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 811-7056 --------------------- Nuveen Select Maturities Municipal Fund ------------------------------------------------------------------------------ (Exact name of registrant as specified in charter) Nuveen Investments 333 West Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip code) Jessica R. Droeger 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: March 31 ------------------ Date of reporting period: March 31, 2005 ------------------ 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. ANNUAL REPORT March 31, 2005 Nuveen Investments Municipal Closed-End Exchange-Traded Funds Nuveen Select Maturities Municipal Fund NIM Photo of: Man, woman and child at the beach. Photo of: A child. DEPENDABLE, TAX-FREE INCOME BECAUSE IT'S NOT WHAT YOU EARN, IT'S WHAT YOU KEEP.(R) Logo: NUVEEN Investments Photo of: Woman Photo of: Man and child Photo of: Woman NOW YOU CAN RECEIVE YOUR NUVEEN FUND REPORTS FASTER. NO MORE WAITING. SIGN UP TODAY TO RECEIVE NUVEEN FUND INFORMATION BY E-MAIL. It only takes a minute to sign up for E-Reports. Once enrolled, you'll receive an e-mail as soon as your Nuveen Investments Fund information is ready -- no more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report, and save it on your computer if you wish. ------------------ DELIVERY DIRECT TO YOUR E-MAIL INBOX ------------------ IT'S FAST, EASY & FREE: WWW.INVESTORDELIVERY.COM if you get your Nuveen Fund dividends and statements from your financial advisor or brokerage account. OR WWW.NUVEEN.COM/ACCOUNTACCESS if you get your Nuveen Fund dividends and statements directly from Nuveen. (Be sure to have the address sheet that accompanied this report handy. You'll need it to complete the enrollment process.) Logo: NUVEEN Investments Photo of: Timothy R. Schwertfeger Timothy R. Schwertfeger Chairman of the Board Chairman's LETTER TO SHAREHOLDERS Once again, I am pleased to report that over the twelve-month period covered by this annual report your Fund continued to provide you with monthly tax-free income. For more details about the management strategy and performance of your Fund, please see the Portfolio Manager's Comments and Performance Overview sections of this report. Your Fund is designed to provide many of the performance characteristics of an intermediate-term investment. As I noted in my last letter to you, our conversations with financial advisers and investors suggest that many of you may be wondering whether intermediate and longer-term interest rates will soon begin to rise substantially, mirroring the rise that has taken place in shorter-term rates. If intermediate and longer-term rates do begin to rise significantly, some of you also may be wondering if that makes this a good time to adjust your holdings of fixed-income investments. We can't answer these questions for you - no one knows what the future will bring. "IN FACT, A WELL-DIVERSIFIED PORTFOLIO MAY ACTUALLY HELP TO REDUCE YOUR OVERALL INVESTMENT RISK." From our experience, we do know that a well-balanced portfolio, structured and carefully monitored with the help of a trusted investment professional, can be an important component in helping you achieve your long-term financial goals. In fact, a well-diversified portfolio may actually help to reduce your overall investment risk. That is one reason why we believe that a municipal bond investment like your Nuveen Fund can be an important building block in a comprehensive investment program designed to perform well in a variety of market conditions. As in past reports, I urge you to consider receiving future Fund reports and other Fund information by e-mail and the Internet. Not only will you be able to receive the information faster, but this also may help lower your Fund's expenses. Sign up is quick and easy - see the inside front cover of this report for instructions. Some of you may have heard that in April, 2005, The St. Paul Travelers Companies, Inc., which had owned 79% of Nuveen Investments, Inc. (the parent of your Fund's investment adviser) completed a public offering of a substantial portion of its equity stake in Nuveen. At the same time, St. Paul Travelers also entered into agreements to sell the balance of its shares in Nuveen to us or to others at a future date. These transactions will have no impact on the investment objectives or management of your Fund. However, taken as a whole they are considered to be an "assignment" of your Fund's investment management agreement. This means that you and your fellow Fund shareholders soon will be asked to formally approve the continuation of your Fund's management contract with Nuveen. We will be sending you more information about this process in the coming weeks. At Nuveen Investments, our mission continues to be to assist you and your financial advisor by offering investment services and products that can help you to secure your financial objectives. We are grateful that you have chosen us as a partner as you pursue your financial goals, and we look forward to continuing to earn your trust in the months and years ahead. Sincerely, /s/ Timothy R. Schwertfeger Timothy R. Schwertfeger Chairman of the Board May 16, 2005 Nuveen Select Maturities Municipal Fund NIM Portfolio Manager's COMMENTS Portfolio manager John Miller discusses the national economy and market environment, key investment strategies, and the annual performance of the Nuveen Select Maturities Municipal Fund. With twelve years of municipal market experience, including nine years with Nuveen, John has managed NIM since 2001. WHAT FACTORS AFFECTED THE U.S. ECONOMY AND MUNICIPAL MARKET DURING THE 12-MONTH PERIOD ENDED MARCH 31, 2005? During this 12-month reporting period, the Federal Reserve introduced seven quarter-point increases in the fed funds rate, beginning on June 30, 2004, and continuing through March 22, 2005. These increases, which were intended to control economic growth and head off any incipient inflation, raised the target level for this short-term interest rate benchmark to 2.75% from 1.00%. As short-term rates steadily increased, yields on longer-term municipal bonds - as measured by the Bond Buyer 25, a widely followed municipal bond index - fell by more than 30 basis points over the course of this 12-month period. As a result, the municipal market interest rate curve tended to flatten over the course of the reporting period. The effect of the Fed's actions gradually began to evidence itself in the data measuring U.S. economic growth. After growing at an annualized rate of 3.3% in the second quarter of 2004, the gross domestic product (GDP) expanded by 4.0% (annualized) in the third quarter of 2004 and 3.8% (annualized) in the fourth quarter of 2004. However, higher interest rates, as well as skyrocketing energy prices, acted to restrain both consumer spending and business investment in the first three months of 2005, and the GDP for the first quarter moderated to a preliminary growth rate of 3.1% (annualized), its slowest pace in two years. Rising energy costs also served to heighten concerns about the potential for inflation. Although the year-over-year growth in the Consumer Price Index (CPI) as of March 31, 2005, was 3.1%, compared with 3.3% for all of 2004, inflation for the first three months of 2005 was running at a rate of 4.3% (annualized). While the national unemployment rate dropped to 5.2% in March 2005, down from 5.7% in March 2004, annualized job 4 growth in the first three months of 2005 lagged that of 2004, with March 2005 showing the smallest gain in new jobs since July 2004. Over the 12-month reporting period, municipal supply nationwide remained strong as $369.7 billion in new bonds came to market. During the first three months of 2005, new issue supply reached a first quarter record of $96.6 billion, up 11% from the first quarter of 2004. Refundings dominated the first-quarter 2005 market, as issuers sought to take advantage of current rates. IN THIS ENVIRONMENT, WHAT KEY STRATEGIES WERE USED TO MANAGE NIM DURING THE 12 MONTHS ENDED MARCH 31, 2005? With the market anticipating increases in interest rates throughout much of the period, our focus centered on finding bonds that, in our judgment, could add immediate value to the Fund's portfolio and that also had the potential to perform well under a variety of future market scenarios. In keeping with NIM's investment parameters, generally in place since the Fund's inception, our purchase activity emphasized attractive securities in the intermediate part of the yield curve - that is, bonds that mature in 10 to 15 years. In addition to this yield curve positioning, we also focused on finding premium bonds (those trading above their par price) that had coupons ranging from 5% to 7%. This compared with current market yields in the 3% range. These purchases should provide additional income for reinvestment opportunities, while offering a measure of downside protection if interest rates were to rise. We believe NIM was well-positioned in terms of credit quality, and the majority of our purchases during this period were rated A or better. As noted earlier, municipal supply for the 12-month reporting period was relatively strong, and we continued to find purchase opportunities that we believe added value to the Fund -- especially in the public power, healthcare and education sectors. Among the bonds added to NIM's portfolio over the past 12 months were $2.5 million in AAA rated bonds issued by Piedmont Municipal Power Agency in South Carolina and $1 million in AA rated bonds issued by the New York Dormitory Authority for Brooklyn Law School. In the healthcare sector, we added $1 million in A1 rated bonds issued for Genesis Medical 5 Center of Iowa. Despite new purchases, NIM's allocation to healthcare declined to 17% of the portfolio from 20% a year earlier due to calls affecting approximately $2.6 million of our hospital holdings. Some of the additions to our portfolio during this period were financed with proceeds from the sales of bonds with shorter maturities (i.e., one to three years) and short call dates. These bonds with shorter effective maturities tended to underperform the general market in the interest rate environment of the 12-month period. HOW DID THE FUND PERFORM? Results for NIM, as well as for a comparative index and average, are presented in the accompanying table. TOTAL RETURNS ON NET ASSET VALUE For periods ended 3/31/05 (annualized) 1-YEAR 5-YEAR 10-YEAR -------------------------------------------------------------------------------- NIM 3.44% 3.25% 4.44% -------------------------------------------------------------------------------- Lehman Brothers 7-Year Municipal Bond Index1 0.80% 6.06% 5.83% -------------------------------------------------------------------------------- Lipper General and Insured Unleveraged Municipal Debt Funds Average2 4.27% 5.52% 5.78% -------------------------------------------------------------------------------- Past performance is not predictive of future results. 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 Performance Overview page in this report. For the 12 months ended March 31, 2005, the total return on net asset value (NAV) for NIM outperformed the return for the Lehman Brothers 7-Year Municipal Bond Index. Over the same period, the Fund, with its intermediate-term orientation, underperformed the average return for the Lipper group, which consists predominantly of funds with longer-term and therefore higher-yielding orientations. 1 The Lehman Brothers 7-Year Municipal Bond Index is an unleveraged, unmanaged index comprising a broad range of investment-grade municipal bonds with maturities ranging from six to eight years. Results for the Lehman index do not reflect any expenses. 2 The Lipper General and Insured Unleveraged Municipal Debt Funds category average is calculated using the returns of all closed-end exchange-traded funds in this category for each period as follows: 1 year, 8 funds; 5 years, 8 funds; and 10 years, 8 funds. Fund and Lipper returns assume reinvestment of dividends. 6 As the municipal yield curve flattened during this period, the prices of bonds with longer maturities, which are more sensitive to interest rate movements, generally tended to perform better than those of securities with the shortest maturities, which are less sensitive to changes in interest rates. Our trading activity over the past 12 months, which emphasized reducing NIM's exposure to bonds with short maturities and reinvesting in bonds closer to the 15-year maximum maturity for this Fund, helped NIM's performance for the period relative to the Lehman Brothers index. NIM also benefited from its allocation of lower quality bonds during this period, with bonds rated BBB and sub-investment grade generally outperforming higher-rated bonds as the economy showed some improvement. Among the lower-rated holdings making positive contributions to NIM's annual returns were hospital bonds, as the healthcare sector ranked second in terms of performance among the Lehman municipal revenue sectors for the 12-month period. Bonds backed by the 1998 master tobacco settlement agreement also produced solid performance during this period, as the litigation environment improved and the supply/demand situation drove tobacco bond prices higher. As of March 31, 2005, NIM held approximately 5% of its portfolio in tobacco bonds that were uninsured or unenhanced by another source of funding. The performance of NIM was also boosted by advance refundings during this period, which resulted in price appreciation as well as enhanced credit quality for the Fund. Pre-refunded holdings included $2.1 million in Vernon, California, Electric System revenue bonds for the Malburg Generating Station project, which were upgraded to AAA from A2, and $1.25 million in bonds issued by Shelby County, Tennessee, for Methodist Healthcare. At the same time, however, NIM's holdings of older pre-refunded bonds tended to underperform the general municipal market during this period, due primarily to the shorter effective maturities of these bonds. 7 HOW WAS NIM POSITIONED IN TERMS OF CREDIT QUALITY AND BOND CALLS AS OF MARCH 31, 2005? We continued to believe that, given the current geopolitical and economic climate, maintaining strong credit quality was an important requirement. As of March 31, 2005, NIM continued to offer strong credit quality, with 95% of its portfolio allocated to rated bonds. As of March 31, 2005, NIM's potential call exposure for the remainder of 2005 and all of 2006 was 11%. The number of actual bond calls in this Fund depends largely on future market interest rates. 8 Dividend and Share Price INFORMATION NIM was able to maintain a stable dividend throughout this reporting period. The Fund seeks to pay stable dividends at rates that reflect the Fund's past results and projected future performance. During certain periods, NIM 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. NIM will, over time, pay all of its net investment income as dividends to shareholders. As of March 31, 2005, NIM had a negative UNII balance for financial statement purposes and a positive UNII balance for tax purposes. As of March 31, 2005, NIM was trading at a discount of -9.00% to its NAV. By comparison, the Fund's average discount over the entire 12-month reporting period was -7.73%. 9 Nuveen Select Maturities Municipal Fund NIM Performance OVERVIEW As of March 31, 2005 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 56% AA 4% A 18% BBB 17% NR 4% BB or Lower 1% Bar Chart: 2004-2005 MONTHLY TAX-FREE DIVIDENDS PER SHARE2 Apr 0.0395 May 0.0395 Jun 0.0395 Jul 0.0395 Aug 0.0395 Sep 0.0395 Oct 0.0395 Nov 0.0395 Dec 0.0395 Jan 0.0395 Feb 0.0395 Mar 0.0395 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 4/1/04 9.98 9.86 9.6 9.51 9.72 9.73 9.65 9.49 9.44 9.3 9.45 9.37 9.38 9.26 9.36 9.38 9.17 9.05 9.08 9 9.03 9.17 9.24 9.2 9.22 9.06 9.12 9.11 9.13 9.05 9.07 9.07 9.11 9.19 9.12 9.11 9.14 9.21 9.3 9.4 9.34 9.34 9.3 9.34 9.17 9.26 9.27 9.28 9.26 9.23 9.06 9.09 9.11 9.13 9.15 9.08 9.08 9.15 9.1 9.18 9.11 9.15 9.2 9.19 9.25 9.26 9.28 9.31 9.28 9.3 9.25 9.28 9.23 9.27 9.25 9.27 9.21 9.23 9.25 9.25 9.23 9.24 9.26 9.28 9.28 9.28 9.25 9.25 9.28 9.35 9.37 9.29 9.34 9.36 9.38 9.45 9.53 9.55 9.5 9.51 9.45 9.49 9.52 9.47 9.45 9.5 9.52 9.5 9.47 9.48 9.45 9.45 9.48 9.49 9.55 9.59 9.54 9.55 9.55 9.6 9.56 9.53 9.47 9.6 9.54 9.61 9.57 9.65 9.61 9.6 9.57 9.57 9.64 9.71 9.81 9.82 9.78 9.62 9.72 9.7 9.7 9.73 9.69 9.73 9.74 9.63 9.64 9.56 9.57 9.63 9.63 9.61 9.62 9.53 9.37 9.41 9.45 9.47 9.42 9.47 9.35 9.38 9.44 9.47 9.46 9.49 9.43 9.43 9.45 9.42 9.45 9.46 9.58 9.52 9.5 9.48 9.54 9.5 9.42 9.42 9.41 9.31 9.35 9.33 9.31 9.29 9.31 9.35 9.35 9.31 9.33 9.34 9.39 9.51 9.5 9.51 9.68 9.9 9.8 9.57 9.55 9.55 9.59 9.54 9.54 9.53 9.65 9.64 9.62 9.7 9.71 9.78 9.79 9.72 9.82 9.87 9.73 9.75 9.79 9.79 9.62 9.68 9.65 9.68 9.74 9.69 9.9 9.76 9.76 9.81 9.8 9.79 9.8 9.76 9.66 9.74 9.77 9.6 9.58 9.56 9.47 9.52 9.57 9.58 9.52 9.48 9.42 9.43 9.4 9.338 9.25 9.27 3/31/05 9.3 FUND SNAPSHOT ------------------------------------ Share Price $9.30 ------------------------------------ Net Asset Value $10.22 ------------------------------------ Premium/(Discount) to NAV -9.00% ------------------------------------ Market Yield 5.10% ------------------------------------ Taxable-Equivalent Yield1 7.08% ------------------------------------ Net Assets ($000) $126,645 ------------------------------------ Average Effective Maturity on Securities (Years) 11.54 ------------------------------------ Modified Duration 4.35 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 9/19/92) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year -1.52% 3.44% ------------------------------------ 5-Year 2.79% 3.25% ------------------------------------ 10-Year 4.37% 4.44% ------------------------------------ STATES (as a % of total investments) ------------------------------------ Colorado 11.9% ------------------------------------ Illinois 11.6% ------------------------------------ Washington 9.7% ------------------------------------ New York 9.2% ------------------------------------ Texas 6.9% ------------------------------------ District of Columbia 4.2% ------------------------------------ South Carolina 4.1% ------------------------------------ Wisconsin 3.8% ------------------------------------ Arkansas 3.0% ------------------------------------ Kansas 3.0% ------------------------------------ Michigan 2.7% ------------------------------------ Arizona 2.6% ------------------------------------ Pennsylvania 2.5% ------------------------------------ Iowa 2.2% ------------------------------------ Alabama 2.1% ------------------------------------ Florida 2.1% ------------------------------------ Massachusetts 2.1% ------------------------------------ Other 16.3% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Utilities 21.4% ------------------------------------ Healthcare 17.1% ------------------------------------ U.S. Guaranteed 13.0% ------------------------------------ Tax Obligation/General 8.8% ------------------------------------ Consumer Staples 7.1% ------------------------------------ Long-Term Care 6.7% ------------------------------------ Tax Obligation/Limited 6.2% ------------------------------------ Transportation 5.5% ------------------------------------ Other 14.2% ------------------------------------ 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 income tax rate of 28%. For investments that generate qualified dividend income, the taxable-equivalent yield is lower. 2 The Fund also paid shareholders a net ordinary income distribution in December 2004 of $0.0024 per share. 10 Report of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF NUVEEN SELECT MATURITIES MUNICIPAL FUND We have audited the accompanying statement of assets and liabilities of Nuveen Select Maturities Municipal Fund (the Fund), including the portfolio of investments, as of March 31, 2005, and the related statement of operations 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 the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's 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 audit 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 Fund's 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 Fund's 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 March 31, 2005, by correspondence with the custodian and brokers. 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 position of the Nuveen Select Maturities Municipal Fund at March 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods indicated therein, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Chicago, Illinois May 13, 2005 11 Nuveen Select Maturities Municipal Fund (NIM) Portfolio of INVESTMENTS March 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALABAMA - 2.1% $ 2,000 Alabama 21st Century Authority, Tobacco Settlement 12/11 at 101.00 A- $ 2,114,120 Revenue Bonds, Series 2001, 5.750%, 12/01/17 500 Marshall County Healthcare Authority, Alabama, Revenue 1/12 at 101.00 A- 542,710 Bonds, Series 2002A, 6.250%, 1/01/22 ------------------------------------------------------------------------------------------------------------------------------------ ARIZONA - 2.6% 1,000 Arizona Educational Loan Marketing Corporation, Educational No Opt. Call Aaa 1,014,780 Loan Revenue Bonds, Series 1992, 6.375%, 9/01/05 (Alternative Minimum Tax) 1,260 Phoenix Industrial Development Authority, Arizona, Statewide 4/08 at 101.50 AAA 1,285,036 Single Family Mortgage Revenue Bonds, Series 1998C, 6.650%, 10/01/29 (Alternative Minimum Tax) 975 Winslow Industrial Development Authority, Arizona, Hospital No Opt. Call N/R 944,287 Revenue Bonds, Winslow Memorial Hospital, Series 1998, 5.750%, 6/01/08 ------------------------------------------------------------------------------------------------------------------------------------ ARKANSAS - 3.0% 1,000 Fort Smith, Arkansas, Water and Sewer Revenue Refunding 10/11 at 100.00 AAA 1,080,550 and Construction Bonds, Series 2002A, 5.250%, 10/01/17 - FSA Insured 1,000 Jonesboro, Arkansas, Industrial Development Revenue Bonds, No Opt. Call A+ 1,045,930 Anheuser Busch Inc. Project, Series 2002, 4.600%, 11/15/12 1,380 North Little Rock, Arkansas, Electric Revenue Refunding Bonds, No Opt. Call AAA 1,631,809 Series 1992A, 6.500%, 7/01/15 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 1.8% 2,115 Vernon, California, Electric System Revenue Bonds, Malburg 4/08 at 100.00 Aaa 2,257,763 Generating Station Project, Series 2003C, 5.250%, 4/01/17 (Pre-refunded to 4/01/08) ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 11.6% 2,895 Centennial Downs Metropolitan District, Colorado, General 12/14 at 100.00 AAA 3,061,955 Obligation Bonds, Series 1999, 5.000%, 12/01/20 - AMBAC Insured 1,455 Colorado Educational and Cultural Facilities Authority, Charter 7/12 at 100.00 BBB 1,459,947 School Revenue Bonds, Douglas County School District RE-1 - DCS Montessori School, Series 2002A, 6.000%, 7/15/22 1,175 Colorado Educational and Cultural Facilities Authority, Charter 12/13 at 100.00 AAA 1,178,701 School Revenue Bonds, Classical Academy, Series 2003, 4.500%, 12/01/18 - XLCA Insured 590 Colorado Housing Finance Authority, Single Family Program 4/10 at 105.00 AA 611,246 Senior Bonds, Series 2000D-2, 6.900%, 4/01/29 (Alternative Minimum Tax) 1,025 Denver Health and Hospitals Authority, Colorado, Healthcare 12/11 at 100.00 BBB 1,066,287 Revenue Bonds, Series 2001A, 6.000%, 12/01/23 1,465 Denver West Metropolitan District, Colorado, General 12/13 at 100.00 AA 1,447,244 Obligation Refunding and Improvement Bonds, Series 2003, 4.500%, 12/01/18 - RAAI Insured 190 El Paso County, Colorado, FNMA Mortgage-Backed Single No Opt. Call Aaa 191,752 Family Revenue Refunding Bonds, Series 1992A-2, 8.750%, 6/01/11 70 Northwest Parkway Public Highway Authority, Colorado, 6/11 at 102.00 AAA 73,003 Revenue Bonds, Senior Series 2001A, 5.250%, 6/15/41 - FSA Insured 5,875 Northwest Parkway Public Highway Authority, Colorado, 6/11 at 38.04 AAA 1,669,499 Senior Lien Revenue Bonds, Series 2001B, 0.000%, 6/15/27 - AMBAC Insured 1,000 Summit County, Colorado, Sports Facilities Revenue Refunding No Opt. Call AAA 1,065,880 Bonds, Keystone Resorts Management, Inc. Project, Series 1990, 7.750%, 9/01/06 2,845 University of Colorado Hospital Authority, Revenue Bonds, 11/11 at 100.00 A3 2,966,738 Series 2001A, 5.600%, 11/15/21 12 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ CONNECTICUT - 1.7% Eastern Connecticut Resource Recovery Authority, Solid Waste Revenue Bonds, Wheelabrator Lisbon Project, Series 1993A: $ 500 5.500%, 1/01/14 (Alternative Minimum Tax) 7/05 at 100.00 BBB $ 505,100 1,570 5.500%, 1/01/15 (Alternative Minimum Tax) No Opt. Call BBB 1,607,916 ------------------------------------------------------------------------------------------------------------------------------------ DISTRICT OF COLUMBIA - 4.1% District of Columbia, General Obligation Refunding Bonds, Series 1993A: 900 6.000%, 6/01/07 - MBIA Insured No Opt. Call AAA 936,621 4,105 6.000%, 6/01/07 - MBIA Insured No Opt. Call AAA 4,266,491 ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA - 2.1% 2,400 Deltona, Florida, Utility Systems Water and Sewer Revenue 10/13 at 100.00 AAA 2,607,720 Bonds, Series 2003, 5.250%, 10/01/17 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 11.4% 895 Chicago, Illinois, Tax Increment Allocation Bonds, Irving/Cicero 1/09 at 100.00 N/R 913,571 Redevelopment Project, Series 1998, 7.000%, 1/01/14 2,000 Illinois Development Finance Authority, Revenue Refunding 4/10 at 102.00 BBB- 2,099,940 Bonds, Olin Corporation, Series 1993D, 6.750%, 3/01/16 4,950 Illinois Development Finance Authority, GNMA Collateralized 4/11 at 105.00 Aaa 5,311,697 Mortgage Revenue Bonds, Greek American Nursing Home Committee, Series 2000A, 7.600%, 4/20/40 2,000 Illinois Educational Facilities Authority, Revenue Bonds, No Opt. Call A1 1,977,500 Art Institute of Chicago, Series 2000, 4.450%, 3/01/34 (Mandatory put 3/01/15) 1,000 Illinois Health Facilities Authority, Revenue Refunding Bonds, 8/05 at 101.00 A+ 1,012,320 Edward Hospital, Series 1993A, 6.000%, 2/15/19 1,210 Illinois Health Facilities Authority, Revenue Bonds, Silver 8/09 at 101.00 A- 1,236,305 Cross Hospital and Medical Centers, Series 1999, 5.500%, 8/15/19 850 Illinois Housing Development Authority, Section 8 Elderly 5/05 at 100.00 A- 851,360 Housing Revenue Bonds, Skyline Towers Apartments, Series 1992B, 6.625%, 11/01/07 1,000 Illinois Educational Facilities Authority, Student Housing 5/12 at 101.00 Baa2 1,119,550 Revenue Bonds, Educational Advancement Foundation Fund, University Center Project, Series 2002, 6.625%, 5/01/17 ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 0.8% 1,000 Indianapolis Local Public Improvement Bond Bank, Indiana, No Opt. Call AA 1,063,990 Series 1992D, 6.600%, 2/01/07 ------------------------------------------------------------------------------------------------------------------------------------ IOWA - 2.2% 1,000 Iowa Finance Authority, Healthcare Revenue Bonds, Genesis 7/10 at 100.00 A1 1,072,490 Medical Center, Series 2000, 6.250%, 7/01/25 1,800 Iowa Tobacco Settlement Authority, Tobacco Settlement 6/11 at 101.00 BBB 1,686,546 Asset-Backed Revenue Bonds, Series 2001B, 5.300%, 6/01/25 ------------------------------------------------------------------------------------------------------------------------------------ KANSAS - 2.9% 3,500 Wichita, Kansas, Hospital Facilities Revenue Refunding and 11/11 at 101.00 A+ 3,680,880 Improvement Bonds, Via Christi Health System Inc., Series 2001-III, 5.500%, 11/15/21 ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND - 0.9% 1,100 Maryland Energy Financing Administration, Revenue Bonds, 9/05 at 102.00 N/R 1,122,484 AES Warrior Run Project, Series 1995, 7.400%, 9/01/19 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 2.0% 1,000 Massachusetts Industrial Finance Agency, Resource Recovery No Opt. Call BBB 1,006,930 Remarketed Revenue Refunding Bonds, Ogden Haverhill Project, Series 1992A, 4.850%, 12/01/05 1,490 Massachusetts Housing Finance Agency, Rental Housing 7/10 at 100.00 AAA 1,583,289 Mortgage Revenue Bonds, Series 2000H, 6.650%, 7/01/41 (Alternative Minimum Tax) - MBIA Insured 13 Nuveen Select Maturities Municipal Fund (NIM) (continued) Portfolio of INVESTMENTS March 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 2.7% $ 1,000 Cornell Township Economic Development Corporation, 5/12 at 100.00 BBB $ 1,093,660 Michigan, Environmental Improvement Revenue Refunding Bonds, MeadWestvaco Corporation-Escanaba Project, Series 2002, 5.875%, 5/01/18 1,194 Michigan State Hospital Finance Authority, Collateralized No Opt. Call Baa2 1,200,779 Loan, Detroit Medical Center, Series 2001, 7.360%, 3/01/07 470 Michigan State Hospital Finance Authority, Revenue Refunding No Opt. Call Ba3 470,672 Bonds, Detroit Medical Center, Series 1988A, 8.125%, 8/15/12 600 Michigan State Hospital Finance Authority, Hospital Revenue 1/06 at 102.00 Ba3 604,926 Refunding Bonds, Sinai Hospital, Series 1995, 6.625%, 1/01/16 ------------------------------------------------------------------------------------------------------------------------------------ MINNESOTA - 0.9% 1,000 White Earth Band of Chippewa Indians, Minnesota, Revenue No Opt. Call A 1,098,690 Bonds, Series 2000A, 7.000%, 12/01/11 - ACA Insured ------------------------------------------------------------------------------------------------------------------------------------ NEBRASKA - 0.8% 1,000 Dodge County School District 1, Nebraska, Fremont Public 12/14 at 100.00 Aaa 1,057,850 Schools, General Obligation Bonds, Series 2004, 5.000%, 12/15/19 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 9.0% 1,000 Dormitory Authority of the State of New York, Revenue Bonds, 7/13 at 100.00 AA 1,092,330 Brooklyn Law School, Series 2003A, 5.500%, 7/01/15 - RAAI Insured 1,500 New York State Energy Research and Development 10/05 at 100.00 A1 1,503,300 Authority, Facilities Revenue Bonds, Consolidated Edison Company Inc., Series 2001A, 4.700%, 6/01/36 (Alternative Minimum Tax) (Mandatory put 10/01/12) 1,325 New York State Medical Care Facilities Finance Agency, 2/06 at 102.00 AA+ 1,384,387 FHA-Insured Mortgage Hospital and Nursing Home Revenue Bonds, Series 1995C, 6.100%, 8/15/15 2,130 Niagara Falls, Niagara County, New York, General Obligation No Opt. Call AAA 2,393,694 Water Treatment Plant Bonds, Series 1994, 8.500%, 11/01/07 (Alternative Minimum Tax) - MBIA Insured 4,300 Port Authority of New York and New Jersey, Special Project No Opt. Call AAA 5,060,928 Bonds, JFK International Air Terminal LLC, Sixth Series 1997, 7.000%, 12/01/12 (Alternative Minimum Tax) - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ NORTH CAROLINA - 1.6% 1,880 Union County, North Carolina, Certificates of Participation, 6/13 at 101.00 AAA 1,996,353 Series 2003, 5.000%, 6/01/18 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 1.6% 970 Hamilton County, Ohio, Hospital Facilities Revenue Refunding No Opt. Call A*** 993,338 Bonds, Bethesda Hospital Inc., Series 1992A, 6.250%, 1/01/06 1,000 Toledo-Lucas County Port Authority, Ohio, Port Revenue Bonds, No Opt. Call A+ 1,012,380 Cargill Inc., Series 2004B, 4.500%, 12/01/15 ------------------------------------------------------------------------------------------------------------------------------------ OKLAHOMA - 0.9% 1,150 Oklahoma State Industries Authority, Health System Revenue 8/06 at 102.00 AAA 1,202,429 Refunding Bonds, Baptist Medical Center, Series 1995D, 5.000%, 8/15/14 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA - 2.5% 1,500 Pennsylvania Economic Development Financing Authority, 12/05 at 101.00 BBB- 1,535,670 Resource Recovery Revenue Bonds, Colver Project, Series 1994D, 7.150%, 12/01/18 (Alternative Minimum Tax) 1,390 Pennsylvania Higher Educational Facilities Authority, College No Opt. Call Aaa 1,630,248 Revenue Bonds, Ninth Series 1976, 7.625%, 7/01/15 14 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ SOUTH CAROLINA - 4.0% Piedmont Municipal Power Agency, South Carolina, Electric Revenue Bonds, Series 1991: $ 1,040 6.750%, 1/01/19 - FGIC Insured No Opt. Call AAA $ 1,314,165 1,460 6.750%, 1/01/19 - FGIC Insured No Opt. Call AAA 1,813,597 1,250 South Carolina JOBS Economic Development Authority, No Opt. Call Baa2*** 1,425,700 Hospital Revenue Bonds, Palmetto Health Alliance, Series 2000A, 7.000%, 12/15/10 500 Tobacco Settlement Revenue Management Authority, 5/11 at 101.00 BBB 504,710 South Carolina, Tobacco Settlement Asset-Backed Bonds, Series 2001B, 6.000%, 5/15/22 ------------------------------------------------------------------------------------------------------------------------------------ TENNESSEE - 1.8% Shelby County Health, Educational and Housing Facilities Board, Tennessee, Hospital Revenue Bonds, Methodist Healthcare, Series 2002: 1,250 6.000%, 9/01/17 (Pre-refunded to 9/01/12) 9/12 at 100.00 A-*** 1,430,763 750 6.000%, 9/01/17 9/12 at 100.00 A-*** 856,005 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 6.8% 1,055 Austin, Texas, General Obligation Bonds, Series 2004, 9/14 at 100.00 AAA 1,107,898 5.000%, 9/01/20 - MBIA Insured 415 Austin-Travis County Mental Health Center, Texas, Revenue 9/05 at 101.00 AAA 424,943 Bonds, Mental Health and Mental Retardation Center Facilities Acquisition Program, Series 1995A, 6.500%, 3/01/15 - FSA Insured 2,000 Brazos River Authority, Texas, Collateralized Revenue 6/14 at 100.00 AAA 1,975,600 Refunding Bonds, CenterPoint Energy Inc., Series 2004B, 4.250%, 12/01/17 - FGIC Insured 180 Galveston Property Finance Authority Inc., Texas, Single 9/05 at 100.00 A3 180,526 Family Mortgage Revenue Bonds, Series 1991A, 8.500%, 9/01/11 715 Gulf Coast Mental Health Centers, Texas, Revenue Bonds, 9/05 at 101.00 AAA 732,131 Mental Health and Mental Retardation Facilities Acquisition Program, Series 1995C, 6.500%, 3/01/15 - FSA Insured 2,500 Matagorda County Navigation District 1, Texas, Pollution No Opt. Call BBB+ 2,546,875 Control Revenue Refunding Bonds, Central Power and Light Company, Series 2001A, 4.550%, 11/01/29 (Mandatory put 11/01/06) 900 Tom Green County Health Facilities Development Corporation, No Opt. Call Baa3 913,635 Texas, Hospital Revenue Bonds, Shannon Health System Project, Series 2001, 5.600%, 5/15/06 300 Travis County Health Facilities Development Corporation, 5/05 at 101.00 Aaa 300,897 Texas, Hospital Revenue Bonds, Daughters of Charity National Health System, Series 1993B, 5.900%, 11/15/07 455 Tri-County Mental Health and Retardation Center, Texas, 9/05 at 101.00 AAA 465,902 Revenue Bonds, Facilities Acquisition Program, Series 1995E, 6.500%, 3/01/15 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ UTAH - 1.7% 2,055 Bountiful, Davis County, Utah, Hospital Revenue Refunding No Opt. Call N/R 2,104,032 Bonds, South Davis Community Hospital Project, Series 1998, 6.000%, 12/15/10 ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON - 9.6% Washington State Public Power Supply System, Revenue Refunding Bonds, Nuclear Project 1, Series 1993A: 160 7.000%, 7/01/07 No Opt. Call Aaa 173,723 1,340 7.000%, 7/01/07 No Opt. Call Aaa 1,459,206 1,130 7.000%, 7/01/08 No Opt. Call Aaa 1,266,854 1,870 7.000%, 7/01/08 No Opt. Call Aaa 2,087,874 7,000 Washington Public Power Supply System, Revenue No Opt. Call Aaa 6,760,040 Refunding Bonds, Nuclear Project 3, Series 1990B, 0.000%, 7/01/06 295 Washington Public Power Supply System, Revenue Refunding No Opt. Call AAA 371,405 Bonds, Nuclear Project 3, Series 1989B, 7.125%, 7/01/16 - MBIA Insured 15 Nuveen Select Maturities Municipal Fund (NIM) (continued) Portfolio of INVESTMENTS March 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ WEST VIRGINIA - 1.6% $ 2,000 Harrison County Commission, West Virginia, Solid Waste 8/06 at 100.00 AAA $ 2,046,400 Disposal Revenue Bonds, West Penn Power Company, Series 1994C, 6.750%, 8/01/24 (Alternative Minimum Tax) - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 3.7% Badger Tobacco Asset Securitization Corporation, Wisconsin, Tobacco Settlement Asset-Backed Bonds, Series 2002: 930 6.125%, 6/01/27 6/12 at 100.00 BBB 944,982 1,480 6.375%, 6/01/32 6/12 at 100.00 BBB 1,506,196 1,000 Wisconsin Health and Educational Facilities Authority, 7/11 at 100.00 A- 1,058,240 Revenue Bonds, Agnesian Healthcare Inc., Series 2001, 6.000%, 7/01/21 1,150 Wisconsin Health and Educational Facilities Authority, 2/09 at 101.00 A 1,179,508 Revenue Bonds, Aurora Health Care Inc., Series 1999A, 5.500%, 2/15/20 - ACA Insured ------------------------------------------------------------------------------------------------------------------------------------ $ 122,674 Total Long-Term Investments (cost $121,079,311) - 98.4% 124,655,378 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.6% 1,989,821 ------------------------------------------------------------------------------------------------------------------- Net Assets - 100% $ 126,645,199 ==================================================================================================================== * 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. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. Such securities are normally considered to be equivalent to AAA rated securities. N/R Investment is not rated. See accompanying notes to financial statements. 16 Statement of ASSETS AND LIABILITIES March 31, 2005 -------------------------------------------------------------------------------- ASSETS Investments, at market value (cost $121,079,311) $ 124,655,378 Receivables: Interest 2,007,645 Investments sold 395,000 Other assets 8,222 -------------------------------------------------------------------------------- Total assets 127,066,245 -------------------------------------------------------------------------------- LIABILITIES Cash overdraft 318,500 Accrued expenses: Management fees 53,077 Other 49,469 -------------------------------------------------------------------------------- Total liabilities 421,046 -------------------------------------------------------------------------------- Net assets $ 126,645,199 ================================================================================ Shares outstanding 12,394,977 ================================================================================ Net asset value per share outstanding (net assets divided by shares outstanding) $ 10.22 ================================================================================ NET ASSETS CONSIST OF: -------------------------------------------------------------------------------- Shares, $.01 par value per share $ 123,950 Paid-in surplus 138,316,281 Undistributed (Over-distribution of) net investment income (88,272) Accumulated net realized gain (loss) from investments (15,282,827) Net unrealized appreciation of investments 3,576,067 -------------------------------------------------------------------------------- Net assets $ 126,645,199 ================================================================================ Authorized shares: Unlimited ================================================================================ See accompanying notes to financial statements. 17 Statement of OPERATIONS Year Ended March 31, 2005 -------------------------------------------------------------------------------- INVESTMENT INCOME $ 6,871,995 -------------------------------------------------------------------------------- EXPENSES Management fees 628,515 Shareholders' servicing agent fees and expenses 14,792 Custodian's fees and expenses 32,417 Trustees' fees and expenses 3,078 Professional fees 13,020 Shareholders' reports - printing and mailing expenses 37,984 Stock exchange listing fees 9,629 Investor relations expense 23,125 Other expenses 6,116 -------------------------------------------------------------------------------- Total expenses before custodian fee credit 768,676 Custodian fee credit (9,460) -------------------------------------------------------------------------------- Net expenses 759,216 -------------------------------------------------------------------------------- Net investment income 6,112,779 -------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain from investments 22,958 Change in net unrealized appreciation (depreciation) of investments (1,920,901) -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) (1,897,943) -------------------------------------------------------------------------------- Net increase in net assets from operations $ 4,214,836 ================================================================================ See accompanying notes to financial statements. 18 Statement of CHANGES IN NET ASSETS YEAR ENDED YEAR ENDED 3/31/05 3/31/04 -------------------------------------------------------------------------------- OPERATIONS Net investment income $ 6,112,779 $ 6,292,979 Net realized gain (loss) from investments 22,958 (59,362) Change in net unrealized appreciation (depreciation) of investments (1,920,901) 230,665 -------------------------------------------------------------------------------- Net increase in net assets from operations 4,214,836 6,464,282 -------------------------------------------------------------------------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income (5,904,969) (6,234,675) -------------------------------------------------------------------------------- Decrease in net assets from distributions to shareholders (5,904,969) (6,234,675) -------------------------------------------------------------------------------- Net increase (decrease) in net assets (1,690,133) 229,607 Net assets at the beginning of year 128,335,332 128,105,725 -------------------------------------------------------------------------------- Net assets at the end of year $ 126,645,199 $ 128,335,332 ================================================================================ Undistributed (Over-distribution of) net investment income at the end of year $ (88,272) $ (301,884) ================================================================================ See accompanying notes to financial statements. 19 Notes to FINANCIAL STATEMENTS 1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES The fund covered in this report and its corresponding New York Stock Exchange symbol is Nuveen Select Maturities Municipal Fund (NIM) (the "Fund"). The Fund is registered under the Investment Company Act of 1940, as amended, as a closed-end, diversified management investment company. Effective January 1, 2005, Nuveen Advisory Corp. ("NAC"), the Funds' previous Adviser, and its affiliate, Nuveen Institutional Advisory Corp. ("NIAC"), were merged into Nuveen Asset Management ("NAM"), each wholly owned subsidiaries of Nuveen Investments, Inc. ("Nuveen"). As a result of the merger, NAM is now the Adviser to all funds previously advised by either NAC or NIAC. The Fund seeks to provide current income exempt from regular federal income tax, consistent with the preservation of capital by investing in a diversified, investment-grade quality portfolio of municipal obligations with intermediate characteristics. In managing its portfolio, the Fund has purchased municipal obligations having remaining effective maturities of no more than fifteen years with respect to 80% of its total assets that, in the opinion of the Adviser, represent the best value in terms of the balance between yield and capital preservation currently available from the intermediate sector of the municipal market. The Adviser will actively monitor the effective maturities of the Fund's investments in response to prevailing market conditions, and will adjust its portfolio consistent with its investment policy of maintaining an average effective remaining maturity of twelve years or less. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements in accordance with U.S. generally accepted accounting principles. Investment Valuation The prices of municipal bonds in the Fund's investment portfolio are provided by a pricing service approved by the Fund's Board of Trustees. When price quotes are not readily available (which is usually the case for municipal securities), the pricing service or, in the absence of a pricing service for a particular security, the Board of Trustees of the Fund, or its designee, may establish fair market value using a wide variety of market data including yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from securities dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor's credit characteristics considered relevant by the pricing service or the Board of Trustees' designee. Temporary investments in securities that have variable rate and demand features qualifying them as short-term securities are valued at amortized cost, which approximates market value. Securities Transactions Securities transactions are recorded on a trade date basis. Realized gains and losses from transactions are determined on the specific identification method. Securities purchased on a when-issued or delayed delivery basis may have extended settlement periods. Any securities so purchased are subject to market fluctuation during this period. The Fund has instructed the custodian to segregate assets with a current value at least equal to the amount of the when-issued and delayed delivery purchase commitments. At March 31, 2005, the Fund had no such outstanding purchase commitments. Investment Income Interest income, which includes the amortization of premiums and accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Investment income also includes paydown gains and losses, if any. Federal Income Taxes The Fund intends to distribute substantially all 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. Therefore, no federal income tax provision is required. Furthermore, the Fund intends to satisfy conditions which will enable interest from municipal securities, which is exempt from regular federal income tax, to retain such tax-exempt status when distributed to shareholders of the Fund. All monthly tax-exempt income dividends paid during the fiscal year ended March 31, 2005, have been designated Exempt Interest Dividends. Net realized capital gains and ordinary income distributions paid by the Fund are subject to federal taxation. 20 Dividends and Distributions to Shareholders Dividends from tax-exempt net investment income are declared monthly. Net realized capital gains and/or market discount from investment transactions, if any, are distributed to shareholders not less frequently than annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards. Distributions to shareholders of tax-exempt 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. generally accepted accounting principles. Derivative Financial Instruments The Fund may invest in certain derivative financial instruments including futures, forward, swap and option contracts, and other financial instruments with similar characteristics. Although the Fund is authorized to invest in such financial instruments, and may do so in the future, it did not make any such investments during the fiscal year ended March 31, 2005. Custodian Fee Credit The Fund has an arrangement with the custodian bank whereby certain custodian fees and expenses are reduced by credits earned on the Fund's cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments. Indemnifications Under the Fund's organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 from operations during the reporting period. Actual results may differ from those estimates. 2. FUND SHARES The Fund did not engage in transactions in its own shares during the fiscal year ended March 31, 2005, nor during the fiscal year ended March 31, 2004. 3. SECURITIES TRANSACTIONS Purchases and sales (including maturities) of investments in long-term municipal securities for the fiscal year ended March 31, 2005, aggregated $12,060,000 and $13,671,728, respectively. 4. 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 the treatment of paydown gains and losses on investments, timing differences in recognizing income on taxable market discount securities and timing differences in recognizing certain gains and losses on security transactions. At March 31, 2005, the cost of investments owned was $120,987,929. The net unrealized appreciation of investments at March 31, 2005, aggregated $3,667,449 of which $4,088,089 related to appreciated securities and $420,640 related to depreciated securities. 21 Notes to FINANCIAL STATEMENTS (continued) The tax components of undistributed net investment income and net realized gains at March 31, 2005, were as follows: -------------------------------------------------------------------------------- Undistributed net tax-exempt income * $293,159 Undistributed net ordinary income ** 16,787 Undistributed net long-term capital gains -- ================================================================================ * Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on March 1, 2005, paid on April 1, 2005. ** 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 fiscal years ended March 31, 2005 and March 31, 2004, was designated for purposes of the dividends paid deduction as follows: 2005 -------------------------------------------------------------------------------- Distributions from net tax-exempt income $5,875,221 Distributions from net ordinary income ** 29,748 Distributions from net long-term capital gains -- ================================================================================ 2004 -------------------------------------------------------------------------------- Distributions from net tax-exempt income $6,265,664 Distributions from net ordinary income ** 24,790 Distributions from net long-term capital gains -- ================================================================================ ** Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. At March 31, 2005, the Fund had unused capital loss carryforwards of $15,281,082 available for federal income tax purposes to be applied against future capital gains, if any. If not applied, $14,922 of the carryforward will expire in the year 2010, $6,523,386 will expire in 2011, $8,737,798 will expire in 2012 and $4,976 will expire in 2013. The Fund elected to defer $1,744 of net realized losses from investments incurred from November 1, 2004 through March 31, 2005 ("post-October losses") in accordance with Federal income tax regulations. Post-October losses are treated as having arisen on the first day of the following fiscal year. 5. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES As approved by the Board of Trustees, effective August 1, 2004, a complex-wide management fee structure was adopted for all funds sponsored by the Adviser, or its predecessor and its affiliates. This fee structure separates each fund's management fee into two components - a complex-level component, based on the aggregate amount of all fund assets managed by the Adviser, and a specific fund-level component, based only on the amount of assets within each individual fund. This pricing structure enables Nuveen fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by the Adviser. Under no circumstances will this pricing structure result in a fund paying management fees at a rate higher than would otherwise have been applicable had the complex-wide management fee structure not been implemented. As of April 30, 2005, the complex-level fee rate was .1915%; that is, the funds' effective management fees were reduced by approximately .0085%. Effective August 1, 2004, the annual fund-level fee, payable monthly, is based upon the average daily net assets of the Fund as follows: AVERAGE DAILY NET ASSETS FUND-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $125 million .3000% For the next $125 million .2875 For the next $250 million .2750 For the next $500 million .2625 For the next $1 billion .2500 For net assets over $2 billion .2375 ================================================================================ 22 Effective August 1, 2004, the annual complex-level fee, payable monthly, which is additive to the fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the aggregate amount of total fund assets managed as follows: COMPLEX-LEVEL ASSETS(1) COMPLEX-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $55 billion .2000% For the next $1 billion .1800 For the next $1 billion .1600 For the next $3 billion .1425 For the next $3 billion .1325 For the next $3 billion .1250 For the next $5 billion .1200 For the next $5 billion .1175 For the next $15 billion .1150 For Managed Assets over $91 billion(2) .1400 ================================================================================ (1) The complex-level fee component of the management fee for the funds is calculated based upon the aggregate Managed Assets ("Managed Assets" means the average daily net assets of each fund including assets attributable to all types of leverage used by the Nuveen funds) of Nuveen-sponsored funds in the U.S. (2) With respect to the complex-wide Managed Assets over $91 billion, the fee rate or rates that will apply to such assets will be determined at a later date. In the unlikely event that complex-wide Managed Assets reach $91 billion prior to a determination of the complex-level fee rate or rates to be applied to Managed Assets in excess of $91 billion, the complex-level fee rate for such complex-wide Managed Assets shall be .1400% until such time as a different rate or rates is determined. The Fund paid through July 31, 2004, an annual management fee, payable monthly, at the rates set forth below, which were based upon the average daily net assets of the Fund as follows: AVERAGE DAILY NET ASSETS MANAGEMENT FEE RATE -------------------------------------------------------------------------------- For the first $125 million .5000% For the next $125 million .4875 For the next $250 million .4750 For the next $500 million .4625 For the next $1 billion .4500 For net assets over $2 billion .4375 ================================================================================ The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Fund pays 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 Fund 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. 6. ANNOUNCEMENT REGARDING PARENT COMPANY OF ADVISER In early April 2005, The St. Paul Travelers Companies, Inc. ("St. Paul Travelers"), which owned 79% of Nuveen, (A) completed a public offering of a substantial portion of its equity stake in Nuveen, (B) sold Nuveen $200 million of its Nuveen shares, (C) entered into an agreement with Nuveen to sell an additional $400 million of its Nuveen shares on a "forward" basis with payment for and settlement of these shares delayed for several months, and (D) entered into agreements with two unaffiliated investment banking firms to sell an amount equal to most or all of its remaining Nuveen shares for current payment but for future settlement. The settlement of transactions (C) and (D) above would likely be deemed an "assignment" (as defined in the 1940 Act) of the investment management agreement between the Fund and NAM, which would result in the automatic termination of the agreement under the 1940 Act. The Board of Trustees will consider approval of a new ongoing investment management agreement for the Fund and the submission of the agreement for approval by the Fund's shareholders. The agreement, if approved by the Fund's shareholders, would take effect upon such approval. There can be no assurance that the approval will be obtained. 7. SUBSEQUENT EVENT - DISTRIBUTIONS TO SHAREHOLDERS The Fund declared a dividend distribution of $.0395 per share from its tax-exempt net investment income which was paid on May 2, 2005, to shareholders of record on April 15, 2005. 23 Financial HIGHLIGHTS Selected data for a share outstanding throughout each period: INVESTMENT OPERATIONS LESS DISTRIBUTIONS ----------------------------------- ------------------------ NET BEGINNING NET REALIZED/ NET ENDING ENDING NET ASSET INVESTMENT UNREALIZED INVESTMENT CAPITAL NET ASSET MARKET VALUE INCOME GAIN (LOSS) TOTAL INCOME GAINS TOTAL VALUE VALUE --------------------------------------------------------------------------------------------------------------------------------- Year Ended 3/31: 2005 $10.35 $.49 $(.14) $.35 $(.48) $ -- $(.48) $10.22 $ 9.3000 2004 10.34 .51 -- .51 (.50) -- (.50) 10.35 9.9300 2003(a) 10.57 .43 (.22) .21 (.44) -- (.44) 10.34 9.8500 Year Ended 5/31: 2002 11.21 .57 (.57) -- (.61) (.03) (.64) 10.57 10.4500 2001 11.16 .62 .06 .68 (.63) -- (.63) 11.21 10.8700 2000 11.84 .63 (.59) .04 (.62) (.10) (.72) 11.16 10.1875 ================================================================================================================================= TOTAL RETURNS RATIOS/SUPPLEMENTAL DATA ----------------------- -------------------------------------------------------------------------------------- BEFORE CREDIT AFTER CREDIT** --------------------------- ---------------------------- RATIO OF NET RATIO OF NET RATIO OF INVESTMENT RATIO OF INVESTMENT BASED ON BASED ON ENDING EXPENSES TO INCOME TO EXPENSES TO INCOME TO PORTFOLIO MARKET NET ASSET NET ASSETS AVERAGE AVERAGE AVERAGE AVERAGE TURNOVER VALUE+ VALUE+ (000) NET ASSETS NET ASSETS NET ASSETS NET ASSETS RATE ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 3/31: 2005 (1.52)% 3.44% $126,645 .61% 4.81% .60% 4.82% 10% 2004 6.03 5.09 128,335 .63 4.92 .62 4.93 13 2003(a) (1.48) 2.03 128,106 .65* 4.95* .65* 4.96* 6 Year Ended 5/31: 2002 1.87 (.06) 130,959 .69 5.23 .68 5.23 48 2001 13.15 6.19 138,804 .64 5.50 .61 5.53 35 2000 (5.48) .43 138,149 .61 5.48 .61 5.49 6 ==================================================================================================================================== * Annualized. ** After custodian fee credit, where applicable. + Total Investment Return 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. Total Return on Net Asset Value is the combination of changes in net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total returns are not annualized. (a) For the period June 1, 2002 through March 31, 2003. See accompanying notes to financial statements. 24-25 SPREAD Board Members AND OFFICERS The management of the Fund, including general supervision of the duties performed for the Fund by the Adviser, is the responsibility of the Board Members of the Fund. The number of board members of the Fund is currently set at nine. None of the board members who are not "interested" persons of the Fund 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 Fund, 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. NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR INCLUDING OTHER DIRECTORSHIPS OVERSEEN BY AND ADDRESS THE FUND APPOINTED(2) DURING PAST 5 YEARS BOARD MEMBER ------------------------------------------------------------------------------------------------------------------------------------ BOARD MEMBER WHO IS AN INTERESTED PERSON OF THE FUND: ------------------------------------------------------------------------------------------------------------------------------------ Timothy R. Schwertfeger (1) Chairman of 1994 Chairman and Director (since 1996) of Nuveen Investments, 154 3/28/49 the Board Inc. and Nuveen Investments, LLC; Director (since 1992) and 333 W. Wacker Drive and Trustee Chairman (since 1996) of Nuveen Advisory Corp. and Nuveen Chicago, IL 60606 Institutional Advisory Corp. (3); Chairman and Director (since 1997) of Nuveen Asset Management; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers Inc. (since 2002). BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUND: ------------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner Board member 1997 Private Investor and Management Consultant. 154 8/22/40 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Lawrence H. Brown Board member 1993 Retired (1989) as Senior Vice President of The Northern 154 7/29/34 Trust Company; Director, Community Advisory Board for 333 W. Wacker Drive Highland Park and Highwood, United Way of the North Chicago, IL 60606 Shore (since 2002). ------------------------------------------------------------------------------------------------------------------------------------ Jack B. Evans Board member 1999 President, The Hall-Perrine Foundation, a private philanthropic 154 10/22/48 corporation (since 1996); Director and Vice Chairman, United 333 W. Wacker Drive Fire & Casualty Company; formerly, Director, Federal Reserve Chicago, IL 60606 Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. ------------------------------------------------------------------------------------------------------------------------------------ William C. Hunter Board member 2004 Dean and Distinguished Professor of Finance, School of 154 3/6/48 Business at the University of Connecticut (since 2003); 333 W. Wacker Drive previously Senior Vice President and Director of Research Chicago, IL 60606 at the Federal Reserve Bank of Chicago (1995-2003); Director, Credit Research Center at Georgetown University; Director of Xerox Corporation (since 2004). ------------------------------------------------------------------------------------------------------------------------------------ David J. Kundert Board member 2005 Retired (2004) as Chairman, JPMorgan Fleming Asset 153 10/28/42 Management, President and CEO, Banc One Investment 333 W. Wacker Drive Advisors Corporation, and President, One Group Mutual Chicago, IL 60606 Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Board of Regents, Luther College; currently a member of the American and Wisconsin Bar Associations. 26 NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR INCLUDING OTHER DIRECTORSHIPS OVERSEEN BY AND ADDRESS THE FUND APPOINTED(2) DURING PAST 5 YEARS BOARD MEMBER ------------------------------------------------------------------------------------------------------------------------------------ BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUND (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ William J. Schneider Board member 1997 Chairman, formerly, Senior Partner and Chief Operating 154 9/24/44 Officer, Miller-Valentine Partners Ltd., a real estate 333 W. Wacker Drive investment company; formerly, Vice President, Miller-Valentine Chicago, IL 60606 Realty, a construction company; Chair, Premier Health Partners, the not-for-profit company of Miami Valley Hospital; Board Member, formerly Chair, Dayton Development Coalition; President, Philharmonic Orchestra; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio and Business Advisory Council, Cleveland Federal Reserve Bank. ------------------------------------------------------------------------------------------------------------------------------------ Judith M. Stockdale Board member 1997 Executive Director, Gaylord and Dorothy Donnelley 154 12/29/47 Foundation (since 1994); prior thereto, Executive Director, 333 W. Wacker Drive Great Lakes Protection Fund (from 1990 to 1994). Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Eugene S. Sunshine Board member 2005 Senior Vice President for Business and Finance (since 1997), 154 1/22/50 Northwestern University; Director (since 2003), Chicago 333 W. Wacker Drive Board of Options Exchange; Director (since 2003), National Chicago, IL 60606 Mentor Holdings, a privately-held, national provider of home and community-based services; Chairman (since 1997), Board of Directors, Rubicon, an insurance company owned by Northwestern University; Director (since 1997), Evanston of Commerce and Evanston Inventure, a business development organization. NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUND APPOINTED (4) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUND: ------------------------------------------------------------------------------------------------------------------------------------ Gifford R. Zimmerman Chief 1988 Managing Director (since 2002), Assistant Secretary and 154 9/9/56 Administrative Associate General Counsel, formerly, Vice President and 333 W. Wacker Drive Officer Assistant General Counsel of Nuveen Investments, LLC; Chicago, IL 60606 Managing Director (since 2002), General Counsel and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. (3); Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President (since 2000), of Nuveen Asset Management; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. (since 2003); Chartered Financial Analyst. 27 Board Members AND OFFICERS (CONTINUED) NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUND APPOINTED (4) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUND (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ Julia L. Antonatos Vice President 2004 Managing Director (since 2005), previously, Vice President 154 9/22/63 (since 2002), formerly, Assistant Vice President (since 1999) 333 W. Wacker Drive of Nuveen Investments, LLC; Chartered Financial Analyst. Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Michael T. Atkinson Vice President 2000 Vice President (since 2002), formerly, Assistant Vice 154 2/3/66 and Assistant President (since 2000), previously, Associate of Nuveen 333 W. Wacker Drive Secretary Investments, LLC. Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Peter H. D'Arrigo Vice President 1999 Vice President of Nuveen Investments, LLC (since 1999), 154 11/28/67 and Treasurer prior thereto, Assistant Vice President (since 1997); Vice 333 W. Wacker Drive President and Treasurer of Nuveen Investments, Inc. (since Chicago, IL 60606 1999); Vice President and Treasurer of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp (since 1999) (3); Vice President and Treasurer of Nuveen Asset Management (since 2002) and of Nuveen Investments Advisers Inc. (since 2002); Assistant Treasurer of NWQ Investment Management Company, LLC (since 2002); Vice President and Treasurer of Nuveen Rittenhouse Asset Management, Inc. (since 2003); Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ Jessica R. Droeger Vice President 2000 Vice President (since 2002) and Assistant General Counsel 154 9/24/64 and Secretary (since 1998), formerly, Assistant Vice President (since 1998) of 333 W. Wacker Drive Nuveen Investments, LLC; Vice President (since 2002) Chicago, IL 60606 and Assistant Secretary (since 1998), formerly Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. (3); and Nuveen Asset Management. ------------------------------------------------------------------------------------------------------------------------------------ Lorna C. Ferguson Vice President 1998 Managing Director (since 2004) formerly, Vice President of 154 10/24/45 Nuveen Investments, LLC; Managing Director (since 2004) 333 W. Wacker Drive formerly, Vice President (since 1998) of Nuveen Advisory Corp. Chicago, IL 60606 and Nuveen Institutional Advisory Corp. (3); Managing Director of Nuveen Asset Management. ------------------------------------------------------------------------------------------------------------------------------------ William M. Fitzgerald Vice President 1995 Managing Director (since 2002) of Nuveen Investments, 154 3/2/64 LLC; Managing Director (since 2001), formerly Vice President 333 W. Wacker Drive of Nuveen Advisory Corp. and Nuveen Institutional Advisory Chicago, IL 60606 Corp. (since 1995) (3); Managing Director of Nuveen Asset Management (since 2001); Vice President of Nuveen Investment Advisers Inc. (since 2002); Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ Stephen D. Foy Vice President 1998 Vice President (since 1993) and Funds Controller (since 1998) 154 5/31/54 and Controller of Nuveen Investments, LLC and Vice President and Funds 333 W. Wacker Drive Controller (1998-2004) of Nuveen Investments, Inc.; Chicago, IL 60606 Certified Public Accountant. ------------------------------------------------------------------------------------------------------------------------------------ James D. Grassi Vice President 2004 Vice President and Deputy Director of Compliance (since 2004) 154 4/13/56 and Chief of Nuveen Investments, LLC, Nuveen Investments Advisers Inc., 333 W. Wacker Drive Compliance Nuveen Asset Management and Rittenhouse Asset Management, Chicago, IL 60606 Officer Inc.; previously, Vice President and Deputy Director of Complliance (2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. (3); formerly, Senior Attorney (1994 to 2004), The Northern Trust Company. 28 NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUND APPOINTED (4) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUND (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ David J. Lamb Vice President 2000 Vice President (since 2000) of Nuveen Investments, 154 3/22/63 LLC, previously Assistant Vice President (since 1999); 333 W. Wacker Drive prior thereto, Associate of Nuveen Investments, LLC; Chicago, IL 60606 Certified Public Accountant. ------------------------------------------------------------------------------------------------------------------------------------ Tina M. Lazar Vice President 2002 Vice President (since 1999), previously, Assistant Vice 154 8/27/61 President (since 1993) of Nuveen Investments, LLC. 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Larry W. Martin Vice President 1988 Vice President, Assistant Secretary and Assistant General 154 7/27/51 and Assistant Counsel of Nuveen Investments, LLC; Vice President and 333 W. Wacker Drive Secretary Assistant Secretary of Nuveen Advisory Corp. and Nuveen Chicago, IL 60606 Institutional Advisory Corp. (3); Assistant Secretary of Nuveen Investments, Inc. and (since 1997) Nuveen Asset Management, Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC (since 2002). (1) Mr. Schwertfeger is an "interested person" of the Fund, as defined in the Investment Company Act of 1940, because he is an officer and board member of the Adviser. (2) Board members serve an indefinite term until his/her successor is elected. The year first elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen Complex. (3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into Nuveen Asset Management, effective January 1, 2005. (4) Officers serve one year terms through July 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. 29 Reinvest Automatically EASILY AND CONVENIENTLY Sidebar text: NUVEEN MAKES REINVESTING EASY. A PHONE CALL IS ALL IT TAKES TO SET UP YOUR REINVESTMENT ACCOUNT. NUVEEN CLOSED-END EXCHANGE-TRADED FUNDS DIVIDEND REINVESTMENT PLAN Your Nuveen Closed-End Exchange-Traded Fund allows you to conveniently reinvest dividends and/or capital gains 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 tax-free compounding. Just like dividends or distributions in cash, there may be times when income or capital gains taxes may be payable on dividends or 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 dividends and 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 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. Dividends and distributions received to purchase shares in the open market will normally be invested shortly after the dividend payment date. No interest will be paid on dividends and distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the dividend or 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. Should you withdraw, you can receive a certificate for all whole shares credited to your reinvestment account and cash payment for fractional shares, or cash payment for all reinvestment account shares, less brokerage commissions and a $2.50 service fee. 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 DIVIDENDS AND/OR 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. 30 Other Useful INFORMATION Effective Jan. 1, 2005, the asset management services and operations of Nuveen Advisory Corp. (NAC) and Nuveen Institutional Advisory Corp (NIAC) became part of Nuveen Asset Management (NAM). This internal consolidation is intended to simplify the delivery of services to the investment management clients of Nuveen Investments. It does not affect the investment objectives or portfolio management of any Fund. QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION Each Fund's (i) quarterly portfolio of investments, (ii) information regarding how the Funds voted proxies relating to portfolio securities held during the 12-month period ended June 30, 2004, and (iii) a description of the policies and procedures that the Funds used to determine how to vote proxies relating to portfolio securities are available 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 1-202-942-8090 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 450 Fifth Street NW, Washington, D.C. 20549. CEO CERTIFICATION DISCLOSURE The Fund's Chief Executive Officer has submitted to the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. The Fund has filed with the Securities and Exchange Commission the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act. GLOSSARY OF TERMS USED IN THIS REPORT 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 average of all the maturities of the bonds in a Fund's portfolio, computed by weighting each maturity date (the date the security comes due) by the market value of the security. This figure does not account for the likelihood of prepayments or the exercise of call provisions. MODIFIED 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. 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): A Fund's common share NAV per share is calculated by subtracting the liabilities of the Fund (including any MuniPreferred shares issued in order to leverage the Fund) from its total assets and then dividing the remainder by the number of shares outstanding. Fund NAVs are calculated at the end of each business day. 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. BOARD OF TRUSTEES Robert P. Bremner Lawrence H. Brown Jack B. Evans William C. Hunter David J. Kundert William J. Schneider Timothy R. Schwertfeger Judith M. Stockdale Eugene S. Sunshine FUND MANAGER Nuveen Asset Management 333 West Wacker Drive Chicago, IL 60606 CUSTODIAN State Street Bank & Trust Boston, MA TRANSFER AGENT AND SHAREHOLDER SERVICES State Street Bank & Trust 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 The Fund intends to repurchase shares of its own common stock in the future at such times and in such amounts as is deemed advisable. No shares were repurchased during the period covered by this report. Any future repurchases will be reported to shareholders in the next annual or semiannual report. 31 Nuveen Investments: SERVING Investors For GENERATIONS Photo of: 2 women looking at a photo album. Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions. For the past century, Nuveen Investments has adhered to the belief that the best approach to investing is to apply conservative risk-management principles to help minimize volatility. Building on this tradition, we today offer a range of high quality equity and fixed-income solutions that are integral to a well-diversified core portfolio. Our clients have come to appreciate this diversity, as well as our continued adherence to proven, long-term investing principles. WE OFFER MANY DIFFERENT INVESTING SOLUTIONS FOR OUR CLIENTS' DIFFERENT NEEDS. Managing more than $115 billion in assets, Nuveen Investments offers access to a number of different asset classes and investing solutions through a variety of products. Nuveen Investments markets its capabilities under four distinct brands: Nuveen, a leader in fixed-income investments; NWQ, a leader in value-style equities; Rittenhouse, a leader in growth-style equities; and Symphony, a leading institutional manager of market-neutral alternative investment portfolios. FIND OUT HOW WE CAN HELP YOU REACH YOUR FINANCIAL GOALS. To learn more about the products and services Nuveen Investments offers, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Be sure to obtain a prospectus, where applicable. Investors should consider the investment objective and policies, risk considerations, charges and expenses of the Fund carefully before investing. The prospectus contains this and other information relevant to an investment in the Fund. For 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. o Share prices Learn more o Fund details about Nuveen Funds at o Daily financial news WWW.NUVEEN.COM/ETF o Investor education o Interactive planning tools Logo: NUVEEN Investments EAN-A-0305D 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/etf. (To view the code, click on the Investor Resources drop down menu box, 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 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 Jack B. Evans, Chairman of the Audit Committee, who is "independent" for purposes of Item 3 of Form N-CSR. Mr. Evans was formerly President and Chief Operating Officer of SCI Financial Group, Inc., a full service registered broker-dealer and registered investment adviser ("SCI"). As part of his role as President and Chief Operating Officer, Mr. Evans actively supervised the Chief Financial Officer (the "CFO") and actively supervised the CFO's preparation of financial statements and other filings with various regulatory authorities. In such capacity, Mr. Evans was actively involved in the preparation of SCI's financial statements and the resolution of issues raised in connection therewith. Mr. Evans has also served on the audit committee of various reporting companies. At such companies, Mr. Evans was involved in the oversight of audits, audit plans, and the preparation of financial statements. Mr. Evans also formerly chaired the audit committee of the Federal Reserve Bank of Chicago. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Nuveen Select Maturities Municipal Fund 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 entered into on or after May 6, 2003, 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 BILLED TO FUND BILLED TO FUND BILLED TO FUND ------------------------------------------------------------------------------------------------------------------------------------ March 31, 2005 $ 8,652 $ 0 $ 409 $ 0 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved N/A 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ March 31, 2004 $ 8,210 $ 0 $ 385 $ 0 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved N/A 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ The above "Tax Fees" were billed for professional services for tax advice, tax compliance and tax planning. 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 Asset Management ("NAM" or the "Adviser"), and any entity controlling, controlled by or under common control with NAM ("Control Affiliate") 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 table also shows 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 --------------------------------------------------------------------------------------------------------------------- March 31, 2005 $ 0 $ 0 $ 0 --------------------------------------------------------------------------------------------------------------------- Percentage approved 0% 0% 0% pursuant to pre-approval exception --------------------------------------------------------------------------------------------------------------------- March 31, 2004 $ 0 $ 0 $ 0 --------------------------------------------------------------------------------------------------------------------- Percentage approved N/A N/A N/A 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. For engagements entered into on or after May 6, 2003, 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 de minimis 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 ------------------------------------------------------------------------------------------------------------------------------------ March 31, 2005 $ 409 $ 0 $ 0 $ 409 March 31, 2004 $ 385 $ 0 $ 0 $ 385 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 of Directors or Trustees has a separately designated audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Robert P. Bremner, Lawrence H. Brown, Jack B. Evans and William J. Schneider. ITEM 6. SCHEDULE OF INVESTMENTS. See Schedule I in Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. In the rare event that a municipal issuer held by the Fund were to issue a proxy or that the Fund were to receive a proxy issued by a cash management security, the Adviser would either engage an independent third party to determine how the proxy should be voted or vote the proxy with the consent, or based on the instructions, of the Fund's Board of Directors or Trustees or its representative. In the case of a conflict of interest, the proxy would be submitted to the applicable Fund's Board to determine how the proxy should be voted. A member of the Adviser's legal department would oversee the administration of the voting, and ensure that records were maintained in accordance with Rule 204-2(c)(2) under the Investment Advisers Act of 1940 (17 CFR 275.204-2(c)(2)), reports were filed with the SEC on Form N-PX, and the results were provided to the Board of Directors or Trustees and made available to shareholders as required by applicable rules. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable at this time. 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/etf and there were no amendments during the period covered by this report. (To view the code, click on the Investor Resources drop down menu box, 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 Select Maturities Municipal Fund ----------------------------------------------------------- By (Signature and Title)* /s/ Jessica R. Droeger ---------------------------------------------- Jessica R. Droeger Vice President and Secretary Date: June 8, 2005 ------------------------------------------------------------------- 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: June 8, 2005 ------------------------------------------------------------------- By (Signature and Title)* /s/ Stephen D. Foy ---------------------------------------------- Stephen D. Foy Vice President and Controller (principal financial officer) Date: June 8, 2005 ------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.