Agreement and Plan of Reorganization and LiquidationReorganization Agreement • December 16th, 2009 • Nuveen Washington Premium Income Municipal Fund • Illinois
This Agreement is intended to be, and is adopted as, a plan of reorganization (the “Reorganization”) pursuant to Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Reorganization will consist of (a) the acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Fund in exchange solely for common shares, par value $01 per share, of the Acquiring Fund (“Acquiring Fund Common Shares”), shares of Municipal Auction Rate Cumulative Preferred Shares, par value $.01 per share (“Muni Preferred®”), of the Acquiring Fund (“Acquiring Fund MuniPreferred” and, collectively with the Acquiring Fund Common Shares, “Acquiring Fund Shares”) and the assumption by the Acquiring Fund of substantially all of the liabilities of the Acquired Fund, and (b) the pro rata distribution, after the Closing Date hereinafter referred to, of such Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation of the Acquired Fund
