Edgar Filing: NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12

NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI)
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

--------------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

--------------------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------

5) Total fee paid:

--------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

--------------------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

--------------------------------------------------------------------------------

3) Filing Party:

--------------------------------------------------------------------------------

4) Date Filed:

--------------------------------------------------------------------------------

NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
NOVEMBER 15, 2005 60606
(800) 257-8787

OCTOBER 11, 2005

NUVEEN FLOATING RATE INCOME FUND (JFR)
NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND (JRO)
NUVEEN TAX-ADVANTAGED FLOATING RATE FUND (JFP)
NUVEEN SENIOR INCOME FUND (NSL)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)
NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO)
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG)
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI)
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY)
NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)

NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII)
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ)
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Floating Rate Income Fund ("Floating Rate"), Nuveen Floating Rate Income
Opportunity Fund ("Floating Rate Opportunity"), Nuveen Tax-Advantaged Floating
Rate Fund ("Tax-Advantaged Floating Rate"), Nuveen Senior Income Fund ("Senior
Income"), Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen Arizona
Dividend Advantage Municipal Fund 2, Nuveen Arizona Dividend Advantage Municipal
Fund 3, Nuveen California Premium Income Municipal Fund, Nuveen California
Dividend Advantage Municipal Fund, Nuveen California Dividend Advantage
Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund 3, Nuveen
Insured California Dividend Advantage Municipal Fund, Nuveen Insured California
Tax-Free Advantage Municipal Fund, Nuveen Connecticut Dividend Advantage
Municipal Fund, Nuveen Connecticut Dividend Advantage Municipal Fund 2, Nuveen
Connecticut Dividend Advantage Municipal Fund 3, Nuveen Connecticut Premium
Income Municipal Fund, Nuveen Insured Florida Tax-Free Advantage Municipal Fund,
Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Florida Investment
Quality Municipal Fund, Nuveen Florida Quality Income Municipal Fund, Nuveen
Georgia Dividend Advantage Municipal Fund, Nuveen Georgia Dividend Advantage
Municipal Fund 2, Nuveen Georgia Premium Income Municipal Fund, Nuveen Maryland
Dividend Advantage Municipal Fund, Nuveen Maryland Dividend Advantage Municipal
Fund 2, Nuveen Maryland Dividend Advantage Municipal Fund 3, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Insured Massachusetts Tax-Free Advantage
Municipal Fund, Nuveen Massachusetts Dividend Advantage Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Michigan Dividend Advantage
Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen New Jersey
Dividend Advantage Municipal Fund, Nuveen New Jersey Dividend Advantage
Municipal Fund 2, Nuveen North Carolina Dividend Advantage Municipal Fund,
Nuveen North Carolina Dividend Advantage Municipal Fund 2, Nuveen North Carolina
Dividend Advantage Municipal Fund 3, Nuveen North Carolina Premium Income
Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen Ohio

Dividend Advantage Municipal Fund 2, Nuveen Ohio Dividend Advantage Municipal
Fund 3, Nuveen Pennsylvania Dividend Advantage Municipal Fund, Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2, Nuveen Pennsylvania Premium
Income Municipal Fund 2, Nuveen Pennsylvania Investment Quality Municipal Fund,
Nuveen Texas Quality Income Municipal Fund, Nuveen Virginia Dividend Advantage
Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund 2 and Nuveen
Virginia Premium Income Municipal Fund, each a Massachusetts business trust, and
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen California Municipal
Value Fund, Inc. ("California Value"), Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen California Municipal Market Opportunity Fund, Inc.,
Nuveen California Investment Quality Municipal Fund, Inc., Nuveen California
Select Quality Municipal Fund, Inc., Nuveen California Quality Income Municipal
Fund, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Insured California Premium Income Municipal Fund 2, Inc., Nuveen Michigan
Premium Income Municipal Fund, Inc., Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen New Jersey Investment Quality Municipal Fund, Inc., Nuveen
New Jersey Premium Income Municipal Fund, Inc. and Nuveen Ohio Quality Income
Municipal Fund, Inc., each a Minnesota corporation (individually, a "Fund" and
collectively, the "Funds"), will be held in the 34th floor sales conference room
of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on
Tuesday, November 15, 2005, at 12:00 p.m., Central time (for each Fund, an
"Annual Meeting"), for the following purposes and to transact such other
business, if any, as may properly come before the Annual Meeting.

MATTERS TO BE VOTED ON BY SHAREHOLDERS:

1. To elect Members to the Board of Directors/Trustees (each a "Board" and each
Director or Trustee a "Board Member") of each Fund as outlined below:

a. For each Fund, except California Value, to elect nine (9) Board Members
to serve until the next Annual Meeting and until their successors shall
have been duly elected and qualified:

i) seven (7) Board Members to be elected by the holders of Common Shares
and Taxable Auctioned Preferred Shares for Senior Income;
FundPreferred shares for Floating Rate, Floating Rate Opportunity and
Tax-Advantaged Floating Rate; and Municipal Auction Rate Cumulative
Preferred Shares for each other Fund (collectively, "Preferred
Shares"), voting together as a single class; and

ii) two (2) Board Members to be elected by the holders of Preferred
Shares only, voting separately as a single class.

b. For California Value, to elect three (3) Board Members for multiple year
terms or until their successors shall have been duly elected and
qualified.

2. To transact such other business as may properly come before the Annual
Meeting.

Shareholders of record at the close of business on September 20, 2005 are
entitled to notice of and to vote at the Annual Meeting.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER
THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY
TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND
FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER
THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW
THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE.

Jessica R. Droeger
Vice President and Secretary

JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787

OCTOBER 11, 2005

NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC.(NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII)
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ)
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees (each a "Board" and collectively, the
"Boards," and each Director or Trustee a "Board Member" and collectively, the
"Board Members") of each of Nuveen Floating Rate Income Fund ("Floating Rate"),
Nuveen Floating Rate Income Opportunity Fund ("Floating Rate Opportunity"),
Nuveen Tax-Advantaged Floating Rate Fund ("Tax-Advantaged Floating Rate"),
Nuveen Senior Income Fund ("Senior Income"), Nuveen Arizona Dividend Advantage
Municipal Fund ("Arizona Dividend"), Nuveen Arizona Dividend Advantage Municipal
Fund 2 ("Arizona Dividend 2"), Nuveen Arizona Dividend Advantage Municipal Fund
3 ("Arizona Dividend 3"), Nuveen California Premium Income Municipal Fund
("California Premium"), Nuveen California Dividend Advantage Municipal Fund
("California Dividend"), Nuveen California Dividend Advantage Municipal Fund 2
("California Dividend 2"), Nuveen California Dividend Advantage Municipal Fund 3
("California Dividend 3"), Nuveen Insured California Dividend Advantage
Municipal Fund ("Insured California Dividend"), Nuveen Insured California
Tax-Free Advantage Municipal Fund ("Insured California Tax-Free"), Nuveen
Connecticut Dividend Advantage Municipal Fund ("Connecticut Dividend"), Nuveen
Connecticut Dividend Advantage Municipal Fund 2 ("Connecticut Dividend 2"),
Nuveen Connecticut Dividend Advantage Municipal Fund 3 ("Connecticut Dividend
3"), Nuveen Connecticut Premium Income Municipal Fund ("Connecticut Premium")
(Connecticut Dividend, Connecticut Dividend 2, Connecticut Dividend 3 and
Connecticut Premium are collectively the "Connecticut Funds"), Nuveen Insured
Florida Tax-Free Advantage Municipal Fund ("Insured Florida Tax-Free"), Nuveen
Insured Florida Premium Income Municipal Fund ("Insured Florida Premium"),
Nuveen Florida Investment Quality Municipal Fund ("Florida Investment"), Nuveen
Florida Quality Income Municipal Fund ("Florida Quality") (Insured Florida
Tax-Free, Insured Florida Premium, Florida Investment and Florida Quality are
collectively the "Florida Funds"), Nuveen Georgia Dividend Advantage Municipal
Fund ("Georgia Dividend"), Nuveen Georgia Dividend Advantage Municipal Fund 2
("Georgia Dividend 2"), Nuveen Georgia Premium Income Municipal Fund ("Georgia
Premium") (Georgia Dividend, Georgia Dividend 2 and Georgia Premium are
collectively the "Georgia Funds"), Nuveen Maryland Dividend Advantage Municipal
Fund ("Maryland Dividend"), Nuveen

Maryland Dividend Advantage Municipal Fund 2 ("Maryland Dividend 2"), Nuveen
Maryland Dividend Advantage Municipal Fund 3 ("Maryland Dividend 3"), Nuveen
Maryland Premium Income Municipal Fund ("Maryland Premium") (Maryland Dividend,
Maryland Dividend 2, Maryland Dividend 3 and Maryland Premium are collectively
the "Maryland Funds"), Nuveen Insured Massachusetts Tax-Free Advantage Municipal
Fund ("Insured Massachusetts Tax-Free"), Nuveen Massachusetts Dividend Advantage
Municipal Fund ("Massachusetts Dividend"), Nuveen Massachusetts Premium Income
Municipal Fund ("Massachusetts Premium") (Insured Massachusetts Tax-Free,
Massachusetts Dividend and Massachusetts Premium are collectively the
"Massachusetts Funds"), Nuveen Michigan Dividend Advantage Municipal Fund
("Michigan Dividend"), Nuveen Missouri Premium Income Municipal Fund ("Missouri
Premium"), Nuveen New Jersey Dividend Advantage Municipal Fund ("New Jersey
Dividend"), Nuveen New Jersey Dividend Advantage Municipal Fund 2 ("New Jersey
Dividend 2"), Nuveen North Carolina Dividend Advantage Municipal Fund ("North
Carolina Dividend"), Nuveen North Carolina Dividend Advantage Municipal Fund 2
("North Carolina Dividend 2"), Nuveen North Carolina Dividend Advantage
Municipal Fund 3 ("North Carolina Dividend 3"), Nuveen North Carolina Premium
Income Municipal Fund ("North Carolina Premium") (North Carolina Dividend, North
Carolina Dividend 2, North Carolina Dividend 3 and North Carolina Premium are
collectively the "North Carolina Funds"), Nuveen Ohio Dividend Advantage
Municipal Fund ("Ohio Dividend"), Nuveen Ohio Dividend Advantage Municipal Fund
2 ("Ohio Dividend 2"), Nuveen Ohio Dividend Advantage Municipal Fund 3 ("Ohio
Dividend 3"), Nuveen Pennsylvania Dividend Advantage Municipal Fund
("Pennsylvania Dividend"), Nuveen Pennsylvania Dividend Advantage Municipal Fund
2 ("Pennsylvania Dividend 2"), Nuveen Pennsylvania Premium Income Municipal Fund
2 ("Pennsylvania Premium 2"), Nuveen Pennsylvania Investment Quality Municipal
Fund ("Pennsylvania Investment") (Pennsylvania Dividend, Pennsylvania Dividend
2, Pennsylvania Premium 2 and Pennsylvania Investment are collectively the
"Pennsylvania Funds"), Nuveen Texas Quality Income Municipal Fund ("Texas
Quality"), Nuveen Virginia Dividend Advantage Municipal Fund ("Virginia
Dividend"), Nuveen Virginia Dividend Advantage Municipal Fund 2 ("Virginia
Dividend 2") and Nuveen Virginia Premium Income Municipal Fund ("Virginia
Premium") (Virginia Dividend, Virginia Dividend 2 and Virginia Premium are
collectively the "Virginia Funds"), each a Massachusetts business trust
(collectively, the "Massachusetts Business Trusts"), and Nuveen Arizona Premium
Income Municipal Fund, Inc. ("Arizona Premium") (Arizona Dividend, Arizona
Dividend 2, Arizona Dividend 3 and Arizona Premium are collectively the "Arizona
Funds"), Nuveen California Municipal Value Fund, Inc. ("California Value"),
Nuveen California Performance Plus Municipal Fund, Inc. ("California
Performance"), Nuveen California Municipal Market Opportunity Fund, Inc.
("California Opportunity"), Nuveen California Investment Quality Municipal Fund,
Inc. ("California Investment"), Nuveen California Select Quality Municipal Fund,
Inc. ("California Select"), Nuveen California Quality Income Municipal Fund,
Inc. ("California Quality"), Nuveen Insured California Premium Income Municipal
Fund, Inc. ("Insured California"), Nuveen Insured California Premium Income
Municipal Fund 2, Inc. ("Insured California 2") (California Value, California
Performance, California Opportunity, California Investment, California Select,
California Quality, Insured California, Insured California 2, California
Premium, California Dividend, California Dividend 2, California Dividend 3,
Insured California Dividend and Insured California Tax-Free are collectively the
"California Funds"), Nuveen Michigan Premium Income Municipal Fund, Inc.
("Michigan Premium"), Nuveen Michigan Quality Income Municipal Fund, Inc.
("Michigan Quality") (Michigan Dividend, Michigan Premium and Michigan Quality
are collectively the "Michigan Funds"), Nuveen New Jersey Investment Quality
Municipal Fund, Inc. ("New Jersey Investment"), Nuveen New Jersey Premium Income
Municipal Fund, Inc. ("New Jersey

Premium") (New Jersey Dividend, New Jersey Dividend 2, New Jersey Investment and
New Jersey Premium are collectively the "New Jersey Funds") and Nuveen Ohio
Quality Income Municipal Fund, Inc. ("Ohio Quality") (Ohio Dividend, Ohio
Dividend 2, Ohio Dividend 3 and Ohio Quality are collectively the "Ohio Funds"),
each a Minnesota corporation (collectively, the "Minnesota Corporations") (the
Massachusetts Business Trusts and Minnesota Corporations are each a "Fund" and
collectively, the "Funds"), of proxies to be voted at the Annual Meeting of
Shareholders to be held in the 34th floor sales conference room of Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Tuesday,
November 15, 2005, at 12:00 p.m., Central time (for each Fund, an "Annual
Meeting" and collectively, the "Annual Meetings"), and at any and all
adjournments thereof.

On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR the
election of the nominees as listed in this Joint Proxy Statement. Shareholders
who execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.

This Joint Proxy Statement is first being mailed to shareholders on or about
October 11, 2005.

The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.

The following table indicates which shareholders are solicited with respect to
each matter:

-------------------------------------------------------------------------------------
MATTER COMMON SHARES PREFERRED SHARES(1)
-------------------------------------------------------------------------------------

1a(i). Election of seven (7) Board Members by X X
all shareholders (except California
Value).
-------------------------------------------------------------------------------------
a(ii). Election of two (2) Board Members by X
Preferred Shares only (except California
Value).
-------------------------------------------------------------------------------------
b. Election of three (3) Board Members for X N/A
California Value by all shareholders.
-------------------------------------------------------------------------------------

(1) Taxable Auctioned Preferred Shares for Senior Income; FundPreferred shares
for Floating Rate, Floating Rate Opportunity and Tax-Advantaged Floating
Rate; and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred") for each other Fund are referred to as "Preferred Shares."

A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of Preferred Shares of each Fund (except California Value),
33 1/3% of the Preferred Shares entitled to vote and represented in person or by
proxy will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of election will determine whether or not a
quorum is present at the Annual Meeting. The inspectors of election will treat
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees,
typically in "street name," as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the

broker or nominee does not have discretionary voting power on a particular
matter) as present for purposes of determining a quorum.

For each Minnesota Corporation, the affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting will be required to elect the
Board Members of that Minnesota Corporation. For each Massachusetts Business
Trust, the affirmative vote of a plurality of the shares present and entitled to
vote at the Annual Meeting will be required to elect the Board Members of that
Massachusetts Business Trust.

For purposes of determining the approval of the proposal to elect nominees for
each of the Massachusetts Business Trusts, abstentions and broker non-votes will
have no effect on the election of Board Members. For purposes of determining the
approval of the proposal to elect nominees for each of the Minnesota
Corporations, abstentions and broker non-votes will have the effect of a vote
against the election of Board Members. The details of the proposal to be voted
on by the shareholders and the vote required for approval of the proposal is set
forth under the description of the proposal below.

Preferred Shares held in "street name" as to which voting instructions have not
been received from the beneficial owners or persons entitled to vote as of one
business day before the Annual Meeting, or, if adjourned, one business day
before the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New
York Stock Exchange, be voted by the broker on the proposal in the same
proportion as the votes cast by all Preferred shareholders as a class who have
voted on the proposal or in the same proportion as the votes cast by all
Preferred shareholders of the Fund who have voted on that item. Rule 452 permits
proportionate voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the holders of such
shares with respect to such item and (ii) less than 10% of the Preferred Shares
or shares of a series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of meeting the 30%
test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.

Those persons who were shareholders of record at the close of business on
September 20, 2005 will be entitled to one vote for each share held. As of
September 20, 2005, the shares of the Funds were issued and outstanding as
follows:

----------------------------------------------------------------------------------------------
FUND TICKER SYMBOL* COMMON SHARES PREFERRED SHARES
----------------------------------------------------------------------------------------------

Floating Rate JFR 47,286,920 Series M 4,000
Series T 4,000
Series W 4,000
Series F 4,000
----------------------------------------------------------------------------------------------
Floating Rate Opportunity JRO 28,397,051 Series M 3,200
Series TH 3,200
Series F' 3,200
----------------------------------------------------------------------------------------------
Tax-Advantaged Floating JFP 13,851,500 Series TH 3,120
Rate
----------------------------------------------------------------------------------------------
Senior Income NSL 29,806,406 Series TH 1,840
----------------------------------------------------------------------------------------------
Arizona Dividend NFZ 1,545,828 Series T 480
----------------------------------------------------------------------------------------------
Arizona Dividend 2 NKR 2,424,972 Series W 740
----------------------------------------------------------------------------------------------
Arizona Dividend 3 NXE 3,067,310 Series M 880
----------------------------------------------------------------------------------------------
Arizona Premium NAZ 4,463,440 Series TH 1,200
----------------------------------------------------------------------------------------------
California Value NCA 25,241,808 N/A
----------------------------------------------------------------------------------------------
California Performance NCP 12,965,742 Series T 1,800
Series W 640
Series F 1,800
----------------------------------------------------------------------------------------------
California Opportunity NCO 8,154,681 Series W 2,200
Series F 520
----------------------------------------------------------------------------------------------
California Investment NQC 13,580,232 Series M 3,600
Series W 880
----------------------------------------------------------------------------------------------
California Select NVC 23,096,654 Series T 2,400
Series W 1,680
Series TH 3,600
----------------------------------------------------------------------------------------------
California Quality NUC 21,999,728 Series M 1,400
Series W 3,000
Series F 3,000
----------------------------------------------------------------------------------------------
Insured California NPC 6,448,935 Series T 1,800
----------------------------------------------------------------------------------------------
Insured California 2 NCL 12,716,370 Series T 1,900
Series TH 1,900
----------------------------------------------------------------------------------------------
California Premium NCU 5,774,216 Series M 1,720
----------------------------------------------------------------------------------------------
California Dividend NAC 23,421,710 Series TH 3,500
Series F 3,500
----------------------------------------------------------------------------------------------
California Dividend 2 NVX 14,790,660 Series M 2,200
Series F 2,200
----------------------------------------------------------------------------------------------
California Dividend 3 NZH 24,112,833 Series M 3,740
Series TH 3,740
----------------------------------------------------------------------------------------------
Insured California Dividend NKL 15,259,759 Series T 2,360
Series F 2,360
----------------------------------------------------------------------------------------------
Insured California Tax-Free NKX 5,883,301 Series TH 1,800
----------------------------------------------------------------------------------------------

Connecticut Dividend NFC 2,566,305 Series T 780
----------------------------------------------------------------------------------------------
Connecticut Dividend 2 NGK 2,309,992 Series W 700
----------------------------------------------------------------------------------------------
Connecticut Dividend 3 NGO 4,352,554 Series F 1,280
----------------------------------------------------------------------------------------------
Connecticut Premium NTC 5,350,023 Series TH 1,532
----------------------------------------------------------------------------------------------
Insured Florida Tax-Free NWF 3,882,373 Series W 1,160
----------------------------------------------------------------------------------------------
Insured Florida Premium NFL 14,386,727 Series W 1,640
Series TH 2,800
----------------------------------------------------------------------------------------------
Florida Investment NQF 16,584,289 Series T 3,080
Series F 2,200
----------------------------------------------------------------------------------------------
Florida Quality NUF 14,302,595 Series M 1,700
Series TH 1,700
Series F 1,280
----------------------------------------------------------------------------------------------
Georgia Dividend NZX 1,962,625 Series M 600
----------------------------------------------------------------------------------------------
Georgia Dividend 2 NKG 4,553,660 Series F 1,320
----------------------------------------------------------------------------------------------
Georgia Premium NPG 3,799,327 Series TH 1,112
----------------------------------------------------------------------------------------------
Maryland Dividend NFM 4,167,793 Series M 1,280
----------------------------------------------------------------------------------------------
Maryland Dividend 2 NZR 4,176,211 Series F 1,280
----------------------------------------------------------------------------------------------
Maryland Dividend 3 NWI 5,359,275 Series T 1,560
----------------------------------------------------------------------------------------------
Maryland Premium NMY 10,619,846 Series W 1,404
----------------------------------------------------------------------------------------------
Insured Massachusetts NGX 2,721,006 Series TH 1,760
Tax-Free Series W 820
----------------------------------------------------------------------------------------------
Massachusetts Dividend NMB 1,952,234 Series T 600
----------------------------------------------------------------------------------------------
Massachusetts Premium NMT 4,750,453 Series TH 1,360
----------------------------------------------------------------------------------------------
Michigan Dividend NZW 2,061,972 Series W 640
----------------------------------------------------------------------------------------------
Michigan Premium NMP 7,748,342 Series M 840
Series TH 1,400
----------------------------------------------------------------------------------------------
Michigan Quality NUM 11,706,154 Series TH 3,200
Series F 560
----------------------------------------------------------------------------------------------
Missouri Premium NOM 2,271,027 Series TH 640
----------------------------------------------------------------------------------------------
New Jersey Dividend NXJ 6,557,606 Series T 1,920
----------------------------------------------------------------------------------------------
New Jersey Dividend 2 NUJ 4,511,237 Series W 1,380
----------------------------------------------------------------------------------------------
New Jersey Investment NQJ 20,465,539 Series M 3,200
Series TH 2,000
Series F 1,280
----------------------------------------------------------------------------------------------
New Jersey Premium NNJ 12,044,633 Series T 624
Series W 1,440
Series TH 1,600
----------------------------------------------------------------------------------------------
North Carolina Dividend NRB 2,253,763 Series T 680
----------------------------------------------------------------------------------------------
North Carolina Dividend 2 NNO 3,741,658 Series F 1,120
----------------------------------------------------------------------------------------------
North Carolina Dividend 3 NII 3,927,750 Series W 1,120
----------------------------------------------------------------------------------------------
North Carolina Premium NNC 6,338,218 Series TH 1,872
----------------------------------------------------------------------------------------------
Ohio Dividend NXI 4,236,796 Series W 1,240
----------------------------------------------------------------------------------------------

Ohio Dividend 2 NBJ 3,119,302 Series F 960
----------------------------------------------------------------------------------------------
Ohio Dividend 3 NVJ 2,157,883 Series T 660
----------------------------------------------------------------------------------------------
Ohio Quality NUO 9,714,245 Series M 680
Series TH 1,400
Series TH2 1,000
----------------------------------------------------------------------------------------------
Pennsylvania Dividend NXM 3,311,847 Series T 1,000
----------------------------------------------------------------------------------------------
Pennsylvania Dividend 2 NVY 3,724,790 Series M 1,140
----------------------------------------------------------------------------------------------
Pennsylvania Premium 2 NPY 15,826,751 Series M 844
Series TH 2,080
Series F 1,800
----------------------------------------------------------------------------------------------
Pennsylvania Investment NQP 16,301,498 Series T 880
Series W 2,400
Series TH 2,000
----------------------------------------------------------------------------------------------
Texas Quality NTX 9,495,144 Series M 760
Series TH 2,000
----------------------------------------------------------------------------------------------
Virginia Dividend NGB 3,124,483 Series W 960
----------------------------------------------------------------------------------------------
Virginia Dividend 2 NNB 5,711,464 Series M 1,680
----------------------------------------------------------------------------------------------
Virginia Premium NPV 8,881,193 Series T 832
Series TH 1,720
----------------------------------------------------------------------------------------------

* The common shares of all of the Funds are listed on the New York Stock
Exchange, except NFZ, NKR, NXE, NCU, NVX, NZH, NKL, NKX, NFC, NGK, NGO, NWF,
NZX, NKG, NPG, NFM, NZR, NWI, NGX, NMB, NZW, NOM, NXJ, NUJ, NRB, NNO, NII,
NXI, NBJ, NVJ, NXM, NVY, NGB and NNB, which are listed on the American Stock
Exchange.

ELECTION OF BOARD MEMBERS

GENERAL

At each Fund's Annual Meeting, Board Members are to be elected to serve until
the next Annual Meeting or until their successors shall have been duly elected
and qualified. Under the terms of each Fund's organizational documents (except
California Value), under normal circumstances, holders of Preferred Shares are
entitled to elect two (2) Board Members, and the remaining Board Members are to
be elected by holders of Common Shares and Preferred Shares, voting together as
a single class. Pursuant to the organizational documents of California Value,
the Board is divided into three classes, with each class being elected to serve
a term of three years. For California Value, three (3) Board Members are
nominated to be elected at this meeting to serve for multiple year terms.

A. FOR EACH FUND EXCEPT CALIFORNIA VALUE:

(i) Seven (7) Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Board
Members Bremner, Brown, Evans, Hunter, Kundert, Stockdale and Sunshine are
nominees for election by all shareholders.

(ii) Holders of Preferred Shares, each series voting together as a
single class, are entitled to elect two (2) of the Board Members. Board
Members Schneider and Schwertfeger are nominees for election by holders of
Preferred Shares.

B. FOR CALIFORNIA VALUE: The Board of California Value has designated
Board Members Hunter, Kundert and Sunshine as Class II Board Members, and
as nominees for Board Members for a term expiring at the annual meeting of
shareholders in 2008, and until their successors have been duly elected and
qualified. The remaining Board Members Bremner, Brown, Evans, Schneider,
Schwertfeger and Stockdale are current and continuing Board Members. The
Board of California Value has designated Board Members Brown and
Schwertfeger as continuing Class I Board Members for terms that expire in
2007 and has designated Board Members Bremner, Evans, Schneider and
Stockdale as continuing Class III Board Members for terms that expire in
2006.

It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected. However, should any nominee become unable
or unwilling to accept nomination for election, the proxies will be voted for
substitute nominees, if any, designated by that Fund's present Board.

Except for California Value, Floating Rate Opportunity and Tax-Advantaged
Floating Rate, all of the Board Member nominees except Board Members Kundert and
Sunshine were last elected to each Fund's Board at the 2004 annual meeting of
shareholders. In November 2004, Messrs. Kundert and Sunshine were appointed to
each Fund's Board effective February 23, 2005. Messrs. Kundert and Sunshine are
presented in this Joint Proxy Statement as nominees for election by shareholders
and were nominated by the nominating and governance committee of each Fund's
Board. Board Members Brown and Schwertfeger were last elected as Class I members
of the Board of California Value at the 2004 annual meeting of shareholders.
Board Members Bremner, Evans, Schneider and Stockdale were last elected as Class
III members of the Board of California Value at the 2003 annual meeting of
shareholders. This is the first Annual Meeting of Floating Rate Opportunity and
Tax-Advantaged Floating Rate. The continuing Board Member nominees of Floating
Rate Opportunity and Tax-Advantaged Floating Rate were elected by the initial
shareholder of the Fund, Nuveen Asset Management ("NAM" or the "Adviser"), on
June 22, 2004 and March 16, 2005, respectively.

Other than Mr. Schwertfeger, all Board Member nominees are not "interested
persons" of the Funds or Adviser as defined in the Investment Company Act of
1940, as amended (the "1940 Act") and have never been an employee or director of
Nuveen Investments, Inc. ("Nuveen"), the Adviser's parent company, or any
affiliate ("Independent Board Members").

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.

BOARD NOMINEES/BOARD MEMBERS

NUMBER OF
PORTFOLIOS
IN FUND OTHER
TERM OF OFFICE COMPLEX DIRECTORSHIPS
POSITION(S) AND LENGTH PRINCIPAL OVERSEEN HELD BY
NAME, ADDRESS HELD WITH OF TIME OCCUPATION(S) BY BOARD BOARD
AND BIRTH DATE FUND SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
---------------------------------------------------------------------------------------------------------

Nominees who are not
interested persons of
the Fund

Robert P. Bremner Board Term: Annual Private Investor 155 N/A
c/o Nuveen Member Length of Service: and Management
Investments, Inc. Since 1996 Consultant.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)

Lawrence H. Brown Board Term: Annual Retired (1989) as 155 See
c/o Nuveen Member Length of Service: Senior Vice Principal
Investments, Inc. Since 1993 President of The Occupation
333 West Wacker Drive Northern Trust Description
Chicago, IL 60606 Company; Director,
(7/29/34) Community Advisory
Board for Highland
Park and Highwood,
United Way of the
North Shore (since
2002).

Jack B. Evans Board Term: Annual President, The 155 See
c/o Nuveen Member Length of Service: Hall-Perrine Principal
Investments, Inc. Since 1999 Foundation, a Occupation
333 West Wacker Drive private Description
Chicago, IL 60606 philanthropic
(10/22/48) corporation (since
1996); Director and
Vice Chairman,
United Fire Group,
a publicly held
company; Adjunct
Faculty Member,
University of Iowa;
Director, Gazette
Companies; Life
Trustee of Coe
College; Director,
Iowa College
Foundation;
formerly, Director,
Alliant Energy;
formerly, Director,
Federal Reserve
Bank of Chicago;
previously,
President and Chief
Operating Officer,
SCI Financial
Group, Inc., a
regional financial
services firm.
William C. Hunter Board Term: Annual Dean and 155 See
c/o Nuveen Member Length of Service: Distinguished Principal
Investments, Inc. Since 2004 Professor of Occupation
333 West Wacker Drive Finance, School of Description
Chicago, IL 60606 Business at the
(3/6/48) University of
Connecticut;
previously, Senior
Vice President and
Director of
Research at the
Federal Reserve
Bank of Chicago
(1995-2003);
Director, Credit
Research Center at
Georgetown
University;
Director (since
2004) of Xerox
Corporation, a
publicly held
company.

David J. Kundert Board Term: Annual Retired (2004) as 153 See
c/o Nuveen Member Length of Service: Chairman, JPMorgan Principal
Investments, Inc. Since 2005 Fleming Asset Occupation
333 West Wacker Drive Management, Description
Chicago, IL 60606 President and CEO,
(10/28/42) Banc One Investment
Advisors
Corporation, and
President, One
Group Mutual Funds;
prior thereto,
Executive Vice
President, Bank 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.

William J. Schneider Board Term: Annual Chairman, formerly, 155 See
c/o Nuveen Member Length of Service: Senior Partner and Principal
Investments, Inc. Since 1996 Chief Operating Occupation
333 West Wacker Drive Officer (retired Description
Chicago, IL 60606 December 2004),
(9/24/44) Miller-Valentine
Partners Ltd., a
real estate
investment company;
formerly, Vice
President,
Miller-Valentine
Realty, a
construction
company; Director,
Chair of the
Finance Committee
and Member of the
Audit Committee of
Premier Health
Partners, the
not-for-profit
parent company of
Miami Valley
Hospital; President
of the Dayton
Philharmonic
Orchestra
Association, Board
Member, Regional
Leaders Forum which
promotes
cooperation on
economic
development issues;
Director and
Immediate Past
Chair, Dayton
Development
Coalition;
formerly, Member,
Community Advisory
Board, National
City Bank, Dayton,
Ohio and Business
Advisory Council,
Cleveland Federal
Reserve Bank.

Judith M. Stockdale Board Term: Annual Executive Director, 155 N/A
c/o Nuveen Member Length of Service: Gaylord and Dorothy
Investments, Inc. Since 1997 Donnelley
333 West Wacker Drive Foundation (since
Chicago, IL 60606 1994); prior
(12/29/47) thereto, Executive
Director, Great
Lakes Protection
Fund (from 1990 to
1994).
Eugene S. Sunshine Board Term: Annual Senior Vice 155 See
c/o Nuveen Member Length of Service: President for Principal
Investments, Inc. Since 2005 Business and Occupation
333 West Wacker Drive Finance (since Description
Chicago, IL 60606 1997), Northwestern
(1/22/50) University;
Director (since
2003), Chicago
Board of Options
Exchange; Director
(since 2003),
National 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
Chamber of Commerce
and Evanston
Inventure, a
business
development
organization.

Timothy R. Chairman Term: Annual Chairman and 155 See
Schwertfeger(2) of the Length of Service: Director (since Principal
333 West Wacker Drive Board and Since 1996 1996) of Nuveen Occupation
Chicago, IL 60606 Board Investments, Inc. Description
(3/28/49) Member and Nuveen
Investments, LLC;
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);
Director (from 1992
to 2004) and
Chairman (from 1996
to 2004) of Nuveen
Advisory Corp. and
Nuveen
Institutional
Advisory Corp.(3)
---------------------------------------------------------------------------------------------------------

(1) Length of Service indicates the year in which the individual became a Board
Member of a fund in the Nuveen fund complex.

(2) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.

(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.

BENEFICIAL OWNERSHIP

The following table lists the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen funds overseen
by the Board Member nominee as of December 31, 2004.

DOLLAR RANGE OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------------------
TAX-
FLOATING ADVANTAGED
FLOATING RATE FLOATING SENIOR ARIZONA ARIZONA
BOARD MEMBER NOMINEES RATE OPPORTUNITY RATE(1) INCOME DIVIDEND DIVIDEND 2
----------------------------------------------------------------------------------------------------------

Robert P. Bremner............. $0 $0 N/A $0 $0 $0
Lawrence H. Brown............. 0 0 N/A 1-10,000 0 0
Jack B. Evans................. 0 0 N/A 10,001- 0 0
50,000
William C. Hunter............. 0 0 N/A 0 0 0
David J. Kundert(2)........... 0 0 N/A 0 0 0
William J. Schneider.......... 10,001- 0 N/A 0 0 0
50,000
Timothy R. Schwertfeger....... 0 0 N/A Over 0 0
100,000
Judith M. Stockdale........... 0 0 N/A 0 0 0
Eugene S. Sunshine(2)......... 0 0 N/A 0 0 0
----------------------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
---------------------------------------------------------------------------------------------------
ARIZONA ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT
---------------------------------------------------------------------------------------------------

Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0 0
William J. Schneider... 0 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0 0
---------------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
------------------------------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA INSURED INSURED CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES SELECT QUALITY CALIFORNIA CALIFORNIA 2 PREMIUM DIVIDEND
------------------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
------------------------------------------------------------------------------------------------------
INSURED INSURED
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CONNECTICUT CONNECTICUT
BOARD MEMBER NOMINEES DIVIDEND 2 DIVIDEND 3 DIVIDEND TAX-FREE DIVIDEND DIVIDEND 2
------------------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------
INSURED INSURED
CONNECTICUT CONNECTICUT FLORIDA FLORIDA FLORIDA FLORIDA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM TAX-FREE PREMIUM INVESTMENT QUALITY
----------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
--------------------------------------------------------------------------------
GEORGIA GEORGIA GEORGIA MARYLAND MARYLAND
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2
--------------------------------------------------------------------------------

Robert P. Bremner...... $ 0 $ 0 $ 0 $ 0 $ 0
Lawrence H. Brown...... 0 0 0 0 0
Jack B. Evans.......... 0 0 0 0 0
William C. Hunter...... 0 0 0 0 0
David J. Kundert(2).... 0 0 0 0 0
William J. Schneider... 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0
Eugene S.
Sunshine(2).......... 0 0 0 0 0
--------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------
INSURED
MARYLAND MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM TAX-FREE DIVIDEND PREMIUM
----------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
-------------------------------------------------------------------------------
MICHIGAN MICHIGAN MICHIGAN MISSOURI NEW JERSEY
BOARD MEMBER NOMINEES DIVIDEND PREMIUM QUALITY PREMIUM DIVIDEND
-------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
-------------------------------------------------------------------------------------
NORTH NORTH
NEW JERSEY NEW JERSEY NEW JERSEY CAROLINA CAROLINA
BOARD MEMBER NOMINEES DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2
-------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
-----------------------------------------------------------------------------------
NORTH NORTH
CAROLINA CAROLINA OHIO OHIO OHIO
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
-----------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
--------------------------------------------------------------------------------------------
OHIO PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM 2 INVESTMENT
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED
INVESTMENT
COMPANIES
OVERSEEN BY
BOARD MEMBER
DOLLAR RANGE OF EQUITY SECURITIES NOMINEES IN
------------------------------------------------------------------------------ FAMILY OF
TEXAS VIRGINIA VIRGINIA VIRGINIA INVESTMENT
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM COMPANIES(3)
--------------------------------------------------------------------------------------------------

Robert P. Bremner............. $0 $0 $0 $0 Over $100,000
Lawrence H. Brown............. 0 0 0 0 Over $100,000
Jack B. Evans................. 0 0 0 0 Over $100,000
William C. Hunter............. 0 0 0 0 $50,001-$100,000
David J. Kundert(2)........... 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 Over $100,000
Timothy R. Schwertfeger....... 0 0 0 0 Over $100,000
Judith M. Stockdale........... 0 0 0 0 Over $100,000
Eugene S. Sunshine(2)......... 0 0 0 0 $50,001-$100,000
--------------------------------------------------------------------------------------------------

(1) Tax-Advantaged Floating Rate Fund did not commence operations until March
16, 2005.

(2) In November 2004, Messrs. Kundert and Sunshine were appointed to each Fund's
Board, effective February 23, 2005. Mr. Sunshine did own shares of Nuveen
Funds prior to his being appointed as a Board Member.

(3) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the Board Member in the Funds and in
all Nuveen funds overseen by the Board Member.

The following table sets forth, for each Board Member and for the Board Members
and officers as a group, the amount of shares beneficially owned in each Fund as
of December 31, 2004. The information as to beneficial ownership is based on
statements furnished by each Board Member and officer.

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------------------------------------
TAX-
FLOATING ADVANTAGED
FLOATING RATE FLOATING SENIOR ARIZONA ARIZONA
BOARD MEMBER NOMINEES RATE OPPORTUNITY RATE(2) INCOME DIVIDEND DIVIDEND 2
---------------------------------------------------------------------------------------------------------

Robert P. Bremner............. 0 0 N/A 0 0 0
Lawrence H. Brown............. 0 0 N/A 1,000 0 0
Jack B. Evans................. 0 0 N/A 5,000 0 0
William C. Hunter............. 0 0 N/A 0 0 0
David J. Kundert(3)........... 0 0 N/A 0 0 0
William J. Schneider.......... 1,000 0 N/A 0 0 0
Timothy R. Schwertfeger....... 0 0 N/A 49,000 0 0
Judith M. Stockdale........... 0 0 N/A 0 0 0
Eugene S. Sunshine(3)......... 0 0 N/A 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 1,000 0 N/A 59,525 0 0
---------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
----------------------------------------------------------------------------------------------------------
ARIZONA ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT
----------------------------------------------------------------------------------------------------------

Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
-------------------------------------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA INSURED INSURED CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES SELECT QUALITY CALIFORNIA CALIFORNIA 2 PREMIUM DIVIDEND
-------------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
-------------------------------------------------------------------------------------------------------------
INSURED INSURED
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CONNECTICUT CONNECTICUT
BOARD MEMBER NOMINEES DIVIDEND 2 DIVIDEND 3 DIVIDEND TAX-FREE DIVIDEND DIVIDEND 2
-------------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
-----------------------------------------------------------------------------------------------------
INSURED INSURED
CONNECTICUT CONNECTICUT FLORIDA FLORIDA FLORIDA FLORIDA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM TAX-FREE PREMIUM INVESTMENT QUALITY
-----------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
----------------------------------------------------------------------------------------------------
GEORGIA GEORGIA GEORGIA MARYLAND MARYLAND MARYLAND
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
----------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
--------------------------------------------------------------------------------------------------------------
INSURED
MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS MICHIGAN MICHIGAN
BOARD MEMBER NOMINEES PREMIUM TAX-FREE DIVIDEND PREMIUM DIVIDEND PREMIUM
--------------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
-------------------------------------------------------------------------------------------------------
MICHIGAN MISSOURI NEW JERSEY NEW JERSEY NEW JERSEY NEW JERSEY
BOARD MEMBER NOMINEES QUALITY PREMIUM DIVIDEND DIVIDEND 2 INVESTMENT PREMIUM
-------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
------------------------------------------------------------------------------------------------------------
NORTH CAROLINA NORTH CAROLINA NORTH CAROLINA NORTH CAROLINA OHIO
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM DIVIDEND
------------------------------------------------------------------------------------------------------------

Robert P. Bremner............. 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0
David J. Kundert(3)........... 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0
------------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
--------------------------------------------------------------------------------
OHIO OHIO OHIO PENNSYLVANIA
BOARD MEMBER NOMINEES DIVIDEND 2 DIVIDEND 3 QUALITY DIVIDEND
--------------------------------------------------------------------------------

Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert(3)........... 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine(3)......... 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0
--------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------
PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES DIVIDEND 2 PREMIUM 2 INVESTMENT
---------------------------------------------------------------------------

Robert P. Bremner............. 0 0 0
Lawrence H. Brown............. 0 0 0
Jack B. Evans................. 0 0 0
William C. Hunter............. 0 0 0
David J. Kundert(3)........... 0 0 0
William J. Schneider.......... 0 0 0
Timothy R. Schwertfeger....... 0 0 0
Judith M. Stockdale........... 0 0 0
Eugene S. Sunshine(3)......... 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0
---------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
------------------------------------------------------------------------------
TEXAS VIRGINIA VIRGINIA VIRGINIA
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM
------------------------------------------------------------------------------

(1) The numbers include share equivalents of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members as more fully described below.

(2) Tax-Advantaged Floating Rate Fund did not commence operations until March
16, 2005.

(3) In November 2004, Messrs. Kundert and Sunshine were appointed to each Fund's
Board, effective February 23, 2005. Mr. Sunshine did own shares of Nuveen
Funds prior to his being appointed as a Board Member.

On December 31, 2004, Board Members and executive officers as a group
beneficially owned 1,196,807 common shares of all funds managed by Adviser
(includes deferred units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitute less than 1% of the outstanding shares of
each Fund. As of July 31, 2005, the Board Members and executive officers as a
group beneficially owned less than 1% of the outstanding common shares of each
Fund. As of September 20, 2005, the Funds were not aware that any shareholder
beneficially owned more than 5% of any class of shares of any Fund, except as
listed below:

---------------------------------------------------------------------------------------
SHAREHOLDER NAME AND AMOUNT OF PERCENTAGE
FUND AND CLASS ADDRESS(1) SHARES OWNED OWNED
---------------------------------------------------------------------------------------

Senior Income Fund -- Common First Trust Portfolios L.P. 3,122,382 10.5%
Shares 1001 Warrenville Road
Lisle, IL 60532
First Trust Advisors L.P.
1001 Warrenville Road
Lisle, IL 60532
The Charger Corporation
1001 Warrenville Road
Lisle, IL 60532
---------------------------------------------------------------------------------------

(1) First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger
Corporation are shared beneficial owners of the amount and percentage of
Senior Income shares shown. Information is based on a Schedule 13G filed on
behalf of First Trust Portfolios L.P., First Trust Advisors L.P. and The
Charger Corporation on June 10, 2005.

COMPENSATION

For all Nuveen funds, Independent Board Members receive an $85,000 annual
retainer plus (a) a fee of $2,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled board meeting; (c) a fee
of $1,000 per day for attendance in person at an audit committee or compliance,
risk management and regulatory oversight committee meeting where in-person
attendance is required and $750 per day for audit committee attendance by
telephone or in person where in-person attendance is not required and $500 per
day for compliance, risk management and regulatory oversight committee
attendance by telephone or in person where in-person attendance is not required;
(d) a fee of $500 per day for attendance in person or by telephone for a meeting
of the dividend committee; and (e) a fee of $500 per day for attendance in
person at all other committee meetings (including ad hoc committee meetings and
shareholder meetings) on a day on which no regularly scheduled board meeting is
held in which in-person attendance is required and $250 per day for attendance
by telephone or in person at such meetings where in-person attendance is not
required, plus, in each case, expenses incurred in attending such meetings. In
addition to the payments described above, the chairperson of each committee of
the Board (except the dividend committee and executive committee) receives
$5,000 as an addition to the annual retainer paid to such individuals. When ad
hoc committees are organized, the Board may provide for additional compensation
to be paid to the members of such committees. The annual retainer, fees and
expenses are allocated among the funds managed by the Adviser, on the basis of
relative net asset sizes although fund management may, in its discretion,
establish a minimum amount to be allocated to each fund. The Board Member
affiliated with Nuveen and the Adviser serves without any compensation from the
Funds.

The boards of certain Nuveen funds (the "Participating Funds") established a
Deferred Compensation Plan for Independent Board Members ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of his or her fees. The Funds that are Participating
Funds under the Deferred Compensation Plan are Floating Rate, Floating Rate
Opportunity, Senior Income, California Value, California Performance, California
Investment, California Select, California Quality, Insured California 2,
California Dividend, California Dividend 2, California Dividend 3, Insured
California Dividend, Insured Florida Premium, Florida Investment, Florida
Quality, Michigan Quality, New Jersey Investment, New Jersey Premium,
Pennsylvania Premium 2 and Pennsylvania Investment.

The table below shows, for each Independent Board Member, the aggregate
compensation (i) paid by each Fund to each Board Member for its last fiscal year
and (ii) paid (including deferred fees) for service on the boards of the Nuveen
open-end and closed-end funds managed by the Adviser for the calendar year ended
2004. Mr. Schwertfeger, a Board Member who is an interested person of the Funds,
does not receive any compensation from the Funds or any Nuveen funds.

AGGREGATE COMPENSATION FROM THE FUNDS(2)
------------------------------------------------------------------------------------------------------------
TAX-
FLOATING ADVANTAGED
FLOATING RATE FLOATING SENIOR ARIZONA ARIZONA
BOARD MEMBER NOMINEES RATE OPPORTUNITY RATE INCOME DIVIDEND DIVIDEND 2
------------------------------------------------------------------------------------------------------------

Robert P. Bremner............. 2,166 1,206 323 623 72 113
Lawrence H. Brown............. 1,891 2,050 133 545 63 99
Jack B. Evans................. 2,229 2,233 135 640 73 115
William C. Hunter............. 1,847 1,008 116 519 59 92
David J. Kundert(1)........... 757 454 116 213 24 38
William J. Schneider.......... 2,251 1,249 126 647 72 113
Judith M. Stockdale........... 1,801 998 316 506 59 92
Eugene S. Sunshine(1)......... 984 590 118 285 32 50
------------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
---------------------------------------------------------------------------------------------------
ARIZONA ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES DIVIDEND 3 PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT
---------------------------------------------------------------------------------------------------

Robert P. Bremner...... 134 189 522 622 394 657
Lawrence H. Brown...... 118 167 506 603 386 637
Jack B. Evans.......... 137 194 537 640 403 677
William C. Hunter...... 109 155 453 540 322 570
David J. Kundert(1).... 45 64 186 222 135 234
William J. Schneider... 133 189 528 629 394 665
Judith M. Stockdale.... 110 155 436 520 324 549
Eugene S.
Sunshine(1).......... 60 85 230 274 168 289
---------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
------------------------------------------------------------------------------------------------------
INSURED
INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND
------------------------------------------------------------------------------------------------------

Robert P. Bremner...... 582 256 1,097 677 1,105 717
Lawrence H. Brown...... 565 251 1,064 657 1,071 696
Jack B. Evans.......... 600 262 1,130 698 1,138 739
William C. Hunter...... 506 210 953 588 959 623
David J. Kundert(1).... 208 88 392 243 396 257
William J. Schneider... 589 256 1,110 685 1,118 726
Judith M. Stockdale.... 487 211 918 566 924 600
Eugene S.
Sunshine(1).......... 257 109 485 300 489 317
------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
----------------------------------------------------------------------------------------------------
INSURED
CALIFORNIA CALIFORNIA INSURED CONNECTICUT CONNECTICUT FLORIDA
BOARD MEMBER NOMINEES SELECT QUALITY CALIFORNIA DIVIDEND 3 PREMIUM TAX-FREE
----------------------------------------------------------------------------------------------------

Robert P. Bremner...... 1,122 1,071 298 184 230 158
Lawrence H. Brown...... 1,088 1,039 292 170 212 152
Jack B. Evans.......... 1,155 1,103 305 184 229 158
William C. Hunter...... 974 930 244 155 193 138
David J. Kundert(1).... 401 384 101 24 29 21
William J. Schneider... 1,135 1,084 298 173 216 156
Judith M. Stockdale.... 938 896 245 156 194 139
Eugene S.
Sunshine(1).......... 495 474 126 25 31 22
----------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
----------------------------------------------------------------------------------------------------
INSURED
CALIFORNIA CONNECTICUT CONNECTICUT MARYLAND MARYLAND MARYLAND
BOARD MEMBER NOMINEES TAX-FREE DIVIDEND DIVIDEND 2 DIVIDEND DIVIDEND 2 DIVIDEND 3
----------------------------------------------------------------------------------------------------

Robert P. Bremner...... 265 113 103 182 185 226
Lawrence H. Brown...... 260 104 95 168 170 209
Jack B. Evans.......... 271 112 103 182 184 226
William C. Hunter...... 217 95 86 153 155 190
David J. Kundert(1).... 90 14 13 23 24 29
William J. Schneider... 264 106 97 171 173 212
Judith M. Stockdale.... 218 95 87 154 156 191
Eugene S.
Sunshine(1).......... 113 15 14 25 25 31
----------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
-----------------------------------------------------------------------------------------
INSURED
FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA GEORGIA
BOARD MEMBER NOMINEES PREMIUM INVESTMENT QUALITY DIVIDEND DIVIDEND 2 PREMIUM
-----------------------------------------------------------------------------------------

Robert P. Bremner...... 644 726 634 86 191 163
Lawrence H. Brown...... 612 690 603 80 176 151
Jack B. Evans.......... 646 728 636 86 190 163
William C. Hunter...... 586 661 577 72 160 137
David J. Kundert(1).... 87 98 86 11 24 21
William J. Schneider... 633 714 623 81 179 153
Judith M. Stockdale.... 601 678 592 73 161 138
Eugene S.
Sunshine(1).......... 91 103 90 12 26 22
-----------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
--------------------------------------------------------------------------------------------
INSURED
MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS MICHIGAN
BOARD MEMBER NOMINEES PREMIUM TAX-FREE DIVIDEND PREMIUM DIVIDEND
--------------------------------------------------------------------------------------------

Robert P. Bremner...... 456 116 87 202 95
Lawrence H. Brown...... 422 107 81 186 84
Jack B. Evans.......... 456 116 87 202 98
William C. Hunter...... 383 98 73 169 78
David J. Kundert(1).... 58 15 11 26 32
William J. Schneider... 429 109 82 190 95
Judith M. Stockdale.... 386 98 74 171 78
Eugene S.
Sunshine(1).......... 62 16 12 27 43
--------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
------------------------------------------------------------------------------------------------
MICHIGAN MISSOURI NEW JERSEY NEW JERSEY NEW JERSEY NEW JERSEY
BOARD MEMBER NOMINEES QUALITY PREMIUM DIVIDEND DIVIDEND 2 INVESTMENT PREMIUM
------------------------------------------------------------------------------------------------

Robert P. Bremner...... 566 96 275 193 891 531
Lawrence H. Brown...... 495 89 264 185 847 505
Jack B. Evans.......... 583 96 275 193 893 533
William C. Hunter...... 483 81 240 168 811 483
David J. Kundert(1).... 199 12 37 26 121 72
William J. Schneider... 589 90 271 190 875 522
Judith M. Stockdale.... 471 81 241 169 787 469
Eugene S.
Sunshine(1).......... 258 13 39 27 126 75
------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
-------------------------------------------------------------------------------------------------
MICHIGAN NORTH CAROLINA OHIO OHIO OHIO OHIO
BOARD MEMBER NOMINEES PREMIUM PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 QUALITY
-------------------------------------------------------------------------------------------------

Robert P. Bremner...... 354 274 194 144 100 477
Lawrence H. Brown...... 312 253 171 127 88 421
Jack B. Evans.......... 362 274 199 147 102 488
William C. Hunter...... 289 230 158 118 82 389
David J. Kundert(1).... 120 35 66 49 34 162
William J. Schneider... 354 258 194 144 100 477
Judith M. Stockdale.... 290 232 159 118 82 391
Eugene S.
Sunshine(1).......... 158 37 87 64 45 213
-------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
-------------------------------------------------------------------------
NORTH CAROLINA NORTH CAROLINA NORTH CAROLINA
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3
-------------------------------------------------------------------------

Robert P. Bremner...... 99 165 156
Lawrence H. Brown...... 92 152 144
Jack B. Evans.......... 99 165 156
William C. Hunter...... 83 139 138
David J. Kundert(1).... 13 21 21
William J. Schneider... 93 155 147
Judith M. Stockdale.... 84 140 139
Eugene S.
Sunshine(1).......... 14 22 22
-------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
----------------------------------------------------------------------------------
PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 PREMIUM 2 INVESTMENT
----------------------------------------------------------------------------------

Robert P. Bremner...... 144 161 674 722
Lawrence H. Brown...... 138 154 640 687
Jack B. Evans.......... 144 161 675 724
William C. Hunter...... 125 140 613 658
David J. Kundert(1).... 19 21 91 98
William J. Schneider... 141 158 662 710
Judith M. Stockdale.... 126 141 595 638
Eugene S.
Sunshine(1).......... 20 23 95 102
----------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(2)
----------------------------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
FUNDS PAID TO
TEXAS VIRGINIA VIRGINIA VIRGINIA BOARD
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM MEMBERS
----------------------------------------------------------------------------------------------

Robert P. Bremner............. 432 138 251 390 114,167
Lawrence H. Brown............. 381 127 232 360 112,250
Jack B. Evans................. 443 137 251 389 116,125
William C. Hunter............. 353 115 211 327 65,875
David J. Kundert(1)........... 147 18 32 50 n/a
William J. Schneider.......... 432 129 236 366 111,667
Judith M. Stockdale........... 355 116 213 330 100,700
Eugene S. Sunshine(1)......... 193 19 34 53 n/a
----------------------------------------------------------------------------------------------

(1) In November 2004, Messrs. Kundert and Sunshine were appointed to each Fund's
Board, effective February 23, 2005.

(2) Includes deferred fees. Pursuant to a deferred compensation agreement with
certain of the Funds, deferred amounts are treated as though an equivalent
dollar amount has been invested in shares of one or more eligible Nuveen
funds. Total deferred fees for the Funds (including the return from the
assumed investment in the eligible Nuveen funds) payable are:

DEFERRED FEES
-----------------------------------------------------------------------------------------------------------
FLOATING
FLOATING RATE SENIOR CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES RATE OPPORTUNITY INCOME VALUE PERFORMANCE INVESTMENT
-----------------------------------------------------------------------------------------------------------

Robert P. Bremner............. 330 144 95 82 97 103
Lawrence H. Brown............. -- -- -- -- -- --
Jack B. Evans................. 562 245 161 139 165 174
William C. Hunter............. 1,847 833 519 453 540 570
David J. Kundert(1)........... 757 454 213 186 222 234
William J. Schneider.......... 2,178 990 623 518 617 652
Judith M. Stockdale........... 807 400 227 197 234 248
Eugene S. Sunshine(1)......... 859 515 247 204 242 256
-----------------------------------------------------------------------------------------------------------

DEFERRED FEES
-----------------------------------------------------------------------------------------------------
BOARD MEMBER CALIFORNIA CALIFORNIA INSURED CALIFORNIA CALIFORNIA CALIFORNIA
NOMINEES SELECT QUALITY CALIFORNIA 2 DIVIDEND DIVIDEND 2 DIVIDEND 3
-----------------------------------------------------------------------------------------------------

Robert P. Bremner..... 176 168 91 172 106 173
Lawrence H. Brown..... -- -- -- -- -- --
Jack B. Evans......... 298 285 155 291 180 293
William C. Hunter..... 974 930 506 953 588 959
David J. Kundert(1)... 401 384 208 392 243 396
William J.
Schneider........... 1,113 1,063 578 1,088 672 1,096
Judith M. Stockdale... 423 404 220 414 256 417
Eugene S.
Sunshine(1)......... 438 419 227 429 265 433
-----------------------------------------------------------------------------------------------------

DEFERRED FEES
--------------------------------------------------------------------------------------------------
BOARD MEMBER FLORIDA MICHIGAN NEW JERSEY NEW JERSEY PENNSYLVANIA PENNSYLVANIA
NOMINEES QUALITY QUALITY INVESTMENT PREMIUM PREMIUM 2 INVESTMENT
--------------------------------------------------------------------------------------------------

Robert P. Bremner..... 100 86 140 84 106 114
Lawrence H. Brown..... -- -- -- -- -- --
Jack B. Evans......... 165 147 232 138 175 188
William C. Hunter..... 577 483 811 483 613 658
David J. Kundert(1)... 86 199 121 72 91 98
William J.
Schneider........... 623 570 875 522 662 710
Judith M. Stockdale... 222 211 299 178 226 242
Eugene S.
Sunshine(1)......... 90 225 126 75 95 102
--------------------------------------------------------------------------------------------------

DEFERRED FEES
----------------------------------------------------------
INSURED INSURED
CALIFORNIA FLORIDA FLORIDA
BOARD MEMBER NOMINEES DIVIDEND PREMIUM INVESTMENT
----------------------------------------------------------

Robert P. Bremner...... 112 102 114
Lawrence H. Brown...... -- -- --
Jack B. Evans.......... 191 168 189
William C. Hunter...... 623 586 661
David J. Kundert(1).... 257 87 98
William J. Schneider... 712 633 714
Judith M. Stockdale.... 271 226 255
Eugene S.
Sunshine(1).......... 280 91 103
----------------------------------------------------------

Nuveen maintains a charitable matching contributions program to encourage the
active support and involvement of individuals in the civic activities of their
community. The Independent Board Members of the funds managed by the Adviser are
eligible to participate in the matching contributions program of Nuveen. Under
the matching contributions program, Nuveen will match the personal contributions
of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum
amount of $10,000 during any calendar year.

COMMITTEES

The Board of each Fund has five standing committees: the executive committee,
the audit committee, the nominating and governance committee, the dividend
committee and the compliance, risk management and regulatory oversight
committee.

Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve
as members of the executive committee of each Fund. The executive committee,
which meets between regular meetings of the Board, is authorized to exercise all
of the powers of the Board; provided that the scope of the powers of the
executive committee, unless otherwise specifically authorized by the full Board,
is limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative or ministerial
nature. The executive committee of each Fund held no meetings during its last
fiscal year, except the executive committee of the Floating Rate Opportunity
Fund held one meeting and the executive committee of the Tax-Advantaged Floating
Rate Fund held two meetings.

Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current
members of the dividend committee of each Fund. The dividend committee is
authorized to declare distributions on the Fund's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each Fund held five meetings during its
last fiscal year, except the dividend committee of the Tax-Advantaged Floating
Rate Fund held three meetings.

Lawrence H. Brown, William C. Hunter, David J. Kundert, William J. Schneider,
Chair, and Judith M. Stockdale are current members of the compliance, risk
management and regulatory oversight committee of each Fund. The compliance, risk
management and regulatory oversight committee is responsible for the oversight
of compliance issues, risk management, and other regulatory matters affecting
the Funds which are not otherwise the jurisdiction of the other Board
committees. As part of its duties regarding compliance matters, the committee
was responsible during 2004 for the oversight of the Pricing Procedures of the
Funds and the internal Valuation Group. The compliance, risk management and
regulatory oversight committee of each Fund held four meetings during its last
fiscal year, except the compliance, risk management and regulatory oversight
committee of the Tax-Advantaged Floating Rate Fund held two meetings.

Each Fund's Board has an audit committee, established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
composed of Independent Board Members who are "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner,
Lawrence H. Brown, Jack B. Evans, Chair,

William J. Schneider and Eugene S. Sunshine are current members of the audit
committee of each Fund. The audit committee is responsible for the oversight and
monitoring of (1) the accounting and reporting policies, processes and practices
and the audit of the financial statement of the Funds, (2) the quality and
integrity of the financial statements of the Funds, and (3) the independent
auditors' qualifications, performance and independence. The audit committee
reviews the work and any recommendations of the Funds' independent auditors.
Based on such review, it is authorized to make recommendations to the Board.
Commencing in 2005, the audit committee is responsible for the oversight of the
Pricing Procedures of the Funds and the internal Valuation Group. The Boards
adopted an Audit Committee Charter that conforms to the listing standards of the
New York Stock Exchange and American Stock Exchange. A copy of the Audit
Committee Charter is attached to the proxy statement as Appendix A. The audit
committee of each Fund held four meetings during its last fiscal year, except
the audit committee of the Tax-Advantaged Floating Rate Fund held one meeting.

Each Fund has a nominating and governance committee composed entirely of
Independent Board Members who are also "independent" as defined by New York
Stock Exchange or American Stock Exchange listing standards, as applicable.
Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter,
David J. Kundert, William J. Schneider, Judith M. Stockdale and Eugene S.
Sunshine are current members of the nominating and governance committee of each
Fund. The purpose of the nominating and governance committee is to seek,
identify and recommend to the Board qualified candidates for election or
appointment to each Fund's Board. In addition, the committee oversees matters of
corporate governance, including the evaluation of Board performance and
processes, and assignment and rotation of committee members, and the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable. The committee operates under a written charter adopted
and approved by the Boards. The nominating and governance committee charter is
available on the Funds' website at
http://www.nuveen.com/etf/products/fundGovernance.aspx. The nominating and
governance committee of each Fund held five meetings during its last fiscal
year, except the nominating and governance committee of the Tax-Advantaged
Floating Rate Fund held one meeting and the nominating and governance committee
of the California Funds held four meetings.

The nominating and governance committee looks to many sources for
recommendations of qualified Board members, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to nominate a candidate to
their Fund's Board should mail information to the attention of Lorna Ferguson,
Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Fund and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board Members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will

be acknowledged, although there may be times when the committee is not actively
recruiting new Board members. In those circumstances nominations will be kept on
file until active recruitment is under way.

The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the Adviser or other
service providers. These experience requirements may vary depending on the
current composition of the Board, since the goal is to ensure an appropriate
range of skills and experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and professional
competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates nominees when the nominee is submitted by a shareholder. The
nominating and governance committee reserves the right to make the final
selection regarding the nomination of any prospective Board member.

The Board of each Fund held four regular quarterly meetings and six special
meetings during the last fiscal year, except the Board of the Tax-Advantaged
Floating Rate Fund held five regular quarterly meetings and seven special
meetings, the Board of the Floating Rate Opportunity Fund held five regular
quarterly meetings and six special meetings, the Boards of the Senior Income
Fund, the Floating Rate Fund, the Arizona Funds, the Michigan Funds, the Ohio
Funds and the Texas Fund held five regular quarterly meetings and five special
meetings and the Board of the California Funds held four regular quarterly
meetings and four special meetings. During the last fiscal year, each Board
Member attended 75% or more of each Fund's Board meetings and the committee
meetings (if a member thereof) held during the period for which such Board
Member was a Board Member. The policy of the Board relating to attendance by
Board Members at annual meetings of the Funds and the number of Board Members
who attended the last annual meeting of shareholders of each Fund is posted on
the Funds' website at www.nuveen.com/etf/products/fundgovernance.aspx.

THE OFFICERS

The following table sets forth information as of September 15, 2005 with respect
to each officer of the Funds other than Mr. Schwertfeger (who is a Board Member
and is included in the table relating to nominees for the Board). Officers
receive no compensation from the Funds. The officers are elected by the Board on
an annual basis to serve until successors are elected and qualified.

------------------------------------------------------------------------------------------
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
POSITION(S) LENGTH OF COMPLEX
NAME, ADDRESS HELD WITH TIME PRINCIPAL OCCUPATION(S) SERVED BY
AND BIRTHDATE FUND SERVED(1) DURING PAST 5 YEARS OFFICER
------------------------------------------------------------------------------------------

Gifford R. Zimmerman Chief Term: Annual Managing Director 155
333 West Wacker Drive Administrative Length of (since 2002), Assistant
Chicago, IL 60606 Officer Service: Since Secretary and Associate
(9/9/56) 1988 General Counsel,
formerly, Vice
President of Nuveen
Investments, LLC;
Managing Director
(since 2002), Assistant
Secretary and Associate
General Counsel,
formerly, Vice
President 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); previously,
Managing Director (from
2002 to 2004), General
Counsel and Assistant
Secretary, formerly,
Vice President of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.;(2) Chartered
Financial Analyst.

Julia L. Antonatos Vice President Term: Annual Managing Director 155
333 West Wacker Drive Length of (since 2005),
Chicago, IL 60606 Service: Since previously, Vice
(9/22/63) 2004 President (since 2002),
formerly, Assistant
Vice President (since
1999) of Nuveen
Investments, LLC;
Chartered Financial
Analyst.

Michael T. Atkinson Vice President Term: Annual Vice President (since 155
333 West Wacker Drive and Assistant Length of 2002), formerly,
Chicago, IL 60606 Secretary Service: Since Assistant Vice
(2/3/66) 2002 President (from 2000),
previously, Associate
of Nuveen Investments,
LLC.

Peter H. D'Arrigo Vice President Term: Annual Vice President of 155
333 West Wacker Drive and Treasurer Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: Since (since 1999); prior
(11/28/67) 1999 thereto, Assistant Vice
President (from 1997);
Vice President and
Treasurer (since 1999)
of Nuveen Investments,
Inc.; Vice President
and Treasurer of Nuveen
Asset Management (since
2002) and of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Treasurer of
NWQ Investments
Management Company, LLC
(since 2002); Vice
President and Treasurer
of Nuveen Rittenhouse
Asset Management, Inc.
(since 2003); Vice
President and Treasurer
(from 1999 to 2004) of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.;(2) Chartered
Financial Analyst.

Jessica R. Droeger Vice President Term: Annual Vice President (since 155
333 West Wacker Drive and Secretary Length of 2002) and Assistant
Chicago, IL 60606 Service: Since General Counsel (since
(9/24/64) 1998 1998), formerly,
Assistant Vice
President (from 1998)
of Nuveen Investments,
LLC; Vice President and
Assistant Secretary
(since 2005) of Nuveen
Asset Management; Vice
President (from 2002 to
2004) and Assistant
Secretary (from 1998 to
2004), of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)

Lorna C. Ferguson Vice President Term: Annual Managing Director 155
333 West Wacker Drive Length of (since 2004),
Chicago, IL 60606 Service: Since previously, Vice
(10/24/45) 1998 President of Nuveen
Investments, LLC;
Managing Director of
Nuveen Asset
Management; previously,
Managing Director
(2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
William M. Fitzgerald Vice President Term: Annual Managing Director of 155
333 West Wacker Drive Length of Nuveen Asset Management
Chicago, IL 60606 Service: Since (since 2001); Vice
(3/2/64) 1995 President of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director (from
2001 to 2004),
formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(2)
Chartered Financial
Analyst.

Stephen D. Foy Vice President Term: Annual Vice President (since 155
333 West Wacker Drive and Controller Length of 1993) and Funds
Chicago, IL 60606 Service: Since Controller (since 1998)
(5/31/54) 1993 of Nuveen Investments,
LLC; Vice President
(since 1998) and
formerly, Funds
Controller of Nuveen
Investments, Inc.;
Certified Public
Accountant.

James D. Grassi Vice President Term: Annual Vice President and 155
333 West Wacker Drive and Chief Length of Deputy Director of
Chicago, IL 60606 Compliance Service: Since Compliance (since 2004)
(4/13/56) Officer 2004 of Nuveen Investments,
LLC, Nuveen Investments
Advisers Inc., Nuveen
Asset Management and
Rittenhouse Asset
Management, Inc.;
previously, Vice
President and Deputy
Director of Compliance
(2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(2)
formerly, Senior
Attorney (1994 to
2004), The Northern
Trust Company.

David J. Lamb Vice President Term: Annual Vice President of 155
333 West Wacker Drive Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: Since (since 2000); prior
(3/22/63) 2000 thereto, Assistant Vice
President (from 1999);
Certified Public
Accountant.

Tina M. Lazar Vice President Term: Annual Vice President of 155
333 West Wacker Drive Length of Nuveen Investments, LLC
Chicago, IL 60606 Service: Since (since 1999); prior
(8/27/61) 2002 thereto, Assistant Vice
President (since 1993)
of Nuveen Investments,
LLC.

Larry W. Martin Vice President Term: Annual Vice President, 155
333 West Wacker Drive and Assistant Length of Assistant Secretary and
Chicago, IL 60606 Secretary Service: Since Assistant General
(7/27/51) 1988 Counsel of Nuveen
Investments, LLC; Vice
President, Assistant
General Counsel and
Assistant Secretary of
Nuveen Investments,
Inc.; Vice President
(since 2005) and
Assistant Secretary
(since 1997) of Nuveen
Asset Management; Vice
President (since 2000),
Assistant Secretary and
Assistant General
Counsel (since 1998) of
Rittenhouse Asset
Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002);
previously, Vice
President and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
------------------------------------------------------------------------------------------

(1) Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.

(2) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.

AUDIT COMMITTEE REPORT

The audit committee of the Board is responsible for the oversight and monitoring
of (1) the accounting and reporting policies, processes and practices, and the
audit of the financial statements, of each Fund, (2) the quality and integrity
of the financial statements of the Funds, and (3) the independent registered
public accounting firm's qualifications, performance and independence. In its
oversight capacity, the committee reviews each Fund's annual financial
statements with both management and the independent registered public accounting
firm and the committee meets periodically with the independent registered public
accounting firm to consider their evaluation of each Fund's financial and
internal controls. The committee also selects, retains, evaluates and may
replace each Fund's independent registered public accounting firm. The committee
is currently composed of five Board

Members and operates under a written charter adopted and approved by the Board,
a copy of which is attached as Appendix A. Each committee member meets the
independence and experience requirements applicable to the Funds of the New York
Stock Exchange, the American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 and the rules and regulations of the Securities and
Exchange Commission.

The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent registered public accounting firm. The
committee has also reviewed and discussed the audited financial statements with
management. Management has represented to the independent registered public
accounting firm that each Fund's financial statements were prepared in
accordance with generally accepted accounting principles. The committee has also
discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards ("SAS") No. 61,
(Communication with Audit Committees), as amended by SAS No. 90 (Audit Committee
Communications). Each Fund's independent registered public accounting firm
provided to the committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the committee discussed with representatives of the independent registered
public accounting firm their firm's independence. As provided in the Audit
Committee Charter, it is not the committee's responsibility to determine, and
the considerations and discussions referenced above do not ensure, that each
Fund's financial statements are complete and accurate and presented in
accordance with generally accepted accounting principles.

Based on the committee's review and discussions with management and the
independent registered public accounting firm, the representations of management
and the report of the independent registered public accounting firm to the
committee, the committee has recommended that the Board include the audited
financial statements in each Fund's Annual Report.

The members of the committee are:

Robert P. Bremner
Lawrence H. Brown
Jack B. Evans
William J. Schneider
Eugene S. Sunshine

AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed
by Ernst & Young LLP during each Fund's last two fiscal years (i) to each Fund
for services provided to the Fund and (ii) to the Adviser and certain entities
controlling, controlled by, or under common control with the Adviser that
provide ongoing services to each Fund ("Adviser Entities") for engagements
directly related to the operations and financial reporting of each Fund.

--------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
----------------- --------------------------------- -----------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES(5)
----------------- --------------- --------------- --------------- -----------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2004 2005 2004 2005 2004 2005 2004 2005 2004 2005
-------------------------------------------------------------------------------------------

Floating Rate(6)............. $33,000 $58,933 $ 0 $ 0 $ 0 $ 0 $0 $919 $ 0 $282,575
Floating Rate
Opportunity(7)............. 11,500 48,364 0 0 0 0 0 860 0 282,575
Tax-Advantaged Floating
Rate(8).................... N/A 37,000 N/A 0 N/A 0 N/A 0 N/A 282,575
Senior Income................ 40,000 28,803 0 0 0 0 364 834 0 282,575
Arizona Dividend............. 6,193 6,513 0 0 0 0 569 586 0 282,575
Arizona Dividend 2........... 6,646 6,984 0 0 0 0 686 593 0 282,575
Arizona Dividend 3........... 6,868 7,234 0 0 0 0 743 597 0 282,575
Arizona Premium.............. 7,482 7,875 0 0 0 0 379 411 0 282,575
California Value............. 11,096 11,682 0 0 0 0 405 429 0 282,575
California Performance....... 12,197 12,820 0 0 0 0 413 434 0 282,575
California Opportunity....... 9,720 10,269 0 0 0 0 395 422 0 282,575
California Investment........ 12,571 13,228 0 0 0 0 416 436 0 282,575
California Select............ 17,617 18,575 0 0 0 0 452 462 0 282,575
California Quality........... 17,059 18,014 0 0 0 0 448 459 0 282,575
Insured California........... 8,718 9,124 0 0 0 0 388 417 0 282,575
Insured California 2......... 11,793 12,370 0 0 0 0 410 432 0 282,575
California Premium........... 8,204 8,660 0 0 0 0 384 414 0 282,575
California Dividend.......... 17,374 18,320 0 0 0 0 450 1,009 0 282,575
California Dividend 2........ 12,752 13,481 0 0 0 0 2,264 776 0 282,575
California Dividend 3........ 17,369 18,395 0 0 0 0 3,450 1,013 0 282,575
Insured California
Dividend................... 13,234 13,938 0 0 0 0 2,392 972 0 282,575

----------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER
AND ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2004 2005 2004 2005
---------------------------------

Floating Rate(6)............. $0 $1,000 $ 0 $ 0
Floating Rate
Opportunity(7)............. 0 0 0 0
Tax-Advantaged Floating
Rate(8).................... N/A 0 N/A 0
Senior Income................ 4,500 6,050 0 0
Arizona Dividend............. 2,500 2,700 0 0
Arizona Dividend 2........... 2,500 2,700 0 0
Arizona Dividend 3........... 2,500 2,700 0 0
Arizona Premium.............. 2,500 2,700 0 0
California Value............. 0 0 0 0
California Performance....... 2,500 2,700 0 0
California Opportunity....... 2,500 2,700 0 0
California Investment........ 2,500 2,700 0 0
California Select............ 2,500 2,700 0 0
California Quality........... 2,500 2,700 0 0
Insured California........... 2,500 2,700 0 0
Insured California 2......... 2,500 2,700 0 0
California Premium........... 2,500 2,700 0 0
California Dividend.......... 2,500 2,700 0 0
California Dividend 2........ 2,500 2,700 0 0
California Dividend 3........ 2,500 2,700 0 0
Insured California
Dividend................... 2,500 2,700 0 0

Insured California
Tax-Free................... $8,316 $8,764 $0 $0 $0 $0 $1,115 $692 $0 $282,575
Connecticut Dividend......... 6,694 7,042 0 0 0 0 699 578 0 282,575
Connecticut Dividend 2....... 6,590 6,917 0 0 0 0 674 578 0 282,575
Connecticut Dividend 3....... 7,521 7,908 0 0 0 0 912 581 0 282,575
Connecticut Premium.......... 8,035 8,450 0 0 0 0 383 409 0 282,575
Insured Florida Tax-Free..... 7,298 7,667 0 0 0 0 378 584 0 282,575
Insured Florida Premium...... 13,041 13,625 0 0 0 0 420 438 0 282,575
Florida Investment........... 13,965 14,677 0 0 0 0 427 443 0 282,575
Florida Quality.............. 12,870 13,538 0 0 0 0 418 438 0 282,575
Georgia Dividend............. 6,392 6,722 0 0 0 0 621 577 0 282,575
Georgia Dividend 2........... 7,599 7,991 0 0 0 0 931 581 0 282,575
Georgia Premium.............. 7,270 7,649 0 0 0 0 378 406 0 282,575
Maryland Dividend............ 7,488 7,877 0 0 0 0 908 581 0 282,575
Maryland Dividend 2.......... 7,525 7,906 0 0 0 0 914 581 0 282,575
Maryland Dividend 3.......... 7,994 8,411 0 0 0 0 1,032 582 0 282,575
Maryland Premium............. 10,613 11,195 0 0 0 0 402 417 0 282,575
Insured Massachusetts
Tax-Free................... 6,739 7,091 0 0 0 0 374 578 0 282,575
Massachusetts Dividend....... 6,402 6,733 0 0 0 0 624 403 0 282,575
Massachusetts Premium........ 7,706 8,115 0 0 0 0 381 407 0 282,575
Michigan Dividend............ 6,451 6,790 0 0 0 0 636 590 0 282,575
Michigan Premium............. 9,304 9,785 0 0 0 0 393 420 0 282,575
Michigan Quality............. 11,608 12,181 0 0 0 0 409 431 0 282,575
Missouri Premium............. 6,496 6,839 0 0 0 0 372 404 0 282,575
New Jersey Dividend.......... 8,677 9,138 0 0 0 0 1,212 624 0 282,575
New Jersey Dividend 2........ 7,692 8,105 0 0 0 0 957 609 0 282,575
New Jersey Investment........ 15,935 16,737 0 0 0 0 440 453 0 282,575

Insured California
Tax-Free................... $2,500 $2,700 $0 $0
Connecticut Dividend......... 2,450 2,650 0 0
Connecticut Dividend 2....... 2,450 2,650 0 0
Connecticut Dividend 3....... 2,450 2,650 0 0
Connecticut Premium.......... 2,450 2,650 0 0
Insured Florida Tax-Free..... 2,500 2,700 0 0
Insured Florida Premium...... 2,500 2,700 0 0
Florida Investment........... 2,500 2,700 0 0
Florida Quality.............. 2,500 2,700 0 0
Georgia Dividend............. 2,450 2,650 0 0
Georgia Dividend 2........... 2,450 2,650 0 0
Georgia Premium.............. 2,450 2,650 0 0
Maryland Dividend............ 2,450 2,650 0 0
Maryland Dividend 2.......... 2,450 2,650 0 0
Maryland Dividend 3.......... 2,450 2,650 0 0
Maryland Premium............. 2,450 2,650 0 0
Insured Massachusetts
Tax-Free................... 2,450 2,650 0 0
Massachusetts Dividend....... 2,450 2,650 0 0
Massachusetts Premium........ 2,450 2,650 0 0
Michigan Dividend............ 2,500 2,700 0 0
Michigan Premium............. 2,500 2,700 0 0
Michigan Quality............. 2,500 2,700 0 0
Missouri Premium............. 2,450 2,650 0 0
New Jersey Dividend.......... 2,500 2,700 0 0
New Jersey Dividend 2........ 2,500 2,700 0 0
New Jersey Investment........ 2,500 2,700 0 0

New Jersey Premium........... $11,704 $12,231 $0 $0 $0 $0 $410 $431 $0 $282,575
North Carolina Dividend...... 6,539 6,879 0 0 0 0 661 578 0 282,575
North Carolina Dividend 2.... 7,299 7,670 0 0 0 0 857 406 0 282,575
North Carolina Dividend 3.... 7,285 7,663 0 0 0 0 852 580 0 282,575
North Carolina Premium....... 8,546 8,977 0 0 0 0 387 410 0 282,575
Ohio Dividend................ 7,523 7,932 0 0 0 0 380 433 0 282,575
Ohio Dividend 2.............. 6,982 7,349 0 0 0 0 774 424 0 282,575
Ohio Dividend 3.............. 6,501 6,842 0 0 0 0 650 417 0 282,575
Ohio Quality................. 10,653 11,214 0 0 0 0 403 426 0 282,575
Pennsylvania Dividend........ 7,124 7,464 0 0 0 0 813 600 0 282,575
Pennsylvania Dividend 2...... 7,316 7,692 0 0 0 0 863 603 0 282,575
Pennsylvania Premium 2....... 13,414 13,977 0 0 0 0 422 440 0 282,575
Pennsylvania Investment...... 13,969 14,603 0 0 0 0 426 443 0 282,575
Texas Quality................ 10,176 10,691 0 0 0 0 398 424 0 282,575
Virginia Dividend............ 6,972 7,349 0 0 0 0 772 405 0 282,575
Virginia Dividend 2.......... 8,286 8,710 0 0 0 0 1,111 583 0 282,575
Virginia Premium............. 9,853 10,388 0 0 0 0 396 414 0 282,575
--------------------------------------------------------------------------------------------------------------------------

New Jersey Premium........... $2,500 $2,700 $0 $0
North Carolina Dividend...... 2,450 2,650 0 0
North Carolina Dividend 2.... 2,450 2,650 0 0
North Carolina Dividend 3.... 2,450 2,650 0 0
North Carolina Premium....... 2,450 2,650 0 0
Ohio Dividend................ 2,500 2,700 0 0
Ohio Dividend 2.............. 2,500 2,700 0 0
Ohio Dividend 3.............. 2,500 2,700 0 0
Ohio Quality................. 2,500 2,700 0 0
Pennsylvania Dividend........ 2,500 2,700 0 0
Pennsylvania Dividend 2...... 2,500 2,700 0 0
Pennsylvania Premium 2....... 2,500 2,700 0 0
Pennsylvania Investment...... 2,500 2,700 0 0
Texas Quality................ 2,500 2,700 0 0
Virginia Dividend............ 2,450 2,650 0 0
Virginia Dividend 2.......... 2,450 2,650 0 0
Virginia Premium............. 2,450 2,650 0 0
-----------------------------

(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of the Fund's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.

(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees."

(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning.

(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."

(5) "Tax Fees billed to Adviser and Adviser Entities" reflect fees billed to the
Adviser primarily for Fund tax return preparation.

(6) "Audit Fees" for 2004 have been revised to reflect fees paid for audit
registration statements for common and preferred stock offerings.

(7) "Audit Fees" for 2004 have been revised to reflect fees paid for audit
registration statements for common stock offerings. Common stock offering
costs are also included in 2005.

(8) "Audit Fees" include fees paid for audit registration statements for common
stock offerings.

NON-AUDIT FEES. The following tables provide the aggregate non-audit fees billed
by Ernst & Young LLP for services rendered to each Fund, the Adviser and the
Adviser Entities during each Fund's last two fiscal years.

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE OPERATIONS BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES AND FINANCIAL REPORTING ADVISER ENTITIES (ALL OTHER
FUND BILLED TO FUND OF FUND) ENGAGEMENTS) TOTAL
----------------------------- ------------------------- --------------------------- ---------------------------- -----------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004 ENDED 2005 ENDED 2004
-----------------------------------------------------------------------------------------------------------------------------------

Floating Rate................ $0 $1,919 $0 $282,575 $0 $0 $0
Floating Rate Opportunity.... 0 860 0 282,575 0 0 0
Tax-Advantaged Floating
Rate....................... N/A 0 N/A 282,575 N/A 0 N/A
Senior Income................ 4,864 6,884 0 282,575 0 0 4,864
Arizona Dividend............. 3,069 3,286 0 282,575 0 0 3,069
Arizona Dividend 2........... 3,186 3,293 0 282,575 0 0 3,186
Arizona Dividend 3........... 3,243 3,297 0 282,575 0 0 3,243
Arizona Premium.............. 2,879 3,111 0 282,575 0 0 2,879
California Value............. 405 429 0 282,575 0 0 405
California Performance....... 2,913 3,134 0 282,575 0 0 2,913
California Opportunity....... 2,895 3,122 0 282,575 0 0 2,895
California Investment........ 2,916 3,136 0 282,575 0 0 2,916
California Select............ 2,952 3,162 0 282,575 0 0 2,952
California Quality........... 2,948 3,159 0 282,575 0 0 2,948
Insured California........... 2,888 3,117 0 282,575 0 0 2,888
Insured California 2......... 2,910 3,132 0 282,575 0 0 2,910
California Premium........... 2,884 3,114 0 282,575 0 0 2,884
California Dividend.......... 2,950 3,709 0 282,575 0 0 2,950
California Dividend 2........ 4,764 3,476 0 282,575 0 0 4,764
California Dividend 3........ 5,950 3,713 0 282,575 0 0 5,950

----------------------------- -----------

FUND TOTAL
----------------------------- -----------
FISCAL YEAR
ENDED 2005
----------------------------- -----------

Floating Rate................ $284,494
Floating Rate Opportunity.... 283,435
Tax-Advantaged Floating
Rate....................... 282,575
Senior Income................ 289,459
Arizona Dividend............. 285,861
Arizona Dividend 2........... 285,868
Arizona Dividend 3........... 285,872
Arizona Premium.............. 285,686
California Value............. 283,004
California Performance....... 285,709
California Opportunity....... 285,697
California Investment........ 285,711
California Select............ 285,737
California Quality........... 285,734
Insured California........... 285,692
Insured California 2......... 285,707
California Premium........... 285,689
California Dividend.......... 286,284
California Dividend 2........ 286,051
California Dividend 3........ 286,288

------------------------------------------------------------------------------------------------------------
The above "Total Non-Audit Fees Billed to Adviser and Adviser Entities" include "Tax Fees" billed to Adviser
in the amount of $282,575 from the Audit and Related Fees table.

Insured California
Dividend................... $ 4,892 $ 3,672 $ 0 $ 282,575 $ 0 $ 0 $ 4,892
Insured California
Tax-Free................... 3,615 3,392 0 282,575 0 0 3,615
Connecticut Dividend......... 3,149 3,228 0 282,575 0 0 3,149
Connecticut Dividend 2....... 3,124 3,228 0 282,575 0 0 3,124
Connecticut Dividend 3....... 3,362 3,231 0 282,575 0 0 3,362
Connecticut Premium.......... 2,833 3,059 0 282,575 0 0 2,833
Insured Florida Tax-Free..... 2,878 3,284 0 282,575 0 0 2,878
Insured Florida Premium...... 2,920 3,138 0 282,575 0 0 2,920
Florida Investment........... 2,927 3,143 0 282,575 0 0 2,927
Florida Quality.............. 2,918 3,138 0 282,575 0 0 2,918
Georgia Dividend............. 3,071 3,227 0 282,575 0 0 3,071
Georgia Dividend 2........... 3,381 3,231 0 282,575 0 0 3,381
Georgia Premium.............. 2,828 3,056 0 282,575 0 0 2,828
Maryland Dividend............ 3,358 3,231 0 282,575 0 0 3,358
Maryland Dividend 2.......... 3,364 3,231 0 282,575 0 0 3,364
Maryland Dividend 3.......... 3,482 3,232 0 282,575 0 0 3,482
Maryland Premium............. 2,852 3,067 0 282,575 0 0 2,852
Insured Massachusetts
Tax-Free................... 2,824 3,228 0 282,575 0 0 2,824
Massachusetts Dividend....... 3,074 3,053 0 282,575 0 0 3,074
Massachusetts Premium........ 2,831 3,057 0 282,575 0 0 2,831
Michigan Dividend............ 3,136 3,290 0 282,575 0 0 3,136
Michigan Premium............. 2,893 3,120 0 282,575 0 0 2,893

----------------------------- -----------

FUND TOTAL
----------------------------- -----------
FISCAL YEAR
ENDED 2005
----------------------------- -----------

Insured California
Dividend................... $ 286,247
Insured California
Tax-Free................... 285,968
Connecticut Dividend......... 285,803
Connecticut Dividend 2....... 285,803
Connecticut Dividend 3....... 285,806
Connecticut Premium.......... 285,634
Insured Florida Tax-Free..... 285,859
Insured Florida Premium...... 285,713
Florida Investment........... 285,718
Florida Quality.............. 285,713
Georgia Dividend............. 285,802
Georgia Dividend 2........... 285,806
Georgia Premium.............. 285,631
Maryland Dividend............ 285,806
Maryland Dividend 2.......... 285,806
Maryland Dividend 3.......... 285,807
Maryland Premium............. 285,642
Insured Massachusetts
Tax-Free................... 285,803
Massachusetts Dividend....... 285,628
Massachusetts Premium........ 285,632
Michigan Dividend............ 285,865
Michigan Premium............. 285,695

Michigan Quality............. $ 2,909 $ 3,131 $ 0 $ 282,575 $ 0 $ 0 $ 2,909
Missouri Premium............. 2,822 3,054 0 282,575 0 0 2,822
New Jersey Dividend.......... 3,712 3,324 0 282,575 0 0 3,712
New Jersey Dividend 2........ 3,457 3,309 0 282,575 0 0 3,457
New Jersey Investment........ 2,940 3,153 0 282,575 0 0 2,940
New Jersey Premium........... 2,910 3,131 0 282,575 0 0 2,910
North Carolina Dividend...... 3,111 3,228 0 282,575 0 0 3,111
North Carolina Dividend 2.... 3,307 3,056 0 282,575 0 0 3,307
North Carolina Dividend 3.... 3,302 3,230 0 282,575 0 0 3,302
North Carolina Premium....... 2,837 3,060 0 282,575 0 0 2,837
Ohio Dividend................ 2,880 3,133 0 282,575 0 0 2,880
Ohio Dividend 2.............. 3,274 3,124 0 282,575 0 0 3,274
Ohio Dividend 3.............. 3,150 3,117 0 282,575 0 0 3,150
Ohio Quality................. 2,903 3,126 0 282,575 0 0 2,903
Pennsylvania Dividend........ 3,313 3,300 0 282,575 0 0 3,313
Pennsylvania Dividend 2...... 3,363 3,303 0 282,575 0 0 3,363
Pennsylvania Premium 2....... 2,922 3,140 0 282,575 0 0 2,922
Pennsylvania Investment...... 2,926 3,143 0 282,575 0 0 2,926
Texas Quality................ 2,898 3,124 0 282,575 0 0 2,898
Virginia Dividend............ 3,222 3,055 0 282,575 0 0 3,222
Virginia Dividend 2.......... 3,561 3,233 0 282,575 0 0 3,561
Virginia Premium............. 2,846 3,064 0 282,575 0 0 2,846

----------------------------- -----------

FUND TOTAL
----------------------------- -----------
FISCAL YEAR
ENDED 2005
----------------------------- -----------

Michigan Quality............. $ 285,706
Missouri Premium............. 285,629
New Jersey Dividend.......... 285,899
New Jersey Dividend 2........ 285,884
New Jersey Investment........ 285,728
New Jersey Premium........... 285,706
North Carolina Dividend...... 285,803
North Carolina Dividend 2.... 285,631
North Carolina Dividend 3.... 285,805
North Carolina Premium....... 285,635
Ohio Dividend................ 285,708
Ohio Dividend 2.............. 285,699
Ohio Dividend 3.............. 285,692
Ohio Quality................. 285,701
Pennsylvania Dividend........ 285,875
Pennsylvania Dividend 2...... 285,878
Pennsylvania Premium 2....... 285,715
Pennsylvania Investment...... 285,718
Texas Quality................ 285,699
Virginia Dividend............ 285,630
Virginia Dividend 2.......... 285,808
Virginia Premium............. 285,639

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent auditor's engagements (i) with
the Fund for audit or non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates directly to the
operations and financial reporting of the Fund. Regarding tax and research
projects conducted by the independent registered public accounting firm for each
Fund and the Adviser and Adviser Entities (with respect to the operations and
financial reporting of each 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.

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 each Fund and to the Adviser and Adviser
Entities (with respect to the operations and financial reporting of each Fund).
None of the services rendered by Ernst & Young LLP to each Fund or the Adviser
or Adviser Entities were pre-approved by the audit committee pursuant to the
pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.

APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Each Board has appointed Ernst & Young LLP as independent registered public
accounting firm to audit the books and records of each Fund for its fiscal year.
A representative of Ernst & Young LLP will be present at the Annual Meetings to
make a statement, if such representative so desires, and to respond to
shareholders' questions. Ernst & Young LLP has informed each Fund that it has no
direct or indirect material financial interest in each Fund, Nuveen, the Adviser
or any other investment company sponsored by Nuveen.

SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board
Members and officers, the investment adviser, affiliated persons of the
investment adviser and persons who own more than 10% of a registered class of a
Fund's equity securities to file forms reporting their affiliation with that
Fund and reports of ownership and changes in ownership of that Fund's shares
with the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange or American Stock Exchange, as applicable. These persons and entities
are required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that its Board Members and officers, investment adviser and
affiliated persons of the investment adviser have complied with all applicable
Section 16(a) filing requirements during its last fiscal year, except that with
respect to Senior Income, Mr. Evans made a late filing on Form 3. With respect
to Arizona Dividend, Arizona Dividend 2, Arizona Dividend 3, California Dividend
2, California Dividend 3, Insured California Dividend, Insured California
Tax-Free, Connecticut Dividend, Connecticut Dividend 2, Connecticut Dividend 3,
Insured Florida Tax-Free, Georgia Dividend, Georgia Dividend 2, Maryland
Dividend, Maryland Dividend 2,

Maryland Dividend 3, Insured Massachusetts Tax-Free, Massachusetts Dividend,
Michigan Dividend, New Jersey Dividend, New Jersey Dividend 2, North Carolina
Dividend, North Carolina Dividend 2, North Carolina Dividend 3, Ohio Dividend,
Ohio Dividend 2, Ohio Dividend 3, Pennsylvania Dividend, Pennsylvania Dividend
2, Virginia Dividend and Virginia Dividend 2 an amended Form 3 was filed on
behalf of the Adviser disclosing shares representing the initial capital
provided by the Adviser and with respect to Arizona Dividend 2, Arizona Dividend
3, Insured California Dividend, Connecticut Dividend 2, Connecticut Dividend 3,
Georgia Dividend 2, Maryland Dividend 3, New Jersey Dividend 2, North Carolina
Dividend 3, Ohio Dividend 3 and Pennsylvania Dividend 2 the Adviser made a late
filing on Form 4. To the knowledge of management of the Funds, no shareholder of
a Fund owns more than 10% of a registered class of a Fund's equity securities,
except a report on Schedule 13G was filed on June 10, 2005 on behalf of First
Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation
indicating shared beneficial ownership of 10.5% of the common shares of Senior
Income.

INFORMATION ABOUT THE ADVISER

NAM, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as
investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois
60606. Founded in 1898, Nuveen Investments, Inc. and its affiliates had over
$124 billion of assets under management as of June 30, 2005. Nuveen Investments,
Inc. is a publicly-traded company and is listed on the New York Stock Exchange
and trades under the symbol "JNC."

SHAREHOLDER PROPOSALS

To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2006, a shareholder proposal submitted pursuant to Rule
14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West
Wacker Drive, Chicago, Illinois 60606, not later than June 13, 2006. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than August 26, 2006. Timely
submission of a proposal does not mean that such proposal will be included in a
proxy statement.

SHAREHOLDER COMMUNICATIONS

Fund shareholders who want to communicate with the Board or any individual Board
Member should write their Fund to the attention of Lorna Ferguson, Manager of
Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. The letter should indicate that you are a Fund shareholder. If
the communication is intended for a specific Board Member and so indicates it
will be sent only to that Board Member. If a communication does not indicate a
specific Board Member it will be sent to the chair of the nominating and
governance committee and the outside counsel to the Independent Board Members
for further distribution as deemed appropriate by such persons.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter or
telephone by officers or employees of Nuveen or the Adviser, or by dealers and
their representatives.

FISCAL YEAR

The last fiscal year end for each Fund, except Floating Rate, Floating Rate
Opportunity, Tax-Advantaged Floating Rate, Senior Income, the Arizona Funds, the
California Funds, the Florida Funds, the Michigan Funds, the New Jersey Funds,
the Ohio Funds, the Pennsylvania Funds and Texas Quality, was May 31, 2005. The
last fiscal year end for the Florida Funds, the New Jersey Funds and the
Pennsylvania Funds was June 30, 2005. The last fiscal year end for Floating
Rate, Floating Rate Opportunity, Tax-Advantaged Floating Rate, Senior Income,
the Arizona Funds, the Michigan Funds, the Ohio Funds and Texas Quality was July
31, 2005. The last fiscal year end for the California Funds was August 31, 2005.

ANNUAL REPORT DELIVERY

Annual reports will be sent to shareholders of record of each Fund following
each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of
its annual report and/or semi-annual report as available upon request. Such
written or oral requests should be directed to such Fund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.

Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.

GENERAL

Management does not intend to present and does not have reason to believe that
any other items of business will be presented at the Annual Meeting. However, if
other matters are properly presented to the Annual Meeting for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the Fund.

A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.

Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies

with respect to the proposal if they determine that adjournment and further
solicitation is reasonable and in the best interests of the shareholders. Under
each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote
of a majority of the shares present in person or represented by proxy at the
meeting.

IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

Jessica R. Droeger
Vice President and Secretary

October 11, 2005

APPENDIX A

NUVEEN FUND BOARD
AUDIT COMMITTEE CHARTER
1 JANUARY 2005

I. ORGANIZATION AND MEMBERSHIP

There shall be a committee of each Board of Directors/Trustees (the "Board") of
the Nuveen Management Investment Companies (the "Funds" or, individually, a
"Fund") to be known as the Audit Committee. The Audit Committee shall be
comprised of at least three Directors/Trustees. Audit Committee members shall be
independent of the Funds and free of any relationship that, in the opinion of
the Directors/Trustees, would interfere with their exercise of independent
judgment as an Audit Committee member. In particular, each member must meet the
independence and experience requirements applicable to the Funds of the New York
Stock Exchange, the American Stock Exchange, Section 10a of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Each such member of the
Audit Committee shall have a basic understanding of finance and accounting, be
able to read and understand fundamental financial statements, and be financially
literate, and at least one such member shall have accounting or related
financial management expertise, in each case as determined by the
Directors/Trustees, exercising their business judgment (this person may also
serve as the Audit Committee's "financial expert" as defined by the Commission).
The Board shall appoint the members and the Chairman of the Audit Committee, on
the recommendation of the Nominating and Governance Committee. The Audit
Committee shall meet periodically but in any event no less frequently than on a
semi-annual basis. Except for the Funds, Audit Committee members shall not serve
simultaneously on the audit committees of more than two other public companies.

II. STATEMENT OF POLICY, PURPOSE AND PROCESSES

The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds; (2) the quality and integrity of the
financial statements of the Funds; (3) the Funds' compliance with legal and
regulatory requirements, (4) the independent auditors' qualifications,
performance and independence; and (5) oversight of the Pricing Procedures of the
Funds and the Valuation Group. In exercising this oversight, the Audit Committee
can request other committees of the Board to assume responsibility for some of
the monitoring as long as the other committees are composed exclusively of
independent directors.

In doing so, the Audit Committee shall seek to maintain free and open means of
communication among the Directors/Trustees, the independent auditors, the
internal auditors and the management of the Funds. The Audit Committee shall
meet periodically with Fund management, the Funds' internal auditor, and the
Funds' independent auditors, in separate executive sessions. The Audit Committee
shall prepare reports of the Audit Committee as required by the Commission to be
included in the Fund's annual proxy statements or otherwise.

A-1

The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit Committee for compensation to independent
auditors engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for a Fund, compensation to
advisers employed by the Audit Committee, and ordinary administrative expenses
of the Audit Committee that are necessary or appropriate in carrying out its
duties, as determined in its discretion. The Audit Committee may request any
officer or employee of Nuveen Investments, Inc. (or its affiliates)
(collectively, "Nuveen") or the Funds' independent auditors or outside counsel
to attend a meeting of the Audit Committee or to meet with any members of, or
consultants to, the Audit Committee. The Funds' independent auditors and
internal auditors shall have unrestricted accessibility at any time to Committee
members.

RESPONSIBILITIES

Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.

The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required. The Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.

The Audit Committee is responsible for the following:

WITH RESPECT TO FUND FINANCIAL STATEMENTS:

1. Reviewing and discussing the annual audited financial statements and
semi-annual financial statements with Fund management and the
independent auditors including major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures in its
periodic reports under "Management's Discussion and Analysis."

2. Requiring the independent auditors to deliver to the Chairman of the
Audit Committee a timely report on any issues relating to the
significant accounting policies, management judgments and accounting
estimates or other matters that would need to be communicated under
Statement on Auditing Standards (SAS) No. 90, Audit Committee
Communications (which amended SAS No. 61, Communication with Audit
Committees), that arise during the auditors' review of the Funds'
financial statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as deemed
necessary or appropriate in the Chairman's judgment.

3. Discussing with management the Funds' press releases regarding financial
results and dividends, as well as financial information and earnings
guidance provided to

A-2

analysts and rating agencies. This discussion may be done generally,
consisting of discussing the types of information to be disclosed and
the types of presentations to be made. The Chairman of the Audit
Committee shall be authorized to have these discussions with management
on behalf of the Audit Committee.

4. Discussing with management and the independent auditors (a) significant
financial reporting issues and judgments made in connection with the
preparation and presentation of the Funds' financial statements,
including any significant changes in the Funds' selection or application
of accounting principles and any major issues as to the adequacy of the
Funds' internal controls and any special audit steps adopted in light of
material control deficiencies; and (b) analyses prepared by Fund
management and/or the independent auditor setting forth significant
financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the
effects of alternative GAAP methods on the financial statements.

5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.

6. Reviewing and discussing reports, both written and oral, from the
independent auditors and/or Fund management regarding (a) all critical
accounting policies and practices to be used; (b) all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management, ramifications of
the use of such alternative treatments and disclosures, and the
treatment preferred by the independent auditors; and (c) other material
written communications between the independent auditors and management,
such as any management letter or schedule of unadjusted differences.

7. Discussing with Fund management the Funds' major financial risk
exposures and the steps management has taken to monitor and control
these exposures, including the Funds' risk assessment and risk
management policies and guidelines. In fulfilling its obligations under
this paragraph, the Audit Committee may review in a general manner the
processes other Board committees have in place with respect to risk
assessment and risk management.

8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during their
certification process for the Funds' periodic reports about any
significant deficiencies in the design or operation of internal controls
or material weaknesses therein and any fraud involving management or
other employees who have a significant role in the Funds' internal
controls. In fulfilling its obligations under this paragraph, the Audit
Committee may review in a general manner the processes other Board
committees have in place with respect to deficiencies in internal
controls, material weaknesses, or any fraud associated with internal
controls.

WITH RESPECT TO THE INDEPENDENT AUDITORS:

1. Selecting, appointing, retaining or replacing the independent auditors,
subject, if applicable, only to Board and shareholder ratification; and
compensating, evaluating and overseeing the work of the independent
auditor (including the resolution of

A-3

disagreements between Fund management and the independent auditor
regarding financial reporting).

2. Meeting with the independent auditors and Fund management to review the
scope, fees, audit plans and staffing for the audit, for the current
year. At the conclusion of the audit, reviewing such audit results,
including the independent auditors' evaluation of the Funds' financial
and internal controls, any comments or recommendations of the
independent auditors, any audit problems or difficulties and
management's response, including any restrictions on the scope of the
independent auditor's activities or on access to requested information,
any significant disagreements with management, any accounting
adjustments noted or proposed by the auditor but not made by the Fund,
any communications between the audit team and the audit firm's national
office regarding auditing or accounting issues presented by the
engagement, any significant changes required from the originally planned
audit programs and any adjustments to the financial statements
recommended by the auditors.

3. Pre-approving all audit services and permitted non-audit services, and
the terms thereof, to be performed for the Funds by their independent
auditors, subject to the de minimis exceptions for non-audit services
described in Section 10a of the Exchange Act that the Audit Committee
approves prior to the completion of the audit, in accordance with any
policies or procedures relating thereto as adopted by the Board or the
Audit Committee. The Chairman of the Audit Committee shall be authorized
to give pre-approvals of such non-audit services on behalf of the Audit
Committee.

4. Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may be
amended, restated, modified or replaced) regarding (a) the independent
auditor's internal quality-control procedures; (b) any material issues
raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years, respecting
one or more independent audits carried out by the firm; (c) any steps
taken to deal with any such issues; and (d) all relationships between
the independent auditor and the Funds and their affiliates, in order to
assist the Audit committee in assessing the auditor's independence.
After reviewing the foregoing report[s] and the independent auditor's
work throughout the year, the Audit Committee shall be responsible for
evaluating the qualifications, performance and independence of the
independent auditor and their compliance with all applicable
requirements for independence and peer review, and a review and
evaluation of the lead partner, taking into account the opinions of Fund
management and the internal auditors, and discussing such reports with
the independent auditors. The Audit Committee shall present its
conclusions with respect to the independent auditor to the Board.

5. Reviewing any reports from the independent auditors mandated by Section
10a(b) of the Exchange Act regarding any illegal act detected by the
independent auditor (whether or not perceived to have a material effect
on the Funds' financial statements) and obtaining from the independent
auditors any information about illegal acts in accordance with Section
10a(b).
A-4

6. Ensuring the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law, and further considering the
rotation of the independent auditor firm itself.

7. Establishing and recommending to the Board for ratification policies for
the Funds', Fund management or the Fund adviser's hiring of employees or
former employees of the independent auditor who participated in the
audits of the Funds.

8. Taking, or recommending that the Board take, appropriate action to
oversee the independence of the outside auditor.

WITH RESPECT TO ANY INTERNAL AUDITOR:

1. Reviewing the proposed programs of the internal auditor for the coming
year. It is not the obligation or responsibility of the Audit Committee
to confirm the independence of any Nuveen internal auditors performing
services relating to the Funds or to approve any termination or
replacement of the Nuveen Manager of Internal Audit.

2. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed internal
audit plan for the Funds, with explanations for significant deviations
from the original plan.

WITH RESPECT TO PRICING AND VALUATION OVERSIGHT:

1. The Board has responsibilities regarding the pricing of a Fund's
securities under the 1940 Act. The Board has delegated this
responsibility to the Committee to address valuation issues that arise
between Board meetings, subject to the Board's general supervision of
such actions. The Committee is primarily responsible for the oversight
of the Pricing Procedures and actions taken by the internal Valuation
Group ("Valuation Matters"). The Valuation Group will report on
Valuation Matters to the Committee and/or the Board of
Directors/Trustees, as appropriate.

2. Performing all duties assigned to it under the Funds' Pricing
Procedures, as such may be amended from time to time.

3. Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing Procedures.

4. Reviewing any issues relating to the valuation of a Fund's securities
brought to the Committee's attention, including suspensions in pricing,
pricing irregularities, price overrides, self-pricing, NAV errors and
corrections thereto, and other pricing matters. In this regard, the
Committee should consider the risks to the Funds in assessing the
possible resolutions of these Valuation Matters.

5. Evaluating, as its deems necessary or appropriate, the performance of
any pricing agent and recommend changes thereto to the full Board.

6. Reviewing any reports or comments from examinations by regulatory
authorities relating to Valuation Matters of the Funds and consider
management's responses to any such comments and, to the extent the
Committee deems necessary or

A-5

appropriate, propose to management and/or the full Board the
modification of the Fund's policies and procedures relating to such
matters. The Committee, if deemed necessary or desirable, may also meet
with regulators.

7. Meeting with members of management of the Funds, outside counsel, or
others in fulfilling its duties hereunder, including assessing the
continued appropriateness and adequacy of the Pricing Procedures,
eliciting any recommendations for improvements of such procedures or
other Valuation Matters, and assessing the possible resolutions of
issues regarding Valuation Matters brought to its attention.

8. Performing any special review, investigations or oversight
responsibilities relating to Valuation as requested by the Board of
Directors/Trustees.

9. Investigating or initiating an investigation of reports of improprieties
or suspected improprieties in connection with the Fund's policies and
procedures relating to Valuation Matters not otherwise assigned to
another Board committee.

OTHER RESPONSIBILITIES:

1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
adviser's counsel and independent counsel to the Board legal matters
that may have a material impact on the Fund's financial statements or
compliance policies.

2. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.

3. Reviewing with the independent auditors, with any internal auditor and
with Fund management, the adequacy and effectiveness of the accounting
and financial controls of the Funds, and eliciting any recommendations
for the improvement of internal control procedures or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures that might be
deemed illegal or otherwise improper.

4. Reviewing the reports of examinations by regulatory authorities as they
relate to financial statement matters.

5. Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that raises
material issues regarding the Funds' financial statements or accounting
policies.

6. Obtaining reports from management with respect to the Funds' policies
and procedures regarding compliance with applicable laws and
regulations.

7. Reporting regularly to the Board on the results of the activities of the
Audit Committee, including any issues that arise with respect to the
quality or integrity of the Funds' financial statements, the Funds'
compliance with legal or regulatory requirements, the performance and
independence of the Funds' independent auditors, or the performance of
the internal audit function.

8. Performing any special reviews, investigations or oversight
responsibilities requested by the Board.

A-6

9. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board approval of any proposed changes deemed
necessary or advisable by the Audit Committee.

10. Undertaking an annual review of the performance of the Audit Committee.

11. Establishing procedures for the receipt, retention and treatment of
complaints received by the Funds regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission of concerns regarding questionable accounting or
auditing matters by employees of Fund management, the investment
adviser, administrator, principal underwriter, or any other provider of
accounting related services for the Funds, as well as employees of the
Funds.

Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.

A-7

[NUVEEN INVESTMENTS LOGO]

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com JFR1105

(NUVEEN LOGO)

NUVEEN INVESTMENTS

Nuveen Investments
333 West Wacker Dr.
Chicago, IL 60606
www.nuveen.com

999 999 999 999 99

[INSERT FUND NAME]
MUNIPREFERRED

3 EASY WAYS TO VOTE YOUR PROXY

1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow
the recorded instructions.

2. On the Internet at www.proxyweb.com and follow the simple instructions.

3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope.

THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 15, 2005.

The Annual Meeting of shareholders will be held in the 34th floor sales
conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois,
on Tuesday, November 15, 2005 at 12:00 p.m., Chicago Time. At this meeting, you
will be asked to vote on the proposal described in the proxy statement attached.
The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on November 15, 2005 or any
adjournment or adjournments thereof.

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).

Date:
----------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)

---------------------------------------

NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY, IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.

PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]

PLEASE DO NOT USE FINE POINT PENS.

1. Election of Board Members:

(01) Robert P. Bremner (05) David J. Kundert (08) William J. Schneider FOR NOMINEES WITHHOLD
(02) Lawrence H. Brown (06) Judith M. Stockdale (09) Timothy R. Schwertfeger listed at left AUTHORITY
(03) Jack B. Evans (07) Eugene S. Sunshine (except as marked to vote for all
(04) William C. Hunter to the contrary) nominees listed
[ ] at left
[ ]

(INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write the number(s) of the nominee(s) on
the line provided below.)

-----------------------------------------------------------------

(NUVEEN LOGO)

NUVEEN INVESTMENTS

Nuveen Investments
333 West Wacker Dr.
Chicago, IL 60606
www.nuveen.com

999 999 999 999 99 [INSERT FUND NAME]
Common Shares

3 EASY WAYS TO VOTE YOUR PROXY

1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow
the recorded instructions.

2. On the Internet at www.proxyweb.com and follow the simple instructions.

3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope.

THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 15, 2005.

Date:
---------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)

---------------------------------------

NOTE: PLEASE SIGN YOUR NAME EXACTLY AS
IT APPEARS ON THIS PROXY. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN THE
PROXY. IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.

PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]

PLEASE DO NOT USE FINE POINT PENS.

1. Election of Board Members:

(01) Robert P. Bremner (04) William C. Hunter (06) Judith M. Stockdale FOR NOMINEES WITHHOLD
(02) Lawrence H. Brown (05) David J. Kundert (07) Eugene S. Sunshine listed at left AUTHORITY
(03) Jack B. Evans (except as marked to vote for all
to the contrary) nominees listed
[ ] at left
[ ]

(INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write the number(s) of the nominee(s) on
the line provided below.)
-------------------------------------------------------------------