UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )
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o Definitive Proxy Statement.
o Definitive Additional Materials.
o Soliciting Material Pursuant to §240.14a-11(c)Section 240.14A-11(c) or §240.14a-12Section 240.14a-12
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
 
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Important Notice
to Fund Shareholders
 
OCTOBER   , 20072008
 
Although we recommend that you read the complete Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on.
 
Q.Why am I receiving this Proxy Statement?
 
A.You are being askedreceiving this Proxy Statement as a Fund shareholder in connection with the annual shareholders meeting for the Nuveen closed-end funds listed at the top of the Notice to vote on threeShareholders.
You are being asked to vote on one or more important matters affecting your investment in the Fund:
(i)   Updated Investment Policies (all Municipal Funds, excluding Insured Funds).  Nuveen’s municipal closed-end funds are seeking to adopt a uniform, “up to date” set of investment policies (the “New Investment Policies”). In general, these funds currently have a somewhat diverse set of policies, reflecting when the funds were launched over the past 20 years as well as developments over time in the municipal market, including new types of securities as well as investment strategies.
 
(ii)  
(1)Elimination of certain Fundamental Investment Policies and Approval of a New Fundamental Investment Management Agreement. Nuveen Asset Management (“NAM”) serves as your Fund’sPolicy (Insured Funds only).  Insured Fund shareholders are being asked to approve the elimination of certain fundamental investment adviser. Nuveen Investments, Inc. (“Nuveen”), the parent company of NAM, recently announced its intention to be acquired by investors led by Madison Dearborn Partners, LLC,policies and to thereby become aprivately-held company. In the event this takes place, securities laws require your Fund’s shareholders to approve a new fundamental policy. These changes are designed to give the Insured Funds important flexibility to respond to on-going developments in the bond insurance market while maintaining their current focus on insured bonds backed by insurers with solid credit ratings. In addition, the Insured Funds are also seeking to adopt uniform, “up to date” set of investment management agreement between NAM and the Fund;
policies.
 
(iii) (2) Approval of Fund Board Nominees.Nominees (all Funds).  Each year, you and other Fund shareholders must approve the election of Board members to serve on your Fund’s Board. This is a requirement for all funds that list their common shares on a stock exchange. The Funds described in this proxy statement are holding their annual shareholders meetingmeetings at which Board members will be elected. The list of specific nominees is contained in the enclosed proxy statement; and
(3) Ratification of Independent Registered Public Accounting Firm. This year, you and other Fund shareholders are being asked to ratify the selection of the independent registered public accounting firm. Ernst and Young LLP has been selected to serve as your Fund’s independent registered public accounting firm.
Your Fund’s Board, including the independent Board members, unanimously recommends that you voteFOReach proposal.
Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders do not cast their votes, your Fund may not be able to hold its meeting or the vote on each issue, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.
Q.How will I as a Fund shareholder be affected if Nuveen becomes a privately-held company?
A.Your Fund investment will not change as a result of NAM’s change of ownership. You will still own the same Fund shares and the value of those shares will not change as a result of the transaction. NAM will continue to manage your Fund according to the same objectives and policies as before, and does not anticipate any significant changes to its operations.Proxy Statement.

Your Fund’s Board of Trustees/Directors, including your Board’s independent members, unanimously recommends that you voteFOReach proposal.
Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders don’t cast their votes, your Fund may not be able to hold its meeting or the vote on each issue, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.
 
Q.Will there be any important differences between my Fund’s new investment management agreement andWhat are the current agreement?potential benefits of the New Investment Policies for common shareholders of the Municipal Funds?
 
A.No. The termspotential benefits to common shareholders are:
• Enhanced ability of the two agreements are substantiallyMunicipal Funds to generate attractive tax-free income while retaining their orientation on investment grade quality municipal securities;
• Increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the same. Therepreservation and possible

growth of capital, which, if successful, will be no change in the fees you pay, who manages your Fund, your Fund’s objectiveshelp to sustain and policies, build net asset value; and
• Improved secondary market competitiveness that may lead to a higher relative market price and/or your Fund’s day-to-day management.stronger premium/discount performance.
 
Q.What will happen ifare the potential benefits of the New Investment Policies for preferred shareholders do not approveof the new investment management agreement?Municipal Funds?
 
A.NAMThe potential benefits to preferred shareholders are increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the preservation and possible growth of capital, which, if successful, will help to sustain and build net asset value and therefore asset coverage levels for preferred shares.
Q.What actions are required in order to implement the New Investment Policies?
A.In order to implement the New Investment Policies and obtain the potential benefits described above, each Municipal Fund must make certain changes to its existing policies, including certain fundamental policies that require approval of shareholders. In some cases, this may require shareholder approval of the elimination of an existing fundamental policy as well as the implementation of a new replacement fundamental policy. Because each Municipal Fund tends to be situated somewhat differently, the specific changes required to implement the New Investment Policies often vary from fund to fund.
Q.Why are shareholders of the Insured Funds being asked to approve the elimination of certain fundamental investment policies and to approve a new fundamental investment policy?
A.As a result of conditions facing the bond insurance market, shareholders are being asked to approve the elimination of certain fundamental investment policies that are restricting, or may be expected in the future to restrict, each Insured Fund’s ability to effectively maintain its existing focus on insured bonds backed respectively by insurers with solid credit ratings. In connection with eliminating the respective fundamental investment policies, shareholders are being asked to approve a new fundamental investment policy that will provide the Insured Funds with flexibility to respond to on-going developments in the bond insurance market, while ensuring that the Insured Funds continue to manage yourinvest substantially all (at least 80%) of their investments in insured bonds backed by insurers with solid credit ratings.
Q.What happens if shareholders don’t approve the elimination of the fundamental investment policies and/or don’t approve the new fundamental investment policies?
A.A Municipal Fund underor an interimInsured Fund will not be able to implement the new investment management agreement, but must placepolicies discussed above. The Municipal Fund or Insured Fund would likely incur further expenses to solicit additional shareholder participation, and may experience potential disruptions to its compensation for its services during this interim period in escrow, pending shareholder approval. This is discussed in more detail in the proxy statement.Your Fund’s Board urgesinvestment operations. The Municipal Funds’ and Insured Funds’ Boards urge you to vote without delay in order to avoid the potential disruptionfor higher costs and/or disruptions to the Fund’sportfolio operations.
 
Q.Who do I call if I have questions?
 
A.If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Computershare Fund Services, your FundFund’s proxy solicitor, at866-434-7510 with (866)          -          . Please have your proxy material.material available when you call.

Q.How do I vote my shares?
 
A.You can vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. Alternatively, you may vote by telephone by calling the toll-free number on the proxy card or by computer by going to the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide.
 
Q.Will anyone contact me?
 
A.You may receive a call from Computershare Fund Services, the proxy solicitor hired by theyour Fund, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy.
We recognize the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matters being proposed were important and in the best interests of the Fund’s shareholders. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’sfollow-up contact list.

 

 
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
Notice of Annual Meeting
of Shareholders
November 18, 2008
 
October   , 20072008
 
Nuveen Floating Rate Income Fund (JFR)
Nuveen Floating Rate Income Opportunity Fund (JRO)
Nuveen Senior Income Fund (NSL)
Nuveen Tax-Advantaged Floating Rate Fund (JFP)
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 Dividend Advantage Municipal Fund (NAC)
Nuveen California Dividend Advantage Municipal Fund 2 (NVX)
Nuveen California Dividend Advantage Municipal Fund 3 (NZH)
Nuveen California Investment Quality Municipal Fund, Inc. (NQC)
Nuveen California Municipal Market Opportunity Fund, Inc. (NCO)
Nuveen California Municipal Value Fund, Inc. (NCA)
Nuveen California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen California Premium Income Municipal Fund (NCU)
Nuveen California Quality Income Municipal Fund, Inc. (NUC)
Nuveen California Select Quality Municipal Fund, Inc. (NVC)
Nuveen Insured California Dividend Advantage Municipal Fund (NKL)
Nuveen Insured California Premium Income Municipal Fund, Inc. (NPC)
Nuveen Insured California Premium Income Municipal Fund 2, Inc. (NCL)
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 Florida Investment Quality Municipal Fund (NQF)
Nuveen Florida Quality Income Municipal Fund (NUF)
Nuveen Insured Florida Premium Income Municipal Fund (NFL)
Nuveen Insured Florida Tax-Free Advantage Municipal Fund (NWF)
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 Massachusetts Dividend Advantage Municipal Fund (NMB)
Nuveen Massachusetts Premium Income Municipal Fund (NMT)
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund (NGX)
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 Investment Quality Municipal Fund (NQP)
Nuveen Pennsylvania Premium Income Municipal Fund 2 (NPY)
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 anthe Annual Meeting of Shareholders (the “Meeting”“Annual Meeting”) of Nuveen Arizona Premium Income Municipal Fund, Inc. (“Arizona Premium Income”), Nuveen California Investment Quality Municipal Fund, Inc. (“California Investment Quality”), Nuveen California Municipal Market Opportunity Fund, Inc. (“California Market Opportunity”), Nuveen California Municipal Value Fund, Inc. (“California Value”), Nuveen California Performance Plus Municipal Fund, Inc. (“California Performance Plus”), Nuveen California Quality Income Municipal Fund, Inc. (“California Quality Income”), Nuveen California Select Quality Municipal Fund, Inc. (“California Select Quality”), Nuveen Insured California Premium Income Municipal Fund, Inc. (“Insured California Premium Income”), Nuveen Insured California Premium Income Municipal Fund 2, Inc. (“Insured California Premium Income 2”), Nuveen Michigan Premium Income Municipal Fund, Inc. (“Michigan Premium Income”), Nuveen Michigan Quality Income Municipal Fund, Inc. (“Michigan Quality Income”), Nuveen New Jersey Investment Quality Municipal Fund, Inc. (“New Jersey Investment Quality”), Nuveen New Jersey Premium Income Municipal Fund, Inc. (“New Jersey Premium Income”) and Nuveen Ohio Quality Income Municipal Fund, Inc. (“Ohio Quality Income”),each a Minnesota corporation (collectively, the “Minnesota Corporations”), and Nuveen Floating Rate Income Fund (“Floating Rate”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Income Opportunity”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Tax-Advantaged Floating Rate Fund (“Tax-Advantaged Floating Rate”), Nuveen Arizona Dividend Advantage Municipal Fund (“Arizona Dividend Advantage”), Nuveen Arizona Dividend Advantage Municipal Fund 2 (“Arizona Dividend Advantage 2”), Nuveen Arizona Dividend Advantage Municipal Fund 3 (“Arizona Dividend Advantage 3”), Nuveen California Dividend Advantage Municipal Fund (“California Dividend Advantage”), Nuveen California Dividend Advantage Municipal Fund 2 (“California Dividend Advantage 2”), Nuveen California Dividend Advantage Municipal Fund 3 (“California Dividend Advantage 3”), Nuveen California Premium Income Municipal Fund (“California Premium Income”), Nuveen Insured California Dividend Advantage Municipal Fund (“Insured California Dividend Advantage”), Nuveen Insured California Tax-Free Advantage Municipal Fund (“Insured California Tax-Free Advantage”), Nuveen Connecticut Dividend Advantage Municipal Fund (“Connecticut Dividend Advantage”), Nuveen Connecticut Dividend Advantage Municipal Fund 2 (“Connecticut Dividend Advantage 2”), Nuveen Connecticut Dividend Advantage Municipal Fund 3 (“Connecticut Dividend Advantage 3”), Nuveen Connecticut Premium Income Municipal Fund

 

Municipal Fund,(“Connecticut Premium Income”), Nuveen Florida Investment Quality Municipal Fund (“Florida Investment Quality”), Nuveen Florida Quality Income Municipal Fund (“Florida Quality Income”), Nuveen Insured Florida Premium Income Municipal Fund (“Insured Florida Premium Income”), Nuveen Insured Florida Tax-Free Advantage Municipal Fund (“Insured Florida Tax-Free Advantage”), Nuveen Georgia Dividend Advantage Municipal Fund (“Georgia Dividend Advantage”), Nuveen Georgia Dividend Advantage Municipal Fund 2 (“Georgia Dividend Advantage 2”), Nuveen Georgia Premium Income Municipal Fund (“Georgia Premium Income”), Nuveen Maryland Dividend Advantage Municipal Fund (“Maryland Dividend Advantage”), Nuveen Maryland Dividend Advantage Municipal Fund 2 (“Maryland Dividend Advantage 2”), Nuveen Maryland Dividend Advantage Municipal Fund 3 (“Maryland Dividend Advantage 3”), Nuveen Maryland Premium Income Municipal Fund (“Maryland Premium Income”), Nuveen Massachusetts Dividend Advantage Municipal Fund (“Massachusetts Dividend Advantage”), Nuveen Massachusetts Premium Income Municipal Fund (“Massachusetts Premium Income”), Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund (“Insured Massachusetts Tax-Free Advantage”), Nuveen Michigan Dividend Advantage Municipal Fund (“Michigan Dividend Advantage”), Nuveen Missouri Premium Income Municipal Fund (“Missouri Premium Income”), Nuveen New Jersey Dividend Advantage Municipal Fund (“New Jersey Dividend Advantage”), Nuveen New Jersey Dividend Advantage Municipal Fund 2 (“New Jersey Dividend Advantage 2”), Nuveen North Carolina Dividend Advantage Municipal Fund (“North Carolina Dividend Advantage”), Nuveen North Carolina Dividend Advantage Municipal Fund 2 (“North Carolina Dividend Advantage 2”), Nuveen North Carolina Dividend Advantage Municipal Fund 3 (“North Carolina Dividend Advantage 3”), Nuveen North Carolina Premium Income Municipal Fund (“North Carolina Premium Income”), Nuveen Ohio Dividend Advantage Municipal Fund (“Ohio Dividend Advantage”), Nuveen Ohio Dividend Advantage Municipal Fund 2 (“Ohio Dividend Advantage 2”), Nuveen Ohio Dividend Advantage Municipal Fund 3 (“Ohio Dividend Advantage 3”), Nuveen Pennsylvania Dividend Advantage Municipal Fund (“Pennsylvania Dividend Advantage”), Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 (“Pennsylvania Dividend Advantage 2”), Nuveen Pennsylvania Investment Quality Municipal Fund (“Pennsylvania Investment Quality”), Nuveen Pennsylvania Premium Income Municipal Fund 2 (“Pennsylvania Premium Income 2”), Nuveen Texas Quality Income Municipal Fund (“Texas Quality Income”), Nuveen Virginia Dividend Advantage Municipal Fund (“Virginia Dividend Advantage”), Nuveen Virginia Dividend Advantage Municipal Fund 2 (“Virginia Dividend Advantage 2”) and Nuveen Virginia Premium Income Municipal Fund (“Virginia Premium Income”),each a Massachusetts business trust (collectively, the “Massachusetts Business Trusts”)(individually,the Minnesota Corporations and Massachusetts Business Trusts are each, a “Fund” and collectively, the “Funds”), will be held (along with meetings of shareholders of several other Nuveen funds) in the 31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Friday, October 12, 2007,Tuesday, November 18, 2008, at  10:00:   a.m., Central time, 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 approve a new investment management agreement between each Fund and Nuveen Asset Management (“NAM”), each Fund’s investment adviser.
2. To elect four (4) membersMembers to the Board of Directors/Trustees (each a “Board” and each Director or Trustee a “Board Member”) of each Fund as outlined below:
 
 a. two (2)For each Minnesota Corporation, except California Value, to elect nine (9) Board Members:
i) seven (7) Board Members to be elected for a three-year term by the holders of Common Shares and Municipal Auction Rate Cumulative Preferred Shares (“Preferred Shares”) for each Fund,, voting together as a single class; and
 
 b.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 four (4) Board Members.
c. For each Massachusetts Business Trust, to elect five (5) Board Members:
i) For each Massachusetts Business Trust, except Floating Rate, Floating Rate Income Opportunity, Senior Income, Tax-Advantaged Floating Rate and Insured California Tax-Free Advantage, three (3) Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and three (3) 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 Income Opportunity and Tax-Advantaged Floating Rate and Variable Rate Demand Preferred Shares for Insured California Tax-Free Advantage (collectively, also referred to herein as “Preferred Shares”), voting together as a one-year termsingle class; and
ii) two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class.
 
2. To approve the elimination of fundamental investment policies and to approve the adoption of new fundamental investment policies for Arizona Dividend Advantage, Arizona Dividend Advantage 2, Arizona Dividend Advantage 3, Arizona Premium Income, California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Investment Quality, California Market Opportunity, California Value, California Performance Plus, California Premium Income, California Quality Income, California Select Quality, Connecticut Dividend Advantage, Connecticut Dividend Advantage 2, Connecticut Dividend Advantage 3, Connecticut Premium Income, Florida Investment Quality, Florida Quality Income, Georgia Dividend Advantage, Georgia Dividend Advantage 2, Georgia Premium Income, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland Dividend Advantage 3, Maryland Premium Income, Massachusetts Dividend Advantage, Massachusetts Premium Income, Michigan Dividend Advantage, Michigan Premium Income, Michigan Quality Income, Missouri Premium Income, New Jersey Dividend Advantage, New Jersey Dividend Advantage 2, New Jersey Investment Quality, New Jersey Premium Income, North Carolina Dividend Advantage, North Carolina Dividend Advantage 2, North Carolina Dividend Advantage 3, North Carolina Premium Income, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3, Ohio Quality Income, Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania Investment Quality,

Pennsylvania Premium Income 2, Texas Quality Income, Virginia Dividend Advantage, Virginia Dividend Advantage 2 and Virginia Premium Income (each a “Municipal Fund”), as follows:
a. For each Municipal Fund, to approve the elimination of the Fund’s fundamental investment policies relating to investments in municipal securities and below investment grade securities.
b. For each Municipal Fund, to approve the new fundamental policy relating to investments in municipal securities.
c. For Arizona Premium Income, California Investment Quality, California Market Opportunity, California Value, California Performance Plus, California Premium Income, California Quality Income, California Select Quality, Connecticut Premium Income, Florida Investment Quality, Florida Quality Income, Georgia Premium Income, Maryland Premium Income, Massachusetts Premium Income, Michigan Premium Income, Michigan Quality Income, Missouri Premium Income, New Jersey Investment Quality, New Jersey Premium Income, North Carolina Premium Income, Ohio Quality Income, Pennsylvania Investment Quality, Pennsylvania Premium Income 2, Texas Quality Income and Virginia Premium Income (each a “Premium/Quality Fund”), to approve the elimination of the Fund’s fundamental policy relating to commodities.
d. For each Premium/Quality Fund, to approve the new fundamental policy relating to commodities.
e. For each Premium/Quality Fund, to approve the elimination of the Fund’s fundamental policies relating to derivatives and short sales.
f. For each Premium/Quality Fund, to approve the elimination of the Fund’s fundamental policy prohibiting investment in other investment companies.
3. To ratifyapprove the selectionelimination of Ernst & Young LLPfundamental investment policies and to approve the new fundamental investment policy for Insured California Dividend Advantage, Insured California Premium Income, Insured California Premium Income 2, Insured California Tax-Free Advantage, Insured Florida Premium Income, Insured Florida Tax-Free Advantage and Insured Massachusetts Tax-Free Advantage (each an “Insured Fund”), as independent registered public accounting firm for the current fiscal year.follows:
 a. For each Insured Fund, to approve the elimination of the Fund’s fundamental investment policies relating to investments in insured municipal securities.
b. For each Insured Fund, to approve the new fundamental investment policy relating to investment in insured municipal securities.
c. For Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income, to approve the elimination of the Fund’s fundamental policy relating to commodities.
d. For Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income, to approve the new fundamental policy relating to commodities.
e. For Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income, to approve the elimination of the Fund’s fundamental policies relating to derivatives and short sales.

f. For Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income, to approve the elimination of the Fund’s fundamental policy prohibiting investment in other investment companies.
4. To transact such other business as may properly come before the Annual Meeting.

 
Shareholders of record at the close of business on August 1, 2007September 22, 2008 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.
 
Kevin J. McCarthy
Vice President and Secretary

 

 
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
Joint Proxy Statement
 
October   , 20072008
 
This Joint Proxy Statement is first being mailed to shareholders on or
about AugustOctober   , 2007.2008.
 
Nuveen Floating Rate Income Fund (JFR)
Nuveen Floating Rate Income Opportunity Fund (JRO)
Nuveen Senior Income Fund (NSL)
Nuveen Tax-Advantaged Floating Rate Fund (JFP)
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 Dividend Advantage Municipal Fund (NAC)
Nuveen California Dividend Advantage Municipal Fund 2 (NVX)
Nuveen California Dividend Advantage Municipal Fund 3 (NZH)
Nuveen California Investment Quality Municipal Fund, Inc. (NQC)
Nuveen California Municipal Market Opportunity Fund, Inc. (NCO)
Nuveen California Municipal Value Fund, Inc. (NCA)
Nuveen California Performance Plus Municipal Fund, Inc. (NCP)
Nuveen California Premium Income Municipal Fund (NCU)
Nuveen California Quality Income Municipal Fund, Inc. (NUC)
Nuveen California Select Quality Municipal Fund, Inc. (NVC)
Nuveen Insured California Dividend Advantage Municipal Fund (NKL)
Nuveen Insured California Premium Income Municipal Fund, Inc. (NPC)
Nuveen Insured California Premium Income Municipal Fund 2, Inc. (NCL)
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 Florida Investment Quality Municipal Fund (NQF)
Nuveen Florida Quality Income Municipal Fund (NUF)
Nuveen Insured Florida Premium Income Municipal Fund (NFL)
Nuveen Insured Florida Tax-Free Advantage Municipal Fund (NWF)
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 Massachusetts Dividend Advantage Municipal Fund (NMB)
Nuveen Massachusetts Premium Income Municipal Fund (NMT)
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund (NGX)
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)


1

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 Investment Quality Municipal Fund (NQP)
Nuveen Pennsylvania Premium Income Municipal Fund 2 (NPY)
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”


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and collectively, the “Board Members”) of Nuveen Arizona Premium Income Municipal Fund, Inc. (“Arizona Premium Income”), Nuveen California Investment Quality Municipal Fund, Inc. (“California Investment Quality”), Nuveen California Municipal Market Opportunity Fund, Inc. (“California Market Opportunity”), Nuveen California Municipal Value Fund, Inc. (“California Value”), Nuveen California Performance Plus Municipal Fund, Inc. (“California Performance Plus”), Nuveen California Quality Income Municipal Fund, Inc. (“California Quality Income”), Nuveen California Select Quality Municipal Fund, Inc. (“California Select Quality”), Nuveen Insured California Premium Income Municipal Fund, Inc. (“Insured California Premium Income”), Nuveen Insured California Premium Income Municipal Fund 2, Inc. (“Insured California Premium Income 2”), Nuveen Michigan Premium Income Municipal Fund, Inc. (“Michigan Premium Income”), Nuveen Michigan Quality Income Municipal Fund, Inc. (“Michigan Quality Income”), Nuveen New Jersey Investment Quality Municipal Fund, Inc. (“New Jersey Investment Quality”), Nuveen New Jersey Premium Income Municipal Fund, Inc. (“New Jersey Premium Income”) and Nuveen Ohio Quality Income Municipal Fund, Inc. (“Ohio Quality Income”),each a Minnesota corporation (collectively, the “Minnesota Corporations”), and Nuveen Floating Rate Income Fund (“Floating Rate”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Income Opportunity”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Tax-Advantaged Floating Rate Fund (“Tax-Advantaged Floating Rate”), Nuveen Arizona Dividend Advantage Municipal Fund (“Arizona Dividend Advantage”), Nuveen Arizona Dividend Advantage Municipal Fund 2 (“Arizona Dividend Advantage 2”), Nuveen Arizona Dividend Advantage Municipal Fund 3 (“Arizona Dividend Advantage 3”), Nuveen California Dividend Advantage Municipal Fund (“California Dividend Advantage”), Nuveen California Dividend Advantage Municipal Fund 2 (“California Dividend Advantage 2”), Nuveen California Dividend Advantage Municipal Fund 3 (“California Dividend Advantage 3”), Nuveen California Premium Income Municipal Fund (“California Premium Income”), Nuveen


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Insured California Dividend Advantage Municipal Fund (“Insured California Dividend Advantage”), Nuveen Insured California Tax-Free Advantage Municipal Fund (“Insured California Tax-Free Advantage”), Nuveen Connecticut Dividend Advantage Municipal Fund (“Connecticut Dividend Advantage”), Nuveen Connecticut Dividend Advantage Municipal Fund 2 (“Connecticut Dividend Advantage 2”), Nuveen Connecticut Dividend Advantage Municipal Fund 3 (“Connecticut Dividend Advantage 3”), Nuveen Connecticut Premium Income Municipal Fund (“Connecticut Premium Income”), Nuveen Florida Investment Quality Municipal Fund (“Florida Investment Quality”), Nuveen Florida Quality Income Municipal Fund (“Florida Quality Income”), Nuveen Insured Florida Premium Income Municipal Fund (“Insured Florida Premium Income”), Nuveen Insured Florida Tax-Free Advantage Municipal Fund (“Insured Florida Tax-Free Advantage”), Nuveen Georgia Dividend Advantage Municipal Fund (“Georgia Dividend Advantage”), Nuveen Georgia Dividend Advantage Municipal Fund 2 (“Georgia Dividend Advantage 2”), Nuveen Georgia Premium Income Municipal Fund (“Georgia Premium Income”), Nuveen Maryland Dividend Advantage Municipal Fund (“Maryland Dividend Advantage”), Nuveen Maryland Dividend Advantage Municipal Fund 2 (“Maryland Dividend Advantage 2”), Nuveen Maryland Dividend Advantage Municipal Fund 3 (“Maryland Dividend Advantage 3”), Nuveen Maryland Premium Income Municipal Fund (“Maryland Premium Income”), Nuveen Massachusetts Dividend Advantage Municipal Fund (“Massachusetts Dividend Advantage”), Nuveen Massachusetts Premium Income Municipal Fund (“Massachusetts Premium Income”), Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund (“Insured Massachusetts Tax-Free Advantage”), Nuveen Michigan Dividend Advantage Municipal Fund (“Michigan Dividend Advantage”), Nuveen Missouri Premium Income Municipal Fund (“Missouri Premium Income”), Nuveen New Jersey Dividend Advantage Municipal Fund (“New Jersey Dividend Advantage”), Nuveen New Jersey Dividend Advantage Municipal Fund 2 (“New Jersey Dividend Advantage 2”), Nuveen North Carolina Dividend Advantage Municipal Fund (“North Carolina Dividend Advantage”), Nuveen North Carolina Dividend Advantage Municipal Fund 2 (“North Carolina Dividend Advantage 2”), Nuveen North Carolina Dividend Advantage Municipal Fund 3 (“North Carolina Dividend Advantage 3”), Nuveen North Carolina Premium Income Municipal Fund (“North Carolina Premium Income”), Nuveen Ohio Dividend Advantage Municipal Fund (“Ohio Dividend Advantage”), Nuveen Ohio Dividend Advantage Municipal Fund 2 (“Ohio Dividend Advantage 2”), Nuveen Ohio Dividend Advantage Municipal Fund 3 (“Ohio Dividend Advantage 3”), Nuveen Pennsylvania Dividend Advantage Municipal Fund (“Pennsylvania Dividend Advantage”), Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 (“Pennsylvania Dividend Advantage 2”), Nuveen Pennsylvania Investment Quality Municipal Fund (“Pennsylvania Investment Quality”), Nuveen Pennsylvania Premium Income Municipal Fund 2 (“Pennsylvania Premium Income 2”), Nuveen Texas Quality Income Municipal Fund (“Texas Quality Income”), Nuveen Virginia Dividend Advantage Municipal Fund (“Virginia Dividend Advantage”), Nuveen Virginia Dividend Advantage Municipal Fund 2 (“Virginia Dividend Advantage 2”) and Nuveen Virginia Premium Income Municipal Fund (“Virginia Premium Income”),each a Massachusetts business trust (collectively, the “Massachusetts Business Trusts”)(the Minnesota Corporations and Massachusetts Business Trusts are each, a “Fund” and collectively, the “Funds”), of proxies to be voted at anthe Annual Meeting of Shareholders to be held (along with the meeting of shareholders of several other Nuveen funds) in the 31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Friday, October 12, 2007,Tuesday, November 18, 2008, at  10:00:   a.m., Central time (for each Fund, a “Meeting”an “Annual Meeting” and collectively, the “Meetings”“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


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shares will be votedFORapproval of the new investment management agreement,FORthe election of the nominees as listed in this


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Joint Proxy Statement andFORthe ratificationelimination of the selectionfundamental investment policies and the adoption of the independent registered public accounting firm.new fundamental investment policies for each Fund. 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. Merely attending the Meeting, however, will not revoke any previously submitted proxy.
 
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:
 
       
 
MatterCommon Shares CommonPreferred Shares(1)(2)
1a(i). Preferred Shares(1)
1.For each Minnesota Corporation, except California Value, election of seven (7) Board Members by all shareholders. To approve a new investment management agreement between Nuveen Asset Management (“NAM” or the “Adviser”) and each Fund X X
 
 
2a.a(ii). ElectionFor each Minnesota Corporation, except California Value, election of two (2) Board Members for a three-year term by all shareholdersXX
2b.Election of two (2) Board Members for a one-year term by Preferred Shares onlyonly.   X
 
 
3.b. To ratify the selectionElection of independent registered public accounting firmfour (4) Board Members for California Value by all shareholders. XN/A
c(i).For each Massachusetts Business Trust, election of three (3) Board Members by all shareholders.XX
c(ii).For each Massachusetts Business Trust, election of two (2) Board Members by Preferred Shares only.X


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MatterCommon SharesPreferred Shares(1)(2)
2a.For Arizona Dividend Advantage, Arizona Dividend Advantage 2, Arizona Dividend Advantage 3, Arizona Premium Income, California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Investment Quality, California Market Opportunity, California Value, California Performance Plus, California Premium Income, California Quality Income, California Select Quality, Connecticut Dividend Advantage, Connecticut Dividend Advantage 2, Connecticut Dividend Advantage 3, Connecticut Premium Income, Florida Investment Quality, Florida Quality Income, Georgia Dividend Advantage, Georgia Dividend Advantage 2, Georgia Premium Income, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland Dividend Advantage 3, Maryland Premium Income, Massachusetts Dividend Advantage, Massachusetts Premium Income, Michigan Dividend Advantage, Michigan Premium Income, Michigan Quality Income, Missouri Premium Income, New Jersey Dividend Advantage, New Jersey Dividend Advantage 2, New Jersey Investment Quality, New Jersey Premium Income, North Carolina Dividend Advantage, North Carolina Dividend Advantage 2, North Carolina Dividend Advantage 3, North Carolina Premium Income, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3, Ohio Quality Income, Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania Investment Quality, Pennsylvania Premium Income 2, Texas Quality Income, Virginia Dividend Advantage, Virginia Dividend Advantage 2 and Virginia Premium Income (each a “Municipal Fund”), to approve the elimination of the Fund’s fundamental investment policies relating to investments in municipal securities and below investment grade securities.XX
b.For each Municipal Fund, to approve the new fundamental policy relating to investments in municipal securities.XX

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MatterCommon SharesPreferred Shares(1)(2)
c.For Arizona Premium Income, California Investment Quality, California Market Opportunity, California Value, California Performance Plus, California Premium Income, California Quality Income, California Select Quality, Connecticut Premium Income, Florida Investment Quality, Florida Quality Income, Georgia Premium Income, Maryland Premium Income, Massachusetts Premium Income, Michigan Premium Income, Michigan Quality Income, Missouri Premium Income, New Jersey Investment Quality, New Jersey Premium Income, North Carolina Premium Income, Ohio Quality Income, Pennsylvania Investment Quality, Pennsylvania Premium Income 2, Texas Quality Income and Virginia Premium Income (each a “Premium/Quality Fund”), to approve the elimination of the Fund’s fundamental policy relating to commodities.XX
d.For each Premium/Quality Fund, to approve the new fundamental policy relating to commodities.XX
e.For each Premium/Quality Fund, to approve the elimination of the Fund’s fundamental policies relating to derivatives and short sales.XX
f.For each Premium/Quality Fund, to approve the elimination of the Fund’s fundamental policy prohibiting investment in other investment companies.XX
3a.For Insured California Dividend Advantage, Insured California Premium Income, Insured California Premium Income 2, Insured California Tax-Free Advantage, Insured Florida Premium Income, Insured Florida Tax-Free Advantage and Insured Massachusetts Tax-Free Advantage (each an “Insured Fund”), to approve the elimination of the Fund’s fundamental investment policies relating to investments in insured municipal securities.XX
b.For each Insured Fund, to approve the new fundamental investment policy relating to investments in insured municipal securities.XX

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MatterCommon SharesPreferred Shares(1)(2)
c.For Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income, to approve the elimination of the Fund’s fundamental policy relating to commodities.XX
d.For Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income, to approve the new fundamental policy relating to commodities.XX
e.For Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income, to approve the elimination of the Fund’s fundamental policies relating to derivatives and short sales.XX
f.For Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income, to approve the elimination of the Fund’s fundamental policy prohibiting investment in other investment companies.X X
 
 
 
(1) Municipal Auction Rate Cumulative Preferred Shares for each Fund are referred to as “Preferred Shares.”
(1) Taxable Auctioned Preferred Shares for Senior Income; FundPreferred shares for Floating Rate, Floating Rate Income Opportunity and Tax-Advantaged Floating Rate; Variable Rate Demand Preferred Shares for Insured California Tax-Free Advantage; and Municipal Auction Rate Cumulative Preferred Shares for each Municipal Fund, except California Value, are referred to as “Preferred Shares”.
(2) California Value has not issued 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), 331/3% 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 purposeseach Fund, the affirmative vote of determining the approvala plurality of the new investment management agreementshares present and ratification ofentitled to vote at the selection of independent auditors, abstentions and broker non-votesAnnual Meeting will be treated as shares voted againstrequired to elect the proposal.Board Members of that Fund. For purposes of determining the approval of the proposal to elect nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members. The detailsFor purposes of determining the proposals to be voted on by the shareholders of each Fund and the vote required for approval of the proposals are set forth under the descriptionelimination of the proposals below.fundamental investment policies and the approval of the adoption of the new fundamental investment policies for California Value, a change will only be consummated if approved by the affirmative vote of the holders of a majority of the outstanding shares of a Fund. For purposes of determining the approval of the

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elimination of the fundamental investment policies and the approval of the adoption of the new fundamental investment policies for the Insured Funds and Municipal Funds, except California Value, a change will only be consummated if approved by the affirmative vote of the holders of a majority of the outstanding shares of a Fund’s Common Shares and Preferred Shares, voting together as a single class, and by the affirmative vote of a majority of the Fund’s outstanding Preferred Shares, voting as a separate class. For this purpose, a majority of the outstanding shares means, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), (a) 67% or more of the voting securities present at the Annual Meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (b) more than 50% of the outstanding voting securities, whichever is less. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies, abstentions and broker non-votes will have the same effect as shares voted against the proposal.
 
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


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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 holders of Preferred shareholdersShares as a class who have voted on the proposal or in the same proportion as the votes cast by all holders of Preferred shareholdersShares 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.


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Those persons who were shareholders of record at the close of business on August 1, 2007,September 22, 2008 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held (the “Record Date”).held. As of the Record Date,September 22, 2008, the shares of the Funds were issued and outstanding as follows:
 
                 
 
  Fund Ticker Symbol* Common Shares  Preferred Shares   
 
 
  Arizona Dividend Advantage NFZ  1,549,939  Series T  480   
 
 
  Arizona Dividend Advantage 2 NKR  2,436,687  Series W  740   
 
 
  Arizona Dividend Advantage 3 NXE  3,067,630  Series M  880   
 
 
  Connecticut Dividend Advantage NFC  2,576,911  Series T  780   
 
 
  Connecticut Dividend Advantage 2 NGK  2,315,129  Series W  700   
 
 
  Connecticut Dividend Advantage 3 NGO  4,362,096  Series F  1,280   
 
 
  Connecticut Premium Income NTC  5,362,671  Series TH  1,532   
 
 
  Florida Investment Quality NQF  16,551,702  Series T  3,080   
          Series F  2,200   
 
 
  Florida Quality Income NUF  14,271,995  Series M  1,700   
          Series TH  1,700   
          Series F  1,280   
 
 
  Insured Florida Premium Income NFL  14,347,396  Series W  1,640   
          Series TH  2,800   
 
 
  Insured Florida Tax-Free Advantage NWF  3,882,373  Series W  1,160   
 
 
  Georgia Dividend Advantage NZX  1,969,054  Series M  600   
 
 
  Georgia Dividend Advantage 2 NKG  4,554,005  Series F  1,320   
 
 
  Georgia Premium Income NPG  3,805,652  Series TH  1,112   
 
 
  Maryland Dividend Advantage NFM  4,182,900  Series M  1,280   
 
 
  Maryland Dividend Advantage 2 NZR  4,192,551  Series F  1,280   
 
 
  Maryland Dividend Advantage 3 NWI  5,363,909  Series T  1,560   
 
 
  Maryland Premium Income NMY  10,640,076  Series W  1,404   
          Series TH  1,760   
 
 
  Massachusetts Dividend Advantage NMB  1,959,196  Series T  600   
 
 
  Massachusetts Premium Income NMT  4,763,486  Series TH  1,360   
 
 
FundTicker Symbol*Common SharesPreferred Shares
Floating Rate IncomeJFRSeries M1,650
Series T1,650
Series W1,650
Series F1,650
Floating Rate Income OpportunityJROSeries M1,334
Series TH1,334
Series F1,332
Senior IncomeNSLSeries TH1,840
Tax-Advantaged Floating RateJFPSeries TH920
Arizona Dividend AdvantageNFZSeries T480
Arizona Dividend Advantage 2NKRSeries W740
Arizona Dividend Advantage 3NXESeries M880
Arizona Premium IncomeNAZSeries TH1,200
California Dividend AdvantageNACSeries TH2,710
Series F2,711
California Dividend Advantage 2NVXSeries M2,200
Series F2,200
California Dividend Advantage 3NZHSeries M3,198
Series TH3,199
California Investment QualityNQCSeries M3,051
Series W746
California Market OpportunityNCOSeries W2,200
Series F520
California ValueNCAN/A
California Performance PlusNCPSeries T1,697
Series W603
Series F1,697
California Premium IncomeNCUSeries M1,720
California Quality IncomeNUCSeries M1,249
Series W2,676
Series F2,676
California Select QualityNVCSeries T2,116
Series W1,481
Series TH3,174
Insured California Dividend AdvantageNKLSeries T2,165
Series F2,165
Insured California Premium IncomeNPCSeries T1,800
Insured California Premium Income 2NCLSeries T1,597
Series TH1,596


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  Fund Ticker Symbol* Common Shares  Preferred Shares   
 
 
  Insured Massachusetts Tax-Free Advantage NGX  2,722,332  Series W  820   
 
 
  Michigan Dividend Advantage NZW  2,066,391  Series W  640   
 
 
  Missouri Premium Income NOM  2,300,954  Series TH  640   
 
 
  New Jersey Dividend Advantage NXJ  6,577,112  Series T  1,920   
 
 
  New Jersey Dividend Advantage 2 NUJ  4,523,121  Series W  1,380   
 
 
  North Carolina Dividend Advantage NRB  2,261,648  Series T  680   
 
 
  North Carolina Dividend Advantage 2 NNO  3,749,336  Series F  1,120   
 
 
  North Carolina Dividend Advantage 3 NII  3,931,531  Series W  1,120   
 
 
  North Carolina Premium Income NNC  6,351,838  Series TH  1,872   
 
 
  Ohio Dividend Advantage NXI  4,244,093  Series W  1,240   
 
 
  Ohio Dividend Advantage 2 NBJ  3,121,477  Series F  960   
 
 
  Ohio Dividend Advantage 3 NVJ  2,158,458  Series T  660   
 
 
  Pennsylvania Dividend Advantage NXM  3,332,584  Series T  1,000   
 
 
  Pennsylvania Dividend Advantage 2 NVY  3,725,809  Series M  1,140   
 
 
  Pennsylvania Investment Quality NQP  16,270,198  Series T  880   
          Series W  2,400   
          Series TH  2,000   
 
 
  Pennsylvania Premium Income 2 NPY  15,793,151  Series M  844   
          Series TH  2,080   
          Series F  1,800   
 
 
  Texas Quality Income NTX  9,495,144  Series M  760   
          Series TH  2,000   
 
 
  Virginia Dividend Advantage NGB  3,131,967  Series W  960   
 
 
  Virginia Dividend Advantage 2 NNB  5,728,297  Series M  1,680   
 
 
  Virginia Premium Income NPV  8,933,535  Series T  832   
          Series TH  1,720   
 
 
FundTicker Symbol*Common SharesPreferred Shares
Insured California Tax-Free AdvantageNKXSeries 1355
Connecticut Dividend AdvantageNFCSeries T780
Connecticut Dividend Advantage 2NGKSeries W700
Connecticut Dividend Advantage 3NGOSeries F1,280
Connecticut Premium IncomeNTCSeries TH1,532
Florida Investment QualityNQFSeries T3,080
Series F2,200
Florida Quality IncomeNUFSeries M1,700
Series TH1,700
Series F1,280
Insured Florida Premium IncomeNFLSeries W1,640
Series TH2,800
Insured Florida Tax-Free AdvantageNWFSeries W1,160
Georgia Dividend AdvantageNZXSeries M600
Georgia Dividend Advantage 2NKGSeries F1,320
Georgia Premium IncomeNPGSeries TH1,112
Maryland Dividend AdvantageNFMSeries M1,280
Maryland Dividend Advantage 2NZRSeries F1,280
Maryland Dividend Advantage 3NWISeries T1,560
Maryland Premium IncomeNMYSeries W1,404
Series TH1,760
Massachusetts Dividend AdvantageNMBSeries T600
Massachusetts Premium IncomeNMTSeries TH1,360
Insured Massachusetts Tax-Free AdvantageNGXSeries W820
Michigan Dividend AdvantageNZWSeries W640
Michigan Premium IncomeNMPSeries M840
Series TH1,400
Michigan Quality IncomeNUMSeries TH3,200
Series F560
Missouri Premium IncomeNOMSeries TH640
New Jersey Dividend AdvantageNXJSeries T1,920
New Jersey Dividend Advantage 2NUJSeries W1,380
New Jersey Investment QualityNQJSeries M3,200
Series TH2,000
Series F1,280
New Jersey Premium IncomeNNJSeries T624
Series W1,440
Series TH1,600
North Carolina Dividend AdvantageNRBSeries T680
North Carolina Dividend Advantage 2NNOSeries F1,120

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FundTicker Symbol*Common SharesPreferred Shares
North Carolina Dividend Advantage 3NIISeries W1,120
North Carolina Premium IncomeNNCSeries TH1,872
Ohio Dividend AdvantageNXISeries W1,240
Ohio Dividend Advantage 2NBJSeries F960
Ohio Dividend Advantage 3NVJSeries T660
Ohio Quality IncomeNUOSeries M680
Series TH11,400
Series TH21,000
Pennsylvania Dividend AdvantageNXMSeries T1,000
Pennsylvania Dividend Advantage 2NVYSeries M1,140
Pennsylvania Investment QualityNQPSeries T880
Series W2,400
Series TH2,000
Pennsylvania Premium Income 2NPYSeries M844
Series TH2,080
Series F1,800
Texas Quality IncomeNTXSeries M760
Series TH2,000
Virginia Dividend AdvantageNGBSeries W960
Virginia Dividend Advantage 2NNBSeries M1,680
Virginia Premium IncomeNPVSeries T832
Series TH1,720
 
*The common sharesCommon Shares of all of the Funds are listed on the New YorkAmerican Stock Exchange, except NFZ, NKR, NXE, NFC, NGK, NGO, NWF, NZX, NKG, NPG, NFM, NZR, NWI, NGX, NMB, NZW, NOM, NXJ, NUJ, NRB, NNO, NII, NXI, NBJ, NVJ, NXM, NVY, NGBJFR, JRO, NSL, JFP, NAZ, NAC, NQC, NCO, NCA, NCP, NUC, NVC, NPC, NCL, NTC, NQF, NUF, NFL, NMY, NMT, NMP, NUM, NQJ, NNJ, NNC, NUO, NQP, NPY, NTX and NNB,NPV which are listed on the AmericanNew York Stock Exchange.
1.  Election of Board Members
Minnesota Corporations
At the Annual Meeting of each Minnesota Corporation (except California Value), 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 Minnesota Corporation’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, its Board is divided into three classes, with each class being elected to serve until the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. For California Value, four (4) Board Members are nominated to be elected at this Annual Meeting.
a.  For each Minnesota Corporation, 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 Amboian,

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1.  Approval of the New Investment Management Agreements
Background
Under an investment management agreement between the Adviser and each Fund (each, an “Original Investment Management Agreement” and collectively, the “Original Investment Management Agreements”), NAM serves as each Fund’s investment adviser and is responsible for each Fund’s overall investment strategy and its implementation. The date of each Fund’s Original Investment Management Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board is provided in Appendix B. NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”). Nuveen is currently a publicly traded company.
On June 19, 2007, Nuveen entered into a merger agreement providing for the acquisition of Nuveen by Windy City Investments, Inc. (“Windy City”), a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP“), a private equity investment firm based in Chicago, Illinois (the “Transaction”). Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds. Other owners of Windy City include Merrill Lynch & Co.’s Global Private Equity group and affiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank. If the Transaction is completed, Nuveen will become a wholly-owned subsidiary of Windy City and Nuveen will become a privately-held company. Completion of the Transaction is subject to a number of conditions, including obtaining the approval of Nuveen’s stockholders and obtaining consent to the Transaction by a certain percentage of NAM’s clients representing at least 80% of annualized revenue (which includes fund shareholder approval of new investment management agreements with NAM). Nuveen and Windy City currently expect to complete the Transaction in the fourth quarter of 2007.
Upon completion of the Transaction, it is anticipated that Merrill Lynch will be an indirect “affiliated person” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of each Fund. As a result, each Fund would then generally be prohibited from entering into principal transactions with Merrill Lynch and certain of its affiliates. NAM does not believe that any such prohibition or limitation would have a materially adverse effect on any Fund’s ability to pursue its investment objective and policies.
Nuveen is relying on Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Each of the Funds currently meets this test. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission (the “SEC”) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during the two-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person


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in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Transaction Agreement, Windy City acknowledges Nuveen’s reliance on Section 15(f) of the 1940 Act and had agreed that it and its affiliates (as defined in the Transaction Agreement) shall conduct its business and use commercially reasonable efforts to enable the provisions of Section 15(f) to be true in relation to the Funds.
In addition, to help ensure that an unfair burden is not imposed on the Funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase gross management fees for any Fund; (ii) not to reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels during that period; (iii) that no Fund whose portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a broker with respect to portfolio transactions done on an agency basis, except as may be approved in the future by the Compliance Committee of the Board; and (iv) that NAM shall not cause the Funds and the other municipal funds that NAM manages as a whole to enter into portfolio transactions with or through the other minority owners of Nuveen, on either a principal or agency basis, to a significantly greater extent than both what one would expect an investment team to use such firm in the normal course of business, and what NAM has historically done with respect to those funds, without prior Board or Compliance Committee approval (excluding the impact of proportionally increasing the use of such other “minority owners” to fill the void necessitated by not being able to use Merrill Lynch).
Each Original Investment Management Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). Any change in control of the Adviser is deemed to be an assignment. The consummation of the Transaction will result in a change in control of the Adviser and therefore cause the automatic termination of each Original Investment Management Agreement, as required by the 1940 Act.
In anticipation of the Transaction, each Fund’s Board met in person at a joint meeting on July 31, 2007 for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve a new investment management agreement between the Fund and NAM in substantially the same form as the Original Investment Management Agreement to take effect immediately after the Transaction or shareholder approval, whichever is later (each a “New Investment Management Agreement” and collectively, the “New Investment Management Agreements”). The form of the New Investment Management Agreement is attached hereto as Appendix C.
The 1940 Act requires that each New Investment Management Agreement be approved by the Fund’s shareholders in order for it to become effective. At the July 31, 2007 Board meeting, and for the reasons discussed below (see “Board Considerations” below), each Board, including the Board Members who are not parties to the Original Investment Management Agreements or New Investment Management Agreements entered into by the Adviser with respect to any Fund or who are not “interested persons” of the Funds or the Adviser as defined in the 1940 Act (the “Independent Board Members”), unanimously approved the New Investment Management Agreement and unanimously recommended its approval by shareholders in order to assure continuity of investment advisory services to the Fund after the Transaction. In the event shareholders of a Fund do not approve the New Investment Management Agreement at the Meeting or any adjournment thereof prior to the closing of the Transaction, an interim investment management agreement between the Adviser and each such Fund (each, an


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“Interim Investment Management Agreement” and collectively, the “Interim Investment Management Agreements”) will take effect upon the closing of the Transaction.
At the July 31, 2007 meeting, each Board, including the Independent Board Members, also unanimously approved the Interim Investment Management Agreements in order to assure continuity of investment advisory services to the Funds after the Transaction. The terms of each Interim Investment Management Agreement are substantially identical to those of the Original Investment Management Agreements and New Investment Management Agreements, except for the term and escrow provisions described below. If a Fund’s shareholders have not approved a New Investment Management Agreement prior to the Transaction, an Interim Investment Management Agreement will take effect upon the closing of the Transaction and will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of a Fund approve the New Investment Management Agreement. Pursuant toRule 15a-4 under the 1940 Act, compensation earned by the Adviser under an Interim Investment Management Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Investment Management Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Investment Management Agreement will be paid to the Adviser. If shareholders of a Fund do not approve the New Investment Management Agreement prior to the end of the150-day period, the Board will take such action as it deems to be in the best interests of the Fund and its shareholders, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Investment Management Agreement or the total amount in the escrow account, plus interest earned.
Comparison of Original Investment Management Agreement and New Investment Management Agreement
The terms of each New Investment Management Agreement, including fees payable to the Adviser by the Fund thereunder, are substantially identical to those of the Original Investment Management Agreement, except for the date of effectiveness. There is no change in the fee rate payable by each Fund to the Adviser. If approved by shareholders of a Fund, the New Investment Management Agreement for the Fund will expire on August 1, 2008, unless continued. Each New Investment Management Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Investment Management Agreement to the terms of the New Investment Management Agreement.
Investment Management Services. The investment management services to be provided by the Adviser to each Fund under the New Investment Management Agreements will be identical to those services currently provided by the Adviser to each Fund under the Original Investment Management Agreements. Both the Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser shall manage the investment and reinvestment of the Fund’s assets in accordance with the Fund’s investment objective and policies and limitations and administer the Fund’s affairs to the extent requested by and subject to the oversight of the Fund’s Board. In addition, the investment management services will be provided by the same Adviser personnel under the New Investment Management Agreements as under the Original Investment Management Agreements. The Adviser


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does not anticipate that the Transaction will have any adverse effect on the performance of its obligations under the New Investment Management Agreements.
Fees. Under each Original Investment Management Agreement and New Investment Management Agreement, the Fund pays to the Adviser an investment management fee that consists of two components — a fund-level fee, calculated by applying a Fund-specific breakpoint fee schedule that pays progressively reduced fee rates at increased Fund-specific asset levels to the average daily managed assets (which includes assets attributable to all types of leverage used in leveraged funds) of that individual Fund, and a complex-level fee, calculated by applying a fee rate determined based on the aggregate managed assets of all Nuveen-branded closed-end and open-end registered investment companies organized in the United States, applied to a complex-wide fee schedule that would pay ever-reducing effective fee rates at increasing complex-wide assets, multiplied by that Fund’s average daily managed assets. The investment management fee paid by each Fund equals the sum of the fund-level fee and complex-level fee calculated for that Fund.
The fee schedules for the fund-level fee and complex-level fee breakpoint schedules under the New Investment Management Agreements for each Fund are identical to the fund-level fee and complex-level fee breakpoint schedules under the Original Investment Management Agreements. The annual fund-level fee schedule for each Fund under the Original Investment Management Agreements and the New Investment Management Agreements, the fees paid by each Fund to the Adviser during each Fund’s last fiscal year and the Fund’s net assets as of June 30, 2007 are set forth in Appendix D to this Proxy Statement. The fee schedule for the complex-level component is the same for each Fund under both the Original Investment Management Agreements and New Investment Management Agreements and is also set forth in Appendix D. That complex-wide fee schedule was recently reduced with an effective date of August 20, 2007, as reflected in Appendix D.
Payment of Expenses. Under each Original Investment Management Agreement and each New Investment Management Agreement, the Adviser shall furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund.
Limitation on Liability. The Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser will not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under the Agreement.
Continuance. The Original Investment Management Agreement of each Fund originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Fund approve the New Investment Management Agreement for that Fund, the New Investment Management Agreement will expire on August 1, 2008, unless continued. The New Investment Management Agreement may be continued for


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successive one-year periods if approved at least annually in the manner required by the 1940 Act.
Termination. The Original Investment Management Agreement and New Investment Management Agreement for each Fund provide that the Agreement may be terminated at any time without the payment of any penalty by the Fund or Adviser on sixty (60) days’ written notice to the other party. A Fund may effect termination by action of the Board or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.
Board Considerations
I. Approval of Original Investment Management Agreements
The Board Members are responsible for overseeing the performance of the investment adviser to the Funds and determining whether to approve or continue the advisory arrangements. At a meeting held on May 21, 2007 (the “May Meeting”), the Board of each Fund, including the Independent Board Members, performed a full annual review of each Original Investment Management Agreement and unanimously approved the continuance of such agreements. Because the information provided and the considerations made at the annual review continue to be relevant with respect to the evaluation of the New Investment Management Agreements, the Board considered the foregoing as part of their deliberations of the New Investment Management Agreements. Accordingly, the discussions immediately below outline the materials and information presented to the Board in connection with the Board’s May annual review and the analysis undertaken and the conclusions reached by Board Members when determining to continue the Original Investment Management Agreements.
During the course of the year, the Board received a wide variety of materials relating to the services provided by NAM and the performance of the Funds. At each of its quarterly meetings, the Board reviewed investment performance and various matters relating to the operations of the Funds, including the compliance program, shareholder services, valuation, custody, distribution and other information relating to the nature, extent and quality of services provided by NAM. Between the regularly scheduled quarterly meetings, the Board Members received information on particular matters as the need arose. In preparation for their considerations at the May Meeting, the Independent Board Members also received extensive materials, well in advance of their meeting, which outlined or are related to, among other things:
• the nature, extent and quality of services provided by NAM;
 
• the organization and business operations of NAM, including the responsibilities of various departments and key personnel;
• each Fund’s past performance as well as the Fund’s performance compared to funds with similar investment objectives based on data and information provided by an independent third party and to customized benchmarks;
• the profitability of Nuveen and certain industry profitability analyses for unaffiliated advisers;
• the expenses of Nuveen in providing the various services;


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• the advisory feesBremner, Evans, Kundert, Stockdale, Stone and total expense ratios of each Fund, including comparisons of such fees and expenses with those of comparable, unaffiliated funds based on information and data providedToth are nominees for election by an independent third party (the “Peer Universe”) as well as compared to a subset of funds within the Peer Universe (the “Peer Group”) of the respective Fund (as applicable);
• the advisory fees NAM assesses to other types of investment products or clients;
• the soft dollar practices of NAM, if any; and
• from independent legal counsel, a legal memorandum describing among other things, applicable laws, regulations and duties in reviewing and approving advisory contracts.
At the May Meeting, NAM made a presentation to, and responded to questions from, the Board. Prior to and after the presentations and reviewing the written materials, the Independent Board Members met privately with their legal counsel to review the Board’s duties in reviewing advisory contracts and considering the renewal of the advisory contracts. The Independent Board Members, in consultation with independent counsel, reviewed the factors set out in judicial decisions and SEC directives relating to the renewal of advisory contracts. As outlined in more detail below, the Board Members considered all factors they believed relevant with respect to each Fund, including, but not limited to, the following: (a) the nature, extent and quality of the services to be provided by NAM; (b) the investment performance of the Fund and NAM; (c) the costs of the services to be provided and profits to be realized by Nuveen and its affiliates; (d) the extent to which economies of scale would be realized; and (e) whether fee levels reflect those economies of scale for the benefit of the Fund’s investors. In addition, as noted, the Board Members met regularly throughout the year to oversee the Funds. In evaluating the Original Investment Management Agreements, the Board Members also relied upon their knowledge of NAM, its services and the Funds resulting from their meetings and other interactions throughout the year. It is with this background that the Board Members considered each Original Investment Management Agreement.
A.  Nature, Extent and Quality of Services
In considering renewal of the Original Investment Management Agreements, the Board Members considered the nature, extent and quality of NAM’s services. The Board Members reviewed materials outlining, among other things, Nuveen’s organization and business; the types of services that NAM or its affiliates provide and are expected to provide to the Funds; the performance record of the applicable Fund (as described in further detail below); and any initiatives Nuveen had taken for the municipal fund product line. As noted, the Board Members were already familiar with the organization, operations and personnel of NAM due to the Board Members’ experience in governing the respective Funds and working with NAM on matters relating to the Funds. With respect to personnel, the Board Members recognized NAM’s investment in additional qualified personnel throughout the various groups in the organization and recommended to NAM that it continue to review staffing needs as necessary. In addition, the Board Members reviewed materials describing the current status and, in particular, the developments in 2006 with respect to NAM’s investment process, investment strategies (including additional tools used in executing such strategies), personnel (including portfolio management and research teams), trading process, hedging activities, risk management operations (e.g., reviewing credit quality, duration limits, derivatives use, as applicable), and investment operations (such as enhancements to trading procedures, pricing procedures,


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and client services). The Board Members recognized Nuveen’s investment of resources and efforts to continue to enhance and refine its investment process.
In addition to advisory services, the Independent Board Members considered the quality of administrative and non-advisory services provided by NAM and noted that NAM provides the Funds with a wide variety of services and officers and other personnel as are necessary for the operations of the Funds, including,
• product management;
• fund administration;
• oversight of shareholder services and other fund service providers;
• administration of Board relations;
• regulatory and portfolio compliance; and
• legal support.
As the Funds operate in a highly regulated industry and given the importance of compliance, the Board Members considered, in particular, Nuveen’s compliance activities for the Funds and enhancements thereto. In this regard, the Board Members recognized the quality of Nuveen’s compliance team. The Board Members further noted Nuveen’s negotiations with other service providers and the corresponding reduction in certain service providers’ fees.
With respect to closed-end funds, in addition to the foregoing services, the Board Members also noted the additional services that NAM or its affiliates provide to closed-end funds, including, in particular, its secondary market support activities. The Board Members recognized Nuveen’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a variety of programs designed to raise investor and analyst awareness and understanding of closed-end funds. These efforts include:
• maintaining shareholder communications;
• providing advertising for closed-end funds;
• maintaining its closed-end fund website;
• maintaining continual contact with financial advisers;
• providing educational symposia;
• conducting research with investors and financial analysis regarding closed-end funds; and
• evaluating secondary market performance.
With respect to Funds that utilize leverage through the issuance of Preferred Shares, the Board Members noted Nuveen’s continued support for the holders of Preferred Shares by, among other things:
• maintaining an in-house trading desk;
• maintaining a product manager for the Preferred Shares;
• developing distribution for Preferred Shares with new market participants;
• maintaining an orderly auction process;


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• managing leverage and risk management of leverage; and
• maintaining systems necessary to test compliance with rating agency criteria.
Based on their review, the Board Members found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the respective Funds under the Original Investment Management Agreements were satisfactory.
B.  The Investment Performance of the Funds and NAM
The Board considered the investment performance for each Fund, including the Fund’s historic performance as well as its performance compared to funds with similar investment objectives (the “Performance Peer Group”) based on data provided by an independent third party (as described below). The Board Members also reviewed portfolio level performance against customized benchmarks, as described in further detail below.
In evaluating the performance information, in certain instances, the Board Members noted that the closest Performance Peer Group for a Fund may not adequately reflect such Fund’s investment objectives and strategies, thereby limiting the usefulness of the comparisons of such Fund’s performance with that of the Performance Peer Group.
With respect to state specific municipal funds, the Board Members also recognized that certain funds do not have a corresponding state specific Performance Peer Group in which case their performance is measured against a more general municipal category for various states. Funds that do not have corresponding state-specific Performance Peer Groups are from states other than New York, California, Florida, New Jersey, Michigan, and Pennsylvania. However, with respect to Funds based in Florida, New Jersey, Michigan and Pennsylvania, the peer group may be so small or the Nuveen Funds may dominate the category to such an extent that performance information for such Funds was also compared to a more general category for all states (other than New York and California).
The Board Members reviewed performance information including, among other things, total return information compared with the Fund’s Performance Peer Group for the one-, three- and five-year periods (as applicable) ending December 31, 2006. The Board Members also reviewed the Fund’s portfolio level performance (which does not reflect fund level fees and expenses, and leverage) compared to customized portfolio-level benchmarks for the one- and three-year periods ending December 31, 2006 (as applicable). The analysis was used to assess the efficacy of investment decisions against appropriate measures of risk and total return, within specific market segments. This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings. Based on their review, the Board Members determined that each Fund’s investment performance over time had been satisfactory, subject to the following. With respect to various municipal closed-end funds, the Board Members noted relative total return underperformance in recent years compared to peers. The Board Members reviewed materials and discussed with NAM the factors contributing to the shift in performance including, among other things, the degree of risk undertaken by peers compared to the Funds (such as through the increased use of leverage or taking concentrated positions in high risk credits). In addition, the Board Members also considered a Fund’s dividend performance and the extent of any secondary market discounts. The Board Members noted NAM’s efforts to evaluate the factors affecting performance and determine whether modification to a


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Fund’s investment strategy is necessary or appropriate, and concluded they were satisfied with the steps being taken.
C.  Fees, Expenses and Profitability
1.  Fees and Expenses
In evaluating the management fees and expenses of a Fund, the Board reviewed, among other things, the Fund’s advisory fees (net and gross management fees) and total expense ratios (before and after expense reimbursementsand/or waivers) in absolute terms as well as comparisons to the gross management fees (before waivers), net management fees (after waivers) and total expense ratios (before and after waivers) of comparable funds in the Peer Universe and the Peer Group. In reviewing the fee schedule for a Fund, the Board Members considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen (applicable, in particular, for certain Funds launched since 1999). The Board Members further reviewed data regarding the construction of Peer Groups as well as the methods of measurement for the fee and expense analysis and the performance analysis. In certain cases, due to the small number of peers in the Peer Universe, the Peer Universe and Peer Group had significant overlap or even consisted entirely of the same unaffiliated funds. In reviewing the comparison of fee and expense information, the Board Members recognized that in certain cases, the Fund size relative to peers, the small size and odd composition of the Peer Group (including differences in objectives and strategies), expense anomalies, timing of information used or other factors impacting the comparisons thereby limited some of the usefulness of the comparative data. The Board Members also considered the differences in the use of leverage. Based on their review of the fee and expense information provided, the Board Members determined that each Fund’s net total expense ratio was within an acceptable range compared to peers.
2.  Comparisons with the Fees of Other Clients
The Board Members further reviewed data comparing the advisory fees of NAM with fees NAM charges to other clients. With respect to municipal funds, such other clients include NAM’s municipal separately managed accounts. In general, the advisory fees charged for separate accounts are somewhat lower than the advisory fees assessed to the Funds. The Board Members considered the differences in the product types, including, but not limited to, the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Board Members noted, in particular, that the range of services provided to the Funds (as discussed above) is much more extensive than that provided to separately managed accounts. As described in further detail above, such additional services include, but are not limited to: product management, fund administration, oversight of third party service providers, administration of Board relations, and legal support. The Board Members noted that the Funds operate in a highly regulated industry requiring extensive compliance functions compared to other investment products. Given the inherent differences in the products, particularly the extensive services provided to the Funds, the Board Members believe such facts justify the different levels of fees.


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3.  Profitability of Nuveen
In conjunction with its review of fees, the Board Members also considered the profitability of Nuveen for its advisory activities (which incorporated Nuveen’s wholly-owned affiliated sub-advisers) and its financial condition. The Board Members reviewed the revenues and expenses of Nuveen’s advisory activities for the last three years, the allocation methodology used in preparing the profitability data as well as the 2006 Annual Report for Nuveen. The Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Board Members noted the enhanced dialogue and information regarding profitability with NAM during the year, including more frequent meetings and updates from Nuveen’s corporate finance group. The Board Members also reviewed data comparing Nuveen’s profitability with other fund sponsors prepared by three independent third party service providers as well as comparisons of the revenues, expenses and profit margins of various unaffiliated management firms with similar amounts of assets under management prepared by Nuveen.
In reviewing profitability, the Board Members recognized the subjective nature of determining profitability which may be affected by numerous factors, including the allocation of expenses. Further, the Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations.
Notwithstanding the foregoing, the Board Members reviewed Nuveen’s methodology and assumptions for allocating expenses across product lines to determine profitability. Last year, the Board Members also designated an Independent Board Member as a point person for the Board to review the methodology determinations during the year and any refinements thereto, which relevant information produced from such process was reported to the full Board. In reviewing profitability, the Board Members recognized Nuveen’s increased investment into its fund business. Based on its review, the Board Members concluded that they were satisfied that Nuveen’s level of profitability for its advisory activities was reasonable in light of the services provided.
In evaluating the reasonableness of the compensation, the Board Members also considered other amounts paid to NAM by the Funds as well as any indirect benefits (such as soft dollar arrangements, if any) NAM and its affiliates receive, or are expected to receive, that are directly attributable to the management of the Funds, if any. See Section E below for additional information on indirect benefits NAM may receive as a result of its relationship with the Funds. Based on their review of the overall fee arrangements of each Fund, the Board Members determined that the advisory fees and expenses of the Fund were reasonable.
D.  Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
With respect to economies of scale, the Board Members recognized the potential benefits resulting from the costs of a Fund being spread over a larger asset base. To help ensure the shareholders share in these benefits, the Board Members reviewed and considered the breakpoints in the advisory fee schedules that reduce advisory fees. In addition to advisory fee


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breakpoints, the Board also approved a complex-wide fee arrangement in 2004. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex, including the Funds, are reduced as the assets in the fund complex reach certain levels. In evaluating the complex-wide fee arrangement, the Board Members noted that the last complex-wide asset level breakpoint for the complex-wide fee schedule was at $91 billion and that the Board Members anticipated further reviewand/or negotiations prior to the assets of the Nuveen complex reaching such threshold. Based on their review, the Board Members concluded that the breakpoint schedule and complex-wide fee arrangement were acceptable and desirable in providing benefits from economies of scale to shareholders, subject to further evaluation of the complex-wide fee schedule as assets in the complex increase.
E.  Indirect Benefits
In evaluating fees, the Board Members also considered any indirect benefits or profits NAM or its affiliates may receive as a result of its relationship with each Fund. With respect to closed-end funds, the Board Members considered revenues received by affiliates of NAM for serving as agent at Nuveen’s preferred trading desk and for serving as a co-manager in the initial public offering of new closed-end exchange traded funds.
In addition to the above, the Board Members considered whether NAM received any benefits from soft dollar arrangements whereby a portion of the commissions paid by a Fund for brokerage may be used to acquire research that may be useful to NAM in managing the assets of the Funds and other clients. With respect to NAM, the Board Members noted that NAM does not currently have any soft dollar arrangements; however, to the extent certain bona fide agency transactions that occur on markets that traditionally trade on a principal basis and riskless principal transactions are considered as generating “commissions,” NAM intends to comply with the applicable safe harbor provisions.
Based on their review, the Board Members concluded that any indirect benefits received by NAM as a result of its relationship with the Funds were reasonable and within acceptable parameters.
F.  Other Considerations
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of the Original Investment Management Agreements are fair and reasonable, that NAM’s fees are reasonable in light of the services provided to each Fund and that the renewal of the Original Investment Management Agreements should be approved.
II.  Approval of the New Investment Management Agreements
Following the May Meeting, the Board Members were advised of the potential Transaction. As noted above, the completion of the Transaction would terminate each of the Original Investment Management Agreements. Accordingly, at a meeting held on July 31, 2007 (the “July Meeting”), the Board of each Fund, including the Independent Board Members, unanimously approved the New Investment Management Agreement on behalf of each Fund. Leading up to the July Meeting, the Board Members had several meetings and deliberations


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with and without Nuveen management present, and with the advice of legal counsel, regarding the proposed Transaction as outlined below.
On June 8, 2007, the Board Members held a special telephonic meeting to discuss the proposed Transaction. At that meeting, the Board Members established a special ad hoc committee comprised solely of Independent Board Members to focus on the Transaction and to keep the Independent Board Members updated with developments regarding the Transaction. On June 15, 2007, the ad hoc committee met with representatives of NAM to discuss modifications to the complex-wide fee schedule that would generate additional fee savings at specified levels of complex-wide asset growth (as set forth in Appendix D). On June 15, 2007, the ad hoc committee also discussed the Transaction with representatives of Nuveen at a telephonic meeting. Following the foregoing meetings and several subsequent telephonic conferences among Independent Board Members and independent counsel, and between Independent Board Members and representatives of Nuveen, the Board met on June 18, 2007 to further discuss the proposed Transaction. Immediately prior to and then again during the June 18, 2007 meeting, the Independent Board Members met privately with their independent legal counsel. At that meeting, the Board met with representatives of MDP, of Goldman Sachs, Nuveen’s financial adviser in the Transaction, and of the Nuveen Board to discuss, among other things, the history and structure of MDP, the terms of the proposed Transaction (including the financing terms), and MDP’s general plans and intentions with respect to Nuveen (including with respect to management, employees, and future growth prospects). On July 9, 2007, the Board also met to be updated on the Transaction as part of a special telephonic meeting. The Board Members were further updated at a special in-person board meeting held on July 19, 2007 (one Independent Board Member participated telephonically). Subsequently, on July 27, 2007, the ad hoc committee held a telephonic conference with representatives of Nuveen and MDP to further discuss, among other things, the Transaction, the financing of the Transaction, retention and incentive plans for key employees, the effect of regulatory restrictions on transactions with affiliates after the Transaction, and current market conditions and their impact on the Transaction.
In connection with their review of the New Investment Management Agreements, the Independent Board Members, through their independent legal counsel, also requested in writing and received additional information regarding the proposed Transaction and its impact on the provision of services by NAM and its affiliates.
The Independent Board Members received, well in advance of the July Meeting, materials which outlined, among other things:
• the structure and terms of the Transaction, including MDP’s co-investor entities and their expected ownership interests and the financing arrangements that will exist for Nuveen following the closing of the Transaction;
• the strategic plan for Nuveen following the Transaction;
• the governance structure for Nuveen following the Transaction;
• any anticipated changes in the operations of the Nuveen Funds following the Transaction, including changes to NAM’s and Nuveen’s day-to-day management, infrastructure and ability to provide advisory, distribution or other applicable services to the Funds;


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• any changes to senior management or key personnel who work on Fund related matters (including portfolio management, investment oversight, and legal/compliance) and any retention or incentive arrangements for such persons;
• any anticipated effect on each Fund’s expense ratio (including advisory fees) following the Transaction;
• any benefits or undue burdens imposed on the Funds as a result of the Transaction;
• any legal issues for the Funds as a result of the Transaction;
• the nature, quality and extent of services expected to be provided to the Funds following the Transaction, changes to any existing services and policies affecting the Funds, and cost-cutting efforts, if any, that may impact such services or policies;
• any conflicts of interest that may arise for Nuveen or MDP with respect to the Funds;
• the costs associated with obtaining necessary shareholder approvals, and who would bear those costs; and
• from legal counsel, a memorandum describing the applicable laws, regulations and duties in approving advisory contracts, including, in particular, with respect to a change of control.
Immediately preceding the July Meeting, representatives of MDP met with the Board to further respond to questions regarding the Transaction. After the meeting with MDP, the Independent Board Members met with independent legal counsel in executive session. At the July Meeting, Nuveen also made a presentation and responded to questions. Following the presentations and discussions of the materials presented to the Board, the Independent Board Members met again in executive session with their counsel. As outlined in more detail below, the Independent Board Members considered all factors they believed relevant with respect to each Fund, including the impact that the Transaction could be expected to have on the following: (a) the nature, extent and quality of services to be provided; (b) the investment performance of the Funds; (c) the costs of the services and profits to be realized by Nuveen and its affiliate; (d) the extent to which economies of scale would be realized; and (e) whether fee levels reflect those economies of scale for the benefit of investors. As noted above, the Board Members had recently completed their annual review of the Original Investment Management Agreements at the May Meeting and many of the factors considered at the annual review were applicable to their evaluation of the New Investment Management Agreements. Accordingly, in evaluating the New Investment Management Agreements, the Board Members relied upon their knowledge and experience with NAM and considered the information received and their evaluations and conclusions drawn at the annual review. The Independent Board Members evaluated all information available to them on aFund-by-Fund basis, and their determinations were made separately in respect of each Fund.
A.  Nature, Extent and Quality of Services
In evaluating the nature, quality and extent of the services expected to be provided by NAM under the New Investment Management Agreements, the Independent Board Members considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of NAM; the potential implications of regulatory restrictions on the Funds following the Transaction; the ability of NAM and its


18

affiliates to perform their duties after the Transaction; and any anticipated changes to the current investment and other practices of the Funds.
The Board noted that the terms of each New Investment Management Agreement, including fees payable thereunder, are substantially identical to those of the Original Investment Management Agreement relating to the same Fund (with both reflecting reductions to fee levels in the complex-wide fee schedule for complex-wide assets in excess of $80 billion that became effective on August 20, 2007). The Board considered that the services to be provided and the standard of care under the New Investment Management Agreements are the same as the Original Investment Management Agreements. The Board Members further noted that key personnel who have responsibility for the Funds in each area, including portfolio management, investment oversight, fund management, fund operations, product management, legal/compliance and board support functions, are expected to be the same following the Transaction. The Board Members considered and are familiar with the qualifications, skills and experience of such personnel. The Board also considered certain information regarding anticipated retention or incentive plans designed to retain key personnel. Further, the Board Members noted that no changes to Nuveen’s infrastructure or operations as a result of the Transaction were anticipated other than potential enhancements as a result of an expected increase in the level of investment in such infrastructure and personnel. The Board noted MDP’s representations that it does not plan to have a direct role in the management of Nuveen, appointing new management personnel, or directly impacting individual staffing decisions. The Board Members also noted that there were not any planned “cost cutting” measures that could be expected to reduce the nature, extent, or quality of services. After consideration of the foregoing, the Board Members concluded that no diminution in the nature, quality and extent of services provided to the Funds and their shareholders is expected.
In addition to the above, the Board Members considered potential changes in the operations of each Fund. In this regard, the Board Members considered the potential effect of regulatory restrictions on the Funds’ transactions with future affiliated persons. During their deliberations, it was noted that, after the Transaction, a subsidiary of Merrill Lynch is expected to have an ownership interest in Nuveen at a level that will make Merrill Lynch an affiliated person of Nuveen. The Board Members recognized that applicable law would generally prohibit the Funds from engaging in securities transactions with Merrill Lynch as principal, and would also impose restrictions on using Merrill Lynch for agency transactions. They recognized that having MDP and Merrill Lynch as affiliates may restrict the Funds’ ability to invest in securities of issuers controlled by MDP or issued by Merrill Lynch and its affiliates even if not bought directly from MDP or Merrill Lynch as principal. They also recognized that various regulations may require the Funds to apply investment limitations on a combined basis with affiliates of Merrill Lynch. The Board Members considered information provided by NAM regarding the potential impact on the Funds’ operations as a result of these regulatory restrictions. The Board Members considered, in particular, the Funds that may be impacted most by the restricted access to Merrill Lynch, including: municipal funds (particularly certain state-specific funds), senior loan funds, taxable fixed income funds, preferred security funds and funds that heavily use derivatives. The Board Members considered such Funds’ historic use of Merrill Lynch as principal in their transactions and information provided by NAM regarding the expected impact resulting from MDP’s or Merrill Lynch’s affiliation with Nuveen and available measures that could be taken to minimize such impact. NAM informed the Board Members, although difficult to determine with certainty, that its management did not believe that Merrill Lynch’s status as


19

an affiliate of Nuveen would have a material adverse effect on any Fund’s ability to pursue its investment objectives and policies.
In addition to the regulatory restrictions considered by the Board, the Board Members also considered potential conflicts of interest that could arise between the Funds and various parties to the Transaction and discussed possible ways of addressing such conflicts.
Based on its review along with its considerations regarding services at the annual review at the May Meeting, the Board concluded that the Transaction was not expected to adversely affect the nature, quality or extent of services provided by NAM and that the expected nature, quality and extent of such services supported approval of the New Investment Management Agreements.
B.  Performance of the Funds
With respect to the performance of the Funds, the Board considered that the portfolio management personnel responsible for the management of the Funds’ portfolios were expected to continue to manage the portfolios following the completion of the Transaction.
In addition, the Board Members recently reviewed Fund performance at the May Meeting as described above and determined that Fund performance was satisfactory or better, subject to the following. With respect to certain municipal closed-end funds with relative short-term underperformance, the Board Members concluded NAM was taking steps to evaluate the factors affecting performance and those steps would continue following the Transaction. Further, the investment policies and strategies were not expected to change as a result of the Transaction.
In light of the foregoing factors, along with the prior findings regarding performance at the annual review, the Board concluded that its findings with respect to performance supported approval of the New Investment Management Agreements.
C.  Fees, Expenses and Profitability
As described in more detail above, during the annual review the Board Members considered, among other things, the management fees and expenses of the Funds, the breakpoint schedules, and comparisons of such fees and expenses with peers. At the annual review, the Board Members determined that the Fund’s advisory fees and expenses were reasonable. In evaluating the costs of services to be provided by NAM under the New Investment Management Agreements and the profitability of Nuveen for its advisory activities, the Board Members considered their prior conclusions at the annual review and whether the management fees or other expenses would change as a result of the Transaction. As described above, the investment management fee is composed of two components — a fund-level component and complex-wide level component. The fee schedule under the New Investment Management Agreements to be paid to NAM is identical to that under the Original Investment Management Agreements, including the modified complex-wide fee schedule. As noted above, the Board recently approved a modified complex-wide fee schedule that would generate additional fee savings on complex-wide assets above $80 billion. See Appendix D for both the prior and the new complex-wide fee schedule. The modifications have an effective date of August 20, 2007 and are part of the Original Investment Agreements. Accordingly, the terms of the complex-


20

wide component under the New Investment Management Agreements are the same as under the Original Investment Management Agreements. The Board Members also noted that Nuveen has committed for a period of two years from the date of closing of the Transaction that it will not increase gross management fees for any Fund and will not reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels. Based on the information provided, the Board Members did not expect that overall Fund expenses would increase as a result of the Transaction. In addition, the Board Members considered that additional fund launches were anticipated after the Transaction which would result in an increase in total assets under management in the complex and a corresponding decrease in overall management fees under the complex-wide fee schedule. Taking into consideration the Board’s prior evaluation of fees and expenses at the annual renewal, and the modification to the complex-wide fee schedule, the Board determined that the management fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty the impact of the Transaction on Nuveen’s profitability, at the recent annual review, the Board Members were satisfied that Nuveen’s level of profitability for its advisory activities was reasonable. During the year, the Board Members had noted the enhanced dialogue regarding profitability and the appointment of an Independent Board Member as a point person to review methodology determinations and refinements in calculating profitability. Given their considerations at the annual review and the modifications to the complex-wide fee schedule, the Board Members were satisfied that Nuveen’s level of profitability for its advisory activities continues to be reasonable.
D.  Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
The Board Members have been cognizant of economies of scale and the potential benefits resulting from the costs of a Fund being spread over a larger asset base. To help ensure that shareholders share in the benefits derived from economies of scale, the Board adopted the complex-wide fee arrangement in 2004. At the May Meeting, the Board Members reviewed the complex-wide fee arrangements and noted that additional negotiations may be necessary or appropriate as the assets in the complex approached the $91 billion threshold. In light of this assessment coupled with the upcoming Transaction, at the June 15, 2007 meeting, the ad hoc committee met with representatives of Nuveen to further discuss modifications to the complex-wide fee schedule that would generate additional savings for shareholders as the assets of the complex grow. The proposed terms for the complex-wide fee schedule is expressed in terms of targeted cumulative savings at specified levels of complex-wide assets, rather than in terms of targeted marginal complex-wide fee rates. Under the modified schedule, the schedule would generate additional fee savings beginning at complex-wide assets of $80 billion in order to achieve targeted cumulative annual savings at $91 billion of $28 million on a complex-wide level (approximately $0.6 million higher than those generated under the then current schedule) and generate additional fee savings for asset growth above complex-wide assets of $91 billion in order to achieve targeted annual savings at $125 billion of assets of approximately $50 million on a complex-wide level (approximately $2.2 million higher annually than that generated under the then current schedule). At the July Meeting, the Board approved the modified complex-wide fee schedule for the Original Investment Management Agreements and these same terms will apply to the New Investment Management Agreements. Accordingly, the Board Members believe that the breakpoint schedules and revised complex-wide fee schedule


21

are appropriate and desirable in ensuring that shareholders participate in the benefits derived from economies of scale.
E.  Indirect Benefits
During their recent annual review, the Board Members considered any indirect benefits that NAM may receive as a result of its relationship with the Funds, as described above. As the policies and operations of Nuveen are not anticipated to change significantly after the Transaction, such indirect benefits should remain after the Transaction. The Board Members further considered any additional indirect benefits to be received by NAM or its affiliates after the Transaction. The Board Members noted that other than benefits from its ownership interest in Nuveen and indirect benefits from fee revenues paid by the Funds under the management agreements and other Board-approved relationships, it was currently not expected that MDP or its affiliates would derive any benefit from the Funds as a result of the Transaction or transact any business with or on behalf of the Funds (other than perhaps potential Fund acquisitions, in secondary market transactions, of securities issued by MDP portfolio companies); or that Merrill Lynch or its affiliates would derive any benefits from the Funds as a result of the Transaction (noting that, indeed, Merrill Lynch would stand to experience the discontinuation of principal transaction activity with the Funds and likely would experience a noticeable reduction in the volume of agency transactions with the Funds).
F.  Other Considerations
In addition to the factors above, the Board Members also considered the following with respect to the Funds:
• Nuveen would rely on the provisions of Section 15(f) of the 1940 Act (as described above). In this regard, to help ensure that an unfair burden is not imposed on the Funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase gross management fees for any Fund; (ii) not to reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels during that period; (iii) that no Fund whose portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a broker with respect to portfolio transactions done on an agency basis, except as may be approved in the future by the Compliance Committee of the Board; and (iv) that NAM shall not cause the Funds and other municipal funds that NAM manages, as a whole, to enter into portfolio transactions with or through the other minority owners of Nuveen, on either a principal or agency basis, to a significantly greater extent than both what one would expect an investment team to use such firm in the normal course of business, and what NAM has historically done, without prior Board or Compliance Committee approval (excluding the impact of proportionally increasing the use of such other “minority owners” to fill the void necessitated by not being able to use Merrill Lynch).
• The Funds would not incur any costs in seeking the necessary shareholder approvals for the New Investment Management Agreements (except for costs attributed to seeking shareholder approvals of Fund specific matters unrelated to the Transaction, such as approval of Board Members or changes to investment policies in which case a portion of such costs will be borne by the applicable Funds).


22

• The reputation, financial strength and resources of MDP.
• The long-term investment philosophy of MDP and anticipated plans to grow Nuveen’s business to the benefit of these Funds.
• The benefits to the Funds as a result of the Transaction including: (i) as a private company, Nuveen may have more flexibility in making additional investments in its business; (ii) as a private company, Nuveen may be better able to structure compensation packages to attract and retain talented personnel; (iii) as certain of Nuveen’s distribution partners are expected to be equity or debt investors in Nuveen, Nuveen may be able to take advantage of new or enhanced distribution arrangements with such partners; and (iv) MDP’s experience, capabilities and resources that may help Nuveen identify and acquire investment teams or firms and finance such acquisitions.
• The historic premium and discount levels at which the shares of the Funds have traded at specified dates with particular focus on the premiums and discounts after the announcement of the Transaction, taking into consideration recent market conditions and steps or initiatives considered or undertaken by NAM to address discount levels.all shareholders.
 
G.  Conclusion(ii) two (2) Board Members are to be elected by holders of Preferred Shares, each series voting together as a single class. Board Members Hunter and Schneider are nominees for election by holders of Preferred Shares.
The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of the New Investment Management Agreements are fair and reasonable, that the fees therein are reasonable in light of the services to be provided to each Fund and that the New Investment Management Agreements should be approved and recommended to shareholders.
 
III.  b.  ApprovalFor California Value:The Board of Interim ContractsCalifornia Value has designated Board Members Amboian, Kundert and Toth as Class II Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2011 and has re-designated Board Member Hunter as a Class I Board Member and as a nominee for a Board Member for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified. The remaining Board Members Bremner, Evans, Schneider, Stockdale and Stone are current and continuing Board Members. The Board of California Value has designated Board Members Stockdale and Stone as continuing Class I Board Members for a term expiring in 2010 and has designated Board Members Bremner, Evans and Schneider as Class III Board Members for a term expiring in 2009.
 
As noted above, at the July Meeting, the Board Members, including the Independent Board Members, unanimously approved Interim Investment Management Agreements. If necessary to ensure continuity of advisory services, the Interim Investment Management Agreements will take effect upon the closing of the Transaction if shareholders have not yet approved the Investment Management Agreement. The terms of each Interim Investment Management Agreement are substantially identical to those of the corresponding Original Investment Management Agreement and New Investment Management Agreement, respectively, except for the term and escrow provisions described above. In light of the foregoing, the Board Members, including the Independent Board Members, unanimously determined that the scope and quality of services to be provided to the Funds under the respective Interim Investment Management Agreement are at least equivalent to the scope and quality of services provided under the applicable Original Investment Management Agreement.
Information about the AdviserMassachusetts Business Trusts
NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates had approximately $172 billion in assets under management as of June 30, 2007. Nuveen is currently a publicly traded company. Nuveen is currently listed on the New York Stock Exchange and trades under the symbol “JNC.”


23

The principal occupation of the officers and directors of NAM is shown in Appendix E. The business address of NAM, Nuveen and each principal executive officer and director of NAM is 333 West Wacker Drive, Chicago, Illinois 60606.
Tim Schwertfeger, Chairman of the Board, sold           shares of Class           stock of Nuveen and purchased           shares of Class           stock of Nuveen on the          Exchange since September 1, 2005. Mr.           received $      in exchange for his shares of Nuveen sold.
Mr. Schwertfeger is currently a Director and Non-Executive Chairman of Nuveen. Prior to July 1, 2007, he was Chairman and CEO of Nuveen. In addition to his interests as a stockholder of Nuveen, Mr. Schwertfeger has interests in the Transaction. As a result of the Transaction, Mr. Schwertfeger’s outstanding options to acquire shares of Nuveen common stock under various Nuveen stock option plans will be cashed out and his outstanding shares of restricted stock (and deferred restricted stock) granted under Nuveen’s equity incentive plans will become fully vested and will be converted into the right to receive a cash payment. Based on the number of options and shares of restricted stock held by Mr. Schwertfeger as of July 19, 2007, without regard to any deductions for withholding taxes, his options and restricted stock are valued at $118,621,561.61 and $29,405,661.18, respectively.
Mr. Schwertfeger has an employment agreement with Nuveen which provides for certain payments to Mr. Schwertfeger if his employment is terminated under the circumstances described in such agreement. The appointment of another individual to serve as Chief Executive Officer of Nuveen effective July 1, 2007 gives Mr. Schwertfeger a basis to terminate his employment agreement and the right to receive the payments described therein. Windy City and Mr. Schwertfeger have informed Nuveen that they have reached an agreement in principle under which Mr. Schwertfeger would waive his rights to terminate his employment agreement and Windy City would permit Mr. Schwertfeger to purchase equity of Windy City after the Transaction.
If Mr. Schwertfeger’s employment were to be terminated immediately following the completion of the Transaction and assuming that the Transaction were to be completed on October 1, 2007, he would be entitled to severance payments totaling $54,908,238.
If Mr. Schwertfeger were to retire on October 1, 2007, under Nuveen’s Retirement Plan and Excess Benefit Retirement Plan, the present value of his early retirement benefits would be $4,691,653.
Shareholder Approval
To become effective with respect to a particular Fund, the New Investment Management Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with the Common and Preferred shareholders voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. Each New Investment Management Agreement was approved by the Board of the respective Fund after consideration of all factors which it determined to be relevant to its deliberations, including those discussed above. The Board of each Fund also determined to


24

submit the Fund’s New Investment Management Agreement for consideration by the shareholders of the Fund.
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR approval of the New Investment Management Agreement.
2.  Election of Board Members
 
Pursuant to the organizational documents of each Fund,Massachusetts Business Trust, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For each Fund,Massachusetts Business Trust, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified.
 
c.  For each Fund:Massachusetts Business Trust:
 
a. two (2)(i) three (3) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members StockdaleAmboian, Kundert and StoneToth have been designated as Class III Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 20102011 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, HunterStockdale and KundertStone are current and continuing Board Members. Board Members Hunter and Kundert have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2008 or until their successors have been duly elected and qualified. Board Members Bremner and Evans have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2009 or until their successors have been duly elected and qualified. Board Members Stockdale and Stone have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified.
 
b.(ii) two (2) Board Members are to be elected by holders of Preferred Shares, each series voting together as a single class. Board Members SchneiderHunter and SchwertfegerSchneider are nominees for election by holders of Preferred Shares for a term expiring at the next annual meeting or until their successors have been duly elected and qualified.


12

For each Fund, the affirmative vote of a plurality of the shares present and entitled to vote at the Meeting will be required to elect the Board Members of that Fund.
 
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 in the table 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.
 
All of theFor each Minnesota Corporation, except for California Investment Quality, California Market Opportunity, California Value, California Performance Plus, California Quality Income, California Select Quality, Insured California Premium Income and Insured California Premium Income 2, all Board Member nominees, with the exception of Mr. Amboian and Mr. Toth, were last elected to each Fund’s Board at the annual meeting of shareholders held on October 4, 2006,12, 2007.
For California Investment Quality, California Market Opportunity, California Performance Plus, California Quality Income, California Select Quality, Insured California Premium Income and Insured California Premium Income 2 all Board Member nominees, with the exception of Ms. Stone. InMr. Amboian and Mr. Toth, were last elected to each Fund’s Board at the annual meeting of shareholders held on December 2006, Ms.18, 2007.
For California Value, Board Members Stockdale and Stone were last elected as Class I Board Members at the annual meeting of shareholders held on December 18, 2007. Board Members Bremner, Evans and Schneider were last elected as Class III Board Members at the annual meeting of shareholders held on November 14, 2006. Board Members Hunter and Kundert were last elected as Class II Board Members at the annual meeting of shareholders held on November 15, 2005.
For each Massachusetts Business Trust, except Floating Rate, Floating Rate Income Opportunity, Tax-Advantage Floating Rate, California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Premium Income, Insured California Dividend Advantage, Insured California Tax-Free Advantage, Florida Quality Income, Maryland Dividend Advantage 3 and New Jersey Dividend Advantage, Board Members Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members and Board Member Schneider was last elected to each Fund’s Board at the annual meeting of shareholders held on October 12, 2007. For Floating Rate Income, Floating Rate Income Opportunity and Maryland Dividend Advantage 3, Board Members Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members and Board Member Schneider was last elected to each Fund’s Board at the annual meeting of shareholders held on October 12, 2007, which was adjourned to October 22, 2007. For Florida Quality Income and New Jersey Dividend Advantage, Board Members Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members and Board Member Schneider was last elected to each Fund’s Board at the annual meeting of shareholders held on October 12, 2007, which was adjourned to October 22, 2007 and November 8, 2007. For Tax-Advantaged Floating Rate, Board Members Stockdale and Stone were last elected to the Fund’s Board as Class I Board Members and Board Member Schneider were last elected to the Fund’s Board at the annual meeting of shareholders held on October 12, 2007, which was adjourned to October 22, 2007, November 12, 2007 and November 30, 2007. For each Massachusetts Business Trust, except California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Premium Income, Insured California Dividend Advantage and Insured California Tax-Free Advantage, Board Members Bremner, Evans, Hunter and Kundert were last elected to each Fund’s Board at the annual meeting of shareholders held on November 14, 2006.


13

For California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Premium Income, Insured California Dividend Advantage and Insured California Tax-Free Advantage, Board Members Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members and Board Member Schneider was last elected to each Fund’s Board at the annual meeting of shareholders held on December 18, 2007. Board Members Bremner, Evans, Hunter and Kundert were last elected to each Fund’s Board at the annual meeting of shareholders held on November 14, 2006.
For all Funds, Mr. Amboian and Mr. Toth were appointed in April 2008 to each Fund’s Board, effective January 1, 2007. Ms. Stone isJune 30, 2008. Mr. Amboian and Mr. Toth are presented in this Joint Proxy Statement as a nomineenominees for election by shareholders and was


25

were recommended for election to the nominating and governance committee of each Fund’s Board by a third party search firm who received Ms. Stone’s name from an Independent Board Member (as defined below)Nuveen Asset Management (the “Adviser” or “NAM”).
 
Other than Mr. Schwertfeger,Amboian, all Board Member nominees are not “interested persons,”persons” as defined in the 1940 Act, of the Funds or of the Adviser and have never been an employee or director of Nuveen Investments, Inc. (“Nuveen”), the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”
 
The Board unanimously recommends that shareholders vote FOR the election of the nominees named below.


14

Board Nominees/Board Members
 
             
 
       Number of
   
        Portfolios
   
        in Fund
  Other
        Complex
  Director-Other
  Position(s)
 Term of Office
   Overseen
  shipsDirector-ships Held
Name, Address
 Held withPosition(s)
 and Length
 Principal Occupation(s)
 by Board
  by Board
and Birth DateHeld with Fund Fundof Time Served(1) During Past 5 Years Member  Member
 
 
Nominees/Board Members who are not
interested persons of
the Fund
Funds            
Robert P. Bremner
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)		 Chairman of the Board, Member; Lead Independent DirectorBoard Member and Nominee Term: Annual or Class III Board Member until 2009

Length of Service: Since 1996; Chairman of the Board Since 2008; Lead Independent Director Since 2005(2005-2008)		 Private Investor and Management Consultant.  176186  N/A
Jack B. Evans
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/22/48)		 Board Member and Nominee Term: Annual or Class III Board Member until 2009

Length of Service: Since 1999		 President, The Hall-Perrine Foundation, a private philanthropic corporation
(since (since 1996); Director and Vice Chairman, United Fire Group, a publicly held company; Member of the Board of Regents for the State of Iowa University System; Director, Gazette Companies; Life Trustee of Coe College and Iowa College Foundation; Member of the Advisory Council of the Department of Finance in the Tippie College of Business, University of Iowa; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.		  176See Principal Occupation Description
William C. Hunter
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(3/6/48)		Board MemberTerm: Class II Board Member until 2008

Length of Service: Since 2004		Dean, Tippie College of Business, University of Iowa (since July 2006); Director, Credit Research Center at Georgetown University; Director (since 2004) of Xerox Corporation, a publicly held company; formerly,(2003-2006), Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut; formerly, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995 — 2003); formerly, Director, SS&C Technologies, Inc. (May 2005-October 2005).176186  See Principal Occupation Description


2615

 

            
 
        Number of
   
        Portfolios
   
        in Fund
  Other
        Complex
  Director-Other
  Position(s)
 Term of Office
   Overseen
  shipsDirector-ships Held
Name, Address
 Held withPosition(s)
 and Length
 Principal Occupation(s)
 by Board
  by Board
and Birth DateHeld with Fund Fundof Time Served(1) During Past 5 Years Member  Member
 
 
William C. Hunter
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(3/6/48)		Board Member and NomineeTerm: Annual or Class I Board Member until 2010
Length of Service: Since 2004		Dean, Tippie College of Business, University of Iowa (since July 2006); Director, Credit Research Center at Georgetown University; Director (since 2004) of Xerox Corporation, a publicly held company; formerly, (2003-2006), Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut; formerly, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995--2003); formerly, Director, SS&C Technologies, Inc. (May 2005-October 2005).  186  See Principal Occupation Description
David J. Kundert
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/28/42)		 Board Member and Nominee Term: Annual or Class II Board Member until 2008
2011
Length of Service: Since 2005		 Director, Northwestern Mutual Wealth Management Company; retired (2004) as Chairman, JPMorgan
Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; memberMember of Board of Directors,Investment Committee Greater Milwaukee Repertory Theater.Foundation.		  174See Principal Occupation Description
William J. Schneider
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)		Board MemberTerm: Annual

Length of Service: Since 1996		Chairman, Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; formerly, Vice President, Miller-Valentine Realty; 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; Vice President of the Dayton Philharmonic Orchestra Association; Board Member, Regional Leaders Forum which promotes cooperation on economic development issues; formerly, Director, Dayton Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio and Business Advisory Council, Cleveland Federal Reserve Bank.176See Principal Occupation Description
Judith M. Stockdale
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)		Board MemberTerm: Class I Board Member until 2010

Length of Service: Since 1997		Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994);
prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994).		176N/A
Carole E. Stone
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)		Board MemberTerm: Class I Board Member until 2010

Length of Service: Since 2007		Director, Chicago Board Options Exchange (since 2006); Chair, New York Racing Association Oversight Board (since 2005); Commissioner, NYSE Commission on Public Authority Reform (since 2005); formerly Director, New York State Division of the Budget(2000-2004), Chair, Public Authorities Control Board(2000-2004) and Director, Local Government Assistance Corporation(2000-2004).176186  See Principal Occupation Description

2716

 

            
 
        Number of
   
        Portfolios
   
        in Fund
  Other
        Complex
  Director-Other
  Position(s)
 Term of Office
   Overseen
  shipsDirector-ships Held
Name, Address
 Held withPosition(s)
 and Length
 Principal Occupation(s)
 by Board
  by Board
and Birth DateHeld with Fund Fundof Time Served(1) During Past 5 Years Member  Member
 
 
William J. Schneider
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)		Board Member and NomineeTerm: Annual or Class III Board Member until 2009 Length of Service: Since 1996Chairman, formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Partners Ltd., a real estate investment company; Director, Dayton Development Coalition; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank.186See Principal Occupation Description
Judith M. Stockdale
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)
Board Member and Nominee who is an interested personTerm: Annual or Class I Board Member until 2010
Length of Service: Since 1997		Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994).186N/A
Carole E. Stone
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)		Board Member and NomineeTerm: Annual or Class I Board Member until 2010
Length of Service: Since 2007		Director, Chicago Board Options Exchange (since 2006); Commissioner, NYSE Commission on Public Authority Reform (since 2005); formerly Director, New York State Division of the FundBudget (2000-2004), Chair, Public Authorities Control Board (2000-2004) and Director, Local Government Assistance Corporation (2000-2004); Chair, New York Racing Association Oversight Board (2005-2007).186See Principal Occupation Description

17

             
Number of
Portfolios
in Fund
Complex
Other
Term of Office
Overseen
Director-ships Held
Name, Address
Position(s)
and Length
Principal Occupation(s)
by Board
by Board
and Birth DateHeld with Fundof Time Served(1)During Past 5 YearsMemberMember
Terence J. Toth
Timothy R. Schwertfegerc/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/29/59)		Board Member and NomineeTerm: Annual or Class II Board Member until 2011
Length of Service: Since 2008		Private Investor (since 2007); CEO and President, Northern Trust Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member: Goodman Theatre Board (since 2004); Chicago Fellowship Board (since 2005), University of Illinois Leadership Council Board (since 2007) and Catalyst Schools of Chicago Board (since 2008); formerly Member: Northern Trust Mutual Funds Board (2005-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).186See Principal Occupation Description
Nominee/Board Member who is an interested person of
the Funds
John P. Amboian(2)
333 West Wacker Drive
Chicago, IL 60606
(3/28/49)(6/14/61)		 Chairman of the Board and Board Member and Nominee Term: Annual
or Class II Board Member until 2011
Length of Service: Since 19962008		 Director (since 1996) and Non-Executive ChairmanChief Executive Officer (since July 1, 2007), formerly, Chairman (1996 — June 30, 2007) of Nuveen Investments, Inc. and Nuveen Investments, LLC; Chairman and Director (since 1997) of Nuveen Asset Management; Chairman and Director (since 1999) of Nuveen Investments, Inc.; Chief Executive Officer (since 2007) of Nuveen Asset Management, Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers, Inc. (since 2002); Chief Executive Officer, NWQ Holdings, LLC; formerly, DirectorPresident(1996-2006) of Institutional Capital Corporation; formerly, Director(1992-2004) and Chairman(1996-2004)(1999-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3)  176186  See Principal Occupation Description
 
 
 
(1)Length of ServiceTime served 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 (until July 2, 2007) 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.

18

 
The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen Fundsfunds overseen by the Board Member as of December 31, 20062007 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 20062007 is set forth in Appendix A. On December 31, 2006,2007, Board Members and executive officers as a group beneficially owned approximately 1,400,000[1,700,000] shares of all funds managed by NAM (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). Each[As of September 22, 2008, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund.[As] [As of the Record Date for each Fund,September 22, 2008, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.] As[As of the Record Date for each Fund,September 22, 2008, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as statedFund.]
As a result of the transaction on November 13, 2007 in Appendix F.which Windy City Investments, Inc. (“Windy City”) acquired Nuveen, Mr. Amboian’s outstanding options to acquire shares of Nuveen common stock under various Nuveen stock option plans were cashed out and his outstanding shares of restricted stock (and deferred restricted stock) granted under Nuveen’s equity incentive plans became fully vested and were converted into the right to receive a cash payment. In connection with the transaction, Mr. Amboian paid $30 million to acquire interests in Windy City Investments Holdings, L.L.C., the parent company of Windy City.
 
Compensation
 
Prior to January 1, 2007,2008, for all Nuveen funds, Independent Board Members received a $90,000 annual retainer plus (a) a fee of $2,500 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person where such in-person attendance is required and $1,000 per meeting 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 $1,500 per meeting for attendance in person or by telephone at an audit committee meeting; (d) a fee of $1,500 per meeting for attendance in

28

person at a compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Lead Independent Director received $20,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee received $7,500 and the chairperson of the nominating and governance committee received $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also received a fee of $2,000 per day for site visits on days on which no regularly scheduled board meeting is held to entities that provide services to the Nuveen funds. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees were $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses were allocated among the funds managed by the Adviser, on the basis of relative net asset sizes. The Board Member affiliated with Nuveen and the Adviser served without any compensation from the Funds.
Effective January 1, 2007, for all Nuveen funds, Independent Board Members receive a $95,000 annual retainer plus (a) a fee of $3,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person or by telephone where in-person attendance is required and $1,500 per meeting 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 $1,500 per meeting for attendance in person or by telephone at an audit committee meeting; (d) a fee of $1,500 per meeting for attendance in person or by telephone at a regularly scheduled compliance, risk management and regulatory oversight committee meeting; (e) a fee of $1,500 per meeting for attendance in person at a non-regularly scheduled compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required, except that the chairperson of the compliance, risk management and regulatory oversight committee may at any time designate a non-regularly scheduled meeting of the committee as an in-person meeting for the purposes of fees to be paid; (f) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (g) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Lead Independent Director receivesreceived $25,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight


29

committee receivereceived $7,500 and the chairperson of the nominating and governance committee receives


19

received $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also receivereceived a fee of $2,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses were 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.
 
Effective January 1, 2008, for all funds in the Nuveen complex, Independent Board Members receive a $100,000 annual retainer plus (a) a fee of $3,250 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,500 per meeting for attendance in person where such in-person attendance is required and $1,500 per meeting 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 $2,000 per meeting for attendance in person or $1,500 per meeting for by telephone at an audit committee meeting; (d) a fee of $2,000 per meeting for attendance at a regularly scheduled compliance, risk management and regulatory oversight committee meeting for regular quarterly meetings and $1,000 per meeting for attendance of other, non-quarterly meetings; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings, $1,000 for attendance at shareholder meetings, on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Independent Chairman receives $50,000 and the Lead Independent Director, if any, receives $35,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee receive $7,500 and the chairperson of the nominating and governance committee receives $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also receive a fee of $2,500 per day for site visits to entities that provide services to the Nuveen funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. 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


20

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.


3021

 

For each Fund, the
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 last calendar year ended 2006. 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.year.
 
                             
Aggregate Compensation from the Funds(1)(3) 
  Robert P.
  Jack B.
  William C.
  David J.
  William J.
  Judith M.
  Carole E.
 
Fund Bremner  Evans  Hunter  Kundert  Schneider  Stockdale  Stone(2) 
  
 
Arizona Dividend Advantage $107  $103  $73  $80  $102  $77  $36 
Arizona Dividend Advantage 2  169   162   115   127   160   121   56 
Arizona Dividend Advantage 3  203   195   138   152   192   146   68 
Connecticut Dividend Advantage  148   143   115   124   140   120   27 
Connecticut Dividend Advantage 2  134   129   104   112   127   109   24 
Connecticut Dividend Advantage 3  242   234   189   202   230   197   44 
Connecticut Premium Income  298   288   232   249   282   242   53 
Florida Investment Quality  1,052   1,025   811   862   1,048   832   176 
Florida Quality Income  922   898   711   756   919   729   155 
Insured Florida Premium Income  916   892   706   751   913   725   153 
Insured Florida Tax-Free Advantage  232   225   170   182   221   177   39 
Georgia Dividend Advantage  113   109   88   94   107   92   20 
Georgia Dividend Advantage 2  253   245   198   212   240   206   46 
Georgia Premium Income  214   207   167   179   203   174   39 
Maryland Dividend Advantage  239   231   187   200   227   195   43 
Maryland Dividend Advantage 2  242   233   188   202   229   196   44 
Maryland Dividend Advantage 3  299   289   233   250   284   243   54 
Maryland Premium Income  602   582   469   503   571   489   109 
Massachusetts Dividend Advantage  113   110   88   95   107   92   20 
Massachusetts Premium Income  265   257   207   222   252   216   48 
Insured Massachusetts Tax-Free Advantage  154   149   120   129   146   125   28 
Michigan Dividend Advantage  144   138   98   108   136   103   48 
Missouri Premium Income  126   122   98   105   119   102   23 
New Jersey Dividend Advantage  400   388   293   314   381   305   68 
New Jersey Dividend Advantage 2  282   273   206   221   268   215   48 
North Carolina Dividend Advantage  130   126   101   109   123   106   23 
North Carolina Dividend Advantage 2  215   207   167   179   203   175   39 
North Carolina Dividend Advantage 3  217   210   169   181   206   176   39 
North Carolina Premium Income  386   374   277   297   368   289   64 
Ohio Dividend Advantage  291   279   198   218   276   209   97 
Ohio Dividend Advantage 2  216   207   147   162   205   155   72 
                                 
Aggregate Compensation from the Funds(2)
 
  Robert P.
 Jack B.
 William C.
 David J.
 William J.
 Judith M.
 Carol E.
 Terence
Fund Bremner Evans Hunter Kundert Schneider Stockdale Stone J. Toth(1)
 
 
Floating Rate Income $3,593  $3,267  $2,720  $2,792  $2,995  $3,043  $2,967  $— 
Floating Rate Income Opportunity  2,167   1,968   1,640   1,683   1,805   1,834   1,789   — 
Senior Income  1,318   1,219   1,013   1,040   1,116   1,111   1,107   — 
Tax-Advantaged Floating Rate  769   711   542   572   624   622   614   — 
Arizona Dividend Advantage  103   96   82   93   95   87   82   — 
Arizona Dividend Advantage 2  163   152   130   147   150   138   130   — 
Arizona Dividend Advantage 3  196   182   156   177   180   166   156   — 
Arizona Premium Income  277   258   220   250   255   235   220   — 
California Dividend Advantage  1,560   1,442   1,147   1,218   1,299   1,294   1,263   — 
California Dividend Advantage 2  979   905   720   765   816   812   793   — 
California Dividend Advantage 3  1,574   1,455   1,157   1,229   1,310   1,305   1,274   — 
California Investment Quality  932   862   685   728   776   773   755   — 
California Market Opportunity  573   533   455   516   527   486   455   — 
 
 
                                 
Aggregate Compensation from the Funds(2)
 
  Robert P.
 Jack B.
 William C.
 David J.
 William J.
 Judith M.
 Carol E.
 Terence
Fund Bremner Evans Hunter Kundert Schneider Stockdale Stone J. Toth(1)
 
 
California Value $718  $648  $522  $557  $595  $578  $576  $— 
California Performance Plus  883   816   649   689   735   732   715   — 
California Premium Income  377   351   300   340   347   320   300   — 
California Quality Income  1,539   1,422   1,131   1,202   1,282   1,276   1,245   — 
California Select Quality  1,588   1,467   1,167   1,240   1,322   1,317   1,285   — 
Insured California Dividend Advantage  1,033   955   760   807   860   857   836   — 
Insured California Premium Income  435   405   346   392   400   369   346   — 
Insured California Premium Income 2  834   771   613   651   695   691   675   — 
Insured California Tax-Free Advantage  397   370   316   358   365   337   316   — 
Connecticut Dividend Advantage  176   167   139   159   163   150   139   — 
Connecticut Dividend Advantage 2  159   150   125   143   147   135   125   — 
Connecticut Dividend Advantage 3  288   272   227   259   266   245   227   — 
Connecticut Premium Income  353   334   278   318   326   300   278   — 
 
 


3122

 

                             
Aggregate Compensation from the Funds(1)(3) 
  Robert P.
  Jack B.
  William C.
  David J.
  William J.
  Judith M.
  Carole E.
 
Fund Bremner  Evans  Hunter  Kundert  Schneider  Stockdale  Stone(2) 
  
 
Ohio Dividend Advantage 3  150   144   103   113   143   108   50 
Pennsylvania Dividend Advantage  207   201   151   162   197   158   35 
Pennsylvania Dividend Advantage 2  233   226   170   183   222   178   39 
Pennsylvania Investment Quality  1,042   1,014   803   853   1,037   824   175 
Pennsylvania Premium Income 2  961   936   740   787   957   760   161 
Texas Quality Income  650   624   443   488   617   468   216 
Virginia Dividend Advantage  182   176   142   152   172   148   33 
Virginia Dividend Advantage 2  358   347   257   275   341   268   59 
Virginia Premium Income  506   489   395   423   480   412   91 
Total Compensation from Nuveen Funds Paid to Board Members
  177,099   180,111   146,018   144,759   171,879   148,510   — 
                                 
Aggregate Compensation from the Funds(2)
 
  Robert P.
 Jack B.
 William C.
 David J.
 William J.
 Judith M.
 Carol E.
 Terence
Fund Bremner Evans Hunter Kundert Schneider Stockdale Stone J. Toth(1)
 
 
Florida Investment Quality $1,130  $1,059  $838  $904  $971  $937  $900  $— 
Florida Quality Income  995   933   738   796   856   826   793   — 
Insured Florida Premium Income  989   927   733   791   850   820   787   — 
Insured Florida Tax-Free Advantage  260   245   204   234   240   220   204   — 
Georgia Dividend Advantage  135   127   106   121   124   114   106   — 
Georgia Dividend Advantage 2  300   283   236   270   277   255   236   — 
Georgia Premium Income  254   240   200   228   235   216   200   — 
Maryland Dividend Advantage  283   267   222   254   261   240   222   — 
Maryland Dividend Advantage 2  285   270   224   257   264   242   224   — 
Maryland Dividend Advantage 3  354   334   278   319   327   301   278   — 
Maryland Premium Income  713   674   561   642   659   606   561   — 
Massachusetts Dividend Advantage  134   127   106   121   124   114   106   — 
Massachusetts Premium Income  315   298   248   284   292   268   248   — 
 
 
                                 
Aggregate Compensation from the Funds(2)
 
  Robert P.
 Jack B.
 William C.
 David J.
 William J.
 Judith M.
 Carol E.
 Terence
Fund Bremner Evans Hunter Kundert Schneider Stockdale Stone J. Toth(1)
 
 
Insured Massachusetts Tax-Free Advantage $184  $173  $144  $165  $170  $156  $144  $— 
Michigan Dividend Advantage  139   129   110   125   128   118   110   — 
Michigan Premium Income  510   475   406   460   469   433   406   — 
Michigan Quality Income  797   736   589   620   666   661   643   — 
Missouri Premium Income  147   139   116   133   136   125   116   — 
New Jersey Dividend Advantage  443   418   348   398   409   376   348   — 
New Jersey Dividend Advantage 2  311   294   245   280   288   264   245   — 
New Jersey Investment Quality  1,396   1,308   1,035   1,117   1,201   1,158   1,111   — 
New Jersey Premium Income  821   770   609   658   707   682   654   — 
North Carolina Dividend Advantage  154   146   121   139   142   131   121   — 
North Carolina Dividend Advantage 2  255   241   200   229   236   216   200   — 
North Carolina Dividend Advantage 3  258   244   203   232   239   219   203   — 
North Carolina Premium Income  421   397   331   378   389   357   331   — 
 
 


23

                                 
Aggregate Compensation from the Funds(2)
 
  Robert P.
 Jack B.
 William C.
 David J.
 William J.
 Judith M.
 Carol E.
 Terence
Fund Bremner Evans Hunter Kundert Schneider Stockdale Stone J. Toth(1)
 
 
Ohio Dividend Advantage $284  $264  $226  $256  $261  $241  $226  $— 
Ohio Dividend Advantage 2  209   195   166   189   193   178   166   — 
Ohio Dividend Advantage 3  147   137   117   133   135   125   117   — 
Ohio Quality Income  695   647   553   627   640   590   553   — 
Pennsylvania Dividend Advantage  229   216   180   206   211   194   180   — 
Pennsylvania Dividend Advantage 2  258   244   203   232   238   219   203   — 
Pennsylvania Investment Quality  1,122   1,052   832   898   965   931   893   — 
Pennsylvania Premium Income 2  1,032   967   765   825   887   856   822   — 
Texas Quality Income  631   587   501   569   580   535   501   — 
Virginia Dividend Advantage  213   202   168   192   197   181   168   — 
Virginia Dividend Advantage 2  387   366   305   349   358   329   305   — 
Virginia Premium Income  597   564   470   537   552   507   470   — 
Total Compensation from Nuveen Funds Paid to Board Members/Nominees  204,141   193,523   141,423   155,655   169,137   162,064   120,250   0 
 
 
 
(1) For all Funds, except, aggregate compensation numbers are based on the compensation schedule in effect prior to January 1, 2007. For, aggregate compensation numbers are based on a combination of the compensation schedules in effect prior to and after January 1, 2007.
(2) In December 2006, Ms. StoneApril 2008, Mr. Toth was appointed to each Fund’s Board effective January 1, 2007.June 30, 2008.
 
(3)(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.Participating Funds. Total deferred fees for the Funds (including the return from the assumed investment in the eligible Nuveen funds)Participating Funds) payable are:
 
                             
Deferred Fees 
  Robert P.
  Jack B.
  William C.
  David J.
  William J.
  Judith M.
  Carole E.
 
Fund Bremner  Evans  Hunter  Kundert  Schneider  Stockdale  Stone 
  
 
Florida Investment Quality $165  $266  $811  $862  $1,048  $516  $— 
Florida Quality Income  145   234   711   756   919   452   — 
Insured Florida Premium Income  144   232   706   751   913   449   — 
Pennsylvania Investment Quality  164   264   803   853   1,037   510   — 
Pennsylvania Premium Income 2  151   243   740   787   957   471   — 
                                 
  Robert P.
  Jack B.
  William C.
  David J.
  William J.
  Judith M.
  Carol E.
  Terence
 
Fund Bremner  Evans  Hunter  Kundert  Schneider  Stockdale  Stone  J. Toth(1) 
  
 
Floating Rate Income $493  $758  $2,720  $2,792  $2,995  $1,083  $—  $— 
Floating Rate Income Opportunity  298   456   1,640   1,683   1,805   652   —   — 
Senior Income  181   283   1,013   1,040   1,116   398   —   — 
Tax-Advantaged Floating Rate  104   161   542   572   624   235   —   — 
California Dividend Advantage  210   333   1,147   1,218   1,299   447   —   — 
California Dividend Advantage 2  132   209   720   765   816   280   —   — 
California Dividend Advantage 3  212   336   1,157   1,229   1,310   451   —   — 
California Investment Quality  126   199   685   728   776   267   —   — 
California Value  97   149   522   557   595   201   —   — 
California Performance Plus  119   188   649   689   735   253   —   — 
California Quality Income  207   328   1,131   1,202   1,282   440   —   — 
 
 

32
24

 

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 were eligible to participate in the charitable contributions program of Nuveen until December 31, 2006. Under the matching contributions program, Nuveen would 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.
                                 
  Robert P.
  Jack B.
  William C.
  David J.
  William J.
  Judith M.
  Carol E.
  Terence
 
Fund Bremner  Evans  Hunter  Kundert  Schneider  Stockdale  Stone  J. Toth(1) 
  
 
California Select Quality $214  $339  $1,167  $1,240  $1,322  $455  $—  $— 
Insured California Dividend Advantage  139   220   760   807   860   296   —   — 
Insured California Premium Income 2  112   178   613   651   695   239   —   — 
Florida Investment Quality  157   248   838   904   971   360   —   — 
Florida Quality Income  139   219   738   796   856   317   —   — 
Insured Florida Premium Income  138   217   733   791   850   314   —   — 
Michigan Quality Income  110   171   589   620   666   229   —   — 
New Jersey Investment Quality  194   307   1,035   1,117   1,201   444   —   — 
New Jersey Premium Income  114   181   609   658   707   261   —   — 
Pennsylvania Investment Quality  156   247   832   898   965   357   —   — 
Pennsylvania Premium Income 2  144   227   765   825   887   328   —   — 
 
 
 


25

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, the audit committee and the nominating and governance committee.
 
John P. Amboian, Robert P. Bremner, Chair, and Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve as current 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 number of executive committee meetings of each Fund held during its last fiscal year is shown in Appendix G.B.
 
Jack B. Evans, Chair, Judith M. Stockdale and Timothy R. Schwertfeger, Chair,Terence J. Toth 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 number of dividend committee meetings of each Fund held during its last fiscal year is shown in Appendix G.B.
 
William C. Hunter, William J. Schneider, Chair, Judith M. Stockdale and Carole E. Stone 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. The number of compliance, risk management and regulatory oversight committee meetings of each Fund held during its last fiscal year is shown in Appendix G.B.
 
Each Fund’s Board has an audit committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), that is composed of Independent Board Members who are also “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, Jack B. Evans, David J. Kundert, Chair, and William J. Schneider 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, procedures and practices and the audit of the financial statements of the Funds, (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. The audit committee reviews the work and any recommendations of the Funds’ independent registered public accounting firm. Based on such review, it is authorized to make recommendations to the Board.


33

The audit committee is also responsible for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The Boards have adopted a written 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 H.C. The number of audit committee meetings of each Fund held during its last fiscal year is shown in Appendix G.B.
 
Each Fund has a nominating and governance committee that is 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, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale, and Carole E. Stone and Terence J. Toth 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

26

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 of each Fund, a copy of which is available on the Funds’ website at www.nuveen.com/etf/products/fundGovernance.aspx. The number of nominating and governance committee meetings of each Fund held during its last fiscal year is shown in Appendix G.B.
 
The nominating and governance committee looks to many sources for recommendations of qualified candidates, 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


34

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 candidates when the candidate 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 Independent Board Members of each Fund have appointed Robert P. Bremner as their Lead Independent Director. The role of the Lead Independent Director is one of coordination and assuring the appropriate, effective and efficient functioning of the Board and the Board processes. Specific responsibilities may include organizing and leading Independent Board Member sessions, facilitating and ensuring an appropriate level of communication among the Independent Board Members, leading the assessment of the Board’s effectiveness, and working with the Adviser’s staff and outside counsel on board meeting agendas, board material and workshops for Independent Board Members to ensure that the priorities of the Independent Board Members are addressed.
The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix G.B. 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.


3527

 

The Officers
 
The following table sets forth information as of June 30, 2007 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).Funds. 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 BirthdateFundServed(1) FundServed(1)During Past 5 Years Officer 
  
 
Gifford R. Zimmerman
333 West Wacker Drive
Chicago, IL 60606
(9/9/56)		 Chief Administrative Officer Term: Annual Length of Service: Since 1988 Managing Director (since 2002), Assistant Secretary and Associate 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.; Vice President and 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. and Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary, Tradewinds Global Investors, LLC and Santa Barbara Asset Management LLC and Tradewinds Global Investors, LLC (since 2006), Nuveen HydePark Group, LLC and Richards & Tierney, Inc. (since 2007); previously, Managing Director (from2002-2004), General Counsel and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst.  176186
Williams Adams IV 333 West Wacker Drive Chicago, IL 60606
(6/9/55)		Vice PresidentTerm: Annual Length of Service: Since 2007Executive Vice President, U.S. Structured Products of Nuveen Investments, LLC (since 1999), prior thereto, Managing Director of Structured Investments.120 


3628

 

           
  
        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 BirthdateFundServed(1) FundServed(1)During Past 5 Years Officer 
  
 
Williams Adams IV
Cedric H. Antosiewicz 333 West Wacker Drive
Chicago, IL 60606
(6/9/55)		Vice President
(since 2007)		Executive Vice President, U.S. Structured Products of Nuveen Investments, LLC, (since 1999), prior thereto, Managing Director of Structured Investments.119
Julia L. Antonatos
333 West Wacker Drive
Chicago, IL 60606
(9/22/63)(1/11/62)		 Vice President Term: Annual Length of Service: Since 2004Managing Director (since 2005), formerly, Vice President, formerly, Assistant Vice President of Nuveen Investments, LLC; Chartered Financial Analyst.176
Cedric H. Antosiewicz
333 West Wacker Drive
Chicago, IL 60606
(1/11/62)		Vice President
(since 2007)		2007 Managing Director (since 2004), previously, Vice President (1993-2004) of Nuveen Investments LLC.  119120 
Michael T. Atkinson 333 West Wacker Drive Chicago, IL 60606
(2/3/66)		 Vice President and Assistant Secretary Term: Annual Length of Service: Since 2002 Vice President (since 2002), formerly Assistant Vice President, formerly, Associate of Nuveen Investments, LLC.  176

37

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 BirthdateFundServed(1)During Past 5 YearsOfficer
Peter H. D’Arrigo 333 West Wacker Drive Chicago, IL 60606 (11/28/67)Vice President and TreasurerTerm: Annual Length of Service: Since 1999Vice President and Treasurer (since 1999) of Nuveen Investments, LLC and 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 (since 2003) of Nuveen Rittenhouse Asset Management, Inc.; and Symphony Asset Management LLC; Treasurer (since 2006), Santa Barbara Asset Management LLC and Tradewinds Global Investors, LLC; formerly, Vice President and Treasurer (from 1999 to 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst.176186 
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 (10/24/45) Vice President Term: Annual Length of Service: Since 1998 Managing Director (since 2004), formerly, Vice President of Nuveen Investments, LLC; Managing Director of Nuveen Asset Management; formerly, Managing Director (2004), formerly, Vice President (1998-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2)  176

38

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 BirthdateFundServed(1)During Past 5 YearsOfficer
William M. Fitzgerald 333 West Wacker Drive Chicago, IL 60606 (3/2/64)Vice PresidentTerm: Annual Length of Service: Since 1995Managing Director of Nuveen Asset Management (since 2001); Vice President of Nuveen Investments Advisers Inc. (since 2002); formerly, Managing Director (from 2001 to 2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2); Chartered Financial Analyst.176186 
Stephen D. Foy
333 West Wacker Drive
Chicago, IL 60606
(5/31/54)		 Vice President and Controller Term: Annual Length of Service: Since 1993 Vice President (since 1993) and Funds Controller (since 1998) of Nuveen Investments, LLC; Vice President (since 1998), formerly, Funds Controller of Nuveen Investments, Inc.; Certified Public Accountant.  176186 
Walter M. Kelly
333 West Wacker Drive
Chicago, IL 60606
(2/24/70)		 Chief Compliance Officer and Vice President Term: Annual Length of Service: Since 2003 Senior Vice President (since 2008) formerly, Vice President (2006-2008), formerly, Assistant Vice President and Assistant General Counsel of Nuveen Investments, LLC; Vice President (since 2006) and Assistant Secretary (since 2003) of Nuveen Investments, LLC;Asset Management; formerly, Assistant Vice President and Assistant Secretary of the Nuveen Funds(2003-2006); previously, Associate(2001-2003) at the law firm of Vedder, Price, Kaufman & Kammholz, P.C. .  176186 
David J. Lamb
333 West Wacker Drive
Chicago, IL 60606
(3/22/63)		 Vice President Term: Annual Length of Service: Since 2000 Vice President of Nuveen Investments, LLC (since 2000); Certified Public Accountant.  176186 
Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606
(8/27/61)		 Vice President Term: Annual Length of Service: Since 2002 Vice President of Nuveen Investments, LLC (since 1999).  176186 

3929

 

           
  
        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 BirthdateFundServed(1) FundServed(1)During Past 5 Years Officer 
  
 
Larry W. Martin
333 West Wacker Drive
Chicago, IL 60606
(7/27/51)		 Vice President and Assistant Secretary Term: Annual Length of Service: Since 1988 Vice President, Assistant Secretary and Assistant General 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), Symphony Asset Management LLC (since 2003), Tradewinds Global Investors, LLC and Santa Barbara Asset Management LLC and Tradewinds Global Investors, LLC (since 2006), Nuveen Hyde Park Group, LLC and Richards & Tierney, Inc. (since 2007); formerly, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(2)  176
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 (3/26/66)Vice President and SecretaryTerm: Annual Length of Service: Since 2007Vice President, Nuveen Investments, LLC (since 2007); Vice President and Assistant Secretary, Nuveen Asset Management (since 2007); Vice President and Assistant General Counsel, Nuveen Investments (since 2007); prior thereto, Partner, Bell, Boyd & Lloyd LLP since 1997176186 

4030

 

           
  
        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 BirthdateFundServed(1) FundServed(1)During Past 5 Years Officer 
  
 
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606
(3/26/66)		Vice President and SecretaryTerm: Annual Length of Service: Since 2007Managing Director (since 2008), Vice President (since 2007), Nuveen Investments, LLC; Managing Director (since 2008), Vice President and Assistant Secretary (since 2007), Nuveen Asset Management, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc., Nuveen Investment Institutional Services Group LLC, NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, Nuveen HydePark Group, LLC and Richards & Tierney, Inc.; Vice President and Assistant General Counsel, Nuveen Investments, Inc. (since 2007); prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).186
John V. Miller
333 West Wacker Drive
Chicago, IL 60606
(4/10/67)		 Vice President Term: Annual Length of Service: Since 2007 Managing Director (since 2007), formerly, Vice President(2002-2007), prior thereto, Credit Analyst of Nuveen Asset Management and Nuveen Investments, LLC; Chartered Financial AnalystAnalyst.  176186
Christopher M. Rohrbacher
333 West Wacker Drive
Chicago, IL 60606
(8/1/71)		Vice President and Assistant SecretaryTerm: Annual Length of Service: Since 2008Vice President, Nuveen Investments, LLC (since 2008); Vice President and Assistant Secretary, Nuveen Asset Management (since 2008); prior thereto, Associate, Skadden, Arps, Slate, Meagher & Flom LLP (2002-2008).186
James F. Ruane
333 West Wacker Drive
Chicago, IL 60606
(7/3/62)		Vice President and Assistant SecretaryTerm: Annual Length of Service: Since 2007Vice President, Nuveen Investments (since 2007); prior thereto, Partner, Deloitte & Touche USA LLP (since 2005), formerly, senior tax manager (since 2002).186

31

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 BirthdateFundServed(1)During Past 5 YearsOfficer
Mark L. Winget
333 West Wacker Drive
Chicago, IL 60606
(12/21/68)		Vice President and Assistant SecretaryTerm: Annual Length of Service: Since 2008Vice President, Nuveen Investments, LLC (since 2008); Vice President and Assistant Secretary, Nuveen Asset Management (since 2008); Vice President and Assistant General Counsel, Nuveen Investments, Inc. (since 2008); prior thereto, Counsel, Vedder Price P.C. (1997-2007).186 
 
 
(1)Length of ServiceTime Served 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 reorganized into Nuveen Asset Management, effective January 1, 2005.
 
2.  Approval of the Elimination of Fundamental Investment Policies and Approval of New Fundamental Policies for each Municipal Fund
The Municipal Funds have adopted certain fundamental investment policies relating to (i) investments in municipal securities and below investment grade securities, (ii) investments in other investment companies and (iii) investments in derivatives, short sales and commodities as described below (together, the “Current Fundamental Policies,” and each, a “Current Fundamental Policy”), that can only be changed by shareholder vote. The Current Fundamental Policies adopted by the Municipal Funds reflected industry and other market conditions present at the time of the inception of each Fund.
Nuveen’s municipal closed-end funds are seeking to adopt a uniform, “up to date” set of investment policies (the “New Investment Policies”). In general, the funds currently have a somewhat diverse set of policies, reflecting when the funds were launched over the past 20 years as well as developments over time in the municipal market, including new types of securities as well as investment strategies. The potential benefits to you as a fund shareholder of the New Investment Policies are:
• enhanced ability of the Municipal Funds to generate attractive levels of tax-exempt income, while retaining the Municipal Funds’ orientation on investment grade quality municipal securities;
• increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the preservation and possible growth of capital, which, if successful, will help to sustain and build common shareholder net asset value and asset coverage levels for preferred shares; and
• improved secondary market competitiveness which may benefit common shareholders through higher relative market priceand/or stronger premium/discount performance.

32

In order to implement the New Investment Policies, each Municipal Fund must make certain changes to its existing policies, including certain fundamental policies that require your vote of approval. In some cases, this may require your separate votes to approve the elimination of a Current Fundamental Policy as well as the implementation of a new, replacement fundamental policy (together, the “New Fundamental Policies” and each, a “New Fundamental Policy”). Because each Municipal Fund tends to be situated somewhat differently, the specific changes required to implement the New Investment Policies often vary from fund to fund.
The primary purposes of these changes are to provide the Municipal Funds with increased investment flexibility and to create consistent investment policies for all Nuveen municipal bond funds to promote operational efficiencies. Implementation of the New Fundamental Policy is contingent on shareholder approval of the elimination of the corresponding Current Fundamental Policy.
The Board has unanimously approved, and unanimously recommends the approval by shareholders of each Municipal Fund, the elimination of the Current Fundamental Policies of the Municipal Funds. In connection with eliminating the Current Fundamental Policies, the Board unanimously approved, and unanimously recommends the approval by shareholders of each Municipal Fund of the New Fundamental Policies, described below. In addition, the Board has approved certain new non-fundamental policies, described below (the “New Non-Fundamental Policies”).
a.  Elimination of Fundamental Policies Relating to Investments in Municipal Securities and Below Investment Grade Securities
The Current Fundamental Policies with respect to each Municipal Fund’s investments in municipal securities and the ability to invest in below investment grade securities that are proposed to be eliminated are as follows:
Arizona Dividend Advantage, Arizona Dividend Advantage 2, Connecticut Dividend Advantage, Georgia Dividend Advantage, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Massachusetts Dividend Advantage, Michigan Dividend Advantage, New Jersey Dividend Advantage, North Carolina Dividend Advantage, North Carolina Dividend Advantage 2, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Pennsylvania Dividend Advantage, Virginia Dividend Advantage and Virginia Dividend Advantage 2
(1) Under normal [circumstances/market conditions], the Fund will invest its net assets in a portfolio of municipal bonds that are exempt from regular federal and [State] income taxes. Under normal market conditions, the Fund expects to be fully invested (at least 95% of its assets) in such tax-exempt municipal bonds.
Arizona Dividend Advantage 3, Connecticut Dividend Advantage 2, Connecticut Dividend Advantage 3, Georgia Dividend Advantage 2, Maryland Dividend Advantage 3, New Jersey Dividend Advantage 2, North Carolina Dividend Advantage 3, Ohio Dividend Advantage 3 and Pennsylvania Dividend Advantage 2
(1) The Fund [as a fundamental policy] may not, under normal circumstances, invest less than 80% of the Fund’s net assets (plus any borrowings for investment


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purposes) in investments the income from which is exempt from both regular federal and [State] income tax.
Arizona Premium Income, California Premium Income, Connecticut Premium Income, Georgia Premium Income, Maryland Premium Income, Massachusetts Premium Income, Michigan Premium Income, Missouri Premium Income, New Jersey Premium Income, North Carolina Premium Income, Ohio Quality Income, Pennsylvania Premium Income, Texas Quality Income and Virginia Premium Income
(1) [Except to the extent the Fund invests in temporary investments as described below and more fully in the Statement of Additional Information], the Fund [will, as a fundamental policy,] invest substantially all (in excess of 80%) of its assets in tax-exempt [State] Municipal Obligations rated at the time of purchase within the four highest grades ( Baa or BBB or better) by Moody’s Investors Services, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”), or in unrated [State] Municipal Obligations which, in the opinion of the Adviser, have credit characteristics equivalent to, and will be of comparable quality to, [State] Municipal Obligations rated within the four highest grades by Moody’s or S&P, provided that the Fund may not invest more than 20% of its assets in such unrated [State] Municipal Obligations.
(2) The Fund will not invest in any rated [State] Municipal Obligations that are rated lower than Baa by Moody’s or BBB by S&P at the time of purchase.
California Dividend Advantage
(1) The Fund will invest its net assets in a diversified portfolio of municipal bonds that are exempt from regular Federal and California income tax. Under normal market conditions, the Fund expects to be fully invested (at least 95% of its assets) in such tax-exempt municipal bonds.
(2) The Fund will invest at least 80% of its net assets in investment grade quality municipal bonds.
(3) The Fund may invest up to 20% of its net assets in municipal bonds that are rated, at the time of investment, Ba/BB or B by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by Nuveen Advisory.
California Dividend Advantage 2 and California Dividend Advantage 3
(1) The Fund will invest its net assets in a diversified portfolio of municipal bonds that are exempt from regular Federal and California income tax. Under normal market conditions, the Fund expects to be fully invested (at least 95% of its assets) in such tax-exempt municipal bonds.
California Investment Quality, California Market Opportunity, California Performance Plus, Florida Investment Quality, Florida Quality Income, Michigan Quality Income, New Jersey Investment Quality and Pennsylvania Investment Quality
(1) Except to the extent that the Fund buys temporary investments as described in [the Fund’s Statement of Additional Information], the Fund will, as


34

a fundamental policy, invest substantially all of its assets (more than 80%) in tax-exempt [State] municipal bonds that are rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s or Standard and Poor’s, except that the Fund may invest up to 20% of its assets in unrated [State] municipal bonds which, in Nuveen Advisory’s opinion, have credit characteristics equivalent to, and are of comparable quality to, municipal bonds so rated.
California Value
(1) Except during temporary defensive periods, the Fund will, as a fundamental policy, invest 100% of its net assets in tax-exempt California Municipal Obligations, of which 80% will be Municipal Obligations rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s or S&P.
(2) The Fund may invest up to 20% of its net assets in unrated California Municipal Obligations or in California Municipal Obligations rated lower than the four highest grades, but no more than half of this amount (10% of the Fund’s net assets) will be invested in such lower rated California Municipal Obligations.
(3) The Fund will only invest in unrated California Municipal Obligations which, in the opinion of the Adviser, have credit characteristics equivalent to Obligations rated Baa or BBB or better. The Fund will not invest in any rated California Municipal Obligations that are rated lower than Ba by Moody’s or BB by S&P at the time of purchase.
California Quality Income and California Select Quality
(1) Except to the extent that the Fund buys temporary investments as described in [the Fund’s Statement of Additional Information], the Fund will, as a fundamental policy, invest substantially all of its assets (more than 80%) in tax-exempt California municipal bonds that are rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s or Standard and Poor’s, except that the Fund may invest up to 20% of its assets in unrated California municipal bonds which, in Nuveen Advisory’s opinion, have credit characteristics equivalent to, and are of comparable quality to, California municipal bonds so rated.
b.  Approval of New Fundamental Policy Relating to Investments in Municipal Securities
The following New Fundamental Policies will replace each Municipal Fund’s Current Fundamental Policies (1) referenced in 2a. above. Implementation of the following New Fundamental Policy by each Municipal Fund is contingent on shareholder approval of the elimination of each Municipal Fund’s Current Fundamental Policies. The proposed New Fundamental Policy with respect to each Fund’s investments in municipal securities is as follows:
All Municipal Funds
(1) Under normal circumstances, the Fund will invest at least 80% of its net assets, including assets attributable to any principal amount of any borrowings (including the issuance of commercial paper or notes) or any preferred shares outstanding (“Managed Assets”) in municipal securities and other related


35

investments, the income from which is exempt from regular federal [and state] income taxes.
In addition, the Board has adopted New Non-Fundamental Policies with respect to investing in investment grade securities for each Municipal Fund. The New Non-Fundamental Policies will be implemented upon the elimination of the Current Fundamental Policies described in 2a. above for the Municipal Funds that currently have different fundamental policies relating to investing in investment grade securities. The New Non-Fundamental Policies relating to investing in investment grade securities are as follows:
(1) Under normal circumstances, the Fund will invest at least 80% of its Managed Assets in investment grade securities that, at the time of investment, are rated within the four highest grades (Baa or BBB or better) by at least one nationally recognized statistical rating organization or are unrated but judged to be of comparable quality by the Fund’s investment adviser (“NAM”).
(2) The Fund may invest up to 20% of its Managed Assets in municipal securities that at the time of investment are rated below investment grade or are unrated but judged to be of comparable quality by NAM.
(3) No more than 10% of the Fund’s Managed Assets may be invested in municipal securities rated below B3/B- or that are unrated but judged to be of comparable quality by NAM.
Related to these changes, the Board of each Municipal Fund unanimouslyhas also amended and standardized the description of “municipal securities” or “municipal obligations” in which a Municipal Fund may invest to include various types of municipal securities. The new description, tailored as appropriate to each Municipal Fund, generally provides:
The Fund may invest in various municipal securities, including municipal bonds and notes, other securities issued to finance and refinance public projects, and other related securities and derivative instruments creating exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from federal [and State] income tax[es] (“Municipal Obligations”). Municipal Obligations are generally debt obligations issued by state and local governmental entities and may be issued by U.S. territories to finance or refinance public projects such as roads, schools, and water supply systems. Municipal Obligations may also be issued for private activities, such as housing, medical and educational facility construction, or for privately owned transportation, electric utility and pollution control projects. Municipal Obligations may be issued on a long term basis to provide permanent financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source including project revenues, which may include tolls, fees and other user charges, lease payments, and mortgage payments. Municipal Obligations may also be issued to finance projects on a short term interim basis, anticipating repayment with the proceeds on long term debt. Municipal Obligations may be issued and purchased in the form of bonds, notes, leases or certificates of participation; structured as callable or non-callable; with payment forms including fixed coupon, variable rate, zero coupon, capital appreciation bonds, tender option bonds, and residual interest bonds or inverse floating rate securities; or acquired


36

through investments in pooled vehicles, partnerships or other investment companies. Inverse floating rate securities are securities that pay interest at rates that vary inversely with changes in prevailing short-term tax-exempt interest rates and represent a leveraged investment in an underlying municipal security, which may increase the effective leverage of the Fund.
c.  Elimination of Fundamental Policies Relating to Commodities
The Current Fundamental Policies relating to commodities that are proposed to be eliminated are as follow:
Arizona Premium Income, California Investment Quality, California Market Opportunity, California Value, California Performance Plus, California Quality Income, California Select Quality, Florida Investment Quality, Florida Quality Income, Maryland Premium Income, Michigan Premium Income, Michigan Quality Income, New Jersey Investment Quality, New Jersey Premium Income, Pennsylvania Investment Quality and Texas Quality Income
(1) The Fund, as a fundamental policy, may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts within the limits described under “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”*
California Premium Income, Connecticut Premium Income, Georgia Premium Income, Massachusetts Premium Income, Missouri Premium Income, North Carolina Premium Income, Ohio Quality Income, Pennsylvania Premium Income 2 and Virginia Premium Income
(1) The Fund, as a fundamental policy, may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts that represent no more than 10% of the Fund’s total assets and are otherwise within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
d.  Approval of New Fundamental Policy Relating to Commodities
It is proposed that each Premium/Quality Fund adopt a New Fundamental Policy with respect to commodities. The adoption of the following New Fundamental Policy for each Premium/Quality Fund is contingent on shareholder approval of the elimination of that Premium/Quality Fund’s Current Fundamental Policy with respect to commodities, as reflected in 2c above. The proposed New Fundamental Policy is as follows:
All Premium/Quality Funds
(1) The Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts or derivative
* References are to a Fund’s registration statement.


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instruments or from investing in securities or other instruments backed by physical commodities).
e.  Elimination of Fundamental Policies Relating to Derivatives and Short Sales
The Current Fundamental Policies relating to derivatives and short sales that are proposed to be eliminated are as follows:
Arizona Premium Income, California Investment Quality, California Market Opportunity, California Performance Plus, California Quality Income, California Select Quality, Florida Investment Quality, Florida Quality Income, Maryland Premium Income, Michigan Premium Income, Michigan Quality Income, New Jersey Investment Quality, New Jersey Premium Income, Pennsylvania Investment Quality and Texas Quality Income
(1) The Fund may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, except to the extent that the purchase of a stand-by commitment may be considered the purchase of a put, and except for transactions involving options within the limits described [in/under] “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
(2) The Fund may not purchase financial futures and options except within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
California Value
(1) The Fund may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, and except for transactions involving options within the limits described under “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
California Premium Income, Connecticut Premium Income, Georgia Premium Income, Massachusetts Premium Income, Missouri Premium Income, North Carolina Premium Income, Ohio Quality Income, Pennsylvania Premium Income 2 and Virginia Premium Income
(1) The Fund may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, except to the extent that the purchase of a stand-by commitment may be considered the purchase of a put, and except for transactions involving options that represent no more than 10% of the Fund’s total assets and are otherwise within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
(2) The Fund may not purchase financial futures and options that represent no more than 10% of the Fund’s total assets and are otherwise within the limits
* References are to a Fund’s registration statement.


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described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
In connection with the elimination of the Current Fundamental Policies relating to derivatives and short sales, as reflected in 2c above, the Board has adopted the following New Non-Fundamental Policies for each of the above Premium/Quality Funds. The New Non-Fundamental Policies are contingent on shareholder approval of the elimination of that Premium/Quality Fund’s Current Fundamental Policies with respect to derivatives and short sales. The New Non-Fundamental Polices are as follows:
(1) The Fund may invest in derivative instruments in pursuit of its investment objectives. Such instruments include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other derivative instruments. NAM uses derivatives to seek to enhance return, to hedge some of the risks of its investments in fixed income securities or as a substitute for a position in the underlying asset.
(2) The Fund may not sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.
(3) The Fund may not enter into futures contracts or related options or forward contracts, if more than 30% of the Fund’s net assets would be represented by futures contracts or more than 5% of the Fund’s net assets would be committed to initial margin deposits and premiums on futures contracts and related options.
f.  Elimination of the Fundamental Policy Prohibiting Investment in Other Investment Companies
The Current Fundamental Policies of the Premium/Quality Funds relating to investments in other investment companies that are proposed to be eliminated are noted below. The Premium/Quality Funds do not have specific restrictions as to investments in other investment companies. However, each Premium/Quality Fund has an investment policy which only permits investment in municipal obligations and temporary investments and thereby prohibits investment in other investment companies. The general restriction that only permits investment in municipal obligations and temporary investments is as follows:
All Premium/Quality Funds, except California Value
(1) The Fund may not invest in securities other than [state] Municipal Obligations and temporary investments[,] as described [in/under] “Investment Objective and Policies [of the Funds] — Portfolio Investments.”*
California Value
(1) The Fund may not invest in securities other than California Municipal Obligations and temporary investments, as those terms are defined [in the Fund’s Prospectus.]
* References are to a Fund’s registration statement.


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In addition, with respect to each Fund’s ability to invest in other investment companies, the Board has adopted a New Non-Fundamental Policy to be implemented upon the elimination of that Premium/Quality Fund’s Current Fundamental Policy that only permits investment in municipal obligations and temporary investments. The proposed New Non-Fundamental Policy relating to investments in other investment companies is as follows:
(1) The Fund may invest up to 10% of its Managed Assets in securities of other open- or closed-end investment companies (including exchange-traded funds (often referred to as “ETFs”)) that invest primarily in municipal securities of the types in which the Fund may invest directly.
Board Recommendation
The Board believes that eliminating the Current Fundamental Policies and adopting the New Investment Policies gives the Adviser flexibility to rapidly respond to continuing developments in the municipal market and would enhance the portfolio managers’ ability to meet each Municipal Fund’s investment objective. In addition, the Board believes that the proposed changes will create consistent investment policies for all Nuveen municipal bond funds and will help to promote operational efficiencies.
The Board recommends that shareholders of theeach Municipal Fund vote FORto approve the electionelimination of each nominee.Current Fundamental Policy and vote to approve each New Fundamental Policy.
 
3.  RatificationApproval of Independent Registered Public Accounting Firmthe Elimination of Fundamental Investment Policies and Approval of New Fundamental Policy for Each Insured Fund
 
The Independent Board MembersInsured Funds have adopted certain fundamental investment policies, as described below (together, “Insured Fundamental Policies,” each an “Insured Fundamental Policy”), that can only be changed by shareholder vote. The Insured Fundamental Policies adopted by the Insured Funds reflected industry conditions present in the municipal bond market at the time of the inception of each Fund’s BoardFund.
Since that time, however, deterioration in the credit quality of securities backed by sub-prime residential mortgages has disrupted many markets and companies, including bond insurers, who in addition to insuring municipal bonds, have unanimously selected Ernst & Young LLP (“E&Y”) asalso provided guarantees on these mortgage-related securities. As a result, the Fund’s independent registered public accounting firmfinancial strength ratings of certain municipal bond insurers have come under greater scrutiny. The ratings assigned to audit the books and records of each Fundsome municipal bond insurers either have been downgraded or are being reviewed for each Fund’s current fiscal year. The selection of E&Y as the independent registered public accounting firm of each Fund is being submitted to the shareholders for ratification, which requires the affirmative vote of a majoritypossible downgrades by certain of the sharesprimary ratings agencies.
Additionally, all of Nuveen’s municipal closed-end funds are seeking to adopt a uniform, “up to date” set of investment policies, as described in 2 above. In general, the funds currently have a somewhat diverse set of policies, reflecting when the funds were launched over the past 20 years as well as developments over time in the municipal market, including new types of securities as well as investment strategies.
As a result of these conditions facing the bond insurance market and the developments of the Fund presentmunicipal market, the Board unanimously approved, and entitled to vote onunanimously recommends the matter. A representative of E&Y is expected to be present at the Meeting and will be available to respond to any appropriate questions and to make a statement if he or she wishes. E&Y has informed each Fund that it has no direct or indirect material financial interest in the Funds, Nuveen, the Adviser or any other investment company sponsored by Nuveen.

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approval by each Insured Fund’s shareholders of the elimination of certain Insured Fundamental Policies of the Insured Funds that are restricting, or may be expected in the future to restrict, each Insured Fund’s ability to effectively make investments. In connection with eliminating the Insured Fundamental Policies, the Board unanimously approved, and unanimously recommends the approval by shareholders of a new fundamental policy, described below (each a “New Insured Fundamental Policy”). Implementation of the New Insured Fundamental Policy, with respect to each Insured Fund, is contingent on shareholder approval of the elimination of such Insured Fund’s Insured Fundamental Policy or Insured Fundamental Policies, as applicable. In addition, the Board has approved new non-fundamental policies, described below (the “New Insured Non-Fundamental Policies” and together with the New Insured Fundamental Policy, the “New Insured Policies”). The New Insured Policies are designed to provide portfolio managers with important flexibility to respond to on-going developments in the bond insurance market, while ensuring the Insured Funds continue to invest substantially all (at least 80%) of their municipal investments in insured bonds backed by insurers with solid credit ratings.
a.  Elimination of Insured Fundamental Policies Relating to Investments in Insured Municipal Securities
The Insured Fundamental Policies of each Insured Fund that are proposed to be eliminated are as follows:
Insured California Dividend Advantage
(1) Under normal circumstances, the Fund will invest at least 80% of its net assets in a portfolio of municipal bonds that are exempt from regular federal and California income taxes and that are covered by insurance guaranteeing the timely payment of principal and interest thereon.
Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income
(1) Except to the extent the Fund invests in temporary investments, the Fund will invest all of its assets in tax-exempt [State] Municipal Obligations which are either covered by insurance guaranteeing the timely payment of principal and interest thereon or backed by an escrow or trust account containing sufficient U.S. Government or U.S. Government agency securities to ensure timely payment of principal and interest.
(2) Each insured [State] Municipal Obligation held by the Fund will either be (1) covered by an insurance policy applicable to a specific security, whether obtained by the issuer of the security or a third party at the time of original issuance (“Original Issue Insurance”) by the Fund or a third party subsequent to the time of original issuance (“Secondary Market Insurance”), or (2) covered by a master municipal insurance policy purchased by the Fund (“Portfolio Insurance”).
(3) The Fund will only obtain policies of portfolio insurance issued by insurers whose claims-paying ability is rated “Aaa” by Moody’s Investors Services, Inc. (“Moody’s”) or “AAA” by Standard & Poor’s Corporation (“Standard & Poor’s”).
(4) Municipal obligations backed by an escrow account or trust account will not constitute more than 20% of the Fund’s assets.


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Insured California Tax-Free Advantage, Insured Florida Tax Free Advantage and Insured Massachusetts Tax-Free Advantage
(1) Under normal circumstances, the Fund will invest at least 80% of its average daily net assets, including assets attributable to MuniPreferred shares outstanding (“Managed Assets”) in a portfolio of municipal bonds that pay interest that is exempt from regular federal and [State] income tax and from the federal alternative minimum tax applicable to individuals [and are exempt from the Florida intangible personal property tax](Insured Florida Tax Free Advantage only).
(2) Under normal circumstances, the Fund will invest at least 80% of its average daily net assets, including assets attributable to MuniPreferred shares outstanding (“Managed Assets”) in a portfolio of municipal bonds that are covered by insurance guaranteeing the timely payment of principal and interest thereon.
b.  Approval of the New Insured Fundamental Policy Relating to Investments in Insured Municipal Securities
In connection with eliminating the Insured Fundamental Policies, the Board of each Insured Fund has unanimously approved, and recommends that shareholders of each Insured Fund approve, a New Insured Fundamental Policy relating to each Insured Fund’s policy of investing 80% (or greater) of its assets in a portfolio of municipal securities or related investments that pay tax-exempt interest. The New Insured Fundamental Policy will replace each Insured Fund’s Insured Fundamental Policy or Insured Fundamental Policies, as described above. Implementation of the New Insured Fundamental Policy is contingent on shareholder approval of the elimination of the Insured Fundamental Policy or Insured Fundamental Policies for each Insured Fund, as applicable. The New Insured Fundamental Policy is as follows:
(1) Under normal circumstances, the Fund will invest at least 80% of its net assets, including assets attributable to any principal amount of any borrowings (including the issuance of commercial paper or notes) or preferred shares outstanding (“Managed Assets”), in municipal securities and other related investments that pay interest exempt from federal and [State] income taxes (“municipal securities”) and are covered by insurance guaranteeing the timely payment of principal and interest thereon.
New Insured Non-Fundamental Policies
In connection with eliminating the Insured Fundamental Policies, the Board of each Insured Fund has also adopted New Insured Non-Fundamental Policies, as described below. To the extent that the New Insured Non-Fundamental Policies conflict with the existing Insured Fundamental Policies, implementation of the New Insured Non-Fundamental Policies is contingent on shareholder approval of the elimination of the Insured Fundamental Policies. To the extent such Insured Non-Fundamental Policies do not conflict with the existing Insured Fundamental Policies, the New Insured Non-Fundamental Policies have already been implemented. By eliminating the Insured Fundamental Policies and adopting the New Insured Non-Fundamental Policies, each Insured Fund would be able to change these policies in the future with the approval of the Board, without the need to obtain prior shareholder approval.


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The New Insured Non-Fundamental Policies that the Board of each Insured Fund has adopted are as follows:
(1) Inverse floaters whose underlying bonds are covered by insurance guaranteeing the timely payment of principal and interest thereon are included in the above-referenced 80% test. In addition, for the 80% test above, insurers must have a claims-paying ability rated at least A by a nationally recognized statistical rating organization (NRSRO) at the time of purchase or at the time the bond is insured while in the portfolio.**
(2) Under normal circumstances, the Fund will invest at least 80% of its Managed Assets in municipal securities covered by insurance from insurers with a claims-paying ability rated AA or better by an NRSRO at the time of purchase; municipal securities rated AA or better by an NRSRO, or that are unrated but judged to be of comparable quality by the Fund’s investment adviser, at the time of purchase; or municipal bonds backed by an escrow or trust account containing sufficient U.S. Government or U.S. Government agency securities to ensure timely payment of principal and interest.
(3) Under normal circumstances, the Fund may invest up to 20% of its Managed Assets in municipal securities covered by insurance from insurers with a claims-paying ability rated BBB or better by an NRSRO; or municipal securities rated at least BBB or better by an NRSRO, or that are unrated but judged to be of comparable quality by the Fund’s investment adviser, at the time of purchase.
c.  Elimination of Fundamental Policies Relating to Commodities
The Current Insured Fundamental Policies relating to commodities that are proposed to be eliminated are as follow:
Insured California Premium Income and Insured Florida Premium Income
(1) The Fund, as a fundamental policy, may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts within the limits described in “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”*
Insured California Premium Income 2
(1) The Fund, as a fundamental policy, may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts that represent no more than 10% of the Fund’s total assets and are otherwise within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
d.  Approval of New Fundamental Policy Relating to Commodities
It is proposed that Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income adopt a New Insured Fundamental Policy with
** The above referenced 80% test refers to the new fundamental policy proposed in item 3(b).
*  References are to a Fund’s registration statement.


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respect to commodities. The adoption of the following New Insured Fundamental Policy for each applicable Insured Fund is contingent on shareholder approval of the elimination of that Insured Fund’s Current Insured Fundamental Policy with respect to commodities, as reflected in 3c above. The proposed New Insured Fundamental Policy is as follows:
Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income
(1) The Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts or derivative instruments or from investing in securities or other instruments backed by physical commodities)
e.  Elimination of Fundamental Policies Relating to Derivatives and Short Sales
The Current Insured Fundamental Policies relating to derivatives and short sales that are proposed to be eliminated are as follows:
Insured California Premium Income and Insured Florida Premium Income
(1) The Fund, as a fundamental policy, may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, except to the extent that the purchase of a stand-by commitment may be considered the purchase of a put, and except for transactions involving options within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
(2) The Fund may not purchase financial futures and options except within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
Insured California Premium Income 2
(1) The Fund may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, except to the extent that the purchase of a stand-by commitment may be considered the purchase of a put, and except for transactions involving options within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
(2) The Fund may not purchase financial futures and options that represent no more than 10% of the Fund’s total assets and are otherwise within the limits described in “Certain Trading Strategies of The Fund — Financial Futures and Options Transactions.”*
In connection with the elimination of the Current Insured Fundamental Policies relating to derivatives and short sales, as reflected in 3e above, the Board has adopted the following New Insured Non-Fundamental Policies for each of Insured California Premium Income,
* References are to a Fund’s registration statement.


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Insured California Premium Income 2 and Insured Florida Premium Income. The New Insured Non-Fundamental Policies are contingent on shareholder approval of the elimination of that Insured Fund’s Current Fundamental Policies with respect to derivatives and short sales. The New Insured Non-Fundamental Polices are as follows:
(1) The Fund may not sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.
(2) The Fund may invest in derivative instruments in pursuit of its investment objectives. Such instruments include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other derivative instruments. NAM uses derivatives to seek to enhance return, to hedge some of the risks of its investments in fixed income securities or as a substitute for a position in the underlying asset.
(3) The Fund may not enter into futures contracts or related options or forward contracts, if more than 30% of the Fund’s net assets would be represented by futures contracts or more than 5% of the Fund’s net assets would be committed to initial margin deposits and premiums on futures contracts and related options.
f.  Elimination of the Fundamental Policy Prohibiting Investment in Other Investment Companies
The Current Insured Fundamental Policies of Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income relating to investments in other investment companies that are proposed to be eliminated are noted below. Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income do not have specific restrictions as to investments in other investment companies. However, each such Fund has an investment policy which only permits investment in municipal obligations and temporary investments and thereby prohibiting investment in other investment companies. The general restriction that only permits investment in municipal obligations and temporary investments is as follows:
Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income
(1) The Fund may not invest in securities other than [state] Municipal Obligations and temporary investments, as described in “Investment Objective and Policies — Portfolio Investments.”*
In addition, with respect to each Fund’s ability to invest in other investment companies, the Board has adopted a New Insured Non-Fundamental Policy to be implemented upon the elimination of Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income’s Current Fundamental Policy prohibiting
* References are to a Fund’s registration statement.


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investments in other investment companies. The proposed New Insured Non-Fundamental Policy relating to investments in other investment companies is as follows:
Insured California Premium Income, Insured California Premium Income 2 and Insured Florida Premium Income
(1) The Fund may invest up to 10% of its Managed Assets in securities of other open- or closed-end investment companies (including exchange-traded funds (often referred to as “ETFs”)) that invest primarily in municipal securities of the types in which the Fund may invest directly.
Board Recommendation
The Board believes that eliminating the Insured Fundamental Policies and adopting the New Insured Policies gives the Adviser flexibility to rapidly respond to continuing developments in the bond insurance market and would enhance the portfolio managers’ ability to meet each Insured Fund’s investment objective and keep each Fund fully invested. While the Board believes that the New Insured Policies give the Adviser adequate flexibility under current market conditions, if the market changes in the future, the Insured Funds may desire to refine these parameters further and the Board may change the New Insured Non-Fundamental Policies without shareholder approval.
The Board of Trustees recommends that shareholders of each Insured Fund vote to approve the elimination of each Insured Fundamental Policy and vote to approve the New Insured Fundamental Policy.
Audit Committee Report
 
The audit committee of each 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, and (2) the quality and integrity of the Funds’Fund’s financial statements, 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 and internal auditors 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 four Board Members and operates under a written charter adopted and approved by each Board, a copy of which is attached as Appendix H.C. Each committee member meets the independence and experience requirements, as applicable, of the New York Stock Exchange, 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


46

(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 and letter 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 Boards include the audited financial statements in each Fund’s Annual Report.
 
The current members of the committee are:
Robert P. Bremner
Jack B. Evans (financial expert)
David J. Kundert
William J. Schneider


4247

 

 
Audit and Related Fees. The following tables provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund, including those relating (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”).
 
                                                         
 
  Audit Fees(1) Audit Related Fees(2) Tax Fees(3) All Other Fees(4)
      Adviser and
   Adviser and
   Adviser and
  Fund Fund Adviser Entities Fund Adviser Entities Fund Adviser Entities
  Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
  Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
  Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
  2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007
 
 
Arizona Dividend Advantage $6,919  $7,283  $0  $0  $0  $0  $428  $43  $2,400  $0  $2,900  $1,500  $0  $0 
Arizona Dividend Advantage 2  7,422   7,817   0   0   0   0   444   69   2,400   0   2,900   1,500   0   0 
Arizona Dividend Advantage 3  7,696   8,113   0   0   0   0   452   83   2,400   0   2,900   1,500   0   0 
Connecticut Dividend Advantage  7,485   7,881   0   0   0   0   461   0   2,400   0   2,850   2,250   0   0 
Connecticut Dividend Advantage 2  7,348   7,733   0   0   0   0   456   0   2,400   0   2,850   2,250   0   0 
Connecticut Dividend Advantage 3  8,406   8,856   0   0   0   0   501   0   2,400   0   2,850   2,250   0   0 
Connecticut Premium Income  8,948   9,415   0   0   0   0   405   0   2,400   0   2,850   2,250   0   0 
Florida Investment Quality  15,581   16,422   0   0   0   0   400   0   2,400   0   2,900   1,500   0   0 
Florida Quality Income  14,398   15,188   0   0   0   0   400   0   2,400   0   2,900   1,500   0   0 
Insured Florida Premium Income  14,396   15,099   0   0   0   0   400   0   2,400   0   2,900   1,500   0   0 
Insured Florida Tax-Free Advantage  8,162   8,605   0   0   0   0   467   0   2,400   0   2,900   1,500   0   0 
Georgia Dividend Advantage  7,143   7,521   0   0   0   0   447   0   2,400   0   2,850   2,250   0   0 
Georgia Dividend Advantage 2  8,495   8,973   0   0   0   0   504   0   2,400   0   2,850   2,250   0   0 
Georgia Premium Income  8,130   8,561   0   0   0   0   403   0   2,400   0   2,850   2,250   0   0 
Maryland Dividend Advantage  8,374   8,827   0   0   0   0   499   0   2,400   0   2,850   2,250   0   0 
Maryland Dividend Advantage 2  8,401   8,849   0   0   0   0   501   0   2,400   0   2,850   2,250   0   0 
Maryland Dividend Advantage 3  8,955   9,445   0   0   0   0   524   0   2,400   0   2,850   2,250   0   0 
Maryland Premium Income  11,902   12,558   0   0   0   0   410   0   2,400   0   2,850   2,250   0   0 
Massachusetts Dividend Advantage  7,147   7,527   0   0   0   0   448   0   2,400   0   2,850   2,250   0   0 
                                                         
 
            All Other Fees(3)
  Audit Fees(1) Audit Related Fees Tax Fees(2)   Adviser and
      Adviser and Adviser
   Adviser and Adviser
   Adviser
  Fund Fund Entities Fund Entities Fund Entities
  Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
  Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
  Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
  2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008
   
 
Floating Rate Income $63,484  $66,809  $0  $0  $0  $0  $0  $1,000  $0  $0  $1,650  $1,800  $0  $0 
Floating Rate Income Opportunity  45,923   48,236   0   0   0   0   0   1,000   0   0   1,650   1,800   0   0 
Senior Income  36,092   37,955   0   0   0   0   0   1,000   0   0   6,750   7,400   0   0 
Tax-Advantaged Floating Rate  22,700   24,000   0   0   0   0   0   1,000   0   0   1,650   1,800   0   0 
Arizona Dividend Advantage  7,283   8,242   0   0   0   0   0   500   0   0   1,500   800   0   0 
Arizona Dividend Advantage 2  7,817   8,847   0   0   0   0   0   500   0   0   1,500   800   0   0 
Arizona Dividend Advantage 3  8,113   9,182   0   0   0   0   0   500   0   0   1,500   800   0   0 
Arizona Premium Income  8,834   10,005   0   0   0   0   0   500   0   0   3,100   3,300   0   0 
California Dividend Advantage  20,481   23,226   0   0   0   0   500   0   0   0   1,500   800       0 
California Dividend Advantage 2  15,186   17,257   0   0   0   0   500   0   0   0   1,500   800       0 
California Dividend Advantage 3  20,774   23,388   0   0   0   0   500   0   0   0   1,500   800       0 
California Investment Quality  14,772   16,795   0   0   0   0   500   0   0   0   3,100   3,300   0   0 
California Market Opportunity  11,483   12,998   0   0   0   0   500   0   0   0   3,100   3,300   0   0 
California Value  13,057   14,840   0   0   0   0   500   0   0   0   0   0   0   0 
California Performance Plus  14,382   16,280   0   0   0   0   500   0   0   0   3,100   3,300   0   0 
California Premium Income  9,702   11,006   0   0   0   0   500   0   0   0   1,500   800   0   0 
California Quality Income  20,177   23,024   0   0   0   0   500   0   0   0   3,100   3,300   0   0 
California Select Quality  20,740   23,540   0   0   0   0   500   0   0   0   3,100   3,300   0   0 
Insured California Dividend Advantage  15,669   17,818   0   0   0   0   500   0   0   0   2,300   800   0   0 
Insured California Premium Income  10,157   11,604   0   0   0   0   500   0   0   0   3,100   3,300   0   0 
Insured California Premium Income 2  13,844   15,795   0   0   0   0   500   0   0   0   3,100   3,300   0   0 
Insured California Tax-Free Advantage  9,861   11,215   0   0   0   0   500   0   0   0   1,500   800       0 
Connecticut Dividend Advantage  7,881   8,952   0   0   0   0   0   500   0   0   2,250   800   0   0 
Connecticut Dividend Advantage 2  7,733   8,780   0   0   0   0   0   500   0   0   2,250   800   0   0 


4348

 

                                                         
 
            All Other Fees(3)
  Audit Fees(1) Audit Related Fees Tax Fees(2)   Adviser and
      Adviser and Adviser
   Adviser and Adviser
   Adviser
  Fund Fund Entities Fund Entities Fund Entities
  Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
  Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
  Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
  2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008
   
 
Connecticut Dividend Advantage 3 $8,856  $10,064  $0  $0  $0  $0  $0  $500  $0  $0  $2,250  $800  $0  $0 
Connecticut Premium Income  9,415   10,711   0   0   0   0   0   500   0   0   2,250   800   0   0 
Florida Investment Quality  16,422   18,540   0   0   0   0   0   500   0   0   1,500   800   0   0 
Florida Quality Income  15,188   17,212   0   0   0   0   0   500   0   0   1,500   800   0   0 
Insured Florida Premium Income  15,099   17,114   0   0   0   0   0   500   0   0   1,500   800   0   0 
Insured Florida Tax-Free Advantage  8,605   9,780   0   0   0   0   0   500   0   0   1,500   800   0   0 
Georgia Dividend Advantage  7,521   8,537   0   0   0   0   0   500   0   0   2,250   800   0   0 
Georgia Dividend Advantage 2  8,973   10,173   0   0   0   0   0   500   0   0   2,250   800   0   0 
Georgia Premium Income  8,561   9,723   0   0   0   0   0   500   0   0   2,250   800   0   0 
Maryland Dividend Advantage  8,827   9,996   0   0   0   0   0   500   0   0   2,250   800   0   0 
Maryland Dividend Advantage 2  8,849   10,025   0   0   0   0   0   500   0   0   2,250   800   0   0 
Maryland Dividend Advantage 3  9,445   10,711   0   0   0   0   0   500   0   0   2,250   800   0   0 
Maryland Premium Income  12,558   14,295   0   0   0   0   0   500   0   0   2,250   800   0   0 
Massachusetts Dividend Advantage  7,527   8,530   0   0   0   0   0   500   0   0   2,250   800   0   0 
Massachusetts Premium Income  9,097   10,330   0   0   0   0   0   500   0   0   2,250   800   0   0 
Insured Massachusetts Tax-Free Advantage  7,949   9,032   0   0   0   0   0   500   0   0   2,250   800   0   0 
Michigan Dividend Advantage  7,599   8,603   0   0   0   0   0   500   0   0   1,500   800   0   0 
Michigan Premium Income  10,881   12,343   0   0   0   0   0   500   0   0   3,100   3,300   0   0 
Michigan Quality Income  13,548   15,368   0   0   0   0   0   500   0   0   3,100   3,300   0   0 
Missouri Premium Income  7,655   8,656   0   0   0   0   0   500   0   0   2,250   800   0   0 
New Jersey Dividend Advantage  10,223   11,592   0   0   0   0   0   500   0   0   1,500   800   0   0 
New Jersey Dividend Advantage 2  9,081   10,274   0   0   0   0   0   500   0   0   1,500   800   0   0 
New Jersey Investment Quality  18,649   21,228   0   0   0   0   0   500   0   0   2,300   3,250   0   0 
New Jersey Premium Income  13,582   15,464   0   0   0   0   0   500   0   0   2,300   3,250   0   0 
North Carolina Dividend Advantage  7,694   8,727   0   0   0   0   0   500   0   0   2,250   800   0   0 
North Carolina Dividend Advantage 2  8,567   9,723   0   0   0   0   0   500   0   0   2,250   800   0   0 
North Carolina Dividend Advantage 3  8,599   9,767   0   0   0   0   0   500   0   0   2,250   800   0   0 
North Carolina Premium Income  10,015   11,371   0   0   0   0   0   500   0   0   2,250   800   0   0 

                                                         
 
  Audit Fees(1) Audit Related Fees(2) Tax Fees(3) All Other Fees(4)
      Adviser and
   Adviser and
   Adviser and
  Fund Fund Adviser Entities Fund Adviser Entities Fund Adviser Entities
  Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
  Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
  Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
  2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007
 
 
Massachusetts Premium Income  8,626   9,097   0   0   0   0   404   0   2,400   0   2,850   2,250   0   0 
Insured Massachusetts Tax-Free Advantage  7,543   7,949   0   0   0   0   450   0   2,400   0   2,850   2,250   0   0 
Michigan Dividend Advantage  7,220   7,599   0   0   0   0   437   58   2,400   0   2,900   1,500   0   0 
Missouri Premium Income  7,269   7,655   0   0   0   0   402   0   2,400   0   2,850   2,250   0   0 
New Jersey Dividend Advantage  9,707   10,223   0   0   0   0   516   0   2,400   0   2,900   1,500   0   0 
New Jersey Dividend Advantage 2  8,617   9,081   0   0   0   0   481   0   2,400   0   2,900   1,500   0   0 
North Carolina Dividend Advantage  7,311   7,694   0   0   0   0   454   0   2,400   0   2,850   2,250   0   0 
North Carolina Dividend Advantage 2  8,136   8,567   0   0   0   0   490   0   2,400   0   2,850   2,250   0   0 
North Carolina Dividend Advantage 3  8,156   8,599   0   0   0   0   490   0   2,400   0   2,850   2,250   0   0 
North Carolina Premium Income  9,510   10,015   0   0   0   0   406   0   2,400   0   2,850   2,250   0   0 
Ohio Dividend Advantage  8,425   8,867   0   0   0   0   476   118   2,400   0   2,900   1,500   0   0 
Ohio Dividend Advantage 2  7,810   8,219   0   0   0   0   456   87   2,400   0   2,900   1,500   0   0 
Ohio Dividend Advantage 3  7,275   7,658   0   0   0   0   439   61   2,400   0   2,900   1,500   0   0 
Pennsylvania Dividend Advantage  7,931   8,358   0   0   0   0   460   0   2,400   0   2,900   1,500   0   0 
Pennsylvania Dividend Advantage 2  8,172   8,608   0   0   0   0   468   0   2,400   0   2,900   1,500   0   0 
Pennsylvania Investment Quality  15,474   16,322   0   0   0   0   400   0   2,400   0   2,900   1,500   0   0 
Pennsylvania Premium Income 2  14,750   15,560   0   0   0   0   400   0   2,400   0   2,900   1,500   0   0 
Texas Quality Income  11,377   11,964   0   0   0   0   400   264   2,400   0   2,900   1,500   0   0 
Virginia Dividend Advantage  7,821   8,237   0   0   0   0   475   0   2,400   0   2,850   2,250   0   0 
Virginia Dividend Advantage 2  9,260   9,757   0   0   0   0   537   0   2,400   0   2,850   2,250   0   0 
Virginia Premium Income  10,988   11,566   0   0   0   0   408   0   2,400   0   2,850   2,250   0   0 

49

                                                         
 
            All Other Fees(3)
  Audit Fees(1) Audit Related Fees Tax Fees(2)   Adviser and
      Adviser and Adviser
   Adviser and Adviser
   Adviser
  Fund Fund Entities Fund Entities Fund Entities
  Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
 Fiscal
  Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
 Year
  Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
 Ended
  2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008
   
 
Ohio Dividend Advantage $8,867  $10,057  $0  $0  $0  $0  $0  $500  $0  $0  $1,500  $800  $0  $0 
Ohio Dividend Advantage 2  8,219   9,309   0   0   0   0   0   500   0   0   1,500   800   0   0 
Ohio Dividend Advantage 3  7,658   8,685   0   0   0   0   0   500   0   0   1,500   800   0   0 
Ohio Quality Income  12,520   14,208   0   0   0   0   0   500   0   0   3,100   3,300       0 
Pennsylvania Dividend Advantage  8,358   9,462   0   0   0   0   0   500   0   0   1,500   800   0   0 
Pennsylvania Dividend Advantage 2  8,608   9,754   0   0   0   0   0   500   0   0   1,500   800   0   0 
Pennsylvania Investment Quality  16,322   18,476   0   0   0   0   0   500   0   0   1,500   800   0   0 
Pennsylvania Premium Income 2  15,560   17,550   0   0   0   0   0   500   0   0   1,500   800   0   0 
Texas Quality Income  11,964   13,557   0   0   0   0   0   500   0   0   1,500   800   0   0 
Virginia Dividend Advantage  8,237   9,306   0   0   0   0   0   500   0   0   2,250   800   0   0 
Virginia Dividend Advantage 2  9,757   11,022   0   0   0   0   0   500   0   0   2,250   800   0   0 
Virginia Premium Income  11,566   13,122   0   0   0   0   0   500   0   0   2,250   800   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. Amounts reported for each respective Fund under the column heading “Adviser and Adviser Entities” represents amounts billed to the Adviser, by each Fund’s independent registered public accounting firm, exclusively for the preparation of the Fund’s tax return, the cost of which is borne by the Adviser. In the aggregate, for all Nuveen funds, these fees amounted to $161,400 in 2006. Beginning with fund fiscal years ended August 31, 2006, Ernst & Young LLP no longer prepares the fund tax returns.
(4)(3) “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees,” “Audit Related Fees” and “Tax Fees.”foragreed-upon procedures engagements for the leveraged Funds.

44
50

 

Non-Audit Fees. The following tables provide the aggregate non-audit fees billed by each Fund’s independent registered public accounting firm 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 Directly
 Total Non-Audit Fees Billed to
  
  Total Non-Audit
 to the Operations and
 Adviser and Adviser Entities
  
  Fees Billed to Fund Financial Reporting of Fund) (All Other Engagements) Total
  Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
Fund Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007
 
 
Arizona Dividend Advantage $3,328  $1,543  $2,400  $0  $0  $0  $5,728  $1,543 
Arizona Dividend Advantage 2  3,344   1,569   2,400   0   0   0   5,744   1,569 
Arizona Dividend Advantage 3  3,352   1,583   2,400   0   0   0   5,752   1,583 
Connecticut Dividend Advantage  3,311   2,250   2,400   0   0   0   5,711   2,250 
Connecticut Dividend Advantage 2  3,306   2,250   2,400   0   0   0   5,706   2,250 
Connecticut Dividend Advantage 3  3,351   2,250   2,400   0   0   0   5,751   2,250 
Connecticut Premium Income  3,255   2,250   2,400   0   0   0   5,655   2,250 
Florida Investment Quality  3,300   1,500   2,400   0   0   0   5,700   1,500 
Florida Quality Income  3,300   1,500   2,400   0   0   0   5,700   1,500 
Insured Florida Premium Income  3,300   1,500   2,400   0   0   0   5,700   1,500 
Insured Florida Tax-Free Advantage  3,367   1,500   2,400   0   0   0   5,767   1,500 
Georgia Dividend Advantage  3,297   2,250   2,400   0   0   0   5,697   2,250 
Georgia Dividend Advantage 2  3,354   2,250   2,400   0   0   0   5,754   2,250 
Georgia Premium Income  3,253   2,250   2,400   0   0   0   5,653   2,250 
Maryland Dividend Advantage  3,349   2,250   2,400   0   0   0   5,749   2,250 
Maryland Dividend Advantage 2  3,351   2,250   2,400   0   0   0   5,751   2,250 
Maryland Dividend Advantage 3  3,374   2,250   2,400   0   0   0   5,774   2,250 
Maryland Premium Income  3,260   2,250   2,400   0   0   0   5,660   2,250 
Massachusetts Dividend Advantage  3,298   2,250   2,400   0   0   0   5,698   2,250 

                                 
 
    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
 Fiscal Year
  Ended 2007 Ended 2008 Ended 2007 Ended 2008 Ended 2007 Ended 2008 Ended 2007 Ended 2008
 
 
Floating Rate Income $1,650  $2,800  $0  $0  $0  $0  $1,650  $2,800 
Floating Rate Income Opportunity  1,650   2,800   0   0   0   0   1,650   2,800 
Senior Income  6,750   8,400   0   0   0   0   6,750   8,400 
Tax-Advantaged Floating Rate  1,650   2,800   0   0   0   0   1,650   2,800 
Arizona Dividend Advantage  1,500   1,300   0   0   0   0   1,500   1,300 
Arizona Dividend Advantage 2  1,500   1,300   0   0   0   0   1,500   1,300 
Arizona Dividend Advantage 3  1,500   1,300   0   0   0   0   1,500   1,300 
Arizona Premium Income  3,100   3,800   0   0   0   0   3,100   3,800 
California Dividend Advantage  2,000   800   0   0   0   0   2,000   800 
California Dividend Advantage 2  2,000   800   0   0   0   0   2,000   800 
California Dividend Advantage 3  2,000   800   0   0   0   0   2,000   800 
California Investment Quality  3,600   3,300   0   0   0   0   3,600   3,300 
California Market Opportunity  3,600   3,300   0   0   0   0   3,600   3,300 
California Value  500   0   0   0   0   0   500   0 
California Performance Plus  3,600   3,300   0   0   0   0   3,600   3,300 
California Premium Income  2,000   800   0   0   0   0   2,000   800 
California Quality Income  3,600   3,300   0   0   0   0   3,600   3,300 
California Select Quality  3,600   3,300   0   0   0   0   3,600   3,300 
Insured California Dividend Advantage  2,800   800   0   0   0   0   2,800   800 
Insured California Premium Income  3,600   3,300   0   0   0   0   3,600   3,300 
Insured California Premium Income 2  3,600   3,300   0   0   0   0   3,600   3,300 
Insured California Tax-Free Advantage  2,000   800   0   0   0   0   2,000   800 
Connecticut Dividend Advantage  2,250   1,300   0   0   0   0   2,250   1,300 


4551

 

                                 
 
    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
 Fiscal Year
  Ended 2007 Ended 2008 Ended 2007 Ended 2008 Ended 2007 Ended 2008 Ended 2007 Ended 2008
 
 
Connecticut Dividend Advantage 2 $2,250  $1,300  $0  $0  $0  $0  $2,250  $1,300 
Connecticut Dividend Advantage 3  2,250   1,300   0   0   0   0   2,250   1,300 
Connecticut Premium Income  2,250   1,300   0   0   0   0   2,250   1,300 
Florida Investment Quality  1,500   1,300   0   0   0   0   1,500   1,300 
Florida Quality Income  1,500   1,300   0   0   0   0   1,500   1,300 
Insured Florida Premium Income  1,500   1,300   0   0   0   0   1,500   1,300 
Insured Florida Tax-Free Advantage  1,500   1,300   0   0   0   0   1,500   1,300 
Georgia Dividend Advantage  2,250   1,300   0   0   0   0   2,250   1,300 
Georgia Dividend Advantage 2  2,250   1,300   0   0   0   0   2,250   1,300 
Georgia Premium Income  2,250   1,300   0   0   0   0   2,250   1,300 
Maryland Dividend Advantage  2,250   1,300   0   0   0   0   2,250   1,300 
Maryland Dividend Advantage 2  2,250   1,300   0   0   0   0   2,250   1,300 
Maryland Dividend Advantage 3  2,250   1,300   0   0   0   0   2,250   1,300 
Maryland Premium Income  2,250   1,300   0   0   0   0   2,250   1,300 
Massachusetts Dividend Advantage  2,250   1,300   0   0   0   0   2,250   1,300 
Massachusetts Premium Income  2,250   1,300   0   0   0   0   2,250   1,300 
Insured Massachusetts Tax-Free Advantage  2,250   1,300   0   0   0   0   2,250   1,300 
Michigan Dividend Advantage  1,500   1,300   0   0   0   0   1,500   1,300 
Michigan Premium Income  3,100   3,800   0   0   0   0   3,100   3,800 
Michigan Quality Income  3,100   3,800   0   0   0   0   3,100   3,800 
Missouri Premium Income  2,250   1,300   0   0   0   0   2,250   1,300 
New Jersey Dividend Advantage  1,500   1,300   0   0   0   0   1,500   1,300 
New Jersey Dividend Advantage 2  1,500   1,300   0   0   0   0   1,500   1,300 
New Jersey Investment Quality  2,300   3,750   0   0   0   0   2,300   3,750 
New Jersey Premium Income  2,300   3,750   0   0   0   0   2,300   3,750 
North Carolina Dividend Advantage  2,250   1,300   0   0   0   0   2,250   1,300 

                                 
 
    Total Non-Audit Fees Billed to
    
    Adviser and Adviser Entities
    
    (Engagements Related Directly
 Total Non-Audit Fees Billed to
  
  Total Non-Audit
 to the Operations and
 Adviser and Adviser Entities
  
  Fees Billed to Fund Financial Reporting of Fund) (All Other Engagements) Total
  Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
 Fiscal Year
Fund Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007
 
 
Massachusetts Premium Income  3,254   2,250   2,400   0   0   0   5,654   2,250 
Insured Massachusetts Tax-Free Advantage  3,300   2,250   2,400   0   0   0   5,700   2,250 
Michigan Dividend Advantage  3,337   1,558   2,400   0   0   0   5,737   1,558 
Missouri Premium Income  3,252   2,250   2,400   0   0   0   5,652   2,250 
New Jersey Dividend Advantage  3,416   1,500   2,400   0   0   0   5,816   1,500 
New Jersey Dividend Advantage 2  3,381   1,500   2,400   0   0   0   5,781   1,500 
North Carolina Dividend Advantage  3,304   2,250   2,400   0   0   0   5,704   2,250 
North Carolina Dividend Advantage 2  3,340   2,250   2,400   0   0   0   5,740   2,250 
North Carolina Dividend Advantage 3  3,340   2,250   2,400   0   0   0   5,740   2,250 
North Carolina Premium Income  3,256   2,250   2,400   0   0   0   5,656   2,250 
Ohio Dividend Advantage  3,376   1,618   2,400   0   0   0   5,776   1,618 
Ohio Dividend Advantage 2  3,356   1,587   2,400   0   0   0   5,756   1,587 
Ohio Dividend Advantage 3  3,339   1,561   2,400   0   0   0   5,739   1,561 
Pennsylvania Dividend Advantage  3,360   1,500   2,400   0   0   0   5,760   1,500 
Pennsylvania Dividend Advantage 2  3,368   1,500   2,400   0   0   0   5,768   1,500 
Pennsylvania Investment Quality  3,300   1,500   2,400   0   0   0   5,700   1,500 
Pennsylvania Premium Income 2  3,300   1,500   2,400   0   0   0   5,700   1,500 
Texas Quality Income  3,300   1,764   2,400   0   0   0   5,700   1,764 
Virginia Dividend Advantage  3,325   2,250   2,400   0   0   0   5,725   2,250 
Virginia Dividend Advantage 2  3,387   2,250   2,400   0   0   0   5,787   2,250 
Virginia Premium Income  3,258   2,250   2,400   0   0   0   5,658   2,250 
 
 

46
52

 

                                 
  
     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
  Fiscal Year
 
  Ended 2007  Ended 2008  Ended 2007  Ended 2008  Ended 2007  Ended 2008  Ended 2007  Ended 2008 
  
 
North Carolina Dividend Advantage 2 $2,250  $1,300  $0  $0  $0  $0  $2,250  $1,300 
North Carolina Dividend Advantage 3  2,250   1,300   0   0   0   0   2,250   1,300 
North Carolina Premium Income  2,250   1,300   0   0   0   0   2,250   1,300 
Ohio Dividend Advantage  1,500   1,300   0   0   0   0   1,500   1,300 
Ohio Dividend Advantage 2  1,500   1,300   0   0   0   0   1,500   1,300 
Ohio Dividend Advantage 3  1,500   1,300   0   0   0   0   1,500   1,300 
Ohio Quality Income  3,100   3,800   0   0   0   0   3,100   3,800 
Pennsylvania Dividend Advantage  1,500   1,300   0   0   0   0   1,500   1,300 
Pennsylvania Dividend Advantage 2  1,500   1,300   0   0   0   0   1,500   1,300 
Pennsylvania Investment Quality  1,500   1,300   0   0   0   0   1,500   1,300 
Pennsylvania Premium Income 2  1,500   1,300   0   0   0   0   1,500   1,300 
Texas Quality Income  1,500   1,300   0   0   0   0   1,500   1,300 
Virginia Dividend Advantage  2,250   1,300   0   0   0   0   2,250   1,300 
Virginia Dividend Advantage 2  2,250   1,300   0   0   0   0   2,250   1,300 
Virginia Premium Income  2,250   1,300   0   0   0   0   2,250   1,300 


53

 
Audit Committee Pre-Approval Policies and Procedures. Generally, the audit committee must approve each Fund’s independent registered public accounting firm’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 each Fund’s independent registered public accounting firm entered into on or after May 6, 2003, theThe audit committee has approved in advance all audit services and non-audit services that the independent registered public accounting firm 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 the independent registered accounting firm 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) ofRegulation S-X.
 
The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR ratification of the selection of the independent auditors.
Additional Information
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 current 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 the Funds, 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 Adviser, affiliated persons of the 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 SECSecurities 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. [ToTo 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.]
Information About the Adviser
The Adviser, 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.


54

Nuveen is a wholly-owned subsidiary of Windy City, a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois. Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds. Other owners of Windy City include Merrill Lynch & Co.’s Global Private Equity group and affiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank.
 
Shareholder Proposals
 
To be considered for presentation at the annual meeting of shareholders forof the Funds to be held in 2008,2009, a shareholder proposalsproposal submitted pursuant toRule 14a-8 of the Securities and Exchange1934 Act of 1934 must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, by       , 2008.not later than June 8, 2009. A shareholder wishing to provide notice in the manner prescribed byRule 14a-4(c)(1) of a proposal submitted outside of the process ofRule 14a-8 for the 2008 annual meeting must, pursuant to each Fund’s By-Laws, submit such written notice to the Fund not later than , 2008 norAugust 21, 2009 or prior to , 2008.


47

August 6, 2009. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.
 
Shareholder Communications
 
ShareholdersFund 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 and identifynote the Fund (or Funds).fund or funds that you own. 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 and so indicates it will be sent to the chair of the nominating and governance committee[Independent Chairman] 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 and all other costs in connection with the solicitation of proxies will be paid 50% by Nuveen and 50% by the Funds (allocated among the Fundspro rata based on relative net assets), except that the costs borne by any Fund will not exceed the amount it would have borne if it were holding an annual meeting and the only item on the agenda was the electionnumber of Board members. Solicitationshareholder 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. Any additional costs of solicitation will be paid by the Fund that requires additional solicitation. The Funds, with the exception of Floating Rate, Floating Rate Income Opportunity, Senior Income and Tax-Advantaged Floating Rate, have engaged Computershare Fund Services to assist in the solicitation of proxies at an estimated cost of $14,000$2,000 per Fund plus reasonable expenses, which costs will be borne by Nuveen.expenses.
 
Fiscal Year
 
The last fiscal year end for each of the Funds is as follows: April 30, 20072008 for Florida Investment Quality, Florida Quality Income, Insured Florida Premium Income and Insured Florida Tax-Free Advantage, New Jersey Dividend Advantage, New Jersey Dividend Advantage 2, New Jersey Investment Quality, New Jersey Premium Income, Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania Investment Quality and Pennsylvania Premium Income 2; May 31, 20072008 for Connecticut Dividend Advantage, Connecticut Dividend Advantage 2, Connecticut Dividend Advantage 3, Connecticut Premium Income, Georgia Dividend Advantage, Georgia Dividend Advantage 2, Georgia Premium Income, Massachusetts Dividend Advantage, Massachusetts Premium Income, Insured Massachusetts Tax-Free Advantage, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland Dividend Advantage 3, Maryland Premium Income, Massachusetts Dividend Advantage, Massachusetts Premium Income, Insured Massachusetts


55

Tax-Free Advantage, Missouri Premium Income, North Carolina Dividend Advantage, North Carolina Dividend Advantage 2, North Carolina Dividend Advantage 3, North Carolina Premium Income, Virginia Premium Income,Dividend Advantage, Virginia Dividend Advantage 2 and Virginia Dividend Advantage 2; andPremium Income; June 30, 2008 for Tax-Advantaged Floating Rate; July 31, 20072008 for Floating Rate Income, Floating Rate Income Opportunity, Senior Income, Arizona Dividend Advantage, Arizona Dividend Advantage 2, Arizona Dividend Advantage 3, Arizona Premium Income, Michigan Dividend Advantage, Michigan Premium Income, Michigan Quality Income, Ohio Dividend Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3, Ohio Quality Income and Texas Quality Income.Income; and August 31, 2008 for California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Investment Quality, California Market Opportunity, California Value, California Performance Plus, California Premium Income, California Quality Income, California Select Quality, Insured California Dividend Advantage, Insured California Premium Income, Insured California Premium Income 2, Insured California Tax-Free Advantage.
 
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 reportand/or semi-annual report as available upon request. Such written or oral


48

requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling1-800-257-8787.
 
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 Meetings. However, if other matters are properly presented to the Annual Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of 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 Meetings.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.


56

IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
 
Kevin J. McCarthy
Vice President and Secretary

October , 20072008


4957

 

AppendixAPPENDIX A
Beneficial Ownership
 
The following table lists the dollar range of equity securities beneficially owned by each Board MemberMember/nominee in each Fund and in all Nuveen funds overseen by the Board MemberMember/nominee as of December 31, 2006.2007.
 
                                                
    Floating
   Tax-
     
Dollar Range of Equity Securities(1) 
 Floating
 Rate
   Advantaged
 Arizona
 Arizona
 
Board Member
 Rate
 Income
 Senior
 Floating
 Dividend
 Dividend
 
Nominees Income Opportunity Income Rate Advantage Advantage 2 
   
 Arizona Dividend
 Arizona Dividend
 Arizona Dividend
 Connecticut Dividend
 Connecticut Dividend
 Connecticut Dividend
 
Board Member Nominees/Board Members Advantage Advantage 2 Advantage 3 Advantage Advantage 2 Advantage 3 
 
Nominees/Board Members who are not interested persons of the Fund
Board Members/Nominees who are not interested persons of the Funds
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $0  $0  $0  $0  $0  $0   $0   $0   $0   $0   $0   $0 
Jack B. Evans $0  $0  $0  $0  $0  $0   $10,001-
50,000		   $0   $50,001-
100,000		   $0   $0   $0 
William C. Hunter $0  $0  $0  $0  $0  $0   $0   $0   $0   $0   $0   $0 
David J. Kundert $0  $0  $0  $0  $0  $0   $0   $0   $0   $0   $0   $0 
William J. Schneider $0  $0  $0  $0  $0  $0   $0   $0   $0   $0   $0   $0 
Judith M. Stockdale $0  $0  $0  $0  $0  $0   $0   $0   $0   $0   $0   $0 
Carole E. Stone(2)
 $0  $0  $0  $0  $0  $0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger $0  $0  $0  $0  $0  $0 
Carole E. Stone  $0   $0   $0   $0   $0   $0 
Terence J. Toth(1)
  $0   $0   $0   $0   $0   $0 
Board Member/Nominee who is an interested person of the Funds
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
  $0   $0   $0   $0   $0   $0 
                         
  Arizona
  Arizona
  California
  California
  California
  California
 
Board Member
 Dividend
  Premium
  Dividend
  Dividend
  Dividend
  Investment
 
Nominees Advantage 3  Income  Advantage  Advantage 2  Advantage 3  Quality 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  $0   $0   $0   $0   $0   $0 
William J. Schneider  $0   $0   $0   $0   $0   $0 
Judith M. Stockdale  $0   $0   $0   $0   $0   $0 
Carole E. Stone  $0   $0   $0   $0   $0   $0 
Terence J. Toth(1)
  $0   $0   $0   $0   $0   $0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
  $0   $0   $0   $0   $0   $0 
 
 


A-1

                         
Dollar Range of Equity Securities 
  California
     California
  California
  California
  California
 
Board Member
 Market
  California
  Performance
  Premium
  Quality
  Select
 
Nominees Opportunity  Value  Plus  Income  Income  Quality 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  $0   $0   $0   $0   $0   $0 
William J. Schneider  $0   $0   $0   $0   $0   $0 
Judith M. Stockdale  $0   $0   $0   $0   $0   $0 
Carole E. Stone  $0   $0   $0   $0   $0   $0 
Terence J. Toth(1)
  $0   $0   $0   $0   $0   $0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
  $0   $0   $0   $0   $0   $0 
 
 
                         
  Insured
  Insured
  Insured
  Insured
       
  California
  California
  California
  California
  Connecticut
  Connecticut
 
Board Member
 Dividend
  Premium
  Premium
  Tax-Free
  Dividend
  Dividend
 
Nominees Advantage  Income  Income 2  Advantage  Advantage  Advantage 2 
  
 
Robert P. Bremner  $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  $0   $0   $0   $0   $0   $0 
William J. Schneider  $0   $0   $0   $0   $0   $0 
Judith M. Stockdale  $0   $0   $0   $0   $0   $0 
Carole E. Stone  $0   $0   $0   $0   $0   $0 
Terence J. Toth(1)
  $0   $0   $0   $0   $0   $0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
  $0   $0   $0   $0   $0   $0 
 
 
 
(1)In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen funds prior to becoming a Board Member.
(2) 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 each Board Member.
(2) In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as athe Board Member.
 


A-1A-2

 

                                                                   
 
Dollar Range of Equity Securities(1) 
Dollar Range of Equity SecuritiesDollar Range of Equity Securities 
            Insured
 
         Insured
                        Florida
 
 Connecticut
 Florida
 Florida
 Insured
 Florida
 Georgia
 Georgia
 Georgia
 Maryland
 Maryland
 Maryland
  Connecticut
 Connecticut
 Florida
 Florida
 Insured
 Tax-
 
Board Member
 Premium
 Investment
 Quality
 Florida
 Tax-Free
 Dividend
 Dividend
 Premium
 Dividend
 Dividend
 Dividend
  Dividend
 Premium
 Investment
 Quality
 Florida
 Free
 
Nominees/Board Members Income Quality Income Premium Income Advantage Advantage Advantage 2 Income Advantage Advantage 2 Advantage 3 
Nominees Advantage 3 Income Quality Income Premium Income Advantage 
   
Nominees/Board Members who are not interested persons of the Fund
Board Members/Nominees who are not interested persons of the Funds
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
Jack B. Evans $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
William C. Hunter $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
David J. Kundert $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
William J. Schneider $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
Judith M. Stockdale $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
Carole E. Stone(2)
 $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
Carole E. Stone $0  $0  $0  $0  $0  $0 
Terence J. Toth(1)
 $0  $0  $0  $0  $0  $0 
Board Member/Nominee who is an interested person of the Funds
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
 $0  $0  $0  $0  $0  $0 
                         
  Georgia
  Georgia
  Georgia
  Maryland
  Maryland
  Maryland
 
Board Member
 Dividend
  Dividend
  Premium
  Dividend
  Dividend
  Dividend
 
Nominees Advantage  Advantage 2  Income  Advantage  Advantage 2  Advantage 3 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $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 $0  $0  $0  $0  $0  $0 
William J. Schneider $0  $0  $0  $0  $0  $0 
Judith M. Stockdale $0  $0  $0  $0  $0  $0 
Carole E. Stone $0  $0  $0  $0  $0  $0 
Terence J. Toth(1)
 $0  $0  $0  $0  $0  $0 
John P. Amboian(1)
 $0  $0  $0  $0  $0  $0 
 
 
 
(1)In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen funds prior to becoming a Board Member.
(2) 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 each Board Member.
(2) In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as athe Board Member.

A-2A-3

 

 
                                     
  
Dollar Range of Equity Securities(1) 
  
           Insured
                
Board Member
 Maryland
  Massachusetts
  Massachusetts
  Massachusetts
  Michigan
  Missouri
  New Jersey
  New Jersey
    
Nominees/Board
 Premium
  Dividend
  Premium
  Tax-Free
  Dividend
  Premium
  Dividend
  Dividend
    
Members Income  Advantage  Income  Advantage  Advantage  Income  Advantage  Advantage 2    
  
 
Nominees/Board Members who are not interested persons of the Fund
Robert P. Bremner $0  $0  $0  $0  $0  $0  $0  $0     
Jack B. Evans $0  $0  $0  $0  $0  $0  $0  $0     
William C. Hunter $0  $0  $0  $0  $0  $0  $0  $0     
David J. Kundert $0  $0  $0  $0  $0  $0  $0  $0     
William J. Schneider $0  $0  $0  $0  $0  $0  $0  $0     
Judith M. Stockdale $0  $0  $0  $0  $0  $0  $0  $0     
Carole E. Stone(2)
 $0  $0  $0  $0  $0  $0  $0  $0     
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger $0  $0  $0  $0  $0  $0  $0  $0     
Dollar Range of Equity Securities
                         
           Insured
       
           Massachusetts
       
  Maryland
  Massachusetts
  Massachusetts
  Tax-
  Michigan
  Michigan
 
Board Member
 Premium
  Dividend
  Premium
  Free
  Dividend
  Premium
 
Nominees Income  Advantage  Income  Advantage  Advantage  Income 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $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 $0  $0  $0  $0  $0  $0 
William J. Schneider $0  $0  $0  $0  $0  $0 
Judith M. Stockdale $0  $0  $0  $0  $0  $0 
Carole E. Stone $0  $0  $0  $0  $0  $0 
Terence J. Toth(1)
 $0  $0  $0  $0  $0  $0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
 $0  $0  $0  $0  $0  $0 
 
 
                         
        New
  New
  New
  New
 
  Michigan
  Missouri
  Jersey
  Jersey
  Jersey
  Jersey
 
Board Member
 Quality
  Premium
  Dividend
  Dividend
  Investment
  Premium
 
Nominees Income  Income  Advantage  Advantage 2  Quality  Income 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $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 $0  $0  $0  $0  $0  $0 
William J. Schneider $0  $0  $0  $0  $0  $0 
Judith M. Stockdale $0  $0  $0  $0  $0  $0 
Carole E. Stone $0  $0  $0  $0  $0  $0 
Terence J. Toth(1)
 $0  $0  $0  $0  $0  $0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
 $0  $0  $0  $0  $0  $0 
 
 
 
(1)In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen funds prior to becoming a Board Member.
(2) 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 eachthe Board Member.
(2) In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-3A-4

 

                         
Dollar Range of Equity Securities 
  North
  North
  North
  North
       
  Carolina
  Carolina
  Carolina
  Carolina
  Ohio
  Ohio
 
Board Member
 Dividend
  Dividend
  Dividend
  Premium
  Dividend
  Dividend
 
Nominees Advantage  Advantage 2  Advantage 3  Income  Advantage  Advantage 2 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(1)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
  0   0   0   0   0   0 
 
 
 
                        
Dollar Range of Equity SecuritiesDollar Range of Equity Securities 
 Ohio
 Ohio
 Pennsylvania
 Pennsylvania
 Pennsylvania
 Pennsylvania
 
Board Member
 Dividend
 Quality
 Dividend
 Dividend
 Investment
 Premium
 
Nominees Advantage 3 Income Advantage Advantage 2 Quality Income 2 
                                            
Dollar Range of Equity Securities(1)
 North
 North
 North
 North
              
Board Member
 Carolina
 Carolina
 Carolina
 Carolina
       Pennsylvania
 Pennsylvania
 Pennsylvania
 Pennsylvania
Nominees/Board
 Dividend
 Dividend
 Dividend
 Premium
 Ohio Dividend
 Ohio Dividend
 Ohio Dividend
 Dividend
 Dividend
 Investment
 Premium
Members Advantage Advantage 2 Advantage 3 Income Advantage Advantage 2 Advantage 3 Advantage Advantage 2 Quality Income 2
Nominees/Board Members who are not interested persons of the Fund
Board Members/Nominees who are not interested persons of the Funds
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0   $0   $0   $0   $0   $0   $0 
Jack B. Evans $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0   0   0   0   0   0   0 
William C. Hunter $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0   0   0   0   0   0   0 
David J. Kundert $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0   0   0   0   0   0   0 
William J. Schneider $0  $0  $0  $0  $0  $50,001-$100,000  $0  $0  $0  $0  $0       50,001-                 
  0   100,000   0   0   0   0 
Judith M. Stockdale $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0   0   0   0   0   0   0 
Carole E. Stone(2)
 $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger $0  $0  $0  $0  $0  $0  $0  $0  $0  $0  $0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(1)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
  0   0   0   0   0   0 
 
(1)In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen funds prior to becoming a Board Member.
(2) 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 eachthe Board Member.
(2) In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as a Board Member.


A-4A-5

 

                                       
Dollar Range of Equity SecuritiesDollar Range of Equity Securities 
         Aggregate Dollar
 
Dollar Range of Equity Securities(1)
         Range of Equity
 
         Aggregate Dollar
         Securities in All
 
         Range of Equity
         Registered
 
         Securities in all
         Investment
 
         Registered
         Companies
 
         Investment
         Overseen by
 
         Companies Overseen
         Board Member
 
         by Board Member
         Nominees in
 
 Texas
 Virginia
 Virginia
 Virginia
 Nominees in Family
 Texas
 Virginia
 Virginia
 Virginia
 Family of
 
Board Member
 Quality
 Dividend
 Dividend
 Premium
 of Investment
 Quality
 Dividend
 Dividend
 Premium
 Investment
 
Nominees/Board Members Income Advantage Advantage 2 Income Companies
Nominees Income Advantage Advantage 2 Income Companies(2) 
 
Nominees/Board Members who are not interested persons of the Fund
Board Members/Nominees who are not interested persons of the Funds
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $0  $0  $0  $0  Over $100,000   $0   $0   $0   $0   Over $100,000 
Jack B. Evans $0  $0  $0  $0  Over $100,000   0   0   0   0   Over $100,000 
William C. Hunter $0  $0  $0  $0  Over $100,000   0   0   0   0   Over $100,000 
David J. Kundert $0  $0  $0  $0  Over $100,000   0   0   0   0   Over $100,000 
William J. Schneider $0  $0  $0  $0  Over $100,000   0   0   0   0   Over $100,000 
Judith M. Stockdale $0  $0  $0  $0  Over $100,000   0   0   0   0   Over $100,000 
Carole E. Stone(2)
 $0  $0  $0  $0   $0   0   0   0   0   $10,001-50,000 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger $0  $0  $0  $0  Over $100,000 
Terence J. Toth(1)
  0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(1)
  0   0   0   0   Over $100,000 
 
(1)In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen funds prior to becoming a Board Member.
(2) 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 each Board Member.
(2) In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own any shares of Nuveen Funds prior to her being appointed as athe Board Member.

A-5
A-6

 

The following table sets forth, for each Board Member and Board Member Nominee and for the Board Members and OfficersBoard Member Nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2006.2007. The information as to beneficial ownership is based on statements furnished by each Board Member and Officer.officer.
 
                        
Fund Shares Owned By Board Members And Officers(1)Fund Shares Owned By Board Members And Officers(1) 
 Floating
 Floating
   Tax-
 Arizona
 Arizona
 
Board Member
 Rate
 Rate Income
 Senior
 Advantaged
 Dividend
 Dividend
 
Nominees Income Opportunity Income Floating Rate Advantage Advantage 2 
                          
Fund Shares Owned By Board Members and Officers(1)
 Arizona Dividend
 Arizona Dividend
 Arizona Dividend
 Connecticut Dividend
 Connecticut Dividend
 Connecticut Dividend
Board Member Nominees/Board Members Advantage Advantage 2 Advantage 3 Advantage Advantage 2 Advantage 3
Nominees/Board Members who are not interested persons of the Fund
Board Members/Nominees who are not interested persons of the Funds
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  0   0   0   0   0   0   $0   $0   $0   $0   $0   $0 
Jack B. Evans  0   0   0   0   0   0   1,600   0   10,000   0   0   0 
William C. Hunter  0   0   0   0   0   0   0   0   0   0   0   0 
David J. Kundert  0   0   0   0   0   0   0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0   0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0   0   0   0   0   0   0 
Carole E. Stone(2)
  0   0   0   0   0   0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  0   0   0   0   0   0 
All Board Members and Officers as a Group
  0   0   0   0   0   0   1,600   0   10,000   0   0   0 
                         
Fund Shares Owned By Board Members And Officers(1) 
  Arizona
  Arizona
  California
  California
  California
  California
 
Board Member
 Dividend
  Premium
  Dividend
  Dividend
  Dividend
  Investment
 
Nominees Advantage 3  Income  Advantage  Advantage 2  Advantage 3  Quality 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  0   0   0   0   0   0 
All Board Members and Officers as a Group
  0   0   0   0   0   0 
 
 
 
(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. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.Plan.
 
(2) In December 2006, Ms. Stone wasApril 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective January 1, 2007. Ms. StoneJune 30, 2008. Mr. Toth did not own any shares of Nuveen Fundsfunds prior to being appointed asbecoming a Board Member.


A-6A-7

 

                         
Fund Shares Owned By Board Members And Officers(1) 
  California
     California
  California
  California
  California
 
Board Member
 Market
  California
  Performance
  Premium
  Quality
  Select
 
Nominees Opportunity  Value  Plus  Income  Income  Quality 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  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)
 
        Insured
        
  Connecticut
 Florida
 Florida
 Florida
 Insured
 Georgia
 Georgia
 Georgia
Board Member
 Premium
 Investment
 Quality
 Premium
 Florida
 Dividend
 Dividend
 Premium
Nominees/Board Members Income Quality Income Income Tax-Free Advantage Advantage Advantage 2 Income
 
 
Nominees/Board Members who are not interested persons of the Fund
Robert P. Bremner  0   0   0   0   0   0   0   0 
Jack B. Evans  0   0   0   0   0   0   0   0 
William C. Hunter  0   0   0   0   0   0   0   0 
David J. Kundert  0   0   0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0   0   0 
Carole E. Stone(2)
  0   0   0   0   0   0   0   0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger  0   0   0   0   0   0   0   0 
All Board Members and
Officers as a Group
  0   0   0   0   0   0   0   0 

                         
Fund Shares Owned By Board Members And Officers(1) 
  Insured
  Insured
  Insured
  Insured
       
  California
  California
  California
  California
  Connecticut
  Connecticut
 
Board Member
 Dividend
  Premium
  Premium
  Tax-Free
  Dividend
  Dividend
 
Nominees Advantage  Income  Income 2  Advantage  Advantage  Advantage 2 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  0   0   0   0   0   0 
All Board Members and Officers as a Group
  0   0   0   0   0   0 
 
 
 
(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. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.Plan.
 
(2) In December 2006, Ms. Stone wasApril 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective January 1, 2007. Ms. StoneJune 30, 2008. Mr. Toth did not own any shares of Nuveen Fundsfunds prior to being appointed asbecoming a Board Member.


A-7A-8

 

                         
Fund Shares Owned By Board Members And Officers(1) 
              Insured
  Insured
 
  Connecticut
  Connecticut
  Florida
  Florida
  Florida
  Florida
 
Board Member
 Dividend
  Premium
  Investment
  Quality
  Premium
  Tax-Free
 
Nominees Advantage 3  Income  Quality  Income  Income  Advantage 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  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)
 
              Insured
     New
 New
  Maryland
 Maryland
 Maryland
 Maryland
 Massachusetts
 Massachusetts
 Massachusetts
 Michigan
 Missouri
 Jersey
 Jersey
Board Member
 Dividend
 Dividend
 Dividend
 Premium
 Dividend
 Premium
 Tax-Free
 Dividend
 Premium
 Dividend
 Dividend
Nominees/Board Members Advantage Advantage 2 Advantage 3 Income Advantage Income Advantage Advantage Income Advantage Advantage 2
 
 
Nominees/Board Members who are not interested persons of the Fund
Robert P. Bremner  0   0   0   0   0   0   0   0   0   0   0 
Jack B. Evans  0   0   0   0   0   0   0   0   0   0   0 
William C. Hunter  0   0   0   0   0   0   0   0   0   0   0 
David J. Kundert  0   0   0   0   0   0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0   0   0   0   0   0 
Carole E. Stone(2)
  0   0   0   0   0   0   0   0   0   0   0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger  0   0   0   0   0   0   0   0   0   0   0 
All Board Members and Officers as a Group
  0   0   0   0   0   0   0   0   0   0   0 

                         
  Georgia
  Georgia
  Georgia
  Maryland
  Maryland
  Maryland
 
Board Member
 Dividend
  Dividend
  Premium
  Dividend
  Dividend
  Dividend
 
Nominees Advantage  Advantage 2  Income  Advantage  Advantage 2  Advantage 3 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  0   0   0   0   0   0 
All Board Members and Officers as a Group
  0   0   0   0   0   0 
 
 
 
(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. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.
Plan.
 
(2) In December 2006, Ms. Stone wasApril 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective January 1, 2007. Ms. StoneJune 30, 2008. Mr. Toth did not own any shares of Nuveen Fundsfunds prior to being appointed asbecoming a Board Member.


A-8A-9

 

                         
Fund Shares Owned By Board Members And Officers(1) 
           Insured
       
  Maryland
  Massachusetts
  Massachusetts
  Massachusetts
  Michigan
  Michigan
 
Board Member
 Premium
  Dividend
  Premium
  Tax-Free
  Dividend
  Premium
 
Nominees Income  Advantage  Income  Advantage  Advantage  Income 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  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)
 
  North
 North
 North
 North
              
  Carolina
 Carolina
 Carolina
 Carolina
 Ohio
 Ohio
 Ohio
 Pennsylvania
 Pennsylvania
 Pennsylvania
 Pennsylvania
  Dividend
 Dividend
 Dividend
 Premium
 Dividend
 Dividend
 Dividend
 Dividend
 Dividend
 Investment
 Premium
Board Member Nominees/Board Members Advantage Advantage 2 Advantage 3 Income Advantage Advantage 2 Advantage 3 Advantage Advantage 2 Quality Income 2
 
 
Nominees/Board Members who are not interested persons of the Fund
Robert P. Bremner  0   0   0   0   0   0   0   0   0   0   0 
Jack B. Evans  0   0   0   0   0   0   0   0   0   0   0 
William C. Hunter  0   0   0   0   0   0   0   0   0   0   0 
David J. Kundert  0   0   0   0   0   0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   3,560   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0   0   0   0   0   0 
Carole E. Stone(2)
  0   0   0   0   0   0   0   0   0   0   0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger  0   0   0   0   0   0   0   0   0   0   0 
All Board Members and
Officers as a Group
  0   0   0   0   0   3,560   0   0   0   0   0 

                         
  Michigan
  Missouri
  New Jersey
  New Jersey
     New Jersey
 
Board Member
 Quality
  Premium
  Dividend
  Dividend
  New Jersey
  Premium
 
Nominees Income  Income  Advantage  Advantage 2  Investment Quality  Income 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  0   0   0   0   0   0 
All Board Members and Officers as a Group
  0   0   0   0   0   0 
 
 
 
(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. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.
Plan.
 
(2) In December 2006, Ms. Stone wasApril 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective January 1, 2007. Ms. StoneJune 30, 2008. Mr. Toth did not own any shares of Nuveen Fundsfunds prior to being appointed asbecoming a Board Member.


A-9A-10

 

                         
Fund Shares Owned By Board Members And Officers(1) 
  North
  North
  North
  North
       
  Carolina
  Carolina
  Carolina
  Carolina
  Ohio
  Ohio
 
Board Member
 Dividend
  Dividend
  Dividend
  Premium
  Dividend
  Dividend
 
Nominees Advantage  Advantage 2  Advantage 3  Income  Advantage  Advantage 2 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   0   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  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) 
  
  Texas
  Virginia
  Virginia
  Virginia
 
  Quality
  Dividend
  Dividend
  Premium
 
Board Member Nominees/Board Members Income  Advantage  Advantage 2  Income 
  
 
Nominees/Board Members who are not interested persons of the Fund
Robert P. Bremner  0   0   0   0 
Jack B. Evans  0   0   0   0 
William C. Hunter  0   0   0   0 
David J. Kundert  0   0   0   0 
William J. Schneider  0   0   0   0 
Judith M. Stockdale  0   0   0   0 
Carole E. Stone(2)
  0   0   0   0 
Nominee who is an interested person of the Fund
Timothy R. Schwertfeger  0   0   0   0 
All Board Members and Officers as a Group
  0   0   0   0 

                         
  Ohio
  Ohio
  Pennsylvania
  Pennsylvania
  Pennsylvania
  Pennsylvania
 
Board Member
 Dividend
  Quality
  Dividend
  Dividend
  Investment
  Premium
 
Nominees Advantage 3  Income  Advantage  Advantage 2  Quality  Income 2 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $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  0   0   0   0   0   0 
William J. Schneider  0   7,018   0   0   0   0 
Judith M. Stockdale  0   0   0   0   0   0 
Carole E. Stone  0   0   0   0   0   0 
Terence J. Toth(2)
  0   0   0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  0   0   0   0   0   0 
All Board Members and Officers as a Group
  0   7,018   0   0   0   0 
 
 
 
(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. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.
Plan.
 
(2) In December 2006, Ms. Stone wasApril 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective January 1, 2007. Ms. StoneJune 30, 2008. Mr. Toth did not own any shares of Nuveen Fundsfunds prior to being appointed asbecoming a Board Member.


A-10A-11

 

                 
Fund Shares Owned By Board Members And Officers(1) 
     Virginia
  Virginia
  Virginia
 
Board Member
 Texas
  Dividend
  Dividend
  Premium
 
Nominees Quality Income  Advantage  Advantage 2  Income 
  
 
Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner  $0   $0   $0   $0 
Jack B. Evans  0   0   0   0 
William C. Hunter  0   0   0   0 
David J. Kundert  0   0��  0   0 
William J. Schneider  0   0   0   0 
Judith M. Stockdale  0   0   0   0 
Carole E. Stone  0   0   0   0 
Terence J. Toth(2)
  0   0   0   0 
Board Member/Nominee who is an interested person of the Funds
John P. Amboian(2)
  0   0   0   0 
All Board Members and Officers as a Group
  0   0   0   0 
 
 
(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.
(2) In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen funds prior to becoming a Board Member.

A-12

 
AppendixAPPENDIX B
 
Dates Relating to Original Investment Management AgreementsNUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH FUND’S LAST FISCAL YEAR
Date Original
Date Original
Investment
Investment
Management
Date of Original
Management
Agreement was
Investment
Agreement was
Last Approved for
Management
Last Approved by
Continuance by
FundAgreementShareholdersBoard
Arizona Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Arizona Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
Arizona Dividend Advantage 3July 28, 2005July 26, 2005May 21, 2007
Connecticut Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Connecticut Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
Connecticut Dividend Advantage 3July 28, 2005July 26, 2005May 21, 2007
Connecticut Premium IncomeJuly 28, 2005July 26, 2005May 21, 2007
Florida Investment QualityJuly 28, 2005July 26, 2005May 21, 2007
Florida Quality IncomeJuly 28, 2005July 26, 2005May 21, 2007
Insured Florida Premium IncomeJuly 28, 2005July 26, 2005May 21, 2007
Insured Florida Tax-Free AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Georgia Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Georgia Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
Georgia Premium IncomeJuly 28, 2005July 26, 2005May 21, 2007
Maryland Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Maryland Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
Maryland Dividend Advantage 3July 28, 2005July 26, 2005May 21, 2007
Maryland Premium IncomeJuly 28, 2005July 26, 2005May 21, 2007
Massachusetts Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Massachusetts Premium IncomeJuly 28, 2005July 26, 2005May 21, 2007
Insured Massachusetts Tax-Free AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Michigan Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Missouri Premium IncomeJuly 28, 2005July 26, 2005May 21, 2007
New Jersey Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
New Jersey Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
North Carolina Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
North Carolina Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
North Carolina Dividend Advantage 3July 28, 2005July 26, 2005May 21, 2007
North Carolina Premium IncomeJuly 28, 2005July 26, 2005May 21, 2007
Ohio Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Ohio Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
Ohio Dividend Advantage 3July 28, 2005July 26, 2005May 21, 2007
Pennsylvania Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
                             
              Compliance, Risk
       
              Management
     Nominating
 
              and Regulatory
     and
 
  Regular
  Special
  Executive
  Dividend
  Oversight
  Audit
  Governance
 
  Board
  Board
  Committee
  Committee
  Committee
  Committee
  Committee
 
Fund Meeting  Meeting  Meeting  Meeting  Meeting  Meeting  Meeting 
  
 
Floating Rate Income  5   5   2   8   4   4   4 
Floating Rate Income Opportunity  5   5   2   8   4   4   4 
Senior Income  5   5   1   8   4   4   4 
Tax-Advantaged Floating Rate  4   12   2   8   4   4   5 
Arizona Dividend Advantage  5   9   1   8   4   4   4 
Arizona Dividend Advantage 2  5   9   1   8   4   4   4 
Arizona Dividend Advantage 3  5   9   1   8   4   4   4 
Arizona Premium Income  5   9   1   8   4   4   4 
California Dividend Advantage  4   9   1   7   4   4   4 
California Dividend Advantage 2  4   9   1   7   4   4   4 
California Dividend Advantage 3  4   9   1   7   4   4   4 
California Investment Quality  4   9   2   7   4   4   4 
California Market Opportunity  4   9   1   7   4   4   4 
California Value  4   9   1   7   4   4   4 
California Performance Plus  4   9   2   7   4   4   4 
California Premium Income  4   9   1   7   4   4   4 
California Quality Income  4   9   2   7   4   4   4 
California Select Quality  4   9   2   7   4   4   4 
Insured California Dividend Advantage  4   9   2   7   4   4   4 
Insured California Premium Income  4   9   1   7   4   4   4 
Insured California Premium Income 2  4   9   1   7   4   4   4 
Insured California Tax-Free Advantage  4   9   1   7   4   4   4 
Connecticut Dividend Advantage  4   15   1   7   4   4   6 
Connecticut Dividend Advantage 2  4   15   1   7   4   4   6 


B-1

 

Date Original
Date Original
Investment
Investment
Management
Date of Original
Management
Agreement was
Investment
Agreement was
Last Approved for
Management
Last Approved by
Continuance by
FundAgreementShareholdersBoard
Pennsylvania Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
Pennsylvania Investment QualityJuly 28, 2005July 26, 2005May 21, 2007
Pennsylvania Premium Income 2July 28, 2005July 26, 2005May 21, 2007
Texas Quality IncomeJuly 28, 2005July 26, 2005May 21, 2007
Virginia Dividend AdvantageJuly 28, 2005July 26, 2005May 21, 2007
Virginia Dividend Advantage 2July 28, 2005July 26, 2005May 21, 2007
Virginia Premium IncomeJuly 28, 2005July 26, 2005May 21, 2007
                             
              Compliance, Risk
       
              Management
     Nominating
 
              and Regulatory
     and
 
  Regular
  Special
  Executive
  Dividend
  Oversight
  Audit
  Governance
 
  Board
  Board
  Committee
  Committee
  Committee
  Committee
  Committee
 
Fund Meeting  Meeting  Meeting  Meeting  Meeting  Meeting  Meeting 
  
 
Connecticut Dividend Advantage 3  4   15   1   7   4   4   6 
Connecticut Premium Income  4   15   1   7   4   4   6 
Florida Investment Quality  4   14   1   7   4   4   6 
Florida Quality Income  4   14   1   7   4   4   6 
Insured Florida Premium Income  4   14   1   7   4   4   6 
Insured Florida Tax-Free Advantage  4   14   1   7   4   4   6 
Georgia Dividend Advantage  4   15   1   7   4   4   6 
Georgia Dividend Advantage 2  4   15   1   7   4   4   6 
Georgia Premium Income  4   15   1   7   4   4   6 
Maryland Dividend Advantage  4   15   1   7   4   4   6 
Maryland Dividend Advantage 2  4   15   1   7   4   4   6 
Maryland Dividend Advantage 3  4   15   1   7   4   4   6 
Maryland Premium Income  4   15   1   7   4   4   6 
Massachusetts Dividend Advantage  4   15   1   7   4   4   6 
Massachusetts Premium Income  4   15   1   7   4   4   6 
Insured Massachusetts Tax-Free Advantage  4   15   1   7   4   4   6 
Michigan Dividend Advantage  5   9   1   8   4   4   4 
Michigan Premium Income  5   9   1   8   4   4   4 
Michigan Quality Income  5   9   1   8   4   4   4 
Missouri Premium Income  4   15   1   7   4   4   6 
New Jersey Dividend Advantage  4   14   1   7   4   4   6 
New Jersey Dividend Advantage 2  4   14   1   7   4   4   6 
New Jersey Investment Quality  4   14   1   7   4   4   6 
New Jersey Premium Income  4   14   1   7   4   4   6 
North Carolina Dividend Advantage  4   15   1   7   4   4   6 
North Carolina Dividend Advantage 2  4   15   1   7   4   4   6 
North Carolina Dividend Advantage 3  4   15   1   7   4   4   6 
North Carolina Premium Income  4   15   1   7   4   4   6 
Ohio Dividend Advantage  5   9   1   8   4   4   4 
Ohio Dividend Advantage 2  5   9   1   8   4   4   4 


B-2

                             
              Compliance, Risk
       
              Management
     Nominating
 
              and Regulatory
     and
 
  Regular
  Special
  Executive
  Dividend
  Oversight
  Audit
  Governance
 
  Board
  Board
  Committee
  Committee
  Committee
  Committee
  Committee
 
Fund Meeting  Meeting  Meeting  Meeting  Meeting  Meeting  Meeting 
  
 
Ohio Dividend Advantage 3  5   9   1   8   4   4   4 
Ohio Quality Income  5   9   1   8   4   4   4 
Pennsylvania Dividend Advantage  4   14   1   7   4   4   6 
Pennsylvania Dividend Advantage 2  4   14   1   7   4   4   6 
Pennsylvania Investment Quality  4   14   1   7   4   4   6 
Pennsylvania Premium Income 2  4   14   1   7   4   4   6 
Texas Quality Income  5   9   1   8   4   4   4 
Virginia Dividend Advantage  4   15   1   7   4   4   6 
Virginia Dividend Advantage 2  4   15   1   7   4   4   6 
Virginia Premium Income  4   15   1   7   4   4   6 
 
 


B-3

 

Appendix C
 
FORM OF INVESTMENT MANAGEMENT AGREEMENTNUVEEN FUND BOARD
AGREEMENT made this [     ] day of [     ], by and between <NAME OF FUND>, a <ENTITY’S STATE OF ORGANIZATION> (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).
W I T N E S S E T H
In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objective and policies and limitations, and to administer the Fund’s affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Fund for the period and upon the terms herein set forth. The investment of the Fund’s assets shall be subject to the Fund’s policies, restrictions and limitations with respect to securities investments as set forth in the Fund’s then current registration statement under the Investment Company Act of 1940, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered closed-end, diversified management investment companies.
The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund, to permit any of its officers or employees to serve without compensation as trustees or officers of the Fund if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent of the Fund.
2. For the services and facilities described in Section 1, the Fund will pay to the Adviser, at the end of each calendar month, an investment management fee equal to the sum of a Fund-Level Fee and a Complex-Level Fee.
A. The Fund Level Fee shall be computed by applying the following annual rate to the average total daily net assets of the Fund:
Average Total Daily Net Assets(1)Rate
<SCHEDULE>
B. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to an annual fee schedule


C-1

that results in the following effective Complex-Level Fee rate at each specified Complex-Level Asset level:
     
Complex-Level Asset Breakpoint Level
 Effective Rate at Breakpoint Level
 
($ million) (%) 
 
55,000  0.2000 
56,000  0.1996 
57,000  0.1989 
60,000  0.1961 
63,000  0.1931 
66,000  0.1900 
71,000  0.1851 
76,000  0.1806 
80,000  0.1773 
91,000  0.1691 
125,000  0.1599 
200,000  0.1505 
250,000  0.1469 
300,000  0.1445 
C. “Eligible Funds”, for purposes of this Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the adviser’s parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the fund’s adviser’s rights under the management agreement for such fund, will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on acase-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of Eligible Funds and, if so, whether there would be a basis for any adjustments to the complex-level breakpoints.
D. For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.
3. The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Fund, as trustees, officers or agents of the Fund, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.
4. Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Fund are, or may be, interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as trustees, officers or agents.


C-2

5. The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
6. The Adviser currently manages other investment accounts and funds, including those with investment objectives similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for the Fund may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Fund and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund and such other accounts and funds, the size of investment commitments generally held by the Fund and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts and funds.
7. This Agreement shall continue in effect until [August 1, 2008], unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of 1940.
This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by the Fund or by the Adviser upon no less than sixty (60) days’ written notice to the other party. The Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.
This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 2, earned prior to such termination.
8. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.
9. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.


C-3

10. The Fund’s Declaration of Trust is on file with the Secretary of the <ENTITY’S STATE OF ORGANIZATION>. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.
11. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 10 hereof which shall be construed in accordance with the laws of <ENTITY’S STATE OF ORGANIZATION>) the laws of the State of Illinois.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the day and year above written.
<NAME OF FUND>
by: 
[Title]
Attest:
     [Title]
NUVEEN ASSET MANAGEMENT
by: 
[Title]
Attest:
     [Title]


C-4

Appendix D
Complex-Level Fee Rates(1)
Effective Rate at
Complex Daily Net Assets
Complex Daily Net
Breakpoint LevelAssets
First $55 billion0.2000%
$56 billion0.1996%
$57 billion0.1989%
$60 billion0.1961%
$63 billion0.1931%
$66 billion0.1900%
$71 billion0.1851%
$76 billion0.1806%
$80 billion0.1773%
$91 billion0.1691%
$125 billion0.1599%
$200 billion0.1505%
$250 billion0.1469%
$300 billion0.1445%
Fund-Level Fee Rates, Aggregate
Management Fees Paid and Net Assets
               
  
       Fees Paid to the
    
  Fund Average
    Adviser During Last
  Net Assets as of
 
Fund Daily Net Assets Fee Rate  Fiscal Year  6/30/07 
  
 
Arizona Dividend Advantage For the first $125 million  0.4500% $[     ]  $34,402,935 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Arizona Dividend Advantage 2 For the first $125 million  0.4500% $[     ]  $54,376,758 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        


D-1

               
  
       Fees Paid to the
    
  Fund Average
    Adviser During Last
  Net Assets as of
 
Fund Daily Net Assets Fee Rate  Fiscal Year  6/30/07 
  
 
Arizona Dividend Advantage 3 For the first $125 million  0.4500% $[     ]  $65,466,256 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Connecticut Dividend Advantage For the first $125 million  0.4500% $367,813  $57,005,432 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Connecticut Dividend Advantage 2 For the first $125 million  0.4500% $332,100  $51,384,549 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Connecticut Dividend Advantage 3 For the first $125 million  0.4500% $602,555  $93,478,515 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Connecticut Premium Income For the first $125 million  0.4500% $739,815  $114,395,328 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        

D-2

               
  
       Fees Paid to the
    
  Fund Average
    Adviser During Last
  Net Assets as of
 
Fund Daily Net Assets Fee Rate  Fiscal Year  6/30/07 
  
 
Florida Investment Quality For the first $125 million  0.4500% $[     ]  $375,998,970 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Florida Quality Income For the first $125 million  0.4500% $[     ]  $329,757,419 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Insured Florida Premium Income For the first $125 million  0.4500% $[     ]  $327,107,005 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Insured Florida Tax-Free Advantage For the first $125 million  0.4500% $[     ]  $84,067,329 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Georgia Dividend Advantage For the first $125 million  0.4500% $281,000  $43,502,518 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Georgia Dividend Advantage 2 For the first $125 million  0.4500% $630,122  $98,006,830 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        

D-3

               
  
       Fees Paid to the
    
  Fund Average
    Adviser During Last
  Net Assets as of
 
Fund Daily Net Assets Fee Rate  Fiscal Year  6/30/07 
  
 
Georgia Premium Income For the first $125 million  0.4500% $532,562  $82,559,194 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Maryland Dividend Advantage For the first $125 million  0.4500% $595,639  $92,455,360 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Maryland Dividend Advantage 2 For the first $125 million  0.4500% $601,122  $93,286,998 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Maryland Dividend Advantage 3 For the first $125 million  0.4500% $744,410  $115,562,640 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Maryland Premium Income For the first $125 million  0.4500% $1,483,239  $232,014,002 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Massachusetts Dividend Advantage For the first $125 million  0.4500% $281,997  $43,688,489 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        

D-4

               
  
       Fees Paid to the
    
  Fund Average
    Adviser During Last
  Net Assets as of
 
Fund Daily Net Assets Fee Rate  Fiscal Year  6/30/07 
  
 
Massachusetts Premium Income For the first $125 million  0.4500% $660,465  $102,407,666 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Insured Massachusetts Tax-Free For the first $125 million  0.4500% $383,427  $59,433,627 
Advantage For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Michigan Dividend Advantage For the first $125 million  0.4500% $[     ]  $46,313,589 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Missouri Premium Income For the first $125 million  0.4500% $313,236  $48,349,047 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
New Jersey Dividend Advantage For the first $125 million  0.4500% $[     ]  $144,622,276 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
New Jersey Dividend Advantage 2 For the first $125 million  0.4500% $[     ]  $101,951,544 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        

D-5

               
  
       Fees Paid to the
    
  Fund Average
    Adviser During Last
  Net Assets as of
 
Fund Daily Net Assets Fee Rate  Fiscal Year  6/30/07 
  
 
North Carolina Dividend Advantage For the first $125 million  0.4500% $323,088  $49,983,848 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
North Carolina Dividend Advantage 2 For the first $125 million  0.4500% $533,695  $82,687,117 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
North Carolina Dividend Advantage 3 For the first $125 million  0.4500% $540,003  $83,757,653 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
North Carolina Premium Income For the first $125 million  0.4500% $882,150  $136,779,785 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Ohio Dividend Advantage For the first $125 million  0.4500% $[     ]  $93,891,437 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Ohio Dividend Advantage 2 For the first $125 million  0.4500% $[     ]  $69,552,814 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Ohio Dividend Advantage 3 For the first $125 million  0.4500% $[     ]  $48,561,084 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        

D-6

               
  
       Fees Paid to the
    
  Fund Average
    Adviser During Last
  Net Assets as of
 
Fund Daily Net Assets Fee Rate  Fiscal Year  6/30/07 
  
 
Pennsylvania Dividend Advantage For the first $125 million  0.4500% $[     ]  $74,757,459 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Pennsylvania Dividend Advantage 2 For the first $125 million  0.4500% $[     ]  $84,012,416 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Pennsylvania Investment Quality For the first $125 million  0.4500% $[     ]  $372,282,287 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Pennsylvania Premium Income 2 For the first $125 million  0.4500% $[     ]  $343,587,543 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
               
Texas Quality Income For the first $125 million  0.4500% $[     ]  $209,747,824 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        

D-7

               
  
       Fees Paid to the
    
  Fund Average
    Adviser During Last
  Net Assets as of
 
Fund Daily Net Assets Fee Rate  Fiscal Year  6/30/07 
  
 
Virginia Dividend Advantage For the first $125 million  0.4500% $452,789  $70,202,980 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Virginia Dividend Advantage 2 For the first $125 million  0.4500% $819,744  $127,199,309 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For net assets $2 billion and over  0.3750%        
               
Virginia Premium Income For the first $125 million  0.4500% $1,250,000  $194,772,186 
  For the next $125 million  0.4375%        
  For the next $250 million  0.4250%        
  For the next $500 million  0.4125%        
  For the next $1 billion  0.4000%        
  For the next $3 billion  0.3875%        
  For net assets $5 billion and over  0.3750%        
 
 
(1) Prior to August 20, 2007, the complex-level fee rates were based on the following schedule:
Effective Rate at
Complex Daily Net Assets
Complex Daily Net
Breakpoint LevelAssets
First $55 billion0.2000%
$56 billion0.1996%
$57 billion0.1989%
$60 billion0.1961%
$63 billion0.1931%
$66 billion0.1900%
$71 billion0.1851%
$76 billion0.1806%
$80 billion0.1773%
$91 billion0.1698%
$125 billion0.1617%
$200 billion0.1536%
$250 billion0.1509%
$300 billion0.1499%

D-8

Appendix E
Officers and Directors of Nuveen Asset Management (“NAM”)
NamePrincipal Occupation
John P. AmboianChief Executive Officer and Director of Nuveen Investments, Inc. and Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc., and Nuveen Investments Holdings, Inc.
Peter H. D’ArrigoVice President and Treasurer of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc. and Nuveen Investments Holdings, Inc.; Assistant Treasurer of NWQ Investments Management Company, LLC; Treasurer of Santa Barbara Asset Management, LLC; Vice President and Treasurer of funds in Nuveen Fund complex.
William M. FitzgeraldManaging Director of Nuveen Asset Management; Vice President of Nuveen Investments Advisers Inc.; Vice President of funds in Nuveen fund complex.
Sherri A. HlavacekVice President and Corporate Controller of Nuveen Asset Management, Nuveen Investments, Inc., Nuveen Investments, LLC, Rittenhouse Asset Management, Inc. and Nuveen Investments Holdings, Inc.
Mary E. KeefeManaging Director of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Asset Management, Nuveen Investments, LLC, Nuveen Investments Advisers Inc., HydePark Investment Strategies, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Rittenhouse Asset Management, Inc.
John L. MacCarthySenior Vice President and Secretary of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc; Nuveen Investments Holdings, Inc.; Nuveen Investments Advisers Inc., NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC; Assistant Secretary of NWQ Investment Management Company, LLC and Tradewinds Global Investors, LLC; Secretary of Symphony Asset Management LLC and Santa Barbara Asset Management, LLC.
Larry W. MartinVice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Investments, Inc. and Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Asset Management and Nuveen Investments Advisers Inc.; Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of funds in Nuveen fund complex.
Kevin J. McCarthyVice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investments Advisers Inc., Nuveen Investments Institutional Services Group LLC, Rittenhouse Asset Management; Vice President and Secretary of funds in Nuveen fund complex.
Timothy R. SchwertfegerDirector and Non-Executive Chairman of Nuveen Investments, Inc.; Chairman of Nuveen Investments Advisers, Inc.; Chairman of the Board and Board Member of funds in Nuveen fund complex
Glenn R. RichterExecutive Vice President, Chief Administrative Officer of Nuveen Investments, Inc.; Executive Vice President of Nuveen Asset Management, Nuveen Investments, LLC and Nuveen Investments Holdings, Inc.; Chief Administrative Officer of NWQ Holdings, LLC.
Gifford R. ZimmermanManaging Director and Assistant Secretary of Nuveen Investments, LLC and Nuveen Asset Management; Managing Director and Assistant Secretary of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc.; Managing Director and Assistant Secretary of Rittenhouse Asset Management, Inc.; Chief Administrative Officer of funds in Nuveen fund complex.


E-1

Appendix F
Beneficial Owners of More Than 5% of Fund Shares
Name and Address
Title of
of Beneficial
Number of
Percent of
FundClassOwnerShares OwnedClass
%
%
%
%


F-1

Appendix G
Number of Board and Committee Meetings
Held During Each Fund’s Last Fiscal Year
                             
          Compliance
    
          Risk
    
          Management
    
          and
   Nominating
          Regulatory
   and
      Executive
 Dividend
 Oversight
 Audit
 Governance
  Regular Board
 Special Board
 Committee
 Committee
 Committee
 Committee
 Committee
Fund
 Meeting Meeting Meeting Meeting Meeting Meeting Meeting
 
Arizona Dividend Advantage                            
Arizona Dividend Advantage 2                            
Arizona Dividend Advantage 3                            
Connecticut Dividend Advantage  4   5   0   4   4   4   4 
Connecticut Dividend Advantage 2  4   5   0   4   4   4   4 
Connecticut Dividend Advantage 3  4   5   0   4   4   4   4 
Connecticut Premium Income  4   5   0   4   4   4   4 
Florida Investment Quality  4   5   0   3   4   4   4 
Florida Quality Income  4   5   0   3   4   4   4 
Insured Florida Premium Income  4   5   0   3   4   4   4 
Insured Florida Tax-Free Advantage  4   5   0   3   4   4   4 
Georgia Dividend Advantage  4   5   0   4   4   4   4 
Georgia Dividend Advantage 2  4   5   0   4   4   4   4 
Georgia Premium Income  4   5   0   4   4   4   4 
Maryland Dividend Advantage  4   5   0   4   4   4   4 
Maryland Dividend Advantage 2  4   5   0   4   4   4   4 
Maryland Dividend Advantage 3  4   5   0   4   4   4   4 
Maryland Premium Income  4   5   0   4   4   4   4 
Massachusetts Dividend Advantage  4   5   0   4   4   4   4 
Massachusetts Premium Income  4   5   0   4   4   4   4 
Insured Massachusetts Tax-Free Advantage  4   5   0   4   4   4   4 
Michigan Dividend Advantage                            
Missouri Premium Income  4   5   0   4   4   4   4 
New Jersey Dividend Advantage  4   5   0   3   4   4   4 
New Jersey Dividend Advantage 2  4   5   0   3   4   4   4 
North Carolina Dividend Advantage  4   5   0   4   4   4   4 
North Carolina Dividend Advantage 2  4   5   0   4   4   4   4 
North Carolina Dividend Advantage 3  4   5   0   4   4   4   4 
North Carolina Premium Income  4   5   0   4   4   4   4 
Ohio Dividend Advantage                            
Ohio Dividend Advantage 2                            
Ohio Dividend Advantage 3                            
Pennsylvania Dividend Advantage  4   5   0   3   4   4   4 
Pennsylvania Dividend Advantage 2  4   5   0   3   4   4   4 
Pennsylvania Investment Quality  4   5   0   3   4   4   4 
Pennsylvania Premium Income 2  4   5   0   3   4   4   4 
Texas Quality Income                            
Virginia Dividend Advantage  4   5   0   4   4   4   4 
Virginia Dividend Advantage 2  4   5   0   4   4   4   4 
Virginia Premium Income  4   5   0   4   4   4   4 


G-1

Appendix H
Nuveen Fund Board
Audit Committee CharterAUDIT COMMITTEE CHARTER
 
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 exchanges on which shares of the Funds are listed, 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;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.
 
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


H-1C-1

 

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. These 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.A. 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.B. 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)(sas) No. 90, Audit Committee Communications (which amended SASsas 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.C. Discussing with management the Funds’ press releases regarding financial results and dividends, as well as financial information and earnings guidance provided to 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.D. Discussing with management and the independent auditors (a) significant financial reporting issues and judgments made in connection with the preparation and presentation


H-2C-2

 

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 managementand/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 GAAPgaap methods on the financial statements.
 
5.E. Discussing with management and the independent auditors the effect of regulatory and accounting initiatives on the Funds’ financial statements.
 
6.F. Reviewing and discussing reports, both written and oral, from the independent auditorsand/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.G. 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.H. 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.A. 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 disagreements between Fund management and the independent auditor regarding financial reporting).
 
2.B. 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


C-3

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


H-3

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.C. 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.D. 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.E. 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).
 
6.F. 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.G. 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.


C-4

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


H-4

 
With respect to any internal auditor:
 
1.A. 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.B. 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.A. 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 Committeeand/or the Board of Directors/Trustees, as appropriate.
 
2.B. Performing all duties assigned to it under the Funds’ Pricing Procedures, as such may be amended from time to time.
 
3.C. 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.D. 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, NAVnav 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.E. Evaluating, as it deems necessary or appropriate, the performance of any pricing agent and recommend changes thereto to the full Board.
 
6.F. 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 appropriate, propose to managementand/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.G. 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.


C-5

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


H-5

9.I. 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.A. 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.B. Receiving and reviewing periodic or special reports issued on exposure/controls, irregularities and control failures related to the Funds.
 
 3.C. 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.D. Reviewing the reports of examinations by regulatory authorities as they relate to financial statement matters.
 
 5.E. 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.F. Obtaining reports from management with respect to the Funds’ policies and procedures regarding compliance with applicable laws and regulations.
 
 7.G. 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.H. Performing any special reviews, investigations or oversight responsibilities requested by the Board.
 
 9.I. 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.J. Undertaking an annual review of the performance of the Audit Committee.
 
11.K. 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


C-6

investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the Funds, as well as employees of the Funds.


H-6

 
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.


H-7

[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.comNFZ-MDP1007

C-7

 

(NUVEEN INVESTMENTS LOGO)(NUVEEN INVESTMENTS LOGO)
Nuveen Investments• 333 West Wacker Dr.•
Chicago IL 60606
www.nuveen.com
999 999 999 999 99(Arrow)
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 1-888--and follow the recorded instructions.
 
2. On the Internet atwww.proxyweb.com, and follow the simple instructions.
 
3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope.


FUND NAME PRINTS HERE
COMMON SHARES		THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 18, 2008
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 12, 2007


The Annual Meeting of shareholders will be held Friday, October 12, 2007Tuesday, November 18, 2008 at 10:00: a.m. Central time, in the 31st Floor31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.Illinois, 60606. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on October 12, 2007,November 18, 2008, 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 AT (888) 221-0697 -OR OVER THE INTERNET (www.proxyweb.comwww.proxyweb com).

      
ê¯                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.


ê¯ ê¯ ETF-MA-A-MMNCU-NTC-NQF-NUF-NPG-
NMY-NMT-NNC-NTX-NPV-
NOM-NQP-NPY

 

 

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, “FOR” approval of the new investment management agreement and “FOR” the ratification of the independent registered public accounting firm.each proposal.
     
ꯠPlease fill in box(es) as shown using black or blue ink or number 2 pencil.ýx ê
  PLEASE DO NOT USE FINE POINT PENS. ¯
         
1c.Election of Board Members:FORWITHHOLD  
Class II:NOMINEESAUTHORITY
(01) John P. Amboianlisted at leftto vote for all
(02) David J. Kundert(except asnominees
(03) Terence J. Tothmarked to thelisted at left
contrary)
oo
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided above.) FOR AGAINST ABSTAIN
         
1.2a. To approve a newthe elimination of the Fund’s fundamental policies relating to investments in municipal securities and below investment management agreement between each Fund and Nuveen Asset Management (“NAM”), each Fund’s investment adviser.grade securities. o o o
         
2b. To approve the new fundamental policy relating to investments in municipal securities. FOR NOMINEES listed at left (except as marked to the contrary)o WITHHOLD AUTHORITY to vote for all nominees listed at left o o
         
2.2c. ElectionTo approve the elimination of Board Members:the Fund’s fundamental policy relating to commodities. o o o
         
2d. Class I:
(1) Judith M. StockdaleTo approve the new fundamental policy relating to commodities. o o 
(2) Carole E. Stoneo
         
(INSTRUCTION: 2e.To withhold authority to vote for any individual nominee(s), writeapprove the number(s)elimination of the nominee(s) on the line provided above.)Fund’s fundamental policies relating to derivatives and short sales. o o o
         
FORAGAINSTABSTAIN
3.2f. To ratifyapprove the selectionelimination of Ernst & Young LLP as the independent registered public accounting firm for the current fiscal year.Fund’s fundamental policy prohibiting investment in other investment companies. o o o
         
4. To transact such other business as may properly come before the Annual Meeting.      
êê ETF-MA-A-MM
PLEASE SIGN ON REVERSE SIDE
¯¯

 

 

(NUVEEN INVESTMENTS LOGO)(NUVEEN INVESTMENTS LOGO)
Nuveen Investments• 333 West Wacker Dr.•
Chicago IL 60606
www.nuveen.com
999 999 999 999 99(Arrow)
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-888-221-0697 1-888--and follow the recorded instructions.
 
2. On the Internet atwww.proxyweb.com, and follow the simple instructions.
 
3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope.


FUND NAME PRINTS HERE
MUNIPREFERRED
FUND NAME PRINTS HERE
PREFERRED SHARES		THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 18, 2008
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 12, 2007


The Annual Meeting of shareholders will be held Friday, October 12, 2007Tuesday, November 18, 2008 at 10:00: a.m. Central time, in the 31st Floor31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.Illinois, 60606. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on October 12, 2007,November 18, 2008, 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 AT (888) 221-0697 -OR OVER THE INTERNET (www.proxyweb.comwww.proxyweb com).

      
ê¯                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.


ê¯ ê¯ ETF-MA-A-P-MMNCU-NTC-NQF-NUF-NPG-
NMY-NMT-NNC-NTX-NPV-
NOM-NQP-NPY

 

 

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, “FOR” approval of the new investment management agreement and “FOR” the ratification of the independent registered public accounting firm.each proposal.
     
ꯠPlease fill in box(es) as shown using black or blue ink or number 2 pencil.ýx ê
  PLEASE DO NOT USE FINE POINT PENS. ¯
           
1c. Election of Board Members:   FOR AGAINSTWITHHOLD ABSTAIN
Class II:Preferred Shares Only:NOMINEESAUTHORITY
(01) John P. Amboian(04) William C. Hunterlisted at leftto vote for all
(02) David J. Kundert(05) William J. Schneider(except asnominees
(03) Terence J. Tothmarked to thelisted at
      contrary) 
1.To approve a new investment management agreement between each Fund and Nuveen Asset Management (“NAM”), each Fund’s investment adviser.ooo
left  
           
      FOR NOMINEES listed at left (except as marked to the contrary)¨ WITHHOLD AUTHORITY to vote for all nominees listed at left¨  
       
2.Election of Board Members:
  
Class I:Preferred Shares Only
(01) Judith M. Stockdale(03) William J. Schneider
(02) Carole E. Stone(04) Timothy R. Schwertfegeroo
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.above.)
 FOR AGAINST ABSTAIN
           
3.2a. To ratifyapprove the selectionelimination of Ernst & Young LLP as the independent registered public accounting firm for the current fiscal year.Fund’s fundamental policies relating to investments in municipal securities and below investment grade securities. o¨ o¨ o¨
2b.To approve the new fundamental policy relating to investments in municipal securities.¨¨¨
2c.To approve the elimination of the Fund’s fundamental policy relating to commodities.¨¨¨
2d.To approve the new fundamental policy relating to commodities.¨¨¨
2e.To approve the elimination of the Fund’s fundamental policies relating to derivatives and short sales.¨¨¨
2f.To approve the elimination of the Fund’s fundamental policy prohibiting investment in other investment companies.¨¨¨
           
4. To transact such other business as may properly come before the Annual Meeting.      
PLEASE SIGN ON REVERSE SIDE
¯ ¯
   
êPLEASE SIGN ON REVERSE SIDEETF-MA-A-P-MM      ê