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

SCHEDULE 14A

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

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

Check the appropriate box:

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

NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

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

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

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2) Aggregate number of securities to which transaction applies:

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

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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

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<Table>

NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois 60606
NOVEMBER 17, 2004 (800) 257-8787
</Table>

October 18, 2004

NUVEEN FLOATING RATE INCOME FUND (JFR)

NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC)

NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC)

NUVEEN QUALITY PREFERRED INCOME FUND (JTP)

NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS)

NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP)

NUVEEN SENIOR INCOME FUND (NSL)

NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ)

NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR)

NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)

NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ)

NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)

NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)

NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)

NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)

NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)

NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)

NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)

NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)

NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)

NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)

NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)

NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC)

NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK)

NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO)

NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC)

NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)

NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)

NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)

NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)

NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX)

NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG)

NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG)

NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM)

NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR)

NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI)

NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY)

NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)

NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)

NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)

NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)

NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)

NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)

NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)

NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)

NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)

NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)

NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)

NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB)

NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO)

NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII)

NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC)

NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI)

NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ)

NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ)

NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO)

NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)

NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)

NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)

NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)

NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)

NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)

NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)

NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Floating Rate Income Fund ("Floating Rate"), Nuveen Preferred and Convertible
Income Fund ("Preferred Convertible"), Nuveen Preferred and Convertible Income
Fund 2 ("Preferred Convertible 2"), Nuveen Quality Preferred Income Fund
("Quality Preferred"), Nuveen Quality Preferred Income Fund 2 ("Quality
Preferred 2"), Nuveen Quality Preferred Income Fund 3 ("Quality Preferred 3"),
Nuveen Senior Income Fund ("Senior Income"), Nuveen Arizona Dividend Advantage
Municipal Fund, Nuveen Arizona Dividend Advantage Municipal Fund 2, Nuveen
Arizona Dividend Advantage Municipal Fund 3, Nuveen California Premium Income
Municipal Fund, Nuveen California Dividend Advantage Municipal Fund, Nuveen
California Dividend Advantage Municipal Fund 2, Nuveen California Dividend
Advantage Municipal Fund 3, Nuveen Insured California

Dividend Advantage Municipal Fund, Nuveen Insured California Tax-Free Advantage
Municipal Fund, Nuveen Connecticut Dividend Advantage Municipal Fund, Nuveen
Connecticut Dividend Advantage Municipal Fund 2, Nuveen Connecticut Dividend
Advantage Municipal Fund 3, Nuveen Connecticut Premium Income Municipal Fund,
Nuveen Insured Florida Tax-Free Advantage Municipal Fund, Nuveen Insured Florida
Premium Income Municipal Fund, Nuveen Florida Investment Quality Municipal Fund,
Nuveen Florida Quality Income Municipal Fund, Nuveen Georgia Dividend Advantage
Municipal Fund, Nuveen Georgia Dividend Advantage Municipal Fund 2, Nuveen
Georgia Premium Income Municipal Fund, Nuveen Maryland Dividend Advantage
Municipal Fund, Nuveen Maryland Dividend Advantage Municipal Fund 2, Nuveen
Maryland Dividend Advantage Municipal Fund 3, Nuveen Maryland Premium Income
Municipal Fund, Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund,
Nuveen Massachusetts Dividend Advantage Municipal Fund, Nuveen Massachusetts
Premium Income Municipal Fund, Nuveen Michigan Dividend Advantage Municipal
Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen New Jersey Dividend
Advantage Municipal Fund, Nuveen New Jersey Dividend Advantage Municipal Fund 2,
Nuveen North Carolina Dividend Advantage Municipal Fund, Nuveen North Carolina
Dividend Advantage Municipal Fund 2, Nuveen North Carolina Dividend Advantage
Municipal Fund 3, Nuveen North Carolina Premium Income Municipal Fund, Nuveen
Ohio Dividend Advantage Municipal Fund, Nuveen Ohio Dividend Advantage Municipal
Fund 2, Nuveen Ohio Dividend Advantage Municipal Fund 3, Nuveen Pennsylvania
Dividend Advantage Municipal Fund, Nuveen Pennsylvania Dividend Advantage
Municipal Fund 2, Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen
Pennsylvania Investment Quality Municipal Fund, Nuveen Texas Quality Income
Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund, Nuveen
Virginia Dividend Advantage Municipal Fund 2 and Nuveen Virginia Premium Income
Municipal Fund, each a Massachusetts business trust, and Nuveen Arizona Premium
Income Municipal Fund, Inc., Nuveen California Municipal Value Fund, Inc.
("California Value"), Nuveen California Performance Plus Municipal Fund, Inc.,
Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen California
Investment Quality Municipal Fund, Inc., Nuveen California Select Quality
Municipal Fund, Inc., Nuveen California Quality Income Municipal Fund, Inc.,
Nuveen Insured California Premium Income Municipal Fund, Inc., Nuveen Insured
California Premium Income Municipal Fund 2, Inc., Nuveen Michigan Premium Income
Municipal Fund, Inc., Nuveen Michigan Quality Income Municipal Fund, Inc.,
Nuveen New Jersey Investment Quality Municipal Fund, Inc., Nuveen New Jersey
Premium Income Municipal Fund, Inc. and Nuveen Ohio Quality Income Municipal
Fund, Inc., each a Minnesota corporation (individually, a "Fund" and
collectively, the "Funds"), will be held in the Embassy Room of the Mandarin
Oriental Hotel, 222 Sansome Street, San Francisco, California 94104-2792, on
Wednesday, November 17, 2004, at 8:30 a.m., San Francisco time (for each Fund,
an "Annual Meeting"), for the following purposes and to transact such other
business, if any, as may properly come before the Annual Meeting.

MATTERS TO BE VOTED ON BY SHAREHOLDERS:

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

a. For each Fund, except California Value, to elect seven (7) Board
Members to serve until the next Annual Meeting and until their successors
shall have been duly elected and qualified.

i) five (5) Board Members to be elected by the holders of Common
Shares and Taxable Auctioned Preferred Shares for Senior Income;
FundPreferred shares for

Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality
Preferred, Quality Preferred 2 and Quality Preferred 3; and Municipal
Auction Rate Cumulative Preferred Shares for each other Fund
(collectively, "Preferred Shares"), voting together as a single class;
and

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

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

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

Shareholders of record at the close of business on September 23, 2004 are
entitled to notice of and to vote at the Annual Meeting.

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

Jessica R. Droeger
Vice President and Secretary

<Table>

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

October 18, 2004

NUVEEN FLOATING RATE INCOME FUND (JFR)

NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC)

NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC)

NUVEEN QUALITY PREFERRED INCOME FUND (JTP)

NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS)

NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP)

NUVEEN SENIOR INCOME FUND (NSL)

NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ)

NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR)

NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)

NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ)

NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)

NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)

NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)

NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)

NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)

NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)

NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)

NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)

NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)

NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)

NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)

NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC)

NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK)

NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO)

NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC)

NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)

NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)

NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)

NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)

NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX)

NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG)

NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG)

NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM)

NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR)

NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI)

NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY)

NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)

NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)

NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)

NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)

NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)

NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)

NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)

NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)

NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)

NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)

NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)

NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB)

NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO)

NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII)

NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC)

NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI)

NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ)

NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ)

NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO)

NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)

NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)

NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)

NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)

NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)

NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)

NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)

NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees (each a "Board" and collectively, the
"Boards," and each Director or Trustee a "Board Member" and collectively, the
"Board Members") of each of Nuveen Floating Rate Income Fund ("Floating Rate"),
Nuveen Preferred and Convertible Income Fund ("Preferred Convertible"), Nuveen
Preferred and Convertible Income Fund 2 ("Preferred Convertible 2"), Nuveen
Quality Preferred Income Fund ("Quality Preferred"), Nuveen Quality Preferred
Income Fund 2 ("Quality Preferred 2"), Nuveen Quality Preferred Income Fund 3
("Quality Preferred 3"), Nuveen Senior Income Fund ("Senior Income"), Nuveen
Arizona Dividend Advantage Municipal Fund ("Arizona Dividend"), Nuveen Arizona
Dividend Advantage Municipal Fund 2 ("Arizona Dividend 2"), Nuveen Arizona
Dividend Advantage Municipal Fund 3 ("Arizona Dividend 3"), Nuveen California
Premium Income Municipal Fund ("California Premium"), Nuveen California Dividend
Advantage Municipal Fund ("California Dividend"), Nuveen California Dividend
2

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

Dividend 2, Arizona Dividend 3 and Arizona Premium are collectively the "Arizona
Funds"), Nuveen California Municipal Value Fund, Inc. ("California Value"),
Nuveen California Performance Plus Municipal Fund, Inc. ("California
Performance"), Nuveen California Municipal Market Opportunity Fund, Inc.
("California Opportunity"), Nuveen California Investment Quality Municipal Fund,
Inc. ("California Investment"), Nuveen California Select Quality Municipal Fund,
Inc. ("California Select"), Nuveen California Quality Income Municipal Fund,
Inc. ("California Quality"), Nuveen Insured California Premium Income Municipal
Fund, Inc. ("Insured California"), Nuveen Insured California Premium Income
Municipal Fund 2, Inc. ("Insured California 2") (California Value, California
Performance, California Opportunity, California Investment, California Select,
California Quality, Insured California, Insured California 2, California
Premium, California Dividend, California Dividend 2, California Dividend 3,
Insured California Dividend and Insured California Tax-Free are collectively the
"California Funds"), Nuveen Michigan Premium Income Municipal Fund, Inc.
("Michigan Premium"), Nuveen Michigan Quality Income Municipal Fund, Inc.
("Michigan Quality") (Michigan Dividend, Michigan Premium and Michigan Quality
are collectively the "Michigan Funds"), Nuveen New Jersey Investment Quality
Municipal Fund, Inc. ("New Jersey Investment"), Nuveen New Jersey Premium Income
Municipal Fund, Inc. ("New Jersey Premium") (New Jersey Dividend, New Jersey
Dividend 2, New Jersey Investment and New Jersey Premium are collectively the
"New Jersey Funds") and Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio
Quality") (Ohio Dividend, Ohio Dividend 2, Ohio Dividend 3 and Ohio Quality are
collectively the "Ohio Funds"), each a Minnesota corporation (collectively, the
"Minnesota Corporations") (the Massachusetts Business Trusts and Minnesota
Corporations are each a "Fund" and collectively, the "Funds"), of proxies to be
voted at the Annual Meeting of Shareholders to be held in the Embassy Room of
the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco, California
94104-2792, on Wednesday, November 17, 2004, at 8:30 a.m., San Francisco time
(for each Fund, an "Annual Meeting" and collectively, the "Annual Meetings"),
and at any and all adjournments thereof.

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

This Joint Proxy Statement is first being mailed to shareholders on or about
October 18, 2004.

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:

<Table>
<Caption>
-------------------------------------------------------------------------------
COMMON PREFERRED
MATTER SHARES SHARES(1)
-------------------------------------------------------------------------------

1a(i). Election of five (5) Board Members by all X X
shareholders (except California Value).
a(ii). Election of two (2) Board Members by Preferred X
Shares only (except California Value).
b. Election of three (3) Board Members for X N/A
California Value by all shareholders.
-------------------------------------------------------------------------------
</Table>

(1) Taxable Auctioned Preferred Shares for Senior Income; FundPreferred
shares for Floating Rate, Preferred Convertible, Preferred Convertible
2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3; and
Municipal Auction Rate Cumulative Preferred Shares for each other Fund
are referred to as "Preferred Shares."

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

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

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

shares "voted" and, for the purpose of meeting the 10% test, abstentions will
not be treated as shares "voted" against the item.

Those persons who were shareholders of record at the close of business on
September 23, 2004 will be entitled to one vote for each share held. As of
September 23, 2004, the shares of the Funds issued and outstanding were as
follows:

<Table>
<Caption>
- ----------------------------------------------------------------
TICKER COMMON
FUND SYMBOL* SHARES PREFERRED SHARES
- ----------------------------------------------------------------

Floating JFR 47,197,566 Series M 4,000
Rate Series T 4,000
Series W 4,000
Series F 4,000
Preferred JPC 100,123,177 Series M 4,720
Convertible Series T 4,720
Series W 4,720
Series TH 4,720
Series F 4,720
Series F2 4,720
Preferred JQC 141,007,000 Series M 3,860
Convertible 2 Series M2 3,860
Series T 3,860
Series T2 3,860
Series W 3,860
Series W2 3,860
Series TH 3,860
Series TH2 3,860
Series F 3,860
Series F2 3,860
Quality JTP 64,452,463 Series M 3,520
Preferred Series T 3,520
Series W 3,520
Series TH 3,520
Series F 3,520
Quality JPS 119,541,842 Series M 4,800
Preferred 2 Series T 4,800
Series T2 4,000
Series W 4,800
Series TH 4,800
Series TH2 4,000
Series F 4,800
Quality JHP 23,642,721 Series M 3,320
Preferred 3 Series TH 3,320
Senior Income NSL 29,785,238 Series TH 1,840
Arizona Dividend NFZ 1,544,244 Series T 480
Arizona Dividend 2 NKR 2,419,878 Series W 740
</Table>

Arizona Dividend 3 NXE 3,067,243 Series M 880
Arizona Premium NAZ 4,450,430 Series TH 1,200
California Value NCA 25,241,808 N/A
California NCP 12,965,742 Series T 1,800
Performance Series W 640
Series F 1,800
California NCO 8,154,681 Series W 2,200
Opportunity Series F 520
California NQC 13,580,232 Series M 3,600
Investment Series W 880
California NVC 23,096,654 Series T 2,400
Select Series W 1,680
Series TH 3,600
California NUC 21,999,728 Series M 1,400
Quality Series W 3,000
Series F 3,000
Insured California NPC 6,444,462 Series T 1,800
Insured NCL 12,703,093 Series T 1,900
California 2 Series TH 1,900
California Premium NCU 5,774,216 Series M 1,720
California NAC 23,412,013 Series TH 3,500
Dividend Series F 3,500
California NVX 14,790,660 Series M 2,200
Dividend 2 Series F 2,200
California NZH 24,112,833 Series M 3,740
Dividend 3 Series TH 3,740
Insured NKL 15,259,759 Series T 2,360
California Dividend Series F 2,360
Insured California NKX 5,883,301 Series TH 1,800
Tax-Free
</Table>

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

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

Connecticut Dividend NFC 2,560,045 Series T 780
Connecticut Dividend NGK 2,308,226 Series W 700
2
Connecticut Dividend NGO 4,348,855 Series F 1,280
3
Connecticut Premium NTC 5,328,990 Series TH 1,532
Insured Florida NWF 3,881,364 Series W 1,160
Tax-Free
Insured NFL 14,365,771 Series W 1,640
Florida Premium Series TH 2,800
Florida NQF 16,552,596 Series T 3,080
Investment Series F 2,200
Florida NUF 14,287,006 Series M 1,700
Quality Series TH 1,700
Series F 1,280
Georgia Dividend NZX 1,959,759 Series M 600
Georgia Dividend 2 NKG 4,553,660 Series F 1,320
Georgia Premium NPG 3,791,168 Series TH 1,112
Maryland Dividend NFM 4,163,250 Series M 1,280
Maryland Dividend 2 NZR 4,171,390 Series F 1,280
Maryland Dividend 3 NWI 5,359,275 Series T 1,560
Maryland NMY 10,595,110 Series W 1,404
Premium Series TH 1,760
Insured Massachusetts NGX 2,715,925 Series W 820
Tax-Free
Massachusetts NMB 1,948,570 Series T 600
Dividend
Massachusetts Premium NMT 4,732,617 Series TH 1,360
Michigan Dividend NZW 2,060,133 Series W 640
Michigan NMP 7,736,663 Series M 840
Premium Series TH 1,400
</Table>

Michigan NUM 11,674,873 Series TH 3,200
Quality Series F 560
Missouri Premium NOM 2,250,071 Series TH 640
New Jersey Dividend NXJ 6,554,816 Series T 1,920
New Jersey Dividend 2 NUJ 4,509,839 Series W 1,380
New NQJ 20,408,432 Series M 3,200
Jersey Series TH 2,000
Investment Series F 1,280
New NNJ 12,039,329 Series T 624
Jersey Series W 1,440
Premium Series TH 1,600
North Carolina NRB 2,250,601 Series T 680
Dividend
North Carolina NNO 3,736,394 Series F 1,120
Dividend 2
North Carolina NII 3,922,600 Series W 1,120
Dividend 3
North Carolina NNC 6,325,684 Series TH 1,872
Premium
Ohio Dividend NXI 4,229,077 Series W 1,240
Ohio Dividend 2 NBJ 3,115,908 Series F 960
Ohio Dividend 3 NVJ 2,157,564 Series T 660
Ohio NUO 9,672,082 Series M 680
Quality Series TH 1,400
Series TH2 1,000
Pennsylvania Dividend NXM 3,299,790 Series T 1,000
Pennsylvania Dividend NVY 3,724,790 Series M 1,140
2
Pennsylvania NPY 15,774,977 Series M 844
Premium 2 Series TH 2,080
Series F 1,800
</Table>

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

Pennsylvania NQP 16,301,498 Series T 880
Investment Series W 2,400
Series TH 2,000
Texas NTX 9,474,191 Series M 760
Quality Series TH 2,000
Virginia Dividend NGB 3,121,788 Series W 960
</Table>

Virginia Dividend 2 NNB 5,700,114 Series M 1,680
Virginia NPV 8,850,648 Series T 832
Premium Series TH 1,720
</Table>

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

ELECTION OF BOARD MEMBERS

GENERAL

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

A. FOR EACH FUND EXCEPT CALIFORNIA VALUE:

(i) Five (5) Board Members are to be elected by holders of Common Shares
and Preferred Shares, voting together as a single class. Board Members
Bremner, Brown, Evans, Hunter and Stockdale are nominees for election
by all shareholders.

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

B. FOR CALIFORNIA VALUE: The Board of California Value has designated Board
Members Brown and Schwertfeger as Class I Board Members, and as nominees for
Board Members for a term expiring at the annual meeting of shareholders in
2007, and until their successors have been duly elected and qualified. The
Board of California Value has designated Board Member Hunter as a Class II
Board Member, and as a nominee for a term expiring at the annual meeting of
shareholders in 2005. The remaining Board Members Bremner, Evans, Schneider
and Stockdale are current and continuing Board Members. The Board of
California Value has designated Board Members Bremner, Evans, Schneider and
Stockdale as continuing Class III Board Members for terms that expire in
2006.

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

Under each Fund's retirement policy for Board Members who are not "interested"
persons of the Fund, as defined in the Investment Company Act of 1940, as
amended ("1940 Act"), ("Independent Board Members"), which provides that
Independent Board Members will retire at the earlier of age 72 or after board
service of 15 years, former Board Members Thomas E. Leafstrand and Sheila W.
Wellington retired on June 30, 2004 and will therefore not stand for
re-election. In addition, former Board Members Anne E. Impellizzeri, William L.
Kissick and Peter R. Sawers, who did not reached the age or service period at
which retirement would be called for under the retirement policy, also retired
on June 30, 2004 and will therefore not stand for re-election. Former Board
Member William E. Bennett, who also did not reach the age or service period at
which retirement would be called for under the retirement policy, resigned
effective April 30, 2004 and will therefore not stand for re-election.

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

Except for California Value, Floating Rate and Preferred Convertible 2, all of
the Board Member nominees except Board Member Hunter were last elected to each
Fund's Board at the 2003 annual meeting of shareholders. Mr. Hunter was
appointed on February 15, 2004 and May 16, 2004 to the Boards of the Minnesota
Corporations and Massachusetts Business Trusts, respectively. Mr. Hunter is
presented in this Joint Proxy Statement as a nominee for election by
shareholders. Mr. Hunter was nominated by the nominating and governance
committee of each Fund Board. Board Members Bremner, Evans, Schneider and
Stockdale were last elected as Class III members of the Board of California
Value at the 2003 annual meeting of shareholders. Board Members Brown and
Schwertfeger were last elected as Class I members of the Board of California
Value at the 2001 annual meeting of shareholders. This is the first Annual
Meeting of Floating Rate and Preferred Convertible 2. The continuing Board
Member nominees of Floating Rate and Preferred Convertible 2 were elected by the
initial shareholder of the Fund, Nuveen Institutional Advisory Corp. ("NIAC"),
on March 10, 2004 and June 24, 2003, respectively.

Other than Mr. Schwertfeger, none of the Board Member nominees has ever been a
director or an employee of Nuveen Investments, Inc. ("Nuveen"), the Advisers'
parent company, or any affiliate.

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

BOARD NOMINEES

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

Nominees who are not interested
persons of the Fund
- --------------------------------
Robert P. Bremner Board Term: Annual Length Private Investor and 145 N/A
c/o Nuveen Member of Service: Since Management Consultant.
Investments, Inc. 1996
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
Lawrence H. Brown Board Term: Annual Length Retired (1989) as 145 See Principal
c/o Nuveen Member of Service: Since Senior Vice President Occupation
Investments, Inc. 1993 of The Northern Trust Description
333 West Wacker Drive Company; Director,
Chicago, IL 60606 Community Advisory
(7/29/34) Board for Highland Park
and Highwood, United
Way of the North Shore
(since 2002).
Jack B. Evans Board Term: Annual Length President, The 145 See Principal
c/o Nuveen Member of Service: Since Hall-Perrine Occupation
Investments, Inc. 1999 Foundation, a private Description
333 West Wacker Drive philanthropic
Chicago, IL 60606 corporation, (since
(10/22/48) 1996); Director and
Vice Chairman, United
Fire & Casualty
Company; formerly,
Director, Alliant
Energy; formerly,
Director, Federal
Reserve Bank of
Chicago; previously,
President and Chief
Operating Officer, SCI
Financial Group, Inc.,
a regional financial
services firm.
</Table>

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

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

** Length of Service indicates the year in which the individual became a Trustee
or Director of a fund in the Nuveen
fund complex. Mr. Hunter has served as a Trustee or Director of each Fund
since February 15, 2004 and May 16,
2004 for the Boards of the Minnesota Corporations and Massachusetts Business
Trusts, respectively.

William C. Hunter Board Term: Annual Length Dean and Distinguished 145 See Principal
c/o Nuveen Member of Service: Since Professor of Finance, Occupation
Investments, Inc. 2004 School of Business at Description
333 West Wacker Drive the University of
Chicago, IL 60606 Connecticut;
(3/6/48) previously, Senior Vice
President and Director
of Research at the
Federal Reserve Bank of
Chicago (1995-2003);
Director, Credit
Research Center at
Georgetown University;
Director of Xerox
Corporation (since
2004).
William J. Schneider Board Term: Annual Length Senior Partner and 145 See Principal
c/o Nuveen Member of Service: Since Chief Operating Occupation
Investments, Inc. 1996 Officer, Miller- Description
333 West Wacker Drive Valentine Group, Vice
Chicago, IL 60606 President,
(9/24/44) Miller-Valentine
Realty, a construction
company; Director,
Chair of the Finance
Committee and Member of
the Audit Committee of
Premier Health
Partners; President of
the Dayton Philharmonic
Orchestra Association;
formerly, Chair, Miami
Valley Hospital;
Director and Immediate
Past Chair, Dayton
Development Coalition;
formerly, Member,
Community Advisory
Board, National City
Bank, Dayton, Ohio; and
Business Advisory
Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale Board Term: Annual Length Executive Director, 145 N/A
c/o Nuveen Member of Service: Since Gaylord and Dorothy
Investments, Inc. 1997 Donnelley Foundation
333 West Wacker Drive (since 1994); prior
Chicago, IL 60606 thereto, Executive
(12/29/47) Director, Great Lakes
Protection Fund (1990-
1994).
</Table>

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

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

Nominee who is an interested
person of the Fund
- --------------------------------------------------------------------------------------------------------------------------------

*Timothy R. Schwertfeger Chairman of Term: Annual Length Chairman and Director 145 See Principal
333 West Wacker Drive the Board of Service: Since (since 1996) of Nuveen Occupation
Chicago, IL 60606 and Board 1996 Investments, Inc. and Description
(3/28/49) Member Nuveen Investments,
LLC; Director (since
1992) and Chairman
(since 1996) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;
Chairman and Director
(since 1997) of Nuveen
Asset Management, Inc.;
Director (since 1996)
of Institutional
Capital Corporation;
Chairman and Director
(since 1999) of
Rittenhouse Asset
Management, Inc.;
Chairman of Nuveen
Investments Advisers,
Inc. (since 2002).
</Table>

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

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

BENEFICIAL OWNERSHIP

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

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------
FLOATING PREFERRED PREFERRED QUALITY QUALITY QUALITY
BOARD MEMBER NOMINEES RATE CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3
- ------------------------------------------------------------------------------------------------------------------

Robert P. Bremner................ $0 $10,001- $0 $0 $0 $0
$50,000
Lawrence H. Brown................ 0 $10,001- 0 $10,001- $10,001- $10,001-
$50,000 $50,000 $50,000 $50,000
Jack B. Evans.................... 0 0 0 0 0 0
William C. Hunter................ 0 0 0 0 0 0
William J. Schneider............. $10,001- $10,001- 0 0 0 0
$50,000 $50,000
Timothy R. Schwertfeger.......... 0 $1- 0 0 Over 0
$10,000 $100,000
Judith M. Stockdale.............. 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- -------------------------------------------------------------------------------------------------------------
SENIOR ARIZONA ARIZONA ARIZONA ARIZONA CALIFORNIA
BOARD MEMBER NOMINEES INCOME DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM VALUE
- -------------------------------------------------------------------------------------------------------------

Robert P. Bremner..................... $0 $0 $0 $0 $0 $0
Lawrence H. Brown..................... $1- 0 0 0 0 0
$10,000
Jack B. Evans......................... 0 0 0 0 0 0
William C. Hunter..................... 0 0 0 0 0 0
William J. Schneider.................. 0 0 0 0 0 0
Timothy R. Schwertfeger............... Over 0 0 0 0 0
$100,000
Judith M. Stockdale................... 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- -------------------------------------------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA INSURED
BOARD MEMBER NOMINEES PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY CALIFORNIA
- -------------------------------------------------------------------------------------------------------------------

Robert P. Bremner.................. $0 $0 $0 $0 $0 $0
Lawrence H. Brown.................. 0 0 0 0 0 0
Jack B. Evans...................... 0 0 0 0 0 0
William C. Hunter.................. 0 0 0 0 0 0
William J. Schneider............... 0 0 0 0 0 0
Timothy R. Schwertfeger............ 0 0 0 0 0 0
Judith M. Stockdale................ 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- --------------------------------------------------------------------------------------------------------------------
INSURED
INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND
- --------------------------------------------------------------------------------------------------------------------

Robert P. Bremner................... $0 $0 $0 $0 $0 $0
Lawrence H. Brown................... 0 0 0 0 0 0
Jack B. Evans....................... 0 0 0 0 0 0
William C. Hunter................... 0 0 0 0 0 0
William J. Schneider................ 0 0 0 0 0 0
Timothy R. Schwertfeger............. 0 0 0 0 0 0
Judith M. Stockdale................. 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------
INSURED INSURED
CALIFORNIA CONNECTICUT CONNECTICUT CONNECTICUT CONNECTICUT FLORIDA
BOARD MEMBER NOMINEES TAX-FREE DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE
- ------------------------------------------------------------------------------------------------------------------

Robert P. Bremner................. $0 $0 $0 $0 $0 $0
Lawrence H. Brown................. 0 0 0 0 0 0
Jack B. Evans..................... 0 0 0 0 0 0
William C. Hunter................. 0 0 0 0 0 0
William J. Schneider.............. 0 0 0 0 0 0
Timothy R. Schwertfeger........... 0 0 0 0 0 0
Judith M. Stockdale............... 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------
INSURED
FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA GEORGIA
BOARD MEMBER NOMINEES PREMIUM INVESTMENT QUALITY DIVIDEND DIVIDEND 2 PREMIUM
- ------------------------------------------------------------------------------------------------------------

Robert P. Bremner........................ $0 $0 $0 $0 $0 $0
Lawrence H. Brown........................ 0 0 0 0 0 0
Jack B. Evans............................ 0 0 0 0 0 0
William C. Hunter........................ 0 0 0 0 0 0
William J. Schneider..................... 0 0 0 0 0 0
Timothy R. Schwertfeger.................. 0 0 0 0 0 0
Judith M. Stockdale...................... 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------------------
INSURED
MARYLAND MARYLAND MARYLAND MARYLAND MASSACHUSETTS MASSACHUSETTS
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE DIVIDEND
- ---------------------------------------------------------------------------------------------------------------

Robert P. Bremner.............. $0 $0 $0 $0 $0 $0
Lawrence H. Brown.............. 0 0 0 0 0 0
Jack B. Evans.................. 0 0 0 0 0 0
William C. Hunter.............. 0 0 0 0 0 0
William J. Schneider........... 0 0 0 0 0 0
Timothy R. Schwertfeger........ 0 0 0 0 0 0
Judith M. Stockdale............ 0 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------
MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI NEW JERSEY
BOARD MEMBER NOMINEES PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM DIVIDEND
- ------------------------------------------------------------------------------------------------------------

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- --------------------------------------------------------------------------------------------------------------
NORTH NORTH NORTH
NEW JERSEY NEW JERSEY NEW JERSEY CAROLINA CAROLINA CAROLINA
BOARD MEMBER NOMINEES DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- --------------------------------------------------------------------------------------------------------------

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------------
NORTH
CAROLINA OHIO OHIO OHIO OHIO PENNSYLVANIA
BOARD MEMBER NOMINEES PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 QUALITY DIVIDEND
- ---------------------------------------------------------------------------------------------------------

Robert P. Bremner............... $0 $0 $0 $0 $0 $0
Lawrence H. Brown............... 0 0 0 0 0 0
Jack B. Evans................... 0 0 0 0 0 0
William C. Hunter............... 0 0 0 0 0 0
William J. Schneider............ 0 0 0 0 0 0
Timothy R. Schwertfeger......... 0 0 0 0 0 0
Judith M. Stockdale............. 0 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------
PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES DIVIDEND 2 PREMIUM 2 INVESTMENT
- ------------------------------------------------------------------------------------------------------

Robert P. Bremner........................................ $ 0 $ 0 $ 0
Lawrence H. Brown........................................ 0 0 0
Jack B. Evans............................................ 0 0 0
William C. Hunter........................................ 0 0 0
William J. Schneider..................................... 0 0 0
Timothy R. Schwertfeger.................................. 0 0 0
Judith M. Stockdale...................................... 0 0 0
- ------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
BOARD MEMBER NOMINEES
TEXAS VIRGINIA VIRGINIA VIRGINIA IN FAMILY OF INVESTMENT
BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM COMPANIES(1)
- ---------------------------------------------------------------------------------------------------------

Over $100,000)
Robert P. Bremner............... $0 $0 $0 $0 (32,453 shares
Over $100,000)
Lawrence H. Brown............... 0 0 0 0 (19,787 shares
Over $100,000)
Jack B. Evans................... 0 0 0 0 (16,674 shares
$10,001-$50,000)
William C. Hunter............... 0 0 0 0 (1,722 shares
Over $100,000)
William J. Schneider............ 0 0 0 0 (66,534 shares
Over $100,000)
Timothy R. Schwertfeger......... 0 0 0 0 (744,731 shares
Over $100,000)
Judith M. Stockdale............. 0 0 0 0 (7,464 shares
- ---------------------------------------------------------------------------------------------------------
</Table>

(1) 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.

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

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------------------------------------------
FLOATING PREFERRED PREFERRED QUALITY QUALITY QUALITY
BOARD MEMBER NOMINEES RATE CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3
- --------------------------------------------------------------------------------------------------------------------

Robert P. Bremner.................. 0 3,500 0 0 0 0
Lawrence H. Brown.................. 0 1,000 0 1,000 1,000 1,000
Jack B. Evans...................... 0 0 0 0 0 0
William C. Hunter.................. 0 0 0 0 0 0
William J. Schneider............... 1,000 1,000 0 0 0 0
Timothy R. Schwertfeger............ 0 220 0 0 50,000 0
Judith M. Stockdale................ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS A
GROUP............................ 1,000 7,720 1,000 1,103 51,300 1,000
- --------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------------------------------
SENIOR ARIZONA ARIZONA ARIZONA ARIZONA CALIFORNIA
BOARD MEMBER NOMINEES INCOME DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM VALUE
- -------------------------------------------------------------------------------------------------------------

Robert P. Bremner...................... 0 0 0 0 0 0
Lawrence H. Brown...................... 1,000 0 0 0 0 0
Jack B. Evans.......................... 0 0 0 0 0 0
William C. Hunter...................... 0 0 0 0 0 0
William J. Schneider................... 0 0 0 0 0 0
Timothy R. Schwertfeger................ 49,000 0 0 0 0 0
Judith M. Stockdale.................... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS A
GROUP................................ 54,525 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA INSURED
BOARD MEMBER NOMINEES PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY CALIFORNIA
- -------------------------------------------------------------------------------------------------------------------

Robert P. Bremner.................. 0 0 0 0 0 0
Lawrence H. Brown.................. 0 0 0 0 0 0
Jack B. Evans...................... 0 0 0 0 0 0
William C. Hunter.................. 0 0 0 0 0 0
William J. Schneider............... 0 0 0 0 0 0
Timothy R. Schwertfeger............ 0 0 0 0 0 0
Judith M. Stockdale................ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS A
GROUP............................ 0 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------------
</Table>

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

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------------------------------------------
INSURED
INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND
- --------------------------------------------------------------------------------------------------------------------

Robert P. Bremner................... 0 0 0 0 0 0
Lawrence H. Brown................... 0 0 0 0 0 0
Jack B. Evans....................... 0 0 0 0 0 0
William C. Hunter................... 0 0 0 0 0 0
William J. Schneider................ 0 0 0 0 0 0
Timothy R. Schwertfeger............. 0 0 0 0 0 0
Judith M. Stockdale................. 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS A
GROUP............................. 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------------
INSURED INSURED
CALIFORNIA CONNECTICUT CONNECTICUT CONNECTICUT CONNECTICUT FLORIDA
BOARD MEMBER NOMINEES TAX-FREE DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE
- ------------------------------------------------------------------------------------------------------------------

Robert P. Bremner................. 0 0 0 0 0 0
Lawrence H. Brown................. 0 0 0 0 0 0
Jack B. Evans..................... 0 0 0 0 0 0
William C. Hunter................. 0 0 0 0 0 0
William J. Schneider.............. 0 0 0 0 0 0
Timothy R. Schwertfeger........... 0 0 0 0 0 0
Judith M. Stockdale............... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS
A GROUP......................... 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------
INSURED
FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA GEORGIA
BOARD MEMBER NOMINEES PREMIUM INVESTMENT QUALITY DIVIDEND DIVIDEND 2 PREMIUM
- ------------------------------------------------------------------------------------------------------------

Robert P. Bremner........................ 0 0 0 0 0 0
Lawrence H. Brown........................ 0 0 0 0 0 0
Jack B. Evans............................ 0 0 0 0 0 0
William C. Hunter........................ 0 0 0 0 0 0
William J. Schneider..................... 0 0 0 0 0 0
Timothy R. Schwertfeger.................. 0 0 0 0 0 0
Judith M. Stockdale...................... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS A
GROUP.................................. 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------------------------------------
INSURED
MARYLAND MARYLAND MARYLAND MARYLAND MASSACHUSETTS MASSACHUSETTS
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE DIVIDEND
- ---------------------------------------------------------------------------------------------------------------

Robert P. Bremner.............. 0 0 0 0 0 0
Lawrence H. Brown.............. 0 0 0 0 0 0
Jack B. Evans.................. 0 0 0 0 0 0
William C. Hunter.............. 0 0 0 0 0 0
William J. Schneider........... 0 0 0 0 0 0
Timothy R. Schwertfeger........ 0 0 0 0 0 0
Judith M. Stockdale............ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP................... 0 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------
MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI NEW JERSEY
BOARD MEMBER NOMINEES PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM DIVIDEND
- ------------------------------------------------------------------------------------------------------------

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------------------------------------
NORTH NORTH NORTH
NEW JERSEY NEW JERSEY NEW JERSEY CAROLINA CAROLINA CAROLINA
BOARD MEMBER NOMINEES DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- --------------------------------------------------------------------------------------------------------------

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------------------------------------
NORTH
CAROLINA OHIO OHIO OHIO OHIO PENNSYLVANIA
BOARD MEMBER NOMINEES PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 QUALITY DIVIDEND
- ---------------------------------------------------------------------------------------------------------------

Robert P. Bremner..................... 0 0 0 0 0 0
Lawrence H. Brown..................... 0 0 0 0 0 0
Jack B. Evans......................... 0 0 0 0 0 0
William C. Hunter..................... 0 0 0 0 0 0
William J. Schneider.................. 0 0 0 0 0 0
Timothy R. Schwertfeger............... 0 0 0 0 0 0
Judith M. Stockdale................... 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS A
GROUP............................... 0 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------------------
</Table>

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

Robert P. Bremner........................................ 0 0 0
Lawrence H. Brown........................................ 0 0 0
Jack B. Evans............................................ 0 0 0
William C. Hunter........................................ 0 0 0
William J. Schneider..................................... 0 0 0
Timothy R. Schwertfeger.................................. 0 0 0
Judith M. Stockdale...................................... 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS A GROUP................ 0 0 0
- ------------------------------------------------------------------------------------------------------
</Table>

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

Robert P. Bremner........................................ 0 0 0 0
Lawrence H. Brown........................................ 0 0 0 0
Jack B. Evans............................................ 0 0 0 0
William C. Hunter........................................ 0 0 0 0
William J. Schneider..................................... 0 0 0 0
Timothy R. Schwertfeger.................................. 0 0 0 0
Judith M. Stockdale...................................... 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS AS A GROUP................ 0 0 0 0
- ------------------------------------------------------------------------------------------------------
</Table>

On July 31, 2004, Board Members and executive officers as a group beneficially
owned 1,013,278 common shares of all funds managed by Nuveen Advisory Corp.
("NAC") and NIAC (collectively, the "Advisers") (includes Deferred Units and
shares held by the executive officers in Nuveen's 401(k)/profit sharing plan).
Each Board Member's individual beneficial shareholdings of each Fund constitute
less than 1% of the outstanding shares of each Fund. As of July 31, 2004, the
Board Members and executive officers as a group beneficially owned less than 1%
of the outstanding common shares of each Fund. As of September 23, 2004, no
shareholder beneficially owned more than 5% of any class of shares of any Fund.

Board Member Schwertfeger sold 330,950 shares of Class A Stock of Nuveen on the
New York Stock Exchange since June 1, 2003. Mr. Schwertfeger received $9,483,036
in exchange for his shares of Nuveen.

COMPENSATION

For all Nuveen funds overseen, Independent Board Members receive a $65,000
annual retainer plus (a) a fee of $2,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled board meeting; (c) a fee
of $1,000 per day for attendance in person at an audit committee meeting where
in-person attendance is required and $500 per day for attendance by telephone or
in person where in-person attendance is not required; (d) a fee of $500 per day
for attendance in person or by telephone for a meeting of the dividend
committee; and (e) a fee of $500 per day for attendance in person at all other
committee meetings on a day on which no regularly scheduled board meeting is
held in which in-person attendance is required and $250 per day for attendance
by telephone or in person at such meetings where in-person attendance is not
required (except that the executive committees acting as the pricing committee
will receive $100 per day), plus, in each case, expenses incurred in attending
such meetings. In addition to the payments described above, the chairperson of
each committee of the Board (except the dividend committee and executive
committee) shall receive $5,000 to be paid as an addition to the annual retainer
paid to such individuals. When ad hoc committees are organized, the Board may
provide for additional compensation to be paid to the members of such
committees. The annual retainer, fees and expenses are allocated among the funds
managed by each Fund's adviser, NAC or NIAC (as applicable), 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. As noted above, former
Board Members Impellizzeri, Kissick and Sawers retired on June 30, 2004. These
three Board Members received a payment of $75,000 at the time of their
retirement as partial compensation for the earnings they would have received if
they had continued as Independent Board Members until the time specified in the
current retirement policy. The Board Member affiliated with Nuveen and the
Advisers serves without any compensation from the Funds.

The boards of certain Nuveen funds (the "Participating Funds") established a
Deferred Compensation Plan for Independent Board Members ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to

defer at least a portion of his or her fees. The funds that are Participating
Funds under the Deferred Compensation Plan are Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3,
Senior Income, California Value, California Performance, California Investment,
California Select, California Quality, Insured California 2, California
Dividend, California Dividend 2, California Dividend 3, Insured California
Dividend, Insured Florida Premium, Florida Investment, Florida Quality, Michigan
Quality, New Jersey Investment, New Jersey Premium, Pennsylvania Premium 2 and
Pennsylvania Investment.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Advisers, 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 NAC
("NAC Funds") and NIAC ("NIAC Funds") for the calendar year ended 2003. 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.

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
BOARD MEMBER FLOATING PREFERRED PREFERRED QUALITY QUALITY QUALITY
NOMINEES RATE CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3
- --------------------------------------------------------------------------------------------------------------------

Robert P. Bremner.................. $528 $4,227 $5,719 $2,528 $4,857 $948
Lawrence H. Brown.................. 464 4,203 5,697 2,513 4,828 943
Jack B. Evans...................... 438 4,215 5,688 2,664 5,120 995
William C. Hunter.................. 408 1,549 2,119 966 1,858 363
William J. Schneider............... 419 4,232 5,586 2,528 4,859 942
Judith M. Stockdale................ 411 3,853 5,091 2,426 4,662 906
- --------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
BOARD MEMBER SENIOR ARIZONA ARIZONA ARIZONA ARIZONA CALIFORNIA
NOMINEES INCOME DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM VALUE
- -------------------------------------------------------------------------------------------------------------

Robert P. Bremner....................... $526 $77 $121 $142 $202 $502
Lawrence H. Brown....................... 523 77 120 142 202 502
Jack B. Evans........................... 553 64 100 118 168 471
William C. Hunter....................... 205 25 39 46 66 179
William J. Schneider.................... 526 78 123 145 206 481
Judith M. Stockdale..................... 505 73 114 135 191 463
- -------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
BOARD MEMBER CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA INSURED
NOMINEES PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY CALIFORNIA
- -------------------------------------------------------------------------------------------------------------------

Robert P. Bremner.................. $597 $379 $632 $1,076 $1,025 $291
Lawrence H. Brown.................. 596 378 631 1,075 1,024 291
Jack B. Evans...................... 562 356 595 1,013 965 274
William C. Hunter.................. 213 137 225 385 366 105
William J. Schneider............... 576 372 610 1,038 989 286
Judith M. Stockdale................ 552 350 585 996 949 269
- -------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- --------------------------------------------------------------------------------------------------------------------
INSURED
INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND
- --------------------------------------------------------------------------------------------------------------------

Robert P. Bremner................... $561 $245 $1,049 $644 $1,047 $686
Lawrence H. Brown................... 561 245 1,048 644 1,046 685
Jack B. Evans....................... 528 231 988 607 986 646
William C. Hunter................... 200 89 375 231 375 245
William J. Schneider................ 541 241 1,012 621 1,010 661
Judith M. Stockdale................. 519 227 971 596 969 635
- --------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- ------------------------------------------------------------------------------------------------------------------
INSURED INSURED
CALIFORNIA CONNECTICUT CONNECTICUT CONNECTICUT CONNECTICUT FLORIDA
BOARD MEMBER NOMINEES TAX-FREE DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE
- ------------------------------------------------------------------------------------------------------------------

Robert P. Bremner................. $255 $112 $104 $184 $229 $179
Lawrence H. Brown................. 254 114 105 186 232 173
Jack B. Evans..................... 239 84 77 137 171 123
William C. Hunter................. 92 17 15 27 34 25
William J. Schneider.............. 250 115 106 189 236 184
Judith M. Stockdale............... 235 104 96 170 212 166
- ------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- ------------------------------------------------------------------------------------------------------------
INSURED
FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA GEORGIA
BOARD MEMBER NOMINEES PREMIUM INVESTMENT QUALITY DIVIDEND DIVIDEND 2 PREMIUM
- ------------------------------------------------------------------------------------------------------------

Robert P. Bremner........................ $730 $821 $714 $101 $530 $191
Lawrence H. Brown........................ 701 789 686 102 535 192
Jack B. Evans............................ 505 568 494 64 338 121
William C. Hunter........................ 99 111 97 13 67 24
William J. Schneider..................... 778 876 761 103 542 195
Judith M. Stockdale...................... 687 773 672 94 497 179
- ------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- --------------------------------------------------------------------------------------------------------
INSURED
MARYLAND MARYLAND MARYLAND MARYLAND MASSACHUSETTS MASSACHUSETTS
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE DIVIDEND
- --------------------------------------------------------------------------------------------------------

Robert P. Bremner....... $213 $215 $262 $530 $116 $87
Lawrence H. Brown....... 215 217 265 535 118 88
Jack B. Evans........... 136 137 167 338 86 65
William C. Hunter....... 27 27 33 67 17 13
William J. Schneider.... 218 220 268 542 119 89
Judith M. Stockdale..... 200 202 245 497 108 81
- --------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- -----------------------------------------------------------------------------------------------------
MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI NEW JERSEY
BOARD MEMBER NOMINEES PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM DIVIDEND
- -----------------------------------------------------------------------------------------------------

Robert P. Bremner........... $201 $102 $382 $603 $95 $310
Lawrence H. Brown........... 203 102 382 603 96 299
Jack B. Evans............... 150 85 318 503 71 214
William C. Hunter........... 30 33 124 193 14 42
William J. Schneider........ 207 104 390 608 98 318
Judith M. Stockdale......... 186 96 362 574 88 287
- -----------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- --------------------------------------------------------------------------------------------------------------
NORTH NORTH NORTH
NEW JERSEY NEW JERSEY NEW JERSEY CAROLINA CAROLINA CAROLINA
BOARD MEMBER NOMINEES DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
- --------------------------------------------------------------------------------------------------------------

Robert P. Bremner................. $217 $1,004 $602 $116 $193 $191
Lawrence H. Brown................. 209 965 579 117 195 193
Jack B. Evans..................... 149 696 417 74 123 122
William C. Hunter................. 30 137 82 15 25 24
William J. Schneider.............. 222 1,071 642 119 198 196
Judith M. Stockdale............... 201 945 567 109 181 179
- --------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- ----------------------------------------------------------------------------------------------------------------------------------
NORTH CAROLINA OHIO OHIO OHIO PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES PREMIUM OHIO DIVIDEND DIVIDEND 2 DIVIDEND 3 QUALITY DIVIDEND DIVIDEND 2
- ----------------------------------------------------------------------------------------------------------------------------------

Robert P. Bremner............. $321 $207 $154 $107 $514 $164 $182
Lawrence H. Brown............. 324 207 153 107 513 158 176
Jack B. Evans................. 204 172 128 89 428 113 125
William C. Hunter............. 41 68 50 35 167 22 25
William J. Schneider.......... 329 211 156 109 523 168 187
Judith M. Stockdale........... 301 196 145 101 487 152 169
- ----------------------------------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
FUNDS PAID TO
PENNSYLVANIA PENNSYLVANIA VIRGINIA VIRGINIA VIRGINIA BOARD
BOARD MEMBER NOMINEES PREMIUM 2 INVESTMENT TEXAS QUALITY DIVIDEND DIVIDEND 2 PREMIUM MEMBERS
- --------------------------------------------------------------------------------------------------------------------------------

Robert P. Bremner............. $765 $816 $464 $160 $292 $452 $ 99,200
Lawrence H. Brown............. 735 784 463 161 295 457 100,750
Jack B. Evans................. 530 565 386 102 186 288 70,583
William C. Hunter............. 104 111 152 20 37 58 0
William J. Schneider.......... 815 870 472 163 299 463 98,750
Judith M. Stockdale........... 719 768 439 150 274 424 94,000
- --------------------------------------------------------------------------------------------------------------------------------
</Table>

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

<Table>
<Caption>
DEFERRED FEES
---------------------------------------------------------------------------------------------------------
PREFERRED PREFERRED QUALITY QUALITY QUALITY SENIOR
BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 INCOME
---------------------------------------------------------------------------------------------------------

Robert P. Bremner......... $630 $610 $377 $724 $105 $78
Lawrence H. Brown......... 0 0 0 0 0 0
Jack B. Evans............. 1,059 1,002 669 1,286 172 139
William C. Hunter......... 1,549 2,119 966 1,858 363 205
William J. Schneider...... 4,232 4,056 2,528 4,859 697 526
Judith M. Stockdale....... 1,059 1,100 667 1,281 189 139
---------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DEFERRED FEES
----------------------------------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA INSURED
BOARD MEMBER NOMINEES VALUE PERFORMANCE INVESTMENT SELECT QUALITY CALIFORNIA 2
----------------------------------------------------------------------------------------------------------

Robert P. Bremner........ $57 $90 $95 $161 $154 $84
Lawrence H. Brown........ 0 0 0 0 0 0
Jack B. Evans............ 87 141 150 255 243 133
William C. Hunter........ 179 213 225 385 366 200
William J. Schneider..... 361 576 610 1,038 989 541
Judith M. Stockdale...... 97 152 161 273 260 143
----------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DEFERRED FEES
-------------------------------------------------------------------------------------------------------
INSURED INSURED
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA FLORIDA FLORIDA
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND PREMIUM INVESTMENT
-------------------------------------------------------------------------------------------------------

Robert P. Bremner........... $ 157 $ 97 $ 157 $103 $112 $126
Lawrence H. Brown........... 0 0 0 0 0 0
Jack B. Evans............... 249 153 248 162 130 146
William C. Hunter........... 375 231 375 245 99 111
William J. Schneider........ 1,012 621 1,010 661 778 876
Judith M. Stockdale......... 267 164 266 174 188 212
-------------------------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
DEFERRED FEES
----------------------------------------------------------------------------------------------------
FLORIDA MICHIGAN NEW JERSEY NEW JERSEY PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES QUALITY QUALITY INVESTMENT PREMIUM PREMIUM 2 INVESTMENT
----------------------------------------------------------------------------------------------------

Robert P. Bremner...... $109 $90 $153 $92 $117 $125
Lawrence H. Brown...... 0 0 0 0 0 0
Jack B. Evans.......... 127 126 178 107 136 145
William C. Hunter...... 97 193 137 82 104 111
William J. Schneider... 761 608 1,071 642 815 870
Judith M. Stockdale.... 184 157 259 155 197 211
----------------------------------------------------------------------------------------------------
</Table>

Nuveen Investments, Inc. maintains charitable contributions programs to
encourage the active support and involvement of individuals in the civic
activities of their community. These programs include a matching contributions
program and a direct contributions program. The Independent Board Members of the
funds managed by NAC or NIAC are eligible to participate in the charitable
contributions program of Nuveen Investments, Inc. Under the matching program,
Nuveen Investments, Inc. will match the personal contributions of a Board Member
to Section 501(c)(3) organizations up to an aggregate maximum amount of $10,000
during any calendar year. Under its direct (non-matching) program, Nuveen
Investments, Inc. makes contributions to qualifying Section 501(c)(3)
organizations, as approved by the Corporate Contributions Committee of Nuveen
Investments, Inc. The Independent Board Members are also eligible to submit
proposals to the Committee requesting that contributions be made under this
program to Section 501(c)(3) organizations identified by the Board Member, in an
aggregate amount not to exceed $5,000 during any calendar year. Any
contributions made by Nuveen Investments, Inc. under the direct program is made
solely at the discretion of the Corporate Contributions Committee.

COMMITTEES

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

Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve
as members of the executive committee of each Fund. The executive committee,
which meets between regular meetings of the Board, is authorized to exercise all
of the powers of the Board; provided that the scope of the powers of the
executive committee, unless otherwise specifically authorized by the full Board,
is limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative or ministerial
nature. The executive committee of each Fund held no meetings during its last
fiscal year, except the executive committee of Preferred Convertible 2 held one
meeting and the executive committee of Floating Rate held three meetings during
its last fiscal year.

Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current
members of the dividend committee of each Fund. The dividend committee is
authorized to declare distributions on the Fund's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each Fund held five meetings during its
last fiscal year, except the dividend committee of Preferred Convertible 2 held
six meetings and the dividend committee of Floating Rate held two meetings
during its last fiscal year.

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

oversight committee of the Florida Funds held five meetings and the compliance,
risk management and regulatory oversight committee of the Connecticut Funds, the
Georgia Funds, the Maryland Funds, the Massachusetts Funds, Missouri Premium,
the North Carolina Funds and the Virginia Funds held three meetings during its
last fiscal year.

Each Fund's Board has an audit committee, established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
composed of Independent Board Members who are "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange and American Stock Exchange, as applicable. The audit committee
monitors the accounting and reporting policies and practices of the Funds, the
quality and integrity of the financial statements of the Funds, compliance by
the Funds with legal and regulatory requirements and the independence and
performance of the external and internal auditors. The audit committee reviews
the work and any recommendations of the Funds' independent auditors. Based on
such review, it is authorized to make recommendations to the Board. The Boards
adopted an Audit Committee Charter that conforms to the listing standards of the
New York Stock. A copy of the Audit Committee Charter is attached to the proxy
statement as Appendix A. The audit committee of each Fund held four meetings
during its last fiscal year, except the audit committee of Floating Rate held
one meeting during its last fiscal year.

Each Fund has a nominating and governance committee composed entirely of Board
Members who are not "interested persons" (as that term is defined in the 1940
Act) of the Funds and who are "independent" as defined by New York Stock
Exchange or American Stock Exchange listing standards, as applicable. Robert P.
Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter, William J.
Schneider and Judith M. Stockdale are current members of the nominating and
governance committee of each Fund. The purpose of the nominating and governance
committee is to seek, identify and recommend to the Board qualified candidates
for election or appointment to each Fund's Board. In addition, the committee
oversees matters of corporate governance, including the evaluation of Board
performance and processes, and assignment and rotation of committee members, and
the establishment of corporate governance guidelines and procedures, to the
extent necessary or desirable. The committee operates under a written charter
adopted and approved by the Boards, a copy of which is attached to the proxy
statement as Appendix B. The nominating and governance committee charter is not
available on the Funds' website. The nominating and governance committee of each
Fund held four meetings during its last fiscal year, except the nominating and
governance committee of Floating Rate, Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3,
Senior Income, the Arizona Funds, the Michigan Funds, the Ohio Funds and Texas
Quality held three meetings during its last fiscal year.

The nominating and governance committee looks to many sources for
recommendations of qualified Board members, including current Board Members,
members of the Advisers, 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 a
non-"interested person" candidate, independence from the Advisers or other
service providers. These experience requirements may vary depending on the
current composition of the Board, since the goal is to ensure an appropriate
range of skills and experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and professional
competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates nominees when the nominee is submitted by a shareholder. The
nominating and governance committee reserves the right to make the final
selection regarding the nomination of any prospective Board member.

The Board of each Fund held four regular quarterly meetings and seven special
meetings during the last fiscal year, except the Board of Floating Rate,
Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality
Preferred 2, Quality Preferred 3, Senior Income, the Arizona Funds, the Michigan
Funds, the Ohio Funds and Texas Quality held three regular quarterly meetings
and eight special meetings during the last fiscal year and the Board of the
California Funds held four regular quarterly meetings and eight special meetings
during the last fiscal year. 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). The policy of the Board relating to attendance by Board
Members at annual meetings of the Funds and the number of Board Members
attending annual meetings of shareholders of each Fund is posted on the Funds'
website at www.nuveen.com/etf.

THE OFFICERS

The following table sets forth information as of September 30, 2004 with respect
to each officer other than Mr. Schwertfeger (who is a Board Member and is
included in the table relating to nominees for the Board). Officers receive no
compensation from the Funds. The officers of the Funds are elected by the Board
on an annual basis to serve until successors are elected and qualified.

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

Gifford R. Zimmerman Chief Term: Annual Managing Director (since 145
333 West Wacker Drive Administrative Length of Service: 2002), Assistant Secretary
Chicago, IL 60606 Officer Since 1988 and Associate General
(9/9/56) Counsel, formerly, Vice
President of Nuveen
Investments, LLC; Managing
Director (since 2002),
General Counsel and
Assistant Secretary,
formerly, Vice President of
Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.; Managing
Director (since 2002),
Assistant Secretary and
Associate General Counsel,
formerly Vice President
(since 2000) of Nuveen
Asset Management, Inc.;
Assistant Secretary of
Nuveen Investments, Inc.
(since 1994); Assistant
Secretary of NWQ Investment
Management Company, LLC.
(since 2002); Vice
President and Assistant
Secretary of Nuveen
Investments Advisers Inc.
(since 2002); Managing
Director, Associate General
Counsel and Assistant
Secretary of Rittenhouse
Asset Management, Inc.
(since 2003); Chartered
Financial Analyst.

Michael T. Atkinson Vice President and Term: Annual Vice President (since 145
333 West Wacker Drive Assistant Secretary Length of Service: 2002), formerly Assistant
Chicago, IL 60606 Since 2002 Vice President (from 2000),
(2/3/66) previously, Associate of
Nuveen Investments, LLC.
</Table>

Peter H. D'Arrigo Vice President and Term: Annual Vice President of Nuveen 145
333 West Wacker Drive Treasurer Length of Service: Investments, LLC (since
Chicago, IL 60606 Since 1999 1999); prior thereto,
(11/28/67) Assistant Vice President
(from 1997); Vice President
and Treasurer (since 1999)
of Nuveen Investments,
Inc.; Vice President and
Treasurer (since 1999) of
Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.; Vice
President and Treasurer of
Nuveen Asset Management,
Inc. (since 2002) and of
Nuveen Investments Advisers
Inc. (since 2002);
Assistant Treasurer of NWQ
Investments Management
Company, LLC. (since 2002);
Vice President and
Treasurer of Nuveen
Rittenhouse Asset
Management, Inc. (since
2003); Chartered Financial
Analyst.

Jessica R. Droeger Vice President and Term: Annual Vice President (since 2002) 145
333 West Wacker Drive Secretary Length of Service: and Assistant General
Chicago, IL 60606 Since 1998 Counsel (since 1998),
(9/24/64) formerly Assistant Vice
President (from 1998) of
Nuveen Investments, LLC;
Vice President (since 2002)
and Assistant Secretary
(from 1998), formerly
Assistant Vice President of
Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.

Lorna C. Ferguson Vice President Term: Annual Managing Director (since 145
333 West Wacker Drive Length of Service: 2004), previously, Vice
Chicago, IL 60606 Since 1998 President of Nuveen
(10/24/45) Investments, LLC; Managing
Director (since 2004),
previously, Vice President
of Nuveen Advisory Corp.
and Nuveen Institutional
Advisory Corp.
</Table>

William M. Fitzgerald Vice President Term: Annual Managing Director (since 145
333 West Wacker Drive Length of Service: 2001), formerly Vice
Chicago, IL 60606 Since 1995 President (since 1995) of
(3/2/64) Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.; Managing
Director of Nuveen Asset
Management, Inc. (since
2001); Vice President of
Nuveen Investments Advisers
Inc. (since 2002);
Chartered Financial
Analyst.

Stephen D. Foy Vice President and Term: Annual Vice President (since 1993) 145
333 West Wacker Drive Controller Length of Service: and Funds Controller (since
Chicago, IL 60606 Since 1993 1998) of Nuveen
(5/31/54) Investments, LLC; Vice
President (since 1998) and
formerly, Funds Controller
of Nuveen Investments,
Inc.; Certified Public
Accountant.

James D. Grassi Vice President and Term: Annual Vice President and Deputy 145
333 West Wacker Drive Chief Compliance Length of Service: Director of Compliance
Chicago, IL 60606 Officer Since 2004 (since August, 2004) of
(4/13/56) Nuveen Investments, LLC,
Nuveen Investments Advisers
Inc., Nuveen Asset
Management, Inc., Nuveen
Advisory Corp., Nuveen
Institutional Advisory
Corp. and Rittenhouse Asset
Management, Inc., formerly,
Senior Attorney (1994-July
2004), The Northern Trust
Company.

David J. Lamb Vice President Term: Annual Vice President of Nuveen 145
333 West Wacker Drive Length of Service: Investments, LLC (since
Chicago, IL 60606 Since 2000 2000); prior thereto,
(3/22/63) Assistant Vice President
(from 1999); formerly
Associate of Nuveen
Investments, LLC; Certified
Public Accountant.

Tina M. Lazar Vice President Term: Annual Vice President of Nuveen 145
333 West Wacker Drive Length of Service: Investments, LLC (since
Chicago, IL 60606 Since 2002 1999); prior thereto,
(8/27/61) Assistant Vice President
(since 1993) of Nuveen
Investments, LLC.
</Table>

Larry W. Martin Vice President and Term: Annual Vice President, Assistant 145
333 West Wacker Drive Assistant Secretary Length of Service: Secretary and Assistant
Chicago, IL 60606 Since 1988 General Counsel of Nuveen
(7/27/51) Investments, LLC; Vice
President and Assistant
Secretary of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory
Corp.; Assistant Secretary
of Nuveen Investments,
Inc.; Assistant Secretary
of Nuveen Asset Management,
Inc. (since 1997); 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).

Edward F. Neild, IV Vice President Term: Annual Managing Director (since 145
333 West Wacker Drive Length of Service: 2002), formerly, Vice
Chicago, IL 60606 Since 1996 President (from 1996) of
(7/7/65) Nuveen Institutional
Advisory Corp. and Nuveen
Advisory Corp.; Managing
Director of Nuveen Asset
Management, Inc. (since
1999); Chartered Financial
Analyst.
- ---------------------------------------------------------------------------------------------------------
</Table>

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

AUDIT COMMITTEE REPORT

The audit committee of the Board is responsible for assisting the Board in
monitoring (1) the accounting and reporting policies and procedures of each
Fund, (2) the quality and integrity of the Funds' financial statements, (3) each
Fund's compliance with regulatory requirements, and (4) the independence and
performance of each Fund's independent and internal auditors. Among other
responsibilities, the committee reviews, in its oversight capacity, each Fund's
annual financial statements with both management and the independent auditors
and the committee meets periodically with the independent 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 auditors and determines their compensation, subject to ratification
of the Board, if required. The committee is currently composed of four Board
Members and operates under a written charter adopted and approved by the Board,
a copy of which is attached as Appendix A. Each committee member is
"independent" as defined by New York Stock Exchange or American Stock Exchange
listing standards, as applicable.

The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees). Each Fund's independent auditors
provided to the committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the committee discussed with representatives of the independent auditors
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 auditors, the representations of management and the report of the
independent auditors to the committee, the committee has recommended that the
Board include the audited financial statements in each Fund's Annual Report.

The members of the committee are:

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

AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed
by Ernst & Young LLP during each Fund's last two fiscal years (i) to each Fund
for services provided to the Fund and (ii) to the Advisers and certain entities
controlling, controlled by, or under common control with the Advisers that
provide ongoing services to each Fund ("Adviser Entities") for engagements
directly related to the operations and financial reporting of each Fund.
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------
AUDIT RELATED FEES(2) TAX FEES(3)
AUDIT FEES(1) --------------------------------- ----------------------------------
----------------- ADVISERS AND ADVISERS AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
----------------- --------------- --------------- ---------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
FUND 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
- -----------------------------------------------------------------------------------------------------------------------

Floating Rate.............. $0 $20,000 $ 0 $ 0 $ 0 $ 0 $0 $0 $ 0 $ 0
Preferred Convertible...... 6,300 18,139 0 0 0 0 0 7,549 0 0
Preferred Convertible 2.... 6,300 21,861 0 0 0 0 0 10,296 0 0
Quality Preferred.......... 30,047 17,026 0 0 0 0 2,705 4,740 0 0
Quality Preferred 2........ 11,550 26,088 0 0 0 0 4,475 9,098 0 0
Quality Preferred 3........ 8,400 10,886 0 0 0 0 0 1,788 0 0
Senior Income(5)........... N/A 40,000 0 0 0 0 N/A 364 0 0
Arizona Dividend........... 5,707 6,193 0 0 0 0 351 569 0 0
Arizona Dividend 2......... 6,084 6,646 0 0 0 0 352 686 0 0
Arizona Dividend 3......... 11,550 6,868 0 0 0 0 352 743 0 0
Arizona Premium............ 6,786 7,482 0 0 0 0 353 379 0 0
California Value........... 9,888 11,096 0 0 0 0 359 405 0 0
California Performance..... 10,772 12,197 0 0 0 0 361 413 0 0
California Opportunity..... 8,671 9,720 0 0 0 0 357 395 0 0
California Investment...... 11,167 12,571 0 0 0 0 362 416 0 0
California Select.......... 15,395 17,617 0 0 0 0 370 452 0 0
California Quality......... 14,916 17,059 0 0 0 0 369 448 0 0
Insured California......... 7,838 8,718 0 0 0 0 355 388 0 0

<Caption>
- --------------------------- -----------------------------------
ALL OTHER FEES(4)
-----------------------------------
ADVISERS AND
ADVISER
FUND ENTITIES
----------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
FUND 2003 2004 2003 2004
- --------------------------- -----------------------------------

Floating Rate.............. $0 $0 $ 0 $ 0
Preferred Convertible...... 0 3,450 0 0
Preferred Convertible 2.... 0 2,600 0 0
Quality Preferred.......... 2,400 3,450 0 0
Quality Preferred 2........ 2,013 3,450 0 0
Quality Preferred 3........ 850 3,450 0 0
Senior Income(5)........... N/A 4,500 0 0
Arizona Dividend........... 2,300 2,500 0 0
Arizona Dividend 2......... 2,300 2,500 0 0
Arizona Dividend 3......... 1,475 2,500 0 0
Arizona Premium............ 2,300 2,500 0 0
California Value........... 0 0 0 0
California Performance..... 2,300 2,500 0 0
California Opportunity..... 2,300 2,500 0 0
California Investment...... 2,300 2,500 0 0
California Select.......... 2,300 2,500 0 0
California Quality......... 2,300 2,500 0 0
Insured California......... 2,300 2,500 0 0
</Table>

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------
AUDIT RELATED FEES(2) TAX FEES(3)
AUDIT FEES(1) --------------------------------- ----------------------------------
----------------- ADVISERS AND ADVISERS AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
----------------- --------------- --------------- ---------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
FUND 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
- -----------------------------------------------------------------------------------------------------------------------

Insured California 2....... $10,426 $11,793 $ 0 $ 0 $ 0 $ 0 $360 $410 $ 0 $ 0
California Premium......... 7,402 8,204 0 0 0 0 355 384 0 0
California Dividend........ 15,085 17,374 0 0 0 0 369 450 0 0
California Dividend 2...... 11,216 12,752 0 0 0 0 362 2,264 0 0
California Dividend 3...... 15,042 17,369 0 0 0 0 369 3,450 0 0
Insured California
Dividend................. 11,633 13,234 0 0 0 0 363 2,392 0 0
Insured California
Tax-Free................. 10,500 8,316 0 0 0 0 0 1,115 0 0
Connecticut Dividend....... 6,124 6,694 0 0 0 0 352 699 0 0
Connecticut Dividend 2..... 6,039 6,590 0 0 0 0 352 674 0 0
Connecticut Dividend 3..... 9,450 7,521 0 0 0 0 352 912 0 0
Connecticut Premium........ 7,259 8,035 0 0 0 0 354 383 0 0
Insured Florida Tax-Free... 8,400 7,298 0 0 0 0 0 378 0 0
Insured Florida Premium.... 11,506 13,041 0 0 0 0 362 420 0 0
Florida Investment......... 12,372 13,965 0 0 0 0 364 427 0 0
Florida Quality............ 11,396 12,870 0 0 0 0 362 418 0 0
Georgia Dividend........... 5,870 6,392 0 0 0 0 352 621 0 0
Georgia Dividend 2......... 9,450 7,599 0 0 0 0 352 931 0 0
Georgia Premium............ 6,612 7,270 0 0 0 0 353 378 0 0
Maryland Dividend.......... 6,811 7,488 0 0 0 0 353 908 0 0
Maryland Dividend 2........ 6,818 7,525 0 0 0 0 353 914 0 0
Maryland Dividend 3........ 9,450 7,994 0 0 0 0 353 1,032 0 0
Maryland Premium........... 9,425 10,613 0 0 0 0 358 402 0 0

Insured California 2....... $2,300 $2,500 $ 0 $ 0
California Premium......... 2,300 2,500 0 0
California Dividend........ 2,300 2,500 0 0
California Dividend 2...... 2,300 2,500 0 0
California Dividend 3...... 2,300 2,500 0 0
Insured California
Dividend................. 2,300 2,500 0 0
Insured California
Tax-Free................. 900 2,500 0 0
Connecticut Dividend....... 2,250 2,450 0 0
Connecticut Dividend 2..... 1,975 2,450 0 0
Connecticut Dividend 3..... 875 2,450 0 0
Connecticut Premium........ 2,250 2,450 0 0
Insured Florida Tax-Free... 900 2,500 0 0
Insured Florida Premium.... 2,300 2,500 0 0
Florida Investment......... 2,300 2,500 0 0
Florida Quality............ 2,300 2,500 0 0
Georgia Dividend........... 2,250 2,450 0 0
Georgia Dividend 2......... 875 2,450 0 0
Georgia Premium............ 2,250 2,450 0 0
Maryland Dividend.......... 2,250 2,450 0 0
Maryland Dividend 2........ 2,250 2,450 0 0
Maryland Dividend 3........ 875 2,450 0 0
Maryland Premium........... 2,250 2,450 0 0
</Table>

Insured Massachusetts
Tax-Free................. $7,350 $6,739 $ 0 $ 0 $ 0 $ 0 $0 $374 $ 0 $ 0
Massachusetts Dividend..... 5,878 6,402 0 0 0 0 352 624 0 0
Massachusetts Premium...... 6,992 7,706 0 0 0 0 354 381 0 0
Michigan Dividend.......... 5,923 6,451 0 0 0 0 352 636 0 0
Michigan Premium........... 8,385 9,304 0 0 0 0 356 393 0 0
Michigan Quality........... 10,265 11,608 0 0 0 0 360 409 0 0
Missouri Premium........... 5,961 6,496 0 0 0 0 352 372 0 0
New Jersey Dividend........ 7,784 8,677 0 0 0 0 355 1,212 0 0
New Jersey Dividend 2...... 6,957 7,692 0 0 0 0 354 957 0 0
New Jersey Investment...... 13,937 15,935 0 0 0 0 367 440 0 0
New Jersey Premium......... 10,390 11,704 0 0 0 0 360 410 0 0
North Carolina Dividend.... 5,997 6,539 0 0 0 0 352 661 0 0
North Carolina Dividend
2........................ 6,635 7,299 0 0 0 0 353 857 0 0
North Carolina Dividend
3........................ 9,450 7,285 0 0 0 0 352 852 0 0
North Carolina Premium..... 7,698 8,546 0 0 0 0 355 387 0 0
Ohio Dividend.............. 6,822 7,523 0 0 0 0 353 380 0 0
Ohio Dividend 2............ 6,368 6,982 0 0 0 0 353 774 0 0
Ohio Dividend 3............ 5,968 6,501 0 0 0 0 352 650 0 0
Ohio Quality............... 9,501 10,653 0 0 0 0 358 403 0 0
Pennsylvania Dividend...... 6,479 7,124 0 0 0 0 353 813 0 0
Pennsylvania Dividend 2.... 6,653 7,316 0 0 0 0 353 863 0 0

Insured Massachusetts
Tax-Free................. $300 $2,450 $ 0 $ 0
Massachusetts Dividend..... 2,250 2,450 0 0
Massachusetts Premium...... 2,250 2,450 0 0
Michigan Dividend.......... 2,300 2,500 0 0
Michigan Premium........... 2,300 2,500 0 0
Michigan Quality........... 2,300 2,500 0 0
Missouri Premium........... 2,250 2,450 0 0
New Jersey Dividend........ 2,300 2,500 0 0
New Jersey Dividend 2...... 2,300 2,500 0 0
New Jersey Investment...... 2,300 2,500 0 0
New Jersey Premium......... 2,300 2,500 0 0
North Carolina Dividend.... 2,250 2,450 0 0
North Carolina Dividend
2........................ 2,250 2,450 0 0
North Carolina Dividend
3........................ 875 2,450 0 0
North Carolina Premium..... 2,250 2,450 0 0
Ohio Dividend.............. 2,300 2,500 0 0
Ohio Dividend 2............ 2,300 2,500 0 0
Ohio Dividend 3............ 2,300 2,500 0 0
Ohio Quality............... 2,300 2,500 0 0
Pennsylvania Dividend...... 2,300 2,500 0 0
Pennsylvania Dividend 2.... 2,300 2,500 0 0
</Table>

Pennsylvania Premium 2..... $11,804 $13,414 $ 0 $ 0 $ 0 $ 0 $363 $422 $ 0 $ 0
Pennsylvania Investment.... 12,254 13,969 0 0 0 0 364 426 0 0
Texas Quality.............. 9,022 10,176 0 0 0 0 358 398 0 0
Virginia Dividend.......... 6,361 6,972 0 0 0 0 353 772 0 0
Virginia Dividend 2........ 7,457 8,286 0 0 0 0 355 1,111 0 0
Virginia Premium........... 8,765 9,853 0 0 0 0 357 396 0 0

Pennsylvania Premium 2..... $2,300 $2,500 $ 0 $ 0
Pennsylvania Investment.... 2,300 2,500 0 0
Texas Quality.............. 2,300 2,500 0 0
Virginia Dividend.......... 2,250 2,450 0 0
Virginia Dividend 2........ 2,250 2,450 0 0
Virginia Premium........... 2,250 2,450 0 0
</Table>

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

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

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

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

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

(5) On July 30, 2003, the Board of Senior Income approved Ernst & Young LLP as
the independent registered public accounting firm effective with the July
31, 2004 fiscal year-end audit. Ernst & Young LLP currently serves as the
independent registered public accounting firm for 109 other Nuveen
closed-end exchange-traded funds. KPMG LLP served as the independent
registered public accounting firm of Senior Income for the fiscal years
ended July 31, 2000 through July 31, 2003 and as of the latter date Senior
Income was the only Nuveen fund for which KPMG LLP served as the independent
registered public accounting firm. The change from KPMG LLP to Ernst & Young
LLP was the result of the determination by Senior Income's Board that, based
on a recommendation from the audit committee of the Board, the use of Ernst
& Young LLP would result in efficiencies for Senior Income and the audit
committee. KPMG LLP's report on Senior Income's financial statements for the
fiscal year ended July 31, 2003 did not contain an adverse opinion or
disclaimer of opinion and was not qualified as to uncertainty, audit scope
or accounting principals. In addition, there had not been any disagreements
with KPMG LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved
to the satisfaction of KPMG LLP, would have caused KPMG LLP to make a
reference to the subject matter of the disagreement in connection with its
reports.

NON-AUDIT FEES. The following tables provide the aggregate non-audit fees billed
by Ernst & Young LLP for services rendered to each Fund, the Advisers and the
Adviser Entities during each Fund's last two fiscal years.
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISERS AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISERS AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
- --------------------------------------------------------------------------------------------------------------------------

Floating Rate.......................... $0 $0 $ 0 $ 0 $ 0 $ 0
Preferred Convertible.................. 0 10,999 0 0 0 0
Preferred Convertible 2................ 0 12,896 0 0 0 0
Quality Preferred...................... 5,105 8,190 0 0 0 0
Quality Preferred 2.................... 6,488 12,548 0 0 0 0
Quality Preferred 3.................... 850 5,238 0 0 0 0
Senior Income(1)....................... N/A 4,864 0 0 0 0
Arizona Dividend....................... 2,651 3,069 0 0 0 0
Arizona Dividend 2..................... 2,652 3,186 0 0 0 0
Arizona Dividend 3..................... 1,827 3,243 0 0 0 0
Arizona Premium........................ 2,653 2,879 0 0 0 0
California Value....................... 359 405 0 0 0 0
California Performance................. 2,661 2,913 0 0 0 0
California Opportunity................. 2,657 2,895 0 0 0 0
California Investment.................. 2,662 2,916 0 0 0 0
California Select...................... 2,670 2,952 0 0 0 0
California Quality..................... 2,669 2,948 0 0 0 0
Insured California..................... 2,655 2,888 0 0 0 0
Insured California 2................... 2,660 2,910 0 0 0 0

<Caption>
- --------------------------------------- -------------------------

TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004
- --------------------------------------- -------------------------

Floating Rate.......................... $0 $0
Preferred Convertible.................. 0 10,999
Preferred Convertible 2................ 0 12,896
Quality Preferred...................... 5,105 8,190
Quality Preferred 2.................... 6,488 12,548
Quality Preferred 3.................... 850 5,238
Senior Income(1)....................... N/A 4,864
Arizona Dividend....................... 2,651 3,069
Arizona Dividend 2..................... 2,652 3,186
Arizona Dividend 3..................... 1,827 3,243
Arizona Premium........................ 2,653 2,879
California Value....................... 359 405
California Performance................. 2,661 2,913
California Opportunity................. 2,657 2,895
California Investment.................. 2,662 2,916
California Select...................... 2,670 2,952
California Quality..................... 2,669 2,948
Insured California..................... 2,655 2,888
Insured California 2................... 2,660 2,910
</Table>

<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISERS AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISERS AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
- --------------------------------------------------------------------------------------------------------------------------

California Premium..................... $2,655 $2,884 $ 0 $ 0 $ 0 $ 0
California Dividend.................... 2,669 2,950 0 0 0 0
California Dividend 2.................. 2,662 4,764 0 0 0 0
California Dividend 3.................. 2,669 5,950 0 0 0 0
Insured California Dividend............ 2,663 4,892 0 0 0 0
Insured California Tax-Free............ 900 3,615 0 0 0 0
Connecticut Dividend................... 2,602 3,149 0 0 0 0
Connecticut Dividend 2................. 2,327 3,124 0 0 0 0
Connecticut Dividend 3................. 1,227 3,362 0 0 0 0
Connecticut Premium.................... 2,604 2,833 0 0 0 0
Insured Florida Tax-Free............... 900 2,878 0 0 0 0
Insured Florida Premium................ 2,662 2,920 0 0 0 0
Florida Investment..................... 2,664 2,927 0 0 0 0
Florida Quality........................ 2,662 2,918 0 0 0 0
Georgia Dividend....................... 2,602 3,071 0 0 0 0
Georgia Dividend 2..................... 1,227 3,381 0 0 0 0
Georgia Premium........................ 2,603 2,828 0 0 0 0
Maryland Dividend...................... 2,603 3,358 0 0 0 0
Maryland Dividend 2.................... 2,603 3,364 0 0 0 0
Maryland Dividend 3.................... 1,228 3,482 0 0 0 0
Maryland Premium....................... 2,608 2,852 0 0 0 0

<Caption>
- --------------------------------------- -------------------------

TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004
- --------------------------------------- -------------------------

California Premium..................... $2,655 $2,884
California Dividend.................... 2,669 2,950
California Dividend 2.................. 2,662 4,764
California Dividend 3.................. 2,669 5,950
Insured California Dividend............ 2,663 4,892
Insured California Tax-Free............ 900 3,615
Connecticut Dividend................... 2,602 3,149
Connecticut Dividend 2................. 2,327 3,124
Connecticut Dividend 3................. 1,227 3,362
Connecticut Premium.................... 2,604 2,833
Insured Florida Tax-Free............... 900 2,878
Insured Florida Premium................ 2,662 2,920
Florida Investment..................... 2,664 2,927
Florida Quality........................ 2,662 2,918
Georgia Dividend....................... 2,602 3,071
Georgia Dividend 2..................... 1,227 3,381
Georgia Premium........................ 2,603 2,828
Maryland Dividend...................... 2,603 3,358
Maryland Dividend 2.................... 2,603 3,364
Maryland Dividend 3.................... 1,228 3,482
Maryland Premium....................... 2,608 2,852
</Table>

Insured Massachusetts Tax-Free......... $300 $2,824 $ 0 $ 0 $ 0 $ 0
Massachusetts Dividend................. 2,602 3,074 0 0 0 0
Massachusetts Premium.................. 2,604 2,831 0 0 0 0
Michigan Dividend...................... 2,652 3,136 0 0 0 0
Michigan Premium....................... 2,656 2,893 0 0 0 0
Michigan Quality....................... 2,660 2,909 0 0 0 0
Missouri Premium....................... 2,602 2,822 0 0 0 0
New Jersey Dividend.................... 2,655 3,712 0 0 0 0
New Jersey Dividend 2.................. 2,654 3,457 0 0 0 0
New Jersey Investment.................. 2,667 2,940 0 0 0 0
New Jersey Premium..................... 2,660 2,910 0 0 0 0
North Carolina Dividend................ 2,602 3,111 0 0 0 0
North Carolina Dividend 2.............. 2,603 3,307 0 0 0 0
North Carolina Dividend 3.............. 1,227 3,302 0 0 0 0
North Carolina Premium................. 2,605 2,837 0 0 0 0
Ohio Dividend.......................... 2,653 2,880 0 0 0 0
Ohio Dividend 2........................ 2,653 3,274 0 0 0 0
Ohio Dividend 3........................ 2,652 3,150 0 0 0 0
Ohio Quality........................... 2,658 2,903 0 0 0 0
Pennsylvania Dividend.................. 2,653 3,313 0 0 0 0
Pennsylvania Dividend 2................ 2,653 3,363 0 0 0 0

<Caption>
- --------------------------------------- -------------------------

TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004
- --------------------------------------- -------------------------

Insured Massachusetts Tax-Free......... $300 $2,824
Massachusetts Dividend................. 2,602 3,074
Massachusetts Premium.................. 2,604 2,831
Michigan Dividend...................... 2,652 3,136
Michigan Premium....................... 2,656 2,893
Michigan Quality....................... 2,660 2,909
Missouri Premium....................... 2,602 2,822
New Jersey Dividend.................... 2,655 3,712
New Jersey Dividend 2.................. 2,654 3,457
New Jersey Investment.................. 2,667 2,940
New Jersey Premium..................... 2,660 2,910
North Carolina Dividend................ 2,602 3,111
North Carolina Dividend 2.............. 2,603 3,307
North Carolina Dividend 3.............. 1,227 3,302
North Carolina Premium................. 2,605 2,837
Ohio Dividend.......................... 2,653 2,880
Ohio Dividend 2........................ 2,653 3,274
Ohio Dividend 3........................ 2,652 3,150
Ohio Quality........................... 2,658 2,903
Pennsylvania Dividend.................. 2,653 3,313
Pennsylvania Dividend 2................ 2,653 3,363
</Table>

Pennsylvania Premium 2................. $2,663 $2,922 $ 0 $ 0 $ 0 $ 0
Pennsylvania Investment................ 2,664 2,926 0 0 0 0
Texas Quality.......................... 2,658 2,898 0 0 0 0
Virginia Dividend...................... 2,603 3,222 0 0 0 0
Virginia Dividend 2.................... 2,605 3,561 0 0 0 0
Virginia Premium....................... 2,607 2,846 0 0 0 0

<Caption>
- --------------------------------------- -------------------------

TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
FUND ENDED 2003 ENDED 2004
- --------------------------------------- -------------------------

Pennsylvania Premium 2................. $2,663 $2,922
Pennsylvania Investment................ 2,664 2,926
Texas Quality.......................... 2,658 2,898
Virginia Dividend...................... 2,603 3,222
Virginia Dividend 2.................... 2,605 3,561
Virginia Premium....................... 2,607 2,846
</Table>

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

(1) On July 30, 2003, the Board of Senior Income approved Ernst & Young LLP as
the independent registered public accounting firm effective with the July
31, 2004 fiscal year-end audit. KPMG LLP served as the independent
registered public accounting firm of Senior Income for the fiscal years
ended July 31, 2000 through July 31, 2003.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent auditor's engagements (i) with
the Fund for audit or non-audit services and (ii) with the Advisers 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 auditors for each Fund and the Advisers
and Adviser Entities (with respect to the operations and financial reporting of
each Fund), such engagements will be (i) pre-approved by the audit committee if
they are expected to be for amounts greater than $10,000; (ii) reported to the
audit committee chairman for his verbal approval prior to engagement if they are
expected to be for amounts under $10,000 but greater than $5,000; and (iii)
reported to the audit committee at the next audit committee meeting if they are
expected to be for an amount under $5,000.

For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the
audit committee approved in advance all audit services and non-audit services
that Ernst & Young LLP provided to each Fund and to the Advisers and Adviser
Entities (with respect to the operations and financial reporting of each Fund).
None of the services rendered by Ernst & Young LLP to each Fund or the Advisers
or Adviser Entities were pre-approved by the audit committee pursuant to the
pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X. The audit committee has considered whether the provision of
non-audit services rendered by Ernst & Young LLP to the Advisers and Adviser
Entities that were not required to be pre-approved by the audit committee is
compatible with maintaining Ernst & Young LLP's independence.

APPOINTMENT OF INDEPENDENT AUDITORS

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

SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE

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

Free, Connecticut Dividend 2, Connecticut Dividend 3, Insured Florida Tax-Free,
Georgia Dividend, Georgia Dividend 2, Maryland Dividend 2, Maryland Dividend 3,
Insured Massachusetts Tax-Free, Michigan Dividend, New Jersey Dividend, New
Jersey Dividend 2, North Carolina Dividend 2, North Carolina Dividend 3, Ohio
Dividend, Ohio Dividend 2, Ohio Dividend 3, Pennsylvania Dividend, Pennsylvania
Dividend 2 and Virginia Dividend an amended Form 3 was filed on behalf of the
Advisers disclosing shares representing the initial capital provided by the
Advisers. To the knowledge of management of the Funds, no shareholder of a Fund
owns more than 10% of a registered class of a Fund's equity securities.

INFORMATION ABOUT THE ADVISERS

NAC, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as
investment adviser and manager for each Fund, except Floating Rate, Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2,
Quality Preferred 3 and Senior Income. NIAC, located at 333 West Wacker Drive,
Chicago, Illinois 60606, serves as investment adviser and manager for Floating
Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality
Preferred 2, Quality Preferred 3 and Senior Income. The Advisers are wholly
owned subsidiaries of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago,
Illinois 60606. Founded in 1898, Nuveen Investments, Inc. and its affiliates had
over $100 billion of assets under management as of June 30, 2004. Nuveen
Investments, Inc. is a publicly-traded company and a majority-owned subsidiary
of The St. Paul Travelers Companies, Inc., 385 Washington Street, St. Paul,
Minnesota 55102, a publicly-traded company that is principally engaged in
providing property-liability insurance through subsidiaries.

SHAREHOLDER PROPOSALS

To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2005, a shareholder proposal submitted pursuant to Rule
14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West
Wacker Drive, Chicago, Illinois 60606, not later than June 20, 2005. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than September 3, 2005. Timely
submission of a proposal does not mean that such proposal will be included in a
proxy statement.

SHAREHOLDER COMMUNICATIONS

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

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds pro rata based on the
number of shareholder accounts.

Additional solicitation may be made by letter, telephone or telegraph by
officers or employees of Nuveen or the Advisers, or by dealers and their
representatives.

FISCAL YEAR

The last fiscal year end for each Fund, except Floating Rate, Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2,
Quality Preferred 3, Senior Income, the Arizona Funds, the California Funds, the
Michigan Funds, the New Jersey Funds, the Ohio Funds, the Pennsylvania Funds and
Texas Quality, was May 31, 2004. The last fiscal year end for the Florida Funds,
the New Jersey Funds and the Pennsylvania Funds was June 30, 2004. The last
fiscal year end for Floating Rate, Preferred Convertible, Preferred Convertible
2, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Senior Income,
the Arizona Funds, the Michigan Funds, the Ohio Funds and Texas Quality was July
31, 2004. The last fiscal year end for the California Funds was August 31, 2004.

ANNUAL REPORT DELIVERY

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

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

GENERAL

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

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

Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Fund's By-Laws, an adjournment of
a meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.

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

Jessica R. Droeger

Vice President and Secretary

October 18, 2004

APPENDIX A

NUVEEN MANAGEMENT INVESTMENT COMPANIES

AUDIT COMMITTEES CHARTER

Revised February, 2004

ORGANIZATION AND MEMBERSHIP

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

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, and (4) the independent auditors' qualifications,
performance and independence. 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 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

A-1

determined in its discretion. The Audit Committee may request any officer or
employee of Nuveen Investments, Inc. (or its affiliates) (collectively,
"Nuveen") or the Funds' independent auditors or outside counsel to attend a
meeting of the Audit Committee or to meet with any members of, or consultants
to, the Audit Committee. The Funds' independent auditors and internal auditors
shall have unrestricted accessibility at any time to Committee members.

RESPONSIBILITIES

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

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

The Audit Committee is responsible for the following:

With respect to Fund financial statements:

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

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

3. Discussing with management the Funds' press releases regarding
financial results and dividends, as well as financial information
and earnings guidance provided to analysts and rating agencies.
This discussion may be done generally, consisting of discussing the
types of information to be disclosed and the types of presentations
to be made. The Chairman of the Audit Committee shall be authorized
to have these discussions with management on behalf of the Audit
Committee.

4. Discussing with management and the independent auditors (a)
significant financial reporting issues and judgments made in
connection with the preparation and presentation of the Funds'
financial statements, including any significant changes in the
Funds' selection or application of accounting principles and any
A-2

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

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

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

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

8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during
their certification process for the Funds' periodic reports about
any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the
Funds' internal controls.

With respect to the independent auditors:

1. Selecting, appointing, retaining or replacing the independent
auditors, subject, if applicable, only to Board and shareholder
ratification; and compensating, evaluating and overseeing the work
of the independent auditor (including the resolution of
disagreements between Fund management and the independent auditor
regarding financial reporting).

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

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

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

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

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

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

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

A-4

With respect to any internal auditor:

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

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

Other responsibilities:

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

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

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

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

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

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

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

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

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

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

A-5

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

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

A-6

APPENDIX B

AMENDED AND RESTATED
NOMINATING AND GOVERNANCE COMMITTEE CHARTER

I. NOMINATING AND GOVERNANCE COMMITTEE: MEMBERSHIP AND PURPOSE

The Nominating and Governance Committee shall be composed entirely of
independent directors of the Board with one independent director elected as
chair of the committee. The term "independent director" as used in this Charter
means any director or trustee who is not an "interested person" of the Funds as
such term is defined in the Investment Company Act of 1940, as amended, and any
rules or regulations adopted thereunder (the "1940 Act").

The purpose of the Committee is to seek, identify and recommend to the Board
qualified candidates for election or appointment to the Funds' Board of
Directors, and matters related thereto. In addition, the Committee oversees
matters of corporate governance, including the evaluation of Board performance
and processes, and assignment and rotation of Committee members, the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable, and matters related thereto.

II. BOARD: SELECTION AND TENURE

A. The Committee shall periodically review the composition of the Board
of Directors, including its size and mix of skills, experience, and
background.

B. The Committee shall, as part of the recruitment process, and with
the assistance of its counsel, define and clarify the duties and
responsibilities of Board members. In performing this function, the
Committee shall consider, among other things, legal and fiduciary
duties; expectations regarding preparation, attendance, and
participation at meetings; fund ownership; and limitations on
investments.

C. The Committee shall make nominations for director membership on the
Board of Directors, with input from various sources as the committee
deems necessary. The Committee shall evaluate the members of the
current Board of Directors and identify, recruit and evaluate
candidates for Board membership, including evaluation of their
independence from the Funds' investment adviser and other principal
service providers, including any affiliates of such persons, if
applicable. The Committee shall consider the effect of any
relationships beyond those delineated in the 1940 Act and any other
applicable federal securities laws and regulations and rules and
regulations of self-regulatory organizations that might impair their
independence, e.g., business, financial or family relationships with
the Funds' investment adviser and service providers, including any
affiliates of such persons.

D. The Committee shall review on an annual basis questionnaires
completed by all directors regarding their independence.

E. The Committee shall periodically review and make recommendations
with regard to the tenure of the directors, including term limits
and/or age limits.

F. The Committee shall look to many sources for recommendations of
qualified directors. These sources shall include current directors,
members of the management company, current security holders of the
Funds, third party sources and any other persons or entities as may
be deemed necessary or desirable by the

B-1

Committee. The Committee may, but shall not be required to, develop
and establish additional material elements of the foregoing policy
in furtherance of the objectives and elements currently stated
therein.

G. The Committee may, but shall not be required to, establish necessary
or desirable minimum qualifications to be possessed by all nominees
and may also establish specific qualities or skills to be possessed
by one or more directors.

III. COMMITTEES: SELECTION AND REVIEW

A. Subject to the approval of the full Board, the Committee shall
review committee assignments at least annually and make nominations
for director membership on all committees. The committee shall also
recommend to the full Board the chair of each committee.

B. The Committee shall periodically review and make recommendations to
the full Board regarding the responsibilities and charters of any
committee (other than the Audit Committee) of the Board, the
continuing need for each committee, the need for additional
committees, and the need or desire to combine or reorganize
committees.

IV. BOARD: EDUCATION AND OPERATIONS

A. The Committee shall periodically review and make recommendations
concerning continuing education for incumbent directors and
appropriate orientation materials and procedures for new directors.

B. The Committee shall periodically review and make recommendations
concerning the organization of Board of Directors meetings,
including the frequency, timing, content, and agendas of the
meetings.

C. The Committee shall evaluate the performance of the Board at least
annually, with a view towards enhancing its effectiveness.

D. The Committee shall establish a process by which security holders
will be able to communicate in writing with members of the Board of
Directors via regular mail. The Manager of Fund Board Relations, or
such other person designated by the Committee, shall assist the
Committee in developing and implementing this process. The process
will also provide that the Manager of Fund Board Relations, or such
other person designated by the Committee, will be appointed to
administer the operations of the communications process established
hereunder. Written communications to directors should be addressed
to the Funds at the address of the principal offices of the Funds,
which currently is 333 West Wacker Drive, Chicago, Illinois 60606.
If the communication is intended for a specific director and so
indicated it will be sent only to that director. If a communication
does not indicate a specific director it will be sent to the Chair
of the Committee and the outside counsel to the independent
directors for further distribution as deemed appropriate by such
persons. The Committee is hereby authorized to oversee the
administration, implementation and maintenance of this
communications process and further develop and refine this process
as deemed necessary or desirable by the Committee.

B-2

E. The Committee shall establish a policy relating to attendance by
directors at annual meetings of the Funds.

V. OTHER POWERS AND RESPONSIBILITIES

A. The Committee shall monitor the performance of legal counsel, and
any other service providers (other than the independent auditors,
which are monitored by the Audit Committee) that are chosen by the
directors, and shall supervise counsel for the independent
directors.

B. The Committee shall periodically review and make recommendations
regarding director compensation to the full Board of Directors.

C. The Committee shall have the resources and authority to discharge
its responsibilities, including authority to retain special counsel
and other experts or consultants at the expense of the appropriate
Fund(s).

D. The Committee shall be authorized to adopt Key Practices to further
develop, clarify and implement its duties and responsibilities as
set forth in this Charter, which Key Practices may be amended and/or
restated from time to time upon the approval of a majority of the
members of the Committee.

B-3

(NUVEEN INVESTMENTS LOGO)

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

(800) 257-8787

www.nuveen.com JFR1104

(NUVEEN LOGO)

NUVEEN INVESTMENTS

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

999 999 999 999 99
[INSERT FUND NAME]
Common

3 EASY WAYS TO VOTE YOUR PROXY

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

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

3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope, to Proxy Tabulator, PO Box 9139, Hingham, MA 02043.

THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 2004

The Annual Meeting of shareholders will be held Wednesday, November 17, 2004 at
8:30 a.m., San Francisco time, at the Embassy Room of the Mandarin Oriental
Hotel, 222 Sansome Street, San Francisco, California. At this meeting, you will
be asked to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on November 17, 2004 or any
adjournment or adjournments thereof.

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

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

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

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

PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

PLEASE DO NOT USE FINE POINT PENS.

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.

1. Election of Board Members:

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

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

(NUVEEN LOGO)

NUVEEN INVESTMENTS

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

999 999 999 999 99

[INSERT FUND NAME]
Preferred

3 EASY WAYS TO VOTE YOUR PROXY

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

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

3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope, to Proxy Tabulator, PO Box 9139, Hingham, MA 02043.

THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 2004

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

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

PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

PLEASE DO NOT USE FINE POINT PENS.

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.

1. Election of Board Members:

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

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

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