Edgar Filing: NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3

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

SCHEDULE 14A

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

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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 ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)
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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)

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NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
NOVEMBER 14, 2006 60606
(800) 257-8787

OCTOBER 4, 2006

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

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

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

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

Dividend Advantage Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund
2, Nuveen Ohio Dividend Advantage Municipal Fund 3, Nuveen Pennsylvania Dividend
Advantage Municipal Fund, Nuveen Pennsylvania Dividend Advantage Municipal Fund
2, Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Pennsylvania
Investment Quality Municipal Fund, Nuveen Texas Quality Income Municipal Fund,
Nuveen Virginia Dividend Advantage Municipal Fund, Nuveen Virginia Dividend
Advantage Municipal Fund 2 and Nuveen Virginia Premium Income Municipal Fund,
EACH A MASSACHUSETTS BUSINESS TRUST, and Nuveen Arizona Premium Income Municipal
Fund, Inc., Nuveen California Municipal Value Fund, Inc. ("California Value"),
Nuveen California Performance Plus Municipal Fund, Inc., Nuveen California
Municipal Market Opportunity Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc.,
Nuveen California Quality Income Municipal Fund, Inc., Nuveen Insured California
Premium Income Municipal Fund, Inc., Nuveen Insured California Premium Income
Municipal Fund 2, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc.,
Nuveen Michigan Quality Income Municipal Fund, Inc., Nuveen New Jersey
Investment Quality Municipal Fund, Inc., Nuveen New Jersey Premium Income
Municipal Fund, Inc. and Nuveen Ohio Quality Income Municipal Fund, Inc., EACH A
MINNESOTA CORPORATION (individually, a "Fund" and collectively, the "Funds"),
will be held in the 33rd floor conference room of Nuveen Investments, 333 West
Wacker Drive, Chicago, Illinois 60606, on Tuesday, November 14, 2006, at 12:00
p.m., Central time (for each Fund, an "Annual Meeting"), for the following
purposes and to transact such other business, if any, as may properly come
before the Annual Meeting.

MATTERS TO BE VOTED ON BY SHAREHOLDERS:

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

a. For each Minnesota corporation, except California Value, to elect nine
(9) Board Members:

i) seven (7) Board Members to be elected by the holders of Common Shares
and Municipal Auction Rate Cumulative Preferred Shares, voting
together as a single class; and

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

b. For California Value, to elect four (4) Board Members.

c. For each Massachusetts business trust, to elect nine (9) Board Members:

i) seven (7) Board Members to be elected by the holders of Common Shares
and Taxable Auctioned Preferred Shares for Senior Income;
FundPreferred shares for Floating Rate, Floating Rate Opportunity and
Tax-Advantaged Floating Rate; and Municipal Auction Rate Cumulative
Preferred Shares for each other Massachusetts business trust
(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.

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

Shareholders of record at the close of business on September 18, 2006 are
entitled to notice of and to vote at the Annual Meeting.

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

Jessica R. Droeger
Vice President and Secretary

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

OCTOBER 4, 2006

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

GENERAL INFORMATION

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

Nuveen Maryland Dividend Advantage Municipal Fund ("Maryland Dividend"), Nuveen
Maryland Dividend Advantage Municipal Fund 2 ("Maryland Dividend 2"), Nuveen
Maryland Dividend Advantage Municipal Fund 3 ("Maryland Dividend 3"), Nuveen
Maryland Premium Income Municipal Fund ("Maryland Premium") (Maryland Dividend,
Maryland Dividend 2, Maryland Dividend 3 and Maryland Premium are collectively
the "Maryland Funds"), Nuveen Insured Massachusetts Tax-Free Advantage Municipal
Fund ("Insured Massachusetts Tax-Free"), Nuveen Massachusetts Dividend Advantage
Municipal Fund ("Massachusetts Dividend"), Nuveen Massachusetts Premium Income
Municipal Fund ("Massachusetts Premium") (Insured Massachusetts Tax-Free,
Massachusetts Dividend and Massachusetts Premium are collectively the
"Massachusetts Funds"), Nuveen Michigan Dividend Advantage Municipal Fund
("Michigan Dividend"), Nuveen Missouri Premium Income Municipal Fund ("Missouri
Premium"), Nuveen New Jersey Dividend Advantage Municipal Fund ("New Jersey
Dividend"), Nuveen New Jersey Dividend Advantage Municipal Fund 2 ("New Jersey
Dividend 2"), Nuveen North Carolina Dividend Advantage Municipal Fund ("North
Carolina Dividend"), Nuveen North Carolina Dividend Advantage Municipal Fund 2
("North Carolina Dividend 2"), Nuveen North Carolina Dividend Advantage
Municipal Fund 3 ("North Carolina Dividend 3"), Nuveen North Carolina Premium
Income Municipal Fund ("North Carolina Premium") (North Carolina Dividend, North
Carolina Dividend 2, North Carolina Dividend 3 and North Carolina Premium are
collectively the "North Carolina Funds"), Nuveen Ohio Dividend Advantage
Municipal Fund ("Ohio Dividend"), Nuveen Ohio Dividend Advantage Municipal Fund
2 ("Ohio Dividend 2"), Nuveen Ohio Dividend Advantage Municipal Fund 3 ("Ohio
Dividend 3"), Nuveen Pennsylvania Dividend Advantage Municipal Fund
("Pennsylvania Dividend"), Nuveen Pennsylvania Dividend Advantage Municipal Fund
2 ("Pennsylvania Dividend 2"), Nuveen Pennsylvania Premium Income Municipal Fund
2 ("Pennsylvania Premium 2"), Nuveen Pennsylvania Investment Quality Municipal
Fund ("Pennsylvania Investment") (Pennsylvania Dividend, Pennsylvania Dividend
2, Pennsylvania Premium 2 and Pennsylvania Investment are collectively the
"Pennsylvania Funds"), Nuveen Texas Quality Income Municipal Fund ("Texas
Quality"), Nuveen Virginia Dividend Advantage Municipal Fund ("Virginia
Dividend"), Nuveen Virginia Dividend Advantage Municipal Fund 2 ("Virginia
Dividend 2") and Nuveen Virginia Premium Income Municipal Fund ("Virginia
Premium") (Virginia Dividend, Virginia Dividend 2 and Virginia Premium are
collectively the "Virginia Funds"), EACH A MASSACHUSETTS BUSINESS TRUST
(COLLECTIVELY, THE "MASSACHUSETTS BUSINESS TRUSTS"), and Nuveen Arizona Premium
Income Municipal Fund, Inc. ("Arizona Premium") (Arizona Dividend, Arizona
Dividend 2, Arizona Dividend 3 and Arizona Premium are collectively the "Arizona
Funds"), Nuveen California Municipal Value Fund, Inc. ("California Value"),
Nuveen California Performance Plus Municipal Fund, Inc. ("California
Performance"), Nuveen California Municipal Market Opportunity Fund, Inc.
("California Opportunity"), Nuveen California Investment Quality Municipal Fund,
Inc. ("California Investment"), Nuveen California Select Quality Municipal Fund,
Inc. ("California Select"), Nuveen California Quality Income Municipal Fund,
Inc. ("California Quality"), Nuveen Insured California Premium Income Municipal
Fund, Inc. ("Insured California"), Nuveen Insured California Premium Income
Municipal Fund 2, Inc. ("Insured California 2") (California Value, California
Performance, California Opportunity, California Investment, California Select,
California Quality, Insured California, Insured California 2, California
Premium, California Dividend, California Dividend 2, California Dividend 3,
Insured California Dividend and Insured California Tax-Free are collectively the
"California Funds"), Nuveen Michigan Premium Income Municipal Fund, Inc.
("Michigan Premium"), Nuveen Michigan Quality Income Municipal Fund, Inc.
("Michigan Quality") (Michigan Dividend, Michigan Premium and Michigan Quality
are collectively the

"Michigan Funds"), Nuveen New Jersey Investment Quality Municipal Fund, Inc.
("New Jersey Investment"), Nuveen New Jersey Premium Income Municipal Fund, Inc.
("New Jersey Premium") (New Jersey Dividend, New Jersey Dividend 2, New Jersey
Investment and New Jersey Premium are collectively the "New Jersey Funds") and
Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio Quality") (Ohio Dividend,
Ohio Dividend 2, Ohio Dividend 3 and Ohio Quality are collectively the "Ohio
Funds"), EACH A MINNESOTA CORPORATION (COLLECTIVELY, THE "MINNESOTA
CORPORATIONS") (the Massachusetts Business Trusts and Minnesota Corporations are
each a "Fund" and collectively, the "Funds"), of proxies to be voted at the
Annual Meeting of Shareholders to be held in the 33rd floor conference room of
Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Tuesday,
November 14, 2006, at 12:00 p.m., Central time (for each Fund, an "Annual
Meeting" and collectively, the "Annual Meetings"), and at any and all
adjournments thereof.

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

This Joint Proxy Statement is first being mailed to shareholders on or about
October 4, 2006.

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:

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MATTER COMMON SHARES PREFERRED SHARES(1)
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1a(i). For each Minnesota Corporation (except X X
California Value) election of seven (7)
Board Members by all shareholders
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a(ii). For each Minnesota Corporation (except X
California Value) election of two (2)
Board Members by Preferred Shares only
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b. Election of four (4) Board Members for X N/A
California Value by all shareholders
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c(i). For each Massachusetts Business Trust, X X
election of seven (7) Board Members by
all shareholders
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c(ii). For each Massachusetts Business Trust, X
election of two (2) Board Members by
Preferred Shares only
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(1) Taxable Auctioned Preferred Shares for Senior Income; FundPreferred shares
for Floating Rate, Floating Rate Opportunity and Tax-Advantaged Floating
Rate; and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred") for each other Fund are referred to as "Preferred Shares."

A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of Preferred Shares of each Fund

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

For each Fund, 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 Fund. For purposes of determining the approval of the proposal
to elect nominees for each Fund, abstentions and broker non-votes will have no
effect on the election of Board Members.

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 18, 2006 will be entitled to one vote for each share held. As of
September 18, 2006, the shares of the Funds were issued and outstanding as
follows:

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

Floating Rate JFR 47,286,920 Series M 4,000
Series T 4,000
Series W 4,000
Series F 4,000
----------------------------------------------------------------------------------------------
Floating Rate Opportunity JRO 28,397,051 Series M 3,200
Series TH 3,200
Series F 3,200
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Tax-Advantaged Floating JFP 13,851,500 Series TH 3,120
Rate
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Senior Income NSL 29,809,917 Series TH 1,840
----------------------------------------------------------------------------------------------
Arizona Dividend NFZ 1,548,069 Series T 480
----------------------------------------------------------------------------------------------
Arizona Dividend 2 NKR 2,431,777 Series W 740
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Arizona Dividend 3 NXE 3,067,531 Series M 880
----------------------------------------------------------------------------------------------
Arizona Premium NAZ 4,468,210 Series TH 1,200
----------------------------------------------------------------------------------------------
California Value NCA 25,241,808 N/A
----------------------------------------------------------------------------------------------
California Performance NCP 12,965,744 Series T 1,800
Series W 640
Series F 1,800
----------------------------------------------------------------------------------------------
California Opportunity NCO 8,156,800 Series W 2,200
Series F 520
----------------------------------------------------------------------------------------------
California Investment NQC 13,580,232 Series M 3,600
Series W 880
----------------------------------------------------------------------------------------------
California Select NVC 23,114,856 Series T 2,400
Series W 1,680
Series TH 3,600
----------------------------------------------------------------------------------------------
California Quality NUC 21,999,727 Series M 1,400
Series W 3,000
Series F 3,000
----------------------------------------------------------------------------------------------
Insured California NPC 6,455,666 Series T 1,800
----------------------------------------------------------------------------------------------
Insured California 2 NCL 12,716,370 Series T 1,900
Series TH 1,900
----------------------------------------------------------------------------------------------
California Premium NCU 5,774,216 Series M 1,720
----------------------------------------------------------------------------------------------
California Dividend NAC 23,453,708 Series TH 3,500
Series F 3,500
----------------------------------------------------------------------------------------------
California Dividend 2 NVX 14,790,660 Series M 2,200
Series F 2,200
----------------------------------------------------------------------------------------------
California Dividend 3 NZH 24,112,833 Series M 3,740
Series TH 3,740
----------------------------------------------------------------------------------------------
Insured California Dividend NKL 15,266,858 Series T 2,360
Series F 2,360
----------------------------------------------------------------------------------------------
Insured California Tax-Free NKX 5,883,301 Series TH 1,800
----------------------------------------------------------------------------------------------

Connecticut Dividend NFC 2,572,515 Series T 780
----------------------------------------------------------------------------------------------
Connecticut Dividend 2 NGK 2,312,831 Series W 700
----------------------------------------------------------------------------------------------
Connecticut Dividend 3 NGO 4,359,370 Series F 1,280
----------------------------------------------------------------------------------------------
Connecticut Premium NTC 5,358,793 Series TH 1,532
----------------------------------------------------------------------------------------------
Insured Florida Tax-Free NWF 3,882,373 Series W 1,160
----------------------------------------------------------------------------------------------
Insured Florida Premium NFL 14,393,396 Series W 1,640
Series TH 2,800
----------------------------------------------------------------------------------------------
Florida Investment NQF 16,587,502 Series T 3,080
Series F 2,200
----------------------------------------------------------------------------------------------
Florida Quality NUF 14,302,595 Series M 1,700
Series TH 1,700
Series F 1,280
----------------------------------------------------------------------------------------------
Georgia Dividend NZX 1,966,283 Series M 600
----------------------------------------------------------------------------------------------
Georgia Dividend 2 NKG 4,553,660 Series F 1,320
----------------------------------------------------------------------------------------------
Georgia Premium NPG 3,804,138 Series TH 1,112
----------------------------------------------------------------------------------------------
Maryland Dividend NFM 4,175,124 Series M 1,280
----------------------------------------------------------------------------------------------
Maryland Dividend 2 NZR 4,185,205 Series F 1,280
----------------------------------------------------------------------------------------------
Maryland Dividend 3 NWI 5,360,346 Series T 1,560
----------------------------------------------------------------------------------------------
Maryland Premium NMY 10,633,841 Series W 1,404
Series TH 1,760
----------------------------------------------------------------------------------------------
Insured Massachusetts NGX 2,722,095 Series W 820
Tax-Free
----------------------------------------------------------------------------------------------
Massachusetts Dividend NMB 1,956,482 Series T 600
----------------------------------------------------------------------------------------------
Massachusetts Premium NMT 4,761,292 Series TH 1,360
----------------------------------------------------------------------------------------------
Michigan Dividend NZW 2,064,276 Series W 640
----------------------------------------------------------------------------------------------
Michigan Premium NMP 7,751,047 Series M 840
Series TH 1,400
----------------------------------------------------------------------------------------------
Michigan Quality NUM 11,714,953 Series TH 3,200
Series F 560
----------------------------------------------------------------------------------------------
Missouri Premium NOM 2,293,265 Series TH 640
----------------------------------------------------------------------------------------------
New Jersey Dividend NXJ 6,566,663 Series T 1,920
----------------------------------------------------------------------------------------------
New Jersey Dividend 2 NUJ 4,517,888 Series W 1,380
----------------------------------------------------------------------------------------------
New Jersey Investment NQJ 20,484,321 Series M 3,200
Series TH 2,000
Series F 1,280
----------------------------------------------------------------------------------------------
New Jersey Premium NNJ 12,049,496 Series T 624
Series W 1,440
Series TH 1,600
----------------------------------------------------------------------------------------------
North Carolina Dividend NRB 2,257,434 Series T 680
----------------------------------------------------------------------------------------------
North Carolina Dividend 2 NNO 3,747,433 Series F 1,120
----------------------------------------------------------------------------------------------
North Carolina Dividend 3 NII 3,930,105 Series W 1,120
----------------------------------------------------------------------------------------------
North Carolina Premium NNC 6,351,838 Series TH 1,872
----------------------------------------------------------------------------------------------
Ohio Dividend NXI 4,242,916 Series W 1,240
----------------------------------------------------------------------------------------------

Ohio Dividend 2 NBJ 3,121,477 Series F 960
----------------------------------------------------------------------------------------------
Ohio Dividend 3 NVJ 2,158,239 Series T 660
----------------------------------------------------------------------------------------------
Ohio Quality NUO 9,746,031 Series M 680
Series TH1 1,400
Series TH2 1,000
----------------------------------------------------------------------------------------------
Pennsylvania Dividend NXM 3,323,983 Series T 1,000
----------------------------------------------------------------------------------------------
Pennsylvania Dividend 2 NVY 3,724,790 Series M 1,140
----------------------------------------------------------------------------------------------
Pennsylvania Premium 2 NPY 15,826,750 Series M 844
Series TH 2,080
Series F 1,800
----------------------------------------------------------------------------------------------
Pennsylvania Investment NQP 16,301,497 Series T 880
Series W 2,400
Series TH 2,000
----------------------------------------------------------------------------------------------
Texas Quality NTX 9,495,144 Series M 760
Series TH 2,000
----------------------------------------------------------------------------------------------
Virginia Dividend NGB 3,128,282 Series W 960
----------------------------------------------------------------------------------------------
Virginia Dividend 2 NNB 5,720,907 Series M 1,680
----------------------------------------------------------------------------------------------
Virginia Premium NPV 8,912,599 Series T 832
Series TH 1,720
----------------------------------------------------------------------------------------------

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

ELECTION OF BOARD MEMBERS

MINNESOTA CORPORATIONS

At the Annual Meeting of each Minnesota Corporation, Board Members are to be
elected to serve until the next annual meeting or until their successors shall
have been duly elected and qualified. Under the terms of each Minnesota
Corporation's organizational documents (except California Value), under normal
circumstances, holders of Preferred Shares are entitled to elect two (2) Board
Members, and the remaining Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Pursuant to the
organizational documents of California Value, the Board is divided into three
classes, with each class being elected to serve until the third succeeding
annual meeting subsequent to their election or thereafter in each case when
their respective successors are duly elected and qualified. For California
Value, four (4) Board Members are nominated to be elected at this meeting.

A. FOR EACH MINNESOTA CORPORATION, EXCEPT CALIFORNIA VALUE:

(i) seven (7) Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Board
Members Bremner, Brown,

Evans, Hunter, Kundert, Stockdale and Sunshine are nominees for election by
all shareholders.

B. FOR CALIFORNIA VALUE: The Board of California Value has designated
Board Members Bremner, Evans and Schneider as Class III Board Members, and
as nominees for Board Members for a term expiring at the annual meeting of
shareholders in 2009, and has re-designated Board Member Stockdale as a
Class I Board Member, and as a nominee for Board Member for a term expiring
at the annual meeting of shareholders in 2007 or until their successors
have been duly elected and qualified. The Board re-designated Board Member
Stockdale as a Class I Board Member pursuant to California Value's Articles
of Incorporation in order to maintain an equal number of directors in each
class. The remaining Board Members Brown, Schwertfeger, Hunter, Kundert and
Sunshine are current and continuing Board Members. The Board of California
Value has designated Board Members Brown and Schwertfeger as continuing
Class I Board Members for terms expiring in 2007 and has designated Board
Members Hunter, Kundert and Sunshine as continuing Class II Board Members
for terms expiring in 2008.

MASSACHUSETTS BUSINESS TRUSTS

In February 2006, the By-Laws of each Massachusetts Business Trust were amended
to provide for the division of the Board into classes. Pursuant to the amended
By-Laws, the Board Members of each Massachusetts Business Trust classified
themselves by resolution dated August 1, 2006 into three classes, Class I, Class
II and Class III, to be elected at the Annual Meeting by the holders of the
outstanding Common Shares and Preferred Shares, voting together as a single
class. If elected, Class I Board Members will serve until the first succeeding
annual meeting subsequent to their election; Class II Board Members will serve
until the second succeeding annual meeting subsequent to their election; and
Class III Board Members will serve until the third succeeding annual meeting
subsequent to their election. At each subsequent annual meeting, the Board
Members chosen to succeed those whose terms are expiring shall be identified as
being of the same class as the Board Members whom they succeed and shall be
elected for a term expiring at the time of the third succeeding annual meeting
subsequent to their election or thereafter in each case when their respective
successors are duly elected and qualified. For each Massachusetts Business
Trust, under normal circumstances, holders of Preferred Shares will continue to
be entitled to elect two (2) Board Members. The Board Members elected by holders
of Preferred Shares will be elected to serve until the next annual meeting or
until their successors shall have been duly elected and qualified.

C. FOR EACH MASSACHUSETTS BUSINESS TRUST:

(i) seven (7) Board Members are to be elected by holders of Common
Shares and Preferred Shares, voting together as a single class. Board
Members Brown and Stockdale have been designated as Class I Board Members,
and as nominees for Board Members for a term expiring at the annual meeting
of shareholders in 2007 or until their successors have been duly elected
and qualified. Board Members Hunter, Kundert

and Sunshine have been designated as Class II Board Members, and as
nominees for Board Members for a term expiring at the annual meeting of
shareholders in 2008 or until their successors have been duly elected and
qualified. Board Members Bremner and Evans have been designated as Class
III Board Members, and as nominees for Board Members for a term expiring at
the annual meeting of shareholders in 2009 or until their successors have
been duly elected and qualified.

(ii) two (2) Board Members are to be elected by holders of Preferred
Shares, each series voting together as a single class. Board Members
Schneider and Schwertfeger are nominees for election by holders of
Preferred Shares for a term expiring at the next annual meeting or until
their successors have been duly elected and qualified.

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

Except for California Value, all of the Board Member nominees were last elected
to each Fund's Board at the 2005 annual meeting of shareholders. Board Members
Hunter, Kundert and Sunshine were last elected as Class II members of the Board
of California Value at the 2005 annual meeting of shareholders. Board Members
Brown and Schwertfeger were last elected as Class I members of the Board of
California Value at the 2004 annual meeting of shareholders. Board Members
Bremner, Evans, Schneider and Stockdale were last elected as Class III members
of the Board of California Value at the 2003 annual meeting of shareholders.

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

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

BOARD NOMINEES/BOARD MEMBERS

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

Nominees who are not
interested persons of
the Fund

Robert P. Bremner Board Term: Annual or as Private Investor 167 N/A
c/o Nuveen Member; a Class III Board and Management
Investments, Inc. Lead Member until 2009 Consultant.
333 West Wacker Drive Independent Length of Service:
Chicago, IL 60606 Director Since 1996; Lead
(8/22/40) Independent
Director Since
2005
Lawrence H. Brown Board Term: Annual or as Retired (1989) as 167 See
c/o Nuveen Member a Class I Board Senior Vice Principal
Investments, Inc. Member until 2007 President of The Occupation
333 West Wacker Drive Length of Service: Northern Trust Description
Chicago, IL 60606 Since 1993 Company; Director,
(7/29/34) Community Advisory
Board for Highland
Park and Highwood,
United Way of the
North Shore (since
2002).

Jack B. Evans Board Term: Annual or as President, The 167 See
c/o Nuveen Member a Class III Board Hall- Perrine Principal
Investments, Inc. Member until 2009 Foundation, a Occupation
333 West Wacker Drive Length of Service: private Description
Chicago, IL 60606 Since 1999 philanthropic
(10/22/48) corporation (since
1996); Director and
Vice Chairman,
United Fire Group,
a publicly held
company; Adjunct
Faculty Member,
University of Iowa;
Director, Gazette
Companies; Life
Trustee of Coe
College and Iowa
College Foundation;
formerly, Director,
Alliant Energy;
formerly, Director,
Federal Reserve
Bank of Chicago;
formerly, President
and Chief Operating
Officer, SCI
Financial Group,
Inc., a regional
financial services
firm.

William C. Hunter Board Term: Annual or as Dean, Tippie 167 See
c/o Nuveen Member a Class II Board College of Principal
Investments, Inc. Member until 2008 Business, Occupation
333 West Wacker Drive Length of Service: University of Iowa Description
Chicago, IL 60606 Since 2004 (since June 2006);
(3/6/48) formerly,
(2003-2006), Dean
and Distinguished
Professor of
Finance, School of
Business at the
University of
Connecticut;
formerly, Senior
Vice President and
Director of
Research at the
Federal Reserve
Bank of Chicago
(1995-2003);
Director, Credit
Research Center at
Georgetown
University;
Director (since
2004) of Xerox
Corporation, a
publicly held
company; Director,
SS&C Technologies,
Inc. (May
2005-October 2005).

David J. Kundert Board Term: Annual or as Retired (2004) as 165 See
c/o Nuveen Member a Class II Board Chairman, JPMorgan Principal
Investments, Inc. Member until 2008 Fleming Asset Occupation
333 West Wacker Drive Length of Service: Management, Description
Chicago, IL 60606 Since 2005 President and CEO,
(10/28/42) Banc One Investment
Advisors
Corporation, and
President, One
Group Mutual Funds;
prior thereto,
Executive Vice
President, Bank One
Corporation and
Chairman and CEO,
Banc One Investment
Management Group;
Board of Regents,
Luther College;
member of the
Wisconsin Bar
Association; member
of Board of
Directors, Friends
of Boerner
Botanical Gardens.

William J. Schneider Board Term: Annual or as Chairman, Miller- 167 See
c/o Nuveen Member a Class III Board Valentine Partners Principal
Investments, Inc. Member until 2009 Ltd., a real estate Occupation
333 West Wacker Drive Length of Service: investment company; Description
Chicago, IL 60606 Since 1996 formerly, Senior
(9/24/44) Partner and Chief
Operating Officer
(retired 2004) of
Miller-Valentine
Group; formerly,
Vice President,
Miller-Valentine
Realty; Director,
Chair of the
Finance Committee
and Member of the
Audit Committee of
Premier Health
Partners, the
not-for-profit
parent company of
Miami Valley
Hospital; Vice
President of the
Dayton Philharmonic
Orchestra
Association; Board
Member, Regional
Leaders Forum which
promotes
cooperation on
economic
development issues;
formerly, Director,
Dayton Development
Coalition;
formerly, Member,
Community Advisory
Board, National
City Bank, Dayton,
Ohio and Business
Advisory Council,
Cleveland Federal
Reserve Bank.

Judith M. Stockdale Board Term: Annual or as Executive Director, 167 N/A
c/o Nuveen Member a Class I Board Gaylord and Dorothy
Investments, Inc. Member until 2007 Donnelley
333 West Wacker Drive Length of Service: Foundation (since
Chicago, IL 60606 Since 1997 1994); prior
(12/29/47) thereto, Executive
Director, Great
Lakes Protection
Fund (from 1990 to
1994).
Eugene S. Sunshine Board Term: Annual or as Senior Vice 167 See
c/o Nuveen Member a Class II Board President for Principal
Investments, Inc. Member until 2008 Business and Occupation
333 West Wacker Drive Length of Service: Finance (since Description
Chicago, IL 60606 Since 2005 1997), Northwestern
(1/22/50) University;
Director (since
2003), Chicago
Board Options
Exchange; Chairman
(since 1997), Board
of Directors,
Rubicon, an
insurance company
owned by
Northwestern
University;
Director (since
1997), Evanston
Chamber of Commerce
and Evanston
Inventure, a
business
development
organization;
formerly, Director
(2003-2006),
National Mentor
Holdings, a
privately-held,
national provider
of home and
community-based
services.

Nominee who is an
interested person of
the Fund

Timothy R. Chairman of Term: Annual or as Chairman and 167 See
Schwertfeger(2) the Board a Class I Board Director (since Principal
333 West Wacker Drive and Board Member until 2007 1996) of Nuveen Occupation
Chicago, IL 60606 Member Length of Service: Investments, Inc. Description
(3/28/49) Since 1996 and Nuveen
Investments, LLC;
Chairman and
Director (since
1997) of Nuveen
Asset Management;
Chairman and
Director (since
1999) of
Rittenhouse Asset
Management, Inc.;
Chairman of Nuveen
Investments
Advisers, Inc.
(since 2002); Chief
Executive Officer,
NWQ Holdings, LLC;
formerly, Director
(from 1996 to 2006)
of Institutional
Capital
Corporation;
formerly, Director
(from 1992 to 2004)
and Chairman (from
1996 to 2004) of
Nuveen Advisory
Corp. and Nuveen
Institutional
Advisory Corp.(3)
-------------------------------------------------------------------------------------------------------

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

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

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

BENEFICIAL OWNERSHIP

The following table lists the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen funds overseen
by the Board Member nominee as of December 31, 2005.

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

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

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

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

DOLLAR RANGE OF EQUITY SECURITIES
------------------------------------------------------------------------------------------------------
BOARD MEMBER CALIFORNIA CALIFORNIA INSURED INSURED CALIFORNIA CALIFORNIA
NOMINEES SELECT QUALITY CALIFORNIA CALIFORNIA 2 PREMIUM 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
David J. Kundert....... 0 0 0 0 0 0
William J. Schneider... 0 0 0 0 0 0
Timothy R.
Schwertfeger......... 0 0 0 0 0 0
Judith M. Stockdale.... 0 0 0 0 0 0
Eugene S. Sunshine..... 0 0 0 0 0 0
------------------------------------------------------------------------------------------------------

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

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

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

DOLLAR RANGE OF EQUITY SECURITIES
-------------------------------------------------------------------------------------------
BOARD MEMBER GEORGIA GEORGIA GEORGIA MARYLAND MARYLAND MARYLAND
NOMINEES DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
-------------------------------------------------------------------------------------------

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

DOLLAR RANGE OF EQUITY SECURITIES
-----------------------------------------------------------------------------------------
NEW NEW NEW NEW
BOARD MEMBER MICHIGAN MISSOURI JERSEY JERSEY JERSEY JERSEY
NOMINEES QUALITY PREMIUM DIVIDEND DIVIDEND 2 INVESTMENT PREMIUM
-----------------------------------------------------------------------------------------

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

DOLLAR RANGE OF EQUITY SECURITIES
-------------------------------------------------------------------------------------------------------
BOARD MEMBER OHIO OHIO PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
NOMINEES DIVIDEND 3 QUALITY DIVIDEND DIVIDEND 2 PREMIUM 2 INVESTMENT
-------------------------------------------------------------------------------------------------------

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

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

(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 the Board Member.

The following table sets forth, for each Board Member and for the Board Members
and officers as a group, the amount of shares beneficially owned in each Fund as
of December 31, 2005. The information as to beneficial ownership is based on
statements furnished by each Board Member and officer.

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

Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 1,000 0 0
Jack B. Evans................. 1,600 0 0 5,000 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 0 4,800 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 49,000 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 1,600 4,800 0 55,000 0 0
-------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
-----------------------------------------------------------------------------------------
NEW NEW NEW NEW
BOARD MEMBER MICHIGAN MISSOURI JERSEY JERSEY JERSEY JERSEY
NOMINEES QUALITY PREMIUM DIVIDEND DIVIDEND 2 INVESTMENT 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
David J. Kundert..... 0 0 0 0 0 0
William J.
Schneider.......... 0 0 0 0 0 0
Timothy R.
Schwertfeger....... 0 0 0 0 0 0
Judith M.
Stockdale.......... 0 0 0 0 0 0
Eugene S. Sunshine... 0 0 0 0 0 0
ALL BOARD MEMBERS AND
OFFICERS AS A
GROUP.............. 0 0 0 0 0 0
-----------------------------------------------------------------------------------------

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

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

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
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0
-----------------------------------------------------------------------------

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

On December 31, 2005, Board Members and executive officers as a group
beneficially owned 1,338,618 shares of all funds managed by the Adviser
(includes deferred units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitute less than 1% of the outstanding shares of
each Fund. As of September 18, 2006, the Board Members and executive officers as
a group beneficially owned less than 1% of the outstanding shares of each Fund.
As of September 18, 2006, no shareholder beneficially owned more than 5% of any
class of shares of any Fund, except as listed below:

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

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

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

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

COMPENSATION

Prior to January 1, 2006, for all Nuveen funds, Independent Board Members
received an $85,000 annual retainer plus (a) a fee of $2,000 per day for
attendance at a regularly scheduled meeting of the Board; (b) a fee of $1,000
per day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled board meeting; (c) a fee
of $1,000 per day for attendance in person at an audit committee or compliance,
risk management and regulatory oversight committee meeting where in-person
attendance is required and $750 per day for audit committee attendance by
telephone or in person where in-person attendance is not required and $500 per
day for compliance, risk management and regulatory oversight committee
attendance by telephone or in person where in-person attendance is not required;
(d) a fee of $500 per day for attendance at a meeting of the dividend committee;
and (e) a fee of $500 per day for attendance in person at all other committee
meetings (including ad hoc committee meetings and shareholder meetings) on a day
on which no regularly scheduled board meeting is held in which in-person
attendance is required and $250 per day for attendance by telephone or in person
at such meetings where in-person attendance is not required, plus, in each case,
expenses incurred in attending such meetings. In addition to the payments
described above, the chairperson of each committee of the Board (except the
dividend committee and executive committee) received $5,000 as an addition to
the annual retainer paid to such individuals. When ad hoc committees were
organized, the Board may have provided for additional compensation to be paid to
the members of such committees. The annual retainer, fees and expenses were
allocated among the funds managed by the Adviser, on the basis of relative net
asset sizes although fund management could have, in its discretion, established
a minimum amount to be allocated to each fund. The Board Member affiliated with
Nuveen and the Adviser served without any compensation from the Funds.

Effective January 1, 2006, for all Nuveen funds, Independent Board Members
receive a $90,000 annual retainer plus (a) a fee of $2,500 per day for
attendance at a regularly scheduled meeting of the Board; (b) a fee of $2,000
per meeting for attendance in person where such in-person attendance is required
and $1,000 per meeting for attendance by telephone or in person where in-person
attendance is not required at a special, non-regularly scheduled board meeting;
(c) a fee of $1,500 per meeting for attendance at an audit committee meeting;
(d) a fee of $1,500 per meeting for attendance in person at a compliance, risk
management and regulatory oversight committee meeting where in-person attendance
is required and $1,000 per meeting for attendance by telephone or in person
where in-person attendance is not required; (e) a fee of $1,000 per meeting for
attendance for a meeting of the dividend committee; and (f) a fee of $500 per
meeting for attendance in person at all other committee meetings (including
shareholder meetings) on a day on which no regularly scheduled board meeting is
held in which in-person attendance is required and $250 per meeting for
attendance by telephone or in person at such committee meetings (excluding
shareholder meetings) where in-person attendance is not required and $100 per
meeting when the executive committee acts as pricing committee for IPOs, plus,
in each case, expenses incurred in attending such meetings. In addition to the
payments described above, the Lead Independent Director receives $20,000, the
chairpersons of the audit committee and the compliance, risk management and
regulatory oversight committee receive $7,500 and the chairperson of the
nominating and governance committee receives $5,000 as additional retainers to
the annual retainer paid to such individuals. Independent Board Members also
receive a fee of $2,000 per day for site visits to
28

entities that provide services to the Nuveen funds held on days on which no
regularly scheduled board meeting is held. When ad hoc committees are organized,
the nominating and governance committee will at the time of formation determine
compensation to be paid to the members of such committee, however, in general
such fees will be $1,000 per meeting for attendance in person at any ad hoc
committee meeting where in-person attendance is required and $500 per meeting
for attendance by telephone or in person at such meetings where in-person
attendance is not required.

The annual retainer, fees and expenses are allocated among the funds managed by
the Adviser, on the basis of relative net asset sizes although fund management
may, in its discretion, establish a minimum amount to be allocated to each fund.
The Board Member affiliated with Nuveen and the Adviser serves without any
compensation from the Funds.

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

The table below shows, for each Independent Board Member, the aggregate
compensation (i) paid by each Fund to each Board Member for its last fiscal year
and (ii) paid (including deferred fees) for service on the boards of the Nuveen
open-end and closed-end funds managed by the Adviser for the calendar year ended
2005. Mr. Schwertfeger, a Board Member who is an interested person of the Funds,
does not receive any compensation from the Funds or any Nuveen funds.

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
------------------------------------------------------------------------------------------------------------
TAX-
FLOATING ADVANTAGED
BOARD MEMBER FLOATING RATE FLOATING SENIOR ARIZONA ARIZONA
NOMINEES RATE OPPORTUNITY RATE INCOME DIVIDEND DIVIDEND 2
------------------------------------------------------------------------------------------------------------

Robert P. Bremner............. $2,909 $1,746 $754 $897 $96 $151
Lawrence H. Brown............. 2,666 1,600 691 820 89 139
Jack B. Evans................. 2,834 1,701 734 876 93 147
William C. Hunter............. 1,593 956 412 445 68 107
David J. Kundert.............. 2,104 1,263 545 635 67 106
William J. Schneider.......... 2,814 1,689 729 847 93 146
Judith M. Stockdale........... 2,096 1,258 543 635 69 108
Eugene S. Sunshine............ 2,624 1,575 680 808 85 134
------------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
-------------------------------------------------------------------------------------------------
BOARD MEMBER ARIZONA ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
NOMINEES DIVIDEND 3 PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT
-------------------------------------------------------------------------------------------------

Robert P. Bremner.... $181 $256 $651 $777 $495 $819
Lawrence H. Brown.... 167 236 592 706 453 744
Jack B. Evans........ 176 249 635 758 480 798
William C. Hunter.... 128 180 391 467 376 492
David J. Kundert..... 127 180 517 617 374 650
William J.
Schneider.......... 174 247 638 761 476 802
Judith M.
Stockdale.......... 129 182 510 609 381 641
Eugene S. Sunshine... 160 226 593 707 433 745
-------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
----------------------------------------------------------------------------------------------------
BOARD MEMBER CALIFORNIA CALIFORNIA INSURED INSURED CALIFORNIA CALIFORNIA
NOMINEES SELECT QUALITY CALIFORNIA CALIFORNIA 2 PREMIUM DIVIDEND
----------------------------------------------------------------------------------------------------

Robert P. Bremner.... $1,401 $1,344 $369 $725 $322 $1,377
Lawrence H. Brown.... 1,273 1,221 338 659 295 1,251
Jack B. Evans........ 1,366 1,310 358 707 312 1,342
William C. Hunter.... 842 808 280 436 245 827
David J. Kundert..... 1,112 1,066 279 575 244 1,092
William J.
Schneider.......... 1,372 1,316 354 710 310 1,348
Judith M.
Stockdale.......... 1,097 1,052 284 568 248 1,078
Eugene S. Sunshine... 1,275 1,223 323 660 282 1,253
----------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
----------------------------------------------------------------------------------------------------
INSURED INSURED
BOARD MEMBER CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CONNECTICUT CONNECTICUT
NOMINEES DIVIDEND 2 DIVIDEND 3 DIVIDEND TAX-FREE DIVIDEND DIVIDEND 2
----------------------------------------------------------------------------------------------------

Robert P. Bremner.... $856 $1,395 $900 $334 $126 $114
Lawrence H. Brown.... 778 1,267 818 306 135 122
Jack B. Evans........ 834 1,359 878 324 138 125
William C. Hunter.... 514 837 541 254 110 100
David J. Kundert..... 679 1,106 714 253 109 99
William J.
Schneider.......... 838 1,365 881 321 139 126
Judith M.
Stockdale.......... 670 1,092 705 257 111 100
Eugene S. Sunshine... 779 1,269 819 293 128 116
----------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
--------------------------------------------------------------------------------------------
INSURED INSURED
BOARD MEMBER CONNECTICUT CONNECTICUT FLORIDA FLORIDA FLORIDA FLORIDA
NOMINEES DIVIDEND 3 PREMIUM TAX-FREE PREMIUM INVESTMENT QUALITY
--------------------------------------------------------------------------------------------

Robert P. Bremner.... $206 $255 $190 $759 $864 $756
Lawrence H. Brown.... 221 273 180 715 813 712
Jack B. Evans........ 226 280 185 744 846 740
William C. Hunter.... 180 222 161 667 759 664
David J. Kundert..... 179 221 160 682 776 679
William J.
Schneider.......... 227 280 185 739 841 736
Judith M.
Stockdale.......... 181 224 162 659 750 656
Eugene S. Sunshine... 209 258 162 685 778 681
--------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
-------------------------------------------------------------------------------------------
BOARD MEMBER GEORGIA GEORGIA GEORGIA MARYLAND MARYLAND MARYLAND
NOMINEES DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
-------------------------------------------------------------------------------------------

Robert P. Bremner.... $96 $214 $183 $204 $206 $254
Lawrence H. Brown.... 103 229 195 218 221 272
Jack B. Evans........ 105 234 200 223 226 278
William C. Hunter.... 84 186 159 177 179 221
David J. Kundert..... 83 185 158 176 179 220
William J.
Schneider.......... 106 235 200 223 226 279
Judith M.
Stockdale.......... 84 187 160 178 181 222
Eugene S. Sunshine... 97 216 184 206 208 257
-------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
-----------------------------------------------------------------------------------------------------
INSURED
BOARD MEMBER MARYLAND MASSACHUSETTS MASSACHUSETTS MASSACHUSETTS MICHIGAN MICHIGAN
NOMINEES PREMIUM TAX-FREE DIVIDEND PREMIUM DIVIDEND PREMIUM
-----------------------------------------------------------------------------------------------------

Robert P. Bremner.... $512 $131 $97 $226 $129 $473
Lawrence H. Brown.... 547 140 104 242 119 436
Jack B. Evans........ 561 143 106 247 125 460
William C. Hunter.... 445 114 85 197 91 334
David J. Kundert..... 443 113 84 195 91 332
William J.
Schneider.......... 562 144 107 248 124 456
Judith M.
Stockdale.......... 448 115 85 198 92 338
Eugene S. Sunshine... 517 132 98 228 114 419
-----------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
----------------------------------------------------------------------------------------------
BOARD MEMBER MICHIGAN MISSOURI NEW JERSEY NEW JERSEY NEW JERSEY NEW JERSEY
NOMINEES QUALITY PREMIUM DIVIDEND DIVIDEND 2 INVESTMENT PREMIUM
----------------------------------------------------------------------------------------------

Robert P. Bremner.... $754 $108 $330 $232 $1,060 $626
Lawrence H. Brown.... 692 115 313 220 998 589
Jack B. Evans........ 735 118 321 226 1,038 613
William C. Hunter.... 414 93 279 196 932 550
David J. Kundert..... 546 93 278 195 953 563
William J.
Schneider.......... 729 118 322 226 1,032 609
Judith M.
Stockdale.......... 542 94 281 197 920 543
Eugene S. Sunshine... 681 109 282 198 956 564
----------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
--------------------------------------------------------------------------------------------
NORTH NORTH NORTH NORTH
BOARD MEMBER CAROLINA CAROLINA CAROLINA CAROLINA OHIO OHIO
NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM DIVIDEND DIVIDEND 2
--------------------------------------------------------------------------------------------

Robert P. Bremner.... $111 $184 $185 $304 $261 $194
Lawrence H. Brown.... 119 196 197 325 240 178
Jack B. Evans........ 122 201 202 333 254 188
William C. Hunter.... 97 160 160 265 184 137
David J. Kundert..... 96 159 160 263 183 136
William J.
Schneider.......... 122 201 202 334 251 187
Judith M.
Stockdale.......... 97 161 161 266 186 138
Eugene S. Sunshine... 112 185 186 307 231 171
--------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
-------------------------------------------------------------------------------------------------------
BOARD MEMBER OHIO OHIO PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
NOMINEES DIVIDEND 3 QUALITY DIVIDEND DIVIDEND 2 PREMIUM 2 INVESTMENT
-------------------------------------------------------------------------------------------------------

Robert P. Bremner.... $135 $641 $170 $192 $793 $857
Lawrence H. Brown.... 124 591 162 182 747 807
Jack B. Evans........ 131 623 166 187 777 839
William C. Hunter.... 95 452 144 162 697 753
David J. Kundert..... 95 450 143 162 713 770
William J.
Schneider.......... 130 618 166 187 773 834
Judith M.
Stockdale.......... 96 457 145 163 689 744
Eugene S. Sunshine... 119 567 146 164 715 772
-------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)(2)
--------------------------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
FUNDS PAID TO
BOARD MEMBER TEXAS VIRGINIA VIRGINIA VIRGINIA BOARD
NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM MEMBERS
--------------------------------------------------------------------------------------------

Robert P. Bremner............. $583 $155 $282 $435 $133,125
Lawrence H. Brown............. 537 166 301 465 134,625
Jack B. Evans................. 567 170 308 476 138,625
William C. Hunter............. 411 135 245 378 119,625
David J. Kundert.............. 409 134 244 376 82,935
William J. Schneider.......... 562 171 309 477 136,125
Judith M. Stockdale........... 416 136 247 381 119,725
Eugene S. Sunshine............ 516 157 284 439 88,435
--------------------------------------------------------------------------------------------

(1) For each Fund, the aggregate compensation numbers are based on a combination
of the compensation schedules in effect prior to and after January 1, 2006.

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

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

Robert P. Bremner... $449 $269 $116 $138 $102 $122
Lawrence H. Brown... -- -- -- -- -- --
Jack B. Evans....... 723 434 187 223 164 196
William C. Hunter... 1,593 956 412 445 391 467
David J. Kundert.... 2,104 1,263 545 635 517 617
William J.
Schneider......... 2,814 1,689 729 847 638 761
Judith M.
Stockdale......... 1,266 760 328 385 310 371
Eugene S.
Sunshine.......... 2,278 1,367 590 709 520 620
---------------------------------------------------------------------------------------------

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

Robert P. Bremner...... $128 $220 $211 $114 $216
Lawrence H. Brown...... -- -- -- -- --
Jack B. Evans.......... 207 354 339 183 347
William C. Hunter...... 492 842 808 436 827
David J. Kundert....... 650 1,112 1,066 575 1,092
William J. Schneider... 802 1,372 1,316 710 1,348
Judith M. Stockdale.... 390 668 641 346 656
Eugene S. Sunshine..... 653 1,118 1,072 579 1,099
-----------------------------------------------------------------------------------------

DEFERRED FEES
------------------------------------------------------------------------------------
INSURED INSURED
BOARD MEMBER CALIFORNIA CALIFORNIA CALIFORNIA FLORIDA FLORIDA
NOMINEES DIVIDEND 2 DIVIDEND 3 DIVIDEND PREMIUM INVESTMENT
------------------------------------------------------------------------------------

Robert P. Bremner...... $134 $219 $141 $120 $136
Lawrence H. Brown...... -- -- -- -- --
Jack B. Evans.......... 216 352 227 193 220
William C. Hunter...... 514 837 541 667 759
David J. Kundert....... 679 1,106 714 682 776
William J. Schneider... 838 1,365 881 739 841
Judith M. Stockdale.... 408 665 429 386 440
Eugene S. Sunshine..... 683 1,113 718 573 652
------------------------------------------------------------------------------------

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

Robert P. Bremner...... $119 $116 $167 $99 $125 $135
Lawrence H. Brown...... -- -- -- -- -- --
Jack B. Evans.......... 193 188 270 159 202 218
William C. Hunter...... 664 414 932 550 697 753
David J. Kundert....... 679 546 953 563 713 770
William J. Schneider... 736 729 1,032 609 773 834
Judith M. Stockdale.... 385 327 540 319 404 436
Eugene S. Sunshine..... 570 590 800 472 598 646
---------------------------------------------------------------------------------------------------

Nuveen maintains a charitable matching contributions program to encourage the
active support and involvement of individuals in the civic activities of their
community. Until December 31, 2006, the Independent Board Members of the funds
managed by the Adviser are eligible to participate in the charitable
contributions program of Nuveen. Under the matching contributions program,
Nuveen will match the personal contributions of a Board Member to Section
501(c)(3) organizations up to an aggregate maximum amount of $10,000 during any
calendar year.

COMMITTEES

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

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

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 three meetings during
its last fiscal year, except the dividend committee of the California Funds held
four meetings.

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

Each Fund's Board has an audit committee, in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), that is
composed of Independent Board Members who are also "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner,
Lawrence H. Brown, Jack B. Evans, Chair, William J. Schneider and Eugene S.
Sunshine are current members of the audit committee of each Fund. The audit
committee is responsible for the oversight and monitoring of (1) the accounting
and reporting policies, procedures and practices and the audit of the financial
statements of the Funds, (2) the quality and integrity of the financial
statements of the Funds, and (3) the independent registered public accounting
firm's qualifications,

performance and independence. The audit committee reviews the work and any
recommendations of the Funds' independent registered public accounting firm.
Based on such review, it is authorized to make recommendations to the Board. The
audit committee is also responsible for the oversight of the Pricing Procedures
of the Funds and the internal Valuation Group. The Boards have adopted a written
Audit Committee Charter that conforms to the listing standards of the New York
Stock Exchange and American Stock Exchange. A copy of the Audit Committee
Charter is attached to the proxy statement as Appendix A. The audit committee of
each Fund held four meetings during its last fiscal year.

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

The nominating and governance committee looks to many sources for
recommendations of qualified candidates, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to nominate a candidate to
their Fund's Board should mail information to the attention of Lorna Ferguson,
Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Fund and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board Members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged, although there may
be times when the committee is not actively recruiting new Board members. In
those circumstances nominations will be kept on file until active recruitment is
under way.

The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability

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

The Independent Board Members of each Fund have appointed Robert P. Bremner as
their Lead Independent Director. The role of the Lead Independent Director is
one of coordination and assuring the appropriate, effective and efficient
functioning of the Board and the Board processes. Specific responsibilities may
include organizing and leading Independent Board Member sessions, facilitating
and ensuring an appropriate level of communication among the Independent Board
Members, leading the assessment of the Board's effectiveness, and working with
the Adviser's staff and outside counsel on board meeting agendas, board material
and workshops for Independent Board Members to ensure that the priorities of the
Independent Board Members are addressed.

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

THE OFFICERS

The following table sets forth information as of September 18, 2006 with respect
to each officer of the Funds other than Mr. Schwertfeger (who is a Board Member
and is included in the table relating to nominees for the Board). Officers
receive no compensation from the Funds. The officers are elected by the Board on
an annual basis to serve until successors are elected and qualified.

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

Gifford R. Zimmerman Chief Term: Annual Managing Director (since 167
333 West Wacker Drive Administrative Length of 2002), Assistant
Chicago, IL 60606 Officer Service: Secretary and Associate
(9/9/56) Since 1988 General Counsel,
formerly, Vice President
of Nuveen Investments,
LLC; Managing Director
(since 2002), Assistant
Secretary and Associate
General Counsel,
formerly, Vice President
of Nuveen Asset
Management; Managing
Director (since 2004)
and Assistant Secretary
(since 1994) of Nuveen
Investments, Inc.;
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002); Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director,
Associate General
Counsel and Assistant
Secretary of Rittenhouse
Asset Management, Inc.
and Symphony Asset
Management LLC (since
2003); Assistant
Secretary, Santa Barbara
Asset Management LLC
(since 2006);
previously, Managing
Director (from
2002-2004), General
Counsel and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(2)
Chartered Financial
Analyst.

Julia L. Antonatos Vice President Term: Annual Managing Director (since 167
333 West Wacker Drive Length of 2005), formerly, Vice
Chicago, IL 60606 Service: President, formerly,
(9/22/63) Since 2004 Assistant Vice President
of Nuveen Investments,
LLC; Chartered Financial
Analyst.

Michael T. Atkinson Vice President Term: Annual Vice President (since 167
333 West Wacker Drive and Assistant Length of 2002), formerly
Chicago, IL 60606 Secretary Service: Assistant Vice
(2/3/66) Since 2002 President, formerly,
Associate of Nuveen
Investments, LLC.

Peter H. D'Arrigo Vice President Term: Annual Vice President and 167
333 West Wacker Drive and Treasurer Length of Treasurer (since 1999)
Chicago, IL 60606 Service: of Nuveen Investments,
(11/28/67) Since 1999 LLC and of Nuveen
Investments, Inc.; Vice
President and Treasurer
of Nuveen Asset
Management (since 2002)
and of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Treasurer of
NWQ Investments
Management Company, LLC
(since 2002); Vice
President and Treasurer
(since 2003) of Nuveen
Rittenhouse Asset
Management, Inc.; and
Symphony Asset
Management LLC;
Treasurer (since 2006),
Santa Barbara Asset
Management LLC;
formerly, Vice President
and Treasurer (from 1999
to 2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(2)
Chartered Financial
Analyst.

John N. Desmond Vice President Term: Annual Vice President, Director 167
333 West Wacker Drive Length of of Investment
Chicago, IL 60606 Service: Operations, Nuveen
(8/24/61) Since 2005 Investments, LLC (since
2005); formerly,
Director, Business
Manager, Deutsche Asset
Management (2003-2004);
formerly, Director,
Business Development and
Transformation, Deutsche
Trust Bank Japan
(2002-2003); formerly,
Senior Vice President,
Head of Investment
Operations and Systems,
Scudder Investments
Japan, (2000-2002);
formerly, Senior Vice
President, Head of Plan
Administration and
Participant Services,
Scudder Investments
(1995-2002).

Jessica R. Droeger Vice President Term: Annual Vice President (since 167
333 West Wacker Drive and Secretary Length of 2002) and Assistant
Chicago, IL 60606 Service: General Counsel (since
(9/24/64) Since 1998 1998), formerly,
Assistant Vice President
of Nuveen Investments,
LLC; Vice President and
Assistant Secretary
(since 2005) of Nuveen
Asset Management; Vice
President (from 2002 to
2004) and Assistant
Secretary (from 1998 to
2004) of Nuveen Advisory
Corp. and Nuveen
Institutional Advisory
Corp.(2)

Lorna C. Ferguson Vice President Term: Annual Managing Director (since 167
333 West Wacker Drive Length of 2004), formerly, Vice
Chicago, IL 60606 Service: President of Nuveen
(10/24/45) Since 1998 Investments, LLC;
Managing Director of
Nuveen Asset Management;
formerly, Managing
Director (2004),
formerly, Vice President
of Nuveen Advisory Corp.
and Nuveen Institutional
Advisory Corp.(2)

William M. Fitzgerald Vice President Term: Annual Managing Director of 167
333 West Wacker Drive Length of Nuveen Asset Management
Chicago, IL 60606 Service: (since 2001); Vice
(3/2/64) Since 1995 President of Nuveen
Investments Advisers
Inc. (since 2002);
formerly, Managing
Director (from 2001 to
2004), formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2);
Chartered Financial
Analyst.

Stephen D. Foy Vice President Term: Annual Vice President (since 167
333 West Wacker Drive and Controller Length of 1993) and Funds
Chicago, IL 60606 Service: Controller (since 1998)
(5/31/54) Since 1993 of Nuveen Investments,
LLC; Vice President
(since 1998), formerly,
Funds Controller of
Nuveen Investments,
Inc.; Certified Public
Accountant.

Walter M. Kelly Chief Term: Annual Assistant Vice President 167
333 West Wacker Drive Compliance Length of and Assistant Secretary
Chicago, IL 60606 Officer Service: of the Nuveen Funds
(2/24/70) Since 2003 (since 2003); Assistant
Vice President and
Assistant General
Counsel (since 2003) of
Nuveen Investments, LLC;
previously, Associate
(2001-2003) at the law
firm of Vedder, Price,
Kaufman & Kammholz, P.C.

David J. Lamb Vice President Term: Annual Vice President of Nuveen 167
333 West Wacker Drive Length of Investments, LLC (since
Chicago, IL 60606 Service: 2000); Certified Public
(3/22/63) Since 2000 Accountant.

Tina M. Lazar Vice President Term: Annual Vice President of Nuveen 167
333 West Wacker Drive Length of Investments, LLC (since
Chicago, IL 60606 Service: 1999).
(8/27/61) Since 2002

Larry W. Martin Vice President Term: Annual Vice President, 167
333 West Wacker Drive and Assistant Length of Assistant Secretary and
Chicago, IL 60606 Secretary Service: Assistant General
(7/27/51) Since 1988 Counsel of Nuveen
Investments, LLC; Vice
President, Assistant
General Counsel and
Assistant Secretary of
Nuveen Investments,
Inc.; Vice President
(since 2005) and
Assistant Secretary
(since 1997) of Nuveen
Asset Management; Vice
President (since 2000),
Assistant Secretary and
Assistant General
Counsel (since 1998) of
Rittenhouse Asset
Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Secretary of
NWQ Investment
Management Company, LLC
(since 2002) and
Symphony Asset
Management LLC (since
2003); formerly, Vice
President and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.(2)
-----------------------------------------------------------------------------------------

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

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

AUDIT COMMITTEE REPORT

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

committee also selects, retains, evaluates and may replace each Fund's
independent registered public accounting firm. The committee is currently
composed of five Independent Board Members and operates under a written charter
adopted and approved by the Board, a copy of which is attached as Appendix A.
Each committee member meets the independence and experience requirements
applicable to the Funds of the New York Stock Exchange and the American Stock
Exchange, Section 10A of the 1934 Act and the rules and regulations of the
Securities and Exchange Commission (the "SEC").

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

Based on the committee's review and discussions with management and the
independent registered public accounting firm, the representations of management
and the report of the independent registered public accounting firm to the
committee, the committee has recommended that each 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
Eugene S. Sunshine
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 for engagements
directly related to the operations and financial reporting of each fund
including those relating (i) to each Fund for services provided to the Fund and
(ii) to the Adviser and certain entities controlling, controlled by, or under
common control with the Adviser that provide ongoing services to each Fund
("Adviser Entities").

---------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
----------------- --------------------------------- ---------------------------------
ADVISER AND ADVISER 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
2005 2006 2005 2006 2005 2006 2005 2006 2005 2006
-----------------------------------------------------------------------------------------

Floating Rate................... $58,333 $62,471 $ 0 $ 0 $ 0 $ 0 $ 919 $800 $4,950 $4,950
Floating Rate Opportunity....... 48,364 44,864 0 0 0 0 860 800 4,950 4,950
Tax-Advantaged Floating Rate.... 37,000 21,500 0 0 0 0 0 800 4,950 4,950
Senior Income................... 28,803 30,665 0 0 0 0 834 800 4,950 4,950
Arizona Dividend................ 6,513 6,919 0 0 0 0 586 428 2,200 2,200
Arizona Dividend 2.............. 6,984 7,422 0 0 0 0 593 444 2,200 2,200
Arizona Dividend 3.............. 7,234 7,696 0 0 0 0 597 452 2,200 2,200
Arizona Premium................. 7,875 8,382 0 0 0 0 411 400 2,200 2,200
California Value................ 11,682 12,412 0 0 0 0 429 400 2,200 2,200
California Performance.......... 12,820 13,656 0 0 0 0 434 400 2,200 2,200
California Opportunity.......... 10,269 10,927 0 0 0 0 422 400 2,200 2,200
California Investment........... 13,228 14,056 0 0 0 0 436 400 2,200 2,200
California Select............... 18,575 19,741 0 0 0 0 462 400 2,200 2,200
California Quality.............. 18,014 19,204 0 0 0 0 459 400 2,200 2,200
Insured California.............. 9,124 9,668 0 0 0 0 417 400 2,200 2,200
Insured California 2............ 12,370 13,145 0 0 0 0 432 400 2,200 2,200
California Premium.............. 8,660 9,215 0 0 0 0 414 400 2,200 2,200
California Dividend............. 18,320 19,518 0 0 0 0 1,009 400 2,200 2,200
California Dividend 2........... 13,481 14,426 0 0 0 0 776 400 2,200 2,200
California Dividend 3........... 18,395 19,709 0 0 0 0 1,013 400 2,200 2,200
Insured California Dividend..... 13,938 14,865 0 0 0 0 972 400 2,200 2,200

-------------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER
AND ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2005 2006 2005 2006
---------------------------------

Floating Rate................... $1,550 $1,550 $ 0 $ 0
Floating Rate Opportunity....... 1,550 1,550 0 0
Tax-Advantaged Floating Rate.... 0 1,550 0 0
Senior Income................... 6,050 6,300 0 0
Arizona Dividend................ 2,700 2,900 0 0
Arizona Dividend 2.............. 2,700 2,900 0 0
Arizona Dividend 3.............. 2,700 2,900 0 0
Arizona Premium................. 2,700 2,900 0 0
California Value................ 0 0 0 0
California Performance.......... 2,700 2,900 0 0
California Opportunity.......... 2,700 2,900 0 0
California Investment........... 2,700 2,900 0 0
California Select............... 2,700 2,900 0 0
California Quality.............. 2,700 2,900 0 0
Insured California.............. 2,700 2,900 0 0
Insured California 2............ 2,700 2,900 0 0
California Premium.............. 2,700 2,900 0 0
California Dividend............. 2,700 2,900 0 0
California Dividend 2........... 2,700 2,900 0 0
California Dividend 3........... 2,700 2,900 0 0
Insured California Dividend..... 2,700 2,900 0 0

Insured California Tax-Free..... $ 8,764 $ 9,342 $ 0 $ 0 $ 0 $ 0 $ 692 $400 $2,200 $2,200
Connecticut Dividend............ 7,042 7,485 0 0 0 0 578 461 2,200 2,200
Connecticut Dividend 2.......... 6,917 7,348 0 0 0 0 578 456 2,200 2,200
Connecticut Dividend 3.......... 7,908 8,406 0 0 0 0 581 501 2,200 2,200
Connecticut Premium............. 8,450 8,948 0 0 0 0 409 405 2,200 2,200
Insured Florida Tax-Free........ 7,667 8,162 0 0 0 0 584 467 2,200 2,200
Insured Florida Premium......... 13,625 14,396 0 0 0 0 438 400 2,200 2,200
Florida Investment.............. 14,677 15,581 0 0 0 0 443 400 2,200 2,200
Florida Quality................. 13,538 14,398 0 0 0 0 438 400 2,200 2,200
Georgia Dividend................ 6,722 7,143 0 0 0 0 577 447 2,200 2,200
Georgia Dividend 2.............. 7,991 8,495 0 0 0 0 581 504 2,200 2,200
Georgia Premium................. 7,649 8,130 0 0 0 0 406 403 2,200 2,200
Maryland Dividend............... 7,877 8,374 0 0 0 0 581 499 2,200 2,200
Maryland Dividend 2............. 7,906 8,401 0 0 0 0 581 501 2,200 2,200
Maryland Dividend 3............. 8,411 8,955 0 0 0 0 582 524 2,200 2,200
Maryland Premium................ 11,195 11,902 0 0 0 0 417 410 2,200 2,200
Insured Massachusetts
Tax-Free...................... 7,091 7,543 0 0 0 0 578 450 2,200 2,200
Massachusetts Dividend.......... 6,733 7,147 0 0 0 0 403 448 2,200 2,200
Massachusetts Premium........... 8,115 8,626 0 0 0 0 407 404 2,200 2,200
Michigan Dividend............... 6,790 7,220 0 0 0 0 590 437 2,200 2,200
Michigan Premium................ 9,785 10,362 0 0 0 0 420 400 2,200 2,200
Michigan Quality................ 12,181 12,895 0 0 0 0 431 400 2,200 2,200
Missouri Premium................ 6,839 7,269 0 0 0 0 404 402 2,200 2,200
New Jersey Dividend............. 9,138 9,707 0 0 0 0 624 516 2,200 2,200
New Jersey Dividend 2........... 8,105 8,617 0 0 0 0 609 481 2,200 2,200
New Jersey Investment........... 16,737 17,682 0 0 0 0 453 400 2,200 2,200

Insured California Tax-Free..... $2,700 $2,900 $ 0 $ 0
Connecticut Dividend............ 2,650 2,850 0 0
Connecticut Dividend 2.......... 2,650 2,850 0 0
Connecticut Dividend 3.......... 2,650 2,850 0 0
Connecticut Premium............. 2,650 2,850 0 0
Insured Florida Tax-Free........ 2,700 2,900 0 0
Insured Florida Premium......... 2,700 2,900 0 0
Florida Investment.............. 2,700 2,900 0 0
Florida Quality................. 2,700 2,900 0 0
Georgia Dividend................ 2,650 2,850 0 0
Georgia Dividend 2.............. 2,650 2,850 0 0
Georgia Premium................. 2,650 2,850 0 0
Maryland Dividend............... 2,650 2,850 0 0
Maryland Dividend 2............. 2,650 2,850 0 0
Maryland Dividend 3............. 2,650 2,850 0 0
Maryland Premium................ 2,650 2,850 0 0
Insured Massachusetts
Tax-Free...................... 2,650 2,850 0 0
Massachusetts Dividend.......... 2,650 2,850 0 0
Massachusetts Premium........... 2,650 2,850 0 0
Michigan Dividend............... 2,700 2,900 0 0
Michigan Premium................ 2,700 2,900 0 0
Michigan Quality................ 2,700 2,900 0 0
Missouri Premium................ 2,650 2,850 0 0
New Jersey Dividend............. 2,700 2,900 0 0
New Jersey Dividend 2........... 2,700 2,900 0 0
New Jersey Investment........... 2,700 2,900 0 0

New Jersey Premium.............. $12,231 $12,893 $ 0 $ 0 $ 0 $ 0 $ 431 $400 $2,200 $2,200
North Carolina Dividend......... 6,879 7,311 0 0 0 0 578 454 2,200 2,200
North Carolina Dividend 2....... 7,670 8,136 0 0 0 0 406 490 2,200 2,200
North Carolina Dividend 3....... 7,663 8,156 0 0 0 0 580 490 2,200 2,200
North Carolina Premium.......... 8,977 9,510 0 0 0 0 410 406 2,200 2,200
Ohio Dividend................... 7,932 8,425 0 0 0 0 433 476 2,200 2,200
Ohio Dividend 2................. 7,349 7,810 0 0 0 0 424 456 2,200 2,200
Ohio Dividend 3................. 6,842 7,275 0 0 0 0 417 439 2,200 2,200
Ohio Quality.................... 11,214 11,902 0 0 0 0 426 400 2,200 2,200
Pennsylvania Dividend........... 7,464 7,931 0 0 0 0 600 460 2,200 2,200
Pennsylvania Dividend 2......... 7,692 8,172 0 0 0 0 603 468 2,200 2,200
Pennsylvania Premium 2.......... 13,977 14,750 0 0 0 0 440 400 2,200 2,200
Pennsylvania Investment......... 14,603 15,474 0 0 0 0 443 400 2,200 2,200
Texas Quality................... 10,691 11,377 0 0 0 0 424 400 2,200 2,200
Virginia Dividend............... 7,349 7,821 0 0 0 0 405 475 2,200 2,200
Virginia Dividend 2............. 8,710 9,260 0 0 0 0 583 537 2,200 2,200
Virginia Premium................ 10,388 10,988 0 0 0 0 414 408 2,200 2,200
---------------------------------------------------------------------------------------------------------------------------

New Jersey Premium.............. $2,700 $2,900 $ 0 $ 0
North Carolina Dividend......... 2,650 2,850 0 0
North Carolina Dividend 2....... 2,650 2,850 0 0
North Carolina Dividend 3....... 2,650 2,850 0 0
North Carolina Premium.......... 2,650 2,850 0 0
Ohio Dividend................... 2,700 2,900 0 0
Ohio Dividend 2................. 2,700 2,900 0 0
Ohio Dividend 3................. 2,700 2,900 0 0
Ohio Quality.................... 2,700 2,900 0 0
Pennsylvania Dividend........... 2,700 2,900 0 0
Pennsylvania Dividend 2......... 2,700 2,900 0 0
Pennsylvania Premium 2.......... 2,700 2,900 0 0
Pennsylvania Investment......... 2,700 2,900 0 0
Texas Quality................... 2,700 2,900 0 0
Virginia Dividend............... 2,650 2,850 0 0
Virginia Dividend 2............. 2,650 2,850 0 0
Virginia Premium................ 2,650 2,850 0 0
--------------------------------

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

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

(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning. Amounts reported for each
respective fund under the column heading "Adviser and Adviser Entities"
represents amounts billed to the Adviser exclusively for the preparation of
the Fund's tax return, the cost of which is borne by the Adviser. In the
aggregate, for all Nuveen funds for which Ernst & Young LLP serves as
independent registered public accounting firm, these amounted to $282,575.

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

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

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE OPERATIONS BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES AND FINANCIAL REPORTING ADVISER ENTITIES (ALL OTHER
FUND BILLED TO FUND OF FUND) ENGAGEMENTS) TOTAL
----------------------------- ------------------------- --------------------------- ---------------------------- -----------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006 ENDED 2005 ENDED 2006 ENDED 2005
-----------------------------------------------------------------------------------------------------------------------------------

Floating Rate................ $2,469 $2,350 $4,950 $4,950 $0 $0 $7,419
Floating Rate Opportunity.... 2,410 2,350 4,950 4,950 0 0 7,360
Tax-Advantaged Floating
Rate....................... 0 2,350 4,950 4,950 0 0 4,950
Senior Income................ 6,884 7,100 4,950 4,950 0 0 11,834
Arizona Dividend............. 3,286 3,328 2,200 2,200 0 0 5,486
Arizona Dividend 2........... 3,293 3,344 2,200 2,200 0 0 5,493
Arizona Dividend 3........... 3,297 3,352 2,200 2,200 0 0 5,497
Arizona Premium.............. 3,111 3,300 2,200 2,200 0 0 5,311
California Value............. 429 400 2,200 2,200 0 0 2,629
California Performance....... 3,134 3,300 2,200 2,200 0 0 5,334
California Opportunity....... 3,122 3,300 2,200 2,200 0 0 5,322
California Investment........ 3,136 3,300 2,200 2,200 0 0 5,336
California Select............ 3,162 3,300 2,200 2,200 0 0 5,362
California Quality........... 3,159 3,300 2,200 2,200 0 0 5,359
Insured California........... 3,117 3,300 2,200 2,200 0 0 5,317
Insured California 2......... 3,132 3,300 2,200 2,200 0 0 5,332
California Premium........... 3,114 3,300 2,200 2,200 0 0 5,314
California Dividend.......... 3,709 3,300 2,200 2,200 0 0 5,909
California Dividend 2........ 3,476 3,300 2,200 2,200 0 0 5,676
California Dividend 3........ 3,713 3,300 2,200 2,200 0 0 5,913
Insured California
Dividend................... 3,672 3,300 2,200 2,200 0 0 5,872

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

FUND TOTAL
----------------------------- -----------
FISCAL YEAR
ENDED 2006
----------------------------- -----------

Floating Rate................ $7,300
Floating Rate Opportunity.... 7,300
Tax-Advantaged Floating
Rate....................... 7,300
Senior Income................ 12,050
Arizona Dividend............. 5,528
Arizona Dividend 2........... 5,544
Arizona Dividend 3........... 5,552
Arizona Premium.............. 5,500
California Value............. 2,600
California Performance....... 5,500
California Opportunity....... 5,500
California Investment........ 5,500
California Select............ 5,500
California Quality........... 5,500
Insured California........... 5,500
Insured California 2......... 5,500
California Premium........... 5,500
California Dividend.......... 5,500
California Dividend 2........ 5,500
California Dividend 3........ 5,500
Insured California
Dividend................... 5,500

Insured California
Tax-Free................... $ 3,392 $ 3,300 $ 2,200 $ 2,200 $ 0 $ 0 $ 5,593
Connecticut Dividend......... 3,228 3,311 2,200 2,200 0 0 5,428
Connecticut Dividend 2....... 3,228 3,306 2,200 2,200 0 0 5,428
Connecticut Dividend 3....... 3,231 3,351 2,200 2,200 0 0 5,431
Connecticut Premium.......... 3,059 3,255 2,200 2,200 0 0 5,259
Insured Florida Tax-Free..... 3,284 3,367 2,200 2,200 0 0 5,484
Insured Florida Premium...... 3,138 3,300 2,200 2,200 0 0 5,338
Florida Investment........... 3,143 3,300 2,200 2,200 0 0 5,343
Florida Quality.............. 3,138 3,300 2,200 2,200 0 0 5,338
Georgia Dividend............. 3,227 3,297 2,200 2,200 0 0 5,427
Georgia Dividend 2........... 3,231 3,354 2,200 2,200 0 0 5,431
Georgia Premium.............. 3,056 3,253 2,200 2,200 0 0 5,256
Maryland Dividend............ 3,231 3,349 2,200 2,200 0 0 5,431
Maryland Dividend 2.......... 3,231 3,351 2,200 2,200 0 0 5,431
Maryland Dividend 3.......... 3,232 3,374 2,200 2,200 0 0 5,432
Maryland Premium............. 3,067 3,260 2,200 2,200 0 0 5,267
Insured Massachusetts
Tax-Free................... 3,228 3,300 2,200 2,200 0 0 5,428
Massachusetts Dividend....... 3,053 3,298 2,200 2,200 0 0 5,253
Massachusetts Premium........ 3,057 3,254 2,200 2,200 0 0 5,257
Michigan Dividend............ 3,290 3,337 2,200 2,200 0 0 5,490
Michigan Premium............. 3,120 3,300 2,200 2,200 0 0 5,320
Michigan Quality............. 3,131 3,300 2,200 2,200 0 0 5,331
Missouri Premium............. 3,054 3,252 2,200 2,200 0 0 5,254

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

FUND TOTAL
----------------------------- -----------
FISCAL YEAR
ENDED 2006
----------------------------- -----------

Insured California
Tax-Free................... $ 5,500
Connecticut Dividend......... 5,511
Connecticut Dividend 2....... 5,506
Connecticut Dividend 3....... 5,551
Connecticut Premium.......... 5,455
Insured Florida Tax-Free..... 5,567
Insured Florida Premium...... 5,500
Florida Investment........... 5,500
Florida Quality.............. 5,500
Georgia Dividend............. 5,497
Georgia Dividend 2........... 5,554
Georgia Premium.............. 5,453
Maryland Dividend............ 5,549
Maryland Dividend 2.......... 5,551
Maryland Dividend 3.......... 5,574
Maryland Premium............. 5,460
Insured Massachusetts
Tax-Free................... 5,500
Massachusetts Dividend....... 5,498
Massachusetts Premium........ 5,454
Michigan Dividend............ 5,537
Michigan Premium............. 5,500
Michigan Quality............. 5,500
Missouri Premium............. 5,452

New Jersey Dividend.......... $ 3,324 $ 3,416 $ 2,200 $ 2,200 $ 0 $ 0 $ 5,524
New Jersey Dividend 2........ 3,309 3,381 2,200 2,200 0 0 5,509
New Jersey Investment........ 3,153 3,300 2,200 2,200 0 0 5,353
New Jersey Premium........... 3,131 3,300 2,200 2,200 0 0 5,331
North Carolina Dividend...... 3,228 3,304 2,200 2,200 0 0 5,428
North Carolina Dividend 2.... 3,056 3,340 2,200 2,200 0 0 5,256
North Carolina Dividend 3.... 3,230 3,340 2,200 2,200 0 0 5,430
North Carolina Premium....... 3,060 3,256 2,200 2,200 0 0 5,260
Ohio Dividend................ 3,133 3,376 2,200 2,200 0 0 5,333
Ohio Dividend 2.............. 3,124 3,356 2,200 2,200 0 0 5,324
Ohio Dividend 3.............. 3,117 3,339 2,200 2,200 0 0 5,317
Ohio Quality................. 3,126 3,300 2,200 2,200 0 0 5,326
Pennsylvania Dividend........ 3,300 3,360 2,200 2,200 0 0 5,500
Pennsylvania Dividend 2...... 3,303 3,368 2,200 2,200 0 0 5,503
Pennsylvania Premium 2....... 3,140 3,300 2,200 2,200 0 0 5,340
Pennsylvania Investment...... 3,143 3,300 2,200 2,200 0 0 5,343
Texas Quality................ 3,124 3,300 2,200 2,200 0 0 5,324
Virginia Dividend............ 3,055 3,325 2,200 2,200 0 0 5,255
Virginia Dividend 2.......... 3,233 3,387 2,200 2,200 0 0 5,433
Virginia Premium............. 3,064 3,258 2,200 2,200 0 0 5,264

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

FUND TOTAL
----------------------------- -----------
FISCAL YEAR
ENDED 2006
----------------------------- -----------

New Jersey Dividend.......... $ 5,616
New Jersey Dividend 2........ 5,582
New Jersey Investment........ 5,500
New Jersey Premium........... 5,500
North Carolina Dividend...... 5,504
North Carolina Dividend 2.... 5,540
North Carolina Dividend 3.... 5,540
North Carolina Premium....... 5,456
Ohio Dividend................ 5,576
Ohio Dividend 2.............. 5,556
Ohio Dividend 3.............. 5,539
Ohio Quality................. 5,500
Pennsylvania Dividend........ 5,560
Pennsylvania Dividend 2...... 5,568
Pennsylvania Premium 2....... 5,500
Pennsylvania Investment...... 5,500
Texas Quality................ 5,500
Virginia Dividend............ 5,525
Virginia Dividend 2.......... 5,587
Virginia Premium............. 5,458

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

For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the
audit committee approved in advance all audit services and non-audit services
that Ernst & Young LLP provided to each Fund and to the Adviser and Adviser
Entities (with respect to the operations and financial reporting of each Fund).
None of the services rendered by Ernst & Young LLP to each Fund or the Adviser
or Adviser Entities were pre-approved by the audit committee pursuant to the
pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.

ADDITIONAL INFORMATION

APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board
Members and officers, the Adviser, affiliated persons of the Adviser and persons
who own more than 10% of a registered class of a Fund's equity securities to
file forms reporting their affiliation with that Fund and reports of ownership
and changes in ownership of that Fund's shares with the 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. To the
knowledge of management of the Funds, no shareholder of a Fund owns more than
10% of a registered class of a Fund's equity securities, except a report on
Schedule 13G was filed on June 10, 2005 on behalf of First Trust Portfolios
L.P., First Trust Advisors L.P. and The Charger Corporation indicating shared
beneficial ownership of 10.5% of the common shares of Senior Income.

INFORMATION ABOUT THE ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves
as investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Founded in
1898, Nuveen and its affiliates had over $149 billion of assets under management
as of June 30, 2006. Nuveen is a publicly-traded company and is listed on the
New York Stock Exchange and trades under the symbol "JNC."

SHAREHOLDER PROPOSALS

To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2007, 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 6, 2007. 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,
pursuant to each Fund's By-Laws, submit such written notice to the Fund not
later than August 20, 2007 or prior to August 5, 2006, 2007. 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 to the attention of Lorna Ferguson, Manager of Fund Board
Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606.
The letter should indicate that you are a Fund shareholder and note the Fund or
Funds that you own. If the communication is intended for a specific Board Member
and so indicates it will be sent only to that Board Member. If a communication
does not indicate a specific Board Member and so indicates it will be sent to
the Lead Independent Director and the outside counsel to the Independent Board
Members for further distribution as deemed appropriate by such persons.

EXPENSES OF PROXY SOLICITATION

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

FISCAL YEAR

The last fiscal year end for each Fund, except Floating Rate, Floating Rate
Opportunity, Tax-Advantaged Floating Rate, Senior Income, the Arizona Funds, the
California Funds, the Florida Funds, the Michigan Funds, the New Jersey Funds,
the Ohio Funds, the Pennsylvania Funds and Texas Quality, was May 31, 2006. The
last fiscal year end for the Florida Funds, the New Jersey Funds and the
Pennsylvania Funds was June 30, 2006. The last fiscal year end for Floating
Rate, Floating Rate Opportunity, Tax-Advantaged Floating Rate, Senior Income,

the Arizona Funds, the Michigan Funds, the Ohio Funds and Texas Quality was July
31, 2006. The last fiscal year end for the California Funds was August 31, 2006.

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 Meetings. However,
if other matters are properly presented to an 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 4, 2006

APPENDIX A

NUVEEN FUND BOARD
AUDIT COMMITTEE CHARTER
JANUARY 26, 2006

I. ORGANIZATION AND MEMBERSHIP

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

II. STATEMENT OF POLICY, PURPOSE AND PROCESSES

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

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

A-1

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

RESPONSIBILITIES

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

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

The Audit Committee is responsible for the following:

WITH RESPECT TO FUND FINANCIAL STATEMENTS:

1. 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

A-2

discussing the types of information to be disclosed and the types of
presentations to be made. The Chairman of the Audit Committee shall be
authorized to have these discussions with management on behalf of the
Audit Committee.

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

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

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

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

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

WITH RESPECT TO THE INDEPENDENT AUDITORS:

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

A-3

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

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

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

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

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
A-4

as required by law, and further considering the rotation of the
independent auditor firm itself.

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

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

WITH RESPECT TO ANY INTERNAL AUDITOR:

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

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

WITH RESPECT TO PRICING AND VALUATION OVERSIGHT:

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

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

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

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

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

6. Reviewing any reports or comments from examinations by regulatory
authorities relating to Valuation Matters of the Funds and consider
management's responses to any such comments and, to the extent the
Committee deems necessary or appropriate, propose to management and/or
the full Board the modification of the Fund's policies and procedures
relating to such matters. The Committee, if deemed necessary or
desirable, may also meet with regulators.

A-5

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

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

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

OTHER RESPONSIBILITIES:

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

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

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

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

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

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

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

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

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-6

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

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

A-7

[NUVEEN INVESTMENTS LOGO]

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

(800) 257-8787

www.nuveen.com JFR1106

(NUVEEN LOGO)

NUVEEN INVESTMENTS

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

[Insert Fund Name]
999 999 999 999 99 MUNIPREFERRED SHARES

3 EASY WAYS TO VOTE YOUR PROXY

1. Automated Touch Tone Voting: Call toll-free 1-800-221-0697 and follow
the recorded instructions.

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

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

THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 14, 2006

The Annual Meeting of shareholders will be held in the 33rd floor conference
room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on
Tuesday, November 14, 2006 at 12:00 p.m., Central time. At this meeting, you
will be asked to vote on the proposal described in the proxy statement attached.
The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Annual Meeting of shareholders to be held on November 14, 2006, 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)
221-0697 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.

NOV - MA MUNIPREF - MM

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

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

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

PLEASE DO NOT USE FINE POINT PENS.

1. Election of Board Members:

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

Preferred Shares Only
(08) William J. Schneider
(09) Timothy R. Schwertfeger

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON
THE LINE PROVIDED ABOVE.)
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PLEASE SIGN ON REVERSE SIDE

NOV - MA PREF - MM

(NUVEEN LOGO)

NUVEEN INVESTMENTS

Nuveen Investments
333 West Wacker Dr.
Chicago, IL 60606
www.nuveen.com
[INSERT FUND NAME]
999 999 999 999 99 COMMON SHARES

3 EASY WAYS TO VOTE YOUR PROXY

1. Automated Touch Tone Voting: Call toll-free 1-800-221-0697 and follow the
recorded instructions.

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

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

THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 14, 2006

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

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

NOV - Com - MA - MM

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

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

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

PLEASE DO NOT USE FINE POINT PENS.

1. Election of Board Members:

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON
THE LINE PROVIDED BELOW.)
-------------------------------------------------------------------

PLEASE SIGN ON REVERSE SIDE

November - Common - MM