-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AA6612UodxG3eMrb3oCFeREA9H11aQvbVvvJzDMXigip4C6MoBa+FE38fFjgA3um +59qti/SNMkje8hZahpqug== 0000950137-04-008701.txt : 20041018 0000950137-04-008701.hdr.sgml : 20041018 20041018163436 ACCESSION NUMBER: 0000950137-04-008701 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041117 FILED AS OF DATE: 20041018 DATE AS OF CHANGE: 20041018 EFFECTIVENESS DATE: 20041018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2 IN CENTRAL INDEX KEY: 0000897422 IRS NUMBER: 363868296 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07492 FILM NUMBER: 041083508 BUSINESS ADDRESS: STREET 1: 333 WEST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129177810 MAIL ADDRESS: STREET 2: 333 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 DEF 14A 1 c8863519def14a.txt DEFINITIVE NOTICE AND PROXY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)). [X] Definitive Proxy Statement. [ ] Definitive Additional Materials. [ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12 NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL) - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 3) Filing Party: - -------------------------------------------------------------------------------- 4) Date Filed: - -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING 333 West Wacker Drive OF SHAREHOLDERS Chicago, Illinois 60606 NOVEMBER 17, 2004 (800) 257-8787
October 18, 2004 NUVEEN FLOATING RATE INCOME FUND (JFR) NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC) NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC) NUVEEN QUALITY PREFERRED INCOME FUND (JTP) NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS) NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP) NUVEEN SENIOR INCOME FUND (NSL) NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ) NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR) NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE) NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ) NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA) NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP) NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO) NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC) NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC) NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC) NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC) NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL) NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH) NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL) NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX) NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC) NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK) NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO) NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC) NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF) NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL) NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF) NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF) NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX) NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG) NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI) NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY) NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX) NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB) NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT) NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW) NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP) NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM) NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM) NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ) NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ) NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ) NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII) NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ) NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO) NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM) NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY) NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY) NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP) NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX) NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB) NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB) NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV) TO THE SHAREHOLDERS OF THE ABOVE FUNDS: Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen Floating Rate Income Fund ("Floating Rate"), Nuveen Preferred and Convertible Income Fund ("Preferred Convertible"), Nuveen Preferred and Convertible Income Fund 2 ("Preferred Convertible 2"), Nuveen Quality Preferred Income Fund ("Quality Preferred"), Nuveen Quality Preferred Income Fund 2 ("Quality Preferred 2"), Nuveen Quality Preferred Income Fund 3 ("Quality Preferred 3"), Nuveen Senior Income Fund ("Senior Income"), Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen Arizona Dividend Advantage Municipal Fund 2, Nuveen Arizona Dividend Advantage Municipal Fund 3, Nuveen California Premium Income Municipal Fund, Nuveen California Dividend Advantage Municipal Fund, Nuveen California Dividend Advantage Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund 3, Nuveen Insured California Dividend Advantage Municipal Fund, Nuveen Insured California Tax-Free Advantage Municipal Fund, Nuveen Connecticut Dividend Advantage Municipal Fund, Nuveen Connecticut Dividend Advantage Municipal Fund 2, Nuveen Connecticut Dividend Advantage Municipal Fund 3, Nuveen Connecticut Premium Income Municipal Fund, Nuveen Insured Florida Tax-Free Advantage Municipal Fund, Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Florida Investment Quality Municipal Fund, Nuveen Florida Quality Income Municipal Fund, Nuveen Georgia Dividend Advantage Municipal Fund, Nuveen Georgia Dividend Advantage Municipal Fund 2, Nuveen Georgia Premium Income Municipal Fund, Nuveen Maryland Dividend Advantage Municipal Fund, Nuveen Maryland Dividend Advantage Municipal Fund 2, Nuveen Maryland Dividend Advantage Municipal Fund 3, Nuveen Maryland Premium Income Municipal Fund, Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund, Nuveen Massachusetts Dividend Advantage Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Michigan Dividend Advantage Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen New Jersey Dividend Advantage Municipal Fund, Nuveen New Jersey Dividend Advantage Municipal Fund 2, Nuveen North Carolina Dividend Advantage Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund 2, Nuveen North Carolina Dividend Advantage Municipal Fund 3, Nuveen North Carolina Premium Income Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund 2, Nuveen Ohio Dividend Advantage Municipal Fund 3, Nuveen Pennsylvania Dividend Advantage Municipal Fund, Nuveen Pennsylvania Dividend Advantage Municipal Fund 2, Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen Texas Quality Income Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund 2 and Nuveen Virginia Premium Income Municipal Fund, each a Massachusetts business trust, and Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen California Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance Plus Municipal Fund, Inc., Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen California Investment Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc., Nuveen California Quality Income Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund 2, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen Michigan Quality Income Municipal Fund, Inc., Nuveen New Jersey Investment Quality Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc. and Nuveen Ohio Quality Income Municipal Fund, Inc., each a Minnesota corporation (individually, a "Fund" and collectively, the "Funds"), will be held in the Embassy Room of the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco, California 94104-2792, on Wednesday, November 17, 2004, at 8:30 a.m., San Francisco time (for each Fund, an "Annual Meeting"), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting. MATTERS TO BE VOTED ON BY SHAREHOLDERS: 1. To elect Members to the Board of Directors/Trustees (each a "Board" and each Director or Trustee a "Board Member") of each Fund as outlined below: a. For each Fund, except California Value, to elect seven (7) Board Members to serve until the next Annual Meeting and until their successors shall have been duly elected and qualified. i) five (5) Board Members to be elected by the holders of Common Shares and Taxable Auctioned Preferred Shares for Senior Income; FundPreferred shares for Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3; and Municipal Auction Rate Cumulative Preferred Shares for each other Fund (collectively, "Preferred Shares"), voting together as a single class; and ii) two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class. b. For California Value, to elect three (3) Board Members for multiple year terms or until their successors shall have been duly elected and qualified. 2. To transact such other business as may properly come before the Annual Meeting. Shareholders of record at the close of business on September 23, 2004 are entitled to notice of and to vote at the Annual Meeting. ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. Jessica R. Droeger Vice President and Secretary JOINT PROXY STATEMENT 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787
October 18, 2004 NUVEEN FLOATING RATE INCOME FUND (JFR) NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC) NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC) NUVEEN QUALITY PREFERRED INCOME FUND (JTP) NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS) NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP) NUVEEN SENIOR INCOME FUND (NSL) NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ) NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR) NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE) NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ) NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA) NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP) NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO) NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC) NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC) NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC) NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC) NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL) NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH) NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL) NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX) NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC) NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK) NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO) NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC) NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF) NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL) NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF) NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF) NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX) NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG) NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI) NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY) NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX) NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB) NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT) NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW) NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP) NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM) NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM) NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ) NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ) NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ) NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII) NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ) NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO) NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM) NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY) NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY) NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP) NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX) NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB) NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB) NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV) GENERAL INFORMATION This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Directors or Trustees (each a "Board" and collectively, the "Boards," and each Director or Trustee a "Board Member" and collectively, the "Board Members") of each of Nuveen Floating Rate Income Fund ("Floating Rate"), Nuveen Preferred and Convertible Income Fund ("Preferred Convertible"), Nuveen Preferred and Convertible Income Fund 2 ("Preferred Convertible 2"), Nuveen Quality Preferred Income Fund ("Quality Preferred"), Nuveen Quality Preferred Income Fund 2 ("Quality Preferred 2"), Nuveen Quality Preferred Income Fund 3 ("Quality Preferred 3"), Nuveen Senior Income Fund ("Senior Income"), Nuveen Arizona Dividend Advantage Municipal Fund ("Arizona Dividend"), Nuveen Arizona Dividend Advantage Municipal Fund 2 ("Arizona Dividend 2"), Nuveen Arizona Dividend Advantage Municipal Fund 3 ("Arizona Dividend 3"), Nuveen California Premium Income Municipal Fund ("California Premium"), Nuveen California Dividend Advantage Municipal Fund ("California Dividend"), Nuveen California Dividend 2 Advantage Municipal Fund 2 ("California Dividend 2"), Nuveen California Dividend Advantage Municipal Fund 3 ("California Dividend 3"), Nuveen Insured California Dividend Advantage Municipal Fund ("Insured California Dividend"), Nuveen Insured California Tax-Free Advantage Municipal Fund ("Insured California Tax-Free"), Nuveen Connecticut Dividend Advantage Municipal Fund ("Connecticut Dividend"), Nuveen Connecticut Dividend Advantage Municipal Fund 2 ("Connecticut Dividend 2"), Nuveen Connecticut Dividend Advantage Municipal Fund 3 ("Connecticut Dividend 3"), Nuveen Connecticut Premium Income Municipal Fund ("Connecticut Premium") (Connecticut Dividend, Connecticut Dividend 2, Connecticut Dividend 3 and Connecticut Premium are collectively the "Connecticut Funds"), Nuveen Insured Florida Tax-Free Advantage Municipal Fund ("Insured Florida Tax-Free"), Nuveen Insured Florida Premium Income Municipal Fund ("Insured Florida Premium"), Nuveen Florida Investment Quality Municipal Fund ("Florida Investment"), Nuveen Florida Quality Income Municipal Fund ("Florida Quality") (Insured Florida Tax-Free, Insured Florida Premium, Florida Investment and Florida Quality are collectively the "Florida Funds"), Nuveen Georgia Dividend Advantage Municipal Fund ("Georgia Dividend"), Nuveen Georgia Dividend Advantage Municipal Fund 2 ("Georgia Dividend 2"), Nuveen Georgia Premium Income Municipal Fund ("Georgia Premium") (Georgia Dividend, Georgia Dividend 2 and Georgia Premium are collectively the "Georgia Funds"), Nuveen Maryland Dividend Advantage Municipal Fund ("Maryland Dividend"), Nuveen Maryland Dividend Advantage Municipal Fund 2 ("Maryland Dividend 2"), Nuveen Maryland Dividend Advantage Municipal Fund 3 ("Maryland Dividend 3"), Nuveen Maryland Premium Income Municipal Fund ("Maryland Premium") (Maryland Dividend, Maryland Dividend 2, Maryland Dividend 3 and Maryland Premium are collectively the "Maryland Funds"), Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund ("Insured Massachusetts Tax-Free"), Nuveen Massachusetts Dividend Advantage Municipal Fund ("Massachusetts Dividend"), Nuveen Massachusetts Premium Income Municipal Fund ("Massachusetts Premium") (Insured Massachusetts Tax-Free, Massachusetts Dividend and Massachusetts Premium are collectively the "Massachusetts Funds"), Nuveen Michigan Dividend Advantage Municipal Fund ("Michigan Dividend"), Nuveen Missouri Premium Income Municipal Fund ("Missouri Premium"), Nuveen New Jersey Dividend Advantage Municipal Fund ("New Jersey Dividend"), Nuveen New Jersey Dividend Advantage Municipal Fund 2 ("New Jersey Dividend 2"), Nuveen North Carolina Dividend Advantage Municipal Fund ("North Carolina Dividend"), Nuveen North Carolina Dividend Advantage Municipal Fund 2 ("North Carolina Dividend 2"), Nuveen North Carolina Dividend Advantage Municipal Fund 3 ("North Carolina Dividend 3"), Nuveen North Carolina Premium Income Municipal Fund ("North Carolina Premium") (North Carolina Dividend, North Carolina Dividend 2, North Carolina Dividend 3 and North Carolina Premium are collectively the "North Carolina Funds"), Nuveen Ohio Dividend Advantage Municipal Fund ("Ohio Dividend"), Nuveen Ohio Dividend Advantage Municipal Fund 2 ("Ohio Dividend 2"), Nuveen Ohio Dividend Advantage Municipal Fund 3 ("Ohio Dividend 3"), Nuveen Pennsylvania Dividend Advantage Municipal Fund ("Pennsylvania Dividend"), Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 ("Pennsylvania Dividend 2"), Nuveen Pennsylvania Premium Income Municipal Fund 2 ("Pennsylvania Premium 2"), Nuveen Pennsylvania Investment Quality Municipal Fund ("Pennsylvania Investment") (Pennsylvania Dividend, Pennsylvania Dividend 2, Pennsylvania Premium 2 and Pennsylvania Investment are collectively the "Pennsylvania Funds"), Nuveen Texas Quality Income Municipal Fund ("Texas Quality"), Nuveen Virginia Dividend Advantage Municipal Fund ("Virginia Dividend"), Nuveen Virginia Dividend Advantage Municipal Fund 2 ("Virginia Dividend 2") and Nuveen Virginia Premium Income Municipal Fund ("Virginia Premium") (Virginia Dividend, Virginia Dividend 2 and Virginia Premium are collectively the "Virginia Funds"), each a Massachusetts business trust (collectively, the "Massachusetts Business Trusts"), and Nuveen Arizona Premium Income Municipal Fund, Inc. ("Arizona Premium") (Arizona Dividend, Arizona 3 Dividend 2, Arizona Dividend 3 and Arizona Premium are collectively the "Arizona Funds"), Nuveen California Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance Plus Municipal Fund, Inc. ("California Performance"), Nuveen California Municipal Market Opportunity Fund, Inc. ("California Opportunity"), Nuveen California Investment Quality Municipal Fund, Inc. ("California Investment"), Nuveen California Select Quality Municipal Fund, Inc. ("California Select"), Nuveen California Quality Income Municipal Fund, Inc. ("California Quality"), Nuveen Insured California Premium Income Municipal Fund, Inc. ("Insured California"), Nuveen Insured California Premium Income Municipal Fund 2, Inc. ("Insured California 2") (California Value, California Performance, California Opportunity, California Investment, California Select, California Quality, Insured California, Insured California 2, California Premium, California Dividend, California Dividend 2, California Dividend 3, Insured California Dividend and Insured California Tax-Free are collectively the "California Funds"), Nuveen Michigan Premium Income Municipal Fund, Inc. ("Michigan Premium"), Nuveen Michigan Quality Income Municipal Fund, Inc. ("Michigan Quality") (Michigan Dividend, Michigan Premium and Michigan Quality are collectively the "Michigan Funds"), Nuveen New Jersey Investment Quality Municipal Fund, Inc. ("New Jersey Investment"), Nuveen New Jersey Premium Income Municipal Fund, Inc. ("New Jersey Premium") (New Jersey Dividend, New Jersey Dividend 2, New Jersey Investment and New Jersey Premium are collectively the "New Jersey Funds") and Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio Quality") (Ohio Dividend, Ohio Dividend 2, Ohio Dividend 3 and Ohio Quality are collectively the "Ohio Funds"), each a Minnesota corporation (collectively, the "Minnesota Corporations") (the Massachusetts Business Trusts and Minnesota Corporations are each a "Fund" and collectively, the "Funds"), of proxies to be voted at the Annual Meeting of Shareholders to be held in the Embassy Room of the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco, California 94104-2792, on Wednesday, November 17, 2004, at 8:30 a.m., San Francisco time (for each Fund, an "Annual Meeting" and collectively, the "Annual Meetings"), and at any and all adjournments thereof. On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a proxy is returned and no choice is specified, the shares will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. This Joint Proxy Statement is first being mailed to shareholders on or about October 18, 2004. The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders. 4 The following table indicates which shareholders are solicited with respect to each matter:
------------------------------------------------------------------------------- COMMON PREFERRED MATTER SHARES SHARES(1) ------------------------------------------------------------------------------- 1a(i). Election of five (5) Board Members by all X X shareholders (except California Value). a(ii). Election of two (2) Board Members by Preferred X Shares only (except California Value). b. Election of three (3) Board Members for X N/A California Value by all shareholders. -------------------------------------------------------------------------------
(1) Taxable Auctioned Preferred Shares for Senior Income; FundPreferred shares for Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3; and Municipal Auction Rate Cumulative Preferred Shares for each other Fund are referred to as "Preferred Shares." A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees to be elected by holders of Preferred Shares of each Fund (except California Value), 33 1/3% of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and "broker non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. For purposes of determining the approval of the proposal to elect nominees for each of the Massachusetts Business Trusts, abstentions and broker non-votes will have no effect on the election of Board Members. For purposes of determining the approval of the proposal to elect nominees for each of the Minnesota Corporations, abstentions and broker non-votes will have the effect of a vote against the election of Board Members. The details of the proposal to be voted on by the shareholders and the vote required for approval of the proposal is set forth under the description of the proposal below. Preferred Shares held in "street name" as to which voting instructions have not been received from the beneficial owners or persons entitled to vote as of one business day before the Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New York Stock Exchange, be voted by the broker on the proposal in the same proportion as the votes cast by all Preferred shareholders as a class who have voted on the proposal or in the same proportion as the votes cast by all Preferred shareholders of the Fund who have voted on that item. Rule 452 permits proportionate voting of Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares with respect to such item and (ii) less than 10% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares against such item. For the purpose of meeting the 30% test, abstentions will be treated as 5 shares "voted" and, for the purpose of meeting the 10% test, abstentions will not be treated as shares "voted" against the item. Those persons who were shareholders of record at the close of business on September 23, 2004 will be entitled to one vote for each share held. As of September 23, 2004, the shares of the Funds issued and outstanding were as follows:
- ---------------------------------------------------------------- TICKER COMMON FUND SYMBOL* SHARES PREFERRED SHARES - ---------------------------------------------------------------- Floating JFR 47,197,566 Series M 4,000 Rate Series T 4,000 Series W 4,000 Series F 4,000 Preferred JPC 100,123,177 Series M 4,720 Convertible Series T 4,720 Series W 4,720 Series TH 4,720 Series F 4,720 Series F2 4,720 Preferred JQC 141,007,000 Series M 3,860 Convertible 2 Series M2 3,860 Series T 3,860 Series T2 3,860 Series W 3,860 Series W2 3,860 Series TH 3,860 Series TH2 3,860 Series F 3,860 Series F2 3,860 Quality JTP 64,452,463 Series M 3,520 Preferred Series T 3,520 Series W 3,520 Series TH 3,520 Series F 3,520 Quality JPS 119,541,842 Series M 4,800 Preferred 2 Series T 4,800 Series T2 4,000 Series W 4,800 Series TH 4,800 Series TH2 4,000 Series F 4,800 Quality JHP 23,642,721 Series M 3,320 Preferred 3 Series TH 3,320 Senior Income NSL 29,785,238 Series TH 1,840 Arizona Dividend NFZ 1,544,244 Series T 480 Arizona Dividend 2 NKR 2,419,878 Series W 740
- ---------------------------------------------------------------- TICKER COMMON FUND SYMBOL* SHARES PREFERRED SHARES - ---------------------------------------------------------------- Arizona Dividend 3 NXE 3,067,243 Series M 880 Arizona Premium NAZ 4,450,430 Series TH 1,200 California Value NCA 25,241,808 N/A California NCP 12,965,742 Series T 1,800 Performance Series W 640 Series F 1,800 California NCO 8,154,681 Series W 2,200 Opportunity Series F 520 California NQC 13,580,232 Series M 3,600 Investment Series W 880 California NVC 23,096,654 Series T 2,400 Select Series W 1,680 Series TH 3,600 California NUC 21,999,728 Series M 1,400 Quality Series W 3,000 Series F 3,000 Insured California NPC 6,444,462 Series T 1,800 Insured NCL 12,703,093 Series T 1,900 California 2 Series TH 1,900 California Premium NCU 5,774,216 Series M 1,720 California NAC 23,412,013 Series TH 3,500 Dividend Series F 3,500 California NVX 14,790,660 Series M 2,200 Dividend 2 Series F 2,200 California NZH 24,112,833 Series M 3,740 Dividend 3 Series TH 3,740 Insured NKL 15,259,759 Series T 2,360 California Dividend Series F 2,360 Insured California NKX 5,883,301 Series TH 1,800 Tax-Free
- -------------------------------------------------------------------------------- * 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. 6
- ---------------------------------------------------------------- TICKER COMMON FUND SYMBOL* SHARES PREFERRED SHARES - ---------------------------------------------------------------- Connecticut Dividend NFC 2,560,045 Series T 780 Connecticut Dividend NGK 2,308,226 Series W 700 2 Connecticut Dividend NGO 4,348,855 Series F 1,280 3 Connecticut Premium NTC 5,328,990 Series TH 1,532 Insured Florida NWF 3,881,364 Series W 1,160 Tax-Free Insured NFL 14,365,771 Series W 1,640 Florida Premium Series TH 2,800 Florida NQF 16,552,596 Series T 3,080 Investment Series F 2,200 Florida NUF 14,287,006 Series M 1,700 Quality Series TH 1,700 Series F 1,280 Georgia Dividend NZX 1,959,759 Series M 600 Georgia Dividend 2 NKG 4,553,660 Series F 1,320 Georgia Premium NPG 3,791,168 Series TH 1,112 Maryland Dividend NFM 4,163,250 Series M 1,280 Maryland Dividend 2 NZR 4,171,390 Series F 1,280 Maryland Dividend 3 NWI 5,359,275 Series T 1,560 Maryland NMY 10,595,110 Series W 1,404 Premium Series TH 1,760 Insured Massachusetts NGX 2,715,925 Series W 820 Tax-Free Massachusetts NMB 1,948,570 Series T 600 Dividend Massachusetts Premium NMT 4,732,617 Series TH 1,360 Michigan Dividend NZW 2,060,133 Series W 640 Michigan NMP 7,736,663 Series M 840 Premium Series TH 1,400
- ---------------------------------------------------------------- TICKER COMMON FUND SYMBOL* SHARES PREFERRED SHARES - ---------------------------------------------------------------- Michigan NUM 11,674,873 Series TH 3,200 Quality Series F 560 Missouri Premium NOM 2,250,071 Series TH 640 New Jersey Dividend NXJ 6,554,816 Series T 1,920 New Jersey Dividend 2 NUJ 4,509,839 Series W 1,380 New NQJ 20,408,432 Series M 3,200 Jersey Series TH 2,000 Investment Series F 1,280 New NNJ 12,039,329 Series T 624 Jersey Series W 1,440 Premium Series TH 1,600 North Carolina NRB 2,250,601 Series T 680 Dividend North Carolina NNO 3,736,394 Series F 1,120 Dividend 2 North Carolina NII 3,922,600 Series W 1,120 Dividend 3 North Carolina NNC 6,325,684 Series TH 1,872 Premium Ohio Dividend NXI 4,229,077 Series W 1,240 Ohio Dividend 2 NBJ 3,115,908 Series F 960 Ohio Dividend 3 NVJ 2,157,564 Series T 660 Ohio NUO 9,672,082 Series M 680 Quality Series TH 1,400 Series TH2 1,000 Pennsylvania Dividend NXM 3,299,790 Series T 1,000 Pennsylvania Dividend NVY 3,724,790 Series M 1,140 2 Pennsylvania NPY 15,774,977 Series M 844 Premium 2 Series TH 2,080 Series F 1,800
- -------------------------------------------------------------------------------- * 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. 7
- ---------------------------------------------------------------- TICKER COMMON FUND SYMBOL* SHARES PREFERRED SHARES - ---------------------------------------------------------------- Pennsylvania NQP 16,301,498 Series T 880 Investment Series W 2,400 Series TH 2,000 Texas NTX 9,474,191 Series M 760 Quality Series TH 2,000 Virginia Dividend NGB 3,121,788 Series W 960
- ---------------------------------------------------------------- TICKER COMMON FUND SYMBOL* SHARES PREFERRED SHARES - ---------------------------------------------------------------- Virginia Dividend 2 NNB 5,700,114 Series M 1,680 Virginia NPV 8,850,648 Series T 832 Premium Series TH 1,720
- -------------------------------------------------------------------------------- * The common shares of all of the Funds are listed on the New York Stock Exchange, except NFZ, NKR, NXE, NCU, NVX, NZH, NKL, NKX, NFC, NGK, NGO, NWF, NZX, NKG, NPG, NFM, NZR, NWI, NGX, NMB, NZW, NOM, NXJ, NUJ, NRB, NNO, NII, NXI, NBJ, NVJ, NXM, NVY, NGB and NNB, which are listed on the American Stock Exchange. ELECTION OF BOARD MEMBERS GENERAL At each Fund's Annual Meeting, Board Members are to be elected to serve until the next Annual Meeting or until their successors shall have been duly elected and qualified. Under the terms of each Fund's organizational documents (except California Value), under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Pursuant to the organizational documents of California Value, the Board is divided into three classes, with each class being elected to serve a term of three years. For California Value, three (3) Board Members are nominated to be elected at this meeting to serve for multiple year terms. A. FOR EACH FUND EXCEPT CALIFORNIA VALUE: (i) Five (5) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Bremner, Brown, Evans, Hunter and Stockdale are nominees for election by all shareholders. (ii) Holders of Preferred Shares, each series voting together as a single class, are entitled to elect two (2) of the Board Members. Board Members Schneider and Schwertfeger are nominees for election by holders of Preferred Shares. B. FOR CALIFORNIA VALUE: The Board of California Value has designated Board Members Brown and Schwertfeger as Class I Board Members, and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2007, and until their successors have been duly elected and qualified. The Board of California Value has designated Board Member Hunter as a Class II Board Member, and as a nominee for a term expiring at the annual meeting of shareholders in 2005. The remaining Board Members Bremner, Evans, Schneider and Stockdale are current and continuing Board Members. The Board of California Value has designated Board Members Bremner, Evans, Schneider and Stockdale as continuing Class III Board Members for terms that expire in 2006. For each Minnesota Corporation, the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board Members of that Minnesota Corporation. For each Massachusetts Business Trust, the affirmative vote of a plurality of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board Members of that Massachusetts Business Trust. 8 Under each Fund's retirement policy for Board Members who are not "interested" persons of the Fund, as defined in the Investment Company Act of 1940, as amended ("1940 Act"), ("Independent Board Members"), which provides that Independent Board Members will retire at the earlier of age 72 or after board service of 15 years, former Board Members Thomas E. Leafstrand and Sheila W. Wellington retired on June 30, 2004 and will therefore not stand for re-election. In addition, former Board Members Anne E. Impellizzeri, William L. Kissick and Peter R. Sawers, who did not reached the age or service period at which retirement would be called for under the retirement policy, also retired on June 30, 2004 and will therefore not stand for re-election. Former Board Member William E. Bennett, who also did not reach the age or service period at which retirement would be called for under the retirement policy, resigned effective April 30, 2004 and will therefore not stand for re-election. It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Fund if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Fund's present Board. Except for California Value, Floating Rate and Preferred Convertible 2, all of the Board Member nominees except Board Member Hunter were last elected to each Fund's Board at the 2003 annual meeting of shareholders. Mr. Hunter was appointed on February 15, 2004 and May 16, 2004 to the Boards of the Minnesota Corporations and Massachusetts Business Trusts, respectively. Mr. Hunter is presented in this Joint Proxy Statement as a nominee for election by shareholders. Mr. Hunter was nominated by the nominating and governance committee of each Fund Board. Board Members Bremner, Evans, Schneider and Stockdale were last elected as Class III members of the Board of California Value at the 2003 annual meeting of shareholders. Board Members Brown and Schwertfeger were last elected as Class I members of the Board of California Value at the 2001 annual meeting of shareholders. This is the first Annual Meeting of Floating Rate and Preferred Convertible 2. The continuing Board Member nominees of Floating Rate and Preferred Convertible 2 were elected by the initial shareholder of the Fund, Nuveen Institutional Advisory Corp. ("NIAC"), on March 10, 2004 and June 24, 2003, respectively. Other than Mr. Schwertfeger, none of the Board Member nominees has ever been a director or an employee of Nuveen Investments, Inc. ("Nuveen"), the Advisers' parent company, or any affiliate. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED BELOW. 9 BOARD NOMINEES
- -------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND OTHER COMPLEX DIRECTORSHIPS POSITION(S) TERM OF OFFICE AND OVERSEEN HELD BY NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) BY BOARD BOARD AND BIRTH DATE FUND SERVED** DURING PAST 5 YEARS MEMBER MEMBER - -------------------------------------------------------------------------------------------------------------------------------- Nominees who are not interested persons of the Fund - -------------------------------- Robert P. Bremner Board Term: Annual Length Private Investor and 145 N/A c/o Nuveen Member of Service: Since Management Consultant. Investments, Inc. 1996 333 West Wacker Drive Chicago, IL 60606 (8/22/40) Lawrence H. Brown Board Term: Annual Length Retired (1989) as 145 See Principal c/o Nuveen Member of Service: Since Senior Vice President Occupation Investments, Inc. 1993 of The Northern Trust Description 333 West Wacker Drive Company; Director, Chicago, IL 60606 Community Advisory (7/29/34) Board for Highland Park and Highwood, United Way of the North Shore (since 2002). Jack B. Evans Board Term: Annual Length President, The 145 See Principal c/o Nuveen Member of Service: Since Hall-Perrine Occupation Investments, Inc. 1999 Foundation, a private Description 333 West Wacker Drive philanthropic Chicago, IL 60606 corporation, (since (10/22/48) 1996); Director and Vice Chairman, United Fire & Casualty Company; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; previously, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.
- -------------------------------------------------------------------------------- * "Interested person" as defined in the 1940 Act, by reason of being an officer and director of each Fund's adviser. ** Length of Service indicates the year in which the individual became a Trustee or Director of a fund in the Nuveen fund complex. Mr. Hunter has served as a Trustee or Director of each Fund since February 15, 2004 and May 16, 2004 for the Boards of the Minnesota Corporations and Massachusetts Business Trusts, respectively. 10
- -------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND OTHER COMPLEX DIRECTORSHIPS POSITION(S) TERM OF OFFICE AND OVERSEEN HELD BY NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) BY BOARD BOARD AND BIRTH DATE FUND SERVED** DURING PAST 5 YEARS MEMBER MEMBER - -------------------------------------------------------------------------------------------------------------------------------- William C. Hunter Board Term: Annual Length Dean and Distinguished 145 See Principal c/o Nuveen Member of Service: Since Professor of Finance, Occupation Investments, Inc. 2004 School of Business at Description 333 West Wacker Drive the University of Chicago, IL 60606 Connecticut; (3/6/48) previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); Director, Credit Research Center at Georgetown University; Director of Xerox Corporation (since 2004). William J. Schneider Board Term: Annual Length Senior Partner and 145 See Principal c/o Nuveen Member of Service: Since Chief Operating Occupation Investments, Inc. 1996 Officer, Miller- Description 333 West Wacker Drive Valentine Group, Vice Chicago, IL 60606 President, (9/24/44) Miller-Valentine Realty, a construction company; Director, Chair of the Finance Committee and Member of the Audit Committee of Premier Health Partners; President of the Dayton Philharmonic Orchestra Association; formerly, Chair, Miami Valley Hospital; Director and Immediate Past Chair, Dayton Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio; and Business Advisory Council, Cleveland Federal Reserve Bank. Judith M. Stockdale Board Term: Annual Length Executive Director, 145 N/A c/o Nuveen Member of Service: Since Gaylord and Dorothy Investments, Inc. 1997 Donnelley Foundation 333 West Wacker Drive (since 1994); prior Chicago, IL 60606 thereto, Executive (12/29/47) Director, Great Lakes Protection Fund (1990- 1994).
- -------------------------------------------------------------------------------- * "Interested person" as defined in the 1940 Act, by reason of being an officer and director of each Fund's adviser. ** Length of Service indicates the year in which the individual became a Trustee or Director of a fund in the Nuveen fund complex. Mr. Hunter has served as a Trustee or Director of each Fund since February 15, 2004 and May 16, 2004 for the Boards of the Minnesota Corporations and Massachusetts Business Trusts, respectively. 11
- -------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND OTHER COMPLEX DIRECTORSHIPS POSITION(S) TERM OF OFFICE AND OVERSEEN HELD BY NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) BY BOARD BOARD AND BIRTH DATE FUND SERVED** DURING PAST 5 YEARS MEMBER MEMBER - -------------------------------------------------------------------------------------------------------------------------------- Nominee who is an interested person of the Fund - -------------------------------------------------------------------------------------------------------------------------------- *Timothy R. Schwertfeger Chairman of Term: Annual Length Chairman and Director 145 See Principal 333 West Wacker Drive the Board of Service: Since (since 1996) of Nuveen Occupation Chicago, IL 60606 and Board 1996 Investments, Inc. and Description (3/28/49) Member Nuveen Investments, LLC; Director (since 1992) and Chairman (since 1996) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Chairman and Director (since 1997) of Nuveen Asset Management, Inc.; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers, Inc. (since 2002).
- -------------------------------------------------------------------------------- * "Interested person" as defined in the 1940 Act, by reason of being an officer and director of each Fund's adviser. ** Length of Service indicates the year in which the individual became a Trustee or Director of a fund in the Nuveen fund complex. Mr. Hunter has served as a Trustee or Director of each Fund since February 15, 2004 and May 16, 2004 for the Boards of the Minnesota Corporations and Massachusetts Business Trusts, respectively. 12 BENEFICIAL OWNERSHIP The following table lists the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and in all Nuveen funds overseen by the Board Member nominee as of July 31, 2004.
DOLLAR RANGE OF EQUITY SECURITIES - ------------------------------------------------------------------------------------------------------------------ FLOATING PREFERRED PREFERRED QUALITY QUALITY QUALITY BOARD MEMBER NOMINEES RATE CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 - ------------------------------------------------------------------------------------------------------------------ Robert P. Bremner................ $0 $10,001- $0 $0 $0 $0 $50,000 Lawrence H. Brown................ 0 $10,001- 0 $10,001- $10,001- $10,001- $50,000 $50,000 $50,000 $50,000 Jack B. Evans.................... 0 0 0 0 0 0 William C. Hunter................ 0 0 0 0 0 0 William J. Schneider............. $10,001- $10,001- 0 0 0 0 $50,000 $50,000 Timothy R. Schwertfeger.......... 0 $1- 0 0 Over 0 $10,000 $100,000 Judith M. Stockdale.............. 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - ------------------------------------------------------------------------------------------------------------- SENIOR ARIZONA ARIZONA ARIZONA ARIZONA CALIFORNIA BOARD MEMBER NOMINEES INCOME DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM VALUE - ------------------------------------------------------------------------------------------------------------- Robert P. Bremner..................... $0 $0 $0 $0 $0 $0 Lawrence H. Brown..................... $1- 0 0 0 0 0 $10,000 Jack B. Evans......................... 0 0 0 0 0 0 William C. Hunter..................... 0 0 0 0 0 0 William J. Schneider.................. 0 0 0 0 0 0 Timothy R. Schwertfeger............... Over 0 0 0 0 0 $100,000 Judith M. Stockdale................... 0 0 0 0 0 0 - -------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - ------------------------------------------------------------------------------------------------------------------- CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA INSURED BOARD MEMBER NOMINEES PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY CALIFORNIA - ------------------------------------------------------------------------------------------------------------------- Robert P. Bremner.................. $0 $0 $0 $0 $0 $0 Lawrence H. Brown.................. 0 0 0 0 0 0 Jack B. Evans...................... 0 0 0 0 0 0 William C. Hunter.................. 0 0 0 0 0 0 William J. Schneider............... 0 0 0 0 0 0 Timothy R. Schwertfeger............ 0 0 0 0 0 0 Judith M. Stockdale................ 0 0 0 0 0 0 - -------------------------------------------------------------------------------------------------------------------
13
DOLLAR RANGE OF EQUITY SECURITIES - -------------------------------------------------------------------------------------------------------------------- INSURED INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA BOARD MEMBER NOMINEES CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND - -------------------------------------------------------------------------------------------------------------------- Robert P. Bremner................... $0 $0 $0 $0 $0 $0 Lawrence H. Brown................... 0 0 0 0 0 0 Jack B. Evans....................... 0 0 0 0 0 0 William C. Hunter................... 0 0 0 0 0 0 William J. Schneider................ 0 0 0 0 0 0 Timothy R. Schwertfeger............. 0 0 0 0 0 0 Judith M. Stockdale................. 0 0 0 0 0 0 - --------------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - ------------------------------------------------------------------------------------------------------------------ INSURED INSURED CALIFORNIA CONNECTICUT CONNECTICUT CONNECTICUT CONNECTICUT FLORIDA BOARD MEMBER NOMINEES TAX-FREE DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE - ------------------------------------------------------------------------------------------------------------------ Robert P. Bremner................. $0 $0 $0 $0 $0 $0 Lawrence H. Brown................. 0 0 0 0 0 0 Jack B. Evans..................... 0 0 0 0 0 0 William C. Hunter................. 0 0 0 0 0 0 William J. Schneider.............. 0 0 0 0 0 0 Timothy R. Schwertfeger........... 0 0 0 0 0 0 Judith M. Stockdale............... 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - ------------------------------------------------------------------------------------------------------------ INSURED FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA GEORGIA BOARD MEMBER NOMINEES PREMIUM INVESTMENT QUALITY DIVIDEND DIVIDEND 2 PREMIUM - ------------------------------------------------------------------------------------------------------------ Robert P. Bremner........................ $0 $0 $0 $0 $0 $0 Lawrence H. Brown........................ 0 0 0 0 0 0 Jack B. Evans............................ 0 0 0 0 0 0 William C. Hunter........................ 0 0 0 0 0 0 William J. Schneider..................... 0 0 0 0 0 0 Timothy R. Schwertfeger.................. 0 0 0 0 0 0 Judith M. Stockdale...................... 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------
14
DOLLAR RANGE OF EQUITY SECURITIES - --------------------------------------------------------------------------------------------------------------- INSURED MARYLAND MARYLAND MARYLAND MARYLAND MASSACHUSETTS MASSACHUSETTS BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE DIVIDEND - --------------------------------------------------------------------------------------------------------------- Robert P. Bremner.............. $0 $0 $0 $0 $0 $0 Lawrence H. Brown.............. 0 0 0 0 0 0 Jack B. Evans.................. 0 0 0 0 0 0 William C. Hunter.............. 0 0 0 0 0 0 William J. Schneider........... 0 0 0 0 0 0 Timothy R. Schwertfeger........ 0 0 0 0 0 0 Judith M. Stockdale............ 0 0 0 0 0 0 - ---------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - ------------------------------------------------------------------------------------------------------------ MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI NEW JERSEY BOARD MEMBER NOMINEES PREMIUM DIVIDEND PREMIUM QUALITY 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 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 - ------------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - -------------------------------------------------------------------------------------------------------------- NORTH NORTH NORTH NEW JERSEY NEW JERSEY NEW JERSEY CAROLINA CAROLINA CAROLINA BOARD MEMBER NOMINEES DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 - -------------------------------------------------------------------------------------------------------------- Robert P. Bremner................. $0 $0 $0 $0 $0 $0 Lawrence H. Brown................. 0 0 0 0 0 0 Jack B. Evans..................... 0 0 0 0 0 0 William C. Hunter................. 0 0 0 0 0 0 William J. Schneider.............. 0 0 0 0 0 0 Timothy R. Schwertfeger........... 0 0 0 0 0 0 Judith M. Stockdale............... 0 0 0 0 0 0 - --------------------------------------------------------------------------------------------------------------
15
DOLLAR RANGE OF EQUITY SECURITIES - --------------------------------------------------------------------------------------------------------- NORTH CAROLINA OHIO OHIO OHIO OHIO PENNSYLVANIA BOARD MEMBER NOMINEES PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 QUALITY DIVIDEND - --------------------------------------------------------------------------------------------------------- Robert P. Bremner............... $0 $0 $0 $0 $0 $0 Lawrence H. Brown............... 0 0 0 0 0 0 Jack B. Evans................... 0 0 0 0 0 0 William C. Hunter............... 0 0 0 0 0 0 William J. Schneider............ 0 0 0 0 0 0 Timothy R. Schwertfeger......... 0 0 0 0 0 0 Judith M. Stockdale............. 0 0 0 0 0 0 - ---------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - ------------------------------------------------------------------------------------------------------ PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA BOARD MEMBER NOMINEES DIVIDEND 2 PREMIUM 2 INVESTMENT - ------------------------------------------------------------------------------------------------------ Robert P. Bremner........................................ $ 0 $ 0 $ 0 Lawrence H. Brown........................................ 0 0 0 Jack B. Evans............................................ 0 0 0 William C. Hunter........................................ 0 0 0 William J. Schneider..................................... 0 0 0 Timothy R. Schwertfeger.................................. 0 0 0 Judith M. Stockdale...................................... 0 0 0 - ------------------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - --------------------------------------------------------------------------------------------------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY BOARD MEMBER NOMINEES TEXAS VIRGINIA VIRGINIA VIRGINIA IN FAMILY OF INVESTMENT BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM COMPANIES(1) - --------------------------------------------------------------------------------------------------------- Over $100,000) Robert P. Bremner............... $0 $0 $0 $0 (32,453 shares Over $100,000) Lawrence H. Brown............... 0 0 0 0 (19,787 shares Over $100,000) Jack B. Evans................... 0 0 0 0 (16,674 shares $10,001-$50,000) William C. Hunter............... 0 0 0 0 (1,722 shares Over $100,000) William J. Schneider............ 0 0 0 0 (66,534 shares Over $100,000) Timothy R. Schwertfeger......... 0 0 0 0 (744,731 shares Over $100,000) Judith M. Stockdale............. 0 0 0 0 (7,464 shares - ---------------------------------------------------------------------------------------------------------
(1) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member. 16 The following table sets forth, for each Board Member and for the Board Members and officers as a group, the amount of shares beneficially owned in each Fund as of July 31, 2004. The information as to beneficial ownership is based on statements furnished by each trustee/ director and officer.
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - -------------------------------------------------------------------------------------------------------------------- FLOATING PREFERRED PREFERRED QUALITY QUALITY QUALITY BOARD MEMBER NOMINEES RATE CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 - -------------------------------------------------------------------------------------------------------------------- Robert P. Bremner.................. 0 3,500 0 0 0 0 Lawrence H. Brown.................. 0 1,000 0 1,000 1,000 1,000 Jack B. Evans...................... 0 0 0 0 0 0 William C. Hunter.................. 0 0 0 0 0 0 William J. Schneider............... 1,000 1,000 0 0 0 0 Timothy R. Schwertfeger............ 0 220 0 0 50,000 0 Judith M. Stockdale................ 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP............................ 1,000 7,720 1,000 1,103 51,300 1,000 - --------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - ------------------------------------------------------------------------------------------------------------- SENIOR ARIZONA ARIZONA ARIZONA ARIZONA CALIFORNIA BOARD MEMBER NOMINEES INCOME DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM VALUE - ------------------------------------------------------------------------------------------------------------- Robert P. Bremner...................... 0 0 0 0 0 0 Lawrence H. Brown...................... 1,000 0 0 0 0 0 Jack B. Evans.......................... 0 0 0 0 0 0 William C. Hunter...................... 0 0 0 0 0 0 William J. Schneider................... 0 0 0 0 0 0 Timothy R. Schwertfeger................ 49,000 0 0 0 0 0 Judith M. Stockdale.................... 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP................................ 54,525 0 0 0 0 0 - -------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - ------------------------------------------------------------------------------------------------------------------- CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA INSURED BOARD MEMBER NOMINEES PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY CALIFORNIA - ------------------------------------------------------------------------------------------------------------------- Robert P. Bremner.................. 0 0 0 0 0 0 Lawrence H. Brown.................. 0 0 0 0 0 0 Jack B. Evans...................... 0 0 0 0 0 0 William C. Hunter.................. 0 0 0 0 0 0 William J. Schneider............... 0 0 0 0 0 0 Timothy R. Schwertfeger............ 0 0 0 0 0 0 Judith M. Stockdale................ 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP............................ 0 0 0 0 0 0 - -------------------------------------------------------------------------------------------------------------------
(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. 17
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - -------------------------------------------------------------------------------------------------------------------- INSURED INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA BOARD MEMBER NOMINEES CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND - -------------------------------------------------------------------------------------------------------------------- Robert P. Bremner................... 0 0 0 0 0 0 Lawrence H. Brown................... 0 0 0 0 0 0 Jack B. Evans....................... 0 0 0 0 0 0 William C. Hunter................... 0 0 0 0 0 0 William J. Schneider................ 0 0 0 0 0 0 Timothy R. Schwertfeger............. 0 0 0 0 0 0 Judith M. Stockdale................. 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP............................. 0 0 0 0 0 0 - --------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - ------------------------------------------------------------------------------------------------------------------ INSURED INSURED CALIFORNIA CONNECTICUT CONNECTICUT CONNECTICUT CONNECTICUT FLORIDA BOARD MEMBER NOMINEES TAX-FREE DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE - ------------------------------------------------------------------------------------------------------------------ Robert P. Bremner................. 0 0 0 0 0 0 Lawrence H. Brown................. 0 0 0 0 0 0 Jack B. Evans..................... 0 0 0 0 0 0 William C. Hunter................. 0 0 0 0 0 0 William J. Schneider.............. 0 0 0 0 0 0 Timothy R. Schwertfeger........... 0 0 0 0 0 0 Judith M. Stockdale............... 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP......................... 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - ------------------------------------------------------------------------------------------------------------ INSURED FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA GEORGIA BOARD MEMBER NOMINEES PREMIUM INVESTMENT QUALITY DIVIDEND DIVIDEND 2 PREMIUM - ------------------------------------------------------------------------------------------------------------ Robert P. Bremner........................ 0 0 0 0 0 0 Lawrence H. Brown........................ 0 0 0 0 0 0 Jack B. Evans............................ 0 0 0 0 0 0 William C. Hunter........................ 0 0 0 0 0 0 William J. Schneider..................... 0 0 0 0 0 0 Timothy R. Schwertfeger.................. 0 0 0 0 0 0 Judith M. Stockdale...................... 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................................. 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------
(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. 18
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - --------------------------------------------------------------------------------------------------------------- INSURED MARYLAND MARYLAND MARYLAND MARYLAND MASSACHUSETTS MASSACHUSETTS BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE DIVIDEND - --------------------------------------------------------------------------------------------------------------- Robert P. Bremner.............. 0 0 0 0 0 0 Lawrence H. Brown.............. 0 0 0 0 0 0 Jack B. Evans.................. 0 0 0 0 0 0 William C. Hunter.............. 0 0 0 0 0 0 William J. Schneider........... 0 0 0 0 0 0 Timothy R. Schwertfeger........ 0 0 0 0 0 0 Judith M. Stockdale............ 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP................... 0 0 0 0 0 0 - ---------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - ------------------------------------------------------------------------------------------------------------ MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI NEW JERSEY BOARD MEMBER NOMINEES PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM DIVIDEND - ------------------------------------------------------------------------------------------------------------ Robert P. Bremner.................. 0 0 0 0 0 0 Lawrence H. Brown.................. 0 0 0 0 0 0 Jack B. Evans...................... 0 0 0 0 0 0 William C. Hunter.................. 0 0 0 0 0 0 William J. Schneider............... 0 0 0 0 0 0 Timothy R. Schwertfeger............ 0 0 0 0 0 0 Judith M. Stockdale................ 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP............................ 0 0 0 0 0 0 - ------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - -------------------------------------------------------------------------------------------------------------- NORTH NORTH NORTH NEW JERSEY NEW JERSEY NEW JERSEY CAROLINA CAROLINA CAROLINA BOARD MEMBER NOMINEES DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 - -------------------------------------------------------------------------------------------------------------- Robert P. Bremner................. 0 0 0 0 0 0 Lawrence H. Brown................. 0 0 0 0 0 0 Jack B. Evans..................... 0 0 0 0 0 0 William C. Hunter................. 0 0 0 0 0 0 William J. Schneider.............. 0 0 0 0 0 0 Timothy R. Schwertfeger........... 0 0 0 0 0 0 Judith M. Stockdale............... 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP......................... 0 0 0 0 0 0 - --------------------------------------------------------------------------------------------------------------
(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. 19
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - --------------------------------------------------------------------------------------------------------------- NORTH CAROLINA OHIO OHIO OHIO OHIO PENNSYLVANIA BOARD MEMBER NOMINEES PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 QUALITY DIVIDEND - --------------------------------------------------------------------------------------------------------------- Robert P. Bremner..................... 0 0 0 0 0 0 Lawrence H. Brown..................... 0 0 0 0 0 0 Jack B. Evans......................... 0 0 0 0 0 0 William C. Hunter..................... 0 0 0 0 0 0 William J. Schneider.................. 0 0 0 0 0 0 Timothy R. Schwertfeger............... 0 0 0 0 0 0 Judith M. Stockdale................... 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP............................... 0 0 0 0 0 0 - ---------------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - ------------------------------------------------------------------------------------------------------ PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA BOARD MEMBER NOMINEES DIVIDEND 2 PREMIUM 2 INVESTMENT - ------------------------------------------------------------------------------------------------------ Robert P. Bremner........................................ 0 0 0 Lawrence H. Brown........................................ 0 0 0 Jack B. Evans............................................ 0 0 0 William C. Hunter........................................ 0 0 0 William J. Schneider..................................... 0 0 0 Timothy R. Schwertfeger.................................. 0 0 0 Judith M. Stockdale...................................... 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP................ 0 0 0 - ------------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) - ------------------------------------------------------------------------------------------------------ TEXAS VIRGINIA VIRGINIA VIRGINIA BOARD MEMBER NOMINEES QUALITY DIVIDEND DIVIDEND 2 PREMIUM - ------------------------------------------------------------------------------------------------------ Robert P. Bremner........................................ 0 0 0 0 Lawrence H. Brown........................................ 0 0 0 0 Jack B. Evans............................................ 0 0 0 0 William C. Hunter........................................ 0 0 0 0 William J. Schneider..................................... 0 0 0 0 Timothy R. Schwertfeger.................................. 0 0 0 0 Judith M. Stockdale...................................... 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP................ 0 0 0 0 - ------------------------------------------------------------------------------------------------------
(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. 20 On July 31, 2004, Board Members and executive officers as a group beneficially owned 1,013,278 common shares of all funds managed by Nuveen Advisory Corp. ("NAC") and NIAC (collectively, the "Advisers") (includes Deferred Units and shares held by the executive officers in Nuveen's 401(k)/profit sharing plan). Each Board Member's individual beneficial shareholdings of each Fund constitute less than 1% of the outstanding shares of each Fund. As of July 31, 2004, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding common shares of each Fund. As of September 23, 2004, no shareholder beneficially owned more than 5% of any class of shares of any Fund. Board Member Schwertfeger sold 330,950 shares of Class A Stock of Nuveen on the New York Stock Exchange since June 1, 2003. Mr. Schwertfeger received $9,483,036 in exchange for his shares of Nuveen. COMPENSATION For all Nuveen funds overseen, Independent Board Members receive a $65,000 annual retainer plus (a) a fee of $2,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per day for attendance in person where such in-person attendance is required and $500 per day for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,000 per day for attendance in person at an audit committee meeting where in-person attendance is required and $500 per day for attendance by telephone or in person where in-person attendance is not required; (d) a fee of $500 per day for attendance in person or by telephone for a meeting of the dividend committee; and (e) a fee of $500 per day for attendance in person at all other committee meetings on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per day for attendance by telephone or in person at such meetings where in-person attendance is not required (except that the executive committees acting as the pricing committee will receive $100 per day), plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the chairperson of each committee of the Board (except the dividend committee and executive committee) shall receive $5,000 to be paid as an addition to the annual retainer paid to such individuals. When ad hoc committees are organized, the Board may provide for additional compensation to be paid to the members of such committees. The annual retainer, fees and expenses are allocated among the funds managed by each Fund's adviser, NAC or NIAC (as applicable), on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund. As noted above, former Board Members Impellizzeri, Kissick and Sawers retired on June 30, 2004. These three Board Members received a payment of $75,000 at the time of their retirement as partial compensation for the earnings they would have received if they had continued as Independent Board Members until the time specified in the current retirement policy. The Board Member affiliated with Nuveen and the Advisers serves without any compensation from the Funds. The boards of certain Nuveen funds (the "Participating Funds") established a Deferred Compensation Plan for Independent Board Members ("Deferred Compensation Plan"). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected to 21 defer at least a portion of his or her fees. The funds that are Participating Funds under the Deferred Compensation Plan are Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Senior Income, California Value, California Performance, California Investment, California Select, California Quality, Insured California 2, California Dividend, California Dividend 2, California Dividend 3, Insured California Dividend, Insured Florida Premium, Florida Investment, Florida Quality, Michigan Quality, New Jersey Investment, New Jersey Premium, Pennsylvania Premium 2 and Pennsylvania Investment. 22 The table below shows, for each Board Member who is not affiliated with Nuveen or the Advisers, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and (ii) paid (including deferred fees) for service on the boards of the Nuveen open-end and closed-end funds managed by NAC ("NAC Funds") and NIAC ("NIAC Funds") for the calendar year ended 2003. Mr. Schwertfeger, a Board Member who is an interested person of the Funds, does not receive any compensation from the Funds or any Nuveen funds.
AGGREGATE COMPENSATION FROM THE FUNDS(1) - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- BOARD MEMBER FLOATING PREFERRED PREFERRED QUALITY QUALITY QUALITY NOMINEES RATE CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 - -------------------------------------------------------------------------------------------------------------------- Robert P. Bremner.................. $528 $4,227 $5,719 $2,528 $4,857 $948 Lawrence H. Brown.................. 464 4,203 5,697 2,513 4,828 943 Jack B. Evans...................... 438 4,215 5,688 2,664 5,120 995 William C. Hunter.................. 408 1,549 2,119 966 1,858 363 William J. Schneider............... 419 4,232 5,586 2,528 4,859 942 Judith M. Stockdale................ 411 3,853 5,091 2,426 4,662 906 - --------------------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- BOARD MEMBER SENIOR ARIZONA ARIZONA ARIZONA ARIZONA CALIFORNIA NOMINEES INCOME DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM VALUE - ------------------------------------------------------------------------------------------------------------- Robert P. Bremner....................... $526 $77 $121 $142 $202 $502 Lawrence H. Brown....................... 523 77 120 142 202 502 Jack B. Evans........................... 553 64 100 118 168 471 William C. Hunter....................... 205 25 39 46 66 179 William J. Schneider.................... 526 78 123 145 206 481 Judith M. Stockdale..................... 505 73 114 135 191 463 - -------------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- BOARD MEMBER CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA INSURED NOMINEES PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY CALIFORNIA - ------------------------------------------------------------------------------------------------------------------- Robert P. Bremner.................. $597 $379 $632 $1,076 $1,025 $291 Lawrence H. Brown.................. 596 378 631 1,075 1,024 291 Jack B. Evans...................... 562 356 595 1,013 965 274 William C. Hunter.................. 213 137 225 385 366 105 William J. Schneider............... 576 372 610 1,038 989 286 Judith M. Stockdale................ 552 350 585 996 949 269 - -------------------------------------------------------------------------------------------------------------------
23
AGGREGATE COMPENSATION FROM THE FUNDS(1) - -------------------------------------------------------------------------------------------------------------------- INSURED INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA BOARD MEMBER NOMINEES CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND - -------------------------------------------------------------------------------------------------------------------- Robert P. Bremner................... $561 $245 $1,049 $644 $1,047 $686 Lawrence H. Brown................... 561 245 1,048 644 1,046 685 Jack B. Evans....................... 528 231 988 607 986 646 William C. Hunter................... 200 89 375 231 375 245 William J. Schneider................ 541 241 1,012 621 1,010 661 Judith M. Stockdale................. 519 227 971 596 969 635 - --------------------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - ------------------------------------------------------------------------------------------------------------------ INSURED INSURED CALIFORNIA CONNECTICUT CONNECTICUT CONNECTICUT CONNECTICUT FLORIDA BOARD MEMBER NOMINEES TAX-FREE DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE - ------------------------------------------------------------------------------------------------------------------ Robert P. Bremner................. $255 $112 $104 $184 $229 $179 Lawrence H. Brown................. 254 114 105 186 232 173 Jack B. Evans..................... 239 84 77 137 171 123 William C. Hunter................. 92 17 15 27 34 25 William J. Schneider.............. 250 115 106 189 236 184 Judith M. Stockdale............... 235 104 96 170 212 166 - ------------------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - ------------------------------------------------------------------------------------------------------------ INSURED FLORIDA FLORIDA FLORIDA GEORGIA GEORGIA GEORGIA BOARD MEMBER NOMINEES PREMIUM INVESTMENT QUALITY DIVIDEND DIVIDEND 2 PREMIUM - ------------------------------------------------------------------------------------------------------------ Robert P. Bremner........................ $730 $821 $714 $101 $530 $191 Lawrence H. Brown........................ 701 789 686 102 535 192 Jack B. Evans............................ 505 568 494 64 338 121 William C. Hunter........................ 99 111 97 13 67 24 William J. Schneider..................... 778 876 761 103 542 195 Judith M. Stockdale...................... 687 773 672 94 497 179 - ------------------------------------------------------------------------------------------------------------
24
AGGREGATE COMPENSATION FROM THE FUNDS(1) - -------------------------------------------------------------------------------------------------------- INSURED MARYLAND MARYLAND MARYLAND MARYLAND MASSACHUSETTS MASSACHUSETTS BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 PREMIUM TAX-FREE DIVIDEND - -------------------------------------------------------------------------------------------------------- Robert P. Bremner....... $213 $215 $262 $530 $116 $87 Lawrence H. Brown....... 215 217 265 535 118 88 Jack B. Evans........... 136 137 167 338 86 65 William C. Hunter....... 27 27 33 67 17 13 William J. Schneider.... 218 220 268 542 119 89 Judith M. Stockdale..... 200 202 245 497 108 81 - --------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - ----------------------------------------------------------------------------------------------------- MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI NEW JERSEY BOARD MEMBER NOMINEES PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM DIVIDEND - ----------------------------------------------------------------------------------------------------- Robert P. Bremner........... $201 $102 $382 $603 $95 $310 Lawrence H. Brown........... 203 102 382 603 96 299 Jack B. Evans............... 150 85 318 503 71 214 William C. Hunter........... 30 33 124 193 14 42 William J. Schneider........ 207 104 390 608 98 318 Judith M. Stockdale......... 186 96 362 574 88 287 - -----------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - -------------------------------------------------------------------------------------------------------------- NORTH NORTH NORTH NEW JERSEY NEW JERSEY NEW JERSEY CAROLINA CAROLINA CAROLINA BOARD MEMBER NOMINEES DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3 - -------------------------------------------------------------------------------------------------------------- Robert P. Bremner................. $217 $1,004 $602 $116 $193 $191 Lawrence H. Brown................. 209 965 579 117 195 193 Jack B. Evans..................... 149 696 417 74 123 122 William C. Hunter................. 30 137 82 15 25 24 William J. Schneider.............. 222 1,071 642 119 198 196 Judith M. Stockdale............... 201 945 567 109 181 179 - --------------------------------------------------------------------------------------------------------------
25
AGGREGATE COMPENSATION FROM THE FUNDS(1) - ---------------------------------------------------------------------------------------------------------------------------------- NORTH CAROLINA OHIO OHIO OHIO PENNSYLVANIA PENNSYLVANIA BOARD MEMBER NOMINEES PREMIUM OHIO DIVIDEND DIVIDEND 2 DIVIDEND 3 QUALITY DIVIDEND DIVIDEND 2 - ---------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner............. $321 $207 $154 $107 $514 $164 $182 Lawrence H. Brown............. 324 207 153 107 513 158 176 Jack B. Evans................. 204 172 128 89 428 113 125 William C. Hunter............. 41 68 50 35 167 22 25 William J. Schneider.......... 329 211 156 109 523 168 187 Judith M. Stockdale........... 301 196 145 101 487 152 169 - ----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - -------------------------------------------------------------------------------------------------------------------------------- TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO PENNSYLVANIA PENNSYLVANIA VIRGINIA VIRGINIA VIRGINIA BOARD BOARD MEMBER NOMINEES PREMIUM 2 INVESTMENT TEXAS QUALITY DIVIDEND DIVIDEND 2 PREMIUM MEMBERS - -------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner............. $765 $816 $464 $160 $292 $452 $ 99,200 Lawrence H. Brown............. 735 784 463 161 295 457 100,750 Jack B. Evans................. 530 565 386 102 186 288 70,583 William C. Hunter............. 104 111 152 20 37 58 0 William J. Schneider.......... 815 870 472 163 299 463 98,750 Judith M. Stockdale........... 719 768 439 150 274 424 94,000 - --------------------------------------------------------------------------------------------------------------------------------
(1) Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen funds. Total deferred fees for the Funds (including the return from the assumed investment in the eligible Nuveen funds) payable are:
DEFERRED FEES --------------------------------------------------------------------------------------------------------- PREFERRED PREFERRED QUALITY QUALITY QUALITY SENIOR BOARD MEMBER NOMINEES CONVERTIBLE CONVERTIBLE 2 PREFERRED PREFERRED 2 PREFERRED 3 INCOME --------------------------------------------------------------------------------------------------------- Robert P. Bremner......... $630 $610 $377 $724 $105 $78 Lawrence H. Brown......... 0 0 0 0 0 0 Jack B. Evans............. 1,059 1,002 669 1,286 172 139 William C. Hunter......... 1,549 2,119 966 1,858 363 205 William J. Schneider...... 4,232 4,056 2,528 4,859 697 526 Judith M. Stockdale....... 1,059 1,100 667 1,281 189 139 ---------------------------------------------------------------------------------------------------------
26
DEFERRED FEES ---------------------------------------------------------------------------------------------------------- CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA INSURED BOARD MEMBER NOMINEES VALUE PERFORMANCE INVESTMENT SELECT QUALITY CALIFORNIA 2 ---------------------------------------------------------------------------------------------------------- Robert P. Bremner........ $57 $90 $95 $161 $154 $84 Lawrence H. Brown........ 0 0 0 0 0 0 Jack B. Evans............ 87 141 150 255 243 133 William C. Hunter........ 179 213 225 385 366 200 William J. Schneider..... 361 576 610 1,038 989 541 Judith M. Stockdale...... 97 152 161 273 260 143 ----------------------------------------------------------------------------------------------------------
DEFERRED FEES ------------------------------------------------------------------------------------------------------- INSURED INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA FLORIDA FLORIDA BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 DIVIDEND 3 DIVIDEND PREMIUM INVESTMENT ------------------------------------------------------------------------------------------------------- Robert P. Bremner........... $ 157 $ 97 $ 157 $103 $112 $126 Lawrence H. Brown........... 0 0 0 0 0 0 Jack B. Evans............... 249 153 248 162 130 146 William C. Hunter........... 375 231 375 245 99 111 William J. Schneider........ 1,012 621 1,010 661 778 876 Judith M. Stockdale......... 267 164 266 174 188 212 -------------------------------------------------------------------------------------------------------
DEFERRED FEES ---------------------------------------------------------------------------------------------------- FLORIDA MICHIGAN NEW JERSEY NEW JERSEY PENNSYLVANIA PENNSYLVANIA BOARD MEMBER NOMINEES QUALITY QUALITY INVESTMENT PREMIUM PREMIUM 2 INVESTMENT ---------------------------------------------------------------------------------------------------- Robert P. Bremner...... $109 $90 $153 $92 $117 $125 Lawrence H. Brown...... 0 0 0 0 0 0 Jack B. Evans.......... 127 126 178 107 136 145 William C. Hunter...... 97 193 137 82 104 111 William J. Schneider... 761 608 1,071 642 815 870 Judith M. Stockdale.... 184 157 259 155 197 211 ----------------------------------------------------------------------------------------------------
27 Nuveen Investments, Inc. maintains charitable contributions programs to encourage the active support and involvement of individuals in the civic activities of their community. These programs include a matching contributions program and a direct contributions program. The Independent Board Members of the funds managed by NAC or NIAC are eligible to participate in the charitable contributions program of Nuveen Investments, Inc. Under the matching program, Nuveen Investments, Inc. will match the personal contributions of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum amount of $10,000 during any calendar year. Under its direct (non-matching) program, Nuveen Investments, Inc. makes contributions to qualifying Section 501(c)(3) organizations, as approved by the Corporate Contributions Committee of Nuveen Investments, Inc. The Independent Board Members are also eligible to submit proposals to the Committee requesting that contributions be made under this program to Section 501(c)(3) organizations identified by the Board Member, in an aggregate amount not to exceed $5,000 during any calendar year. Any contributions made by Nuveen Investments, Inc. under the direct program is made solely at the discretion of the Corporate Contributions Committee. COMMITTEES The Board of each Fund has five standing committees: the executive committee, the audit committee, the nominating and governance committee, the dividend committee and the compliance, risk management and regulatory oversight committee. Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve as members of the executive committee of each Fund. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, is limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) and (ii) matters of an administrative or ministerial nature. The executive committee of each Fund held no meetings during its last fiscal year, except the executive committee of Preferred Convertible 2 held one meeting and the executive committee of Floating Rate held three meetings during its last fiscal year. Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current members of the dividend committee of each Fund. The dividend committee is authorized to declare distributions on the Fund's shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The dividend committee of each Fund held five meetings during its last fiscal year, except the dividend committee of Preferred Convertible 2 held six meetings and the dividend committee of Floating Rate held two meetings during its last fiscal year. Lawrence H. Brown, William C. Hunter, William J. Schneider, Chair, and Judith M. Stockdale are current members of the compliance, risk management and regulatory oversight committee of each Fund. The compliance, risk management and regulatory oversight committee is responsible for the oversight of compliance issues, risk management, and other regulatory matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. As part of its duties regarding compliance matters, the committee is responsible for the oversight of the Pricing Procedures of the Funds and the Valuation Group. The compliance, risk management and regulatory oversight committee of each Fund held four meetings during its last fiscal year, except the compliance, risk management and regulatory 28 oversight committee of the Florida Funds held five meetings and the compliance, risk management and regulatory oversight committee of the Connecticut Funds, the Georgia Funds, the Maryland Funds, the Massachusetts Funds, Missouri Premium, the North Carolina Funds and the Virginia Funds held three meetings during its last fiscal year. Each Fund's Board has an audit committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), composed of Independent Board Members who are "independent" as that term is defined in the listing standards pertaining to closed-end funds of the New York Stock Exchange and American Stock Exchange, as applicable. The audit committee monitors the accounting and reporting policies and practices of the Funds, the quality and integrity of the financial statements of the Funds, compliance by the Funds with legal and regulatory requirements and the independence and performance of the external and internal auditors. The audit committee reviews the work and any recommendations of the Funds' independent auditors. Based on such review, it is authorized to make recommendations to the Board. The Boards adopted an Audit Committee Charter that conforms to the listing standards of the New York Stock. A copy of the Audit Committee Charter is attached to the proxy statement as Appendix A. The audit committee of each Fund held four meetings during its last fiscal year, except the audit committee of Floating Rate held one meeting during its last fiscal year. Each Fund has a nominating and governance committee composed entirely of Board Members who are not "interested persons" (as that term is defined in the 1940 Act) of the Funds and who are "independent" as defined by New York Stock Exchange or American Stock Exchange listing standards, as applicable. Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter, William J. Schneider and Judith M. Stockdale are current members of the nominating and governance committee of each Fund. The purpose of the nominating and governance committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to each Fund's Board. In addition, the committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable. The committee operates under a written charter adopted and approved by the Boards, a copy of which is attached to the proxy statement as Appendix B. The nominating and governance committee charter is not available on the Funds' website. The nominating and governance committee of each Fund held four meetings during its last fiscal year, except the nominating and governance committee of Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Senior Income, the Arizona Funds, the Michigan Funds, the Ohio Funds and Texas Quality held three meetings during its last fiscal year. The nominating and governance committee looks to many sources for recommendations of qualified Board members, including current Board Members, members of the Advisers, current shareholders of the Funds, third party sources and any other persons or entities that may be deemed necessary or desirable by the committee. Shareholders of the Funds who wish to nominate a candidate to their Fund's Board should mail information to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. This information must include evidence of Fund ownership of the person or entity recommending the candidate, a full listing of the proposed candidate's education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is an "interested person" (as such term is defined in the 1940 Act) in relation to the Fund and such other information that 29 would be helpful to the nominating and governance committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the chairman of the nominating and governance committee and the outside counsel to the Independent Board members. Recommendations for candidates to the Board will be evaluated in light of whether the number of Board members is expected to change and whether the Board expects any vacancies. All nominations from Fund shareholders will be acknowledged, although there may be times when the committee is not actively recruiting new Board Members. In those circumstances nominations will be kept on file until active recruitment is under way. The nominating and governance committee sets appropriate standards and requirements for nominations to the Board. In considering a candidate's qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as a non-"interested person" candidate, independence from the Advisers or other service providers. These experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills and experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by committee members. The committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. There is no difference in the manner in which the nominating and governance committee evaluates nominees when the nominee is submitted by a shareholder. The nominating and governance committee reserves the right to make the final selection regarding the nomination of any prospective Board member. The Board of each Fund held four regular quarterly meetings and seven special meetings during the last fiscal year, except the Board of Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Senior Income, the Arizona Funds, the Michigan Funds, the Ohio Funds and Texas Quality held three regular quarterly meetings and eight special meetings during the last fiscal year and the Board of the California Funds held four regular quarterly meetings and eight special meetings during the last fiscal year. During the last fiscal year, each Board Member attended 75% or more of each Fund's Board meetings and the committee meetings (if a member thereof). The policy of the Board relating to attendance by Board Members at annual meetings of the Funds and the number of Board Members attending annual meetings of shareholders of each Fund is posted on the Funds' website at www.nuveen.com/etf. 30 THE OFFICERS The following table sets forth information as of September 30, 2004 with respect to each officer other than Mr. Schwertfeger (who is a Board Member and is included in the table relating to nominees for the Board). Officers receive no compensation from the Funds. The officers of the Funds are elected by the Board on an annual basis to serve until successors are elected and qualified.
- --------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND TERM OF OFFICE AND COMPLEX NAME, ADDRESS POSITION(S) HELD LENGTH OF TIME PRINCIPAL OCCUPATION(S) SERVED BY AND BIRTHDATE WITH FUND SERVED* DURING PAST 5 YEARS OFFICER - --------------------------------------------------------------------------------------------------------- Gifford R. Zimmerman Chief Term: Annual Managing Director (since 145 333 West Wacker Drive Administrative Length of Service: 2002), Assistant Secretary Chicago, IL 60606 Officer Since 1988 and Associate General (9/9/56) Counsel, formerly, Vice President of Nuveen Investments, LLC; Managing Director (since 2002), General Counsel and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly Vice President (since 2000) of Nuveen Asset Management, Inc.; Assistant Secretary of Nuveen Investments, Inc. (since 1994); Assistant Secretary of NWQ Investment Management Company, LLC. (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. (since 2003); Chartered Financial Analyst. Michael T. Atkinson Vice President and Term: Annual Vice President (since 145 333 West Wacker Drive Assistant Secretary Length of Service: 2002), formerly Assistant Chicago, IL 60606 Since 2002 Vice President (from 2000), (2/3/66) previously, Associate of Nuveen Investments, LLC.
31
- --------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND TERM OF OFFICE AND COMPLEX NAME, ADDRESS POSITION(S) HELD LENGTH OF TIME PRINCIPAL OCCUPATION(S) SERVED BY AND BIRTHDATE WITH FUND SERVED* DURING PAST 5 YEARS OFFICER - --------------------------------------------------------------------------------------------------------- Peter H. D'Arrigo Vice President and Term: Annual Vice President of Nuveen 145 333 West Wacker Drive Treasurer Length of Service: Investments, LLC (since Chicago, IL 60606 Since 1999 1999); prior thereto, (11/28/67) Assistant Vice President (from 1997); Vice President and Treasurer (since 1999) of Nuveen Investments, Inc.; Vice President and Treasurer (since 1999) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Vice President and Treasurer of Nuveen Asset Management, Inc. (since 2002) and of Nuveen Investments Advisers Inc. (since 2002); Assistant Treasurer of NWQ Investments Management Company, LLC. (since 2002); Vice President and Treasurer of Nuveen Rittenhouse Asset Management, Inc. (since 2003); Chartered Financial Analyst. Jessica R. Droeger Vice President and Term: Annual Vice President (since 2002) 145 333 West Wacker Drive Secretary Length of Service: and Assistant General Chicago, IL 60606 Since 1998 Counsel (since 1998), (9/24/64) formerly Assistant Vice President (from 1998) of Nuveen Investments, LLC; Vice President (since 2002) and Assistant Secretary (from 1998), formerly Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. Lorna C. Ferguson Vice President Term: Annual Managing Director (since 145 333 West Wacker Drive Length of Service: 2004), previously, Vice Chicago, IL 60606 Since 1998 President of Nuveen (10/24/45) Investments, LLC; Managing Director (since 2004), previously, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.
32
- --------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND TERM OF OFFICE AND COMPLEX NAME, ADDRESS POSITION(S) HELD LENGTH OF TIME PRINCIPAL OCCUPATION(S) SERVED BY AND BIRTHDATE WITH FUND SERVED* DURING PAST 5 YEARS OFFICER - --------------------------------------------------------------------------------------------------------- William M. Fitzgerald Vice President Term: Annual Managing Director (since 145 333 West Wacker Drive Length of Service: 2001), formerly Vice Chicago, IL 60606 Since 1995 President (since 1995) of (3/2/64) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Managing Director of Nuveen Asset Management, Inc. (since 2001); Vice President of Nuveen Investments Advisers Inc. (since 2002); Chartered Financial Analyst. Stephen D. Foy Vice President and Term: Annual Vice President (since 1993) 145 333 West Wacker Drive Controller Length of Service: and Funds Controller (since Chicago, IL 60606 Since 1993 1998) of Nuveen (5/31/54) Investments, LLC; Vice President (since 1998) and formerly, Funds Controller of Nuveen Investments, Inc.; Certified Public Accountant. James D. Grassi Vice President and Term: Annual Vice President and Deputy 145 333 West Wacker Drive Chief Compliance Length of Service: Director of Compliance Chicago, IL 60606 Officer Since 2004 (since August, 2004) of (4/13/56) Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Nuveen Asset Management, Inc., Nuveen Advisory Corp., Nuveen Institutional Advisory Corp. and Rittenhouse Asset Management, Inc., formerly, Senior Attorney (1994-July 2004), The Northern Trust Company. David J. Lamb Vice President Term: Annual Vice President of Nuveen 145 333 West Wacker Drive Length of Service: Investments, LLC (since Chicago, IL 60606 Since 2000 2000); prior thereto, (3/22/63) Assistant Vice President (from 1999); formerly Associate of Nuveen Investments, LLC; Certified Public Accountant. Tina M. Lazar Vice President Term: Annual Vice President of Nuveen 145 333 West Wacker Drive Length of Service: Investments, LLC (since Chicago, IL 60606 Since 2002 1999); prior thereto, (8/27/61) Assistant Vice President (since 1993) of Nuveen Investments, LLC.
33
- --------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND TERM OF OFFICE AND COMPLEX NAME, ADDRESS POSITION(S) HELD LENGTH OF TIME PRINCIPAL OCCUPATION(S) SERVED BY AND BIRTHDATE WITH FUND SERVED* DURING PAST 5 YEARS OFFICER - --------------------------------------------------------------------------------------------------------- Larry W. Martin Vice President and Term: Annual Vice President, Assistant 145 333 West Wacker Drive Assistant Secretary Length of Service: Secretary and Assistant Chicago, IL 60606 Since 1988 General Counsel of Nuveen (7/27/51) Investments, LLC; Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Assistant Secretary of Nuveen Investments, Inc.; Assistant Secretary of Nuveen Asset Management, Inc. (since 1997); Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC. (since 2002). Edward F. Neild, IV Vice President Term: Annual Managing Director (since 145 333 West Wacker Drive Length of Service: 2002), formerly, Vice Chicago, IL 60606 Since 1996 President (from 1996) of (7/7/65) Nuveen Institutional Advisory Corp. and Nuveen Advisory Corp.; Managing Director of Nuveen Asset Management, Inc. (since 1999); Chartered Financial Analyst. - ---------------------------------------------------------------------------------------------------------
* Length of Service indicates the year the individual became an officer of a fund in the Nuveen fund complex. 34 AUDIT COMMITTEE REPORT The audit committee of the Board is responsible for assisting the Board in monitoring (1) the accounting and reporting policies and procedures of each Fund, (2) the quality and integrity of the Funds' financial statements, (3) each Fund's compliance with regulatory requirements, and (4) the independence and performance of each Fund's independent and internal auditors. Among other responsibilities, the committee reviews, in its oversight capacity, each Fund's annual financial statements with both management and the independent auditors and the committee meets periodically with the independent and internal auditors to consider their evaluation of each Fund's financial and internal controls. The committee also selects, retains, evaluates and may replace each Fund's independent auditors and determines their compensation, subject to ratification of the Board, if required. The committee is currently composed of four Board Members and operates under a written charter adopted and approved by the Board, a copy of which is attached as Appendix A. Each committee member is "independent" as defined by New York Stock Exchange or American Stock Exchange listing standards, as applicable. The committee, in discharging its duties, has met with and held discussions with management and each Fund's independent and internal auditors. The committee has reviewed and discussed the audited financial statements with management. Management has represented to the independent auditors that each Fund's financial statements were prepared in accordance with generally accepted accounting principles. The committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees). Each Fund's independent auditors provided to the committee the written disclosure required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the committee discussed with representatives of the independent auditors their firm's independence. As provided in the Audit Committee Charter, it is not the committee's responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund's financial statements are complete and accurate and presented in accordance with generally accepted accounting principles. Based on the committee's review and discussions with management and the independent auditors, the representations of management and the report of the independent auditors to the committee, the committee has recommended that the Board include the audited financial statements in each Fund's Annual Report. The members of the committee are: Robert P. Bremner Lawrence H. Brown Jack B. Evans William J. Schneider 35 AUDIT AND RELATED FEES. The following tables provide the aggregate fees billed by Ernst & Young LLP during each Fund's last two fiscal years (i) to each Fund for services provided to the Fund and (ii) to the Advisers and certain entities controlling, controlled by, or under common control with the Advisers that provide ongoing services to each Fund ("Adviser Entities") for engagements directly related to the operations and financial reporting of each Fund.
- ----------------------------------------------------------------------------------------------------------------------- AUDIT RELATED FEES(2) TAX FEES(3) AUDIT FEES(1) --------------------------------- ---------------------------------- ----------------- ADVISERS AND ADVISERS AND ADVISER ADVISER FUND FUND ENTITIES FUND ENTITIES ----------------- --------------- --------------- ---------------- --------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED FUND 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 - ----------------------------------------------------------------------------------------------------------------------- Floating Rate.............. $0 $20,000 $ 0 $ 0 $ 0 $ 0 $0 $0 $ 0 $ 0 Preferred Convertible...... 6,300 18,139 0 0 0 0 0 7,549 0 0 Preferred Convertible 2.... 6,300 21,861 0 0 0 0 0 10,296 0 0 Quality Preferred.......... 30,047 17,026 0 0 0 0 2,705 4,740 0 0 Quality Preferred 2........ 11,550 26,088 0 0 0 0 4,475 9,098 0 0 Quality Preferred 3........ 8,400 10,886 0 0 0 0 0 1,788 0 0 Senior Income(5)........... N/A 40,000 0 0 0 0 N/A 364 0 0 Arizona Dividend........... 5,707 6,193 0 0 0 0 351 569 0 0 Arizona Dividend 2......... 6,084 6,646 0 0 0 0 352 686 0 0 Arizona Dividend 3......... 11,550 6,868 0 0 0 0 352 743 0 0 Arizona Premium............ 6,786 7,482 0 0 0 0 353 379 0 0 California Value........... 9,888 11,096 0 0 0 0 359 405 0 0 California Performance..... 10,772 12,197 0 0 0 0 361 413 0 0 California Opportunity..... 8,671 9,720 0 0 0 0 357 395 0 0 California Investment...... 11,167 12,571 0 0 0 0 362 416 0 0 California Select.......... 15,395 17,617 0 0 0 0 370 452 0 0 California Quality......... 14,916 17,059 0 0 0 0 369 448 0 0 Insured California......... 7,838 8,718 0 0 0 0 355 388 0 0 - --------------------------- ----------------------------------- ALL OTHER FEES(4) ----------------------------------- ADVISERS AND ADVISER FUND ENTITIES ----------------- --------------- FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED FUND 2003 2004 2003 2004 - --------------------------- ----------------------------------- Floating Rate.............. $0 $0 $ 0 $ 0 Preferred Convertible...... 0 3,450 0 0 Preferred Convertible 2.... 0 2,600 0 0 Quality Preferred.......... 2,400 3,450 0 0 Quality Preferred 2........ 2,013 3,450 0 0 Quality Preferred 3........ 850 3,450 0 0 Senior Income(5)........... N/A 4,500 0 0 Arizona Dividend........... 2,300 2,500 0 0 Arizona Dividend 2......... 2,300 2,500 0 0 Arizona Dividend 3......... 1,475 2,500 0 0 Arizona Premium............ 2,300 2,500 0 0 California Value........... 0 0 0 0 California Performance..... 2,300 2,500 0 0 California Opportunity..... 2,300 2,500 0 0 California Investment...... 2,300 2,500 0 0 California Select.......... 2,300 2,500 0 0 California Quality......... 2,300 2,500 0 0 Insured California......... 2,300 2,500 0 0
36
- ----------------------------------------------------------------------------------------------------------------------- AUDIT RELATED FEES(2) TAX FEES(3) AUDIT FEES(1) --------------------------------- ---------------------------------- ----------------- ADVISERS AND ADVISERS AND ADVISER ADVISER FUND FUND ENTITIES FUND ENTITIES ----------------- --------------- --------------- ---------------- --------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED FUND 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 - ----------------------------------------------------------------------------------------------------------------------- Insured California 2....... $10,426 $11,793 $ 0 $ 0 $ 0 $ 0 $360 $410 $ 0 $ 0 California Premium......... 7,402 8,204 0 0 0 0 355 384 0 0 California Dividend........ 15,085 17,374 0 0 0 0 369 450 0 0 California Dividend 2...... 11,216 12,752 0 0 0 0 362 2,264 0 0 California Dividend 3...... 15,042 17,369 0 0 0 0 369 3,450 0 0 Insured California Dividend................. 11,633 13,234 0 0 0 0 363 2,392 0 0 Insured California Tax-Free................. 10,500 8,316 0 0 0 0 0 1,115 0 0 Connecticut Dividend....... 6,124 6,694 0 0 0 0 352 699 0 0 Connecticut Dividend 2..... 6,039 6,590 0 0 0 0 352 674 0 0 Connecticut Dividend 3..... 9,450 7,521 0 0 0 0 352 912 0 0 Connecticut Premium........ 7,259 8,035 0 0 0 0 354 383 0 0 Insured Florida Tax-Free... 8,400 7,298 0 0 0 0 0 378 0 0 Insured Florida Premium.... 11,506 13,041 0 0 0 0 362 420 0 0 Florida Investment......... 12,372 13,965 0 0 0 0 364 427 0 0 Florida Quality............ 11,396 12,870 0 0 0 0 362 418 0 0 Georgia Dividend........... 5,870 6,392 0 0 0 0 352 621 0 0 Georgia Dividend 2......... 9,450 7,599 0 0 0 0 352 931 0 0 Georgia Premium............ 6,612 7,270 0 0 0 0 353 378 0 0 Maryland Dividend.......... 6,811 7,488 0 0 0 0 353 908 0 0 Maryland Dividend 2........ 6,818 7,525 0 0 0 0 353 914 0 0 Maryland Dividend 3........ 9,450 7,994 0 0 0 0 353 1,032 0 0 Maryland Premium........... 9,425 10,613 0 0 0 0 358 402 0 0 - --------------------------- ----------------------------------- ALL OTHER FEES(4) ----------------------------------- ADVISERS AND ADVISER FUND ENTITIES ----------------- --------------- FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED FUND 2003 2004 2003 2004 - --------------------------- ----------------------------------- Insured California 2....... $2,300 $2,500 $ 0 $ 0 California Premium......... 2,300 2,500 0 0 California Dividend........ 2,300 2,500 0 0 California Dividend 2...... 2,300 2,500 0 0 California Dividend 3...... 2,300 2,500 0 0 Insured California Dividend................. 2,300 2,500 0 0 Insured California Tax-Free................. 900 2,500 0 0 Connecticut Dividend....... 2,250 2,450 0 0 Connecticut Dividend 2..... 1,975 2,450 0 0 Connecticut Dividend 3..... 875 2,450 0 0 Connecticut Premium........ 2,250 2,450 0 0 Insured Florida Tax-Free... 900 2,500 0 0 Insured Florida Premium.... 2,300 2,500 0 0 Florida Investment......... 2,300 2,500 0 0 Florida Quality............ 2,300 2,500 0 0 Georgia Dividend........... 2,250 2,450 0 0 Georgia Dividend 2......... 875 2,450 0 0 Georgia Premium............ 2,250 2,450 0 0 Maryland Dividend.......... 2,250 2,450 0 0 Maryland Dividend 2........ 2,250 2,450 0 0 Maryland Dividend 3........ 875 2,450 0 0 Maryland Premium........... 2,250 2,450 0 0
37
- ----------------------------------------------------------------------------------------------------------------------- AUDIT RELATED FEES(2) TAX FEES(3) AUDIT FEES(1) --------------------------------- ---------------------------------- ----------------- ADVISERS AND ADVISERS AND ADVISER ADVISER FUND FUND ENTITIES FUND ENTITIES ----------------- --------------- --------------- ---------------- --------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED FUND 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 - ----------------------------------------------------------------------------------------------------------------------- Insured Massachusetts Tax-Free................. $7,350 $6,739 $ 0 $ 0 $ 0 $ 0 $0 $374 $ 0 $ 0 Massachusetts Dividend..... 5,878 6,402 0 0 0 0 352 624 0 0 Massachusetts Premium...... 6,992 7,706 0 0 0 0 354 381 0 0 Michigan Dividend.......... 5,923 6,451 0 0 0 0 352 636 0 0 Michigan Premium........... 8,385 9,304 0 0 0 0 356 393 0 0 Michigan Quality........... 10,265 11,608 0 0 0 0 360 409 0 0 Missouri Premium........... 5,961 6,496 0 0 0 0 352 372 0 0 New Jersey Dividend........ 7,784 8,677 0 0 0 0 355 1,212 0 0 New Jersey Dividend 2...... 6,957 7,692 0 0 0 0 354 957 0 0 New Jersey Investment...... 13,937 15,935 0 0 0 0 367 440 0 0 New Jersey Premium......... 10,390 11,704 0 0 0 0 360 410 0 0 North Carolina Dividend.... 5,997 6,539 0 0 0 0 352 661 0 0 North Carolina Dividend 2........................ 6,635 7,299 0 0 0 0 353 857 0 0 North Carolina Dividend 3........................ 9,450 7,285 0 0 0 0 352 852 0 0 North Carolina Premium..... 7,698 8,546 0 0 0 0 355 387 0 0 Ohio Dividend.............. 6,822 7,523 0 0 0 0 353 380 0 0 Ohio Dividend 2............ 6,368 6,982 0 0 0 0 353 774 0 0 Ohio Dividend 3............ 5,968 6,501 0 0 0 0 352 650 0 0 Ohio Quality............... 9,501 10,653 0 0 0 0 358 403 0 0 Pennsylvania Dividend...... 6,479 7,124 0 0 0 0 353 813 0 0 Pennsylvania Dividend 2.... 6,653 7,316 0 0 0 0 353 863 0 0 - --------------------------- ----------------------------------- ALL OTHER FEES(4) ----------------------------------- ADVISERS AND ADVISER FUND ENTITIES ----------------- --------------- FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED FUND 2003 2004 2003 2004 - --------------------------- ----------------------------------- Insured Massachusetts Tax-Free................. $300 $2,450 $ 0 $ 0 Massachusetts Dividend..... 2,250 2,450 0 0 Massachusetts Premium...... 2,250 2,450 0 0 Michigan Dividend.......... 2,300 2,500 0 0 Michigan Premium........... 2,300 2,500 0 0 Michigan Quality........... 2,300 2,500 0 0 Missouri Premium........... 2,250 2,450 0 0 New Jersey Dividend........ 2,300 2,500 0 0 New Jersey Dividend 2...... 2,300 2,500 0 0 New Jersey Investment...... 2,300 2,500 0 0 New Jersey Premium......... 2,300 2,500 0 0 North Carolina Dividend.... 2,250 2,450 0 0 North Carolina Dividend 2........................ 2,250 2,450 0 0 North Carolina Dividend 3........................ 875 2,450 0 0 North Carolina Premium..... 2,250 2,450 0 0 Ohio Dividend.............. 2,300 2,500 0 0 Ohio Dividend 2............ 2,300 2,500 0 0 Ohio Dividend 3............ 2,300 2,500 0 0 Ohio Quality............... 2,300 2,500 0 0 Pennsylvania Dividend...... 2,300 2,500 0 0 Pennsylvania Dividend 2.... 2,300 2,500 0 0
38
- ----------------------------------------------------------------------------------------------------------------------- AUDIT RELATED FEES(2) TAX FEES(3) AUDIT FEES(1) --------------------------------- ---------------------------------- ----------------- ADVISERS AND ADVISERS AND ADVISER ADVISER FUND FUND ENTITIES FUND ENTITIES ----------------- --------------- --------------- ---------------- --------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED FUND 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 - ----------------------------------------------------------------------------------------------------------------------- Pennsylvania Premium 2..... $11,804 $13,414 $ 0 $ 0 $ 0 $ 0 $363 $422 $ 0 $ 0 Pennsylvania Investment.... 12,254 13,969 0 0 0 0 364 426 0 0 Texas Quality.............. 9,022 10,176 0 0 0 0 358 398 0 0 Virginia Dividend.......... 6,361 6,972 0 0 0 0 353 772 0 0 Virginia Dividend 2........ 7,457 8,286 0 0 0 0 355 1,111 0 0 Virginia Premium........... 8,765 9,853 0 0 0 0 357 396 0 0 - --------------------------- ----------------------------------- ALL OTHER FEES(4) ----------------------------------- ADVISERS AND ADVISER FUND ENTITIES ----------------- --------------- FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED FUND 2003 2004 2003 2004 - --------------------------- ----------------------------------- Pennsylvania Premium 2..... $2,300 $2,500 $ 0 $ 0 Pennsylvania Investment.... 2,300 2,500 0 0 Texas Quality.............. 2,300 2,500 0 0 Virginia Dividend.......... 2,250 2,450 0 0 Virginia Dividend 2........ 2,250 2,450 0 0 Virginia Premium........... 2,250 2,450 0 0
- -------------------------------------------------------------------------------- (1) "Audit Fees" are the aggregate fees billed for professional services for the audit of the Fund's annual financial statements and services provided in connection with statutory and regulatory filings or engagements. (2) "Audit Related Fees" are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements and are not reported under "Audit Fees." (3) "Tax Fees" are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. (4) "All Other Fees" are the aggregate fees billed for products and services other than "Audit Fees," "Audit Related Fees" and "Tax Fees." (5) On July 30, 2003, the Board of Senior Income approved Ernst & Young LLP as the independent registered public accounting firm effective with the July 31, 2004 fiscal year-end audit. Ernst & Young LLP currently serves as the independent registered public accounting firm for 109 other Nuveen closed-end exchange-traded funds. KPMG LLP served as the independent registered public accounting firm of Senior Income for the fiscal years ended July 31, 2000 through July 31, 2003 and as of the latter date Senior Income was the only Nuveen fund for which KPMG LLP served as the independent registered public accounting firm. The change from KPMG LLP to Ernst & Young LLP was the result of the determination by Senior Income's Board that, based on a recommendation from the audit committee of the Board, the use of Ernst & Young LLP would result in efficiencies for Senior Income and the audit committee. KPMG LLP's report on Senior Income's financial statements for the fiscal year ended July 31, 2003 did not contain an adverse opinion or disclaimer of opinion and was not qualified as to uncertainty, audit scope or accounting principals. In addition, there had not been any disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make a reference to the subject matter of the disagreement in connection with its reports. 39 NON-AUDIT FEES. The following tables provide the aggregate non-audit fees billed by Ernst & Young LLP for services rendered to each Fund, the Advisers and the Adviser Entities during each Fund's last two fiscal years.
- -------------------------------------------------------------------------------------------------------------------------- TOTAL NON-AUDIT FEES BILLED TO ADVISERS AND ADVISER ENTITIES (ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES DIRECTLY TO THE BILLED TO ADVISERS AND TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS) ------------------------- ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FUND ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 - -------------------------------------------------------------------------------------------------------------------------- Floating Rate.......................... $0 $0 $ 0 $ 0 $ 0 $ 0 Preferred Convertible.................. 0 10,999 0 0 0 0 Preferred Convertible 2................ 0 12,896 0 0 0 0 Quality Preferred...................... 5,105 8,190 0 0 0 0 Quality Preferred 2.................... 6,488 12,548 0 0 0 0 Quality Preferred 3.................... 850 5,238 0 0 0 0 Senior Income(1)....................... N/A 4,864 0 0 0 0 Arizona Dividend....................... 2,651 3,069 0 0 0 0 Arizona Dividend 2..................... 2,652 3,186 0 0 0 0 Arizona Dividend 3..................... 1,827 3,243 0 0 0 0 Arizona Premium........................ 2,653 2,879 0 0 0 0 California Value....................... 359 405 0 0 0 0 California Performance................. 2,661 2,913 0 0 0 0 California Opportunity................. 2,657 2,895 0 0 0 0 California Investment.................. 2,662 2,916 0 0 0 0 California Select...................... 2,670 2,952 0 0 0 0 California Quality..................... 2,669 2,948 0 0 0 0 Insured California..................... 2,655 2,888 0 0 0 0 Insured California 2................... 2,660 2,910 0 0 0 0 - --------------------------------------- ------------------------- TOTAL ------------------------- FISCAL YEAR FISCAL YEAR FUND ENDED 2003 ENDED 2004 - --------------------------------------- ------------------------- Floating Rate.......................... $0 $0 Preferred Convertible.................. 0 10,999 Preferred Convertible 2................ 0 12,896 Quality Preferred...................... 5,105 8,190 Quality Preferred 2.................... 6,488 12,548 Quality Preferred 3.................... 850 5,238 Senior Income(1)....................... N/A 4,864 Arizona Dividend....................... 2,651 3,069 Arizona Dividend 2..................... 2,652 3,186 Arizona Dividend 3..................... 1,827 3,243 Arizona Premium........................ 2,653 2,879 California Value....................... 359 405 California Performance................. 2,661 2,913 California Opportunity................. 2,657 2,895 California Investment.................. 2,662 2,916 California Select...................... 2,670 2,952 California Quality..................... 2,669 2,948 Insured California..................... 2,655 2,888 Insured California 2................... 2,660 2,910
40
- -------------------------------------------------------------------------------------------------------------------------- TOTAL NON-AUDIT FEES BILLED TO ADVISERS AND ADVISER ENTITIES (ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES DIRECTLY TO THE BILLED TO ADVISERS AND TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS) ------------------------- ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FUND ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 - -------------------------------------------------------------------------------------------------------------------------- California Premium..................... $2,655 $2,884 $ 0 $ 0 $ 0 $ 0 California Dividend.................... 2,669 2,950 0 0 0 0 California Dividend 2.................. 2,662 4,764 0 0 0 0 California Dividend 3.................. 2,669 5,950 0 0 0 0 Insured California Dividend............ 2,663 4,892 0 0 0 0 Insured California Tax-Free............ 900 3,615 0 0 0 0 Connecticut Dividend................... 2,602 3,149 0 0 0 0 Connecticut Dividend 2................. 2,327 3,124 0 0 0 0 Connecticut Dividend 3................. 1,227 3,362 0 0 0 0 Connecticut Premium.................... 2,604 2,833 0 0 0 0 Insured Florida Tax-Free............... 900 2,878 0 0 0 0 Insured Florida Premium................ 2,662 2,920 0 0 0 0 Florida Investment..................... 2,664 2,927 0 0 0 0 Florida Quality........................ 2,662 2,918 0 0 0 0 Georgia Dividend....................... 2,602 3,071 0 0 0 0 Georgia Dividend 2..................... 1,227 3,381 0 0 0 0 Georgia Premium........................ 2,603 2,828 0 0 0 0 Maryland Dividend...................... 2,603 3,358 0 0 0 0 Maryland Dividend 2.................... 2,603 3,364 0 0 0 0 Maryland Dividend 3.................... 1,228 3,482 0 0 0 0 Maryland Premium....................... 2,608 2,852 0 0 0 0 - --------------------------------------- ------------------------- TOTAL ------------------------- FISCAL YEAR FISCAL YEAR FUND ENDED 2003 ENDED 2004 - --------------------------------------- ------------------------- California Premium..................... $2,655 $2,884 California Dividend.................... 2,669 2,950 California Dividend 2.................. 2,662 4,764 California Dividend 3.................. 2,669 5,950 Insured California Dividend............ 2,663 4,892 Insured California Tax-Free............ 900 3,615 Connecticut Dividend................... 2,602 3,149 Connecticut Dividend 2................. 2,327 3,124 Connecticut Dividend 3................. 1,227 3,362 Connecticut Premium.................... 2,604 2,833 Insured Florida Tax-Free............... 900 2,878 Insured Florida Premium................ 2,662 2,920 Florida Investment..................... 2,664 2,927 Florida Quality........................ 2,662 2,918 Georgia Dividend....................... 2,602 3,071 Georgia Dividend 2..................... 1,227 3,381 Georgia Premium........................ 2,603 2,828 Maryland Dividend...................... 2,603 3,358 Maryland Dividend 2.................... 2,603 3,364 Maryland Dividend 3.................... 1,228 3,482 Maryland Premium....................... 2,608 2,852
41
- -------------------------------------------------------------------------------------------------------------------------- TOTAL NON-AUDIT FEES BILLED TO ADVISERS AND ADVISER ENTITIES (ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES DIRECTLY TO THE BILLED TO ADVISERS AND TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS) ------------------------- ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FUND ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 - -------------------------------------------------------------------------------------------------------------------------- Insured Massachusetts Tax-Free......... $300 $2,824 $ 0 $ 0 $ 0 $ 0 Massachusetts Dividend................. 2,602 3,074 0 0 0 0 Massachusetts Premium.................. 2,604 2,831 0 0 0 0 Michigan Dividend...................... 2,652 3,136 0 0 0 0 Michigan Premium....................... 2,656 2,893 0 0 0 0 Michigan Quality....................... 2,660 2,909 0 0 0 0 Missouri Premium....................... 2,602 2,822 0 0 0 0 New Jersey Dividend.................... 2,655 3,712 0 0 0 0 New Jersey Dividend 2.................. 2,654 3,457 0 0 0 0 New Jersey Investment.................. 2,667 2,940 0 0 0 0 New Jersey Premium..................... 2,660 2,910 0 0 0 0 North Carolina Dividend................ 2,602 3,111 0 0 0 0 North Carolina Dividend 2.............. 2,603 3,307 0 0 0 0 North Carolina Dividend 3.............. 1,227 3,302 0 0 0 0 North Carolina Premium................. 2,605 2,837 0 0 0 0 Ohio Dividend.......................... 2,653 2,880 0 0 0 0 Ohio Dividend 2........................ 2,653 3,274 0 0 0 0 Ohio Dividend 3........................ 2,652 3,150 0 0 0 0 Ohio Quality........................... 2,658 2,903 0 0 0 0 Pennsylvania Dividend.................. 2,653 3,313 0 0 0 0 Pennsylvania Dividend 2................ 2,653 3,363 0 0 0 0 - --------------------------------------- ------------------------- TOTAL ------------------------- FISCAL YEAR FISCAL YEAR FUND ENDED 2003 ENDED 2004 - --------------------------------------- ------------------------- Insured Massachusetts Tax-Free......... $300 $2,824 Massachusetts Dividend................. 2,602 3,074 Massachusetts Premium.................. 2,604 2,831 Michigan Dividend...................... 2,652 3,136 Michigan Premium....................... 2,656 2,893 Michigan Quality....................... 2,660 2,909 Missouri Premium....................... 2,602 2,822 New Jersey Dividend.................... 2,655 3,712 New Jersey Dividend 2.................. 2,654 3,457 New Jersey Investment.................. 2,667 2,940 New Jersey Premium..................... 2,660 2,910 North Carolina Dividend................ 2,602 3,111 North Carolina Dividend 2.............. 2,603 3,307 North Carolina Dividend 3.............. 1,227 3,302 North Carolina Premium................. 2,605 2,837 Ohio Dividend.......................... 2,653 2,880 Ohio Dividend 2........................ 2,653 3,274 Ohio Dividend 3........................ 2,652 3,150 Ohio Quality........................... 2,658 2,903 Pennsylvania Dividend.................. 2,653 3,313 Pennsylvania Dividend 2................ 2,653 3,363
42
- -------------------------------------------------------------------------------------------------------------------------- TOTAL NON-AUDIT FEES BILLED TO ADVISERS AND ADVISER ENTITIES (ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES DIRECTLY TO THE BILLED TO ADVISERS AND TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS) ------------------------- ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FUND ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 - -------------------------------------------------------------------------------------------------------------------------- Pennsylvania Premium 2................. $2,663 $2,922 $ 0 $ 0 $ 0 $ 0 Pennsylvania Investment................ 2,664 2,926 0 0 0 0 Texas Quality.......................... 2,658 2,898 0 0 0 0 Virginia Dividend...................... 2,603 3,222 0 0 0 0 Virginia Dividend 2.................... 2,605 3,561 0 0 0 0 Virginia Premium....................... 2,607 2,846 0 0 0 0 - --------------------------------------- ------------------------- TOTAL ------------------------- FISCAL YEAR FISCAL YEAR FUND ENDED 2003 ENDED 2004 - --------------------------------------- ------------------------- Pennsylvania Premium 2................. $2,663 $2,922 Pennsylvania Investment................ 2,664 2,926 Texas Quality.......................... 2,658 2,898 Virginia Dividend...................... 2,603 3,222 Virginia Dividend 2.................... 2,605 3,561 Virginia Premium....................... 2,607 2,846
- -------------------------------------------------------------------------------- (1) On July 30, 2003, the Board of Senior Income approved Ernst & Young LLP as the independent registered public accounting firm effective with the July 31, 2004 fiscal year-end audit. KPMG LLP served as the independent registered public accounting firm of Senior Income for the fiscal years ended July 31, 2000 through July 31, 2003. 43 AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit committee must approve each Fund's independent auditor's engagements (i) with the Fund for audit or non-audit services and (ii) with the Advisers and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent auditors for each Fund and the Advisers and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than $10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under $5,000. For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the audit committee approved in advance all audit services and non-audit services that Ernst & Young LLP provided to each Fund and to the Advisers and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by Ernst & Young LLP to each Fund or the Advisers or Adviser Entities were pre-approved by the audit committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. The audit committee has considered whether the provision of non-audit services rendered by Ernst & Young LLP to the Advisers and Adviser Entities that were not required to be pre-approved by the audit committee is compatible with maintaining Ernst & Young LLP's independence. APPOINTMENT OF INDEPENDENT AUDITORS Each Board has appointed Ernst & Young LLP, independent registered public accounting firm, as independent auditors to audit the books and records of each Fund for its fiscal year. A representative of Ernst & Young LLP will be present at the Annual Meetings to make a statement, if such representative so desires, and to respond to shareholders' questions. Ernst & Young LLP has informed each Fund that it has no direct or indirect material financial interest in each Fund, Nuveen, the Advisers or any other investment company sponsored by Nuveen. SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of the Funds' equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund's shares with the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange or American Stock Exchange, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that its Board Members and officers, investment adviser and affiliated persons of the investment adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year, except that with respect to each of the Funds except Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3 and Senior Income, Mr. Daniel Solender, a former officer of the Funds, made a late filing on Form 3 and with respect to Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Senior Income, Arizona Dividend 2, Arizona Dividend 3, California Dividend 2, California Dividend 3, Insured California Dividend, Insured California Tax- 44 Free, Connecticut Dividend 2, Connecticut Dividend 3, Insured Florida Tax-Free, Georgia Dividend, Georgia Dividend 2, Maryland Dividend 2, Maryland Dividend 3, Insured Massachusetts Tax-Free, Michigan Dividend, New Jersey Dividend, New Jersey Dividend 2, North Carolina Dividend 2, North Carolina Dividend 3, Ohio Dividend, Ohio Dividend 2, Ohio Dividend 3, Pennsylvania Dividend, Pennsylvania Dividend 2 and Virginia Dividend an amended Form 3 was filed on behalf of the Advisers disclosing shares representing the initial capital provided by the Advisers. To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund's equity securities. INFORMATION ABOUT THE ADVISERS NAC, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund, except Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3 and Senior Income. NIAC, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3 and Senior Income. The Advisers are wholly owned subsidiaries of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606. Founded in 1898, Nuveen Investments, Inc. and its affiliates had over $100 billion of assets under management as of June 30, 2004. Nuveen Investments, Inc. is a publicly-traded company and a majority-owned subsidiary of The St. Paul Travelers Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102, a publicly-traded company that is principally engaged in providing property-liability insurance through subsidiaries. SHAREHOLDER PROPOSALS To be considered for presentation at the annual meeting of shareholders of the Funds to be held in 2005, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than June 20, 2005. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must submit such written notice to the Fund not later than September 3, 2005. Timely submission of a proposal does not mean that such proposal will be included in a proxy statement. SHAREHOLDER COMMUNICATIONS Fund shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member it will be sent to the chair of the nominating and governance committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons. EXPENSES OF PROXY SOLICITATION The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement will be paid by the Funds pro rata based on the number of shareholder accounts. 45 Additional solicitation may be made by letter, telephone or telegraph by officers or employees of Nuveen or the Advisers, or by dealers and their representatives. FISCAL YEAR The last fiscal year end for each Fund, except Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Senior Income, the Arizona Funds, the California Funds, the Michigan Funds, the New Jersey Funds, the Ohio Funds, the Pennsylvania Funds and Texas Quality, was May 31, 2004. The last fiscal year end for the Florida Funds, the New Jersey Funds and the Pennsylvania Funds was June 30, 2004. The last fiscal year end for Floating Rate, Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2, Quality Preferred 3, Senior Income, the Arizona Funds, the Michigan Funds, the Ohio Funds and Texas Quality was July 31, 2004. The last fiscal year end for the California Funds was August 31, 2004. ANNUAL REPORT DELIVERY Annual reports will be sent to shareholders of record of each Fund following each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787. Please note that only one annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above. GENERAL Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Annual Meeting. However, if other matters are properly presented to the Annual Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund. A list of shareholders entitled to be present and to vote at each Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Annual Meeting. Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to the proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. 46 IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. Jessica R. Droeger Vice President and Secretary October 18, 2004 47 APPENDIX A NUVEEN MANAGEMENT INVESTMENT COMPANIES AUDIT COMMITTEES CHARTER Revised February, 2004 ORGANIZATION AND MEMBERSHIP There shall be a committee of each Board of Directors/Trustees (the "Board") of the Nuveen Management Investment Companies (the "Funds" or, individually, a "Fund") to be known as the Audit Committee. The Audit Committee shall be comprised of at least three Directors/Trustees. Audit Committee members shall be independent of the Funds and free of any relationship that, in the opinion of the Directors/Trustees, would interfere with their exercise of independent judgment as an Audit Committee member. In particular, each member must meet the independence and experience requirements applicable to the Funds of the New York Stock Exchange, the American Stock Exchange, Section 10A of the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission"). Each such member of the Audit Committee shall have a basic understanding of finance and accounting, be able to read and understand fundamental financial statements, and be financially literate, and at least one such member shall have accounting or related financial management expertise, in each case as determined by the Directors/Trustees, exercising their business judgment (this person may also serve as the Audit Committee's "financial expert" as defined by the Commission). The Board shall appoint the members and the Chairman of the Audit Committee, on the recommendation of the Nominating and Governance Committee. The Audit Committee shall meet periodically but in any event no less frequently than on a semi-annual basis. Except for the Funds, Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies. STATEMENT OF POLICY, PURPOSE AND PROCESSES The Audit Committee shall assist the Board in oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audits of the financial statements, of the Funds, (2) the quality and integrity of the financial statements of the Funds, (3) the Funds' compliance with legal and regulatory requirements, and (4) the independent auditors' qualifications, performance and independence. In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors/Trustees, the independent auditors, the internal auditors and the management of the Funds. The Audit Committee shall meet periodically with Fund management, the Funds' internal auditor, and the Funds' independent auditors, in separate executive sessions. The Audit Committee shall prepare reports of the Audit Committee as required by the Commission to be included in the Fund's annual proxy statements or otherwise. The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit Committee for compensation to independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for a Fund, compensation to advisers employed by the Audit Committee, and ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties, as A-1 determined in its discretion. The Audit Committee may request any officer or employee of Nuveen Investments, Inc. (or its affiliates) (collectively, "Nuveen") or the Funds' independent auditors or outside counsel to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Funds' independent auditors and internal auditors shall have unrestricted accessibility at any time to Committee members. RESPONSIBILITIES Fund management has the primary responsibility to establish and maintain systems for accounting, reporting, disclosure and internal control. The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. Each independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds shall report directly to the Audit Committee. The independent auditors are ultimately accountable to the Board and the Audit Committee. It is the ultimate responsibility of the Audit Committee to select, appoint, retain, evaluate, oversee and replace any independent auditors and to determine their compensation, subject to ratification of the Board, if required. The Audit Committee responsibilities may not be delegated to any other Committee or the Board. The Audit Committee is responsible for the following: With respect to Fund financial statements: 1. Reviewing and discussing the annual audited financial statements and semi-annual financial statements with Fund management and the independent auditors including major issues regarding accounting and auditing principles and practices, and the Funds' disclosures in its periodic reports under "Management's Discussion and Analysis." 2. Requiring the independent auditors to deliver to the Chairman of the Audit Committee a timely report on any issues relating to the significant accounting policies, management judgments and accounting estimates or other matters that would need to be communicated under Statement on Auditing Standards (SAS) No. 90, Audit Committee Communications (which amended SAS No. 61, Communication with Audit Committees), that arise during the auditors' review of the Funds' financial statements, which information the Chairman shall further communicate to the other members of the Audit Committee, as deemed necessary or appropriate in the Chairman's judgment. 3. Discussing with management the Funds' press releases regarding financial results and dividends, as well as financial information and earnings guidance provided to analysts and rating agencies. This discussion may be done generally, consisting of discussing the types of information to be disclosed and the types of presentations to be made. The Chairman of the Audit Committee shall be authorized to have these discussions with management on behalf of the Audit Committee. 4. Discussing with management and the independent auditors (a) significant financial reporting issues and judgments made in connection with the preparation and presentation of the Funds' financial statements, including any significant changes in the Funds' selection or application of accounting principles and any A-2 major issues as to the adequacy of the Funds' internal controls and any special audit steps adopted in light of material control deficiencies, and (b) analyses prepared by Fund management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. 5. Discussing with management and the independent auditors the effect of regulatory and accounting initiatives on the Funds' financial statements. 6. Reviewing and discussing reports, both written and oral, from the independent auditors and/or Fund management regarding (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative treatments and disclosures, and the treatment preferred by the independent auditors; and (c) other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences. 7. Discussing with Fund management the Funds' major financial risk exposures and the steps management has taken to monitor and control these exposures, including the Funds' risk assessment and risk management policies and guidelines. In fulfilling its obligations under this paragraph, the Audit Committee may review in a general manner the processes other Board committees have in place with respect to risk assessment and risk management. 8. Reviewing disclosures made to the Audit Committee by the Funds' principal executive officer and principal financial officer during their certification process for the Funds' periodic reports about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Funds' internal controls. With respect to the independent auditors: 1. Selecting, appointing, retaining or replacing the independent auditors, subject, if applicable, only to Board and shareholder ratification; and compensating, evaluating and overseeing the work of the independent auditor (including the resolution of disagreements between Fund management and the independent auditor regarding financial reporting). 2. Meeting with the independent auditors and Fund management to review the scope, fees, audit plans and staffing for the audit, for the current year. At the conclusion of the audit, reviewing such audit results, including the independent auditors' evaluation of the Funds' financial and internal controls, any comments or recommendations of the independent auditors, any audit problems or difficulties and management's response, including any restrictions on the scope of the independent auditor's activities or on access to requested information, any significant disagreements with management, any accounting adjustments noted or proposed by the auditor but not made by the Fund, any communications between the audit team and the audit firm's national office regarding auditing or A-3 accounting issues presented by the engagement, any significant changes required from the originally planned audit programs and any adjustments to the financial statements recommended by the auditors. 3. Pre-approving all audit services and permitted non-audit services, and the terms thereof, to be performed for the Funds by their independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10A of the Exchange Act that the Audit Committee approves prior to the completion of the audit, in accordance with any policies or procedures relating thereto as adopted by the Board or the Audit Committee. The Chairman of the Audit Committee shall be authorized to give pre-approvals of such non-audit services on behalf of the Audit Committee. 4. Obtaining and reviewing a report or reports from the independent auditors at least annually (including a formal written statement delineating all relationships between the auditors and the Funds consistent with Independent Standards Board Standard 1, as may be amended, restated, modified or replaced) regarding (a) the independent auditor's internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the firm; (c) any steps taken to deal with any such issues; and (d) all relationships between the independent auditor and the Funds and their affiliates, in order to assist the Audit committee in assessing the auditor's independence. After reviewing the foregoing report[s] and the independent auditor's work throughout the year, the Audit Committee shall be responsible for evaluating the qualifications, performance and independence of the independent auditor and their compliance with all applicable requirements for independence and peer review, and a review and evaluation of the lead partner, taking into account the opinions of Fund management and the internal auditors, and discussing such reports with the independent auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board. 5. Reviewing any reports from the independent auditors mandated by Section 10A(b) of the Exchange Act regarding any illegal act detected by the independent auditor (whether or not perceived to have a material effect on the Funds' financial statements) and obtaining from the independent auditors any information about illegal acts in accordance with Section 10A(b). 6. Ensuring the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law, and further considering the rotation of the independent auditor firm itself. 7. Establishing and recommending to the Board for ratification policies for the Funds', Fund management or the Fund adviser's hiring of employees or former employees of the independent auditor who participated in the audits of the Funds. 8. Taking, or recommending that the Board take, appropriate action to oversee the independence of the outside auditor. A-4 With respect to any internal auditor: 1. Reviewing the proposed programs of the internal auditor for the coming year. It is not the obligation or responsibility of the Audit Committee to confirm the independence of any Nuveen internal auditors performing services relating to the Funds or to approve any termination or replacement of the Nuveen Manager of Internal Audit. 2. Receiving a summary of findings from any completed internal audits pertaining to the Funds and a progress report on the proposed internal audit plan for the Funds, with explanations for significant deviations from the original plan. Other responsibilities: 1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund adviser's counsel and independent counsel to the Board legal matters that may have a material impact on the Fund's financial statements or compliance policies. 2. Receiving and reviewing periodic or special reports issued on exposure/controls, irregularities and control failures related to the Funds. 3. Reviewing with the independent auditors, with any internal auditor and with Fund management, the adequacy and effectiveness of the accounting and financial controls of the Funds, and eliciting any recommendations for the improvement of internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose payments, transactions or procedures that might be deemed illegal or otherwise improper. 4. Reviewing the reports of examinations by regulatory authorities as they relate to financial statement matters. 5. Discussing with management and the independent auditor any correspondence with regulators or governmental agencies that raises material issues regarding the Funds' financial statements or accounting policies. 6. Obtaining reports from management with respect to the Funds' policies and procedures regarding compliance with applicable laws and regulations. 7. Reporting regularly to the Board on the results of the activities of the Audit Committee, including any issues that arise with respect to the quality or integrity of the Funds' financial statements, the Funds' compliance with legal or regulatory requirements, the performance and independence of the Funds' independent auditors, or the performance of the internal audit function. 8. Performing any special reviews, investigations or oversight responsibilities requested by the Board. 9. Reviewing and reassessing annually the adequacy of this charter and recommending to the Board approval of any proposed changes deemed necessary or advisable by the Audit Committee. 10. Undertaking an annual review of the performance of the Audit Committee. A-5 11. Establishing procedures for the receipt, retention and treatment of complaints received by the Funds regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of Fund management, the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the Funds, as well as employees of the Funds. Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Funds' financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to ensure compliance with laws and regulations. A-6 APPENDIX B AMENDED AND RESTATED NOMINATING AND GOVERNANCE COMMITTEE CHARTER I. NOMINATING AND GOVERNANCE COMMITTEE: MEMBERSHIP AND PURPOSE The Nominating and Governance Committee shall be composed entirely of independent directors of the Board with one independent director elected as chair of the committee. The term "independent director" as used in this Charter means any director or trustee who is not an "interested person" of the Funds as such term is defined in the Investment Company Act of 1940, as amended, and any rules or regulations adopted thereunder (the "1940 Act"). The purpose of the Committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to the Funds' Board of Directors, and matters related thereto. In addition, the Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of Committee members, the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. II. BOARD: SELECTION AND TENURE A. The Committee shall periodically review the composition of the Board of Directors, including its size and mix of skills, experience, and background. B. The Committee shall, as part of the recruitment process, and with the assistance of its counsel, define and clarify the duties and responsibilities of Board members. In performing this function, the Committee shall consider, among other things, legal and fiduciary duties; expectations regarding preparation, attendance, and participation at meetings; fund ownership; and limitations on investments. C. The Committee shall make nominations for director membership on the Board of Directors, with input from various sources as the committee deems necessary. The Committee shall evaluate the members of the current Board of Directors and identify, recruit and evaluate candidates for Board membership, including evaluation of their independence from the Funds' investment adviser and other principal service providers, including any affiliates of such persons, if applicable. The Committee shall consider the effect of any relationships beyond those delineated in the 1940 Act and any other applicable federal securities laws and regulations and rules and regulations of self-regulatory organizations that might impair their independence, e.g., business, financial or family relationships with the Funds' investment adviser and service providers, including any affiliates of such persons. D. The Committee shall review on an annual basis questionnaires completed by all directors regarding their independence. E. The Committee shall periodically review and make recommendations with regard to the tenure of the directors, including term limits and/or age limits. F. The Committee shall look to many sources for recommendations of qualified directors. These sources shall include current directors, members of the management company, current security holders of the Funds, third party sources and any other persons or entities as may be deemed necessary or desirable by the B-1 Committee. The Committee may, but shall not be required to, develop and establish additional material elements of the foregoing policy in furtherance of the objectives and elements currently stated therein. G. The Committee may, but shall not be required to, establish necessary or desirable minimum qualifications to be possessed by all nominees and may also establish specific qualities or skills to be possessed by one or more directors. III. COMMITTEES: SELECTION AND REVIEW A. Subject to the approval of the full Board, the Committee shall review committee assignments at least annually and make nominations for director membership on all committees. The committee shall also recommend to the full Board the chair of each committee. B. The Committee shall periodically review and make recommendations to the full Board regarding the responsibilities and charters of any committee (other than the Audit Committee) of the Board, the continuing need for each committee, the need for additional committees, and the need or desire to combine or reorganize committees. IV. BOARD: EDUCATION AND OPERATIONS A. The Committee shall periodically review and make recommendations concerning continuing education for incumbent directors and appropriate orientation materials and procedures for new directors. B. The Committee shall periodically review and make recommendations concerning the organization of Board of Directors meetings, including the frequency, timing, content, and agendas of the meetings. C. The Committee shall evaluate the performance of the Board at least annually, with a view towards enhancing its effectiveness. D. The Committee shall establish a process by which security holders will be able to communicate in writing with members of the Board of Directors via regular mail. The Manager of Fund Board Relations, or such other person designated by the Committee, shall assist the Committee in developing and implementing this process. The process will also provide that the Manager of Fund Board Relations, or such other person designated by the Committee, will be appointed to administer the operations of the communications process established hereunder. Written communications to directors should be addressed to the Funds at the address of the principal offices of the Funds, which currently is 333 West Wacker Drive, Chicago, Illinois 60606. If the communication is intended for a specific director and so indicated it will be sent only to that director. If a communication does not indicate a specific director it will be sent to the Chair of the Committee and the outside counsel to the independent directors for further distribution as deemed appropriate by such persons. The Committee is hereby authorized to oversee the administration, implementation and maintenance of this communications process and further develop and refine this process as deemed necessary or desirable by the Committee. B-2 E. The Committee shall establish a policy relating to attendance by directors at annual meetings of the Funds. V. OTHER POWERS AND RESPONSIBILITIES A. The Committee shall monitor the performance of legal counsel, and any other service providers (other than the independent auditors, which are monitored by the Audit Committee) that are chosen by the directors, and shall supervise counsel for the independent directors. B. The Committee shall periodically review and make recommendations regarding director compensation to the full Board of Directors. C. The Committee shall have the resources and authority to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). D. The Committee shall be authorized to adopt Key Practices to further develop, clarify and implement its duties and responsibilities as set forth in this Charter, which Key Practices may be amended and/or restated from time to time upon the approval of a majority of the members of the Committee. B-3 (NUVEEN INVESTMENTS LOGO) Nuveen Investments 333 West Wacker Drive Chicago, IL 60606-1286 (800) 257-8787 www.nuveen.com JFR1104 (NUVEEN LOGO) NUVEEN INVESTMENTS Nuveen Investments 333 West Wacker Dr. Chicago IL 60606 www.nuveen.com 999 999 999 999 99 [INSERT FUND NAME] Common 3 EASY WAYS TO VOTE YOUR PROXY 1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow the recorded instructions. 2. On the Internet at www.proxyweb.com, and follow the simple instructions. 3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope, to Proxy Tabulator, PO Box 9139, Hingham, MA 02043. THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 2004 The Annual Meeting of shareholders will be held Wednesday, November 17, 2004 at 8:30 a.m., San Francisco time, at the Embassy Room of the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco, California. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on November 17, 2004 or any adjournment or adjournments thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyweb.com). Date: --------------------------------- SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT. (Please sign in Box) --------------------------------------- --------------------------------------- NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY, IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] PLEASE DO NOT USE FINE POINT PENS. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD. 1. Election of Board Members: (01) Robert P. Bremner (04) William C. Hunter FOR NOMINEES WITHHOLD (02) Lawrence H. Brown (05) Judith M. Stockdale listed at left AUTHORITY (03) Jack B. Evans (except as marked to vote for all to the contrary) nominees listed [ ] at left [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.) - ------------------------------------------------------------------- (NUVEEN LOGO) NUVEEN INVESTMENTS Nuveen Investments 333 West Wacker Dr. Chicago IL 60606 www.nuveen.com 999 999 999 999 99 [INSERT FUND NAME] Preferred 3 EASY WAYS TO VOTE YOUR PROXY 1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow the recorded instructions. 2. On the Internet at www.proxyweb.com, and follow the simple instructions. 3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope, to Proxy Tabulator, PO Box 9139, Hingham, MA 02043. THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 2004 The Annual Meeting of shareholders will be held Wednesday, November 17, 2004 at 8:30 a.m., San Francisco time, at the Embassy Room of the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco, California. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on November 17, 2004 or any adjournment or adjournments thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyweb.com). Date: ---------------------------------- SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT. (Please sign in Box) --------------------------------------- --------------------------------------- NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY, IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] PLEASE DO NOT USE FINE POINT PENS. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD. 1. Election of Board Members: (01) Robert P. Bremner (05) William J. Schneider FOR NOMINEES WITHHOLD (02) Lawrence H. Brown (06) Timothy R. Schwertfeger listed at left AUTHORITY (03) Jack B. Evans (07) Judith M. Stockdale (except as marked to vote for all (04) William C. Hunter to the contrary) nominees listed [ ] at left [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the number(s) of the nominee(s) on the line provided below.) - ----------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----