Edgar Filing: NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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 Rule 14a-11(c) or Rule 14a-12.

NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZF)
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

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

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(2) Aggregate number of securities to which transaction applies:

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

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
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[ ] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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IMPORTANT NOTICE
TO FUND SHAREHOLDERS

AUGUST 3, 2004

Although we recommend that you read the complete Joint Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.

Q. WHY AM I RECEIVING THIS JOINT PROXY STATEMENT?

A. Closed-end investment companies listed on a stock exchange, such as your
Fund, are required to hold annual meetings to approve the election of
Trustees. Your Fund is seeking shareholder approval to elect Trustees to
serve on the Board of Trustees. The Trustees of your Fund unanimously
recommend that you vote FOR the nominees for the Board of Trustees.

Please refer to the Joint Proxy Statement for a detailed explanation of the
proposed item.

Q. HOW DO THE TRUSTEES OF THE FUND SUGGEST THAT I VOTE IN CONNECTION WITH THE
ELECTION OF TRUSTEES?

A. After careful consideration, the Board of Trustees of your Fund unanimously
recommends that you vote FOR the nominees for the Board of Trustees.

Q. WILL MY VOTE MAKE A DIFFERENCE?

A. Your vote is needed to ensure that the proposal can be acted upon.
Additionally, your immediate response will help save on the costs of any
future solicitations for a shareholder vote. We encourage all shareholders to
participate in the governance of their Fund.

Q. WHO DO I CALL IF I HAVE QUESTIONS?

A. If you need any assistance, or have any questions regarding the proposal or
how to vote your shares, please call your financial advisor. Alternatively,
you may call Nuveen at (800) 257-8787 weekdays from 8:00 a.m. to 6:00 p.m.
Central time.

Q. HOW DO I VOTE MY SHARES?

A. You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage-paid envelope. Alternatively, you may
vote by telephone by calling the toll-free number on the proxy card or by
computer by going to the Internet address provided on the proxy card and
following the recorded instructions, using your proxy card as a guide.

Q. WILL ANYONE CONTACT ME?

A. You may receive a call to verify that you received your proxy materials, to
answer any questions you may have about the proposal and to encourage you to
vote.

NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois 60606
AUGUST 3, 2004 (800) 257-8787

NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. (NPI)
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC. (NPP)
NUVEEN MUNICIPAL ADVANTAGE FUND, INC. (NMA)
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NMO)
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQM)
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC. (NQI)
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC. (NQS)
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC. (NQU)
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. (NIO)
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC. (NPF)
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC. (NIF)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC. (NPM)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC. (NPT)
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2 (NPX)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND (NAD)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXZ)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZF)
NUVEEN INSURED DIVIDEND ADVANTAGE MUNICIPAL FUND (NVG)
NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND (NEA)
NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND (NMZ)
NUVEEN SELECT MATURITIES MUNICIPAL FUND (NIM)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO (NXP)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 2 (NXQ)
NUVEEN SELECT TAX-FREE INCOME PORTFOLIO 3 (NXR)
NUVEEN CALIFORNIA SELECT TAX-FREE INCOME PORTFOLIO (NXC)
NUVEEN NEW YORK SELECT TAX-FREE INCOME PORTFOLIO (NXN)

JUNE 30, 2004

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Municipal Value Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund,
Inc. ("Municipal Income"), Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc.,
Nuveen Municipal Market Opportunity Fund, Inc., Nuveen Investment Quality
Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc., Nuveen Select
Quality Municipal Fund, Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen
Insured Municipal Opportunity Fund, Inc., Nuveen Premier Municipal Income Fund,
Inc., Nuveen Premier Insured Municipal Income Fund, Inc., Nuveen Premium Income
Municipal Fund 2, Inc., Nuveen Premium Income Municipal Fund 4, Inc., each a
Minnesota corporation, Nuveen Insured Premium Income Municipal Fund 2, Nuveen
Dividend Advantage Municipal Fund, Nuveen Dividend Advantage Municipal Fund 2,
Nuveen Dividend Advantage Municipal Fund 3, Nuveen Insured Dividend Advantage
Municipal Fund, Nuveen Insured Tax-Free Advantage Municipal Fund, Nuveen
Municipal High Income Opportunity Fund, Nuveen Select Maturities Municipal Fund
("Select Maturities"), Nuveen Select Tax-Free Income Portfolio ("Select
Portfolio"), Nuveen Select Tax-Free Income Portfolio 2 ("Select Portfolio 2"),
Nuveen Select Tax-Free Income Portfolio 3 ("Select Portfolio 3"), Nuveen
California Select Tax-Free Income Portfolio ("California Portfolio") and Nuveen
New York Select Tax-Free Income Portfolio ("New York Portfolio"), each a
Massachusetts business trust (each, a "Fund," and, collectively, the "Funds"),
will be held in the Sixth Floor auditorium of the Northern Trust Company, 50
South LaSalle Street, Chicago, Illinois 60606, on Tuesday, August 3,

2004, at 10:30 a.m., Chicago 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 Municipal Value, Municipal Income, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio,
New York Portfolio and Select Maturities, 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 Municipal Auction Rate Cumulative Preferred Stock
("MuniPreferred"), voting together as a single class; and

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

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

c. For Select Portfolio, Select Portfolio 2, Select Portfolio 3,
California Portfolio, New York Portfolio and Select Maturities, to elect
seven (7) Board Members to serve until the next Annual Meeting and 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 June 7, 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

June 30, 2004

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 Municipal Value Fund, Inc. ("Municipal
Value"), Nuveen Municipal Income Fund, Inc. ("Municipal Income"), Nuveen Premium
Income Municipal Fund, Inc. ("Premium Income"), Nuveen Performance Plus
Municipal Fund, Inc. ("Performance Plus"), Nuveen Municipal Advantage Fund, Inc.
("Municipal Advantage"), Nuveen Municipal Market Opportunity Fund, Inc.
("Municipal Market Opportunity"), Nuveen Investment Quality Municipal Fund, Inc.
("Investment Quality"), Nuveen Insured Quality Municipal Fund, Inc. ("Insured
Quality"), Nuveen Select Quality Municipal Fund, Inc. ("Select Quality"), Nuveen
Quality Income Municipal Fund, Inc. ("Quality Income"), Nuveen Insured Municipal
Opportunity Fund, Inc. ("Insured Municipal Opportunity"), Nuveen Premier
Municipal Income Fund, Inc. ("Premier Municipal"), Nuveen Premier Insured
Municipal Income Fund, Inc. ("Premier Insured"), Nuveen Premium Income Municipal
Fund 2, Inc. ("Premium Income 2") Nuveen Premium Income Municipal Fund 4, Inc.
("Premium Income 4"), each a Minnesota corporation (collectively, the "Minnesota
Corporations"), Nuveen Insured Premium Income Municipal Fund 2 ("Insured Premium
Income 2"), Nuveen Dividend Advantage Municipal Fund ("Dividend Advantage"),
Nuveen Dividend Advantage Municipal Fund 2 ("Dividend Advantage 2"), Nuveen
Dividend Advantage Municipal Fund 3 ("Dividend Advantage 3"), Nuveen Insured
Dividend Advantage Municipal Fund ("Insured Dividend Advantage"), Nuveen Insured
Tax-Free Advantage Municipal Fund ("Insured Tax-Free Advantage"), Nuveen
Municipal High Income Opportunity Fund ("Municipal High Income") Nuveen Select
Maturities Municipal Fund ("Select Maturities"), Nuveen Select Tax-Free Income
Portfolio ("Select Portfolio"), Nuveen Select Tax-Free Income Portfolio 2
("Select Portfolio 2"), Nuveen Select Tax-Free Income Portfolio 3 ("Select
Portfolio 3"), Nuveen California Select Tax-Free Income Portfolio ("California
Portfolio") and Nuveen New York Select Tax-Free Income Portfolio ("New York
Portfolio"), each a Massachusetts business trust (collectively, the
"Massachusetts Business Trusts") (the Minnesota Corporations and Massachusetts
Business Trusts are each a "Fund" and collectively,

the "Funds"), of proxies to be voted at the Annual Meeting of Shareholders to be
held on August 3, 2004 (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
June 30, 2004.

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

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

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COMMON MUNI-
MATTER SHARES PREFERRED(1)
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1a(i). Election of five (5) Board Members by all shareholders X X
(except Municipal Value, Municipal Income, Select Portfolio,
Select Portfolio 2, Select Portfolio 3, California
Portfolio, New York Portfolio and Select Maturities).
a(ii). Election of two (2) Board Members by MuniPreferred only X
(except Municipal Value, Municipal Income, Select Portfolio,
Select Portfolio 2, Select Portfolio 3, California
Portfolio, New York Portfolio and Select Maturities).
b. Election of three (3) Board Members for Municipal Value and X N/A
Municipal Income by all common shareholders
c. Election of seven (7) Board Members for Select Portfolio, X N/A
Select Portfolio 2, Select Portfolio 3, California
Portfolio, New York Portfolio and Select Maturities by all
shareholders.
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(1) "MuniPreferred" means "Municipal Auction Rate Cumulative 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 MuniPreferred of each Fund (except Municipal Value,
Municipal Income, Select Portfolio, Select Portfolio 2, Select Portfolio 3,
California Portfolio, New York Portfolio and Select Maturities), 33 1/3% of the
MuniPreferred 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
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.

Shares of MuniPreferred 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 MuniPreferred shareholders as a class who
have voted on the proposal or in the same proportion as the votes cast by all
MuniPreferred shareholders of the Fund who have voted on that item. Rule 452
permits proportionate voting of MuniPreferred with respect to a particular item
if, among other things, (i) a minimum of 30% of the shares of MuniPreferred or
shares of a series of MuniPreferred outstanding has been voted by the holders of
such shares with respect to such item and (ii) less than 10% of the shares of
MuniPreferred or shares of a series of MuniPreferred outstanding has been voted
by the holders of such shares against such item. For the purpose of meeting the
30% test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.

Those persons who were shareholders of record at the close of business on June
7, 2004 will be entitled to one vote for each share held. As of June 7, 2004,
the shares of the Funds were issued and outstanding as follows:

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TICKER
FUND SYMBOL COMMON SHARES MUNIPREFERRED
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Municipal Value (NUV) 194,959,520 N/A
Municipal Income (NMI) 8,113,876 N/A
Premium Income (NPI) 63,785,430 3,800 Series M
2,000 Series M2
3,800 Series T
3,800 Series W
3,800 Series TH
3,800 Series F
Performance Plus (NPP) 59,914,073 4,000 Series M
4,000 Series T
4,000 Series W
3,160 Series TH
4,000 Series F
Municipal (NMA) 43,025,594 3,000 Series M
Advantage 3,000 Series T
3,000 Series W
2,320 Series TH
3,000 Series F
Municipal Market (NMO) 45,540,872 4,000 Series M
Opportunity 4,000 Series T
3,200 Series W
4,000 Series F
Investment Quality (NQM) 35,748,959 2,500 Series M
2,500 Series T
2,500 Series W
2,040 Series TH
2,500 Series F
Insured Quality (NQI) 38,160,827 2,600 Series M
2,600 Series T
2,600 Series W
2,320 Series TH
2,600 Series F
Select Quality (NQS) 33,887,474 2,000 Series M
2,000 Series T
2,800 Series W
1,560 Series TH
2,800 Series F
Quality Income (NQU) 54,204,488 3,000 Series M
3,000 Series T
3,000 Series W
2,080 Series W2
4,000 Series TH
3,000 Series F
Insured Municipal (NIO) 81,138,036 4,000 Series M
Opportunity 4,000 Series T
4,000 Series W
3,200 Series W2
4,000 Series TH1
4,000 Series TH2
4,000 Series F

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TICKER
FUND SYMBOL COMMON SHARES MUNIPREFERRED
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Premier Municipal (NPF) 20,091,018 1,000 Series M
2,800 Series T
2,800 Series TH
Premier Insured (NIF) 19,411,049 840 Series W
2,800 Series TH
2,800 Series F
Premium Income 2 (NPM) 41,093,661 2,000 Series M
3,000 Series T
2,000 Series W
3,000 Series TH
2,000 Series F
1,880 Series F2
Premium Income 4 (NPT) 43,236,703 2,200 Series M
2,000 Series T
1,328 Series T2
1,680 Series W
520 Series W2
2,680 Series TH
1,800 Series F
1,328 Series F2
Insured Premium (NPX) 37,353,512 2,080 Series M
Income 2 2,200 Series T
2,080 Series W
2,200 Series TH
2,196 Series F
Dividend (NAD) 39,267,491 4,000 Series M
Advantage 4,000 Series T
3,800 Series TH
Dividend (NXZ) 29,282,000 3,000 Series M
Advantage 2 3,000 Series T
Dividend Advantage 3 (NZF) 40,310,119 2,880 Series F
Insured Dividend (NVG) 29,807,822 3,160 Series M
Advantage 3,080 Series T
3,080 Series TH
Insured Tax-Free (NEA) 18,512,923 2,880 Series T
Advantage 2,880 Series W
Municipal High (NMZ) 23,183,308 3,000 Series M
Income 1,600 Series T
1,600 Series W
Select Maturities (NIM) 12,394,977 N/A
Select Portfolio (NXP) 16,378,096 N/A
Select Portfolio 2 (NXQ) 17,607,068 N/A
Select Portfolio 3 (NXR) 12,964,124 N/A
California Portfolio (NXC) 6,257,070 N/A
New York Portfolio (NXN) 3,908,223 N/A

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* The common shares of all of the Funds are listed on the New York Stock
Exchange, except NXZ, NZF, NVG, NEA and NMZ, 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
Municipal Value, Municipal Income, Select Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio, New York Portfolio and Select Maturities),
under normal circumstances, holders of MuniPreferred are entitled to elect two
(2) Board Members, and the remaining Board Members are to be elected by holders
of Common Shares and MuniPreferred, voting together as a single class. Pursuant
to the organizational documents of Municipal Value and Municipal Income, the
Board is divided into three classes, with each class being elected to serve a
term of three years. For each of Municipal Value and Municipal Income, three (3)
Board Members are nominated to be elected at this meeting to serve for multiple
year terms.

A. FOR PREMIUM INCOME, PERFORMANCE PLUS, MUNICIPAL ADVANTAGE, MUNICIPAL MARKET
OPPORTUNITY, INVESTMENT QUALITY, INSURED QUALITY, SELECT QUALITY, QUALITY
INCOME, INSURED MUNICIPAL OPPORTUNITY, PREMIER MUNICIPAL, PREMIER INSURED,
PREMIUM INCOME 2, PREMIUM INCOME 4, INSURED PREMIUM INCOME 2, DIVIDEND
ADVANTAGE, DIVIDEND ADVANTAGE 2, DIVIDEND ADVANTAGE 3, INSURED DIVIDEND
ADVANTAGE, INSURED TAX-FREE ADVANTAGE AND MUNICIPAL HIGH INCOME:

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

(ii) Holders of MuniPreferred, 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 MuniPreferred.

B. FOR MUNICIPAL VALUE AND MUNICIPAL INCOME: The Boards of Municipal Value and
Municipal Income have designated Board Members Brown and Schwertfeger as
Class I and Class III Board Members, respectively, 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 Boards
of Municipal Value and Municipal Income have designated Board Member Hunter
as a Class II and Class I Board Member, respectively, 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 Boards of Municipal Value and Municipal Income
have designated Board Members Bremner, Evans, Schneider and Stockdale as
continuing Class III and Class II Board Members, respectively, for terms that
expire in 2006.

C. FOR SELECT PORTFOLIO, SELECT PORTFOLIO 2, SELECT PORTFOLIO 3, CALIFORNIA
PORTFOLIO, NEW YORK PORTFOLIO AND SELECT MATURITIES: Board Members Bremner,
Brown, Evans, Hunter, Schneider, Stockdale and Schwertfeger are nominees for
election by all shareholders.

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

Under each Fund's retirement policy for Independent Board Members, which
provides that Independent Board Members will retire at the earlier of age 72 or
after board service of 15 years, current trustees Thomas E. Leafstrand and
Sheila W. Wellington will be retiring on June 30, 2004 and will therefore not
stand for re-election. In addition, current trustees Anne E. Impellizzeri,
William L. Kissick and Peter R. Sawers, who will not then have reached the age
or service period at which retirement would be called for under the retirement
policy, will also be retiring on June 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.

All of the Board Member nominees except Board Member Hunter were last elected to
the Board at the 2003 annual meeting of shareholders. Board Member Hunter was
appointed to each Board on May 16, 2004. 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.

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

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

BOARD NOMINEES

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NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
POSITION(S) TERM OF OFFICE AND OVERSEEN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) BY BOARD
AND BIRTH DATE FUND SERVED** DURING PAST 5 YEARS MEMBER
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Nominees who are not interested
persons of the Fund
--------------------------------
Robert P. Bremner Board Term: Annual Length Private Investor and Management 144
333 West Wacker Drive Member of Service: Since Consultant.
Chicago, IL 60606 1996
(8/22/40)
Lawrence H. Brown Board Term: Annual Length Retired (1989) as Senior Vice 144
333 West Wacker Drive Member of Service: Since President of The Northern Trust
Chicago, IL 60606 1993 Company; Director, 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 Hall-Perrine 144
333 West Wacker Drive Member of Service: Since Foundation (a private philanthropic
Chicago, IL 60606 1999 corporation); Director, Alliant
(10/22/48) Energy; Director and Vice Chairman
United Fire & Casualty Company;
formerly, Director, Federal Reserve
Bank of Chicago; previously,
President and Chief Operating
Officer, SCI Financial Group, Inc. (a
regional financial services firm).
William C. Hunter Board Since 1999 Term: Dean and Distinguished Professor of 144
333 West Wacker Drive Member Annual Length of Finance, School of Business at the
Chicago, IL 60606 Service: Since 2004 University of Connecticut; previously
(3/6/48) 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 Chief Operating 144
333 West Wacker Drive Member of Service: Since Officer, Miller-Valentine Group, Vice
Chicago, IL 60606 1996 President, Miller- Valentine Realty,
(9/24/44) a construction company; Chair, Miami
Valley Hospital; 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, Gaylord and 144
333 West Wacker Drive Member of Service: Since Dorothy Donnelley Foundation (since
Chicago, IL 60606 1997 1994); prior thereto, Executive
(12/29/47) Director, Great Lakes Protection Fund
(1990-1994).

Nominee who is an interested
person of the Fund
-----------------------------------------------------------------------------------------------------------------------------
*Timothy R. Schwertfeger Chairman of Term: Annual Length Chairman and Director (since 1996) of 144
333 West Wacker Drive the Board of Service: Since Nuveen Investments, Inc. and Nuveen
Chicago, IL 60606 and Board 1996 Investments, LLC; Director (since
(3/28/49) Member 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).

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

OTHER
DIRECTORSHIPS
HELD BY
NAME, ADDRESS BOARD
AND BIRTH DATE MEMBER
-------------------------------- -------------

Nominees who are not interested
persons of the Fund
--------------------------------
Robert P. Bremner N/A
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
Lawrence H. Brown See Principal
333 West Wacker Drive Occupation
Chicago, IL 60606 Description
(7/29/34)
Jack B. Evans See Principal
333 West Wacker Drive Occupation
Chicago, IL 60606 Description
(10/22/48)
William C. Hunter See Principal
333 West Wacker Drive Occupation
Chicago, IL 60606 Description
(3/6/48)
William J. Schneider N/A
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)
Judith M. Stockdale N/A
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)
Nominee who is an interested
person of the Fund
--------------------------------
*Timothy R. Schwertfeger See Principal
333 West Wacker Drive Occupation
Chicago, IL 60606 Description
(3/28/49)

--------------------------------------------------------------------------------
* "Interested person" as defined in the Investment Company Act of 1940 ("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 2004 and May 2004 for the
Boards of the Minnesota Corporations and Massachusetts Business Trusts
respectively.
6

BENEFICIAL OWNERSHIP

The following table lists the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen Funds overseen
by the Board Member nominee as of December 31, 2003.

DOLLAR RANGE OF EQUITY SECURITIES
------------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET
BOARD MEMBER NOMINEES VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY
------------------------------------------------------------------------------------------------

Robert P. Bremner 0 0 0 0 0 0
Lawrence H. Brown $0- 0 $10,001- 0 0 0
$10,000 $50,000
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 Over Over Over Over
$100,000 $100,000 $100,000 $100,000 $100,000
Judith M. Stockdale 0 0 0 0 0 $0-
$10,000

DOLLAR RANGE OF EQUITY SECURITIES
----------------------- ------------------------------------------

INVESTMENT INSURED SELECT QUALITY
BOARD MEMBER NOMINEES QUALITY QUALITY QUALITY INCOME
----------------------- ------------------------------------------

Robert P. Bremner 0 0 0 0
Lawrence H. Brown 0 0 0 $10,001-
$50,000
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 $50,001- Over
$100,000 $100,000
Judith M. Stockdale 0 0 0 0

DOLLAR RANGE OF EQUITY SECURITIES
------------------------------------------------------------------------------------------------------
INSURED INSURED
BOARD MEMBER MUNICIPAL PREMIER PREMIER PREMIUM PREMIUM PREMIUM DIVIDEND
NOMINEES OPPORTUNITY MUNICIPAL INSURED INCOME 2 INCOME 4 INCOME 2 ADVANTAGE
------------------------------------------------------------------------------------------------------

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

DOLLAR RANGE OF EQUITY SECURITIES
---------------------- -------------------------------------
INSURED
BOARD MEMBER DIVIDEND DIVIDEND DIVIDEND
NOMINEES ADVANTAGE 2 ADVANTAGE 3 ADVANTAGE
---------------------- -------------------------------------

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 Over 0 0
$100,000
Judith M. Stockdale 0 0 0
----------------------

DOLLAR RANGE OF EQUITY SECURITIES
--------------------------------------------------------------------------------------------------------------

INSURED MUNICIPAL
BOARD MEMBER TAX-FREE HIGH SELECT SELECT SELECT SELECT CALIFORNIA
NOMINEES ADVANTAGE INCOME MATURITIES PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO
--------------------------------------------------------------------------------------------------------------

Robert P. Bremner 0 $10,001- 0 0 0 0 0
$50,000
Lawrence H. Brown 0 0 $10,001- 0 0 0 0
$50,0000
Jack B. Evans 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0 0
--------------------------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES
--------------------- -------------------------------------
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
NEW BOARD MEMBER NOMINEES
BOARD MEMBER YORK IN FAMILY OF INVESTMENT
NOMINEES PORTFOLIO COMPANIES(1)
--------------------- -------------------------------------

Robert P. Bremner 0 Over $100,000)
(19,497 shares
Lawrence H. Brown 0 Over $100,000)
(19,787 shares
Jack B. Evans 0 Over $100,000)
(15,503 shares
William C. Hunter 0 0
William J. Schneider 0 Over $100,000)
(60,647 shares
Timothy R.
Schwertfeger 0 Over $100,000)
(550,472 shares
Judith M. Stockdale 0 Over $100,000)
(6,038 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.

The following table sets forth, for each trustee/director and for the
trustees/directors and officers as a group, the amount of shares beneficially
owned in each Fund as of December 31, 2003. The information as to beneficial
ownership is based on statements furnished by each trustee/director and officer.

FUND SHARES OWNED BY TRUSTEES/DIRECTORS AND OFFICERS(1)
--------------------------------------------------------------------------

MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE
BOARD MEMBER NOMINEES VALUE INCOME INCOME PLUS
--------------------------------------------------------------------------

William E. Bennett(2) 0 0 0 0
Robert P. Bremner 0 0 0 0
Lawrence H. Brown 1,000 0 1,000 0
Jack B. Evans 0 0 0 0
William C. Hunter 0 0 0 0
Anne E. Impellizzeri(3) 0 0 0 0
William L. Kissick(3) 0 0 0 0
Thomas E. Leafstrand(3) 2,500 0 0 1,500
Peter R. Sawers(3) 0 2,902 0 0
William J. Schneider 0 0 0 0
Timothy R. Schwertfeger 24,078 0 68,485 14,000
Judith M. Stockdale 0 0 0 0
Sheila W. Wellington(3) 1,500 0 2,000 0
ALL TRUSTEES/DIRECTORS AND
OFFICERS
AS A GROUP 32,985 2,902 76,745 20,300
--------------------------------------------------------------------------

FUND SHARES OWNED FUND SHARES OWNED BY TRUSTEES/DIRECTORS AND OFFICERS(1)
--------------------------- ------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MARKET INVESTMENT INSURED SELECT QUALITY
BOARD MEMBER NOMINEES ADVANTAGE OPPORTUNITY QUALITY QUALITY QUALITY INCOME
--------------------------- ------------------------------------------------------------------

William E. Bennett(2) 0 0 0 0 0 0
Robert P. Bremner 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 889
Jack B. Evans 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0
Anne E. Impellizzeri(3) 0 0 0 0 0 0
William L. Kissick(3) 0 0 0 0 0 0
Thomas E. Leafstrand(3) 0 0 0 0 0 0
Peter R. Sawers(3) 2,086 0 0 2,027 0 0
William J. Schneider 0 0 0 0 0 0
Timothy R. Schwertfeger 6,594 21,000 0 0 5,000 22,300
Judith M. Stockdale 0 682 0 0 0 0
Sheila W. Wellington(3) 0 1,000 0 0 0 0
ALL TRUSTEES/DIRECTORS AND
OFFICERS
AS A GROUP 11,430 22,682 4,437 8,138 7,230 23,189
---------------------------

(1) The numbers include share equivalents of certain Nuveen Funds in which the
trustee/director is deemed to be invested pursuant to the Deferred
Compensation Plan for Independent Trustees/Directors as more fully described
below.

(2) Resigned from each Fund's Board on April 30, 2004.

(3) Retiring from each Fund's Board on June 30, 2004 and not standing for
re-election.

FUND SHARES OWNED BY TRUSTEES/DIRECTORS AND OFFICERS(1)
------------------------------------------------------------------------------
INSURED
MUNICIPAL PREMIER PREMIER PREMIUM PREMIUM
BOARD MEMBER NOMINEES OPPORTUNITY MUNICIPAL INSURED INCOME 2 INCOME 4
------------------------------------------------------------------------------

William E. Bennett(2) 0 0 0 0 0
Robert P. Bremner 0 0 0 0 0
Lawrence H. Brown 824 0 0 0 0
Jack B. Evans 0 0 0 0 0
William C. Hunter 0 0 0 0 0
Anne E.
Impellizzeri(3) 1,000 0 0 0 0
William L. Kissick(3) 0 0 0 0 0
Thomas E.
Leafstrand(3) 0 0 0 0 0
Peter R. Sawers(3) 925 0 0 0 0
William J. Schneider 0 0 0 0 11,230
Timothy R.
Schwertfeger 5,000 0 0 25,000 0
Judith M. Stockdale 0 796 0 663 0
Sheila W.
Wellington(3) 0 0 1,900 0 0
ALL
TRUSTEES/DIRECTORS
AND OFFICERS AS A
GROUP 40,845 796 1,900 27,501 11,230
------------------------------------------------------------------------------

FUND SHARE FUND SHARES OWNED BY TRUSTEES/DIRECTORS AND OFFICERS(1)
--------------------- ------------------------------------------------------------
INSURED INSURED
PREMIUM DIVIDEND DIVIDEND DIVIDEND DIVIDEND
BOARD MEMBER NOMINEES INCOME 2 ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 ADVANTAGE
--------------------- ------------------------------------------------------------

William E. Bennett(2) 0 0 0 0 0
Robert P. Bremner 0 0 0 0 0
Lawrence H. Brown 0 1,000 0 0 0
Jack B. Evans 0 0 0 0 0
William C. Hunter 0 0 0 0 0
Anne E.
Impellizzeri(3) 0 0 0 0 0
William L. Kissick(3) 0 0 0 0 0
Thomas E.
Leafstrand(3) 0 1,500 0 0 0
Peter R. Sawers(3) 0 0 0 0 0
William J. Schneider 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 25,000 0 0
Judith M. Stockdale 0 712 0 0 0
Sheila W.
Wellington(3) 0 0 0 0 0
ALL
TRUSTEES/DIRECTORS
AND OFFICERS AS A
GROUP 0 4,212 30,000 0 0
---------------------

(2) Resigned from each Fund's Board on April 30, 2004.

(3) Retiring from each Fund's Board on June 30, 2004 and not standing for
re-election.

FUND SHARES OWNED BY TRUSTEES/DIRECTORS AND OFFICERS(1)
---------------------------------------------------------------------------------------------------------------------------------
INSURED MUNICIPAL
TAX-FREE HIGH SELECT SELECT SELECT SELECT CALIFORNIA NEW YORK
BOARD MEMBER NOMINEES ADVANTAGE INCOME MATURITIES PORTFOLIO PORTFOLIO 2 PORTFOLIO 3 PORTFOLIO PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------

William E. Bennett(2) 0 0 0 0 0 0 0 0
Robert P. Bremner 0 660 0 0 0 0 0 0
Lawrence H. Brown 0 0 1,116 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0 0
Anne E. Impellizzeri(3) 0 0 0 0 0 0 0 0
William L. Kissick(3) 0 0 0 1,500 1,000 1,000 0 0
Thomas E. Leafstrand(3) 0 0 0 3,975 1,800 302 0 0
Peter R. Sawers(3) 0 0 2,623 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0 0
Timothy R. Schwertfeger 0 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0 0 0
Sheila W. Wellington(3) 0 0 0 1,000 1,000 2,000 0 0
ALL TRUSTEES/DIRECTORS AND
OFFICERS AS A GROUP 0 660 3,739 6,475 3,800 3,302 0 0
---------------------------------------------------------------------------------------------------------------------------------

(2) Resigned from each Fund's Board on April 30, 2004.

(3) Retiring from each Fund's Board on June 30, 2004 and not standing for
re-election.

On December 31, 2003, Board Members and executive officers as a group
beneficially owned 993,608 common shares of all funds managed by Nuveen Advisory
Corp. ("NAC") and Nuveen Institutional Advisory Corp ("NIAC," together with NAC,
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 June 7, 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 June 7, 2004, no shareholder beneficially owned more
than 5% of any class of shares of any Fund.

Board Member Schwertfeger sold 310,000 shares of Class A Stock of Nuveen
Investments, Inc., the Adviser's parent company, on the New York Stock Exchange
between April 1, 2003 and March 31, 2004 (the fiscal year of Select Portfolio,
Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio
and Select Maturities). Board Member Schwertfeger received $7,282,923.71 in
exchange for his shares of Nuveen stock.

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 Chairpersons of
the Audit, Compliance, Risk Management and Regulatory Oversight, and Nominating
and Governance Committees 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, Board
Members Impellizzeri, Kissick and Sawers will retire on June 30, 2004. It is
contemplated that these three Board Members will each receive a payment at the
time of their retirement as partial compensation for the earnings they would
have received if they had continued as Independent Board Members until the time
specified in the current retirement policy. The Board Member affiliated with
Nuveen and the Advisers serves without any compensation from the Funds.

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

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)

--------------------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET
BOARD MEMBER NOMINEES VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY
--------------------------------------------------------------------------------------------------------

Robert P. Bremner 893 -- 682 650 476 492
Lawrence H. Brown 3,848 192 2,940 2,800 2,050 2,109
Jack B. Evans 910 40 695 662 485 501
William C. Hunter -- -- -- -- -- --
William J. Schneider 4,164 190 3,181 3,029 2,218 2,282
Judith M. Stockdale 3,688 168 2,814 2,679 1,957 2,014
--------------------------------------------------------------------------------------------------------

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

INVESTMENT INSURED SELECT QUALITY
BOARD MEMBER NOMINEES QUALITY QUALITY QUALITY INCOME
------------------------------------------------------------------------------

Robert P. Bremner 399 425 369 585
Lawrence H. Brown 1,724 1,832 1,592 2,508
Jack B. Evans 406 433 376 596
William C. Hunter -- -- -- --
William J. Schneider 1,865 1,982 1,722 2,713
Judith M. Stockdale 1,643 1,748 1,516 2,398
------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
INSURED INSURED
MUNICIPAL PREMIER PREMIER PREMIUM PREMIUM PREMIUM
BOARD MEMBER NOMINEES OPPORTUNITY MUNICIPAL INSURED INCOME 2 INCOME 4 INCOME 2
------------------------------------------------------------------------------------------------------

Robert P. Bremner 911 218 215 449 422 371
Lawrence H. Brown 3,907 954 939 1,939 1,831 1,602
Jack B. Evans 828 222 219 457 430 378
William C. Hunter -- -- -- -- -- --
William J. Schneider 4,227 1,032 1,016 2,098 1,982 1,733
Judith M. Stockdale 3,747 901 887 1,850 1,746 1,525
------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------
INSURED
DIVIDEND DIVIDEND DIVIDEND DIVIDEND
BOARD MEMBER NOMINEES ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 ADVANTAGE
---------------------------------------------------------------------------------

Robert P. Bremner 412 307 419 320
Lawrence H. Brown 1,774 1,331 1,807 1,392
Jack B. Evans 420 312 427 326
William C. Hunter -- -- -- --
William J. Schneider 1,919 1,440 1,903 1,465
Judith M. Stockdale 1,691 1,264 1,771 1,359
---------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)

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

INSURED MUNICIPAL
TAX-FREE HIGH SELECT SELECT SELECT
BOARD MEMBER NOMINEES ADVANTAGE INCOME MATURITIES PORTFOLIO PORTFOLIO 2
-------------------------------------------------------------------------------------------

Robert P. Bremner -- -- -- 792 830
Lawrence H. Brown 685 -- 273 245 257
Jack B. Evans 193 -- 113 1,085 1,138
William C. Hunter -- -- -- -- --
William J. Schneider 631 -- 272 260 273
Judith M. Stockdale 599 -- 259 241 253
-------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
TOTAL
COMPENSATION
FROM NUVEEN
FUNDS PAID TO
SELECT CALIFORNIA NEW YORK BOARD
BOARD MEMBER NOMINEES PORTFOLIO 3 PORTFOLIO PORTFOLIO MEMBERS
------------------------------------------------------------------------------------

Robert P. Bremner 603 297 185 99,200
Lawrence H. Brown 187 92 57 100,750
Jack B. Evans 827 407 253 70,583
William C. Hunter -- -- -- --
William J. Schneider 199 97 61 98,750
Judith M. Stockdale 184 90 56 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
------------------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET
BOARD MEMBER NOMINEES VALUE INCOME PLUS ADVANTAGE OPPORTUNITY
------------------------------------------------------------------------------------------------------

Robert P. Bremner 893 682 650 476 492
Jack B. Evans 231 176 168 123 127
William C. Hunter -- -- -- -- --
William J. Schneider 4,164 3,181 3,029 2,218 2,282
Judith M. Stockdale 892 681 648 474 487
------------------------------------------------------------------------------------------------------

DEFERRED FEES
------------------------------------------------------------------------------

INVESTMENT INSURED SELECT QUALITY
BOARD MEMBER NOMINEES QUALITY QUALITY QUALITY INCOME
------------------------------------------------------------------------------

Robert P. Bremner 399 425 369 585
Jack B. Evans 103 110 95 151
William C. Hunter -- -- -- --
William J. Schneider 1,865 1,982 1,722 2,713
Judith M. Stockdale 398 423 367 580
------------------------------------------------------------------------------

DEFERRED FEES
------------------------------------------------------------------------------------------------------
INSURED INSURED
MUNICIPAL PREMIER PREMIER PREMIUM PREMIUM PREMIUM
BOARD MEMBER NOMINEES OPPORTUNITY MUNICIPAL INSURED INCOME 2 INCOME 4 INCOME 2
------------------------------------------------------------------------------------------------------

Robert P. Bremner 911 218 215 449 422 371
Jack B. Evans 235 56 56 116 109 96
William C. Hunter -- -- -- -- -- --
William J. Schneider 4,227 1,032 1,016 2,098 1,982 1,733
Judith M. Stockdale 907 218 215 448 422 369
------------------------------------------------------------------------------------------------------

DEFERRED FEES
---------------------------------------------------------------------------------
INSURED
DIVIDEND DIVIDEND DIVIDEND DIVIDEND
BOARD MEMBER NOMINEES ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 ADVANTAGE
---------------------------------------------------------------------------------

Robert P. Bremner 412 307 419 320
Jack B. Evans 106 79 108 83
William C. Hunter -- -- -- --
William J. Schneider 1,919 1,440 1,472 1,133
Judith M. Stockdale 409 306 357 274
---------------------------------------------------------------------------------

DEFERRED FEES
--------------------------------------------------------------------------------------------------------------------
INSURED
TAX-FREE SELECT SELECT SELECT
BOARD MEMBER NOMINEES ADVANTAGE PORTFOLIO PORTFOLIO 2 PORTFOLIO 3
--------------------------------------------------------------------------------------------------------------------

Robert P. Bremner -- 792 830 603
Jack B. Evans -- 300 315 229
William C. Hunter -- -- -- --
William J. Schneider -- 260 273 199
Judith M. Stockdale -- 63 66 48
--------------------------------------------------------------------------------------------------------------------

DEFERRED FEES
------------------------------------------------------------------------------

CALIFORNIA NEW YORK
BOARD MEMBER NOMINEES PORTFOLIO PORTFOLIO
------------------------------------------------------------------------------

Robert P. Bremner 297 185
Jack B. Evans 112 70
William C. Hunter -- --
William J. Schneider 97 61
Judith M. Stockdale 24 15
------------------------------------------------------------------------------

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 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 currently
serve as members of the executive committee of the Board. 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 held two meetings for Insured
Tax-Free Advantage during its last fiscal year.

Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger are current members
of the dividend committee. The dividend committee is authorized to declare
distributions on the Funds' shares including, but not limited to, regular and
special dividends, capital gains and ordinary income distributions. The dividend
committee of each Fund held six meetings during the its last fiscal year, except
the dividend committee of Select Portfolio, Select Portfolio 2, Select Portfolio
3, California Portfolio, New York Portfolio and Select Maturities held five
meetings during the last fiscal year.

Lawrence H. Brown, William C. Hunter, William J. Schneider and Judith M.
Stockdale are current members of the compliance, risk management and regulatory
oversight committee for the Board. 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
one meeting 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 New York Stock Exchange's listing standards pertaining to
closed-end funds. 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 recently adopted a revised Audit
Committee Charter that conforms to the new listing standards of the New York
Stock Exchange. A copy of the Audit Committee Charter is attached to the proxy
statement as Appendix A. The audit committee of each Fund held four meetings
during its last fiscal year, except Municipal High Income held no audit
committee meetings.

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. 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 Municipal High Income held no
nominating and governance committee meetings.

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

The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as a
non-"interested person" candidate, independence from the management company 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 Board Member.

The Board of each Fund held four regular quarterly meetings and three special
meetings during the last fiscal year, except Select Portfolio, Select Portfolio
2, Select Portfolio 3, California Portfolio, New York Portfolio and Select
Maturities held five special meetings during its 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 who attended the 2003 Annual Meeting of
Shareholders of each Fund is posted on the Funds' website at www.nuveen.com/mf
and www.nuveen.com/etf.

THE OFFICERS

The following table sets forth information as of May 31, 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.

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

Gifford R. Zimmerman Chief Term: Annual Managing Director (since 2002), 144
333 West Wacker Drive Administrative Length of Service: Assistant Secretary and
Chicago, IL 60606 Officer Since 1988 Associate General Counsel,
(9/9/56) 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) and
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 2002), 144
333 West Wacker Drive Assistant Secretary Length of Service: formerly Assistant Vice
Chicago, IL 606 Since 2002 President (from 2000),
(2/3/66) previously, Associate of Nuveen
Investments, LLC.

Paul L. Brennan Vice President Term: Annual Vice President (since 2002), 128
333 West Wacker Drive Length of Service: formerly Assistant Vice
Chicago, IL 60606 Since 1997 President (since 1997) of
(11/10/66) Nuveen Advisory Corp.;
Chartered Financial Analyst and
Certified Public Accountant.

Peter H. D'Arrigo Vice President and Term: Annual Vice President of Nuveen 144
333 West Wacker Drive Treasurer Length of Service: Investments, LLC (since 1999);
Chicago, IL 60606 Since 1999 prior thereto, Assistant Vice
(11/28/67) 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.

Susan M. DeSanto Vice President Term: Annual Vice President of Nuveen 144
333 West Wacker Drive Length of Service: Advisory Corp. (since 2001);
Chicago, IL 60606 Since 2001 previously, Vice President of
(9/8/54) Van Kampen Investment Advisory
Corp. (from 1998).

Jessica R. Droeger Vice President and Term: Annual Vice President (since 2002) and 144
333 West Wacker Drive Secretary Length of Service: Assistant General Counsel
Chicago, IL 60606 Since 1998 (since 1998), formerly
(9/24/64) 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 2004), 144
333 West Wacker Drive Length of Service: formerly, Vice President (since
Chicago, IL 60606 Since 1998 1998) of Nuveen Investments,
(10/24/45) LLC; Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.

William M. Fitzgerald Vice President Term: Annual Managing Director (since 2001), 144
333 West Wacker Drive Length of Service: formerly Vice President (since
Chicago, IL 60606 Since 1995 1995) of Nuveen Advisory Corp.
(3/2/64) 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) and 144
333 West Wacker Drive Controller Length of Service: Funds Controller (since 1998)
Chicago, IL 60606 Since 1993 of Nuveen Investment, LLC; Vice
(5/31/54) President and Funds Controller
(since 1998) of Nuveen
Investments, Inc.; Certified
Public Accountant.

J. Thomas Futrell Vice President Vice Term: Annual Vice President of Nuveen 128 128
333 West Wacker Drive President Length of Service: Advisory Corp.; Chartered
Chicago, IL 60606 Since 1992 Term: Financial Analyst. Vice
(7/5/55) Annual Length of President of Nuveen Advisory
Service: Since Corp.
1990

Steven J. Krupa Vice President Term: Annual Vice President of Nuveen 128
333 West Wacker Drive Length of Service: Advisory Corp.
Chicago, IL 60606 Since 1990
(8/21/57)

David J. Lamb Vice President Term: Annual Vice President of Nuveen 144
333 West Wacker Drive Length of Service: Investments, LLC (since 2000);
Chicago, IL 60606 Since 2000 prior thereto, Assistant Vice
(3/22/63) President (from 1999); formerly
Associate of Nuveen
Investments, LLC; Certified
Public Accountant.

Tina M. Lazar Vice President Term: Annual Vice President of Nuveen 144
333 West Wacker Drive Length of Service: Investments, LLC (since 1999);
Chicago, IL 60606 Since 2002 prior thereto, Assistant Vice
(8/27/61) President (since 1993) of
Nuveen Investments, LLC.

Larry W. Martin Vice President and Term: Annual Vice President, Assistant 144
333 West Wacker Drive Assistant Secretary Length of Service: Secretary and Assistant General
Chicago, IL 60606 Since 1988 Counsel of Nuveen Investments,
(7/27/51) 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).

John V. Miller Vice President Term: Annual Vice President (since 2003), 128
333 West Wacker Drive Length of Service previously, credit analyst
Chicago, IL 60606 Since 2003 (1996) of Nuveen Advisory
(4/10/67) Corp.); Chartered Financial
Analyst.

Edward F. Neild, IV Vice President Term: Annual Managing Director (since 2002), 144
333 West Wacker Drive Length of Service: formerly, Vice President (from
Chicago, IL 60606 Since 1996 1996) of Nuveen Institutional
(7/7/65) Advisory Corp. and Nuveen
Advisory Corp.; Managing
Director of Nuveen Asset
Management, Inc. (since 1999);
Chartered Financial Analyst.

Daniel S. Solender Vice President Term: Annual Vice President (since 2003), of 128
333 West Wacker Drive Length of Service Nuveen Advisory Corp.;
Chicago, IL 60606 Since 2003 previously, Principal and
(10/27/65) portfolio manager with the
Vanguard Group (1999-2003);
prior thereto, Assistant Vice
President of Nuveen Advisory
Corp.; Chartered Financial
Analyst.

Thomas C. Spalding Vice President Term: Annual Vice President of Nuveen 128
333 West Wacker Drive Length of Service Advisory Corp. and Nuveen
Chicago, IL 60606 Since 1982 Institutional Advisory Corp.;
(7/31/51) Chartered Financial Analyst.
-----------------------------------------------------------------------------------------------------------------------

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

AUDIT COMMITTEE REPORT

The audit committee of the Board is responsible for assisting the Board in
monitoring (1) the accounting and reporting policies and procedures of each
Fund, (2) the quality and integrity of the Funds' financial statements, (3) each
Fund's compliance with regulatory requirements, and (4) the independence and
performance of each Fund's independent and internal auditors. Among other
responsibilities, the committee reviews, in its oversight capacity, each Fund's
annual financial statements with both management and the independent auditors
and the committee meets periodically with the independent and internal auditors
to consider their evaluation of each Fund's financial and internal controls. The
committee also selects, retains, evaluates and may replace each Fund's
independent auditors and determines their compensation, subject to ratification
of the Board, if required. The committee is currently composed of three 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 Independent
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
Jack B. Evans
William J. Schneider

AUDIT AND RELATED FEES. The chart below provides the aggregate fees billed by
Ernst & Young LLP for the fiscal year ended October 31, 2003 or March 31, 2004,
as applicable, for each Fund: (i) for audit and non-audit services provided to
each Fund; and (ii) for engagements for non-audit services pre-approved by the
audit committee for the Advisers and certain entities controlling, controlled
by, or under common control with the Advisers that provide ongoing services to
each Fund ("Adviser Entities"), which engagements relate directly to the
operations and financial reporting of each Fund.

----------------------------------------------------------------------------------------------------------
AUDIT AUDIT ALL
FEES(1) RELATED FEES(2) TAX FEES(3) OTHER FEES(4)
------- --------------- --------------- ----------------
ADVISER ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES FUND ENTITIES
----------------------------------------------------------------------------------------------------------

Municipal Value........................... 41,700 -- -- 731 -- -- --
Municipal Income.......................... 6,658 -- -- 367 -- -- --
Premium Income............................ 32,929 -- -- 641 -- 2,350 --
Performance Plus.......................... 31,515 -- -- 627 -- 2,350 --
Municipal Advantage....................... 24,384 -- -- 552 -- -- --
Municipal Market Opportunity.............. 24,892 -- -- 559 -- 2,350 --
Investment Quality........................ 21,373 -- -- 520 -- 2,350 --
Insured Quality........................... 22,355 -- -- 532 -- 2,350 --
Select Quality............................ 19,990 -- -- 507 -- 2,350 --

Quality Income. 28,706 -- -- 599 -- 2,350 --

Insured Municipal Opportunity............. 42,082 -- -- 739 -- 2,350 --
Premier Municipal......................... 13,984 -- -- 443 -- 2,350 --
Premier Insured........................... 13,809 -- -- 442 -- 2,350 --
Premium Income 2.......................... 23,415 -- -- 541 -- 2,350 --
Premium Income 4.......................... 22,421 -- -- 530 -- 2,350 --
Insured Premium Income 2.................. 20,167 -- -- 508 -- 2,350 --
Dividend Advantage........................ 21,733 -- -- 525 -- 2,350 --
Dividend Advantage 2...................... 17,534 -- -- 481 -- 2,350 --
Dividend Advantage 3...................... 22,116 -- -- 528 -- 2,350 --
Insured Dividend Advantage................ 18,130 -- -- 487 -- 1,800 --
Insured Tax-Free Advantage................ 12,600 -- -- 66 -- 1,500 --
Municipal High Income..................... N/A -- -- -- -- -- --
Select Maturities......................... 8,210 -- -- 385 -- -- --
Select Portfolio.......................... 10,739 -- -- 364 -- -- --
Select Portfolio 2........................ 11,020 -- -- 364 -- -- --
Select Portfolio 3........................ 9,485 -- -- 364 -- -- --
California Portfolio...................... 7,419 -- -- 364 -- -- --
New York Portfolio........................ 6,652 -- -- 364 -- -- --
---------------------------------------------------------------------------------------------------------

(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."

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve (i) all non-audit services to be performed for each Fund
by its independent accountants and (ii) all audit and non-audit services to be
performed by each Fund's independent accountants for the Adviser Entities with
respect to operations and financial reporting of each Fund. Regarding tax and
research projects conducted by the independent accountants for each Fund and
Adviser Entities (with respect to operations and financial reports 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.

ALL NON-AUDIT FEES. The aggregate non-audit fees billed by Ernst & Young LLP for
services rendered to each Fund and to the Adviser Entities for the fiscal year
ended October 31, 2003 or March 31, 2004, as applicable for each Fund, was

---------------------------------------------------------------------------------------
FUND AGGREGATE NON-AUDIT FEES
---------------------------------------------------------------------------------------

Municipal Value............................................. 731
Municipal Income............................................ 367
Premium Income.............................................. 2,991
Performance Plus............................................ 2,977
Municipal Advantage......................................... 552
Municipal Market Opportunity................................ 2,909
Investment Quality.......................................... 2,870
Insured Quality............................................. 2,882
Select Quality.............................................. 2,857
Quality Income.............................................. 2,949
Insured Municipal Opportunity............................... 3,089
Premier Municipal........................................... 2,793
Premier Insured............................................. 2,792
Premium Income 2............................................ 2,891
Premium Income 4............................................ 2,880
Insured Premium Income 2.................................... 2,858
Dividend Advantage.......................................... 2,875
Dividend Advantage 2........................................ 2,831
Dividend Advantage 3........................................ 2,878
Insured Dividend Advantage.................................. 2,287
Insured Tax-Free Advantage.................................. 1,566
Municipal High Income....................................... --
Select Maturities........................................... 385
Select Portfolio............................................ 364
Select Portfolio 2.......................................... 364
Select Portfolio 3.......................................... 364
California Portfolio........................................ 364
New York Portfolio.......................................... 364
---------------------------------------------------------------------------------------

The audit committee has generally considered whether the provision of non-audit
services rendered by Ernst & Young LLP to the 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 public accountants, 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 meeting 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. 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 Select Portfolio, Select
Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio.
NIAC, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as
investment adviser and manager for Select Portfolio, Select Portfolio 2, Select
Portfolio 3, California Portfolio and New York Portfolio. 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 approximately $100.9 billion of assets under management as of
March 31, 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 March 2, 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 May 16, 2005. Timely
submission of a proposal does not mean that such proposal will be included in a
proxy statement.

SHAREHOLDER COMMUNICATIONS

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

EXPENSES OF PROXY SOLICITATION

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

FISCAL YEAR

The last fiscal year end for each Fund (except Select Portfolio, Select
Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and
Select Maturities) was October 31, 2003. The last fiscal year end for Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New
York Portfolio and Select Maturities was March 31, 2004.

ANNUAL REPORT DELIVERY

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

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

GENERAL

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

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

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

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

Jessica R. Droeger

Vice President and Secretary

June 30, 2004

APPENDIX A

NUVEEN MANAGEMENT INVESTMENT COMPANIES

AUDIT COMMITTEES CHARTER

Revised February, 2004

ORGANIZATION AND MEMBERSHIP

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

STATEMENT OF POLICY, PURPOSE AND PROCESSES

The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds, (2) the quality and integrity of the
financial statements of the Funds, (3) the Funds' compliance with legal and
regulatory requirements, and (4) the independent auditors' qualifications,
performance and independence. In doing so, the Audit Committee shall seek to
maintain free and open means of communication among the Directors/Trustees, the
independent auditors, the internal auditors and the management of the Funds. The
Audit Committee shall meet periodically with Fund management, the Funds'
internal auditor, and the Funds' independent auditors, in separate executive
sessions. The Audit Committee shall prepare reports of the Audit Committee as
required by the Commission to be included in the Fund's annual proxy statements
or otherwise.

The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit Committee for compensation to independent
auditors engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for a Fund, compensation to
advisers employed by the Audit Committee, and ordinary administrative expenses
of the Audit Committee that are necessary or appropriate in carrying out its
duties, as 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.

A-1

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
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

A-2

national office regarding auditing or accounting issues presented by
the engagement, any significant changes required from the originally
planned audit programs and any adjustments to the financial
statements recommended by the auditors.

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

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

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

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

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

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

With respect to any internal auditor:

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

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

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

A-3

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.

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-4

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 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.

B-1

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.

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-2

(NUVEEN INVESTMENTS LOGO)

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

(800) 257-8787

www.nuveen.com NUV804

(NUVEEN INVESTMENTS LOGO)

NUVEEN INVESTMENTS o 333 WEST WACKER DR. o CHICAGO IL 60606
www.nuveen.com

------------------
999 999 999 999 99 <--
------------------

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 9122, Hingham, MA 02043.

FUND NAME PRINTS HERE THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
COMMON SHARES FOR AN ANNUAL MEETING OF SHAREHOLDERS, AUGUST 3, 2004

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

\/ \/ Aug - Com - MA - MM

LABEL BELOW FOR MIS USE ONLY!
PO# C-9273
NUVEEN #585
NUVEEN ETF AUGUST MEETING - COMMOM MA
ORIGINAL 2-UP LRG 5-28-04 KD
MATT (NUVEEN ETF-AUGUST MEETING COMMON MA-MM)
REVIEW #1 6-15-04 JA
O.A. 6-22-04 KD

MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____

OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to
print this form in its current state.

--------------------------------------------------------------------------------
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE

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

[ ] [ ]

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

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

PLEASE SIGN ON REVERSE SIDE

August - Common - MM

\/ \/

LABEL BELOW FOR MIS USE ONLY!
PO# C-9273
NUVEEN #585
NUVEEN ETF AUGUST MEETING - COMMOM MA
ORIGINAL 2-UP LRG 5-28-04 KD
MATT (NUVEEN ETF-AUGUST MEETING COMMON MA-MM)
REVISION #1 6/22/04 TD

MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____

OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to
print this form in its current state.

--------------------------------------------------------------------------------
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE

[NUVEEN INVESTMENTS LOGO] 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 9122, Hingham, MA 02043.

FUND NAME PRINTS HERE THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
MUNIPREFERRED SHARES FOR AN ANNUAL MEETING OF SHAREHOLDERS, AUGUST 3, 2004

The Annual Meeting of shareholders will be held Tuesday, August 3, 2004 at 10:30
a.m. Central Time, in the Sixth Floor auditorium of The Northern Trust Company,
50 South LaSalle Street, Chicago, Illinois. 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 August 3, 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 AT (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 BOX(ES) 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.

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

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

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

PLEASE SIGN ON REVERSE SIDE

\/ \/