Municipal Value, Municipal Income, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2), 331/3% of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

For each Fund, the affirmative vote of a plurality of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board Members of that Fund. For purposes of determining the approval of the ~~new investment management agreement and ratification of the selection of independent auditors,~~proposal to elect nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the adoption of the new fundamental investment policies for Municipal Value, Municipal Income, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio, a change will only be ~~treated~~consummated if approved by the affirmative vote of the holders of a majority of the outstanding shares of a Fund. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the adoption of the new fundamental investment policies for Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premium Income 2, Premium Income 4, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3 and Municipal High Income, a change will only be consummated if approved by the affirmative vote of the holders of a majority of the outstanding shares of a Fund’s Common Shares and Preferred Shares, voting together as a single class, and of the Preferred Shares, voting as a separate class. For this purpose, a majority of the outstanding shares means, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (a) 67% or more of class/classes shares present at the Annual Meeting, if the holders of more than 50% of the outstanding voting securities of the class/classes are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of class/classes, whichever is less. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies, abstentions and broker non-votes will have the same effect as shares voted against the proposal. ~~The details of the proposals to be voted on by the shareholders of each Fund and the vote required for approval of the proposals are set forth under the description of the proposals below.~~

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

of a series of Preferred Shares outstanding has been voted by the holders of such shares against such item. For the purpose of meeting the 30% test, abstentions will be treated as shares “voted” and, for the purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item.

Those persons who were shareholders of record at the close of business on ~~August 1, 2007,~~June 2, 2008 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share ~~held (the “Record Date”).~~held. As of ~~the Record Date,~~June 2, 2008, the shares of the Funds were issued and outstanding as follows:

Fund Ticker Symbol* Common Shares Preferred Shares

California Dividend Advantage NAC 23,480,254 Series TH 3,500
Series F 3,500

California Dividend Advantage 2 NVX 14,797,422 Series M 2,200
Series F 2,200

California Dividend Advantage 3 NZH 24,132,334 Series M 3,740
Series TH 3,740
Series F 2,200

California Premium Income NCU 5,775,188 Series M 1,720

Insured California Dividend NKL 15,286,005 Series T 2,360
Advantage Series F 2,360
Series TH 1,900

Insured California Tax-Free Advantage NKX 5,885,441 Series TH 1,800

Insured Premium Income 2 NPX 37,353,512 Series M 2,080
Series T 2,200
Series W 2,080
Series TH 2,200
Series F 2,196

Dividend Advantage NAD 39,287,298 Series M 4,000
Series T 4,000
Series TH 3,800



Fund	Ticker Symbol*	Common Shares		Preferred Shares

Municipal Value	NUV		195,312,966	N/A


Municipal Income	NMI		8,125,815	N/A


Premium Income	NPI		63,785,430	Series M	3,800
				Series M2	2,000
				Series T	3,800
				Series W	3,800
				Series TH	3,800
				Series F	3,800


Performance Plus	NPP		59,914,073	Series M	4,000
				Series T	4,000
				Series W	4,000
				Series TH	3,160
				Series F	4,000


Municipal Advantage	NMA		43,214,524	Series M	3,000
				Series T	3,000
				Series W	3,000
				Series TH	2,320
				Series F	3,000


Municipal Market Opportunity	NMO		45,557,788	Series M	4,000
				Series T	4,000
				Series W	3,200
				Series F	4,000


Investment Quality	NQM		35,820,767	Series M	2,500
				Series T	2,500
				Series W	2,500
				Series TH	2,040
				Series F	2,500


Select Quality	NQS		34,015,420	Series M	2,000
				Series T	2,000
				Series W	2,800
				Series TH	1,560
				Series F	2,800


Quality Income	NQU		54,219,374	Series M	3,000
				Series T	3,000
				Series W	3,000
				Series W2	2,080
				Series TH	4,000
				Series F	3,000

Fund Ticker Symbol* Common Shares Preferred Shares

Dividend Advantage 2 NXZ 29,392,010 Series M 3,000
Series T 3,000
Series F 2,880

Dividend Advantage 3 NZF 40,378,174 Series W 4,160
Series TH 4,160
Series F 4,160

Insured Dividend Advantage NVG 29,813,300 Series M 3,160
Series T 3,080
Series TH 3,080

Insured Tax-Free Advantage NEA 18,521,322 Series T 2,880
Series W 2,880

Municipal High Income NMZ 23,331,865 Series M 3,000
Series T 1,600
Series W 1,600

Select Maturities NIM 12,396,406 N/A

Select Portfolio NXP 16,394,661 N/A

Select Portfolio 2 NXQ 17,607,068 N/A

Select Portfolio 3 NXR 12,964,124 N/A

California Portfolio NXC 6,258,496 N/A

New York Portfolio NXN 3,908,223 N/A

New York Dividend Advantage NAN 9,265,330 Series F 2,760

New York Dividend Advantage 2 NXK 6,495,716 Series W 1,880

Insured New York Dividend Advantage NKO 7,964,131 Series TH 2,440

Insured New York Tax-Free Advantage NRK 3,513,360 Series TH 1,080

Fund

Ticker Symbol*

Common Shares

Preferred Shares

Premier Municipal

NPF

19,904,218

Series M

1,000

Series T

2,800

Series TH

2,800

Premium Income 2

NPM

40,796,161

Series M

2,000

Series T

3,000

Series W

2,000

Series TH

3,000

Series F

2,000

Series F2

1,880

Premium Income 4

NPT

43,236,703

Series M

2,200

Series T

2,000

Series T2

1,328

Series W

1,680

Series W2

520

Series TH

2,680

Series F

1,800

Series F2

1,328

Dividend Advantage

NAD

39,287,298

Series M

4,000

Series T

4,000

Series TH

3,800

Dividend Advantage 2

NXZ

29,411,412

Series M

3,000

Series T

3,000

Series F

2,880

Dividend Advantage 3

NZF

40,378,174

Series W

4,160

Series TH

4,160

Series F

4,160

Municipal High Income

NMZ

23,863,607

Series M

3,000

Series T

1,600

Series W

1,600

Municipal High Income 2

NMD

15,808,473

N/A

Select Maturities

NIM

12,396,405

N/A

Select Portfolio

NXP

16,398,796

N/A

Select Portfolio 2

NXQ

17,610,026

N/A

Select Portfolio 3

NXR

12,966,228

N/A

California Portfolio

NXC

6,261,479

N/A

New York Portfolio

NXN

3,909,846

N/A


*	The ~~common shares~~Common Shares of all of the Funds are listed on the New York Stock Exchange, except ~~NVX, NZH, NCU, NKL, NKX,~~ NXZ, NZF, ~~NVG, NEA,~~and NMZ, ~~NKO, NXK and NRK,~~ which are listed on the American Stock Exchange.


1.	Election of Board Members

Minnesota Corporations

At the Annual Meeting of each Minnesota Corporation, Board Members are to be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified. Under the terms of each Minnesota Corporation’s organizational documents (except Municipal Value and Municipal Income), under normal circumstances, holders of Preferred

Shares are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Pursuant to the organizational documents of Municipal Value and Municipal Income, each Board is divided into three classes, with each class being elected to serve until the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. For Municipal Income and Municipal Value, four (4) Board Members are nominated to be elected at this Annual Meeting.


	a.	For each Minnesota Corporation, except Municipal Value and Municipal Income:


	(i)	seven (7) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Member nominees Amboian and Toth and Board Members Bremner, Evans, Kundert, Stockdale and Stone are nominees for election by all shareholders.

	(ii)	two (2) Board Members are to be elected by holders of Preferred Shares, each series voting together as a single class. Board Members Hunter and Schneider are nominees for election by holders of Preferred Shares.


	b.	For Municipal Value and Municipal Income:The Board of Municipal Value has designated Board Member nominees Amboian and Toth and Board Member Kundert as Class II Board Members for a term expiring at the annual meeting of shareholders in 2011 and has re-designated Board Member Hunter as a Class I Board Member and as a nominee for Board Member for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified. The remaining Board Members Bremner, Evans, Schneider, Stockdale and Stone are current and continuing Board Members. The Board of Municipal Value has designated Stockdale and Stone as continuing Class I Board Members for a term expiring in 2010 and has designated Board Members Bremner, Evans and Schneider as Class III Board Members for a term expiring in 2009.

The Board of Municipal Income has designated Board Member nominees Amboian and Toth and Board Member Kundert as Class I Board Members for a term expiring at the annual meeting of shareholders in 2011 and has re-designated Board Member Hunter as a Class III Board Member and as a nominee for Board Member for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified. The remaining Board Members Bremner, Evans, Schneider, Stockdale and Stone are current and continuing Board Members. The Board of Municipal Income has designated Stockdale and Stone as continuing Class III Board Members for a term expiring in 2010 and has designated Board Members Bremner, Evans and Schneider as Class II Board Members for a term expiring in 2009.

Massachusetts Business Trusts

Pursuant to the organizational documents of each Massachusetts Business Trust, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For each Massachusetts Business Trust with outstanding Preferred Shares, under normal circumstances,

holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified.


	c.	For each Massachusetts Business Trust, except Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2:


	(i)	three (3) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Member nominees Amboian and Toth and Board Member Kundert have been designated as Class II Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2011 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Stockdale and Stone are current and continuing Board Members. Board Members Bremner and Evans have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2009 or until their successors have been duly elected and qualified. Board Members Stockdale and Stone have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified.

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


	d.	For Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2:The Boards of Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2 have designated Amboian and Toth and Board Member Kundert as Class II Board Members for a term expiring at the annual meeting of shareholders in 2011 and has re-designated Board Member Hunter as a Class I Board Member and as a nominee for Board Member for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified. The remaining Board Members Bremner, Evans, Schneider, Stockdale and Stone are current and continuing Board Members. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2009 or until their successors have been duly elected and qualified. Board Members Stockdale and Stone have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2010 or until their successors have been duly elected and qualified.

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

For each Minnesota Corporation, except for Municipal Value and Municipal Income, all Board Member nominees, with the exception of Mr. Amboian and Mr. Toth, were last elected to each Fund’s Board at the annual meeting of shareholders held on July 31, 2007.

For Municipal Value, Board Members Stockdale and Stone were last elected as Class I Board Members at the annual meeting of shareholders held on July 31, 2007. Board Members Bremner, Evans and Schneider were last elected as Class III Board Members at the annual meeting of shareholders held on August 1, 2006. Board Members Hunter and Kundert were last elected as Class II Board Members at the annual meeting of shareholders held on July 26, 2005.

For Municipal Income, Board Members Stockdale and Stone were last elected as Class III Board Members at the annual meeting of shareholders held on July 31, 2007. Board Members Bremner, Evans and Schneider were last elected as Class II Board Members at the annual meeting of shareholders held on August 1, 2006. Board Members Hunter and Kundert were last elected as Class I Board Members at the annual meeting of shareholders held on July 26, 2005.

For each Massachusetts Business Trust, except Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio 3, New York Portfolio and Municipal High Income 2, Board Members Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members and Schneider was last elected to each Fund’s Board at the annual meeting of shareholders held on July 31, 2007. Board Members Bremner, Evans, Hunter and Kundert were last elected at the annual meeting of shareholders held on August 1, 2006.

For Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio, Board Members Stockdale and Stone were last elected as Class I Board Members to each Fund’s Board at the annual meeting of shareholders held on July 31, 2007. Board Members Bremner, Evans, Hunter, Kundert and Schneider were last elected at the annual meeting of shareholders held on August 1, 2006.

For Municipal High Income 2, Board Member nominees Bremner, Evans, Hunter, Kundert, Schneider, Stockdale and Stone were elected by the initial shareholder of the Fund, Nuveen Asset Management (the “Adviser” or “NAM”), on November 13, 2007.

For all Funds, Mr. Amboian and Mr. Toth were appointed in April 2008 to each Fund’s Board, effective June 30, 2008. Mr. Amboian and Mr. Toth are presented in this Joint Proxy Statement as nominees for election by shareholders and were recommended for election to the nominating and governance committee of each Fund’s Board by NAM. Timothy R. Schwertfeger is not standing for re-election by shareholders at the Annual Meeting and is expected to resign from the Board on June 30, 2008.

Other than Mr. Amboian, all Board Member nominees are not “interested persons” as defined in the 1940 Act, of the Funds or of the Adviser and have never been an employee or director of Nuveen Investments, Inc. (“Nuveen”), the Adviser’s parent company, or any affiliate. Accordingly, such Board Members are deemed “Independent Board Members.”

The Board unanimously recommends that shareholders vote FOR the election of the nominees named below.

Board Nominees/Board Members

Number of

Portfolios

in Fund

Other

Complex

Director-

Term of Office

Overseen

ships Held

Name, Address

Position(s)

and Length

Principal Occupation(s)

by Board

and Birth Date

Held with Fund

of Time Served¹

During Past 5 Years

Member

Nominees/Board Members who are not interested persons of the Funds

Robert P. Bremner
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)

Board Member; Lead Independent Director

Term: Annual or Class III Board Member until 2009²Length of Service: Since 1996; Lead Independent Director Since 2005

Private Investor and Management Consultant.

185

N/A

Jack B. Evans
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/22/48)

Board Member

Term: Annual or Class III Board Member until 2009²Length of Service: Since 1999

President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Vice Chairman, United Fire Group, a publicly held company; Adjunct Faculty Member, University of Iowa; Director, Gazette Companies; Life Trustee of Coe College and Iowa College Foundation; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.

185

See Principal Occupation Description

William C. Hunter
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(3/6/48)

Board Member

Term: Annual or Class II Board Member until 2010²Length of Service: Since 2004

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

185

See Principal Occupation Description

David J. Kundert
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/28/42)

Board Member

Term: Annual or Class II Board Member until 2011²Length of Service: Since 2005

Director, Northwestern Mutual Wealth Management Company; retired (2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors, Milwaukee Repertory Theater.

183

See Principal Occupation Description

William J. Schneider
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)

Board Member

Term: Annual or Class III Board Member until 2009²Length of Service: Since 1996

Chairman, formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Partners Ltd., a real estate investment company; Director, Dayton Development Coalition; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank.

185

See Principal Occupation Description

Number of

Portfolios

in Fund

Other

Complex

Director-

Term of Office

Overseen

ships Held

Name, Address

Position(s)

and Length

Principal Occupation(s)

by Board

and Birth Date

Held with Fund

of Time Served¹

During Past 5 Years

Member

Judith M. Stockdale
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)

Board Member

Term: Annual or Class I Board Member until 2010²Length of Service: Since 1997

Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994).

185

N/A

Carole E. Stone
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)

Board Member

Term: Annual or Class I Board Member until 2010²Length of Service: Since 2007

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

185

See Principal Occupation Description

Terence J. Toth
c/o Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/29/59)

Board Member Nominee

Term: Annual or Class II Board Member until 2011²Length of Service: Standing for Initial Election

Private Investor (since 2007); CEO and President, Northern Trust Investments(2004-2007); Executive Vice President, Quantitative Management & Securities Lending(2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member: Goodman Theatre Board (since 2004); Chicago Fellowship Board (since 2005), University of Illinois Leadership Council Board (since 2007) and Catalyst Schools of Chicago Board (since 2008); formerly Member: Northern Trust Mutual Funds Board(2005-2007), Northern Trust Japan Board(2004-2007), Northern Trust Securities Inc. Board(2003-2007) and Northern Trust Hong Kong Board(1997-2004).

23³

See Principal Occupation Description

Nominee/Board Member who is an interested persons of the Funds

John P. Amboian⁴333 West Wacker Drive
Chicago, IL 60606
(6/14/61)

Board Member Nominee

Term: Annual or Class II Board Member until 2011²Length of Service: Standing for Initial Election

Chief Executive Officer (since July 2007) and Director (since 1999) of Nuveen Investments, Inc.; Chief Executive Officer (since 2007) of Nuveen Asset Management, Rittenhouse Asset Management, Nuveen Investments Advisers, Inc. formerly, President(1999-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.⁵

23³

See Principal Occupation Description


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

(2)		For Municipal Value, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2, Board Member Hunter, if elected, will serve as a Class I Board Member with a term until 2010. For Municipal Income, Board Member nominees Amboian and Toth and Board Member Kundert, if elected, will serve as Class I Board Members with a term until 2011. Board Member Hunter, if elected, will serve as a Class III Board member with a term until 2010. Board Members Stockdale and Stone are continuing Class III Board Members with terms until 2010 and Board Members Bremner, Evans and Schneider are continuing Class II Board Members with terms expiring in 2009.

(3)		Mr. Amboian and Mr. Toth are standing for election as a Board Member to 23 Funds holding their Annual Meeting on July 29, 2008. In addition, Mr. Amboian and Mr. Toth have been appointed as a Board Member to an additional 161 Funds in the Nuveen complex, which appointment will become effective on July 1, 2008.

(4)		“Interested person” as defined in the 1940 Act, by reason of being an officer and director of each Fund’s adviser.


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

The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of December 31, 2007 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, ~~2006~~2007 is set forth in Appendix A. On December 31, ~~2006,~~2007, Board Members and executive officers as a group beneficially owned approximately ~~1,400,000~~1,700,000 shares of all funds managed by NAM (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). Each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund.~~[As~~ [As of the Record Date, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund.] As of ~~the Record Date,~~June 2, 2008, no shareholder beneficially owned more than 5% of any class of shares of any ~~Fund, except as stated in Appendix F.~~


1.	~~Approval of the New Investment Management Agreements~~

~~Background~~Fund.]

~~Under an investment management agreement between~~As a result of the Adviser and each Fund (each, an “Original Investment Management Agreement” and collectively, the “Original Investment Management Agreements”), NAM serves as each Fund’s investment adviser and is responsible for each Fund’s overall investment strategy and its implementation. The date of each Fund’s Original Investment Management Agreement and the datetransaction on ~~which it was last approved by shareholders and approved for continuance by the Board is provided~~November 13, 2007 in ~~Appendix B. NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen”). Nuveen is currently a publicly traded company.~~

~~On June 19, 2007, Nuveen entered into a merger agreement providing for the acquisition of Nuveen by~~which Windy City Investments, Inc. (“Windy City”), a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois (the “Transaction”). Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds. Other owners of Windy City include Merrill Lynch & Co.’s Global Private Equity group and affiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank. If the Transaction is completed, Nuveen will become a wholly-owned subsidiary of Windy City and Nuveen will become a privately-held company. Completion of the Transaction is subject to a number of conditions, including obtaining the approval of Nuveen’s stockholders and obtaining consent to the Transaction by a certain percentage of NAM’s clients representing at least 80% of annualized revenue (which includes fund shareholder approval of new investment management agreements with NAM). Nuveen and Windy City currently expect to complete the Transaction in the fourth quarter of 2007.

Upon completion of the Transaction, it is anticipated that Merrill Lynch will be an indirect “affiliated person” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of each Fund. As a result, each Fund would then generally be prohibited from entering into principal transactions with Merrill Lynch and certain of its affiliates. NAM does not believe that any such prohibition or limitation would have a materially adverse effect on any Fund’s ability to pursue its investment objective and policies.

Nuveen is relying on Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year period following the consummation of a transaction, at least 75% of the investment company’s board of directors must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Each of the Funds currently meets this test. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission (the “SEC”)) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden” (as defined in the 1940 Act) includes any arrangement, during the two-year period after the transaction, whereby the investment adviser (or predecessor or successor adviser), or any “interested person” (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person

in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). Under the Transaction Agreement, Windy City acknowledges Nuveen’s reliance on Section 15(f) of the 1940 Act and had agreed that it and its affiliates (as defined in the Transaction Agreement) shall conduct its business and use commercially reasonable efforts to enable the provisions of Section 15(f) to be true in relation to the Funds.

In addition, to help ensure that an unfair burden is not imposed on the Funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase gross management fees for any Fund; (ii) not to reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels during that period; (iii) that no Fund whose portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a broker with respect to portfolio transactions done on an agency basis, except as may be approved in the future by the Compliance Committee of the Board; and (iv) that NAM shall not cause the Funds and the other municipal funds that NAM manages as a whole to enter into portfolio transactions with or through the other minority owners of Nuveen, on either a principal or agency basis, to a significantly greater extent than both what one would expect an investment team to use such firm in the normal course of business, and what NAM has historically done with respect to those funds, without prior Board or Compliance Committee approval (excluding the impact of proportionally increasing the use of such other “minority owners” to fill the void necessitated by not being able to use Merrill Lynch).

Each Original Investment Management Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). Any change in control of the Adviser is deemed to be an assignment. The consummation of the Transaction will result in a change in control of the Adviser and therefore cause the automatic termination of each Original Investment Management Agreement, as required by the 1940 Act.

In anticipation of the Transaction, each Fund’s Board met in person at a joint meeting on July 31, 2007 for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve a new investment management agreement between the Fund and NAM in substantially the same form as the Original Investment Management Agreement to take effect immediately after the Transaction or shareholder approval, whichever is later (each a “New Investment Management Agreement” and collectively, the “New Investment Management Agreements”). The form of the New Investment Management Agreement is attached hereto as Appendix C.

The 1940 Act requires that each New Investment Management Agreement be approved by the Fund’s shareholders in order for it to become effective. At the July 31, 2007 Board meeting, and for the reasons discussed below (see “Board Considerations” below), each Board, including the Board Members who are not parties to the Original Investment Management Agreements or New Investment Management Agreements entered into by the Adviser with respect to any Fund or who are not “interested persons” of the Funds or the Adviser as defined in the 1940 Act (the “Independent Board Members”), unanimously approved the New Investment Management Agreement and unanimously recommended its approval by shareholders in order to assure continuity of investment advisory services to the Fund after the Transaction. In the event shareholders of a Fund do not approve the New Investment Management Agreement at the Meeting or any adjournment thereof prior to the closing of the Transaction, an interim investment management agreement between the Adviser and each such Fund (each, an

~~“Interim Investment Management Agreement” and collectively, the “Interim Investment Management Agreements”) will take effect upon the closing of the Transaction.~~

At the July 31, 2007 meeting, each Board, including the Independent Board Members, also unanimously approved the Interim Investment Management Agreements in order to assure continuity of investment advisory services to the Funds after the Transaction. The terms of each Interim Investment Management Agreement are substantially identical to those of the Original Investment Management Agreements and New Investment Management Agreements, except for the term and escrow provisions described below. If a Fund’s shareholders have not approved a New Investment Management Agreement prior to the Transaction an Interim Investment Management Agreement will take effect upon the closing of the Transaction and will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the~~“150-day~~ ~~period”) or when shareholders of a Fund approve the New Investment Management Agreement. Pursuant toRule 15a-4~~ under the 1940 Act, compensation earned by the Adviser under an Interim Investment Management Agreement will be held in an interest-bearing escrow account. If shareholders of a Fund approve the New Investment Management Agreement prior to the end of the~~150-day~~ period, the amount held in the escrow account under the Interim Investment Management Agreement will be paid to the Adviser. If shareholders of a Fund do not approve the New Investment Management Agreement prior to the end of the~~150-day~~ period, the Board will take such action as it deems to be in the best interests of the Fund and its shareholders, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Investment Management Agreement or the total amount in the escrow account, plus interest earned.

~~Comparison of Original Investment Management Agreement and New Investment Management Agreement~~

The terms of each New Investment Management Agreement, including fees payable to the Adviser by the Fund thereunder, are substantially identical to those of the Original Investment Management Agreement, except for the date of effectiveness. There is no change in the fee rate payable by each Fund to the Adviser. If approved by shareholders of a Fund, the New Investment Management Agreement for the Fund will expire on August 1, 2008, unless continued. Each New Investment Management Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Investment Management Agreement to the terms of the New Investment Management Agreement.

~~Investment Management Services.~~ The investment management services to be provided by the Adviser to each Fund under the New Investment Management Agreements will be identical to those services currently provided by the Adviser to each Fund under the Original Investment Management Agreements. Both the Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser shall manage the investment and reinvestment of the Fund’s assets in accordance with the Fund’s investment objective and policies and limitations and administer the Fund’s affairs to the extent requested by and subject to the oversight of the Fund’s Board. In addition, the investment management services will be provided by the same Adviser personnel under the New Investment Management Agreements as under the Original Investment Management Agreements. The Adviser does not anticipate that the Transaction will have any adverse effect on the performance of its obligations under the New Investment Management Agreements.

~~Fees.~~ Under each Original Investment Management Agreement and New Investment Management Agreement, the Fund pays to the Adviser an investment management fee that consists of two components—a fund-level fee, calculated by applying a Fund-specific breakpoint fee schedule that pays progressively reduced fee rates at increased Fund-specific asset levels to the average daily managed assets (which includes assets attributable to all types of leverage used in leveraged funds) of that individual Fund, and a complex-level fee, calculated by applying a fee rate determined based on the aggregate managed assets of all Nuveen-branded closed-end and open-end registered investment companies organized in the United States, applied to a complex-wide fee schedule that would pay ever-reducing effective fee rates at increasing complex-wide assets, multiplied by that Fund’s average daily managed assets. The investment management fee paid by each Fund equals the sum of the fund-level fee and complex-level fee calculated for that Fund.

The fee schedules for the fund-level fee and complex-level fee breakpoint schedules under the New Investment Management Agreements for each Fund are identical to the fund-level fee and complex-level fee breakpoint schedules under the Original Investment Management Agreements. The annual fund-level fee schedule for each Fund under the Original Investment Management Agreements and the New Investment Management Agreements, the fees paid by each Fund to the Adviser during each Fund’s last fiscal year and the Fund’s net assets as of June 30, 2007 are set forth in Appendix D to this Proxy Statement. The fee schedule for the complex-level component is the same for each Fund under both the Original Investment Management Agreements and New Investment Management Agreements and is also set forth in Appendix D. That complex-wide fee schedule was recently reduced with an effective date of August 20, 2007, as reflected in Appendix D.

~~Payment of Expenses.~~ Under each Original Investment Management Agreement and each New Investment Management Agreement, the Adviser shall furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund.

~~Limitation on Liability.~~ The Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser will not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under the Agreement.

~~Continuance.~~ The Original Investment Management Agreement of each Fund originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Fund approve the New Investment Management Agreement for that Fund, the New Investment Management Agreement will expire on August 1, 2008, unless continued. The New Investment Management Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

~~Termination.~~ ~~The Original Investment Management Agreement and New Investment Management Agreement for each Fund provide that the Agreement may be terminated at any time~~

without the payment of any penalty by the Fund or Adviser on sixty (60) days’ written notice to the other party. A Fund may effect termination by action of the Board or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.

~~Board Considerations~~


I.	~~Approval of Original Investment Management Agreements~~

The Board Members are responsible for overseeing the performance of the investment adviser to the Funds and determining whether to approve or continue the advisory arrangements. At a meeting held on May 21, 2007 (the “May Meeting”), the Board of each Fund, including the Independent Board Members, performed a full annual review of each Original Investment Management Agreement and unanimously approved the continuance of such agreements. Because the information provided and the considerations made at the annual review continue to be relevant with respect to the evaluation of the New Investment Management Agreements, the Board considered the foregoing as part of their deliberations of the New Investment Management Agreements. Accordingly, the discussions immediately below outline the materials and information presented to the Board in connection with the Board’s May annual review and the analysis undertaken and the conclusions reached by Board Members when determining to continue the Original Investment Management Agreements.

During the course of the year, the Board received a wide variety of materials relating to the services provided by NAM and the performance of the Funds. At each of its quarterly meetings, the Board reviewed investment performance and various matters relating to the operations of the Funds, including the compliance program, shareholder services, valuation, custody, distribution and other information relating to the nature, extent and quality of services provided by NAM. Between the regularly scheduled quarterly meetings, the Board Members received information on particular matters as the need arose. In preparation for their considerations at the May Meeting, the Independent Board Members also received extensive materials, well in advance of their meeting, which outlined or are related to, among other things:


•	~~the nature, extent and quality of services provided by NAM;~~

•	~~the organization and business operations of NAM, including the responsibilities of various departments and key personnel;~~

•	each Fund’s past performance as well as the Fund’s performance compared to funds with similar investment objectives based on data and information provided by an independent third party and to customized benchmarks;

•	~~the profitability of Nuveen and certain industry profitability analyses for unaffiliated advisers;~~

•	~~the expenses of Nuveen in providing the various services;~~

•	the advisory fees and total expense ratios of each Fund, including comparisons of such fees and expenses with those of comparable, unaffiliated funds based on information and data provided by an independent third party (the “Peer Universe”) as well as compared to a subset of funds within the Peer Universe (the “Peer Group”) of the respective Fund (as applicable);


•	~~the advisory fees NAM assesses to other types of investment products or clients;~~

•	~~the soft dollar practices of NAM, if any; and~~

•	~~from independent legal counsel, a legal memorandum describing among other things, applicable laws, regulations and duties in reviewing and approving advisory contracts.~~

At the May Meeting, NAM made a presentation to, and responded to questions from, the Board. Prior to and after the presentations and reviewing the written materials, the Independent Board Members met privately with their legal counsel to review the Board’s duties in reviewing advisory contracts and considering the renewal of the advisory contracts. The Independent Board Members, in consultation with independent counsel, reviewed the factors set out in judicial decisions and SEC directives relating to the renewal of advisory contracts. As outlined in more detail below, the Board Members considered all factors they believed relevant with respect to each Fund, including, but not limited to, the following: (a) the nature, extent and quality of the services to be provided by NAM; (b) the investment performance of the Fund and NAM; (c) the costs of the services to be provided and profits to be realized by Nuveen and its affiliates; (d) the extent to which economies of scale would be realized; and (e) whether fee levels reflect those economies of scale for the benefit of the Fund’s investors. In addition, as noted, the Board Members met regularly throughout the year to oversee the Funds. In evaluating the Original Investment Management Agreements, the Board Members also relied upon their knowledge of NAM, its services and the Funds resulting from their meetings and other interactions throughout the year. It is with this background that the Board Members considered each Original Investment Management Agreement.


A.	~~Nature, Extent and Quality of Services~~

In considering renewal of the Original Investment Management Agreements, the Board Members considered the nature, extent and quality of NAM’s services. The Board Members reviewed materials outlining, among other things, Nuveen’s organization and business; the types of services that NAM or its affiliates provide and are expected to provide to the Funds; the performance record of the applicable Fund (as described in further detail below); and any initiatives Nuveen had taken for the municipal fund product line. As noted, the Board Members were already familiar with the organization, operations and personnel of NAM due to the Board Members’ experience in governing the respective Funds and working with NAM on matters relating to the Funds. With respect to personnel, the Board Members recognized NAM’s investment in additional qualified personnel throughout the various groups in the organization and recommended to NAM that it continue to review staffing needs as necessary. In addition, the Board Members reviewed materials describing the current status and, in particular, the developments in 2006 with respect to NAM’s investment process, investment strategies (including additional tools used in executing such strategies), personnel (including portfolio management and research teams), trading process, hedging activities, risk management operations (e.g., reviewing credit quality, duration limits, derivatives use, as applicable), and investment operations (such as enhancements to trading procedures, pricing procedures, and client services). The Board Members recognized Nuveen’s investment of resources and efforts to continue to enhance and refine its investment process.

~~In addition to advisory services, the Independent Board Members considered the quality of administrative and non-advisory services provided by NAM and noted that NAM provides the~~

~~Funds with a wide variety of services and officers and other personnel as are necessary for the operations of the Funds, including,~~


•	~~product management;~~

•	~~fund administration;~~

•	~~oversight of shareholder services and other fund service providers;~~

•	~~administration of Board relations;~~

•	~~regulatory and portfolio compliance; and~~

•	~~legal support.~~

As the Funds operate in a highly regulated industry and given the importance of compliance, the Board Members considered, in particular, Nuveen’s compliance activities for the Funds and enhancements thereto. In this regard, the Board Members recognized the quality of Nuveen’s compliance team. The Board Members further noted Nuveen’s negotiations with other service providers and the corresponding reduction in certain service providers’ fees.

With respect to closed-end funds, in addition to the foregoing services, the Board Members also noted the additional services that NAM or its affiliates provide to closed-end funds, including, in particular, its secondary market support activities. The Board Members recognized Nuveen’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a variety of programs designed to raise investor and analyst awareness and understanding of closed-end funds. These efforts include:


•	~~maintaining shareholder communications;~~

•	~~providing advertising for closed-end funds;~~

•	~~maintaining its closed-end fund website;~~

•	~~maintaining continual contact with financial advisers;~~

•	~~providing educational symposia;~~

•	~~conducting research with investors and financial analysis regarding closed-end funds; and~~

•	~~evaluating secondary market performance.~~

~~With respect to Funds that utilize leverage through the issuance of Preferred Shares, the Board Members noted Nuveen’s continued support for the holders of Preferred Shares by, among other things:~~


•	~~maintaining an in-house trading desk;~~

•	~~maintaining a product manager for the Preferred Shares;~~

•	~~developing distribution for Preferred Shares with new market participants;~~

•	~~maintaining an orderly auction process;~~

•	~~managing leverage and risk management of leverage; and~~

•	~~maintaining systems necessary to test compliance with rating agency criteria.~~

Based on their review, the Board Members found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the respective Funds under the Original Investment Management Agreements were satisfactory.


B.	~~The Investment Performance of the Funds and NAM~~

The Board considered the investment performance for each Fund, including the Fund’s historic performance as well as its performance compared to funds with similar investment objectives (the “Performance Peer Group”) based on data provided by an independent third party (as described below). The Board Members also reviewed portfolio level performance against customized benchmarks, as described in further detail below.

In evaluating the performance information, in certain instances, the Board Members noted that the closest Performance Peer Group for a Fund may not adequately reflect such Fund’s investment objectives and strategies, thereby limiting the usefulness of the comparisons of such Fund’s performance with that of the Performance Peer Group.

With respect to state specific municipal funds, the Board Members also recognized that certain funds do not have a corresponding state specific Performance Peer Group in which case their performance is measured against a more general municipal category for various states. Funds that do not have corresponding state-specific Performance Peer Groups are from states other than New York, California, Florida, New Jersey, Michigan, and Pennsylvania. However, with respect to Funds based in Florida, New Jersey, Michigan and Pennsylvania, the peer group may be so small or the Nuveen Funds may dominate the category to such an extent that performance information for such Funds was also compared to a more general category for all states (other than New York and California).

The Board Members reviewed performance information including, among other things, total return information compared with the Fund’s Performance Peer Group for the one-, three- and five-year periods (as applicable) ending December 31, 2006. The Board Members also reviewed the Fund’s portfolio level performance (which does not reflect fund level fees and expenses, and leverage) compared to customized portfolio-level benchmarks for the one- and three-year periods ending December 31, 2006 (as applicable). The analysis was used to assess the efficacy of investment decisions against appropriate measures of risk and total return, within specific market segments. This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings. Based on their review, the Board Members determined that each Fund’s investment performance over time had been satisfactory, subject to the following. With respect to various municipal closed-end funds, the Board Members noted relative total return underperformance in recent years compared to peers. The Board Members reviewed materials and discussed with NAM the factors contributing to the shift in performance including, among other things, the degree of risk undertaken by peers compared to the Funds (such as through the increased use of leverage or taking concentrated positions in high risk credits). In addition, the Board Members also considered a Fund’s dividend performance and the extent of any secondary market discounts. The Board Members noted NAM’s efforts to evaluate the factors affecting performance and determine whether modification to a Fund’s investment strategy is necessary or appropriate, and concluded they were satisfied with the steps being taken.


C.	~~Fees, Expenses and Profitability~~


1.	~~Fees and Expenses~~

In evaluating the management fees and expenses of a Fund, the Board reviewed, among other things, the Fund’s advisory fees (net and gross management fees) and total expense ratios (before and after expense reimbursements~~and/or~~ waivers) in absolute terms as well as comparisons to the gross management fees (before waivers), net management fees (after waivers) and total expense ratios (before and after waivers) of comparable funds in the Peer Universe and the Peer Group. In reviewing the fee schedule for a Fund, the Board Members considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen (applicable, in particular, for certain Funds launched since 1999). The Board Members further reviewed data regarding the construction of Peer Groups as well as the methods of measurement for the fee and expense analysis and the performance analysis. In certain cases, due to the small number of peers in the Peer Universe, the Peer Universe and Peer Group had significant overlap or even consisted entirely of the same unaffiliated funds. In reviewing the comparison of fee and expense information, the Board Members recognized that in certain cases, the Fund size relative to peers, the small size and odd composition of the Peer Group (including differences in objectives and strategies), expense anomalies, timing of information used or other factors impacting the comparisons thereby limited some of the usefulness of the comparative data. The Board Members also considered the differences in the use of leverage. Based on their review of the fee and expense information provided, the Board Members determined that each Fund’s net total expense ratio was within an acceptable range compared to peers.


2.	~~Comparisons with the Fees of Other Clients~~

The Board Members further reviewed data comparing the advisory fees of NAM with fees NAM charges to other clients. With respect to municipal funds, such other clients include NAM’s municipal separately managed accounts. In general, the advisory fees charged for separate accounts are somewhat lower than the advisory fees assessed to the Funds. The Board Members considered the differences in the product types, including, but not limited to, the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Board Members noted, in particular, that the range of services provided to the Funds (as discussed above) is much more extensive than that provided to separately managed accounts. As described in further detail above, such additional services include, but are not limited to: product management, fund administration, oversight of third party service providers, administration of Board relations, and legal support. The Board Members noted that the Funds operate in a highly regulated industry requiring extensive compliance functions compared to other investment products. Given the inherent differences in the products, particularly the extensive services provided to the Funds, the Board Members believe such facts justify the different levels of fees.


3.	~~Profitability of Nuveen~~

In conjunction with its review of fees, the Board Members also considered the profitability of Nuveen for its advisory activities (which incorporated Nuveen’s wholly-owned affiliated sub-advisers) and its financial condition. The Board Members reviewed the revenues and expenses of Nuveen’s advisory activities for the last three years, the allocation methodology used in

preparing the profitability data as well as the 2006 Annual Report for Nuveen. The Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Board Members noted the enhanced dialogue and information regarding profitability with NAM during the year, including more frequent meetings and updates from Nuveen’s corporate finance group. The Board Members also reviewed data comparing Nuveen’s profitability with other fund sponsors prepared by three independent third party service providers as well as comparisons of the revenues, expenses and profit margins of various unaffiliated management firms with similar amounts of assets under management prepared by Nuveen.

In reviewing profitability, the Board Members recognized the subjective nature of determining profitability which may be affected by numerous factors, including the allocation of expenses. Further, the Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations.

Notwithstanding the foregoing, the Board Members reviewed Nuveen’s methodology and assumptions for allocating expenses across product lines to determine profitability. Last year, the Board Members also designated an Independent Board Member as a point person for the Board to review the methodology determinations during the year and any refinements thereto, which relevant information produced from such process was reported to the full Board. In reviewing profitability, the Board Members recognized Nuveen’s increased investment into its fund business. Based on its review, the Board Members concluded that they were satisfied that Nuveen’s level of profitability for its advisory activities was reasonable in light of the services provided.

In evaluating the reasonableness of the compensation, the Board Members also considered other amounts paid to NAM by the Funds as well as any indirect benefits (such as soft dollar arrangements, if any) NAM and its affiliates receive, or are expected to receive, that are directly attributable to the management of the Funds, if any. See Section E below for additional information on indirect benefits NAM may receive as a result of its relationship with the Funds. Based on their review of the overall fee arrangements of each Fund, the Board Members determined that the advisory fees and expenses of the Fund were reasonable.


D.	~~Economies of Scale and Whether Fee Levels Reflect These Economies of Scale~~

With respect to economies of scale, the Board Members recognized the potential benefits resulting from the costs of a Fund being spread over a larger asset base. To help ensure the shareholders share in these benefits, the Board Members reviewed and considered the breakpoints in the advisory fee schedules that reduce advisory fees. In addition to advisory fee breakpoints, the Board also approved a complex-wide fee arrangement in 2004. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex, including the Funds, are reduced as the assets in the fund complex reach certain levels. In evaluating the complex-wide fee arrangement, the Board Members noted that the last complex-wide asset level breakpoint for the complex-wide fee schedule was at $91 billion and that the Board

~~Members anticipated further reviewand/or~~ negotiations prior to the assets of the Nuveen complex reaching such threshold. Based on their review, the Board Members concluded that the breakpoint schedule and complex-wide fee arrangement were acceptable and desirable in providing benefits from economies of scale to shareholders, subject to further evaluation of the complex-wide fee schedule as assets in the complex increase.


E.	~~Indirect Benefits~~

In evaluating fees, the Board Members also considered any indirect benefits or profits NAM or its affiliates may receive as a result of its relationship with each Fund. With respect to closed-end funds, the Board Members considered revenues received by affiliates of NAM for serving as agent at Nuveen’s preferred trading desk and for serving as a co-manager in the initial public offering of new closed-end exchange traded funds.

In addition to the above, the Board Members considered whether NAM received any benefits from soft dollar arrangements whereby a portion of the commissions paid by a Fund for brokerage may be used to acquire research that may be useful to NAM in managing the assets of the Funds and other clients. With respect to NAM, the Board Members noted that NAM does not currently have any soft dollar arrangements; however, to the extent certain bona fide agency transactions that occur on markets that traditionally trade on a principal basis and riskless principal transactions are considered as generating “commissions,” NAM intends to comply with the applicable safe harbor provisions.

~~Based on their review, the Board Members concluded that any indirect benefits received by NAM as a result of its relationship with the Funds were reasonable and within acceptable parameters.~~


F.	~~Other Considerations~~

The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of the Original Investment Management Agreements are fair and reasonable, that NAM’s fees are reasonable in light of the services provided to each Fund and that the renewal of the Original Investment Management Agreements should be approved.


~~II.~~	~~Approval of the New Investment Management Agreements~~

Following the May Meeting, the Board Members were advised of the potential Transaction. As noted above, the completion of the Transaction would terminate each of the Original Investment Management Agreements. Accordingly, at a meeting held on July 31, 2007 (the “July Meeting”), the Board of each Fund, including the Independent Board Members, unanimously approved the New Investment Management Agreement on behalf of each Fund. Leading up to the July Meeting, the Board Members had several meetings and deliberations with and without Nuveen management present, and with the advice of legal counsel, regarding the proposed Transaction as outlined below.

On June 8, 2007, the Board Members held a special telephonic meeting to discuss the proposed Transaction. At that meeting, the Board Members established a special ad hoc committee comprised solely of Independent Board Members to focus on the Transaction and to keep the Independent Board Members updated with developments regarding the Transaction. On

June 15, 2007, the ad hoc committee met with representatives of NAM to discuss modifications to the complex-wide fee schedule that would generate additional fee savings at specified levels of complex-wide asset growth (as set forth in Appendix D). On June 15, 2007, the ad hoc committee also discussed the Transaction with representatives of Nuveen at a telephonic meeting. Following the foregoing meetings and several subsequent telephonic conferences among Independent Board Members and independent counsel, and between Independent Board Members and representatives of Nuveen, the Board met on June 18, 2007 to further discuss the proposed Transaction. Immediately prior to and then again during the June 18, 2007 meeting, the Independent Board Members met privately with their independent legal counsel. At that meeting, the Board met with representatives of MDP, of Goldman Sachs, Nuveen’s financial adviser in the Transaction, and of the Nuveen Board to discuss, among other things, the history and structure of MDP, the terms of the proposed Transaction (including the financing terms), and MDP’s general plans and intentions with respect to Nuveen (including with respect to management, employees, and future growth prospects). On July 9, 2007, the Board also met to be updated on the Transaction as part of a special telephonic meeting. The Board Members were further updated at a special in-person board meeting held on July 19, 2007 (one Independent Board Member participated telephonically). Subsequently, on July 27, 2007, the ad hoc committee held a telephonic conference with representatives of Nuveen and MDP to further discuss, among other things, the Transaction, the financing of the Transaction, retention and incentive plans for key employees, the effect of regulatory restrictions on transactions with affiliates after the Transaction, and current market conditions and their impact on the Transaction.

In connection with their review of the New Investment Management Agreements, the Independent Board Members, through their independent legal counsel, also requested in writing and received additional information regarding the proposed Transaction and its impact on the provision of services by NAM and its affiliates.

~~The Independent Board Members received, well in advance of the July Meeting, materials which outlined, among other things:~~


•	the structure and terms of the Transaction, including MDP’s co-investor entities and their expected ownership interests and the financing arrangements that will exist for Nuveen following the closing of the Transaction;

•	~~the strategic plan for Nuveen following the Transaction;~~

•	~~the governance structure for Nuveen following the Transaction;~~

•	any anticipated changes in the operations of the Nuveen Funds following the Transaction, including changes to NAM’s and Nuveen’s day-to-day management, infrastructure and ability to provide advisory, distribution or other applicable services to the Funds;

•	any changes to senior management or key personnel who work on Fund related matters (including portfolio management, investment oversight, and legal/compliance) and any retention or incentive arrangements for such persons;

•	~~any anticipated effect on each Fund’s expense ratio (including advisory fees) following the Transaction;~~

•	~~any benefits or undue burdens imposed on the Funds as a result of the Transaction;~~

•	~~any legal issues for the Funds as a result of the Transaction;~~


•	the nature, quality and extent of services expected to be provided to the Funds following the Transaction, changes to any existing services and policies affecting the Funds, and cost-cutting efforts, if any, that may impact such services or policies;

•	~~any conflicts of interest that may arise for Nuveen or MDP with respect to the Funds;~~

•	~~the costs associated with obtaining necessary shareholder approvals, and who would bear those costs; and~~

•	~~from legal counsel, a memorandum describing the applicable laws, regulations and duties in approving advisory contracts, including, in particular, with respect to a change of control.~~

Immediately preceding the July Meeting, representatives of MDP met with the Board to further respond to questions regarding the Transaction. After the meeting with MDP, the Independent Board Members met with independent legal counsel in executive session. At the July Meeting, Nuveen also made a presentation and responded to questions. Following the presentations and discussions of the materials presented to the Board, the Independent Board Members met again in executive session with their counsel. As outlined in more detail below, the Independent Board Members considered all factors they believed relevant with respect to each Fund, including the impact that the Transaction could be expected to have on the following: (a) the nature, extent and quality of services to be provided; (b) the investment performance of the Funds; (c) the costs of the services and profits to be realized by Nuveen and its affiliate; (d) the extent to which economies of scale would be realized; and (e) whether fee levels reflect those economies of scale for the benefit of investors. As noted above, the Board Members had recently completed their annual review of the Original Investment Management Agreements at the May Meeting and many of the factors considered at the annual review were applicable to their evaluation of the New Investment Management Agreements. Accordingly, in evaluating the New Investment Management Agreements, the Board Members relied upon their knowledge and experience with NAM and considered the information received and their evaluations and conclusions drawn at the annual review. The Independent Board Members evaluated all information available to them on a~~Fund-by-Fund~~ ~~basis, and their determinations were made separately in respect of each Fund.~~


A.	~~Nature, Extent and Quality of Services~~

In evaluating the nature, quality and extent of the services expected to be provided by NAM under the New Investment Management Agreements, the Independent Board Members considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of NAM; the potential implications of regulatory restrictions on the Funds following the Transaction; the ability of NAM and its affiliates to perform their duties after the Transaction; and any anticipated changes to the current investment and other practices of the Funds.

The Board noted that the terms of each New Investment Management Agreement, including fees payable thereunder, are substantially identical to those of the Original Investment Management Agreement relating to the same Fund (with both reflecting reductions to fee levels in the complex-wide fee schedule for complex-wide assets in excess of $80 billion that become effective on August 20, 2007). The Board considered that the services to be provided and the standard of care under the New Investment Management Agreements are the same as the Original Investment Management Agreements. The Board Members further noted that key personnel who have responsibility for the Funds in each area, including portfolio management,

investment oversight, fund management, fund operations, product management, legal/compliance and board support functions, are expected to be the same following the Transaction. The Board Members considered and are familiar with the qualifications, skills and experience of such personnel. The Board also considered certain information regarding anticipated retention or incentive plans designed to retain key personnel. Further, the Board Members noted that no changes to Nuveen’s infrastructure or operations as a result of the Transaction were anticipated other than potential enhancements as a result of an expected increase in the level of investment in such infrastructure and personnel. The Board noted MDP’s representations that it does not plan to have a direct role in the management of Nuveen, appointing new management personnel, or directly impacting individual staffing decisions. The Board Members also noted that there were not any planned “cost cutting” measures that could be expected to reduce the nature, extent, or quality of services. After consideration of the foregoing, the Board Members concluded that no diminution in the nature, quality and extent of services provided to the Funds and their shareholders is expected.

In addition to the above, the Board Members considered potential changes in the operations of each Fund. In this regard, the Board Members considered the potential effect of regulatory restrictions on the Funds’ transactions with future affiliated persons. During their deliberations, it was noted that, after the Transaction, a subsidiary of Merrill Lynch is expected to have an ownership interest in Nuveen at a level that will make Merrill Lynch an affiliated person of Nuveen. The Board Members recognized that applicable law would generally prohibit the Funds from engaging in securities transactions with Merrill Lynch as principal, and would also impose restrictions on using Merrill Lynch for agency transactions. They recognized that having MDP and Merrill Lynch as affiliates may restrict the Funds’ ability to invest in securities of issuers controlled by MDP or issued by Merrill Lynch and its affiliates even if not bought directly from MDP or Merrill Lynch as principal. They also recognized that various regulations may require the Funds to apply investment limitations on a combined basis with affiliates of Merrill Lynch. The Board Members considered information provided by NAM regarding the potential impact on the Funds’ operations as a result of these regulatory restrictions. The Board Members considered, in particular, the Funds that may be impacted most by the restricted access to Merrill Lynch, including: municipal funds (particularly certain state-specific funds), senior loan funds, taxable fixed income funds, preferred security funds and funds that heavily use derivatives. The Board Members considered such Funds’ historic use of Merrill Lynch as principal in their transactions and information provided by NAM regarding the expected impact resulting from Merrill Lynch’s affiliation with Nuveen and available measures that could be taken to minimize such impact. NAM informed the Board Members, although difficult to determine with certainty, that its management did not believe that MDP’s or Merrill Lynch’s status as an affiliate of Nuveen would have a material adverse effect on any Fund’s ability to pursue its investment objectives and policies.

In addition to the regulatory restrictions considered by the Board, the Board Members also considered potential conflicts of interest that could arise between the Funds and various parties to the Transaction and discussed possible ways of addressing such conflicts.

Based on its review along with its considerations regarding services at the annual review at the May Meeting, the Board concluded that the Transaction was not expected to adversely affect the nature, quality or extent of services provided by NAM and that the expected nature, quality and extent of such services supported approval of the New Investment Management Agreements.


B.	~~Performance of the Funds~~

With respect to the performance of the Funds, the Board considered that the portfolio management personnel responsible for the management of the Funds’ portfolios were expected to continue to manage the portfolios following the completion of the Transaction.

In addition, the Board Members recently reviewed Fund performance at the May Meeting as described above and determined that Fund performance was satisfactory or better, subject to the following. With respect to certain municipal closed-end funds with relative short-term underperformance, the Board Members concluded NAM was taking steps to evaluate the factors affecting performance and those steps would continue following the Transaction. Further, the investment policies and strategies were not expected to change as a result of the Transaction.

In light of the foregoing factors, along with the prior findings regarding performance at the annual review, the Board concluded that its findings with respect to performance supported approval of the New Investment Management Agreements.


C.	~~Fees, Expenses and Profitability~~

As described in more detail above, during the annual review the Board Members considered, among other things, the management fees and expenses of the Funds, the breakpoint schedules, and comparisons of such fees and expenses with peers. At the annual review, the Board Members determined that the Fund’s advisory fees and expenses were reasonable. In evaluating the costs of services to be provided by NAM under the New Investment Management Agreements and the profitability of Nuveen for its advisory activities, the Board Members considered their prior conclusions at the annual review and whether the management fees or other expenses would change as a result of the Transaction. As described above, the investment management fee is composed of two components — a fund-level component and complex-wide level component. The fee schedule under the New Investment Management Agreements to be paid to NAM is identical to that under the Original Investment Management Agreements, including the modified complex-wide fee schedule. As noted above, the Board recently approved a modified complex-wide fee schedule that would generate additional fee savings on complex-wide assets above the $80 billion level. See Appendix D for both the prior and the new complex-wide fee schedule. The modifications have an effective date of August 20, 2007 and are part of the Original Investment Agreements. Accordingly, the terms of the complex-wide component under the New Investment Management Agreements are the same as under the Original Investment Management Agreements. The Board Members also noted that Nuveen has committed for a period of two years from the date of closing of the Transaction that it will not increase gross management fees for any Fund and will not reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels. Based on the information provided, the Board Members did not expect that overall Fund expenses would increase as a result of the Transaction. In addition, the Board Members considered that additional fund launches were anticipated after the Transaction which would result in an increase in total assets under management in the complex and a corresponding decrease in overall management fees under the complex-wide fee schedule. Taking into consideration the Board’s prior evaluation of fees and expenses at the annual renewal, and the modification to the complex-wide fee schedule, the Board determined that the management fees and expenses were reasonable.

While it is difficult to predict with any degree of certainty the impact of the Transaction on Nuveen’s profitability, at the recent annual review, the Board Members were satisfied that Nuveen’s level of profitability for its advisory activities was reasonable. During the year, the Board Members had noted the enhanced dialogue regarding profitability and the appointment of an Independent Board Member as a point person to review methodology determinations and refinements in calculating profitability. Given their considerations at the annual review and the modifications to the complex-wide fee schedule, the Board Members were satisfied that Nuveen’s level of profitability for its advisory activities continues to be reasonable.


D.	~~Economies of Scale and Whether Fee Levels Reflect These Economies of Scale~~

The Board Members have been cognizant of economies of scale and the potential benefits resulting from the costs of a Fund being spread over a larger asset base. To help ensure that shareholders share in the benefits derived from economies of scale, the Board adopted the complex-wide fee arrangement in 2004. At the May Meeting, the Board Members reviewed the complex-wide fee arrangements and noted that additional negotiations may be necessary or appropriate as the assets in the complex approached the $91 billion threshold. In light of this assessment coupled with the upcoming Transaction, at the June 15, 2007 meeting, the ad hoc committee met with representatives of Nuveen to further discuss modifications to the complex-wide fee schedule that would generate additional savings for shareholders as the assets of the complex grow. The proposed terms for the complex-wide fee schedule is expressed in terms of targeted cumulative savings at specified levels of complex-wide assets, rather than in terms of targeted marginal complex-wide fee rates. Under the modified schedule, the schedule would generate additional fee savings beginning at complex-wide assets of $80 billion in order to achieve targeted cumulative annual savings at $91 billion of $28 million on a complex-wide level (approximately $0.6 million higher than those generated under the then current schedule) and generate additional fee savings for asset growth above complex-wide assets of $91 billion in order to achieve targeted annual savings at $125 billion of assets of approximately $50 million on a complex-wide level (approximately $2.2 million higher annually than that generated under the then current schedule). At the July Meeting, the Board approved the modified complex-wide fee schedule for the Original Investment Management Agreements and these same terms will apply to the New Investment Management Agreements. Accordingly, the Board Members believe that the breakpoint schedules and revised complex-wide fee schedule are appropriate and desirable in ensuring that shareholders participate in the benefits derived from economies of scale.


E.	~~Indirect Benefits~~

During their recent annual review, the Board Members considered any indirect benefits that NAM may receive as a result of its relationship with the Funds, as described above. As the policies and operations of Nuveen are not anticipated to change significantly after the Transaction, such indirect benefits should remain after the Transaction. The Board Members further considered any additional indirect benefits to be received by NAM or its affiliates after the Transaction. The Board Members noted that other than benefits from its ownership interest in Nuveen and indirect benefits from fee revenues paid by the Funds under the management agreements and other Board-approved relationships, it was currently not expected that MDP or its affiliates would derive any benefit from the Funds as a result of the Transaction or transact any business with or on behalf of the Funds (other than perhaps potential Fund acquisitions, in

secondary market transactions, of securities issued by MDP portfolio companies); or that Merrill Lynch or its affiliates would derive any benefits from the Funds as a result of the Transaction (noting that, indeed, Merrill Lynch would stand to experience the discontinuation of principal transaction activity with the Funds and likely would experience a noticeable reduction in the volume of agency transactions with the Funds).


F.	~~Other Considerations~~

~~In addition to the factors above, the Board Members also considered the following:~~


•	Nuveen would rely on provisions of Section 15(f) of the 1940 Act (as described above). In this regard, to help ensure that an unfair burden is not imposed on the Funds, Nuveen has committed for a period of two years from the date of the closing of the Transaction (i) not to increase gross management fees for any Fund; (ii) not to reduce voluntary expense reimbursement levels for any Fund from their currently scheduled prospective levels during that period; (iii) that no Fund whose portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a broker with respect to portfolio transactions done on an agency basis, except as may be approved in the future by the Compliance Committee of the Board; and (iv) that NAM shall not cause the Funds and other municipal funds that NAM manages, as a whole, to enter into portfolio transactions with or through the other minority owners of Nuveen, on either a principal or agency basis, to a significantly greater extent than both what one would expect an investment team to use such firm in the normal course of business, and what NAM has historically done, without prior Board or Compliance Committee approval (excluding the impact of proportionally increasing the use of such other “minority owners” to fill the void necessitated by not being able to use Merrill Lynch).

•	The Funds would not incur any costs in seeking the necessary shareholder approvals for the New Investment Management Agreements (except for costs attributed to seeking shareholder approvals of Fund specific matters unrelated to the Transaction, such as approval of Board Members or changes to investment policies in which case a portion of such costs will be borne by the applicable Funds).

•	~~The reputation, financial strength and resources of MDP.~~

•	~~The long-term investment philosophy of MDP and anticipated plans to grow Nuveen’s business.~~

•	The benefits to the Funds as a result of the Transaction including: (i) as a private company, Nuveen may have more flexibility in making additional investments in its business; (ii) as a private company, Nuveen may be better able to structure compensation packages to attract and retain talented personnel; (iii) as certain of Nuveen’s distribution partners are expected to be equity or debt investors in Nuveen, Nuveen may be able to take advantage of new or enhanced distribution arrangements with such partners; and (iv) MDP’s experience, capabilities and resources that may help Nuveen identify and acquire investment teams or firms and finance such acquisitions.

•	The historic premium and discount levels at which the shares of the Funds have traded at specified dates with particular focus on the premiums and discounts after the announcement of the Transaction, taking into consideration recent volatile market conditions and steps or initiatives considered or undertaken by NAM to address discount levels.


G.	~~Conclusion~~

The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of the New Investment Management Agreements are fair and reasonable, that the fees therein are reasonable in light of the services to be provided to each Fund and that the New Investment Management Agreements should be approved and recommended to shareholders.


~~III.~~	~~Approval of Interim Contracts~~

As noted above, at the July Meeting, the Board Members, including the Independent Board Members, unanimously approved Interim Investment Management Agreements. If necessary to ensure continuity of advisory services, the Interim Investment Management Agreements will take effect upon the closing of the Transaction if shareholders have not yet approved the Investment Management Agreements. The terms of each Interim Investment Management Agreement are substantially identical to those of the corresponding Original Investment Management Agreement and New Investment Management Agreement, respectively, except for the term and escrow provisions described above. In light of the foregoing, the Board Members, including the Independent Board Members, unanimously determined that the scope and quality of services to be provided to the Funds under the respective Interim Investment Management Agreement are at least equivalent to the scope and quality of services provided under the applicable Original Investment Management Agreement.

~~Information about the Adviser~~

NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates had approximately $172 billion in assets under management as of June 30, 2007. Nuveen is currently a publicly traded company. Nuveen is currently listed on the New York Stock Exchange and trades under the symbol “JNC.”

The principal occupation of the officers and directors of NAM is shown in Appendix E. The business address of NAM, Nuveen and each principal executive officer and director of NAM is 333 West Wacker Drive, Chicago, Illinois 60606.

Tim Schwertfeger, Chairman of the Board, sold shares of Class stock of Nuveen and purchased shares of Class stock of Nuveen on the Exchange since October 1, 2005. Mr. received $ in exchange for his shares of Nuveen sold.

~~Mr. Schwertfeger is currently a Director and Non-Executive Chairman of Nuveen. Prior to July 1, 2007, he was Chairman and CEO of Nuveen. In addition to his interests as a stockholder of~~ acquired Nuveen, Mr. ~~Schwertfeger has interests in the Transaction. As a result of the Transaction, Mr. Schwertfeger’s~~Amboian’s outstanding options to acquire shares of Nuveen common stock under various Nuveen stock option plans ~~will be~~were cashed out and his outstanding shares of restricted stock (and deferred restricted stock) granted under Nuveen’s equity incentive plans ~~will become~~became fully vested and ~~will be~~were converted into the right to receive a cash payment. ~~Based~~In connection with the transaction, Mr. Amboian paid $30 million to acquire interests in Windy City Investments Holdings, L.L.C., the parent company of Windy City.

Compensation

Prior to January 1, 2008, for all Nuveen funds, Independent Board Members received a $95,000 annual retainer plus (a) a fee of $3,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person or by telephone where in-person attendance is required and $1,500 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for attendance in person or by telephone at an audit committee meeting; (d) a fee of $1,500 per meeting for attendance in person or by telephone at a regularly scheduled compliance, risk management and regulatory oversight committee meeting; (e) a fee of $1,500 per meeting for attendance in person at a non-regularly scheduled compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required, except that the chairperson of the compliance, risk management and regulatory oversight committee may at any time designate a non-regularly scheduled meeting of the committee as an in-person meeting for the purposes of fees to be paid; (f) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (g) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the ~~number of options and shares of restricted stock held by Mr. Schwertfeger~~executive committee acts as ~~of July 19, 2007, without regard~~pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to ~~any deductions for withholding taxes, his options and restricted stock are valued at $118,621,561.61 and $29,405,661.18, respectively.~~the

2212

~~Mr. Schwertfeger has an employment agreement~~payments described above, the Lead Independent Director received $25,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee received $7,500 and the chairperson of the nominating and governance committee received $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also received a fee of $2,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses were allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund. The Board Member affiliated with Nuveen which provides for certain payments to Mr. Schwertfeger if his employment is terminated under the circumstances described in such agreement. The appointment of another individual to serve as Chief Executive Officer of Nuveen effective July 1, 2007 gives Mr. Schwertfeger a basis to terminate his employment agreement and the ~~right~~Adviser serves without any compensation from the Funds.

Effective January 1, 2008, for all funds in the Nuveen complex, Independent Board Members receive a $100,000 annual retainer plus (a) a fee of $3,250 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,500 per meeting for attendance in person where such in-person attendance is required and $1,500 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $2,000 per meeting for attendance in person or $1,500 per meeting for by telephone at an audit committee meeting; (d) a fee of $2,000 per meeting for attendance at a regularly scheduled compliance, risk management and regulatory oversight committee meeting for regular quarterly meetings and $1,000 per meeting for attendance of other, non-quarterly meetings; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the dividend committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings, $1,000 for attendance at shareholder meetings, on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to ~~receive~~ the payments described ~~therein. Windy City~~above, the Independent Chairman receives $50,000 and ~~Mr. Schwertfeger have informed~~the Lead Independent Director, if any, receives $35,000, the chairpersons of the audit committee and the compliance, risk management and regulatory oversight committee receive $7,500 and the chairperson of the nominating and governance committee receives $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also receive a fee of $2,500 per day for site visits to entities that provide services to the Nuveen ~~that they have reached an agreement~~funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the nominating and governance committee will at the time of formation determine compensation to be paid to the members of such committee, however, in ~~principle under which Mr. Schwertfeger would waive his rights~~ general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount

to ~~terminate his employment agreement~~be allocated to each fund. The Board Member affiliated with Nuveen and ~~Windy City would permit Mr. Schwertfeger to purchase equity of Windy City after~~ the ~~Transaction.~~Adviser serves without any compensation from the Funds.

~~If Mr. Schwertfeger’s employment were to be terminated immediately following~~The boards of certain Nuveen funds (the “Participating Funds”) established a Deferred Compensation Plan for Independent Board Members (“Deferred Compensation Plan”). Under the ~~completion~~Deferred Compensation Plan, Independent Board Members of the ~~Transaction~~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.

The table below shows, for each Independent Board Member, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and ~~assuming that~~(ii) paid (including deferred fees) for service on the ~~Transaction were to be completed on October 1, 2007, he would be entitled to severance payments totaling $54,908,238.~~boards of the Nuveen open-end and closed-end funds managed by the Adviser for the last fiscal year.


Aggregate Compensation from the Funds⁽²⁾

	Robert P.		Jack B.		William C.		David J.		William J.		Judith M.		Carol E.		Terence J.
Fund	Bremner		Evans		Hunter		Kundert		Schneider		Stockdale		Stone		Toth⁽¹⁾



Municipal Value	$	5,476	$	5,187	$	4,225	$	4,464	$	5,268	$	4,411	$	3,098	$	0
Municipal Income		241		228		179		204		220		191		137		0
Premium Income		4,063		3,848		3,135		3,312		3,908		3,272		2,298		0
Performance Plus		3,848		3,645		2,969		3,137		3,701		3,099		2,177		0
Municipal Advantage		2,817		2,669		2,174		2,297		2,710		2,269		1,594		0
Municipal Market Opportunity		2,922		2,768		2,255		2,382		2,811		2,353		1,653		0
Investment Quality		2,327		2,204		1,795		1,897		2,238		1,874		1,315		0
Select Quality		2,191		2,075		1,690		1,786		2,107		1,764		1,240		0
Quality Income		3,492		3,307		2,694		2,846		3,358		2,812		1,976		0
Premier Municipal		1,281		1,214		989		1,044		1,233		1,032		725		0
Premium Income 2		2,652		2,512		2,046		2,162		2,552		2,136		1,499		0
Premium Income 4		2,516		2,384		1,942		2,052		2,421		2,027		1,424		0
Dividend Advantage		2,445		2,316		1,886		1,993		2,352		1,969		1,383		0
Dividend Advantage 2		1,877		1,778		1,448		1,530		1,805		1,512		1,064		0
Dividend Advantage 3		2,539		2,405		1,959		2,070		2,442		2,045		1,437		0
Municipal High Income		1,436		1,361		1,108		1,171		1,382		1,157		814		0
Municipal High Income 2		—		—		—		—		—		—		—		0
Select Maturities		356		329		265		313		325		288		269		0
Select Portfolio		662		602		437		467		515		512		510		0
Select Portfolio 2		704		641		465		497		548		545		543		0
Select Portfolio 3		513		467		339		362		399		397		396		0
California Portfolio		252		229		166		178		196		195		194		0
New York Portfolio		153		139		101		108		119		118		118		0
Total Compensation from Nuveen Funds Paid to Board Members/Nominees		211,021		197,515		141,321		153,806		166,518		170,565		164,000		0

If(1) In April 2008, Mr. ~~Schwertfeger were~~Toth was appointed to ~~retire on October 1, 2007, under Nuveen’s Retirement Plan and Excess Benefit Retirement Plan, the present value of his early retirement benefits would be $4,691,653.~~each Fund’s Board effective June 30, 2008.


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



	Robert P.		Jack B.		William C.		David J.		William J.		Judith M.		Carol E.		Terence J.
Fund	Bremner		Evans		Hunter		Kundert		Schneider		Stockdale		Stone		Toth



Municipal Value	$	854	$	1,334	$	4,225	$	4,464	$	5,268	$	2,233	$	0	$	0
Municipal Income		—		—		—		—		—		—		0		0
Premium Income		633		990		3,135		3,312		3,908		1,657		0		0
Performance Plus		600		937		2,969		3,137		3,701		1,569		0		0
Municipal Advantage		439		686		2,174		2,297		2,710		1,149		0		0
Municipal Market Opportunity		455		712		2,255		2,382		2,811		1,192		0		0
Investment Quality		363		567		1,795		1,897		2,238		949		0		0
Select Quality		341		533		1,690		1,786		2,107		893		0		0
Quality Income		544		850		2,694		2,846		3,358		1,424		0		0
Premier Municipal Income		200		312		989		1,044		1,233		523		0		0
Premium Income 2		413		646		2,046		2,162		2,552		1,082		0		0
Premium Income 4		392		613		1,942		2,052		2,421		1,026		0		0
Dividend Advantage		381		595		1,886		1,993		2,352		997		0		0
Dividend Advantage 2		293		457		1,448		1,530		1,805		765		0		0
Dividend Advantage 3		396		618		1,959		2,070		2,442		1,036		0		0
Municipal High Income Opportunity		224		350		1,108		1,171		1,382		586		0		0
Municipal High Income Opportunity 2		—		—		—		—		—		—		0		0
Select Maturities		—		—		—		—		—		—		0		0
Select Tax-Free Income Portfolio		86		133		437		467		515		211		0		0
Select Tax-Free Income Portfolio 2		92		141		465		497		548		224		0		0
Select Tax-Free Income Portfolio 3		67		103		339		362		399		163		0		0
California Select Tax-Free Income Portfolio		33		51		166		178		196		80		0		0
New York Select Tax-Free Income Portfolio		20		31		101		108		119		49		0		0

~~Shareholder Approval~~Committees

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

Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve as current members of the executive committee of each Fund. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, is limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) and (ii) matters of an administrative or ministerial nature. The number of executive committee meetings of each Fund held during its last fiscal year is shown in Appendix B.

Jack B. Evans, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, are current members of the dividend committee of each Fund. The dividend committee is authorized to declare distributions on the Fund’s shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The number of dividend committee meetings of each Fund held during its last fiscal year is shown in Appendix B.

William C. Hunter, William J. Schneider, Chair, Judith M. Stockdale and Carole E. Stone are current members of the compliance, risk management and regulatory oversight committee of each Fund. The compliance, risk management and regulatory oversight committee is responsible for the oversight of compliance issues, risk management, and other regulatory matters affecting the Funds which are not otherwise the jurisdiction of the other Board committees. The number of compliance, risk management and regulatory oversight committee meetings of each Fund held during its last fiscal year is shown in Appendix B.

Each Fund’s Board has an audit committee, in accordance with ~~respect~~Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to ~~a particular Fund,~~closed-end funds of the New ~~Investment Management Agreement must be~~York Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner, Jack B. Evans, Chair, David J. Kundert and William J. Schneider are current members of the audit committee of each Fund. The audit committee is responsible for the oversight and monitoring of (1) the accounting and reporting policies, procedures and practices and the audit of the financial statements of the Funds (2) the quality and integrity of the financial statements of the Funds and (3) the independent registered public accounting firm’s qualifications, performance and independence. The audit committee reviews the work and any recommendations of the Funds’ independent registered public accounting firm. Based on such review, it is authorized to make recommendations to the Board. The audit committee is also responsible for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The Boards have adopted a written Audit Committee Charter that conforms to the listing standards of the New York Stock Exchange and American Stock Exchange. A copy of the Audit Committee Charter is attached to the proxy statement as Appendix C. The number of audit committee meetings of each Fund held during its last fiscal year is shown in Appendix B.

Each Fund has a nominating and governance committee that is composed entirely of Independent Board Members who are also “independent” as defined by New York Stock

Exchange or American Stock Exchange listing standards, as applicable. Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale and Carole E. Stone are current members of the nominating and governance committee of each Fund. The purpose of the nominating and governance committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to each Fund’s Board. In addition, the committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable. The committee operates under a written charter adopted and approved by the Boards of each Fund, a ~~vote~~copy of ~~a majority~~which is available on the Funds’ website at www.nuveen.com/etf/products/fundGovernance.aspx. The number of nominating and governance committee meetings of each Fund held during its last fiscal year is shown in Appendix B.

The nominating and governance committee looks to many sources for recommendations of qualified candidates, including current Board Members, employees of the ~~outstanding voting securities~~Adviser, current shareholders of the ~~Fund, with~~Funds, third party sources and any other persons or entities that may be deemed necessary or desirable by the ~~Common and Preferred shareholders voting together as a single class for those Funds that issued Preferred Shares. The “vote of a majority~~committee. Shareholders of the ~~outstanding voting securities”~~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~~Act) in relation to the Fund and such other information that would be helpful to the nominating and governance committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the chairman of the nominating and governance committee and the outside counsel to the Independent Board Members. Recommendations for candidates to the Board will be evaluated in light of whether the number of Board members is expected to change and whether the Board expects any vacancies. All nominations from Fund shareholders will be acknowledged, although there may be times when the committee is not actively recruiting new Board members. In those circumstances nominations will be kept on file until active recruitment is under way.

The nominating and governance committee sets appropriate standards and requirements for nominations to the Board. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as an Independent Board Member candidate, independence from the Adviser or other service providers. These experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills and experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by committee members. The committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. There is no difference in the manner in which the nominating and governance committee evaluates candidates when the candidate is submitted by a shareholder. The nominating and governance committee

reserves the right to make the final selection regarding the nomination of any prospective Board member.

Effective July 1, 2008, Mr. Schwertfeger will no longer serve as a member on any of the committees. Effective July 1, 2008, Mr. Kundert will serve as the ~~lesser~~chair of the ~~vote~~executive committee of ~~(i) 67% or more~~each Fund. Mr. Toth will serve as a member of the ~~shares~~dividend and the nominating and governance committees of each Fund and Mr. Amboian will serve as a member of the executive committee of each Fund.

The Independent Board Members of each Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shareshave appointed Robert P. Bremner as their Lead Independent Director. The role of the ~~Fund entitled~~Lead Independent Director is one of coordination and assuring the appropriate, effective and efficient functioning of the Board and the Board processes. Specific responsibilities may include organizing and leading Independent Board Member sessions, facilitating and ensuring an appropriate level of communication among the Independent Board Members, leading the assessment of the Board’s effectiveness, and working with the Adviser’s staff and outside counsel on board meeting agendas, board material and workshops for Independent Board Members to ~~vote thereon. Each New Investment Management Agreement was approved~~ensure that the priorities of the Independent Board Members are addressed. Effective June 30, 2008, Mr. Bremner has been appointed Chairman of the Board and will no longer serve as the Lead Independent Director.

The number of regular quarterly meetings and special meetings held by the Board of each Fund during the ~~respective Fund after consideration~~Fund’s last fiscal year is shown in Appendix B. During the last fiscal year, each Board Member attended 75% or more of ~~all factors~~each Fund’s Board meetings and the committee meetings (if a member thereof) held during the period for which ~~it determined~~such Board Member was a Board Member. The policy of the Board relating to ~~be relevant to its deliberations, including those discussed above. The~~attendance by Board Members at annual meetings of the Funds and the number of Board Members who attended the last annual meeting of shareholders of each Fund ~~also determined~~is posted on the Funds’ website at www.nuveen.com/etf/products/fundgovernance.aspx.

The Officers

The following table sets forth information with respect to ~~submit~~each officer of the ~~Fund’s New Investment Management Agreement for consideration~~Funds. Officers receive no compensation from the Funds. The officers are elected by the ~~shareholders of the Fund.~~Board on an annual basis to serve until successors are elected and qualified.



				Number of
	Position(s)	Term of Office and		Portfolios in Fund
Name, Address	Held	Length of Time	Principal Occupation(s)	Complex Served by
and Birthdate	with Fund	Served⁽¹⁾	During Past 5 Years	Officer


Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 (9/9/56)	Chief Administrative Officer	Term: Annual Length of Service: Since 1988	Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President of Nuveen Investments, LLC; Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President of Nuveen Asset Management; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investment Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. and Symphony Asset Management LLC (since 2003); Assistant Secretary, Santa Barbara Asset Management LLC (since 2006); previously, Managing Director (from 2002-2004), General Counsel and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.⁽²⁾; Chartered Financial Analyst.		185
Williams Adams IV 333 West Wacker Drive Chicago, IL 60606 (6/9/55)	Vice President	Term: Annual Length of Service: Since 2007	Executive Vice President, U.S. Structured Products of Nuveen Investments, LLC, (since 1999), prior thereto, Managing Director of Structured Investments.		120
Cedric H. Antosiewicz 333 West Wacker Drive Chicago, IL 60606 (1/11/62)	Vice President	Term: Annual Length of Service: Since 2007	Managing Director, (since 2004), previously, Vice President (1993-2004) of Nuveen Investments LLC.		120

~~The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR approval of the New Investment Management Agreement.~~
Number of
Position(s)
Term of Office and
Portfolios in Fund
Name, Address
Held
Length of Time
Principal Occupation(s)
Complex Served by
and Birthdate with Fund Served⁽¹⁾ During Past 5 Years Officer
Michael T. Atkinson 333 West Wacker Drive Chicago, IL 60606 (2/3/66) Vice President and Assistant Secretary Term: Annual Length of Service: Since 2002 Vice President (since 2002), formerly Assistant Vice President, formerly, Associate of Nuveen Investments, LLC. 185
Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 (5/31/54) Vice President and Controller Term: Annual Length of Service: Since 1993 Vice President (since 1993) and Funds Controller (since 1998) of Nuveen Investments, LLC; Vice President (since 1998), formerly, Funds Controller of Nuveen Investments, Inc.; Certified Public Accountant. 185
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 (2/24/70) Chief Compliance Officer and Vice President Term: Annual Length of Service: Since 2003 Senior Vice President (since 2008) formerly, Vice President (2006-2008), formerly, Assistant Vice President and Assistant General Counsel of Nuveen Investments, LLC; Vice President (since 2006) and Assistant Secretary (since 2003) of Nuveen Asset Management; formerly, Assistant Vice President and Assistant Secretary of the Nuveen Funds (2003-2006). 185
David J. Lamb 333 West Wacker Drive Chicago, IL 60606 (3/22/63) Vice President Term: Annual Length of Service: Since 2000 Vice President of Nuveen Investments, LLC (since 2000); Certified Public Accountant. 185
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 (8/27/61) Vice President Term: Annual Length of Service: Since 2002 Vice President of Nuveen Investments, LLC (since 1999). 185
21



				Number of
	Position(s)	Term of Office and		Portfolios in Fund
Name, Address	Held	Length of Time	Principal Occupation(s)	Complex Served by
and Birthdate	with Fund	Served⁽¹⁾	During Past 5 Years	Officer


Larry W. Martin 333 West Wacker Drive Chicago, IL 60606 (7/27/51)	Vice President and Assistant Secretary	Term: Annual Length of Service: Since 1988	Vice President, Assistant Secretary and Assistant General Counsel of Nuveen Investments, LLC; Vice President, Assistant General Counsel and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC. (since 2002); and Symphony Asset Management LLC (since 2003); formerly, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.⁽²⁾		185



				Number of
	Position(s)	Term of Office and		Portfolios in Fund
Name, Address	Held	Length of Time	Principal Occupation(s)	Complex Served by
and Birthdate	with Fund	Served⁽¹⁾	During Past 5 Years	Officer


Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 (3/26/66)	Vice President and Secretary	Term: Annual Length of Service: Since 2007	Managing Director (since 2008), Vice President (since 2007), Nuveen Investments, LLC; Managing Director (since 2008), Vice President and Assistant Secretary, (since 2007) Nuveen Asset Management, Rittenhouse Asset Management, Inc., Nuveen Investment Advisers Inc., Nuveen Investment Institutional Services Group LLC, NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, Nuveen HydePark Group, LLC and Richards & Tierney, Inc.; Vice President and Assistant General Counsel, Nuveen Investments, Inc. (since 2007); prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).		185
John V. Miller 333 West Wacker Drive Chicago, IL 60606 (4/10/67)	Vice President	Term: Annual Length of Service: Since 2007	Managing Director (since 2007), formerly, Vice President (2002-2007) of Nuveen Investments, LLC; Chartered Financial Analyst		185

Christopher M. Rohrbacher 333 West Wacker Drive Chicago, IL 60606 (8/1/71)	Vice President and Assistant Secretary	Term: Annual Length of Service: Since 2008	Vice President, Nuveen Investments, LLC (since 2008); Vice President and Assistant Secretary, Nuveen Asset Management (since 2008); prior thereto, Associate, Skadden, Arps, Slate, Meagher & Flom LLP (2002-2008)		185
James F. Ruane 333 West Wacker Drive Chicago, IL 60606 (7/3/62)	Vice President and Assistant Secretary	Term: Annual Length of Service: Since 2007	Vice President, Nuveen Investments (since 2007); prior thereto, Partner, Deloitte & Touche USA LLP (since 2005), formerly, senior tax manager (since 2002).		185



				Number of
	Position(s)	Term of Office and		Portfolios in Fund
Name, Address	Held	Length of Time	Principal Occupation(s)	Complex Served by
and Birthdate	with Fund	Served⁽¹⁾	During Past 5 Years	Officer


Mark Winget 333 West Wacker Drive Chicago, IL 60606 (12/21/68)	Vice President and Assistant Secretary	Term: Annual Length of Service: Since 2008	Vice President, Nuveen Investments, LLC (since 2008); Vice President and Assistant Secretary, Nuveen Asset Management (since 2008); Vice President and Assistant General Counsel, Nuveen Investments, Inc. (since 2008); prior thereto, Counsel, Vedder Price P.C. (1997-2007).		185


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

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

~~Ratification~~Approval of ~~Independent Registered Public Accounting Firm~~the Elimination of Fundamental Investment Policies and Approval of New Fundamental Policies for Municipal Value, Municipal Income, Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premium Income 2, Premium Income 4, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Municipal High Income, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio

Municipal Value, Municipal Income, Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premium Income 2, Premium Income 4, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Municipal High Income, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio (the “Affected Funds”) have adopted certain fundamental investment policies relating to (i) investments in municipal securities and below investment grade securities, (ii) investments in other investment companies and (iii) investments in derivatives, as described below (together, the “Current Fundamental Policies,” and each, a “Current Fundamental Policy”), that can only be changed by shareholder vote. The Current Fundamental Policies adopted by the Affected Funds reflected industry and other market conditions present at the time of the inception of each Fund.

Nuveen’s municipal closed-end funds are seeking to adopt a uniform, “up to date” set of investment policies (the “New Investment Policies”). In general, the funds currently have a somewhat diverse set of policies, reflecting when the funds were launched over the past 20 years as well as developments over time in the municipal market, including new types of

securities as well as investment strategies. The potential benefits to you as a fund shareholder of the New Investment Policies are:

- Enhanced ability of the Affected Funds to generate attractive levels of tax-exempt income, while retaining the Affected Funds’ orientation on investment grade quality municipal securities;

- Increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the preservation and possible growth of capital, which if successful will help to sustain and build common shareholder net asset value and asset coverage levels for preferred shares; and

- Improved secondary market competitiveness which may benefit common shareholders through higher relative market priceand/or stronger premium/discount performance.

In order to implement the New Investment Policies, each Affected Fund must make certain changes to its existing policies, including certain fundamental policies that require your vote of approval. In some cases, this may require your separate votes to approve the elimination of a Current Fundamental Policy as well as the implementation of a new, replacement fundamental policy (together, the “New Fundamental Policies” and each, a “New Fundamental Policy”). Because each Affected Fund tends to be situated somewhat differently, the specific changes required to implement the New Investment Policies often vary from fund to fund.

The primary purposes of these changes are to provide the Affected Funds with increased investment flexibility and to create consistent investment policies for all Nuveen municipal bond funds to promote operational efficiencies. Implementation of the New Fundamental Policies is contingent on shareholder approval of the elimination of the Current Fundamental Policies.

The Board has unanimously approved, and unanimously recommends the approval by shareholders of each Affected Fund, the elimination of the Current Fundamental Policies of the Affected Funds. In connection with eliminating the Current Fundamental Policies, the Board unanimously approved, and unanimously recommends the approval by shareholders of each Affected Fund, the New Fundamental Policies, described below. In addition, the Board has approved certain new non-fundamental policies, described below (the “New Non-Fundamental Policies”).


(a)	Elimination of Fundamental Policies Relating to Investments in Municipal Securities and Below Investment Grade Securities

The ~~Independent Board Members~~Current Fundamental Policies with respect to each Affected Fund’s investments in municipal securities and the ability to invest in below investment grade securities that are proposed to be eliminated are as follows:

Municipal Value

(1) The Fund will, as a fundamental policy, invest 100% of ~~each Fund’s Board have unanimously selected Ernst~~its net assets in tax-exempt Municipal Obligations, of which 80% will be Municipal Obligations rated at the

time of purchase within the four highest grades (Baa or BBB or better) by Moody’s Investors Service, Inc. (“Moody’s”) or Standard & ~~Young LLP~~Poor’s Corporation (“~~E&Y”~~S&P”) as.

(2) The Fund may invest up to 20% of its net assets in unrated Municipal Obligations or in Municipal Obligations rated lower than the four highest grades, but no more than half of this amount (10% of the Fund’s ~~independent registered public accounting firm to audit~~net assets) will be invested in such lower rated Municipal Obligations. The Fund will only invest in unrated Municipal Obligations which, in the books and records of each Fund for each Fund’s current fiscal year. The selection of E&Y as the independent registered public accounting firm of each Fund is being submitted to the shareholders for ratification, which requires the affirmative vote of a majorityopinion of the ~~shares~~Adviser, have credit characteristics equivalent to Obligations rated Baa or BB or better. The Fund will not invest in any rated Municipal Obligations that are rated lower than Ba by Moody’s or BB by S&P at the time of purchase.

Municipal Income

(1) Except during temporary defensive periods, the Fund will, as a fundamental policy, invest 100% of its net assets in tax-exempt Municipal Obligations, of which 75% will be Municipal Obligations rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”), or unrated Municipal Obligations which, in the opinion of the ~~Fund present and entitled~~Adviser, have credit characteristics equivalent to, ~~vote on the matter. A representative of E&Y is expected to be present at the Meeting~~ and will be ~~available~~comparable quality to, ~~respond~~Obligations rated within the four highest grades by Moody’s or S&P, provided that the Fund may not invest more than 10% of its net assets in such unrated Municipal Obligations.

(2) The Fund may invest up to ~~any appropriate questions and to make a statement if he~~25% of its net assets in Municipal Obligations rated Ba or ~~she wishes. E&Y has informed each Fund~~B by Moody’s or BB or B by S&P at the time of purchase, or in unrated Municipal Obligations that, ~~it has no direct or indirect material financial interest~~ in the ~~Funds,~~Adviser’s opinion, have credit characteristics equivalent to Obligations so rated, provided that no more than 10% of the Fund’s net assets may be invested in Municipal Obligations rated B by Moody’s or B by S&P, or their unrated equivalents. The Fund will not invest in Municipal Obligations that are not rated at least B by either Moody’s or S&P.

Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premium Income 2 and Premium Income 4

(1) Except to the extent that the Fund buys temporary investments, the Fund will, as a fundamental policy, invest substantially all of its assets (more than 80%) in tax-exempt municipal bonds that are rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s or Standard & Poor’s, except that the Fund may invest up to 20% of its assets in unrated municipal bonds which, in Nuveen Advisory’s opinion, have credit characteristics equivalent to, and are of comparable quality to, municipal bonds so rated.

Dividend Advantage

(1) The Fund will invest its net assets in a diversified portfolio of municipal bonds that are exempt from regular Federal income tax. Under normal market conditions, and except for the temporary investments described below, the Fund expects to be fully invested (at least 95% of its assets) in such tax-exempt municipal bonds.

(2) The Fund will invest at least 80% of its net assets in investment grade quality municipal bonds rated as such at the time of investment. Investment grade quality means that such bonds are rated within the four highest grades (Baa or BBB or better) by Moody’s, S&P or Fitch or are unrated but judged to be of comparable quality by Nuveen Advisory.

(3) The Fund may invest up to 20% of its net assets in municipal bonds that are, at the time of investment, rated Ba/BB or B by Moody’s, S&P or Fitch or that are unrated but judged to be of comparable quality by Nuveen Advisory.

Dividend Advantage 2 and Dividend Advantage 3

(1) Under normal market conditions, the Fund will invest its net assets in a portfolio of municipal bonds that are exempt from regular federal income taxes. Under normal market conditions, the Fund expects to be fully invested (at least 95% of its assets) in such tax-exempt municipal bonds.

Municipal High Income

(1) Under normal circumstances, the Fund may not invest less than 80% of the Fund’s net assets (plus any borrowings for investment purposes) in investments the income from which is exempt from regular federal income tax.

Select Maturities

(1) Except to the extent the Fund invests in temporary investments, as described below, the Fund will invest all of its assets in tax-exempt Municipal Obligations with effective remaining maturities of fifteen years or less rated at the time of purchase within the four highest grades (Baa/BBB or higher) by Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”), or in unrated Municipal Obligations which, in the opinion of the Adviser, have credit characteristics equivalent to, and will be of comparable quality to, Municipal Obligations rated within the four highest grades by Moody’s or S&P, provided that the Fund may not invest more than 20% of its assets in such unrated Municipal Obligations.

(2) The Fund will not invest in any ~~other investment management company sponsored~~rated Municipal Obligations that are rated lower than Baa by ~~Nuveen.~~Moody’s or BBB by S&P at the time of purchase.

Select Portfolio, Select Portfolio 2 and Select Portfolio 3

(1) Except to the extent the Trust invests in temporary investments as described below, the Trust will, as a fundamental policy, invest substantially all (at least 80%) of its assets in tax-exempt Municipal Obligations rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”), or in unrated Municipal Obligations which, in the opinion of the Adviser, have credit characteristics equivalent to and will be of comparable quality to, Municipal Obligations rated within the four highest grades by Moody’s or S&P, provided that the Trust may not invest more than 20% of its assets in such unrated Municipal Obligations.

2327

California Portfolio and New York Portfolio

(1) The Fund will seek to achieve its investment objective by investing substantially all of its assets in a diversified portfolio of [California/New York] long-term investment grade municipal obligations which are judged by NIAC to represent the best long-term values among those municipal obligations that satisfy the Fund’s credit quality standards.

(2) The Fund will only purchase municipal obligation rated within the four highest grades (BBB or Baa or better as rated by S&P or Moody’s, respectively), except that up to 20% of the Fund’s assets may be invested in unrated municipal obligations which, in the judgment of NIAC, are of comparable quality to those so rated.

(3) It is currently anticipated that NIAC will emphasize investments in municipal obligations that (1) are rated within the three highest investment grades by Moody’s or S&P and (2) on average, may not be redeemed at the option of the issuer thereof for approximately seven to eight years from the date of purchase by the Insured Fund.


(b)	Approval of New Fundamental Policies Relating to Investments in Municipal Securities

The following New Fundamental Policies will replace each Affected Fund’s Current Fundamental Policy (1) referenced in 2(a) above. Implementation of the following New Fundamental Policy by each Affected Fund is contingent on shareholder approval of the elimination of each Affected Fund’s Current Fundamental Policy. The proposed New Fundamental Policy with respect to each Fund’s investments in municipal securities is as follows:

All Affected Funds except Select Maturities, California Portfolio and New York Portfolio

Select Maturities

Under normal circumstances, the Fund will invest at least 80% of its net assets, including assets attributable to any principal amount of any borrowings (including the issuance of commercial paper or notes) or any preferred shares outstanding (“Managed Assets”) in municipal securities and other related investments, the income from which is exempt from regular federal income tax. Under normal circumstances, the Fund will invest at least 80% of its Managed Assets in municipal securities with effective remaining maturities of fifteen years or less at the time of purchase.

California Portfolio

Assets”) in municipal securities and other related investments, the income from which is exempt from regular federal and California income taxes.

New York Portfolio

In addition, with respect to each Fund’s ability to invest in below investment grade securities, the Board has adopted New Non-Fundamental Policies to be implemented upon the elimination of the Current Fundamental Policies described in 2(a) above. The New Non-Fundamental Policies relating to investing in below investment grade securities are as follows:

All Affected Funds except Municipal High Income, Dividend Advantage 2 and Dividend Advantage 3

Under normal circumstances, the Fund will invest at least 80% of its Managed Assets in investment grade securities that, at the time of investment, are rated within the four highest grades (Baa or BBB or better) by at least one nationally recognized statistical rating organization or are unrated but judged to be of comparable quality by the Fund’s investment adviser (“NAM”).

The Fund may invest up to 20% of its Managed Assets in municipal securities that at the time of investment are rated below investment grade or are unrated but judged to be of comparable quality by NAM.

No more than 10% of the Fund’s Managed Assets may be invested in municipal securities rated below B3/B- or that are unrated but judged to be of comparable quality by NAM.

Related to these changes, the Board of each Affected Fund has also amended and standardized the description of “municipal securities” or “municipal obligations” that an Affected Fund may invest in to include various types of municipal securities. The new description, tailored as appropriate to each Affected Fund, generally provides:

The Fund may invest in various municipal securities, including municipal bonds and notes, other securities issued to finance and refinance public projects, and other related securities and derivative instruments creating exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from federal [and [Name of State]] income tax[es] (“Municipal Obligations”). Municipal Obligations are generally debt obligations issued [by state and local governmental entities and may be issued by U.S. territories] to finance or refinance public projects such as roads, schools, and water supply systems. Municipal Obligations may also be issued for private activities, such as housing, medical and educational facility construction, or for privately owned transportation, electric utility and pollution control projects. Municipal Obligations may be issued on a long term basis to provide permanent financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source including project revenues,

which may include tolls, fees and other user charges, lease payments, and mortgage payments. Municipal Obligations may also be issued to finance projects on a short term interim basis, anticipating repayment with the proceeds on long term debt. Municipal Obligations may be issued and purchased in the form of bonds, notes, leases or certificates of participation; structured as callable or non-callable; with payment forms including fixed coupon, variable rate, zero coupon, capital appreciation bonds, tender option bonds, and residual interest bonds or inverse floating rate securities; or acquired through investments in pooled vehicles, partnerships or other investment companies. Inverse floating rate securities are securities that pay interest at rates that vary inversely with changes in prevailing short-term tax-exempt interest rates and represent a leveraged investment in an underlying municipal security, which may increase the effective leverage of the Fund.


(c)	Elimination of the Fundamental Policy Relating to Investing in Other Investment Companies

The Current Fundamental Policies relating to investments in other investment companies that are proposed to be eliminated are as follows:

Municipal Value

The Fund may not invest in securities other than Municipal Obligations and temporary investments, as described in “Investment Objective and Policies — Portfolio Investments.”

Municipal Income

The Fund may not invest in securities other than Municipal Obligations and temporary investments, as those terms are defined herein.

Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premium Income 2 and Premium Income 4

The Fund may not invest in securities other than Municipal Obligations and temporary investments as described under “Investment Objectives and Policies — Portfolio Investments.”

Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio

The Fund may not invest in securities other than Municipal Obligations and temporary investments, as described in “Investment Objective and Policies.”

In addition, with respect to each Fund’s ability to invest in other investment companies, the Board has adopted a New Non-Fundamental Policy to be implemented upon the elimination of that Affected Fund’s Current Fundamental Policy relating to investments in other investment

companies. The proposed New Non-Fundamental Policy relating to investments in other investment companies is as follows:

The Fund may invest up to 10% of its Managed Assets in securities of other open- or closed-end investment companies (including exchange-traded funds (often referred to as “ETFs”)) that invest primarily in municipal securities of the types in which the Fund may invest directly.


(d)	Elimination of Fundamental Policies Relating to Derivatives, Short Sales and Commodities

The Current Fundamental Policies relating to derivatives, short sales and commodities that are proposed to be eliminated are as follows:

Municipal Value

(1) The Fund may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, except to the extent that the purchase of a standby commitment may be considered the purchase of a put, and except for transactions involving options within the limits described under “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”

(2) The Fund may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts within the limits described under “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”

Municipal Income

(2) The Fund may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts within the limits described herein.

Premium Income

(1) The Fund may not make short sales of securities or purchase any securities on margin (except for such short-term credits as are necessary for the clearance of transactions), or write or purchase put or call options, except for transactions involving options within the limits described under “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”

(2) The Fund may not purchase financial futures and options except within the limits described in “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”

(3) The Fund may not purchase or sell commodities or commodities contracts, except for transactions involving futures contracts within the limits described under “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”

Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premium Income 2 and Premium Income 4

(2) The Fund may not purchase financial futures and options except within the limits described in “Certain Trading Strategies of the Fund — Financial Futures and Options Transactions.”

Select Maturities

(2) The Fund may not purchase financial futures and options.

(3) The Fund may not purchase or sell commodities or commodity contracts.

Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio

(2) The Fund may not purchase or sell futures contracts or options on futures.

In connection with the elimination of the Current Fundamental Policies relating to derivatives and short sales; the Board has adopted the following New Non-Fundamental Policies for each of the above Affected Funds. The New Non-Fundamental Policies are contingent on shareholder approval of the elimination of that Affected Fund’s Current Fundamental

Policies with respect to derivatives and short sales. The New Non-Fundamental Polices are as follows:

(1) The Fund may invest in derivative instruments in pursuit of its investment objectives. Such instruments include financial futures contracts, swap contracts (including interest rate and credit default swaps), options on financial futures, options on swap contracts, or other derivative instruments. NAM uses derivatives to seek to enhance return, to hedge some of the risks of its investments in fixed income securities or as a substitute for a position in the underlying asset.

(2) The Fund may not sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.

(3) The Fund may not enter in futures contracts or related options or forward contracts, if more than 30% of the Fund’s net assets would be represented by futures contracts or more than 5% of the Fund’s net assets would be committed to initial margin deposits and premiums on futures contracts and related options.


(e)	Approval of New Fundamental Policy Relating to Commodities

It is proposed that each of the Affected Funds referenced in 2(d) above adopt a New Fundamental Policy with respect to commodities. The adoption of the following New Fundamental Policy for each of those Affected Funds other than Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio is contingent on shareholder approval of the elimination of that Affected Fund’s Current Fundamental Policy with respect to commodities. The proposed New Fundamental Policy is as follows:

The Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts, derivative instruments or from investing in securities or other instruments backed by physical commodities).

Board Recommendation

The Board believes that eliminating the Current Fundamental Policies and adopting the New Investment Policies gives the Adviser flexibility to rapidly respond to continuing developments in the municipal market and would enhance the portfolio managers’ ability to meet each Affected Fund’s investment objective. In addition, the Board believes that the proposed changes will create consistent investment policies for all Nuveen municipal bond funds and will help to promote operational efficiencies.

The Board of Trustees recommends that shareholders of each Affected Fund vote to approve the elimination of each Current Fundamental Policy and vote to approve each New Fundamental Policy.

Audit Committee Report

The audit committee of each Board is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audit of the financial statements, of each Fund, and (2) the quality and integrity of the Fund’s financial statements, and (3) the independent registered public accounting firm’s qualifications, performance and independence. In its oversight capacity, the committee reviews each Fund’s annual financial statements with both management and the independent registered public accounting firm and the committee meets periodically with the independent registered public accounting firm and internal auditors to consider their evaluation of each Fund’s financial and internal controls. The committee also selects, retains, evaluates and may replace each Fund’s independent registered public accounting firm. The committee is currently composed of five Board Members and operates under a written charter adopted and approved by each Board, a copy of which is attached as Appendix C. Each committee member meets the independence and experience requirements, as applicable, of the New York Stock Exchange, American Stock Exchange, Section 10A of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission.

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

Based on the committee’s review and discussions with management and the independent registered public accounting firm, the representations of management and the report of the independent registered public accounting firm to the committee, the committee has recommended that the Boards include the audited financial statements in each Fund’s Annual Report.

The current members of the committee are:

Robert P. Bremner

Jack B. Evans

David J. Kundert

William J. Schneider

Audit and Related Fees. The following tables provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered ~~public~~ accounting firm for engagements directly related to the operations and financial reporting of each Fund, including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund (“(‘‘Adviser Entities”).

Audit Fees⁽¹⁾ Audit Related Fees⁽²⁾ Tax Fees⁽³⁾ All Other Fees⁽⁴⁾
Adviser and
Adviser and
Adviser and

Fund Fund Adviser Entities Fund Adviser Entities Fund Adviser Entities
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal

Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year

Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended

2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007

Select Maturities $ 9,192 $ 9,674 $ 0 $ 0 $ 0 $ 0 $ 405 $ 0 $ 2,400 $ 0 $ 0 $ 0 $ 0 $ 0
Select Portfolio 12,030 12,684 0 0 0 0 410 0 2,400 0 0 0 0 0
Select Portfolio 2 12,400 13,103 0 0 0 0 410 0 2,400 0 0 0 0 0
Select Portfolio 3 10,680 11,265 0 0 0 0 407 0 2,400 0 0 0 0 0
California Portfolio 8,327 8,778 0 0 0 0 404 0 2,400 0 0 0 0 0
New York Portfolio 7,432 7,825 0 0 0 0 402 0 2,400 0 0 0 0 0

Audit Fees⁽¹⁾ Audit Related Fees⁽²⁾ Tax Fees⁽³⁾ All Other Fees⁽⁴⁾
Adviser and
Adviser and
Adviser and

Fund Fund Adviser Entities Fund Adviser Entities Fund Adviser Entities
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal

Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year

Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended

2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007

Municipal Value $ 55,927 $ 55,196 $ 0 $ 0 $ 0 $ 0 $ 400 $ 500 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Municipal Income 8,250 8,701 0 0 0 0 400 500 0 0 0 0 0 0
Premium Income 43,097 45,546 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Performance Plus 41,290 43,427 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Municipal Advantage 31,881 33,523 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Municipal Market Opportunity 32,827 34,515 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Investment Quality 27,370 28,799 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Select Quality 26,123 27,449 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Quality Income 38,044 39,998 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Premier Municipal 17,717 18,733 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Premium Income 2 30,277 31,970 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Premium Income 4 29,007 30,631 0 0 0 0 400 500 0 0 2,950 3,150 0 0
Dividend Advantage 28,471 29,926 0 0 0 0 400 500 0 0 2,950 1,550 0 0
Dividend Advantage 2 23,216 24,449 0 0 0 0 400 500 0 0 2,950 1,150 0 0
Dividend Advantage 3 29,311 30,797 0 0 0 0 400 500 0 0 2,950 1,150 0 0
Municipal High Income 18,929 20,241 0 0 0 0 400 500 0 0 700 750 0 0

24

Audit Fees⁽¹⁾ Audit Related Fees⁽²⁾ Tax Fees⁽³⁾ All Other Fees⁽⁴⁾
Adviser and
Adviser and
Adviser and

Fund Fund Adviser Entities Fund Adviser Entities Fund Adviser Entities
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal

Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year

Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended

2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006

California Dividend Advantage $ 18,320 $ 19,518 $ 0 $ 0 $ 0 $ 0 $ 1,009 $ 400 $ 2,200 $ 2,200 $ 2,700 $ 2,900 $ 0 $ 0
California Dividend Advantage 2 13,481 14,426 0 0 0 0 776 400 2,200 2,200 2,700 2,900 0 0
California Dividend Advantage 3 18,395 19,709 0 0 0 0 1,013 400 2,200 2,200 2,700 2,900 0 0
California Premium Income 8,660 9,215 0 0 0 0 414 400 2,200 2,200 2,700 2,900 0 0
Insured California Dividend Advantage 13,938 14,865 0 0 0 0 972 400 2,200 2,200 2,700 2,900 0 0
Insured California Tax-Free Advantage 8,764 9,342 0 0 0 0 692 400 2,200 2,200 2,700 2,900 0 0
Insured Premium Income 2 24,344 25,811 0 0 0 0 490 400 2,200 0 2,750 2,950 0 0
Dividend Advantage 26,714 28,471 0 0 0 0 1,416 400 2,200 0 2,750 2,950 0 0
Dividend Advantage 2 21,675 23,216 0 0 0 0 1,340 400 2,200 0 2,750 2,950 0 0
Dividend Advantage 3 27,440 29,311 0 0 0 0 1,445 400 2,200 0 2,750 2,950 0 0
Insured Dividend Advantage 21,890 23,278 0 0 0 0 1,356 400 2,200 0 2,750 2,950 0 0
Insured Tax-Free Advantage 15,435 16,438 0 0 0 0 947 400 2,200 0 2,750 2,950 0 0
Municipal High Income 17,462 18,929 0 0 0 0 456 400 2,200 0 650 700 0 0
New York Dividend Advantage 10,678 11,312 0 0 0 0 641 400 2,200 2,400 2,750 2,950 0 0
New York Dividend Advantage 2 9,119 9,665 0 0 0 0 566 400 2,200 2,400 2,750 2,950 0 0
Insured New York Dividend Advantage 10,000 10,589 0 0 0 0 608 400 2,200 2,400 2,750 2,950 0 0
Insured New York Tax-Free Advantage 7,526 8,011 0 0 0 0 645 400 2,200 2,400 2,750 2,950 0 0

(1) “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
(2) “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements and are not reported under “Audit Fees.”
(3) “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. ~~Amounts~~[Amounts reported for each respective Fund under the column heading “Adviser and Adviser Entities” ~~represents~~represent amounts billed to the Adviser, by each Fund’s independent registered public accounting firm, exclusively for the preparation of the Fund’s tax return, the cost of which is borne by the Adviser. In the aggregate, for all Nuveen funds, these fees amounted to ~~$161,400 in 2006. Beginning with fund fiscal years ended August 31, 2006, Ernst & Young LLP no longer prepares the fund tax returns.~~
$ .]
(4) “All Other Fees” are the aggregate fees billed for products and services ~~other than “Audit Fees,” “Audit~~foragreed-upon [procedures] engagements for the leveraged Funds.

Audit Fees⁽¹⁾ Audit Related Fees⁽²⁾ Tax Fees⁽³⁾ All Other Fees⁽⁴⁾
Adviser and
Adviser and
Adviser and

Fund Fund Adviser Entities Fund Adviser Entities Fund Adviser Entities
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal
Fiscal

Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year

Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended
Ended

2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008

Select Maturities $ 9,674 $ 11,018 $ 0 $ 0 $ 0 $ 0 $ 0 $ 500 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Select Portfolio 12,684 14,420 0 0 0 0 0 500 0 0 0 0 0 0
Select Portfolio 2 13,103 14,860 0 0 0 0 0 500 0 0 0 0 0 0
Select Portfolio 3 11,265 12,810 0 0 0 0 0 500 0 0 0 0 0 0
California Portfolio 8,778 9,948 0 0 0 0 0 500 0 0 0 0 0 0
New York Portfolio 7,825 8,881 0 0 0 0 0 500 0 0 0 0 0 0
Municipal High Income 2
(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 ~~“Tax~~related services reasonably related to the performance of the audit or review of financial statements and are not reported under “Audit Fees.”
(3) “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. [Amounts reported for each respective Fund under the column heading “Adviser and Adviser Entities” represent amounts billed to the Adviser, by each Fund’s independent registered accounting firm, exclusively for the preparation of the Fund’s tax return, the cost of which is borne by the Adviser. In the aggregate, for all Nuveen funds, these fees amounted to $ .]
(4) “All Other Fees” are the aggregate fees billed for products and services foragreed-upon [procedures] engagements for the leveraged Funds.
25
36

Non-Audit Fees. The following tables provide the aggregate non-audit fees billed by each Fund’s independent registered ~~public~~ accounting firm for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund’s last two fiscal years.

Total Non-Audit Fees Billed to

Adviser and Adviser Entities

(Engagements Related Directly
Total Non-Audit Fees Billed to

Total Non-Audit
to the Operations and
Adviser and Adviser Entities

Fees Billed to Fund Financial Reporting of Fund) (All Other Engagements) Total
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year

Fund Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007

Select Maturities $ 405 $ 0 $ 2,400 $ 0 $ 0 $ 0 $ 2,805 $ 0
Select Portfolio 410 0 2,400 0 0 0 2,810 0
Select Portfolio 2 410 0 2,400 0 0 0 2,810 0
Select Portfolio 3 407 0 2,400 0 0 0 2,807 0
California Portfolio 404 0 2,400 0 0 0 2,804 0
New York Portfolio 402 0 2,400 0 0 0 2,802 0

Total Non-Audit Fees Billed to

Advisers and Adviser Entities

(Engagements Related
Total Non-Audit Fees Billed to

Total Non-Audit
Directly to the Operations and
Advisers and Adviser Entities

Fees Billed to Fund Financial Reporting of Fund) (All Other Engagements) Total
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fund Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007 Ended 2006 Ended 2007

Municipal Value Fund $ 400 $ 500 $ 0 $ 0 $ 0 $ 0 $ 400 $ 500
Municipal Income Fund 400 500 0 0 0 0 400 500
Premium Income Fund 3,350 3,650 0 0 0 0 3,350 3,650
Performance Plus Fund 3,350 3,650 0 0 0 0 3,350 3,650
Municipal Advantage Fund 3,350 3,650 0 0 0 0 3,350 3,650
Municipal Market Opportunity Fund 3,350 3,650 0 0 0 0 3,350 3,650
Investment Quality Fund 3,350 3,650 0 0 0 0 3,350 3,650
Select Quality Fund 3,350 3,650 0 0 0 0 3,350 3,650
Quality Income Fund 3,350 3,650 0 0 0 0 3,350 3,650
Premier Municipal Income Fund 3,350 3,650 0 0 0 0 3,350 3,650
Premium Income Fund 2 3,350 3,650 0 0 0 0 3,350 3,650
Premium Income Fund 4 3,350 3,650 0 0 0 0 3,350 3,650
Dividend Advantage Fund 3,350 2,050 0 0 0 0 3,350 2,050
Dividend Advantage Fund 2 3,350 2,050 0 0 0 0 3,350 2,050
Dividend Advantage Fund 3 3,350 2,050 0 0 0 0 3,350 2,050
Municipal High Income Opportunity Fund 1,100 1,250 0 0 0 0 1,100 1,250

2637

Total Non-Audit Fees Billed to

Advisers and Adviser Entities

(Engagements Related
Total Non-Audit Fees Billed to

Total Non-Audit
Directly to the Operations and
Advisers and Adviser Entities

Fees Billed to Fund Financial Reporting of Fund) (All Other Engagements) Total
Fund Fund Fund Fund
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year

Ended 2007 Ended 2008 Ended 2007 Ended 2008 Ended 2007 Ended 2008 Ended 2007 Ended 2008

NIMF Select Maturities 0 500 0 0 0 0 0 500
NXP Select Portfolio 0 500 0 0 0 0 0 500
NXQ Select Portfolio 2 0 500 0 0 0 0 0 500
NXR Select Portfolio 3 0 500 0 0 0 0 0 500
NXC California Select Tax-Free Income 0 500 0 0 0 0 0 500
NXN New York Select Tax-Free Income 0 500 0 0 0 0 0 500
NMD Municipal High Income Opportunity Fund 2

Total Non-Audit Fees Billed to

Adviser and Adviser Entities

(Engagements Related Directly
Total Non-Audit Fees Billed to

Total Non-Audit
to the Operations and
Adviser and Adviser Entities

Fees Billed to Fund Financial Reporting of Fund) (All Other Engagements) Total
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year
Fiscal Year

Fund Ended 2005 Ended 2006 Ended 2005 Ended 2006 Ended 2005 Ended 2006 Ended 2005 Ended 2006

California Dividend Advantage $ 3,709 $ 3,300 $ 2,200 $ 2,200 $ 0 $ 0 $ 5,909 $ 5,500
California Dividend Advantage 2 3,476 3,300 2,200 2,200 0 0 5,676 5,500
California Dividend Advantage 3 3,713 3,300 2,200 2,200 0 0 5,913 5,500
California Premium Income 3,114 3,300 2,200 2,200 0 0 5,314 5,500
Insured California Dividend Advantage 3,672 3,300 2,200 2,200 0 0 5,872 5,500
Insured California Tax-Free Advantage 3,392 3,300 2,200 2,200 0 0 5,593 5,500
Insured Premium Income 2 3,240 3,350 2,200 0 0 0 5,440 3,350
Dividend Advantage 4,166 3,350 2,200 0 0 0 6,366 3,350
Dividend Advantage 2 4,090 3,350 2,200 0 0 0 6,290 3,350
Dividend Advantage 3 4,195 3,350 2,200 0 0 0 6,395 3,350
Insured Dividend Advantage 4,106 3,350 2,200 0 0 0 6,306 3,350
Insured Tax-Free Advantage 3,697 3,350 2,200 0 0 0 5,897 3,350
Municipal High Income 1,106 1,100 2,200 0 0 0 3,306 1,100
New York Dividend Advantage 3,391 3,350 2,200 2,400 0 0 5,591 5,750
New York Dividend Advantage 2 3,316 3,350 2,200 2,400 0 0 5,516 5,750
Insured New York Dividend Advantage 3,358 3,350 2,200 2,400 0 0 5,558 5,750
Insured New York Tax-Free Advantage 3,395 3,350 2,200 2,400 0 0 5,595 5,750

27

Audit Committee Pre-Approval Policies and Procedures. Generally, the audit committee must approve each Fund’s independent registered public accounting firm’s engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent registered public accounting firm for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than $10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under $5,000. ~~The audit committee operates under a written charter adopted and approved by each Board, a copy of which is attached as Appendix G.~~

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

~~The Board of each Fund unanimously recommends that shareholders of the Fund vote FOR ratification of the selection of the independent auditors.~~

Additional Information

Appointment of the Independent Registered Public Accounting Firm

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

Section 16(a) Beneficial Interest Reporting Compliance

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the ~~SEC~~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 Adviser

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of Nuveen. Nuveen is a wholly-owned subsidiary of Windy City, a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois. Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds. Other owners of Windy City include Merrill Lynch & Co.’s Global Private Equity group and affiliates (including private equity funds) of Wachovia, Citigroup and Deutsche Bank.

Shareholder Proposals

To be considered for presentation at the annual meeting of shareholders of the Funds ~~except New York Dividend Advantage, New York Dividend Advantage 2, Insured New York Dividend Advantage and Insured New York Tax-Free Advantage,~~ to be held in ~~2008,~~2009, a shareholder proposal submitted pursuant toRule 14a-8 of the 1934 Act must be received at the offices of ~~the~~that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than ~~February 29, 2008. A~~

~~shareholder wishing to provide notice in the manner prescribed byRule 14a-4(c)(1)~~ ~~of a proposal submitted outside of the process ofRule 14a-8~~ ~~must, pursuant to each Fund’s By-Laws, submit such written notice to the Fund not later than May 14, 2008 nor prior to April 29, 2008.~~

To be considered for presentation at the annual meeting of shareholders of California Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3, California Premium Income, Insured California Dividend Advantage and Insured California Tax-Free Advantage to be held in 2007, a shareholder proposal submitted pursuant to~~Rule 14a-8~~ ~~of the 1934 Act must have been received at the address above, not later than June 6, 2007. A shareholder wishing to provide notice in the manner prescribed byRule 14a-4(c)(1)~~ ~~of a proposal submitted outside of the process ofRule 14a-8~~ ~~must, pursuant to each Fund’s By-Laws, submit or have submitted such written notice to the Fund not later than August 20, 2007 nor prior to August 5, 2007.~~

To be considered for presentation at the annual meeting of shareholders of New York Dividend Advantage, New York Dividend Advantage 2, Insured New York Dividend Advantage and Insured New York Tax-Free Advantage to be held in 2008, a shareholder proposal submitted pursuant to~~Rule 14a-8~~ ~~of the 1934 Act must be received at the address above, not later than November 2, 2007.~~, . A shareholder wishing to provide notice in the manner prescribed byRule 14a-4(c)(1) of a proposal submitted outside of the process ofRule 14a-8 must, pursuant to each Fund’s By-Laws, submit such written notice to the Fund not later than ~~January 16, 2008 nor~~, or prior to ~~January 1, 2008.~~

, . Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.

Shareholder Communications

~~Shareholders~~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 and ~~identify~~note the ~~Fund (or Funds).~~fund or funds that you own. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member and so indicates it will be sent to the ~~chair of the nominating and governance committee~~Lead Independent Director and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.

Expenses of Proxy Solicitation

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement ~~and all other costs in connection with the solicitation of proxies~~ will be paid by ~~Nuveen. Solicitation~~the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. ~~The Funds have engaged Computershare Fund Services to assist in the~~Any additional costs of solicitation ~~of proxies at an estimated cost of $14,000 per Fund plus reasonable expenses, which costs~~ will be ~~borne~~paid by ~~Nuveen.~~the Fund that requires additional solicitation.

Fiscal Year

The ~~last~~ fiscal year end for each ~~of the Funds is as follows: August 31, 2006 for~~Fund (except Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California ~~Dividend Advantage, California Dividend Advantage 2, California Dividend Advantage 3,~~

~~California Premium Income, Insured California Dividend Advantage, and Insured California Tax-Free Advantage September 30, 2006 for~~Portfolio, New York Dividend Advantage New York Dividend Advantage 2, Insured New York Dividend Advantage and Insured New York Tax-Free Advantage; October 31, 2006 for Insured Premium Income 2, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Insured Dividend Advantage, Insured Tax-Free AdvantagePortfolio and Municipal High ~~Income; and March 31, 2007~~Income 2) is October 31. The fiscal year end for Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio ~~and~~ New York ~~Portfolio.~~Portfolio and Muninicipal High Income 2 is March 31.

Annual Report Delivery

Annual reports will be sent to shareholders of record of each Fund following each Fund’s fiscal year end. Each Fund will furnish, without charge, a copy of its annual reportand/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling1-800-257-8787.

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

General

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

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

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

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

Kevin J. McCarthy

Vice President and Secretary

June , ~~2007~~2008

3041

Appendix A

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, 2007.

Municipal

Board Member
Municipal
Municipal
Premium
Performance
Municipal
Market
Investment
Select
Quality
Premier
Premium
Premium

Nominees Value Income Income Plus Advantage Opportunity Quality Quality Income Municipal Income 2 Income 4

Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Jack B. Evans $ 0 $ 0 $ 0 $ 0 $ 0 Over $ 100,000 $ 0 $ 0 $ 0 $ 10,001-$50,000 $ 0 $ 0
William C. Hunter $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
David J. Kundert $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
William J. Schneider $ 0 $ 0 $ 0 $ 50,001-$100,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Judith M. Stockdale $ 0 $ 0 $ 0 $ 0 $ 0 $ 10,001-$50,000 $ 0 $ 0 $ 0 $ 0 $ 1-$10,000 $ 0
Carole E. Stone $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Terence J. Toth⁽¹⁾
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Board Member/Nominee who is an interested person of the Funds
John P. Amboian⁽¹⁾
$ 0 $ 0 Over
$ 100,000 $ 0 Over
$ 100,000 $ 0 $ 0 $ 0 $ 0 $ 50,001-$100,000 $ 0 $ 0

A-1

Dollar Range of Equity Securities
Aggregate Dollar
Range of Equity
Securities in
All Registered
Investment
Companies
Overseen by
Board Member
Nominees in
Family of
Board Member
Dividend
Dividend
Dividend
Municipal
Municipal
Select
Select
Select
Select
California
New York
Investment
Nominees Advantage Advantage 2 Advantage 3 High Income High Income 2 Maturities Portfolio Portfolio 2 Portfolio 3 Portfolio Portfolio Companies⁽²⁾

Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Over $ 100,000
Jack B. Evans $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Over $ 100,000
William C. Hunter $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Over $ 100,000
David J. Kundert $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Over $ 100,000
William J. Schneider $ 0 $ 0 $ 0 $ 50,001-$100,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Over $ 100,000
Judith M. Stockdale $ 10,001-$50,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Over $ 100,000
Carole E. Stone $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 10,0001-$50,000
Terence J. Toth(1) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Board Member/Nominee who is an interested person of the Funds
John P. Amboian⁽¹⁾
$ 0 $ 0 Over
$ 100,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Over $ 100,000
(1) In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen Funds prior to becoming a Board Member.
(2) The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by the Board Member.

A-2

The following table sets forth, for each Board Member and Board Member Nominee and for the Board Members and ~~Officers~~Board Member Nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, ~~2006.~~2007. The information as to beneficial ownership is based on statements furnished by each Board Member and ~~Officer.~~officer.

Fund Shares Owned By Board Members And Officers⁽¹⁾

Insured
Insured

California
California
California
California
California
California
Insured
Insured
Insured

Dividend
Dividend
Dividend
Premium
Dividend
Tax-Free
Premium
Dividend
Dividend
Dividend
Dividend
Tax-Free
Municipal
Select
Board Members Advantage Advantage 2 Advantage 3 Income Advantage Advantage Income 2 Advantage Advantage 2 Advantage 3 Advantage Advantage High Income Maturities

Board Members who are not interested persons of the Fund
Robert P. Bremner 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0 0 0 0 0 0 0 0
David J. Kundert 0 0 0 0 0 0 0 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0 0 0 0 0 0 660 0
Judith M. Stockdale 0 0 0 0 0 0 0 857 0 0 0 0 0 0
Carole E. Stone⁽²⁾
0 0 0 0 0 0 0 0 0 0 0 0 0 0
Board Member who is an interested person of the Fund
Timothy R. Schwertfeger 0 0 0 0 0 0 0 340 ⁽³⁾ 25,000 30,000 0 0 0 0
All Board Members and Officers as a Group
0 0 0 0 0 0 0 2,887 26,000 32,100 0 0 660 0

~~(1)~~ The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.
~~(2)~~ ~~In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to being appointed as a Board Member.~~
~~(3)~~ ~~Fund Shares owned by Mr. Schwertfeger include 30 Preferred Shares of Dividend Advantage.~~

~~A-1~~

Fund Shares Owned By Board Members And Officers⁽¹⁾

New York
New York
Insured New
Insured New

Select
Select
Select
California
New York
Dividend
Dividend
York Dividend
York Tax-Free

Board Members Portfolio Portfolio 2 Portfolio 3 Portfolio Portfolio Advantage Advantage 2 Advantage Advantage

Board Members who are not interested persons of the Fund
Robert P. Bremner 0 0 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0 0 0
David J. Kundert 0 0 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0 0 0 0
Carole E. Stone⁽²⁾
0 0 0 0 0 0 0 0 0
Board Member who is an interested person of the Fund
Timothy R. Schwertfeger 0 0 0 0 0 0 0 0 0
All Board Members and Officers
as a Group
0 0 0 0 0 0 0 0 0

Fund Shares Owned By Board Members And Officers¹
Municipal

Board Member
Municipal
Municipal
Premium
Performance
Municipal
Market
Investment
Select
Quality
Premier
Premium

Nominees Value Income Income Plus Advantage Opportunity Quality Quality Income Municipal Income 2

Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner 0 0 0 0 0 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 7 0 0 0 1 0
William C. Hunter 0 0 0 0 0 0 0 0 0 0 0
David J. Kundert 0 0 0 0 0 0 0 0 0 0 0
William J. Schneider 0 0 0 5,086 0 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 868 0 0 0 4 855
Carol E. Stone 0 0 0 0 0 0 0 0 0 0 0
Terence J. Toth⁽²⁾
0 0 0 0 0 0 0 0 0 0 0
Board Members/Nominee who is an interested person of the Funds
John P. Amboian⁽²⁾
0 0 10,000 0 8,000 0 0 0 0 5,000 0
All Board Members and Officers as a Group 180,834 0 95,500 22,836 17,698 23,139 1,000 5,000 0 5,165 855

(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board ~~Members. The information~~Members as ~~to beneficial ownership is based on statements furnished by each Board Member and officer.~~more fully described below.

(2) In ~~December 2006, Ms. Stone was~~April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective ~~January 1, 2007. Ms. Stone~~June 30, 2008. Mr. Toth did not own any shares of Nuveen Funds prior to ~~being appointed as~~becoming a Board Member.
~~A-2~~
A-3

Fund Shares Owned By Board Members And Officers¹
Board Member
Premium
Dividend
Dividend
Dividend
Municipal High
Municipal High
Select
Select
Select
Select
California
New York

Nominees Income 4 Advantage Advantage 2 Advantage 3 Income Income 2 Maturities Portfolio Portfolio 2 Portfolio 3 Portfolio Portfolio

Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner 0 0 0 0 0 0 0 0 0 0 0 0
Jack B. Evans 0 2 0 0 0 0 0 0 0 0 0 0
William C. Hunter 0 0 0 0 0 0 0 0 0 0 0 0
David J. Kundert 0 0 0 0 0 0 0 0 0 0 0 0
William J. Schneider 0 0 0 0 4,492 0 0 0 0 0 0 0
Judith M. Stockdale 0 910 0 0 0 0 0 0 0 0 0 0
Carole E. Stone 0 0 0 0 0 0 0 0 0 0 0 0
Terence J. Toth⁽²⁾
0 0 0 0 0 0 0 0 0 0 0 0
Board Members/Nominee who is an interested person of the Funds

John P. Amboian⁽²⁾
0 0 0 10,000 0 0 0 0 0 0 0 0
All Board Members and Officers as a Group
0 28,612 26,000 11,155 9,408 0 0 0 0 0 0 0
(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described below.
(2) In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen Funds prior to becoming a Board Member.

A-4

~~Appendix~~APPENDIX B

~~Dates Relating to Original Investment Management Agreements~~NUMBER OF BOARD AND COMMITTEE MEETINGS

HELD DURING EACH FUND’S LAST FISCAL YEAR

~~Date Original~~

~~Investment~~

~~Management~~

~~Date of Original~~

~~Management~~

~~Agreement was~~

~~Investment~~

~~Agreement was~~

~~Last Approved~~

~~Management~~

~~Last Approved by~~

~~for Continuance~~

~~Fund~~

~~Agreement~~

~~Shareholders~~

~~by Board~~

~~California Dividend Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~California Dividend Advantage 2~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~California Dividend Advantage 3~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~California Premium Income~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Insured California Dividend Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Insured California Tax-Free Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Insured Premium Income 2~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Dividend Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Dividend Advantage 2~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Dividend Advantage 3~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Insured Dividend Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Insured Tax-Free Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Municipal High Income~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Select Maturities~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Select Portfolio~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Select Portfolio 2~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Select Portfolio 3~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~California Portfolio~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~New York Portfolio~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~New York Dividend Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~New York Dividend Advantage 2~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Insured New York Dividend Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

~~Insured New York Tax-Free Advantage~~

~~July 28, 2005~~

~~July 26, 2005~~

~~May 21, 2007~~

Compliance, Risk

Management

and Regulatory
Nominating and
Regular
Special
Executive
Dividend
Oversight
Audit
Governance
Board
Board
Committee
Committee
Committee
Committee
Committee
Fund Meeting Meeting Meeting Meeting Meeting Meeting Meeting

Municipal Value 4 10 1 5 4 4 6
Municipal Income 4 10 1 5 4 4 6
Premium Income 4 10 1 5 4 4 6
Performance Plus 4 10 1 5 4 4 6
Municipal Advantage 4 10 1 5 4 4 6
Municipal Market Opportunity 4 10 1 5 4 4 6
Investment Quality 4 10 1 5 4 4 6
Select Quality 4 10 1 5 4 4 6
Quality Income 4 10 1 5 4 4 6
Premier Municipal 4 10 1 5 4 4 6
Premium Income 2 4 10 1 5 4 4 6
Premium Income 4 4 10 1 5 4 4 6
Dividend Advantage 4 10 1 5 4 4 6
Dividend Advantage 2 4 10 1 5 4 4 6
Dividend Advantage 3 4 10 1 5 4 4 6
Municipal High Income 4 10 1 5 4 4 6
Municipal High Income 2 4 10 1 6 4 4 6
Select Maturities 4 8 1 6 4 4 6
Select Portfolio 4 8 1 6 4 4 6
Select Portfolio 2 4 8 1 6 4 4 6
Select Portfolio 3 4 8 1 6 4 4 6
California Portfolio 4 8 1 6 4 4 6
New York Portfolio 4 8 1 6 4 4 6

B-1

~~Appendix~~APPENDIX C

~~FORM OF INVESTMENT MANAGEMENT AGREEMENT~~

AGREEMENT made this [ ] day of [ ], by and between <NAME OF FUND>, a <ENTITY’S STATE OF ORGANIZATION> (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

~~W I T N E S S E T H~~

~~In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:~~

The Fund hereby employs the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objective and policies and limitations, and to administer the Fund’s affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Fund for the period and upon the terms herein set forth. The investment of the Fund’s assets shall be subject to the Fund’s policies, restrictions and limitations with respect to securities investments as set forth in the Fund’s then current registration statement under the Investment Company Act of 1940, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered closed-end, diversified management investment companies.

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Fund’s transfer agent) for the Fund, to permit any of its officers or employees to serve without compensation as trustees or officers of the Fund if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent of the Fund.


2.	For the services and facilities described in Section 1, the Fund will pay to the Adviser, at the end of each calendar month, an investment management fee equal to the sum of a Fund-Level Fee and a Complex-Level Fee.


	A.	~~The Fund Level Fee shall be computed by applying the following annual rate to the average total daily net assets of the Fund:~~


~~Average Total Daily Net Assets~~⁽¹⁾		~~Rate~~
~~<SCHEDULE>~~


	B.	The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to an annual fee schedule

~~C-1~~


		~~that results in the following effective Complex-Level Fee rate at each specified Complex-Level Asset level:~~

Complex-Level Asset Breakpoint Level
Effective Rate at Breakpoint Level

($ million) (%)

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

~~C-2~~


5.	The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

6.	The Adviser currently manages other investment accounts and funds, including those with investment objectives similar to the Fund, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for the Fund may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Fund and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund and such other accounts and funds, the size of investment commitments generally held by the Fund and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts and funds.

7.	This Agreement shall continue in effect until [August 1, 2008], unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of 1940.

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by the Fund or by the Adviser upon no less than sixty (60) days’ written notice to the other party. The Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.

This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein.

~~Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 2, earned prior to such termination.~~


8.	~~If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.~~

9.	Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.

~~C-3~~


~~10.~~	The Fund’s Declaration of Trust is on file with the Secretary of the <ENTITY’S STATE OF ORGANIZATION>. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers and not individually and the obligations imposed upon the Fund by this Agreement are not binding upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.

~~11.~~	This Agreement shall be construed in accordance with applicable federal law and (except as to Section 10 hereof which shall be construed in accordance with the laws of <ENTITY’S STATE OF ORGANIZATION>) the laws of the State of Illinois.

~~IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the day and year above written.~~

~~<NAME OF FUND>~~

~~by:~~

~~[Title]~~

~~Attest:~~

~~[Title]~~

~~NUVEEN ASSET MANAGEMENT~~

~~by:~~

~~[Title]~~

~~Attest:~~

~~[Title]~~

~~C-4~~

~~Appendix D~~

~~Complex-Level Fee Rates~~⁽¹⁾



		~~Effective Rate at~~
~~Complex Daily Net Assets~~		~~Complex Daily Net~~
~~Breakpoint Level~~		~~Assets~~


	~~First $55 billion~~	~~0.2000%~~
	~~$56 billion~~	~~0.1996%~~
	~~$57 billion~~	~~0.1989%~~
	~~$60 billion~~	~~0.1961%~~
	~~$63 billion~~	~~0.1931%~~
	~~$66 billion~~	~~0.1900%~~
	~~$71 billion~~	~~0.1851%~~
	~~$76 billion~~	~~0.1806%~~
	~~$80 billion~~	~~0.1773%~~
	~~$91 billion~~	~~0.1691%~~
	~~$125 billion~~	~~0.1599%~~
	~~$200 billion~~	~~0.1505%~~
	~~$250 billion~~	~~0.1469%~~
	~~$300 billion~~	~~0.1445%~~

~~Fund-Level Fee Rates, Aggregate~~
~~Management Fees Paid and Net Assets~~

Fees Paid to the

Fund Average
Adviser During Last
Net Assets as

Fund Daily Net Assets Fee Rate Fiscal Year of 6/30/07

California Dividend Advantage For the first $125 million 0.4500 % $ 3,350,026 $ 528,891,581
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets $2 billion and over 0.3750 %

~~D-1~~

Fees Paid to

the Adviser

Fund Average
Fee
During Last
Net Assets as

Fund Daily Net Assets Rate Fiscal Year of 6/30/07

California Dividend Advantage 2 For the first $125 million 0.4500 % $ 2,104,016 $ 330,533,362
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets $2 billion and over 0.3750 %

California Dividend Advantage 3 For the first $125 million 0.4500 % $ 3,393,539 $ 539,175,264
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets $2 billion and over 0.3750 %

California Premium Income For the first $125 million 0.4500 % $ 811,073 $ 125,334,905
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For the next $3 billion 0.3875 %
For net assets $5 billion and over 0.3750 %

Insured California Dividend Advantage For the first $125 million 0.4500 % $ 2,210,635 $ 348,441,969
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets $2 billion and over 0.3750 %

Insured California Tax-Free Advantage For the first $125 million 0.4500 % $ 841,555 $ 131,236,320
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets $2 billion and over 0.3750 %

Insured Premium Income 2 For the first $125 million 0.4500 % $ 4,851,178 $ 775,912,134
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For the next $3 billion 0.3875 %
For net assets of $5 billion and over 0.3750 %

~~D-2~~

Fees Paid to

the Adviser

Fund Average
Fee
During Last
Net Assets as

Fund Daily Net Assets Rate Fiscal Year of 6/30/07

Dividend Advantage For the first $125 million 0.4500 % $ 5,485,410 $ 882,050,128
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets of $2 billion and over 0.3750 %

Dividend Advantage 2 For the first $125 million 0.4500 % $ 4,228,760 $ 678,962,111
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets of $2 billion and over 0.3750 %

Dividend Advantage 3 For the first $125 million 0.4500 % $ 5,696,085 $ 916,107,259
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets of $2 billion and over 0.3750 %

Insured Dividend Advantage For the first $125 million 0.4500 % $ 4,242,846 $ 676,612,346
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets of $2 billion and over 0.3750 %

Insured Tax-Free Advantage For the first $125 million 0.4500 % $ 2,593,376 $ 413,164,043
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets of $2 billion and over 0.3750 %

Municipal High Income For the first $125 million 0.5500 % $ 3,732,074 $ 521,022,777
For the next $125 million 0.5375 %
For the next $250 million 0.5250 %
For the next $500 million 0.5125 %
For the next $1 billion 0.5000 %
For net assets of $2 billion and over 0.4750 %
~~D-3~~

Fees Paid to

the Adviser

Fund Average
Fee
During Last
Net Assets as

Fund Daily Net Assets Rate Fiscal Year of 6/30/07

Select Maturities For the first $125 million 0.3000 % $ 612,517 $ 125,115,792
For the next $125 million 0.2875 %
For the next $250 million 0.2750 %
For the next $500 million 0.2625 %
For the next $1 billion 0.2500 %
For net assets of $2 billion and over 0.2375 %

Select Portfolio [ ] $ 552,849 $ 237,496,457

Select Portfolio 2 For the first $125 million 0.1000 % $ 714,491 $ 253,282,775
For the next $125 million 0.0875 %
For the next $250 million 0.0750 %
For the next $500 million 0.0625 %
For the next $1 billion 0.0500 %
For net assets of $2 billion and over 0.0375 %

Select Portfolio 3 For the first $125 million 0.1000 % $ 525,211 $ 183,949,351
For the next $125 million 0.0875 %
For the next $250 million 0.0750 %
For the next $500 million 0.0625 %
For the next $1 billion 0.0500 %
For net assets of $2 billion and over 0.0375 %

California Portfolio For the first $125 million 0.1000 % $ 262,540 $ 90,630,022
For the next $125 million 0.0875 %
For the next $250 million 0.0750 %
For the next $500 million 0.0625 %
For the next $1 billion 0.0500 %
For net assets of $2 billion and over 0.0375 %

New York Portfolio For the first $125 million 0.1000 % $ 159,415 $ 54,900,030
For the next $125 million 0.0875 %
For the next $250 million 0.0750 %
For the next $500 million 0.0625 %
For the next $1 billion 0.0500 %
For net assets of $2 billion and over 0.0375 %

New York Dividend Advantage For the first $125 million 0.4500 % $ 1,335,720 $ 206,909,028
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets over $2 billion 0.3750 %
~~D-4~~

Fees Paid to

the Adviser

Fund Average
Fee
During Last
Net Assets as

Fund Daily Net Assets Rate Fiscal Year of 6/30/07

New York Dividend Advantage 2 For the first $125 million 0.4500 % $ 923,447 $ 142,495,921
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets over $2 billion 0.3750 %

Insured New York Dividend Advantage For the first $125 million 0.4500 % $ 1,154,579 $ 179,018,576
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets over $2 billion 0.3750 %

Insured New York Tax-Free Advantage For the first $125 million 0.4500 % $ 502,558 $ 77,896,090
For the next $125 million 0.4375 %
For the next $250 million 0.4250 %
For the next $500 million 0.4125 %
For the next $1 billion 0.4000 %
For net assets over $2 billion 0.3750 %
~~(1)~~ ~~Prior to August 20, 2007, the complex-level fee rates were based on the following schedule:~~
~~Effective Rate at~~
~~Complex Daily Net Assets~~
~~Complex Daily Net~~
~~Breakpoint Level~~ ~~Assets~~
~~First $55 billion~~ ~~0.2000%~~
~~$56 billion~~ ~~0.1996%~~
~~$57 billion~~ ~~0.1989%~~
~~$60 billion~~ ~~0.1961%~~
~~$63 billion~~ ~~0.1931%~~
~~$66 billion~~ ~~0.1900%~~
~~$71 billion~~ ~~0.1851%~~
~~$76 billion~~ ~~0.1806%~~
~~$80 billion~~ ~~0.1773%~~
~~$91 billion~~ ~~0.1698%~~
~~$125 billion~~ ~~0.1617%~~
~~$200 billion~~ ~~0.1536%~~
~~$250 billion~~ ~~0.1509%~~
~~$300 billion~~ ~~0.1499%~~
~~D-5~~

~~Appendix E~~

~~Officers and Directors of Nuveen Asset Management (“NAM”)~~



~~Name~~		~~Principal Occupation~~


~~John P. Amboian~~		Chief Executive Officer and Director of Nuveen Investments, Inc. and Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc., and Nuveen Investments Holdings, Inc.
~~Peter H. D’Arrigo~~		Vice President and Treasurer of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc. and Nuveen Investments Holdings, Inc.; Assistant Treasurer of NWQ Investments Management Company, LLC; Treasurer of Santa Barbara Asset Management, LLC; Vice President and Treasurer of funds in Nuveen Fund complex.
~~William M. Fitzgerald~~		~~Managing Director of Nuveen Asset Management; Vice President of Nuveen Investments Advisers Inc.; Vice President of funds in Nuveen fund complex.~~
~~Sherri A. Hlavacek~~		~~Vice President and Corporate Controller of Nuveen Asset Management, Nuveen Investments, Inc., Nuveen Investments, LLC, Rittenhouse Asset Management, Inc. and Nuveen Investments Holdings, Inc.~~
~~Mary E. Keefe~~		Managing Director of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Asset Management, Nuveen Investments, LLC, Nuveen Investments Advisers Inc., HydePark Investment Strategies, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Rittenhouse Asset Management, Inc.
~~John L. MacCarthy~~		Senior Vice President and Secretary of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc; Nuveen Investments Holdings, Inc.; Nuveen Investments Advisers Inc., NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC; Assistant Secretary of NWQ Investment Management Company, LLC and Tradewinds Global Investors, LLC; Secretary of Symphony Asset Management LLC and Santa Barbara Asset Management, LLC.
~~Larry W. Martin~~		Vice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Investments, Inc. and Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Asset Management and Nuveen Investments Advisers Inc.; Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of funds in Nuveen fund complex.
~~Kevin J. McCarthy~~		Vice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investments Advisers Inc., Nuveen Investments Institutional Services Group LLC, Rittenhouse Asset Management; Vice President and Secretary of funds in Nuveen fund complex.
~~Timothy R. Schwertfeger~~		~~Director and Non-Executive Chairman of Nuveen Investments, Inc.; Chairman of Nuveen Investments Advisers, Inc.; Chairman of the Board and Board Member of funds in Nuveen fund complex~~
~~Glenn R. Richter~~		Executive Vice President, Chief Administrative Officer of Nuveen Investments, Inc.; Executive Vice President of Nuveen Asset Management, Nuveen Investments, LLC and Nuveen Investments Holdings, Inc.; Chief Administrative Officer of NWQ Holdings, LLC.
~~Gifford R. Zimmerman~~		Managing Director and Assistant Secretary of Nuveen Investments, LLC and Nuveen Asset Management; Managing Director and Assistant Secretary of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc.; Managing Director and Assistant Secretary of Rittenhouse Asset Management, Inc.; Chief Administrative Officer of funds in Nuveen fund complex.

~~E-1~~

~~Appendix F~~

~~Beneficial Owners of More Than 5% of Fund Shares~~

~~Name and Address~~

~~Title of~~

~~of Beneficial~~

~~Number of~~

~~Percent of~~

~~Fund~~

~~Class~~

~~Owner~~

~~Shares Owned~~

~~Class~~

~~F-1~~

~~Appendix G~~

NUVEEN FUND BOARD

AUDIT COMMITTEE CHARTER


I.	Organization and Membership

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


II.	Statement of Policy, Purpose and Processes

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

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

The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit Committee for compensation to independent auditors engaged for the purpose of

C-1

preparing or issuing an audit report or performing other audit, review or attest services for a Fund,

~~G-1~~

compensation to advisers employed by the Audit Committee, and ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties, as determined in its discretion. The Audit Committee may request any officer or employee of Nuveen Investments, Inc. (or its affiliates) (collectively, “Nuveen”) or the Funds’ independent auditors or outside counsel to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Funds’ independent auditors and internal auditors shall have unrestricted accessibility at any time to Committee members.

Responsibilities

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

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

The Audit Committee is responsible for the following:

With respect to Fund financial statements:


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

2.	B.	Requiring the independent auditors to deliver to the Chairman of the Audit Committee a timely report on any issues relating to the significant accounting policies, management judgments and accounting estimates or other matters that would need to be communicated under Statement on Auditing Standards ~~(SAS)~~(sas) No. 90, Audit Committee Communications (which amended ~~SAS~~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.	C.	Discussing with management the Funds’ press releases regarding financial results and dividends, as well as financial information and earnings guidance provided to analysts and rating agencies. This discussion may be done generally, consisting of discussing the types of information to be disclosed and the types of presentations to be made. The Chairman of the Audit Committee shall be authorized to have these discussions with management on behalf of the Audit Committee.

C-2



4.D.	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’

~~G-2~~

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


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

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


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


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

With respect to the independent auditors:


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

2.	B.	Meeting with the independent auditors and Fund management to review the scope, fees, audit plans and staffing for the audit, for the current year. At the conclusion of the audit, reviewing such audit results, including the independent auditors’

C-3


		evaluation of the Funds’ financial and internal controls, any comments or recommendations of the independent auditors, any audit problems or difficulties and management’s response, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, any significant disagreements with management, any accounting adjustments noted or proposed by the auditor but not made by the Fund, any communications between the audit team and the audit firm’s national office regarding auditing or

~~G-3~~


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


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

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

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

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

C-4



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

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

~~G-4~~

With respect to any internal auditor:


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

With respect to pricing and valuation oversight:


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

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

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

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

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

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

C-5



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

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

~~G-5~~


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

Other responsibilities:


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

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

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

5.	X.	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.	Y.	Obtaining reports from management with respect to the Funds’ policies and procedures regarding compliance with applicable laws and regulations.

7.	Z.	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.	AA.	Performing any special reviews, investigations or oversight responsibilities requested by the Board.

9.	BB.	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.

C-6



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

~~11.~~	DD.	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.

~~G-6~~

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

~~G-7~~C-7

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606-1286

(800) 257-8787


www.nuveen.com	~~NAC-MDP1007~~NUV0708

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

999 999 999 999 99ß

3 EASY WAYS TO VOTE YOUR PROXY

1.		Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded instructions.

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

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


FUND NAME PRINTS HERE		THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
~~FUND NAME PRINTS HERE~~ COMMON SHARES		FOR AN ANNUAL MEETING OF SHAREHOLDERS, JULY 29, 2008

~~THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR A SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 12, 2007~~

The ~~Special~~Annual Meeting of shareholders will be held ~~Friday, October 12, 2007~~Tuesday, July 29, 2008 at 10:0030 a.m. Central time, in the 31^st ~~Floor conference room~~Assembly Room of ~~Nuveen Investments, 333 West Wacker Drive,~~The Northern Trust Company, 50 South LaSalle Street, Chicago, ~~Illinois.~~Illinois, 60675. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints ~~Timothy R. Schwertfeger,~~ Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the ~~Special~~Annual Meeting of shareholders to be held on ~~October 12, 2007,~~July 29, 2008, or any adjournment or adjournments thereof.

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE INTERNET (www.proxyweb.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.


ê		ê~~ETF-MA-S-MM~~		NXC-NXR-NXQ-NXP-AE

þ		Preliminary Proxy Statement.
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
o		Definitive Proxy Statement.
o		Definitive Additional Materials.
o		Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12


Q.		Why am I receiving this Proxy Statement?

A.		You are ~~being asked~~receiving this proxy as a Fund shareholder in connection with the annual shareholder meeting for the Nuveen municipal closed-end funds listed at the top of the Notice to ~~vote on two important matters affecting your Fund:~~Shareholders.

		~~(1) Approval~~You are being asked to vote on one or two important matters affecting your investment in the Fund:

		~~Your Fund’s Board, including the independent Board members, unanimously recommends that you vote~~~~FOR~~~~each proposal.~~

		Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders do not cast their votes, your Fund may not be able to hold its meeting or the vote on each issue, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.

Q.		~~How will I as a Fund shareholder be affected if Nuveen becomes a privately-held company?~~Why are shareholders of the Affected Funds being asked to approve the elimination of fundamental investment policies and to approve new fundamental investment policies?

A.		~~Your Fund~~Eliminating the fundamental investment ~~will not change as a result of NAM’s change of ownership. You will still own~~policies and adopting new fundamental investment policies would provide the ~~same Fund shares and the value of those shares will not change as a result of the transaction. NAM will continue~~Affected Funds with increased investment flexibility to ~~manage your Fund according~~rapidly respond to ~~the same objectives and policies as before, and does not anticipate any significant changes to its operations.~~

Q.		~~Will there be any important differences between my Fund’s new investment management agreement and the current agreement?~~

A.		~~No. The terms of the two agreements are substantially the same. There will be no change~~continuing developments in the ~~fees you pay, who manages your Fund, your~~municipal market and would enhance the portfolio managers’ ability to meet each Affected Fund’s ~~objectives~~investment objective. Additionally, the proposed changes will create consistent investment policies for all Nuveen Municipal bond funds and ~~policies, or your Fund’sday-to-day~~ ~~management.~~will help to promote operational efficiencies.

Q.		What ~~will happen~~happens if shareholders ~~do not~~don’t approve the elimination of the fundamental investment policies and/or don’t approve the new fundamental investment ~~management agreement?~~policies?

A.		~~NAM will continue to manage your Fund under an interim investment management agreement, but must place its compensation for its services during this~~


		~~interim period in escrow, pending shareholder approval. This~~The approval of each new fundamental policy is ~~discussed in more detail~~contingent on the elimination of that Fund’s similar current fundamental policy, as indicated in the ~~proxy statement.~~Proxy Statement. The elimination of each Affected Fund’s fundamental name test policy in 2a. is contingent on the approval of each Affected Fund’s new fundamental name test policy as shown in 2b. If the elimination of a fundamental investment policy is not approved by shareholders, that policy will remain in place. Your Fund’s Board urges you to vote without delay in order to avoid potential disruption to the Fund’s operations.

Q.		Who do I call if I have questions?

A.		If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Computershare Fund Services, your Fund proxy solicitor, at~~866-434-7510~~(866) 434-7510. ~~with~~Please have your proxy ~~material.~~material available when you call.

Q.		How do I vote my shares?

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

Q.		Will anyone contact me?

A.		You may receive a call from Computershare Fund Services, the proxy solicitor hired by ~~the~~your Fund, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy.



Matter		Common Shares	~~Common Shares~~	Preferred Shares⁽¹⁾

1.1a(i).	~~To approve a new investment management agreement between Nuveen Asset Management (“NAM” or the “Adviser”)~~For each Minnesota Corporation (except Municipal Value and ~~each Fund~~Municipal Income), election of seven (7) Board Members by all shareholders.	X	X


a(ii).	For each Minnesota Corporation (except Municipal Value and Municipal Income), election of two (2) Board Members by Preferred Shares only.		X


b.	Election of four (4) Board Members for Municipal Value and Municipal Income by all shareholders.	X	N/A


c(i).	For each Massachusetts Business Trust (except Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2), election of three (3) Board Members by all shareholders.	X	X


c(ii).	For each Massachusetts Business Trust (except Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2), election of two (2) Board Members by Preferred Shares only.		X


d.	Election of four (4) Board Members for Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2 by all shareholders.	X	N/A


2.	~~To ratify~~For Municipal Value, Municipal Income, Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premium Income 2, Premium Income 4, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Municipal High Income, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio, to approve the ~~selection~~elimination of ~~independent registered public accounting firm~~fundamental investment policies and to approve the adoption of new fundamental investment policies.	X	X

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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




	2)		Aggregate number of securities to which transaction applies:




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




	4)		Proposed maximum aggregate value of transaction:




	5)		Total fee paid:

o		Fee paid previously with preliminary materials.

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

	1)		Amount Previously Paid:




	2)		Form, Schedule or Registration Statement No.:




	3)		Filing Party:




	4)		Date Filed:


	(i)	Updated Investment Policies (All Funds except Nuveen Municipal High Income Opportunity Fund 2 (the “Affected Funds”)). Nuveen’s municipal closed-end funds are seeking to adopt a uniform, “up to date” set of investment policies (the “New Investment Policies”). In general, these funds currently have a somewhat diverse set of policies, reflecting when the funds were launched over the past 20 years as well as developments over time in the municipal market, including new types of securities as well as investment strategies. The potential benefits to you as a fund shareholder of the New Investment ~~Management Agreement. Nuveen Asset Management (“NAM”) serves as your Fund’s~~Policies are:


	•	Enhanced ability of the Affected Funds to generate attractive levels of tax-exempt income, while retaining the Affected Funds’ orientation on investment ~~adviser. Nuveen Investments, Inc. (“Nuveen”),~~grade quality municipal securities;

	•	Increased flexibility in diversifying portfolio risks and managing duration (the sensitivity of bond prices to interest rate changes) to pursue the ~~parent company~~preservation and possible growth of ~~NAM, recently announced its intention~~capital, which if successful will help to ~~be acquired by investors led by Madison Dearborn Partners, LLC,~~sustain and ~~to thereby become a privately-held company. In the event this takes place, securities laws require your Fund’s shareholders to approve a new investment management agreement between NAM~~build common shareholder net asset value and ~~the Fund;~~asset coverage levels for preferred shares; and

	•	Improved secondary market competitiveness which may benefit common shareholders through higher relative market priceand/or stronger premium/discount performance.

		~~(2) Ratification~~
	(ii)	Approval of ~~Independent Registered Public Accounting Firm. This~~Fund Board Nominees (All Funds). Each year, you and other Fund shareholders ~~are being asked to ratify~~must approve the ~~selection~~election of ~~the independent registered public accounting firm. Ernst and Young LLP has been selected~~Board members to serve ason your Fund’s ~~independent registered public accounting firm.~~Board. This is a requirement for all funds that list their common shares on a stock exchange. The Funds described in this proxy statement are holding their annual shareholder meetings at which Board members will be elected. The list of specific nominees is contained in the enclosed proxy.


1.	To ~~approve~~elect Members to the Board of Directors/Trustees (each a ~~new investment management agreement between~~“Board” and each Director or Trustee a “Board Member”) of each Fund ~~and Nuveen Asset Management (“NAM”), each Fund’s investment adviser.~~as outlined below:


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

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


	b.	For Municipal Value and Municipal Income, to elect four (4) Board Members.

	c.	For each Massachusetts business trust, except Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Municipal High Income 2, to elect five (5) Board Members:


	i)	three (3) Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and

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


2.	To ~~ratify~~approve the ~~selection~~elimination of ~~Ernst & Young LLP as independent registered public accounting firm~~fundamental investment policies and to approve the adoption of new fundamental investment policies for ~~the current fiscal year.~~each of Municipal Value, Municipal Income, Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premium Income 2, Premium Income 4, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Municipal High Income, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, and New York Portfolio.

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


(1)	Municipal Auction Rate Cumulative Preferred Shares (“MuniPreferred”) are referred to as “Preferred Shares.” Municipal Value, Municipal Income, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio have not issued Preferred Shares.



Fund	Ticker Symbol*	Common Shares		Preferred Shares


California Dividend Advantage	NAC		23,480,254	Series TH	3,500
				Series F	3,500


California Dividend Advantage 2	NVX		14,797,422	Series M	2,200
				Series F	2,200


California Dividend Advantage 3	NZH		24,132,334	Series M	3,740
				Series TH	3,740
				Series F	2,200


California Premium Income	NCU		5,775,188	Series M	1,720


Insured California Dividend	NKL		15,286,005	Series T	2,360
Advantage				Series F	2,360
				Series TH	1,900


Insured California Tax-Free Advantage	NKX		5,885,441	Series TH	1,800


Insured Premium Income 2	NPX		37,353,512	Series M	2,080
				Series T	2,200
				Series W	2,080
				Series TH	2,200
				Series F	2,196


Dividend Advantage	NAD		39,287,298	Series M	4,000
				Series T	4,000
				Series TH	3,800



	Audit Fees⁽¹⁾				Audit Related Fees⁽²⁾								Tax Fees⁽³⁾								All Other Fees⁽⁴⁾
									Adviser and								Adviser and								Adviser and
	Fund				Fund				Adviser Entities				Fund				Adviser Entities				Fund				Adviser Entities
	Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal		Fiscal
	Year		Year		Year		Year		Year		Year		Year		Year		Year		Year		Year		Year		Year		Year
	Ended		Ended		Ended		Ended		Ended		Ended		Ended		Ended		Ended		Ended		Ended		Ended		Ended		Ended
	2006		2007		2006		2007		2006		2007		2006		2007		2006		2007		2006		2007		2006		2007


Select Maturities	$	9,192	$	9,674	$	0	$	0	$	0	$	0	$	405	$	0	$	2,400	$	0	$	0	$	0	$	0	$	0
Select Portfolio		12,030		12,684		0		0		0		0		410		0		2,400		0		0		0		0		0
Select Portfolio 2		12,400		13,103		0		0		0		0		410		0		2,400		0		0		0		0		0
Select Portfolio 3		10,680		11,265		0		0		0		0		407		0		2,400		0		0		0		0		0
California Portfolio		8,327		8,778		0		0		0		0		404		0		2,400		0		0		0		0		0
New York Portfolio		7,432		7,825		0		0		0		0		402		0		2,400		0		0		0		0		0


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

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

(3)	“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. ~~Amounts~~[Amounts reported for each respective Fund under the column heading “Adviser and Adviser Entities” ~~represents~~represent amounts billed to the Adviser, by each Fund’s independent registered public accounting firm, exclusively for the preparation of the Fund’s tax return, the cost of which is borne by the Adviser. In the aggregate, for all Nuveen funds, these fees amounted to ~~$161,400 in 2006. Beginning with fund fiscal years ended August 31, 2006, Ernst & Young LLP no longer prepares the fund tax returns.~~
$ .]
(4)	“All Other Fees” are the aggregate fees billed for products and services ~~other than “Audit Fees,” “Audit~~foragreed-upon [procedures] engagements for the leveraged Funds.



					Total Non-Audit Fees Billed to
					Adviser and Adviser Entities
					(Engagements Related Directly				Total Non-Audit Fees Billed to
	Total Non-Audit				to the Operations and				Adviser and Adviser Entities
	Fees Billed to Fund				Financial Reporting of Fund)				(All Other Engagements)				Total
	Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year
Fund	Ended 2006		Ended 2007		Ended 2006		Ended 2007		Ended 2006		Ended 2007		Ended 2006		Ended 2007


Select Maturities	$	405	$	0	$	2,400	$	0	$	0	$	0	$	2,805	$	0
Select Portfolio		410		0		2,400		0		0		0		2,810		0
Select Portfolio 2		410		0		2,400		0		0		0		2,810		0
Select Portfolio 3		407		0		2,400		0		0		0		2,807		0
California Portfolio		404		0		2,400		0		0		0		2,804		0
New York Portfolio		402		0		2,400		0		0		0		2,802		0



					Total Non-Audit Fees Billed to
					Advisers and Adviser Entities
					(Engagements Related				Total Non-Audit Fees Billed to
	Total Non-Audit				Directly to the Operations and				Advisers and Adviser Entities
	Fees Billed to Fund				Financial Reporting of Fund)				(All Other Engagements)				Total
	Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year		Fiscal Year
Fund	Ended 2006		Ended 2007		Ended 2006		Ended 2007		Ended 2006		Ended 2007		Ended 2006		Ended 2007


Municipal Value Fund	$	400	$	500	$	0	$	0	$	0	$	0	$	400	$	500
Municipal Income Fund		400		500		0		0		0		0		400		500
Premium Income Fund		3,350		3,650		0		0		0		0		3,350		3,650
Performance Plus Fund		3,350		3,650		0		0		0		0		3,350		3,650
Municipal Advantage Fund		3,350		3,650		0		0		0		0		3,350		3,650
Municipal Market Opportunity Fund		3,350		3,650		0		0		0		0		3,350		3,650
Investment Quality Fund		3,350		3,650		0		0		0		0		3,350		3,650
Select Quality Fund		3,350		3,650		0		0		0		0		3,350		3,650
Quality Income Fund		3,350		3,650		0		0		0		0		3,350		3,650
Premier Municipal Income Fund		3,350		3,650		0		0		0		0		3,350		3,650
Premium Income Fund 2		3,350		3,650		0		0		0		0		3,350		3,650
Premium Income Fund 4		3,350		3,650		0		0		0		0		3,350		3,650
Dividend Advantage Fund		3,350		2,050		0		0		0		0		3,350		2,050
Dividend Advantage Fund 2		3,350		2,050		0		0		0		0		3,350		2,050
Dividend Advantage Fund 3		3,350		2,050		0		0		0		0		3,350		2,050
Municipal High Income Opportunity Fund		1,100		1,250		0		0		0		0		1,100		1,250


											Municipal
Board Member	Municipal		Municipal		Premium		Performance		Municipal		Market		Investment		Select		Quality		Premier		Premium		Premium
Nominees	Value		Income		Income		Plus		Advantage		Opportunity		Quality		Quality		Income		Municipal		Income 2		Income 4


Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Jack B. Evans	$	0	$	0	$	0	$	0	$	0	Over $	100,000	$	0	$	0	$	0	$	10,001-$50,000	$	0	$	0
William C. Hunter	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
David J. Kundert	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
William J. Schneider	$	0	$	0	$	0	$	50,001-$100,000	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Judith M. Stockdale	$	0	$	0	$	0	$	0	$	0	$	10,001-$50,000	$	0	$	0	$	0	$	0	$	1-$10,000	$	0
Carole E. Stone	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Terence J. Toth⁽¹⁾	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Board Member/Nominee who is an interested person of the Funds
John P. Amboian⁽¹⁾	$	0	$	0	Over $	100,000	$	0	Over $	100,000	$	0	$	0	$	0	$	0	$	50,001-$100,000	$	0	$	0


Dollar Range of Equity Securities
																							Aggregate Dollar
																							Range of Equity
																							Securities in
																							All Registered
																							Investment
																							Companies
																							Overseen by
																							Board Member
																							Nominees in
																							Family of
Board Member	Dividend		Dividend		Dividend		Municipal		Municipal		Select		Select		Select		Select		California		New York		Investment
Nominees	Advantage		Advantage 2		Advantage 3		High Income		High Income 2		Maturities		Portfolio		Portfolio 2		Portfolio 3		Portfolio		Portfolio		Companies⁽²⁾


Board Members/Nominees who are not interested persons of the Funds
Robert P. Bremner	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Over $	100,000
Jack B. Evans	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Over $	100,000
William C. Hunter	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Over $	100,000
David J. Kundert	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Over $	100,000
William J. Schneider	$	0	$	0	$	0	$	50,001-$100,000	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Over $	100,000
Judith M. Stockdale	$	10,001-$50,000	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Over $	100,000
Carole E. Stone	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	10,0001-$50,000
Terence J. Toth(1)	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Board Member/Nominee who is an interested person of the Funds
John P. Amboian⁽¹⁾	$	0	$	0	Over $	100,000	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	Over $	100,000


(1)	In April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective June 30, 2008. Mr. Toth did not own any shares of Nuveen Funds prior to becoming a Board Member.


(2)	The amounts reflect the aggregate dollar range of equity securities and the number of shares beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by the Board Member.


Fund Shares Owned By Board Members And Officers⁽¹⁾

					Insured	Insured
	California	California	California	California	California	California	Insured						Insured	Insured
	Dividend	Dividend	Dividend	Premium	Dividend	Tax-Free	Premium	Dividend			Dividend	Dividend	Dividend	Tax-Free	Municipal	Select
Board Members	Advantage	Advantage 2	Advantage 3	Income	Advantage	Advantage	Income 2	Advantage			Advantage 2	Advantage 3	Advantage	Advantage	High Income	Maturities


Board Members who are not interested persons of the Fund
Robert P. Bremner	0	0	0	0	0	0	0		0		0	0	0	0	0	0
Jack B. Evans	0	0	0	0	0	0	0		0		0	0	0	0	0	0
William C. Hunter	0	0	0	0	0	0	0		0		0	0	0	0	0	0
David J. Kundert	0	0	0	0	0	0	0		0		0	0	0	0	0	0
William J. Schneider	0	0	0	0	0	0	0		0		0	0	0	0	660	0
Judith M. Stockdale	0	0	0	0	0	0	0		857		0	0	0	0	0	0
Carole E. Stone⁽²⁾	0	0	0	0	0	0	0		0		0	0	0	0	0	0
Board Member who is an interested person of the Fund
Timothy R. Schwertfeger	0	0	0	0	0	0	0		340	⁽³⁾	25,000	30,000	0	0	0	0
All Board Members and Officers as a Group	0	0	0	0	0	0	0		2,887		26,000	32,100	0	0	660	0


~~(1)~~	The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.

~~(2)~~	~~In December 2006, Ms. Stone was appointed to each Fund’s Board effective January 1, 2007. Ms. Stone did not own shares of Nuveen Funds prior to being appointed as a Board Member.~~

~~(3)~~	~~Fund Shares owned by Mr. Schwertfeger include 30 Preferred Shares of Dividend Advantage.~~


(1)	The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board ~~Members. The information~~Members as ~~to beneficial ownership is based on statements furnished by each Board Member and officer.~~more fully described below.


(2)	In ~~December 2006, Ms. Stone was~~April 2008, Mr. Amboian and Mr. Toth were appointed to each Fund’s Board effective ~~January 1, 2007. Ms. Stone~~June 30, 2008. Mr. Toth did not own any shares of Nuveen Funds prior to ~~being appointed as~~becoming a Board Member.


									Compliance, Risk
									Management
									and Regulatory				Nominating and
	Regular		Special		Executive		Dividend		Oversight		Audit		Governance
	Board		Board		Committee		Committee		Committee		Committee		Committee
Fund	Meeting		Meeting		Meeting		Meeting		Meeting		Meeting		Meeting


Municipal Value		4		10		1		5		4		4		6
Municipal Income		4		10		1		5		4		4		6
Premium Income		4		10		1		5		4		4		6
Performance Plus		4		10		1		5		4		4		6
Municipal Advantage		4		10		1		5		4		4		6
Municipal Market Opportunity		4		10		1		5		4		4		6
Investment Quality		4		10		1		5		4		4		6
Select Quality		4		10		1		5		4		4		6
Quality Income		4		10		1		5		4		4		6
Premier Municipal		4		10		1		5		4		4		6
Premium Income 2		4		10		1		5		4		4		6
Premium Income 4		4		10		1		5		4		4		6
Dividend Advantage		4		10		1		5		4		4		6
Dividend Advantage 2		4		10		1		5		4		4		6
Dividend Advantage 3		4		10		1		5		4		4		6
Municipal High Income		4		10		1		5		4		4		6
Municipal High Income 2		4		10		1		6		4		4		6
Select Maturities		4		8		1		6		4		4		6
Select Portfolio		4		8		1		6		4		4		6
Select Portfolio 2		4		8		1		6		4		4		6
Select Portfolio 3		4		8		1		6		4		4		6
California Portfolio		4		8		1		6		4		4		6
New York Portfolio		4		8		1		6		4		4		6


Complex-Level Asset Breakpoint Level	Effective Rate at Breakpoint Level
($ million)	(%)

55,000		0.2000
56,000		0.1996
57,000		0.1989
60,000		0.1961
63,000		0.1931
66,000		0.1900
71,000		0.1851
76,000		0.1806
80,000		0.1773
91,000		0.1691
125,000		0.1599
200,000		0.1505
250,000		0.1469
300,000		0.1445


3.	The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Fund, as trustees, officers or agents of the Fund, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

4.	Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Fund are, or may be, interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Fund otherwise than as trustees, officers or agents.



					Fees Paid to the
	Fund Average				Adviser During Last		Net Assets as
Fund	Daily Net Assets	Fee Rate			Fiscal Year		of 6/30/07


California Dividend Advantage	For the first $125 million		0.4500	%	$	3,350,026	$	528,891,581
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets $2 billion and over		0.3750	%



					Fees Paid to
					the Adviser
	Fund Average	Fee			During Last		Net Assets as
Fund	Daily Net Assets	Rate			Fiscal Year		of 6/30/07


California Dividend Advantage 2	For the first $125 million		0.4500	%	$	2,104,016	$	330,533,362
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets $2 billion and over		0.3750	%

California Dividend Advantage 3	For the first $125 million		0.4500	%	$	3,393,539	$	539,175,264
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets $2 billion and over		0.3750	%

California Premium Income	For the first $125 million		0.4500	%	$	811,073	$	125,334,905
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For the next $3 billion		0.3875	%
	For net assets $5 billion and over		0.3750	%

Insured California Dividend Advantage	For the first $125 million		0.4500	%	$	2,210,635	$	348,441,969
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets $2 billion and over		0.3750	%

Insured California Tax-Free Advantage	For the first $125 million		0.4500	%	$	841,555	$	131,236,320
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets $2 billion and over		0.3750	%

Insured Premium Income 2	For the first $125 million		0.4500	%	$	4,851,178	$	775,912,134
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For the next $3 billion		0.3875	%
	For net assets of $5 billion and over		0.3750	%



					Fees Paid to
					the Adviser
	Fund Average	Fee			During Last		Net Assets as
Fund	Daily Net Assets	Rate			Fiscal Year		of 6/30/07


Dividend Advantage	For the first $125 million		0.4500	%	$	5,485,410	$	882,050,128
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets of $2 billion and over		0.3750	%

Dividend Advantage 2	For the first $125 million		0.4500	%	$	4,228,760	$	678,962,111
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets of $2 billion and over		0.3750	%

Dividend Advantage 3	For the first $125 million		0.4500	%	$	5,696,085	$	916,107,259
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets of $2 billion and over		0.3750	%

Insured Dividend Advantage	For the first $125 million		0.4500	%	$	4,242,846	$	676,612,346
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets of $2 billion and over		0.3750	%

Insured Tax-Free Advantage	For the first $125 million		0.4500	%	$	2,593,376	$	413,164,043
	For the next $125 million		0.4375	%
	For the next $250 million		0.4250	%
	For the next $500 million		0.4125	%
	For the next $1 billion		0.4000	%
	For net assets of $2 billion and over		0.3750	%

Municipal High Income	For the first $125 million		0.5500	%	$	3,732,074	$	521,022,777
	For the next $125 million		0.5375	%
	For the next $250 million		0.5250	%
	For the next $500 million		0.5125	%
	For the next $1 billion		0.5000	%
	For net assets of $2 billion and over		0.4750	%