SCHEDULE 14A
                                 (RULE 14A-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

     Filed by the registrant [X]

     Filed by a party other than the registrant [ ]

     Check the appropriate box:

     [X] Preliminary proxy statement.       [ ] Confidential, for use of the
                                                Commission only (as permitted by
                                                Rule 14a-6(e)(2).

     [ ] Definitive proxy statement.

     [ ] Definitive additional materials.

     [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

               NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC.(NPT)
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                (Name of Registrant as Specified in Its Charter)


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

Payment of filing fee (check the appropriate box):

     [X] No fee required.

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

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

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

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

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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

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

     (1) Amount Previously Paid:

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

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     (3) Filing Party:

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     (4) Date Filed:

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                                                       [NAC CLOSED-END MN CORP.]

                                IMPORTANT NOTICE
                      TO NUVEEN [           ] SHAREHOLDERS

                                   JULY 2003

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

Q.  WHY AM I RECEIVING THIS PROXY STATEMENT?

A.   Closed-end investment companies listed on the New York Stock Exchange such
     as your Fund are required to hold annual meetings to approve the election
     of Directors. In addition, such companies are required to obtain
     shareholder approval for certain changes to their investment policies. Your
     Fund is seeking shareholder approval on the following items:

     1. To elect directors to serve on each Fund's Board of Directors.

     2. To approve changes to each Fund's fundamental investment policies.

     3. To approve an Agreement and Plan of Reorganization to reorganize each
        Fund into a newly created Massachusetts business trust.

     Please refer to the proxy statement for a detailed explanation of the
     proposed items.

Q.  WHY ARE INDIVIDUALS RECOMMENDED FOR ELECTION TO THE BOARD OF DIRECTORS?

A.   Currently, two separate board clusters oversee the funds in the Nuveen
     family of funds. One board cluster comprised of the same board members
     oversees the funds managed by Nuveen Advisory Corp. and one board cluster
     comprised of the same board members oversees all but one of the funds
     managed by Nuveen Institutional Advisory Corp. (the "Adviser"). The Board
     of your Fund has proposed to consolidate both board clusters into a single
     board cluster so that the same individuals serve on the boards of most
     Nuveen funds.

     Your Board believes that the consolidation of board clusters will have the
     following advantages:

     - combining the board will avoid the need to add new board members to each
       board cluster at various later dates to maintain the current size and
       structure of each board cluster and thereby avoid the costs associated
       with multiple meetings to fill such vacancies;

     - combining the board ensures that each Fund will gain new board members
       that are already knowledgeable about Nuveen and investment companies in
       general;

     - consolidating the board clusters into one board would reduce the
       duplication of board materials and reports covering the same issues and
       would avoid the need for repeated presentation by the same personnel at
       different meetings;

     - reducing the administrative burden allows the Adviser and its personnel
       to focus on non-administrative matters; and

     - a single board overseeing all operations of the Nuveen family of funds
       will have a better picture of all issues facing shareholders and would
       eliminate any inconsistencies between how each board cluster approaches
       issues.

Q.  WHICH FUNDAMENTAL INVESTMENT POLICIES ARE CHANGING?

A.   Your Board has proposed to amend your Fund's fundamental investment
     policies relating to borrowing and lending in connection with the
     implementation of a proposed interfund lending program.

Q.  WHY IS THE FUND PROPOSING TO CHANGE ITS FUNDAMENTAL INVESTMENT POLICIES?

A.   In connection with disaster recovery planning and to provide liquidity in
     the event that open-end funds in the Nuveen family of funds encounter
     higher than normal redemption requests that may follow a national disaster
     such as the events of September 11, 2001, your Board has authorized the
     Fund's participation in an interfund lending program that would allow the
     Nuveen Funds, including your Fund, to lend and borrow cash for temporary
     purposes directly to and from each other. The proposed new fundamental
     investment policies will enable your Fund to participate in this interfund
     lending program.


Q.  WHAT IS THE PURPOSE OF THE REORGANIZATION?

A.   The purpose of the reorganization is for each Fund, currently organized as
     a Minnesota corporation (each, a "Minnesota Fund"), to reorganize (each, a
     "Reorganization") into a newly created Massachusetts business trust (each,
     a "Massachusetts Fund"). This type of reorganization may be referred to as
     a "change in domicile reorganization."

     The Board of each Fund believes that each Reorganization will achieve the
     following advantages:

     - create savings and operating efficiencies by realizing economies of scale
       through increased standardization of documents among the Nuveen family of
       funds, most of which are organized as Massachusetts business trusts;

     - lower expenses, particularly legal expenses, through economies of scale
       associated with compliance by the Nuveen family of funds with
       Massachusetts law only, rather than both Minnesota and Massachusetts law;

     - reducing such administrative burdens will allow the Adviser and its
       personnel to focus more on non-administrative matters;

     - create flexibility in conducting its business as a closed-end investment
       company. For example, under each Fund's interpretation of Minnesota law,
       the Board of the Fund does not have the authority, without shareholder
       approval, to (a) increase the number of authorized shares of an existing
       series of MuniPreferred or (b) make amendments to certain rating agency
       definitions in the Fund's Statement Establishing and Fixing the Rights
       and Preferences of MuniPreferred. However, a Massachusetts business trust
       may provide for the flexibility to take these actions without shareholder
       approval.

Q.  HOW DO THE DIRECTORS OF MY FUND SUGGEST THAT I VOTE?

A.   After careful consideration, the trustees of your Fund unanimously
     recommend that you vote "FOR" each of the items proposed.

Q.  WILL MY VOTE MAKE A DIFFERENCE?

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

Q.  WHO DO I CALL IF I HAVE QUESTIONS?

A.   If you need any assistance, or have any questions regarding the proposals
     or how to vote your shares, please call your financial advisor or call
     Nuveen at (800) 257-8787 weekdays from 7:00 a.m. to 7:00 p.m. Central time.

Q.  HOW DO I VOTE MY SHARES?

A.   You can vote your shares by completing and signing the enclosed proxy card,
     and mailing it in the enclosed postage-paid envelope. In addition, you may
     vote by telephone by calling the toll-free number on the proxy card or by
     computer over the internet (www.proxyvote.com) and using the control number
     on the proxy card.

Q.  WILL ANYONE CONTACT ME?

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



                                                           
NOTICE OF ANNUAL MEETING                                      333 West Wacker Drive
OF SHAREHOLDERS                                               Chicago, Illinois
JULY 28, 2003                                                 60606
                                                              (800) 257-8787


NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. (NPI)
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC. (NPP)
NUVEEN MUNICIPAL ADVANTAGE FUND, INC. (NMA)
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NMO)
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQM)
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC. (NQI)
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC. (NQS)
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC. (NQU)
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. (NIO)
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC. (NPF)
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC. (NIF)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC. (NPM)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC. (NPT)

           , 2003

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Municipal Value Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund,
Inc. ("Municipal Income"), Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc.,
Nuveen Municipal Market Opportunity Fund, Inc., Nuveen Investment Quality
Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc., Nuveen Select
Quality Municipal Fund, Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen
Insured Municipal Opportunity Fund, Inc., Nuveen Premier Municipal Income Fund,
Inc., Nuveen Premier Insured Municipal Income Fund, Inc., Nuveen Premium Income
Municipal Fund 2, Inc., and Nuveen Premium Income Municipal Fund 4, Inc., each a
Minnesota corporation (individually, a "Fund" and collectively, the "Funds"),
will be held in the Sixth Floor auditorium of the Northern Trust Company, 50
South LaSalle Street, Chicago, Illinois, on Monday, July 28, 2003, at 10:30
a.m., Chicago time, for the following purposes and to transact such other
business, if any, as may properly come before the Annual Meeting:

MATTERS TO BE VOTED ON BY SHAREHOLDERS:

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

          a. For each Fund except Municipal Value and Municipal Income, to elect
     twelve (12) Board Members to serve until the next Annual Meeting and until
     their successors shall have been duly elected and qualified:

             i) ten (10) Board Members to be elected by the holders of Common
        Shares and Municipal Auction Rate Cumulative Preferred Stock
        ("MuniPreferred"), voting together as a single class; and

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

          b. For Municipal Value and Municipal Income, to elect twelve (12)
     Board Members for multiple year terms or until their successors shall have
     been duly elected and qualified.

2. To approve changes to each Fund's fundamental investment policies.

3. To approve an Agreement and Plan of Reorganization and the transactions
contemplated thereby, the net effect of which would be to reorganize each Fund
into a newly created Massachusetts business trust.

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

Shareholders of record at the close of business on May 29, 2003 are entitled to
notice of and to vote at the Annual Meeting.


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

Jessica R. Droeger
Vice President and Secretary



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


          , 2003

NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. (NPI)
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC. (NPP)
NUVEEN MUNICIPAL ADVANTAGE FUND, INC. (NMA)
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NMO)
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQM)
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC. (NQI)
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC. (NQS)
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC. (NQU)
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. (NIO)
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC. (NPF)
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC. (NIF)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC. (NPM)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC. (NPT)

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (each a "Board" and collectively, the "Boards," and each
Director a "Board Member" and collectively, the "Board Members") of each of
Nuveen Municipal Value Fund, Inc. ("Municipal Value"), Nuveen Municipal Income
Fund, Inc. ("Municipal Income"), Nuveen Premium Income Municipal Fund, Inc.
("Premium Income"), Nuveen Performance Plus Municipal Fund, Inc. ("Performance
Plus"), Nuveen Municipal Advantage Fund, Inc. ("Municipal Advantage"), Nuveen
Municipal Market Opportunity Fund, Inc. ("Municipal Market Opportunity"), Nuveen
Investment Quality Municipal Fund, Inc. ("Investment Quality"), Nuveen Insured
Quality Municipal Fund, Inc. ("Insured Quality"), Nuveen Select Quality
Municipal Fund, Inc. ("Select Quality"), Nuveen Quality Income Municipal Fund,
Inc. ("Quality Income"), Nuveen Insured Municipal Opportunity Fund, Inc.
("Insured Municipal Opportunity"), Nuveen Premier Municipal Income Fund, Inc.
("Premier Municipal"), Nuveen Premier Insured Municipal Income Fund, Inc.
("Premier Insured"), Nuveen Premium Income Municipal Fund 2, Inc. ("Premium
Income 2") and Nuveen Premium Income Municipal Fund 4, Inc. ("Premium Income 4")
(individually, a "Fund" and collectively, the "Funds"), of proxies to be voted
at the Annual Meeting of Shareholders to be held on July 28, 2003 (for each
Fund, an "Annual Meeting" and collectively, the "Annual Meetings"), and at any
and all adjournments thereof.

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

This Joint Proxy Statement is first being mailed to shareholders on or about
                    , 2003.

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


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



          ----------------------------------------------------------------------------------
                                                                        COMMON     MUNI-
                                     MATTER                             SHARES  PREFERRED(1)
          ----------------------------------------------------------------------------------
                                                                       
  1a(i).  Election of ten (10) Board Members by all shareholders             X             X
          (except Municipal Value and Municipal Income).
  a(ii).  Election of two (2) Board Members by MuniPreferred only                          X
          (except Municipal Value and Municipal Income).
      b.  Election of twelve (12) Board Members for Municipal Value          X           N/A
          and Municipal Income by all common shareholders.
     2a.  Change in fundamental investment policy by all shareholders        X             X
          together as a single class and by MuniPreferred shareholders
          as a separate class.
      3.  Approval of Agreement and Plan of Reorganization by all            X             X
          shareholders together as a single class and by each series
          of MuniPreferred voting as a separate class.
          ----------------------------------------------------------------------------------


(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Stock."

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

For each Fund abstentions and broker non-votes will be treated as shares voted
against the election of Board Members, against the proposed changes to each
Fund's fundamental investment policies and against the Agreement and Plan of
Reorganization. The details of the proposals to be voted on by the shareholders
and the vote required for approval of the proposals are set forth under the
description of each proposal below.

Shares of a series of MuniPreferred held in "street name" as to which voting
instructions have not been received from the beneficial owners or persons
entitled to vote as of one business day before the meeting, or, if adjourned,
one business day before the day to which the 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 each item in the same
proportion as the votes cast by all MuniPreferred shareholders of that series
who have voted on that item. Rule 452 permits proportionate voting for a series
of MuniPreferred with respect to a particular item if, among other things, (i) a
minimum of 30% of the shares of MuniPreferred of that series outstanding has
been voted by the holders of such shares with respect to such item and (ii) less
than 10% of the shares of MuniPreferred of that series 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 May
29, 2003 will be entitled to one vote for each share held. As of May 29, 2003,
the shares of the Funds were issued and outstanding as follows:



---------------------------------------------------------------
                       TICKER
        FUND           SYMBOL  COMMON SHARES    MUNIPREFERRED
---------------------------------------------------------------
                                         
Municipal Value         (NUV)                   N/A
Municipal Income        (NMI)                   N/A
Premium Income          (NPI)                 3,800  Series M
                                              2,000  Series M2
                                              3,800  Series T
                                              3,800  Series W
                                              3,800  Series TH
                                              3,800  Series F
Performance Plus.....   (NPP)                 4,000  Series M
                                              4,000  Series T
                                              4,000  Series W
                                              3,160  Series TH
                                              4,000  Series F




---------------------------------------------------------------
                       TICKER
        FUND           SYMBOL  COMMON SHARES    MUNIPREFERRED
---------------------------------------------------------------
                                         
Municipal               (NMA)                 3,000  Series M
Advantage                                     3,000  Series T
                                              3,000  Series W
                                              2,320  Series TH
                                              3,000  Series F
Municipal Market        (NMO)                 4,000  Series M
Opportunity                                   4,000  Series T
                                              3,200  Series W
                                              4,000  Series F


                           2




---------------------------------------------------------------
                       TICKER
        FUND           SYMBOL  COMMON SHARES    MUNIPREFERRED
---------------------------------------------------------------
                                         
Investment Quality      (NQM)                 2,500  Series M
                                              2,500  Series T
                                              2,500  Series W
                                              2,040  Series TH
                                              2,500  Series F
Insured Quality         (NQI)                 2,600  Series M
                                              2,600  Series T
                                              2,600  Series W
                                              2,320  Series TH
                                              2,600  Series F
Select Quality          (NQS)                 2,000  Series M
                                              2,000  Series T
                                              2,800  Series W
                                              1,560  Series TH
                                              2,800  Series F
Quality Income          (NQU)                 3,000  Series M
                                              3,000  Series T
                                              3,000  Series W
                                              2,080  Series W2
                                              4,000  Series TH
                                              3,000  Series F
Insured Municipal       (NIO)                 4,000  Series M
Opportunity                                   4,000  Series T
                                              4,000  Series W
                                              3,200  Series W2
                                              4,000  Series TH1
                                              4,000  Series TH2
                                              4,000  Series F




---------------------------------------------------------------
                       TICKER
        FUND           SYMBOL  COMMON SHARES    MUNIPREFERRED
---------------------------------------------------------------
                                         
Premier Municipal       (NPF)                 1,000  Series M
                                              2,800  Series T
                                              2,800  Series TH
Premier Insured         (NIF)                   840  Series W
                                              2,800  Series TH
                                              2,800  Series F
Premium Income 2        (NPM)                 2,000  Series M
                                              3,000  Series T
                                              2,000  Series W
                                              3,000  Series TH
                                              2,000  Series F
                                              1,880  Series F2
Premium Income 4        (NPT)                 2,200  Series M
                                              2,000  Series T
                                              1,328  Series T2
                                              1,680  Series W
                                                520  Series W2
                                              2,680  Series TH
                                              1,800  Series F
                                              1,328  Series F2


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

* The common shares of all the Funds are listed on the New York Stock Exchange.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

GENERAL

Currently, two separate board clusters oversee the funds in the Nuveen family of
funds. One board cluster comprised of the same board members oversees the funds
managed by Nuveen Advisory Corp. ("NAC" or the "Adviser") and one board cluster
comprised of the same board members oversees all but one of the funds managed by
Nuveen Institutional Advisory Corp. ("NIAC"). Each current board cluster has a
total of six board members who are not "interested persons" (as that term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act")) and
who are not affiliated with Nuveen or a fund's investment adviser (the
"Independent Board Members") and one board member who is an "interested person."
Below is a list of board members of each board cluster.

The Boards of each Fund have proposed to consolidate both board clusters into a
single board cluster so that the same individuals serve on the boards of most of
the Nuveen funds. All individuals serving on both board clusters are nominated
to serve on the combined board except James E. Bacon, who is retiring. Mr. Bacon
currently serves as a Board Member on the NIAC board cluster.

The following is a list of the nominees under the proposal who are continuing
Board Members of each Fund and the nominees who are new board members:



------------------------------------------------------------------------------------------------------------
    CONTINUING BOARD MEMBERS (NAC BOARD CLUSTER):         NEW BOARD MEMBER NOMINEES (NIAC BOARD CLUSTER):
------------------------------------------------------------------------------------------------------------
                                                    
Timothy R. Schwertfeger*                               William E. Bennett
Robert P. Bremner                                      Jack B. Evans
Lawrence H. Brown                                      William L. Kissick
Anne E. Impellizzeri                                   Thomas E. Leafstrand
Peter R. Sawers                                        Sheila W. Wellington
William J. Schneider
Judith M. Stockdale
------------------------------------------------------------------------------------------------------------


* Interested person. Mr. Schwertfeger currently serves on both board clusters.

In part, the proposal to create a single board is being recommended because of
the large number of retirements that will occur over the next few years. Within
two years, the aggregate number of Independent Board Members that serve on both

                           3


board clusters (currently 12) is expected to fall to six, due to a number of
retirements because of age and/or tenure limitations for board membership.
Combining the board will avoid the need to add new board members to each board
cluster at various later dates to maintain the current size and structure of
each board cluster and thereby avoid the costs associated with multiple meetings
to fill such vacancies. In addition, combining the board ensures that each Fund
will gain new board members that are already knowledgeable about Nuveen and
investment companies in general.

Historically, the two separate board clusters have had separate meetings but
often have reviewed similar policy issues, contractual arrangements and other
matters. Among other potential efficiencies, the Board of each Fund believes
that consolidating the board clusters into one board would reduce the
duplication of board materials and reports covering the same issues and would
avoid the need for repeated presentation by the same personnel at different
meetings. This would permit the Adviser and its personnel to focus on
non-administrative matters. In addition, a single board overseeing all
operations of the Nuveen family of funds will have a better picture of all
issues facing shareholders. Furthermore, a single board would eliminate any
inconsistencies between how each board cluster approaches issues.

At its May 15, 2003 meeting, each board cluster reviewed the compensation paid
to Independent Board Members and determined that compensation should be
increased because of the expanded responsibilities of the Board Members due to
(a) the increase in the number and types of investment companies overseen by the
Board Members and (b) recent additional legal and regulatory requirements.
Effective July 1, 2003, for all Nuveen Funds overseen, Independent Board Members
will receive a $65,000 annual retainer for all Nuveen Funds, plus (a) a fee of
$2,000 per day for attendance in person or by telephone, if for unavoidable
reasons, at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled, board meeting; (c) a fee
of $1,000 per day for attendance in person at an Audit Committee meeting where
in-person attendance is required and $500 per day for attendance by telephone or
in person where in-person attendance is not required; (d) a fee of $500 per day
for attendance in person or by telephone for a meeting of the dividend
committee; and (e) a fee of $500 per day for attendance in person at all other
committee meetings on a day on which no regularly scheduled Board meeting is
held in which in-person attendance is required and $250 per day for attendance
by telephone or in person at such meetings where in-person attendance is not
required, plus, in each case, expenses incurred in attending such meetings. The
Boards do not anticipate any further change in the compensation schedule as a
result of the board consolidation.

Currently, for all Nuveen Funds overseen, the continuing Independent Board
Members of the Funds receive a $15,000 quarterly retainer ($60,000 annually) for
serving as a board member of all funds affiliated with Nuveen and the Adviser
and a $1,750 fee per day plus expenses for attendance in person or by telephone
at all meetings (including any committee meetings) held on a day on which a
regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses
for attendance in person or a $500 fee per day plus expenses for attendance by
telephone at all meetings (including any committee meetings) held on a day on
which no regular Board meeting is held, and a $500 per day fee per day plus
expenses for attendance in person or $250 if by telephone at a meeting of any
committee.

The proposal to combine boards, which increases the number of Board Members for
each Fund, will increase the total compensation paid by each Fund to Board
Members. Management, however, believes that such increase in compensation is not
material to each Fund and is justified by the benefits to each Fund and its
shareholders. Moreover, as the size of the combined board declines due to
retirements over the next two years, the total compensation paid by a Fund to
Independent Board Members will decrease.

At each Fund's Annual Meeting (except Municipal Value and Municipal Income),
twelve (12) Board Members are to be elected to serve until the next Annual
Meeting or until their successors shall have been duly elected and qualified.
Under the terms of each Fund's organizational documents (except Municipal Value
and Municipal Income), under normal circumstances holders of MuniPreferred are
entitled to elect two (2) Board Members, and the remaining Board Members are to
be elected by holders of Common Shares and MuniPreferred, voting together as a
single class. Pursuant to the organizational documents of Municipal Value and
Municipal Income, the Board is divided into three classes, with each class being
elected to serve a term of three years. For each of Municipal Value and
Municipal Income, twelve (12) Board Members are to be elected at this meeting to
serve for multiple year terms.

A. FOR PREMIUM INCOME, PERFORMANCE PLUS, MUNICIPAL ADVANTAGE, MUNICIPAL MARKET
   OPPORTUNITY, INVESTMENT QUALITY, INSURED QUALITY, SELECT QUALITY, QUALITY
   INCOME, INSURED MUNICIPAL OPPORTUNITY, PREMIER MUNICIPAL, PREMIER INSURED,
   PREMIER INCOME 2 AND PREMIUM INCOME 4:

      (i) Ten (10) Board Members are to be elected by holders of Common Shares
          and MuniPreferred, voting together as a single class. Board Members
          Bremner, Brown, Impellizzeri, Sawers and Stockdale and Messrs.
          Bennett, Evans, Kissick and Leafstrand and Ms. Wellington are nominees
          for election by all shareholders.

     (ii) Holders of MuniPreferred are entitled to elect two (2) of the Board
          Members. Board Members Schneider and Schwertfeger are nominees for
          election by holders of MuniPreferred.

                           4


B. FOR MUNICIPAL VALUE AND MUNICIPAL INCOME: The Boards of Municipal Value and
   Municipal Income have designated, Robert P. Bremner, William J. Schneider,
   Judith M. Stockdale and Jack B. Evans as a Class III and Class II Board
   Members, respectively, and as nominees for Board Members for a term expiring
   at the Annual Meeting of shareholders in 2006, and until their successors
   have been duly elected and qualified; William E. Bennett and Thomas E.
   Leafstrand as a Class II and Class I Board Members, respectively, and as
   nominees for Board Members for a term expiring at the Annual Meeting of
   shareholders in 2005 and until their successors have been duly elected and
   qualified; and William L. Kissick and Sheila W. Wellington as Class I and
   Class III Board Members, respectively, and as nominees for Board Members for
   a term expiring at the Annual Meeting of shareholders in 2004, and until
   their successors have been duly elected and qualified. The remaining Board
   Members Brown, Impellizzeri, Sawers, and Schwertfeger are current and
   continuing Board Members. The Boards of Municipal Value and Municipal Income
   have designated Board Members Brown, Sawers and Schwertfeger as continuing
   Class I and Class III Board Members, respectively, for terms that expire in
   2004. The Boards of Municipal Value and Municipal Income have designated
   Board Member Impellizzeri as a continuing Class II and Class I Board Member,
   respectively, for a term that expires in 2005.

For each Fund, the affirmative vote of a majority of the shares present and
entitled to vote at the Annual Meeting will be required to elect the Board
Members of that Fund.

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

All of the continuing Board Member nominees (except for Municipal Value and
Municipal Income were last elected to the Board at the 2002 annual meeting of
shareholders. Anne E. Impellizeri was last elected to the Board for Municipal
Value and Municipal Income at the 2002 annual meeting of shareholders. Timothy
R. Schwertfeger, Lawrence H. Brown and Peter R. Sawers were last elected to the
Board for Municipal Value and Municipal Income at the 2001 annual meeting of
shareholders. Robert P. Bremner, William J. Schneider and Judith M. Stockdale
were last elected to the Board for Municipal Value and Municipal Income at the
2000 annual meeting.

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

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

BOARD NOMINEES

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



                                                                                                  NUMBER OF
                                                                                                 PORTFOLIOS
                                                                                                    IN FUND            OTHER
                                                                                                    COMPLEX    DIRECTORSHIPS
                            POSITION(S)        TERM OF OFFICE                                      OVERSEEN          HELD BY
     NAME, ADDRESS            HELD WITH         AND LENGTH OF         PRINCIPAL OCCUPATION(S)      BY BOARD            BOARD
    AND BIRTH DATE                 FUND         TIME SERVED**             DURING PAST 5 YEARS        MEMBER           MEMBER
----------------------------------------------------------------------------------------------------------------------------
                                                                                                
Nominees who are not interested
persons of the Funds
----------------------------------------------------------------------------------------------------------------------------

Continuing Board Members
----------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner          Board Member    Term: Annual          Private Investor and                  122               N/A
333 West Wacker Drive                      Length of Service:    Management Consultant.
Chicago, IL 60606                          Since 1996
(8/22/40)
Lawrence H. Brown          Board Member    Term: Annual          Retired (August 1989) as              122               N/A
333 West Wacker Drive                      Length of Service:    Senior Vice President of The
Chicago, IL                                Since 1993            Northern Trust Company;
60606(7/29/34)                                                   Director of the United Way
                                                                 of Highland Park-Highwood
                                                                 (since 2002).
Anne E. Impellizzeri       Board Member    Term: Annual          Retired; formerly, Executive          122               N/A
333 West Wacker Drive                      Length of Service:    Director (1998-2001) of
Chicago, IL                                Since 1994            Manitoga/The Russel Wright
60606(1/26/33)                                                   Design Center; prior
                                                                 thereto, President and Chief
                                                                 Executive Officer of
                                                                 Blanton-Peale Institute;
                                                                 prior thereto, Vice
                                                                 President, Metropolitan Life
                                                                 Insurance Co.


                           5




                                                                                                  NUMBER OF
                                                                                                 PORTFOLIOS
                                                                                                    IN FUND            OTHER
                                                                                                    COMPLEX    DIRECTORSHIPS
                            POSITION(S)        TERM OF OFFICE                                      OVERSEEN          HELD BY
     NAME, ADDRESS            HELD WITH         AND LENGTH OF         PRINCIPAL OCCUPATION(S)      BY BOARD            BOARD
    AND BIRTH DATE                 FUND         TIME SERVED**             DURING PAST 5 YEARS        MEMBER           MEMBER
----------------------------------------------------------------------------------------------------------------------------
                                                                                                
Peter R. Sawers            Board Member    Term: Annual          Adjunct Professor of                  122               N/A
333 West Wacker Drive                      Length of Service:    Business and Economics,
Chicago, IL 60606                          Since 1991            University of Dubuque, Iowa;
(4/3/33)                                                         formerly (1991-2000) Adjunct
                                                                 Professor, Lake Forest
                                                                 Graduate School of
                                                                 Management, Lake Forest,
                                                                 Illinois; Director,
                                                                 Executive Service Corps of
                                                                 Chicago; prior thereto,
                                                                 Executive Director, Towers
                                                                 Perrin Australia, a
                                                                 management consulting firm;
                                                                 Chartered Financial Analyst;
                                                                 Certified Management
                                                                 Consultant.

William J. Schneider       Board Member    Term: Annual          Senior Partner and Chief              122               N/A
333 West Wacker Drive                      Length of Service:    Operating Officer,
Chicago, IL                                Since 1996            Miller-Valentine Group, Vice
60606(9/24/44)                                                   President, Miller-Valentine
                                                                 Realty, a development and
                                                                 contract company; Chair,
                                                                 Miami Valley Hospital;
                                                                 Chair, Miami Valley Economic
                                                                 Development Coalition;
                                                                 formerly, Member, Community
                                                                 Advisory Board, National
                                                                 City Bank, Dayton, Ohio; and
                                                                 Business Advisory Council,
                                                                 Cleveland Federal Reserve
                                                                 Bank.
Judith M. Stockdale        Board Member    Term: Annual          Executive Director, Gaylord           122               N/A
333 West Wacker Drive                      Length of Service:    and Dorothy Donnelley
Chicago, IL                                Since 1997            Foundation (since 1994);
60606(12/29/47)                                                  prior thereto, Executive
                                                                 Director, Great Lakes
                                                                 Protection Fund (from 1990
                                                                 to 1994).
New Board Members
-------------------------------------------------------------
William E. Bennett         Nominee         Term: Annual          Private Investor; previously           20               N/A
333 West Wacker Drive                      Length of Service:    President and C.E.O., Draper
Chicago, IL 60606                          Since 2001            & Kramer, Inc. (1995-1998).
(10/16/46)
Jack B. Evans              Nominee         Term: Annual          President, The Hall-Perrine            20               See
333 West Wacker Drive                      Length of Service:    Foundation (a private                             Principal
Chicago, IL 60606                          Since 1999            philanthropic corporation);                      Occupation
(10/22/48)                                                       Director, Alliant Energy;                      description.
                                                                 Director and Vice Chairman
                                                                 United Fire & Casualty
                                                                 Company; Director, Federal
                                                                 Reserve Bank of Chicago;
                                                                 previously President and
                                                                 Chief Operating Officer, SCI
                                                                 Financial Group, Inc. (a
                                                                 regional financial services
                                                                 firm).
William L. Kissick         Nominee         Term: Annual          Professor Emeritus, School             20               N/A
333 West Wacker Drive                      Length of Service:    of Medicine and the Wharton
Chicago, IL 60606                          Since 1992            School of Management and
(7/29/32)                                                        former Chairman, Leonard
                                                                 Davis Institute of Health
                                                                 Economics, University of
                                                                 Pennsylvania; Adjunct
                                                                 Professor, Health Policy and
                                                                 Management, Yale University.
Thomas E. Leafstrand       Nominee         Term: Annual          Retired; previously, Vice              20               N/A
333 West Wacker Drive                      Length of Service:    President in charge of
Chicago, IL 60606                          Since 1992            Municipal Underwriting,
(11/11/31)                                                       Trading, and Dealer Sales at
                                                                 The Northern Trust Company.


                           6




                                                                                                  NUMBER OF
                                                                                                 PORTFOLIOS
                                                                                                    IN FUND            OTHER
                                                                                                    COMPLEX    DIRECTORSHIPS
                            POSITION(S)        TERM OF OFFICE                                      OVERSEEN          HELD BY
     NAME, ADDRESS            HELD WITH         AND LENGTH OF         PRINCIPAL OCCUPATION(S)      BY BOARD            BOARD
    AND BIRTH DATE                 FUND         TIME SERVED**             DURING PAST 5 YEARS        MEMBER           MEMBER
----------------------------------------------------------------------------------------------------------------------------
                                                                                                
Sheila W. Wellington       Nominee         Term: Annual          President of Catalyst (a               20               N/A
333 West Wacker Drive                      Length of Service:    not-for-profit organization
Chicago, IL 60606                          Since 1994            focusing on women's
(2/24/32)                                                        leadership development in
                                                                 business and the
                                                                 professions).
Nominee who is an interested
  person* of the Funds
----------------------------------------------------------------------------------------------------------------------------
Timothy R. Schwertfeger    Chairman of     Term: Annual          Chairman and Director (since          142     See Principal
333 West Wacker Drive      the Board       Length of Service:    1996) of Nuveen Investments,                     Occupation
Chicago, IL 60606          and Director    Since 1996            Inc. and Nuveen Investments,                   description.
(3/28/49)                                                        LLC; Director (since 1992)
                                                                 and Chairman (since 1996) of
                                                                 Nuveen Advisory Corp. and
                                                                 Nuveen Institutional
                                                                 Advisory Corp.; Chairman and
                                                                 Director (since 1997) of
                                                                 Nuveen Asset Management,
                                                                 Inc.; Director (since 1996)
                                                                 of Institutional Capital
                                                                 Corporation; Chairman and
                                                                 Director (since 1999) of
                                                                 Rittenhouse Asset
                                                                 Management, Inc.; Chairman
                                                                 of Nuveen Investments
                                                                 Advisers Inc. (since 2002).
----------------------------------------------------------------------------------------------------------------------------


 * "Interested Person" as defined in the Investment Company Act of 1940, as
   amended, by reason of being an officer and director of the Fund's Adviser.

** Length of Service indicates the year in which the individual becomes a
   Trustee or Director of a fund in the Nuveen fund complex.

                           7


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 March 31, 2003:


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

                                                                                                MUNICIPAL
                                MUNICIPAL   MUNICIPAL     PREMIUM   PERFORMANCE   MUNICIPAL        MARKET   INVESTMENT     INSURED
BOARD MEMBER NOMINEES               VALUE      INCOME      INCOME          PLUS   ADVANTAGE   OPPORTUNITY      QUALITY     QUALITY
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Robert P. Bremner                      0            0           0             0           0            0            0            0
Lawrence H. Brown               $10,001-            0    $10,001-             0           0            0            0            0
                                 $50,000                  $50,000
Anne E. Impellizzeri                   0            0           0             0           0            0            0            0
Peter R. Sawers                        0     $10,001-           0             0    $10,001-            0            0     $10,001-
                                              $50,000                               $50,000                                $50,000
William J. Schneider                   0            0           0             0           0            0            0            0
Judith M. Stockdale                    0            0           0             0           0   $1-$10,000            0            0
Timothy R. Schwertfeger             Over            0        Over          Over    $50,001-            0            0            0
                                $100,000                 $100,000      $100,000    $100,000
William E. Bennett                     0            0           0             0           0            0            0            0
Jack B. Evans                          0            0           0             0           0            0            0            0
William L. Kissick                     0            0           0             0           0            0            0            0
Thomas E. Leafstrand            $10,001-            0           0      $10,001-           0            0            0            0
                                 $50,000                                $50,000
Sheila W. Wellington            $10,001-            0    $10,001-             0           0     $10,001-            0            0
                                 $50,000                  $50,000                                $50,000
----------------------------------------------------------------------------------------------------------------------------------


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

                                                            INSURED
                                   SELECT     QUALITY     MUNICIPAL     PREMIER     PREMIER     PREMIUM     PREMIUM
BOARD MEMBER NOMINEES             QUALITY      INCOME   OPPORTUNITY   MUNICIPAL     INSURED    INCOME 2    INCOME 4
------------------------------  -----------------------------------------------------------------------------------
                                                                                     
Robert P. Bremner                       0           0            0            0           0           0           0
Lawrence H. Brown                       0    $10,001-     $10,001-            0           0           0           0
                                              $50,000      $50,000
Anne E. Impellizzeri                    0           0     $10,001-            0           0           0           0
                                                           $50,000
Peter R. Sawers                         0           0            0            0           0           0           0
William J. Schneider                    0           0            0            0           0           0        Over
                                                                                                           $100,000
Judith M. Stockdale                     0           0            0     $10,001-           0    $10,001-           0
                                                                        $50,000                 $50,000
Timothy R. Schwertfeger          $50,001-        Over     $50,001-            0           0           0           0
                                 $100,000    $100,000     $100,000
William E. Bennett                      0           0            0            0           0           0           0
Jack B. Evans                           0           0            0            0           0           0           0
William L. Kissick                      0           0            0            0           0           0           0
Thomas E. Leafstrand                    0           0            0            0           0           0           0
Sheila W. Wellington                    0           0            0            0    $10,001-           0           0
                                                                                    $50,000
------------------------------


                                DOLLAR RANGE OF EQUITY SECURITIES  m2.4,l*0,h)0,qr,vd1,g2n
------------------------------  ----------------
                                       AGGREGATE
                                    DOLLAR RANGE
                                       OF EQUITY
                                   SECURITIES IN
                                  ALL REGISTERED
                                      INVESTMENT
                                       COMPANIES
                                     OVERSEEN BY
                                    BOARD MEMBER
                                     NOMINEES IN
                                       FAMILY OF
                                      INVESTMENT
BOARD MEMBER NOMINEES               COMPANIES(1)
------------------------------  ----------------
                             
Robert P. Bremner                              0
                                      (0 shares)
Lawrence H. Brown                  Over $100,000
                                  (8,256 shares)
Anne E. Impellizzeri             $10,001-$50,000
                                  (3,579 shares)
Peter R. Sawers                    Over $100,000
                                 (12,787 shares)
William J. Schneider               Over $100,000
                                 (28,085 shares)
Judith M. Stockdale              $10,001-$50,000
                                  (2,711 shares)
Timothy R. Schwertfeger            Over $100,000
                                (439,783 shares)
William E. Bennett              $50,001-$100,000
                                  (3,411 shares)
Jack B. Evans                      Over $100,000
                                 (15,214 shares)
William L. Kissick              $50,001-$100,000
                                  (6,706 shares)
Thomas E. Leafstrand               Over $100,000
                                 (34,053 shares)
Sheila W. Wellington               Over $100,000
                                 (13,466 shares)
------------------------------


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

                           8


The following table sets forth, for each Board Member nominee and for the Board
Member nominees and officers as a group, the amount of shares beneficially owned
in each Fund as of March 31, 2003. The information as to beneficial ownership is
based on statements furnished by each Board Member nominee and officer.


                               FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1)
-------------------------------------------------------------------------------------------------------------------------
                                                                                       MUNICIPAL
BOARD MEMBER           MUNICIPAL   MUNICIPAL     PREMIUM   PERFORMANCE   MUNICIPAL        MARKET   INVESTMENT     INSURED
NOMINEES                   VALUE      INCOME      INCOME          PLUS   ADVANTAGE   OPPORTUNITY      QUALITY     QUALITY
-------------------------------------------------------------------------------------------------------------------------
                                                                                        
Robert P. Bremner              0           0           0            0            0            0            0            0
Lawrence H. Brown          1,000           0       1,000            0            0            0            0            0
Anne E. Impellizzeri           0           0           0            0            0            0            0            0
Peter R. Sawers                0       2,789           0            0        1,989            0            0         1941
William J. Schneider           0           0           0            0            0            0            0            0
Judith M. Stockdale            0           0           0            0            0          649            0            0
Timothy R
Schwertfeger              22,950           0      61,477       14,000        6,533            0            0            0
William E. Bennett             0           0           0            0            0            0            0            0
Jack B. Evans                  0           0           0            0            0            0            0            0
William L. Kissick             0           0           0            0            0            0            0            0
Thomas E. Leafstrand       2,000           0           0        1,000            0            0            0            0
Sheila W. Wellington       1,500           0       2,000            0            0        1,000            0            0
ALL BOARD MEMBER
  NOMINEES AND
  OFFICERS AS A GROUP     30,182       2,789      69,557       19,000       10,422        1,649        4,218        7,777
-------------------------------------------------------------------------------------------------------------------------


                                   FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1)
---------------------  -----------------------------------------------------------------------------------
                                                   INSURED
BOARD MEMBER              SELECT     QUALITY     MUNICIPAL     PREMIER     PREMIER     PREMIUM     PREMIUM
NOMINEES                 QUALITY      INCOME   OPPORTUNITY   MUNICIPAL     INSURED    INCOME 2    INCOME 4
---------------------  -----------------------------------------------------------------------------------
                                                                            
Robert P. Bremner              0           0            0            0           0           0           0
Lawrence H. Brown              0         889          822            0           0           0           0
Anne E. Impellizzeri           0           0        1,000            0           0           0           0
Peter R. Sawers                0           0            0            0           0           0           0
William J. Schneider           0           0            0            0           0           0      12,000
Judith M. Stockdale            0           0            0          757           0         631           0
Timothy R
Schwertfeger               5,000      22,300        5,000            0           0           0           0
William E. Bennett             0           0            0            0           0           0           0
Jack B. Evans                  0           0            0            0           0           0           0
William L. Kissick             0           0            0            0           0           0           0
Thomas E. Leafstrand           0           0            0            0           0           0           0
Sheila W. Wellington           0           0            0            0       1,900           0           0
ALL BOARD MEMBER
  NOMINEES AND
  OFFICERS AS A GROUP      5,830      23,739       35,323          757       1,900         631      12,000
---------------------


(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.

                           9


On March 31, 2003, continuing Board Members and executive officers as a group
beneficially owned 578,368 common shares of all funds managed by NAC and NIAC
(includes Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each continuing Board Member's individual
beneficial shareholdings of each Fund constitute less than 1% of the outstanding
shares of each Fund. As of March 31, 2003, the continuing Board Members and
executive officers as a group beneficially owned less than 1% of the outstanding
common shares of each Fund. As of March 31, 2003, the Board Member nominees and
executive officers of the Funds did not own any shares of MuniPreferred. As of
                    , 2003, no shareholder beneficially owned more than 5% of
any class of shares of any Fund.

COMPENSATION

The Board Members affiliated with Nuveen or the Adviser serve without any
compensation from the Funds. The Independent Board Members are paid an annual
retainer and fees and expenses for Board meetings and committee meetings as
described above. The annual retainer, fees and expenses are allocated among the
funds managed by the Adviser on the basis of relative net asset sizes although
Fund management may, in its discretion, establish a minimum amount to be
allocated to each Fund. The Boards of certain Nuveen Funds (the "Participating
Funds") established a Deferred Compensation Plan for Independent Board Members
("Deferred Compensation Plan"). Under the Deferred Compensation Plan,
Independent Board Members of the Participating Funds may defer receipt of all,
or a portion, of the compensation they earn for their services to the
Participating Funds, in lieu of receiving current payments of such compensation.
Any deferred amount is treated as though an equivalent dollar amount had been
invested in shares of one or more eligible Nuveen funds. Each Independent Board
Member, other than Mr. Brown, has elected to defer at least a portion of their
fees. Each of the Funds except Municipal Income are Participating Funds under
the Deferred Compensation Plan.

The table below shows, for each continuing Board Member who is not affiliated
with Nuveen or the Adviser, the aggregate compensation (i) paid by each Fund to
each continuing Board Member for its last fiscal year and (ii) paid (including
deferred fees) for service on the boards of the Nuveen open-end and closed-end
Funds managed by NAC ("NAC Funds") and NIAC ("NIAC Funds") for the calendar year
ended 2002. Mr. Schwertfeger, a Board Member who is an interested person of each
Fund, does not receive any compensation from a Fund or any Nuveen funds.

                           10


                    AGGREGATE COMPENSATION FROM THE FUNDS(1)


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

                                                                                          MUNICIPAL
                          MUNICIPAL   MUNICIPAL     PREMIUM   PERFORMANCE   MUNICIPAL        MARKET   INVESTMENT     INSURED
CONTINUING BOARD MEMBERS      VALUE      INCOME      INCOME          PLUS   ADVANTAGE   OPPORTUNITY      QUALITY     QUALITY
----------------------------------------------------------------------------------------------------------------------------
                                                                                           
Robert P. Bremner          2,995.48      135.42    2,264.12      2,119.10    1,557.72     1,619.15     1,309.15     1,391.11
Lawrence H. Brown          3,184.33      141.60    2,406.76      2,251.45    1,655.66     1,721.13     1,385.35     1,478.36
Anne E. Impellizzeri       2,204.64      135.42    1,666.38      1,570.07    1,148.19     1,192.47       965.62     1,026.41
Peter R. Sawers            2,674.77      135.42    2,021.89      2,122.77    1,391.79     1,446.03     1,169.99     1,243.52
William J. Schneider       2,777.85      135.42    2,099.76      1,969.64    1,445.40     1,501.82     1,215.08     1,291.41
Judith M. Stockdale        2,942.30      135.42    2,223.98      2,082.66    1,530.29     1,590.49     1,286.19     1,366.79
----------------------------------------------------------------------------------------------------------------------------


------------------------  ---------------------------------------------------------------------------------------------------
                                                                                                                        TOTAL
                                                                                                                 COMPENSATION
                                                                                                                  FROM NUVEEN
                                                      INSURED                                                   FUNDS PAID TO
                             SELECT     QUALITY     MUNICIPAL     PREMIER     PREMIER     PREMIUM     PREMIUM           BOARD
CONTINUING BOARD MEMBERS    QUALITY      INCOME   OPPORTUNITY   MUNICIPAL     INSURED    INCOME 2    INCOME 4         MEMBERS
------------------------  ---------------------------------------------------------------------------------------------------
                                                                                        
Robert P. Bremner          1,206.37    1,936.17     2,967.98       716.97      701.56    1,492.46    1,418.43     77,500.00
Lawrence H. Brown          1,282.20    2,057.93     3,154.05       761.88      745.61    1,586.39    1,507.86     82,000.00
Anne E. Impellizzeri         889.05    1,427.02     2,190.49       529.08      517.70    1,098.28    1,040.94     77,500.00
Peter R. Sawers            1,077.86    1,729.78     2,653.33       641.04      627.14    1,332.92    1,266.00     79,250.00
William J. Schneider       1,119.38    1,796.48     2,755.56       665.71      651.29    1,384.22    1,314.68     77,500.00
Judith M. Stockdale        1,185.15    1,902.05     2,916.18       704.47      709.29    1,466.01    1,393.09     77,750.00
------------------------


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


                                                      DEFERRED FEES
--------------------------------------------------------------------------------------------------------------------------
                                                                                                    MUNICIPAL
                                                MUNICIPAL     PREMIUM   PERFORMANCE   MUNICIPAL        MARKET   INVESTMENT
CONTINUING BOARD MEMBERS                            VALUE      INCOME          PLUS   ADVANTAGE   OPPORTUNITY      QUALITY
--------------------------------------------------------------------------------------------------------------------------
                                                                                              
Robert P. Bremner                                  406.88      307.57       288.40       211.72       219.96       177.96
Lawrence H. Brown                                      --          --           --           --           --           --
Anne E. Impellizzeri                             2,204.64    1,666.38     1,570.07     1,148.19     1,192.47       965.62
Peter R. Sawers                                  2,674.77    2,021.89     2,122.77     1,391.79     1,446.03     1,169.99
William J. Schneider                             2,777.85    2,099.76     1,969.64     1,445.40     1,501.82     1,215.08
Judith M. Stockdale                                658.25      497.62       467.34       342.65       355.91       288.09
--------------------------------------------------------------------------------------------------------------------------


                                                                                   DEFERRED FEES
----------------------------------------------  -----------------------------------------------------------------------------------
                                                                                        INSURED
                                                  INSURED      SELECT     QUALITY     MUNICIPAL     PREMIER     PREMIER     PREMIUM
CONTINUING BOARD MEMBERS                          QUALITY     QUALITY      INCOME   OPPORTUNITY   MUNICIPAL     INSURED    INCOME 2
----------------------------------------------  -----------------------------------------------------------------------------------
                                                                                                     
Robert P. Bremner                                  189.16      163.96      263.11       403.59        97.50       95.37      202.77
Lawrence H. Brown                                      --          --          --           --           --          --          --
Anne E. Impellizzeri                             1,026.41      889.05    1,427.02     2,190.49       529.08      517.70    1,098.28
Peter R. Sawers                                  1,243.52    1,077.86    1,729.78     2,653.33       641.04      627.14    1,332.92
William J. Schneider                             1,291.41    1,119.38    1,796.48     2,755.56       665.71      651.29    1,384.22
Judith M. Stockdale                                306.24      265.36      425.83       653.48       157.88      154.41      328.06
----------------------------------------------


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

                                                  PREMIUM
CONTINUING BOARD MEMBERS                         INCOME 4
----------------------------------------------  ---------
                                             
Robert P. Bremner                                  192.59
Lawrence H. Brown                                      --
Anne E. Impellizzeri                             1,040.94
Peter R. Sawers                                  1,266.00
William J. Schneider                             1,314.68
Judith M. Stockdale                                311.47
----------------------------------------------


                           11


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

COMMITTEES

The Board has five standing committees: the executive committee, the audit
committee, the governance committee, the dividend committee and the valuation
committee.

Peter Sawers and Timothy R. Schwertfeger currently serve as members of the
executive committee of the Board 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, are
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) or (ii) matters of an administrative or ministerial nature.
The executive committee of each Fund held no meetings during their last fiscal
year, except Performance Plus held one meeting during its last fiscal year.

Lawrence H. Brown and Timothy R. Schwertfeger are current members of the
dividend committee. The dividend committee is authorized to declare
distributions on the Funds' shares including, but not limited to, regular and
special dividends, capital gains and ordinary income distributions. The dividend
committee of each Fund held four meetings during its last fiscal year.

Lawrence H. Brown and Judith M. Stockdale are current members of the valuation
committee for each Fund. The valuation committee oversees the Fund's Pricing
Procedures including, but not limited to, the review and approval of fair value
pricing determinations made by Nuveen's Valuation Group. The valuation committee
of each Fund held one meeting during its last fiscal year.

Each Fund's Board has an audit committee composed of Independent Board Members
and who are "independent" as that term is defined in Section 303.01(B)(2)(a) and
(3) of the New York Stock Exchange's listing standards. The audit committee
monitors the accounting and reporting policies and practices of the Funds, the
quality and integrity of the financial statements of the Funds, compliance by
the Funds with legal and regulatory requirements and the independence and
performance of the external and internal auditors. The audit committee reviews
the work and any recommendations of the Fund's independent auditors. Based on
such review, it is authorized to make recommendations to the Board. A copy of
the Audit Committee Charter is attached to the proxy statement as Appendix A.
The audit committee of each Fund held three meetings during its last fiscal
year.

Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a governance committee composed of all Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The committee also
reviews matters relating to (1) the composition, duties, recruitment,
independence and tenure of Board Members, (2) the selection and review of
committee assignments, and (3) Board Member education, board meetings and board
performance. The governance committee of each Fund held one meeting during its
last fiscal year. In the event of a vacancy on the Board, the governance
committee receives suggestions from various sources as to suitable candidates.
Suggestions should be sent in writing to Lorna Ferguson, Vice President for
Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606.
The governance committee sets appropriate standards and requirements for
nominations for new Board Members and reserves the right to interview all
candidates and to make the final selection regarding the nomination of any new
Board Members.

The Board of each Fund held four regular quarterly meetings and one special
board meeting during its last fiscal year. During the last fiscal year, each
Board Member attended 75% or more of each Fund's Board meetings and the
committee meetings (if a member thereof).

THE OFFICERS

The following table sets forth information as of May 1, 2003 with respect to
each officer, other than Mr. Schwertfeger, who is a Board Member and is included
in the table relating to nominees for the Board. Officers receive no
compensation from

                           12


the Funds. The officers of each Fund are elected by the Board on an annual basis
to serve until successors are elected and qualified.



-----------------------------------------------------------------------------------------------------------------------
                                                  TERM OF OFFICE                                   NUMBER OF PORTFOLIOS
NAME, ADDRESS               POSITION(S) HELD       AND LENGTH OF          PRINCIPAL OCCUPATION(S)       IN FUND COMPLEX
AND BIRTHDATE                      WITH FUND        TIME SERVED*              DURING PAST 5 YEARS     SERVED BY OFFICER
-----------------------------------------------------------------------------------------------------------------------
                                                                                       
Gifford R. Zimmerman     Chief                Term: Annual        Managing Director (since 2002),                   142
333 West Wacker Drive,   Administrative       Length of Service:  Assistant Secretary and
Chicago, IL 60606        Officer              Since 1988          Associate General Counsel,
(9/9/56)                                                          formerly, Vice President of
                                                                  Nuveen Investments, LLC;
                                                                  Managing Director (since 2002),
                                                                  General Counsel and Assistant
                                                                  Secretary, formerly, Vice
                                                                  President of Nuveen Advisory
                                                                  Corp. and Nuveen Institutional
                                                                  Advisory Corp.; Managing
                                                                  Director (since 2002) and
                                                                  Assistant Secretary and
                                                                  Associate General Counsel,
                                                                  formerly Vice President (since
                                                                  2000) of Nuveen Asset
                                                                  Management, Inc.; Assistant
                                                                  Secretary of Nuveen
                                                                  Investments, Inc. (since 1994);
                                                                  Assistant Secretary of NWQ
                                                                  Investment Management Company,
                                                                  LLC. (since 2002); Vice
                                                                  President and Assistant
                                                                  Secretary of Nuveen Investments
                                                                  Advisers Inc. (since 2002);
                                                                  Managing Director, Associate
                                                                  General Counsel and Assistant
                                                                  Secretary of Rittenhouse Asset
                                                                  Management, Inc. (since May
                                                                  2003); Chartered Financial
                                                                  Analyst.

Michael T. Atkinson      Vice President and   Term: Annual        Vice President (since 2002),                      142
333 West Wacker Drive    Assistant Secretary  Length of Service:  formerly Assistant Vice
Chicago, IL 60606                             Since 2002          President (from 2000),
(2/3/66)                                                          previously, Associate of Nuveen
                                                                  Investments, LLC.

Paul L. Brennan          Vice President       Term: Annual        Vice President (since 2002),                      135
333 West Wacker Drive                         Length of Service:  formerly Assistant Vice
Chicago, IL 60606                             Since 1997          President (since 1997) of
(11/10/66)                                                        Nuveen Advisory Corp.;
                                                                  Chartered Financial Analyst and
                                                                  Certified Public Accountant.

Peter H. D'Arrigo        Vice President and   Term: Annual        Vice President of Nuveen                          142
333 West Wacker Drive,   Treasurer            Length of Service:  Investments, LLC (since 1999);
Chicago, IL 60606                             Since 1999          prior thereto, Assistant Vice
(11/28/67)                                                        President (from 1997); Vice
                                                                  President and Treasurer (since
                                                                  1999) of Nuveen Investments,
                                                                  Inc.; Vice President and
                                                                  Treasurer (since 1999) of
                                                                  Nuveen Advisory Corp. and
                                                                  Nuveen Institutional Advisory
                                                                  Corp; Vice President and
                                                                  Treasurer of Nuveen Asset
                                                                  Management, Inc. (since 2002)
                                                                  and of Nuveen Investments
                                                                  Advisers Inc. (since 2002);
                                                                  Assistant Treasurer of NWQ
                                                                  Investments Management Company,
                                                                  LLC. (since 2002); Chartered
                                                                  Financial Analyst.

Susan M. DeSanto         Vice President       Term: Annual        Vice President of Nuveen                          142
333 West Wacker Drive,                        Length of Service:  Advisory Corp. (since 2001);
Chicago, IL 60606                             Since 2001          previously, Vice President of
(9/8/54)                                                          Van Kampen Investment Advisory
                                                                  Corp. (from 1998).


                           13




-----------------------------------------------------------------------------------------------------------------------
                                                  TERM OF OFFICE                                   NUMBER OF PORTFOLIOS
NAME, ADDRESS               POSITION(S) HELD       AND LENGTH OF          PRINCIPAL OCCUPATION(S)       IN FUND COMPLEX
AND BIRTHDATE                      WITH FUND        TIME SERVED*              DURING PAST 5 YEARS     SERVED BY OFFICER
-----------------------------------------------------------------------------------------------------------------------
                                                                                       
Jessica R. Droeger       Vice President and   Term: Annual        Vice President (since 2002) and                   142
333 West Wacker Drive,   Secretary            Length of Service:  Assistant General Counsel
Chicago, IL 60606                             Since 1998          (since 1998), formerly
(9/24/64)                                                         Assistant Vice President (from
                                                                  1998) of Nuveen Investments,
                                                                  LLC; Vice President (since
                                                                  2002) and Assistant Secretary
                                                                  (from 1998), formerly Assistant
                                                                  Vice President of Nuveen
                                                                  Advisory Corp. and Nuveen
                                                                  Institutional Advisory Corp.

Lorna C. Ferguson        Vice President       Term: Annual        Vice President of Nuveen                          142
333 West Wacker Drive,                        Length of Service:  Investments, LLC (since 1998);
Chicago, IL 60606                             Since 1998          Vice President (since 1998) of
(10/24/45)                                                        Nuveen Advisory Corp. and
                                                                  Nuveen Institutional Advisory
                                                                  Corp.

William M. Fitzgerald    Vice President       Term: Annual        Managing Director (since 2001),                   142
333 West Wacker Drive,                        Length of Service:  formerly Vice President (since
Chicago, IL 60606                             Since 1995          1995) of Nuveen Advisory Corp.
(3/2/64)                                                          and Nuveen Institutional
                                                                  Advisory Corp.; Managing
                                                                  Director of Nuveen Asset
                                                                  Management, Inc. (since 2001);
                                                                  Vice President of Nuveen
                                                                  Investments Advisers Inc.
                                                                  (since 2002); Chartered
                                                                  Financial Analyst.

Stephen D. Foy           Vice President and   Term: Annual        Vice President (since 1993) and                   142
333 West Wacker Drive,   Controller           Length of Service:  Funds Controller (since 1998)
Chicago, IL 60606                             Since 1993          of Nuveen Investment, LLC; Vice
(5/31/54)                                                         President and Funds Controller
                                                                  (since 1998) of Nuveen
                                                                  Investments, Inc.; Certified
                                                                  Public Accountant.

J. Thomas Futrell        Vice President       Term: Annual        Vice President of Nuveen                          135
333 West Wacker Drive,                        Length of Service:  Advisory Corp.; Chartered
Chicago, IL 60606                             Since 1992          Financial Analyst.
(7/5/55)

Richard A. Huber         Vice President       Term: Annual        Vice President of Nuveen                          135
333 West Wacker Drive,                        Length of Service:  Institutional Advisory Corp.
Chicago, IL 60606                             Since 1997          (since 1998) and Nuveen
(3/26/63)                                                         Advisory Corp. (since 1997).

Steven J. Krupa          Vice President       Term: Annual        Vice President of Nuveen                          135
333 West Wacker Drive,                        Length of Service:  Advisory Corp.
Chicago, IL 60606                             Since 1990
(8/21/57)

David J. Lamb            Vice President       Term: Annual        Vice President of Nuveen                          142
333 West Wacker Drive,                        Length of Service:  Investments (since 2000); prior
Chicago, IL 60606                             Since 2000          thereto, Assistant Vice
(3/22/63)                                                         President (from 1999); formerly
                                                                  Associate of Nuveen
                                                                  Investments; Certified Public
                                                                  Accountant.

Tina M. Lazar            Vice President       Term: Annual        Vice President of Nuveen                          142
333 West Wacker Drive,                        Length of Service:  Investments (since 1999); prior
Chicago, IL 60606                             Since 2002          thereto, Assistant Vice
(8/27/61)                                                         President (since 1993) of
                                                                  Nuveen Investments.


                           14




-----------------------------------------------------------------------------------------------------------------------
                                                  TERM OF OFFICE                                   NUMBER OF PORTFOLIOS
NAME, ADDRESS               POSITION(S) HELD       AND LENGTH OF          PRINCIPAL OCCUPATION(S)       IN FUND COMPLEX
AND BIRTHDATE                      WITH FUND        TIME SERVED*              DURING PAST 5 YEARS     SERVED BY OFFICER
-----------------------------------------------------------------------------------------------------------------------
                                                                                       
Larry W. Martin          Vice President and   Term: Annual        Vice President, Assistant                         142
333 West Wacker Drive,   Assistant Secretary  Length of Service:  Secretary and Assistant General
Chicago, IL 60606                             Since 1988          Counsel of Nuveen Investments,
(7/27/51)                                                         LLC; Vice President and
                                                                  Assistant Secretary of Nuveen
                                                                  Advisory Corp. and Nuveen
                                                                  Institutional Advisory Corp.;
                                                                  Assistant Secretary of Nuveen
                                                                  Investments, Inc.; Assistant
                                                                  Secretary of Nuveen Asset
                                                                  Management, Inc. (since 1997);
                                                                  Vice President (since 2000),
                                                                  Assistant Secretary and
                                                                  Assistant General Counsel
                                                                  (since 1998) of Rittenhouse
                                                                  Asset Management, Inc.; Vice
                                                                  President and Assistant
                                                                  Secretary of Nuveen Investments
                                                                  Advisers Inc. (since 2002);
                                                                  Assistant Secretary of NWQ
                                                                  Investment Management Company,
                                                                  LLC (since 2002).

Edward F. Neild, IV      Vice President       Term: Annual        Managing Director (since 2002),                   142
333 West Wacker Drive,                        Length of Service:  formerly, Vice President (from
Chicago, IL 60606                             Since 1996          1996) of Nuveen Institutional
(7/7/65)                                                          Advisory Corp. and Nuveen
                                                                  Advisory Corp.; Managing
                                                                  Director of Nuveen Asset
                                                                  Management, Inc. (since 1999);
                                                                  Chartered Financial Analyst.

Thomas J. O'Shaughnessy  Vice President       Term: Annual        Vice President (since 2002),                      135
333 West Wacker Drive,                        Length of Service:  previously, Assistant Vice
Chicago, IL 60606                             Since 1998          President (1998) of Nuveen
(9/4/60)                                                          Advisory Corp.

Thomas C. Spalding       Vice President       Term: Annual        Vice President of Nuveen                          135
333 West Wacker Drive,                        Length of Service:  Advisory Corp. and Nuveen
Chicago, IL 60606                             Since 1987          Institutional Advisory Corp.;
(7/31/51)                                                         Chartered Financial Analyst.
-----------------------------------------------------------------------------------------------------------------------


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

AUDIT COMMITTEE REPORT

The Audit Committee of the Board is responsible for assisting the Board in
monitoring (1) the quality and integrity of the Fund's financial statements, (2)
each Fund's compliance with regulatory requirements, and (3) the independence
and performance of the Fund's independent and internal auditors. Among other
responsibilities, the Committee reviews, in its oversight capacity, each Fund's
annual financial statements with both management and the independent auditors
and the Committee meets periodically with the independent and internal auditors
to consider their evaluation of the Fund's financial and internal controls. The
Committee also recommends to the Board the selection of each Fund's independent
auditors. The Committee is currently composed of six Board Members and operates
under a written charter adopted and approved by the Board. Each Committee member
is independent as defined by New York Stock Exchange.

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

Based on the Committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the Committee, the Committee has recommended that the
Board include the audited financial statements in each Fund's Annual Report.

The members of the Committee are:

                           15


Robert P. Bremner
Anne E. Impellizzeri
William J. Schneider
Lawrence H. Brown
Peter R. Sawers
Judith M. Stockdale

AUDIT AND RELATED FEES
AUDIT FEES. The aggregate fees billed by Ernst & Young LLP for professional
services for the audit of each Fund's financial statements for its most recently
completed fiscal year were as follows:



--------------------------------------------------------------------------------------------------------
                                                                 FINANCIAL INFORMATION
                                                  AUDIT           SYSTEMS DESIGN AND           ALL OTHER
FUND                                              FEES            IMPLEMENTATION FEES            FEES
--------------------------------------------------------------------------------------------------------
                                                                                      
Municipal Value                                  $35,962                  $0                    $   421
Municipal Income                                   5,968                   0                        353
Premium Income                                    28,308                   0                      2,603
Performance Plus                                  26,351                   0                      2,601
Municipal Advantage                               20,841                   0                      2,587
Municipal Market Opportunity                      21,475                   0                      2,588
Investment Quality                                18,227                   0                      2,581
Insured Quality                                   19,079                   0                      2,583
Select Quality                                    17,190                   0                      2,579
Quality Income                                    24,758                   0                      2,595
Insured Municipal Opportunity                     35,508                   0                      2,621
Premier Municipal                                 12,047                   0                      2,567
Premier Insured                                   11,888                   0                      2,567
Premium Income 2                                  20,227                   0                      2,585
Premium Income 4                                  19,512                   0                      2,583
--------------------------------------------------------------------------------------------------------


ALL NON-AUDIT FEES. The Audit Committee has generally considered whether the
receipt of non-audit fees by Ernst & Young LLP from the Fund is compatible with
maintaining Ernst & Young LLP's independence.

2. PROPOSED CHANGES TO EACH FUND'S FUNDAMENTAL INVESTMENT POLICIES

The Board has proposed amending each Fund's fundamental investment policies
relating to borrowing and lending in connection with the implementation of a
proposed interfund lending program.

GENERAL

Each Fund's current fundamental investment policy regarding borrowing states:

PERFORMANCE PLUS, PREMIUM INCOME, MUNICIPAL ADVANTAGE, MUNICIPAL MARKET
OPPORTUNITY, INVESTMENT QUALITY, INSURED QUALITY, SELECT QUALITY, QUALITY
INCOME, INSURED MUNICIPAL OPPORTUNITY, PREMIER MUNICIPAL, PREMIER INSURED,
PREMIUM INCOME 2 AND PREMIUM INCOME 4: The Fund ... may not ... borrow money,
except from banks for temporary or emergency purposes or for repurchase of its
shares, and then only in an amount not exceeding one-third of the value of its
total assets including the amount borrowed; while any such borrowings exceed 5%
of its total assets, no additional purchases of investment securities will be
made.
 Municipal Value and Municipal Income: The Fund ... may not ... borrow money,
except from banks for temporary or emergency purposes or for repurchase of its
shares, and then only in an amount not exceeding one-third of the value of the
Fund's total assets including the amount borrowed. While any such borrowings
exceed 5% of the Fund's total assets, no additional purchases of investment
securities will be made.

Each Fund current fundamental policy regarding lending states:

MUNICIPAL INCOME, PREMIUM INCOME, MUNICIPAL ADVANTAGE, MUNICIPAL MARKET
OPPORTUNITY, INVESTMENT QUALITY, INSURED QUALITY, SELECT QUALITY, QUALITY
INCOME, INSURED MUNICIPAL OPPORTUNITY, PREMIER MUNICIPAL, PREMIER INSURED,
PREMIUM INCOME 2 AND PREMIUM INCOME 4: The Fund ... may not ... make loans,
other than by entering into repurchase agreements and through the purchase of
Municipal Obligations or temporary investments in accordance with its investment
objective, policies and limitations.

MUNICIPAL VALUE: The Fund ... may not ... make loans, other than by entering
into repurchase agreements and through the purchase of Municipal Obligations or
temporary investments in accordance with its investment objectives, policies and
limitations.

                           16


PERFORMANCE PLUS: The Fund ... may not ... make loans, other than by entering
into repurchase agreements and through the purchase of tax-exempt municipal
obligations or temporary investments in accordance with its investment
objective, policies and limitations.

The Board recommends that shareholders vote to replace these policies with the
following fundamental investment policy governing borrowing and the following
fundamental investment policy regarding lending:

     The Fund may not borrow money, except as permitted by the Investment
     Company Act of 1940 and exemptive orders granted under the 1940 Act.

     The Fund may not make loans, except as permitted by the Investment Company
     Act of 1940 and exemptive orders granted under the 1940 Act.

In connection with disaster recovery planning and to provide liquidity in the
event that open-end funds in the Nuveen family of funds encounter higher than
normal redemption requests that may follow a national disaster such as the
events of September 11, 2001, Boards have determined to participate in an
interfund lending program that would allow the Nuveen Funds, including the
Funds, to lend and borrow cash for temporary purposes directly to and from each
other. The proposed new fundamental investment policies will enable each Fund to
participate in this interfund lending program.

Because an interfund lending program raises issues under various sections of the
1940 Act, in order to implement the proposal, all Nuveen Funds, including the
Funds, will file an application for exemption from certain provisions of the
1940 Act with the Securities and Exchange Commission ("SEC"). The application to
the SEC for exemptive relief will not limit interfund lending under the program
to emergency situations and the relief, if and when granted, would allow Nuveen
to set up a more regular program if it and the Board of a Fund determines that a
more regular program would be in the best interests of a fund. Implementation of
the interfund lending program is contingent upon the SEC granting the exemptive
relief.

Nuveen's open-end funds are far more likely to experience large net cash
outflows during an emergency situation than the closed-end funds, therefore the
open-end funds will likely be the only funds that would borrow extensively under
the program. However, because the closed-end funds might be able to lend money
at attractive rates under the program, it is proposed that all current and
future Nuveen Funds, both open-end and closed-end, may participate in the
program. Because the interest earned by the lending fund on such loans is
taxable, Nuveen anticipates that funds that invest primarily in municipal
securities would only participate in the program as lenders if the Adviser
believes that it would be in the best interests of the shareholders of such
funds. Funds that invest primarily in securities other than municipal securities
may also utilize the program in non-emergency situations.

Currently, the Nuveen open-end funds can borrow from banks for temporary
purposes and can lend to banks or other entities in the form of repurchase
agreements or investment in other short-term instruments. The proposed program
would reduce the open-end funds' borrowing costs and enhance their ability to
earn higher rates of interest on investment of their short-term cash balances.
The open-end funds would still be free to establish committed lines of credit or
other borrowing arrangements with banks.

It is currently anticipated that the interest rate that will be charged to the
funds on any interfund loan ("Interfund Loan Rate") would be the average of the
"Repo Rate"(1) and the "Bank Loan Rate."(2) The program would be administered by
employees of Nuveen, including representatives of the Funds Administration and
Financial Analysis, Product Management, Portfolio Operations and Trading and/or
representatives of the Portfolio Management and Research Department who are not
portfolio managers ("Interfund Lending Team"). Under the proposed program, in an
emergency situation, a meeting of the Interfund Lending Team would be called and
the Team would collect data on the uninvested cash and borrowing requirements of
the funds. Once it determines the aggregate amount of cash available for loans
and borrowing demand, the Interfund Lending Team would allocate loans among
borrowing funds with input from portfolio managers.

The Interfund Lending Team would allocate borrowing demand and cash available
for lending among the funds on what the Interfund Lending Team believes to be an
equitable basis, subject to certain administrative procedures applicable to all
funds, such as the time of filing requests to participate, minimum loan lot
sizes, and the need to minimize the number of transactions and associated
administrative costs. To reduce transaction costs, each loan normally would be
allocated in a manner intended to minimize the number of funds necessary to
complete the loan transaction. The method of allocation and

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

(1) The "Repo Rate" for any day would be the highest rate available to the funds
    from investing in overnight repurchase agreements with a highly reputable
    counterparty.

(2) The "Bank Loan Rate" for any day would be calculated by Nuveen each day an
    interfund loan is made according to a formula established by the Board
    designed to approximate the lowest interest rate at which bank short-term
    loans would be available to the funds. The formula would be based upon a
    publicly available rate (e.g., Federal Funds plus 25 basis points) and would
    vary with this rate so as to reflect changing bank loan rates. The Board
    periodically would review the continuing appropriateness of using the
    publicly available rate, as well as the relationship between the Bank Loan
    Rate and current bank loan rates that would be available to the funds. The
    initial formula and any subsequent modifications to the formula would be
    subject to the approval of the Board.
                           17


related administrative procedures would be approved by the Board, including a
majority of the Independent Board Members, to ensure both borrowing and lending
funds participate on an equitable basis.

Nuveen would (i) monitor the interest rates charged and other terms and
conditions of the Interfund Loans, (ii) ensure compliance with each fund's
investment policies and limitations, (iii) ensure equitable treatment of each
fund, and (iv) make quarterly reports to the Board concerning any transactions
by the funds under the program and the Interfund Loan Rates. Nuveen would
administer the credit facility as part of its duties under its existing advisory
contract with each fund and would receive no additional fee as compensation for
its services. The actual terms of any Interfund Loan Program in which the Funds
may participate may change from time to time from the description presented here
both as a result of a regulatory action in connection with the granting of the
appropriate regulatory approvals, or as approved by a Board of a Fund.

VOTES REQUIRED

Approval of the proposed changes to a Fund's fundamental investment policies
requires the affirmative vote of a "majority of the outstanding voting
securities" of the Fund. For each Fund, except Municipal Value and Municipal
Income, common shareholders and MuniPreferred shareholders will vote together as
a single class and MuniPreferred shareholders will vote separately as a single
class. For Municipal Value and Municipal Income common shareholders will vote
together as a single class. The term "majority of the outstanding voting
securities" as defined in the 1940 Act means the affirmative vote of the lesser
of (1) 67% of the voting securities of the Fund present at the meeting if more
than 50% of the outstanding shares of the Fund are present in person or by proxy
or (2) more than 50% of the outstanding shares of the Fund. Shareholders of each
Fund will vote separately on the proposed changes to each fundamental investment
policy.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED CHANGES
TO EACH FUND'S FUNDAMENTAL INVESTMENT POLICIES.

3. APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION

GENERAL

The Board of each Fund unanimously approved an Agreement and Plan of
Reorganization (the "Agreement") for each Fund in the form attached hereto as
Appendix B. The purpose of the reorganization is for each Fund, currently
organized as a Minnesota corporation (each, a "Minnesota Fund"), to reorganize
(each, a "Reorganization") into a newly created Massachusetts business trust
(each, a "Massachusetts Fund"). This type of reorganization may be referred to
as a "change in domicile reorganization." The terms and conditions of the
Reorganization are set forth in the Agreement. Significant provisions of the
Agreement are summarized below; however, this summary is qualified in its
entirety by reference to the Agreement.

The Board of each Fund believes that its respective Reorganization will achieve
savings and operating efficiencies by realizing economies of scale through
increased standardization of documents among the Nuveen family of funds, most of
which are organized as Massachusetts business trusts. Among such potential
efficiencies are lower expenses, particularly legal expenses, through economies
of scale associated with compliance by the Nuveen family of funds with
Massachusetts law only, rather than both Minnesota and Massachusetts law. This
would permit the Adviser and its personnel to focus more on non-administrative
matters.

Each Fund is governed by the 1940 Act as well as by the law of the state of its
organization. A Massachusetts business trust is established by trustees (who
serve the same role as directors of a Minnesota corporation) under a declaration
of trust, which sets forth various provisions relating primarily to the
authority of the trust to conduct business and the specific rules governing the
trust. The Board of each Minnesota Fund believes that a fund organized as a
Massachusetts business trust may have more flexibility in conducting its
business as a closed-end investment company than a Minnesota corporation. For
example, under each Fund's interpretation of Minnesota law, the Board of the
Fund does not have the authority, without shareholder approval, to (a) increase
the number of authorized shares of an existing series of MuniPreferred or (b)
make amendments to certain rating agency definitions in the Fund's Statement
Establishing and Fixing the Rights and Preferences of MuniPreferred. However, a
Massachusetts business trust may provide for the flexibility to take these
actions without shareholder approval. Therefore, if the Reorganizations are
approved, it is expected that the Funds' governing documents would permit the
Board Members to issue additional shares of MuniPreferred and would permit
rating agency definitions to be amended, subject to rating agency approval and
other limitations, without the expense of seeking shareholder approval.

The Board of each Minnesota Fund considered all material issues associated with
such Fund's Reorganization and determined that the Reorganization is in the best
interest of the Fund's shareholders and that existing shareholders will not be
diluted as a result of such Reorganization.

                           18


The table below shows each Reorganization:



MINNESOTA FUND (MINNESOTA CORPORATION)         MASSACHUSETTS FUND (MASSACHUSETTS BUSINESS TRUST)
------------------------------------------------------------------------------------------------
                                            
Nuveen Municipal Value Fund, Inc.              Nuveen Municipal Value Fund
Nuveen Municipal Income Fund, Inc.             Nuveen Municipal Income Fund
Nuveen Premier Income Fund, Inc.               Nuveen Premium Income Fund
Nuveen Performance Plus Municipal Fund, Inc.   Nuveen Performance Plus Municipal Fund
Nuveen Municipal Advantage Fund, Inc.          Nuveen Municipal Advantage Fund
Nuveen Municipal Market Opportunity Fund,      Nuveen Municipal Market Opportunity Fund
  Inc.
Nuveen Investment Quality Municipal Fund,      Nuveen Investment Quality Municipal Fund
  Inc.
Nuveen Insured Quality Municipal Fund, Inc.    Nuveen Insured Quality Municipal Fund
Nuveen Select Quality Municipal Fund, Inc.     Nuveen Select Quality Municipal Fund
Nuveen Quality Income Municipal Fund, Inc.     Nuveen Quality Income Municipal Fund
Nuveen Insured Municipal Opportunity Fund,     Nuveen Insured Municipal Opportunity Fund
  Inc.
Nuveen Premier Municipal Income Fund, Inc.     Nuveen Premier Municipal Income Fund
Nuveen Premier Insured Municipal Income Fund,  Nuveen Premier Insured Municipal Income Fund
  Inc.
Nuveen Premier Income Fund 2, Inc.             Nuveen Premier Income Fund 2
Nuveen Premier Income Fund 4, Inc.             Nuveen Premier Income Fund 4


Each Reorganization contemplates that (a) a newly established Massachusetts Fund
would acquire all or substantially all of the assets of the corresponding
Minnesota Fund in exchange for newly issued common shares and newly issued
shares of MuniPreferred of the Massachusetts Fund ("Massachusetts Fund Shares")
and the Massachusetts Fund's assumption of all or substantially all of the
liabilities of the corresponding Minnesota Fund; and (b) the Minnesota Fund
would liquidate and distribute to its shareholders pro rata by class the
Massachusetts Fund Shares received. As a result of the Reorganization, the
shareholders of each Minnesota Fund would become shareholders of the
corresponding Massachusetts Fund.

If approved by shareholders of a Fund, the Reorganization will be made effective
("Effective Time") at a date and time when the Board of each Fund deems
appropriate. No Effective Time has been set forth in the Agreement, however, it
is currently expected that the Reorganization will take place before the end of
2004.

If shareholders of a Fund do not approve the Reorganization, the Fund will
continue to do business in its current corporate form.

TERMS OF EACH REORGANIZATION

In connection with the Reorganization, but prior to the completion of each
Reorganization, one common share of each Massachusetts Fund will be issued to
the corresponding Minnesota Fund. The Minnesota Fund, as the sole shareholder of
the Massachusetts Fund, will then take the following actions:

          (1) approve the Investment Management Agreement for the Massachusetts
     Fund on substantially the same terms as the Investment Management Agreement
     for the Minnesota Fund; and

          (2) elect as Board Members of each Massachusetts Fund the same persons
     who are Board Members of the Minnesota Fund prior to the Reorganization.

Thereafter, if the Reorganization is approved by shareholders and the other
conditions are satisfied or waived, at the Effective Time each Massachusetts
Fund will acquire all or substantially all of the assets of the corresponding
Minnesota Fund, including cash (other than cash used to pay certain
Reorganization expenses of the corresponding Minnesota Fund and to pay
shareholders exercising dissenters' rights, if any), cash equivalents, municipal
obligations and other securities, receivables and other property owned by each
Minnesota Fund. In exchange, each Massachusetts Fund would assume from the
corresponding Minnesota Fund all debts, liabilities, obligations and duties of
the Minnesota Fund (other than certain expenses incurred by the Minnesota Fund
in connection with the Reorganization and the payment of amounts to shareholders
exercising dissenters' rights, if any), and the Massachusetts Fund would issue
to the corresponding Minnesota Fund common shares and shares of MuniPreferred of
the Massachusetts Fund. The number of Massachusetts Fund common shares to be
issued to the corresponding Minnesota Fund would be the number equal to the
number of common shares of the Minnesota Fund outstanding as of the Effective
Time. Shares of Massachusetts Fund MuniPreferred would be issued to the
corresponding Minnesota Fund on the basis of one share of Massachusetts Fund
MuniPreferred for each share of Minnesota Fund MuniPreferred, outstanding as of
the Effective Time.

In the event the Reorganization is consummated, as soon as practicable after the
Effective Time, each Minnesota Fund will liquidate and distribute to its common
shareholders of record the Massachusetts Fund common shares it receives, and to
its preferred shareholders of record the shares of Massachusetts Fund
MuniPreferred it receives. Such liquidation and

                           19


distribution will be accomplished by opening accounts on the books of the
Massachusetts Fund in the names of the shareholders of the corresponding
Minnesota Fund and transferring to those shareholder accounts the Massachusetts
Fund Shares previously credited on those books to the account of the
corresponding Minnesota Fund. Each common shareholder account will receive a
number of Massachusetts Fund common shares equal to the number of common shares
of the Minnesota Fund held by such common shareholder, and each preferred
shareholder account will receive one share of Massachusetts Fund MuniPreferred
for each share of Minnesota Fund MuniPreferred held by such preferred
shareholder.

Following the Reorganization, every common shareholder of a Minnesota Fund would
own common shares of the corresponding Massachusetts Fund equal to the number of
Minnesota Fund common shares immediately prior to the Effective Time. A common
shareholder of each Minnesota Fund will therefore acquire substantially the same
pro rata interest in the corresponding Massachusetts Fund as of the Effective
Time of the Reorganization as that common shareholder had in the Minnesota Fund
immediately prior to the Reorganization.

Following the Reorganization, every preferred shareholder of each Minnesota Fund
would own the same number of shares of the corresponding Massachusetts Fund's
MuniPreferred as he or she held of each Minnesota Fund's MuniPreferred, and the
shares of Massachusetts Fund MuniPreferred would have rights and preferences
substantially similar to those of the shares of the corresponding Minnesota
Fund's MuniPreferred. Holders of shares of Massachusetts Fund MuniPreferred
would be entitled to receive, on the date that, but for Reorganization, would
have been the next dividend payment date in respect of the shares of Minnesota
Fund's MuniPreferred dividends accumulated in respect of the shares of each
Minnesota Fund's MuniPreferred dividends equal to the amount of dividends that
would have been paid on such date with respect to the shares of each Minnesota
Fund's MuniPreferred, but for the Reorganization.

Under the terms of the Agreement, each Reorganization is conditioned upon (a)
approval by the shareholders of each Minnesota Fund, as described below, (b)
each Minnesota Fund's receipt of written advice from Moody's and S&P confirming
that consummation of the Reorganization will not impair the "aaa" and "AAA"
ratings assigned to the outstanding shares of each Minnesota Fund's
MuniPreferred, (c) each Minnesota Fund's receipt of an opinion to the effect
that the effect that the Reorganization will qualify as a reorganization under
the Internal Revenue Code of 1986, as amended (the "Code"), (d) the absence of
legal proceedings challenging the Reorganization and (e) each Minnesota Funds'
receipt of certain routine certificates.

The Agreement may be terminated and the Reorganization abandoned, whether before
or after approval by each Minnesota Funds' shareholders, at any time prior to
the Effective Time (a) by the written consent of the Board, (b) by either party
if any condition to that party's obligations under the Agreement has not been
satisfied or waived and it reasonably appears that such condition will not be
satisfied or (c) by either party if the Reorganization has not occurred by
                    , 2004.

CERTAIN COMPARATIVE INFORMATION ABOUT THE MASSACHUSETTS FUNDS AND THE MINNESOTA
FUNDS

As a Massachusetts business trust, each Massachusetts Fund's operations will be
governed by a Declaration of Trust, Bylaws (collectively, the "Trust governing
documents") and applicable Massachusetts law. As Minnesota corporations, each
Minnesota Fund's operations are governed by each individual Minnesota Fund's
Articles of Incorporation, Bylaws (collectively, the "Fund governing documents")
and applicable Minnesota law. If the Reorganization is approved, the operations
of each Massachusetts Fund will continue to be subject to the provisions of the
1940 Act and the rules and regulations of the Securities and Exchange Commission
thereunder and applicable state securities laws. Set forth below is a discussion
of the major similarities and differences between the Massachusetts Funds and
the Minnesota Funds.

INVESTMENT OBJECTIVES, POLICIES AND GENERAL PORTFOLIO CHARACTERISTICS. The
investment objectives and policies of the Massachusetts Funds will be identical
to those of each corresponding Minnesota Fund and the general portfolio
characteristics of the Massachusetts Fund immediately after each Reorganization
will be virtually identical to those of each corresponding Minnesota Fund
immediately prior to each Reorganization.

BOARD MEMBERS AND OFFICERS. The Board Members and officers of each Minnesota
Fund serving immediately prior to each Reorganization will serve in the same
capacity for each corresponding Massachusetts Fund immediately after each
Reorganization.

COMMON SHARES. Notwithstanding that each Massachusetts Fund is organized as a
Massachusetts business trust and each Minnesota Fund is organized as a Minnesota
corporation, the common shares of each Massachusetts Fund and each Minnesota
Fund have similar voting rights and equal rights with respect to the payment of
dividends and distribution of assets upon liquidation and have no preemptive,
conversion or exchange rights or rights to cumulative voting. However,
shareholders of the Massachusetts Fund will not have dissenters' rights of
appraisal. The terms of the Massachusetts Fund's Dividend Reinvestment Plan will
be identical to the terms of the Minnesota Fund's Dividend Reinvestment Plan.

PREFERRED SHARES. The terms of the Massachusetts Fund's MuniPreferred issued
pursuant to each Reorganization will be substantially similar to the terms of
each corresponding Minnesota Fund's MuniPreferred, except that, under each
Minnesota Fund's interpretation of Minnesota law, the Board of each Minnesota
Fund does not have the authority, without shareholder approval, to (a) increase
the number of authorized shares of an existing series of MuniPreferred or (b)
make

                           20


amendments to certain rating agency definitions in each Minnesota Fund's
Statement Establishing and Fixing the Rights and Preferences of MuniPreferred.
After each Reorganization, each Massachusetts Fund will have the flexibility to
take such actions without shareholder approval, subject to certain limitations,
including rating agency approval. In addition, the Massachusetts Fund
MuniPreferred shareholders will not have dissenters' rights of appraisal.

PERSONAL LIABILITY. Under Massachusetts law, shareholders of each Massachusetts
Fund could, under certain circumstances, be held personally liable for the
obligations of that Massachusetts Fund. However, each Massachusetts Fund's
Declaration of Trust will contain an express disclaimer of shareholder liability
for debts or obligations of each Massachusetts Fund and requires that notice of
such limited liability be given in each agreement, obligation or instrument
entered into our executed by each Massachusetts Fund or its trustees. The
Massachusetts Funds' Declaration of Trust will further provide for
indemnification out of the assets and property of that Massachusetts Fund for
all loss and expense of any shareholder held personally liable for the
obligations of the Massachusetts Fund. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which each Massachusetts Fund would be unable to meet its obligations.
Management believes that the likelihood of such circumstances is remote. In
addition, each Massachusetts Fund's Declaration of Trust will provide that the
obligations of that Massachusetts Fund are not binding upon the trustees
individually, but only upon the assets and property of the Massachusetts Fund,
and that the trustees shall not be liable for errors of judgment or mistakes of
fact or law. Nothing in each Massachusetts Fund's Declaration of Trust however,
protects a trustee against any liability to which he or she would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.

SHAREHOLDER MEETINGS. The Trust and Fund governing documents both provide that
shareholder meetings (a) may be called at any time by the Chairman of the Board,
the President or two or more Board Members and (b) must be called upon the
written request of shareholders entitled to cast at least 10% of all the votes
entitled to be cast at the meeting.

QUORUM. The Trust and Fund governing documents provide that a majority of shares
entitled to vote constitutes a quorum for shareholder meetings.

ELECTION OF BOARD MEMBERS. The Trust governing documents provide that Board
Members are elected by (i) a plurality of the voting power of the shares present
and entitled to vote at any shareholder meeting. By comparison, the Fund
governing documents provide that Board Members are elected by vote of a majority
of the voting power of the shares present and entitled to vote at any
shareholder meeting.

CONTROL. Both the Trust and Fund governing documents include provisions that
could have the effect of limiting the ability of other entities or persons to
acquire control of the fund. Specifically, they require the affirmative vote of
the holders of at least 66 2/3% of the fund's common shares and preferred shares
outstanding the time, voting together as a single class, except as described
below, to authorize any of the following transactions:

          (a) a conversion of the fund from a closed-end to an open-end
     investment company,

          (b) a merger or consolidation of the fund, or any series or class of
     the fund, with any corporation, association, trust or other organization or
     a reorganization or recapitalization of the fund, or any series or class of
     the fund,

          (c) a sale, lease or transfer of all or substantially all of the
     fund's assets (other than in the regular course of the fund's investment
     activities), or

          (d) termination of the fund or series or class of the fund by the
     shareholders,

unless such transaction has been authorized by the affirmative vote of 66 2/3%
of the total number of Board Members fixed in accordance with the governing
documents, in which case the affirmative vote of the holders of at least a
majority of the fund's common shares and preferred shares outstanding at the
time, voting together as a single class, is required. In the case of the
conversion of the fund to an open-end investment company, or in the case of any
of the foregoing transactions constituting a plan of reorganization which
adversely affects the holders of preferred shares of the fund, the action in
question will also require the approval of the holders of 66 2/3% of the
preferred shares of the fund outstanding at the time, voting as a separate
class; provided, however, that such separate class vote shall be a majority vote
if the transaction has been authorized by the affirmative vote of 66 2/3% of the
total number of Board Members fixed in accordance with the fund's governing
documents. The vote required to approve the conversion of the fund from a
closed-end to an open-end investment company or to approve a transaction
constituting a plan of reorganization which adversely affects the holders of
preferred shares of the fund is higher than that required by the 1940 Act.

SHAREHOLDERS' RIGHTS OF APPRAISAL

Under Minnesota law, shareholders of each Fund have dissenters' rights of
appraisal with respect to each Reorganization.

GENERAL. Sections 302A.471 and 302A.473 of the Minnesota Business Corporation
Act provide for rights of shareholders to dissent and obtain payment in cash of
the "fair value" of their shares, as defined in the statute, in the event of a
sale of substantially all of the assets of a Minnesota corporation. The
procedures for asserting dissenters' rights are set forth in such sections, the
full texts of which are reprinted as Exhibit C to this Joint Proxy Statement.
Shareholders of each Fund

                           21


who wish to assert their dissenters' rights must fully comply with the statutory
requirements in order to preserve the right to obtain payment for their shares
under the statute. The following summary of the applicable provisions of Section
302A.471 and 302A.473 is not intended to be a complete statement of such
provisions and is qualified in its entirety by reference to such Sections.

PROCEDURE. Any shareholder of the Fund who wishes to dissent and obtain payment
for his or her shares (a) must file with the Fund prior to the shareholder vote
with respect to the Agreement at the Annual Meeting, a written notice stating
the shareholder's intention to demand payment of the fair value of his or her
shares if the Reorganization is effectuated and (b) must not vote his or her
shares in favor of approval of the Agreement. Such notice must be filed at the
offices of the Fund at 333 West Wacker Drive, Chicago, Illinois 60606,
Attention: Secretary. A vote against approval of the Agreement does not in
itself constitute the required written notice described in (a) above. A
shareholder must satisfy requirement (b) above either by voting against approval
of the Agreement in person or by proxy at the Annual Meeting or by abstaining
from voting his or her shares. The shareholder can so abstain by not voting in
favor of approval of the Agreement at the Annual Meeting and either (i) not
signing and returning the proxy card or (ii) marking the space indicating
"Abstain" on the proxy card. If a shareholder returns a signed proxy card,
unless such proxy card indicates that the shareholder wishes to abstain or vote
against approval of the Agreement, such shareholder's shares will be voted in
favor of approval of the Agreement, and such shareholder will not be permitted
to dissent.

A shareholder of a Fund may not assert dissenters' rights as to less than all of
the shares registered in such holder's name, except in the situation in which
certain shares are beneficially owned by another person but registered in such
holder's name. If a shareholder wishes to dissent with respect to shares
beneficially owned by another person, such shareholder must dissent with respect
to all such shares and disclose the name and address of the beneficial owner on
whose behalf the holder is dissenting. A beneficial owner who is not the
shareholder of record may assert dissenters' rights with respect to all of his
or her shares if the beneficial owner submits a written consent of the
shareholder of record at the time of or prior to the assertion of such
dissenters' rights.

If the Agreement is approved by the requisite shareholder vote, the Fund will be
required to mail a notice to each Fund shareholder who filed a written notice of
intent to demand payment and refrained from voting in favor of approval of the
Agreement. The notice shall state when and where a demand for payment shall be
sent and share certificates shall be deposited in order to obtain payment. The
notice shall also include a form to be completed by the shareholder for
demanding payment and certifying the date on which the shareholder, or the
beneficial owner on whose behalf the shareholder is dissenting, acquired the
shares. In order to receive the fair value of his or her shares, a dissenting
shareholder must demand payment and deposit his or her share certificates within
30 days after the notice is mailed by the Fund. A shareholder who fails to
demand payment or fails to deposit share certificates, as required by such
notice, shall have no right to receive payment for his or her shares under the
dissenters' rights provisions.

After the Reorganization takes effect or after receipt of a valid demand for
payment, whichever is later, the Fund shall remit to each shareholder who has
made such demand of the Massachusetts Fund and deposited his or her share
certificates, the amount that the Fund estimates to be the fair value of the
shares, plus any interest that may have accrued commencing five days after the
Effective Time up to and including the date of payment at the judgment rate of
interest then in effect under Minnesota law (currently 4% per annum). The Fund
shall also include with such remittance, along with certain financial statements
of the Fund, a brief description of the method used to reach the estimated fair
value of the shares of the Fund. As used in Section 302A.473, the term "fair
value of the shares" means the value of the shares immediately before the
Effective Time.

The Fund may withhold any remittance from a dissenting shareholder who was not a
shareholder (or who is dissenting on behalf of a person who was not a beneficial
owner) on           ,           , the date of the first public announcement of
the Reorganization, if the Fund (a) provides to such shareholder, along with the
materials described in the preceding paragraph, a statement of the reason for
withholding the remittance and (b) offers to pay the fair value of the shares,
plus interest, if the dissenting shareholder agrees to accept that amount in
full satisfaction. The dissenting shareholder may decline the offer and demand
payment as described below. Failure to make such demand entitles the dissenting
shareholder only to the amount offered by the Fund.

If a dissenting shareholder of the Fund believes that the amount remitted (or
the amount offered in the case of certain dissenting shareholders) by the Fund
is less than the fair value of his or her shares of the Fund, plus interest, the
shareholder may, within 30 days after the mailing date of the remittance (or the
offer), give written notice to the Fund of his or her own estimate of the fair
value of the shares of the Fund, plus interest, and demand payment of the
difference. If the shareholder fails to do so, the shareholder is entitled only
to the amount remitted (or offered).

If the Fund receives a demand for supplemental payment from any dissenting
shareholder, it shall, within 60 days after receipt of such demand, either (a)
pay to the dissenter the amount demanded or agreed to by the dissenter after
settlement discussions or (b) file in a court of competent jurisdiction in
Hennepin County, Minnesota, a petition requesting that the court determine the
fair value of the shares, plus interest. All shareholders of the Fund whose
demands have not been settled with the Fund shall be made parties to the
proceeding. The court shall determine whether each such dissenting shareholder
has complied with all statutory requirements and shall determine the fair value
of the shares, taking into account any and all
                           22


factors the court finds relevant. If the court determines that the fair value of
the shares exceeds the Fund's estimate of the fair value of the shares of the
Fund, then the court will enter judgment in favor of such dissenting
shareholders in an amount by which the value determined by the court exceeds the
Fund's estimated value.

The costs and expenses of the proceeding, including the reasonable expense and
compensation of any appraisers appointed by the court, shall be determined by
the court and assessed against the Fund, except that the court may assess part
or all of such costs and expenses against any dissenting shareholder whose
action in demanding supplemental payment is found by the court to be arbitrary,
vexatious or not in good faith. If the court finds that the Fund has failed to
comply substantially with the statutory requirements, the court may assess
against the Fund all fees and expenses of any experts or attorneys as the court
deems equitable. In addition, fees and expenses may be assessed against any
party the court determines has acted arbitrarily, vexatiously or not in good
faith in bringing a proceeding for supplemental payment.

Cash received pursuant to the exercise of dissenters' rights may be subject to
Federal or state income tax.

FEDERAL INCOME TAX CONSEQUENCES

As a condition of closing, the Minnesota Funds will receive an opinion from
Vedder, Price, Kaufman & Kammholz, special counsel to the Minnesota Funds, to
the effect that the Reorganization will qualify as a reorganization under
Section 368(a)(1) of the Code. Accordingly, no Minnesota Fund will recognize
gain or loss for federal income tax purposes as a result of the Reorganization.
The following discussion summarizes the anticipated federal income tax treatment
to shareholders of each Minnesota Fund.

A common shareholder of the Minnesota Fund who receives solely common shares of
a corresponding Massachusetts Fund in exchange for his or her Minnesota Fund
common shares pursuant to the Reorganization will not recognize gain or loss for
federal income tax purposes. Likewise, a holder of a Minnesota Fund's
MuniPreferred shares who receives solely shares of Massachusetts Fund
MuniPreferred in exchange for his or her Minnesota Fund MuniPreferred Shares
pursuant to the Reorganization will not recognize gain or loss for federal
income tax purposes.

The aggregate tax basis of the Massachusetts Fund Shares received by a
shareholder of the Minnesota Fund will be the same as the shareholder's
aggregate tax basis in the Minnesota Fund Shares surrendered in exchange
therefor, decreased by any cash received and increased by the amount of gain
recognized on the exchange.

The holding period of the Massachusetts Fund Shares received by a shareholder of
the Minnesota Fund will include the period during which the shareholder's
Minnesota Fund Shares were held, provided such Minnesota Fund Shares were held
as a capital asset at the Effective Time.

No fractional Massachusetts Fund common shares will be issued pursuant to the
Reorganization. Cash payments received by a Minnesota Fund shareholder in lieu
of a fractional Massachusetts Fund common share will be treated as received by
such shareholder as a sale or exchange of such shares and will be treated as
capital gain or loss for federal income tax purposes (provided the redemption is
not substantially equivalent to a dividend), assuming the Minnesota Fund common
shares exchanged for cash in lieu of the fractional Massachusetts Fund common
share were held as a capital asset at the Effective Time.

Cash payments received by a Minnesota Fund shareholder as a result of the
exercise of his or her dissenters' rights of appraisal with respect to all of
such shareholder's shares will be treated as received by such shareholder as a
distribution in redemption by the Minnesota Fund of his or her shares and will
be treated as a distribution in full payment in exchange for his or her shares,
resulting in a capital gain or loss for federal income tax purposes, assuming
the Minnesota Fund Shares exchanged for cash as a result of the exercise of his
or her dissenters' rights were held as a capital asset at the Effective Time.

THE FOREGOING IS INTENDED TO BE ONLY A SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF EACH REORGANIZATION AND SHOULD NOT BE CONSIDERED TO BE TAX
ADVICE. THERE CAN BE NO ASSURANCE THAT THE INTERNAL REVENUE SERVICE WILL CONCUR
ON ALL OR ANY OF THE ISSUES DISCUSSED ABOVE. FUND SHAREHOLDERS ARE URGED TO
CONSULT THEIR OWN TAX ADVISERS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN
TAX CONSEQUENCES WITH RESPECT TO THE FOREGOING MATTERS AND ANY OTHER
CONSIDERATIONS WHICH MAY BE APPLICABLE.

VOTES REQUIRED

Consummation of each Reorganization is subject to approval of the Agreement by
the common and preferred shareholders of each Fund. Adoption of this proposal
requires the affirmative vote of the holders of at least a majority of the
outstanding common shares and shares of MuniPreferred of that Fund entitled to
vote on the proposal, voting together as a single class.

Preferred shareholders of each Fund are being asked to approve the Agreement as
a "plan of reorganization" under the 1940 Act. Section 18(a)(2)(D) of the 1940
Act provides that the terms of preferred shares issued by a registered
closed-end investment company must contain provisions requiring approval by the
vote of a majority of such shares, voting as a class, of any plan of
reorganization adversely affecting such shares. The 1940 Act makes no
distinction between a plan of

                           23


reorganization that has an adverse effect as opposed to a materially adverse
effect. While the respective Boards do not believe that the holders of shares of
MuniPreferred of either Fund would be materially adversely affected by the
Reorganization, it is possible that there may be insignificant adverse effects.
Each Fund is seeking approval of the Agreement by the holders of shares of each
series of that Fund's MuniPreferred, each such series voting separately as a
class. Such approval requires the affirmative vote of the holders of at least a
majority of the outstanding shares of that Fund's MuniPreferred entitled to vote
on the proposal, each such series voting separately as a class. Preferred
shareholders of each Fund are also being asked to approve the Agreement pursuant
to Minnesota law. Such approval requires the affirmative vote of the holders of
at least a majority of the outstanding shares of the Fund MuniPreferred entitled
to vote on the proposal, each such series voting separately as a class.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE AGREEMENT AND
PLAN OF REORGANIZATION.

APPOINTMENT OF INDEPENDENT AUDITORS

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

SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), require Board Members and officers, investment adviser, affiliated
persons of the investment adviser and persons who own more than 10% of a
registered class of the Funds' equity securities to file forms reporting their
affiliation with that Fund and reports of ownership and changes in ownership of
that Fund's shares with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange. 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 the Fund's 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, serves as
investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois
60606. Nuveen Investments, Inc., is approximately 79% owned by The St. Paul
Companies, Inc. ("St. Paul"). St. Paul is located at 385 Washington Street, St.
Paul, Minnesota 55102, and is principally engaged in providing
property-liability insurance through subsidiaries.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of shareholders of any
of the Funds to be held in 2004, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than           , 2004. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than           , 2004. Timely
submission of a proposal does not mean that such proposal will be included.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds. All other costs in
connection with the solicitation of proxies, will be paid by the Funds pro rata
based on the number of shareholder accounts. Additional solicitation may be made
by letter, telephone or telegraph by officers or employees of Nuveen or the
Adviser, or by dealers and their representatives. The Funds have engaged D.F.
King & Co., Inc., to assist in the solicitation of proxies at an estimated cost
of $2,500 per Fund plus reasonable expenses.

                           24


FISCAL YEAR

The last fiscal year end for each Fund was October 31, 2002.

ANNUAL REPORT DELIVERY

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

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

GENERAL

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

A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of that 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 any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.

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

Jessica R. Droeger

Vice President and Secretary

          , 2003

                           25


                                                                      APPENDIX A

                     NUVEEN MANAGEMENT INVESTMENT COMPANIES

                            AUDIT COMMITTEE CHARTER

                                January 31, 2002

ORGANIZATION

There shall be a committee of each Board of Directors/Trustees of the Nuveen
Management Investment Companies to be known as the Audit Committee. The Audit
Committee shall be composed of at least three Directors/Trustees. Audit
Committee Members shall be independent of the Management Investment Companies
and free of any relationship that, in the opinion of the Directors/Trustees,
would interfere with their exercise of independent judgment as a committee
member. Each such member of the Audit Committee shall have a basic understanding
of finance and accounting and be able to read and understand fundamental
financial statements, 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.

STATEMENT OF POLICY

The Audit Committee shall assist the Board in monitoring (1) the accounting and
reporting policies and practices of the Management Investment Companies
(hereafter referred to as "Funds" or individually "Fund"), (2) the quality and
integrity of the financial statements of the Funds, (3) the compliance by the
Funds with legal and regulatory requirements and (4) the independence and
performance of the external and internal auditors. In doing so, the Audit
Committee shall seek to maintain free and open means of communication among the
Directors, the independent auditors, the internal auditors and the management of
Nuveen.

The Audit Committee shall have the authority in its discretion to retain special
legal, accounting or other consultants to advise the Committee. The Audit
Committee may request any officer or employee of the John Nuveen Company or the
Funds' independent auditors or outside counsel to attend a meeting of the
Committee or to meet with any members of, or consultants to, the 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 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. The independent auditors are ultimately accountable to the
Board and Audit Committee. It is the ultimate responsibility of the Board and
the Audit Committee for selection, evaluation and replacement of the independent
auditors.

In carrying out its responsibilities the Audit Committee believes its policies
and procedures should remain flexible, in order to react to changing conditions
and requirements applicable to the Funds.

The Audit Committee is responsible for the following:

     Fund Financial Statements:

          1. Reviewing the annual audited financial statements with Fund
             management including major issues regarding accounting and auditing
             principles and practices.

          2. Requiring the independent auditors to deliver to the Chairman of
             the 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 SAS 61, that arise during the auditor's review
             of the Fund's financial statements, which information shall be
             further communicated by the Chairman to the other members of the
             Committee, as deemed necessary or appropriate in the judgment of
             the Chairman.

     With respect to the independent auditors:

          3. Receiving periodic reports (including a formal written statement
             delineating all relationships between the auditors and the Funds)
             from the firms of independent auditors regarding their
             independence, their membership in the SEC practice section of the
             AICPA and their compliance with all applicable requirements for
             independence and peer review, and discussing such reports with the
             auditors.

                           26


          4. Reviewing and recommending to the Directors/Trustees the
             independent auditors to be selected to audit the annual financial
             statements of the Funds.

          5. Meeting with the independent auditors and Fund management to review
             the scope and fees of the proposed audits for the current year and
             the audit procedures to be utilized. At the conclusion of the
             audit, reviewing such audit results, including any comments or
             recommendations of the independent auditors, any significant
             changes required from the originally planned audit programs and any
             adjustments to such statements recommended by the auditors.

          6. Providing sufficient opportunity at all meetings of the Audit
             Committee for the independent auditors to meet with the members of
             the Audit Committee without members of Fund management being
             present.

     With respect to any internal auditor:

          7. Reviewing the internal audit function as it relates to the Funds
             including the proposed programs 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.

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

     Other responsibilities:

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

          10. 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 elicit 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 which might be deemed illegal or
              otherwise improper.

          11. Reviewing the reports of examinations by regulatory authorities.

          12. Reporting to the Directors/Trustees on the results of the
              activities of the Committee.

          13. Performing any special reviews, investigations or oversight
              responsibilities requested by the Directors/ Trustees.

          14. With respect to the Exchange-Traded Funds, preparing any report
              required by the rules of the SEC to be included in a proxy
              statement for a fund.

          15. Reviewing and reassessing annually the adequacy of this charter
              and providing a recommendation to the Board of Directors/Trustees
              for approval of any proposed changes deemed necessary or advisable
              by the Committee.

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' principal 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.

                           27


                                                                      APPENDIX B

              AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION

AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION ("Agreement") is made as of
the    day of           , 200 by and between                (the "Acquiring
Fund"), a business trust formed under the laws of the Commonwealth of
Massachusetts (the "Target Fund") and                , a Minnesota corporation
(the "Target Fund") together with the Acquiring Fund, (the "Funds"). Each of the
Funds maintains its principal place of business at 333 West Wacker Drive,
Chicago, Illinois 60606.

This Agreement is intended to be, and is adopted as, a plan of reorganization
(the "Reorganization") pursuant to Section 368(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"). The Reorganization will
consist of (a) the acquisition by the Acquiring Fund of substantially all of the
assets of the Target Fund in exchange solely for common shares, par value $.01
per share, of the Acquiring Fund ("Acquiring Fund Common Shares"), shares of
Municipal Auction Rate Cumulative Preferred Shares, par value $.01 per share
("MuniPreferred(R)"), of the Acquiring Fund ("Acquiring Fund MuniPreferred" and,
collectively with the Acquiring Fund Common Shares, "Acquiring Fund Shares") and
the assumption by the Acquiring Fund of substantially all of the liabilities of
the Target Fund, and (b) the pro rata distribution, after the Closing Date
hereinafter referred to, of such Acquiring Fund Shares to the shareholders of
the Target Fund in liquidation and termination of the Target Fund as provided
herein, all upon the terms and conditions hereinafter set forth in this
Agreement.

In consideration of the premises and of the covenants and agreements set forth
herein, the parties covenant and agree as follows:

          1. Transfer of Assets of the Target Fund in Exchange for Shares of the
     Acquiring Fund and Assumption of Liabilities, if Any; Liquidation of the
     Target Fund.

             1.1 The Target Fund agrees to sell, assign, transfer and deliver,
        as of the close of business on the Closing Date (the "Effective Time"),
        substantially all of its assets as set forth in paragraph 1.2 to the
        Acquiring Fund, free and clear of all liens and encumbrances, except as
        otherwise provided herein, and in exchange therefor the Acquiring Fund
        agrees (a) to assume substantially all of the liabilities, if any, of
        the Target Fund, as set forth in paragraph 1.3 and (b) to issue and
        deliver to the Target Fund, for distribution in accordance with
        paragraph 1.5 to the Target Fund's shareholders, (i) the number of
        Acquiring Fund Common Shares equal to the number of Target Fund common
        shares outstanding as of Closing Date, and (ii)           shares of
        Acquiring Fund MuniPreferred, Series      . The preferences, voting
        powers, restrictions, limitations as to dividends, qualifications and
        terms and conditions of redemption of the Acquiring Fund MuniPreferred,
        Series      , shall be identical in all material respects to those of
        the outstanding shares of Acquiring Fund MuniPreferred, Series      .
        Such transactions shall take place at the closing provided for in
        paragraph 2.1 (the "Closing").

             1.2 As of the Effective Time, the Acquiring Fund shall acquire the
        assets of the Target Fund (consisting without limitation of all cash,
        cash equivalents, municipal obligations and other portfolio securities,
        receivables (including interest and dividends receivable) and any
        deferred or prepaid expenses shown as assets) as set forth in the
        respective Statement of Net Assets referred to in paragraph 7.3 as of
        the Closing Date. Notwithstanding the foregoing, the assets to be Target
        will not include cash to pay shareholders exercising dissenters' rights
        under Minnesota law. The Target Fund has no plan or intent to sell or
        otherwise dispose of any of its assets, other than in the ordinary
        course of business.

             1.3 As of the Effective Time, the Acquiring Fund will assume all of
        the Target Fund's debts, liabilities, obligations and duties of the
        Target Fund of whatever kind or nature, whether absolute, accrued,
        contingent or otherwise, arising in the ordinary course of business,
        whether or not determinable as of the Effective Time and whether or not
        specifically referred to in this Agreement. Notwithstanding the
        foregoing, the Acquiring Fund will not assume the Target Fund's
        obligation to pay certain expenses incurred by the Target Fund in
        connection with the transactions contemplated by this Agreement or to
        pay shareholders exercising dissenters' rights to the extent of the cash
        held for such purpose as contemplated by paragraph 1.2 hereof.

             1.4 On or as soon after the Closing Date as is conveniently
        practicable (the "Liquidation Date"), the Target Fund will distribute in
        complete liquidation (a) pro rata to its common shareholders of record,
        determined as of the Effective Time, the Acquiring Fund Common Shares
        received by the Target Fund pursuant to paragraph 1.1 in exchange for
        common shares of the Target Fund held by the common shareholders of such
        Fund and (b) to its preferred shareholders of record, determined as of
        the Effective Time, the Acquiring Fund MuniPreferred received by the
        Target Fund pursuant to paragraph 1.1. Such distribution and liquidation
        will be accomplished by opening accounts on the books of the Acquiring
        Fund in the names of the shareholders of the Target Fund and
        transferring to each account (x) in the case of a common shareholder, a
        number of the Acquiring Fund Common Shares received by the Target Fund
        equal to the number of common shares of the Target Fund held by such
        shareholder and (y) in the case of a preferred shareholder, a number of
        the shares of Acquiring Fund MuniPreferred received by the Target Fund
        equal to the number of shares of Target Fund MuniPreferred held by such
        shareholder.

                           28


             1.5 Any reporting responsibility of the Target Fund with the
        Securities and Exchange Commission (the "SEC"), the NYSE, or any state
        securities commission is and shall remain the responsibility of the
        Target Fund up to and including the Liquidation Date.

             1.6 All books and records of the Target Fund, including all books
        and records required to be maintained under the Investment Company Act
        of 1940, as amended (the "Investment Company Act"), and the rules and
        regulations thereunder, shall be available to the Acquiring Fund from
        and after the Closing Date and shall be turned over to the Acquiring
        Fund on or prior to the Liquidation Date.

             1.7 The Target Fund will dissolve, terminate and have its affairs
        wound up in accordance with Minnesota state law promptly following the
        Liquidation Date.

          2. Closing and Closing Date

             2.1 The Closing Date shall be such date as the Boards of each Fund
        may agree. All acts taking place at the Closing shall be deemed to take
        place simultaneously as of the Effective Time unless otherwise provided.
        The Closing shall be at the office of the Acquiring Fund or at such
        other place as the parties may agree.

             2.2 The custodian for the Target Fund shall deliver to the
        Acquiring Fund at the Closing a certificate of an authorized officer
        stating that (a) the Target Fund's portfolio securities, cash and any
        other assets have been transferred in proper form to the Acquiring Fund
        on the Closing Date and (b) all necessary taxes, if any, have been paid,
        or provision for payment has been made, in conjunction with the delivery
        of portfolio securities.

             2.3 The Target Fund shall deliver to the Acquiring Fund on or prior
        to the Liquidation Date a list of the names and addresses of its
        shareholders and the number of outstanding shares of the Target Fund
        owned by each such shareholder (the "Shareholder Lists"), all as of the
        Effective Time, certified by the Secretary or Assistant Secretary of the
        Target Fund. The Acquiring Fund shall issue and deliver to the Target
        Fund at the Closing a confirmation or other evidence satisfactory to the
        Target Fund that Acquiring Fund Shares have been or will be credited to
        the Target Fund's account on the books of the Acquiring Fund. At the
        Closing each party shall deliver to the other such bills of sale,
        checks, assignments, stock certificates, receipts and other documents as
        such other party or its counsel may reasonably request to effect the
        transactions contemplated by this Agreement.

          3. Representations and Warranties

             3.1 The Target Fund represents and warrants as follows:

                3.1.1 The Target Fund is duly organized, validly existing and in
           good standing under the laws of the State of Minnesota and has the
           power to own all of its properties and assets and, subject to
           approval of the shareholders of the Target Fund, to carry out the
           Agreement.

                3.1.2 The Target Fund is a closed-end diversified management
           investment company duly registered under the Investment Company Act,
           and such registration is in full force and effect.

                3.1.3 The Target Fund is not, and the execution, delivery and
           performance of this Agreement will not result, in violation of any
           provision of the Articles of Incorporation or By-Laws of the Target
           Fund or of any material agreement, indenture, instrument, contract,
           lease or other undertaking to which the Target Fund is a party or by
           which the Target Fund is bound.

                3.1.4 The Target Fund has no material contracts or other
           commitments (except this Agreement and the obligations to pay the
           dividends and/or distributions contemplated by paragraph 1.4) that
           will not be terminated on or prior to the Closing Date without any
           liability or penalty to the Target Fund or the Acquiring Fund.

                3.1.5 No material litigation or administrative proceeding or
           investigation of or before any court or governmental body is
           presently pending or, to the knowledge of the Target Fund, threatened
           against the Target Fund or any of its properties or assets. The
           Target Fund knows of no facts that might form the basis for the
           institution of such proceedings, and the Target Fund is not a party
           to or subject to the provisions of any order, decree or judgment of
           any court or governmental body that materially and adversely affects
           its business or its ability to consummate the transactions herein
           contemplated.

                3.1.6 The audited Statement of Net Assets, Statement of
           Operations, Statement of Changes in Net Assets, Financial Highlights
           and Portfolio of Investments of the Target Fund at           , 200
           and for the period then ended (copies of which have been furnished to
           the Acquiring Fund) have been prepared in accordance with generally
           accepted accounting principles consistently applied and present
           fairly, in all material respects, the financial condition of the
           Target Fund as of such date, and there are no known material
           liabilities of the Target Fund (contingent or otherwise) not
           disclosed therein.

                           29


                3.1.7 Since           , 200 , there has not been any materially
           adverse change in the Target Fund's financial condition, assets,
           liabilities or business, other than changes occurring in the ordinary
           course of business, or any incurrence by the Target Fund of
           indebtedness maturing more than one year from the date such
           indebtedness was incurred, except as otherwise disclosed to and
           accepted by the Acquiring Fund. For the purposes of this paragraph
           4.1.7, a decline in net asset value or net asset value per common
           share of the Target Fund as a result of changes in the value of
           investments held by the Target Fund or a distribution or payment of
           dividends shall not constitute a materially adverse change.

                3.1.8 All federal, state and other tax returns and reports of
           the Target Fund required by law to have been filed or furnished by
           the date hereof have been filed or furnished, and all federal, state
           and other taxes, interest and penalties required to be paid (whether
           or not a return or report is required) have been paid insofar as due,
           or provision has been made for the payment thereof, and, to the best
           of the Target Fund's knowledge, no such return is currently under
           audit and no assessment has been asserted against the Target Fund.

                3.1.9 For each taxable year of its operations, the Target Fund
           has met the requirements of Subchapter M of the Code for
           qualification and treatment as a regulated investment company and
           intends to meet those requirements for the current taxable year.

                3.1.10 The authorized capital of the Target Fund consists of
                     common shares and           preferred shares, par value
           $.01 per share. All issued and outstanding shares of the Target Fund
           are duly and validly issued and outstanding, fully paid and
           non-assessable. All issued and outstanding shares of the Target Fund
           will, at the time of the Closing, be held by the persons and in the
           amounts set forth in the applicable Shareholder List submitted to the
           Acquiring Fund in accordance with the provisions of paragraph 3.4.
           The Target Fund does not have outstanding any options, warrants or
           other rights to subscribe for or purchase any shares of the Target
           Fund, nor is there outstanding any security convertible into shares
           of the Target Fund.

                3.1.11 At the Closing Date, the Target Fund will have good and
           marketable title to the assets to be transferred to the Acquiring
           Fund pursuant to paragraph 1.1 and full right, power and authority to
           sell, assign, transfer and deliver such assets hereunder free of any
           liens or other encumbrances, and, upon delivery and payment for such
           assets, the Acquiring Fund will acquire good and marketable title
           thereto.

                3.1.12 The execution, delivery and performance of this Agreement
           has been duly authorized by the Board of Directors of the Target Fund
           (including the determinations required by Rule 17a-8(a) under the
           Investment Company Act) and by all necessary action, other than
           shareholder approval, on the part of the Target Fund, and, subject to
           shareholder approval, this Agreement constitutes a valid and binding
           obligation of the Target Fund.

                3.1.13 The information furnished and to be furnished by the
           Target Fund for use in applications for orders, registration
           statements, proxy materials and other documents which may be
           necessary in connection with the transactions contemplated hereby is,
           and shall be, accurate and complete in all material respects and is
           in compliance, and shall comply, in all material respects with
           applicable federal securities and other laws and regulations.

                3.1.14 On the date of the Proxy Statement referred to in
           paragraph 5.5, at the time of the Annual Meeting of the Target Fund's
           shareholders and on the Closing Date (a) will comply in all material
           respects with the provisions and regulations of the Securities
           Exchange Act of 1934, as amended (the "1934 Act"), and the Investment
           Company Act and the rules and regulations thereunder and (b) will not
           contain any untrue statement of a material fact or omit to state a
           material fact required to be stated therein or necessary to make the
           statements therein, in light of the circumstances under which they
           were made, not misleading; provided, however, that the
           representations and warranties in this paragraph 4.1.14 shall not
           apply to statements in or omissions from the Proxy Statement made in
           reliance upon and in conformity with information furnished by the
           Acquiring Fund for use therein.

                3.1.15 No consent, approval, authorization or order of any court
           or governmental authority is required for the consummation by the
           Target Fund of the transactions contemplated by this Agreement,
           except such as have been obtained under the Securities Act of 1933,
           as amended (the "1933 Act"), the 1934 Act and the Investment Company
           Act, and such as may be required under state securities laws.

                3.1.16 There are no brokers or finder's fees payable on behalf
           of the Target Fund in connection with the transactions provided for
           herein.

                           30


             3.2 The Acquiring Fund represents and warrants as follows:

                3.2.1 The Acquiring Fund is duly organized and existing under
           the laws of the Commonwealth of Massachusetts as a voluntary
           association with transferable shares commonly referred to as a
           "Massachusetts business trust" and has the power to own all of its
           properties and assets and to carry out the Agreement.

                3.2.2 The Acquiring Fund is not, and the execution, delivery and
           performance of this Agreement will not result, in violation of any
           provision of the Declaration of Trust or By-Laws of the Acquiring
           Fund or of any material agreement, indenture, instrument, contract,
           lease or other undertaking to which the Acquiring Fund is a party or
           by which the Acquiring Fund is bound.

                3.2.3 All Acquiring Fund Common Shares and shares of Acquiring
           Fund MuniPreferred to be issued in exchange for the net assets of the
           Target Funds pursuant to this Agreement will be when so issued, duly
           and validly issued and outstanding, fully paid and non-assessable,
           except that shareholders of the Acquiring Fund may under certain
           circumstances be held personally liable for its obligations. Except
           as contemplated by this Agreement, the Acquiring Fund does not have
           outstanding any options, warrants or other rights to subscribe for or
           purchase any Acquiring Fund Shares, nor is there outstanding any
           security convertible into any Acquiring Fund Shares.

                3.2.4 The execution, delivery and performance of this Agreement
           has been duly authorized by the Board of Trustees of the Acquiring
           Fund (including the determinations required by Rule 17a-8(a) under
           the Investment Company Act) and by all necessary action on the part
           of the Acquiring Fund, this Agreement constitutes a valid and binding
           obligation of the Acquiring Fund.

          4. Covenants of the Acquiring Fund and the Target Fund

             4.1 Except as may otherwise be required by paragraph 1.4, the
        Target Fund will operate its business in the ordinary course between the
        date hereof and the Closing Date, it being understood that the ordinary
        course of business will include declaring and paying customary dividends
        and other distributions.

             4.2 The Target Fund will call a shareholders' meeting to consider
        and act upon this Agreement and the transactions contemplated herein and
        to take all other action necessary to obtain approval of the
        transactions contemplated hereby.

             4.3 The Target Fund will assist the Acquiring Fund in obtaining
        such information as the Acquiring Fund reasonably requests concerning
        the beneficial ownership of the Target Fund's shares.

             4.4 Subject to the provisions of this Agreement, each Fund will
        take or cause to be taken all action, and will do or cause to be done
        all things, reasonably necessary, proper or advisable to consummate and
        make effective the transactions contemplated by this Agreement.

             4.5 The Target Fund will prepare and file with the SEC a Proxy
        Statement (the "Proxy Statement") in compliance with the 1934 Act and
        the Investment Company Act and the rules and regulations thereunder.

             4.6 Each Fund will, from time to time, as and when requested by the
        other Fund, execute and deliver or cause to be executed and delivered
        all such assignments and other instruments, and will take or cause to be
        taken such further action, as the other Fund may deem necessary or
        desirable in order to (a) vest in and confirm to the Acquiring Fund
        title to and possession of all the assets of the Target Fund to be sold,
        assigned, transferred and delivered to the Acquiring Fund pursuant to
        this Agreement, (b) vest in and confirm to the Target Fund title to and
        possession of all the Acquiring Fund Shares to be transferred to the
        Target Fund pursuant to this Agreement, (c) assume all of the Target
        Fund's liabilities in accordance with this Agreement, and (d) otherwise
        to carry out the intent and purpose of this Agreement.

             4.7 The Acquiring Fund will use all reasonable efforts to obtain
        the approvals and authorizations required by the 1933 Act, the
        Investment Company Act and such of the state Blue Sky or securities laws
        as it may deem appropriate in order to continue its operations after the
        Closing Date.

             4.8 The expenses incurred by the Funds in connection with this
        Agreement and the transactions contemplated hereby shall be paid by [the
        Target Fund].

          5. Conditions Precedent to Obligations of the Target Fund

     The obligations of the Target Fund to consummate the transactions provided
     for herein shall, at its election, be subject to the performance by the
     Acquiring Fund of all the obligations to be performed by it hereunder on or
     before the Closing Date and the following further conditions.

             5.1 All representations and warranties of the Acquiring Fund
        contained in this Agreement shall be true and correct in all material
        respects as of the date hereof and, except as they may be affected by
        the transactions

                           31


        contemplated by this Agreement, as of the Closing Date with the same
        force and effect as if made on and as of the Closing Date.

             5.2 The Acquiring Fund shall have delivered to the Target Fund a
        certificate executed in its name by the President or a Vice President of
        the Acquiring Fund, in form and substance satisfactory to the Target
        Fund and dated as of the Closing Date, to the effect that the
        representations and warranties of the Acquiring Fund in this Agreement
        are true and correct at and as of the Closing Date except as they may be
        affected by the transactions contemplated by this Agreement, and as to
        such other matters as the Target Fund shall reasonably request.

             5.3 [The Target Fund shall have received an opinion from Vedder,
        Price, Kaufman & Kammholz, counsel to the Acquiring Fund, dated as of
        the Closing Date, to the effect that:

                5.3.1 The Acquiring Fund is organized and is existing under the
           laws of the Commonwealth of Massachusetts as a voluntary association
           of transferable shares commonly referred to as a "Massachusetts
           business trust" with requisite power and authority to own its
           properties and, to the knowledge of such counsel, to carry on its
           business as presently conducted;

                5.3.2 This Agreement has been duly authorized, executed and
           delivered by the Acquiring Fund and, assuming due authorization,
           execution and delivery of the Agreement by the Target Fund,
           constitutes a valid and binding obligation of the Acquiring Fund
           enforceable in accordance with its terms, subject to bankruptcy,
           insolvency, fraudulent transfer, reorganization, moratorium and
           similar laws of general applicability relating to or affecting
           creditors' rights and to general equitable principles;

                5.3.3 The Acquiring Fund Common Shares and shares of Acquiring
           Fund MuniPreferred, Series           , to be distributed to
           shareholders of the Target Fund under this Agreement will, when
           issued in exchange for the net assets of the Target Fund as
           contemplated by this Agreement, be validly issued and outstanding and
           fully paid and non-assessable, except that shareholders of the
           Acquiring Fund may under certain circumstances be held personally
           liable for its obligations, and free of preemptive rights;

                5.3.4 Neither the execution and delivery of this Agreement nor
           the consummation of the transactions contemplated hereby violate (i)
           the Acquiring Fund's Declaration of Trust or By-Laws or (ii) any
           federal law of the United States, the laws of the State of Illinois
           or the laws of the Commonwealth of Massachusetts applicable to the
           Acquiring Fund; provided, however, that such counsel may state that
           it expresses no opinion with respect to federal or state securities
           laws, other antifraud laws and fraudulent transfer laws; and
           provided, further that insofar as performance by the Acquiring Fund
           of its obligations under this Agreement is concerned such counsel may
           state that it expresses no opinion as to bankruptcy, insolvency,
           reorganization, moratorium or similar laws of general applicability
           relating to or affecting creditors' rights; and

                5.3.5 All regulatory consents, authorizations, approvals and
           filings required to be obtained or made by the Acquiring Fund under
           the federal laws of the United States, the laws of the Commonwealth
           of Massachusetts and state Blue Sky or securities laws for the
           consummation of the transactions contemplated by this Agreement have
           been obtained or made;

          6. Conditions Precedent to Obligations of the Acquiring Fund

     The obligations of the Acquiring Fund to consummate the transactions
     provided for herein with respect to the Target Fund shall, at its election,
     be subject to the performance by the Target Fund of all the obligations to
     be performed by it hereunder on or before the Closing Date and the
     following further conditions:

             6.1 All representations and warranties of the Target Fund contained
        in this Agreement shall be true and correct in all material respects as
        of the date hereof and, except as they may be affected by the
        transactions contemplated by this Agreement, as of the Closing Date with
        the same force and effect as if made on and as of the Closing Date.

             6.2 The Target Fund shall have delivered to the Acquiring Fund a
        certificate executed in its name by the President or Vice President of
        the Target Fund, in form and substance satisfactory to the Acquiring
        Fund and dated as of the Closing Date, to the effect that the
        representations and warranties of the Target Fund in this Agreement are
        true and correct at and as of the Closing Date except as they may be
        affected by the transactions contemplated by this Agreement, and as to
        such other matters as the Acquiring Fund shall reasonably request.

             6.3 The Target Fund shall have delivered to the Acquiring Fund on
        the Closing Date a Statement of Net Assets, which Statement shall be
        prepared in accordance with generally accepted accounting principles
        consistently applied, together with a list of its portfolio securities
        showing the adjusted tax bases and holding periods of such securities as
        of the Closing Date, certified by the Treasurer of the Target Fund.

                           32


             6.4 [The Acquiring Fund shall have received an opinion from Vedder,
        Price, Kaufman & Kammholz, counsel to the Target Fund, dated as of the
        Closing Date, to the effect that:

                6.4.1 The Target Fund has been duly organized and is validly
           existing as a corporation in good standing under the laws of the
           State of Minnesota with requisite power and authority to own its
           properties and, to the knowledge of such counsel, to carry on its
           business as presently conducted;

                6.4.2 This Agreement has been duly authorized, executed and
           delivered by the Target Fund and, assuming due authorization,
           execution and delivery of the Agreement by the Acquiring Fund,
           constitutes a valid and binding obligation of the Target Fund
           enforceable in accordance with its terms, subject to bankruptcy,
           insolvency, fraudulent transfer, reorganization, moratorium and
           similar laws of general applicability relating to or affecting
           creditors' rights and to general equitable principles;

                6.4.3 Neither the execution and delivery of this Agreement nor
           the consummation of the transactions contemplated hereby violate (i)
           the Target Fund's Articles of Incorporation or By-Laws or (ii) any
           federal law of the United States, the laws of the State of Illinois
           or the laws of the State of Minnesota applicable to the Target Fund;
           provided, however, that such counsel may state that it expresses no
           opinion with respect to federal or state securities laws, other
           antifraud laws and fraudulent transfer laws; and provided, further
           that insofar as performance by the Target Fund of its obligations
           under this Agreement is concerned such counsel may state that it
           expresses no opinion as to bankruptcy, insolvency, reorganization,
           moratorium or similar laws of general applicability relating to or
           affecting creditors' rights;

                6.4.4 All regulatory consents, authorizations, approvals and
           filings required to be obtained or made by the Target Fund under the
           federal laws of the United States, the laws of the State of Minnesota
           and state Blue Sky or securities laws for the consummation of the
           transactions contemplated by this Agreement have been obtained or
           made;

                6.4.5 The Target Fund has been registered with the SEC as an
           investment company, and, to the knowledge of such counsel, no order
           has been issued or proceeding instituted to suspend such
           registration; and

                6.4.6 To the knowledge of such counsel, (a) no litigation or
           administrative proceeding or investigation of or before any court or
           governmental body is presently pending or threatened as to the Target
           Fund or any of its properties or assets, and (b) the Target Fund is
           not a party to or subject to the provision of any order, decree or
           judgment of any court or governmental body, which materially and
           adversely affects its business.]

          7. Further Conditions Precedent to Obligations of The Acquiring Fund
     and the Target Fund

     The obligations of each Fund hereunder are subject to the further
     conditions that on or before the Closing Date:

             7.1 This Agreement and the transactions contemplated herein shall
        have been approved by the requisite votes of (a) the Board of Trustees
        of the Acquiring Fund and the Board of Directors of the Target Fund,
        including as to the determinations required by Rule 17a-8(a) under the
        Investment Company Act and (b) the holders of the outstanding shares of
        the Target Fund in accordance with the provisions of the Target Fund's
        Articles of Incorporation and By-Laws and the requirements of the NYSE;
        each Fund shall have delivered certified copies of the resolutions
        evidencing such approvals to the other Fund; and the Acquiring Fund
        shall have given [Bankers Trust Company] or its successor, and the
        Depository Trust Company or its successor, at least five business days
        notice of such approval.

             7.2 On the Closing Date no action, suit or other proceeding shall
        be pending before any court or governmental agency in which it is sought
        to restrain or prohibit, or obtain damages or other relief in connection
        with, this Agreement or the transactions contemplated herein.

             7.3 All consents of other parties and all consents, orders and
        permits of federal, state and local regulatory authorities (including
        those of the SEC and of state Blue Sky or securities authorities,
        including "no-action" positions of such federal or state authorities)
        deemed necessary by the Acquiring Fund or the Target Fund to permit
        consummation, in all material respects, of the transactions contemplated
        hereby shall have been obtained, except where failure to obtain any such
        consent, order or permit would not involve a risk of a materially
        adverse effect on the assets or properties of the Acquiring Fund or the
        Target Fund, provided that either party hereto may waive any part of
        this condition as to itself.

             7.4 The Funds shall have received an opinion of Vedder, Price,
        Kaufman & Kammholz satisfactory to the Funds and based upon such
        reasonably requested representations and warranties as requested by
        counsel, substantially to the effect that, for federal income tax
        purposes:

                7.4.1 The acquisition by the Acquiring Fund of all or
           substantially all the assets of the Target Fund in exchange solely
           for Acquiring Fund Shares and the assumption by the Acquiring Fund of
           the Target Fund's

                           33


           liabilities, if any, followed by the distribution by the Target Fund
           of the Acquiring Fund Shares to the shareholders of the Target Fund
           in exchange for their Target Fund shares in complete liquidation of
           the Target Fund, will constitute a "reorganization" within the
           meaning of Section 368(a)(1) of the Internal Revenue Code, and the
           Acquiring Fund and the Target Fund each will be "a party to a
           reorganization" within the meaning of Section 368(b) of the Internal
           Revenue Code;

                7.4.2 The Target Fund's shareholders will recognize no gain or
           loss upon the exchange of all of their Target Fund shares for
           Acquiring Fund Shares in complete liquidation of the Target Fund,
           except with respect to cash received for a fractional Acquiring Fund
           Common Share, if any;

                7.4.3 No gain or loss will be recognized by the Target Fund upon
           the transfer of substantially all its assets to the Acquiring Fund in
           exchange solely for Acquiring Fund Shares and the assumption by the
           Acquiring Fund of the Target Fund's liabilities, if any, and with
           respect to the subsequent distribution of those Acquiring Fund Shares
           to the Target Fund shareholders in complete liquidation of the Target
           Fund;

                7.4.4 No gain or loss will be recognized by the Acquiring Fund
           upon the acquisition of substantially all the Target Fund's assets in
           exchange solely for Acquiring Fund Shares and the assumption of the
           Target Fund's liabilities, if any;

                7.4.5 The basis of the assets Target by the Acquiring Fund will
           be, in each instance, the same as the basis of those assets when held
           by the Target Fund immediately before the transfer, and the holding
           period of such assets Target by the Acquiring Fund will include the
           holding period thereof when held by the Target Fund;

                7.4.6 The basis of the Acquiring Fund Shares to be received by
           the Target Fund's shareholders upon liquidation of the Target Fund
           will be, in each instance, the same as the basis of the Target Fund
           shares surrendered in exchange therefor, decreased by any cash
           received and increased by the amount of gain recognized on the
           exchange; and

                7.4.7 The holding period of the Acquiring Fund Shares to be
           received by the Target Fund's shareholders will include the period
           during which the Target Fund shares to be surrendered in exchange
           therefor were held, provided such Target Fund shares were held as
           capital assets by those shareholders on the date of the exchange.

             7.5 The Target Fund shall have obtained written confirmation from
        both Moody's Investors Service, Inc. and Standard & Poor's Corporation
        that consummation of the transactions contemplated by this Agreement
        will not impair the "aaa" and AAA ratings, respectively, assigned by
        such rating agencies to the existing shares of Target Fund
        MuniPreferred, Series           .

          8. Entire Agreement; Survival of Warranties

             8.1 This Agreement constitutes the entire agreement between the
        Funds.

             8.2 The representations, warranties and covenants contained in this
        Agreement or in any document delivered pursuant hereto or in connection
        herewith shall survive the consummation of the transactions contemplated
        hereby.

          9. Termination

     This Agreement may be terminated at any time prior to the Effective Time,
     whether before or after approval of the shareholders of the Funds:

             9.1 By mutual agreement of the Funds;

             9.2 By either Fund, if a condition to the obligations of such Fund
        shall not have been met and it reasonably appears that it will not or
        cannot be met; or

             9.3 By either Fund, if the Closing shall not have occurred on or
        before                , 200          ;

        In the event of any such termination, there shall be no liability for
        damages on the part of either Fund (other than the liability of the
        Funds to pay expenses pursuant to paragraph 5.8) or any Director,
        Trustee or officer of any Fund.

          10. Amendment

     This Agreement may be amended, modified or supplemented only in writing by
     the parties; provided, however, that following the shareholders' meetings
     called by the Funds pursuant to paragraph 5.2, no such amendment may have
     the effect of changing the provisions for determining the number of
     Acquiring Fund Common Shares or shares of Acquiring Fund MuniPreferred to
     be distributed to the Target Fund's shareholders under this Agreement
     without their further approval and the further approval of the Funds'
     Boards of Directors or Trustees (including the determination required by
                           34


     Rule 17a-8(a) under the Investment Company Act), and provided further that
     nothing contained in this paragraph 11 shall be construed as requiring
     additional approval to amend this Agreement to change the Closing Date or
     the Effective Time.

          11. Notices

     Any notice, report, demand or other communication required or permitted by
     any provision of this Agreement shall be in writing and shall be given by
     hand delivery, prepaid certified mail or overnight delivery service
     addressed to Nuveen Investments, Inc., 333 West Wacker Drive, Chicago,
     Illinois 60606, Attention:           .

          12. Headings; Counterparts; Governing Law; Assignment

             12.1 The paragraph headings contained in this Agreement are for
        reference purposes only and shall not affect in any way the meaning or
        interpretation of this Agreement.

             12.2 This Agreement may be executed in any number of counterparts,
        each of which will be deemed an original.

             12.3 This Agreement shall be governed by and construed in
        accordance with the laws of the State of Illinois.

             12.4 This Agreement shall bind and inure to the benefit of the
        parties and their respective successors and assigns, and no assignment
        or transfer hereof or of any rights or obligations hereunder shall be
        made by either party without the written consent of the other party.
        Nothing herein expressed or implied is intended or shall be construed to
        confer upon or give any person, firm or corporation other than the
        parties and their respective successors and assigns any rights or
        remedies under or by reason of this Agreement.

             12.5 All persons dealing with the Acquiring Fund must look solely
        to the property of the Acquiring Fund for the enforcement of any claims
        against the Acquiring Fund as neither the Directors, officers, agents or
        shareholders of the Acquiring Fund assume any personal liability for
        obligations entered into on behalf of the Acquiring Fund.

             12.6 All persons dealing with the Target Fund must look solely to
        the property of the Target Fund for the enforcement of any claims
        against the Target Fund as neither the Trustees, officers, agents or
        shareholders of the Target Fund assume any personal liability for
        obligations entered into on behalf of the Target Fund.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
by the President or Vice President of each Fund.


                                                
[TARGET FUND]                                      ACQUIRING FUND

By: ----------------------------------             By: ----------------------------------


                           35


                           [NUVEEN INVESTMENTS LOGO]

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

       (800) 257-8787

       www.nuveen.com

                                                                        [      ]



    (NUVEEN LOGO)
        NUVEEN
           INVESTMENTS

Nuveen Investments o 333 West Wacker Dr. o Chicago
www.nuveen.com

Template for Closed-End Funds
Preferred Shares

                         3 EASY WAYS TO VOTE YOUR PROXY

1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and use the
   control number shown.

2. On the internet at www.proxyweb.com, enter the control number shown
   and follow the simple instructions.

3. Sign, Date and Return this proxy card using the enclosed postage-paid
   envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.



               ****    CONTROL NUMBER: 999 999 999 999 98    ****


              THIS PROXY IS SOLICITED BY THE BOARD OF [FUND NAME]
              FOR A ANNUAL MEETING OF SHAREHOLDERS, JULY 28, 2003.

The Annual Meeting of shareholders will be held Monday, July 28, 2003 at 10:30
a.m. Central Time, in the Sixth floor auditorium of The Northern Trust Company,
50 South LaSalle Street, Chicago, Illinois. At this meeting, you will be asked
to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwartfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution,
proxies for the undersigned, to represent and vote the shares of the
undersigned at the Special Meeting of shareholders to be held on July 28, 2003
or any adjournment or adjournments thereof.

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



                                            Date:
                                                 ---------------------------

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

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


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

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


                                                                      INNOVATION


                                                                                               


                                                    Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
                                                    PLEASE DO NOT USE FINE POINT PENS.


1. Election of Board Members:


(01) Timothy R. Schwertfeger            (07) Judith M. Stockdale                               FOR                      WITHHOLD
(02) William J. Schneider               (08) William E. Bennett                              NOMINEES                  AUTHORITY
(03) Robert P. Bremner                  (09) Jack B. Evans                                listed at left              to vote for
(04) Lawrence H. Brown                  (10) William L. Kissick                             (except as               all Nominees
(05) Anne E. Impellizzeri               (11) Thomas E. Leafstrand                           marked to               listed at left
(06) Peter R. Sawers                    (12) Shelia W. Wellington                         the contrary)

                                                                                              [ ]                          [ ]

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

--------------------------------------------------------------------------------
                                                                                              FOR           AGAINST      ABSTAIN
2. To approve a change to a fundamental Investment restriction with respect to                [ ]             [ ]          [ ]
   lending.

3. To approve a change to a fundamental Investment restriction with respect to                [ ]             [ ]          [ ]
   borrowing.

For Minnesota Corporations only:

4. To approve an Agreement and Plan of Reorganization and the transactions                    [ ]             [ ]          [ ]
   contemplated thereby.


                                                                                                              ASAF




    (NUVEEN LOGO)
        NUVEEN
           INVESTMENTS

Nuveen Investments o 333 West Wacker Dr. o Chicago
www.nuveen.com

Template for Closed-End Funds
Common Shares

                         3 EASY WAYS TO VOTE YOUR PROXY

1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and use the
   control number shown.

2. On the internet at www.proxyweb.com, enter the control number shown
   and follow the simple instructions.

3. Sign, Date and Return this proxy card using the enclosed postage-paid
   envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.



               ****    CONTROL NUMBER: 999 999 999 999 98    ****


              THIS PROXY IS SOLICITED BY THE BOARD OF [FUND NAME]
              FOR A ANNUAL MEETING OF SHAREHOLDERS, JULY 28, 2003.

The Annual Meeting of shareholders will be held Monday, July 28, 2003 at 10:30
a.m. Central Time, in the Sixth floor auditorium of The Northern Trust Company,
50 South LaSalle Street, Chicago, Illinois. At this meeting, you will be asked
to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwartfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution,
proxies for the undersigned, to represent and vote the shares of the
undersigned at the Special Meeting of shareholders to be held on July 28, 2003
or any adjournment or adjournments thereof.

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



                                            Date:
                                                 ---------------------------

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

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


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

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


                                                                      INNOVATION


                                                                                               


                                                    Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
                                                    PLEASE DO NOT USE FINE POINT PENS.


1. Election of Board Members:


(01) Robert P. Bremner                  (06) William E. Bennett                                FOR                      WITHHOLD
(02) Lawrence H. Brown                  (07) Jack B. Evans                                   NOMINEES                  AUTHORITY
(03) Anne E. Impellizzeri               (08) William L. Kissick                           listed at left              to vote for
(04) Peter R. Sawers                    (09) Thomas E. Leafstrand                           (except as               all Nominees
(05) Judith M. Stockdale                (10) Sheila W. Wellington                           marked to               listed at left
                                                                                          the contrary)

                                                                                              [ ]                          [ ]

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

--------------------------------------------------------------------------------
                                                                                              FOR           AGAINST      ABSTAIN
2. To approve a change to a fundamental Investment restriction with respect to                [ ]             [ ]          [ ]
   lending.

3. To approve a change to a fundamental Investment restriction with respect to                [ ]             [ ]          [ ]
   borrowing.

For Minnesota Corporations only:

4. To approve an Agreement and Plan of Reorganization and the transactions                    [ ]             [ ]          [ ]
   contemplated thereby.


                                                                                                             ASAF