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

                                  SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of  (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 Section 240.14A-11(c) or Section 240.14a-12
 
            NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)
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                (Name of Registrant as Specified In Its Charter)
 
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    (Name of Person(s) Filing Proxy Statement if other than the Registrant)
 
Payment of Filing Fee (check the appropriate box):
 
[X]  No fee required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     1) Title of each class of securities to which transaction applies:
 
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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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                                IMPORTANT NOTICE
                              TO FUND SHAREHOLDERS
                                 JULY 26, 2005
 
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.  Pursuant to an investment management agreement between your Fund and Nuveen
    Asset Management ("NAM"), NAM has served as your Fund's investment adviser
    and has been responsible for the overall investment strategy of your Fund.
    NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen").
    Nuveen is a publicly traded company and, until recently, was a
    majority-owned subsidiary of The St. Paul Travelers Companies, Inc. ("St.
    Paul Travelers").
 
    As part of St. Paul Travelers' previously announced three-part program to
    sell its entire equity interest in Nuveen (the "Sale"), St. Paul Travelers
    sold 39.3 million shares of Nuveen through a secondary public offering on
    April 12, 2005. Nuveen also repurchased $600 million of its shares from St.
    Paul Travelers. The repurchase of these shares is being completed through
    two steps--a $200 million repurchase that closed on April 12, 2005, and a
    $400 million forward purchase (plus interest) that will settle later this
    year. Finally, St. Paul Travelers also entered into an agreement with two
    other parties to sell approximately 12 million common shares of Nuveen for
    settlement later this year. After completion of the Sale, Nuveen will emerge
    as a fully independent public company.
 
    Upon completion of the Sale, the investment management agreement between
    your Fund and NAM may be terminated. In order for NAM to continue to serve
    as investment adviser after the completion of the Sale, the shareholders of
    your Fund must approve a new investment management agreement. The enclosed
    Proxy Statement gives you additional information on the proposed new
    investment management agreement, as well as certain other matters. The Board
    of Directors/Trustees of each Fund (the "Board," and each Director or
    Trustee, a "Board Member"), including those Board Members who are not
    affiliated with NAM, unanimously recommend that you vote FOR the approval of
    the new investment management agreement for your Fund.
 
    Please refer to the Proxy Statement for a detailed explanation of the items
    you are being asked to vote on.
 
Q.  WHY IS A VOTE ON THE PROPOSED NEW INVESTMENT MANAGEMENT AGREEMENT REQUIRED?
 
A.  The completion of the Sale could be deemed to be an "assignment," as that
    term is defined in the Investment Company Act of 1940 ("1940 Act"), of the
    investment management agreement between each Fund and NAM. As required by
    the 1940 Act, under its terms, each investment management agreement would
    automatically terminate in the event of its assignment. As a result,
    shareholder approval of a new investment management agreement will permit
    NAM to continue to serve your Fund.

 
Q.  WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW INVESTMENT
    MANAGEMENT AGREEMENT?
 
A.  If the new investment management agreement is not approved, your Fund's
    Board will take such actions as it deems to be in the best interests of your
    Fund. This is discussed in more detail in the Proxy Statement.
 
Q.  HOW WILL THE SALE AFFECT ME AS A FUND SHAREHOLDER?
 
A.  Your investment in your Fund will not change as a result of the Sale. You
    will still own the same shares in the Fund, and the value of your investment
    will not change as a result of the Sale. The new investment management
    agreement, if approved by shareholders, will still be with NAM and the terms
    of the new investment management agreement are substantially identical to
    the terms of the original investment management agreement. In addition, the
    portfolio managers of your Fund will not change as a result of the new
    investment management agreement.
 
Q.  WILL THE INVESTMENT MANAGEMENT FEE RATES BE THE SAME UPON THE APPROVAL OF
    THE NEW INVESTMENT MANAGEMENT AGREEMENT?
 
A.  Yes, the investment management fee rates will remain the same.
 
Q.  HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE NEW
    INVESTMENT MANAGEMENT AGREEMENT?
 
A.  After careful consideration, the Board of your Fund [unanimously] recommends
    that you vote "FOR" the approval of the new investment management agreement.
 
Q.  WILL MY VOTE MAKE A DIFFERENCE?
 
A.  Your vote is needed to ensure that the proposal can be acted upon.
    Additionally, your immediate response will help save on the costs of any
    future solicitations for these shareholder votes. We encourage all
    shareholders to participate in the governance of their Fund.
 
Q.  WHO DO I CALL IF I HAVE QUESTIONS?
 
A.  If you need any assistance, or have any questions regarding the proposal or
    how to vote your shares, please call your financial advisor. Alternatively,
    you may call Nuveen at (800) 257-8787 weekdays from 8:00 a.m. to 6:00 p.m.
    Central time.
 
Q.  HOW DO I VOTE MY SHARES?
 
A.  You can vote your shares by completing and signing the enclosed proxy card,
    and mailing it in the enclosed postage-paid envelope. Alternatively, you may
    vote by telephone by calling the toll-free number on the proxy card or by
    computer by going to the Internet address provided on the proxy card and
    following the instructions, using your proxy card as a guide.

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

 

                                                           
NOTICE OF SPECIAL MEETING                                     333 West Wacker Drive
OF SHAREHOLDERS                                               Chicago, Illinois
JULY 26, 2005                                                 60606
                                                              (800) 257-8787

 
JUNE    , 2005
 
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN CALIFORNIA SELECT QUALITY INCOME MUNICIPAL FUND, INC. (NVC)
NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO)
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC)
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG)
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI)
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY)

 
NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII)
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ)
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQP)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)
 
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
 
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen Arizona Dividend
Advantage Municipal Fund 2, Nuveen Arizona Dividend Advantage Municipal Fund 3,
Nuveen California Dividend Advantage Municipal Fund, Nuveen California Dividend
Advantage Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund
3, Nuveen California Premium Income Municipal Fund, Nuveen Insured California
Dividend Advantage Municipal Fund, Nuveen Insured California Tax-Free Advantage
Municipal Fund, Nuveen Connecticut Dividend Advantage Municipal Fund, Nuveen
Connecticut Dividend Advantage Municipal Fund 2, Nuveen

 
Connecticut Dividend Advantage Municipal Fund 3, Nuveen Connecticut Premium
Income Municipal Fund, Nuveen Florida Investment Quality Municipal Fund, Nuveen
Florida Quality Income Municipal Fund, Nuveen Insured Florida Premium Income
Municipal Fund, Nuveen Insured Florida Tax-Free Advantage Municipal Fund, Nuveen
Georgia Dividend Advantage Municipal Fund, Nuveen Georgia Dividend Advantage
Municipal Fund 2, Nuveen Georgia Premium Income Municipal Fund, Nuveen
Massachusetts Dividend Advantage Municipal Fund, Nuveen Massachusetts Premium
Income Municipal Fund, Nuveen Insured Massachusetts Tax-Free Advantage Municipal
Fund, Nuveen Maryland Dividend Advantage Municipal Fund, Nuveen Maryland
Dividend Advantage Municipal Fund 2, Nuveen Maryland Dividend Advantage
Municipal Fund 3, Nuveen Maryland Premium Income Municipal Fund, Nuveen Michigan
Dividend Advantage Municipal Fund, Nuveen Missouri Premium Income Municipal
Fund, Nuveen New Jersey Dividend Advantage Municipal Fund, Nuveen New Jersey
Dividend Advantage Municipal Fund 2, Nuveen New York Dividend Advantage
Municipal Fund, Nuveen New York Dividend Advantage Municipal Fund 2, Nuveen
Insured New York Dividend Advantage Municipal Fund, Nuveen Insured New York
Tax-Free Advantage Municipal Fund, Nuveen North Carolina Dividend Advantage
Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund 2,
Nuveen North Carolina Dividend Advantage Municipal Fund 3, Nuveen North Carolina
Premium Income Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund,
Nuveen Ohio Dividend Advantage Municipal Fund 2, Nuveen Ohio Dividend Advantage
Municipal Fund 3, Nuveen Pennsylvania Dividend Advantage Municipal Fund, Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2, Nuveen Pennsylvania Premium
Income Municipal Fund 2, Nuveen Texas Quality Income Municipal Fund, Nuveen
Virginia Premium Income Municipal Fund, Nuveen Virginia Dividend Advantage
Municipal Fund, and Nuveen Virginia Dividend Advantage Municipal Fund 2, each a
Massachusetts business trust, and Nuveen Arizona Premium Income Municipal Fund,
Inc., Nuveen California Investment Quality Municipal Fund, Inc., Nuveen
California Municipal Market Opportunity Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen California Performance Plus Municipal Fund, Inc.,
Nuveen California Quality Income Municipal Fund, Inc., Nuveen California Select
Quality Income Municipal Fund, Inc., Nuveen Insured California Premium Income
Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund 2,
Inc., Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen Michigan
Quality Income Municipal Fund, Inc., Nuveen New Jersey Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen New York Municipal Value Fund, Inc., Nuveen New York Performance Plus
Municipal Fund, Inc., Nuveen New York Quality Income Municipal Fund, Inc.,
Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Insured New York
Premium Income Municipal Fund, Inc., Nuveen Ohio Quality Income Municipal Fund,
Inc., Nuveen Pennsylvania Investment Quality Municipal Fund, Inc., each a
Minnesota corporation, (individually, a "Fund" and collectively, the "Funds")
will be held (along with the meeting of shareholders of several other Nuveen
funds) in the Assembly Room of The Northern Trust Company, 50 South LaSalle
Street, Chicago, Illinois 60675, on Tuesday, July 26, 2005, 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 Meeting:
 
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
 
1. To approve a new investment management agreement between each Fund and Nuveen
   Asset Management ("NAM"), each Fund's investment adviser.
 
2. To transact such other business as may properly come before the Meeting.

 
Shareholders of record at the close of business on May 31, 2005 are entitled to
notice of and to vote at the Meeting.
 
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID
DELAY AND ADDITIONAL EXPENSE, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED,
PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO
VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE
CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND FOLLOW THE RECORDED
INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO
THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW THE INSTRUCTIONS,
USING YOUR PROXY CARD AS A GUIDE.
 
Jessica R. Droeger
Vice President and Secretary

 

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

 
JUNE    , 2005
 
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKR)
NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NXE)
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN CALIFORNIA SELECT QUALITY INCOME MUNICIPAL FUND, INC. (NVC)
NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NGK)
NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NGO)
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC)
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX)
NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NKG)
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG)
NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB)
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT)
NUVEEN INSURED MASSACHUSETTS TAX-FREE ADVANTAGE MUNICIPAL FUND (NGX)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR)
NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NWI)
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY)
NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW)
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP)
 
                           1

 
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM)
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN INSURED NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NKO)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND (NRK)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO)
NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NII)
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ)
NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NVJ)
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQP)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX)
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB)
NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB)
 
GENERAL INFORMATION
 
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors/Trustees (each a "Board" and collectively, the "Boards,"
and each Director or Trustee a "Board Member" and collectively, the "Board
Members") of Nuveen Arizona Dividend Advantage Municipal Fund ("Arizona Dividend
Advantage"), Nuveen Arizona Dividend Advantage Municipal Fund 2 ("Arizona
Dividend Advantage 2"), Nuveen Arizona Dividend Advantage Municipal Fund 3
("Arizona Dividend Advantage 3"), Nuveen California Dividend Advantage Municipal
Fund ("California Dividend Advantage"), Nuveen California Dividend Advantage
Municipal Fund 2 ("California Dividend Advantage 2"), Nuveen California Dividend
Advantage Municipal Fund 3 ("California Dividend Advantage 3"), Nuveen
California Premium Income Municipal Fund ("California Premium Income"), Nuveen
Insured California
                           2

 
Dividend Advantage Municipal Fund ("Insured California Dividend Advantage"),
Nuveen Insured California Tax-Free Advantage Municipal Fund ("Insured California
Tax-Free Advantage"), Nuveen Connecticut Dividend Advantage Municipal Fund
("Connecticut Dividend Advantage"), Nuveen Connecticut Dividend Advantage
Municipal Fund 2 ("Connecticut Dividend Advantage 2"), Nuveen Connecticut
Dividend Advantage Municipal Fund 3 ("Connecticut Dividend Advantage 3"), Nuveen
Connecticut Premium Income Municipal Fund ("Connecticut Premium Income"), Nuveen
Florida Investment Quality Municipal Fund ("Florida Investment Quality"), Nuveen
Florida Quality Income Municipal Fund ("Florida Quality"), Nuveen Insured
Florida Premium Income Municipal Fund ("Insured Florida Premium Income"), Nuveen
Insured Florida Tax-Free Advantage Municipal Fund ("Insured Florida Tax-Free
Advantage"), Nuveen Georgia Dividend Advantage Municipal Fund ("Georgia Dividend
Advantage"), Nuveen Georgia Dividend Advantage Municipal Fund 2 ("Georgia
Dividend Advantage 2"), Nuveen Georgia Premium Income Municipal Fund ("Georgia
Premium Income"), Nuveen Massachusetts Dividend Advantage Municipal Fund
("Massachusetts Dividend Advantage"), Nuveen Massachusetts Premium Income
Municipal Fund ("Massachusetts Premium Income"), Nuveen Insured Massachusetts
Tax-Free Advantage Municipal Fund ("Insured Massachusetts Tax-Free Advantaged"),
Nuveen Maryland Dividend Advantage Municipal Fund ("Maryland Dividend
Advantage"), Nuveen Maryland Dividend Advantage Municipal Fund 2 ("Maryland
Dividend Advantage 2"), Nuveen Maryland Dividend Advantage Municipal Fund 3
("Maryland Dividend Advantage 3"), Nuveen Maryland Premium Income Municipal Fund
("Maryland Premium Income"), Nuveen Michigan Dividend Advantage Municipal Fund
("Michigan Dividend Advantage"), Nuveen Missouri Premium Income Municipal Fund
("Missouri Premium Income"), Nuveen New Jersey Dividend Advantage Municipal Fund
("New Jersey Dividend Advantage"), Nuveen New Jersey Dividend Advantage
Municipal Fund 2 ("New Jersey Dividend Advantage 2"), Nuveen New York Dividend
Advantage Municipal Fund ("New York Dividend Advantage"), Nuveen New York
Dividend Advantage Municipal Fund 2 ("New York Dividend Advantage 2"), Nuveen
Insured New York Dividend Advantage Municipal Fund ("Insured New York Dividend
Advantage"), Nuveen Insured New York Tax-Free Advantage Municipal Fund ("Insured
New York Tax-Free Advantage"), Nuveen North Carolina Dividend Advantage
Municipal Fund ("North Carolina Dividend Advantage"), Nuveen North Carolina
Dividend Advantage Municipal Fund 2 ("North Carolina Dividend Advantage 2"),
Nuveen North Carolina Dividend Advantage Municipal Fund 3 ("North Carolina
Dividend Advantage 3"), Nuveen North Carolina Premium Income Municipal Fund
("North Carolina Premium Income"), Nuveen Ohio Dividend Advantage Municipal Fund
("Ohio Dividend Advantage"), Nuveen Ohio Dividend Advantage Municipal Fund 2
("Ohio Dividend Advantage 2"), Nuveen Ohio Dividend Advantage Municipal Fund 3
("Ohio Dividend Advantage 3"), Nuveen Pennsylvania Dividend Advantage Municipal
Fund ("Pennsylvania Dividend Advantage"), Nuveen Pennsylvania Dividend Advantage
Municipal Fund 2 ("Pennsylvania Dividend Advantage 2"), Nuveen Pennsylvania
Premium Income Municipal Fund 2 ("Pennsylvania Premium Income 2"), Nuveen Texas
Quality Income Municipal Fund ("Texas Quality Income"), Nuveen Virginia Premium
Income Municipal Fund ("Virginia Premium Income"), Nuveen Virginia Dividend
Advantage Municipal Fund ("Virginia Dividend Advantage"), and Nuveen Virginia
Dividend Advantage Municipal Fund 2 ("Virginia Dividend Advantage 2"), each a
Massachusetts business trust, and Nuveen Arizona Premium Income Municipal Fund,
Inc. ("Arizona Premium Income"), Nuveen California Investment Quality Municipal
Fund, Inc. ("California Investment Quality"), Nuveen California Municipal Market
Opportunity Fund, Inc. ("California Market Opportunity"), Nuveen California
Municipal Value Fund, Inc. ("California Value Fund"), Nuveen California
Performance Plus Municipal
 
                           3

 
Fund, Inc. ("California Performance Plus"), Nuveen California Quality Income
Municipal Fund, Inc. ("California Investment Quality"), Nuveen California Select
Quality Income Municipal Fund, Inc. ("California Select Quality"), Nuveen
Insured California Premium Income Municipal Fund, Inc. ("Insured California
Premium Income"), Nuveen Insured California Premium Income Municipal Fund 2,
Inc. ("Insured California Premium Income 2"), Nuveen Michigan Premium Income
Municipal Fund, Inc. ("Michigan Premium Income"), Nuveen Michigan Quality Income
Municipal Fund, Inc. ("Michigan Quality Income"), Nuveen New Jersey Investment
Quality Municipal Fund, Inc. ("New Jersey Investment Quality"), Nuveen New York
Investment Quality Municipal Fund, Inc. ("New York Investment Quality"), Nuveen
New York Municipal Value Fund, Inc. ("New York Municipal Value"), Nuveen New
York Performance Plus Municipal Fund, Inc. ("New York Performance Plus"), Nuveen
New York Quality Income Municipal Fund, Inc. ("New York Quality Income"), Nuveen
New York Select Quality Municipal Fund, Inc. ("New York Select Quality"), Nuveen
Insured New York Premium Income Municipal Fund, Inc. ("Insured New York Premium
Income"), Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio Quality
Income"), Nuveen Pennsylvania Investment Quality Municipal Fund, Inc.
("Pennsylvania Investment Quality"), each a Minnesota corporation,
(individually, a "Fund" and collectively, the "Funds") of proxies to be voted at
a Special Meeting of Shareholders to be held (along with the meeting of
shareholders of several other Nuveen funds) in the Assembly Room of The Northern
Trust Company, 50 South LaSalle Street, Chicago, Illinois 60675, on Tuesday,
July 26, 2005, at 10:30 a.m., Chicago time, (for each Fund, a "Meeting" and
collectively, the "Meetings"), and at any and all adjournments thereof.
 
On the matters coming before each Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR
approval of the new investment management agreement, 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 Meeting and voting in person.
 
This Joint Proxy Statement is first being mailed to shareholders on or about
June   , 2005.
 
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each 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:
 


-------------------------------------------------------------------------------------
MATTER                                            COMMON SHARES   PREFERRED SHARES(1)
-------------------------------------------------------------------------------------
                                                            
1. To approve a new investment management               X                 X
   agreement for each Fund
-------------------------------------------------------------------------------------

 
(1) Municipal Auction Rate Cumulative Preferred Shares ("MuniPreferred") are
    referred to as "Preferred Shares."
 
A quorum of shareholders is required to take action at each Meeting. A majority
of the shares entitled to vote at each Meeting, represented in person or by
proxy, will constitute a quorum of shareholders at that Meeting. Votes cast by
proxy or in person at each Meeting will be tabulated by the inspectors of
election appointed for that Meeting. The inspectors of election will determine
whether or not a quorum is present at the Meeting. The inspectors of election
will treat abstentions and "broker non-votes" (i.e., shares held by brokers or
 
                           4

 
nominees, typically in "street name," as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) as present for purposes of determining a quorum.
 
For purposes of determining the approval of the new investment management
agreement, abstentions and broker non-votes will be treated as shares voted
against the proposal. The details of the proposal to be voted on by the
shareholders of each Fund and the vote required for approval of the proposal are
set forth under the description of the proposal below.
 
Preferred Shares held in "street name" as to which voting instructions have not
been received from the beneficial owners or persons entitled to vote as of one
business day before the 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 the proposal in the same proportion as the votes cast by
all Preferred shareholders as a class who have voted on the proposal or in the
same proportion as the votes cast by all Preferred shareholders of the Fund who
have voted on that item. Rule 452 permits proportionate voting of Preferred
Shares with respect to a particular item if, among other things, (i) a minimum
of 30% of the Preferred Shares or shares of a series of Preferred Shares
outstanding has been voted by the holders of such shares with respect to such
item and (ii) less than 10% of the Preferred Shares or shares of a series of
Preferred Shares outstanding has been voted by the holders of such shares
against such item. For the purpose of meeting the 30% test, abstentions will be
treated as shares "voted" and for the purpose of meeting the 10% test,
abstentions will not be treated as shares "voted" against the item.
 
                           5

 
Those persons who were shareholders of record at the close of business on May
31, 2005 will be entitled to one vote for each share held. As of May 31, 2005,
the shares of the Funds were issued and outstanding as follows:
 


----------------------------------------------------------------------------------------------
    FUND                        TICKER SYMBOL*       COMMON SHARES       PREFERRED SHARES
----------------------------------------------------------------------------------------------
                                                                         
    Arizona Dividend Advantaged   NFZ                  [        ]        Series T      480
----------------------------------------------------------------------------------------------
    Arizona Dividend Advantage    NKR                  [        ]        Series W      740
    2
----------------------------------------------------------------------------------------------
    Arizona Dividend Advantage    NXE                  [        ]        Series M      880
    3
----------------------------------------------------------------------------------------------
    Arizona Premium Income        NAZ                  [        ]        Series TH   1,200
----------------------------------------------------------------------------------------------
    California Dividend           NAC                  [        ]        Series TH   3,500
    Advantage
                                                                         Series F    3,500
----------------------------------------------------------------------------------------------
    California Dividend           NVX                  [        ]        Series M    2,200
    Advantage 2
                                                                         Series F    2,200
----------------------------------------------------------------------------------------------
    California Dividend           NZH                  [        ]        Series M    3,740
    Advantage 3
                                                                         Series TH   3,740
----------------------------------------------------------------------------------------------
    California Investment         NQC                  [        ]        Series M    3,600
    Quality
                                                                         Series W      880
----------------------------------------------------------------------------------------------
    California Municipal Market   NCO                  [        ]        Series W    2,200
    Opportunity
                                                                         Series F      520
----------------------------------------------------------------------------------------------
    California Municipal Value    NCA                  [        ]        N/A
----------------------------------------------------------------------------------------------
    California Performance Plus   NCP                  [        ]        Series T    1,800
                                                                         Series W      640
                                                                         Series F    1,800
----------------------------------------------------------------------------------------------
    California Premium Income     NCU                  [        ]        Series M    1,720
----------------------------------------------------------------------------------------------
    California Quality Income     NUC                  [        ]        Series M    1,400
                                                                         Series W    3,000
                                                                         Series F    3,000
----------------------------------------------------------------------------------------------
    California Select Quality     NVC                  [        ]        Series T    2,400
                                                                         Series W    1,680
                                                                         Series TH   3,600
----------------------------------------------------------------------------------------------
    Insured California Dividend   NKL                  [        ]        Series T    2,360
    Advantage
                                                                         Series F    2,360
----------------------------------------------------------------------------------------------
    Insured California Premium    NPC                  [        ]        Series T    1,800
    Income
----------------------------------------------------------------------------------------------
    Insured California Premium    NCL                  [        ]        Series T    1,900
    Income
                                                                         Series TH   1,900
----------------------------------------------------------------------------------------------
    Insured California Tax-Free   NKX                  [        ]        Series TH   1,800
    Advantage
----------------------------------------------------------------------------------------------
    Connecticut Dividend          NFC                  [        ]        Series T      780
    Advantage
----------------------------------------------------------------------------------------------
    Connecticut Dividend          NGK                  [        ]        Series W      700
    Advantage 2
----------------------------------------------------------------------------------------------
    Connecticut Dividend          NGO                  [        ]        Series F    1,280
    Advantage 3
----------------------------------------------------------------------------------------------
    Connecticut Premium Income    NTC                  [        ]        Series TH   1,532
----------------------------------------------------------------------------------------------

 
                           6

 


----------------------------------------------------------------------------------------------
    FUND                        TICKER SYMBOL*       COMMON SHARES       PREFERRED SHARES
----------------------------------------------------------------------------------------------
                                                                         
    Florida Investment Quality    NQF                  [        ]        Series T    3,080
                                                                         Series F    2,200
----------------------------------------------------------------------------------------------
    Florida Quality Income        NUF                  [        ]        Series M    1,700
                                                                         Series TH   1,700
                                                                         Series F    1,280
----------------------------------------------------------------------------------------------
    Insured Florida Premium       NFL                  [        ]        Series W    1,640
    Income
                                                                         Series TH   2,800
----------------------------------------------------------------------------------------------
    Insured Florida Tax-Free      NWF                  [        ]        Series W    2,200
    Advantage
----------------------------------------------------------------------------------------------
    Georgia Dividend Advantage    NZX                  [        ]        Series M      600
----------------------------------------------------------------------------------------------
    Georgia Dividend Advantage    NKG                  [        ]        Series F    1,320
    2
----------------------------------------------------------------------------------------------
    Georgia Premium Income        NPG                  [        ]        Series TH   1,112
----------------------------------------------------------------------------------------------
    Massachusetts Dividend        NMB                  [        ]        Series T      600
    Advantage
----------------------------------------------------------------------------------------------
    Massachusetts Premium         NMT                  [        ]        Series TH   1,360
    Income
----------------------------------------------------------------------------------------------
    Insured Massachusetts         NGX                  [        ]        Series W      820
    Tax-Free Advantage
----------------------------------------------------------------------------------------------
    Maryland Dividend Advantage   NFM                  [        ]        Series M    1,280
----------------------------------------------------------------------------------------------
    Maryland Dividend Advantage   NZR                  [        ]        Series F    1,280
    2
----------------------------------------------------------------------------------------------
    Maryland Dividend Advantage   NWI                  [        ]        Series T    1,560
    3
----------------------------------------------------------------------------------------------
    Maryland Premium Income       NMY                  [        ]        Series W    1,404
                                                                         Series TH   1,760
----------------------------------------------------------------------------------------------
    Michigan Dividend Advantage   NZW                  [        ]        Series W      640
----------------------------------------------------------------------------------------------
    Michigan Premium Income       NMP                  [        ]        Series M      840
                                                                         Series TH   1,400
----------------------------------------------------------------------------------------------
    Michigan Quality Income       NUM                  [        ]        Series TH   3,200
                                                                         Series F      560
----------------------------------------------------------------------------------------------
    Missouri Premium Income       NOM                  [        ]        Series TH     640
----------------------------------------------------------------------------------------------
    New Jersey Dividend           NXJ                  [        ]        Series T    1,920
    Advantage
----------------------------------------------------------------------------------------------
    New Jersey Dividend           NUJ                  [        ]        Series W    1,380
    Advantage 2
----------------------------------------------------------------------------------------------
    New Jersey Investment         NQJ                  [        ]        Series M    3,200
    Quality
                                                                         Series TH   2,000
                                                                         Series F    1,280
----------------------------------------------------------------------------------------------
    New Jersey Premium Income     NNJ                  [        ]        Series T      624
                                                                         Series W    1,440
                                                                         Series TH   1,600
----------------------------------------------------------------------------------------------
    New York Dividend Advantage   NAN                  [        ]        Series F    2,760
----------------------------------------------------------------------------------------------
    New York Dividend Advantage   NXK                  [        ]        Series W    1,880
    2
----------------------------------------------------------------------------------------------
    New York Investment Quality   NQN                  [        ]        Series M      960
                                                                         Series T    2,400
                                                                         Series F    2,400
----------------------------------------------------------------------------------------------
    New York Municipal Value      NNY                  [        ]        N/A
----------------------------------------------------------------------------------------------

 
                           7

 


----------------------------------------------------------------------------------------------
    FUND                        TICKER SYMBOL*       COMMON SHARES       PREFERRED SHARES
----------------------------------------------------------------------------------------------
                                                                         
    New York Performance Plus     NNP                  [        ]        Series M    1,600
                                                                         Series T      800
                                                                         Series W    2,000
                                                                         Series F      572
----------------------------------------------------------------------------------------------
    New York Quality Income       NUN                  [        ]        Series M    2,200
                                                                         Series W    2,200
                                                                         Series TH   2,400
                                                                         Series F    1,080
----------------------------------------------------------------------------------------------
    New York Select Quality       NVN                  [        ]        Series T    1,720
                                                                         Series W    2,400
                                                                         Series TH   3,600
----------------------------------------------------------------------------------------------
    Insured New York Dividend     NKO                  [        ]        Series TH   2,440
    Advantag
----------------------------------------------------------------------------------------------
    Insured New York Premium      NNF                  [        ]        Series M    1,320
    Income
                                                                         Series T    1,280
----------------------------------------------------------------------------------------------
    Insured New York Tax-Free     NRK                  [        ]        Series TH   1,080
    Advantage
----------------------------------------------------------------------------------------------
    North Carolina Dividend       NRB                  [        ]        Series T      680
    Advantage
----------------------------------------------------------------------------------------------
    North Carolina Dividend       NNO                  [        ]        Series F    1,120
    Advantage 2
----------------------------------------------------------------------------------------------
    North Carolina Dividend       NII                  [        ]        Series W    1,120
    Advantage 3
----------------------------------------------------------------------------------------------
    North Carolina Premium        NNC                  [        ]        Series TH   1,872
    Income
----------------------------------------------------------------------------------------------
    Ohio Dividend Advantage       NXI                  [        ]        Series W    1,240
----------------------------------------------------------------------------------------------
    Ohio Dividend Advantage 2     NBJ                  [        ]        Series F      960
----------------------------------------------------------------------------------------------
    Ohio Dividend Advantage 3     NVJ                  [        ]        Series T      660
----------------------------------------------------------------------------------------------
    Ohio Quality Income           NUO                  [        ]        Series M      680
                                                                         Series TH   1,400
                                                                         Series TH2  1,000
----------------------------------------------------------------------------------------------
    Pennsylvania Dividend         NXM                  [        ]        Series T    1,000
    Advantage
----------------------------------------------------------------------------------------------
    Pennsylvania Dividend         NVY                  [        ]        Series M    1,140
    Advantage 2
----------------------------------------------------------------------------------------------
    Pennsylvania Investment       NQP                  [        ]        Series T      880
    Quality
                                                                         Series W    2,400
                                                                         Series TH   2,000
----------------------------------------------------------------------------------------------
    Pennsylvania Premium Income   NPY                  [        ]        Series M      844
    2
                                                                         Series TH   2,080
                                                                         Series F    1,800
----------------------------------------------------------------------------------------------

 
                           8

 


----------------------------------------------------------------------------------------------
    FUND                        TICKER SYMBOL*       COMMON SHARES       PREFERRED SHARES
----------------------------------------------------------------------------------------------
                                                                         
    Texas Quality Income          NTX                  [        ]        Series M      760
                                                                         Series TH   2,000
----------------------------------------------------------------------------------------------
    Virginia Premium Income       NPV                  [        ]        Series T      832
                                                                         Series TH   1,720
----------------------------------------------------------------------------------------------
    Virginia Dividend Advantage   NGB                  [        ]        Series W      960
----------------------------------------------------------------------------------------------
    Virginia Dividend Advantage   NNB                  [        ]        Series M    1,680
    2
----------------------------------------------------------------------------------------------

 
* The common shares of all of the Funds are listed on the New York Stock
  Exchange, except NFZ, NKR, NXE, NCU, NVX, NZH, NKL, NKO, NKX, NFC, NGK, NGO,
  NWF, NZX, NKG, NPG, NFM, NZR, NWI, NGX, NMB, NZW, NOM, NXJ, NXK, NUJ, NRB,
  NRK, NNO, NII, NXI, NBJ, NVJ, NXM, NVY, NGB and NNB, which are listed on the
  American Stock Exchange.
 
The number of shares of each Fund beneficially owned by each Board Member and by
the Board Members and officers of the Funds as a group as of [               ]
is set forth in Appendix A. On December 31, 2004, Board Members and executive
officers as a group beneficially owned 1,196,807 shares of all funds managed by
Nuveen Asset Management ("NAM" or the "Adviser") (includes shares held by Board
Members through the Deferred Compensation Plan for Independent Board Members and
by executive officers in Nuveen's 401(k)/profit sharing plan). Each Board
Member's individual beneficial shareholdings of each Fund constituted less than
1% of the outstanding shares of each Fund. As of May 31, 2005, the Board Members
and executive officers as a group beneficially owned less than 1% of the
outstanding Common Shares of each Fund. As of May 31, 2005, no shareholder
beneficially owned more than 5% of any class of shares of any Fund.
 
1.  APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENTS
 
BACKGROUND
 
Under an investment management agreement between the Adviser and each Fund
(each, an "Original Investment Management Agreement" and collectively, the
"Original Investment Management Agreements"), NAM has served as each Fund's
investment adviser and has been responsible for each Fund's overall investment
strategy and its implementation. The date of each Fund's Original Investment
Management Agreement and the date on which it was last approved by shareholders
and approved for continuance by the Board is provided in Appendix B. NAM is a
wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen"). Nuveen is a
publicly traded company and, until recently, was a majority-owned subsidiary of
The St. Paul Travelers Companies, Inc. ("St. Paul Travelers"), a publicly-traded
company that is principally engaged in providing property-liability insurance
through subsidiaries.
 
On March 25, 2005, Nuveen and St. Paul Travelers announced that St. Paul
Travelers planned to implement a three-part program to sell its equity interest
in Nuveen (the "Sale"). As part of St. Paul Travelers' previously announced
three-part divestiture program, St. Paul Travelers sold 39.3 million shares of
Nuveen's approximately 94 million outstanding common shares through a secondary
public offering on April 12, 2005. Nuveen also repurchased $600 million of its
common shares from St. Paul Travelers at a price of $32.98 per share, or
approximately 18.2 million shares. The repurchase of these shares is being
completed through two steps--a $200 million repurchase that closed on April 12,
2005, and a $400 million forward purchase (plus interest) that will settle later
this year. St. Paul Travelers also entered into an agreement with two other
parties to sell approximately 12 million common shares of Nuveen
 
                           9

 
for settlement later this year. Upon the closing of the secondary offering and
the initial repurchase by Nuveen as well as the closing for the forward sale
transactions later this year, Nuveen will emerge as a fully independent public
company.
 
Each Original Investment Management Agreement, as required by Section 15 of the
Investment Company Act of 1940, as amended (the "1940 Act"), provides for its
automatic termination in the event of its "assignment" (as defined in the 1940
Act). Any change in control of the Adviser is deemed to be an assignment. The
consummation of the Sale may be deemed a change in control of the Adviser and
therefore cause the automatic termination of each Original Investment Management
Agreement, as required by the 1940 Act.
 
In anticipation of the Sale, each Board met in person at a joint meeting of each
Fund's Board on May 10-12, 2005 for purposes of, among other things, considering
whether it would be in the best interests of each Fund and its shareholders to
approve a new investment management agreement between the Fund and NAM (each a
"New Investment Management Agreement" and collectively, the "New Investment
Management Agreements").
 
The 1940 Act requires that each New Investment Management Agreement be approved
by the Fund's shareholders in order for it to become effective. At the Board
meeting, and for the reasons discussed below (see "Board Considerations" below),
each Board, including a majority of the Board Members who are not parties to the
Original Investment Management Agreements, New Investment Management Agreements
or any subadvisory agreement entered into by the Adviser with respect to any
Fund or who are not "interested persons" of the Funds or the Adviser as defined
in the 1940 Act (the "Independent Board Members"), unanimously approved the New
Investment Management Agreement and unanimously recommended its approval by
shareholders in order to assure continuity of investment advisory services to
the Fund after the Sale. In the event shareholders of a Fund do not approve the
New Investment Management Agreement, the Board will take such action as it deems
to be in the best interests of the Fund and its shareholders. The form of the
New Investment Management Agreement is attached hereto as Appendix C.
 
COMPARISON OF ORIGINAL INVESTMENT MANAGEMENT AGREEMENT AND NEW INVESTMENT
MANAGEMENT AGREEMENT
 
The terms of each New Investment Management Agreement, including fees payable to
the Adviser by the Fund thereunder, are substantially identical to those of the
Original Investment Management Agreement, except for the date of effectiveness.
There is no change in the fee rate payable by each Fund to the Adviser. If
approved by shareholders of a Fund, the New Investment Management Agreement for
the Fund will expire on August 1, 2006, unless continued. Each New Investment
Management Agreement will continue in effect from year to year thereafter if
such continuance is approved for the Fund at least annually in the manner
required by the 1940 Act and the rules and regulations thereunder. Below is a
comparison of certain terms of the Original Investment Management Agreement to
the terms of the New Investment Management Agreement.
 
INVESTMENT MANAGEMENT SERVICES. The investment management services to be
provided by the Adviser to each Fund under the New Investment Management
Agreements will be identical to those services currently provided by the Adviser
to each Fund under the Original Investment Management Agreements. Both the
Original Investment Management Agreements and New Investment Management
Agreements provide that the Adviser shall manage
 
                           10

 
the investment and reinvestment of the Fund's assets in accordance with the
Fund's investment objective and policies and limitations and administer the
Fund's affairs to the extent requested by and subject to the supervision of the
Fund's Board. In addition, the investment management services will be provided
by the same Adviser personnel under the New Investment Management Agreements as
under the Original Investment Management Agreements. The Adviser does not
anticipate that the Sale will have any adverse effect on the performance of its
obligations under the New Investment Management Agreements.
 
FEES. Under each Original Investment Management Agreement and New Investment
Management Agreement, the Fund pays to the Adviser an investment management fee
that consists of two components--a fund-level component, based only on the
amount of assets within each individual Fund, and a complex-level component,
based on the aggregate managed assets (which includes assets attributable to all
types of leverage used in leveraged funds) of all Nuveen-branded closed-end and
open-end registered investment companies organized in the United States. The
investment management fee paid by each Fund equals the sum of the fund-level
component and complex-level component.
 
The fee schedules for the fund-level component and complex-level component to be
paid to the Adviser under the New Investment Management Agreements are identical
to the fund-level component and complex-level component paid to the Adviser
under the Original Investment Management Agreements. The annual fund-level
component for each Fund under the Original Investment Management Agreements and
the New Investment Management Agreements, the fees paid by each Fund to the
Adviser during each Fund's last fiscal year and the Fund's net assets as of May
1, 2005 are set forth in Appendix D to this Proxy Statement. The fee schedule
for the complex-level component is the same for each Fund under both the
Original Investment Management Agreements and New Investment Management
Agreements and is also set forth in Appendix D.
 
PAYMENT OF EXPENSES. Under each Original Investment Management Agreement and
each New Investment Management Agreement, the Adviser shall furnish office
facilities and equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Fund's transfer agent) for
the Fund.
 
LIMITATION ON LIABILITY. The Original Investment Management Agreements and New
Investment Management Agreements provide that the Adviser will not be liable for
any loss sustained by reason of the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon the
investigation and research made by any other individual, firm or corporation, if
such recommendation shall have been selected with due care and in good faith,
except loss resulting from willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties, or by
reason of its reckless disregard of its obligations and duties under the
Agreement.
 
CONTINUANCE. The Original Investment Management Agreement of each Fund
originally was in effect for an initial term and could be continued thereafter
for successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of a
Fund approve the New Investment Management Agreement for that Fund, the New
Investment Management Agreement will expire on August 1, 2006, unless continued.
The New Investment Management Agreement may be continued for successive one-year
periods if approved at least annually in the manner required by the 1940 Act.
 
                           11

 
TERMINATION. The Original Investment Management Agreement and New Investment
Management Agreement for each Fund provide that the Agreement may be terminated
at any time without the payment of any penalty by the Fund or Adviser on sixty
(60) days' written notice to the other party. A Fund may effect termination by
action of the Board or by vote of a majority of the outstanding voting
securities of the Fund, accompanied by appropriate notice.
 
BOARD CONSIDERATIONS
 
At a meeting held on May 10-12, 2005, the Board of each Fund, including the
Independent Board Members, unanimously approved the New Investment Management
Agreement between each Fund and NAM.
 
To assist the Board in its evaluation of an advisory contract with NAM, the
Independent Board Members received a report in adequate time in advance of their
meeting which outlined, among other things, the services provided by NAM; the
organization of NAM, including the responsibilities of various departments and
key personnel; the Fund's past performance as well as the Fund's performance
compared to funds of similar investment objectives compiled by an independent
third party (a "Peer Group") and if available, with recognized or, in certain
cases, customized benchmarks; the profitability of NAM and certain industry
profitability analyses for advisers to unaffiliated investment companies; the
expenses of NAM in providing the various services; the advisory fees of NAM,
including comparisons of such fees with the management fees of comparable funds
in its Peer Group as well as comparisons of NAM's management fees with the fees
NAM assesses to other types of investment products or accounts, if any; the soft
dollar practices of NAM; and the expenses of each Fund, including comparisons of
the Fund's expense ratios (after any fee waivers) with the expense ratios of its
Peer Group. This information supplements that received by the Board throughout
the year regarding Fund performance, expense ratios, portfolio composition,
trade execution and sales activity.
 
In addition to the foregoing materials, independent legal counsel to the
Independent Board Members provided, in advance of the meeting, a legal
memorandum outlining, among other things, the duties of the Board Members under
the 1940 Act as well as the general principles of relevant state law in
reviewing and approving advisory contracts; the requirements of the 1940 Act in
such matters; an adviser's fiduciary duty with respect to advisory agreements
and compensation; the standards used by courts in determining whether investment
company boards of directors have fulfilled their duties and factors to be
considered by the board in voting on advisory agreements.
 
At the Board meeting, NAM made a presentation to and responded to questions from
the Board. After the presentations and after reviewing the written materials,
the Independent Board Members met privately with their legal counsel to review
the Board's duties in reviewing advisory contracts and consider the renewal of
the advisory contract. It is with this background that the Board Members
considered each Investment Management Agreement with NAM. The Independent Board
Members, in consultation with independent counsel, reviewed the factors set out
in judicial decisions and Securities and Exchange Commission directives relating
to the renewal of advisory contracts. As outlined in more detail below, the
Board Members considered all factors they believed relevant with respect to each
Fund, including the following: (a) the nature, extent and quality of the
services to be provided by NAM; (b) the investment performance of the Fund and
NAM; (c) the costs of the services to
 
                           12

 
be provided and profits to be realized by NAM and its affiliates from the
relationship with the Fund; (d) the extent to which economies of scale would be
realized as the Fund grows; and (e) whether fee levels reflect these economies
of scale for the benefit of Fund investors.
 
A.  NATURE, EXTENT AND QUALITY OF SERVICES
 
In evaluating the nature, extent and quality of NAM's services, the Board
Members reviewed information concerning the types of services that NAM or its
affiliates provide and are expected to provide to the Nuveen Funds; narrative
and statistical information concerning the Fund's performance record and how
such performance compares to the Fund's Peer Group and, if available, recognized
benchmarks or, in certain cases, customized benchmarks (as described in further
detail in Section B below); information describing NAM's organization and its
various departments, the experience and responsibilities of key personnel, and
available resources. In the discussion of key personnel, the Board Members
received materials regarding the changes or additions in personnel of NAM. The
Board Members further noted the willingness of the personnel of NAM to engage in
open, candid discussions with the Board. The Board Members further considered
the quality of NAM's investment process in making portfolio management
decisions, including any refinements or improvements to the portfolio management
processes, enhancements to technology and systems that are available to
portfolio managers, and any additions of new personnel which may strengthen or
expand the research and investment capabilities of NAM. In their review, the
Board Members also noted that Nuveen won the Lipper Award for Best Fund Family:
Fixed Income-Large Asset Class, for 2004. Given the Board Members' experience
with the Funds, other Nuveen funds and NAM, the Board Members noted that they
were familiar with and continue to have a good understanding of the
organization, operations and personnel of NAM.
 
In addition to advisory services, the Independent Board Members considered the
quality of the administrative or non-advisory services provided. In this regard,
NAM provides the Fund with such administrative and other services (exclusive of,
and in addition to, any such services provided by others for the Funds) and
officers and other personnel as are necessary for the operations of the
respective Fund. In addition to investment management services, NAM and its
affiliates provide each Fund with a wide range of services, including: preparing
shareholder reports; providing daily accounting; providing quarterly financial
statements; overseeing and coordinating the activities of other service
providers; administering and organizing Board meetings and preparing the Board
materials for such meetings; providing legal support (such as helping to prepare
registration statements, amendments thereto and proxy statements and responding
to regulatory inquiries); and performing other Fund administrative tasks
necessary for the operation of the respective Fund (such as tax reporting and
fulfilling regulatory filing requirements). In addition, in evaluating the
administrative services, the Board Members considered, in particular, NAM's
policies and procedures for assuring compliance with applicable laws and
regulations in light of the new Securities and Exchange Commission regulations
governing compliance. The Board Members noted NAM's focus on compliance and its
compliance systems. In their review, the Board Members considered, among other
things, the additions of experienced personnel to NAM's compliance group and
modifications and other enhancements to NAM's computer systems. In addition to
the foregoing, the Board Members also noted that NAM outsources certain services
that cannot be replicated without significant costs or at the same level of
expertise.
 
                           13

 
Such outsourcing has been a beneficial and efficient use of resources by keeping
expenses low while obtaining quality services.
 
In addition to the above, in reviewing the variety of additional services that
NAM or its affiliates must provide to closed-end funds, such as the Funds, the
Independent Board Members determined that Nuveen's commitment to supporting the
secondary market for the common shares of its closed-end funds is particularly
noteworthy. In this regard, the Board Members noted Nuveen's efforts to sponsor
numerous forums for analysts and specialists regarding the various Nuveen
closed-end funds, its creation of a new senior position dedicated to providing
secondary market support services and enhancing communications with investors
and analysts, and its advertising and media relations efforts designed to raise
investor and analyst awareness of the closed-end funds.
 
With respect to services provided to municipal funds, such as the Funds, the
Board Members also noted, among other things, the enhancements NAM implemented
to its municipal portfolio management processes (e.g., the increased use of
benchmarks to guide and assess the performance of its portfolio managers); the
implementation of a risk management program; and the various initiatives being
undertaken to enhance or modify NAM's computer systems as necessary to support
the innovations of the municipal investment team (such as, the ability to assess
certain historical data in order to create customized benchmarks, perform
attribution analysis and facilitate the use of derivatives as hedging
instruments). With respect to certain of the Funds with a less seasoned
portfolio, the Board Members also noted the hedging program implemented for such
Funds and the team responsible for developing, implementing and monitoring the
hedging procedures. The hedging program was designed to help maintain the
applicable Fund's duration within certain benchmarks.
 
Based on their review, the Board Members found that, overall, the nature, extent
and quality of services provided (and expected to be provided) to the Funds
under the Investment Management Agreements were of a high level and were quite
satisfactory.
 
B.  THE INVESTMENT PERFORMANCE OF THE FUND AND ADVISER
 
As previously noted, the Board received a myriad of performance information
regarding each Fund and its Peer Group. Among other things, the Board received
materials reflecting a Fund's historic performance, the Fund's performance
compared to its Peer Group and, if available, its performance compared to
recognized and, in certain cases, customized benchmarks. Further in evaluating
the performance information, in certain limited instances, the Board Members
noted that the closest Peer Group for a Fund still would not adequately reflect
such Fund's investment objectives and strategies, thereby limiting the
usefulness of the comparisons of such Fund's performance with that of the Peer
Group.
 
For state municipal funds, such as the Funds, the performance data included,
among other things, the respective Fund's performance relative to its peers.
More specifically, a Fund's one-, three- and five-year total returns (as
available) for the periods ending December 31, 2004 were evaluated relative to
the unaffiliated funds in its respective Peer Group (including the returns of
individual peers as well as the Peer Group average) as well as additional
performance information with respect to all the funds in the Peer Group, subject
to the following. Certain state municipal Funds do not have a corresponding Peer
Group in which case their performance is measured against a state-specific
municipal index compiled by an independent third party. Such indices measure
bond performance rather than fund
 
                           14

 
performance. The Funds that utilize such indices are from Connecticut, Georgia,
Maryland, Missouri, North Carolina, Texas and Virginia. Based on their review,
the Board Members considered the respective Fund's absolute and relative
investment performance over time had been satisfactory.
 
C.  FEES, EXPENSES AND PROFITABILITY
 
FEES AND EXPENSES. In evaluating the management fees and expenses that a Fund is
expected to bear, the Board Members considered the Fund's current management fee
structure and the Fund's expected expense ratios in absolute terms as well as
compared with the fees and expense ratios of the unaffiliated funds in its Peer
Group. The Board Members reviewed the financial information of NAM, including
its respective revenues, expenses and profitability. In reviewing fees, the
Board Members, among other things, reviewed comparisons of the Fund's gross
management fees (fees after fund-level and complex-wide level breakpoints but
before reimbursement and fee waivers), net management fees (after breakpoints
and reimbursements and fee waivers) and total expense ratios (before and after
waivers) with those of the unaffiliated funds in the Peer Group and peer
averages. In this regard, the Board Members noted that the relative ranking of
the Nuveen Funds on fees and expenses was aided by the significant level of fee
reductions provided by the fund-level and complex-wide breakpoint schedules, and
the fee waivers and reimbursements provided by Nuveen for certain Funds launched
since 1999. The complex-wide breakpoint schedule was instituted in 2004 and is
described in further detail below in Section D entitled "Economies of Scale and
Whether Fee Levels Reflect these Economies of Scale." In their review of the fee
and expense information provided, including, in particular, the expense ratios
of the unaffiliated funds in the respective Peer Group, the Board Members
determined that each Fund's net total expense ratio was within an acceptable
range compared to such peers.
 
COMPARISONS WITH THE FEES OF OTHER CLIENTS. The Board Members further compared
the fees of NAM to the fees NAM assessed for other types of clients investing in
municipal funds (such as municipal managed accounts). With respect to such
separately managed accounts, the advisory fees for such accounts are generally
lower than those charged to the comparable Fund. The Board Members noted,
however, the additional services that are provided and the costs incurred by
Nuveen in managing and operating registered investment companies, such as the
Funds, compared to individually managed separate accounts. For instance, as
described above, NAM and its affiliates provide numerous services to the Funds
including, but not limited to, preparing shareholder reports; providing daily
accounting; preparing quarterly financial statements; overseeing and
coordinating the activities of other service providers; administering and
organizing Board meetings and preparing the Board materials for such meetings;
providing legal support; and administering all other aspects of the Fund's
operations. Further, the Board Members noted the increased compliance
requirements for funds in light of new Securities and Exchange Commission
regulations and other legislation. These services are generally not required to
the same extent, if at all, for separate accounts. In addition to the
differences in services, the Board Members also considered, among other things,
the differences in product distribution, investment policies, investor profiles
and account sizes. Accordingly, the Board Members believe that the nature and
number of services provided to operate a Fund merit the higher fees than those
to separate managed accounts.
 
                           15

 
PROFITABILITY OF ADVISER. In conjunction with its review of fees, the Board
Members also considered NAM's profitability. The Board Members reviewed NAM's
revenues, expenses and profitability margins (on both a pre-tax and after-tax
basis). In reviewing profitability, the Board Members recognized that one of the
most difficult issues in determining profitability is establishing a method of
allocating expenses. Accordingly, the Board Members reviewed NAM's assumptions
and methodology of allocating expenses. In this regard, the methods of
allocation used appeared reasonable but the Board noted the inherent limitations
in allocating costs among various advisory products. The Board Members also
recognized that individual fund or product line profitability of other advisers
is generally not publicly available. Further, profitability may be affected by
numerous factors including the types of funds managed, expense allocations,
business mix, etc. and therefore comparability of profitability is somewhat
limited. Nevertheless, to the extent available, the Board Members considered
NAM's profit margin compared to the profitability of various publicly-traded
investment management companies and/or investment management companies that
publicly disclose some or all of their financial results compiled by three
independent third-party service providers. The Board Members also reviewed the
revenues, expenses and profit margins of various unaffiliated advisory firms
with similar amounts of assets under management for the last year prepared by
NAM. Based on their review, the Board Members were satisfied that NAM's level of
profitability from its relationship with each Fund was reasonable in light of
the services provided.
 
In evaluating the reasonableness of the compensation, the Board Members also
considered any other revenues paid to NAM as well as any indirect benefits (such
as soft dollar arrangements, if any) NAM and its affiliates are expected to
receive that are directly attributable to their management of the Funds, if any.
See Section E below for additional information. Based on their review of the
overall fee arrangements of the applicable Fund, the Board Members determined
that the advisory fees and expenses of the respective Fund were reasonable.
 
D.  ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
 
In reviewing the compensation, the Board Members have long understood the
benefits of economies of scale as the assets of a fund grows and have sought to
ensure that shareholders share in these benefits. One method for shareholders to
share in economies of scale is to include breakpoints in the advisory fee
schedules that reduce fees as fund assets grow. Accordingly, the Board Members
received and reviewed the schedules of advisory fees for each Fund, including
fund-level breakpoints thereto. In addition, after lengthy negotiations with
management, the Board in May 2004 approved a complex-wide fee arrangement
pursuant to which fees of the funds in the Nuveen complex, including the Funds,
are reduced as the assets in the fund complex reach certain levels. The
complex-wide fee arrangement was introduced on August 1, 2004 and the Board
Members reviewed data regarding the reductions of fees for the Funds for the
period of August 1, 2004 to December 31, 2004. In evaluating the complex-wide
fee arrangement, the Board Members considered, among other things, the historic
and expected fee savings to shareholders as assets grow, the amount of fee
reductions at various asset levels, and that the arrangement would extend to all
funds in the Nuveen complex. The Board Members also considered the impact, if
any, the complex-wide fee arrangement may have on the level of services
provided. Based on their review, the Board Members concluded that the breakpoint
schedule and complex-wide fee arrangement
 
                           16

 
currently was acceptable and desirable in providing benefits from economies of
scale to shareholders.
 
E.  INDIRECT BENEFITS
 
In evaluating fees, the Board Members also considered any indirect benefits or
profits NAM or its affiliates may receive as a result of its relationship with
each Fund. In this regard, the Board Members considered any benefits from soft
dollar arrangements. The Board Members noted that although NAM manages a large
amount of assets, it has very little, if any, brokerage to allocate. This is due
to the fact that NAM typically manages the portfolios of the municipal funds in
the Nuveen complex and municipal bonds generally trade on a principal basis.
Accordingly, NAM does not currently have any soft dollar arrangements and does
not pay excess brokerage commissions (or spreads on principal transactions) in
order to receive research services. In addition to soft dollar arrangements, the
Board Members also considered any other revenues, if any, received by NAM or its
affiliates. With respect to Funds with outstanding preferred shares and new
Funds, the Board Members considered revenues received by Nuveen for serving as
agent for broker-dealers at its preferred trading desk and for acting as
co-manager in the initial public offering of new closed-end exchange-traded
funds.
 
F.  OTHER CONSIDERATIONS
 
Nuveen, until recently, was a majority-owned subsidiary of St. Paul Travelers.
As noted, St. Paul Travelers earlier this year announced its intention to divest
its equity stake in Nuveen. Nuveen is the parent of NAM. Pursuant to a series of
transactions, St. Paul Travelers has begun to reduce its interest in Nuveen
which will ultimately result in a change of control of Nuveen and therefore NAM.
As mandated by the 1940 Act, such a change in control would result in an
assignment of the advisory agreement with NAM and the automatic termination of
such agreement. Accordingly, the Board also considered for each Fund the
approval of a New Investment Management Agreement with each Fund in light of,
and which would take effect upon, the anticipated change of control. More
specifically, the Board considered for each Fund a New Investment Management
Agreement on substantially identical terms to the existing Investment Management
Agreement, to take effect after the change of control has occurred and the
contract has been approved by Fund shareholders. In its review, the Board
considered whether the various transactions necessary to divest St. Paul
Travelers' interest will have an impact on the various factors they considered
in approving NAM, such as the scope and quality of services to be provided
following the change of control. In reviewing the St. Paul Travelers
transactions, the Board considered, among other things, the impact, if any, on
the operations and organizational structure of NAM; the possible benefits and
costs of the transactions to the respective Fund; the potential implications of
any arrangements used by Nuveen to finance certain of the transactions; the
ability of NAM to perform its duties after the transactions; whether a Fund's
fee structure or expense ratio would change; any changes to the current
practices of the respective Fund; any changes to the terms of the advisory
agreement; and any anticipated changes to the operations of NAM. Based on its
review, the Board determined that St. Paul Travelers' divestiture would not
affect the nature and quality of services provided by NAM, the terms of the
Investment Management Agreement, including the fees thereunder, and would not
materially affect the organization or operations of NAM.
 
                           17

 
Accordingly, the Board determined that their analysis of the various factors
regarding their approval of NAM would continue to apply after the change of
control.
 
G.  APPROVAL
 
The Board Members did not identify any single factor discussed previously as
all-important or controlling. The Board Members, including a majority of
Independent Board Members, concluded that the terms of the Investment Management
Agreements were fair and reasonable, that the respective Fund Adviser's fees are
reasonable in light of the services provided to each Fund, that the renewal of
the NAM Investment Management Agreements should be approved, and that the new,
post-change of control NAM Investment Management Agreements be approved and
recommended to shareholders.
 
INFORMATION ABOUT THE ADVISER
 
NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen.
Founded in 1898, Nuveen and its affiliates had approximately $     billion in
assets under management as of           , 2005. Nuveen is a publicly traded
company and, until the consummation of the Sale, is a majority owned subsidiary
of St. Paul Travelers, 385 Washington Street, St. Paul, Minnesota 55102. Nuveen
is listed on the New York Stock Exchange and trades under the symbol "JNC."
 
The principal occupation of the officers and directors of NAM is shown in
Appendix E. The business address of NAM, Nuveen and each principal executive
officer and director of NAM is 333 West Wacker Drive, Chicago, Illinois 60606.
 
Board Member Schwertfeger sold           shares of Class A Stock of Nuveen on
the New York Stock Exchange since June 1, 2003. Mr. Schwertfeger received $
in exchange for his shares of Nuveen sold.
 
SHAREHOLDER APPROVAL
 
To become effective with respect to a particular Fund, the New Investment
Management Agreement must be approved by a vote of a majority of the outstanding
voting securities of the Fund, with the Common and Preferred shareholders voting
together as a single class. The "vote of a majority of the outstanding voting
securities" is defined in the 1940 Act as the lesser of the vote of (i) 67% or
more of the shares of the Fund entitled to vote thereon present at the meeting
if the holders of more than 50% of such outstanding shares are present in person
or represented by proxy; or (ii) more than 50% of such outstanding shares of the
Fund entitled to vote thereon. Each New Investment Management Agreement was
approved by the Board of the respective Fund after consideration of all factors
which it determined to be relevant to its deliberations, including those
discussed above. The Board of each Fund also determined to submit the Fund's New
Investment Management Agreement for consideration by the shareholders of the
Fund.
 
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE
FOR APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.
 
                           18

 
ADDITIONAL INFORMATION
 
SHAREHOLDER PROPOSALS
 
To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2006, a shareholder proposal submitted pursuant to Rule
14a-8 of the Securities Exchange Act of 1934 must be received at the offices of
that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than
          , 200 _ . 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
          , 200 . Timely submission of a proposal does not mean that such
proposal will be included in a proxy statement.
 
SHAREHOLDER COMMUNICATIONS
 
Shareholders who want to communicate with the Board or any individual Board
Member should write their Fund to the attention of Lorna Ferguson, Manager of
Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. The letter should indicate that you are a Fund shareholder. If
the communication is intended for a specific Board Member and so indicates it
will be sent only to that Board Member. If a communication does not indicate a
specific Board Member it will be sent to the chair of the nominating and
governance committee and the outside counsel to the Independent Board Members
for further distribution as deemed appropriate by such persons.
 
EXPENSES OF PROXY SOLICITATION
 
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement and all other costs in connection with the
solicitation of proxies will be paid by           . Solicitation may be made by
letter or telephone by officers or employees of Nuveen or the Adviser, or by
dealers and their representatives.
 
FISCAL YEAR
 
The last fiscal year end for each of the Funds is as follows: March 31, 2004 for
California Select Quality and New York Select Quality; May 31, 2004 for
Connecticut Dividend Advantage, Connecticut Dividend Advantage 2, Connecticut
Dividend Advantage 3, Connecticut Premium Income, Georgia Dividend Advantage,
Georgia Dividend Advantage 2, Georgia Premium Income, Massachusetts Dividend
Advantage, Massachusetts Premium Income, Insured Massachusetts Tax-Free
Advantaged, Maryland Dividend Advantage, Maryland Dividend Advantage 2, Maryland
Dividend Advantage 3, Maryland Premium Income, Missouri Premium Income, North
Carolina Dividend Advantage, North Carolina Dividend Advantage 2, North Carolina
Dividend Advantage 3, North Carolina Premium Income, Virginia Premium Income,
Virginia Dividend Advantage, and Virginia Dividend Advantage 2; June 30, 2004
for Florida Investment Quality, Florida Quality, Insured Florida Premium Income,
Insured Florida Tax-Free Advantage, New Jersey Dividend Advantage, New Jersey
Dividend Advantage 2, New Jersey Investment Quality, New Jersey Premium Income,
Pennsylvania Dividend Advantage, Pennsylvania Dividend Advantage 2, Pennsylvania
Investment Quality, Pennsylvania Premium Income 2; July 31, 2004 for Arizona
Dividend Advantage, Arizona Dividend
 
                           19

 
Advantage 2, Arizona Dividend Advantage 3, Arizona Premium Income, Michigan
Dividend Advantage, Michigan Premium Income, Michigan Quality Income, Ohio
Dividend Advantage, Ohio Dividend Advantage 2, Ohio Dividend Advantage 3, Ohio
Quality Income, and Texas Quality Income; August 31, 2004 for California
Dividend Advantage, California Dividend Advantage 2, California Dividend
Advantage 3, California Investment Quality, California Market Opportunity,
California Value Fund, California Performance Plus, California Premium Income,
California Investment Quality, Insured California Dividend Advantage, Insured
California Premium Income, Insured California Premium Income 2, and Insured
California Tax-Free Advantage; September 30, 2004 for New York Dividend
Advantage, New York Dividend Advantage 2, New York Investment Quality, New York
Municipal Value, New York Performance Plus, New York Quality Income, Insured New
York Dividend Advantage, Insured New York Premium Income, and Insured New York
Tax-Free Advantage.
 
ANNUAL REPORT DELIVERY
 
Annual reports will be sent to shareholders of record of each Fund following
each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of
its annual report and/or semi-annual report as available upon request. Such
written or oral requests should be directed to such Fund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
 
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
 
GENERAL
 
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at the Meetings. However, if other
matters are properly presented to the Meetings for a vote, the proxies will be
voted by the persons acting under the proxies upon such matters in accordance
with their judgment of the best interests of the Fund.
 
A list of shareholders entitled to be present and to vote at each Meeting will
be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Meetings.
 
Failure of a quorum to be present at any 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 Meeting to permit further
solicitation of proxies with respect to the proposal if they determine that
adjournment and further solicitation is reasonable and in the best interests of
the shareholders. Under each Fund's By-Laws, an adjournment of a meeting
requires the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting.
 
                           20

 
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
 
          , 2005
 
                           21

 
                                                                      APPENDIX A
 


                                    FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
--------------------------------------------------------------------------------------------------------------------------
                                 ARIZONA      ARIZONA       ARIZONA      ARIZONA    CALIFORNIA   CALIFORNIA    CALIFORNIA
                                DIVIDEND     DIVIDEND      DIVIDEND      PREMIUM     DIVIDEND     DIVIDEND      DIVIDEND
BOARD MEMBER NOMINEES           ADVANTAGE   ADVANTAGE 2   ADVANTAGE 3    INCOME     ADVANTAGE    ADVANTAGE 2   ADVANTAGE 3
--------------------------------------------------------------------------------------------------------------------------
                                                                                          
Robert P. Bremner.............          0            0             0            0           0             0             0
Lawrence H. Brown.............          0            0             0            0           0             0             0
Jack B. Evans.................          0            0             0            0           0             0             0
William C. Hunter.............          0            0             0            0           0             0             0
David J. Kundert..............          0            0             0            0           0             0             0
William J. Schneider..........          0            0             0            0           0             0             0
Timothy R. Schwertfeger.......          0            0             0            0           0             0             0
Judith M. Stockdale...........          0            0             0            0           0             0             0
Eugene S. Sunshine............          0            0             0            0           0             0             0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................          0            0             0            0           0             0             0
--------------------------------------------------------------------------------------------------------------------------

 


                                    FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
--------------------------------------------------------------------------------------------------------------------------
                                             CALIFORNIA
                                CALIFORNIA    MUNICIPAL    CALIFORNIA   CALIFORNIA    CALIFORNIA   CALIFORNIA   CALIFORNIA
                                INVESTMENT     MARKET      MUNICIPAL    PERFORMANCE    PREMIUM      QUALITY       SELECT
BOARD MEMBER NOMINEES            QUALITY     OPPORTUNITY     VALUE         PLUS         INCOME       INCOME      QUALITY
--------------------------------------------------------------------------------------------------------------------------
                                                                                           
Robert P. Bremner.............          0             0            0             0            0            0            0
Lawrence H. Brown.............          0             0            0             0            0            0            0
Jack B. Evans.................          0             0            0             0            0            0            0
William C. Hunter.............          0             0            0             0            0            0            0
David J. Kundert..............          0             0            0             0            0            0            0
William J. Schneider..........          0             0            0             0            0            0            0
Timothy R. Schwertfeger.......          0             0            0             0            0            0            0
Judith M. Stockdale...........          0             0            0             0            0            0            0
Eugene S. Sunshine............          0             0            0             0            0            0            0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................          0             0            0             0            0            0            0
--------------------------------------------------------------------------------------------------------------------------

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

 


                                    FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------------------------------------------------------
                                 INSURED      INSURED      INSURED      INSURED
                                CALIFORNIA   CALIFORNIA   CALIFORNIA   CALIFORNIA   CONNECTICUT   CONNECTICUT   CONNECTICUT
                                 DIVIDEND     PREMIUM      PREMIUM      TAX-FREE     DIVIDEND      DIVIDEND      DIVIDEND
BOARD MEMBER NOMINEES           ADVANTAGE      INCOME      INCOME 2    ADVANTAGE     ADVANTAGE    ADVANTAGE 2   ADVANTAGE 3
---------------------------------------------------------------------------------------------------------------------------
                                                                                           
Robert P. Bremner.............          0            0            0            0             0             0             0
Lawrence H. Brown.............          0            0            0            0             0             0             0
Jack B. Evans.................          0            0            0            0             0             0             0
William C. Hunter.............          0            0            0            0             0             0             0
David J. Kundert..............          0            0            0            0             0             0             0
William J. Schneider..........          0            0            0            0             0             0             0
Timothy R. Schwertfeger.......          0            0            0            0             0             0             0
Judith M. Stockdale...........          0            0            0            0             0             0             0
Eugene S. Sunshine............          0            0            0            0             0             0             0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................          0            0            0            0             0             0             0

 


                                  FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
----------------------------------------------------------------------------------------------------------------------
                                                                        INSURED     INSURED
                                CONNECTICUT    FLORIDA      FLORIDA     FLORIDA     FLORIDA     GEORGIA      GEORGIA
                                  PREMIUM     INVESTMENT    QUALITY     PREMIUM    TAX-FREE    DIVIDEND     DIVIDEND
BOARD MEMBER NOMINEES             INCOME       QUALITY      INCOME      INCOME     ADVANTAGE   ADVANTAGE   ADVANTAGE 2
----------------------------------------------------------------------------------------------------------------------
                                                                                      
Robert P. Bremner.............           0            0            0           0           0           0            0
Lawrence H. Brown.............           0            0            0           0           0           0            0
Jack B. Evans.................           0            0            0           0           0           0            0
William C. Hunter.............           0            0            0           0           0           0            0
David J. Kundert..............           0            0            0           0           0           0            0
William J. Schneider..........           0            0            0           0           0           0            0
Timothy R. Schwertfeger.......           0            0            0           0           0           0            0
Judith M. Stockdale...........           0            0            0           0           0           0            0
Eugene S. Sunshine............           0            0            0           0           0           0            0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................           0            0            0           0           0           0            0
----------------------------------------------------------------------------------------------------------------------

 
(1) The numbers include share equivalents of certain Nuveen funds in which the
    Board Member is deemed to be invested pursuant to the Deferred Compensation
    Plan for Independent Board Members. The information as to beneficial
    ownership is based on statements furnished by each Board Member and officer.
 
                                       A-2

 


                                       FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------------------------------------------------------------
                                                                               INSURED
                                 GEORGIA    MASSACHUSETTS   MASSACHUSETTS   MASSACHUSETTS   MARYLAND     MARYLAND      MARYLAND
                                 PREMIUM      DIVIDEND         PREMIUM        TAX-FREE      DIVIDEND     DIVIDEND      DIVIDEND
BOARD MEMBER NOMINEES            INCOME       ADVANTAGE        INCOME         ADVANTAGE     ADVANTAGE   ADVANTAGE 2   ADVANTAGE 3
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Robert P. Bremner.............          0              0               0               0            0            0             0
Lawrence H. Brown.............          0              0               0               0            0            0             0
Jack B. Evans.................          0              0               0               0            0            0             0
William C. Hunter.............          0              0               0               0            0            0             0
David J. Kundert..............          0              0               0               0            0            0             0
William J. Schneider..........          0              0               0               0            0            0             0
Timothy R. Schwertfeger.......          0              0               0               0            0            0             0
Judith M. Stockdale...........          0              0               0               0            0            0             0
Eugene S. Sunshine............          0              0               0               0            0            0             0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................          0              0               0               0            0            0             0
---------------------------------------------------------------------------------------------------------------------------------

 


                                FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
-------------------------------------------------------------------------------------------------------------------
                                                                                               NEW          NEW
                                MARYLAND    MICHIGAN    MICHIGAN    MICHIGAN    MISSOURI     JERSEY       JERSEY
                                 PREMIUM    DIVIDEND     PREMIUM     QUALITY     PREMIUM    DIVIDEND     DIVIDEND
BOARD MEMBER NOMINEES            INCOME     ADVANTAGE    INCOME      INCOME      INCOME     ADVANTAGE   ADVANTAGE 2
-------------------------------------------------------------------------------------------------------------------
                                                                                   
Robert P. Bremner.............          0           0           0           0           0           0            0
Lawrence H. Brown.............          0           0           0           0           0           0            0
Jack B. Evans.................          0           0           0           0           0           0            0
William C. Hunter.............          0           0           0           0           0           0            0
David J. Kundert..............          0           0           0           0           0           0            0
William J. Schneider..........          0           0           0           0           0           0            0
Timothy R. Schwertfeger.......          0           0           0           0           0           0            0
Judith M. Stockdale...........          0           0           0           0           0           0            0
Eugene S. Sunshine............          0           0           0           0           0           0            0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................          0           0           0           0           0           0            0
-------------------------------------------------------------------------------------------------------------------

 
(1) The numbers include share equivalents of certain Nuveen funds in which the
    Board Member is deemed to be invested pursuant to the Deferred Compensation
    Plan for Independent Board Members. The information as to beneficial
    ownership is based on statements furnished by each Board Member and officer.
 
                                       A-3

 


                                   FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
------------------------------------------------------------------------------------------------------------------------
                                NEW JERSEY   NEW JERSEY   NEW YORK     NEW YORK      NEW YORK    NEW YORK     NEW YORK
                                INVESTMENT    PREMIUM     DIVIDEND     DIVIDEND     INVESTMENT   MUNICIPAL   PERFORMANCE
BOARD MEMBER NOMINEES            QUALITY       INCOME     ADVANTAGE   ADVANTAGE 2    QUALITY       VALUE        PLUS
------------------------------------------------------------------------------------------------------------------------
                                                                                        
Robert P. Bremner.............          0            0            0            0            0            0            0
Lawrence H. Brown.............          0            0            0            0            0            0            0
Jack B. Evans.................          0            0            0            0            0            0            0
William C. Hunter.............          0            0            0            0            0            0            0
David J. Kundert..............          0            0            0            0            0            0            0
William J. Schneider..........          0            0            0            0            0            0            0
Timothy R. Schwertfeger.......          0            0            0            0            0            0            0
Judith M. Stockdale...........          0            0            0            0            0            0            0
Eugene S. Sunshine............          0            0            0            0            0            0            0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................          0            0            0            0            0            0            0
------------------------------------------------------------------------------------------------------------------------

 


                                FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
-------------------------------------------------------------------------------------------------------------------
                                                         INSURED     INSURED     INSURED      NORTH        NORTH
                                NEW YORK    NEW YORK    NEW YORK    NEW YORK    NEW YORK    CAROLINA     CAROLINA
                                 QUALITY     SELECT     DIVIDEND     PREMIUM    TAX-FREE    DIVIDEND     DIVIDEND
BOARD MEMBER NOMINEES            INCOME      QUALITY    ADVANTAGE    INCOME     ADVANTAGE   ADVANTAGE   ADVANTAGE 2
-------------------------------------------------------------------------------------------------------------------
                                                                                   
Robert P. Bremner.............          0           0           0           0           0           0            0
Lawrence H. Brown.............          0           0           0           0           0           0            0
Jack B. Evans.................          0           0           0           0           0           0            0
William C. Hunter.............          0           0           0           0           0           0            0
David J. Kundert..............          0           0           0           0           0           0            0
William J. Schneider..........          0           0           0           0           0           0            0
Timothy R. Schwertfeger.......          0           0           0           0           0           0            0
Judith M. Stockdale...........          0           0           0           0           0           0            0
Eugene S. Sunshine............          0           0           0           0           0           0            0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................          0           0           0           0           0           0            0
-------------------------------------------------------------------------------------------------------------------

 
(1) The numbers include share equivalents of certain Nuveen funds in which the
    Board Member is deemed to be invested pursuant to the Deferred Compensation
    Plan for Independent Board Members. The information as to beneficial
    ownership is based on statements furnished by each Board Member and officer.
 
                                       A-4

 


                                    FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
--------------------------------------------------------------------------------------------------------------------------
                                   NORTH        NORTH
                                 CAROLINA     CAROLINA      OHIO         OHIO          OHIO         OHIO      PENNSYLVANIA
                                 DIVIDEND      PREMIUM    DIVIDEND     DIVIDEND      DIVIDEND      QUALITY      DIVIDEND
BOARD MEMBER NOMINEES           ADVANTAGE 3    INCOME     ADVANTAGE   ADVANTAGE 2   ADVANTAGE 3    INCOME      ADVANTAGE
--------------------------------------------------------------------------------------------------------------------------
                                                                                         
Robert P. Bremner.............           0            0           0            0             0            0            0
Lawrence H. Brown.............           0            0           0            0             0            0            0
Jack B. Evans.................           0            0           0            0             0            0            0
William C. Hunter.............           0            0           0            0             0            0            0
David J. Kundert..............           0            0           0            0             0            0            0
William J. Schneider..........           0            0           0            0             0            0            0
Timothy R. Schwertfeger.......           0            0           0            0             0            0            0
Judith M. Stockdale...........           0            0           0            0             0            0            0
Eugene S. Sunshine............           0            0           0            0             0            0            0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................           0            0           0            0             0            0            0
--------------------------------------------------------------------------------------------------------------------------

 


                                     FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
----------------------------------------------------------------------------------------------------------------------------
                                PENNSYLVANIA   PENNSYLVANIA   PENNSYLVANIA     TEXAS     VIRGINIA    VIRGINIA     VIRGINIA
                                  DIVIDEND      INVESTMENT      PREMIUM       QUALITY     PREMIUM    DIVIDEND     DIVIDEND
BOARD MEMBER NOMINEES           ADVANTAGE 2      QUALITY        INCOME 2      INCOME      INCOME     ADVANTAGE   ADVANTAGE 2
----------------------------------------------------------------------------------------------------------------------------
                                                                                            
Robert P. Bremner.............           0              0              0             0           0           0            0
Lawrence H. Brown.............           0              0              0             0           0           0            0
Jack B. Evans.................           0              0              0             0           0           0            0
William C. Hunter.............           0              0              0             0           0           0            0
David J. Kundert..............           0              0              0             0           0           0            0
William J. Schneider..........           0              0              0             0           0           0            0
Timothy R. Schwertfeger.......           0              0              0             0           0           0            0
Judith M. Stockdale...........           0              0              0             0           0           0            0
Eugene S. Sunshine............           0              0              0             0           0           0            0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................           0              0              0             0           0           0            0
----------------------------------------------------------------------------------------------------------------------------

 
(1) The numbers include share equivalents of certain Nuveen funds in which the
    Board Member is deemed to be invested pursuant to the Deferred Compensation
    Plan for Independent Board Members. The information as to beneficial
    ownership is based on statements furnished by each Board Member and officer.
 
                                       A-5

 
                                                                      APPENDIX B
 
                           DATES RELATING TO ORIGINAL
                      INVESTMENT MANAGEMENT AGREEMENTS(1)
 


--------------------------------------------------------------------------------------------
                                                      DATE ORIGINAL            DATE ORIGINAL
                          DATE OF ORIGINAL    INVESTMENT MANAGEMENT    INVESTMENT MANAGEMENT
                                INVESTMENT       AGREEMENT WAS LAST       AGREEMENT WAS LAST
                                MANAGEMENT              APPROVED BY             APPROVED FOR
FUND                             AGREEMENT             SHAREHOLDERS     CONTINUANCE BY BOARD
--------------------------------------------------------------------------------------------
                                                              
Arizona Dividend
  Advantage              December 14, 2000         January 30, 2001             May 11, 2005
Arizona Dividend
  Advantage 2            February 20, 2002           March 25, 2002             May 11, 2005
Arizona Dividend
  Advantage 3                July 30, 2002       September 24, 2002             May 11, 2005
Arizona Premium
  Income                 November 16, 1992            July 28, 1993             May 11, 2005
California Dividend
  Advantage                   May 22, 1999             May 25, 1999             May 11, 2005
California Dividend
  Advantage 2            February 20, 2001           March 27, 2001             May 11, 2005
California Dividend
  Advantage 3               August 2, 2001       September 25, 2001             May 11, 2005
California Investment
  Quality                    July 28, 1993            July 28, 1993             May 11, 2005
California Municipal
  Market Opportunity         July 28, 1993            July 28, 1993             May 11, 2005
California Municipal         September 21,
  Value                               1987            July 28, 1993             May 11, 2005
California
  Performance Plus           July 28, 1993            July 28, 1993             May 11, 2005
California Premium
  Income                      June 9, 1993             June 9, 1993             May 11, 2005
California Quality
  Income                 November 13, 1991            July 28, 1993             May 11, 2005
California Select
  Quality                     May 15, 1991            July 28, 1993             May 11, 2005
Insured California
  Dividend Advantage     February 20, 2002           March 25, 2002             May 11, 2005
Insured California
  Premium Income         November 16, 2002            July 28, 1993             May 11, 2005
Insured California
  Premium Income 2          March 15, 1993            July 28, 1993             May 11, 2005
Insured California
  Tax-Free Advantage     November 14, 2002        November 19, 2002             May 11, 2005
Connecticut Dividend
  Advantage              December 14, 2000         January 23, 2001             May 11, 2005
Connecticut Dividend
  Advantage 2            February 20, 2002           March 25, 2002             May 11, 2005

 
                                       B-1

 


--------------------------------------------------------------------------------------------
                                                      DATE ORIGINAL            DATE ORIGINAL
                          DATE OF ORIGINAL    INVESTMENT MANAGEMENT    INVESTMENT MANAGEMENT
                                INVESTMENT       AGREEMENT WAS LAST       AGREEMENT WAS LAST
                                MANAGEMENT              APPROVED BY             APPROVED FOR
FUND                             AGREEMENT             SHAREHOLDERS     CONTINUANCE BY BOARD
--------------------------------------------------------------------------------------------
                                                              
Connecticut Dividend
  Advantage 3                July 30, 2002       September 24, 2002             May 11, 2005
Connecticut Premium
  Income                      May 10, 1993             May 10, 1993             May 11, 2005
Florida Investment
  Quality                    July 28, 1993            July 28, 1993             May 11, 2005
Florida Quality
  Income                   October 7, 1991            July 28, 1993             May 11, 2005
Insured Florida
  Premium Income         December 10, 1992            July 28, 1993             May 11, 2005
Insured Florida Tax-
  Free Advantage         November 14, 2002        November 19, 2002             May 11, 2005
Georgia Dividend
  Advantage                 August 2, 2001       September 25, 2001             May 11, 2005
Georgia Dividend
  Advantage 2                July 30, 2002       September 24, 2002             May 11, 2005
Georgia Premium
  Income                      May 10, 1993             May 10, 1993             May 11, 2005
Massachusetts
  Dividend Advantage     December 14, 2000         January 30, 2001             May 11, 2005
Massachusetts Premium
  Income                    March 15, 1993            July 28, 1993             May 11, 2005
Insured Massachusetts
  Tax-Free Advantage     November 14, 2002        November 19, 2002             May 11, 2005
Maryland Dividend
  Advantage              December 14, 2000         January 23, 2001             May 11, 2005
Maryland Dividend
  Advantage 2               August 2, 2001       September 25, 2001             May 11, 2005
Maryland Dividend
  Advantage 3                July 30, 2002       September 24, 2002             May 11, 2005
Maryland Premium
  Income                     July 31, 2004            July 28, 1993             May 11, 2005
Michigan Dividend
  Advantage                 August 2, 2001       September 25, 2001             May 11, 2005
Michigan Premium
  Income                 December 10, 1992            July 28, 1993             May 11, 2005
Michigan Quality
  Income                   October 7, 1991            July 28, 1993             May 11, 2005
Missouri Premium
  Income                      May 10, 1993             May 10, 1993             May 11, 2005
New Jersey Dividend
  Advantage              February 20, 2001           March 27, 2001             May 11, 2005
New Jersey Dividend
  Advantage 2            February 20, 2002           March 25, 2002             May 11, 2005
New Jersey Investment
  Quality                    July 28, 1993            July 28, 1993             May 11, 2005
New Jersey Premium
  Income                 December 10, 1992            July 28, 1993             May 11, 2005

 
                                       B-2

 


--------------------------------------------------------------------------------------------
                                                      DATE ORIGINAL            DATE ORIGINAL
                          DATE OF ORIGINAL    INVESTMENT MANAGEMENT    INVESTMENT MANAGEMENT
                                INVESTMENT       AGREEMENT WAS LAST       AGREEMENT WAS LAST
                                MANAGEMENT              APPROVED BY             APPROVED FOR
FUND                             AGREEMENT             SHAREHOLDERS     CONTINUANCE BY BOARD
--------------------------------------------------------------------------------------------
                                                              
New York Dividend
  Advantage                   May 25, 1999             May 25, 1999             May 11, 2005
New York Dividend
  Advantage 2            February 20, 2001           March 27, 2001             May 11, 2005
New York Investment
  Quality                    July 28, 1993            July 28, 1993             May 11, 2005
New York Municipal
  Value                        May 1, 1989            July 28, 1993             May 11, 2005
New York Performance
  Plus                       July 28, 1993            July 28, 1993             May 11, 2005
New York Quality
  Income                 November 13, 1991            July 28, 1993             May 11, 2005
New York Select
  Quality                     May 15, 1991            July 28, 1993             May 11, 2005
Insured New York
  Dividend Advantage     February 20, 2002           March 25, 2002             May 11, 2005
Insured New York
  Premium Income         December 10, 1992            July 28, 1993             May 11, 2005
Insured New York Tax-
  Free Advantage         November 14, 2002        November 19, 2002             May 11, 2005
North Carolina
  Dividend Advantage     December 14, 2000         January 23, 2001             May 11, 2005
North Carolina
  Dividend
  Advantage 2              October 3, 2001        November 15, 2001             May 11, 2005
North Carolina
  Dividend
  Advantage 3                July 30, 2002       September 24, 2002             May 11, 2005
North Carolina
  Premium Income              May 10, 1993             May 10, 1993             May 11, 2005
Ohio Dividend
  Advantage              February 20, 2001           March 27, 2001             May 11, 2005
Ohio Dividend
  Advantage 2               August 2, 2001       September 25, 2001             May 11, 2005
Ohio Dividend
  Advantage 3            February 20, 2002           March 26, 2002             May 11, 2005
Ohio Quality Income        October 7, 1991            July 28, 1993             May 11, 2005
Pennsylvania Dividend
  Advantage              February 20, 2001           March 27, 2001             May 11, 2005
Pennsylvania Dividend
  Advantage 2            February 20, 2002           March 25, 2002             May 11, 2005
Pennsylvania
  Investment Quality         July 28, 1993            July 28, 1993             May 11, 2005
Pennsylvania Premium
  Income 2                  March 15, 1993            July 28, 1993             May 11, 2005
Texas Quality Income       October 7, 1991            July 28, 1993             May 11, 2005

 
                                       B-3

 


--------------------------------------------------------------------------------------------
                                                      DATE ORIGINAL            DATE ORIGINAL
                          DATE OF ORIGINAL    INVESTMENT MANAGEMENT    INVESTMENT MANAGEMENT
                                INVESTMENT       AGREEMENT WAS LAST       AGREEMENT WAS LAST
                                MANAGEMENT              APPROVED BY             APPROVED FOR
FUND                             AGREEMENT             SHAREHOLDERS     CONTINUANCE BY BOARD
--------------------------------------------------------------------------------------------
                                                              
Virginia Premium
  Income                    March 15, 1993            July 28, 1993             May 11, 2005
Virginia Dividend
  Advantage              December 14, 2000         January 23, 2001             May 11, 2005
Virginia Dividend
  Advantage 2              October 3, 2001        November 15, 2001             May 11, 2005
--------------------------------------------------------------------------------------------

 
(1) The Original Investment Management Agreements were between the Funds and
    Nuveen Advisory Corp. ("NAC") and Nuveen Institutional Advisory Corp.
    ("NIAC"). Effective January 1, 2005, NAC was merged into NAM. As a result,
    NAC and NIAC became a part of NAM and ceased to exist separately. NAM
    assumed all of NAC and NIAC's obligations under the Original Investment
    Management Agreements. Like NAC and NIAC, NAM is a wholly owned subsidiary
    of Nuveen. The merger did not constitute a change in control. There was no
    change in who manages the Funds or in the Funds' investment objectives or
    policies as a result of the merger.
 
                                       B-4

 
                                                                      APPENDIX C
 
              [INSERT FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT]
 
                                       C-1

 
                                                                      APPENDIX D
 
                            COMPLEX-LEVEL FEE RATES
 


----------------------------------------------------------------------
COMPLEX DAILY NET ASSETS                                      FEE RATE
----------------------------------------------------------------------
                                                           
First $55 billion                                              0.2000%
Next $1 billion                                                0.1800%
Next $1 billion                                                0.1600%
Next $3 billion                                                0.1425%
Next $3 billion                                                0.1325%
Next $3 billion                                                0.1250%
Next $5 billion                                                0.1200%
Next $5 billion                                                0.1175%
Next $15 billion                                               0.1150%
----------------------------------------------------------------------

 
                FUND-LEVEL FEE RATES, AGGREGATE MANAGEMENT FEES
                              PAID AND NET ASSETS
 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Arizona Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Arizona Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-1

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Arizona Dividend
  Advantage 3          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Arizona Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
California Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
California Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
California Dividend
  Advantage 3          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-2

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
California Investment
  Quality              For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
California Municipal
  Market Opportunity   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
California Municipal
  Value                For net assets over $5 billion    0.3750%         [            ]      [    ]
                       .15% of the Fund's Average
                       Weekly Net Assets and 4.125%
                       of the gross interest income
                       of the fund computed in each
                       case on an annualized basis.
------------------------------------------------------------------------------------------------------
California
  Performance Plus     For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
California Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-3

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
California Quality
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
California Select
  Quality              For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Insured California
  Dividend Advantage   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Insured California
  Premium Income       For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Insured California
  Premium Income 2     For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-4

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Insured California
  Tax-Free Advantage   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Connecticut Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Connecticut Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Connecticut Dividend
  Advantage 3          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Connecticut Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-5

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Florida Investment
  Quality              For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Florida Quality
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Insured Florida
  Premium Income       For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Insured Florida Tax-
  Free Advantage       For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Georgia Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-6

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Georgia Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Georgia Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Massachusetts
  Dividend Advantage   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Massachusetts Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Insured Massachusetts
  Tax-Free Advantage   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-7

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Maryland Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Maryland Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Maryland Dividend
  Advantage 3          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Maryland Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Michigan Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-8

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Michigan Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Michigan Quality
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Missouri Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
New Jersey Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
New Jersey Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-9

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
New Jersey Investment
  Quality              For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
New Jersey Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
New York Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
New York Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
New York Investment
  Quality              For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-10

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
New York Municipal
  Value                For net assets over $5 billion    0.3750%          [    ] [    ]      [    ]
                                                                                             [    ]
                       .15% of the Fund's Average
                       Weekly Net Assets and 4.125%
                       of the gross interest income
                       of the fund computed in each
                       case on an annualized basis.
------------------------------------------------------------------------------------------------------
New York Performance
  Plus                 For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
New York Quality
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
New York Select
  Quality              For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Insured New York
  Dividend Advantage   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-11

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Insured New York
  Premium Income       For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Insured New York
  Tax-Free Advantage   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
North Carolina
  Dividend Advantage   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
North Carolina
  Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
North Carolina
  Dividend
  Advantage 3          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-12

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
North Carolina
  Premium Income       For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Ohio Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Ohio Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Ohio Dividend
  Advantage 3          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Ohio Quality Income    For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-13

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Pennsylvania Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Pennsylvania Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Pennsylvania
  Investment Quality   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Pennsylvania Premium
  Income 2             For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Texas Quality Income   For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
                                       D-14

 


------------------------------------------------------------------------------------------------------
                                                                         FEES PAID
                                                                       TO THE ADVISER
                           FUND AVERAGE DAILY NET                       DURING LAST        NET ASSETS
FUND                               ASSETS              FEE RATE(1)     FISCAL YEAR(2)     AS OF 5/1/05
------------------------------------------------------------------------------------------------------
                                                                              
Virginia Premium
  Income               For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For the next $3 billion           0.3875%         [            ]      [    ]
                       For net assets over $5 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Virginia Dividend
  Advantage            For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------
Virginia Dividend
  Advantage 2          For the first $125 million        0.4500%         [            ]      [    ]
                       For the next $125 million         0.4375%         [            ]      [    ]
                       For the next $250 million         0.4250%         [            ]      [    ]
                       For the next $500 million         0.4125%         [            ]      [    ]
                       For the next $1 billion           0.4000%         [            ]      [    ]
                       For net assets over $2 billion    0.3750%         [            ]      [    ]
------------------------------------------------------------------------------------------------------

 
 (1) The fee rates shown above went into effect on August 1, 2004. Prior to
     August 1, 2004, the investment management fee paid by each Fund was
     calculated using the above fund-level fee rates plus 0.20% at each
     breakpoint asset level. There was no complex-level component of the
     investment management fee.
 
 (2) Prior to January 1, 2005, Nuveen Advisory Corp. ("NAC") and Nuveen
     Institutional Advisory Corp. ("NIAC") provided investment management
     services to the Funds. Effective January 1, 2005, NAC and NIAC were merged
     into NAM. As a result, NAC and NIAC became a part of NAM and ceased to
     exist separately. Prior to the reorganization, management fees were paid to
     NAC and NIAC. Currently and under the New Investment Management Agreements,
     all management fees will be paid to NAM. Like NAM, NAC and NIAC were
     wholly-owned subsidiaries of Nuveen.
 
                                       D-15

 
                                                                      APPENDIX E
 
                           OFFICERS AND DIRECTORS OF
                        NUVEEN ASSET MANAGEMENT ("NAM")
 


---------------------------------------------------------------------------------
NAME                                       PRINCIPAL OCCUPATION
---------------------------------------------------------------------------------
                       
John P. Amboian           President and Director of Nuveen Investments, Inc. and
                          Nuveen Asset Management, Nuveen Investments, LLC,
                          Rittenhouse Asset Management, Inc., Nuveen Investments
                          Advisors Inc., and Nuveen Investments Holdings, Inc.

Alan Berkshire            Senior Vice President, Secretary and General Counsel of
                          Nuveen Investments, Inc., Nuveen Asset Management,
                          Nuveen Investments, LLC, Rittenhouse Asset Management,
                          Inc. and Nuveen Investments Holdings, Inc.; Senior Vice
                          President and Secretary of Nuveen Institutional
                          Advisory Corp.,* Nuveen Advisory Corp.* and Nuveen
                          Investments Advisors Inc.; Assistant Secretary of NWQ
                          Investment Management Company, LLC and Secretary of
                          Symphony Asset Management, LLC.

Peter H. D'Arrigo         Vice President of Nuveen Investments, LLC and Nuveen
                          Asset Management; Assistant Vice President and
                          Treasurer of Nuveen Investments, Inc.; Assistant
                          Treasurer of NWQ Investments Management Company, LLC;
                          Vice President and Treasurer of Nuveen Rittenhouse
                          Asset Management, Inc.; Vice President and Treasurer of
                          funds in Nuveen Fund complex.

Jessica R. Droeger        Vice President and Assistant Secretary of Nuveen Asset
                          Management; Assistant General Counsel of Nuveen
                          Investments, LLC; Vice President and Secretary of funds
                          in Nuveen fund complex.

William M. Fitzgerald     Managing Director of Nuveen Asset Management; Vice
                          President of Nuveen Investments Advisers Inc.; Vice
                          President of funds in Nuveen fund complex.

James D. Grassi           Vice President and Deputy Director of Compliance of
                          Nuveen Investments, LLC, Nuveen Asset Management,
                          Nuveen Investments Advisers Inc. and Rittenhouse Asset
                          Management, Inc.; Vice President and Chief Compliance
                          Officer of funds in Nuveen fund complex.

Mary E. Keefe             Managing Director of Nuveen Investments, Inc.; Managing
                          Director and Chief Compliance Officer of Nuveen Asset
                          Management, Nuveen Investments, LLC, Nuveen Investments
                          Advisers Inc., Nuveen Investments Institutional
                          Services Group LLC and Rittenhouse Asset Management,
                          Inc.

Larry W. Martin           Vice President, Assistant Secretary and Assistant
                          General Counsel of Nuveen Investments, LLC, Nuveen
                          Investments, Inc. and Rittenhouse Asset Management,
                          Inc.; Vice President and Assistant Secretary of Nuveen
                          Asset Management and Nuveen Investments Advisers Inc.;
                          Assistant Secretary of NWQ Investment Management
                          Company, LLC; Vice President and Assistant Secretary of
                          funds in Nuveen fund complex.

 
                                       E-1

 


---------------------------------------------------------------------------------
NAME                                       PRINCIPAL OCCUPATION
---------------------------------------------------------------------------------
                       
Timothy R.
Schwertfeger              Chairman and Director of Nuveen Investments, Inc.,
                          Nuveen Asset Management and Nuveen Investments, LLC;
                          Director of Institutional Capital Corporation; Chairman
                          and Director of Rittenhouse Asset Management, Inc.;
                          Chairman of Nuveen Investments Advisers, Inc.; Chairman
                          of the Board and Board Member of funds in Nuveen fund
                          complex.

Margaret E. Wilson        Senior Vice President, Finance of Nuveen Investments,
                          Inc., Nuveen Asset Management, Nuveen Investments, LLC,
                          Rittenhouse Asset Management, Inc., Nuveen Investments
                          Advisors Inc., and Nuveen Investments Holdings, Inc.

Gifford R. Zimmerman      Managing Director, Assistant Secretary and Associate
                          General Counsel of Nuveen Investments, LLC and Nuveen
                          Asset Management; Managing Director and Assistant
                          Secretary of Nuveen Investments, Inc.; Assistant
                          Secretary of NWQ Investment Management Company, LLC;
                          Vice President and Assistant Secretary of Nuveen
                          Investments Advisers Inc.; Managing Director, Associate
                          General Counsel and Assistant Secretary of Rittenhouse
                          Asset Management, Inc.; Chief Administrative Officer of
                          funds in Nuveen fund complex.
---------------------------------------------------------------------------------

 
                                       E-2

 
                           [NUVEEN INVESTMENTS LOGO]
 
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
 
(800) 257-8787
 
www.nuveen.com                                                           NFZ0705

                            [NUVEEN INVESTMENTS LOGO]

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

                         3 EASY WAYS TO VOTE YOUR PROXY

1.    Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow the
      recorded instructions.

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

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

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

                             [FUND NAME PRINTS HERE]

                THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
              FOR A SPECIAL MEETING OF SHAREHOLDERS, JULY 26, 2005

A Special Meeting of shareholders will be held in the Assembly Room of The
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, on Tuesday,
July 26, 2005, at 10:30 a.m., Chicago time. At this meeting, you will be asked
to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Special Meeting of shareholders to be held on July 26, 2005, or any adjournment
or adjournments thereof.

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

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

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

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

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

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

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

PLEASE DO NOT USE FINE POINT PENS.

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

PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE PROPOSAL SET FORTH IN THIS PROXY.

1.     Approval of the new investment              FOR     AGAINST   ABSTAIN
       management agreement.                       [ ]       [ ]       [ ]



                           PLEASE SIGN ON REVERSE SIDE