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

                                  SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.  )
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement.      
[ ]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY 
     RULE 14a-6(e)(2)).
[X]  Definitive Proxy Statement.
[ ]  Definitive Additional Materials.
[ ]  Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
 
              NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC)
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)
 
Payment of Filing Fee (check the appropriate box):
 
[X]  No fee required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     1) Title of each class of securities to which transaction applies:
 
--------------------------------------------------------------------------------
 
     2) Aggregate number of securities to which transaction applies:
 
--------------------------------------------------------------------------------
 
     3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):
 
--------------------------------------------------------------------------------
 
     4) Proposed maximum aggregate value of transaction:
 
--------------------------------------------------------------------------------
 
     5) Total fee paid:
 
--------------------------------------------------------------------------------
 
[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
 
     1) Amount Previously Paid:
 
--------------------------------------------------------------------------------
 
     2) Form, Schedule or Registration Statement No.:
 
--------------------------------------------------------------------------------
 
     3) Filing Party:
 
--------------------------------------------------------------------------------
 
     4) Date Filed:
 
--------------------------------------------------------------------------------

 

                                                           
NOTICE OF ANNUAL MEETING                                      333 West Wacker Drive
OF SHAREHOLDERS                                               Chicago, Illinois
MARCH 22, 2005                                                60606
                                                              (800) 257-8787

 
FEBRUARY 17, 2005
 
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 REAL ESTATE INCOME FUND (JRS)
NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD)
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC)
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC)
NUVEEN QUALITY PREFERRED INCOME FUND (JTP)
NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS)
NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP)
NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)
 
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
 
Notice is hereby given that the Annual Meeting of Shareholders of each of 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 Real Estate
Income Fund ("Real Estate"), Nuveen Diversified Dividend and Income Fund
("Diversified Dividend"), Nuveen Preferred and Convertible Income Fund
("Preferred Convertible"), Nuveen Preferred and Convertible Income Fund 2
("Preferred Convertible 2"), Nuveen Quality Preferred Income Fund ("Quality
Preferred"), Nuveen Quality Preferred Income Fund 2 ("Quality Preferred 2"),
Nuveen Quality Preferred Income Fund 3 ("Quality Preferred 3") and Nuveen
Tax-Advantaged Total Return Strategy Fund ("Tax-Advantaged"), each a
Massachusetts business trust, and Nuveen New York Investment Quality Municipal
Fund, Inc., Nuveen New York Municipal Value Fund, Inc. ("New York Value"),
Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New York Quality
Income Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund, Inc.
and Nuveen Insured New York Premium Income Municipal Fund, Inc., each a
Minnesota corporation (individually, a "Fund" and collectively, the "Funds"),
will be held in the 31st Floor Conference Room of Nuveen Investments, 333 West
Wacker Drive, Chicago, Illinois, on Tuesday, March 22, 2005, at 10:00 a.m.,
Chicago time (for each Fund, an "Annual Meeting"),

 
for the following purposes and to transact such other business, if any, as may
properly come before the Annual Meeting.
 
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
 
1. To elect Members to the Board of Directors/Trustees (each a "Board" and each
   Director or Trustee a "Board Member") of each Fund as outlined below:
 
     a. For each Fund, except New York Value, Real Estate and Diversified
        Dividend, to elect nine (9) Board Members to serve until the next Annual
        Meeting and until their successors shall have been duly elected and
        qualified.
 
        i) seven (7) Board Members to be elected by the holders of Common Shares
           and FundPreferred shares for Preferred Convertible, Preferred
           Convertible 2, Quality Preferred, Quality Preferred 2, Quality
           Preferred 3 and Tax-Advantaged; and Municipal Auction Rate Cumulative
           Preferred Shares for each other Fund (collectively, "Preferred
           Shares"), voting together as a single class; and
 
        ii) two (2) Board Members to be elected by the holders of Preferred
            Shares only, voting separately as a single class.
 
     b. For Real Estate and Diversified Dividend, to elect eight (8) Board
        Members to serve until the next Annual Meeting and until their
        successors shall have been duly elected and qualified.
 
        i) six (6) Board Members to be elected by the holders of Common Shares
           and Preferred Shares, voting together as a single class; and
 
        ii) two (2) Board Members to be elected by the holders of Preferred
            Shares only, voting separately as a single class.
 
     c. For New York Value, to elect five (5) Board Members for multiple year
        terms or until their successors shall have been duly elected and
        qualified.
 
2. To transact such other business as may properly come before the Annual
Meeting.
 
Shareholders of record at the close of business on January 24, 2005 are entitled
to notice of and to vote at the Annual Meeting.
 
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER
THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY
TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND
FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER
THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW
THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE.
 
Jessica R. Droeger
Vice President and Secretary

 

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

 
FEBRUARY 17, 2005
 
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 REAL ESTATE INCOME FUND (JRS)
NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD)
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND (JPC)
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND 2 (JQC)
NUVEEN QUALITY PREFERRED INCOME FUND (JTP)
NUVEEN QUALITY PREFERRED INCOME FUND 2 (JPS)
NUVEEN QUALITY PREFERRED INCOME FUND 3 (JHP)
NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)
 
GENERAL INFORMATION
 
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees (each a "Board" and collectively, the
"Boards," and each Director or Trustee a "Board Member" and collectively, the
"Board Members") of each of Nuveen New York Dividend Advantage Municipal Fund
("New York Dividend"), Nuveen New York Dividend Advantage Municipal Fund 2 ("New
York Dividend 2"), Nuveen Insured New York Dividend Advantage Municipal Fund
("Insured New York Dividend"), Nuveen Insured New York Tax-Free Advantage
Municipal Fund ("Insured New York Tax-Free"), Nuveen Real Estate Income Fund
("Real Estate"), Nuveen Diversified Dividend and Income Fund ("Diversified
Dividend"), Nuveen Preferred and Convertible Income Fund ("Preferred
Convertible"), Nuveen Preferred and Convertible Income Fund 2 ("Preferred
Convertible 2"), Nuveen Quality Preferred Income Fund ("Quality Preferred"),
Nuveen Quality Preferred Income Fund 2 ("Quality Preferred 2"), Nuveen Quality
Preferred Income Fund 3 ("Quality Preferred 3") and Nuveen Tax-Advantaged Total
Return Strategy Fund ("Tax-Advantaged"), each a Massachusetts business trust
(collectively, the "Massachusetts Business Trusts"), and Nuveen New York
Investment Quality Municipal Fund, Inc. ("New York Investment Quality"), Nuveen
New York Municipal Value Fund, Inc. ("New York Value"), Nuveen New York
Performance Plus Municipal Fund, Inc. ("New York Performance Plus"), Nuveen New
York Quality Income Municipal Fund, Inc. ("New York Quality"), Nuveen New York
Select Quality Municipal Fund, Inc. ("New York Select") and Nuveen Insured New
York Premium Income Municipal Fund, Inc. ("Insured New
 
                           1

 
York Premium") (New York Dividend, New York Dividend 2, New York Investment
Quality, New York Value, New York Performance Plus, New York Quality, New York
Select, Insured New York Dividend, Insured New York Premium and Insured New York
Tax-Free are collectively the "New York Funds"), each a Minnesota corporation
(collectively, the "Minnesota Corporations") (the Massachusetts Business Trusts
and Minnesota Corporations are each a "Fund" and collectively, the "Funds"), of
proxies to be voted at the Annual Meeting of Shareholders to be held in the 31st
Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois, on Tuesday, March 22, 2005, at 10:00 a.m., Chicago time (for each
Fund, an "Annual Meeting" and collectively, the "Annual Meetings"), and at any
and all adjournments thereof.
 
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR the
election of the nominees as listed in this Joint Proxy Statement. Shareholders
who execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
 
This Joint Proxy Statement is first being mailed to shareholders on or about
February 17, 2005.
 
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.
 
The following table indicates which shareholders are solicited with respect to
each matter:
 


  ----------------------------------------------------------------------------------------
   MATTER                                              COMMON SHARES   PREFERRED SHARES(1)
  ----------------------------------------------------------------------------------------
                                                              
  1a(i).    Election of seven (7) Board Members by           X                 X
            all shareholders (except New York Value,
            Real Estate and Diversified Dividend)
  ----------------------------------------------------------------------------------------
  a(ii).    Election of two (2) Board Members by                               X
            Preferred Shares only (except New York
            Value, Real Estate and Diversified
            Dividend)
  ----------------------------------------------------------------------------------------
  b(i).     Election of six (6) Board Members for            X                 X
            Real Estate and Diversified Dividend by
            all shareholders
  ----------------------------------------------------------------------------------------
  b(ii).    Election of two (2) Board Members for                              X
            Real Estate and Diversified Dividend by
            Preferred Shares only
  ----------------------------------------------------------------------------------------
  c.        Election of five (5) Board Members for           X                N/A
            New York Value by all shareholders
  ----------------------------------------------------------------------------------------

 
(1) FundPreferred shares for Real Estate, Diversified Dividend, Preferred
    Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred
    2, Quality Preferred 3 and Tax-Advantaged; and Municipal Auction Rate
    Cumulative Preferred Shares ("MuniPreferred") for each other Fund are
    referred to as "Preferred Shares."
 
A quorum of shareholders is required to take action at each Annual Meeting. A
majority of the shares entitled to vote at each Annual Meeting, represented in
person or by proxy, will constitute a quorum of shareholders at that Annual
Meeting, except that for the election of the two Board Member nominees to be
elected by holders of Preferred Shares of each Fund (except New York Value),
33 1/3% of the Preferred Shares entitled to vote and represented in
 
                           2

 
person or by proxy will constitute a quorum. Votes cast by proxy or in person at
each Annual Meeting will be tabulated by the inspectors of election appointed
for that Annual Meeting. The inspectors of election will determine whether or
not a quorum is present at the Annual Meeting. The inspectors of election will
treat abstentions and "broker non-votes" (i.e., shares held by brokers or
nominees, typically in "street name," as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) as present for purposes of determining a quorum.
 
For purposes of determining the approval of the proposal to elect nominees for
each of the Massachusetts Business Trusts, abstentions and broker non-votes will
have no effect on the election of Board Members. For purposes of determining the
approval of the proposal to elect nominees for each of the Minnesota
Corporations, abstentions and broker non-votes will have the effect of a vote
against the election of Board Members. The details of the proposal to be voted
on by the shareholders and the vote required for approval of the proposal is set
forth under the description of the proposal below.
 
Preferred Shares held in "street name" as to which voting instructions have not
been received from the beneficial owners or persons entitled to vote as of one
business day before the Annual Meeting, or, if adjourned, one business day
before the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New
York Stock Exchange, be voted by the broker on the proposal in the same
proportion as the votes cast by all Preferred shareholders as a class who have
voted on the proposal or in the same proportion as the votes cast by all
Preferred shareholders of the Fund who have voted on that item. Rule 452 permits
proportionate voting of Preferred Shares with respect to a particular item if,
among other things, (i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the holders of such
shares with respect to such item and (ii) less than 10% of the Preferred Shares
or shares of a series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of meeting the 30%
test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.
 
                           3

 
Those persons who were shareholders of record at the close of business on
January 24, 2005 will be entitled to one vote for each share held. As of January
24, 2005, the shares of the Funds were issued and outstanding as follows:
 


----------------------------------------------------------------------------------------
         FUND            TICKER SYMBOL*       COMMON SHARES         PREFERRED SHARES
----------------------------------------------------------------------------------------
                                                        
 New York Dividend             NAN               9,915,882           2,760 Series F
----------------------------------------------------------------------------------------
 New York Dividend 2           NXK               6,457,000           1,880 Series W
----------------------------------------------------------------------------------------
 New York Investment           NQN              17,720,933             960 Series M
 Quality                                                             2,400 Series T
                                                                     2,400 Series F
----------------------------------------------------------------------------------------
 New York Value                NNY              15,120,364           N/A
----------------------------------------------------------------------------------------
 New York Performance          NNP              14,977,135           1,600 Series M
 Plus
                                                                       800 Series T
                                                                     2,000 Series W
                                                                       572 Series F
----------------------------------------------------------------------------------------
 New York Quality              NUN              24,083,739           2,200 Series M
                                                                     2,200 Series W
                                                                     2,400 Series TH
                                                                     1,080 Series F
----------------------------------------------------------------------------------------
 New York Select               NVN              23,435,202           1,720 Series T
                                                                     2,400 Series W
                                                                     3,600 Series TH
----------------------------------------------------------------------------------------
 Insured New York              NKO               7,957,934           2,440 Series TH
 Dividend
----------------------------------------------------------------------------------------
 Insured New York              NNF               8,329,215           1,320 Series M
 Premium
                                                                     1,280 Series T
----------------------------------------------------------------------------------------
 Insured New York              NRK               3,512,848           1,080 Series TH
 Tax-Free
----------------------------------------------------------------------------------------
 Real Estate                   JRS              28,136,413           1,720 Series M
                                                                     1,720 Series T
                                                                     1,720 Series W
                                                                     1,720 Series F
----------------------------------------------------------------------------------------
 Diversified Dividend          JDD              20,145,123           2,400 Series T
                                                                     2,400 Series W
----------------------------------------------------------------------------------------
 Preferred Convertible         JPC             100,123,177           4,720 Series M
                                                                     4,720 Series T
                                                                     4,720 Series W
                                                                     4,720 Series TH
                                                                     4,720 Series F
                                                                     4,720 Series F2
----------------------------------------------------------------------------------------
 Preferred Convertible         JQC             141,007,000           3,860 Series M
 2
                                                                     3,860 Series M2
                                                                     3,860 Series T
                                                                     3,860 Series T2
                                                                     3,860 Series W
                                                                     3,860 Series W2
                                                                     3,860 Series TH
                                                                     3,860 Series TH2
                                                                     3,860 Series F
                                                                     3,860 Series F2
----------------------------------------------------------------------------------------

 
                           4

 


----------------------------------------------------------------------------------------
         FUND            TICKER SYMBOL*       COMMON SHARES         PREFERRED SHARES
----------------------------------------------------------------------------------------
                                                        
 Quality Preferred             JTP              64,462,104           3,520 Series M
                                                                     3,520 Series T
                                                                     3,520 Series W
                                                                     3,520 Series TH
                                                                     3,520 Series F
----------------------------------------------------------------------------------------
 Quality Preferred 2           JPS             119,541,842           4,800 Series M
                                                                     4,800 Series T
                                                                     4,000 Series T2
                                                                     4,800 Series W
                                                                     4,800 Series TH
                                                                     4,000 Series TH2
                                                                     4,800 Series F
----------------------------------------------------------------------------------------
 Quality Preferred 3           JHP              23,642,721           3,320 Series M
                                                                     3,320 Series TH
----------------------------------------------------------------------------------------
 Tax-Advantaged                JTA              13,855,240           1,800 Series W
----------------------------------------------------------------------------------------

 
* The common shares of all of the Funds are listed on the New York Stock
  Exchange, except NXK, NKO, NRK and JRS, which are listed on the American Stock
  Exchange.
 
ELECTION OF BOARD MEMBERS
 
GENERAL
 
At each Fund's Annual Meeting, Board Members are to be elected to serve until
the next Annual Meeting or until their successors shall have been duly elected
and qualified. Under the terms of each Fund's organizational documents (except
New York Value), under normal circumstances, holders of Preferred Shares are
entitled to elect two (2) Board Members, and the remaining Board Members are to
be elected by holders of Common Shares and Preferred Shares, voting together as
a single class. Pursuant to the organizational documents of New York Value, the
Board is divided into three classes, with each class being elected to serve a
term of three years. For New York Value, five (5) Board Members are nominated to
be elected at this meeting to serve for multiple year terms.
 
A. FOR EACH FUND EXCEPT NEW YORK VALUE, REAL ESTATE AND DIVERSIFIED DIVIDEND:
 
     (i)  seven (7) Board Members are to be elected by holders of Common Shares
          and Preferred Shares, voting together as a single class. Board Members
          Bremner, Brown, Evans, Hunter, Kundert, Stockdale and Sunshine are
          nominees for election by all shareholders.
 
     (ii) holders of Preferred Shares, each series voting together as a single
          class, are entitled to elect two (2) of the Board Members. Board
          Members Schneider and Schwertfeger are nominees for election by
          holders of Preferred Shares.
 
B. FOR REAL ESTATE AND DIVERSIFIED DIVIDEND:
 
     (i)  six (6) Board Members are to be elected by holders of Common Shares
          and Preferred Shares, voting together as a single class. Board Members
          Bremner, Brown, Evans, Hunter, Stockdale and Sunshine are nominees for
          election by all shareholders.
 
                           5

 
     (ii) holders of Preferred Shares, each series voting together as a single
          class, are entitled to elect two (2) of the Board Members. Board
          Members Schneider and Schwertfeger are nominees for election by
          holders of Preferred Shares.
 
C. FOR NEW YORK VALUE: The Board of New York Value has designated Board Members
Brown and Schwertfeger as Class I Board Members, and as nominees for Board
Members for a term expiring at the annual meeting of shareholders in 2007, and
until their successors have been duly elected and qualified. The Board of New
York Value has designated Board Members Hunter, Kundert and Sunshine as Class II
Board Members, and as nominees for a term expiring at the annual meeting of
shareholders in 2008. The remaining Board Members Bremner, Evans, Schneider and
Stockdale are current and continuing Board Members. The Board of New York Value
has designated Board Members Bremner, Evans, Schneider and Stockdale as
continuing Class III Board Members for terms that expire in 2006.
 
For each Minnesota Corporation, the affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting will be required to elect the
Board Members of that Minnesota Corporation. For each Massachusetts Business
Trust, the affirmative vote of a plurality of the shares present and entitled to
vote at the Annual Meeting will be required to elect the Board Members of that
Massachusetts Business Trust.
 
Under each Fund's retirement policy for Board Members who are not "interested
persons" of the Fund, as defined in the Investment Company Act of 1940, as
amended ("1940 Act"), ("Independent Board Members"), which provides that
Independent Board Members will retire at the earlier of age 72 or after board
service of 15 years, former Board Members Thomas E. Leafstrand and Sheila W.
Wellington retired on June 30, 2004 and will therefore not stand for
re-election. In addition, former Board Members Anne E. Impellizzeri, William L.
Kissick and Peter R. Sawers, who did not reach the age or service period at
which retirement would be called for under the retirement policy, also retired
on June 30, 2004 and will therefore not stand for re-election. Former Board
Member William E. Bennett, who also did not reach the age or service period at
which retirement would be called for under the retirement policy, resigned
effective April 30, 2004 and will therefore not stand for re-election.
 
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected. However, should any nominee become unable
or unwilling to accept nomination for election, the proxies will be voted for
substitute nominees, if any, designated by that Fund's present Board.
 
Except for New York Value, Real Estate, Diversified Dividend, Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2,
Quality Preferred 3 and Tax-Advantaged, all Board Member nominees, except Board
Members Hunter, Kundert and Sunshine, were last elected to each Fund's Board at
the annual meeting of shareholders held on December 17, 2003. All nominees to
the Board of Real Estate and Diversified Dividend, except Messrs. Hunter and
Sunshine, were last elected to the Board of Real Estate and Diversified Dividend
at the annual meeting of shareholders held on January 20, 2004 and March 24,
2004, respectively. All Board Member nominees, except Messrs. Kundert and
Sunshine, were last elected to the Board of Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3 at
the annual meeting of shareholders held on November 17, 2004. Board Members
Bremner, Evans, Schneider and
 
                           6

 
Stockdale were last elected as Class III members of the Board of New York Value
at the annual meeting of shareholders held on December 17, 2003. Board Members
Brown and Schwertfeger were last elected as Class I members of the Board of New
York Value at the annual meeting of shareholders held on December 19, 2001. This
is the first Annual Meeting of Tax-Advantaged. All Board Member nominees of
Tax-Advantaged, except Messrs. Hunter, Kundert and Sunshine, were elected by the
initial shareholder of the Fund, Nuveen Institutional Advisory Corp., on January
12, 2004. Mr. Hunter was appointed on February 15, 2004 and May 16, 2004 to the
Boards of the Minnesota Corporations and Massachusetts Business Trusts,
respectively. In November 2004, Messrs. Kundert and Sunshine were appointed to
the each Fund's Board effective February 23, 2005, except Mr. Kundert was not
appointed to the Boards of Real Estate and Diversified Dividend. Messrs. Hunter,
Kundert and Sunshine are presented in this Joint Proxy Statement as nominees for
election by shareholders and were nominated by the nominating and governance
committee of each Fund's Board, except Mr. Kundert was not nominated to the
Boards of Real Estate and Diversified Dividend.
 
Other than Mr. Schwertfeger, none of the Board Member nominees has ever been a
director or an employee of Nuveen Investments, Inc. ("Nuveen"), the parent
company of Nuveen Asset Management (the "Adviser"), or any affiliate.
 
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED HEREIN.
 
BOARD NOMINEES
 


                                                                               NUMBER OF
                                                                               PORTFOLIOS IN   OTHER
                       POSITION(S)  TERM OF OFFICE                             FUND COMPLEX    DIRECTORSHIPS
NAME, ADDRESS          HELD WITH    AND LENGTH OF   PRINCIPAL OCCUPATION(S)    OVERSEEN BY     HELD BY BOARD
AND BIRTH DATE         FUND         TIME SERVED**   DURING PAST 5 YEARS        BOARD MEMBER    MEMBER
------------------------------------------------------------------------------------------------------------
                                                                                
Nominees who are not
interested persons of
the Funds
Robert P. Bremner      Board        Term: Annual    Private Investor and            153        N/A
c/o Nuveen             Member       Length of       Management Consultant.
Investments, Inc.                   Service: Since
333 West Wacker Drive               1996
Chicago, IL 60606
(8/22/40)
Lawrence H. Brown      Board        Term: Annual    Retired (1989) as Senior        153        See Principal
c/o Nuveen             Member       Length of       Vice President of The                      Occupation
Investments, Inc.                   Service: Since  Northern Trust Company;                    Description
333 West Wacker Drive               1993            Director, Community
Chicago, IL 60606                                   Advisory Board for
(7/29/34)                                           Highland Park and
                                                    Highwood, United Way of
                                                    the North Shore (since
                                                    2002).

 
                           7

 


                                                                               NUMBER OF
                                                                               PORTFOLIOS IN   OTHER
                       POSITION(S)  TERM OF OFFICE                             FUND COMPLEX    DIRECTORSHIPS
NAME, ADDRESS          HELD WITH    AND LENGTH OF   PRINCIPAL OCCUPATION(S)    OVERSEEN BY     HELD BY BOARD
AND BIRTH DATE         FUND         TIME SERVED**   DURING PAST 5 YEARS        BOARD MEMBER    MEMBER
------------------------------------------------------------------------------------------------------------
                                                                                
Jack B. Evans          Board        Term: Annual    President, The                  153        See Principal
c/o Nuveen             Member       Length of       Hall-Perrine Foundation,                   Occupation
Investments, Inc.                   Service: Since  a private philanthropic                    Description
333 West Wacker Drive               1999            corporation (since 1996);
Chicago, IL 60606                                   Director and Vice
(10/22/48)                                          Chairman, United Fire
                                                    Group, a publicly held
                                                    company; Adjunct Faculty
                                                    Member, University of
                                                    Iowa; Director, Gazette
                                                    Companies; Life Trustee
                                                    of Coe College; Director,
                                                    Iowa College Foundation;
                                                    formerly, Director,
                                                    Alliant Energy; formerly,
                                                    Director, Federal Reserve
                                                    Bank of Chicago;
                                                    previously, President and
                                                    Chief Operating Officer,
                                                    SCI Financial Group,
                                                    Inc., a regional
                                                    financial services firm.
William C. Hunter      Board        Term: Annual    Dean and Distinguished          153        See Principal
c/o Nuveen             Member       Length of       Professor of Finance,                      Occupation
Investments, Inc.                   Service: Since  School of Business at the                  Description
333 West Wacker Drive               2004            University of
Chicago, IL 60606                                   Connecticut; previously,
(3/6/48)                                            Senior Vice President and
                                                    Director of Research at
                                                    the Federal Reserve Bank
                                                    of Chicago
                                                    (1995 -- 2003); Director,
                                                    Credit Research Center at
                                                    Georgetown University;
                                                    Director (since 2004) of
                                                    Xerox Corporation, a
                                                    publicly held company.
David J. Kundert       Board        Term: Annual    Retired (2004) as               151        See Principal
c/o Nuveen             Member       Length of       Chairman, JPMorgan                         Occupation
Investments, Inc.                   Service: Since  Fleming Asset Management,                  Description
333 West Wacker Drive               2005            President and CEO, Banc
Chicago, IL 60606                                   One Investment Advisors
(10/28/42)                                          Corporation, and
                                                    President, One Group
                                                    Mutual Funds; prior
                                                    thereto, Executive Vice
                                                    President, Bank One
                                                    Corporation and Chairman
                                                    and CEO, Banc One
                                                    Investment Management
                                                    Group; Board of Regents,
                                                    Luther College; currently
                                                    a member of the American
                                                    and Wisconsin Bar
                                                    Associations.

 
                           8

 


                                                                               NUMBER OF
                                                                               PORTFOLIOS IN   OTHER
                       POSITION(S)  TERM OF OFFICE                             FUND COMPLEX    DIRECTORSHIPS
NAME, ADDRESS          HELD WITH    AND LENGTH OF   PRINCIPAL OCCUPATION(S)    OVERSEEN BY     HELD BY BOARD
AND BIRTH DATE         FUND         TIME SERVED**   DURING PAST 5 YEARS        BOARD MEMBER    MEMBER
------------------------------------------------------------------------------------------------------------
                                                                                
William J. Schneider   Board        Term: Annual    Chairman, formerly,             153        See Principal
c/o Nuveen             Member       Length of       Senior Partner and Chief                   Occupation
Investments, Inc.                   Service: Since  Operating Officer,                         Description
333 West Wacker Drive               1996            Miller-Valentine Partners
Chicago, IL 60606                                   Ltd., a real estate
(9/24/44)                                           investment company;
                                                    formerly, Vice President,
                                                    Miller-Valentine Realty,
                                                    a construction company;
                                                    Director, Chair of the
                                                    Finance Committee and
                                                    Member of the Audit
                                                    Committee of Premier
                                                    Health Partners, the
                                                    not-for-profit parent
                                                    company of Miami Valley
                                                    Hospital; President of
                                                    the Dayton Philharmonic
                                                    Orchestra Association;
                                                    Director and Immediate
                                                    Past Chair, Dayton
                                                    Development Coalition;
                                                    formerly, Member,
                                                    Community Advisory Board,
                                                    National City Bank,
                                                    Dayton, Ohio; and
                                                    Business Advisory
                                                    Council, Cleveland
                                                    Federal Reserve Bank.
Judith M. Stockdale    Board        Term: Annual    Executive Director,             153        N/A
c/o Nuveen             Member       Length of       Gaylord and Dorothy
Investments, Inc                    Service: Since  Donnelley Foundation
333 West Wacker Drive               1997            (since 1994); prior
Chicago, IL 60606                                   thereto, Executive
(12/29/47)                                          Director, Great Lakes
                                                    Protection Fund (from
                                                    1990 to 1994).
Eugene S. Sunshine     Board        Term: Annual    Senior Vice President for       153        See Principal
c/o Nuveen             Member       Length of       Business and Finance                       Occupation
Investments, Inc.                   Service: Since  (since 1997),                              Description
333 West Wacker Drive               2005            Northwestern University;
Chicago, IL 60606                                   Director (since 2003),
(1/22/50)                                           Chicago Board of Options
                                                    Exchange; Director (since
                                                    2003), National Mentor
                                                    Holdings, a privately-
                                                    held, national provider
                                                    of home and
                                                    community-based services;
                                                    Chairman (since 1997),
                                                    Board of Directors,
                                                    Rubicon, an insurance
                                                    company owned by
                                                    Northwestern University;
                                                    Director (since 1997),
                                                    Evanston Chamber of
                                                    Commerce and Evanston
                                                    Inventure, a business
                                                    development organization.

 
                           9

 


                                                                                 NUMBER OF
                                                                                 PORTFOLIOS IN   OTHER
                                                                                 FUND COMPLEX    DIRECTORSHIPS
                       POSITION(S)  TERM OF OFFICE                               OVERSEEN BY     HELD BY
NAME, ADDRESS          HELD WITH    AND LENGTH OF   PRINCIPAL OCCUPATION(S)      BOARD           BOARD
AND BIRTH DATE         FUND         TIME SERVED**   DURING PAST 5 YEARS          MEMBER          MEMBER
--------------------------------------------------------------------------------------------------------------
                                                                                  
Nominee who is an
interested person of
the Funds
*Timothy R.            Chairman of  Term: Annual    Chairman and Director             153        See Principal
Schwertfeger           the Board    Length of       (since 1996) of Nuveen                       Occupation
333 West Wacker Drive  and Board    Service: Since  Investments, Inc. and                        Description
Chicago, IL 60606      Member       1996            Nuveen Investments, LLC;
(3/28/49)                                           Chairman and Director
                                                    (since 1997) of Nuveen
                                                    Asset Management; Director
                                                    (since 1996) of
                                                    Institutional Capital
                                                    Corporation; Chairman and
                                                    Director (since 1999) of
                                                    Rittenhouse Asset
                                                    Management, Inc.; Chairman
                                                    of Nuveen Investments
                                                    Advisers, Inc. (since
                                                    2002); Director (from 1992
                                                    to 2004) and Chairman (from
                                                    1996 to 2004) of Nuveen
                                                    Advisory Corp. and Nuveen
                                                    Institutional Advisory
                                                    Corp.***
--------------------------------------------------------------------------------------------------------------

 
 * "Interested person" as defined in the 1940 Act, by reason of being an officer
   and director of each Fund's adviser.
 
 ** Length of Service indicates the year in which the individual became a
    Trustee or Director of a fund in the Nuveen fund complex. Mr. Hunter has
    served as a Trustee or Director of each Fund since February 15, 2004 and May
    16, 2004 for the Boards of the Minnesota Corporations and Massachusetts
    Business Trusts, respectively. In November 2004, Messrs. Kundert and
    Sunshine were appointed to each Fund's Board, effective February 23, 2005,
    except Mr. Kundert was not appointed to the Boards of Real Estate and
    Diversified Dividend.
 
*** Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
    reorganized into Nuveen Asset Management, effective January 1, 2005.
 
                           10

 
BENEFICIAL OWNERSHIP
 
The following table lists the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen funds overseen
by the Board Member nominee as of December 31, 2004.
 


                                    DOLLAR RANGE OF EQUITY SECURITIES
---------------------------------------------------------------------------------------------------------
                                                           NEW YORK                  NEW YORK
                                 NEW YORK     NEW YORK   INVESTMENT    NEW YORK   PERFORMANCE    NEW YORK
BOARD MEMBER NOMINEES            DIVIDEND   DIVIDEND 2      QUALITY       VALUE          PLUS     QUALITY
---------------------------------------------------------------------------------------------------------
                                                                              
Robert P. Bremner.............         $0          $0           $0           $0           $0           $0
Lawrence H. Brown.............          0           0            0            0            0            0
Jack B. Evans.................          0           0            0            0            0            0
William C. Hunter.............          0           0            0            0            0            0
David J. Kundert..............          0           0            0            0            0            0
William J. Schneider..........          0           0            0            0            0            0
Timothy R. Schwertfeger.......          0           0            0            0            0            0
Judith M. Stockdale...........          0           0            0            0            0            0
Eugene S. Sunshine............          0           0            0            0            0            0
---------------------------------------------------------------------------------------------------------

 


                                    DOLLAR RANGE OF EQUITY SECURITIES
---------------------------------------------------------------------------------------------------------
                                              INSURED     INSURED     INSURED
                                 NEW YORK    NEW YORK    NEW YORK    NEW YORK                 DIVERSIFIED
BOARD MEMBER NOMINEES              SELECT    DIVIDEND     PREMIUM    TAX-FREE   REAL ESTATE      DIVIDEND
---------------------------------------------------------------------------------------------------------
                                                                            
Robert P. Bremner.............         $0          $0          $0          $0           $0          Over
                                                                                                $100,000
Lawrence H. Brown.............          0           0           0           0      10,001-             0
                                                                                    50,000
Jack B. Evans.................          0           0           0           0      10,001-             0
                                                                                    50,000
William C. Hunter.............          0           0           0           0            0             0
David J. Kundert..............          0           0           0           0          N/A           N/A
William J. Schneider..........          0           0           0           0            0       10,001-
                                                                                                  50,000
Timothy R. Schwertfeger.......          0           0           0           0         Over             0
                                                                                   100,000
Judith M. Stockdale...........          0           0           0           0            0      0-10,000
Eugene S. Sunshine............          0           0           0           0            0             0
---------------------------------------------------------------------------------------------------------

 
                           11

 


                                                 DOLLAR RANGE OF EQUITY SECURITIES
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    AGGREGATE DOLLAR
                                                                                                                     RANGE OF EQUITY
                                                                                                                   SECURITIES IN ALL
                                                                                                                          REGISTERED
                                                                                                                          INVESTMENT
                                                                                                                           COMPANIES
                                                                                                                   OVERSEEN BY BOARD
                                                                                                                     MEMBER NOMINEES
                                                                                                                        IN FAMILY OF
                                  PREFERRED       PREFERRED     QUALITY       QUALITY       QUALITY         TAX-          INVESTMENT
BOARD MEMBER NOMINEES           CONVERTIBLE   CONVERTIBLE 2   PREFERRED   PREFERRED 2   PREFERRED 3   ADVANTAGED        COMPANIES(1)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Robert P. Bremner.............     $50,001-            $0            $0           $0            $0         Over              Over
                                    100,000                                                            $100,000          $100,000
Lawrence H. Brown.............      10,001-             0       10,001-      10,001-       10,001-            0              Over
                                     50,000                      50,000       50,000        50,000                        100,000
Jack B. Evans.................      50,001-             0             0         Over             0            0              Over
                                    100,000                                  100,000                                      100,000
William C. Hunter.............            0             0             0            0             0            0           50,001-
                                                                                                                          100,000
David J. Kundert..............            0             0             0            0             0            0                 0
William J. Schneider..........      10,001-             0             0            0             0            0              Over
                                     50,000                                                                               100,000
Timothy R. Schwertfeger.......           0-             0             0         Over             0         Over              Over
                                     10,000                                  100,000                    100,000           100,000
Judith M. Stockdale...........            0             0             0            0             0            0              Over
                                                                                                                          100,000
Eugene S. Sunshine............            0             0       10,001-      10,001-             0            0           50,001-
                                                                 50,000       50,000                                      100,000
------------------------------------------------------------------------------------------------------------------------------------

 
(1) The amounts reflect the aggregate dollar range of equity securities and the
    number of shares beneficially owned by the Board Member in the Funds and in
    all Nuveen funds overseen by each Board Member.
 
The following table sets forth, for each Board Member and for the Board Members
and officers as a group, the number of shares beneficially owned in each Fund as
of December 31, 2004. The information as to beneficial ownership is based on
statements furnished by each trustee/director and officer.
 


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

 
                           12

 


                           FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------------------------------------
                                              INSURED     INSURED     INSURED
                                 NEW YORK    NEW YORK    NEW YORK    NEW YORK                 DIVERSIFIED
BOARD MEMBER NOMINEES              SELECT    DIVIDEND     PREMIUM    TAX-FREE   REAL ESTATE      DIVIDEND
---------------------------------------------------------------------------------------------------------
                                                                            
Robert P. Bremner.............          0           0           0           0            0        13,200
Lawrence H. Brown.............          0           0           0           0        1,000             0
Jack B. Evans.................          0           0           0           0        1,100             0
William C. Hunter.............          0           0           0           0            0             0
David J. Kundert..............          0           0           0           0          N/A           N/A
William J. Schneider..........          0           0           0           0            0           650
Timothy R. Schwertfeger.......          0           0           0           0       25,000             0
Judith M. Stockdale...........          0           0           0           0            0           585
Eugene S. Sunshine............          0           0           0           0            0             0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................          0           0           0           0       30,824        15,805
---------------------------------------------------------------------------------------------------------

 


                               FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
----------------------------------------------------------------------------------------------------------------
                                  PREFERRED       PREFERRED     QUALITY       QUALITY       QUALITY         TAX-
BOARD MEMBER NOMINEES           CONVERTIBLE   CONVERTIBLE 2   PREFERRED   PREFERRED 2   PREFERRED 3   ADVANTAGED
----------------------------------------------------------------------------------------------------------------
                                                                                    
Robert P. Bremner.............       3,500              0             0            0             0       12,500
Lawrence H. Brown.............       1,000              0         1,000        1,000         1,000            0
Jack B. Evans.................       3,500              0             0        8,400             0            0
William C. Hunter.............           0              0             0            0             0            0
David J. Kundert..............           0              0             0            0             0            0
William J. Schneider..........       1,000              0             0            0             0            0
Timothy R. Schwertfeger.......         200              0             0       50,000             0       73,000
Judith M. Stockdale...........           0              0             0            0             0            0
Eugene S. Sunshine............           0              0         2,000        2,000             0            0
ALL BOARD MEMBERS AND OFFICERS
  AS A GROUP..................      10,200          1,000         3,103       61,700         1,000       85,800
----------------------------------------------------------------------------------------------------------------

 
(1) The numbers include share equivalents of certain Nuveen funds in which the
    Board Member is deemed to be invested pursuant to the Deferred Compensation
    Plan for Independent Board Members as more fully described below.
 
On December 31, 2004, Board Members and executive officers as a group
beneficially owned 1,196,807 common shares of all funds managed by the Adviser
(includes deferred units described below) and shares held by the executive
officers in Nuveen's 401(k)/profit sharing plan). Each Board Member's individual
beneficial shareholdings of each Fund constituted less than 1% of the
outstanding shares of each Fund. As of January 24, 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 January 24, 2005, no shareholder beneficially
owned more than 5% of any class of shares of any Fund.
 
Board Member Schwertfeger sold 330,950 shares of Class A Stock of Nuveen on the
New York Stock Exchange since October 1, 2003. Mr. Schwertfeger received
$9,483,036 in exchange for his shares of Nuveen.
 
                           13

 
COMPENSATION
 
For all Nuveen funds, Independent Board Members receive an $85,000 annual
retainer plus (a) a fee of $2,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled board meeting; (c) a fee
of $1,000 per day for attendance in person at an audit committee or compliance,
risk management and regulatory oversight committee meeting where in-person
attendance is required and $500 per day for attendance by telephone or in person
where in-person attendance is not required; (d) a fee of $500 per day for
attendance in person or by telephone for a meeting of the dividend committee;
and (e) a fee of $500 per day for attendance in person at executive committee or
nominating and governance committee meetings on a day on which no regularly
scheduled board meeting is held in which in-person attendance is required and
$250 per day for attendance by telephone or in person at such meetings where
in-person attendance is not required, plus, in each case, expenses incurred in
attending such meetings. In addition to the payments described above, the
chairperson of each committee of the Board (except the dividend committee and
executive committee) receives $5,000 as an addition to the annual retainer paid
to such individuals. When ad hoc committees are organized, the Board may provide
for additional compensation to be paid to the members of such committees. The
annual retainer, fees and expenses are allocated among the funds managed by the
Adviser, on the basis of relative net asset sizes although fund management may,
in its discretion, establish a minimum amount to be allocated to each fund. As
noted above, former Board Members Impellizzeri, Kissick and Sawers retired on
June 30, 2004. These three Board Members received a payment of $75,000 at the
time of their retirement as partial compensation for the earnings they would
have received if they had continued as Independent Board Members until the time
specified in the current retirement policy. The Board Member affiliated with
Nuveen and the Adviser serves without any compensation from the Funds.
 
The boards of certain Nuveen funds (the "Participating Funds") established a
Deferred Compensation Plan for Independent Board Members ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of his or her fees. The funds that are Participating
Funds under the Deferred Compensation Plan are New York Investment, New York
Performance Plus, New York Quality, New York Select, Real Estate, Diversified
Dividend, Preferred Convertible, Preferred Convertible 2, Quality Preferred,
Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged.
 
The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid (including deferred fees) for
service on the boards of the Nuveen open-end and closed-end funds managed by the
Adviser for the calendar year ended 2004. Mr. Schwertfeger, a Board Member who
is an interested person of the Funds, does not receive any compensation from the
Funds or any Nuveen funds.
 
                           14

 


                                 AGGREGATE COMPENSATION FROM THE FUNDS(1)
----------------------------------------------------------------------------------------------------------
                                                            NEW YORK                  NEW YORK
                                 NEW YORK      NEW YORK   INVESTMENT    NEW YORK   PERFORMANCE    NEW YORK
BOARD MEMBER NOMINEES            DIVIDEND    DIVIDEND 2      QUALITY       VALUE          PLUS     QUALITY
----------------------------------------------------------------------------------------------------------
                                                                               
Robert P. Bremner.............       $432         $298         $886         $306         $753       $1,178
Lawrence H. Brown.............        404          279          828          286          703        1,100
Jack B. Evans.................        430          297          885          304          752        1,176
William C. Hunter.............        150          104          310          106          264          412
William J. Schneider..........        441          304          882          312          749        1,172
Judith M. Stockdale...........        389          268          802          275          681        1,065
----------------------------------------------------------------------------------------------------------

 


                                AGGREGATE COMPENSATION FROM THE FUNDS(1)
---------------------------------------------------------------------------------------------------------
                                              INSURED     INSURED     INSURED
                                 NEW YORK    NEW YORK    NEW YORK    NEW YORK                 DIVERSIFIED
BOARD MEMBER NOMINEES              SELECT    DIVIDEND     PREMIUM    TAX-FREE   REAL ESTATE      DIVIDEND
---------------------------------------------------------------------------------------------------------
                                                                            
Robert P. Bremner.............     $1,158        $373        $403        $158       $1,510        $1,092
Lawrence H. Brown.............      1,081         349         377         148        1,276         1,026
Jack B. Evans.................      1,156         371         401         157        1,922           872
William C. Hunter.............        405         130         140          55          840           509
William J. Schneider..........      1,152         380         411         161        1,424         1,106
Judith M. Stockdale...........      1,047         336         363         142        1,385           959
---------------------------------------------------------------------------------------------------------



                            AGGREGATE COMPENSATION FROM THE FUNDS(1)
-------------------------------------------------------------------------------------------------
 
                                     PREFERRED          PREFERRED        QUALITY          QUALITY
BOARD MEMBER NOMINEES           CONVERTIBLE(2)   CONVERTIBLE 2(2)   PREFERRED(2)   PREFERRED 2(2)
-------------------------------------------------------------------------------------------------
                                                                       
Robert P. Bremner.............       $4,227             $5,719          $2,528          $4,857
Lawrence H. Brown.............        4,203              5,697           2,513           4,828
Jack B. Evans.................        4,215              5,688           2,664           5,120
William C. Hunter.............        1,549              2,119             966           1,858
William J. Schneider..........        4,232              5,586           2,528           4,859
Judith M. Stockdale...........        3,853              5,091           2,426           4,662
-------------------------------------------------------------------------------------------------
 

                            AGGREGATE COMPENSATION FROM THE FUNDS(1)
---------------------------------------------------------------------------
                                                                      TOTAL
                                                               COMPENSATION
                                                                FROM NUVEEN
                                                              FUNDS PAID TO
                                       QUALITY         TAX-           BOARD
BOARD MEMBER NOMINEES           PREFERRED 3(2)   ADVANTAGED         MEMBERS
------------------------------  -------------------------------------------
                                                     
Robert P. Bremner.............         $948           $796       $114,167
Lawrence H. Brown.............          943          1,075        112,250
Jack B. Evans.................          995            916        116,125
William C. Hunter.............          363            329         65,875
William J. Schneider..........          942            591        111,667
Judith M. Stockdale...........          906            532        100,700
------------------------------

 
(1) Includes deferred fees. Pursuant to a deferred compensation agreement with
    certain of the Funds, deferred amounts are treated as though an equivalent
    dollar amount has been invested in shares of one or more eligible
 
                           15

 
    Nuveen funds. Total deferred fees for the Funds (including the return from
    the assumed investment in the eligible Nuveen funds) payable are:
 


                                                   DEFERRED FEES
    -----------------------------------------------------------------------------------------------------------
                                                     NEW YORK
                                       NEW YORK   PERFORMANCE   NEW YORK   NEW YORK                 DIVERSIFIED
    BOARD MEMBER NOMINEES            INVESTMENT          PLUS    QUALITY     SELECT   REAL ESTATE      DIVIDEND
    -----------------------------------------------------------------------------------------------------------
                                                                                  
    Robert P. Bremner.............     $134          $114         $179       $176         $245          $178
    Lawrence H. Brown.............        0             0            0          0            0             0
    Jack B. Evans.................      225           191          299        294          510           233
    William C. Hunter.............      310           264          412        405          840           509
    William J. Schneider..........      882           749        1,172      1,152        1,424         1,106
    Judith M. Stockdale...........      222           189          295        290          428           299
    -----------------------------------------------------------------------------------------------------------

 


                                                      DEFERRED FEES
    -----------------------------------------------------------------------------------------------------------------
                                       PREFERRED       PREFERRED     QUALITY       QUALITY       QUALITY         TAX-
    BOARD MEMBER NOMINEES            CONVERTIBLE   CONVERTIBLE 2   PREFERRED   PREFERRED 2   PREFERRED 3   ADVANTAGED
    -----------------------------------------------------------------------------------------------------------------
                                                                                         
    Robert P. Bremner.............       $630           $610          $377         $724         $105          $29
    Lawrence H. Brown.............          0              0             0            0            0            0
    Jack B. Evans.................      1,059          1,002           669        1,286          172           48
    William C. Hunter.............      1,549          2,119           966        1,858          363          130
    William J. Schneider..........      4,232          4,056         2,528        4,859          697          171
    Judith M. Stockdale...........      1,059          1,100           667        1,281          189           40

 


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

 
(2) The compensation from Preferred Convertible, Preferred Convertible 2,
    Quality Preferred, Quality Preferred 2 and Quality Preferred 3 shown in the
    table above are for the fiscal year ended July 31, 2004. The Funds changed
    their fiscal year end to December 31, effective August 1, 2004. The
    aggregate compensation paid to the Board Member nominees from the Funds
    during the fiscal period August 1, 2004 to December 31, 2004 is shown in the
    table below:
 


                                   AGGREGATE COMPENSATION FROM THE FUNDS
    ----------------------------------------------------------------------------------------------------
                                       PREFERRED       PREFERRED     QUALITY       QUALITY       QUALITY
    BOARD MEMBER NOMINEES            CONVERTIBLE   CONVERTIBLE 2   PREFERRED   PREFERRED 2   PREFERRED 3
    ----------------------------------------------------------------------------------------------------
                                                                              
    Robert P. Bremner.............     $1,120         $1,535         $706        $1,356         $265
    Lawrence H. Brown.............        992          1,359          625         1,201          235
    Jack B. Evans.................      1,152          1,579          725         1,394          272
    William C. Hunter.............        912          1,249          574         1,103          215
    William J. Schneider..........      1,071          1,468          675         1,297          253
    Judith M. Stockdale...........        874          1,198          550         1,058          207
    ----------------------------------------------------------------------------------------------------

 


                                               DEFERRED FEES
    ----------------------------------------------------------------------------------------------------
                                       PREFERRED       PREFERRED     QUALITY       QUALITY       QUALITY
    BOARD MEMBER NOMINEES            CONVERTIBLE   CONVERTIBLE 2   PREFERRED   PREFERRED 2   PREFERRED 3
    ----------------------------------------------------------------------------------------------------
                                                                              
    Robert P. Bremner.............       $181           $249         $114          $220          $43
    Lawrence H. Brown.............          0              0            0             0            0
    Jack B. Evans.................        306            420          193           371           72
    William C. Hunter.............        912          1,249          574         1,103          215
    William J. Schneider..........      1,071          1,468          675         1,297          253
    Judith M. Stockdale...........        278            381          175           337           66
    ----------------------------------------------------------------------------------------------------

 
                           16

 
Nuveen maintains charitable contributions programs to encourage the active
support and involvement of individuals in the civic activities of their
community. These programs include a matching contributions program and a direct
contributions program. The Independent Board Members of the funds managed by the
Adviser are eligible to participate in the matching contributions program of
Nuveen. Under the matching contributions program, Nuveen will match the personal
contributions of a Board Member to Section 501(c)(3) organizations up to an
aggregate maximum amount of $10,000 during any calendar year. Under its direct
(non-matching) contributions program, Nuveen makes contributions to qualifying
Section 501(c)(3) organizations, as approved by the Corporate Contributions
Committee of Nuveen. Prior to January 1, 2005, the Independent Board Members
were eligible to submit proposals to the Committee requesting that contributions
be made under this program to Section 501(c)(3) organizations identified by the
Board Member, in an aggregate amount not to exceed $5,000 during any calendar
year. Any contributions made by Nuveen under the direct contributions program
are made solely at the discretion of the Corporate Contributions Committee.
Effective January 1, 2005, Board Members are no longer eligible to submit
proposals to the Committee requesting that contributions be made under the
direct contributions program.
 
COMMITTEES
 
The Board of each Fund has five standing committees:  the executive committee,
the audit committee, the nominating and governance committee, the dividend
committee and the compliance, risk management and regulatory oversight
committee. David J. Kundert and Eugene S. Sunshine will become members of the
committees indicated below when they become Board Members on February 23, 2005.
 
Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve
as members of the executive committee of each Fund. The executive committee,
which meets between regular meetings of the Board, is authorized to exercise all
of the powers of the Board; provided that the scope of the powers of the
executive committee, unless otherwise specifically authorized by the full Board,
is limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative or ministerial
nature. The executive committee of each Fund held no meetings during its last
full fiscal year, except the executive committee of Tax-Advantaged held three
meetings during its last fiscal year. Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3
changed its fiscal year end from July 31 to December 31, effective August 1,
2004. For the fiscal period August 1, 2004 to December 31, 2004, the executive
committee of Preferred Convertible, Preferred Convertible 2, Quality Preferred,
Quality Preferred 2 and Quality Preferred 3 held no meetings.
 
Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current
members of the dividend committee of each Fund. The dividend committee is
authorized to declare distributions on the Fund's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The dividend committee of each New York Fund held four meetings
during its last fiscal year. The dividend committee of Real Estate, Diversified
Dividend and Tax-Advantaged held three meetings during its last fiscal year. The
dividend committee of Preferred Convertible, Quality Preferred, Quality
Preferred 2 and
 
                           17

 
Quality Preferred 3 held five meetings during its last full fiscal year. The
dividend committee of Preferred Convertible 2 held six meetings during its last
full fiscal year. For the fiscal period August 1, 2004 to December 31, 2004, the
dividend committee of Preferred Convertible, Preferred Convertible 2, Quality
Preferred, Quality Preferred 2 and Quality Preferred 3 held one meeting.
 
Lawrence H. Brown, William C. Hunter, William J. Schneider, Chair, Judith M.
Stockdale and, as of February 23, 2005, David J. Kundert are current members of
the compliance, risk management and regulatory oversight committee of each Fund,
except Mr. Kundert is not a member with respect to Real Estate and Diversified
Dividend. The compliance, risk management and regulatory oversight committee is
responsible for the oversight of compliance issues, risk management, and other
regulatory matters affecting the Funds which are not otherwise the jurisdiction
of the other Board committees. As part of its duties regarding compliance
matters, the committee is responsible for the oversight of the Pricing
Procedures of the Funds and the Valuation Group. The compliance, risk management
and regulatory oversight committee of each Fund held four meetings during its
last full fiscal year. For the fiscal period August 1, 2004 to December 31,
2004, the compliance, risk management and regulatory oversight committee of
Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality
Preferred 2 and Quality Preferred 3 held one meeting.
 
Each Fund's Board has an audit committee, established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
composed of Independent Board Members who are "independent" as that term is
defined in the listing standards pertaining to closed-end funds of the New York
Stock Exchange and American Stock Exchange, as applicable. Robert P. Bremner,
Lawrence H, Brown, Jack B. Evans, Chair, William J. Schneider and, as of
February 23, 2005, Eugene S. Sunshine are current members of the audit committee
of each Fund. The audit committee monitors the accounting and reporting policies
and practices of the Funds, the quality and integrity of the financial
statements of the Funds, compliance by the Funds with legal and regulatory
requirements and the independence and performance of the external and internal
auditors. The audit committee reviews the work and any recommendations of the
Funds' independent auditors. Based on such review, it is authorized to make
recommendations to the Board. The Boards adopted an Audit Committee Charter that
conforms to the listing standards of the New York Stock Exchange and American
Stock Exchange. A copy of the Audit Committee Charter is attached to the proxy
statement as Appendix A. The audit committee of each Fund held four meetings
during its last full fiscal year. For the fiscal period August 1, 2004 to
December 31, 2004, the audit committee of Preferred Convertible, Preferred
Convertible 2, Quality Preferred, Quality Preferred 2 and Quality Preferred 3
held one meeting.
 
Each Fund has a nominating and governance committee composed entirely of Board
Members who are not "interested persons" (as that term is defined in the 1940
Act) of the Funds and who are "independent" as defined by New York Stock
Exchange or American Stock Exchange listing standards, as applicable. Robert P.
Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter, William J.
Schneider, Judith M. Stockdale and, as of February 23, 2005, David J. Kundert
and Eugene S. Sunshine are current members of the nominating and governance
committee of each Fund, except Mr. Kundert is not a member with respect to Real
Estate and Diversified Dividend. The purpose of the nominating and governance
committee is to seek, identify and recommend to the Board qualified candidates
for election or appointment to each Fund's Board. In addition, the committee
oversees
 
                           18

 
matters of corporate governance, including the evaluation of Board performance
and processes, and assignment and rotation of committee members, and the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable. The committee operates under a written charter adopted
and approved by the Boards, a copy of which is attached to the proxy statement
as Appendix B. The nominating and governance committee charter is not available
on the Funds' website. The nominating and governance committee of each Fund held
four meetings during its last full fiscal year, except the nominating and
governance committee of Preferred Convertible, Preferred Convertible 2, Quality
Preferred, Quality Preferred 2 and Quality Preferred held three meetings during
its last full fiscal year. For the fiscal period August 1, 2004 to December 31,
2004, the nominating and governance committee of Preferred Convertible,
Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality
Preferred 3 held two meetings.
 
The nominating and governance committee looks to many sources for
recommendations of qualified Board members, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to nominate a candidate to
their Fund's Board should mail information to the attention of Lorna Ferguson,
Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Fund and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged, although there may
be times when the committee is not actively recruiting new Board members. In
those circumstances nominations will be kept on file until active recruitment is
under way.
 
The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as a
non-"interested person" candidate, independence from the Adviser or other
service providers. These experience requirements may vary depending on the
current composition of the Board, since the goal is to ensure an appropriate
range of skills and experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and professional
competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates nominees when the nominee is submitted by a shareholder. The
nominating and governance
 
                           19

 
committee reserves the right to make the final selection regarding the
nomination of any prospective Board member.
 
The Board of each Fund held four regular quarterly meetings and twelve special
meetings during its last fiscal year, except the Boards of Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and
Quality Preferred 3 held three regular quarterly meetings and eight special
meetings during the fiscal year ended July 31, 2004. For the fiscal period
August 1, 2004 to December 31, 2004, the Boards of Preferred Convertible,
Preferred Convertible 2, Quality Preferred, Quality Preferred 2 and Quality
Preferred 3 held two regular quarterly meetings and five special meetings.
During the last fiscal year, each Board Member attended 75% or more of each
Fund's Board meetings and the committee meetings (if a member thereof) held
during the period for which such Board Member was a Board Member. The policy of
the Board relating to attendance by Board Members at annual meetings of the
Funds and the number of Board Members who attended the last Annual Meeting of
Shareholders of each Fund is posted on the Funds' website at
www.nuveen.com/etf/products/fundGovernance.aspx.
 
THE OFFICERS
 
The following table sets forth information as of February 11, 2005 with respect
to each officer other than Mr. Schwertfeger (who is a Board Member and is
included in the table relating to nominees for the Board). Officers receive no
compensation from the Funds. The officers of the Funds are elected by the Board
on an annual basis to serve until successors are elected and qualified.
 
                           20

 


-------------------------------------------------------------------------------------------------------
                                                                                      NUMBER OF
                         POSITION(S)     TERM OF OFFICE AND                           PORTFOLIOS IN
NAME, ADDRESS AND        HELD WITH       LENGTH OF TIME      PRINCIPAL OCCUPATION(S)  FUND COMPLEX
BIRTHDATE                FUND            SERVED*             DURING PAST 5 YEARS      SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
                                                                          
Gifford R. Zimmerman     Chief           Term: Annual        Managing Director               153
333 West Wacker Drive    Administrative  Length of Service:  (since 2002), Assistant
Chicago, IL 60606        Officer         Since 1988          Secretary and Associate
(9/9/56)                                                     General Counsel,
                                                             formerly, Vice
                                                             President of Nuveen
                                                             Investments, LLC;
                                                             Managing Director
                                                             (since 2002), Assistant
                                                             Secretary and Associate
                                                             General Counsel,
                                                             formerly, Vice
                                                             President of Nuveen
                                                             Asset Management;
                                                             Assistant Secretary of
                                                             Nuveen Investments,
                                                             Inc. (since 1994);
                                                             Assistant Secretary of
                                                             NWQ Investment
                                                             Management Company, LLC
                                                             (since 2002); Vice
                                                             President and Assistant
                                                             Secretary of Nuveen
                                                             Investments Advisers
                                                             Inc. (since 2002);
                                                             Managing Director,
                                                             Associate General
                                                             Counsel and Assistant
                                                             Secretary of
                                                             Rittenhouse Asset
                                                             Management, Inc. (since
                                                             2003); previously,
                                                             Managing Director (from
                                                             2002 to 2004), General
                                                             Counsel and Assistant
                                                             Secretary, formerly,
                                                             Vice President of
                                                             Nuveen Advisory Corp.
                                                             and Nuveen
                                                             Institutional Advisory
                                                             Corp.;** Chartered
                                                             Financial Analyst.
Julia L. Antonatos       Vice President  Term: Annual        Managing Director               153
333 West Wacker Drive                    Length of Service:  (since 2005),
Chicago, IL 60606                        Since 2004          previously, Vice
(9/22/63)                                                    President (since 2002),
                                                             formerly, Assistant
                                                             Vice President (since
                                                             1999) of Nuveen
                                                             Investments, LLC;
                                                             Chartered Financial
                                                             Analyst.

 
                           21

 


-------------------------------------------------------------------------------------------------------
                                                                                      NUMBER OF
                         POSITION(S)     TERM OF OFFICE AND                           PORTFOLIOS IN
NAME, ADDRESS AND        HELD WITH       LENGTH OF TIME      PRINCIPAL OCCUPATION(S)  FUND COMPLEX
BIRTHDATE                FUND            SERVED*             DURING PAST 5 YEARS      SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
                                                                          
Michael T. Atkinson      Vice President  Term: Annual        Vice President (since           153
333 West Wacker Drive    and Assistant   Length of Service:  2002), formerly
Chicago, IL 60606        Secretary       Since 2002          Assistant Vice
(2/3/66)                                                     President (from 2000),
                                                             previously, Associate
                                                             of Nuveen Investments,
                                                             LLC.
Peter H. D'Arrigo        Vice President  Term: Annual        Vice President of               153
333 West Wacker Drive    and Treasurer   Length of Service:  Nuveen Investments, LLC
Chicago, IL 60606                        Since 1999          (since 1999); prior
(11/28/67)                                                   thereto, Assistant Vice
                                                             President (from 1997);
                                                             Vice President and
                                                             Treasurer (since 1999)
                                                             of Nuveen Investments,
                                                             Inc.; Vice President
                                                             and Treasurer of Nuveen
                                                             Asset Management (since
                                                             2002) and of Nuveen
                                                             Investments Advisers
                                                             Inc. (since 2002);
                                                             Assistant Treasurer of
                                                             NWQ Investments
                                                             Management Company,
                                                             LLC. (since 2002); Vice
                                                             President and Treasurer
                                                             of Nuveen Rittenhouse
                                                             Asset Management, Inc.
                                                             (since 2003); Vice
                                                             President and Treasurer
                                                             (from 1999 to 2004) of
                                                             Nuveen Advisory Corp.
                                                             and Nuveen
                                                             Institutional Advisory
                                                             Corp.;** Chartered
                                                             Financial Analyst.
Jessica R. Droeger       Vice President  Term: Annual        Vice President (since           153
333 West Wacker Drive    and Secretary   Length of Service:  2002) and Assistant
Chicago, IL 60606                        Since 1998          General Counsel (since
(9/24/64)                                                    1998), formerly
                                                             Assistant Vice
                                                             President (from 1998)
                                                             of Nuveen Investments,
                                                             LLC; Vice President and
                                                             Assistant Secretary
                                                             (since 2005) of Nuveen
                                                             Asset Management; Vice
                                                             President (from 2002 to
                                                             2004) and Assistant
                                                             Secretary (from 1998 to
                                                             2004), formerly,
                                                             Assistant Vice
                                                             President of Nuveen
                                                             Advisory Corp. and
                                                             Nuveen Institutional
                                                             Advisory Corp.**

 
                           22

 


-------------------------------------------------------------------------------------------------------
                                                                                      NUMBER OF
                         POSITION(S)     TERM OF OFFICE AND                           PORTFOLIOS IN
NAME, ADDRESS AND        HELD WITH       LENGTH OF TIME      PRINCIPAL OCCUPATION(S)  FUND COMPLEX
BIRTHDATE                FUND            SERVED*             DURING PAST 5 YEARS      SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
                                                                          
Lorna C. Ferguson        Vice President  Term: Annual        Managing Director               153
333 West Wacker Drive                    Length of Service:  (since 2004),
Chicago, IL 60606                        Since 1998          previously, Vice
(10/24/45)                                                   President of Nuveen
                                                             Investments, LLC;
                                                             previously, Managing
                                                             Director (2004),
                                                             formerly, Vice
                                                             President of Nuveen
                                                             Advisory Corp. and
                                                             Nuveen Institutional
                                                             Advisory Corp.**
William M. Fitzgerald    Vice President  Term: Annual        Managing Director of            153
333 West Wacker Drive                    Length of Service:  Nuveen Asset Management
Chicago, IL 60606                        Since 1995          (since 2001); Vice
(3/2/64)                                                     President of Nuveen
                                                             Investments Advisers
                                                             Inc. (since 2002);
                                                             Managing Director (from
                                                             2001 to 2004),
                                                             formerly, Vice
                                                             President of Nuveen
                                                             Advisory Corp. and
                                                             Nuveen Institutional
                                                             Advisory Corp.;**
                                                             Chartered Financial
                                                             Analyst.
Stephen D. Foy           Vice President  Term: Annual        Vice President (since           153
333 West Wacker Drive    and Controller  Length of Service:  1993) and Funds
Chicago, IL 60606                        Since 1993          Controller (since 1998)
(5/31/54)                                                    of Nuveen Investments,
                                                             LLC; Vice President
                                                             (since 1998) and
                                                             formerly, Funds
                                                             Controller of Nuveen
                                                             Investments, Inc.;
                                                             Certified Public
                                                             Accountant.
James D. Grassi          Vice President  Term: Annual        Vice President and              153
333 West Wacker Drive    and Chief       Length of Service:  Deputy Director of
Chicago, IL 60606        Compliance      Since 2004          Compliance (since 2004)
(4/13/56)                Officer                             of Nuveen Investments,
                                                             LLC, Nuveen Investments
                                                             Advisers Inc., Nuveen
                                                             Asset Management and
                                                             Rittenhouse Asset
                                                             Management, Inc.;
                                                             previously, Vice
                                                             President and Deputy
                                                             Director of Compliance
                                                             (2004) of Nuveen
                                                             Advisory Corp. and
                                                             Nuveen Institutional
                                                             Advisory Corp.;**
                                                             formerly, Senior
                                                             Attorney (1994-2004),
                                                             The Northern Trust
                                                             Company.

 
                           23

 


-------------------------------------------------------------------------------------------------------
                                                                                      NUMBER OF
                         POSITION(S)     TERM OF OFFICE AND                           PORTFOLIOS IN
NAME, ADDRESS AND        HELD WITH       LENGTH OF TIME      PRINCIPAL OCCUPATION(S)  FUND COMPLEX
BIRTHDATE                FUND            SERVED*             DURING PAST 5 YEARS      SERVED BY OFFICER
-------------------------------------------------------------------------------------------------------
                                                                          
David J. Lamb            Vice President  Term: Annual        Vice President of               153
333 West Wacker Drive                    Length of Service:  Nuveen Investments, LLC
Chicago, IL 60606                        Since 2000          (since 2000); prior
(3/22/63)                                                    thereto, Assistant Vice
                                                             President (from 1999);
                                                             formerly Associate of
                                                             Nuveen Investments,
                                                             LLC; Certified Public
                                                             Accountant.
Tina M. Lazar            Vice President  Term: Annual        Vice President of               153
333 West Wacker Drive                    Length of Service:  Nuveen Investments, LLC
Chicago, IL 60606                        Since 2002          (since 1999); prior
(8/27/61)                                                    thereto, Assistant Vice
                                                             President (since 1993)
                                                             of Nuveen Investments,
                                                             LLC.
Larry W. Martin          Vice President  Term: Annual        Vice President,                 153
333 West Wacker Drive    and Assistant   Length of Service:  Assistant Secretary and
Chicago, IL 60606        Secretary       Since 1988          Assistant General
(7/27/51)                                                    Counsel of Nuveen
                                                             Investments, LLC; Vice
                                                             President, Assistant
                                                             General Counsel and
                                                             Assistant Secretary of
                                                             Nuveen Investments,
                                                             Inc.; Vice President
                                                             (since 2005) and
                                                             Assistant Secretary
                                                             (since 1997) of Nuveen
                                                             Asset Management; Vice
                                                             President (since 2000),
                                                             Assistant Secretary and
                                                             Assistant General
                                                             Counsel (since 1998) of
                                                             Rittenhouse Asset
                                                             Management, Inc.; Vice
                                                             President and Assistant
                                                             Secretary of Nuveen
                                                             Investments Advisers
                                                             Inc. (since 2002);
                                                             Assistant Secretary of
                                                             NWQ Investment
                                                             Management Company,
                                                             LLC. (since 2002);
                                                             previously, Vice
                                                             President and Assistant
                                                             Secretary of Nuveen
                                                             Advisory Corp. and
                                                             Nuveen Institutional
                                                             Advisory Corp.**

 
--------------------------------------------------------------------------------
 
 * Length of Service indicates the year the individual became an officer of a
   fund in the Nuveen fund complex.
** Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
   reorganized into Nuveen Asset Management, effective January 1, 2005.
 
                           24

 
AUDIT COMMITTEE REPORT
 
The audit committee of the Board is responsible for assisting the Board in
monitoring (1) the accounting and reporting policies and procedures of each
Fund, (2) the quality and integrity of the Funds' financial statements, (3) each
Fund's compliance with regulatory requirements, and (4) the independence and
performance of each Fund's independent and internal auditors. Among other
responsibilities, the committee reviews, in its oversight capacity, each Fund's
annual financial statements with both management and the independent auditors
and the committee meets periodically with the independent and internal auditors
to consider their evaluation of each Fund's financial and internal controls. The
committee also selects, retains, evaluates and may replace each Fund's
independent auditors and determines their compensation, subject to ratification
of the Board, if required. The committee is currently composed of four Board
Members. When Mr. Sunshine becomes a member of each Fund's Board on February 23,
2005, the committee will be composed of five Board Members. The committee
operates under a written charter adopted and approved by the Board, a copy of
which is attached as Appendix A. Each committee member is "independent" as
defined by New York Stock Exchange or American Stock Exchange listing standards,
as applicable.
 
The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The committee has
reviewed and discussed the Funds' audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees). Each Fund's independent auditors
provided to the committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the committee discussed with representatives of the independent auditors
their firm's independence. As provided in the Audit Committee Charter, it is not
the committee's responsibility to determine, and the considerations and
discussions referenced above do not ensure, that each Fund's financial
statements are complete and accurate and presented in accordance with generally
accepted accounting principles.
 
Based on the committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the committee, the committee has recommended that the
Board include the audited financial statements in each Fund's Annual Report.
 
At the time the recommendation was made, the members of the committee were:
 
Robert P. Bremner
Lawrence H. Brown
Jack B. Evans
William J. Schneider
 
                           25

 
AUDIT AND RELATED FEES. The following table provides the aggregate fees billed
by Ernst & Young LLP during each Fund's last two fiscal years (i) to each Fund
for services provided to the Fund and (ii) to the Adviser and certain entities
controlling, controlled by, or under common control with the Adviser that
provide ongoing services to each Fund ("Adviser Entities") for engagements
directly related to the operations and financial reporting of each Fund.


-----------------------------------------------------------------------------------------------------------------------
                                 AUDIT FEES(1)               AUDIT RELATED FEES(2)                          TAX FEES(3)
                             -----------------   ---------------------------------   ----------------------------------
                                                                      ADVISERS AND                         ADVISERS AND
                                                                           ADVISER                              ADVISER
                                          FUND              FUND          ENTITIES               FUND          ENTITIES
                             -----------------   ---------------   ---------------   ----------------   ---------------
                              FISCAL    FISCAL   FISCAL   FISCAL   FISCAL   FISCAL    FISCAL   FISCAL   FISCAL   FISCAL
                                YEAR      YEAR     YEAR     YEAR     YEAR     YEAR      YEAR     YEAR     YEAR     YEAR
                               ENDED     ENDED    ENDED    ENDED    ENDED    ENDED     ENDED    ENDED    ENDED    ENDED
                                2003      2004     2003     2004     2003     2004      2003     2004     2003     2004
-----------------------------------------------------------------------------------------------------------------------
                                                                                   
New York Dividend..........   $9,012   $10,148       $0       $0       $0       $0      $392     $364       $0       $0
New York Dividend 2........    7,773     8,680        0        0        0        0       379    1,192        0        0
New York Investment
  Quality..................   13,290    15,050        0        0        0        0       436      364        0        0
New York Value.............    7,881     8,746        0        0        0        0       380      364        0        0
New York Performance
  Plus.....................   12,020    13,628        0        0        0        0       423      364        0        0
New York Quality...........   16,003    18,257        0        0        0        0       464      364        0        0
New York Select............   15,772    18,041        0        0        0        0       462      364        0        0
Insured New York
  Dividend.................    8,482     9,504        0        0        0        0       386    1,399        0        0
Insured New York Premium...    8,770     9,816        0        0        0        0       389      364        0        0
Insured New York
  Tax-Free.................   11,550     7,143        0        0        0        0        12      364        0        0
Real Estate(5).............   15,677    18,000        0        0        0        0    10,170    3,800        0        0
Diversified Dividend.......    6,300    25,000        0        0        0        0         0      785        0        0
Preferred Convertible(6)...    6,300    18,139        0        0        0        0         0    7,549        0        0
Preferred Convertible
  2(6).....................    6,300    21,861        0        0        0        0         0   10,296        0        0
 

---------------------------  ---------------------------------
                                             ALL OTHER FEES(4)
                             ---------------------------------
                                                  ADVISERS AND
                                                       ADVISER
                                        FUND          ENTITIES
                             ---------------   ---------------
                             FISCAL   FISCAL   FISCAL   FISCAL
                               YEAR     YEAR     YEAR     YEAR
                              ENDED    ENDED    ENDED    ENDED
                               2003     2004     2003     2004
---------------------------  ---------------------------------
                                            
New York Dividend..........  $2,300   $2,500       $0       $0
New York Dividend 2........   2,300    2,500        0        0
New York Investment
  Quality..................   2,300    2,500        0        0
New York Value.............       0        0        0        0
New York Performance
  Plus.....................   2,300    2,500        0        0
New York Quality...........   2,300    2,500        0        0
New York Select............   2,300    2,500        0        0
Insured New York
  Dividend.................   2,300    2,500        0        0
Insured New York Premium...   2,300    2,500        0        0
Insured New York
  Tax-Free.................     900    2,500        0        0
Real Estate(5).............   3,250    3,550        0        0
Diversified Dividend.......       0      900        0        0
Preferred Convertible(6)...       0    3,450        0        0
Preferred Convertible
  2(6).....................       0    2,600        0        0

 
                           26



-----------------------------------------------------------------------------------------------------------------------
                                 AUDIT FEES(1)               AUDIT RELATED FEES(2)                          TAX FEES(3)
                             -----------------   ---------------------------------   ----------------------------------
                                                                      ADVISERS AND                         ADVISERS AND
                                                                           ADVISER                              ADVISER
                                          FUND              FUND          ENTITIES               FUND          ENTITIES
                             -----------------   ---------------   ---------------   ----------------   ---------------
                              FISCAL    FISCAL   FISCAL   FISCAL   FISCAL   FISCAL    FISCAL   FISCAL   FISCAL   FISCAL
                                YEAR      YEAR     YEAR     YEAR     YEAR     YEAR      YEAR     YEAR     YEAR     YEAR
                               ENDED     ENDED    ENDED    ENDED    ENDED    ENDED     ENDED    ENDED    ENDED    ENDED
                                2003      2004     2003     2004     2003     2004      2003     2004     2003     2004
-----------------------------------------------------------------------------------------------------------------------
                                                                                   
Quality Preferred(6).......  $30,047   $17,026       $0       $0       $0       $0    $2,705   $4,740       $0       $0
Quality Preferred 2(6).....   11,550    26,088        0        0        0        0     4,475    9,098        0        0
Quality Preferred 3(6).....    8,400    10,886        0        0        0        0         0    1,788        0        0
Tax-Advantaged.............      N/A    20,000      N/A        0      N/A        0       N/A        0      N/A        0
 

---------------------------  ---------------------------------
                                             ALL OTHER FEES(4)
                             ---------------------------------
                                                  ADVISERS AND
                                                       ADVISER
                                        FUND          ENTITIES
                             ---------------   ---------------
                             FISCAL   FISCAL   FISCAL   FISCAL
                               YEAR     YEAR     YEAR     YEAR
                              ENDED    ENDED    ENDED    ENDED
                               2003     2004     2003     2004
---------------------------  ---------------------------------
                                            
Quality Preferred(6).......  $2,400   $3,450       $0       $0
Quality Preferred 2(6).....   2,013    3,450        0        0
Quality Preferred 3(6).....     850    3,450        0        0
Tax-Advantaged.............     N/A       15      N/A        0

 
--------------------------------------------------------------------------------
 
(1) "Audit Fees" are the aggregate fees billed for professional services for the
    audit of the Fund's annual financial statements and services provided in
    connection with statutory and regulatory filings or engagements.
 
(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
    services reasonably related to the performance of the audit or review of
    financial statements and are not reported under "Audit Fees."
 
(3) "Tax Fees" are the aggregate fees billed for professional services for tax
    advice, tax compliance and tax planning.
 
(4) "All Other Fees" are the aggregate fees billed for products and services
    other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
 
(5) Real Estate changed its fiscal year end from October 31 to December 31,
    effective November 1, 2003. The amounts shown above are for the fiscal years
    November 1, 2002 to October 31, 2003 and January 1, 2004 to December 31,
    2004. For the fiscal period November 1, 2003 to December 31, 2003, the
    following fees were billed to the Fund: Audit Fees of $6,300; Audit Related
    Fees of $0; Tax Fees of $0; and All Other Fees of $850. During the same
    period, no fees were billed by Ernst & Young LLP to the Adviser and Adviser
    Entities for engagements directly related to the operations and financial
    reporting of the Fund.
 
                           27

 
(6) Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality
    Preferred 2 and Quality Preferred 3 changed their fiscal year end from July
    31 to December 31, effective August 1, 2004. The amounts shown above are for
    the fiscal years ended July 31, 2003 and July 31, 2004. For the fiscal
    period August 1, 2004 to December 31, 2004, the following fees were billed:
 


                              AUDIT FEES     AUDIT RELATED FEES              TAX FEES                 ALL OTHER FEES
                              ----------   -----------------------   -------------------------   -------------------------
                                                       ADVISER AND                 ADVISER AND                 ADVISER AND
                                    FUND   FUND   ADVISER ENTITIES     FUND   ADVISER ENTITIES     FUND   ADVISER ENTITIES
    ----------------------------------------------------------------------------------------------------------------------
                                                                                     
    Preferred Convertible...   $18,139      $0           $0            $855          $0          $1,800          $0
    Preferred Convertible
      2.....................    21,861       0            0             894           0           1,800           0
    Quality Preferred.......    17,026       0            0           2,272           0           1,800           0
    Quality Preferred 2.....    26,088       0            0           3,676           0           1,800           0
    Quality Preferred 3.....    10,886       0            0           1,321           0           1,800           0

 
NON-AUDIT FEES. The following table provides the aggregate non-audit fees billed
by Ernst & Young LLP for services rendered to each Fund, the Adviser and the
Adviser Entities during each Fund's last two fiscal years.


                                                                      TOTAL NON-AUDIT FEES
                                                                    BILLED TO ADVISERS AND
                                                                          ADVISER ENTITIES
                                                                      (ENGAGEMENTS RELATED        TOTAL NON-AUDIT FEES
                                                                           DIRECTLY TO THE      BILLED TO ADVISERS AND
                                          TOTAL NON-AUDIT FEES    OPERATIONS AND FINANCIAL            ADVISER ENTITIES
                                                BILLED TO FUND          REPORTING OF FUND)     (ALL OTHER ENGAGEMENTS)
                                     -------------------------   -------------------------   -------------------------
                                     FISCAL YEAR   FISCAL YEAR   FISCAL YEAR   FISCAL YEAR   FISCAL YEAR   FISCAL YEAR
FUND                                  ENDED 2003    ENDED 2004    ENDED 2003    ENDED 2004    ENDED 2003    ENDED 2004
----------------------------------------------------------------------------------------------------------------------
                                                                                         
New York Dividend..................      $2,692        $2,864            $0            $0            $0            $0
New York Dividend 2................       2,679         3,692             0             0             0             0
New York Investment Quality........       2,736         2,864             0             0             0             0
New York Value.....................         380           364             0             0             0             0
New York Performance Plus..........       2,723         2,864             0             0             0             0
New York Quality...................       2,764         2,864             0             0             0             0
 

 
                                                         TOTAL
                                     -------------------------
                                     FISCAL YEAR   FISCAL YEAR
FUND                                  ENDED 2003    ENDED 2004
-----------------------------------  -------------------------
                                             
New York Dividend..................      $2,692        $2,864
New York Dividend 2................       2,679         3,692
New York Investment Quality........       2,736         2,864
New York Value.....................         380           364
New York Performance Plus..........       2,723         2,864
New York Quality...................       2,764         2,864

 
                           28



                                                                      TOTAL NON-AUDIT FEES
                                                                    BILLED TO ADVISERS AND
                                                                          ADVISER ENTITIES
                                                                      (ENGAGEMENTS RELATED        TOTAL NON-AUDIT FEES
                                                                           DIRECTLY TO THE      BILLED TO ADVISERS AND
                                          TOTAL NON-AUDIT FEES    OPERATIONS AND FINANCIAL            ADVISER ENTITIES
                                                BILLED TO FUND          REPORTING OF FUND)     (ALL OTHER ENGAGEMENTS)
                                     -------------------------   -------------------------   -------------------------
                                     FISCAL YEAR   FISCAL YEAR   FISCAL YEAR   FISCAL YEAR   FISCAL YEAR   FISCAL YEAR
FUND                                  ENDED 2003    ENDED 2004    ENDED 2003    ENDED 2004    ENDED 2003    ENDED 2004
----------------------------------------------------------------------------------------------------------------------
                                                                                         
New York Select....................      $2,762        $2,864            $0            $0            $0            $0
Insured New York Dividend..........       2,686         3,899             0             0             0             0
Insured New York Premium...........       2,689         2,864             0             0             0             0
Insured New York Tax-Free..........         912         2,864             0             0             0             0
Real Estate(1).....................      13,420         7,350             0             0             0             0
Diversified Dividend...............           0         1,685             0             0             0             0
Preferred Convertible(2)...........           0        10,999             0             0             0             0
Preferred Convertible 2(2).........           0        12,896             0             0             0             0
Quality Preferred(2)...............       5,105         8,190             0             0             0             0
Quality Preferred 2(2).............       6,488        12,548             0             0             0             0
Quality Preferred 3(2).............         850         5,238             0             0             0             0
Tax-Advantaged.....................         N/A            15           N/A             0           N/A             0
 

 
                                                         TOTAL
                                     -------------------------
                                     FISCAL YEAR   FISCAL YEAR
FUND                                  ENDED 2003    ENDED 2004
-----------------------------------  -------------------------
                                             
New York Select....................      $2,762        $2,864
Insured New York Dividend..........       2,686         3,899
Insured New York Premium...........       2,689         2,864
Insured New York Tax-Free..........         912         2,864
Real Estate(1).....................      13,420         7,350
Diversified Dividend...............           0         1,685
Preferred Convertible(2)...........           0        10,999
Preferred Convertible 2(2).........           0        12,896
Quality Preferred(2)...............       5,105         8,190
Quality Preferred 2(2).............       6,488        12,548
Quality Preferred 3(2).............         850         5,238
Tax-Advantaged.....................         N/A            15

 
--------------------------------------------------------------------------------
 
(1) Real Estate changed its fiscal year end from October 31 to December 31,
    effective November 1, 2003. The amounts shown above are for the fiscal years
    November 1, 2002 to October 31, 2003 and January 1, 2004 to December 31,
    2004. For the fiscal period November 1, 2003 to December 31, 2003, the Fund
    was billed Non-Audit Fees of $850. During the same period, no non-audit fees
    were billed by Ernst & Young LLP to the Adviser and Adviser Entities.
 
                           29

 
(2) Preferred Convertible, Preferred Convertible 2, Quality Preferred, Quality
    Preferred 2 and Quality Preferred 3 changed their fiscal year end from July
    31 to December 31, effective August 1, 2004. The amounts shown above are for
    the fiscal years ended July 31, 2003 and July 31, 2004. For the fiscal
    period August 1, 2004 to December 1, 2004, the following fees were billed.
 


                                                       TOTAL NON-AUDIT FEES
                                                      BILLED TO ADVISER AND
                                                         ADVISER ENTITIES
                                                       (ENGAGEMENTS RELATED      TOTAL NON-AUDIT FEES
                                                         DIRECTLY TO THE         BILLED TO ADVISER AND
                              TOTAL NON-AUDIT FEES   OPERATIONS AND FINANCIAL      ADVISER ENTITIES
    FUND                         BILLED TO FUND         REPORTING OF FUND)      (ALL OTHER ENGAGEMENTS)   TOTAL
    ------------------------------------------------------------------------------------------------------------
                                                                                              
    Preferred Convertible...         $2,655                     $0                        $0              $2,655
    Preferred Convertible
      2.....................          2,694                      0                         0               2,694
    Quality Preferred.......          4,072                      0                         0               4,072
    Quality Preferred 2.....          5,476                      0                         0               5,476
    Quality Preferred 3.....          3,121                      0                         0               3,121

 
                           30

 
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent auditor's engagements (i) with
the Fund for audit or non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates directly to the
operations and financial reporting of the Fund. Regarding tax and research
projects conducted by the independent auditors for each Fund and the Adviser and
Adviser Entities (with respect to the operations and financial reporting of each
Fund), such engagements will be (i) pre-approved by the audit committee if they
are expected to be for amounts greater than $10,000; (ii) reported to the audit
committee chairman for his verbal approval prior to engagement if they are
expected to be for amounts under $10,000 but greater than $5,000; and (iii)
reported to the audit committee at the next audit committee meeting if they are
expected to be for an amount under $5,000.
 
For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the
audit committee approved in advance all audit services and non-audit services
that Ernst & Young LLP provided to each Fund and to the Adviser and Adviser
Entities (with respect to the operations and financial reporting of each Fund).
None of the services rendered by Ernst & Young LLP to each Fund or the Adviser
or Adviser Entities were pre-approved by the audit committee pursuant to the
pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X. The audit committee has considered whether the provision of
non-audit services rendered by Ernst & Young LLP to the Adviser and Adviser
Entities that were not required to be pre-approved by the audit committee is
compatible with maintaining Ernst & Young LLP's independence.
 
APPOINTMENT OF INDEPENDENT AUDITORS
 
Each Board has appointed Ernst & Young LLP, independent registered public
accounting firm, as independent auditors to audit the books and records of each
Fund for its fiscal year. A representative of Ernst & Young LLP will be present
at the Annual Meetings to make a statement, if such representative so desires,
and to respond to shareholders' questions. Ernst & Young LLP has informed each
Fund that it has no direct or indirect material financial interest in each Fund,
Nuveen, the Adviser or any other investment company sponsored by Nuveen.
 
SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE
 
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board
Members and officers, the investment adviser, affiliated persons of the
investment adviser and persons who own more than 10% of a registered class of a
Fund's equity securities to file forms reporting their affiliation with that
Fund and reports of ownership and changes in ownership of that Fund's shares
with the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange or American Stock Exchange, as applicable. These persons and entities
are required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that its Board Members and officers, investment adviser and
affiliated persons of the investment adviser have complied with all applicable
Section 16(a) filing requirements during its last fiscal year, except that with
respect to Real Estate, Mr. Schwertfeger made two late filings on Form 4. To the
knowledge of management of the Funds, no shareholder of a Fund owns more than
10% of a registered class of a Fund's equity securities.
 
                           31

 
INFORMATION ABOUT THE ADVISER
 
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves
as investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Founded in
1898, Nuveen and its affiliates had $115 billion of assets under management as
of December 31, 2004. Nuveen is a publicly-traded company and a majority-owned
subsidiary of The St. Paul Travelers Companies, Inc., 385 Washington Street, St.
Paul, Minnesota 55102, a publicly-traded company that is principally engaged in
providing property-liability insurance through subsidiaries.
 
SHAREHOLDER PROPOSALS
 
To be considered for presentation at the annual meeting of shareholders of the
Funds to be held in 2006, a shareholder proposal submitted pursuant to Rule
14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West
Wacker Drive, Chicago, Illinois 60606, not later than October 20, 2005. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than January 3, 2006. Timely
submission of a proposal does not mean that such proposal will be included in a
proxy statement.
 
SHAREHOLDER COMMUNICATIONS
 
Fund shareholders who want to communicate with the Board or any individual Board
Member should write their Fund to the attention of Lorna Ferguson, Manager of
Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. The letter should indicate that you are a Fund shareholder. If
the communication is intended for a specific Board Member and so indicates it
will be sent only to that Board Member. If a communication does not indicate a
specific Board Member it will be sent to the chair of the nominating and
governance committee and the outside counsel to the Independent Board Members
for further distribution as deemed appropriate by such persons.
 
EXPENSES OF PROXY SOLICITATION
 
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter 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 Fund, except Real Estate, Diversified
Dividend, Preferred Convertible, Preferred Convertible 2, Quality Preferred,
Quality Preferred 2, Quality Preferred 3 and Tax-Advantaged was September 30,
2004. The last fiscal year end for Real Estate, Diversified Dividend, Preferred
Convertible, Preferred Convertible 2, Quality Preferred, Quality Preferred 2,
Quality Preferred 3 and Tax-Advantaged was December 31, 2004. The fiscal year
 
                           32

 
end of Preferred Convertible, Preferred Convertible 2, Quality Preferred,
Quality Preferred 2 and Quality Preferred 3 changed from July 31 to December 31,
effective August 1, 2004.
 
ANNUAL REPORT DELIVERY
 
Annual reports will be sent to shareholders of record of each Fund following
each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of
its annual report and/or semi-annual report as available upon request. Such
written or oral requests should be directed to such Fund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
 
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
 
GENERAL
 
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at the Annual Meetings. However,
if other matters are properly presented to the Annual Meetings for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the Fund.
 
A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of the Annual Meeting.
 
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Fund's By-Laws, an adjournment of
a meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.
 
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
 
Jessica R. Droeger
Vice President and Secretary
 
February 17, 2005
 
                           33

 
                                                                      APPENDIX A
 
                     NUVEEN MANAGEMENT INVESTMENT COMPANIES
 
                            AUDIT COMMITTEES CHARTER
 
                             Revised February, 2004
 
ORGANIZATION AND MEMBERSHIP
 
There shall be a committee of each Board of Directors/Trustees (the "Board") of
the Nuveen Management Investment Companies (the "Funds" or, individually, a
"Fund") to be known as the Audit Committee. The Audit Committee shall be
comprised of at least three Directors/Trustees. Audit Committee members shall be
independent of the Funds and free of any relationship that, in the opinion of
the Directors/Trustees, would interfere with their exercise of independent
judgment as an Audit Committee member. In particular, each member must meet the
independence and experience requirements applicable to the Funds of the New York
Stock Exchange, the American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Each such member of the
Audit Committee shall have a basic understanding of finance and accounting, be
able to read and understand fundamental financial statements, and be financially
literate, and at least one such member shall have accounting or related
financial management expertise, in each case as determined by the
Directors/Trustees, exercising their business judgment (this person may also
serve as the Audit Committee's "financial expert" as defined by the Commission).
The Board shall appoint the members and the Chairman of the Audit Committee, on
the recommendation of the Nominating and Governance Committee. The Audit
Committee shall meet periodically but in any event no less frequently than on a
semi-annual basis. Except for the Funds, Audit Committee members shall not serve
simultaneously on the audit committees of more than two other public companies.
 
STATEMENT OF POLICY, PURPOSE AND PROCESSES
 
The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds, (2) the quality and integrity of the
financial statements of the Funds, (3) the Funds' compliance with legal and
regulatory requirements, and (4) the independent auditors' qualifications,
performance and independence. In doing so, the Audit Committee shall seek to
maintain free and open means of communication among the Directors/Trustees, the
independent auditors, the internal auditors and the management of the Funds. The
Audit Committee shall meet periodically with Fund management, the Funds'
internal auditor, and the Funds' independent auditors, in separate executive
sessions. The Audit Committee shall prepare reports of the Audit Committee as
required by the Commission to be included in the Fund's annual proxy statements
or otherwise.
 
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit
 
                                       A-1

 
Committee for compensation to independent auditors engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for a Fund, compensation to advisers employed by the Audit Committee,
and ordinary administrative expenses of the Audit Committee that are necessary
or appropriate in carrying out its duties, as determined in its discretion. The
Audit Committee may request any officer or employee of Nuveen Investments, Inc.
(or its affiliates) (collectively, "Nuveen") or the Funds' independent auditors
or outside counsel to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee. The Funds' independent
auditors and internal auditors shall have unrestricted accessibility at any time
to Committee members.
 
RESPONSIBILITIES
 
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.
 
The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required. The Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.
 
The Audit Committee is responsible for the following:
 
     With respect to Fund financial statements:
 
        1. Reviewing and discussing the annual audited financial statements and
           semi-annual financial statements with Fund management and the
           independent auditors including major issues regarding accounting and
           auditing principles and practices, and the Funds' disclosures in its
           periodic reports under "Management's Discussion and Analysis."
 
        2. Requiring the independent auditors to deliver to the Chairman of the
           Audit Committee a timely report on any issues relating to the
           significant accounting policies, management judgments and accounting
           estimates or other matters that would need to be communicated under
           Statement on Auditing Standards (SAS) No. 90, Audit Committee
           Communications (which amended SAS No. 61, Communication with Audit
           Committees), that arise during the auditors' review of the Funds'
           financial statements, which information the Chairman shall further
           communicate to the other members of the Audit Committee, as deemed
           necessary or appropriate in the Chairman's judgment.
 
        3. Discussing with management the Funds' press releases regarding
           financial results and dividends, as well as financial information and
           earnings guidance provided to analysts and rating agencies. This
           discussion may be done generally, consisting of discussing the types
           of information to be disclosed and the types of presentations to be
           made. The Chairman of the Audit Committee
 
                                       A-2

 
           shall be authorized to have these discussions with management on
           behalf of the Audit Committee.
 
        4. Discussing with management and the independent auditors (a)
           significant financial reporting issues and judgments made in
           connection with the preparation and presentation of the Funds'
           financial statements, including any significant changes in the Funds'
           selection or application of accounting principles and any major
           issues as to the adequacy of the Funds' internal controls and any
           special audit steps adopted in light of material control
           deficiencies, and (b) analyses prepared by Fund management and/or the
           independent auditor setting forth significant financial reporting
           issues and judgments made in connection with the preparation of the
           financial statements, including analyses of the effects of
           alternative GAAP methods on the financial statements.
 
        5. Discussing with management and the independent auditors the effect of
           regulatory and accounting initiatives on the Funds' financial
           statements.
 
        6. Reviewing and discussing reports, both written and oral, from the
           independent auditors and/or Fund management regarding (a) all
           critical accounting policies and practices to be used; (b) all
           alternative treatments of financial information within generally
           accepted accounting principles that have been discussed with
           management, ramifications of the use of such alternative treatments
           and disclosures, and the treatment preferred by the independent
           auditors; and (c) other material written communications between the
           independent auditors and management, such as any management letter or
           schedule of unadjusted differences.
 
        7. Discussing with Fund management the Funds' major financial risk
           exposures and the steps management has taken to monitor and control
           these exposures, including the Funds' risk assessment and risk
           management policies and guidelines. In fulfilling its obligations
           under this paragraph, the Audit Committee may review in a general
           manner the processes other Board committees have in place with
           respect to risk assessment and risk management.
 
        8. Reviewing disclosures made to the Audit Committee by the Funds'
           principal executive officer and principal financial officer during
           their certification process for the Funds' periodic reports about any
           significant deficiencies in the design or operation of internal
           controls or material weaknesses therein and any fraud involving
           management or other employees who have a significant role in the
           Funds' internal controls.
 
     With respect to the independent auditors:
 
        1. Selecting, appointing, retaining or replacing the independent
           auditors, subject, if applicable, only to Board and shareholder
           ratification; and compensating, evaluating and overseeing the work of
           the independent auditor (including the resolution of disagreements
           between Fund management and the independent auditor regarding
           financial reporting).
 
                                       A-3

 
        2. Meeting with the independent auditors and Fund management to review
           the scope, fees, audit plans and staffing for the audit, for the
           current year. At the conclusion of the audit, reviewing such audit
           results, including the independent auditors' evaluation of the Funds'
           financial and internal controls, any comments or recommendations of
           the independent auditors, any audit problems or difficulties and
           management's response, including any restrictions on the scope of the
           independent auditor's activities or on access to requested
           information, any significant disagreements with management, any
           accounting adjustments noted or proposed by the auditor but not made
           by the Fund, any communications between the audit team and the audit
           firm's national office regarding auditing or accounting issues
           presented by the engagement, any significant changes required from
           the originally planned audit programs and any adjustments to the
           financial statements recommended by the auditors.
 
        3. Pre-approving all audit services and permitted non-audit services,
           and the terms thereof, to be performed for the Funds by their
           independent auditors, subject to the de minimis exceptions for
           non-audit services described in Section 10A of the Exchange Act that
           the Audit Committee approves prior to the completion of the audit, in
           accordance with any policies or procedures relating thereto as
           adopted by the Board or the Audit Committee. The Chairman of the
           Audit Committee shall be authorized to give pre-approvals of such
           non-audit services on behalf of the Audit Committee.
 
        4. Obtaining and reviewing a report or reports from the independent
           auditors at least annually (including a formal written statement
           delineating all relationships between the auditors and the Funds
           consistent with Independent Standards Board Standard 1, as may be
           amended, restated, modified or replaced) regarding (a) the
           independent auditor's internal quality-control procedures; (b) any
           material issues raised by the most recent internal quality-control
           review, or peer review, of the firm, or by any inquiry or
           investigation by governmental or professional authorities within the
           preceding five years, respecting one or more independent audits
           carried out by the firm; (c) any steps taken to deal with any such
           issues; and (d) all relationships between the independent auditor and
           the Funds and their affiliates, in order to assist the Audit
           committee in assessing the auditor's independence. After reviewing
           the foregoing report[s] and the independent auditor's work throughout
           the year, the Audit Committee shall be responsible for evaluating the
           qualifications, performance and independence of the independent
           auditor and their compliance with all applicable requirements for
           independence and peer review, and a review and evaluation of the lead
           partner, taking into account the opinions of Fund management and the
           internal auditors, and discussing such reports with the independent
           auditors. The Audit Committee shall present its conclusions with
           respect to the independent auditor to the Board.
 
        5. Reviewing any reports from the independent auditors mandated by
           Section 10A(b) of the Exchange Act regarding any illegal act detected
           by the independent auditor (whether or not perceived to have a
           material effect on the Funds' financial statements) and obtaining
           from the independent auditors any information about illegal acts in
           accordance with Section 10A(b).
 
                                       A-4

 
        6. Ensuring the rotation of the lead (or coordinating) audit partner
           having primary responsibility for the audit and the audit partner
           responsible for reviewing the audit as required by law, and further
           considering the rotation of the independent auditor firm itself.
 
        7. Establishing and recommending to the Board for ratification policies
           for the Funds', Fund management or the Fund adviser's hiring of
           employees or former employees of the independent auditor who
           participated in the audits of the Funds.
 
        8. Taking, or recommending that the Board take, appropriate action to
           oversee the independence of the outside auditor.
 
     With respect to any internal auditor:
 
        1. Reviewing the proposed programs of the internal auditor for the
           coming year. It is not the obligation or responsibility of the Audit
           Committee to confirm the independence of any Nuveen internal auditors
           performing services relating to the Funds or to approve any
           termination or replacement of the Nuveen Manager of Internal Audit.
 
        2. Receiving a summary of findings from any completed internal audits
           pertaining to the Funds and a progress report on the proposed
           internal audit plan for the Funds, with explanations for significant
           deviations from the original plan.
 
     Other responsibilities:
 
        1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
           adviser's counsel and independent counsel to the Board legal matters
           that may have a material impact on the Fund's financial statements or
           compliance policies.
 
        2. Receiving and reviewing periodic or special reports issued on
           exposure/controls, irregularities and control failures related to the
           Funds.
 
        3. Reviewing with the independent auditors, with any internal auditor
           and with Fund management, the adequacy and effectiveness of the
           accounting and financial controls of the Funds, and eliciting any
           recommendations for the improvement of internal control procedures or
           particular areas where new or more detailed controls or procedures
           are desirable. Particular emphasis should be given to the adequacy of
           such internal controls to expose payments, transactions or procedures
           that might be deemed illegal or otherwise improper.
 
        4. Reviewing the reports of examinations by regulatory authorities as
           they relate to financial statement matters.
 
        5. Discussing with management and the independent auditor any
           correspondence with regulators or governmental agencies that raises
           material issues regarding the Funds' financial statements or
           accounting policies.
 
        6. Obtaining reports from management with respect to the Funds' policies
           and procedures regarding compliance with applicable laws and
           regulations.
 
        7. Reporting regularly to the Board on the results of the activities of
           the Audit Committee, including any issues that arise with respect to
           the quality or
 
                                       A-5

 
           integrity of the Funds' financial statements, the Funds' compliance
           with legal or regulatory requirements, the performance and
           independence of the Funds' independent auditors, or the performance
           of the internal audit function.
 
        8. Performing any special reviews, investigations or oversight
           responsibilities requested by the Board.
 
        9. Reviewing and reassessing annually the adequacy of this charter and
           recommending to the Board approval of any proposed changes deemed
           necessary or advisable by the Audit Committee.
 
       10. Undertaking an annual review of the performance of the Audit
           Committee.
 
       11. Establishing procedures for the receipt, retention and treatment of
           complaints received by the Funds regarding accounting, internal
           accounting controls or auditing matters, and the confidential,
           anonymous submission of concerns regarding questionable accounting or
           auditing matters by employees of Fund management, the investment
           adviser, administrator, principal underwriter, or any other provider
           of accounting related services for the Funds, as well as employees of
           the Funds.
 
Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
 
                                       A-6

 
                                                                      APPENDIX B
 
                              AMENDED AND RESTATED
                  NOMINATING AND GOVERNANCE COMMITTEE CHARTER
 
I.  NOMINATING AND GOVERNANCE COMMITTEE: MEMBERSHIP AND PURPOSE
 
The Nominating and Governance Committee shall be composed entirely of
independent directors of the Board with one independent director elected as
chair of the committee. The term "independent director" as used in this Charter
means any director or trustee who is not an "interested person" of the Funds as
such term is defined in the Investment Company Act of 1940, as amended, and any
rules or regulations adopted thereunder (the "1940 Act").
 
The purpose of the Committee is to seek, identify and recommend to the Board
qualified candidates for election or appointment to the Funds' Board of
Directors, and matters related thereto. In addition, the Committee oversees
matters of corporate governance, including the evaluation of Board performance
and processes, and assignment and rotation of Committee members, the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable, and matters related thereto.
 
II.  BOARD: SELECTION AND TENURE
 
        A. The Committee shall periodically review the composition of the Board
           of Directors, including its size and mix of skills, experience, and
           background.
 
        B. The Committee shall, as part of the recruitment process, and with the
           assistance of its counsel, define and clarify the duties and
           responsibilities of Board members. In performing this function, the
           Committee shall consider, among other things, legal and fiduciary
           duties; expectations regarding preparation, attendance, and
           participation at meetings; fund ownership; and limitations on
           investments.
 
        C. The Committee shall make nominations for director membership on the
           Board of Directors, with input from various sources as the committee
           deems necessary. The Committee shall evaluate the members of the
           current Board of Directors and identify, recruit and evaluate
           candidates for Board membership, including evaluation of their
           independence from the Funds' investment adviser and other principal
           service providers, including any affiliates of such persons, if
           applicable. The Committee shall consider the effect of any
           relationships beyond those delineated in the 1940 Act and any other
           applicable federal securities laws and regulations and rules and
           regulations of self-regulatory organizations that might impair their
           independence, e.g., business, financial or family relationships with
           the Funds' investment adviser and service providers, including any
           affiliates of such persons.
 
        D. The Committee shall review on an annual basis questionnaires
           completed by all directors regarding their independence.
 
                                       B-1

 
        E. The Committee shall periodically review and make recommendations with
           regard to the tenure of the directors, including term limits and/or
           age limits.
 
        F. The Committee shall look to many sources for recommendations of
           qualified directors. These sources shall include current directors,
           members of the management company, current security holders of the
           Funds, third party sources and any other persons or entities as may
           be deemed necessary or desirable by the Committee. The Committee may,
           but shall not be required to, develop and establish additional
           material elements of the foregoing policy in furtherance of the
           objectives and elements currently stated therein.
 
        G. The Committee may, but shall not be required to, establish necessary
           or desirable minimum qualifications to be possessed by all nominees
           and may also establish specific qualities or skills to be possessed
           by one or more directors.
 
III.  COMMITTEES: SELECTION AND REVIEW
 
        A. Subject to the approval of the full Board, the Committee shall review
           committee assignments at least annually and make nominations for
           director membership on all committees. The committee shall also
           recommend to the full Board the chair of each committee.
 
        B. The Committee shall periodically review and make recommendations to
           the full Board regarding the responsibilities and charters of any
           committee (other than the Audit Committee) of the Board, the
           continuing need for each committee, the need for additional
           committees, and the need or desire to combine or reorganize
           committees.
 
IV.  BOARD: EDUCATION AND OPERATIONS
 
        A. The Committee shall periodically review and make recommendations
           concerning continuing education for incumbent directors and
           appropriate orientation materials and procedures for new directors.
 
        B. The Committee shall periodically review and make recommendations
           concerning the organization of Board of Directors meetings, including
           the frequency, timing, content, and agendas of the meetings.
 
        C. The Committee shall evaluate the performance of the Board at least
           annually, with a view towards enhancing its effectiveness.
 
        D. The Committee shall establish a process by which security holders
           will be able to communicate in writing with members of the Board of
           Directors via regular mail. The Manager of Fund Board Relations, or
           such other person designated by the Committee, shall assist the
           Committee in developing and implementing this process. The process
           will also provide that the Manager of Fund Board Relations, or such
           other person designated by the Committee, will be appointed to
           administer the operations of the communications process established
           hereunder. Written communications to directors should be addressed to
 
                                       B-2

 
           the Funds at the address of the principal offices of the Funds, which
           currently is 333 West Wacker Drive, Chicago, Illinois 60606. If the
           communication is intended for a specific director and so indicated it
           will be sent only to that director. If a communication does not
           indicate a specific director it will be sent to the Chair of the
           Committee and the outside counsel to the independent directors for
           further distribution as deemed appropriate by such persons. The
           Committee is hereby authorized to oversee the administration,
           implementation and maintenance of this communications process and
           further develop and refine this process as deemed necessary or
           desirable by the Committee.
 
        E. The Committee shall establish a policy relating to attendance by
           directors at annual meetings of the Funds.
 
V.  OTHER POWERS AND RESPONSIBILITIES
 
        A. The Committee shall monitor the performance of legal counsel, and any
           other service providers (other than the independent auditors, which
           are monitored by the Audit Committee) that are chosen by the
           directors, and shall supervise counsel for the independent directors.
 
        B. The Committee shall periodically review and make recommendations
           regarding director compensation to the full Board of Directors.
 
        C. The Committee shall have the resources and authority to discharge its
           responsibilities, including authority to retain special counsel and
           other experts or consultants at the expense of the appropriate
           Fund(s).
 
        D. The Committee shall be authorized to adopt Key Practices to further
           develop, clarify and implement its duties and responsibilities as set
           forth in this Charter, which Key Practices may be amended and/or
           restated from time to time upon the approval of a majority of the
           members of the Committee.
 
                                       B-3

 
                           [NUVEEN INVESTMENTS LOGO]
 
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
 
(800) 257-8787
 
www.nuveen.com                                                           NAN0305

                                 (NUVEEN LOGO)

                               NUVEEN INVESTMENTS

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

                            Nuveen Closed-End Funds
                               [Insert Fund Name]
                                 FundPreferred

                         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 ****

                THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
                                  
             FOR AN ANNUAL MEETING OF SHAREHOLDERS, MARCH 22, 2005

The Annual Meeting of shareholders will be held in the 31st Floor Conference
Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on
Tuesday, March 22, 2005, at 10:00 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
Annual Meeting of shareholders to be held on March 22, 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 ONE OF THE BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2
PENCIL.  [X]

PLEASE DO NOT USE FINE POINT PENS.

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

PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.

1.         Election of Board Members:


                                                                                  
                                                                               FOR NOMINEES         WITHHOLD
(01)       Robert P. Bremner                                                  listed at left        AUTHORITY
(02)       Lawrence H. Brown            (06)     William J. Schneider       (except as marked    to vote for all
(03)       Jack B. Evans                (07)     Timothy R. Schwertfeger     to the contrary)    nominees listed
(04)       William C. Hunter            (08)     Judith M. Stockdale               [ ]               at left
(05)       David J. Kundert             (09)     Eugene S. Sunshine                                    [ ]


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

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

                          PLEASE SIGN ON REVERSE SIDE

                                 (NUVEEN LOGO)

                               NUVEEN INVESTMENTS

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

                            Nuveen Closed-End Funds
                               [Insert Fund Name]
                                 Common Shares

                         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 ****

                THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
                                 
             FOR AN ANNUAL MEETING OF SHAREHOLDERS, MARCH 22, 2005

The Annual Meeting of shareholders will be held in the 31st Floor Conference
Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on
Tuesday, March 22, 2005, at 10:00 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
Annual Meeting of shareholders to be held on March 22, 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 ONE OF THE BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2
PENCIL. [X]

PLEASE DO NOT USE FINE POINT PENS.

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

PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.

1.         Election of Board Members:


                                                                                  
                                                                               FOR NOMINEES         WITHHOLD
(01)       Robert P. Bremner            (05)     David J. Kundert             listed at left        AUTHORITY
(02)       Lawrence H. Brown            (06)     Judith M. Stockdale        (except as marked    to vote for all
(03)       Jack B. Evans                (07)     Eugene S. Sunshine          to the contrary)    nominees listed
(04)       William C. Hunter                                                       [ ]               at left
                                                                                                       [ ]



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

                          PLEASE SIGN ON REVERSE SIDE