NUVEEN CALIFORNIA SELECT TAX FREE INCOME PORTFOLIO

Regulatory Filings • Jun 3, 2011

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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. )

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Check the appropriate box:

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

Nuveen California Select Tax-Free Income Portfolio (NXC)

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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þ	No fee required.
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1)	Title of each class of securities to which transaction applies:
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Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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previous filing by registration statement number, or the Form or Schedule and the date of its
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Important Notice to Fund Shareholders

June 22, 2011

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

Q.	Why am I receiving this Proxy Statement?
A.	You are receiving this Proxy Statement as a Fund shareholder in
connection with the annual shareholders meetings for the Nuveen
municipal closed-end funds listed at the top of the Notice of
Annual Meeting of Shareholders.
	You are being asked to vote on a number of important matters:
	(i) Updated Investment Policies (Affected
Municipal Funds (as defined in the Proxy Statement)) .
Nuveen’s municipal closed-end funds are seeking to adopt a
uniform, “up to date” set of investment policies (the
“New Investment Policies”). In general, these funds
currently have a somewhat diverse set of policies, reflecting
when the funds were launched over the past 20 years as well
as developments over time in the municipal market, including new
types of securities as well as investment strategies.
	(ii) Approval of Fund Board Nominees (All
Funds) . Each year, you and other Fund shareholders must
approve the election of Board members to serve on your
Fund’s Board. This is a requirement for all funds that list
their common shares on a stock exchange. The Funds described in
this Proxy Statement are holding their annual shareholders
meetings at which Board members will be elected. The list of
specific nominees is contained in the enclosed Proxy Statement.
	Your Fund’s Board of Trustees/Directors, including your
Board’s independent members, unanimously recommends that
you vote FOR each proposal.
	Your vote is very important. We encourage you as a
shareholder to participate in your Fund’s governance by
returning your vote as soon as possible. If enough shareholders
don’t cast their votes, your Fund may not be able to hold
its meeting or the vote on each issue, and will be required to
incur additional solicitation costs in order to obtain
sufficient shareholder participation.
Q.	What are the potential benefits of the New Investment
Policies for common shareholders of the Affected Municipal
Funds?
A.	For each Affected Municipal Fund, the New Investment Policy
relating to the Fund’s ability to make loans would give the
Fund’s flexibility to make loans to municipal bond issuers
experiencing distress and undergoing a “workout” where
the Adviser believes that such loans would help reduce losses
and thereby help optimize the return on the Fund’s original
investment in the bonds of that issuer.
	The potential benefits to common shareholders of Nuveen Premium
Income Municipal Fund, Inc. and Nuveen Performance Plus
Municipal Fund, Inc. from changes to investment policies
relating to investments in municipal securities, below
investment grade securities, other investment companies and
derivatives, short sales and commodities include:
	• Enhanced ability of the funds to
generate attractive tax-free income while retaining their
orientation on investment grade quality municipal securities;

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| | • Increased flexibility in diversifying
portfolio risks and managing duration (the sensitivity of bond
prices to interest rate changes) to pursue the preservation of
and possible growth of capital, which, if successful, will help
to sustain and build net asset value; and |
| --- | --- |
| | • Improved secondary market
competitiveness that may lead to a higher relative market price and/or stronger premium/discount performance. |
| Q. | What are the potential benefits of the New Investment
Policies for preferred shareholders of the Affected Municipal
Funds? |
| A. | The potential benefits to preferred shareholders are increased
flexibility in diversifying portfolio risks, optimizing returns
on current investments and managing duration (the sensitivity of
bond prices to interest rate changes) to pursue the preservation
of and possible growth of capital, which, if successful, will
help to sustain and build net asset value and therefore asset
coverage levels for preferred shares. |
| Q. | What actions are required in order to implement the New
Investment Policies? |
| A. | In order to implement the New Investment Policies and obtain the
potential benefits described above, each Affected Municipal Fund
must make certain changes to its existing policies, including
certain fundamental policies that require approval of
shareholders. In some cases, this may require shareholder
approval of the elimination of an existing fundamental policy as
well as the implementation of a new replacement fundamental
policy. Because each Affected Municipal Fund is situated
somewhat differently, the specific changes required to implement
the New Investment Policies may vary from Fund to Fund. |
| Q. | What happens if shareholders don’t approve the
elimination of the fundamental investment policies and/or don’t approve the New Investment Policy or Policies? |
| A. | An Affected Municipal Fund will not be able to implement the New
Investment Policies as discussed above. The Affected Municipal
Fund would likely incur further expenses to solicit additional
shareholder participation, and may experience potential
disruptions to its investment operations. The Boards of the
Affected Municipal Funds urge you to vote without delay in order
to avoid the potential for higher costs and/or disruptions to portfolio operations. |
| Q. | Who do I call if I have questions? |
| A. | If you need any assistance, or have any questions regarding the
proposals or how to vote your shares, please call Computershare
Fund Services, your Fund’s proxy solicitor, at (866) 434-7510. Please have your proxy materials available when you call. |
| Q. | How do I vote my shares? |
| A. | You can vote your shares by completing and signing the enclosed
proxy card, and mailing it in the enclosed postage-paid
envelope. Alternatively, you may vote by telephone by calling
the toll-free number on the proxy card or by computer by going
to the Internet address provided on the proxy card and following
the instructions, using your proxy card as a guide. |

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Q.	Will anyone contact me?
A.	You may receive a call from Computershare Fund Services,
the proxy solicitor hired by your Fund, to verify that you
received your proxy materials, to answer any questions you may
have about the proposals and to encourage you to vote your proxy.
	We recognize the inconvenience of the proxy solicitation process
and would not impose on you if we did not believe that the
matters being proposed were important and in the best interests
of the Fund’s shareholders. Once your vote has been
registered with the proxy solicitor, your name will be removed
from the solicitor’s follow-up contact list.

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

Notice of Annual Meeting of Shareholders July 25, 2011

June 22, 2011

Nuveen Municipal Value Fund, Inc. (NUV)

Nuveen Municipal Value Fund 2 (NUW)

Nuveen Municipal Income Fund, Inc. (NMI)

Nuveen Enhanced Municipal Value Fund (NEV)

Nuveen Premium Income Municipal Fund, Inc. (NPI)

Nuveen Performance Plus Municipal Fund, Inc. (NPP)

Nuveen Municipal Advantage Fund, Inc. (NMA)

Nuveen Municipal Market Opportunity Fund, Inc. (NMO)

Nuveen Investment Quality Municipal Fund, Inc. (NQM)

Nuveen Select Quality Municipal Fund, Inc. (NQS)

Nuveen Quality Income Municipal Fund, Inc. (NQU)

Nuveen Premier Municipal Income Fund, Inc. (NPF)

Nuveen Premier Insured Municipal Income Fund, Inc. (NIF)

Nuveen Premium Income Municipal Fund 2, Inc. (NPM)

Nuveen Premium Income Municipal Fund 4, Inc. (NPT)

Nuveen Dividend Advantage Municipal Fund (NAD, NAD PrC)

Nuveen Dividend Advantage Municipal Fund 2 (NXZ)

Nuveen Dividend Advantage Municipal Fund 3 (NZF, NZF PrC)

Nuveen Municipal High Income Opportunity Fund (NMZ)

Nuveen Municipal High Income Opportunity Fund 2 (NMD)

Nuveen Insured Dividend Advantage Municipal Fund (NVG, NVG PrC)

Nuveen Insured Municipal Opportunity Fund, Inc. (NIO)

Nuveen Insured Premium Income Municipal Fund 2 (NPX)

Nuveen Insured Quality Municipal Fund, Inc. (NQI)

Nuveen Insured Tax-Free Advantage Municipal Fund (NEA, NEA PrC)

Nuveen Select Maturities Municipal Fund (NIM)

Nuveen Select Tax-Free Income Portfolio (NXP)

Nuveen Select Tax-Free Income Portfolio 2 (NXQ)

Nuveen Select Tax-Free Income Portfolio 3 (NXR)

Nuveen California Select Tax-Free Income Portfolio (NXC)

Nuveen New York Select Tax-Free Income Portfolio (NXN)

Nuveen Build America Bond Fund (NBB)

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To the Shareholders of the Above Funds:

Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Nuveen Municipal Value Fund, Inc. (“Municipal Value”), Nuveen Municipal Income Fund, Inc. (“Municipal Income”), Nuveen Premium Income Municipal Fund, Inc. (“Premium Income”), Nuveen Performance Plus Municipal Fund, Inc. (“Performance Plus”), Nuveen Municipal Advantage Fund, Inc. (“Municipal Advantage”), Nuveen Municipal Market Opportunity Fund, Inc. (“Municipal Market Opportunity”), Nuveen Investment Quality Municipal Fund, Inc. (“Investment Quality”), Nuveen Select Quality Municipal Fund, Inc. (“Select Quality”), Nuveen Quality Income Municipal Fund, Inc. (“Quality Income”), Nuveen Insured Municipal Opportunity Fund, Inc. (“Insured Municipal Opportunity”), Nuveen Insured Quality Municipal Fund, Inc. (“Insured Quality”), Nuveen Premier Municipal Income Fund, Inc. (“Premier Municipal”), Nuveen Premier Insured Municipal Income Fund, Inc. (“Premier Insured”), Nuveen Premium Income Municipal Fund 2, Inc. (“Premium Income 2”), Nuveen Premium Income Municipal Fund 4, Inc. (“Premium Income 4”), each a Minnesota Corporation (each a “Minnesota Fund” and collectively, the “Minnesota Funds”), and Nuveen Enhanced Municipal Value Fund (“Enhanced Value”), Nuveen Dividend Advantage Municipal Fund (“Dividend Advantage”), Nuveen Insured Dividend Advantage Municipal Fund (“Insured Dividend Advantage”), Nuveen Insured Premium Income Municipal Fund 2 (“Insured Premium Income 2”), Nuveen Insured Tax-Free Advantage Municipal Fund (“Insured Tax-Free Advantage”), Nuveen Dividend Advantage Municipal Fund 2 (“Dividend Advantage 2”), Nuveen Dividend Advantage Municipal Fund 3 (“Dividend Advantage 3”), Nuveen Municipal High Income Opportunity Fund (“Municipal High Income”), Nuveen Municipal High Income Opportunity Fund 2 (“Municipal High Income 2”), Nuveen Municipal Value Fund 2 (“Municipal Value 2”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select Tax-Free Income Portfolio (“Select Portfolio”), Nuveen Select Tax-Free Income Portfolio 2 (“Select Portfolio 2”), Nuveen Select Tax-Free Income Portfolio 3 (“Select Portfolio 3”), Nuveen California Select Tax-Free Income Portfolio (“California Portfolio”), Nuveen New York Select Tax-Free Income Portfolio (“New York Portfolio”) and Nuveen Build America Bond Fund (“Build America”), each a Massachusetts Business Trust (individually, a “Fund” and collectively, the “Funds”), will be held in the Lobby Conference Room, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Monday, July 25, 2011, at 10:30 a.m., Central time, for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting:

Matters to Be Voted on by Shareholders:

1. To elect Members to the Board of Directors/Trustees (each a “Board” and each Director or Trustee a “Board Member”) of each Fund as outlined below:

a. For each Minnesota Fund, except Municipal Value and Municipal Income, to elect ten (10) Board Members:

| (i) | eight (8) Board Members to be elected by the holders of
Common Shares and Variable Rate Demand Preferred Shares for
Municipal Advantage, Municipal Market Opportunity, Investment
Quality, Select Quality, Quality Income, Premier Municipal,
Premier Insured, Premium Income 2, Premium Income 4 and Insured
Municipal Opportunity, and Variable Rate MuniFund Term Preferred
Shares for Premium Income, Performance Plus and Insured Quality
(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. |

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| b. | For Municipal Value and Municipal Income, to elect three
(3) Board Members. |
| --- | --- |
| c. | For each Massachusetts Business Trust, except Enhanced Value,
Municipal Value 2, Select Maturities, Select Portfolio, Select
Portfolio 2, Select Portfolio 3, California Portfolio, New York
Portfolio, Build America, Municipal High Income and Municipal
High Income 2, to elect five (5) Board Members: |

| (i) | three (3) Board Members to be elected by the holders of
Common Shares and Municipal Auction Rate Cumulative Preferred
Shares and/or Municipal Fund Term Preferred Shares for Dividend
Advantage, Dividend Advantage 3, Municipal High Income, Insured
Dividend Advantage and Insured Tax-Free Advantage, and Variable
Rate Demand Preferred Shares for Dividend Advantage 2 and
Insured Premium Income 2 (also referred to, collectively, as
“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. |

| d. | For Enhanced Value, Municipal Value 2, Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California
Portfolio, New York Portfolio, Build America and Municipal High
Income 2, to elect three (3) Board Members. |
| --- | --- |
| e. | For Municipal High Income, to elect five (5) Board Members. |

| 2. | To approve the elimination of fundamental investment policies and/or to
approve the new fundamental investment policies for the Affected
Municipal Funds (as defined in the Proxy Statement). |
| --- | --- |
| 3. | To transact such other business as may properly come before the
Annual Meeting. |

Shareholders of record at the close of business on May 31, 2011 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.

Kevin J. McCarthy

Vice President and Secretary

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

Joint Proxy Statement

June 22, 2011

This Joint Proxy Statement is first being mailed to shareholders on or about June 22, 2011.

Nuveen Municipal Value Fund, Inc. (NUV)

Nuveen Municipal Value Fund 2 (NUW)

Nuveen Municipal Income Fund, Inc. (NMI)

Nuveen Enhanced Municipal Value Fund (NEV)

Nuveen Premium Income Municipal Fund, Inc. (NPI)

Nuveen Performance Plus Municipal Fund, Inc. (NPP)

Nuveen Municipal Advantage Fund, Inc. (NMA)

Nuveen Municipal Market Opportunity Fund, Inc. (NMO)

Nuveen Investment Quality Municipal Fund, Inc. (NQM)

Nuveen Select Quality Municipal Fund, Inc. (NQS)

Nuveen Quality Income Municipal Fund, Inc. (NQU)

Nuveen Premier Municipal Income Fund, Inc. (NPF)

Nuveen Premier Insured Municipal Income Fund, Inc. (NIF)

Nuveen Premium Income Municipal Fund 2, Inc. (NPM)

Nuveen Premium Income Municipal Fund 4, Inc. (NPT)

Nuveen Dividend Advantage Municipal Fund (NAD, NAD PrC)

Nuveen Dividend Advantage Municipal Fund 2 (NXZ)

Nuveen Dividend Advantage Municipal Fund 3 (NZF, NZF PrC)

Nuveen Municipal High Income Opportunity Fund (NMZ)

Nuveen Municipal High Income Opportunity Fund 2 (NMD)

Nuveen Insured Dividend Advantage Municipal Fund (NVG, NVG PrC)

Nuveen Insured Municipal Opportunity Fund, Inc. (NIO)

Nuveen Insured Premium Income Municipal Fund 2 (NPX)

Nuveen Insured Quality Municipal Fund, Inc. (NQI)

Nuveen Insured Tax-Free Advantage Municipal Fund (NEA, NEA PrC)

Nuveen Select Maturities Municipal Fund (NIM)

Nuveen Select Tax-Free Income Portfolio (NXP)

Nuveen Select Tax-Free Income Portfolio 2 (NXQ)

Nuveen Select Tax-Free Income Portfolio 3 (NXR)

Nuveen California Select Tax-Free Income Portfolio (NXC)

Nuveen New York Select Tax-Free Income Portfolio (NXN)

Nuveen Build America Bond Fund (NBB)

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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 Nuveen Municipal Value Fund, Inc. (“Municipal Value”), Nuveen Municipal Income Fund, Inc. (“Municipal Income”), Nuveen Premium Income Municipal Fund, Inc. (“Premium Income”), Nuveen Performance Plus Municipal Fund, Inc. (“Performance Plus”), Nuveen Municipal Advantage Fund, Inc. (“Municipal Advantage”), Nuveen Municipal Market Opportunity Fund, Inc. (“Municipal Market Opportunity”), Nuveen Investment Quality Municipal Fund, Inc. (“Investment Quality”), Nuveen Select Quality Municipal Fund, Inc. (“Select Quality”), Nuveen Quality Income Municipal Fund, Inc. (“Quality Income”), Nuveen Insured Municipal Opportunity Fund, Inc. (“Insured Municipal Opportunity”), Nuveen Insured Quality Municipal Fund, Inc. (“Insured Quality”), Nuveen Premier Municipal Income Fund, Inc. (“Premier Municipal”), Nuveen Premier Insured Municipal Income Fund, Inc. (“Premier Insured”), Nuveen Premium Income Municipal Fund 2, Inc. (“Premium Income 2”), Nuveen Premium Income Municipal Fund 4, Inc. (“Premium Income 4”), each a Minnesota Corporation (each referred to herein as a “Minnesota Fund” and collectively, the “Minnesota Funds”), and Nuveen Enhanced Municipal Value Fund (“Enhanced Value”), Nuveen Dividend Advantage Municipal Fund (“Dividend Advantage”), Nuveen Insured Dividend Advantage Municipal Fund (“Insured Dividend Advantage”), Nuveen Insured Premium Income Municipal Fund 2 (“Insured Premium Income 2”), Nuveen Insured Tax-Free Advantage Municipal Fund (“Insured Tax-Free Advantage”), Nuveen Dividend Advantage Municipal Fund 2 (“Dividend Advantage 2”), Nuveen Dividend Advantage Municipal Fund 3 (“Dividend Advantage 3”), Nuveen Municipal High Income Opportunity Fund (“Municipal High Income”), Nuveen Municipal High Income Opportunity Fund 2 (“Municipal High Income 2”), Nuveen Municipal Value Fund 2 (“Municipal Value 2”), Nuveen Select Maturities Municipal Fund (“Select Maturities”), Nuveen Select Tax-Free Income Portfolio (“Select Portfolio”), Nuveen Select Tax-Free Income Portfolio 2 (“Select Portfolio 2”), Nuveen Select Tax-Free Income Portfolio 3 (“Select Portfolio 3”), Nuveen California Select Tax-Free Income Portfolio (“California Portfolio”), Nuveen New York Select Tax-Free Income Portfolio (“New York Portfolio”) and Nuveen Build America Bond Fund (“Build America”), each a Massachusetts Business Trust (each referred to herein as a “Massachusetts Fund” and collectively, the “Massachusetts Funds”) (the Massachusetts Funds and Minnesota Funds are each, a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held in the Lobby Conference Room, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Monday, July 25, 2011, at 10:30 a.m., Central 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 and FOR the elimination of the fundamental investment policies and the adoption of new fundamental investment policies for Municipal Income, Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premier Insured, Premium Income 2, Premium Income 4, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Insured Dividend Advantage, Insured Municipal Opportunity, Insured Premium Income 2, Insured Quality, Insured Tax-Free Advantage, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio (each an “Affected Municipal

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Fund” and, collectively, the “Affected Municipal Funds”). Shareholders of a Fund 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. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

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) |
| --- | --- | --- | --- |
| 1(a)(i) | For each Minnesota Fund (except Municipal Value and Municipal
Income), election of eight (8) Board Members by all shareholders. | X | X |
| 1(a)(ii) | For each Minnesota Fund (except Municipal Value and Municipal
Income), election of two (2) Board Members by Preferred Shares
only. | X | X |
| 1(b) | For Municipal Value and Municipal Income, election of three (3)
Board Members by all shareholders. | X | N/A |
| 1(c)(i) | For each Massachusetts Fund (except Enhanced Value, Municipal
Value 2, Select Maturities, Select Portfolio, Select Portfolio
2, Select Portfolio 3, California Portfolio, New York Portfolio,
Build America, Municipal High Income and Municipal High Income
2), election of three (3) Board Members by all shareholders. | X | X |
| 1(c)(ii) | For each Massachusetts Fund (except Enhanced Value, Municipal
Value 2, Select Maturities, Select Portfolio, Select Portfolio
2, Select Portfolio 3, California Portfolio, New York Portfolio,
Build America, Municipal High Income and Municipal High Income
2), election of two (2) Board Members by Preferred Shares only. | X | X |
| 1(d) | For Enhanced Value, Municipal Value 2, Select Maturities, Select
Portfolio, Select Portfolio 2, Select Portfolio 3, California
Portfolio, New York Portfolio, Build America and Municipal High
Income 2, election of three (3) Board Members by all
shareholders. | X | N/A |
| 1(e) | For Municipal High Income, election of five (5) Board Members by
all shareholders. | X | N/A |

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| Matter | | Common Shares | Preferred
Shares (1) |
| --- | --- | --- | --- |
| 2 | For the Affected Municipal Funds, to approve the elimination of
fundamental investment policies and/or to approve the new
fundamental investment policies. | X | X |
| 2(a) | For each Affected Municipal Fund, to approve the elimination of
the Fund’s fundamental investment policy relating to the
Fund’s ability to make loans. | X | X |
| 2(b) | For each Affected Municipal Fund, to approve the new fundamental
investment policy relating to the Fund’s ability to make
loans. | X | X |
| 2(c) | For Premium Income and Performance Plus, to approve the
elimination of each Fund’s fundamental investment policy
relating to investments in municipal securities and below
investment grade securities. | X | X |
| 2(d) | For Premium Income and Performance Plus, to approve the new
fundamental investment policy relating to investments in
municipal securities. | X | X |
| 2(e) | For Premium Income and Performance Plus, to approve the
elimination of each Fund’s fundamental investment policy
relating to investing in other investment companies. | X | X |
| 2(f) | For Premium Income and Performance Plus, to approve the
elimination of each Fund’s fundamental investment policy
relating to commodities. | X | X |
| 2(g) | For Premium Income and Performance Plus, to approve the new
fundamental investment policy relating to commodities. | X | X |
| 2(h) | For Premium Income and Performance Plus, to approve the
elimination of fundamental investment policies relating to
derivatives and short sales. | X | X |

(1) Variable Rate Demand Preferred Shares for Municipal Advantage, Municipal Market Opportunity, Investment Quality, Select Quality, Quality Income, Premier Municipal, Premier Insured, Premium Income 2, Premium Income 4, Dividend Advantage 2, Insured Municipal Opportunity and Insured Premium Income 2; Variable Rate MuniFund Term Preferred Shares for Premium Income, Performance Plus and Insured Quality; and, Municipal Auction Rate Cumulative Preferred Shares and/or Municipal Fund Term Preferred Shares for Dividend Advantage, Dividend Advantage 3, Insured Dividend Advantage and Insured Tax-Free Advantage are collectively referred to as “Preferred Shares.” Municipal High Income, Municipal High Income 2, Municipal Value, Municipal Value 2, Municipal Income, Enhanced Value, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio do not currently have Preferred Shares outstanding.

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

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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 Municipal Value, Municipal Value 2, Municipal Income, Enhanced Value, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio, Build America, Municipal High Income and Municipal High Income 2), 33 1 / 3 % of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

For each Fund, the affirmative vote of a plurality of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board Members of that Fund. For purposes of determining the approval of the proposal to elect nominees for each Fund, abstentions and broker non-votes will have no effect on the election of Board Members. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies for the Affected Municipal Funds, a change will only be consummated if approved by the affirmative vote of the holders of a majority of the outstanding shares of a Fund’s Common Shares and Preferred Shares, voting together as a single class, and of the Preferred Shares, voting as a separate class, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), as (a) 67% or more of the voting securities present at the Annual Meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (b) more than 50% of the outstanding voting securities, whichever is less. For purposes of determining the approval of the elimination of the fundamental investment policies and the approval of the new fundamental investment policies, abstentions and broker non-votes will have the same effect as shares voted against the proposal.

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

Those persons who were shareholders of record at the close of business on May 31, 2011 will be entitled to one vote for each share held and a proportionate fractional vote for each

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fractional share held. As of May 31, 2011, the shares of the Funds were issued and outstanding as follows:

Fund — Municipal Value	Ticker Symbol* — NUV	198,347,433	Preferred Shares — N/A
Municipal Value 2	NUW	12,878,142	N/A
Municipal Income	NMI	8,219,747	N/A
Enhanced Value	NEV	19,256,862	N/A
Premium Income	NPI	63,911,894	VMTP Series 1	4,024
Performance Plus	NPP	59,952,462	VMTP Series 1	4,217
Municipal Advantage	NMA	43,502,742	VRDP Series 1	2,968
Municipal Market Opportunity	NMO	45,809,174	VRDP Series 1	3,509
Investment Quality	NQM	35,857,259	VRDP Series 1	2,118
Select Quality	NQS	34,279,013	VRDP Series 1	2,525
Quality Income	NQU	54,366,717	VRDP Series 1	3,884
Premier Municipal	NPF	19,888,518	VRDP Series 1	1,277
Premier Insured	NIF	19,473,685	VRDP Series 1	1,309
Premium Income 2	NPM	70,692,851	VRDP Series 1	4,895
Premium Income 4	NPT	43,281,755	VRDP Series 1	2,622
Dividend Advantage	NAD	39,296,352	Series M	1,628
			Series T	1,628
			Series TH	1,547
			MTP PrC	14,430,000
Dividend Advantage 2	NXZ	29,461,807	VRDP Series 1	1,960
Dividend Advantage 3	NZF	40,392,021	Series W	2,246
			Series TH	2,245
			Series F	2,245
			MTP PrC	7,000,000
Municipal High Income	NMZ	27,481,452	N/A
Municipal High Income 2	NMD	17,832,991	N/A
Insured Dividend Advantage	NVG	29,802,900	Series M	1,247
			Series T	1,217
			Series TH	1,214
			MTP PrC	10,800,000

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Fund — Insured Municipal Opportunity	Ticker Symbol* — NIO	95,610,971	Preferred Shares — VRDP Series 1	6,672
Insured Premium Income 2	NPX	37,353,512	VRDP Series 1	2,190
Insured Quality	NQI	38,420,394	VMTP Series 1	2,404
Insured Tax-Free Advantage	NEA	22,241,117	Series T	1,104
			Series W	1,105
			Series W2	486
			MTP PrC	8,300,000
Select Maturities	NIM	12,424,973	N/A
Select Portfolio	NXP	16,511,417	N/A
Select Portfolio 2	NXQ	17,695,939	N/A
Select Portfolio 3	NXR	13,018,458	N/A
California Portfolio	NXC	6,267,289	N/A
New York Portfolio	NXN	3,916,591	N/A
Build America	NBB	26,461,985	N/A

• The Common Shares of all of the Funds are listed on the New York Stock Exchange, except NEA, NVG, NXZ, NZF and NMZ, which are listed on the NYSE Amex. The Municipal Fund Term Preferred Shares of NAD, NZF, NVG and NEA are listed on the New York Stock Exchange.

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1. Election of Board Members

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Minnesota Corporations

At the Annual Meeting of each Minnesota Corporation, Board Members are to be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified. Under the terms of each Minnesota Corporation’s organizational documents (except Municipal Value and Municipal Income), under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Pursuant to the organizational documents of Municipal Value and Municipal Income, each Board is divided into three classes, with each class being elected to serve until the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. For Municipal Value and Municipal Income, three (3) Board Members are nominated to be elected at this Annual Meeting.

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

(i) eight (8) Board Members are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Board Members Amboian, Bremner, Evans, Kundert, Stockdale, Stone, Stringer and Toth are nominees for election by all shareholders.

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

b. For Municipal Value and Municipal Income: three (3) Board Members are to be elected by all shareholders.

With respect to Municipal Value, Board Members Amboian, Kundert and Toth have been designated as Class II Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Hunter, Schneider, Stockdale, Stone and Stringer are current and continuing Board Members. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Hunter, Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified.

With respect to Municipal Income, Board Members Amboian, Kundert and Toth have been designated as Class I Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Hunter, Schneider, Stockdale, Stone and Stringer are current and continuing Board Members. Board Members Bremner, Evans and Schneider have been designated as Class II Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Hunter, Stockdale, Stone and Stringer have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified.

Massachusetts Business Trusts

Pursuant to the organizational documents of each Massachusetts Business Trust, each Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding Preferred Shares, voting together as a single class to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. For each Massachusetts Business Trust, except Enhanced Value, Municipal Value 2, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio, Build America, Municipal High Income and Municipal High Income 2, under normal circumstances, holders of Preferred Shares are entitled to elect two (2) Board Members. The Board Members elected by holders of Preferred Shares will be elected to serve until the next annual meeting or until their successors shall have been duly elected and qualified.

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

| (i) | three (3) Board Members are to be elected by holders of
Common Shares and Preferred Shares, voting together as a single
class. Board Members Amboian, Kundert and Toth have been
designated as Class II Board Members and as nominees for
Board Members for a term expiring at the annual meeting of
shareholders in 2014 or until their successors have been duly
elected and qualified. Board Members Bremner, Evans, Stockdale,
Stone and Stringer are current and continuing Board Members.
Board Members Bremner and Evans have been designated as
Class III Board Members for a term expiring at the annual
meeting of shareholders in 2012 or until their successors have
been duly elected and qualified. Board Members Stockdale, Stone
and Stringer have been designated as Class I Board Members
for a term expiring at the annual meeting of shareholders in
2013 or until their successors have been duly elected and
qualified. |
| --- | --- |
| (ii) | two (2) Board Members are to be elected by holders of
Preferred Shares, voting separately as a single class. Board
Members Hunter and Schneider are nominees for election by
holders of Preferred Shares for a term expiring at the next
annual meeting or until their successors have been duly elected
and qualified. |

d. For Enhanced Value, Municipal Value 2, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio, Build America and Municipal High Income 2:

three (3) Board Members are to be elected by all shareholders. Board Members Amboian, Kundert and Toth have been designated as Class II Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Members Bremner, Evans, Hunter, Schneider, Stockdale, Stone and Stringer are current and continuing Board Members. Board Members Bremner, Evans and Schneider have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Hunter, Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified.

e. For Municipal High Income: five (5) Board Members are to be elected by all shareholders.

Board Members Amboian, Kundert and Toth have been designated as Class II Board Members and as nominees for Board Members for a term expiring at the annual meeting of shareholders in 2014 or until their successors have been duly elected and qualified. Board Member Hunter has been re-designated as a Class I Board Member and as nominee for a term expiring at the annual meeting of shareholders in 2013 or until a successor is duly elected and qualified. Board Member Schneider has been re-designated as a Class III Board Member and as nominee for a term expiring at the annual meeting of shareholders in 2012 or until a successor is duly elected and

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qualified. Board Members Bremner, Evans, Stockdale, Stone and Stringer are current and continuing Board Members. Board Members Bremner and Evans have been designated as Class III Board Members for a term expiring at the annual meeting of shareholders in 2012 or until their successors have been duly elected and qualified. Board Members Stockdale, Stone and Stringer have been designated as Class I Board Members for a term expiring at the annual meeting of shareholders in 2013 or until their successors have been duly elected and qualified.

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

For each Minnesota Corporation, except for Municipal Value and Municipal Income, each Board Member other than Board Member Stringer was last elected to each Fund’s Board at the annual meeting of shareholders held on July 27, 2010 and, for Premium Income, Premium Income 4 and Performance Plus, adjourned to September 9, 2010.

For Municipal Value, Board Members Hunter, Stockdale and Stone were last elected as Class I Board Members at the annual meeting of shareholders held on July 27, 2010. Board Members Bremner, Evans and Schneider were last elected as Class III Board Members at the annual meeting of shareholders held on July 28, 2009.

For Municipal Income, Board Members Hunter, Stockdale and Stone were last elected as Class III Board Members at the annual meeting of shareholders held on July 27, 2010. Board Members Bremner, Evans and Schneider were last elected as Class II Board Members at the annual meeting of shareholders held on July 28, 2009.

For each Massachusetts Business Trust, except Enhanced Value, Municipal Value 2, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio, Build America and Municipal High Income 2, Board Members Stockdale and Stone were last elected to each Fund’s Board as Class I Board Members and Board Members Hunter and Schneider were last elected to each Fund’s Board by holders of Preferred Shares at the annual meeting of shareholders held on July 27, 2010; Board Members Bremner and Evans were last elected to each Fund’s Board as Class III Board Members at the annual meeting of shareholders held on July 28, 2009 adjourned to September 1, 2009.

For Enhanced Value and Municipal Value 2, Board Members Hunter, Stockdale and Stone were last elected as Class I Board Members at the annual meeting of shareholders held on July 27, 2010. Each other Board Member except for Board Member Stringer was elected by the initial shareholder of the Fund, Nuveen Fund Advisors, Inc. (the “Adviser”), on July 28, 2009 and February 23, 2009.

For Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio New York Portfolio and Municipal High Income 2, Board Members Hunter, Stockdale and Stone were last elected as Class I Board Members at the annual meeting of shareholders held on July 27, 2010. Board Members Bremner, Evans and Schneider were last elected as Class III Board Members at the annual meeting of shareholders held on July 28, 2009.

For Build America, each Board Member except for Board Member Stringer was elected by the initial shareholder of the Fund, the Adviser, on March 16, 2010.

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On January 1, 2011, Ms. Stringer was appointed as a Board Member for each Fund, and designated as a Class I Board Member with respect to each Massachusetts Business Trust and Municipal Value and as a Class III Board Member for Municipal Income.

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

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

Board Nominees/Board Members

				Number of
				Portfolios	Other
				in Fund	Directorships Held
				Complex	by Board
	Position(s)	Term of Office		Overseen	Member During the
Name, Address	Held with	and Length	Principal Occupation(s)	by Board	Past Five
and Birth Date	Fund	of Time
Served (1)	During Past 5 Years	Member	Years
Nominees/Board Members who are not interested persons of the
Funds
Robert P. Bremner* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (8/22/40)	Chairman of the Board, Board Member Nominee	Term: Annual o Class III Board Member until 2012 (2) Length of Service: Since 1996; Chairman of the Board since 2008; Lead Independent Director (2005- 2008)	Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington D.C.; Board Member, Independent Directors Council, affiliated with the Investment Company Institute.	245	N/A
Jack B. Evans c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (10/22/48)	Board Member	Term: Annual or Class III Board Member until 2012 (2) Length of Service: Since 1999	President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Chairman, United Fire Group, a publicly held company; President Pro Tem of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College and Iowa College Foundation; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.	245	See Principal Occupation Description

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				Number of
				Portfolios	Other
				in Fund	Directorships Held
				Complex	by Board
	Position(s)	Term of Office		Overseen	Member During the
Name, Address	Held with	and Length	Principal Occupation(s)	by Board	Past Five
and Birth Date	Fund	of Time
Served (1)	During Past 5 Years	Member	Years
William C. Hunter c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (3/6/48)	Board Member	Term: Annual or Class II Board Member until 2011 (2) Length of Service: Since 2004	Dean (since 2006), Tippie College of Business, University of Iowa; Director (since 2005), Beta Gamma Sigma International Honor Society; Director (since 2004) of Xerox Corporation; Director (since 2009) of Wellmark, Inc.;
formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003).	245	See Principal Occupation Description
David J. Kundert* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (10/28/42)	Board Member	Term: Annual or Class II Board Member until 2011 (2) Length of Service: Since 2005	Director, Northwestern Mutual Wealth Management Company; retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Member, Board of Regents, Luther College; Member of the Wisconsin Bar Association; Member of Board of Directors, Friends of Boerner Botanical Gardens; Member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation.	245	See Principal Occupation Description

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				Number of
				Portfolios	Other
				in Fund	Directorships Held
				Complex	by Board
	Position(s)	Term of Office		Overseen	Member During the
Name, Address	Held with	and Length	Principal Occupation(s)	by Board	Past Five
and Birth Date	Fund	of Time
Served (1)	During Past 5 Years	Member	Years
William J. Schneider* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (9/24/44)	Board Member	Term: Annual or Class III Board Member until 2012 (2) Length of Service: Since 1996	Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; Member, Mid-America Health System Board; Member, University of Dayton Business School Advisory Council; formerly, Member, Dayton Philharmonic Orchestra Association; formerly, Director, Dayton Development Coalition; formerly, Member, Business Advisory Council, Cleveland Federal Reserve Bank.	245	See Principal Occupation Description
Judith M. Stockdale c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (12/29/47)	Board Member	Term: Annual or Class I Board Member until 2013 (2) Length of Service: Since 1997	Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994).	245	N/A
Carole E. Stone* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (6/28/47)	Board Member	Term: Annual or Class I Board Member until 2013 (2) Length of Service: Since 2007	Director, C2 Options Exchange, Incorporated (since 2009); Director, Chicago Board Options Exchange (since 2006); formerly, Commissioner, New York State Commission on Public Authority Reform (2005- 2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).	245	See Principal Occupation Description

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				Number of
				Portfolios	Other
				in Fund	Directorships Held
				Complex	by Board
	Position(s)	Term of Office		Overseen	Member During the
Name, Address	Held with	and Length	Principal Occupation(s)	by Board	Past Five
and Birth Date	Fund	of Time
Served (1)	During Past 5 Years	Member	Years
Virginia L.
Stringer (3) 333 West Wacker Drive Chicago, IL 60606 (8/16/44)	Board Member	Term: Annual or Class I Board Member until
2013 (2) Length of Service: Since 2011	Board Member, Mutual Fund Directors Forum; Member, Governing Board, Investment Company Institute’s Independent Directors Council; governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc. a management consulting firm; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company; Independent Director, First American Fund Complex (1987-2010) and Chair (1997-2010).	245	See Principal Occupation Description
Terence J. Toth* c/o Nuveen Investments, Inc. 333 West Wacker Drive Chicago, IL 60606 (9/29/59)	Board Member	Term: Annual or Class II Board Member until 2011 (2) Length of Service: Since 2008	Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Promus Capital (since 2008); formerly, CEO and President, Northern Trust Global Investments (2004- 2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member: Goodman Theatre Board (since 2004); Chicago Fellowship Board (since 2005), and Catalyst Schools of Chicago Board (since 2008); formerly Member: Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003- 2007) and Northern Trust Hong Kong Board (1997-2004).	245	See Principal Occupation Description

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				Number of
				Portfolios	Other
				in Fund	Directorships Held
				Complex	by Board
	Position(s)	Term of Office		Overseen	Member During the
Name, Address	Held with	and Length	Principal Occupation(s)	by Board	Past Five
and Birth Date	Fund	of Time
Served (1)	During Past 5 Years	Member	Years
Nominee/Board Member who is an interested person of the
Funds
John P.
Amboian (4) 333 West Wacker Drive Chicago, IL 60606 (6/14/61)	Board Member	Term: Annual or Class II Board Member until 2011 (2) Length of Service: Since 2008	Chief Executive Officer and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc.; Chief Executive Officer (since 2007) of Nuveen Investments Advisors, Inc.; Director (since 1998) formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, Inc.	245	See Principal Occupation Description

| * | Also serves as a trustee of Nuveen
Diversified Commodity Fund, an exchange-traded commodity pool
managed by Nuveen Commodities Asset Management, LLC, an
affiliate of each Fund’s Adviser. |
| --- | --- |
| (1) | Length of Time Served indicates the
year in which the individual became a Board Member of a fund in
the Nuveen fund complex. |
| (2) | For Municipal Value, Municipal
Value 2, Enhanced Value, Select Maturities, Select Portfolio,
Select Portfolio 2, Select Portfolio 3, California Portfolio,
New York Portfolio, Municipal High Income and Municipal High
Income 2, Board Member Hunter serves as a Class I Board
Member and Board Member Schneider serves as a Class III
Board Member. For Municipal Income, Board Members Amboian,
Kundert and Toth serve as Class I Board Members; Board
Members Bremner, Evans and Schneider serve as Class II
Board Members; and, Board Members Hunter, Stockdale, Stone and
Stringer serve as Class III Board Members. |
| (3) | In December 2010 Nuveen
Investments, Inc. purchased from U.S. Bancorp a portion of
FAF Advisors, Inc.’s (“FAF”) asset management
business (“Nuveen/FAF Transaction”). In connection
with the Nuveen/FAF Transaction, and pursuant to the Nominating
and Governance Committee’s recommendation and approval,
Ms. Stringer resigned as a board member of various funds
affiliated with FAF and was appointed Board Member of the Nuveen
funds, with such appointment taking effect on January 1,
2011. |
| (4) | “Interested person” as
defined in the 1940 Act, by reason of being an officer and
director of each Fund’s adviser. |

The dollar range of equity securities beneficially owned by each Board Member in each Fund and all Nuveen funds overseen by the Board Member as of December 31, 2010 is set forth in Appendix A. The number of shares of each Fund beneficially owned by each Board Member and by the Board Members and officers of the Funds as a group as of December 31, 2010 is set forth in Appendix A. On December 31, 2010, Board Members and executive officers as a group beneficially owned approximately 600,000 shares of all funds managed by the Adviser, Nuveen Fund Advisors, Inc. (including shares held by the Board Members through the Deferred Compensation Plan for Independent Board Members and by executive officers in Nuveen’s 401(k)/profit sharing plan). As of May 31, 2011, each Board Member’s individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each Fund. As of May 31, 2011, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding shares of each Fund. As of May 31, 2011, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided in Appendix B.

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Compensation

Prior to January 1, 2011, each Independent Board Member received a $100,000 annual retainer plus (a) a fee of $3,250 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,500 per meeting for attendance in person where such in-person attendance was required and $1,500 per meeting for attendance by telephone or in person where in-person attendance was not required at a special, non-regularly scheduled board meeting; (c) a fee of $2,000 per meeting for attendance in person or $1,500 per meeting for attendance by telephone at an Audit Committee meeting; (d) a fee of $2,000 per meeting for attendance at a regularly scheduled Compliance, Risk Management and Regulatory Oversight Committee meeting for regular quarterly meetings and $1,000 per meeting for attendance at other non-quarterly meetings; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the Dividend Committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings, $1,000 for attendance at shareholder meetings on a day on which no regularly scheduled board meeting was held in which in-person attendance was required, $250 per meeting for attendance by telephone at committee meetings (excluding shareholder meetings) where in-person attendance was not required and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Independent Chairman received $50,000 annually and the Lead Independent Director, if any, received $35,000, the chairpersons of the Audit Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight committee received $7,500 and the chairperson of the nominating and governance committee received $5,000 as additional retainers to the annual retainer paid to such individuals. Independent Board Members also received a fee of $2,500 per day for site visits to entities that provide services to the Nuveen funds on days on which no regularly scheduled board meeting was held. When ad hoc committees were organized, the Nominating and Governance committee at the time of formation determined compensation to be paid to the members of such committees, however, in general such fees were $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance was required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required. The annual retainer, fees and expenses were allocated among the Funds managed by the Adviser, on the basis of relative net asset sizes although Fund management was able, in its discretion, to establish a minimum amount to be allocated to each Fund. The Board Member affiliated with Nuveen and the Adviser served without any compensation from the Funds.

Effective January 1, 2011, Independent Board Members receive a $120,000 annual retainer plus (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting

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for attendance in person or by telephone at Dividend Committee meetings; and (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chairman of the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight Committee receive $10,000 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional retainers. Independent Board Members also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each fund.

The boards of certain Nuveen funds (the “Participating Funds”) established a Deferred Compensation Plan for Independent Board Members (“Deferred Compensation Plan”). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds.

The table below shows, for each Independent Board Member, the aggregate compensation paid by each Fund to each Board Member nominee for its last fiscal year:

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| Aggregate Compensation from the
Funds (1) | Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | Virgina L. | Terence J. |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Stringer | Toth |
| Municipal Value | $7,938 | $ 7,005 | $ 5,751 | $ 7,274 | $ 7,561 | $ 6,433 | $ 5,631 | — | $ 7,118 |
| Municipal Value 2 | 659 | 599 | 410 | 457 | 474 | 556 | 410 | — | 573 |
| Municipal Income | 351 | 304 | 246 | 287 | 299 | 269 | 254 | — | 291 |
| Enhanced Value | — | — | — | — | — | — | — | — | — |
| Premium Income | 5,600 | 4,948 | 4,077 | 5,148 | 5,347 | 4,564 | 3,951 | — | 5,034 |
| Performance Plus | 5,722 | 5,054 | 4,166 | 5,260 | 5,463 | 4,662 | 4,035 | — | 5,145 |
| Municipal Advantage | 4,029 | 3,559 | 2,934 | 3,705 | 3,847 | 3,282 | 2,840 | — | 3,627 |
| Municipal Market Opportunity | 4,309 | 3,805 | 3,138 | 3,962 | 4,113 | 3,510 | 3,037 | — | 3,877 |
| Investment Quality | 3,195 | 2,821 | 2,326 | 2,937 | 3,050 | 2,602 | 2,253 | — | 2,872 |
| Select Quality | 3,217 | 2,841 | 2,343 | 2,957 | 3,071 | 2,621 | 2,269 | — | 2,892 |
| Quality Income | 5,220 | 4,611 | 3,802 | 4,800 | 4,985 | 4,254 | 3,681 | — | 4,696 |
| Premier Municipal | 1,755 | 1,550 | 1,278 | 1,613 | 1,675 | 1,430 | 1,238 | — | 1,576 |
| Premier Insured | 1,879 | 1,661 | 1,369 | 1,730 | 1,796 | 1,532 | 1,325 | — | 1,692 |
| Premium Income 2 | 4,996 | 4,560 | 3,985 | 4,704 | 4,825 | 3,985 | 3,902 | — | 4,616 |
| Premium Income 4 | 3,575 | 3,158 | 2,603 | 3,287 | 3,413 | 2,912 | 2,520 | — | 3,217 |
| Dividend Advantage | 3,502 | 3,093 | 2,550 | 3,217 | 3,342 | 2,853 | 2,471 | — | 3,146 |
| Dividend Advantage 2 | 2,690 | 2,378 | 1,955 | 2,471 | 2,569 | 2,188 | 1,914 | — | 2,417 |
| Dividend Advantage 3 | 3,602 | 3,181 | 2,622 | 3,312 | 3,440 | 2,934 | 2,539 | — | 3,239 |
| Municipal High Income | 1,547 | 1,368 | 1,129 | 1,418 | 1,473 | 1,262 | 1,094 | — | 1,397 |
| Municipal High Income 2 | 807 | 701 | 568 | 660 | 690 | 622 | 588 | — | 673 |
| Insured Dividend Advantage | 2,910 | 2,571 | 2,119 | 2,678 | 2,781 | 2,372 | 2,052 | — | 2,619 |
| Insured Municipal Opportunity | 10,287 | 9,389 | 8,196 | 9,689 | 9,939 | 8,210 | 8,019 | — | 9,515 |
| Insured Premium Income 2 | 3,061 | 2,708 | 2,224 | 2,814 | 2,926 | 2,491 | 2,178 | — | 2,752 |
| Insured Quality | 3,436 | 3,037 | 2,503 | 3,161 | 3,282 | 2,800 | 2,423 | — | 3,096 |
| Insured Tax-Free Advantage | 2,318 | 2,116 | 1,847 | 2,183 | 2,240 | 1,851 | 1,807 | — | 2,143 |
| Select Maturities | 505 | 432 | 361 | 417 | 430 | 382 | 361 | — | 412 |
| Select Portfolio | 953 | 850 | 666 | 902 | 951 | 792 | 666 | — | 835 |
| Select Portfolio 2 | 964 | 849 | 674 | 912 | 961 | 801 | 674 | — | 834 |
| Select Portfolio 3 | 746 | 665 | 521 | 706 | 744 | 620 | 521 | — | 653 |
| California Portfolio | 358 | 316 | 250 | 339 | 357 | 298 | 250 | — | 310 |

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| Aggregate Compensation from the
Funds (1) | Robert P. | Jack B. | William C. | David J. | William J. | Judith M. | Carole E. | Virgina L. | Terence J. |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fund | Bremner | Evans | Hunter | Kundert | Schneider | Stockdale | Stone | Stringer | Toth |
| New York Portfolio | 224 | 198 | 157 | 212 | 224 | 187 | 157 | — | 194 |
| Build America | | | | | | | | | |
| Total Compensation from Nuveen Funds Paid to Board
Members/Nominees | $265,748 | $ 230,443 | $ 194,401 | $ 243,469 | $ 243,212 | $ 213,579 | $ 188,000 | | $ 230,630 |

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

Aggregate Compensation from the Funds	Robert P.	Jack B.	William C.	David J.	William J.	Judith M.	Carole E.	Virginia L.	Terence J.
Fund	Bremner	Evans	Hunter	Kundert	Schneider	Stockdale	Stone	Stringer	Toth
Municipal Value	$ 1,334	$ 1,961	$ 1,711	$ 7,274	$ 7,561	$ 3,541	—		$ 4,809
Municipal Value 2	—	—	—	—	—	—	—		—
Municipal Income	—	—	—	—	—	—	—		—
Enhanced Value	—	—	—	—	—	—	—		—
Premium Income	943	1,387	1,233	5,148	5,347	2,508	—		3,411
Performance Plus	964	1,417	1,273	5,260	5,463	2,559	—		3,493
Municipal Advantage	679	998	913	3,705	3,847	1,796	—		2,472
Municipal Market Opportunity	726	1,067	977	3,962	4,113	1,921	—		2,643
Investment Quality	538	791	709	2,937	3,050	1,429	—		1,948
Select Quality	542	797	715	2,957	3,071	1,438	—		1,963
Quality Income	880	1,293	1,172	4,800	4,985	2,332	—		3,195
Premier Municipal	295	434	382	1,613	1,675	787	—		1,065
Premier Insured	317	466	424	1,730	1,796	839	—		1,153
Premium Income 2	817	1,238	807	4,704	4,825	2,240	—		2,893
Premium Income 4	602	885	807	3,287	3,413	1,594	—		2,190
Dividend Advantage	589	867	768	3,217	3,342	1,569	—		2,130
Dividend Advantage 2	453	666	580	2,471	2,569	1,206	—		1,633
Dividend Advantage 3	607	892	804	3,312	3,440	1,610	—		2,201
Municipal High Income	260	383	370	1,418	1,473	682	—		965

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Aggregate Compensation from the Funds	Robert P.	Jack B.	William C.	David J.	William J.	Judith M.	Carole E.	Virginia L.	Terence J.
Fund	Bremner	Evans	Hunter	Kundert	Schneider	Stockdale	Stone	Stringer	Toth
Municipal High Income 2	—	—	—	—	—	—	—		—
Insured Dividend Advantage	491	721	652	2,678	2,781	1,301	—		1,781
Insured Municipal Opportunity	1,685	2,552	1,724	9,689	9,939	4,599	—		6,002
Insured Premium Income 2	515	759	654	2,814	2,926	1,375	—		1,855
Insured Quality	579	852	783	3,161	3,282	1,531	—		2,113
Insured Tax-Free Advantage	379	575	381	2,183	2,240	1,039	—		1,348
Select Maturities	—	—	—	—	—	—	—		—
Select Portfolio	160	244	—	902	951	510	—		449
Select Portfolio 2	162	244	—	912	961	515	—		449
Select Portfolio 3	125	191	—	706	744	399	—		352
California Portfolio	60	91	—	339	357	191	—		167
New York Portfolio	38	57	—	212	224	120	—		105
Build America

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Board Leadership Structure and Risk Oversight

The Board of each Fund (collectively, the “Board”) oversees the operations and management of the Fund, including the duties performed for the Funds by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of directors who serve on the board of every fund in the complex. In adopting a unitary board structure, the Board Members seek to provide effective governance through establishing a board, the overall composition of which will, as a body, possess the appropriate skills, independence and experience to oversee the Funds’ business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the Board Members consider, not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent Board Members. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.

The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the Board Members across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the Adviser and other service providers.

In an effort to enhance the independence of the Board, the Board also has a Chairman that is an Independent Board Member. The Board recognizes that a chairman can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for Fund management, and reinforcing the Board’s focus on the long-term interests of shareholders. The Board recognizes that a chairman may be able to better perform these functions without any conflicts of interests arising from a position with Fund management. Accordingly, the Board Members have elected Robert P. Bremner as the independent Chairman of the Board. Specific responsibilities of the Chairman include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the Board Members are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the Board Members and the shareholders.

Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and Fund performance), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit Board Members to focus on particular operations or issues affecting the Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation and compliance to certain committees (as summarized below) as well as

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certain aspects of investment risk. In addition, the Board believes that the periodic rotation of Board Members among the different committees allows the Board Members to gain additional and different perspectives of a Fund’s operations. The Board has established five standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Nominating and Governance Committee. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises. The membership and functions of the standing committees are summarized below.

The Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The members of the Executive Committee are Robert P. Bremner, Chair, Judith M. Stockdale and John P. Amboian. The number of Executive Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

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

The Board has an Audit Committee, in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), that is composed of Independent Board Members who are also “independent” as that term is defined in the listing standards pertaining to closed-end funds of the New York Stock Exchange or NYSE Amex, as applicable. The Audit Committee assists the Board in the oversight and monitoring of the accounting and reporting policies, processes and practices of the Funds, and the audits of the financial statements of the Funds; the quality and integrity of the financial statements of the Funds; the Funds’ compliance with legal and regulatory requirements relating to the Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the pricing procedures of the Funds and the internal valuation group of Nuveen. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Funds’ portfolios. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Funds’ pricing procedures and actions taken by Nuveen’s internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Funds’ securities brought to its attention and considers the risks to the Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Funds in conjunction with performing its functions.

To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Funds and the internal audit group at Nuveen. The Audit Committee also may review in a general manner the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Funds’ financial statements. The Audit Committee operates under a written Audit Committee Charter adopted and approved by the Board, which Charter conforms to the listing standards of the New York Stock Exchange or NYSE Amex, as applicable. Members of the Audit Committee are independent (as set forth in the Charter) and free of any relationship that, in the opinion of the

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Board Members, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Robert P. Bremner, David J. Kundert, Chair, William J. Schneider, Carole E. Stone and Terence J. Toth, each of whom is an Independent Board Member of the Funds. A copy of the Audit Committee Charter is attached as Appendix D. The number of Audit Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

The Compliance, Risk Management and Regulatory Oversight Committee (the “Compliance Committee”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Funds that are not otherwise the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Funds’ compliance and risk matters. As part of its duties, the Compliance Committee reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.

In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of risks related to investments and operations. Such risks include, among other things, exposures to particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. In assessing issues brought to the Compliance Committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Funds in adopting a particular approach or resolution compared to the anticipated benefits to the Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Funds’ Chief Compliance Officer (“CCO”) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the investment services group of Nuveen regarding various investment risks. Notwithstanding the foregoing, the full Board also participates in discussions with management regarding certain matters relating to investment risk, such as the use of leverage and hedging. The investment services group therefore also reports to the full Board at its quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to investment risks. Matters not addressed at the committee level are addressed directly by the full Board. The Compliance Committee operates under a written charter adopted and approved by the Board. The members of the Compliance Committee are Jack B. Evans, William C. Hunter, William J. Schneider, Judith M. Stockdale, Chair, and Virginia L. Stringer. The number of Compliance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board.

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In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary and committee structure has been developed over the years and the Nominating and Governance Committee believes the structure has provided efficient and effective governance, the committee recognizes that as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance over the Funds’ business.

In addition, the Nominating and Governance Committee, among other things, makes recommendations concerning the continuing education of Board Members; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with Board Members; and periodically reviews and makes recommendations about any appropriate changes to Board Member compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new Board Members and reserves the right to interview any and all candidates and to make the final selection of any new Board Members. In considering a candidate’s qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence site visits to internal and external sub-advisers and service providers) and, if qualifying as an Independent Board Member candidate, independence from the Adviser, sub-advisers, underwriters or other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent Board Member at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board Members. The Nominating and Governance Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Funds’ website at www.nuveen.com/CEF/Info/Shareholder/, and is composed entirely of Independent Board Members who are also “independent” as defined by New York Stock Exchange or NYSE Amex listing standards, as applicable. Accordingly, the members of the Nominating and Governance Committee are Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terence J. Toth. The number of Nominating and Governance Committee meetings of each Fund held during its last fiscal year is shown in Appendix C.

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The number of regular quarterly meetings and special meetings held by the Board of each Fund during the Fund’s last fiscal year is shown in Appendix C. 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/CEF/Info/Shareholder/.

Board Diversification and Board Member Qualifications. In determining that a particular Board member was qualified to serve on the Board, the Board has considered each Board Member’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that Board Members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each Board Member satisfies this standard. An effective Board Member may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and or/other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each Board Member should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out the Board or any Board Member as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

John P. Amboian

Mr. Amboian, an interested Board Member of the Funds, joined Nuveen Investments, Inc. in June 1995 and became Chief Executive Officer in July 2007 and Chairman in November 2007. Prior to this, since 1999, he served as President with responsibility for the firm’s product, marketing, sales, operations and administrative activities. Mr. Amboian initially served Nuveen Investments as Executive Vice President and Chief Financial Officer. Prior to joining Nuveen Investments, Mr. Amboian held key management positions with two consumer product firms affiliated with the Phillip Morris Companies. He served as Senior Vice President of Finance, Strategy and Systems at Miller Brewing Company. Mr. Amboian began his career in corporate and international finance at Kraft Foods, Inc., where he eventually served as Treasurer. He received a Bachelor’s degree in economics and a Masters of Business Administration (“MBA”) from the University of Chicago. Mr. Amboian serves on the Board of Directors of Nuveen Investments, Inc. and is a Board Member or Trustee of the Investment Company Institute Board of Governors, Boys and Girls Clubs of Chicago, Children’s Memorial Hospital and Foundation, the Council on the Graduate School of Business (University of Chicago), and the North Shore Country Day School Foundation. He is also a member of the Civic Committee of the Commercial Club of Chicago and the Economic Club of Chicago.

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Robert P. Bremner

Mr. Bremner, the Board’s Independent Chairman, is a private investor and management consultant in Washington, D.C. His biography of William McChesney Martin, Jr., a former chairman of the Federal Reserve Board, was published by Yale University Press in November 2004. From 1994 to 1997, he was a Senior Vice President at Samuels International Associates, an international consulting firm specializing in governmental policies, where he served in a part-time capacity. Previously, Mr. Bremner was a partner in the LBK Investors Partnership and was chairman and majority stockholder with ITC Investors Inc., both private investment firms. He currently serves on the Board and as Treasurer of the Humanities Council of Washington D.C. and is a Board Member of the Independent Directors Council affiliated with the Investment Company Institute. From 1984 to 1996, Mr. Bremner was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. He began his career at the World Bank in Washington D.C. He graduated with a Bachelor of Science degree from Yale University and received his MBA from Harvard University.

Jack B. Evans

President of the Hall-Perrine Foundation, a private philanthropic corporation, since 1996, Mr. Evans was formerly President and Chief Operating Officer of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. Formerly, he was a member of the Board of the Federal Reserve Bank of Chicago as well as a Director of Alliant Energy. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of the Source Media Group, is President Pro Tem of the Board of Regents for the State of Iowa University System, is a Life Trustee of Coe College and is a member of the Advisory Council of the Department of Finance in the Tippie College of Business, University of Iowa. He has a Bachelor of Arts degree from Coe College and an MBA from the University of Iowa.

William C. Hunter

Mr. Hunter was appointed Dean of the Henry B. Tippie College of Business at the University of Iowa effective July 1, 2006. He had been Dean and Distinguished Professor of Finance at the University of Connecticut School of Business since June 2003. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. While there he served as the Bank’s Chief Economist and was an Associate Economist on the Federal Reserve System’s Federal Open Market Committee (FOMC). In addition to serving as a Vice President in charge of financial markets and basic research at the Federal Reserve Bank in Atlanta, he held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. A past Director of the Credit Research Center at Georgetown University and past President of the Financial Management Association International, he has consulted with numerous foreign central banks and official agencies in Western Europe, Central and Eastern Europe, Asia, Central America and South America. From 1990 to 1995, he was a U.S. Treasury Advisor to Central and Eastern Europe. He has been a Director of the Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He is President-Elect of Beta Gamma Sigma, Inc., the International Business Honor Society.

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David J. Kundert

Mr. Kundert retired in 2004 as Chairman of JPMorgan Fleming Asset Management, as President and CEO of Banc One Investment Advisors Corporation, and as President of One Group Mutual Funds. Prior to the merger between Bank One Corporation and JPMorgan Chase and Co., he was Executive Vice President, Bank One Corporation and, since 1995, the Chairman and CEO, Banc One Investment Management Group. From 1988 to 1992, he was President and CEO of Bank One Wisconsin Trust Company. Currently, Mr. Kundert is a Director of the Northwestern Mutual Wealth Management Company. He started his career as an attorney for Northwestern Mutual Life Insurance Company. Mr. Kundert has served on the Board of Governors of the Investment Company Institute and he is currently a member of the Wisconsin Bar Association. He is on the Board of the Greater Milwaukee Foundation and chairs its Investment Committee. He received his Bachelor of Arts degree from Luther College and his Juris Doctor from Valparaiso University.

William J. Schneider

Mr. Schneider is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, December 2004) of Miller-Valentine Partners Ltd., a real estate investment company. He was formerly a Director and Past Chair of the Dayton Development Coalition. He was formerly a member of the Community Advisory Board of the National City Bank in Dayton as well as a former member of the Business Advisory Council of the Cleveland Federal Reserve Bank. Mr. Schneider is a member of the Business Advisory Council for the University of Dayton College of Business. Mr. Schneider was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. Mr. Schneider has a Bachelor of Science in Community Planning from the University of Cincinnati and a Masters of Public Administration from the University of Dayton.

Judith M. Stockdale

Ms. Stockdale is currently Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Lowcountry of South Carolina. Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Boards of the Land Trust Alliance, the National Zoological Park, the Governor’s Science Advisory Council (Illinois), the Nancy Ryerson Ranney Leadership Grants Program, Friends of Ryerson Woods and the Donors Forum. Ms. Stockdale, a native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University.

Carole E. Stone

Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, Inc. and C2 Options Exchange, Incorporated. She has also served as the Chair of the New York Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member

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of the Boards of Directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts from Skidmore College in Business Administration.

Virginia L. Stringer

Ms. Stringer served as the independent chair of the Board of the First American Funds from 1997 to 2010, having joined that Board in 1987. Ms. Stringer serves on the Governing Board of the Investment Company Institute’s Independent Directors Council and on the board of the Mutual Fund Directors Forum. She is a recipient of the Outstanding Corporate Director award from Twin Cities Business Monthly and the Minnesota Chapter of the National Association of Corporate Directors. Ms. Stringer is the immediate past board chair of the Oak Leaf Trust, is a director and immediate past board chair of the Saint Paul Riverfront Corporation and is immediate past President of the Minneapolis Club’s Governing Board. She is a director and former board chair of the Minnesota Opera and a Life Trustee and former board of the Voyageur Outward Bound School. She also served as a trustee of Outward Bound USA. She was appointed by the Governor of Minnesota Board on Judicial Standards and recently served on a Minnesota Supreme Court Judicial Advisory Committee to reform the state’s judicial disciplinary process. She is a member of the International Women’s Forum and attended the London Business School as an International Business Fellow. Ms. Stringer also served as board chair of the Human Resource Planning Society, the Minnesota Women’s Campaign Fund and the Minnesota Women’s Economic Roundtable. Ms. Stringer is the retired founder of Strategic Management Resources, a consulting practice focused on corporate governance, strategy and leadership. She has twenty five years of corporate experience having held executive positions in general management, marketing and human resources with IBM and the Pillsbury Company.

Terence J. Toth

Mr. Toth has served as a Director of Legal & General Investment Management America, Inc. since 2008 and as a Managing Partner at Promus Capital since 2008. From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Boards of the Goodman Theatre, Chicago Fellowship, and is Chairman of the Board of Catalyst Schools of Chicago. Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University.

Board Member Terms. For each Minnesota Fund except Municipal Value and Municipal Income, all Board Members are elected annually. For each Massachusetts Fund, and Municipal Value and Municipal Income, shareholders will be asked to elect Board Members as each Board Member’s term expires, and with respect to Board Members elected by holders of Common Shares such Board Member shall be elected for a term expiring at the time of the third succeeding annual meeting subsequent to their election or thereafter in each case when their respective successors are duly elected and qualified. These provisions could delay for up to two years the replacement of a majority of the Board.

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The Officers

The following table sets forth information with respect to each officer of the Funds. Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified.

		Term of		Number of — Portfolios
		Office and		in Fund
	Position(s)	Length of		Complex
Name, Address	Held	Time	Principal Occupation(s)	Served by
and Birth Date	with Fund	Served (1)	During Past 5 Years	Officer
Gifford R. Zimmerman 333 West Wacker Drive Chicago, IL 60606 (9/9/56)	Chief Administrative Officer	Term: Annual Length of Service: Since 1988	Managing Director (since 2002), Assistant Secretary and
Associate General Counsel of Nuveen Securities, LLC; Managing
Director (since 2002), Assistant Secretary (since 1997) and
Co-General Counsel (since 2011) of Nuveen Fund Advisors, Inc.;
Managing Director (since 2004) and Assistant Secretary (since
1994) of Nuveen Investments, Inc.; Managing Director, Assistant
Secretary and Associate General Counsel of Nuveen Asset
Management, LLC (since 2011); Vice President and Assistant
Secretary of NWQ Investment Management Company, LLC and Nuveen
Investments Advisers, Inc. (since 2002); Managing Director,
Associate General Counsel and Assistant Secretary of Symphony
Asset Management LLC (since 2003); Vice President and Assistant
Secretary of Tradewinds Global Investors, LLC and
Santa Barbara Asset Management, LLC (since 2006), and
Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc.
(since 2007) and of Winslow Capital Management, Inc. (since
2010); Chief Administrative Officer and Chief Compliance Officer
(since 2010) of Nuveen Commodities Asset Management, LLC;
Chartered Financial Analyst.	245

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		Term of		Number of — Portfolios
		Office and		in Fund
	Position(s)	Length of		Complex
Name, Address	Held	Time	Principal Occupation(s)	Served by
and Birth Date	with Fund	Served (1)	During Past 5 Years	Officer
Williams Adams IV 333 West Wacker Drive Chicago, IL 60606 (6/9/55)	Vice President	Term: Annual Length of Service: Since 2007	Senior Executive Vice President, Global Structured Products,
formerly, Executive Vice President (1999-2010) of Nuveen
Securities, LLC; Co-President of Nuveen Fund Advisors, Inc.
(since 2011); Managing Director (since 2010) of Nuveen
Commodities Asset Management, LLC.	133
Cedric H. Antosiewicz 333 West Wacker Drive Chicago, IL 60606 (1/11/62)	Vice President	Term: Annual Length of Service: Since 2007	Managing Director (since 2004) of Nuveen Securities LLC.	133
Margo L. Cook 333 West Wacker Drive Chicago, IL 60606 (4/11/64)	Vice President	Term: Annual Length of Service: Since 2009	Executive Vice President (since 2008) of Nuveen Securities, Inc.
and of Nuveen Fund Advisors (since 2011); previously, Head of
Institutional Asset Management (2007-2008) of Bear Stearns Asset
Management; Head of Institutional Asset Mgt. (1986-2007) of Bank
of NY Mellon; Chartered Financial Analyst.	245
Lorna C. Ferguson 333 West Wacker Drive Chicago, IL 60606 (10/24/45)	Vice President	Term: Annual Length of Service: Since 1998	Managing Director (since 2004) of Nuveen Securities, LLC;
Managing Director (since 2005) of Nuveen Fund Advisors.	245
Stephen D. Foy 333 West Wacker Drive Chicago, IL 60606 (5/31/54)	Vice President and Controller	Term: Annual Length of Service: Since 1993	Senior Vice President (since 2010); formerly, Vice President
(1993-2010) and Funds Controller (since 1998) of Nuveen
Securities, LLC; Vice President (2005-2010) of Nuveen Fund
Advisors; Certified Public Accountant.	245

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		Term of		Number of — Portfolios
		Office and		in Fund
	Position(s)	Length of		Complex
Name, Address	Held	Time	Principal Occupation(s)	Served by
and Birth Date	with Fund	Served (1)	During Past 5 Years	Officer
Scott S. Grace 333 West Wacker Drive Chicago, IL 60606 (8/20/70)	Vice President and Treasurer	Term: Annual Length of Service: Since 2009	Managing Director, Corporate Finance & Development,
Treasurer (since September 2009) of Nuveen Securities, LLC;
Managing Director and Treasurer of Nuveen Investment Solutions,
Inc., Nuveen Investments Advisers, Inc., Nuveen Investments
Holdings, Inc., Nuveen Fund Advisors, Inc. and (since 2011)
of Nuveen Asset Management, LLC; Vice President and Treasurer of
NWQ Investment Management Company, LLC, Tradewinds Global
Investors, LLC, Symphony Asset Management LLC and Winslow
Capital Management, Inc.; Vice President of Santa Barbara
Asset Management, LLC; formerly, Treasurer (2006-2009), Senior
Vice President (2008-2009), previously, Vice President
(2006-2008) of Janus Capital Group, Inc.; formerly, Senior
Associate in Morgan Stanley’s Global Financial Services
Group (2000-2003); Chartered Accountant Designation.	245
Walter M. Kelly 333 West Wacker Drive Chicago, IL 60606 (2/24/70)	Chief Compliance Officer and Vice President	Term: Annual Length of Service: Since 2003	Senior Vice President (since 2008), formerly, Vice President, of
Nuveen Securities, LLC; Senior Vice President (since 2008) and
Assistant Secretary (since 2003), of Nuveen Fund Advisors, Inc.;	245
Tina M. Lazar 333 West Wacker Drive Chicago, IL 60606 (8/27/61)	Vice President	Term: Annual Length of Service: Since 2002	Senior Vice President (since 2009), formerly, Vice President of
Nuveen Securities, LLC (1999-2009); Senior Vice President (since
2010), formerly, Vice President (2005-2010) of Nuveen Fund
Advisors, Inc.	245

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		Term of		Number of — Portfolios
		Office and		in Fund
	Position(s)	Length of		Complex
Name, Address	Held	Time	Principal Occupation(s)	Served by
and Birth Date	with Fund	Served (1)	During Past 5 Years	Officer
Larry W. Martin 333 West Wacker Drive Chicago, IL 60606 (7/27/51)	Vice President and Assistant Secretary	Term: Annual Length of Service: Since 1988	Senior Vice President (since 2010), formerly, Vice President
(1993-2010), Assistant Secretary and Assistant General Counsel
of Nuveen Securities, LLC; Senior Vice President (since 2011) of
Nuveen Asset Management, LLC; Senior Vice President (since
2010), formerly, Vice President (2005-2010), and Assistant
Secretary of Nuveen Investments, Inc.; Senior Vice President
(since 2010), formerly, Vice President (2005-2010), and
Assistant Secretary (since 1997) of Nuveen Fund Advisors, Inc.;
Vice President and Assistant Secretary of Nuveen Investments
Advisers Inc. (since 2002), NWQ Investment Management Company,
LLC, Symphony Asset Management, LLC. (since 2003), Tradewinds
Global Investors, LLC, Santa Barbara Asset Management LLC
(since 2006), Nuveen HydePark Group, LLC, Nuveen Investment
Solutions, Inc. (since 2007) and of Winslow Capital Management,
Inc. (since 2010); Vice President and Assistant Secretary of
Nuveen Commodities Asset Management, LLC (since 2010).	245

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		Term of		Number of — Portfolios
		Office and		in Fund
	Position(s)	Length of		Complex
Name, Address	Held	Time	Principal Occupation(s)	Served by
and Birth Date	with Fund	Served (1)	During Past 5 Years	Officer
Kevin J. McCarthy 333 West Wacker Drive Chicago, IL 60606 (3/26/66)	Vice President and Secretary	Term: Annual Length of Service: Since 2007	Managing Director (since 2008), formerly, Vice President
(2007-2008) of Nuveen Securities, LLC; Managing Director (since
2008), Assistant Secretary (since 2007) and Co-General Counsel
(since 2011) of Nuveen Fund Advisors, Inc. Managing Director,
Assistant Secretary and Associate General Counsel (since 2011)
of Nuveen Asset Management, LLC; Vice President and Assistant
Secretary of Nuveen Investment Advisers Inc., NWQ Investment
Management Company, LLC, Tradewinds Global Investors, LLC, NWQ
Holdings, LLC, Symphony Asset Management LLC, Santa Barbara
Asset Management, LLC, Nuveen HydePark Group, LLC, Nuveen
Investment Solutions, Inc. and of Winslow Capital Management,
Inc. (since 2010); Vice President and Secretary (since 2010) of
Nuveen Commodities Asset Management, LLC; prior thereto,
Partner, Bell, Boyd & Lloyd LLP (1997-2007).	245
Kathleen L. Prudhomme 800 Nicollet Mall Minneapolis, MN 55402 (3/30/53)	Vice President and Assistant Secretary	Term: Annual Length of Service: Since 2011	Managing Director, Assistant Secretary and Co-General Counsel
(since 2011) of Nuveen Fund Advisors, Inc.; Managing Director,
Assistant Secretary and Associate General Counsel (since 2011)
of Nuveen Asset Management, LLC; Managing Director and Assistant
Secretary (since 2011) of Nuveen Securities, LLC; formerly,
Secretary of FASF (2004-2010); Deputy General Counsel, FAF
Advisors, Inc. (1998-2010).	245

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

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2. Approval of the Elimination of Fundamental Investment Policies and Approval of New Fundamental Policies for the Affected Municipal Funds

The Affected Municipal Funds have adopted certain fundamental investment policies relating to (i) investments in municipal securities and below investment grade securities, (ii) investments in other investment companies, (iii) investments in derivatives, short sales and commodities as described below and/or (iv) a Fund’s ability to make loans (together, the “Current Fundamental Policies,” and each, a “Current Fundamental Policy”), that can only be changed by shareholder vote. The Current Fundamental Policies adopted by the Affected Municipal Funds reflected industry and other market conditions present at the time of the inception of each Fund.

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

For each Affected Municipal Fund, the New Investment Policy relating to the Fund’s ability to make loans would give the Fund’s flexibility to make loans to municipal bond issuers experiencing distress and undergoing a “workout” where the Adviser believes that such loans would help reduce losses and thereby help optimize the return on the Fund’s original investment in the bonds of that issuer.

The potential benefits to common shareholders of Premium Income and Performance Plus from changes to investment policies relating to investments in municipal securities, below investment grade securities, other investment companies and derivatives, short sales and commodities include:

| • | enhanced ability of the Affected Municipal Funds to generate
attractive levels of tax-exempt income, while retaining the
Affected Municipal Funds’ orientation on investment grade
quality municipal securities; |
| --- | --- |
| • | increased flexibility in diversifying portfolio risks and
managing duration (the sensitivity of bond prices to interest
rate changes) to pursue the preservation and possible growth of
capital, which, if successful, will help to sustain and build
common shareholder net asset value and asset coverage levels for
preferred shares; and |
| • | improved secondary market competitiveness which may benefit
common shareholders through higher relative market price and/or stronger premium/discount performance. |

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

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

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

(a) Elimination of Fundamental Policy Relating to Making Loans (All Affected Municipal Funds)

The Current Fundamental Policy for Municipal Income, Premium Income, Performance Plus, Municipal Advantage, Municipal Market Opportunity, Investment Quality, Quality Income, Premier Municipal, Premier Insured, Premium Income 2, Premium Income 4, Insured Municipal Opportunity, Insured Premium Income 2, Insured Quality, Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio with respect to making loans, and which is proposed to be eliminated, provides that the respective Fund shall not:

Make loans, other than by entering into repurchase agreements and through the purchase of [Municipal Obligations] [tax-exempt municipal obligations] or temporary investments in accordance with investment objectives, policies and limitations.

The Current Fundamental Policy for Select Quality, Dividend Advantage, Dividend Advantage 2, Dividend Advantage 3, Insured Dividend Advantage and Insured Tax-Free Advantage with respect to making loans, and which is proposed to be eliminated, provides that the respective Fund shall not:

Make loans, other than by entering into repurchase agreements and through the purchase of municipal bonds or short-term investments in accordance with its investment objectives, policies and limitations.

(b) Approval of New Fundamental Policy Relating to Making Loans (All Affected Municipal Funds)

It is proposed that each Affected Municipal Fund adopt a New Fundamental Policy with respect to making loans. The adoption of the following New Fundamental Policy for each Affected Municipal Fund is contingent on shareholder approval of the elimination of that Affected Municipal Fund’s Current Fundamental Policy with respect to making loans, as reflected in 2(a) above. The proposed New Fundamental Policy provides that each Affected Municipal Fund shall not:

Make loans, except as permitted by the Investment Company Act of 1940 and exemptive orders granted under the Investment Company Act of 1940.

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(c) Approval of the Elimination of Fundamental Policy Relating to Investments in Municipal Securities and Below Investment Grade Securities (Premium Income and Performance Plus)

The Current Fundamental Policy for Premium Income and Performance Plus with respect to investments in municipal securities and the ability to invest in below investment grade securities that is proposed to be eliminated is as follows:

Except to the extent that the Fund buys temporary investments, the Fund will, as a fundamental policy, invest substantially all of its assets (more than 80%) in tax-exempt municipal bonds that are rated at the time of purchase within the four highest grades (Baa or BBB or better) by Moody’s or Standard & Poor’s, except that the Fund may invest up to 20% of its assets in unrated municipal bonds which, in Nuveen Advisory’s opinion, have credit characteristics equivalent to, and are of comparable quality to, municipal bonds so rated. The Fund will not invest in any rated municipal bonds that are rated lower than Baa by Moody’s or BBB by Standard & Poor’s at the time of purchase.

(d) Approval of New Fundamental Policy Relating to Investments in Municipal Securities (Premium Income and Performance Plus)

The following New Fundamental Policy will replace each Current Fundamental Policy for Premium Income and Performance Plus, referenced in 2(c) above. Implementation of the following New Fundamental Policy is contingent on shareholder approval of the elimination of each Fund’s Current Fundamental Policy. The proposed New Fundamental Policy with respect to each Fund’s investments in municipal securities is as follows:

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

In addition, the Board has adopted New Non-Fundamental Policies with respect to investing in investment grade securities for Premium Income and Performance Plus, which will be implemented upon the elimination of the Current Fundamental Policy described in 2(c) above. The New Non-Fundamental Policies relating to investing in investment grade securities are as follows:

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

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

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

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Related to these changes for Premium Income and Performance Plus, the Board of each Fund has also amended and standardized the description of “municipal securities” in which a Fund may invest to include various types of municipal securities. The new description, generally provides:

The Fund may invest in various municipal securities, including municipal bonds and notes, other securities issued to finance and refinance public projects, and other related securities and derivative instruments creating exposure to municipal bonds, notes and securities that provide for the payment of interest income that is exempt from federal income tax (“Municipal Obligations”). Municipal Obligations are generally debt obligations issued by state and local governmental entities and may be issued by U.S. territories to finance or refinance public projects such as roads, schools, and water supply systems. Municipal Obligations may also be issued for private activities, such as housing, medical and educational facility construction, or for privately owned transportation, electric utility and pollution control projects. Municipal Obligations may be issued on a long term basis to provide permanent financing. The repayment of such debt may be secured generally by a pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source including project revenues, which may include tolls, fees and other user charges, lease payments, and mortgage payments. Municipal Obligations may also be issued to finance projects on a short term interim basis, anticipating repayment with the proceeds on long term debt. Municipal Obligations may be issued and purchased in the form of bonds, notes, leases or certificates of participation; structured as callable or noncallable; with payment forms including fixed coupon, variable rate, zero coupon, capital appreciation bonds, tender option bonds, and residual interest bonds or inverse floating rate securities; or acquired through investments in pooled vehicles, partnerships or other investment companies. Inverse floating rate securities are securities that pay interest at rates that vary inversely with changes in prevailing short-term tax-exempt interest rates and represent a leveraged investment in an underlying municipal security, which may increase the effective leverage of the Fund.

(e) Elimination of the Fundamental Policy Relating to Investing in Other Investment Companies (Premium Income and Performance Plus)

Premium Income and Performance Plus do not have specific restrictions as to investments in other investment companies. However, each such Fund has an investment policy that only permits investment in municipal obligations and temporary investments and thereby prohibits investment in other investment companies. The general restriction is as follows:

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

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

The Fund may invest up to 10% of its Managed Assets in securities of other open- or closed-end investment companies (including exchange-traded funds (often referred to as

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“ETFs”)) that invest primarily in municipal securities of the types in which the Fund may invest directly.

(f) Elimination of Fundamental Policy Relating to Commodities (Premium Income and Performance Plus)

The Current Fundamental Policy for Premium Income and Performance Plus relating to each Fund’s investment in commodities, which is proposed to be eliminated, is as follows:

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

(g) Approval of New Fundamental Policy Relating to Commodities (Premium Income and Performance Plus)

It is proposed that Premium Income and Performance Plus adopt a New Fundamental Policy with respect to commodities. The adoption of the following New Fundamental Policy for Premium Income and Performance Plus is contingent on shareholder approval of the elimination of that Fund’s Current Fundamental Policy with respect to commodities, as reflected in 2(f) above. The proposed New Fundamental Policy is as follows:

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

(h) Elimination of Fundamental Policies Relating to Derivatives and Short Sales (Premium Income and Performance Plus)

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

Premium Income

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

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

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• References are to a Fund’s registration statement.

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Performance Plus

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

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

In connection with the elimination of the Current Fundamental Policies relating to derivatives and short sales, as reflected above, the Board has adopted the following New Non-Fundamental Policies for Premium Income and Performance Plus, the implementation of which are contingent on shareholder approval of the elimination of the respective Fund’s Current Fundamental Policies with respect to derivatives and short sales. The New Non-Fundamental Polices are as follows:

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

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

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

Board Recommendation

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

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

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• References are to a Fund’s registration statement.

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Audit Committee Report

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

The committee, in discharging its duties, has met with and held discussions with management and each Fund’s independent registered public accounting firm. The committee has also reviewed and discussed the audited financial statements with management. Management has represented to the independent registered public accounting firm that each Fund’s financial statements were prepared in accordance with generally accepted accounting principles. The committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 114, (The Auditor’s Communication With Those Charged With Governance), which supersedes SAS No. 61 (Communication with Audit Committees). Each Fund’s independent registered public accounting firm provided to the committee the written disclosure required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), and the committee discussed with representatives of the independent registered public accounting firm their firm’s independence. As provided in the Audit Committee Charter, it is not the committee’s responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund’s financial statements are complete and accurate and presented in accordance with generally accepted accounting principles.

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

The current members of the committee are:

Robert P. Bremner

David J. Kundert

William J. Schneider

Carole E. Stone

Terence J. Toth

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

			Audit Related Fees				Tax Fees				All Other Fees
	Audit Fees				Adviser and				Adviser and				Adviser and
	Fund (1)		Fund (2)		Adviser Entities		Fund (3)		Adviser Entities		Fund (4)		Adviser Entities
	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal
	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended
	2009	2010	2009	2010	2009	2010	2009	2010	2009	2010	2009	2010	2009	2010
Municipal Value	$ 67,037		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0
Municipal Value
2 (5)	12,962		0		0		0		0		0		0
Municipal Income	9,902		0		0		0		0		0		0
Enhanced
Value (6)	9,000		0		0		0		0		0		0
Premium Income	49,354		0		0		0		0		3,400		0
Performance Plus	50,364		0		0		0		0		3,400		0
Municipal Advantage	37,769		0		0		0		0		3,400		0
Municipal Market Opportunity	39,670		0		0		0		0		3,400		0
Investment Quality	31,342		0		0		0		0		3,400		0
Select Quality	31,269		0		0		0		0		3,400		0
Quality Income	46,530		0		0		0		0		3,400		0
Premier Municipal	20,430		0		0		0		0		3,400		0
Premier Insured	21,656		0		0		0		0		3,400		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 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 for agreed-upon procedures engagements for the leveraged Funds. |
| (5) | The Fund commenced operations on February 24, 2009. |
| (6) | The Fund commenced operations on September 24, 2009. |

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			Audit Related Fees				Tax Fees				All Other Fees
	Audit Fees				Adviser and				Adviser and				Adviser and
	Fund (1)		Fund (2)		Adviser Entities		Fund (3)		Adviser Entities		Fund (4)		Adviser Entities
	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal
	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended
	2009	2010	2009	2010	2009	2010	2009	2010	2009	2010	2009	2010	2009	2010
Premium Income 2	$ 35,434		$ 0		$ 0		$ 0		$ 0		$ 3,400		$ 0
Premium Income 4	34,379		0		0		0		0		3,400		0
Dividend Advantage	33,287		0		0		0		0		850		0
Dividend Advantage 2	27,300		0		0		0		0		0		0
Dividend Advantage 3	34,599		0		0		0		0		850		0
Insured Dividend Advantage	29,469		0		0		0		0		850		0
Insured Municipal Opportunity	65,974		0		0		0		0		3,400		0
Insured Premium Income 2	30,446		0		0		0		0		0		0
Insured Quality	33,607		0		0		0		0		3,400		0
Insured Tax-Free Advantage	20,669		0		0		0		0		850		0
Municipal High Income	17,763		0		0		0		0		850		0
Municipal High Income 2	13,147		0		0		0		0		0		0
Build
America (5)

| (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 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 for agreed-upon procedures engagements for the leveraged Funds. |
| (5) | The Fund commenced operations on December 4, 2009. |

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			Audit Related Fees				Tax Fees
	Audit Fees				Adviser and				Adviser and		All Other Fees
	Fund (1)		Fund (2)		Adviser Entities		Fund (3)		Adviser Entities		Fund (4)		Adviser and Adviser Entities
	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal	Fiscal
	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended	Ended
	2010	2011	2010	2011	2010	2011	2010	2011	2010	2011	2010	2011	2010	2011
Select Maturities	$ 11,513		$ 0		$ 0		$ 0		$ 0		$ 0		$ 0
Select Portfolio	15,092		0		0		0		0		0		0
Select Portfolio 2	15,268		0		0		0		0		0		0
Select Portfolio 3	13,387		0		0		0		0		0		0
California Portfolio	10,198		0		0		0		0		0		0
New York Portfolio	9,111		0		0		0		0		0		0

| (1) | “Audit Fees” are the aggregate fees billed for
professional services for the audit of the Fund’s annual
financial statements and services provided in connection with
statutory and regulatory filings or engagements. |
| --- | --- |
| (2) | “Audit Related Fees” are the aggregate fees billed for
assurance and related services reasonably related to the
performance of 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 for agreed-upon procedures engagements for the leveraged Funds. |

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

			Total Non-Audit Fees Billed
			to
			Adviser and Adviser Entities
			(Engagements Related		Total Non-Audit Fees Billed
			Directly to the Operations		to
	Total Non-Audit		and		Adviser and Adviser Entities
	Fees Billed to Fund		Financial Reporting of Fund)		(All Other Engagements)		Total
	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year
	Ended 2009	Ended 2010	Ended 2009	Ended 2010	Ended 2009	Ended 2010	Ended 2009	Ended 2010
Municipal Value	$ 0		$ 0		$ 0		$ 0
Municipal Value
2 (1)	0		0		0		0
Municipal Income	0		0		0		0
Enhanced
Value (2)	0		0		0		0
Premium Income	3,400		0		0		3,400
Performance Plus	3,400		0		0		3,400
Municipal Advantage	3,400		0		0		3,400
Municipal Market Opportunity	3,400		0		0		3,400
Investment Quality	3,400		0		0		3,400
Select Quality	3,400		0		0		3,400
Quality Income	3,400		0		0		3,400
Premier Municipal	3,400		0		0		3,400
Premier Insured	3,400		0		0		3,400
Premium Income 2	3,400		0		0		3,400
Premium Income 4	3,400		0		0		3,400
Dividend Advantage	850		0		0		850
Dividend Advantage 2	0		0		0		0
Dividend Advantage 3	850		0		0		850
Municipal High Income	850		0		0		850
Insured Dividend Advantage	850		0		0		850
Insured Municipal Opportunity	3,400		0		0		3,400
Insured Premium Income 2	0		0		0		0
Insured Quality	3,400		0		0		3,400
Insured Tax-Free Advantage	850		0		0		850
Municipal High Income	850		0		0		850
Municipal High Income 2	0		0		0		0
Build
America (3)

(1)	The Fund commenced operations on February 24, 2009.
(2)	The Fund commenced operations on September 24, 2009.
(3)	The Fund commenced operations on December 4, 2009.

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			Total Non-Audit Fees Billed
			to
			Adviser and Adviser Entities
			(Engagements Related		Total Non-Audit Fees Billed
			Directly to the Operations		to
	Total Non-Audit		and		Adviser and Adviser Entities
	Fees Billed to Fund		Financial Reporting of Fund)		(All Other Engagements)		Total
	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year
	Ended 2009	Ended 2010	Ended 2009	Ended 2010	Ended 2009	Ended 2010	Ended 2009	Ended 2010
Select Maturities	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Select Portfolio	0	0	0	0	0	0	0	0
Select Portfolio 2	0	0	0	0	0	0	0	0
Select Portfolio 3	0	0	0	0	0	0	0	0
California Select Portfolio	0	0	0	0	0	0	0	0
New York Select Portfolio	0	0	0	0	0	0	0	0

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

The Audit Committee has approved in advance all audit services and non-audit services that the independent registered public accounting firm provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by the independent registered public accounting firm to each Fund or the Adviser or Adviser Entities were pre-approved by the Audit Committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.

Additional Information

Appointment of the Independent Registered Public Accounting Firm

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

Section 16(a) Beneficial Interest Reporting Compliance

Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require Board Members and officers, the Adviser, affiliated persons of the Adviser and persons who own more than 10% of a registered class of a Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the SEC and the New York Stock Exchange or NYSE Amex, 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, the Adviser and affiliated persons of the Adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year[, except as follows: Mr. James Ruane, an officer of the Funds and the Adviser, made a late filing on Form 3 with respect to Dividend Advantage 3; Mr. William J. Schneider, a Board Member, made a late filing on Form 4 with respect to Performance Plus; Mr. John P. Amboian, a Board Member, made an amended filing on Form 4 with respect to Insured Dividend. 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, except as provided in Appendix B.

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Information About the Adviser

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as investment adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of Nuveen. Nuveen is a wholly-owned subsidiary of Windy City, a corporation formed by investors led by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in Chicago, Illinois. Windy City is controlled by MDP on behalf of the Madison Dearborn Capital Partner V funds.

Shareholder Proposals

To be considered for presentation at the annual meeting of shareholders of the Funds to be held in 2011, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than March 1, 2012. 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, pursuant to each Fund’s By-Laws, submit such written notice to the Fund not later than May 15, 2012 or prior to April 25, 2012. 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 to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder and note the Fund or Funds that you own. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member and it will be sent to the Independent Chairman and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.

Expenses of Proxy Solicitation

With respect to routine items, such as the election of Board Members, the cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid by the Funds pro rata based on the number of shareholder accounts. For non-routine items, such as updating investment policies, the costs in connection with the solicitation of proxies will be paid by the Funds subject to such non-routine items 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. Any additional costs of solicitation will be paid by the Fund that requires additional solicitation.

Fiscal Year

The fiscal year end for each Fund (except Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio, New York Portfolio and Build America) is October 31. The fiscal year end for Build America is December 31. The fiscal year end for Select Maturities, Select Portfolio, Select Portfolio 2, Select Portfolio 3, California Portfolio and New York Portfolio is March 31.

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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.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on July 25, 2011

Each Fund’s Proxy Statement is available at www.nuveen.com/CEF/Info/Shareholder/Proxy-statements.aspx. For more information, shareholders may also contact the applicable Fund at the address and phone number set forth above.

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(s) 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 with respect to a matter requires the affirmative vote of a majority of the shares entitled to vote on the matter 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.

Kevin J. McCarthy

Vice President and Secretary

June 22, 2011

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APPENDIX A

Beneficial Ownership

The following table lists the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and in all Nuveen funds overseen by the Board Member nominee as of December 31, 2010.

	Municipal	Municipal	Enhanced	Municipal	Premium	Performance	Municipal	Municipal — Market	Investment	Select	Quality	Premier	Premier	Premium	Premium	Dividend
Board Member Nominees	Value	Value 2	Value	Income	Income	Plus	Advantage	Opportunity	Quality	Quality	Income	Municipal	Insured	Income 2	Income 4	Advantage
Board Members/ Nominees who are not interested persons of the
Funds
Robert P. Bremner	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Jack B. Evans	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
William C. Hunter	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
David J. Kundert	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
William J. Schneider	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Judith M. Stockdale	$0	$0	$0	$0	$0	$0	$0	$1- $10,000	$0	$0	$0	$1- $10,000	$0	$10,001- $50,000	$0	$10,001- $50,000
Carole E. Stone	$0	$0	$0	$0	$0		$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Virginia L. Stringer
Terence J. Toth	$0 $0	$0 $0	$0 $0	$0 $0	$10,001- $50,000	$0	$0	$0	$0	$0	$0	$0	$0	$0	$10,001- $50,000	$50,001- $100,000
Board Member/ Nominee who is an interested person of the
Funds
John P. Amboian	$0	$0	$0	$0	$50,000- $100,000	$0	$10,001- $50,000	$0	$0	$0	$0	$10,001- $50,000	$0	$0	$0	$0

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Dollar Range of Equity Securities
																	Aggregate
																	Range of
																	Securities
																	All Registered
																	Investment
																	Companies
																	Overseen by
																	Board Member
																	Nominees in
			Municipal	Insured	Insured	Insured	Insured										Family of
	Dividend	Dividend	High	High	Dividend	Municipal	Premium	Insured	Tax-Free	Select	Select	Select	Select	California	New York	Build	Investment
Board Member Nominees	Advantage 2	Advantage 3	Income	Income 2	Advantage	Opportunity	Income 2	Quality	Advantage	Maturities	Portfolio	Portfolio 2	Portfolio 3	Portfolio	Portfolio	America	Companies (1)
Board Member/ Nominees who are not interested persons of the
Funds
Robert P. Bremner	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0		Over $100,000
Jack B. Evans	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0		Over $100,000
William C. Hunter	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0		Over $100,000
David J. Kundert	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0		Over $100,000
William J. Schneider	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0		Over $100,000
Judith M. Stockdale	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0		Over $100,000
Carole E. Stone	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0		$50,001- $100,000
Virginia L. Stringer
Terence J. Toth	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0		Over $100,000
Board Member/ Nominee who is an interested person of the
Funds
John P. Amboian	$0	$50,001- $100,000	$0	$0 $0	$0	$0	$50,001- $100,000	$0	$0	$0	$0	$0	$0	$0	$0		Over $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 the Board Member.

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The following table sets forth, for each Board Member and Board Member Nominee and for the Board Members and Board Member Nominees and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2010. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.

| Fund Shares Owned By Board Members And
Officers (1) | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | Municipal | | | | | | | |
| | Municipal | Municipal | Municipal | Enhanced | Premium | Performance | Municipal | Market | Investment | Select | Quality | Premier | Premier | Premium | Premium |
| Board Member Nominees | Value | Value 2 | Income | Value | Income | Plus | Advantage | Opportunity | Quality | Quality | Income | Municipal | Insured | Income 2 | Income 4 |
| Board Members/ Nominees who are not interested persons of the
Funds | | | | | | | | | | | | | | | |
| Robert P. Bremner | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Jack B. Evans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Judith M. Stockdale | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 992 | 0 | 0 | 0 | 4 | 0 | 969 | 0 |
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Virginia L. Stringer | | | | | | | | | | | | | | | |
| Terence J. Toth | 0 | 0 | 0 | 0 | 2,029 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,055 |
| Board Member/ Nominee who is an interested person of the
Funds | | | | | | | | | | | | | | | |
| John P. Amboian | 0 | 0 | 0 | 0 | 5,000 | 0 | 4,000 | 0 | 0 | 0 | 0 | 2,500 | 0 | 0 | 0 |
| All Board Members and Officers as a Group | 0 | 25,002 | 0 | 0 | 17,000 | 3,529 | 11,176 | 2,125 | 1,000 | 0 | 0 | 2,504 | 0 | 969 | 0 |

(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan.

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| Fund Shares Owned By Board Members and
Officers (1) | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | Insured | | | | | | | | | |
| | | | | Municipal | Municipal | Insured | Insured | Premium | | Insured | | | | | | | |
| | Dividend | Dividend | Dividend | High | High | Dividend | Municipal | Income | Insured | Tax-Free | Select | Select | Select | Select | California | New York | Build |
| Board Member Nominees | Advantage | Advantage 2 | Advantage 3 | Income | Income 2 | Advantage | Opportunity | 2 | Quality | Advantage | Maturities | Portfolio | Portfolio 2 | Portfolio 3 | Portfolio | Portfolio | America |
| Board Member/ Nominees who are not interested persons of the
Funds | | | | | | | | | | | | | | | | | |
| Robert P. Bremner | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Jack B. Evans | 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| William C. Hunter | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| David J. Kundert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| William J. Schneider | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Judith M. Stockdale | 1,043 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Carole E. Stone | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Virginia L. Stringer | | | | | | | | | | | | | | | | | |
| Terence J. Toth | 3,921 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Board Member/ Nominee who is an interested person of the
Funds | | | | | | | | | | | | | | | | | |
| John P. Amboian | 0 | 0 | 5,000 | 0 | 0 | 0 | 0 | 5,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| All Board Members and Officers as a Group | 55,163 | 1,000 | 6,211 | 4,916 | 0 | 0 | 6,806 | 5,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |

(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan.

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APPENDIX B

List of Beneficial Owners Who Own More Than 5% of Any Class of Shares in Any Fund

The following chart lists each shareholder or group of shareholders who beneficially own more than 5% of any class of shares of any Fund*:

Fund and Class	Shareholder Name and Address	Amount of — Shares Owned	Percentage — Owned
Enhanced Value (NEV) — Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	1,392,425	7.2%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
Municipal Market Opportunity (NMO) — Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	2,347,229	5.1%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
Premier Municipal (NPF) — Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	1,555,469	8.0%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
Premier Insured (NIF) — Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	1,555,469	8.0%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
Premium Income 4 (NPT) — Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	2,681,747	6.2%

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Fund and Class	Shareholder Name and Address	Amount of — Shares Owned	Percentage — Owned
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
Dividend Advantage (NAD) — Auction Rate Preferred Shares	Citigroup Global Markets
Inc. (b) 388 Greenwich Street New York, NY 10013	691	14.4%
	Citigroup Financial Products
Inc. (b) 88 Greenwich Street New York, NY 10013
	Citigroup Global Markets Holdings
Inc. (b) 88 Greenwich Street New York, NY 10013
	Citigroup
Inc. (b) 399 Park Avenue New York, NY 10043
	Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	582	12.1%
	Bank of America, N.A. 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	433	9.0%
	UBS AG Bahnhoftstrasse 45 PO Box CH-8021 Zurich, Switzerland	261	5.43%
— Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	2,227,043	5.7%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
— MuniFund Term Preferred Shares	Karpus Management, Inc. d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, NY 14534	1,533,701	10.63%
Dividend Advantage 3 (NZF) — Auction Rate Preferred Shares	Citigroup Global Markets
Inc. (b) 388 Greenwich Street New York, NY 10013	890	13.2%

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Fund and Class	Shareholder Name and Address	Amount of — Shares Owned	Percentage — Owned
	Citigroup Financial Products
Inc. (b) 88 Greenwich Street New York, NY 10013
	Citigroup Global Markets Holdings
Inc. (b) 88 Greenwich Street New York, NY 10013
	Citigroup
Inc. (a) 399 Park Avenue New York, NY 10043
	Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	761	8.0%
	Bank of America, N.A. 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	492	5.2%
	UBS AG Bahnhoftstrasse 45 PO Box CH-8021 Zurich, Switzerland	1,002	10.57%
— Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	3,038,633	7.5%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
— MuniFund Term Preferred Shares	Karpus Management, Inc. d/b/a Karpus Investment Management 183 Sully’s Trail Pittsford, NY 14534	997,350	14.25%
Municipal High Income (NMZ) — Auction Rate Preferred Shares	Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	589	15.5%
	Bank of America, N.A. 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	335	8.8%
	Blue Ridge Investments, L.L.C. 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	254	6.7%

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Fund and Class	Shareholder Name and Address	Amount of — Shares Owned	Percentage — Owned
Insured Dividend Advantage (NVG) — Auction Rate Preferred Shares	Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	301	8.2%
— Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	3,810,745	8.2%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
Insured Premium Income 2 (NPX) — Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	3,200,053	8.6%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
Insured Quality (NQI) — Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	2,400,568	6.3%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
	The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187
Insured Tax-Free Advantage (NEA) — Auction Rate Preferred Shares	Bank of America Corporation 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	198	12.5%
	Bank of America, N.A. 100 North Tryon Street, Floor 25 Bank of America Corporate Center Charlotte, NC 28255	169	10.6%
— Common Shares	First Trust Portfolios
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187	1,646,588	7.4%
	First Trust Advisors
L.P. (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187

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Shareholder Name and Address
The Charger
Corporation (a) 120 East Liberty Drive, Suite 400 Wheaton, IL 60187

| * | The information contained in this
table is based on Schedule 13 filings made on or after
December 1, 2010. |
| --- | --- |
| (a) | First Trust Portfolios L.P.,
First Trust Advisors L.P. and The Charger Corporation filed
Schedule 13 jointly and did not differentiate holdings as
to each entity. |
| (b) | Citigroup Global Markets Inc.,
Citigroup Financial Products Inc., Citigroup Global Markets
Holdings Inc. and Citigroup Inc. filed Schedule 13D and/or
13G jointly and did not differentiate holdings as to each entity. |

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APPENDIX C

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING EACH FUND’S LAST FISCAL YEAR

					Compliance, Risk
					Management		Nominating
					and Regulatory		and
	Regular	Special	Executive	Dividend	Oversight	Audit	Governance
	Board	Board	Committee	Committee	Committee	Committee	Committee
Fund	Meeting	Meeting	Meeting	Meeting	Meeting	Meeting	Meeting
Municipal Value	5	8	0	3	4	4	4
Municipal Value 2	4	5	1	3	4	3	4
Municipal Income	5	8	0	3	4	4	4
Enhanced Value	2	1	1	0	4	1	4
Premium Income	5	8	0	3	4	4	4
Performance Plus	5	8	0	3	4	4	4
Municipal Advantage	5	8	0	3	4	4	4
Municipal Market Opportunity	5	8	0	3	4	4	4
Investment Quality	5	8	0	3	4	4	4
Select Quality	5	8	0	3	4	4	4
Quality Income	5	8	0	3	4	4	4
Premier Municipal	5	8	0	3	4	4	4
Premium Income 2	5	11	0	3	4	4	4
Premium Income 4	5	8	0	3	4	4	4
Dividend Advantage	5	8	0	3	4	4	4
Dividend Advantage 2	5	8	0	3	4	4	4
Dividend Advantage 3	5	8	0	3	4	4	4
Municipal High Income	5	8	0	3	4	4	4
Municipal High Income 2	5	8	0	3	4	4	4
Insured Dividend Advantage	5	9	1	3	4	4	4
Insured Municipal Opportunity	5	11	0	3	4	4	4
Insured Premium Income 2	5	8	0	3	4	4	4
Insured Quality	5	8	0	3	4	4	4
Insured Tax-Free Advantage	5	11	0	3	4	4	4

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					Compliance, Risk
					Management		Nominating
					and Regulatory		and
	Regular	Special	Executive	Dividend	Oversight	Audit	Governance
	Board	Board	Committee	Committee	Committee	Committee	Committee
Fund	Meeting	Meeting	Meeting	Meeting	Meeting	Meeting	Meeting
Insured Dividend Advantage	5	5	0	5	5	4	4
Select Maturities	5	5	0	5	5	4	4
Select Portfolio	5	5	0	5	5	4	4
Select Portfolio 2	5	5	0	5	5	4	4
Select Portfolio 3	5	5	0	5	5	4	4
California Portfolio	5	5	0	5	5	4	4
New York Portfolio	5	8	0	3	4	4	4
Build America

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APPENDIX D

NUVEEN FUND BOARD AUDIT COMMITTEE CHARTER

I. Organization and Membership

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

II. Statement of Policy, Purpose and Processes

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

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

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

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

Responsibilities

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

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

The Audit Committee is responsible for the following:

With respect to Fund financial statements:

| 1. | Reviewing and discussing the annual audited financial statements
and semi-annual financial statements with Fund management and
the independent auditors including major issues regarding
accounting and auditing principles and practices, and the
Funds’ disclosures in its periodic reports under
“Management’s Discussion and Analysis.” |
| --- | --- |
| 2. | Requiring the independent auditors to deliver to the Chairman of
the Audit Committee a timely report on any issues relating to
the significant accounting policies, management judgments and
accounting estimates or other matters that would need to be
communicated under Statement on Auditing Standards (SAS)
No. 90, Audit Committee Communications (which amended SAS
No. 61, Communication with Audit Committees), that arise
during the auditors’ review of the Funds’ financial
statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as
deemed necessary or appropriate in the Chairman’s judgment. |
| 3. | Discussing with management the Funds’ press releases
regarding financial results and dividends, as well as financial
information and earnings guidance provided to analysts and
rating agencies. This discussion may be done generally,
consisting of discussing the types of information to be
disclosed and the types of presentations to be made. The
Chairman of the Audit Committee shall be authorized to have
these discussions with management on behalf of the Audit
Committee. |

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| 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. In fulfilling its obligations under this paragraph,
the Audit Committee may review in a general manner the processes
other Board committees have in place with respect to
deficiencies in internal controls, material weaknesses, or any
fraud associated with internal controls. |

With respect to the independent auditors:

| 1. | Selecting, appointing, retaining or replacing the independent
auditors, subject, if applicable, only to Board and shareholder
ratification; and compensating, evaluating and overseeing the
work of the independent auditor (including the resolution of
disagreements between Fund management and the independent
auditor regarding financial reporting). |
| --- | --- |
| 2. | Meeting with the independent auditors and Fund management to
review the scope, fees, audit plans and staffing for the audit,
for the current year. At the conclusion of the audit, reviewing
such audit results, including the independent auditors’ |

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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). |
| 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. |

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| 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. |

With respect to pricing and valuation oversight:

| 1. | The Board has responsibilities regarding the pricing of a
Fund’s securities under the 1940 Act. The Board has
delegated this responsibility to the Committee to address
valuation issues that arise between Board meetings, subject to
the Board’s general supervision of such actions. The
Committee is primarily responsible for the oversight of the
Pricing Procedures and actions taken by the internal Valuation
Group (“Valuation Matters”). The Valuation Group will
report on Valuation Matters to the Committee and/or the
Board of Directors/Trustees, as appropriate. |
| --- | --- |
| 2. | Performing all duties assigned to it under the Funds’
Pricing Procedures, as such may be amended from time to time. |
| 3. | Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing
Procedures. |
| 4. | Reviewing any issues relating to the valuation of a Fund’s
securities brought to the Committee’s attention, including
suspensions in pricing, pricing irregularities, price overrides,
self-pricing, NAV errors and corrections thereto, and other
pricing matters. In this regard, the Committee should consider
the risks to the Funds in assessing the possible resolutions of
these Valuation Matters. |
| 5. | Evaluating, as it deems necessary or appropriate, the
performance of any pricing agent and recommend changes thereto
to the full Board. |
| 6. | Reviewing any reports or comments from examinations by
regulatory authorities relating to Valuation Matters of the
Funds and consider management’s responses to any such
comments and, to the extent the Committee deems necessary or
appropriate, propose to management and/or the
full Board the modification of the Fund’s policies and
procedures relating to such matters. The Committee, if deemed
necessary or desirable, may also meet with regulators. |

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| 7. | Meeting with members of management of the Funds, outside
counsel, or others in fulfilling its duties hereunder, including
assessing the continued appropriateness and adequacy of the
Pricing Procedures, eliciting any recommendations for
improvements of such procedures or other Valuation Matters, and
assessing the possible resolutions of issues regarding Valuation
Matters brought to its attention. |
| --- | --- |
| 8. | Performing any special review, investigations or oversight
responsibilities relating to Valuation as requested by the Board
of Directors/Trustees. |
| 9. | Investigating or initiating an investigation of reports of
improprieties or suspected improprieties in connection with the
Fund’s policies and procedures relating to Valuation
Matters not otherwise assigned to another Board committee. |

Other responsibilities:

| 1. | 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 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. |

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| 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.

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Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com NUV0711

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●		3 EASY WAYS TO VOTE YOUR PROXY
Nuveen Investments • 333 West Wacker Dr. • Chicago IL 60606
www.nuveen.com	1.	Automated Touch Tone
Voting: Call toll-free
1-888-221-0697 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.

999 999 999 999 99

FUND NAME PRINTS HERE COMMON SHARES THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR AN ANNUAL MEETING OF SHAREHOLDERS, JULY 25, 2011

The Annual Meeting of shareholders will be held Monday, July 25, 2011 at 10:30 a.m. Central time, in the Lobby Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Kevin J. McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Annual Meeting of shareholders to be held on July 25, 2011, or any adjournment or adjournments thereof.

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

¯ Date:_________

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

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

¯ ¯ NIM-NXP-NXQ-NXR- NXC-NXN

Folio /Folio

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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” each proposal.

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

1d.	Election of Board Members: Class II: (01) John P. Amboian (02) David J. Kundert (03) Terence J. Toth	FOR NOMINEES listed at left (except as marked to the contrary)	WITHHOLD AUTHORITY to vote for all nominees listed 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 above.)	FOR	AGAINST	ABSTAIN
2a.	To approve the
elimination of the Fund’s
fundamental investment
policy relating to the
Fund’s ability to make
loans.	¨	¨	¨
2b.	To approve the new
fundamental investment
policy relating to the
Fund’s ability to make
loans.	¨	¨	¨
3.	To transact such other
business as may properly
come before the Annual
Meeting.

PLEASE SIGN ON REVERSE SIDE

¯ ¯

Folio /Folio