Edgar Filing: NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND INC

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND
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(Name of Registrant as Specified in Its Charter)

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NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
DECEMBER 18, 2002 60606
(800) 257-8787

NOVEMBER 14, 2002

NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC. (NNY)
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC. (NNP)
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQN)
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC. (NVN)
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC. (NUN)
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC. (NNF)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND (NAN)
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXK)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
New Jersey Investment Quality Municipal Fund, Inc., Nuveen New Jersey Premium
Income Municipal Fund, Inc., Nuveen New York Municipal Value Fund, Inc. ("New
York Value"), Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New
York Investment Quality Municipal Fund, Inc., Nuveen New York Select Quality
Municipal Fund, Inc., Nuveen New York Quality Income Municipal Fund, Inc., and
Nuveen Insured New York Premium Income Municipal Fund, Inc., each a Minnesota
corporation and each of Nuveen New Jersey Dividend Advantage Municipal Fund,
Nuveen New York Dividend Advantage Municipal Fund, Nuveen New York Dividend
Advantage Municipal Fund 2, Nuveen Pennsylvania Dividend Advantage Fund, Nuveen
Pennsylvania Investment Quality Municipal Fund and Nuveen Pennsylvania Premium
Income Municipal Fund 2, each a Massachusetts business trust, (individually, a
"Fund" and, collectively, the "Funds"), will be held in the 31st floor
conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois,
on

Wednesday, December 18, 2002, at 10:00 a.m., Chicago time, for the following
purposes and to transact such other business, if any, as may properly come
before the Annual Meeting:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:

1. To elect Members to the Board of each Fund as outlined below:

a. For each Fund except New York Value, to elect seven (7) Board Members to
serve until the next Annual Meeting and until their successors shall
have been duly elected and qualified:

(i) five (5) Board Members to be elected by the holders of Common Shares
and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred"), voting together as a single class; and

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

b.For New York Value, to elect one (1) Board Member for a three year term
or until the successor has been duly elected and qualified.

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

Shareholders of record of each Fund at the close of business on October 22, 2002
are entitled to notice of and to vote at that Fund's Annual Meeting.

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

Gifford R. Zimmerman
Chief Administrative Officer

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

NOVEMBER 14, 2002

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each Director or Trustee a "Board Member") of each of Nuveen New Jersey
Dividend Advantage Municipal Fund ("New Jersey Dividend"), Nuveen New Jersey
Investment Quality Municipal Fund, Inc. ("New Jersey Investment"), Nuveen New
Jersey Premium Income Municipal Fund, Inc. ("New Jersey Premium") (the
aforementioned New Jersey Funds will be referred to collectively as the "New
Jersey Funds"), Nuveen New York Municipal Value Fund, Inc. ("New York Value"),
Nuveen New York Performance Plus Municipal Fund, Inc. ("New York Performance"),
Nuveen New York Investment Quality Municipal Fund, Inc. ("New York Investment"),
New York Select Quality Municipal Fund, Inc. ("New York Select"), Nuveen New
York Quality Income Municipal Fund, Inc. ("New York Quality"), Nuveen Insured
New York Premium Income Municipal Fund, Inc. ("Insured New York"), Nuveen New
York Dividend Advantage Municipal Fund ("New York Dividend"), Nuveen New York
Dividend Advantage Municipal Fund 2 ("New York Dividend 2") (the aforementioned
New York Funds will be referred to collectively as the "New York Funds"), Nuveen
Pennsylvania Investment Quality Municipal Fund ("Pennsylvania Investment"),
Nuveen Pennsylvania Dividend Advantage Municipal Fund ("Pennsylvania Dividend")
and Nuveen Pennsylvania Premium Income Municipal Fund 2 ("Pennsylvania Premium
2") (the aforementioned Pennsylvania Funds will be referred to collectively as
the "Pennsylvania Funds") (individually, a "Fund" and, collectively, the
"Funds"), of proxies to be voted at the Annual Meeting of Shareholders of each
Fund to be held on December 18, 2002 (for each Fund, an "Annual Meeting" and,
collectively, the "Annual Meetings"), and at any and all adjournments thereof.

On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the nominees as listed in this Joint
Proxy Statement. Shareholders of any 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.

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about November 14, 2002.

The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Fund's 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. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders of
one Fund will not affect the vote on the proposal by the shareholders of another
Fund.

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

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MATTER COMMON SHARES MUNIPREFERRED(1)
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1a(i). Election of Board Members by all X X
shareholders (except New York Value)
(Robert P. Bremner, Lawrence H. Brown,
Anne E. Impellizzeri, Peter R. Sawers
and Judith M. Stockdale nominated)
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a(ii). Election of Board Members by N/A X
MuniPreferred only (except New York
Value) (William J. Schneider and Timothy
R. Schwertfeger nominated)
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b. Election of Board Member for New York X N/A
Value by all shareholders (Anne E.
Impellizzeri nominated)
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(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Shares."

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

For each Fund (except New Jersey Dividend, New York Dividend, New York Dividend
2, Pennsylvania Investment, Pennsylvania Premium 2 and Pennsylvania Dividend,
the "Massachusetts Business Trusts"), abstentions and broker non-votes will be
treated as shares voted against the election of Board Members. For the
Massachusetts Business Trusts, abstentions

and broker non-votes will have no effect on the election of Board Members. The
details of the proposal to be voted on by the shareholders of each Fund and the
vote required for approval of the proposal are set forth under the description
of the proposal below.

Those persons who were shareholders of record at the close of business on
October 22, 2002 will be entitled to one vote for each share held. As of October
22, 2002, the shares of the Funds were issued and outstanding as follows:

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FUND SYMBOL* COMMON SHARES MUNIPREFERRED
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New Jersey Dividend NXJ 6,547,000 1,920 Series T
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New Jersey Investment NQJ 20,258,649 3,200 Series M
2,000 Series TH
1,280 Series F
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New Jersey Premium NNJ 12,012,930 624 Series T
1,440 Series W
1,600 Series TH
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New York Value NNY 15,120,364 N/A
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New York Performance NNP 14,957,607 1,600 Series M
800 Series T
2,000 Series W
572 Series F
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New York Investment NQN 17,699,489 960 Series M
2,400 Series T
2,400 Series F
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New York Select NVN 23,420,962 1,720 Series T
2,400 Series W
3,600 Series TH
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New York Quality NUN 24,083,739 2,200 Series M
2,200 Series W
2,400 Series TH
1,080 Series F
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Insured New York NNF 8,321,313 1,320 Series M
1,280 Series T
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New York Dividend NAN 9,183,464 2,760 Series F
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New York Dividend 2 NXK 6,457,000 1,880 Series W
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Pennsylvania Investment NQP 16,275,318 880 Series T
2,400 Series W
2,000 Series TH
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Pennsylvania Premium 2 NPY 15,753,059 844 Series M
2,080 Series TH
1,800 Series F
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Pennsylvania Dividend NXM 3,296,957 1,000 Series T
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* The common shares of all the Funds are listed on the New York Stock Exchange
with the exception of New Jersey Dividend, New York Dividend 2 and
Pennsylvania Dividend which are listed on the American Stock Exchange.

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about November 14, 2002.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except New York Value), seven (7) Board Members
are to be elected to serve until the next Annual Meeting and until their
successors shall have been duly elected and qualified. Under the terms of each
Fund's organizational documents (except New York Value), under normal
circumstances, holders of MuniPreferred are entitled to elect two (2) Board
Members, and the remaining Board Members are to be elected by holders of Common
Shares and MuniPreferred, voting together as a single class. Pursuant to the
organizational documents of New York Value, the Board is divided into three
classes, with each class being elected to serve a term of three years. This
year, one (1) Board Member is to be elected at this meeting to serve on the
Board of New York Value for a three year term.

A. FOR NEW JERSEY DIVIDEND, NEW JERSEY INVESTMENT, NEW JERSEY PREMIUM, NEW YORK
PERFORMANCE, NEW YORK INVESTMENT, NEW YORK SELECT, NEW YORK QUALITY, INSURED NEW
YORK, NEW YORK DIVIDEND, NEW YORK DIVIDEND 2, PENNSYLVANIA DIVIDEND,
PENNSYLVANIA INVESTMENT AND PENNSYLVANIA PREMIUM 2.

(i) Five Board Members are to be elected by holders of Common Shares
and the MuniPreferred, voting together as a single class. Board
Members Bremner, Brown, Impellizzeri, Sawers and Stockdale are
nominees for election by all shareholders.

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

B. FOR NEW YORK VALUE. The Board of New York Value has designated Anne E.
Impellizzeri as the Class II Board Member, and as nominee for Board Member for a
term expiring at the Annual Meeting of Shareholders in 2005, and until a
successor has been duly elected and qualified. The remaining Board Members,
Brown, Bremner, Sawers, Schneider, Schwertfeger and Stockdale, are current and
continuing Board Members. The terms of Robert P. Bremner, William J. Schneider
and Judith M. Stockdale as Class III Board Members of New York Value expire in
2003. The terms of Lawrence H. Brown, Peter R. Sawers and Timothy R.
Schwertfeger as Class I Board Members of New York Value expire in 2004.

The affirmative vote of a majority of the shares of a Fund present and entitled
to vote at the Annual Meeting (except for the Massachusetts Business Trusts)
will be required to elect Board Members of that Fund. For Massachusetts Business
Trusts, 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 of those
Funds.

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

All of the nominees were last elected to the Board at the 2001 annual meeting of
shareholders except for New York Value which only elected Class I Board Members.

Other than Mr. Schwertfeger, none of the Board Members have ever been a director
or an employee of Nuveen Investments or any affiliate.

EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED BELOW.

BOARD NOMINEES

NUMBER OF
PRINCIPAL OCCUPATIONS PORTFOLIOS IN
POSITIONS AND OFFICES WITH INCLUDING OTHER FUND COMPLEX
NAME, BIRTHDATE THE FUNDS, TERM OF OFFICE DIRECTORSHIPS DURING OVERSEEN BY
AND ADDRESS AND LENGTH OF TIME SERVED PAST FIVE YEARS BOARD MEMBER(1)
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Board Member who
is an interested
person* of the Fund:
Timothy R. Chairman of the Board and Chairman and Director 135
Schwertfeger(2),(4) Board Member. (since July 1996) of
3/28/49 Term of Office: 2002--All The John Nuveen
333 West Wacker Drive Funds, except 2004--New Company, Nuveen
Chicago, IL 60606 York Value Investments, Nuveen
Length of Time Served: Advisory Corp. and
since 1994--All Funds Nuveen Institutional
except 1999--New York Advisory Corp.; prior
Dividend 2001--New Jersey thereto, Executive Vice
Dividend, New York President and Director
Dividend 2 and of The John Nuveen
Pennsylvania Dividend Company and Nuveen
Investments; Director
(since 1992) and
Chairman (since 1996)
of Nuveen Advisory
Corp. and Nuveen
Institutional Advisory
Corp.; Chairman and
Director (since January
1997) of Nuveen Asset
Management Inc.;
Director (since 1996)
of Institutional
Capital Corporation;
Chairman and Director
(since 1999) of
Rittenhouse Financial
Services Inc.; Chief
Executive Officer and
Director (since
September 1999) of
Nuveen Senior Loan
Asset Management Inc.

Board Members who
are not interested
persons of the Fund:
Robert P. Bremner(3) Board Member. Private Investor and 117
8/22/40 Term of Office: 2002--All Management Consultant.
3725 Huntington Street, N.W. Funds, except 2003-- New
Washington, D.C. 20015 York Value
Length of Time Served:
since 1997--All Funds
except 1999--New York
Dividend 2001--New Jersey
Dividend, New York
Dividend 2 and
Pennsylvania Dividend

Lawrence H. Brown(4) Board Member. Retired (August 1989) 117
7/29/34 Term of Office: 2002--All as Senior Vice
201 Michigan Avenue Funds, except 2004-- New President of The
Highwood, IL 60040 York Value Northern Trust Company.
Length of Time Served:
since 1993--All Funds
except 1999--New York
Dividend 2001--New Jersey
Dividend, New York
Dividend 2 and
Pennsylvania Dividend

Anne E. Impellizzeri(5) Board Member. Retired; formerly, 117
1/26/33 Term of Office: 2002--All Executive Director
3 West 29th Street Funds (1998-2002) of
New York, NY 10001 Length of Time Served: Manitoga/The Russel
since 1994--All Funds Wright Design Center;
except 1999--New York prior thereto,
Dividend 2001--New Jersey President and Chief
Dividend, New York Executive Officer of
Dividend 2 and Blanton-Peale
Pennsylvania Dividend Institute; prior
thereto, Vice
President, Metropolitan
Life Insurance Co.

Peter R. Sawers(4) Board Member. Adjunct Professor of 117
4/3/33 Term of Office: 2002-- All Business and Economics,
22 The Landmark Funds, except 2004-- New University of Dubuque,
Northfield, IL 60093 York Value Iowa; formerly
Length of Time Served: (1991-2000) Adjunct
since 1991-- All Funds Professor, Lake Forest
except 1992--New Jersey Graduate School of
Premium and Insured New Management, Lake
York 1993--Pennsylvania Forest, Illinois;
Premium 2 1999--New York Director, Executive
Dividend 2001--New Jersey Service Corps of
Dividend, New York Chicago; Director,
Dividend 2 and Hadley School for the
Pennsylvania Dividend Blind; prior thereto,
Executive Director,
Towers Perrin
Australia, a management
consulting firm;
Chartered Financial
Analyst; Certified
Management Consultant.

William J. Schneider(2),(3) Board Member. Senior Partner and 117
9/24/44 Term of Office: 2002-- All Chief Operating
4000 Miller-Valentine Ct. Funds, except 2003-- New Officer, Miller-
P.O. Box 744 York Value Valentine Group, Vice
Dayton, OH 45401 Length of Time Served: President,
since 1997-- All Funds Miller-Valentine
except 1999--New York Realty, a development
Dividend 2001--New Jersey and contract company;
Dividend, New York Chair, Miami Valley
Dividend 2 and Hospital; Chair, Miami
Pennsylvania Dividend Valley Economic
Development Coalition;
formerly, Member,
Community Advisory
Board, National City
Bank, Dayton, Ohio; and
Business Advisory
Council, Cleveland
Federal Reserve Bank.

Judith M. Stockdale(3) Board Member. Executive Director, 117
12/29/47 Term of Office: 2002-- All Gaylord and Dorothy
35 East Wacker Drive Funds, except 2003-- New Donnelley Foundation
Suite 2600 York Value (since 1994); prior
Chicago, IL 60601 Length of Time Served: thereto, Executive
since 1997-- All Funds Director, Great Lakes
except 1999--New York Protection Fund (from
Dividend 2001--New Jersey 1990 to 1994).
Dividend, New York
Dividend 2 and
Pennsylvania Dividend
--------------------------------------------------------------------------------------------------

* "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.

(1) As of November 1, 2002, the Board Members and nominees were board members of
30 Nuveen open-end funds and 87 closed-end funds managed by Nuveen Advisory
Corp. ("NAC"). In addition, Mr. Schwertfeger is a board member of 8 open-end
and 10 closed-end funds managed by Nuveen Institutional Advisory Corp.
("NIAC").

(2) Board Members Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds except New York Value.

(3) Board Members Bremner, Schneider and Stockdale are currently Class III Board
Members of New York Value, whose term will expire in 2003.

(4) Board Members Brown, Sawers and Schwertfeger are currently Class I Board
Members of New York Value, whose term will expire in 2004.

(5) Ms. Impellizzeri is a Class II Board Member, whose current term will expire
at the annual meeting and has been nominated for a new term to expire in
2005.

BENEFICIAL OWNERSHIP

The following table lists the dollar range of equity securities beneficially
owned by each Board Member in each Fund and in all Nuveen Funds overseen by the
Board Members as of July 31, 2002:

DOLLAR RANGE OF EQUITY SECURITIES
---------------------------------------------------------------------------------------
NEW JERSEY NEW JERSEY NEW JERSEY NEW YORK NEW YORK
BOARD MEMBERS DIVIDEND INVESTMENT PREMIUM VALUE PERFORMANCE
---------------------------------------------------------------------------------------

Timothy R.
Schwertfeger(1) $0 $0 $0 $0 $0
Robert P. Bremner $0 $0 $0 $0 $0
Lawrence H. Brown $0 $0 $0 $0 $0
Anne E. Impellizzeri $0 $0 $0 $0 $0
Peter R. Sawers $0 $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0 $0

DOLLAR RANGE OF EQUITY SECURITIES
-----------------------------------------------------------------------------------------
NEW YORK NEW YORK NEW YORK INSURED NEW YORK
BOARD MEMBERS INVESTMENT SELECT QUALITY NEW YORK DIVIDEND
-----------------------------------------------------------------------------------------

Timothy R.
Schwertfeger(1) $0 $0 $0 $0 $0
Robert P. Bremner $0 $0 $0 $0 $0
Lawrence H. Brown $0 $0 $0 $0 $0
Anne E. Impellizzeri $0 $10,001-$50,000 $0 $0 $0
Peter R. Sawers $0 $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0 $0

DOLLAR RANGE OF EQUITY SECURITIES
------------------------------------------------------------------------------------------
NEW YORK PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBERS DIVIDEND 2 DIVIDEND INVESTMENT PREMIUM 2
------------------------------------------------------------------------------------------

Timothy R. Schwertfeger(1) $0 $0 $0 $0
Robert P. Bremner $0 $0 $0 $0
Lawrence H. Brown $0 $0 $0 $0
Anne E. Impellizzeri $0 $0 $0 $0
Peter R. Sawers $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0

AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES OVERSEEN BY
DOLLAR RANGE OF EQUITY SECURITIES BOARD MEMBER IN FAMILY OF
BOARD MEMBERS INVESTMENT COMPANIES(2)
--------------------------------- -------------------------------------

Timothy R. Schwertfeger(1) Over $100,000
Robert P. Bremner $10,001 - $50,000
Lawrence H. Brown Over $100,000
Anne E. Impellizzeri $50,001 - $100,000
Peter R. Sawers Over $100,000
William J. Schneider Over $100,000
Judith M. Stockdale $10,001 - $50,000
----------------------------------------------------------------------------

(1) For Mr. Schwertfeger, the amount reflected also includes shares held in
Nuveen's 401(k)/Profit Sharing Plan.
(2) The amounts reflect the aggregate dollar range of equity securities
beneficially owned by the Board Member in the Funds and in all Nuveen funds
overseen by each Board Member and reflects share equivalents of certain
Nuveen funds in which the Board Member is deemed to be invested pursuant to
the Deferred Compensation Plan for Independent Board Members, as more fully
described under "Compensation."

The following table sets forth, for each Board Member and for the Board Members
and officers as a group, the amount of shares beneficially owned in each Fund as
of July 31, 2002. The information as to beneficial ownership is based on
statements furnished to each Fund by each Board Member and officer.

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------------------------------------------------
NEW JERSEY NEW JERSEY NEW JERSEY NEW YORK NEW YORK
BOARD MEMBERS DIVIDEND INVESTMENT PREMIUM VALUE PERFORMANCE
---------------------------------------------------------------------------------------

Timothy R. Schwertfeger -- -- -- -- --
Robert P. Bremner -- -- -- -- --
Lawrence H. Brown -- -- -- -- --
Anne E. Impellizzeri -- -- -- -- --
Peter R. Sawers -- -- -- -- --
William J. Schneider -- -- -- -- --
Judith M. Stockdale -- -- -- -- --
ALL CURRENT BOARD
MEMBERS AND OFFICERS
AS A GROUP -- -- -- -- --

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS
--------------------------------------------------------------------------------------
NEW YORK NEW YORK NEW YORK INSURED NEW YORK
BOARD MEMBERS INVESTMENT SELECT QUALITY NEW YORK DIVIDEND
--------------------------------------------------------------------------------------

Timothy R. Schwertfeger -- -- -- -- --
Robert P. Bremner -- -- -- -- --
Lawrence H. Brown -- -- -- -- --
Anne E. Impellizzeri -- 1,000 -- -- --
Peter R. Sawers -- -- -- -- --
William J. Schneider -- -- -- -- --
Judith M. Stockdale -- -- -- -- --
ALL CURRENT BOARD MEMBERS AND
OFFICERS AS A GROUP -- 1,000 -- -- --

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS
------------------------------------------------------------------------------------------
NEW YORK PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBERS DIVIDEND 2 DIVIDEND INVESTMENT PREMIUM 2
------------------------------------------------------------------------------------------

Timothy R. Schwertfeger -- -- -- --
Robert P. Bremner -- -- -- --
Lawrence H. Brown -- -- -- --
Anne E. Impellizzeri -- -- -- --
Peter R. Sawers -- -- -- --
William J. Schneider -- -- -- --
Judith M. Stockdale -- -- -- --
ALL CURRENT BOARD MEMBERS AND
OFFICERS AS A GROUP -- -- -- --
------------------------------------------------------------------------------------------

(1) The numbers include share equivalents of certain Nuveen Funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members as more fully described below.

On July 31, 2002, Board Members and executive officers of the Funds as a group
beneficially owned 468,068 common shares of all funds managed by Nuveen Advisory
Corp. ("NAC" or the "Adviser") and Nuveen Institutional Advisory Corp. ("NIAC")
(includes Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitute less than 1% of the outstanding shares of
each Fund. As of October 22, 2002, the Board Members and executive officers of
the Funds as a group beneficially owned less than 1% of the outstanding common
shares of each Fund. As of July 31, 2002, the Board Members and executive
officers of the Funds did not own any shares of MuniPreferred. As of October 22,
2002, no shareholder beneficially owned more than 5% of any class of shares of
any Fund.

OTHER AFFILIATIONS OR RELATIONSHIPS OF BOARD MEMBERS

As of July 31, 2002, none of the Board Members who are not "interested persons"
of a Fund (as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) and who are not affiliated with Nuveen Investments
("Nuveen") or the Adviser (the "Independent Board Members"), nor any immediate
family member of an Independent Board Member, owns shares of the Adviser or a
principal underwriter of a Fund, nor does any such person own shares of a
company controlling, controlled by or under common control with the Adviser or a
principal underwriter of a Fund.

There have been no transactions by a Fund since the beginning of the Fund's last
fiscal year, nor are there any transactions currently proposed, in which the
amount exceeds $60,000 and in which any Board Member, executive officer or
security holder of more than 5% of the voting securities of a Fund, or any
immediate family members of the foregoing persons, has or will have a direct or
indirect material interest, nor have any of the foregoing persons been indebted
to a Fund in an amount in excess of $60,000 at any time since that date.

No Independent Board Member, nor any immediate family member of such a Board
Member, has had, in the past five years, any direct or indirect interest, the
value of which exceeds $60,000, in the Adviser or principal underwriter of the
Funds or in a person (other than a registered investment company) directly or
indirectly controlling, controlled by or under common control with, the Adviser
or principal underwriter of the Funds. Moreover, no

Independent Board Member (or immediate family member of any Independent Board
Member) has, or has had in the last two fiscal years of the Funds, any direct or
indirect relationships or any direct or indirect material interest in any
transaction or series of transactions or in any currently proposed transaction
or series of transactions, in which the amount involved exceeds $60,000, in
which the following persons were or are a party: the Funds, an officer of the
Funds, any investment company sharing the same Adviser or principal underwriter
of the Funds or any officer of such a party, any person directly or indirectly
controlling, controlled by or under common control with, the Adviser or
principal underwriter of the Funds, or any officer of such a person.

Within the last two completed fiscal years of the Funds, no officer of any
investment adviser or principal underwriter of the Funds or of any person
directly or indirectly controlling, controlled by or under common control with
the investment adviser or principal underwriter of the Funds, has served as a
board member on a board of a company where any of the Board Members or Nominees
of the Funds has served as an officer.

COMPENSATION

The Board Members affiliated with Nuveen Investments or the Adviser serve
without any compensation from the Funds. The Independent Board Members receive a
$15,000 quarterly retainer ($60,000 annually) for serving as a board member of
all funds affiliated with Nuveen and the Adviser and a $1,750 fee per day plus
expenses for attendance in person or by telephone at all meetings (including any
committee meetings) held on a day on which a regularly scheduled Board meeting
is held, a $1,000 fee per day plus expenses for attendance in person or a $500
fee per day plus expenses for attendance by telephone at all meetings (including
any committee meetings) held on a day on which no regular Board meeting is held,
and a $500 fee per day plus expenses for attendance in person or $250 if by
telephone at a meeting of any committee. The annual retainer, fees and expenses
are allocated among the funds managed by the Adviser on the basis of relative
net asset sizes although Fund management may, in its discretion, establish a
minimum amount to be allocated to each Fund. Effective January 1, 1999, the
Boards of certain Nuveen Funds (the "Participating Funds") established a
Deferred Compensation Plan for Independent Board Members ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of their fees. Each of the Funds except New York
Value, Insured New York, New York Dividend, New York Dividend 2, New Jersey
Dividend and Pennsylvania Dividend are Participating Funds under the Deferred
Compensation Plan.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid (including deferred fees) for
service on the boards of the Nuveen open-end and closed-end Funds managed by NAC
("NAC Funds") for the calendar year ended

2001. Mr. Schwertfeger, a Board Member who is an interested person of each Fund,
does not receive any compensation from the Fund or any Nuveen funds.

AGGREGATE COMPENSATION FROM THE FUNDS(1)
------------------------------------------------------------------------------------------------------
NEW JERSEY NEW JERSEY NEW JERSEY NEW YORK NEW YORK
BOARD MEMBERS DIVIDEND INVESTMENT PREMIUM VALUE PERFORMANCE
------------------------------------------------------------------------------------------------------

Robert P. Bremner $271 $606 $360 $215 $510
Lawrence H. Brown 366 656 390 228 556
Anne E. Impellizzeri 271 488 290 215 387
Peter R. Sawers 268 528 314 213 399
William J. Schneider 271 508 302 215 404
Judith M. Stockdale 271 583 347 215 486
------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)
----------------------------------------------------------------------------------------------------
NEW YORK NEW YORK NEW YORK INSURED NEW YORK
BOARD MEMBERS INVESTMENT SELECT QUALITY NEW YORK DIVIDEND
----------------------------------------------------------------------------------------------------

Robert P. Bremner $591 $774 $791 $278 $298
Lawrence H. Brown 645 845 863 294 314
Anne E. Impellizzeri 448 587 599 278 298
Peter R. Sawers 463 606 619 275 294
William J. Schneider 468 613 626 278 298
Judith M. Stockdale 564 738 754 278 298
----------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)
--------------------------------------------------------------------------------------------------------
NEW YORK PENNSYLVANIA PENNSYLVANIA PENNSYLVANIA
BOARD MEMBERS DIVIDEND 2 DIVIDEND INVESTMENT PREMIUM 2
--------------------------------------------------------------------------------------------------------

Robert P. Bremner $204 $181 $480 $455
Lawrence H. Brown 215 270 520 493
Anne E. Impellizzeri 204 181 387 367
Peter R. Sawers 202 179 419 397
William J. Schneider 204 181 403 382
Judith M. Stockdale 204 181 462 438
--------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO BOARD MEMBERS(2)
------------------------------------------- -------------------------------------------------------------
BOARD MEMBERS
----------------------------------------------------------------------------------------------------------

Robert P. Bremner $72,500
Lawrence H. Brown 78,500
Anne E. Impellizzeri 72,500
Peter R. Sawers 73,000
William J. Schneider 72,500
Judith M. Stockdale 72,500
----------------------------------------------------------------------------------------------------------

(1) Includes compensation for service on the Boards of the NAC Funds for the
calendar year ended 2001, including deferred fees.

BOARD MEMBER(3)
------------------------------------------------------------
ROBERT P. PETER R. ANNE E. WILLIAM J. JUDITH M.
DEFERRED FEES BREMNER SAWERS IMPELLIZZERI SCHNEIDER STOCKDALE
-----------------------------------------------------------------------------------------------

New Jersey Dividend $ -- -- -- -- --
New Jersey Investment $ 81 528 488 508 120
New Jersey Premium $ 48 314 290 302 72
New York Value $ -- -- -- -- --
New York Performance $ 62 399 387 404 91
New York Investment $ 72 463 448 468 106
New York Select $ 94 606 587 613 138
New York Quality $ 96 619 599 626 141
Insured New York $ -- -- -- -- --
New York Dividend $ -- -- -- -- --
New York Dividend 2 $ -- -- -- -- --
Pennsylvania Dividend $ -- -- -- -- --
Pennsylvania Investment $ 64 419 387 403 95
Pennsylvania Premium 2 $ 61 397 367 382 90
-----------------------------------------------------------------------------------------------

(2) Includes compensation for services on the Boards of the NAC Funds for the
calendar year ended 2001, including deferred fees.

(3) Mr. Brown did not defer any compensation.

COMMITTEES

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

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) or (ii) matters of an administrative or ministerial nature.
The executive committee of each Fund held no meetings during their last fiscal
year.

Lawrence H. Brown and Timothy R. Schwertfeger are current members of the
dividend committee. The dividend committee is authorized to declare
distributions on the Funds' shares including, but not limited to, regular and
special dividends, capital gains and ordinary income distributions. The dividend
committee of each Fund with a September fiscal year end (the New York Funds)
held five meetings during its last fiscal year; the dividend committee of each
Fund with a June fiscal year end (the New Jersey and Pennsylvania Funds) held
four meetings during its last fiscal year.

Lawrence H. Brown and Judith M. Stockdale are current members of the valuation
committee for each Fund. The valuation committee oversees the Funds' Pricing
Procedures including, but

not limited to, the review and approval of fair value pricing determinations
made by Nuveen's Valuation Group. The valuation committee held one meeting
during its last fiscal year.

Each Fund's Board has an audit committee composed of Board Members who are not
"interested persons" of the Fund and who are "independent" as that term is
defined in Section 303.01(B)(2)(a) and (3) of the New York Stock Exchange's
listing standards or Section 121(A) of American Stock Exchange's listing
standards, as applicable. The audit committee monitors the accounting and
reporting policies and practices of the Funds, the quality and integrity of the
financial statements of the Funds, compliance by the Funds with legal and
regulatory requirements and the independence and performance of the external and
internal auditors. The audit committee reviews the work and any recommendations
of the Fund's independent auditors. Based on such review, it is authorized to
make recommendations to the Board. A copy of the Audit Committee Charter is
attached to the proxy statement as Appendix A. The audit committee of each Fund
held two meetings during its last fiscal year.

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

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

THE FUND'S OFFICERS

The following table sets forth information as of November 1, 2002 with respect
to each officer of the Funds, other than Mr. Schwertfeger, who is a Board Member
and is included in the table relating to nominees for the Board. Officers of the
Funds receive no compensation

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

------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES NUMBER OF
WITH THE FUND, TERM PRINCIPAL OCCUPATIONS PORTFOLIOS IN
NAME, BIRTHDATE AND OF OFFICE AND LENGTH INCLUDING OTHER DIRECTORSHIPS FUND COMPLEX
ADDRESS OF TIME SERVED DURING PAST FIVE YEARS SERVED BY OFFICER
------------------------------------------------------------------------------------------------

Michael T. Atkinson Vice President and Vice President (since January 135
2/3/66 Assistant Secretary. 2002), formerly, Assistant
333 West Wacker Drive Term of Office: 2002. Vice President (from 2000),
Chicago, IL 60606 Length of Time previously, Associate of
Served: since 2002. Nuveen Investments.
Paul L. Brennan Vice President. Vice President (since January 130
11/10/66 Term of Office: 2002. 2002), formerly Assistant
333 West Wacker Drive Length of Time Vice President (from 1997),
Chicago, IL 60606 Served: since 2002. of Nuveen Advisory Corp.
Peter H. D'Arrigo Vice President and Vice President of Nuveen 135
11/28/67 Treasurer. Investments (since January
333 West Wacker Drive Term of Office: 2002. 1999), prior thereto,
Chicago, IL 60606 Length of Time Assistant Vice President
Served: since 1999. (from January 1997 to January
1999); formerly, Associate of
Nuveen Investments; Vice
President and Treasurer of
Nuveen Senior Loan Asset
Management Inc. (since
September 1999); Chartered
Financial Analyst.
Susan M. DeSanto Vice President. Vice President of Nuveen 135
9/8/54 Term of Office: 2002. Advisory Corp. (since August
333 West Wacker Drive Length of Time 2001); previously, Vice
Chicago, IL 60606 Served: since 2001. President of Van Kampen
Investment Advisory Corp.
(from 1998); prior thereto,
Assistant Vice President of
Van Kampen Investment
Advisory Corp. (from 1994).

Jessica R. Droeger Vice President and Vice President (since January 135
9/24/64 Secretary. 2002) and Assistant General
333 West Wacker Drive Term of Office: 2002. Counsel (since 1998),
Chicago, IL 60606 Length of Time formerly, Assistant Vice
Served: since 2002. President (from May 1998) of
Nuveen Investments; Vice
President (since May 2002),
and Assistant Secretary (from
1998) formerly, Assistant
Vice President of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp.;
prior thereto, Associate at
the law firm D'Ancona
Partners LLC.
Lorna C. Ferguson Vice President. Vice President of Nuveen 135
10/24/45 Term of Office: 2002. Investments; Vice President
333 West Wacker Drive Length of Time (since January 1998) of
Chicago, IL 60606 Served: since 1998. Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.
William M. Fitzgerald Vice President. Managing Director (since 135
3/2/64 Term of Office: 2002. 2001), formerly Vice
333 West Wacker Drive Length of Time President (since 1995) of
Chicago, IL 60606 Served: since 1995. Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.; Chartered Financial
Analyst.
Stephen D. Foy Vice President and Vice President of Nuveen 135
5/31/54 Controller. Investments and (since May
333 West Wacker Drive Term of Office: 2002. 1998) The John Nuveen
Chicago, IL 60606 Length of Time Company; Vice President
Served: since 1998. (since September 1999) of
Nuveen Senior Loan Management
Inc.; Certified Public
Accountant.
J. Thomas Futrell Vice President. Vice President of Nuveen 130
7/5/55 Term of Office: 2002. Advisory Corp.; Chartered
333 West Wacker Drive Length of Time Financial Analyst.
Chicago, IL 60606 Served: since 1992
Richard A. Huber Vice President. Vice President of Nuveen 130
3/26/63 Term of Office: 2002. Institutional Advisory Corp.
333 West Wacker Drive Length of Time (since 1998) and Nuveen
Chicago, IL 60606 Served: since 1997 Advisory Corp. (since 1997).

Steve J. Krupa Vice President. Vice President of Nuveen 130
8/21/57 Term of Office: 2002. Advisory Corp.
333 West Wacker Drive Length of Time
Chicago, IL 60606 Served: since 1990.
David J. Lamb Vice President. Vice President (since March 135
3/22/63 Term of Office: 2002. 2000) of Nuveen Investments,
333 West Wacker Drive Length of Time previously Assistant Vice
Chicago, IL 60606 Served: since 2000. President (from January
1999); prior thereto,
Associate of Nuveen
Investments; Certified Public
Accountant.
Tina M. Lazar Vice President. Vice President (since 1999), 135
8/27/61 Term of Office: 2002. previously, Assistant Vice
333 West Wacker Drive Length of Time President (since 1993) of
Chicago, IL 60606 Served: 2002. Nuveen Investments.
Larry W. Martin Vice President and Vice President, Assistant 135
7/27/51 Assistant Secretary. Secretary and Assistant
333 West Wacker Drive Term of Office: 2002. General Counsel of Nuveen
Chicago, IL 60606 Length of Time Investments; Vice President
Served: since 1988. and Assistant Secretary of
Nuveen Advisory Corp., Nuveen
Institutional Advisory Corp.
and Nuveen Senior Loan Asset
Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company; and Assistant
Secretary of Nuveen Asset
Management Inc. (since
January 1997).
Edward F. Neild, IV Vice President. Managing Director (since 135
7/7/65 Term of Office: 2002. 2002), formerly, Vice
333 West Wacker Drive Length of Time President (from September
Chicago, IL 60606 Served: since 1996. 1996) of Nuveen Advisory
Corp. and Nuveen
Institutional Advisory Corp.;
Chartered Financial Analyst.
Thomas J. O'Shaughnessy Vice President. Vice President (since January 130
9/4/60 Term of Office: 2002. 2002), formerly, Assistant
333 West Wacker Drive Length of Time Vice President (from 1998),
Chicago, IL 60606 Served: since 2002. of Nuveen Advisory Corp.
Thomas C. Spalding, Jr. Vice President. Vice President of Nuveen 130
7/31/51 Term of Office: 2002. Advisory Corp. and Nuveen
333 West Wacker Drive Length of Time Institutional Advisory Corp;
Chicago, IL 60606 Served: since 1982. Chartered Financial Analyst.

Gifford R. Zimmerman Chief Administrative Managing Director (since 135
9/9/56 Officer. 2002), Assistant Secretary
333 West Wacker Drive Term of Office: 2002. and Associate General
Chicago, IL 60606 Length of Time Counsel, formerly, Vice
Served: since 1988. President of Nuveen
Investments; Managing
Director (since 2002),
General Counsel and Assistant
Secretary, formerly, Vice
President of Nuveen Advisory
Corp. and Nuveen
Institutional Advisory Corp.;
Managing Director (since
2002), and Assistant
Secretary, formerly, Vice
President of Nuveen Senior
Loan Asset Management Inc.
(since September 1999);
Managing Director and
Assistant Secretary of Nuveen
Asset Management Inc.; Vice
President and Assistant
Secretary of The John Nuveen
Company; Chartered Financial
Analyst.

AUDIT COMMITTEE REPORT

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

The Committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The Committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The Committee has also discussed with the independent
auditors the matters required to be discussed by

Statement on Auditing Standards No. 61 (Communications with Audit Committees).
Each Fund's independent auditors provided to the Committee the written
disclosure required by Independent Standards Board Standard No. 1 (Independent
Discussions with Audit Committees), and the Committee discussed with
representatives of the independent auditor their firm's independence. As
provided in the Audit Committee Charter, it is not the Committee's
responsibility to determine, and the considerations and discussions referenced
above do not ensure, that each Fund's financial statements are complete and
accurate and presented in accordance with generally accepted accounting
principles.

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

The members of the Committee are:

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

AUDIT AND RELATED FEES

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

----------------------------------------------------------------------------
FINANCIAL INFORMATION
AUDIT SYSTEMS DESIGN AND ALL OTHER
FUND FEES IMPLEMENTATION FEES FEES
----------------------------------------------------------------------------

New Jersey Dividend $ 6,838 $0 $2,279
New Jersey Investment 12,049 0 2,461
New Jersey Premium 9,027 0 2,355
New York Value 6,950 0 83
New York Performance 10,375 0 2,402
New York Investment 11,313 0 2,434
New York Select 13,393 0 2,507
New York Quality 13,587 0 2,514
Insured New York 7,643 0 2,307
New York Dividend 7,858 0 2,314
New York Dividend 2 6,828 0 2,278
Pennsylvania Dividend 5,757 0 2,241
Pennsylvania Investment 10,507 0 2,407
Pennsylvania Premium 2 10,205 0 2,396

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

APPOINTMENT OF INDEPENDENT AUDITORS

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

SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than 10%
of a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange or American Stock Exchange, as
applicable. These persons and entities are required by SEC regulation to furnish
the Funds with copies of all Section 16(a) forms they file. Based on a review of
these forms furnished to each Fund, each Fund believes that the Fund's Board
Members and officers, investment adviser and affiliated persons of the
investment adviser have complied with all applicable

Section 16(a) filing requirements during its last fiscal year. To the knowledge
of management of the Funds, no shareholder of a Fund owns more than 10% of a
registered class of a Fund's equity securities.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of The John Nuveen Company, 333 West Wacker Drive, Chicago, Illinois
60606. The John Nuveen Company is approximately 78% owned by The St. Paul
Companies, Inc. ("St. Paul"). St. Paul is located at 385 Washington Street, St.
Paul, Minnesota 55102, and is principally engaged in providing
property-liability insurance through subsidiaries.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2003, 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 July 17, 2003. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than September 30, 2003. Timely
submission of a proposal does not mean that such proposal will be included.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, 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. Additional solicitation may be made by letter,
telephone or telegraph by officers or employees of Nuveen Investments or Nuveen
Advisory Corp., or by dealers and their representatives.

FISCAL YEAR

The last fiscal year for the New Jersey Funds and Pennsylvania Funds was June
30, 2002 and for the New York Funds was September 30, 2002.

ANNUAL REPORT DELIVERY

Annual reports for the Funds' fiscal year ended in 2002 were sent (New Jersey
and Pennsylvania Funds) or will be sent (New York Funds) 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.

GENERAL

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

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

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

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

Gifford R. Zimmerman
Chief Administrative Officer

November 14, 2002

APPENDIX A

NUVEEN MANAGEMENT INVESTMENT COMPANIES

AUDIT COMMITTEE CHARTER

January 31, 2002

ORGANIZATION

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

STATEMENT OF POLICY

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

The Audit Committee shall have the authority in its discretion to retain special
legal, accounting or other consultants to advise the Committee. The Audit
Committee may request any officer or employee of the John Nuveen Company or the
Funds' independent auditors or outside counsel to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee. The
Funds' independent auditors and internal auditors shall have unrestricted
accessibility at any time to committee members.

RESPONSIBILITIES

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

The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. The independent auditors are ultimately accountable to the
Board and Audit Committee. It is the ultimate responsibility of the Board and
the Audit Committee for selection, evaluation and replacement of the independent
auditors.

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

The audit Committee is responsible for the following:

Fund Financial Statements:

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

2. Requiring the independent auditors to deliver to the Chairman of the
Committee a timely report on any issues relating to the significant
accounting policies, management judgments and accounting estimates
or other matters that would need to be communicated under SAS 61,
that arise during the auditor's review of the Fund's financial
statements, which information shall be further communicated by the
Chairman to the other members of the Committee, as deemed necessary
or appropriate in the judgment of the Chairman.

With respect to the independent auditors:

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

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

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

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

With respect to any internal auditor:

7. Reviewing the internal audit function as it relates to the Funds
including the proposed programs for the coming year. It is not the
obligation or responsibility of the Audit Committee to confirm the
independence of any Nuveen internal auditors performing services
relating to the Funds or to approve any termination or replacement
of the Nuveen Manager of Internal Audit.

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

Other responsibilities:

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

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

11. Reviewing the reports of examinations by regulatory authorities.

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

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

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

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

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

[NUVEEN INVESTMENTS LOGO]

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

(800) 257-8787

www.nuveen.com NXJ1202

[NUVEEN INVESTMENTS LOGO]

NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND 2
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2
ANNUAL MEETING OF SHAREHOLDERS

COMMON SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
DECEMBER 18, 2002

The annual meeting of shareholders will be held
Wednesday, December 18, 2002, at 10:00 a.m. Central
Time, in the 31st Floor Conference Room of Nuveen
Investments, 333 West Wacker Drive, Chicago,
Illinois. At this meeting, you will be asked to vote
on the proposals described in the proxy statement
attached. The undersigned hereby appoints Timothy R.
Schwertfeger, Jessica R. Droeger and Gifford R.
Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned to
represent and vote the shares of the undersigned at
the annual meeting of shareholders to be held on
December 18, 2002, or any adjournment or
adjournments thereof.

You are encouraged to specify your choice by marking the appropriate box. If
you do not mark any box, your proxy will be voted "FOR" the proposal.
Please mark, sign, date and return this proxy card promptly using the enclosed
envelope if you are not voting by telephone or over the Internet. To vote by
telephone, please call (800) 690-6903. To vote over the Internet, go to
www.proxyvote.com. In either case you will be asked to enter the control number
on the right hand side of this proxy card.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Common Shares

Vote On Proposal For Withhold For All To withhold authority to vote, mark "For
All All Except All Except" and write the nominee's
number on the line below.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) Robert P. Bremner ----------------------------------------
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale

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

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

The shares to which this proxy relates will be voted as specified. If
no specification is made, such shares will be voted "FOR" the
election of nominees to the Board and "FOR" the proposal set forth on
this proxy.

Please be sure to sign and date this proxy if you are not voting by
telephone or over the Internet.

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.

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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

[NUVEEN INVESTMENTS LOGO]

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
DECEMBER 18, 2002

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Preferred Shares

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

The shares to which this proxy relates will be voted as specified. If
no specification is made, such shares will be voted "FOR" the election
of nominees to the Board and "FOR" the proposal set forth on this
proxy.

Please be sure to sign and date this proxy if you are not voting by
telephone or over the Internet.

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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date