UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-06383 --------------------- Nuveen Michigan Quality Income Municipal Fund, Inc. ------------------------------------------------------------------------------ (Exact name of registrant as specified in charter) Nuveen Investments 333 West Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip code) Jessica R. Droeger Nuveen Investments 333 West Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------ (Name and address of agent for service) Registrant's telephone number, including area code: (312) 917-7700 ------------------- Date of fiscal year end: July 31 ------------------ Date of reporting period: July 31, 2005 ------------------ Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. ANNUAL REPORT July 31, 2005 Nuveen Investments Municipal Closed-End Exchange-Traded Funds NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. NUM NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. NMP NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND NZW NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. NUO NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND NXI NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NBJ NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 NVJ Photo of: Man, woman and child at the beach. Photo of: A child. DEPENDABLE, TAX-FREE INCOME BECAUSE IT'S NOT WHAT YOU EARN, IT'S WHAT YOU KEEP.(R) Logo: NUVEEN Investments Photo of: Woman Photo of: Man and child Photo of: Woman NOW YOU CAN RECEIVE YOUR NUVEEN FUND REPORTS FASTER. NO MORE WAITING. SIGN UP TODAY TO RECEIVE NUVEEN FUND INFORMATION BY E-MAIL. It only takes a minute to sign up for E-Reports. Once enrolled, you'll receive an e-mail as soon as your Nuveen Investments Fund information is ready -- no more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report, and save it on your computer if you wish. ------------------ DELIVERY DIRECT TO YOUR E-MAIL INBOX ------------------ IT'S FAST, EASY & FREE: WWW.INVESTORDELIVERY.COM if you get your Nuveen Fund dividends and statements from your financial advisor or brokerage account. OR WWW.NUVEEN.COM/ACCOUNTACCESS if you get your Nuveen Fund dividends and statements directly from Nuveen. (Be sure to have the address sheet that accompanied this report handy. You'll need it to complete the enrollment process.) Logo: NUVEEN Investments Photo of: Timothy R. Schwertfeger Timothy R. Schwertfeger Chairman of the Board Chairman's LETTER TO SHAREHOLDERS Once again, I am pleased to report that over the 12-month period covered by this report your Fund continued to provide you with monthly tax-free income and an attractive total return. For more details about the management strategy and performance of your Fund, please see the Portfolio Manager's Comments and Performance Overview sections of this report. As I noted in my last letter to you, many market observers are wondering whether longer-term interest rates will soon begin to rise substantially, mirroring the rise that has taken place over the past year in shorter-term rates. If longer-term rates do begin to rise significantly, some have suggested that this would be a signal to begin adjusting your holdings of fixed-income investments. Nobody knows what the market will do in the future. But from our experience, we do know that a well-balanced portfolio, structured and carefully monitored with the help of a trusted investment professional, can be an important component in helping you achieve your long-term financial goals. In fact, a well-diversified portfolio may actually help to reduce your overall investment risk over the long term. That is one reason why we believe that a municipal bond investment like your Nuveen Fund can be an important building block in a comprehensive investment program designed to perform well in a variety of market conditions. "IN FACT, A WELL-DIVERSIFIED PORTFOLIO MAY ACTUALLY HELP TO REDUCE YOUR OVERALL INVESTMENT RISK OVER THE LONG TERM." As in past reports, I urge you to consider receiving future Fund reports and other Fund information by e-mail and the Internet. Not only will you be able to receive the information faster, but this also may help lower your Fund's expenses. Sign up is quick and easy - see the inside front cover of this report for instructions. Earlier in 2005, The St. Paul Travelers Companies, Inc., which owned 79% of Nuveen Investments, Inc. (the parent of your Fund's investment adviser), sold a substantial portion of its stake in Nuveen. More recently, St. Paul sold the balance of its Nuveen shares to Nuveen Investments or to others. Please be assured that these transactions only affect Nuveen's corporate structure, and they do not have any impact on the investment objectives or management of your Fund. At Nuveen Investments, our mission continues to be to assist you and your financial advisor by offering investment services and products that can help you to secure your financial objectives. We are grateful that you have chosen us as a partner as you pursue your financial goals, and we look forward to continuing to earn your trust in the months and years ahead. Sincerely, /s/ Timothy R. Schwertfeger Timothy R. Schwertfeger Chairman of the Board September 15, 2005 Nuveen Municipal Closed-End Exchange-Traded Funds (NUM, NMP, NZW, NUO, NXI, NBJ, NVJ) Portfolio Manager's COMMENTS Portfolio manager Cathryn Steeves discusses the economic and municipal market environments, key investment strategies and the performance of these Funds. Cathryn, who joined Nuveen in 1996, assumed portfolio management responsibility for the Ohio Funds in August 2004 and for the Michigan Funds in January 2005. WHAT FACTORS AFFECTED THE U.S. ECONOMY AND MUNICIPAL MARKET DURING THE 12-MONTH REPORTING PERIOD ENDED JULY 31, 2005? Between August 1, 2004, and July 31, 2005, the Federal Reserve implemented eight 0.25% increases in the fed funds rate. These increases, which were aimed at controlling economic growth and keeping the rate of inflation at acceptable levels, raised this short-term target to 3.25% from 1.25%. (On August 9, 2005, following the close of this reporting period, the fed funds rate was increased by another 0.25% to 3.50%.) As the fed funds rate rose over the reporting period, there was a corresponding increase in many shorter-term municipal market rates. At the same time, longer-term yields declined and bond prices rose. The yield on the benchmark 10-year U.S. Treasury note stood at 4.31% on July 31, 2005, compared with 4.45% one year earlier. Longer-term yields in the municipal market followed a similar pattern. The yield of the Bond Buyer 25 Revenue Bond Index, a widely-followed measure of longer-term municipal market rates, declined by approximately 45 basis points during this 12-month reporting period. This rise in shorter-term rates and decline in longer-term rates produced an overall flattening of the yield curve, and generally helped the performance of bonds with longer effective maturities while tending to hurt the performance of securities with shorter maturities or short call dates. Despite the increases in shorter-term rates and an upsurge in energy costs, the economic expansion continued through the reporting period. The U.S. gross domestic product (GDP) grew in every calendar quarter, expanding at an annualized rate of 4.0% in the third quarter of 2004, by 3.3% (annualized) in the fourth quarter of 2004, 3.8% (annualized) in the first three months of 2005 and 3.4% (annualized) in the second quarter of 2005. 4 As of July 31, 2005, the year-over-year increase in the Consumer Price Index (CPI) was 3.2%, and the national unemployment rate stood at 5.0%, its lowest level since September 2001. On the whole, job reports over the 12-month period presented a picture of relatively solid growth. Over this 12-month period, municipal bond new issue supply nationwide remained strong, with $389.1 billion in new securities coming to market. One major factor behind the large new issue supply was the flattening yield curve, which in many situations made advance refundings economically more attractive for municipal issuers. Advance refunding means issuing new bonds at current lower rates and using the proceeds to effectively pay off existing, higher-yielding bonds. Between January and July 2005 such refundings were 67% higher than during the same period in 2004. HOW ABOUT ECONOMIC AND MARKET CONDITIONS IN MICHIGAN AND OHIO? During this reporting period, Michigan's manufacturing-based economy remained among the weakest in the country. The state's relatively highly unionized work force, combined with high energy and shipping costs, continued to prompt outsourcing to states and countries where costs were lower. While jobs in the business and services industries expanded, this was not enough to offset losses among auto manufacturers and suppliers. As of July 2005, Michigan's unemployment rate stood at 7.0%, the highest among the 50 states and well above the July 2005 national average of 5.0%. The continued weakness of the state's economy caused Fitch to downgrade Michigan's general obligation debt to AA from AA+ in December 2004. Moody's followed suit in January 2005, lowering the state's rating to Aa2 from Aa1. Standard & Poor's downgraded Michigan's general obligation debt to AA from AA+ in March 2005. During this reporting period, municipal issuance in Michigan totaled $14.1 billion, an increase of 60% over the previous 12 months. Ohio's economic growth also continued to be constrained by the state's heavy reliance on the weakened manufacturing sector. However, the massive job losses in manufacturing - with 235,000 jobs lost over the past three years - appear to have eased in recent months, and the state has become a hub for healthcare services. The state's outlook for business and professional services jobs also has improved recently, providing diversity to the Ohio economy. While relatively high when compared with the national average, the 5 jobless rate in Ohio fell to 5.7% in July 2005, down from 6.2% in July 2004. Recent state legislation that limits judgments against small and medium-sized companies, combined with Ohio's below-average overall cost of doing business, was expected to help strengthen Ohio's competitiveness and encourage businesses to relocate to or remain in the state. As of July 31, 2005, Ohio's general obligation bonds were rated Aa1/AA+/AA+ by Moody's, Standard & Poor's and Fitch, respectively. In November 2004, Moody's revised its outlook for the state to stable from negative, citing recent improvements in Ohio's economic conditions. For the 12 months ended July 31, 2005, Ohio issuers offered $11.4 billion in new municipal debt, an increase of 7% from the previous 12-month period. WHAT KEY STRATEGIES WERE USED TO MANAGE THE MICHIGAN AND OHIO FUNDS DURING THE 12 MONTHS ENDED JULY 31, 2005? With many market participants anticipating higher long-term interest rates, our focus in the Michigan and Ohio Funds throughout this period centered on finding bonds that we believed would add immediate value to the Funds' portfolios and that, in our judgment, also had the potential to perform well under a variety of future market scenarios, regardless of economic or interest rate trends. In general, our purchase activity emphasized bonds in the long-intermediate part of the yield curve - specifically, bonds that mature in 15 to 25 years. In our opinion, bonds in the intermediate part of the curve offered more attractive opportunities and the best values during this period. We also focused on purchasing bonds with premium coupons - those with prices above par and coupons above current market rates. Historically, these bonds often have held their value better than current coupon bonds when interest rates rise. Since premium bonds are sometimes vulnerable to early calls, we sought to balance some of these holdings by also purchasing bonds with eight to ten years of call protection. As noted earlier, Michigan experienced significant growth in municipal issuance during this period, especially in the first part of 2005, while Ohio saw a more modest increase in municipal supply. In both markets, this increased our opportunities to utilize our specialized research expertise to find the types of bonds we sought. For example, for all 6 three of the Michigan Funds during this period we purchased BBB rated Chelsea Community Hospital bonds; BBB-rated Chandler Park Academy, a charter school; and non-rated bonds issued by Michigan State Hospital Financial Authority for Presbyterian Villages of Michigan, a long-term care facility. In the Ohio Funds, we added bonds rated AA issued by Montgomery County for Catholic Health Initiatives to all four Funds and bonds rated Baa1 issued for Wittenberg University to NUO, NXI and NVJ. In addition to yield curve positioning and credit exposure, another priority during this period was careful duration management. Duration is a measure of a bond's price sensitivity as interest rates change, with higher duration bonds being more sensitive and thereby presenting greater interest rate risk. Duration management became increasingly important in the first half of 2005, as the flattening of the yield curve resulted in a dramatic rise in advance refundings. This had a generally positive impact on the Funds' performance, but also had a shortening effect on the Funds' durations. In order to maintain the Funds' durations within our preferred strategic range, we sold some of our older pre-refunded bonds and bonds with shorter maturities, which tended to underperform in the interest rate environment of the past 12 months, and reinvested the proceeds in longer duration bonds. Selling shorter duration bonds and reinvesting further out on the yield curve also enabled us to improve the Funds' overall call protection. As discussed in the shareholder report dated January 31, 2005, we also began to use forward interest rate swaps, a type of derivative financial instrument, in late 2004 in an effort to reduce some of the interest rate risk in NZW. It is important to note that the hedge was not an attempt to profit from correctly predicting the timing and direction of interest rate movements. Instead, our sole objective was to reduce the duration of the Fund without having a negative impact on its income stream or common share dividends over the short term. The gain or loss from the hedging activity is reflected as an addition or subtraction to the Fund's net asset value (NAV) as the market value of the hedge fluctuates. Over the course of this reporting period, the hedge was effective in helping to reduce the NAV volatility of NZW. However, it had a negative impact on the Fund's total return for the period as declining long-term interest rates caused the value of the hedge to decline as the value of the Fund's portfolio rose. 7 HOW DID THE FUNDS PERFORM? Individual results for these Michigan and Ohio Funds, as well as for comparative indexes and averages, are presented in the accompanying table. TOTAL RETURNS ON NET ASSET VALUE* For periods ended 7/31/05 MICHIGAN FUNDS 1-YEAR 5-YEAR 10-YEAR -------------------------------------------------------------------------------- NUM 9.28% 8.52% 7.16% -------------------------------------------------------------------------------- NMP 8.80% 8.37% 7.41% -------------------------------------------------------------------------------- NZW 10.41% NA NA -------------------------------------------------------------------------------- Lehman Brothers Municipal Bond Index1 6.35% 6.48% 6.23% -------------------------------------------------------------------------------- Lipper Michigan Municipal Debt Funds Average2 9.53% 8.73% 7.81% -------------------------------------------------------------------------------- OHIO FUNDS -------------------------------------------------------------------------------- NUO 8.70% 7.77% 7.11% -------------------------------------------------------------------------------- NXI 9.87% NA NA -------------------------------------------------------------------------------- NBJ 9.90% NA NA -------------------------------------------------------------------------------- NVJ 10.40% NA NA -------------------------------------------------------------------------------- Lehman Brothers Municipal Bond Index1 6.35% 6.48% 6.23% -------------------------------------------------------------------------------- Lipper Other States Municipal Debt Funds Average3 9.78% 8.51% 7.28% -------------------------------------------------------------------------------- *Annualized Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. For additional information, see the individual Performance Overview for your Fund in this report. For the 12 months ended July 31, 2005, the total returns on NAV for all seven of the Funds in this report exceeded the return on the Lehman Brothers Municipal Bond Index. NZW also outperformed the average return for the Lipper Michigan peer group, while NUM and NMP trailed this measure. Among the Ohio Funds, NXI, NBJ and NVJ all outperformed the Lipper Other States peer group, while NUO lagged the group average. It should be noted that the performance of the Lipper Other States category represents the average returns of funds from 10 different states, representing a wide variety of economic and municipal market conditions. We believe this makes direct comparisons between this group average and a particular Ohio Fund less meaningful. 1 The Lehman Brothers Municipal Bond Index is an unleveraged, unmanaged national index comprising a broad range of investment-grade municipal bonds. Results for the Lehman index do not reflect any expenses. 2 The Lipper Michigan Municipal Debt Funds category average is calculated using the returns of all closed-end exchange-traded funds in this category for each period as follows: 1 year, 7 funds; 5 years, 5 funds; and 10 years, 4 funds. Fund and Lipper returns assume reinvestment of dividends. 3 The Lipper Other States Municipal Debt Funds category average is calculated using the returns of all closed-end exchange-traded funds in this category for each period as follows: 1 year, 44 funds; 5 years, 19 funds; and 10 years, 17 funds. Fund and Lipper returns assume reinvestment of dividends. 8 One of the primary factors benefiting the 12-month performance of these Funds relative to that of the unleveraged Lehman Brothers index was the Funds' use of financial leverage. While leveraging can add volatility to a Fund's NAV and share price, especially during periods when interest rates rise, this strategy can also provide opportunities for additional income and total return for common shareholders when short-term interest rates remain relatively low and long-term rates fall or remain constant. As noted earlier, the municipal market yield curve flattened over the course of this reporting period as longer-term interest rates fell while short-term rates rose. Since falling bond yields mean rising bond prices, longer maturity bonds with falling yields generally performed better than securities with shorter maturities. Heavier exposure to the longer end of the yield curve helped the performances of NZW, NXI, NVJ, NBJ, and--to a lesser extent--NUM , while the performances of NMP and NUO were hampered by their relatively greater exposure to the short end of the curve. Part of the duration management strategy discussed earlier included efforts to more closely align the yield curve positioning of all these Funds. All of the Funds in this report also benefited during this period from their allocations of lower-quality bonds during this period. Bonds rated BBB and lower and non-rated bonds generally outperformed other higher-credit quality sectors as increased demand for lower-quality bonds offering higher yields drove up the value of these securities. For example, all of the Michigan Funds benefited from their holdings of lower-rated bonds issued for Detroit Medical Center, which posted a return of 35% for the 12-month reporting period. Strong performing bonds in the Ohio Funds included the BBB rated Hamilton County issue for Twin Towers (a long-term care facility bond held by all four Funds), Baa1 rated bonds for Summa Health Systems (held by NUO, NBJ and NVJ), and non-rated Ohio Water Development Authority solid waste disposal revenue bonds issued for Bay Shore Power (held by NUO, NXI and NBJ). The Ohio Funds also benefited from their holdings of BBB rated bonds issued by Puerto Rico and backed by the 1998 master tobacco settlement agreement, which produced solid performance during this period as the litigation environment improved and supply/demand dynamics drove tobacco bond prices higher. 9 In addition to leverage and credit and sector exposures, the Funds' performances during this period were impacted by actions that affected individual securities, including advance refundings, bond calls and upgrades or downgrades. NUM and NZW, in particular, benefited from advance refundings of 11% and 6%, respectively, of their portfolios during this reporting period. NXI, NBJ and NVJ also had portions of their portfolios pre-refunded during this period. These advance refundings resulted in price appreciation and enhanced credit quality. In contrast, NMP and NUO had fewer pre-refundings during this period than the other Funds in this report. While bonds that were pre-refunded over this period tended to enhance Fund performance, holdings of older pre-refunded bonds tended to underperform the general municipal market during this period due to the shorter effective maturities of these bonds. This had an impact on the returns of NUM, NMP and NUO in particular. Housing was another sector that lagged the market during this period, largely as the result of the increased risk of prepayments and bond calls in the current interest rate environment. All of the Funds had exposures to housing bonds backed by the Government National Mortgage Association (GNMA), which did not perform well during this period and had slight negative impacts on the Funds' annual returns. 10 HOW WERE THE FUNDS POSITIONED IN TERMS OF CREDIT QUALITY AND BOND CALLS AS OF JULY 31, 2005? The Funds continued to maintain strong credit quality. As of July 31, 2005, all of these Funds continued to offer excellent credit quality, with allocations of bonds rated AAA/U.S. guaranteed and AA ranging from 76% in NVJ to 79% in NXI, 80% in NBJ, 83% in NZW, 86% in NUO, and 90% in NUM and NMP. As of July 31, 2005, potential call exposure for the period August 2005 through the end of 2006 ranged from 2% in NUM and NVJ to 3% in NZW, 4% in NBJ, 6% in NXI, 9% in NMP and 11% in NUO. The number of actual bond calls in all of these Funds depends largely on future market interest rates. 11 Dividend and Share Price INFORMATION Each of the Funds in this report uses leverage to enhance opportunities for additional income for common shareholders. The extent of this benefit is tied in part to the short-term rates the Funds pay their MuniPreferred(R) shareholders. During periods of low short-term rates, leveraged Funds generally pay lower dividends to their MuniPreferred shareholders, which can leave more earnings to support common share dividends. However, when short-term interest rates rise, as they did during this reporting period, the Funds' borrowing costs also rise. While leveraging continued to provide benefits for common shareholders, the extent of these benefits was reduced. In addition, older Funds such as NUM, NMP, and NUO had a greater number of older, higher-yielding bonds that matured or were called, and the proceeds from these bonds had to be reinvested in the lower-yielding bonds available in the current rate environment, thereby reducing the Funds' income streams. The decline in interest rates at the longer end of the yield curve during this period also had an impact on some of the newer Funds, which had fewer opportunities to build reserves. As a cumulative result of all these factors, NXI and NVJ experienced one dividend reduction over the 12-month period ended July 31, 2005, and the dividends of NUM, NMP, NUO, and NBJ were reduced twice. The dividend of NZW remained stable throughout this reporting period. In addition, due to capital gains generated by normal portfolio activity, common shareholders of the following Funds received capital gains and net ordinary income distributions at the end of December 2004, as follows: LONG-TERM CAPITAL GAINS ORDINARY INCOME (PER SHARE) (PER SHARE) -------------------------------------------------------------------------------- NUM $0.1109 $0.0056 -------------------------------------------------------------------------------- NMP $0.0454 $0.0056 -------------------------------------------------------------------------------- NUO $0.0295 $0.0059 -------------------------------------------------------------------------------- NBJ $0.0210 $0.0015 -------------------------------------------------------------------------------- NVJ $0.0183 -- -------------------------------------------------------------------------------- All of the Funds in this report seek to pay stable dividends at rates that reflect each Fund's past results and projected future performance. During certain periods, each Fund may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Fund during the period. If a Fund has cumulatively earned more than it has paid in dividends, it holds the excess in reserve as undistributed net investment income (UNII) as part of the Fund's NAV. Conversely, if a Fund has 12 cumulatively paid dividends in excess of its earnings, the excess constitutes negative UNII that is likewise reflected in the Fund's NAV. Each Fund will, over time, pay all of its net investment income as dividends to shareholders. As of July 31, 2005, all of the Funds in this report had positive UNII balances for both financial statement and tax purposes. At the end of the reporting period, the Funds' share prices were trading at premiums or discounts to their NAVs as shown in the accompanying chart: 7/31/05 12-MONTH AVERAGE PREMIUM/DISCOUNT PREMIUM/DISCOUNT -------------------------------------------------------------------------------- NUM -1.32% +0.44% -------------------------------------------------------------------------------- NMP +0.84% -1.35% -------------------------------------------------------------------------------- NZW +8.74% +1.49% -------------------------------------------------------------------------------- NUO +2.29% +4.21% -------------------------------------------------------------------------------- NXI +9.32% +4.30% -------------------------------------------------------------------------------- NBJ +0.72% +2.28% -------------------------------------------------------------------------------- NVJ +2.12% +0.96% -------------------------------------------------------------------------------- 13 Nuveen Michigan Quality Income Municipal Fund, Inc. NUM Performance OVERVIEW As of July 31, 2005 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 82% AA 8% A 7% BBB 2% BB or Lower 1% Bar Chart: 2004-2005 Monthly Tax-Free Dividends Per Share2 Aug 0.079 Sep 0.079 Oct 0.079 Nov 0.079 Dec 0.079 Jan 0.079 Feb 0.079 Mar 0.076 Apr 0.076 May 0.076 Jun 0.072 Jul 0.072 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 8/1/04 15.33 15.45 15.5 15.5 15.49 15.49 15.45 15.48 15.45 15.41 15.62 15.57 15.45 15.57 15.6 15.56 15.75 15.8 15.62 15.78 15.8 15.8 15.9 16.1 15.7 15.73 15.78 15.9 15.85 15.72 15.63 15.78 15.74 15.67 15.58 15.65 15.7 15.87 15.82 15.9 16.03 15.87 15.74 15.68 15.73 15.85 15.93 15.84 15.92 15.9 15.87 15.73 15.9 15.85 16.02 16 16.1 16.2 16.21 16.1 16.26 16.27 16.25 16.53 16.68 16.5 16.55 16.57 16 15.7 15.75 15.84 15.91 15.97 16.04 16.05 16.05 16.05 15.99 15.99 15.87 15.91 16.05 15.91 15.95 15.85 15.72 15.78 15.84 15.8 15.85 15.95 15.95 15.94 15.96 16.05 16.14 16.1 16 15.91 15.86 16.2 16.19 16.24 16.3 16.45 16.36 16.3 16.45 16.39 16.5 16.4 16.25 16.15 16.08 16.07 16.04 16.2 16.24 16.07 16.04 16.08 16.13 16.09 16.11 16.02 16.19 16.28 16.42 16.36 16.71 16.7 16.66 16.88 16.62 16.52 16.52 16.55 16.63 16.51 16.51 16.4 16.51 16.6 16.88 17.08 16.71 16.64 16.6 16.78 17 16.85 17 16.94 16.45 16.48 16.54 16.45 16.44 16.5 16.18 16 15.77 15.42 15.24 15.4 15.35 15.52 15.69 15.74 15.81 15.75 15.9 15.76 15.82 15.78 15.67 15.63 15.65 15.64 15.69 15.69 15.68 15.64 15.65 15.7 15.72 15.81 15.95 15.95 15.92 15.93 15.91 15.99 15.85 15.88 16.11 16.07 15.99 16.11 16.08 16.18 16.04 16.05 16.13 16.08 16.16 16.19 15.91 15.96 16.06 16.19 16.23 16.2 16.07 15.93 15.95 15.88 15.73 15.63 15.75 15.83 15.8 15.76 15.78 15.8 15.84 15.89 15.86 15.94 15.93 16.02 16.1 16.1 16.17 16.1 16.15 16.15 16.13 16 15.89 16 15.95 15.87 15.95 15.79 15.65 15.65 15.56 15.58 15.55 15.61 15.67 7/31/05 15.67 FUND SNAPSHOT ------------------------------------ Common Share Price $15.67 ------------------------------------ Common Share Net Asset Value $15.88 ------------------------------------ Premium/(Discount) to NAV -1.32% ------------------------------------ Market Yield 5.51% ------------------------------------ Taxable-Equivalent Yield1 7.99% ------------------------------------ Net Assets Applicable to Common Shares ($000) $185,900 ------------------------------------ Average Effective Maturity on Securities (Years) 15.00 ------------------------------------ Leverage-Adjusted Duration 8.67 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 10/17/91) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 9.94% 9.28% ------------------------------------ 5-Year 9.04% 8.52% ------------------------------------ 10-Year 7.10% 7.16% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Tax Obligation/General 25.9% ------------------------------------ U.S. Guaranteed 24.2% ------------------------------------ Tax Obligation/Limited 12.1% ------------------------------------ Healthcare 11.5% ------------------------------------ Utilities 8.2% ------------------------------------ Water and Sewer 6.9% ------------------------------------ Education and Civic Organizations 5.7% ------------------------------------ Other 5.5% ------------------------------------ 1 Taxable equivalent yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 31%. When comparing this fund to investments that generate qualified dividend income, the taxable equivalent yield is lower. 2 The Fund also paid shareholders capital gains and net ordinary income distributions in December 2004 of $0.1165 per share. 14 Nuveen Michigan Premium Income Municipal Fund, Inc. NMP Performance OVERVIEW As of July 31, 2005 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 70% AA 20% A 7% BBB 1% BB or Lower 2% Bar Chart: 2004-2005 MONTHLY TAX-FREE DIVIDENDS PER SHARE2 Aug 0.077 Sep 0.077 Oct 0.077 Nov 0.077 Dec 0.077 Jan 0.077 Feb 0.077 Mar 0.074 Apr 0.074 May 0.074 Jun 0.07 Jul 0.07 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 8/1/04 14.49 14.58 14.58 14.53 14.62 14.77 14.7 14.73 14.72 14.74 14.8 14.74 14.8 14.62 14.75 14.75 14.65 14.64 14.66 14.8 14.85 14.9 15.16 15.13 15.04 15.01 15.14 15.15 15.05 14.95 15.1 15.15 15.39 15.33 15.12 15.15 15.29 15.2 15.14 15.12 15.24 15.35 15.27 15.24 15.32 15.49 15.36 15.48 15.31 15.42 15.55 15.67 15.48 15.58 15.7 15.55 15.75 15.7 15.61 15.51 15.75 15.64 15.77 15.74 15.8 15.8 15.81 15.7 15.37 15.36 15.28 15.39 15.37 15.45 15.75 15.58 15.66 15.6 15.59 15.59 15.62 15.53 15.53 15.51 15.34 15.44 15.53 15.61 15.5 15.46 15.46 15.38 15.32 15.12 15.05 15.15 15.16 15.1 15.25 15.25 15.16 15.26 15.22 15.06 15.11 15.24 15.13 15.19 15.14 15.23 15.35 15.15 15.3 15.34 15.39 15.41 15.5 15.65 15.72 15.72 15.85 15.91 15.72 15.83 15.8 15.76 15.63 15.65 15.67 15.7 15.72 15.87 15.83 15.88 15.87 15.88 15.83 15.6 15.61 15.59 15.6 15.64 15.8 16.01 16.01 16.02 16.09 16.06 16.14 16.16 16.25 16.09 16.03 15.8 15.85 15.9 15.72 15.72 15.64 15.43 14.89 14.89 14.73 14.61 14.55 14.48 14.52 14.66 14.8 14.85 14.8 14.89 14.91 14.98 15.25 15.2 15.2 15.26 15.25 15.24 15.39 15.14 15 15 14.9 14.85 14.99 15.3 15.12 15.12 15.15 15.28 15.26 15.3 15.05 15.1 15.2 15.28 15.3 15.28 15.29 15.28 15.4 15.41 15.4 15.3 15.48 15.65 15.57 15.49 15.61 15.6 15.66 15.63 15.65 15.6 15.64 15.65 15.7 15.55 15.4 15.38 15.36 15.62 15.5 15.42 15.42 15.42 15.44 15.45 15.31 15.38 15.4 15.55 15.6 15.65 15.7 15.6 15.6 15.72 15.75 15.62 15.8 15.75 15.76 15.75 15.57 15.65 15.42 15.57 15.56 15.66 15.68 7/31/05 15.68 FUND SNAPSHOT ------------------------------------ Common Share Price $15.68 ------------------------------------ Common Share Net Asset Value $15.55 ------------------------------------ Premium/(Discount) to NAV 0.84% ------------------------------------ Market Yield 5.36% ------------------------------------ Taxable-Equivalent Yield1 7.77% ------------------------------------ Net Assets Applicable to Common Shares ($000) $120,475 ------------------------------------ Average Effective Maturity on Securities (Years) 16.93 ------------------------------------ Leverage-Adjusted Duration 7.66 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 12/17/92) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 16.03% 8.80% ------------------------------------ 5-Year 10.33% 8.37% ------------------------------------ 10-Year 9.25% 7.41% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Tax Obligation/General 35.8% ------------------------------------ Tax Obligation/Limited 14.4% ------------------------------------ U.S. Guaranteed 12.9% ------------------------------------ Healthcare 10.7% ------------------------------------ Utilities 9.4% ------------------------------------ Water and Sewer 6.1% ------------------------------------ Other 10.7% ------------------------------------ 1 Taxable equivalent yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 31%. When comparing this fund to investments that generate qualified dividend income, the taxable equivalent yield is lower. 2 The Fund also paid shareholders capital gains and net ordinary income distributions in December 2004 of $0.0510 per share. 15 Nuveen Michigan Dividend Advantage Municipal Fund NZW Performance OVERVIEW As of July 31, 2005 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 70% AA 13% A 8% BBB 6% BB or Lower 1% NR 2% Bar Chart: 2004-2005 MONTHLY TAX-FREE DIVIDENDS PER SHARE Aug 0.0745 Sep 0.0745 Oct 0.0745 Nov 0.0745 Dec 0.0745 Jan 0.0745 Feb 0.0745 Mar 0.0745 Apr 0.0745 May 0.0745 Jun 0.0745 Jul 0.0745 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 8/1/04 14.76 14.99 14.9 14.75 14.75 14.76 14.72 14.67 14.71 14.85 14.87 14.8 14.9 14.9 15.11 15.18 15.15 15.15 15.13 15.14 14.89 15 14.92 14.9 14.9 14.89 14.8 14.8 14.88 14.84 14.86 14.86 15 15 15 14.8 15.01 15.17 15.1 15.1 15.12 15.24 15.24 15.24 15.15 15.25 15.1 15.1 15.16 15.05 15.1 15 15 14.95 14.95 14.9 14.85 14.99 14.99 15.07 15.01 15.15 15.2 15.21 15.2 15.39 15.3 15.4 15.02 14.99 14.93 14.84 14.76 14.84 14.9 15.05 15.23 15.35 15.17 15.17 15.25 15.55 15.61 15.61 15.61 15.63 15.25 15.31 15.15 15.13 15.31 15.31 15.18 15.2 15.2 15.19 15.25 15.14 15.1 15.08 15.22 15.3 15.47 15.47 15.54 15.71 15.71 15.55 15.75 15.5 15.5 15.63 15.7 15.75 15.85 15.85 15.95 16.15 16.35 16.46 16.25 15.85 15.85 15.93 16.04 16.04 16.16 16.16 16.32 16.2 16.26 16.35 16.37 16.5 16.37 16.5 16.35 16.42 16.2 16.04 15.77 15.7 15.79 15.84 15.79 15.8 15.76 15.79 15.95 16.3 16.3 16 16.18 16.1 15.76 15.83 15.74 15.68 15.47 15.57 15.46 15.28 15.28 15.15 15.15 14.88 14.89 14.9 14.96 14.96 14.95 14.95 15.04 15 14.9 14.99 15 15.45 15.5 15.63 15.63 15.48 15.45 15.45 15.27 15.27 15.5 15.46 15.49 15.49 15.48 15.51 15.6 15.65 15.7 15.7 15.74 15.66 15.61 15.61 15.56 15.48 15.51 15.58 15.64 15.73 15.74 15.64 15.55 15.47 15.43 15.55 15.68 15.74 15.73 15.6 15.72 15.69 15.74 15.74 15.55 15.65 15.65 15.58 15.6 15.55 15.61 15.58 15.57 15.63 15.75 15.75 16.25 16.25 16.24 16.45 16.45 16.46 16.5 16.53 16.7 16.6 16.55 16.49 16.5 16.43 16.45 16.57 16.4 16.65 16.6 16.6 16.79 7/31/05 16.79 FUND SNAPSHOT ------------------------------------ Common Share Price $16.79 ------------------------------------ Common Share Net Asset Value $15.44 ------------------------------------ Premium/(Discount) to NAV 8.74% ------------------------------------ Market Yield 5.32% ------------------------------------ Taxable-Equivalent Yield1 7.71% ------------------------------------ Net Assets Applicable to Common Shares ($000) $31,821 ------------------------------------ Average Effective Maturity on Securities (Years) 17.43 ------------------------------------ Leverage-Adjusted Duration 7.41 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 9/25/01) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 21.34% 10.41% ------------------------------------ Since Inception 8.97% 7.94% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Tax Obligation/General 28.0% ------------------------------------ U.S. Guaranteed 19.3% ------------------------------------ Healthcare 10.6% ------------------------------------ Utilities 10.2% ------------------------------------ Tax Obligation/Limited 9.9% ------------------------------------ Water and Sewer 8.0% ------------------------------------ Education and Civic Organizations 4.8% ------------------------------------ Other 9.2% ------------------------------------ 1 Taxable equivalent yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 31%. When comparing this fund to investments that generate qualified dividend income, the taxable equivalent yield is lower. 16 Nuveen Ohio Quality Income Municipal Fund, Inc. NUO Performance OVERVIEW As of July 31, 2005 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 64% AA 22% A 8% BBB 4% BB or Lower 1% NR 1% Bar Chart: 2004-2005 MONTHLY TAX-FREE DIVIDENDS PER SHARE2 Aug 0.0835 Sep 0.0835 Oct 0.0835 Nov 0.0835 Dec 0.0835 Jan 0.0835 Feb 0.0835 Mar 0.0805 Apr 0.0805 May 0.0805 Jun 0.0765 Jul 0.0765 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 8/1/04 16.32 16.36 16.41 16.42 16.51 16.45 16.4 16.45 16.4 16.4 16.43 16.51 16.38 16.52 16.6 16.65 16.65 16.71 16.8 16.88 16.99 17 17.05 16.91 16.89 16.97 16.88 16.86 16.91 16.86 16.75 16.86 16.85 16.8 16.9 16.98 16.95 16.9 16.84 16.9 17 17.06 17.05 17.13 16.9 16.98 16.94 17 16.94 16.97 17.1 17.05 17.09 17.2 17.17 17.09 16.98 17.06 17.05 17.04 17.15 17.22 17.29 17.51 17.45 17.3 17.35 17.6 17.42 17.36 17.37 17.39 17.29 17.4 17.43 17.54 17.61 17.74 17.65 17.84 17.8 17.8 17.88 17.87 17.82 18.04 17.91 17.98 18.29 18.4 18.2 18.25 18.22 18.08 18.1 18.05 18.09 18.13 18.1 18.05 18.16 18.21 18.2 18.42 18.5 18.51 18.67 18.45 18.43 18.45 18.6 18.4 18.19 18.1 17.85 17.8 18.15 18.4 18.59 18.7 18.5 18.6 18.7 18.8 18.85 18.6 18.89 18.76 18.9 18.6 18.64 18.68 18.6 18.7 18.56 18.43 18.5 18.47 18.44 18.27 18.13 17.95 18.05 17.79 17.65 17.68 17.55 17.36 17.39 17.36 17.38 17.38 17.3 17.34 17.29 17.17 16.89 16.62 16.58 16.72 16.55 16.37 16.21 16.12 16.11 16.18 16.25 16.5 16.84 16.81 16.9 16.94 16.92 16.8 16.71 16.9 16.87 16.87 16.87 16.86 16.9 16.66 16.59 16.5 16.46 16.51 16.53 16.62 16.71 16.71 16.8 16.87 16.86 16.93 16.8 16.64 16.7 16.74 16.76 16.79 16.8 16.8 16.97 16.88 17.01 17.1 17.16 17 16.96 17 17.16 17.22 17.2 17.28 17.25 17.21 17.22 17.21 17.2 17.25 17.13 17.12 17 17 16.87 17.07 17.11 17.2 17.14 17.26 17.34 17.22 17.18 17.28 17.22 17.15 17.2 17.22 17.22 17.13 17.14 17.07 17.1 17.06 17.14 17.14 17.12 17 16.87 16.94 17.02 16.99 16.96 7/31/05 16.96 FUND SNAPSHOT ------------------------------------ Common Share Price $16.96 ------------------------------------ Common Share Net Asset Value $16.58 ------------------------------------ Premium/(Discount) to NAV 2.29% ------------------------------------ Market Yield 5.41% ------------------------------------ Taxable-Equivalent Yield1 8.07% ------------------------------------ Net Assets Applicable to Common Shares ($000) $160,982 ------------------------------------ Average Effective Maturity on Securities (Years) 16.68 ------------------------------------ Leverage-Adjusted Duration 7.54 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 10/17/91) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 10.25% 8.70% ------------------------------------ 5-Year 6.49% 7.77% ------------------------------------ 10-Year 7.21% 7.11% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Tax Obligation/General 31.7% ------------------------------------ Healthcare 17.1% ------------------------------------ U.S. Guaranteed 11.1% ------------------------------------ Tax Obligation/Limited 7.2% ------------------------------------ Education and Civic Organizations 7.0% ------------------------------------ Water and Sewer 6.1% ------------------------------------ Transportation 5.3% ------------------------------------ Utilities 4.8% ------------------------------------ Other 9.7% ------------------------------------ 1 Taxable equivalent yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 33%. When comparing this fund to investments that generate qualified dividend income, the taxable equivalent yield is lower. 2 The Fund also paid shareholders capital gains and net ordinary income distributions in December 2004 of $0.0354 per share. 17 Nuveen Ohio Dividend Advantage Municipal Fund NXI Performance OVERVIEW As of July 31, 2005 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 56% AA 23% A 9% BBB 11% NR 1% Bar Chart: 2004-2005 MONTHLY TAX-FREE DIVIDENDS PER SHARE Aug 0.081 Sep 0.081 Oct 0.081 Nov 0.081 Dec 0.081 Jan 0.081 Feb 0.081 Mar 0.078 Apr 0.078 May 0.078 Jun 0.078 Jul 0.078 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 8/1/04 14.79 14.86 14.86 14.85 15.07 15.21 15.16 15.21 15.27 15.25 15.25 15.5 15.56 15.55 15.87 15.9 16.01 15.85 15.61 15.72 15.85 15.95 16 16.04 15.95 15.95 16.25 16.39 16.39 16.42 16.04 16.1 16.1 16.01 16.15 16.35 16.42 16.23 16.22 16.37 16.23 16.35 16.3 16.2 16.21 16.29 16.2 16.1 16.22 16.22 16.24 16.4 16.38 16.39 16.4 16.32 16.26 16.3 16.43 16.49 16.62 16.63 16.55 16.65 16.74 16.77 16.65 16.67 16.58 16.55 16.55 16.47 16.6 16.6 16.6 16.44 16.89 16.89 16.72 16.61 16.6 16.6 16.69 16.75 16.73 16.78 16.55 16.71 16.8 16.8 16.8 16.95 17.1 17 16.95 16.88 16.9 16.74 16.57 16.55 16.64 16.79 16.8 17.31 17.47 17.24 17.75 17.65 18 17.38 17.45 17.25 17.25 17.07 16.39 16.44 16.44 16.4 16.48 16.61 16.34 16.45 16.46 16.26 16.26 16.27 16.21 16.36 16.36 16.46 16.58 16.65 16.53 16.53 16.62 16.66 16.95 16.64 16.68 17 16.5 16.52 16.38 16.13 16.12 16.09 16.15 16.31 16.42 16.4 16.39 16.2 16.11 16.02 16.14 16.1 16.15 15.93 15.67 15.68 15.63 15.46 15.3 15.08 14.93 14.8 15.01 15.19 15.28 15.24 15.28 15.35 15.12 15.02 15.07 15.27 15.34 15.55 15.7 16.03 16.2 16.15 16.11 16.1 16.05 16 16.21 16.3 16.42 16.42 16.29 15.84 15.82 15.7 15.46 15.4 15.38 15.3 15.27 15.37 15.37 15.28 15.35 15.35 15.52 15.58 15.51 15.59 15.66 15.76 15.99 16.09 16.2 16.35 16.27 16.3 16.16 16.1 16.03 15.86 15.9 15.8 15.65 15.76 15.91 15.93 16.1 16.2 16.24 16.25 16.32 16.21 16.18 16.31 16.14 16.1 16.03 16.1 16.43 16.68 16.62 16.7 16.83 16.69 16.66 16.34 16.78 16.73 16.41 16.49 16.74 16.81 17 7/31/05 17 FUND SNAPSHOT ------------------------------------ Common Share Price $17.00 ------------------------------------ Common Share Net Asset Value $15.55 ------------------------------------ Premium/(Discount) to NAV 9.32% ------------------------------------ Market Yield 5.51% ------------------------------------ Taxable-Equivalent Yield1 8.22% ------------------------------------ Net Assets Applicable to Common Shares ($000) $65,873 ------------------------------------ Average Effective Maturity on Securities (Years) 17.85 ------------------------------------ Leverage-Adjusted Duration 7.56 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 3/27/01) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 21.79% 9.87% ------------------------------------ Since Inception 9.11% 8.22% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Tax Obligation/General 30.7% ------------------------------------ Education and Civic Organizations 13.2% ------------------------------------ Healthcare 12.1% ------------------------------------ Tax Obligation/Limited 11.7% ------------------------------------ Utilities 8.7% ------------------------------------ Water and Sewer 6.7% ------------------------------------ U.S. Guaranteed 3.5% ------------------------------------ Housing/Multifamily 3.2% ------------------------------------ Other 10.2% ------------------------------------ 1 Taxable equivalent yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 33%. When comparing this fund to investments that generate qualified dividend income, the taxable equivalent yield is lower. 18 Nuveen Ohio Dividend Advantage Municipal Fund 2 NBJ Performance OVERVIEW As of July 31, 2005 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 67% AA 13% A 11% BBB 8% NR 1% Bar Chart: 2004-2005 MONTHLY TAX-FREE DIVIDENDS PER SHARE2 Aug 0.077 Sep 0.077 Oct 0.077 Nov 0.077 Dec 0.077 Jan 0.077 Feb 0.077 Mar 0.074 Apr 0.074 May 0.074 Jun 0.07 Jul 0.07 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 8/1/04 14.65 14.7 14.7 14.95 15.09 15.04 15.03 15.11 15.18 15.1 15.05 15.05 15 15 15.2 15.5 15.18 15.17 15.35 15.45 15.47 15.48 15.48 15.48 15.48 15.8 15.61 15.53 15.7 15.57 15.45 15.5 15.57 15.63 15.52 15.58 15.51 15.75 15.58 15.56 15.57 15.65 15.55 15.5 15.45 15.34 15.36 15.35 15.52 15.65 15.7 15.72 15.6 15.75 15.93 15.93 15.95 15.99 16 16 16.1 15.93 16.03 16.2 16.3 16.38 16.41 16.4 16.33 16.2 16.15 16.05 16.17 16.2 16.25 16.27 16.12 16.25 16.27 16.36 16.14 16.1 16.15 16.15 16.02 16.15 16.05 16.22 16.12 16.11 16.13 16.18 16.28 16.28 16.3 16.24 16.3 16.3 16.36 16.39 16.3 16.3 16.32 16.53 16.41 16.5 16.65 17.16 16.75 16.62 16.52 16.58 16.41 16.55 15.9 16.08 16 16.09 16.15 15.98 15.99 16 16 15.97 15.99 16.16 16.09 16.05 16 16.19 16.19 16.06 16.05 16.01 16.09 15.95 16 16.05 15.95 15.89 15.89 15.88 15.9 15.97 15.97 15.89 15.8 15.72 15.9 15.97 15.89 15.85 15.83 15.78 15.69 15.6 15.61 15.55 15.45 15.45 15.48 15.48 15.35 15.45 15.18 15.2 15.24 15.37 15.45 15.3 15.3 15.2 15.44 15.36 15.2 15.25 15.12 14.96 15.01 15.3 15.45 15.45 15.59 15.59 15.41 15.61 15.5 15.5 15.6 15.6 15.62 15.72 15.51 15.57 15.14 15.26 15.23 15.16 15.05 15.13 15 15.04 15.18 15.14 15.15 15.12 15.14 15.16 15.16 15.15 15.29 15.45 15.5 15.61 15.59 15.51 15.52 15.63 15.66 15.7 15.58 15.45 15.44 15.35 15.43 15.7 15.74 15.8 16.06 16.13 15.98 15.7 15.54 15.48 15.46 15.47 15.5 15.49 15.66 15.56 15.65 15.75 15.53 15.51 15.53 15.58 15.55 15.51 15.5 15.5 15.6 15.51 15.48 7/31/05 15.48 FUND SNAPSHOT ------------------------------------ Common Share Price $15.48 ------------------------------------ Common Share Net Asset Value $15.37 ------------------------------------ Premium/(Discount) to NAV 0.72% ------------------------------------ Market Yield 5.43% ------------------------------------ Taxable-Equivalent Yield1 8.10% ------------------------------------ Net Assets Applicable to Common Shares ($000) $47,937 ------------------------------------ Average Effective Maturity on Securities (Years) 15.69 ------------------------------------ Leverage-Adjusted Duration 8.01 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 9/25/01) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 11.63% 9.90% ------------------------------------ Since Inception 6.76% 7.92% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Tax Obligation/General 27.6% ------------------------------------ Healthcare 17.2% ------------------------------------ Tax Obligation/Limited 13.1% ------------------------------------ U.S. Guaranteed 9.3% ------------------------------------ Education and Civic Organizations 7.0% ------------------------------------ Utilities 6.0% ------------------------------------ Consumer Staples 5.8% ------------------------------------ Transportation 5.3% ------------------------------------ Water and Sewer 5.2% ------------------------------------ Other 3.5% ------------------------------------ 1 Taxable equivalent yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 33%. When comparing this fund to investments that generate qualified dividend income, the taxable equivalent yield is lower. 2 The Fund also paid shareholders capital gains and net ordinary income distributions in December 2004 of $0.0225 per share. 19 Nuveen Ohio Dividend Advantage Municipal Fund 3 NVJ Performance OVERVIEW As of July 31, 2005 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 59% AA 17% A 16% BBB 8% Bar Chart: 2004-2005 MONTHLY TAX-FREE DIVIDENDS PER SHARE2 Aug 0.073 Sep 0.073 Oct 0.073 Nov 0.073 Dec 0.073 Jan 0.073 Feb 0.073 Mar 0.073 Apr 0.073 May 0.073 Jun 0.069 Jul 0.069 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 8/1/04 14.25 14.35 14.34 14.35 14.46 14.37 14.5 14.54 14.55 14.55 14.56 14.63 14.49 14.5 14.54 14.65 14.65 14.65 14.89 15.1 15.03 15.05 15.3 15.05 15.08 15.2 15.5 15.45 15.4 15.13 15.13 15.07 15.19 15.1 15.1 15.11 15.1 14.95 15.01 15.12 15.09 15.12 15.06 15.05 14.88 14.94 14.83 14.82 15 15.15 15.01 14.89 15.06 15 14.95 15 15.19 14.96 14.96 14.96 14.91 14.96 15.07 15.03 15.08 15.3 15.22 15.12 15.1 15.16 15.34 15.46 15.5 15.5 15.4 15.4 15.46 15.65 15.82 16.2 16.1 15.94 16.2 16.05 16.12 16.12 16.12 16.12 16.12 16.14 16.25 16.24 16.3 16.29 16.31 16.48 16.5 16.64 16.61 16.61 16.66 16.5 16.35 16.58 16.6 16.49 16.87 17.28 17.28 17.1 17 16.95 16.7 16.59 16.2 16.08 16.01 16.01 16.04 16 15.7 15.8 15.8 15.69 15.7 15.73 15.79 15.9 15.94 15.8 15.95 16 16.05 16.01 16.11 15.95 16.08 16.43 16.39 16.43 16.42 16.38 16.25 16.2 16.2 16.2 16.13 16.16 16.32 16.34 16.34 16.58 16.5 16.6 16.47 16.42 16.4 16.05 16.05 16.07 15.79 15.66 15.74 15.59 15.4 15.31 15.27 15.33 15.58 15.4 15.4 15.44 15.52 15.52 15.16 15.37 15.4 15.4 15.58 15.39 15.44 15.32 15.35 15.31 15.37 15.37 15.38 15.38 15.64 15.64 16 15.85 15.95 15.9 15.66 15.66 15.66 15.72 15.55 15.55 15.6 15.65 15.62 15.67 15.67 15.73 15.67 15.66 15.66 15.7 15.75 16.2 16.3 16.25 16.21 16.21 16.23 15.97 15.88 15.74 15.74 15.67 15.71 15.71 15.58 15.7 15.71 15.71 15.71 15.77 15.68 15.77 15.72 15.76 15.7 15.93 16.2 16.1 16.15 16.15 16.18 16.11 16.06 16.09 16.02 15.93 15.93 15.93 16.05 16.05 16.05 16.1 15.9 7/31/05 15.9 FUND SNAPSHOT ------------------------------------ Common Share Price $15.90 ------------------------------------ Common Share Net Asset Value $15.57 ------------------------------------ Premium/(Discount) to NAV 2.12% ------------------------------------ Market Yield 5.21% ------------------------------------ Taxable-Equivalent Yield1 7.78% ------------------------------------ Net Assets Applicable to Common Shares ($000) $33,606 ------------------------------------ Average Effective Maturity on Securities (Years) 16.12 ------------------------------------ Leverage-Adjusted Duration 8.17 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 3/25/02) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 17.60% 10.40% ------------------------------------ Since Inception 7.87% 8.66% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Tax Obligation/General 30.5% ------------------------------------ Healthcare 15.9% ------------------------------------ Tax Obligation/Limited 14.5% ------------------------------------ Education and Civic Organizations 8.0% ------------------------------------ Transportation 6.1% ------------------------------------ U.S. Guaranteed 7.8% ------------------------------------ Water and Sewer 5.3% ------------------------------------ Other 11.9% ------------------------------------ 1 Taxable equivalent yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a combined federal and state income tax rate of 33%. When comparing this fund to investments that generate qualified dividend income, the taxable equivalent yield is lower. 2 The Fund also paid shareholders a capital gains distribution in December 2004 of $0.0183 per share. 20 Special Shareholder MEETING REPORT The Special Shareholder Meeting was held at the Northern Trust Bank, 50 S. LaSalle St., Chicago, IL on July 26, 2005. NUM NMP NZW ------------------------------------------------------------------------------------------------------------------------------------ APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT WAS REACHED AS FOLLOWS: Common and Common and Common and MuniPreferred MuniPreferred MuniPreferred shares shares shares voting together voting together voting together as a class as a class as a class ------------------------------------------------------------------------------------------------------------------------------------ For 10,627,795 7,045,378 2,012,319 Against 194,469 96,769 12,740 Abstain 221,918 149,130 25,306 ------------------------------------------------------------------------------------------------------------------------------------ Total 11,044,182 7,291,277 2,050,365 ==================================================================================================================================== 21 Special Shareholder MEETING REPORT (continued) NUO NXI NBJ NVJ ------------------------------------------------------------------------------------------------------------------------------------ APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT WAS REACHED AS FOLLOWS: Common and Common and Common and Common and MuniPreferred MuniPreferred MuniPreferred MuniPreferred shares shares shares shares voting together voting together voting together voting together as a class as a class as a class as a class ------------------------------------------------------------------------------------------------------------------------------------ For 8,795,587 4,015,037 2,973,924 2,065,237 Against 65,850 47,225 16,935 6,304 Abstain 142,999 94,672 77,217 41,709 ------------------------------------------------------------------------------------------------------------------------------------ Total 9,004,436 4,156,934 3,068,076 2,113,250 ==================================================================================================================================== 22 Report of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE BOARDS OF DIRECTORS, TRUSTEES AND SHAREHOLDERS NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 3 We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen Michigan Quality Income Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen Michigan Dividend Advantage Municipal Fund, Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund 2 and Nuveen Ohio Dividend Advantage Municipal Fund 3 as of July 31, 2005, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods indicated therein. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2005, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Nuveen Michigan Quality Income Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen Michigan Dividend Advantage Municipal Fund, Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund 2 and Nuveen Ohio Dividend Advantage Municipal Fund 3 at July 31, 2005, and the results of their operations for the year then ended, changes in their net assets for each of the two years in the period then ended, and their financial highlights for the periods indicated therein, in conformity with U.S. generally accepted accounting principles. Ernst & Young LLP Chicago, Illinois September 14, 2005 23 Nuveen Michigan Quality Income Municipal Fund, Inc. (NUM) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ EDUCATION AND CIVIC ORGANIZATIONS - 8.4% (5.7% OF TOTAL INVESTMENTS) $ 1,720 Ferris State College, Michigan, General Revenue Bonds, 4/08 at 100.00 AAA $ 1,782,075 Series 1998, 5.000%, 10/01/23 - AMBAC Insured 1,685 Michigan Higher Education Facilities Authority, Limited 9/11 at 100.00 Aaa 1,860,055 Obligation Revenue Refunding Bonds, Kettering University, Series 2001, 5.500%, 9/01/17 - AMBAC Insured 1,500 Michigan Higher Education Student Loan Authority, Revenue No Opt. Call AAA 1,598,385 Bonds, Series 2000 XII-T, 5.300%, 9/01/10 (Alternative Minimum Tax) - AMBAC Insured 1,000 Michigan Higher Education Student Loan Authority, Revenue 9/12 at 100.00 AAA 1,049,100 Bonds, Series 2002 XVII-G, 5.200%, 9/01/20 (Alternative Minimum Tax) - AMBAC Insured Michigan Technological University, General Revenue Bonds, Series 2004A: 1,060 5.000%, 10/01/21 - MBIA Insured 10/13 at 100.00 AAA 1,131,995 1,115 5.000%, 10/01/22 - MBIA Insured 10/13 at 100.00 AAA 1,186,817 1,170 5.000%, 10/01/23 - MBIA Insured 10/13 at 100.00 AAA 1,242,177 Wayne State University, Michigan, General Revenue Bonds, Series 1999: 3,430 5.250%, 11/15/19 - FGIC Insured 11/09 at 101.00 AAA 3,711,775 1,000 5.125%, 11/15/29 - FGIC Insured 11/09 at 101.00 AAA 1,062,790 1,000 Western Michigan University, General Revenue Refunding 11/13 at 100.00 AAA 1,071,110 Bonds, Series 2003, 5.000%, 11/15/20 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ HEALTHCARE - 17.1% (11.5% OF TOTAL INVESTMENTS) 2,900 Dearborn Hospital Finance Authority, Michigan, Hospital 11/05 at 102.00 AAA 2,980,939 Revenue Bonds, Oakwood Obligated Group, Series 1995A, 5.875%, 11/15/25 - FGIC Insured 1,235 Hancock Hospital Finance Authority, Michigan, FHA-Insured 8/08 at 100.00 AAA 1,302,270 Mortgage Hospital Revenue Bonds, Portage Health System Inc., Series 1998, 5.450%, 8/01/47 - MBIA Insured 1,354 Michigan State Hospital Finance Authority, Collateralized Loan, No Opt. Call Baa2 1,362,600 Detroit Medical Center, Series 2001, 7.360%, 3/01/07 1,500 Michigan State Hospital Finance Authority, Hospital Revenue 3/13 at 100.00 A1 1,620,915 Refunding Bonds, Henry Ford Health System, Series 2003A, 5.625%, 3/01/17 1,000 Michigan State Hospital Finance Authority, Hospital Revenue 11/09 at 101.00 A 1,074,480 Refunding Bonds, OSF Healthcare System, Series 1999, 6.125%, 11/15/19 1,700 Michigan State Hospital Finance Authority, Hospital Revenue 8/09 at 101.00 AAA 1,854,122 Refunding Bonds, Mercy Health Services Obligated Group, Series 1999X, 5.750%, 8/15/19 - MBIA Insured Michigan State Hospital Finance Authority, Hospital Revenue Refunding Bonds, Mercy Mt. Clemens Corporation Obligated Group, Series 1999A: 3,385 5.750%, 5/15/17 - MBIA Insured 5/09 at 101.00 AAA 3,678,513 500 5.750%, 5/15/29 - MBIA Insured 5/09 at 101.00 AAA 541,130 2,700 Michigan State Hospital Finance Authority, Hospital Revenue 8/08 at 101.00 BB- 2,430,189 Bonds, Detroit Medical Center Obligated Group, Series 1998A, 5.250%, 8/15/28 1,000 Michigan State Hospital Finance Authority, Hospital Revenue 11/09 at 101.00 BBB+ 1,056,360 Refunding Bonds, Memorial Healthcare Center Obligated Group, Series 1999, 5.875%, 11/15/21 5,000 Michigan State Hospital Finance Authority, Hospital Revenue 11/09 at 101.00 A1 5,341,950 Bonds, Henry Ford Health System, Series 1999A, 6.000%, 11/15/24 500 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 Baa1 505,950 Marquette General Hospital, Series 2005A, 5.000%, 5/15/26 500 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 BBB 492,675 Chelsea Community Hospital, Series 2005, 5.000%, 5/15/37 (WI, settling 8/09/05) 5,500 Royal Oak Hospital Finance Authority, Michigan, Hospital 11/11 at 100.00 AAA 5,785,120 Revenue Bonds, William Beaumont Hospital, Series 2001M, 5.250%, 11/15/31 - MBIA Insured 2,195 University of Michigan, Medical Service Plan Revenue No Opt. Call AA+ 1,815,902 Bonds, Series 1991, 0.000%, 12/01/10 24 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/MULTIFAMILY - 5.4% (3.7% OF TOTAL INVESTMENTS) $ 2,675 Michigan Housing Development Authority, FNMA Limited 12/20 at 101.00 AAA $ 2,910,052 Obligation Multifamily Housing Revenue Bonds, Parkview Place Apartments, Series 2002A, 5.550%, 12/01/34 (Alternative Minimum Tax) 1,800 Michigan Housing Development Authority, FNMA Enhanced 9/15 at 100.00 Aaa 1,886,796 Limited Obligation Multifamily Revenue Bonds, Renaissance Apartments, Series 2002, 5.500%, 8/01/35 (Alternative Minimum Tax) 3,115 Michigan Housing Development Authority, Rental Housing 12/05 at 102.00 AAA 3,181,412 Revenue Bonds, Series 1995B, 6.150%, 10/01/15 - MBIA Insured 2,110 Michigan Housing Development Authority, Rental Housing 4/09 at 101.00 AAA 2,151,525 Revenue Bonds, Series 1999A, 5.300%, 10/01/37 (Alternative Minimum Tax) - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/SINGLE FAMILY - 0.6% (0.3% OF TOTAL INVESTMENTS) 1,000 Michigan Housing Development Authority, Single Family 1/11 at 100.00 AAA 1,037,930 Mortgage Revenue Bonds, Series 2001, 5.300%, 12/01/16 (Alternative Minimum Tax) - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ LONG-TERM CARE - 0.6% (0.4% OF TOTAL INVESTMENTS) 1,000 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 N/R 1,002,650 Presbyterian Villages of Michigan Obligated Group, Series 2005, 5.250%, 11/15/25 200 Michigan Strategic Fund, Limited Obligation Revenue 7/08 at 101.00 BBB+ 203,202 Refunding Bonds, Porter Hills Presbyterian Village, Series 1998, 5.375%, 7/01/28 ------------------------------------------------------------------------------------------------------------------------------------ MATERIALS - 1.0% (0.7% OF TOTAL INVESTMENTS) 1,750 Dickinson County Economic Development Corporation, 11/14 at 100.00 BBB 1,793,943 Michigan, Pollution Control Revenue Bonds, International Paper Company, Series 2004A, 4.800%, 11/01/18 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL - 38.5% (25.9% OF TOTAL INVESTMENTS) Anchor Bay School District, Macomb and St. Clair Counties, Michigan, Unlimited Tax General Obligation Refunding Bonds, Series 2001: 2,500 5.000%, 5/01/21 5/11 at 100.00 AA 2,652,300 3,200 5.000%, 5/01/29 5/11 at 100.00 AA 3,317,056 1,000 Anchor Bay School District, Macomb and St. Clair Counties, 5/12 at 100.00 AA 1,054,020 Michigan, General Obligation Refunding Bonds, Series 2002, 5.000%, 5/01/25 1,000 Belding School District, Ionia, Kent and Montcalm Counties, 5/08 at 100.00 AAA 1,036,360 Michigan, General Obligation Refunding Bonds, Series 1998, 5.000%, 5/01/26 - AMBAC Insured 1,200 Birmingham, Michigan, General Obligation Bonds, Series 2002, 10/12 at 100.50 AAA 1,284,672 5.000%, 10/01/20 1,320 Bridgeport Spaulding Community School District, Saginaw 5/12 at 100.00 AA 1,463,708 County, Michigan, General Obligation Bonds, Series 2002, 5.500%, 5/01/16 2,110 Caledonia Community Schools, Kent, Allegan and Barry 5/13 at 100.00 AA 2,304,837 Counties, Michigan, General Obligation Bonds, Series 2003, 5.250%, 5/01/20 1,285 Caledonia Community Schools, Kent, Allegan and Barry 5/15 at 100.00 AAA 1,365,981 Counties, Michigan, General Obligation Bonds, Series 2005, 5.000%, 5/01/25 - MBIA Insured 1,850 Chippewa Valley Schools, Macomb County, Michigan, 5/15 at 100.00 AAA 1,969,640 General Obligation Bonds, Series 2005, 5.000%, 5/01/24 - MBIA Insured 1,195 Detroit, Michigan, General Obligation Bonds, Series 2004A-1, 4/14 at 100.00 AAA 1,291,209 5.250%, 4/01/24 - AMBAC Insured 2,000 Detroit City School District, Wayne County, Michigan, No Opt. Call AAA 2,404,560 General Obligation Bonds, Series 2002A, 6.000%, 5/01/19 - FGIC Insured 1,065 Edwardsburg Public School, Cass County, Michigan, General 5/14 at 100.00 AAA 1,132,031 Obligation Bonds, Series 2004, 5.000%, 5/01/22 - FSA Insured Fitzgerald Public School District, Macomb County, Michigan, General Obligation Bonds, Series 2004B: 1,150 5.000%, 5/01/16 - AMBAC Insured 11/14 at 100.00 AAA 1,249,751 2,100 5.000%, 5/01/17 - AMBAC Insured 11/14 at 100.00 AAA 2,271,969 25 Nuveen Michigan Quality Income Municipal Fund, Inc. (NUM) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL (continued) Grand Rapids and Kent County Joint Building Authority, Michigan, Limited Tax General Obligation Bonds, Devos Place Project, Series 2001: $ 8,900 0.000%, 12/01/25 No Opt. Call AAA $ 3,452,844 3,000 0.000%, 12/01/26 No Opt. Call AAA 1,105,380 1,400 Howell Public Schools, Livingston County, Michigan, General 11/13 at 100.00 AA 1,493,366 Obligation Bonds, Series 2003, 5.000%, 5/01/21 1,065 Jackson Public Schools, Jackson County, Michigan, General 5/14 at 100.00 AAA 1,132,031 Obligation School Building and Site Bonds, Series 2004, 5.000%, 5/01/22 - FSA Insured 2,000 Lake Fenton Community Schools, Genesee County, Michigan, 5/12 at 100.00 AA 2,109,860 General Obligation Bonds, Series 2002, 5.000%, 5/01/24 1,790 Lansing Building Authority, Michigan, General Obligation 6/13 at 100.00 AAA 1,881,648 Bonds, Series 2003A, 5.000%, 6/01/26 - MBIA Insured 1,785 Livonia Public Schools, Wayne County, Michigan, General 5/14 at 100.00 AAA 1,901,400 Obligation Bonds, Series 2004A, 5.000%, 5/01/21 - MBIA Insured 4,000 Michigan, General Obligation Bonds, Environmental Protection 5/13 at 100.00 AA 4,380,560 Program, Series 2003A, 5.250%, 5/01/20 4,300 Montcalm County Building Authority, Michigan, Correctional 5/10 at 100.00 AAA 4,586,036 Facility Improvement General Obligation Bonds, Series 2000, 5.250%, 5/01/25 - AMBAC Insured 2,500 Montrose School District, Michigan, School Building and No Opt. Call AAA 3,049,175 Site Bonds, Series 1997, 6.000%, 5/01/22 - MBIA Insured 1,255 Morenci Area Schools, Lenawee County, Michigan, General 5/12 at 100.00 AAA 1,369,870 Obligation Bonds, Series 2002, 5.250%, 5/01/19 - MBIA Insured 1,100 Muskegon County, Michigan, Limited Tax General Obligation 7/11 at 100.00 AAA 1,144,220 Wastewater Management System 2 Revenue Bonds, Series 2002, 5.000%, 7/01/26 - FGIC Insured 1,000 Oakland County Building Authority, Michigan, General 9/11 at 100.00 AAA 1,071,390 Obligation Bonds, Series 2002, 5.125%, 9/01/22 4,200 Puerto Rico, General Obligation and Public Improvement Bonds, No Opt. Call AAA 4,905,222 Series 2001A, 5.500%, 7/01/20 - MBIA Insured 1,510 Rockford Public Schools, Kent County, Michigan, General 5/15 at 100.00 AAA 1,601,431 Obligation Bonds, Series 2005, 5.000%, 5/01/27 - FSA Insured 1,655 Southfield Library Building Authority, Michigan, General 5/15 at 100.00 AAA 1,756,567 Obligation Bonds, Series 2005, 5.000%, 5/01/26 - MBIA Insured 1,050 Warren Consolidated School District, Macomb and Oakland 11/11 at 100.00 AAA 1,151,955 Counties, Michigan, General Obligation Bonds, Series 2001, 5.375%, 5/01/19 - FSA Insured 5,000 Wayne County, Michigan, Limited Tax General Obligation 12/11 at 101.00 AAA 5,258,150 Airport Hotel Revenue Bonds, Detroit Metropolitan Wayne County Airport, Series 2001A, 5.000%, 12/01/21 - MBIA Insured 1,125 Whitehall District Schools, Muskegon County, Michigan, 11/11 at 100.00 AA 1,243,373 General Obligation Bonds, Series 2001, 5.500%, 5/01/17 1,725 Williamston Community School District, Michigan, Unlimited No Opt. Call AAA 2,017,526 Tax General Obligation QSBLF Bonds, Series 1996, 5.500%, 5/01/25 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED - 18.0% (12.1% OF TOTAL INVESTMENTS) 350 Chandler Park Academy, Michigan, Public School Academy 11/15 at 100.00 BBB- 345,727 Charter School Revenue Bonds, Series 2005, 5.125%, 11/01/35 (WI, settling 8/09/05) 1,800 Wayne County, Dearborn Heights, Michigan, Tax Increment 10/10 at 100.00 AAA 1,893,384 Financing Authority, Limited Tax General Obligation Bonds, Police and Courthouse Facility, Series 2001A, 5.000%, 10/01/26 - MBIA Insured 1,000 Grand Rapids Building Authority, Kent County, Michigan, No Opt. Call AA 1,100,270 Limited Tax General Obligation Bonds, Series 1998, 5.000%, 4/01/16 1,345 Grand Rapids Building Authority, Kent County, Michigan, 10/11 at 100.00 AAA 1,411,725 Limited Tax General Obligation Bonds, Series 2001, 5.125%, 10/01/26 - MBIA Insured 1,100 Michigan Municipal Bond Authority, Clean Water Revolving 10/12 at 100.00 AAA 1,206,128 Fund Revenue Refunding Bonds, Series 2002, 5.250%, 10/01/18 26 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED (continued) $ 65 Michigan Municipal Bond Authority, Local Government Loan 11/05 at 100.00 A $ 65,203 Program Revenue Sharing Bonds, Series 1992D, 6.650%, 5/01/12 1,150 Michigan Municipal Bond Authority, Drinking Water Revolving 10/14 at 100.00 AAA 1,229,764 Fund Revenue Bonds, Series 2004, 5.000%, 10/01/23 1,500 Michigan Municipal Bond Authority, Clean Water Revolving 10/15 at 100.00 AAA 1,614,525 Fund Revenue Bonds, Series 2005, 5.000%, 10/01/22 Michigan State Building Authority, Revenue Refunding Bonds, Facilities Program, Series 2003II: 5,100 5.000%, 10/15/22 - MBIA Insured 10/13 at 100.00 AAA 5,429,052 5,000 5.000%, 10/15/23 - MBIA Insured 10/13 at 100.00 AAA 5,308,950 Michigan, Certificates of Participation, Series 2000: 2,000 5.500%, 6/01/19 - AMBAC Insured 6/10 at 100.00 AAA 2,174,220 2,000 5.500%, 6/01/27 - AMBAC Insured 6/10 at 100.00 AAA 2,158,980 3,500 Michigan State Trunk Line, Fund Refunding Bonds, 10/12 at 100.00 AAA 3,811,220 Series 2002, 5.250%, 10/01/21 - FSA Insured 4,100 Puerto Rico, Highway Revenue Bonds, Highway and 7/16 at 100.00 A 4,556,084 Transportation Authority, Series 1996Y, 5.500%, 7/01/36 915 Puerto Rico Public Finance Corporation, Commonwealth No Opt. Call BBB- 1,100,928 Appropriation Bonds, Series 2002E, 6.000%, 8/01/26 ------------------------------------------------------------------------------------------------------------------------------------ TRANSPORTATION - 0.6 % (0.4% OF TOTAL INVESTMENTS) 1,000 Capital Region Airport Authority, Michigan, Revenue Refunding 7/12 at 100.00 AAA 1,053,570 Bonds, Series 2002, 5.250%, 7/01/21 (Alternative Minimum Tax) - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED *** - 35.8% (24.2% OF TOTAL INVESTMENTS) Allegan County Public School District, Michigan, General Obligation Bonds, Series 2000: 1,850 5.600%, 5/01/20 (Pre-refunded to 5/01/10) - FSA Insured 5/10 at 100.00 AAA 2,039,348 1,435 5.750%, 5/01/30 (Pre-refunded to 5/01/10) - FSA Insured 5/10 at 100.00 AAA 1,591,286 2,190 Anchor Bay School District, Macomb and St. Clair Counties, 5/09 at 100.00 AAA 2,409,964 Michigan, General Obligation Bonds, Series 1999I, 6.000%, 5/01/29 (Pre-refunded to 5/01/09) - FGIC Insured 1,000 Charlotte Public School District, Easton County, Michigan, 5/09 at 100.00 AAA 1,074,080 General Obligation Unlimited Tax School Building and Site Bonds, Series 1999, 5.250%, 5/01/25 (Pre-refunded to 5/01/09) - FGIC Insured 220 Puerto Rico, The Children's Trust Fund, Tobacco Settlement 7/10 at 100.00 AAA 234,230 Asset-Backed Bonds, Series 2000, 5.750%, 7/01/20 (Pre-refunded to 7/01/10) 2,000 Clarkston Community Schools, Michigan, General Obligation 5/07 at 100.00 AAA 2,081,460 Bonds, School Bond Loan Fund - QSBLF, Series 1997, 5.250%, 5/01/23 (Pre-refunded to 5/01/07) - MBIA Insured 1,000 Detroit, Michigan, Sewerage Disposal System Revenue Bonds, 1/10 at 101.00 AAA 1,113,990 Series 1999A, 5.875%, 7/01/27 (Pre-refunded to 1/01/10) - FGIC Insured Detroit, Michigan, Sewerage Disposal System Revenue Bonds, Series 1997A: 950 5.500%, 7/01/20 (Pre-refunded to 7/01/07) - MBIA Insured 7/07 at 101.00 AAA 1,004,730 1,730 5.000%, 7/01/22 (Pre-refunded to 7/01/07) - MBIA Insured 7/07 at 101.00 AAA 1,813,611 2,000 Detroit, Michigan, Senior Lien Water Supply System Revenue 1/10 at 101.00 AAA 2,223,000 Bonds, Series 1999A, 5.750%, 7/01/26 (Pre-refunded to 1/01/10) - FGIC Insured Detroit, Michigan, Senior Lien Water Supply System Revenue Bonds, Series 2001A: 3,400 5.750%, 7/01/28 (Pre-refunded to 7/01/11) - FGIC Insured 7/11 at 101.00 AAA 3,846,216 770 5.250%, 7/01/33 (Pre-refunded to 7/01/11) - FGIC Insured 7/11 at 100.00 AAA 844,297 1,000 East China School District, St. Clair County, Michigan, General 11/11 at 100.00 AA*** 1,113,100 Obligation Bonds, Series 2001, 5.500%, 5/01/20 (Pre-refunded to 11/01/11) 2,000 East Grand Rapids Public Schools, Kent County, Michigan, 5/09 at 100.00 AAA 2,200,880 Unlimited Tax General Obligation School Building and Site Bonds, Series 2000, 6.000%, 5/01/29 (Pre-refunded to 5/01/09) - FSA Insured 1,085 Freeland Community School District, Saginaw, Midland and 5/10 at 100.00 AA*** 1,179,449 Bay Counties, Michigan, General Obligation Bonds, Series 2000, 5.250%, 5/01/19 (Pre-refunded to 5/01/10) 1,500 Huron Valley School District, Oakland and Livingston Counties, 11/11 at 100.00 AA*** 1,669,650 Michigan, General Obligation Bonds, Series 2001, 5.500%, 5/01/17 (Pre-refunded to 11/01/11) 3,500 Kent Hospital Finance Authority, Michigan, Revenue Bonds, 7/11 at 101.00 AA*** 3,855,390 Spectrum Health, Series 2001A, 5.250%, 1/15/21 (Pre-refunded to 7/15/11) 27 Nuveen Michigan Quality Income Municipal Fund, Inc. (NUM) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED*** (continued) $ 1,000 Michigan, Certificates of Participation, New Center 9/11 at 100.00 AAA $ 1,101,120 Development Inc., Series 2001, 5.375%, 9/01/21 (Pre-refunded to 9/01/11) - MBIA Insured Michigan State Hospital Finance Authority, Hospital Revenue Bonds, Ascension Health Credit Group, Series 1999A: 1,000 6.125%, 11/15/23 (Pre-refunded to 11/15/09) - MBIA Insured 11/09 at 101.00 AAA 1,122,810 2,500 6.125%, 11/15/26 (Pre-refunded to 11/15/09) 11/09 at 101.00 AAA 2,807,025 3,300 Michigan State Hospital Finance Authority, Hospital Revenue 1/07 at 102.00 N/R*** 3,518,295 Bonds, Presbyterian Villages of Michigan Obligated Group, Series 1997, 6.375%, 1/01/25 (Pre-refunded to 1/01/07) 3,460 Michigan State Hospital Finance Authority, Hospital Revenue 5/08 at 101.00 AAA 3,596,878 Refunding Bonds, St. John's Health System, Series 1998A, 5.000%, 5/15/28 - AMBAC Insured 250 Michigan South Central Power Agency, Power Supply System No Opt. Call A3*** 282,530 Revenue Bonds, Series 2000, 6.000%, 5/01/12 1,000 Michigan State Trunk Line, Fund Bonds, Series 2001A, 11/11 at 100.00 AAA 1,085,200 5.000%, 11/01/25 (Pre-refunded to 11/01/11) - FSA Insured 1,100 Michigan Strategic Fund, Limited Obligation Revenue Refunding 7/08 at 101.00 BBB+*** 1,181,180 Bonds, Porter Hills Presbyterian Village, Series 1998, 5.375%, 7/01/28 (Pre-refunded to 7/01/08) 2,875 Milan Area Schools, Washtenaw and Monroe Counties, 5/10 at 100.00 AAA 3,188,116 Michigan, General Obligation Bonds, Series 2000A, 5.750%, 5/01/24 (Pre-refunded to 5/01/10) - FGIC Insured 1,625 Northville Public Schools, Wayne County, Michigan, General 11/11 at 100.00 AA*** 1,797,445 Obligation Bonds, Series 2001, 5.375%, 5/01/18 (Pre-refunded to 11/01/11) 4,000 Pinckney Community Schools, Livingston and Washtenaw 5/07 at 100.00 AAA 4,179,920 Counties, Michigan, Unlimited Tax General Obligation School Building and Site Bonds, Series 1997, 5.500%, 5/01/27 (Pre-refunded to 5/01/07) - FGIC Insured 1,125 Puerto Rico Highway and Transportation Authority, Highway 7/10 at 101.00 A*** 1,273,973 Revenue Bonds, Series 2000B, 6.000%, 7/01/39 (Pre-refunded to 7/01/10) 85 Puerto Rico Public Finance Corporation, Commonwealth No Opt. Call BBB-*** 106,695 Appropriation Bonds, Series 2002E, 6.000%, 8/01/26 1,000 Rochester Community School District, Oakland and Macomb 5/10 at 100.00 AAA 1,108,910 Counties, Michigan, General Obligation Bonds, Series 2000I, 5.750%, 5/01/19 (Pre-refunded to 5/01/10) - FGIC Insured 2,100 Romulus Community Schools, Wayne County, Michigan, 5/09 at 100.00 AAA 2,292,465 Unlimited Tax General Obligation School Building and Site Bonds, Series 1999, 5.750%, 5/01/25 (Pre-refunded to 5/01/09) - FGIC Insured 2,500 Taylor Building Authority, Wayne, Michigan, Limited Tax 3/10 at 100.00 AAA 2,699,150 General Obligation Bonds, Series 2000, 5.125%, 3/01/17 (Pre-refunded to 3/01/10) - AMBAC Insured 1,980 Washtenaw County Building Authority, Michigan, Limited 9/07 at 100.00 AAA 2,080,485 Tax General Obligation Bonds, Series 1999, 5.400%, 9/01/17 (Pre-refunded to 9/01/07) - FGIC Insured 2,600 West Bloomfield School District, Oakland County, Michigan, 5/10 at 100.00 AAA 2,900,222 Unlimited Tax General Obligation School Building and Site Bonds, Series 2000, 5.900%, 5/01/18 (Pre-refunded to 5/01/10) - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES - 12.1% (8.2% OF TOTAL INVESTMENTS) 3,000 Michigan Public Power Agency, Revenue Bonds, Combustion 1/12 at 100.00 AAA 3,213,960 Turbine 1 Project, Series 2001A, 5.250%, 1/01/27 - AMBAC Insured 3,225 Michigan South Central Power Agency, Power Supply System No Opt. Call A3 3,542,243 Revenue Bonds, Series 2000, 6.000%, 5/01/12 3,630 Michigan Strategic Fund, Limited Obligation Revenue Refunding No Opt. Call AAA 4,770,110 Bonds, Detroit Edison Company, Series 1991BB, 7.000%, 5/01/21 - AMBAC Insured 2,000 Michigan Strategic Fund, Limited Obligation Pollution Control No Opt. Call Aaa 2,107,020 Revenue Refunding Bonds, Detroit Edison Company, Series 1995CC, 4.850%, 9/01/30 (Mandatory put 9/01/11) - AMBAC Insured 4,000 Michigan Strategic Fund, Collateralized Limited Obligation 9/11 at 100.00 A3 4,200,040 Pollution Control Revenue Refunding Bonds, Detroit Edison Company, Series 2001C, 5.450%, 9/01/29 3,000 Michigan Strategic Fund, Limited Obligation Revenue 12/12 at 100.00 AAA 3,192,000 Refunding Bonds, Detroit Edison Company, Series 2002C, 5.450%, 12/15/32 (Alternative Minimum Tax) - XLCA Insured 1,000 Michigan Strategic Fund, Collateralized Limited Obligation 9/09 at 102.00 AAA 1,061,780 Pollution Control Revenue Refunding Bonds, Detroit Edison Company, Series 1999A, 5.550%, 9/01/29 (Alternative Minimum Tax) - MBIA Insured 28 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES (continued) $ 400 Puerto Rico Electric Power Authority, Power Revenue Bonds, 7/10 at 101.00 AAA $ 431,520 Series 2000HH, 5.250%, 7/01/29 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ WATER AND SEWER - 10.3% (6.9% OF TOTAL INVESTMENTS) 1,500 Detroit, Michigan, Senior Lien Sewerage Disposal System No Opt. Call AAA 1,766,010 Revenue Bonds, Series 2001B, 5.500%, 7/01/29 - FGIC Insured 2,000 Detroit, Michigan, Senior Lien Sewerage Disposal System 7/13 at 100.00 AAA 2,159,400 Revenue Bonds, Series 2003A, 5.000%, 7/01/17 - FSA Insured Detroit, Michigan, Senior Lien Water Supply System Revenue Bonds, Series 2003A: 4,025 5.000%, 7/01/24 - MBIA Insured 7/13 at 100.00 AAA 4,263,884 3,000 5.000%, 7/01/25 - MBIA Insured 7/13 at 100.00 AAA 3,175,560 730 Detroit, Michigan, Senior Lien Water Supply System Revenue 7/11 at 100.00 AAA 782,443 Bonds, Series 2001A, 5.250%, 7/01/33 - FGIC Insured 4,210 Michigan Municipal Bond Authority, Clean Water Revolving 10/14 at 100.00 AAA 4,548,821 Fund Revenue Bonds, Series 2004, 5.000%, 10/01/19 Muskegon Heights, Muskegon County, Michigan, Water Supply System Revenue Bonds, Series 2000A: 1,040 5.625%, 11/01/25 - MBIA Insured 11/10 at 100.00 Aaa 1,139,965 1,160 5.625%, 11/01/30 - MBIA Insured 11/10 at 100.00 Aaa 1,271,495 ------------------------------------------------------------------------------------------------------------------------------------ $ 263,609 Total Long-Term Investments (cost $255,798,715) - 148.4% 275,820,083 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 2.2% 4,079,557 -------------------------------------------------------------------------------------------------------------------- Preferred Shares, at Liquidation Value - (50.6)% (94,000,000) -------------------------------------------------------------------------------------------------------------------- Net Assets Applicable to Common Shares - 100% $ 185,899,640 ==================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted. * Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. Such securities are normally considered to be equivalent to AAA rated securities. N/R Investment is not rated. (WI) Security purchased on a when-issued basis. See accompanying notes to financial statements. 29 Nuveen Michigan Premium Income Municipal Fund, Inc. (NMP) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ EDUCATION AND CIVIC ORGANIZATIONS - 7.0% (4.8% OF TOTAL INVESTMENTS) Eastern Michigan University, General Revenue Bonds, Series 2003: $ 1,000 5.000%, 6/01/28 - FGIC Insured 6/13 at 100.00 AAA $ 1,048,480 1,450 5.000%, 6/01/33 - FGIC Insured 6/13 at 100.00 AAA 1,515,381 2,000 Michigan Higher Education Student Loan Authority, Revenue 9/12 at 100.00 AAA 2,098,200 Bonds, Series 2002 XVII-G, 5.200%, 9/01/20 (Alternative Minimum Tax) - AMBAC Insured 3,500 Wayne State University, Michigan, General Revenue Bonds, 11/09 at 101.00 AAA 3,719,765 Series 1999, 5.125%, 11/15/29 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ HEALTHCARE - 15.6% (10.7% OF TOTAL INVESTMENTS) 2,050 Dearborn Hospital Finance Authority, Michigan, Hospital 11/05 at 102.00 AAA 2,107,216 Revenue Bonds, Oakwood Obligated Group, Series 1995A, 5.875%, 11/15/25 - FGIC Insured 2,200 Hancock Hospital Finance Authority, Michigan, FHA-Insured 8/08 at 100.00 AAA 2,319,834 Mortgage Hospital Revenue Bonds, Portage Health System Inc., Series 1998, 5.450%, 8/01/47 - MBIA Insured Michigan State Hospital Finance Authority, Revenue Refunding Bonds, Detroit Medical Center Obligated Group, Series 1993A: 2,000 6.250%, 8/15/13 8/05 at 100.00 BB- 2,000,400 500 6.500%, 8/15/18 8/05 at 100.00 BB- 500,125 1,500 Michigan State Hospital Finance Authority, Hospital Revenue 3/13 at 100.00 A1 1,620,915 Refunding Bonds, Henry Ford Health System, Series 2003A, 5.625%, 3/01/17 4,000 Michigan State Hospital Finance Authority, Hospital Revenue 5/09 at 101.00 AAA 4,329,040 Refunding Bonds, Mercy Mt. Clemens Corporation Obligated Group, Series 1999A, 5.750%, 5/15/29 - MBIA Insured 500 Michigan State Hospital Finance Authority, Hospital Revenue 11/11 at 101.00 A+ 528,720 Refunding Bonds, Sparrow Obligated Group, Series 2001, 5.625%, 11/15/31 4,300 Michigan State Hospital Finance Authority, Hospital Revenue 11/09 at 101.00 A1 4,594,077 Bonds, Henry Ford Health System, Series 1999A, 6.000%, 11/15/24 325 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 Baa1 328,868 Marquette General Hospital, Series 2005A, 5.000%, 5/15/26 425 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 BBB 425,327 Chelsea Community Hospital, Series 2005, 5.000%, 5/15/25 (WI, settling 8/09/05) ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/MULTIFAMILY - 6.5% (4.5% OF TOTAL INVESTMENTS) 950 Michigan Housing Development Authority, GNMA Collateralized 4/12 at 102.00 Aaa 991,477 Limited Obligation Multifamily Housing Revenue Bonds, Burkshire Pointe Apartments, Series 2002A, 5.400%, 10/20/32 (Alternative Minimum Tax) 500 Michigan Housing Development Authority, FNMA Enhanced 9/15 at 100.00 Aaa 526,560 Limited Obligation Multifamily Revenue Bonds, Renaissance Apartments, Series 2002, 5.350%, 8/01/22 (Alternative Minimum Tax) 2,400 Michigan Housing Development Authority, Limited Obligation 10/05 at 102.00 AAA 2,450,400 Revenue Bonds, Walled Lake Villa Project, Series 1993, 6.000%, 4/15/18 - FSA Insured 1,500 Michigan Housing Development Authority, Limited Obligation 10/05 at 101.00 AAA 1,519,740 Revenue Bonds, Breton Village Green Project, Series 1993, 5.625%, 10/15/18 - FSA Insured Mt. Clemens Housing Corporation, Michigan, FHA-Insured Section 8 Assisted Multifamily Housing Revenue Refunding Bonds, Clinton Place Project, Series 1992A: 845 6.600%, 6/01/13 12/05 at 100.00 AAA 846,310 1,500 6.600%, 6/01/22 12/05 at 100.00 AAA 1,532,565 ------------------------------------------------------------------------------------------------------------------------------------ LONG-TERM CARE - 0.6% (0.4% OF TOTAL INVESTMENTS) 665 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 N/R 666,762 Presbyterian Villages of Michigan Obligated Group, Series 2005, 5.250%, 11/15/25 ------------------------------------------------------------------------------------------------------------------------------------ MATERIALS - 0.9% (0.6% OF TOTAL INVESTMENTS) 1,050 Dickinson County Economic Development Corporation, 11/14 at 100.00 BBB 1,076,366 Michigan, Pollution Control Revenue Bonds, International Paper Company, Series 2004A, 4.800%, 11/01/18 30 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL - 51.8% (35.8% OF TOTAL INVESTMENTS) $ 2,500 Anchor Bay School District, Macomb and St. Clair Counties, 5/11 at 100.00 AA $ 2,652,300 Michigan, Unlimited Tax General Obligation Refunding Bonds, Series 2001, 5.000%, 5/01/21 1,475 Anchor Bay School District, Macomb and St. Clair Counties, 11/13 at 100.00 AA 1,573,368 Michigan, General Obligation Bonds, Series 2003, 5.000%, 5/01/21 2,250 Caledonia Community Schools, Kent, Allegan and Barry 5/15 at 100.00 AAA 2,388,083 Counties, Michigan, General Obligation Bonds, Series 2005, 5.000%, 5/01/26 - MBIA Insured 1,375 Chippewa Valley Schools, Macomb County, Michigan, General 5/11 at 100.00 AA 1,428,859 Obligation Bonds, Series 2001, 5.000%, 5/01/26 2,665 Detroit, Michigan, General Obligation Bonds, Series 2004A-1, 4/14 at 100.00 AAA 2,879,559 5.250%, 4/01/24 - AMBAC Insured Detroit City School District, Wayne County, Michigan, General Obligation Bonds, Series 2002A: 1,815 6.000%, 5/01/20 - FGIC Insured No Opt. Call AAA 2,199,471 750 6.000%, 5/01/21 - FGIC Insured No Opt. Call AAA 912,667 2,500 Detroit City School District, Wayne County, Michigan, 5/13 at 100.00 AAA 2,651,775 General Obligation Bonds, Series 2003B, 5.000%, 5/01/23 - FGIC Insured 7,000 Detroit-Wayne County Stadium Authority, Michigan, Limited 2/07 at 102.00 AAA 7,331,380 Tax General Obligation Building Authority Stadium Bonds, Series 1997, 5.250%, 2/01/27 - FGIC Insured 3,815 East Lansing Building Authority, Ingham and Clinton Counties, 4/11 at 100.00 AA 4,116,767 Michigan, Unlimited Tax General Obligation Building Authority Bonds, Series 2000, 5.375%, 4/01/25 1,350 Gull Lake Community Schools, Barry and Calhoun Counties, 5/14 at 100.00 AAA 1,431,904 Kalamazoo, Michigan, General Obligation Bonds, Series 2004, 5.000%, 5/01/23 - FSA Insured 2,000 Howell Public Schools, Livingston County, Michigan, General 11/13 at 100.00 AA 2,126,880 Obligation Bonds, Series 2003, 5.000%, 5/01/22 1,000 Lansing School District, Ingham County, Michigan, General 5/14 at 100.00 AA 1,062,940 Obligation Bonds, Series 2004, 5.000%, 5/01/22 1,185 Linden Community School District, Genesse County, Michigan, 11/13 at 100.00 AA 1,264,028 General Obligation Bonds, Series 2003, 5.000%, 5/01/21 1,000 Livonia Public Schools, Wayne County, Michigan, General 5/14 at 100.00 AAA 1,065,210 Obligation Bonds, Series 2004A, 5.000%, 5/01/21 - MBIA Insured Michigan, General Obligation Bonds, Environmental Protection Program, Series 2003A: 1,000 5.250%, 5/01/20 5/13 at 100.00 AA 1,095,140 2,000 5.250%, 5/01/21 5/13 at 100.00 AA 2,187,480 1,000 Otsego Public Schools District, Allegan and Kalamazoo 5/14 at 100.00 AAA 1,057,670 Counties, Michigan, General Obligation Bonds, Series 2004, 5.000%, 5/01/25 - FSA Insured 1,100 Oxford Area Community Schools, Oakland and Lapeer 5/14 at 100.00 AAA 1,163,437 Counties, Michigan, General Obligation Bonds, Series 2004, 5.000%, 5/01/25 - FSA Insured 2,515 Plainwell Community Schools, Allegan County, Michigan, 11/12 at 100.00 AA 2,629,156 General Obligation Bonds, Series 2002, 5.000%, 5/01/28 1,000 Rockford Public Schools, Kent County, Michigan, General 5/15 at 100.00 AAA 1,060,550 Obligation Bonds, Series 2005, 5.000%, 5/01/27 - FSA Insured South Lyon Community Schools, Oakland, Washtenaw and Livingston Counties, Michigan, General Obligation Bonds, Series 2003: 2,350 5.250%, 5/01/19 - FGIC Insured 11/12 at 100.00 AAA 2,579,008 1,575 5.250%, 5/01/22 - FGIC Insured 11/12 at 100.00 AAA 1,714,892 1,425 Walled Lake Consolidated School District, Oakland County, 5/14 at 100.00 AAA 1,555,943 Michigan, General Obligation Bonds, Series 2004, 5.250%, 5/01/20 - MBIA Insured 2,830 Warren Consolidated School District, Macomb and Oakland 5/13 at 100.00 AA 3,091,322 Counties, Michigan, General Obligation Refunding Bonds, Series 2003, 5.250%, 5/01/20 Wayne County, Michigan, Limited Tax General Obligation Airport Hotel Revenue Bonds, Detroit Metropolitan Wayne County Airport, Series 2001A: 1,500 5.500%, 12/01/18 - MBIA Insured 12/11 at 101.00 AAA 1,662,675 4,270 5.000%, 12/01/30 - MBIA Insured 12/11 at 101.00 AAA 4,460,271 31 Nuveen Michigan Premium Income Municipal Fund, Inc. (NMP) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL (continued) $ 2,950 West Bloomfield School District, Oakland County, Michigan, 5/14 at 100.00 AAA $ 3,135,673 General Obligation Bonds, Series 2004, 5.000%, 5/01/22 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED - 20.8% (14.4% OF TOTAL INVESTMENTS) 220 Chandler Park Academy, Michigan, Public School Academy 11/15 at 100.00 BBB- 217,314 Charter School Revenue Bonds, Series 2005, 5.125%, 11/01/35 (WI, settling 8/09/05) 2,800 Michigan Municipal Bond Authority, Drinking Water Revolving 10/14 at 100.00 AAA 2,994,208 Fund Revenue Bonds, Series 2004, 5.000%, 10/01/23 1,000 Michigan Municipal Bond Authority, Clean Water Revolving 10/15 at 100.00 AAA 1,076,350 Fund Revenue Bonds, Series 2005, 5.000%, 10/01/22 1,500 Michigan State Building Authority, Revenue Bonds, Facilities 10/10 at 100.00 AA- 1,618,005 Program, Series 2000I, 5.375%, 10/15/20 Michigan State Building Authority, Revenue Bonds, Facilities Program, Series 2001I: 2,570 5.500%, 10/15/19 10/11 at 100.00 AA- 2,835,712 6,500 5.000%, 10/15/24 10/11 at 100.00 AA- 6,827,730 Michigan State Building Authority, Revenue Refunding Bonds, Facilities Program, Series 2003II: 5,000 5.000%, 10/15/22 - MBIA Insured 10/13 at 100.00 AAA 5,322,600 2,480 5.000%, 10/15/23 - MBIA Insured 10/13 at 100.00 AAA 2,633,239 1,500 Michigan, Comprehensive Transportation Revenue Refunding 11/11 at 100.00 AAA 1,604,805 Bonds, Series 2001A, 5.000%, 11/01/19 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ TRANSPORTATION - 0.7% (0.4% OF TOTAL INVESTMENTS) 1,000 Puerto Rico Ports Authority, Special Facilities Revenue Bonds, 12/05 at 100.00 CCC 809,430 American Airlines Inc., Series 1993A, 6.300%, 6/01/23 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED *** - 18.7% (12.9% OF TOTAL INVESTMENTS) 1,000 Central Montcalm Public Schools, Montcalm and Ionia 5/09 at 100.00 AAA 1,091,650 Counties, Michigan, General Obligation Unlimited Tax School Building and Site Bonds, Series 1999, 5.750%, 5/01/24 (Pre-refunded to 5/01/09) - MBIA Insured 310 Puerto Rico, The Children's Trust Fund, Tobacco Settlement 7/10 at 100.00 AAA 330,051 Asset-Backed Bonds, Series 2000, 5.750%, 7/01/20 (Pre-refunded to 7/01/10) 500 Detroit City School District, Wayne County, Michigan, 5/12 at 100.00 AAA 558,140 Unlimited Tax School Building and Site Improvement Bonds, Series 2001A, 5.500%, 5/01/21 (Pre-refunded to 5/01/12) - FSA Insured 2,000 Detroit, Michigan, Sewerage Disposal System Revenue Bonds, 1/10 at 101.00 AAA 2,227,980 Series 1999A, 5.875%, 7/01/27 (Pre-refunded to 1/01/10) - FGIC Insured 1,385 Detroit, Michigan, Senior Lien Water Supply System Revenue 7/11 at 100.00 AAA 1,518,639 Bonds, Series 2001A, 5.250%, 7/01/33 (Pre-refunded to 7/01/11) - FGIC Insured 4,000 Detroit, Michigan, Senior Lien Water Supply System Revenue 1/10 at 101.00 AAA 4,446,000 Bonds, Series 1999A, 5.750%, 7/01/26 (Pre-refunded to 1/01/10) - FGIC Insured 1,000 Michigan, Certificates of Participation, New Center 9/11 at 100.00 AAA 1,101,120 Development Inc., Series 2001, 5.375%, 9/01/21 (Pre-refunded to 9/01/11) - MBIA Insured 3,000 Michigan State Hospital Finance Authority, Hospital Revenue 11/05 at 100.00 AAA 3,202,500 Refunding Bonds, St. John's Hospital, Series 1993A, 6.000%, 5/15/13 - AMBAC Insured 2,500 Michigan State Hospital Finance Authority, Hospital Revenue 11/09 at 101.00 AAA 2,807,025 Bonds, Ascension Health Credit Group, Series 1999A, 6.125%, 11/15/26 (Pre-refunded to 11/15/09) 75 Michigan South Central Power Agency, Power Supply System No Opt. Call A3*** 84,759 Revenue Bonds, Series 2000, 6.000%, 5/01/12 1,240 Milan Area Schools, Washtenaw and Monroe Counties, 5/10 at 100.00 AAA 1,368,266 Michigan, General Obligation Bonds, Series 2000A, 5.625%, 5/01/16 (Pre-refunded to 5/01/10) - FGIC Insured 1,000 Rochester Community School District, Oakland and Macomb 5/10 at 100.00 AAA 1,108,910 Counties, Michigan, General Obligation Bonds, Series 2000I, 5.750%, 5/01/19 (Pre-refunded to 5/01/10) - FGIC Insured 1,500 Romulus Community Schools, Wayne County, Michigan, 5/09 at 100.00 AAA 1,637,475 Unlimited Tax General Obligation School Building and Site Bonds, Series 1999, 5.750%, 5/01/25 (Pre-refunded to 5/01/09) - FGIC Insured 32 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED *** (continued) $ 1,000 Saginaw Valley State University, Michigan, General Revenue 7/09 at 100.00 Aaa $ 1,090,430 Bonds, Series 1999, 5.625%, 7/01/29 (Pre-refunded to 7/01/09) - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES - 13.6% (9.4% OF TOTAL INVESTMENTS) 1,000 Michigan Public Power Agency, Revenue Bonds, Combustion 1/12 at 100.00 AAA 1,071,320 Turbine 1 Project, Series 2001A, 5.250%, 1/01/27 - AMBAC Insured 925 Michigan South Central Power Agency, Power Supply System No Opt. Call A3 1,015,992 Revenue Bonds, Series 2000, 6.000%, 5/01/12 3,000 Michigan Strategic Fund, Limited Obligation Pollution Control No Opt. Call Aaa 3,160,530 Revenue Refunding Bonds, Detroit Edison Company, Series 1995CC, 4.850%, 9/01/30 (Mandatory put 9/01/11) - AMBAC Insured 5,000 Michigan Strategic Fund, Collateralized Limited Obligation 9/11 at 100.00 A3 5,250,050 Pollution Control Revenue Refunding Bonds, Detroit Edison Company, Series 2001C, 5.450%, 9/01/29 3,000 Michigan Strategic Fund, Limited Obligation Revenue Refunding 12/12 at 100.00 AAA 3,192,000 Bonds, Detroit Edison Company, Series 2002C, 5.450%, 12/15/32 (Alternative Minimum Tax) - XLCA Insured 1,000 Michigan Strategic Fund, Collateralized Limited Obligation 9/09 at 102.00 AAA 1,061,780 Pollution Control Revenue Refunding Bonds, Detroit Edison Company, Series 1999A, 5.550%, 9/01/29 (Alternative Minimum Tax) - MBIA Insured 1,500 Wyandotte, Michigan, Electric Revenue Refunding Bonds, 10/08 at 101.00 AAA 1,609,515 Series 2002, 5.375%, 10/01/17 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ WATER AND SEWER - 8.8% (6.1% OF TOTAL INVESTMENTS) 2,000 Detroit, Michigan, Second Lien Sewerage Disposal System Revenue 7/15 at 100.00 AAA 2,114,520 Bonds, Series 2005A, 5.000%, 7/01/30 - MBIA Insured 1,500 Detroit, Michigan, Senior Lien Sewerage Disposal System Revenue No Opt. Call AAA 1,766,010 Bonds, Series 2001B, 5.500%, 7/01/29 - FGIC Insured 4,960 Detroit, Michigan, Senior Lien Sewerage Disposal System Revenue 7/13 at 100.00 AAA 5,355,309 Bonds, Series 2003A, 5.000%, 7/01/17 - FSA Insured 1,315 Detroit, Michigan, Senior Lien Water Supply System Revenue Bonds, 7/11 at 100.00 AAA 1,409,470 Series 2001A, 5.250%, 7/01/33 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ $ 163,635 Total Long-Term Investments (cost $164,461,546) - 145.0% 174,743,770 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.5% 1,730,969 -------------------------------------------------------------------------------------------------------------------- Preferred Shares, at Liquidation Value - (46.5)% (56,000,000) -------------------------------------------------------------------------------------------------------------------- Net Assets Applicable to Common Shares - 100% $ 120,474,739 ==================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted. * Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. Such securities are normally considered to be equivalent to AAA rated securities. N/R Investment is not rated. (WI) Security purchased on a when-issued basis. See accompanying notes to financial statements. 33 Nuveen Michigan Dividend Advantage Municipal Fund (NZW) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ EDUCATION AND CIVIC ORGANIZATIONS - 7.2% (4.8% OF TOTAL INVESTMENTS) $ 1,150 Michigan Higher Education Facilities Authority, Limited Obligation 9/11 at 100.00 Aaa $ 1,197,369 Revenue Refunding Bonds, Kettering University, Series 2001, 5.000%, 9/01/26 - AMBAC Insured 1,010 Michigan Technological University, General Revenue Bonds, 10/13 at 100.00 AAA 1,081,437 Series 2004A, 5.000%, 10/01/20 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ HEALTHCARE - 15.9% (10.6% OF TOTAL INVESTMENTS) 500 Allegan Hospital Finance Authority, Michigan, Revenue Bonds, 11/09 at 101.00 N/R 532,620 Allegan General Hospital, Series 1999, 7.000%, 11/15/21 700 Michigan State Hospital Finance Authority, Hospital Revenue 1/06 at 102.00 Ba3 707,329 Refunding Bonds, Sinai Hospital, Series 1995, 6.625%, 1/01/16 500 Michigan State Hospital Finance Authority, Hospital Revenue 5/06 at 102.00 A1 510,170 Refunding Bonds, Henry Ford Health System, Series 1995A, 5.250%, 11/15/20 750 Michigan State Hospital Finance Authority, Hospital Revenue 11/11 at 101.00 A+ 793,080 Refunding Bonds, Sparrow Obligated Group, Series 2001, 5.625%, 11/15/31 200 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 Baa1 202,380 Marquette General Hospital, Series 2005A, 5.000%, 5/15/26 425 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 BBB 420,856 Chelsea Community Hospital, Series 2005, 5.000%, 5/15/30 (WI, settling 8/09/05) 1,800 Royal Oak Hospital Finance Authority, Michigan, Hospital 11/11 at 100.00 AAA 1,893,312 Revenue Bonds, William Beaumont Hospital, Series 2001M, 5.250%, 11/15/31 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/MULTIFAMILY - 5.6% (3.7% OF TOTAL INVESTMENTS) 1,700 Michigan Housing Development Authority, GNMA 8/12 at 102.00 Aaa 1,782,943 Collateralized Limited Obligation Multifamily Housing Revenue Bonds, Cranbrook Apartments, Series 2001A, 5.400%, 2/20/31 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/SINGLE FAMILY - 4.1% (2.7% OF TOTAL INVESTMENTS) 1,250 Michigan Housing Development Authority, Single Family 1/11 at 100.00 AAA 1,297,413 Mortgage Revenue Bonds, Series 2001, 5.300%, 12/01/16 (Alternative Minimum Tax) - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRIALS - 1.5% (1.0% OF TOTAL INVESTMENTS) 500 Michigan Strategic Fund, Limited Obligation Revenue Bonds, No Opt. Call BBB+ 490,905 Republic Services Inc., Series 2001, 4.250%, 8/01/31 (Alternative Minimum Tax) (Mandatory put 4/01/14) ------------------------------------------------------------------------------------------------------------------------------------ LONG-TERM CARE - 1.1% (0.7% OF TOTAL INVESTMENTS) 335 Michigan State Hospital Finance Authority, Revenue Bonds, 5/15 at 100.00 N/R 335,888 Presbyterian Villages of Michigan Obligated Group, Series 2005, 5.250%, 11/15/25 ------------------------------------------------------------------------------------------------------------------------------------ MATERIALS - 1.6% (1.1% OF TOTAL INVESTMENTS) 500 Dickinson County Economic Development Corporation, 11/14 at 100.00 BBB 512,555 Michigan, Pollution Control Revenue Bonds, International Paper Company, Series 2004A, 4.800%, 11/01/18 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL - 41.9% (28.0% OF TOTAL INVESTMENTS) 500 Fitzgerald Public School District, Macomb County, Michigan, 11/14 at 100.00 AAA 543,370 General Obligation Bonds, Series 2004B, 5.000%, 5/01/16 - AMBAC Insured 1,000 Garden City School District, Wayne County, Michigan, 5/11 at 100.00 AA 1,039,170 General Obligation Refunding Bonds, Series 2001, 5.000%, 5/01/26 2,200 Huron School District, Wayne and Monroe Counties, Michigan, 5/11 at 100.00 AAA 2,376,308 General Obligation Bonds, Series 2001, 5.375%, 5/01/26 - FSA Insured 1,500 Huron Valley School District, Oakland and Livingston Counties, 11/11 at 100.00 AA 1,562,385 Michigan, General Obligation Bonds, Series 2001, 5.000%, 5/01/27 34 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL (continued) $ 500 Jackson Public Schools, Jackson County, Michigan, General 5/14 at 100.00 AAA $ 531,470 Obligation School Building and Site Bonds, Series 2004, 5.000%, 5/01/22 - FSA Insured 1,150 Muskegon County, Michigan, Limited Tax General Obligation 7/11 at 100.00 AAA 1,196,230 Wastewater Management System 2 Revenue Bonds, Series 2002, 5.000%, 7/01/26 - FGIC Insured 1,000 Oxford Area Community Schools, Oakland and Lapeer 11/11 at 100.00 AA 1,105,220 Counties, Michigan, General Obligation Bonds, Series 2001, 5.500%, 5/01/17 500 Warren Building Authority, Michigan, Limited Tax General 11/10 at 100.00 AAA 534,310 Obligation Bonds, Series 2001, 5.150%, 11/01/22 - FGIC Insured Washtenaw County, Michigan, Limited Tax General Obligation Bonds, Sylvan Township Water and Wastewater System, Series 2001: 500 5.000%, 5/01/19 - MBIA Insured 5/09 at 100.50 AAA 529,160 800 5.000%, 5/01/20 - MBIA Insured 5/09 at 100.50 AAA 841,032 1,650 Wayne County, Michigan, Limited Tax General Obligation 12/11 at 101.00 AAA 1,723,524 Airport Hotel Revenue Bonds, Detroit Metropolitan Wayne County Airport, Series 2001A, 5.000%, 12/01/30 - MBIA Insured 1,300 Willow Run Community Schools, Washtenaw County, 5/11 at 100.00 AA 1,379,196 Michigan, General Obligation Bonds, Series 2001, 5.000%, 5/01/21 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED - 14.8% (9.9% OF TOTAL INVESTMENTS) 115 Chandler Park Academy, Michigan, Public School Academy 11/15 at 100.00 BBB- 113,596 Charter School Revenue Bonds, Series 2005, 5.125%, 11/01/35 (WI, settling 8/09/05) 1,100 Grand Rapids Building Authority, Kent County, Michigan, 10/11 at 100.00 AAA 1,154,571 Limited Tax General Obligation Bonds, Series 2001, 5.125%, 10/01/26 - MBIA Insured 1,000 Michigan Municipal Bond Authority, Clean Water Revolving 10/15 at 100.00 AAA 1,076,350 Fund Revenue Bonds, Series 2005, 5.000%, 10/01/22 1,205 Michigan State Building Authority, Revenue Bonds, Facilities 10/11 at 100.00 AA- 1,265,756 Program, Series 2001I, 5.000%, 10/15/24 915 Puerto Rico Public Finance Corporation, Commonwealth No Opt. Call BBB- 1,100,928 Appropriation Bonds, Series 2002E, 6.000%, 8/01/26 ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED *** - 29.0% (19.3% OF TOTAL INVESTMENTS) 1,000 Detroit City School District, Wayne County, Michigan, General 5/13 at 100.00 AAA 1,118,270 Obligation Bonds, Series 2002A, 5.375%, 5/01/24 (Pre-refunded to 5/01/13) - FGIC Insured 1,000 Detroit City School District, Wayne County, Michigan, 5/12 at 100.00 AAA 1,116,280 Unlimited Tax School Building and Site Improvement Bonds, Series 2001A, 5.500%, 5/01/21 (Pre-refunded to 5/01/12) - FSA Insured 515 Detroit, Michigan, Senior Lien Water Supply System Revenue 7/11 at 100.00 AAA 564,692 Bonds, Series 2001A, 5.250%, 7/01/33 (Pre-refunded to 7/01/11) - FGIC Insured 1,000 Kent Hospital Finance Authority, Michigan, Revenue Bonds, 7/11 at 101.00 AA*** 1,101,540 Spectrum Health, Series 2001A, 5.250%, 1/15/21 (Pre-refunded to 7/15/11) 1,000 Michigan Municipal Bond Authority, Drinking Water Revolving 10/10 at 101.00 AAA 1,131,180 Fund Revenue Bonds, Series 2000, 5.875%, 10/01/17 (Pre-refunded to 10/01/10) 2,000 Michigan State Trunk Line, Fund Bonds, Series 2001A, 11/11 at 100.00 AAA 2,170,400 5.000%, 11/01/25 (Pre-refunded to 11/01/11) - FSA Insured 235 Puerto Rico, General Obligation and Public Improvement Bonds, 7/11 at 100.00 Aaa 257,562 Series 2001A, 5.125%, 7/01/31 (Pre-refunded to 7/01/11) 500 Puerto Rico Infrastructure Financing Authority, Special 10/10 at 101.00 AAA 549,965 Obligation Bonds, Series 2000A, 5.500%, 10/01/40 85 Puerto Rico Public Finance Corporation, Commonwealth No Opt. Call BBB-*** 106,695 Appropriation Bonds, Series 2002E, 6.000%, 8/01/26 1,000 Rochester Community School District, Oakland and Macomb 11/11 at 100.00 AA*** 1,100,810 Counties, Michigan, General Obligation Bonds, Series 2001II, 5.500%, 5/01/22 (Pre-refunded to 11/01/11) ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES - 15.3% (10.2% OF TOTAL INVESTMENTS) 1,115 Lansing Board of Water and Light, Michigan, Steam and 7/13 at 100.00 AAA 1,189,872 Electric Utility System Revenue Bonds, Series 2003A, 5.000%, 7/01/21 - FSA Insured 35 Nuveen Michigan Dividend Advantage Municipal Fund (NZW) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES (continued) $ 1,235 Michigan Public Power Agency, Revenue Bonds, Combustion 1/12 at 100.00 AAA $ 1,334,702 Turbine 1 Project, Series 2001A, 5.250%, 1/01/24 - AMBAC Insured 2,215 Michigan Strategic Fund, Collateralized Limited Obligation 9/11 at 100.00 A3 2,332,262 Pollution Control Revenue Refunding Bonds, Fixed Rate Conversion, Detroit Edison Company, Series 1999C, 5.650%, 9/01/29 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ WATER AND SEWER - 12.0% (8.0% OF TOTAL INVESTMENTS) 1,000 Detroit, Michigan, Senior Lien Sewerage Disposal System No Opt. Call AAA 1,177,340 Revenue Bonds, Series 2001B, 5.500%, 7/01/29 - FGIC Insured 1,000 Detroit, Michigan, Senior Lien Sewerage Disposal System 7/13 at 100.00 AAA 1,079,700 Revenue Bonds, Series 2003A, 5.000%, 7/01/17 - FSA Insured Detroit, Michigan, Senior Lien Water Supply System Revenue Bonds, Series 2001A: 1,000 5.000%, 7/01/30 - FGIC Insured 7/11 at 100.00 AAA 1,037,020 485 5.250%, 7/01/33 - FGIC Insured 7/11 at 100.00 AAA 519,842 ------------------------------------------------------------------------------------------------------------------------------------ $ 44,640 Total Long-Term Investments (cost $44,948,958) - 150.0% 47,718,965 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 0.3% 101,697 -------------------------------------------------------------------------------------------------------------------- Preferred Shares, at Liquidation Value - (50.3)% (16,000,000) -------------------------------------------------------------------------------------------------------------------- Net Assets Applicable to Common Shares - 100% $ 31,820,662 ==================================================================================================================== FORWARD SWAP CONTRACTS OUTSTANDING AT JULY 31, 2005: UNREALIZED NOTIONAL EFFECTIVE TERMINATION APPRECIATION AMOUNT DATE(2) DATE (DEPRECIATION) -------------------------------------------------------------------------------------------------------------------- Agreement with Morgan Stanley dated January 31, 2005, to pay semi-annually the notional amount multiplied by 5.058% (annualized) and receive quarterly the notional amount multiplied by the three-month USD-LIBOR (United States Dollar-London Inter-Bank Offered Rates). $1,500,000 8/16/05 8/16/35 $(22,132) Agreement with JPMorgan dated June 21, 2005, to pay semi-annually the notional amount multiplied by 4.833% (annualized) and receive quarterly the notional amount multiplied by the three-month USD-LIBOR (United States Dollar-London Inter-Bank Offered Rates). 700,000 2/9/06 2/9/36 16,910 -------------------------------------------------------------------------------------------------------------------- $ (5,222) ==================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted. (2) Effective date represents the date on which both the Fund and counterparty commence interest payment accruals on each forward swap contract. * Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. Such securities are normally considered to be equivalent to AAA rated securities. N/R Investment is not rated. (WI) Security purchased on a when-issued basis. See accompanying notes to financial statements. 36 Nuveen Ohio Quality Income Municipal Fund, Inc. (NUO) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ CONSUMER STAPLES - 1.8% (1.2% OF TOTAL INVESTMENTS) $ 2,730 Puerto Rico, The Children's Trust Fund, Tobacco Settlement 5/12 at 100.00 BBB $ 2,822,274 Asset-Backed Refunding Bonds, Series 2002, 5.375%, 5/15/33 ------------------------------------------------------------------------------------------------------------------------------------ EDUCATION AND CIVIC ORGANIZATIONS - 10.2% (7.0% OF TOTAL INVESTMENTS) 1,200 Ohio Higher Educational Facilities Commission, Revenue Bonds, 9/06 at 101.00 Ba1 1,225,500 University of Findlay, Series 1996, 6.125%, 9/01/16 1,000 Ohio Higher Educational Facilities Commission, Revenue Bonds, 12/11 at 100.00 Baa1 1,077,220 Wittenberg University, Series 2001, 5.500%, 12/01/15 1,415 Ohio Higher Educational Facilities Commission, Revenue Bonds, 11/14 at 100.00 AA 1,512,182 Denison University, Series 2004, 5.000%, 11/01/21 1,320 Ohio Higher Educational Facilities Commission, Revenue Bonds, 12/14 at 100.00 AAA 1,401,338 University of Dayton, Series 2004, 5.000%, 12/01/25 - AMBAC Insured 1,750 Ohio Higher Education Facilities Commission, General Revenue 10/13 at 100.00 AA 1,861,773 Bonds, Oberlin College, Series 2003, 5.125%, 10/01/24 1,000 Ohio Higher Education Facilities Commission, Revenue Bonds, 12/15 at 100.00 Baa1 1,012,020 Wittenburg University, Series 2005, 5.000%, 12/01/29 1,200 Ohio State University, General Receipts Bonds, Series 2002A, 12/12 at 100.00 AA 1,263,216 5.125%, 12/01/31 3,000 Ohio State University, General Receipts Bonds, Series 2003B, 6/13 at 100.00 AA 3,288,090 5.250%, 6/01/22 1,510 University of Akron, Ohio, General Receipts Bonds, Series 2003A, 1/13 at 100.00 AAA 1,609,086 5.000%, 1/01/21 - AMBAC Insured 850 University of Cincinnati, Ohio, General Receipts Bonds, 6/13 at 100.00 AAA 904,018 Series 2003C, 5.000%, 6/01/22 - FGIC Insured 1,200 University of Cincinnati, Ohio, General Receipts Bonds, 6/14 at 100.00 AAA 1,288,080 Series 2004D, 5.000%, 6/01/19 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ HEALTHCARE - 25.1% (17.1% OF TOTAL INVESTMENTS) 2,000 Akron, Bath and Copley Joint Township Hospital District, 11/09 at 101.00 Baa1 2,043,680 Ohio, Hospital Facilities Revenue Bonds, Summa Health System, Series 1998A, 5.375%, 11/15/24 1,000 Cuyahoga County, Ohio, Hospital Revenue Refunding and 2/07 at 102.00 AAA 1,056,320 Improvement Bonds, MetroHealth System, Series 1997, 5.625%, 2/15/17 - MBIA Insured 2,000 Cuyahoga County, Ohio, Revenue Refunding Bonds, Cleveland 7/13 at 100.00 Aa3 2,214,120 Clinic Health System, Series 2003A, 6.000%, 1/01/32 4,500 Erie County, Ohio, Hospital Facilities Revenue Bonds, Firelands 8/12 at 101.00 A 4,737,555 Regional Medical Center, Series 2002A, 5.625%, 8/15/32 Franklin County, Ohio, Hospital Revenue Refunding and Improvement Bonds, Children's Hospital Project, Series 1996A: 1,000 5.750%, 11/01/20 11/06 at 101.00 Aa2 1,027,750 1,500 5.875%, 11/01/25 11/06 at 101.00 Aa2 1,541,280 2,455 Hamilton County, Ohio, Revenue Bonds, Children's Hospital 5/14 at 100.00 AAA 2,697,677 Medical Center, Series 2004J, 5.250%, 5/15/16 - FGIC Insured 2,405 Miami County, Ohio, Hospital Facilities Revenue Refunding 5/06 at 102.00 BBB+ 2,489,247 and Improvement Bonds, Upper Valley Medical Center, Series 1996A, 6.250%, 5/15/16 1,500 Montgomery County, Ohio, Hospital Facilities Revenue 4/06 at 102.00 AAA 1,555,035 Refunding and Improvement Bonds, Kettering Medical Center, Series 1996, 5.625%, 4/01/16 - MBIA Insured 3,000 Montgomery County, Ohio, Hospital Facilities Revenue Bonds, 4/10 at 101.00 A2 3,330,180 Kettering Medical Center, Series 1999, 6.750%, 4/01/18 37 Nuveen Ohio Quality Income Municipal Fund, Inc. (NUO) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ HEALTHCARE (continued) Montgomery County, Ohio, Revenue Bonds, Catholic Health Initiatives, Series 2004A: $ 2,500 5.000%, 5/01/30 5/14 at 100.00 AA $ 2,600,475 2,500 5.000%, 5/01/32 No Opt. Call AA 2,599,925 6,000 Parma Community General Hospital Association, Ohio, Hospital 11/08 at 101.00 A- 6,170,580 Revenue Refunding and Improvement Bonds, Series 1998, 5.375%, 11/01/29 2,500 Richland County, Ohio, Hospital Facilities Revenue Improvement 11/10 at 101.00 A- 2,720,450 Bonds, MedCentral Health System Obligated Group, Series 2000B, 6.375%, 11/15/30 1,500 Steubenville, Ohio, Hospital Facilities Revenue Refunding 10/10 at 100.00 A3 1,643,955 and Improvement Bonds, Trinity Health System, Series 2000, 6.375%, 10/01/20 1,705 Tuscarawas County, Ohio, Hospital Facilities Revenue Bonds, 10/11 at 101.00 AA 1,881,485 Union Hospital Project, Series 2001, 5.750%, 10/01/21 - RAAI Insured ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/MULTIFAMILY - 6.8% (4.6% OF TOTAL INVESTMENTS) 1,385 Clermont County, Ohio, GNMA Collateralized Mortgage Revenue 8/05 at 101.00 Aaa 1,400,083 Bonds, S.E.M. Villa II Project, Series 1994A, 5.950%, 2/20/30 975 Cuyahoga County, Ohio, GNMA Collateralized Multifamily 9/10 at 102.00 Aaa 1,005,313 Housing Mortgage Revenue Bonds, West Tech Apartments Project, Series 2002A, 5.350%, 3/20/33 (Alternative Minimum Tax) 1,435 Cuyahoga County, Ohio, GNMA Collateralized Loan Multifamily 6/08 at 105.00 Aaa 1,545,151 Housing Revenue Bonds, Water Street Associates Ltd., Series 1997, 6.150%, 12/20/26 (Alternative Minimum Tax) Cuyahoga County, Ohio, GNMA Collateralized Multifamily Housing Mortgage Revenue Bonds, Longwood Phase One Associates LP, Series 2001A: 2,475 5.350%, 1/20/21 (Alternative Minimum Tax) 7/11 at 102.00 Aaa 2,596,547 2,250 5.450%, 1/20/31 (Alternative Minimum Tax) 7/11 at 102.00 Aaa 2,350,012 1,000 Cuyahoga County, Ohio, GNMA Collateralized Multifamily 9/12 at 102.00 Aaa 1,047,110 Housing Mortgage Revenue Bonds, Livingston Park Apartments Project, Series 2002A, 5.350%, 9/20/27 (Alternative Minimum Tax) 985 Franklin County, Ohio, FHA-Insured Multifamily Housing 1/06 at 102.00 Aa 1,001,686 Mortgage Revenue Bonds, Hamilton Creek Apartments Project, Series 1994A, 5.550%, 7/01/24 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/SINGLE FAMILY - 4.6% (3.2% OF TOTAL INVESTMENTS) 1,500 Ohio Housing Finance Agency, GNMA Mortgage-Backed 9/07 at 102.00 Aaa 1,555,365 Securities Program Residential Mortgage Revenue Bonds, Series 1996B-3, 5.750%, 9/01/28 (Alternative Minimum Tax) 2,645 Ohio Housing Finance Agency, GNMA Mortgage-Backed 3/08 at 101.50 AAA 2,724,112 Securities Program Residential Mortgage Revenue Bonds, Series 1998A-1, 5.300%, 9/01/19 (Alternative Minimum Tax) - FSA Insured 2,605 Ohio Housing Finance Agency, GNMA Mortgage-Backed 9/08 at 102.00 Aaa 2,681,691 Securities Program Residential Mortgage Revenue Bonds, Series 1997B, 5.400%, 9/01/29 (Alternative Minimum Tax) 355 Ohio Housing Finance Agency, GNMA Mortgage-Backed 3/12 at 100.00 Aaa 368,295 Securities Program Residential Mortgage Revenue Bonds, Series 2002D, 5.400%, 9/01/34 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRIALS - 0.3% (0.2% OF TOTAL INVESTMENTS) 530 Cleveland-Cuyahoga County Port Authority, Ohio, Bond Fund 11/14 at 100.00 N/R 539,673 Program Development Revenue Bonds, Myers University, Series 2004E, 5.600%, 5/15/25 ------------------------------------------------------------------------------------------------------------------------------------ LONG-TERM CARE - 0.6% (0.5% OF TOTAL INVESTMENTS) 1,000 Hamilton County, Ohio, Healthcare Facilities Improvement 10/08 at 102.00 BBB 1,042,410 Revenue Bonds, Twin Towers, Series 1999A, 5.800%, 10/01/23 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL - 46.4% (31.7% OF TOTAL INVESTMENTS) 1,000 Ansonia Local School District, Darke County, Ohio, General 12/10 at 102.00 Aaa 1,112,160 Obligation Bonds, Series 2000, 5.500%, 12/01/22 - MBIA Insured 1,000 Bay Village City School District, Ohio, General Obligation 12/10 at 100.00 Aa2 1,054,770 Unlimited Tax School Improvement Bonds, Series 2001, 5.000%, 12/01/25 270 Berea City School District, Ohio, General Obligation Unlimited 12/05 at 100.00 AAA 273,780 Tax School Improvement Bonds, Series 1993, 7.500%, 12/15/06 - AMBAC Insured 38 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL (continued) Butler County, Ohio, General Obligation Judgment Bonds, Series 2002: $ 2,030 5.250%, 12/01/21 12/12 at 101.00 Aa3 $ 2,229,123 2,140 5.250%, 12/01/22 12/12 at 101.00 Aa3 2,345,440 Butler County, Ohio, General Obligation Bonds, Series 2002: 1,345 5.000%, 12/01/21 - MBIA Insured 12/12 at 100.00 Aaa 1,436,944 1,200 5.000%, 12/01/22 - MBIA Insured 12/12 at 101.00 Aaa 1,277,832 1,560 Canal Winchester Local School District, Franklin and Fairfield 12/11 at 100.00 Aaa 1,625,645 Counties, Ohio, School Facilities Construction and Improvement Bonds, Series 2001B, 5.000%, 12/01/28 - FGIC Insured 1,500 Centerville City School District, Montgomery County, Ohio, 6/15 at 100.00 Aaa 1,588,995 General Obligation Bonds, Series 2005, 5.000%, 12/01/30 - FSA Insured 1,000 Central Ohio Solid Waste Authority, General Obligation Bonds, 6/14 at 100.00 AAA 1,085,260 Series 2004A, 5.000%, 12/01/15 - AMBAC Insured 1,000 Cincinnati City School District, Hamilton County, Ohio, 12/11 at 100.00 AAA 1,099,450 General Obligation Bonds, Series 2001, 5.375%, 12/01/15 - MBIA Insured 2,600 Cincinnati City School District, Hamilton County, Ohio, General 12/12 at 100.00 AAA 2,835,872 Obligation Bonds, Series 2002, 5.250%, 6/01/21 - FSA Insured 1,000 Cleveland Municipal School District, Cuyahoga County, Ohio, 6/14 at 100.00 AAA 1,064,210 General Obligation Bonds, Series 2004, 5.000%, 12/01/22 - FSA Insured 1,200 Cuyahoga County, Ohio, General Obligation Bonds, 12/14 at 100.00 AA+ 1,288,332 Series 2004, 5.000%, 12/01/21 1,000 Dayton, Ohio, General Obligation Bonds, Series 2004, 6/14 at 100.00 AAA 1,095,750 5.250%, 12/01/19 - AMBAC Insured 1,000 Dublin, Ohio, Unlimited Tax Various Purpose Improvement 12/10 at 100.00 Aaa 1,060,920 Bonds, Series 2000A, 5.000%, 12/01/20 1,000 Dublin City School District, Franklin, Delaware and Union 12/13 at 100.00 AAA 1,064,860 Counties, Ohio, General Obligation Bonds, Series 2003, 5.000%, 12/01/22 - FSA Insured 1,195 Fairview Park City School District, Cuyahoga County, Ohio, 6/15 at 100.00 Aaa 1,275,806 General Obligation Bonds, Series 2005, 5.000%, 12/01/24 - MBIA Insured 1,300 Franklin County, Ohio, Limited Tax General Obligation Refunding 12/08 at 102.00 AAA 1,407,432 Bonds, Series 1993, 5.375%, 12/01/20 2,000 Garfield Heights City School District, Cuyahoga County, Ohio, 12/11 at 100.00 Aaa 2,090,320 General Obligation School Improvement Bonds, Series 2001, 5.000%, 12/15/26 - MBIA Insured 1,160 Kenston Local School District, Geauga County, Ohio, General 6/13 at 100.00 Aaa 1,235,168 Obligation Bonds, Series 2003, 5.000%, 12/01/22 - MBIA Insured 2,000 Lakota Local School District, Butler County, Ohio, Unlimited 6/11 at 100.00 Aaa 2,097,760 Tax General Obligation School Improvement and Refunding Bonds, Series 2001, 5.125%, 12/01/26 - FGIC Insured 1,000 London City School District, Ohio, General Obligation School 12/11 at 100.00 Aaa 1,040,390 Facilities Construction and Improvement Bonds, Series 2001, 5.000%, 12/01/29 - FGIC Insured 2,000 Louisville City School District, Ohio, General Obligation Bonds, 12/11 at 100.00 Aaa 2,080,780 Series 2001, 5.000%, 12/01/29 - FGIC Insured 1,515 Massillon City School District, Ohio, General Obligation Bonds, 12/12 at 100.00 Aaa 1,652,441 Series 2003, 5.250%, 12/01/21 - MBIA Insured 760 Middletown City School District, Butler County, Ohio, General 12/13 at 100.00 Aaa 805,045 Obligation Bonds, Series 2004, 5.000%, 12/01/25 - FGIC Insured 1,260 Morgan Local School District, Morgan, Muskingum and 12/10 at 101.00 AA 1,406,714 Washington Counties, Ohio, Unlimited Tax General Obligation School Improvement Bonds, Series 2000, 5.750%, 12/01/22 3,000 Ohio, General Obligation Bonds, Infrastructure Improvements, 2/13 at 100.00 AA+ 3,180,690 Series 2003F, 5.000%, 2/01/23 Olentangy Local School District, Deleware and Franklin Counties, Ohio, General Obligation Bonds, Series 2004A: 1,315 5.250%, 12/01/23 - FGIC Insured 6/14 at 100.00 AAA 1,433,745 3,380 5.250%, 12/01/24 - FGIC Insured 6/14 at 100.00 AAA 3,679,975 1,510 Painesville City School District, Ohio, General Obligation 12/14 at 100.00 AAA 1,615,081 Bonds, Series 2004, 5.000%, 12/01/22 - FGIC Insured 1,155 Perry Local School District, Allen County, Ohio, General 12/11 at 101.00 AAA 1,255,011 Obligation Bonds, Series 2001, 5.250%, 12/01/25 - AMBAC Insured 39 Nuveen Ohio Quality Income Municipal Fund, Inc. (NUO) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL (continued) $ 2,720 Pickerington Local School District, Fairfield and Franklin 12/11 at 100.00 AAA $ 2,834,458 Counties, Ohio, General Obligation Bonds, School Facilities Construction and Improvement, Series 2001, 5.000%, 12/01/28 - FGIC Insured 1,100 Plain Local School District, Franklin and Licking Counties, 6/12 at 100.00 Aaa 1,221,770 Ohio, General Obligation Bonds, Series 2002, 5.500%, 12/01/17 - FGIC Insured 280 Plain Local School District, Franklin and Licking Counties, 6/11 at 100.00 Aaa 315,246 Ohio, General Obligation Bonds, Series 2000, 6.000%, 12/01/20 - FGIC Insured 1,445 Portage County, Ohio, General Obligation Bonds, 12/11 at 100.00 AAA 1,507,438 Series 2001, 5.000%, 12/01/27 - FGIC Insured 1,000 Princeton City School District, Butler County, Ohio, General 12/13 at 100.00 AAA 1,051,070 Obligation Bonds, Series 2003, 5.000%, 12/01/30 - MBIA Insured 2,830 Springfield Township, Hamilton County, Ohio, Various Purpose 12/11 at 100.00 Aa3 3,005,828 Limited Tax General Obligation Bonds, Series 2002, 5.250%, 12/01/27 2,000 Strongsville, Ohio, General Obligation Bonds, Series 2001, 12/11 at 100.00 Aaa 2,128,980 5.000%, 12/01/21 - FGIC Insured 70 Strongsville, Ohio, Limited Tax General Obligation Various 12/06 at 102.00 Aa2 74,066 Purpose Improvement Bonds, Series 1996, 5.950%, 12/01/21 2,000 Sugarcreek Local School District, Athens County, Ohio, General 12/13 at 100.00 Aaa 2,183,080 Obligation Bonds, Series 2003, 5.250%, 12/01/27 - MBIA Insured Warren City School District, Trumbull County, Ohio, General Obligation Bonds, Series 2004: 2,515 5.000%, 12/01/20 - FGIC Insured 6/14 at 100.00 AAA 2,695,728 1,170 5.000%, 12/01/22 - FGIC Insured 6/14 at 100.00 AAA 1,247,805 1,000 West Chester Township, Butler County, Ohio, General 12/13 at 100.00 Aaa 1,054,660 Obligation Bonds, Series 2003, 5.000%, 12/01/28 - MBIA Insured 2,000 Westerville City School District, Franklin and Delaware 6/11 at 100.00 AAA 2,080,400 Counties, Ohio, Various Purpose General Obligation Bonds, Series 2001, 5.000%, 12/01/27 - MBIA Insured 1,000 Westlake, Ohio, Various Purpose General Obligation 12/08 at 101.00 Aaa 1,082,970 Improvement and Refunding Bonds, Series 1997, 5.550%, 12/01/17 2,155 Youngstown City School District, Mahoning County, Ohio, 12/14 at 100.00 AAA 2,291,218 General Obligation Bonds, Series 2005, 5.000%, 12/01/25 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED - 10.5% (7.2% OF TOTAL INVESTMENTS) 1,380 Columbus, Ohio, Tax Increment Financing Bonds, Easton 6/14 at 100.00 AAA 1,456,052 Project, Series 2004A, 5.000%, 12/01/25 - AMBAC Insured 3,000 Franklin County, Ohio, Excise Tax and Lease Revenue 12/15 at 100.00 AAA 3,185,220 Anticipation Bonds, Convention Facilities Authority, Series 2005, 5.000%, 12/01/27 - AMBAC Insured 1,085 Hamilton County Convention Facilities Authority, Ohio, 6/14 at 100.00 AAA 1,163,804 First Lien Revenue Bonds, Series 2004, 5.000%, 12/01/18 - FGIC Insured 1,000 Hudson City School District, Ohio, Certificates of Participation, 6/14 at 100.00 Aaa 1,056,620 Series 2004, 5.000%, 6/01/26 - MBIA Insured New Albany Community Authority, Ohio, Community Facilities Revenue Refunding Bonds, Series 2001B: 1,000 5.500%, 10/01/15 - AMBAC Insured 4/12 at 100.00 AAA 1,108,940 1,000 5.500%, 10/01/17 - AMBAC Insured 4/12 at 100.00 AAA 1,108,310 1,000 Ohio, State Appropriation Lease Bonds, Mental Health Capital 6/13 at 100.00 AA 1,084,030 Facilities, Series 2003B-II, 5.000%, 6/01/16 2,645 Ohio State Building Authority, State Facilities Bonds, Adult 4/14 at 100.00 AAA 2,920,821 Correctional Building Fund Project, Series 2004A, 5.250%, 4/01/15 - MBIA Insured 800 Ohio State Building Authority, State Facilities Bonds, 4/15 at 100.00 AAA 852,032 Administrative Building Fund Projects, Series 2005A, 5.000%, 4/01/25 - FSA Insured 2,500 Ohio State Building Authority, State Facilities Bonds, 4/15 at 100.00 AAA 2,662,600 Adult Correctional Building Fund Project, Series 2005A, 5.000%, 4/01/25 - FSA Insured 250 Ohio Department of Transportation, Certificates of 10/05 at 100.00 AA 250,358 Participation, Rickenbacker International Airport Improvements, Series 1996, 6.125%, 4/15/15 (Alternative Minimum Tax) 40 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TRANSPORTATION - 7.8% (5.3% OF TOTAL INVESTMENTS) $ 1,780 Cleveland, Ohio, Airport System Revenue Bonds, Series 2000A, 1/10 at 101.00 AAA $ 1,911,738 5.250%, 1/01/16 - FSA Insured 3,430 Cleveland, Ohio, Parking Facilities Revenue Refunding Bonds, 9/06 at 102.00 AAA 3,587,780 Series 1996, 5.500%, 9/15/22 - MBIA Insured 3,000 Dayton, Ohio, Airport Revenue Bonds, James M. Cox 12/13 at 100.00 AA 3,130,440 International Airport, Series 2003C, 5.250%, 12/01/23 (Alternative Minimum Tax) - RAAI Insured 1,500 Dayton, Ohio, Special Facilities Revenue Refunding Bonds, 2/08 at 102.00 AAA 1,600,890 Emery Air Freight Corporation and Emery Worldwide Airlines Inc. - Guarantors, Series 1998A, 5.625%, 2/01/18 2,000 Ohio Turnpike Commission, Revenue Bonds, Series 1998A, No Opt. Call AAA 2,307,520 5.500%, 2/15/18 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED *** - 16.1% (11.1% OF TOTAL INVESTMENTS) 2,025 Puerto Rico, The Children's Trust Fund, Tobacco Settlement 7/10 at 100.00 AAA 2,155,977 Asset-Backed Bonds, Series 2000, 5.750%, 7/01/20 (Pre-refunded to 7/01/10) 420 Cleveland, Ohio, Waterworks Revenue Refunding and 1/08 at 101.00 AAA 443,633 Improvement Bonds, Series 1998I, 5.000%, 1/01/28 (Pre-refunded to 1/01/08) - FSA Insured 1,210 Columbus, Ohio, Tax Increment Financing Bonds, Easton 6/09 at 101.00 AAA 1,295,232 Project, Series 1999, 4.875%, 12/01/24 (Pre-refunded to 6/01/09) - AMBAC Insured 1,415 Franklin County, Ohio, First Mortgage Revenue, OCLC Inc. 12/05 at 100.00 AAA 1,526,799 Project, Series 1979, 7.500%, 6/01/09 2,110 Hamilton County, Ohio, Sewer System Revenue and 6/10 at 101.00 AAA 2,358,853 Improvement Bonds, Metropolitan Sewer District of Greater Cincinnati, Series 2000A, 5.750%, 12/01/25 (Pre-refunded to 6/01/10) - MBIA Insured 1,000 Hilliard School District, Ohio, General Obligation School 12/10 at 101.00 AAA 1,126,590 Improvement Bonds, Series 2000, 5.750%, 12/01/24 (Pre-refunded to 12/01/10) - FGIC Insured 2,100 Lakota Local School District, Butler County, Ohio, Unlimited 12/05 at 100.00 AAA 2,125,599 Tax General Obligation School Improvement Bonds, Series 1994, 6.250%, 12/01/14 (Pre-refunded to 12/01/05) - AMBAC Insured 2,500 Marion County, Ohio, Hospital Revenue Refunding and 5/06 at 102.00 BBB+*** 2,616,675 Improvement Bonds, The Community Hospital, Series 1996, 6.375%, 5/15/11 (Pre-refunded to 5/15/06) 4,315 Ohio Capital Corporation for Housing, FHA-Insured 2/09 at 102.00 N/R*** 4,777,870 Section 8 Assisted Mortgage Loan Revenue Refunding Bonds, Series 1999G, 5.950%, 2/01/24 (Pre-refunded to 2/01/09) 1,220 Plain Local School District, Franklin and Licking Counties, 6/11 at 100.00 Aaa 1,384,017 Ohio, General Obligation Bonds, Series 2000, 6.000%, 12/01/20 (Pre-refunded to 6/01/11) - FGIC Insured 1,000 Upper Arlington City School District, Ohio, General 12/06 at 101.00 AAA 1,042,310 Obligation Improvement Bonds, Series 1996, 5.250%, 12/01/22 (Pre-refunded to 12/01/06) - MBIA Insured 2,000 Wayne Local School District, Warren County, Ohio, Unlimited 12/06 at 101.00 AAA 2,107,820 Tax General Obligation School Improvement Bonds, Series 1996, 6.100%, 12/01/24 (Pre-refunded to 12/01/06) - AMBAC Insured 3,000 West Clermont Local School District, Clermont County, Ohio, 12/05 at 100.00 AAA 3,034,050 Unlimited Tax General Obligation School Improvement Bonds, Series 1995, 6.000%, 12/01/18 (Pre-refunded to 12/01/05) - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES - 7.0% (4.8% OF TOTAL INVESTMENTS) 4,000 American Municipal Power Ohio Inc., Wadsworth, Electric 2/12 at 100.00 Aaa 4,236,280 System Improvement Revenue Bonds, Series 2002, 5.000%, 2/15/22 - MBIA Insured 2,000 Ohio Municipal Electric Generation Agency, Beneficial 2/14 at 100.00 AAA 2,129,360 Interest Certificates, Belleville Hydroelectric Project - Joint Venture 5, Series 2004, 5.000%, 2/15/20 - AMBAC Insured 3,000 Ohio Air Quality Development Authority, Revenue Bonds, 4/07 at 102.00 AAA 3,159,870 JMG Funding Limited Partnership Project, Series 1997, 5.625%, 1/01/23 (Alternative Minimum Tax) - AMBAC Insured 1,800 Ohio Water Development Authority, Solid Waste Disposal 9/08 at 102.00 N/R 1,820,124 Revenue Bonds, Bay Shore Power, Series 1998A, 5.875%, 9/01/20 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ WATER AND SEWER - 8.9% (6.1% OF TOTAL INVESTMENTS) Cincinnati, Ohio, Water System Revenue Bonds, Series 2001: 1,000 5.500%, 12/01/17 6/11 at 100.00 AA+ 1,100,030 3,510 5.000%, 12/01/18 6/11 at 100.00 AA+ 3,761,772 3,000 5.000%, 12/01/19 6/11 at 100.00 AA+ 3,210,300 1,000 5.000%, 12/01/20 6/11 at 100.00 AA+ 1,061,720 2,000 Cincinnati, Ohio, Water System Revenue Bonds, 6/11 at 100.00 AA+ 2,121,500 Series 2003, 5.000%, 12/01/22 41 Nuveen Ohio Quality Income Municipal Fund, Inc. (NUO) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ WATER AND SEWER (continued) $ 1,000 Cleveland, Ohio, Waterworks First Mortgage Revenue Refunding No Opt. Call AAA $ 1,158,200 and Improvement Bonds, Series 1993G, 5.500%, 1/01/21 - MBIA Insured 40 Cleveland, Ohio, Waterworks First Mortgage Revenue Refunding 1/06 at 102.00 AAA 41,236 and Improvement Bonds, Series 1996H, 5.750%, 1/01/26 - MBIA Insured 580 Cleveland, Ohio, Waterworks Revenue Refunding and 1/08 at 101.00 AAA 603,977 Improvement Bonds, Series 1998I, 5.000%, 1/01/28 - FSA Insured 1,220 Hamilton, Ohio, Wastewater System Revenue Bonds, 10/15 at 100.00 Aaa 1,343,669 Series 2005, 5.250%, 10/01/22 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ $ 220,895 Total Long-Term Investments (cost $222,817,235) - 146.1% 235,132,995 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.8% 2,848,506 -------------------------------------------------------------------------------------------------------------------- Preferred Shares, at Liquidation Value - (47.9)% (77,000,000) -------------------------------------------------------------------------------------------------------------------- Net Assets Applicable to Common Shares - 100% $ 160,981,501 ==================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted. * Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. Such securities are normally considered to be equivalent to AAA rated securities. N/R Investment is not rated. See accompanying notes to financial statements. 42 Nuveen Ohio Dividend Advantage Municipal Fund (NXI) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ CONSUMER STAPLES - 1.7% (1.2% OF TOTAL INVESTMENTS) $ 1,090 Puerto Rico, The Children's Trust Fund, Tobacco Settlement 5/12 at 100.00 BBB $ 1,126,842 Asset-Backed Refunding Bonds, Series 2002, 5.375%, 5/15/33 ------------------------------------------------------------------------------------------------------------------------------------ EDUCATION AND CIVIC ORGANIZATIONS - 19.1% (13.2% OF TOTAL INVESTMENTS) 1,165 Cleveland-Cuyahoga County Port Authority, Ohio, Lease 8/15 at 100.00 AAA 1,234,632 Revenue Bonds, Euclid Avenue Housing Corporation - Fenn Tower Project, Series 2005, 5.000%, 8/01/23 - AMBAC Insured 1,000 Ohio Higher Educational Facilities Commission, Revenue 12/10 at 101.00 AAA 1,098,220 Bonds, University of Dayton, Series 2000, 5.500%, 12/01/25 - AMBAC Insured 2,000 Ohio Higher Educational Facilities Commission, Revenue Bonds, 11/11 at 101.00 AA 2,130,000 Denison University, Series 2001, 5.200%, 11/01/26 2,650 Ohio Higher Education Facilities Commission, Revenue Bonds, 5/12 at 100.00 A2 2,759,154 Ohio Northern University, Series 2002, 5.000%, 5/01/22 500 Ohio Higher Education Facilities Commission, Revenue Bonds, 12/15 at 100.00 Baa1 510,495 Wittenburg University, Series 2005, 5.000%, 12/01/24 1,760 Ohio University at Athens, Subordinate Lien General Receipts 6/14 at 100.00 AAA 1,883,781 Bonds, Series 2004, 5.000%, 12/01/20 - MBIA Insured 2,735 University of Cincinnati, Ohio, General Receipts Bonds, 6/12 at 100.00 AA- 2,955,359 Series 2002F, 5.375%, 6/01/19 ------------------------------------------------------------------------------------------------------------------------------------ HEALTHCARE - 17.5% (12.1% OF TOTAL INVESTMENTS) 1,100 Cuyahoga County, Ohio, Revenue Refunding Bonds, Cleveland 7/13 at 100.00 Aa3 1,217,766 Clinic Health System, Series 2003A, 6.000%, 1/01/32 1,950 Lucas County, Ohio, Hospital Revenue Bonds, ProMedica 11/09 at 101.00 AAA 2,097,556 Healthcare Obligated Group, Series 1999, 5.375%, 11/15/29 - AMBAC Insured 1,600 Miami County, Ohio, Hospital Facilities Revenue Refunding 5/06 at 102.00 BBB+ 1,654,224 and Improvement Bonds, Upper Valley Medical Center, Series 1996A, 6.375%, 5/15/26 1,000 Montgomery County, Ohio, Revenue Bonds, Catholic Health 5/14 at 100.00 AA 1,040,190 Initiatives, Series 2004A, 5.000%, 5/01/30 Parma Community General Hospital Association, Ohio, Hospital Revenue Refunding and Improvement Bonds, Series 1998: 2,250 5.250%, 11/01/13 11/08 at 101.00 A- 2,345,783 2,000 5.375%, 11/01/29 11/08 at 101.00 A- 2,056,860 1,000 Richland County, Ohio, Hospital Facilities Revenue Improvement 11/10 at 101.00 A- 1,088,180 Bonds, MedCentral Health System Obligated Group, Series 2000B, 6.375%, 11/15/30 ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/MULTIFAMILY - 4.6% (3.2% OF TOTAL INVESTMENTS) 2,885 Ohio Housing Finance Agency, FHA-Insured Mortgage Revenue 4/11 at 102.00 Aa2 3,025,846 Bonds, Asbury Woods Project, Series 2001A, 5.450%, 4/01/26 ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/SINGLE FAMILY - 3.9% (2.7% OF TOTAL INVESTMENTS) 650 Ohio Housing Finance Agency, GNMA Mortgage-Backed 8/10 at 100.00 Aaa 667,115 Securities Program Residential Mortgage Revenue Bonds, Series 2000C, 6.050%, 3/01/32 (Alternative Minimum Tax) 1,325 Ohio Housing Finance Agency, GNMA Mortgage-Backed 8/10 at 100.00 Aaa 1,355,051 Securities Program Residential Mortgage Revenue Bonds, Series 2000D, 5.450%, 9/01/31 (Alternative Minimum Tax) 390 Ohio Housing Finance Agency, GNMA Mortgage-Backed 8/10 at 100.00 Aaa 401,337 Securities Program Residential Mortgage Revenue Bonds, Series 2000F, 5.625%, 9/01/16 145 Ohio Housing Finance Agency, GNMA Mortgage-Backed 3/12 at 100.00 Aaa 150,430 Securities Program Residential Mortgage Revenue Bonds, Series 2002D, 5.400%, 9/01/34 (Alternative Minimum Tax) 43 Nuveen Ohio Dividend Advantage Municipal Fund (NXI) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRIALS - 1.8% (1.2% OF TOTAL INVESTMENTS) $ 1,000 Toledo-Lucas County Port Authority, Ohio, Revenue Refunding No Opt. Call Baa2 $ 1,157,710 Bonds, CSX Transportation Inc., Series 1992, 6.450%, 12/15/21 ------------------------------------------------------------------------------------------------------------------------------------ LONG-TERM CARE - 4.0% (2.8% OF TOTAL INVESTMENTS) 1,000 Franklin County, Ohio, Healthcare Facilities Revenue Bonds, 7/11 at 101.00 BBB 1,120,410 Ohio Presbyterian Retirement Services, Series 2001A, 7.125%, 7/01/29 1,470 Hamilton County, Ohio, Healthcare Facilities Improvement 10/08 at 102.00 BBB 1,541,060 Revenue Bonds, Twin Towers, Series 1999A, 5.750%, 10/01/19 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL - 44.3% (30.7% OF TOTAL INVESTMENTS) 1,000 Bay Village City School District, Ohio, General Obligation 12/10 at 100.00 Aa2 1,054,770 Unlimited Tax School Improvement Bonds, Series 2001, 5.000%, 12/01/25 1,000 Centerville, Ohio, General Obligation Limited Tax Bonds, 12/11 at 100.00 Aa3 1,051,410 Capital Facilities Improvement, Series 2001, 5.125%, 12/01/26 1,500 Centerville City School District, Montgomery County, Ohio, 6/15 at 100.00 Aaa 1,588,995 General Obligation Bonds, Series 2005, 5.000%, 12/01/30 - FSA Insured 1,000 Columbus City School District, Franklin County, Ohio, General 12/14 at 100.00 AAA 1,133,220 Obligation Bonds, Series 2004, 5.500%, 12/01/15 - FSA Insured 500 Cuyahoga County, Ohio, General Obligation Bonds, 12/14 at 100.00 AA+ 536,805 Series 2004, 5.000%, 12/01/21 Jackson City School District, Jackson County, Ohio, Unlimited Tax General Obligation School Improvement Bonds, Series 2001: 880 5.500%, 12/01/22 - MBIA Insured 6/11 at 100.00 Aaa 970,218 935 5.500%, 12/01/23 - MBIA Insured 6/11 at 100.00 Aaa 1,030,856 1,000 Lakewood City School District, Cuyahoga County, Ohio, 12/14 at 100.00 AAA 1,110,970 General Obligation Bonds, Series 2004, 5.250%, 12/01/16 - FSA Insured 2,000 Lakota Local School District, Butler County, Ohio, Unlimited 6/11 at 100.00 Aaa 2,097,760 Tax General Obligation School Improvement and Refunding Bonds, Series 2001, 5.125%, 12/01/26 - FGIC Insured 1,000 Middletown City School District, Butler County, Ohio, 12/13 at 100.00 Aaa 1,059,270 General Obligation Bonds, Series 2004, 5.000%, 12/01/25 - FGIC Insured 1,000 Nordonia Hills City School District, Ohio, School Improvement 12/10 at 101.00 AAA 1,094,390 Bonds, Series 2000, 5.450%, 12/01/25 - AMBAC Insured 2,000 Ohio, General Obligation Higher Education Capital Facilities 2/11 at 100.00 AA+ 2,117,200 Bonds, Series 2001A, 5.000%, 2/01/20 1,900 Olentangy Local School District, Deleware and Franklin 6/14 at 100.00 AAA 2,071,570 Counties, Ohio, General Obligation Bonds, Series 2004A, 5.250%, 12/01/23 - FGIC Insured 1,850 Swanton Local School District, Fulton County, Ohio, General 12/11 at 101.00 AAA 1,995,447 Obligation Bonds, Series 2001, 5.250%, 12/01/25 - FGIC Insured 1,275 Sycamore Community School District, Hamilton County, Ohio, 12/09 at 101.00 AAA 1,348,427 Unlimited Tax General Obligation School Improvement Bonds, Series 1999, 5.000%, 12/01/23 - MBIA Insured 2,415 Troy City School District, Miami County, Ohio, General 12/14 at 100.00 Aaa 2,556,157 Obligation Bonds, Series 2005, 5.000%, 12/01/28 - FSA Insured 1,485 West Chester Township, Butler County, Ohio, Various Purpose 11/11 at 101.00 Aaa 1,654,899 Limited Tax General Obligation Refunding Bonds, Series 2001, 5.500%, 12/01/17 - AMBAC Insured 1,500 Westerville City School District, Franklin and Delaware 6/11 at 100.00 AAA 1,560,300 Counties, Ohio, Various Purpose General Obligation Bonds, Series 2001, 5.000%, 12/01/27 - MBIA Insured 2,965 Franklin County, Worthington, Ohio, Various Purpose Unlimited 12/11 at 100.00 AA+ 3,236,179 Tax General Obligation Bonds, Series 2001, 5.375%, 12/01/21 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED - 16.9% (11.7% OF TOTAL INVESTMENTS) 2,000 Franklin County, Ohio, Excise Tax and Lease Revenue 12/15 at 100.00 AAA 2,123,480 Anticipation Bonds, Convention Facilities Authority, Series 2005, 5.000%, 12/01/27 - AMBAC Insured 1,415 Hamilton County Convention Facilities Authority, Ohio, 6/14 at 100.00 AAA 1,505,857 First Lien Revenue Bonds, Series 2004, 5.000%, 12/01/21 - FGIC Insured 44 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED (continued) $ 345 Ohio State Building Authority, State Facilities Bonds, 4/15 at 100.00 AAA $ 367,439 Administrative Building Fund Projects, Series 2005A, 5.000%, 4/01/25 - FSA Insured 1,000 Ohio State Building Authority, State Facilities Bonds, 4/15 at 100.00 AAA 1,068,330 Adult Correctional Building Fund Project, Series 2005A, 5.000%, 4/01/23 - FSA Insured 4,000 Puerto Rico Municipal Finance Agency, Series 1999A, 8/09 at 101.00 AAA 4,469,960 6.000%, 8/01/16 - FSA Insured 1,400 Virgin Islands Public Finance Authority, Gross Receipts Taxes 10/10 at 101.00 BBB 1,586,676 Loan Note, Series 1999A, 6.375%, 10/01/19 ------------------------------------------------------------------------------------------------------------------------------------ TRANSPORTATION - 3.3% (2.3% OF TOTAL INVESTMENTS) 2,000 Ohio Turnpike Commission, Revenue Bonds, Series 2001A, 2/11 at 100.00 AA 2,177,880 5.500%, 2/15/26 ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED *** - 5.1% (3.5% OF TOTAL INVESTMENTS) 1,000 Medina City School District, Medina County, Ohio, Unlimited 12/09 at 100.00 AAA 1,081,760 Tax General Obligation School Building Construction Bonds, Series 1999, 5.250%, 12/01/28 (Pre-refunded to 12/01/09) - FGIC Insured 2,000 University of Cincinnati, Ohio, General Receipts Bonds, 6/11 at 101.00 AAA 2,259,020 Series 2001A, 5.750%, 6/01/17 (Pre-refunded to 6/01/11) - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES - 12.6% (8.7% OF TOTAL INVESTMENTS) 1,440 American Municipal Power Ohio Inc., Wadsworth, Electric 2/12 at 100.00 Aaa 1,569,960 System Improvement Revenue Bonds, Series 2002, 5.250%, 2/15/17 - MBIA Insured 910 Lebanon, Ohio, Electric System Mortgage Revenue Bonds, 12/10 at 101.00 AAA 1,006,151 Series 2001, 5.500%, 12/01/18 - AMBAC Insured 1,000 Ohio Municipal Electric Generation Agency, Beneficial 2/14 at 100.00 AAA 1,062,450 Interest Certificates, Belleville Hydroelectric Project - Joint Venture 5, Series 2004, 5.000%, 2/15/21 - AMBAC Insured 1,500 Ohio Air Quality Development Authority, Revenue Refunding 9/05 at 102.00 Baa1 1,531,200 Bonds, Dayton Power and Light Company Project, Series 1995, 6.100%, 9/01/30 2,000 Ohio Air Quality Development Authority, Revenue Refunding 5/09 at 101.00 AAA 2,121,020 Bonds, Ohio Power Company Project, Series 1999C, 5.150%, 5/01/26 - AMBAC Insured 1,000 Ohio Water Development Authority, Solid Waste Disposal 9/08 at 102.00 N/R 1,011,180 Revenue Bonds, Bay Shore Power, Series 1998A, 5.875%, 9/01/20 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ WATER AND SEWER - 9.8% (6.7% OF TOTAL INVESTMENTS) 2,000 Akron, Ohio, Sanitary Sewer System Revenue Refunding 12/06 at 101.00 AAA 2,086,640 Bonds, Series 1997, 5.550%, 12/01/16 - MBIA Insured 1,700 Cincinnati, Ohio, Water System Revenue Bonds, Series 2001, 6/11 at 100.00 AA+ 1,816,875 5.125%, 12/01/21 2,375 Ohio Water Development Authority, Revenue Bonds, Water 12/13 at 100.00 Aaa 2,522,485 Development Community Assistance Program, Series 2003, 5.000%, 12/01/23 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ $ 88,955 Total Long-Term Investments (cost $90,081,927) - 144.6% 95,255,207 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 2.5% 1,617,381 -------------------------------------------------------------------------------------------------------------------- Preferred Shares, at Liquidation Value - (47.1)% (31,000,000) -------------------------------------------------------------------------------------------------------------------- Net Assets Applicable to Common Shares - 100% $ 65,872,588 ==================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted. * Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. N/R Investment is not rated. See accompanying notes to financial statements. 45 Nuveen Ohio Dividend Advantage Municipal Fund 2 (NBJ) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ CONSUMER STAPLES - 8.6% (5.8% OF TOTAL INVESTMENTS) $ 950 Puerto Rico, The Children's Trust Fund, Tobacco Settlement 5/12 at 100.00 BBB $ 982,110 Asset-Backed Refunding Bonds, Series 2002, 5.375%, 5/15/33 3,000 Ohio State Sewage and Solid Waste Disposal Facilities, 11/11 at 100.00 A+ 3,145,260 Revenue Bonds, Anheuser-Busch Project, Series 2001, 5.500%, 11/01/35 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ EDUCATION AND CIVIC ORGANIZATIONS - 10.4% (7.0% OF TOTAL INVESTMENTS) 1,345 Bowling Green State University, Ohio, General Receipts Bonds, 6/13 at 100.00 AAA 1,477,025 Series 2003, 5.250%, 6/01/18 - AMBAC Insured 1,050 Ohio Higher Educational Facilities Commission, Revenue Bonds, 12/11 at 100.00 Baa1 1,131,081 Wittenberg University, Series 2001, 5.500%, 12/01/15 1,000 University of Cincinnati, Ohio, General Receipts Bonds, 6/13 at 100.00 AAA 1,063,550 Series 2003C, 5.000%, 6/01/22 - FGIC Insured 1,245 University of Cincinnati, Ohio, General Receipts Bonds, 6/14 at 100.00 AAA 1,336,383 Series 2004D, 5.000%, 6/01/19 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ HEALTHCARE - 25.6% (17.2% OF TOTAL INVESTMENTS) 1,380 Akron, Bath and Copley Joint Township Hospital District, No Opt. Call Baa1 1,412,182 Ohio, Hospital Facilities Revenue Bonds, Summa Health System, Series 1998A, 5.000%, 11/15/08 1,000 Erie County, Ohio, Hospital Facilities Revenue Bonds, Firelands 8/12 at 101.00 A 1,054,760 Regional Medical Center, Series 2002A, 5.500%, 8/15/22 1,850 Lorain County, Ohio, Hospital Revenue Refunding and 10/11 at 101.00 AA- 1,969,362 Improvement Bonds, Catholic Healthcare Partners, Series 2001A, 5.400%, 10/01/21 900 Miami County, Ohio, Hospital Facilities Revenue Refunding 5/06 at 102.00 BBB+ 930,501 and Improvement Bonds, Upper Valley Medical Center, Series 1996A, 6.375%, 5/15/26 700 Montgomery County, Ohio, Revenue Bonds, Catholic Health 5/14 at 100.00 AA 728,133 Initiatives, Series 2004A, 5.000%, 5/01/30 2,000 Richland County, Ohio, Hospital Facilities Revenue 11/10 at 101.00 A- 2,176,360 Improvement Bonds, MedCentral Health System Obligated Group, Series 2000B, 6.375%, 11/15/30 3,670 Tuscarawas County, Ohio, Hospital Facilities Revenue Bonds, 10/11 at 101.00 AA 3,992,116 Union Hospital Project, Series 2001, 5.750%, 10/01/26 - RAAI Insured ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/MULTIFAMILY - 2.2% (1.5% OF TOTAL INVESTMENTS) 1,000 Franklin County, Ohio, GNMA Collateralized Multifamily 5/12 at 102.00 Aaa 1,066,080 Housing Mortgage Revenue Bonds, Agler Project, Series 2002A, 5.550%, 5/20/22 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/SINGLE FAMILY - 0.6% (0.5% OF TOTAL INVESTMENTS) 180 Ohio Housing Finance Agency, GNMA Mortgage-Backed 9/10 at 100.00 Aaa 185,744 Securities Program Residential Mortgage Revenue Bonds, Series 2001A, 5.500%, 9/01/34 (Alternative Minimum Tax) 120 Ohio Housing Finance Agency, GNMA Mortgage-Backed 3/12 at 100.00 Aaa 124,494 Securities Program Residential Mortgage Revenue Bonds, Series 2002D, 5.400%, 9/01/34 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ LONG-TERM CARE - 2.2% (1.5% OF TOTAL INVESTMENTS) 1,000 Hamilton County, Ohio, Healthcare Facilities Improvement 10/08 at 102.00 BBB 1,042,410 Revenue Bonds, Twin Towers, Series 1999A, 5.800%, 10/01/23 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL - 40.9% (27.6% OF TOTAL INVESTMENTS) Cleveland Municipal School District, Cuyahoga County, Ohio, General Obligation Bonds, Series 2004: 1,000 5.000%, 12/01/15 - FSA Insured 6/14 at 100.00 AAA 1,087,610 1,000 5.000%, 12/01/22 - FSA Insured 6/14 at 100.00 AAA 1,064,210 46 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL (continued) $ 2,605 Columbus City School District, Franklin County, Ohio, 12/14 at 100.00 AAA $ 2,952,038 General Obligation Bonds, Series 2004, 5.500%, 12/01/15 - FSA Insured 400 Cuyahoga County, Ohio, General Obligation Bonds, 12/14 at 100.00 AA+ 429,444 Series 2004, 5.000%, 12/01/21 1,750 Fairfield City School District, Ohio, General Obligation 12/11 at 100.00 AAA 1,921,973 Refunding Bonds, Series 2001, 5.375%, 12/01/19 - FGIC Insured 1,000 Greater Cleveland Regional Transit Authority, Ohio, General 12/11 at 100.00 Aaa 1,073,970 Obligation Capital Improvement Bonds, Series 2001A, 5.125%, 12/01/21 - MBIA Insured 1,700 Butler County, Hamilton, Ohio, Limited Tax General Obligation 11/11 at 101.00 Aaa 1,785,816 Bonds, One Renaissance Center Acquisition, Series 2001, 5.000%, 11/01/26 - AMBAC Insured 1,065 Lakewood City School District, Cuyahoga County, Ohio, 12/14 at 100.00 AAA 1,183,183 General Obligation Bonds, Series 2004, 5.250%, 12/01/16 - FSA Insured 2,420 Lorain County, Ohio, Limited Tax General Obligation Justice 12/12 at 100.00 Aaa 2,691,016 Center Bonds, Series 2002, 5.500%, 12/01/22 - FGIC Insured 1,000 Ohio, Common Schools Capital Facilities, General Obligation 9/11 at 100.00 AA+ 1,063,880 Bonds, Series 2001B, 5.000%, 9/15/21 1,050 Olentangy Local School District, Deleware and Franklin 6/14 at 100.00 AAA 1,183,560 Counties, Ohio, General Obligation Bonds, Series 2004A, 5.500%, 12/01/15 - FGIC Insured 1,960 Portage County, Ohio, General Obligation Bonds, Series 2001, 12/11 at 100.00 AAA 2,067,682 5.000%, 12/01/25 - FGIC Insured 1,000 Powell, Ohio, General Obligation Bonds, Series 2002, 12/12 at 100.00 AAA 1,110,640 5.500%, 12/01/25 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED - 19.5% (13.1% OF TOTAL INVESTMENTS) 1,710 Marysville Exempted Village School District, Ohio, Certificates 6/15 at 100.00 AAA 1,872,878 of Participation, School Facilities Project, Series 2005, 5.250%, 12/01/21 - MBIA Insured 1,095 Ohio, State Appropriation Lease Bonds, Parks and Recreation 12/13 at 100.00 AA 1,181,844 Capital Facilities, Series 2004A-II, 5.000%, 12/01/18 2,500 Ohio, State Appropriation Lease Bonds, Higher Education No Opt. Call AAA 2,727,725 Capital Facilities, Series 2002A-II, 5.500%, 12/01/09 - MBIA Insured 250 Ohio State Building Authority, State Facilities Bonds, 4/15 at 100.00 AAA 266,260 Administrative Building Fund Projects, Series 2005A, 5.000%, 4/01/25 - FSA Insured 1,000 Ohio State Building Authority, State Facilities Bonds, 4/15 at 100.00 AAA 1,068,330 Adult Correctional Building Fund Project, Series 2005A, 5.000%, 4/01/23 - FSA Insured 1,000 Puerto Rico Highway and Transportation Authority, Highway 7/12 at 100.00 A 1,117,680 Revenue Refunding Bonds, Series 2002E, 5.750%, 7/01/24 1,000 Summit County Port Authority, Ohio, Revenue Bonds, 12/11 at 100.00 AAA 1,101,420 Civic Theatre Project, Series 2001, 5.500%, 12/01/26 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ TRANSPORTATION - 7.8% (5.3% OF TOTAL INVESTMENTS) 3,495 Cleveland, Ohio, Airport System Revenue Bonds, 1/10 at 101.00 AAA 3,750,100 Series 2000A, 5.250%, 1/01/18 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED *** - 13.9% (9.3% OF TOTAL INVESTMENTS) 1,000 Cleveland, Ohio, General Obligation Bonds, Series 2003, 8/13 at 100.00 AAA 1,111,530 5.250%, 8/01/18 (Pre-refunded to 8/01/13) - FGIC Insured 4,000 Lebanon City School District, Warren County, Ohio, General 12/11 at 100.00 AAA 4,453,960 Obligation Bonds, Series 2001, 5.500%, 12/01/21 (Pre-refunded to 12/01/11) - FSA Insured 1,000 Medina City School District, Medina County, Ohio, Unlimited 12/09 at 100.00 AAA 1,081,760 Tax General Obligation School Building Construction Bonds, Series 1999, 5.250%, 12/01/28 (Pre-refunded to 12/01/09) - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES - 9.0% (6.0% OF TOTAL INVESTMENTS) 595 Ohio Municipal Electric Generation Agency, Beneficial Interest 2/14 at 100.00 AAA 633,485 Certificates, Belleville Hydroelectric Project - Joint Venture 5, Series 2004, 5.000%, 2/15/20 - AMBAC Insured 2,500 Ohio Air Quality Development Authority, Revenue Refunding 5/09 at 101.00 AAA 2,651,275 Bonds, Ohio Power Company Project, Series 1999C, 5.150%, 5/01/26 - AMBAC Insured 1,000 Ohio Water Development Authority, Solid Waste Disposal 9/08 at 102.00 N/R 1,011,180 Revenue Bonds, Bay Shore Power, Series 1998A, 5.875%, 9/01/20 (Alternative Minimum Tax) 47 Nuveen Ohio Dividend Advantage Municipal Fund 2 (NBJ) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ WATER AND SEWER - 7.7% (5.2% OF TOTAL INVESTMENTS) $ 2,000 Akron, Ohio, Sanitary Sewer System Revenue Refunding Bonds, 12/06 at 101.00 AAA $ 2,086,640 Series 1997, 5.550%, 12/01/16 - MBIA Insured 1,500 Ohio Water Development Authority, Revenue Bonds, Fresh 12/11 at 100.00 AAA 1,596,734 Water Development, Series 2001A, 5.000%, 12/01/21 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ $ 65,985 Total Long-Term Investments (cost $67,772,775) - 148.4% 71,145,374 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.7% 791,795 -------------------------------------------------------------------------------------------------------------------- Preferred Shares, at Liquidation Value - (50.1)% (24,000,000) -------------------------------------------------------------------------------------------------------------------- Net Assets Applicable to Common Shares - 100% $ 47,937,169 ==================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted. * Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. N/R Investment is not rated. See accompanying notes to financial statements. 48 Nuveen Ohio Dividend Advantage Municipal Fund 3 (NVJ) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ CONSUMER STAPLES - 6.3% (4.3% OF TOTAL INVESTMENTS) $ 2,040 Puerto Rico, The Children's Trust Fund, Tobacco Settlement 5/12 at 100.00 BBB $ 2,108,952 Asset-Backed Refunding Bonds, Series 2002, 5.375%, 5/15/33 ------------------------------------------------------------------------------------------------------------------------------------ EDUCATION AND CIVIC ORGANIZATIONS - 11.8% (8.0% OF TOTAL INVESTMENTS) 1,125 Ohio Higher Education Facilities Commission, Revenue Bonds, 5/12 at 100.00 A2 1,242,563 Ohio Northern University, Series 2002, 5.750%, 5/01/16 2,000 Ohio Higher Education Facilities Commission, Revenue Bonds, 10/12 at 100.00 AA 2,216,880 Case Western Reserve University, Series 2002B, 5.500%, 10/01/22 500 Ohio Higher Education Facilities Commission, Revenue Bonds, 12/15 at 100.00 Baa1 510,495 Wittenburg University, Series 2005, 5.000%, 12/01/24 ------------------------------------------------------------------------------------------------------------------------------------ HEALTHCARE - 23.4% (15.9% OF TOTAL INVESTMENTS) 690 Akron, Bath and Copley Joint Township Hospital District, No Opt. Call Baa1 706,091 Ohio, Hospital Facilities Revenue Bonds, Summa Health System, Series 1998A, 5.000%, 11/15/08 1,750 Erie County, Ohio, Hospital Facilities Revenue Bonds, Firelands 8/12 at 101.00 A 1,845,830 Regional Medical Center, Series 2002A, 5.500%, 8/15/22 1,425 Montgomery County, Ohio, Hospital Facilities Revenue Bonds, 4/10 at 101.00 A2 1,581,836 Kettering Medical Center, Series 1999, 6.750%, 4/01/18 1,000 Montgomery County, Ohio, Revenue Bonds, Catholic 9/11 at 100.00 AA 1,093,930 Health Initiatives, Series 2001, 5.500%, 9/01/12 500 Montgomery County, Ohio, Revenue Bonds, Catholic 5/14 at 100.00 AA 520,095 Health Initiatives, Series 2004A, 5.000%, 5/01/30 1,000 Parma Community General Hospital Association, Ohio, 11/08 at 101.00 A- 1,028,430 Hospital Revenue Refunding and Improvement Bonds, Series 1998, 5.375%, 11/01/29 1,000 Richland County, Ohio, Hospital Facilities Revenue Improvement 11/10 at 101.00 A- 1,088,180 Bonds, MedCentral Health System Obligated Group, Series 2000B, 6.375%, 11/15/30 ------------------------------------------------------------------------------------------------------------------------------------ HOUSING/SINGLE FAMILY - 4.6% (3.1% OF TOTAL INVESTMENTS) 310 Ohio Housing Finance Agency, GNMA Mortgage-Backed 8/10 at 100.00 Aaa 318,162 Securities Program Residential Mortgage Revenue Bonds, Series 2000C, 6.050%, 3/01/32 (Alternative Minimum Tax) 810 Ohio Housing Finance Agency, GNMA Mortgage-Backed 8/10 at 100.00 Aaa 828,371 Securities Program Residential Mortgage Revenue Bonds, Series 2000D, 5.450%, 9/01/31 (Alternative Minimum Tax) 380 Ohio Housing Finance Agency, GNMA Mortgage-Backed 8/10 at 100.00 Aaa 391,047 Securities Program Residential Mortgage Revenue Bonds, Series 2000F, 5.625%, 9/01/16 ------------------------------------------------------------------------------------------------------------------------------------ LONG-TERM CARE - 1.6% (1.2% OF TOTAL INVESTMENTS) 500 Hamilton County, Ohio, Healthcare Facilities Improvement 10/08 at 102.00 BBB 524,170 Revenue Bonds, Twin Towers, Series 1999A, 5.750%, 10/01/19 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL - 44.7% (30.5% OF TOTAL INVESTMENTS) 2,000 Canal Winchester Local School District, Franklin and Fairfield 12/08 at 102.00 AAA 2,152,380 Counties, Ohio, Unlimited Tax General Obligation School Improvement Bonds, Series 1998, 5.300%, 12/01/25 - FGIC Insured 300 Cuyahoga County, Ohio, General Obligation Bonds, 12/14 at 100.00 AA+ 322,083 Series 2004, 5.000%, 12/01/21 1,475 Eaton City School District, Preble County, Ohio, General 12/12 at 101.00 Aaa 1,678,978 Obligation Bonds, Series 2002, 5.750%, 12/01/21 - FGIC Insured 2,000 Granville Exempt Village School District, Ohio, General 12/11 at 100.00 Aa2 2,196,920 Obligation Bonds, Series 2001, 5.500%, 12/01/28 1,000 Kenston Local School District, Geauga County, Ohio, General 6/13 at 100.00 Aaa 1,064,800 Obligation Bonds, Series 2003, 5.000%, 12/01/22 - MBIA Insured 1,270 Lorain, Ohio, General Obligation Bonds, Series 2002, 12/12 at 100.00 Aaa 1,345,768 5.125%, 12/01/26 - AMBAC Insured 49 Nuveen Ohio Dividend Advantage Municipal Fund 3 (NVJ) (continued) Portfolio of INVESTMENTS July 31, 2005 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION(1) PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/GENERAL (continued) $ 1,190 Miami East Local School District, Miami County, Ohio, 12/12 at 100.00 AAA $ 1,275,228 General Obligation Bonds, Series 2002, 5.125%, 12/01/29 - FSA Insured 1,000 Ohio, Common Schools Capital Facilities, General Obligation 9/11 at 100.00 AA+ 1,064,450 Bonds, Series 2001B, 5.000%, 9/15/20 1,000 Olentangy Local School District, Deleware and Franklin 6/14 at 100.00 AAA 1,093,410 Counties, Ohio, General Obligation Bonds, Series 2004A, 5.250%, 12/01/21 - FGIC Insured 1,535 Pickerington Local School District, Fairfield and Franklin 12/11 at 100.00 AAA 1,663,756 Counties, Ohio, General Obligation Bonds, School Facilities Construction and Improvement, Series 2001, 5.250%, 12/01/20 - FGIC Insured 1,130 Solon, Ohio, General Obligation Refunding and Improvement 12/12 at 100.00 AA+ 1,212,637 Bonds, Series 2002, 5.000%, 12/01/18 ------------------------------------------------------------------------------------------------------------------------------------ TAX OBLIGATION/LIMITED - 21.3% (14.5% OF TOTAL INVESTMENTS) 1,000 Midview Local School District, Lorain County, Ohio, 5/13 at 100.00 A 1,036,340 Certificates of Participation, Series 2003, 5.000%, 11/01/30 2,000 Ohio, State Appropriation Lease Bonds, Higher Education No Opt. Call AAA 2,182,180 Capital Facilities, Series 2002A-II, 5.500%, 12/01/09 - MBIA Insured 1,250 Ohio State Building Authority, State Facilities Bonds, 4/12 at 100.00 AAA 1,382,275 Administrative Building Fund Projects, Series 2002A, 5.500%, 4/01/18 - FSA Insured 200 Ohio State Building Authority, State Facilities Bonds, 4/15 at 100.00 AAA 213,008 Administrative Building Fund Projects, Series 2005A, 5.000%, 4/01/25 - FSA Insured 2,000 Puerto Rico Public Buildings Authority, Guaranteed No Opt. Call AAA 2,341,680 Government Facilities Revenue Bonds, Series 1993L, 5.500%, 7/01/21 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ TRANSPORTATION - 9.0% (6.1% OF TOTAL INVESTMENTS) 1,140 Columbus Municipal Airport Authority, Ohio, Airport No Opt. Call AAA 1,235,372 Improvement Revenue Bonds, Port Columbus International Airport Project, Series 1998B, 5.250%, 1/01/11 - AMBAC Insured 1,550 Ohio Turnpike Commission, Revenue Bonds, Series 1998A, No Opt. Call AAA 1,788,328 5.500%, 2/15/18 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ U.S. GUARANTEED *** - 11.5% (7.8% OF TOTAL INVESTMENTS) 1,500 Hamilton County, Ohio, Sewer System Revenue Refunding 12/11 at 100.00 AAA 1,649,070 and Improvement Bonds, Metropolitan Sewer District of Greater Cincinnati, Series 2001A, 5.250%, 12/01/18 (Pre-refunded to 12/01/11) - MBIA Insured 1,000 Hilliard, Ohio, General Obligation Bonds, Series 2002, 12/12 at 100.00 AA-*** 1,114,350 5.375%, 12/01/22 (Pre-refunded to 12/01/12) 1,000 Ohio State University, General Receipts Bonds, Series 1999A, 12/09 at 101.00 AA*** 1,099,120 5.800%, 12/01/29 (Pre-refunded to 12/01/09) ------------------------------------------------------------------------------------------------------------------------------------ UTILITIES - 4.9% (3.3% OF TOTAL INVESTMENTS) 1,500 American Municipal Power Ohio Inc., Wadsworth, Electric 2/12 at 100.00 Aaa 1,635,375 System Improvement Revenue Bonds, Series 2002, 5.250%, 2/15/17 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ WATER AND SEWER - 7.9% (5.3% OF TOTAL INVESTMENTS) 1,000 Akron, Ohio, Sanitary Sewer System Revenue Refunding 12/06 at 101.00 AAA 1,043,320 Bonds, Series 1997, 5.550%, 12/01/16 - MBIA Insured 1,500 Ohio Water Development Authority, Revenue Bonds, Fresh 12/11 at 100.00 AAA 1,596,733 Water Development, Series 2001A, 5.000%, 12/01/21 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ $ 45,570 Total Long-Term Investments (cost $46,399,034) - 147.0% 49,392,593 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 2.1% 713,355 -------------------------------------------------------------------------------------------------------------------- Preferred Shares, at Liquidation Value - (49.1)% (16,500,000) -------------------------------------------------------------------------------------------------------------------- Net Assets Applicable to Common Shares - 100% $ 33,605,948 ==================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted. * Optional Call Provisions (not covered by the report of independent registered public accounting firm): Dates (month and year) and prices of the earliest optional call or redemption. There may be other call provisions at varying prices at later dates. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. Such securities are normally considered to be equivalent to AAA rated securities. See accompanying notes to financial statements. 50 Statement of ASSETS AND LIABILITIES July 31, 2005 MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE (NUM) (NMP) (NZW) ------------------------------------------------------------------------------------------------------------------------------------ ASSETS Investments, at market value (cost $255,798,715, $164,461,546 and $44,948,958, respectively) $275,820,083 $174,743,770 $47,718,965 Cash 1,936,433 260,691 117,016 Receivables: Interest 3,200,656 2,277,370 552,722 Investments sold -- -- -- Other assets 18,578 4,434 2,601 ------------------------------------------------------------------------------------------------------------------------------------ Total assets 280,975,750 177,286,265 48,391,304 ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES Cash overdraft -- -- -- Payable for investments purchased 838,878 642,435 535,739 Forward swaps, at value -- -- 5,222 Accrued expenses: Management fees 150,820 95,761 13,844 Other 68,307 58,310 12,945 Preferred share dividends payable 18,105 15,020 2,892 ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities 1,076,110 811,526 570,642 ------------------------------------------------------------------------------------------------------------------------------------ Preferred shares, at liquidation value 94,000,000 56,000,000 16,000,000 ------------------------------------------------------------------------------------------------------------------------------------ Net assets applicable to Common shares $185,899,640 $120,474,739 $31,820,662 ==================================================================================================================================== Common shares outstanding 11,706,154 7,745,623 2,061,526 ==================================================================================================================================== Net asset value per Common share outstanding (net assets applicable to Common shares, divided by Common shares outstanding) $ 15.88 $ 15.55 $ 15.44 ==================================================================================================================================== NET ASSETS APPLICABLE TO COMMON SHARES CONSIST OF: ------------------------------------------------------------------------------------------------------------------------------------ Common shares, $.01 par value per share $ 117,062 $ 77,456 $ 20,615 Paid-in surplus 163,807,968 108,309,704 29,191,483 Undistributed net investment income 990,736 703,684 294,336 Accumulated net realized gain (loss) from investments and forward swaps 962,506 1,101,671 (450,557) Net unrealized appreciation (depreciation) of investments and forward swaps 20,021,368 10,282,224 2,764,785 ------------------------------------------------------------------------------------------------------------------------------------ Net assets applicable to Common shares $185,899,640 $120,474,739 $31,820,662 ==================================================================================================================================== Authorized shares: Common 200,000,000 200,000,000 Unlimited Preferred 1,000,000 1,000,000 Unlimited ==================================================================================================================================== See accompanying notes to financial statements. 51 Statement of ASSETS AND LIABILITIES July 31, 2005 (continued) OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 (NUO) (NXI) (NBJ) (NVJ) ------------------------------------------------------------------------------------------------------------------------------------ ASSETS Investments, at market value (cost $222,817,235, $90,081,927, $67,772,775 and $46,399,034, respectively) $235,132,995 $95,255,207 $71,145,374 $49,392,593 Cash -- 478,028 80,835 138,590 Receivables: Interest 2,724,148 1,182,566 757,288 597,497 Investments sold 1,546,498 -- -- -- Other assets 12,743 7,649 2,645 7,565 ------------------------------------------------------------------------------------------------------------------------------------ Total assets 239,416,384 96,923,450 71,986,142 50,136,245 ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES Cash overdraft 1,199,711 -- -- -- Payable for investments purchased -- -- -- -- Forward swaps, at value -- -- -- -- Accrued expenses: Management fees 128,599 28,069 20,857 14,526 Other 89,301 16,338 18,219 11,702 Preferred share dividends payable 17,272 6,455 9,897 4,069 ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities 1,434,883 50,862 48,973 30,297 ------------------------------------------------------------------------------------------------------------------------------------ Preferred shares, at liquidation value 77,000,000 31,000,000 24,000,000 16,500,000 ------------------------------------------------------------------------------------------------------------------------------------ Net assets applicable to Common shares $160,981,501 $65,872,588 $47,937,169 $33,605,948 ==================================================================================================================================== Common shares outstanding 9,706,985 4,235,468 3,119,041 2,157,781 ==================================================================================================================================== Net asset value per Common share outstanding (net assets applicable to Common shares, divided by Common shares outstanding) $ 16.58 $ 15.55 $ 15.37 $ 15.57 ==================================================================================================================================== NET ASSETS APPLICABLE TO COMMON SHARES CONSIST OF: ------------------------------------------------------------------------------------------------------------------------------------ Common shares, $.01 par value per share $ 97,070 $ 42,355 $ 31,190 $ 21,578 Paid-in surplus 147,164,649 60,129,130 44,217,615 30,530,620 Undistributed net investment income 810,186 390,102 214,557 64,974 Accumulated net realized gain (loss) from investments and forward swaps 593,836 137,721 101,208 (4,783) Net unrealized appreciation (depreciation) of investments and forward swaps 12,315,760 5,173,280 3,372,599 2,993,559 ------------------------------------------------------------------------------------------------------------------------------------ Net assets applicable to Common shares $160,981,501 $65,872,588 $47,937,169 $33,605,948 ==================================================================================================================================== Authorized shares: Common 200,000,000 Unlimited Unlimited Unlimited Preferred 1,000,000 Unlimited Unlimited Unlimited ==================================================================================================================================== See accompanying notes to financial statements. 52 Statement of OPERATIONS Year Ended July 31, 2005 MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE (NUM) (NMP) (NZW) ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT INCOME $13,685,061 $ 8,629,344 $2,274,969 ------------------------------------------------------------------------------------------------------------------------------------ EXPENSES Management fees 1,776,807 1,128,029 305,737 Preferred shares - auction fees 235,000 140,000 40,000 Preferred shares - dividend disbursing agent fees 20,000 20,000 10,000 Shareholders' servicing agent fees and expenses 27,956 20,369 1,002 Custodian's fees and expenses 67,941 44,986 14,093 Directors'/Trustees' fees and expenses 6,307 3,963 1,044 Professional fees 19,637 15,501 10,589 Shareholders' reports - printing and mailing expenses 35,501 16,190 5,719 Stock exchange listing fees 13,205 13,177 175 Investor relations expense 39,440 20,309 5,297 Other expenses 27,975 8,201 8,357 ------------------------------------------------------------------------------------------------------------------------------------ Total expenses before custodian fee credit and expense reimbursement 2,269,769 1,430,725 402,013 Custodian fee credit (19,182) (18,231) (3,147) Expense reimbursement -- -- (142,801) ------------------------------------------------------------------------------------------------------------------------------------ Net expenses 2,250,587 1,412,494 256,065 ------------------------------------------------------------------------------------------------------------------------------------ Net investment income 11,434,474 7,216,850 2,018,904 ------------------------------------------------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) from investments 1,581,756 1,197,250 129,220 Net realized gain (loss) from forward swaps -- -- (496,596) Change in net unrealized appreciation (depreciation) of investments 4,992,452 2,658,205 1,604,711 Change in net unrealized appreciation (depreciation) of forward swaps -- -- 59,406 ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain 6,574,208 3,855,455 1,296,741 ------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO PREFERRED SHAREHOLDERS From net investment income (1,477,435) (885,902) (229,801) From accumulated net realized gains from investments (81,692) (11,575) -- ------------------------------------------------------------------------------------------------------------------------------------ Decrease in net assets applicable to Common shares from distributions to Preferred shareholders (1,559,127) (897,477) (229,801) ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares from operations $16,449,555 $10,174,828 $3,085,844 ==================================================================================================================================== See accompanying notes to financial statements. 53 Statement of OPERATIONS Year Ended July 31, 2005 (continued) OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 (NUO) (NXI) (NBJ) (NVJ) ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT INCOME $11,834,455 $4,740,893 $3,321,980 $2,328,548 ------------------------------------------------------------------------------------------------------------------------------------ EXPENSES Management fees 1,514,093 621,276 461,692 321,024 Preferred shares - auction fees 192,500 77,500 60,000 41,250 Preferred shares - dividend disbursing agent fees 30,000 10,000 10,000 10,000 Shareholders' servicing agent fees and expenses 30,249 1,488 1,437 1,188 Custodian's fees and expenses 61,428 27,929 18,120 13,123 Directors'/Trustees' fees and expenses 5,720 2,173 1,588 1,074 Professional fees 14,573 12,232 11,222 10,426 Shareholders' reports - printing and mailing expenses 18,641 13,790 9,300 9,129 Stock exchange listing fees 10,779 360 265 184 Investor relations expense 28,728 13,386 7,802 7,296 Other expenses 8,821 13,701 8,623 11,516 ------------------------------------------------------------------------------------------------------------------------------------ Total expenses before custodian fee credit and expense reimbursement 1,915,532 793,835 590,049 426,210 Custodian fee credit (11,928) (6,506) (6,259) (5,217) Expense reimbursement -- (290,178) (215,641) (149,940) ------------------------------------------------------------------------------------------------------------------------------------ Net expenses 1,903,604 497,151 368,149 271,053 ------------------------------------------------------------------------------------------------------------------------------------ Net investment income 9,930,851 4,243,742 2,953,831 2,057,495 ------------------------------------------------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) from investments 795,602 285,990 218,487 (4,849) Net realized gain (loss) from forward swaps -- -- -- -- Change in net unrealized appreciation (depreciation) of investments 3,879,996 2,106,549 1,685,657 1,502,016 Change in net unrealized appreciation (depreciation) of forward swaps -- -- -- -- ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain 4,675,598 2,392,539 1,904,144 1,497,167 ------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO PREFERRED SHAREHOLDERS From net investment income (1,186,754) (473,047) (377,637) (245,582) From accumulated net realized gains from investments (14,809) -- (3,841) (2,521) ------------------------------------------------------------------------------------------------------------------------------------ Decrease in net assets applicable to Common shares from distributions to Preferred shareholders (1,201,563) (473,047) (381,478) (248,103) ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares from operations $13,404,886 $6,163,234 $4,476,497 $3,306,559 ==================================================================================================================================== See accompanying notes to financial statements. 54 Statement of CHANGES IN NET ASSETS MICHIGAN MICHIGAN MICHIGAN QUALITY INCOME (NUM) PREMIUM INCOME (NMP) DIVIDEND ADVANTAGE (NZW) ----------------------------- ----------------------------- ---------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/05 7/31/04 7/31/05 7/31/04 7/31/05 7/31/04 ------------------------------------------------------------------------------------------------------------------------------------ OPERATIONS Net investment income $ 11,434,474 $ 11,802,032 $ 7,216,850 $ 7,522,642 $ 2,018,904 $ 2,031,123 Net realized gain (loss) from investments 1,581,756 1,180,195 1,197,250 1,871,869 129,220 51,975 Net realized gain (loss) from forward swaps -- -- -- -- (496,596) -- Change in net unrealized appreciation (depreciation) of investments 4,992,452 4,399,778 2,658,205 1,053,906 1,604,711 1,008,797 Change in net unrealized appreciation (depreciation) of forward swaps -- -- -- -- 59,406 (64,628) Distributions to Preferred Shareholders: From net investment income (1,477,435) (724,631) (885,902) (313,219) (229,801) (111,533) From accumulated net realized gains from investments (81,692) (95,441) (11,575) (220,148) -- -- ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares from operations 16,449,555 16,561,933 10,174,828 9,915,050 3,085,844 2,915,734 ------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO COMMON SHAREHOLDERS From net investment income (10,880,505) (11,067,332) (7,012,719) (7,285,471) (1,842,204) (1,841,125) From accumulated net realized gains from investments (1,296,599) (1,232,780) (357,099) (3,007,816) -- -- ------------------------------------------------------------------------------------------------------------------------------------ Decrease in net assets applicable to Common shares from distributions to Common shareholders (12,177,104) (12,300,112) (7,369,818) (10,293,287) (1,842,204) (1,841,125) ------------------------------------------------------------------------------------------------------------------------------------ CAPITAL SHARE TRANSACTIONS Net proceeds from Common shares issued to shareholders due to reinvestment of distributions 513,084 666,222 140,855 488,732 24,803 22,217 Preferred shares offering costs -- -- -- -- 13,775 (1,870) ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares from capital share transactions 513,084 666,222 140,855 488,732 38,578 20,347 ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares 4,785,535 4,928,043 2,945,865 110,495 1,282,218 1,094,956 Net assets applicable to Common shares at the beginning of year 181,114,105 176,186,062 117,528,874 117,418,379 30,538,444 29,443,488 ------------------------------------------------------------------------------------------------------------------------------------ Net assets applicable to Common shares at the end of year $185,899,640 $181,114,105 $120,474,739 $117,528,874 $31,820,662 $30,538,444 ==================================================================================================================================== Undistributed net investment income at the end of year $ 990,736 $ 1,934,690 $ 703,684 $ 1,390,724 $ 294,336 $ 347,437 ==================================================================================================================================== See accompanying notes to financial statements. 55 Statement of CHANGES IN NET ASSETS (continued) OHIO OHIO OHIO QUALITY INCOME (NUO) DIVIDEND ADVANTAGE (NXI) DIVIDEND ADVANTAGE 2 (NBJ) ----------------------------- ----------------------------- ---------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/05 7/31/04 7/31/05 7/31/04 7/31/05 7/31/04 ------------------------------------------------------------------------------------------------------------------------------------ OPERATIONS Net investment income $ 9,930,851 $ 10,288,690 $ 4,243,742 $ 4,394,700 $ 2,953,831 $ 3,072,016 Net realized gain (loss) from investments 795,602 2,207,042 285,990 (170,963) 218,487 (16,409) Net realized gain (loss) from forward swaps -- -- -- -- -- -- Change in net unrealized appreciation (depreciation) of investments 3,879,996 246,313 2,106,549 1,850,624 1,685,657 1,654,989 Change in net unrealized appreciation (depreciation) of forward swaps -- -- -- -- -- -- Distributions to Preferred Shareholders: From net investment income (1,186,754) (535,383) (473,047) (255,016) (377,637) (181,912) From accumulated net realized gains from investments (14,809) (141,268) -- (5,304) (3,841) -- ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares from operations 13,404,886 12,065,394 6,163,234 5,814,041 4,476,497 4,528,684 ------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO COMMON SHAREHOLDERS From net investment income (9,486,568) (9,681,971) (4,050,053) (4,096,876) (2,813,531) (2,862,473) From accumulated net realized gains from investments (345,280) (2,044,035) -- (71,806) (65,438) -- ------------------------------------------------------------------------------------------------------------------------------------ Decrease in net assets applicable to Common shares from distributions to Common shareholders (9,831,848) (11,726,006) (4,050,053) (4,168,682) (2,878,969) (2,862,473) ------------------------------------------------------------------------------------------------------------------------------------ CAPITAL SHARE TRANSACTIONS Net proceeds from Common shares issued to shareholders due to reinvestment of distributions 774,356 883,014 117,890 74,236 56,222 26,498 Preferred shares offering costs -- -- -- (1,664) 14,942 (1,870) ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares from capital share transactions 774,356 883,014 117,890 72,572 71,164 24,628 ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares 4,347,394 1,222,402 2,231,071 1,717,931 1,668,692 1,690,839 Net assets applicable to Common shares at the beginning of year 156,634,107 155,411,705 63,641,517 61,923,586 46,268,477 44,577,638 ------------------------------------------------------------------------------------------------------------------------------------ Net assets applicable to Common shares at the end of year $160,981,501 $156,634,107 $65,872,588 $63,641,517 $47,937,169 $46,268,477 ==================================================================================================================================== Undistributed net investment income at the end of year $ 810,186 $ 1,561,039 $ 390,102 $ 680,530 $ 214,557 $ 451,940 ==================================================================================================================================== See accompanying notes to financial statements. 56 OHIO DIVIDEND ADVANTAGE 3 (NVJ) ---------------------------- YEAR ENDED YEAR ENDED 7/31/05 7/31/04 ------------------------------------------------------------------------------------------------------------------------------------ OPERATIONS Net investment income $ 2,057,495 $ 2,063,782 Net realized gain (loss) from investments (4,849) 41,914 Net realized gain (loss) from forward swaps -- -- Change in net unrealized appreciation (depreciation) of investments 1,502,016 1,025,170 Change in net unrealized appreciation (depreciation) of forward swaps -- -- Distributions to Preferred Shareholders: From net investment income (245,582) (124,399) From accumulated net realized gains from investments (2,521) (10,818) ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares from operations 3,306,559 2,995,649 ------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO COMMON SHAREHOLDERS From net investment income (1,872,857) (1,889,890) From accumulated net realized gains from investments (39,484) (146,047) ------------------------------------------------------------------------------------------------------------------------------------ Decrease in net assets applicable to Common shares from distributions to Common shareholders (1,912,341) (2,035,937) ------------------------------------------------------------------------------------------------------------------------------------ CAPITAL SHARE TRANSACTIONS Net proceeds from Common shares issued to shareholders due to reinvestment of distributions 3,478 4,762 Preferred shares offering costs -- (1,408) ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares from capital share transactions 3,478 3,354 ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets applicable to Common shares 1,397,696 963,066 Net assets applicable to Common shares at the beginning of year 32,208,252 31,245,186 ------------------------------------------------------------------------------------------------------------------------------------ Net assets applicable to Common shares at the end of year $33,605,948 $32,208,252 ==================================================================================================================================== Undistributed net investment income at the end of year $ 64,974 $ 125,984 ==================================================================================================================================== See accompanying notes to financial statements. 57 Notes to FINANCIAL STATEMENTS 1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES The funds (the "Funds") covered in this report and their corresponding Common share stock exchange symbols are Nuveen Michigan Quality Income Municipal Fund, Inc. (NUM), Nuveen Michigan Premium Income Municipal Fund, Inc. (NMP), Nuveen Michigan Dividend Advantage Municipal Fund (NZW), Nuveen Ohio Quality Income Municipal Fund, Inc. (NUO), Nuveen Ohio Dividend Advantage Municipal Fund (NXI), Nuveen Ohio Dividend Advantage Municipal Fund 2 (NBJ) and Nuveen Ohio Dividend Advantage Municipal Fund 3 (NVJ). Common shares of Michigan Quality Income (NUM), Michigan Premium Income (NMP), and Ohio Quality Income (NUO) are traded on the New York Stock Exchange while Common shares of Michigan Dividend Advantage (NZW), Ohio Dividend Advantage (NXI), Ohio Dividend Advantage 2 (NBJ) and Ohio Dividend Advantage 3 (NVJ) are traded on the American Stock Exchange. The Funds are registered under the Investment Company Act of 1940, as amended, as closed-end management investment companies. Each Fund seeks to provide current income exempt from both regular federal and designated state income taxes by investing primarily in a diversified portfolio of municipal obligations issued by state and local government authorities within a single state. Effective January 1, 2005, Nuveen Advisory Corp. ("NAC"), the Funds' previous Adviser, and its affiliate, Nuveen Institutional Advisory Corp. ("NIAC"), were merged into Nuveen Asset Management ("NAM"), each wholly owned subsidiaries of Nuveen Investments, Inc. ("Nuveen"). As a result of the merger, NAM is now the Adviser to all funds previously advised by either NAC or NIAC. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements in accordance with U.S. generally accepted accounting principles. Investment Valuation The prices of municipal bonds in each Fund's investment portfolio are provided by a pricing service approved by the Fund's Board of Directors/Trustees. When price quotes are not readily available (which is usually the case for municipal securities), the pricing service establishes fair market value based on yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, indications of value from securities dealers, evaluations of anticipated cash flows or collateral and general market conditions. Prices of derivative investments are also provided by an independent pricing service approved by each Fund's Board of Directors/Trustees. If the pricing service is unable to supply a price for a derivative investment each Fund may use a market quote provided by a major broker/dealer in such investments. If it is determined that market prices for an investment are unavailable or inappropriate, the Board of Directors/Trustees of the Funds, or its designee, may establish a fair value for the investment. Temporary investments in securities that have variable rate and demand features qualifying them as short-term securities are valued at amortized cost, which approximates market value. Securities Transactions Securities transactions are recorded on a trade date basis. Realized gains and losses from transactions are determined on the specific identification method. Securities purchased on a when-issued or delayed delivery basis may have extended settlement periods. Any securities so purchased are subject to market fluctuation during this period. The Funds have instructed the custodian to segregate assets with a current value at least equal to the amount of the when-issued and delayed delivery purchase commitments. At July 31, 2005, Michigan Quality Income (NUM), Michigan Premium Income (NMP) and Michigan Dividend Advantage (NZW) had outstanding when-issued purchase commitments of $838,878, $642,435 and $535,739, respectively. There were no such outstanding purchase commitments in any of the other Funds. Investment Income Interest income, which includes the amortization of premiums and accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Investment income also includes paydown gains and losses, if any. Income Taxes Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. Furthermore, each Fund intends to satisfy conditions which will enable interest from municipal securities, which is exempt from regular federal and designated state income taxes, to retain such tax-exempt status when distributed to shareholders of the Funds. All monthly tax-exempt income dividends paid during the fiscal year ended July 31, 2005, have been designated Exempt Interest Dividends. Net realized capital gains and ordinary income distributions paid by the Funds are subject to federal taxation. 58 Dividends and Distributions to Common Shareholders Dividends from tax-exempt net investment income are declared monthly. Net realized capital gains and/or market discount from investment transactions, if any, are distributed to shareholders not less frequently than annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards. Distributions to Common shareholders of tax-exempt net investment income, net realized capital gains and/or market discount, if any, are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. Preferred Shares The Funds have issued and outstanding Preferred shares, $25,000 stated value per share, as a means of effecting financial leverage. Each Fund's Preferred shares are issued in one or more Series. The dividend rate on each Series is determined every seven days, pursuant to a dutch auction process overseen by the auction agent, and is payable weekly at the end of each rate period. The number of Preferred shares outstanding, by Series and in total, for each Fund is as follows: MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE (NUM) (NMP) (NZW) --------------------------------------------------------------------------------------------------------- Number of shares: Series M -- 840 -- Series W -- -- 640 Series TH 3,200 1,400 -- Series F 560 -- -- --------------------------------------------------------------------------------------------------------- Total 3,760 2,240 640 ========================================================================================================= OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 (NUO) (NXI) (NBJ) (NVJ) --------------------------------------------------------------------------------------------------------- Number of shares: Series M 680 -- -- -- Series T -- -- -- 660 Series W -- 1,240 -- -- Series TH 1,400 -- -- -- Series TH2 1,000 -- -- -- Series F -- -- 960 -- --------------------------------------------------------------------------------------------------------- Total 3,080 1,240 960 660 ========================================================================================================= Forward Swap Transactions The Funds may invest in certain derivative financial instruments. The Funds' use of forward interest rate swap transactions is intended to mitigate the negative impact that an increase in long-term interest rates could have on Common share net asset value. Forward interest rate swap transactions involve each Fund's agreement with the counterparty to pay, in the future, a fixed rate payment in exchange for the counterparty paying the Fund a variable rate payment. The amount of the payment obligation is based on the notional amount of the forward swap contract, and would increase or decrease in value based primarily on the extent to which long-term interest rates for bonds having a maturity of the swap's termination date were to increase or decrease. The Funds may close out a contract prior to the effective date at which point a realized gain or loss would be recognized. When a forward swap is terminated, it does not involve the delivery of securities or other underlying assets or principal, but rather is settled in cash on a net basis. Each Fund intends, but is not obligated to, terminate its forward swaps before the effective date. Accordingly, the risk of loss with respect to the swap counterparty on such transactions is limited to the credit risk associated with a counterparty failing to honor its commitment to pay any realized gain to the Fund upon termination. To minimize such credit risk, all counterparties are required to pledge collateral daily (based on the daily valuation of each swap) on behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when any of the Funds have an unrealized loss on a swap contract, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the swap valuations fluctuate, either up or down, by at least the pre-determined threshold amount. Custodian Fee Credit Each Fund has an arrangement with the custodian bank whereby certain custodian fees and expenses are reduced by credits earned on each Fund's cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments. 59 Notes to FINANCIAL STATEMENTS (continued) Indemnifications Under the Funds' organizational documents, their Officers and Directors/Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets applicable to Common shares from operations during the reporting period. Actual results may differ from those estimates. 2. FUND SHARES Transactions in Common shares were as follows: MICHIGAN QUALITY MICHIGAN PREMIUM MICHIGAN DIVIDEND INCOME (NUM) INCOME (NMP) ADVANTAGE (NZW) ------------------------ ----------------------- ----------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/05 7/31/04 7/31/05 7/31/04 7/31/05 7/31/04 ---------------------------------------------------------------------------------------------------------------------- Common shares issued to shareholders due to reinvestment of distributions 31,281 40,867 8,960 30,749 1,581 1,185 ====================================================================================================================== OHIO QUALITY OHIO DIVIDEND OHIO DIVIDEND INCOME (NUO) ADVANTAGE (NXI) ADVANTAGE 2 (NBJ) ------------------------ ----------------------- ----------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 7/31/05 7/31/04 7/31/05 7/31/04 7/31/05 7/31/04 ---------------------------------------------------------------------------------------------------------------------- Common shares issued to shareholders due to reinvestment of distributions 44,115 49,919 7,184 4,481 3,544 1,437 ====================================================================================================================== OHIO DIVIDEND ADVANTAGE 3 (NVJ) ----------------------- YEAR ENDED YEAR ENDED 7/31/05 7/31/04 ---------------------------------------------------------------------------------------------------------------------- Common shares issued to shareholders due to reinvestment of distributions 217 299 ====================================================================================================================== 60 3. SECURITIES TRANSACTIONS Purchases and sales (including maturities) of investments in long-term municipal securities during the fiscal year ended July 31, 2005, were as follows: MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE (NUM) (NMP) (NZW) --------------------------------------------------------------------------------------------------------- Purchases $20,837,440 $19,893,639 $4,245,364 Sales and maturities 22,848,623 19,464,093 3,993,624 ========================================================================================================= OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 (NUO) (NXI) (NBJ) (NVJ) --------------------------------------------------------------------------------------------------------- Purchases $34,793,099 $13,025,753 $10,795,413 $1,543,177 Sales and maturities 33,816,192 13,032,906 9,987,710 1,230,705 ========================================================================================================= 4. INCOME TAX INFORMATION The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to the treatment of paydown gains and losses on investments, timing differences in recognizing income on taxable market discount securities and timing differences in recognizing certain gains and losses on security transactions. At July 31, 2005, the cost of investments was as follows: MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE (NUM) (NMP) (NZW) --------------------------------------------------------------------------------------------------------- Cost of investments $255,890,739 $164,426,945 $45,361,662 ========================================================================================================= OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 (NUO) (NXI) (NBJ) (NVJ) --------------------------------------------------------------------------------------------------------- Cost of investments $222,762,776 $90,018,649 $67,760,474 $46,389,795 ========================================================================================================= Gross unrealized appreciation and gross unrealized depreciation of investments at July 31, 2005, were as follows: MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE (NUM) (NMP) (NZW) --------------------------------------------------------------------------------------------------------- Gross unrealized: Appreciation $20,359,026 $10,504,378 $2,795,229 Depreciation (429,682) (187,553) (437,926) --------------------------------------------------------------------------------------------------------- Net unrealized appreciation of investments $19,929,344 $10,316,825 $2,357,303 ========================================================================================================= OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 (NUO) (NXI) (NBJ) (NVJ) --------------------------------------------------------------------------------------------------------- Gross unrealized: Appreciation $12,416,520 $5,265,258 $3,405,440 $3,014,651 Depreciation (46,301) (28,700) (20,540) (11,853) --------------------------------------------------------------------------------------------------------- Net unrealized appreciation of investments $12,370,219 $5,236,558 $3,384,900 $3,002,798 ========================================================================================================= 61 Notes to FINANCIAL STATEMENTS (continued) The tax components of undistributed net investment income and net realized gains at July 31, 2005, were as follows: MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE (NUM) (NMP) (NZW) --------------------------------------------------------------------------------------------------------- Undistributed net tax-exempt income * $1,766,789 $1,206,094 $448,052 Undistributed net ordinary income ** -- 20,208 -- Undistributed net long-term capital gains 1,139,426 1,101,668 -- ========================================================================================================= OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 (NUO) (NXI) (NBJ) (NVJ) --------------------------------------------------------------------------------------------------------- Undistributed net tax-exempt income * $1,515,578 $655,225 $430,138 $208,689 Undistributed net ordinary income ** -- 8,426 350 -- Undistributed net long-term capital gains 593,836 137,721 101,207 -- ========================================================================================================= * Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on July 1, 2005, paid on August 1, 2005. ** Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. The tax character of distributions paid during the fiscal years ended July 31, 2005 and July 31, 2004, was designated for purposes of the dividends paid deduction as follows: MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE 2005 (NUM) (NMP) (NZW) --------------------------------------------------------------------------------------------------------- Distributions from net tax-exempt income $12,353,910 $7,901,622 $2,070,374 Distributions from net ordinary income ** 68,743 44,066 -- Distributions from net long-term capital gains 1,378,291 363,651 -- ========================================================================================================= OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 2005 (NUO) (NXI) (NBJ) (NVJ) --------------------------------------------------------------------------------------------------------- Distributions from net tax-exempt income $10,725,327 $4,531,442 $3,201,799 $2,124,939 Distributions from net ordinary income ** 59,986 -- 4,973 -- Distributions from net long-term capital gains 300,638 -- 69,279 41,879 ========================================================================================================= MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE 2004 (NUM) (NMP) (NZW) --------------------------------------------------------------------------------------------------------- Distributions from net tax-exempt income $11,754,459 $7,435,769 $1,951,436 Distributions from net ordinary income ** 30,661 161,074 -- Distributions from net long-term capital gains 1,328,221 3,227,967 -- ========================================================================================================= 62 OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 2004 (NUO) (NXI) (NBJ) (NVJ) --------------------------------------------------------------------------------------------------------- Distributions from net tax-exempt income $10,199,299 $4,338,961 $3,036,212 $2,013,038 Distributions from net ordinary income ** 18,197 1,707 -- 156,865 Distributions from net long-term capital gains 2,185,303 75,417 -- -- ========================================================================================================= ** Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. At July 31, 2005, the following Funds had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as follows: MICHIGAN OHIO DIVIDEND DIVIDEND ADVANTAGE ADVANTAGE 3 (NZW) (NVJ) --------------------------------------------------------------------------------------------------------- Expiration Year 2011 $35,129 $ -- 2012 -- -- 2013 -- 1,451 --------------------------------------------------------------------------------------------------------- Total $35,129 $1,451 ========================================================================================================= Ohio Dividend Advantage 3 elected to defer net realized losses from investments incurred from November 1, 2004 through July 31, 2005 ("post-October losses") in accordance with Federal income tax regulations. The post-October losses of $3,332 were treated as having arisen on the first day of the following fiscal year. 5. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES Each Fund's management fee is separated into two components - a complex-level component, based on the aggregate amount of all fund assets managed by the Adviser, and a specific fund-level component, based only on the amount of assets within each individual fund. This pricing structure enables Nuveen fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by the Adviser. As of August 31, 2005, the complex-level fee rate was .1896%. The annual fund-level fee, payable monthly, for each Fund is based upon the average daily net assets (including net assets attributable to Preferred shares) of each Fund as follows: MICHIGAN QUALITY INCOME (NUM) AVERAGE DAILY NET ASSETS MICHIGAN PREMIUM INCOME (NMP) (INCLUDING NET ASSETS OHIO QUALITY INCOME (NUO) ATTRIBUTABLE TO PREFERRED SHARES) FUND-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $125 million .4500% For the next $125 million .4375 For the next $250 million .4250 For the next $500 million .4125 For the next $1 billion .4000 For the next $3 billion .3875 For net assets over $5 billion .3750 ================================================================================ MICHIGAN DIVIDEND ADVANTAGE (NZW) OHIO DIVIDEND ADVANTAGE (NXI) AVERAGE DAILY NET ASSETS OHIO DIVIDEND ADVANTAGE 2 (NBJ) (INCLUDING NET ASSETS OHIO DIVIDEND ADVANTAGE 3 (NVJ) ATTRIBUTABLE TO PREFERRED SHARES) FUND-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $125 million .4500% For the next $125 million .4375 For the next $250 million .4250 For the next $500 million .4125 For the next $1 billion .4000 For net assets over $2 billion .3750 ================================================================================ 63 Notes to FINANCIAL STATEMENTS (continued) The annual complex-level fee, payable monthly, which is additive to the fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the aggregate amount of total fund assets managed as follows: COMPLEX-LEVEL ASSETS(1) COMPLEX-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $55 billion .2000% For the next $1 billion .1800 For the next $1 billion .1600 For the next $3 billion .1425 For the next $3 billion .1325 For the next $3 billion .1250 For the next $5 billion .1200 For the next $5 billion .1175 For the next $15 billion .1150 For Managed Assets over $91 billion (2) .1400 ================================================================================ (1) The complex-level fee component of the management fee for the funds is calculated based upon the aggregate Managed Assets ("Managed Assets" means the average daily net assets of each fund including assets attributable to all types of leverage used by the Nuveen funds) of Nuveen-sponsored funds in the U.S. (2) With respect to the complex-wide Managed Assets over $91 billion, the fee rate or rates that will apply to such assets will be determined at a later date. In the unlikely event that complex-wide Managed Assets reach $91 billion prior to a determination of the complex-level fee rate or rates to be applied to Managed Assets in excess of $91 billion, the complex-level fee rate for such complex-wide Managed Assets shall be .1400% until such time as a different rate or rates is determined. The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Funds pay no compensation directly to those of its Directors/Trustees who are affiliated with the Adviser or to their officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The Board of Directors/Trustees has adopted a deferred compensation plan for independent Directors/Trustees that enables Directors/Trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen advised Funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen advised Funds. For the first ten years of Ohio Dividend Advantage's (NXI) operations, the Adviser has agreed to reimburse the Fund, as a percentage of average daily net assets (including net assets attributable to Preferred shares), for fees and expenses in the amounts and for the time periods set forth below: YEAR ENDING YEAR ENDING MARCH 31, MARCH 31, -------------------------------------------------------------------------------- 2001* .30% 2007 .25% 2002 .30 2008 .20 2003 .30 2009 .15 2004 .30 2010 .10 2005 .30 2011 .05 2006 .30 ================================================================================ * From the commencement of operations. The Adviser has not agreed to reimburse Ohio Dividend Advantage (NXI) for any portion of its fees and expenses beyond March 31, 2011. 64 For the first ten years of Michigan Dividend Advantage's (NZW) and Ohio Dividend Advantage 2's (NBJ) operations, the Adviser has agreed to reimburse the Funds, as a percentage of average daily net assets (including net assets attributable to Preferred shares), for fees and expenses in the amounts and for the time periods set forth below: YEAR ENDING YEAR ENDING SEPTEMBER 30, SEPTEMBER 30, -------------------------------------------------------------------------------- 2001* .30% 2007 .25% 2002 .30 2008 .20 2003 .30 2009 .15 2004 .30 2010 .10 2005 .30 2011 .05 2006 .30 ================================================================================ * From the commencement of operations. The Adviser has not agreed to reimburse Michigan Dividend Advantage (NZW) and Ohio Dividend Advantage 2 (NBJ) for any portion of their fees and expenses beyond September 30, 2011. For the first ten years of Ohio Dividend Advantage 3's (NVJ) operations, the Adviser has agreed to reimburse the Fund, as a percentage of average daily net assets (including net assets attributable to Preferred shares), for fees and expenses in the amounts and for the time periods set forth below: YEAR ENDING YEAR ENDING MARCH 31, MARCH 31, -------------------------------------------------------------------------------- 2002* .30% 2008 .25% 2003 .30 2009 .20 2004 .30 2010 .15 2005 .30 2011 .10 2006 .30 2012 .05 2007 .30 ================================================================================ * From the commencement of operations. The Adviser has not agreed to reimburse Ohio Dividend Advantage 3 (NVJ) for any portion of its fees and expenses beyond March 31, 2012. 6. ANNOUNCEMENT REGARDING PARENT COMPANY OF ADVISER In early April, 2005, The St. Paul Travelers Companies, Inc. ("St. Paul Travelers"), which owned 79% of Nuveen, (A) completed a public offering of a substantial portion of its equity stake in Nuveen, (B) sold Nuveen $200 million of its Nuveen shares, (C) entered into an agreement with Nuveen to sell an additional $400 million of its Nuveen shares on a "forward" basis with payment for and settlement of these shares delayed for several months, and (D) entered into agreements with two unaffiliated investment banking firms to sell an amount equal to most or all of its remaining Nuveen shares for current payment but for future settlement. Transactions (C) and (D) above were settled in late July, which effectively reduced St. Paul Travelers' controlling stake in Nuveen and was deemed an "assignment" (as defined in the 1940 Act) of the investment management agreements between the Funds and the Adviser, which resulted in the automatic termination of each agreement under the 1940 Act. In anticipation of such deemed assignment, the Board of Directors/Trustees had approved new ongoing investment management agreements for each Fund and the submission of those agreements for approval by each respective Fund's shareholders, which shareholder approval was received prior to the settlement of transactions (C) and (D). The new ongoing management agreements took effect upon such settlement. 7. SUBSEQUENT EVENTS - DISTRIBUTIONS TO COMMON SHAREHOLDERS The Funds declared Common share dividend distributions from their tax-exempt net investment income which were paid on September 1, 2005, to shareholders of record on August 15, 2005, as follows: MICHIGAN MICHIGAN MICHIGAN QUALITY PREMIUM DIVIDEND INCOME INCOME ADVANTAGE (NUM) (NMP) (NZW) --------------------------------------------------------------------------------------------------------- Dividend per share $.0720 $.0700 $.0745 ========================================================================================================= OHIO OHIO OHIO OHIO QUALITY DIVIDEND DIVIDEND DIVIDEND INCOME ADVANTAGE ADVANTAGE 2 ADVANTAGE 3 (NUO) (NXI) (NBJ) (NVJ) --------------------------------------------------------------------------------------------------------- Dividend per share $.0765 $.0780 $.0700 $.0690 ========================================================================================================= 65 Financial HIGHLIGHTS Selected data for a Common share outstanding throughout each period: Investment Operations Less Distributions --------------------------------------------------------------------- ------------------------------- Distributions Distributions from Net from Net Beginning Net Investment Capital Investment Capital Common Realized/ Income to Gains to Income to Gains to Share Net Unrealized Preferred Preferred Common Common Net Asset Investment Investment Share- Share- Share- Share- Value Income Gain (Loss) holders+ holders+ Total holders holders Total ==================================================================================================================================== MICHIGAN QUALITY INCOME (NUM) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 7/31: 2005 $15.51 $ .98 $ .57 $(.13) $(.01) $1.41 $(.93) $(.11) $(1.04) 2004 15.14 1.01 .49 (.06) (.01) 1.43 (.95) (.11) (1.06) 2003 15.48 1.04 (.27) (.08) (.01) .68 (.92) (.10) (1.02) 2002 15.32 1.11 .15 (.11) (.02) 1.13 (.90) (.07) (.97) 2001 14.54 1.16 .82 (.29) (.01) 1.68 (.88) (.02) (.90) MICHIGAN PREMIUM INCOME (NMP) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 7/31: 2005 15.19 .93 .50 (.11) -- 1.32 (.91) (.05) (.96) 2004 15.24 .97 .38 (.04) (.03) 1.28 (.94) (.39) (1.33) 2003 15.56 1.03 (.37) (.07) -- .59 (.91) -- (.91) 2002 15.31 1.05 .16 (.11) -- 1.10 (.85) -- (.85) 2001 14.24 1.07 1.07 (.25) -- 1.89 (.82) -- (.82) MICHIGAN DIVIDEND ADVANTAGE (NZW) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 7/31: 2005 14.82 .98 .63 (.11) -- 1.50 (.89) -- (.89) 2004 14.30 .99 .47 (.05) -- 1.41 (.89) -- (.89) 2003 14.42 .99 (.20) (.07) -- .72 (.86) -- (.86) 2002(a) 14.33 .76 .22 (.07) -- .91 (.63) -- (.63) ==================================================================================================================================== Total Returns --------------------- Based Offering on Costs and Ending Common Preferred Common Based Share Share Share Ending on Net Underwriting Net Asset Market Market Asset Discounts Value Value Value** Value** =========================================================================================== MICHIGAN QUALITY INCOME (NUM) ------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 $ -- $15.88 $15.67 9.94% 9.28% 2004 -- 15.51 15.20 5.17 9.52 2003 -- 15.14 15.45 2.40 4.35 2002 -- 15.48 16.10 11.18 7.68 2001 -- 15.32 15.42 17.11 11.90 MICHIGAN PREMIUM INCOME (NMP) ------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 -- 15.55 15.68 16.03 8.80 2004 -- 15.19 14.37 5.46 8.56 2003 -- 15.24 14.85 2.64 3.71 2002 -- 15.56 15.35 10.52 7.40 2001 -- 15.31 14.71 17.81 13.61 MICHIGAN DIVIDEND ADVANTAGE (NZW) ------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 .01 15.44 16.79 21.34 10.41 2004 -- 14.82 14.65 2.99 10.00 2003 .02 14.30 15.10 9.19 5.01 2002(a) (.19) 14.42 14.65 2.00 5.21 =========================================================================================== Ratios/Supplemental Data ------------------------------------------------------------------------------------------------- Before Credit/Reimbursement After Credit/Reimbursement*** ----------------------------- --------------------------------- Ratio of Net Ratio of Net Ratio of Investment Ratio of Investment Ending Expenses Income to Expenses Income to Net to Average Average to Average Average Assets Net Assets Net Assets Net Assets Net Assets Applicable Applicable Applicable Applicable Applicable Portfolio to Common to Common to Common to Common to Common Turnover Shares (000) Shares++ Shares++ Shares++ Shares++ Rate ============================================================================================================================ MICHIGAN QUALITY INCOME (NUM) ---------------------------------------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 $185,900 1.22% 6.13% 1.21% 6.14% 8% 2004 181,114 1.22 6.44 1.22 6.45 15 2003 176,186 1.24 6.56 1.24 6.57 15 2002 179,630 1.28 7.29 1.27 7.29 19 2001 176,664 1.30 7.79 1.29 7.80 20 MICHIGAN PREMIUM INCOME (NMP) ---------------------------------------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 120,475 1.19 5.97 1.17 5.98 11 2004 117,529 1.20 6.28 1.19 6.30 28 2003 117,418 1.21 6.49 1.20 6.50 18 2002 119,820 1.25 6.82 1.24 6.83 9 2001 117,784 1.24 7.24 1.23 7.25 15 MICHIGAN DIVIDEND ADVANTAGE (NZW) ---------------------------------------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 31,821 1.27 5.93 .81 6.39 8 2004 30,538 1.28 6.13 .81 6.60 9 2003 29,443 1.29 6.15 .82 6.61 2 2002(a) 29,679 1.35* 6.00* .90* 6.45* 21 ============================================================================================================================ Preferred Shares at End of Period ----------------------------------------- Aggregate Liquidation Amount and Market Asset Outstanding Value Coverage (000) Per Share Per Share ======================================================================= MICHIGAN QUALITY INCOME (NUM) ----------------------------------------------------------------------- Year Ended 7/31: 2005 $94,000 $25,000 $74,441 2004 94,000 25,000 73,169 2003 94,000 25,000 71,858 2002 94,000 25,000 72,774 2001 94,000 25,000 71,985 MICHIGAN PREMIUM INCOME (NMP) ----------------------------------------------------------------------- Year Ended 7/31: 2005 56,000 25,000 78,783 2004 56,000 25,000 77,468 2003 56,000 25,000 77,419 2002 56,000 25,000 78,491 2001 56,000 25,000 77,582 MICHIGAN DIVIDEND ADVANTAGE (NZW) ----------------------------------------------------------------------- Year Ended 7/31: 2005 16,000 25,000 74,720 2004 16,000 25,000 72,716 2003 16,000 25,000 71,005 2002(a) 16,000 25,000 71,374 ======================================================================= * Annualized. ** Total Investment Return on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. Total Return on Common Share Net Asset Value is the combination of changes in Common Share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total returns are not annualized. *** After custodian fee credit and expense reimbursement, where applicable. + The amounts shown are based on Common share equivalents. ++ Ratios do not reflect the effect of dividend payments to Preferred shareholders; income ratios reflect income earned on assets attributable to Preferred shares. (a) For the period September 25, 2001 (commencement of operations) through July 31, 2002. See accompanying notes to financial statements. 66-67 SPREAD FINANCIAL HIGHLIGHTS (continued) Selected data for a Common share outstanding throughout each period: Investment Operations Less Distributions --------------------------------------------------------------------- ------------------------------- Distributions Distributions from Net from Net Beginning Net Investment Capital Investment Capital Common Realized/ Income to Gains to Income to Gains to Share Net Unrealized Preferred Preferred Common Common Net Asset Investment Investment Share- Share- Share- Share- Value Income Gain (Loss) holders+ holders+ Total holders holders Total ==================================================================================================================================== OHIO QUALITY INCOME (NUO) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 7/31: 2005 $16.21 $1.02 $ .49 $(.12) $ -- $1.39 $ (.98) $(.04) $(1.02) 2004 16.17 1.07 .25 (.06) (.01) 1.25 (1.00) (.21) (1.21) 2003 16.36 1.10 (.22) (.08) -- .80 (.99) -- (.99) 2002 16.10 1.14 .18 (.13) -- 1.19 (.93) -- (.93) 2001 15.52 1.20 .56 (.27) -- 1.49 (.91) -- (.91) OHIO DIVIDEND ADVANTAGE (NXI) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 7/31: 2005 15.05 1.00 .57 (.11) -- 1.46 (.96) -- (.96) 2004 14.66 1.04 .40 (.06) -- 1.38 (.97) (.02) (.99) 2003 14.83 1.05 (.23) (.07) -- .75 (.92) (.01) (.93) 2002 14.57 1.06 .19 (.12) -- 1.13 (.87) -- (.87) 2001(a) 14.33 .29 .35 (.04) -- .60 (.22) -- (.22) OHIO DIVIDEND ADVANTAGE 2 (NBJ) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 7/31: 2005 14.85 .95 .61 (.12) -- 1.44 (.90) (.02) (.92) 2004 14.31 .99 .53 (.06) -- 1.46 (.92) -- (.92) 2003 14.48 1.00 (.23) (.08) -- .69 (.87) -- (.87) 2002(b) 14.33 .78 .23 (.08) -- .93 (.62) -- (.62) OHIO DIVIDEND ADVANTAGE 3 (NVJ) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 7/31: 2005 14.93 .95 .69 (.11) -- 1.53 (.87) (.02) (.89) 2004 14.48 .96 .51 (.06) (.01) 1.40 (.88) (.07) (.95) 2003 14.83 .97 (.29) (.07) (.01) .60 (.88) (.06) (.94) 2002(c) 14.33 .25 .65 (.02) -- .88 (.22) -- (.22) ==================================================================================================================================== Total Returns --------------------- Based Offering on Costs and Ending Common Preferred Common Based Share Share Share Ending on Net Underwriting Net Asset Market Market Asset Discounts Value Value Value** Value** =========================================================================================== OHIO QUALITY INCOME (NUO) ------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 $ -- $16.58 $16.96 10.25% 8.70% 2004 -- 16.21 16.30 2.59 7.87 2003 -- 16.17 17.04 (3.15) 4.84 2002 -- 16.36 18.62 17.00 7.63 2001 -- 16.10 16.80 6.86 9.85 OHIO DIVIDEND ADVANTAGE (NXI) ------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 -- 15.55 17.00 21.79 9.87 2004 -- 15.05 14.80 10.70 9.54 2003 .01 14.66 14.26 (.04) 5.09 2002 -- 14.83 15.15 4.48 8.02 2001(a) (.14) 14.57 15.35 3.77 3.21 OHIO DIVIDEND ADVANTAGE 2 (NBJ) ------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 -- 15.37 15.48 11.63 9.90 2004 -- 14.85 14.70 9.60 10.33 2003 .01 14.31 14.26 3.17 4.74 2002(b) (.16) 14.48 14.65 1.91 5.58 OHIO DIVIDEND ADVANTAGE 3 (NVJ) ------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 -- 15.57 15.90 17.60 10.40 2004 -- 14.93 14.30 5.86 9.72 2003 (.01) 14.48 14.40 .09 3.81 2002(c) (.16) 14.83 15.30 3.47 5.05 =========================================================================================== Ratios/Supplemental Data ---------------------------------------------------------------------------------------------------- Before Credit/Reimbursement After Credit/Reimbursement*** ----------------------------- --------------------------------- Ratio of Net Ratio of Net Ratio of Investment Ratio of Investment Ending Expenses Income to Expenses Income to Net to Average Average to Average Average Assets Net Assets Net Assets Net Assets Net Assets Applicable Applicable Applicable Applicable Applicable Portfolio to Common to Common to Common to Common to Common Turnover Shares (000) Shares++ Shares++ Shares++ Shares++ Rate ================================================================================================================================ OHIO QUALITY INCOME (NUO) -------------------------------------------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 $160,982 1.19% 6.16% 1.18% 6.17% 14% 2004 156,634 1.20 6.46 1.19 6.47 31 2003 155,412 1.22 6.59 1.22 6.60 12 2002 156,351 1.26 7.10 1.24 7.12 26 2001 153,164 1.32 7.58 1.30 7.60 15 OHIO DIVIDEND ADVANTAGE (NXI) -------------------------------------------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 65,873 1.21 6.00 .76 6.46 14 2004 63,642 1.20 6.41 .75 6.86 10 2003 61,924 1.23 6.52 .78 6.97 6 2002 62,548 1.24 6.79 .78 7.25 18 2001(a) 61,424 1.15* 5.58* .71* 6.02* 4 OHIO DIVIDEND ADVANTAGE 2 (NBJ) -------------------------------------------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 47,937 1.23 5.71 .77 6.17 14 2004 46,268 1.25 6.13 .79 6.60 15 2003 44,578 1.27 6.26 .81 6.72 15 2002(b) 45,073 1.25* 6.12* .80* 6.57* 39 OHIO DIVIDEND ADVANTAGE 3 (NVJ) -------------------------------------------------------------------------------------------------------------------------------- Year Ended 7/31: 2005 33,606 1.27 5.68 .81 6.14 3 2004 32,208 1.28 5.87 .81 6.34 8 2003 31,245 1.28 5.89 .82 6.35 16 2002(c) 31,995 1.22* 4.72* .80* 5.15* 7 ================================================================================================================================ Preferred Shares at End of Period ----------------------------------------- Aggregate Liquidation Amount and Market Asset Outstanding Value Coverage (000) Per Share Per Share ===================================================================== OHIO QUALITY INCOME (NUO) --------------------------------------------------------------------- Year Ended 7/31: 2005 $77,000 $25,000 $77,267 2004 77,000 25,000 75,855 2003 77,000 25,000 75,458 2002 77,000 25,000 75,763 2001 77,000 25,000 74,729 OHIO DIVIDEND ADVANTAGE (NXI) --------------------------------------------------------------------- Year Ended 7/31: 2005 31,000 25,000 78,123 2004 31,000 25,000 76,324 2003 31,000 25,000 74,938 2002 31,000 25,000 75,442 2001(a) 31,000 25,000 74,535 OHIO DIVIDEND ADVANTAGE 2 (NBJ) --------------------------------------------------------------------- Year Ended 7/31: 2005 24,000 25,000 74,935 2004 24,000 25,000 73,196 2003 24,000 25,000 71,435 2002(b) 24,000 25,000 71,951 OHIO DIVIDEND ADVANTAGE 3 (NVJ) --------------------------------------------------------------------- Year Ended 7/31: 2005 16,500 25,000 75,918 2004 16,500 25,000 73,800 2003 16,500 25,000 72,341 2002(c) 16,500 25,000 73,477 ===================================================================== * Annualized. ** Total Investment Return on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. Total Return on Common Share Net Asset Value is the combination of changes in Common Share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total returns are not annualized. *** After custodian fee credit and expense reimbursement, where applicable. + The amounts shown are based on Common share equivalents. ++ Ratios do not reflect the effect of dividend payments to Preferred shareholders; income ratios reflect income earned on assets attributable to Preferred shares. (a) For the period March 27, 2001 (commencement of operations) through July 31, 2001. (b) For the period September 25, 2001 (commencement of operations) through July 31, 2002. (c) For the period March 25, 2002 (commencement of operations) through July 31, 2002. See accompanying notes to financial statements. 68-69 SPREAD Board Members AND OFFICERS The management of the Fund, including general supervision of the duties performed for the Fund by the Adviser, is the responsibility of the Board Members of the Fund. The number of board members of the Fund is currently set at nine. None of the board members who are not "interested" persons of the Fund has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the board members and officers of the Fund, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below. NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR INCLUDING OTHER DIRECTORSHIPS OVERSEEN BY AND ADDRESS THE FUND APPOINTED(2) DURING PAST 5 YEARS BOARD MEMBER ------------------------------------------------------------------------------------------------------------------------------------ BOARD MEMBER WHO IS AN INTERESTED PERSON OF THE FUND: ------------------------------------------------------------------------------------------------------------------------------------ Timothy R. Schwertfeger(1) Chairman of 1994 Chairman and Director (since 1996) of Nuveen Investments, 155 3/28/49 the Board Inc. and Nuveen Investments, LLC; Director (since 1992) and 333 W. Wacker Drive and Trustee Chairman (since 1996) of Nuveen Advisory Corp. and Nuveen Chicago, IL 60606 Institutional Advisory Corp.(3); Chairman and Director (since 1997) of Nuveen Asset Management; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers Inc. (since 2002). BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUND: ------------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner Board member 1997 Private Investor and Management Consultant. 155 8/22/40 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Lawrence H. Brown Board member 1993 Retired (1989) as Senior Vice President of The Northern 155 7/29/34 Trust Company; Director, Community Advisory Board for 333 W. Wacker Drive Highland Park and Highwood, United Way of the North Chicago, IL 60606 Shore (since 2002). ------------------------------------------------------------------------------------------------------------------------------------ Jack B. Evans Board member 1999 President, The Hall-Perrine Foundation, a private philanthropic 155 10/22/48 corporation (since 1996); Director and Vice Chairman, United 333 W. Wacker Drive Fire Group, a publicly held company; Adjunct Faculty Member, Chicago, IL 60606 University of Iowa; Director, Gazette Companies; Life Trustee of Coe College; Director, Iowa College Foundation; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. ------------------------------------------------------------------------------------------------------------------------------------ William C. Hunter Board member 2004 Dean and Distinguished Professor of Finance, School of 155 3/6/48 Business at the University of Connecticut (since 2003); 333 W. Wacker Drive previously, Senior Vice President and Director of Research Chicago, IL 60606 at the Federal Reserve Bank of Chicago (1995-2003); Director (since 1997), Credit Research Center at Georgetown University; Director of Xerox Corporation (since 2004). ------------------------------------------------------------------------------------------------------------------------------------ David J. Kundert Board member 2005 Retired (2004) as Chairman, JPMorgan Asset Management, 153 10/28/42 President and CEO, Banc One Investment Advisors Corporation, 333 W. Wacker Drive and President, One Group Mutual Funds; prior thereto, Chicago, IL 60606 Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Board of Regents, Luther College; currently a member of the American and Wisconsin Bar Associations. 70 NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR INCLUDING OTHER DIRECTORSHIPS OVERSEEN BY AND ADDRESS THE FUND APPOINTED(2) DURING PAST 5 YEARS BOARD MEMBER ------------------------------------------------------------------------------------------------------------------------------------ BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUND (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ William J. Schneider Board member 1997 Chairman, formerly, Senior Partner and Chief Operating 155 9/24/44 Officer, Miller-Valentine Partners Ltd., a real estate 333 W. Wacker Drive investment company; formerly, Vice President, Miller-Valentine Chicago, IL 60606 Realty, a construction company; Board Member and Chair of the Finance Committee, member of the Audit Committee of Premier Health Partners, the not-for-profit company of Miami Valley Hospital; Board Member, formerly Chair, Dayton Development Coalition; President, Dayton Philharmonic Orchestra Association; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio and Business Advisory Council, Cleveland Federal Reserve Bank. ------------------------------------------------------------------------------------------------------------------------------------ Judith M. Stockdale Board member 1997 Executive Director, Gaylord and Dorothy Donnelley 155 12/29/47 Foundation (since 1994); prior thereto, Executive Director, 333 W. Wacker Drive Great Lakes Protection Fund (from 1990 to 1994). Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Eugene S. Sunshine Board member 2005 Senior Vice President for Business and Finance (since 1997), 155 1/22/50 Northwestern University; Director (since 2003), Chicago 333 W. Wacker Drive Board of Options Exchange; Director (since 2003), National Chicago, IL 60606 Mentor Holdings, a privately-held, national provider of home and community-based services; Chairman (since 1997), Board of Directors, Rubicon, an insurance company owned by Northwestern University; Director (since 1997), Evanston of Commerce and Evanston Inventure, a business development organization. NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUNDS APPOINTED(4) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUND: ------------------------------------------------------------------------------------------------------------------------------------ Gifford R. Zimmerman Chief 1988 Managing Director (since 2002), Assistant Secretary and 155 9/9/56 Administrative Associate General Counsel, formerly, Vice President and 333 W. Wacker Drive Officer Assistant General Counsel of Nuveen Investments, LLC; Chicago, IL 60606 Managing Director (since 2002), General Counsel and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President (since 2000), of Nuveen Asset Management; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. (since 2003); Chartered Financial Analyst. 71 Board Members AND OFFICERS (CONTINUED) NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUNDS APPOINTED(4) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUND (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ Julia L. Antonatos Vice President 2004 Managing Director (since 2005), previously, Vice President 155 9/22/63 (since 2002), formerly, Assistant Vice President (since 1999) 333 W. Wacker Drive of Nuveen Investments, LLC; Chartered Financial Analyst. Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Michael T. Atkinson Vice President 2000 Vice President (since 2002), formerly, Assistant Vice 155 2/3/66 and Assistant President (since 2000) of Nuveen Investments, LLC. 333 W. Wacker Drive Secretary Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Peter H. D'Arrigo Vice President 1999 Vice President of Nuveen Investments, LLC (since 1999); 155 11/28/67 and Treasurer Vice President and Treasurer of Nuveen Investments, Inc. 333 W. Wacker Drive (since 1999); Vice President and Treasurer of Nuveen Advisory Chicago, IL 60606 Corp. and Nuveen Institutional Advisory Corp (since 1999)(3); Vice President and Treasurer of Nuveen Asset Management (since 2002) and of Nuveen Investments Advisers Inc.; Assistant Treasurer of NWQ Investment Management Company, LLC (since 2002); Vice President and Treasurer of Nuveen Rittenhouse Asset Management, Inc. (since 2003); Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ Jessica R. Droeger Vice President 1998 Vice President (since 2002) and Assistant General Counsel 155 9/24/64 and Secretary (since 1998), formerly, Assistant Vice President (since 1998) of 333 W. Wacker Drive Nuveen Investments, LLC; Vice President (since 2002) Chicago, IL 60606 and Assistant Secretary (since 1998), formerly Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); and (since 2005) Nuveen Asset Management. ------------------------------------------------------------------------------------------------------------------------------------ Lorna C. Ferguson Vice President 1998 Managing Director (since 2004) formerly, Vice President of 155 10/24/45 Nuveen Investments, LLC; Managing Director (since 2004) 333 W. Wacker Drive formerly, Vice President (since 1998) of Nuveen Advisory Corp. Chicago, IL 60606 and Nuveen Institutional Advisory Corp.(3); Managing Director (since 2005) of Nuveen Asset Management. ------------------------------------------------------------------------------------------------------------------------------------ William M. Fitzgerald Vice President 1995 Managing Director (since 2002) of Nuveen Investments, 155 3/2/64 LLC; Managing Director (since 2001), formerly, Vice President 333 W. Wacker Drive (since 1995) of Nuveen Advisory Corp. and Nuveen Institutional Chicago, IL 60606 Advisory Corp.(3); Managing Director (since 2001) of Nuveen Asset Management; Vice President (since 2002) of Nuveen Investment Advisers Inc.; Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ Stephen D. Foy Vice President 1998 Vice President (since 1993) and Funds Controller (since 1998) 155 5/31/54 and Controller of Nuveen Investments, LLC; formerly, Vice President and 333 W. Wacker Drive Funds Controller (1998-2004) of Nuveen Investments, Inc.; Chicago, IL 60606 Certified Public Accountant. ------------------------------------------------------------------------------------------------------------------------------------ James D. Grassi Vice President 2004 Vice President and Deputy Director of Compliance (since 2004) 155 4/13/56 and Chief of Nuveen Investments, LLC, Nuveen Investments Advisers Inc., 333 W. Wacker Drive Compliance Nuveen Asset Management and Rittenhouse Asset Management, Chicago, IL 60606 Officer Inc.; previously, Vice President and Deputy Director of Compliance (2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); formerly, Senior Attorney (1994 to 2004), The Northern Trust Company. 72 NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUNDS APPOINTED(4) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUND (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ David J. Lamb Vice President 2000 Vice President (since 2000) of Nuveen Investments, 155 3/22/63 LLC; Certified Public Accountant. 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Tina M. Lazar Vice President 2002 Vice President (since 1999) of Nuveen Investments, LLC. 155 8/27/61 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Larry W. Martin Vice President 1988 Vice President, Assistant Secretary and Assistant General 155 7/27/51 and Assistant Counsel of Nuveen Investments, LLC; Vice President and 333 W. Wacker Drive Secretary Assistant Secretary of Nuveen Advisory Corp. and Nuveen Chicago, IL 60606 Institutional Advisory Corp.(3); Vice President (since 2005) and Assistant Secretary of Nuveen Investments, Inc. and of Nuveen Asset Management; Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC (since 2002). (1) Mr. Schwertfeger is an "interested person" of the Fund, as defined in the Investment Company Act of 1940, because he is an officer and board member of the Adviser. (2) Board members serve an indefinite term until his/her successor is elected. The year first elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen Complex. (3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into Nuveen Asset Management, effective January 1, 2005. (4) Officers serve one year terms through July of each year. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen Complex. 73 ANNUAL INVESTMENT MANAGEMENT AGREEMENT APPROVAL PROCESS At a meeting held on May 10-12, 2005, the Board of Trustees of the Funds, including the independent Trustees, unanimously approved the Investment Management Agreement between each Fund and NAM. THE APPROVAL PROCESS To assist the Board in its evaluation of an advisory contract with NAM, the independent Trustees received a report in adequate time in advance of their meeting which outlined, among other things, the services provided by NAM; the organization of NAM, including the responsibilities of various departments and key personnel; the Fund's past performance as well as the Fund's performance compared to funds of similar investment objectives compiled by an independent third party (a "Peer Group") and if available, with recognized or, in certain cases, customized benchmarks; the profitability of NAM and certain industry profitability analyses for advisers to unaffiliated investment companies; the expenses of NAM in providing the various services; the advisory fees of NAM, including comparisons of such fees with the management fees of comparable funds in its Peer Group as well as comparisons of NAM's management fees with the fees NAM assesses to other types of investment products or accounts, if any; the soft dollar practices of NAM; and the expenses of each Fund, including comparisons of the Fund's expense ratios (after any fee waivers) with the expense ratios of its Peer Group. This information supplements that received by the Board throughout the year regarding Fund performance, expense ratios, portfolio composition, trade execution and sales activity. In addition to the foregoing materials, independent legal counsel to the independent Trustees provided, in advance of the meeting, a legal memorandum outlining, among other things, the duties of the Trustees under the 1940 Act as well as the general principles of relevant state law in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; an adviser's fiduciary duty with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards of directors have fulfilled their duties and factors to be considered by the board in voting on advisory agreements. At the Board meeting, NAM made a presentation to and responded to questions from the Board. After the presentations and after reviewing the written materials, the independent Trustees met privately with their legal counsel to review the Board's duties in reviewing advisory contracts and consider the renewal of the advisory contract. It is with this background that the Trustees considered each Investment Management Agreement with NAM. The independent Trustees, in consultation with independent counsel, reviewed the factors set out in judicial decisions and SEC directives relating to the renewal of advisory contracts. As outlined in more detail below, the Trustees considered all factors they believed relevant with respect to each Fund, including the following: (a) the nature, extent and quality of the services to be provided by NAM; (b) the investment performance of the Fund and NAM; (c) the costs of the services to be provided and profits to be realized by NAM and its affiliates from the relationship with the Fund; (d) the extent to which economies of scale would be realized as the Fund grows; and (e) whether fee levels reflect these economies of scale for the benefit of Fund investors. A. NATURE, EXTENT AND QUALITY OF SERVICES In evaluating the nature, extent and quality of NAM's services, the Trustees reviewed information concerning the types of services that NAM or its affiliates provide and are expected to provide to the Nuveen Funds; narrative and statistical information concerning the Fund's performance record and how such performance compares to the Fund's Peer Group and, if available, recognized benchmarks or, in certain cases, customized benchmarks (as described in further detail in Section B below); information describing NAM's organization and its various departments, the experience and responsibilities of key personnel, and available resources. In the discussion of key personnel, the Trustees received materials regarding the changes or additions in personnel of NAM. The Trustees further noted the willingness of the personnel of NAM to engage in open, candid discussions with the Board. The Trustees further considered the quality of NAM's investment process in making portfolio management decisions, including any refinements or improvements to the portfolio management processes, enhancements to technology and systems that are available to portfolio managers, and any additions of new personnel which may strengthen or expand the research and investment capabilities of NAM. In their review of advisory contracts for the fixed income funds, the Trustees also noted that Nuveen won the Lipper Award for Best Fund Family: Fixed Income-Large Asset Class, for 2004. Given the Trustees' experience with the Funds, other Nuveen funds and NAM, the Trustees noted that they were familiar with and continue to have a good understanding of the organization, operations and personnel of NAM. In addition to advisory services, the independent Trustees considered the quality of the administrative or non-advisory services provided. In this regard, NAM provides the Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by others for the Funds) and officers and other personnel as are necessary for the operations of the respective Fund. In addition to investment management services, NAM and its affiliates provide each Fund with a wide range of services, including: preparing shareholder reports; providing daily accounting; providing quarterly financial statements; overseeing and coordinating the 74 activities of other service providers; administering and organizing Board meetings and preparing the Board materials for such meetings; providing legal support (such as helping to prepare registration statements, amendments thereto and proxy statements and responding to regulatory inquiries); and performing other Fund administrative tasks necessary for the operation of the respective Fund (such as tax reporting and fulfilling regulatory filing requirements). In addition, in evaluating the administrative services, the Trustees considered, in particular, NAM's policies and procedures for assuring compliance with applicable laws and regulations in light of the new SEC regulations governing compliance. The Trustees noted NAM's focus on compliance and its compliance systems. In their review, the Trustees considered, among other things, the additions of experienced personnel to NAM's compliance group and modifications and other enhancements to NAM's computer systems. In addition to the foregoing, the Trustees also noted that NAM outsources certain services that cannot be replicated without significant costs or at the same level of expertise. Such outsourcing has been a beneficial and efficient use of resources by keeping expenses low while obtaining quality services. In addition to the above, in reviewing the variety of additional services that NAM or its affiliates must provide to closed-end funds, such as the Funds, the independent Trustees determined that Nuveen's commitment to supporting the secondary market for the common shares of its closed-end funds is particularly noteworthy. In this regard, the Trustees noted Nuveen's efforts to sponsor numerous forums for analysts and specialists regarding the various Nuveen closed-end funds, its creation of a new senior position dedicated to providing secondary market support services and enhancing communications with investors and analysts, and its advertising and media relations efforts designed to raise investor and analyst awareness of the closed-end funds. With respect to services provided to municipal funds, such as the Funds, the Trustees also noted, among other things, the enhancements NAM implemented to its municipal portfolio management processes (e.g., the increased use of benchmarks to guide and assess the performance of its portfolio managers); the implementation of a risk management program; and the various initiatives being undertaken to enhance or modify NAM's computer systems as necessary to support the innovations of the municipal investment team (such as, the ability to assess certain historical data in order to create customized benchmarks, perform attribution analysis and facilitate the use of derivatives as hedging instruments). With respect to certain of the Funds with a less seasoned portfolio, the Trustees also noted the hedging program implemented for such Funds and the team responsible for developing, implementing and monitoring the hedging procedures. The hedging program was designed to help maintain the applicable Fund's duration within certain benchmarks. Based on their review, the Trustees found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the Funds under the Investment Management Agreements were of a high level and were quite satisfactory. B. THE INVESTMENT PERFORMANCE OF THE FUND AND ADVISER As previously noted, the Board received a myriad of performance information regarding each Fund and its Peer Group, if available. Among other things, the Board received materials reflecting a Fund's historic performance, the Fund's performance compared to its Peer Group and, if available, its performance compared to recognized and, in certain cases, customized benchmarks. Further, in evaluating the performance information, in certain limited instances, the Trustees noted that the closest Peer Group for a Fund still would not adequately reflect such Fund's investment objectives and strategies, thereby limiting the usefulness of the comparisons of such Fund's performance with that of the Peer Group. For state municipal funds, such as the Funds, the performance data included, among other things, the respective Fund's performance relative to its peers. More specifically, a Fund's one-, three- and five-year total returns (as available) for the periods ending December 31, 2004 were evaluated relative to the unaffiliated funds in its respective Peer Group (including the returns of individual peers as well as the Peer Group average) as well as additional performance information with respect to all the funds in the Peer Group, subject to the following. Certain state municipal Funds do not have a corresponding Peer Group in which case their performance is measured against a state-specific municipal index compiled by an independent third party. Such indices measure bond performance rather than fund performance. The closed-end Funds that utilize such indices are from Connecticut, Georgia, Maryland, Missouri, North Carolina, Texas and Virginia. Based on their review, the Trustees determined that each Fund's absolute and relative investment performance over time had been satisfactory. C. FEES, EXPENSES AND PROFITABILITY 1. FEES AND EXPENSES In evaluating the management fees and expenses that a Fund is expected to bear, the Trustees considered the Fund's current management fee structure and the Fund's expected expense ratios in absolute terms as well as compared with the fees and expense ratios of the unaffiliated funds in its Peer Group. The Trustees reviewed the financial information of NAM, including its respective revenues, expenses and profitability. In reviewing fees, the Trustees, among other things, reviewed comparisons of the Fund's gross management fees (fees after fund-level and complex-wide level breakpoints but before reimbursements and fee waivers), net management fees (after breakpoints and reimbursements and fee waivers) and total expense ratios (before and after waivers) with those of the unaffiliated funds in the Peer Group and peer averages. In this regard, the Trustees noted that the relative ranking of the Nuveen Funds on fees and expenses was aided by the significant level of fee reductions provided by the fund-level and complex-wide breakpoint schedules, and the fee waivers and reimbursements provided by Nuveen for certain Funds launched since 1999. The complex-wide breakpoint schedule was instituted in 2004 and is described in further detail below in Section D entitled "Economies of Scale and Whether Fee Levels Reflect these Economies of Scale." In their review of the fee and expense information provided, including, in particular, the expense ratios of the unaffiliated funds in the respective Peer Group, the Trustees determined that each Fund's net total expense ratio was within an acceptable range compared to such peers. 75 ANNUAL INVESTMENT MANAGEMENT AGREEMENT APPROVAL PROCESS (continued) 2. COMPARISONS WITH THE FEES OF OTHER CLIENTS The Trustees further compared the fees of NAM to the fees NAM assessed for other types of clients investing in municipal funds (such as municipal managed accounts). With respect to such separately managed accounts, the advisory fees for such accounts are generally lower than those charged to the comparable Fund. The Trustees noted, however, the additional services that are provided and the costs incurred by Nuveen in managing and operating registered investment companies, such as the Funds, compared to individually managed separate accounts. For instance, as described above, NAM and its affiliates provide numerous services to the Funds including, but not limited to, preparing shareholder reports; providing daily accounting; preparing quarterly financial statements; overseeing and coordinating the activities of other service providers; administering and organizing Board meetings and preparing the Board materials for such meetings; providing legal support; and administering all other aspects of the Fund's operations. Further, the Trustees noted the increased compliance requirements for funds in light of new SEC regulations and other legislation. These services are generally not required to the same extent, if at all, for separate accounts. In addition to the differences in services, the Trustees also considered, among other things, the differences in product distribution, investment policies, investor profiles and account sizes. Accordingly, the Trustees believe that the nature and number of services provided to operate a Fund merit the higher fees than those to separate managed accounts. 3. PROFITABILITY OF ADVISER In conjunction with its review of fees, the Trustees also considered NAM's profitability. The Trustees reviewed NAM's revenues, expenses and profitability margins (on both a pre-tax and after-tax basis). In reviewing profitability, the Trustees recognized that one of the most difficult issues in determining profitability is establishing a method of allocating expenses. Accordingly, the Trustees reviewed NAM's assumptions and methodology of allocating expenses. In this regard, the methods of allocation used appeared reasonable but the Board noted the inherent limitations in allocating costs among various advisory products. The Trustees also recognized that individual fund or product line profitability of other advisers is generally not publicly available. Further, profitability may be affected by numerous factors including the types of funds managed, expense allocations, business mix, etc. and therefore comparability of profitability is somewhat limited. Nevertheless, to the extent available, the Trustees considered NAM's profit margin compared to the profitability of various publicly-traded investment management companies and/or investment management companies that publicly disclose some or all of their financial results compiled by three independent third-party service providers. The Trustees also reviewed the revenues, expenses and profit margins of various unaffiliated advisory firms with similar amounts of assets under management for the last year prepared by NAM. Based on their review, the Trustees were satisfied that NAM's level of profitability from its relationship with each Fund was reasonable in light of the services provided. In evaluating the reasonableness of the compensation, the Trustees also considered any other revenues paid to NAM as well as any indirect benefits (such as soft dollar arrangements, if any) NAM and its affiliates are expected to receive that are directly attributable to their management of the Funds, if any. See Section E below for additional information. Based on their review of the overall fee arrangements of the applicable Fund, the Trustees determined that the advisory fees and expenses of the respective Fund were reasonable. D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE In reviewing the compensation, the Trustees have long understood the benefits of economies of scale as the assets of a fund grow and have sought to ensure that shareholders share in these benefits. One method for shareholders to share in economies of scale is to include breakpoints in the advisory fee schedules that reduce fees as fund assets grow. Accordingly, the Trustees received and reviewed the schedules of advisory fees for each Fund, including fund-level breakpoints thereto. In addition, after lengthy negotiations with management, the Board in May 2004 approved a complex-wide fee arrangement pursuant to which fees of the funds in the Nuveen complex, including the Funds, are reduced as the assets in the fund complex reach certain levels. The complex-wide fee arrangement was introduced on August 1, 2004 and the Trustees reviewed data regarding the reductions of fees for the Funds for the period of August 1, 2004 to December 31, 2004. In evaluating the complex-wide fee arrangement, the Trustees considered, among other things, the historic and expected fee savings to shareholders as assets grow, the amount of fee reductions at various asset levels, and that the arrangement would extend to all Funds in the Nuveen complex. The Trustees also considered the impact, if any, the complex-wide fee arrangement may have on the level of services provided. Based on their review, the Trustees concluded that the breakpoint schedule and complex-wide fee arrangement currently was acceptable and desirable in providing benefits from economies of scale to shareholders. 76 E. INDIRECT BENEFITS In evaluating fees, the Trustees also considered any indirect benefits or profits NAM or its affiliates may receive as a result of its relationship with each Fund. In this regard, the Trustees considered any benefits from soft dollar arrangements. The Trustees noted that although NAM manages a large amount of assets, it has very little, if any, brokerage to allocate. This is due to the fact that NAM typically manages the portfolios of the municipal funds in the Nuveen complex and municipal bonds generally trade on a principal basis. Accordingly, NAM does not currently have any soft dollar arrangements and does not pay excess brokerage commissions (or spreads on principal transactions) in order to receive research services. In addition to soft dollar arrangements, the Trustees also considered any other revenues, if any, received by NAM or its affiliates. With respect to Funds with outstanding preferred shares and new Funds, the Trustees considered revenues received by Nuveen for serving as agent for broker-dealers at its preferred trading desk and for acting as co-manager in the initial public offering of new closed-end exchange-traded funds. F. OTHER CONSIDERATIONS Nuveen, until recently, was a majority-owned subsidiary of St. Paul Travelers Companies, Inc. ("St. Paul"). As noted, St. Paul earlier this year announced its intention to divest its equity stake in Nuveen. Nuveen is the parent of NAM. Pursuant to a series of transactions, St. Paul had begun to reduce its interest in Nuveen which would ultimately result in a change of control of Nuveen and therefore NAM. As mandated by the 1940 Act, such a change in control would result in an assignment of the advisory agreement with NAM and the automatic termination of such agreement. Accordingly, the Board also considered for each Fund the approval of a New Investment Management Agreement with each Fund in light of, and which would take effect upon, the anticipated change of control. More specifically, the Board considered for each Fund a New Investment Management Agreement on substantially identical terms to the existing Investment Management Agreement, to take effect after the change of control has occurred and the contract has been approved by Fund shareholders. In its review, the Board considered whether the various transactions necessary to divest St. Paul's interest will have an impact on the various factors they considered in approving NAM, such as the scope and quality of services to be provided following the change of control. In reviewing the St. Paul transactions, the Board considered, among other things, the impact, if any, on the operations and organizational structure of NAM; the possible benefits and costs of the transactions to the respective Fund; the potential implications of any arrangements used by Nuveen to finance certain of the transactions; the ability of NAM to perform its duties after the transactions; whether a Fund's fee structure or expense ratio would change; any changes to the current practices of the respective Fund; any changes to the terms of the advisory agreement; and any anticipated changes to the operations of NAM. Based on its review, the Board determined that St. Paul's divestiture would not affect the nature and quality of services provided by NAM, the terms of the Investment Management Agreement, including the fees thereunder, and would not materially affect the organization or operations of NAM. Accordingly, the Board determined that their analysis of the various factors regarding their approval of NAM would continue to apply after the change of control. G. APPROVAL The Trustees did not identify any single factor discussed previously as all-important or controlling. The Trustees, including a majority of independent Trustees, concluded that the terms of the Investment Management Agreements were fair and reasonable, that the respective Fund Adviser's fees are reasonable in light of the services provided to each Fund, that the renewal of the NAM Investment Management Agreements should be approved, and that the new, post-change of control NAM Investment Management Agreements be approved and recommended to shareholders. 77 Reinvest Automatically EASILY AND CONVENIENTLY Sidebar text: NUVEEN MAKES REINVESTING EASY. A PHONE CALL IS ALL IT TAKES TO SET UP YOUR REINVESTMENT ACCOUNT. NUVEEN CLOSED-END EXCHANGE-TRADED FUNDS DIVIDEND REINVESTMENT PLAN Your Nuveen Closed-End Exchange-Traded Fund allows you to conveniently reinvest dividends and/or capital gains distributions in additional fund shares. By choosing to reinvest, you'll be able to invest money regularly and automatically, and watch your investment grow through the power of tax-free compounding. Just like dividends or distributions in cash, there may be times when income or capital gains taxes may be payable on dividends or distributions that are reinvested. It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market. EASY AND CONVENIENT To make recordkeeping easy and convenient, each month you'll receive a statement showing your total dividends and distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own. HOW SHARES ARE PURCHASED The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. Dividends and distributions received to purchase shares in the open market will normally be invested shortly after the dividend payment date. No interest will be paid on dividends and distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions. FLEXIBLE You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. Should you withdraw, you can receive a certificate for all whole shares credited to your reinvestment account and cash payment for fractional shares, or cash payment for all reinvestment account shares, less brokerage commissions and a $2.50 service fee. You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan. The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time. CALL TODAY TO START REINVESTING DIVIDENDS AND/OR DISTRIBUTIONS For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (800) 257-8787. 78 Other Useful INFORMATION In April, 2005, The St. Paul Travelers Companies, Inc. ("St. Paul Travelers") sold the majority of its controlling equity interest in Nuveen Investments, Inc. ("Nuveen") to the general public. Nuveen is the parent of Nuveen Asset Management ("NAM"), which is each Fund's investment manager. This sale was deemed to be an "assignment" of the investment management agreement between each Fund and NAM and, if applicable, of the sub-advisory agreement between NAM and the Fund's sub-adviser. As required by law, the shareholders of each Fund were asked to approve a new investment management agreement and, if applicable, a new subadvisory agreement that reflected this change in ownership. The shareholders of each Fund voted this approval at a Shareholders' Meeting on July 26. 2005. There were no changes to the investment objectives or management of any Fund as a result of these actions. QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION Each Fund's (i) quarterly portfolio of investments, (ii) information regarding how the Funds voted proxies relating to portfolio securities held during the 12-month period ended June 30, 2005, and (iii) a description of the policies and procedures that the Funds used to determine how to vote proxies relating to portfolio securities are available without charge, upon request, by calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen's website at www.nuveen.com. You may also obtain this and other Fund information directly from the Securities and Exchange Commission ("SEC"). The SEC may charge a copying fee for this information. Visit the SEC on-line at http://www.sec.gov or in person at the SEC's Public Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and operation. You may also request Fund information by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC's Public References Section at 450 Fifth Street NW, Washington, D.C. 20549. CEO CERTIFICATION DISCLOSURE Each Fund's Chief Executive Officer has submitted to the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. Each Fund has filed with the Securities and Exchange Commission the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act. GLOSSARY OF TERMS USED IN THIS REPORT AVERAGE ANNUAL TOTAL RETURN: This is a commonly used method to express an investment's performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment's actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered. AVERAGE EFFECTIVE MATURITY: The average of all the maturities of the bonds in a Fund's portfolio, computed by weighting each maturity date (the date the security comes due) by the market value of the security. This figure does not account for the likelihood of prepayments or the exercise of call provisions. LEVERAGE-ADJUSTED DURATION: Duration is a measure of the expected period over which a bond's principal and interest will be paid, and consequently is a measure of the sensitivity of a bond's or bond Fund's value to changes when market interest rates change. Generally, the longer a bond's or Fund's duration, the more the price of the bond or Fund will change as interest rates change. Leverage-adjusted duration takes into account the leveraging process for a Fund and therefore is longer than the duration of the Fund's portfolio of bonds. MARKET YIELD (ALSO KNOWN AS DIVIDEND YIELD OR CURRENT YIELD): An investment's current annualized dividend divided by its current market price. NET ASSET VALUE (NAV): A Fund's common share NAV per share is calculated by subtracting the liabilities of the Fund (including any MuniPreferred shares issued in order to leverage the Fund) from its total assets and then dividing the remainder by the number of shares outstanding. Fund NAVs are calculated at the end of each business day. TAXABLE-EQUIVALENT YIELD: The yield necessary from a fully taxable investment to equal, on an after-tax basis, the yield of a municipal bond investment. BOARD OF DIRECTORS/TRUSTEES Robert P. Bremner Lawrence H. Brown Jack B. Evans William C. Hunter David J. Kundert William J. Schneider Timothy R. Schwertfeger Judith M. Stockdale Eugene S. Sunshine FUND MANAGER Nuveen Asset Management 333 West Wacker Drive Chicago, IL 60606 CUSTODIAN State Street Bank & Trust Boston, MA TRANSFER AGENT AND SHAREHOLDER SERVICES State Street Bank & Trust Nuveen Funds P.O. Box 43071 Providence, RI 02940-3071 (800) 257-8787 LEGAL COUNSEL Chapman and Cutler LLP Chicago, IL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Chicago, IL Each Fund intends to repurchase shares of its own common or preferred stock in the future at such times and in such amounts as is deemed advisable. No shares were repurchased during the period covered by this report. Any future repurchases will be reported to shareholders in the next annual or semiannual report. 79 Nuveen Investments: SERVING Investors For GENERATIONS Photo of: 2 women looking at a photo album. Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions. For the past century, Nuveen Investments has adhered to the belief that the best approach to investing is to apply conservative risk-management principles to help minimize volatility. Building on this tradition, we today offer a range of high quality equity and fixed-income solutions that are integral to a well-diversified core portfolio. Our clients have come to appreciate this diversity, as well as our continued adherence to proven, long-term investing principles. WE OFFER MANY DIFFERENT INVESTING SOLUTIONS FOR OUR CLIENTS' DIFFERENT NEEDS. Managing more than $120 billion in assets, Nuveen Investments offers access to a number of different asset classes and investing solutions through a variety of products. Nuveen Investments markets its capabilities under four distinct brands: Nuveen, a leader in fixed-income investments; NWQ, a leader in value-style equities; Rittenhouse, a leader in growth-style equities; and Symphony, a leading institutional manager of market-neutral alternative investment portfolios. FIND OUT HOW WE CAN HELP YOU REACH YOUR FINANCIAL GOALS. To learn more about the products and services Nuveen Investments offers, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Be sure to obtain a prospectus, where applicable. Investors should consider the investment objective and policies, risk considerations, charges and expenses of the Fund carefully before investing. The prospectus contains this and other information relevant to an investment in the Fund. For a prospectus, please contact your securities representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money. o Share prices o Fund details Learn more o Daily financial news about Nuveen Funds at o Investor education WWW.NUVEEN.COM/ETF o Interactive planning tools Logo: NUVEEN Investments EAN-B-0705D ITEM 2. CODE OF ETHICS. As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the Code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/etf. (To view the code, click on the Investor Resources drop down menu box, click on Fund Governance and then click on Code of Conduct.) ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's Board of Directors or Trustees determined that the registrant has at least one "audit committee financial expert" (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrant's audit committee financial expert is Jack B. Evans, Chairman of the Audit Committee, who is "independent" for purposes of Item 3 of Form N-CSR. Mr. Evans was formerly President and Chief Operating Officer of SCI Financial Group, Inc., a full service registered broker-dealer and registered investment adviser ("SCI"). As part of his role as President and Chief Operating Officer, Mr. Evans actively supervised the Chief Financial Officer (the "CFO") and actively supervised the CFO's preparation of financial statements and other filings with various regulatory authorities. In such capacity, Mr. Evans was actively involved in the preparation of SCI's financial statements and the resolution of issues raised in connection therewith. Mr. Evans has also served on the audit committee of various reporting companies. At such companies, Mr. Evans was involved in the oversight of audits, audit plans, and the preparation of financial statements. Mr. Evans also formerly chaired the audit committee of the Federal Reserve Bank of Chicago. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Nuveen Michigan Quality Income Municipal Fund, Inc. The following tables show the amount of fees that Ernst & Young LLP, the Fund's auditor, billed to the Fund during the Fund's last two full fiscal years. For engagements with Ernst & Young LLP entered into on or after May 6, 2003, the Audit Committee approved in advance all audit services and non-audit services that Ernst & Young LLP provided to the Fund, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the "pre-approval exception"). The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee's attention, and the Committee (or its delegate) approves the services before the audit is completed. The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee). SERVICES THAT THE FUND'S AUDITOR BILLED TO THE FUND Audit Fees Billed Audit-Related Fees Tax Fees All Other Fees Fiscal Year Ended to Fund Billed to Fund Billed to Fund Billed to Fund ------------------------------------------------------------------------------------------------------------------------------------ July 31, 2005 $ 12,181 $ 0 $ 431 $ 2,700 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved 0% 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ July 31, 2004 $ 11,608 $ 0 $ 409 $ 2,500 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved 0% 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ The above "All Other Fees" are fees paid to audit firms to perform agreed upon procedures required by the rating agencies to rate fund preferred shares. The above "Tax Fees" were billed for professional services for tax advice, tax compliance, and tax planning. SERVICES THAT THE FUND'S AUDITOR BILLED TO THE ADVISER AND AFFILIATED FUND SERVICE PROVIDERS The following tables show the amount of fees billed by Ernst & Young LLP to Nuveen Asset Management ("NAM" or the "Adviser"), and any entity controlling, controlled by or under common control with NAM ("Control Affiliate") that provides ongoing services to the Fund ("Affiliated Fund Service Provider"), for engagements directly related to the Fund's operations and financial reporting, during the Fund's last two full fiscal years. The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid to Ernst & Young LLP by the Fund, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee's attention, and the Committee (or its delegate) approves the services before the Fund's audit is completed. Fiscal Year Ended Audit-Related Fees Tax Fees Billed to All Other Fees Billed to Adviser and Adviser and Billed to Adviser Affiliated Fund Affiliated Fund and Affiliated Fund Service Providers Service Providers Service Providers --------------------------------------------------------------------------------------------------------------------- July 31, 2005 $ 0 $ 282,575 $ 0 --------------------------------------------------------------------------------------------------------------------- Percentage approved 0% 0% 0% pursuant to pre-approval exception --------------------------------------------------------------------------------------------------------------------- July 31, 2004 $ 0 $ 0 $ 0 --------------------------------------------------------------------------------------------------------------------- Percentage approved 0% 0% 0% pursuant to pre-approval exception --------------------------------------------------------------------------------------------------------------------- The above "Tax Fees" are primarily fees billed to the Adviser for Fund tax return preparation. NON-AUDIT SERVICES The following table shows the amount of fees that Ernst & Young LLP billed during the Fund's last two full fiscal years for non-audit services. For engagements entered into on or after May 6, 2003, the Audit Committee is required to pre-approve non-audit services that Ernst & Young LLP provides to the Adviser and any Affiliated Fund Services Provider, if the engagement related directly to the Fund's operations and financial reporting (except for those subject to the de minimis exception described above). The Audit Committee requested and received information from Ernst & Young LLP about any non-audit services that Ernst & Young LLP rendered during the Fund's last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating Ernst & Young LLP's independence. Fiscal Year Ended Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Total Non-Audit Fees Providers (engagements billed to Adviser and related directly to the Affiliated Fund Service Total Non-Audit Fees operations and financial Providers (all other Billed to Fund reporting of the Fund) engagements) Total ------------------------------------------------------------------------------------------------------------------------------------ July 31, 2005 $ 3,131 $ 282,575 $ 0 $ 285,706 July 31, 2004 $ 2,909 $ 0 $ 0 $ 2,909 The above "Non-Audit Fees billed to Adviser" for 2005 include "Tax-Fees" billed to Adviser in the amount of $282,575 from previous table. Audit Committee Pre-Approval Policies and Procedures. Generally, the audit committee must approve (i) all non-audit services to be performed for the Fund by the Fund's independent accountants and (ii) all audit and non-audit services to be performed by the Fund's independent accountants for the Affiliated Fund Service Providers with respect to operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent accountants for the Fund and Affiliated Fund Service Providers (with respect to operations and financial reports of the Fund) such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than $10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under $5,000. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. The registrant's Board of Directors or Trustees has a separately designated audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Robert P. Bremner, Lawrence H. Brown, Jack B. Evans, William J. Schneider and Eugene S. Sunshine. ITEM 6. SCHEDULE OF INVESTMENTS. See Portfolio of Investments in Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. In the rare event that a municipal issuer held by the Fund were to issue a proxy or that the Fund were to receive a proxy issued by a cash management security, the Adviser would either engage an independent third party to determine how the proxy should be voted or vote the proxy with the consent, or based on the instructions, of the Fund's Board of Directors or Trustees or its representative. In the case of a conflict of interest, the proxy would be submitted to the applicable Fund's Board to determine how the proxy should be voted. A member of the Adviser's legal department would oversee the administration of the voting, and ensure that records were maintained in accordance with Rule 204-2(c)(2) under the Investment Advisers Act of 1940 (17 CFR 275.204-2(c)(2)), reports were filed with the SEC on Form N-PX, and the results were provided to the Board of Directors or Trustees and made available to shareholders as required by applicable rules. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable at this time. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's Board implemented after the registrant last provided disclosure in response to this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrant's website at www.nuveen.com/etf and there were no amendments during the period covered by this report. (To view the code, click on the Investor Resources drop down menu box, click on Fund Governance and then Code of Conduct.) (a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT Attached hereto. (a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable. (b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed "filed" for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Nuveen Michigan Quality Income Municipal Fund, Inc. ----------------------------------------------------------- By (Signature and Title)* /s/ Jessica R. Droeger ---------------------------------------------- Jessica R. Droeger Vice President and Secretary Date: October 7, 2005 ------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Gifford R. Zimmerman ---------------------------------------------- Gifford R. Zimmerman Chief Administrative Officer (principal executive officer) Date: October 7, 2005 ------------------------------------------------------------------- By (Signature and Title)* /s/ Stephen D. Foy ---------------------------------------------- Stephen D. Foy Vice President and Controller (principal financial officer) Date: October 7, 2005 ------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.