Edgar Filing: NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2
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(Name of Registrant as Specified In Its Charter)

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

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paid previously. Identify the previous filing by registration statement
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NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS -- Chicago, Illinois
NOVEMBER 21, 2002 60606
(800) 257-8787

NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)

October 23, 2002

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
California Dividend Advantage Municipal Fund, Nuveen California Dividend
Advantage Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund
3, Nuveen California Premium Income Municipal Fund, Nuveen Florida Investment
Quality Municipal Fund, Nuveen Florida Quality Income Municipal Fund and Nuveen
Insured Florida Premium Income Municipal Fund, each a Massachusetts business
trust, and Nuveen California Investment Quality Municipal Fund, Inc., Nuveen
California Municipal Market Opportunity Fund, Inc., Nuveen California Municipal
Value Fund, Inc. ("California Value"), Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen California Quality Income Municipal Fund, Inc.,
Nuveen California Select Quality Municipal Fund, Inc., Nuveen Insured California
Premium Income Municipal Fund, Inc. and Nuveen Insured California Premium Income
Municipal Fund 2, Inc., each a Minnesota corporation (individually, a "Fund"
and, collectively, the "Funds"), will be held in the 31st floor conference room
of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Thursday,
November 21, 2002, at 10:00 a.m., Chicago time, for the following purposes and
to transact such other business, if any, as may properly come before the Annual
Meeting:

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

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

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

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

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

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

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

Shareholders of record of each Fund at the close of business on September 24,
2002 are entitled to notice of and to vote at that Fund's Annual Meeting.

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

Gifford R. Zimmerman
Vice President and Secretary

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

October 23, 2002

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each Director or Trustee a "Board Member") of each of Nuveen California
Dividend Advantage Municipal Fund ("California Dividend"), Nuveen California
Dividend Advantage Municipal Fund 2 ("California Dividend 2"), Nuveen California
Dividend Advantage Municipal Fund 3 ("California Dividend 3"), Nuveen California
Investment Quality Municipal Fund, Inc. ("California Investment"), Nuveen
California Municipal Market Opportunity Fund, Inc. ("California Opportunity"),
Nuveen California Municipal Value Fund, Inc. ("California Value"), Nuveen
California Performance Plus Municipal Fund, Inc. ("California Performance"),
Nuveen California Premium Income Municipal Fund ("California Premium"), Nuveen
California Quality Income Municipal Fund, Inc. ("California Quality"), Nuveen
California Select Quality Municipal Fund, Inc. ("California Select"), Nuveen
Insured California Premium Income Municipal Fund, Inc. ("Insured California")
and Nuveen Insured California Premium Income Municipal Fund 2, Inc. ("Insured
California 2") (the aforementioned California Funds will be referred to
collectively as the "California Funds"), Nuveen Florida Investment Quality
Municipal Fund ("Florida Investment"), Nuveen Florida Quality Income Municipal
Fund ("Florida Quality") and Nuveen Insured Florida Premium Income Municipal
Fund ("Insured Florida"), (the aforementioned Florida Funds will be referred to
collectively as the "Florida Funds"), (individually, a "Fund" and, collectively,
the "Funds"), of proxies to be voted at the Annual Meeting of Shareholders of
each Fund to be held on November 21, 2002 (for each Fund, an "Annual Meeting"
and, collectively, the "Annual Meetings"), and at any and all adjournments
thereof.

On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the nominees as listed in this Joint
Proxy Statement. Shareholders of any Fund who execute proxies may revoke them at
any time before they are voted by filing with that Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about October 23, 2002.

The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Fund's Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders of
one Fund will not affect the vote on the proposal by the shareholders of another
Fund.

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

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

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

For each Fund (except California Dividend, California Dividend 2, California
Dividend 3, California Premium, Florida Investment, Florida Quality and Insured
Florida, the "Massachusetts Business Trusts"), abstentions and broker non-votes
will be treated as shares voted

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

Those persons who were shareholders of record at the close of business on
September 24, 2002 will be entitled to one vote for each share held. As of
September 24, 2002, the shares of the Funds were issued and outstanding as
follows:

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FUND SYMBOL* COMMON SHARES MUNIPREFERRED
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California Dividend NAC 23,412,013 3,500 Series TH
3,500 Series F
California Dividend 2 NVX 14,790,660 2,200 Series M
2,200 Series F
California Dividend 3 NZH 24,112,833 3,740 Series M
3,740 Series TH
California Investment NQC 13,580,232 3,600 Series M
880 Series W
California Opportunity NCO 8,154,681 2,200 Series W
520 Series F
California Value NCA 25,241,808 N/A
California Performance NCP 12,965,767 1,800 Series T
640 Series W
1,800 Series F
California Premium NCU 5,774,216 1,720 Series M
California Quality NUC 21,956,097 1,400 Series M
3,000 Series W
3,000 Series F
California Select NVC 23,096,654 2,400 Series T
1,680 Series W
3,600 Series TH
Insured California NQF 6,438,911 1,800 Series T
Insured California 2 NUF 12,653,932 1,900 Series T
1,900 Series TH
Florida Investment NPC 16,466,824 3,080 Series T
2,200 Series F
Florida Quality NCL 14,200,759 1,700 Series M
1,700 Series TH
1,280 Series F
Insured Florida NFL 14,312,032 1,640 Series W
2,800 Series TH
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* The common shares of all the Funds are listed on the New York Stock Exchange
with the exception of California Dividend 2, California Dividend 3 and
California Premium which are listed on the American Stock Exchange.

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about October 23, 2002.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

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

A. FOR CALIFORNIA DIVIDEND, CALIFORNIA DIVIDEND 2, CALIFORNIA DIVIDEND 3,
CALIFORNIA INVESTMENT, CALIFORNIA OPPORTUNITY, CALIFORNIA PERFORMANCE,
CALIFORNIA PREMIUM, CALIFORNIA QUALITY, CALIFORNIA SELECT, INSURED CALIFORNIA,
INSURED CALIFORNIA 2, FLORIDA INVESTMENT, FLORIDA QUALITY AND INSURED FLORIDA.

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

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

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

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

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

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

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

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

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

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

Lawrence H. Brown(4) Board Member. Retired (August 1989) 117
7/29/34 Term of Office: as Senior Vice
201 Michigan Avenue 2002--All Funds, President of The
Highwood, IL 60040 except 2004-- Northern Trust
California Value Company.
Length of Time Served:
since 1993--All Funds
except 1999--
California Dividend
2001--California
Dividend 2 and
California Dividend 3

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

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

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

Judith M. Stockdale(3) Board Member. Executive Director, 117
12/29/47 Term of Office: Gaylord and Dorothy
35 East Wacker Drive 2002--All Funds, Donnelley Foundation
Suite 2600 except 2003-- (since 1994); prior
Chicago, IL 60601 California Value thereto, Executive
Length of Time Served: Director, Great Lakes
since 1997--All Funds Protection Fund (from
except 1999-- 1990 to 1994).
California Dividend
2001--California
Dividend 2 and
California Dividend 3
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* "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.

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

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

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

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

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

BENEFICIAL OWNERSHIP

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

DOLLAR RANGE AND NUMBER OF COMMON SHARES
--------------------------------------------------------------------------------

CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBERS DIVIDEND DIVIDEND 2 DIVIDEND 3 INVESTMENT OPPORTUNITY
-----------------------------------------------------------------------------------------------

Timothy R.
Schwertfeger(1) 0 0 0 0 0
Robert P. Bremner 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0
William J. Schneider 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0
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DOLLAR RANGE AND NUMBER OF COMMON SHARES
--------------------------------------------------------------------------------

CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBERS VALUE PERFORMANCE PREMIUM QUALITY SELECT
------------------------------------------------------------------------------------------------

DOLLAR RANGE AND NUMBER OF COMMON SHARES
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INSURED INSURED FLORIDA FLORIDA INSURED
BOARD MEMBERS CALIFORNIA CALIFORNIA 2 INVESTMENT QUALITY FLORIDA
-----------------------------------------------------------------------------------------------

Timothy R. Schwertfeger(1)... 0 0 0 0 0
Robert P. Bremner............ 0 0 0 0 0
Lawrence H. Brown............ 0 0 0 0 0
Anne E. Impellizzeri......... 0 0 0 0 0
Peter R. Sawers.............. 0 0 0 0 0
William J. Schneider......... 0 0 0 0 0
Judith M. Stockdale.......... 0 0 0 0 0
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DOLLAR RANGE OF EQUITY SECURITIES
--------------------------------------------------------------------------------

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

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

(1) For Mr. Schwertfeger, the amount reflected also includes shares held in
Nuveen's 401(k)/Profit Sharing Plan.

(2) The amounts reflect the aggregate dollar range of equity securities
beneficially owned by the Board Member in the Funds and in all Nuveen funds
overseen by each Board Member and reflects share equivalents of certain
Nuveen funds in which the Board Member is deemed to be invested pursuant to
the Deferred Compensation Plan for Independent Board Members, as more fully
described under "Compensation."

On July 31, 2002, Board Members and executive officers of the Funds as a group
beneficially owned 468,068 common shares of all funds managed by Nuveen Advisory
Corp. ("NAC" or the "Adviser") and Nuveen Institutional Advisory Corp. ("NIAC")
(includes Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitute less than 1% of the outstanding shares of
each Fund. As of September 24, 2002, the Board Members and executive officers of
the Funds as a group beneficially owned no outstanding common shares of each
Fund. As of September 24, 2002, the Board Members and executive officers of the
Funds did not own any shares of MuniPreferred. As of September 24, 2002, no
shareholder owned more than 5% of any class of shares of any Fund.

OTHER AFFILIATIONS OR RELATIONSHIPS OF BOARD MEMBERS

As of July 31, 2002, none of the Board Members who are not "interested persons"
of a Fund (as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) and who are not affiliated with Nuveen Investments
("Nuveen") or the Adviser (the

"Independent Board Members"), nor any immediate family member of an Independent
Board Member, owns shares of the Adviser or a principal underwriter of a Fund,
nor does any such person own shares of a company controlling, controlled by or
under common control with the Adviser or a principal underwriter of a Fund.

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

No Independent Board Member, nor any immediate family member of such a Board
Member, has had, in the past five years, any direct or indirect interest, the
value of which exceeds $60,000, in the Adviser or principal underwriter of the
Funds or in a person (other than a registered investment company) directly or
indirectly controlling, controlled by or under common control with, the Adviser
or principal underwriter of the Funds. Moreover, no Independent Board Member (or
immediate family member of any Independent Board Member) has, or has had in the
last two fiscal years of the Funds, any direct or indirect relationships or any
direct or indirect material interest in any transaction or series of
transactions or in any currently proposed transaction or series of transactions,
in which the amount involved exceeds $60,000, in which the following persons
were or are a party: the Funds, an officer of the Funds, any investment company
sharing the same Adviser or principal underwriter of the Funds or any officer of
such a party, any person directly or indirectly controlling, controlled by or
under common control with, the Adviser or principal underwriter of the Funds, or
any officer of such a person.

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

COMPENSATION

The Board Members affiliated with Nuveen Investments ("Nuveen") or Nuveen
Advisory Corp. (the "Adviser") serve without any compensation from the Funds.
The Independent Board Members receive a $15,000 quarterly retainer ($60,000
annually) for serving as a board member of all funds affiliated with Nuveen and
the Adviser and a $1,750 fee per day plus expenses for attendance in person or
by telephone at all meetings (including any committee meetings) held on a day on
which a regularly scheduled Board meeting is held, a $1,000 fee per day plus
expenses for attendance in person or a $500 fee per day plus expenses for
attendance by telephone at all meetings (including any committee meetings) held
on a day on which no regular Board meeting is held, and a $500 fee per day plus
expenses for attendance in person or $250 if by telephone at a meeting of any
committee. The annual retainer, fees and expenses are allocated among the funds
managed by the Adviser on the basis of relative net asset sizes although Fund
management may, in its discretion, establish a minimum amount to be allocated to
each Fund. Effective January 1, 1999, the Boards of certain Nuveen Funds (the
"Participating Funds") established a Deferred Compensation Plan for Independent

Board Members ("Deferred Compensation Plan"). Under the Deferred Compensation
Plan, Independent Board Members of the Participating Funds may defer receipt of
all, or a portion, of the compensation they earn for their services to the
Participating Funds, in lieu of receiving current payments of such compensation.
Any deferred amount is treated as though an equivalent dollar amount had been
invested in shares of one or more eligible Nuveen funds. Each Independent Board
Member, other than Mr. Brown, has elected to defer at least a portion of their
fees. Each of the Funds except California Opportunity, California Premium,
California Value, Insured California and California Dividend 3 are Participating
Funds under the Deferred Compensation Plan.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid (including deferred fees) for
service on the boards of the NAC Funds for the calendar year ended 2001. Mr.
Schwertfeger, a Board Member who is an interested person of each Fund, does not
receive any compensation from the Fund or any Nuveen Funds.

AGGREGATE COMPENSATION FROM THE FUNDS(1)
--------------------------------------------------------------------------------

Robert P. Bremner 742 469 577 457 274
Lawrence H. Brown 798 498 636 491 290
Anne E. Impellizzeri 624 459 577 384 274
Peter R. Sawers 649 441 736 399 271
William J. Schneider 646 447 577 398 274
Judith M. Stockdale 717 462 577 441 274
-------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)
--------------------------------------------------------------------------------

Robert P. Bremner 372 427 180 753 773
Lawrence H. Brown 393 459 190 810 831
Anne E. Impellizzeri 372 359 180 633 650
Peter R. Sawers 368 373 178 659 676
William J. Schneider 372 371 180 656 673
Judith M. Stockdale 372 412 180 728 746
--------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS(1)
--------------------------------------------------------------------------------

INSURED INSURED FLORIDA FLORIDA INSURED
BOARD MEMBERS CALIFORNIA CALIFORNIA 2 INVESTMENT QUALITY FLORIDA
------------------------------------------------------------------------------------------

Robert P. Bremner 212 401 492 432 435
Lawrence H. Brown 224 431 532 468 469
Anne E. Impellizzeri 212 337 396 348 359
Peter R. Sawers 210 351 429 377 390
William J. Schneider 212 349 413 362 376
Judith M. Stockdale 212 387 473 416 420
------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------------------------------

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

Robert P. Bremner $47,500
Lawrence H. Brown 38,150
Anne E. Impellizzeri 44,500
Peter R. Sawers 48,000
William J. Schneider 51,000
Judith M. Stockdale 48,000
----------------------------------------------------------------------------------

(1) Includes compensation for service on the Boards of the NAC Funds for the
fiscal year ended 2002, including deferred fees.

DEFERRED FEES
--------------------------------------------------------------------------------

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

California Dividend $100 624 649 646 150
California Dividend 2 $ 34 237 225 225 52
California Dividend 3 $ -- -- -- -- --
California Investment $ 61 384 399 398 92
California Opportunity $ -- -- -- -- --
California Value $ -- -- -- -- --
California Performance $ 57 359 373 371 86
California Premium $ -- -- -- -- --
California Quality $101 633 659 656 152
California Select $104 650 676 673 156
Insured California $ -- -- -- -- --
Insured California 2 $ 54 337 351 349 81
Florida Investment $ 66 396 429 413 98
Florida Quality $ 58 348 377 362 86
Insured Florida $ 60 359 390 376 89
-------------------------------------------------------------------------------------------

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

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

COMMITTEES

The Board Members serve on five standing committees: the executive committee,
the audit committee, the governance committee, the dividend committee and the
valuation committee.

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual

Board Member of the actions taken by the executive committee) or (ii) matters of
an administrative or ministerial nature. The executive committee of each Fund
held no meetings during their fiscal year except the executive committee of the
California Dividend 3 Fund held two meetings during its fiscal year.

Lawrence H. Brown and Timothy R. Schwertfeger are current members of the
dividend committee. The dividend committee is authorized to disclose
distributions on the Funds' shares including, but not limited to, regular and
special dividends, capital gains and ordinary income distributions. The dividend
committee of each Fund held five meetings during its last fiscal year.

Lawrence H. Brown and Judith M. Stockdale are current members of the valuation
committee for each Fund. The valuation committee oversees the Funds' Pricing
Procedures including, but not limited to, the review and approval of fair value
pricing determinations made by Nuveen's Valuation Group. The valuation committee
held one meeting during its last fiscal year.

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

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

The Board of each Fund with a June 30 fiscal year end (the Florida Funds) held
four regular quarterly meetings and one special board meeting during its last
fiscal year. Four regular meetings and one special board meeting were held by
the Board of each Fund with a August 31 fiscal year end (the California Funds).
During the last fiscal year, each Board Member attended 75% or more of each
Fund's Board meetings and the committee meetings (if a member thereof).

THE FUND'S OFFICERS

The following table sets forth information as of October 1, 2002 with respect to
each officer of the Funds, other than Mr. Schwertfeger, who is a Board Member
and is included in the table relating to nominees for the Board. Officers of the
Funds receive no compensation from the Funds. The officers of each Fund are
elected by the Board on an annual basis to serve until successors are elected
and qualified.

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

Michael T. Atkinson Vice President. Vice President (since 135
2/3/66 Term of Office: 2002. January 2002),
333 West Wacker Drive Length of Time Served: formerly, Assistant
Chicago, IL 60606 since 2002. Vice President (from
2000), previously,
Associate of Nuveen
Investments.

Paul L. Brennan Vice President. Vice President (since 130
11/10/66 Term of Office: 2002. January 2002),
333 West Wacker Drive Length of Time Served: formerly Assistant
Chicago, IL 60606 since 2002. Vice President (from
1997), of Nuveen
Advisory Corp.

Peter H. D'Arrigo Vice President and Vice President of 135
11/28/67 Treasurer. Nuveen Investments
333 West Wacker Drive Term of Office: 2002. (since January 1999),
Chicago, IL 60606 Length of Time Served: prior thereto,
since 1999. Assistant Vice
President (from
January 1997 to
January 1999);
formerly, Associate of
Nuveen Investments;
Vice President and
Treasurer of Nuveen
Senior Loan Asset
Management Inc. (since
September 1999);
Chartered Financial
Analyst.

Susan M. DeSanto Vice President. Vice President of 135
9/8/54 Term of Office: 2002. Nuveen Advisory Corp.
333 West Wacker Drive Length of Time Served: (since August 2001);
Chicago, IL 60606 since 2001. previously, Vice
President of Van
Kampen Investment
Advisory Corp. (from
1998); prior thereto,
Assistant Vice
President of Van
Kampen Investment
Advisory Corp. (from
1994).

Jessica R. Droeger Vice President. Vice President (since 135
9/24/64 Term of Office: 2002. January 2002) and
333 West Wacker Drive Length of Time Served: Assistant General
Chicago, IL 60606 since 2002. Counsel (since 1998),
formerly, Assistant
Vice President (from
May 1998) of Nuveen
Investments; Vice
President (since May
2002), and Assistant
Secretary (from 1998)
formerly, Assistant
Vice President of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.; prior thereto,
Associate at the law
firm D'Ancona Partners
LLC.

Lorna C. Ferguson Vice President. Vice President of 135
10/24/45 Term of Office: 2002. Nuveen Investments;
333 West Wacker Drive Length of Time Served: Vice President (since
Chicago, IL 60606 since 1998. January 1998) of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.

William M. Fitzgerald Vice President. Managing Director 135
3/2/64 Term of Office: 2002. (since 2001), formerly
333 West Wacker Drive Length of Time Served: Vice President (since
Chicago, IL 60606 since 1995. 1995) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;
Chartered Financial
Analyst.

Stephen D. Foy Vice President and Vice President of 135
5/31/54 Controller. Nuveen Investments and
333 West Wacker Drive Term of Office: 2002. (since May 1998) The
Chicago, IL 60606 Length of Time Served: John Nuveen Company;
since 1998. Vice President (since
September 1999) of
Nuveen Senior Loan
Management Inc.;
Certified Public
Accountant.

J. Thomas Futrell Vice President. Vice President of 130
7/5/55 Term of Office: 2002. Nuveen Advisory Corp.;
333 West Wacker Drive Length of Time Served: Chartered Financial
Chicago, IL 60606 since 1992 Analyst.

Richard A. Huber Vice President. Vice President of 130
3/26/63 Term of Office: 2002. Nuveen Institutional
333 West Wacker Drive Length of Time Served: Advisory Corp. (since
Chicago, IL 60606 since 1997 1998) and Nuveen
Advisory Corp. (since
1997).

Steve J. Krupa Vice President. Vice President of 130
8/21/57 Term of Office: 2002. Nuveen Advisory Corp.
333 West Wacker Drive Length of Time Served:
Chicago, IL 60606 since 1990.

David J. Lamb Vice President. Vice President (since 135
3/22/63 Term of Office: 2002. March 2000) of Nuveen
333 West Wacker Drive Length of Time Served: Investments,
Chicago, IL 60606 since 2000. previously Assistant
Vice President (from
January 1999); prior
thereto, Associate of
Nuveen Investments;
Certified Public
Accountant.

Tina M. Lazar Vice President. Vice President (since 135
8/27/61 Term of Office: 2002. 1999), previously,
333 West Wacker Drive Length of Time Served: Assistant Vice
Chicago, IL 60606 2002. President (since 1993)
of Nuveen Investments.

Larry W. Martin Vice President and Vice President, 135
7/27/51 Assistant Secretary. Assistant Secretary
333 West Wacker Drive Term of Office: 2002. and Assistant General
Chicago, IL 60606 Length of Time Served: Counsel of Nuveen
since 1988. Investments; Vice
President and
Assistant Secretary of
Nuveen Advisory Corp.,
Nuveen Institutional
Advisory Corp. and
Nuveen Senior Loan
Asset Management Inc.
(since September
1999); Assistant
Secretary of The John
Nuveen Company; and
Assistant Secretary of
Nuveen Asset
Management Inc. (since
January 1997).

Edward F. Neild, IV Vice President. Managing Director 135
7/7/65 Term of Office: 2002. (since 2002),
333 West Wacker Drive Length of Time Served: formerly, Vice
Chicago, IL 60606 since 1996. President (from
September 1996) of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.; Chartered
Financial Analyst.

Thomas J. Vice President. Vice President (since 130
O'Shaughnessy Term of Office: 2002. January 2002),
9/4/60 Length of Time Served: formerly, Assistant
333 West Wacker Drive since 2002. Vice President (from
Chicago, IL 60606 1998), of Nuveen
Advisory Corp.

Thomas C. Spalding, Vice President. Vice President of 130
Jr. Term of Office: 2002. Nuveen Advisory Corp.
7/31/51 Length of Time Served: and Nuveen
333 West Wacker Drive since 1982. Institutional Advisory
Chicago, IL 60606 Corp; Chartered
Financial Analyst.

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

AUDIT COMMITTEE REPORT

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

The Committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The Committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The Committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees). Each Fund's independent auditors
provided to the Committee the written disclosure required by Independent
Standards Board Standard No. 1 (Independent Discussions with Audit Committees),
and the Committee discussed with representatives of the independent auditor
their firm's independence. As provided in the Audit Committee Charter, it is not
the Committee's responsibility to determine, and the considerations and
discussions referenced above do not ensure, that each Fund's financial
statements are complete and accurate and presented in accordance with generally
accepted accounting principles.

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

The members of the Committee are:

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

AUDIT AND RELATED FEES

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

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

California Dividend $12,930 $0 $2,491
California Dividend 2 9,805 0 2,383
California Dividend 3 11,440 0 1,669
California Investment 9,720 0 2,380
California Opportunity 7,602 0 2,306
California Value 8,683 0 144
California Performance 9,369 0 2,367
California Premium 6,566 0 2,269
California Quality 13,051 0 2,496
California Select 13,270 0 2,503
Insured California 6,917 0 2,282
Insured California 2 9,090 0 2,358
Florida Investment 10,657 0 2,412
Florida Quality 9,901 0 2,386
Insured Florida 9,929 0 2,387
-----------------------------------------------------------------------------------------

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

APPOINTMENT OF INDEPENDENT AUDITORS

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

SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than 10%
of a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange or American Stock Exchange, as
applicable. These persons and entities are required by SEC regulation to furnish
the Funds with copies of all Section 16(a) forms they file. Based on a review of
these forms furnished to each Fund, each Fund believes that the Fund's Board
Members and officers, investment adviser and affiliated persons of the
investment adviser have complied with all applicable Section 16(a) filing
requirements during its last fiscal year except that late filings were made on
Form 3 on behalf of the Board Members and officers, investment advisor and
affiliated persons of the investment advisor for California Dividend 3. To the
knowledge of management of the Funds, no shareholder of a Fund owns more than
10% of a registered class of a Fund's equity securities.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

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

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2003, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than June 25, 2003. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than September 8, 2003. Timely
submission of a proposal does not mean that such proposal will be included.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers or employees of Nuveen Investments or Nuveen
Advisory Corp., or by dealers and their representatives.

FISCAL YEAR

The last fiscal year for each Florida Fund was June 30, 2002 and for each
California Fund was August 31, 2002.

ANNUAL REPORT DELIVERY

Annual reports for the Funds' fiscal year ended in 2002 were sent (Florida
Funds) or will be sent (California Funds) to shareholders of record of each Fund
following each Fund's fiscal year end. Each Fund will furnish, without charge, a
copy of its annual report and/or semi-annual report as available upon request.
Such written or oral requests should be directed to such Fund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.

GENERAL

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

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

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

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

Gifford R. Zimmerman
Vice President and Secretary

October 23, 2002

APPENDIX A
NUVEEN MANAGEMENT INVESTMENT COMPANIES
AUDIT COMMITTEE CHARTER

January 31, 2002

ORGANIZATION

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

STATEMENT OF POLICY

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

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

RESPONSIBILITIES

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

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

A-1

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

The audit Committee is responsible for the following:

Fund Financial Statements:

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

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

With respect to the independent auditors:

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

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

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

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

With respect to any internal auditor:

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

A-2

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

Other responsibilities:

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

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

11. Reviewing the reports of examinations by regulatory authorities.

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

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

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

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

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

A-3

NUVEEN INVESTMENTS LOGO

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NAC1102

[NUVEEN LOGO] NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN INVESTMENTS NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3
333 WEST WACKER DRIVE NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND
CHICAGO, IL 60606-1256 NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND

ANNUAL MEETING OF SHAREHOLDERS

COMMON SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 21, 2002

The annual meeting of shareholders will be held Thursday, November
21, 2002, at 10:00 a.m. Central Time, in the 31st Floor Conference
Room of Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois. At this meeting, you will be asked to vote on the
proposal described in the proxy statement attached. The undersigned
hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned to represent and vote the
shares of the undersigned at the annual meeting of shareholders to
be held on November 21, 2002, or any adjournment or adjournments
thereof.

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

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 1 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

------------------------------------------------------------------------------------------------------------------------------------
(NAME OF FUND)
Common Shares

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

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

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

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

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

NOTE: Please sign your name exactly as it appears on this proxy. If shares are held
jointly, each holder must sign the proxy. If you are signing on behalf of an
estate, trust, or corporation, please state your title or capacity.

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

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

ANNUAL MEETING OF SHAREHOLDERS

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 21, 2002

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

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 2 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
------------------------------------------------------------------------------------------------------------------------------------
(NAME OF FUND)
Preferred Shares

Vote On Proposal For Withhold For All To withhold authority to vote, mark "For
All All Except All Except" and write the nominee's
number on the line below.

ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale
06) William J. Schneider
07) Timothy R. Schwertfeger

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

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

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

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

NOTE: Please sign your name exactly as it appears on this proxy. If shares
are held jointly, each holder must sign the proxy. If you are signing on
behalf of an estate, trust, or corporation, please state your title or
capacity.

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

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