<DOCUMENT>
<TYPE>EX-99.K.1
<SEQUENCE>12
<FILENAME>dex99k1.txt
<DESCRIPTION>TRANSFER AGENCY AND SERVICE AGREEMENT
<TEXT>
<PAGE>

                      Transfer Agency and Service Agreement

                                      Among

               Each of the Nuveen Closed End Investment Companies

                           Listed on Exhibit A Hereto

                                       and

                       State Street Bank and Trust Company

<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
 1.  Appointment of Agent ...............................................    1

 2.  Standard Services ..................................................    2

 3.  Dividend Disbursing Services .......................................    3

 4.  Shareholder Internet Services ......................................    4

 5.  Fees and Expenses ..................................................    5

 6.  Representations and Warranties of the Transfer Agent ...............    6

 7.  Representations and Warranties of Fund .............................    7

 8.  Data Access and Proprietary Information ............................    7

 9.  Indemnification ....................................................    9

10.  Consequential Damages ..............................................   11

11.  Responsibilities of the Transfer Agent .............................   11

12.  Confidentiality ....................................................   12

13.  Covenants of the Fund and the Transfer Agent .......................   12

14.  Termination of Agreement ...........................................   13

15.  Assignment and Third Party Beneficiaries ...........................   14

16.  Subcontractors .....................................................   15

17.  Miscellaneous ......................................................   15

18.  Limitation of Liability ............................................   17

<PAGE>

AGREEMENT made as of the 7th day of October, 2002, by and among each of the
Nuveen closed-end investment companies listed on Exhibit A hereto, which may be
amended from time to time, each being either a Minnesota corporation or a
Massachusetts business trust as indicated on Exhibit A (each a "Fund" or the
"Fund"), and State Street Bank and Trust Company, a Massachusetts trust company,
having a principal office and place of business at 225 Franklin Street, Boston,
Massachusetts 02110 (the "Transfer Agent").

WHEREAS, the Fund desires to appoint the Transfer Agent as sole transfer agent,
registrar, administrator of dividend reinvestment plans, option plans, and
direct stock purchase plans, and as dividend disbursing agent and processor of
all payments received or made by Fund under this Agreement.

WHEREAS, the Transfer Agent desires to accept such appointments and perform the
services related to such appointments;

WHEREAS, the Board of Directors or Board of Trustees, as the case may be, of
each Fund has approved appointment of the Transfer Agent.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

1. Appointment of Agent.

     1.1  Appointments. The Fund hereby appoints the Transfer Agent to act as
          sole transfer agent and registrar for all Shares in accordance with
          the terms and conditions hereof and as administrator of plans and
          appoints the Transfer Agent as dividend disbursing agent and processor
          of all payments received or made by or on behalf of the Fund under
          this Agreement, and the Transfer Agent accepts the appointments. Fund
          shall provide Transfer Agent with certified copies of resolutions
          appointing the Transfer Agent as transfer agent.

     1.2  Documents. In connection with the appointing of Transfer Agent as the
          transfer agent and registrar for each Fund, the Fund will provide or
          has previously provided each of the following documents to the
          Transfer Agent:

          (a)  Copies (in paper, electronic or other agreed upon format) of
               Registration Statements and amendments thereto, filed with the
               Securities and Exchange Commission for initial public offerings;

          (b)  Specimens of all forms of outstanding stock certificates, in
               forms approved by the Board of Directors of the Fund, with a
               certificate of the Secretary of the Fund as to such approval; and

          (c)  Specimens of the Signatures of the officers of the Fund
               authorized to sign stock certificates and individuals authorized
               to sign written instructions and requests.

<PAGE>

     1.3  Records. Transfer Agent may adopt as part of its records all lists of
          holders, records of Fund's shares, books, documents and records which
          have been employed by any former agent of Fund for the maintenance of
          the ledgers for the Fund's shares, provided such ledger is certified
          by an officer of Fund or the prior transfer agent to be true,
          authentic and complete.

     1.4  Shares. Fund shall, if applicable, inform Transfer Agent as to (i) the
          existence or termination of any restrictions on the transfer of Shares
          and in the application to or removal from any certificate of stock of
          any legend restricting the transfer of such Shares or the substitution
          for such certificate of a certificate without such legend, (ii) any
          authorized but unissued Shares reserved for specific purposes, (iii)
          any outstanding Shares which are exchangeable for Shares and the basis
          for exchange, (iv) reserved Shares subject to option and the details
          of such reservation and (v) special instructions regarding dividends
          and information of foreign holders.

     1.5  Fund's Agent. Transfer Agent represents that it is engaged in an
          independent business and will perform its obligations under this
          Agreement as an agent of Fund.

2.  Standard Services.

     2.1  Transfer Agent Services. The Transfer Agent will perform the following
          services:

          In accordance with the procedures established from time to time by
          agreement between the Fund and the Transfer Agent, the Transfer Agent
          shall:

          (a)  issue and record the appropriate number of Shares as authorized
               and hold such Shares in the appropriate Shareholder account;

          (b)  effect transfers of Shares by the registered owners thereof upon
               receipt of appropriate documentation;

          (c)  act as agent for Shareholders pursuant to dividend reinvestment
               plans, and other investment programs as amended from time to time
               in accordance with the terms of the agreements relating thereto
               to which the Transfer Agent is or will be a party;

          (d)  issue replacement certificates for those certificates alleged to
               have been lost, stolen or destroyed upon receipt by the Transfer
               Agent of an open penalty surety bond satisfactory to it and
               holding it and the Fund harmless, absent notice to the Fund and
               the Transfer Agent that such certificates have been acquired by a
               bona fide purchaser. The Transfer Agent, at its option, may issue
               replacement certificates in place of mutilated stock certificates
               upon presentation thereof without such indemnity. Further, the
               Transfer Agent may at its sole option accept indemnification from
               the Fund to issue replacement certificates for those certificates
               alleged to have been lost, stolen or destroyed in lieu of an open
               penalty bond;

                                       2

<PAGE>

          (e)  prepare and transmit payments for dividends and distributions
               declared by the Fund, provided good funds for said dividends or
               distributions are received by the Transfer Agent prior to the
               scheduled payable date for said dividends or distributions;

          (f)  issue replacement checks and place stop orders on original checks
               based on shareholder's representation that a check was not
               received or was lost. Such stop orders and replacements will be
               deemed to have been made at the request of the Fund, and the Fund
               shall be responsible for all losses or claims resulting from such
               replacement; and

          (g)  Receive all payments made to the Fund or the Transfer Agent under
               any dividend reinvestment plan, direct stock purchase plan, and
               plans and make all payments required to be made under such plans,
               including all payments required to be made to the Fund.

     2.3  Customary Services. The Transfer Agent shall perform all the customary
          services of a transfer agent, agent of dividend reinvestment plan,
          cash purchase plan and other investment programs and of a dividend
          disbursing agent and a processor of payments as described above
          consistent with those requirements in effect as of the date of this
          Agreement.

     2.4  Unclaimed Property and Lost Shareholders. The Transfer Agent shall
          report unclaimed property to each state in compliance with state law
          and shall comply with Section 17Ad-17 of the Securities Exchange Act
          of 1934, as amended (the "Exchange Act"), for lost Shareholders. If
          the Fund is not in compliance with applicable state laws, there will
          be no charge for the first two years for this service for such Fund,
          other than a charge for due diligence notices (reflected on Schedule
          5.1) provided that after the first two years, the Transfer Agent will
          charge such Fund its then standard fee plus any out-of-pocket
          expenses.

     2.5  Certificates. The Fund shall deliver to Transfer Agent an appropriate
          supply of stock certificates, which certificates shall provide a
          signature panel for use by an officer of or authorized signor for
          Transfer Agent to sign as transfer agent and registrar, and which
          shall state that such certificates are only valid after being
          countersigned and registered.

3.  Dividend Disbursing Services.

     3.1  Declaration of Dividends. Upon receipt of a written notice from an
          officer of the Fund declaring the payment of a dividend, the Transfer
          Agent shall disburse such dividend payments provided that in advance
          of such payment, the Fund furnishes the Transfer Agent with sufficient
          funds. The payment of such funds to the Transfer Agent for the purpose
          of being available for the payment of dividend checks from time to
          time is not intended by the Fund to confer any rights in such funds on
          the Fund's Shareholders whether in trust or in contract or otherwise.

                                       3

<PAGE>

     3.2  Stop Payments. The Fund hereby authorizes the Transfer Agent to stop
          payment of checks issued in payment of dividends, but not presented
          for payment, when the payees thereof allege either that they have not
          received the checks or that such checks have been mislaid, lost,
          stolen, destroyed or, through no fault of theirs, are otherwise beyond
          their control and cannot be produced by them for presentation and
          collection, and the Transfer Agent shall issue and deliver duplicate
          checks in replacement thereof, and the Fund shall indemnify Transfer
          Agent against any loss or damage resulting from reissuance of the
          checks.

     3.3  Tax Withholding. The Transfer Agent is hereby authorized to deduct
          from all dividends declared by the Fund and disbursed by the Transfer
          Agent, as dividend disbursing agent, the tax required to be withheld
          pursuant to Sections 1441, 1442 and 3406 of the Internal Revenue Code
          of 1986, as amended, or by any Federal or State statutes subsequently
          enacted, and to make the necessary return and payment of such tax in
          connection therewith.

     3.4  Optional Services. To the extent that the Fund elects to engage the
          Transfer Agent to provide the services listed below the Fund shall
          engage the Transfer Agent to provide such services upon terms and fees
          to be agreed upon by the parties:

          (a)  Corporate actions (including inter alia, odd lot buy backs,
               exchanges, mergers, redemptions, subscriptions, capital
               reorganization, coordination of post-merger services and special
               meetings).

4. Shareholder Internet Services.

     4.1  Shareholder Internet Services. The Transfer Agent shall provide
          internet access to the Fund's shareholders through a designated web
          site ("Shareholder Internet Services"), which will be accessed by the
          Fund's shareholders via a link on the Fund's web site. The Shareholder
          Internet Services will be provided pursuant to established procedures
          and will allow shareholders to view their account information and
          perform certain on-line transaction request capabilities. The
          Shareholder Internet Services shall be provided at no additional
          charge, other than the transaction fees currently being charged for
          the different transactions as described on the Fee Schedule. The
          Transfer Agent reserves the right to charge a fee for this service in
          the future.

     4.2  Scope of Obligations. Transfer Agent shall at all times use reasonable
          care in performing Shareholder Internet Services under this Agreement.
          With respect to any claims for losses, damages, costs or expenses
          which may arise directly or indirectly from security procedures which
          Transfer Agent has implemented or omitted, Transfer Agent shall be
          presumed to have used reasonable care if it has followed, in all
          material respects, its security procedures then in effect. Transfer
          Agent's security procedures for shareholder Internet access reflect
          current industry standards and Transfer Agent shall modify such
          security procedures from time to time to reflect changes in industry
          standards. Transfer Agent also may, but shall not be required to,
          modify such security procedures to the extent it believes, in good
          faith, that such modifications will enhance the security of

                                       4

<PAGE>

          Shareholder Internet Services. All data and information transmissions
          accessed via Shareholder Internet Services are for informational
          purposes only, and are not intended to satisfy regulatory requirements
          or comply with any laws, rules, requirements or standards of any
          federal, state or local governmental authority, agency or industry
          regulatory body, including the securities industry, which compliance
          is the sole responsibility of the Fund.

     4.3  No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION
          4.2 OF THIS AGREEMENT, THE SHAREHOLDER INTERNET SERVICES ARE PROVIDED
          "AS-IS," ON AN "AS AVAILABLE" BASIS, AND TRANSFER AGENT HEREBY
          SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES,
          EXPRESS OR IMPLIED, REGARDING SUCH SERVICES PROVIDED BY TRANSFER AGENT
          HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
          FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM
          COURSE OF DEALING OR COURSE OF PERFORMANCE.

5. Fees and Expenses

     5.1  Fee Schedule. For the performance by the Transfer Agent pursuant to
          this Agreement, the Fund agrees to pay the Transfer Agent an annual
          maintenance fee for each Shareholder account as set forth in the
          attached fee schedule ("Schedule 5.1"). Such fees and out-of-pocket
          expenses and advances identified under Section 5.2 below may be
          changed from time to time subject to mutual written agreement between
          the Fund and the Transfer Agent.

     5.2  Out-of-Pocket Expenses. In addition to the fee paid under Section 5.1
          above, the Fund agrees to reimburse the Transfer Agent for
          out-of-pocket expenses, including but not limited to postage,
          confirmation statements, investor statements, audio response,
          telephone calls, records retention/storage, customized
          programming/enhancements, federal wire fees, transcripts, microfilm,
          microfiche, disaster recovery, hardware at the Fund's facility,
          telecommunications/network configuration, forms, sales taxes,
          exchange and broker fees, or advances incurred by the Transfer Agent
          for the items set out in Schedule 5.1 attached hereto. Out-of-pocket
          expenses may include the costs to Transfer Agent of certain
          administrative expenses so long as such expenses are described in
          reasonable detail on the applicable invoice. In addition, any other
          expenses incurred by the Transfer Agent at the request or with the
          consent of the Fund, will be reimbursed by the Fund.

     5.3  Postage. Postage for mailing of dividends, proxies, Fund reports and
          other mailings to all shareholder accounts shall be advanced to the
          Transfer Agent by the Fund at least seven (7) days prior to the
          mailing date of such materials.

     5.4  Invoices. The Fund agrees to pay all fees and reimbursable expenses
          within thirty (30) days following the receipt of the respective
          invoice, except for any fees or expenses that are subject to good
          faith dispute. In the event of such a

                                       5

<PAGE>

          dispute, the Fund may only withhold that portion of the fee or expense
          subject to the good faith dispute. The Fund shall notify the Transfer
          Agent in writing within twenty-one (21) calendar days following the
          receipt of each invoice if the Fund is disputing any amounts in good
          faith. If the Fund does not provide such notice of dispute within the
          required time, the invoice will be deemed accepted by the Fund. The
          Fund shall settle such disputed amounts within five (5) days of the
          day on which the parties agree on the amount to be paid by payment of
          the agreed amount. If no agreement is reached, then such disputed
          amounts shall be settled as may be required by law or legal process.

     5.5  Cost of Living Adjustment. For each year following the Initial Term,
          unless the parties shall otherwise agree and provided that the service
          mix and volumes remain consistent as previously provided in the
          Initial Term, the total fee for all services shall equal the fee that
          would be charged for the same services based on a fee rate (as
          reflected in a fee rate schedule) increased by the percentage increase
          for the twelve-month period of such previous calendar year of the
          CPI-W (defined below) or, in the event that publication of such index
          is terminated, any successor or substitute index, appropriately
          adjusted, acceptable to both parties. As used herein, "CPI-W" shall
          mean the Consumer Price Index for Urban Wage Earners and Clerical
          Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period:
          1982-84=100), as published by the United States Department of Labor,
          Bureau of Labor Statistics.

     5.6  Late Payments. If any undisputed amount in an invoice of the Transfer
          Agent (for fees or reimbursable expenses) is not paid when due, the
          Fund shall pay the Transfer Agent interest thereon (from the due date
          to the date of payment) at a per annum rate equal to one percent
          (1.0%) plus the Prime Rate (that is, the base rate on corporate loans
          posted by large domestic banks) published by The Wall Street Journal
          (or, in the event such rate is not so published, a reasonably
          equivalent published rate selected by the Fund) on the first day of
          publication during the month when such amount was due. Notwithstanding
          any other provision hereof, such interest rate shall be no greater
          than permitted under applicable provisions of Massachusetts law.

     5.7  Bank Accounts. The Fund acknowledges that the bank demand deposit
          accounts ("DDAs") maintained by the Transfer Agent in connection with
          the Services will be in its name and that the Transfer Agent may
          receive investment earnings in connection with the investment of
          funds, at the Transfer Agent's risk and for its benefit, held in those
          accounts from time to time.

6. Representations and Warranties of the Transfer Agent

     The Transfer Agent represents and warrants to the Fund that:

     6.1  It is a trust company duly organized and existing and in good standing
          under the laws of The Commonwealth of Massachusetts.

     6.2  It is duly qualified to carry on its business in The Commonwealth of
          Massachusetts.

                                       6

<PAGE>

     6.3  It is empowered under applicable laws and by its Charter and By-Laws
          to enter into and perform this Agreement.

     6.4  All requisite corporate proceedings have been taken to authorize it to
          enter into and perform this Agreement.

     6.5  It has and will continue to have access to the necessary facilities,
          equipment and personnel to perform its duties and obligations under
          this Agreement.

7. Representations and Warranties of Fund

     Each Fund represents and warrants to the Transfer Agent that:

     7.1  It is a business trust or corporation (as indicated on Exhibit A) duly
          organized and existing and in good standing under the laws of its
          state of organization.

     7.2  It is empowered under applicable laws and by its organizational
          documents to enter into and perform this Agreement.

     7.3  All corporate proceedings required by said organizational documents
          have been taken to authorize it to enter into and perform this
          Agreement.

     7.4  It is a closed-end management investment company registered under the
          Investment Company Act of 1940, as amended.

     7.5  A registration statement under the Securities Act of 1933, as amended
          is currently effective and will remain effective, and appropriate
          state securities law filings have been made and will continue to be
          made, with respect to all Shares of the Fund being offered for sale.

8. Data Access and Proprietary Information

     8.1  The Fund acknowledges that the databases, computer programs, screen
          formats, report formats, interactive design techniques, and
          documentation manuals furnished to the Fund by the Transfer Agent as
          part of the Fund's ability to access certain Fund-related data ("Fund
          Data") maintained by the Transfer Agent on databases under the control
          and ownership of the Transfer Agent or other third party ("Data Access
          Services") constitute copyrighted, trade secret, or other proprietary
          information (collectively, "Proprietary Information") of substantial
          value to the Transfer Agent or other third party. In no event shall
          Proprietary Information be deemed Fund Data. The Fund agrees to treat
          all Proprietary Information as proprietary to the Transfer Agent and
          further agrees that it shall not divulge any Proprietary Information
          to any person or organization except as may be provided hereunder.
          Without limiting the foregoing, the Fund agrees for itself and its
          employees and agents to:

          (a)  Use such programs and databases (i) solely on computers of the
               Fund or its management company, or (ii) solely from equipment at
               the location agreed to

                                       7

<PAGE>

               between the Fund and the Transfer Agent and (iii) solely in
               accordance with the Transfer Agent's applicable user
               documentation;

          (b)  Refrain from copying or duplicating in any way (other than in the
               normal course of performing processing on computers of the Fund
               or its management company), the Proprietary Information;

          (c)  Refrain from obtaining unauthorized access to any portion of the
               Proprietary Information, and if such access is inadvertently
               obtained, to inform in a timely manner of such fact and dispose
               of such information in accordance with the Transfer Agent's
               instructions;

          (d)  Refrain from causing or allowing information transmitted from the
               Transfer Agent's computer to computers of the Fund or its
               management company to be retransmitted to any other computer
               terminal or other device except as expressly permitted by the
               Transfer Agent (such permission not to be unreasonably withheld);

          (e)  Allow the Fund to have access only to those authorized
               transactions as agreed to between the Fund and the Transfer
               Agent; and

          (f)  Honor all reasonable written requests made by the Transfer Agent
               to protect at the Transfer Agent's expense the rights of the
               Transfer Agent in Proprietary Information at common law, under
               federal copyright law and under other federal or state law.

     8.2  Proprietary Information shall not include all or any portion of any of
          the foregoing items that: (i) are or become publicly available without
          breach of this Agreement; (ii) are released for general disclosure by
          a written release by the Transfer Agent; or (iii) are already in the
          possession of the receiving party at the time of receipt without
          obligation of confidentiality or breach of this Agreement.

     8.3  The Fund acknowledges that its obligation to protect the Transfer
          Agent's Proprietary Information is essential to the business interest
          of the Transfer Agent and that the disclosure of such Proprietary
          Information in breach of this Agreement would cause the Transfer Agent
          immediate, substantial and irreparable harm, the value of which would
          be extremely difficult to determine. Accordingly, the parties agree
          that, in addition to any other remedies that may be available in law,
          equity, or otherwise for the disclosure or use of the Proprietary
          Information in breach of this Agreement, the Transfer Agent shall be
          entitled to seek and obtain a temporary restraining order, injunctive
          relief, or other equitable relief against the continuance of such
          breach.

     8.4  If the Fund notifies the Transfer Agent that any of the Data Access
          Services do not operate in material compliance with the most recently
          issued user documentation for such services, the Transfer Agent shall
          use its best efforts to correct such failure in a timely manner.
          Organizations from which the Transfer Agent may obtain certain data
          included in the Data Access Services are solely responsible for the
          contents of such data and the Fund agrees to make no claim

                                       8

<PAGE>

          against the Transfer Agent arising out of the contents of such
          third-party data, including, but not limited to, the accuracy thereof.
          DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
          SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
          AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL
          WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
          LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
          A PARTICULAR PURPOSE.

     8.5  If the transactions available to the Fund include the ability to
          originate electronic instructions to the Transfer Agent in order to
          (i) effect the transfer or movement of cash or Shares or (ii) transmit
          Shareholder information or other information, then in such event the
          Transfer Agent shall be entitled to rely on the validity and
          authenticity of such instruction without undertaking any further
          inquiry as long as such instruction is undertaken in conformity with
          security procedures established by the Transfer Agent from time to
          time.

     8.6  Each party shall take reasonable efforts to advise its employees of
          their obligations pursuant to this Section 8. The obligations of this
          Section shall survive any termination of this Agreement.

9.   Indemnification.

     9.1  The Transfer Agent shall not be responsible for, and the Fund shall
          indemnify and hold the Transfer Agent harmless from and against, any
          and all losses, claims, damages, costs, charges, counsel fees and
          expenses, payments, expenses and liability arising out of or
          attributable to:

          (a)  All actions of the Transfer Agent or its agents or subcontractors
               required to be taken pursuant to this Agreement, provided such
               actions are taken in good faith and without negligence or willful
               misconduct;

          (b)  The Fund's lack of good faith, negligence or willful misconduct
               or the breach of any representation or warranty of the Fund
               hereunder;

          (c)  The reasonable reliance or use by the Transfer Agent or its
               agents or subcontractors of information, records and documents
               data, stock certificates or services, which are received by the
               Transfer Agent or its agents or subcontractors by machine
               readable input, facsimile, CRT data entry, electronic
               instructions or other similar means authorized by the Fund, and
               which have been prepared, maintained or performed by the Fund or
               any other person or firm on behalf of the Fund including but not
               limited to any broker-dealer, TPA or previous transfer agent;

          (d)  The reasonable reliance or use by the Transfer Agent or its
               agents or subcontractors of any paper or document reasonably
               believed to be genuine and to have been signed by the proper
               person or persons including Shareholders or electronic
               instruction from Shareholders submitted through electronic means
               pursuant to the security procedures for such electronic
               communication established by the Transfer Agent;



                                       9

<PAGE>

          (e)  The reasonable reliance on, or the carrying out by the Transfer
               Agent or its agents or subcontractors of any instructions or
               requests of the Fund's representatives;

          (f)  The offer or sale of Shares in violation of any federal or state
               securities laws requiring that such Shares be registered or in
               violation of any stop order or other determination or ruling by
               any federal or state agency with respect to the offer or sale of
               such Shares;

          (g)  The negotiation and processing of any checks including without
               limitation for deposit into the Fund's DDA maintained by the
               Transfer Agent in accordance with the procedures mutually agreed
               upon by the parties;

          (h)  Any actions taken or omitted to be taken by any former agent of
               the Fund and arising from Transfer Agent's reliance on the
               certified list of holders; and

          (i)  The negotiation, presentment, delivery or transfer of Shares
               through the Direct Registration System Profile System.

     9.2  Instructions. At any time the Transfer Agent may apply to any officer
          of the Fund for instruction, and may consult with legal counsel for
          the Transfer Agent or the Fund with respect to any matter arising in
          connection with the services to be performed by the Transfer Agent
          under this Agreement, and Transfer Agent and its agents and
          subcontractors shall not be liable and shall be indemnified by the
          Fund for any action taken or omitted by it in reliance upon such
          instructions or upon the advice or opinion of such counsel. The
          Transfer Agent, its agents and subcontractors shall be protected and
          indemnified in acting upon any paper or document reasonably believed
          to be genuine and to have been signed by the proper person or persons,
          or upon any instruction, information, data, records or documents
          provided the Transfer Agent or its agents or subcontractors by
          telephone, in person, machine readable input, telex, CRT data entry or
          similar means authorized by the Fund, and shall not be held to have
          notice of any change of authority of any person, until receipt of
          written notice thereof from the Fund. The Transfer Agent, its agents
          and subcontractors shall also be protected and indemnified in
          recognizing stock certificates which are reasonably believed to bear
          the proper manual or facsimile signatures of officers of the Fund, and
          the proper countersignature of any former transfer agent or former
          registrar, or of a co-transfer agent or co-registrar.

     9.3. Standard of Care. The Transfer Agent shall at all times act in good
          faith and agrees to use its best efforts within reasonable limits to
          ensure the accuracy of all services performed under this Agreement,
          but assumes no responsibility and shall not be liable for loss or
          damage due to errors, including encoding and payment processing
          errors, unless said errors are caused by its negligence, bad faith, or
          willful misconduct or that of its employees or agents.

     9.4. Notice. In order that the indemnification provisions contained in this
          Section shall apply, upon the assertion of a claim for which the Fund
          may be required to

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<PAGE>
          indemnify the Transfer Agent, the Transfer Agent shall promptly notify
          the Fund of such assertion, and shall keep the Fund advised with
          respect to all developments concerning such claim. The Fund shall have
          the option to participate with the Transfer Agent in the defense of
          such claim or to defend against said claim in its own name or the name
          of the Transfer Agent. The Transfer Agent shall in no case confess any
          claim or make any compromise in any case in which the Fund may be
          required to indemnify it except with the Fund's prior written consent.

10.  Consequential Damages.

     NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
     CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED
     TO, LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY PROVISION OF
     THIS AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.  Responsibilities of the Transfer Agent.

     The Transfer Agent undertakes the duties and obligations imposed by this
     Agreement upon the following terms and conditions, by all of which the
     Fund, by its acceptance hereof, shall be bound:

     11.1 Whenever in the performance of its duties hereunder the Transfer Agent
          shall deem it necessary or desirable that any fact or matter be proved
          or established prior to taking or suffering any action hereunder, such
          fact or matter may be deemed to be conclusively proved and established
          by a certificate signed by an officer of the Fund and delivered to the
          Transfer Agent. Such certificate shall be full authorization to the
          recipient for any action taken or suffered in good faith by it under
          the provisions of this Agreement in reliance upon such certificate.

     11.2 The Fund agrees that it will perform, execute, acknowledge and deliver
          or cause to be performed, executed, acknowledged and delivered all
          such further and other acts, instruments and assurances as may
          reasonably be required by the Transfer Agent for the carrying out, or
          performing by the Transfer Agent of the provisions of this Agreement.

     11.3 Transfer Agent, any of its affiliates or subsidiaries, and any
          stockholder, director, officer or employee of the Transfer Agent may
          buy, sell or deal in the securities of the Fund or become pecuniarily
          interested in any transaction in which the Fund may be interested, or
          contract with or lend money to the Fund or otherwise act as fully and
          freely as though it were not appointed as agent under this Agreement.
          Nothing herein shall preclude the Transfer Agent from acting in any
          other capacity for the Fund or for any other legal entity.

     11.4 No provision of this Agreement shall require the Transfer Agent to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties hereunder or in the
          exercise of its rights if it shall believe in

                                       11

<PAGE>

          good faith that repayment of such funds or adequate indemnification
          against such risk or liability is not reasonably assured to it.

12.  Confidentiality

     12.1 The Transfer Agent and the Fund agree that they will not, at any time
          during the term of this Agreement or after its termination, reveal,
          divulge, or make known to any person, firm, corporation or other
          business organization, any Fund customer lists, trade secrets, cost
          figures and projections, profit figures and projections, or any other
          secret or confidential information whatsoever, whether of the Transfer
          Agent or of the Fund, used or gained by the Transfer Agent or the Fund
          during performance under this Agreement. The Fund and the Transfer
          Agent further covenant and agree to retain all such knowledge and
          information acquired during and after the term of this Agreement
          respecting such lists, trade secrets, or any secret or confidential
          information whatsoever in trust for the sole benefit of the Transfer
          Agent or the Fund and their successors and assigns. In the event of
          breach of the foregoing by either party, the remedies provided by
          Section 8.3 shall be available to the party whose confidential
          information is disclosed. The above prohibition of disclosure shall
          not apply to the extent that the Transfer Agent must disclose such
          data to its sub-contractor or the Fund's agent for purposes of
          providing services under this Agreement.

     12.2 In the event that any requests or demands are made for the inspection
          of the Shareholder records of the Fund, other than request for records
          of Shareholders pursuant to standard subpoenas from state or federal
          government authorities (i.e., divorce and criminal actions), the
          Transfer Agent will endeavor to notify the Fund and to secure
          instructions from an authorized officer of the Fund as to such
          inspection. The Transfer Agent expressly reserves the right, however,
          to exhibit the Shareholder records to any person whenever it is
          advised by counsel that it may be held liable for the failure to
          exhibit the Shareholder records to such person or if required by law
          or court order.

13.  Covenants of the Fund and the Transfer Agent

     13.1 Documentation. The Fund shall promptly furnish to the Transfer Agent
          the following:

          (a)  A certified copy of the resolution of the Board of Trustees or
               the Board of Directors of the Fund authorizing the appointment of
               the Transfer Agent and the execution and delivery of this
               Agreement; and

          (b)  A copy (in paper, electronic or other agreed upon format) of the
               organizational documents of the Fund and all amendments thereto.

     13.2 Facilities. The Transfer Agent hereby agrees to establish and maintain
          facilities and procedures reasonably acceptable to the Fund for
          safekeeping of stock certificates, check forms and facsimile signature
          imprinting devices, if any; and for the preparation or use, and for
          keeping account of, such certificates, forms and devices.



                                       12

<PAGE>

     13.3 Records. The Transfer Agent shall keep records relating to the
          services to be performed hereunder, in the form and manner as it may
          deem advisable. The Transfer Agent agrees that all such records
          prepared or maintained by it relating to the services performed
          hereunder are the property of the Fund and will be preserved,
          maintained and made available in accordance with the requirements of
          law, and will be surrendered promptly to the Fund on and in accordance
          with its request.

     13.4 Non-Solicitation of Transfer Agent Employees. The Fund shall not
          attempt to hire or assist with the hiring of an employee of the
          Transfer Agent or of its affiliated companies or encourage any
          employee to terminate their relationship with the Transfer Agent or
          its affiliated companies.

14.  Termination of Agreement

     14.1 Term. The initial term of this Agreement (the "Initial Term") shall be
          three (3) years from the date first stated above unless terminated
          pursuant to the provisions of this Section 14. Unless a terminating
          party gives written notice to the other party one hundred and twenty
          (120) days before the expiration of the Initial Term or any Renewal
          Term, this Agreement will renew automatically from year to year (each
          such year-to-year renewal term a "Renewal Term"). One hundred and
          twenty (120) days before the expiration of the Initial Term or a
          Renewal Term the parties to this Agreement will agree upon a Fee
          Schedule for the upcoming Renewal Term. Otherwise, the fees shall be
          increased pursuant to Section 5.5 of this Agreement.

     14.2 Early Termination. Notwithstanding anything contained in this
          Agreement to the contrary, should the Fund desire to move any of its
          services provided by the Transfer Agent hereunder to a successor
          service provider prior to the expiration of the then current Initial
          or Renewal Term, or without the required notice, the Transfer Agent
          shall make a good faith effort to facilitate the conversion on such
          prior date; however, there can be no guarantee or assurance that the
          Transfer Agent will be able to facilitate a conversion of services on
          such prior date. In connection with the foregoing, should this
          Agreement be terminated by the Fund for any reason other than a
          material breach of the Agreement by the Transfer Agent and the
          services be converted to a successor service provider, or if the Fund
          is liquidated or its assets merged or purchased or the like with or by
          another entity which does not utilize the services of the Transfer
          Agent, the fees payable to the Transfer Agent shall be calculated as
          if the services had been performed by the Transfer Agent until the
          expiration of the then current Initial or Renewal Term and calculated
          at the asset and/or Shareholder account levels, as the case may be, on
          the date notice of termination was given to the Transfer Agent. In
          addition to the forgoing, in the event that the Fund terminates this
          Agreement during the Initial Term, other than due to a material breach
          of the Agreement by the Transfer Agent, then the Fund will reimburse
          the Transfer Agent in an amount equal to the cost of conversion and
          implementation, which will be subject to a pro rata reduction over the
          Initial Term. The payment of all fees to the Transfer Agent as set
          forth herein shall be accelerated to the business

                                       13

<PAGE>

          day immediately prior to the conversion or termination of services or
          such later date or dates as may be mutually agreed by the parties.

     14.3 Expiration of Term. During the Initial Term or Renewal Term, whichever
          currently is in effect, should either party exercise its right to
          terminate, all out-of-pocket expenses or costs associated with the
          movement of records and material will be borne by the Fund.
          Additionally, the Transfer Agent reserves the right to charge for any
          other reasonable expenses associated with such termination.

     14.4 Confidential Information. Upon termination of this Agreement, each
          party shall return to the other party all copies of confidential or
          proprietary materials or information received from such other party
          hereunder, other than materials or information required to be retained
          by such party under applicable laws or regulations.

     14.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement
          immediately upon an unpaid invoice payable by the Fund to the Transfer
          Agent being outstanding for more than ninety (90) days, except with
          respect to any amount subject to a good faith dispute within the
          meaning of Section 5.4 of this Agreement.

     14.6 Bankruptcy. Either party hereto may terminate this Agreement by notice
          to the other party, effective at any time specified therein, in the
          event that (a) the other party ceases to carry on its business or (b)
          an action is commenced by or against the other party under Title 11 of
          the United States Code or a receiver, conservator or similar officer
          is appointed for the other party and such suit, conservatorship or
          receivership is not discharged within sixty (60) days.

15.  Assignment and Third Party Beneficiaries

     15.1 Except as provided in Section 16.1 below, neither this Agreement nor
          any rights or obligations hereunder may be assigned by either party
          without the written consent of the other party. Any attempt to do so
          in violation of this Section shall be void. Unless specifically stated
          to the contrary in any written consent to an assignment, no assignment
          will release or discharge the assignor from any duty or responsibility
          under this Agreement.

     15.2 Except as explicitly stated elsewhere in this Agreement, nothing under
          this Agreement shall be construed to give any rights or benefits in
          this Agreement to anyone other than the Transfer Agent and the Fund,
          and the duties and responsibilities undertaken pursuant to this
          Agreement shall be for the sole and exclusive benefit of the Transfer
          Agent and the Fund. This Agreement shall inure to the benefit of and
          be binding upon the parties and their respective permitted successors
          and assigns.

     15.3 This Agreement does not constitute an agreement for a partnership or
          joint venture between the Transfer Agent and the Fund. Other than as
          provided in

                                       14

<PAGE>

          Section 16.1, neither party shall make any commitments with third
          parties that are binding on the other party without the other party's
          prior written consent.

16.  Subcontractors

     16.1 The Transfer Agent may, without further consent on the part of the
          Fund, subcontract for the performance hereof with (i) Boston Financial
          Data Services, Inc., a Massachusetts corporation ("Boston Financial")
          which is duly registered as a transfer agent pursuant to Section
          17A(c)(2) of the Securities Exchange Act of 1934, as amended, (ii) a
          Boston Financial subsidiary duly registered as a transfer agent or
          (iii) a Boston Financial affiliate duly registered as a transfer
          agent; provided however, that the Transfer Agent shall be as fully
          responsible to the Fund for the acts and omissions of such
          subcontractor as it is for its own acts and omissions.

     16.2 Nothing herein shall impose any duty upon the Transfer Agent in
          connection with or make the Transfer Agent liable for the actions or
          omissions to act of unaffiliated third parties such as by way of
          example and not limitation, Airborne Services, Federal Express, United
          Parcel Service, the U.S. Mails, the NSCC and telecommunication
          companies, provided, if the Transfer Agent selected such company, the
          Transfer Agent shall have exercised due care in selecting the same.

17.  Miscellaneous

     17.1 Amendment. This Agreement may be amended or modified by a written
          amendment executed by the parties hereto and, to the extent required,
          authorized or approved by a resolution of the Board of Directors of
          the Fund.

     17.2 Massachusetts Law to Apply. This Agreement shall be construed and the
          provisions thereof interpreted under and in accordance with the laws
          of The Commonwealth of Massachusetts.

     17.3 Force Majeure. Notwithstanding anything to the contrary contained
          herein, neither party shall be liable for any delays or failures in
          performance resulting from acts beyond its reasonable control
          including, without limitation, acts of God, acts of war or terrorism,
          shortage of supply, breakdowns or malfunctions, interruptions or
          malfunction of computer facilities, or loss of data due to power
          failures or mechanical difficulties with information storage or
          retrieval systems, labor difficulties or civil unrest. Notwithstanding
          the foregoing, in the event of such an occurrence, each party agrees
          to make a good faith effort to perform its obligations hereunder.

     17.4 Survival. All provisions regarding indemnification, warranty,
          liability, and limits thereon, and confidentiality and/or protections
          of proprietary rights and trade secrets shall survive the termination
          of this Agreement.

     17.5 Severability. If any term, provision, covenant or restriction of this
          Agreement is held by a court of competent jurisdiction or other
          authority to be invalid, void or unenforceable, the remainder of the
          terms, provision, covenants and restrictions

                                       15

<PAGE>

            of this Agreement shall remain in full force and effect and shall in
            no way be affected, impaired or invalidated.

     17.6   Successors. All the covenants and provisions of this agreement by or
            for the benefit of the Fund or the Transfer Agent shall bind and
            inure to the benefit of their respective successors and assigns
            hereunder.

     17.7   Priorities Clause. In the event of any conflict, discrepancy or
            ambiguity between the terms and conditions contained in this
            Agreement and any Schedules or attachments hereto, the terms and
            conditions contained in this Agreement shall take precedence.

     17.8   Waiver. No waiver by either party or any breach or default of any of
            the covenants or conditions herein contained and performed by the
            other party shall be construed as a waiver of any succeeding breach
            of the same or of any other covenant or condition.

     17.9   Merger of Agreement. This Agreement constitutes the entire agreement
            between the parties hereto and supersedes any prior agreement with
            respect to the subject matter hereof whether oral or written.

     17.10  Counterparts. This Agreement may be executed by the parties hereto
            on any number of counterparts, and all of said counterparts taken
            together shall be deemed to constitute one and the same instrument.

     17.11  Reproduction of Documents. This Agreement and all schedules,
            exhibits, attachments and amendments hereto may be reproduced by any
            photographic, photostatic, microfilm, micro-card, miniature
            photographic or other similar process. The parties hereto each agree
            that any such reproduction shall be admissible in evidence as the
            original itself in any judicial or administrative proceeding,
            whether or not the original is in existence and whether or not such
            reproduction was made by a party in the regular course of business,
            and that any enlargement, facsimile or further reproduction shall
            likewise be admissible in evidence.

     17.12  Notices. Any notice or communication by the Transfer Agent or the
            Fund to the other is duly given if in writing and delivered in
            person or mailed by first class mail, postage prepaid, telex,
            telecopier or overnight air courier guaranteeing next day delivery,
            to the other's address:

            (a)   If to the Transfer Agent, to:

                  State Street Bank and Trust Company
                  c/o Boston Financial Data Services, Inc.
                  2 Heritage Drive, 4th Floor
                  North Quincy, Massachusetts 02171
                  Attention: Legal Department
                  Facsimile: (617) 483-2490

                                       16

<PAGE>

            (b)   If to the Fund, to:

                  Nuveen Funds
                  c/o Nuveen Investments
                  333 W. Wacker Drive
                  Suite 3300
                  Chicago, IL  60606

                  Attn:  General Counsel
                  Facsimile:  (312) 917-7952

The Transfer Agent and the Fund may, by notice to the other, designate
additional or different addresses for subsequent notices or communications.

Section 18.  Limitation of Liability

     For each Fund that is a business trust, the Fund's Declaration of Trust is
     on file with the Secretary of The Commonwealth of Massachusetts. This
     Agreement is executed on behalf of each such Fund by the Fund's officers as
     officers and not individually. The obligations imposed upon each such Fund
     by this Agreement are not binding upon any of the Fund's Trustees, officers
     or shareholders individually but are binding only upon the assets and
     property of the Fund.

                                       17

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.

                                     FUND


                                     BY: /s/ Tina M. Lazar
                                        ----------------------------------------
                                     as an Authorized Officer on behalf of each
                                     of the Funds indicated on Exhibit A


ATTEST:

/s/ Sheri Snowden
-----------------------------------


                                     STATE STREET BANK AND TRUST
                                       COMPANY



                                     BY: /s/ Joseph L. Hooley
                                         ---------------------------------------
                                             Executive Vice President


ATTEST:

/s/ Joanne M. Henthorn
------------------------------------


                                       18

<PAGE>

                                   SCHEDULE A

                             NUVEEN CLOSED-END FUNDS

Nuveen Municipal Value Fund, Inc. +
Nuveen California Municipal Value Fund, Inc. +
Nuveen New York Municipal Value Fund, Inc. +
Nuveen Municipal Income Fund, Inc. +
Nuveen Select Maturities Municipal Fund *
Nuveen Premium Income Municipal Fund, Inc. +
Nuveen Performance Plus Municipal Fund, Inc. +
Nuveen California Performance Plus Municipal Fund, Inc. +
Nuveen New York Performance Plus Municipal Fund, Inc. +
Nuveen Municipal Advantage Fund, Inc.  +
Nuveen Municipal Market Opportunity Fund, Inc. +
Nuveen California Municipal Market Opportunity Fund, Inc. +
Nuveen Investment Quality Municipal Fund, Inc. +
Nuveen California Investment Quality Municipal Fund, Inc. +
Nuveen New York Investment Quality Municipal Fund, Inc. +
Nuveen Insured Quality Municipal Fund, Inc. +
Nuveen Florida Investment Quality Municipal Fund *
Nuveen New Jersey Investment Quality Municipal Fund, Inc. +
Nuveen Pennsylvania Investment Quality Municipal Fund  *
Nuveen Select Quality Municipal Fund, Inc.  +
Nuveen California Select Quality Municipal Fund, Inc.  +
Nuveen New York Select Quality Municipal Fund, Inc.  +
Nuveen Quality Income Municipal Fund, Inc.  +
Nuveen Insured Municipal Opportunity Fund, Inc. +
Nuveen Florida Quality Income Municipal Fund *
Nuveen Michigan Quality Income Municipal Fund, Inc.  +
Nuveen Ohio Quality Income Municipal Fund, Inc. +
Nuveen Texas Quality Income Municipal Fund *
Nuveen California Quality Income Municipal Fund, Inc. +
Nuveen New York Quality Income Municipal Fund, Inc. +
Nuveen Premier Municipal Income Fund, Inc. +
Nuveen Premier Insured Municipal Income Fund, Inc. +
Nuveen Premium Income Municipal Fund 2, Inc. +
Nuveen Arizona Premium Income Municipal Fund, Inc. +
Nuveen Insured California Premium Income Municipal Fund, Inc. +
Nuveen Insured Florida Premium Income Municipal Fund *
Nuveen Michigan Premium Income Municipal Fund, Inc. +
Nuveen New Jersey Premium Income Municipal Fund, Inc. +
Nuveen Insured New York Premium Income Municipal Fund, Inc. +
Nuveen Premium Income Municipal Fund 4, Inc. +
Nuveen Insured California Premium Income Municipal Fund 2, Inc. +
Nuveen Maryland Premium Income Municipal Fund *
Nuveen Massachusetts Premium Income Municipal Fund *
Nuveen Pennsylvania Premium Income Municipal Fund 2 *
Nuveen Virginia Premium Income Municipal Fund *
Nuveen Connecticut Premium Income Municipal Fund *
Nuveen Georgia Premium Income Municipal Fund *
Nuveen Missouri Premium Income Municipal Fund *
Nuveen North Carolina Premium Income Municipal Fund *
Nuveen California Premium Income Municipal Fund  *

                                       19

<PAGE>

                               SCHEDULE A (cont'd)

                             NUVEEN CLOSED-END FUNDS

Nuveen Insured Premium Income Municipal Fund 2 *
Nuveen California Dividend Advantage Municipal Fund *
Nuveen New York Dividend Advantage Municipal Fund*
Nuveen Dividend Advantage Municipal Fund *
Nuveen Arizona Dividend Advantage Municipal Fund *
Nuveen Connecticut Dividend Advantage Municipal Fund *
Nuveen Maryland Dividend Advantage Municipal Fund *
Nuveen Massachusetts Dividend Advantage Municipal Fund *
Nuveen North Carolina Dividend Advantage Municipal Fund *
Nuveen Virginia Dividend Advantage Municipal Fund *
Nuveen Dividend Advantage Municipal Fund 2 *
Nuveen California Dividend Advantage Municipal Fund 2 *
Nuveen New Jersey Dividend Advantage Municipal Fund *
Nuveen New York Dividend Advantage Municipal Fund 2 *
Nuveen Ohio Dividend Advantage Municipal Fund *
Nuveen Pennsylvania Dividend Advantage Municipal Fund *
Nuveen Dividend Advantage Municipal Fund 3 *
Nuveen California Dividend Advantage Municipal Fund 3 *
Nuveen Georgia Dividend Advantage Municipal Fund *
Nuveen Maryland Dividend Advantage Municipal Fund 2 *
Nuveen Michigan Dividend Advantage Municipal Fund *
Nuveen Ohio Dividend Advantage Municipal Fund 2 *
Nuveen North Carolina Dividend Advantage Municipal Fund 2 *
Nuveen Virginia Dividend Advantage Municipal Fund 2 *
Nuveen Insured Dividend Advantage Municipal Fund *
Nuveen Insured California Dividend Advantage Municipal Fund *
Nuveen Insured New York Dividend Advantage Municipal Fund *
Nuveen Arizona Dividend Advantage Municipal Fund 2 *
Nuveen Connecticut Dividend Advantage Municipal Fund 2 *
Nuveen New Jersey Dividend Advantage Municipal Fund 2 *
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 *
Nuveen Ohio Dividend Advantage Municipal Fund 3 *
Nuveen Select Tax-Free Income Portfolio *
Nuveen Select Tax-Free Income Portfolio 2 *
Nuveen California Select Tax-Free Income Portfolio *
Nuveen New York Select Tax-Free Income Portfolio *
Nuveen Select Tax-Free Income Portfolio 3 *
Nuveen Senior Income Fund *
Nuveen Real Estate Income Fund *
Nuveen Quality Preferred Income Fund *
Nuveen Arizona Dividend Advantage Municipal Fund 3*
Nuveen Connecticut Dividend Advantage Municipal Fund 3*

                                       20

<PAGE>

                               SCHEDULE A (cont'd)

                             NUVEEN CLOSED-END FUNDS

Nuveen Georgia Dividend Advantage Municipal Fund 2*
Nuveen Maryland Dividend Advantage Municipal Fund 3*
Nuveen North Carolina Dividend Advantage Municipal Fund 3*
Nuveen Quality Preferred Income Fund 2*
Nuveen Floating Rate Fund*
Nuveen Insured Tax-Free Advantage Municipal Fund*
Nuveen Insured New York Tax-Free Advantage Municipal Fund*
Nuveen Insured California Tax-Free Advantage Municipal Fund*
Nuveen Insured Florida Tax-Free Advantage Municipal Fund*
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund*
-----------------------------------------------
+ Minnesota Corporation
* Massachusetts Business Trust

FUND                                                 STATE STREET BANK AND TRUST
                                                                COMPANY

BY: /s/ Tina M. Lazar                          BY: /s/ Joseph L. Hooley
   ---------------------------------------        ------------------------------
as an Authorized Officer on behalf of each
of the Funds indicated above


                                       21

</TEXT>
</DOCUMENT>
