<DOCUMENT>
<TYPE>EX-99.H.1
<SEQUENCE>5
<FILENAME>dex99h1.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>

                                _________ SHARES

           NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                                                               November __, 2002

Salomon Smith Barney Inc.
Nuveen Investments
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated
Crowell, Weedon & Co.
Raymond James & Associates, Inc.
RBC Dain Rauscher, Inc.
Wachovia Securities, Inc.
Wedbush Morgan Securities Inc.

As Representatives of the Several Underwriters

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

          The undersigned, Nuveen Insured California Tax-Free Advantage
Municipal Fund, a Massachusetts business trust (the "Fund"), and Nuveen Advisory
Corp., a Delaware corporation (the "Manager"), address you as Underwriters and
as the representatives (the "Representatives") of each of the other persons,
firms and corporations, if any, listed in Schedule I hereto (herein collectively
called "Underwriters"). The Fund proposes to issue and sell an aggregate of
_______ shares (the "Firm Shares") of its common shares of beneficial interest,
$.01 par value per share (the "Common Shares"), to the several Underwriters. The
Fund also proposes to sell to the Underwriters, upon the terms and conditions
set forth in Section 2 hereof, up to an additional _______ Common Shares (the
"Additional Shares"). The Firm Shares and Additional Shares are hereinafter
collectively referred to as the "Shares".

          The Fund and the Manager wish to confirm as follows their agreements
with you and the other several Underwriters on whose behalf you are acting in
connection with the several purchases of the Shares by the Underwriters.

<PAGE>


          The Fund is entering into an investment management agreement with the
Manager dated _______, 2002, a master custodian agreement with State Street Bank
and Trust Company dated _______, 2002 and a transfer agency and service
agreement with State Street Bank and Trust Company dated _______, 2002 and such
agreements are herein referred to as the "Management Agreement", the "Custodian
Agreement" and the "Transfer Agency Agreement", respectively. Collectively, the
Management Agreement, the Custodian Agreement and the Transfer Agency Agreement
are herein referred to as the "Fund Agreements". This Underwriting Agreement is
herein referred to as the "Agreement".

          1.  Registration Statement and Prospectus.The Fund has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended (the
"1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"),
and the rules and regulations of the Commission under the 1933 Act (the "1933
Act Rules and Regulations") and the 1940 Act (the "1940 Act Rules and
Regulations" and together with the 1933 Act Rules and Regulations, the "Rules
and Regulations") a registration statement on Form N-2 (File Nos. 333-100323 and
811-21212) under the 1933 Act and the 1940 Act and may pursuant to the Rules and
Regulations prepare and file an additional registration statement relating to a
portion of the Shares pursuant to Rule 462(b) of the 1933 Act Rules and
Regulations (a "462(b) Registration Statement") (collectively, the "registration
statement"), including a prospectus (including any statement of additional
information) relating to the Shares and a notification of registration of the
Fund as an investment company under the 1940 Act on Form N-8A (the "1940 Act
Notification"). The term "Registration Statement" as used in this Agreement
means the registration statement (including all financial schedules and
exhibits), as amended at the time it becomes effective under the 1933 Act or, if
the registration statement became effective under the 1933 Act prior to the
execution of this Agreement, as amended or supplemented at the time it became
effective prior to the execution of this Agreement, and includes any information
deemed to be included by Rule 430A under the 1933 Act Rules and Regulations. If
it is contemplated, at the time this Agreement is executed, that a
post-effective amendment to the registration statement will be filed under the
1933 Act and must be declared effective before the offering of the Shares may
commence, the term "Registration Statement" as used in this Agreement means the
registration statement as amended by said post-effective amendment. For the
avoidance of doubt, if the Fund has filed a 462(b) Registration Statement, the
term "Registration Statement" as used in this Agreement shall include such
462(b) Registration Statement. The term "Prospectus" as used in this Agreement
means the prospectus (including the statement of additional information) in the
form included in the Registration Statement or, if the prospectus (including the
statement of additional information) included in the Registration Statement
omits information in reliance on Rule 430A and such information is included in a
prospectus (including the statement of additional information) filed with the
Commission pursuant to Rule 497(h) under the 1933 Act Rules and Regulations, the
term "Prospectus" as used in this Agreement means the prospectus (including the
statement of additional information) in the form included in the Registration
Statement as supplemented by the addition of the information contained in the
prospectus (including the statement of additional information) filed with the
Commission pursuant to Rule 497(h). The term "Prepricing Prospectus" as used in
this Agreement means the prospectus (including the statement of additional
information) subject to completion in the form included in the registration

                                        2

<PAGE>

statement at the time of the initial filing of the registration statement with
the Commission and as such prospectus (including the statement of additional
information) shall have been amended from time to time prior to the date of the
Prospectus, together with any other prospectus (including any other statement of
additional information) relating to the Fund other than the Prospectus.

          The Fund has furnished the Representatives with copies of such
registration statement, each amendment to such registration statement filed with
the Commission and each Prepricing Prospectus.

          2.  Agreements to Sell and Purchase. The Fund hereby agrees, subject
to all the terms and conditions set forth herein, to issue and to sell to each
Underwriter and, upon the basis of the representations, warranties and
agreements of the Fund and the Manager herein contained and subject to all of
the other terms and conditions set forth herein, each Underwriter agrees,
severally and not jointly, to purchase from the Fund at a purchase price per
share of $14.325 per Share (the "purchase price per share"), the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto (or
such number of Firm Shares increased as set forth in Section 10 hereof).

          The Fund also agrees, subject to all the terms and conditions set
forth herein, to issue and to sell to the Underwriters and, upon the basis of
the representations, warranties and agreements of the Fund and the Manager
herein contained and subject to all the terms and conditions set forth herein,
the Underwriters shall have the right to purchase from the Fund, at the purchase
price per share, pursuant to an option (the "over-allotment option") which may
be exercised at any time and from time to time prior to 9:00 P.M., New York City
time, on the 45th day after the date of the Prospectus (or if such 45th day
shall be a Saturday or a Sunday or a holiday, on the next business day
thereafter when the New York Stock Exchange (the "NYSE") is open for trading) up
to an aggregate of _______ Additional Shares. Additional Shares may be purchased
solely for the purpose of covering over-allotments made in connection with the
offering of the Firm Shares. Upon any exercise of the over-allotment option,
upon the basis of the representations, warranties and agreements of the Fund and
the Manager herein contained and subject to all of the other terms and
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Fund the number of Additional Shares (subject to such
adjustments as you may determine to avoid fractional shares) which bears the
same proportion to the number of Additional Shares to be purchased by the
Underwriters as the number of Firm Shares set forth opposite the name of such
Underwriter in Schedule I (or such number of Firm Shares increased as set forth
in Section 10 hereof) bears to the aggregate number of Firm Shares.

          3.  Terms of Public Offering.The Fund and the Manager have been
advised by you that the Underwriters propose to make a public offering of their
respective portions of the Firm Shares as soon after the Registration Statement
and this Agreement have become effective as in your judgment is advisable and
initially to offer the Firm Shares upon the terms set forth in the Prospectus.

          4.  Delivery of Shares and Payments Therefor.

                                        3

<PAGE>


          (a) Delivery to the Underwriters of and payment to the Fund for the
     Firm Shares shall be made at the office of Salomon Smith Barney Inc., 388
     Greenwich Street, New York, New York 10013 or through the facilities of the
     Depository Trust Company or another mutually agreeable facility, at 9:00
     A.M., New York City time, on November __, 2002 (the "Closing Date"). The
     place of closing for the Firm Shares and the Closing Date may be varied by
     agreement between you and the Fund.

          (b) Delivery to the Underwriters of and payment to the Fund for any
     Additional Shares to be purchased by the Underwriters shall be made at the
     aforementioned office of Salomon Smith Barney Inc., or through the
     facilities of the Depository Trust Company or another mutually agreeable
     facility, at such time on such date (an "Option Closing Date"), which may
     be the same as the Closing Date, but shall in no event be earlier than the
     Closing Date nor earlier than two nor later than three business days after
     the giving of the notice hereinafter referred to, as shall be specified in
     a written notice from you on behalf of the Underwriters to the Fund of the
     Underwriters' determination to purchase a number, specified in said notice,
     of Additional Shares. The place of closing for any Additional Shares and
     the Option Closing Date for such Additional Shares may be varied by
     agreement between you and the Fund.

          (c) Certificates for the Firm Shares and for any Additional Shares
     shall be registered in such names and in such denominations as you shall
     request prior to 1:00 P.M., New York City time, (i) in respect of the Firm
     Shares, on the second business day preceding the Closing Date and (ii) in
     respect of Additional Shares, on the day of the giving of the written
     notice in respect of such Additional Shares. Such certificates will be made
     available to you in New York City for inspection and packaging not later
     than 9:00 A.M., New York City time, on the business day next preceding the
     Closing Date or any Option Closing Date, as the case may be. The
     certificates evidencing the Firm Shares and any Additional Shares to be
     purchased hereunder shall be delivered to you on the Closing Date or the
     Option Closing Date, as the case may be, through the facilities of the
     Depository Trust Company or another mutually agreeable facility, against
     payment of the purchase price therefor in immediately available funds to
     the order of the Fund.

     5. Agreements of the Fund and the Manager. The Fund and the Manager,
jointly and severally, agree with the several Underwriters as follows:

          (a) If, at the time this Agreement is executed and delivered, it is
     necessary for the Registration Statement or a post-effective amendment
     thereto to be declared effective under the 1933 Act before the offering of
     the Firm Shares may commence, the Fund will use its reasonable best efforts
     to cause the Registration Statement or such post-effective amendment to
     become effective under the 1933 Act as soon as possible. If the
     Registration Statement has become effective and the Prospectus contained
     therein omits certain information at the time of effectiveness pursuant to
     Rule 430A of the 1933 Act Rules and Regulations, the Fund will file a
     Prospectus including such information pursuant to Rule 497(h) of the 1933
     Act Rules and Regulations, as promptly as practicable, but no later than
     the second business day following the earlier of the date of

                                        4

<PAGE>

     the determination of the offering price of the Shares or the date the
     Prospectus is first used after the effective date of the Registration
     Statement. If the Registration Statement has become effective and the
     Prospectus contained therein does not so omit such information, the Fund
     will file a Prospectus pursuant to Rule 497 (c) or (j) of the 1933 Act
     Rules and Regulations as promptly as practicable, but no later than the
     fifth business day following the date of the later of the effective date of
     the Registration Statement or the commencement of the public offering of
     the Shares after the effective date of the Registration Statement. The Fund
     will advise you promptly and, if requested by you, will confirm such advice
     in writing (i) when the Registration Statement or such post-effective
     amendment has become effective, (ii) when the Prospectus has been timely
     filed pursuant to Rule 497(c) or Rule 497(h) of the 1933 Act Rules and
     Regulations or the certification permitted pursuant to Rule 497(j) of the
     1933 Act Rules and Regulations has been timely filed, whichever is
     applicable.

          (b) The Fund will advise you promptly and, if requested by you, will
     confirm such advice in writing: (i) of any request made by the Commission
     for amendment of or a supplement to the Registration Statement, any
     Prepricing Prospectus or the Prospectus (or any amendment or supplement to
     any of the foregoing) or for additional information, (ii) of the issuance
     by the Commission, the National Association of Securities Dealers, Inc.
     (the "NASD"), any state securities commission, any national securities
     exchange, any arbitrator, any court or any other governmental, regulatory,
     self-regulatory or administrative agency or any official of any order
     suspending the effectiveness of the Registration Statement, prohibiting or
     suspending the use of the Prospectus, any Prepricing Prospectus or any
     sales material (as hereinafter defined), of any notice pursuant to Section
     8(e) of the 1940 Act, of the suspension of qualification of the Shares for
     offering or sale in any jurisdiction, or the initiation or contemplated
     initiation of any proceeding for any such purposes, (iii) of receipt by the
     Fund, the Manager, any affiliate of the Fund or the Manager or any
     representative or attorney of the Fund or the Manager of any other material
     communication from the Commission, the NASD, any state securities
     commission, any national securities exchange, any arbitrator, any court or
     any other governmental, regulatory, self-regulatory or administrative
     agency or any official relating to the Fund (if such communication relating
     to the Fund is received by such person within three years after the date of
     this Agreement), the Registration Statement, the 1940 Act Notification, the
     Prospectus, any Prepricing Prospectus, any sales material (as hereinafter
     defined) (or any amendment or supplement to any of the foregoing), this
     Agreement or any of the Fund Agreements and (iv) within the period of time
     referred to in paragraph (f) below, of any material adverse change in the
     condition (financial or other), business, prospects, properties, net assets
     or results of operations of the Fund or the Manager or of the happening of
     any event which makes any statement of a material fact made in the
     Registration Statement, the Prospectus, any Prepricing Prospectus or any
     sales material (as hereinafter defined) (or any amendment or supplement to
     any of the foregoing) untrue or which requires the making of any additions
     to or changes in the Registration Statement, the Prospectus, any Prepricing
     Prospectus or any sales materials (as hereinafter defined) (or any
     amendment or supplement to any of the foregoing) in order to state a
     material fact required by the 1933 Act, the 1940 Act or the Rules and

                                        5

<PAGE>

     Regulations to be stated therein or necessary in order to make the
     statements therein (in the case of a prospectus, in light of the
     circumstances under which they were made) not misleading or of the
     necessity to amend or supplement the Registration Statement, the
     Prospectus, any Prepricing Prospectus or any sales material (as hereinafter
     defined) (or any amendment or supplement to any of the foregoing) to comply
     with the 1933 Act, the 1940 Act, the Rules and Regulations or any other law
     or order of any court or regulatory body. If at any time the Commission,
     the NASD, any state securities commission, any national securities
     exchange, any arbitrator, any court or any other governmental, regulatory,
     self-regulatory or administrative agency or any official shall issue any
     order suspending the effectiveness of the Registration Statement,
     prohibiting or suspending the use of the Prospectus, any Prepricing
     Prospectus or any sales material (as hereinafter defined) (or any amendment
     or supplement to any of the foregoing) or suspending the qualification of
     the Shares for offering or sale in any jurisdiction, the Fund will use its
     reasonable best efforts to obtain the withdrawal of such order at the
     earliest possible time.

          (c) The Fund will furnish to you, without charge, three signed copies
     of the registration statement and the 1940 Act Notification as originally
     filed with the Commission and of each amendment thereto, including
     financial statements and all exhibits thereto (except any post-effective
     amendment required by Rule 8b-16 of the 1940 Act Rules and Regulations
     which is filed with the Commission after the later of (x) one year from the
     date of this Agreement and (y) the date on which the distribution of the
     Shares is completed) and will also furnish to you, without charge, such
     number of conformed copies of the registration statement as originally
     filed and of each amendment thereto (except any post-effective amendment
     required by Rule 8b-16 of the 1940 Act Rules and Regulations which is filed
     with the Commission after the later of (x) one year from the date of this
     Agreement and (y) the date on which the distribution of the Shares is
     completed), with or without exhibits, as you may reasonably request.

          (d) The Fund will not (i) file any amendment to the Registration
     Statement or make any amendment or supplement to the Prospectus, any
     Prepricing Prospectus or any sales material (as hereinafter defined) (or
     any amendment or supplement to any of the foregoing) of which you shall not
     previously have been advised or to which you shall reasonably object within
     a reasonable time after being so advised or (ii) so long as, in the opinion
     of counsel for the Underwriters, a Prospectus is required to be delivered
     in connection with sales by any Underwriter or dealer, file any
     information, documents or reports pursuant to the Securities Exchange Act
     of 1934, as amended (the "1934 Act"), without delivering a copy of such
     information, documents or reports to you, as Representatives of the
     Underwriters, prior to or concurrently with such filing.

          (e) Prior to the execution and delivery of this Agreement, the Fund
     has delivered to you, without charge, in such quantities as you have
     reasonably requested, copies of each form of any Prepricing Prospectus. The
     Fund consents to the use, in accordance with the provisions of the 1933 Act
     and with the securities or Blue Sky laws of the jurisdictions in which the
     Shares are offered by the several Underwriters and by dealers,

                                        6

<PAGE>

     prior to the date of the Prospectus, of each Prepricing Prospectus so
     furnished by the Fund.

          (f) As soon after the execution and delivery of this Agreement as
     possible and thereafter from time to time, for such period as in the
     opinion of counsel for the Underwriters a prospectus is required by the
     1933 Act to be delivered in connection with sales of Shares by any
     Underwriter or dealer, the Fund will expeditiously deliver to each
     Underwriter and each dealer, without charge, as many copies of the
     Prospectus (and of any amendment or supplement thereto) as you may
     reasonably request. The Fund consents to the use of the Prospectus (and of
     any amendments or supplements thereto) in accordance with the provisions of
     the 1933 Act and with the securities or Blue Sky laws of the jurisdictions
     in which the Shares are offered by the several Underwriters and by all
     dealers to whom Shares may be sold, both in connection with the offering or
     sale of the Shares and for such period of time thereafter as the Prospectus
     is required by law to be delivered in connection with sales of Shares by
     any Underwriter or dealer. If during such period of time any event shall
     occur that in the judgment of the Fund or in the opinion of counsel for the
     Underwriters is required to be set forth in the Prospectus (as then amended
     or supplemented) or should be set forth therein in order to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading or if it is necessary to supplement or amend the
     Prospectus to comply with the 1933 Act, the 1940 Act, the Rules and
     Regulations or any other law, rule or regulation, the Fund will forthwith
     prepare and, subject to the provisions of paragraph (d) above, file with
     the Commission an appropriate amendment or supplement thereto and will
     expeditiously furnish to the Underwriters and dealers, without charge, such
     number of copies thereof as they shall reasonably request. In the event
     that the Prospectus is to be amended or supplemented, the Fund, if
     requested by you, will promptly issue a press release announcing or
     disclosing the matters to be covered by the proposed amendment or
     supplement.

          (g) The Fund will cooperate with you and with counsel for the
     Underwriters in connection with the registration or qualification of the
     Shares for offering and sale by the several Underwriters and by dealers
     under the securities or Blue Sky laws of such jurisdictions as you may
     designate and will file such consents to service of process or other
     documents necessary or appropriate in order to effect such registration or
     qualification; provided that in no event shall the Fund be obligated to
     qualify to do business in any jurisdiction where it is not now so qualified
     or to take any action which would subject it to service of process in
     suits, other than those arising out of the offering or sale of the Shares,
     in any jurisdiction where it is not now so subject.

          (h) The Fund will make generally available to its security holders an
     earnings statement, which need not be audited, covering a twelve-month
     period commencing after the effective date of the Registration Statement
     and ending not later than 15 months thereafter, as soon as practicable
     after the end of such period, which earnings statement shall satisfy the
     provisions of Section 11(a) of the 1933 Act and Rule 158 of the 1933 Act
     Rules and Regulations.

                                        7

<PAGE>

          (i) The Fund will comply with the undertaking set forth in paragraph 6
     of Item 33 of Part C of the Registration Statement.

          (j) During the period of five years hereafter, the Fund will furnish
     to you (i) as soon as available, a copy of each report of the Fund mailed
     to shareholders or filed with the Commission and (ii) from time to time
     such other information concerning the Fund as you may reasonably request.

          (k) If this Agreement shall terminate or shall be terminated after
     execution pursuant to any provisions hereof (other than pursuant to the
     second paragraph of Section 10 hereof or by notice given by you terminating
     this Agreement pursuant to Section 10 or Section 11 hereof) or if this
     Agreement shall be terminated by the Underwriters because of any failure or
     refusal on the part of the Fund or the Manager to comply with the terms or
     fulfill any of the conditions of this Agreement, the Fund and the Manager,
     jointly and severally, agree to reimburse the Representatives for all
     out-of-pocket expenses (including fees and expenses of counsel for the
     Underwriters) incurred by you in connection herewith, but the Fund and the
     Manager shall in no event be liable for any internal cost of the
     Underwriters or any loss of anticipated profits or speculative,
     consequential or similar damages for such termination.

          (l) The Fund will direct the investment of the net proceeds of the
     offering of the Shares in such a manner as to comply with the investment
     objectives, policies and restrictions of the Fund as described in the
     Prospectus.

          (m) The Fund will file the requisite copies of the Prospectus with the
     Commission in a timely fashion pursuant to Rule 497(c) or Rule 497(h) of
     the 1933 Act Rules and Regulations, whichever is applicable or, if
     applicable, will file in a timely fashion the certification permitted by
     Rule 497(j) of the 1933 Act Rules and Regulations and will advise you of
     the time and manner of such filing.

          (n) Except as provided in this Agreement or pursuant to any dividend
     reinvestment plan of the Fund in effect on the date hereof, the Fund will
     not sell, contract to sell or otherwise dispose of, any Common Shares or
     any securities convertible into or exercisable or exchangeable for Common
     Shares or grant any options or warrants to purchase Common Shares, for a
     period of 180 days after the date of the Prospectus, without the prior
     written consent of Salomon Smith Barney Inc.

          (o) Except as stated in this Agreement and in the Prospectus, neither
     the Fund nor the Manager has taken, nor will it take, directly or
     indirectly, any action designed to or that might reasonably be expected to
     cause or result in stabilization or manipulation of the price of the Common
     Shares.

          (p) The Fund will use its reasonable best efforts to have the Common
     Shares listed, subject to notice of issuance, on the American Stock
     Exchange (the "AMEX") concurrently with the effectiveness of the
     Registration Statement and to comply with the rules and regulations of such
     exchange.

                                        8

<PAGE>

     6. Representations and Warranties of the Fund and the Manager.  The Fund
and the Manager, jointly and severally, represent and warrant to each
Underwriter that:

          (a) Each Prepricing Prospectus included as part of the registration
     statement as originally filed or as part of any amendment or supplement
     thereto complied when so filed in all material respects with the provisions
     of the 1933 Act, the 1940 Act and the Rules and Regulations.

          (b) The Registration Statement, in the form in which it became or
     becomes effective and also in such form as it may be when any
     post-effective amendment thereto shall become effective and the Prospectus
     and any amendment or supplement thereto when filed with the Commission
     under Rule 497 of the 1933 Act Rules and Regulations and the 1940 Act
     Notification when originally filed with the Commission and any amendment or
     supplement thereto when filed with the Commission complied or will comply
     in all material respects with the provisions of the 1933 Act, the 1940 Act
     and the Rules and Regulations and did not or will not at any such times
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein (in the case of a prospectus, in light of the circumstances under
     which they were made) not misleading; except that this representation and
     warranty does not apply to statements in or omissions from the Registration
     Statement or the Prospectus (or any amendment or supplement thereto) made
     in reliance upon and in conformity with information relating to any
     Underwriter furnished to the Fund in writing by or on behalf of any
     Underwriter through you expressly for use therein.

          (c) All the outstanding Common Shares of the Fund have been duly
     authorized and validly issued, are fully paid and, except as described in
     the Registration Statement, nonassessable and are free of any preemptive or
     similar rights; the Shares have been duly authorized and, when issued and
     delivered to the Underwriters against payment therefor in accordance with
     the terms hereof, will be validly issued, fully paid and, except as
     described in the Registration Statement, nonassessable and free of any
     preemptive or similar rights and the capital stock of the Fund conforms to
     the description thereof in the Registration Statement and the Prospectus
     (and any amendment or supplement to either of them).

          (d) The Fund has been duly formed and is validly existing in good
     standing as a business trust under the laws of The Commonwealth of
     Massachusetts, with full power and authority to own, lease and operate its
     properties and to conduct its business as described in the Registration
     Statement and the Prospectus (and any amendment or supplement to either of
     them) and is duly registered and qualified to conduct business and is in
     good standing in each jurisdiction or place where the nature of its
     properties or the conduct of its business requires such registration or
     qualification, except where the failure so to register or to qualify does
     not have a material, adverse effect on the condition (financial or other),
     business, properties, net assets or results of operations of the Fund. The
     Fund has no subsidiaries.

                                        9

<PAGE>

          (e) There are no legal or governmental proceedings pending or, to the
     knowledge of the Fund, threatened, against the Fund or to which the Fund or
     any of its properties is subject, that are required to be described in the
     Registration Statement or the Prospectus (or any amendment or supplement to
     either of them) but are not described as required by the 1933 Act, the 1940
     Act or the Rules and Regulations and there are no agreements, contracts,
     indentures, leases or other instruments that are required to be described
     in the Registration Statement or the Prospectus (or any amendment or
     supplement to either of them) or to be filed as an exhibit to the
     Registration Statement that are not described or filed as required by the
     1933 Act, the 1940 Act or the Rules and Regulations.

          (f) The Fund is not in violation of its Declaration of Trust or
     By-Laws or in material violation of any material law, ordinance,
     administrative or governmental rule or regulation applicable to the Fund or
     of any material decree of the Commission, the NASD, any state securities
     commission, any national securities exchange, any arbitrator, any court or
     any other governmental, regulatory, self-regulatory or administrative
     agency or any official having jurisdiction over the Fund or in breach or
     default in any material respect in the performance of any obligation,
     agreement or condition contained in any material bond, debenture, note or
     any other evidence of indebtedness or in any agreement, indenture, lease or
     other instrument to which the Fund is a party or by which it or any of its
     properties may be bound.

          (g) Neither the issuance and sale of the Shares, the execution,
     delivery or performance of this Agreement nor any of the Fund Agreements by
     the Fund, nor the consummation by the Fund of the transactions contemplated
     hereby or thereby (A) requires any consent, approval, authorization or
     other order of or registration or filing which has not yet been obtained or
     made with the Commission, the NASD, any national securities exchange, any
     arbitrator, any court or any other governmental, regulatory,
     self-regulatory or administrative agency or any official (except compliance
     with the securities or Blue Sky laws of various jurisdictions which have
     been or will be effected in accordance with this Agreement and except for
     compliance with the filing requirements of the NASD Division of Corporate
     Finance) or conflicts or will conflict with or constitutes or will
     constitute a breach of the Declaration of Trust or By-Laws of the Fund or
     (B) conflicts or will conflict with or constitutes or will constitute a
     breach of or a default under, any material agreement, indenture, lease or
     other instrument to which the Fund is a party or by which it or any of its
     properties may be bound or materially violates or will materially violate
     any material statute, law, regulation or filing or judgment, injunction,
     order or decree applicable to the Fund or any of its properties or will
     result in the creation or imposition of any material lien, charge or
     encumbrance upon any property or assets of the Fund pursuant to the terms
     of any agreement or instrument to which it is a party or by which it may be
     bound or to which any of the property or assets of the Fund is subject.

          (h) Since the date as of which information is given in the
     Registration Statement and the Prospectus (and any amendment or supplement
     to either of them), except as otherwise stated therein, (A) there has been
     no material, adverse change in the condition

                                       10

<PAGE>

     (financial or other), business, properties, net assets or results of
     operations of the Fund or business prospects (other than as a result of a
     change in the financial markets generally) of the Fund, whether or not
     arising in the ordinary course of business, (B) there have been no
     transactions entered into by the Fund which are material to the Fund other
     than those in the ordinary course of its business as described in the
     Prospectus (and any amendment or supplement thereto) and (C) there has been
     no dividend or distribution of any kind declared, paid or made by the Fund
     on any class of its common stock.

          (i) The accountants, Ernst & Young LLP, who have audited or shall
     audit the Statement of Net Assets included in the Registration Statement
     and the Prospectus (and any amendment or supplement to either of them), are
     an independent public accounting firm as required by the 1933 Act, the 1940
     Act and the Rules and Regulations.

          (j) The financial statements, together with related schedules and
     notes, included in the Registration Statement and the Prospectus (or any
     amendment or supplement to either of them) present fairly the financial
     position of the Fund on the basis stated in the Registration Statement and
     the Prospectus at the respective dates or for the respective periods to
     which they apply; such statements and related schedules and notes have been
     prepared in accordance with generally accepted accounting principles
     consistently applied throughout the periods involved except as disclosed
     therein; and the other financial and statistical information and data
     included in the Registration Statement or the Prospectus (or any amendment
     or supplement thereto) are accurately derived from such financial
     statements and the books and records of the Fund.

          (k) The Fund, subject to the Registration Statement having been
     declared effective and the filing of the Prospectus under Rule 497 under
     the Rules and Regulations, has taken all required action under the 1933
     Act, the 1940 Act and the Rules and Regulations to make the public offering
     and consummate the sale of the Shares as contemplated by this Agreement.

          (l) The execution and delivery of and the performance by the Fund of
     its obligations under this Agreement and the Fund Agreements have been duly
     and validly authorized by the Fund and this Agreement and the Fund
     Agreements have been duly executed and delivered by the Fund and constitute
     the valid and legally binding agreements of the Fund, enforceable against
     the Fund in accordance with their terms, except as rights to indemnity and
     contribution hereunder may be limited by federal or state securities laws
     and subject to the qualification that the enforceability of the Fund's
     obligations hereunder and thereunder may be limited by bankruptcy,
     insolvency, reorganization, moratorium and other laws relating to or
     affecting creditors' rights generally and by general equitable principles.

          (m) Except as disclosed in the Registration Statement and the
     Prospectus (and any amendment or supplement to either of them), subsequent
     to the respective dates as of which such information is given in the
     Registration Statement and the Prospectus (and any amendment or supplement
     to either of them), the Fund has not incurred any liability or obligation,
     direct or contingent, that is material to the Fund and there has not been
     any

                                       11

<PAGE>

     change in the capital stock or material increase in the short-term debt or
     long-term debt of the Fund.

          (n) The Fund has not distributed and, prior to the later to occur of
     (i) the Closing Date or (ii) completion of the distribution of the Shares,
     will not distribute to the public in either printed or electronic form any
     offering material in connection with the offering and sale of the Shares
     other than the Registration Statement, the Prepricing Prospectus included
     in Pre-Effective Amendment No. 1 to the Registration Statement, the
     Prospectus and the advertisements/sales literature filed by Nuveen
     Investments with the NASD on _______, 2002.

          (o) The Fund has such licenses, permits, and authorizations of
     governmental or regulatory authorities ("permits") as are necessary to own
     its property and to conduct its business in the manner described in the
     Prospectus (and any amendment or supplement thereto); the Fund has
     fulfilled and performed all its material obligations with respect to such
     permits and no event has occurred which allows or, after notice or lapse of
     time, would allow, revocation or termination thereof or results in any
     other material impairment of the rights of the Fund under any such permit,
     subject in each case to such qualification as may be set forth in the
     Prospectus (and any amendment or supplement thereto); and, except as
     described in the Prospectus (and any amendment or supplement thereto), none
     of such permits contains any restriction that is materially burdensome to
     the Fund.

          (p) The Fund maintains and will maintain a system of internal
     accounting controls sufficient to provide reasonable assurances that (i)
     transactions are executed in accordance with management's general or
     specific authorization and with the investment policies and restrictions of
     the Fund and the applicable requirements of the 1940 Act, the 1940 Act
     Rules and Regulations and the Internal Revenue Code of 1986, as amended
     (the "Code"); (ii) transactions are recorded as necessary to permit
     preparation of financial statements in conformity with generally accepted
     accounting principles, to calculate net asset value, to maintain
     accountability for assets and to maintain material compliance with the
     books and records requirements under the 1940 Act and the 1940 Act Rules
     and Regulations; (iii) access to assets is permitted only in accordance
     with management's general or specific authorization; and (iv) the recorded
     account for assets is compared with existing assets at reasonable intervals
     and appropriate action is taken with respect to any differences.

          (q) The conduct by the Fund of its business (as described in the
     Prospectus) does not require it to be the owner, possessor or licensee of
     any patents, patent licenses, trademarks, service marks or trade names
     which it does not own, possess or license.

          (r) Except as stated in this Agreement and in the Prospectus (and any
     amendment or supplement thereto), the Fund has not taken and will not take,
     directly or indirectly, any action designed to or which should reasonably
     be expected to cause or result in or which will constitute stabilization or
     manipulation of the price of the Common Shares in violation of federal
     securities laws and the Fund is not aware of any such action taken or to be
     taken by any affiliates of the Fund.

                                       12

<PAGE>

          (s) The Fund is duly registered under the 1940 Act as a closed-end,
     non-diversified management investment company and the 1940 Act Notification
     has been duly filed with the Commission and, at the time of filing thereof
     and at the time of filing any amendment or supplement thereto, conformed in
     all material respects with all applicable provisions of the 1940 Act and
     the 1940 Act Rules and Regulations. The Fund has not received any notice
     from the Commission pursuant to Section 8(e) of the 1940 Act with respect
     to the 1940 Act Notification or the Registration Statement (or any
     amendment or supplement to either of them).

          (t) All advertising, sales literature or other promotional material
     (including "prospectus wrappers" and "broker kits"), whether in printed or
     electronic form, authorized in writing by or prepared by the Fund or the
     Manager for use in connection with the offering and sale of the Shares
     (collectively, "sales material") complied and comply in all material
     respects with the applicable requirements of the 1933 Act, the 1933 Act
     Rules and Regulations and the rules and interpretations of the NASD and if
     required to be filed with the NASD under the NASD's conduct rules were so
     filed. No sales material contained or contains an untrue statement of a
     material fact or omitted or omits to state a material fact required to be
     stated therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading.

          (u) This Agreement and each of the Fund Agreements complies in all
     material respects with all applicable provisions of the 1940 Act, the 1940
     Act Rules and Regulations, the Investment Advisers Act of 1940, as amended
     (the "Advisers Act") and the rules and regulations adopted by the
     Commission under the Advisers Act (the "Advisers Act Rules and
     Regulations").

          (v) No holder of any security of the Fund has any right to require
     registration of Common Shares or any other security of the Fund because of
     the filing of the registration statement or consummation of the
     transactions contemplated by this Agreement.

          (w) The Shares have been duly approved for listing upon notice of
     issuance on the AMEX and the Fund's registration statement on Form 8-A,
     under the 1934 Act, has become effective.

          (x) The Fund intends to direct the investment of the proceeds of the
     offering of the Shares in such a manner as to comply with the requirements
     of Subchapter M of the Code.

     7. Representations and Warranties of the Manager. The Manager represents
and warrants to each Underwriter as follows:

          (a) The Manager is a corporation duly organized and validly existing
     in good standing under the laws of the State of Delaware, with full
     corporate power and authority to own, lease and operate its properties and
     to conduct its business as described in the Registration Statement and the
     Prospectus (and any amendment or supplement to either of them) and is duly
     registered and qualified to conduct business and is in good standing

                                       13

<PAGE>

     in each jurisdiction or place where the nature of its properties or conduct
     of its business requires such registration or qualification, except where
     the failure so to register or to qualify would not have a material, adverse
     effect on the condition (financial or other), business, properties, net
     assets or results of operations of the Manager.

          (b) The Manager is duly registered as an investment adviser under the
     Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the
     Advisers Act Rules and Regulations or the 1940 Act Rules and Regulations
     from acting under the Management Agreement for the Fund as contemplated by
     the Registration Statement and the Prospectus (or any amendment or
     supplement thereto).

          (c) The Manager has full power and authority to enter into this
     Agreement and the Management Agreement, the execution and delivery of, and
     the performance by the Manager of its obligations under, this Agreement and
     the Management Agreement have been duly and validly authorized by the
     Manager and this Agreement and the Management Agreement have been duly
     executed and delivered by the Manager and constitute the valid and legally
     binding agreements of the Manager, enforceable against the Manager in
     accordance with their terms, except as rights to indemnity and contribution
     hereunder may be limited by federal or state securities laws and subject to
     the qualification that the enforceability of the Manager's obligations
     hereunder and thereunder may be limited by bankruptcy, insolvency,
     reorganization, moratorium and other laws relating to or affecting
     creditors' rights generally and by general equitable principles.

          (d) The Manager has the financial resources available to it necessary
     for the performance of its services and obligations as contemplated in the
     Registration Statement, the Prospectus (or any amendment or supplement
     thereto) and under this Agreement and the Management Agreement.

          (e) The description of the Manager and its business, and the
     statements attributable to the Manager, in the Registration Statement and
     the Prospectus (and any amendment or supplement thereto) complied and
     comply in all material respects with the provisions of the 1933 Act, the
     1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act
     Rules and Regulations and did not and will not contain an untrue statement
     of a material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein (in the case of a
     prospectus, in light of the circumstances under which they were made) not
     misleading.

          (f) There are no legal or governmental proceedings pending or, to the
     knowledge of the Manager, threatened against the Manager or to which any of
     its properties is subject, that are required to be described in the
     Registration Statement or the Prospectus (or any amendment or supplement to
     either of them) but are not described as required or that reasonably should
     be expected to result in any material, adverse change in the condition
     (financial or other), business, properties, net assets or results of
     operations of the Manager or that reasonably should be expected to have a
     material, adverse effect on

                                       14

<PAGE>

     the ability of the Manager to fulfill its obligations hereunder or under
     the Management Agreement.

          (g) Since the date as of which information is given in the
     Registration Statement and the Prospectus (and any amendment or supplement
     to either of them), except as otherwise stated therein, (A) there has been
     no material, adverse change in the condition (financial or other),
     business, properties, net assets or results of operations or business
     prospects of the Manager, whether or not arising from the ordinary course
     of business and (B) there have been no transactions entered into by the
     Manager which are material to the Manager other than those in the ordinary
     course of its business as described in the Prospectus.

          (h) The Manager has such licenses, permits and authorizations of
     governmental or regulatory authorities ("permits") as are necessary to own
     its property and to conduct its business in the manner described in the
     Prospectus; the Manager has fulfilled and performed all its material
     obligations with respect to such permits and no event has occurred which
     allows, or after notice or lapse of time would allow, revocation or
     termination thereof or results in any other material impairment of the
     rights of the Manager under any such permit.

          (i) This Agreement and the Management Agreement comply in all material
     respects with all applicable provisions of the 1940 Act, the 1940 Act Rules
     and Regulations, the Advisers Act and the Advisers Act Rules and
     Regulations.

          (j) Neither the execution, delivery or performance of this Agreement
     or the Management Agreement by the Manager, nor the consummation by the
     Manager of the transactions contemplated hereby or thereby (A) requires any
     consent, approval, authorization or other order of or registration or
     filing with the Commission, the NASD, any state securities commission, any
     national securities exchange, any arbitrator, any court or any other
     governmental, regulatory, self-regulatory or administrative agency or any
     official (except compliance with the securities or Blue Sky laws of various
     jurisdictions which have been or will be effected in accordance with this
     Agreement and except for compliance with the filing requirements of the
     NASD Division of Corporate Finance) or conflicts or will conflict with or
     constitutes or will constitute a breach of or a default under, the
     Certificate of Incorporation or By-Laws of the Manager or (B) conflicts or
     will conflict with or constitutes or will constitute a breach of or a
     default under, any material agreement, indenture, lease or other instrument
     to which the Manager is a party or by which it or any of its properties may
     be bound or materially violates or will materially violate any material
     statute, law, regulation or filing or judgment, injunction, order or decree
     applicable to the Manager or any of its properties or will result in the
     creation or imposition of any material lien, charge or encumbrance upon any
     property or assets of the Manager pursuant to the terms of any agreement or
     instrument to which it is a party or by which it may be bound or to which
     any of the property or assets of the Manager is subject.

                                       15

<PAGE>

          (k) Except as stated in this Agreement and in the Prospectus (and in
     any amendment or supplement thereto), the Manager has not taken and will
     not take, directly or indirectly, any action designed to or which should
     reasonably be expected to cause or result in or which will constitute,
     stabilization or manipulation of the price of the Common Shares in
     violation of federal securities laws and the Manager is not aware of any
     such action taken or to be taken by any affiliates of the Manager.

          (l) In the event that the Fund or the Manager makes available any
     promotional materials intended for use only by qualified broker-dealers and
     registered representatives thereof by means of an Internet web site or
     similar electronic means, the Manager will install and maintain
     pre-qualification and password-protection or similar procedures which are
     reasonably designed to effectively prohibit access to such promotional
     materials by persons other than qualified broker-dealers and registered
     representatives thereof.

8. Indemnification and Contribution.

          (a) The Fund and the Manager, jointly and severally, agree to
     indemnify and hold harmless each of you and each other Underwriter and each
     person, if any, who controls any Underwriter within the meaning of Section
     15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and
     all losses, claims, damages, liabilities and expenses, joint or several
     (including reasonable costs of investigation) arising out of or based upon
     any untrue statement or alleged untrue statement of a material fact
     contained in the Registration Statement, the Prospectus, any Prepricing
     Prospectus, any sales material (or any amendment or supplement to any of
     the foregoing) or arising out of or based upon any omission or alleged
     omission to state therein a material fact required to be stated therein or
     necessary to make the statements therein (in the case of a prospectus, in
     light of the circumstances under which they were made) not misleading,
     except insofar as such losses, claims, damages, liabilities or expenses
     arise out of or are based upon any untrue statement or omission or alleged
     untrue statement or omission which has been made therein or omitted
     therefrom in reliance upon and in conformity with the information relating
     to such Underwriters furnished in writing to the Fund by or on behalf of
     any Underwriter through you expressly for use in connection therewith;
     provided, however, that the foregoing indemnity with respect to the
     Registration Statement, the Prospectus or any Prepricing Prospectuses (or
     any amendment or supplement to any of the foregoing) shall not inure to the
     benefit of any Underwriter from whom the person asserting any loss, claim,
     damage, liability or expense purchased Shares, if it is shown that a copy
     of the Prospectus, as then amended or supplemented, which would have cured
     any defect giving rise to such loss, claim, damage, liability or expense
     was not sent or delivered to such person by or on behalf of such
     Underwriter, if required by law to be so delivered, at or prior to the
     confirmation of the sale of such Shares to such person and such Prospectus,
     amendments and supplements had been provided by the Fund to the
     Underwriters in the requisite quantity and on a timely basis to permit
     proper delivery. The foregoing indemnity agreement shall be in addition to
     any liability which the Fund or the Manager may otherwise have.

                                       16

<PAGE>

          (b) If any action, suit or proceeding shall be brought against any
     Underwriter or any person controlling any Underwriter in respect of which
     indemnity may be sought against the Fund or the Manager, such Underwriter
     or such controlling person shall promptly notify the Fund or the Manager
     and the Fund or the Manager shall assume the defense thereof, including the
     employment of counsel and the payment of all fees and expenses. Such
     Underwriter or any such controlling person shall have the right to employ
     separate counsel in any such action, suit or proceeding and to participate
     in the defense thereof, but the fees and expenses of such counsel shall be
     at the expense of such Underwriter or controlling person unless (i) the
     Fund or the Manager have agreed in writing to pay such fees and expenses,
     (ii) the Fund and the Manager have failed within a reasonable time to
     assume the defense and employ counsel or (iii) the named parties to any
     such action, suit or proceeding (including any impleaded parties) include
     both such Underwriter or such controlling person and the Fund or the
     Manager and such Underwriter or such controlling person shall have been
     advised by its counsel that representation of such indemnified party and
     the Fund or the Manager by the same counsel would be inappropriate under
     applicable standards of professional conduct (whether or not such
     representation by the same counsel has been proposed) due to actual or
     potential differing interests between them (in which case the Fund and the
     Manager shall not have the right to assume the defense of such action, suit
     or proceeding on behalf of such Underwriter or such controlling person). It
     is understood, however, that the Fund and the Manager shall, in connection
     with any one such action, suit or proceeding or separate but substantially
     similar or related actions, suits or proceedings in the same jurisdiction
     arising out of the same general allegations or circumstances be liable for
     the reasonable fees and expenses of only one separate firm of attorneys (in
     addition to any local counsel if there is any action, suit or proceeding in
     more than one jurisdiction) at any time for all such Underwriters and
     controlling persons not having actual or potential differing interests with
     you or among themselves, which firm shall be designated in writing by
     Salomon Smith Barney Inc. and that, subject to the requirements of 1940 Act
     Release No. 11330, all such fees and expenses shall be reimbursed promptly
     as they are incurred. The Fund and the Manager shall not be liable for any
     settlement of any such action, suit or proceeding effected without the
     written consent of the Fund or the Manager, but if settled with such
     written consent or if there be a final judgment for the plaintiff in any
     such action, suit or proceeding, the Fund and the Manager agree to
     indemnify and hold harmless any Underwriter, to the extent provided in the
     preceding paragraph, and any such controlling person from and against any
     loss, liability, damage or expense by reason by such settlement or
     judgment.

          (c) Each Underwriter agrees, severally and not jointly, to indemnify
     and hold harmless the Fund and the Manager, their trustees, directors, any
     officers of the Fund who sign the Registration Statement and any person who
     controls the Fund or the Manager within the meaning of Section 15 of the
     1933 Act or Section 20 of the 1934 Act, to the same extent as the foregoing
     indemnity from the Fund and the Manager to each Underwriter, but only with
     respect to information relating to such Underwriter furnished in writing by
     or on behalf of such Underwriter through you expressly for use in the
     Registration Statement, the Prospectus or any Prepricing Prospectus (or any
     amendment

                                       17

<PAGE>

     or supplement to any of the foregoing). If any action, suit or proceeding
     shall be brought against the Fund or the Manager, any of their trustees,
     directors, any such officer or any such controlling person, based on the
     Registration Statement, the Prospectus or any Prepricing Prospectus (or any
     amendment or supplement to any of the foregoing) and in respect of which
     indemnity may be sought against any Underwriter pursuant to this paragraph
     (c), such Underwriter shall have the rights and duties given to the Fund
     and the Manager by paragraph (b) above (except that if the Fund or the
     Manager shall have assumed the defense thereof such Underwriter shall not
     be required to do so, but may employ separate counsel therein and
     participate in the defense thereof, but the fees and expenses of such
     counsel shall be at such Underwriter's expense) and the Fund and the
     Manager, their trustees, directors, any such officer and any such
     controlling person shall have the rights and duties given to the
     Underwriters by paragraph (b) above. The foregoing indemnity agreement
     shall be in addition to any liability which the Underwriters may otherwise
     have.

          (d) If the indemnification provided for in this Section 8 is
     unavailable to an indemnified party under paragraphs (a) or (c) hereof in
     respect of any losses, claims, damages, liabilities or expenses referred to
     therein, then an indemnifying party, in lieu of indemnifying such
     indemnified party, shall contribute to the amount paid or payable by such
     indemnified party as a result of such losses, claims, damages, liabilities
     or expenses (i) in such proportion as is appropriate to reflect the
     relative benefits received by the Fund and the Manager on the one hand
     (treated jointly for this purpose as one person) and the Underwriters on
     the other hand from the offering of the Shares or (ii) if the allocation
     provided by clause (i) above is not permitted by applicable law, in such
     proportion as is appropriate to reflect not only the relative benefits
     referred to in clause (i) above but also the relative fault of the Fund and
     the Manager on the one hand (treated jointly for this purpose as one
     person) and of the Underwriters on the other hand in connection with the
     statements or omissions which resulted in such losses, claims, damages,
     liabilities or expenses, as well as any other relevant equitable
     considerations. The relative benefits received by the Fund and the Manager
     on the one hand (treated jointly for this purpose as one person) and the
     Underwriters on the other hand shall be deemed to be in the same proportion
     as the total net proceeds from the offering (before deducting expenses)
     received by the Fund as set forth in the table on the cover page of the
     Prospectus bear to the total payments received by the Underwriters with
     respect to the Firm Shares as set forth in the table on the cover page of
     the Prospectus. The relative fault of the Fund and the Manager on the one
     hand (treated jointly for this purpose as one person) and of the
     Underwriters on the other hand shall be determined by reference to, among
     other things, whether the untrue or alleged untrue statement of a material
     fact or the omission or alleged omission to state a material fact relates
     to information supplied by the Fund and the Manager on the one hand
     (treated jointly for this purpose as one person) or by the Underwriters on
     the other hand and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission.

          (e) The Fund, the Manager and the Underwriters agree that it would not
     be just and equitable if contribution pursuant to this Section 8 were
     determined by pro rata

                                       18

<PAGE>

     allocation (even if the Underwriters were treated as one entity for such
     purpose) or by any other method of allocation that does not take account of
     the equitable considerations referred to in paragraph (d) above. The amount
     paid or payable by an indemnified party as a result of the losses, claims,
     damages, liabilities and expenses referred to in paragraph (d) above shall
     be deemed to include, subject to the limitations set forth above, any legal
     or other expenses reasonably incurred by such indemnified party in
     connection with defending any such action, suit or proceeding.
     Notwithstanding the provisions of this Section 8, no Underwriter shall be
     required to contribute any amount in excess of the amount by which the
     total price of the Shares underwritten by it and distributed to the public
     exceeds the amount of any damages which such Underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
     shall be entitled to contribution from any person who was not guilty of
     such fraudulent misrepresentation. The Underwriters' obligations to
     contribute pursuant to this Section 8 are several in proportion to the
     respective number of Firm Shares set forth opposite their names in Schedule
     I (or such numbers of Firm Shares increased as set forth in Section 10
     hereof) and not joint.

          (f) No indemnifying party shall, without the prior written consent of
     the indemnified party, effect any settlement of any pending or threatened
     action, suit or proceeding in respect of which any indemnified party is or
     could have been a party and indemnity could have been sought hereunder by
     such indemnified party, unless such settlement includes an unconditional
     release of such indemnified party from all liability from claimants on
     claims that are the subject matter of such action, suit or proceeding.

          (g) Any losses, claims, damages, liabilities or expenses for which an
     indemnified party is entitled to indemnification or contribution under this
     Section 8 shall be paid by the indemnifying party to the indemnified party
     as such losses, claims, damages, liabilities or expenses are incurred. The
     indemnity and contribution agreements contained in this Section 8 and the
     representations and warranties of the Fund and the Manager set forth in
     this Agreement shall remain operative and in full force and effect,
     regardless of (i) any investigation made by or on behalf of any Underwriter
     or any person controlling any Underwriter, the Fund, the Manager or their
     trustees, directors or officers or any person controlling the Fund or the
     Manager, (ii) acceptance of any Shares and payment therefor hereunder and
     (iii) any termination of this Agreement. A successor to any Underwriter or
     to the Fund, the Manager or their trustees, directors or officers or any
     person controlling any Underwriter, the Fund or the Manager shall be
     entitled to the benefits of the indemnity, contribution and reimbursement
     agreements contained in this Section 8.

     9. Conditions of Underwriters' Obligations.The several obligations of the
Underwriters to purchase any Shares hereunder are subject to, in the good faith
judgment of the Underwriters, the accuracy of and compliance with the
representations, warranties and agreements of and by the Fund and the Manager
contained herein on and as of the date hereof, the date on which the
Registration Statement becomes or became effective, the date of the Prospectus
(and of any

                                       19

<PAGE>

amendment or supplement thereto), the Closing Date and, with respect to any
Additional Shares, any Option Closing Date; to the accuracy and completeness of
all statements made by the Fund, the Manager or any of their officers in any
certificate delivered to the Representatives or their counsel pursuant to this
Agreement and to the following conditions:

          (a) If, at the time this Agreement is executed and delivered, it is
     necessary for the Registration Statement or a post-effective amendment
     thereto to be declared effective before the offering of the Shares may
     commence, the Registration Statement or such post-effective amendment shall
     have become effective not later than 5:30 p.m., New York City time, on the
     date hereof or at such later date and time as shall be consented to in
     writing by you and all filings, if any, required by Rules 497 and 430A
     under the 1933 Act Rules and Regulations shall have been timely made; no
     order suspending the effectiveness of the Registration Statement shall have
     been issued and no proceeding for that purpose shall have been instituted
     or, to the knowledge of the Fund, the Manager or any Underwriter,
     threatened by the Commission and any request of the Commission for
     additional information (to be included in the Registration Statement or the
     Prospectus or otherwise) shall have been complied with to your
     satisfaction.

          (b) You shall have received on the Closing Date an opinion of Bell,
     Boyd & Lloyd LLC, special counsel for the Fund and Manager, dated the
     Closing Date and addressed to you, as Representatives of the several
     Underwriters, to the effect that:

               (i)      The Fund is a business trust duly established, validly
          existing and in good standing under the laws of The Commonwealth of
          Massachusetts with full power and authority to own, lease and operate
          its properties and to conduct its business as described in the
          Registration Statement and the Prospectus (and any amendment or
          supplement thereto through the date of the opinion) and is duly
          registered and qualified to conduct its business and is in good
          standing in each jurisdiction where the nature of its properties or
          the conduct of its business requires such registration or
          qualification, except where the failure so to register or to qualify
          does not have a material, adverse effect on the condition (financial
          or other), business, properties, net assets or results of operations
          of the Fund;

               (ii)     The authorized and outstanding capital stock of the
          Fund is as set forth in the Registration Statement and Prospectus (or
          any amendment or supplement thereto through the date of the opinion);
          and the description of the authorized capital stock of the Fund
          contained in the Prospectus (or any amendment or supplement thereto
          through the date of the opinion) under the caption "Description of
          Shares" conforms in all material respects as to legal matters to the
          terms thereof contained in the Fund's Declaration of Trust;

               (iii)    All of the shares of capital stock of the Fund
          outstanding prior to the issuance of the Shares have been duly
          authorized and validly issued and are fully paid and nonassessable,
          except that, as described in the Prospectus under the heading,
          "Certain Provisions in the Declaration of Trust," shareholders of the
          Fund may under certain circumstances be held personally liable for its
          obligations;

                                       20

<PAGE>

               (iv)     The Shares have been duly authorized and, when issued
          and delivered to the Underwriters against payment therefor in
          accordance with the terms hereof, will be validly issued, fully paid
          and nonassessable and not subject to any preemptive rights that
          entitle or will entitle any person to acquire any Shares upon the
          issuance thereof by the Fund, except that, as described in the
          Prospectus under the heading, "Certain Provisions in the Declaration
          of Trust," shareholders of the Fund may under certain circumstances be
          held personally liable for its obligations;

               (v)      The form of certificate for the Shares is in due and
          proper form and complies with the requirements of all applicable laws
          and the AMEX;

               (vi)     The Fund has the power and authority to enter into this
          Agreement and the Fund Agreements and to issue, sell and deliver the
          Shares to the Underwriters as provided herein and this Agreement and
          each of the Fund Agreements have been duly authorized, executed and
          delivered by the Fund and assuming due authorization, execution and
          delivery by the other parties thereto and that the performance of this
          Agreement and the Fund Agreements by such other parties will not
          violate law, agreements to which such other parties or their
          properties are subject or orders applicable to such other parties,
          constitute the valid, legal and binding agreements of the Fund,
          enforceable against the Fund in accordance with their terms, except as
          enforcement of rights to indemnity hereunder may be limited by federal
          or state securities laws or principles of public policy and subject to
          the qualification that the enforceability of the Fund's obligations
          hereunder and thereunder may be limited by bankruptcy, insolvency,
          reorganization, moratorium and other laws relating to or affecting
          creditors' rights generally and by general equitable principles,
          whether enforcement is considered in a proceeding in equity or at law;

               (vii)    This Agreement constitutes a valid, legal and binding
          agreement of the Manager, enforceable against the Manager in
          accordance with its terms, except as enforcement of rights to
          indemnity hereunder may be limited by federal or state securities laws
          or principles of public policy and subject to the qualification that
          the enforceability of the Manager's obligations hereunder may be
          limited by bankruptcy, insolvency, reorganization, moratorium and
          other laws relating to or affecting creditors' rights generally and by
          general equitable principles, whether enforcement is considered in a
          proceeding in equity or at law;

               (viii)   The Fund Agreements comply in all material respects with
          all applicable provisions of the 1933 Act, the 1940 Act, the Advisers
          Act, the Rules and Regulations and the Advisers Act Rules and
          Regulations;

               (ix)     The Fund is not in violation of its Declaration of
          Trust or By-Laws or to the best knowledge of such counsel after
          reasonable inquiry, is not in material default in the performance of
          any material obligation, agreement or condition contained in any bond,
          debenture, note or other evidence of

                                       21

<PAGE>

          indebtedness, except as may be disclosed in the Prospectus (and any
          amendment or supplement thereto);

               (x)      No consent, approval, authorization or order of or
          registration or filing with the Commission, the NASD, any state
          securities commission, any national securities exchange, any
          arbitrator, any court or any other governmental body, agency or
          regulatory, self-regulatory or administrative agency or any official
          is required on the part of the Fund (except as have been obtained
          under the 1933 Act and the 1934 Act or such as may be required under
          state securities or Blue Sky laws governing the purchase and
          distribution of the Shares) for the valid issuance and sale of the
          Shares to the Underwriters as contemplated by this Agreement,
          performance of the Fund Agreements or this Agreement by the Fund, the
          consummation by the Fund of the transactions contemplated thereby or
          hereby or the adoption of the Fund's Dividend Reinvestment Plan;

               (xi)     Neither the offer, sale or delivery of the Shares, the
          execution, delivery or performance of this Agreement or the Fund
          Agreements, compliance by the Fund with the provisions hereof or
          thereof, consummation by the Fund of the transactions contemplated
          hereby or thereby nor the adoption of the Fund's Dividend Reinvestment
          Plan violates the Declaration of Trust or By-Laws of the Fund or any
          material agreement, indenture, lease or other instrument to which the
          Fund is a party or by which it or any of its properties is bound that
          is an exhibit to the Registration Statement or that is known to such
          counsel after reasonable inquiry or, to the best of such counsel's
          knowledge after reasonable inquiry, will result in the creation or
          imposition of any material lien, charge or encumbrance upon any
          property or assets of the Fund, nor, to the best of such counsel's
          knowledge after reasonable inquiry, will any such action result in any
          violation of any existing material law, regulation, ruling (assuming
          compliance with all applicable state securities and Blue Sky laws),
          judgment, injunction, order or decree known to such counsel after
          reasonable inquiry, applicable to the Fund or any of its properties,
          except that, in the published opinion of the Commission, the
          indemnification provisions in this Agreement and the Fund Agreements,
          insofar as they relate to indemnification for liabilities arising
          under the 1933 Act, are against public policy as expressed in the 1933
          Act and therefore unenforceable;

               (xii)    The Registration Statement and all post-effective
          amendments, if any, have become effective under the 1933 Act and, to
          the best knowledge of such counsel after reasonable inquiry, no order
          suspending the effectiveness of the Registration Statement has been
          issued and no proceedings for that purpose are pending before or
          contemplated by the Commission; and any filing of the Prospectus and
          any amendments or supplements thereto required pursuant to Rule 497 of
          the 1933 Act Rules and Regulations prior to the date of such opinion
          has been made in accordance with Rule 497;

                                       22

<PAGE>

               (xiii)   The Fund is duly registered with the Commission under
          the 1940 Act as a closed-end, non-diversified management investment
          company and all action has been taken by the Fund as required by the
          1933 Act and the 1940 Act and the Rules and Regulations in connection
          with the issuance and sale of the Shares to make the public offering
          and consummate the sale of the Shares as contemplated by this
          Agreement;

               (xiv)    The statements made in the Registration Statement and
          the Prospectus (and any amendment or supplement to either of them
          through the date of the opinion) under the caption "Tax Matters" have
          been reviewed by such counsel and to the extent they describe or
          summarize tax laws, doctrines or practices of the United States,
          present a fair and accurate description or summary thereof as of the
          date of the opinion;

               (xv)     The statements in the Registration Statement and
          Prospectus (and any amendment or supplement to either of them through
          the date of the opinion), insofar as they are descriptions of
          contracts, agreements or other legal documents or refer to statements
          of law or legal conclusions, are accurate and present fairly the
          information required to be shown;

               (xvi)    The Registration Statement and the Prospectus (and any
          amendment or supplement to either of them through the date of the
          opinion) comply as to form in all material respects with the
          requirements of the 1933 Act, the 1940 Act and the Rules and
          Regulations (except that no opinion need be expressed as to the
          financial statements and the notes thereto and the schedules and other
          financial and statistical data included therein as to which such
          counsel need not express any opinion);

               (xvii)   To the best knowledge of such counsel after reasonable
          inquiry, (A) other than as described or contemplated in the Prospectus
          (or any amendment or supplement thereto through the date of the
          opinion), there are no actions, suits or other legal or governmental
          proceedings pending or expressly threatened against the Fund (through
          the date of the opinion) and (B) there are no material agreements,
          contracts, indentures, leases or other instruments that are required
          to be described in the Registration Statement or the Prospectus (or
          any amendment or supplement to either of them through the date of the
          opinion) or to be filed as an exhibit to the Registration Statement
          that are not described or filed as required, as the case may be;

               (xviii)  To the best knowledge of such counsel after reasonable
          inquiry, the Fund is not in violation of any law, ordinance,
          administrative or governmental rule or regulation applicable to the
          Fund or of any decree of the Commission, the NASD, any state
          securities commission, any national securities exchange, any
          arbitrator, any court or any other governmental, regulatory,
          self-regulatory or administrative agency or any official having
          jurisdiction over the Fund; and

                                       23

<PAGE>

               (xix)    The Shares are duly authorized for listing, subject to
          official notice of issuance, on the American Stock Exchange and the
          Fund's registration statement on Form 8-A under the 1934 Act is
          effective.

          Such counsel shall also state that although counsel has not
     undertaken, except as otherwise indicated in their opinion, to determine
     independently and does not assume any responsibility for, the accuracy or
     completeness of the statements in the Registration Statement, such counsel
     has participated in the preparation of the Registration Statement and the
     Prospectus, including review and discussion of the contents thereof, and
     nothing has come to the attention of such counsel that has caused it to
     believe that the Registration Statement, at the time the Registration
     Statement became effective or the Prospectus, as of its date and as of the
     Closing Date or the Option Closing Date, as the case may be, contained an
     untrue statement of a material fact or omitted to state a material fact
     required to be stated therein or necessary to make the statements therein
     (in the case of a prospectus, in light of the circumstances under which
     they were made) not misleading or that any amendment or supplement to the
     Prospectus, as of the Closing Date or the Option Closing Date, contained an
     untrue statement of a material fact or omitted to state a material fact
     necessary in order to make the statements therein, in light of the
     circumstances under which they were made, not misleading (it being
     understood that such counsel need express no view with respect to the
     financial statements and the notes thereto and the schedules and other
     financial and statistical data included in the Registration Statement or
     the Prospectus).

          In rendering such opinion, such counsel may limit such opinion to
     matters involving the application of the laws of the State of Illinois, the
     State of California, The Commonwealth of Massachusetts and the United
     States. To the extent they deem proper and to the extent specified in such
     opinion, such counsel may rely, as to matters involving the application of
     laws of The Commonwealth of Massachusetts, upon the opinion of Bingham
     McCutchen LLP and, as to matters involving the application of laws of the
     State of California, upon the opinion of Orrick, Herrington & Sutcliffe LLP
     or, as to other matters, other counsel of good standing whom they believe
     to be reliable and who are satisfactory to the Representatives; provided
     that (X) such reliance is expressly authorized by the opinion so relied
     upon and a copy of each such opinion is delivered to the Representatives
     and is, in form and substance, satisfactory to them and their counsel and
     (Y) Bell, Boyd & Lloyd LLC states in their opinion that they believe that
     they and the Underwriters are justified in relying thereon. As to matters
     involving the application of the federal laws of the United States to the
     Taxable Equivalent Yield Tables contained in Appendix B to the statement of
     additional information, such counsel may rely on the comfort letter
     provided by Chapman and Cutler. In addition, in giving the opinion
     contained in Section 9(b)(vii) above, such counsel may rely on the
     paragraphs in the opinion of Gifford R. Zimmerman corresponding to Sections
     9(c)(i), (iii) and (v) below; provided that (x) such reliance is expressly
     authorized by the opinion so relied upon and (y) Bell, Boyd & Lloyd LLC
     states in its opinion that it believes that it and the Underwriters are
     justified in relying thereon.

                                       24

<PAGE>

               (c) You shall have received on the Closing Date an opinion of
          Gifford R. Zimmerman, Managing Director, Assistant Secretary and
          General Counsel for the Manager, dated the Closing Date and addressed
          to you, as Representatives of the several Underwriters, to the effect
          that:

                    (i)     The Manager is a corporation duly incorporated and
               validly existing in good standing under the laws of the State of
               Delaware with full corporate power and authority to own, lease
               and operate its properties and to conduct its business as
               described in the Registration Statement and the Prospectus (and
               any amendment or supplement to either of them) and is duly
               registered and qualified to conduct its business and is in good
               standing in each jurisdiction or place where the nature of its
               properties or the conduct of its business requires such
               registration or qualification, except where the failure to so
               register or to qualify does not have a material, adverse effect
               on the condition (financial or other), business, properties, net
               assets or results of operations of the Manager;

                    (ii)    The Manager is duly registered with the Commission
               under the Advisers Act as an investment adviser and is not
               prohibited by the Advisers Act, the 1940 Act or the Rules and
               Regulations under such acts from acting for the Fund under the
               Management Agreement as contemplated by the Prospectus (and any
               amendment or supplement thereto);

                    (iii)   The Manager has corporate power and authority to
               enter into this Agreement and the Management Agreement and this
               Agreement and the Management Agreement have been duly authorized,
               executed and delivered by the Manager and the Management
               Agreement is a valid, legal and binding agreement of the Manager,
               enforceable against the Manager in accordance with its terms,
               except as enforcement of rights to indemnity and contribution
               hereunder may be limited by federal or state securities laws or
               principles of public policy and subject to the qualification that
               the enforceability of the Manager's obligations hereunder and
               thereunder may be limited by bankruptcy, insolvency,
               reorganization, moratorium and other laws relating to or
               affecting creditors' rights generally and by general equitable
               principles;

                    (iv)    The Management Agreement complies in all material
               respects with all applicable provisions of the Advisers Act, the
               1940 Act and the Advisers Act Rules and Regulations and the 1940
               Act Rules and Regulations;

                    (v)     Neither the execution and delivery by the Manager of
               this Agreement or the Management Agreement nor the consummation
               by the Manager of the transactions contemplated hereunder or
               thereunder constitutes or will constitute a breach of or a
               default under the Certificate of Incorporation or By-Laws of the
               Manager or any material agreement, indenture, lease or other
               instrument to which the Manager is a party or by which it or any
               of its properties is bound that is known to such counsel after
               reasonable inquiry, or will result in the creation or imposition
               of any material lien, charge or encumbrance upon any

                                       25

<PAGE>

               property or assets of the Manager, nor will any such action
               result in any violation of any existing material law, regulation,
               ruling (assuming compliance with all applicable state securities
               and Blue Sky laws), judgment, injunction, order or decree known
               to such counsel after reasonable inquiry, applicable to the Fund
               or any of its properties;

                    (vi)    The description of the Manager and its business in
               the Prospectus (and any amendment or supplement thereto) complies
               in all material respects with all requirements of the 1933 Act,
               the 1940 Act and the Rules and Regulations;

                    (vii)   To the best knowledge of such counsel after
               reasonable inquiry, other than as described or contemplated in
               the Prospectus (and any amendment or supplement thereto), there
               are no actions, suits or other legal or governmental proceedings
               pending or threatened against the Manager or to which the Manager
               or any of its property is subject which are required to be
               described in the Registration Statement or Prospectus (or any
               amendment or supplement to either of them);

                    (viii)  The Manager owns, possesses or has obtained and
               currently maintains all governmental licenses, permits, consents,
               orders, approvals and other authorizations as are necessary for
               the Manager to carry on its business as contemplated in the
               Prospectus (and any amendment or supplement thereto); and

                    (ix)    No material consent, approval, authorization or
               order of or registration or filing with any court, regulatory
               body, administrative or other governmental body, agency or
               official is required on the part of the Manager for the
               performance of this Agreement or the Management Agreement by the
               Manager or for the consummation by the Manager of the
               transactions contemplated hereby or thereby.

                    Such counsel shall also state that although counsel has not
               undertaken, except as otherwise indicated in its opinion, to
               determine independently and does not assume any responsibility
               for, the accuracy or completeness of the statements in the
               Registration Statement, such counsel has participated in the
               preparation of the Registration Statement and the Prospectus,
               including review and discussion of the contents thereof and
               nothing has come to its attention that has caused it to believe
               that the Registration Statement at the time it became effective
               or the Prospectus, as of its date and as of the Closing Date or
               the Option Closing Date, as the case may be, contained an untrue
               statement of a material fact or omitted to state a material fact
               required to be stated therein or necessary to make the statements
               therein (in the case of a prospectus, in light of the
               circumstances under which they were made) not misleading or that
               any amendment or supplement to the Prospectus, as of the Closing
               Date or the Option Closing Date, contained an untrue statement of
               a material fact or omitted to state a material fact necessary in
               order to make the statements therein, in light of the
               circumstances under which they were made, not misleading (it
               being understood that such counsel need

                                       26

<PAGE>

               express no opinion with respect to the financial statements and
               the notes thereto and the schedules and other financial and
               statistical data included in the Registration Statement or the
               Prospectus).

                    In rendering such opinion, counsel may limit such opinion to
               matters involving the application of the laws of the State of
               Illinois, the Delaware General Corporation Law statute and the
               laws of the United States and may rely upon an opinion or
               opinions, each dated the Closing Date, of other counsel retained
               by the Manager as to laws of any jurisdiction other than the
               United States, the State of Illinois and the Delaware General
               Corporation Law statute, provided that (X) each such local
               counsel is acceptable to the Representatives, (Y) such reliance
               is expressly authorized by each opinion so relied upon and a copy
               of each such opinion is delivered to the Representatives and is
               in form and substance satisfactory to them and their counsel and
               (Z) counsel shall state in his view that he believes that he and
               the Underwriters are justified in relying thereon.

               (d) (i) You shall have received on the Closing Date an opinion of
          Orrick, Herrington & Sutcliffe LLP, special California counsel to the
          Fund, dated the Closing Date and addressed to you, as Representatives
          of the several Underwriters, to the effect that:

                         The statements contained in the Prospectus under the
               headings "Risks - Concentration Risk" and "Tax Matters -
               California Tax Matters" and in Appendix D to the statement of
               additional information under the headings "Factors Pertaining to
               California" and "California Tax Matters", to the extent that such
               statements constitute matters of law or legal conclusions,
               provide a fair and accurate summary of such law or conclusions.
               Such statements are based on current law and special counsel's
               understanding of the Fund's proposed operations, as disclosed in
               the Prospectus.

               Such counsel shall also state that although special counsel does
          not pass upon or assume any responsibility for the accuracy,
          completeness or fairness of the statements contained in the
          Registration Statement or the Prospectus (other than to the extent set
          forth above), and has not made any independent check or verification
          thereof, no facts have come to the attention of such special counsel
          which would lead it to believe that the material contained under the
          headings "Risks - Concentration Risk" and "Tax Matters - California
          Tax Matters" and in Appendix D to the statement of additional
          information under the headings "Factors Pertaining to California" and
          "California Tax Matters" in the Registration Statement, at the time
          the Registration Statement became effective, or in the Prospectus, as
          of its date and as of the Closing Date or the Option Closing Date, as
          the case may be, contained an untrue statement of a material fact or
          omitted to state a material fact required to be stated therein or
          necessary to make the statements therein (in the case of a prospectus,
          in light of the circumstances under which they were made) not
          misleading or that the material contained under such headings in any
          amendment or supplement to the Prospectus, as of the Closing Date or
          the Option Closing Date, contained an untrue

                                       27

<PAGE>

          statement of a material fact or omitted to state a material fact
          necessary in order to make the statements therein, in light of the
          circumstances under which they were made, not misleading.

               In rendering such opinion, such special counsel may rely as to
          matters of fact, to the extent such special counsel deems proper, on
          certificates of responsible officers of the Fund and of the Manager,
          and of public officials.

                    (ii) You shall have received on the Closing Date a comfort
          letter, substantially in the form heretofore approved by you, from
          Chapman and Cutler, special counsel to the Fund, dated the Closing
          Date and addressed to you, as Representatives of the several
          Underwriters, with respect to the information presented in Appendix B
          to the statement of additional information under the heading "Taxable
          Equivalent Yield Tables".

               (e) That you shall have received on the Closing Date, an opinion,
          dated the Closing Date, of Simpson Thacher & Bartlett, counsel for the
          Underwriters, dated the Closing Date and addressed to you, as
          Representatives of the several Underwriters, with respect to such
          matters as the Underwriters may require and the Fund, the Manager and
          their respective counsels shall have furnished to such counsel such
          documents as they may request for the purpose of enabling them to pass
          upon such matters.

               (f) That you shall have received letters addressed to you, as
          Representatives of the several Underwriters, and dated the date hereof
          and the Closing Date from Ernst & Young LLP, independent certified
          public accountants, substantially in the forms heretofore approved by
          you.

               (g) (i) No order suspending the effectiveness of the Registration
          Statement or prohibiting or suspending the use of the Prospectus (or
          any amendment or supplement thereto) or any Prepricing Prospectus or
          any sales material shall have been issued and no proceedings for such
          purpose or for the purpose of commencing an enforcement action against
          the Fund, the Manager or, with respect to the transactions
          contemplated by the Prospectus (or any amendment or supplement
          thereto) and this Agreement, any Underwriter, may be pending before
          or, to the knowledge of the Fund, the Manager or any Underwriter or in
          the reasonable view of counsel to the Underwriters, shall be
          threatened or contemplated by the Commission at or prior to the
          Closing Date and that any request for additional information on the
          part of the Commission (to be included in the Registration Statement,
          the Prospectus or otherwise) be complied with to the satisfaction of
          the Representatives, (ii) there shall not have been any change in the
          capital stock of the Fund nor any material increase in debt of the
          Fund from that set forth in the Prospectus (and any amendment or
          supplement thereto) and the Fund shall not have sustained any material
          liabilities or obligations, direct or contingent, other than those
          reflected in the Prospectus (and any amendment or supplement thereto);
          (iii) since the date of the Prospectus there shall not have been any
          material, adverse change in the condition (financial or other),
          business, prospects, properties, net assets or results of operations
          of the Fund or the Manager; (iv) the Fund and the Manager must not
          have sustained any material loss or interference with its business
          from any court or from

                                       28

<PAGE>

          legislative or other governmental action, order or decree or from any
          other occurrence not described in the Registration Statement and the
          Prospectus (and any amendment or supplement to either of them); and
          (v) all of the representations and warranties of the Fund and the
          Manager contained in this Agreement shall be true and correct on and
          as of the date hereof and as of the Closing Date as if made on and as
          of the Closing Date.

               (h) Subsequent to the effective date of this Agreement, there
          shall not have occurred (i) any change or any development involving a
          prospective change in or affecting the condition (financial or other),
          business, prospects, properties, net assets or results of operations
          of the Fund or the Manager not contemplated by the Prospectus (and any
          amendment or supplement thereto), which in your opinion, as
          Representatives of the several Underwriters, would materially,
          adversely affect the market for the Shares or (ii)any event or
          development relating to or involving the Fund, the Manager or any
          officer or trustee or director of the Fund or the Manager which makes
          any statement of a material fact made in the Prospectus (or any
          amendment or supplement thereto) untrue or which, in the opinion of
          the Fund and its counsel or the Underwriters and their counsel,
          requires the making of any addition to or change in the Prospectus (or
          any amendment or supplement thereto) in order to state a material fact
          required by the 1933 Act, the 1940 Act, the Rules and Regulations or
          any other law to be stated therein or necessary in order to make the
          statements therein (in the case of a prospectus, in light of the
          circumstances under which they were made) not misleading, if amending
          or supplementing the Prospectus (or any amendment or supplement
          thereto) to reflect such event or development would, in your opinion,
          as Representatives of the several Underwriters, materially, adversely
          affect the market for the Shares.

               (i) That neither the Fund nor the Manager shall have failed at or
          prior to the Closing Date to have performed or complied with any of
          the agreements herein contained and required to be performed or
          complied with by them at or prior to the Closing Date.

               (j) That you shall have received on the Closing Date a
          certificate, dated such date, of the chief administrative officer,
          president, any managing director or any vice president and of the
          controller or treasurer of each of the Fund and the Manager certifying
          that (i) the signers have carefully examined the Registration
          Statement, the Prospectus (and any amendments or supplements to either
          of them) and this Agreement, (ii) the representations and warranties
          of the Fund (with respect to the certificates from such Fund officers)
          and the representations of the Manager (with respect to the
          certificates from such officers of the Manager) in this Agreement are
          true and correct on and as of the date of the certificate as if made
          on such date, (iii) since the date of the Prospectus (and any
          amendment or supplement thereto) there has not been any material,
          adverse change in the condition (financial or other), business,
          prospects (other than as a result of a change in the financial markets
          generally), properties, net assets or results of operations of the
          Fund (with respect to the certificates from such Fund officers) or the
          Manager (with respect to the certificates from such officers of the
          Manager), (iv) to the knowledge of such officers after reasonable
          investigation, no order suspending the effectiveness of the
          Registration Statement or prohibiting the sale of any of the Shares or
          having a material, adverse effect

                                       29

<PAGE>

          on the Fund (with respect to the certificates from such Fund officers)
          or the Manager (with respect to the certificates from such officers of
          the Manager) has been issued and no proceedings for any such purpose
          are pending before or threatened by the Commission or any court or
          other regulatory body, the NASD, any state securities commission, any
          national securities exchange, any arbitrator, any court or any other
          governmental, regulatory, self-regulatory or administrative agency or
          any official, (v) each of the Fund (with respect to certificates from
          such Fund officers) and the Manager (with respect to certificates from
          such officers of the Manager) has performed and complied with all
          agreements that this Agreement requires it to perform by such Closing
          Date, (vi) neither the Fund (with respect to the certificate from such
          officers of the Fund) nor the Manager (with respect to the certificate
          from such officers of the Manager) has sustained any material loss or
          interference with its business from any court or from legislative or
          other governmental action, order or decree or from any other
          occurrence not described in the Registration Statement and the
          Prospectus and any amendment or supplement to either of them and (vii)
          with respect to the certificate from such officers of the Fund, there
          has not been any change in the capital stock of the Fund nor any
          material increase in the debt of the Fund from that set forth in the
          Prospectus (and any amendment or supplement thereto) and the Fund has
          not sustained any material liabilities or obligations, direct or
          contingent, other than those reflected in the Prospectus (and any
          amendment or supplement thereto).

               (k) That the Fund and the Manager shall have furnished to you
          such further certificates, documents and opinions of counsel as you
          shall reasonably request (including certificates of officers of the
          Fund and the Manager).

               All such opinions, certificates, letters and other documents will
          be in compliance with the provisions hereof only if they are
          satisfactory in form and substance to you and your counsel acting in
          good faith.

               Any certificate or document signed by any officer of the Fund or
          the Manager and delivered to you, as Representatives of the
          Underwriters or to Underwriters' counsel, shall be deemed a
          representation and warranty by the Fund or the Manager to each
          Underwriter as to the statements made therein.

               The several obligations of the Underwriters to purchase
          Additional Shares hereunder are subject to (i) the accuracy of and
          compliance with the representations and warranties of the Fund and the
          Manager contained herein on and as of the Option Closing Date as
          though made on any Option Closing Date, (ii) satisfaction on and as of
          any Option Closing Date of the conditions set forth in this Section 9
          except that, if any Option Closing Date is other than the Closing
          Date, the certificates, opinions and letters referred to in paragraphs
          (b), (c), (d), (e), (f), (j), (k) and this paragraph shall be dated
          the Option Closing Date in question and the opinions and letters
          called for by paragraphs (b), (c), (d) and (e) shall be revised to
          reflect the sale of Additional Shares and (iii) the absence of
          circumstances on or prior to the Option Closing Date which would
          permit termination of this Agreement pursuant to Section 11 hereof if
          they existed on or prior to the Closing Date.

                                       30

<PAGE>

          10. Effective Date of Agreement.This Agreement shall become effective:
     (i) upon the execution and delivery hereof by the parties hereto; or (ii)
     if, at the time this Agreement is executed and delivered, it is necessary
     for the Registration Statement or a post-effective amendment thereto to be
     declared effective before the offering of the Shares may commence, when
     notification of the effectiveness of the Registration Statement or such
     post-effective amendment has been released by the Commission. Until such
     time as this Agreement shall have become effective, it may be terminated by
     the Fund by notifying you or by you, as Representatives of the several
     Underwriters, by notifying the Fund.

          If any one or more of the Underwriters shall fail or refuse to
     purchase Firm Shares which it or they have agreed to purchase hereunder and
     the aggregate number of Firm Shares which such defaulting Underwriter or
     Underwriters agreed but failed or refused to purchase is not more than
     one-tenth of the aggregate number of the Firm Shares, each non-defaulting
     Underwriter shall be obligated, severally, in the proportion which the
     aggregate number of Firm Shares set forth opposite its name in Schedule I
     hereto bears to the aggregate number of Firm Shares set forth opposite the
     names of all non-defaulting Underwriters or in such other proportion as you
     may specify in accordance with of the Salomon Smith Barney Master Agreement
     Among Underwriters, to purchase Firm Shares which such defaulting
     Underwriter or Underwriters agreed but failed or refused to purchase. If
     any Underwriter or Underwriters shall fail or refuse to purchase Firm
     Shares and the aggregate number of Firm Shares with respect to which such
     default occurs is more than one-tenth of the aggregate number of Firm
     Shares and arrangements satisfactory to you and the Fund for the purchase
     of such Firm Shares by one or more non-defaulting Underwriters or other
     party or parties approved by you and the Fund are not made within 36 hours
     after such default, this Agreement will terminate without liability on the
     part of any non-defaulting Underwriter or the Fund. In any such case which
     does not result in termination of this Agreement, either you or the Fund
     shall have the right to postpone the Closing Date, but in no event for
     longer than seven days, in order that the required changes, if any, in the
     Registration Statement and the Prospectus or any other documents or
     arrangements may be effected. Any action taken under this paragraph shall
     not relieve any defaulting Underwriter from liability in respect of any
     such default of any such Underwriter under this Agreement. The term
     "Underwriter" as used in this Agreement includes, for all purposes of this
     Agreement, any party not listed in Schedule I hereto who, with your
     approval and the approval of the Fund, purchases Firm Shares which a
     defaulting Underwriter agreed, but failed or refused, to purchase.

          Any notice under this Section 10 may be made by telegram, telecopy or
     telephone but shall be subsequently confirmed by letter.

          11. Termination of Agreement. This Agreement shall be subject to
     termination in your absolute discretion, without liability on the part of
     the Underwriters to the Fund or the Manager, by notice given to the Fund or
     the Manager prior to delivery of and payment for the Firm Shares and any
     Additional Shares, as the case may be, if at any time prior to such time
     (i) trading in the Fund's Common Shares shall have been suspended by the
     Commission or the AMEX or trading in securities generally on the NYSE or
     the AMEX shall have been suspended or limited or minimum prices for trading
     in securities generally shall have been established on either of such
     Exchanges, (ii) a commercial banking moratorium shall have been declared by
     either federal or

                                       31

<PAGE>

     New York state authorities, or (iii) there shall have occurred any outbreak
     or escalation of hostilities, declaration by the United States of a
     national emergency or war, or other calamity or crisis the effect of which
     on financial markets in the United States is such as to make it, in your
     sole judgment, impracticable or inadvisable to proceed with the offering or
     delivery of the Shares as contemplated by the Prospectus (exclusive of any
     supplement thereto). Notice of such termination may be given to the Fund or
     the Manager by telegram, telecopy or telephone and shall be subsequently
     confirmed by letter.

          12. Expenses. The Fund agrees to pay the following costs and expenses
     and all other costs and expenses incident to the performance by the Fund of
     its obligations hereunder: (a) the preparation, printing or reproduction,
     filing (including, without limitation, the filing fees prescribed by the
     1933 Act, the 1940 Act and the Rules and Regulations) and distribution of
     the Registration Statement (including exhibits thereto), the Prospectus,
     each Prepricing Prospectus and the 1940 Act Notification and all amendments
     or supplements to any of them, (b) the printing (or reproduction) and
     delivery (including postage, air freight charges and charges for counting
     and packaging) of such copies of the Registration Statement, the
     Prospectus, each Prepricing Prospectus, any sales material and all
     amendments or supplements to any of them as may be reasonably requested for
     use in connection with the offering and sale of the Shares, (c) the
     preparation, printing, authentication, issuance and delivery of
     certificates for the Shares, including any stamp taxes and transfer agent
     and registrar fees payable in connection with the original issuance and
     sale of such Shares, (d) the registrations or qualifications of the Shares
     for offer and sale under the securities or Blue Sky laws of the several
     states as provided in Section 5(g) hereof (including the reasonable fees,
     expenses and disbursements of counsel for the Underwriters relating to the
     preparation, printing or reproduction and delivery of the preliminary and
     supplemental Blue Sky Memoranda and such registration and qualification),
     (e) the fees and expenses of the Fund's independent accountants, counsel
     for the Fund and of the transfer agent, (f) the expenses of delivery to the
     Underwriters and dealers (including postage, air freight and the cost of
     counting and packaging) of copies of the Prospectus, the Prepricing
     Prospectus, any sales material and all amendments or supplements to the
     Prospectus as may be requested for use in connection with the offering and
     sale of the Shares, (g) the printing (or reproduction) and delivery of this
     Agreement, any dealer agreements, the preliminary and supplemental Blue Sky
     Memoranda and all other company-authorized agreements or other documents
     printed (or reproduced) and delivered in connection with the offering of
     the Shares, (h) the filing fees and the fees and expenses of counsel for
     the Underwriters in connection with any filings required to be made with
     the NASD and incurred with respect to the review of the offering of the
     Shares by the NASD and (i) the registration of the Shares under the 1934
     Act and the listing of the Shares on the AMEX.

          Notwithstanding the foregoing, in the event that the sale of the Firm
     Shares is not consummated pursuant to Section 2 hereof, the Manager will
     pay the costs and expenses of the Fund set forth above in this Section 12
     (a) through (i), and reimbursements of Underwriter expenses in connection
     with the offering shall be made in accordance with Section 5(k) hereof.

          13. Information Furnished by the Underwriters. The names of the
     underwriters and numbers of Shares listed opposite such names in the first
     paragraph under the caption

                                       32

<PAGE>

     "Underwriting" in the Prospectus, as well as, under the same caption, the
     last sentence of the second paragraph, the first sentence of the eleventh
     paragraph, the first sentence of the thirteenth paragraph and the
     eighteenth paragraph constitute the only information relating to any
     Underwriter furnished to the Fund in writing by or on behalf of the
     Underwriters through you as such information is referred to herein,
     expressly for use in the Prospectus.

          14. Miscellaneous. Except as otherwise provided in Sections 5, 10 and
     11 hereof, notice given pursuant to any provision of this Agreement shall
     be in writing and shall be delivered (a) if to the Fund or the Manager, c/o
     Nuveen Investments at 333 West Wacker Drive, Chicago, Illinois 60606,
     Attention: Alan G. Berkshire or (b) if to you, as Representatives of the
     Underwriters, at the office of Salomon Smith Barney Inc. at 388 Greenwich
     Street, New York, New York 10013, Attention: Manager, Investment Banking
     Division.

          This Agreement has been and is made solely for the benefit of the
     several Underwriters, the Fund, the Manager, their trustees, directors and
     officers and the other controlling persons referred to in Section 8 hereof
     and their respective successors and assigns to the extent provided herein
     and no other person shall acquire or have any right under or by virtue of
     this Agreement. Neither the term "successor" or the term "successors and
     assigns" as used in this Agreement shall include a purchaser from any
     Underwriter of any of the Shares in his status as such purchaser.

          A copy of the Declaration of Trust of the Fund is on file with the
     Secretary of State of The Commonwealth of Massachusetts. Consistent with
     the Fund's Declaration of Trust, notice is hereby given and the parties
     hereto agree that this Agreement has been executed on behalf of the Fund by
     the Trustee(s) or officer(s) of the Fund in such capacity and not
     individually by them and that the obligations of the Fund under this
     Agreement are not binding upon any of them or the shareholders of the Fund
     individually but are binding only upon the assets and property of the Fund.

          15. Applicable Law; Counterparts.This Agreement shall be governed by
     and construed in accordance with the laws of the State of New York.

          This Agreement may be signed in various counterparts which together
     constitute one and the same instrument. If signed in counterparts, this
     Agreement shall not become effective unless at least one counterpart hereof
     shall have been executed and delivered on behalf of each party hereto.

                                       33

<PAGE>

          Please confirm that the foregoing correctly sets forth the agreement
among the Fund and the Manager and the several Underwriters.

                                         Very truly yours,

                                         NUVEEN INSURED CALIFORNIA TAX-FREE
                                         ADVANTAGE MUNICIPAL FUND

                                         By:
                                            ----------------------------------
                                            Title:  Chief Administrative Officer


                                         NUVEEN ADVISORY CORP.


                                         By:
                                            ------------------------------------
                                            Title:  Managing Director

                                       34

<PAGE>

                                                  Confirmed as of the date
                                                  first above written on
                                                  behalf of themselves and
                                                  the other several Underwriters
                                                  named in Schedule I hereto.
By:                                       Salomon Smith Barney Inc.
                                          Nuveen Investments
                                          A.G. Edwards & Sons, Inc.
                                          Prudential Securities Incorporated
                                          Crowell, Weedon & Co.
                                          Raymond James & Associates, Inc.
                                          RBC Dain Rauscher, Inc.
                                          Wachovia Securities, Inc.
                                          Wedbush Morgan Securities Inc.


AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS

By:      SALOMON SMITH BARNEY INC.


         By:
            -------------------------------------
            Title:

                                       35

<PAGE>

                                   SCHEDULE I

NAME OF UNDERWRITERS                                    NUMBER OF COMMON SHARES
--------------------                                    -----------------------

Salomon Smith Barney Inc.
Nuveen Investments


      Total

</TEXT>
</DOCUMENT>
