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<SEC-DOCUMENT>0000950131-02-004655.txt : 20021125
<SEC-HEADER>0000950131-02-004655.hdr.sgml : 20021125
<ACCEPTANCE-DATETIME>20021122210954
ACCESSION NUMBER:		0000950131-02-004655
CONFORMED SUBMISSION TYPE:	POS EX
PUBLIC DOCUMENT COUNT:		12
FILED AS OF DATE:		20021125
EFFECTIVENESS DATE:		20021125

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NUVEEN INSURED CALIFORNIA TAX FREE ADVANTAGE MUNICIPAL FUND
		CENTRAL INDEX KEY:			0001195738
		IRS NUMBER:				362639476
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		POS EX
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-100323
		FILM NUMBER:		02838606

	BUSINESS ADDRESS:	
		STREET 1:		333 WEST WACKER DRIVE
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		3129178146
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS EX
<SEQUENCE>1
<FILENAME>dposex.txt
<DESCRIPTION>NUVEEN INSURED CALIFORNIA TAX FREE ADV MUNI FUND
<TEXT>
<PAGE>

    As filed with the Securities and Exchange Commission on November 25, 2002
================================================================================
                                                    1933 Act File No. 333-100323
                                                    1940 Act File No. 811-21212

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form N-2
                        (Check appropriate box or boxes)

[_]    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_]    Pre-Effective Amendment No. __________
[X]    Post-Effective Amendment No. 1

               and
[X]    REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]    Amendment No. 4

           Nuveen Insured California Tax-Free Advantage Municipal Fund
          Exact Name of Registrant as Specified in Declaration of Trust
                 333 West Wacker Drive, Chicago, Illinois 60606
 Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
                                 (800) 257-8787
               Registrant's Telephone Number, including Area Code

                               Jessica R. Droeger
                          Vice President and Secretary
                              333 West Wacker Drive
                             Chicago, Illinois 60606
  Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
                          Copies of Communications to:

    Stacy H. Winick           Thomas S. Harman              Cynthia Cobden
Bell, Boyd & Lloyd LLC   Morgan, Lewis & Bockius LLP  Simpson Thacher & Bartlett
70 West Madison Street       1800 M Street, N.W.         425 Lexington Avenue
   Chicago, IL 60602       Washington, D.C. 20036         New York, NY 10017

                  Approximate Date of Proposed Public Offering:

 As soon as practicable after the effective date of this Registration Statement

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

       If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]

       It is proposed that this filing will become effective (check appropriate
box)

       [_]    when declared effective pursuant to section 8(c).

       [X]    This form is a post-effective amendment filed pursuant to
              Rule 462(d) under the Securities Act of 1933 and the Securities
              Act registration statement number of the earlier effective
              registration statement for the same offering is 333-100323.

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

        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
===================================================================================================================
                                                                           Proposed Maximum
  Title of Securities Being          Amount           Proposed Maximum         Aggregate            Amount of
         Registered            Being Registered   Offering Price Per Unit  Offering Price (1)  Registration Fee(2)
- -------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                      <C>                 <C>
Common Shares,
$0.01 par value ("Shares")     8,000,000 Shares           $15.00             $120,000,000             $11,040
===================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.

(2)  All fees have previously been paid.

        ===============================================================

                                        1

<PAGE>

                                EXPLANATORY NOTE

         This Post-Effective Amendment No. 1 to the Registration Statement
on Form N-2 (File No. 333-100323) of Nuveen Insured California Tax-Free
Advantage Municipal Fund is being filed pursuant to Rule 462(d) under the
Securities Act of 1933, as amended for the sole purpose of adding exhibit b-2,
By-laws of Registrant as amended and restated on October 22, 2002, and
accordingly, shall become effective immediately upon filing with the Securities
and Exchange Commission.

                                        2

<PAGE>

                           PART C - OTHER INFORMATION

Item 24:  Financial Statements and Exhibits

       1.      Financial Statements:

       Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization. Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
1940 Act were filed in Pre-effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 (File No. 333-100323) and are incorporated
herein by reference.

       2.      Exhibits:

a.     Declaration of Trust dated July 29, 2002. Filed on October 4, 2002 as
       Exhibit a to Registrant's Registration Statement on Form N-2 (File No.
       333-100323) and incorporated herein by reference.

b.1    By-laws of Registrant. Filed on October 4, 2002 as Exhibit b to
       Registrant's Registration Statement on Form N-2 (File No. 333-100323) and
       incorporated herein by reference.

b.2    By-laws of Registrant as amended and restated on October 22, 2002.

c.     None.

d.     Form of Share Certificate.

e.     Terms and Conditions of the Dividend Reinvestment Plan. Filed on November
       20, 2002 as Exhibit e to Pre-effective Amendment No. 2 to Registrant's
       Registration Statement on Form N-2 (File No. 333-100323) and incorporated
       herein by reference.

f.     None.

g.     Investment Management Agreement between Registrant and Nuveen Advisory
       Corp. dated November 14, 2002. Filed on November 20, 2002 as Exhibit g to
       Pre-effective Amendment No. 2 to Registrant's Registration Statement on
       Form N-2 (File No. 333-100323) and incorporated herein by reference.

h.1    Form of Underwriting Agreement.

h.2    Form of Salomon Smith Barney Master Selected Dealer Agreement.

h.3    Form of Nuveen Master Selected Dealer Agreement.

h.4    Form of Master Agreement Among Underwriters.

h.5    Form of Dealer Letter Agreement.

                                        3

<PAGE>

i.     Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
       Independent Directors and Trustees. Filed on November 20, 2002 as Exhibit
       i to Pre-effective Amendment No. 2 to Registrant's Registration Statement
       on Form N-2 (File No. 333-100323) and incorporated herein by reference.

j.     Master Custodian Agreement between Registrant and State Street Bank and
       Trust Company dated November 4, 2002. Filed on November 20, 2002 as
       Exhibit j to Pre-effective Amendment No. 2 to Registrant's Registration
       Statement on Form N-2 (File No. 333-100323) and incorporated herein by
       reference.

k.1    Transfer Agency and Service Agreement between Registrant and State Street
       Bank and Trust Company dated October 7, 2002. Filed on November 20,
       2002 as Exhibit k.1 to Pre-effective Amendment No. 2 to Registrant's
       Registration Statement on Form N-2 (File No. 333-100323) and incorporated
       herein by reference.

k.2    Expense Reimbursement Agreement between Registrant and Nuveen Advisory
       Corp. dated November 14, 2002. Filed on November 20, 2002 as Exhibit k.2
       to Pre-effective Amendment No. 2 to Registrant's Registration Statement
       on Form N-2 (File No. 333-100323) and incorporated herein by reference.

l.1    Opinion and consent of Bell, Boyd & Lloyd LLC. Filed on November 20, 2002
       as Exhibit l.1 to Pre-effective Amendment No. 2 to Registrant's
       Registration Statement on Form N-2 (File No. 333-100323) and incorporated
       herein by reference.

l.2    Opinion and consent of Bingham McCutchen LLP. Filed on November 20, 2002
       as Exhibit l.2 to Pre-effective Amendment No. 2 to Registrant's
       Registration Statement on Form N-2 (File No. 333-100323) and incorporated
       herein by reference.

l.3    Consent of Bell, Boyd & Lloyd LLC.

l.4    Consent of Bingham McCutchen LLP.

m.     None.

n.     Consent of Ernst & Young LLP.

o.     None.

p.     Subscription Agreement of Nuveen Advisory Corp. dated November 4, 2002.
       Filed on November 20, 2002 as Exhibit p to Pre-effective Amendment No. 2
       to Registrant's Registration Statement on Form N-2 (File No. 333-100323)
       and incorporated herein by reference.

q.     None.

r.     Code of Ethics of Nuveen Advisory Corp. Filed on October 24, 2002 as
       Exhibit r to Pre-effective Amendment No. 1 to Registrant's Registration
       Statement on Form N-2 (File No. 333-100323) and incorporated herein by
       reference.

                                        4

<PAGE>

s.   Powers of Attorney.

Item 25: Marketing Arrangements.

     See Sections 2, 3 and 5(n) of the Form of Underwriting Agreement filed as
     Exhibit h.1 to the Registration Statement.

     See the Introductory Paragraph and Sections 2 and 3(d) of the Form of
     Salomon Smith Barney Master Selected Dealer Agreement filed as Exhibit h.2
     to the Registration Statement and the Introductory Paragraph and Sections 2
     and 3(d) of the Form of Nuveen Master Selected Dealer Agreement filed as
     Exhibit h.3 to the Registration Statement.

     See Introductory Paragraphs and Sections 1, 2, 3.1, 3.2, 3.4-3.8, 4.1, 4.2,
     5.1-5.4, 6.1, 10.9 and 10.10 of the Form of Master Agreement Among
     Underwriters filed as Exhibit h.4 to the Registration Statement.

     See Paragraph e of the Form of Dealer Letter Agreement between Nuveen and
     the Underwriters filed as Exhibit h.5 to the Registration Statement.

Item 26: Other Expenses of Issuance and Distribution

         Securities and Exchange Commission fees                 $ 11,040
         National Association of Securities Dealers, Inc. fees     12,500
         Printing and engraving expenses                          259,000
         Legal Fees                                                75,000
         American Stock Exchange listing fees                       5,125
         Blue Sky filing fees and expenses                          5,000
         Underwriter's reimbursement                               33,000
         Miscellaneous expenses                                     7,335
                                                                 ---------
                  Total                                          $410,000*
                                                                 =========

_________________
*  Nuveen Advisory has contractually agreed to reimburse the Fund for fees and
   expenses in the amount of .32% of average daily Managed Assets for the
   first 5 full years of the Fund's operations, .24% of average daily Managed
   Assets in year 6, .16% in year 7 and .08% in year 8. Without the
   reimbursement, "Total Net Annual Expenses" would be estimated to be 1.31%
   of average daily net assets attributable to Common Shares. Nuveen has
   agreed to pay (i) all organizational expenses and (ii) offering costs
   (other than sales load) that exceed $0.03 per Common Share (.20% of
   offering price).

Item 27: Persons Controlled by or under Common Control with Registrant

     Not applicable.

Item 28: Number of Holders of Securities

     At November 21, 2002

                                        5

<PAGE>

                                                         Number of
                 Title of Class                       Record Holders
                 --------------                       --------------

         Common Shares, $0.01 par value                     1

Item 29:  Indemnification

     Section 4 of Article XII of the Registrant's Declaration of Trust provides
as follows:

     Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.

     No indemnification shall be provided hereunder to a Covered Person:

(a)  against any liability to the Trust or its Shareholders by reason of a final
     adjudication by the court or other body before which the proceeding was
     brought that he engaged in willful misfeasance, bad faith, gross negligence
     or reckless disregard of the duties involved in the conduct of his office;

(b)  with respect to any matter as to which he shall have been finally
     adjudicated not to have acted in good faith in the reasonable belief that
     his action was in the best interests of the Trust; or

(c)  in the event of a settlement or other disposition not involving a final
     adjudication (as provided in paragraph (a) or (b)) and resulting in a
     payment by a Covered Person, unless there has been either a determination
     that such Covered Person did not engage in willful misfeasance, bad faith,
     gross negligence or reckless disregard of the duties involved in the
     conduct of his office by the court or other body approving the settlement
     or other disposition or a reasonable determination, based on a review of
     readily available facts (as opposed to a full trial-type inquiry), that he
     did not engage in such conduct:

          (i)  by a vote of a majority of the Disinterested Trustees acting on
               the matter (provided that a majority of the Disinterested
               Trustees then in office act on the matter); or

          (ii) by written opinion of independent legal counsel.

     The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators

                                        6

<PAGE>

of such a person. Nothing contained herein shall affect any rights to
indemnification to which Trust personnel other than Covered Persons may be
entitled by contract or otherwise under law.

     Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:

          (a) such undertaking is secured by a surety bond or some other
     appropriate security or the Trust shall be insured against losses arising
     out of any such advances; or

          (b) a majority of the Disinterested Trustees acting on the matter
     (provided that a majority of the Disinterested Trustees then in office act
     on the matter) or independent legal counsel in a written opinion shall
     determine, based upon a review of the readily available facts (as opposed
     to a full trial-type inquiry), that there is reason to believe that the
     recipient ultimately will be found entitled to indemnification.

     As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.

     As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.

     The trustees and officers of the Registrant are covered by Investment Trust
Directors and Officers and Errors and Omission policies in the aggregate amount
of $50,000,000 against liability and expenses of claims of wrongful acts arising
out of their position with the Registrant, except for matters which involve
willful acts, bad faith, gross negligence and willful disregard of duty (i.e.,
where the insured did not act in good faith for a purpose he or she reasonably
believed to be in the best interest of Registrant or where he or she had
reasonable cause to believe this conduct was unlawful). The policy has a
$500,000 deductible, which does not apply to individual trustees or officers.

     Section 8 of the Underwriting Agreement filed as Exhibit h.1 to the
Registration Statement provides for each of the parties thereto, including the
Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.

     Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the

                                        7

<PAGE>

Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

Item 30:  Business and Other Connections of Investment Adviser

     Nuveen Advisory Corp. serves as investment adviser to the following
open-end management type investment companies: Nuveen Multistate Trust I, Nuveen
Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV and
Nuveen Municipal Trust. Nuveen Advisory Corp. also serves as investment adviser
to the following closed-end management type investment companies other than the
Registrant: Nuveen Municipal Value Fund, Inc., Nuveen California Municipal Value
Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal Income
Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen Performance Plus
Municipal Fund, Inc., Nuveen California Performance Plus Municipal Fund, Inc.,
Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen Municipal
Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund, Inc., Nuveen
California Municipal Market Opportunity Fund, Inc., Nuveen New York Municipal
Market Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc.,
Nuveen California Investment Quality Municipal Fund, Inc., Nuveen New York
Investment Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund,
Inc., Nuveen Florida Investment Quality Municipal Fund, Nuveen New Jersey
Investment Quality Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality
Municipal Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen California
Select Quality Municipal Fund, Inc., Nuveen New York Select Quality Municipal
Fund, Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund, Nuveen
Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen
California Quality Income Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen Premier
Insured Municipal Income Fund, Inc., Nuveen Insured California Premium Income
Municipal Fund, Inc., Nuveen Insured New York Premium Income Municipal Fund,
Inc., Nuveen Premium Income Municipal Fund 2, Inc., Nuveen Select Maturities
Municipal Fund, Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen
Insured Florida Premium Income Municipal Fund, Nuveen Michigan Premium Income
Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc.,
Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Insured California Premium
Income Municipal Fund 2, Inc., Nuveen Insured New York Premium Income Municipal
Fund 2, Nuveen Georgia Premium Income Municipal Fund 2, Nuveen Pennsylvania
Premium Income Municipal Fund 2, Nuveen Maryland Premium Income Municipal Fund,
Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Virginia Premium
Income Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund, Nuveen
Georgia Premium Income Municipal Fund, Nuveen Missouri Premium Income

                                        8

<PAGE>

Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen
California Premium Income Municipal Fund, Nuveen Insured Premium Income
Municipal Fund 2, Nuveen New York Dividend Advantage Municipal Fund, Nuveen
California Dividend Advantage Municipal Fund, Nuveen Dividend Advantage
Municipal Fund, Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen
Connecticut Dividend Advantage Municipal Fund, Nuveen North Carolina Dividend
Advantage Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund,
Nuveen Massachusetts Dividend Advantage Municipal Fund, Nuveen Maryland Dividend
Advantage Municipal Fund, Nuveen Dividend Advantage Municipal Fund 2, Nuveen
California Dividend Advantage Municipal Fund 2, Nuveen New York Dividend
Advantage Municipal Fund 2, Nuveen Pennsylvania Dividend Advantage Municipal
Fund, Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen New Jersey Dividend
Advantage Municipal Fund, Nuveen Michigan Dividend Advantage Municipal Fund,
Nuveen California Dividend Advantage Municipal Fund 3, Nuveen Dividend Advantage
Municipal Fund 3, Nuveen Georgia Dividend Advantage Municipal Fund, Nuveen Ohio
Dividend Advantage Municipal Fund 2, Nuveen Maryland Dividend Advantage
Municipal Fund 2, Nuveen North Carolina Dividend Advantage Municipal Fund 2,
Nuveen Virginia Dividend Advantage Municipal Fund 2, Nuveen Insured Dividend
Advantage Municipal Fund, Nuveen Insured California Dividend Advantage Municipal
Fund, Nuveen Insured New York Dividend Advantage Municipal Fund, Nuveen Arizona
Dividend Advantage Municipal Fund 2, Nuveen Connecticut Dividend Advantage
Municipal Fund 2, Nuveen New Jersey Dividend Advantage Municipal Fund 2, Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2, Nuveen Ohio Dividend Advantage
Municipal Fund 3, Nuveen Arizona Dividend Advantage Municipal Fund 3, Nuveen
Connecticut Dividend Advantage Municipal Fund 3, Nuveen Georgia Dividend
Advantage Municipal Fund 2, Nuveen Maryland Dividend Advantage Municipal Fund 3
and Nuveen North Carolina Dividend Advantage Municipal Fund 3.

       Nuveen Advisory Corp. has no other clients or business at the present
time. For a description of other business, profession, vocation or employment of
a substantial nature in which any director or officer of the investment adviser
has engaged during the last two years for his account or in the capacity of
director, officer, employee, partner or trustee, see the descriptions under
"Management of the Fund" in Part B of the Registration Statement. Such
information for the remaining senior officers of Nuveen Advisory Corp. appears
below:

<TABLE>
<CAPTION>
                                                                Other Business Profession, Vocation
Name and Position with NAC                                      or Employment During Past Two Years
- --------------------------                                      -----------------------------------
<S>                                                     <C>
John P. Amboian, President ........................     President, formerly Executive Vice President of the
                                                        John Nuveen Company, Nuveen Investments, Nuveen
                                                        Institutional Advisory Corp., Nuveen Asset
                                                        Management, Inc. and Nuveen Senior Loan Asset
                                                        Management, Inc. and Executive Vice President and
                                                        Director of Rittenhouse Financial Services, Inc.

Alan G. Berkshire, Senior Vice President,
Secretary and General Counsel .....................     Senior Vice President and General Counsel (since
                                                        1997) and Secretary (since 1998) of
</TABLE>

                                        9

<PAGE>

                                              The John Nuveen Company, Nuveen
                                              Investments, and Nuveen
                                              Institutional Advisory Corp.
                                              Senior Vice President and
                                              Secretary (since 1999) of Nuveen
                                              Senior Loan Asset Management Inc.,
                                              prior thereto, Partner in the law
                                              firm of Kirkland & Ellis.

Margaret E. Wilson, Senior Vice President,
Finance .................................     Senior Vice President, Finance, of
                                              the John Nuveen Company, Nuveen
                                              Investments and Nuveen
                                              Institutional Advisory Corp. and
                                              Senior Vice President and
                                              Controller of Nuveen Senior Loan
                                              Asset Management, Inc.; formerly
                                              CFO of Sara Lee Corp., Bakery
                                              Division.

Item 31: Location of Accounts and Records

       Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606,
maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholders meetings and contracts of the Registrant and all advisory material
of the investment adviser.

       State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, maintains all general and subsidiary ledgers, journals,
trial balances, records of all portfolio purchases and sales, and all other
required records not maintained by Nuveen Advisory Corp.

Item 32:  Management Services

       Not applicable.

Item 33:  Undertakings

       1.     Registrant undertakes to suspend the offering of its shares until
it amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

       2.     Not applicable.

       3.     Not applicable.

       4.     Not applicable.

       5.     The Registrant undertakes that:

              a.    For purposes of determining any liability under the
       Securities Act of 1933, the information omitted from the form of
       prospectus filed as part of a registration statement in reliance upon
       Rule 430A and contained in the form of

                                       10

<PAGE>

         prospectus filed by the Registrant under Rule 497(h) under the
         Securities Act of 1933 shall be deemed to be part of the Registration
         Statement as of the time it was declared effective.

               b.  For the purpose of determining any liability under the
         Securities Act of 1933, each post-effective amendment that contains a
         form of prospectus shall be deemed to be a new registration statement
         relating to the securities offered therein, and the offering of the
         securities at that time shall be deemed to be the initial bona fide
         offering thereof.

         6.    The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional Information.

                                       11

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 25th day of
November 2002.

                                         NUVEEN INSURED CALIFORNIA TAX-FREE
                                         ADVANTAGE MUNICIPAL FUND

                                         /s/ Jessica R. Droeger
                                         ---------------------------------------
                                         Jessica R. Droeger, Vice President and
                                         Secretary

     Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
        Signature                                      Title                           Date
        ---------                                      -----                           ----
<S>                                        <C>                                  <C>
/s/ Stephen D. Foy                         Vice President and Controller        November 25, 2002
- ------------------------                   (Principal Financial and
    Stephen D. Foy                         Accounting Officer)


/s/ Gifford R. Zimmerman                   Chief Administrative Officer
- ------------------------                   (Principal Executive Officer)
    Gifford R. Zimmerman

Timothy R. Schwertfeger*                   Chairman of the Board and            By: /s/ Gifford R. Zimmerman
                                           Trustee                                  ------------------------
                                                                                        Gifford R. Zimmerman
                                                                                        Attorney-In-Fact

Robert P. Bremner*                         Trustee                              November 25, 2002

Lawrence H. Brown*                         Trustee

Anne E. Impellizzeri*                      Trustee

Peter R. Sawers*                           Trustee

William J. Schneider*                      Trustee

Judith M. Stockdale*                       Trustee
</TABLE>

*    Original powers of attorney authorizing Jessica R. Droeger and Gifford R.
     Zimmerman, among others, to execute the Registration Statement, and
     Amendments thereto, for each of the trustees of Registrant on whose behalf
     the Registration Statement is filed, have been executed and filed as
     exhibits.

                                       12

<PAGE>

                                INDEX TO EXHIBITS

a.       Declaration of Trust dated July 29, 2002.*
b.1      By-laws of Registrant.*
b.2      By-laws of Registrant as amended and restated on October 22, 2002.
c.       None.
d.       Form of Share Certificate.
e.       Terms and Conditions of the Dividend Reinvestment Plan.*
f.       None.
g.       Investment Management Agreement between Registrant and Nuveen Advisory
         Corp. dated November 14, 2002.*
h.1      Form of Underwriting Agreement.
h.2      Form of Salomon Smith Barney Master Selected Dealer Agreement.
h.3      Form of Nuveen Master Selected Dealer Agreement.
h.4      Form of Master Agreement Among Underwriters.
h.5      Form of Dealer Letter Agreement.
i.       Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
         Independent Directors and Trustees.*
j.       Master Custodian Agreement between Registrant and State Street Bank and
         Trust Company dated November 4, 2002.*
k.1      Transfer Agency and Service Agreement between Registrant and State
         Street Bank and Trust Company dated October 7, 2002.*
k.2      Expense Reimbursement Agreement between Registrant and Nuveen Advisory
         Corp. dated November 14, 2002.*
l.1      Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2      Opinion and consent of Bingham McCutchen LLP.*
l.3      Consent of Bell, Boyd & Lloyd LLC.
l.4      Consent of Bingham McCutchen LLP.
m.       None.
n.       Consent of Ernst & Young LLP.
o.       None.
p.       Subscription Agreement of Nuveen Advisory Corp. dated November 4,
         2002.*
q.       None.
r.       Code of Ethics of Nuveen Advisory Corp.*
s.       Powers of Attorney.

___________________
*  Incorporated by reference - see Item 24

                                       13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B.2
<SEQUENCE>3
<FILENAME>dex99b2.txt
<DESCRIPTION>AMENDED BY-LAWS OF NUVEEN LEVERAGED MUNI FUNDS
<TEXT>
<PAGE>


                                     BY-LAWS
                                       OF
                   NUVEEN LEVERAGED MUNICIPAL CLOSED-END FUNDS
                                  ORGANIZED AS
                          MASSACHUSETTS BUSINESS TRUSTS

                  (Amended and Restated as of October 22, 2002)


                                    ARTICLE I


                              DECLARATION OF TRUST
                                       AND
                                     OFFICES

     Section 1.1. The Trust; Declaration of Trust. These are the By-Laws, of
each Nuveen Leveraged Municipal Closed-End Fund listed on Exhibit A, each a
Massachusetts business trust established by its own Declaration of Trust (each
such fund being referred to individually as the "Trust"). The Trust shall be
subject to the Declaration of Trust, as from time to time in effect (the
"Declaration of Trust").

     Section 1.2. Registered Agent. The registered agent of the Trust in the
Commonwealth of Massachusetts shall be CT Corporation System, 150 Federal
Street, Boston, Massachusetts, or such other agent as may be fixed by the Board
of Trustees.

     Section 1.3 Other Offices. The Trust may have such other offices and places
of business within or without the Commonwealth of Massachusetts as the Board of
Trustees shall determine.

                                   ARTICLE II

                                  SHAREHOLDERS

<PAGE>

                                      -2-


     Section 2.1. Place of Meetings. Meetings of the Shareholders may be held at
such place or places within or without the Commonwealth of Massachusetts as
shall be fixed by the Board of Trustees and stated in the notice of the meeting.

     Section 2.2. Regular Meeting. Regular meetings of the Shareholders for the
election of Trustees and the transaction of such other business as may
properly come before the meeting shall be held on an annual or other less
frequent periodic basis at such date and time as the Board of Trustees by
resolution shall designate, except as otherwise required by applicable law.

     Section 2.3. Special Meeting. Special meetings of the Shareholders for
any purpose or purposes may be called by the Chairman of the Board, the Chief
Administrative Officer or two or more Trustees, and must be called at the
written request stating the purpose or purposes of the meeting, of Shareholders
entitled to cast at least l0 percent of all the votes entitled to be cast at the
meeting.

     Section 2.4. Notice of Meetings. Notice stating the time and place of the
meeting and in the case of a special meeting the purpose or purposes thereof
and by whom called, shall be delivered to each Shareholder not less than ten
(10) nor more than ninety (90) days prior to the meeting, except where the
meeting is an adjourned meeting and the date, time and place of the meeting
were announced at the time of the adjournment.

     Section 2.5. Quorum and Action. (a) The holders of a majority of the voting
power of the shares of beneficial interest of the Trust (the "Shares") entitled
to vote at a meeting are a quorum for the transaction of business. If a quorum
is present when a duly called or held meeting is convened, the Shareholders
present may continue to transact business until adjournment, even though the
withdrawal of a number of Shareholders originally present leaves less than the
proportion or number otherwise required for a quorum. Notwithstanding the
foregoing, when the holders of Preferred Shares are entitled to elect any of
the Trust's Trustees by class vote of such holders, the holders of 33 1/3% of
the Shares entitled to vote at a meeting shall constitute a quorum for the
purpose of such an election.

     (b) The Shareholders shall take action by the affirmative vote of the
holders of a majority, except in the case of the election of Trustees which
shall only require a plurality, of the voting power of the Shares present and
entitled to vote at a meeting of Shareholders at which a quorum is present,
except as may be otherwise required by the Investment Company Act of 1940, as
amended (the "1940 Act"), the Declaration of Trust or any resolution of the
Trustees which authorizes the issuance of Preferred Shares.

<PAGE>

                                      -3-

     Section 2.6. Voting. At each meeting of the Shareholders, every, holder of
Shares then entitled to vote may vote in person or by proxy and, except as
otherwise provided by the 1940 Act, the Declaration of Trust or any resolution
of the Trustees which authorizes the issuance of Preferred Shares, shall have
one vote for each Share registered in his name.

     Section 2.7. Proxy Representation. A Shareholder may cast or authorize the
casting of a vote by filing a written appointment of a proxy with an officer of
the Trust at or before the meeting at which the appointment is to be effective.
The placing of a Shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures which
are reasonably designed to verify that such instructions have been authorized by
such Shareholder, shall constitute execution of such proxy by or on behalf of
such Shareholder. The appointment of a proxy is valid for eleven months, unless
a longer period is expressly provided in the appointment. No appointment is
irrevocable unless the appointment is coupled with an interest in the Shares or
in the Trust. Any copy, facsimile telecommunication or other reliable
reproduction of a proxy may be substituted for or used in lieu of the original
proxy for any and all purposes for which the original proxy could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original proxy.

     Section 2.8. Adjourned Meetings. Any meeting of Shareholders may by
announcement thereat, be adjourned to a designated time and place by the vote
of the holders of a majority of the Shares present and entitled to vote thereat
even though less than a quorum is so present. An adjourned meeting may reconvene
as designed, and when a quorum is present any business may be transacted which
might have been transacted at the meeting as originally called.

     Section 2.9. Action by Written Consent in Lieu of Meeting of Shareholders.
See Section 6.3 of these By-Laws.

                                   ARTICLE III

                                    TRUSTEES

     Section 3.1. Qualifications and Number: Vacancies. Each Trustee shall be a
natural person. A Trustee need not be a Shareholder, a citizen of the United
States, or a resident of the Commonwealth of Massachusetts. The number of
Trustees of the Trust, their term and election and the filling of vacancies,
shall be as provided in the Declaration of Trust.

<PAGE>

                                      -4-

     Section 3.2. Powers. The business and affairs of the Trust shall be managed
under the direction of the Board of Trustees. All powers of the Trust may be
exercised by or under the authority of the Board of Trustees, except those
conferred on or reserved to the Shareholders by statute, the Declaration of
Trust or these By-Laws.

     Section 3.3. Investment Policies. It shall be the duty of the Board of
Trustees to ensure that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Trust are at all times
consistent with the investment objectives, policies and restrictions with
respect to securities investments and otherwise of the Trust filed from time to
time with the Securities and Exchange Commission and as required by the 1940
Act, unless such duty is delegated to an investment adviser pursuant to a
written contract, as provided in the Declaration of Trust. The Trustees,
however, may delegate the duty of management of the assets of the Trust and may
delegate such other of their powers and duties to the Executive Committee or any
other committee, or to an individual or corporate investment adviser to act as
investment adviser or subadviser pursuant to a written contract.

     Section 3.4. Meetings. Regular meetings of the Trustees may be held
without notice at such times as the Trustees shall fix. Special meetings of the
Trustees may be called by the Chairman of the Board or the Chief Administrative
Officer, and shall be called at the written request of two or more Trustees.
Unless waived by each Trustee, three days' notice of special meetings shall be
given to each Trustee in person, by mail, by telephone, or by telegram or cable,
or by any other means that reasonably may be expected to provide similar notice.
Notice of special meetings need not state the purpose or purposes thereof.
Meetings of the Trustees may be held at any place within or outside the
Commonwealth of Massachusetts. A conference among Trustees by any means of
communication through which the Trustees may simultaneously hear each other
during the conference constitutes a meeting of the Trustees or of a committee of
the Trustees, if the notice requirements have been met (or waived) and if the
number of Trustees participating in the conference would be sufficient to
constitute a quorum at such meeting. Participation in such meeting by that means
constitutes presence in person at the meeting.

     Section 3.5. Quorum and Action. A majority of the Trustees currently
holding office, or in the case of a meeting of a committee of the Trustees, a
majority of the members of such committee, shall constitute a quorum for the
transaction of business at any meeting. If a quorum is present when a duly
called or held meeting is convened, the Trustees present may continue to
transact business until adjournment, even though the withdrawal of a number of
Trustees originally present leaves less than the proportion or number otherwise
required for a quorum. At any duly held meeting at which a quorum

<PAGE>

                                      -5-

is present, the affirmative vote of the majority of the Trustees present shall
be the act of the Trustees or the committee, as the case may be, on any
question, except where the act of a greater number is required by these By-Laws
or by the Declaration of Trust.

     Section 3.6. Action by Written Consent in Lieu of Meetings of Trustees.
See Section 6.3 of these By-Laws.

     Section 3.7. Committees. The Trustees, by resolution adopted by the
affirmative vote of a majority of the Trustees, may designate from their members
an Executive Committee, an Audit Committee (whose function shall be to advise
the Trustees as to the selection of and review of the work of the independent
public accountants of the Trust) and any other committee or committees, each
such committee to consist of two or more Trustees and to have such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Any such committee may be terminated at any time by the affirmative
vote of a majority of the Trustees.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1. Number and Qualifications. The officers of the Trust shall
include a Chairman of the Board, a Chief Administrative Officer, a Controller,
one or more Vice Presidents (one of whom may be designated Executive Vice
President), a Treasurer, and a Secretary. Any two or more offices may be held by
the same person. Unless otherwise determined by the Trustees, each officer shall
be appointed by the Trustees for a term which shall continue until the meeting
of the Trustees following the next regular meeting of Shareholders and until his
successor shall have been duly elected and qualified, or until his death, or
until he shall have resigned or have been removed, as hereinafter provided in
these By-Laws. The Trustees may from time to time elect, or delegate to the
Chairman of the Board or the Chief Administrative Officer, or both, the power to
appoint, such officers (including one or more Assistant Vice Presidents, one or
more Assistant Treasurers and one or more Assistant Secretaries) and such agents
as may be necessary or desirable for the business of the Trust. Such other
officers shall hold office for such terms as may be prescribed by the Trustees
or by the appointing authority.

     Section 4.2. Resignations. Any officer of the Trust may resign at any time
by giving written notice of his resignation to the Trustees, the Chairman of the
Board, the Chief Administrative Officer or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt,
and, unless

<PAGE>

                                       -6-


otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     Section 4.3. Removal. An officer may be removed at any time, with or
without cause, by a resolution approved by the affirmative vote of a majority of
the Trustees present at a duly convened meeting of the Trustees.

     Section 4.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, may be filled for the
unexpired portion of the term by the Trustees, or in the manner determined by
the Trustees.

     Section 4.5. The Chairman of the Board. The Chairman of the Board shall be
elected from among the Trustees. He shall:

          (a) when present, preside at all meetings of the Trustees and of the
     Shareholders;

          (b) see that all orders and resolutions of the Trustees are carried
     into effect; and

          (c) maintain records of and, whenever necessary, certify all
     proceedings of the Trustees and the Shareholders.


In the absence of the Chief Administrative Officer or in the event of his
disability, or inability to act or to continue to act, the Chairman of the Board
shall perform the duties of the Chief Administrative Officer and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
Chief Administrative Officer.

     Section 4.6. The Chief Administrative Officer. The Chief Administrative
Officer shall be the chief executive and operating officer of the Trust and,
subject to the Chairman of the Board, he shall have general authority over and
general management and control of the business and affairs of the Trust. In
general, he shall discharge all duties incident to the office of the chief
executive and operating officer of the Trust and such other duties as may be
prescribed by the Trustees from time to time. The Chief Administrative Officer
shall be authorized to do or cause to be done all things necessary or
appropriate, including preparation, execution and filing of any documents, to
effectuate the registration from time to time of the Common Shares or Preferred
Shares of the Trust with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended. He shall perform all duties incident to the
office of

<PAGE>

                                       -7-

Chief Administrative Officer and such other duties as from time to time may be
assigned to him by the Trustees or by these By-Laws. Despite the fact that
he/she is not a Trustee, in the absence of the Chairman of the Board or in the
event of his disability, or inability to act or to continue to act, the Chief
Administrative Officer shall perform the duties of the Chairman of the Board and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board.

     Section 4.7. Executive Vice-President. In the case of the absence or
inability to act of the Chief Administrative Officer and the Chairman of the
Board, the Executive Vice-President shall perform the duties of the Chief
Administrative Officer and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chief Administrative Officer. The
Executive Vice-President shall perform all duties incident to the office of
Executive Vice-President and such other duties as from time to time may be
assigned to him by the Trustees, the Chief Administrative Officer or these
By-Laws.

     Section 4.8. Vice Presidents. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Trustees, the Chairman
of the Board or the Chief Administrative Officer.

     Section 4.9. Controller. The Controller shall:

          (a) keep accurate financial records for the Trust;

          (b) render to the Chairman of the Board, the Chief Administrative
     Officer and the Trustees, whenever requested, an account of all
     transactions by and of the financial condition of the Trust; and

          (c) in general, perform all the duties incident to the office of
     Controller and such other duties as from time to time may be assigned to
     him by the Trustees, the Chairman of the Board or the Chief Administrative
     Officer.

     Section 4.10. Treasurer. The Treasurer shall:

          (a) have charge and custody of, and be responsible for, all the funds
     and securities of the Trust, except those which the Trust has placed in the
     custody of a bank or trust company pursuant to a written agreement
     designating such bank or trust company as custodian of the property of the
     Trust, as required by Section 6.6 of these By-Laws;

          (b) deposit all money, drafts, and checks in the name of and to the
     credit of the Trust in the banks and depositories designated by the
     Trustees;

<PAGE>

                                       -8-

          (c) endorse for deposit all notes, checks, and drafts received by the
     Trust making proper vouchers therefor:

          (d) disburse corporate funds and issue checks and drafts in the name
     of the Trust, as ordered by the Trustees; and

          (e) in general, perform all the duties incident to the office of
     Treasurer and such other duties as from time to time may be assigned to him
     by the Trustees, the Chairman of the Board or the Chief Administrative
     Officer.

     Section 4.11. Secretary. The Secretary shall:

          (a) keep or cause to be kept in one or more books provided for the
     purpose, the minutes of all meetings of the Trustees, the committees of the
     Trustees and the Shareholders;

          (b) see that all notices are duly given in accordance with the
     provisions of these By-Laws and as required by statute;

          (c) be custodian of the records of the Trust;

          (d) see that the books, reports, statements, certificates and other
     documents and records required by statute to be kept and filed are properly
     kept and filed; and

          (e) in general, perform all the duties incident to the office of
     Secretary and such other duties as from time to time may be assigned to him
     by the Trustees, the Chairman of the Board or the Chief Administrative
     Officer.

Section 4.12. Salaries. The salaries of all officers shall be fixed by the
Trustees and the Trustees have the authority by majority vote to reimburse
expenses and to establish reasonable compensation of all Trustees for services
to the Trust as Trustees, officers, or otherwise.

                                    ARTICLE V

                                     SHARES

<PAGE>

                                      -9-

     Section 5.1. Share Certificates. Each owner of Common Shares of the Trust
shall be entitled upon request to have a certificate, in such form as shall be
approved by the Trustees, representing the number of Common Shares of the Trust
owned by him. Certificates representing fractional Common Shares shall not be
issued. The certificates representing Common Shares shall be signed in the name
of the Trust by the Chairman of the Board, the Chief Administrative Officer, the
Executive Vice President or a Vice President and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer (which signatures may be
either manual or facsimile, engraved or printed). In case any officer who shall
have signed such certificate shall have ceased to be such officer before such
certificates shall be issued, they may nevertheless be issued by the Trust with
the same effect as if such officer were still in office at the date of their
issuance. No certificates representing Preferred Shares shall be issued except
as the Trustees may otherwise authorize.

     Section 5.2. Books and Records; Inspection. The Trust shall keep at its
principal executive office, or at another place or places within the United
States determined by the Trustees, a share register not more than one year old,
containing the names and addresses of the shareholders and the number of Shares
held by each Shareholder. The Trust shall also keep, at its principal executive
office, or at another place or places within the United States determined by the
Trustees, a record of the dates on which certificates representing Shares were
issued.

     Section 5.3. Share Transfers. Upon compliance with any provisions
restricting the transferability of Shares that may be set forth in the
Declaration of Trust, these By-Laws, or any resolution or written agreement in
respect thereof, transfers of Shares of the Trust shall be made only on the
books of the Trust by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with an
officer of the Trust, or with a transfer agent or a registrar and on surrender
of any certificate or certificates for such Shares properly endorsed and the
payment of all taxes thereon. Except as may be otherwise provided by law or
these By-Laws, the person in whose name Shares stand on the books of the Trust
shall be deemed the owner thereof for all purposes as regards the Trust;
provided that whenever any transfer of Shares shall be made for collateral
security, and not absolutely, such fact, if known to an officer of the Trust,
shall be so expressed in the entry of transfer.

     Section 5.4. Regulations. The Trustees may make such additional rules and
regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the issue, certification, transfer and registration of Shares of the
Trust. They may appoint, or authorize any officer or officers to appoint, one or
more transfer agents or one or more transfer clerks and one or more

<PAGE>

                                      -10-

registrars and may require all certificates for Shares to bear the signature or
signatures of any of them.

     Section 5.5. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing Shares of the Trust shall immediately notify the Trust
of any loss, destruction or mutilation of such certificate, and the Trust may
issue a new certificate in the place of any certificate theretofore issued by it
which the owner thereof shall allege to have been lost or destroyed or which
shall have been mutilated, and the Trustees may, in their discretion, require
such owner or his legal representatives to give to the Trust a bond in such sum,
limited or unlimited, and in such form and with such surety or sureties as the
Trustees in their absolute discretion shall determine, to indemnify the Trust
against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate, or the issuance of a new certificate.
Anything herein to the contrary notwithstanding, the Trustees, in their absolute
discretion, may refuse to issue any such new certificate, except as otherwise
required by law.

     Section 5.6. Record Date; Certification of Beneficial Owner. (a) The
Trustees may fix a date not more than ninety (90) days before the date of a
meeting of Shareholders as the date for the determination of the holders of
Shares entitled to notice of and entitled to vote at the meeting or any
adjournment thereof.

     (b) The Trustees may fix a date for determining Shareholders entitled to
receive payment of any dividend or distribution or allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or exchange
of Shares.

     (c) In the absence of such fixed record date, (i) the date for
determination of Shareholders entitled to notice of and entitled to vote at a
meeting of Shareholders shall be the later of the close of business on the day
on which notice of the meeting is mailed or the thirtieth day before the
meeting, and (ii) the date for determining Shareholders entitled to receive
payment of any dividend or distribution or an allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or exchange
of Shares shall be the close of business on the day on which the resolution of
the Trustees is adopted.

     (c) A resolution approved by the affirmative vote of a majority of the
Trustees present may establish a procedure whereby a Shareholder may certify in
writing to the Trust that all or a portion of the Shares registered in the name
of the Shareholder are held for the account of one or more beneficial owners.
Upon receipt by the Trust of the writing, the persons specified as beneficial
owners, rather than the actual Shareholders, are deemed the Shareholders for the
purposes specified in the writing.

<PAGE>

                                      -11-

                                   ARTICLE VI

                                  MISCELLANEOUS

     Section 6.1. Fiscal Year. The fiscal year of the Trust shall be as fixed by
the Trustees of the Trust.

     Section 6.2. Notice and Waiver of Notice. (a) Any notice of a meeting
required to be given under these By-Laws to Shareholders or Trustees, or both,
may be waived by any such person (i) orally or in writing signed by such person
before, at or after the meeting or (ii) by attendance at the meeting in person
or, in the case of a Shareholder, by proxy.

     (b) Except as otherwise specifically provided herein, all notices required
by these By-Laws shall be printed or written, and shall be delivered either
personally, by telecopy, telegraph or cable, or by mail or courier or delivery
service, and, if mailed, shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, addressed to the Shareholder or Trustee at
his address as it appears on the records of the Trust.

     Section 6.3 Action by Written Consent in Lieu of Meeting. (a) An action
required or permitted to be taken at a meeting of the Shareholders may be taken
without a meeting by written action signed by all of the Shareholders entitled
to vote on that action. The written action is effective when it has been signed
by all of those Shareholders, unless a different effective time is provided in
the written action.

     (b) An action which requires Shareholder approval and which is required or
permitted to be taken at a meeting of Trustees may be taken by written action
signed by all of the Trustees. An action which does not require Shareholder
approval and which is required or permitted to be taken at a meeting of the
Trustees or a Committee of the Trustees may be taken by written action signed by
the number of Trustees that would be required to take the same action at a
meeting of the Trustees or Committee, as the case may be, at which all Trustees
were present. The written action is effective when signed by the required number
of Trustees, unless a different effective time is provided in the written
action. When written action is taken by less than all Trustees, all Trustees
shall be notified immediately of this text and effective date.

     Section 6.4 Reports to Shareholders. The books of account of the Trust
shall be examined by an independent firm of public accountants at the close of
each annual period of the Trust and at such other times, if any, as may be
directed by the Trustees. A report to the Shareholders based upon such

<PAGE>

                                      -12-

examination shall be mailed to each Shareholder of the Trust of record at his
address as the same appears on the books of the Trust. Each such report shall
show the assets and liabilities of the Trust as of the annual or other period
covered by the report and the securities in which the funds of the Trust were
then invested; such report shall also show the Trust's income and expenses for
the period from the end of the Trust's preceding fiscal year to the close of
the annual or other period covered by the report and any other information
required by the 1940 Act, and shall set forth such other matters as the
Trustees or such independent firm of public accountants shall determine.

     Section 6.5 Approval of Firm of Independent Public Accountants. At any
regular meeting of the Shareholders of the Trust there may be submitted,
for ratification or rejection, the name of the firm of independent public
accountants which has been selected for the fiscal year in which such meeting
is held by a majority of those members of the Trustees who are not investment
advisers of, or affiliated persons of an investment adviser of, or officers or
employees of, the Trust, as such terms are defined in the 1940 Act.

     Section 6.6 Custodian. All securities and cash of the Trust shall be held
by a custodian meeting the requirements for a custodian contained in the 1940
Act and the rules and regulations thereunder and in any applicable state
securities or blue sky laws. The Trust shall enter into a written contract with
the custodian regarding the powers, duties and compensation of the custodian
with respect to the cash and securities of the Trust held by the custodian. Said
contract and all amendments thereto shall be approved by the Trustees of the
Trust. The Trust shall upon the resignation or inability to serve of the
custodian obtain a successor custodian and require that the cash and securities
owned by the Trust be delivered to the successor custodian.

     Section 6.7 Prohibited Transactions. No officer or Trustee of the Trust or
of its investment adviser shall deal for or on behalf of the Trust with himself,
as principal or agent, or with any corporation or partnership in which he has a
financial interest. This prohibition shall not prevent: (a) officers or Trustees
of the Trust from having a financial interest in the Trust, its principal
underwriter or its investment adviser; (b) the purchase of securities for the
portfolio of the Trust or the sale of securities owned by the Trust through a
securities dealer, one or more of whose partners, officers or directors is an
officer or Trustee of the Trust, provided such transactions are handled in the
capacity of broker only and provided commission charged do not exceed customary
brokerage charges for such service; (c) the purchase or sale of securities for
the portfolio of the Trust pursuant to a rule under the 1940 Act or pursuant to
an exemptive order of the Securities and Exchange Commission; or (d) the
employment of legal counsel, registrar, transfer agent, dividend disbursing
agent, or custodian having a partner, officer or director who is an officer or
Trustee of the Trust, provided

<PAGE>

                                      -13-


only customary fees are charged for services rendered to or for the benefit of
the Trust.

     Section 6.8 Bonds. The Trustees may require any officer, agent or employee
of the Trust to give a bond to the Trust, conditioned upon the faithful
discharge of his duties, with one or more sureties and in such amount as may be
satisfactory to the Trustee. The Trustees shall, in any event, require the Trust
to provide and maintain a bond issued by a reputable fidelity insurance company,
authorized to do business in the place where the bond is issued, against larceny
and embezzlement, covering each officer and employee of the Trust, who may
singly, or jointly with others, have access to securities or funds of the Trust,
either directly or through authority to draw upon such funds or to direct
generally the disposition of such securities, such bond or bonds to be in such
reasonable form and amount as a majority of the Trustees who are not "interested
persons" of the Trust as defined in the 1940 Act shall approve not less than
once every twelve months, with due consideration to all relevant factors
including, but not limited to, the value of the aggregate assets of the Trust
to which any such officer or employee may have access, the type and terms of
the arrangements made for the custody and safekeeping of such assets, and the
nature of the securities in the Trust's portfolio, and as meet all requirements
which the Securities and Exchange Commission may prescribe by order, rule or
regulation.


                                   ARTICLE VII

                                   AMENDMENTS

     Section 7.1. These By-Laws may be amended or repealed, or new By-Laws may
be adopted, by the Trustees at any meeting thereof provided that notice of such
meeting shall have been given if required by these By-Laws, which notice, if
required, shall state that amendment or repeal of the By-Laws or adoption of
new By-Laws, is one of the purposes of such meeting, or by action of the
Trustees by written consent in lieu of a meeting.





<PAGE>

                                                                       Exhibit A

NUVEEN LEVERAGED CLOSED-END MUNICIPAL FUNDS
(Organized as Massachusetts Business Trusts)


Nuveen Florida Investment Quality Municipal Fund
Nuveen Pennsylvania Investment Quality Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Texas Quality Income Municipal Fund
Nuveen Insured Florida Premium Income Municipal Fund
Nuveen Maryland Premium Income Municipal Fund
Nuveen Massachusetts Premium Income Municipal Fund
Nuveen Pennsylvania Premium Income Municipal Fund 2
Nuveen Virginia Premium Income Municipal Fund
Nuveen Connecticut Premium Income Municipal Fund
Nuveen Georgia Premium Income Municipal Fund
Nuveen Missouri Premium Income Municipal Fund
Nuveen North Carolina Premium Income Municipal Fund
Nuveen California Premium Income Municipal Fund
Nuveen Insured Premium Income Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund
Nuveen Arizona Dividend Advantage Municipal Fund
Nuveen Connecticut Dividend Advantage Municipal Fund
Nuveen Maryland Dividend Advantage Municipal Fund
Nuveen Massachusetts Dividend Advantage Municipal Fund
Nuveen North Carolina Dividend Advantage Municipal Fund
Nuveen Virginia Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 2
Nuveen New Jersey Dividend Advantage Municipal Fund
Nuveen New York Dividend Advantage Municipal Fund 2
Nuveen Ohio Dividend Advantage Municipal Fund
Nuveen Pennsylvania Dividend Advantage Municipal Fund
Nuveen California Dividend Advantage Municipal Fund 3
Nuveen Dividend Advantage Municipal Fund 3
Nuveen Georgia Dividend Advantage Municipal Fund
Nuveen Maryland Dividend Advantage Municipal Fund 2
Nuveen Michigan Dividend Advantage Municipal Fund
Nuveen Ohio Dividend Advantage Municipal Fund 2
Nuveen North Carolina Dividend Advantage Municipal Fund 2
Nuveen Virginia Dividend Advantage Municipal Fund 2

<PAGE>

                                      -2-

Nuveen Insured Dividend Advantage Municipal Fund
Nuveen Insured California Dividend Advantage Municipal Fund
Nuveen Insured New York Dividend Advantage Municipal Fund
Nuveen Arizona Dividend Advantage Municipal Fund 2
Nuveen Connecticut Dividend Advantage Municipal Fund 2
Nuveen New Jersey Dividend Advantage Municipal Fund 2
Nuveen Ohio Dividend Advantage Municipal Fund 3
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2
Nuveen Arizona Dividend Advantage Municipal Fund 3
Nuveen Connecticut Dividend Advantage Municipal Fund 3
Nuveen Georgia Dividend Advantage Municipal Fund 2
Nuveen Maryland Dividend Advantage Municipal Fund 3
Nuveen North Carolina Dividend Advantage Municipal Fund 3
Nuveen Missouri Dividend Advantage Municipal Fund
Nuveen Florida Dividend Advantage Municipal Fund
Nuveen Kentucky Dividend Advantage Municipal Fund
Nuveen Tennessee Dividend Advantage Municipal Fund
Nuveen Colorado Dividend Advantage Municipal Fund
Nuveen Minnesota Dividend Advantage Municipal Fund
Nuveen Dividend Advantage Municipal Fund 4
Nuveen California Dividend Advantage Municipal Fund 4
Nuveen New York Dividend Advantage Municipal Fund 3
Nuveen Massachusetts Dividend Advantage Municipal Fund 2
Nuveen Dividend Advantage Municipal Fund 5
Nuveen California Dividend Advantage Municipal Fund 5
Nuveen Michigan Dividend Advantage Municipal Fund 2
Nuveen New Jersey Dividend Advantage Municipal Fund 3
Nuveen New York Dividend Advantage Municipal Fund 4
Nuveen Pennsylvania Dividend Advantage Municipal Fund 3
Nuveen Virginia Dividend Advantage Municipal Fund 3
Nuveen Insured Dividend Advantage Municipal Fund 2
Nuveen Insured California Dividend Advantage Municipal Fund 2
Nuveen Insured New York Dividend Advantage Municipal Fund 2
Nuveen Connecticut Dividend Advantage Municipal Fund 3
Nuveen Ohio Dividend Advantage Municipal Fund 4
Nuveen Tax-Free Advantage Municipal Fund
Nuveen California Tax-Free Advantage Municipal Fund
Nuveen Florida Tax-Free Advantage Municipal Fund
Nuveen New York Tax-Free Advantage Municipal Fund
Nuveen Insured Tax-Free Advantage Municipal Fund
Nuveen Insured California Tax-Free Advantage Municipal Fund
Nuveen Insured New York Tax-Free Advantage Municipal Fund
Nuveen Insured Florida Tax-Free Advantage Municipal Fund
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund

<PAGE>

                                      -3-

                                                               DATE ESTABLISHED:

Nuveen Insured Michigan Tax-Free Advantage Municipal Fund              10-17-02
Nuveen Insured Tax-Free Advantage Municipal Fund 2                     10-31-02
Nuveen Insured California Tax-Free Advantage Municipal Fund 2          10-31-02
Nuveen Insured New York Tax-Free Advantage Municipal Fund 2            10-31-02
Nuveen Insured Arizona Tax-Free Advantage Municipal Fund               10-31-02
Nuveen Insured Connecticut Tax-Free Advantage Municipal Fund 2         10-31-02
Nuveen Insured Florida Tax-Free Advantage Municipal Fund 2             10-31-02
Nuveen Insured Georgia Tax-Free Advantage Municipal Fund               10-31-02
Nuveen Insured Maryland Tax-Free Advantage Municipal Fund              10-31-02
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund 2       10-31-02
Nuveen Insured Michigan Tax-Free Advantage Municipal Fund 2            10-31-02
Nuveen Insured New Jersey Tax-Free Advantage Municipal Fund 2          10-31-02
Nuveen Insured North Carolina Tax-Free Advantage Municipal Fund        10-31-02
Nuveen Insured Ohio Tax-Free Advantage Municipal Fund                  10-31-02
Nuveen Insured Pennsylvania Tax-Free Advantage Municipal Fund 2        10-31-02
Nuveen Insured Virginia Tax-Free Advantage Municipal Fund              10-31-02

Nuveen Arizona Tax-Free Advantage Municipal Fund                       10-31-02
Nuveen Connecticut Tax-Free Advantage Municipal Fund                   10-31-02
Nuveen Georgia Tax-Free Advantage Municipal Fund                       10-31-02
Nuveen Maryland Tax-Free Advantage Municipal Fund                      10-31-02
Nuveen Massachusetts Tax-Free Advantage Municipal Fund                 10-31-02
Nuveen Michigan Tax-Free Advantage Municipal Fund                      10-31-02
Nuveen New Jersey Tax-Free Advantage Municipal Fund                    10-31-02
Nuveen North Carolina Tax-Free Advantage Municipal Fund                10-31-02
Nuveen Ohio Tax-Free Advantage Municipal Fund                          10-31-02
Nuveen Pennsylvania Tax-Free Advantage Municipal Fund                  10-31-02
Nuveen Virginia Tax-Free Advantage Municipal Fund                      10-31-02

Nuveen Insured Arizona Dividend Advantage Municipal Fund               10-31-02
Nuveen Insured Connecticut Dividend Advantage Municipal Fund           10-31-02
Nuveen Insured Florida Dividend Advantage Municipal Fund               10-31-02
Nuveen Insured Georgia Dividend Advantage Municipal Fund               10-31-02
Nuveen Insured Maryland Dividend Advantage Municipal Fund              10-31-02
Nuveen Insured Massachusetts Dividend Advantage Municipal Fund         10-31-02
Nuveen Insured Michigan Dividend Advantage Municipal Fund              10-31-02
Nuveen Insured North Carolina Dividend Advantage Municipal Fund        10-31-02
Nuveen Insured Ohio Dividend Advantage Municipal Fund                  10-31-02

Nuveen Arizona Dividend Advantage Municipal Fund 4                     10-31-02
Nuveen Connecticut Dividend Advantage Municipal Fund 4                 10-31-02
Nuveen Georgia Dividend Advantage Municipal Fund 3                     10-31-02
Nuveen Maryland Dividend Advantage Municipal Fund 4                    10-31-02
Nuveen North Carolina Dividend Advantage Municipal Fund 4              10-31-02

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D
<SEQUENCE>4
<FILENAME>dex99d.txt
<DESCRIPTION>FORM OF SHARE CERTIFICATE
<TEXT>
<PAGE>




               COMMON SHARES         [INSERT PICTURE]          COMMON SHARES


- ------------                                                   -----------------
   NUMBER         ORGANIZED UNDER THE LAWS                           SHARES
                     OF THE COMMONWEALTH
U-                    OF MASSACHUSETTS
- ------------                                                   -----------------

               THIS CERTIFICATE IS TRANSFERABLE              SEE REVERSE FOR
        IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK, NY      CERTAIN DEFINITIONS

                                                              CUSIP
                                                                    ------------
          Nuveen Insured California Tax-Free Advantage Municipal Fund

THIS CERTIFIES THAT





IS THE OWNER OF

   FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST $.01 PAR
                                    VALUE OF

Nuveen Insured California Tax-Free Advantage Municipal Fund (herein called the
"Fund") transferable on the books of the Fund by the holder hereof in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Declaration of Trust of
the Fund establishing the Fund as a Massachusetts business trust, and all
amendments thereto (copies of which are on file with the Secretary of the
Commonwealth of Massachusetts) and the Fund's By-Laws, as amended (copies of
which are on file at the principal office of the Fund), to all of which the
holder by acceptance hereof expressly assents. This Certificate is executed on
behalf of the Fund by the officers as officers and not individually and the
obligations hereof are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Fund. This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

Witness the facsimile signatures of the duly authorized officers of the Fund.

Dated
           Nuveen Insured California Tax-Free Advantage Municipal Fund

COUNTERSIGNED AND REGISTERED:
     STATE STREET BANK AND TRUST COMPANY
                      TRANSFER AGENT
                       AND REGISTRAR
BY /s/ Julie Lantucchio /s/ G. R. Zimmerman /s/ Timothy R. Schwertfeger
       AUTHORIZED OFFICER   SECRETARY           CHAIRMAN OF THE BOARD



<PAGE>


           Nuveen Insured California Tax-Free Advantage Municipal Fund

Nuveen Insured California Tax-Free Advantage Municipal Fund (the "Fund") will
furnish to any shareholder, upon request and without charge, a full statement of
the designations, preferences, limitations and relative rights of the shares of
beneficial interest of each class or series of the Fund authorized to be issued,
so far as they have been determined, and the authority of the Board of Trustees
to determine the relative rights and preferences of subsequent classes or
series. Any such request should be addressed to the Secretary of the Fund.


     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT - .......Custodian.......
TEN ENT - as tenants by the                                (Cust)     (Minor)
          entireties                                     under Uniform Gifts to
JT TEN  - as joint tenants with                          Minors Act.............
          right of survivorship and                                   (State)
          not as tenants in common

    Additional abbreviations may also be used though not in the above list.

For value Received _________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

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

- --------------------------------------------------------------------------------
       (NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN)

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

                                                                   Common Shares
- -------------------------------------------------------------------

of Beneficial Interest represented by the within Certificate and do hereby
irrevocably constitute and appoint
                                                                        Attorney
- ------------------------------------------------------------------------
to transfer the said shares on the books of the within-named Fund, with full
power of substitution in the premises.
Dated
     -------------------------------

                                      X
                                        ----------------------------------------

                                      X
                                        ----------------------------------------

                                        THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                                NOTICE: CORRESPOND WITH THE NAME(S) AS WRITTEN
                                        UPON THE FACE OF THE CERTIFICATE IN
                                        EVERY PARTICULAR, WITHOUT ALTERATION OR
                                        ENLARGEMENT OR ANY CHANGE WHATEVER.


Signature(s) Guaranteed



By
  --------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-99.H.2
<SEQUENCE>6
<FILENAME>dex99h2.txt
<DESCRIPTION>FORM OF S.S.B. MASTER SELECTED DEALER AGREEMENT
<TEXT>
<PAGE>




                        MASTER SELECTED DEALER AGREEMENT

                                                                    July 1, 1999

Ladies and Gentlemen:

          In connection with registered public offerings of securities for which
we are acting as manager or co-manager of an underwriting syndicate or
unregistered offerings of securities for which we are acting as manager or
co-manager of the initial purchasers, you may be offered the right as a selected
dealer to purchase as principal a portion of such securities. This will confirm
our mutual agreement as to the general terms and conditions applicable to your
participation in any such selected dealer group.

        1. APPLICABILITY OF THIS AGREEMENT. The terms and conditions of this
Agreement shall be applicable to any offering of securities ("Securities"),
whether pursuant to a registration statement filed under the Securities Act of
1933, as amended (the "Securities Act"), or exempt from registration thereunder,
in respect of which Salomon Smith Barney Inc. (acting for its own account or for
the account of any underwriting or similar group or syndicate) is responsible
for managing or otherwise implementing the sale of the Securities to selected
dealers ("Selected Dealers") and has expressly informed you that such terms and
conditions shall be applicable. Any such offering of Securities to you as a
Selected Dealer is hereinafter called an "Offering". In the case of any Offering
where we are acting for the account of any underwriting or similar group or
syndicate ("Underwriters"), the terms and conditions of this Agreement shall be
for the benefit of, and binding upon, such Underwriters, including, in the case
of any Offering where we are acting with others as representatives of
Underwriters, such other representatives.

        2. CONDITIONS OF OFFERING; ACCEPTANCE AND PURCHASES. Any Offering will
be subject to delivery of the Securities and their acceptance by us and any
other Underwriters, may be subject to the approval of all legal matters by
counsel and the satisfaction of other conditions, and may be made on the basis
of reservation of Securities or an allotment against subscription. We will
advise you by telecopy, telex or other form of written communication ("Written
Communication", which term, in the case of any Offering described in Section
3(a) or 3(b) hereof, may include a prospectus or offering circular) of the
particular method and supplementary terms and conditions (including, without
limitation, the information as to prices and the offering date referred to in
Section 3(c) hereof) of any Offering in which you are invited to participate. To
the extent such supplementary terms and conditions are inconsistent with any
provision herein, such terms and conditions shall supersede any such provision.
Unless otherwise indicated in any such Written Communication, acceptances and
other communications

<PAGE>

by you with respect to an Offering should be sent to the appropriate Syndicate
Department of Salomon Smith Barney Inc. We may close the subscription books at
any time in our sole discretion without notice, and we reserve the right to
reject any acceptance in whole or in part.

        Unless notified otherwise by us, Securities purchased by you shall be
paid for on such date as we shall determine, on one day's prior notice to you,
by wire transfer payable in immediately available funds to the order of Salomon
Smith Barney Inc., in an amount equal to the Public Offering Price (as
hereinafter defined) or, if we shall so advise you, at such Public Offering
Price less the Concession (as hereinafter defined). If Securities are purchased
and paid for at such Public Offering Price, such Concession will be paid after
the termination of the provisions of Section 3(c) hereof with respect to such
Securities. Unless notified otherwise by us, payment for and delivery of
Securities purchased by you shall be made through the facilities of The
Depository Trust Company, if you are a member, unless you have otherwise
notified us prior to the date specified in a Written Communication to you from
us or, if you are not a member, settlement may be made through a correspondent
who is a member pursuant to instructions which you will send to us prior to such
specified date.

        3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

          (a) REGISTERED OFFERINGS. In the case of any Offering of Securities
which are registered under the Securities Act ("Registered Offering"), we will
make available to you as soon as practicable after sufficient copies are made
available to us by the issuer of the Securities such number of copies of each
preliminary prospectus and of the final prospectus relating thereto as you may
reasonably request for the purposes contemplated by the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
applicable rules and regulations of the Securities and Exchange Commission
thereunder.

          You represent and warrant that you are familiar with Rule 15c2-8 under
the Exchange Act relating to the distribution of preliminary and final
prospectuses and agree that you will comply therewith. You agree to make a
record of your distribution of each preliminary prospectus and when furnished
with copies of any revised preliminary prospectus, you will promptly forward
copies thereof to each person to whom you have theretofore distributed a
preliminary prospectus.

          You agree that in purchasing Securities in a Registered Offering you
will rely upon no statement whatsoever, written or oral, other than the
statements in the final prospectus delivered to you by us. You will not be
authorized by the issuer or other seller of Securities offered pursuant to a
prospectus or by any Underwriters to give any information or to make any
representation not contained in the prospectus in connection with the sale of
such Securities.

          (b) OFFERINGS PURSUANT TO OFFERING CIRCULAR. In the case of any
Offering of Securities, other than a Registered Offering, which is made pursuant
to an offering circular or other document comparable to a prospectus in a
Registered Offering, we will make available to you as soon as practicable after
sufficient copies are made available to us by the issuer of the Securities such
number of copies of each preliminary offering circular and of the final offering
circular relating thereto as you may reasonably request. You agree that you will
comply with applicable Federal, state and other laws, and the

                                        2

<PAGE>

applicable rules and regulations of any regulatory body promulgated thereunder,
governing the use and distribution of offering circulars by brokers or dealers.

          You agree that in purchasing Securities pursuant to an offering
circular you will rely upon no statements whatsoever, written or oral, other
than the statements in the final offering circular delivered to you by us. You
will not be authorized by the issuer or other seller of Securities offered
pursuant to an offering circular or by any Underwriters to give any information
or to make any representation not contained in the offering circular in
connection with the sale of such Securities.

          (c) OFFER AND SALE TO THE PUBLIC. The Offering of Securities is made
subject to the conditions referred to the prospectus or offering circular
relating to the Offering and to the terms and conditions set forth in this
Agreement. With respect to any Offering of Securities, we will inform you by a
Written Communication of the public offering price, the selling concession, the
reallowance (if any) to dealers and the time when you may commence selling
Securities to the public. After such public offering has commenced, we may
change the public offering price, the selling concession and the reallowance to
dealers. The offering price, selling concession and reallowance (if any) to
dealers at any time in effect with respect to an Offering are hereinafter
referred to, respectively, as the "Public Offering Price", the "Concession" and
the "Reallowance". With respect to each Offering of Securities, until the
provisions of this Section 3(c) shall be terminated pursuant to Section 4
hereof, you agree to offer Securities to the public only at the Public Offering
Price, except that if a Reallowance is in effect, a Reallowance from the Public
Offering Price not in excess of such Reallowance may be allowed as consideration
for services rendered in distribution to dealers who are actually engaged in the
investment banking or securities business who are either members in good
standing of the NASD who agree to abide by the applicable rules of the NASD (see
Section 3(e) below) or foreign banks, dealers or institutions not eligible for
membership in the NASD who represent to you that they will promptly reoffer such
Securities at the Public Offering Price and will abide by the conditions with
respect to foreign banks, dealers and institutions set forth in Section 3(e)
hereof.

          (d) OVER-ALLOTMENT; STABILIZATION; UNSOLD ALLOTMENTS. We may, with
respect to any Offering, be authorized to over-allot in arranging sales to
Selected Dealers, to purchase and sell Securities for long or short account and
to stabilize or maintain the market price of the Securities. You agree that upon
our request at any time and from time to time prior to the termination of the
provisions of Section 3(c) hereof with respect to any Offering, you will report
to us the amount of Securities purchased by you pursuant to such Offering which
then remain unsold by you and will, upon our request at any such time, sell to
us for our account or the account of one or more Underwriters such amount of
such unsold Securities as we may designate at the Public Offering Price less an
amount to be determined by us not in excess of the Concession. If, prior to the
later of (a) the termination of the provisions of Section 3(c) hereof with
respect to any Offering, or (b) the covering by us of any short position created
by us in connection with such Offering for our account or the account of one or
more Underwriters, we purchase or contract to purchase for our account or the
account of one or more Underwriters in the open market or otherwise any
Securities purchased by you under this Agreement as part of such Offering, you
agree to pay us on demand for the account of the Underwriters an amount equal to
the Concession with respect to such Securities (unless you shall have purchased
such Securities pursuant to Section 2 hereof at the Public Offering Price and
you have not received or been credited with any Concession, in which case we
shall not

                                        3

<PAGE>

be obligated to pay such Concession to you pursuant to Section 2) plus transfer
taxes and broker's commissions or dealer's mark-up, if any, paid in connection
with such purchase or contract to purchase.

          (e) NASD. You represent and warrant that you are actually engaged in
the investment banking or securities business and either are a member in good
standing of the NASD or, if you are not such a member, you are a foreign bank,
dealer or institution not eligible for membership in the NASD which agrees to
make no sales within the United State, its territories or its possessions or to
persons who are citizens thereof or residents therein, and in making other sales
to comply with the NASD's interpretation with respect to free-riding and
withholding. You further represent, by your participation in an Offering, that
you have provided to us all documents and other information required to be filed
with respect to you, any related person or any person associated with you or any
such related person pursuant to the supplementary requirements of the NASD's
interpretation with respect to review of corporate financing as such
requirements relate to such Offering.

          You agree that, in connection with any purchase or sale of the
Securities wherein a selling concession, discount or other allowance is received
or granted, you will (a) if you are a member of the NASD, comply with all
applicable interpretive material ("IM") and Conduct Rules of the NASD,
including, without limitation, IM 2110-1 (relating to Free-Riding and
Withholding) and Conduct Rule 2740 (relating to Selling Concessions, Discounts
and Other Allowances) or (b) if you are a foreign bank or dealer or institution
not eligible for such membership, comply with IM 2110-1 and with Conduct Rules
2730 (relating to Securities Taken in Trade), 2740 (relating to Selling
Concessions) and 2750 (relating to Transactions With Related Persons) as though
you were such a member and Conduct Rule 2420 (relating to Dealing with
Non-Members) as it applies to a non-member broker or dealer in a foreign
country.

          You further agree that, in connection with any purchase of securities
from us that is not otherwise covered by the terms of this Agreement (whether we
are acting as manager, as member of an underwriting syndicate or a selling group
or otherwise), if a selling concession, discount or other allowance is granted
to you, clauses (a) and (b) of the preceding paragraph will be applicable.

          (f) RELATIONSHIP AMONG UNDERWRITERS AND SELECTED DEALERS. We may buy
Securities from or sell Securities to any Underwriter or Selected Dealer and,
with our consent, the Underwriters (if any) and the Selected Dealers may
purchase Securities from and sell Securities to each other at the Public
Offering Price less all or any part of the Concession. We shall have full
authority to take such action as we deem advisable in all matters pertaining to
any Offering under this Agreement. You are not authorized to act as agent for
us, any Underwriter or the issuer or other seller of any Securities in offering
Securities to the public or otherwise. Neither we nor any Underwriter shall be
under any obligation to you except for obligations assumed hereby or in any
Written Communication from us in connection with any Offering. Nothing contained
herein or in any Written Communication from us shall constitute the Selected
Dealers an association or partners with us or any Underwriter or with one
another. If the Selected Dealers, among themselves or with the Underwriters,
should be deemed to constitute a partnership for Federal income tax purposes,
then you elect to be excluded from the application of Subchapter K, Chapter 1,
Subtitle A of the Internal Revenue Code of 1986 and agree not to take any
position inconsistent with that election. You authorize us, in

                                        4

<PAGE>

our discretion, to execute and file on your behalf such evidence of that
election as may be required by the Internal Revenue Service. In connection with
any Offering you shall be liable for your proportionate amount of any tax,
claim, demand or liability that may be asserted against you alone or against one
or more Selected Dealers participating in such Offering, or against us or the
Underwriters, based upon the claim that the Selected Dealers, or any of them
constitute an association, an unincorporated business or other entity,
including, in each case, your proportionate amount of any expense incurred in
defending against any such tax, claim, demand or liability.

          (g) BLUE SKY LAWS. Upon application to us, we shall inform you as to
any advice we have received from counsel concerning the jurisdictions in which
Securities have been qualified for sale or are exempt under the securities or
blue sky laws of such jurisdictions, but we do not assume any obligation or
responsibility as to your right to sell Securities in any such jurisdiction.

          (h) COMPLIANCE WITH LAW. You agree that in selling Securities pursuant
to any Offering (which agreement shall also be for the benefit of the issuer or
other seller of such Securities), you will comply with all applicable laws,
rules and regulations, including the applicable provisions of the Securities Act
and the Exchange Act, the applicable rules and regulations of the Securities and
Exchange Commission thereunder, the applicable rules and regulations of the
NASD, the applicable rules and regulations of any securities exchange or other
regulatory authority having jurisdiction over the Offering and the applicable
laws, rules and regulations specified in Section 3(b) hereof. Without limiting
the foregoing, (a) you agree that, at all times since you were invited to
participate in an Offering of Securities, you have complied with the provisions
of Regulation M applicable to such Offering, in each case after giving effect to
any applicable exemptions and (b) you represent that your incurrence of
obligations hereunder in connection with any Offering of Securities will not
result in the violation by you of Rule 15c3-1 under the Exchange Act, if such
requirements are applicable to you.

        4. TERMINATION; SUPPLEMENTS AND AMENDMENTS. This Agreement shall
continue in full force and effect until terminated by a written instrument
executed by each of the parties hereto. This Agreement may be supplemented or
amended by us by written notice thereof to you, and any such supplement or
amendment to this Agreement shall be effective with respect to any Offering to
which this Agreement applies after the date of such supplement or amendment.
Each reference to "this Agreement" herein shall, as appropriate, be to this
Agreement as so amended and supplemented. The terms and conditions set forth in
Section 3(c) hereof with regard to any Offering will terminate at the close of
business on the 30th day after the commencement of the public offering of the
Securities to which such Offering relates, but in our discretion may be extended
by us for a further period not exceeding 30 days and in our discretion, whether
or not extended, may be terminated at any earlier time.

        5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on, and inure
to the benefit of, the parties hereto and other persons specified in Section 1
hereof, and the respective successors and assigns of each of them.

        6. GOVERNING LAW. This Agreement and the terms and conditions set forth
herein with respect to any Offering together with such supplementary terms and
conditions with respect to such Offering as may be contained in any Written
Communication from us to you in connection therewith shall be governed by, and
construed in accordance with, the

                                        5

<PAGE>

laws of the State of New York applicable to contracts made and to be performed
within the State of New York.

          Please confirm by signing and returning to us the enclosed copy of
this Agreement that your subscription to or your acceptance of any reservation
of any Securities pursuant to an Offering shall constitute (i) acceptance of and
agreement to the terms and conditions of this Agreement (as supplemented and
amended pursuant to Section 4 hereof; together with and subject to any
supplementary terms and conditions contained in any Written Communication from
us in connection with such Offering, all of which shall constitute a binding
agreement between you and us, individually or as representative of any
Underwriters, (ii) confirmation that your representations and warranties set
forth in Section 3 hereof are true and correct at that time, (iii) confirmation
that your agreements set forth in Sections 2 and 3 hereof have been and will be
fully performed by you to the extent and at the times required thereby and (iv)
in the case of any Offering described in Section 3(a) or 3(b) hereof,
acknowledgment that you have requested and received from us sufficient copies of
the final prospectus or offering circular, as the case may be, with respect to
such Offering in order to comply with your undertakings in Section 3(a) or 3(b)
hereof.

                                         Very truly yours,


                                         Salomon Smith Barney Inc.


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


CONFIRMED:__________________________________1999

________________________________________________
                   (Name of Dealer)

by:
   ---------------------------------------------
   Name:
   Title:

Address:________________________________________

        ________________________________________

        ________________________________________


Telephone:

                                        6

<PAGE>

Fax:    _________________________________________

                                        7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.3
<SEQUENCE>7
<FILENAME>dex99h3.txt
<DESCRIPTION>FORM OF NUVEEN MASTER SELECTED DEALER AGREEMENT
<TEXT>
<PAGE>


                          NUVEEN EXCHANGE-TRADED FUNDS

                                   ----------

                        MASTER SELECTED DEALER AGREEMENT

                                                                February 9, 2001

Dear Ladies and Gentlemen:

          In connection with public offerings of securities ("Securities") of
registered investment companies sponsored by Nuveen Investments ("Nuveen") which
are underwritten by a group of underwriters ("Underwriters") which are
represented by Nuveen alone or in conjunction with other firms (the
"Representatives"), you (a "Dealer") may be offered from time to time the
opportunity to purchase a portion of such securities, as a principal, at a
discount from the public offering price representing a selling concession or
reallowance granted as consideration for services rendered in the distribution
of such securities, subject to the terms and conditions of this Agreement.

          1.   General. (a) This Agreement sets forth the general terms,
conditions and representations applicable to any such purchase. These general
terms, conditions and representations may be modified, amended or supplemented
in connection with an offering of Securities by telegram, telex, facsimile
transmission or other written form (electronic or otherwise) of communication of
Nuveen or other Representative of the Underwriters of such offering (any
communication in any such form being herein referred to as a "written
communication") to you in connection with such offering. This Agreement shall
become effective with respect to your participation in an offering of Securities
upon your acceptance of any reservation of any such Securities, as a Dealer.
Such acceptance shall constitute your acceptance of this Agreement as modified,
amended or supplemented by any such written communication.

               (b)  As used herein, the term "Agreement" shall mean this
Agreement and, after receipt by you of written notice thereof, any amendment or
supplement hereto, plus any additional or supplementary terms, conditions and
representations contained in the prospectus relating to the offering of
Securities or any other written communication to you from Nuveen or any other
Representative of the Underwriters of any offering of securities. This Agreement
shall constitute a binding agreement between you and Nuveen, individually, and,
in respect of a public offering of

                                        1

<PAGE>

Securities, Nuveen and the other Representatives of the Underwriters of such
offering on whose behalf Nuveen is acting.

               (c)  This Agreement supersedes any prior understanding you have
with Nuveen with respect to the subject matter hereof.

          2.   Sales to Selected Dealers. For any specific offering, we will
advise you by telegram of the method and terms of offering, the time of the
release of the Securities for sale to the public, the initial offering price,
the selling concession, the portion of the selling concession allowable to
certain dealers (the "reallowance"), the time at which subscription books will
be opened, the amount, if any, of Securities reserved for purchase by Dealers
and the period of reservation. Subscription books may be closed by us at any
time in our discretion without notice, and the right is reserved to reject any
subscription in whole or in part. Notification of allotments against the
rejections of subscriptions will be made as promptly as practicable. In
purchasing Securities, you must rely only on the prospectus, and on no other
statements whatsoever, written or oral.

          3.   Offering Provisions. Upon receipt of the telegram or letter
referred to in Section 2 hereof, promptly on the date set forth in such telegram
for release of the Securities for sale to the public, you will reoffer the
Securities purchased by you hereunder, subject to receipt and acceptance of the
Securities by the Underwriters, and upon the other terms, conditions and
representations set forth herein and in the prospectus relating to such
Securities. Securities purchased hereunder are to be offered to the public at
the initial public offering price set forth in the prospectus, except that if a
reallowance is in effect, a reallowance from the public offering price not in
excess of such reallowance may be allowed by you but only to dealers who are
actually engaged in the investment banking or securities business, who execute
the written agreement prescribed by Rule 2740(c) of the Rules of Conduct of the
National Association of Securities Dealers, Inc. ("NASD") and who are members in
good standing of the NASD or are foreign dealers, not eligible for membership in
the NASD, who, in each case, represent to you that they will promptly reoffer
such Securities to the public at the initial public offering price set forth in
the prospectus and will abide by the conditions with respect to foreign brokers
and dealers set forth in the first paragraph of Section 6 hereof.

          If prior to the completion of a distribution of the Securities in an
offering, directly or indirectly in connection with their activities under this
agreement, Nuveen or an Underwriter of the offering purchases on the open market
any Securities purchased by you under this Agreement as part of the offering,
you agree to pay Nuveen or the lead Representative of the Underwriters of the
offering on demand an amount equal to the concession with respect to the
Securities, plus, as applicable, transfer taxes, broker's commission, or
dealer's markups, if any, paid in connection with such transactions.
Alternatively, Nuveen or the Representatives of the Underwriters of the offering
may withhold payment for a period of time of, or determine not to pay, all or
any part of the concession with respect to the Securities so received. You will
advise Nuveen or any other

                                        2

<PAGE>

Representative from time to time at our request, of the number of Securities
purchased by you hereunder remaining unsold and you agree to sell to us, at our
request, for the account of one or more of the Underwriters, such number of such
unsold Securities as we may designate, at the initial offering price less an
amount to be determined by us, not in excess of the full concession.

          4.   Delivery and Payment. Payment for and delivery of Securities
purchased by you hereunder will be made through the facilities of the Depository
Trust Company, if you are a member, or, if you are not a member, settlement may
be made through a correspondent who is a member pursuant to instructions which
you will send to us prior to such specified date. At the discretion of Nuveen or
a Representative of the Underwriters of the offering, we may require you to pay
the full public offering price for any offering of Securities. If you are called
upon to pay the full public offering price for the Securities purchased by you
the concession will be paid to you, less any amounts charged to your account
pursuant to Section 3 above, after termination of this Agreement.

          5.   Termination. This Agreement shall continue in full force and
effect until terminated by either party by five days' written notice to the
other; provided, that if this Agreement has become effective with respect to any
offering of Securities, this Agreement may not be terminated by you with respect
to such offering. It shall remain in full force and effect as to such offering.
Notwithstanding any distribution and settlement of accounts, you shall be liable
for the proper proportion of any transfer tax or other liability which may be
asserted against the Representatives or any of the Underwriters or Dealers based
upon the claim that the Dealers, or any of them, constitute a partnership, an
association, an unincorporated business or other separate entity.

          6.   Position of Selected Dealers and Underwriters. You represent that
you are actually engaged in the investment banking or securities business and
are a member in good standing of the NASD or that you are a foreign dealer, not
eligible for membership in the NASD, which agrees not to offer or sell any
Securities in, or to persons who are nationals or residents of, the United
States of America. In making sales of Securities, if you are such a member, you
agree to comply with all applicable rules of the NASD, including, without
limitation, IM 2110-1 (the NASD's Interpretation with Respect to Free-Riding and
Withholding) and Rules 2740 and 2750 of the NASD's Rules of Conduct, or, if you
are a foreign dealer, you agree to comply with such Interpretation and Rules
2730, 2740 and 2750 of such Rules of Conduct as though you were such a member,
and with Rule 2420 as that Rule applies to a non-member broker or dealer in a
foreign country. You also confirm that you have complied and will comply with
the prospectus delivery requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended including Rule 15c2-8(b) which requires all
participating dealers to distribute a copy of the preliminary prospectus
relating to the offering of Securities to each person to whom they expect to
confirm a sale of the Securities not less than 48 hours prior to the time they
expect to mail such confirmation. You are not authorized to give any information
or make any representations with respect to an offering of Securities other than
those contained in the prospectus for the offering,

                                        3

<PAGE>

or to act as agent for the issuer, any Underwriter, Representative or Nuveen.

          Neither Nuveen, individually or as Representative of the Underwriters,
nor any of the Representatives or Underwriters shall be under any liability to
you, except for obligations expressly assumed in this Agreement and any
liabilities under the Securities Act of 1933, as amended. No obligations on the
part of Nuveen will be implied or inferred herefrom. All communications to
Nuveen relating to the subject matter of this Agreement should be addressed to
John Nuveen & Co. Incorporated, 333 W. Wacker Drive, Chicago, Illinois 60606
(Attention: Tom Muntz), and any notices to you shall be deemed to have been duly
given if mailed or telegraphed to you at such address as you shall indicate on
the last page of this Agreement.

          7.   Blue Sky Matters. Neither Nuveen, individually or as a
Representative of the Underwriters, nor any of the Representatives or
Underwriters will have any responsibility with respect to the right of any
Dealer to sell Securities in any jurisdiction, notwithstanding any information
we may furnish in that connection.

          8.   Indemnification. You agree to indemnify and hold harmless Nuveen
and each Representative and Underwriter of an offering of Securities and each
person, if any, who controls Nuveen or any such Representative or Underwriter
within the meaning of Section 15 of the Securities Act of 1933, as amended or
Section 20 of the Securities Exchange Act of 1934, as amended, from and against
any and all losses, claims, damages, liabilities and expenses, joint or several
(including reasonable costs of investigation) (any of the foregoing being
hereinafter referred to individually as a "Loss" and collectively, as "Losses")
suffered or incurred by any such indemnified person arising out of or in
connection with such offering for or on account of or arising from or in
connection with (i) any violation of any law, rule or regulation (including any
rule of any self-regulatory organization) or (ii) any breach of any
representation, warranty, covenant or agreement contained in this Agreement. The
foregoing indemnity agreement shall be in addition to any liability which you
may otherwise have.

          9.   Procedures Relating to Indemnification. (a) An indemnified person
under Section 8 of this Agreement (the "Indemnified Party") shall give written
notice to you of any Loss in respect of which you have a duty to indemnify such
Indemnified Party under Section 8 of this Agreement (a "Claim"), specifying in
reasonable detail the nature of the Loss for which indemnification is sought,
except that any delay or failure so to notify you shall only relieve you of your
obligations hereunder to the extent, if at all, that you are actually prejudiced
by reason of such delay or failure.

               (b)  If a Claim results from any action, suit or proceeding
brought or asserted against an Indemnified Party, you shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses. The Indemnified
Party shall have the right to employ separate counsel in such action, suit or
proceeding and participate in such defense thereof, but the fees and expenses of
such counsel shall

                                        4

<PAGE>

be at the expense of the Indemnified Party unless (i) you have agreed in writing
to pay such fees and expenses, (ii) you 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
Indemnified Party and you and such Indemnified Party shall have been advised by
its counsel that representation of such Indemnified Party and you 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 you and the
Indemnified Party (in which case you shall not have the right to assume the
defense of such action, suit or proceeding on behalf of such Indemnified Party).
It is understood, however, that you shall, in connection with any one 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) at any
time for all such Indemnified Parties not having actual or potential differing
interests with you or among themselves, which firm shall be designated in
writing by the Representatives of the offering and that all such fees and
expenses shall be reimbursed promptly as they are incurred. You shall not be
liable for any settlement of any such action, suit or proceeding effected
without your written consent, but if settled with such written consent or if
there be a final judgment for the plaintiff in any such action, suit or
proceeding, you agree to indemnify and hold harmless any Indemnified Party from
and against any loss, liability, damage or expense by reason by such settlement
or judgment.

               (c)  With respect to any Claim not within Paragraph (b) of
Section 9 hereof, you shall have 20 days from receipt of notice from the
Indemnified Party of such Claim within which to respond thereto. If you do not
respond within such twenty-day period, you shall be deemed to have accepted
responsibility to make payment and shall have no further right to contest the
validity of such Claim. If you notify the Indemnified Party within such
twenty-day period that you reject such Claim in whole or in part, the
Indemnified Party shall be free to pursue such remedies as may be available to
the Indemnified Party under applicable law.

          10.  Survival. The representations, warranties, covenants and
agreements of the undersigned contained in this Agreement, including, without
limitation, the indemnity agreements contained in Sections 8 and 9 hereof, shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Representative or Underwriter or any
person controlling any Representative or Underwriter, or their directors or
officers, (ii) acceptance of any Shares and payment therefor and (iii) any
termination of this Agreement.

          11.  This Agreement shall be governed by the laws of the State of New
York or the laws of such other state as indicated in a written communication to
you by Nuveen with respect to any particular securities offering.

          Please confirm your agreement to the foregoing by signing in the space
provided

                                        5

<PAGE>

below and returning to us the enclosed counterpart of this Agreement.


                                         NUVEEN INVESTMENTS


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

Confirmed as of _____________.
                [Date]

_______________________________

By:
   ----------------------------

Title:

Address:

________________________________


________________________________


________________________________

                                        6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.4
<SEQUENCE>8
<FILENAME>dex99h4.txt
<DESCRIPTION>FORM OF MASTER AGREEMENT AMONG UNDERWRITERS
<TEXT>
<PAGE>



                       MASTER AGREEMENT AMONG UNDERWRITERS

                            Registered SEC Offerings
                    (including Multiple Syndicate Offerings),
                   Standby Underwritings and Exempt Offerings
                 (other than Offerings of Municipal Securities)

                                                                    July 1, 1999

Ladies and Gentlemen:

          From time to time Salomon Smith Barney Inc. ("Salomon Smith Barney")
may invite you (and others) to participate on the terms set forth herein as an
underwriter or an initial purchaser, or in a similar capacity, in connection
with certain offerings of securities that are managed solely by us or with one
or more other co-managers. If we invite you to participate in a specific
offering and sale (an "Offering") to which this Master Agreement Among
Underwriters (the "Salomon Smith Barney Master AAU") shall apply, we will send
the information set forth below in Section 1.1 to you by one or more wires,
telexes, facsimile or electronic data transmissions or other written
communications (each a "Wire" and collectively, an "AAU"). Each Wire will
indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The
Wire inviting you to participate in an Offering is referred to herein as the
"Invitation Wire". You and we hereby agree that by the terms hereof the
provisions of this Salomon Smith Barney Master AAU automatically shall be
incorporated by reference in each AAU, except that any such AAU may also exclude
or revise any provision of this Salomon Smith Barney Master AAU or may contain
such additional provisions as may be specified in such AAU.

                                   I. GENERAL

          1.1. TERMS OF AAU; CERTAIN DEFINITIONS; CONSTRUCTION. Each AAU shall
relate to an Offering and shall identify (i) the securities to be offered in the
Offering (the "Securities"), their principal terms, the issuer or issuers (each
an "Issuer") and any guarantor (each a "Guarantor") thereof and, if different
from the Issuer, the seller or sellers (each a "Seller") of the Securities, (ii)
the underwriting agreement, purchase agreement, standby underwriting agreement,
distribution agreement or similar agreement (as identified in such AAU and as
amended or supplemented, including a terms agreement or pricing agreement
pursuant to any of the foregoing, collectively, the "Underwriting Agreement")
providing for the purchase, on a several and not joint basis, of the Securities
by the several underwriters, initial purchasers or others acting in a similar
capacity on whose behalf the Manager (as defined below) executes the
Underwriting Agreement (including the Manager and the

<PAGE>

Co-Managers (as defined below), the "Underwriters"), (iii) if applicable, that
the Underwriting Agreement includes an option (an "Over-allotment Option") to
purchase Additional Securities (as defined below) to cover over-allotments, if
any, (iv) if applicable, that the Offering is part of an offering that includes
concurrent offerings by two or more syndicates (an "International Offering"),
each of which will offer and sell Securities subject to such restrictions as
shall be specified in any Intersyndicate Agreement (as defined below) referred
to in such AAU, (v) the price at which the Securities are to be purchased by the
several Underwriters from any Issuer or Seller thereof (the "Purchase Price"),
(vi) the offering terms, including, if applicable, the price or prices at which
the Securities initially will be offered by the Underwriters (the "Offering
Price"), any selling concession to dealers (the "Selling Concession"),
reallowance (the "Reallowance"), management fee, global coordinators' fee,
praecipium or other similar fees, discounts or commissions (collectively, the
"Fees and Commissions") with respect to the Securities, (vii) the proposed
pricing date ("Pricing Date") and settlement date (the "Settlement Date"),
(viii) any contractual restrictions on the offer and sale of the Securities
pursuant to the Underwriting Agreement, Intersyndicate Agreement or otherwise,
(ix) any co-managers for such Offering (the "Co-Managers"), (x) your proposed
participation in the Offering, (xi) if applicable, the trustee, fiscal agent or
similar agent (the "Trustee") for the indenture, trust agreement, fiscal agency
agreement or similar agreement (the "Indenture") under which such Securities
will be issued and (xii) any other principal terms of the Offering.

          The term "Manager" means Salomon Smith Barney. The term "Underwriters"
includes the Manager and the Co-Managers. The term "Firm Securities" means the
number or amount of Securities that the several Underwriters are initially
committed to purchase under the Underwriting Agreement (which may be expressed
as a percentage of an aggregate number or amount of Securities to be purchased
by the Underwriters as in the case of a standby Underwriting Agreement). The
term "Additional Securities" means the Securities, if any, that the several
Underwriters have an option to purchase under the Underwriting Agreement to
cover over-allotments, if any. The number, amount or percentage of Firm
Securities set forth opposite each Underwriter's name in the Underwriting
Agreement plus any additional Firm Securities that such Underwriter has become
obligated to purchase under the Underwriting Agreement or Article XI hereof is
hereinafter referred to as the "Original Purchase Obligation" of such
Underwriter and the ratio which such Original Purchase Obligation bears to the
total of all Firm Securities set forth in the Underwriting Agreement (or, in the
case of a standby Underwriting Agreement, to 100%) is hereinafter referred to as
the "Underwriting Percentage" of such Underwriter.

          References herein to statutory sections, rules, regulations, forms and
interpretive materials shall be deemed to include any successor provisions.

          1.2. ACCEPTANCE OF AAU. You shall have accepted an AAU for an Offering
if we receive your acceptance, prior to the time specified in the Invitation
Wire for such Offering, by wire, telex, facsimile or electronic data
transmission or other written communication (any such manner of communication
being deemed "In

                                        2

<PAGE>

Writing") (or orally, if promptly confirmed In Writing) in the manner specified
in the Invitation Wire, of our invitation to participate in the Offering. If we
receive your timely acceptance of the invitation to participate, such AAU shall
constitute a valid and binding contract between us. Your acceptance of the
Invitation Wire shall also constitute acceptance by you of the terms of
subsequent Wires to you relating to the Offering unless we receive In Writing,
within the time and in the manner specified in such subsequent Wire, a notice
from you to the effect that you do not accept the terms of such subsequent Wire,
in which case you shall be deemed to have elected not to participate in the
Offering.

          1.3. UNDERWRITERS' QUESTIONNAIRE. Your acceptance of the Invitation
Wire shall confirm that you have no exceptions to the Underwriters'
Questionnaire attached as Exhibit A hereto (or to any other questions addressed
to you in any Wires relating to the Offering previously sent to you), other than
exceptions noted by you In Writing in connection with the Offering and received
from you by us before the time specified in the Invitation Wire or any
subsequent Wire.

                             II. OFFERING MATERIALS

          2.1. REGISTERED OFFERINGS. In the case of an Offering that will be
registered in whole or in part (a "Registered Offering") under the United States
Securities Act of 1933, as amended (the "1933 Act"), you understand that the
Issuer has filed with the Securities and Exchange Commission (the "Commission")
a registration statement including a prospectus relating to the Securities. The
term "Registration Statement" means such registration statement as amended or
deemed to be amended to the effective date of the Underwriting Agreement and, in
the event that the Issuer files an abbreviated registration statement to
register additional Securities pursuant to Rule 462(b) under the 1933 Act, such
abbreviated registration statement. The term "Prospectus" means the prospectus,
together with the final prospectus supplement, if any, relating to the Offering
first used to confirm sales of Securities and, in the case of a Registered
Offering that is an International Offering, the term "Prospectus" shall mean,
collectively, each prospectus or offering circular, together with each final
prospectus supplement or final offering circular supplement, if any, relating to
the Offering, in the respective forms first used or made available for use to
confirm sales of Securities. The term "Preliminary Prospectus" means any
preliminary prospectus relating to the Offering or any preliminary prospectus
supplement together with a prospectus relating to the Offering and, in the case
of a Registered Offering that is an International Offering, the term
"Preliminary Prospectus" shall mean, collectively, each preliminary prospectus
or preliminary offering circular relating to the Offering or each preliminary
prospectus supplement or preliminary offering circular supplement, together with
a prospectus or offering circular, respectively, relating to the Offering. As
used herein the terms "Registration Statement", "Prospectus" and "Preliminary
Prospectus" shall include in each case the material, if any, incorporated by
reference therein. The Manager will furnish to you, or make arrangements for you
to obtain, copies of each Prospectus and Preliminary

                                        3

<PAGE>

Prospectus (but excluding for this purpose, unless otherwise required pursuant
to regulations under the 1933 Act, documents incorporated therein by reference)
as soon as practicable after sufficient quantities thereof have been made
available by the Issuer.

          2.2. UNREGISTERED OFFERINGS. In the case of an Offering other than a
Registered Offering, you understand that no registration statement has been
filed with the Commission. The term "Offering Circular" means an offering
circular or memorandum, if any, or any other written materials authorized by the
Issuer to be used in connection with an Offering that is not a Registered
Offering. The term "Preliminary Offering Circular" means any preliminary
offering circular or memorandum, if any, or any other written preliminary
materials authorized by the Issuer to be used in connection with such an
Offering. As used herein, the terms "Offering Circular" and "Preliminary
Offering Circular" shall include the material, if any, incorporated by reference
therein. We will either, as soon as practicable after the later of the date of
the Invitation Wire or the date made available to us by the Issuer, furnish to
you (or make available for your review in our office) a copy of any Preliminary
Offering Circular or any proof or draft of the Offering Circular. In any event,
in any Offering involving an Offering Circular, the Manager will furnish to you,
or make arrangements for you to obtain, as soon as practicable after sufficient
quantities thereof are made available by the Issuer, copies of the final
Offering Circular, as amended or supplemented, if applicable (but excluding for
this purpose documents incorporated therein by reference).

                            III. MANAGER'S AUTHORITY

          3.1. AUTHORITY OF MANAGER TO DETERMINE FORM OF DOCUMENTS, TERMS OF
OFFERING, ETC. You authorize the Manager to act as lead manager of the Offering
of the Securities by the Underwriters (the "Underwriters' Securities") or by the
Issuer or Seller pursuant to delayed delivery contracts (the "Contract
Securities"), if any, contemplated by the Underwriting Agreement. You authorize
the Manager, on your behalf, (a) to determine the form of the Underwriting
Agreement, (b) to execute and deliver the Underwriting Agreement to the Issuer,
Guarantor or Seller, (c) to determine the form of any agreement or agreements
between or among the syndicates participating in the International Offering of
which the Offering is a part (each an "Intersyndicate Agreement"), and (d) to
execute and deliver any such Intersyndicate Agreement. You authorize the Manager
(i) to exercise any Over-allotment Option for the purchase any of or all the
Additional Securities for the accounts of the several Underwriters pursuant to
the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the
Co-Managers, to any addition to, change in or waiver of any provision of, or the
termination of, the Underwriting Agreement or any Intersyndicate Agreement
(other than an increase in the Purchase Price or in your Original Purchase
Obligation to purchase Securities, in either case from that contemplated by the
applicable AAU), (iii) to add or remove prospective Underwriters to or from the
syndicate, (iv) to exercise, in the Manager's discretion, all the authority
vested in the Manager in the Underwriting

                                        4

<PAGE>

Agreement and (v) except as described below in this Section 3.1, to take any
other action as may seem advisable to the Manager in respect of the Offering
(including, without limitation, actions and communications with the Commission,
the National Association of Securities Dealers, Inc. (the "NASD"), state blue
sky or securities commissions, stock exchanges and other regulatory bodies or
organizations). If, in accordance with the terms of the applicable AAU, the
Offering of the Securities is at varying prices based on prevailing market
prices or prices related to prevailing market prices or at negotiated prices,
you authorize the Manager to determine, on your behalf in the Manager's
discretion, any Offering Price and the Fees and Commissions applicable to the
Offering from time to time. You authorize the Manager on your behalf to arrange
for any currency transactions (including forward and hedging currency
transactions) as the Manager deems necessary to facilitate settlement of the
purchase of the Securities, but you do not authorize the Manager on your behalf
to engage in any other forward or hedging transactions in connection with the
Offering unless such transactions are specified in an applicable AAU or are
otherwise consented to by you. You further authorize the Manager, subject to the
provisions of Section 1.2 hereof, (i) to vary the offering terms of the
Securities in effect at any time, including, if applicable, the Offering Price
and Fees and Commissions set forth in the applicable AAU, (ii) to determine, on
your behalf, the Purchase Price and (iii) to increase or decrease the number,
amount or percentage of Securities being offered. Notwithstanding the foregoing
provisions of this Section 3.1, the Manager shall notify the Underwriters, prior
to the signing of the Underwriting Agreement, of any provision in the
Underwriting Agreement that could result in an increase in the amount or
percentage of Firm Securities set forth opposite each Underwriter's name in the
Underwriting Agreement by more than 25% (or such other percentage as shall have
been specified in the applicable Invitation Wire or otherwise consented to by
you) as a result of the failure or refusal of another Underwriter or
Underwriters to perform its or their obligations thereunder.

          3.2. OFFERING DATE. The Offering is to be made as soon after the
Underwriting Agreement is entered into by the Issuer, Guarantor or Seller and
the Manager as in the Manager's judgment is advisable, on the terms and
conditions set forth in the Prospectus or the Offering Circular, as the case may
be, and the applicable AAU. You agree not to sell any Securities prior to the
time the Manager releases such Securities for sale to purchasers. The date on
which such Securities are released for sale is referred to herein as the
"Offering Date".

          3.3. ADVERTISING; SUPPLEMENTAL OFFERING MATERIAL. Any public
advertisement of the Offering shall be made by the Manager on behalf of the
Underwriters on such date as the Manager shall determine. You agree not to
advertise the Offering prior to the date of the Manager's advertisement thereof
without the Manager's consent. If the offering is made in whole or in part in
reliance on Rule 144A (or upon another exemption from registration), you agree
not to engage in any general solicitation and to abide by any other restrictions
in the AAU or the Underwriting Agreement in connection therewith relating to any
advertising or publicity. Any advertisement you may make of the Offering after
such date will be your own

                                        5

<PAGE>

responsibility and at your own expense and risk. In addition to your agreement
to comply with restrictions on the Offering pursuant to Sections 10.10 and 10.11
hereof, you also agree that you will not, in connection with the offer and sale
of the Securities in the Offering, without the consent of the Manager, give to
any prospective purchaser of the Securities or other person not in your employ
any written information concerning the Offering, the Issuer, the Guarantor or
the Seller, other than information contained in any Preliminary Prospectus,
Prospectus, Preliminary Offering Circular or Offering Circular or in any
computational materials ("Computational Materials") or other offering materials
prepared by or with the consent of the Manager for use by the Underwriters in
connection with the Offering and, in the case of a Registered Offering, filed
with the Commission or the NASD, as applicable (the "Supplemental Offering
Materials"). You further agree to cease distribution of any Computational
Materials on the Offering Date.

          3.4. INSTITUTIONAL AND RETAIL SALES. You authorize the Manager to sell
to institutions or retail purchasers such Securities purchased by you pursuant
to the Underwriting Agreement as the Manager shall determine. The Selling
Concession on any such sales shall be credited to the accounts of the
Underwriters as the Manager shall determine.

          3.5. SALES TO DEALERS. You authorize the Manager to sell to Dealers
(as defined below) such Securities purchased by you pursuant to the Underwriting
Agreement as the Manager shall determine. A "Dealer" shall be a person who is
(a) a broker or dealer (as defined in the By-Laws of the NASD) actually engaged
in the investment banking or securities business and (i) a member in good
standing of the NASD or (ii) a foreign bank, broker, dealer or other institution
not eligible for membership in the NASD that, in the case of either clause
(a)(i) or (a)(ii), makes the representations and agreements applicable to such
institutions contained in Section 10.6 hereof or (b) in the case of Offerings of
Securities that are exempt securities under Section 3(a)(12) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and such other Securities as
from time to time may be sold by a "bank" (as defined in Section 3(a)(6) of the
1934 Act (a "Bank")), a Bank that is not a member of the NASD and that makes the
representations and agreements applicable to such institutions contained in
Section 10.6 hereof. If the price for any such sales by the Manager to Dealers
exceeds an amount equal to the Offering Price less the Selling Concession set
forth in the applicable AAU, the amount of such excess, if any, shall be
credited to the accounts of the Underwriters as the Manager shall determine.

          3.6. DIRECT SALES. The Manager will advise you promptly, on the date
of the Offering, as to the Securities purchased by you pursuant to the
Underwriting Agreement that you shall retain for direct sale. At any time prior
to the termination of the applicable AAU, any such Securities that are held by
the Manager for sale but not sold, may, on your request and at the Manager's
discretion, be released to you for direct sale, and Securities so released to
you shall no longer be deemed held for sale by the Manager. You may allow, and
Dealers may reallow, a discount on sales to Dealers in an amount not in excess
of the Reallowance set forth in the applicable AAU.

                                        6

<PAGE>

You may not purchase Securities from, or sell Securities to, any other
Underwriter or Dealer at any discount or concession other than the Reallowance,
except with the consent of the Manager.

          3.7. RELEASE OF UNSOLD SECURITIES. From time to time prior to the
termination of the applicable AAU, on the request of the Manager, you shall
advise the Manager of the amount of Securities remaining unsold which were
retained by or released to you for direct sale and of the amount of Securities
and Other Securities (as defined below) purchased for your account remaining
unsold which were delivered to you pursuant to Article V hereof or pursuant to
any Intersyndicate Agreement, and, on the request of the Manager, you shall
release to the Manager any such Securities and Other Securities remaining unsold
(i) for sale by the Manager to institutions, Dealers or retail purchasers, (ii)
for sale by the Issuer or Seller pursuant to delayed delivery contracts or (iii)
if, in the Manager's opinion, such Securities or Other Securities are needed to
make delivery against sales made pursuant to Article V hereof or any
Intersyndicate Agreement.

          3.8. INTERNATIONAL OFFERINGS. In the case of an International
Offering, you authorize the Manager (i) to make representations on your behalf
as set forth in any Intersyndicate Agreement or Underwriting Agreement and (ii)
to purchase or sell for your account pursuant to the Intersyndicate Agreement
(a) Securities, (b) any other securities of the same class and series, or any
securities into which the Securities may be converted or for which the
Securities may be exchanged or exercised and (c) any other securities designated
in the applicable AAU or applicable Intersyndicate Agreement (the securities
referred to in clauses (b) and (c) above being referred to collectively as the
"Other Securities").

                         IV. DELAYED DELIVERY CONTRACTS

          4.1. ARRANGEMENTS FOR SALES. You agree that arrangements for sales of
Contract Securities will be made only through the Manager acting either directly
or through Dealers (including Underwriters acting as Dealers), and you authorize
the Manager to act on your behalf in making such arrangements. The aggregate
amount of Securities to be purchased by the several Underwriters shall be
reduced by the respective amounts of Contract Securities attributed to such
Underwriters as hereinafter provided. Subject to the provisions of Section 4.2,
the aggregate amount of Contract Securities shall be attributed to the
Underwriters as nearly as practicable in their respective Underwriting
Percentages, except that, as determined by the Manager in its discretion, (i)
Contract Securities directed and allocated by a purchaser to specific
Underwriters shall be attributed to such Underwriters and (ii) Contract
Securities for which arrangements have been made for sale through Dealers shall
be attributed to each Underwriter approximately in the proportion that
Securities of such Underwriter held by the Manager for sales to Dealers bear to
all Securities so held. The fee with respect to Contract Securities payable to
the Manager for the accounts of the Underwriters pursuant to the Underwriting
Agreement shall be credited to the accounts of the respective Underwriters in
proportion to the Contract Securities attributed to such Underwriters pursuant
to the provisions of this Section 4.1, less, in the case of each

                                        7

<PAGE>

Underwriter, the concession to Dealers on Contract Securities sold through
Dealers and attributed to such Underwriter.

          4.2. EXCESS SALES. If the amount of Contract Securities attributable
to an Underwriter pursuant to Section 4.1 would exceed such Underwriter's
Original Purchase Obligation reduced by the amount of Underwriters' Securities
sold by or on behalf of such Underwriter, such excess shall not be attributed to
such Underwriter, and such Underwriter shall be regarded as having acted only as
a Dealer with respect to, and shall receive only the concession to Dealers on,
such excess.

        V. PURCHASE AND SALE OF SECURITIES; FACILITATION OF DISTRIBUTION

          5.1. PURCHASE AND SALE OF SECURITIES; FACILITATION OF DISTRIBUTION. In
order to facilitate the distribution and sale of the Securities, you authorize
the Manager to buy and sell Securities and any Other Securities, in addition to
Securities sold pursuant to Article III hereof, in the open market or otherwise
(including, without limitation, pursuant to any Intersyndicate Agreement), for
long or short account, on such terms as it shall deem advisable, and to
over-allot in arranging sales. Such purchases and sales and over-allotments
shall be made for the accounts of the several Underwriters as nearly as
practicable in their respective Underwriting Percentages or, in the case of an
International Offering, such purchases and sales shall be for such accounts as
set forth in the applicable Intersyndicate Agreement. Any securities which may
have been purchased by the Manager for stabilizing purposes in connection with
the Offering prior to the execution of the applicable AAU shall be treated as
having been purchased pursuant to this Section 5.1 for the accounts of the
several Underwriters or, in the case of an International Offering, for such
accounts as are set forth in the applicable Intersyndicate Agreement. Your net
commitment pursuant to the foregoing authorization shall not exceed at the close
of business on any day an amount equal to 20% of your Underwriting Percentage of
the aggregate initial Offering Price of the Firm Securities, it being understood
that, in calculating such net commitment, the initial Offering Price shall be
used with respect to the Securities so purchased or sold and, in the case of all
Other Securities, shall be the purchase price thereof. Your net commitment for
short account (i.e., "naked short") shall be calculated by assuming that all
Securities that may be purchased upon exercise of any over-allotment option then
exercisable are acquired (whether or not actually acquired) and, in the case of
an International Offering, after giving effect to the purchase of any Securities
or Other Securities that the Manager has agreed to purchase for your account
pursuant to any applicable Intersyndicate Agreement. On demand you shall take up
and pay for any Securities or Other Securities so purchased for your account and
any Securities released to you pursuant to Section 3.7 hereof and you shall
deliver to the Manager against payment any Securities or Other Securities so
sold or over-allotted for your account or released to you. The Manager agrees to
notify you if it engages in any stabilization transaction requiring reports to
be filed pursuant to Rule 17a-2 under the 1934 Act and to notify you of the date
of termination of stabilization. You agree not to stabilize or engage in any
syndicate covering transaction (as defined in Rule 100 of

                                        8

<PAGE>

Regulation M under the 1934 Act ("Regulation M")) in connection with the
Offering without the prior consent of the Manager. You further agree to provide
to Salomon Smith Barney any reports required of you pursuant to Rule 17a-2 not
later than the date specified therein and you authorize Salomon Smith Barney to
file on your behalf with the Commission any reports required by such Rule.

          If the limitations of Rule 101 of Regulation M ("Rule 101") do not
apply to you with respect to the Securities, Other Securities or other reference
securities (as defined in Rule 100 of Regulation M) because they satisfy the
exception for actively-traded securities in subsection (c)(1) of Rule 101 or the
exception for Rule 144A securities in subsection (b)(10) of Rule 101, you agree
that promptly upon notice from the Manager (or, if later, at the time stated in
the notice) you will comply with Rule 101 as though such exception were not
available but the other provisions of Rule 101 (as interpreted by the Commission
and after giving effect to any applicable exemptions) did apply. If the
securities in question are NASDAQ securities (as defined in Rule 100 of
Regulation M) you may engage in passive market making in accordance with Rule
103 of Regulation M (except that the daily net purchase volume limitation will
not apply and the maximum displayed bid size shall be 5,000 shares excluding
transactions effected in the SOES system) unless the notice from the Manager
also states that passive market making is not permitted.

          5.2. PENALTY WITH RESPECT TO SECURITIES REPURCHASED BY THE MANAGER. If
pursuant to the provisions of Section 5.1 and prior to the termination of the
Manager's authority to cover any short position incurred under the applicable
AAU or such other date as the Manager shall specify in a Wire, either (A) the
Manager purchases or contracts to purchase for the account of any Underwriter in
the open market or otherwise any Securities which were retained by, or released
to, you for direct sale or any Securities sold pursuant to Section 3.4 for which
you received a portion of the Selling Concession set forth in the applicable
AAU, or any Securities which may have been issued on transfer or in exchange for
such Securities, and which Securities were therefore not effectively placed for
investment or (B) if the Manager has advised you by Wire that trading in the
Securities will be reported to the Manager pursuant to the "Initial Public
Offering Tracking System" of The Depository Trust Company ("DTC") and the
Manager determines, based on notices from DTC, that your customers sold an
amount of Securities during any day that exceeds the amount previously notified
to you by Wire, then you authorize the Manager either to charge your account
with an amount equal to such portion of the Selling Concession set forth in the
applicable AAU received by you with respect to such Securities or, in the case
of clause (B), such Securities as exceed the amount specified in such Wire or to
require you to repurchase such Securities or, in the case of clause (B), such
Securities as exceed the amount specified in such Wire, at a price equal to the
total cost of such purchase, including transfer taxes, accrued interest,
dividends and commissions, if any.

          5.3. COMPLIANCE WITH REGULATION M. You represent that, at all times
since you were invited to participate in the Offering, you have complied with
the provisions of Regulation M applicable to such Offering, in each case as
interpreted by the Commission and after giving effect to any applicable
exemptions. If you have been

                                        9

<PAGE>

notified in a Wire that the Underwriters may conduct passive market making in
compliance with Rule 103 of Regulation M in connection with the Offering, you
represent that, at all times since your receipt of such Wire, you have complied
with the provisions of such Rule applicable to such Offering, as interpreted by
the Commission and after giving effect to any applicable exemptions.

          5.4. STANDBY UNDERWRITINGS. You authorize the Manager in its
discretion, at any time on, or from time to time prior to, the expiration of the
conversion right of convertible securities identified in the applicable AAU in
the case of securities called for redemption, or the expiration of rights to
acquire securities in the case of rights offerings, for which, in either case,
standby underwriting arrangements have been made: (i) to purchase convertible
securities or rights to acquire Securities for your account, in the open market
or otherwise, on such terms as the Manager determines and to convert convertible
securities or exercise rights so purchased; and (ii) to offer and sell the
underlying common stock or depositary shares for your account, in the open
market or otherwise, for long or short account (for purposes of such commitment,
such common stock or depositary shares being considered the equivalent of
convertible securities or rights), on such terms consistent with the terms of
the Offering set forth in the Prospectus or Offering Circular as the Manager
determines. On demand you shall take up and pay for any securities so purchased
for your account or you shall deliver to the Manager against payment any
securities so sold, as the case may be. During such period you may offer and
sell the underlying common stock or depositary shares, but only at prices set by
the Manager from time to time, and any such sales shall be subject to the
Manager's right to sell to you the underlying common stock or depositary shares
as above provided and to the Manager's right to reserve your Securities
purchased, received or to be received upon conversion. You agree not to bid for,
purchase, attempt to induce others to purchase, or sell, directly or indirectly,
any convertible securities or rights or underlying common stock or depositary
shares, provided, however, that no Underwriter shall be prohibited from (a)
selling underlying common stock owned beneficially by such Underwriter on the
day the convertible securities were first called for redemption, (b) converting
convertible securities owned beneficially by such Underwriter on such date or
selling underlying common stock issued upon conversion of convertible securities
so owned, (c) exercising rights owned beneficially by such Underwriter on the
record date for a rights offering or selling the underlying common stock or
depositary shares issued upon exercise of rights so owned or (d) purchasing or
selling convertible securities or rights or underlying common stock or
depositary shares as a broker pursuant to unsolicited orders.

                           VI. PAYMENT AND SETTLEMENT

          6.1. PAYMENT AND SETTLEMENT. You shall deliver to the Manager on the
date and at the place and time specified in the applicable AAU (or on such later
date and at such place and time as may be specified by the Manager in a
subsequent Wire) the funds specified in the applicable AAU, payable to the order
of Salomon Smith Barney Inc., for (i) an amount equal to the Offering Price plus
(if not included in the Offering Price) accrued interest, amortization of
original issue discount or dividends, if

                                       10

<PAGE>

any, specified in the Prospectus or Offering Circular, less the applicable
Selling Concession in respect of the Firm Securities to be purchased by you,
(ii) an amount equal to the Offering Price plus (if not included in the Offering
Price) accrued interest, amortization of original issue discount or dividends,
if any, specified in the Prospectus or Offering Circular, less the applicable
Selling Concession in respect of such of the Firm Securities to be purchased by
you as shall have been retained by or released to you for direct sale as
contemplated by Section 3.6 hereof or (iii) the amount set forth or indicated in
the applicable AAU, as the Manager shall advise. You shall make similar payment
as the Manager may direct for Additional Securities, if any, to be purchased by
you on the date specified by the Manager for such payment. The Manager will make
payment to the Issuer or Seller against delivery to the Manager for your account
of the Securities to be purchased by you, and the Manager will deliver to you
the Securities paid for by you which shall have been retained by or released to
you for direct sale. If the Manager determines that transactions in the
Securities are to be settled through the facilities of DTC or other
clearinghouse facility, payment for and delivery of Securities purchased by you
shall be made through such facilities, if you are a member, or, if you are not a
member, settlement shall be made through your ordinary correspondent who is a
member.

                                  VII. EXPENSES

          7.1. MANAGEMENT FEE. You authorize the Manager to charge your account
as compensation for the Manager's and Co-Managers' services in connection with
the Offering, including the purchase from the Issuer or Seller of the
Securities, as the case may be, and the management of the Offering, the amount,
if any, set forth as the management fee, global coordinators fee, praecipium or
other similar fee in the applicable AAU. Such amount shall be divided among the
Manager and any Co-Managers named in the applicable AAU as they may determine.

          7.2. GENERAL EXPENSES. You authorize the Manager to charge your
account with your Underwriting Percentage of all expenses of a general nature
incurred by the Manager and Co-Managers under the applicable AAU in connection
with the Offering, including the negotiation and preparation thereof, or in
connection with the purchase, carrying, marketing and sale of any securities
under the applicable AAU and any Intersyndicate Agreement, including, without
limitation, legal fees and expenses, transfer taxes, costs associated with
approval of the Offering by the NASD and the costs of currency transactions
(including forward and hedging currency transactions) entered into to facilitate
settlement of the purchase of Securities permitted under Section 3.1 hereof.

                    VIII. MANAGEMENT OF SECURITIES AND FUNDS

          8.1. ADVANCES; LOANS; PLEDGES. You authorize the Manager to advance
the Manager's own funds for your account, charging current interest rates, or

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<PAGE>

to arrange loans for your account for the purpose of carrying out the provisions
of the applicable AAU and any Intersyndicate Agreement and in connection
therewith, to hold or pledge as security therefor all or any securities which
the Manager may be holding for your account under the applicable AAU and any
Intersyndicate Agreement, to execute and deliver any notes or other instruments
evidencing such advances or loans and to give all instructions to the lenders
with respect to any such loans and the proceeds thereof. The obligations of the
Underwriters under loans arranged on their behalf shall be several in proportion
to their respective Original Purchase Obligations and not joint. Any lender is
authorized to accept the Manager's instructions as to the disposition of the
proceeds of any such loans. In the event of any such advance or loan, repayment
thereof shall, in the discretion of the Manager, be effected prior to making any
remittance or delivery pursuant to Section 8.2, 8.3 or 9.2 hereof.

          8.2. RETURN OF AMOUNT PAID FOR SECURITIES. Out of payment received by
the Manager for Securities sold for your account which have been paid for by
you, the Manager will remit to you promptly an amount equal to the price paid by
you for such Securities.

          8.3. DELIVERY AND REDELIVERY OF SECURITIES FOR CARRYING PURPOSES. The
Manager may deliver to you from time to time prior to the termination of the
applicable AAU pursuant to Section 9.1 hereof against payment, for carrying
purposes only, any Securities or Other Securities purchased by you under the
applicable AAU or any Intersyndicate Agreement which the Manager is holding for
sale for your account but which are not sold and paid for. You shall redeliver
to the Manager against payment any Securities or Other Securities delivered to
you for carrying purposes at such times as the Manager may demand.

                        IX. TERMINATION; INDEMNIFICATION

          9.1. TERMINATION. Each AAU shall terminate at the close of business on
the later of the date on which the Underwriters pay the Issuer or Seller for the
Securities and 45 full days after the applicable Offering Date, unless sooner
terminated by the Manager. The Manager may in its discretion by notice to you
prior to the termination of such AAU alter any of the terms or conditions of the
Offering to the extent permitted by Articles III or IV hereof, or terminate or
suspend the effectiveness of Article V hereof, or any part thereof. No
termination or suspension pursuant to this paragraph shall affect the Manager's
authority under Section 3.1 hereof to take actions in respect of the Offering or
under Article V hereof to cover any short position incurred under such AAU or in
connection with covering any such short position to require you to repurchase
Securities as specified in Section 5.2 hereof.

          9.2. DELIVERY OR SALE OF SECURITIES; SETTLEMENT OF ACCOUNTS. Upon
termination of each AAU or prior thereto at the Manager's discretion, the
Manager shall deliver to you any Securities paid for by you pursuant to Section
6.1 hereof and held by the Manager for sale pursuant to Section 3.4 or 3.5
hereof but not sold and paid for and any Securities or Other Securities that are
held by the Manager for your account

                                       12

<PAGE>

pursuant to the provisions of Article V hereof or any Intersyndicate Agreement.
Notwithstanding the foregoing, at the termination of such AAU, if the aggregate
initial Offering Price of any such Securities and the aggregate purchase price
of any Other Securities so held and not sold and paid for does not exceed an
amount equal to 20% of the aggregate initial Offering Price of the Securities,
the Manager may, in its discretion, sell such Securities and Other Securities
for the accounts of the several Underwriters, at such prices, on such terms, at
such times and in such manner as it may determine. Within the period specified
by applicable NASD Rules or, if no period is so specified, as soon as
practicable after termination of such AAU, your account shall be settled and
paid. The Manager may reserve from distribution such amount as the Manager deems
advisable to cover possible additional expenses. The determination by the
Manager of the amount so to be paid to or by you shall be final and conclusive.
Any of your funds in the Manager's hands may be held with the Manager's general
funds without accountability for interest

          Notwithstanding any provision of this Master AAU other than Section
10.12, upon termination of each AAU or prior thereto at the Manager's
discretion, the Manager (i) may allocate to the accounts of the Underwriters the
expenses described in Section 7.2 hereof and any losses incurred upon the sale
of Securities or Other Securities pursuant to the applicable AAU or any
Intersyndicate Agreement (including any losses incurred upon the sale of
securities referred to in Section 5.4(ii) hereof), (ii) may deliver to the
Underwriters any unsold Securities or Other Securities purchased pursuant to
Section 5.1 hereof or any Intersyndicate Agreement and (iii) may deliver to the
Underwriters any unsold Securities purchased pursuant to the applicable
Underwriting Agreement, in each case in the Manager's discretion. The Manager
shall have full discretion to allocate expenses and Securities to the accounts
of any Underwriter as the Manager decides, except that (a) no Underwriter (other
than the Manager or a Co-Manager) shall bear more than its share of such
expenses, losses or Securities (such share shall not exceed such Underwriter's
Underwriting Percentage and shall be determined pro rata among all such
Underwriters based on their Underwriting Percentages), (b) no such Underwriter
shall receive Securities that, together with any Securities purchased by such
Underwriter pursuant to Section 6.1 (but excluding any Securities that such
Underwriter is required to repurchase pursuant to Section 5.2) exceed such
Underwriter's Original Purchase Obligation and (c) no Co-Manager shall bear more
than its share, as among the Manager and the other Co-Managers, of such
expenses, losses or Securities (such share to be determined pro rata among the
Manager and all Co-Managers based on (1) their relative Underwriting Percentages
as a percentage of the total combined Underwriting Percentages of the Manager
and all Co-Managers, or (2) if the Manager so determines, their relative
Offering Economics (as hereinafter defined) as a percentage of the combined
Offering Economics of the Manager and all Co-Managers together. The Manager's or
a Co-Manager's "Offering Economics" equals the sum of its Management Fee Share,
its Underwriting Fee Share and its Selling Concession Share (each as hereinafter
defined). The Manager's or a Co-Manager's "Management Fee Share" is the dollar
amount of its share, as agreed among the Manager and any Co-Managers, of the
amount payable by all Underwriters to some or all of the Manager and any
Co-Manager as a global coordinators' fee, praecipium, management fee or other
fee. The

                                       13

<PAGE>

Manager's or a Co-Manager's "Underwriting Fee Share" is the dollar amount of its
Underwriting Percentage of the aggregate initial Offering Price of the Firm
Securities less the Purchase Price thereof, less the Selling Concession thereon.
The Manager's or a Co-Manager's "Selling Concession Share" is the dollar amount
of any Selling Concession credited to it on sales from the institutional pot or
on sales made for the account of any other Underwriter. If any Securities or
Other Securities returned to you pursuant to clause (ii) or (iii) above were not
paid for by you pursuant to Section 6.1 hereof, you shall pay to the Manager an
amount per security equal to the amount set forth in Section 6.1(i), in the case
of Securities returned to you pursuant to clause (iii) above, or the purchase
price of such securities, in the case of Securities or Other Securities returned
to you pursuant to clause (ii) above.

          9.3. POST-SETTLEMENT EXPENSES. Notwithstanding any settlement on the
termination of the applicable AAU, you agree to pay any transfer taxes which may
be assessed and paid after such settlement on account of any sales or transfers
under such AAU or any Intersyndicate Agreement for your account and your
Underwriting Percentage of (i) all expenses incurred by the Manager in
investigating, preparing to defend or defending against any action, claim or
proceeding which is asserted or instituted by any party (including any
governmental or regulatory body) relating to (a) the Registration Statement, any
Preliminary Prospectus or Prospectus (or any amendment or supplement thereto),
any Preliminary Offering Circular or Offering Circular (or any amendment or
supplement thereto) or Supplemental Offering Materials, (b) the violation of any
applicable restrictions on the offer, sale, resale or purchase of Securities or
Other Securities imposed by United States Federal or state laws or foreign laws
and the rules and regulations of any regulatory body promulgated thereunder or
pursuant to the terms of such AAU, the Underwriting Agreement or any
Intersyndicate Agreement or (c) any claim that the Underwriters constitute a
partnership, an association or an unincorporated business or other separate
entity and (ii) any liability, including attorneys' fees, incurred by the
Manager in respect of any such action, claim or proceeding, whether such
liability shall be the result of a judgment or arbitrator's determination or as
a result of any settlement agreed to by the Manager, other than any such expense
or liability as to which the Manager actually receives indemnity pursuant to
Section 9.4, contribution pursuant to Section 9.5, indemnity or contribution
pursuant to the Underwriting Agreement or damages from an Underwriter for breach
of its representations, warranties, agreements, or covenants contained in the
applicable AAU. None of the foregoing provisions of this Section 9.3 shall
relieve any defaulting or breaching Underwriter from liability for its defaults
or breach.

          9.4. INDEMNIFICATION. You agree to indemnify and hold harmless each
other Underwriter and each person, if any, who controls any such Underwriter
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, to the extent and upon the terms which you agree to indemnify and hold
harmless any of the Issuer, the Guarantor, the Seller, any person controlling
the Issuer, the Guarantor, the Seller, its directors and, in the case of a
Registered Offering, its officers who signed the Registration Statement and, in
the case of an Offering other than a Registered Offering, its officers, in each
case as set forth in the Underwriting Agreement. You further agree to indemnify
and hold harmless any investment banking firm identified in

                                       14

<PAGE>

a Wire as the qualified independent underwriter as defined in Rule 2720 of the
NASD's Conduct Rules ("QIU") for an Offering and each person, if any, who
controls such QIU within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act, from and against any and all losses, claims, damages
and liabilities related to, arising out of or in connection with such investment
banking firm's activities as QIU for the Offering. You agree with the other
Underwriters to reimburse such QIU for all expenses, including fees and expenses
of counsel as they are incurred, in connection with investigating, preparing
for, or defending any action, claim or proceeding related to, arising out of, or
in connection with such QIU's activities as a QIU for the Offering. Each
Underwriter shall be responsible for its Underwriting Percentage of any amount
due to such QIU on account of the foregoing indemnity. You agree that such QIU
shall have no additional liability to any Underwriter or otherwise as a result
of its serving as QIU in connection with the Offering. You further agree that to
the extent the indemnification provided to a QIU under this Section 9.4 is
unavailable to such QIU or insufficient in respect of any losses, claims,
damages or liabilities (and expenses relating thereto), whether as a matter of
law or public policy or as a result of the default of any Underwriter in
performing its obligations under this Section 9.4, you and each other
Underwriter shall contribute to the amount paid or payable by such QIU as a
result of such losses, claims, damages or liabilities (and expenses relating
thereto) in proportion to your Underwriting Percentage.

          9.5. CONTRIBUTION. Notwithstanding any settlement on the termination
of the applicable AAU, you agree to pay upon request of the Manager, as
contribution, your Underwriting Percentage of any losses, claims, damages or
liabilities, joint or several, paid or incurred by any Underwriter to any person
other than an Underwriter, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any Preliminary Prospectus or Prospectus (or any amendment or
supplement thereto), any Preliminary Offering Circular or Offering Circular (or
any amendment or supplement thereto) or Supplemental Offering Materials or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (other
than an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information furnished to
the Company in writing by the Underwriter on whose behalf the request for
contribution is being made expressly for use therein) and your Underwriting
Percentage of any legal or other expenses reasonably incurred by the Underwriter
(with the approval of the Manager) on whose behalf the request for contribution
is being made in connection with investigating or defending any such loss,
claim, damage or liability or any action in respect thereof; provided that no
request shall be made on behalf of any Underwriter guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) from any
Underwriter who was not guilty of such fraudulent misrepresentation. None of the
foregoing provisions of this Section 9.5 shall relieve any defaulting or
breaching Underwriter from liability for its defaults or breach.

          9.6. SEPARATE COUNSEL. If any claim is asserted or action or
proceeding commenced pursuant to which the indemnity provided in Section 9.4 may
apply, the Manager may take such action in connection therewith as it deems

                                       15

<PAGE>

necessary or desirable, including retention of counsel for the Underwriters, and
in its discretion separate counsel for any particular Underwriter or group of
Underwriters, and the fees and disbursements of any counsel so retained shall be
allocated among the several Underwriters as determined by the Manager. Any
Underwriter may elect to retain at its own expense its own counsel and, on
advice of such counsel but only with the consent of the Manager, may settle or
consent to the settlement of any such claim, action or proceeding. The Manager
may settle or consent to the settlement of any such claim, action or proceeding.
Whenever the Manager receives notice of the assertion of any claim, action or
proceeding to which the provisions of Section 9.4 would apply, it will give
prompt notice thereof to each Underwriter, and whenever you receive notice of
the assertion of any claim or commencement of any action or proceeding to which
the provisions of Section 9.4 would apply, you will give prompt notice thereof
to the Manager. The Manager also will furnish each Underwriter with periodic
reports, at such times as it deems appropriate, as to the status of such claim,
action or proceeding, and the action taken by it in connection therewith.

          9.7. SURVIVAL OF AGREEMENTS. Regardless of any termination of an AAU,
your agreements contained in Article V and Sections 3.1, 9.3, 9.4, 9.5, 9.6 and
11.2 shall remain operative and in full force and effect regardless of (i) any
termination of the Underwriting Agreement, (ii) any investigation made by or on
behalf of any Underwriter or any person controlling any Underwriter or by or on
behalf of the Issuer, the Guarantor, the Seller, its directors or officers or
any person controlling the Issuer, the Guarantor or the Seller and (iii)
acceptance of any payment for any Securities.

                X. REPRESENTATIONS AND COVENANTS OF UNDERWRITERS

          10.1. KNOWLEDGE OF OFFERING. You understand that it is your
responsibility to examine the Registration Statement, the Prospectus or the
Offering Circular, as the case may be, relating to the Offering, any amendment
or supplement thereto, any Preliminary Prospectus or Preliminary Offering
Circular and the material, if any, incorporated by reference therein and any
Supplemental Offering Materials and you will familiarize yourself with the terms
of the Securities, any applicable Indenture and the other terms of the Offering
thereof which are to be reflected in the Prospectus or the Offering Circular, as
the case may be, and the applicable AAU and Underwriting Agreement. The Manager
is authorized, with the advice of counsel for the Underwriters, to approve on
your behalf any amendments or supplements to the Registration Statement and the
Prospectus or the Offering Circular, as the case may be.

          10.2. DISTRIBUTION OF MATERIALS. You will keep an accurate record of
the names and addresses of all persons to whom you give copies of the
Registration Statement, the Prospectus, any Preliminary Prospectus (or any
amendment or supplement thereto) or any Offering Circular or any Preliminary
Offering Circular and, when furnished with any subsequent amendment to the
Registration Statement, any subsequent Prospectus, any subsequent Offering
Circular or any memorandum outlining changes in the Registration Statement or
any Prospectus or Offering Circular,

                                       16

<PAGE>

you will, upon request of the Manager, promptly forward copies thereof to such
persons.

          10.3. ACCURACY OF UNDERWRITERS' INFORMATION. You confirm that the
information that you have given or are deemed to have given in response to the
Underwriters' Questionnaire attached as Exhibit A hereto (and to any other
questions addressed to you in the Invitation Wire or other Wires), which
information has been furnished to the Issuer for use in the Registration
Statement and the Prospectus or the Offering Circular, as the case may be, or
has otherwise been relied upon in connection with the Offering, is complete and
accurate. You shall notify the Manager immediately of any development before the
termination of the applicable AAU which makes untrue or incomplete any
information that you have given or are deemed to have given in response to the
Underwriters' Questionnaire (or such other questions).

          10.4. NAME; ADDRESS. Unless you have promptly notified the Manager in
writing otherwise, your name as it should appear in the Prospectus or the
Offering Circular and any advertisement, if different, and your address are as
set forth on the signature pages hereof.

          10.5. CAPITAL REQUIREMENTS. You represent that your commitment to
purchase the Securities will not result in a violation of the financial
responsibility requirements of Rule 15c3-1 under the 1934 Act or of any similar
provision of any applicable rules of any securities exchange to which you are
subject or, if you are a financial institution subject to regulation by the
Board of Governors of the United States Federal Reserve System, the United
States Comptroller of the Currency or the United States Federal Deposit
Insurance Corporation, will not place you in violation of any applicable capital
requirements or restrictions of such regulator or any other regulator to which
you are subject.

          10.6. COMPLIANCE WITH NASD REQUIREMENTS. You represent that you are a
member in good standing of the NASD, a Bank that is not a member of the NASD or
a foreign bank or dealer not eligible for membership in the NASD. In making
sales of Securities, if you are such a member, you agree to comply with all
applicable interpretive material ("IM") and rules of the NASD, including,
without limitation, IM-2110-1 (the NASD's interpretation with respect to
free-riding and withholding) and Rule 2740 of the NASD's Conduct Rules, or, if
you are such a foreign bank or dealer, you agree to comply, as applicable, with
IM-2110-1 and Rules 2730, 2740 and 2750 of the NASD's Conduct Rules as though
you were such a member and Rule 2420 of the NASD's Conduct Rules as it applies
to a nonmember broker or dealer in a foreign country. If you are a Bank, you
agree, to the extent required by applicable law or the Conduct Rules of the
NASD, that you will not, in connection with the public offering of any
Securities that do not constitute "exempted securities" within the meaning of
Section 3(a)(12) of the 1934 Act or such other Securities as from time to time
may be sold by a Bank, purchase any Securities at a discount from the Offering
Price from any Underwriter or dealer or otherwise accept any Fees and
Commissions from any Underwriter or Dealer, and you agree to comply, as
applicable, with Rule 2420 of the NASD's Conduct Rules as though you were a
member.

                                       17

<PAGE>

          10.7. FURTHER STATE NOTICE. The Manager will file a Further State
Notice with the Department of State of New York, if required.

          10.8. COMPLIANCE WITH RULE 15C2-8. In the case of a Registered
Offering and any other Offering to which the provisions of Rule 15c2-8 under the
1934 Act are made applicable pursuant to the AAU or otherwise, you agree to
comply with such Rule in connection with the Offering. In the case of an
Offering other than a Registered Offering, you agree to comply with applicable
Federal and state laws and the applicable rules and regulations of any
regulatory body promulgated thereunder governing the use and distribution of
offering circulars by underwriters.

          10.9. DISCRETIONARY ACCOUNTS. In the case of a Registered Offering of
Securities issued by an Issuer that was not, immediately prior to the filing of
the Registration Statement, subject to the requirements of Section 13(d) or
15(d) of the 1934 Act, you agree that you will not make sales to any account
over which you exercise discretionary authority in connection with such sale
except as otherwise permitted by the applicable AAU for such Offering.

          10.10. OFFERING RESTRICTIONS. If you are a foreign bank or dealer and
you are not registered as a broker-dealer under Section 15 of the 1934 Act, you
agree that while you are acting as an Underwriter in respect of the Securities
and in any event during the term of the applicable AAU, you will not directly or
indirectly effect in, or with persons who are nationals or residents of, the
United States, its territories or possessions any transactions (except for the
purchases provided for in the Underwriting Agreement and transactions
contemplated by Articles III and V hereof) in Securities or any Other
Securities.

          It is understood that, except as specified in the applicable AAU, no
action has been taken by the Manager, the Issuer, the Guarantor or the Seller to
permit you to offer Securities in any jurisdiction other than the United States,
in the case of a Registered Offering, where action would be required for such
purpose.

          10.11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. You agree to make
to each other Underwriter participating in an Offering the same representations,
warranties and agreements, if any, made by the Underwriters to the Issuer, the
Guarantor or the Seller in the applicable Underwriting Agreement or any
Intersyndicate Agreement and you authorize the Manager to make such
representations, warranties and agreements to the Issuer, the Guarantor or the
Seller on your behalf.

          10.12. LIMITATION ON THE AUTHORITY OF THE MANAGER TO PURCHASE AND SELL
SECURITIES FOR THE ACCOUNT OF CERTAIN UNDERWRITERS. Notwithstanding any
provision of this AAU authorizing the Manager to purchase or sell any Securities
or Other Securities (including arranging for the sale of Contract Securities) or
over-allot in arranging sales of Securities for the accounts of the several
Underwriters, the Manager may not, in connection with the Offering of any
Securities, make any such purchases, sales and/or over-allotments for the
account of any Underwriter that, not later than its

                                       18

<PAGE>

acceptance of the Invitation Wire relating to such Offering, has advised the
Manager that, due to its status as, or relationship to, a bank or bank holding
company such purchases, sales and/or over-allotments are prohibited by
applicable law. If any Underwriter so advises the Manager, the Manager may
allocate any such purchases, sales and over-allotments (and the related
expenses) which otherwise would have been allocated to your account based on
your respective Underwriting Percentage to your account based on the ratio of
your Original Purchase Obligation to the Original Purchase Obligations of all
Underwriters other than the advising Underwriter or Underwriters or in such
other manner as the Manager shall determine.

                           XI. DEFAULTING UNDERWRITERS

          11.1. EFFECT OF TERMINATION. If the Underwriting Agreement is
terminated as permitted by the terms thereof, your obligations hereunder with
respect to the Offering of the Securities shall immediately terminate except (i)
as set forth in Section 9.7, (ii) that you shall remain liable for your
Underwriting Percentage (or such other percentage as may be specified pursuant
to Section 9.2) of all expenses and for any purchases or sales which may have
been made for your account pursuant to the provisions of Article V hereof or any
Intersyndicate Agreement and (iii) that such termination shall not affect any
obligations of any defaulting or breaching Underwriter.

          11.2. SHARING OF LIABILITY. If any Underwriter shall default in its
obligations (i) pursuant to Section 5.1, 5.2 or 5.4, (ii) to pay amounts charged
to its account pursuant to Section 7.1, 7.2 or 8.1 or (iii) pursuant to Section
9.2, 9.3, 9.4, 9.5, 9.6 or 11.1, you will assume your proportionate share
(determined on the basis of the respective Underwriting Percentages of the
non-defaulting Underwriters) of such obligations, but no such assumption shall
relieve any defaulting Underwriter from liability to the non-defaulting
Underwriters, the Issuer, the Guarantor or the Seller for its default.

          11.3. ARRANGEMENTS FOR PURCHASES. The Manager is authorized to arrange
for the purchase by others (including the Manager or any other Underwriter) of
any Securities not purchased by any defaulting Underwriter in accordance with
the terms of the applicable Underwriting Agreement or, if the applicable
Underwriting Agreement does not provide arrangements for defaulting
Underwriters, in the discretion of the Manager. If such arrangements are made,
the respective amounts of Securities to be purchased by the remaining
Underwriters and such other person or persons, if any, shall be taken as the
basis for all rights and obligations hereunder, but this shall not relieve any
defaulting Underwriter from liability for its default.

                                       19

<PAGE>

                               XII. MISCELLANEOUS

          12.1. OBLIGATIONS SEVERAL. Nothing contained in this Salomon Smith
Barney Master AAU or any AAU constitutes you partners with the Manager or with
the other Underwriters and the obligations of you and each of the other
Underwriters are several and not joint. Each Underwriter elects to be excluded
from the application of Subchapter K, Chapter 1, Subtitle A, of the United
States Internal Revenue Code of 1986, as amended. Each Underwriter authorizes
the Manager, on behalf of such Underwriter, to execute such evidence of such
election as may be required by the United States Internal Revenue Service.

          12.2. LIABILITY OF MANAGER. The Manager shall be under no liability to
you for any act or omission except for obligations expressly assumed by the
Manager in the applicable AAU.

          12.3. TERMINATION OF MASTER AGREEMENT AMONG UNDERWRITERS. This Salomon
Smith Barney Master AAU may be terminated by either party hereto upon five
business days' written notice to the other party; provided that with respect to
any Offering for which an AAU was sent prior to such notice, this Salomon Smith
Barney Master AAU as it applies to such Offering shall remain in full force and
effect and shall terminate with respect to such Offering in accordance with
Section 9.1 hereof.

          12.4. GOVERNING LAW. This Salomon Smith Barney Master AAU and each AAU
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed in the State of New
York.

          12.5. AMENDMENTS. This Salomon Smith Barney Master AAU may be amended
from time to time by consent of the parties hereto. Your consent shall be deemed
to have been given to an amendment to this Salomon Smith Barney Master AAU, and
such amendment shall be effective, five business days following written notice
to you of such amendment if you do not notify Salomon Smith Barney in writing
prior to the close of business on such fifth business day that you do not
consent to such amendment. Upon effectiveness, the provisions of this Salomon
Smith Barney Master AAU as so amended shall apply to each AAU thereafter entered
into except as otherwise specifically provided in any such AAU.

          12.6. NOTICES. Any notice to any Underwriter shall be deemed to have
been duly given if mailed, sent by wire, telex, facsimile or electronic
transmission or other written communication or delivered in person to such
Underwriter at the address which shall have been provided to Salomon Smith
Barney as provided in Section 10.4 hereof. Any such notice shall take effect
upon receipt thereof.

          Please confirm your acceptance of this Salomon Smith Barney Master AAU
by signing and returning to us the enclosed duplicate copy hereof.

                                       20

<PAGE>

                                                   Very truly yours,

                                                   Salomon Smith Barney Inc.


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


CONFIRMED:_________________________________1999

_______________________________________________
             (Name of Underwriter)

By:
   --------------------------------------------
Name:
Title:
     (If person signing is not an officer or a partner,
      please attach instrument of authorization)

Address: _______________________________

         _______________________________

         _______________________________


Telephone: _____________________________

Fax: ___________________________________

                                       21

<PAGE>

                                                                       EXHIBIT A
                                                                    June 1, 1999

                            SALOMON SMITH BARNEY INC.
                           UNDERWRITERS' QUESTIONNAIRE

          In connection with each Offering covered by the Salomon Smith Barney
Inc. Master Agreement Among Underwriters dated June 1, 1999, we confirm that
except as set forth in a timely reply by us to the Invitation Wire:

          (1)  Neither we nor any of our directors, officers or partners have a
     material relationship (as "material" is defined in Regulation C under the
     1933 Act) with the Issuer, the Guarantor or any Seller.

          (2)  (If the offer and sale of the Securities are to be registered
     under the 1933 Act pursuant to a Registration Statement on Form S-1 of Form
     F-1:) Neither we nor any "group" (as that term is used in Section 13(d)(3)
     of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
     which we are a member is the beneficial owner (determined in accordance
     with Rule 13d-3 under the Exchange Act) of more than 5% of any class of
     voting securities of the Issuer or the Guarantor, nor do we have any
     knowledge that more than 5% of any class of voting securities of the Issuer
     or the Guarantor is held or to be held subject to any voting trust or other
     similar agreement.

          (3)  Other than as may be stated in the Salomon Smith Barney Master
     Agreement Among Underwriters dated June 1, 1999, the applicable AAU, the
     Intersyndicate Agreement or dealer agreement, if any, the Prospectus, the
     Registration Statement or the Offering Circular, we do not know and have no
     reason to believe that there is an intention to over-allot or that the
     price of any security may be stabilized to facilitate the offering of the
     Securities.

          (4)  Except as described in the Prospectus or Offering Circular, as
     the case may, be and the Invitation Wire, we do not know of any discounts
     or commissions to be allowed or paid to dealers, including all cash,
     securities, contracts or other consideration to be received by any dealer
     in connection with the sale of the securities.

                                       22

<PAGE>

          (5)  We have not prepared any report or memorandum for external use in
     connection with the Offering. (If there are any exceptions, (i) furnish
     four (4) copies of each report and memorandum to Salomon Smith Barney Inc.,
     388 Greenwich Street, New York, N.Y. 10013, Attention: Investment Banking
     Department/Transaction Structuring Group, (ii) identify each class of
     person who received such material and the number of copies distributed to
     each such class, and (iii) indicate when such distribution commenced and
     ceased.)

          (6)  (If the offer and sale of the Securities are to be registered
     under the 1933 Act pursuant to a Registration Statement on Form S-1 or Form
     F-1:) We have not within the past twelve months prepared or had prepared
     for us any engineering, management or similar report or memorandum relating
     to broad aspects of the business, operations or products of the Issuer or
     the Guarantor. (The immediately preceding sentence does not apply to
     reports solely comprised of recommendations to buy, sell or hold the
     Issuer's or the Guarantor's securities, unless such recommendations have
     changed within the past six months or to information already contained in
     documents filed with the Commission. If there are any exceptions, (i)
     furnish four (4) copies of each report and memorandum to Salomon Smith
     Barney Inc. 388 Greenwich Street, New York, N.Y. 10013, Attention:
     Investment Banking Department/Transaction Structuring Group, (ii) identify
     each class of persons who received such material and the number of copies
     distributed to each such class, and (iii) indicate when such distribution
     commenced and ceased.)

          (7)  We are not an "affiliate" of the Issuer or the Guarantor for
     purposes of Rule 2720 of the National Association of Securities Dealers,
     Inc.'s ("NASD") Conduct Rules. We understand that under Rule 2720 (except
     as provided in Rule 2720(b)(1)(C) thereof) two entities are "affiliates" of
     each other if one entity controls, is controlled by, or is under common
     control with, the second entity and that "control" is presumed to exist if
     one entity (or, in the case of an NASD member, the entity and all "persons
     associated with" it (as defined in the NASD By-Laws)) beneficially owns 10%
     or more of the second entity's outstanding voting securities or, if the
     second entity is a partnership, if the first entity has a partnership
     interest in 10% or more of the second entity's distributable profits or
     losses.

          (8)  (If the Securities are not investment grade debt securities or
     preferred stock, or equity securities for which there exists a "bona fide
     independent market" (as defined in Rule 2720(b)(3) of the NASD's Conduct
     Rules) or otherwise exempted under Rule 2720(b)(7)(D) of the NASD's Conduct
     Rules:) We do not have a "conflict of interest" with the Issuer or the
     Guarantor under Rule 2720 of the NASD's Conduct Rules. In that regard, we
     specifically confirm that we, our "parent" (as defined in Rule 2720),
     affiliates and "persons associated with" us (as defined in the NASD
     By-Laws), in the aggregate do not (i) beneficially own 10% or more of the
     Issuer's or the Guarantor's "common equity", "preferred equity", or
     "subordinated debt" (as each such term is defined in Rule 2720), or (ii) in
     the case of an Issuer or Guarantor which is a partnership,

                                       23

<PAGE>

     beneficially own a general, limited or special partnership interest in 10%
     or more of the Issuer's or Guarantor's distributable profits or losses.

          (9)  (If filing with the NASD is required:) Neither we nor any of our
     directors, officers, partners or "persons associated with" us (as defined
     in the NASD By-Laws) nor, to our knowledge, any "related person" (defined
     by the NASD to include counsel, financial consultants and advisors,
     finders, members of the selling or distribution group, any NASD member
     participating in the offering and any other persons associated with or
     related to and members of the immediate family of any of the foregoing) or
     any other broker-dealer, (a) within the last 12 months have purchased in
     private transactions, or intend before, at or within six months after the
     commencement of the public offering of the Securities to purchase in
     private transactions, any securities of the Issuer, the Guarantor or any
     Issuer Related Party (as hereinafter defined), (b) within the last 12
     months had any dealings with the Issuer, the Guarantor, any Seller or any
     subsidiary or controlling person thereof (other than relating to the
     proposed Underwriting Agreement) as to which documents or information are
     required to be filed with the NASD pursuant to its Corporate Financing
     Rule, or (c) during the 12 months immediately preceding the filing of the
     Registration Statement (or, if there is none, the Offering Circular), have
     entered into any arrangement which provided or provides for the receipt of
     any item of value (including, but not limited to, cash payments and expense
     reimbursements) and/or the transfer of any warrants, options or other
     securities from the Issuer, the Guarantor or any Issuer Related Party to us
     or any related person.

          (10) (If filing with the NASD is required:) There is no association or
     affiliation between us and (i) any officer or director of the Issuer, the
     Guarantor or any Issuer Related Party, or (ii) any securityholder of five
     percent or more (or, in the case of an initial public offering of equity
     securities, any securityholder) of any class of securities of the Issuer,
     the Guarantor or an Issuer Related Party; it being understood that for
     purposes of paragraph (9) above and this paragraph (10), the term "Issuer
     Related Party" includes any Seller, any affiliate of the Issuer the
     Guarantor or a Seller and the officers or general partners, directors,
     employees and securityholders thereof. (If there are any exceptions, state
     the identity of the person with whom the association or affiliation exists
     and, if relevant, the number of equity securities or the face value of debt
     securities owned by such person, the date such securities were acquired and
     the price paid for such securities).

          (11) (If the Securities are not issued by a real estate investment
     trust:) No portion of the net offering proceeds from the sale of the
     Securities will be paid to us or any of our affiliates or "persons
     associated with" us (as defined in the NASD By-Laws) or members of the
     immediate family of any such person.

          (12) (If the Securities are debt securities and their offer and sale
     is to be registered under the 1933 Act:) We are not an affiliate (as
     defined in Rule 0-2 under the Trust Indenture Act of 1939) of the Trustee
     for the Securities or of

                                       24

<PAGE>

     its parent, if any. Neither the Trustee nor its parent, if any, nor any of
     their directors or executive officers is a "director, officer, partner,
     employee, appointee or representative" of ours (as those terms are defined
     in the Trust Indenture Act of 1939 or in the relevant instructions to Form
     T-1). We and our directors, partners, and executive officers, taken as a
     group, did not on the date specified in the Invitation Wire, and do not,
     own beneficially 1% or more of the shares of any class of voting securities
     of the Trustee or of its parent, if any. If we are a corporation, we do not
     have outstanding and have not assumed or guaranteed any securities issued
     otherwise than in our present corporate name.

          (13) (If the Issuer is a public utility:) We are not a "holding
     company" or a "subsidiary company" or an "affiliate" of a "holding company"
     or of a "public-utility company", each as defined in the Public Utility
     Holding Company Act of 1935.

          (14) If we are, or we are affiliated with, a U.S. or non-U.S. bank, we
     hereby represent that our participation in the offering of the Securities
     on the terms contemplated in the applicable AAU and the proposed
     Underwriting Agreement does not contravene any U.S. or state banking law
     restricting the exercise of securities powers in the United States.

          Capitalized terms used but not defined herein shall have the
respective meanings given to them in the applicable AAU.

                                       25

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.H.5
<SEQUENCE>9
<FILENAME>dex99h5.txt
<DESCRIPTION>FORM OF DEALER LETTER AGREEMENT
<TEXT>
<PAGE>


                               Nuveen Investments
                              333 West Wacker Drive
                                Chicago, IL 60606

                                November __, 2002

[     ]
Managing Director, Equity Capital Markets
Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013

Dear [      ]:

          Reference is made to Nuveen Insured California Tax-Free Advantage
Municipal Fund. The fund currently is making an initial public offering of its
common shares of beneficial interest (the "Shares") through several
underwriters. Such offering is referred to herein as the "Offering". You are
acting as lead manager and representative (the "Representative") of the
underwriters of the Offering and we are participating as a manager and
underwriter of the Offering.

          We are requesting that we be able to offer certain broker-dealers the
opportunity to participate as selling dealers in the Offering. This letter is to
confirm our agreement with you as to the terms and conditions on which we may
transact business (collectively, the "Nuveen Selected Dealers" and,
individually, a "Nuveen Selected Dealer"):

     a.   each Nuveen Selected Dealer to whom we offer to sell, or sell, Shares
shall have entered into a master selected dealer agreement ("Selected Dealer
Agreement") with Nuveen, the form of which is attached hereto as Exhibit A;

     b.   before offering to sell, or selling, Shares to a Nuveen Selected
Dealer, Nuveen will carry out such independent investigations as it deems
necessary to determine that such dealer satisfies the criteria set forth in
Section 6 of the Selected Dealer Agreement;

     c.   we will act under and enforce each Selected Dealer Agreement only with
your consent (which shall not be unreasonably withheld) or upon your
instruction;

     d.   we shall not allow to any Nuveen Selected Dealer purchasing Shares in
an Offering a selling concession that is in an amount in excess of the maximum
selling concession set by you for selected dealers for the Offering; and

     e.   we agree upon instruction from you, subject to the other terms of the
Offering, to pay for and purchase all Shares that we reserve in the Offering,
whether such Shares are reserved by us for our own account or for the account of
one or more Nuveen Selected Dealers, and we agree to make all purchases of
Shares in accordance with Master Agreement among Underwriters dated July 1, 1999
between the Representatives and Nuveen and the underwriting agreement for the
Offering of such Shares.

<PAGE>

                                                                               2

          If the foregoing correctly sets forth our understanding regarding the
matters described herein, please so indicate by signing a copy of this letter
where indicated below and returning the signed copy of this letter to us. For
your convenience, a duplicate copy of this letter has been included.

                                                  NUVEEN INVESTMENTS

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

<PAGE>


                                                                               3


Acknowledged and agreed to as of this
___ day of November, 2002 on behalf of themselves
and, in respect of the Offering, the other
underwriters of the Offering.


by: SALOMON SMITH BARNEY INC.

SALOMON SMITH BARNEY INC.,
as Representative of the Underwriters

By   __________________________
     Name:
     Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L.3
<SEQUENCE>10
<FILENAME>dex99l3.txt
<DESCRIPTION>CONSENT OF BELL BOYD AND LLOYD LLC
<TEXT>
<PAGE>

                                                                     Exhibit l.3

BELL, BOYD & LLOYD LLC
                                              Three First National Plaza
                                              70 West Madison Street, Suite 3300
                                              Chicago, Illinois 60606-4207
                                              312.372-1121 Fax 312.372-2098

                                              Offices in Chicago
                                              and Washington D.C.

                                November 25, 2002

     As counsel for Nuveen Insured California Tax-Free Advantage Municipal Fund
(the "Registrant"), we consent to the incorporation by reference of our opinion,
filed with Pre-effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-2 (File No. 333-100323 and 811-21212) on November 20, 2002.

     In giving this consent we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.

                                         Very truly yours,

                                         /s/ Bell, Boyd & Lloyd LLC

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L.4
<SEQUENCE>11
<FILENAME>dex99l4.txt
<DESCRIPTION>CONSENT OF BINGHAM MCCUTCHEN LLP
<TEXT>
<PAGE>

                                                                     Exhibit l.4

                                                           Bingham McCutchen LLP
                                                              150 Federal Street
                                                Boston, Massachusetts 02110-1726
                                                                    617.951-8000
                                                                    617.951-8736

                                November 22, 2002

     As special Massachusetts counsel for Nuveen Insured California Tax-Free
Advantage Municipal Fund (the "Registrant"), we consent to the incorporation by
reference of our opinion filed with pre-effective amendment no. 2 to the
Registrant's Registration Statement on Form N-2 on November 20, 2002.

     In giving this consent we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.

                                             Very truly yours,

                                             /s/ BINGHAM MCCUTCHEN LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N
<SEQUENCE>12
<FILENAME>dex99n.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>

                                                                       Exhibit n

                         Consent of Independent Auditors

     We consent to the incorporation by reference of our report dated November
5, 2002 in the Registration Statement (Form N-2) of the Nuveen Insured
California Tax-Free Advantage Municipal Fund filed with the Securities and
Exchange Commission in this Post-Effective Amendment No. 1 to the Registration
Statement under the Securities Act of 1933 (File No. 333-100323) and in this
Amendment No. 4 to the Registration Statement under the Investment Company Act
of 1940 (File No. 811-21212).

                                          /s/ Ernst & Young LLP

Chicago, Illinois
November 25, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.S
<SEQUENCE>13
<FILENAME>dex99s.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>

                NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND
           NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND
            NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organizations, hereby constitutes and appoints JESSICA R.
DROEGER, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full
power to each of them to act alone) his true and lawful attorney-in-fact and
agent, for him on his behalf and in Registration Statements on Form N-2 under
the Securities Act of l933 and the Investment Company Act of l940, including any
amendment or amendments thereto, with all exhibits, and any and all other
documents required to be filed with any regulatory authority, federal or state,
relating to the registration thereof, or the issuance of shares thereof, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced
organizations has hereunto set his hand this 12th day of August, 2002.


                                               /s/ Timothy R. Schwertfeger
                                         ---------------------------------------
                                                   Timothy R. Schwertfeger

STATE OF    ILLINOIS          )
        ----------------      )
                              )SS
COUNTY OF     COOK            )
         ---------------      )

On this 12th day of August, 2002, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.

"OFFICIAL SEAL"
Virginia L. Corcoran                           /s/Virginia L. Corcoran
                                               -----------------------
Notary Public, State of Illinois               Notary Public
My Commission Expires: 10/27/05

<PAGE>

                NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND
           NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND
            NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and
each of them (with full power to each of them to act alone) her true and lawful
attorney-in-fact and agent, for her on her behalf and in her name, place and
stead, in any and all capacities, to sign and file one or more Registration
Statements on Form N-2 under the Securities Act of l933 and the Investment
Company Act of l940, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced
organizations has hereunto set her hand this 30th day of July, 2002.

                                               /s/ Anne E. Impellizzeri
                                         ------------------------------------
                                                   Anne E. Impellizzeri

STATE OF    ILLINOIS          )
        ----------------      )
                              )SS
COUNTY OF      COOK           )
          --------------      )

On this 30th day of July, 2002, personally appeared before me, a Notary Public
in and for said County and State, the person named above who is known to me to
be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.

"OFFICIAL SEAL"
Virginia L. Corcoran                           /s/Virginia L. Corcoran
                                               -----------------------
Notary Public, State of Illinois               Notary Public
My Commission Expires:  10/27/05

<PAGE>

                NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND
           NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND
            NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, for him on his behalf and in his name, place and
stead, in any and all capacities, to sign and file one or more Registration
Statements on Form N-2 under the Securities Act of l933 and the Investment
Company Act of l940, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced
organizations has hereunto set his hand this 30th day of July, 2002.

                                                    /s/ Peter R. Sawers
                                               ------------------------------
                                                        Peter R. Sawers

STATE OF      ILLINOIS                 )
         ------------------            )
                                       )SS
COUNTY OF       COOK                   )
          -----------------            )

On this 30th day of July, 2002, personally appeared before me, a Notary Public
in and for said County and State, the person named above who is known to me to
be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.

"OFFICIAL SEAL"
Virginia L. Corcoran                           /s/ Virginia L. Corcoran
                                               ------------------------------
Notary Public, State of Illinois               Notary Public
My Commission Expires:  10/27/05

<PAGE>

                NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND
           NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND
            NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, for him on his behalf and in his name, place and
stead, in any and all capacities, to sign and file one or more Registration
Statements on Form N-2 under the Securities Act of l933 and the Investment
Company Act of l940, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced
organizations has hereunto set his hand this 30th day of July, 2002.

                                                  /s/ William J. Schneider
                                             ----------------------------------
                                                      William J. Schneider

STATE OF    ILLINOIS         )
        ----------------     )
                             )SS
COUNTY OF     COOK           )
          --------------     )

On this 30th day of July, 2002, personally appeared before me, a Notary Public
in and for said County and State, the person named above who is known to me to
be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.

"OFFICIAL SEAL"
Virginia L. Corcoran                                     /s/Virginia L. Corcoran
                                                         -----------------------
Notary Public, State of Illinois                         Notary Public
My Commission Expires:  10/27/05

<PAGE>

                NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND
           NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND
            NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and
each of them (with full power to each of them to act alone) her true and lawful
attorney-in-fact and agent, for her on her behalf and in her name, place and
stead, in any and all capacities, to sign and file one or more Registration
Statements on Form N-2 under the Securities Act of l933 and the Investment
Company Act of l940, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced
organizations has hereunto set her hand this 30th day of July, 2002.

                                                   /s/ Judith M. Stockdale
                                             -----------------------------------
                                                       Judith M. Stockdale

STATE OF     ILLINOIS         )
         ----------------     )
                              )SS
                              )
COUNTY OF      COOK           )
          ---------------

On this 30th day of July, 2002, personally appeared before me, a Notary Public
in and for said County and State, the person named above who is known to me to
be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.

"OFFICIAL SEAL"
Virginia L. Corcoran                                    /s/ Virginia L. Corcoran
                                                        ------------------------
Notary Public, State of Illinois                        Notary Public
My Commission Expires:  10/27/05

<PAGE>

                NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND
           NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND
            NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, for him on his behalf and in his name, place and
stead, in any and all capacities, to sign and file one or more Registration
Statements on Form N-2 under the Securities Act of l933 and the Investment
Company Act of l940, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced
organizations has hereunto set his hand this 30th day of July, 2002.

                                                      /s/ Lawrence H. Brown
                                                 -------------------------------
                                                          Lawrence H. Brown

STATE OF      ILLINOIS          )
         ------------------     )
                                )SS
COUNTY OF       COOK            )
          -----------------     )

On this 30th day of July, 2002, personally appeared before me, a Notary Public
in and for said County and State, the person named above who is known to me to
be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.

"OFFICIAL SEAL"
Virginia L. Corcoran                                    /s/ Virginia L. Corcoran
                                                        ------------------------
Notary Public, State of Illinois                        Notary Public
My Commission Expires:  10/27/05

<PAGE>

                NUVEEN INSURED TAX-FREE ADVANTAGE MUNICIPAL FUND
           NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND
            NUVEEN INSURED NEW YORK TAX-FREE ADVANTAGE MUNICIPAL FUND

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organizations, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, JESSICA R. DROEGER, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and
each of them (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, for him on his behalf and in his name, place and
stead, in any and all capacities, to sign and file one or more Registration
Statements on Form N-2 under the Securities Act of l933 and the Investment
Company Act of l940, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced
organizations has hereunto set his hand this 30th day of July, 2002.

                                                        /s/ Robert P. Bremner
                                                      --------------------------
                                                            Robert P. Bremner

STATE OF      ILLINOIS          )
         ------------------     )
                                )SS
COUNTY OF       COOK            )
          -----------------     )

On this 30th day of July, 2002, personally appeared before me, a Notary Public
in and for said County and State, the person named above who is known to me to
be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.

"OFFICIAL SEAL"
Virginia L. Corcoran                                  /s/ Virginia L. Corcoran
                                                      --------------------------
Notary Public, State of Illinois                      Notary Public
My Commission Expires:  10/27/05

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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