NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND INC, DEF 14A, 2000-11-13

NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND INC
DEF 14A, 2000-11-13

Previous: NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND INC, DEF 14A, 2000-11-13

Next: CLINTRIALS RESEARCH INC, 10-Q, 2000-11-13

<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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

(3) Filing party:

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

(4) Date filed:

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

<PAGE> 2

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
DECEMBER 20, 2000 60606
800-257-8787
</TABLE>

NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2

November 10, 2000

TO THE SHAREHOLDERS OF THE FUNDS NAMED ABOVE:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
New Jersey Investment Quality Municipal Fund, Inc. and Nuveen New Jersey Premium
Income Municipal Fund, Inc., Nuveen New York Municipal Value Fund, Inc. ("New
York Value"), Nuveen New York Performance Plus Municipal Fund, Inc., Nuveen New
York Investment Quality Municipal Fund, Inc., Nuveen New York Select Quality
Municipal Fund, Inc., Nuveen New York Quality Income Municipal Fund, Inc., and
Nuveen Insured New York Premium Income Municipal Fund, Inc., each a Minnesota
corporation and each of Nuveen New York Dividend Advantage Municipal Fund,
Nuveen Pennsylvania Investment Quality Municipal Fund and Nuveen Pennsylvania
Premium Income Municipal Fund 2, each a Massachusetts business trust, (each fund
individually, a "Fund" and, collectively, the "Funds"), will be held in the 31st
floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois, on Wednesday, December 20, 2000, at 10:00 a.m., Chicago time, for the
following purposes and to transact such other business, if any, as may properly
come before the Annual Meeting:

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

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

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

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

b. For New York Value, to elect three (3) Board Members for a three year
term and until their successors shall have been duly elected and
qualified.

2. To ratify the selection of Ernst & Young LLP as independent auditors for the
current fiscal year.

3. To transact such other business as may properly come before the Annual
Meeting.
<PAGE> 3

Shareholders of record of each Fund at the close of business on October 23, 2000
are entitled to notice of and to vote at that Fund's Annual Meeting.

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

Gifford R. Zimmerman
Vice President and Secretary
<PAGE> 4

<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
800-257-8787
</TABLE>

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each director or trustee a "Board Member") of each of Nuveen New Jersey
Investment Quality Municipal Fund, Inc. ("New Jersey Investment"), Nuveen New
Jersey Premium Income Municipal Fund, Inc. ("New Jersey Premium") (the
aforementioned New Jersey Funds will be referred to collectively as the "New
Jersey Funds"), Nuveen New York Municipal Value Fund, Inc. ("New York Value"),
Nuveen New York Performance Plus Municipal Fund, Inc. ("New York Performance"),
Nuveen New York Investment Quality Municipal Fund, Inc. ("New York Investment"),
Nuveen New York Select Quality Municipal Fund, Inc. ("New York Select"), Nuveen
New York Quality Income Municipal Fund, Inc. ("New York Quality"), Nuveen
Insured New York Premium Income Municipal Fund, Inc. ("Insured New York"),
Nuveen New York Dividend Advantage Municipal Fund ("New York Dividend") (the
aforementioned New York Funds will be referred to collectively as the "New York
Funds"), Nuveen Pennsylvania Investment Quality Municipal Fund ("Pennsylvania
Investment") and Nuveen Pennsylvania Premium Income Municipal Fund 2
("Pennsylvania Premium"), (the aforementioned Pennsylvania Funds will be
referred to collectively as the "Pennsylvania Funds") (each Fund individually, a
"Fund" and, collectively, the "Funds"), of proxies to be voted at the Annual
Meeting of Shareholders of each Fund to be held on December 20, 2000 (for each
Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"), and at any
and all adjournments thereof.

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

1
<PAGE> 5

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

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
MATTER COMMON SHARES MUNIPREFERRED(1)
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
1a(i). Election of Board Members by all X X
shareholders (except New York Value)
(Robert P. Bremner, Lawrence H. Brown,
Anne E. Impellizzeri, Peter R. Sawers
and Judith M. Stockdale nominated)
--------------------------------------------------------------------------------------
a(ii). Election of Board Members by N/A X
MuniPreferred only (except New York
Value) (William J. Schneider and Timothy
R. Schwertfeger nominated)
--------------------------------------------------------------------------------------
b. Election of Board Members for New York X N/A
Value by all Shareholders (Robert P.
Bremner, William J. Schneider and Judith
M. Stockdale nominated)
--------------------------------------------------------------------------------------
2. Ratification of the Selection of X X (N/A New York
Auditors Value)
--------------------------------------------------------------------------------------
</TABLE>

(1) Municipal Auction Rate Cumulative Preferred Shares.

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

For purposes of determining the approval of the matters submitted for a vote of
the shareholders of each Fund (except the Funds that are Massachusetts business
trusts), abstentions and broker non-votes will be treated as shares voted
against the election of Board Members and against ratification of the selection
of independent auditors. For purposes of determining the approval of the matters
submitted for a vote of the shareholders of the Massachusetts business trusts
(New York Dividend, Pennsylvania Investment and Pennsylvania Premium),
abstentions and broker non-votes will have no effect on the election of Board
Members and will have the same effect as shares voted against ratification of
the selection of independent auditors. The details of each proposal to be voted
on by the shareholders of each Fund and the vote required for approval of each
proposal are set forth under the description of each proposal below.

2
<PAGE> 6

Those persons who were shareholders of record at the close of business on
October 23, 2000 will be entitled to one vote for each share held. As of October
23, 2000 shares of the Funds were issued and outstanding as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
FUND SYMBOL COMMON SHARES MUNIPREFERRED
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
New Jersey Investment NQJ 19,995,178 3,200 Series M
2,000 Series TH
1,280 Series F
-------------------------------------------------------------------------------------
New Jersey Premium NNJ 12,012,930 624 Series T
1,440 Series W
1,600 Series TH
-------------------------------------------------------------------------------------
New York Value NNY 15,120,364 N/A
-------------------------------------------------------------------------------------
New York Performance NNP 14,957,607 1,600 Series M
800 Series T
2,000 Series W
572 Series F
-------------------------------------------------------------------------------------
New York Investment NQN 17,699,489 960 Series M
2,400 Series T
2,400 Series F
-------------------------------------------------------------------------------------
New York Select NVN 23,420,962 1,720 Series T
2,400 Series W
3,600 Series TH
-------------------------------------------------------------------------------------
New York Quality NUN 24,083,739 2,200 Series M
2,200 Series W
2,400 Series TH
1,080 Series F
-------------------------------------------------------------------------------------
Insured New York NNF 8,299,632 1,320 Series M
1,280 Series T
-------------------------------------------------------------------------------------
New York Dividend NAN 9,179,007 2,760 Series F
-------------------------------------------------------------------------------------
Pennsylvania Investment NQP 16,100,358 880 Series T
2,400 Series W
2,000 Series TH
-------------------------------------------------------------------------------------
Pennsylvania Premium NPY 15,747,462 844 Series M
2,080 Series TH
1,800 Series F
-------------------------------------------------------------------------------------
</TABLE>

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about November 10, 2000.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except New York Value), seven (7) Board Members
are to be elected to serve until the next Annual Meeting and until their
successors shall have been duly elected and qualified. Under the terms of each
Fund's organizational documents (except New York Value), under normal
circumstances holders of MuniPreferred are entitled to elect two (2) Board
Members, and the remaining Board Members are to be elected by holders of Common
Shares and MuniPreferred, voting together as a single class. Pursuant to the
organizational documents of New York Value, the Board is divided into three
classes, with each class being elected to serve a term of three years. This year
three (3) Board Members

3
<PAGE> 7

are to be elected at this meeting to serve on the Board of New York Value for a
three year term.

A. FOR NEW JERSEY INVESTMENT, NEW JERSEY PREMIUM, NEW YORK PERFORMANCE, NEW YORK
INVESTMENT, NEW YORK SELECT, NEW YORK QUALITY, INSURED NEW YORK, NEW YORK
DIVIDEND, PENNSYLVANIA INVESTMENT AND PENNSYLVANIA PREMIUM.

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

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

B. FOR NEW YORK VALUE. The Board of New York Value has designated Robert P.
Bremner, William J. Schneider and Judith M. Stockdale as Class III Board Members
and as nominees for Board Members for a term expiring at the Annual Meeting of
Shareholders in the year 2003, and until their successors have been duly elected
and qualified. The remaining Board Members, Brown, Impellizzeri, Sawers and
Schwertfeger are current and continuing Board Members. The terms of Lawrence H.
Brown, Peter R. Sawers and Timothy R. Schwertfeger as Class I Board Members of
New York Value expire in 2001. The term of Anne E. Impellizzeri as a Class II
Board Member of New York Value, expires in 2002.

For the New York Funds (except New York Dividend), New Jersey Investment and New
Jersey Premium, the affirmative vote of a majority of the shares present and
entitled to vote at each Fund's Annual Meeting will be required to elect the
Board Members of that Fund. The affirmative vote of a plurality of the shares
present and entitled to vote at the Annual Meeting of New York Dividend,
Pennsylvania Investment and Pennsylvania Premium will be required to elect Board
Members of those Funds.

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

The table below shows each nominee's birthdate, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a Board Member of each Fund and the number of Common Shares of the
Funds and of all Nuveen Funds which each nominee beneficially owned as of
September 30, 2000, as more fully described in footnote (2) of the following
table. All of the nominees were last elected to the Board at the 1999 annual
meeting of shareholders except for New York Value which only elected a Class II
Board Member and New York Dividend which is holding its first annual meeting of
shareholders. Currently there is a vacancy on each Board. No candidate has been
selected to fill this vacancy.

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

4
<PAGE> 8

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

BOARD NOMINEES

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 30, 2000
YEAR FIRST ELECTED ----------------------
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF OR APPOINTED ALL NUVEEN
NOMINEES AS OF SEPTEMBER 30, 2000(1) A BOARD MEMBER THE FUNDS FUNDS(2)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert P. Bremner, 8/22/40(3) 1997--All Funds 0 5,928
Board Member of the Funds; private investor except
and management consultant. 1999--New York Dividend
Lawrence H. Brown, 7/29/34(4) 1993--All Funds 0 10,406
Board Member of the Funds; retired in except
August 1989 as Senior Vice President of The 1999--New York Dividend
Northern Trust Company (banking and trust
industry).
Anne E. Impellizzeri, 1/26/33(5) 1994--All Funds 1,000 6,580
Board Member of the Funds; Executive except (New
Director (since 1998) of Manitoga (Center 1999--New York Dividend York
for Russel Wright's Design with Nature), Select)
formerly President and Chief Executive
Officer of Blanton-Peale Institute (a
training and counseling organization);
prior thereto, Vice President, Metropolitan
Life Insurance Co.
Peter R. Sawers, 4/3/33(4) 1991--All Funds 0 17,504
Board Member of the Funds; Adjunct except
Professor of Business and Economics, 1992--New Jersey Premium
University of Dubuque, Iowa; formerly, Insured New York
(1991-2000) Adjunct Professor, Lake Forest 1993--Pennsylvania Premium
Graduate School of Management, Lake Forest, 1999--New York Dividend
Illinois; prior thereto, Executive
Director, Towers Perrin Australia;
Chartered Financial Analyst; Certified
Management Consultant.
William J. Schneider, 9/24/44(3)(6) 1997--All Funds 0 42,141
Board Member of the Funds; Senior partner except
and Chief Operating Officer, 1999--New York Dividend
Miller-Valentine Partners; Vice President,
Miller-Valentine Group (commercial real
estate); Member, Community Advisory Board,
National City Bank, Dayton, Ohio; Business
Advisory Council, Cleveland Federal Reserve
Bank.
</TABLE>

5
<PAGE> 9

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 30, 2000
YEAR FIRST ELECTED ----------------------
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF OR APPOINTED ALL NUVEEN
NOMINEES AS OF SEPTEMBER 30, 2000(1) A BOARD MEMBER THE FUNDS FUNDS(2)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Timothy R. Schwertfeger, 3/28/49(4)(6) 1994--All Funds 0 292,392
Chairman of the Board (since July 1996) and except
President (since July 1999) of the Funds; 1999--New York Dividend
Chairman (since May 1999), Trustee and
President (since July 1996) of the Funds
advised by Nuveen Institutional Advisory
Corp.; Chairman, Trustee and President
(since September 1999) of the funds advised
by Nuveen Senior Loan Asset Management,
Inc.; Chairman (since July 1996) and
Director, previously Executive Vice
President, of The John Nuveen Company,
Nuveen Investments, Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.;
Director (since 1996) of Institutional
Capital Corporation; Chairman and Director
(since January 1997) of Nuveen Asset
Management, Inc.; Chairman and Director of
Rittenhouse Financial Services, Inc. (since
1999); Chief Executive Officer and Director
of Nuveen Senior Loan Asset Management Inc.
(since September 1999).
Judith M. Stockdale, 12/29/47(3) 1997--All Funds 0 2,535
Board Member of the Funds; Executive except
Director (since 1994) of the Gaylord and 1999--New York Dividend
Dorothy Donnelley Foundation, a private
family foundation; prior thereto, Executive
Director (from 1990 to 1994) of the Great
Lakes Protection Fund.
------------------------------------------------------------------------------------------------
</TABLE>

* "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.

(1) As of September 30, 2000, the Board Members and nominees were board members
of 37 Nuveen open-end funds and 54 closed-end funds managed by Nuveen Advisory
Corp. ("NAC"). In addition, Mr. Schwertfeger is a board member of nine open-end
and five closed-end funds managed by Nuveen Institutional Advisory Corp.
("NIAC") and two funds managed by Nuveen Senior Loan Asset Management Inc.
("NSLAM").

(2) The number of shares shown reflects the aggregate number of common shares
beneficially owned in all of the NAC, NIAC and NSLAM funds referred to in note
(1) above (excluding money market funds). Includes share equivalents of certain
Nuveen funds in which the Board member is deemed to be invested pursuant to the
Funds' Deferred Compensation Plan as more fully described below. Includes for
Mr. Schwertfeger shares in which he has shared investment power with his spouse
and shares held in Nuveen's 401(k)/profit sharing plan. 5,440 Nuveen fund shares
not listed for Mr. Bremner are owned by his spouse. Mr. Bremner disclaims
beneficial ownership of these shares. 1,057 shares listed for Mr. Sawers are
owned by his spouse; Mr. Sawers has shared investment power.

(3) Board Members Bremner, Schneider and Stockdale are currently Class III Board
Members of New York Value whose term will expire at the Annual Meeting, and have
been nominated for a new term to expire in 2003.

(4) Board Members Brown, Sawers and Schwertfeger are continuing Class I Board
Members of New York Value whose term will expire in 2001.

(5) Board Member Impellizzeri is a continuing Class II Board Member of New York
Value whose term will expire in 2002.

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

6
<PAGE> 10

The Board Members affiliated with Nuveen Investments ("Nuveen") or Nuveen
Advisory Corp. (the "Adviser") serve without any compensation from the Funds.
Board Members who are not affiliated with Nuveen or the Adviser receive a
$15,000 quarterly retainer ($60,000 annually) for serving as a board member of
all funds sponsored by Nuveen and managed by the Adviser and a $1,000 fee per
day plus expenses for attendance at all meetings held on a day on which a
regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses
for attendance in person or a $500 fee per day plus expenses for attendance by
telephone at a meeting held on a day on which no regular Board meeting is held,
and a $500 fee per day plus expenses for attendance in person or by telephone at
a meeting of the executive committee or the dividend committee. The annual
retainer, fees and expenses are allocated among the funds managed by the Adviser
on the basis of relative net asset sizes. Effective January 1, 1999, the Board
of Directors/Trustees of certain Nuveen Funds (the "Participating Funds")
established a Deferred Compensation Plan for Independent Directors and Trustees
("Deferred Compensation Plan"). Under the Deferred Compensation Plan,
Independent Board Members of the Participating Funds may defer receipt of all,
or a portion, of the compensation they earn for their services to the
Participating Funds, in lieu of receiving current payments of such compensation.
Any deferred amount is treated as though an equivalent dollar amount had been
invested in shares of one or more eligible Nuveen funds. Each Independent Board
Member, other than Mr. Brown, has elected to defer at least a portion of their
fees. Each of the Funds except New York Value, Insured New York and New York
Dividend are Participating Funds under the Deferred Compensation Plan.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid during the calendar year 1999.

<TABLE>
<CAPTION>
NAME OF BOARD MEMBER
--------------------------------------------------------------------------
ROBERT P. LAWRENCE H. ANNE E. PETER R. WILLIAM J. JUDITH M.
AGGREGATE COMPENSATION FROM THE FUNDS(1) BREMNER BROWN IMPELLIZZERI SAWERS SCHNEIDER STOCKDALE
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
New Jersey Investment $ 634 695 634 634 617 634
New Jersey Premium $ 368 393 368 368 358 368
New York Value $ 199 210 199 199 194 199
New York Performance $ 474 513 474 474 461 474
New York Investment $ 554 584 554 554 538 554
New York Select $ 743 784 743 743 723 743
New York Quality $ 758 799 758 758 737 758
Insured New York $ 253 267 253 253 246 253
New York Dividend $ 263 360 263 346 255 263
Pennsylvania Investment $ 514 563 514 514 500 514
Pennsylvania Premium $ 465 510 465 465 452 465
Total Compensation Nuveen Funds Paid to
Board Members(2) $ 72,500 79,750 72,500 74,750 72,500 72,500
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes deferred fees. Pursuant to a Deferred Compensation Plan with each
Fund, deferred amounts are treated as though an equivalent dollar amount has
been invested in shares of one or more eligible Nuveen Funds. Total

7
<PAGE> 11

deferred fees for the funds that are Participating Funds (including the return
from the assumed investment in the eligible Nuveen Funds) payable are:

<TABLE>
<CAPTION>
NAME OF BOARD MEMBER
--------------------------------------------------------------------------
ROBERT P. LAWRENCE H. ANNE E. PETER R. WILLIAM J. JUDITH M.
DEFERRED FEES BREMNER BROWN IMPELLIZZERI SAWERS SCHNEIDER STOCKDALE
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
New Jersey Investment $ 99 0 677 655 690 273
New Jersey Premium $ 57 0 393 380 401 159
New York Performance $ 74 0 487 497 493 223
New York Investment $ 87 0 569 580 575 260
New York Select $ 117 0 764 780 773 349
New York Quality $ 119 0 779 795 788 355
Pennsylvania
Investment $ 80 0 549 531 559 221
Pennsylvania Premium $ 72 0 497 481 506 201
---------------------------------------------------------------------------------------------------
</TABLE>

(2) Includes compensation for service on the boards of the NAC Funds paid during
the calendar year ended December 31, 1999.

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) or (ii) matters of administrative or ministerial nature.
The executive committee of New York Dividend held one meeting during its last
fiscal year. No executive committee meetings were held during the last fiscal
year of the remainder of the Funds.

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

Each Fund's Board has an audit committee composed of Board Members who are not
"interested persons" of the Fund and who are "independent" as that term is
defined in Section 303.01(B)(2)(a) and (3) of the New York Stock Exchange's
listing standards. The audit committee reviews the work and any recommendations
of the Fund's independent auditors. Based on such review, it is authorized to
make recommendations to the Board. The audit committee has adopted a written
charter. A copy of the written charter is attached as Appendix A to this proxy
statement. The audit committee of each Fund held two meetings during its last
fiscal year.

The audit committee of each Fund (except the New York Funds) reviewed and
discussed with Fund management the audited financial statements of each Fund
prior to their finalization. The audit committee of each of the New York Funds
will review the audited financial statements as a part of their normal course of
business prior to the financial statements' finalization in late November, 2000.
The committee also discussed with Ernst & Young LLP, the Funds' independent
auditors, the various matters required to be discussed by the Statement on
Auditing Standards No. 61 issued by the Audit Standards Board of the

8
<PAGE> 12

American Institute of Certified Public Accountants. The committee also received
from Ernst & Young LLP written disclosures and the letter required by
Independence Standards Board Standard No. 1 regarding Ernst & Young LLP's
independence from the Funds. Based on this review and these discussions, the
audit committee recommended to the Board that the financial statements be
included in the Annual Report to shareholders as of the fiscal year end of the
Fund for filing with the Securities and Exchange Commission. The members of the
audit committee are Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri,
Peter R. Sawers, William J. Schneider and Judith M. Stockdale.

Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a governance committee composed of the Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The governance
committee of each Fund held two meetings during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.

The Board of each Fund, held four meetings during its last fiscal year. During
the last fiscal year, each Board Member attended 75% or more of each Fund's
Board meetings and the committee meetings (if a member thereof).

The following table sets forth information as of September 30, 2000 with respect
to each executive officer of the Funds, other than Mr. Schwertfeger who is a
Board Member and included in the table relating to nominees for the Board.
Officers of the Funds receive no compensation from the Funds. The term of office
of all officers will expire in July 2001.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alan G. Berkshire 12/28/60 Vice President and Senior Vice President (since May
Assistant Secretary 1999), General Counsel (since
(since 1998) September 1997) and Secretary
(since May 1998) of The John
Nuveen Company and Nuveen
Investments; Senior Vice
President (since May 1999), and
Secretary (since May 1998) of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Senior Vice President and
Secretary (since September 1999)
of Nuveen Senior Loan Asset
Management Inc.; prior thereto,
Partner in the law firm of
Kirkland & Ellis.

Peter H. D'Arrigo 11/28/67 Vice President and Vice President of Nuveen
Treasurer Investments (since January
(since 1999) 1999), prior thereto, Assistant
Vice President (from January
1997); formerly Associate of
Nuveen Investments; Vice
President and Treasurer (since
September 1999) of Nuveen Senior
Loan Asset Management Inc.;
Chartered Financial Analyst.
</TABLE>

9
<PAGE> 13

Lorna C. Ferguson 10/24/45 Vice President Vice President of Nuveen
(since 1998) Investments; Vice President of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
(since January 1998).

William M. Fitzgerald 3/2/64 Vice President Vice President of Nuveen
(since 1996) Advisory Corp. (since December
1995); prior thereto, Assistant
Vice President of Nuveen
Advisory Corp. (from September
1992 to December 1995);
Chartered Financial Analyst.

Stephen D. Foy 5/31/54 Vice President and Vice President of Nuveen
Controller Investments and (since May 1998)
(since 1998) The John Nuveen Company; Vice
President (since September 1999)
of Nuveen Senior Loan Asset
Management Inc.; Certified
Public Accountant.

J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen
(since 1991) Advisory Corp; Chartered
Financial Analyst.

Richard A. Huber 3/26/63 Vice President Vice President of Nuveen
(since 1998) Institutional Advisory Corp.
(since March 1998) and Nuveen
Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc.

Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen
(since 1990) Advisory Corp.

David J. Lamb 3/22/63 Vice President Vice President (since March
(since 2000) 2000) of Nuveen Investments,
previously Assistant Vice
President (since January 1999),
prior thereto, Associate of
Nuveen Investments; Certified
Public Accountant.
</TABLE>

10
<PAGE> 14

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Larry W. Martin 7/27/51 Vice President Vice President, Assistant
(since 1993) and Secretary and Assistant General
Assistant Secretary Counsel of Nuveen Investments;
(since 1988) Vice President and Assistant
Secretary of Nuveen Advisory
Corp., Nuveen Institutional
Advisory Corp. (since January
1997) Nuveen Asset Management,
Inc. Assistant Secretary of The
John Nuveen Company and Nuveen
Senior Loan Asset Management
Inc. (since September 1999).

Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen
(since 1996) Advisory Corp. and Nuveen
Institutional Advisory Corp.
(since September 1996); prior
thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from December 1993 to
September 1996) and Nuveen
Institutional Advisory Corp.
(from May 1995 to September
1996); Chartered Financial
Analyst.

Stephen S. Peterson 9/20/57 Vice President Vice President (since September
(since 1997) 1997); Assistant Vice President
(from September 1996 to
September 1997) and, prior
thereto, Portfolio Manager of
Nuveen Advisory Corp.; Chartered
Financial Analyst.

Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen
(since 1987) Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Chartered Financial Analyst.

Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant
(since 1993) and Secretary and Associate General
Secretary (since Counsel, formerly Assistant
1998) General Counsel, of Nuveen
Investments; Vice President,
Assistant Secretary and (since
July 1999) General Counsel of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Vice President and Assistant
Secretary of Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company; Chartered Financial
Analyst.
------------------------------------------------------------------------------------------
</TABLE>

On September 30, 2000 Board Members and executive officers of the Funds as a
group beneficially owned 487,218 common shares of all funds managed by the
Adviser, Nuveen Institutional Advisory Corp. or Nuveen Senior Loan Asset
Management Inc. (includes Deferred Units and shares held by the executive
officers in Nuveen's 401(k)/profit sharing plan, but excludes shares of money
market funds). Board Members and executive officers of the Funds

11
<PAGE> 15

as a group beneficially owned 1,000 shares of Common Stock of New York Select,
but did not beneficially own any Common Shares of any other Fund or any shares
of MuniPreferred of any Fund. As of October 23, 2000, no shareholder owned more
than 5% of any class of shares of any Fund.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board who are not "interested persons" of that Fund
have unanimously selected Ernst & Young LLP, independent public accountants, as
independent auditors, to audit the books and records for each Fund for its
current fiscal year. Ernst & Young LLP has served each Fund in this capacity
since that Fund was organized and has no direct or indirect financial interest
in that Fund except as independent auditors. The selection of Ernst & Young LLP
as independent auditors of each Fund is being submitted to the shareholders for
ratification, which requires the affirmative vote of a majority of the shares of
each Fund present and entitled to vote on the matter. A representative of Ernst
& Young LLP is expected to be present at the Annual Meetings and will be
available to respond to any appropriate questions raised at the Annual Meetings
and to make a statement if he or she wishes.

EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.

SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act"), as
amended, require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than ten
percent of a registered class of the Funds' equity securities to file forms
reporting their affiliation with that Fund and reports of ownership and changes
in ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section 16(a)
forms they file. Based on a review of these forms furnished to each Fund, each
Fund believes that during its last fiscal year all Section 16(a) filing
requirements applicable to that Fund's Board Members and officers, investment
adviser and affiliated persons of the investment adviser were complied with.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 77% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2001, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than July 13, 2001. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit
12
<PAGE> 16

such written notice to the Fund not later than September 26, 2001. Timely
submission of a proposal does not mean that such proposal will be included.

EXPENSES OF PROXY SOLICITATION

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

FISCAL YEAR

The last fiscal year for the New Jersey Funds and Pennsylvania Funds was June
30, 2000 and for the New York Funds was September 30, 2000.

ANNUAL REPORT DELIVERY

Annual reports for the Funds' fiscal year ended in 1999 were sent to
shareholders of record of each Fund following each Fund's fiscal year end. The
2000 annual report for each Fund (except the New York Funds) was made available
on or before August 31, 2000 and for the New York Funds, is expected to be
available on or before November 30, 2000. Each Fund will furnish, without
charge, a copy of its annual report and/or semi-annual report upon request. Such
written or oral requests should be directed to such Fund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.

GENERAL

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

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

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

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

Gifford R. Zimmerman
Vice President and Secretary

13
<PAGE> 17

APPENDIX A

NUVEEN MANAGEMENT INVESTMENT COMPANIES

AUDIT COMMITTEES CHARTER

July, 2000

ORGANIZATION

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

STATEMENT OF POLICY

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

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

RESPONSIBILITIES

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

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

1
<PAGE> 18

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

The Audit Committee is responsible for the following:

Fund Financial Statements:

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

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

With respect to the independent auditors:

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

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

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

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

With respect to any internal auditor:

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

2
<PAGE> 19

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

Other responsibilities:

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

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

11. Reviewing the reports of examinations by regulatory authorities.

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

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

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

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

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

3
<PAGE> 20

[NUVEEN INVESTMENTS LOGO]

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com NQJ1200
<PAGE> 21
<TABLE>
<CAPTION>
<S><C>

[NUVEEN INVESTMENTS LOGO]

NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256
PA INVESTMENT QUALITY MUNICIPAL FUND
ANNUAL MEETING OF SHAREHOLDERS

COMMON SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
DECEMBER 20, 2000

The annual meeting of shareholders will be held
Wednesday, December 20, 2000, at 10:00 a.m. Central
Time, in the 31st Floor Conference Room of Nuveen
Investments, 333 West Wacker Drive, Chicago,
Illinois. At this meeting, you will be asked to vote
on the proposals described in the proxy statement
attached. The undersigned hereby appoints Timothy R.
Schwertfeger, Alan G. Berkshire and Gifford R.
Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned to
represent and vote the shares of the undersigned at
the annual meeting of shareholders to be held on
December 20, 2000, or any adjournment or
adjournments thereof.

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

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

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PA INVESTMENT QUALITY MUNICIPAL FUND
Common Shares

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

2 RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]

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

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

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

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

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

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

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

</TABLE>

[NUVEEN INVESTMENTS LOGO]

NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256

PA INVESTMENT QUALITY MUNI FD-SERIES T, W, TH
ANNUAL MEETING OF SHAREHOLDERS

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES

PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
DECEMBER 20, 2000

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PA INVESTMENT QUALITY MUNI FD-SERIES T, W, TH
Preferred Shares

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

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE
CURRENT FISCAL YEAR

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

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

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

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

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

</TABLE>