SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement. [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)). [X] Definitive proxy statement. [ ] Definitive additional materials. [ ] Soliciting material pursuant to Section 240.14a-12 NUVEEN TEXAS QUALITY INCOME 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: -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING 333 West Wacker Drive OF SHAREHOLDERS Chicago, Illinois 60606 OCTOBER 23, 2002 (800) 257-8787 NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ) NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ) NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC) NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC) NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX) NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR) NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY) NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB) NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT) NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW) NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP) NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM) NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO) NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ) NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO) NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX) NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB) NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB) NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV) September 27, 2002 TO THE SHAREHOLDERS OF THE ABOVE FUNDS: Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen Michigan Quality Income Municipal Fund, Inc. and Nuveen Ohio Quality Income Municipal Fund, Inc., each a Minnesota corporation, and Nuveen Arizona Dividend Advantage Municipal Fund, Nuveen Connecticut Dividend Advantage Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund, Nuveen Georgia Dividend Advantage Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Maryland Dividend Advantage Municipal Fund, Nuveen Maryland Dividend Advantage Municipal Fund 2, Nuveen Maryland Premium Income Municipal Fund, Nuveen Massachusetts Dividend Advantage Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Michigan Dividend Advantage Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund, Nuveen North Carolina Dividend Advantage Municipal Fund 2, Nuveen North Carolina Premium Income Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund, Nuveen Ohio Dividend Advantage Municipal Fund 2, Nuveen Texas Quality Income Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund, Nuveen Virginia Dividend Advantage Municipal Fund 2 and Nuveen Virginia Premium Income Municipal Fund, each a Massachusetts business trust (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, October 23, 2002, at 10:00 a.m., Chicago time, for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting: MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND: 1. To elect seven (7) Board Members to serve until the next Annual Meeting and until their successors shall have been duly elected and qualified: a.) 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 b.) two (2) Board Members to be elected by the holders of MuniPreferred only, voting separately as a single class. 2. To transact such other business as may properly come before the Annual Meeting. Shareholders of record of each Fund at the close of business on August 27, 2002 are entitled to notice of and to vote at that Fund's Annual Meeting. ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER THE CONTROL NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. Gifford R. Zimmerman Vice President and Secretary JOINT PROXY STATEMENT 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 September 27, 2002 NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND (NFZ) NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. (NAZ) NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND (NFC) NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND (NTC) NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NZX) NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND (NPG) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND (NFM) NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NZR) NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND (NMY) NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND (NMB) NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND (NMT) NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND (NZW) NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. (NMP) NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. (NUM) NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND (NOM) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND (NRB) NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNO) NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND (NNC) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND (NXI) NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NBJ) NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. (NUO) NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND (NTX) NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NGB) NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NNB) NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND (NPV) 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 Arizona Premium Income Municipal Fund, Inc. ("Arizona Premium"), Nuveen Michigan Premium Income Municipal Fund, Inc. ("Michigan Premium"), Nuveen Michigan Quality Income Municipal Fund, Inc. ("Michigan Quality"), Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio Quality"), each a Minnesota corporation, and Nuveen Arizona Dividend Advantage Municipal Fund ("Arizona Dividend"), Nuveen Connecticut Dividend Advantage Municipal Fund ("Connecticut Dividend"), Nuveen Connecticut Premium Income Municipal Fund ("Connecticut Premium"), Nuveen Georgia Dividend Advantage Municipal Fund ("Georgia Dividend"), Nuveen Georgia Premium Income Municipal Fund ("Georgia Premium"), Nuveen Maryland Dividend Advantage Municipal Fund ("Maryland Dividend"), Nuveen Maryland Dividend Advantage Municipal Fund 2 ("Maryland Dividend 2"), Nuveen Maryland Premium Income Municipal Fund ("Maryland Premium"), Nuveen Massachusetts 1 Dividend Advantage Municipal Fund ("Massachusetts Dividend"), Nuveen Massachusetts Premium Income Municipal Fund ("Massachusetts Premium"), Nuveen Michigan Dividend Advantage Municipal Fund ("Michigan Dividend"), Nuveen Missouri Premium Income Municipal Fund ("Missouri Premium"), Nuveen North Carolina Dividend Advantage Municipal Fund ("North Carolina Dividend"), Nuveen North Carolina Dividend Advantage Municipal Fund 2 ("North Carolina Dividend 2"), Nuveen North Carolina Premium Income Municipal Fund ("North Carolina Premium"), Nuveen Ohio Dividend Advantage Municipal Fund ("Ohio Dividend"), Nuveen Ohio Dividend Advantage Municipal Fund 2 ("Ohio Dividend 2"), Nuveen Texas Quality Income Municipal Fund ("Texas Quality"), Nuveen Virginia Dividend Advantage Municipal Fund ("Virginia Dividend"), Nuveen Virginia Dividend Advantage Municipal Fund 2 ("Virginia Dividend 2") and Nuveen Virginia Premium Income Municipal Fund ("Virginia Premium"), each a Massachusetts business trust, (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 October 23, 2002 (for each Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all adjournments thereof. On the matters coming before each Fund's Annual Meeting as to which a choice has been specified by the shareholders of that Fund on the proxy, the shares of that Fund will be voted accordingly. If no choice is so specified, the shares of each Fund will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders of any Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. This Joint Proxy Statement is first being mailed to shareholders of the Funds on or about September 27, 2002. The Board of each Fund has determined that the use of this Joint Proxy Statement for each Fund's Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders. Shareholders of each Fund will vote separately on each proposal relating to their Fund, and a vote on a proposal by the shareholders of one Fund will not affect the vote on the proposal by the shareholders of another Fund. The following table indicates which shareholders are solicited with respect to each matter: ------------------------------------------------------------------------------------ MATTER COMMON SHARES MUNIPREFERRED(1) ------------------------------------------------------------------------------------ 1a. Election of Board Members by all X X shareholders (Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Peter R. Sawers and Judith M. Stockdale nominated) ------------------------------------------------------------------------------------ b. Election of Board Members by N/A X MuniPreferred only (William J. Schneider and Timothy R. Schwertfeger nominated) ------------------------------------------------------------------------------------ (1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Shares." A quorum of shareholders is required to take action at each Fund's Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees to be elected by holders of MuniPreferred of 2 each Fund, 33 1/3% of the MuniPreferred shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and "broker non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. For purposes of determining the approval of the matter submitted for a vote of the shareholders of each Fund (except Arizona Dividend, Connecticut Dividend, Connecticut Premium, Georgia Premium, Georgia Dividend, Maryland Dividend, Maryland Dividend 2, Maryland Premium, Massachusetts Dividend, Massachusetts Premium, Michigan Dividend, Missouri Premium, North Carolina Dividend, North Carolina Dividend 2, North Carolina Premium, Ohio Dividend, Ohio Dividend 2, Texas Quality, Virginia Dividend, Virginia Dividend 2 and Virginia Premium, the "Massachusetts Business Trusts"), abstentions and broker non-votes will be treated as shares voted against the election of Board Members. For purposes of determining the approval of the matter submitted for a vote of the shareholders of the Massachusetts Business Trusts, abstentions and broker non-votes will have no effect on the election of Board Members. The details of the proposal to be voted on by the shareholders of each Fund and the vote required for approval of the proposal are set forth under the description of the proposal below. 3 Those persons who were shareholders of record at the close of business on August 27, 2002 will be entitled to one vote for each share held. As of August 27, 2002, the shares of the Funds were issued and outstanding as follows: --------------------------------------------------------------------------------------- FUND SYMBOL COMMON SHARES MUNIPREFERRED --------------------------------------------------------------------------------------- Arizona Dividend NFZ 1,539,379 480 Series T --------------------------------------------------------------------------------------- Arizona Premium NAZ 4,413,212 1,200 Series TH --------------------------------------------------------------------------------------- Connecticut Dividend NFC 2,546,022 780 Series T --------------------------------------------------------------------------------------- Connecticut Premium NTC 5,283,434 1,532 Series TH --------------------------------------------------------------------------------------- Georgia Dividend NZX 1,956,996 600 Series M --------------------------------------------------------------------------------------- Georgia Premium NPG 3,770,821 1,112 Series TH --------------------------------------------------------------------------------------- Maryland Dividend NFM 4,156,348 1,280 Series M --------------------------------------------------------------------------------------- Maryland Dividend 2 NZR 4,166,151 1,280 Series F --------------------------------------------------------------------------------------- Maryland Premium NMY 10,534,285 1,404 Series W 1,760 Series TH --------------------------------------------------------------------------------------- Massachusetts Dividend NMB 1,943,829 560 Series T --------------------------------------------------------------------------------------- Massachusetts Premium NMT 4,691,958 1,360 Series TH --------------------------------------------------------------------------------------- Michigan Dividend NZW 2,058,624 640 Series W --------------------------------------------------------------------------------------- Michigan Premium NMP 7,699,352 840 Series M 1,400 Series TH --------------------------------------------------------------------------------------- Michigan Quality NUM 11,610,041 3,200 Series TH 560 Series F --------------------------------------------------------------------------------------- Missouri Premium NOM 2,207,919 640 Series TH --------------------------------------------------------------------------------------- North Carolina Dividend NRB 2,236,505 680 Series T --------------------------------------------------------------------------------------- North Carolina Dividend 2 NNO 3,732,017 1,120 Series F --------------------------------------------------------------------------------------- North Carolina Premium NNC 6,298,998 1,872 Series TH --------------------------------------------------------------------------------------- Ohio Dividend NXI 4,217,049 1,240 Series W --------------------------------------------------------------------------------------- Ohio Dividend 2 NBJ 3,113,373 960 Series F --------------------------------------------------------------------------------------- Ohio Quality NUO 9,563,123 680 Series M 1,400 Series TH 1,000 Series TH2 --------------------------------------------------------------------------------------- Texas Quality NTX 9,462,622 760 Series M 2,000 Series TH --------------------------------------------------------------------------------------- Virginia Dividend NGB 3,115,566 960 Series W --------------------------------------------------------------------------------------- Virginia Dividend 2 NNB 5,682,415 1,680 Series M --------------------------------------------------------------------------------------- Virginia Premium NPV 8,769,796 832 Series T 1,720 Series TH --------------------------------------------------------------------------------------- 4 1. ELECTION OF BOARD MEMBERS OF EACH FUND At each Fund's Annual Meeting, 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, 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. FOR ARIZONA PREMIUM, MICHIGAN PREMIUM, MICHIGAN QUALITY AND OHIO QUALITY. The affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting will be required to elect Board Members of that Fund. FOR ARIZONA DIVIDEND, CONNECTICUT DIVIDEND, CONNECTICUT PREMIUM, GEORGIA DIVIDEND, GEORGIA PREMIUM, MARYLAND DIVIDEND, MARYLAND DIVIDEND 2, MARYLAND PREMIUM, MASSACHUSETTS DIVIDEND, MASSACHUSETTS PREMIUM, MICHIGAN DIVIDEND, MISSOURI PREMIUM, NORTH CAROLINA DIVIDEND, NORTH CAROLINA DIVIDEND 2, NORTH CAROLINA PREMIUM, OHIO DIVIDEND, OHIO DIVIDEND 2, TEXAS QUALITY, VIRGINIA DIVIDEND, VIRGINIA DIVIDEND 2 AND VIRGINIA PREMIUM. The affirmative vote of a plurality of the shares present and entitled to vote at the Annual Meeting will be required to elect the Board 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. Other than Mr. Schwertfeger, none of the Board Members have ever been a director or an employee of Nuveen Investments or any affiliate. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED BELOW. 5 BOARD NOMINEES --------------------------------------------------------------------------------------------- NUMBER OF POSITIONS AND OFFICES PORTFOLIOS IN WITH THE FUNDS, TERM PRINCIPAL OCCUPATIONS INCLUDING FUND COMPLEX NAME, BIRTHDATE OF OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING PAST OVERSEEN BY AND ADDRESS OF TIME SERVED FIVE YEARS TRUSTEE(1) --------------------------------------------------------------------------------------------- Board Member who is an interested person* of the Fund: Timothy R. Chairman of the Chairman and Director (since 130 Schwertfeger(2) Board, President and 1996) of The John Nuveen 3/28/49 Board Member. Company, Nuveen Investments, 333 West Wacker Drive Term of Office: Nuveen Advisory Corp. and Chicago, IL 60606 2002-All Funds Nuveen Institutional Advisory Length of Time Corp.; Chairman and Director Served: since 1994- (since 1997) of Nuveen Asset All Funds except Management Inc.; Director 2001-Dividend (since 1996) of Institutional Advantage Funds(3) Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Financial Services Inc.; Chief Executive Officer and Director (since 1999) of Nuveen Senior Loan Asset Management Inc. Board Members who are not interested persons of the Fund: Robert P. Bremner Board Member. Private Investor and Management 112 8/22/40 Term of Office: Consultant. 3725 Huntington 2002-All Funds Street, N.W. Length of Time Washington, D.C. 20015 Served: since 1997- All Funds except 2001-Dividend Advantage Funds(3) Lawrence H. Brown Board Member. Retired (August 1989) as Senior 112 7/29/34 Term of Office: Vice President of The Northern 201 Michigan Avenue 2002-All Funds Trust Company. Highwood, IL 60040 Length of Time Served: since 1993- All Funds except 2001-Dividend Advantage Funds(3) Anne E. Impellizzeri Board Member. Retired (2002); formerly, 112 1/26/33 Term of Office: Executive Director (1998-2002) 3 West 29th Street 2002-All Funds of Manitoga/ The Russel Wright New York, NY 10001 Length of Time Design Center; prior thereto, Served: since 1994- President and Chief Executive All Funds except Officer of Blanton-Peale 2001-Dividend Institute; prior thereto, Vice Advantage Funds(3) President, Metropolitan Life Insurance Co. 6 --------------------------------------------------------------------------------------------- NUMBER OF POSITIONS AND OFFICES PORTFOLIOS IN WITH THE FUNDS, TERM PRINCIPAL OCCUPATIONS INCLUDING FUND COMPLEX NAME, BIRTHDATE OF OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING PAST OVERSEEN BY AND ADDRESS OF TIME SERVED FIVE YEARS TRUSTEE(1) --------------------------------------------------------------------------------------------- Peter R. Sawers Board Member. Adjunct Professor of Business 112 4/3/33 Term of Office: and Economics, University of 22 The Landmark 2002-All Funds Dubuque, Iowa; formerly Northfield, IL 60093 Length of Time (1991-2000) Adjunct Professor, Served: since 1991- Lake Forest Graduate School of All Funds except Management, Lake Forest, 1992-Arizona Premium, Illinois; Director, Executive and Michigan Premium Service Corps of Chicago; 1993-Connecticut Director, Hadley School for the Premium Blind; prior thereto, Executive Georgia Premium Director, Towers Perrin Maryland Premium Australia, a management Massachusetts Premium consulting firm; Chartered Missouri Premium Financial Analyst; Certified North Carolina Management Consultant. Premium Virginia Premium 2001-Dividend Advantage Funds(3) William J. Board Member. Senior Partner and Chief 112 Schneider(2) Term of Office: Operating Officer, 9/24/44 2002-All Funds Miller-Valentine Group, Vice 4000 Miller- Length of Time President, Miller-Valentine Valentine Ct. Served: since Realty, a development and P.O. Box 744 1997-All Funds except contract company; Chair, Miami Dayton, OH 45401 2001-Dividend Valley Hospital; Chair, Miami Advantage Funds(3) Valley Economic Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio; and Business Advisory Council, Cleveland Federal Reserve Bank. Judith M. Stockdale Board Member. Executive Director, Gaylord and 112 12/29/47 Term of Office: Dorothy Donnelley Foundation 35 East Wacker Drive 2002-All Funds (since 1994); prior thereto, Suite 2600 Length of Time Executive Director, Great Lakes Chicago, IL 60601 Served: since Protection Fund (from 1990 to 1997-All Funds except 1994). 2001-Dividend Advantage Funds(3) --------------------------------------------------------------------------------------------- (*) "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 20, 2002, the Board Members and nominees were board members of 30 Nuveen open-end funds and 82 closed-end funds managed by Nuveen Advisory Corp. ("NAC"). In addition, Mr. Schwertfeger is a board member of 9 open-end and 9 closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC"). (2) Board Members Schneider and Schwertfeger are Board nominees to be elected by holders of MuniPreferred for all Funds. 7 (3) Arizona Dividend, Connecticut Dividend, Georgia Dividend, Maryland Dividend, Maryland Dividend 2, Massachusetts Dividend, Michigan Dividend, North Carolina Dividend, North Carolina Dividend 2, Ohio Dividend, Ohio Dividend 2, Virginia Dividend and Virginia Dividend 2. BENEFICIAL OWNERSHIP The following table lists the dollar range and number of common shares beneficially owned by each Board Member in each Fund and in all Nuveen Funds overseen by the Board Members as of July 31, 2002: DOLLAR RANGE AND NUMBER OF COMMON SHARES ------------------------------------------------------------------------------------------------------------------- ARIZONA ARIZONA CONNECTICUT CONNECTICUT GEORGIA BOARD MEMBERS DIVIDEND PREMIUM DIVIDEND PREMIUM DIVIDEND ------------------------------------------------------------------------------------------------------------------- Timothy R. Schwertfeger(1) 0 0 0 0 0 Robert P. Bremner 0 0 0 0 0 Lawrence H. Brown 0 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 William J. Schneider 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 ------------------------------------------------------------------------------------------------------------------- DOLLAR RANGE AND NUMBER OF COMMON SHARES ------------------------------------------------------------------------------------------------------------------- GEORGIA MARYLAND MARYLAND MARYLAND MASSACHUSETTS BOARD MEMBERS PREMIUM DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND ------------------------------------------------------------------------------------------------------------------- Timothy R. Schwertfeger(1) 0 0 0 0 0 Robert P. Bremner 0 0 0 0 0 Lawrence H. Brown 0 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 William J. Schneider 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 ------------------------------------------------------------------------------------------------------------------- DOLLAR RANGE AND NUMBER OF COMMON SHARES ------------------------------------------------------------------------------------------------------------------- MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI BOARD MEMBERS PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM ------------------------------------------------------------------------------------------------------------------- Timothy R. Schwertfeger(1) 0 0 0 0 0 Robert P. Bremner 0 0 0 0 0 Lawrence H. Brown 0 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 William J. Schneider 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 ------------------------------------------------------------------------------------------------------------------- 8 DOLLAR RANGE AND NUMBER OF COMMON SHARES ---------------------------------------------------------------------------------------------------------------- NORTH CAROLINA NORTH CAROLINA NORTH CAROLINA OHIO BOARD MEMBERS DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND ---------------------------------------------------------------------------------------------------------------- Timothy R. Schwertfeger(1) 0 0 0 0 Robert P. Bremner 0 0 0 0 Lawrence H. Brown 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 Peter R. Sawers 0 0 0 0 William J. Schneider 0 0 0 0 Judith M. Stockdale ---------------------------------------------------------------------------------------------------------------- DOLLAR RANGE AND NUMBER OF COMMON SHARES ------------------------------------------------------------------------------------------------------------------- OHIO OHIO TEXAS VIRGINIA VIRGINIA BOARD MEMBERS DIVIDEND 2 PREMIUM QUALITY DIVIDEND DIVIDEND 2 ------------------------------------------------------------------------------------------------------------------- Timothy R. Schwertfeger(1) 0 0 0 0 0 Robert P. Bremner 0 0 0 0 0 Lawrence H. Brown 0 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 William J. Schneider 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 ------------------------------------------------------------------------------------------------------------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY BOARD MEMBER IN FAMILY OF DOLLAR RANGE AND NUMBER OF COMMON SHARES INVESTMENT COMPANIES(2) ------------------------------------------------------------------------------------------- VIRGINIA BOARD MEMBERS PREMIUM ---------------------------------------------------------- Timothy R. Schwertfeger(1) 0 over $100,000 Robert P. Bremner 0 $10,001 - $50,000 Lawrence H. Brown 0 over $100,000 Anne E. Impellizzeri 0 $50,001 - $100,000 Peter R. Sawers 0 over $100,000 William J. Schneider 0 over $100,000 Judith M. Stockdale 0 $10,001 - $50,000 ------------------------------------------------------------------------------------------- (1) For Mr. Schwertfeger, the amount reflected also includes shares held in Nuveen's 401(k)/Profit Sharing Plan. (2) The amounts reflect the aggregate dollar range of equity securities beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member and reflects share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members, as more fully described under "Compensation." On July 31, 2002, Board Members and executive officers of the Funds as a group beneficially owned 468,068 common shares of all funds managed by Nuveen Advisory Corp. ("NAC" or the "Adviser"), Nuveen Institutional Advisory Corp. ("NIAC") (includes Deferred Units and shares held by the executive officers in Nuveen's 401(k)/profit sharing plan). Each Board Member's individual beneficial shareholdings of each Fund constitute less than 1% of the outstanding shares of each Fund. As of August 27, 2002 the Board Members and executive 9 officers of the Funds as a group owned beneficially less than 1% of the outstanding common shares of each Fund. As of August 27, 2002, the Board Members and executive officers of the Funds did not own any shares of MuniPreferred. As of August 27, 2002, no shareholder beneficially owned more than 5% of any class of shares of any Fund. OTHER AFFILIATIONS OR RELATIONSHIPS OF BOARD MEMBERS As of July 31, 2002, none of the Board Members who are "interested persons" of a Fund (as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) and who are not affiliated with Nuveen Investments ("Nuveen") or the Adviser (the "Independent Board Members"), nor any immediate family member of an Independent Board Member, owns shares of the Adviser or a principal underwriter of a Fund, nor does any such person own shares of a company controlling, controlled by or under common control with the Adviser or a principal underwriter of a Fund. There have been no transactions by a Fund since the beginning of the Fund's last fiscal year, nor are there any transactions currently proposed, in which the amount exceeds $60,000 and in which any Board Member, executive officer or security holder of more than 5% of the voting securities of a Fund, or any immediate family members of the foregoing persons, has or will have a direct or indirect material interest, nor have any of the foregoing persons been indebted to a Fund in an amount in excess of $60,000 at any time since that date. No Independent Board Member, nor any immediate family member of such a Board Member, has had, in the past five years, any direct or indirect interest, the value of which exceeds $60,000, in the Adviser or principal underwriter of the Funds or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with, the Adviser or principal underwriter of the Funds. Moreover, no Independent Board Member (or immediate family member of any Independent Board Member) has, or has had in the last two fiscal years of the Funds, any direct or indirect relationships or any direct or indirect material interest in any transaction or series of transactions or in any currently proposed transaction or series of transactions, in which the amount involved exceeds $60,000, in which the following persons were or are a party: the Funds, an officer of the Funds, any investment company sharing the same Adviser or principal underwriter of the Funds or any officer of such a party, any person directly or indirectly controlling, controlled by or under common control with, the Adviser or principal underwriter of the Funds, or any officer of such a person. Within the last two completed fiscal years of the Funds, no officer of any investment adviser or principal underwriter of the Funds or of any person directly or indirectly controlling, controlled by or under common control with the investment adviser or principal underwriter of the Funds, has served as a board member on a board of a company where any of the Board Members or Nominees of the Funds has served as an officer. COMPENSATION The Board Members affiliated with Nuveen Investments ("Nuveen") or Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the Funds. The Independent Board Members receive a $15,000 quarterly retainer ($60,000 annually) for serving as a board member of all funds affiliated with Nuveen and the Adviser and a $1,750 fee per day plus expenses for attendance in person or by telephone at all meetings of the Board (including any 10 committee meetings) held on a day on which a regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses for attendance in person or a $500 fee per day plus expenses for attendance by telephone at all meetings, (including any committee meetings) held on a day on which no regular Board meeting is held, and a $500 fee per day plus expenses for attendance in person or $250 if by telephone at a meeting of any committee. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser on the basis of relative net asset sizes although Fund management may, in its discretion, establish a minimum amount to be allocated to each such Fund. 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. None of the Funds are Participating Funds. The table below shows, for each Board Member who is not affiliated with Nuveen or the Adviser, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and (ii) paid (including deferred fees) for service on the boards of the NAC Funds for the calendar year ended 2001. Mr. Schwertfeger, a Board Member who is an interested person of each Fund, does not receive any compensation from the Fund or any Nuveen Funds. AGGREGATE COMPENSATION FROM THE FUNDS ------------------------------------------------------------------------------------------------------------------- ARIZONA ARIZONA CONNECTICUT CONNECTICUT GEORGIA BOARD MEMBERS DIVIDEND PREMIUM DIVIDEND PREMIUM DIVIDEND ------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 50 136 74 152 28 Lawrence H. Brown 53 143 78 162 35 Anne E. Impellizzeri 50 136 74 152 28 Peter R. Sawers 49 134 73 150 116 William J. Schneider 50 136 74 152 28 Judith M. Stockdale 50 136 74 152 28 ------------------------------------------------------------------------------------------------------------------- AGGREGATE COMPENSATION FROM THE FUNDS ------------------------------------------------------------------------------------------------------------------ GEORGIA MARYLAND MARYLAND MARYLAND MASSACHUSETTS BOARD MEMBERS PREMIUM DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND ------------------------------------------------------------------------------------------------------------------ Robert P. Bremner 109 121 60 301 57 Lawrence H. Brown 116 128 69 320 60 Anne E. Impellizzeri 109 121 60 301 57 Peter R. Sawers 107 119 153 297 56 William J. Schneider 109 121 60 301 57 Judith M. Stockdale 109 121 60 301 57 ------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE COMPENSATION FROM THE FUNDS ------------------------------------------------------------------------------------------------------------------- MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI BOARD MEMBERS PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM ------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 135 50 253 393 63 Lawrence H. Brown 144 57 267 415 67 Anne E. Impellizzeri 135 50 253 393 63 Peter R. Sawers 134 138 250 388 62 William J. Schneider 135 50 253 393 63 Judith M. Stockdale 135 50 253 393 63 ------------------------------------------------------------------------------------------------------------------- AGGREGATE COMPENSATION FROM THE FUNDS -------------------------------------------------------------------------------------------------------------------- NORTH CAROLINA NORTH CAROLINA NORTH CAROLINA OHIO OHIO BOARD MEMBERS DIVIDEND DIVIDEND 2 PREMIUM DIVIDEND DIVIDEND 2 -------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 65 26 181 134 76 Lawrence H. Brown 69 130 192 142 84 Anne E. Impellizzeri 65 26 181 134 76 Peter R. Sawers 64 236 178 133 169 William J. Schneider 65 26 181 134 76 Judith M. Stockdale 65 26 181 134 76 -------------------------------------------------------------------------------------------------------------------- AGGREGATE COMPENSATION FROM THE FUNDS --------------------------------------------------------------------------------------------------------------- OHIO TEXAS VIRGINIA VIRGINIA BOARD MEMBERS QUALITY QUALITY DIVIDEND DIVIDEND 2 --------------------------------------------------------------------------------------------------------------- Robert P. Bremner 336 307 90 40 Lawrence H. Brown 354 324 96 195 Anne E. Impellizzeri 336 307 90 40 Peter R. Sawers 332 303 89 350 William J. Schneider 336 307 90 40 Judith M. Stockdale 336 307 90 40 ------------------------------------------------------------------------------------------------------------------- TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO BOARD AGGREGATE COMPENSATION FROM THE FUNMEMBERS(1) --------------------------------------------- VIRGINIA BOARD MEMBERS PREMIUM ----------------------------------------------------------------------------- Robert P. Bremner 256 72,500 Lawrence H. Brown 272 78,500 Anne E. Impellizzeri 256 72,500 Peter R. Sawers 253 73,000 William J. Schneider 256 72,500 Judith M. Stockdale 256 72,500 ----------------------------------------------------------------------------- (1) Includes compensation for service on the Boards of the NAC Funds for the calendar year ended 2001, including deferred fees. 12 COMMITTEES The Board Members serve on four standing committees: the executive committee, the audit committee, the nominating and governance committee, and the dividend and valuation committee. Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive committee of the Board of each Fund. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, are limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) or (ii) matters of an administrative or ministerial nature. The executive committee of each of the Georgia Dividend Advantage, Maryland Dividend Advantage 2, Michigan Dividend Advantage, North Carolina Dividend Advantage 2, Ohio Dividend Advantage 2 and Virginia Dividend Advantage 2 held two meetings during each Fund's last fiscal year; the executive committee of each of the other Funds held no meetings during their fiscal year. Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the dividend and valuation committee for each Fund. The dividend and valuation 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 committee also oversees the Fund's Pricing Procedures including, but not limited to, the review and approval of fair value pricing determinations made by Nuveen's Valuation Group. The dividend and valuation committee of each Fund with a May 31 fiscal year end held 5 meetings during its last fiscal year and each Fund with a July 31 fiscal year end held 6 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 or Section 121(A) of American Stock Exchange's listing standards, as applicable. The audit committee monitors the accounting and reporting policies and practices of the Funds, the quality and integrity of the financial statements of the Funds, compliance by the Funds with legal and regulatory requirements and the independence and performance of the external and internal auditors. The audit committee reviews the work and any recommendations of the Fund's independent auditors. Based on such review, it is authorized to make recommendations to the Board. The audit committee has adopted a written charter. The audit committee of each Fund held 2 meetings during its last fiscal year. Nomination of those Board Members who are not "interested persons" of each Fund is committed to a nominating and governance committee composed of all Board Members who are not "interested persons" of that Fund. It identifies and recommends individuals to be nominated for election as non-interested Board Members. The committee also reviews matters relating to (1) the composition, duties, recruitment, independence and tenure of Board Members, (2) the selection and review of committee assignments, and (3) Board Member education, board meetings and board performance. The nominating and governance committee of each Fund held one meeting during its last fiscal year. In the event of a vacancy on the Board, the nominating and governance committee receives suggestions from various sources as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, 13 Vice President for Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The nominating and governance committee sets appropriate standards and requirements for nominations for new Board Members and reserves the right to interview all candidates and to make the final selection regarding the nomination of any new Board Members. The nominating and governance committee of each Fund held 2 meetings during its last fiscal year. The Board of each Fund with a May 31 fiscal year end held 4 regular quarterly meetings and 2 special meetings during its last fiscal year. The Board of each Fund with a July 31 fiscal year end held 5 regular quarterly meetings and 1 special meeting 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 FUND'S OFFICERS The following table sets forth information as of September 1, 2002 with respect to each officer of the Funds, other than Mr. Schwertfeger, who is a Board Member and is included in the table relating to nominees for the Board. Officers of the Funds receive no compensation from the Funds. The term of office of all officers will expire in August 2003. The Board will consider the election of officers to serve until July 2003 and as set forth in each Fund's by-laws at the regularly scheduled Board meeting to be held after the Funds' Annual Meeting. ------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN POSITIONS AND OFFICES WITH THE PRINCIPAL OCCUPATIONS INCLUDING FUND COMPLEX FUND, TERM OF OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING SERVED BY NAME, BIRTHDATE AND ADDRESS OF TIME SERVED PAST FIVE YEARS OFFICER ------------------------------------------------------------------------------------------------------------ Michael T. Atkinson Vice President. Vice President (since January 130 2/3/66 Term of Office: 2003. 2002), formerly, Assistant Vice 333 West Wacker Drive Length of Time Served: since President (from 2000), Chicago, IL 60606 2002. previously, Associate of Nuveen Investments. Paul L. Brennan Vice President. Vice President (since January 126 11/10/66 Term of Office: 2003. 2002), formerly Assistant Vice 333 West Wacker Drive Length of Time Served: since President (from 1997), of Chicago, IL 60606 2002. Nuveen Advisory Corp. Peter H. D'Arrigo Vice President and Treasurer. Vice President of Nuveen 130 11/28/67 Term of Office: 2003. Investments (since 1999), prior 333 West Wacker Drive Length of Time Served: since thereto, Assistant Vice Chicago, IL 60606 1999. President (from 1997 to 1999); Vice President and Treasurer of Nuveen Senior Loan Asset Management Inc. (since 1999); Chartered Financial Analyst. 14 ------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN POSITIONS AND OFFICES WITH THE PRINCIPAL OCCUPATIONS INCLUDING FUND COMPLEX FUND, TERM OF OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING SERVED BY NAME, BIRTHDATE AND ADDRESS OF TIME SERVED PAST FIVE YEARS OFFICER ------------------------------------------------------------------------------------------------------------ Susan M. DeSanto Vice President. Vice President of Nuveen 130 9/8/54 Term of Office: 2003. Advisory Corp. (since 2001); 333 West Wacker Drive Length of Time Served: since previously, Vice President of Chicago, IL 60606 2001. Van Kampen Investment Advisory Corp. (from 1998); prior thereto, Assistant Vice President of Van Kampen Investment Advisory Corp. Jessica R. Droeger Vice President. Vice President (since January 130 9/24/64 Term of Office: 2003. 2002) and Assistant General 333 West Wacker Drive Length of Time Served: since Counsel (since 1998), formerly, Chicago, IL 60606 2002. Assistant Vice President (from 1998) of Nuveen Investments; Vice President (since May 2002), and Assistant Secretary (from 1998) formerly, Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; prior thereto, Associate at the law firm D'Ancona Partners LLC. Lorna C. Ferguson Vice President. Vice President of Nuveen 130 10/24/45 Term of Office: 2003. Investments; Vice President 333 West Wacker Drive Length of Time Served: since (since 1998) of Nuveen Advisory Chicago, IL 60606 1998. Corp. and Nuveen Institutional Advisory Corp. William M. Fitzgerald Vice President. Managing Director (since 2002) 130 3/2/64 Term of Office: 2003. of Nuveen Investments; Managing 333 West Wacker Drive Length of Time Served: since Director (since 2001), formerly Chicago, IL 60606 1995. Vice President (since 1995) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Chartered Financial Analyst. 15 ------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN POSITIONS AND OFFICES WITH THE PRINCIPAL OCCUPATIONS INCLUDING FUND COMPLEX FUND, TERM OF OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING SERVED BY NAME, BIRTHDATE AND ADDRESS OF TIME SERVED PAST FIVE YEARS OFFICER ------------------------------------------------------------------------------------------------------------ Stephen D. Foy Vice President and Controller. Vice President of Nuveen 130 5/31/54 Term of Office: 2003. Investments and (since 1998) 333 West Wacker Drive Length of Time Served: since The John Nuveen Company; Vice Chicago, IL 60606 1998. President (since 1999) of Nuveen Senior Loan Management Inc.; Certified Public Accountant. J. Thomas Futrell Vice President. Vice President of Nuveen 126 7/5/55 Term of Office: 2003. Advisory Corp.; Chartered 333 West Wacker Drive Length of Time Served: since Financial Analyst. Chicago, IL 60606 1992 Richard A. Huber Vice President. Vice President of Nuveen 126 3/26/63 Term of Office: 2003. Institutional Advisory Corp. 333 West Wacker Drive Length of Time Served: since (since 1998) and Nuveen Chicago, IL 60606 1997 Advisory Corp. (since 1997). Steve J. Krupa Vice President. Vice President of Nuveen 126 8/21/57 Term of Office: 2003. Advisory Corp. 333 West Wacker Drive Length of Time Served: since Chicago, IL 60606 1990. David J. Lamb Vice President. Vice President (since 2000) of 130 3/22/63 Term of Office: 2003. Nuveen Investments, previously 333 West Wacker Drive Length of Time Served: since Assistant Vice President (from Chicago, IL 60606 2000. 1999); prior thereto, Associate of Nuveen Investments; Certified Public Accountant. Tina M. Lazar Vice President. Vice President (since 1999), 130 8/27/61 Term of Office: 2003. previously, Assistant Vice 333 West Wacker Drive Length of Time Served: 2002. President (since 1993) of Chicago, IL 60606 Nuveen Investments. 16 ------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN POSITIONS AND OFFICES WITH THE PRINCIPAL OCCUPATIONS INCLUDING FUND COMPLEX FUND, TERM OF OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING SERVED BY NAME, BIRTHDATE AND ADDRESS OF TIME SERVED PAST FIVE YEARS OFFICER ------------------------------------------------------------------------------------------------------------ Larry W. Martin Vice President and Assistant Vice President, Assistant 130 7/27/51 Secretary. Secretary and Assistant General 333 West Wacker Drive Term of Office: 2003. Counsel of Nuveen Investments; Chicago, IL 60606 Length of Time Served: since Vice President and Assistant 1988. Secretary of Nuveen Advisory Corp., Nuveen Institutional Advisory Corp. and Nuveen Senior Loan Asset Management Inc. (since 1999); Assistant Secretary of The John Nuveen Company; and Assistant Secretary of Nuveen Asset Management Inc. (since 1997). Edward F. Neild, IV Vice President. Managing Director (since 2002), 126 7/7/65 Term of Office: 2003. formerly, Vice President (from 333 West Wacker Drive Length of Time Served: since September 1996) of Nuveen Chicago, IL 60606 1996. Investments; Managing Director (since 1997) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Chartered Financial Analyst. Thomas J. O'Shaughnessy Vice President. Vice President (since January 126 9/4/60 Term of Office: 2003. 2002), formerly, Assistant Vice 333 West Wacker Drive Length of Time Served: since President (from 1998), of Chicago, IL 60606 2002. Nuveen Advisory Corp. Thomas C. Spalding Vice President. Vice President of Nuveen 126 7/31/51 Term of Office: 2003. Advisory Corp. and Nuveen 333 West Wacker Drive Length of Time Served: since Institutional Advisory Corp; Chicago, IL 60606 1982. Chartered Financial Analyst. 17 ------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN POSITIONS AND OFFICES WITH THE PRINCIPAL OCCUPATIONS INCLUDING FUND COMPLEX FUND, TERM OF OFFICE AND LENGTH OTHER DIRECTORSHIPS DURING SERVED BY NAME, BIRTHDATE AND ADDRESS OF TIME SERVED PAST FIVE YEARS OFFICER ------------------------------------------------------------------------------------------------------------ Gifford R. Zimmerman Vice President and Secretary. Managing Director (since 2002), 130 9/9/56 Term of Office: 2003. Assistant Secretary and 333 West Wacker Drive Length of Time Served: since Associate General Counsel, Chicago, IL 60606 1988. formerly, Vice President of Nuveen Investments; Managing Director (since 2002), General Counsel and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Managing Director (since 2002), and Assistant Secretary, formerly, Vice President of Nuveen Senior Loan Asset Management Inc. (since 1999); Managing Director and Assistant Secretary of Nuveen Asset Management Inc.; Vice President and Assistant Secretary of The John Nuveen Company; Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------ AUDIT COMMITTEE REPORT The Audit Committee of the Board of each Fund is responsible for assisting the Board in monitoring (1) the quality and integrity of the Fund's financial statements, (2) each Fund's compliance with regulatory requirements, and (3) the independence and performance of the Fund's independent and internal auditors. Among other responsibilities, the Committee reviews, in its oversight capacity, each Fund's annual financial statements with both management and the independent auditors and the Committees meet periodically with the independent and internal auditors to consider their evaluation of the Fund's financial and internal controls. The Committee also recommends to the Board the selection of each Fund's independent auditors. The Committee is currently composed of six Board Members and operates under a written charter adopted and approved by the Board. Each Committee member is independent as defined by New York Stock Exchange and American Stock Exchange listing standards, as applicable. The Committee, in discharging its duties, has met with and held discussions with management and each Fund's independent and internal auditors. The Committee has reviewed and discussed the audited financial statements with management. Management 18 has represented to the independent auditors that each Fund's financial statements were prepared in accordance with generally accepted accounting principles. The Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees). Each Fund's independent auditors provided to the Committee the written disclosure required by Independent Standards Board Standard No. 1 (Independent Discussions with Audit Committees), and the Committee discussed with representatives of the independent auditor their firm's independence. As provided in the Audit Committee Charter, it is not the Committee's responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund's financial statements are complete and accurate and presented in accordance with generally accepted accounting principles. Based on the Committee's review and discussions with management and the independent auditors, the representations of management and the report of the independent auditors to the Committee, the Committee has recommended that the Board include the audited financial statements in each Fund's Annual Report. The members of the Committee are: Robert P. Bremner Lawrence H. Brown Anne E. Impellizzeri Peter R. Sawers William J. Schneider Judith M. Stockdale 19 AUDIT AND RELATED FEES AUDIT FEES. The aggregate fees billed by Ernst & Young LLP for professional services for the audit of each Fund's financial statements for its most recently completed fiscal year were as follows: ----------------------------------------------------------------------------------------- FINANCIAL INFORMATION AUDIT SYSTEMS DESIGN AND ALL OTHER FUND FEES IMPLEMENTATION FEES FEES ----------------------------------------------------------------------------------------- Arizona Dividend $ 5,124 $0 $2,219 Arizona Premium 6,071 0 2,252 Connecticut Dividend 5,469 0 2,231 Connecticut Premium 6,420 0 2,264 Georgia Dividend 8,580 0 2,224 Georgia Premium 5,891 0 2,246 Maryland Dividend 6,035 0 2,251 Maryland Dividend 2 8,580 0 2,250 Maryland Premium 8,219 0 2,327 Massachusetts Dividend 5,259 0 2,224 Massachusetts Premium 6,212 0 2,257 Michigan Dividend 10,487 0 2,225 Michigan Premium 7,372 0 2,298 Michigan Quality 8,906 0 2,351 Missouri Premium 5,340 0 2,227 North Carolina Dividend 5,362 0 2,227 North Carolina Dividend 2 6,673 0 2,230 North Carolina Premium 6,761 0 2,276 Ohio Dividend 6,056 0 2,252 Ohio Dividend 2 10,487 0 2,238 Ohio Quality 8,277 0 2,329 Texas Quality 7,944 0 2,318 Virginia Dividend 5,668 0 2,238 Virginia Dividend 2 6,673 0 2,246 Virginia Premium 7,678 0 2,308 ----------------------------------------------------------------------------------------- ALL NON-AUDIT FEES. The Audit Committee of each Fund has generally considered whether the receipt of non-audit fees by Ernst & Young LLP from the Fund is compatible with maintaining Ernst & Young LLP's independence. APPOINTMENT OF INDEPENDENT AUDITORS Each Fund's Board of Directors/Trustees has appointed Ernst & Young LLP, independent public accountants, as independent auditors to audit the books and records of each Fund for its fiscal year. A representative of Ernst & Young LLP will be present at the meeting to make a statement, if such representative so desires, and to respond to shareholders' questions. Ernst & Young LLP has informed each Fund that it has no direct or indirect material financial 20 interest in the Fund, Nuveen, the Adviser or any other investment company sponsored by Nuveen. SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), require each Fund's Board Members and officers, investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of the Funds' equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund's shares with the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange or American Stock Exchange, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that the Fund's Board Members and officers, investment adviser and affiliated persons of the investment adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year, except that late filings were made on Form 3 on behalf of the Board members and officers, investment adviser and affiliated persons of the investment adviser for Georgia Dividend, Maryland Dividend 2, Michigan Dividend, North Carolina Dividend 2, Ohio Dividend, Ohio Dividend 2, and Virginia Dividend 2. To the knowledge of management of the Funds, no shareholder of a Fund beneficially owns more than 10% of a registered class of a Fund's equity securities. INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as investment adviser and manager for each Fund. The Adviser is a wholly owned subsidiary of The John Nuveen Company, 333 West Wacker Drive, Chicago, Illinois 60606. The John Nuveen Company is approximately 78% owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385 Washington Street, St. Paul, Minnesota 55102, and is principally engaged in providing property-liability insurance through subsidiaries. SHAREHOLDER PROPOSALS To be considered for presentation at the Annual Meeting of Shareholders of any of the Funds to be held in 2003, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than May 30, 2003. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must submit such written notice to the Fund not later than August 13, 2003. Timely submission of a proposal does not mean that such proposal will be included. EXPENSES OF PROXY SOLICITATION The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement, and all other costs in connection with the solicitation of proxies, will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter, telephone or telegraph by officers or employees of Nuveen Investments or Nuveen Advisory Corp., or by dealers and their representatives. 21 FISCAL YEAR The last fiscal year for Connecticut Dividend, Connecticut Premium, Georgia Dividend, Georgia Premium, Maryland Dividend, Maryland Dividend 2, Maryland Premium, Massachusetts Dividend, Massachusetts Premium, Missouri Premium, North Carolina Dividend, North Carolina Dividend 2, North Carolina Premium, Virginia Dividend, Virginia Dividend 2, and Virginia Premium was May 31, 2002, and for Arizona Dividend, Arizona Premium, Michigan Dividend, Michigan Premium, Michigan Quality, Ohio Dividend, Ohio Dividend 2, Ohio Quality and Texas Quality was July 31, 2002. ANNUAL REPORT DELIVERY Annual reports for the Funds with a fiscal year ended in May 2002 were sent to shareholders of record of each Fund following each Fund's fiscal year end. The 2002 annual report for each Fund with a fiscal year ended in July 2002 is expected to be available on or before September 30, 2002. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800- 257-8787. GENERAL Management does not intend to present and does not have reason to believe that any other items of business will be presented at any Fund's Annual Meeting. However, if other matters are properly presented to the Annual Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund. A list of shareholders entitled to be present and to vote at each Fund's Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of that Annual Meeting. Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. Gifford R. Zimmerman Vice President and Secretary 22 [NUVEEN INVESTMENTS LOGO] Nuveen Investments 333 West Wacker Drive Chicago, IL 60606-1286 (800) 257-8787 www.nuveen.com NFZ1002 [NUVEEN LOGO] NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN INVESTMENTS NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND 333 WEST WACKER DRIVE NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND CHICAGO, IL 60606-1256 NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND ANNUAL MEETING OF SHAREHOLDERS COMMON SHARES PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 23, 2002 The annual meeting of shareholders will be held Wednesday, October 23, 2002, at 10:00 a.m. Central Time, in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned to represent and vote the shares of the undersigned at the annual meeting of shareholders to be held on October 23, 2002, or any adjournment or adjournments thereof. You are encouraged to specify your choice by marking the appropriate box. If you do not mark any box, your proxy will be voted "FOR" the proposal. Please mark, sign, date and return this proxy card promptly using the enclosed envelope if you are not voting by telephone or over the Internet. To vote by telephone, please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com. In either case you will be asked to enter the control number on the right hand side of this proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 1 KEEP THIS PORTION FOR YOUR RECORDS ------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ------------------------------------------------------------------------------------------------------------------------------------ (NAME OF FUND) Common Shares Vote On Proposal For Withhold For All To withhold authority to vote, mark All All Except "For All Except" and write the nominee's number on the line below. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] 01) Robert P. Bremner 02) Lawrence H. Brown 03) Anne E. Impellizzeri 04) Peter R. Sawers 05) Judith M. Stockdale WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyvote.com). In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting. The shares to which this proxy relates will be voted as specified. If no specification is made, such shares will be voted "FOR" the election of nominees to the Board and "FOR" the proposal set forth on this proxy. Please be sure to sign and date this proxy if you are not voting by telephone or over the Internet. NOTE: Please sign your name exactly as it appears on this proxy. If shares are held jointly, each holder must sign the proxy. If you are signing on behalf of an estate, trust, or corporation, please state your title or capacity. ------------------------------------------ ----------------------------------------- ------------------------------------------ ----------------------------------------- Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date [NUVEEN LOGO] NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN INVESTMENTS NUVEEN CONNECTICUT DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND 333 WEST WACKER DRIVE NUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND CHICAGO, IL 60606-1256 NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN MARYLAND DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND NUVEEN MASSACHUSETTS DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND NUVEEN MICHIGAN DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN NORTH CAROLINA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN OHIO DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND NUVEEN VIRGINIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND ANNUAL MEETING OF SHAREHOLDERS MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 23, 2002 The annual meeting of shareholders will be held Wednesday, October 23, 2002, at 10:00 a.m. Central Time, in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned to represent and vote the shares of the undersigned at the annual meeting of shareholders to be held on October 23, 2002, or any adjournment or adjournments thereof. You are encouraged to specify your choice by marking the appropriate box. If you do not mark any box, your proxy will be voted "FOR" the proposal. Please mark, sign, date and return this proxy card promptly using the enclosed envelope if you are not voting by telephone or over the Internet. To vote by telephone, please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com. In either case you will be asked to enter the control number on the right hand side of this proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 2 KEEP THIS PORTION FOR YOUR RECORDS ------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ------------------------------------------------------------------------------------------------------------------------------------ (NAME OF FUND) Preferred Shares Vote On Proposal For Withhold For All To withhold authority to vote, mark "For All All Except All Except" and write the nominee's number on the line below. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] 01) Robert P. Bremner 02) Lawrence H. Brown 03) Anne E. Impellizzeri 04) Peter R. Sawers 05) Judith M. Stockdale 06) William J. Schneider 07) Timothy R. Schwertfeger WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyvote.com). In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting. The shares to which this proxy relates will be voted as specified. If no specification is made, such shares will be voted "FOR" the election of nominees to the Board and "FOR" the proposal set forth on this proxy. Please be sure to sign and date this proxy if you are not voting by telephone or over the Internet. NOTE: Please sign your name exactly as it appears on this proxy. If shares are held jointly, each holder must sign the proxy. If you are signing on behalf of an estate, trust, or corporation, please state your title or capacity. ------------------------------------------ ----------------------------------------- ------------------------------------------ ----------------------------------------- Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date