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 MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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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:
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MATTER COMMON SHARES MUNIPREFERRED(1)
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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)
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b. Election of Board Members by N/A X
MuniPreferred only (William J. Schneider
and Timothy R. Schwertfeger nominated)
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(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:
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FUND SYMBOL COMMON SHARES MUNIPREFERRED
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Arizona Dividend NFZ 1,539,379 480 Series T
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Arizona Premium NAZ 4,413,212 1,200 Series TH
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Connecticut Dividend NFC 2,546,022 780 Series T
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Connecticut Premium NTC 5,283,434 1,532 Series TH
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Georgia Dividend NZX 1,956,996 600 Series M
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Georgia Premium NPG 3,770,821 1,112 Series TH
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Maryland Dividend NFM 4,156,348 1,280 Series M
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Maryland Dividend 2 NZR 4,166,151 1,280 Series F
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Maryland Premium NMY 10,534,285 1,404 Series W
1,760 Series TH
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Massachusetts Dividend NMB 1,943,829 560 Series T
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Massachusetts Premium NMT 4,691,958 1,360 Series TH
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Michigan Dividend NZW 2,058,624 640 Series W
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Michigan Premium NMP 7,699,352 840 Series M
1,400 Series TH
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Michigan Quality NUM 11,610,041 3,200 Series TH
560 Series F
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Missouri Premium NOM 2,207,919 640 Series TH
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North Carolina Dividend NRB 2,236,505 680 Series T
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North Carolina Dividend 2 NNO 3,732,017 1,120 Series F
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North Carolina Premium NNC 6,298,998 1,872 Series TH
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Ohio Dividend NXI 4,217,049 1,240 Series W
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Ohio Dividend 2 NBJ 3,113,373 960 Series F
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Ohio Quality NUO 9,563,123 680 Series M
1,400 Series TH
1,000 Series TH2
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Texas Quality NTX 9,462,622 760 Series M
2,000 Series TH
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Virginia Dividend NGB 3,115,566 960 Series W
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Virginia Dividend 2 NNB 5,682,415 1,680 Series M
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Virginia Premium NPV 8,769,796 832 Series T
1,720 Series TH
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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
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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)
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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
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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)
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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)
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(*) "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
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ARIZONA ARIZONA CONNECTICUT CONNECTICUT GEORGIA
BOARD MEMBERS DIVIDEND PREMIUM DIVIDEND PREMIUM DIVIDEND
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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
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DOLLAR RANGE AND NUMBER OF COMMON SHARES
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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
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DOLLAR RANGE AND NUMBER OF COMMON SHARES
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MASSACHUSETTS MICHIGAN MICHIGAN MICHIGAN MISSOURI
BOARD MEMBERS PREMIUM DIVIDEND PREMIUM QUALITY PREMIUM
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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
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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
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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(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.
------------------------------------------ -----------------------------------------
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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.
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date