-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LX6kDS0W4ExvA8onE6fOVTcw+vimZER08U+yW2S1iXzoyHNQX1ZVihJfVDOeGlQD rW0wm/RtzogIANxjPxkW3Q== 0000950137-99-003401.txt : 19990915 0000950137-99-003401.hdr.sgml : 19990915 ACCESSION NUMBER: 0000950137-99-003401 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991013 FILED AS OF DATE: 19990914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND CENTRAL INDEX KEY: 0000878201 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-06384 FILM NUMBER: 99710926 BUSINESS ADDRESS: STREET 1: 333 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129178200 DEF 14A 1 DEFINITIVE PROXY STATEMENT 1 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 NUVEEN 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: - -------------------------------------------------------------------------------- 2 NOTICE OF ANNUAL MEETING 333 West Wacker Drive OF SHAREHOLDERS Chicago, Illinois OCTOBER 13, 1999 60606 (800) 257-8787
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND September 14, 1999 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 California Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance Plus Municipal Fund, Inc., Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen California Investment Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc., Nuveen California Quality Income Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund 2, Inc., Nuveen Michigan Quality Income Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc. and Nuveen Ohio Quality Income Municipal Fund, Inc., each a Minnesota corporation, and Nuveen California Premium Income Municipal Fund and Nuveen Texas Quality Income Municipal Fund, both a Massachusetts business trust (individually, a "Fund" and, collectively, the "Funds"), will be held in the 31st floor conference room of John Nuveen & Co. Incorporated, 333 West Wacker Drive, Chicago, Illinois, on Wednesday, October 13, 1999, 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 meeting: 1. To elect Members to the Board of each Fund as outlined below: a. For each Fund except California Value, to elect seven (7) Board Members to serve until the next Annual Meeting and until their successors shall have been duly elected and qualified: i.) five (5) Board Members to be elected by the holders of Common Shares and Municipal Auction Rate Cumulative Preferred ("MuniPreferred"), voting together as a single class, and; 3 ii.) two (2) Board Members to be elected by the holders of MuniPreferred only, voting as a single class. b. For California Value, to elect one (1) Board Member for a three year term and until a successor shall have been duly elected and qualified. 2. To ratify the selection of Ernst & Young LLP as independent auditors for the current fiscal year. 3. To transact such other business as may properly come before the Annual Meeting. Shareholders of record of each Fund at the close of business on August 16, 1999 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 FOR YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE 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 4 JOINT PROXY STATEMENT 333 West Wacker Drive SEPTEMBER 14, 1999 Chicago, Illinois 60606 800-257-8787
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND 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 California Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance Plus Municipal Fund, Inc. ("California Performance"), Nuveen California Municipal Market Opportunity Fund, Inc. ("California Opportunity"), Nuveen California Investment Quality Municipal Fund, Inc. ("California Investment"), Nuveen California Select Quality Municipal Fund, Inc. ("California Select"), Nuveen California Quality Income Municipal Fund, Inc. ("California Quality"), Nuveen Insured California Premium Income Municipal Fund, Inc. ("Insured California"), Nuveen Insured California Premium Income Municipal Fund 2, Inc. ("Insured California 2"), Nuveen California Premium Income Municipal Fund ("California Premium") (the aforementioned California Funds will be referred to collectively as the "California Funds"), Nuveen Michigan Quality Income Municipal Fund, Inc. ("Michigan Quality"), Nuveen Michigan Premium Income Municipal Fund, Inc. ("Michigan Premium"), Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio Quality") and Nuveen Texas Quality Income Municipal Fund ("Texas Quality") (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 13, 1999 (for each Fund, an "Annual Meeting and, collectively, the "Annual Meetings"), and at any and all adjournments thereof. On the matters coming before each Fund's Annual Meeting as to which a choice has been specified by the shareholders of that Fund on the proxy, the shares of that Fund will be voted accordingly. If no choice is so specified, the shares of each Fund will be voted FOR the election of the nominees as listed in this Joint Proxy Statement, and FOR ratification of the selection of Ernst & Young LLP as independent auditors. Shareholders of any Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a 1 5 written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. The Board of each Fund has determined that the use of this Joint Proxy Statement for the Fund's Annual Meeting is in the best interest of the Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders. Shareholders of each Fund will vote separately on each proposal relating to their Fund, and a vote on a proposal by the shareholders of one Fund will not affect the vote on the proposal by the shareholders of another Fund. The following table indicates which shareholders are solicited with respect to each matter:
- ------------------------------------------------------------------------------------ MATTER COMMON SHARES MuniPreferred(1) - ------------------------------------------------------------------------------------ Election of Board Members by all shareholders X X (except California Value) (Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Peter R. Sawers and Judith M. Stockdale nominated) - ------------------------------------------------------------------------------------ Election of Board Members by MuniPreferred N/A X only (except California Value) (William J. Schneider and Timothy R. Schwertfeger nominated) - ------------------------------------------------------------------------------------ Election of Board Member for California Value X N/A by all Shareholders (Anne E. Impellizzeri nominated) - ------------------------------------------------------------------------------------ Ratification of the Selection of Auditors X X - ------------------------------------------------------------------------------------
(1) "MuniPreferred means "Municipal Auction Rate Cumulative Preferred." A quorum of shareholders is required to take action at each Fund's Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees to be elected by holders of MuniPreferred of each Fund (except California Value), 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 matters submitted for a vote of the shareholders of each Fund (except California Premium and Texas Quality), abstentions and broker non-votes will be treated as shares voted against the election of Board Members and against ratification of the selection of independent auditors. For purposes of determining the approval of the matters submitted for a vote of the shareholders of California Premium and Texas Quality, abstentions and broker non-votes will have no effect on the election of Board Members and will have the same effect as shares voted against ratification of the selection of independent auditors. The details of each proposal to be voted on by the shareholders of each Fund and the vote required for approval of each proposal are set forth under the description of each proposal below. 2 6 Those persons who were shareholders of record at the close of business on August 16, 1999 will be entitled to one vote for each share held. As of August 16, 1999 shares of the Funds were issued and outstanding as follows:
- -------------------------------------------------------------------------------------------- FUND COMMON SHARES MUNIPREFERRED - -------------------------------------------------------------------------------------------- Arizona Premium 4,348,137 1,200 Series TH California Value 25,222,660 N/A California Performance 12,748,540 1,800 Series T 640 Series W 1,800 Series F California Opportunity 8,026,600 2,200 Series W 520 Series F California Investment 13,378,327 3,600 Series M 880 Series W California Select 22,790,683 2,400 Series T 1,680 Series W 3,600 Series TH California Quality 21,669,637 1,400 Series M 3,000 Series W 3,000 Series F Insured California 6,419,740 1,800 Series T Insured California 2 12,613,940 1,900 Series T 1,900 Series TH California Premium 5,753,535 1,720 Series M Michigan Quality 11,496,993 3,200 Series TH 560 Series F Michigan Premium 7,691,988 840 Series M 1,400 Series TH Ohio Quality 9,423,047 680 Series M 1,400 Series TH 1,000 Series TH2 Texas Quality 9,440,806 760 Series M 2,000 Series TH
- -------------------------------------------------------------------------------- This Joint Proxy Statement is first being mailed to shareholders of the Funds on or about September 14, 1999. 1. ELECTION OF BOARD MEMBERS OF EACH FUND At each Fund's Annual Meeting (except California Value), seven (7) Board Members are to be elected to serve until the next Annual Meeting and until their successors shall have been duly elected and qualified. Under the terms of each Fund's organizational documents (except California Value), under normal circumstances holders of MuniPreferred are entitled to elect two (2) Board Members, and the remaining Board Members are to be elected by holders of 3 7 Common Shares and MuniPreferred, voting together as a single class. Pursuant to the organizational documents of California Value, the Board is divided into three classes, with each class being elected to serve a term of three years. This year one (1) Board Member is to be elected at this meeting to serve on the Board of California Value for a three year term. FOR ARIZONA PREMIUM, CALIFORNIA PERFORMANCE, CALIFORNIA OPPORTUNITY, CALIFORNIA INVESTMENT, CALIFORNIA SELECT, CALIFORNIA QUALITY, INSURED CALIFORNIA, INSURED CALIFORNIA 2, CALIFORNIA PREMIUM, MICHIGAN QUALITY, MICHIGAN PREMIUM, OHIO QUALITY AND TEXAS QUALITY. As indicated above, holders of MuniPreferred are entitled to elect two of the Board Members. Messrs. Schneider and Schwertfeger are nominees for election by holders of the MuniPreferred. The five remaining Board Members are to be elected by holders of the Common Shares and the Preferred Shares, voting together as a single class. Messrs. Bremner, Brown and Sawers and Mses. Impellizzeri and Stockdale are nominees for election by all shareholders. FOR CALIFORNIA VALUE. The Board of California Value has designated Ms. Impellizzeri as a Class II Board Member and as a nominee for Board Member for a term expiring at the Annual Meeting of Shareholders in the year 2002, and until her successor has been duly elected and qualified. The remaining Board Members, Messrs. Bremner, Brown, Sawers, Schneider and Schwertfeger and Ms. Stockdale are current and continuing, Board Members. The term of Messrs. Bremner and Schneider and Ms. Stockdale as Class III Board Members expires in 2000. The term of Messrs. Brown, Sawers and Schwertfeger as Class II Board Members expires in 2001. The affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (except for California Premium and Texas Quality) will be required to elect Board Members of that Fund. For California Premium and Texas Quality, 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. The table below shows each nominee's birthdate, principal occupations and other business affiliations, the year in which each nominee was first elected or appointed a Board Member of each Fund and the number of Common Shares of the Funds and of all Nuveen Funds (excluding money market funds) which each nominee beneficially owned as of July 30, 1999. All of the nominees were last elected to the Board at the 1998 annual meeting of shareholders except for California Value, which only elected Class I Board Members. Currently there is a vacancy on each Board. No candidate has been selected to fill this vacancy. Other than Mr. Schwertfeger, none of the Board Members have ever been a director or an employee of John Nuveen & Co. Incorporated or any affiliate. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED BELOW. 4 8 BOARD NOMINEES
- --------------------------------------------------------------------------------------------- FULL COMMON SHARES BENEFICIALLY OWNED JULY 30, 1999 -------------------- ALL NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR THE NUVEEN NOMINEES AS OF JULY 30, 1999(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2) - --------------------------------------------------------------------------------------------- Robert P. Bremner, 8/22/40(3) Board Member 1997-All Funds 0 12,692 of the Funds; private investor and management consultant. Lawrence H. Brown, 7/29/34(4) Board Member 1993-All Funds 0 7,266 of the Funds; retired in August 1989 as Senior Vice President of The Northern Trust Company (banking and trust industry). Anne E. Impellizzeri, 1/26/33(5) Board 1994-All Funds 0 4,370 Member of the Funds; Executive Director (since 1998) of Manitoga Center for Russel Wright's design/ home and landscape), formerly President and Chief Executive Officer of Blanton-Peale Institute (a training and counseling organization). Peter R. Sawers, 4/3/33(4) Board Member of 1991-All Funds except as 0 13,493 the Funds; Adjunct Professor of Business indicated below and Economics, University of Dubuque, Iowa; 1992-Arizona Premium, Adjunct Professor, Lake Forest Graduate Insured California School of Management, Lake Forest, and Michigan Premium Illinois; Chartered Financial Analyst; 1993-Insured California 2 Certified Management Consultant. 1993-Insured California 2 William J. Schneider, 9/24/44(3)(6) Board 1997-All Funds 0 39,790 Member of the Funds; Senior partner and Chief Operating Officer, Miller-Valentine Partners; Vice President, Miller-Valentine Group (commercial real estate); Member, Community Advisory Board, National City Bank, Dayton, Ohio *Timothy R. Schwertfeger, 3/28/49(4)(6) 1994-All Funds 0 228,806 Chairman of the Board (since July 1996) and President (since July 1999) of the Funds; Chairman (since May 1999), Trustee and President (since July 1996) of the Funds advised by Nuveen Institutional Advisory Corp.; Chairman (since July 1996) and Director, previously Executive Vice President, of The John Nuveen Company, John Nuveen & Co. Incorporated, Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since January 1997) of Nuveen Asset Management, Inc.; Chairman and Director of Rittenhouse Financial Services, Inc. (since 1999)
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- --------------------------------------------------------------------------------------------- FULL COMMON SHARES BENEFICIALLY OWNED JULY 30, 1999 -------------------- ALL NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR THE NUVEEN NOMINEES AS OF JULY 30, 1999(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2) - --------------------------------------------------------------------------------------------- Judith M. Stockdale, 12/29/47(3) Board 1997-All Funds 0 567 Member of the Funds; Executive Director (since 1994) of the Gaylord and Dorothy Donnelley Foundation, a private family foundation; prior thereto, Executive Director (from 1990 to 1994) of the Great Lakes Protection Fund. - ---------------------------------------------------------------------------------------------
(*) "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 July 30, 1999, the Board Members and nominees were board members of 37 Nuveen open-end funds and 55 closed-end funds managed by Nuveen Advisory Corp. ("NAC Funds"). In addition, Mr. Schwertfeger is a board member of six open-end and five closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC Funds"). (2) Certain Shares may be held in the name of, or jointly with, a director's spouse or a director may have disclaimed beneficial ownership of certain Shares. (3) Messrs. Bremner and Schneider and Ms. Stockdale are continuing Class III Board Members of California Value whose term will expire in 2000. (4) Messrs. Brown, Sawers and Schwertfeger are continuing Class I Board Members of California Value whose term will expire in 2001. (5) Ms. Impellizzeri is a Class II Board Member of California Value and has been nominated for a term to expire in 2002. (6) Messrs. Schneider and Schwertfeger are Board nominees to be elected by holders of MuniPreferred for all Funds except California Value. The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen") or Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the Funds. Board Members who are not affiliated with Nuveen or the Adviser receive a $15,000 quarterly retainer ($60,000 annually) for serving as a board member of all funds sponsored by Nuveen and managed by the Adviser and a $1,000 fee per day plus expenses for attendance at all meetings held on a day on which a regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses for attendance in person or a $500 fee per day plus expenses for attendance by telephone at a meeting held on a day on which no regular Board meeting is held, and a $250 fee per day plus expenses for attendance in person or by telephone at a meeting of the executive committee or the dividend committee. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser on the basis of relative net asset sizes. Effective January 1, 1999, the Board of Directors/Trustees of certain Nuveen Funds (the "Participating Funds") established a Deferred Compensation Plan for Independent Directors and Trustees. Under the 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. California Performance, California Investment, California Select, California Quality and Insured California 2 are Participating Funds. 6 10 The table below shows, for each Board Member who is not affiliated with Nuveen or the Adviser, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and (ii) paid during the calendar year 1998.
AGGREGATE COMPENSATION FROM THE FUNDS - ----------------------------------------------------------------------------------------------------------------------------- ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA NAME OF BOARD MEMBER PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY - ----------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner(1) $142 $379 $430 $274 $448 $758 $743 Lawrence H. Brown 155 411 469 299 489 826 811 Anne E. Impellizzeri(2) 142 379 430 274 448 758 743 Peter R. Sawers(3) 142 379 431 296 484 819 803 William J. Schneider(4) 142 379 430 274 448 758 743 Judith M. Stockdale(5) 142 379 430 274 448 758 743 - -----------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------ TOTAL COMPENSATION ON NUVEEN FUNDS ACCRUED FOR BOARD AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS(6) -------------------------------------------------------------------------------------------------- INSURED INSURED CALIFORNIA MICHIGAN MICHIGAN OHIO TEXAS NAME OF BOARD MEMBER CALIFORNIA CALIFORNIA 2 PREMIUM QUALITY PREMIUM QUALITY QUALITY - ------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner(1) $217 $411 $182 $387 $254 $342 $319 71,500 Lawrence H. Brown 237 448 198 422 277 373 348 79,100 Anne E. Impellizzeri(2) 217 411 182 387 254 342 319 71,500 Peter R. Sawers(3) 218 413 183 388 255 343 320 72,000 William J. Schneider(4) 217 411 182 387 254 342 319 71,500 Judith M. Stockdale(5) 217 411 182 387 254 342 319 72,000 - ------------------------------------------------------------------------------------------------------------------------------
(1) Includes deferred fees of $31 of California Performance, $32 of California Investment, $55 of California Select, $53 of California Quality and $29 of Insured California 2. (2) Includes deferred fees of $206 of California Performance, $215 of California Investment, $366 of California Select, $356 of California Quality and $193 of Insured California 2. (3) Includes deferred fees of $207 of California Performance, $251 of California Investment, $426 of California Select, $416 of California Quality and $195 of Insured California 2. (4) Includes deferred fees of $206 of California Performance, $215 of California Investment, $365 of California Select, $356 of California Quality and $193 of Insured California 2. (5) Includes deferred fees of $51 of California Performance, $54 of California Investment, $91 of California Select, $89 of California Quality and $48 of Insured California 2. (6) Includes compensation for service on the boards of the NAC Funds for the calendar year ended 1998. Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive committee of the Board of each Fund. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, are limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) or (ii) matters of administrative or ministerial nature. The executive committee of California Performance, California Opportunity, California Investment, California Select, California Quality and 7 11 Michigan Quality each held two meetings during its last fiscal year. The executive committee of the other funds each held one meeting during its last fiscal year. Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the dividend committee for each Fund. The dividend committee is authorized to declare distributions on the Funds' shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The dividend committee of each Fund held twelve meetings during its last fiscal year. Each Fund's Board has an audit committee composed of Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Peter R. Sawers, William J. Schneider and Judith M. Stockdale, Board Members who are not "interested persons" of the Fund. 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 of each Fund held two meetings during its last fiscal year. Nomination of those Board Members who are not "interested persons" of each Fund is committed to a nominating committee composed of the Board Members who are not "interested persons" of that Fund. It identifies and recommends individuals to be nominated for election as non-interested Board Members. The nominating committees of each Fund held one meeting during its last fiscal year. No policy or procedure has been established as to the recommendation of Board Member nominees by shareholders. The Board of each Fund, except California Value, held seven meetings during its last fiscal year. The Board of California Value held four meetings during its last fiscal year. During the last fiscal year, each Board Member attended 75% or more of each Fund's Board meetings and the committee meetings (if a member thereof). The following table sets forth information as of July 30, 1999 with respect to each executive officer of the Funds, other than Mr. Schwertfeger who is a Board Member and included in the table relating to nominees for the Board. Officers of the Funds receive no compensation from the Funds. The term of office of all officers will expire in July 2000.
- ------------------------------------------------------------------------------------------- POSITIONS WITH BUSINESS EXPERIENCE NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION - ------------------------------------------------------------------------------------------- Alan G. Berkshire 12/28/60 Vice President and Vice President and General Assistant Counsel (since September 1997) Secretary (since and Secretary (since May 1998) 1998) of The John Nuveen Company and John Nuveen & Co. Incorporated; Vice President (since September 1997, and Assistant Secretary (since July 1999) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp., prior thereto, Partner in the law firm of Kirkland & Ellis. Peter H. D'Arrigo 11/28/67 Vice President and Vice President of John Nuveen & Treasurer (since Co. Incorporated (since January 1999) 1999), prior thereto, Assistant Vice President (from January 1997); formerly Associate of John Nuveen & Co. Incorporated; Chartered Financial Analyst.
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- ------------------------------------------------------------------------------------------- POSITIONS WITH BUSINESS EXPERIENCE NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION - ------------------------------------------------------------------------------------------- Michael S. Davern 6/26/57 Vice President Vice President of Nuveen since 1997) Advisory Corp. (since January 1997); prior thereto, Vice President and Portfolio Manager of Flagship Financial Inc. (from September 1991 to January 1997). Lorna C. Ferguson 10/24/45 Vice President Vice President of John Nuveen & (since 1998) Co. Incorporated; Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. (since January 1998). William M. Fitzgerald 3/2/64 Vice President Vice President of Nuveen (since 1996) Advisory Corp. (since December 1995); prior thereto, Assistant Vice President of Nuveen Advisory Corp. (from September 1992 to December 1995); Chartered Financial Analyst. Stephen D. Foy 5/31/54 Vice President and Vice President of John Nuveen & Controller Co. Incorporated and (since May (since 1998) 1998) The John Nuveen Company; Certified Public Accountant. J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen (since 1991) Advisory Corp; Chartered Financial Analyst. Richard A. Huber 3/26/63 Vice President Vice President of Nuveen (since 1998) Institutional Advisory Corp. (since March 1998) and Nuveen Advisory Corp. (since January 1997); prior thereto, Vice President and Portfolio Manager of Flagship Financial Inc. Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen (since 1990) Advisory Corp. Larry W. Martin 7/27/51 Vice President Vice President, Assistant (since 1993) and Secretary and Assistant General Assistant Counsel of John Nuveen & Co. Secretary (since Incorporated; Vice President and each Fund's Assistant Secretary of Nuveen organization) Advisory Corp. and Nuveen Institutional Advisory Corp.; Assistant Secretary of The John Nuveen Company and (since January 1997) Nuveen Asset Management Inc. Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen (since 1996) Advisory Corp. and Nuveen Institutional Advisory Corp. (since September 1996); prior thereto, Assistant Vice President of Nuveen Advisory Corp. (from December 1993 to September 1996) and Nuveen Institutional Advisory Corp. (from May 1995 to September 1996); Chartered Financial Analyst.
9 13
- ------------------------------------------------------------------------------------------- POSITIONS WITH BUSINESS EXPERIENCE NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION - ------------------------------------------------------------------------------------------- Stephen S. Peterson 9/20/57 Vice President Vice President (since September (since 1997) 1997); Assistant Vice President (from September 1996 to September 1997) and, prior thereto, Portfolio Manager, of Nuveen Advisory Corp.; Chartered Financial Analyst. Stuart W. Rogers 5/1/56 Vice President Vice President of John Nuveen & (since 1997) Co. Incorporated. Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen (since each Fund's Advisory Corp. and Nuveen organization) Institutional Advisory Corp.; Chartered Financial Analyst. Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant (since 1993) and Secretary and Associate General Secretary (since Counsel, formerly Assistant 1998) General Counsel, of John Nuveen & Co. Incorporated; Vice President and Secretary (since July 1999) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Assistant Secretary of The John Nuveen Company; Chartered Financial Analyst. - -------------------------------------------------------------------------------------------
On July 30, 1999, Board Members and executive officers of the Funds did not beneficially own any of the Funds' Common Shares or shares of MuniPreferred. On July 30, 1999 Board Members and executive officers of the Funds as a group beneficially owned 382,576 common shares of all funds managed by the Adviser or Nuveen Institutional Advisory Corp. (includes Deferred Units and shares held by the executive officers in Nuveen's 401(k)/profit sharing plan, but excludes shares of money market funds). As of July 30, 1999, no shareholder owned more than 5% of any class of shares of any Fund. 2. SELECTION OF INDEPENDENT AUDITORS The members of each Fund's Board who are not "interested persons" of that Fund have unanimously selected Ernst & Young LLP, independent public accountants, as independent auditors, to audit the books and records for each Fund for its current fiscal year. Ernst & Young LLP has served each Fund in this capacity since that Fund was organized and has no direct or indirect financial interest in that Fund except as independent auditors. The selection of Ernst & Young LLP as independent auditors of each Fund is being submitted to the shareholders for ratification, which requires the affirmative vote of a majority of the shares of each Fund present and entitled to vote on the matter. A representative of Ernst & Young LLP is expected to be present at the Annual Meetings and will be available to respond to any appropriate questions raised at the Annual Meetings and to make a statement if he or she wishes. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS. 10 14 SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act") and Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act"), as amended, require each Fund's Board Members and officers, investment adviser, affiliated persons of the investment adviser and persons who own more than ten percent of a registered class of the Funds' equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund's shares with the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that during its last fiscal year all Section 16(a) filing requirements applicable to that Fund's Board Members and officers, investment adviser and affiliated persons of the investment adviser were complied with. INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as investment adviser and manager for each Fund. The Adviser is a wholly-owned subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is a subsidiary of The John Nuveen Company which in turn is approximately 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 2000, 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 17, 2000. 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 July 31, 2000. Timely submission of a proposal does not mean that such proposal will be included. EXPENSES OF PROXY SOLICITATION The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement, and all other costs in connection with the solicitation of proxies, will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter, telephone or telegraph by officers of each Fund, by officers or employees of John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and their representatives. FISCAL YEAR The last fiscal year for each Fund except for the California Funds was July 31, 1999 and for the California Funds was August 31, 1999. 11 15 ANNUAL REPORT DELIVERY Annual reports for the Funds fiscal year ended in 1998 were sent to shareholders of record of each Fund following each Fund's fiscal year end. The 1999 annual report for each Fund (except the California Funds) is expected to be available on or before September 29, 1999 and for the California Funds, on or before October 30, 1999. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787. GENERAL Management does not intend to present and does not have reason to believe that any other items of business will be presented at any Fund's Annual Meeting. However, if other matters are properly presented to the Annual Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund. A list of shareholders entitled to be present and to vote at each Fund's Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours for ten days prior to the date of that Annual Meeting. Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. Gifford R. Zimmerman Vice President and Secretary 12 16 NAZ1099 17 NUVEEN NUVEEN TX QUALITY INCOME MUNICIPAL FUND JOHN NUVEEN & CO., INC. ANNUAL MEETING OF SHAREHOLDERS 33 WEST WACKER DRIVE CHICAGO, IL 60606-1256 COMMON SHARES PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 13, 1999 The annual meeting of shareholders will be held Wednesday, October 13, 1999, at 10:00 a.m. Central Time, in the 31st Floor Conference Room of John Nuveen & Co. Incorporated, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Alan G. Berkshire, Larry W. Martin 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 13, 1999, or any adjournment or adjournments thereof. You are encouraged to specify your choices by marking the appropriate boxes. If you do not mark any boxes, your proxy will be voted "FOR all of the proposals. Please mark, sign, date and return this proxy card promptly using the enclosed envelope if you are not voting by telephone or over the Internet. To vote by telephone, please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com. In either case you will be asked to enter the control number on the right hand side of this proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 4 KEEP THIS PORTION FOR YOUR RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. - ------------------------------------------------------------------------------------------------------------------------------------ NUVEEN TX QUALITY INCOME MUNICIPAL FUND Common Shares Vote On Proposals 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. 1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] 01) Robert P. Bremner 02) Lawrence H. Brown 03) Anne E. Impellizzeri 04) Peter R. Sawers 05) Judith M. Stockdale 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR For Against Abstain [ ] [ ] [ ] 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
18 NUVEEN NUVEEN TX QUALITY INCOME MUNICIPAL FUND JOHN NUVEEN & CO., INC. ANNUAL MEETING OF SHAREHOLDERS 33 WEST WACKER DRIVE CHICAGO, IL 60606-1256 MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 13, 1999 The annual meeting of shareholders will be held Wednesday, October 13, 1999, at 10:00 a.m. Central Time, in the 31st Floor Conference Room of John Nuveen & Co. Incorporated, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Alan G. Berkshire, Larry W. Martin 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 13, 1999, or any adjournment or adjournments thereof. You are encouraged to specify your choices by marking the appropriate boxes. If you do not mark any boxes, your proxy will be voted "FOR all of the proposals. Please mark, sign, date and return this proxy card promptly using the enclosed envelope if you are not voting by telephone or over the Internet. To vote by telephone, please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com. In either case you will be asked to enter the control number on the right hand side of this proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 6 KEEP THIS PORTION FOR YOUR RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. NUVEEN TX QUALITY INCOME MUNICIPAL FUND Preferred Shares Vote On Proposals For Withhold For All To withhold authority to vote, mark "For All All Except All Except and write the nominee's number on the line below. 1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] 01) William J. Schneider 02) Timothy R. Schwertfeger 03) Robert P. Bremner 04) Lawrence H. Brown 05) Anne E. Impellizzeri 06) Peter R. Sawers 07) Judith M. Stockdale 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR For Against Abstain [ ] [ ] [ ] 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
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