NUVEEN INVESTMENT QUALITY MUNICIPAL FUND INC, DEF 14A, 1999-06-14

NUVEEN INVESTMENT QUALITY MUNICIPAL FUND INC
DEF 14A, 1999-06-14

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

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

NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
- --------------------------------------------------------------------------------
(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)(4) and
0-11.

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

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

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

(1) Amount previously paid:

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

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

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

(3) Filing party:

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

(4) Date filed:

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

<PAGE> 2

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 28, 1999 60606
(800) 257-8787
</TABLE>

NUVEEN MUNICIPAL VALUE FUND, INC.
NUVEEN MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN MUNICIPAL ADVANTAGE FUND, INC.
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC.
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2
NUVEEN SELECT MATURITIES MUNICIPAL FUND

JUNE 14, 1999

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Municipal Value Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund,
Inc. ("Municipal Income"), Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc.,
Nuveen Municipal Market Opportunity Fund, Inc., Nuveen Investment Quality
Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc., Nuveen Select
Quality Municipal Fund, Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen
Insured Municipal Opportunity Fund, Inc., Nuveen Premier Municipal Income Fund,
Inc., Nuveen Premier Insured Municipal Income Fund, Inc. and Nuveen Premium
Income Municipal Fund 2, Inc., each a Minnesota corporation and Nuveen Insured
Premium Income Municipal Fund 2 and Nuveen Select Maturities Municipal Fund
("Select Maturities"), each a Massachusetts business trust (individually, a
"Fund" and, collectively, the "Funds"), will be held in the Grand Ballroom of
the Hotel Inter-Continental, 505 North Michigan, Chicago, Illinois, on
Wednesday, July 28, 1999, at 10:30 a.m., Chicago time, for the following
purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:

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

a. For each Fund except Municipal Value, Municipal Income and Select
Maturities, 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

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

b. For Municipal Value and Municipal Income, to elect one (1) Board
Member for a three year term and until a successor shall have been duly
elected and qualified.

c. For Select Maturities, to elect seven (7) Board Members to serve
until the next Annual Meeting and until their successors shall have been
duly elected and qualified.
<PAGE> 3

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 June 1, 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
<PAGE> 4

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

June 14, 1999

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 Municipal Value
Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund, Inc. ("Municipal
Income"), Nuveen Premium Income Municipal Fund, Inc. ("Premium Income"), Nuveen
Performance Plus Municipal Fund, Inc. ("Performance Plus"), Nuveen Municipal
Advantage Fund, Inc. ("Municipal Advantage"), Nuveen Municipal Market
Opportunity Fund, Inc. ("Municipal Market Opportunity"), Nuveen Investment
Quality Municipal Fund, Inc. ("Investment Quality"), Nuveen Insured Quality
Municipal Fund, Inc. ("Insured Quality"), Nuveen Select Quality Municipal Fund,
Inc. ("Select Quality"), Nuveen Quality Income Municipal Fund, Inc. ("Quality
Income"), Nuveen Insured Municipal Opportunity Fund, Inc. ("Insured Municipal
Opportunity"), Nuveen Premier Municipal Income Fund, Inc. ("Premier Municipal"),
Nuveen Premier Insured Municipal Income Fund, Inc. ("Premier Insured"), Nuveen
Premium Income Municipal Fund 2, Inc. ("Premium Income 2"), Nuveen Insured
Premium Income Municipal Fund 2 ("Insured Premium Income 2") and Nuveen Select
Maturities Municipal Fund ("Select Maturities") (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 July 28, 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 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.
<PAGE> 5

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
COMMON MUNI
MATTER SHARES PREFERRED(1)
- ----------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all shareholders (except
Municipal Value, Municipal Income, and Select Maturities)
(Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri,
Peter R. Sawers and Judith M. Stockdale nominated) X X
Election of Board Members by MuniPreferred only (except
Municipal Value, Municipal Income and Select Maturities)
(William J. Schneider and Timothy R. Schwertfeger nominated) N/A X
Election of a Board Member for Municipal Value and Municipal
Income by all shareholders (Anne E. Impellizzeri nominated) X N/A
Election of Board Members for Select Maturities by all
shareholders (Robert P. Bremner, Lawrence H. Brown, Anne E.
Impellizzeri, Peter R. Sawers, William J. Schneider, Timothy
R. Schwertfeger and Judith M. Stockdale nominated) X N/A
Ratification of the Selection of Auditors X X
- ----------------------------------------------------------------------------------
</TABLE>

(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
Municipal Income, Municipal Value and Select Maturities), 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 Select Maturities and Insured Premium
Income 2), 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 Select Maturities and Insured
Premium Income 2, 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.

Those persons who were shareholders of record at the close of business on June
1, 1999 will be entitled to one vote for each share held. As of June 1, 1999,
shares of the Funds were issued and outstanding as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- ------------------------------------------------------------
<S> <C> <C> <C>
Municipal Value 194,959,522 N/A
Municipal Income 7,959,384 N/A
Premium Income 63,785,431 3,800 Series M
2,000 Series M2
3,800 Series T
3,800 Series W
3,800 Series TH
3,800 Series F
Performance Plus 59,834,385 4,000 Series M
4,000 Series T
4,000 Series W
4,000 Series F
Municipal 42,829,646 3,000 Series M
Advantage 3,000 Series T
3,000 Series W
2,320 Series TH
3,000 Series F
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- ------------------------------------------------------------
<S> <C> <C> <C>
Municipal Market 45,381,310 4,000 Series M
Opportunity 4,000 Series T
3,200 Series W
4,000 Series F
Investment Quality 35,703,930 2,500 Series M
2,500 Series T
2,500 Series W
2,040 Series TH
2,500 Series F
Insured Quality 37,799,248 2,600 Series M
2,600 Series T
2,600 Series W
2,320 Series TH
2,600 Series F
Select Quality 33,887,475 2,000 Series M
2,000 Series T
2,800 Series W
1,560 Series TH
2,800 Series F
</TABLE>

2
<PAGE> 6

<TABLE>
<CAPTION>
- ------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- ------------------------------------------------------------
<S> <C> <C> <C>
Quality Income 54,023,158 3,000 Series M
3,000 Series T
3,000 Series W
2,080 Series W2
4,000 Series TH
3,000 Series F
Insured Municipal 81,003,725 4,000 Series M
Opportunity 4,000 Series T
4,000 Series W
3,200 Series W2
4,000 Series TH1
4,000 Series TH2
4,000 Series F
Premier Municipal 20,013,216 2,800 Series T
2,800 Series TH
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- ------------------------------------------------------------
<S> <C> <C> <C>
Premier Insured 19,274,161 2,800 Series TH
2,800 Series F
Premium Income 2 41,025,547 2,000 Series M
3,000 Series T
2,000 Series W
3,000 Series TH
2,000 Series F
1,880 Series F2
Insured Premium 37,253,960 2,080 Series M
Income 2 2,200 Series T
2,080 Series W
2,200 Series TH
2,196 Series F
Select Maturities 12,380,786 N/A
</TABLE>

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

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about June 14, 1999.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except Municipal Value and Municipal Income),
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 Municipal Value, Municipal
Income and Select Maturities) under normal circumstances holders of
MuniPreferred are entitled to elect two (2) Board Members, and the remaining
Board Members are to be elected by holders of Common Shares and MuniPreferred,
voting together as a single class. Pursuant to the organizational documents of
Municipal Value and Municipal Income the Board is divided into three classes,
with each class being elected to serve a term of three years. For Municipal
Value and Municipal Income, one (1) Board Member is to be elected at this
meeting to serve for a three year term.

FOR PREMIUM INCOME, PERFORMANCE PLUS, MUNICIPAL ADVANTAGE, MUNICIPAL MARKET
OPPORTUNITY, INVESTMENT QUALITY, INSURED QUALITY, SELECT QUALITY, QUALITY
INCOME, INSURED MUNICIPAL OPPORTUNITY, PREMIER MUNICIPAL, PREMIER INSURED,
PREMIUM INCOME 2, AND INSURED PREMIUM INCOME 2. 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 MuniPreferred. The five
remaining Board Members are to be elected by holders of 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 MUNICIPAL VALUE AND MUNICIPAL INCOME. The Boards of Municipal Value and
Municipal Income have designated Ms. Impellizzeri as a Class II and Class I
Board Member, respectively, and as a nominee for Board Member for a term
expiring at the Annual Meeting of Shareholders in 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 and Class II Board Members of Municipal Value and
Municipal Income, respectively, expires in 2000. The term of Lawrence H. Brown,
Peter R. Sawers and Timothy R. Schwertfeger as Class I and Class III Board
Members, of Municipal Value and Municipal Income, respectively, expires in 2001.

FOR SELECT MATURITIES. Messrs. Bremner, Brown, Sawers, Schneider and
Schwertfeger and Mses. Impellizzeri and Stockdale are to be elected by all
shareholders.

The affirmative vote of a majority of the shares present and entitled to vote at
the Annual Meeting (except for Select Maturities and Insured Premium Income 2)
will be required to elect Board Members of that Fund. For Select Maturities and
Insured Premium Income 2, 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 age, 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 April 30, 1999. All of the nominees were last elected
to the Board at the 1998 annual meeting of shareholders except for Municipal
Value and

3
<PAGE> 7

Municipal Income which only elected Class I and Class III Board Members,
respectively. Currently there is a vacancy on the 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.

BOARD NOMINEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED ON
APRIL 30, 1999
---------------------------------------------------
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL
OCCUPATION OF NOMINEES AS OF OR APPOINTED NUVEEN
APRIL 30, 1999(1) A BOARD MEMBER THE FUNDS(2) FUNDS(3)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Bremner, 58 (4) 1997--All Funds 7,223 Performance Plus 12,429
Board Member of the Funds; private
investor and management
consultant.
Lawrence H. Brown, 64 (5) 1993--All Funds 815 Insured Municipal Opportunity 7,265
Board Member of the Funds; retired 881 Quality Income
in August 1989 as Senior Vice 1,101 Select Maturities
President of The Northern Trust
Company (banking and trust
industry).
Anne E. Impellizzeri, 66 (6) 1994--All Funds 1,000 Insured Municipal Opportunity 3,648
Board 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, 66 (5) 1991--All Funds, 2,211 Municipal Income 12,768
Board Member of the Funds; Adjunct except Premium 1,525 Municipal Advantage
Professor of Business and Income 2, Select 1,525 Insured Quality
Economics, University of Dubuque, Maturities and 2,014 Select Maturities
Iowa; Adjunct Professor, Lake Insured Premium
Forest Graduate School of Income 2
Management, Lake Forest, Illinois; 1992--Premium
Chartered Financial Analyst; Income 2 and
Certified Management Consultant. Select Maturities
1993--Insured
Premium Income 2
William J. Schneider, 54 (4)(7) 1997--All Funds 0
Board 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.
39,790
*Timothy R. Schwertfeger, 50 (5)(7) 1994--All Funds 16,414 Municipal Value 228,440
Chairman of the Board of the Funds 17,382 Premium Income
(since July 1996), Trustee and 5,000 Performance Plus
President of the Funds advised by 5,000 Select Quality
Nuveen Institutional Advisory 5,000 Municipal Advantage
Corp. (since July 1996); Chairman 5,000 Insured Municipal Opportunity
(since July 1996), 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).
</TABLE>

4
<PAGE> 8

(*) "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 June 1, 1999, the Board Members and nominees were board members of 36
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) These persons have sole voting power and sole investment power, except that
Mr. Schwertfeger and Ms. Stockdale's shares are held jointly with their
respective spouses. Mr. Brown's shares are held in a revocable trust. All
shares listed for Mr. Bremner are owned by his spouse. Mr. Bremner disclaims
beneficial ownership of these shares.

(3) The number shown reflects the aggregate number of common shares beneficially
owned in all of the NAC and NIAC Funds referred to in note (1) above
(excluding money market funds). Includes share equivalents of certain Nuveen
Funds in which the Board Member is deemed to be invested pursuant to the
Funds' Deferred Compensation Plan ("Deferred Units"), as more fully
described below. Also includes shares held by Mr. Schwertfeger in Nuveen's
401(k)/profit sharing plan.

(4) Messrs. Bremner and Schneider and Ms. Stockdale are continuing Class III and
Class II Board Members of Municipal Value and Municipal Income,
respectively, whose term will expire in 2000.

(5) Messrs. Brown, Sawers and Schwertfeger are Class I and Class III Board
Members of Municipal Value and Municipal Income, respectively, and have been
nominated for a term to expire in 2001.

(6) Ms. Impellizzeri is a continuing Class II and Class I Board Member of
Municipal Value and Municipal Income, respectively, whose term, should she
be elected again at this meeting, will expire in 2002.

(7) Messrs. Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds except Municipal Value, Municipal
Income and Select Maturities.

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 Funds. Each
Independent Board Member, other than Mr. Brown, has elected to defer at least a
portion of their fees. Select Maturities is not a Participating Fund. As the
Plan went into effect after the end of the Funds' fiscal year end, no
compensation for the Fund's most recent fiscal year end was deferred.

5
<PAGE> 9

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.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
- ---------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET
NAME OF BOARD MEMBER VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Bremner $2,363 $255 $1,764 $1,,600 $1,220 $1,271
Lawrence H. Brown 2,601 266 1,938 1,756 1,335 1,391
Anne E. Impellizzeri 2,363 255 1,764 1,600 1,220 1,271
Peter R. Sawers 2,363 255 1,764 1,600 1,220 1,271
William J. Schneider 2,363 255 1,764 1,600 1,220 1,271
Judith M. Stockdale 2,363 255 1,764 1,600 1,220 1,271

<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
- --------------------- ----------------------------------------

INVESTMENT INSURED SELECT QUALITY
NAME OF BOARD MEMBER QUALITY QUALITY QUALITY INCOME
- --------------------- ----------------------------------------
<S> <C> <C> <C> <C>
Robert P. Bremner $1,050 $1,095 $ 994 $1,523
Lawrence H. Brown 1,147 1,197 1,085 1,671
Anne E. Impellizzeri 1,050 1,095 994 1,523
Peter R. Sawers 1,050 1,095 994 1,523
William J. Schneider 1,050 1,095 994 1,523
Judith M. Stockdale 1,050 1,095 994 1,523
</TABLE>
<TABLE>
<CAPTION>

AGGREGATE COMPENSATION FROM THE FUNDS
- --------------------------------------------------------------------
INSURED
MUNICIPAL PREMIER PREMIER
NAME OF BOARD MEMBER OPPORTUNITY MUNICIPAL INSURED
- --------------------------------------------------------------------
<S> <C> <C> <C>
Robert P. Bremner $2,221 $648 $643
Lawrence H. Brown 2,444 702 696
Anne E. Impellizzeri 2,221 648 643
Peter R. Sawers 2,221 648 643
William J. Schneider 2,221 648 643
Judith M. Stockdale 2,221 648 643
- --------------------------------------------------------------------

<CAPTION>
TOTAL COMPENSATION
NUVEEN FUNDS
ACCRUED FOR BOARD
AGGREGATE AGGREGATE COMPENSATION FROM THE FUNDS
- ------------------------- -----------------------------------------------------------
INSURED
PREMIUM PREMIUM SELECT
NAME OF BOARD MEMBER INCOME 2 INCOME 2 MATURITIES
- ------------------------- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Bremner $1,200 $1,017 $251 $71,500
Lawrence H. Brown 1,313 1,110 270 79,100
Anne E. Impellizzeri 1,200 1,017 251 71,500
Peter R. Sawers 1,200 1,017 251 72,000
William J. Schneider 1,200 1,017 251 71,500
Judith M. Stockdale 1,200 1,017 251 72,000
- -------------------------
</TABLE>

(1) 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 each Fund did not hold any meetings.

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 fourteen meetings (twelve for Select
Maturities) 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." 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 Select Maturities, held five meetings during its
last fiscal year. The Board of Select Maturities held six 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 April 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 1999. The Board will consider

6
<PAGE> 10

the election of officers at the Board meeting to be held after the Funds' Annual
Meeting, to serve until July 2000 and as set forth in each Fund's by-laws.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
NAME AGE POSITIONS WITH FUNDS BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATION
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alan G. Berkshire 38 Vice President and Assistant Secretary Vice President and General Counsel (since
(since 1998) September 1997) and Secretary (since May
1998) of The John Nuveen Company, John
Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory
Corp.; prior thereto, Partner in the law
firm of Kirkland & Ellis.
Peter H. D'Arrigo 31 Vice President and Treasurer (since Vice President of John Nuveen & Co.
1999) Incorporated (since January 1999), prior
thereto, Assistant Vice President (from
January 1997); formerly Associate of John
Nuveen & Co. Incorporated; Chartered
Financial Analyst.
Michael S. Davern 41 Vice President Vice President of Nuveen Advisory Corp.
(since 1997) (since January 1997); prior thereto, Vice
President and Portfolio Manager of Flagship
Financial Inc. (from September 1991 to
January 1997).
Lorna C. Ferguson 53 Vice President Vice President of John Nuveen & Co.
(since 1998) Incorporated; Vice President of Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp. (since January 1998).
William M. Fitzgerald 35 Vice President Vice President of Nuveen Advisory Corp.
(since 1996) (since December 1995); prior thereto,
Assistant Vice President of Nuveen Advisory
Corp. (from September 1992 to December
1995); Chartered Financial Analyst.
Stephen D. Foy 44 Vice President and Controller (since Vice President of John Nuveen & Co.
1998) Incorporated and (since May 1998) The John
Nuveen Company; Certified Public Accountant.
J. Thomas Futrell 43 Vice President Vice President of Nuveen Advisory Corp;
(since 1991) Chartered Financial Analyst.
Richard A. Huber 36 Vice President Vice President of Nuveen Institutional
(since 1998) 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 41 Vice President Vice President of Nuveen Advisory Corp.
(since 1990)
Larry W. Martin 47 Vice President (since 1993) and Vice President, Assistant Secretary and
Assistant Secretary (since 1988) Assistant General Counsel of John Nuveen &
Co. Incorporated; Vice President and
Assistant Secretary of Nuveen 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 33 Vice President Vice President of Nuveen Advisory Corp. and
(since 1996) Nuveen Institutional Advisory Corp. (since
September 1996); prior thereto, Assistant
Vice President of Nuveen Advisory Corp.
(from December 1993 to September 1996) and
Nuveen Institutional Advisory Corp. (from
May 1995 to September 1996); Chartered
Financial Analyst.
Stephen S. Peterson 41 Vice President Vice President (since September 1997);
(since 1997) Assistant Vice President (from September
1996 to September 1997) and Portfolio
Manager prior thereto, of Nuveen Advisory
Corp.; Chartered Financial Analyst.
Stuart W. Rogers 42 Vice President Vice President of John Nuveen & Co.
(since 1997) Incorporated.
Thomas C. Spalding, Jr. 47 Vice President (since each Fund's Vice President of Nuveen Advisory Corp. and
organization) Nuveen Institutional Advisory Corp.;
Chartered Financial Analyst.
William S. Swanson 33 Vice President (since 1998) Vice President of John Nuveen & Co.
Incorporated (since October 1997), Assistant
Vice President (from September 1996 to
October 1997); formerly, Associate of John
Nuveen & Co. Incorporated; Chartered
Financial Analyst.
</TABLE>

7
<PAGE> 11

On April 30, 1999, Board Members and executive officers of the Funds as a group
beneficially owned the following Fund shares (which, in each case, is less than
1% of the outstanding shares):

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
FUND COMMON SHARES
- -----------------------------------------------------------------------------
<S> <C>
Municipal Value 16,414
Municipal Income 2,211
Premium Income 17,382
Performance Plus 12,223
Municipal Advantage 6,525
Municipal Market Opportunity 0
Investment Quality 0
Insured Quality 6,070
Select Quality 5,000
Quality Income 881
Insured Municipal Opportunity 13,596
Premier Municipal 300
Premier Insured 0
Premium Income 2 0
Insured Premium Income 2 0
Select Maturities 3,115
- -----------------------------------------------------------------------------
</TABLE>

On April 30, 1999, Board Members and executive officers of the Funds did not
beneficially own any shares of MuniPreferred. On April 30, 1999, Board Members
and executive officers of the Funds as a group beneficially owned 378,547 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 June 1, 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.

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
except that a late filing was made on Form 5 on behalf of Anthony T. Dean, a
retired Board Member, in connection with an additional purchase of shares of
Municipal Market Opportunity.

8
<PAGE> 12

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 February 14, 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 April 30, 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 Select Maturities was October 31, 1998
and for Select Maturities was May 31, 1999.

ANNUAL REPORT DELIVERY

Annual reports were sent to shareholders of record of each Fund following each
Fund's fiscal year end. 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 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

9
<PAGE> 13

NUV799
<PAGE> 14
[NUVEEN LOGO]
JOHN NUVEEN & CO., INC.
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1286

NUVEEN

NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS

COMMON STOCK

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS, JULY 28, 1999

The annual meeting of shareholders will be held Wednesday, July 28, 1999, at
10:30 a.m. Central Time, in the Grand Ballroom of the Hotel Inter-Continental,
505 North Michigan Avenue, 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 July 28,
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

[CONTROL NUMBER]

- --------------------------------------------------------------------------------
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
Common Stock

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).

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<TABLE>
<S> <C> <C> <C> <C> <C>
Proposal 1. ELECTION OF NOMINEES TO THE BOARD
(01) Robert P Bremner To withhold authority to vote for an
(02) Lawrence H. Brown FOR WITHHOLD FOR ALL individual nominee mark the box "For All
(03) Anne E. Impellizzeri ALL ALL EXCEPT Except" and write the nominee's number on
(04) Peter R. Sawers / / / / / / the line below
(05) Judith M. Stockdale
------------------------------------------

Proposal 2. Ratification of the selection of
Ernst & Young LLP as independent FOR AGAINST ABSTAIN
auditors for the current fiscal year / / / / / /
</TABLE>

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

<PAGE> 15

[NUVEEN LOGO]
JOHN NUVEEN & CO., INC.
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1286

NUVEEN

NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS, JULY 28, 1999

[CONTROL NUMBER]

- --------------------------------------------------------------------------------
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
Preferred Stock: Series M T, W, TH and F

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<TABLE>
<S> <C> <C> <C> <C> <C>
Proposal 1. ELECTION OF NOMINEES TO THE BOARD
(01) William J. Schneider To withhold authority to vote for an
(02) Timothy R. Schwertfeger FOR WITHHOLD FOR ALL individual nominee mark the box "For All
(03) Robert P Bremner ALL ALL EXCEPT Except" and write the nominee's number on
(04) Lawrence H. Brown / / / / / / the line below
(05) Anne E. Impellizzeri
(06) Peter R. Sawers ------------------------------------------
(07) Judith M. Stockdale

Proposal 2. Ratification of the selection of
Ernst & Young LLP as independent FOR AGAINST ABSTAIN
auditors for the current fiscal year / / / / / /
</TABLE>

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

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

- ------------------------------------------- ----------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date