NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND, DEF 14A, 1996-08-23

NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND
DEF 14A, 1996-08-23

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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 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/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / 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
OCTOBER 10, 1996 60606
(312) 917-7700
</TABLE>

NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND

August 23, 1996

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Arizona Premium Income Municipal Fund, Inc., Nuveen Michigan Premium Income
Municipal Fund, Inc. and Nuveen Ohio Quality Income Municipal Fund, Inc., each a
Minnesota corporation, and Nuveen Texas Quality Income Municipal Fund, 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 Thursday, October 10,
1996, at 10:00 a.m., Chicago time, for the following purposes:

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

1. To elect four (4) Board Members to serve until the next Annual Meeting
and until their successors shall have been duly elected and qualified.

2. To ratify the selection of Ernst & Young LLP as independent auditors for
the fiscal year ending July 31, 1997.

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

MATTER TO BE VOTED ON BY EACH FUND'S HOLDERS OF SHARES OF MUNICIPAL AUCTION RATE
CUMULATIVE PREFERRED ONLY:

To elect two (2) Board Members to serve until the next Annual Meeting and until
their successors shall have been duly elected and qualified.

Shareholders of record of each Fund at the close of business on August 12, 1996
are entitled to notice of and to vote at that Fund's Annual Meeting.

IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE THAT
YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON AT
YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

James J. Wesolowski
Secretary
<PAGE> 3

<PAGE> 4

<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
AUGUST 23, 1996 Chicago, Illinois
60606
(312) 917-7700
</TABLE>

NUVEEN ARIZONA PREMIUM 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 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 10, 1996 (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 four Board nominees to be elected by
all shareholders and the two Board nominees to be elected by holders of shares
of Municipal Auction Rate Cumulative Preferred ("MuniPreferred(R)"), as listed
in this Joint Proxy Statement, and FOR ratification of the selection of Ernst &
Young LLP as each Fund's 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 that Annual Meeting and voting in person.

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

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
MATTER COMMON SHARES MUNIPREFERRED
- ------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all Shareholders X X
(Lawrence Brown, Anthony Dean, Anne
Impellizzeri and
Peter Sawers nominated)
- ------------------------------------------------------------------------------
Election of Board Members by MuniPreferred X
only (Margaret Rosenheim and Timothy
Schwertfeger nominated)
- ------------------------------------------------------------------------------
Ratify Selection of Auditors X X
- ------------------------------------------------------------------------------
</TABLE>

1
<PAGE> 5

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, 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 inspector of election appointed for that Annual Meeting. The
inspector of election will determine whether or not a quorum is present at the
Annual Meeting. The inspector 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 other than Texas Quality, abstentions and broker
non-votes will have the same effect 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 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.

As of August 12, 1996, there were issued and outstanding: 4,280,555 common
shares and 1,200 shares of MuniPreferred, Series TH of Arizona Premium;
7,677,686 common shares and 840 shares of MuniPreferred, Series M and 1,400
shares of MuniPreferred, Series TH of Michigan Premium; 9,254,371 common shares
and 680 shares of MuniPreferred, Series M, 1,400 shares of MuniPreferred, Series
TH and 1,000 shares of MuniPreferred, Series TH2 of Ohio Quality; and 9,392,432
common shares and 760 shares of MuniPreferred, Series M and 2,000 shares of
MuniPreferred, Series TH of Texas Quality. Those persons who were shareholders
of record at the close of business on August 12, 1996 will be entitled to one
vote for each share held.

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about August 23, 1996.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting, six (6) Board Members are to be elected to serve
until the next Annual Meeting and until their successors shall have been duly
elected and qualified. Under the terms of each Fund's organizational documents,
under normal circumstances holders of MuniPreferred are entitled to elect two
(2) Board Members, and the remaining Board Members are to be elected by holders
of common shares and MuniPreferred, voting together as a single class. The
members of the Board and the nominees for election to the Board are the same for
each Fund. Table I below shows the nominated Board Members of each Fund to be
elected by holders of common shares and MuniPreferred, voting together as a
single class. Table II below shows the nominated Board Members of each Fund to
be elected by holders of MuniPreferred only. The affirmative vote of a majority
of the shares

2
<PAGE> 6

present and entitled to vote at the Annual Meeting of each Fund (except Texas
Quality) will be required to elect the Board Members of that Fund. For Texas
Quality, the affirmative vote of a plurality of the shares present and entitled
to vote at that Fund's Annual Meeting will be required to elect the Board
Members of that Fund.

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 or election, the proxies for each Fund will be
voted for one or more substitute nominees designated by that Fund's present
Board.

Tables I and II below show 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 managed by Nuveen Advisory Corp. (excluding money
market funds) that each nominee beneficially owned as of July 31, 1996. All of
the nominees, except Anthony T. Dean, were last elected to each Board at the
1995 Annual Meeting of Shareholders. Mr. Dean will be standing for election by
each Fund's shareholders for the first time at the Annual Meeting of
Shareholders. Mr. Dean was appointed to the Board of each Fund to fill a vacancy
that occurred upon the retirement of Richard J. Franke from John Nuveen & Co.
Incorporated and the Board of the Fund on June 30, 1996. Mr. Franke's
contributions to the Funds are greatly appreciated. There is currently one
vacancy on each Fund's Board. Each Fund's nominating committee is considering
candidates for that vacancy.

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

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<PAGE> 7

TABLE I
NOMINEES FOR EACH FUND TO BE ELECTED BY ALL SHAREHOLDERS

*Anthony T. Dean (51) 1996--All Funds 0 6,160
Board Member and President of
the Funds (since July 1996);
Director and (since July 1996)
President of The John Nuveen
Company, John Nuveen & Co.
Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.; prior thereto,
Executive Vice President of The
John Nuveen Company, John Nuveen
& Co. Incorporated, Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp.

Anne E. Impellizzeri (63) 1994--All Funds 0 2,000
Board Member of the Funds;
President and Chief Executive
Officer of Blanton-Peale
Institute (since December 1990);
prior thereto, Vice President of
New York City Partnership (from
1987 to 1990) and Vice President
of Metropolitan Life Insurance
Company (from 1980 to 1988).

Peter R. Sawers (63) 1991-- Ohio Quality, 0 8,395
Board Member of the Funds; Texas Quality
Adjunct Professor of Business 1992-- Arizona Premium,
and Economics, University of Michigan Premium
Dubuque, Iowa (since January
1991); Adjunct Professor, Lake
Forest Graduate School of
Management, Lake Forest,
Illinois (since January 1992);
prior thereto, Executive
Director, Towers Perrin
Australia (management
consultant); Chartered Financial
Analyst; Certified Management
Consultant.
</TABLE>

4
<PAGE> 8

TABLE II
NOMINEES FOR EACH FUND TO BE ELECTED BY HOLDERS OF
MUNIPREFERRED

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
FULL COMMON SHARES
BENEFICIALLY OWNED
JULY 31, 1996
-----------------------
NAME, AGE AND PRINCIPAL ALL
OCCUPATIONS OF YEAR FIRST ELECTED THE NUVEEN
NOMINEES AS OF JULY 31, 1996(1) OR APPOINTED A BOARD MEMBER FUNDS(2) FUNDS(3)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Margaret K. Rosenheim (69) 1991-- Ohio Quality, 0 5,405
Board Member of the Funds; Helen Texas Quality
Ross Professor of Social 1992-- Arizona Premium,
Welfare Policy, School of Social Michigan Premium
Service Administration,
University of Chicago.
*Timothy R. Schwertfeger (47) 1994--All Funds 0 96,472
Chairman (since July 1996) and
Board Member of the Funds
(since July 1994); Chairman
(since July 1996) and Director
of The John Nuveen Company, John
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.;
prior thereto Executive Vice
President of The John Nuveen
Company, John Nuveen & Co.
Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.
- ---------------------------------------------------------------------------------------
</TABLE>

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

(1) The Board Members are directors or trustees, as the case may be, of 21
Nuveen open-end funds and 53 Nuveen closed-end funds. In addition, Messrs. Dean
and Schwertfeger are board members of eight funds managed by Nuveen
Institutional Advisory Corp.

(2) No nominee beneficially owned, on July 31, 1996, any common shares or
MuniPreferred of the Funds.

(3) The number shown reflects the aggregate number of common shares beneficially
owned by the nominee in all of the funds managed by Nuveen Advisory Corp. and
referred to in note (1) above (excluding money market funds).

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
$45,000 annual retainer for serving as a director or trustee, as the case may
be, 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. The annual retainer, fees and expenses are
allocated among the funds managed by the Adviser on the basis of relative net
asset sizes. Each Fund has adopted a Directors' Deferred Compensation Plan
pursuant to which a Board Member of

5
<PAGE> 9
that Fund may elect to have all or a portion of the Board Member's fee deferred.
Board Members may defer fees for any calendar year by the execution of a
Participation Agreement prior to the beginning of the calendar year during which
the Board Member wishes to begin deferral.

The tables below show, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation paid by each Fund for its fiscal year
ended July 31, 1996 and the total compensation that Nuveen funds accrued for
each Board Member during the calendar year 1995, including any interest accrued
for Board Members on deferred compensation. The rate of earnings on deferred
compensation is equivalent to the average net earnings rate, computed on a
quarterly basis, on the shares of such Nuveen fund.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
TOTAL
COMPENSATION ON
NUVEEN FUNDS
ACCRUED FOR
AGGREGATE COMPENSATION FROM THE FUNDS BOARD
MEMBERS(1)
--------------------------------------------------------
ARIZONA MICHIGAN OHIO TEXAS
NAME OF BOARD MEMBER PREMIUM PREMIUM QUALITY QUALITY
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Lawrence H. Brown $317 $408 $481 $468 $55,500
Anne E. Impellizzeri 317 408 481 468 63,000
Margaret K. Rosenheim 328 429 508 494 62,322(2)
Peter R. Sawers 317 408 481 468 55,500
- ----------------------------------------------------------------------------------------
</TABLE>

(1) Includes compensation for service on the boards of 21 Nuveen open-end funds
and 53 Nuveen closed-end funds.

(2) Includes $1,572 in interest accrued on deferred compensation from prior
years.

Anthony T. Dean, Margaret K. Rosenheim and Timothy R. Schwertfeger serve as
members of the executive committee of the Board of each Fund. The executive
committee of each Fund, which meets between regular meetings of the Board, is
authorized to exercise all of the powers of the Board. The executive committee
of each Fund held thirteen meetings during the fiscal year ended July 31, 1996.

Each Fund's Board has an audit committee composed of Lawrence H. Brown, Anne E.
Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers, 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 the fiscal year ended July 31, 1996.

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. This committee identifies and recommends
individuals to be nominated for election as non-interested Board Members. The
nominating committee of each Fund held one meeting during the fiscal year ended
July 31, 1996. No policy or procedure has been established as to the
recommendation of Board Member nominees by shareholders.

Each Fund's Board held six meetings during the fiscal year ended July 31, 1996.
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).

6
<PAGE> 10

Each Fund has the same executive officers. The following table sets forth
information as of July 31, 1996 with respect to each executive officer of the
Funds, other than executive officers who are Board Members and reflected above.
Officers of the Funds receive no compensation from the Funds. The term of office
of all officers will expire at the first meeting of the Board of each Fund
following the Annual Meetings of Shareholders, which Board meeting is presently
scheduled to be held on October 24, 1996 for each Fund.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
POSITIONS AND OFFICES WITH
NAME, AGE AND PRINCIPAL OCCUPATIONS FUNDS
- ------------------------------------------------------------------------------
<S> <C>
William M. Fitzgerald, 32 Vice President (since 1996)
Vice President of Nuveen Advisory Corp. (Since
December, 1995); prior thereto, Assistant
Vice President (from September, 1992 to
December, 1995) and Assistant Portfolio
Manager (from June, 1988 to September, 1992)
of Nuveen Advisory Corp.; Chartered Financial
Analyst.
Kathleen M. Flanagan, 49 Vice President (since 1994)
Vice President of John Nuveen & Co.
Incorporated.
J. Thomas Futrell, 41 Vice President (since each
Vice President of Nuveen Advisory Corp.; Fund's organization)
Chartered Financial Analyst.
Steven J. Krupa, 38 Vice President (since each
Vice President of Nuveen Advisory Corp. Fund's organization)
Anna R. Kucinskis, 50 Vice President (since each
Vice President of John Nuveen & Co. Fund's organization)
Incorporated.
Larry W. Martin, 45 Vice President (since 1993) &
Vice President (since September 1992), Assistant Secretary (since
Assistant Secretary and Assistant General each Fund's organization)
Counsel of John Nuveen & Co. Incorporated;
Vice President (since May 1993) and Assistant
Secretary of Nuveen Advisory Corp.; Vice
President (since May 1993) and Assistant
Secretary (since January 1992) of Nuveen
Institutional Advisory Corp.; Assistant
Secretary (since February 1993) of The John
Nuveen Company; Director of Nuveen/Duff &
Phelps Investment Advisors (since January
1995).
O. Walter Renfftlen, 57 Vice President & Controller
Vice President and Controller of The John (since each Fund's
Nuveen Company (since March 1992), John organization)
Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory Corp.
Thomas C. Spalding, Jr., 45 Vice President (since each
Vice President of Nuveen Advisory Corp. and Fund's organization)
Nuveen Institutional Advisory Corp.;
Chartered Financial Analyst.
H. William Stabenow, 62 Vice President & Treasurer
Vice President and Treasurer of The John (since each Fund's
Nuveen Company (since March 1992), John organization)
Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory Corp.
(since January 1992).
</TABLE>

7
<PAGE> 11

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

On July 31, 1996, Board Members and executive officers of the Funds as a group
did not beneficially own any common shares or MuniPreferred of any Fund. On July
31, 1996, Board Members and executive officers of the Funds as a group
beneficially owned 198,045 common shares of all funds managed by the Adviser
(excluding money market funds). As of July 31, 1996, no person is known to the
Funds to have owned beneficially more than five percent of the common shares or
MuniPreferred of any Fund.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board who are not "interested persons" have
unanimously selected Ernst & Young LLP, independent public accountants, as
independent auditors, to audit the books and records of the Fund for the fiscal
year ending July 31, 1997. Ernst & Young LLP has served each Fund in this
capacity since the Fund was organized and has no direct or indirect financial
interest in the 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 the 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 REPORTING COMPLIANCE

Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and Board Members, 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 the fiscal year ended July 31, 1996, all Section 16(a)
filing requirements applicable to that Fund's officers and Board Members,
investment adviser and affiliated persons of the investment adviser were
complied with.

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<PAGE> 12

ANNUAL REPORT DELIVERY

Annual reports were sent to shareholders of record of each Fund following the
Fund's fiscal year end. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
JULY 31, 1995 ANNUAL REPORT AND ITS MORE RECENT SEMI-ANNUAL REPORT UPON REQUEST.
SUCH WRITTEN OR ORAL REQUEST SHOULD BE DIRECTED TO SUCH FUND AT 333 WEST WACKER
DRIVE, CHICAGO, ILLINOIS 60606 OR BY CALLING 1-800-257-8787. THE ANNUAL REPORT
FOR THE FISCAL YEAR ENDED JULY 31, 1996 IS EXPECTED TO BE AVAILABLE ON OR BEFORE
SEPTEMBER 29, 1996.

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. Nuveen acted as
co-managing underwriter for Arizona Premium, in its initial public offering of
common shares in November 1992 and January 1993 and its public offering of
MuniPreferred in March 1993; for Michigan Premium, in its initial public
offering of common shares in December 1992 and February 1993 and its public
offering of MuniPreferred in April 1993; for Ohio Quality, in its initial public
offering of common shares in October and November 1991 and its public offering
of MuniPreferred in February 1992; and for Texas Quality, in its initial public
offering of common shares in October and November 1991 and its public offering
of MuniPreferred in February 1992.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 1997, a shareholder proposal must be received at the
offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than April 25, 1997.

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. The Funds have engaged Tritech Services to assist in the
solicitation of proxies at a total estimated cost of $10,000.

GENERAL

Management does not intend to present and does not have reason to believe that
others will present any other items of business 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 upon such matters in accordance with the
judgment of the persons acting under the proxies.

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

9
<PAGE> 13

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.

James J. Wesolowski
Secretary

10
<PAGE> 14

NAZ1096
<PAGE> 15
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND PROXY BALLOT
COMMON SHARES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 10, 1996

The undersigned hereby appoints Anthony T. Dean, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the common shares of the
undersigned at the Annual Meeting of Shareholders of Nuveen Texas Quality
Income Municipal Fund, to be held on October 10, 1996, or any adjournment or
adjournments thereof:

1. Election of Trustees:
NOMINEES: Lawrence H. Brown, Anthony T. Dean, Anne E. Impellizzeri,
Peter R. Sawers.

2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending July 31, 1997.

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.

- ------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your Proxy will be voted in
accordance with the Board of Trustees' recommendations. Please sign, date and
return this Proxy card promptly using the enclosed envelope.
- -------------------------------------------------------------------------------

SEE REVERSE SIDE
NTX1096

<PAGE> 16
<TABLE>
<S><C>
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. /X/
- ----------------------------------------------------------------------------------------------------------------------------------
1. ELECTION OF TRUSTEES: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(SEE REVERSE FOR NOMINEES) all nominees to vote for all nominees for nominees indicated below:
-----------------------------
INSTRUCTIONS:
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the box on the right above AND write each
nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL / / / / / /
YEAR ENDING JULY 31, 1997.

3. 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 SPECIFICAITON IS MADE, SUCH SHARES WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.

Please be sure to sign and date this Proxy.

- --------------------------------
Shareholder sign here Date
- --------------------------------
Co-owner sign here Date

NOTE: Please sign exactly as your
name appears on this Proxy. If signing
for estates, trusts or corporations,
title or capacity should be stated.
If shares are held jointly, each holder
should sign.

/ / BK NAZ1096 NTX1096
</TABLE>
<PAGE> 17
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND PROXY BALLOT
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES M AND TH
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 10, 1996

The undersigned hereby appoints Anthony T. Dean, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the shares of Municipal
Auction Rate Cumulative Preferred Shares, Series M and TH, of the undersigned
at the Annual Meeting of Shareholders of Nuveen Texas Quality Income Municipal
Fund to be held on October 10, 1996, or any adjournment or adjournments thereof:

1. Election of Trustees:
NOMINEES: -- BY ALL SHAREHOLDERS: Lawrence H. Brown, Anthony T. Dean, Anne
E. Impellizzeri, Peter R. Sawers.
NOMINEES: -- BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
ONLY: Margaret K. Rosenheim, Timothy R. Schwertfeger.

2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending July 31, 1997.

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.

<PAGE> 18
<TABLE>
<S><C>
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. /X/
- ----------------------------------------------------------------------------------------------------------------------------------
1. ELECTION OF TRUSTEES: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(SEE REVERSE FOR NOMINEES) all nominees to vote for all nominees for nominees indicated below:
-----------------------------
INSTRUCTIONS:
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the box on the right above AND write each
nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL / / / / / /
YEAR ENDING JULY 31, 1997.

Please be sure to sign and date this Proxy.

- --------------------------------
Shareholder sign here Date
- --------------------------------
Co-owner sign here Date

NOTE: Please sign exactly as your
name appears on this Proxy. If signing
for estates, trusts or corporations,
title or capacity should be stated.
If shares are held jointly, each holder
should sign.

/ / BK NAZ1096 NTX1096
</TABLE>