-----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, R/kymEfCqpUiUIlOB3NCaI+c1hkVWgIC/IhUqEB+IsksVNzkf035Xn7gWG/Bm+v8 4zCHqGXLLMzbgl55vI88wg== 0000950137-02-005517.txt : 20021023 0000950137-02-005517.hdr.sgml : 20021023 20021023171342 ACCESSION NUMBER: 0000950137-02-005517 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021121 FILED AS OF DATE: 20021023 EFFECTIVENESS DATE: 20021023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND INC CENTRAL INDEX KEY: 0000885711 IRS NUMBER: 363839891 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06620 FILM NUMBER: 02796422 BUSINESS ADDRESS: STREET 1: 333 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129177810 MAIL ADDRESS: STREET 1: NUVEEN INVESTMENTS STREET 2: 333 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND INC DATE OF NAME CHANGE: 19920929 DEF 14A 1 c72264kdef14a.txt DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)). [X] Definitive Proxy Statement. [ ] Definitive Additional Materials. [ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12 NUVEEN INSURED CALIFORNIA PREMIUM INCOME 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: - -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING 333 West Wacker Drive OF SHAREHOLDERS -- Chicago, Illinois NOVEMBER 21, 2002 60606 (800) 257-8787
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH) NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC) NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO) NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA) NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP) NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU) NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC) NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC) NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC) NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL) NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF) NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF) NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL) October 23, 2002 TO THE SHAREHOLDERS OF THE ABOVE FUNDS: Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen California Dividend Advantage Municipal Fund, Nuveen California Dividend Advantage Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund 3, Nuveen California Premium Income Municipal Fund, Nuveen Florida Investment Quality Municipal Fund, Nuveen Florida Quality Income Municipal Fund and Nuveen Insured Florida Premium Income Municipal Fund, each a Massachusetts business trust, and Nuveen California Investment Quality Municipal Fund, Inc., Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen California Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance Plus Municipal Fund, Inc., Nuveen California Quality Income Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc. and Nuveen Insured California Premium Income Municipal Fund 2, Inc., each a Minnesota corporation (individually, a "Fund" and, collectively, the "Funds"), will be held in the 31st floor conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Thursday, November 21, 2002, at 10:00 a.m., Chicago time, for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting: MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND: 1. To elect 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 (ii) two (2) Board Members to be elected by the holders of MuniPreferred only, voting separately as a single class. b. For California Value, to elect one (1) Board Member for a three year term or until the successor has been duly elected and qualified. 2. To transact such other business as may properly come before the Annual Meeting. Shareholders of record of each Fund at the close of business on September 24, 2002 are entitled to notice of and to vote at that Fund's Annual Meeting. ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER THE CONTROL NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. Gifford R. Zimmerman Vice President and Secretary JOINT PROXY STATEMENT 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 October 23, 2002
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX) NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH) NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC) NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO) NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA) NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP) NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU) NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC) NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC) NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC) NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL) NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF) NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF) NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL) 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 California Dividend Advantage Municipal Fund ("California Dividend"), Nuveen California Dividend Advantage Municipal Fund 2 ("California Dividend 2"), Nuveen California Dividend Advantage Municipal Fund 3 ("California Dividend 3"), Nuveen California Investment Quality Municipal Fund, Inc. ("California Investment"), Nuveen California Municipal Market Opportunity Fund, Inc. ("California Opportunity"), Nuveen California Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance Plus Municipal Fund, Inc. ("California Performance"), Nuveen California Premium Income Municipal Fund ("California Premium"), Nuveen California Quality Income Municipal Fund, Inc. ("California Quality"), Nuveen California Select Quality Municipal Fund, Inc. ("California Select"), Nuveen Insured California Premium Income Municipal Fund, Inc. ("Insured California") and Nuveen Insured California Premium Income Municipal Fund 2, Inc. ("Insured California 2") (the aforementioned California Funds will be referred to collectively as the "California Funds"), Nuveen Florida Investment Quality Municipal Fund ("Florida Investment"), Nuveen Florida Quality Income Municipal Fund ("Florida Quality") and Nuveen Insured Florida Premium Income Municipal Fund ("Insured Florida"), (the aforementioned Florida Funds will be referred to collectively as the "Florida Funds"), (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 November 21, 2002 (for each Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all adjournments thereof. 1 On the matters coming before each Fund's Annual Meeting as to which a choice has been specified by the shareholders of that Fund on the proxy, the shares of that Fund will be voted accordingly. If no choice is so specified, the shares of each Fund will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders of any Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. This Joint Proxy Statement is first being mailed to shareholders of the Funds on or about October 23, 2002. The Board of each Fund has determined that the use of this Joint Proxy Statement for each Fund's Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders. Shareholders of each Fund will vote separately on each proposal relating to their Fund, and a vote on a proposal by the shareholders of one Fund will not affect the vote on the proposal by the shareholders of another Fund. The following table indicates which shareholders are solicited with respect to each matter:
- ----------------------------------------------------------------------------------- MATTER COMMON SHARES MUNIPREFERRED(1) - ----------------------------------------------------------------------------------- 1a(i) Election of Board Members by all X X shareholders (except California Value) (Lawrence H. Brown, Robert P. Bremner, Anne E. Impellizzeri, Peter R. Sawers and Judith M. Stockdale nominated) - ----------------------------------------------------------------------------------- a(ii) Election of Board Members by N/A X MuniPreferred only (except California Value) (William J. Schneider and Timothy R. Schwertfeger nominated) - ----------------------------------------------------------------------------------- b. Election of Board Member for California X N/A Value by all shareholders (Anne E. Impellizzeri nominated) - -----------------------------------------------------------------------------------
(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Shares." A quorum of shareholders is required to take action at each Fund's Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees to be elected by holders of MuniPreferred of 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 each Fund (except California Dividend, California Dividend 2, California Dividend 3, California Premium, Florida Investment, Florida Quality and Insured Florida, the "Massachusetts Business Trusts"), abstentions and broker non-votes will be treated as shares voted 2 against the election of Board Members. For the Massachusetts Business Trusts, abstentions and broker non-votes will have no effect on the election of Board Members. The details of the proposal to be voted on by the shareholders of each Fund and the vote required for approval of the proposal are set forth under the description of the proposal below. Those persons who were shareholders of record at the close of business on September 24, 2002 will be entitled to one vote for each share held. As of September 24, 2002, the shares of the Funds were issued and outstanding as follows:
- --------------------------------------------------------------------------------------- FUND SYMBOL* COMMON SHARES MUNIPREFERRED - --------------------------------------------------------------------------------------- California Dividend NAC 23,412,013 3,500 Series TH 3,500 Series F California Dividend 2 NVX 14,790,660 2,200 Series M 2,200 Series F California Dividend 3 NZH 24,112,833 3,740 Series M 3,740 Series TH California Investment NQC 13,580,232 3,600 Series M 880 Series W California Opportunity NCO 8,154,681 2,200 Series W 520 Series F California Value NCA 25,241,808 N/A California Performance NCP 12,965,767 1,800 Series T 640 Series W 1,800 Series F California Premium NCU 5,774,216 1,720 Series M California Quality NUC 21,956,097 1,400 Series M 3,000 Series W 3,000 Series F California Select NVC 23,096,654 2,400 Series T 1,680 Series W 3,600 Series TH Insured California NQF 6,438,911 1,800 Series T Insured California 2 NUF 12,653,932 1,900 Series T 1,900 Series TH Florida Investment NPC 16,466,824 3,080 Series T 2,200 Series F Florida Quality NCL 14,200,759 1,700 Series M 1,700 Series TH 1,280 Series F Insured Florida NFL 14,312,032 1,640 Series W 2,800 Series TH - ---------------------------------------------------------------------------------------
* The common shares of all the Funds are listed on the New York Stock Exchange with the exception of California Dividend 2, California Dividend 3 and California Premium which are listed on the American Stock Exchange. This Joint Proxy Statement is first being mailed to shareholders of the Funds on or about October 23, 2002. 3 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 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. A. FOR CALIFORNIA DIVIDEND, CALIFORNIA DIVIDEND 2, CALIFORNIA DIVIDEND 3, CALIFORNIA INVESTMENT, CALIFORNIA OPPORTUNITY, CALIFORNIA PERFORMANCE, CALIFORNIA PREMIUM, CALIFORNIA QUALITY, CALIFORNIA SELECT, INSURED CALIFORNIA, INSURED CALIFORNIA 2, FLORIDA INVESTMENT, FLORIDA QUALITY AND INSURED FLORIDA. (i) Five Board Members are to be elected by holders of Common Shares and the MuniPreferred, voting together as a single class. Board Members Bremner, Brown, Impellizzeri, Sawers and Stockdale are nominees for election by all shareholders. (ii) Holders of MuniPreferred are entitled to elect two of the Board Members. William J. Schneider and Timothy R. Schwertfeger are nominees for election by holders of MuniPreferred. B. FOR CALIFORNIA VALUE. The Board of California Value has designated Anne E. Impellizzeri as the Class II Board Member, and as nominee for Board Member for a term expiring at the Annual Meeting of Shareholders in 2005, and until a successor has been duly elected and qualified. The remaining Board Members, Brown, Bremner, Sawers, Schneider, Schwertfeger and Stockdale, are current and continuing Board Members. The terms of Robert P. Bremner, William J. Schneider and Judith M. Stockdale as Class III Board Members of California Value expire in 2003. The terms of Lawrence H. Brown, Peter R. Sawers and Timothy R. Schwertfeger as Class I Board Members of California Value expire in 2004. The affirmative vote of a majority of the shares of a Fund present and entitled to vote at the Annual Meeting (except for the Massachusetts Business Trusts) will be required to elect Board Members of that Fund. For Massachusetts Business Trusts, 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 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. All of the nominees were last elected to the Board at the 2001 annual meeting of shareholders except for California Value which only elected Class I Board Members. 4 Other than Mr. Schwertfeger, none of the Board Members have ever been a director or an employee of Nuveen Investments or any affiliate. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED BELOW. BOARD NOMINEES - --------------------------------------------------------------------------------
NUMBER OF POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS PORTFOLIOS IN WITH THE FUNDS, INCLUDING OTHER FUND COMPLEX TERM OF OFFICE AND DIRECTORSHIPS DURING OVERSEEN BY NAME, BIRTHDATE AND ADDRESS LENGTH OF TIME SERVED PAST FIVE YEARS TRUSTEE(1) - ------------------------------------------------------------------------------------------ Board Member who is an interested person* of the Fund: - ---------------------------- Timothy R. Schwertfeger(2), Chairman of the Board, Chairman and Director 135 (4) President and Board (since July 1996) of 3/28/49 Member. The John Nuveen 333 West Wacker Drive Term of Office: Company, Nuveen Chicago, IL 60606 2002--All Funds, Investments, Nuveen except 2004-- Advisory Corp. and California Value Nuveen Institutional Length of Time Served: Advisory Corp.; prior since 1994--All Funds thereto, Executive except 1999-- Vice President and California Dividend Director of The John 2001--California Nuveen Company and Dividend 2 and Nuveen Investments; California Dividend 3 Director (since 1992) and Chairman (since 1996) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Chairman and Director (since January 1997) of Nuveen Asset Management Inc.; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Financial Services Inc.; Chief Executive Officer and Director (since September 1999) of Nuveen Senior Loan Asset Management Inc.
5 BOARD NOMINEES CONTINUED - --------------------------------------------------------------------------------
NUMBER OF POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS PORTFOLIOS IN WITH THE FUNDS, INCLUDING OTHER FUND COMPLEX TERM OF OFFICE AND DIRECTORSHIPS DURING OVERSEEN BY NAME, BIRTHDATE AND ADDRESS LENGTH OF TIME SERVED PAST FIVE YEARS TRUSTEE(1) - ------------------------------------------------------------------------------------------ Board Members who are not interested persons of the Fund: - ---------------------------- Robert P. Bremner(3) Board Member. Private Investor and 117 8/22/40 Term of Office: Management 3725 Huntington Street, N.W. 2002--All Funds, Consultant. Washington, D.C. 20015 except 2003-- California Value Length of Time Served: since 1997--All Funds except 1999-- California Dividend 2001--California Dividend 2 and California Dividend 3 Lawrence H. Brown(4) Board Member. Retired (August 1989) 117 7/29/34 Term of Office: as Senior Vice 201 Michigan Avenue 2002--All Funds, President of The Highwood, IL 60040 except 2004-- Northern Trust California Value Company. Length of Time Served: since 1993--All Funds except 1999-- California Dividend 2001--California Dividend 2 and California Dividend 3 Anne E. Impellizzeri(5) Board Member. Retired; formerly, 117 1/26/33 Term of Office: Executive Director 3 West 29th Street 2002--All Funds (1998- 2002) of New York, NY 10001 Length of Time Served: Manitoga/The Russel since 1994--All Funds Wright Design Center; except 1999-- prior thereto, California Dividend President and Chief 2001--California Executive Officer of Dividend 2 and Blanton-Peale California Dividend 3 Institute; prior thereto, Vice President, Metropolitan Life Insurance Co.
6 BOARD NOMINEES CONTINUED - --------------------------------------------------------------------------------
NUMBER OF POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS PORTFOLIOS IN WITH THE FUNDS, INCLUDING OTHER FUND COMPLEX TERM OF OFFICE AND DIRECTORSHIPS DURING OVERSEEN BY NAME, BIRTHDATE AND ADDRESS LENGTH OF TIME SERVED PAST FIVE YEARS TRUSTEE(1) - ------------------------------------------------------------------------------------------ Peter R. Sawers(4) Board Member. Adjunct Professor of 117 4/3/33 Term of Office: Business and 22 The Landmark 2002-- All Funds, Economics, University Northfield, IL 60093 except 2004-- of Dubuque, Iowa; California Value formerly (1991- 2000) Length of Time Served: Adjunct Professor, since 1991--All Funds Lake Forest Graduate except 1992--Insured School of Management, Florida and Insured Lake Forest, California 1993-- Illinois; Director, Insured California 2 Executive Service 1999--California Corps of Chicago; Dividend 2001-- Director, Hadley California Dividend 2 School for the Blind; and California prior thereto, Dividend 3 Executive Director, Towers Perrin Australia, a management consulting firm; Chartered Financial Analyst; Certified Management Consultant. William J. Schneider(2), (3) Board Member. Senior Partner and 117 9/24/44 Term of Office: 2002-- Chief Operating 4000 Miller-Valentine Ct. All Funds, except 2003 Officer, Miller- P. O. Box 744 --California Value Valentine Group, Vice Dayton, OH 45401 Length of Time Served: President, since 1997--All Funds Miller-Valentine except 1999-- Realty, a development California Dividend and contract company; 2001--California Chair, Miami Valley Dividend 2 and Hospital; Chair, California Dividend 3 Miami Valley Economic Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio; and Business Advisory Council, Cleveland Federal Reserve Bank. Judith M. Stockdale(3) Board Member. Executive Director, 117 12/29/47 Term of Office: Gaylord and Dorothy 35 East Wacker Drive 2002--All Funds, Donnelley Foundation Suite 2600 except 2003-- (since 1994); prior Chicago, IL 60601 California Value thereto, Executive Length of Time Served: Director, Great Lakes since 1997--All Funds Protection Fund (from except 1999-- 1990 to 1994). California Dividend 2001--California Dividend 2 and California Dividend 3 - ------------------------------------------------------------------------------------------
* "Interested person" as defined in the Investment Company Act of 1940, as amended, by reason of being an officer or director of the Funds' investment adviser, Nuveen Advisory Corp. 7 (1) As of October 1, 2002, the Board Members and nominees were board members of 30 Nuveen open-end funds and 87 closed-end funds managed by Nuveen Advisory Corp. ("NAC"). In addition, Mr. Schwertfeger is a board member of 8 open-end and 10 closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC"). (2) Board Members Schneider and Schwertfeger are Board nominees to be elected by holders of MuniPreferred for all Funds except California Value. (3) Board Members Bremner, Schneider and Stockdale are currently Class III Board Members of California Value, whose term will expire in 2003. (4) Board Members Brown, Sawers and Schwertfeger are currently Class I Board Members of California Value, whose term will expire in 2004. (5) Ms. Impellizzeri is a Class II Board Member, whose current term will expire at the annual meeting and has been nominated for a new term to expire in 2005. BENEFICIAL OWNERSHIP The following table lists the dollar range and number of common shares beneficially owned by each Board Member in each Fund and in all Nuveen Funds overseen by the Board Members as of July 31, 2002: DOLLAR RANGE AND NUMBER OF COMMON SHARES - --------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA BOARD MEMBERS DIVIDEND DIVIDEND 2 DIVIDEND 3 INVESTMENT OPPORTUNITY - ----------------------------------------------------------------------------------------------- Timothy R. Schwertfeger(1) 0 0 0 0 0 Robert P. Bremner 0 0 0 0 0 Lawrence H. Brown 0 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 William J. Schneider 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 - -----------------------------------------------------------------------------------------------
DOLLAR RANGE AND NUMBER OF COMMON SHARES - --------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA BOARD MEMBERS VALUE PERFORMANCE PREMIUM QUALITY SELECT - ------------------------------------------------------------------------------------------------ Timothy R. Schwertfeger(1) 0 0 0 0 0 Robert P. Bremner 0 0 0 0 0 Lawrence H. Brown 0 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 William J. Schneider 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 - ------------------------------------------------------------------------------------------------
8 DOLLAR RANGE AND NUMBER OF COMMON SHARES - --------------------------------------------------------------------------------
INSURED INSURED FLORIDA FLORIDA INSURED BOARD MEMBERS CALIFORNIA CALIFORNIA 2 INVESTMENT QUALITY FLORIDA - ----------------------------------------------------------------------------------------------- Timothy R. Schwertfeger(1)... 0 0 0 0 0 Robert P. Bremner............ 0 0 0 0 0 Lawrence H. Brown............ 0 0 0 0 0 Anne E. Impellizzeri......... 0 0 0 0 0 Peter R. Sawers.............. 0 0 0 0 0 William J. Schneider......... 0 0 0 0 0 Judith M. Stockdale.......... 0 0 0 0 0 - -----------------------------------------------------------------------------------------------
DOLLAR RANGE OF EQUITY SECURITIES - --------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY BOARD MEMBER IN BOARD MEMBERS FAMILY OF INVESTMENT COMPANIES(2) - ----------------------------------------------------------------------------------------- Timothy R. Schwertfeger(1)............. over $100,000 Robert P. Bremner...................... $10,001-$50,000 Lawrence H. Brown...................... over $100,000 Anne E. Impellizzeri................... $50,001-$100,000 Peter R. Sawers........................ over $100,000 William J. Schneider................... over $100,000 Judith M. Stockdale.................... $10,001-$50,000 - -----------------------------------------------------------------------------------------
(1) For Mr. Schwertfeger, the amount reflected also includes shares held in Nuveen's 401(k)/Profit Sharing Plan. (2) The amounts reflect the aggregate dollar range of equity securities beneficially owned by the Board Member in the Funds and in all Nuveen funds overseen by each Board Member and reflects share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members, as more fully described under "Compensation." On July 31, 2002, Board Members and executive officers of the Funds as a group beneficially owned 468,068 common shares of all funds managed by Nuveen Advisory Corp. ("NAC" or the "Adviser") and Nuveen Institutional Advisory Corp. ("NIAC") (includes Deferred Units and shares held by the executive officers in Nuveen's 401(k)/profit sharing plan). Each Board Member's individual beneficial shareholdings of each Fund constitute less than 1% of the outstanding shares of each Fund. As of September 24, 2002, the Board Members and executive officers of the Funds as a group beneficially owned no outstanding common shares of each Fund. As of September 24, 2002, the Board Members and executive officers of the Funds did not own any shares of MuniPreferred. As of September 24, 2002, no shareholder owned more than 5% of any class of shares of any Fund. OTHER AFFILIATIONS OR RELATIONSHIPS OF BOARD MEMBERS As of July 31, 2002, none of the Board Members who are not "interested persons" of a Fund (as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) and who are not affiliated with Nuveen Investments ("Nuveen") or the Adviser (the 9 "Independent Board Members"), nor any immediate family member of an Independent Board Member, owns shares of the Adviser or a principal underwriter of a Fund, nor does any such person own shares of a company controlling, controlled by or under common control with the Adviser or a principal underwriter of a Fund. There have been no transactions by a Fund since the beginning of the Fund's last fiscal year, nor are there any transactions currently proposed, in which the amount exceeds $60,000 and in which any Board Member, executive officer or security holder of more than 5% of the voting securities of a Fund, or any immediate family members of the foregoing persons, has or will have a direct or indirect material interest, nor have any of the foregoing persons been indebted to a Fund in an amount in excess of $60,000 at any time since that date. No Independent Board Member, nor any immediate family member of such a Board Member, has had, in the past five years, any direct or indirect interest, the value of which exceeds $60,000, in the Adviser or principal underwriter of the Funds or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with, the Adviser or principal underwriter of the Funds. Moreover, no Independent Board Member (or immediate family member of any Independent Board Member) has, or has had in the last two fiscal years of the Funds, any direct or indirect relationships or any direct or indirect material interest in any transaction or series of transactions or in any currently proposed transaction or series of transactions, in which the amount involved exceeds $60,000, in which the following persons were or are a party: the Funds, an officer of the Funds, any investment company sharing the same Adviser or principal underwriter of the Funds or any officer of such a party, any person directly or indirectly controlling, controlled by or under common control with, the Adviser or principal underwriter of the Funds, or any officer of such a person. Within the last two completed fiscal years of the Funds, no officer of any investment adviser or principal underwriter of the Funds or of any person directly or indirectly controlling, controlled by or under common control with the investment adviser or principal underwriter of the Funds, has served as a board member on a board of a company where any of the Board Members or Nominees of the Funds has served as an officer. COMPENSATION The Board Members affiliated with Nuveen Investments ("Nuveen") or Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the Funds. The Independent Board Members receive a $15,000 quarterly retainer ($60,000 annually) for serving as a board member of all funds affiliated with Nuveen and the Adviser and a $1,750 fee per day plus expenses for attendance in person or by telephone at all meetings (including any committee meetings) held on a day on which a regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses for attendance in person or a $500 fee per day plus expenses for attendance by telephone at all meetings (including any committee meetings) held on a day on which no regular Board meeting is held, and a $500 fee per day plus expenses for attendance in person or $250 if by telephone at a meeting of any committee. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser on the basis of relative net asset sizes although Fund management may, in its discretion, establish a minimum amount to be allocated to each Fund. Effective January 1, 1999, the Boards of certain Nuveen Funds (the "Participating Funds") established a Deferred Compensation Plan for Independent 10 Board Members ("Deferred Compensation Plan"). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected to defer at least a portion of their fees. Each of the Funds except California Opportunity, California Premium, California Value, Insured California and California Dividend 3 are Participating Funds under the Deferred Compensation Plan. The table below shows, for each Board Member who is not affiliated with Nuveen or the Adviser, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and (ii) paid (including deferred fees) for service on the boards of the NAC Funds for the calendar year ended 2001. Mr. Schwertfeger, a Board Member who is an interested person of each Fund, does not receive any compensation from the Fund or any Nuveen Funds. AGGREGATE COMPENSATION FROM THE FUNDS(1) - --------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA BOARD MEMBERS DIVIDEND DIVIDEND 2 DIVIDEND 3 INVESTMENT OPPORTUNITY - ------------------------------------------------------------------------------------------- Robert P. Bremner 742 469 577 457 274 Lawrence H. Brown 798 498 636 491 290 Anne E. Impellizzeri 624 459 577 384 274 Peter R. Sawers 649 441 736 399 271 William J. Schneider 646 447 577 398 274 Judith M. Stockdale 717 462 577 441 274 - -------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - --------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA BOARD MEMBERS VALUE PERFORMANCE PREMIUM QUALITY SELECT - -------------------------------------------------------------------------------------------- Robert P. Bremner 372 427 180 753 773 Lawrence H. Brown 393 459 190 810 831 Anne E. Impellizzeri 372 359 180 633 650 Peter R. Sawers 368 373 178 659 676 William J. Schneider 372 371 180 656 673 Judith M. Stockdale 372 412 180 728 746 - --------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS(1) - --------------------------------------------------------------------------------
INSURED INSURED FLORIDA FLORIDA INSURED BOARD MEMBERS CALIFORNIA CALIFORNIA 2 INVESTMENT QUALITY FLORIDA - ------------------------------------------------------------------------------------------ Robert P. Bremner 212 401 492 432 435 Lawrence H. Brown 224 431 532 468 469 Anne E. Impellizzeri 212 337 396 348 359 Peter R. Sawers 210 351 429 377 390 William J. Schneider 212 349 413 362 376 Judith M. Stockdale 212 387 473 416 420 - ------------------------------------------------------------------------------------------
11 AGGREGATE COMPENSATION FROM THE FUNDS - --------------------------------------------------------------------------------
TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO BOARD MEMBERS BOARD MEMBERS(2) - ---------------------------------------------------------------------------------- Robert P. Bremner $47,500 Lawrence H. Brown 38,150 Anne E. Impellizzeri 44,500 Peter R. Sawers 48,000 William J. Schneider 51,000 Judith M. Stockdale 48,000 - ----------------------------------------------------------------------------------
(1) Includes compensation for service on the Boards of the NAC Funds for the fiscal year ended 2002, including deferred fees. DEFERRED FEES - --------------------------------------------------------------------------------
BOARD MEMBER(3) ------------------------------------------------------------ ROBERT P. ANNE E. PETER R. WILLIAM J. JUDITH M. BREMNER IMPELLIZZERI SAWERS SCHNEIDER STOCKDALE - ------------------------------------------------------------------------------------------- California Dividend $100 624 649 646 150 California Dividend 2 $ 34 237 225 225 52 California Dividend 3 $ -- -- -- -- -- California Investment $ 61 384 399 398 92 California Opportunity $ -- -- -- -- -- California Value $ -- -- -- -- -- California Performance $ 57 359 373 371 86 California Premium $ -- -- -- -- -- California Quality $101 633 659 656 152 California Select $104 650 676 673 156 Insured California $ -- -- -- -- -- Insured California 2 $ 54 337 351 349 81 Florida Investment $ 66 396 429 413 98 Florida Quality $ 58 348 377 362 86 Insured Florida $ 60 359 390 376 89 - -------------------------------------------------------------------------------------------
(2) Includes compensation for services on the Boards of the NAC Funds for the calendar year ended 2001, including deferred fees. (3) Mr. Brown did not defer any compensation. COMMITTEES The Board Members serve on five standing committees: the executive committee, the audit committee, the governance committee, the dividend committee and the valuation committee. Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive committee of the Board of each Fund. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, are limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual 12 Board Member of the actions taken by the executive committee) or (ii) matters of an administrative or ministerial nature. The executive committee of each Fund held no meetings during their fiscal year except the executive committee of the California Dividend 3 Fund held two meetings during its fiscal year. Lawrence H. Brown and Timothy R. Schwertfeger are current members of the dividend committee. The dividend committee is authorized to disclose 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 five meetings during its last fiscal year. Lawrence H. Brown and Judith M. Stockdale are current members of the valuation committee for each Fund. The valuation committee oversees the Funds' Pricing Procedures including, but not limited to, the review and approval of fair value pricing determinations made by Nuveen's Valuation Group. The valuation committee held one meeting during its last fiscal year. Each Fund's Board has an audit committee composed of Board Members who are not "interested persons" of the Fund and who are "independent" as that term is defined in Section 303.01(B)(2)(a) and (3) of the New York Stock Exchange's listing standards or Section 121(A) of American Stock Exchange's listing standards, as applicable. The audit committee monitors the accounting and reporting policies and practices of the Funds, the quality and integrity of the financial statements of the Funds, compliance by the Funds with legal and regulatory requirements and the independence and performance of the external and internal auditors. The audit committee reviews the work and any recommendations of the Fund's independent auditors. Based on such review, it is authorized to make recommendations to the Board. A copy of the Audit Committee Charter is attached to the proxy statement as Appendix A. 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 governance committee composed of all Board Members who are not "interested persons" of that Fund. It identifies and recommends individuals to be nominated for election as non-interested Board Members. The committee also reviews matters relating to (1) the composition, duties, recruitment, independence and tenure of Board Members, (2) the selection and review of committee assignments, and (3) Board Member education, board meetings and board performance. The governance committee of each Fund held one meeting during its last fiscal year. In the event of a vacancy on the Board, the governance committee receives suggestions from various sources as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Vice President for Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The governance committee sets appropriate standards and requirements for nominations for new Board Members and reserves the right to interview all candidates and to make the final selection regarding the nomination of any new Board Members. The Board of each Fund with a June 30 fiscal year end (the Florida Funds) held four regular quarterly meetings and one special board meeting during its last fiscal year. Four regular meetings and one special board meeting were held by the Board of each Fund with a August 31 fiscal year end (the California Funds). 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). 13 THE FUND'S OFFICERS The following table sets forth information as of October 1, 2002 with respect to each officer of the Funds, other than Mr. Schwertfeger, who is a Board Member and is included in the table relating to nominees for the Board. Officers of the Funds receive no compensation from the Funds. The officers of each Fund are elected by the Board on an annual basis to serve until successors are elected and qualified.
- ------------------------------------------------------------------------------------------------ POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS NUMBER OF WITH THE FUND, INCLUDING OTHER PORTFOLIOS IN FUND NAME, BIRTHDATE AND TERM OF OFFICE AND DIRECTORSHIPS DURING COMPLEX SERVED ADDRESS LENGTH OF TIME SERVED PAST FIVE YEARS BY OFFICER - ------------------------------------------------------------------------------------------------ Michael T. Atkinson Vice President. Vice President (since 135 2/3/66 Term of Office: 2002. January 2002), 333 West Wacker Drive Length of Time Served: formerly, Assistant Chicago, IL 60606 since 2002. Vice President (from 2000), previously, Associate of Nuveen Investments. Paul L. Brennan Vice President. Vice President (since 130 11/10/66 Term of Office: 2002. January 2002), 333 West Wacker Drive Length of Time Served: formerly Assistant Chicago, IL 60606 since 2002. Vice President (from 1997), of Nuveen Advisory Corp. Peter H. D'Arrigo Vice President and Vice President of 135 11/28/67 Treasurer. Nuveen Investments 333 West Wacker Drive Term of Office: 2002. (since January 1999), Chicago, IL 60606 Length of Time Served: prior thereto, since 1999. Assistant Vice President (from January 1997 to January 1999); formerly, Associate of Nuveen Investments; Vice President and Treasurer of Nuveen Senior Loan Asset Management Inc. (since September 1999); Chartered Financial Analyst. Susan M. DeSanto Vice President. Vice President of 135 9/8/54 Term of Office: 2002. Nuveen Advisory Corp. 333 West Wacker Drive Length of Time Served: (since August 2001); Chicago, IL 60606 since 2001. previously, Vice President of Van Kampen Investment Advisory Corp. (from 1998); prior thereto, Assistant Vice President of Van Kampen Investment Advisory Corp. (from 1994).
14
- ------------------------------------------------------------------------------------------------ POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS NUMBER OF WITH THE FUND, INCLUDING OTHER PORTFOLIOS IN FUND NAME, BIRTHDATE AND TERM OF OFFICE AND DIRECTORSHIPS DURING COMPLEX SERVED ADDRESS LENGTH OF TIME SERVED PAST FIVE YEARS BY OFFICER - ------------------------------------------------------------------------------------------------ Jessica R. Droeger Vice President. Vice President (since 135 9/24/64 Term of Office: 2002. January 2002) and 333 West Wacker Drive Length of Time Served: Assistant General Chicago, IL 60606 since 2002. Counsel (since 1998), formerly, Assistant Vice President (from May 1998) of Nuveen Investments; Vice President (since May 2002), and Assistant Secretary (from 1998) formerly, Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; prior thereto, Associate at the law firm D'Ancona Partners LLC. Lorna C. Ferguson Vice President. Vice President of 135 10/24/45 Term of Office: 2002. Nuveen Investments; 333 West Wacker Drive Length of Time Served: Vice President (since Chicago, IL 60606 since 1998. January 1998) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. William M. Fitzgerald Vice President. Managing Director 135 3/2/64 Term of Office: 2002. (since 2001), formerly 333 West Wacker Drive Length of Time Served: Vice President (since Chicago, IL 60606 since 1995. 1995) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Chartered Financial Analyst. Stephen D. Foy Vice President and Vice President of 135 5/31/54 Controller. Nuveen Investments and 333 West Wacker Drive Term of Office: 2002. (since May 1998) The Chicago, IL 60606 Length of Time Served: John Nuveen Company; since 1998. Vice President (since September 1999) of Nuveen Senior Loan Management Inc.; Certified Public Accountant. J. Thomas Futrell Vice President. Vice President of 130 7/5/55 Term of Office: 2002. Nuveen Advisory Corp.; 333 West Wacker Drive Length of Time Served: Chartered Financial Chicago, IL 60606 since 1992 Analyst. Richard A. Huber Vice President. Vice President of 130 3/26/63 Term of Office: 2002. Nuveen Institutional 333 West Wacker Drive Length of Time Served: Advisory Corp. (since Chicago, IL 60606 since 1997 1998) and Nuveen Advisory Corp. (since 1997).
15
- ------------------------------------------------------------------------------------------------ POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS NUMBER OF WITH THE FUND, INCLUDING OTHER PORTFOLIOS IN FUND NAME, BIRTHDATE AND TERM OF OFFICE AND DIRECTORSHIPS DURING COMPLEX SERVED ADDRESS LENGTH OF TIME SERVED PAST FIVE YEARS BY OFFICER - ------------------------------------------------------------------------------------------------ Steve J. Krupa Vice President. Vice President of 130 8/21/57 Term of Office: 2002. Nuveen Advisory Corp. 333 West Wacker Drive Length of Time Served: Chicago, IL 60606 since 1990. David J. Lamb Vice President. Vice President (since 135 3/22/63 Term of Office: 2002. March 2000) of Nuveen 333 West Wacker Drive Length of Time Served: Investments, Chicago, IL 60606 since 2000. previously Assistant Vice President (from January 1999); prior thereto, Associate of Nuveen Investments; Certified Public Accountant. Tina M. Lazar Vice President. Vice President (since 135 8/27/61 Term of Office: 2002. 1999), previously, 333 West Wacker Drive Length of Time Served: Assistant Vice Chicago, IL 60606 2002. President (since 1993) of Nuveen Investments. Larry W. Martin Vice President and Vice President, 135 7/27/51 Assistant Secretary. Assistant Secretary 333 West Wacker Drive Term of Office: 2002. and Assistant General Chicago, IL 60606 Length of Time Served: Counsel of Nuveen since 1988. Investments; Vice President and Assistant Secretary of Nuveen Advisory Corp., Nuveen Institutional Advisory Corp. and Nuveen Senior Loan Asset Management Inc. (since September 1999); Assistant Secretary of The John Nuveen Company; and Assistant Secretary of Nuveen Asset Management Inc. (since January 1997). Edward F. Neild, IV Vice President. Managing Director 135 7/7/65 Term of Office: 2002. (since 2002), 333 West Wacker Drive Length of Time Served: formerly, Vice Chicago, IL 60606 since 1996. President (from September 1996) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Chartered Financial Analyst. Thomas J. Vice President. Vice President (since 130 O'Shaughnessy Term of Office: 2002. January 2002), 9/4/60 Length of Time Served: formerly, Assistant 333 West Wacker Drive since 2002. Vice President (from Chicago, IL 60606 1998), of Nuveen Advisory Corp.
16
- ------------------------------------------------------------------------------------------------ POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS NUMBER OF WITH THE FUND, INCLUDING OTHER PORTFOLIOS IN FUND NAME, BIRTHDATE AND TERM OF OFFICE AND DIRECTORSHIPS DURING COMPLEX SERVED ADDRESS LENGTH OF TIME SERVED PAST FIVE YEARS BY OFFICER - ------------------------------------------------------------------------------------------------ Thomas C. Spalding, Vice President. Vice President of 130 Jr. Term of Office: 2002. Nuveen Advisory Corp. 7/31/51 Length of Time Served: and Nuveen 333 West Wacker Drive since 1982. Institutional Advisory Chicago, IL 60606 Corp; Chartered Financial Analyst. Gifford R. Zimmerman Vice President and Managing Director 135 9/9/56 Secretary. (since 2002), 333 West Wacker Drive Term of Office: 2002. Assistant Secretary Chicago, IL 60606 Length of Time Served: and Associate General since 1988. Counsel, formerly, Vice President of Nuveen Investments; Managing Director (since 2002), General Counsel and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Managing Director (since 2002), and Assistant Secretary, formerly, Vice President of Nuveen Senior Loan Asset Management Inc. (since September 1999); Managing Director and Assistant Secretary of Nuveen Asset Management Inc.; Vice President and Assistant Secretary of The John Nuveen Company; Chartered Financial Analyst.
AUDIT COMMITTEE REPORT The Audit Committee of the Board of each Fund is responsible for assisting the Board in monitoring (1) the quality and integrity of the Fund's financial statements, (2) each Fund's compliance with regulatory requirements, and (3) the independence and performance of the Fund's independent and internal auditors. Among other responsibilities, the Committee reviews, in its oversight capacity, each Fund's annual financial statements with both management and the independent auditors and the Committees meet periodically with the independent and internal auditors to consider their evaluation of the Fund's financial and internal controls. The Committee also recommends to the Board the selection of each Fund's independent auditors. The Committee is currently composed of six Board Members and operates under a written charter adopted and approved by the Board. Each Committee member is independent as defined by New York Stock Exchange and American Stock Exchange listing standards, as applicable. 17 The Committee, in discharging its duties, has met with and held discussions with management and each Fund's independent and internal auditors. The Committee has reviewed and discussed the audited financial statements with management. Management has represented to the independent auditors that each Fund's financial statements were prepared in accordance with generally accepted accounting principles. The Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees). Each Fund's independent auditors provided to the Committee the written disclosure required by Independent Standards Board Standard No. 1 (Independent Discussions with Audit Committees), and the Committee discussed with representatives of the independent auditor their firm's independence. As provided in the Audit Committee Charter, it is not the Committee's responsibility to determine, and the considerations and discussions referenced above do not ensure, that each Fund's financial statements are complete and accurate and presented in accordance with generally accepted accounting principles. Based on the Committee's review and discussions with management and the independent auditors, the representations of management and the report of the independent auditors to the Committee, the Committee has recommended that the Board include the audited financial statements in each Fund's Annual Report. The members of the Committee are: Robert P. Bremner Lawrence H. Brown Anne E. Impellizzeri Peter R. Sawers William J. Schneider Judith M. Stockdale 18 AUDIT AND RELATED FEES AUDIT FEES. The aggregate fees billed by Ernst & Young LLP for professional services for the audit of each Fund's financial statements for its most recently completed fiscal year were as follows:
- ----------------------------------------------------------------------------------------- FINANCIAL INFORMATION AUDIT SYSTEMS DESIGN AND ALL OTHER FUND FEES IMPLEMENTATION FEES FEES - ----------------------------------------------------------------------------------------- California Dividend $12,930 $0 $2,491 California Dividend 2 9,805 0 2,383 California Dividend 3 11,440 0 1,669 California Investment 9,720 0 2,380 California Opportunity 7,602 0 2,306 California Value 8,683 0 144 California Performance 9,369 0 2,367 California Premium 6,566 0 2,269 California Quality 13,051 0 2,496 California Select 13,270 0 2,503 Insured California 6,917 0 2,282 Insured California 2 9,090 0 2,358 Florida Investment 10,657 0 2,412 Florida Quality 9,901 0 2,386 Insured Florida 9,929 0 2,387 - -----------------------------------------------------------------------------------------
ALL NON-AUDIT FEES. The Audit Committee of each Fund has generally considered whether the receipt of non-audit fees by Ernst & Young LLP from the Fund is compatible with maintaining Ernst & Young LLP's independence. APPOINTMENT OF INDEPENDENT AUDITORS Each Fund's Board of Directors/Trustees has appointed Ernst & Young LLP, independent public accountants, as independent auditors to audit the books and records of each Fund for its fiscal year. A representative of Ernst & Young LLP will be present at the meeting to make a statement, if such representative so desires, and to respond to shareholders' questions. Ernst & Young LLP has informed each Fund that it has no direct or indirect material financial interest in the Fund, Nuveen, the Adviser or any other investment company sponsored by Nuveen. 19 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, as amended (the "1934 Act"), require each Fund's Board Members and officers, investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of the Funds' equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of that Fund's shares with the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange or American Stock Exchange, as applicable. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based on a review of these forms furnished to each Fund, each Fund believes that the Fund's Board Members and officers, investment adviser and affiliated persons of the investment adviser have complied with all applicable Section 16(a) filing requirements during its last fiscal year except that late filings were made on Form 3 on behalf of the Board Members and officers, investment advisor and affiliated persons of the investment advisor for California Dividend 3. To the knowledge of management of the Funds, no shareholder of a Fund owns more than 10% of a registered class of a Fund's equity securities. INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as investment adviser and manager for each Fund. The Adviser is a wholly owned subsidiary of The John Nuveen Company, 333 West Wacker Drive, Chicago, Illinois 60606. The John Nuveen Company is approximately 78% owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385 Washington Street, St. Paul, Minnesota 55102, and is principally engaged in providing property-liability insurance through subsidiaries. SHAREHOLDER PROPOSALS To be considered for presentation at the Annual Meeting of Shareholders of any of the Funds to be held in 2003, a shareholder proposal submitted pursuant to Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than June 25, 2003. A shareholder wishing to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must submit such written notice to the Fund not later than September 8, 2003. Timely submission of a proposal does not mean that such proposal will be included. EXPENSES OF PROXY SOLICITATION The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement, and all other costs in connection with the solicitation of proxies, will be paid by the Funds pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter, telephone or telegraph by officers or employees of Nuveen Investments or Nuveen Advisory Corp., or by dealers and their representatives. 20 FISCAL YEAR The last fiscal year for each Florida Fund was June 30, 2002 and for each California Fund was August 31, 2002. ANNUAL REPORT DELIVERY Annual reports for the Funds' fiscal year ended in 2002 were sent (Florida Funds) or will be sent (California Funds) 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 beginning ten days prior to the date of that Annual Meeting. Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. Gifford R. Zimmerman Vice President and Secretary October 23, 2002 21 APPENDIX A NUVEEN MANAGEMENT INVESTMENT COMPANIES AUDIT COMMITTEE CHARTER January 31, 2002 ORGANIZATION There shall be a committee of each Board of Directors/Trustees of the Nuveen Management Investment Companies to be known as the Audit Committee. The Audit Committee shall be composed of at least three Directors/Trustees. Audit Committee Members shall be independent of the Management Investment Companies and free of any relationship that, in the opinion of the Directors/Trustees, would interfere with their exercise of independent judgment as a committee member. Each such member of the Audit Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one such member shall have accounting or related financial management expertise, in each case as determined by the Directors/ Trustees, exercising their business judgment. STATEMENT OF POLICY The Audit Committee shall assist the Board in monitoring (1) the accounting and reporting policies and practices of the Management Investment Companies (hereafter referred to as "Funds" or individually "Fund"), (2) the quality and integrity of the financial statements of the Funds, (3) the compliance by the Funds with legal and regulatory requirements and (4) the independence and performance of the external and internal auditors. In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors, the independent auditors, the internal auditors and the management of Nuveen. The Audit Committee shall have the authority in its discretion to retain special legal, accounting or other consultants to advise the Committee. The Audit Committee may request any officer or employee of the John Nuveen Company or the Funds' independent auditors or outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Funds' independent auditors and internal auditors shall have unrestricted accessibility at any time to committee members. RESPONSIBILITIES Fund management has the primary responsibility to establish and maintain systems for accounting, reporting and internal control. The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. The independent auditors are ultimately accountable to the Board and Audit Committee. It is the ultimate responsibility of the Board and the Audit Committee for selection, evaluation and replacement of the independent auditors. A-1 In carrying out its responsibilities the Audit Committee believes its policies and procedures should remain flexible, in order to react to changing conditions and requirements applicable to the Funds. The audit Committee is responsible for the following: Fund Financial Statements: 1. Reviewing the annual audited financial statements with Fund management including major issues regarding accounting and auditing principles and practices. 2. Requiring the independent auditors to deliver to the Chairman of the Committee a timely report on any issues relating to the significant accounting policies, management judgements and accounting estimates or other matters that would need to be communicated under SAS 61, that arise during the auditor's review of the Fund's financial statements, which information shall be further communicated by the Chairman to the other members of the Committee, as deemed necessary or appropriate in the judgment of the Chairman. With respect to the independent auditors: 3. Receiving periodic reports (including a formal written statement delineating all relationships between the auditors and the Funds) from the firms of independent auditors regarding their independence, their membership in the SEC practice section of the AICPA and their compliance with all applicable requirements for independence and peer review, and discussing such reports with the auditors. 4. Reviewing and recommending to the Directors/Trustees the independent auditors to be selected to audit the annual financial statements of the Funds. 5. Meeting with the independent auditors and Fund management to review the scope and fees of the proposed audits for the current year and the audit procedures to be utilized. At the conclusion of the audit, reviewing such audit results, including any comments or recommendations of the independent auditors, any significant changes required from the originally planned audit programs and any adjustments to such statements recommended by the auditors. 6. Providing sufficient opportunity at all meetings of the Audit Committee for the independent auditors to meet with the members of the Audit Committee without members of Fund management being present. With respect to any internal auditor: 7. Reviewing the internal audit function as it relates to the Funds including the proposed programs for the coming year. It is not the obligation or responsibility of the Audit Committee to confirm the independence of any Nuveen internal auditors performing services relating to the Funds or to approve any termination or replacement of the Nuveen Manager of Internal Audit. A-2 8. Receiving a summary of findings from any completed internal audits pertaining to the Funds and a progress report on the proposed internal audit plan for the Funds, with explanations for significant deviations from the original plan. Other responsibilities: 9. Receiving and reviewing periodic or special reports issued on exposure/controls, irregularities and control failures related to the Funds. 10. Reviewing with the independent auditors, with any internal auditor and with Fund management, the adequacy and effectiveness of the accounting and financial controls of the Funds, and elicit any recommendations for the improvement of internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose payments, transactions or procedures which might be deemed illegal or otherwise improper. 11. Reviewing the reports of examinations by regulatory authorities. 12. Reporting to the Directors/Trustees on the results of the activities of the Committee. 13. Performing any special reviews, investigations or oversight responsibilities requested by the Directors/Trustees. 14. With respect to the Exchange-Traded Funds, preparing any report required by the rules of the SEC to be included in a proxy statement for a fund. 15. Reviewing and reassessing annually the adequacy of this charter and providing a recommendation to the Board of Directors/Trustees for approval of any proposed changes deemed necessary or advisable by the Committee. Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Funds' principal statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to ensure compliance with laws and regulations. A-3 NUVEEN INVESTMENTS LOGO Nuveen Investments 333 West Wacker Drive Chicago, IL 60606-1286 (800) 257-8787 www.nuveen.com NAC1102 [NUVEEN LOGO] NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. NUVEEN INVESTMENTS NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. 333 WEST WACKER DRIVE NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. CHICAGO, IL 60606-1256 NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. ANNUAL MEETING OF SHAREHOLDERS COMMON STOCK PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 21, 2002 The annual meeting of shareholders will be held Thursday, November 21, 2002, at 10:00 a.m. Central Time, in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned to represent and vote the shares of the undersigned at the annual meeting of shareholders to be held on November 21, 2002, or any adjournment or adjournments thereof. You are encouraged to specify your choice by marking the appropriate box. If you do not mark any box, your proxy will be voted "FOR" the proposal. Please mark, sign, date and return this proxy card promptly using the enclosed envelope if you are not voting by telephone or over the Internet. To vote by telephone, please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com. In either case you will be asked to enter the control number on the right hand side of this proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 1 KEEP THIS PORTION FOR YOUR RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. - ------------------------------------------------------------------------------------------------------------------------------------ (NAME OF FUND) Common Stock Vote On Proposal For Withhold For All To withhold authority to vote, mark All All Except "For All Except" and write the nominee's number on the line below. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] 01) Robert P. Bremner 02) Lawrence H. Brown 03) Anne E. Impellizzeri 04) Peter R. Sawers 05) Judith M. Stockdale WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyvote.com). In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting. The shares to which this proxy relates will be voted as specified. If no specification is made, such shares will be voted "FOR" the election of nominees to the Board and "FOR" the proposal set forth on this proxy. Please be sure to sign and date this proxy if you are not voting by telephone or over the Internet. NOTE: Please sign your name exactly as it appears on this proxy. If shares are held jointly, each holder must sign the proxy. If you are signing on behalf of an estate, trust, or corporation, please state your title or capacity. ------------------------------------------ ----------------------------------------- ------------------------------------------ ----------------------------------------- Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
[NUVEEN LOGO] NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. NUVEEN INVESTMENTS NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. 333 WEST WACKER DRIVE NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. CHICAGO, IL 60606-1256 NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. ANNUAL MEETING OF SHAREHOLDERS MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 21, 2002 The annual meeting of shareholders will be held Thursday, November 21, 2002, at 10:00 a.m. Central Time, in the 31st Floor Conference Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned to represent and vote the shares of the undersigned at the annual meeting of shareholders to be held on November 21, 2002, or any adjournment or adjournments thereof. You are encouraged to specify your choice by marking the appropriate box. If you do not mark any box, your proxy will be voted "FOR" the proposal. Please mark, sign, date and return this proxy card promptly using the enclosed envelope if you are not voting by telephone or over the Internet. To vote by telephone, please call (800) 690-6903. To vote over the Internet, go to www.proxyvote.com. In either case you will be asked to enter the control number on the right hand side of this proxy card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 2 KEEP THIS PORTION FOR YOUR RECORDS - ------------------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. - ------------------------------------------------------------------------------------------------------------------------------------ (NAME OF FUND) Preferred Stock Vote On Proposal For Withhold For All To withhold authority to vote, mark "For All All Except All Except" and write the nominee's number on the line below. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] 01) Robert P. Bremner 02) Lawrence H. Brown 03) Anne E. Impellizzeri 04) Peter R. Sawers 05) Judith M. Stockdale 06) William J. Schneider 07) Timothy R. Schwertfeger WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyvote.com). In their discretion, the proxies are authorized to vote upon such other business as may properly come before the annual meeting. The shares to which this proxy relates will be voted as specified. If no specification is made, such shares will be voted "FOR" the election of nominees to the Board and "FOR" the proposal set forth on this proxy. Please be sure to sign and date this proxy if you are not voting by telephone or over the Internet. NOTE: Please sign your name exactly as it appears on this proxy. If shares are held jointly, each holder must sign the proxy. If you are signing on behalf of an estate, trust, or corporation, please state your title or capacity. ------------------------------------------ ----------------------------------------- ------------------------------------------ ----------------------------------------- Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
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