-----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, KcgS15C8UKOgzLaznGrNMLrbLgcDYClEY9V41WetGva5IQxmUbYWYqn3qa1cL+At +5KC02U1GhPSfEu8pgt02A== 0000950131-95-002741.txt : 19951003 0000950131-95-002741.hdr.sgml : 19951003 ACCESSION NUMBER: 0000950131-95-002741 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951019 FILED AS OF DATE: 19950929 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2 IN CENTRAL INDEX KEY: 0000897422 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363868296 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07492 FILM NUMBER: 95577690 BUSINESS ADDRESS: STREET 1: 333 WEST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129177810 MAIL ADDRESS: STREET 2: 333 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 DEF 14A 1 INS CA PIM FUND2 INC. N&P 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 Section 240.14a-11(c) or Section 240.14a-12 Nuveen Insured California Premium Income Municipal Fund 2, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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: ------------------------------------------------------------------------- Notes: NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 TELEPHONE (312) 917-7700 NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS NOVEMBER 16, 1995 September 29, 1995 TO THE SHAREHOLDERS OF THE ABOVE FUNDS: Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen California Performance Plus Municipal Fund, Inc., Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen California Investment Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc., Nuveen California Quality Income Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc. and Nuveen Insured California Premium Income Municipal Fund 2, Inc., each a Minnesota corporation, and Nuveen California Premium 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, November 16, 1995, 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 or reject the selection of Ernst & Young LLP as independent auditors for the fiscal year ending August 31, 1996. 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 MONEY MARKET CUMULATIVE PREFERRED OR 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 September 18, 1995 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 NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 TELEPHONE (312) 917-7700 JOINT PROXY STATEMENT September 29, 1995 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 Performance Plus Municipal Fund, Inc. ("Performance Plus"), Nuveen California Municipal Market Opportunity Fund, Inc. ("Market Opportunity"), Nuveen California Investment Quality Municipal Fund, Inc. ("Investment Quality"), Nuveen California Select Quality Municipal Fund, Inc. ("Select Quality"), Nuveen California Quality Income Municipal Fund, Inc. ("Quality Income"), Nuveen Insured California Premium Income Municipal Fund, Inc. ("Insured Premium"), Nuveen Insured California Premium Income Municipal Fund 2, Inc. ("Insured Premium 2") and Nuveen California Premium Income Municipal Fund ("Premium Income") (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 16, 1995 (for each Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all adjournments thereof. 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 $20,000. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS AUGUST 31, 1994 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 AUGUST 31, 1995 IS EXPECTED TO BE AVAILABLE ON OR BEFORE OCTOBER 30, 1995. 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 four Board nominees to be elected by all shareholders and the two Board nominees to be elected by holders of Money Market Cumulative Preferred, in the case of Performance Plus and Market Opportunity, or Municipal Auction Rate Cumulative Preferred ("MuniPreferred(R)") in the case of the other Funds (for convenience, shares of Performance Plus and Market Opportunity's Money Market Cumulative Preferred shall also be referred to in this Joint Proxy Statement as shares of MuniPreferred), 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:
COMMON MATTER SHARES MUNIPREFERRED - ------------------------------------------------------------------------------------ Election of Board Members by all Share- holders (Ms. Impellizzeri and Messrs. Franke, Brown and Sawers nominated) X X - ------------------------------------------------------------------------------------ Election of Board Members by MuniPreferred only (Mrs. Rosenheim and Mr. Schwertfeger nominated) X - ------------------------------------------------------------------------------------ Ratify Selection of Auditors X X
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 inspectors of election appointed for that Annual Meeting. The inspectors of 2 election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and "broker non- votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. For purposes of determining the approval of the matters submitted for a vote of the shareholders of each Fund other than Premium Income, abstentions and broker non-votes will be treated as shares voted against the election of Board Members and against ratification of the selection of independent auditors. For purposes of determining the approval of the matters submitted for a vote of the shareholders of Premium Income, abstentions and broker non-votes will have no effect on the election of Board Members (the six nominees receiving the largest number of votes will be elected) and will be treated 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 September 18, 1995, there were issued and outstanding: 12,415,179 Common Shares and 1,800 shares of each series of MuniPreferred, Series T and F of Performance Plus; 7,871,130 Common Shares and 2,200 shares of MuniPreferred, Series W of Market Opportunity; 13,037,646 Common Shares and 3,600 shares of MuniPreferred, Series M of Investment Quality; 22,322,236 Common Shares and 2,400 shares of MuniPreferred, Series T and 3,600 shares of MuniPreferred, Series TH of Select Quality; 21,330,140 Common Shares and 3,000 shares of each series of MuniPreferred, Series W and F of Quality Income; 6,405,350 Common Shares and 1,800 shares of MuniPreferred, Series T of Insured Premium; 12,577,707 Common Shares and 1,900 shares of each series of MuniPreferred, Series T and TH of Insured Premium 2; and 5,735,977 Common Shares and 1,720 shares of MuniPreferred, Series M of Premium Income. Those persons who were shareholders of record at the close of business on September 18, 1995 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 September 29, 1995. 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 3 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 present and entitled to vote at the Annual Meeting of each Fund (except Premium Income) will be required to elect the Board Members of that Fund. For Premium Income, 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 (excluding money market funds) that each nominee beneficially owned as of September 1, 1995. All of the nominees were last elected to each Board at the 1994 annual meeting of shareholders. The Board Members mourn the recent passing of John E. O'Toole, a Board Member since each Fund's organization. There is currently a vacancy on the Board of each Fund. The Funds' nominating committees are considering candidates for the vacancy. TABLE I NOMINEES FOR EACH FUND TO BE ELECTED BY ALL SHAREHOLDERS
FULL COMMON SHARES BENEFICIALLY OWNED SEPTEMBER 1, 1995 --------------------- NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE NUVEEN SEPTEMBER 1, 1995(1) MEMBER FUNDS(2) FUNDS(3) ----------------------------- -------------------- -------- ---------- *Richard J. Franke(64) 1989--Performance Plus 0 20,719 Chairman of the Board and 1990--Market Board Member of the Funds, Opportunity, The John Nuveen Company Investment Quality (since March 1992), John 1991--Select Quality, Nuveen & Co. In- Quality Income corporated, Nuveen Advisory 1992--Insured Premium Corp. and Nuveen 1993--Insured Premium 2, Institutional Advisory Premium Income Corp. (since April 1990); Certified Financial Planner. Lawrence H. Brown(61) 1993--All Funds 0 3,487 Board Member of the Funds; retired in August 1989 as Senior Vice President of The Northern Trust Company.
4
FULL COMMON SHARES BENEFICIALLY OWNED SEPTEMBER 1, 1995 ---------------------- NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE NUVEEN SEPTEMBER 1, 1995(1) MEMBER FUNDS(2) FUNDS(3) ----------------------------- -------------------- -------- ---------- Anne E. Impellizzeri(62) 1994--All Funds 0 2,000 Board Member of the Funds; President and Chief Executive Officer of Blanton-Peale, Institutes of Religion and Health (since December 1990); prior thereto, Vice President of New York City Partnership (from 1988 to 1990) and Vice President of Metropolitan Life Insurance Company (from 1980 to 1988). Peter R. Sawers(62) 1991--Performance Plus 0 7,972 Board Member of the Funds; Market Opportunity, Adjunct Professor of Investment Quality, Business and Economics, Select Quality, University of Dubuque, Iowa Quality Income (since January 1991); 1992--Insured Premium Adjunct Professor, Lake 1993--Insured Premium 2, Forest Graduate School of Premium Income Management, Lake Forest, Illinois (since January 1992); prior thereto, Executive Director, Towers Perrin Australia (management consultant); Chartered Financial Analyst; Certified Management Consultant.
TABLE II NOMINEES FOR EACH FUND TO BE ELECTED BY HOLDERS OF MUNIPREFERRED
FULL COMMON SHARES BENEFICIALLY OWNED SEPTEMBER 1, 1995 NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ------------------- OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE ALL NUVEEN SEPTEMBER 1, 1995(1) MEMBER FUNDS(2) FUNDS(3) ----------------------------- -------------------- -------- ---------- Margaret K. Rosenheim(69) 1989--Performance Plus 0 5,115 Board Member of the Funds; 1990--Market Opportunity Helen Ross Professor of Investment Quality Social Welfare Policy, 1991--Select Quality, School of Social Service Quality Income Administration, University 1992--Insured Premium of Chicago. 1993--Insured Premium 2 Premium Income *Timothy R. Schwertfeger(46) 1994--All Funds 0 90,622 President and Board Member of the Funds (since July 1994); Executive Vice President and Director of The John Nuveen Company (since March 1992) and John Nuveen & Co. Incorporated; Director of Nuveen Advisory Corp. (since October 1992) and Nuveen Institutional Advisory Corp. (since October 1992).
5 - ----------- (*) "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 55 Nuveen closed-end funds. (2) No nominee beneficially owned on September 1, 1995, 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). EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINATED BOARD MEMBERS. 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 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 August 31, 1995 and the total compensation that Nuveen funds accrued for each Board Member during the calendar year 1994, 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.
NAME OF BOARD MEMBER AGGREGATE COMPENSATION FROM THE FUNDS - -------------------- ------------------------------------------ PERFORMANCE MARKET INVESTMENT SELECT PLUS OPPORTUNITY QUALITY QUALITY ----------- ----------- ---------- ------- Lawrence H. Brown $526 393 536 784 Anne E. Impellizzeri(1) 526 393 536 784 Margaret K. Rosenheim 558 414 569 839 Peter R. Sawers 526 393 536 784
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TOTAL COMPENSATION NUVEEN FUNDS ACCRUED FOR AGGREGATE COMPENSATION BOARD NAME OF BOARD MEMBER FROM THE FUNDS MEMBERS(2) - -------------------- --------------------------------- ------------ QUALITY INSURED INSURED PREMIUM INCOME PREMIUM PREMIUM 2 INCOME ------- ------- --------- ------- Lawrence H. Brown 759 338 491 311 56,500 Anne E. Impellizzeri(1) 759 338 491 311 48,750 Margaret K. Rosenheim 812 353 520 408 64,404(3) Peter R. Sawers 759 338 491 311 56,000
- ----------- (1) Anne E. Impellizzeri was appointed a Board Member in April 1994. (2) Includes compensation for service on the boards of 21 Nuveen open-end funds and 55 Nuveen closed-end funds. Also includes amounts for Nuveen funds that existed for part of the year, estimated as if the funds had existed for the entire year. (3) Includes $1,404 in interest accrued on deferred compensation from prior years. Richard J. Franke, 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 respective executive committees of Performance Plus, Market Opportunity, Investment Quality, Insured Premium and Insured Premium 2 held twelve meetings during the fiscal year ended August 31, 1995. The respective executive committees of Select Quality, Quality Income and Premium Income held thirteen meetings during the fiscal year ended August 31, 1995. 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 respective audit committees of the Funds held one meeting during the fiscal year ended August 31, 1995. Nomination of those Board Members who are not "interested persons" of each Fund is committed to a nominating committee composed of the Board Members who are not "interested persons" of that Fund. It identifies and recommends individuals to be nominated for election as non-interested Board Members. The respective nominating committees of the Funds held no meetings during the fiscal year ended August 31, 1995. No policy or procedure has been established as to the recommendation of Board Member nominees by shareholders. Each Fund's Board held five meetings during the fiscal year ended August 31, 1995. 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), except that Mr. Franke was unable to attend certain executive committee meetings held solely to declare dividends. His attendance at executive committee meetings that he was scheduled to attend was less than 75%. 7 Each Fund has the same executive officers. The following table sets forth information as of September 15, 1995 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 regularly scheduled meeting of the Board of each Fund following the annual meeting of shareholders.
POSITIONS AND NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS ---- --- ------------------ --------------------- Kathleen M. Flanagan 48 Vice President Vice President of John Nuveen & (since 1994) Co. Incorporated. J. Thomas Futrell 40 Vice President Vice President of Nuveen (since 1991) Advisory Corp. (since February 1991); prior thereto, Assistant Vice President of Nuveen Advisory Corp. (from August 1988 to February 1991); Chartered Financial Analyst. Steven J. Krupa 38 Vice President Vice President of Nuveen (since 1990) Advisory Corp. (since October 1990); prior thereto, Vice President of John Nuveen & Co. Incorporated (from January 1989 to October 1990). Anna R. Kucinskis 49 Vice President Vice President of John Nuveen & (since 1991) Co. Incorporated. Larry W. Martin 44 Vice President Vice President (since September (since 1993) & 1993), Assistant Secretary Assistant Secre- and Assistant General Counsel tary (since 1989) 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 56 Vice President Vice President and Controller & Controller of The John Nuveen Company (since 1989) (since March 1992), John Nuveen & Co. Incorporated, Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. Thomas C. Spalding, Jr. 44 Vice President Vice President of Nuveen (since 1989) Advisory Corp. (since February 1982) and Nuveen Institutional Advisory Corp.; Chartered Financial Analyst.
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POSITIONS AND NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS ---- --- ------------------ --------------------- H. William Stabenow 61 Vice President Vice President and Treasurer of & Treasurer The John Nuveen Company (since (since 1989) March 1992), John Nuveen & Co. Incorporated, Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. (since January 1992). George P. Thermos 63 Vice President Vice President of John Nuveen & (since 1989) Co. Incorporated. James J. Wesolowski 45 Vice President Vice President, General Counsel & Secretary and Secretary of The John Nuveen (since 1989) Company (since March 1992), John Nuveen & Co. Incorporated, Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. Gifford R. Zimmerman 39 Vice President Vice President (since September (since 1993) & 1992), Assistant Secretary and Assistant Secre- Assistant General Counsel of tary (since 1989) 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.
On September 1, 1995, Board Members and executive officers of the Funds as a group beneficially owned 204,624 common shares of all funds managed by the Adviser (excluding money market funds) and as a group did not beneficially own any common shares of any Fund, but did own four shares of MuniPreferred of Performance Plus. As of September 1, 1995, no person is known to the Funds to have owned beneficially more than five percent of the common shares or MuniPreferred of any Fund. 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 August 31, 1995, 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. 9 2. SELECTION OF INDEPENDENT AUDITORS The members of each Fund's Board who are not "interested persons" of that Fund have unanimously selected Ernst & Young LLP, independent public accountants, as independent auditors, to audit the books and records of that Fund for the fiscal year ending August 31, 1996. Ernst & Young LLP has served each Fund in this capacity since that Fund was organized and has no direct or indirect financial interest in that Fund except as independent auditors. The selection of Ernst & Young LLP as independent auditors of each Fund is being submitted to the shareholders for ratification, which requires the affirmative vote of a majority of the shares of each Fund present and entitled to vote on the matter. A representative of Ernst & Young LLP is expected to be present at the Annual Meetings and will be available to respond to any appropriate questions raised at the Annual Meetings and to make a statement if he or she wishes. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS. 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 75% 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 each Fund in connection with such Fund's public offering of Common Shares and MuniPreferred. SHAREHOLDER PROPOSALS To be considered for presentation at the Annual Meeting of Shareholders of any of the Funds to be held in 1996, a shareholder proposal must be received at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later than June 1, 1996. 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 upon such matters in accordance with the judgment of the persons acting under the proxies. 10 A list of shareholders entitled to be present and to vote at each Fund's Annual Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours for ten days prior to the date of that Annual Meeting. Failure of a quorum to be present at any Annual Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Annual Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Fund's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. James J. Wesolowski Secretary NCP1195 11 PROXY BALLOT NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. COMMON STOCK PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 1995 The undersigned hereby appoints Richard J. Franke, 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 stock of the undersigned at the Annual Meeting of Shareholders of Nuveen Insured California Premium Income Municipal Fund 2, Inc. to be held on November 16, 1995, or any adjournment or adjournments thereof: 1. Election of Directors: NOMINEES: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri, Peter R. Sawers. 2. Ratification of the selection of Ernst & Young LLP as independent auditors for the fiscal year ending August 31, 1996. 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 Directors' recommendations. Please sign, date and return this Proxy card promptly using the enclosed envelope. SEE REVERSE SIDE NCL1195 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. [X] - ------------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS: (SEE REVERSE FOR NOMINEES) [_] FOR all nominees [_] WITHHOLD authority to vote for all nominees [_] WITHHOLD authority to vote 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. - --------------------------------- 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING AUGUST 31, 1996. 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. FOR [_] AGAINST [_] ABSTAIN [_] - ------------------------------------------------------------------------------- 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 DIRECTORS 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 NCP1195 NCL1195 PROXY BALLOT NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES T AND TH PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 1995 The undersigned hereby appoints Richard J. Franke, 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 Stock, Series T and TH, of the undersigned at the Annual Meeting of Shareholders of Nuveen Insured California Premium Income Municipal Fund 2, Inc. to be held on November 16, 1995, or any adjournment or adjournments thereof: 1. Election of Directors: NOMINEES--BY ALL SHAREHOLDERS: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri, Peter R. Sawers. NOMINEES--BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK ONLY: Margaret K. Rosenheim, Timothy R. Schwertfeger. 2. Ratification of the selection of Ernst & Young LLP as independent auditors for the fiscal year ending August 31, 1996. 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 Directors' recommendations. Please sign, date and return this Proxy card promptly using the enclosed envelope. SEE REVERSE SIDE NCL1195P THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. [X] - ------------------------------------------------------------------------------- 1. ELECTION OF DIRECTORS: (SEE REVERSE FOR NOMINEES) [_] FOR all nominees [_] WITHHOLD authority to vote for all nominees [_] WITHHOLD authority to vote 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. - --------------------------------- 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING AUGUST 31, 1996. 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. FOR [_] AGAINST [_] ABSTAIN [_] - ------------------------------------------------------------------------------- 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 DIRECTORS 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 NCP1195 NCL1195P -----END PRIVACY-ENHANCED MESSAGE-----