0000950137-01-503969.txt : 20011019
0000950137-01-503969.hdr.sgml : 20011019
ACCESSION NUMBER: 0000950137-01-503969
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011115
FILED AS OF DATE: 20011011
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2 IN
CENTRAL INDEX KEY: 0000897422
STANDARD INDUSTRIAL CLASSIFICATION: []
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: 1757053
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
c65131hdef14a.txt
DEFINITIVE PROXY STATEMENT
1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] 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:
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(2) Form, schedule or registration statement no.:
--------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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2
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS -- Chicago, Illinois
NOVEMBER 15, 2001 60606
(800) 257-8787
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC.
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND
October 11, 2001
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
California Premium Income Municipal Fund, Nuveen California Dividend Advantage
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
Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance
Plus Municipal Fund, Inc., Nuveen California Municipal Market Opportunity Fund,
Inc., Nuveen California Investment Quality Municipal Fund, Inc., Nuveen
California Select Quality Municipal Fund, Inc., Nuveen California Quality Income
Municipal Fund, Inc., Nuveen Insured California Premium Income Municipal Fund,
Inc. 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 15, 2001, 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:
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 as a single class.
b. For California Value, to elect three (3) Board Members for a three year
term or until their successors shall have 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 17,
2001 are entitled to notice of and to vote at that Fund's Annual Meeting.
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ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL 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
4
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC.
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees or Board of Directors, as the case may be, (each a "Board"
and each trustee or director a "Board Member") of each of Nuveen California
Municipal Value Fund, Inc. ("California Value"), Nuveen California Performance
Plus Municipal Fund, Inc. ("California Performance"), Nuveen California
Municipal Market Opportunity Fund, Inc. ("California Opportunity"), Nuveen
California Investment Quality Municipal Fund, Inc. ("California Investment"),
Nuveen California Select Quality Municipal Fund, Inc. ("California Select"),
Nuveen California Quality Income Municipal Fund, Inc. ("California Quality"),
Nuveen Insured California Premium Income Municipal Fund, Inc. ("Insured
California"), Nuveen Insured California Premium Income Municipal Fund 2, Inc.
("Insured California 2"), Nuveen California Premium Income Municipal Fund
("California Premium"), Nuveen California Dividend Advantage Municipal Fund
("California Dividend"), (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"), 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 15, 2001 (for each Fund, an "Annual Meeting"
and, collectively, the "Annual Meetings"), and at any and all adjournments
thereof.
On the matter 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
1
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Fund a written notice of revocation, by delivering a duly executed proxy bearing
a later date, or by attending the Annual Meeting and voting in person.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for the Fund's Annual Meeting is in the best interest of the Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders of
one Fund will not affect the vote on the proposal by the shareholders of another
Fund.
The following table indicates which shareholders are solicited with respect to
each matter:
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MATTER COMMON SHARES MUNIPREFERRED*
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1a(i). Election of Board Members by all X X
shareholders (except California Value)
(Robert P. Bremner, Lawrence H. Brown,
Anne E. Impellizzeri, Peter R. Sawers
and Judith M. Stockdale nominated)
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a(ii). Election of Board Members by N/A X
MuniPreferred only (except California
Value) (William J. Schneider and
Timothy R. Schwertfeger nominated)
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b. Election of Board Members for California X N/A
Value by all shareholders (Lawrence H.
Brown, Peter R. Sawers and Timothy R.
Schwertfeger nominated)
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* "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred."
A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred of each Fund (except
California Value), 33 1/3% of the MuniPreferred shares entitled to vote and
represented in person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Annual Meeting will be tabulated by the inspectors of
election appointed for that Annual Meeting. The inspectors of election will
determine whether or not a quorum is present at the Annual Meeting. The
inspectors of election will treat abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees, typically in "street name," as to which (i)
instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter) as present for purposes of determining a
quorum.
For purposes of determining the approval of the matter submitted for a vote of
the shareholders of each Fund (except California Premium, California Dividend,
Florida Investment, Florida Quality and Insured Florida, the "Massachusetts
Business Trusts"), abstentions and broker non-votes will be treated as shares
voted against the election of Board Members. For purposes of determining the
approval of the matters submitted for a vote of the shareholders of 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.
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Those persons who were shareholders of record at the close of business on
September 17, 2001 will be entitled to one vote for each share held. As of
September 17, 2001 shares of the Funds issued and outstanding were as follows:
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FUND SYMBOL* COMMON SHARES MUNIPREFERRED
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California Value NCA 25,222,661 N/A
California Performance NCP 12,905,495 1,800 Series T
640 Series W
1,800 Series F
California Opportunity NCO 8,117,246 2,200 Series W
520 Series F
California Investment NQC 13,518,085 3,600 Series M
880 Series W
California Select NVC 22,991,940 2,400 Series T
1,680 Series W
3,600 Series TH
California Quality NUC 21,838,548 1,400 Series M
3,000 Series W
3,000 Series F
Insured California NPC 6,426,490 1,800 Series T
Insured California 2 NCL 12,631,177 1,900 Series T
1,900 Series TH
California Premium NCU 5,772,858 1,720 Series M
California Dividend NAC 23,406,349 3,500 Series TH
3,500 Series F
Florida Investment NQF 16,414,529 3,080 Series T
2,200 Series F
Florida Quality NUF 14,158,142 1,700 Series M
1,700 Series TH
1,280 Series F
Insured Florida NFL 14,290,929 1,640 Series W
2,800 Series TH
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* All Funds are listed on the New York Stock Exchange with the exception of NCU.
This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about October 11, 2001.
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
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each class being elected to serve a term of three years. This year three (3)
Board Members are to be elected at this meeting to serve on the Board of
California Value for a three year term.
A. FOR CALIFORNIA PERFORMANCE, CALIFORNIA OPPORTUNITY, CALIFORNIA INVESTMENT,
CALIFORNIA SELECT, CALIFORNIA QUALITY, INSURED CALIFORNIA, INSURED CALIFORNIA 2,
CALIFORNIA PREMIUM, CALIFORNIA DIVIDEND, 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 Lawrence
H. Brown, Peter R. Sawers and Timothy R. Schwertfeger as Class I Board Members,
and as nominees for Board Members for a term expiring at the Annual Meeting of
Shareholders in 2004, and until their successors have been duly elected and
qualified. The remaining Board Members, Bremner, Impellizzeri, Schneider and
Stockdale are current and continuing Board Members. The term of Board Member
Impellizzeri as a Class II Board Member of California Value, expires in 2002.
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 affirmative vote of a majority of the shares 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 the 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 Members of
those Funds.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected; however, should any nominee become unable
or unwilling to accept nomination for election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.
The table below shows each nominee's birthdate, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a Board Member of each Fund and the number of Common Shares of the
Funds and of all Nuveen Funds (excluding money markets funds) which each nominee
beneficially owned as of July 31, 2001, as more fully described in footnote (2)
to the following table. All of the nominees were last elected to the Board at
the 2000 annual meeting of shareholders except for California Value which only
elected Class III Board Members. Currently there is a vacancy on the Board. No
candidate has been selected to fill this vacancy.
Other than Mr. Schwertfeger, none of the Board Members have ever been a director
or an employee of Nuveen Investments or any affiliate.
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EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED BELOW.
BOARD NOMINEES
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FULL COMMON SHARES
BENEFICIALLY OWNED
JULY 31, 2001
------------------
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR THE ALL NUVEEN
NOMINEES AS OF JULY 31, 2001(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2)
----------------------------------------------------------------------------------------------
Robert P. Bremner, 8/22/40(3) 1997-- All Funds 0 6,272
Board Member of the Funds; private investor except
and management consultant. 1999-- California Dividend
Lawrence H. Brown, 7/29/34(4) 1993-- All Funds 0 11,714
Board Member of the Funds; retired in except
August 1989 as Senior Vice President of The 1999-- California Dividend
Northern Trust Company (banking and trust
industry).
Anne E. Impellizzeri, 1/26/33(5) 1994-- All Funds 0 10,284
Board Member of the Funds; Executive except
Director (since 1998) of Manitoga/The 1999-- California Dividend
Russel Wright Design Center (home and
landscape), formerly, President and Chief
Executive Officer of Blanton-Peale
Institute (a training and counseling
organization); prior thereto, Vice
President, Metropolitan Life Insurance Co.
Peter R. Sawers, 4/3/33(4) 1991-- All Funds except as 0 20,633
Board Member of the Funds; Adjunct indicated below
Professor of Business and Economics, 1992-- Insured Florida
University of Dubuque, Iowa; formerly, Insured California
(1991-2000) Adjunct Professor, Lake Forest 1993-- Insured California 2
Graduate School of Management, Lake Forest, 1999-- California Dividend
Illinois; prior thereto, Executive
Director, Towers Perrin Australia;
Chartered Financial Analyst; Certified
Management Consultant.
William J. Schneider, 9/24/44(3)(6) 1997-- All Funds 0 49,251
Board Member of the Funds; Senior partner except
and Chief Operating Officer, 1999-- California Dividend
Miller-Valentine Group; Vice President,
Miller-Valentine Realty (commercial real
estate); Chair, Miami Valley Hospital; Vice
Chair Miami Valley Economic Development
Coalition; formerly, Member, Community
Advisory Board, National City Bank, Dayton,
Ohio; and Business Advisory Council,
Cleveland Federal Reserve Bank.
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BOARD NOMINEES CONTINUED
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FULL COMMON SHARES
BENEFICIALLY OWNED
JULY 31, 2001
------------------
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR THE ALL NUVEEN
NOMINEES AS OF JULY 31, 2001(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2)
----------------------------------------------------------------------------------------------
*Timothy R. Schwertfeger, 3/28/49(4)(6) 1994--All Funds 0 352,582
Chairman of the Board (since July 1996) and except
President (since July 1999) of the Funds; 1999--California Dividend
Chairman (since May 1999), Trustee and
President (since July 1996) of the Funds
advised by Nuveen Institutional Advisory
Corp. Chairman, Trustee and President
(since September 1999) of the funds advised
by Nuveen Senior Loan Asset Management,
Inc.; Chairman (since July 1996) and
Director, previously Executive Vice
President, of The John Nuveen Company,
Nuveen Investments, Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.;
Director (since 1996) of Institutional
Capital Corporation; Chairman and Director
(since January 1997) of Nuveen Asset
Management, Inc.; Chairman and Director of
Rittenhouse Financial Services, Inc. (since
1999); Chief Executive Officer and Director
of Nuveen Senior Loan Asset Management Inc.
(since September 1999).
Judith M. Stockdale, 12/29/47(3) 1997--All Funds 0 3,826
Board Member of the Funds; Executive except
Director (since 1994) of the Gaylord and 1999--California Dividend
Dorothy Donnelley Foundation, a private
family foundation; prior thereto, Executive
Director (from 1990 to 1994) of the Great
Lakes Protection Fund.
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* "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.
(1) As of July 31, 2001, the Board Members and nominees were board members of 30
Nuveen open-end funds and 66 closed-end funds managed by Nuveen Advisory Corp.
("NAC"). In addition, Mr. Schwertfeger is a board member of nine open-end and
five closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC")
and two funds managed by Nuveen Senior Loan Asset Management Inc. ("NSLAM").
(2) The number of shares shown reflects the aggregate number of common shares
beneficially owned in all of the NAC, NIAC and NSLAM funds referred to in note
(1) above (excluding money market funds). Includes share equivalents of certain
Nuveen funds in which the Board Member is deemed to be invested pursuant to the
Funds' Deferred Compensation Plan as more fully described below. Includes for
Mr. Schwertfeger shares in which he has shared investment power with his spouse
and shares held in Nuveen's 401(k)/profit sharing plan. 5,440 Nuveen fund shares
not listed for Mr. Bremner are owned by his spouse. Mr. Bremner disclaims
beneficial ownership of these shares. 1,057 shares listed for Mr. Sawers are
owned by his spouse; Mr. Sawers has shared investment power.
(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 Class I Board Members of
California Value, whose current term will expire at the annual meeting and have
been nominated for a new term to expire in 2004.
(5) Ms. Impellizzeri is a continuing Class II Board Member of California Value,
whose term will expire in 2002.
(6) Board Members Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds except California Value.
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The Board Members affiliated with Nuveen Investments ("Nuveen") or Nuveen
Advisory Corp. (the "Adviser") serve without any compensation from the Funds.
Board Members who are not affiliated with Nuveen or the Adviser receive a
$15,000 quarterly retainer ($60,000 annually) for serving as a board member of
all funds sponsored by Nuveen and managed by the Adviser and a $1,000 fee per
day plus expenses for attendance at all meetings held on a day on which a
regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses
for attendance in person or a $500 fee for attendance by telephone at a meeting
held on a day on which no regular Board meeting is held other than a meeting of
the executive committee, and a $500 fee per day plus expenses for attendance in
person or $250 if by telephone at a meeting of the executive committee or the
dividend and valuation committee. The annual retainer, fees and expenses are
allocated among the funds managed by the Adviser on the basis of relative net
asset sizes. Effective January 1, 1999, the Board of Directors/Trustees of
certain Nuveen Funds (the "Participating Funds") established a Deferred
Compensation Plan for Independent Directors and Trustees ("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
Value, California Opportunity, California Premium and Insured California 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 during the calendar year 2000.
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AGGREGATE COMPENSATION FROM THE FUNDS(1)
--------------------------------------------------------------------------------
BOARD MEMBER
--------------------------------------------------------------------------
ROBERT P. LAWRENCE H. ANNE E. PETER R. WILLIAM J. JUDITH M.
BREMNER BROWN IMPELLIZZERI SAWERS SCHNEIDER STOCKDALE
---------------------------------------------------------------------------------------------------------
California Value $ 333 352 333 333 333 333
California Performance $ 393 415 393 393 393 393
California Opportunity $ 250 264 250 250 250 250
California Investment $ 417 439 417 417 417 417
California Select $ 712 751 712 712 712 712
California Quality $ 695 733 695 695 695 695
Insured California $ 190 201 190 190 190 190
Insured California 2 $ 366 386 366 366 366 366
California Premium $ 161 169 161 161 161 161
California Dividend $ 674 711 674 674 674 674
Florida Investment $ 508 532 508 508 508 508
Florida Quality $ 448 470 448 448 448 448
Insured Florida $ 443 464 443 443 443 443
Total Compensation Nuveen
Funds Paid to Board
Members(2) $ 71,000 75,000 71,000 71,250 69,000 71,000
---------------------------------------------------------------------------------------------------------
(1) Includes deferred fees. Pursuant to a Deferred Compensation Plan with each
Fund, deferred amounts are treated as though an equivalent dollar amount has
been invested in shares of one or more eligible Nuveen Funds. Total deferred
fees for the Funds (including the return from the assumed investment in the
eligible Nuveen Funds) payable are:
DEFERRED FEES
BOARD MEMBER (3)
------------------------------------------------------------
ROBERT P. ANNE E. PETER R. WILLIAM J. JUDITH M.
BREMNER IMPELLIZZERI SAWERS SCHNEIDER STOCKDALE
-----------------------------------------------------------------------------------------------
California Value $ -- -- -- -- --
California Performance $ 53 334 354 340 82
California Opportunity $ -- -- -- -- --
California Investment $ 57 353 375 360 87
California Select $ 97 604 641 615 149
California Quality $ 94 589 626 600 146
Insured California $ -- -- -- -- --
Insured California 2 $ 50 310 330 316 77
California Premium $ -- -- -- -- --
California Dividend $ 92 572 608 582 141
Florida Investment $ 71 481 474 443 113
Florida Quality $ 63 424 418 391 100
Insured Florida $ 62 420 413 386 99
-----------------------------------------------------------------------------------------------
(2) Includes compensation for service on the boards of the NAC Funds paid during
the calendar year ended December 31, 2000.
(3) Mr. Brown did not defer any compensation.
Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) or
8
12
(ii) matters of administrative or ministerial nature. No Funds held an executive
committee meeting during its last fiscal year.
Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the
dividend and valuation committee for each Fund. The dividend and valuation
committee is authorized to declare distributions on the Funds' shares including,
but not limited to, regular and special dividends, capital gains and ordinary
income distributions. The dividend and valuation committee of each of the
California Funds held eleven meetings during its last fiscal year; twelve
dividend and valuation committee meetings were held for each of the Florida
Funds.
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 the American Stock Exchange listing
standards, as applicable. The audit committee reviews the work and any
recommendations of the Fund's independent auditors. Based on such review, it is
authorized to make recommendations to the Board. The audit committee of each
Fund held two meetings during its last fiscal year. The audit committee has
adopted a written charter. A copy of the written charter is attached as Appendix
A to this proxy statement.
Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a governance 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 governance
committee of each Fund held two meetings during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.
The Board of each Fund held four meetings during its last fiscal year. During
the last fiscal year, each Board Member attended 75% or more of each Fund's
Board meetings and the committee meetings (if a member thereof).
The following table sets forth information as of July 31, 2001 with respect to
each executive officer of the Funds, other than Mr. Schwertfeger who is a Board
Member and included in the table relating to nominees for the Board. Officers of
the Funds receive no compensation from the Funds. The term of office of all
officers will expire in August 2002.
---------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
---------------------------------------------------------------------------------------------
Alan G. Berkshire 12/28/60 Vice President and Senior Vice President (since May
Assistant Secretary 1999), General Counsel (since
(since 1998) September 1997) and Secretary
(since May 1998) of The John Nuveen
Company and Nuveen Investments;
Senior Vice President (since May
1999), and Secretary (since May
1998) of Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.; Senior Vice President and
Secretary (since September 1999) of
Nuveen Senior Loan Asset Management
Inc.; prior thereto, Partner in the
law firm of Kirkland & Ellis.
9
13
---------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
---------------------------------------------------------------------------------------------
Peter H. D'Arrigo 11/28/67 Vice President and Vice President of Nuveen
Treasurer (since Investments (since January 1999),
1999) prior thereto, Assistant Vice
President (from January 1997);
formerly Associate of Nuveen
Investments; Vice President and
Treasurer (since September 1999) of
Nuveen Senior Loan Asset Management
Inc.; Chartered Financial Analyst.
Michael S. Davern 6/26/57 Vice President Vice President of Nuveen Advisory
(since 1998) Corp. (since January 1997); prior
thereto, Vice President and
Portfolio Manager of Flagship
Financial Inc. (from September 1991
to January 1997).
Lorna C. Ferguson 10/24/45 Vice President Vice President of Nuveen
(since 1998) Investments; Vice President of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. (since
January 1998).
William M. Fitzgerald 3/2/64 Vice President Vice President of Nuveen Advisory
(since 1996) Corp. (since December 1995); prior
thereto, Assistant Vice President
of Nuveen Advisory Corp. (from
September 1992 to December 1995);
Chartered Financial Analyst.
Stephen D. Foy 5/31/54 Vice President and Vice President of Nuveen
Controller (since Investments and (since May 1998)
1998) The John Nuveen Company; Vice
President (since September 1999) of
Nuveen Senior Loan Asset Management
Inc.; Certified Public Accountant.
J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen Advisory
(since 1991) Corp; Chartered Financial Analyst.
Richard A. Huber 3/26/63 Vice President Vice President of Nuveen
(since 1998) Institutional Advisory Corp. (since
March 1998) and Nuveen Advisory
Corp. (since January 1997); prior
thereto, Vice President and
Portfolio Manager of Flagship
Financial Inc.
Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen Advisory
(since 1990) Corp.
David J. Lamb 3/22/63 Vice President Vice President (since March 2000)
(since 2000) of Nuveen Investments, previously
Assistant Vice President (since
January 1999), prior thereto,
Associate of Nuveen Investments;
Certified Public Accountant.
10
14
---------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
---------------------------------------------------------------------------------------------
Larry W. Martin 7/27/51 Vice President Vice President, Assistant Secretary
(since 1993) and and Assistant General Counsel of
Assistant Secretary Nuveen Investments; Vice President
(since 1988) and Assistant Secretary of Nuveen
Advisory Corp., Nuveen
Institutional Advisory Corp.,
Nuveen Asset Management Inc. (since
January 1997) and Nuveen Senior
Loan Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company.
Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen Advisory
(since 1996) Corp. and Nuveen Institutional
Advisory Corp. (since September
1996); prior thereto, Assistant
Vice President of Nuveen Advisory
Corp. (from December 1993 to
September 1996) and Nuveen
Institutional Advisory Corp. (from
May 1995 to September 1996);
Chartered Financial Analyst.
Stephen S. Peterson 9/20/57 Vice President Vice President (since September
(since 1997) 1997); Assistant Vice President
(from September 1996 to September
1997) and, prior thereto, Portfolio
Manager of Nuveen Advisory Corp.;
Chartered Financial Analyst.
Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen Advisory
(since 1987) Corp. and Nuveen Institutional
Advisory Corp.; Chartered Financial
Analyst.
Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant Secretary
(since 1993) and and Associate General Counsel of
Secretary (since Nuveen Investments; Vice President,
1998) General Counsel and Assistant
Secretary of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.; Vice President and Assistant
Secretary of Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company; Chartered Financial
Analyst.
---------------------------------------------------------------------------------------------
On July 31, 2001 Board Members and executive officers of the Funds as a group
beneficially owned 577,247 common shares of all funds managed by the Adviser,
Nuveen Institutional Advisory Corp. or Nuveen Senior Loan Asset Management Inc.
(includes Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan, but excludes shares of money market funds). Board
Members and executive officers of the Funds as a group did not beneficially own
any Common Shares of any Fund or any shares of MuniPreferred of any Fund. As of
September 17, 2001, no shareholder owned more than 5% of any class of shares of
any Fund.
11
15
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) the 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,
the Fund's annual financial statements with both management and the independent
auditors and it meets 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 the Fund's independent
auditors. The Committee is 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. A copy of the Audit Committee Charter is
attached to the proxy statement as Appendix A.
The Committee, in discharging its duties, has met with and held discussions with
management and the Fund's independent and internal auditors. 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). The 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 has 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 the 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
12
16
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 Value $11,440 $0 $ 180
California Performance 11,440 0 2,416
California Opportunity 11,440 0 2,338
California Investment 11,440 0 2,428
California Select 11,440 0 2,590
California Quality 11,440 0 2,581
Insured California 11,440 0 2,303
Insured California 2 11,440 0 2,398
California Premium 11,440 0 2,287
California Dividend 11,440 0 2,558
Florida Investment 11,440 0 2,472
Florida Quality 11,440 0 2,441
Insured Florida 11,440 0 2,434
-----------------------------------------------------------------------------------------
ALL OTHER 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.
SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act"), as
amended, require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than ten
percent of a registered class of the Funds' equity securities to file forms
reporting their affiliation with that Fund and reports of ownership and changes
in ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange 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 during its last
fiscal year each 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.
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
13
17
Investments ("Nuveen"), 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen
is a subsidiary of The John Nuveen Company which in turn is approximately 77%
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 2002, 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 13, 2002. 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 August 27, 2002. Timely
submission of a proposal does not mean that such proposal will be included.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
Nuveen Investments or Nuveen Advisory Corp., or by dealers and their
representatives.
FISCAL YEAR
The last fiscal year for each Florida Fund was June 30, 2001 and for each
California Fund was August 31, 2001.
ANNUAL REPORT DELIVERY
Annual reports for the Funds' fiscal year ended in 2001 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 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.
14
18
A list of shareholders entitled to be present and to vote at each Fund's Annual
Meeting will be available at the offices of the Funds, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of that Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Gifford R. Zimmerman
Vice President and Secretary
October 11, 2001
15
19
APPENDIX A
NUVEEN MANAGEMENT INVESTMENT COMPANIES
AUDIT COMMITTEE CHARTER
July, 2000
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.
16
20
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.
17
21
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' financial 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.
18
22
NUVEEN INVESTMENTS LOGO
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NCA1101
23
NUVEEN INVESTMENTS NUVEEN INS. CA PREMIUM INCOME MUNI FD 2, INC.
ANNUAL MEETING OF SHAREHOLDERS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 15, 2001
The annual meeting of shareholders will be held Thursday, November
15, 2001, 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 proposals described
in the proxy statement attached. The undersigned hereby appoints
Timothy R. Schwertfeger, Larry W. Martin and Gifford R. Zimmerman,
and each of them, with full power of substitution, proxies for the
undersigned to represent and vote the shares of the undersigned at
the annual meeting of shareholders to be held on November 15, 2001,
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.
------------------------------------------------------------------------------------------------------------------------------------
NUVEEN INS. CA PREMIUM INCOME MUNI FD 2, INC.
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.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale
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.
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
24
NUVEEN INVESTMENTS NUVEEN INS. CA PREMIUM INCOME MUNI FD 2, INC. - SERIES T, TH
ANNUAL MEETING OF SHAREHOLDERS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
NOVEMBER 15, 2001
The annual meeting of shareholders will be held Thursday, November
15, 2001, 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 proposals described
in the proxy statement attached. The undersigned hereby appoints
Timothy R. Schwertfeger, Larry W. Martin and Gifford R. Zimmerman,
and each of them, with full power of substitution, proxies for the
undersigned to represent and vote the shares of the undersigned at
the annual meeting of shareholders to be held on November 15, 2001,
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.
------------------------------------------------------------------------------------------------------------------------------------
NUVEEN INS. CA PREMIUM INCOME MUNI FD 2, INC.
SERIES T, TH
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.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) William J. Schneider
02) Timothy R. Schwertfeger
03) Robert P. Bremner
04) Lawrence H. Brown
05) Anne E. Impellizzeri
06) Peter R. Sawers
07) Judith M. Stockdale
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.
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