UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
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(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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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.:
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3) Filing Party:
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4) Date Filed:
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NOVEMBER 17, 2003
IMPORTANT NOTICE
TO NUVEEN FUND SHAREHOLDERS
Although we recommend that you read the complete Joint Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.
Q. WHY AM I RECEIVING THIS JOINT PROXY STATEMENT?
A. Closed-end investment companies listed on a stock exchange, such as your
Fund, are required to hold annual meetings to approve the election of Board
Members. Your Fund is seeking shareholder approval to elect Board Members to
serve on the Board. Please refer to the Joint Proxy Statement for a detailed
explanation.
Q. WHY ARE THESE INDIVIDUALS RECOMMENDED FOR ELECTION TO THE BOARD?
A. Currently, two separate board clusters oversee the funds in the Nuveen
family of funds. One board cluster comprised of the same Board Members
oversees the funds managed by Nuveen Advisory Corp., the investment adviser,
and another board cluster comprised of the same Board Members oversees all
but one of the funds managed by Nuveen Institutional Advisory Corp. The
Board of your Fund has proposed to consolidate both board clusters into a
single board cluster so that the same individuals serve on the Boards of
most Nuveen funds.
Your Board believes that the consolidation of board clusters will have the
following advantages:
- the consolidation will avoid the need to add new Board Members to each
board cluster at various later dates to maintain the current size and
structure of each board cluster;
- the consolidation ensures that each fund will gain new Board Members that
are already knowledgeable about Nuveen and investment companies in
general;
- the consolidation would reduce the duplication of board materials and
reports covering the same issues and would avoid the need for repeated
presentation of the same material by the same personnel at different
meetings;
- reducing such administrative burdens will allow the investment adviser
and its personnel to focus more on non-administrative matters; and
- a single board cluster overseeing all operations of the Nuveen family of
funds will have a better picture of all issues facing shareholders.
Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE?
A. After careful consideration, the trustees of your Fund unanimously recommend
that you vote "FOR" the nominees for the Board.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Your vote is needed to ensure that the proposal can be acted upon.
Additionally, your immediate response will help save on the costs of any
future solicitations for a shareholder vote. We encourage all shareholders
to participate in the governance of their Fund.
Q. WHO DO I CALL IF I HAVE QUESTIONS?
A. If you need any assistance, or have any questions regarding the proposal or
how to vote your shares, please call your financial advisor or call Nuveen
at (800) 257-8787 weekdays from 8:00 a.m. to 6:00 p.m. Central time.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage-paid envelope. Alternatively, you may
vote by telephone by calling the toll-free number on the proxy card or by
computer over the internet (www.proxyvote.com) and using the control number
on the proxy card.
Q. WILL ANYONE CONTACT ME?
A. You may receive a call to verify that you received your proxy materials, to
answer any questions you may have about the proposal and to encourage you to
vote.
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS -- Chicago, Illinois
NOVEMBER 17, 2003 60606
(800) 257-8787
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)
NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)
October 21, 2003
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 California Dividend Advantage Municipal Fund 2, Nuveen
California Dividend Advantage Municipal Fund 3, Nuveen Insured California
Dividend Advantage Municipal Fund, Nuveen Insured California Tax-Free Advantage
Municipal Fund, Nuveen Insured Florida Tax-Free Advantage Municipal Fund, Nuveen
Insured Florida Premium Income Municipal Fund, Nuveen Florida Investment Quality
Municipal Fund, Nuveen Florida Quality Income Municipal Fund, Nuveen New Jersey
Dividend Advantage Municipal Fund, Nuveen New Jersey Dividend Advantage
Municipal Fund 2, Nuveen Pennsylvania Dividend Advantage Municipal Fund, Nuveen
Pennsylvania Dividend Advantage Municipal Fund 2, Nuveen Pennsylvania Premium
Income Municipal Fund 2 and Nuveen Pennsylvania Investment Quality Municipal
Fund, each a Massachusetts business trust, and 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 New Jersey Investment Quality Municipal Fund, Inc. and Nuveen New
Jersey Premium Income Municipal Fund, Inc., each a Minnesota corporation
(individually, a "Fund" and collectively, the "Funds"), will be held in the 31st
floor conference room of Nuveen Investments, Inc., 333 West Wacker Drive,
Chicago, Illinois, on Monday, November 17, 2003, at 10:00 a.m., Chicago time,
for the following purposes and to transact such other business, if any, as may
properly come before the Annual Meeting:
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To elect Members to the Board of Directors or Trustees, as applicable (each a
"Board" and each Director or Trustee a "Board Member") of each Fund as outlined
below:
a. For each Fund, except Nuveen California Municipal Value Fund, Inc.
("California Value"), to elect twelve (12) Board Members to serve until the next
Annual Meeting and until their successors shall have been duly elected and
qualified:
i) ten (10) Board Members to be elected by the holders of common
shares and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred"), voting together as a single class; and
ii) two (2) Board Members to be elected by the holders of
MuniPreferred only, voting separately as a single class.
b. For California Value, to elect eight (8) Board Members to a twelve (12)
person classified Board to serve for a specified term (for some classes for
multiple year terms) 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 at the close of business on September 19, 2003 are
entitled to notice of and to vote at the Annual Meeting.
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.
Jessica R. Droeger
Vice President and Secretary
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
October 21, 2003
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC. (NCA)
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC. (NCP)
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NCO)
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQC)
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC. (NVC)
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC. (NUC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC. (NPC)
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC. (NCL)
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND (NCU)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NAC)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVX)
NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 (NZH)
NUVEEN INSURED CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NKL)
NUVEEN INSURED CALIFORNIA TAX-FREE ADVANTAGE MUNICIPAL FUND (NKX)
NUVEEN INSURED FLORIDA TAX-FREE ADVANTAGE MUNICIPAL FUND (NWF)
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND (NFL)
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND (NQF)
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND (NUF)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND (NXJ)
NUVEEN NEW JERSEY DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NUJ)
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQJ)
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC. (NNJ)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND (NXM)
NUVEEN PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NVY)
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2 (NPY)
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND (NQP)
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Trustees, as applicable (each a "Board" and
collectively, the "Boards," and each Director or Trustee a "Board Member" and
collectively, the "Board Members") of each of Nuveen California Premium Income
Municipal Fund ("California Premium"), Nuveen California Dividend Advantage
Municipal Fund ("California Dividend"), Nuveen California Dividend Advantage
Municipal Fund 2 ("California Dividend 2"), Nuveen California Dividend Advantage
Municipal Fund 3 ("California Dividend 3"), Nuveen Insured California Dividend
Advantage Municipal Fund ("Insured California Dividend"), Nuveen Insured
California Tax-Free Advantage Municipal Fund ("Insured California Tax-Free"),
Nuveen Insured Florida Tax-Free Advantage Municipal Fund ("Insured Florida
Tax-Free"), Nuveen Insured Florida Premium Income Municipal Fund ("Insured
Florida Premium"), Nuveen Florida Investment Quality
1
Municipal Fund ("Florida Investment"), Nuveen Florida Quality Income Municipal
Fund ("Florida Quality") (Insured Florida Tax-Free, Insured Florida Premium,
Florida Investment and Florida Quality will be referred to collectively as the
"Florida Funds"), Nuveen New Jersey Dividend Advantage Municipal Fund ("New
Jersey Dividend"), Nuveen New Jersey Dividend Advantage Municipal Fund 2 ("New
Jersey Dividend 2"), Nuveen Pennsylvania Dividend Advantage Municipal Fund
("Pennsylvania Dividend"), Nuveen Pennsylvania Dividend Advantage Municipal Fund
2 ("Pennsylvania Dividend 2"), Nuveen Pennsylvania Premium Income Municipal Fund
2 ("Pennsylvania Premium") and Nuveen Pennsylvania Investment Quality Municipal
Fund ("Pennsylvania Investment") (Pennsylvania Dividend, Pennsylvania Dividend
2, Pennsylvania Premium and Pennsylvania Investment will be referred to
collectively as the "Pennsylvania Funds"), each a Massachusetts business trust
(collectively referred to as the "Massachusetts Business Trusts"), and 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") (California Value, California Performance,
California Opportunity, California Investment, California Select, California
Quality, Insured California, Insured California 2, California Premium,
California Dividend, California Dividend 2, California Dividend 3, Insured
California Dividend and Insured California Tax-Free will be referred to
collectively as the "California Funds"), Nuveen New Jersey Investment Quality
Municipal Fund, Inc. ("New Jersey Investment"), and Nuveen New Jersey Premium
Income Municipal Fund, Inc. ("New Jersey Premium") (New Jersey Investment, New
Jersey Premium, New Jersey Dividend and New Jersey Dividend 2 will be referred
to collectively as the "New Jersey Funds"), each a Minnesota corporation
(collectively referred to as the "Minnesota Corporations"), (individually, the
Massachusetts Business Trusts and Minnesota Corporations are referred to as a
"Fund" and collectively as the "Funds"), of proxies to be voted at the Annual
Meeting of Shareholders to be held on November 17, 2003 (for each Fund, an
"Annual Meeting" and collectively, the "Annual Meetings"), and at any and all
adjournments thereof.
On the matters coming before each Annual Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
no choice is so specified, the shares will be voted FOR the election of the
nominees as listed in this Joint Proxy Statement. Shareholders who execute
proxies may revoke them at any time before they are voted by filing with that
Fund a written notice of revocation, by delivering a duly executed proxy bearing
a later date or by attending the Annual Meeting and voting in person.
This Joint Proxy Statement is first being mailed to shareholders on or about
October 21, 2003.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for each 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 the 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.
2
The following table indicates which shareholders are solicited with respect to
each matter:
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MATTER COMMON SHARES MUNIPREFERRED(1)
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1.a.i) Election of ten (10) Board Members by X X
all shareholders
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1.a.ii) Election of two (2) Board Members by N/A X
MuniPreferred only
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1.b. Election of eight (8) Board Members for X N/A
California Value by all shareholders
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(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Shares."
A quorum of shareholders is required to take action at each 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 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 Minnesota Corporation, 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 matter 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.
Shares of MuniPreferred held in "street name" as to which voting instructions
have not been received from the beneficial owners or persons entitled to vote as
of one business day before the Annual Meeting, or, if adjourned, one business
day before the day to which the Annual Meeting is adjourned, and that would
otherwise be treated as "broker non-votes" may, pursuant to Rule 452 of the New
York Stock Exchange, be voted by the broker on each item in the same proportion
as the votes cast by all MuniPreferred shareholders as a class who have voted on
that item or in the same proportion as the votes cast by all MuniPreferred
shareholders of a series who have voted on that item. Rule 452 permits
proportionate voting of MuniPreferred with respect to a particular item if,
among other things, (i) a minimum of 30% of the shares of MuniPreferred or
shares of a series of MuniPreferred outstanding has been voted by the holders of
such shares with respect to such item and (ii) less than 10% of the shares of
MuniPreferred or shares of a series of MuniPreferred outstanding has been voted
by the holders of such shares against such item. For the purpose of meeting the
30% test, abstentions will be treated as shares "voted" and, for the purpose of
meeting the 10% test, abstentions will not be treated as shares "voted" against
the item.
3
Those persons who were shareholders of record at the close of business on
September 19, 2003 will be entitled to one vote for each share held. As of
September 19, 2003, the shares of the Funds issued and outstanding were as
follows:
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TICKER
FUND SYMBOL* COMMON SHARES MUNIPREFERRED
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California Value (NCA) 25,241,808 N/A
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California Performance (NCP) 12,965,742 1,800 Series T
640 Series W
1,800 Series F
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California Opportunity (NCO) 8,154,681 2,200 Series W
520 Series F
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California Investment (NQC) 13,580,232 3,600 Series M
880 Series W
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California Select (NVC) 23,096,654 2,400 Series T
1,680 Series W
3,600 Series TH
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California Quality (NUC) 21,977,428 1,400 Series M
3,000 Series W
3,000 Series F
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Insured California (NPC) 6,441,830 1,800 Series T
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Insured California 2 (NCL) 12,681,101 1,900 Series T
1,900 Series TH
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California Premium (NCU) 5,774,216 1,720 Series M
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California Dividend (NAC) 23,412,013 3,500 Series TH
3,500 Series F
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California Dividend 2 (NVX) 14,790,660 2,200 Series M
2,200 Series F
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California Dividend 3 (NZH) 24,112,833 3,740 Series M
3,740 Series TH
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Insured California (NKL) 15,259,759
Dividend 2,360 Series T
2,360 Series F
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Insured California (NKX) 5,882,285
Tax-Free 1,800 Series TH
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Insured Florida (NWF) 3,879,392
Tax-Free 1,160 Series W
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Insured Florida (NFL) 14,340,485
Premium 1,640 Series W
2,800 Series TH
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Florida Investment (NQF) 16,506,165 3,080 Series T
2,200 Series F
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4
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TICKER
FUND SYMBOL* COMMON SHARES MUNIPREFERRED
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Florida Quality (NUF) 14,251,306 1,700 Series M
1,700 Series TH
1,280 Series F
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New Jersey Dividend (NXJ) 6,548,591 1,920 Series T
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New Jersey Dividend 2 (NUJ) 4,507,765 1,380 Series W
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New Jersey Investment (NQJ) 20,298,121 3,200 Series M
2,000 Series TH
1,280 Series F
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New Jersey Premium (NNJ) 12,019,997 624 Series T
1,440 Series W
1,600 Series TH
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Pennsylvania Dividend (NXM) 3,298,049 1,000 Series T
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Pennsylvania Dividend (NVY) 3,723,722
2 1,140 Series M
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Pennsylvania Premium 2 (NPY) 15,758,819 844 Series M
2,080 Series TH
1,800 Series F
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Pennsylvania (NQP) 16,284,082
Investment 880 Series T
2,400 Series W
2,000 Series TH
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* The Common shares of all the Funds are listed on the New York Stock Exchange,
except NCU, NVX, NZH, NKL, NKX, NWF, NXJ, NUJ, NXM and NVY, which are traded
on the American Stock Exchange.
1. ELECTION OF BOARD MEMBERS OF EACH FUND
GENERAL
Currently, two separate board clusters oversee the funds in the Nuveen family of
funds. One board cluster comprised of the same board members oversees the funds
managed by Nuveen Advisory Corp. ("NAC" or the "Adviser") and another board
cluster comprised of the same board members oversees all but one of the funds
managed by Nuveen Institutional Advisory Corp. ("NIAC"). The NAC board cluster
and NIAC board cluster currently have a total of seven and five board members,
respectively, who are not "interested persons" (as that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) and who are not
affiliated with Nuveen or a fund's investment adviser (the "Independent Board
Members") and one board member who is an "interested person."
The Boards of each Fund have proposed to consolidate both board clusters into a
single board cluster so that the same individuals serve on the boards of most of
the Nuveen funds. All individuals serving on both board clusters are nominated
to serve on the combined board.
5
The following is a list of Board Members under the proposal who are continuing
Board Members currently serving on the NAC board cluster and Board Member
nominees who are currently serving on the NIAC board cluster:
CONTINUING BOARD MEMBERS (NAC BOARD CLUSTER):
Timothy R. Schwertfeger*
William E. Bennett**
Robert P. Bremner
Lawrence H. Brown
Anne E. Impellizzeri
Peter R. Sawers
William J. Schneider
Judith M. Stockdale
NEW BOARD MEMBER NOMINEES (NIAC BOARD CLUSTER):
Jack B. Evans
William L. Kissick
Thomas E. Leafstrand
Sheila W. Wellington
* Interested person. Mr. Schwertfeger currently serves on both board clusters.
** Mr. Bennett, currently a member of the NIAC board cluster, was appointed to
the Board of the NAC funds on July 29, 2003 and is now being nominated for
election by shareholders.
In part, the proposal to create a single board is being recommended because of
the large number of retirements that will occur over the next few years. Within
two years, the aggregate number of Independent Board Members that serve on both
board clusters (currently 11) is expected to fall to six, due to a number of
retirements because of age and/or tenure limitations for board membership.
Combining the boards will avoid the need to add new board members to each board
cluster at various later dates to maintain the current size and structure of
each board cluster. In addition, combining the boards ensures that each Fund
will gain new board members that already are knowledgeable about Nuveen and
investment companies in general.
Historically, the two separate board clusters have had separate meetings but
often have reviewed similar policy issues, contractual arrangements and other
matters. Among other potential efficiencies, the Board of each Fund believes
that consolidating the board clusters into one board would reduce the
duplication of board materials and reports covering the same issues and would
avoid the need for repeated presentation of the same material by the same
personnel at different meetings. This would permit the Adviser and its personnel
to focus more on non-administrative matters. In addition, a single board
overseeing all operations of the Nuveen family of funds will have a better
picture of all issues facing shareholders.
At its May 15, 2003 meeting, each board cluster reviewed the compensation paid
to Independent Board Members and determined that compensation should be
increased because of the expanded responsibilities of the Board Members due to
(a) the increase in the number and types of investment companies overseen by the
Board Members and (b) recent additional legal and regulatory requirements.
Effective July 1, 2003, for all Nuveen funds overseen, Independent Board Members
receive a $65,000 annual retainer plus (a) a fee of
6
$2,000 per day for attendance in person or by telephone at a regularly scheduled
meeting of the Board; (b) a fee of $1,000 per day for attendance in person where
such in-person attendance is required and $500 per day for attendance by
telephone or in person where in-person attendance is not required at a special,
non-regularly scheduled, board meeting; (c) a fee of $1,000 per day for
attendance in person at an audit committee meeting where in-person attendance is
required and $500 per day for attendance by telephone or in person where
in-person attendance is not required; (d) a fee of $500 per day for attendance
in person or by telephone for a meeting of the dividend committee; and (e) a fee
of $500 per day for attendance in person at all other committee meetings on a
day on which no regularly scheduled Board meeting is held in which in-person
attendance is required and $250 per day for attendance by telephone or in person
at such meetings where in-person attendance is not required, plus, in each case,
expenses incurred in attending such meetings. Compensation to the Independent
Board Members is allocated among the Nuveen family of funds based on assets per
fund. The Boards do not anticipate any further change in the compensation
schedule as a result of the board consolidation.
Prior to July 1, 2003, for all Nuveen funds overseen, the continuing Independent
Board Members of the Funds received a $60,000 annual retainer for serving as a
board member and a $1,750 fee per day for attendance in person or by telephone
at all meetings (including any committee meetings) held on a day on which a
regularly scheduled Board meeting was held, a $1,000 fee per day for attendance
in person or a $500 fee per day for attendance by telephone at all meetings
(including any committee meetings) held on a day on which no regular Board
meeting was held, and a $500 fee per day for attendance in person or $250 if by
telephone at a meeting of any committee, plus in each case, expenses incurred in
attending such meetings.
The proposal to combine boards, which increases the number of Board Members for
each Fund, will increase the total compensation paid by each Fund to Board
Members. Management, however, believes that such increase in compensation is not
material to each Fund and is justified by the benefits to each Fund and its
shareholders. Moreover, as the size of the combined board declines due to
retirements over the next two years, the total compensation paid by each Fund to
Independent Board Members based upon the above schedule will decrease to the
extent there will be fewer Board Members to compensate.
At each Fund's Annual Meeting (except California Value), twelve (12) Board
Members are nominated to be elected to serve until the next Annual Meeting or
until their successors shall have been duly elected and qualified. Under the
terms of each Fund's organizational documents (except California Value), under
normal circumstances holders of MuniPreferred are entitled to elect two (2)
Board Members, and the remaining Board Members are to be elected by holders of
common shares and MuniPreferred, voting together as a single class. Pursuant to
the organizational documents of California Value, the Board is divided into
three classes, with each class being elected to serve a term of three years.
This year eight (8) Board Members are to be elected at this Annual Meeting to
serve on the Board of California Value (a twelve (12) person classified Board)
for a specified term (for some classes for multiple year terms).
7
A. FOR EACH FUND EXCEPT CALIFORNIA VALUE.
(i) Ten (10) Board Members are to be elected by holders of common
shares and MuniPreferred, voting together as a single class. Board
Members Bennett, Bremner, Brown, Evans, Impellizzeri, Kissick,
Leafstrand, Sawers, Stockdale and Wellington are nominees for
election by all shareholders.
(ii) Holders of MuniPreferred, each series voting together as a single
class, are entitled to elect two (2) of the Board Members. Board
Members Schneider and Schwertfeger are nominees for election by
holders of MuniPreferred.
B. FOR CALIFORNIA VALUE. The Board of California Value has designated Bremner,
Evans, Schneider and Stockdale as Class III Board Members, and as nominees for a
term expiring at the Annual Meeting of shareholders in 2006, and until their
successors have been duly elected and qualified; Bennett and Leafstrand as Class
II Board Members and as nominees for a term expiring at the Annual Meeting of
shareholders in 2005, and until their successors have been duly elected and
qualified; and Kissick and Wellington as Class I Board Members and as nominees
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 Brown, Impellizzeri, Sawers and Schwertfeger are current and continuing
Board Members. The Board of California Value has designated Brown, Sawers and
Schwertfeger as continuing Class I Board Members for a term that expires in 2004
and has designated Impellizzeri as a continuing Class II Board Member for a term
that expires in 2005.
FOR THE MINNESOTA CORPORATIONS. The affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting 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 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 for election, the proxies will be voted for
substitute nominees, if any, designated by that Fund's present Board.
Except for California Value, Insured California Tax-Free, Insured California
Dividend, Insured Florida Tax-Free, New Jersey Dividend 2 and Pennsylvania
Dividend 2, all of the continuing Board Member nominees were last elected to
each Fund's Board at the 2002 annual meeting of shareholders except Mr. Bennett
who was appointed to each Fund's Board on July 29, 2003. Board Member
Impellizzeri was last elected as a Class II member of the Board for California
Value at the 2002 annual meeting of shareholders. Board Members Brown, Sawers
and Schwertfeger were last elected as Class I members of the Board for
California Value at the 2001 annual meeting of shareholders. Board Members
Bremner, Schneider and Stockdale were last elected as Class III members of the
Board for California Value at the 2000 annual meeting of shareholders. This is
the first Annual Meeting for each of Insured California Tax-Free, Insured
California Dividend, Insured Florida Tax-Free, New Jersey Dividend 2 and
Pennsylvania Dividend 2 therefore, the continuing Board Member nominees of
Insured
8
California Tax-Free, Insured California Dividend, Insured Florida Tax-Free, New
Jersey Dividend 2 and Pennsylvania Dividend 2 were appointed and not elected.
Other than Mr. Schwertfeger, none of the Board Member nominees has ever been a
director or an employee of Nuveen Investments, Inc. ("Nuveen") or any affiliate.
EACH BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
BOARD NOMINEES
--------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS OTHER
IN FUND DIRECTOR-
COMPLEX SHIPS
POSITION(S) TERM OF OFFICE OVERSEEN HELD BY
NAME, ADDRESS AND HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
BIRTH DATE FUND TIME SERVED** DURING PAST 5 YEARS MEMBER MEMBER
-----------------------------------------------------------------------------------------------------------------
Nominees who are not interested persons of the Funds
-----------------------------------------------------------------------------------------------------------------
Continuing Board Members
-----------------------------------------------------------------------------------------------------------------
William E. Bennett Board Term: Annual Private Investor; 141 N/A
333 West Wacker Drive Member (except for previously President and
Chicago, IL 60606 California Value) C.E.O., Draper & Kramer,
(10/16/46) California Value: Inc. (1995-1998). Prior
2005 thereto, Executive Vice
Length of Service: President and Chief
Since 2003 Credit Officer of First
Chicago Corporation and
its principal subsidiary,
The First National Bank
of Chicago.
Robert P. Bremner(1) Board Term: Annual Private Investor and 135 N/A
333 West Wacker Drive Member (except for Management Consultant.
Chicago, IL 60606 California Value)
(8/22/40) California Value:
2006
Length of Service:
Since 1996
Lawrence H. Brown(2) Board Term: Annual Retired (August 1989) as 135 N/A
333 West Wacker Drive Member (except for Senior Vice President of
Chicago, IL 60606 California Value) The Northern Trust
(7/29/34) California Value: Company; Director of the
2004 United Way of Highland
Length of Service: Park- Highwood (since
Since 1993 2002).
9
BOARD NOMINEES CONTINUED
--------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS OTHER
IN FUND DIRECTOR-
COMPLEX SHIPS
POSITION(S) TERM OF OFFICE OVERSEEN HELD BY
NAME, ADDRESS AND HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
BIRTH DATE FUND TIME SERVED** DURING PAST 5 YEARS MEMBER MEMBER
-----------------------------------------------------------------------------------------------------------------
Anne E. Impellizzeri(3) Board Term: Annual Retired; formerly, 135 N/A
333 West Wacker Drive Member (except for Executive Director
Chicago, IL 60606 California Value) (1998-2001) of
(1/26/33) California Value: Manitoga/The Russel
2005 Wright Design Center;
Length of Service: prior thereto, President
Since 1994 and Chief Executive
Officer of Blanton-Peale
Institute; prior thereto,
Vice President,
Metropolitan Life
Insurance Co.
Peter R. Sawers(2) Board Term: Annual Adjunct Professor of 135 N/A
333 West Wacker Drive Member (except for Business and Economics,
Chicago, IL 60606 California Value) University of Dubuque,
(4/3/33) California Value: Iowa; formerly (1991-
2004 2000) Adjunct Professor,
Length of Service: Lake Forest Graduate
Since 1991 School of Management,
Lake Forest, Illinois;
Director, Executive
Service Corps of Chicago;
prior thereto, Executive
Director, Towers Perrin
Australia, a management
consulting firm;
Chartered Financial
Analyst; Certified
Management Consultant.
William J. Schneider(1) Board Term: Annual Senior Partner and Chief 135 N/A
333 West Wacker Drive Member (except for Operating Officer,
Chicago, IL 60606 California Value) Miller- Valentine Group,
(9/24/44) California Value: Vice President,
2006 Miller-Valentine Realty,
Length of Service: a construction company;
Since 1996 Chair, Miami Valley
Hospital; Chair, Dayton
Development Coalition;
formerly, Member,
Community Advisory Board,
National City Bank,
Dayton, Ohio; and
Business Advisory
Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale(1) Board Term: Annual Executive Director, 135 N/A
333 West Wacker Drive Member (except for Gaylord and Dorothy
Chicago, IL 60606 California Value) Donnelley Foundation
(12/29/47) California Value: (since 1994); prior
2006 thereto, Executive
Length of Service: Director, Great Lakes
Since 1997 Protection Fund (from
1990 to 1994).
10
BOARD NOMINEES CONTINUED
--------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS OTHER
TERM OF OFFICE IN FUND DIRECTOR-
AND LENGTH OF COMPLEX SHIPS
POSITION(S) TIME SERVED OVERSEEN HELD BY
NAME, ADDRESS AND HELD WITH ON FUNDS IN PRINCIPAL OCCUPATION(S) BY BOARD BOARD
BIRTH DATE FUND FUND COMPLEX*** DURING PAST 5 YEARS MEMBER MEMBER
-----------------------------------------------------------------------------------------------------------------
New Board Members
--------------------------
Jack B. Evans Nominee Term: Annual President, The 71 See
333 West Wacker Drive Length of Service: Hall-Perrine Foundation Principal
Chicago, IL 60606 Since 1999 (a private philanthropic Occupation
(10/22/48) corporation); Director, description.
Alliant Energy; Director
and Vice Chairman United
Fire & Casualty Company;
Director, Federal Reserve
Bank of Chicago;
previously President and
Chief Operating Officer,
SCI Financial Group, Inc.
(a regional financial
services firm).
William L. Kissick Nominee Term: Annual Professor Emeritus, 71 N/A
333 West Wacker Drive Length of Service: School of Medicine and
Chicago, IL 60606 Since 1992 the Wharton School of
(7/29/32) Management and former
Chairman, Leonard Davis
Institute of Health
Economics, University of
Pennsylvania; Adjunct
Professor, Health Policy
and Management, Yale
University.
Thomas E. Leafstrand Nominee Term: Annual Retired; previously, Vice 71 N/A
333 West Wacker Drive Length of Service: President in charge of
Chicago, IL 60606 Since 1992 Municipal Underwriting,
(11/11/31) Trading, and Dealer Sales
at The Northern Trust
Company.
Sheila W. Wellington Nominee Term: Annual President of Catalyst (a 71 N/A
333 West Wacker Drive Length of Service: not-for- profit
Chicago, IL 60606 Since 1994 organization focusing on
(2/24/32) women's leadership
development in business
and the professions).
11
BOARD NOMINEES CONTINUED
--------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS OTHER
IN FUND DIRECTOR-
COMPLEX SHIPS
POSITION(S) TERM OF OFFICE OVERSEEN HELD BY
NAME, ADDRESS AND HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
BIRTH DATE FUND TIME SERVED** DURING PAST 5 YEARS MEMBER MEMBER
-----------------------------------------------------------------------------------------------------------------
Nominee who is an interested person of the Funds
-----------------------------------------------------------------------------------------------------------------
Continuing Board Member
-----------------------------------------------------------------------------------------------------------------
*Timothy R. Chairman of Term: Annual Chairman and Director 141 See
Schwertfeger(2) the Board (except for (since 1996) of Nuveen Principal
333 West Wacker Drive and Board California Value) Investments, Inc. and Occupation
Chicago, IL 60606 Member California Value: Nuveen Investments, LLC; description.
(3/28/49) 2004 Director (since 1992) and
Length of Service: Chairman (since 1996) of
Since 1996 Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.; Chairman
and Director (since 1997)
of Nuveen Asset
Management, Inc.;
Director (since 1996) of
Institutional Capital
Corporation; Chairman and
Director (since 1999) of
Rittenhouse Asset
Management, Inc.;
Chairman of Nuveen
Investments Advisers Inc.
(since 2002).
--------------------------------------------------------------------------------
* "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of the Fund's Adviser.
** Length of Service indicates the year in which the individual became a
Trustee or Director of a fund in the NAC board cluster.
*** Length of Service indicates the year in which the individual became a
Trustee or Director of a fund in the NIAC board cluster.
(1) Board Members Bremner, Schneider and Stockdale are continuing Class III
Board Members of California Value whose current terms will expire at the
Annual Meeting and who have been nominated for new terms to expire in 2006.
(2) Board Members Brown, Sawers and Schwertfeger are continuing Class I Board
Members of California Value whose terms will expire in 2004.
(3) Board Member Impellizzeri is a continuing Class II Board Member of
California Value whose term will expire in 2005.
12
BENEFICIAL OWNERSHIP
The following table lists the dollar range and number of common shares
beneficially owned by each Board Member nominee in each Fund and in all Nuveen
funds overseen by the Board Member nominees as of August 31, 2003:
DOLLAR RANGE AND NUMBER OF COMMON SHARES
--------------------------------------------------------------------------------
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES VALUE PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY
----------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0
William E. Bennett 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0
William L. Kissick 0 0 0 0 0 0
Thomas E. Leafstrand 0 0 0 0 0 0
Sheila W. Wellington 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------
DOLLAR RANGE AND NUMBER OF COMMON SHARES
--------------------------------------------------------------------------------
INSURED INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
BOARD MEMBER NOMINEES CALIFORNIA CALIFORNIA 2 PREMIUM DIVIDEND DIVIDEND 2 DIVIDEND 3
----------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0
William E. Bennett 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0
William L. Kissick 0 0 0 0 0 0
Thomas E. Leafstrand 0 0 0 0 0 0
Sheila W. Wellington 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------
13
DOLLAR RANGE AND NUMBER OF COMMON SHARES
--------------------------------------------------------------------------------
INSURED INSURED INSURED INSURED
CALIFORNIA CALIFORNIA FLORIDA FLORIDA FLORIDA FLORIDA
BOARD MEMBER NOMINEES DIVIDEND TAX-FREE TAX-FREE PREMIUM INVESTMENT QUALITY
---------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0
William E. Bennett 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0
William L. Kissick 0 0 0 0 0 0
Thomas E. Leafstrand 0 0 0 0 0 0
Sheila W. Wellington 0 0 0 0 0 0
---------------------------------------------------------------------------------------------------
DOLLAR RANGE AND NUMBER OF COMMON SHARES
--------------------------------------------------------------------------------
NEW JERSEY NEW JERSEY NEW JERSEY NEW JERSEY PENNSYLVANIA PENNSYLVANIA
BOARD MEMBER NOMINEES DIVIDEND DIVIDEND 2 INVESTMENT PREMIUM DIVIDEND DIVIDEND 2
------------------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 0 0 0 0
Lawrence H. Brown 0 0 0 0 0 0
Anne E. Impellizzeri 0 0 0 0 0 0
Peter R. Sawers 0 0 0 0 0 0
William J. Schneider 0 0 0 0 0 0
Judith M. Stockdale 0 0 0 0 0 0
Timothy R.
Schwertfeger 0 0 0 0 0 0
William E. Bennett 0 0 0 0 0 0
Jack B. Evans 0 0 0 0 0 0
William L. Kissick 0 0 0 0 0 0
Thomas E. Leafstrand 0 0 0 0 0 0
Sheila W. Wellington 0 0 0 0 0 0
------------------------------------------------------------------------------------------------------
14
DOLLAR RANGE AND NUMBER OF COMMON SHARES
--------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES OVERSEEN BY
PENNSYLVANIA PENNSYLVANIA BOARD MEMBER NOMINEES IN FAMILY
BOARD MEMBER NOMINEES PREMIUM 2 INVESTMENT OF INVESTMENT COMPANIES(1)
-------------------------------------------------------------------------------------------
Robert P. Bremner 0 0 $10,001-$50,000
Lawrence H. Brown 0 0 Over $100,000
Anne E. Impellizzeri 0 0 Over $100,000
Peter R. Sawers 0 0 Over $100,000
William J. Schneider 0 0 Over $100,000
Judith M. Stockdale 0 0 $50,001-$100,000
Timothy R Schwertfeger 0 0 Over $100,000
William E. Bennett 0 0 $50,001-$100,000
Jack B. Evans 0 0 Over $100,000
William L. Kissick 0 0 Over $100,000
Thomas E. Leafstrand 0 0 Over $100,000
Sheila W. Wellington 0 0 Over $100,000
-------------------------------------------------------------------------------------------
(1) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the Board Member in the Funds and in
all Nuveen funds overseen by each Board Member.
As of August 31, 2003, neither the Board Member nominees, nor the Board Member
nominees and officers as a group, beneficially owned shares in any Fund. The
information as to beneficial ownership is based on statements furnished by each
Board Member nominee and officer.
On August 31, 2003, continuing Board Members and executive officers as a group
beneficially owned 883,517 common shares of all funds managed by NAC and NIAC
(includes deferred units in connection with the Deferred Compensation Plan, as
described below, and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each continuing Board Member's individual
beneficial shareholdings of each Fund constitute less than 1% of the outstanding
shares of each Fund. As of August 31, 2003, the continuing Board Members and
executive officers as a group beneficially owned less than 1% of the outstanding
common shares of each Fund. As of August 31, 2003, the Board Member nominees and
executive officers of the Funds did not own any shares of MuniPreferred. As of
September 19, 2003, no shareholder beneficially owned more than 5% of any class
of shares of any Fund.
COMPENSATION
The Board Member affiliated with Nuveen and the Adviser serves without any
compensation from the Funds. The Independent Board Members are paid an annual
retainer and fees and expenses for Board meetings and committee meetings as
described above. The annual retainer, fees and expenses are allocated among the
funds managed by the Adviser on the basis of relative net asset sizes although
Fund management may, in its discretion, establish a minimum amount to be
allocated to each Fund. The Boards of certain Nuveen funds (the "Participating
Funds") established a Deferred Compensation Plan for Independent Board Members
("Deferred Compensation Plan"). Under the Deferred Compensation Plan,
Independent Board Members of the Participating Funds may defer receipt of all,
or a portion, of the
15
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 his or her fees. Each of the Funds,
except California Opportunity, California Premium, New Jersey Dividend, New
Jersey Dividend 2, Pennsylvania Dividend, Pennsylvania Dividend 2, California
Value, Insured California, Insured California Tax-Free and Insured Florida
Tax-Free, is a Participating Fund.
The table below shows, for each continuing Board Member (except Mr. Bennett who
was appointed to the Board of each Fund on July 29, 2003) who is not affiliated
with Nuveen or the Adviser, the aggregate compensation (i) paid by each Fund to
each continuing Board Member for its last fiscal year and (ii) paid (including
deferred fees) for service on the boards of the Nuveen open-end and closed-end
Funds managed by NAC ("NAC Funds") and NIAC ("NIAC Funds") for the calendar year
ended 2002. Mr. Schwertfeger, a Board Member who is an interested person of each
Fund, does not receive any compensation from a Fund or any Nuveen funds.
AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------------------------------
CONTINUING BOARD CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
MEMBERS VALUE PERFORMANCE(1) OPPORTUNITY INVESTMENT(1) SELECT(1) QUALITY(1)
----------------------------------------------------------------------------------------------------------
Robert P. Bremner $511 $ 788 $386 $ 842 $1,412 $1,352
Lawrence H. Brown 520 612 392 654 1,097 1,050
Anne E. Impellizzeri 500 1,773 374 1,898 3,205 3,067
Peter R. Sawers 499 1,823 377 1,948 3,267 3,128
William J. Schneider 505 1,839 381 1,965 3,296 3,156
Judith M. Stockdale 494 851 370 910 1,537 1,471
----------------------------------------------------------------------------------------------------------
AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------------------------------
CONTINUING BOARD INSURED INSURED CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
MEMBERS CALIFORNIA CALIFORNIA 2(1) PREMIUM DIVIDEND(1) DIVIDEND 2(1) DIVIDEND 3(1)
--------------------------------------------------------------------------------------------------------------
Robert P. Bremner $300 $ 741 $255 $1,371 $ 851 $1,215
Lawrence H. Brown 305 575 259 1,065 661 1,066
Anne E. Impellizzeri 289 1,666 244 3,111 1,919 2,088
Peter R. Sawers 294 1,714 250 3,169 1,970 2,150
William J. Schneider 297 1,729 252 3,200 1,987 2,172
Judith M. Stockdale 286 799 241 1,492 920 1,303
AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------------------------------
INSURED INSURED INSURED INSURED
CONTINUING BOARD CALIFORNIA CALIFORNIA FLORIDA FLORIDA FLORIDA FLORIDA
MEMBERS DIVIDEND(1) TAX-FREE TAX-FREE PREMIUM(1) INVESTMENT(1) QUALITY(1)
-------------------------------------------------------------------------------------------------------------------
Robert P. Bremner $ 806 $144 $ 42 $ 830 $ 946 $ 819
Lawrence H. Brown 706 196 92 646 737 638
Anne E. Impellizzeri 1,378 132 42 1,921 2,189 1,896
Peter R. Sawers 1,430 191 140 1,899 2,164 1,875
William J. Schneider 1,445 142 41 1,917 2,184 1,892
Judith M. Stockdale 859 131 41 959 1,093 947
16
AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------------------------------
CONTINUING BOARD NEW JERSEY NEW JERSEY NEW JERSEY NEW JERSEY PENNSYLVANIA PENNSYLVANIA
MEMBERS DIVIDEND DIVIDEND 2 INVESTMENT(1) PREMIUM(1) DIVIDEND DIVIDEND 2
---------------------------------------------------------------------------------------------------------
Robert P. Bremner $268 $188 $1,147 $ 688 $141 $158
Lawrence H. Brown 273 196 894 536 144 165
Anne E. Impellizzeri 268 188 2,655 1,592 141 158
Peter R. Sawers 261 200 2,625 1,574 138 168
William J. Schneider 265 186 2,650 1,589 140 156
Judith M. Stockdale 265 186 1,326 795 140 156
AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------------------------------
TOTAL COMPENSATION FROM
CONTINUING BOARD PENNSYLVANIA PENNSYLVANIA NUVEEN FUNDS PAID TO
MEMBERS PREMIUM 2(1) INVESTMENT(1) BOARD MEMBERS
-------------------------------------------------------------------------------------------------
Robert P. Bremner $ 868 $ 924 $77,500
Lawrence H. Brown 676 720 82,000
Anne E. Impellizzeri 2,008 2,138 77,500
Peter R. Sawers 1,986 2,114 79,250
William J. Schneider 2,004 2,133 77,500
Judith M. Stockdale 1,003 1,068 77,750
(1) Includes deferred fees. Pursuant to the Deferred Compensation Plan for
certain of the Funds, deferred amounts are treated as though an equivalent
dollar amount has been invested in shares of one or more Participating
Funds. Total deferred fees for the Funds (including the return from the
assumed investment in the Participating Funds) payable are:
DEFERRED FEES
--------------------------------------------------------------------------------
CONTINUING BOARD MEMBERS
------------------------------------------------------------
ROBERT P. ANNE E. PETER R. WILLIAM J. JUDITH M.
BREMNER IMPELLIZZERI SAWERS SCHNEIDER STOCKDALE
----------------------------------------------------------------------------------------------
California Dividend $167 $1,040 $1,125 $1,130 $212
California Dividend 2 104 641 699 701 131
California Dividend 3 85 510 584 589 145
Insured California Dividend 57 337 390 393 96
California Investment 103 634 691 694 130
California Performance 96 593 646 649 121
California Quality 165 1,025 1,109 1,114 209
California Select 172 1,071 1,159 1,163 219
Insured California 2 90 557 608 610 114
Florida Investment 114 742 752 754 199
Florida Quality 99 643 651 654 173
Insured Florida Premium 100 651 660 662 175
New Jersey Investment 138 900 912 915 242
New Jersey Premium 83 540 547 549 145
Pennsylvania Investment 111 725 734 737 195
Pennsylvania Premium 2 104 681 690 692 183
Nuveen Investments, Inc. maintains charitable contributions programs to
encourage the active support and involvement of individuals in the civic
activities of their community. These programs include a matching contributions
program and a direct contributions program. The
17
Independent Board Members of the funds managed by the Adviser are eligible to
participate in the charitable contributions program of Nuveen Investments, Inc.
Under the matching program, Nuveen Investments, Inc. will match the personal
contributions of a Board Member to Section 501(c)(3) organizations up to an
aggregate maximum amount of $10,000 during any calendar year. Under its direct
(non-matching) program, Nuveen Investments, Inc. makes contributions to
qualifying Section 501(c)(3) organizations, as approved by the Corporate
Contributions Committee of Nuveen Investments, Inc. The Independent Board
Members are also eligible to submit proposals to the committee requesting that
contributions be made under this program to Section 501(c)(3) organizations
identified by the Board Member, in an aggregate amount not to exceed $5,000
during any calendar year. Any contribution made by Nuveen Investments, Inc.
under the direct program is made solely at the discretion of the Corporate
Contributions Committee.
COMMITTEES
The Board has five standing committees: the executive committee, the audit
committee, the governance committee, the dividend committee and the valuation
committee.
Peter R. Sawers and Timothy R. Schwertfeger currently 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) and (ii) matters of an administrative or ministerial
nature. The executive committee of each Fund held no meetings during its last
fiscal year except Insured California Tax-Free and Insured Florida Tax-Free each
held two (2) meetings during the last fiscal year.
Lawrence H. Brown and Timothy R. Schwertfeger are current members of the
dividend committee. The dividend committee is authorized to declare
distributions on the Funds' shares including, but not limited to, regular and
special dividends, capital gains and ordinary income distributions. The dividend
committee of each of the California Funds held three (3) meetings during its
last fiscal year. The dividend committee of each of the Florida Funds, the New
Jersey Funds and the Pennsylvania Funds held four (4) meetings, except the
Insured Florida Tax-Free Fund held three (3) meetings during its last fiscal
year.
Lawrence H. Brown and Judith M. Stockdale are current members of the valuation
committee for each Fund. The valuation committee oversees the Fund's Pricing
Procedures including, but not limited to, the review and approval of fair value
pricing determinations made by Nuveen's Valuation Group. The valuation committee
of each Fund held one (1) meeting during its last fiscal year.
Each Fund's Board has an audit committee composed of Independent Board Members
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's listing standings, as applicable. The audit committee
monitors the accounting and reporting policies and practices of the Funds, the
quality and integrity of the financial statements of the Funds, compliance by
the Funds with legal and regulatory requirements and the independence and
18
performance of the external and internal auditors. The audit committee reviews
the work and any recommendations of the Fund's independent auditors. Based on
such review, it is authorized to make recommendations to the Board. A copy of
the Audit Committee Charter is attached to the proxy statement as Appendix A.
The audit committee of each Fund held three (3) meetings during its last fiscal
year.
Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a governance committee composed of all Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The committee also
reviews matters relating to (1) the composition, duties, recruitment,
independence and tenure of Board Members, (2) the selection and review of
committee assignments, and (3) Board Member education, Board meetings and Board
performance. The governance committee of each Fund held one (1) meeting during
its last fiscal year. In the event of a vacancy on the Board, the governance
committee receives suggestions from various sources as to suitable candidates.
Suggestions should be sent in writing to Lorna Ferguson, Vice President for
Board Relations, Nuveen Investments Inc., 333 West Wacker Drive, Chicago, IL
60606. The governance committee sets appropriate standards and requirements for
nominations for new Board Members and reserves the right to interview all
candidates and to make the final selection regarding the nomination of any new
Board Member.
The Board of each Fund held four (4) regular quarterly meetings and three (3)
special Board 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).
19
THE OFFICERS
The following table sets forth information as of October 1, 2003 with respect to
each officer, other than Mr. Schwertfeger, who is a Board Member and is included
in the table relating to nominees for the Board. Officers receive no
compensation from the Funds. The officers of each Fund are elected by the Board
on an annual basis to serve until successors are elected and qualified.
--------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE COMPLEX
NAME, ADDRESS AND HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) SERVED BY
BIRTHDATE FUND TIME SERVED* DURING PAST 5 YEARS OFFICER
--------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director (since 141
333 West Wacker Drive Administrative Length of Service: 2002), Assistant Secretary
Chicago, IL 60606 Officer Since 1988 and Associate General
(9/9/56) Counsel, formerly, Vice
President of Nuveen
Investments, LLC; Managing
Director (since 2002),
General Counsel and
Assistant Secretary,
formerly, Vice President of
Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.; Managing
Director (since 2002) and
Assistant Secretary and
Associate General Counsel,
formerly Vice President
(since 2000) of Nuveen Asset
Management, Inc.; Assistant
Secretary of Nuveen
Investments, Inc. (since
1994); Assistant Secretary
of NWQ Investment Management
Company, LLC. (since 2002);
Vice President and Assistant
Secretary of Nuveen
Investments Advisers Inc.
(since 2002); Managing
Director, Associate General
Counsel and Assistant
Secretary of Rittenhouse
Asset Management, Inc.
(since May 2003); Chartered
Financial Analyst.
Michael T. Atkinson Vice President Term: Annual Vice President (since 2002), 141
333 West Wacker Drive and Assistant Length of Service: formerly Assistant Vice
Chicago, IL 60606 Secretary Since 2002 President (from 2000),
(2/3/66) previously, Associate of
Nuveen Investments, LLC.
Paul L. Brennan Vice President Term: Annual Vice President (since 2002), 135
333 West Wacker Drive Length of Service: formerly Assistant Vice
Chicago, IL 60606 Since 1997 President (since 1997) of
(11/10/66) Nuveen Advisory Corp.;
Chartered Financial Analyst
and Certified Public
Accountant.
20
--------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE COMPLEX
NAME, ADDRESS AND HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) SERVED BY
BIRTHDATE FUND TIME SERVED* DURING PAST 5 YEARS OFFICER
--------------------------------------------------------------------------------------------------------
Peter H. D'Arrigo Vice President Term: Annual Vice President of Nuveen 141
333 West Wacker Drive and Treasurer Length of Service: Investments, LLC (since
Chicago, IL 60606 Since 1999 1999); prior thereto,
(11/28/67) Assistant Vice President
(from 1997); Vice President
and Treasurer (since 1999)
of Nuveen Investments, Inc.;
Vice President and Treasurer
(since 1999) of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp;
Vice President and Treasurer
of Nuveen Asset Management,
Inc. (since 2002) and of
Nuveen Investments Advisers
Inc. (since 2002); Assistant
Treasurer of NWQ Investments
Management Company, LLC.
(since 2002); Chartered
Financial Analyst.
Susan M. DeSanto Vice President Term: Annual Vice President of Nuveen 141
333 West Wacker Drive Length of Service: Advisory Corp. (since 2001);
Chicago, IL 60606 Since 2001 previously, Vice President
(9/8/54) of Van Kampen Investment
Advisory Corp. (from 1998).
Jessica R. Droeger Vice President Term: Annual Vice President (since 2002) 141
333 West Wacker Drive and Secretary Length of Service: and Assistant General
Chicago, IL 60606 Since 1998 Counsel (since 1998),
(9/24/64) formerly Assistant Vice
President (from 1998) of
Nuveen Investments, LLC;
Vice President (since 2002)
and Assistant Secretary
(from 1998), formerly
Assistant Vice President of
Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.
Lorna C. Ferguson Vice President Term: Annual Vice President of Nuveen 141
333 West Wacker Drive Length of Service: Investments, LLC (since
Chicago, IL 60606 Since 1998 1998); Vice President (since
(10/24/45) 1998) of Nuveen Advisory
Corp. and Nuveen
Institutional Advisory Corp.
21
--------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE COMPLEX
NAME, ADDRESS AND HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) SERVED BY
BIRTHDATE FUND TIME SERVED* DURING PAST 5 YEARS OFFICER
--------------------------------------------------------------------------------------------------------
William M. Fitzgerald Vice President Term: Annual Managing Director (since 141
333 West Wacker Drive Length of Service: 2001), formerly Vice
Chicago, IL 60606 Since 1995 President (since 1995) of
(3/2/64) Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.; Managing
Director of Nuveen Asset
Management, Inc. (since
2001); Vice President of
Nuveen Investments Advisers
Inc. (since 2002); Chartered
Financial Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 1993) 141
333 West Wacker Drive and Controller Length of Service: and Funds Controller (since
Chicago, IL 60606 Since 1993 1998) of Nuveen Investment,
(5/31/54) LLC; Vice President and
Funds Controller (since
1998) of Nuveen Investments,
Inc.; Certified Public
Accountant.
J. Thomas Futrell Vice President Term: Annual Vice President of Nuveen 135
333 West Wacker Drive Length of Service: Advisory Corp.; Chartered
Chicago, IL 60606 Since 1992 Financial Analyst.
(7/5/55)
Richard A. Huber Vice President Term: Annual Vice President of Nuveen 135
333 West Wacker Drive Length of Service: Institutional Advisory Corp.
Chicago, IL 60606 Since 1997 (since 1998) and Nuveen
(3/26/63) Advisory Corp. (since 1997).
Steven J. Krupa Vice President Term: Annual Vice President of Nuveen 135
333 West Wacker Drive Length of Service: Advisory Corp.
Chicago, IL 60606 Since 1990
(8/21/57)
David J. Lamb Vice President Term: Annual Vice President of Nuveen 141
333 West Wacker Drive Length of Service: Investments, LLC (since
Chicago, IL 60606 Since 2000 2000); prior thereto,
(3/22/63) Assistant Vice President
(from 1999); formerly
Associate of Nuveen
Investments, LLC; Certified
Public Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of Nuveen 141
333 West Wacker Drive Length of Service: Investments, LLC (since
Chicago, IL 60606 Since 2002 1999); prior thereto,
(8/27/61) Assistant Vice President
(since 1993) of Nuveen
Investments, LLC.
22
--------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE COMPLEX
NAME, ADDRESS AND HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) SERVED BY
BIRTHDATE FUND TIME SERVED* DURING PAST 5 YEARS OFFICER
--------------------------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, Assistant 141
333 West Wacker Drive and Assistant Length of Service: Secretary and Assistant
Chicago, IL 60606 Secretary Since 1988 General Counsel of Nuveen
(7/27/51) Investments, LLC; Vice
President and Assistant
Secretary of Nuveen Advisory
Corp. and Nuveen
Institutional Advisory
Corp.; Assistant Secretary
of Nuveen Investments, Inc.;
Assistant Secretary of
Nuveen Asset Management,
Inc. (since 1997); Vice
President (since 2000),
Assistant Secretary and
Assistant General Counsel
(since 1998) of Rittenhouse
Asset Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers Inc.
(since 2002); Assistant
Secretary of NWQ Investment
Management Company, LLC
(since 2002).
John V. Miller Vice President Term: Annual Vice President (since 2003), 135
333 West Wacker Drive Length of Service: previously, credit analyst
Chicago, IL 60606 Since 2003 (1996) of Nuveen Advisory
(4/10/67) Corp.; Chartered Financial
Analyst.
Edward F. Neild, IV Vice President Term: Annual Managing Director (since 141
333 West Wacker Drive Length of Service: 2002), formerly, Vice
Chicago, IL 60606 Since 1996 President (from 1996) of
(7/7/65) Nuveen Institutional
Advisory Corp. and Nuveen
Advisory Corp.; Managing
Director of Nuveen Asset
Management, Inc. (since
1999); Chartered Financial
Analyst.
Thomas J. O'Shaughnessy Vice President Term: Annual Vice President (since 2002), 135
333 West Wacker Drive Length of Service: previously, Assistant Vice
Chicago, IL 60606 Since 1998 President (1998) of Nuveen
(9/4/60) Advisory Corp.
Thomas C. Spalding Vice President Term: Annual Vice President of Nuveen 135
333 West Wacker Drive Length of Service: Advisory Corp. and Nuveen
Chicago, IL 60606 Since 1987 Institutional Advisory
(7/31/51) Corp.; Chartered Financial
Analyst.
--------------------------------------------------------------------------------
* Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.
23
AUDIT COMMITTEE REPORT
The audit committee of the Board is responsible for assisting the Board in
monitoring (1) the accounting and reporting policies and procedures of the
Funds, (2) the quality and integrity of the Fund's financial statements, (3)
each Fund's compliance with regulatory requirements, and (4) the independence
and performance of the Fund's independent and internal auditors. Among other
responsibilities, the committee reviews, in its oversight capacity, each Fund's
annual financial statements with both management and the independent auditors
and the committee meets periodically with the independent and internal auditors
to consider their evaluation of the Fund's financial and internal controls. The
committee also selects, retains, evaluates and replaces each Fund's independent
auditors and determines their compensation, subject to ratification of the
Board, if required. The committee is currently composed of seven Board Members
and operates under a written charter adopted and approved by the Board, a copy
of which is attached as Appendix A. Each committee member is independent as
defined by New York Stock Exchange and American Stock Exchange listing
standards, as applicable.
The committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees). Each Fund's independent auditors
provided to the committee the written disclosure required by Independent
Standards Board Standard No. 1 (Independent Discussions with Audit Committees),
and the committee discussed with representatives of the independent auditors
their firm's independence. As provided in the Audit Committee Charter, it is not
the committee's responsibility to determine, and the considerations and
discussions referenced above do not ensure, that each Fund's financial
statements are complete and accurate and presented in accordance with generally
accepted accounting principles.
Based on the committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the committee, the committee has recommended that the
Board include the audited financial statements in each Fund's Annual Report.
The members of the committee are:
William E. Bennett*
Lawrence H. Brown
Peter R. Sawers
Judith M. Stockdale
Robert P. Bremner
Anne E. Impellizzeri
William J. Schneider
* Mr. Bennett was appointed to the Board and the audit committee of the NAC
Funds on July 29, 2003.
24
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 $ 9,888 $0 $ 400
California Performance 10,772 0 2,760
California Opportunity 8,671 0 2,738
California Investment 11,167 0 2,764
California Select 15,395 0 2,808
California Quality 14,916 0 2,803
Insured California 7,838 0 2,729
Insured California 2 10,426 0 2,756
California Premium 7,402 0 2,725
California Dividend 15,085 0 2,805
California Dividend 2 11,216 0 2,764
California Dividend 3 15,042 0 2,804
Insured California Dividend 11,633 0 2,769
Insured California Tax-Free 10,500 0 1,521
Insured Florida Tax-Free 8,400 0 1,514
Insured Florida Premium 11,506 0 2,768
Florida Investment 12,372 0 2,776
Florida Quality 11,396 0 2,766
New Jersey Dividend 7,784 0 2,729
New Jersey Dividend 2 6,957 0 2,720
New Jersey Investment 13,937 0 2,793
New Jersey Premium 10,390 0 2,756
Pennsylvania Dividend 6,479 0 2,715
Pennsylvania Dividend 2 6,653 0 2,717
Pennsylvania Premium 2 11,804 0 2,771
Pennsylvania Investment 12,254 0 2,775
-----------------------------------------------------------------------------------------
ALL NON-AUDIT FEES. The audit committee 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.
25
APPOINTMENT OF INDEPENDENT AUDITORS
Each Board has appointed Ernst & Young LLP, independent public accountants, as
independent auditors to audit the books and records of each Fund for its fiscal
year. A representative of Ernst & Young LLP will be present at the meeting to
make a statement, if such representative so desires, and to respond to
shareholders' questions. Ernst & Young LLP has informed each Fund that it has no
direct or indirect material financial interest in the Fund, Nuveen, the Adviser
or any other investment company sponsored by Nuveen.
SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), require Board Members and officers, the
investment adviser, affiliated persons of the investment adviser and persons who
own more than 10% of a registered class of the Funds' equity securities to file
forms reporting their affiliation with that Fund and reports of ownership and
changes in ownership of that Fund's shares with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange or American Stock
Exchange, as applicable. These persons and entities are required by SEC
regulation to furnish the Funds with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, each Fund
believes that the Fund's Board Members and officers, investment adviser and
affiliated persons of the investment adviser have complied with all applicable
Section 16(a) filing requirements during its last fiscal year except that with
respect to New Jersey Dividend, New Jersey Dividend 2, Pennsylvania Dividend,
Pennsylvania Dividend 2, California Dividend 3 and Insured California Dividend a
late filing was made on Form 3 on behalf of NAC. To the knowledge of management
of the Funds, no shareholder of a Fund owns more than 10% of a registered class
of a Fund's equity securities.
INFORMATION ABOUT THE ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves
as investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois
60606. Nuveen Investments, Inc., is approximately 79% 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 2004, 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 23, 2004. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than September 6, 2004. Timely
submission of a proposal does not mean that such proposal will be included in a
proxy statement.
26
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Funds pro rata based on the
number of shareholder accounts. All other costs in connection with the
solicitation of proxies, will also be paid by the Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers or employees of Nuveen or the Adviser, or by
dealers and their representatives.
FISCAL YEAR
The last fiscal year end for each Fund except the California Funds was June 30,
2003. The last fiscal year end for the California Funds was August 31, 2003.
ANNUAL REPORT DELIVERY
Annual reports were sent to shareholders of record of each Fund following each
Fund's fiscal year end. Each Fund will furnish, without charge, a copy of its
annual report and/or semi-annual report as available upon request. Such written
or oral requests should be directed to such Fund at 333 West Wacker Drive,
Chicago, Illinois 60606 or by calling 1-800-257-8787.
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
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 Annual Meeting. However, if
other matters are properly presented to the Annual Meeting for a vote, the
proxies will be voted by the persons acting under the proxies upon such matters
in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each Annual Meeting
will be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours
beginning ten days prior to the date of that Annual Meeting.
27
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 the proposal if they
determine that adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Fund's By-Laws, an adjournment of
a meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Jessica R. Droeger
Vice President and Secretary
October 21, 2003
28
APPENDIX A
NUVEEN MANAGEMENT INVESTMENT COMPANIES
AUDIT COMMITTEES CHARTER
Revised May, 2003
ORGANIZATION AND MEMBERSHIP
There shall be a committee of each Board of Directors/Trustees of the Nuveen
Management Investment Companies (the "Funds") 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 Funds
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. In particular, each member must meet the independence and experience
requirements of the New York Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission"). 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. 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 (this person may also be the Committee's "financial expert"). The Board
shall appoint the members of the Audit Committee, on the recommendation of the
Governance Committee.
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 Funds' compliance
with legal and regulatory requirements and (4) the independent auditors'
qualifications and independence, and the performance of the internal audit
function and independent auditors. In doing so, the Audit Committee shall seek
to maintain free and open means of communication among the Directors/Trustees,
the independent auditors, the internal auditors and the management of Nuveen.
The Audit Committee shall meet periodically with Nuveen management, the Funds'
internal auditor, and the Funds' independent auditors, in separate executive
sessions.
The Audit Committee shall have the authority and resources 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 Nuveen Investments,
Inc. (or its affiliates) 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.
A-1
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 Audit
Committee to select, retain, evaluate and replace the independent auditors and
to determine their compensation, subject to ratification of the Board, if
required.
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 and the independent auditors including major issues
regarding accounting and auditing principles and practices, and the
Funds' disclosures in its periodic reports under "Management's
Discussion and Analysis."
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 judgments and accounting estimates or
other matters that would need to be communicated under Statement on
Auditing Standards (SAS) No. 90, Audit Committee Communications
(which amended SAS No. 61, Communication with Audit Committees), that
arise during the auditors' review of the Funds' financial statements,
which information the Chairman shall further communicate to the other
members of the Committee, as deemed necessary or appropriate in the
Chairman's judgment.
3. Discussing with management the Funds' press releases regarding
dividends, as well as financial information and guidance provided to
analysts and rating agencies. This discussion may be done generally,
consisting of discussing the types of information to be disclosed and
the types of presentations to be made. The Chairman of the Audit
Committee shall be authorized to have these discussions with
management on behalf of the Audit Committee.
4. Discussing with management and the independent auditors significant
financial reporting issues and judgments made in connection with the
preparation of the Funds' financial statements, including any
significant changes in the Funds' selection or application of
accounting principles and any major issues as to the adequacy of the
Funds' internal controls and any special audit steps adopted in light
of control deficiencies.
5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.
A-2
6. Reviewing and discussing reports from the independent auditors
regarding (a) all critical accounting policies and practices to be
used; (b) all alternative treatments of financial information within
generally accepted accounting principles that have been discussed
with management, ramifications of the use of such alternative
treatments and disclosures, and the treatment preferred by the
independent auditors; and (c) other material written communications
between the independent auditors and management, such as any
management letter or schedule of unadjusted differences.
7. Discussing with management the Funds' major financial risk exposures
and the steps management has taken to monitor and control these
exposures, including the Funds' risk assessment and risk management
policies.
8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during
their certification process for the Funds' periodic reports about any
significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the
Funds' internal controls.
With respect to the independent auditors:
1. Appointing or replacing the independent auditors, subject, if
applicable, only to Board and shareholder ratification; and
compensating and overseeing the work of the independent auditor
(including the resolution of disagreements between management and the
independent auditor regarding financial reporting), who shall report
directly to the Audit Committee, for the purpose of preparing or
issuing an audit report or related work.
2. Meeting with the independent auditors and Fund management to review
the scope, fees, audit plans and staffing for the audit, for the
current year. At the conclusion of the audit, reviewing such audit
results, including the independent auditors' evaluation of the Funds'
financial and internal controls, any comments or recommendations of
the independent auditors, any audit problems or difficulties and
management's response, any significant changes required from the
originally planned audit programs and any adjustments to such
statements recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services
(including the fees and terms thereof) to be performed for the Funds
by their independent auditors, subject to the de minimis exceptions
for non-audit services described in Section 10A of the Exchange Act
that the Audit Committee approves prior to the completion of the
audit. The Chairman of the Audit Committee shall be authorized to
give pre-approvals of such non-audit services on behalf of the Audit
Committee.
4. Obtaining and reviewing a report from the independent auditors at
least annually (including a formal written statement delineating all
relationships between the auditors and the Funds) regarding (a) the
independent auditor's internal quality-control procedures; (b) any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by an
A-3
inquiry or investigation by governmental or professional authorities
within the preceding five years, respecting one or more independent
audits carried out by the firm; (c) any steps taken to deal with any
such issues; and (d) all relationships between the independent
auditor and the Funds and their affiliates; and evaluating the
qualifications, performance and independence of the independent
auditor, including their membership in the SEC practice section of
the AICPA and their compliance with all applicable requirements for
independence and peer review, and a review and evaluation of the lead
partner, taking into account the opinions of management and the
internal auditors, and discussing such reports with the independent
auditors. The Audit Committee shall present its conclusions with
respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by
Section 10A(b) of the Exchange Act regarding any illegal act detected
by the independent auditor (whether or not perceived to have a
material effect on the Funds' financial statements) and obtaining
from the independent auditors any information about illegal acts in
accordance with Section 10A(b).
6. Ensuring the rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law, and further
considering the rotation of the independent auditor firm itself.
7. Recommending to the Board of Directors policies for the Funds' or the
Adviser's hiring of employees or former employees of the independent
auditor who participated in the audit of the Funds.
With respect to any internal auditor:
1. 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.
2. 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:
1. Reviewing with the Funds' and the Adviser's counsel legal matters
that may have a material impact on the Fund's financial statements
or compliance policies.
2. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to
the Funds.
3. 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 eliciting any
recommendations for the
A-4
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 that might
be deemed illegal or otherwise improper.
4. Reviewing the reports of examinations by regulatory authorities.
5. Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that raises
material issues regarding the Funds' financial statements or
accounting policies.
6. Obtaining reports from management with respect to the Funds'
policies and procedures regarding compliance with applicable laws
and regulations.
7. Reporting to the Directors/Trustees on the results of the activities
of the Committee.
8. Performing any special reviews, investigations or oversight
responsibilities requested by the Directors/Trustees.
9. Preparing any report required by the rules of the SEC to be included
in a proxy statement for a fund.
10. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board of Directors/Trustees 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.
A-5
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com NCA 1103
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago
www.nuveen.com
NAC Closed-End Funds
[Insert Fund Name]
Municipal Auction Rate Cumulative Preferred Shares
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and use the
control number shown.
2. On the internet at www.proxyweb.com, enter the control number shown and
follow the simple instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.
**** CONTROL NUMBER: 999 999 999 999 98 ****
THIS PROXY IS SOLICITED BY THE BOARD OF
[FUND NAME]
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 2003.
The Annual Meeting of shareholders will be held Monday, November 17, 2003 at
10:00 a.m. Central Time, in the 31st floor conference room of Nuveen
Investments, Inc., 333 West Wacker Drive, Chicago, Illinois. At this meeting,
you will be asked to vote on the proposal described in the proxy statement
attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R.
Droeger and Gifford R. Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned, to represent and vote the shares of
the undersigned at the Annual Meeting of shareholders to be held on November 17,
2003 or any adjournment or adjournments thereof.
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.proxyweb.com).
Date:
----------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
---------------------------------------
---------------------------------------
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.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. Election of Board Members:
(01) Timothy R. Schwertfeger (07) Judith M. Stockdale FOR NOMINEES WITHHOLD
(02) William J. Schneider (08) William E. Bennett listed at left AUTHORITY
(03) Robert P. Bremner (09) Jack B. Evans (except as marked to vote for all
(04) Lawrence H. Brown (10) William L. Kissick to the contrary) nominees listed
(05) Anne E. Impellizzeri (11) Thomas E. Leafstrand [ ] at left
(06) Peter R. Sawers (12) Sheila W. Wellington [ ]
(INSTRUCTION: To withhold authority to vote for any
individual Nominee(s), write the number(s) of the nominee(s) on
the line provided below.)
-----------------------------------------------------------------
(NUVEEN LOGO)
NUVEEN INVESTMENTS
Nuveen Investments
333 West Wacker Dr.
Chicago
www.nuveen.com
NAC Closed-End Funds
[Insert Fund Name]
Common Shares
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and use the
control number shown.
2. On the internet at www.proxyweb.com, enter the control number shown and
follow the simple instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.
**** CONTROL NUMBER: 999 999 999 999 98 ****
THIS PROXY IS SOLICITED BY THE BOARD OF
[FUND NAME]
FOR AN ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 17, 2003.
The Annual Meeting of shareholders will be held Monday, November 17, 2003 at
10:00 a.m. Central Time, in the 31st floor conference room of Nuveen
Investments, Inc., 333 West Wacker Drive, Chicago, Illinois. At this meeting,
you will be asked to vote on the proposal described in the proxy statement
attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R.
Droeger and Gifford R. Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned, to represent and vote the shares of
the undersigned at the Annual Meeting of shareholders to be held on November 17,
2003 or any adjournment or adjournments thereof.
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.proxyweb.com).
Date:
---------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S)
ON LEFT. (Please sign in Box)
---------------------------------------
---------------------------------------
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.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. Election of Board Members:
(01) William E. Bennett (06) William L. Kissick FOR NOMINEES WITHHOLD
(02) Robert P. Bremner (07) Thomas E. Leafstrand listed at left AUTHORITY
(03) Lawrence H. Brown (08) Peter R. Sawers (except as marked to vote for all
(04) Jack B. Evans (09) Judith M. Stockdale to the contrary) nominees listed
(05) Anne E. Impellizzeri (10) Sheila W. Wellington [ ] at left
[ ]
(INSTRUCTION: To withhold authority to vote for any
individual Nominee(s), write the number(s) of the nominee(s) on
the line provided below.)
-------------------------------------------------------------------