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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[x] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NUVEEN INSURED TAX-FREE BOND FUND, 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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[ ] 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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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
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December 26, 1996
Dear Nuveen Shareholder,
As recently announced, The John Nuveen Company intends to acquire Flagship
Resources, Inc., a highly-regarded sponsor of 27 municipal mutual funds. The
integration of the Nuveen and Flagship mutual fund families is expected to
result in increased operating efficiencies and lower expenses for shareholders.
Your Fund has proposed certain changes to how it is organized and managed, as
part of the integration of the Nuveen and Flagship mutual fund families.
These changes are designed to create uniform names, objectives and policies for
all the mutual funds in the combined family, and to provide enhanced operating
flexibility to help the funds continue to offer competitive returns in light of
changing market conditions. THESE PROPOSALS WILL NOT RESULT IN ANY CHANGES TO
YOUR FUND'S CONSERVATIVE INVESTMENT PHILOSOPHY.
On December 12, 1996, your fund held a 'Special' shareholder meeting to approve
these changes to the organization and operation of the funds. We adjourned the
meeting until January 10, 1997 for certain proposals, because not enough votes
were received to approve those proposals. The adjournment will give us more
time to solicit the necessary number of votes to pass the proposals for all
Nuveen and Flagship mutual funds.
REGARDLESS OF THE SIZE OF YOUR HOLDINGS, YOUR VOTE IS VERY IMPORTANT. PROXY
SOLICITATION IS THE ONLY VEHICLE THE FUNDS HAVE TO ADMINISTER THESE TYPES OF
CHANGES; ABSTAINING FROM VOTING DOES NOT MEAN A VOTE IN FAVOR OF MANAGEMENT.
THE BOARD OF DIRECTORS OF YOUR FUND STRONGLY BELIEVES THAT THESE CHANGES WILL
BENEFIT YOUR FUND.
We have enclosed a brief recap of the most commonly asked questions about the
proposals to help you make an informed decision. PLEASE TAKE A MOMENT TO REVIEW
THE PROXY MATERIALS AND THEN RETURN YOUR SIGNED PROXY CARD IN THE PREPAID
ENVELOPE. You may receive a follow up phone call to verify your receipt of
the materials and to help answer any questions.
Thank you for your continued confidence in Nuveen and our family of
investments. If you have any questions, please call Nuveen at 800.621.7227.
Sincerely,
Timothy R. Schwertfeger
Chairman of the Board
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IMPORTANT VOTING INFORMATION FOR SHAREHOLDERS
OF THE NUVEEN TAX-FREE VALUE FUNDS
The following is a brief overview of the proposals to be voted upon at the
December 12, 1996 shareholder meeting. It should be read in conjunction with
your fund's proxy statement, which was mailed to you earlier. If you would like
another copy of the proxy statement, please call us at the number listed below.
YOUR VOTE IS VERY IMPORTANT.
If you have not already done so, please fill out and return the enclosed proxy
card in a timely fashion. Thank you for your support of the Nuveen family of
mutual funds.
Q. What proposals am I being asked to vote on?
A. You are being asked to vote on the following proposals:
- Election of 8 fund Board members;
- Changing the fund's 1940 Act diversification status
(Maryland, Massachusetts and Insured Massachusetts funds only);
- Modifying certain of the fund's fundamental investment policies; and
- Reorganizing the fund's corporate structure.
Q. Why is my fund proposing to make these changes?
A. Your fund has proposed these changes as part of the integration of the
Nuveen and Flagship mutual fund families. These changes are designed to create
uniform names, objectives and policies for all the mutual funds in the combined
family, and to provide enhanced operating flexibility to help the funds
continue to offer competitive returns in light of changing market conditions.
THESE PROPOSALS WILL NOT RESULT IN ANY CHANGES TO NUVEEN'S CONSERVATIVE
INVESTMENT PHILOSOPHY.
Q. Why are the Maryland, Massachusetts and Insured Massachusetts funds
proposing to change their diversification status?
A. These funds are proposing to change their diversification status (as
defined by the Investment Company Act of 1940) in order to obtain modest
additional flexibility in purchasing municipal bonds that meet the fund's
investment objectives and policies. This additional flexibility will help each
fund to continue to offer competitive returns in light of changing bond
availability and market conditions within its specific state. Although each
fund will have a somewhat greater ability to concentrate a portion of its
assets in a few issuers, the fund will continue to purchase a broad range of
investment grade quality municipal bonds of different types, industries and
issuers in order to limit investment risk. THE PROPOSED CHANGE WILL NOT ALTER
EACH FUND'S CONSERVATIVE INVESTMENT PHILOSOPHY AND IS NOT EXPECTED TO CHANGE
THE FUND'S CORE MANAGEMENT PRACTICES.
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Q. Are each of the proposed changes to my fund's fundamental investment
policies in my best interest?
A. The Board of your fund has considered each of the proposed investment
policy changes and believes that each is in the best interests of the fund and
its shareholders. These changes are being proposed for several reasons.
First, as part of Nuveen's acquisition of the Flagship family of municipal
mutual funds, Nuveen's mutual funds are seeking to adopt uniform investment
objectives and policies for all the funds, which is expected to enable the fund
to operate more efficiently and streamline the investment process. Second,
these proposed changes will provide enhanced operating flexibility that is
intended to help your fund to continue to provide competitive returns and to
capitalize more quickly on new investment opportunities. THESE PROPOSED
CHANGES WILL NOT RESULT IN ANY CHANGES TO YOUR FUND'S CONSERVATIVE INVESTMENT
PHILOSOPHY OR CORE MANAGEMENT PRACTICES.
Q. Why is my fund reorganizing its corporate structure?
A. Your fund is being reorganized in order to facilitate the integration of
the Nuveen and Flagship mutual fund families and to help enable your fund to
remain competitive. The reorganization is expected to help your fund to
operate more efficiently and to adjust more quickly and efficiently to future
market conditions and regulatory changes. THE PROPOSED REORGANIZATION WILL
NOT RESULT IN ANY CHANGES TO YOUR FUND'S CONSERVATIVE INVESTMENT PHILOSOPHY OR
CORE MANAGEMENT PRACTICES, AND WILL NOT AFFECT YOUR FUND'S ABILITY TO PAY
TAX-FREE DIVIDENDS.
Q. Has the Board of my fund approved these changes?
A. The Board of your fund has unanimously approved each of these proposals and
recommends that you vote "For" all the proposals.
Q. How do I vote my shares?
A. You can vote your shares by completing, signing, dating and mailing the
enclosed proxy card in the postage paid envelope. If you have any questions
regarding the enclosed proxy, would like another copy of the proxy statement
sent to you earlier, or need any assistance in voting your shares, please call
our proxy solicitor, Shareholder Services Inc. ("SSI") at 800-621-7227.
(Non-Merging Funds 11/22 Final)
