<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETINGS 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 30, 1997 60606
800-257-8787
</TABLE>
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN MUNICIPAL ADVANTAGE FUND, INC.
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC.
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC.
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2
June 23, 1997
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Performance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc.,
Nuveen Municipal Market Opportunity Fund, Inc., Nuveen Investment Quality
Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc., Nuveen Select
Quality Municipal Fund, Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen
Insured Municipal Opportunity Fund, Inc., Nuveen Premier Municipal Income Fund,
Inc., Nuveen Premier Insured Municipal Income Fund, Inc., Nuveen Premium Income
Municipal Fund 2, Inc., Nuveen Premium Income Municipal Fund 4, Inc., each a
Minnesota corporation and Nuveen Insured Premium Income Municipal Fund 2, a
Massachusetts business trust (individually, a "Fund" and, collectively, the
"Funds"), will be held in the 6th floor auditorium of The Northern Trust
Company, 50 South LaSalle Street, Chicago, Illinois, on Wednesday, July 30,
1997, at 10:30 a.m., Chicago time, for the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:
1. To elect six (6) Board Members to serve until the next Annual Meeting
and until their successors shall have been duly elected and qualified.
2. To ratify the selection of Ernst & Young LLP as independent auditors for
the fiscal year ending October 31, 1997.
3. To transact such other business as may properly come before the Annual
Meeting.
MATTER TO BE VOTED ON BY EACH FUND'S HOLDERS OF MUNICIPAL AUCTION RATE
CUMULATIVE PREFERRED ONLY:
To elect two (2) Board Members to serve until the next Annual Meeting and until
their successors shall have been duly elected and qualified.
Shareholders of record of each Fund at the close of business on June 2, 1997 are
entitled to notice of and to vote at that Fund's Annual Meeting.
IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE THAT
YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON AT
YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
Gifford R. Zimmerman
Vice President and Assistant Secretary
<PAGE> 3
<PAGE> 4
JOINT PROXY STATEMENT 333 West Wacker Drive
JUNE 23, 1997 Chicago, Illinois
60606
800-257-8787
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN MUNICIPAL ADVANTAGE FUND, INC.
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC.
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC.
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each Director or Trustee a "Board Member") of each of Nuveen Performance
Plus Municipal Fund, Inc. ("Performance Plus"), Nuveen Municipal Advantage Fund,
Inc. ("Municipal Advantage"), Nuveen Municipal Market Opportunity Fund, Inc.
("Municipal Market Opportunity"), Nuveen Investment Quality Municipal Fund, Inc.
("Investment Quality"), Nuveen Insured Quality Municipal Fund, Inc. ("Insured
Quality"), Nuveen Select Quality Municipal Fund, Inc. ("Select Quality"), Nuveen
Quality Income Municipal Fund, Inc. ("Quality Income"), Nuveen Insured Municipal
Opportunity Fund, Inc. ("Insured Municipal Opportunity"), Nuveen Premier
Municipal Income Fund, Inc. ("Premier Municipal"), Nuveen Premier Insured
Municipal Income Fund, Inc. ("Premier Insured"), Nuveen Premium Income Municipal
Fund 2, Inc. ("Premium Income 2"), Nuveen Premium Income Municipal Fund 4, Inc.
("Premium Income 4"), and Nuveen Insured Premium Income Municipal Fund 2
("Insured Premium Income 2") (individually, a "Fund" and, collectively, the
"Funds"), of proxies to be voted at the Annual Meeting of Shareholders of each
Fund to be held on July 30, 1997 (for each Fund, an "Annual Meeting" and,
collectively, the "Annual Meetings"), and at any and all adjournments thereof.
On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the six Board nominees to be elected by
all shareholders and the two Board nominees to be elected by holders of
Municipal Auction Rate Cumulative Preferred ("MuniPreferred(R)") as listed in
this Joint Proxy Statement, and FOR ratification of the selection of Ernst &
Young LLP as each Fund's independent auditors. Shareholders of any Fund who
execute proxies may revoke them at any time before they are voted by filing with
that Fund a written notice of revocation, by delivering a duly executed proxy
bearing a later date, or by attending that Annual Meeting and voting in person.
The Board of each Fund has determined that the use of this Joint Proxy Statement
for the Fund's Annual Meeting is in the best interest of the Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders of
one Fund will not affect the vote on the proposal by the shareholders of another
Fund.
The following table indicates which shareholders are solicited with respect to
each matter:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Matter Common Shares MuniPreferred
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all Shareholders (Robert X X
Bremner, Lawrence Brown, Anthony Dean, Anne Impellizzeri,
Peter Sawers and Judith Stockdale nominated)
- ------------------------------------------------------------------------------------------------
Election of Board Members by MuniPreferred only (William X
Schneider and Timothy Schwertfeger nominated)
- ------------------------------------------------------------------------------------------------
Ratify Selection of Auditors X X
- ------------------------------------------------------------------------------------------------
</TABLE>
A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for each Fund the election of the two nominees
to be elected by holders of MuniPreferred, 33 1/3% of
1
<PAGE> 5
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 matters submitted to the
shareholders for a vote, abstentions and broker non-votes will be treated as
shares voted against the election of Board Members and against ratification of
the selection of independent auditors. The details of each proposal to be voted
on by the shareholders of each Fund and the vote required for approval of each
proposal are set forth under the description of each proposal below.
As of June 2, 1997, there were issued and outstanding: 59,158,617 shares of
common stock and 4,000 shares of each series of MuniPreferred, Series M, T, W
and F, of Performance Plus; 42,097,246 shares of common stock and 3,000 shares
of each series of MuniPreferred, Series M, T, W and F, of Municipal Advantage;
44,762,071 shares of common stock and 4,000 shares of each series of
MuniPreferred, Series M, T and F, of Municipal Market Opportunity; 35,434,213
shares of common stock and 2,500 shares of each series of MuniPreferred, Series
M, T, W and F, of Investment Quality; 37,417,315 shares of common stock and
2,600 shares of each series of MuniPreferred, Series M, T, W and F, of Insured
Quality; 33,481,339 shares of common stock and 2,000 shares of each series of
MuniPreferred, Series M and T and 2,800 shares of each series of MuniPreferred
Series W and F of Select Quality; 53,120,265 shares of common stock, and 3,000
shares of each series of MuniPreferred, Series M, T, W and F and 4,000 shares of
MuniPreferred, Series TH, of Quality Income; 79,724,513 shares of common stock
and 4,000 shares of each series of MuniPreferred, Series M, T, W, TH1, TH2 and F
of Insured Municipal Opportunity; 19,693,439 shares of common stock and 2,800
shares of each series of MuniPreferred, Series T and TH of Premier Municipal;
19,123,476 shares of common stock and 2,800 shares of each series of
MuniPreferred, Series TH and F of Premier Insured; 40,731,119 shares of common
stock and 2,000 shares of each series of MuniPreferred, Series M, W and F and
3,000 shares of each series of MuniPreferred, Series T and TH of Premium Income
2; 40,808,465 shares of common stock and 1,328 shares of each series of
MuniPreferred, Series T2 and F2, 1,680 shares of MuniPreferred, Series W, 1,800
shares of MuniPreferred, Series F, 2,000 shares of each series of MuniPreferred,
Series T and TH, and 2,200 shares of MuniPreferred, Series M of Premium Income
4; 37,239,037 common shares and 2,080 shares of each series of MuniPreferred,
Series M and W and 2,196 shares of MuniPreferred Series F of Insured Premium
Income 2. Those persons who were shareholders of record at the close of business
on June 2, 1997 will be entitled to one vote for each share held.
This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about June 23, 1997.
2
<PAGE> 6
1. ELECTION OF BOARD MEMBERS OF EACH FUND
At each Fund's Annual Meeting, eight (8) Board Members are to be elected to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified. Under the terms of each Fund's Charter, as amended,
under normal circumstances holders of MuniPreferred are entitled to elect two
(2) Board Members, and the remaining Board Members are to be elected by holders
of common shares and MuniPreferred, voting together as a single class. The
members of the Board and the nominees for election to the Board are the same for
each Fund. Table I below shows the nominated Board Members of each Fund to be
elected by holders of common shares and MuniPreferred, voting together as a
single class. Table II below shows the nominated Board Members of each Fund to
be elected by holders of MuniPreferred only. The affirmative vote of a majority
of the shares present and entitled to vote at each Fund's Annual Meeting (except
for Insured Premium Income 2) will be required to elect Board Members of that
Fund. For Insured Premium Income 2, the affirmative vote of a plurality of the
shares present and entitled to vote at that Fund's Annual Meeting will be
required to elect the Board Members of that Fund.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as Board
Members of each Fund if elected; however, should any nominee become unable or
unwilling to accept nomination or election, the proxies for each Fund will be
voted for one or more substitute nominees designated by that Fund's present
Board.
Tables I and II below show each nominee's age, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a Board Member of each Fund and the number of common shares of the
Funds and of all funds managed by Nuveen Advisory Corp. (excluding money market
funds) which each nominee beneficially owned as of April 30, 1997. All of the
nominees, except Ms. Stockdale and Messrs. Bremner and Schneider, were last
elected to the Board at the 1996 annual meeting of shareholders. Messrs. Bremner
and Schneider were appointed to each Fund's Board in May 1997 and will be
standing for election by each Fund's shareholders for the first time at the
Annual Meeting. Mr. Bremner was appointed to fill the vacancy that existed on
each Fund's Board and the appointment of Mr. Schneider was made in connection
with an expansion in the size of the Board. In addition, Ms. Stockdale will also
be standing for election by each Fund's shareholders for the first time at the
Annual Meeting. Ms. Stockdale's appointment, which will be effective July 1,
1997, was to fill a vacancy that will occur upon the retirement of Margaret K.
Rosenheim from each Fund's Board on July 30, 1997. Pursuant to the term limits
set by the Board, Mrs. Rosenheim is not eligible for reelection. The Board and
all management of the Nuveen Funds wish to express their appreciation to Mrs.
Rosenheim for her contributions to the Nuveen Funds.
EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED BELOW.
TABLE I
NOMINEES FOR EACH FUND TO BE
ELECTED BY ALL SHAREHOLDERS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Full Common Shares
Beneficially Owned on
April 30, 1997
------------------------
All
Name, Age and Principal Occupations of Year First Elected The Nuveen
Nominees as of April 30, 1997(1) or Appointed a Board Member Funds(2) Funds(3)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert P. Bremner (56) 1997--All Fund 0 893(4)
Board Member of the Funds; private investor and
management consultant.
Lawrence H. Brown (62) 1993--All Funds 1,544 3,864
Board Member of the Funds; retired in August 1989 as
Senior Vice President of The Northern Trust Company.
*Anthony T. Dean (52) 1996--All Funds 5,000 5,695
Board Member and President of the Funds (since July
1996); Chairman (since July 1996) and Trustee (since
July 1994) of the Nuveen Select
Tax-Free Portfolios advised by Nuveen Institutional
Advisory Corp.; President (since July 1996) and Director
of The John Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Anne E. Impellizzeri (64) 1994--All Funds 1,000 2,000
Board Member of the Funds; President and Chief Executive
Officer of Blanton-Peale Institute.
</TABLE>
3
<PAGE> 7
TABLE I CONTINUED
NOMINEES FOR EACH FUND TO BE
ELECTED BY ALL SHAREHOLDERS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
ON
APRIL 30, 1997
--------------------
YEAR FIRST ELECTED ALL
NAME, AGE AND PRINCIPAL OCCUPATIONS OF OR APPOINTED A BOARD THE NUVEEN
NOMINEES AS OF APRIL 30, 1997(1) MEMBER FUNDS(2) FUNDS(3)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Peter R. Sawers (64) 1991--All Funds, 2,693 9,105
Board Member of the Funds; Adjunct Professor of Business and except Premium Income 2,
Economics, University of Dubuque, Iowa; Adjunct Professor, Lake Premium Income 4 and
Forest Graduate School of Management, Lake Forest, Illinois; Insured Premium Income 2
prior thereto, Executive Director, Towers Perrin Australia 1992--Premium Income 2
(management consultant); Chartered Financial Analyst; Certified 1993-- Premium Income 4
Management Consultant. Insured Premium
Income 2
Judith M. Stockdale (49) 1997--All Funds 0 0
Board Member of the Funds (effective July 1, 1997); Executive
Director (since 1994) of the Gaylord and Dorothy Donnelley
Foundation; prior thereto, Executive Director (from 1990 to
1994) of the Great Lakes Protection Fund.
</TABLE>
TABLE II
NOMINEES FOR EACH FUND TO BE ELECTED BY HOLDERS OF
MUNIPREFERRED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED ON
APRIL 30, 1997
------------------------
ALL
NAME, AGE AND PRINCIPAL OCCUPATIONS YEAR FIRST ELECTED OR THE NUVEEN
OF NOMINEES AS OF APRIL 30, 1997(1) APPOINTED A BOARD MEMBER FUNDS(2) FUNDS(3)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William J. Schneider (52) 1997--All Funds 0 16,443
Board Member of the Funds; Senior partner,
Miller-Valentine Partners; Vice President,
Miller-Valentine Realty, Inc.
*Timothy R. Schwertfeger (48) 1994--All Funds 25,000 154,499
Board Member of the Funds and (since July 1996) Chairman
of the Funds; Trustee and President (since July 1996) of
the Nuveen Select Tax-Free Portfolios advised by Nuveen
Institutional Advisory Corp.; Chairman (since July 1996)
and Director of The John Nuveen Company, John Nuveen &
Co. Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.
(1) The nominees for the Board of the Funds, except Ms. Stockdale, are board
members of 42 Nuveen open-end funds and 52 closed-end funds managed by Nuveen
Advisory Corp. ("NAC Funds"). Ms. Stockdale will be a board member of the NAC
Funds effective July 1, 1997. In addition, Messrs. Dean and Schwertfeger are
also board members of eight funds managed by Nuveen Institutional Advisory Corp.
("NIAC Funds").
(2) The shares shown in this column include the following: Anthony T. Dean,
5,000 shares of Municipal Market Opportunity; Lawrence H. Brown, 742 shares of
Insured Municipal Opportunity, and 802 shares of Quality Income; Anne E.
Impellizzeri, 1,000 shares of Insured Municipal Opportunity; Peter R. Sawers,
1,348 shares of Municipal Advantage and 1,345 shares of Insured Quality; and
Timothy R. Schwertfeger, 5,000 shares each of Insured Municipal Opportunity,
Municipal Market Opportunity, Performance Plus, Select Quality and Municipal
Advantage. These persons have sole voting power and sole investment power,
except that Mr. Schwertfeger's shares of Municipal Market Opportunity and
Insured Municipal Opportunity are held jointly with his wife. In addition, Mr.
Schwertfeger is deemed to beneficially own the shares of Performance Plus,
Select Quality and Municipal Advantage that are held by his wife. In addition to
the shares shown in this column, Nuveen Advisory Corp., of which Messrs. Dean
and Schwertfeger are directors, beneficially owned 26,230 full common shares of
Premium Income 4 and 15,147 full common shares of Insured Premium Income 2. No
director nominee beneficially owned as much as 1% of any Fund's outstanding
Common Shares or beneficially owned any shares of MuniPreferred of any of the
Funds.
(3) The number shown reflects the aggregate number of common shares beneficially
owned in all of the NAC Funds referred to in note (1) above (excluding money
market funds).
(4) Represent shares which are owned by Mr. Bemner's spouse. Mr. Bremner
disclaims beneficial ownership of these shares.
The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen") or
Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the
Funds. Board Members who are not affiliated with Nuveen or the Adviser receive a
$32,500 annual retainer for serving as a director or trustee, as the case may
be, of all exchange-traded funds sponsored by Nuveen and managed by the Adviser
and a $1,000 fee per day plus expenses for attendance at all meetings held on a
day
4
<PAGE> 8
on which a regularly scheduled Board meeting is held, a $1,000 fee per day plus
expenses for attendance in person or a $500 fee per day plus expenses for
attendance by telephone at a meeting held on a day on which no regular Board
meeting is held, and a $250 fee per day plus expenses for attendance in person
or by telephone at a meeting of the executive committee. The annual retainer,
fees and expenses are allocated among the exchange-traded funds managed by the
Adviser on the basis of relative net asset sizes. Each Fund has adopted a
Directors' Deferred Compensation Plan pursuant to which a Board Member of that
Fund may elect to have all or a portion of the Board Member's fee deferred.
Board Members may defer fees for any calendar year by the execution of a
Participation Agreement prior to the beginning of the calendar year during which
the Board Member wishes to begin deferral. In addition, the Board Members who
are not affiliated with Nuveen or the Adviser receive a $27,500 annual retainer
for services as a director or trustee, as the case may be, of all open-end funds
sponsored by Nuveen and managed by the Adviser and similar per day meeting and
other expenses.
The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation paid by each Fund for its fiscal year
ended October 31, 1996 and the total compensation that Nuveen funds accrued for
each Board Member during the calendar year 1996, including any interest accrued
for Board Members on deferred compensation. The rate of earnings on deferred
compensation is equivalent to the average net earnings rate, computed on a
quarterly basis, on the shares of such Nuveen fund.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME OF BOARD MEMBER AGGREGATE COMPENSATION FROM THE FUNDS
- --------------------------------------------------------------------------------------------------------------------
MUNICIPAL INSURED
PERFORMANCE MUNICIPAL MARKET INVESTMENT INSURED SELECT QUALITY MUNICIPAL
PLUS ADVANTAGE OPPORTUNITY QUALITY QUALITY QUALITY INCOME OPPORTUNITY
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Bremner (2) $ 0 0 0 0 0 0 0 0
Lawrence H. Brown $ 1,919 1,468 1,538 1,266 1,321 1,195 1,826 2,643
Anne E. Impellizzeri $ 1,919 1,468 1,538 1,266 1,321 1,195 1,826 2,643
Margaret K. Rosenheim $ 2,348(4) 1,595 1,671 1,372 1,432 1,295 1,987 2,886
Peter R. Sawers $ 1,919 1,468 1,538 1,266 1,321 1,195 1,826 2,643
William J.
Schneider (2) $ 0 0 0 0 0 0 0 0
Judith M.
Stockdale (2) $ 0 0 0 0 0 0 0 0
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED FOR
NAME OF BOARD MEMBER AGGREGATE COMPENSATION FROM THE FUNDS BOARD MEMBERS(1)
- --------------------- --------------------------------------------------------------------
INSURED
PREMIUM PREMIUM PREMIUM
PREMIER PREMIER INCOME INCOME INCOME
MUNICIPAL INSURED 2 4 2
<S> <C> <C> <C> <C> <C> <C>
Robert P. Bremner (2) 0 0 0 0 0 0
Lawrence H. Brown 789 781 1,412 1,368 1,354(3) 59,000
Anne E. Impellizzeri 789 781 1,412 1,368 1,354(3) 59,000
Margaret K. Rosenheim 848 839 1,532 1,485 1,454(3) 66,815(5)
Peter R. Sawers 789 781 1,412 1,368 1,354(3) 59,000
William J.
Schneider (2) 0 0 0 0 0 0
Judith M.
Stockdale (2) 0 0 0 0 0 0
- ---------------------
</TABLE>
(1) Includes compensation for service on the boards of the NAC Funds.
(2) Messrs. Bremner and Schneider were appointed to the Board of the Funds in
May 1997 and were elected to the Boards of other NAC Funds effective December
31, 1996 and January 31, 1997. Ms. Stockdale was appointed to the Board of the
NAC Funds, including the Funds, effective July 1, 1997.
(3) Includes $462 paid by Nuveen Insured Premium Income Municipal Fund Inc. to
Messrs. Brown and Sawers and Ms. Impellizzeri and $492 to Mrs. Rosenheim prior
to its acquisition by Insured Premium Income 2 on September 9, 1996.
(4) Includes $258 in interest accrued on deferred compensation from prior years.
(5) Includes $1,565 in interest accrued on deferred compensation from prior
years.
Anthony T. Dean, Margaret K. Rosenheim and Timothy R. Schwertfeger currently
serve as members of the executive committee of the Board of each Fund. The
executive committee of each Fund, which meets between regular meetings of the
Board, is authorized to exercise all of the powers of the Board. The executive
committees of each Fund held thirteen meetings during the fiscal year ended
October 31, 1996, except for Insured Premium Income 2 which held fourteen
meetings during the fiscal year ended October 31, 1996.
Each Fund's Board has an audit committee currently composed of Robert P.
Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Margaret K. Rosenheim, Peter
R. Sawers and William J. Schneider, Board Members who are not "interested
persons." The audit committee reviews the work and any recommendations of the
Fund's independent auditors. Based on such review, it is authorized to make
recommendations to the Board. The respective audit committees of the Funds held
two meetings during the fiscal year ended October 31, 1996.
Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a nominating committee composed of the Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The nominating
committees of each Fund held one meeting during the fiscal year ended October
31, 1996. No policy or procedure has been established as to the recommendation
of Board Member nominees by shareholders.
The Board of each Fund held seven meetings during the fiscal year ended October
31, 1996. 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).
Each Fund has the same executive officers. The following table sets forth
information as of April 30, 1997 with respect to each executive officer of the
Funds, other than executive officers who are Board Members and reflected above.
Officers of the Funds receive no compensation from the Funds. The term of office
of all officers will expire at the first meeting of the Board of each Fund after
the Annual Meeting, which Board meeting is presently scheduled to be held on
July 30, 1997 for each Fund.
5
<PAGE> 9
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR THE PAST FIVE YEARS POSITIONS AND OFFICES WITH FUNDS
- ----------------------------------------------------------------------------------------------
<S> <C>
William M. Fitzgerald, 33 Vice President
Vice President of Nuveen Advisory Corp. (since December (since 1996)
1995); prior thereto, Assistant Vice President (from
September 1992 to December 1995) and Assistant Portfolio
Manager (from June 1988 to September 1992) of Nuveen
Advisory Corp.; Chartered Financial Analyst.
Kathleen M. Flanagan, 49 Vice President
Vice President of John Nuveen & Co. Incorporated; Vice (since 1994)
President (since June 1996) of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
J. Thomas Futrell, 41 Vice President
Vice President of Nuveen Advisory Corp; Chartered Financial (since 1991)
Analyst.
Steven J. Krupa, 39 Vice President
Vice President of Nuveen Advisory Corp. (since 1990)
Anna R. Kucinskis, 51 Vice President
Vice President of John Nuveen & Co. Incorporated. (since 1991)
Edward F. Neild, IV, 31 Vice President
Vice President of Nuveen Advisory Corp. and Nuveen (since 1996)
Institutional Advisory Corp. (since September 1996); prior
thereto, Assistant Vice President of Nuveen Advisory Corp.
(from December 1993 to September 1996) and Nuveen
Institutional Advisory Corp. (from May 1995 to September
1996); previously, Portfolio Manager of Nuveen Advisory
Corp. (January 1992); Chartered Financial Analyst.
Larry W. Martin, 45 Vice President (since 1993) &
Vice President (since September 1992), Assistant Secretary Assistant Secretary (since 1988)
and Assistant General Counsel of John Nuveen & Co.
Incorporated; Vice President (since May 1993) and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.; Assistant Secretary (since February 1993) of
The John Nuveen Company.
O. Walter Renfftlen, 57 Vice President & Controller
Vice President and Controller of The John Nuveen Company, (since each Fund's organization)
John Nuveen & Co. Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
Thomas C. Spalding, Jr., 45 Vice President
Vice President of Nuveen Advisory Corp. and Nuveen (since each Fund's organization)
Institutional Advisory Corp.; Chartered Financial Analyst.
H. William Stabenow, 62 Vice President & Treasurer
Vice President and Treasurer of The John Nuveen Company, (since each Fund's organization)
John Nuveen & Co. Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
Gifford R. Zimmerman, 40 Vice President (since 1993) &
Vice President (since September 1992), Assistant Secretary Assistant Secretary (since 1988)
and Assistant General Counsel of John Nuveen & Co.
Incorporated; Vice President (since May 1993) and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.
- ----------------------------------------------------------------------------------------------
</TABLE>
On April 30, 1997, Board Members and executive officers of the Funds as a group
beneficially owned the following Fund shares: Performance Plus, 5,000 shares of
common stock (less than 1%) and no shares of MuniPreferred; Municipal Advantage,
21,348 shares of common stock (less than 1%) and no shares of MuniPreferred;
Municipal Market Opportunity, 10,000 shares of common stock (less than 1%) and
one share of MuniPreferred; Investment Quality, no shares of common stock and no
shares of MuniPreferred; Insured Quality, 5,345 shares of common stock (less
than 1%) and no shares of MuniPreferred; Select Quality, 5,000 shares of common
stock (less than 1%) and one share of MuniPreferred; Quality Income, 802 shares
of common stock (less than 1%) and eight shares of MuniPreferred; Insured
Municipal Opportunity, 12,742 shares of common stock (less than 1%) and three
shares of MuniPreferred; Premier Municipal, no shares of common stock and no
shares of MuniPreferred; Premier Insured, no shares of common stock and no
shares of MuniPreferred; Premier Income 2, no shares of common stock and no
shares of MuniPreferred; Premium Income 4, no shares of common stock and no
shares of MuniPreferred and Insured Premium Income 2, no common shares and one
share of MuniPreferred. On April 30, 1997, Board Members and executive officers
of the Funds as a group beneficially owned 289,486 common shares of all funds
managed by the Adviser (excluding money market funds). As of April 30, 1997, no
person is known to the Funds to have owned beneficially more than five percent
of the common shares or MuniPreferred of any Fund.
6
<PAGE> 10
2. SELECTION OF INDEPENDENT AUDITORS
The members of each Fund's Board who are not "interested persons" of that Fund
have unanimously selected Ernst & Young LLP, independent public accountants, as
independent auditors, to audit the books and records of that Fund for the fiscal
year ending October 31, 1997. Ernst & Young LLP has served each Fund in this
capacity since that Fund was organized and has no direct or indirect financial
interest in that Fund except as independent auditors. The selection of Ernst &
Young LLP as independent auditors of each Fund is being submitted to the
shareholders for ratification, which requires the affirmative vote of a majority
of the shares of each Fund present and entitled to vote on the matter. A
representative of Ernst & Young LLP is expected to be present at the Annual
Meetings and will be available to respond to any appropriate questions raised at
the Annual Meetings and to make a statement if he or she wishes.
EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
SECTION 16 REPORTING COMPLIANCE
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and Board Members, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of a
registered class of the Funds' equity securities to file forms reporting their
affiliation with that Fund and reports of ownership and changes in ownership of
that Fund's shares with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange. These persons and entities are required by SEC
regulation to furnish the Funds with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, each Fund
believes that during the fiscal year ended October 31, 1996, all Section 16(a)
filing requirements applicable to that Fund's officers and Board Members,
investment adviser and affiliated persons of the investment adviser were
complied with.
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 78% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for Performance Plus, in its initial public offering of
common stock in June 1989 and its public offering of MuniPreferred in October
1989; for Municipal Advantage, in its initial public offering of common stock in
December 1989 and its public offering in MuniPreferred in March 1990; for
Municipal Market Opportunity, in its initial public offering of common stock in
March 1990 and its public offering of MuniPreferred in May 1990; for Investment
Quality, in its initial public offering of common stock in June 1990 and its
public offering of MuniPreferred in September 1990; for Insured Quality, in its
initial public offering of common stock in December 1990 and its public offering
of MuniPreferred in March 1991; for Select Quality, in its initial public
offering of common stock in March 1991 and its public offering of MuniPreferred
in June 1991; for Quality Income, in its initial public offering of common stock
in June 1991 and its public offering of MuniPreferred in October 1991; for
Insured Municipal Opportunity, in its initial public offering of common stock in
September 1991 and its public offering of MuniPreferred in December 1991 and
February 1992; for Premier Municipal in its initial public offering of common
stock in December 1991 and its public offering of MuniPreferred in May 1992; for
Premier Insured, in its initial public offering of common stock in December 1991
and its public offering of MuniPreferred in May 1992; for Premium Income 2, in
its initial public offering of common stock in July 1992 and its public offering
of MuniPreferred in October 1992; for Premium Income 4, in its initial public
offering of common stock in February 1993 and its public offering of
MuniPreferred in June 1993 and for Insured Premium Income 2, in its initial
public offering of common shares in July 1993 and its public offering of
MuniPreferred in November 1993.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 1998, a shareholder proposal must be received at the
offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than February 23, 1998.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and their
representatives. The Funds have engaged Tritech Services to assist in the
solicitation of proxies at a total estimated cost of $32,500.
7
<PAGE> 11
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 SEMI-ANNUAL REPORT (WHICH WILL SOON BE AVAILABLE) UPON
REQUEST. SUCH WRITTEN OR ORAL REQUESTS SHOULD BE DIRECTED TO SUCH FUND AT 333
WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 OR BY CALLING 1-800-257-8787.
GENERAL
Management does not intend to present and does not have reason to believe that
others will present any other items of business at any Fund's Annual Meeting.
However, if other matters are properly presented to the Annual Meeting for a
vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
A list of shareholders entitled to be present and to vote at each Fund's Annual
Meeting will be available at the offices of the Funds, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of that Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Gifford R. Zimmerman
Vice President and Assistant Secretary
8
<PAGE> 12
NPP797
<PAGE> 13
The Annual Meeting of Shareholders of your Nuveen Fund will be held in the 6th
floor auditorium of The Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois, on Wednesday, July 30, 1997, at 10:30 a.m. Chicago time.
Whether or not you plan to join us, please complete, date and sign your proxy
card and return it in the enclosed envelope so that your vote will be counted.
__________ Please fold at perforation before detaching __________
- --------------------------------------------------------------------------------
PROXY BALLOT
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 30, 1997
The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean and
Gifford R. Zimmerman, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the common stock of the
undersigned at the Annual Meeting of Shareholders of Nuveen Insured Quality
Municipal Fund, Inc. to be held on July 30, 1997, or any adjournment or
adjournments thereof:
1. Election of Directors:
NOMINEES: Robert P. Bremner, Lawrence H. Brown, Anthony T. Dean, Anne E.
Impellizzeri, Peter R. Sawers and Judith M. Stockdale.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1997.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your Proxy will be voted in
accordance with the Board of Directors' recommendations. Please sign, date and
return this Proxy card promptly using the enclosed envelope.
SEE REVERSE SIDE NQI797
<PAGE> 14
<TABLE>
<S><C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. /X/
1. ELECTION OF DIRECTORS: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(See reverse for nominees) all nominees to vote for all nominees for nominees indicated below:
INSTRUCTIONS: _____________________________
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the
box on the right above AND write each nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL / / / / / /
YEAR ENDING OCTOBER 31, 1997.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.
The shares to which this Proxy relates will be voted as specified. If no specification is made, such shares will be voted for the
election of Directors and for the proposal set forth on this Proxy.
</TABLE>
Please be sure to sign and date this Proxy.
Shareholder sign here ______________________ Date _______
Co-owner sign here _________________________ Date _______
NOTE: Please sign exactly as your name appears on this Proxy. If signing for
estates, trusts or corporations, title or capacity should be stated. If shares
are held jointly, each holder should sign.
/ / BK NPP797 NQI797
<PAGE> 15
The Annual Meeting of Shareholders of your Nuveen Fund will be held in the 6th
floor auditorium of The Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois, on Wednesday, July 30, 1997, at 10:30 a.m. Chicago time.
Whether or not you plan to join us, please complete, date and sign your proxy
card and return it in the enclosed envelope so that your vote will be counted.
__________ Please fold at perforation before detaching __________
- --------------------------------------------------------------------------------
PROXY BALLOT
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES M, T, W AND F
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 30, 1997
The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean and
Gifford R. Zimmerman, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the shares of Municipal
Auction Rate Cumulative Preferred Stock, Series M, T, W and F, of the
undersigned at the Annual Meeting of Shareholders of Nuveen Insured Quality
Municipal Fund, Inc. to be held on July 30, 1997, or any adjournment or
adjournments thereof:
1. Election of Directors:
NOMINEES--BY ALL SHAREHOLDERS: Robert P. Bremner, Lawrence H. Brown, Anthony
T. Dean, Anne E. Impellizzeri, Peter R. Sawers and Judith M.
Stockdale.
NOMINEES--BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
ONLY: William J. Schneider and Timothy R. Schwertfeger.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1997.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your Proxy will be voted in
accordance with the Board of Directors' recommendations. Please sign, date and
return this Proxy card promptly using the enclosed envelope.
SEE REVERSE SIDE NQI797-P
<PAGE> 16
<TABLE>
<S><C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. /X/
1. ELECTION OF DIRECTORS: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(See reverse for nominees) all nominees to vote for all nominees for nominees indicated below:
INSTRUCTIONS: _____________________________
To grant authority to vote FOR ALL nominees, mark the box on the left above OR do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the
box on the right above AND write each nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL / / / / / /
YEAR ENDING OCTOBER 31, 1997.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.
The shares to which this Proxy relates will be voted as specified. If no specification is made, such shares will be voted for the
election of Directors and for the proposal set forth on this Proxy.
</TABLE>
Please be sure to sign and date this Proxy.
Shareholder sign here ______________________ Date _______
Co-owner sign here _________________________ Date _______
NOTE: Please sign exactly as your name appears on this Proxy. If signing for
estates, trusts or corporations, title or capacity should be stated. If shares
are held jointly, each holder should sign.
/ / BK NPP797 NQI797-P
