<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Nuveen Insured California Premium Income Municipal Fund 2, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
NOVEMBER 16, 1995
September 29, 1995
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of
Nuveen California Performance Plus Municipal Fund, Inc., Nuveen California
Municipal Market Opportunity Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund, Inc.,
Nuveen California Quality Income Municipal Fund, Inc., Nuveen Insured
California Premium Income Municipal Fund, Inc. and Nuveen Insured California
Premium Income Municipal Fund 2, Inc., each a Minnesota corporation, and
Nuveen California Premium Income Municipal Fund, a Massachusetts business
trust (individually, a "Fund" and, collectively, the "Funds"), will be held in
the 31st floor conference room of John Nuveen & Co. Incorporated, 333 West
Wacker Drive, Chicago, Illinois, on Thursday, November 16, 1995, at 10:00
a.m., Chicago time, for the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:
1. To elect four (4) Board Members to serve until the next Annual
Meeting and until their successors shall have been duly elected and
qualified.
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending August 31, 1996.
3. To transact such other business as may properly come before the
Annual Meeting.
MATTER TO BE VOTED ON BY EACH FUND'S HOLDERS OF SHARES OF MONEY MARKET
CUMULATIVE PREFERRED OR MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED ONLY:
To elect two (2) Board Members to serve until the next Annual Meeting
and until their successors shall have been duly elected and qualified.
Shareholders of record of each Fund at the close of business on September
18, 1995 are entitled to notice of and to vote at that Fund's Annual Meeting.
IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE
THAT YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON
AT YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
James J. Wesolowski
Secretary
<PAGE>
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
JOINT PROXY STATEMENT
September 29, 1995
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation
by the Board of Directors or Board of Trustees, as the case may be, (each a
"Board" and each director or trustee a "Board Member") of each of Nuveen
California Performance Plus Municipal Fund, Inc. ("Performance Plus"), Nuveen
California Municipal Market Opportunity Fund, Inc. ("Market Opportunity"),
Nuveen California Investment Quality Municipal Fund, Inc. ("Investment
Quality"), Nuveen California Select Quality Municipal Fund, Inc. ("Select
Quality"), Nuveen California Quality Income Municipal Fund, Inc. ("Quality
Income"), Nuveen Insured California Premium Income Municipal Fund, Inc.
("Insured Premium"), Nuveen Insured California Premium Income Municipal Fund
2, Inc. ("Insured Premium 2") and Nuveen California Premium Income Municipal
Fund ("Premium Income") (individually, a "Fund" and, collectively, the
"Funds"), of proxies to be voted at the Annual Meeting of Shareholders of each
Fund to be held on November 16, 1995 (for each Fund, an "Annual Meeting" and,
collectively, the "Annual Meetings"), and at any and all adjournments thereof.
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the
number of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and
their representatives. The Funds have engaged Tritech Services to assist in
the solicitation of proxies at a total estimated cost of $20,000. EACH FUND
WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS AUGUST 31, 1994 ANNUAL REPORT AND
ITS MORE RECENT SEMI-ANNUAL REPORT UPON REQUEST. SUCH WRITTEN OR ORAL REQUEST
SHOULD BE DIRECTED TO SUCH FUND AT 333 WEST WACKER DRIVE, CHICAGO, ILLINOIS
60606 OR BY CALLING 1-800-257-8787. THE ANNUAL REPORT FOR THE FISCAL YEAR
ENDED AUGUST 31, 1995 IS EXPECTED TO BE AVAILABLE ON OR BEFORE OCTOBER 30,
1995.
1
<PAGE>
On the matters coming before each Fund's Annual Meeting as to which a choice
has been specified by the shareholders of that Fund on the proxy, the shares of
that Fund will be voted accordingly. If no choice is so specified, the shares
of each Fund will be voted FOR the election of the four Board nominees to be
elected by all shareholders and the two Board nominees to be elected by holders
of Money Market Cumulative Preferred, in the case of Performance Plus and
Market Opportunity, or Municipal Auction Rate Cumulative Preferred
("MuniPreferred(R)") in the case of the other Funds (for convenience, shares of
Performance Plus and Market Opportunity's Money Market Cumulative Preferred
shall also be referred to in this Joint Proxy Statement as shares of
MuniPreferred), as listed in this Joint Proxy Statement, and FOR ratification
of the selection of Ernst & Young LLP as each Fund's independent auditors.
Shareholders of any Fund who execute proxies may revoke them at any time before
they are voted by filing with that Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date, or by attending that
Annual Meeting and voting in person.
The Board of each Fund has determined that the use of this Joint Proxy
Statement for each Fund's Annual Meeting is in the best interest of each Fund
and its shareholders in light of the similar matters being considered and voted
on by the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders
of one Fund will not affect the vote on the proposal by the shareholders of
another Fund.
The following table indicates which shareholders are solicited with respect
to each matter:
<TABLE>
<CAPTION>
COMMON
MATTER SHARES MUNIPREFERRED
- ------------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all Share-
holders
(Ms. Impellizzeri and Messrs. Franke,
Brown and Sawers nominated) X X
- ------------------------------------------------------------------------------------
Election of Board Members by MuniPreferred
only (Mrs. Rosenheim and Mr.
Schwertfeger nominated) X
- ------------------------------------------------------------------------------------
Ratify Selection of Auditors X X
</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 the election of the two Board Member
nominees to be elected by holders of MuniPreferred, 33 1/3% of the
MuniPreferred shares entitled to vote and represented in person or by proxy
will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of
2
<PAGE>
election will determine whether or not a quorum is present at the Annual
Meeting. The inspectors of election will treat abstentions and "broker non-
votes" (i.e., shares held by brokers or nominees, typically in "street name,"
as to which (i) instructions have not been received from the beneficial owners
or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter) as present for purposes of
determining a quorum.
For purposes of determining the approval of the matters submitted for a vote
of the shareholders of each Fund other than Premium Income, abstentions and
broker non-votes will be treated as shares voted against the election of Board
Members and against ratification of the selection of independent auditors. For
purposes of determining the approval of the matters submitted for a vote of the
shareholders of Premium Income, abstentions and broker non-votes will have no
effect on the election of Board Members (the six nominees receiving the largest
number of votes will be elected) and will be treated as shares voted against
ratification of the selection of independent auditors. The details of each
proposal to be voted on by the shareholders of each Fund and the vote required
for approval of each proposal are set forth under the description of each
proposal below.
As of September 18, 1995, there were issued and outstanding: 12,415,179
Common Shares and 1,800 shares of each series of MuniPreferred, Series T and F
of Performance Plus; 7,871,130 Common Shares and 2,200 shares of MuniPreferred,
Series W of Market Opportunity; 13,037,646 Common Shares and 3,600 shares of
MuniPreferred, Series M of Investment Quality; 22,322,236 Common Shares and
2,400 shares of MuniPreferred, Series T and 3,600 shares of MuniPreferred,
Series TH of Select Quality; 21,330,140 Common Shares and 3,000 shares of each
series of MuniPreferred, Series W and F of Quality Income; 6,405,350 Common
Shares and 1,800 shares of MuniPreferred, Series T of Insured Premium;
12,577,707 Common Shares and 1,900 shares of each series of MuniPreferred,
Series T and TH of Insured Premium 2; and 5,735,977 Common Shares and 1,720
shares of MuniPreferred, Series M of Premium Income. Those persons who were
shareholders of record at the close of business on September 18, 1995 will be
entitled to one vote for each share held.
This Joint Proxy Statement is first being mailed to shareholders of the Funds
on or about September 29, 1995.
1. ELECTION OF BOARD MEMBERS OF EACH FUND
At each Fund's Annual Meeting, six (6) Board Members are to be elected to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified. Under the terms of each Fund's organizational
documents, under normal circumstances holders of MuniPreferred are entitled to
elect two (2) Board Members, and the remaining Board Members are to be elected
by holders of common shares and MuniPreferred, voting together as a single
class. The members of the Board and the nominees for election to the Board are
the
3
<PAGE>
same for each Fund. Table I below shows the nominated Board Members of each
Fund to be elected by holders of common shares and MuniPreferred, voting
together as a single class. Table II below shows the nominated Board Members of
each Fund to be elected by holders of MuniPreferred only. The affirmative vote
of a majority of the shares present and entitled to vote at the Annual Meeting
of each Fund (except Premium Income) will be required to elect the Board
Members of that Fund. For Premium Income, the affirmative vote of a plurality
of the shares present and entitled to vote at that Fund's Annual Meeting will
be required to elect the Board Members of that Fund.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected; however, should any nominee become unable
or unwilling to accept nomination or election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.
Tables I and II below show each nominee's age, principal occupations and
other business affiliations, the year in which each nominee was first elected
or appointed a Board Member of each Fund and the number of common shares of the
Funds and of all Nuveen funds (excluding money market funds) that each nominee
beneficially owned as of September 1, 1995. All of the nominees were last
elected to each Board at the 1994 annual meeting of shareholders.
The Board Members mourn the recent passing of John E. O'Toole, a Board Member
since each Fund's organization. There is currently a vacancy on the Board of
each Fund. The Funds' nominating committees are considering candidates for the
vacancy.
TABLE I
NOMINEES FOR EACH FUND TO BE ELECTED
BY ALL SHAREHOLDERS
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 1, 1995
---------------------
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL
OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE NUVEEN
SEPTEMBER 1, 1995(1) MEMBER FUNDS(2) FUNDS(3)
----------------------------- -------------------- -------- ----------
<C> <S> <C> <C>
*Richard J. Franke(64) 1989--Performance Plus 0 20,719
Chairman of the Board and 1990--Market
Board Member of the Funds, Opportunity,
The John Nuveen Company Investment Quality
(since March 1992), John 1991--Select Quality,
Nuveen & Co. In- Quality Income
corporated, Nuveen Advisory 1992--Insured Premium
Corp. and Nuveen 1993--Insured Premium 2,
Institutional Advisory Premium Income
Corp. (since April 1990);
Certified Financial
Planner.
Lawrence H. Brown(61) 1993--All Funds 0 3,487
Board Member of the Funds;
retired in August 1989 as
Senior Vice President of
The Northern Trust Company.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 1, 1995
----------------------
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL
OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE NUVEEN
SEPTEMBER 1, 1995(1) MEMBER FUNDS(2) FUNDS(3)
----------------------------- -------------------- -------- ----------
<C> <S> <C> <C>
Anne E. Impellizzeri(62) 1994--All Funds 0 2,000
Board Member of the Funds;
President and Chief
Executive Officer of
Blanton-Peale, Institutes
of Religion and Health
(since December 1990);
prior thereto, Vice
President of New York City
Partnership (from 1988 to
1990)
and Vice President of
Metropolitan Life Insurance
Company (from
1980 to 1988).
Peter R. Sawers(62) 1991--Performance Plus 0 7,972
Board Member of the Funds; Market Opportunity,
Adjunct Professor of Investment Quality,
Business and Economics, Select Quality,
University of Dubuque, Iowa Quality Income
(since January 1991); 1992--Insured Premium
Adjunct Professor, Lake 1993--Insured Premium 2,
Forest Graduate School of Premium Income
Management, Lake Forest,
Illinois (since January
1992); prior thereto,
Executive Director, Towers
Perrin Australia
(management consultant);
Chartered Financial
Analyst; Certified
Management Consultant.
</TABLE>
TABLE II
NOMINEES FOR EACH FUND TO BE ELECTED
BY HOLDERS OF MUNIPREFERRED
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 1, 1995
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED -------------------
OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE ALL NUVEEN
SEPTEMBER 1, 1995(1) MEMBER FUNDS(2) FUNDS(3)
----------------------------- -------------------- -------- ----------
<S> <C> <C> <C>
Margaret K. Rosenheim(69) 1989--Performance Plus 0 5,115
Board Member of the Funds; 1990--Market Opportunity
Helen Ross Professor of Investment Quality
Social Welfare Policy, 1991--Select Quality,
School of Social Service Quality Income
Administration, University 1992--Insured Premium
of Chicago. 1993--Insured Premium 2
Premium Income
*Timothy R. Schwertfeger(46) 1994--All Funds 0 90,622
President and Board Member
of the Funds (since July
1994); Executive Vice
President and Director of
The John Nuveen Company
(since March 1992) and John
Nuveen & Co. Incorporated;
Director of Nuveen Advisory
Corp. (since October 1992)
and Nuveen Institutional
Advisory Corp. (since
October 1992).
</TABLE>
5
<PAGE>
- -----------
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.
(1) The Board Members are directors or trustees, as the case may be, of 21
Nuveen open-end funds and 55 Nuveen closed-end funds.
(2) No nominee beneficially owned on September 1, 1995, any common shares or
MuniPreferred of the Funds.
(3) The number shown reflects the aggregate number of common shares
beneficially owned by the nominee in all of the funds managed by Nuveen
Advisory Corp. and referred to in note (1) above (excluding money market
funds).
EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE NOMINATED BOARD MEMBERS.
The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen")
or Nuveen Advisory Corp. (the "Adviser") serve without any compensation from
the Funds. Board Members who are not affiliated with Nuveen or the Adviser
receive a $45,000 annual retainer for serving as a director or trustee, as the
case may be, of all funds sponsored by Nuveen and managed by the Adviser and a
$1,000 fee per day plus expenses for attendance at all meetings held on a day
on which a regularly scheduled Board meeting is held, a $1,000 fee per day
plus expenses for attendance in person or a $500 fee per day plus expenses for
attendance by telephone at a meeting held on a day on which no regular Board
meeting is held, and a $250 fee per day plus expenses for attendance in person
or by telephone at a meeting of the executive committee. The annual retainer,
fees and expenses are allocated among the funds managed by the Adviser on the
basis of relative net asset sizes. Each Fund has adopted a Directors' Deferred
Compensation Plan pursuant to which a Board Member of that Fund may elect to
have all or a portion of the Board Member's fee deferred. Board Members may
defer fees for any calendar year by the execution of a Participation Agreement
prior to the beginning of the calendar year during which the Board Member
wishes to begin deferral.
The tables below show, for each Board Member who is not affiliated with
Nuveen or the Adviser, the aggregate compensation paid by each Fund for its
fiscal year ended August 31, 1995 and the total compensation that Nuveen funds
accrued for each Board Member during the calendar year 1994, including any
interest accrued for Board Members on deferred compensation. The rate of
earnings on deferred compensation is equivalent to the average net earnings
rate, computed on a quarterly basis, on the shares of such Nuveen fund.
<TABLE>
<CAPTION>
NAME OF BOARD MEMBER AGGREGATE COMPENSATION FROM THE FUNDS
- -------------------- ------------------------------------------
PERFORMANCE MARKET INVESTMENT SELECT
PLUS OPPORTUNITY QUALITY QUALITY
----------- ----------- ---------- -------
<S> <C> <C> <C> <C>
Lawrence H. Brown $526 393 536 784
Anne E. Impellizzeri(1) 526 393 536 784
Margaret K. Rosenheim 558 414 569 839
Peter R. Sawers 526 393 536 784
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED FOR
AGGREGATE COMPENSATION BOARD
NAME OF BOARD MEMBER FROM THE FUNDS MEMBERS(2)
- -------------------- --------------------------------- ------------
QUALITY INSURED INSURED PREMIUM
INCOME PREMIUM PREMIUM 2 INCOME
------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Lawrence H. Brown 759 338 491 311 56,500
Anne E. Impellizzeri(1) 759 338 491 311 48,750
Margaret K. Rosenheim 812 353 520 408 64,404(3)
Peter R. Sawers 759 338 491 311 56,000
</TABLE>
- -----------
(1) Anne E. Impellizzeri was appointed a Board Member in April 1994.
(2) Includes compensation for service on the boards of 21 Nuveen open-end
funds and 55 Nuveen closed-end funds. Also includes amounts for Nuveen funds
that existed for part of the year, estimated as if the funds had existed for
the entire year.
(3) Includes $1,404 in interest accrued on deferred compensation from prior
years.
Richard J. Franke, Margaret K. Rosenheim and Timothy R. Schwertfeger serve as
members of the executive committee of the Board of each Fund. The executive
committee of each Fund, which meets between regular meetings of the Board, is
authorized to exercise all of the powers of the Board. The respective executive
committees of Performance Plus, Market Opportunity, Investment Quality, Insured
Premium and Insured Premium 2 held twelve meetings during the fiscal year ended
August 31, 1995. The respective executive committees of Select Quality, Quality
Income and Premium Income held thirteen meetings during the fiscal year ended
August 31, 1995.
Each Fund's Board has an audit committee composed of Lawrence H. Brown, Anne
E. Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers, Board Members who
are not "interested persons." The audit committee reviews the work and any
recommendations of the Fund's independent auditors. Based on such review, it is
authorized to make recommendations to the Board. The respective audit
committees of the Funds held one meeting during the fiscal year ended August
31, 1995.
Nomination of those Board Members who are not "interested persons" of each
Fund is committed to a nominating committee composed of the Board Members who
are not "interested persons" of that Fund. It identifies and recommends
individuals to be nominated for election as non-interested Board Members. The
respective nominating committees of the Funds held no meetings during the
fiscal year ended August 31, 1995. No policy or procedure has been established
as to the recommendation of Board Member nominees by shareholders.
Each Fund's Board held five meetings during the fiscal year ended August 31,
1995. During the last fiscal year, each Board Member attended 75% or more of
each Fund's Board meetings and the committee meetings (if a member thereof),
except that Mr. Franke was unable to attend certain executive committee
meetings held solely to declare dividends. His attendance at executive
committee meetings that he was scheduled to attend was less than 75%.
7
<PAGE>
Each Fund has the same executive officers. The following table sets forth
information as of September 15, 1995 with respect to each executive officer of
the Funds, other than executive officers who are Board Members and reflected
above. Officers of the Funds receive no compensation from the Funds. The term
of office of all officers will expire at the regularly scheduled meeting of the
Board of each Fund following the annual meeting of shareholders.
<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<C> <C> <C> <S>
Kathleen M. Flanagan 48 Vice President Vice President of John Nuveen &
(since 1994) Co. Incorporated.
J. Thomas Futrell 40 Vice President Vice President of Nuveen
(since 1991) Advisory Corp. (since
February 1991); prior
thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from August 1988 to
February 1991); Chartered
Financial Analyst.
Steven J. Krupa 38 Vice President Vice President of Nuveen
(since 1990) Advisory Corp. (since October
1990); prior thereto, Vice
President of John Nuveen &
Co. Incorporated (from
January 1989 to October
1990).
Anna R. Kucinskis 49 Vice President Vice President of John Nuveen &
(since 1991) Co. Incorporated.
Larry W. Martin 44 Vice President Vice President (since September
(since 1993) & 1993), Assistant Secretary
Assistant Secre- and Assistant General Counsel
tary (since 1989) of John Nuveen & Co.
Incorporated; Vice President
(since May 1993) and
Assistant Secretary of Nuveen
Advisory Corp.; Vice
President (since May 1993)
and Assistant Secretary
(since January 1992) of
Nuveen Institutional Advisory
Corp.; Assistant Secretary
(since February 1993) of The
John Nuveen Company; Director
of Nuveen, Duff & Phelps
Investment Advisors (since
January 1995).
O. Walter Renfftlen 56 Vice President Vice President and Controller
& Controller of The John Nuveen Company
(since 1989) (since March 1992), John
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.
Thomas C. Spalding, Jr. 44 Vice President Vice President of Nuveen
(since 1989) Advisory Corp. (since
February 1982) and Nuveen
Institutional Advisory Corp.;
Chartered Financial Analyst.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<C> <C> <C> <S>
H. William Stabenow 61 Vice President Vice President and Treasurer of
& Treasurer The John Nuveen Company (since
(since 1989) March 1992), John Nuveen & Co.
Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp. (since January
1992).
George P. Thermos 63 Vice President Vice President of John Nuveen &
(since 1989) Co. Incorporated.
James J. Wesolowski 45 Vice President Vice President, General Counsel
& Secretary and Secretary of The John Nuveen
(since 1989) Company (since March 1992), John
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Gifford R. Zimmerman 39 Vice President Vice President (since September
(since 1993) & 1992), Assistant Secretary and
Assistant Secre- Assistant General Counsel of
tary (since 1989) John Nuveen & Co. Incorporated;
Vice President (since May 1993)
and Assistant Secretary of
Nuveen Advisory Corp.; Vice
President (since May 1993) and
Assistant Secretary (since
January 1992) of Nuveen
Institutional Advisory Corp.
</TABLE>
On September 1, 1995, Board Members and executive officers of the Funds as a
group beneficially owned 204,624 common shares of all funds managed by the
Adviser (excluding money market funds) and as a group did not beneficially own
any common shares of any Fund, but did own four shares of MuniPreferred of
Performance Plus. As of September 1, 1995, no person is known to the Funds to
have owned beneficially more than five percent of the common shares or
MuniPreferred of any Fund.
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and Board Members, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of
a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that during the fiscal year ended August 31, 1995, all
Section 16(a) filing requirements applicable to that Fund's officers and Board
Members, investment adviser and affiliated persons of the investment adviser
were complied with.
9
<PAGE>
2. SELECTION OF INDEPENDENT AUDITORS
The members of each Fund's Board who are not "interested persons" of that
Fund have unanimously selected Ernst & Young LLP, independent public
accountants, as independent auditors, to audit the books and records of that
Fund for the fiscal year ending August 31, 1996. Ernst & Young LLP has served
each Fund in this capacity since that Fund was organized and has no direct or
indirect financial interest in that Fund except as independent auditors. The
selection of Ernst & Young LLP as independent auditors of each Fund is being
submitted to the shareholders for ratification, which requires the affirmative
vote of a majority of the shares of each Fund present and entitled to vote on
the matter. A representative of Ernst & Young LLP is expected to be present at
the Annual Meetings and will be available to respond to any appropriate
questions raised at the Annual Meetings and to make a statement if he or she
wishes. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 75%
owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for each Fund in connection with such Fund's public
offering of Common Shares and MuniPreferred.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of
any of the Funds to be held in 1996, a shareholder proposal must be received at
the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than June 1, 1996.
GENERAL
Management does not intend to present and does not have reason to believe
that any other items of business will be presented at any Fund's Annual
Meeting. However, if other matters are properly presented to the Annual Meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
10
<PAGE>
A list of shareholders entitled to be present and to vote at each Fund's
Annual Meeting will be available at the offices of the Funds, 333 West Wacker
Drive, Chicago, Illinois, for inspection by any shareholder during regular
business hours for ten days prior to the date of that Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
James J. Wesolowski
Secretary
NCP1195
11
<PAGE>
PROXY BALLOT
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 16, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the common stock of the
undersigned at the Annual Meeting of Shareholders of Nuveen Insured California
Premium Income Municipal Fund 2, Inc. to be held on November 16, 1995, or any
adjournment or adjournments thereof:
1. Election of Directors:
NOMINEES: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri,
Peter R. Sawers.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending August 31, 1996.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your Proxy will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
SEE REVERSE SIDE NCL1195
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- -------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: (SEE REVERSE FOR NOMINEES)
[_] FOR all nominees
[_] WITHHOLD authority to vote for all nominees
[_] WITHHOLD authority to vote for nominees indicated below:
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
- ---------------------------------
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING AUGUST 31, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
FOR [_] AGAINST [_] ABSTAIN [_]
- -------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
- ------------------------------------------------------------
Shareholder sign here ______________________ Date _________
Co-owner sign here _________________________ Date _________
- ------------------------------------------------------------
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations, title
or capacity should be stated. If shares are held jointly,
each holder should sign.
[_] BK NCP1195 NCL1195
<PAGE>
PROXY BALLOT
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES T AND TH
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 16, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the shares of Municipal
Auction Rate Cumulative Preferred Stock, Series T and TH, of the undersigned
at the Annual Meeting of Shareholders of Nuveen Insured California Premium
Income Municipal Fund 2, Inc. to be held on November 16, 1995, or any
adjournment or adjournments thereof:
1. Election of Directors:
NOMINEES--BY ALL SHAREHOLDERS: Lawrence H. Brown, Richard J. Franke, Anne E.
Impellizzeri, Peter R. Sawers.
NOMINEES--BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
ONLY: Margaret K. Rosenheim, Timothy R. Schwertfeger.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending August 31, 1996.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your Proxy will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
SEE REVERSE SIDE NCL1195P
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- -------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: (SEE REVERSE FOR NOMINEES)
[_] FOR all nominees
[_] WITHHOLD authority to vote for all nominees
[_] WITHHOLD authority to vote for nominees indicated below:
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
- ---------------------------------
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING AUGUST 31, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
FOR [_] AGAINST [_] ABSTAIN [_]
- -------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
- ------------------------------------------------------------
Shareholder sign here ______________________ Date _________
Co-owner sign here _________________________ Date _________
- ------------------------------------------------------------
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations, title
or capacity should be stated. If shares are held jointly,
each holder should sign.
[_] BK NCP1195 NCL1195P
