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 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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] 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:

- --------------------------------------------------------------------------------

<Table>

NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 31, 2002 60606
(800) 257-8787
</Table>

NUVEEN MUNICIPAL VALUE FUND, INC. (NUV)
NUVEEN MUNICIPAL INCOME FUND, INC. (NMI)
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC. (NPI)
NUVEEN MUNICIPAL ADVANTAGE FUND, INC. (NMA)
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC. (NMO)
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC. (NQM)
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC. (NQI)
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC. (NQS)
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC. (NQU)
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. (NIO)
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC. (NPF)
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC. (NIF)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC. (NPM)
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC. (NPT)
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2 (NPX)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND (NAD)
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND 2 (NXZ)
NUVEEN SELECT MATURITIES MUNICIPAL FUND (NIM)

JUNE 21, 2002

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Municipal Value Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund,
Inc. ("Municipal Income"), Nuveen Premium Income 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., and Nuveen Premium
Income Municipal Fund 4, Inc., each a Minnesota corporation, and Nuveen Insured
Premium Income Municipal Fund 2, Nuveen Dividend Advantage Municipal Fund,
Nuveen Dividend Advantage Municipal Fund 2 and Nuveen Select Maturities
Municipal Fund ("Select Maturities"), each a Massachusetts business trust
(individually, a "Fund" and, collectively, the "Funds"), will be held in the
Sixth Floor auditorium of The Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois, on Wednesday, July 31, 2002, 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 Members to 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
Fund as outlined below:

a. For each Fund except Municipal Value, Municipal Income and Select
Maturities, to elect seven (7) Board Members to serve until the next Annual
Meeting and until their successors shall have been duly elected and
qualified:

i) five (5) Board Members to be elected by the holders of Common
Shares and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred"), voting together as a single class; and

ii) two (2) Board Members to be elected by the holders of
MuniPreferred only, voting separately as a single class.

b. For Municipal Value and Municipal Income, to elect one (1) Board
Member for a three-year term or until her successor shall have been duly
elected and qualified.

c. For Select Maturities, to elect seven (7) Board Members to serve
until the next Annual Meeting and until their successors shall have been
duly elected and qualified.

2. To transact such other business as may properly come before the Annual
Meeting.

Shareholders of record of each Fund at the close of business on June 3, 2002 are
entitled to notice of and to vote at that Fund's Annual Meeting.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID
DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE
REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO
VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE
CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER
PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR
PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER
THE CONTROL NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS,
USING YOUR PROXY CARD AS A GUIDE.

Gifford R. Zimmerman
Vice President and Secretary

<Table>

JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
</Table>

June 21, 2002

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 Municipal Value
Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund, Inc. ("Municipal
Income"), Nuveen Premium Income Municipal Fund, Inc. ("Premium Income"), 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"), Nuveen Insured Premium
Income Municipal Fund 2 ("Insured Premium Income 2"), Nuveen Dividend Advantage
Municipal Fund ("Dividend Advantage"), Nuveen Dividend Advantage Municipal Fund
2 ("Dividend Advantage 2") and Nuveen Select Maturities Municipal Fund ("Select
Maturities") (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 31, 2002 (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 nominees as listed in this Joint
Proxy Statement. Shareholders of any Fund who execute proxies may revoke them at
any time before they are voted by filing with that Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about June 27, 2002.

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 MUNI-
MATTER SHARES PREFERRED(1)
----------------------------------------------------------------------------------

1a(i). Election of Board Members by all shareholders (except X X
Municipal Value, Municipal Income, and Select Maturities)
(Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri,
Peter R. Sawers and Judith M. Stockdale nominated)
a(ii). Election of Board Members by MuniPreferred only (except N/A X
Municipal Value, Municipal Income and Select Maturities)
(William J. Schneider and Timothy R. Schwertfeger nominated)
b. Election of one Board Member for Municipal Value and X N/A
Municipal Income by all common shareholders (Anne E.
Impellizzeri)
c. Election of Board Members for Select Maturities by all X N/A
shareholders (Robert P. Bremner, Lawrence H. Brown, Anne E.
Impellizzeri, Peter R. Sawers, William J. Schneider, Timothy
R. Schwertfeger and Judith M. Stockdale nominated)
----------------------------------------------------------------------------------
</Table>

(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Shares."

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred of each Fund (except
Municipal Income, Municipal Value and Select Maturities), 33 1/3% of the
MuniPreferred shares entitled to vote and represented in person or by proxy will
constitute a quorum except that for Premium Income, a majority of the
MuniPreferred shares entitled to vote and represented in person or by proxy will
constitute a quorum. Votes cast by proxy or in person at each Annual Meeting
will be tabulated by the inspectors of election appointed for that Annual
Meeting. The inspectors of election will determine whether or not a quorum is
present at the Annual Meeting. The inspectors of election will treat abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees, typically in
"street name," as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter) as present for
purposes of determining a quorum.

For purposes of determining the approval of the matter submitted for a vote of
the shareholders of each Fund (except Insured Premium Income 2, Dividend
Advantage, Dividend Advantage 2 and Select Maturities, the "Massachusetts
Business Trusts"), abstentions and broker non-votes will be treated as shares
voted against the election of Board Members. For purposes of determining the
approval of the matter submitted for a vote of the shareholders of the
Massachusetts Business Trusts, abstentions and broker non-votes will have no
effect on the election of Board Members. The details of the proposal to be voted
on by the shareholders of each Fund and the vote required for approval of the
proposal are set forth under the description of the proposal below.

Those persons who were shareholders of record at the close of business on June
3, 2002 will be entitled to one vote for each share held. As of June 3, 2002,
shares of the Funds were issued and outstanding as follows:

<Table>
<Caption>
- ---------------------------------------------------------------
TICKER
FUND SYMBOL COMMON SHARES MUNIPREFERRED
- ---------------------------------------------------------------

Municipal Value (NUV) 194,960,453 N/A
Municipal Income (NMI) 8,088,678 N/A
Premium Income (NPI) 63,785,430 3,800 Series M
2,000 Series M2
3,800 Series T
3,800 Series W
3,800 Series TH
3,800 Series F
Municipal (NMA) 42,980,333 3,000 Series M
Advantage 3,000 Series T
3,000 Series W
2,320 Series TH
3,000 Series F
Municipal Market (NMO) 45,540,873 4,000 Series M
Opportunity 4,000 Series T
3,200 Series W
4,000 Series F
</Table>

<Table>
<Caption>
- ---------------------------------------------------------------
TICKER
FUND SYMBOL COMMON SHARES MUNIPREFERRED
- ---------------------------------------------------------------

Investment Quality (NQM) 35,748,959 2,500 Series M
2,500 Series T
2,500 Series W
2,040 Series TH
2,500 Series F
Insured Quality (NQI) 37,843,166 2,600 Series M
2,600 Series T
2,600 Series W
2,320 Series TH
2,600 Series F
Select Quality (NQS) 33,887,474 2,000 Series M
2,000 Series T
2,800 Series W
1,560 Series TH
2,800 Series F
Quality Income (NQU) 54,204,488 3,000 Series M
3,000 Series T
3,000 Series W
2,080 Series W2
4,000 Series TH
3,000 Series F
</Table>

<Table>
<Caption>
- ---------------------------------------------------------------
TICKER
FUND SYMBOL COMMON SHARES MUNIPREFERRED
- ---------------------------------------------------------------

Insured Municipal (NIO) 81,060,946 4,000 Series M
Opportunity 4,000 Series T
4,000 Series W
3,200 Series W2
4,000 Series TH1
4,000 Series TH2
4,000 Series F
Premier Municipal (NPF) 20,091,018 1,000 Series M
2,800 Series T
2,800 Series TH
Premier Insured (NIF) 19,293,778 840 Series W
2,800 Series TH
2,800 Series F
Premium Income 2 (NPM) 41,093,661 2,000 Series M
3,000 Series T
2,000 Series W
3,000 Series TH
2,000 Series F
1,880 Series F2
Premium Income 4 (NPT) 43,236,703 2,200 Series M
2,000 Series T
1,328 Series T2
1,680 Series W
520 Series W2
2,680 Series TH
1,800 Series F
1,328 Series F2
</Table>

<Table>
<Caption>
- ---------------------------------------------------------------
TICKER
FUND SYMBOL COMMON SHARES MUNIPREFERRED
- ---------------------------------------------------------------

Insured Premium (NPX) 37,254,959 2,080 Series M
2,200 Series T
Income 2 2,080 Series W
2,200 Series TH
2,196 Series F
Dividend (NAD) 39,200,765 4,000 Series M
Advantage 4,000 Series T
3,800 Series TH
Dividend (NXZ) 29,282,000 3,000 Series M
Advantage 2 3,000 Series T
2,880 Series F
Select Maturities (NIM) 12,394,977 N/A
</Table>

- --------------------------------------------------------------------------------

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except Municipal Value and Municipal Income),
seven (7) Board Members are to be elected to serve until the next Annual Meeting
or until their successors shall have been duly elected and qualified. Under the
terms of each Fund's organizational documents (except Municipal Value, Municipal
Income and Select Maturities) under normal circumstances holders of
MuniPreferred are entitled to elect two (2) Board Members, and the remaining
Board Members are to be elected by holders of Common Shares and MuniPreferred,
voting together as a single class. Pursuant to the organizational documents of
Municipal Value and Municipal Income, the Board is divided into three classes,
with each class being elected to serve a term of three years. For each of
Municipal Value and Municipal Income, one (1) Board Member is to be elected at
this meeting to serve for a three-year term.

A. FOR PREMIUM INCOME, MUNICIPAL ADVANTAGE, MUNICIPAL MARKET OPPORTUNITY,
INVESTMENT QUALITY, INSURED QUALITY, SELECT QUALITY, QUALITY INCOME, INSURED
MUNICIPAL OPPORTUNITY, PREMIER MUNICIPAL, PREMIER INSURED, PREMIUM INCOME 2,
PREMIUM INCOME 4, INSURED PREMIUM INCOME 2, DIVIDEND ADVANTAGE AND DIVIDEND
ADVANTAGE 2:

(i) Five Board Members are to be elected by holders of Common Shares and
MuniPreferred, voting together as a single class. Board Members
Bremner, Brown, Impellizzeri, Sawers and Stockdale are nominees for
election by all shareholders.

(ii) Holders of MuniPreferred are entitled to elect two of the Board
Members. Board Members Schneider and Schwertfeger are nominees for
election by holders of MuniPreferred.

B. FOR MUNICIPAL VALUE AND MUNICIPAL INCOME: The Boards of Municipal Value and
Municipal Income have designated Anne E. Impellizzeri as a Class II and Class
I Board Member, respectively, and as a nominee for Board Member for a term
expiring at the Annual Meeting of Shareholders in 2005, and until her
successor has been duly elected and qualified. The remaining Board Members,
Bremner, Brown, Sawers, Schneider, Schwertfeger and Stockdale are current and
continuing Board Members. The terms of Board Members Bremner, Schneider and
Stockdale as Class III and Class II Board Members of Municipal Value and
Municipal Income, respectively, expire in 2003. The terms of Board Members
Brown, Sawers and Schwertfeger as Class I and Class III Board Members,
respectively, expire in 2004.

C. FOR SELECT MATURITIES: Board Members Bremner, Brown, Impellizzeri, Sawers,
Schneider, Schwertfeger and Stockdale are nominees for election by all
shareholders.

The affirmative vote of a majority of the shares present and entitled to vote at
the Annual Meeting (except for Insured Premium Income 2, Dividend Advantage,
Dividend Advantage 2 and Select Maturities) will be required to elect Board
Members of that Fund. For Insured Premium Income 2, Dividend Advantage, Dividend
Advantage 2 and Select Maturities, the affirmative vote of a plurality of the
shares present and entitled to vote at the Annual Meeting will be required to
elect the Board Members of those Funds.

It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected. However, should any nominee become unable
or unwilling to accept nomination for election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.

Other than Mr. Schwertfeger, none of the Board Members have ever been a director
or an employee of Nuveen Investments or any affiliate.

EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED BELOW.

BOARD NOMINEES
- --------------------------------------------------------------------------------

<Table>
<Caption>
NUMBER OF
POSITIONS AND OFFICES PORTFOLIOS IN
WITH THE FUNDS, TERM FUND COMPLEX
OF OFFICE AND LENGTH PRINCIPAL OCCUPATIONS INCLUDING OTHER OVERSEEN BY
NAME, BIRTHDATE AND ADDRESS OF TIME SERVED DIRECTORSHIPS DURING PAST FIVE YEARS TRUSTEE(1)
- ---------------------------------------------------------------------------------------------------------------------

Board Member who is an interested
person of the Fund:
- -------------------------------------
Timothy R. Schwertfeger*(3)(5) Chairman of the Board, Chairman and Director (since July 129
3/28/49 President and Board 1996) of The John Nuveen Company,
333 West Wacker Drive Member. Nuveen Investments, Nuveen Advisory
Chicago, IL 60606 Term of Office: Corp. and Nuveen Institutional
2002 -- All Funds Advisory Corp.; prior thereto,
except 2004 -- Executive Vice President and Director
Municipal Value and of The John Nuveen Company and Nuveen
Municipal Income. Investments; Director (since 1992)
Length of Time Served: and Chairman (since 1996) of Nuveen
since 1994 -- All Advisory Corp. and Nuveen
Funds except 1999 -- Institutional Advisory Corp.;
Dividend Advantage Chairman and Director (since January
2001 -- Dividend 1997) of Nuveen Asset Management
Advantage 2. Inc.; Director (since 1996) of
Institutional Capital Corporation;
Chairman and Director (since 1999) of
Rittenhouse Financial Services Inc.;
Chief Executive Officer and Director
(since September 1999) of Nuveen
Senior Loan Asset Management Inc.

Board Members who are not interested
persons of the Fund:
- -------------------------------------
Robert P. Bremner(2) Board Member. Private Investor and Management 112
8/22/40 Term of Office: Consultant.
3725 Huntington Street, N.W. 2002 -- All Funds
Washington, D.C. 20015 except 2003 --
Municipal Value and
Municipal Income.
Length of Time Served:
since 1997 -- All
Funds except 1999 --
Dividend Advantage
2001 -- Dividend
Advantage 2.
Lawrence H. Brown(3) Board Member. Retired (August 1989) as Senior Vice 112
7/29/34 Term of Office: President of The Northern Trust
201 Michigan Avenue 2002 -- All Funds Company.
Highwood, IL 60040 except 2004 --
Municipal Value and
Municipal Income.
Length of Time Served:
since 1993 -- All
Funds except 1999 --
Dividend Advantage
2001 -- Dividend
Advantage 2.
</Table>

Anne E. Impellizzeri(4) Board Member. Retired; formerly, Executive Director 112
1/26/33 Term of Office: (1998-2002) of Manitoga/The Russel
3 West 29th Street 2002 -- All Funds. Wright Design Center; prior thereto,
New York, NY 10001 Length of Time Served: President and Chief Executive Officer
since 1994 -- All of Blanton-Peale Institute; prior
Funds except 1999 -- thereto, Vice President, Metropolitan
Dividend Advantage Life Insurance Co.
2001 -- Dividend
Advantage 2.
Peter R. Sawers(3) Board Member. Adjunct Professor of Business and 112
4/3/33 Term of Office: Economics, University of Dubuque,
22 The Landmark 2002 -- All Funds Iowa; formerly (1991-2000) Adjunct
Northfield, IL 60093 except 2004 -- Professor, Lake Forest Graduate
Municipal Value and School of Management, Lake Forest,
Municipal Income. Illinois; Director, Executive Service
Length of Time Served: Corps of Chicago; Director, Hadley
since 1991 -- All School for the Blind; prior thereto,
Funds except 1992 -- Executive Director, Towers Perrin
Premier Income 2 and Australia, a management consulting
Select Maturities firm; Chartered Financial Analyst;
1993 -- Insured Certified Management Consultant.
Premium Income 2
1999 -- Dividend
Advantage
2001 -- Dividend
Advantage 2.
William J. Schneider (2)(5) Board Member. Senior Partner and Chief Operating 112
9/24/44 Term of Office: Officer, Miller-Valentine Group, Vice
4000 Miller-Valentine Ct. 2002 -- All Funds President, Miller-Valentine Realty, a
P. O. Box 744 except 2003 -- development and contract company;
Dayton, OH 45401 Municipal Value and Chair, Miami Valley Hospital; Chair,
Municipal Income. Miami Valley Economic Development
Length of Time Served: Coalition; formerly, Member,
since 1997 -- All Community Advisory Board, National
Funds except 1999 -- City Bank, Dayton, Ohio; and Business
Dividend Advantage Advisory Council, Cleveland Federal
2001 -- Dividend Reserve Bank.
Advantage 2.
Judith M. Stockdale(2) Board Member. Executive Director, Gaylord and 112
12/29/47 Term of Office: Dorothy Donnelley Foundation (since
35 East Wacker Drive 2002 -- All Funds 1994); prior thereto, Executive
Suite 2600 except 2003 -- Director, Great Lakes Protection Fund
Chicago, IL 60601 Municipal Value and (from 1990 to 1994).
Municipal Income.
Length of Time Served:
since 1997 -- All
Funds except 1999 --
Dividend Advantage
2001 -- Dividend
Advantage 2.
- ---------------------------------------------------------------------------------------------------------------------
</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) As of June 3, 2002, the Board Members and nominees were board members of 30
Nuveen open-end funds and 82 closed-end funds managed by Nuveen Advisory
Corp. In addition, Mr. Schwertfeger is a board member of 9 open-end and 6
closed-end funds managed by Nuveen Institutional Advisory Corp. and 2 funds
managed by Nuveen Senior Loan Asset Management Inc.

(2) Board Members Bremner, Schneider and Stockdale are continuing Class III and
Class II Board Members of Municipal Value and Municipal Income,
respectively, whose term will expire in 2003.

(3) Board Members Brown, Sawers and Schwertfeger are continuing Class I and
Class III Board Members of Municipal Value and Municipal Income,
respectively, whose term will expire in 2004.

(4) Board Member Impellizzeri is a continuing Class II and Class I Board Member
of Municipal Value and Municipal Income, respectively, whose term, should
she be elected again at this meeting, will expire in 2005.

(5) Board Members Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds except Municipal Value, Municipal
Income and Select Maturities.

BENEFICIAL OWNERSHIP

The following table lists the dollar range of equity securities of each Fund and
all of the Nuveen Funds overseen by the Board Members beneficially owned by the
Board Member as of February 28, 2002:
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ----------------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM MUNICIPAL MARKET
BOARD MEMBERS VALUE INCOME INCOME ADVANTAGE OPPORTUNITY
- ----------------------------------------------------------------------------------------------------

Timothy R. Schwertfeger(1) Over $0 Over $50,001- $0
$100,000 $100,000 $100,000
Robert P. Bremner $0 $0 $0 $0 $0
Lawrence H. Brown $1-$10,000 $0 $10,001- $0 $0
$50,000
Anne E. Impellizzeri $0 $0 $0 $0 $0
Peter R. Sawers $0 $10,001- $0 $10,001- $0
$50,000 $50,000
William J. Schneider $0 $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0 $1-$10,000

<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- -------------------------------------- ------------------------------------------

INVESTMENT INSURED SELECT QUALITY
BOARD MEMBERS QUALITY QUALITY QUALITY INCOME
- -------------------------------------- ------------------------------------------

Timothy R. Schwertfeger(1) $0 $0 $50,001- $0
$100,000
Robert P. Bremner $0 $0 $0 $0
Lawrence H. Brown $10,001- $0 $0 $0
$50,000
Anne E. Impellizzeri $0 $0 $0 $0
Peter R. Sawers $0 $10,001- $0 $0
$50,000
William J. Schneider $0 $0 $0 $0
Judith M. Stockdale $0 $0 $0 $0
</Table>
<Table>
<Caption>

DOLLAR RANGE OF EQUITY SECURITIES
--------------------------------------------
INSURED
MUNICIPAL PREMIER PREMIER PREMIUM
BOARD MEMBERS OPPORTUNITY MUNICIPAL INSURED INCOME 2
- -------------------------------------------------------------------

Timothy R. $50,001- $0 $0 $0
Schwertfeger(1) $100,000
Robert P. Bremner $0 $0 $0 $0
Lawrence H. Brown $10,001- $0 $0 $0
$50,000
Anne E. Impellizzeri $10,001- $0 $0 $0
$50,000
Peter R. Sawers $0 $0 $0 $0
William J. Schneider $0 $0 $0 $0
Judith M. Stockdale $0 $1- $1-
$10,000 $10,000
- -------------------------------------------------------------------

<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
BOARD MEMBER IN FAMILY
DOLLAR RANGE OF EQUITY SECURITIES OF INVESTTMENT COMPANIES(2)
------------------------------------------------------------------------------
INSURED
PREMIUM PREMIUM DIVIDEND DIVIDEND SELECT
BOARD MEMBERS INCOME 4 INCOME 2 ADVANTAGE ADVANTAGE 2 MATURITIES
- --------------------- ------------------------------------------------------------------------------

Timothy R. $0 $0 $0 $0 $0 Over $100,000
Schwertfeger(1)
Robert P. Bremner $0 $0 $0 $0 $0 $1-$10,000
Lawrence H. Brown $0 $0 $10,001- $0 $10,001- Over $100,000
$50,000 $50,000
Anne E. Impellizzeri $0 $0 $0 $0 $0 $10,001-$50,000
Peter R. Sawers $0 $0 $0 $0 $10,001- Over $100,000
$50,000
William J. Schneider Over $0 $0 $0 $0 Over $100,000
$100,000
Judith M. Stockdale $0 $1- $0 $0 $0 $10,001-$50,000
$10,000
- ---------------------
</Table>

(1) For Mr. Schwertfeger, the amount reflected also includes shares held in
Nuveen's 401(k)/Profit Sharing Plan.

(2) The amounts reflect the aggregate dollar range of equity securities
beneficially owned by the Board Member in the Funds and in all Nuveen funds
overseen by each Board Member.

The following table sets forth, for each Board Member and for the Board Members
and officers as a group, the amount of shares beneficially owned in each Fund as
of February 28, 2002. The information as to beneficial ownership is based on
statements furnished to each Fund by each Board Member and officer.
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- --------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM MUNICIPAL MARKET
BOARD MEMBERS VALUE INCOME INCOME ADVANTAGE OPPORTUNITY
- --------------------------------------------------------------------------------------

Timothy R. Schwertfeger(2) 21,471 -- 30,805 6,422 --
Robert P. Bremner(3) -- -- -- -- --
Lawrence H. Brown 1,000 -- 1,000 -- --
Anne E. Impellizzeri -- -- -- -- --
Peter R. Sawers(4) -- 2,628 -- 1,851 --
William J. Schneider -- -- -- -- --
Judith M. Stockdale -- -- -- -- 625
ALL CURRENT BOARD MEMBERS
AND OFFICERS AS A GROUP 24,196 2,628 35,815 8,273 625

<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------- ----------------------------------------

INVESTMENT INSURED SELECT QUALITY
BOARD MEMBERS QUALITY QUALITY QUALITY INCOME
- ---------------------------- ----------------------------------------

Timothy R. Schwertfeger(2) -- -- 5,000 --
Robert P. Bremner(3) -- -- -- --
Lawrence H. Brown 882 -- -- --
Anne E. Impellizzeri -- -- -- --
Peter R. Sawers(4) -- 1,812 -- --
William J. Schneider -- -- -- --
Judith M. Stockdale -- -- -- --
ALL CURRENT BOARD MEMBERS
AND OFFICERS AS A GROUP 3,911 6,662 5,000 --
</Table>

<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
--------------------------------------------
INSURED
MUNICIPAL PREMIER PREMIER PREMIUM
BOARD MEMBERS OPPORTUNITY MUNICIPAL INSURED INCOME 2
- ----------------------------------------------------------------------------------

Timothy R. Schwertfeger(2) 5,000 -- -- --
Robert P. Bremner(3) -- -- -- --
Lawrence H. Brown 815 -- -- --
Anne E. Impellizzeri 1,000 -- -- --
Peter R. Sawers(4) -- -- -- --
William J. Schneider -- -- -- --
Judith M. Stockdale -- 525 -- 603
ALL CURRENT BOARD MEMBERS AND
OFFICERS AS A GROUP 30,392 525 -- 603
- ----------------------------------------------------------------------------------

<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
---------------------------------------------
INSURED
PREMIUM PREMIUM DIVIDEND DIVIDEND SELECT
BOARD MEMBERS INCOME 4 INCOME 2 ADVANTAGE ADVANTAGE 2 MATURITIES
- ------------------------------------ ----------------------------------------------------------

Timothy R. Schwertfeger(2) -- -- -- -- --
Robert P. Bremner(3) -- -- -- -- --
Lawrence H. Brown -- -- -- -- 1,112
Anne E. Impellizzeri -- -- -- -- --
Peter R. Sawers(4) -- -- -- -- 2,392
William J. Schneider 12,000 -- -- -- --
Judith M. Stockdale -- -- -- -- --
ALL CURRENT BOARD MEMBERS AND
OFFICERS AS A GROUP 12,000 -- 1,649 2,000 3,504
- ----------------------------------------------------------------------------------
</Table>

(1) The numbers include share equivalents of certain Nuveen funds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members, as more fully described below.

(2) The shares listed also include shares held jointly by Mr. Schwertfeger and
his spouse.

(3) The shares listed for Mr. Bremner are owned by his spouse. Mr. Bremner
disclaims beneficial ownership of these shares.

(4) The shares listed for Mr. Sawers are owned by his spouse; Mr. Sawers has
shared investment power.

On February 28, 2002, Board Members and executive officers of the Funds as a
group beneficially owned 467,408 common shares of all funds managed by Nuveen
Advisory Corp. ("NAC" or the "Adviser"), Nuveen Institutional Advisory Corp.
("NIAC") or Nuveen Senior Loan Asset Management Inc. ("NSLAM") (includes
Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan, but excludes shares of money market funds). Each
Board Member's individual beneficial shareholdings of each Fund constitute less
than 1% of the outstanding shares of each Fund. As of June 3, 2002, the Board
Members and executive officers of the Funds as a group owned beneficially less
than 1% of the outstanding common shares of each Fund. As of June 3, 2002, the
Board Members and executive officers of the Funds did not own any shares of
MuniPreferred. As of June 3, 2002, no shareholder owned more than 5% of any
class of shares of any Fund.

OTHER AFFILIATIONS OR RELATIONSHIPS OF BOARD MEMBERS

As of February 28, 2002, none of the Board Members who are "interested persons"
of a Fund (as that term is defined in the 1940 Act) and who are not affiliated
with Nuveen Investments ("Nuveen") or the Adviser (the "Independent Board
Members"), nor any immediate family member of an Independent Board Member, owns
shares of the Adviser or a principal underwriter of a Fund, nor does any such
person own shares of a company controlling, controlled by or under common
control with the Adviser or a principal underwriter of a Fund.

There have been no transactions by a Fund since the beginning of the Fund's last
fiscal year, nor are there any transactions currently proposed, in which the
amount exceeds $60,000 and in which any Board Member, executive officer or
security holder of more than 5% of the voting securities of a Fund, or any
immediate family members of the foregoing persons, has or will have a direct or
indirect material interest, nor have any of the foregoing persons been indebted
to a Fund in an amount in excess of $60,000 at any time since that date.

No Independent Board Member, nor any immediate family member of such a Board
Member, has had, in the past five years, any direct or indirect interest, the
value of which exceeds $60,000, in the Adviser or principal underwriter of the
Funds or in a person (other than a registered investment company) directly or
indirectly controlling, controlled by or under common control with, the Adviser
or principal underwriter of the Funds. Moreover, no Independent Board Member (or
immediate family member of any Independent Board Member) has, or has had in the
last two fiscal years of the Funds, any direct or indirect relationships or any
direct or indirect material interest in any transaction or series of
transactions or in any currently proposed transaction or series of transactions,
in which the amount involved exceeds $60,000, in which the following persons
were or are a party: the Funds, an officer of the Funds, any investment company
sharing the same Adviser or principal underwriter of the Funds or any officer of
such a party, any person directly or indirectly controlling, controlled by or
under common control with, the Adviser or principal underwriter of the Funds, or
any officer of such a person.

Within the last two completed fiscal years of the Funds, no officer of any
investment adviser or principal underwriter of the Funds or of any person
directly or indirectly controlling, controlled by or under common control with
the investment adviser or principal underwriter of the Funds, has served as a
board member on a board of a company where any of the Board Members or Nominees
of the Funds has served as an officer.

COMPENSATION

The Board Members affiliated with Nuveen or the Adviser serve without any
compensation from the Funds. The Independent Board Members receive a $15,000
quarterly retainer ($60,000 annually) for serving as a board member of all funds
sponsored by Nuveen and managed by the Adviser and a $1,750 fee per day plus
expenses for attendance at all meetings (including any committee 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 $500 fee per day plus expenses for attendance in person
or $250 if by telephone at a meeting of any committee meeting held on a day on
which no Board meeting is held. The annual retainer, fees and expenses are
allocated among the funds managed by the Adviser on the basis of relative net
asset sizes. Effective January 1, 1999, the Board of Directors/Trustees of
certain Nuveen Funds (the "Participating Funds") established a Deferred
Compensation Plan for Independent Directors and Trustees ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of their fees. Each of the Funds except Select
Maturities, Municipal Income, and Dividend Advantage 2 are Participating Funds
under the Deferred Compensation Plan.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid (including deferred fees) for
service on the boards of the NAC Funds for the calendar year ended 2001. Mr.
Schwertfeger, a Board Member who is an interested person of each Fund, does not
receive any compensation from the Fund or any Nuveen Funds.
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS
- ---------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM MUNICIPAL MARKET
BOARD MEMBER VALUE(1) INCOME INCOME(1) ADVANTAGE(1) OPPORTUNITY(1)
- ---------------------------------------------------------------------------------------

Robert P. Bremner $2,559 $115 $1,936 $1,328 $1,393
Lawrence H. Brown 2,714 122 2,054 1,409 1,478
Anne E. Impellizzeri 2,559 115 1,936 1,328 1,393
Peter R. Sawers 2,525 114 1,911 1,310 1,375
William J. Schneider 2,559 115 1,936 1,328 1,393
Judith M. Stockdale 2,559 115 1,936 1,328 1,393

<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS
- --------------------- -----------------------------------------------------------------
INSURED
INVESTMENT INSURED SELECT QUALITY MUNICIPAL
BOARD MEMBER QUALITY(1) QUALITY(1) QUALITY(1) INCOME(1) OPPORTUNITY(1)
- --------------------- -----------------------------------------------------------------

Robert P. Bremner $ 1,116 $1,173 $1,035 $1,658 $2,515
Lawrence H. Brown 1,184 1,244 1,098 1,758 2,667
Anne E. Impellizzeri 1,116 1,173 1,035 1,658 2,515
Peter R. Sawers 1,101 1,158 1,022 1,636 2,482
William J. Schneider 1,116 1,173 1,035 1,658 2,515
Judith M. Stockdale 1,116 1,173 1,035 1,658 2,515
</Table>
<Table>
<Caption>

AGGREGATE COMPENSATION FROM THE FUNDS
-------------------------------------------------------------------
INSURED
PREMIER PREMIER PREMIUM PREMIUM PREMIUM
BOARD MEMBER MUNICIPAL(1) INSURED(1) INCOME 2(1) INCOME 4(1) INCOME 2(1)
- -------------------------------------------------------------------------------------------

Robert P. Bremner $610 $594 $1,274 $1,234 $1,017
Lawrence H. Brown 647 630 1,351 1,309 1,078
Anne E. Impellizzeri 610 594 1,274 1,234 1,017
Peter R. Sawers 602 586 1,257 1,217 1,003
William J. Schneider 610 594 1,274 1,234 1,017
Judith M. Stockdale 610 594 1,274 1,234 1,017
- -------------------------------------------------------------------------------------------

<Caption>
TOTAL COMPENSATION
FROM NUVEEN FUNDS
PAID TO BOARD
AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS
------------------------------------------------------------

DIVIDEND DIVIDEND SELECT
BOARD MEMBER ADVANTAGE(1) ADVANTAGE 2 MATURITIES
- ----------------------- ------------------------------------------------------------

Robert P. Bremner $1,126 $514 $180 $72,500
Lawrence H. Brown 1,194 625 192 78,500
Anne E. Impellizzeri 1,126 514 180 72,500
Peter R. Sawers 1,111 503 178 73,000
William J. Schneider 1,126 514 180 72,500
Judith M. Stockdale 1,126 514 180 72,500
- -------------------------------------------------------------------------------------
</Table>

(1) Includes deferred fees. Pursuant to a deferred compensation agreement with
certain of the Funds, deferred amounts are treated as though an equivalent
dollar amount has been invested in shares of one or more eligible Nuveen
Funds. Total deferred fees for the Funds (including the return from the
assumed investment in the eligible Nuveen Funds) payable are:

<Table>
<Caption>
DEFERRED FEES
-------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL PREMIUM MUNICIPAL MARKET INVESTMENT INSURED SELECT QUALITY
BOARD MEMBER VALUE INCOME ADVANTAGE OPPORTUNITY QUALITY QUALITY QUALITY INCOME
-------------------------------------------------------------------------------------------------------------------------------

Robert P. Bremner $ 356 $ 270 $ 185 $ 194 $ 155 $ 163 $144 $ 231
Lawrence H. Brown -- -- -- -- -- -- -- --
Anne E. Impellizzeri 2,312 1,750 1,200 1,259 1,008 1,060 936 1,497
Peter R. Sawers 2,328 1,761 1,208 1,267 1,015 1,067 942 1,508
William J. Schneider 2,301 1,741 1,194 1,253 1,003 1,055 931 1,490
Judith M. Stockdale 571 432 297 311 249 262 231 370
</Table>
<Table>
<Caption>
DEFERRED FEES
-----------------------------------------------------------------------------------------------
INSURED
MUNICIPAL PREMIER PREMIER PREMIUM PREMIUM
BOARD MEMBER OPPORTUNITY MUNICIPAL INSURED INCOME 2 INCOME 4
-----------------------------------------------------------------------------------------------

Robert P. Bremner $ 350 $ 85 $ 83 $ 177 $ 172
Lawrence H. Brown -- -- -- -- --
Anne E.
Impellizzeri 2,272 551 537 1,151 1,115
Peter R. Sawers 2,288 555 540 1,159 1,122
William J.
Schneider 2,261 549 534 1,146 1,109
Judith M.
Stockdale 561 136 133 284 275
-----------------------------------------------------------------------------------------------

DEFERRED FEES
-------------------------------------------------
INSURED
PREMIUM DIVIDEND
BOARD MEMBER INCOME 2 ADVANTAGE 1
--------------------------------------------------

Robert P. Bremner $142 $157
Lawrence H. Brown -- --
Anne E.
Impellizzeri 919 1,018
Peter R. Sawers 925 1,024
William J.
Schneider 914 1,013
Judith M.
Stockdale 227 251
--------------------------------------------------
</Table>

COMMITTEES

The Board Members serve on four standing committees: the executive committee,
the audit committee, the nominating and governance committee, and the dividend
and valuation committee.

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) or (ii) matters of an administrative or ministerial nature.
No executive committee meetings were held for any of the Funds during its last
fiscal year except for Dividend Advantage 2. The executive committee held two
meetings for Dividend Advantage 2 during its fiscal year.

Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the
dividend and valuation committee for each Fund. The dividend and valuation
committee is authorized to declare distributions on the Funds' shares including,
but not limited to, regular and special dividends, capital gains and ordinary
income distributions. The committee also oversees the Fund's Pricing Procedures
including, but not limited to, the review and approval of fair value pricing
determinations made by Nuveen's Valuation Group. The dividend and valuation
committee of each Fund except Select Maturities and Dividend Advantage 2 held
eight meetings during its last fiscal year. The dividend and valuation committee
of Select Maturities held five meetings during its fiscal year. The dividend and
valuation committee of Dividend Advantage 2 held three meetings from its
inception to the end of its fiscal year.

Each Fund's Board has an audit committee composed of Board Members who are not
"interested persons" of the Fund and who are "independent" as that term is
defined in Section 303.01(B)(2)(a) and (3) of the New York Stock Exchange's
listing standards. The audit committee monitors the accounting and reporting
policies and practices of the Funds, the quality and integrity of the financial
statements of the Funds, compliance by the Funds with legal and regulatory
requirements and the independence and performance of the external and internal
auditors. The audit committee reviews the work and any recommendations of the
Fund's independent auditors. Based on such review, it is authorized to make
recommendations to the Board. The audit committee has adopted a written charter.
The audit committee of each Fund held two meetings during its last fiscal year.

Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a nominating and governance committee composed of all Board
Members who are not "interested persons" of that Fund. It identifies and
recommends individuals to be nominated for election as non-interested Board
Members. The committee also reviews matters relating to (1) the composition,
duties, recruitment, independence and tenure of Board Members, (2) the selection
and review of committee assignments, and (3) Board Member education, board
meetings and board performance. The nominating and governance committee of each
Fund held one meeting during its last fiscal year. In the event of a vacancy on
the Board, the nominating and governance committee receives suggestions from
various sources as to suitable candidates. Suggestions should be sent in writing
to Lorna Ferguson, Vice President for Board Relations, Nuveen Investments, 333
West Wacker Drive, Chicago, IL 60606. The nominating and governance committee
sets appropriate standards and requirements for nominations for new Board
Members and reserves the right to interview all candidates and to make the final
selection of any new Board Members.

The Board of each Fund held four regular quarterly meetings and two special
meetings during its last fiscal year. During the last fiscal year, each Board
Member attended 75% or more of each Fund's Board meetings and the committee
meetings (if a member thereof).

THE FUND'S OFFICERS

The following table sets forth information as of June 3, 2002 with respect to
each officer of the Funds, other than Mr. Schwertfeger, who is a Board Member
and is included in the table relating to nominees for the Board. Officers of the
Funds receive no compensation from the Funds. The term of office of all officers
will expire in July 2002. The Board will

consider the election of officers to serve until July 2003 and as set forth in
each Fund's by-laws at the regularly scheduled Board meeting to be held after
the Funds' Annual Meeting.

<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------------
POSITIONS AND OFFICES WITH THE FUND, PRINCIPAL OCCUPATIONS INCLUDING NUMBER OF PORTFOLIOS IN
NAME, BIRTHDATE AND TERM OF OFFICE AND OTHER DIRECTORSHIPS DURING FUND COMPLEX SERVED
ADDRESS LENGTH OF TIME SERVED PAST FIVE YEARS BY OFFICER
- --------------------------------------------------------------------------------------------------------------------------

Michael T. Atkinson Vice President. Vice President (since January 129
2/3/66 Term of Office: 2002. 2002), formerly, Assistant Vice
333 West Wacker Drive Length of Time Served: since 2002. President (from 2000),
Chicago, IL 60606 previously, Associate of Nuveen
Investments.

Paul L. Brennan Vice President. Vice President (since January 127
11/10/66 Term of Office: 2002. 2002), formerly Assistant Vice
333 West Wacker Drive Length of Time Served: since 2002. President (from 1997), of
Chicago, IL 60606 Nuveen Advisory Corp.

Peter H. D'Arrigo Vice President and Treasurer. Vice President of Nuveen 129
11/28/67 Term of Office: 2002. Investments (since January
333 West Wacker Drive Length of Time Served: since 1999. 1999), prior thereto, Assistant
Chicago, IL 60606 Vice President (from January
1997 to January 1999),
formerly, Associate of Nuveen
Investments; Vice President and
Treasurer of Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Chartered
Financial Analyst.

Michael S. Davern Vice President. Vice President of Nuveen 127
6/26/57 Term of Office: 2002. Advisory Corp. (since 1997) and
333 West Wacker Drive Length of Time Served: since 1997. Nuveen Institutional Advisory
Chicago, IL 60606 Corp. (since 1998).

Susan M. DeSanto Vice President. Vice President of Nuveen 129
9/8/54 Term of Office: 2002. Advisory Corp. (since August
333 West Wacker Drive Length of Time Served: since 2001. 2001); previously, Vice
Chicago, IL 60606 President of Van Kampen
Investment Advisory Corp. (from
1998); prior thereto, Assistant
Vice President of Van Kampen
Investment Advisory Corp. (from
1994).

Jessica R. Droeger Vice President. Vice President (since January 129
9/24/64 Term of Office: 2002. 2002) and Assistant General
333 West Wacker Drive Length of Time Served: since 2002. Counsel (since 1998), formerly,
Chicago, IL 60606 Assistant Vice President (from
May 1998) of Nuveen
Investments; Vice President
(since May 2002) and Assistant
Secretary (from 1998) formerly,
Assistant Vice President of
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.; prior thereto, Associate
at the law firm D'Ancona
Partners LLC.

Lorna C. Ferguson Vice President. Vice President of Nuveen 129
10/24/45 Term of Office: 2002. Investments; Vice President
333 West Wacker Drive Length of Time Served: since 1998. (since January 1998) of Nuveen
Chicago, IL 60606 Advisory Corp. and Nuveen
Institutional Advisory Corp.

William M. Fitzgerald Vice President. Managing Director (since 2001), 127
3/2/64 Term of Office: 2002. formerly, Vice President (since
333 West Wacker Drive Length of Time Served: since 1995. 1995) of Nuveen Advisory Corp.
Chicago, IL 60606 and Nuveen Institutional
Advisory Corp.; Chartered
Financial Analyst.

Stephen D. Foy Vice President and Controller. Vice President of Nuveen 129
5/31/54 Term of Office: 2002. Investments and (since May
333 West Wacker Drive Length of Time Served: since 1998. 1998) The John Nuveen Company;
Chicago, IL 60606 Vice President (since September
1999) of Nuveen Senior Loan
Management Inc.; Certified
Public Accountant.
</Table>

J. Thomas Futrell Vice President. Vice President of Nuveen 127
7/5/55 Term of Office: 2002. Advisory Corp.; Chartered
333 West Wacker Drive Length of Time Served: since 1992. Financial Analyst.
Chicago, IL 60606

Richard A. Huber Vice President. Vice President of Nuveen 127
3/26/63 Term of Office: 2002. Institutional Advisory Corp.
333 West Wacker Drive Length of Time Served: since 1997. (since 1998) and Nuveen
Chicago, IL 60606 Advisory Corp. (since 1997).

Steve J. Krupa Vice President. Vice President of Nuveen 127
8/21/57 Term of Office: 2002. Advisory Corp.
333 West Wacker Drive Length of Time Served: since 1990.
Chicago, IL 60606

David J. Lamb Vice President. Vice President (since March 129
3/22/63 Term of Office: 2002. 2000) of Nuveen Investments,
333 West Wacker Drive Length of Time Served: since 2000. previously Assistant Vice
Chicago, IL 60606 President (from January 1999);
prior thereto, Associate of
Nuveen Investments; Certified
Public Accountant.

Tina M. Lazar Vice President. Vice President (since 1999), 129
8/27/61 Term of Office: 2002. previously, Assistant Vice
333 West Wacker Drive Length of Time Served: 2002. President (since 1993) of
Chicago, IL 60606 Nuveen Investments.

Larry W. Martin Vice President and Assistant Secretary. Vice President, Assistant 129
7/27/51 Term of Office: 2002. Secretary and Assistant General
333 West Wacker Drive Length of Time Served: since 1988. Counsel of Nuveen Investments;
Chicago, IL 60606 Vice President and Assistant
Secretary of Nuveen Advisory
Corp., Nuveen Institutional
Advisory Corp. and Nuveen
Senior Loan Asset Management
Inc. (since September 1999);
Assistant Secretary of The John
Nuveen Company; and Assistant
Secretary of Nuveen Asset
Management Inc. (since January
1997).

Edward F. Neild, IV Vice President. Managing Director (since 2002), 127
7/7/65 Term of Office: 2002. formerly, Vice President (from
333 West Wacker Drive Length of Time Served: since 1996. September 1996) of Nuveen
Chicago, IL 60606 Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Chartered Financial Analyst.

Thomas J. O'Shaughnessy Vice President. Vice President (since January 127
9/4/60 Term of Office: 2002. 2002), formerly, Assistant Vice
333 West Wacker Drive Length of Time Served: since 2002. President (from 1998) of Nuveen
Chicago, IL 60606 Advisory Corp.

Thomas C. Spalding, Jr. Vice President. Vice President of Nuveen 127
7/31/51 Term of Office: 2002. Advisory Corp. and Nuveen
333 West Wacker Drive Length of Time Served: since 1982. Institutional Advisory Corp;
Chicago, IL 60606 Chartered Financial Analyst.
</Table>

Gifford R. Zimmerman Vice President and Secretary. Managing Director (since 2002), 129
9/9/56 Term of Office: 2002. Assistant Secretary and
333 West Wacker Drive Length of Time Served: since 1988. Associate General Counsel,
Chicago, IL 60606 formerly, Vice President, of
Nuveen Investments; Managing
Director (since 2002), General
Counsel and Assistant
Secretary, formerly, Vice
President of Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.; Managing
Director (since 2002) and
Assistant Secretary, formerly,
Vice President, of Nuveen
Senior Loan Asset Management
Inc. (since September 1999);
Managing Director and Assistant
Secretary of Nuveen Asset
Management Inc.; Vice President
and Assistant Secretary of The
John Nuveen Company; Chartered
Financial Analyst.
</Table>

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of each Fund is responsible for assisting the
Board in monitoring (1) the quality and integrity of the Fund's financial
statements, (2) each Fund's compliance with regulatory requirements, and (3) the
independence and performance of each Fund's independent and internal auditors.
Among other responsibilities, the Committee reviews, in its oversight capacity,
each Fund's annual financial statements with both management and the independent
auditors and the Committees meet periodically with the independent and internal
auditors to consider their evaluation of each Fund's financial and internal
controls. The Committee also recommends to the Board the selection of each
Fund's independent auditors. The Committee is currently composed of six Board
Members and operates under a written charter adopted and approved by the Board.
Each Committee member is independent as defined by New York Stock Exchange
listing standards.

The Committee, in discharging its duties, has met with and held discussions with
management and each Fund's independent and internal auditors. The Committee has
reviewed and discussed the audited financial statements with management.
Management has represented to the independent auditors that each Fund's
financial statements were prepared in accordance with generally accepted
accounting principles. The Committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communications with Audit Committees). Each Fund's independent auditors
provided to the Committee the written disclosure required by Independent
Standards Board Standard No. 1 (Independent Discussions with Audit Committees),
and the Committee discussed with representatives of the independent auditor
their firm's independence. As provided in the Audit Committee Charter, it is not
the Committee's responsibility to determine, and the considerations and
discussions referenced above do not ensure, that each Fund's financial
statements are complete and accurate and presented in accordance with generally
accepted accounting principles.

Based on the Committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the Committee, the Committee has recommended that the
Board include the audited financial statements in each Fund's Annual Report.

The members of the Committee are:

Robert P. Bremner
Lawrence H. Brown
Anne E. Impellizzeri
Peter R. Sawers
William J. Schneider
Judith M. Stockdale

AUDIT AND RELATED FEES

AUDIT FEES. The aggregate fees billed by Ernst & Young LLP for professional
services for the audit of each Fund's financial statements for its most recently
completed fiscal year were as follows:

<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FINANCIAL INFORMATION
AUDIT SYSTEMS DESIGN AND ALL OTHER
FUND FEES IMPLEMENTATION FEES FEES
- --------------------------------------------------------------------------------------------------------

Municipal Value $11,440 $0 $ 1,098
Municipal Income 11,440 0 49
Premium Income 11,440 0 3,030
Municipal Advantage 11,440 0 2,768
Municipal Market Opportunity 11,440 0 2,792
Investment Quality 11,440 0 2,677
Insured Quality 11,440 0 2,706
Select Quality 11,440 0 2,640
Quality Income 11,440 0 2,906
Insured Municipal Opportunity 11,440 0 3,279
Premier Municipal 11,440 0 2,461
Premier Insured 11,440 0 2,455
Premium Income 2 11,440 0 2,747
Premium Income 4 11,440 0 2,725
Insured Premium Income 2 11,440 0 2,637
Dividend Advantage 11,440 0 2,686
Dividend Advantage 2 11,440 0 2,565
Select Maturities 11,440 0 75
- --------------------------------------------------------------------------------------------------------
</Table>

ALL NON-AUDIT FEES. The Audit Committee of each Fund has generally considered
whether the receipt of non-audit fees by Ernst & Young LLP from the Fund is
compatible with maintaining Ernst & Young LLP's independence.

APPOINTMENT OF INDEPENDENT AUDITORS

Each Fund's Board of Directors/Trustees has appointed Ernst & Young LLP, as
independent auditors to audit the books and records of each Fund for its fiscal
year. A representative of Ernst & Young LLP will be present at the meeting to
make a statement, if such representative so desires, and to respond to
shareholders' questions. Ernst & Young LLP has informed each Fund that it has no
direct or indirect material financial interest in the Fund, Nuveen, the Adviser
or any other investment company sponsored by Nuveen.

SECTION 16(a) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than 10%
of a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange. These persons and entities are required
by SEC regulation to furnish the Funds with copies of all Section 16(a) forms
they file. Based on a review of these forms furnished to each Fund, each Fund
believes that the Fund's Board Members and officers, investment adviser and
affiliated persons of the investment adviser have complied with all applicable
Section 16(a) filing requirements during its last fiscal year. To the knowledge
of management of the Funds, no shareholder of a Fund owns more than 10% of a
registered class of a Fund's equity securities.

INFORMATION ABOUT THE 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 The John Nuveen Company, 333 West Wacker Drive, Chicago, Illinois
60606. The John Nuveen Company 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.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2003, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive,

Chicago, Illinois 60606, not later than February 26, 2003. A shareholder wishing
to provide notice in the manner prescribed by Rule 14a-4(c)(1) of a proposal
submitted outside of the process of Rule 14a-8 must submit such written notice
to the Fund not later than May 12, 2003. Timely submission of a proposal does
not mean that such proposal will be included.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers or employees of Nuveen Investments or Nuveen
Advisory Corp., or by dealers and their representatives.

FISCAL YEAR

The last fiscal year end for each Fund except Select Maturities was October 31,
2001 and for Select Maturities was May 31, 2002.

ANNUAL REPORT DELIVERY

Annual reports were sent to shareholders of record of each Fund following each
Fund's fiscal year end. The 2002 annual report for Select Maturities is expected
to be available on or before July 31, 2002. Each Fund will furnish, without
charge, a copy of its annual report and/or semi-annual report as available upon
request. Such written or oral requests should be directed to such Fund at 333
West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.

GENERAL

Management does not intend to present and does not have reason to believe that
any other items of business will be presented at any Fund's Annual Meeting.
However, if other matters are properly presented to the Annual Meeting for a
vote, the proxies will be voted by the persons acting under the proxies upon
such matters in accordance with their judgment of the best interests of the
Fund.

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 beginning 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 AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

Gifford R. Zimmerman
Vice President and Secretary

(This page intentionally left blank)

[NUVEEN INVESTMENTS LOGO]

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com

NUV702

Nuveen Premium Income 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 ANNUAL MEETING OF SHAREHOLDERS

NUVEEN INVESTMENTS COMMON STOCK
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
July 31, 2002

The annual meeting of shareholders will be held July 31,
2002, at 10:30 a.m. Central Time, in the sixth floor
auditorium of the Northern Trust Company, 50 South
LaSalle Street, Chicago, Illinois. At this meeting, you
will be asked to vote on the proposals described in the
proxy statement attached. The undersigned hereby
appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power
of substitution, proxies for the undersigned to
represent and vote the shares of the undersigned at the
annual meeting of shareholders to be held on July 31,
2002 or any adjournment or adjournments thereof.

You are encouraged to specify your choices
by marking the appropriate boxes. If you do
not mark any boxes, your proxy will be voted
"FOR" all of the proposals. Please mark, sign,
date and return this proxy card promptly using
the enclosed envelope if you are not voting by
telephone or over the Internet. To vote by
telephone, please call (800) 690-6903. To vote
over the Internet, go to www.proxyvote.com. In
either case you will be asked to enter the
control number on the right hand side of this
proxy card.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X KEEP THIS PORTION FOR YOUR RECORDS
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Common Stock

Vote on Proposals For Withhold For All To withhold authority to vote, mark "For All
All All Except Except" and write the nominee's number on
the line below.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ] ____________________________________________
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR
VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE
(800) 690-6903 OR OVER THE INTERNET (www.proxyvote.com).

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting.

The shares to which this proxy relates will be voted as specified. If no
specification is made, such shares will be voted "FOR" the election of
nominees to the Board and "FOR" the proposal set forth on this proxy.

Please be sure to sign and date this proxy if you are not voting by
telephone or over the Internet.

NOTE: Please sign your name exactly as it appears on this proxy. If shares
are held jointly, each holder must sign the proxy. If you are signing on
behalf of an estate, trust, or corporation, please state your title or
capacity.

---------------------------------- -------- ---------------------------------- ---------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

NUVEEN ANNUAL MEETING OF SHAREHOLDERS

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK

NUVEEN INVESTMENTS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
July 31, 2002

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Preferred Stock

Vote on Proposals For Withhold For All To withhold authority to vote, mark "For All
All All Except Except" and write the nominee's number on the
line below.
1. ELECTION OF NOMINEES TO THE [ ] [ ] [ ] _____________________________________________
BOARD
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale
06) William J. Schneider
07) Timothy R. Schwertfeger

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting.

Please be sure to sign and date this proxy if you are not voting by
telephone or over the Internet.

---------------------------------- -------- ---------------------------------- ---------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date