NUVEEN PREMIER MUNICIPAL INCOME FUND INC, DEF 14A, 1996-06-07

NUVEEN PREMIER MUNICIPAL INCOME FUND INC
DEF 14A, 1996-06-07

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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.:

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(3) Filing party:

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(4) Date filed:

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<PAGE> 2

NOTICE OF ANNUAL MEETINGS
OF SHAREHOLDERS - JULY 25, 1996 333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787

NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN MUNICIPAL MARKET 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.

June 7, 1996

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Premium Income Municipal Fund, Inc., Nuveen Municipal Market 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
(individually, a "Fund" and, collectively, the "Funds"), will be held in the 6th
floor auditorium of The Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois, on Thursday, July 25, 1996, 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 directors to the Board of each Fund as outlined below:

a. For each Fund except Nuveen Premium Income Municipal Fund, Inc., to
elect four (4) directors to serve until the next Annual Meeting and until their
successors shall have been duly elected and qualified.

b. For Nuveen Premium Income Municipal Fund, Inc., to elect five (5)
directors to serve until the next Annual Meeting and until their successors
shall have been duly elected and qualified.

2. To ratify the selection of Ernst & Young LLP as independent auditors for
the fiscal year ending October 31, 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 REMARKETED PREFERRED STOCK OR
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK ONLY:

To elect two (2) directors 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 May 28, 1996 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> 3

<PAGE> 4

333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
JOINT PROXY STATEMENT
JUNE 7, 1996

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of each of Nuveen Premium Income Municipal Fund, Inc.
("Premium Income"), Nuveen Municipal Market Opportunity Fund, Inc. ("Municipal
Market 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") and
Nuveen Premium Income Municipal Fund 4, Inc. ("Premium Income 4") (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 25, 1996 (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 four nominees for director (or five
nominees in the case of Premium Income) to be elected by all shareholders and
the two nominees for director to be elected by holders of Remarketed Preferred
Stock, in the case of Premium Income, or Municipal Auction Rate Cumulative
Preferred Stock ("MuniPreferred(R)") in the case of the other Funds (for
convenience, shares of Premium Income's Remarketed Preferred Stock 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 Directors of each Fund has determined that the use of this Joint
Proxy Statement for the Fund's Annual Meeting is in the best interest of the
Fund and its shareholders in light of the similar matters being considered and
voted on by the shareholders. Shareholders of each Fund will vote separately on
each proposal relating to their Fund, and a vote on a proposal by the
shareholders of one Fund will not affect the vote on the proposal by the
shareholders of another Fund.

1
<PAGE> 5

The following table indicates which shareholders are solicited with respect to
each matter:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
MATTER COMMON STOCK MUNIPREFERRED
- ------------------------------------------------------------------------------
<S> <C> <C>
Election of Directors by all Shareholders (Ms. X X
Impellizzeri and Messrs. Dean, Brown and
Sawers nominated for each Fund; for Premium
Income, Mr. Hoyle also nominated)
- ------------------------------------------------------------------------------
Election of Directors by MuniPreferred only X
(Mrs. Rosenheim and Mr. Schwertfeger nominated
for each Fund)
- ------------------------------------------------------------------------------
Ratify Selection of Auditors X X
- ------------------------------------------------------------------------------
</TABLE>

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

For purposes of determining the approval of the matters submitted to the
shareholders for a vote, abstentions and broker non-votes will be treated as
shares voted against the election of directors and against ratification of the
selection of independent auditors. The details of each proposal to be voted on
by the shareholders of each Fund and the vote required for approval of each
proposal are set forth under the description of each proposal below.

As of May 28, 1996, there were issued and outstanding: 63,785,431 shares of
common stock and 700 shares of each series of MuniPreferred, Series A, B, C, D
and E, of Premium Income; 44,762,071 shares of common stock and 4,000 shares of
each series of MuniPreferred, Series M, T and F, of Municipal Market
Opportunity; 19,647,018 shares of common stock and 2,800 shares of each series
of MuniPreferred, Series T and TH of Premier Municipal; 19,123,476 shares of
common stock and 2,800 shares of each series of MuniPreferred, Series TH and F
of Premier Insured; 40,731,119 shares of common stock and 2,000 shares of each
series of MuniPreferred, Series M, W and F and 3,000 shares of each series of
MuniPreferred, Series T and TH of Premium Income 2; and 40,808,465 shares of
common stock and 1,328 shares of each series of MuniPreferred, Series T2 and F2,
1,680 shares of MuniPreferred, Series W, 1,800 shares of MuniPreferred, Series
F, 2,000 shares of each series of MuniPreferred, Series T and TH, and 2,200
shares of MuniPreferred, Series M Premium Income 4. Those persons who were
shareholders of record at the close of business on May 28, 1996 will be entitled
to one vote for each share held.

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about June 7, 1996.

2
<PAGE> 6

1. ELECTION OF DIRECTORS OF EACH FUND

At each Fund's Annual Meeting, six (6) directors, except in the case of Premium
Income in which case seven (7) directors, 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 Articles of Incorporation, as amended,
under normal circumstances holders of MuniPreferred are entitled to elect two
(2) directors, and the remaining directors are to be elected by holders of
common stock and MuniPreferred, voting together as a single class. The members
of the Board of Directors and the nominees for election to the Board are the
same for each Fund, except that Royce A. Hoyle is a member of the Board of
Directors and a nominee for election to the Board of Premium Income only. Table
I below shows the nominees for director of each Fund to be elected by holders of
common stock and MuniPreferred, voting together as a single class. Table II
below shows the nominees for director of each Fund to be elected by holders of
MuniPreferred only. The affirmative vote of a majority of the shares present and
entitled to vote at each Fund's Annual Meeting will be required to elect the
directors 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
director 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 of Directors.

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 director of each Fund and the number of shares of common stock of
the Funds and of all funds managed by Nuveen Advisory Corp. (excluding money
market funds) which each nominee beneficially owned as of April 30, 1996. All of
the nominees, except Anthony T. Dean, were last elected to the Board of
Directors at the 1995 annual meeting of shareholders. Mr. Dean will be standing
for election by each Fund's shareholders for the first time at the Annual
Meeting to fill a vacancy that will occur upon the retirement of Richard J.
Franke from John Nuveen & Co. Incorporated and the Board of Directors of the
Fund on June 30, 1996. Mr. Franke's contributions to the Funds are greatly
appreciated. As of April 30, 1996, Mr. Franke owned 1,333 shares of Premium
Income, 1,000 shares of Municipal Market Opportunity, 500 shares of Premier
Municipal, 500 shares of Premier Insured, 25,500 shares of Premium Income 2 and
26,531 shares of Premium Income 4. In addition to the vacancy that will occur
upon the retirement of Mr. Franke, there is currently another vacancy on each
Fund's Board. Each Fund's nominating committee is considering candidates for
that vacancy.

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

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<PAGE> 7

TABLE I
NOMINEES FOR DIRECTOR FOR EACH FUND TO BE
ELECTED BY ALL SHAREHOLDERS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FULL SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
APRIL 30, 1996
NAME, AGE AND PRINCIPAL ---------------------
OCCUPATIONS OF ALL
NOMINEES AS OF APRIL 30, YEAR FIRST ELECTED THE NUVEEN
1996(1) OR APPOINTED A DIRECTOR FUNDS(2) FUNDS(3)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Lawrence H. Brown (61) 1993--All Funds 0 3,637
Director of the Funds; retired
in August 1989 as Senior Vice
President of The Northern Trust
Company.
*Anthony T. Dean (51) Nominee 5,000 5,695
Director nominee of the Funds
and President-elect
(effective July 1, 1996);
President, Chairman-elect
(effective July 1, 1996) and
Trustee of the Select
Tax-Free Portfolios advised by
Nuveen Institutional Advisory
Corp. (since July 1994);
President-elect (effective July
1, 1996) and Executive Vice
President and Director of The
John Nuveen Company (since
March 1992), John Nuveen & Co.
Incorporated, Nuveen Advisory
Corp. (since October 1992) and
Nuveen Institutional Advisory
Corp. (since October 1992).
Anne E. Impellizzeri (63) 1994--All Funds 0 2,000
Director 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 1987 to 1990) and Vice
President of Metropolitan Life
Insurance Company (from 1980 to
1987).
Peter R. Sawers (63) 1991--All Funds, 0 8,281
Director of the Funds; Adjunct except Premium Income 2
Professor of Business and and Premium Income 4
Economics, University of 1992--Premium Income 2
Dubuque, Iowa (since January 1993--Premium Income 3
1991); Adjunct Professor, Lake
Forest Graduate School of
Management, Lake Forest,
Illinois (since January 1992);
prior thereto, Executive
Director, Towers Perrin
Australia (management
consultant); Chartered
Financial Analyst; Certified
Management Consultant.
</TABLE>

4
<PAGE> 8

TABLE I CONTINUED
NOMINEES FOR DIRECTOR FOR EACH FUND TO BE
ELECTED BY ALL SHAREHOLDERS
- --------------------------------------------------------------------------------

TABLE II
NOMINEES FOR DIRECTOR FOR EACH FUND TO BE ELECTED BY HOLDERS OF MUNIPREFERRED

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
FULL COMMON SHARES
BENEFICIALLY OWNED
APRIL 30, 1996
-------------------------
NAME, AGE AND PRINCIPAL ALL
OCCUPATIONS OF YEAR FIRST ELECTED THE NUVEEN
NOMINEES AS OF APRIL 30, 1996(1) OR APPOINTED A DIRECTOR FUNDS(2) FUNDS(3)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Margaret K. Rosenheim (69) 1988--Premium Income 750 5,329
Director of the Funds; Helen Ross 1989-- Municipal Market
Professor of Social Welfare Opportunity
Policy, School of Social Service 1991-- Premier
Administration, University of Municipal,
Chicago. Premier Insured
1992-- Premium Income 2
1993-- Premium Income 4
*Timothy R. Schwertfeger (47) 1994--All Funds 11,068 94,921
President and Director of the
Funds (since July 1994),
Chairman-elect (effective July 1,
1996); Chairman-elect (effective
July 1, 1996) and Executive Vice
President and Director of The John
Nuveen Company (since March 1992),
John Nuveen & Co. Incorporated,
Nuveen Advisory Corp. (since
October 1992) and Nuveen
Institutional Advisory Corp.
(since October 1992).
- ----------------------------------------------------------------------------------------
</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.

5
<PAGE> 9

(1) The director nominees of the Funds, except Royce A. Hoyle and Anthony T.
Dean, are board members of 21 Nuveen open-end funds and 53 closed-end funds
managed by Nuveen Advisory Corp. ("NAC Funds"). Mr. Hoyle is a director of
Premium Income and Nuveen Municipal Value Fund, Inc. only. Mr. Dean is a board
member nominee of 18 closed-end NAC Funds and is a board member of five
closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC Funds").
Mr. Schwertfeger is a board member nominee of each of the NIAC Funds.

(2) The shares shown in this column include the following: Anthony T. Dean,
5,000 shares of Municipal Market Opportunity; Royce A. Hoyle, 404 shares of
Premium Income; Margaret K. Rosenheim, 750 shares of Premium Income; and Timothy
R. Schwertfeger, 6,068 shares of Premium Income and 5,000 shares of Municipal
Market Opportunity. These persons have sole voting power and sole investment
power, except Mr. Schwertfeger's shares of Municipal Market Opportunity are held
jointly with his wife. In addition to the shares shown in this column, Nuveen
Advisory Corp., of which Messrs. Dean, Franke and Schwertfeger are directors,
beneficially owned 26,230 full common shares of Premium Income 4. No director
nominee beneficially owned as much as 1% of any Fund's outstanding Common Stock
or beneficially owned any shares of MuniPreferred of any of the Funds, except
that Mr. Schwertfeger's wife holds six shares of MuniPreferred of Premier
Municipal.

(3) The number shown reflects the aggregate number of common shares beneficially
owned in all of the NAC Funds referred to in note (1) above (excluding money
market funds).

The directors affiliated with John Nuveen & Co. Incorporated ("Nuveen") or
Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the
Funds. Directors 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, except for the annual retainer, fees and expenses paid to Mr.
Hoyle, which are allocated between Premium Income and Nuveen Municipal Value
Fund, Inc. Each Fund has adopted a Directors' Deferred Compensation Plan
pursuant to which a director of that Fund may elect to have all or a portion of
the director's fee deferred. Directors 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 director wishes to begin deferral.

The table below shows, for each director who is not affiliated with Nuveen or
the Adviser, the aggregate compensation paid by each Fund for its fiscal year
ended October 31, 1995 and the total compensation that Nuveen funds accrued for
each director during the calendar year 1995, including any interest accrued for
directors on deferred compensation. The rate of

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<PAGE> 10

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>
TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED FOR
NAME OF DIRECTOR AGGREGATE COMPENSATION FROM THE FUNDS DIRECTORS(3)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MUNICIPAL PREMIUM PREMIUM
PREMIUM MARKET PREMIER PREMIER INCOME INCOME
INCOME OPPORTUNITY MUNICIPAL INSURED 2 4
-----------------------------------------------------------
Lawrence H. Brown $ 2,035 1,446 732 725 1,296 1,256 55,500
Anne E. Impellizzeri $ 7,025 1,446 732 725 1,296 1,256 63,000
Margaret K. Rosenheim $ 1,986 (1) 1,560 782 774 1,396 1,353 62,322(4)
Peter R. Sawers $ 1,837 1,446 732 725 1,296 1,256 55,500
Royce A. Hoyle $23,406 (2) -- -- -- -- -- 63,010(5)
- -----------------------------------------------------------------------------------------------
</TABLE>

(1) Includes $222 in interest accrued on deferred compensation from prior years.

(2) Includes $409 of interest accrued in prior years on deferred compensation
from his previous directorship with Premium Income.

(3) Includes, except for Mr. Hoyle, compensation for service on the boards of
the NAC Funds. Includes for Mr. Hoyle compensation for service on the board of
Premium Income and Nuveen Municipal Value Fund, Inc.

(4) Includes $1,572 in interest accrued on deferred compensation from prior
years.

(5) Includes $2,010 in interest accrued in prior years on deferred compensation
from his previous directorships.

Richard J. Franke, Margaret K. Rosenheim and Timothy R. Schwertfeger currently
serve as members of the executive committee of the Board of Directors of each
Fund. The executive committee of each Fund, which meets between regular meetings
of the Board of Directors, is authorized to exercise all of the powers of the
Board of Directors. The executive committees of each Fund except Premium Income
held twelve meetings during the fiscal year ended October 31, 1995. The
executive committee of Premium Income held thirteen meetings during the fiscal
year ended October 31, 1995.

Each Fund's Board of Directors has an audit committee composed of Lawrence H.
Brown, Anne E. Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers and, in
the case of Premium Income, Royce A. Hoyle, directors 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 of Directors. The respective audit committees of
the Funds held two meetings during the fiscal year ended October 31, 1995.

Nomination of those directors who are not "interested persons" of each Fund is
committed to a nominating committee composed of the directors who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested directors. The nominating committees
of each Fund held one meetings during the fiscal year ended October 31, 1995. No
policy or procedure has been established as to the recommendation of director
nominees by shareholders.

In connection with certain legal actions described more fully on page 10 of this
Joint Proxy Statement, Premium Income has a special investigating committee
composed of Anne E. Impellizzeri and Royce A. Hoyle. The special investigating
committee, which independently

7
<PAGE> 11

investigates the various claims made by plaintiffs in the litigation, held
eighteen meetings during the fiscal year ended October 31, 1995.

The Board of Directors of each Fund held five meetings during the fiscal year
ended October 31, 1995. During the last fiscal year, each director 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 which he was scheduled to attend was less than 75%.

Each Fund has the same executive officers. The following table sets forth
information as of April 30, 1996 with respect to each executive officer of the
Funds, other than executive officers who are directors and reflected above.
Officers of the Funds receive no compensation from the Funds. The term of office
of all officers will expire at the first meeting of the Board of Directors of
each Fund after the Annual Meeting, which Board of Directors' meeting is
presently scheduled to be held on July 25, 1996 for each Fund; however, as
previously mentioned, Mr. Franke will be retiring from the Board of Directors
effective June 30, 1996.

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<PAGE> 12

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS POSITIONS AND OFFICES WITH
FOR THE PAST FIVE YEARS FUNDS
- ------------------------------------------------------------------------------
<S> <C>
Larry W. Martin, 44 Vice President (since 1993)
Vice President (since September 1992), &
Assistant Secretary and Assistant General Assistant Secretary (since
Counsel of John Nuveen & Co. Incorporated; Vice 1988)
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 & Controller
Vice President and Controller of The John (since each Fund's
Nuveen Company (since March 1992), John organization)
Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory Corp.
Thomas C. Spalding, Jr., 44 Vice President
Vice President of Nuveen Advisory Corp. and (since each Fund's
Nuveen Institutional Advisory Corp.; organization)
Chartered Financial Analyst.
H. William Stabenow, 61 Vice President & Treasurer
Vice President and Treasurer of The John Nuveen (since each Fund's
Company (since March 1992), John Nuveen & Co. organization)
Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. (since January
1992).
James J. Wesolowski, 45 Vice President & Secretary
Vice President, General Counsel and Secretary (since each Fund's
of The John Nuveen Company (since March organization)
1992), John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp.
Gifford R. Zimmerman, 39 Vice President (since 1993)
Vice President (since September 1992), &
Assistant Secretary and Assistant General Assistant Secretary (since
Counsel of John Nuveen & Co. Incorporated; Vice 1988)
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 April 30, 1996, directors and executive officers of the Funds as a group
beneficially owned the following Fund shares: Premium Income, 8,555 shares of
common stock (less than 1%) and no shares of MuniPreferred; Municipal Market
Opportunity, 6,000 shares of common stock (less than 1%) and no shares of
MuniPreferred; Premier Municipal, 500 shares of common stock and six shares of
MuniPreferred; Premier Insured, 500 shares of common stock (less than 1%) and no
shares of MuniPreferred; Premium Income 2, 25,500 shares of common stock (less
than 1%) and no shares of MuniPreferred; and Premium Income 4, 26,531 shares of
common stock (less than 1%) and no shares of MuniPreferred. On April 30, 1996,
directors, director nominees and executive officers of the Funds as a group
beneficially owned 319,589 common shares of all

9
<PAGE> 13

funds managed by the Adviser (excluding money market funds). As of April 30,
1996, no person is known to the Funds to have owned beneficially more than five
percent of the shares of common stock or MuniPreferred of any Fund.

Certain legal actions originally filed in January 1994 by Premium Income
shareholders are pending in federal district court in Chicago against John
Nuveen & Co. Incorporated, Nuveen Advisory Corp., and the directors of the Fund
at the time of the Fund's January 1994 rights offering, alleging that the
defendants violated federal and state laws and the Fund's articles of
incorporation in connection with the rights offering and seeking unspecified
damages. A lawsuit making similar allegations was filed in 1995 against the same
defendants in state court in Minneapolis, Minnesota. The suit was dismissed in
December, 1995 and is on appeal. Fund shareholders have also filed actions in
Chicago against the Fund's former outside legal counsel and in-house counsel to
John Nuveen & Co. Incorporated and Nuveen Advisory Corp. seeking unspecified
damages and alleging, among other things, negligence and professional
malpractice. The defendants have denied the allegations and are defending the
suits. The Court in the Chicago case recently denied in large part various
motions to dismiss. The Fund's Board of Directors has created a committee,
comprised of outside directors who are not defendants in the suits, to
investigate the claims being pursued in the Fund's name and to explore all
options. The committee has completed its investigation. Based on the Committee's
investigation, the Fund, in May, 1996, filed a motion to be substituted as the
actual plaintiff and to terminate the litigation, except as to certain claims
against the Fund's adviser and outside counsel. The motion is currently pending
before the Court. While there can be no assurance as to the outcome of these
suits, based on their current status, Fund management believes that they will
not have a material adverse effect on the 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 directors, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of a
registered class of the Funds' equity securities to file forms reporting their
affiliation with that Fund and reports of ownership and changes in ownership of
that Fund's shares with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange. These persons and entities are required by SEC
regulation to furnish the Funds with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, each Fund
believes that during the fiscal year ended October 31, 1995, all Section 16(a)
filing requirements applicable to that Fund's officers and directors, investment
adviser and affiliated persons of the investment adviser were complied with.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board of Directors who are not "interested persons"
of that Fund have unanimously selected Ernst & Young LLP, independent public
accountants, as independent auditors, to audit the books and records of that
Fund for the fiscal year ending October 31, 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

10
<PAGE> 14

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 OF DIRECTORS 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 78% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for Premium Income, in its initial public offering of
common stock in July 1988 and its public offering of MuniPreferred in October
1988; for Municipal Market Opportunity, in its initial public offering of common
stock in March 1990 and its public offering of MuniPreferred in May 1990; for
Premier Municipal, in its initial public offering of common stock in December
1991 and its public offering of MuniPreferred in May 1992; for Premier Insured,
in its initial public offering of common stock in December 1991 and its public
offering of MuniPreferred in May 1992; for Premium Income 2, in its initial
public offering of common stock in July 1992 and its public offering of
MuniPreferred in October 1992; and for Premium Income 4, in its initial public
offering of common stock in February 1993 and its public offering of
MuniPreferred in June 1993.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 1997, a shareholder proposal must be received at the
offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than February 7, 1997.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and their
representatives. The Funds have engaged Tritech Services to assist in the
solicitation of proxies at a total estimated cost of $15,000.

ANNUAL REPORT DELIVERY

Annual reports were sent to shareholders of record of each Fund following each
Fund's fiscal year end. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT AND SEMI-ANNUAL REPORT (WHICH WILL SOON BE AVAILABLE) UPON
REQUEST. SUCH WRITTEN OR ORAL REQUESTS SHOULD BE DIRECTED TO SUCH FUND AT 333
WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 OR BY CALLING 1-800-257-8787.

11
<PAGE> 15

GENERAL

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

A list of shareholders entitled to be present and to vote at each Fund's Annual
Meeting will be available at the offices of the Funds, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of that Annual Meeting.

Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

James J. Wesolowski
Secretary

12
<PAGE> 16

NPI796
<PAGE> 17

PROXY BALLOT

NUVEEN PREMIER MUNICIPAL INCOME FUND, INC.

COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 25, 1996

The undersigned hereby appoints 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 Premier Insured Municipal Income Fund,
Inc. to be held on July 25, 1996, or any adjournment or adjournments thereof:

1. Election of Directors:
NOMINEES: Lawrence H. Brown, Anthony T. Dean, Anne E. Impellizzeri, Peter R.
Sawers

2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 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
NPF796
<PAGE> 18

<TABLE>
<S><C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL: Please mark your votes as in this example. /X/
____________________________________________________________________________________________________________________________________
1. ELECTION OF DIRECTORS: / / FOR / / WITHHOLD authority / / WITHHOLD authority to vote
(SEE REVERSE FOR NOMINEES) all nominees to vote for all nominees for nominees indicated below:

INSTRUCTIONS: _______________________________
To grant authority to vote FOR ALL nominees, mark the box on the left above OR
do not mark any box above.
To WITHHOLD authority to vote FOR ALL nominees, mark the box in the middle above.
To WITHHOLD authority to vote FOR ANY ONE OR MORE of the nominees, mark the box
on the right above AND write each nominee's name in the space provided.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE / / / / / /
FISCAL YEAR ENDING OCTOBER 31, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
____________________________________________________________________________________________________________________________________
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AND FOR THE PROPOSAL SET FORTH on THIS PROXY.

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 NPI796 NPF796
</TABLE>

<PAGE> 19

PROXY BALLOT

NUVEEN PREMIER MUNICIPAL INCOME FUND, 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 JULY 25, 1996

The undersigned hereby appoints 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 Premier Municipal Income Fund, Inc. to be
held on July 25, 1996, or any adjournment or adjournments thereof:

1. Election of Directors:
NOMINEES--BY ALL SHAREHOLDERS: Lawrence H. Brown, Anthony T. Dean, 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 October 31, 1996.

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.

SEE REVERSE SIDE

NPF796-P
<PAGE> 20

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 NPI796 NPF796-P
</TABLE>