NUVEEN PREMIUM INCOME MUNICIPAL FUND 2 INC, DEF 14A, 1995-06-14

NUVEEN PREMIUM INCOME MUNICIPAL FUND 2 INC
DEF 14A, 1995-06-14

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<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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[_] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

<PAGE>

NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC.
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC.
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
JULY 26, 1995

June 16, 1995

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of
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. and Nuveen Insured Premium Income Municipal Fund, Inc., each a Minnesota
corporation, and Nuveen Insured Premium Income Municipal Fund 2, a
Massachusetts business trust (individually, a "Fund" and, collectively, the
"Funds"), will be held in the 6th floor auditorium of The Northern Trust
Company, 50 South LaSalle Street, Chicago, Illinois, on Wednesday, July 26,
1995, 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 four (4) Board Members to serve until the next Annual
Meeting and until their successors shall have been duly elected and
qualified.

2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending October 31, 1995.

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

MATTER TO BE VOTED ON BY EACH FUND'S HOLDERS OF SHARES OF MUNICIPAL AUCTION
RATE CUMULATIVE PREFERRED ONLY:

To elect two (2) Board Members to serve until the next Annual Meeting
and until their successors shall have been duly elected and qualified.

Shareholders of record of each Fund at the close of business on May 31, 1995
are entitled to notice of and to vote at that Fund's Annual Meeting.

IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE
THAT YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON
AT YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

James J. Wesolowski
Secretary
<PAGE>

333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700

JOINT PROXY STATEMENT

June 16, 1995

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation
by the Board of Directors or Board of Trustees, as the case may be, (each a
"Board" and each director or trustee a "Board Member") of each of Nuveen
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, Inc. ("Insured Premium") and Nuveen Insured Premium Income
Municipal Fund 2 ("Insured Premium 2") (individually, a "Fund" and,
collectively, the "Funds"), of proxies to be voted at the Annual Meeting of
Shareholders of each Fund to be held on July 26, 1995 (for each Fund, an
"Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all
adjournments thereof. The cost of preparing, printing and mailing the enclosed
proxy, accompanying notice and proxy statement, and all other costs in
connection with the solicitation of proxies, will be paid by the Funds pro rata
based on the number of shareholder accounts. Additional solicitation may be
made by letter, telephone or telegraph by officers of each Fund, by officers or
employees of John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by
dealers and their representatives. The Funds have engaged Tritech Services to
assist in the solicitation of proxies at a total estimated cost of $17,500.
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 REQUEST SHOULD BE DIRECTED TO SUCH FUND AT 333
WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 OR BY CALLING 1-800-257-8787.

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

1
<PAGE>

of that Fund will be voted accordingly. If no choice is so specified, the
shares of each Fund will be voted FOR the election of the four Board nominees
to be elected by all shareholders and the two Board nominees to be elected by
holders of shares of Municipal Auction Rate Cumulative Preferred
("MuniPreferred(R)"), as listed in this Joint Proxy Statement, and FOR
ratification of the selection of Ernst & Young LLP as each Fund's independent
auditors. Shareholders of any Fund who execute proxies may revoke them at any
time before they are voted by filing with that Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending that Annual Meeting and voting in person.

The Board of each Fund has determined that the use of this Joint Proxy
Statement for each Fund's Annual Meeting is in the best interest of each Fund
and its shareholders in light of the similar matters being considered and voted
on by the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders
of one Fund will not affect the vote on the proposal by the shareholders of
another Fund.

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

<TABLE>
<CAPTION>
COMMON
MATTER SHARES MUNIPREFERRED
- ------------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all Share-
holders
(Ms. Impellizzeri and Messrs. Franke,
Brown and Sawers nominated) X X
- ------------------------------------------------------------------------------------
Election of Board Members by MuniPreferred
only (Mrs. Rosenheim and Mr.
Schwertfeger nominated) X
- ------------------------------------------------------------------------------------
Ratify Selection of Auditors X X
</TABLE>

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred, 33 1/3% of the
MuniPreferred shares entitled to vote and represented in person or by proxy
will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of 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.

2
<PAGE>

For purposes of determining the approval of the matters submitted for a vote
of the shareholders of each Fund other than Insured Premium 2, abstentions and
broker non-votes will be treated as shares voted against the election of Board
Members and against ratification of the selection of independent auditors. For
purposes of determining the approval of the matters submitted for a vote of the
shareholders of Insured Premium 2, abstentions and broker non-votes will have
no effect on the election of Board Members (the six nominees receiving the
largest number of votes will be elected) and will be treated as shares voted
against ratification of the selection of independent auditors. The details of
each proposal to be voted on by the shareholders of each Fund and the vote
required for approval of each proposal are set forth under the description of
each proposal below.

As of May 31, 1995, there were issued and outstanding: 79,585,806 common
shares and 4,000 shares of each series of MuniPreferred, Series M, T, W, TH1,
TH2 and F of Insured Municipal Opportunity; 19,647,018 common shares and 2,800
shares of each series of MuniPreferred, Series T and TH of Premier Municipal;
19,123,476 common shares and 2,800 shares of each series of MuniPreferred,
Series TH and F of Premier Insured; 40,731,119 common shares and 2,000 shares
of each series of MuniPreferred, Series M, W, and F and 3,000 shares of each
series of MuniPreferred, Series T and TH of Premium Income 2; 40,808,465 common
shares and 1,328 shares of each series of MuniPreferred, Series T2 and F2,
1,680 shares of MuniPreferred, Series W, 1,800 shares of MuniPreferred, Series
F, 2,000 shares of each series of MuniPreferred, Series T and TH, and 2,200
shares of MuniPreferred, Series M of Premium Income 4; 15,128,458 common shares
and 2,200 shares of each series of MuniPreferred, Series T and TH of Insured
Premium; and 20,642,068 common shares and 2,080 shares of each series of
MuniPreferred, Series M and W, and 2,196 shares of MuniPreferred, Series F of
Insured Premium 2. Those persons who were shareholders of record at the close
of business on May 31, 1995 will be entitled to one vote for each share held.

This Joint Proxy Statement is first being mailed to shareholders of the Funds
on or about June 16, 1995.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting, six (6) Board Members are to be elected to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified. Under the terms of each Fund's organizational
documents, under normal circumstances holders of MuniPreferred are entitled to
elect two (2) Board Members, and the remaining Board Members are to be elected
by holders of common shares and MuniPreferred, voting together as a single
class. The members of the Board and the nominees for election to the Board are
the same for each Fund. Table I below shows the nominated Board Members of each

3
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Fund to be elected by holders of common shares and MuniPreferred, voting
together as a single class. Table II below shows the nominated Board Members of
each Fund to be elected by holders of MuniPreferred only. The affirmative vote
of a majority of the shares present and entitled to vote at the Annual Meeting
of each Fund (except Insured Premium 2) will be required to elect the Board
Members of that Fund. For Insured Premium 2, the affirmative vote of a
plurality of the shares present and entitled to vote at that Fund's Annual
Meeting will be required to elect the Board Members of that Fund.

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

Tables I and II below show each nominee's age, principal occupations and
other business affiliations, the year in which each nominee was first elected
or appointed a Board Member of each Fund and the number of common shares of the
Funds and of all Nuveen funds (excluding money market funds) which each nominee
beneficially owned as of May 15, 1995. All of the nominees were last elected to
each Board at the 1994 annual meeting of shareholders.

The Board Members mourn the recent passing of John E. O'Toole, a Board Member
since each Fund's organization. There is currently a vacancy on the Board of
each Fund. The Funds' nominating committees are considering candidates for the
vacancy, and will report to the full Board later this summer.

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

4
<PAGE>

TABLE I (CONT'D)
NOMINEES FOR EACH FUND TO BE ELECTED
BY ALL SHAREHOLDERS

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
MAY 15, 1995
------------------
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL
OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE NUVEEN
MAY 15, 1995(1) MEMBER FUNDS(2) FUNDS(3)
----------------------------- -------------------- -------- --------
<C> <C> <C> <S>
Lawrence H. Brown(60) 1993--All Funds 670 3,445
Board Member of the Funds;
retired in August 1989 as
Senior Vice President of
The Northern Trust Company.
Anne E. Impellizzeri(62) 1994--All Funds 1,000 2,000
Board Member of the Funds;
President and Chief
Executive Officer of
Blanton-Peale, Institutes
of Religion and Health
(since December 1990);
prior thereto, Vice
President of New York City
Partnership (from 1987 to
1990) and Vice President of
Metropolitan Life Insurance
Company (from 1980 to
1987).
Peter R. Sawers(62) 1991--Insured Municipal 0 7,825
Board Member of the Funds; Opportunity,
Adjunct Professor of Premier Municipal,
Business and Economics, Premier Insured
University of Dubuque, Iowa 1992--Premium Income 2
(since January 1991); Insured Premium
Adjunct Professor, Lake 1993--Premium Income 4
Forest Graduate School of Insured Premium 2
Management, Lake Forest,
Illinois (since January
1992); prior thereto,
Executive Director, Towers
Perrin Australia
(management consultant);
Chartered Financial
Analyst; Certified
Management Consultant.
</TABLE>

5
<PAGE>

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

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
MAY 15, 1995
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED -------------------
OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE ALL NUVEEN
MAY 15, 1995(1) MEMBER FUNDS(2) FUNDS(3)
----------------------------- -------------------- -------- ----------
<S> <C> <C> <C>
Margaret K. Rosenheim(68) 1991--Insured Municipal 0 5,015
Board Member of the Funds; Opportunity,
Helen Ross Professor of Premier Municipal,
Social Welfare Policy, Premier Insured
School of Social Service 1992--Premium Income 2
Administration, University Insured Premium
of Chicago. 1993--Premium Income 4
Insured Premium 2
*Timothy R. Schwertfeger(46) 1994--All Funds 5,000 88,620
President and Board Member
of the Funds (since July
1994); Executive Vice
President and Director of
The John Nuveen Company
(since March 1992) and John
Nuveen & Co. Incorporated;
Director of Nuveen Advisory
Corp. (since October 1992)
and Nuveen Institutional
Advisory Corp. (since
October 1992).
</TABLE>
- -----------
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.

(1) The Board Members are directors or trustees, as the case may be, of 21
Nuveen open-end funds and 55 Nuveen closed-end funds.

(2) In addition to the shares shown in this column, Nuveen Advisory Corp.,
of which Messrs. Franke and Schwertfeger are directors, beneficially owned
7,118 full common shares of each of Insured Premium and Insured Premium 2 and
28,472 full common shares of Premium Income 4. No nominee beneficially owned
as much as 1% of any Fund's outstanding common shares. The shares shown in
this column include the following:

<TABLE>
<CAPTION>
INSURED
MUNICIPAL PREMIER PREMIER PREMIUM PREMIUM INSURED INSURED
OPPORTUNITY MUNICIPAL INSURED INCOME 2 INCOME 4 PREMIUM PREMIUM 2
----------- --------- ------- -------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard J. Franke 1,000 500 500 500 1,531 500 500
Lawrence H. Brown 670 -- -- -- -- -- --
Anne E. Impellizzeri 1,000 -- -- -- -- -- --
Peter R. Sawers -- -- -- -- -- -- --
Margaret K. Rosenheim -- -- -- -- -- -- --
Timothy R. Schwertfeger 5,000 -- -- -- -- -- --
</TABLE>

The above persons have sole voting power and sole investment power as to the
common shares listed.

No nominee beneficially owned any shares of MuniPreferred of any of the
Funds, except that Timothy R. Schwertfeger is deemed to beneficially own five
shares of Premier Municipal's MuniPreferred, which are owned by his wife.

6
<PAGE>

(3) The number shown reflects the aggregate number of common shares
beneficially owned by the nominee in all of the funds managed by Nuveen
Advisory Corp. and referred to in note (1) above (excluding money market
funds).

The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen")
or Nuveen Advisory Corp. (the "Adviser") serve without any compensation from
the Funds. Board Members who are not affiliated with Nuveen or the Adviser
receive a $45,000 annual retainer for serving as a director or trustee, as the
case may be, of all funds sponsored by Nuveen and managed by the Adviser and a
$1,000 fee per day plus expenses for attendance at all meetings held on a day
on which a regularly scheduled Board meeting is held, a $1,000 fee per day
plus expenses for attendance in person or a $500 fee per day plus expenses for
attendance by telephone at a meeting held on a day on which no regular Board
meeting is held, and a $250 fee per day plus expenses for attendance in person
or by telephone at a meeting of the executive committee. The annual retainer,
fees and expenses are allocated among the funds managed by the Adviser on the
basis of relative net asset sizes. Each Fund has adopted a Directors' Deferred
Compensation Plan pursuant to which a Board Member of that Fund may elect to
have all or a portion of the Board Member's fee deferred. Board Members may
defer fees for any calendar year by the execution of a Participation Agreement
prior to the beginning of the calendar year during which the Board Member
wishes to begin deferral.

The tables below show, for each Board Member who is not affiliated with
Nuveen or the Adviser, the aggregate compensation paid by each Fund for its
fiscal year ended October 31, 1994 and the total compensation that Nuveen
funds accrued for each Board Member during the calendar year 1994, including
any interest accrued for Board Members on deferred compensation. The rate of
earnings on deferred compensation is equivalent to the average net earnings
rate, computed on a quarterly basis, on the shares of such Nuveen fund.

<TABLE>
<CAPTION>
NAME OF BOARD MEMBER AGGREGATE COMPENSATION FROM THE FUNDS
- -------------------- --------------------------------------
INSURED
MUNICIPAL PREMIER PREMIER PREMIUM
OPPORTUNITY MUNICIPAL INSURED INCOME 2
----------- --------- ------- --------
<S> <C> <C> <C> <C>
Lawrence H. Brown $2,317 677 673 1,219
Anne E. Impellizzeri(1) $1,209 351 348 633
Margaret K. Rosenheim $2,603 746 741 1,360
Peter R. Sawers $2,376 692 687 1,249
</TABLE>

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED FOR
AGGREGATE COMPENSATION BOARD
NAME OF BOARD MEMBER FROM THE FUNDS MEMBERS(2)
- -------------------- -------------------------- ------------
PREMIUM INSURED INSURED
INCOME 4 PREMIUM PREMIUM 2
-------- ------- ---------
<S> <C> <C> <C> <C>
Lawrence H. Brown 806 547 600 56,500
Anne E. Impellizzeri(1) 493 282 343 48,750
Margaret K. Rosenheim 2,134 599 651 64,404(3)
Peter R. Sawers 820 558 606 56,000
</TABLE>

7
<PAGE>

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

(1) Anne E. Impellizzeri was appointed a Board Member in April 1994.
(2) Includes compensation for service on the boards of 21 Nuveen open-end
funds and 55 Nuveen closed-end funds. Also includes amounts for Nuveen funds
that existed for part of the year, estimated as if the funds had existed for
the entire year.
(3) Includes $1,404 in interest accrued on deferred compensation from prior
years.

Richard J. Franke, Margaret K. Rosenheim and Timothy R. Schwertfeger serve
as members of the executive committee of the Board of each Fund. The executive
committee of each Fund, which meets between regular meetings of the Board, is
authorized to exercise all of the powers of the Board. The respective
executive committees of Premier Municipal, Premier Insured, Premium Income 2
and Insured Premium held thirteen meetings during the fiscal year ended
October 31, 1994. The respective executive committees of Insured Municipal
Opportunity and Insured Premium 2 held fourteen meetings during the fiscal
year ended October 31, 1994. The executive committee of Premium Income 4 held
eighteen meetings during the fiscal year ended October 31, 1994.

Each Fund's Board has an audit committee composed of Lawrence H. Brown, Anne
E. Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers, Board Members who
are not "interested persons." The audit committee reviews the work and any
recommendations of the Fund's independent auditors. Based on such review, it
is authorized to make recommendations to the Board. The respective audit
committees of the Funds held two meetings during the fiscal year ended October
31, 1994.

Nomination of those Board Members who are not "interested persons" of each
Fund is committed to a nominating committee composed of the Board Members who
are not "interested persons" of that Fund. It identifies and recommends
individuals to be nominated for election as non-interested Board Members. The
respective nominating committees of the Funds held two meetings during the
fiscal year ended October 31, 1994. No policy or procedure has been
established as to the recommendation of Board Member nominees by shareholders.

Each Fund's Board held six meetings during the fiscal year ended October 31,
1994. During the last fiscal year, each Board Member attended 75% or more of
each Fund's Board meetings and the committee meetings (if a member thereof),
except that Mr. Franke was unable to attend certain executive committee
meetings held solely to declare dividends. His attendance at all executive
committee meetings only 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 May 15, 1995 with respect to each executive officer of the
Funds, other than executive officers who are Board Members and reflected
above. Officers of the Funds receive no compensation from the Funds. The term
of office of all officers will expire at the first meeting of the Board of
each Fund after the Annual Meeting, which Board meeting is presently scheduled
to be held on July 26, 1995 for each Fund.

8
<PAGE>

<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<C> <C> <C> <S>
Kathleen M. Flanagan 48 Vice President Vice President of John Nuveen &
(since 1994) Co. Incorporated
J. Thomas Futrell 39 Vice President Vice President of Nuveen
(since 1991) Advisory Corp. (since
February 1991); prior
thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from August 1988 to
February 1991); Chartered
Financial Analyst.
Steven J. Krupa 37 Vice President Vice President of Nuveen
(since 1991) Advisory Corp. (since October
1990); prior thereto, Vice
President of John Nuveen &
Co. Incorporated (from
January 1989 to October
1990).
Anna R. Kucinskis 49 Vice President Vice President of John Nuveen &
(since 1991) Co. Incorporated.
Larry W. Martin 43 Vice President Vice President (since September
(since 1993) & 1992), Assistant Secretary
Assistant Secre- and Assistant General Counsel
tary (since each of John Nuveen & Co.
Fund's organiza- Incorporated; Vice President
tion) (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 55 Vice President Vice President and Controller
& Controller of The John Nuveen Company
(since each Fund's (since March 1992), John
organization) Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.
Thomas C. Spalding, Jr. 43 Vice President Vice President of Nuveen
(since each Fund's Advisory Corp. and Nuveen
organization) Institutional Advisory Corp.;
Chartered Financial Analyst.
H. William Stabenow 60 Vice President Vice President and Treasurer of
& Treasurer The John Nuveen Company
(since each Fund's (since March 1992), John
organization) Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp. (since January 1992).
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<C> <C> <C> <S>
George P. Thermos 63 Vice President Vice President of John Nuveen &
(since each Fund's Co. Incorporated.
organization)
James J. Wesolowski 44 Vice President Vice President, General Counsel
& Secretary and Secretary of The John Nuveen
(since each Fund's Company (since March 1992), John
organization) Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Gifford R. Zimmerman 38 Vice President Vice President (since September
(since 1993) & 1992), Assistant Secretary and
Assistant Secre- Assistant General Counsel of
tary (since each John Nuveen & Co. Incorporated;
Fund's organiza- Vice President (since May 1993)
tion) 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 May 15, 1995, Board Members and executive officers of the Funds as a group
beneficially owned the following Fund shares: Insured Municipal Opportunity,
11,670 common shares (less than 1%) and two shares of MuniPreferred; Premier
Municipal, 500 common shares (less than 1%) and five shares of MuniPreferred;
Premier Insured, 500 common shares (less than 1%) and no shares of
MuniPreferred; Premium Income 2, 500 common shares (less than 1%) and no shares
of MuniPreferred; Premium Income 4, 1,531 common shares (less than 1%) and no
shares of MuniPreferred; Insured Premium, 500 common shares (less than 1%) and
no shares of MuniPreferred; and Insured Premium 2, 500 common shares (less than
1%) and no shares of MuniPreferred. On May 15, 1995, Board Members and
executive officers of the Funds as a group beneficially owned 204,005 common
shares of all funds managed by the Adviser (excluding money market funds). As
of May 15, 1995, no person is known to the Funds to have owned beneficially
more than five percent of the common shares or MuniPreferred of any Fund.

Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and Board Members, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of
a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC")

10
<PAGE>

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, 1994, all Section 16(a)
filing requirements applicable to that Fund's officers and Board Members,
investment adviser and affiliated persons of the investment adviser were
complied with, except that one report on Form 4 was filed after the applicable
deadline for each of Mr. Franke and Mr. Donald E. Sveen, an affiliated person
of the investment adviser and a Board Member of the Funds until July 1994, in
connection with their receipt of shares pursuant to the Plan of Reorganization
and Liquidation by and among Nuveen Premium Income Municipal Fund 3, Inc.
("Premium Income 3"), Nuveen Premium Income Municipal Fund 4, Inc., Nuveen
Premium Income Municipal Fund 5 ("Premium Income 5") and Nuveen Premium Income
Municipal Fund 6 ("Premium Income 6") whereby shareholders of Premium Income 3,
Premium Income 5 and Premium Income 6 exchanged their shares for shares of
Premium Income 4.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board who are not "interested persons" of that
Fund have unanimously selected Ernst & Young LLP, independent public
accountants, as independent auditors, to audit the books and records of that
Fund for the fiscal year ending October 31, 1995. Ernst & Young LLP has served
each Fund in this capacity since that Fund was organized and has no direct or
indirect financial interest in that Fund except as independent auditors. The
selection of Ernst & Young LLP as independent auditors of each Fund is being
submitted to the shareholders for ratification, which requires the affirmative
vote of a majority of the shares of each Fund present and entitled to vote on
the matter. A representative of Ernst & Young LLP is expected to be present at
the Annual Meetings and will be available to respond to any appropriate
questions raised at the Annual Meetings and to make a statement if he or she
wishes. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 75%
owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for Insured Municipal Opportunity, in its initial
public offering of common shares in September 1991 and its public offering of
MuniPreferred in December 1991 and February 1992; for Premier Municipal, in

11
<PAGE>

its initial public offering of common shares in December 1991 and its public
offering of MuniPreferred in May 1992; for Premier Insured, in its initial
public offering of common shares in December 1991 and its public offering of
MuniPreferred in May 1992; for Premium Income 2, in its initial public offering
of common shares in July 1992 and its public offering of MuniPreferred in
October 1992; for Premium Income 4, in its initial public offering of common
shares in February 1993 and its public offering of MuniPreferred in June 1993;
for Insured Premium, in its initial public offering of common shares in
December 1992 and its public offering of MuniPreferred in April 1993; and for
Insured Premium 2, in its initial public offering of common shares in July 1993
and its public offering of MuniPreferred in November 1993.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of
any of the Funds to be held in 1996, a shareholder proposal must be received at
the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than February 16, 1996.

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>

NIO795
<PAGE>

PROXY BALLOT

NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.

COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 26, 1995

The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the common stock of the
undersigned at the Annual Meeting of Shareholders of Nuveen Premium Income
Municipal Fund 2, Inc. to be held on July 26, 1995, or any adjournment or
adjournments thereof:

1. Election of Directors:
NOMINEES: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri,
Peter R. Sawers.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1995.
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 NPM795
<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- -------------------------------------------------------------------------------

1. ELECTION OF DIRECTORS:
(SEE REVERSE FOR NOMINEES)

[_] FOR [_] WITHHOLD authority [_] WITHHOLD authority to
all nominees to vote for all nominees vote for nominees
indicated below:

-------------------------
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1995.

FOR AGAINST ABSTAIN
[_] [_] [_]

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 NIO795 NPM795

<PAGE>

PROXY BALLOT

NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES M, T, W, TH AND F
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 26, 1995

The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the shares of Municipal
Auction Rate Cumulative Preferred Stock, Series M, T, W, TH and F, of the
undersigned at the Annual Meeting of Shareholders of Nuveen Premium Income
Municipal Fund 2, Inc. to be held on July 26, 1995, or any adjournment or
adjournments thereof:

1. Election of Directors:
NOMINEES--BY ALL SHAREHOLDERS: Lawrence H. Brown, Richard J. Franke, Anne E.
Impellizzeri, Peter R. Sawers.
NOMINEES--BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
ONLY: Margaret K. Rosenheim, Timothy R. Schwertfeger.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1995.
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 NPM795P
<PAGE>

1. ELECTION OF DIRECTORS:
(SEE REVERSE FOR NOMINEES)

[_] FOR [_] WITHHOLD authority [_] WITHHOLD authority to
all nominees to vote for all nominees vote for nominees
indicated below:

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1995.

FOR AGAINST ABSTAIN
[_] [_] [_]

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 NIO795 NPM795P