NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND INC, DEF 14A, 1999-11-05

NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND INC
DEF 14A, 1999-11-05

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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 NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC.
(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (Check the appropriate box):

[X] No Fee Required.

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(3) Filing party:

(4) Date filed:

<PAGE> 2

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS -- Chicago, Illinois
DECEMBER 8, 1999 60606
(800) 257-8787
</TABLE>

NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC.

November 5, 1999

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Florida Investment Quality Municipal Fund, Nuveen Florida Quality Income
Municipal Fund, Nuveen Insured Florida Premium Income Municipal Fund, Nuveen
Pennsylvania Investment Quality Municipal Fund and Nuveen Pennsylvania Premium
Income Municipal Fund 2, each a Massachusetts business trust, and Nuveen New
Jersey Investment Quality Municipal Fund, Inc. and Nuveen New Jersey Premium
Income Municipal Fund, Inc., each a Minnesota corporation (individually, a
"Fund" and, collectively, the "Funds"), will be held in the 31st floor
conference room of John Nuveen & Co. Incorporated, 333 West Wacker Drive,
Chicago, Illinois, on Wednesday, December 8, 1999, at 10:00 a.m., Chicago time,
for the following purposes and to transact such other business, if any, as may
properly come before the meeting:

1. To elect seven (7) Board Members to the Board of each Fund as outlined below
to serve until the next Annual Meeting and until their successors shall have
been duly elected and qualified:

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

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

2. To ratify the selection of Ernst & Young LLP as independent auditors for the
fiscal year ending June 30, 2000.

3. 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 October 12, 1999
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 FOR 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
<PAGE> 3

<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
NOVEMBER 5, 1999 Chicago, Illinois
60606
(800) 257-8787
</TABLE>

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees or Board of Directors, as the case may be, (each a "Board"
and each trustee or director a "Board Member") of each of Nuveen Florida
Investment Quality Municipal Fund ("Florida Investment"), Nuveen Florida Quality
Income Municipal Fund ("Florida Quality"), Nuveen Insured Florida Premium Income
Municipal Fund ("Insured Florida"), Nuveen Pennsylvania Investment Quality
Municipal Fund ("Pennsylvania Investment"), Nuveen Pennsylvania Premium Income
Municipal Fund 2 ("Pennsylvania Premium"), Nuveen New Jersey Investment Quality
Municipal Fund, Inc. ("New Jersey Investment"), and Nuveen New Jersey Premium
Income Municipal Fund, Inc. ("New Jersey Premium") (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 December 8, 1999 (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, and FOR ratification of the selection of Ernst & Young LLP as
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 the Annual Meeting and voting in person.

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

1
<PAGE> 4

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
MATTER COMMON SHARES MuniPreferred(1)
- -----------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all shareholders X X
(Robert P. Bremner, Lawrence H. Brown, Anne E.
Impellizzeri, Peter R. Sawers and Judith M.
Stockdale nominated)
- -----------------------------------------------------------------------------------
Election of Board Members by MuniPreferred N/A X
only (William J. Schneider and Timothy R.
Schwertfeger nominated)
- -----------------------------------------------------------------------------------
Ratification of the Selection of Auditors X X
- -----------------------------------------------------------------------------------
</TABLE>

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

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, 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 for a vote of
the shareholders of the New Jersey Investment and New Jersey Premium,
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 each Fund other than the New Jersey
Investment and New Jersey Premium, abstentions and broker non-votes will have no
effect on the election of Board Members and will have the same effect 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.

2
<PAGE> 5

Those persons who were shareholders of record at the close of business on
October 12, 1999 will be entitled to one vote for each share held. As of October
12, 1999 shares of the Funds were issued and outstanding as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- ------------------------------------------------------------------------------------
<S> <C> <C>
Florida Investment 16,372,785 3,080 Series T
2,200 Series F
- ------------------------------------------------------------------------------------
Florida Quality 14,151,996 1,700 Series M
1,700 Series TH
1,280 Series F
- ------------------------------------------------------------------------------------
Insured Florida 14,290,929 1,640 Series W
2,800 Series TH
- ------------------------------------------------------------------------------------
Pennsylvania Investment 16,063,322 880 Series T
2,400 Series W
2,000 Series TH
- ------------------------------------------------------------------------------------
Pennsylvania Premium 15,747,700 844 Series M
2,080 Series TH
1,800 Series F
- ------------------------------------------------------------------------------------
New Jersey Investment 19,963,990 3,200 Series M
2,000 Series TH
1,280 Series F
- ------------------------------------------------------------------------------------
New Jersey Premium 12,005,990 624 Series T
1,440 Series W
1,600 Series TH
- ------------------------------------------------------------------------------------
</TABLE>

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about November 5, 1999.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting, seven (7) 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.

For New Jersey Investment and New Jersey Premium, 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 Board Members of that Fund. The
affirmative vote of a plurality of the shares present and entitled to vote at
the Annual Meeting of each Fund (except New Jersey Investment and New Jersey
Premium) will be required to elect 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 for election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.

3
<PAGE> 6

The table below shows each nominee's birthdate, 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 which each nominee beneficially owned as of
September 30, 1999, as more fully described in footnote (2) to the following
table. All of the nominees were last elected to the Board at the 1998 annual
meeting of shareholders.

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

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

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

Anne E. Impellizzeri, 1/26/33 1994--All Funds 0 4,955
Board Member of the Funds; Executive
Director (since 1998) of Manitoga Center
for Russel Wright's design/home and
landscape), formerly President and Chief
Executive Officer of Blanton-Peale
Institute (a training and counseling
organization).

Peter R. Sawers, 4/3/33 1991-- Florida Investment 0 14,161
Board Member of the Funds; Adjunct Florida Quality
Professor of Business and Economics, Pennsylvania
University of Dubuque, Iowa; Adjunct Investment
Professor, Lake Forest Graduate School of New Jersey Investment
Management, Lake Forest, Illinois; 1992-- Insured Florida
Chartered Financial Analyst; Certified New Jersey Premium
Management Consultant. 1993-- Pennsylvania Premium

William J. Schneider, 9/24/44(3) 1997-- All Funds 0 41,274
Board Member of the Funds; Senior partner
and Chief Operating Officer,
Miller-Valentine Partners; Vice President,
Miller-Valentine Group (commercial real
estate); Member, Community Advisory Board,
National City Bank, Dayton, Ohio.
</TABLE>

4
<PAGE> 7
BOARD NOMINEES CONTINUED
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 30, 1999
------------------
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR THE ALL NUVEEN
NOMINEES AS OF SEPTEMBER 30, 1999(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Timothy R. Schwertfeger, 3/28/49(3) 1994--All Funds 0 231,579
Chairman of the Board (since July 1996) and
President (since July 1999) of the Funds;
Chairman (since May 1999), Trustee and
President (since July 1996) of the Funds
advised by Nuveen Institutional Advisory
Corp.; Chairman (since July 1996) and
Director, previously Executive Vice
President, of The John Nuveen Company, John
Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory
Corp.; Director (since 1996) of
Institutional Capital Corporation; Chairman
and Director (since January 1997) of Nuveen
Asset Management Inc.; Chairman and
Director of Rittenhouse Financial Services,
Inc. (since 1999); Chief Executive Officer
and Director of Nuveen Senior Loan Asset
Management Inc. (since September 1999).

Judith M. Stockdale, 12/29/47 1997--All Funds 0 706
Board Member of the Funds; Executive
Director (since 1994) of the Gaylord and
Dorothy Donnelley Foundation, a private
family foundation; prior thereto, Executive
Director (from 1990 to 1994) of the Great
Lakes Protection Fund.
- ----------------------------------------------------------------------------------------------
</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 September 30, 1999, the Board Members and nominees were board members
of 37 Nuveen open-end funds and 54 closed-end funds managed by Nuveen Advisory
Corp. ("NAC Funds"). In addition, Mr. Schwertfeger is a board member of six
open-end and five closed-end funds managed by Nuveen Institutional Advisory
Corp. ("NIAC Funds").

(2) The number of shares shown reflects the aggregate number of common shares
beneficially owned in all of the NAC and NIAC funds referred to in note (1)
above (excluding money market funds). Includes share equivalents of certain
Nuveen funds in which the Board Member is deemed to be invested pursuant to the
Funds' Deferred Compensation Plan as more fully described below. Includes for
Mr. Schwertfeger shares held in Nuveen's 401(k)/profit sharing plan. Certain
Shares may be held in the name of, or jointly with, a director's spouse or a
director may have disclaimed beneficial ownership of certain Shares.

(3) Messrs. Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all 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
$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 $1,000 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

5
<PAGE> 8

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 or the dividend
committee. 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. Under the 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 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 during the calendar year 1998.

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED
FOR BOARD
AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS(2)
-------------------------------------------------------------------------------------------------------------
FLORIDA FLORIDA INSURED PENNSYLVANIA PENNSYLVANIA NEW JERSEY NEW JERSEY
NAME OF BOARD MEMBER INVESTMENT(1) QUALITY(1) FLORIDA(1) INVESTMENT(1) PREMIUM(1) INVESTMENT(1) PREMIUM(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Bremner $532 $482 $488 $538 $516 $653 $403 $71,500
Lawrence H. Brown 580 526 532 586 562 713 440 79,100
Anne E. Impellizzeri 532 482 488 538 516 653 403 71,500
Peter R. Sawers 533 483 490 539 517 656 405 72,000
William J. Schneider 532 482 488 538 516 653 403 71,500
Judith M. Stockdale 532 482 488 538 516 653 403 72,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes deferred fees. Pursuant to a deferred compensation agreement with
each 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
--------------------------------------------------------------------------------------
NAME OF BOARD FLORIDA FLORIDA INSURED PENNSYLVANIA PENNSYLVANIA NEW JERSEY NEW JERSEY
MEMBER INVESTMENT QUALITY FLORIDA INVESTMENT PREMIUM INVESTMENT PREMIUM
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Mr. Bremner $ 38 $ 34 $ 34 $ 39 $ 36 $ 47 $ 29
Ms. Impellizzeri 251 227 229 258 243 315 190
Mr. Sawers 252 229 231 260 244 317 192
Mr. Schneider 251 227 229 258 243 315 190
Ms. Stockdale 63 57 57 64 61 79 48
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Includes compensation for service on the boards of the NAC Funds for the
calendar year ended December 31, 1998.

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

6
<PAGE> 9

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 administrative or
ministerial nature. The executive committee of Pennsylvania Investment and New
Jersey Investment held two meetings during its last fiscal year. Each other Fund
held one executive committee meeting during its last fiscal year.

Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the
dividend committee for each Fund. The dividend 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 dividend committee of each Fund held thirteen meetings during its last
fiscal year.

Each Fund's Board has an audit committee composed of Robert P. Bremner, Lawrence
H. Brown, Anne E. Impellizzeri, Peter R. Sawers, William J. Schneider and Judith
M. Stockdale, Board Members who are not "interested persons" of the Fund. 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 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 committee composed of the Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The nominating
committee of each Fund held one meeting during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.

The Board of each Fund held six 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 following table sets forth information as of September 30, 1999 with respect
to each executive officer of the Funds, other than Mr. Schwertfeger who is a
Board Member and 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 2000.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alan G. Berkshire 12/28/60 Vice President and Senior Vice President (since May
Assistant Secretary 1999), General Counsel (since
(since 1998) September 1997) and Secretary
(since May 1998) of The John Nuveen
Company and John Nuveen & Co.
Incorporated; Senior Vice President
(since May 1999), and Secretary
(since May 1998) of Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.; Senior Vice
President and Secretary (since
September 1999) of Nuveen Senior
Loan Asset Management Inc.; prior
thereto, Partner in the law firm of
Kirkland & Ellis.
</TABLE>

7
<PAGE> 10

Michael S. Davern 6/26/57 Vice President Vice President of Nuveen Advisory
(since 1998) Corp. (since January 1997); prior
thereto, Vice President and
Portfolio Manager of Flagship
Financial Inc. (from September 1991
to January 1997).

Lorna C. Ferguson 10/24/45 Vice President Vice President of John Nuveen & Co.
(since 1998) Incorporated; Vice President of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp. (since
January 1998).

William M. Fitzgerald 3/2/64 Vice President Vice President of Nuveen Advisory
(since 1996) Corp. (since December 1995); prior
thereto, Assistant Vice President
of Nuveen Advisory Corp. (from
September 1992 to December 1995);
Chartered Financial Analyst.

Stephen D. Foy 5/31/54 Vice President and Vice President of John Nuveen & Co.
Controller (since Incorporated and (since May 1998)
1998) The John Nuveen Company; Certified
Public Accountant.

J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen Advisory
(since 1991) Corp; Chartered Financial Analyst.

Richard A. Huber 3/26/63 Vice President Vice President of Nuveen
(since 1998) Institutional Advisory Corp. (since
March 1998) and Nuveen Advisory
Corp. (since January 1997); prior
thereto, Vice President and
Portfolio Manager of Flagship
Financial Inc.

Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen Advisory
(since 1990) Corp.

Larry W. Martin 7/27/51 Vice President Vice President, Assistant Secretary
(since 1993) and and Assistant General Counsel of
Assistant Secretary John Nuveen & Co. Incorporated;
(since 1988) Vice President and Assistant
Secretary of Nuveen Advisory Corp.,
Nuveen Institutional Advisory
Corp., Nuveen Asset Management Inc.
(since January 1997) and Nuveen
Senior Loan Asset Management Inc.
(since September 1999); Assistant
Secretary of The John Nuveen
Company.
</TABLE>

8
<PAGE> 11

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
POSITIONS BUSINESS EXPERIENCE
NAME BIRTHDATE WITH FUNDS AND PRINCIPAL OCCUPATION
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen Advisory
(since 1996) Corp. and Nuveen Institutional
Advisory Corp. (since September
1996); prior thereto, Assistant
Vice President of Nuveen Advisory
Corp. (from December 1993 to
September 1996) and Nuveen
Institutional Advisory Corp. (from
May 1995 to September 1996);
Chartered Financial Analyst.

Stephen S. Peterson 9/20/57 Vice President Vice President (since September
(since 1997) 1997); Assistant Vice President
(from September 1996 to September
1997) and, prior thereto, Portfolio
Manager, of Nuveen Advisory Corp.;
Chartered Financial Analyst.

Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen Advisory
(since 1987) Corp. and Nuveen Institutional
Advisory Corp.; Chartered Financial
Analyst.

Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant Secretary
(since 1993) and and Associate General Counsel of
Secretary (since John Nuveen & Co. Incorporated;
1998) Vice President and Assistant
Secretary of Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.; Vice President and Assistant
Secretary of Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company; Chartered Financial
Analyst.
- ---------------------------------------------------------------------------------------------
</TABLE>

On September 30, 1999 Board Members and executive officers of the Funds as a
group beneficially owned 389,174 common shares of all funds managed by the
Adviser or Nuveen Institutional Advisory Corp. (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). Board Members and executive officers
of the Funds as a group did not beneficially own any Common Shares of any Fund
or any shares of MuniPreferred of any Fund. As of October 12, 1999, no
shareholder owned more than 5% of any class of shares of any Fund.

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 for each Fund for its
current fiscal year ending June 30, 2000. 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

9
<PAGE> 12

will be available to respond to any appropriate questions raised at the Annual
Meetings and to make a statement if he or she wishes.

EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.

SECTION 16(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 (the "1934 Act"), as
amended, require each Fund's Board Members and officers, 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 its last fiscal year all Section 16(a) filing
requirements applicable to that Fund's Board Members and officers, investment
adviser and affiliated persons of the investment adviser were complied with.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 78% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2000, 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 July 8, 2000. 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 September 21, 2000. 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 of each Fund, by

10
<PAGE> 13

officers or employees of John Nuveen & Co. Incorporated or Nuveen Advisory
Corp., or by dealers and their representatives.

ANNUAL REPORT DELIVERY

Annual reports for the Funds' fiscal year ended in 1999 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 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 for ten days prior to the date of that Annual Meeting.

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

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

Gifford R. Zimmerman
Vice President and Secretary

11
<PAGE> 14

NQF1299
<PAGE> 15

<S><C>

[NUVEEN LOGO]

33 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 NJ PREMIUM INCOME MUNICIPAL FUND INC
ANNUAL MEETING OF SHAREHOLDERS

COMMON STOCK

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
DECEMBER 8, 1999

The annual meeting of shareholders will be held
Wednesday, December 8, 1999, at 10:00 a.m. Central
Time, in the 31st Floor Conference Room of John
Nuveen & Co. Incorporated, 333 West Wacker Drive,
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, Alan G. Berkshire,
Larry W. Martin 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 December 8, 1999, 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.

NJ PREMIUM INCOME MUNICIPAL FUND INC
Common Stock
For Withhold For All To withhold authority to vote, mark "For All
Vote On Proposals 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

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]

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

</TABLE>
<PAGE> 16

[NUVEEN LOGO] NJ PREMIUM INCOME MUNI FD INC-SERIES T
ANNUAL MEETING OF SHAREHOLDERS
33 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
DECEMBER 8, 1999

The annual meeting of shareholders will be held Wednesday,
December 8, 1999, at 10:00 a.m. Central Time, in the 31st
Floor Conference Room of John Nuveen & Co. Incorporated, 333
West Wacker Drive, 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, Alan G. Berkshire, Larry W. Martin 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 December 8, 1999, 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.

NJ PREMIUM INCOME MUNI FD INC-SERIES T
Preferred Stock
For Withhold For All To withhold authority to vote, mark "For All
Vote On Proposals All All Except Except" and write the nominee's number on
the line below.
1. ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) William J. Schneider --------------------------------------------
02) Timothy R. Schwertfeger
03) Robert P. Bremner
04) Lawrence H. Brown
05) Anne E. Impellizzeri
06) Peter R. Sawers
07) Judith M. Stockdale

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE For Against Abstain
CURRENT FISCAL YEAR
[ ] [ ] [ ]

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

</TABLE>

<PAGE> 17

[NUVEEN LOGO] NJ PREMIUM INCOME MUNI FD INC-SERIES W
ANNUAL MEETING OF SHAREHOLDERS

33 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
DECEMBER 8, 1999

The annual meeting of shareholders will be held Wednesday,
December 8, 1999, at 10:00 a.m. Central Time, in the 31st
Floor Conference Room of John Nuveen & Co. Incorporated, 333
West Wacker Drive, 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, Alan G. Berkshire, Larry W. Martin 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 December 8, 1999, 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.

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