NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2, DEF 14A, 2000-06-13

NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2
DEF 14A, 2000-06-13

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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 INSURED PREMIUM INCOME MUNICIPAL FUND 2
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

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

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

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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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
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[ ] 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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<PAGE> 2

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 26, 2000 60606
(800) 257-8787
</TABLE>

NUVEEN MUNICIPAL VALUE FUND, INC.
NUVEEN MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN MUNICIPAL ADVANTAGE FUND, INC.
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC.
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC.
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2
NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND
NUVEEN SELECT MATURITIES MUNICIPAL FUND

JUNE 14, 2000

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Municipal Value Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund,
Inc. ("Municipal Income"), Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc.,
Nuveen Municipal Market Opportunity Fund, Inc., Nuveen Investment Quality
Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc., Nuveen Select
Quality Municipal Fund, Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen
Insured Municipal Opportunity Fund, Inc., Nuveen Premier Municipal Income Fund,
Inc., Nuveen Premier Insured Municipal Income Fund, Inc., Nuveen Premium Income
Municipal Fund 2, Inc., and Nuveen Premium Income Municipal Fund 4, Inc., each a
Minnesota corporation and Nuveen Insured Premium Income Municipal Fund 2, Nuveen
Dividend Advantage Municipal Fund and Nuveen Select Maturities Municipal Fund
("Select Maturities"), each a Massachusetts business trust (individually, a
"Fund" and, collectively, the "Funds"), will be held in the Sixth Floor
auditorium of The Northern Trust Company, 50 South LaSalle Street, Chicago,
Illinois, on Wednesday, July 26, 2000, at 10:30 a.m., Chicago time, for the
following purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:

1. To elect Members to the Board of each Fund as outlined below:

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

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

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

b. For Municipal Value and Municipal Income, to elect three (3) Board
Members for a three year term or until their successors shall have been
duly elected and qualified.

c. For Select Maturities, to elect seven (7) Board Members to serve
until the next Annual Meeting and until their successors shall have been
duly elected and qualified.
<PAGE> 3

2. To ratify the selection of Ernst & Young LLP as independent auditors for each
Fund for the current fiscal year.

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 May 30, 2000 are
entitled to notice of and to vote at that Fund's Annual Meeting.

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

Gifford R. Zimmerman
Vice President and Secretary
<PAGE> 4

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

June 14, 2000

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each Director or Trustee a "Board Member") of each of Nuveen Municipal Value
Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund, Inc. ("Municipal
Income"), Nuveen Premium Income Municipal Fund, Inc. ("Premium Income"), Nuveen
Performance Plus Municipal Fund, Inc. ("Performance Plus"), Nuveen Municipal
Advantage Fund, Inc. ("Municipal Advantage"), Nuveen Municipal Market
Opportunity Fund, Inc. ("Municipal Market Opportunity"), Nuveen Investment
Quality Municipal Fund, Inc. ("Investment Quality"), Nuveen Insured Quality
Municipal Fund, Inc. ("Insured Quality"), Nuveen Select Quality Municipal Fund,
Inc. ("Select Quality"), Nuveen Quality Income Municipal Fund, Inc. ("Quality
Income"), Nuveen Insured Municipal Opportunity Fund, Inc. ("Insured Municipal
Opportunity"), Nuveen Premier Municipal Income Fund, Inc. ("Premier Municipal"),
Nuveen Premier Insured Municipal Income Fund, Inc. ("Premier Insured"), Nuveen
Premium Income Municipal Fund 2, Inc. ("Premium Income 2"), Nuveen Premium
Income Municipal Fund 4, Inc. ("Premium Income 4"), Nuveen Insured Premium
Income Municipal Fund 2 ("Insured Premium Income 2"), Nuveen Dividend Advantage
Municipal Fund ("Dividend Advantage") and Nuveen Select Maturities Municipal
Fund ("Select Maturities") (individually, a "Fund" and, collectively, the
"Funds"), of proxies to be voted at the Annual Meeting of Shareholders of each
Fund to be held on July 26, 2000 (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.
<PAGE> 5

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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
COMMON MUNI -
MATTER SHARES PREFERRED(1)
----------------------------------------------------------------------------------
<C> <S> <C> <C>
1a(i). Election of Board Members by all shareholders (except X X
Municipal Value, Municipal Income, and Select Maturities)
(Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri,
Peter R. Sawers and Judith M. Stockdale nominated)
a(ii). Election of Board Members by MuniPreferred only (except N/A X
Municipal Value, Municipal Income and Select Maturities)
(William J. Schneider and Timothy R. Schwertfeger nominated)
b. Election of Board Members for Municipal Value and Municipal X N/A
Income by all common shareholders (Robert P. Bremner,
William J. Schneider and Judith M. Stockdale nominated)
c. Election of Board Members for Select Maturities by all X N/A
shareholders (Robert P. Bremner, Lawrence H. Brown, Anne E.
Impellizzeri, Peter R. Sawers, William J. Schneider, Timothy
R. Schwertfeger and Judith M. Stockdale nominated)
2. Ratification of the Selection of Independent Auditors X X
----------------------------------------------------------------------------------
</TABLE>

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

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred of each Fund (except
Municipal Income, Municipal Value and Select Maturities), 33 1/3% of the
MuniPreferred shares entitled to vote and represented in person or by proxy will
constitute a quorum. 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 each Fund (except Insured Premium Income 2, Dividend
Advantage and Select Maturities), 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 Income 2, Dividend Advantage and Select Maturities,
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.

Those persons who were shareholders of record at the close of business on May
30, 2000 will be entitled to one vote for each share held. As of May 30, 2000,
shares of the Funds were issued and outstanding as follows:

Municipal Income (NMI) 7,985,334 N/A

Premium Income (NPI) 63,785,430 3,800 Series M
2,000 Series M2
3,800 Series T
3,800 Series W
3,800 Series TH
3,800 Series F

Performance Plus (NPP) 59,914,374 4,000 Series M
4,000 Series T
4,000 Series W
1,760 Series TH
4,000 Series F

Municipal (NMA) 42,980,333 3,000 Series M
Advantage 3,000 Series T
3,000 Series W
2,320 Series TH
3,000 Series F
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Municipal Market (NMO) 45,540,872 4,000 Series M
Opportunity 4,000 Series T
3,200 Series W
4,000 Series F

Investment Quality (NQM) 35,746,959 2,500 Series M
2,500 Series T
2,500 Series W
2,040 Series TH
2,500 Series F

Insured Quality (NQI) 37,843,167 2,600 Series M
2,600 Series T
2,600 Series W
2,320 Series TH
2,600 Series F

Select Quality (NQS) 33,887,476 2,000 Series M
2,000 Series T
2,800 Series W
1,560 Series TH
2,800 Series F
</TABLE>

2
<PAGE> 6

<TABLE>
<CAPTION>
---------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Quality Income (NQU) 54,204,486 3,000 Series M
3,000 Series T
3,000 Series W
2,080 Series W2
4,000 Series TH
3,000 Series F

Insured Municipal (NIO) 81,061,423 4,000 Series M
Opportunity 4,000 Series T
4,000 Series W
3,200 Series W2
4,000 Series TH1
4,000 Series TH2
4,000 Series F

Premier Municipal (NPF) 20,051,950 1,000 Series M
2,800 Series T
2,800 Series TH

Premier Insured (NIF) 19,274,161 840 Series W
2,800 Series TH
2,800 Series F

Premium Income 2 (NPM) 41,093,661 2,000 Series M
3,000 Series T
2,000 Series W
3,000 Series TH
2,000 Series F
1,880 Series F2
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Premium Income 4 (NPT) 43,236,509 2,200 Series M
2,000 Series T
1,328 Series T2
1,680 Series W
520 Series W2
2,680 Series TH
1,800 Series F
1,328 Series F2

Insured Premium (NPX) 37,253,961 2,080 Series M
Income 2 2,200 Series T
2,080 Series W
2,200 Series TH
2,196 Series F

Dividend (NAD) 39,125,791 4,000 Series M
Advantage 4,000 Series T
3,800 Series TH

Select Maturities (NIM) 12,380,786 N/A
</TABLE>

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

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about June 14, 2000.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except Municipal Value and Municipal Income),
seven (7) Board Members are to be elected to serve until the next Annual Meeting
or until their successors shall have been duly elected and qualified. Under the
terms of each Fund's organizational documents (except Municipal Value, Municipal
Income and Select Maturities) under normal circumstances holders of
MuniPreferred are entitled to elect two (2) Board Members, and the remaining
Board Members are to be elected by holders of Common Shares and MuniPreferred,
voting together as a single class. Pursuant to the organizational documents of
Municipal Value and Municipal Income, the Board is divided into three classes,
with each class being elected to serve a term of three years. For each of
Municipal Value and Municipal Income, three (3) Board Members are to be elected
at their annual meeting to serve for a three-year term.

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

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

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

B. FOR MUNICIPAL VALUE AND MUNICIPAL INCOME. The Boards of Municipal Value and
Municipal Income have designated Messrs. Bremner and Schneider and Ms.
Stockdale as Class III and Class II Board Members, respectively, and as
nominees for Board Members for a term expiring at the Annual Meeting of
Shareholders in 2003, and until their successors have been duly elected and
qualified. The remaining Board Members, Messrs. Brown, Sawers and
Schwertfeger and Ms. Impellizzeri are current and continuing Board Members.
The terms of Lawrence H. Brown, Peter R. Sawers and Timothy R. Schwertfeger
as Class I and Class III Board Members, of Municipal Value and Municipal
Income, respectively, expire in 2001. The term of Ms. Impellizzeri as a Class
II and Class I Board Member of Municipal Value and Municipal Income,
respectively, expires in 2002.

C. FOR SELECT MATURITIES. Messrs. Bremner, Brown, Sawers, Schneider and
Schwertfeger and Mses. Impellizzeri and Stockdale are to be elected by all
shareholders.

3
<PAGE> 7

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

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

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 (excluding money market funds) which each nominee
beneficially owned as of April 28, 2000. All of the nominees were last elected
to the Board at the 1999 annual meeting of shareholders except for Municipal
Value and Municipal Income which only elected Class II and Class I Board
Members, respectively. Currently there is a vacancy on the Board. No candidate
has been selected to fill this vacancy.

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

Lawrence H. Brown, 7/29/34 (5) 1993--All Funds 815 Insured Municipal Opportunity 8,406
Board Member of the Funds; retired in August except 881 Quality Income
1989 as Senior Vice President of The Northern 1999 -- Dividend 1,112 Select Maturities
Trust Company (banking and trust industry). Advantage 1,000 Dividend Advantage

Anne E. Impellizzeri, 1/26/33 (6) 1994--All Funds 1,000 Insured Municipal Opportunity 6,049
Board Member of the Funds; Executive Director except
(since 1998) of Manitoga Center for Russel 1999 -- Dividend
Wright's design/home and landscape, formerly Advantage
President and Chief Executive Officer of
Blanton-Peale Institute (a training and
counseling organization).

Peter R. Sawers, 4/3/33 (5) 1991--All Funds 2,364 Municipal Income 16,758
Board Member of the Funds; Adjunct Professor of except 1,635 Municipal Advantage
Business and Economics, University of Dubuque, 1992--Premium 1,628 Insured Quality
Iowa; Adjunct Professor, Lake Forest Graduate Income 2 and 2,156 Select Maturities
School of Management, Lake Forest, Illinois; Select Maturities
Chartered Financial Analyst; Certified 1993--Insured
Management Consultant. Premium Income 2
1999--Dividend
Advantage

William J. Schneider, 9/24/44 (4)(7) 1997--All Funds 41,270
Board Member of the Funds; Senior Partner and except
Chief Operating Officer, Miller-Valentine 1999 -- Dividend
Partners; Vice President, Miller-Valentine Group Advantage
(commercial real estate); Member Community
Advisory Board, National City Bank, Dayton,
Ohio.
</TABLE>

4
<PAGE> 8

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED ON
APRIL 28, 2000
---------------------------------------------
NAME, BIRTHDATE AND PRINCIPAL YEAR FIRST ELECTED ALL
OCCUPATION OF NOMINEES AS OF OR APPOINTED NUVEEN
APRIL 28, 2000(1) A BOARD MEMBER THE FUNDS(2) FUNDS(3)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Timothy R. Schwertfeger, 3/28/49 (5)(7) 1994--All Funds 17,410 Municipal Value 288,939
Chairman of the Board of the Funds (since July except 12,875 Premium Income
1996), and President (since July 1999) of the 1999--Dividend 5,000 Performance Plus
Funds; Chairman (since May 1999), Trustee and Advantage 5,000 Select Quality
President (since July 1996) of the Funds advised 5,000 Municipal Advantage
by Nuveen Institutional Advisory Corp.; 5,000 Insured Municipal Opportunity
Chairman, Trustee and President (since September
1999) of the Funds advised by Nuveen Senior Loan
Asset Management Inc.; Chairman (since July
1996), 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 (4) 1997--All Funds 300 Premier Municipal 940
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 April 28, 2000, 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"). In addition, Mr. Schwertfeger is a board member of eight
open-end and five closed-end funds managed by Nuveen Institutional Advisory
Corp. ("NIAC") and two funds managed by Nuveen Senior Loan Asset Management
Inc. ("NSLAM").

(2) These persons have sole voting power and sole investment power, except that
Mr. Schwertfeger and Ms. Stockdale's shares are held jointly with their
respective spouses. Mr. Brown's shares are held in a revocable trust.

(3) The number shown reflects the aggregate number of common shares beneficially
owned in all of the NAC, NIAC and NSLAM managed 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 ("Deferred Units"), as
more fully described below. Also includes shares held by Mr. Schwertfeger in
Nuveen's 401(k)/profit sharing plan. 5,440 shares listed for Mr. Bremner are
owned by his spouse. Mr. Bremner disclaims beneficial ownership of these
shares. 1,057 shares listed for Mr. Sawers are owned by his spouse; Mr.
Sawers has shared investment power.

(4) Messrs. Bremner and Schneider and Ms. Stockdale are currently Class III and
Class II Board Members of Municipal Value and Municipal Income,
respectively, whose current term expires at the Annual Meetings, and have
been nominated for a new term to expire in 2003.

(5) Messrs. Brown, Sawers and Schwertfeger are continuing Class I and Class III
Board Members of Municipal Value and Municipal Income, respectively, where
term will expire in 2001.

(6) Ms. Impellizzeri is a continuing Class II and Class I Board Member of
Municipal Value and Municipal Income, respectively, whose term will expire
in 2002.

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

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 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
("Deferred Compensation Plan"). Under the Deferred Compensation Plan,
Independent Board Members of the Participating Funds may defer receipt of all,
or a portion, of the compensation they earn for their services to the
Participating Funds, in lieu of receiving current payments of such compensation.
Any deferred amount is treated as though an equivalent dollar amount had been
invested in shares of one or more eligible Nuveen funds. Each Independent Board
Member, other than Mr. Brown, has elected to defer at least a portion of their
fees. Each of the Funds except Select Maturities, Municipal Income and Dividend
Advantage are Participating Funds under the Deferred Compensation Plan.

5
<PAGE> 9

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid (including deferred fees) for
service on the boards of the NAC Funds for the calendar year ended 1999.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
-----------------------------------------------------------------------------------------------------
MUNICIPAL
NAME OF BOARD MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET
MEMBER VALUE(1) INCOME INCOME(1) PLUS(1) ADVANTAGE(1) OPPORTUNITY(1)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Bremner 2,821 136 1,758 1,863 1,417 1,496
Lawrence H. Brown 3,038 147 1,905 2,021 1,537 1,622
Anne E. Impellizzeri 2,821 136 1,758 1,863 1,417 1,496
Peter R. Sawers 2,831 137 1,920 1,869 1,531 1,617
William J. Schneider 2,821 136 1,758 1,863 1,417 1,496
Judith M. Stockdale 2,821 136 1,758 1,863 1,417 1,496

<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
--------------------- ------------------------------------------------

NAME OF BOARD INVESTMENT INSURED SELECT QUALITY
MEMBER QUALITY(1) QUALITY(1) QUALITY(1) INCOME(1)
--------------------- ------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Bremner 1,188 1,249 1,115 1,809
Lawrence H. Brown 1,289 1,354 1,210 1,962
Anne E. Impellizzeri 1,188 1,249 1,115 1,809
Peter R. Sawers 1,284 1,350 1,205 1,954
William J. Schneider 1,188 1,249 1,115 1,809
Judith M. Stockdale 1,188 1,249 1,115 1,809
</TABLE>
<TABLE>
<CAPTION>

AGGREGATE COMPENSATION FROM THE FUNDS
--------------------------------------------------------
INSURED
MUNICIPAL PREMIER PREMIER PREMIUM
NAME OF BOARD MEMBER OPPORTUNITY(1) MUNICIPAL(1) INSURED(1) INCOME 2(1)
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Bremner 2,722 660 648 1,391
Lawrence H. Brown 2,953 716 703 1,508
Anne E. Impellizzeri 2,722 660 648 1,391
Peter R. Sawers 2,732 662 700 1,503
William J. Schneider 2,722 660 648 1,391
Judith M. Stockdale 2,722 660 648 1,391
-------------------------------------------------------------------------------

<CAPTION>
TOTAL COMPENSATION
NUVEEN FUNDS
PAID TO BOARD
AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS
------------------------------------------------------
INSURED
PREMIUM PREMIUM DIVIDEND SELECT
NAME OF BOARD MEMBER INCOME 4(1) INCOME 2(1) ADVANTAGE MATURITIES
--------------------- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert P. Bremner 1,330 1,117 488 191 72,500
Lawrence H. Brown 1,692 1,212 610 203 79,750
Anne E. Impellizzeri 1,330 1,117 489 191 72,500
Peter R. Sawers 1,434 1,121 631 191 74,750
William J. Schneider 1,330 1,117 488 191 72,500
Judith M. Stockdale 1,330 1,117 488 191 72,500
---------------------
</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
---------------------------------------------------------------------------------------------------------------------
MUNICIPAL
NAME OF BOARD MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET INVESTMENT INSURED
MEMBER VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY QUALITY QUALITY
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Bremner 306 -- 178 202 156 165 130 137
Lawrence H. Brown -- -- -- -- -- -- -- --
Anne E.
Impellizzeri 2,042 -- 1,187 1,349 1,038 1,099 870 915
Peter R. Sawers 2,052 -- 1,349 1,356 1,152 1,221 966 1,016
William J.
Schneider 2,042 -- 1,187 1,349 1,038 1,099 870 915
Judith M. Stockdale 510 -- 297 337 259 275 217 229

<CAPTION>
DEFERRED FEES
-------------------

SELECT QUALITY
QUALITY INCOME
-------------------
<S> <C> <C>
122 198
-- --
816 1,322
906 1,467
816 1,322
204 331
</TABLE>
<TABLE>
<CAPTION>
DEFERRED FEES
--------------------------------------------------------------------------------------------------------
INSURED INSURED
MUNICIPAL PREMIER PREMIER PREMIUM PREMIUM PREMIUM
NAME OF BOARD MEMBER OPPORTUNITY MUNICIPAL INSURED INCOME 2 INCOME 4 INCOME 2
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert P. Bremner 298 73 71 153 146 121
Lawrence H. Brown -- -- -- -- -- --
Anne E. Impellizzeri 1,989 483 473 1,018 971 808
Peter R. Sawers 1,998 486 525 1,130 1,075 813
William J. Schneider 1,989 483 473 1,018 971 808
Judith M. Stockdale 497 121 118 255 243 202
--------------------------------------------------------------------------------------------------------

<CAPTION>
DEFERRED FEES
-----------------------

DIVIDEND SELECT
ADVANTAGE MATURITIES
-----------------------
<S> <C> <C>
-- --
-- --
-- --
-- --
-- --
-- --
-----------------------
</TABLE>

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) or (ii) matters of administrative or ministerial nature.
The executive committee of each Fund held 13 meetings (none for Select
Maturities) 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 16 meetings (14 for Select Maturities)
during its last fiscal year.

6
<PAGE> 10

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 one meeting
(none for Select Maturities) 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 no meetings 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 (except Select Maturities) held three regular quarterly
meetings and one special meeting during its last fiscal year. The Board of
Select Maturities, held four regular quarterly 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 April 28, 2000 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. The Board will consider the election of
officers at the Board meeting to be held after the Funds' Annual Meeting, to
serve until July 2001 and as set forth in each Fund's by-laws.

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

Peter H. D'Arrigo 11/28/67 Vice President and Treasurer (since Vice President of John Nuveen & Co.
1999) Incorporated (since January 1999), prior
thereto, Assistant Vice President (from
January 1997); formerly Associate of John
Nuveen & Co. Incorporated; Vice President
and Treasurer of Nuveen Senior Loan Asset
Management Inc. (since September 1999);
Chartered Financial Analyst.

Michael S. Davern 6/26/57 Vice President (since 1997) Vice President of Nuveen Advisory 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 (since 1998) Vice President of John Nuveen & Co.
Incorporated; Vice President of Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp. (since January 1998).

William M. Fitzgerald 3/2/64 Vice President (since 1996) Vice President of Nuveen Advisory 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 Controller (since Vice President of John Nuveen & Co.
1998) Incorporated and (since May 1998) The John
Nuveen Company; Certified Public Accountant.

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

7
<PAGE> 11

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

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

Edward F. Neild, IV 7/7/65 Vice President (since 1996) Vice President of Nuveen Advisory 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 (since 1997) Vice President (since September 1997);
Assistant Vice President (from September
1996 to September 1997) and Portfolio
Manager prior thereto, of Nuveen Advisory
Corp.; Chartered Financial Analyst.

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

Gifford R. Zimmerman 9/9/56 Vice President (since 1993) and Vice President, Assistant Secretary and
Secretary (since 1998) Associate General Counsel of John Nuveen &
Co. Incorporated; Vice President, General
Counsel 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 April 28, 2000, Board Members and executive officers of the Funds as a group
beneficially owned 472,790 common shares of all funds managed by the Adviser,
Nuveen Institutional Advisory Corp. or Nuveen Senior Loan Asset Management Inc.
(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). As of
April 28, 2000, the Board Members and executive officers of the Funds as a group
owned less than 1% of the outstanding common shares of each Fund. As of May 30,
2000, the Board Members and executive officers of the Funds did not own any
MuniPreferred. As of May 30, 2000, 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. 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.

8
<PAGE> 12

SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934 as amended, (the "1934
Act"), require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than 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 2001, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than February 14, 2001. 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 April 30, 2001. 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 officers or employees of
John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and their
representatives.

FISCAL YEAR

The last fiscal year for each Fund except Select Maturities was October 31, 1999
and for Select Maturities was May 31, 2000.

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/or semi-annual report as available upon request. Such written
or oral requests should be directed to such fund at 333 West Wacker Drive,
Chicago, Illinois 60606 or by calling 1-800-257-8787.

GENERAL

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

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

9
<PAGE> 13

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

10
<PAGE> 14

[NUVEEN INVESTMENTS LOGO]

John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com

NUV700
<PAGE> 15
Nuveen Insured Premium Income Municipal Fund 2

NUVEEN ANNUAL MEETING OF SHAREHOLDERS

JOHN NUVEEN & CO., INC. COMMON SHARES
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
July 26, 2000

The annual meeting of shareholders will be
held July 26, 2000, at 10:30 a.m. Central
Time, in the sixth floor auditorium of the
Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois. At this meeting, you will be
asked to vote on the proposals described in the
proxy statement attached. The undersigned hereby
appoints Timothy R. Schwertfeger, Alan G. Berkshire
and Gifford R. Zimmerman, and each of them, with
full power of substitution, proxies for the
undersigned to represent and vote the shares of the
undersigned at the annual meeting of shareholders
to be held on July 26, 2000, 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.

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

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Common Shares

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

2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT For Against Abstain
AUDITORS FOR THE 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 Insured Premium Income Municipal Fund 2

NUVEEN ANNUAL MEETING OF SHAREHOLDERS

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES

JOHN NUVEEN & CO., INC.
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
July 26, 2000

<TABLE>
<S><C>
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.

Preferred Shares

Vote on Proposals For Withhold For All To withhold authority to vote, mark "For All
All All Except Except" and write the nominee's number on the
line below.
1. ELECTION OF NOMINEES TO THE [ ] [ ] [ ] _____________________________________________
BOARD
01) 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 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.

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

---------------------------------- -------- ---------------------------------- ---------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>