<PAGE>
As filed with the Securities and Exchange Commission on April 30, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
[_]
File No. 2-70520
Pre-Effective Amendment No. [_]
--
[X]^
Post-Effective Amendment No. 18
--
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
[_]
File No. 811-3134
[X]^
Amendment No. 18
--
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (312) 917-7700
Gifford R. Zimmerman, Esq.-Vice President and Assistant Secretary
333 West Wacker Drive
Chicago, Illinois 60606
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
Immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph
[_] [_] (a)(1)
on April 29, 1997 pursuant to paragraph (b)
[X] 75 days after filing pursuant to par-
[_] agraph (a)(2)
60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph
[_] (a)(2) of Rule 485.
If appropriate, check the following box:
[_]This post-effective amendment designates a new effective date for a previ-
ously filed post-effective amendment.
PURSUANT TO RULE 24F-2 OF THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT HAS
ELECTED TO REGISTER AN INDEFINITE NUMBER OF SHARES. A RULE 24F-2 NOTICE FOR THE
REGISTRANT'S FISCAL YEAR ENDED FEBRUARY 28, 1997, WAS FILED ON OR ABOUT APRIL
29, 1997.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE*
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.01
par
value......................... $1,082,811,296 $1.00 $1,082,811,296 $100.00
- ------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
*Registrant has elected to calculate its filing fee in the manner described in
Rule 24e-2 under the Investment Company Act of 1940. The total amount of secu-
rities redeemed during the previous fiscal year was $2,894,867,006. The total
amount of redeemed securities used for reduction pursuant to Rule 24e-2(a) or
Rule 24f-2(c) was $1,812,385,710. The amount of redeemed securities being used
for reduction of the registration fee in this Amendment is $1,082,481,296.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
CONTENTS
OF
POST-EFFECTIVE AMENDMENT NO. 18
TO
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FILE NO. 2-70520
AND
AMENDMENT NO. 18
TO
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
FILE NO. 811-3134
This Registration Statement comprises the following papers and contents:
The Facing Sheet
Cross-Reference Sheet
Part A--The Prospectus (including the Annual Report to
Shareholders)
Part B--The Statement of Additional Information
Part C--Other Information
Signatures
Index to Exhibits
Exhibits
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-----------------
CROSS REFERENCE SHEET
PART A--PROSPECTUS
<TABLE>
<CAPTION>
ITEM IN PART A
OF FORM
N-1A PROSPECTUS LOCATION
- -------------- -------------------
<S> <C>
1..................... Cover Page
2(a).................. Fund Expenses
(b).................. Highlights
(c).................. Highlights
3(a).................. Financial Highlights
(b).................. Not applicable
(c).................. Yield
(d).................. Not applicable
4(a).................. General Information; The Fund and Its Investment
Objective; Investment Policies
(b).................. Investment Policies
(c).................. Investment Policies
5(a).................. Management of the Fund
(b).................. Management of the Fund
(c).................. Not applicable
(d).................. General Information--Custodian, Shareholder Services Agent
and Transfer Agent; Management of the Fund
(e).................. General Information--Custodian, Shareholder Services Agent
and Transfer Agent
(f).................. Not applicable
(g).................. Not applicable
5A.................... Not applicable
6(a).................. General Information--Capital Stock
(b).................. Not applicable
(c).................. Not applicable
(d).................. Not applicable
(e).................. General Information--Investor Inquiries
(f).................. Dividends
(g).................. Taxes
(h).................. Not applicable
7(a).................. Management of the Fund
(b).................. Net Asset Value; How to Buy Fund Shares
(c).................. Not applicable
(d).................. How to Buy Fund Shares
(e).................. Not applicable
(f).................. Not applicable
8(a).................. How to Redeem Fund Shares
(b).................. How to Redeem Fund Shares
(c).................. How to Redeem Fund Shares
(d).................. How to Redeem Fund Shares
9..................... Not applicable
</TABLE>
<PAGE>
PART B--STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
ITEM IN PART B
OF FORM LOCATION IN STATEMENT
N-1A OF ADDITIONAL INFORMATION
- -------------- -------------------------
<S> <C>
10..................... Cover Page
11..................... Cover Page
12..................... Not applicable
13..................... Fundamental Policies and Investment Portfolio
14(a).................. Management
(b).................. Management
(c).................. Not applicable
15(a).................. Not applicable
(b).................. Management
(c).................. Management
16(a).................. Investment Adviser and Investment Management
Agreement; Management
(b).................. Investment Adviser and Investment Management Agreement; see
also "Management of the Fund" in the Prospectus
(c).................. Not applicable
(d).................. Not applicable
(e).................. Not applicable
(f).................. Not applicable
(g).................. Not applicable
(h).................. Independent Public Accountants and Custodian
(i).................. Not applicable
17(a).................. Portfolio Transactions
(b).................. Not applicable
(c).................. Portfolio Transactions
(d).................. Not applicable
(e).................. Not applicable
18(a).................. See "General Information--Capital Stock" and "How to Redeem
Fund Shares" in the Prospectus
(b).................. Not applicable
19(a).................. See "How to Buy Fund Shares" in the Prospectus
(b).................. Net Asset Value; Amortized Cost Valuation; Financial
Statements--Statement of Net Assets; see also "Net
Asset Value" in the Prospectus
(c).................. See "How to Redeem Fund Shares--Redemption in Kind"
in the Prospectus
20..................... Tax Matters
21(a).................. See "How to Buy Fund Shares" in the Prospectus; Principal
Underwriter and Distributor
(b).................. Not applicable
(c).................. Not applicable
22(a).................. Yield Information
(b).................. Not applicable
23..................... See Prospectus; Portfolio of Investments; Statement of Net
Assets; Statement of Operations; Statement of Changes in Net
Assets; Report of Independent Public Accountants
</TABLE>
<PAGE>
PART A--PROSPECTUS
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
333 West Wacker Drive
Chicago, Illinois 60606
<PAGE>
Nuveen
Money Market Funds
Funds
Prospectus/Annual Report
Dependable, tax-free income
to help you keep more of
what you earn.
[PHOTO OF COUPLE APPEARS HERE]
Tax-Exempt
<PAGE>
Contents
1 Dear Shareholder
3 Prospectus
5 Fund Expenses
5 Highlights
8 Financial Highlights
10 Yield
10 The Fund and its Investment Objective
10 Investment Policies
15 Management of the Fund
16 Net asset value
16 Dividends
17 Suitability
17 How to buy Fund Shares
18 Other Shareholder Programs
19 How to redeem Fund Shares
21 Taxes
23 General Information
25 Annual Report Financial Section
26 Portfolio of Investments
33 Statement of Net Assets
34 Statement of Operations
35 Statement of Changes in Net Assets
36 Notes to Financial Statements
39 Financial Highlights
42 Report of Independent Public Accountants
43 Fund Information
<PAGE>
Dear Shareholder
[PHOTO OF It is a pleasure to report to you on the performance
TIMOTHY R. SCHWERTFEGER of the Nuveen Tax-Exempt Money Market Fund for the
APPEARS HERE] year ended February 28, 1997, and to send you an
updated prospectus for the fund. Inside this report
Timothy R. Schwertfeger you will find the fund's financial information,
including the portfolio of investments, statement of
net assets, and financial highlights; located after
the prospectus.
During this 12-month period the fund continued to
achieve its goal of delivering attractive tax-free
income from a portfolio of quality short-term
municipal securities. As of the end of February,
investors were receiving a tax-free yield of 3.02%.
The Nuveen money market funds have done well in
generating tax-fee income for investors while
preserving net asset value stability so critical to
investor confidence. Your money market fund has
continued to deliver safety and liquidity, which is
especially comforting during periods of market
volatility. Money market funds remain a valuable and
convenient investment alternative.
Nuveen prides itself on providing attractive tax-free
income to more than 1.3 million shareholders. Thank
you for your continued confidence in Nuveen and our
family of investments.
Sincerely,
/s/ Timothy R. Schwertfeger
Timothy R. Schwertfeger
Chairman of the Board
April 14, 1997
1
<PAGE>
Annual Report Financial Section
<TABLE>
<CAPTION>
Contents
<C> <S>
26 Portfolio of Investments
33 Statement of Net Assets
34 Statement of Operations
35 Statement of Changes in Net Assets
36 Notes to Financial Statements
39 Financial Highlights
42 Report of Independent Public Accountants
</TABLE>
======
25
<PAGE>
<TABLE>
Portfolio of Investments
Tax--Exempt
Principal Amortized
Amount Description Ratings* Costs
- -----------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
Alabama -- 4.4%
$5,935,000 Boaz Industrial Development Board (Parker-Hannifin Corporation Aa-2 $ 5,935,000
Project), Variable Rate Demand Bonds, 3.350%, 9/01/12+
8,000,000 The Educational Building Authority of the City of Homewood, VMIG-1 8,000,000
Educational Facilities Revenue Bonds (Samford University Series 1996),
Variable Rate Demand Notes, 3.450%, 12/01/21+
4,000,000 Marshall County Special Obligation School Refunding Warrants, A-1+ 4,000,000
Series 1994, Variable Rate Demand Bonds, 3.350%, 2/01/12+
4,900,000 McIntosh Industrial Development Board, Pollution Control Revenue A-1+ 4,900,000
(Ciba-Geigy Corporation), Variable Rate Demand Bonds,
3.500%, 7/01/04+
- -----------------------------------------------------------------------------------------------------------------------
Arizona -- 8.5%
7,500,000 Apache County Industrial Development Authority VMIG-1 7,500,000
(Tucson Electric Power Co.) Series B, Variable Rate
Demand Bonds, 3.300%, 12/15/18+
9,380,000 Maricopa County, Arizona Pollution Control Corporation, A-1+ 9,380,000
Pollution Control Revenue Refunding Bonds
(Arizona Public Service Company Palo Verde Project),
1994 Series F, Variable Rate Demand Bonds, 3.450%, 5/01/29+
2,300,000 Maricopa County, Arizona Pollution Control Corporation, A-1+ 2,300,000
Pollution Control Revenue Refunding Bonds
(Arizona Public Service Company Palo Verde Project),
1994 Series B, Variable Rate Demand Bonds, 3.450%, 5/01/29+
3,500,000 Arizona School District Tax Anticipation Note Financing Program, SP-1+ 3,511,470
Tempe Elementary School District No. 3 of Maricopa County, Arizona,
Series 1996C, 4.350%, 7/30/97
5,000,000 Arizona School District Tax Anticipation Note Financing Program, SP-1+ 5,016,385
Peoria Unified School District No. 11 of Maricopa County, Arizona,
Series 1996C, 4.350%, 7/30/97
10,000,000 Arizona School District Tax Anticipation Note Financing Program, SP-1+ 10,016,052
Paradise Valley Unified School District No. 69 of
Maricopa County, Arizona, 4.400%, 7/31/97
6,400,000 Sunset Ranch Certificate Trust Certificates of Participation, VMIG-1 6,400,000
1991 Series A, Variable Rate Demand Bonds, 3.250%, 12/01/27+
- -----------------------------------------------------------------------------------------------------------------------
Arkansas -- 0.6%
3,100,000 Arkansas Hospital Equipment Finance Authority VMIG-1 3,100,000
(Washington Regional Medical Center),
Variable Rate Demand Bonds, 3.350%, 10/01/98+
26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Nuveen Municipal Money Market Fund
February 28, 1997 Annual Report
Principal Amortized
Amount Description Ratings* Cost
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
California -- 2.4%
$ 3,000,000 State of California 1996-97 Revenue Anticipation Notes, 4.500%, 6/30/97 MIG-1 $ 3,012,153
9,400,000 Regional Airports Improvement Corporation Facilities, Sublease Revenue A-1+ 9,400,000
Bonds, Issue of 1985, Lax Two Corporation (Los Angeles International
Airport), Variable Rate Demand Bonds, 3.500%, 12/01/25+
- -----------------------------------------------------------------------------------------------------------------------
Connecticut -- 2.9%
15,000,000 Connecticut State Special Assessment Unemployment Compensation VMIG-1 15,000,000
Advance Fund Revenue Bonds, Series 1993C,Variable Rate Demand
Bonds, 3.900%, 11/15/01+, (Mandatory put 7/01/97)
- -----------------------------------------------------------------------------------------------------------------------
District of Columbia -- 3.0%
3,000,000 District of Columbia General Obligation General Fund Recovery Bonds, VMIG-1 3,000,000
Series 1991B, Variable Rate Demand Bonds, 3.500%, 6/01/03+
2,000,000 District of Columbia General Obligation Series 1992A-6, Variable Rate VMIG-1 2,000,000
Demand Bonds, 3.550%, 10/01/07+
7,000,000 District of Columbia General Obligation Series 1992A-5, Variable Rate VMIG-1 7,000,000
Demand Bonds, 3.550%, 10/01/07+
3,400,000 District of Columbia General Obligation Series 1992A-2, Variable Rate VMIG-1 3,400,000
Demand Bonds, 3.550%, 10/01/07+
- -----------------------------------------------------------------------------------------------------------------------
Florida -- 5.9%
17,000,000 Florida Housing Finance Agency, Multi-Family 1985 Series D VMIG-1 17,000,000
(Kings Colony), Variable Rate Demand Bonds, 3.350%, 8/01/06+
7,000,000 Gulf Breeze Series 1995 A (Florida Municipal Bond Fund), Variable A-1 7,000,000
Rate Demand Bonds, 3.350%, 3/31/21+
6,200,000 Miami Health Facilities Authority (Miami Jewish Home and Aa-3 6,200,000
Hospital for the Aged, Inc.) Series 1992, Variable Rate Demand
Bonds, 3.350%, 3/01/12+
- -----------------------------------------------------------------------------------------------------------------------
Georgia -- 4.7%
7,215,000 Housing Authority of Clayton County, Tax-Exempt Adjustable Mode Aa-2 7,215,000
Multifamily Housing Revenue Refunding Bonds, Series 1996
(BS Partners LP Project), Variable Rate Demand Bonds,
3.350%, 9/01/26+
3,000,000 Columbia Elderly Authority, Residential Care Facilities Revenue Bonds Aa-3 3,000,000
(Augusta Resource Center on Aging Inc.),
Variable Rate Demand Bonds, 3.350%, 1/01/21+
10,705,000 Housing Authority of the County of DeKalb, Georgia, Multifamily Housing P-1 10,705,000
Revenue Refunding Bonds (Lenox Pointe Project), Series 1996A, Variable
</TABLE> Rate Demand Bonds, 3.350%, 11/01/23+
27
<PAGE>
<TABLE>
<CAPTION>
Portfolio of Investments -- continued
Tax--Exempt
Principal Amortized
Amount Description Ratings* Costs
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Georgia -- continued
$ 3,200,000 Fulco Hospital Authority (St. Joseph's Hospital of Atlanta) 1989 Revenue VMIG-1 $ 3,200,000
Anticipation Certificates, Commercial Paper, 3.400%, 5/08/97
- -----------------------------------------------------------------------------------------------------------------------
Illinois -- 1.4%
5,000,000 Illinois Development Finance Authority (Jewish Charities) Fiscal 1996- A-1+ 5,000,000
1997B, Variable Rate Demand Notes, 3.350%, 6/30/97
2,000,000 City of Chicago, Chicago-O'Hare International Airport, Special Facility P-1 2,000,000
Revenue Bonds (American Airlines, Inc. Project), Series 1983C, Variable
Rate Demand Bonds, 3.450%, 12/01/17+
- -----------------------------------------------------------------------------------------------------------------------
Kansas -- 1.2%
6,000,000 Manhattan Industrial Development Board (Parker-Hannifin Corporation), Aa-2 6,000,000
Variable Rate Demand Bonds, 3.350%, 9/01/09+
- -----------------------------------------------------------------------------------------------------------------------
Kentucky -- 3.5%
3,000,000 Kentucky Governmental Agencies, 1996 Cash Flow Borrowing Program, N/R 3,001,420
Certificates of Participation, Tax and Revenue Anticipation Notes,
4.300%, 6/30/97
15,000,000 Louisville and Jefferson County Metropolitan Sewer District 1996A, SP-1 15,000,000
Variable Rate Demand Bonds, 3.350%, 3/27/97
- -----------------------------------------------------------------------------------------------------------------------
Louisiana -- 2.1%
7,000,000 Louisiana Public Facilities Authority (Schwegmann Westside Expressway A-2 7,000,000
Project) Industrial Development Revenue, Variable Rate Demand Bonds,
3.550%, 12/01/12+
4,000,000 Hammond Industrial Development Board (Schwegmann Westside A-2 4,000,000
Expressway Project), Variable Rate Demand Bonds, 3.550%, 11/01/14+
- -----------------------------------------------------------------------------------------------------------------------
Maryland -- 4.6%
14,000,000 Maryland Economic Development Corporation, Adjustable Rate Pooled A-1+ 14,000,000
Financing (Maryland Municipal Bond Fund) Series 1995, Variable Rate
Demand Bonds, 3.300%, 6/01/20+
9,940,000 Maryland Industrial Development (Baltimore International Culinary A-1 9,940,000
College), Variable Rate Demand Bonds, 3.550%, 5/01/24+
- -----------------------------------------------------------------------------------------------------------------------
Massachusetts -- 2.4%
12,600,000 The Commonwealth of Massachusetts, Dedicated Income Tax Bonds, VMIG-1 12,600,000
Fiscal Recovery Loan, Act of 1990, Series B, Variable Rate Demand
Bonds, 3.400%, 12/01/97
====
28
</TABLE>
<PAGE>
Nuveen Municipal Money Market Fund
February 28, 1997 Annual Report
<TABLE>
<CAPTION>
Principal Amortized
Amount Description Ratings* Cost
- -----------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
Michigan -- 6.2%
$ 1,200,000 Michigan State Strategic Fund Pollution Control (Consumers Power P-1 $ 1,200,000
Company), Variable Rate Demand Bonds, 3.450%, 4/15/18+
7,000,000 Detroit City School District Wayne County State School Aid Notes SP-1+ 7,006,231
(Limited Tax General Obligation), Series 1996, 4.500%, 5/01/97
11,800,000 Detroit Downtown Development Authority (Millender Center Project), VMIG-1 11,800,000
Variable Rate Demand Bonds, 3.500%, 12/01/10+
12,000,000 Regents of The University of Michigan, Hospital Revenue Bonds, Series VMIG-1 12,000,000
1995A, Adjustable Rate Demand Bonds, 3.500%, 12/01/27+
- -----------------------------------------------------------------------------------------------------------------------
Minnesota -- 2.4%
5,000,000 Bloomington Port Authority, Tax Increment Revenue Refunding Bonds VMIG-1 5,000,000
(Mall of America Project) Series 1995A, Variable Rate Demand
Bonds, 3.350%, 2/01/13+
7,500,000 St. Paul Housing and Redevelopment Authority, Parking Revenue VMIG-1 7,500,000
Bonds, Series 1995B, Variable Rate Demand Bonds, 3.430%, 8/01/17+
- -----------------------------------------------------------------------------------------------------------------------
Missouri -- 6.2%
7,000,000 Health and Educational Facilities Authority of the State of Missouri, A-1+ 7,000,000
Health Facilities Revenue Bonds (St. Francis' Medical Center),
Series 1996A, Variable Rate Demand Bonds, 3.400%, 6/01/26+
1,450,000 Health and Educational Facilities Authority of the State of Missouri, VMIG-1 1,450,000
Educational Facilities Revenue Bonds (Drury College),
Series 1996A, Variable Rate Demand Bonds, 3.450%, 8/15/21+
10,700,000 Missouri Health and Educational Facilities Authority, Health Facilities A-1+ 10,700,000
Revenue Bonds (SSM Health Care Project), Series 1995B, Variable
Rate Demand Obligations, 3.300%, 6/01/22+
3,500,000 Kansas City Industrial Development (Research Health System), Variable VMIG-1 3,500,000
Rate Demand Bonds, 3.500%, 4/15/15+
1,100,000 Kansas City Industrial Development Authority (Research Health System), VMIG-1 1,100,000
Variable Rate Demand Bonds, 3.500%, 10/15/15+
8,300,000 St. Louis Land Clearance Redevelopment Authority, Parking Facility VMIG-1 8,300,000
Revenue Refunding Bonds, Series 1996, Variable Rate Demand Bonds,
3.600%, 9/01/19+
- -----------------------------------------------------------------------------------------------------------------------
Nebraska -- 0.9%
4,430,000 Scotts Bluff County Hospital Authority, Elderly Residential Facility (West A-1 4,430,000
Village), GNMA, Variable Rate Demand Bonds, 3.500%, 12/01/31+
29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Portfolio of Investments -- continued
Tax--Exempt
Principal Amortized
Amount Description Ratings* Costs
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nevada -- 1.9%
$ 10,000,000 Clark County Airport System, Refunding Revenue Bonds, Series 1993A, VMIG-1 $ 10,000,000
Variable Rate Demand Bonds, 3.250%, 7/01/12+
- -----------------------------------------------------------------------------------------------------------------------
New York -- 1.4%
7,000,000 New York City Commercial Paper, Series J-3, 3.350%, 3/17/97 A-1+ 7,000,000
- -----------------------------------------------------------------------------------------------------------------------
North Carolina -- 1.7%
9,000,000 North Carolina Eastern Municipal Power Agency, Power System A-1+ 9,000,000
Revenue, Series 1988B, Commercial Paper, 3.500%, 4/10/97
- -----------------------------------------------------------------------------------------------------------------------
Ohio -- 3.7%
10,000,000 Ohio School Districts, 1996 Cash Flow Borrowing Program, Certificates MIG-1 10,016,875
of Participation, Revenue Anticipation Notes of Certain Ohio School
Districts, Series B, 4.530%, 6/30/97
5,000,000 Dublin City School District, Franklin, Delaware and Union Counties, MIG-1 5,006,798
Ohio, School Building Construction and Improvement Notes, Series
1996 (General Obligation -- Unlimited Tax), 4.000%, 6/10/97
4,000,000 University of Cincinnati General Receipt Bond Anticipation Notes, MIG-1 4,000,906
Series S1, 3.750%, 3/20/97
- -----------------------------------------------------------------------------------------------------------------------
Oregon -- 1.6%
8,000,000 Port of Morrow (Portland G.E. Company Boardman Project), Variable Rate VMIG-1 8,000,000
Demand Bonds, 3.500%, 10/01/13+
- -----------------------------------------------------------------------------------------------------------------------
Pennsylvania -- 3.6%
1,635,000 Allegheny County Hospital Development Authority (Presbyterian- VMIG-1 1,635,000
University Health System), Variable Rate Demand Bonds,
3.350%, 3/01/18+
3,370,000 Montgomery County Higher Education and Health Authority, Series VMIG-1 3,370,000
1995 (Philadelphia Presbytery Homes, Inc.), Variable Rate Demand
Bonds, 3.350%, 7/01/25+
8,000,000 City of Philadelphia, Pennsylvania, General Obligation Bonds, Series VMIG-1 8,000,000
1990, Commercial Paper, 3.500%, 4/07/97
5,345,000 Washington County Authority, Higher Education Pooled Equipment VMIG-1 5,345,000
Lease Revenue Bonds, Series 1985A, Variable Rate Demand Bonds,
3.350%, 11/01/05+
- -----------------------------------------------------------------------------------------------------------------------
South Dakota -- 2.3%
11,935,000 South Dakota Health and Education Facility (McKennan Hospital), Series VMIG-1 11,935,000
1994, Variable Rate Demand Revenue Bonds, 3.350%, 7/01/14+
=====
30
</TABLE>
<PAGE>
Nuveen Municipal Money Market Fund
February 28, 1997 Annual Report
<TABLE>
<CAPTION>
Principal Amortized
Amount Description Ratings* Cost
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tennessee -- 5.6%
$16,000,000 The Public Building Authority of the City of Clarksville, Tennessee, A-1+ $16,000,000
Adjustable Rate Pooled Financing Revenue Bonds, Series 1994
(Tennessee Municipal Bond Fund), Variable Rate Demand Bonds,
3.300%, 6/01/24+
4,675,000 Loudon Water and Sewer Revenue Refunding Bonds, Series 1996, Aa-2 4,675,000
Variable Rate Demand Bonds, 3.350%, 9/01/06+
8,000,000 The Public Building Authority of the County of Montgomery, Tennessee, P-1 8,000,000
Adjustable Rate Pooled Financing Revenue Bonds, Series 1996
(Montgomery County Loan), 3.300%, 7/01/19+
- -----------------------------------------------------------------------------------------------------------------------
Texas -- 5.8%
6,000,000 State of Texas Tax and Revenue Anticipation Notes, Series 1996, MIG-1 6,035,810
4.750%, 8/29/97
3,000,000 Texas Health Facilities Development Corporation (North Texas Pooled VMIG-1 3,000,000
Health Program), Variable Rate Demand Bonds, 3.350%, 5/31/25+
1,700,000 Angelina and Neches River Authority, Solid Waste Disposal, Variable P-1 1,700,000
Rate Demand Bonds, 3.450%, 5/01/14+
2,700,000 Guadalupe-Blanco River Authority, Pollution Control Revenue Refunding VMIG-1 2,700,000
Bonds (Central Power and Light Company Project), Series 1995,
Variable Rate Demand Bonds, 3.500%, 11/01/15+
8,400,000 North Central Texas Health Facilities Development Corporation, Hospital A-1 8,400,000
Revenue Bonds, Series 1985-B (Methodist Hospitals of Dallas),
Variable Rate Demand Bonds, 3.450%, 10/01/15+
4,900,000 Plano Health Facilities Development Corporation, Unit Priced Demand VMIG-1 4,900,000
Adjustable Hospital Revenue Bonds (Children's and Presbyterian
Healthcare Center of North Texas Project), Commercial Paper,
3.500%, 5/27/97
3,350,000 Sabine River Authority of Texas, Collateralized Pollution Control Revenue VMIG-1 3,350,000
Refunding Bonds (Texas Utilities Electric Company Project), Series
1996A, Variable Rate Demand Bonds, 3.500%, 3/01/26+
- -----------------------------------------------------------------------------------------------------------------------
Washington -- 5.0%
13,745,000 Washington State Housing Finance Commission, Nonprofit Revenue A-1 13,745,000
Bonds (Emerald Heights Project), Series 1990, Variable Rate Demand
Bonds, 3.450%, 1/01/21+
3,200,000 Spokane County, Washington, Current Expense Fund Tax Anticipation N/R 3,200,000
Notes, Series 1996A, 4.000%, 6/30/97
9,000,000 Washington Student Loan Agency, Series 1984A, Variable Rate Demand VMIG-1 9,000,000
Bonds, 3.550%, 1/01/01+
</TABLE>
=====
31
<PAGE>
<TABLE>
<CAPTION>
Portfolio of Investments -- continued
Tax--Exempt
Principal Amortized
Amount Description Ratings* Costs
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Wisconsin -- 3.7%
$ 1,000,000 Wisconsin Health and Educational Facilities Authority, Series 1996B A-1 $ 1,000,000
(Riverview Hospital Association Wisconsin Rapids), Variable Rate
Demand Bonds, 3.500%, 10/01/26+
4,000,000 Beaver Dam Unified School District Dodge County, Wisconsin, Bond MIG-1 4,004,620
Anticipation Notes, 3.850%, 10/14/97
10,000,000 Milwaukee Short-Term School Order Notes, Series 1996B, Revenue MIG-1 10,033,114
Anticipation Notes, 4.250%, 8/21/97
3,805,000 River Falls Commercial Development Revenue Refunding (Erdeco Aa-2 3,805,000
Partnership Project), Variable Rate Demand Bonds,
3.430%, 11/01/13+
- -----------------------------------------------------------------------------------------------------------------------
$513,415,000 Total Investments -- 99.6% 513,576,834
- -----------------------------------------------------------------------------------------------------------------------
Other Assets Less Liabilities -- 0.4% 1,826,224
-------------------------------------------------------------------------------------------------------
Net Assets -- 100% $515,403,058
=======================================================================================================
. Ratings (not covered by the report of independent public accountants): Using
the higher of Standard & Poor's or Moody's rating.
N/R--Investment is not rated.
+ The security has a maturity of more than one year, but has
variable rate and demand features which qualify it as a short-
term security. The rate disclosed is that currently in effect.
This rate changes periodically based on market conditions or a
specified market index.
</TABLE>
32
See accompanying notes to financial statements.
<PAGE>
Statement of Net Assets Nuveen Municipal Money Market Fund
February 28, 1997 February 28, 1997 Annual Report
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
<S> <C>
Assets
Investments in short-term municipal securities, at amortized cost (note 1) $513,576,834
Receivables:
Interest 2,982,175
Investments sold 430,000
Other assets 19,375
- --------------------------------------------------------------------------------------------------------
Total assets 517,008,384
- --------------------------------------------------------------------------------------------------------
Liabilities
Cash overdraft 175,596
Accrued expenses:
Management fees (note 3) 157,550
Other 96,628
Dividends payable 1,175,552
- --------------------------------------------------------------------------------------------------------
Total liabilities 1,605,326
- --------------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding (note 4) $515,403,058
========================================================================================================
Shares outstanding 515,403,058
========================================================================================================
Net asset value, offering and redemption
price per share (net assets divided by shares outstanding) $ 1.00
========================================================================================================
</TABLE>
=====
33 See accompanying notes to financial statements.
<PAGE>
Statement of Operations
Year ended February 28, 1997
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------------------------------------------
Investment Income
Tax-exempt interest income (note 1) $18,993,553
- -------------------------------------------------------------------------------
Expenses
Management fees (note 3) 2,136,925
Shareholders' servicing agent fees and expenses 21,713
Custodian's fees and expenses 110,419
Directors' fees and expenses (note 3) 6,220
Professional fees 24,588
Shareholders' reports -- printing and mailing expenses 47,577
Federal and state registration fees 3,235
Other expenses 18,319
- -------------------------------------------------------------------------------
Total expenses 2,368,996
- -------------------------------------------------------------------------------
Net investment income 16,624,557
Net realized gain from investment transactions (notes 1 and 2) 21,201
- -------------------------------------------------------------------------------
Net increase in net assets from operations $16,645,758
===============================================================================
</TABLE>
=====
34 See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
Nuveen Municipal Money Market Fund
February 28, 1997 Annual Report
Statement of Changes in Net Assets
Year ended 2/28/97 Year ended 2/29/96
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operations
Net investment income $ 16,624,557 $ 23,052,780
Net realized gain from investment transactions (notes 1 and 2) 21,201 9,200
- ---------------------------------------------------------------------------------------------------------
Net increase in net assets from operations 16,645,758 23,061,980
- ---------------------------------------------------------------------------------------------------------
Distributions To Shareholders (Note 1) (16,645,758) (23,061,980)
- ---------------------------------------------------------------------------------------------------------
Share Transactions
(at a constant net asset value of $1 per share) (note 1)
Net proceeds from sale of shares 2,793,785,234 3,673,148,811
Net proceeds from shares issued to shareholders
due to reinvestment of distributions 6,431,423 7,738,987
- ---------------------------------------------------------------------------------------------------------
2,800,216,657 3,680,887,798
- ---------------------------------------------------------------------------------------------------------
Cost of shares redeemed (2,894,867,006) (3,830,078,044)
- ---------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from share transactions (94,650,349) (149,190,246)
Net assets at the beginning of the year 610,053,407 759,243,653
- ---------------------------------------------------------------------------------------------------------
Net assets at the end of the year $ 515,403,058 $ 610,053,407
=========================================================================================================
======
35 See accompanying notes to financial statements.
</TABLE>
<PAGE>
Notes to Financial Statements
1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES
The Nuveen Tax-Exempt Money Market Fund, Inc. (the "Fund") is registered under
the Investment Company Act of 1940 as an open-end, diversified management
investment company. The following is a summary of significant accounting
policies followed by the Fund in the preparation of its financial statements in
accordance with generally accepted accounting principles.
Securities Valuation
The Fund invests in short-term municipal securities maturing within one year
from the date of acquisition. Securities with a maturity of more than one year
in all cases have variable rate and demand features qualifying them as short-
term securities and are traded and valued at amortized cost. On a dollar-
weighted basis, the average maturity of all such securities must be 90 days or
less (at February 28, 1997, the dollar-weighted average life was 30 days).
Securities Transactions
Securities transactions are recorded on a trade date basis. Realized gains and
losses from such transactions are determined on the specific identification
method. Securities purchased or sold on a when-issued or delayed delivery basis
may be settled a month or more after the transaction date. Any securities so
purchased are subject to market fluctuation during this period. The Fund has
instructed the custodian to segregate assets in a separate account with a
current value at least equal to the amount of its purchase commitments. At
February 28, 1997, there were no such purchase commitments.
Interest Income
Interest income is determined on the basis of interest accrued, adjusted for
amortization of premiums and accretion of discounts.
Dividends and Distributions to Shareholders
Tax-exempt net investment income, adjusted for realized short-term gains and
losses on investment transactions, is declared as a dividend to shareholders of
record as of the close of each business day and payment is made or reinvestment
is credited to shareholder accounts after month-end.
Federal Income Taxes
The Fund intends to comply with the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute to shareholders
all of its tax-exempt net investment income, including any net realized capital
gains from investment transactions. Therefore, no federal income tax provision
is required. Furthermore, the Fund intends to satisfy conditions which will
enable interest from municipal securities, which is exempt from regular federal
income tax, to retain such tax-exempt status when distributed to shareholders of
the Fund. All income dividends paid during the fiscal year ended February 28,
1997, have been designated Exempt Interest Dividends.
=====
36
<PAGE>
Nuveen Municipal Money Market Fund
February 28, 1997 Annual Report
Insurance Commitments
The Fund has obtained commitments (each a "Commitment") from Municipal Bond
Investors Assurance Corporation ("MBIA") with respect to certain designated
bonds held by the Fund for which credit support is furnished by banks ("Approved
Banks") approved by MBIA under its established credit approval standards. Under
the terms of a Commitment, if the Fund were to determine that certain adverse
circumstances relating to the financial conditions of the Approved Banks had
occurred, the Fund could cause MBIA to issue a "while-in-fund" insurance policy
covering the underlying bonds; after time and subject to further terms and
conditions, the Fund could obtain from MBIA an "insured-to-maturity" insurance
policy as to the covered bonds. Each type of insurance policy would insure
payment of interest on the bonds and payment of principal at maturity. Although
such insurance would not guarantee the market value of the bonds or the value of
the Fund's shares, the Fund believes that its ability to obtain insurance for
such bonds under such adverse circumstances will enable the Fund to hold or
dispose of such bonds at a price at or near their par value.
Derivative Financial Instruments
The Fund may invest in certain derivative financial instruments including
futures, forward, swap, and option contracts, and other financial instruments
with similar characteristics. Although the Fund is authorized to invest in such
financial instruments, and may do so in the future, it did not make any such
investments during the fiscal year ended February 28, 1997.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases in net
assets from operations during the reporting period.
2. SECURITIES TRANSACTIONS
Purchases and sales (including maturities) of investment securities during the
fiscal year ended February 28, 1997, aggregated $2,137,344,449 and
$2,231,082,075, respectively.
For Federal income tax purposes, the cost of investments owned at February 28,
1997, was the same as the cost for financial reporting purposes.
3. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Under the Fund's investment management agreement with Nuveen Advisory Corp. (the
"Adviser"), a wholly owned subsidiary of The John Nuveen Company, the Fund pays
an annual management fee, payable monthly, as follows:
<TABLE>
<CAPTION>
Average daily net asset value Management fee
- ------------------------------------------------------------------------
<S> <C>
For the first $500 million .400 of 1%
For the next $500 million .375 of 1
For the next $1 billion .350 of 1
For net assets over $2 billion .325 of 1
- ---------------------------------------------------------------------
</TABLE>
=====
37
<PAGE>
Notes to Financial Statements -- continued
The management fee is reduced by, or the Adviser assumes certain Fund expenses
in an amount necessary to prevent the Fund's total expenses (including the
Adviser's fee, but excluding interest, taxes, fees incurred in acquiring and
disposing of portfolio securities and, to the extent permitted, extraordinary
expenses) in any fiscal year from exceeding .45 of 1% of the average daily net
asset value of the Fund.
The management fee compensates the Adviser for overall investment advisory and
administrative services, and general office facilities. The Fund pays no
compensation directly to its Directors who are affiliated with the Adviser or to
its officers, all of whom receive remuneration for their services to the Fund
from the Adviser.
4. COMPOSITION OF NET ASSETS
At February 28, 1997, the Fund had 5 billion shares of $.01 par value stock
authorized. Net assets consisted of $515,403,058 paid-in capital.
5. INVESTMENT COMPOSITION
The Fund invests in municipal securities which include general obligation and
revenue bonds. At February 28, 1997, the revenue sources by municipal purpose,
expressed as a percent of total investments, were as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
<S> <C>
Revenue Bonds:
Health Care Facilities 20%
Pollution Control Facilities 19
Housing Facilities 8
Educational Facilities 6
Transportation 5
Water/Sewer Facilities 4
Electrical Utilities 2
Lease Rental Facilities 1
Other 16
General Obligation Bonds 19
- ---------------------------------------------------------------------
100%
=====================================================================
</TABLE>
At February 28, 1997, 86% of the investments owned by the Fund have credit
enhancements (letters of credit, guarantees or insurance) issued by third party
domestic or foreign banks or other institutions (see note 1).
For additional information regarding each investment security, refer to the
Portfolio of Investments.
=====
38
<PAGE>
Financial Highlights
39
<PAGE>
FINANCIAL HIGHLIGHTS
Selected data for a share outstanding throughout each period is
as follows:
<TABLE>
<CAPTION>
Income from
Investment Operations Less Distributions
--------------------- ------------------
Net
Net realized and Dividends Net Total
asset unrealized from tax- asset return
value Net gain (loss) exempt net Distributions value on net
beginning investment from investment from capital end of asset
of period income investments income gains period value
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended,
2/28/97 $1.000 $.031 $ -- $(.031) $ -- $1.000 3.11%
2/29/96 1.000 .034 -- (.034) -- 1.000 3.42
2/28/95 1.000 .027 -- (.027) -- 1.000 2.69
2/28/94 1.000 .020 -- (.020) -- 1.000 2.04
2/28/93 1.000 .026 -- (.026) -- 1.000 2.57
10/1/91 to 2/29/92 1.000 .016 -- (.016) -- 1.000 1.56
Year ended,
9/30/91 1.000 .049 -- (.049) -- 1.000 4.85
9/30/90 1.000 .058 -- (.058) -- 1.000 5.75
9/30/89 1.000 .060 -- (.060) -- 1.000 6.00
9/30/88 1.000 .049 -- (.049) -- 1.000 4.89
- -------------------------------------------------------------------------------------------------------------------------
*Annualized.
</TABLE>
40
<PAGE>
Nuveen Municipal Money Market Fund
February 28, 1997 Annual Report
<TABLE>
<CAPTION>
Ratios/Supplemental Data
- -----------------------------------------------
Ratio
of net
Ratio of investment
Net assets expenses income to
end of period to average average
(in thousands) net assets net assets
- -----------------------------------------------
<S> <C> <C>
$ 515,403 .44% 3.10%
610,053 .44 3.43
759,244 .44 2.65
975,833 .42 2.04
1,597,014 .40 2.58
2,332,021 .39* 3.71*
1,927,583 .38 4.81
1,800,966 .40 5.74
1,756,725 .39 6.02
2,044,479 .39 4.90
- -----------------------------------------------
</TABLE>
41
<PAGE>
Report of Independent Public Accountants
To the Board of Directors and Shareholders of
Nuveen Tax-Exempt Money Market Fund, Inc.:
We have audited the accompanying statement of net assets of Nuveen Tax-Exempt
Money Market Fund, Inc. (a Maryland corporation), including the portfolio of
investments, as of February 28, 1997, and the related statements of operations
for the year then ended, the statements of changes in net assets for each of the
two years in the period then ended and the financial highlights for the periods
indicated thereon. These financial statements and financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
February 28, 1997, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the net assets of the Nuveen
Tax-Exempt Money Market Fund, Inc. as of February 28, 1997, the results of its
operations for the year then ended the changes in its net assets for each of the
two years in the period then ended and the financial highlights for the periods
indicated thereon in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 11, 1997
42
<PAGE>
Fund Information
Board of Directors
Robert P. Bremner
Lawrence H. Brown
Anthony T. Dean
Anne E. Impellizzeri
Margaret K. Rosenheim
Peter R. Sawers
William J. Schneider
Timothy R. Schwertfeger
Fund Manager
Nuveen Advisory Corp.
333 West Wacker Drive
Chicago, IL 60606
Custodian
The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Transfer Agent,
Shareholder Services and
Dividend Disbursing Agent
Shareholder Services, Inc.
Nuveen Investor Services
P.O. Box 5330
Denver, CO 80217-5330
(800) 621-7227
Legal Counsel
Fried, Frank, Harris, Shriver
& Jacobson
Washington, DC
Public Accountants
Arthur Andersen LLP
Chicago, Illinois
43
<PAGE>
Serving Investors
for Generations
[PHOTO OF Since our founding in 1898, John Nuveen & Co. has been
JOHN NUVEEN, SR. synonymous with investments that withstand the test of time.
APPEARS HERE] Today, we offer a broad range of investments designed for
mature investors whose portfolios are the principal source of
John Nuveen, Sr. their ongoing financial security. More than 1.3 million
investors have entrusted Nuveen to help them maintain the
lifestyle they currently enjoy.
A value investing approach -- purchasing securities of strong
companies and communities that represent good long-term
value -- is the cornerstone of Nuveen's investment
philosophy. It is a careful, long-term strategy that offers
the potential for attractive returns with moderated risk.
Successful value investing begins with in-depth research and
a discerning eye for marketplace opportunity. Nuveen's team
of investment professionals is backed by the discipline,
resources and expertise of almost a century of investment
experience, including one of the most recognized research
departments in the industry.
To meet the unique circumstances and financial planning needs
of mature investors, Nuveen offers a wide array of taxable
and tax-free investment products -- including equity and
fixed-income mutual funds, unit trusts, exchange-traded
funds, individual managed account services, and cash
management products.
NUVEEN
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 621-7227
<PAGE>
PART B--STATEMENT OF ADDITIONAL INFORMATION
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
333 West Wacker Drive
Chicago, Illinois 60606
<PAGE>
[LOGO OF NUVEEN]
Statement of Additional Information
April 29, 1997
Nuveen Tax-Exempt Money Market Fund, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
Nuveen Tax-Exempt Money Market Fund, Inc. (the "Fund") is an open-end,
diversified management investment company. This Statement of Additional
Information is not a prospectus. A prospectus may be obtained from the Fund's
distributor, John Nuveen & Co. Incorporated, 333 West Wacker Drive, Chicago,
Illinois 60606. This Statement of Additional Information relates to, and should
be read in conjunction with, the Prospectus dated April 29, 1997.
<TABLE>
<CAPTION>
Table of Contents Page
- ----------------------------------------------------------------
<S> <C>
Fundamental Policies and Investment Portfolio 2
- ----------------------------------------------------------------
Management 9
- ----------------------------------------------------------------
Investment Adviser and Investment Management Agreement 13
- ----------------------------------------------------------------
Portfolio Transactions 14
- ----------------------------------------------------------------
Net Asset Value 15
- ----------------------------------------------------------------
Amortized Cost Valuation 16
- ----------------------------------------------------------------
Tax Matters 17
- ----------------------------------------------------------------
Principal Underwriter and Distributor 20
- ----------------------------------------------------------------
Yield Information 21
- ----------------------------------------------------------------
Independent Public Accountants and Custodian 22
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
Principal Underwriter Investment Adviser Transfer and Shareholder
John Nuveen & Co. Incorporated Nuveen Advisory Corp., Services Agent
Subsidiary of Shareholder Services, Inc.
Chicago: John Nuveen & Co. Incorporated P.O. Box 5330
333 West Wacker Drive 333 West Wacker Drive Denver, Colorado 80217-5330
Chicago, Illinois 60606 Chicago, Illinois 60606
(312) 917-7700 Independent Public Accountants
Custodian for the Fund
New York: The Chase Manhattan Bank Arthur Andersen LLP
10 East 50th Street 4 New York Plaza 33 West Monroe Street
New York, New York 10022 New York, New York 10004 Chicago, Illinois 60603
(212) 207-2000
</TABLE>
<PAGE>
FUNDAMENTAL POLICIES AND INVESTMENT PORTFOLIO
Fundamental Policies
The Fund's investment objective and certain fundamental policies are described
in the Prospectus. The Fund, as a fundamental policy, may not:
(1) Invest in securities other than Municipal Obligations and temporary
investments as those terms are defined in the Prospectus;
(2) Invest more than 5% of its total assets in securities of any one issuer,
excluding the United States government, its agencies and instrumentalities;
(3) Borrow money, except from banks for temporary or emergency purposes and not
for investment purposes and then only in an amount not exceeding (a) 10% of the
value of the Fund's total assets at the time of borrowing or (b) one-third of
the value of the Fund's total assets including the amount borrowed in order to
meet redemption requests which might otherwise require the untimely disposition
of securities. While any such borrowings are outstanding, no net purchases of
investment securities will be made by the Fund. If due to market fluctuations or
other reasons the value of the Fund's assets falls below 300% of its borrowings,
the Fund will reduce its borrowings within 3 business days. To do this, the Fund
may have to sell a portion of its investments at a time when it may be
disadvantageous to do so;
(4) Pledge, mortgage or hypothecate its assets, except that, to secure
borrowings permitted by subparagraph (3) above, it may pledge securities having
a market value at the time of pledge not exceeding 10% of the value of the
Fund's total assets;
(5) Issue senior securities as defined in the Investment Company Act of 1940
except to the extent such issuance might be involved with respect to borrowings
described under item (3) above;
(6) Underwrite any issue of securities, except to the extent that the purchase
of Municipal Obligations in accordance with the Fund's investment objective,
policies, and limitations, may be deemed to be an underwriting;
(7) Purchase or sell real estate, but this shall not prevent the Fund from
investing in Municipal Obligations secured by real estate or interests therein;
(8) Purchase or sell commodities or commodities contracts or oil, gas or other
mineral exploration or development programs;
(9) Make loans, other than by entering into repurchase agreements and through
the purchase of Municipal Obligations or temporary investments in accordance
with its investment objective, policies and limitations;
(10) Make short sales of securities or purchase any securities on margin, except
for such short term credits as are necessary for the clearance of transactions;
(11) Invest more than 5% of its total assets in securities of unseasoned issuers
which, together with their predecessors, have been in operation for less than
three years;
2
<PAGE>
(12) Invest more than 25% of its assets in the securities of issuers in any
single industry; provided, however, that such limitations shall not be
applicable to the purchase of Municipal Obligations and obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities;
(13) Purchase or retain the securities of any issuer other than the securities
of the Fund if, to the Fund's knowledge, those directors of the Fund, or those
officers and directors of Nuveen Advisory Corp. ("Nuveen Advisory"), who
individually own beneficially more than 1/2 of 1% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
outstanding securities.
For the purpose of applying the limitations set forth in paragraphs (2) and (11)
above, an issuer shall be deemed a separate issuer when its assets and revenues
are separate from other governmental entities and its securities are backed only
by its assets and revenues. Similarly, in the case of a non-governmental user,
such as an industrial corporation or a privately owned or operated hospital, if
the security is backed only by the assets and revenues of the non-governmental
user then such non-governmental user would be deemed to be the sole issuer.
Where a security is also backed by the enforceable obligations of a superior or
unrelated governmental entity or other entity it shall be included in the
computation of securities owned that are issued by such governmental entity or
other entity.
If, however, a security is guaranteed by a governmental entity or some other
entity (other than a bond insurer), such as a bank guarantee or letter of
credit, such a guarantee or letter of credit would be considered a separate
security and would be treated as an issue of such government, other entity or
bank. The Fund's present policy, which is not a fundamental policy, is that it
will not hold securities of a single bank, including securities backed by a
letter of credit of such bank, if such holdings would exceed 10% of the total
assets of the Fund.
The foregoing fundamental investment policies, together with the Fund's
investment objective, and other fundamental policies, cannot be changed without
approval by holders of a "majority of the Fund's outstanding voting shares." As
defined in the Investment Company Act of 1940, this means the vote of (i) 67% or
more of the shares present at a meeting, if the holders of more than 50% of the
shares are present or represented by proxy, or (ii) more than 50% of the shares,
whichever is less. The foregoing restrictions and limitations will apply only at
the time of purchase of securities and will not be considered violated unless an
excess or deficiency occurs or exists immediately after and as a result of an
acquisition of securities, unless otherwise indicated.
Portfolio Securities
As described in the Prospectus, the Fund invests primarily in a diversified
portfolio of Municipal Obligations consisting of money market instruments issued
by governmental authorities. In general, Municipal Obligations include debt
obligations issued to obtain funds for various public purposes, including
construction of a wide range of public facilities. Industrial development bonds
and pollution control bonds that are issued by or on behalf of public
authorities to finance various privately-operated facilities are included within
the term Municipal Obligations if the interest paid thereon is exempt from
federal income tax.
3
<PAGE>
The following is a more complete description of certain short-term Municipal
Obligations in which the Fund may invest:
Bond Anticipation Notes (BANs) are usually general obligations of state and
local governmental issuers which are sold to obtain interim financing for
projects that will eventually be funded through the sale of long-term debt
obligations or bonds. The ability of an issuer to meet its obligations on its
BANs is primarily dependent on the issuer's access to the long-term municipal
bond market and the likelihood that the proceeds of such bond sales will be used
to pay the principal and interest on the BANs.
Tax Anticipation Notes (TANs) are issued by state and local governments to
finance the current operations of such governments. Repayment is generally to be
derived from specific future tax revenues. TANs are usually general obligations
of the issuer. A weakness in an issuer's capacity to raise taxes due to, among
other things, a decline in its tax base or a rise in delinquencies, could
adversely affect the issuer's ability to meet its obligations on outstanding
TANs.
Revenue Anticipation Notes (RANs) are issued by governments or governmental
bodies with the expectation that future revenues from a designated source will
be used to repay the notes. In general they also constitute general obligations
of the issuer. A decline in the receipt of projected revenues, such as
anticipated revenues from another level of government, could adversely affect an
issuer's ability to meet its obligations on outstanding RANs. In addition, the
possibility that the revenues would, when received, be used to meet other
obligations could affect the ability of the issuer to pay the principal and
interest on RANs.
Construction Loan Notes are issued to provide construction financing for
specific projects. Frequently, these notes are redeemed with funds obtained from
the Federal Housing Administration.
Bank Notes are notes issued by local governmental bodies and agencies as those
described above to commercial banks as evidence of borrowings. The purposes for
which the notes are issued are varied but they are frequently issued to meet
short-term working capital or capital-project needs. These notes may have risks
similar to the risks associated with TANs and RANs.
Variable and Floating Rate Instruments--Certain Municipal Obligations, certain
instruments issued, guaranteed or sponsored by the U.S. government or its
agencies, and certain debt instruments issued by domestic banks or corporations,
may carry variable or floating rates of interest. Such instruments bear interest
at rates which are not fixed, but which vary with changes in specified market
rates or indices, such as a bank prime rate or tax-exempt money market index.
Variable rate notes are adjusted to current interest rate levels at certain
specified times, such as every 30 days, as set forth in the instrument. A
floating rate note adjusts automatically whenever there is a change in its base
interest rate adjustor, e.g., a change in the prime lending rate or specified
interest rate indices. Typically such instruments carry demand features
permitting the Fund to recover the full principal amount thereof upon specified
notice.
One form of variable or floating rate instrument consists of an underlying fixed
rate municipal bond that is subject to a third party demand feature or "tender
option." The holder of the bond would pay a
4
<PAGE>
"tender fee" to the third party tender option provider, the amount of which
would be periodically adjusted so that the bond/tender option combination would
reasonably be expected to have a market value that approximates the par value of
the bond. The bond/tender option combination would therefore be functionally
equivalent to ordinary variable or floating rate obligations as described above,
and the Fund may purchase such obligation subject to certain conditions
specified by the Securities and Exchange Commission.
The Fund's right to obtain payment at par on a demand instrument upon demand
could be adversely affected by events occurring between the date the Fund elects
to tender the instrument and the date proceeds are due. Nuveen Advisory will
monitor on an ongoing basis the pricing, quality and liquidity of such
instruments and will similarly monitor the ability of an obligor under the
demand arrangement, including demand obligors as to instruments supported by
bank letters of credit or guarantees, to pay principal and interest on demand.
Although the ultimate maturity of such variable rate obligations may exceed one
year, the Fund will treat the maturity of each variable rate demand obligation,
for purposes of computing its dollar-weighted average portfolio maturity, as the
longer of (i) the notice period required before the Fund is entitled to payment
of the principal amount through demand, or (ii) the period remaining until the
next interest rate adjustment.
The Fund may also obtain standby commitments with respect to Municipal
Obligations. Under a standby commitment (often referred to as a put), the party
issuing the commitment agrees to purchase at the Fund's option the Municipal
Obligation at an agreed-upon price on certain dates or within a specific period.
Since the value of a standby commitment depends in part upon the ability of the
issuing party to meet its purchase obligations thereunder, the Fund will enter
into standby commitments only with parties which have been evaluated by Nuveen
Advisory and, in the opinion of Nuveen Advisory, present minimal credit risks.
The amount payable to the Fund upon its exercise of a standby commitment would
be (1) the acquisition cost of the Municipal Obligations (excluding any accrued
interest that the Fund paid on acquisition), less any amortized market premium
or plus any amortized market or original issue discount during the period the
Fund owned the security, plus (2) all interest accrued on the security since the
last interest payment date during the period the security was owned by the Fund.
The Fund's right to exercise standby commitments held by it will be
unconditional and unqualified. The acquisition of a standby commitment will not
affect the valuation of the underlying security, which will continue to be
valued in accordance with the amortized cost method. The standby commitment
itself will be valued at zero in determining net asset value. The Fund may
purchase standby commitments for cash or pay a higher price for portfolio
securities which are acquired subject to such a commitment (thus reducing the
yield to maturity otherwise available for the same securities). The maturity of
a Municipal Obligation purchased by the Fund will not be considered shortened by
any standby commitment to which such security is subject. Although the Fund's
rights under a standby commitment would not be transferable, the Fund could sell
Municipal Obligations which were subject to a standby commitment to a third
party at any time.
5
<PAGE>
When-issued Securities
As described under "Investment Policies of the Portfolio--Municipal Obligations"
in the Prospectus, the Fund may purchase and sell Municipal Obligations on a
when-issued or delayed delivery basis. When-issued and delayed delivery
transactions arise when securities are purchased or sold with payment and
delivery beyond the regular settlement date. (When-issued transactions normally
settle within 30-45 days.) On such transactions the payment obligation and the
interest rate are fixed at the time the buyer enters into the commitment. The
commitment to purchase securities on a when-issued or delayed delivery basis may
involve an element of risk because the value of the securities is subject to
market fluctuation, no interest accrues to the purchaser prior to settlement of
the transaction, and at the time of delivery the market value may be less than
cost. At the time the Fund makes the commitment to purchase a Municipal
Obligation on a when-issued or delayed delivery basis, it will record the
transaction and reflect the amount due and the value of the security in
determining its net asset value. Likewise, at the time the Fund makes the
commitment to sell a Municipal Obligation on a delayed delivery basis, it will
record the transaction and include the proceeds to be received in determining
its net asset value; accordingly, any fluctuations in the value of the Municipal
Obligation sold pursuant to a delayed delivery commitment are ignored in
calculating net asset value so long as the commitment remains in effect. The
Fund will maintain designated readily marketable assets at least equal in value
to commitments to purchase when-issued or delayed delivery securities, such
assets to be segregated by the Custodian specifically for the settlement of such
commitments. The Fund will only make commitments to purchase Municipal
Obligations on a when-issued or delayed delivery basis with the intention of
actually acquiring the securities, but the Fund reserves the right to sell these
securities before the settlement date if it is deemed advisable. If a when-
issued security is sold before delivery any gain or loss would not be tax-
exempt.
Temporary Investments
The Prospectus discusses briefly the Fund's ability to invest a portion of its
assets on a temporary basis or for defensive purposes in taxable "temporary
investments." As stated in the Prospectus, the Fund has not invested in and has
no present intention to invest in such temporary investments. In any event,
temporary investments will not exceed 20% of the Fund's assets except when made
for defensive purposes. The Fund will invest only in temporary investments
which, in the opinion of Nuveen Advisory, are of "high grade" quality and have
remaining maturities of one year or less. Temporary investments include
obligations of the United States government, its agencies or instrumentalities;
debt securities of issuers having, at the time of purchase, a quality rating
within the two highest grades by either Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Corporation ("S&P") (Aaa or Aa, or AAA or AA,
respectively); commercial paper rated in the highest grade by either of such
rating services (Prime-1 or A-1, respectively); certificates of deposit of
domestic banks with assets of $1 billion or more; and Municipal Obligations and
U.S. government obligations subject to short-term repurchase agreements.
Subject to the foregoing limitations, the Fund may invest in the following
temporary investments:
U.S. Government Direct Obligations are issued by the United States Treasury and
include bills, notes, and bonds.
6
<PAGE>
- --Treasury bills are issued with maturities of up to one year. They are issued
in bearer form, are sold on a discount basis and are payable at par value at
maturity.
- --Treasury notes are longer-term interest-bearing obligations with original
maturities of one to seven years.
- --Treasury bonds are longer-term interest-bearing obligations with original
maturities of five to thirty years.
U.S. Government Agencies Securities--Certain federal agencies have been
established as instrumentalities of the United States government to supervise
and finance certain types of activities. These agencies include, but are not
limited to, the Bank for Cooperatives, Federal Land Banks, Federal Intermediate
Credit Banks, Federal Home Loan Banks, Federal National Mortgage Association,
Government National Mortgage Association, Export-Import Bank of the United
States and Tennessee Valley Authority. Issues of these agencies, while not
direct obligations of the United States government, are either backed by the
full faith and credit of the United States or are guaranteed by the Treasury or
supported by the issuing agenciesO right to borrow from the Treasury. There can
be no assurance that the United States government itself will pay interest and
principal on securities as to which it is not so legally obligated.
Certificates of Deposit (CDs)--A certificate of deposit is a negotiable
interest-bearing instrument with a specific maturity. CDs are issued by banks in
exchange for the deposit of funds and normally can be traded in the secondary
market, prior to maturity. The Fund will only invest in U.S. dollar denominated
CDs issued by U.S. banks with assets of $1 billion or more.
Commercial Paper--Commercial paper is the term used to designate unsecured
short-term promissory notes issued by corporations. Maturities on these issues
vary from a few days to nine months. Commercial paper may be purchased from U.S.
corporations.
Other Corporate Obligations--The Fund may purchase notes, bonds and debentures
issued by corporations if at the time of purchase there is less than 397 days
remaining until maturity or if they carry a variable or floating rate of
interest.
Repurchase Agreements--A repurchase agreement is a contractual agreement whereby
the seller of securities (U.S. government or Municipal Obligations) agrees to
repurchase the same security at a specified price on a future date agreed upon
by the parties. The agreed upon repurchase price determines the yield during the
Fund's holding period. Repurchase agreements are considered to be loans
collateralized by the underlying security that is the subject of the repurchase
contract. The Fund will only enter into repurchase agreements with dealers,
domestic banks or recognized financial institutions that in the opinion of
Nuveen Advisory represent minimal credit risk. The risk to the Fund is limited
to the ability of the issuer to pay the agreed upon repurchase price on the
delivery date; however, although the value of the underlying collateral at the
time the transaction is entered into always equals or exceeds the agreed upon
repurchase price, if the value of the collateral declines, there is a risk of
loss of both principal and interest. In the event of default, the collateral may
be sold but the Fund might incur a loss if the value of the collateral declines,
and might incur disposition costs or experience delays in connection with liq-
7
<PAGE>
uidating the collateral. In addition, if bankruptcy proceedings are commenced
with respect to the seller of the security, realization upon the collateral by
the Fund may be delayed or limited. Nuveen Advisory will monitor the value of
the collateral at the time the transaction is entered into and at all times
subsequent during the term of the repurchase agreement in an effort to determine
that the value always equals or exceeds the agreed upon repurchase price. In the
event the value of the collateral declines below the repurchase price, Nuveen
Advisory will demand additional collateral from the issuer to increase the value
of the collateral to at least that of the repurchase price.
Variable and Floating Rate Instruments--See description on page 4.
Ratings of Investments
The two highest ratings of Moody's for Municipal Obligations are Aaa and Aa.
Municipal Obligations rated Aaa are judged to be of the "best quality." The
rating of Aa is assigned to Municipal Obligations which are of "high quality by
all standards," but as to which margins of protection or other elements make
long-term risks appear somewhat larger than in Aaa rated Municipal Obligations.
The Aaa and Aa rated Municipal Obligations comprise what are generally known as
"high grade bonds." Moody's bond rating symbols may contain numerical modifiers
of a generic rating classification. The modifier 1 indicates that the bond ranks
at the high end of its category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
The two highest ratings of S&P for Municipal Obligations are AAA and AA.
Municipal Obligations rated AAA have an extremely strong capacity to pay
principal and interest. The rating of AA indicates that capacity to pay
principal and interest is very strong and such bonds differ from AAA issues only
in small degree.
The highest rating of Moody's and S&P for federally tax-exempt short-term loans
and notes is VMIG-1 or MIG-1 and SP-1, respectively. Obligations designated
VMIG-1 and MIG-1 are the best quality, enjoying strong protection from
established cash flows for their servicing or from established and broad-based
access to the market for refinancing, or both. The designation SP-1 indicates a
very strong or strong capacity to pay principal and interest.
The Fund's ability to purchase commercial paper of tax-exempt and corporate
issuers is limited to commercial paper rated Prime-1 by Moody's or A-1 by S&P.
The rating Prime-1 (P-1) is the highest commercial paper rating assigned by
Moody's. Issuers rated P-1 have a superior capacity for repayment of short-term
obligations normally evidenced by the following characteristics: leading market
positions in well-established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; well-established access to
a range of financial markets and assured sources of alternative liquidity. The
designation A-1 indicates that the degree of safety regarding timely payment is
very strong.
8
<PAGE>
MANAGEMENT
The management of the Fund, including general supervision of the duties
performed by Nuveen Advisory under the Investment Management Agreement, is the
responsibility of its Board of Directors. There are eight directors of the Fund,
two of whom are "interested persons" (as the term "interested persons" is
defined in the Investment Company Act of 1940) and six of whom are
"disinterested persons." The names and business addresses of the directors and
officers of the Fund and their principal occupations and other affiliations
during the past five years are set forth below, with those directors who are
"interested persons" of the Fund indicated by an asterisk.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Positions and Principal Occupations
Name and Address Age Offices with Fund During Past Five Years
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Timothy R. Schwertfeger 48 Chairman of the Board Chairman since July 1, 1996 of The John Nuveen Company,
333 West Wacker Drive and Director John Nuveen & Co. Incorporated, Nuveen Advisory Corp.
Chicago, IL 60606 and Nuveen Instututional Advisory Corp., prior thereto
Executive Vice President and Director of The John Nuveen
Company (since March 1992) and John Nuveen & Co.
Incorporated; Director of Nuveen Advisory Corp. (since
1992) and Nuveen Institutional Advisory Corp. (since
October 1992).
- ----------------------------------------------------------------------------------------------------------------------
Anthony T. Dean 52 President and President since July 1, 1996 of The John Nuveen Company,
333 West Wacker Drive Director John Nuveen & Co. Incorporated, Nuveen Advisory Corp.
Chicago, IL 60606 and Nuveen Institutional Advisory Corp.; prior thereto,
Executive Vice President and Director of The John Nuveen
Company (since March 1992), John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. (since October 1992)
and Nuveen Institutional Advisory Corp. (since October
1992).
- ----------------------------------------------------------------------------------------------------------------------
Robert P. Bremner 56 Director Private Investor and Management Consultant.
3725 Huntington Street, N.W.
Washington, D.C. 20015
- ----------------------------------------------------------------------------------------------------------------------
Lawrence H. Brown 62 Director Retired (August 1989) as Senior Vice President of
201 Michigan Avenue The Northern Trust Company
Highwood, IL 60040
- ----------------------------------------------------------------------------------------------------------------------
Anne E. Impellizerri 64 Director President and Chief Executive Officer of Blanton-Peale,
3 West 29th Street Institutes of Religion and Health (since December 1990).
New York, NY 10001
- ----------------------------------------------------------------------------------------------------------------------
Margaret K. Rosenheim 70 Director Helen Ross Professor of Social Welfare Policy, School of
969 East 60th Street Social Service Administration, University of Chicago.
Chicago, IL 60637
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
<S> <C> <C> <C>
Positions and Principal Occupations
Name and Address Age Offices with Fund During Past Five Years
- ------------------------------------------------------------------------------------------------------------------------------------
Peter R. Sawers 64 Director Adjunct Professor of Business and
22 The Landmark Economics, University of
Northfield, IL 60093 Dubuque, Iowa (since January 1991);
Adjunct Professor,
Lake Forest Graduate School of
Management, Lake Forest, Illinois
(since January 1992); prior
thereto, Executive Director, Towers
Perrin Australia (management
consultant); Chartered Financial
Analyst; Certified Management
Consultant.
- ------------------------------------------------------------------------------------------------------------------------------------
William J. Schneider 52 Director Senior Partner, Miller-Valentine
4000 Miller-Valentine Ct. Partners, Vice President,
P.O. Box 744 Miller-Valentine Realty, Inc.
Dayton, OH 45401
- ------------------------------------------------------------------------------------------------------------------------------------
Bruce P. Bedford 57 Executive Vice Executive Vice President of John
333 West Wacker Drive President Nuveen & Co. Incorporated,
Chicago, IL 60606 Nuveen Advisory Corp. and Nuveen
Institutional Advisory
Corp. (since January 1997); prior
thereto, Chairman and CEO of
Flagship Resources Inc. and
Flagship Financial Inc. and the
Flagship funds (since January 1985).
- ------------------------------------------------------------------------------------------------------------------------------------
Michael S. Davern 39 Vice President Vice President of Nuveen Advisory
One South Main Street Corp. (since January 1997); prior
Dayton, OH 45402 thereto, Vice President and
Portfolio Manager (since September
1991) of Flagship Financial.
- ------------------------------------------------------------------------------------------------------------------------------------
William M. Fitzgerald 33 Vice President Vice President of Nuveen Advisory
333 West Wacker Drive Corp. (since December 1995);
Chicago, IL 60606 Assistant Vice President of
Nuveen Advisory Corp.
(from September 1992 to December
1995), prior thereto Assistant
Portfolio Manager of Nuveen
Advisory Corp. (from June 1988 to
September 1992).
- ------------------------------------------------------------------------------------------------------------------------------------
Kathleen M. Flanagan 49 Vice President Vice President of John Nuveen & Co.
333 West Wacker Drive Incorporated
Chicago, IL 60606
- ------------------------------------------------------------------------------------------------------------------------------------
J. Thomas Futrell 41 Vice President Vice President of Nuveen Advisory
333 West Wacker Drive Corp.
Chicago, IL 60606
- ------------------------------------------------------------------------------------------------------------------------------------
Richard A. Huber 34 Vice President Vice President of Nuveen Advisory
One South Main Street Corp. (since January 1997); prior
Dayton, OH 45402 thereto, Vice President and
Portfolio Manager since August 1985)
of Flagship Financial.
- ------------------------------------------------------------------------------------------------------------------------------------
Steven J. Krupa 39 Vice President Vice President of Nuveen Advisory
333 West Wacker Drive Corp.
Chicago, IL 60606
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Positions and Principal Occupations
Name and Address Age Offices with Fund During Past Five Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Anna R. Kucinskis 51 Vice President Vice President of John Nuveen & Co. Incorporated.
333 West Wacker Drive
Chicago, IL 60606
- ------------------------------------------------------------------------------------------------------------------------------------
Larry W. Martin 45 Vice President and Vice President (since September 1992), Assistant Secretary
333 West Wacker Drive Assistant Secretary and Assistant General Counsel of John Nuveen & Co. Incor-
Incor-Chicago, IL 60606 porated; Vice President (since May 1993) and Assistant Secretary
of Nuveen Advisory Corp.; Vice President (since May 1993) and
Assistant Secretary (since January 1992) of Nuveen
Institutional Advisory Corp.; Assistant Secretary of The John
Nuveen Company (since February 1993).
- ------------------------------------------------------------------------------------------------------------------------------------
Edward F. Neild, IV 31 Vice President Vice President (since September 1996), previously Assistant
One South Main Street Vice President (since December 1993) of Nuveen Advisory
Dayton, OH 45402 Corp., Portfolio Manager prior thereto (since January 1992);
Vice President (since September 1996), previously Assistant Vice
President (since May 1995) of Nuveen Institutional Advisory
Corp., Portfolio Manager prior thereto (since January 1992).
- ------------------------------------------------------------------------------------------------------------------------------------
Walter K. Parker 48 Vice President Vice President of Nuveen Advisory Corp. (since January
One South Main Street 1997); prior thereto, Vice President and Portfolio Manager
Dayton, OH 45402 (since July 1994) of Flagship Financial; Portfolio Manager
and CIO Trust Investor (since 1983) for PNC Bank.
- ------------------------------------------------------------------------------------------------------------------------------------
O. Walter Renfftlen 57 Vice President and Vice President and Controller of The John Nuveen Com-
333 West Wacker Drive Controller pany (since March 1992), John Nuveen & Co. Incorporated,
Chicago, IL 60606 Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas C. Spalding, Jr. 45 Vice President Vice President of Nuveen Advisory Corp. and Nuveen Insti-
333 West Wacker Drive tutional Advisory Corp.; Chartered Financial Analyst.
Chicago, IL 60606
- ------------------------------------------------------------------------------------------------------------------------------------
H. William Stabenow 62 Vice President and Vice President and Treasurer of The John Nuveen Company
333 West Wacker Drive Treasurer (since March 1992), John Nuveen & Co. Incorporated,
Chicago, IL 60606 Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.
(since January 1992).
- ------------------------------------------------------------------------------------------------------------------------------------
Jan E. Terbruegen 41 Vice President Vice President Nuveen Advisory Corp. (since January 1997);
One South Main Street prior thereto, Vice President and Portfolio Manager (since
Dayton, OH 45402 January 1992) of Flagship Financial.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gifford R. Zimmerman 40 Vice President and Vice President (since September 1992), Assistant Secretary
333 West Wacker Drive Assistant Secretary and Assistant General Counsel of John Nuveen & Co. Incor-
Chicago, IL 60606 porated; Vice President (since May 1993) and Assistant Sec-
retary of Nuveen Advisory Corp.; Vice President (since May 1993)
and Assistant Secretary (since January 1992) of
Nuveen Institutional Advisory Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Anthony T. Dean, Timothy R. Schwertfeger and Margaret K. Rosenheim serve as
members of the Executive Committee of the Board of Directors. The Executive
Committee, which meets between regular meetings of the Board of Directors, is
authorized to exercise all of the powers of the Board of Directors.
The directors of the Fund are directors, or trustees, as the case may be, of 42
Nuveen open-end portfolios and Directors Dean, Schwertfeger, Brown,
Impellizzeri, Rosenheim and Sawers are also directors, or trustees, of 52 Nuveen
closed-end funds.
The following table sets forth compensation paid by the Nuveen Tax-Exempt Money
Market Fund, Inc. during the fiscal year ended February 28, 1997 to each of the
directors. The Nuveen Tax-Exempt Money Market Fund, Inc. has no retirement or
pension plans. The officers and directors affiliated with Nuveen serve without
any compensation from the Nuveen Tax-Exempt Money Market Fund, Inc.
<TABLE>
<CAPTION>
Total Compensation
Aggregate From the Fund
Compensation and Fund Complex
Name of Director from the Fund Paid to Directors
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Anthony T. Dean........................ $ 0 $ 0
Richard J. Franke*..................... 0 0
Timothy R. Schwertfeger................ 0 0
Robert P. Bremner...................... 0 0/(3)/
Lawrence H. Brown...................... 1,108 59,000
Anne E. Impellizzeri................... 1,108 59,000
Margaret K. Rosenheim.................. 1,514/(1)/ 66,815/(2)/
Peter R. Sawers........................ 1,108 59,000
William J. Schneider................... 0 0/(3)/
</TABLE>
* Mr. Franke retired as of June 30, 1996.
(1) Includes $168 in interest earned on deferred compensation from prior years.
(2) Includes $1,565 in interest earned on deferred compensation from prior
years.
(3) First payment was in April, 1997.
Directors who are not affiliated with Nuveen or Nuveen Advisory will receive a
$27,500 annual retainer for serving as a director of all open-end funds for
which Nuveen Advisory serves as investment adviser and a $1,000 fee per day plus
expenses for attendance at all meetings held on a day on which a regularly
scheduled Board meeting is held, a $1,000 fee per day plus expenses for
attendance in person or a $500 fee per day plus expenses for attendance by
telephone at a meeting held on a day on which no regular board meeting is held
and a $250 fee per day plus expenses for attendance in person or by telephone at
a meeting of the Executive Committee. The annual retainer, fees and expenses
will be allocated among the open-end funds on the basis of relative net assets.
The Fund requires no employees other than its officers, all of whom are
compensated by Nuveen.
12
<PAGE>
On April 7, 1997, the officers and directors of the Fund as a group owned less
than 1% of the outstanding shares of the Fund.
The following table sets forth the percentage of ownership of each person who as
of April 7, 1997 owns of record or is known by the Registrant to own of record
5% or more of the Fund. The Fund believes that none of these shares are owned
beneficially, but are held as agent for various accounts which are the
beneficial owners.
<TABLE>
<CAPTION>
Name of Fund Name and Address of Owner Percentage of Ownership
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Nuveen Tax-Exempt Money Market Fund The Chase Manhattan Bank, NA 24.43
2 Chase Plaza
Security Controlling Dept.
4th Floor
New York, NY 10081
BOB & Co. 6.50
Bank of Boston
Attn: Roberta Duhanel 45-02-08
150 Royall St.
Canton, MA 02021-10310
First Hawaiian Bank 5.66
FIDAC
Attn: Trust Investments
P.O. Box 3200
Honolulu, HI 96847-0001
JC Bradford & Co. 5.02
Money Funds Operations
Attn: Deborah Hornbuckle
330 Commerce St.
Nashville, TN 37201-1805
</TABLE>
INVESTMENT ADVISER AND INVESTMENT MANAGEMENT AGREEMENT
Nuveen Advisory acts as investment adviser for the Fund and in such capacity
manages the investment and reinvestment of the assets of the Fund. Nuveen
Advisory also administers the Fund's business affairs, provides office
facilities and equipment and certain clerical, bookkeeping and administrative
services, and permits any of its officers or employees to serve without
compensation as directors or officers of the Fund if elected to such positions.
See "Management of the Fund" in the Prospectus.
Nuveen Advisory is paid an annual management fee in an amount equal to .4 of 1%
of the first $500 million of average daily net assets, .375 of 1% of the next
$500 million, .35 of 1% of the next $1 billion, and .325 of 1% of average daily
net assets over $2 billion. The management fee will be reduced or Nuveen
Advisory will assume certain Fund expenses in an amount necessary to prevent the
Fund's total expenses in any fiscal year from exceeding .45 of 1% of the average
daily net asset value of the Fund. The management fee for fiscal years ended
February 28, 1997, February 29, 1996 and February 28, 1995 amounted to
$2,136,925, $2,645,505 and $3,225,810, respectively. As discussed
13
<PAGE>
in the Prospectus, subject to the expense limitations of the Investment
Management Agreement, the Fund is responsible for payment of certain of the
costs and expenses of its operations.
Nuveen Advisory is a wholly-owned subsidiary of John Nuveen & Co. Incorporated
("Nuveen"), the Fund's principal underwriter. In 1961, Nuveen began sponsoring
the Nuveen Tax-Exempt Unit Trust and since that time has issued more than $36
billion in tax-exempt unit trusts, including over $12 billion in tax-exempt
insured unit trusts. In addition, the Nuveen open-end and closed-end funds held
approximately $36 billion in securities under management as of the date of this
Statement. Over 1,000,000 individuals have invested to date in Nuveen's funds
and trusts. Founded in1898, 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 in St. Paul, Minnesota, and is principally engaged
in providing property-liability insurance through subsidiaries.
Nuveen Advisory's portfolio managers call upon the resources of Nuveen's
Research Department. The Nuveen Research Department reviews more than $100
billion in municipal bonds every year.
The Fund, the other Nuveen funds, Nuveen Advisory, and other related entities
have adopted a code of ethics which essentially prohibits all Nuveen fund
management personnel, including Nuveen fund portfolio managers, from engaging in
personal investments which compete or interfere with, or attempt to take
advantage of, a Fund's anticipated or actual portfolio transactions, and is
designed to assure that the interest of Fund shareholders is placed before the
interest of Nuveen personnel in connection with personal investment
transactions.
PORTFOLIO TRANSACTIONS
Nuveen Advisory, in effecting purchases and sales of portfolio securities for
the account of the Fund, will place orders in such manner as, in the opinion of
management, will offer the best price and market for the execution of each
transaction. Portfolio securities will normally be purchased directly from an
underwriter or in the over-the-counter market from the principal dealers in such
securities, unless it appears that a better price or execution may be obtained
elsewhere. Portfolio securities will not be purchased from Nuveen or its
affiliates except in compliance with the Investment Company Act of 1940.
The Fund since its inception has effected all portfolio transactions on a
principal (as opposed to an agency) basis and, accordingly, has not paid any
brokerage commissions. Purchases from underwriters include a commission or
concession paid by the issuer to the underwriter, and purchases from dealers
include the spread between the bid and asked price. Given the best price and
execution obtainable, it is the practice of the Fund to select dealers which, in
addition, furnish research information (primarily credit analyses of issuers)
and statistical and other services to Nuveen Advisory. It is not possible to
place a dollar value on information and statistical and other services received
from dealers. Since it is only supplementary to Nuveen Advisory's own research
efforts, the receipt of research information is not
14
<PAGE>
expected to reduce significantly Nuveen Advisory's expenses. Any research
benefits obtained are available to all Nuveen Advisory's other clients. While
Nuveen Advisory will be primarily responsible for the placement of the Fund's
business, the policies and practices of Nuveen Advisory in this regard must be
consistent with the foregoing and will, at all times, be subject to review by
the Board of Directors of the Fund.
Nuveen Advisory reserves the right to, and does, manage other investment
accounts and investment companies for other clients which may have investment
objectives similar to the Fund. Subject to applicable laws and regulations,
Nuveen Advisory will attempt to allocate equitably portfolio transactions among
the Fund and the portfolios of its other clients purchasing securities whenever
decisions are made to purchase or sell securities by the Fund and one or more of
such other clients simultaneously. In making such allocations the main factors
to be considered will be the respective investment objectives of the Fund and
such other clients, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment by the Fund and
such other clients, the size of investment commitments generally held by the
Fund and such other clients and opinions of the persons responsible for
recommending investments to the Fund and such other clients.
While this procedure could have a detrimental effect on the price or amount of
the securities available to the Fund from time to time, it is the opinion of the
Fund's Board of Directors that the benefits available from Nuveen Advisory's
organization will outweigh any disadvantage that may arise from exposure to
simultaneous transactions.
Under the Investment Company Act of 1940, the Fund may not purchase portfolio
securities from any underwriting syndicate of which Nuveen is a member except
under certain limited conditions set forth in Rule 10f-3. The Rule sets forth
requirements relating to, among other things, the terms of an issue of Municipal
Obligations purchased by the Fund, the amount of Municipal Obligations which may
be purchased in any one issue and the assets of the Fund which may be invested
in a particular issue. In addition, purchases of securities made pursuant to the
terms of the Rule must be approved at least quarterly by the Board of Directors
of the Fund, including a majority of the members thereof who are not interested
persons of the Fund.
NET ASSET VALUE
As stated in the Prospectus, the net asset value of the shares of the Fund will
be determined by The Chase Manhattan Bank, the Fund's custodian, as of 12:00
noon, Eastern Time, (1) on each day on which the Federal Reserve Bank of Boston
is normally open and (2) on any day during which there is sufficient degree of
trading in the Fund's portfolio securities that the current net asset value of
the Fund shares might be materially affected by such changes in the value of the
portfolio securities. The Federal Reserve Bank of Boston is not open and the
Fund will similarly not be open on New Year's Day, Martin Luther King's
Birthday, Washington's Birthday, Good Friday, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and Christmas Day. It
is possible that changing circumstances during the year will result in addition
or deletions to the above lists. The net asset value per share will be computed
by dividing the value of the portfolio securities held by the Fund, plus cash or
other assets, less liabilities, by the total number of shares outstanding at
such time.
15
<PAGE>
AMORTIZED COST VALUATION
As stated in the Prospectus, the Fund will seek to maintain a net asset value of
$1.00 per share. In this connection, the Fund values its portfolio securities at
their amortized cost, as permitted by the Securities and Exchange Commission
(the "Commission") under Rule 2a-7 under the Investment Company Act of 1940.
This method does not take into account unrealized securities gains or losses. It
involves valuing an instrument at its cost on the date of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium. While this method provides certainty in valuation, it may result in
periods during which the value of an investment, as determined by amortized
cost, is higher or lower than the price the Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily yield on
shares of the Fund may tend to be higher than a like computation made by a fund
with identical investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio instruments.
Thus, if the use of the amortized cost method by the Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in the
Fund would be able to obtain a somewhat higher yield than would result from an
investment in a fund utilizing solely market values, and existing investors in
the Fund would receive less investment income. The converse would apply in a
period of rising interest rates.
The Fund, as a condition to the use of amortized cost and the maintenance of its
per share net asset value of $1.00, must maintain a dollar-weighted average
portfolio maturity of 90 days or less, only purchase instruments having
remaining maturities of 397 days or less, and invest only in securities
determined to be of high quality with minimal credit risks. The Fund may invest
in variable and floating rate instruments even if they carry stated maturities
in excess of 397 days, upon certain conditions contained in rules and
regulations issued by the Securities and Exchange Commission under the
Investment Company Act of 1940, but will do so only if there is a secondary
market for such instruments or if they carry demand features, permissible under
rules of the Commission for money market funds, to recover the full principal
amount thereof upon specified notice at par, or both.
The Board of Directors, pursuant to Rule 2a-7, has established procedures
designed to stabilize, to the extent reasonably possible, the Fund's price per
share as computed for the purpose of sales and redemptions at $1.00. Such
procedures will include review of the Fund's portfolio holdings by the Board of
Directors, at such intervals as it may deem appropriate, to determine whether
the net asset value calculated by using available market quotations or market
equivalents deviates from $1.00 per share based on amortized cost. Market
quotations and market equivalents used in such review may be obtained from a
pricing agent approved by the Board of Directors. The Board has selected Nuveen
Advisory to act as pricing agent, but in the future may select an independent
pricing service to perform this function. In serving as pricing agent, Nuveen
Advisory will follow guidelines adopted by the Board, and the Board will monitor
Nuveen Advisory to see that the guidelines are followed. The pricing agent will
value the Fund's investment based on methods which include consideration of:
yield or prices of municipal obligations of comparable quality, coupon,
maturity, and type; indications as to values from dealers; and general market
conditions. The pricing agent may employ electronic data processing techniques
and/or a matrix system to determine valuations. The extent of any deviation
between the Fund's net asset value based on the pricing agent's market valuation
and $1.00 per share based on amortized cost will be examined by the Board of
Directors. If such deviation exceeds 1\2 of 1%, the Board of Directors will
promptly
16
<PAGE>
consider what action, if any, will be initiated. In the event the Board of
Directors determines that a deviation exists which may result in material
dilution or other unfair results to investors or existing shareholders, it has
agreed to take such corrective action as it regards as necessary and
appropriate, including the sale of portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends or payment of distributions from capital or capital gains;
redemption of shares in kind; or establishing a net asset value per share by
using available market quotations.
TAX MATTERS
Federal Income Tax Matters
The following discussion of federal income tax matters is based upon the advice
of Fried, Frank, Harris, Shriver and Jacobson, Washington, D.C., counsel to the
Fund.
As described in the Prospectus, the Fund intends to qualify, as it has in prior
years, under Subchapter M of the Internal Revenue Code of 1986, as amended, (the
"Code"), for tax treatment as a regulated investment company. In order to
qualify as a regulated investment company, the Fund must satisfy certain
requirements relating to the source of its income, diversification of its
assets, and distributions of its income to shareholders. First, the Fund must
derive at least 90% of its annual gross income (including tax-exempt interest)
from dividends, interest, payments with respect to securities loans, gains from
the sale or other disposition of stock or securities, foreign currencies or
other income (including but not limited to gains from options and futures)
derived with respect to its business of investing in such stock or securities
(the "90% gross income test"). Second, the Fund must derive less than 30% of its
annual gross income from the sale or other disposition of any of the following
which was held for less then three months: (i) stock or securities and (ii)
certain options, futures, or forward contracts (the "short-short test"). Third,
the Fund must diversify its holdings so that, at the close of each quarter of
its taxable year, (i) at least 50% of the value of its total assets is comprised
of cash, cash items, United States Government securities, securities of other
regulated investment companies and other securities limited in respect of any
one issuer to an amount not greater in value than 5% of the value of the Fund's
total assets and to not more than 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of the total assets it
invested in the securities of any one issuer (other than United States
Government securities and securities of other regulated investment companies) or
two or more issuers controlled by the Fund and engaged in the same, similar or
related trades or businesses.
As a regulated investment company, the Fund will not be subject to federal
income tax in any taxable year for which it distributes at least 90% of the sum
of (i) its "investment company taxable income" (which includes dividends,
taxable interest, taxable original issue discount and market discount income,
income from securities lending, net short-term capital gain in excess of long-
term capital loss, and any other taxable income other than "net capital gain"
(as defined below) and is reduced by deductible expenses) and (ii) its "net tax-
exempt interest" (the excess of its gross tax-exempt interest income over
certain disallowed deductions).
The Fund also intends to satisfy conditions (including requirements as to the
proportion of its assets
17
<PAGE>
invested in Municipal Obligations) which will enable it to designate
distributions from the interest income generated by its investment in Municipal
Obligations, which is exempt from regular federal income tax when received by
the Fund, as Exempt Interest Dividends. Shareholders receiving Exempt Interest
Dividends will not be subject to federal income tax on the amount of such
dividends.
Distributions by the Fund of net interest income received from certain taxable
temporary investments (such as certificates of deposit, commercial paper and
obligations of the United States Government, its agencies and instrumentalities)
and net short-term capital gains realized by the Fund, if any, will be taxable
to shareholders as ordinary income whether received in cash or additional
shares. If the Fund purchases a Municipal Obligation at a market discount, any
gain realized by the Fund upon the sale or redemption of the Municipal
Obligation will be treated as taxable interest income to the extent such gain
does not exceed the market discount, and any gain realized in excess of the
market discount will be treated as capital gains. Any net long-term capital
gains realized by the Fund and distributed to shareholders in cash or in
additional shares will be taxable to shareholders as long-term capital gains
regardless of the length of time investors have owned shares of the Fund. The
Fund does not expect to realize significant long-term capital gains. Because the
taxable portion of the Fund's investment income consists primarily of interest,
none of its dividends, whether or not treated as exempt-interest dividends, is
expected to qualify under the Internal Revenue Code for the dividends received
deductions for corporations.
If the Fund has both tax-exempt and taxable income, it will use the "average
annual" method for determining the designated percentage that is taxable income
and designate the use of such method within 60 days after the end of the Fund's
taxable year. Under this method, one designated percentage is applied uniformly
to all distributions made during the Fund's taxable year. The percentage of
income designated as tax-exempt for any particular distribution may be
substantially different from the percentage of the Fund's income that was tax-
exempt during the period covered by the distribution.
Although dividends generally will be treated as distributed when paid, dividends
declared in October, November or December, payable to shareholders of record on
a specified date in one of those months and paid during the following January,
will be treated as having been distributed by the Fund (and received by the
shareholders) on December 31.
The redemption or exchange of the shares of the Fund is not expected to result
in capital gain or loss to the shareholders because the Fund's net asset value
is expected to remain constant at $1.00 per share. To the extent that the Fund's
net asset value is greater or lesser than $1.00 per share, redemptions or
exchanges may result in capital gain or loss to the shareholder.
In order to avoid a 4% federal excise tax, the Fund must distribute or be deemed
to have distributed by December 31 of each calendar year at least 98% of its
taxable ordinary income for such year, at least 98% of the excess of its
realized capital gains over its realized capital losses (generally computed on
the basis of the one-year period ending on October 31 of such year) and 100% of
any taxable ordinary income and the excess of realized capital gains over
realized capital losses for the prior year that was not distributed during such
year and on which the Fund paid no federal income tax. The Fund intends to
18
<PAGE>
make timely distributions in compliance with these requirements and consequently
it is anticipated that it generally will not be required to pay the excise tax.
If in any year the Fund should fail to qualify under Subchapter M for tax
treatment as a regulated investment company, the Fund would incur a regular
corporate federal income tax upon its income for that year, other than interest
income from Municipal Obligations, and distributions to its shareholders out of
net interest income from Municipal Obligations or other investments, or out of
net capital gains, would be taxable to shareholders as ordinary dividend income
for federal income tax purposes to the extent of the Fund's available earnings
and profits.
Among the requirements that the Fund must meet in order to qualify under
Subchapter M in any year is that less than 30% of its gross income must be
derived from the sale or other disposition of securities held for less than
three months.
As stated in the Prospectus under "Taxes," the Fund may invest in the type of
private activity bonds, the interest on which is not federally tax-exempt to
persons who are "substantial users" of the facilities financed by such bonds or
"related persons" of such "substantial users." Accordingly, the Fund may not be
an appropriate investment for shareholders who are considered either a
"substantial user" or a "related person" within the meaning of the Code. In
general, a "substantial user" of a facility financed from the proceeds of
private activity bonds includes a "non-exempt person who regularly uses a part
of such facility in his trade or business." "Related persons" are in general
defined to include persons among whom there exists a relationship, either by
family or business, which would result in a disallowance of losses in
transactions among them under various provisions of the Code (or if they are
members of the same controlled group of corporations under the Code). For
certain private activity bonds, this includes a partnership and each of its
partners (including their spouses and minor children) and an S corporation and
each of its shareholders (and their spouses and minor children). Various
combinations of these relationships may also constitute "related persons" under
the Code. The foregoing is not a complete statement of all of the provisions of
the Code covering the definitions of "substantial user" and "related person."
For additional information, investors should consult their tax advisers before
investing in the Fund.
Federal tax law imposes an alternative minimum tax with respect to both
corporations and individuals. Interest on certain Municipal Obligations, such as
bonds issued to make loans for housing purposes or to private entities (but not
for certain tax-exempt organizations such as universities and non-profit
hospitals), is included as an item of tax preference in determining the amount
of a taxpayer's alternative minimum taxable income. To the extent that the Fund
receives income from Municipal Obligations subject to the alternative minimum
tax, a portion of the dividends paid by it, although otherwise exempt from
federal income tax, will be taxable to shareholders to the extent that their tax
liability is determined under the alternative minimum tax regime. The Fund will
annually supply shareholders with a report indicating the percentage of Fund
income attributable to Municipal Obligations subject to the federal alternative
minimum tax.
In addition, the alternative minimum taxable income for corporations is
increased by 75% of the difference between an alternative measure of income
("adjusted current earnings") and the amount otherwise determined to be the
alternative minimum taxable income. Interest on all Municipal Obligations, and
19
<PAGE>
therefore all distributions by the Fund that would otherwise be tax-exempt, is
included in calculating the alternative measures of a corporation's taxable
income.
Individuals whose "modified income" exceeds a base amount will be subject to
Federal income tax on up to one-half of their social security or railroad
retirement benefits. Modified income currently includes adjusted gross income,
one-half of social security benefits and tax-exempt interest, including exempt-
interest dividends from the Fund. Individuals whose modified income exceeds the
adjusted base amount are required to include in gross income up to 85% of their
social security benefits.
The Code provides that interest on indebtedness incurred or continued to
purchase or carry shares of the Fund is not deductible. Under rules used by the
IRS for determining when borrowed funds are considered used for the purpose of
purchasing or carrying particular assets, the purchase of shares of a Fund may
be considered to have been made with borrowed funds even though such funds are
not directly traceable to the purchase of shares.
The Fund is required in certain circumstances to withhold 31% of taxable
dividends and certain other payments paid to non-corporate holders of shares who
have not furnished to the Fund their correct taxpayer identification number (in
the case of individuals, their social security number) and certain certificates,
or who are otherwise subject to back-up withholding.
The foregoing is a general and abbreviated summary of the provisions of the Code
and Treasury Regulations presently in effect as they directly govern the
taxation of the Fund and its shareholders. For complete provisions, reference
should be made to the pertinent Code sections and Treasury Regulations. The Code
and Treasury Regulations are subject to change by legislative or administrative
action, and any such change may be retroactive with respect to Fund
transactions. Shareholders are advised to consult their own tax advisers for
more detailed information concerning the federal taxation of the Fund and the
income tax consequences to its shareholders.
State and Local Tax Aspects. The exemption from federal income tax for
distributions of interest income from Municipal Obligations which are designated
exempt interest dividends will not necessarily result in exemption under the
income or other tax laws of any state or local taxing authority. The laws of the
several states and local taxing authorities vary with respect to the taxation of
such distributions, and shareholders of the Fund are advised to consult their
own tax advisers in that regard.
PRINCIPAL UNDERWRITER AND DISTRIBUTOR
Nuveen acts as the principal underwriter or distributor of Fund shares. Shares
of the Fund are offered on a continuous basis at net asset value without a sales
charge. Nuveen has agreed to pay sales and promotion expenses in connection with
the offering of Fund shares, including the cost of printing and distributing
prospectuses (except expenses of preparing, printing and distributing
prospectuses to existing shareholders and governmental agencies) and advertising
and sales literature expense. Expenses incurred in registering the Fund and its
shares under federal and state securities laws will be paid by the Fund.
20
<PAGE>
YIELD INFORMATION
As explained in the Prospectus, the historical performance of the Fund may be
expressed in terms of "yield" or "effective yield." The Fund's yield and
effective yield for the seven-day period ended February 28, 1997 were 3.02% and
3.07%, respectively. These measures of performance are described below.
Yield is computed in accordance with a standard method prescribed by rules of
the Securities and Exchange Commission. Under that method, current yield is
based on a seven-day period and is computed as follows: the Fund's net
investment income per share for the period is divided by the price per share
(expected to remain constant at $1.00) at the beginning of the period, the
result (the "base period return") is divided by 7 and multiplied by 365, and the
resulting figure is carried to the nearest hundredth of one percent. For the
purpose of this calculation, the Fund's net investment income per share includes
its accrued interest income plus or minus amortized purchase discount or premium
less accrued expenses, but does not include realized capital gains or losses or
unrealized appreciation or depreciation of investments.
The Fund's effective yield is calculated by taking the base period return
(computed as described above) and calculating the effect of assumed compounding.
The formula for effective yield is: (base period return + 1)/365/7/ - 1.
The Fund's yield will fluctuate, and the publication of annualized yield
quotations is not a representation of what an investment in the Fund will
actually yield for any given future period. Actual yields will depend not only
on changes in interest rates on money market instruments during the period in
question, but also on such matters as the Fund's expenses.
In reports or other communications to shareholders or in advertising and sales
literature, the Fund may compare its performance to that of other money market
mutual funds tracked by Lipper Analytical Services, Inc. ("Lipper"), by
Donoghue's Money Fund Report ("Donoghue's") or similar services or by financial
publications such as Barron's, Changing Times, Forbes and Money Magazine.
Performance comparisons by these indexes, services or publications may rank
mutual funds over different periods of time by means of aggregate, average,
year-by-year or other types of performance figures. Lipper ranks mutual funds by
overall performance, investment objectives, and assets and assumes the
reinvestment of dividends for the period covered. Donoghue's ranks investment
results according to total return (annualized results net of management fees and
expenses) and presents one year results as effective annual yields assuming
reinvestment of dividends. Any given performance quotation or performance
comparison should not be considered as representative of the Fund's performance
for any future period.
A comparison of tax-exempt and taxable equivalent yields is one element to
consider in making an investment decision. The Fund may from time to time in its
advertising and sales materials compare its then current yields as of a recent
date with the yields on taxable investments such as corporate or U.S. Government
bonds and bank CDs or money market accounts, each of which has investment
characteristics that may differ from those of the Fund. U.S. Government bonds,
for example, are backed by the full faith and credit of the U.S. Government, and
bank CDs and money market accounts are insured by an agency of the federal
government.
21
<PAGE>
The following table shows the effects for individuals of federal income taxes on
the amount that those subject to a given tax rate would have to put into a tax-
free investment in order to generate the same after-tax income as a taxable
investment.*
Read down to find the amount of a tax-free investment at the specified rate
that would provide the same after-tax income as a $50,000 taxable
investment at the stated taxable rate.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00%
Taxable Tax-Free Tax-Free Tax-Free Tax-Free Tax-Free Tax-Free Tax-Free
====================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
3.00% $ 51,750 $41,400 $34,500 $29,571 $25,875 $23,000 $20,700
- ------------------------------------------------------------------------------------
4.00% $ 69,000 $55,200 $46,000 $39,429 $34,500 $30,667 $27,600
- ------------------------------------------------------------------------------------
5.00% $ 86,250 $69,000 $57,500 $49,286 $43,125 $38,333 $34,500
- ------------------------------------------------------------------------------------
6.00% $103,500 $82,800 $69,000 $59,143 $51,750 $46,000 $41,400
- ------------------------------------------------------------------------------------
7.00% $120,750 $96,600 $80,500 $69,000 $60,375 $53,667 $48,300
- ------------------------------------------------------------------------------------
*The dollar amounts in the table reflect a 31% federal income tax rate.
</TABLE>
This table is for illustrative purposes only and is not intended to predict the
actual return you might earn on your investment. The Fund occasionally may
advertise its performance in similar tables using a different current tax rate
than that shown here. The tax rate shown here may be higher or lower than your
actual tax rate; a higher tax rate would tend to make the dollar amounts in the
table lower, while a lower tax rate would make the amounts higher. You should
consult your tax adviser to determine your actual tax rate.
INDEPENDENT PUBLIC ACCOUNTANTS AND CUSTODIAN
Arthur Andersen LLP independent public accountants, 33 West Monroe Street,
Chicago, Illinois 60603 have been selected as auditors for the Fund. In addition
to audit services, Arthur Andersen LLP provides consultation and assistance on
accounting, internal control, tax and related matters. The financial statements
of the Fund and the information set forth under "Financial Highlights" are
included in the Prospectus and have been audited by Arthur Andersen LLP as
indicated in their report with respect thereto, and are included in reliance
upon the authority of said firm as experts in giving said report.
The custodian of the Fund's assets is The Chase Manhattan Bank, 4 New York
Plaza, New York, NY 10004.
22
<PAGE>
PART C--OTHER INFORMATION
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
333 West Wacker Drive
Chicago, Illinois 60606
<PAGE>
PART C--OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
Financial information included in the Prospectus:
Financial Highlights
Portfolio of Investments, February 28, 1997
Statement of Net Assets, February 28, 1997
Statement of Operations, Year Ended February 28, 1997
Statements of Changes in Net Assets, Years Ended February 28, 1997 and
February 29, 1996
Report of Independent Public Accountants, dated April 11, 1997
(b) Exhibits
<TABLE>
<S> <C>
1. Articles of Incorporation of Registrant, as amended and as currently in effect.
Filed as Exhibit 1 to Post-Effective Amendment No. 5 to Registrant's Registra-
tion Statement on Form N-1A (File No. 2-70520) and are incorporated herein by
reference thereto.
2. By-Laws of Registrant as currently in effect. Filed as Exhibit 2 to Post-Effec-
tive Amendment No. 9 to Registrant's Statement on Form N-1A (File No. 2-70520)
and are incorporated herein by reference thereto.
3. Not applicable.
4. Specimen certificate of shares of Capital Stock of Registrant. Filed as Exhibit
4 to Post-Effective Amendment No. 11 to Registrant's Registration Statement on
Form N-1A (File No. 2-70520) and is incorporated herein by reference thereto.
5(a). Investment Management Agreement between Registrant and Nuveen Advisory Corp.
dated May 1, 1988. Filed as Exhibit 5(a) to Post-Effective Amendment No. 16 to
Registrant's Registration Statement on Form N-1A (File No. 2-70520) and is in-
corporated herein by reference thereto.
(b). Renewal, dated May 7, 1996, of Investment Management Agreement.
6(a). Distribution Agreement between Registrant and John Nuveen & Co. Incorporated,
dated April 30, 1982. Filed as Exhibit 6(a) to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A (File No. 2-70520) and is in-
corporated herein by reference thereto.
(b). Renewal, dated July 26, 1996, of Distribution Agreement.
7. Not applicable.
8(a). Custody Agreement, dated October 1, 1993, between Registrant and United States
Trust Company of New York. Filed as Exhibit 8(a) to Post-Effective Amendment No.
15 to Registrant's Registration Statement on Form N-1A (File No. 2-70520) and is
incorporated herein by reference thereto.
</TABLE>
C-1
<PAGE>
<TABLE>
<S> <C>
8(b). Letter evidencing assignment of U.S. Trust Company of New York's rights and re-
sponsibilities under the Custody Agreement to The Chase Manhattan Bank and is
incorporated herein by reference thereto.
9. Transfer Agency Agreement between Registrant and Shareholder Services, Inc.
dated December 19, 1994. Filed as Exhibit 9 to Post-Effective Amendment No. 16
to Registrant's Registration Statement on Form N-1A (File No. 2-70520) and is
incorporated herein by reference thereto.
9(a). Amendment No. 1 to Transfer Agency Agreement dated July 1, 1996.
10. Opinion of Fried, Frank, Harris, Shriver & Jacobson.
11. Consent of Independent Public Accountants.
12. Not applicable.
13. Not applicable.
14. Not applicable.
15. Not applicable.
16. Schedule of Computation of Yield Figures.
17. Financial Data Schedule.
18. Not applicable.
99(a). Agreement for a Money Market Fund Insurance Program. Filed as Exhibit 18 to
Post-Effective Amendment No. 8 to Registrant's Registration Statement on Form N-
1A (File No. 2-70520) and is incorporated herein by reference thereto.
99(b). Certified copy of resolution of Board of Directors authorizing the signing of
the names of directors and officers on the Registration Statement pursuant to
power of attorney.
99(c). Original Powers of Attorney for all of Registrant's Directors authorizing, among
others, Gifford R. Zimmerman and Larry W. Martin to execute the Registration
Statement.
99(d). Code of Ethics and Reporting Requirements. Filed as Exhibit 99(d) to Post-Effec-
tive Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File
No. 2-70520) and is incorporated herein by reference thereto.
</TABLE>
ITEM 25: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26: NUMBER OF HOLDERS OF SECURITIES
As of April 7, 1997:
<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
<S> <C>
Common Stock ($.01 par value).................... 3,897
</TABLE>
C-2
<PAGE>
ITEM 27: INDEMNIFICATION
Section 2-418 of the General Corporation Law of Maryland provides for indemni-
fication of officers and directors. Article NINTH of the Articles of Incorpo-
ration of Registrant provides as follows:
NINTH: To the maximum extent permitted by the General Corporation Law of
the State of Maryland, as from time to time amended, the Corporation shall
indemnify its currently acting and its former directors, officers, employ-
ees and agents, and those persons who, at the request of the Corporation
serve or have served another corporation, partnership, joint venture, trust
or other enterprise in one or more such capacities. The indemnification
provided for herein shall not be deemed exclusive of any other rights to
which those seeking indemnification may otherwise be entitled.
Expenses (including attorneys' fees) incurred in defending a civil or crim-
inal action, suit or proceeding (including costs connected with the prepa-
ration of a settlement) may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding, if authorized by the
Board of Directors in the specific case, upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay that
amount of the advance which exceeds the amount which it is ultimately de-
termined that he is entitled to receive from the Corporation by reason of
indemnification as authorized herein; provided, however, that prior to mak-
ing any such advance at least one of the following conditions shall have
been met: (1) the indemnitee shall provide a security for his undertaking,
(2) the Corporation shall be insured against losses arising by reason of
any lawful advances, or (3) a majority of a quorum of the disinterested,
non-party directors of the Corporation, or an independent legal counsel in
written opinion, shall determine, based on a review of readily available
facts, that there is reason to believe that the indemnitee ultimately will
be found and entitled to indemnification.
Nothing in these Articles of Incorporation or in the By-Laws shall be
deemed to protect or provide indemnification to any director or officer of
the Corporation against any liability to the Corporation or to its security
holders to which he would otherwise be subject by reason of willful misfea-
sance, bad faith, gross negligence or reckless disregard of the duties in-
volved in the conduct of his office ("disabling conduct"), and the Corpora-
tion shall not indemnify any of its officers or directors against any lia-
bility to the Corporation or to its security holders unless a determination
shall have been made in the manner provided hereafter that such liability
has not arisen from such officer's or director's disabling conduct. A de-
termination that an officer or director is entitled to indemnification
shall have been properly made if it is based upon (1) a final decision on
the merits by a court or other body before whom the proceeding was brought
that the person to be indemnified ("indemnitee") was not liable by reason
of disabling conduct or, (2) in the absence of such a decision, a reason-
able determination, based upon a review of the facts, that the indemnitee
was not liable by reason of disabling conduct, by (a) the vote of a major-
ity of a quorum of directors who are neither "interested persons" of the
Corporation as defined in the Investment Company Act of 1940 nor parties to
the proceeding, or (b) an independent legal counsel in a written opinion.
-----------------
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to the officers, directors or controlling persons of the
Registrant pursuant to the Articles of Incorporation of the Registrant or
otherwise, the Registrant has been advised that in the opinion of the
Securities
C-3
<PAGE>
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by an officer or director or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such officer, director or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The directors and officers of the Registrant (and of the other management
investment companies for which Nuveen Advisory Corp. serves as investment
adviser) are covered by an Investment Trust Errors and Omissions policy in the
aggregate amount of $20,000,000 (with a maximum deductible of $500,000) against
liability and expenses of claims of wrongful acts arising out of their position
with the Registrant (and such other companies), except for matters which
involve willful acts, bad faith, gross negligence and willful disregard of duty
(i.e., where the insured did not act in good faith for a purpose he or she
reasonably believed to be in the best interest of the applicable investment
company or where he or she had reasonable cause to believe this conduct was
unlawful).
ITEM 28: BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Nuveen Advisory Corp. serves as investment adviser to the following open-end
management type investment companies: Nuveen Flagship Multistate Trust I,
Nuveen Flagship Multistate Trust II, Nuveen Flagship Multistate Trust III,
Nuveen Flagship Multistate Trust IV, Nuveen Flagship Municipal Trust, Flagship
Admiral Funds Inc., Nuveen California Tax-Free Fund, Inc., Nuveen Tax-Free
Money Market Fund, Inc., Nuveen Tax-Exempt Money Market Fund, Inc., and Nuveen
Tax-Free Reserves, Inc. It also serves as investment adviser to the following
closed-end management investment companies: Nuveen Municipal Value Fund, Inc.,
Nuveen California Municipal Value Fund, Inc., Nuveen New York Municipal Value
Fund, Inc., Nuveen Municipal Income Fund, Inc., Nuveen Premium Income Municipal
Fund, Inc., Nuveen Performance Plus Municipal Fund, Inc., Nuveen California
Performance Plus Municipal Fund, Inc., Nuveen New York Performance Plus
Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal
Market Opportunity Fund, Inc., Nuveen California Municipal Market Opportunity
Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen California
Investment Quality Municipal Fund, Inc., Nuveen New York Investment Quality
Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc., Nuveen
Florida Investment Quality Municipal Fund, Nuveen New Jersey Investment Quality
Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality Municipal Fund,
Nuveen Select Quality Municipal Fund, Inc., Nuveen California Select Quality
Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund, Inc.,
Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund, Nuveen
Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen
California Quality Income Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen
Premier Insured Municipal Income Fund, Inc., Nuveen Premium Income Municipal
Fund 2, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Insured New York Premium Income Municipal Fund, Inc., Nuveen Select
C-4
<PAGE>
Maturities Municipal Fund, Nuveen Arizona Premium Income Municipal Fund, Inc.,
Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Michigan Premium
Income Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund,
Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Pennsylvania Premium Income
Municipal Fund 2, Nuveen Maryland Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Virginia Premium Income
Municipal Fund, Nuveen Washington Premium Income Municipal Fund, Nuveen
Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium Income
Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen North
Carolina Premium Income Municipal Fund, Nuveen California Premium Income
Municipal Fund and Nuveen Insured Premium Income Municipal Fund 2. Nuveen
Advisory Corp. has no other clients or business at the present time. The
principal business address for all of these investment companies is 333 West
Wacker Drive, Chicago, Illinois, 60606.
For a description of other business, profession, vocation or employment of a
substantial nature in which any director or officer, other than Timothy R.
Schwertfeger and Anthony T. Dean, of the investment adviser has engaged during
the last two years for his account or in the capacity of director, officer, em-
ployee, partner or trustee, see the descriptions under "Management" in the
Statement of Additional Information.
Timothy R. Schwenfeger is Chairman and Director of Nuveen Advisory Corp., the
investment adviser. Mr. Schwenfeger has, during the last two years, been Chair-
man and formerly Executive Vice President and Director of the John Nuveen Com-
pany, John Nuveen & Co. Incorporated, and Nuveen Institutional Advisory Corp.
Anthony T. Dean is President and Director of Nuveen Advisory Corp., the invest-
ment adviser. Mr. Dean has, during the last two years, been Executive Vice
President and Director of The John Nuveen Company and John Nuveen & Co. Incor-
porated; and Director of Nuveen Institutional Advisory Corp.
ITEM 29: PRINCIPAL UNDERWRITERS
(a) John Nuveen & Co. Incorporated ("Nuveen") acts as principal underwriter to
the following open-end management type investment companies: Nuveen Flagship
Multistate Trust I, Nuveen Flagship Multistate Trust II, Nuveen Flagship
Multistate Trust III, Nuveen Flagship Multistate Trust IV, Nuveen Flagship
Municipal Trust, Nuveen California Tax-Free Fund, Inc., Nuveen Tax-Free Money
Market Fund, Inc., Nuveen Tax-Exempt Money Market Fund, Inc., Nuveen Tax-Free
Reserves, Inc., Flagship Admiral Funds Inc. and Nuveen Investment Trust. Nuveen
also acts as depositor and principal underwriter of the Nuveen Tax-Exempt Unit
Trust and Nuveen Unit Trusts, registered unit investment trusts. Nuveen has
also served or is serving as a co-managing underwriter of the shares of Nuveen
Municipal Value Fund, Inc., Nuveen California Municipal Value Fund, Inc.,
Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal Income Fund, Inc.,
Nuveen Premium Income Municipal Fund, Inc., Nuveen Performance Plus Municipal
Fund, Inc., Nuveen California Performance Plus Municipal Fund, Inc., Nuveen New
York Performance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund,
Inc., Nuveen Municipal Market Opportunity Fund, Inc., Nuveen California
Municipal Market Opportunity Fund, Inc., Nuveen Investment Quality Municipal
Fund, Inc., Nuveen California Investment Quality Municipal Fund, Inc., Nuveen
New York Investment
C-5
<PAGE>
Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc.,
Nuveen Florida Investment Quality Municipal Fund, Nuveen New Jersey Investment
Quality Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality Municipal
Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen California Select
Quality Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund,
Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund, Nuveen
Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen
California Quality Income Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen
Premier Insured Municipal Income Fund, Inc., Nuveen Select Tax-Free Income
Portfolio, Nuveen Premium Income Municipal Fund 2, Inc., Nuveen Insured
California Premium Income Municipal Fund, Inc., Nuveen Insured New York Premium
Income Municipal Fund, Inc., Nuveen Select Maturities Municipal Fund, Nuveen
Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida Premium
Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund, Inc.,
Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Premium Income
Municipal Fund 4, Inc., Nuveen Insured California Premium Income Municipal Fund
2, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Massachusetts Premium Income Municipal
Fund, Nuveen Virginia Premium Income Municipal Fund, Nuveen Washington Premium
Income Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund, Nuveen
Georgia Premium Income Municipal Fund, Nuveen Missouri Premium Income Municipal
Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen California
Premium Income Municipal Fund, Nuveen Insured Premium Income Municipal Fund 2,
Nuveen Select Tax-Free Income Portfolio 2, Nuveen Insured California Select
Tax-Free Income Portfolio, Nuveen Insured New York Select Tax-Free Income
Portfolio and Nuveen Select Tax-Free Income Portfolio 3.
(b)
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
- -----------------------------------------------------------------------------
<S> <C> <C>
Timothy R. Schwertfeger Chairman of the Board, Chairman of the Board
333 West Wacker Drive Chief Executive Officer and Director
Chicago, IL 60606 and Director
Anthony T. Dean President and Director President and Director
333 West Wacker Drive
Chicago, IL 60606
John P. Amboian Executive Vice President None
333 West Wacker Drive and Chief Financial Officer
Chicago, IL 60606
Bruce P. Bedford Executive Vice President Executive Vice President
333 West Wacker Drive
Chicago, IL 60606
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
- ------------------------------------------------------------------------------
<S> <C> <C>
William Adams IV Vice President None
333 West Wacker Drive
Chicago, IL 60606
Richard P. Davis Vice President None
One South Main Street
Dayton, OH 45402
Clifton L. Fenton Vice President None
333 West Wacker Drive
Chicago, IL 60606
Kathleen M. Flanagan Vice President Vice President
333 West Wacker Drive Chicago, IL
60606
Stephen D. Foy Vice President None
333 West Wacker Drive
Chicago, IL 60606
Robert D. Freeland Vice President None
333 West Wacker Drive
Chicago, Illinois 60606
Michael G. Gaffney Vice President None
333 West Wacker Drive
Chicago, IL 60606
Anna R. Kucinskis Vice President Vice President
333 West Wacker Drive
Chicago, IL 60606
Robert B. Kuppenheimer Vice President None
333 West Wacker Drive
Chicago, IL 60606
Larry W. Martin Vice President and Vice President and
333 West Wacker Drive Assistant Secretary Assistant Secretary
Chicago, Illinois 60606
Thomas C. Muntz Vice President None
333 West Wacker Drive
Chicago, IL 60606
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
- ------------------------------------------------------------------------------------
<S> <C> <C>
O. Walter Renfftlen Vice President and Vice President and
333 West Wacker Drive Controller Controller
Chicago, IL 60606
Stuart W. Rogers Vice President None
333 West Wacker Drive
Chicago, IL 60606
Bradford W. Shaw, Jr. Vice President None
333 West Wacker Drive
Chicago, IL 60606
H. William Stabenow Vice President and Vice President and
333 West Wacker Drive Treasurer Treasurer
Chicago, IL 60606
Paul C. Williams Vice President None
333 West Wacker Drive
Chicago, IL 60606
Gifford R. Zimmerman Vice President and Vice President and
333 West Wacker Drive Assistant Secretary Assistant Secretary
Chicago, IL 60606
</TABLE>
(c) Not applicable.
ITEM 30: LOCATION OF ACCOUNTS AND RECORDS
Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606,
maintains Articles of Incorporation, By-Laws, minutes of directors and
shareholder meetings, contracts and all advisory material of the investment
adviser.
The Chase Manhattan Bank, 4 New York Plaza, New York, NY 10004, maintains all
general and subsidiary ledgers, journals, trial balances, records of all
portfolio purchases and sales, and all other required records not maintained by
Nuveen Advisory Corp. or Shareholder Services, Inc.
C-8
<PAGE>
Shareholder Services, Inc., P.O. Box 5330, Denver, Colorado 80217-5330,
maintains all the required records in its capacity as transfer, dividend
paying, and shareholder services agent for the Registrant.
ITEM 31: MANAGEMENT SERVICES
Not applicable.
ITEM 32: UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
C-9
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940 THE REGISTRANT CERTIFIES THAT IT MEETS ALL REQUIREMENTS
FOR EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER
THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THIS
CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 29TH DAY OF APRIL, 1997.
NUVEEN TAX-EXEMPT MONEY MARKET FUND,
INC.
/s/ Gifford R. Zimmerman
--------------------------------------
Gifford R. Zimmerman, Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ O. Walter Renfftlen
- -------------------------------
O. Walter Renfftlen Vice President and April 29, 1997
Controller (Principal
Financial and
Accounting Officer)
Timothy R. Schwertfeger Chairman of the Board
and Director (Principal
Executive Officer)
Anthony T. Dean President and Director
Robert P. Bremner Director
Lawrence H. Brown Director
Anne E. Impellizzeri Director
Margaret K. Rosenheim Director
Peter R. Sawers Director
William J. Schneider Director
</TABLE>
/s/ Gifford R. Zimmerman
By_________________________
Gifford R. Zimmerman
Attorney-in-Fact
April 29, 1997
AN ORIGINAL POWER OF ATTORNEY AUTHORIZING, AMONG OTHERS, GIFFORD R. ZIMMERMAN
AND LARRY W. MARTIN TO EXECUTE THIS REGISTRATION STATEMENT, AND AMENDMENTS
THERETO, FOR EACH OF THE OFFICERS AND DIRECTORS OF REGISTRANT ON WHOSE BEHALF
THIS REGISTRATION STATEMENT IS FILED, HAS BEEN EXECUTED AND IS FILED AS AN EX-
HIBIT TO THIS REGISTRATION STATEMENT.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
5(b). Renewal, dated May 7, 1996, of Investment Management
Agreement.
6(b). Renewal, dated July 26, 1996, of Distribution Agree-
ment.
9(a). Amendment No. 1 to Transfer Agency Agreement dated
July 1, 1996.
10. Opinion of Fried, Frank, Harris, Shriver & Jacobson.
11. Consent of Independent Public Accountants.
16. Schedule of Computation of Yield Figures.
17. Financial Data Schedule.
99(b). Certified copy of resolution of Board of Directors
authorizing the signing of the names of directors and
officers on the Registration Statement pursuant to
power of attorney.
99(c). Original Powers of Attorney authorizing, among oth-
ers, Gifford R. Zimmerman and Larry W. Martin to exe-
cute the Registration Statement on behalf of all of
the Registrant's Directors.
</TABLE>
<PAGE>
EXHIBIT 5(b)
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
------------------------------------------
This Agreement made this 7th day of May, 1996 by and between Nuveen Tax-Exempt
Money Market Fund, Inc., a Maryland corporation (the "Fund"), and Nuveen
Advisory Corp., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates August 1, 1996 unless continued in the manner
required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors, at a meeting called for the purpose of
reviewing the Agreement, have approved the Agreement and its continuance until
August 1, 1997 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 1997 and ratify and confirm the Agreement in all respects.
NUVEEN TAX-EXEMPT
MONEY MARKET FUND, INC.
By: /s/ James J. Wesolowski
------------------------------
Vice President
ATTEST:
/s/ Karen L. Healy
- -----------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By: /s/ Gifford R. Zimmerman
------------------------------
Vice President
ATTEST:
/s/ Larry Martin
- -----------------------------
Assistant Secretary
<PAGE>
EXHIBIT 6(b)
Renewal of Distribution Agreement
---------------------------------
This Agreement made this 26th day of July, 1996 by and between Nuveen Tax-Exempt
Money Market Fund, Inc., a Maryland corporation (the "Fund"), and John Nuveen &
Co. Incorporated, a Delaware corporation (the "Underwriter");
WHEREAS, the Agreement terminates August 1, 1996 unless continued in the manner
required by the Investment Company Act of 1940;
WHEREAS, the parties hereto are the contracting parties under that certain
Distribution Agreement (the "Agreement") pursuant to which the Underwriter acts
as agent for the distribution of shares of the Fund; and
WHEREAS, the Board of Directors of the Fund, at a meeting called for the purpose
of reviewing the Agreement has approved the Agreement and its continuance until
August 1, 1997 in the manner required by the Investment Company Act of 1940;
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 1997 and ratify and confirm the Agreement in all respects.
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
By: /s/ Gifford R. Zimmerman
------------------------------
Vice President
ATTEST:
/s/ Karen L. Healy
- -----------------------------
Assistant Secretary
JOHN NUVEEN & CO. INCORPORATED
By: /s/ Larry Martin
------------------------------
Vice President
ATTEST:
/s/ Morrison C. Warren
- -----------------------------
Assistant Secretary
<PAGE>
EXHIBIT 9(a)
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
Amendment No. 1 to
Transfer Agency Agreement
-------------------------
This Amendment No. 1 to Transfer Agency Agreement is made and entered into
as of the 1st day of July, 1996 between Nuveen Tax-Exempt Money Market Fund,
Inc. (the "Fund") and Shareholder Services, Inc. ("SSI").
WITNESSETH:
WHEREAS, the Fund and SSI have entered into a Transfer Agency Agreement
dated December 19, 1994 (the "Transfer Agency Agreement"); and
WHEREAS, SSI and the Fund desire to amend the Transfer Agency Agreement as
herein provided.
NOW THEREFORE, the parties hereto AGREE as follows:
1. The first sentence of Section 9.1 is hereby revised by deleting "June
30, 1996" and insert in its place "June 30, 1997".
2. Appendix B to the Transfer Agency Agreement is deleted in its entirety
and replaced with the Appendix B attached hereto.
3. Appendix C to the Transfer Agency Agreement is deleted in its entirety
and replaced with the Appendix C attached hereto.
4. As herein amended, the Transfer Agency Agreement is hereby ratified
and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No 1 to
the Transfer Agency Agreement to be duly executed as of the day and year first
above written.
Attest: NUVEEN TAX-EXEMPT MONEY
MARKET FUND, INC.
/s/ Gifford R. Zimmerman /s/ Anna R. Kucinskis
- ------------------------------ ------------------------------
Name Title Name: Anna R. Kucinskis
Gifford R. Zimmerman, Vice President Title: Vice President
Attest: SHAREHOLDER SERVICES, INC.
/s/ Kathryn L. Kluck, AVP /s/ Barbara Hennigar
- ------------------------------ ------------------------------
Name Title Barbara Hennigar
President
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
TRANSFER AGENCY AGREEMENT
Appendix B
Transfer Agent Services
Service: SSI Will:
- -------- ---------
Mailed-In Transactions Process all mailed-in new account
set-ups, purchases, transfers,
exchanges, redemptions and account
maintenance.
Shareholder Confirms Prepare and mail confirmations of
(Daily/Monthly/Quarterly/Annual) daily account activity. Prepare and mail
monthly, quarterly, and annual
confirmations as directed by the fund.
Dealer Confirms Prepare and mail weekly dealer
confirmations listing activity on client
accounts as directed by the Fund.
Distribution Disbursements Prepare and mail cash distribution
checks. Process reinvested
distributions.
Daily Transmission of Reports Transmit daily transaction activity
reports, balancing reports, and sales
information via telephone lines to a
printer at Nuveen.
Fund Summary Sheets Prepare daily reports that summarize
by type of transaction all capital
stock activity for each fund.
Transmit/download wire/capital stock
activity information to Chase.
Sales Reporting Provide daily, weekly, monthly,
quarterly, and annual reports of sales
information.
12b-1 Reporting Complete 12b-1 processing including
calculating the 12b-1 payment amounts
and sending checks to the broker/dealer
home offices. Provide a listing broken
down by sales representative within each
branch.
Invalid Taxpayer Identification Mail Forms W-9 as required to validate
Number Solicitation and taxpayer identification numbers;
Backup Withholding institute backup withholding as required
by IRS regulations, and timely send all
notices.
Regulatory Reporting Compute, prepare, and mail all necessary
reports to shareholders, federal, and/or
state authorities (Forms 1099-DIV,
1099-B, and 1042S).
1
<PAGE>
Service: SSI Will:
- -------- ---------
Front-End Imaging of Documents Front-end Image all incoming documents.
Cost Basis Reporting Provide cost basis information as
available to shareholders annually for
use in determining capital gains and
losses.
Blue Sky Reporting Provide monthly report of purchases and
redemptions by state.
Financial Reporting Mailings Provide mail handling for 2 financial
reports per fund per year to Nuveen
shareholders.
Prospectus Mailings Provide mail handling for 1 prospectus
per fund per year to Nuveen
shareholders.
Proxy Solicitation and Tabulation Perform 1 proxy solicitation and
tabulation per fund per year.
12b-1 Balancing Provide balancing reports for 12b-1
payments.
2
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
TRANSFER AGENCY AGREEMENT
Appendix C
Fee Schedule
The Transfer Agent will provide the transfer agent services listed on
Appendix B for the Fund at the rates set forth below:
Annual Transfer Agent Fees:
- --------------------------
Annual-Per-Account Fee* - $7.00
----------------------
Out-Of-Pocket Expenses:
- ----------------------
Out-of-pocket expenses may be incurred by either the Fund or the Transfer
Agent and are not included in the annual Transfer Agent Fees. Those out-of-
pocket expenses directly incurred by the Transfer Agent will be billed to the
Fund on a monthly basis. These out-of-pocket expenses include, but are not
limited to, the printing of forms, envelopes, postage and proxy solicitation
fees for the shareholder mailings, costs of abandoned property reports or
searches for missing or inactive shareholders, equipment and system access
costs, microfilm, telephone line and usage charges, overnight express mail
charges, check signature plates and stamps, and programmer/analyst and testing
technician time beyond that agreed to in writing. Bank charges and earnings
credit will be billed directly to the Fund by United Missouri Bank (or other
banks). The Transfer Agent may require the prior payment of anticipated out-of-
pocket expenses from time to time.
- --------------
* Payable on a monthly basis for each non-retirement plan account in existence
at the end of the month. Retirement Plan accounts may be subject to a separate
fee schedule to be negotiated.
These fees are valid for twelve months after which they are subject to change,
from time to time.
The Transfer Agent shall, from time to time, but no more frequently than
monthly, send an invoice to the Fund itemizing the compensation and expense
reimbursement. The Fund shall pay such invoice (except to the extent that the
amount thereof is in dispute) by wire not later than 30 days after receipt of
the invoice.
<PAGE>
Exhibit 10
April 29, 1997
(202) 639-7065
Nuveen Tax-Exempt Money Market Fund, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
RE: Registration Statement on Form N-1A
Under the Securities Act of 1933
(File No. 2-70520)
-----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Nuveen Tax-Exempt Money Market Fund,
Inc., a Maryland corporation (the "Fund"), in connection with the
above-referenced Registration Statement on Form N-1A (as amended, the
"Registration Statement") which relates to the Fund's shares of common stock,
par value $.01 (the "Shares"). This opinion is being delivered to you in
connection with the Fund's filing of Post-Effective Amendment No. 18 to the
Registration Statement (the "Amendment") with the Securities and Exchange
Commission pursuant to Rule 485(b) of the Securities Act of 1933, as amended
(the "1933 Act"). With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated, and we
express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents;
(a) a certificate of the Maryland State Department of Assessments and
Taxation (the "Department") as to the existence and good standing of
the Fund;
(b) copies, certified by the Department, of the Fund's Articles of
Incorporation and of all amendments and all supplements thereto
(the "Charter");
(c) a certificate executed by Karen L. Healy, the Assistant Secretary of
the Fund, certifying as to, and attaching copies of, the Fund's
Charter and By-Laws, as amended (the "By-Laws"), and certain
resolutions adopted by the Board of Directors of the fund authorizing
the issuance of the Shares; and
(d) a printer's proof, dated April 29, 1997, of the Amendment.
<PAGE>
Nuveen Tax-Exempt Money Market Fund, Inc.
April 29, 1997
Page 2
In our capacity as counsel to the Fund, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have
assumed the legal capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of all original or certified
copies, and the conformity to original or certified copies of all copies
submitted to us as conformed or reproduced copies. As to various questions of
fact relevant to such opinion, we have relied upon, and assume the accuracy of,
certificates and oral or written statements of public officials and officers or
representatives of the Fund. We have assumed that the Amendment, as filed with
the Securities and Exchange Commission, will be in substantially the form of
the printer's proof referred to in paragraph (d) above.
Based upon, and subject to, the limitations set forth herein, we are of
the opinion that the Shares, when issued and sold in accordance with the Fund's
Charter and for the consideration described in the Registration Statement, will
be legally issued, fully paid and nonassessable under the laws of the State of
Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Thomas S. Harman
----------------------------------------
Thomas S. Harman
<PAGE>
EXHIBIT 11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated April 11, 1997, and to all references to our Firm included in or made a
part of this registration statement of Nuveen Tax-Exempt Money Market Fund, Inc.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 18, 1997
<PAGE>
EXHIBIT 16
SCHEDULE OF COMPUTATION OF YIELD FIGURES
I. Current Yield
a. Current Yield is calculated as follows:
i. Net investment income per share for the seven
day period
------------------------------------------------- = Base Period Return
Value of account at beginning of seven-day pe-
riod
ii. Base Period Return X 365/7 = Current Yield
b. Calculation of Current Yield for seven-day period ended February 28,
1997:
365
( .0005800 ---
------- X 7
= 3.02%
1.00
II. Effective Yield )
a. Effective Yield is calculated as follows:
(Base Period Return + 1) 365/7 - 1 = Effective Yield
b. Calculation of Effective Yield for seven-day period ended February 28,
1997:
365/7
[ (.0005800 ]
------- + 1
1.00 - 1 =
) 3.07%
III. Taxable Equivalent Yield
a. The Taxable Equivalent Yield formula is as follows:
Tax Exempt Yield
-----------------------
(1 - federal income
tax rate)
b. Based on a maximum Federal income tax rate of 39.6%, the Taxable Equiva-
lent Yield for the seven-day period ended February 28, 1997 is as follows:
3.02%
-------
1 - .396
= 5.00%
1
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary Financial Information extracted from the Form N-
SAR and the financial statements and is qualified in its entirety to such
documents.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> FEB-28-1997
<INVESTMENTS-AT-COST> 513577
<INVESTMENTS-AT-VALUE> 513577
<RECEIVABLES> 3412
<ASSETS-OTHER> 19
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 517008
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1605
<TOTAL-LIABILITIES> 1605
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 515403
<SHARES-COMMON-STOCK> 515403
<SHARES-COMMON-PRIOR> 610053
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 515403
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18994
<OTHER-INCOME> 0
<EXPENSES-NET> 2369
<NET-INVESTMENT-INCOME> 16625
<REALIZED-GAINS-CURRENT> 21
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 16646
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16646
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2793785
<NUMBER-OF-SHARES-REDEEMED> 2894867
<SHARES-REINVESTED> 6431
<NET-CHANGE-IN-ASSETS> (94650)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2137
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2369
<AVERAGE-NET-ASSETS> 536878
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .031
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .031
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .440
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
EXHIBIT 99(b)
Certified Resolution
--------------------
The undersigned, Gifford R. Zimmerman, hereby certifies, on behalf of Nuveen
Tax-Free Money Market Fund, Inc. (the "Fund"), (1) that he is the duly elected,
qualified and acting Assistant Secretary of the Fund, and that as such Assistant
Secretary he has custody of its corporate books and records, (2) that attached
to this Certificate is a true and correct copy of a resolution duly adopted by
the Board of Directors of the Fund at a meeting held on January 30, 1997, and
(3) that said resolution has not been amended or rescinded and remains in full
force and effect.
April 11, 1997
/s/ Gifford R. Zimmerman
-----------------------------------------
Gifford R. Zimmerman, Assistant Secretary
<PAGE>
FURTHER RESOLVED, that each member of the Board and officer of the Fund who may
be required to execute the registration statement on Form N-1A, or any
amendment or amendments thereto, be, and each of them hereby is, authorized to
execute a power of attorney appointing Timothy R. Schwertfeger, Anthony T.
Dean, Bruce P. Bedford, Larry W. Martin, Gifford R. Zimmerman, and Thomas S.
Harman, and each of them his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the registration statement,
and any and all amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done, as fully to all intents and purposes as
he might or could do in person, and ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
<PAGE>
EXHIBIT 99(c)
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-------------
POWER OF ATTORNEY
-------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, BRUCE P. BEDFORD, LARRY W. MARTIN, GIFFORD R.
ZIMMERMAN, and THOMAS S. HARMAN each of them (with full power to each of them to
act alone) his true and lawful attorney-in-fact and agent, for him on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and affix his seal thereto and file one or more Registration Statements on Form
N-1A, under the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the reorganization, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of the above-referenced
organization has hereunto set his hand this 30th day of January, 1997.
/s/ Timothy R. Schwertfeger
-----------------------------------
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 30th day of January, 1997, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
- ----------------------------------
"OFFICIAL SEAL"
VIRGINIA L. CORCORAN
Notary Public, State of Illinois
My Commission Expires 10/26/97
- ----------------------------------
/s/ Virginia L. Corcoran
-------------------------------
My Commission Expires: 10/26/97
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-------------
POWER OF ATTORNEY
-------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, BRUCE P. BEDFORD, LARRY W. MARTIN, GIFFORD R.
ZIMMERMAN, AND THOMAS S. HARMAN each of them (with full power to each of them to
act alone) his true and lawful attorney-in-fact and agent, for him on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and affix his seal thereto and file one or more Registration Statements on Form
N-1A, under the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the reorganization, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of the above-referenced
organization has hereunto set his hand this 30th day of January, 1997.
/s/ Anthony T. Dean
-----------------------------------
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 30th day of January, 1997, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
- ----------------------------------
"OFFICIAL SEAL"
VIRGINIA L. CORCORAN
Notary Public, State of Illinois
My Commission Expires 10/26/97
- ----------------------------------
/s/ Virginia L. Corcoran
-------------------------------
My Commission Expires: 10/26/97
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-------------
POWER OF ATTORNEY
-------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, BRUCE P. BEDFORD, LARRY W. MARTIN, GIFFORD R.
ZIMMERMAN, AND THOMAS S. HARMAN each of them (with full power to each of them to
act alone) his true and lawful attorney-in-fact and agent, for him on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and affix his seal thereto and file one or more Registration Statements on Form
N-1A, under the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the reorganization, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of the above-referenced
organization has hereunto set his hand this 30th day of January, 1997.
/s/ Lawrence H. Brown
-----------------------------------
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 30th day of January, 1997, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
- ----------------------------------
"OFFICIAL SEAL"
VIRGINIA L. CORCORAN
Notary Public, State of Illinois
My Commission Expires 10/26/97
- ----------------------------------
/s/ Virginia L. Corcoran
-------------------------------
My Commission Expires: 10/26/97
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-------------
POWER OF ATTORNEY
-------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, BRUCE P. BEDFORD, LARRY W. MARTIN, GIFFORD R.
ZIMMERMAN, AND THOMAS S. HARMAN each of them (with full power to each of them to
act alone) her true and lawful attorney-in-fact and agent, for her on her behalf
and in her name, place and stead, in any and all capacities, to sign, execute
and affix her seal thereto and file one or more Registration Statements on Form
N-1A, under the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the reorganization, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully to all intents and purposes
as she might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of the above-referenced
organization has hereunto set her hand this 30th day of January, 1997.
/s/ Anne E. Impellizzeri
-----------------------------------
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 30th day of January, 1997, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
- ----------------------------------
"OFFICIAL SEAL"
VIRGINIA L. CORCORAN
Notary Public, State of Illinois
My Commission Expires 10/26/97
- ----------------------------------
/s/ Virginia L. Corcoran
-------------------------------
My Commission Expires: 10/26/97
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-------------
POWER OF ATTORNEY
-------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, BRUCE P. BEDFORD, LARRY W. MARTIN, GIFFORD R.
ZIMMERMAN, AND THOMAS S. HARMAN each of them (with full power to each of them to
act alone) her true and lawful attorney-in-fact and agent, for her on her behalf
and in her name, place and stead, in any and all capacities, to sign, execute
and affix her seal thereto and file one or more Registration Statements on Form
N-1A, under the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the reorganization, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully to all intents and purposes
as she might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of the above-referenced
organization has hereunto set her hand this 30th day of January, 1997.
/s/ Margaret K. Rosenheim
-----------------------------------
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 30th day of January, 1997, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
- ----------------------------------
"OFFICIAL SEAL"
VIRGINIA L. CORCORAN
Notary Public, State of Illinois
My Commission Expires 10/26/97
- ----------------------------------
/s/ Virginia L. Corcoran
-------------------------------
My Commission Expires: 10/26/97
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-------------
POWER OF ATTORNEY
-------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, BRUCE P. BEDFORD, LARRY W. MARTIN, GIFFORD R.
ZIMMERMAN, AND THOMAS S. HARMAN each of them (with full power to each of them to
act alone) his true and lawful attorney-in-fact and agent, for him on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and affix his seal thereto and file one or more Registration Statements on Form
N-1A, under the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the reorganization, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of the above-referenced
organization has hereunto set his hand this 30th day of January, 1997.
/s/ Peter R. Sawers
-----------------------------------
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 30th day of January, 1997, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
- ----------------------------------
"OFFICIAL SEAL"
VIRGINIA L. CORCORAN
Notary Public, State of Illinois
My Commission Expires 10/26/97
- ----------------------------------
/s/ Virginia L. Corcoran
-------------------------------
My Commission Expires: 10/26/97
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-------------
POWER OF ATTORNEY
-------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, BRUCE P. BEDFORD, LARRY W. MARTIN, GIFFORD R.
ZIMMERMAN, AND THOMAS S. HARMAN each of them (with full power to each of them to
act alone) his true and lawful attorney-in-fact and agent, for him on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and affix his seal thereto and file one or more Registration Statements on Form
N-1A, under the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the reorganization, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of the above-referenced
organization has hereunto set his hand this 30th day of January, 1997.
/s/ Robert P. Bremner
-----------------------------------
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 30th day of January, 1997, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
- ----------------------------------
"OFFICIAL SEAL"
VIRGINIA L. CORCORAN
Notary Public, State of Illinois
My Commission Expires 10/26/97
- ----------------------------------
/s/ Virginia L. Corcoran
-------------------------------
My Commission Expires: 10/26/97
<PAGE>
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
-------------
POWER OF ATTORNEY
-------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, BRUCE P. BEDFORD, LARRY W. MARTIN, GIFFORD R.
ZIMMERMAN, AND THOMAS S. HARMAN each of them (with full power to each of them to
act alone) his true and lawful attorney-in-fact and agent, for him on his behalf
and in his name, place and stead, in any and all capacities, to sign, execute
and affix his seal thereto and file one or more Registration Statements on Form
N-1A, under the Securities Act of 1933, as amended, and the Investment Company
Act of 1940, as amended, including any amendment or amendments thereto, with all
exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the reorganization, without
limitation, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in order to effectuate the same as fully to all intents and purposes
as he might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director of the above-referenced
organization has hereunto set his hand this 30th day of January, 1997.
/s/ William J. Schneider
-----------------------------------
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 30th day of January, 1997, personally appeared before me, a Notary
Public in and for said County and State, the person named above who is known to
me to be the person whose name and signature is affixed to the foregoing Power
of Attorney and who acknowledged the same to be his voluntary act and deed for
the intent and purposes therein set forth.
- ----------------------------------
"OFFICIAL SEAL"
VIRGINIA L. CORCORAN
Notary Public, State of Illinois
My Commission Expires 10/26/97
- ----------------------------------
/s/ Virginia L. Corcoran
-------------------------------
My Commission Expires: 10/26/97
