<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NUVEEN MUNICIPAL VALUE FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
NUVEEN MUNICIPAL INCOME FUND, INC.
NUVEEN MUNICIPAL VALUE FUND, INC.
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
JULY 26, 1995
June 16, 1995
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of
Nuveen Municipal Income Fund, Inc. and Nuveen Municipal Value Fund, Inc., each
a Minnesota corporation (individually, a "Fund" and, collectively, the
"Funds"), will be held in the 6th floor auditorium of The Northern Trust
Company, 50 South LaSalle Street, Chicago, Illinois, on Wednesday, July 26,
1995, at 10:30 a.m., Chicago time, for the following purposes:
1. To elect three (3) directors to each serve for a three year term and
until their successors shall have been duly elected and qualified.
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending October 31, 1995.
3. To transact such other business as may properly come before the
Annual Meeting.
Shareholders of record of each Fund at the close of business on May 31, 1995
are entitled to notice of and to vote at that Fund's Annual Meeting.
IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE
THAT YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON
AT YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
James J. Wesolowski
Secretary
<PAGE>
NUVEEN MUNICIPAL INCOME FUND, INC.
NUVEEN MUNICIPAL VALUE FUND, INC.
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
JOINT PROXY STATEMENT
June 16, 1995
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of each of Nuveen Municipal Income Fund, Inc.
("Municipal Income") and Nuveen Municipal Value Fund, Inc. ("Municipal Value")
(individually, a "Fund" and, collectively, the "Funds") of proxies to be voted
at the Annual Meeting of Shareholders of each Fund to be held on July 26, 1995
(for each Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"),
and at any and all adjournments thereof. The cost of preparing, printing and
mailing the enclosed proxy, accompanying notice and proxy statement, and all
other costs in connection with the solicitation of proxies, will be paid by
the Funds pro rata based on the number of shareholder accounts. Additional
solicitation may be made by letter, telephone or telegraph by officers of each
Fund, by officers or employees of John Nuveen & Co. Incorporated or Nuveen
Advisory Corp., or by dealers and their representatives. The Funds have
engaged Tritech Services to assist in the solicitation of proxies at a total
estimated cost of $4,000. Annual reports were sent to shareholders of record
of each Fund following each Fund's fiscal year end. EACH FUND WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT AND SEMI-ANNUAL REPORT (WHICH WILL
SOON BE AVAILABLE) UPON REQUEST. SUCH WRITTEN OR ORAL REQUEST SHOULD BE
DIRECTED TO SUCH FUND AT 333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 OR BY
CALLING 1-800-257-8787.
On the matters coming before each Fund's Annual Meeting as to which a choice
has been specified by the shareholders of that Fund on the proxy, the shares
of that Fund will be voted accordingly. If no choice is so specified, the
shares of each Fund will be voted FOR the election of the three nominees for
director, as listed in this Joint Proxy Statement, and FOR ratification of the
selection of Ernst & Young LLP as each Fund's independent auditors.
Shareholders of either Fund who execute proxies may revoke them at any time
before they are voted by filing with that Fund a written notice of revocation,
by delivering a duly executed proxy bearing a later date, or by attending that
Annual Meeting and voting in person.
The Board of Directors of each Fund has determined that the use of this
Joint Proxy Statement for each Fund's Annual Meeting is in the best interest
of each
1
<PAGE>
Fund and its shareholders in light of the similar matters being considered and
voted on by the shareholders. Shareholders of each Fund will vote separately on
each proposal relating to their Fund, and a vote on a proposal by the
shareholders of one Fund will not affect the vote on the proposal by the
shareholders of the other Fund.
A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting. Votes cast by proxy or in person at each Annual Meeting
will be tabulated by the inspectors of election appointed for that Annual
Meeting. The inspectors of election will determine whether or not a quorum is
present at the Annual Meeting. The inspectors of election will treat
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees,
typically in "street name," as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) as
present for purposes of determining a quorum.
For purposes of determining the approval of the matters submitted to the
shareholders for a vote, abstentions and broker non-votes will be treated as
shares voted against the election of directors and against ratification of the
selection of independent auditors. The details of each proposal to be voted on
by the shareholders of each Fund and the vote required for approval of each
proposal are set forth under the description of each proposal below.
As of May 31, 1995, there were issued and outstanding 7,747,608 shares of
Municipal Income and 194,959,522 shares of Municipal Value. Those persons who
were shareholders of record at the close of business on May 31, 1995 will be
entitled to one vote for each share held.
This Joint Proxy Statement is first being mailed to shareholders of the Funds
on or about June 16, 1995.
1. ELECTION OF DIRECTORS OF EACH FUND
At each Fund's Annual Meeting three (3) directors are to be elected for a
three year term, as described below. The Board of Directors of each Fund has
designated Lawrence H. Brown, Peter R. Sawers and Timothy R. Schwertfeger as
the nominees for directors for terms expiring at the Annual Meeting of
Shareholders of that Fund in 1998, and until their successors have been duly
elected and qualified.
The Board of Directors of each Fund is divided into three classes with the
terms of each of the first, second and third classes expiring at the Annual
Meetings
2
<PAGE>
of the Funds in the years indicated below. The members of the Board of
Directors and the nominees for election to the Board are the same for each
Fund, except that Royce A. Hoyle is a member of the Board of Directors of
Municipal Value only. The affirmative vote of a majority of the shares present
and entitled to vote at each Fund's Annual Meeting will be required to elect
the directors of that Fund.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
director of each Fund if elected; however, should any nominee become unable or
unwilling to accept nomination or election, the proxies for each Fund will be
voted for one or more substitute nominees designated by that Fund's present
Board of Directors.
The table below shows each nominee's or continuing director's age, principal
occupation and other business affiliations, the year in which each nominee or
continuing director was first elected or appointed a director of each Fund and
the number of common shares of the Funds and of all funds managed by Nuveen
Advisory Corp. (excluding money market funds) which each nominee or continuing
director beneficially owned as of May 15, 1995. Lawrence H. Brown and Timothy
R. Schwertfeger were last elected to the Board of Directors at the 1994 annual
meeting of shareholders. Peter R. Sawers was last elected to the Board of
Directors at the 1992 annual meeting of shareholders.
The members of the Board of Directors mourn the recent passing of John E.
O'Toole, a director since 1989. Mr. O'Toole was a Class II director of
Municipal Income and a Class III director of Municipal Value. There is
currently a vacancy on the Board of each Fund. The Funds' nominating committees
are considering candidates for the vacancy, and will report to the full Boards
later this summer.
3
<PAGE>
NOMINEES FOR DIRECTOR OF EACH FUND
<TABLE>
<CAPTION>
FULL SHARES OF COMMON
STOCK BENEFICIALLY
NAME, AGE AND YEAR FIRST OWNED MAY 15, 1995
PRINCIPAL OCCUPATION YEAR ELECTED OR ---------------------
OF NOMINEES TERM APPOINTED THE ALL NUVEEN
AS OF MAY 15, 1995 (1) EXPIRES A DIRECTOR FUNDS (2) FUNDS (3)
---------------------- ------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
CLASS III, MUNICIPAL INCOME
CLASS I, MUNICIPAL VALUE
Lawrence H. Brown (60) 1998 1993- 0 3,445
Director of the Funds; retired in each Fund
August 1989 as Senior Vice
President of The Northern Trust
Company.
Peter R. Sawers (62) 1998 1991- 1,734 7,825
Director of the Funds; Adjunct each Fund
Professor of Business and
Economics, University of 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.
*Timothy R. Schwertfeger (46) 1998 1994- 12,425 88,620
President and Director of the Funds each Fund
(since July 1994); Executive Vice
President and Director of The John
Nuveen Company (since March 1992)
and John Nuveen & Co. Incorporated;
Director of Nuveen Advisory Corp.
(since October 1992) and Nuveen
Institutional Advisory Corp. (since
October 1992).
</TABLE>
4
<PAGE>
CONTINUING DIRECTORS OF EACH FUND
<TABLE>
<CAPTION>
FULL SHARES OF COMMON
STOCK BENEFICIALLY
NAME, AGE AND YEAR FIRST OWNED MAY 15, 1995
PRINCIPAL OCCUPATION OF YEAR ELECTED OR ---------------------
CONTINUING DIRECTORS AS OF TERM APPOINTED THE ALL NUVEEN
MAY 15, 1995 (1) EXPIRES A DIRECTOR FUNDS (2) FUNDS (3)
-------------------------- ------- ---------------- ---------- ----------
<S> <C> <C> <C> <C>
CLASS I, MUNICIPAL INCOME
CLASS II, MUNICIPAL VALUE
*Richard J. Franke (63) 1996 1987- 1,833 20,625
Chairman of the Board and Municipal Value
Director of the Funds, The 1988-
John Nuveen Company (since Municipal Income
March 1992), John Nuveen &
Co. Incorporated, Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp.;
formerly, Chairman of the
Board and Board Member of the
Nuveen Funds advised by
Nuveen Institutional Advisory
Corp.; (from inception to
August 1994); Certified
Financial Planner.
Anne E. Impellizzeri (62) 1996 1994- 0 2,000
Director of the Funds; each Fund
President and Chief Executive
Officer of Blanton-Peale,
Institutes of Religion and
Health (since December 1990);
prior thereto, Vice President
of New York City Partnership
(from 1987 to 1990) and Vice
President of Metropolitan
Life Insurance Company (from
1980 to 1987).
CLASS II, MUNICIPAL INCOME
CLASS III, MUNICIPAL VALUE
Margaret K. Rosenheim (68) 1997 1987- 301 5,015
Director of the Funds; Helen Municipal Value
Ross Professor of Social 1988-
Welfare Policy, School of Municipal Income
Social Service Administration,
University of Chicago.
CONTINUING DIRECTOR OF MUNICIPAL VALUE
<CAPTION>
FULL SHARES OF COMMON
STOCK BENEFICIALLY
NAME, AGE AND OWNED MAY 15, 1995
PRINCIPAL OCCUPATION OF YEAR YEAR FIRST ---------------------
CONTINUING DIRECTOR AS OF TERM APPOINTED THE ALL NUVEEN
MAY 15, 1995 (1) EXPIRES A DIRECTOR FUNDS (2) FUNDS (3)
------------------------- ------- ---------------- ---------- ----------
<S> <C> <C> <C> <C>
CLASS II, MUNICIPAL VALUE
Royce A. Hoyle (73) 1996 1994- 955 3,715
Director (since October 1994) Municipal Value
of Nuveen Municipal Value only
Fund, Inc. and Nuveen Premium
Income Municipal Fund, Inc.;
previously a Board Member of
the Nuveen Funds advised by
Nuveen Advisory Corp. (from
April 1985 to February 1992);
prior to January 1987, a Vice
President of Duff & Phelps,
Inc. (investment research and
financial analysis) and
thereafter (to January 1992)
a consultant.
</TABLE>
5
<PAGE>
- -----------
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' Adviser,
Nuveen Advisory Corp.
(1) The director nominees and continuing directors of the Funds, except Royce
A. Hoyle, are directors or trustees, as the case may be, of 21 Nuveen open-end
funds and 55 Nuveen closed-end funds. Mr. Hoyle is a director of Municipal
Value and Nuveen Premium Income Municipal Fund, Inc. only.
(2) The shares shown in this column include the following:
<TABLE>
<CAPTION>
MUNICIPAL INCOME MUNICIPAL VALUE
---------------- ---------------
<S> <C> <C>
Richard J. Franke.............................. 500 1,333
Lawrence H. Brown.............................. -- --
Anne E. Impellizzeri .......................... -- --
Royce A. Hoyle................................. 410 545
Peter R. Sawers................................ 1,734 --
Margaret K. Rosenheim.......................... 150 151
Timothy R. Schwertfeger........................ -- 12,425
</TABLE>
The above persons have sole voting power and sole investment power as to the
shares listed, except that Messrs. Hoyle and Schwertfeger hold their shares
jointly with their respective spouses. No director nominee or continuing
director beneficially owned as much as 1% of the outstanding Common Stock of
either Fund.
(3) The number shown reflects the aggregate number of common shares
beneficially owned by the nominee or continuing director in all of the funds
managed by Nuveen Advisory Corp. and referred to in note (1) above (excluding
money market funds).
The directors affiliated with John Nuveen & Co. Incorporated ("Nuveen") or
Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the
Funds. Directors who are not affiliated with Nuveen or the Adviser receive a
$45,000 annual retainer for serving as a director or trustee, as the case may
be, of all funds sponsored by Nuveen and managed by the Adviser and a $1,000
fee per day plus expenses for attendance at all meetings held on a day on which
a regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses
for attendance in person or a $500 fee per day plus expenses for attendance by
telephone at a meeting held on a day on which no regular Board meeting is held,
and a $250 fee per day plus expenses for attendance in person or by telephone
at a meeting of the executive committee. The annual retainer, fees and expenses
are allocated among the funds managed by the Adviser on the basis of relative
net asset sizes, except for the annual retainer, fees and expenses paid to Mr.
Hoyle, which are allocated between Municipal Value and Nuveen Premium Income
Municipal Fund, Inc. Each Fund has adopted a Directors' Deferred Compensation
Plan pursuant to which a director of that Fund may elect to have all or a
portion of the director's fee deferred. Directors may defer fees for any
calendar year by the execution of a Participation Agreement prior to the
beginning of the calendar year during which the director wishes to begin
deferral.
6
<PAGE>
The table below shows, for each director who is not affiliated with Nuveen
or the Adviser, the aggregate compensation paid by each Fund for its fiscal
year ended October 31, 1994 and the total compensation that the Nuveen funds
accrued for each director during the calendar year 1994, including any
interest accrued for directors on deferred compensation. The rate of earnings
on deferred compensation is equivalent to the average net earnings rate,
computed on a quarterly basis, on the shares of such Nuveen fund.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE NUVEEN FUNDS
COMPENSATION ACCRUED FOR
NAME OF DIRECTOR FROM THE FUNDS DIRECTORS (1)
- ---------------- ------------------- ------------------
MUNICIPAL MUNICIPAL
INCOME VALUE
--------- ---------
<S> <C> <C> <C>
Lawrence H. Brown $269 2,738 56,500
Anne E. Impellizzeri(2) $137 1,676 48,750
Royce A. Hoyle(3) -- 1,791(4) 16,153(5)
Margaret K. Rosenheim $283 3,029 64,404(6)
Peter R. Sawers $272 2,191 56,000
</TABLE>
- -----------
(1) Includes, except for Royce A. Hoyle, compensation for service on the
boards of 21 Nuveen open-end funds and 55 Nuveen closed-end funds. Also
includes amounts for Nuveen funds that existed for part of the year, estimated
as if the funds had existed for the entire year.
(2) Anne E. Impellizzeri was appointed a director in April 1994.
(3) Mr. Hoyle was appointed a director of Municipal Value in October 1994.
(4) Includes $1,121 of interest accrued in prior years on deferred
compensation from his previous directorship with Municipal Value.
(5) Includes $3,516 in interest accrued in prior years on deferred
compensation from his previous directorships.
(6) Includes $1,404 in interest accrued on deferred compensation from prior
years.
Richard J. Franke, Margaret K. Rosenheim and Timothy R. Schwertfeger serve
as members of the executive committee of the Board of Directors of each Fund.
The executive committee of each Fund, which meets between regular meetings of
the Board of Directors, is authorized to exercise all of the powers of the
Board of Directors. The executive committee of Municipal Income and Municipal
Value held thirteen and fourteen meetings respectively during the fiscal year
ended October 31, 1994.
Each Fund's Board of Directors has an audit committee composed of Lawrence
H. Brown, Anne E. Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers,
directors who are not "interested persons." The audit committee reviews the
work and any recommendations of the Fund's independent auditors. Based on such
review, it is authorized to make recommendations to the Board of Directors.
The respective audit committees of the Funds held two meetings during the
fiscal year ended October 31, 1994.
Nomination of those directors who are not "interested persons" of each Fund
is committed to a nominating committee composed of the directors who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested directors. The nominating
committee of Municipal Income held two meetings and the nominating committee
of Municipal Value held three meetings during the fiscal year ended October
31, 1994. No policy or procedure has been established as to the recommendation
of director nominees by shareholders.
7
<PAGE>
The Board of Directors of Municipal Income held six meetings during the
fiscal year ended October 31, 1994. The Board of Directors of Municipal Value
held eleven meetings during the fiscal year ended October 31, 1994. During the
last fiscal year, each director attended 75% or more of each Fund's Board
meetings and the committee meetings (if a member thereof), except that Mr.
Franke was unable to attend certain executive committee meetings held solely
to declare dividends. His attendance at executive committee meetings only
which he was scheduled to attend was less than 75%.
The Funds have the same executive officers. The following table sets forth
information as of May 15, 1995 with respect to each executive officer of the
Funds, other than executive officers who are directors and reflected above.
Officers of the Funds receive no compensation from the Funds. The term of
office of all officers will expire at the first meeting of the Board of
Directors of each Fund after the Annual Meeting, which Board of Directors'
meeting is presently scheduled to be held on July 26, 1995 for each Fund.
<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------- ---------------------
<S> <C> <C> <C>
Kathleen M. Flanagan 48 Vice President Vice President of John
(since 1994) Nuveen & Co. Incorporated
J. Thomas Futrell 39 Vice President Vice President of Nuveen
(since 1991) Advisory Corp. (since
February 1991); prior
thereto, Assistant Vice
President of Nuveen
Advisory Corp. (from
August 1988 to February
1991); Chartered
Financial Analyst.
Steven J. Krupa 37 Vice President Vice President of Nuveen
(since 1990) Advisory Corp. (since
October 1990); prior
thereto, Vice President
of John Nuveen & Co.
Incorporated (from
January 1989 to October
1990).
Anna R. Kucinskis 49 Vice President Vice President of John
(since 1991) Nuveen & Co.
Incorporated.
Larry W. Martin 43 Vice President Vice President (since
(since 1993) & September 1992),
Assistant Secretary Assistant Secretary and
(since 1989) Assistant General Counsel
of John Nuveen & Co.
Incorporated; 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 (since February
1993) of The John Nuveen
Company; Director of
Nuveen, Duff & Phelps
Investment Advisors
(since January 1995).
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<S> <C> <C> <C>
O. Walter Renfftlen 55 Vice President & Vice President and
Controller Controller of The John
(since each Fund's Nuveen Company (since
organization) March 1992), John Nuveen
& Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp.
Thomas C. Spalding, Jr. 43 Vice President Vice President of Nuveen
(since each Fund's Advisory Corp. and Nuveen
organization) Institutional Advisory
Corp.; Chartered
Financial Analyst.
H. William Stabenow 60 Vice President & Vice President and
Treasurer Treasurer of The John
(since 1988) Nuveen Company (since
March 1992), John Nuveen
& Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp. (since
January 1992).
George P. Thermos 63 Vice President Vice President of John
(since each Fund's Nuveen & Co.
organization) Incorporated.
James J. Wesolowski 44 Vice President & Vice President, General
Secretary Counsel and Secretary of
(since 1988) The John Nuveen Company
(since March 1992), John
Nuveen & Co.
Incorporated, Nuveen
Advisory Corp. and Nuveen
Institutional Advisory
Corp.
Gifford R. Zimmerman 38 Vice President Vice President (since
(since 1993) & September 1992),
Assistant Secretary Assistant Secretary and
(since 1989) Assistant General Counsel
of John Nuveen & Co.
Incorporated; 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.
</TABLE>
On May 15, 1995, directors and executive officers of the Funds as a group
beneficially owned 15,895 shares of Municipal Income and 2,384 shares of
Municipal Value (less than 1% of each Fund). On May 15, 1995, directors and
executive officers of the Funds as a group beneficially owned 204,005 common
shares of all funds managed by the Adviser (excluding money market funds). As
of May 15, 1995, no person is known to the Funds to have owned beneficially
more than five percent of the shares of Common Stock of either Fund.
9
<PAGE>
Certain legal actions originally filed in January 1994 by Municipal Value
shareholders are pending in federal district court in Chicago against John
Nuveen & Co. Incorporated, Nuveen Advisory Corp., and the directors of the Fund
at the time of the Fund's January 1994 rights offering, alleging that the
defendants violated federal and state laws and the Fund's articles of
incorporation in connection with the rights offering. Fund shareholders have
also filed actions against the Fund's former outside legal counsel and in-house
counsel to John Nuveen & Co. Incorporated and Nuveen Advisory Corp. seeking
unspecified damages and alleging, among other things, negligence and
professional malpractice. The defendants have denied the allegations and are
defending the suits. The Fund's Board of Directors has created a committee,
comprised of outside directors who are not defendants in the suits, to
investigate the claims being pursued in the Fund's name and to explore all
options. The committee has substantially completed its investigation. Any
conclusions the committee reaches will remain confidential until the Court
rules on certain motions now pending before it. While there can be no assurance
as to the outcome of these suits, based on their current status, Fund
management believes that they will not have a material effect on the Fund.
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and directors, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of
a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that during the fiscal year ended October 31, 1994, all
Section 16(a) filing requirements applicable to that Fund's officers and
directors, investment adviser and affiliated persons of the investment adviser
were complied with.
2. SELECTION OF INDEPENDENT AUDITORS
The members of each Fund's Board of Directors who are not "interested
persons" of that Fund have unanimously selected Ernst & Young LLP, independent
public accountants, as independent auditors, to audit the books and records of
that Fund for the fiscal year ending October 31, 1995. Ernst & Young LLP has
served each Fund in this capacity since that Fund was organized and has no
direct or indirect financial interest in that Fund except as independent
auditors. The selection of Ernst & Young LLP as independent auditors of each
Fund is being submitted to the shareholders for ratification, which requires
the affirmative vote of a majority of the shares of each Fund present and
entitled to vote on the matter. A representative of Ernst & Young LLP is
expected to be present at the Annual Meetings and will be available to respond
to any appropriate questions raised at the Annual Meetings and to make a
statement if he or she
10
<PAGE>
wishes. EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 75%
owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for Municipal Income in its initial public offering of
shares in April 1988 and for Municipal Value in its initial public offering of
shares in June 1987.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of
either of the Funds to be held in 1996 a shareholder proposal must be received
at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606,
not later than February 16, 1996.
GENERAL
Management does not intend to present and does not have reason to believe
that others will present any other items of business at either Fund's Annual
Meeting. However, if other matters are properly presented to the Annual Meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
A list of shareholders entitled to be present and to vote at each Fund's
Annual Meeting will be available at the offices of the Funds, 333 West Wacker
Drive, Chicago, Illinois, for inspection by any shareholder during regular
business hours for ten days prior to the date of that Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
James J. Wesolowski
Secretary
11
<PAGE>
NUV795
<PAGE>
PROXY BALLOT
NUVEEN MUNICIPAL VALUE FUND, INC.
COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 26, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the common stock of the
undersigned at the Annual Meeting of Shareholders of Nuveen Municipal Value
Fund, Inc. to be held on July 26, 1995, or any adjournment or adjournments
thereof:
1. Election of Directors:
NOMINEES: Lawrence H. Brown, Peter R. Sawers, Timothy R. Schwertfeger (each
to a term expiring in 1998).
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1995.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your Proxy will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
SEE REVERSE SIDE NUV795
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- -------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS:
(SEE REVERSE FOR NOMINEES)
[_] FOR [_] WITHHOLD authority [_] WITHHOLD authority to
all nominees to vote for all nominees vote for nominees
indicated below:
-------------------------
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
- -------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
- ---------------------------------------------------------
Shareholder sign here ____________________ Date ________
Co-owner sign here _______________________ Date ________
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations,
title or capacity should be stated. If shares are held
jointly, each holder should sign.
[_] BK NUV795 NUV795
