<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NUVEEN 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
- --------------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL MEETINGS
OF SHAREHOLDERS - JULY 25, 1996 333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
NUVEEN MUNICIPAL INCOME FUND, INC.
NUVEEN MUNICIPAL VALUE FUND, INC.
June 7, 1996
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. ("Municipal Income") and Nuveen Municipal Value
Fund, Inc. ("Municipal Value"), 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
Thursday, July 25, 1996, at 10:30 a.m., Chicago time, for the following
purposes:
1. To elect directors to the Board of Directors of each Fund as outlined
below:
a. For Municipal Income, to elect two (2) directors to each serve for a
three year term and until their successors shall have been duly elected and
qualified.
b. For Municipal Value, 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 the selection of Ernst & Young LLP as independent auditors for
the fiscal year ending October 31, 1996.
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 28, 1996 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> 3
<PAGE> 4
333 West Wacker Drive
Chicago, Illinois 60606
(800) 257-8787
JOINT PROXY STATEMENT
JUNE 7, 1996
NUVEEN MUNICIPAL INCOME FUND, INC.
NUVEEN MUNICIPAL VALUE FUND, INC.
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 25, 1996
(for each Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"),
and at any and all adjournments thereof.
On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the nominees 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 the Fund's Annual Meeting is in the best interest of the
Fund and its shareholders in light of the similar matters being considered and
voted on by the shareholders. Shareholders of each Fund will vote separately on
each proposal relating to their Fund, and a vote on a proposal by the
shareholders of one Fund will not affect the vote on the proposal by the
shareholders of 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.
1
<PAGE> 5
As of May 28, 1996 there were issued and outstanding 7,776,486 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 28, 1996 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 7, 1996
1. ELECTION OF DIRECTORS OF EACH FUND
At the Annual Meeting of Municipal Income two (2) directors are to be elected
for a three year term, and at the Annual Meeting of Municipal Value three (3)
directors are to be elected for a three year term, as described below. The Board
of Directors of Municipal Income has designated Anthony T. Dean and Anne E.
Impellizzeri as the nominees for directors for terms expiring at the Annual
Meeting of Shareholders of that Fund in 1999, and until their successors have
been duly elected and qualified. The Board of Directors of Municipal Value has
designated Anthony T. Dean, Royce A. Hoyle and Anne E. Impellizzeri as the
nominees for directors for terms expiring at the Annual Meeting of Shareholders
of that Fund in 1999, 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
of the Funds in the years indicated in the table 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 nominee for 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 April 30, 1996. Anne E. Impellizzeri was last
elected to each Fund's Board of Directors at the 1994 annual meeting of
shareholders and Royce A. Hoyle was last elected to Municipal Value's Board of
Directors at the 1994 annual meeting of shareholders. Anthony T. Dean will be
standing for election by each Fund's shareholders for the first time at the
Annual Meeting to fill a vacancy that will occur upon the retirement of Richard
J. Franke from John Nuveen & Co. Incorporated and the Board of Directors of the
Fund on June 30, 1996. Mr. Franke's contributions to the Funds are greatly
appreciated. As of April 30, 1996, Mr. Franke owned 1,333 shares of Municipal
Value and 500 shares of Municipal Income. In addition to the vacancy that will
occur upon the retirement of Mr. Franke, there is currently another vacancy on
the Board. Each Fund's nominating committee is considering candidates for that
vacancy.
EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THE NOMINEES NAMED BELOW.
2
<PAGE> 6
NOMINEES FOR DIRECTOR OF EACH FUND
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
FULL SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
APRIL 30, 1996
YEAR FIRST ----------------------------------
NAME, AGE AND PRINCIPAL YEAR ELECTED OR ALL
OCCUPATION OF TERM APPOINTED MUNICIPAL MUNICIPAL NUVEEN
NOMINEES AS OF APRIL 30, 1996(1) EXPIRES A DIRECTOR INCOME(2) VALUE(2) FUNDS(3)
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CLASS I, MUNICIPAL INCOME
CLASS II, MUNICIPAL VALUE
*Anthony T. Dean (51) 1999 Nominee 0 0 5,695
Director nominee of the Funds and
President-elect (effective July
1, 1996); President,
Chairman-elect (effective July 1,
1996) and Trustee of the Select
Tax-Free Portfolios advised by
Nuveen Institutional Advisory
Corp. (since July 1994);
President-elect (effective July
1, 1996) and 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).
Anne E. Impellizzeri (63) 1999 1994- 0 0 2,000
Director of the Funds; President each Fund
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).
</TABLE>
3
<PAGE> 7
NOMINEE FOR DIRECTOR OF MUNICIPAL VALUE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
FULL SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
APRIL 30, 1996
YEAR FIRST -----------------------
NAME, AGE AND PRINCIPAL OCCUPATION YEAR ELECTED OR ALL
OF TERM APPOINTED MUNICIPAL NUVEEN
NOMINEE AS OF APRIL 30, 1996(1) EXPIRES A DIRECTOR VALUE(2) FUNDS(3)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS II, MUNICIPAL VALUE
Royce A. Hoyle (73) 1999 1994- 585 3,933
Director (since October 1994) of Municipal Value
Nuveen Municipal Value Fund, only
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>
CONTINUING DIRECTORS OF EACH FUND
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
FULL SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
APRIL 30, 1996
NAME, AGE AND PRINCIPAL YEAR FIRST ----------------------------------
OCCUPATION OF YEAR ELECTED OR ALL
CONTINUING DIRECTORS AS OF TERM APPOINTED MUNICIPAL MUNICIPAL NUVEEN
APRIL 30, 1996(1) EXPIRES A DIRECTOR INCOME(2) VALUE(2) FUNDS(3)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CLASS II, MUNICIPAL INCOME
CLASS III, MUNICIPAL VALUE
Margaret K. Rosenheim (69) 1997 1987- 160 162 5,329
Director of the Funds; Helen Municipal Value
Ross Professor of Social 1988-
Welfare Policy, School of Municipal
Social Service Administration, Income
University of Chicago.
CLASS III, MUNICIPAL INCOME
CLASS I, MUNICIPAL VALUE
Lawrence H. Brown (61) 1998 1993- 0 0 3,637
Director of the Funds; retired each Fund
in August 1989 as Senior Vice
President of The Northern Trust
Company.
- ----------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FULL SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
APRIL 30, 1996
NAME, AGE AND PRINCIPAL YEAR FIRST ----------------------------------
OCCUPATION OF YEAR ELECTED OR ALL
CONTINUING DIRECTORS AS OF APRIL TERM APPOINTED MUNICIPAL MUNICIPAL NUVEEN
30, 1996(1) EXPIRES A DIRECTOR INCOME(2) VALUE(2) FUNDS(3)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter R. Sawers (63) 1998 1991- 1,850 0 8,281
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 (47) 1998 1994- 0 13,341 94,921
President and Director of the each Fund
Funds (since July 1994),
Chairman-elect (effective July 1,
1996); Chairman-elect (effective
July 1, 1996) and 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).
- ---------------------------------------------------------------------------------------------
</TABLE>
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' Adviser, Nuveen
Advisory Corp.
(1) The director nominees of the Funds, except Royce A. Hoyle and Anthony T.
Dean, are board members of 21 Nuveen open-end funds and 53 closed-end funds
managed by Nuveen Advisory Corp. ("NAC Funds"). Mr. Hoyle is a director of
Municipal Value and Nuveen Premium Income Municipal Fund, Inc. only. Mr. Dean is
a board member nominee of 18 closed-end NAC Funds and is a board member of five
closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC Funds").
Mr. Schwertfeger is a board member nominee of each of the NIAC Funds.
(2) 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 or director nominee
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 in all of the NAC Funds 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
5
<PAGE> 9
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.
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, 1995 and the total compensation that the Nuveen funds accrued
for each director during the calendar year 1995, including any interest earned
for directors on deferred compensation. The rate of earnings on deferred
compensation is equivalent to the average net earnings for that calendar quarter
on the shares of such Nuveen fund.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
AGGREGATE COMPENSATION ACCRUED FOR
NAME OF DIRECTOR FROM THE FUNDS DIRECTORS(1)
- -----------------------------------------------------------------------------------
MUNICIPAL MUNICIPAL
INCOME VALUE
-------------------------
<S> <C> <C> <C>
Lawrence H. Brown $297 3,013 $ 55,500
Anne E. Impellizzeri $297 11,024 63,000
Royce A. Hoyle -- 38,981 63,010(2)
Margaret K. Rosenheim $308 2,938 62,322(3)
Peter R. Sawers $297 2,711 55,500
</TABLE>
- --------------------------------------------------------------------------------
(1) Includes, except for Royce A. Hoyle, compensation for service on the boards
of the NAC Funds. Includes for Mr. Hoyle compensation for service on the board
of Municipal Value and Nuveen Premium Income Municipal Fund, Inc.
(2) Includes $2,010 in interest accrued in prior years on deferred compensation
from his previous directorships.
(3) Includes $1,572 in interest accrued on deferred compensation from prior
years.
Richard J. Franke, Margaret K. Rosenheim and Timothy R. Schwertfeger currently
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 respective executive committees of each Fund held twelve
meetings during the fiscal year ended October 31, 1995.
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, and, in
the case of Municipal Value, Royce A. Hoyle, 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, 1995.
6
<PAGE> 10
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 respective nominating
committees of each Fund held two meetings during the fiscal year ended October
31, 1995. No policy or procedure has been established as to the recommendation
of director nominees by shareholders.
In connection with certain legal actions described more fully on page 9 of this
Joint Proxy Statement, Municipal Value has a special investigating committee
composed of Anne E. Impellizzeri and Royce A. Hoyle. The special investigating
committee, which independently investigates the various claims made by
plaintiffs in the litigation, held eighteen meetings during the fiscal year
ended October 31, 1995.
The Board of Directors of each Fund held five meetings during the fiscal year
ended October 31, 1995. 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 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 April 30, 1996 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 25, 1996 for each Fund; however, as
previously mentioned, Mr. Franke will be retiring from the Board of Directors
effective June 30, 1996.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS POSITION AND OFFICES WITH
FOR PAST FIVE YEARS FUNDS
- -----------------------------------------------------------------------------
<S> <C>
William M. Fitzgerald, 32 Vice President
Vice President of Nuveen Advisory Corp. (since 1996)
(since December 1995); prior thereto,
Assistant Vice President (from September
1992 to December 1995) and Assistant
Portfolio Manager (from June 1988 to
September 1992) of Nuveen Advisory Corp.
Kathleen M. Flanagan, 48 Vice President
Vice President of John Nuveen & Co. (since 1994)
Incorporated
Richard J. Franke, 64 Chairman of the Board
Chairman of the Board and Director of The (since each Fund's
John Nuveen Company (since March 1992), organization)
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.
J. Thomas Futrell, 40 Vice President
Vice President of Nuveen Advisory Corp. (since 1991)
</TABLE>
7
<PAGE> 11
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR PAST FIVE YEARS POSITION AND OFFICES WITH FUNDS
- -------------------------------------------------------------------------------
<S> <C>
Steven J. Krupa, 38 Vice President
Vice President of Nuveen Advisory Corp. (since 1990)
Anna R. Kucinskis, 50 Vice President
Vice President of John Nuveen & Co. (since 1991)
Incorporated.
Larry W. Martin, 44 Vice President (since 1993) &
Vice President (since September 1992), Assistant Secretary (since
Assistant Secretary and Assistant General 1989)
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).
O. Walter Renfftlen, 56 Vice President & Controller
Vice President and Controller of The John (since each Fund's
Nuveen Company (since March 1992), John organization)
Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory
Corp.
Thomas C. Spalding, Jr., 44 Vice President
Vice President of Nuveen Advisory Corp. and (since each Fund's
Nuveen Institutional Advisory Corp.; organization)
Chartered Financial Analyst.
H. William Stabenow, 61 Vice President & Treasurer
Vice President and 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).
James J. Wesolowski, 45 Vice President & Secretary
Vice President, General Counsel and (since 1988)
Secretary of The John Nuveen Company
(since March 1992), John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
Gifford R. Zimmerman, 39 Vice President (since 1993) &
Vice President (since September 1992), Assistant Secretary (since
Assistant Secretary and Assistant General 1989)
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 April 30, 1996, directors and executive officers of the Funds as a group
beneficially owned 2,947 shares of Municipal Income and 15,421 shares of
Municipal Value (less than 1% of each Fund). On April 30, 1996, directors,
director nominees and executive officers of the
8
<PAGE> 12
Funds as a group beneficially owned 319,589 common shares of all funds managed
by the Adviser (excluding money market funds). As of April 30, 1996, no person
is known to the Funds to have owned beneficially more than five percent of the
shares of Common Stock of either Fund.
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 and seeking unspecified
damages. A lawsuit making similar allegations was filed in 1995 against the same
defendants in state court in Minneapolis, Minnesota. The suit was dismissed in
December, 1995 and is on appeal. Fund shareholders have also filed actions in
Chicago 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 Court in the Chicago case recently denied in large part various
motions to dismiss. 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 completed its investigation. Based on the Committee's
investigation, the Fund, in May, 1996, filed a motion to be substituted as the
actual plaintiff and to terminate the litigation, except as to certain claims
against the Fund's adviser and outside counsel. The motion is currently pending
before the Court. 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 adverse 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, 1995, 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, 1996. 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
9
<PAGE> 13
vote of a majority of the shares of each Fund present and entitled to vote on
the matter. A representative of Ernst & Young LLP is expected to be present at
the Annual Meetings and will be available to respond to any appropriate
questions raised at the Annual Meetings and to make a statement if he or she
wishes.
EACH FUND'S BOARD 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 78% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. 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 1997 a shareholder proposal must be received
at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than February 7, 1997.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and their
representatives. The Funds have engaged Tritech Services to assist in the
solicitation of proxies at a total estimated cost of $4,000.
ANNUAL REPORT DELIVERY
Annual reports were sent to shareholders of record of each Fund following each
Fund's fiscal year end. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT AND 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.
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
10
<PAGE> 14
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> 15
NUV796
<PAGE> 16
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 25, 1996
The undersigned hereby appoints 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 25, 1996, or any adjournment or adjournments thereof:
1. Election of Directors:
NOMINEES: Anthony T. Dean, Royce A. Hoyle, Anne E. Impellizzeri (each to a
term expiring in 1999).
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1996.
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 NUV796
<PAGE> 17
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS: [ ] FOR [ ] WITHHOLD authority [ ] WITHHOLD authority to vote
(See reverse for nominees) all nominees to vote for all nominees 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.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING [ ] [ ] [ ]
OCTOBER 31, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 NUV796 NUV796
