NUVEEN CALIFORNIA MUNICIPAL VALUE FUND INC, DEF 14A, 1999-09-14

NUVEEN CALIFORNIA MUNICIPAL VALUE FUND INC
DEF 14A, 1999-09-14

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

NUVEEN CALIFORNIA 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] No fee required.

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

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

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

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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

(3) Filing party:

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

(4) Date filed:

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

<PAGE> 2

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
OCTOBER 13, 1999 60606
(800) 257-8787
</TABLE>

NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA MUNICIPAL VALUE FUND, INC.
NUVEEN CALIFORNIA PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN CALIFORNIA INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN CALIFORNIA QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN CALIFORNIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND

September 14, 1999

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Arizona Premium Income Municipal Fund, Inc., Nuveen California Municipal Value
Fund, Inc. ("California Value"), Nuveen California Performance Plus Municipal
Fund, Inc., Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen
California Investment Quality Municipal Fund, Inc., Nuveen California Select
Quality Municipal Fund, Inc., Nuveen California Quality Income Municipal Fund,
Inc., Nuveen Insured California Premium Income Municipal Fund, Inc., Nuveen
Insured California Premium Income Municipal Fund 2, Inc., Nuveen Michigan
Quality Income Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal
Fund, Inc. and Nuveen Ohio Quality Income Municipal Fund, Inc., each a Minnesota
corporation, and Nuveen California Premium Income Municipal Fund and Nuveen
Texas Quality Income Municipal Fund, both a Massachusetts business trust
(individually, a "Fund" and, collectively, the "Funds"), will be held in the
31st floor conference room of John Nuveen & Co. Incorporated, 333 West Wacker
Drive, Chicago, Illinois, on Wednesday, October 13, 1999, at 10:00 a.m., Chicago
time, for the following purposes and to transact such other business, if any, as
may properly come before the meeting:

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

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

i.) five (5) Board Members to be elected by the holders of Common Shares
and Municipal Auction Rate Cumulative Preferred ("MuniPreferred"),
voting together as a single class, and;
<PAGE> 3

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

b. For California Value, to elect one (1) Board Member for a three year
term and until a successor shall have been duly elected and qualified.

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

3. To transact such other business as may properly come before the Annual
Meeting.

Shareholders of record of each Fund at the close of business on August 16, 1999
are entitled to notice of and to vote at that Fund's Annual Meeting.

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

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

<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
SEPTEMBER 14, 1999 Chicago, Illinois
60606
800-257-8787
</TABLE>

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each director or trustee a "Board Member") of each of Nuveen Arizona Premium
Income Municipal Fund, Inc. ("Arizona Premium"), Nuveen California Municipal
Value Fund, Inc. ("California Value"), Nuveen California Performance Plus
Municipal Fund, Inc. ("California Performance"), Nuveen California Municipal
Market Opportunity Fund, Inc. ("California Opportunity"), Nuveen California
Investment Quality Municipal Fund, Inc. ("California Investment"), Nuveen
California Select Quality Municipal Fund, Inc. ("California Select"), Nuveen
California Quality Income Municipal Fund, Inc. ("California Quality"), Nuveen
Insured California Premium Income Municipal Fund, Inc. ("Insured California"),
Nuveen Insured California Premium Income Municipal Fund 2, Inc. ("Insured
California 2"), Nuveen California Premium Income Municipal Fund ("California
Premium") (the aforementioned California Funds will be referred to collectively
as the "California Funds"), Nuveen Michigan Quality Income Municipal Fund, Inc.
("Michigan Quality"), Nuveen Michigan Premium Income Municipal Fund, Inc.
("Michigan Premium"), Nuveen Ohio Quality Income Municipal Fund, Inc. ("Ohio
Quality") and Nuveen Texas Quality Income Municipal Fund ("Texas Quality")
(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 October 13,
1999 (for each Fund, an "Annual Meeting and, collectively, the "Annual
Meetings"), and at any and all adjournments thereof.

On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the nominees as listed in this Joint
Proxy Statement, and FOR ratification of the selection of Ernst & Young LLP as
independent auditors. Shareholders of any Fund who execute proxies may revoke
them at any time before they are voted by filing with that Fund a

1
<PAGE> 5

written notice of revocation, by delivering a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in person.

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

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

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

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

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred of each Fund (except
California Value), 33 1/3% of the MuniPreferred shares entitled to vote and
represented in person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Annual Meeting will be tabulated by the inspectors of
election appointed for that Annual Meeting. The inspectors of election will
determine whether or not a quorum is present at the Annual Meeting. The
inspectors of election will treat abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees, typically in "street name," as to which (i)
instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter) as present for purposes of determining a
quorum.

For purposes of determining the approval of the matters submitted for a vote of
the shareholders of each Fund (except California Premium and Texas Quality),
abstentions and broker non-votes will be treated as shares voted against the
election of Board Members and against ratification of the selection of
independent auditors. For purposes of determining the approval of the matters
submitted for a vote of the shareholders of California Premium and Texas
Quality, abstentions and broker non-votes will have no effect on the election of
Board Members and will have the same effect as shares voted against ratification
of the selection of independent auditors. The details of each proposal to be
voted on by the shareholders of each Fund and the vote required for approval of
each proposal are set forth under the description of each proposal below.

2
<PAGE> 6

Those persons who were shareholders of record at the close of business on August
16, 1999 will be entitled to one vote for each share held. As of August 16, 1999
shares of the Funds were issued and outstanding as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arizona Premium 4,348,137 1,200 Series TH
California Value 25,222,660 N/A
California Performance 12,748,540 1,800 Series T
640 Series W
1,800 Series F
California Opportunity 8,026,600 2,200 Series W
520 Series F
California Investment 13,378,327 3,600 Series M
880 Series W
California Select 22,790,683 2,400 Series T
1,680 Series W
3,600 Series TH
California Quality 21,669,637 1,400 Series M
3,000 Series W
3,000 Series F
Insured California 6,419,740 1,800 Series T
Insured California 2 12,613,940 1,900 Series T
1,900 Series TH
California Premium 5,753,535 1,720 Series M
Michigan Quality 11,496,993 3,200 Series TH
560 Series F
Michigan Premium 7,691,988 840 Series M
1,400 Series TH
Ohio Quality 9,423,047 680 Series M
1,400 Series TH
1,000 Series TH2
Texas Quality 9,440,806 760 Series M
2,000 Series TH
</TABLE>

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

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about September 14, 1999.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except California Value), seven (7) Board Members
are to be elected to serve until the next Annual Meeting and until their
successors shall have been duly elected and qualified. Under the terms of each
Fund's organizational documents (except California Value), under normal
circumstances holders of MuniPreferred are entitled to elect two (2) Board
Members, and the remaining Board Members are to be elected by holders of

3
<PAGE> 7

Common Shares and MuniPreferred, voting together as a single class. Pursuant to
the organizational documents of California Value, the Board is divided into
three classes, with each class being elected to serve a term of three years.
This year one (1) Board Member is to be elected at this meeting to serve on the
Board of California Value for a three year term.

FOR ARIZONA PREMIUM, CALIFORNIA PERFORMANCE, CALIFORNIA OPPORTUNITY, CALIFORNIA
INVESTMENT, CALIFORNIA SELECT, CALIFORNIA QUALITY, INSURED CALIFORNIA, INSURED
CALIFORNIA 2, CALIFORNIA PREMIUM, MICHIGAN QUALITY, MICHIGAN PREMIUM, OHIO
QUALITY AND TEXAS QUALITY. As indicated above, holders of MuniPreferred are
entitled to elect two of the Board Members. Messrs. Schneider and Schwertfeger
are nominees for election by holders of the MuniPreferred. The five remaining
Board Members are to be elected by holders of the Common Shares and the
Preferred Shares, voting together as a single class. Messrs. Bremner, Brown and
Sawers and Mses. Impellizzeri and Stockdale are nominees for election by all
shareholders.

FOR CALIFORNIA VALUE. The Board of California Value has designated Ms.
Impellizzeri as a Class II Board Member and as a nominee for Board Member for a
term expiring at the Annual Meeting of Shareholders in the year 2002, and until
her successor has been duly elected and qualified. The remaining Board Members,
Messrs. Bremner, Brown, Sawers, Schneider and Schwertfeger and Ms. Stockdale are
current and continuing, Board Members. The term of Messrs. Bremner and Schneider
and Ms. Stockdale as Class III Board Members expires in 2000. The term of
Messrs. Brown, Sawers and Schwertfeger as Class II Board Members expires in
2001.

The affirmative vote of a majority of the shares present and entitled to vote at
the Annual Meeting (except for California Premium and Texas Quality) will be
required to elect Board Members of that Fund. For California Premium and Texas
Quality, the affirmative vote of a plurality of the shares present and entitled
to vote at the Annual Meeting will be required to elect the Board Members of
those Funds.

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

The table below shows each nominee's birthdate, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a Board Member of each Fund and the number of Common Shares of the
Funds and of all Nuveen Funds (excluding money market funds) which each nominee
beneficially owned as of July 30, 1999. All of the nominees were last elected to
the Board at the 1998 annual meeting of shareholders except for California
Value, which only elected Class I Board Members. Currently there is a vacancy on
each Board. No candidate has been selected to fill this vacancy.

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

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

4
<PAGE> 8

BOARD NOMINEES

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
FULL COMMON SHARES
BENEFICIALLY OWNED
JULY 30, 1999
--------------------
ALL
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR THE NUVEEN
NOMINEES AS OF JULY 30, 1999(1) APPOINTED A BOARD MEMBER FUNDS FUNDS(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert P. Bremner, 8/22/40(3) Board Member 1997-All Funds 0 12,692
of the Funds; private investor and
management consultant.
Lawrence H. Brown, 7/29/34(4) Board Member 1993-All Funds 0 7,266
of the Funds; retired in August 1989 as
Senior Vice President of The Northern Trust
Company (banking and trust industry).
Anne E. Impellizzeri, 1/26/33(5) Board 1994-All Funds 0 4,370
Member of the Funds; Executive Director
(since 1998) of Manitoga Center for Russel
Wright's design/ home and landscape),
formerly President and Chief Executive
Officer of Blanton-Peale Institute (a
training and counseling organization).
Peter R. Sawers, 4/3/33(4) Board Member of 1991-All Funds except as 0 13,493
the Funds; Adjunct Professor of Business indicated below
and Economics, University of Dubuque, Iowa; 1992-Arizona Premium,
Adjunct Professor, Lake Forest Graduate Insured California
School of Management, Lake Forest, and Michigan Premium
Illinois; Chartered Financial Analyst; 1993-Insured California 2
Certified Management Consultant. 1993-Insured California 2
William J. Schneider, 9/24/44(3)(6) Board 1997-All Funds 0 39,790
Member of the Funds; Senior partner and
Chief Operating Officer, Miller-Valentine
Partners; Vice President, Miller-Valentine
Group (commercial real estate); Member,
Community Advisory Board, National City
Bank, Dayton, Ohio
*Timothy R. Schwertfeger, 3/28/49(4)(6) 1994-All Funds 0 228,806
Chairman of the Board (since July 1996) and
President (since July 1999) of the Funds;
Chairman (since May 1999), Trustee and
President (since July 1996) of the Funds
advised by Nuveen Institutional Advisory
Corp.; Chairman (since July 1996) and
Director, previously Executive Vice
President, of The John Nuveen Company, John
Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory
Corp.; Director (since 1996) of
Institutional Capital Corporation; Chairman
and Director (since January 1997) of Nuveen
Asset Management, Inc.; Chairman and
Director of Rittenhouse Financial Services,
Inc. (since 1999)
</TABLE>

5
<PAGE> 9

(*) "Interested person as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.

(1) As of July 30, 1999, the Board Members and nominees were board members of 37
Nuveen open-end funds and 55 closed-end funds managed by Nuveen Advisory Corp.
("NAC Funds"). In addition, Mr. Schwertfeger is a board member of six open-end
and five closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC
Funds").

(2) Certain Shares may be held in the name of, or jointly with, a director's
spouse or a director may have disclaimed beneficial ownership of certain Shares.

(3) Messrs. Bremner and Schneider and Ms. Stockdale are continuing Class III
Board Members of California Value whose term will expire in 2000.

(4) Messrs. Brown, Sawers and Schwertfeger are continuing Class I Board Members
of California Value whose term will expire in 2001.

(5) Ms. Impellizzeri is a Class II Board Member of California Value and has been
nominated for a term to expire in 2002.

(6) Messrs. Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds except California Value.

The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen") or
Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the
Funds. Board Members who are not affiliated with Nuveen or the Adviser receive a
$15,000 quarterly retainer ($60,000 annually) for serving as a board member of
all funds sponsored by Nuveen and managed by the Adviser and a $1,000 fee per
day plus expenses for attendance at all meetings held on a day on which a
regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses
for attendance in person or a $500 fee per day plus expenses for attendance by
telephone at a meeting held on a day on which no regular Board meeting is held,
and a $250 fee per day plus expenses for attendance in person or by telephone at
a meeting of the executive committee or the dividend committee. The annual
retainer, fees and expenses are allocated among the funds managed by the Adviser
on the basis of relative net asset sizes. Effective January 1, 1999, the Board
of Directors/Trustees of certain Nuveen Funds (the "Participating Funds")
established a Deferred Compensation Plan for Independent Directors and Trustees.
Under the plan, Independent Board Members of the Participating Funds may defer
receipt of all, or a portion, of the compensation they earn for their services
to the Participating Funds, in lieu of receiving current payments of such
compensation. Any deferred amount is treated as though an equivalent dollar
amount had been invested in shares of one or more eligible Nuveen funds. Each
Independent Board Member, other than Mr. Brown, has elected to defer at least a
portion of their fees. California Performance, California Investment, California
Select, California Quality and Insured California 2 are Participating Funds.

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<PAGE> 10

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid during the calendar year 1998.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
- -----------------------------------------------------------------------------------------------------------------------------
ARIZONA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
NAME OF BOARD MEMBER PREMIUM VALUE PERFORMANCE OPPORTUNITY INVESTMENT SELECT QUALITY
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Bremner(1) $142 $379 $430 $274 $448 $758 $743
Lawrence H. Brown 155 411 469 299 489 826 811
Anne E. Impellizzeri(2) 142 379 430 274 448 758 743
Peter R. Sawers(3) 142 379 431 296 484 819 803
William J. Schneider(4) 142 379 430 274 448 758 743
Judith M. Stockdale(5) 142 379 430 274 448 758 743
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL
COMPENSATION ON
NUVEEN FUNDS
ACCRUED FOR
BOARD
AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS(6)
--------------------------------------------------------------------------------------------------
INSURED INSURED CALIFORNIA MICHIGAN MICHIGAN OHIO TEXAS
NAME OF BOARD MEMBER CALIFORNIA CALIFORNIA 2 PREMIUM QUALITY PREMIUM QUALITY QUALITY
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert P. Bremner(1) $217 $411 $182 $387 $254 $342 $319 71,500
Lawrence H. Brown 237 448 198 422 277 373 348 79,100
Anne E. Impellizzeri(2) 217 411 182 387 254 342 319 71,500
Peter R. Sawers(3) 218 413 183 388 255 343 320 72,000
William J. Schneider(4) 217 411 182 387 254 342 319 71,500
Judith M. Stockdale(5) 217 411 182 387 254 342 319 72,000
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes deferred fees of $31 of California Performance, $32 of California
Investment, $55 of California Select, $53 of California Quality and $29 of
Insured California 2.

(2) Includes deferred fees of $206 of California Performance, $215 of California
Investment, $366 of California Select, $356 of California Quality and $193
of Insured California 2.

(3) Includes deferred fees of $207 of California Performance, $251 of California
Investment, $426 of California Select, $416 of California Quality and $195
of Insured California 2.

(4) Includes deferred fees of $206 of California Performance, $215 of California
Investment, $365 of California Select, $356 of California Quality and $193
of Insured California 2.

(5) Includes deferred fees of $51 of California Performance, $54 of California
Investment, $91 of California Select, $89 of California Quality and $48 of
Insured California 2.

(6) Includes compensation for service on the boards of the NAC Funds for the
calendar year ended 1998.

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) or (ii) matters of administrative or ministerial nature.
The executive committee of California Performance, California Opportunity,
California Investment, California Select, California Quality and

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<PAGE> 11

Michigan Quality each held two meetings during its last fiscal year. The
executive committee of the other funds each held one meeting during its last
fiscal year.

Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the
dividend committee for each Fund. The dividend committee is authorized to
declare distributions on the Funds' shares including, but not limited to,
regular and special dividends, capital gains and ordinary income distributions.
The dividend committee of each Fund held twelve meetings during its last fiscal
year.

Each Fund's Board has an audit committee composed of Robert P. Bremner, Lawrence
H. Brown, Anne E. Impellizzeri, Peter R. Sawers, William J. Schneider and Judith
M. Stockdale, Board Members who are not "interested persons" of the Fund. The
audit committee reviews the work and any recommendations of the Fund's
independent auditors. Based on such review, it is authorized to make
recommendations to the Board. The audit committee of each Fund held two meetings
during its last fiscal year.

Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a nominating committee composed of the Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The nominating
committees of each Fund held one meeting during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.

The Board of each Fund, except California Value, held seven meetings during its
last fiscal year. The Board of California Value held four meetings during its
last fiscal year. During the last fiscal year, each Board Member attended 75% or
more of each Fund's Board meetings and the committee meetings (if a member
thereof).

The following table sets forth information as of July 30, 1999 with respect to
each executive officer of the Funds, other than Mr. Schwertfeger who is a Board
Member and included in the table relating to nominees for the Board. Officers of
the Funds receive no compensation from the Funds. The term of office of all
officers will expire in July 2000.

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<PAGE> 12

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
POSITIONS WITH BUSINESS EXPERIENCE
NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Michael S. Davern 6/26/57 Vice President Vice President of Nuveen
since 1997) Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc. (from
September 1991 to January 1997).
Lorna C. Ferguson 10/24/45 Vice President Vice President of John Nuveen &
(since 1998) Co. Incorporated; Vice President
of Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp. (since January 1998).
William M. Fitzgerald 3/2/64 Vice President Vice President of Nuveen
(since 1996) Advisory Corp. (since December
1995); prior thereto, Assistant
Vice President of Nuveen
Advisory Corp. (from September
1992 to December 1995);
Chartered Financial Analyst.
Stephen D. Foy 5/31/54 Vice President and Vice President of John Nuveen &
Controller Co. Incorporated and (since May
(since 1998) 1998) The John Nuveen Company;
Certified Public Accountant.
J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen
(since 1991) Advisory Corp; Chartered
Financial Analyst.
Richard A. Huber 3/26/63 Vice President Vice President of Nuveen
(since 1998) Institutional Advisory Corp.
(since March 1998) and Nuveen
Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc.
Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen
(since 1990) Advisory Corp.
Larry W. Martin 7/27/51 Vice President Vice President, Assistant
(since 1993) and Secretary and Assistant General
Assistant Counsel of John Nuveen & Co.
Secretary (since Incorporated; Vice President and
each Fund's Assistant Secretary of Nuveen
organization) Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Assistant Secretary of The John
Nuveen Company and (since
January 1997) Nuveen Asset
Management Inc.
Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen
(since 1996) Advisory Corp. and Nuveen
Institutional Advisory Corp.
(since September 1996); prior
thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from December 1993 to
September 1996) and Nuveen
Institutional Advisory Corp.
(from May 1995 to September
1996); Chartered Financial
Analyst.
</TABLE>

9
<PAGE> 13

On July 30, 1999, Board Members and executive officers of the Funds did not
beneficially own any of the Funds' Common Shares or shares of MuniPreferred. On
July 30, 1999 Board Members and executive officers of the Funds as a group
beneficially owned 382,576 common shares of all funds managed by the Adviser or
Nuveen Institutional Advisory Corp. (includes Deferred Units and shares held by
the executive officers in Nuveen's 401(k)/profit sharing plan, but excludes
shares of money market funds). As of July 30, 1999, no shareholder owned more
than 5% of any class of shares of any Fund.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board who are not "interested persons" of that Fund
have unanimously selected Ernst & Young LLP, independent public accountants, as
independent auditors, to audit the books and records for each Fund for its
current fiscal year. Ernst & Young LLP has served each Fund in this capacity
since that Fund was organized and has no direct or indirect financial interest
in that Fund except as independent auditors. The selection of Ernst & Young LLP
as independent auditors of each Fund is being submitted to the shareholders for
ratification, which requires the affirmative vote of a majority of the shares of
each Fund present and entitled to vote on the matter. A representative of Ernst
& Young LLP is expected to be present at the Annual Meetings and will be
available to respond to any appropriate questions raised at the Annual Meetings
and to make a statement if he or she wishes.

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

10
<PAGE> 14

SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act"), as
amended, require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than ten
percent of a registered class of the Funds' equity securities to file forms
reporting their affiliation with that Fund and reports of ownership and changes
in ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section 16(a)
forms they file. Based on a review of these forms furnished to each Fund, each
Fund believes that during its last fiscal year all Section 16(a) filing
requirements applicable to that Fund's Board Members and officers, investment
adviser and affiliated persons of the investment adviser were complied with.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

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

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2000, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than May 17, 2000. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than July 31, 2000. Timely
submission of a proposal does not mean that such proposal will be included.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and their
representatives.

FISCAL YEAR

The last fiscal year for each Fund except for the California Funds was July 31,
1999 and for the California Funds was August 31, 1999.

11
<PAGE> 15

ANNUAL REPORT DELIVERY

Annual reports for the Funds fiscal year ended in 1998 were sent to shareholders
of record of each Fund following each Fund's fiscal year end. The 1999 annual
report for each Fund (except the California Funds) is expected to be available
on or before September 29, 1999 and for the California Funds, on or before
October 30, 1999. Each Fund will furnish, without charge, a copy of its annual
report and/or semi-annual report upon request. Such written or oral requests
should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois
60606 or by calling 1-800-257-8787.

GENERAL

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

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

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

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

Gifford R. Zimmerman
Vice President and Secretary

12
<PAGE> 16

NAZ1099
<PAGE> 17

NUVEEN NUVEEN CA MUNICIPAL VALUE FUND, INC.
JOHN NUVEEN & CO., INC.
ANNUAL MEETING OF SHAREHOLDERS
33 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 COMMON STOCK

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
OCTOBER 13, 1999

The annual meeting of shareholders will be held Wednesday, October
13, 1999, at 10:00 a.m. Central Time, in the 31st Floor Conference
Room of John Nuveen & Co. Incorporated, 333 West Wacker Drive,
Chicago, Illinois. At this meeting, you will be asked to vote on the
proposals described in the proxy statement attached. The undersigned
hereby appoints Timothy R. Schwertfeger, Alan G. Berkshire, Larry W.
Martin and Gifford R. Zimmerman, and each of them, with full power of
substitution, proxies for the undersigned to represent and vote the
shares of the undersigned at the annual meeting of shareholders to be
held on October 13, 1999, or any adjournment or adjournments thereof.

You are encouraged to specify your choices by marking the
appropriate boxes. If you do not mark any boxes, your proxy
will be voted "FOR" all of the proposals. Please mark, sign,
date and return this proxy card promptly using the enclosed
envelope if you are not voting by telephone or over the
Internet. To vote by telephone, please call (800) 690-6903.
To vote over the Internet, go to www.proxyvote.com. In either
case you will be asked to enter the control number on the
right hand side of this proxy card.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 3 KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

- ------------------------------------------------------------------------------------------------------------------------------------
NUVEEN CA MUNICIPAL VALUE FUND, INC.
Common Stock

Vote On Proposals

1. ELECTION OF NOMINEES TO THE BOARD For Against Abstain
01) Anne E. Impellizzeri [ ] [ ] [ ]

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

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN
YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE
COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR
OVER THE INTERNET (www.proxyvote.com).

In their discretion, the proxies are authorized to vote upon such other business as
may properly come before the annual meeting.

The shares to which this proxy relates will be voted as specified. If no
specification is made, such shares will be voted "FOR" the election of the nominee to
the Board and "FOR" the proposal set forth on this proxy.

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

NOTE: Please sign your name exactly as it appears on this proxy. If shares are held
jointly, each holder must sign the proxy. If you are signing on behalf of an
estate, trust, or corporation, please state your title or capacity.

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

------------------------------------------ -----------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

</TABLE>