<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 INCOME FUND, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] $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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETINGS 333 West Wacker Drive
OF SHAREHOLDERS - JULY 30, 1997 Chicago, Illinois 60606
(800) 257-8787
NUVEEN MUNICIPAL VALUE FUND, INC.
NUVEEN MUNICIPAL INCOME FUND, INC.
June 23, 1997
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Municipal Value Fund, Inc. ("Municipal Value") and Nuveen Municipal Income Fund,
Inc. ("Municipal Income"), 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 30, 1997, at 10:30 a.m., Chicago time, for the following
purposes:
1. To elect three (3) directors to the Board of Directors of each Fund.
2. To ratify the selection of Ernst & Young LLP as independent auditors for
the fiscal year ending October 31, 1997.
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 June 2, 1997 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.
Gifford R. Zimmerman
Vice President and Assistant Secretary
<PAGE> 3
<PAGE> 4
JOINT PROXY STATEMENT 333 West Wacker Drive
JUNE 23, 1997 Chicago, Illinois 60606
(800) 257-8787
NUVEEN MUNICIPAL VALUE FUND, INC.
NUVEEN MUNICIPAL INCOME 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 Value Fund, Inc. ("Municipal
Value") and Nuveen Municipal Income Fund, Inc. ("Municipal Income")
(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 30, 1997
(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 June 2, 1997 there were issued and outstanding 194,959,522 shares of
Municipal Value and 7,816,401 shares of Municipal Income. Those persons who were
shareholders of record at the close of business on June 2, 1997 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 23, 1997.
1. ELECTION OF DIRECTORS OF EACH FUND
At the Annual Meeting of each Fund three (3) directors are to be elected for a
three year term, as described below. The Board of Directors of each Fund has
designated Robert P. Bremner, William J. Schneider and Judith M. Stockdale as
nominees for directors for terms expiring at the Annual Meeting of Shareholders
in 2000, 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 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 each 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 each 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, 1997. Messrs. Bremner and Schneider
were appointed to each Fund's Board of Directors in May 1997 and will be
standing for election by each Fund's shareholders for the first time at the
Annual Meeting. Mr. Bremner was appointed to fill the vacancy that existed on
the Funds' Board of Directors and the appointment of Mr. Schneider was made in
connection with an expansion in the size of the Board of Directors. In addition,
Ms. Stockdale will also be standing for election by each Fund's shareholders for
the first time at the Annual Meeting. Ms. Stockdale's appointment, which is
effective July 1, 1997, is intended to fill a vacancy that will occur upon the
retirement of Margaret K. Rosenheim from each Fund's Board of Directors on July
30, 1997. Pursuant to the term limits set by the Board, Mrs. Rosenheim is not
eligible for reelection. The Board of Directors and all management of the Nuveen
Funds wish to express their appreciation to Mrs. Rosenheim for her contributions
to the Nuveen Funds. As of April 30, 1997, Mrs. Rosenheim owned 175 shares of
Municipal Value and 172 shares of Municipal Income.
The Board of Directors of Municipal Value mourn the recent passing of Royce A.
Hoyle, a director of the Funds from 1984 to 1991 and a director of Municipal
Value from 1994 to 1997.
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 ON
APRIL 30, 1997
YEAR FIRST ---------------------------------
NAME, AGE AND PRINCIPAL YEAR ELECTED OR ALL
OCCUPATION OF NOMINEES TERM APPOINTED MUNICIPAL MUNICIPAL NUVEEN
AS OF APRIL 30, 1997(1) EXPIRES A DIRECTOR VALUE(2) INCOME(2) FUNDS(3)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CLASS II, MUNICIPAL INCOME
CLASS III, MUNICIPAL VALUE
Robert P. Bremner (56) 2000 1997- 0 0 893(4)
Director of the Funds; each Fund
private investor and
management consultant.
William J. Schneider (52) 2000 1997- 0 0 16,443
Director of the Funds; each Fund
Senior partner,
Miller-Valentine Partners;
Vice President
Miller-Valentine Realty,
Inc.
Judith M. Stockdale (49) 2000 1997- 0 0 0
Director of the Funds each Fund
(effective July 1, 1997);
Executive Director (since
1994) of the Gaylord and
Dorothy Donnelley
Foundation; prior thereto,
Executive Director (from
1990 to 1994) of the Great
Lakes Protection Fund.
- ------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 7
CONTINUING DIRECTORS OF EACH FUND
<TABLE>
<CAPTION>
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FULL SHARES OF
COMMON STOCK
BENEFICIALLY OWNED ON
APRIL 30, 1997
YEAR FIRST -------------------------------
NAME, AGE AND PRINCIPAL OCCUPATION OF YEAR ELECTED OR ALL
CONTINUING DIRECTORS AS OF TERM APPOINTED MUNICIPAL MUNICIPAL NUVEEN
APRIL 30, 1997(1) EXPIRES A DIRECTOR VALUE(2) INCOME(2) FUNDS(3)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CLASS I, MUNICIPAL INCOME
CLASS II, MUNICIPAL VALUE
*Anthony T. Dean (52) 1999 1996 0 0 5,695
Director and President of the Funds
(since July 1996); Chairman (since
July 1996) and Trustee (since July
1994) of the Nuveen Select Tax-Free
Portfolios advised by Nuveen
Institutional Advisory Corp.;
President (since July 1996) and
Director of The John Nuveen Company,
John Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Anne E. Impellizzeri (64) 1999 1994- 0 0 2,000
Director of the Funds; President and each Fund
Chief Executive Officer of Blanton-
Peale, Institute.
CLASS III, MUNICIPAL INCOME
CLASS I, MUNICIPAL VALUE
Lawrence H. Brown (62) 1998 1993- 0 0 3,864
Director of the Funds; retired each Fund
(August 1989) as Senior Vice
President of The Northern Trust
Company.
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</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
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FULL SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
APRIL 30, 1997
YEAR FIRST -------------------------------
YEAR ELECTED OR ALL
NAME, AGE AND PRINCIPAL OCCUPATION OF TERM APPOINTED MUNICIPAL MUNICIPAL NUVEEN
CONTINUING DIRECTORS AS OF APRIL 30, 1997(1) EXPIRES A DIRECTOR VALUE(2) INCOME(2) FUNDS(3)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter R. Sawers (64) 1998 1991- 0 1,974 9,105
Director of the Funds; Adjunct Professor of each Fund
Business and Economics, University of
Dubuque, Iowa; Adjunct Professor, Lake
Forest Graduate School of Management, Lake
Forest, Illinois; prior thereto, Executive
Director, Towers Perrin Australia
(management consultant); Chartered Financial
Analyst; Certified Management Consultant.
*Timothy R. Schwertfeger (48) 1998 1994- 14,367 0 154,499
Director of the Funds and (since July 1996) each Fund
Chairman of the Funds; Trustee and President
(since July 1996) of the Nuveen Select
Tax-Free Portfolios advised by Nuveen
Institutional Advisory Corp.; Chairman
(since July 1996) and Director of The John
Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
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</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 Ms. Stockdale are board members
of 42 Nuveen open-end funds and 52 closed-end funds managed by Nuveen Advisory
Corp. ("NAC Funds"). Ms. Stockdale will be a board member of the NAC Funds
effective July 1, 1997. In addition, Messrs. Dean and Schwertfeger are also
board members of 8 funds managed by Nuveen Institutional Advisory Corp. ("NIAC
Funds").
(2) The above persons have sole voting power and sole investment power as to the
shares listed, except that Timothy R. Schwertfeger holds his shares of Municipal
Value jointly with his spouse. 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).
(4) Represents shares which are owned by Mr. Bremner's spouse. Mr. Bremner
disclaims beneficial ownership of these shares.
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
$32,500 annual retainer for serving as a director or trustee, as the case may
be, of all exchange-traded 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
5
<PAGE> 9
among the exchange-traded funds managed by the Adviser on the basis of relative
net asset sizes. 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. In addition,
the Directors who are not affiliated with Nuveen or the Adviser receive a
$27,500 annual retainer for services as a director or trustee, as the case may
be, of all open-end funds sponsored by Nuveen and managed by the Adviser and
similar per day meeting and other expenses.
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, 1996 and the total compensation that the Nuveen funds accrued
for each director during the calendar year 1996, 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
VALUE INCOME
------------------------
<S> <C> <C> <C>
Robert P. Bremner(2) $ 0 $ 0 $ 0
Lawrence H. Brown $2,853 $324 $ 59,000
Anne E. Impellizzeri $2,853 $324 $ 59,000
Margaret K. Rosenheim $3,117 $336 $66,815(3)
Peter R. Sawers $2,853 $324 $ 59,000
William J. Schneider(2) $ 0 $ 0 $ 0
Judith M. Stockdale(2) $ 0 $ 0 $ 0
</TABLE>
- --------------------------------------------------------------------------------
(1) Includes compensation for service on the boards of the NAC Funds.
(2) Messrs. Brenner and Scheider were appointed to the Board of the Funds in May
1997 and were elected to the Boards of other NAC Funds effective December 31,
1996 and January 31, 1997. Ms Stockdale was appointed to the Board of the NAC
Funds, including the Funds, effective July 1, 1997.
(3) Includes $1,565 in interest accrued on deferred compensation from prior
years.
Anthony T. Dean, 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
thirteen meetings during the fiscal year ended October 31, 1996.
Each Fund's Board of Directors has an audit committee currently composed of
Robert P. Bremner, Lawrence H. Brown, Anne E. Impellizzeri, Margaret K.
Rosenheim, Peter R. Sawers
6
<PAGE> 10
and William J. Schneider, 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, 1996.
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 one meeting during the fiscal year ended October
31, 1996. No policy or procedure has been established as to the recommendation
of director nominees by shareholders.
The Board of Directors of each Fund held seven meetings during the fiscal year
ended October 31, 1996. 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).
The Funds have the same executive officers. The following table sets forth
information as of April 30, 1997 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 30, 1997 for each Fund.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR PAST FIVE YEARS POSITION AND OFFICES WITH FUNDS
- ---------------------------------------------------------------------------------
<S> <C>
William M. Fitzgerald, 33 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.;
Chartered Financial Analyst.
Kathleen M. Flanagan, 49 Vice President
Vice President of John Nuveen & Co. (since 1994)
Incorporated; Vice President (since June
1996) of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
J. Thomas Futrell, 41 Vice President
Vice President of Nuveen Advisory Corp.; (since 1991)
Chartered Financial Analyst.
Steven J. Krupa, 39 Vice President
Vice President of Nuveen Advisory Corp. (since 1990)
Anna R. Kucinskis, 51 Vice President
Vice President of John Nuveen & Co. (since 1991)
Incorporated.
</TABLE>
7
<PAGE> 11
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR PAST FIVE YEARS POSITION AND OFFICES WITH FUNDS
- ---------------------------------------------------------------------------------
<S> <C>
Larry W. Martin, 45 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.
and Nuveen Institutional Advisory Corp.;
Assistant Secretary (since February 1993) of
The John Nuveen Company.
Edward F. Neild, IV, 31 Vice President (since 1996)
Vice President of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp. (since
September 1996); prior thereto, Assistant
Vice President of Nuveen Advisory Corp.
(from December 1993 to September 1996) and
Nuveen Institutional Advisory Corp. (from
May 1995 to September 1996); previously,
Portfolio Manager of Nuveen Advisory Corp.
(January 1992); Chartered Financial Analyst.
O. Walter Renfftlen, 57 Vice President & Controller
Vice President and Controller of The John (since each Fund's
Nuveen Company, John Nuveen & Co. organization)
Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
Thomas C. Spalding, Jr., 45 Vice President
Vice President of Nuveen Advisory Corp. and (since each Fund's
Nuveen Institutional Advisory Corp.; organization)
Chartered Financial Analyst.
H. William Stabenow, 62 Vice President & Treasurer
Vice President and Treasurer of The John (since 1988)
Nuveen Company John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.
Gifford R. Zimmerman, 40 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.
and Nuveen Institutional Advisory Corp.
- ---------------------------------------------------------------------------------
</TABLE>
On April 30, 1997, directors and executive officers of the Funds as a group
beneficially owned 14,542 shares of Municipal Value and 2,146 shares of
Municipal Income (less than 1% of each Fund). On April 30, 1997, directors,
director nominees and executive officers of the Funds as a group beneficially
owned 289,486 common shares of all funds managed by the Adviser (excluding money
market funds). As of April 30, 1997, no person is known to the Funds to have
owned beneficially more than five percent of the shares of Common Stock of
either Fund.
The parties have settled certain legal actions challenging Municipal Value's
January 1994 rights offering which were filed in January 1994 and thereafter by
the shareholders of
8
<PAGE> 12
Municipal Value in federal district court in Chicago and in state court in
Minneapolis, Minnesota against John Nuveen & Co. Incorporated, Nuveen Advisory
Corp., the directors of Municipal Value at the time of the rights offering,
Municipal Value's former outside legal counsel and in-house counsel to John
Nuveen & Co. Incorporated. The actions included allegations that the defendants
violated federal and state law and Municipal Value's Articles of Incorporation
in connection with the rights offering. As described in a court approved notice
of the proposed settlement sent to shareholders, Municipal Value will not bear
any cost of the settlement and will be reimbursed for attorney's fees it
incurred in the litigation as part of the settlement. Municipal Value may also
receive additional money if any of the settlement amounts go undistributed or
unclaimed. The cost of the settlement will be paid one-half each by insurers for
the Fund's former outside counsel and for Nuveen. The federal district court
approved the settlement on June 3, 1997; the settlement will become final absent
any appeal. If an appeal is taken, the settlement will become final if and when
the approval of the federal district court is upheld.
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, 1997. 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 OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
SECTION 16 REPORTING COMPLIANCE
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, 1996, 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.
9
<PAGE> 13
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 Value in its initial public offering of
shares in June 1987 and for Municipal Income in its initial public offering of
shares in April 1988.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of
either of the Funds to be held in 1998 a shareholder proposal must be received
at the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than February 23, 1998.
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 inspection by any shareholder during regular business
hours for ten days prior to the date of that Annual Meeting.
10
<PAGE> 14
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 Assistant Secretary
11
<PAGE> 15
NUV797
<PAGE> 16
PROXY BALLOT
NUVEEN MUNICIPAL INCOME FUND, INC.
COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 30, 1997
The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean, and
Gifford R. Zimmerman, 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 Income
Fund, Inc. to be held on July 30, 1997, or any adjournment or adjournments
thereof:
1. Election of Directors:
NOMINEES: Robert P. Bremner, William J. Schneider and Judith M. Stockdale
(each to a term expiring in 2000).
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1997.
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
NMI797
<TABLE>
<CAPTION>
The Board of Directors recommends a vote FOR all nominees and the proposal: Please mark your votes as in this example. [X]
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <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, 1997.
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.
</TABLE>
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.
NMI797
[ ] BK NUV797
