<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN MUNICIPAL ADVANTAGE FUND, INC.
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC.
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
JULY 26, 1995
June 16, 1995
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of
Nuveen Premium Income Municipal Fund, Inc., Nuveen Performance Plus Municipal
Fund, Inc., Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market
Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen
Insured Quality Municipal Fund, Inc., Nuveen Select Quality Municipal Fund,
Inc. and Nuveen Quality Income Municipal Fund, Inc., each a Minnesota
corporation (individually, a "Fund" and, collectively, the "Funds"), will be
held in the 6th floor auditorium of The Northern Trust Company, 50 South
LaSalle Street, Chicago, Illinois, on Wednesday, July 26, 1995, at 10:30 a.m.,
Chicago time, for the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:
1. To elect directors to the Board of each Fund as outlined below:
a. For each Fund except Nuveen Premium Income Municipal Fund, Inc.,
to elect four (4) directors to serve until the next Annual
Meeting and until their successors shall have been duly elected
and qualified.
b. For Nuveen Premium Income Municipal Fund, Inc., to elect five
(5) directors to serve until the next Annual Meeting and until
their successors shall have been duly elected and qualified.
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending October 31, 1995.
3. To transact such other business as may properly come before the
Annual Meeting.
MATTER TO BE VOTED ON BY EACH FUND'S HOLDERS OF REMARKETED PREFERRED STOCK,
MONEY MARKET CUMULATIVE PREFERRED STOCK OR MUNICIPAL AUCTION RATE CUMULATIVE
PREFERRED STOCK ONLY:
To elect two (2) directors to serve until the next Annual Meeting and
until their successors shall have been duly elected and qualified.
Shareholders of record of each Fund at the close of business on May 31, 1995
are entitled to notice of and to vote at that Fund's Annual Meeting.
IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE
THAT YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON
AT YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
James J. Wesolowski
Secretary
<PAGE>
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN MUNICIPAL ADVANTAGE FUND, INC.
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
NUVEEN INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN INSURED QUALITY MUNICIPAL FUND, INC.
NUVEEN SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN QUALITY INCOME MUNICIPAL FUND, INC.
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
JOINT PROXY STATEMENT
June 16, 1995
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of each of Nuveen Premium Income Municipal Fund, Inc.
("Premium Income"), Nuveen Performance Plus Municipal Fund, Inc. ("Performance
Plus"), Nuveen Municipal Advantage Fund, Inc. ("Municipal Advantage"), Nuveen
Municipal Market Opportunity Fund, Inc. ("Municipal Market Opportunity"),
Nuveen Investment Quality Municipal Fund, Inc. ("Investment Quality"), Nuveen
Insured Quality Municipal Fund, Inc. ("Insured Quality"), Nuveen Select Quality
Municipal Fund, Inc ("Select Quality") and Nuveen Quality Income Municipal
Fund, Inc. ("Quality 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 26, 1995 (for each Fund, an "Annual Meeting" and,
collectively, the "Annual Meetings"), and at any and all adjournments thereof.
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and
their representatives. The Funds have engaged Tritech Services to assist in the
solicitation of proxies at a total estimated cost of $20,000. Annual reports
were sent to shareholders of record of each Fund following each Fund's fiscal
year end. EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
AND SEMI-ANNUAL REPORT (WHICH WILL SOON BE AVAILABLE) UPON REQUEST. SUCH
WRITTEN OR ORAL REQUESTS SHOULD BE DIRECTED TO SUCH FUND AT 333 WEST WACKER
DRIVE, CHICAGO, ILLINOIS 60606 OR BY CALLING 1-800-257-8787.
On the matters coming before each Fund's Annual Meeting as to which a choice
has been specified by the shareholders of that Fund on the proxy, the shares
1
<PAGE>
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 four nominees for
director (or five nominees in the case of Premium Income) to be elected by all
shareholders and the two nominees for director to be elected by holders of
Remarketed Preferred Stock, in the case of Premium Income, Money Market
Cumulative Preferred Stock, in the case of Performance Plus, or Municipal
Auction Rate Cumulative Preferred Stock ("MuniPreferred(R)") in the case of the
other Funds (for convenience, shares of Premium Income's Remarketed Preferred
Stock and shares of Performance Plus' Money Market Cumulative Preferred Stock
shall also be referred to in this Joint Proxy Statement as shares of
MuniPreferred), 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 any Fund who execute proxies may revoke them at any time before
they are voted by filing with that Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date, or by attending that
Annual Meeting and voting in person.
The Board of Directors of each Fund has determined that the use of this Joint
Proxy Statement for each Fund's Annual Meeting is in the best interest of each
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>
COMMON
MATTER STOCK MUNIPREFERRED
- -----------------------------------------------------------------------------------
<S> <C> <C>
Election of Directors by all Shareholders
(Ms. Impellizzeri and Messrs. Franke,
Brown and Sawers nominated for each
Fund; for Premium Income, Mr. Hoyle also
nominated) X X
- -----------------------------------------------------------------------------------
Election of Directors by MuniPreferred
only
(Mrs. Rosenheim and Mr. Schwertfeger
nominated) X
- -----------------------------------------------------------------------------------
Ratify Selection of Auditors X X
</TABLE>
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 each Fund except Premium Income the
election of the two nominees to be elected by holders of MuniPreferred, 33 1/3%
of the MuniPreferred shares entitled to vote and represented in person or by
proxy will
2
<PAGE>
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 to the
shareholders for a vote, abstentions and broker non-votes will be treated as
shares voted against the election of directors and against ratification of the
selection of independent auditors. The details of each proposal to be voted on
by the shareholders of each Fund and the vote required for approval of each
proposal are set forth under the description of each proposal below.
As of May 31, 1995, there were issued and outstanding: 63,785,431 shares of
Common Stock and 700 shares of each series of MuniPreferred, Series A, B, C, D
and E, of Premium Income; 58,456,422 shares of Common Stock and 4,000 shares of
each series of MuniPreferred, Series M, T, W and F, of Performance Plus;
42,021,469 shares of Common Stock and 3,000 shares of each series of
MuniPreferred, Series M, T, W and F, of Municipal Advantage; 44,762,071 shares
of Common Stock and 4,000 shares of each series of MuniPreferred, Series M, T
and F, of Municipal Market Opportunity; 35,404,502 shares of Common Stock and
2,500 shares of each series of MuniPreferred, Series M, T, W and F, of
Investment Quality; 37,339,555 shares of Common Stock and 2,600 shares of each
series of MuniPreferred, Series M, T, W and F, of Insured Quality; 33,350,630
shares of Common Stock and 2,000 shares of each series of MuniPreferred, Series
M, T, W and F of Select Quality; and 53,077,819 shares of Common Stock, 3,000
shares of each series of MuniPreferred, Series M, T, W, and F and 4,000 shares
of MuniPreferred, Series TH, of Quality Income. Those persons who were
shareholders of record at the close of business on May 31, 1995 will be
entitled to one vote for each share held.
This Joint Proxy Statement is first being mailed to shareholders of the Funds
on or about June 16, 1995.
1. ELECTION OF DIRECTORS OF EACH FUND
At each Fund's Annual Meeting, six (6) directors, except in the case of
Premium Income in which case seven (7) directors, 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 Articles of
Incorporation, as
3
<PAGE>
amended, under normal circumstances holders of MuniPreferred are entitled to
elect two (2) directors, and the remaining directors are to be elected by
holders of Common Stock and MuniPreferred, voting together as a single class.
The members of the Board of Directors and the nominees for election to the
Board are the same for each Fund, except that Royce A. Hoyle is a member of
the Board of Directors and a nominee for election to the Board of Premium
Income only. Table I below shows the nominees for director of each Fund to be
elected by holders of Common Stock and MuniPreferred, voting together as a
single class. Table II below shows the nominees for director of each Fund to
be elected by holders of MuniPreferred 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.
Tables I and II below show each nominee's age, principal occupations and
other business affiliations, the year in which each nominee was first elected
or appointed a director of each Fund and the number of shares of Common Stock
of the Funds and of all funds managed by Nuveen Advisory Corp. (excluding
money market funds) which each nominee beneficially owned as of May 15, 1995.
All of the nominees, except Royce A. Hoyle, were last elected to the Board of
Directors at the 1994 annual meeting of shareholders. Mr. Hoyle was appointed
a director of Premium Income in October 1994 and will be standing for election
by that Fund's shareholders for the first time at the Annual Meeting. Mr.
Hoyle was formerly a director of Premium Income.
The members of the Board of Directors mourn the recent passing of John E.
O'Toole, a director since 1989. There is currently a vacancy on the Board of
each Fund. The Funds' nominating committees are considering candidates for the
vacancy and will report to the full Board later this summer.
4
<PAGE>
TABLE I
NOMINEES FOR DIRECTOR FOR EACH FUND TO BE ELECTED
BY ALL SHAREHOLDERS
<TABLE>
<CAPTION>
FULL SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
MAY 15, 1995
------------------
NAME, AGE AND PRINCIPAL ALL
OCCUPATIONS OF NOMINEES AS OF YEAR FIRST ELECTED THE NUVEEN
MAY 15, 1995(1) OR APPOINTED A DIRECTOR FUNDS(2) FUNDS(3)
----------------------------- ----------------------- -------- --------
<C> <C> <C> <S>
*Richard J. Franke (63) 1988--Premium Income 7,833 20,625
Chairman of the Board and 1989--Performance Plus,
Director of the Funds, The Municipal Advantage
John Nuveen Company (since 1990--Municipal Market
March 1992), John Nuveen & Opportunity,
Co. Incorporated, Nuveen Investment Quality,
Advisory Corp. and Nuveen Insured Quality
Institutional Advisory 1991--Select Quality,
Corp.; formerly, Chairman Quality Income
of the Board and Board
Member of the Nuveen Funds
advised by Nuveen
Institutional Advisory
Corp. (from inception to
August 1994); Certified
Financial Planner.
Lawrence H. Brown (60) 1993--All Funds 704 3,445
Director of the Funds;
retired in August 1989 as
Senior Vice President of
The Northern Trust Company.
Anne E. Impellizzeri (62) 1994--All Funds 0 2,000
Director of the Funds;
President and Chief
Executive Officer of
Blanton-Peale, Institutes
of Religion and Health
(since December 1990);
prior thereto, Vice
President of New York City
Partnership (from 1987 to
1990) and Vice President of
Metropolitan Life Insurance
Company (from 1980 to
1987).
Peter R. Sawers (62) 1991--All Funds 2,349 7,825
Director of the Funds;
Adjunct 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.
</TABLE>
5
<PAGE>
TABLE I (CONTINUED)
NOMINEE FOR DIRECTOR FOR PREMIUM INCOME
TO BE ELECTED BY ALL SHAREHOLDERS
<TABLE>
<CAPTION>
FULL SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED MAY 15,
1995
-----------------
NAME, AGE AND PRINCIPAL ALL
OCCUPATIONS OF NOMINEE AS OF YEAR FIRST THE NUVEEN
MAY 15, 1995(1) APPOINTED A DIRECTOR FUNDS(2) FUNDS(3)
---------------------------- -------------------- -------- --------
<S> <C> <C> <C>
Royce A. Hoyle (73) 1994--Premium Income 376 3,715
Director (since October only
1994) of Nuveen Municipal
Value Fund, Inc. and Nuveen
Premium Income Municipal
Fund, Inc.; previously a
Board Member of the Nuveen
Funds advised by Nuveen
Advisory Corp. (from April
1985 to February 1992);
prior to January 1987, a
Vice President of Duff &
Phelps, Inc. (investment
research and financial
analysis) and thereafter
(to January 1992) a
consultant.
</TABLE>
TABLE II
NOMINEES FOR DIRECTOR FOR EACH FUND TO BE ELECTED
BY HOLDERS OF MUNIPREFERRED
<TABLE>
<CAPTION>
FULL COMMON
SHARES
BENEFICIALLY
OWNED MAY 15,
1995
-----------------
NAME, AGE AND PRINCIPAL ALL
OCCUPATIONS OF NOMINEES AS OF YEAR FIRST ELECTED THE NUVEEN
MAY 15, 1995(1) OR APPOINTED A DIRECTOR FUNDS(2) FUNDS(3)
----------------------------- ----------------------- -------- --------
<S> <C> <C> <C>
Margaret K. Rosenheim (68) 1988--Premium Income 655 5,015
Director of the Funds; 1989--Performance Plus,
Helen Ross Professor of Municipal Advantage,
Social Welfare Policy, Municipal Market
School of Social Service Opportunity
Administration, University 1990--Investment Quality,
of Chicago. Insured Quality
1991--Select Quality,
Quality Income
*Timothy R. Schwertfeger (46) 1994--All Funds 10,644 88,620
President and Director of
the Funds (since July
1994); Executive Vice
President and Director of
The John Nuveen Company
(since March 1992) and John
Nuveen & Co. Incorporated;
Director of Nuveen Advisory
Corp. (since October 1992)
and Nuveen Institutional
Advisory Corp. (since
October 1992).
</TABLE>
6
<PAGE>
- -----------
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.
(1) The director nominees of the Funds, except Royce A. Hoyle, are directors
or trustees, as the case may be, of 21 Nuveen open-end funds and 55 Nuveen
closed-end funds. Mr. Hoyle is a director of Premium Income and Nuveen
Municipal Value Fund, Inc.
(2) No director nominee beneficially owned as much as 1% of any Fund's
outstanding Common Stock or beneficially owned any shares of MuniPreferred of
any of the Funds except that Timothy R. Schwertfeger holds jointly with his
wife 4 shares of MuniPreferred of Performance Plus and 2 shares of
MuniPreferred of Quality Income. The shares shown in this column include the
following:
<TABLE>
<CAPTION>
MUNICIPAL
PREMIUM PERFORMANCE MUNICIPAL MARKET INVESTMENT INSURED SELECT QUALITY
INCOME PLUS ADVANTAGE OPPORTUNITY QUALITY QUALITY QUALITY INCOME
------- ----------- --------- ----------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard J. Franke 1,333 1,000 1,000 1,000 500 1,000 1,000 1,000
Lawrence H. Brown -- -- -- -- -- -- -- 704
Anne E. Impellizzeri -- -- -- -- -- -- -- --
Royce A. Hoyle 376 -- -- -- -- -- -- --
Peter R. Sawers -- -- 1,180 -- -- 1,169 -- --
Margaret K. Rosenheim 655 -- -- -- -- -- -- --
Timothy R. Schwertfeger 5,644 -- -- 5,000 -- -- -- --
</TABLE>
The above persons have sole voting power and sole investment power as to the
shares of Common Stock listed.
(3) The number shown reflects the aggregate number of common shares
beneficially owned by the nominee in all of the funds managed by Nuveen
Advisory Corp. and referred to in note (1) above (excluding money market
funds).
The directors affiliated with John Nuveen & Co. Incorporated ("Nuveen") or
Nuveen Advisory Corp. (the "Adviser") serve without any compensation from the
Funds. Directors who are not affiliated with Nuveen or the Adviser receive a
$45,000 annual retainer for serving as a director or trustee, as the case may
be, of all funds sponsored by Nuveen and managed by the Adviser and a $1,000
fee per day plus expenses for attendance at all meetings held on a day on
which a regularly scheduled Board meeting is held, a $1,000 fee per day plus
expenses for attendance in person or a $500 fee per day plus expenses for
attendance by telephone at a meeting held on a day on which no regular Board
meeting is held, and a $250 fee per day plus expenses for attendance in person
or by telephone at a meeting of the executive committee. The annual retainer,
fees and expenses are allocated among the funds managed by the Adviser on the
basis of relative net asset sizes, except for the annual retainer, fees and
expenses paid to Mr. Hoyle, which are allocated between Premium Income and
Nuveen Municipal Value 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 tables below show, for each director who is not affiliated with Nuveen
or the Adviser, the aggregate compensation paid by each Fund for its fiscal
year
7
<PAGE>
ended October 31, 1994 and the total compensation that Nuveen funds accrued for
each director during the calendar year 1994, including any interest accrued for
directors on deferred compensation. The rate of earnings on deferred
compensation is equivalent to the average net earnings rate, computed on a
quarterly basis, on the shares of such Nuveen fund.
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGGREGATE COMPENSATION FROM THE FUNDS
- ---------------- --------------------------------------------
MUNICIPAL
PREMIUM PERFORMANCE MUNICIPAL MARKET
INCOME PLUS ADVANTAGE OPPORTUNITY
------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Lawrence H. Brown $1,865 1,678 1,285 1,344
Anne E. Impellizzeri(1) $1,129 880 672 702
Margaret K. Rosenheim $2,285(2) 2,115(3) 1,434 1,502
Peter R. Sawers $1,508 1,719 1,315 1,377
Royce A. Hoyle(4) $ 949(5) -- -- --
</TABLE>
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
AGGREGATE COMPENSATION FROM THE ACCRUED FOR
NAME OF DIRECTOR FUNDS DIRECTORS(6)
- ---------------- ---------------------------------- ------------
INVESTMENT INSURED SELECT QUALITY
QUALITY QUALITY QUALITY INCOME
---------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Lawrence H. Brown $1,107 1,159 1,039 1,602 56,500
Anne E. Impellizzeri(1) $ 579 604 540 835 48,750
Margaret K. Rosenheim $1,234 1,292 1,156 1,794 64,404(7)
Peter R. Sawers $1,134 1,187 1,064 1,642 56,000
Royce A. Hoyle(4) $ -- -- -- -- 16,153(8)
</TABLE>
- -----------
(1) Anne E. Impellizzeri was appointed a director in April 1994.
(2) Includes $228 in interest accrued on deferred compensation from prior
years.
(3) Includes $236 in interest accrued on deferred compensation from prior
years.
(4) Mr. Hoyle was appointed a director of Premium Income in October 1994.
(5) Includes $504 of interest accrued in prior years on deferred compensation
from his previous directorship with Premium Income.
(6) Includes, except for Mr. Hoyle, compensation for service on the boards of
55 Nuveen closed-end funds and 21 Nuveen open-ended funds. Also includes
amounts for Nuveen funds that existed for part of the year, estimated as if
they had existed for the entire year.
(7) Includes $1,404 in interest accrued on deferred compensation from prior
years.
(8) Includes $3,516 in interest accrued on deferred compensation from his
previous directorships.
Richard J. Franke, Margaret K. Rosenheim and Timothy R. Schwertfeger serve as
members of the executive committee of the Board of Directors of each Fund. The
executive committee of each Fund, which meets between regular meetings of the
Board of Directors, is authorized to exercise all of the powers of the Board of
Directors. The respective executive committees of Premium Income, Performance
Plus, Insured Quality and Select Quality held fourteen meetings during the
fiscal year ended October 31, 1994. The respective executive
8
<PAGE>
committees of Municipal Advantage, Municipal Market Opportunity, Investment
Quality and Quality Income held thirteen meetings during the fiscal year ended
October 31, 1994.
Each Fund's Board of Directors has an audit committee composed of Lawrence
H. Brown, Anne E. Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers,
directors who are not "interested persons." The audit committee reviews the
work and any recommendations of the Fund's independent auditors. Based on such
review, it is authorized to make recommendations to the Board of Directors.
The respective audit committees of the Funds held two meetings during the
fiscal year ended October 31, 1994.
Nomination of those directors who are not "interested persons" of each Fund
is committed to a nominating committee composed of the directors who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested directors. The nominating
committees of each Fund, except Premium Income held two meetings during the
fiscal year ended October 31, 1994. The nominating committee of Premium Income
held three meetings during the fiscal year ended October 31, 1994. No policy
or procedure has been established as to the recommendation of director
nominees by shareholders.
The Board of Directors of Premium Income held eleven meetings during the
fiscal year ended October 31, 1994. The respective Boards of Directors of
Performance Plus, Municipal Advantage, Municipal Market Opportunity,
Investment Quality, Insured Quality, Select Quality and Quality Income held
six meetings during the fiscal year ended October 31, 1994. During the last
fiscal year, each director attended 75% or more of each Fund's Board meetings
and the committee meetings (if a member thereof), except that Mr. Franke was
unable to attend certain executive committee meetings held solely to declare
dividends. His attendance at executive committee meetings only which he was
scheduled to attend was less than 75%.
Each Fund has the same executive officers. The following table sets forth
information as of May 15, 1995 with respect to each executive officer of the
Funds, other than executive officers who are directors and reflected above.
Officers of the Funds receive no compensation from the Funds. The term of
office of all officers will expire at the first meeting of the Board of
Directors of each Fund after the Annual Meeting, which Board of Directors'
meeting is presently scheduled to be held on July 26, 1995 for each Fund.
9
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<C> <C> <C> <S>
Kathleen M. Flanagan 48 Vice President Vice President of John Nuveen &
(since 1994) Co. Incorporated.
J. Thomas Futrell 39 Vice President Vice President of Nuveen
(since 1991) Advisory Corp. (since
February 1991); prior
thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from August 1988 to
February 1991); Chartered
Financial Analyst.
Steven J. Krupa 37 Vice President Vice President of Nuveen
(since 1990) Advisory Corp. (since October
1990); prior thereto, Vice
President of John Nuveen &
Co. Incorporated (from
January 1989 to October
1990).
Anna R. Kucinskis 49 Vice President Vice President of John Nuveen &
(since 1991) Co. Incorporated.
Larry W. Martin 43 Vice President Vice President (since September
(since 1993) & 1992), Assistant Secretary
Assistant Secre- and Assistant General Counsel
tary (since 1988) 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 55 Vice President Vice President and Controller
& Controller of The John Nuveen Company
(since each Fund's (since March 1992), John
organization) Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.
Thomas C. Spalding, Jr. 43 Vice President Vice President of Nuveen
(since each Fund's Advisory Corp. and Nuveen
organization) Institutional Advisory Corp.;
Chartered Financial Analyst.
H. William Stabenow 60 Vice President Vice President and Treasurer of
& Treasurer The John Nuveen Company
(since each Fund's (since March 1992), John
organization) Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp. (since January 1992).
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<C> <C> <C> <S>
George P. Thermos 63 Vice President Vice President of John Nuveen &
(since each Fund's Co. Incorporated.
organization)
James J. Wesolowski 44 Vice President Vice President, General Counsel
& Secretary and Secretary of The John Nuveen
(since each Fund's Company (since March 1992), John
organization) Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Gifford R. Zimmerman 38 Vice President Vice President (since September
(since 1993) & 1992), Assistant Secretary and
Assistant Secre- Assistant General Counsel of
tary (since 1988) John Nuveen & Co. Incorporated;
Vice President (since May 1993)
and Assistant Secretary of
Nuveen Advisory Corp.; Vice
President (since May 1993) and
Assistant Secretary (since
January 1992) of Nuveen
Institutional Advisory Corp.
</TABLE>
On May 15, 1995, directors and executive officers of the Funds as a group
beneficially owned the following Fund shares: Premium Income, 9,529 shares of
Common Stock (less than 1%) and no shares of MuniPreferred; Performance Plus,
1,000 shares of Common Stock (less than 1%) and 4 shares of MuniPreferred;
Municipal Advantage, 18,434 shares of Common Stock (less than 1%) and no shares
of MuniPreferred; Municipal Market Opportunity, 7,283 shares of Common Stock
(less than 1%) and no shares of MuniPreferred; Investment Quality, 500 shares
of Common Stock (less than 1%) and no shares of MuniPreferred; Insured Quality,
6,169 shares of Common Stock (less than 1%) and no shares of MuniPreferred;
Select Quality, 1,000 shares of Common Stock (less than 1%) and no shares of
MuniPreferred; and Quality Income, 1,704 shares of Common Stock (less than 1%)
and 8 shares of MuniPreferred. On May 15, 1995, directors and executive
officers of the Funds as a group beneficially owned 204,005 common shares of
all funds managed by the Adviser (excluding money market funds). As of May 15,
1995, no person is known to the Funds to have owned beneficially more than five
percent of the shares of Common Stock or MuniPreferred of any Fund, except that
Stein Roe & Farnham Incorporated, located at 1 South Wacker Drive, Chicago,
Illinois 60606-4683 beneficially owns 280 shares (11.2%) of MuniPreferred,
Series F of Investment Quality.
Certain legal actions originally filed in January 1994 by Premium Income
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
11
<PAGE>
violated federal and state laws and the Fund's articles of incorporation in
connection with the rights offering. Fund shareholders have also filed actions
against the Fund's former outside legal counsel and in-house counsel to John
Nuveen & Co. Incorporated and Nuveen Advisory Corp. seeking unspecified damages
and alleging, among other things, negligence and professional malpractice. The
defendants have denied the allegations and are defending the suits. The Fund's
Board of Directors has created a committee, comprised of outside directors who
are not defendants in the suits, to investigate the claims being pursued in the
Fund's name and to explore all options. The committee has substantially
completed its investigation. Any conclusions the committee reaches will remain
confidential until the court rules on certain motions now pending before it.
While there can be no assurance as to the outcome of these suits, based on
their current status, Fund management believes that they will not have a
material effect on the Fund.
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and directors, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of
a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that during the fiscal year ended October 31, 1994, all
Section 16(a) filing requirements applicable to that Fund's officers and
directors, investment adviser and affiliated persons of the investment adviser
were complied with.
2. SELECTION OF INDEPENDENT AUDITORS
The members of each Fund's Board of Directors who are not "interested
persons" of that Fund have unanimously selected Ernst & Young LLP, independent
public accountants, as independent auditors, to audit the books and records of
that Fund for the fiscal year ending October 31, 1995. Ernst & Young LLP has
served each Fund in this capacity since that Fund was organized and has no
direct or indirect financial interest in that Fund except as independent
auditors. The selection of Ernst & Young LLP as independent auditors of each
Fund is being submitted to the shareholders for ratification, which requires
the affirmative vote of a majority of the shares of each Fund present and
entitled to vote on the matter. A representative of Ernst & Young LLP is
expected to be present at the Annual Meetings and will be available to respond
to any appropriate questions raised at the Annual Meetings and to make a
statement if he or she wishes. EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF
INDEPENDENT AUDITORS.
12
<PAGE>
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 75%
owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for Premium Income, in its initial public offering of
Common Stock in July 1988 and its public offering of MuniPreferred in October
1988; for Performance Plus, in its initial public offering of Common Stock in
June 1989 and its public offering of MuniPreferred in October 1989; for
Municipal Advantage, in its initial public offering of Common Stock in December
1989 and its public offering of MuniPreferred in March 1990; for Municipal
Market Opportunity, in its initial public offering of Common Stock in March
1990 and its public offering of MuniPreferred in May 1990; for Investment
Quality, in its initial public offering of Common Stock in June 1990 and its
public offering of MuniPreferred in September 1990; for Insured Quality, in its
initial public offering of Common Stock in December 1990 and its public
offering of MuniPreferred in March 1991; for Select Quality, in its initial
public offering of Common Stock in March 1991 and its public offering of
MuniPreferred in June 1991; and for Quality Income, in its initial public
offering of Common Stock in June 1991 and its public offering of MuniPreferred
in October 1991.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of
any of the Funds to be held in 1996, a shareholder proposal must be received at
the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than February 16, 1996.
GENERAL
Management does not intend to present and does not have reason to believe
that others will present any other items of business at any 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.
13
<PAGE>
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
NPI795
14
<PAGE>
PROXY BALLOT
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 26, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the common stock of the
undersigned at the Annual Meeting of Shareholders of Nuveen Municipal Market
Opportunity Fund, Inc. to be held on July 26, 1995, or any adjournment or
adjournments thereof:
1. Election of Directors:
NOMINEES: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri,
Peter R. Sawers.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1995.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your Proxy will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
SEE REVERSE SIDE NMO795
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- -------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS:
(SEE REVERSE FOR NOMINEES)
[_] FOR [_] WITHHOLD authority [_] WITHHOLD authority to
all nominees to vote for all nominees vote for nominees
indicated below:
-------------------------
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
- -------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
- ---------------------------------------------------------
Shareholder sign here ____________________ Date ________
Co-owner sign here _______________________ Date ________
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations,
title or capacity should be stated. If shares are held
jointly, each holder should sign.
[_] BK NPI795 NMO795
<PAGE>
PROXY BALLOT
NUVEEN MUNICIPAL MARKET OPPORTUNITY FUND, INC.
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES M, T AND F
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 26, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the shares of Municipal
Auction Rate Cumulative Preferred Stock, Series M, T and F, of the undersigned
at the Annual Meeting of Shareholders of Nuveen Municipal Market Opportunity
Fund, Inc. to be held on July 26, 1995, or any adjournment or adjournments
thereof:
1. Election of Directors:
NOMINEES--BY ALL SHAREHOLDERS: Lawrence H. Brown, Richard J. Franke, Anne E.
Impellizzeri, Peter R. Sawers.
NOMINEES--BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
ONLY: Margaret K. Rosenheim, Timothy R. Schwertfeger.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending October 31, 1995.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your Proxy will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
SEE REVERSE SIDE NMO795P
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- -------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS:
(SEE REVERSE FOR NOMINEES)
[_] FOR [_] WITHHOLD authority [_] WITHHOLD authority to
all nominees to vote for all nominees vote for nominees
indicated below:
-------------------------
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
- -------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
- ---------------------------------------------------------
Shareholder sign here ____________________ Date ________
Co-owner sign here _______________________ Date ________
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations,
title or capacity should be stated. If shares are held
jointly, each holder should sign.
[_] BK NPI795 NMO795P
