NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND INC, DEF 14A, 1998-06-16

NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND INC
DEF 14A, 1998-06-16

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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 INSURED MUNICIPAL 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] 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:

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

(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 60606
JULY 22, 1998 (800) 257-8787
</TABLE>

NUVEEN MUNICIPAL VALUE FUND, INC.
NUVEEN MUNICIPAL INCOME FUND, INC.
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.
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC.
NUVEEN PREMIER MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIER INSURED MUNICIPAL INCOME FUND, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 2, INC.
NUVEEN PREMIUM INCOME MUNICIPAL FUND 4, INC.
NUVEEN INSURED PREMIUM INCOME MUNICIPAL FUND 2
NUVEEN SELECT MATURITIES MUNICIPAL FUND

JUNE 15, 1998

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"), Nuveen Municipal Income Fund,
Inc. ("Municipal Income"), 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., Nuveen
Insured Municipal Opportunity Fund, Inc., Nuveen Premier Municipal Income Fund,
Inc., Nuveen Premier Insured Municipal Income Fund, Inc., Nuveen Premium Income
Municipal Fund 2, Inc. and Nuveen Premium Income Municipal Fund 4, Inc., each a
Minnesota corporation and Nuveen Insured Premium Income Municipal Fund 2 and
Nuveen Select Maturities Municipal Fund ("Select Maturities"), each a
Massachusetts business trust (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 22,
1998, 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 Members to the Board of each Fund as outlined below:

a. For each Fund except Municipal Value, Municipal Income and Select
Maturities, to elect eight (8) Board Members to serve until the next Annual
Meeting and until their successors shall have been duly elected and
qualified:

i) six (6) 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

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

b. For Municipal Value and Municipal Income, to elect three (3) Board
Members for a three year term and until their successors shall have been
duly elected and qualified.

c. For Select Maturities, to elect eight (8) Board Members to serve
until the next Annual Meeting and until their successors shall have been
duly elected and qualified.
<PAGE> 3

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 May 26, 1998 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 Secretary
<PAGE> 4

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

June 15, 1998

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 Municipal Value
Fund, Inc. ("Municipal Value"), Nuveen Municipal Income Fund, Inc. ("Municipal
Income"), 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"), Nuveen Quality Income Municipal Fund, Inc. ("Quality
Income"), Nuveen Insured Municipal Opportunity Fund, Inc. ("Insured Municipal
Opportunity"), Nuveen Premier Municipal Income Fund, Inc. ("Premier Municipal"),
Nuveen Premier Insured Municipal Income Fund, Inc. ("Premier Insured"), Nuveen
Premium Income Municipal Fund 2, Inc. ("Premium Income 2"), Nuveen Premium
Income Municipal Fund 4, Inc. ("Premium Income 4"), Nuveen Insured Premium
Income Municipal Fund 2 ("Insured Premium Income 2") and Nuveen Select
Maturities Municipal Fund ("Select Maturities") (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 22, 1998 (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 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.
<PAGE> 5

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
COMMON MUNI
MATTER SHARES PREFERRED(1)
- --------------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all shareholders (except
Municipal Value, Municipal Income, and Select Maturities)
(Robert P. Bremner, Lawrence H. Brown, Anthony T. Dean, Anne
E. Impellizzeri, Peter R. Sawers and Judith M. Stockdale
nominated) X X
Election of Board Members by MuniPreferred only (except
Municipal Value, Municipal Income and Select Maturities)
(William J. Schneider and Timothy R. Schwertfeger nominated) N/A X
Election of Board Members for Municipal Value and Municipal
Income by all shareholders (Lawrence H. Brown, Peter R.
Sawers and Timothy R. Schwertfeger nominated) X N/A
Election of Board Members for Select Maturities by all
shareholders (Robert P. Bremner, Lawrence H. Brown, Anthony
T. Dean, Anne E. Impellizzeri, Peter R. Sawers, William J.
Schneider, Timothy R. Schwertfeger and Judith M. Stockdale
nominated) X N/A
Ratify 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
Municipal Income, Municipal Value and Select Maturities), 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 Select Maturities and Insured Premium
Income 2), 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 Select Maturities and Insured
Premium Income 2, 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.

Those persons who were shareholders of record at the close of business on May
26, 1998 will be entitled to one vote for each share held. As of May 26, 1998,
shares of the Funds were issued and outstanding as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- --------------------------------------------------------------
<S> <C> <C> <C>
Municipal Value 194,959,522 N/A
Municipal Income 7,889,627 N/A
Premium Income 63,785,431 3,800 Series M
3,800 Series T
3,800 Series W
3,800 Series TH
3,800 Series F
Performance Plus 59,707,018 4,000 Series M
4,000 Series T
4,000 Series W
4,000 Series F
Municipal Advantage 42,460,975 3,000 Series M
3,000 Series T
3,000 Series W
3,000 Series F
Municipal Market
Opportunity 45,059,648 4,000 Series M
4,000 Series T
4,000 Series F
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- --------------------------------------------------------------
<S> <C> <C> <C>
Investment Quality 35,565,253 2,500 Series M
2,500 Series T
2,500 Series W
2,500 Series F
Insured Quality 37,636,042 2,600 Series M
2,600 Series T
2,600 Series W
2,600 Series F
Select Quality 33,697,664 2,000 Series M
2,000 Series T
2,000 Series W
2,000 Series F
Quality Income 53,588,770 3,000 Series M
3,000 Series T
3,000 Series W
4,000 Series TH
3,000 Series F
</TABLE>

2
<PAGE> 6

<TABLE>
<CAPTION>
- --------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- --------------------------------------------------------------
<S> <C> <C> <C>
Insured Municipal
Opportunity 80,354,062 4,000 Series M
4,000 Series T
4,000 Series W
4,000 Series TH1
4,000 Series TH2
4,000 Series F
Premier Municipal 19,861,810 2,800 Series T
2,800 Series TH
Premier Insured 19,188,247 2,800 Series TH
2,800 Series F
Premium Income 2 40,791,537 2,000 Series M
3,000 Series T
2,000 Series W
3,000 Series TH
2,000 Series F
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------
FUND COMMON SHARES MUNIPREFERRED
- --------------------------------------------------------------
<S> <C> <C> <C>
Premium Income 4 40,847,681 2,200 Series M
2,000 Series T
1,328 Series T2
1,680 Series W
2,000 Series TH
1,800 Series F
1,328 Series F2
Insured Premium Income 2 37,239,037 2,080 Series M
2,200 Series T
2,080 Series W
2,200 Series TH
2,196 Series F
Select Maturities 12,370,635 N/A
</TABLE>

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

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about June 15, 1998.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except Municipal Value and Municipal Income),
eight (8) 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 Municipal Value, Municipal
Income and Select Maturities) 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 Common Shares and MuniPreferred,
voting together as a single class. Pursuant to the organizational documents of
Municipal Value and Municipal Income the Board is divided into three classes,
with each class being elected to serve a term of three years. For Municipal
Value and Municipal Income, three (3) Board Members are to be elected to serve
for a three year term.

FOR PREMIUM INCOME, PERFORMANCE PLUS, MUNICIPAL ADVANTAGE, MUNICIPAL MARKET
OPPORTUNITY, INVESTMENT QUALITY, INSURED QUALITY, SELECT QUALITY, QUALITY
INCOME, INSURED MUNICIPAL OPPORTUNITY, PREMIER MUNICIPAL, PREMIER INSURED,
PREMIUM INCOME 2, PREMIUM INCOME 4 AND INSURED PREMIUM INCOME 2. 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
MuniPreferred. The six remaining Board Members are to be elected by holders of
Common Shares and the Preferred Shares, voting together as a single class.
Messrs. Bremner, Brown, Dean and Sawers and Mses. Impellizzeri and Stockdale are
nominees for election by all shareholders.

FOR MUNICIPAL VALUE AND MUNICIPAL INCOME. The Boards of Municipal Value and
Municipal Income have designated Lawrence H. Brown, Peter R. Sawers and Timothy
R. Schwertfeger as Class I and Class III Board Members, respectively, and as
nominees for Board Members for a term expiring at the Annual Meeting of
Shareholders in the year 2001, and until their successors have been duly elected
and qualified. The remaining Board Members, Messrs. Bremner, Dean and Schneider
and Mses. Impellizzeri and Stockdale are current and continuing Board Members.
The term of Mr. Dean and Ms. Impellizzeri as Class II and Class I Board Members
of Municipal Value and Municipal Income, respectively, expires in 1999. The term
of Messrs. Bremner and Schneider and Ms. Stockdale as Class III and Class II
Board Members of Municipal Value and Municipal Income, respectively, expires in
2000.

FOR SELECT MATURITIES. Messrs. Bremner, Brown, Dean, Sawers, Schneider and
Schwertfeger and Mses. Impellizzeri and Stockdale are to be elected by all
shareholders.

The affirmative vote of a majority of the shares present and entitled to vote at
the Annual Meeting (except for Select Maturities and Insured Premium Income 2)
will be required to elect Board Members of that Fund. For Select Maturities and
Insured Premium Income 2, 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 or 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 age, 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 managed by Nuveen Advisory Corp. or Nuveen
Institutional Advisory Corp. (excluding money market funds and shares held in
Nuveen's 401(k)/Profit Sharing Plan) that each nominee beneficially owned as of
April 30, 1998. All

3
<PAGE> 7

of the nominees were last elected to the Board at the 1997 annual meeting of
shareholders except for Municipal Value and Municipal Income which only elected
Class III and Class II Board Members, respectively.

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

BOARD NOMINEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED ON
APRIL 30, 1998
-------------------------------------------
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL
OCCUPATION OF NOMINEES AS OF OR APPOINTED NUVEEN
APRIL 30, 1998(1) A BOARD MEMBER THE FUNDS(2) FUNDS(3)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Bremner, 57 (5) 1997--All Funds -0- 4,297(4)
Board Member of the Funds; private
investor and management consultant.
Lawrence H. Brown, 63 (6) 1993--All Funds Quality Income- 854 6,862
Board Member of the Funds; retired in Insured Municipal
August 1989 as Senior Vice President of Opportunity- 789
The Northern Trust Company. Select Maturities- 1,069
*Anthony T. Dean, 53 (7) 1996--All Funds Municipal Market 5,000 17,957
Director and President of the Funds Opportunity-
advised by Nuveen Advisory Corp. (since
July 1996); Chairman (since July 1996) and
Trustee (since August 1994), formerly
President (from August 1994 to July 1996)
of the Funds advised by Nuveen
Institutional Advisory Corp.; President
(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.;
President and Director (since January
1997) of Nuveen Asset Management, Inc.;
Chairman and Director (since September
1997) of Rittenhouse Financial Services,
Inc.
Anne E. Impellizzeri, 65 (7) 1994--All Funds Insured Municipal 1,000 3,003
Board Member of the Funds; President and Opportunity-
Chief Executive Officer of Blanton-Peale
Institute of Religion and Health.
Peter R. Sawers, 65 (6) 1991--All Funds, Municipal Income- 2,089 11,548
Board Member of the Funds; Adjunct except Premium Municipal Advantage- 1,434
Professor of Business and Economics, Income 2, Premium Insured Quality- 1,428
University of Dubuque, Iowa; Adjunct Income 4, Select Select Maturities- 1,905
Professor, Lake Forest Graduate School of Maturities and
Management, Lake Forest, Illinois; prior Insured Premium
thereto, Executive Director, Towers Perrin Income 2
Australia (management consultant); 1992--Premium
Chartered Financial Analyst; Certified Income 2 and
Management Consultant. Select Maturities
1993--Premium
Income 4 and
Insured Premium
Income 2
William J. Schneider, 53 (5)(8) 1997--All Funds -0- 19,890
Board Member of the Funds; Senior partner,
Miller-Valentine Partners; Vice President
of Miller-Valentine Realty, Inc.
*Timothy R. Schwertfeger, 49 (6)(8) 1994--All Funds Municipal Value- 15,426 191,871
Director (since July 1994) and Chairman Premium Income- 11,941
(since July 1996), formerly President Performance Plus- 5,000
(from July 1994 to July 1996) of the Funds Municipal Advantage- 5,000
advised by Nuveen Advisory Corp.; Trustee Municipal Market
and President (since July 1996) of the Opportunity- 5,000
Funds advised by Nuveen Institutional Select Quality- 5,000
Advisory Corp.; Chairman (since July 1996) Insured Municipal
and Director, previously Executive Vice Opportunity- 5,000
President, of The John Nuveen Company,
John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen Institutional
Advisory Corp.; Chairman and Director
(since January 1997) of Nuveen Asset
Management, Inc.
</TABLE>

4
<PAGE> 8

(*) "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 April 30, 1998, the nominees for the Board of the Funds were board
members of 42 Nuveen open-end funds and 52 closed-end funds managed by
Nuveen Advisory Corp. ("NAC Funds"). In addition, Messrs. Dean and
Schwertfeger are also board members of four open-end and five closed-end
funds managed by Nuveen Institutional Advisory Corp. ("NIAC Funds").

(2) These persons have sole voting power and sole investment power, except that
Mr. Schwertfeger's shares of Municipal Value, Municipal Market Opportunity
and Insured Municipal Opportunity are held jointly with his wife. In
addition, Mr. Schwertfeger is deemed to beneficially own the shares of
Performance Plus, Select Quality, Premium Income (5,000 shares) and
Municipal Advantage that are held by his wife. In addition to the shares
shown in this column, Nuveen Advisory Corp., of which Messrs. Dean and
Schwertfeger are directors, beneficially owned 26,230 full Common Shares of
Premium Income 4, 17,689 full Common Shares of Select Maturities and 15,147
full Common Shares of Insured Premium Income 2. No Board nominee
beneficially owned as much as 1% of any Fund's outstanding Common Shares or
beneficially owned any shares of MuniPreferred of any of the Funds.

(3) The number shown reflects the aggregate number of Common Shares beneficially
owned in all of the NAC Funds and NIAC Funds referred to in note (1) above
(excluding money market funds and shares held by Messrs. Dean and
Schwertfeger in Nuveen's 401(k)/Profit Sharing Plan).

(4) Represent shares which are owned by Mr. Bremner's spouse. Mr. Bremner
disclaims beneficial ownership of these shares.

(5) Messrs. Bremner and Schneider and Ms. Stockdale are continuing Class III and
Class II Board Members of Municipal Value and Municipal Income,
respectively, whose term will expire in 2000.

(6) Messrs. Brown, Sawers and Schwertfeger are Class I and Class III Board
Members of Municipal Value and Municipal Income, respectively, and have been
nominated for a term to expire in 2001.

(7) Mr. Dean and Ms. Impellizzeri are continuing Class II and Class I Board
Members of Municipal Value and Municipal Income, respectively, whose term
will expire in 1999.

(8) Messrs. Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds except Municipal Value, Municipal
Income and Select Maturities.

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
$32,500 annual retainer for serving as a board member of all closed-end 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 closed-end 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 Board Member of that Fund may elect to
have all or a portion of the Board Member's fee deferred. Board Members may
defer fees by the execution of a Participation Agreement prior to the beginning
of the calendar quarter during which the Board Member wishes to begin deferral.
In addition, the Board Members who are not affiliated with Nuveen or the Adviser
receive a $27,500 annual retainer for services as a board member, of all
open-end funds sponsored by Nuveen and managed by the Adviser and similar per
day meeting and other expenses.

5
<PAGE> 9

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation paid by each Fund for its last fiscal
year and the total compensation that Nuveen funds accrued for each Board Member
during the calendar year 1997.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
- ---------------------------------------------------------------------------------------------
MUNICIPAL
MUNICIPAL MUNICIPAL PREMIUM PERFORMANCE MUNICIPAL MARKET
NAME OF BOARD MEMBER VALUE INCOME INCOME PLUS ADVANTAGE OPPORTUNITY
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Bremner $ 893 $137 $1,631 $ 618 $ 482 $ 502
Lawrence H. Brown 2,465 307 2,710 1,686 1,295 1,352
Anne E. Impellizzeri 2,405 304 2,669 1,646 1,266 1,322
Peter R. Sawers 2,405 304 2,669 1,646 1,266 1,322
William J. Schneider 893 137 1,631 618 482 502
Judith M. Stockdale 438 68 311 303 236 246

<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
- ---------------------------------------------------------------

INVESTMENT INSURED SELECT QUALITY
NAME OF BOARD MEMBER QUALITY QUALITY QUALITY INCOME
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert P. Bremner $ 421 $ 436 $ 401 $ 592
Lawrence H. Brown 1,120 1,164 1,061 1,609
Anne E. Impellizzeri 1,095 1,138 1,038 1,571
Peter R. Sawers 1,095 1,138 1,038 1,571
William J. Schneider 421 436 401 592
Judith M. Stockdale 207 214 197 290
</TABLE>
<TABLE>
<CAPTION>

AGGREGATE COMPENSATION FROM THE FUNDS
- -------------------------------------------------------------
INSURED
MUNICIPAL PREMIER PREMIUM
NAME OF BOARD MEMBER OPPORTUNITY MUNICIPAL INSURED
- -------------------------------------------------------------
<S> <C> <C> <C>
Robert P. Bremner $ 839 $278 $276
Lawrence H. Brown 2,316 710 704
Anne E. Impellizzeri 2,260 696 690
Peter R. Sawers 2,260 696 690
William J. Schneider 839 278 276
Judith M. Stockdale 411 137 136
- -------------------------------------------------------------

<CAPTION>
TOTAL COMPENSATION
NUVEEN FUNDS
ACCRUED FOR BOARD
AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS(1)
- -------------------------------------------------------------------------------------------------
INSURED
PREMIUM PREMIUM PREMIUM SELECT
NAME OF BOARD MEMBER INCOME 2 INCOME 4 INCOME 2 MATURITIES
- --------------------------- --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert P. Bremner $ 473 $ 458 $ 407 $317 $58,780(2)
Lawrence H. Brown 1,265 1,222 1,076 369 76,000
Anne E. Impellizzeri 1,237 1,195 1,053 356 71,750
Peter R. Sawers 1,237 1,195 1,053 356 71,750
William J. Schneider 473 458 407 317 58,780(2)
Judith M. Stockdale 232 225 200 247 32,000(2)
- ---------------------------
</TABLE>

(1) Includes compensation for service on the boards of the NAC Funds.
(2) Messrs. Bremner and Schneider were appointed to the Board of the Funds in
May 1997. Ms. Stockdale was appointed to the Board of the Funds in July
1997.

Anthony T. Dean, Peter R. Sawers and Timothy R. Schwertfeger serve as members of
the executive committee of the Board of each Fund. The executive committee of
each Fund, which may meet between regular meetings of the Board, is authorized
to exercise all of the powers of the Board. The executive committee of each Fund
held ten meetings (two for Select Maturities) during its last fiscal year.

On July 30, 1997, the Board of each Fund approved the formation of a dividend
committee. 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. Anthony T. Dean and Lawrence H.
Brown are the members of the dividend committee for each Fund. The dividend
committee of each Fund held three meetings (ten for Select Maturities) 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." 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 eight meetings (one for Select Maturities) 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 Premium Income and Select Maturities, held four
meetings during its last fiscal year. The Board of Premium Income and Select
Maturities each held five 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) except that Mr.
Schwertfeger was unable to attend several executive committee meetings held
solely to declare dividends. His attendance at all executive committee meetings
was less than 75%.

Each Fund has the same executive officers. The following table sets forth
information as of April 30, 1998 with respect to each executive officer of the
Funds, other than executive officers who are Board Members 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

6
<PAGE> 10

Board of each Fund following the Annual Meeting, which Board meeting is
presently scheduled to be held on July 22, 1998 for each Fund.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS FOR THE POSITIONS AND OFFICES
PAST FIVE YEARS WITH FUNDS
- -------------------------------------------------------------------------------------------------------
<S> <C>
Alan G. Berkshire, 37 Vice President and Assistant Secretary
Vice President and General Counsel (since September (since 1998)
1997) and Secretary (since May 1998) of The John Nuveen
Company, John Nuveen & Co. Incorporated, Nuveen Advisory
Corp. and Nuveen Institutional Advisory Corp.; prior
thereto, Partner in the law firm of Kirkland & Ellis.
William M. Fitzgerald, 34 Vice President
Vice President of Nuveen Advisory Corp. (since December (since 1996)
1995); prior thereto, Assistant Vice President (from
September 1992 to December 1995) of Nuveen Advisory
Corp.; Chartered Financial Analyst.
Lorna C. Ferguson, 52 Vice President
Vice President of John Nuveen & Co. Incorporated and (since 1998)
(since January 1998) of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Stephen D. Foy, 43 Vice President and Controller
Vice President of John Nuveen & Co. Incorporated and (since 1998)
(since May 1998) The John Nuveen Company.
J. Thomas Futrell, 42 Vice President
Vice President of Nuveen Advisory Corp; Chartered (since 1991)
Financial Analyst.
Steven J. Krupa, 40 Vice President
Vice President of Nuveen Advisory Corp. (since 1990)
Edward F. Neild, IV, 32 Vice President
Vice President of Nuveen Advisory Corp. and Nuveen (since 1996)
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.
Larry W. Martin, 46 Vice President (since 1993) and
Vice President, Assistant Secretary and Assistant Assistant Secretary (since 1988)
General Counsel of John Nuveen & Co. Incorporated; Vice
President and Assistant Secretary of Nuveen Advisory
Corp. and Nuveen Institutional Advisory Corp.; Assistant
Secretary (since February 1993) of The John Nuveen
Company.
Stephen S. Peterson, 40 Vice President
Vice President (since September 1997) of Nuveen Advisory (since 1997)
Corp.; prior thereto, Assistant Vice President
(September 1996 to September 1997) and Portfolio Manager
(from 1991 to 1996) of Nuveen Advisory Corp.; Chartered
Financial Analyst.
Stuart W. Rogers, 41 Vice President
Vice President of John Nuveen & Co. Incorporated. (since 1997)
Thomas C. Spalding, Jr., 46 Vice President
Vice President of Nuveen Advisory Corp. and Nuveen (since each Fund's organization)
Institutional Advisory Corp.; Chartered Financial
Analyst.
H. William Stabenow, 63 Vice President & Treasurer
Vice President and Treasurer of The John Nuveen Company, (since each Fund's organization)
John Nuveen & Co. Incorporated, Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.
William S. Swanson, 32 Vice President
Vice President of John Nuveen & Co. Incorporated (since (since 1998)
October 1997), prior thereto, Assistant Vice President
(from September 1996 to October 1997); formerly,
Associate of John Nuveen & Co. Incorporated; Chartered
Financial Analyst.
Gifford R. Zimmerman, 41 Vice President (since 1993) and
Vice President, Assistant Secretary and Associate Secretary (since 1998)
General Counsel of John Nuveen & Co. Incorporated; Vice
President and Assistant Secretary of Nuveen Advisory
Corp. and Nuveen Institutional Advisory Corp.; Assistant
Secretary of The John Nuveen Company (since May 1994).
- -------------------------------------------------------------------------------------------------------
</TABLE>

7
<PAGE> 11

On April 30, 1998, Board Members and executive officers of the Funds as a group
beneficially owned the following Fund shares (which, in each case, is less than
1% of the outstanding shares):

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
FUND COMMON SHARES
- -----------------------------------------------------------------------------
<S> <C>
Municipal Value 15,426
Municipal Income 2,089
Premium Income 11,941
Performance Plus 5,000
Municipal Advantage 6,434
Municipal Market Opportunity 10,000
Investment Quality 0
Insured Quality 5,640
Select Quality 5,000
Quality Income 854
Insured Municipal Opportunity 13,105
Premier Municipal 0
Premier Insured 0
Premium Income 2 0
Premium Income 4 0
Insured Premium Income 2 0
Select Maturities 2,974
- -----------------------------------------------------------------------------
</TABLE>

On April 30, 1998, Board Members and executive officers of the Funds did not
beneficially own any shares of MuniPreferred. On April 30, 1998, Board Members
and executive officers of the Funds as a group beneficially owned 306,527 Common
Shares of the NAC Funds and NIAC Funds (excluding money market funds and shares
held in Nuveen's 401(k)/Profit Sharing Plan). As of May 27, 1998, no person is
known to the Funds to have owned beneficially more than five percent of the
Common Shares or MuniPreferred 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.

SECTION 16(a) BENEFICIAL INTEREST 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 Board Members, 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 officers and Board Members, 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 1999, a shareholder proposal must be received at the
offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than February 15, 1999.

8
<PAGE> 12

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 D. F. King to assist in the solicitation
of proxies at a total estimated cost (plus expenses) of $2,500 per Fund.

FISCAL YEAR

The last fiscal year for each Fund except Select Maturities was October 31, 1997
and for Select Maturities was May 31, 1998.

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/or semi-annual report as 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.

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

9
<PAGE> 13

NUV798
<PAGE> 14

COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 22, 1998

At the upcoming Annual Meeting, shareholders will be asked to elect a slate of
Directors and ratify the selection of independent auditors for the Fund
referenced on the Proxy Ballot below. Please refer to the accompanying Proxy
Statement and cast your vote on the Proxy Ballot.

Whether or not you plan to join us at the Annual Meeting, please sign, date and
vote the Proxy Ballot and return it to our proxy tabulator in the enclosed
postage-paid envelope. Please specify your choices by marking the appropriate
boxes on the Proxy Ballot. If you do not mark any boxes, your Proxy will be
voted in accordance with the Board of Directors' recommendations.

NOTE: YOUR PROXY IS NOT VALID UNLESS
IT IS SIGNED. Please sign exactly as your
name(s) appears on the Proxy Ballot. If
signing for estates, trusts or corporations,
title or capacity should be stated. If
shares are held jointly, each holder should
sign.

BALLOT PROPOSALS:
1. ELECTION OF DIRECTORS:
NOMINEES: Robert P. Bremner, Lawrence H. Brown,
Anthony T. Dean, Anne E. Impellizzeri, Peter R. Sawers, Judith M. Stockdale.
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1998.
3. In their discretion, the Proxies indicated on the reverse side of the Proxy
Ballot are authorized to vote upon such other matters as may properly come
before the Annual Meeting.

PLEASE FOLD AND DETACH AT PERFORATION. RETURN THE PROXY BALLOT ONLY.

<TABLE>
<S><C>
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. PROXY BALLOT
FOR WITHHOLD
ALL NOMINEES AUTHORITY TO
1. Election of Directors (See Nominees above.) (EXCEPT AS VOTE FOR ALL
INSTRUCTIONS: To withhold authority to vote for one or more nominees, INDICATED AT LEFT) NOMINEES
write the nominee's name(s) on the line below. [ ] [ ]

- ------------------------------------------------------------------------ FOR AGAINST ABSTAIN

2. Ratification of Ernst & Young LLP. [ ] [ ] [ ]

3. In their discretion, the Proxies are authorized to
vote on such other business as may come before
the Meeting.

Date: 1998
--------------
------------------------------------------------------

------------------------------------------------------
Signature(s) ETFLCS

</TABLE>

<PAGE> 15

PLEASE FOLD AND DETACH AT PERFORATION. RETURN THE PROXY BALLOT ONLY.

PROXY PROXY

COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 22, 1998

The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean, Alan
G. Berkshire and Gifford R. Zimmerman and each of them, with full powers of
substitution, Proxies for the undersigned to represent and vote the common stock
of the undersigned at the Annual Meeting of Shareholders of the Fund referenced
on the reverse side to be held on July 22, 1998, or any adjournment or
adjournments thereof as indicated on the reverse side.

PLEASE BE SURE TO SIGN YOUR PROXY BALLOT ON THE REVERSE SIDE.

<PAGE> 16
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 22, 1998

BALLOT PROPOSALS:
1. ELECTION OF DIRECTORS:
NOMINEES: - BY ALL SHAREHOLDERS: Robert P. Bremner, Lawrence H. Brown,
Anthony T. Dean, Anne E. Impellizzeri, Peter R. Sawers, Judith M. Stockdale.
NOMINEES: - BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
ONLY: William J. Schneider, Timothy R. Schwertfeger.
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1998.
3. In their discretion, the Proxies indicated on the reverse side of the Proxy
Ballot are authorized to vote upon such other matters as may properly come
before the Annual Meeting.

PLEASE FOLD AND DETACH AT PERFORATION. RETURN THE PROXY BALLOT ONLY.

<TABLE>
<S><C>
NUVEEN INSURED MUNICIPAL OPPORTUNITY FUND, INC. PROXY BALLOT
Preferred Stock, Series M, T, W, TH1, TH2 and F FOR WITHHOLD
ALL NOMINEES AUTHORITY TO
1. Election of Directors (See Nominees above.) (EXCEPT AS VOTE FOR ALL
INSTRUCTIONS: To withhold authority to vote for one or more nominees, INDICATED AT LEFT) NOMINEES
write the nominee's name(s) on the line below. [ ] [ ]

- ------------------------------------------------------------------------ FOR AGAINST ABSTAIN

2. Ratification of Ernst & Young LLP. [ ] [ ] [ ]

3. In their discretion, the Proxies are authorized to
vote on such other business as may come before
the Meeting.

Date: 1998
--------------
------------------------------------------------------

------------------------------------------------------
Signature(s) ETFLPS

</TABLE>

<PAGE> 17

PLEASE FOLD AND DETACH AT PERFORATION. RETURN THE PROXY BALLOT ONLY.

PROXY PROXY

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 22, 1998

The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean, Alan
G. Berkshire and Gifford R. Zimmerman and each of them, with full powers of
substitution, Proxies for the undersigned to represent and vote the shares of
Municipal Auction Rate Cumulative Preferred Stock of the undersigned at the
Annual Meeting of Shareholders of the Fund referenced on the reverse side to be
held on July 22, 1998, or any adjournment or adjournments thereof as indicated
on the reverse side.

PLEASE BE SURE TO SIGN YOUR PROXY BALLOT ON THE REVERSE SIDE.