UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21213
Nuveen AMT-Free Municipal Income Fund
(Exact name of registrant as specified in charter)
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Kevin J. McCarthy
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
(Name and address of agent for service)
Registrant's telephone number, including area code: (312) 917-7700
Date of fiscal year end: October 31
Date of reporting period: April 30, 2013
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
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Table of Contents
|
Chairman’s Letter to Shareholders
|
4
|
|
Portfolio Managers’ Comments
|
5
|
|
Fund Leverage
|
11
|
|
Common Share Information
|
13
|
|
Risk Considerations
|
15
|
|
Performance Overview and Holding Summaries
|
16
|
|
Shareholder Meeting Report
|
22
|
|
Portfolios of Investments
|
23
|
|
Statement of Assets and Liabilities
|
88
|
|
Statement of Operations
|
90
|
|
Statement of Changes in Net Assets
|
92
|
|
Statement of Cash Flows
|
95
|
|
Financial Highlights
|
98
|
|
Notes to Financial Statements
|
106
|
|
Reinvest Automatically, Easily and Conveniently
|
118
|
|
Glossary of Terms Used in this Report
|
120
|
|
Additional Fund Information
|
123
|
Chairman’s
Letter to Shareholders
Dear Shareholders,
After nine years of serving as lead director and independent chairman of the Nuveen Fund Board, my term of office is coming to an end. It has been a privilege to use this space to communicate with you on some of the broad economic trends in the U.S. and abroad and how they are impacting the investment environment in which your funds operate. In addition, I have enjoyed offering some perspective on how your Board views the various Nuveen investment teams as they apply their investment disciplines in that investment environment.
My term has coincided with a particularly challenging period for both mutual fund sponsors and investors. Since 2000 there have been three periods of unusually strong stock market growth and two major market declines. Recent years have been characterized by a search for yield in fixed income securities to compensate for an extended period of very low interest rates. Funds are investing more in foreign and emerging markets that require extensive research capabilities to overcome the more limited transparency and higher volatility in those markets. New fund concepts often incorporate derivative financial instruments that offer efficient ways to hedge investment risk or gain exposure to selected markets. Fund trading teams operate in many new domestic and international venues with quite different characteristics. Electronic trading and global communication networks mean that fund managers must be able to thrive in financial markets that react instantaneously to newsworthy events and are more interconnected than ever.
Nuveen has committed additional resources to respond to these changes in the fund industry environment. It has added IT and research resources to assemble and evaluate the increased flow of detailed information on economies, markets and individual companies. Based on its experience during the financial crisis of 2008-09, Nuveen has expanded its resources dedicated to valuing and trading portfolio securities with a particular focus on stressed financial market conditions. It has added systems and experienced risk management professionals to work with investment teams to better help evaluate whether their funds’ risk exposures are appropriate in view of the return targets. The investment teams have also reflected on recent experience to reaffirm or modify their investment disciplines. Finally, experienced professionals and IT resources have been added to address new regulatory requirements designed to better inform and protect investors. The Board has enthusiastically encouraged these initiatives.
The Nuveen Fund Board has always viewed itself as your representatives to assure that Nuveen brings together experienced people, proven technologies and effective processes designed to produce results that meet investor expectations. It is important to note that our activities are highlighted by the annual contract renewal process. Despite its somewhat formal language, I strongly encourage you to read the summary because it offers an insight into our oversight process. The report is included in the back of this or a subsequent shareholder report. The renewal process is very comprehensive and includes a number of evaluations and discussions between the Board and Nuveen during the year. The summary also describes what has been achieved across the Nuveen fund complex and at individual funds such as yours.
As I leave the chairmanship and resume my role as a member of the Board, please be assured that I and my fellow Board members will continue to hold your interests uppermost in our minds as we oversee the management of your funds and that we greatly appreciate your confidence in your Nuveen fund.
Very sincerely,
Robert P. Bremner
Chairman of the Board
June 21, 2013
|
4
|
Nuveen Investments
|
Portfolio Managers’ Comments
Nuveen Quality Municipal Fund, Inc. (NQI)
Nuveen Municipal Opportunity Fund, Inc. (NIO)
Nuveen Premier Municipal Opportunity Fund, Inc. (NIF)
Nuveen Premium Income Municipal Opportunity Fund (NPX)
Nuveen Dividend Advantage Municipal Income Fund (NVG)
Nuveen AMT-Free Municipal Income Fund (NEA)
Portfolio managers Paul Brennan and Douglas White review key investment strategies and the six-month performance of these six national Funds. Paul has managed NIO, NIF, NVG and NEA since 2006 and Douglas assumed portfolio management responsibility for NQI and NPX in January 2011.
FUND REORGANIZATIONS
Effective before the opening of business on May 6, 2013 (subsequent to the close of this reporting period), certain Funds (the Acquired Funds) were reorganized into one, larger Fund included in this report (the Acquiring Fund) as follows:
|
Acquired Funds
|
Symbol
|
Acquiring Fund
|
Symbol
|
|
|
▪
|
Nuveen Premier Municipal
|
NIF
|
Nuveen AMT-Free Municipal
|
NEA
|
|
Opportunity Fund, Inc.
|
Income Fund
|
|||
| ▪ | Nuveen Premium Income | NPX | ||
|
Municipal Opportunity Fund
|
||||
Upon the closing of the reorganizations, the Acquired Funds transferred their assets to the Acquiring Fund in exchange for common and preferred shares of the Acquiring Funds and the assumption by the Acquiring Fund of the liabilities of the Acquired Funds. The Acquired Funds were then liquidated, dissolved and terminated in accordance with their Declaration of Trust. Shareholders of the Acquired Funds became shareholders of the Acquiring Fund. Holders of common shares of the Acquired Funds received newly issued common shares of the Acquiring Fund, the aggregate net asset value of which was equal to the aggregate net asset value of the common shares of the Acquired Funds held immediately prior to the reorganizations (including for this purpose fractional Acquiring Fund shares to which shareholders would be entitled). Fractional shares were sold on the open market and shareholders received cash in lieu of such fractional shares. Holders of preferred shares of the Acquired Funds received on a one-for-one basis newly issued preferred shares of the Acquiring Fund, in exchange for their preferred shares of the Acquired Funds held immediately prior to the reorganizations.
Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements or views expressed herein.
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s, Moody’s Investors Service, Inc., or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C, and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
|
Nuveen Investments
|
5
|
What key strategies were used to manage these Funds during the six-month reporting period ended April 30, 2013?
In an environment characterized by tight supply, strong demand but a slightly mixed change in yields, we continued to take a bottom-up approach to discovering sectors that appeared undervalued as well as individual credits that had the potential to perform well over the long term. However, the municipal market also encountered some additional volatility generated by the political environment, particularly the “fiscal cliff” at the end of 2012 and the approach of federal tax season. On the revenue side, state tax collections have grown for eleven straight quarters, exceeding pre-recession levels beginning in September 2011, while on the expense side, the states made headway in cutting and controlling costs. The current low level of municipal issuance reflects the current political distaste for additional borrowing by state and local governments facing fiscal constraints and the prevalent atmosphere of municipal budget austerity. During this period, we continued to see municipal yields remain relatively low, although there were some very slight upward yield changes in the longest maturities. Borrowers seeking to take advantage of the low rate environment sparked an increase in refunding activity, with approximately 50% of municipal paper issued by borrowers that were calling existing debt and refinancing at lower rates.
As previously reported, the Funds eliminated the policy requiring them to invest at least 80% of their managed assets in municipal securities covered by insurance. While each Fund continues to invest substantially all of its assets in a portfolio of investment-grade quality municipal securities, this change provides more flexibility regarding the types of securities available for investment.
Following this change, we were active in working to enhance the Funds’ diversification and transition their portfolios to reflect their uninsured status, adding a variety of sectors across the credit spectrum, particularly mid-tier and lower rated bonds. During this period, we found value in health care, substantially increasing our exposure to this sector in all of the Funds, as well as hospital bonds in NIO, NEA, NVG and NIF. We also added tobacco bonds, as well as transportation and toll way bonds to NIO, NEA, NVG and NIF. NQI and NPX also added bonds secured by revenues from sales and use taxes as well as airport, public power, transportation and tollway bonds, primarily in the A and BBB credit sectors. Over the past few years, when there were fewer purchase opportunities due to the insured mandate, the Funds’ durations had drifted lower as bonds matured or were called from their portfolios, and we were unable to replace them with insured bonds with longer maturities. We continued to emphasize extending the Funds’
|
6
|
Nuveen Investments
|
durations through the purchase of bonds with longer maturities. This enabled us to take advantage of more attractive yields at the longer end of the municipal yield curve and helped to provide additional protection for the Funds’ duration and yield curve positioning. NQI and NPX’s duration was longer than the benchmark by the end of the period. In NIO, NVG, NEA and NIF, our opportunities in these areas were somewhat constrained by the structure of bonds typically issued as part of refinancing deals, which tend to be characterized by higher quality and shorter maturities.
We also took advantage of short-term opportunities created by the supply/demand dynamics in the municipal market. While demand for tax-exempt paper remained consistently strong throughout the period, supply fluctuated widely. We found that periods of substantial supply provided good short-term buying opportunities not only because of the increased number of issues available, but also because some investors became more hesitant in their buying as supply grew, as spreads narrowed. At times when supply was more plentiful, we were proactive in focusing on anticipating cash flows from bond calls and maturing bonds and closely monitored opportunities for reinvestment.
Cash for new purchases during this period was generated primarily by the proceeds from an increased number of bond calls resulting from the growth in refinancings. During this period, we worked to redeploy these proceeds as well as those from maturing bonds to keep the Funds as fully invested as possible. We also engaged in some tactical selling, that is, taking advantage of attractive bids for certain issues resulting from strong demand to sell a specific issue and reinvest the proceeds into bonds that we thought offered more potential. Overall, however, selling was relatively limited because the bonds in our portfolios generally offered higher yields than those available in the current marketplace.
As of April 30, 2013, all of these Funds continued to use inverse floating rate securities. We employ inverse floaters for a variety of reasons, including duration management, income enhancement and total return enhancement.
How did the Funds perform during the six-month reporting period ended April 30, 2013?
The tables in each Fund’s Performance Overview and Holding Summaries section of this report provide total returns for the Funds for the six-month, one-year, five-year and ten-year periods ended April 30, 2013. Each Fund’s total returns are compared with the performance of a corresponding market index and Lipper classification average.
|
Nuveen Investments
|
7
|
For the six-months ended April 30, 2013, the total returns on common share net asset value (NAV) for NQI, NIO, NIF NPX and NVG exceeded the returns for the S&P Municipal Bond Index, while NEA performed in line with the index. For this same period, the Funds lagged the average return for the Lipper General & Insured Leveraged Municipal Debt Funds Classification Average.
Key management factors that influenced the Funds’ returns during this period included duration and yield curve positioning, credit exposure and sector allocation. In addition, the use of regulatory leverage was an important positive factor affecting the Funds’ performance over this period. Leverage is discussed in more detail later in this report.
In an environment of very slightly rising long-term rates, essentially unchanged shorter rates and a steepening yield curve, results for municipal maturity categories remained positive across the yield curve, with longer maturities generally outperforming those with shorter maturities during this period. Overall, credits at the longest end of the municipal yield curve still posted the strongest returns, while bonds at the shortest end produced the weakest results. For this period, duration and yield curve positioning was a major factor in the performance of these Funds, with the net impact varying according to each Fund’s individual weightings along the curve. As previously mentioned, the Funds’ durations had shortened over the last several years as bonds matured or were called from their portfolios, and the lack of insured issuance hampered replacing them with bonds with longer maturities. With the investment policy change in January 2012, we worked to give these Funds better access to the longer segment of the yield curve. Overall for the period, NIF and NQI were the most advantageously positioned in terms of duration and yield curve. All of the Funds benefited from their holdings of long duration bonds, many of which had zero percent coupons, which generally outperformed the market during this period. This was especially true in NQI and NPX, which were overweight in zero coupon bonds. NEA, which reached its 10-year anniversary in November 2012, had the increased exposure to bonds with short call dates typically associated with that milestone, and its shorter effective duration constrained its participation in the market rally during this period.
Credit exposure was another important factor in the Funds’ performance during these six months, as lower quality bonds generally outperformed higher quality bonds. This outperformance was due in part to the greater demand for lower rated bonds as investors looked for investment vehicles offering higher yields. As investors became more comfortable taking on additional investment risk, credit spreads, or the difference in yield spreads between U.S. Treasury securities and comparable investments such as
|
8
|
Nuveen Investments
|
municipal bonds, narrowed through a variety of rating categories. As a result of this spread compression, these Funds benefited from their holdings of lower rated credits, especially NQI and NIO, which had the lowest allocation to AAA bonds as of April 30, 2013. NEA, on the other hand, had the heaviest weighting of bonds rated AAA, which detracted from its performance.
During this period, revenue bonds as a whole outperformed the general municipal market. Holdings that generally made positive contributions to the Funds’ returns included health care (together with hospitals), transportation (including airport and toll roads). All of these Funds had strong weightings in health care, while their transportation holdings, especially toll roads, also added to performance. Tobacco credits backed by the 1998 master tobacco settlement agreement also performed extremely well, helped in part by their longer effective durations. These bonds also benefited from market developments, including increased demand for higher yielding investments by investors who had become less risk averse. In addition, based on recent data showing that cigarette sales had fallen less steeply than anticipated, the 46 states participating in the agreement stand to receive increased payments from the tobacco companies. Benefiting from the recent change in investment policy, NIO, NIF, NVG and NEA now have allocations of lower rated tobacco bonds, while NQI and NPX do not hold any tobacco credits.
In contrast, pre-refunded bonds, which are often backed by U.S. Treasury securities, were the poorest performing market segment during this period. The underperformance of these bonds can be attributed primarily to their shorter effective maturities and higher credit quality. As of April 30, 2013, NEA and NPX held the heaviest weighting of pre-refunded bonds, which significantly detracted from its performance during this period, while NVG had the smallest exposure to these bonds. General obligation (GO) bonds and housing and utilities (e.g., resource recovery, public power) credits also lagged the performance of the general municipal market for this period.
Shareholders also should be aware of an issue involving some of the Funds’ holdings. In December 2012, Moody’s down-graded Puerto Rico GO bonds to Baa3 from Baa1 based on Puerto Rico’s ongoing economic problems, unfunded pension liabilities, elevated debt levels and structural budget gaps. Prior to this reporting period, bonds issued by the Puerto Rico Sales Tax Financing Corporation (COFINA) also were downgraded by Moody’s to Aa3 from Aa2 in July 2012. The downgrade of the COFINA bonds was due mainly to the performance of Puerto Rico’s economy and its impact on the projected growth of sales tax revenues, and not to any sector or structural issues. In
|
Nuveen Investments
|
9
|
addition, the COFINA bonds were able to maintain a higher rating than the GOs because, unlike the revenue streams supporting some Puerto Rican issues, the sales taxes supporting the COFINA bonds cannot be diverted and used to support the commonwealth’s GO bonds. Shareholders of these Funds should note that all of these Funds have exposure to Puerto Rico bonds, the majority of which are the dedicated sales tax bonds issued by COFINA.
For the reporting period ended April 30, 2013, Puerto Rico paper generally underperformed the market as whole. Because most of our holdings were the COFINA bonds, the overall impact on performance was minimal, differing from Fund to Fund in line with the type and amount of its holdings. As we continue to emphasize Puerto Rico’s stronger credits, we view the COFINA bonds as long-term holdings and note that the commonwealth recently introduced various sales tax enforcement initiatives aimed at improving future collections.
|
10
|
Nuveen Investments
|
Fund Leverage
IMPACT OF THE FUNDS’ LEVERAGE STRATEGIES ON PERFORMANCE
One important factor impacting the returns of all these Funds relative to the comparative indexes was the Funds’ use of leverage. The Funds use leverage because their managers believe that, over time, leveraging provides opportunities for additional income and total return for common shareholders. However, use of leverage also can expose common shareholders to additional volatility. For example, as the prices of securities held by a Fund decline, the negative impact of these valuation changes on common share net asset value and common shareholder total return is magnified by the use of leverage. Conversely, leverage may enhance common share returns during periods when the prices of securities held by a Fund generally are rising. Leverage made a positive contribution to the performance of these Funds over this reporting period. As of April 30, 2013, the Funds’ percentages of effective and regulatory leverage are shown in the accompanying table.
|
Effective
|
Regulatory
|
|||
|
Fund
|
Leverage
|
*
|
Leverage
|
*
|
|
NQI
|
36.71%
|
28.76%
|
||
|
NIO
|
36.62%
|
30.42%
|
||
|
NIF
|
36.45%
|
29.40%
|
||
|
NPX
|
34.72%
|
28.17%
|
||
|
NVG
|
35.56%
|
29.30%
|
||
|
NEA
|
38.47%
|
30.57%
|
|
*
|
Effective Leverage is a Fund’s effective economic leverage, and includes both regulatory leverage and the leverage effects of certain derivative and other investments in a Fund’s portfolio that increase the Fund’s investment exposure. Currently, the leverage effects of Tender Option Bond (TOB) inverse floater holdings are included in effective leverage values, in addition to any regulatory leverage. Regulatory leverage consists of preferred shares issued or borrowings of a Fund. Both of these are part of a Fund’s capital structure. Regulatory leverage is sometimes referred to as “‘40 Act Leverage” and is subject to asset coverage limits set forth in the Investment Company Act of 1940.
|
THE FUNDS’ REGULATORY LEVERAGE
As of April 30, 2013, the Funds have issued and outstanding MuniFund Term Preferred (MTP) Shares, Variable Rate MuniFund Term Preferred (VMTP) Shares and Variable Rate Demand Preferred (VRDP) Shares as shown in the accompanying tables.
MTP Shares
|
MTP Shares Issued
|
Annual
|
NYSE
|
||||||
|
Fund
|
Series
|
at Liquidation Value
|
Interest Rate
|
Ticker
|
||||
|
NVG
|
2014
|
$108,000,000
|
2.95%
|
NVG PrC
|
||||
|
NEA
|
2015
|
$83,000,000
|
2.85%
|
NEA PrC
|
|
Nuveen Investments
|
11
|
VMTP Shares
|
VMTP Shares Issued
|
|||||
|
Fund
|
Series
|
at Liquidation Value
|
|||
|
NQI
|
2015
|
$ | 240,400,000 | ||
|
NVG
|
2014
|
$ | 92,500,000 | ||
|
NEA
|
2014
|
$ | 67,600,000 | ||
During the current reporting period, NQI successfully exchanged of all its outstanding 2,404 Series 2014 VMTP Shares for 2,404 Series 2015 VMTP Shares. This transaction was completed in a privately negotiated offering.
The Fund completed the exchange offer in which it refinanced its existing VMTP Shares with new VMTP Shares at a reduced cost and with a term redemption date of December 1, 2015. Dividends on the VMTP Shares are set weekly at a fixed spread to the Securities Industry and Financial Markets Association Municipal Swap Index (SIFMA).
VRDP Shares
| VRDP Shares Issued | ||
|
Fund
|
at Liquidation Value
|
|
|
NIO
|
$ |
667,200,000
|
|
NIF
|
$ |
130,900,000
|
|
NPX
|
$ |
219,000,000
|
Refer to Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies for further details on MTP Shares, VMTP Shares and VRDP Shares.
|
12
|
Nuveen Investments
|
Common Share Information
COMMON SHARE DIVIDEND INFORMATION
During the current reporting period ended April 30, 2013, the Funds’ monthly dividends to shareholders were as shown in the accompanying table.
|
Per Common Share Amounts
|
|||||||||||||||||||
|
NQI
|
NIO
|
NIF
|
NPX
|
NVG
|
NEA
|
||||||||||||||
|
November
|
$
|
0.0750
|
$
|
0.0730
|
$
|
0.0755
|
$
|
0.0620
|
$
|
0.0750
|
$
|
0.0700
|
|||||||
|
December
|
0.0730
|
0.0730
|
0.0720
|
0.0620
|
0.0690
|
0.0680
|
|||||||||||||
|
January
|
0.0730
|
0.0730
|
0.0720
|
0.0620
|
0.0690
|
0.0680
|
|||||||||||||
|
February
|
0.0730
|
0.0730
|
0.0720
|
0.0620
|
0.0690
|
0.0680
|
|||||||||||||
|
March
|
0.0730
|
0.0730
|
0.0720
|
0.0620
|
0.0610
|
0.0680
|
|||||||||||||
|
April
|
0.0730
|
0.0730
|
0.0720
|
0.0620
|
0.0610
|
0.0680
|
|||||||||||||
|
Long-Term Capital Gain**
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
0.1069
|
$
|
—
|
|||||||
|
Short-Term Capital Gain**
|
—
|
—
|
—
|
—
|
$
|
0.0068
|
—
|
||||||||||||
|
Ordinary Income Distribution**
|
—
|
—
|
—
|
—
|
$
|
0.0015
|
—
|
||||||||||||
|
Market Yield***
|
5.95
|
%
|
5.81
|
%
|
5.71
|
%
|
5.28
|
%
|
4.92
|
%
|
5.58
|
%
|
|||||||
|
Taxable-Equivalent Yield***
|
8.26
|
%
|
8.07
|
%
|
7.93
|
%
|
7.33
|
%
|
6.83
|
%
|
7.75
|
%
|
|||||||
|
**
|
Distribution paid in December 2012.
|
|
***
|
Market Yield is based on the Fund’s current annualized monthly dividend divided by the Fund’s current market price as of the end of the reporting period. Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a federal income tax rate of 28.0%. When comparing a Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
|
All of the Funds in this report seek to pay stable dividends at rates that reflect each Fund’s past results and projected future performance. During certain periods, each Fund may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Fund during the period. If a Fund has cumulatively earned more than it has paid in dividends, it holds the excess in reserve as undistributed net investment income (UNII) as part of the Fund’s NAV. Conversely, if a Fund has cumulatively paid dividends in excess of its earnings, the excess constitutes negative UNII that is likewise reflected in the Fund’s NAV. Each Fund will, over time, pay all of its net investment income as dividends to shareholders. As of April 30, 2013, all of the Funds in this report had positive UNII balances, based on our best estimate, for tax purposes and positive UNII balances for financial reporting purposes.
|
Nuveen Investments
|
13
|
COMMON SHARE REPURCHASES
During November 2012, the Nuveen Funds’ Board of Directors/Trustees reauthorized the Funds’ open-market share repurchase program, allowing each Fund to repurchase an aggregate of up to approximately 10% of its outstanding common shares.
As of April 30, 2013, and since the inception of the Funds’ repurchase programs, the following Funds have cumulatively repurchased and retired their common shares as shown in the accompanying table. Since the inception of the Funds’ repurchase programs, NQI, NIF and NPX have not repurchased any of their outstanding common shares.
|
Common Shares
|
% of Common Shares
|
||
|
Fund
|
Repurchased and Retired
|
Authorized for Repurchase
|
|
|
NIO
|
2,900
|
0.0%
|
|
|
NVG
|
10,400
|
0.3%
|
|
|
NEA
|
19,300
|
0.9%
|
During the current reporting period, the Funds did not repurchase any of their outstanding common shares.
COMMON SHARE OTHER INFORMATION
As of April 30, 2013, and during the current reporting period, the share prices of the Funds were trading at a premium/(discount) to their NAVs as shown in the accompanying table.
|
NQI
|
NIO
|
NIF
|
NPX
|
NVG
|
NEA
|
||||||||||||||
|
Common Share NAV
|
$
|
15.48
|
$
|
15.96
|
$
|
16.09
|
$
|
14.95
|
$
|
16.24
|
$
|
15.37
|
|||||||
|
Common Share Price
|
$
|
14.73
|
$
|
15.09
|
$
|
15.13
|
$
|
14.10
|
$
|
14.88
|
$
|
14.63
|
|||||||
|
Premium/(Discount) to NAV
|
-4.84
|
%
|
-5.45
|
%
|
-5.97
|
%
|
-5.69
|
%
|
-8.37
|
%
|
-4.81
|
%
|
|||||||
| 6-Month Average | |||||||||||||||||||
|
Premium/(Discount) to NAV
|
-1.95
|
%
|
-3.37
|
%
|
-3.63
|
%
|
-3.18
|
%
|
-5.50
|
%
|
-2.22
|
%
|
|
14
|
Nuveen Investments
|
Risk Considerations
Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation. Past performance is no guarantee of future results. Fund common shares are subject to a variety of risks, including:
Investment, Market and Price Risk. An investment in common shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in common shares represents an indirect investment in the municipal securities owned by the Fund, which generally trade in the over-the-counter markets. Shares of closed-end investment companies like these Funds frequently trade at a discount to their net asset value (NAV). Your common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.
Tax Risk. The tax treatment of Fund distributions may be affected by new IRS interpretations of the Internal Revenue Code and future changes in tax laws and regulations.
Issuer Credit Risk. This is the risk that a security in a Fund’s portfolio will fail to make dividend or interest payments when due.
Interest Rate Risk. Fixed-income securities such as bonds, preferred, convertible and other debt securities will decline in value if market interest rates rise.
Reinvestment Risk. If market interest rates decline, income earned from a Fund’s portfolio may be reinvested at rates below that of the original bond that generated the income.
Call Risk or Prepayment Risk. Issuers may exercise their option to prepay principal earlier than scheduled, forcing a Fund to reinvest in lower-yielding securities.
Inverse Floater Risk. The Funds may invest in inverse floaters. Due to their leveraged nature, these investments can greatly increase a Fund’s exposure to interest rate risk and credit risk. In addition, investments in inverse floaters involve the risk that the Fund could lose more than its original principal investment.
Derivatives Risk. The Funds may use derivative instruments which involve a high degree of financial risk, including the risk that the loss on a derivative may be greater than the principal amount investment.
Leverage Risk. Each Fund’s use of leverage creates the possibility of higher volatility for the Fund’s per share NAV, market price, distributions and returns. There is no assurance that a Fund’s leveraging strategy will be successful.
|
Nuveen Investments
|
15
|
Nuveen Quality Municipal Fund, Inc. (NQI)
Performance Overview and Holding Summaries as of April 30, 2013
Average Annual Total Returns as of April 30, 2013
|
Cumulative
|
Average Annual
|
||||||||||||
|
6-Month
|
1-Year
|
5-Year
|
10-Year
|
||||||||||
|
NQI at Common Share NAV
|
2.80
|
%
|
9.68
|
%
|
8.04
|
%
|
5.71
|
%
|
|||||
|
NQI at Common Share Price
|
(2.13
|
)%
|
7.71
|
%
|
8.39
|
%
|
4.92
|
%
|
|||||
|
S&P Municipal Bond Index
|
2.01
|
%
|
5.74
|
%
|
6.08
|
%
|
5.16
|
%
|
|||||
|
Lipper General & Insured Leveraged Municipal Debt Funds Classification Average
|
3.21
|
%
|
10.58
|
%
|
8.88
|
%
|
6.74
|
%
|
|||||
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index and Lipper return information is provided for the Fund’s shares at NAV only. Indexes and Lipper averages are not available for direct investment.
|
Portfolio Composition1
|
||||
|
(as a % of total investments)
|
||||
|
Tax Obligation/Limited
|
25.6
|
%
|
||
|
Transportation
|
16.1
|
%
|
||
|
Tax Obligation/General
|
12.0
|
%
|
||
|
Health Care
|
11.8
|
%
|
||
|
U.S. Guaranteed
|
11.6
|
%
|
||
|
Water and Sewer
|
11.3
|
%
|
||
|
Other
|
11.6
|
%
|
|
Credit Quality1,2,3
|
||||
|
(as a % of total investment exposure)
|
||||
|
AAA/U.S. Guaranteed
|
21.7
|
%
|
||
|
AA
|
43.3
|
%
|
||
|
A
|
21.5
|
%
|
||
|
BBB
|
11.3
|
%
|
||
|
N/R
|
0.4
|
%
|
|
States1
|
||||
|
(as a % of total investments)
|
||||
|
California
|
13.7
|
%
|
||
|
Florida
|
9.3
|
%
|
||
|
Illinois
|
6.2
|
%
|
||
|
Pennsylvania
|
6.1
|
%
|
||
|
Washington
|
6.1
|
%
|
||
|
Arizona
|
5.9
|
%
|
||
|
Texas
|
5.9
|
%
|
||
|
Colorado
|
4.4
|
%
|
||
|
Kentucky
|
3.5
|
%
|
||
|
Louisiana
|
3.4
|
%
|
||
|
Massachusetts
|
3.2
|
%
|
||
|
Indiana
|
3.0
|
%
|
||
|
Michigan
|
2.7
|
%
|
||
|
New York
|
2.6
|
%
|
||
|
Wisconsin
|
2.3
|
%
|
||
|
Ohio
|
2.3
|
%
|
||
|
Other
|
19.4
|
%
|
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.
|
1
|
Holdings are subject to change.
|
|
2
|
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
|
|
3
|
Percentage may not add to 100% due to the exclusion of Other Assets Less Liabilities from the table.
|
|
16
|
Nuveen Investments
|
Nuveen Municipal Opportunity Fund, Inc. (NIO)
Performance Overview and Holding Summaries as of April 30, 2013
Average Annual Total Returns as of April 30, 2013
|
Cumulative
|
Average Annual
|
||||||||||||
|
6-Month
|
1-Year
|
5-Year
|
10-Year
|
||||||||||
|
NIO at Common Share NAV
|
2.70
|
%
|
8.92
|
%
|
7.82
|
%
|
5.75
|
%
|
|||||
|
NIO at Common Share Price
|
(0.04
|
)%
|
7.49
|
%
|
8.37
|
%
|
5.45
|
%
|
|||||
|
S&P Municipal Bond Index
|
2.01
|
%
|
5.74
|
%
|
6.08
|
%
|
5.16
|
%
|
|||||
|
Lipper General & Insured Leveraged Municipal Debt Funds Classification Average
|
3.21
|
%
|
10.58
|
%
|
8.88
|
%
|
6.74
|
%
|
|||||
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index and Lipper return information is provided for the Fund’s shares at NAV only. Indexes and Lipper averages are not available for direct investment.
|
Portfolio Composition1
|
|
|
(as a % of total investments)
|
|
|
Tax Obligation/Limited
|
23.1%
|
|
U.S. Guaranteed
|
14.4%
|
|
Transportation
|
13.6%
|
|
Health Care
|
12.8%
|
|
Water and Sewer
|
10.8%
|
|
Tax Obligation/General
|
9.6%
|
|
Utilities
|
6.8%
|
|
Other
|
8.9%
|
|
Credit Quality1,2,3
|
|
|
(as a % of total investment exposure)
|
|
|
AAA/U.S. Guaranteed
|
21.0%
|
|
AA
|
44.9%
|
|
A
|
17.8%
|
|
BBB
|
10.2%
|
|
BB or Lower
|
3.6%
|
|
N/R
|
1.2%
|
|
States1
|
|
|
(as a % of total investments)
|
|
|
Florida
|
13.2%
|
|
California
|
12.8%
|
|
Illinois
|
6.2%
|
|
New York
|
4.8%
|
|
Ohio
|
4.7%
|
|
Texas
|
4.7%
|
|
Washington
|
4.4%
|
|
Indiana
|
4.4%
|
|
Pennsylvania
|
3.7%
|
|
New Jersey
|
3.4%
|
|
Nevada
|
3.0%
|
|
Louisiana
|
3.0%
|
|
South Carolina
|
2.9%
|
|
Colorado
|
2.8%
|
|
Massachusetts
|
2.4%
|
|
Michigan
|
2.2%
|
|
Arizona
|
2.1%
|
|
Other
|
19.3%
|
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.
|
1
|
Holdings are subject to change.
|
|
2
|
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
|
|
3
|
Percentage may not add to 100% due to the exclusion of Other Assets Less Liabilities from the table.
|
|
Nuveen Investments
|
17
|
Nuveen Premier Municipal Opportunity Fund, Inc. (NIF)
Performance Overview and Holding Summaries as of April 30, 2013
Average Annual Total Returns as of April 30, 2013
|
Cumulative
|
Average Annual | ||||||
|
6-Month
|
1-Year
|
5-Year
|
10-Year
|
||||
|
NIF at Common Share NAV
|
2.86%
|
9.36%
|
8.29%
|
5.87%
|
|||
|
NIF at Common Share Price
|
(1.20)%
|
4.93%
|
9.23%
|
5.32%
|
|||
|
S&P Municipal Bond Index
|
2.01%
|
5.74%
|
6.08%
|
5.16%
|
|||
|
Lipper General & Insured Leveraged Municipal Debt Funds Classification Average
|
3.21%
|
10.58%
|
8.88%
|
6.74%
|
|||
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index and Lipper return information is provided for the Fund’s shares at NAV only. Indexes and Lipper averages are not available for direct investment.
|
Portfolio Composition1
|
|
|
(as a % of total investments)
|
|
|
Tax Obligation/Limited
|
21.5%
|
|
Tax Obligation/General
|
15.3%
|
|
U.S. Guaranteed
|
15.1%
|
|
Transportation
|
13.8%
|
|
Health Care
|
11.7%
|
|
Water and Sewer
|
8.0%
|
|
Education and Civic Organizations
|
5.5%
|
|
Other
|
9.1%
|
|
Credit Quality1,2,3
|
|
|
(as a % of total investment exposure)
|
|
|
AAA/U.S. Guaranteed
|
26.3%
|
|
AA
|
43.9%
|
|
A
|
13.8%
|
|
BBB
|
10.0%
|
|
BB or Lower
|
2.9%
|
|
N/R
|
0.5%
|
|
States1
|
|
|
(as a % of total investments)
|
|
|
California
|
15.2%
|
|
Illinois
|
11.0%
|
|
Texas
|
5.4%
|
|
Florida
|
5.4%
|
|
Colorado
|
5.4%
|
|
Indiana
|
5.2%
|
|
New York
|
4.8%
|
|
Pennsylvania
|
4.7%
|
|
Ohio
|
3.7%
|
|
New Jersey
|
3.6%
|
|
Arizona
|
3.6%
|
|
Massachusetts
|
3.4%
|
|
North Carolina
|
3.1%
|
|
Georgia
|
2.6%
|
|
Vermont
|
2.4%
|
|
Washington
|
2.4%
|
|
Other
|
18.1%
|
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.
|
1
|
Holdings are subject to change.
|
|
2
|
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
|
|
3
|
Percentage may not add to 100% due to the exclusion of Other Assets Less Liabilities from the table.
|
|
18
|
Nuveen Investments
|
Nuveen Premium Income Municipal Opportunity Fund (NPX)
Performance Overview and Holding Summaries as of April 30, 2013
Average Annual Total Returns as of April 30, 2013
|
Cumulative
|
Average Annual | |||||||
|
6-Month
|
1-Year
|
5-Year
|
10-Year
|
|||||
|
NPX at Common Share NAV
|
2.65%
|
9.05%
|
8.08%
|
5.80%
|
||||
|
NPX at Common Share Price
|
(2.91)%
|
7.84%
|
9.50%
|
5.48%
|
||||
|
S&P Municipal Bond Index
|
2.01%
|
5.74%
|
6.08%
|
5.16%
|
||||
|
Lipper General & Insured Leveraged Municipal Debt Funds Classification Average
|
3.21%
|
10.58%
|
8.88%
|
6.74%
|
||||
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index and Lipper return information is provided for the Fund’s shares at NAV only. Indexes and Lipper averages are not available for direct investment.
|
Portfolio Composition1
|
|
|
(as a % of total investments)
|
|
|
Tax Obligation/Limited
|
21.0%
|
|
U.S. Guaranteed
|
14.6%
|
|
Transportation
|
13.8%
|
|
Health Care
|
13.2%
|
|
Water and Sewer
|
12.4%
|
|
Tax Obligation/General
|
9.3%
|
|
Utilities
|
6.9%
|
|
Other
|
8.8%
|
|
Credit Quality1,2,3
|
|
|
(as a % of total investment exposure)
|
|
|
AAA/U.S. Guaranteed
|
22.0%
|
|
AA
|
41.4%
|
|
A
|
23.2%
|
|
BBB
|
7.0%
|
|
BB or Lower
|
0.2%
|
|
N/R
|
0.3%
|
|
States1
|
|
|
(as a % of total investments)
|
|
|
California
|
16.7%
|
|
New York
|
7.4%
|
|
Pennsylvania
|
7.0%
|
|
New Jersey
|
6.8%
|
|
Illinois
|
6.3%
|
|
Colorado
|
5.9%
|
|
Florida
|
5.7%
|
|
Texas
|
5.2%
|
|
Indiana
|
4.0%
|
|
Louisiana
|
3.8%
|
|
Washington
|
3.7%
|
|
Arizona
|
3.4%
|
|
Puerto Rico
|
3.0%
|
|
Massachusetts
|
2.3%
|
|
Other
|
18.8%
|
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.
|
1
|
Holdings are subject to change.
|
|
2
|
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
|
|
3
|
Percentage may not add to 100% due to the exclusion of Other Assets Less Liabilities from the table.
|
|
Nuveen Investments
|
19
|
Nuveen Dividend Advantage Municipal Income Fund (NVG)
Performance Overview and Holding Summaries as of April 30, 2013
Average Annual Total Returns as of April 30, 2013
|
Cumulative
|
Average Annual | |||||||
|
6-Month
|
1-Year
|
5-Year
|
10-Year
|
|||||
|
NVG at Common Share NAV
|
2.66%
|
9.29%
|
7.90%
|
6.19%
|
||||
|
NVG at Common Share Price
|
(2.72)%
|
4.34%
|
8.42%
|
6.09%
|
||||
|
S&P Municipal Bond Index
|
2.01%
|
5.74%
|
6.08%
|
5.16%
|
||||
|
Lipper General & Insured Leveraged Municipal Debt Funds Classification Average
|
3.21%
|
10.58%
|
8.88%
|
6.74%
|
||||
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index and Lipper return information is provided for the Fund’s shares at NAV only. Indexes and Lipper averages are not available for direct investment.
|
Portfolio Composition1
|
|
|
(as a % of total investments)
|
|
|
Tax Obligation/Limited
|
22.5%
|
|
Health Care
|
15.8%
|
|
Tax Obligation/General
|
11.6%
|
|
U.S. Guaranteed
|
11.2%
|
|
Transportation
|
10.3%
|
|
Water and Sewer
|
9.2%
|
|
Education and Civic Organizations
|
8.4%
|
|
Investment Companies
|
0.2%
|
|
Other
|
10.8%
|
|
Credit Quality1,2,3
|
|
|
(as a % of total investment exposure)
|
|
|
AAA/U.S. Guaranteed
|
28.4%
|
|
AA
|
39.8%
|
|
A
|
15.8%
|
|
BBB
|
6.3%
|
|
BB or Lower
|
3.4%
|
|
N/R
|
4.7%
|
|
States1
|
|
|
(as a % of municipal bonds)
|
|
|
California
|
12.3%
|
|
Washington
|
9.0%
|
|
Texas
|
8.4%
|
|
Illinois
|
6.3%
|
|
Georgia
|
5.3%
|
|
Indiana
|
4.6%
|
|
Colorado
|
4.5%
|
|
Florida
|
4.4%
|
|
New York
|
3.6%
|
|
Pennsylvania
|
3.6%
|
|
South Carolina
|
3.5%
|
|
Ohio
|
3.4%
|
|
New Jersey
|
3.0%
|
|
Louisiana
|
2.8%
|
|
Michigan
|
2.6%
|
|
Massachusetts
|
1.8%
|
|
Nevada
|
1.7%
|
|
Other
|
19.2%
|
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.
|
1
|
Holdings are subject to change.
|
|
2
|
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
|
|
3
|
Percentage may not add to 100% due to the exclusion of Other Assets Less Liabilities from the table.
|
|
20
|
Nuveen Investments
|
Nuveen AMT-Free Municipal Income Fund (NEA)
Performance Overview and Holding Summaries as of April 30, 2013
Average Annual Total Returns as of April 30, 2013
|
Cumulative
|
Average Annual | |||||||
|
6-Month
|
1-Year
|
5-Year
|
10-Year
|
|||||
|
NEA at Common Share NAV
|
1.89%
|
6.62%
|
7.01%
|
5.97%
|
||||
|
NEA at Common Share Price
|
(4.85)%
|
4.76%
|
6.77%
|
5.51%
|
||||
|
S&P Municipal Bond Index
|
2.01%
|
5.74%
|
6.08%
|
5.16%
|
||||
|
Lipper General & Insured Leveraged Municipal Debt Funds Classification Average
|
3.21%
|
10.58%
|
8.88%
|
6.74%
|
||||
Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index and Lipper return information is provided for the Fund’s shares at NAV only. Indexes and Lipper averages are not available for direct investment.
|
Portfolio Composition1
|
|
|
(as a % of total investments)
|
|
|
U.S. Guaranteed
|
23.8%
|
|
Tax Obligation/Limited
|
23.0%
|
|
Health Care
|
16.0%
|
|
Water and Sewer
|
11.5%
|
|
Tax Obligation/General
|
8.1%
|
|
Transportation
|
6.7%
|
|
Other
|
10.9%
|
|
Credit Quality1,2,3
|
|
|
(as a % of total investment exposure)
|
|
|
AAA/U.S. Guaranteed
|
29.5%
|
|
AA
|
35.4%
|
|
A
|
23.8%
|
|
BBB
|
2.8%
|
|
BB or Lower
|
3.8%
|
|
N/R
|
0.9%
|
|
States1
|
|
|
(as a % of total investments)
|
|
|
Florida
|
11.0%
|
|
California
|
9.8%
|
|
Illinois
|
7.3%
|
|
Indiana
|
5.9%
|
|
Washington
|
5.6%
|
|
Pennsylvania
|
5.2%
|
|
Texas
|
5.1%
|
|
New York
|
4.5%
|
|
Michigan
|
4.5%
|
|
Ohio
|
4.4%
|
|
Colorado
|
4.3%
|
|
Wisconsin
|
3.6%
|
|
South Carolina
|
2.9%
|
|
North Carolina
|
2.8%
|
|
Massachusetts
|
2.8%
|
|
Alabama
|
2.4%
|
|
Other
|
17.9%
|
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.
|
1
|
Holdings are subject to change.
|
|
2
|
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.
|
|
3
|
Percentage may not add to 100% due to the exclusion of Other Assets Less Liabilities from the table.
|
|
Nuveen Investments
|
21
|
|
NEA
|
Shareholder Meeting Report
|
|
|
NIF
|
||
|
NPX
|
A special meeting of shareholders was held in the offices of Nuveen Investments on December 14, 2012; at this meeting the shareholders were asked to vote on the approval of an Agreement and Plan of Reorganization and the approval of the issuance of additional common shares. The meeting was subsequently adjourned to January 24, 2013. The meeting for NEA was subsequently adjourned to February 22, 2013, March 14, 2013 and April 5, 2013.
|
| NEA | NIF | NPX | ||||||||||||||
|
Common and
|
Common and
|
Common and
|
||||||||||||||
|
Preferred shares
|
Preferred shares
|
Preferred shares
|
||||||||||||||
|
voting together
|
voting together
|
voting together
|
||||||||||||||
|
as a class
|
Preferred shares
|
Common Shares
|
as a class
|
Preferred shares
|
as a class
|
Preferred shares
|
||||||||||
|
To approve an Agreement
|
||||||||||||||||
|
and Plan of Reorganization.
|
||||||||||||||||
|
For
|
—
|
4,212,649
|
—
|
10,269,043
|
1,275
|
19,391,175
|
1,790
|
|||||||||
|
Against
|
—
|
189,364
|
—
|
520,134
|
—
|
1,057,501
|
—
|
|||||||||
|
Abstain
|
—
|
48,963
|
—
|
486,121
|
34
|
900,959
|
400
|
|||||||||
|
Total
|
—
|
4,450,976
|
—
|
11,275,298
|
1,309
|
21,349,635
|
2,190
|
|||||||||
|
To approve the issuance
|
||||||||||||||||
|
of additional common
|
||||||||||||||||
|
shares in connection with
|
||||||||||||||||
|
each Reorganization.
|
||||||||||||||||
|
For
|
14,184,204
|
—
|
10,601,529
|
—
|
—
|
—
|
—
|
|||||||||
|
Against
|
1,126,724
|
—
|
836,276
|
—
|
—
|
—
|
—
|
|||||||||
|
Abstain
|
716,845
|
—
|
674,182
|
—
|
—
|
—
|
—
|
|||||||||
|
Total
|
16,027,773
|
—
|
12,111,987
|
—
|
—
|
—
|
—
|
|||||||||
|
22
|
Nuveen Investments
|
|
Nuveen Quality Municipal Fund, Inc.
|
||
|
NQI
|
Portfolio of Investments
|
|
|
April 30, 2013 (Unaudited)
|
|
Principal
|
Optional Call
|
||||||||
|
Amount (000)
|
Description (1)
|
Provisions (2)
|
Ratings (3)
|
Value
|
|||||
|
Municipal Bonds – 146.3% (100.0% of Total Investments)
|
|||||||||
|
Alabama – 1.7% (1.2% of Total Investments)
|
|||||||||
|
$
|
7,000
|
Huntsville Healthcare Authority, Alabama, Revenue Bonds, Series 2005A, 5.000%, 6/01/24 (Pre-refunded 6/01/15) – NPFG Insured
|
6/15 at 100.00
|
A1 (4)
|
$
|
7,663,600
|
|||
|
Opelika Utilities Board, Alabama, Utility Revenue Bonds, Auburn Water Supply Agreement, Series 2011:
|
|||||||||
|
1,250
|
4.000%, 6/01/29 – AGM Insured
|
6/21 at 100.00
|
AA–
|
1,342,388
|
|||||
|
1,000
|
4.250%, 6/01/31 – AGM Insured
|
6/21 at 100.00
|
AA–
|
1,080,560
|
|||||
|
9,250
|
Total Alabama
|
10,086,548
|
|||||||
|
Arizona – 8.7% (5.9% of Total Investments)
|
|||||||||
|
Arizona Health Facilities Authority, Hospital System Revenue Bonds, Phoenix Children’s Hospital, Refunding Series 2012A:
|
|||||||||
|
1,220
|
5.000%, 2/01/20
|
No Opt. Call
|
BBB+
|
1,437,965
|
|||||
|
1,850
|
5.000%, 2/01/21
|
No Opt. Call
|
BBB+
|
2,187,847
|
|||||
|
10,000
|
Arizona Sports and Tourism Authority, Senior Revenue Refunding Bonds, Multipurpose Stadium Facility Project, Series 2012A, 5.000%, 7/01/31
|
7/22 at 100.00
|
A1
|
11,238,400
|
|||||
|
Arizona State, Certificates of Participation, Series 2010A:
|
|||||||||
|
1,200
|
5.250%, 10/01/28 – AGM Insured
|
10/19 at 100.00
|
AA–
|
1,382,652
|
|||||
|
1,500
|
5.000%, 10/01/29 – AGM Insured
|
10/19 at 100.00
|
AA–
|
1,698,750
|
|||||
|
7,070
|
Arizona State, State Lottery Revenue Bonds, Series 2010A, 5.000%, 7/01/29 – AGC Insured
|
1/20 at 100.00
|
AA
|
7,989,383
|
|||||
|
2,750
|
Mesa, Arizona, Utility System Revenue Bonds, Tender Option Bond Trust, Series 11032-11034, 14.955%, 7/01/26 – AGM Insured (IF)
|
7/17 at 100.00
|
Aa2
|
3,216,730
|
|||||
|
10,000
|
Phoenix Civic Improvement Corporation, Arizona, Senior Lien Airport Revenue Bonds, Refunding Series 2013, 5.000%, 7/01/30 (Alternative Minimum Tax)
|
7/23 at 100.00
|
AA–
|
11,500,000
|
|||||
|
8,755
|
Phoenix, Arizona, Civic Improvement Revenue Bonds, Civic Plaza, Series 2005B, 0.000%, 7/01/39 – FGIC Insured
|
No Opt. Call
|
AA
|
11,001,008
|
|||||
|
44,345
|
Total Arizona
|
51,652,735
|
|||||||
|
Arkansas – 0.4% (0.3% of Total Investments)
|
|||||||||
|
2,250
|
University of Arkansas, Fayetteville, Revenue Bonds, Medical Sciences Campus, Series 2004B, 5.000%, 11/01/24 – NPFG Insured
|
11/14 at 100.00
|
Aa2
|
2,392,560
|
|||||
|
California – 20.0% (13.7% of Total Investments)
|
|||||||||
|
California Department of Water Resources, Water System Revenue Bonds, Central Valley Project, Series 2005AC:
|
|||||||||
|
4,010
|
5.000%, 12/01/24 (Pre-refunded 12/01/14) – NPFG Insured (UB)
|
12/14 at 100.00
|
AAA
|
4,305,096
|
|||||
|
3,965
|
5.000%, 12/01/26 (Pre-refunded 12/01/14) – NPFG Insured (UB)
|
12/14 at 100.00
|
AAA
|
4,256,784
|
|||||
|
1,000
|
California Health Facilities Financing Authority, Revenue Bonds, Children’s Hospital Los Angeles, Series 2012A, 5.000%, 11/15/23
|
11/22 at 100.00
|
BBB+
|
1,153,100
|
|||||
|
5,000
|
California Health Facilities Financing Authority, Revenue Bonds, Lucile Salter Packard Children’s Hospital, Series 2012A, 5.000%, 8/15/51
|
8/22 at 100.00
|
AA
|
5,621,950
|
|||||
|
80
|
California State, General Obligation Bonds, Series 2002, 5.000%, 10/01/32 – NPFG Insured
|
10/13 at 100.00
|
A1
|
80,271
|
|||||
|
5
|
California State, General Obligation Bonds, Series 2004, 5.000%, 4/01/31 – AMBAC Insured
|
4/14 at 100.00
|
A1
|
5,180
|
|||||
|
3,745
|
California State, General Obligation Bonds, Series 2004, 5.000%, 4/01/31 (Pre-refunded 4/01/14) – AMBAC Insured
|
4/14 at 100.00
|
AA+ (4)
|
3,908,619
|
|||||
|
7,000
|
California Statewide Communities Development Authority, Revenue Bonds, Sutter Health, Series 2011A, 6.000%, 8/15/42
|
8/20 at 100.00
|
AA–
|
8,672,510
|
|||||
|
1,000
|
California Statewide Community Development Authority, Revenue Bonds, Childrens Hospital of Los Angeles, Series 2007, 5.000%, 8/15/47
|
8/17 at 100.00
|
BBB+
|
1,046,450
|
|||||
|
2,340
|
Cerritos Public Financing Authority, California, Tax Allocation Revenue Bonds, Los Cerritos Redevelopment Projects, Series 2002A, 5.000%, 11/01/24 – AMBAC Insured
|
11/17 at 102.00
|
A–
|
2,512,856
|
|||||
|
5,000
|
Clovis Unified School District, Fresno County, California, General Obligation Bonds, Series 2001A, 0.000%, 8/01/25 – FGIC Insured (ETM)
|
No Opt. Call
|
AA+ (4)
|
3,709,050
|
|
Nuveen Investments
|
23
|
|
Nuveen Quality Municipal Fund, Inc. (continued)
|
||
|
NQI
|
Portfolio of Investments
|
|
|
April 30, 2013 (Unaudited)
|
|
Principal
|
Optional Call
|
||||||||
|
Amount (000)
|
Description (1)
|
Provisions (2)
|
Ratings (3)
|
Value
|
|||||
|
California (continued)
|
|||||||||
|
Foothill/Eastern Transportation Corridor Agency, California, Toll Road Revenue Refunding Bonds, Series 1999:
|
|||||||||
|
$
|
22,985
|
0.000%, 1/15/24 – NPFG Insured
|
7/13 at 53.70
|
Baa2
|
$
|
12,197,220
|
|||
|
22,000
|
0.000%, 1/15/31 – NPFG Insured
|
7/13 at 35.18
|
Baa2
|
7,645,660
|
|||||
|
50,000
|
0.000%, 1/15/37 – NPFG Insured
|
7/13 at 24.42
|
Baa2
|
12,059,000
|
|||||
|
5,000
|
Garden Grove, California, Certificates of Participation, Financing Project, Series 2002A, 5.125%, 3/01/32 – AMBAC Insured
|
3/14 at 100.00
|
A
|
5,028,300
|
|||||
|
8,500
|
Golden State Tobacco Securitization Corporation, California, Enhanced Tobacco Settlement Asset-Backed Revenue Bonds, Series 2005A, 5.000%, 6/01/35 – FGIC Insured
|
6/15 at 100.00
|
A2
|
8,924,745
|
|||||
|
5,795
|
Kern Community College District, California, General Obligation Bonds, Series 2006, 0.000%, 11/01/25 – AGM Insured
|
No Opt. Call
|
Aa2
|
3,673,219
|
|||||
|
1,195
|
Lincoln Public Financing Authority, Placer County, California, Twelve Bridges Limited Obligation Revenue Bonds, Refunding Series 2011A, 4.375%, 9/02/25 – AGM Insured
|
9/21 at 100.00
|
AA–
|
1,293,205
|
|||||
|
4,100
|
Ontario Redevelopment Financing Authority, San Bernardino County, California, Revenue Bonds, Redevelopment Project 1, Series 1993, 5.850%, 8/01/22 – NPFG Insured (ETM)
|
7/13 at 100.00
|
A (4)
|
4,715,205
|
|||||
|
2,590
|
Riverside County Public Financing Authority, California, Tax Allocation Bonds, Multiple Projects, Series 2004, 5.000%, 10/01/25 – SYNCORA GTY Insured
|
10/14 at 100.00
|
BBB
|
2,609,995
|
|||||
|
2,000
|
San Diego Redevelopment Agency, California, Subordinate Lien Tax Allocation Bonds, Centre City Project, Series 2004A, 5.000%, 9/01/21 – SYNCORA GTY Insured
|
9/14 at 100.00
|
AA–
|
2,098,260
|
|||||
|
San Francisco Bay Area Rapid Transit District, California, Sales Tax Revenue Bonds, Refunding Series 2005A:
|
|||||||||
|
2,000
|
5.000%, 7/01/21 – NPFG Insured
|
7/15 at 100.00
|
AA+
|
2,199,680
|
|||||
|
3,655
|
5.000%, 7/01/22 – NPFG Insured
|
7/15 at 100.00
|
AA+
|
4,018,234
|
|||||
|
8,965
|
San Jose Redevelopment Agency, California, Tax Allocation Bonds, Merged Area Redevelopment Project, Series 2006C, 4.250%, 8/01/30 – NPFG Insured
|
8/17 at 100.00
|
BBB
|
8,771,266
|
|||||
|
3,500
|
Saugus Union School District, Los Angeles County, California, General Obligation Bonds, Series 2006, 0.000%, 8/01/23 – FGIC Insured
|
No Opt. Call
|
Aa2
|
2,450,455
|
|||||
|
1,000
|
Sierra Joint Community College District, Tahoe Truckee, California, General Obligation Bonds, School Facilities Improvement District 1, Series 2005A, 5.000%, 8/01/27 (Pre-refunded 8/01/14) – FGIC Insured
|
8/14 at 100.00
|
Aa2 (4)
|
1,059,290
|
|||||
|
1,525
|
Sierra Joint Community College District, Western Nevada, California, General Obligation Bonds, School Facilities Improvement District 2, Series 2005A, 5.000%, 8/01/27 (Pre-refunded 8/01/14) – FGIC Insured
|
8/14 at 100.00
|
Aa2 (4)
|
1,615,417
|
|||||
|
3,170
|
Ventura County Community College District, California, General Obligation Bonds, Series 2005B, 5.000%, 8/01/28 – NPFG Insured
|
8/15 at 100.00
|
AA
|
3,457,044
|
|||||
|
181,125
|
Total California
|
119,088,061
|
|||||||
|
Colorado – 6.5% (4.4% of Total Investments)
|
|||||||||
|
2,015
|
Board of Trustees of the University of Northern Colorado, Revenue Bonds, Series 2005, 5.000%, 6/01/22 – AGM Insured
|
6/15 at 100.00
|
AA–
|
2,187,605
|
|||||
|
Colorado Health Facilities Authority, Colorado, Revenue Bonds, Covenant Retirement Communities Inc., Refunding Series 2012B:
|
|||||||||
|
1,640
|
5.000%, 12/01/22
|
No Opt. Call
|
BBB+
|
1,884,918
|
|||||
|
2,895
|
5.000%, 12/01/23
|
12/22 at 100.00
|
BBB+
|
3,288,257
|
|||||
|
4,200
|
5.000%, 12/01/24
|
12/22 at 100.00
|
BBB+
|
4,712,484
|
|||||
|
2,540
|
Commerce City Northern Infrastructure General Improvement District, Colorado, General Obligation Bonds, Series 2013, 5.000%, 12/01/25 – AGM Insured
|
12/22 at 100.00
|
AA–
|
3,051,454
|
|||||
|
1,000
|
Denver City and County, Colorado, Airport Revenue Bonds, Series 2006, 5.000%, 11/15/24, FGIC Insured
|
11/16 at 100.00
|
A+
|
1,120,230
|
|||||
|
5,365
|
Denver City and County, Colorado, Airport Revenue Bonds, Series 2006, 5.000%, 11/15/23 – FGIC Insured (UB)
|
11/16 at 100.00
|
A+
|
6,025,861
|
|||||
|
1,085
|
Denver, Colorado, Airport Revenue Bonds, Trust 2365, 13.866%, 11/15/25 – FGIC Insured (IF)
|
11/16 at 100.00
|
A+
|
1,590,675
|
|||||
|
9,880
|
E-470 Public Highway Authority, Colorado, Senior Revenue Bonds, Series 2000B, 0.000%, 9/01/32 – NPFG Insured
|
No Opt. Call
|
Baa2
|
3,849,149
|
|||||
|
10,000
|
E-470 Public Highway Authority, Colorado, Toll Revenue Bonds, Series 2004A, 0.000%, 9/01/27 – NPFG Insured
|
No Opt. Call
|
Baa2
|
5,302,200
|
|
24
|
Nuveen Investments
|
|
Principal
|
Optional Call
|
||||||||
|
Amount (000)
|
Description (1)
|
Provisions (2)
|
Ratings (3)
|
Value
|
|||||
|
Colorado (continued)
|
|||||||||
|
Eagle River Water and Sanitation District, Eagle County, Colorado, Enterprise Wastewater Revenue Bonds, Series 2012:
|
|||||||||
|
$
|
400
|
5.000%, 12/01/32
|
No Opt. Call
|
A+
|
$
|
462,780
|
|||
|
1,000
|
3.000%, 12/01/32
|
No Opt. Call
|
A+
|
941,890
|
|||||
|
1,250
|
Jefferson County School District R1, Colorado, General Obligation Bonds, Series 2004, 5.000%, 12/15/24 (Pre-refunded 12/15/14) – AGM Insured (UB)
|
12/14 at 100.00
|
Aa2 (4)
|
1,345,513
|
|||||
|
880
|
Park Creek Metropolitan District, Colorado, Senior Limited Property Tax Supported Revenue Refunding Bonds, Series 2011, 6.125%, 12/01/41 – AGM Insured
|
12/20 at 100.00
|
AA–
|
1,034,308
|
|||||
|
1,100
|
Poudre Tech Metro District, Colorado, Unlimited Property Tax Supported Revenue Bonds, Refunding & Improvement Series 2010A, 5.000%, 12/01/39 – AGM Insured
|
12/20 at 100.00
|
AA–
|
1,087,196
|
|||||
|
5
|
University of Colorado, Enterprise System Revenue Bonds, Series 2005, 5.000%, 6/01/30 – FGIC Insured
|
6/15 at 100.00
|
Aa2
|
5,384
|
|||||
|
University of Colorado, Enterprise System Revenue Bonds, Series 2005:
|
|||||||||
|
320
|
5.000%, 6/01/30 (Pre-refunded 6/01/15) – FGIC Insured
|
6/15 at 100.00
|
Aa2 (4)
|
348,653
|
|||||
|
175
|
5.000%, 6/01/30 (Pre-refunded 6/01/15) – FGIC Insured
|
6/15 at 100.00
|
Aa2 (4)
|
191,898
|
|||||
|
45,750
|
Total Colorado
|
38,430,455
|
|||||||
|
Connecticut – 0.2% (0.1% of Total Investments)
|
|||||||||
|
1,000
|
Connecticut Health and Educational Facilities Authority, Revenue Bonds, Wesleyan University, Series 2010G, 5.000%, 7/01/39
|
7/20 at 100.00
|
AA
|
1,122,290
|
|||||
|
District of Columbia – 1.2% (0.8% of Total Investments)
|
|||||||||
|
1,335
|
Washington Convention Center Authority, District of Columbia, Dedicated Tax Revenue Bonds, Tender Option Bond Trust 1606, 11.456%, 10/01/30 – AMBAC Insured (IF) (5)
|
10/16 at 100.00
|
AA+
|
1,532,059
|
|||||
|
3,920
|
Washington Convention Center Authority, District of Columbia, Dedicated Tax Revenue Bonds, Tender Option Bond Trust 1730, 11.448%, 10/01/36 (Pre-refunded 10/01/16) – AMBAC Insured (IF) (5)
|
10/16 at 100.00
|
AA+ (4)
|
5,470,752
|
|||||
|
5,255
|
Total District of Columbia
|
7,002,811
|
|||||||
|
Florida – 13.5% (9.3% of Total Investments)
|
|||||||||
|
4,455
|
Broward County School Board, Florida, Certificates of Participation, Series 2005A, 5.000%, 7/01/28 – AGM Insured
|
7/15 at 100.00
|
AA–
|
4,777,141
|
|||||
|
10,000
|
Cape Coral, Florida, Water and Sewer Revenue Bonds, Refunding Series 2011, 5.000%, 10/01/41 – AGM Insured
|
10/21 at 100.00
|
AA–
|
11,283,600
|
|||||
|
2,000
|
Citizens Property Insurance Corporation, Florida, High-Risk Account Senior Secured Bonds Series 2010A-1, 5.000%, 6/01/16 – AGM Insured
|
No Opt. Call
|
AA–
|
2,260,940
|
|||||
|
1,025
|
Cityplace Community Development District, Florida, Special Assessment and Revenue Bonds, Refunding Series 2012, 5.000%, 5/01/26
|
No Opt. Call
|
A
|
1,186,263
|
|||||
|
3,450
|
Collier County, Florida, Capital Improvement Revenue Bonds, Series 2005, 5.000%, 10/01/24 (Pre-refunded 10/01/14) – NPFG Insured
|
10/14 at 100.00
|
AA– (4)
|
3,679,218
|
|||||
|
4,000
|
Davie, Florida, Water and Sewerage Revenue Bonds, Series 2011, 5.000%, 10/01/41 – AGM Insured
|
10/21 at 100.00
|
AA–
|
4,507,200
|
|||||
|
7,000
|
Florida Citizens Property Insurance Corporation, Personal and Commercial Lines Account Bonds, Senior Secured Series 2012A-1, 5.000%, 6/01/22
|
No Opt. Call
|
A+
|
8,532,160
|
|||||
|
2,750
|
Florida State Board of Education, Full Faith and Credit Public Education Capital Outlay Bonds, Series 2003J, 5.000%, 6/01/22 (Pre-refunded 6/01/13) – AMBAC Insured
|
6/13 at 101.00
|
AAA
|
2,787,923
|
|||||
|
2,550
|
Florida State Board of Education, Public Education Capital Outlay Bonds, Tender Option Bond Trust 2929, 17.027%, 12/01/16 – AGC Insured (IF) (5)
|
No Opt. Call
|
AAA
|
4,088,849
|
|||||
|
600
|
Jacksonville, Florida, Better Jacksonville Sales Tax Revenue Bonds, Refunding Series 2012, 5.000%, 10/01/30
|
10/22 at 100.00
|
A1
|
694,884
|
|||||
|
1,000
|
Lakeland, Florida, Hospital System Revenue Bonds, Lakeland Regional Health, Refunding Series 2011, 5.000%, 11/15/25
|
11/21 at 100.00
|
A2
|
1,137,390
|
|||||
|
13,045
|
Miami-Dade County, Florida, Aviation Revenue Bonds, Miami International Airport, Series 2004A, 5.000%, 10/01/30 – FGIC Insured (Alternative Minimum Tax)
|
10/14 at 100.00
|
A
|
13,690,336
|
|||||
|
10,085
|
Miami-Dade County, Florida, Aviation Revenue Bonds, Miami International Airport, Series 2008B, 5.000%, 10/01/41 – AGM Insured
|
10/18 at 100.00
|
AA–
|
11,357,424
|
|||||
|
3,730
|
Palm Beach County School Board, Florida, Certificates of Participation, Series 2003A, 5.000%,8/01/16 (Pre-refunded 8/01/13) – AMBAC Insured
|
8/13 at 100.00
|
AA– (4)
|
3,774,051
|
|
Nuveen Investments
|
25
|
|
Nuveen Quality Municipal Fund, Inc. (continued)
|
||
|
NQI
|
Portfolio of Investments
|
|
|
April 30, 2013 (Unaudited)
|
|
Principal
|
Optional Call
|
||||||||
|
Amount (000)
|
Description (1)
|
Provisions (2)
|
Ratings (3)
|
Value
|
|||||
|
Florida (continued)
|
|||||||||
|
$
|
4,100
|
Tampa, Florida, Health System Revenue Bonds, Baycare Health System, Series 2012A, 5.000%, 11/15/33
|
5/22 at 100.00
|
Aa2
|
$
|
4,677,116
|
|||
|
2,000
|
Volusia County Educational Facilities Authority, Florida, Educational Facilities Revenue Bonds, Embry-Riddle Aeronautical University, Inc. Project, Refunding Series 2011, 5.000%, 10/15/29 – AGM Insured
|
10/21 at 100.00
|
AA–
|
2,224,940
|
|||||
|
71,790
|
Total Florida
|
80,659,435
|
|||||||
|
Georgia – 3.2% (2.2% of Total Investments)
|
|||||||||
|
1,000
|
Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 2004, 5.000%, 11/01/22 – AGM Insured
|
11/14 at 100.00
|
AA–
|
1,063,520
|
|||||
|
7,000
|
Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 2009B, 5.375%, 11/01/39 – AGM Insured
|
11/19 at 100.00
|
AA–
|
7,986,650
|
|||||
|
2,000
|
City of Fairburn, Georgia, General Obligation Bonds, Series 2011, 5.750%, 12/01/31 – AGM Insured
|
12/21 at 100.00
|
AA–
|
2,335,220
|
|||||
|
7,295
|
Cobb County Development Authority, Georgia, University Facilities Revenue Bonds, Kennesaw State University Foundations, Student Housing Subordinate Lien Series 2004C, 5.000%, 7/15/36 – NPFG Insured
|
7/14 at 100.00
|
A3
|
7,605,767
|
|||||
|
17,295
|
Total Georgia
|
18,991,157
|
|||||||
|
Hawaii – 1.2% (0.8% of Total Investments)
|
|||||||||
|
1,620
|
Hawaii County, Hawaii, General Obligation Bonds, Series 2003A, 5.000%, 7/15/21 (Pre-refunded 7/15/13) – AGM Insured
|
7/13 at 100.00
|
Aa2 (4)
|
1,636,232
|
|||||
|
4,250
|
Hawaii State, General Obligation Bonds, Refunding Series 2011EA, 5.000%, 12/01/20
|
No Opt. Call
|
AA
|
5,350,325
|
|||||
|
5,870
|
Total Hawaii
|
6,986,557
|
|||||||
|
Illinois – 9.1% (6.2% of Total Investments)
|
|||||||||
|
3,490
|
Chicago Board of Education, Illinois, Unlimited Tax General Obligation Bonds, Refunding Series 2005A, 5.500%, 12/01/30 – AMBAC Insured
|
No Opt. Call
|
A+
|
4,462,105
|
|||||
|
1,500
|
Chicago Transit Authority, Illinois, Capital Grant Receipts Revenue Bonds, Federal Transit Administration Section 5307 Urbanized Area Formula Funds, Refunding Series 2011, 5.250%, 6/01/26 – AGM Insured
|
6/21 at 100.00
|
AA–
|
1,749,195
|
|||||
|
1,775
|
Chicago, Illinois, Third Lien General Airport Revenue Bonds, O’Hare International Airport, Series 2005A, 5.250%, 1/01/24 – NPFG Insured
|
1/16 at 100.00
|
A2
|
1,946,785
|
|||||
|
2,660
|
Cook County, Illinois, General Obligation Bonds, Refunding Series 2007B, 5.000%, 11/15/21 – NPFG Insured
|
11/17 at 100.00
|
AA
|
3,079,854
|
|||||
|
2,240
|
Illinois Finance Authority, Revenue Bonds, The Carle Foundation, Series 2011A, 6.000%, 8/15/41 – AGM Insured
|
8/21 at 100.00
|
AA–
|
2,647,837
|
|||||
|
1,000
|
Illinois Finance Authority, Revenue Bonds, The University of Chicago Medical Center, Series 2011C, 5.500%, 8/15/41
|
2/21 at 100.00
|
AA–
|
1,138,600
|
|||||
|
825
|
Illinois State, General Obligation Bonds, Refunding Series 2012, 5.000%, 8/01/25
|
8/22 at 100.00
|
A2
|
937,538
|
|||||
|
7,400
|
Macon County School District 61 Decatur, Illinois, General Obligation Bonds, Series 2011A, 5.250%, 1/01/37 – AGM Insured
|
1/21 at 100.00
|
A1
|
8,383,756
|
|||||
|
15,000
|
Metropolitan Pier and Exposition Authority, Illinois, McCormick Place Expansion Project Refunding Bonds, Series 2012B, 5.000%, 6/15/52
|
6/22 at 100.00
|
AAA
|
16,503,150
|
|||||
|
5,000
|
Metropolitan Pier and Exposition Authority, Illinois, Revenue Bonds, McCormick Place Expansion Project, Capital Appreciation Refunding Series 2010B-1, 0.000%, 6/15/45 – AGM Insured
|
No Opt. Call
|
AAA
|
1,044,250
|
|||||
|
18,000
|
Metropolitan Pier and Exposition Authority, Illinois, Revenue Bonds, McCormick Place Expansion Project, Series 2002A, 0.000%, 12/15/24 – NPFG Insured
|
No Opt. Call
|
AAA
|
12,256,200
|
|||||
|
58,890
|
Total Illinois
|
54,149,270
|
|||||||
|
Indiana – 4.4% (3.0% of Total Investments)
|
|||||||||
|
4,100
|
Indiana Finance Authority, Private Activity Bonds, Ohio River Bridges East End Crossing Project, Series 2013A, 5.000%, 7/01/48 (Alternative Minimum Tax)
|
7/23 at 100.00
|
BBB
|
4,313,446
|
|||||
|
11,130
|
Indiana Finance Authority, Wastewater Utility Revenue Bonds, CWA Authority Project, Series 2011B, 5.000%, 10/01/41
|
10/21 at 100.00
|
AA–
|
12,368,101
|
|||||
|
3,680
|
Indiana Municipal Power Agency, Power Supply Revenue Bonds, Series 2007A, 5.000%, 1/01/42 – NPFG Insured
|
1/17 at 100.00
|
A+
|
4,009,176
|
|
26
|
Nuveen Investments
|
|
Principal
|
Optional Call
|
||||||||
|
Amount (000)
|
Description (1)
|
Provisions (2)
|
Ratings (3)
|
Value
|
|||||
|
Indiana (continued)
|
|||||||||
|
$
|
4,935
|
Indiana Transportation Finance Authority, Highway Revenue Bonds, Series 1990A, 7.250%, 6/01/15 – AMBAC Insured
|
No Opt. Call
|
AA+
|
$
|
5,251,778
|
|||
|
23,845
|
Total Indiana
|
25,942,501
|
|||||||
|
Kansas – 1.3% (0.9% of Total Investments)
|
|||||||||
|
5,500
|
Kansas Development Finance Authority, Revenue Bonds, Sisters of Charity of Leavenworth Health Services Corporation, Series 2010A, 5.000%, 1/01/40
|
1/20 at 100.00
|
AA
|
6,008,915
|
|||||
|
2,000
|
Wichita, Kansas, Water and Sewerage Utility Revenue Bonds, Series 2003, 5.000%, 10/01/21 (Pre-refunded 10/01/13) – FGIC Insured
|
10/13 at 100.00
|
Aa2 (4)
|
2,040,020
|
|||||
|
7,500
|
Total Kansas
|
8,048,935
|
|||||||
|
Kentucky – 5.2% (3.5% of Total Investments)
|
|||||||||
|
3,015
|
Kentucky Asset/Liability Commission, General Fund Revenue Project Notes, First Series 2005, 5.000%, 5/01/25 – NPFG Insured
|
5/15 at 100.00
|
Aa3
|
3,237,236
|
|||||
|
Kentucky Economic Development Finance Authority, Health System Revenue Bonds, Norton Healthcare Inc., Series 2000C:
|
|||||||||
|
2,530
|
6.150%, 10/01/27 – NPFG Insured
|
10/13 at 101.00
|
Baa2
|
2,590,315
|
|||||
|
12,060
|
6.150%, 10/01/28 – NPFG Insured
|
10/13 at 101.00
|
Baa2
|
12,343,169
|
|||||
|
Kentucky Economic Development Finance Authority, Health System Revenue Bonds, Norton Healthcare Inc., Series 2000C:
|
|||||||||
|
3,815
|
6.150%, 10/01/27 (Pre-refunded 10/01/13) – NPFG Insured
|
10/13 at 101.00
|
A– (4)
|
3,946,999
|
|||||
|
6,125
|
6.150%, 10/01/28 (Pre-refunded 10/01/13) – NPFG Insured
|
10/13 at 101.00
|
A– (4)
|
6,336,925
|
|||||
|
2,230
|
Kentucky State Property and Buildings Commission, Revenue Bonds, Project 85, Series 2005, 5.000%, 8/01/23 (Pre-refunded 8/01/15) – AGM Insured
|
8/15 at 100.00
|
AA– (4)
|
2,459,623
|
|||||
|
29,775
|
Total Kentucky
|
30,914,267
|
|||||||
|
Louisiana – 5.0% (3.4% of Total Investments)
|
|||||||||
|
1,000
|
Lafayette Public Power Authority, Louisiana, Electric Revenue Bonds, Series 2012, 5.000%, 11/01/29
|
No Opt. Call
|
A+
|
1,185,660
|
|||||
|
Louisiana State, Gasoline and Fuels Tax Revenue Bonds, Series 2006A:
|
|||||||||
|
11,325
|
4.750%, 5/01/39 – AGM Insured (UB)
|
5/16 at 100.00
|
Aa1
|
12,345,383
|
|||||
|
8,940
|
4.500%, 5/01/41 – FGIC Insured (UB)
|
5/16 at 100.00
|
Aa1
|
9,648,227
|
|||||
|
10
|
Louisiana State, Gasoline and Fuels Tax Revenue Bonds, Series 2006, Residuals 660-1, 15.895%, 5/01/34 – FGIC Insured (IF)
|
5/16 at 100.00
|
Aa1
|
13,168
|
|||||
|
5
|
Louisiana State, Gasoline and Fuels Tax Revenue Bonds, Series 2006, Residuals 660-3, 15.863%, 5/01/34 – FGIC Insured (IF)
|
5/16 at 100.00
|
Aa1
|
6,581
|
|||||
|
5,000
|
Louisiana State, General Obligation Bonds, Series 2012C, 5.000%, 7/15/21
|
No Opt. Call
|
AA
|
6,337,850
|
|||||
|
26,280
|
Total Louisiana
|
29,536,869
|
|||||||
|
Maine – 0.4% (0.3% of Total Investments)
|
|||||||||
|
555
|
Maine Health and Higher Educational Facilities Authority, Revenue Bonds, Series 1999B, 6.000%, 7/01/29 – NPFG Insured
|
7/13 at 100.00
|
Aaa
|
557,348
|
|||||
|
1,640
|
Maine State Housing Authority, Single Family Mortgage Purchase Bonds, Series 2012A-1, 4.000%, 11/15/24 – AGM Insured (Alternative Minimum Tax)
|
11/21 at 100.00
|
AA+
|
1,732,808
|
|||||
|
2,195
|
Total Maine
|
2,290,156
|
|||||||
|
Massachusetts – 4.7% (3.2% of Total Investments)
|
|||||||||
|
4,000
|
Massachusetts Department of Transportation, Metropolitan Highway System Revenue Bonds, Commonwealth Contract Assistance Secured, Refunding Series 2010B, 5.000%, 1/01/35
|
1/20 at 100.00
|
AA+
|
4,582,360
|
|||||
|
6,000
|
Massachusetts Development Finance Authority, Revenue Bonds, WGBH Educational Foundation, Series 2002A, 5.750%, 1/01/42 – AMBAC Insured
|
No Opt. Call
|
A
|
8,129,220
|
|||||
|
3,335
|
Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Massachusetts Institute of Technology, Tender Option Bond Trust 11824, 13.505%, 1/01/16 (IF)
|
No Opt. Call
|
AAA
|
4,755,276
|
|||||
|
Massachusetts State, Special Obligation Dedicated Tax Revenue Bonds, Series 2004:
|
|||||||||
|
1,250
|
5.250%, 1/01/21 (Pre-refunded 1/01/14) – FGIC Insured
|
1/14 at 100.00
|
A1 (4)
|
1,291,300
|
|||||
|
1,000
|
5.250%, 1/01/22 (Pre-refunded 1/01/14) – FGIC Insured
|
1/14 at 100.00
|
A1 (4)
|
1,033,040
|
|||||
|
1,195
|
5.250%, 1/01/23 (Pre-refunded 1/01/14) – FGIC Insured
|
1/14 at 100.00
|
A1 (4)
|
1,234,483
|
|||||
|
2,000
|
5.250%, 1/01/24 (Pre-refunded 1/01/14) – FGIC Insured
|
1/14 at 100.00
|
A1 (4)
|
2,066,080
|
|
Nuveen Investments
|
27
|
|
Nuveen Quality Municipal Fund, Inc. (continued)
|
||
|
NQI
|
Portfolio of Investments
|
|
|
April 30, 2013 (Unaudited)
|
|
Principal
|
Optional Call
|
||||||||
|
Amount (000)
|
Description (1)
|
Provisions (2)
|
Ratings (3)
|
Value
|
|||||
|
Massachusetts (continued)
|
|||||||||
|
$
|
3,465
|
Massachusetts Water Resources Authority, General Revenue Bonds, Series 2007A, 4.500%, 8/01/46 – AGM Insured (UB) (5)
|
2/17 at 100.00
|
AA+
|
$
|
3,656,753
|
|||
|
1,245
|
Springfield Water and Sewerage Commission, Massachusetts, General Revenue Bonds, Refunding Series 2010B, 5.000%, 11/15/30 – AGC Insured
|
11/20 at 100.00
|
AA–
|
1,438,734
|
|||||
|
23,490
|
Total Massachusetts
|
28,187,246
|
|||||||
|
Michigan – 3.9% (2.7% of Total Investments)
|
|||||||||
|
710
|
Detroit Water and Sewerage Department, Michigan, Sewage Disposal System Revenue Bonds, Refunding Senior Lien Series 2012A, 5.250%, 7/01/39
|
7/22 at 100.00
|
A+
|
776,101
|
|||||
|
5,000
|
Detroit, Michigan, Water Supply System Revenue Bonds, Senior Lien Series 2011A, 5.250%, 7/01/41
|
7/21 at 100.00
|
A+
|
5,429,800
|
|||||
|
1,825
|
Marysville Public School District, St Claire County, Michigan, General Obligation Bonds, Series 2007, 5.000%, 5/01/28 – AGM Insured
|
5/17 at 100.00
|
Aa2
|
2,057,742
|
|||||
|
2,750
|
Michigan State Building Authority, Revenue Refunding Bonds, Facilities Program, Series 2011-II-A, 5.375%, 10/15/36
|
10/21 at 100.00
|
Aa3
|
3,191,238
|
|||||
|
10,585
|
Michigan State Hospital Finance Authority, Hospital Revenue Bonds, Henry Ford Health System, Refunding Series 2009, 5.750%, 11/15/39
|
11/19 at 100.00
|
A
|
12,076,109
|
|||||
|
20,870
|
Total Michigan
|
23,530,990
|
|||||||
|
Minnesota – 0.4% (0.2% of Total Investments)
|
|||||||||
|
1,000
|
Minneapolis-Saint Paul Housing and Redevelopment Authority, Minnesota, Health Care Revenue Bonds, Children’s Health Care, Series 2004A-1 Remarketed, 4.625%, 8/15/29 – AGM Insured
|
8/20 at 100.00
|
AA–
|
1,109,480
|
|||||
|
1,040
|
Wayzata, Minnesota, Senior Housing Entrance Deposit Revenue Bonds, Folkestone Senior Living Community, Series 2012B, 4.875%, 5/01/19
|
5/14 at 100.00
|
N/R
|
1,056,567
|
|||||
|
2,040
|
Total Minnesota
|
2,166,047
|
|||||||
|
Mississippi – 1.6% (1.1% of Total Investments)
|
|||||||||
|
2,715
|
Harrison County Wastewater Management District, Mississippi, Revenue Refunding Bonds, Wastewater Treatment Facilities, Series 1991B, 7.750%, 2/01/14 – FGIC Insured (ETM)
|
No Opt. Call
|
A (4)
|
2,867,556
|
|||||
|
5,445
|
Mississippi Development Bank, Special Obligation Bonds, Gulfport Water and Sewer System Project, Series 2005, 5.250%, 7/01/24 – AGM Insured
|
No Opt. Call
|
AA–
|
6,417,150
|
|||||
|
8,160
|
Total Mississippi
|
9,284,706
|
|||||||
|
Nebraska – 2.2% (1.5% of Total Investments)
|
|||||||||
|
12,155
|
Lincoln, Nebraska, Electric System Revenue Bonds, Series 2007A, 4.500%, 9/01/37 – FGIC Insured (UB) (5)
|
9/17 at 100.00
|
AA
|
12,974,855
|
|||||
|
Nevada – 1.9% (1.3% of Total Investments)
|
|||||||||
|
Clark County, Nevada, Airport Revenue Bonds, Jet Aviation Fuel Tax, Refunding Series 2013A:
|
|||||||||
|
2,500
|
5.000%, 7/01/25 (Alternative Minimum Tax)
|
1/23 at 100.00
|
A
|
2,895,300
|
|||||
|
2,500
|
5.000%, 7/01/26 (Alternative Minimum Tax)
|
1/23 at 100.00
|
A
|
2,867,150
|
|||||
|
5,000
|
5.000%, 7/01/27 (Alternative Minimum Tax)
|
1/23 at 100.00
|
A
|
5,678,650
|
|||||
|
10,000
|
Total Nevada
|
11,441,100
|
|||||||
|
New Jersey – 2.9% (2.0% of Total Investments)
|
|||||||||
|
New Jersey Economic Development Authority, Revenue Bonds, Motor Vehicle Surcharge, Series 2004A:
|
|||||||||
|
1,700
|
5.000%, 7/01/22 – NPFG Insured
|
7/14 at 100.00
|
A
|
1,784,473
|
|||||
|
1,700
|
5.000%, 7/01/23 – NPFG Insured
|
7/14 at 100.00
|
A
|
1,784,473
|
|||||
|
2,000
|
New Jersey Transportation Trust Fund Authority, Transportation System Bonds, Capital Appreciation Series 2010A, 0.000%, 12/15/26
|
No Opt. Call
|
A+
|
1,190,400
|
|||||
|
4,475
|
New Jersey Transportation Trust Fund Authority, Transportation System Bonds, Series 2007A, 5.000%, 12/15/34 – AMBAC Insured
|
No Opt. Call
|
AA+
|
5,116,089
|
|||||
|
6,000
|
New Jersey Turnpike Authority, Revenue Bonds, Refunding Series 2005D-1, 5.250%, 1/01/26 – AGM Insured
|
No Opt. Call
|
AA–
|
7,554,900
|
|||||
|
15,875
|
Total New Jersey
|
17,430,335
|
|
28
|
Nuveen Investments
|
|
Principal
|
Optional Call
|
||||||||
|
Amount (000)
|
Description (1)
|
Provisions (2)
|
Ratings (3)
|
Value
|
|||||
|
New Mexico – 0.8% (0.6% of Total Investments)
|
|||||||||
|
New Mexico Finance Authority, Public Project Revolving Fund Revenue Bonds, Series 2004C:
|
|||||||||
|
$
|
1,345
|
5.000%, 6/01/22 – AMBAC Insured
|
6/14 at 100.00
|
AAA
|
$
|
1,410,502
|
|||
|
3,290
|
5.000%, 6/01/23 – AMBAC Insured
|
6/14 at 100.00
|
AAA
|
3,448,019
|
|||||
|
4,635
|
Total New Mexico
|
4,858,521
|
|||||||
|
New York – 3.8% (2.6% of Total Investments)
|
|||||||||
|
310
|
Dormitory Authority of the State of New York, Revenue Bonds, School Districts Financing Program, Series 2002D, 5.500%, 10/01/17 – NPFG Insured
|
10/13 at 100.00
|
A+
|
311,215
|
|||||
|
4,080
|
Hudson Yards Infrastructure Corporation, New York, Revenue Bonds, Series 2006A, 4.500%, 2/15/47 – NPFG Insured
|
2/17 at 100.00
|
A
|
4,222,351
|
|||||
|
2,890
|
Long Island Power Authority, New York, Electric System General Revenue Bonds, Series 2006A, 5.000%, 12/01/25 – FGIC Insured
|
6/16 at 100.00
|
A
|
3,197,467
|
|||||
|
3,300
|
Long Island Power Authority, New York, Electric System Revenue Bonds, Series 2006F, 4.250%, 5/01/33 – NPFG Insured
|
11/16 at 100.00
|
A
|
3,388,473
|
|||||
|
2,000
|
Long Island Power Authority, New York, Electric System Revenue Bonds, Series 2011A, 5.000%, 5/01/36 – AGM Insured
|
5/21 at 100.00
|
AA–
|
2,236,680
|
|||||
|
1,290
|
Monroe County Industrial Development Corporation, New York, FHA Insured Mortgage Revenue Bonds, Unity Hospital of Rochester Project, Series 2010, 5.500%, 8/15/40
|
2/21 at 100.00
|
Aa2
|
1,492,633
|
|||||
|
1,740
|
New York Convention Center Development Corporation, Hotel Unit Fee Revenue Bonds, Series 2005, Trust 2364, 17.046%, 11/15/44 – AMBAC Insured (IF)
|
11/15 at 100.00
|
AA+
|
2,065,032
|
|||||
|
430
|
New York State Housing Finance Agency, Mortgage Revenue Refunding Bonds, Housing Project, Series 1996A, 6.125%, 11/01/20 – AGM Insured
|
11/13 at 100.00
|
AA–
|
431,118
|
|||||
|
New York State Urban Development Corporation, Service Contract Revenue Bonds, Series 2005B:
|
|||||||||
|
2,460
|
5.000%, 3/15/24 (Pre-refunded 3/15/15) – AGM Insured (UB)
|
3/15 at 100.00
|
AAA
|
2,675,668
|
|||||
|
2,465
|
5.000%, 3/15/25 (Pre-refunded 3/15/15) – AGM Insured (UB)
|
3/15 at 100.00
|
AAA
|
2,681,107
|
|||||
|
20,965
|
Total New York
|
22,701,744
|
|||||||
|
North Dakota – 0.5% (0.3% of Total Investments)
|
|||||||||
|
Williston Parks and Recreation District, North Dakota, Sales Tax & Gross Revenue Bonds, Series 2012A:
|
|||||||||
|
600
|
3.000%, 3/01/18
|
No Opt. Call
|
A
|
633,402
|
|||||
|
970
|
4.000%, 3/01/19
|
No Opt. Call
|
A
|
1,073,926
|
|||||
|
1,085
|
5.000%, 3/01/21
|
No Opt. Call
|
A
|
1,286,159
|
|||||
|
2,655
|
Total North Dakota
|
2,993,487
|
|||||||
|
Ohio – 3.4% (2.3% of Total Investments)
|
|||||||||
|
7,000
|
Cleveland State University, Ohio, General Receipts Bonds, Series 2004, 5.250%, 6/01/19 (Pre-refunded 6/01/14) – FGIC Insured
|
6/14 at 100.00
|
A+ (4)
|
7,378,700
|
|||||
|
9,045
|
Hamilton County, Ohio, Sales Tax Bonds, Subordinate Lien, Series 2006A, 4.250%, 12/01/32 – AMBAC Insured
|
12/16 at 100.00
|
A+
|
9,308,752
|
|||||
|
3,065
|
Oak Hills Local School District, Hamilton County, Ohio, General Obligation Bonds, Refunding Series 2005, 5.000%, 12/01/24 – AGM Insured
|
12/15 at 100.00
|
AA–
|
3,366,565
|
|||||
|
19,110
|
Total Ohio
|
20,054,017
|
|||||||
|
Pennsylvania – 8.9% (6.1% of Total Investments)
|
|||||||||
|
3,000
|
Allegheny County Sanitary Authority, Pennsylvania, Sewerage Revenue Bonds, Series 2005A, 5.000%, 12/01/23 – NPFG Insured
|
12/15 at 100.00
|
A1
|
3,296,790
|
|||||
|
1,165
|