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 811-05488
---------------------
Nuveen Municipal Income Fund, Inc.
--------------------------------------------------------------------------------
(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: October 31, 2007
------------------
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.
ANNUAL REPORT
October 31, 2007
Nuveen Investments
MUNICIPAL CLOSED-END FUNDS
Photo of: Small child
NUVEEN MUNICIPAL
VALUE FUND, INC.
NUV
NUVEEN MUNICIPAL
INCOME FUND, INC.
NMI
IT'S NOT WHAT YOU EARN, IT'S WHAT YOU KEEP.(R)
LOGO: NUVEEN Investments
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LIFE IS COMPLEX.
NUVEEN
MAKES THINGS
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OR
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and statements directly from Nuveen.
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Photo of: Timothy R. Schwertfeger
Chairman's
LETTER TO SHAREHOLDERS
Timothy R. Schwertfeger
Chairman of the Board
Once again, I am pleased to report that over the twelve-month period covered by
this report your Fund continued to provide you with attractive monthly tax-free
income. For more details about the management strategy and performance of your
Fund, please read the Portfolio Managers' Comments, the Dividend and Share Price
Information, and the Performance Overview sections of this report.
I also wanted to take this opportunity to report some important news about
Nuveen Investments. The firm recently was acquired by a group led by Madison
Dearborn Partners, LLC. While this affects the corporate structure of Nuveen
Investments, it has no impact on the investment objectives, portfolio management
strategies or dividend policy of your Fund.
With the recent volatility in the stock market, many have begun to wonder which
way the market is headed, and whether they need to adjust their holdings of
investments. No one knows what the future will bring, which is why we think a
well-balanced portfolio that is structured and carefully monitored with the help
of an investment professional is an important component in achieving your
long-term financial goals. A well-diversified portfolio may actually help to
reduce your overall investment risk, and we believe that investments like your
Nuveen Investments Fund can be important building blocks in a portfolio crafted
to perform well through a variety of market conditions.
We also are pleased to be able to offer you a choice concerning how you receive
your shareholder reports and other Fund information. As an alternative to mailed
copies, you can sign up to receive future Fund reports and other Fund
information by e-mail and the internet. The inside front cover of this report
contains information on how you can sign up.
We are grateful that you have chosen us as a partner as you pursue your
financial goals and we look forward to continuing to earn your trust in the
months and years ahead. At Nuveen Investments, our mission continues to be to
assist you and your financial advisor by offering investment services and
products that can help you to secure your financial objectives.
Sincerely,
/s/ Timothy R. Schwertfeger
Timothy R. Schwertfeger
Chairman of the Board
December 14, 2007
Portfolio Managers' COMMENTS
Nuveen Investments Municipal Closed-End Funds
NUV, NMI
Portfolio managers Tom Spalding and John Miller discuss U.S. economic and
municipal market conditions, key investment strategies, and the annual
performance of NUV and NMI. A 31-year veteran of Nuveen, Tom has managed NUV
since its inception in 1987. John, who has 14 years of municipal market
experience, including 11 years with Nuveen, assumed portfolio management
responsibility for NMI in 2001.
WHAT FACTORS AFFECTED THE U.S. ECONOMY AND MUNICIPAL MARKET DURING THE ANNUAL
REPORTING PERIOD ENDED OCTOBER 31, 2007?
Between November 1, 2006, and October 31, 2007, the yield on the benchmark
10-year U.S. Treasury note dropped 14 basis points to end the reporting period
at 4.47%. In the municipal bond market, the yield on the Bond Buyer 25 Revenue
Bond Index, a widely followed measure of longer-term municipal bond interest
rates, fell to 4.67% at the end of October 2007, a decline of 11 basis points
from the end of October 2006. These numbers, however, do not give a true
indication of the events of the summer of 2007, when developments in the credit
markets led to increased volatility, tightening liquidity, and a flight to
quality. This was particularly evident in August, when market concerns about
defaults on subprime mortgages resulted in a liquidity crisis across all fixed
income asset classes. The inability to properly value collateralized debt
products with exposure to subprime mortgages drove down bond prices and forced
some owners of this type of debt to sell holdings into a very weak market.
(Neither of these Funds had exposure to the collateralized debt products that
were at the center of this liquidity crisis.)
After fourteen months of remaining on the sidelines, the Federal Reserve
responded to credit market volatility by cutting the fed funds rate by 50 basis
points--from 5.25% to 4.75%--in September 2007 and another 25 basis points--to
4.50%--in October 2007. A corresponding decline in short-term municipal bond
interest rates, coupled with a jump in longer-term municipal interest rates,
produced a steepening of the yield curve late in the reporting period. For the
annual period, bonds with longer maturities generally underperformed shorter
maturity bonds. In addition, as the markets repriced risk, higher quality bonds
generally outperformed lower quality credits.
Discussions of specific investments are for illustrative purposes only and are
not intended as recommendations of individual investments. The views expressed
in this commentary represent those of the portfolio managers as of the date of
this report and are subject to change at any time, based on market conditions
and other factors. The Funds disclaim any obligation to advise shareholders of
such changes.
4
The U.S. gross domestic product (GDP), a closely watched measure of economic
growth, expanded at below-trend levels of 2.1% in the fourth quarter of 2006 and
0.6% in the first quarter of 2007 before rebounding sharply to 3.8% in the
second quarter of 2007 (all GDP numbers are annualized). In the third quarter of
2007, increases in consumer spending, business investment, and exports helped
GDP growth climb to 4.9%, overcoming a 20% decline in residential investment.
Driven largely by higher energy and food prices, the Consumer Price Index (CPI)
registered a 3.5% year-over-year gain as of October 2007. The labor market
continued to be tight, with a national unemployment rate of 4.7% in October
2007, up from 4.4% in October 2006. October 2007 marked the 50th consecutive
month of employment growth, the longest such stretch in U.S. history.
Over the twelve months ended October 2007, municipal bond issuance nationwide
totaled $487.9 billion, an increase of 27% from the previous twelve months. One
factor in this increased volume was an increase in advance refundings1 driven by
attractive borrowing rates for issuers during the early part of this period. For
the majority of the period, the strength and diversity of demand for municipal
bonds were as important as supply, as the surge in issuance was absorbed by a
broad-based universe of traditional and nontraditional buyers, including retail
investors, property and casualty insurance companies, hedge funds and
arbitragers and overseas investors.
WHAT KEY STRATEGIES WERE USED TO MANAGE NUV AND NMI DURING THIS REPORTING
PERIOD?
With the substantial increase in municipal issuance nationwide during this
reporting period, our investment strategies continued to focus on finding
opportunities in undervalued sectors and individual securities with the
potential to add value to the Funds and keep our portfolios well diversified.
The majority of our purchases were bonds at the longer end of the yield curve
(i.e., bonds with at least 20 years to maturity). These purchases helped to
offset the shortening of the Funds' portfolio durations due to bond calls and
the natural tendency of bond durations to shorten as time passes. In addition,
as the yield curve steepened, bonds at this end of the curve generally provided
incremental yield to support the Funds' dividends.
Given the market events of the past twelve months, the Funds generally placed
greater priority on higher quality bonds through most of this period. However,
during the latter part of this period, we also took advantage of opportunities
to add lower-quality credits. Since we viewed the recent widening of credit
spreads as a function of liquidity constraints and supply/demand factors rather
than credit risk, both Funds believed this situation represented opportunities.
Consequently, for example, we participated in the $5.5 billion Ohio Buckeye
Tobacco Settlement Financing Authority offering, the largest tobacco settlement
financing deal ever issued. In addition, a number of health care
1 Advance refundings, also known as pre-refundings or refinancings, occur when
an issuer sells new bonds and uses the proceeds to fund principal and interest
payments of older existing bonds. This process often results in lower borrowing
costs for bond issuers.
5
credits came to market at very attractive prices and NMI added bonds issued by
hospitals in Minnesota and Tennessee to its portfolio. NMI also purchased a
Florida land-secured bond issued to finance real estate infrastructure
development which we believed has the potential to perform well over the long
term.
To generate cash for purchases, NUV selectively sold a few pre-refunded
holdings. Overall, however, selling was limited in both Funds, and the majority
of our new purchases were funded with proceeds from called or matured bonds and
sinking fund payments. Reinvesting these proceeds out longer on the yield curve
helped to maintain the Funds' durations within our preferred strategic range and
improve the Funds' overall call protection profile.
In the municipal bond interest rate environment over the twelve-month period, we
also continued to emphasize a disciplined approach to duration2 management and
yield curve positioning. As part of our duration management strategy, we used
inverse floating rate securities,3 a type of derivative financial instrument, in
both NUV and NMI. These inverse floaters had the dual benefit of bringing the
Funds' durations closer to our preferred strategic target and enhancing their
income-generation capabilities.
HOW DID THE FUNDS PERFORM?
Individual results for these Funds, as well as relevant index and peer group
information, are presented in the accompanying table.
Total Returns on Net Asset Value*
For periods ended 10/31/07
1-Year 5-Year 10-Year
NUV 2.22% 5.59% 5.38%
NMI 2.23% 5.39% 4.62%
Lehman Brothers
Municipal Bond Index4 2.91% 4.46% 5.29%
Lipper General and
Insured Unleveraged
Municipal Debt
Funds Average5 2.05% 5.01% 4.83%
*Annualized.
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.
For additional information, see the individual Performance Overview for your
Fund in this report.
2 Duration is a measure of a bond's price sensitivity as interest rates change,
with longer duration bonds displaying more sensitivity to these changes than
bonds with shorter durations.
3 An inverse floating rate security is a financial instrument designed to pay
long-term tax-exempt interest at a rate that varies inversely with a short-term
tax-exempt interest rate index. For the Nuveen Funds, the index typically used
is the Securities Industry and Financial Markets (SIFM) Municipal Swap Index
(previously referred to as the Bond Market Association Index or BMA). Inverse
floaters, including those inverse floating rate securities in which the Funds
invested during the reporting period, are further defined within the "Notes to
Financial Statements" and "Glossary of Terms Used in This Report" sections of
this shareholder report.
4 The Lehman Brothers Municipal Bond Index is an unleveraged, unmanaged national
index comprising a broad range of investment-grade municipal bonds. Results for
the Lehman index do not reflect any expenses.
5 The Lipper General and Insured Unleveraged Municipal Debt Funds Average
category is calculated using the returns of all closed-end funds in this
category for each period as follows: 1 year, 8 funds; 5 years, 7 funds; and 10
years, 7 funds. Fund and Lipper returns assume reinvestment of dividends.
6
For the twelve months ended October 31, 2007, the total returns on NAV for both
NUV and NMI trailed the return on the Lehman Brothers Municipal Bond Index. Both
Funds outperformed the average return for their Lipper peer group for this
period.
The key factors influencing the Funds' returns included sector allocations,
advance refundings, yield curve and duration positioning, the use of derivatives
and credit exposure.
Sectors of the market that performed well during this twelve-month period
included transportation, special tax-backed issues and water and sewer. We also
continued to see positive contributions from advance refunding activity, which
benefited these Funds through price appreciation and enhanced credit quality.
Both NUV and NMI saw pre-refundings of holdings issued by Golden State Tobacco
Securitization Corporation and by Chicago Charter School Foundation, and NMI
also benefited from the advance refunding of credits issued by West Penn
Allegheny Health System and Joliet (Illinois) Regional Airport. In addition, two
of the better performing holdings in NMI's portfolio were utility credits in
Florida and Ohio: The Martin County IDA for Indiantown Cogeneration LP in
Florida and the Ohio Water Development Authority for Bay Shore Power in Ohio.
Bonds in the Lehman Brothers Municipal Bond Index with maturities between one
and eight years, especially those maturing in approximately three years,
benefited the most from changes in the interest rate environment. As a result,
these bonds generally outperformed credits with longer maturities. Bonds having
the longest maturities (22 years and longer) posted the worst returns for the
period. In general, the greater a Fund's exposure to the outperforming shorter
part of the curve, the greater the positive impact on the Fund's return for this
period. Because they effectively increased duration during a period when shorter
durations were in favor in the market, the inverse floaters in place in both NUV
and NMI had a negative impact on the return performance of these Funds for the
period. At the same time, however, the inverse floaters benefited these Funds by
helping to support their income streams. We believe that, over time, these
derivative financial instruments will be positive contributors to the Funds.
While yield curve and duration positioning played an important role in
performance, especially during the last part of this period, credit exposure was
also a dominant factor over this period. As the markets repriced risk, lower
credit quality bonds generally underperformed the municipal market as a whole
for the first time in several years. As of October 31, 2007, allocations of
bonds rated BBB and non-rated bonds accounted for approximately 11% of NUV's
portfolio and 37% of NMI, with both Funds also allocating an additional 7% to
bonds rated BB or lower (below investment-grade quality). In general, this
lower-rated credit exposure had a negative influence on Funds' performances for
this period. At the same time, the Funds' weightings in bonds rated AAA and AA
were generally positive for performance during this twelve-month period.
7
Overall, any bonds that carried greater credit risk, regardless of sector,
tended to perform poorly. Revenue bonds in general, and specifically the
industrial development and health care sectors that had ranked among the top
performers in the Lehman Brothers Municipal Bond Index over the past few years,
underperformed the general municipal market for this period. Bonds backed by the
1998 master tobacco settlement agreement also performed poorly during this
period, due to the overall lower credit quality of the tobacco sector as well as
the ample supply of these bonds in the marketplace. As of October 31, 2007,
tobacco bonds comprised approximately 6% of NUV's portfolio and 2% of NMI. In
addition, the Florida land-secured bond recently purchased in NMI--as well as
the land-secured sector as a whole--was adversely affected by the turmoil in the
housing market. We believe that this situation is cyclical, and we will continue
to monitor this holding as we believe in its potential for value over the long
term.
8
Dividend and Share Price
INFORMATION
The dividends of both NUV and NMI remained stable throughout the twelve-month
reporting period ended October 31, 2007.
Due to normal portfolio activity, shareholders of these two Funds received
capital gains and/or net ordinary income distributions at the end of December
2006 as follows:
Short-Term Capital Gains
Long-Term Capital Gains and/or Ordinary Income
(per share) (per share)
NUV $0.0273 $0.0007
NMI -- $0.0078
Both NUV and NMI 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 October 31, 2007, NUV and NMI had positive UNII
balances for both financial statement and tax purposes.
As of October 31, 2007, the Funds' share prices were trading at discounts to
their NAVs as shown in the accompanying chart:
10/31/07 Twelve-Month
Discount Average Discount
NUV -6.23% -1.96%
NMI -2.60% -2.40%
9
NUV
Performance
OVERVIEW
Nuveen Municipal
Value Fund, Inc.
as of October 31, 2007
Pie Chart:
Credit Quality (as a % of total investments)
AAA/U.S. Guaranteed 63%
AA 13%
A 6%
BBB 10%
BB or Lower 7%
N/R 1%
Bar Chart:
2006-2007 Monthly Tax-Free Dividends Per Share2
Nov 0.039
Dec 0.039
Jan 0.039
Feb 0.039
Mar 0.039
Apr 0.039
May 0.039
Jun 0.039
Jul 0.039
Aug 0.039
Sep 0.039
Oct 0.039
Line Chart:
Share Price Performance -- Weekly Closing Price
11/01/06 10.18
10.19
10.22
10.2
10.25
10.23
10.198
10.25
10.2
10.26
10.25
10.25
10.23
10.23
10.23
10.35
10.34
10.36
10.38
10.41
10.42
10.5
10.47
10.45
10.45
10.46
10.41
10.32
10.24
10.2
10.2
10.09
10.18
10.12
10.12
10.16
10.14
10.16
10.24
10.41
10.44
10.44
10.23
10.23
10.25
10.23
10.27
10.22
10.2
10.18
10.14
10.14
10.13
10.14
10.1301
10.1
10.12
10.09
10.24
10.28
10.28
10.24
10.22
10.25
10.33
10.3
10.34
10.32
10.28
10.32
10.23
10.21
10.23
10.26
10.22
10.18
10.15
10.2
10.21
10.22
10.22
10.26
10.31
10.3
10.28
10.37
10.39
10.34
10.45
10.41
10.39
10.38
10.38
10.34
10.36
10.35
10.32
10.3
10.32
10.34
10.36
10.39
10.37
10.37
10.35
10.31
10.35
10.35
10.38
10.33
10.32
10.3
10.36
10.28
10.26
10.21
10.26
10.22
10.22
10.19
10.2
10.22
10.23
10.2
10.26
10.24
10.23
10.25
10.25
10.27
10.26
10.24
10.21
10.23
10.22
10.24
10.24
10.21
10.21
10.18
10.13
10.13
10.14
10.14
10.2
10.14
10.16
10.14
10.13
10.12
9.9
9.88
9.85
9.75
9.73
9.75
9.85
9.83
9.83
9.7407
9.79
9.67
9.65
9.63
9.7
9.7
9.79
9.79
9.94
9.91
9.8
9.84
9.94
9.91
9.84
9.76
9.68
9.75
9.7
9.65
9.71
9.73
9.75
9.78
9.77
9.63
9.7
9.74
9.75
9.8001
9.79
9.9
9.77
9.78
9.67
9.64
9.66
9.56
9.54
9.45
9.35
9.57
9.65
9.77
9.93
9.96
9.9
9.9
9.95
9.94
9.96
9.99
9.98
9.93
9.86
9.94
10.01
9.99
10
9.75
9.73
9.64
9.61
9.53
9.52
9.54
9.55
9.57
9.62
9.6325
9.63
9.63
9.61
9.66
9.64
9.65
9.65
9.59
9.57
9.6
9.59
9.59
9.61
9.55
9.64
9.66
9.63
9.7
9.7
9.47
9.23
9.22
9.38
9.38
10/31/07 9.49
FUND SNAPSHOT
------------------------------------
Share Price $9.49
------------------------------------
Net Asset Value $10.12
------------------------------------
Premium/(Discount) to NAV -6.23%
------------------------------------
Market Yield 4.93%
------------------------------------
Taxable-Equivalent Yield1 6.85%
------------------------------------
Net Assets ($000) $1,974,535
------------------------------------
Average Effective Maturity
on Securities (Years) 16.54
------------------------------------
Modified Duration 6.27
------------------------------------
AVERAGE ANNUAL TOTAL RETURN
(Inception 6/17/87)
------------------------------------
ON SHARE PRICE ON NAV
------------------------------------
1-Year -1.90% 2.22%
------------------------------------
5-Year 6.00% 5.59%
------------------------------------
10-Year 5.79% 5.38%
------------------------------------
STATES
(as a % of total investments)
------------------------------------
Illinois 11.5%
------------------------------------
New York 11.0%
------------------------------------
California 10.0%
------------------------------------
Texas 6.1%
------------------------------------
New Jersey 5.6%
------------------------------------
Michigan 4.4%
------------------------------------
Indiana 3.9%
------------------------------------
Massachusetts 3.7%
------------------------------------
Florida 3.5%
------------------------------------
Colorado 3.4%
------------------------------------
Washington 3.1%
------------------------------------
Missouri 2.9%
------------------------------------
South Carolina 2.7%
------------------------------------
Wisconsin 2.6%
------------------------------------
Nevada 2.5%
------------------------------------
District of Columbia 2.4%
------------------------------------
Pennsylvania 2.0%
------------------------------------
Other 18.7%
------------------------------------
INDUSTRIES
(as a % of total investments)
------------------------------------
U.S. Guaranteed 27.7%
------------------------------------
Health Care 15.0%
------------------------------------
Tax Obligation/Limited 14.9%
------------------------------------
Transportation 11.5%
------------------------------------
Tax Obligation/General 8.4%
------------------------------------
Utilities 7.4%
------------------------------------
Consumer Staples 5.8%
------------------------------------
Other 9.3%
------------------------------------
1 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%. When
comparing the Fund to investments that generate qualified dividend income,
the Taxable-Equivalent Yield is lower.
2 The Fund paid shareholders capital gains and net ordinary income
distributions in December 2006 of $0.028 per share.
10
NMI
Performance
OVERVIEW
Nuveen Municipal
Income Fund, Inc.
as of October 31, 2007
Pie Chart:
Credit Quality (as a % of total investments)
AAA/U.S. Guaranteed 37%
AA 5%
A 14%
BBB 26%
BB or Lower 7%
N/R 11%
Bar Chart:
2006-2007 Monthly Tax-Free Dividends Per Share2
Nov 0.042
Dec 0.042
Jan 0.042
Feb 0.042
Mar 0.042
Apr 0.042
May 0.042
Jun 0.042
Jul 0.042
Aug 0.042
Sep 0.042
Oct 0.042
Line Chart:
Share Price Performance -- Weekly Closing Price
11/01/06 10.46
10.4
10.42
10.35
10.38
10.39
10.45
10.48
10.46
10.49
10.48
10.4401
10.47
10.48
10.51
10.52
10.49
10.54
10.5
10.61
10.62
10.55
10.74
10.59
10.76
11.13
10.8
11.02
11.09
11.05
11.05
10.9
10.77
10.68
10.75
10.72
10.73
10.73
10.72
10.66
10.62
10.62
10.57
10.79
10.9
11.31
11.16
11.15
11.0499
10.95
10.9
10.86
11
10.98
11
10.94
10.93
10.94
10.9
10.9
10.9
10.87
10.9
10.87
10.92
10.9
10.92
10.88
10.89
10.85
10.76
10.78
10.79
10.81
10.83
10.82
10.88
10.87
10.95
10.9
10.91
10.96
10.96
11.05
11.1
10.97
11
10.95
11.04
11.05
11.05
10.96
10.94
10.95
10.9
10.907
10.87
10.85
10.98
10.94
11.01
10.96
10.91
10.91
10.93
10.97
10.97
10.97
10.95
11
10.88
10.86
10.85
10.84
10.86
10.84
10.83
10.83
10.81
10.82
10.93
10.85
10.94
10.87
10.86
10.99
10.96
10.99
10.98
10.96
10.94
10.94
10.91
10.91
11.1
10.94
10.88
10.86
10.94
10.91
10.91
10.65
10.7
10.65
10.64
10.55
10.38
10.49
10.5
10.48
10.41
10.45
10.45
10.33
10.32
10.25
10.31
10.33
10.3
10.33
10.34
10.33
10.32
10.3
10.45
10.45
10.47
10.47
10.6
10.68
10.66
10.57
10.63
10.69
10.6
10.52
10.42
10.28
10.22
10.2
10.18
10.16
10.48
10.4501
10.4
10.3
10.39
10.4
10.37
10.26
10.2
10.21
10.22
10.29
10.23
10.25
10.33
10.37
10.36
10.12
10.08
10.16
10.2
10.2
10.2
10.2
10.21
10.33
10.31
10.35
10.33
10.44
10.47
10.55
10.54
10.6
10.66
10.44
10.43
10.27
10.366
10.27
10.28
10.18
10.3
10.44
10.5
10.5
10.5899
10.5201
10.68
10.68
10.66
10.64
10.54
10.5599
10.61
10.65
10.57
10.531
10.5
10.51
10.57
10.46
10.1
10.29
10.25
10.25
10.34
10.23
10.21
10.37
10.3641
10.39
10/31/07 10.49
FUND SNAPSHOT
------------------------------------
Share Price $10.49
------------------------------------
Net Asset Value $10.77
------------------------------------
Premium/(Discount) to NAV -2.60%
------------------------------------
Market Yield 4.80%
------------------------------------
Taxable-Equivalent Yield1 6.67%
------------------------------------
Net Assets ($000) $87,424
------------------------------------
Average Effective Maturity
on Securities (Years) 15.64
------------------------------------
Modified Duration 5.65
------------------------------------
AVERAGE ANNUAL TOTAL RETURN
(Inception 4/20/88)
------------------------------------
ON SHARE PRICE ON NAV
------------------------------------
1-Year 4.78% 2.23%
------------------------------------
5-Year 6.51% 5.39%
------------------------------------
10-Year 3.93% 4.62%
------------------------------------
STATES
(as a % of total investments)
------------------------------------
California 21.0%
------------------------------------
Texas 9.2%
------------------------------------
Illinois 6.7%
------------------------------------
Colorado 6.2%
------------------------------------
New York 5.8%
------------------------------------
South Carolina 4.9%
------------------------------------
Missouri 4.7%
------------------------------------
Tennessee 4.1%
------------------------------------
Indiana 3.8%
------------------------------------
Ohio 3.8%
------------------------------------
Michigan 3.7%
------------------------------------
Florida 3.2%
------------------------------------
Virginia 3.0%
------------------------------------
Other 19.9%
------------------------------------
INDUSTRIES
(as a % of total investments)
------------------------------------
Health Care 21.2%
------------------------------------
Utilities 16.0%
------------------------------------
U.S. Guaranteed 13.6%
------------------------------------
Tax Obligation/Limited 12.5%
------------------------------------
Tax Obligation/General 12.2%
------------------------------------
Education and Civic
Organizations 5.0%
------------------------------------
Materials 4.8%
------------------------------------
Other 14.7%
------------------------------------
1 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%. When
comparing the Fund to investments that generate qualified dividend income,
the Taxable-Equivalent Yield is lower.
2 The Fund paid shareholders a net ordinary income distribution in December
2006 of $0.0078 per share.
11
NUV
NMI Shareholder MEETING REPORT
The annual meeting of shareholders was held on July 31, 2007, at The Northern
Trust Company, 50 South La Salle Street, Chicago, IL 60675; at this meeting
shareholders were asked to vote on the election of Board Members. Additionally a
special meeting of shareholders was held in the offices of Nuveen Investments on
October 12, 2007; at this meeting shareholders were asked to vote on a New
Investment Management Agreement and to ratify the selection of Ernst and Young
LLP as the Funds' independent registered public accounting firm.
NUV NMI
------------------------------------------------------------------------------------------------------------------------------------
TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT:
Common Common
Shares Shares
====================================================================================================================================
For 105,197,117 4,394,472
Against 4,135,133 161,217
Abstain 3,312,140 124,673
Broker Non-Votes 30,156,151 1,428,588
------------------------------------------------------------------------------------------------------------------------------------
Total 142,800,541 6,108,950
====================================================================================================================================
APPROVAL OF THE BOARD MEMBERS WAS REACHED AS FOLLOWS:
Timothy R. Schwertfeger
For 167,569,016 6,930,114
Withhold 2,442,755 178,786
------------------------------------------------------------------------------------------------------------------------------------
Total 170,011,771 7,108,900
====================================================================================================================================
Judith M. Stockdale
For 167,481,102 6,925,887
Withhold 2,530,669 183,013
------------------------------------------------------------------------------------------------------------------------------------
Total 170,011,771 7,108,900
====================================================================================================================================
Carole E. Stone
For 167,422,256 6,921,149
Withhold 2,589,515 187,751
------------------------------------------------------------------------------------------------------------------------------------
Total 170,011,771 7,108,900
====================================================================================================================================
TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR:
For 139,097,736 5,985,734
Against 1,412,670 47,152
Abstain 2,290,135 76,064
------------------------------------------------------------------------------------------------------------------------------------
Total 142,800,541 6,108,950
====================================================================================================================================
12
Report of
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
THE BOARD OF DIRECTORS AND SHAREHOLDERS
NUVEEN MUNICIPAL VALUE FUND, INC.
NUVEEN MUNICIPAL INCOME FUND, INC.
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of Nuveen Municipal Value Fund, Inc. and Nuveen
Municipal Income Fund, Inc. (the "Funds") as of October 31, 2007, and the
related statements of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended. These
financial statements and financial highlights are the responsibility of the
Funds' management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Funds' internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Funds' internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of October 31, 2007, by correspondence with the custodian
and brokers or by other appropriate auditing procedures where replies from
brokers were not received. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of
Nuveen Municipal Value Fund, Inc. and Nuveen Municipal Income Fund, Inc. at
October 31, 2007, the results of their operations for the year then ended,
changes in their net assets for each of the two years in the period then ended,
and the financial highlights for each of the five years in the period then ended
in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Chicago, Illinois
December 20, 2007
13
NUV
Nuveen Municipal Value Fund, Inc.
Portfolio of INVESTMENTS
October 31, 2007
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
ALABAMA - 1.0%
$ 875 Alabama Housing Finance Authority, Collateralized Home Mortgage 4/08 at 102.00 Aaa $ 878,273
Program Single Family Mortgage Revenue Bonds, Series 1998A-2,
5.450%, 10/01/28 (Alternative Minimum Tax)
5,000 Courtland Industrial Development Board, Alabama, Solid Waste 11/09 at 101.00 Baa3 5,181,500
Disposal Revenue Bonds, Champion International Paper
Corporation, Series 1999A, 6.700%, 11/01/29 (Alternative
Minimum Tax)
1,750 Huntsville Healthcare Authority, Alabama, Revenue Bonds, 6/11 at 101.00 A2 (4) 1,894,760
Series 2001A, 5.750%, 6/01/31 (Pre-refunded 6/01/11)
12,000 Jefferson County, Alabama, Sewer Revenue Capital Improvement 2/09 at 101.00 AAA 12,398,280
Warrants, Series 1999A, 5.375%, 2/01/36 (Pre-refunded 2/01/09) -
FGIC Insured
------------------------------------------------------------------------------------------------------------------------------------
19,625 Total Alabama 20,352,813
------------------------------------------------------------------------------------------------------------------------------------
ALASKA - 0.5%
3,335 Alaska Housing Finance Corporation, General Housing Purpose 12/14 at 100.00 AAA 3,440,153
Bonds, Series 2005A, 5.000%, 12/01/30 - FGIC Insured
3,000 Anchorage, Alaska, General Obligation Bonds, Series 2003B, 9/13 at 100.00 AAA 3,224,790
5.000%, 9/01/23 (Pre-refunded 9/01/13) - FGIC Insured
2,365 Northern Tobacco Securitization Corporation, Alaska, Tobacco 6/10 at 100.00 AAA 2,466,246
Settlement Asset-Backed Bonds, Series 2000, 6.200%, 6/01/22
(Pre-refunded 6/01/10)
------------------------------------------------------------------------------------------------------------------------------------
8,700 Total Alaska 9,131,189
------------------------------------------------------------------------------------------------------------------------------------
ARIZONA - 1.5%
13,100 Arizona Health Facilities Authority, Hospital Revenue Bonds, 7/10 at 101.00 A (4) 14,253,979
Catholic Healthcare West, Series 1999A, 6.625%, 7/01/20
(Pre-refunded 7/01/10)
4,900 Arizona Health Facilities Authority, Hospital System Revenue 11/09 at 100.00 Baa3 (4) 5,166,315
Bonds, Phoenix Children's Hospital, Series 1999A, 6.250%, 11/15/29
(Pre-refunded 11/15/09)
1,400 Arizona Health Facilities Authority, Hospital System Revenue 2/12 at 101.00 Baa3 (4) 1,561,406
Bonds, Phoenix Children's Hospital, Series 2002A,
6.250%, 2/15/21 (Pre-refunded 2/15/12)
3,000 Phoenix Industrial Development Authority, Arizona, GNMA 4/15 at 100.00 Aaa 2,938,440
Collateralized Multifamily Housing Revenue Bonds, Park Lee
Apartments, Series 2004A, 5.050%, 10/20/44 (Alternative
Minimum Tax)
5,000 Salt Verde Financial Corporation, Arizona, Senior Gas Revenue No Opt. Call Aa1 4,793,550
Bonds, Series 2007, 5.000%, 12/01/37
------------------------------------------------------------------------------------------------------------------------------------
27,400 Total Arizona 28,713,690
------------------------------------------------------------------------------------------------------------------------------------
ARKANSAS - 0.6%
10,460 Cabot School District 4, Lonoke County, Arkansas, General 8/08 at 100.00 Aaa 10,533,534
Obligation Refunding Bonds, Series 2003, 5.000%, 2/01/32 -
AMBAC Insured
2,000 University of Arkansas, Fayetteville, Various Facilities Revenue 12/12 at 100.00 Aaa 2,050,840
Bonds, Series 2002, 5.000%, 12/01/32 - FGIC Insured
------------------------------------------------------------------------------------------------------------------------------------
12,460 Total Arkansas 12,584,374
------------------------------------------------------------------------------------------------------------------------------------
14
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA - 10.1%
California Department of Water Resources, Power Supply Revenue
Bonds, Series 2002A:
$ 10,000 5.125%, 5/01/19 (Pre-refunded 5/01/12) 5/12 at 101.00 Aaa $ 10,784,900
10,000 5.250%, 5/01/20 (Pre-refunded 5/01/12) 5/12 at 101.00 Aaa 10,836,600
7,310 California Educational Facilities Authority, Revenue Bonds, 10/09 at 39.19 Aaa 2,680,869
Loyola Marymount University, Series 2000, 0.000%, 10/01/24
(Pre-refunded 10/01/09) - MBIA Insured
6,000 California Health Facilities Financing Authority, Revenue Bonds, 4/16 at 100.00 A+ 6,005,880
Kaiser Permanante System, Series 2006, 5.000%, 4/01/37
6,830 California Infrastructure Economic Development Bank, Revenue 10/11 at 101.00 A- 6,930,060
Bonds, J. David Gladstone Institutes, Series 2001,
5.250%, 10/01/34
1,500 California Pollution Control Financing Authority, Revenue Bonds, 6/17 at 100.00 AAA 1,503,375
Pacific Gas and Electric Company, Series 2004C,
4.750%, 12/01/23 - FGIC Insured (Alternative Minimum Tax)
5,330 California State, Variable Purpose General Obligation Bonds, 6/17 at 100.00 A+ 5,554,340
Series 2007, Lehman Municipal Trust Receipts FC5,
7.690%, 6/01/37 (IF)
13,695 California Statewide Community Development Authority, 4/09 at 101.00 BBB 13,935,621
Certificates of Participation, Internext Group, Series 1999,
5.375%, 4/01/17
California, General Obligation Bonds, Series 2003:
14,600 5.250%, 2/01/28 8/13 at 100.00 A+ 15,264,884
11,250 5.000%, 2/01/33 8/13 at 100.00 A+ 11,363,850
7,500 California, General Obligation Bonds, Series 2004, 2/14 at 100.00 A+ (4) 8,128,425
5.000%, 2/01/33 (Pre-refunded 2/01/14)
3,000 Capistrano Unified School District, Orange County, California, 9/09 at 102.00 N/R (4) 3,179,130
Special Tax Bonds, Community Facilities District 98-2 - Ladera,
Series 1999, 5.750%, 9/01/29 (Pre-refunded 9/01/09)
5,000 Coast Community College District, Orange County, California, 8/18 at 100.00 AAA 3,864,200
General Obligation Bonds, Series 2006C, 0.000%, 8/01/32 -
FSA Insured
30,000 Foothill/Eastern Transportation Corridor Agency, California, No Opt. Call AAA 16,015,200
Toll Road Revenue Bonds, Series 1995A, 0.000%, 1/01/22 (ETM)
21,150 Golden State Tobacco Securitization Corporation, California, 6/13 at 100.00 AAA 22,640,441
Enhanced Tobacco Settlement Asset-Backed Bonds,
Series 2003B, 5.000%, 6/01/38 (Pre-refunded 6/01/13) -
AMBAC Insured
Golden State Tobacco Securitization Corporation, California,
Enhanced Tobacco Settlement Asset-Backed Bonds,
Series 2007A-1:
5,000 5.000%, 6/01/33 6/17 at 100.00 BBB 4,454,600
1,500 5.125%, 6/01/47 6/17 at 100.00 BBB 1,319,520
3,540 Golden State Tobacco Securitization Corporation, California, 6/13 at 100.00 AAA 4,100,311
Tobacco Settlement Asset-Backed Bonds, Series 2003A-1,
6.750%, 6/01/39 (Pre-refunded 6/01/13)
Golden State Tobacco Securitization Corporation, California,
Tobacco Settlement Asset-Backed Revenue Bonds, Series 2005A:
5,000 5.000%, 6/01/38 - FGIC Insured 6/15 at 100.00 AAA 5,105,750
2,000 5.000%, 6/01/45 6/15 at 100.00 A 2,006,800
9,000 Los Angeles Department of Water and Power, California, 7/11 at 100.00 AA 9,152,640
Waterworks Revenue Refunding Bonds, Series 2001A,
5.125%, 7/01/41
4,000 Los Angeles Regional Airports Improvement Corporation, 12/12 at 102.00 B 4,348,760
California, Sublease Revenue Bonds, Los Angeles International
Airport, American Airlines Inc. Terminal 4 Project, Series 2002C,
7.500%, 12/01/24 (Alternative Minimum Tax)
Merced Union High School District, Merced County, California,
General Obligation Bonds, Series 1999A:
2,500 0.000%, 8/01/23 - FGIC Insured No Opt. Call AAA 1,223,275
2,555 0.000%, 8/01/24 - FGIC Insured No Opt. Call AAA 1,186,925
15
NUV
Nuveen Municipal Value Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA (continued)
$ 2,365 Montebello Unified School District, Los Angeles County, No Opt. Call AAA $ 939,402
California, General Obligation Bonds, Series 2004,
0.000%, 8/01/27 - FGIC Insured
8,000 Rancho Mirage Joint Powers Financing Authority, California, 7/14 at 100.00 A3 (3) 8,974,800
Revenue Bonds, Eisenhower Medical Center, Series 2004,
5.625%, 7/01/34 (Pre-refunded 7/01/14)
5,055 Riverside Public Financing Authority, California, Tax Allocation 8/17 at 100.00 AAA 5,460,259
Revenue Bonds, University Corridor Sycamore, Series 2007A,
Residuals 07-1029, 7.588%, 8/01/37 - MBIA Insured (IF)
San Bruno Park School District, San Mateo County, California,
General Obligation Bonds, Series 2000B:
2,575 0.000%, 8/01/24 - FGIC Insured No Opt. Call AAA 1,196,216
2,660 0.000%, 8/01/25 - FGIC Insured No Opt. Call AAA 1,174,284
7,300 San Diego County, California, Certificates of Participation, 9/09 at 101.00 Baa3 (4) 7,728,948
Burnham Institute, Series 1999, 6.250%, 9/01/29
(Pre-refunded 9/01/09)
1,699 Yuba County Water Agency, California, Yuba River Development 3/08 at 100.00 Baa3 1,695,942
Revenue Bonds, Pacific Gas and Electric Company, Series 1966A,
4.000%, 3/01/16
------------------------------------------------------------------------------------------------------------------------------------
217,914 Total California 198,756,207
------------------------------------------------------------------------------------------------------------------------------------
COLORADO - 3.5%
5,000 Arkansas River Power Authority, Colorado, Power Revenue 10/16 at 100.00 AAA 5,229,750
Bonds, Series 2006, 5.250%, 10/01/40 - XLCA Insured
1,800 Colorado Educational and Cultural Facilities Authority, 8/11 at 100.00 AAA 2,057,076
Charter School Revenue Bonds, Peak-to-Peak Charter School,
Series 2001, 7.625%, 8/15/31 (Pre-refunded 8/15/11)
2,100 Colorado Health Facilities Authority, Revenue Bonds, Catholic 3/12 at 100.00 AA (4) 2,233,518
Health Initiatives, Series 2002A, 5.500%, 3/01/32 (ETM)
5,000 Colorado Health Facilities Authority, Revenue Bonds, Catholic 9/16 at 100.00 AA 4,672,000
Health Initiatives, Series 2006A, 4.500%, 9/01/38
250 Colorado Health Facilities Authority, Revenue Bonds, Sisters 1/08 at 100.00 AA 250,233
of Charity Healthcare Systems Inc., Series 1994,
5.250%, 5/15/14
500 Colorado Health Facilities Authority, Revenue Bonds, Vail Valley 1/12 at 100.00 BBB 513,545
Medical Center, Series 2001, 5.750%, 1/15/22
18,915 Denver, Colorado, Airport System Revenue Refunding Bonds, 11/13 at 100.00 AAA 19,335,670
Series 2003B, 5.000%, 11/15/33 - XLCA Insured
5,000 E-470 Public Highway Authority, Colorado, Senior Revenue 9/10 at 102.00 AAA 5,393,850
Bonds, Series 2000A, 5.750%, 9/01/35 (Pre-refunded 9/01/10) -
MBIA Insured
16,500 E-470 Public Highway Authority, Colorado, Senior Revenue No Opt. Call AAA 4,983,000
Bonds, Series 2000B, 0.000%, 9/01/32 - MBIA Insured
39,700 E-470 Public Highway Authority, Colorado, Senior Revenue Bonds, 9/10 at 31.42 AAA 11,242,643
Series 2000B, 0.000%, 9/01/28 (Pre-refunded 9/01/10) -
MBIA Insured
10,000 E-470 Public Highway Authority, Colorado, Toll Revenue Bonds, 9/20 at 41.72 AAA 2,202,600
Series 2004B, 0.000%, 3/01/36 - MBIA Insured
12,500 E-470 Public Highway Authority, Colorado, Toll Revenue Bonds, 9/26 at 54.77 AAA 2,676,375
Series 2006A, 0.000%, 9/01/38 - MBIA Insured
1,450 Northwest Parkway Public Highway Authority, Colorado, Revenue 6/11 at 102.00 AAA 1,562,796
Bonds, Senior Series 2001A, 5.500%, 6/15/19 - AMBAC Insured
7,000 Northwest Parkway Public Highway Authority, Colorado, Revenue 6/16 at 100.00 AAA 6,508,740
Bonds, Senior Series 2001C, 0.000%, 6/15/21 - AMBAC Insured
------------------------------------------------------------------------------------------------------------------------------------
125,715 Total Colorado 68,861,796
------------------------------------------------------------------------------------------------------------------------------------
16
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
DISTRICT OF COLUMBIA - 2.4%
$ 36,830 Washington Convention Center Authority, District of Columbia, 10/08 at 100.00 AAA $ 37,265,699
Senior Lien Dedicated Tax Revenue Bonds, Series 1998,
4.750%, 10/01/28 (Pre-refunded 10/01/08) - AMBAC Insured
10,000 Washington Convention Center Authority, District of Columbia, 10/16 at 100.00 AAA 9,741,400
Senior Lien Dedicated Tax Revenue Bonds, Series 2007A,
4.500%, 10/01/30 - AMBAC Insured
------------------------------------------------------------------------------------------------------------------------------------
46,830 Total District of Columbia 47,007,099
------------------------------------------------------------------------------------------------------------------------------------
FLORIDA - 3.6%
4,000 Escambia County Health Facilities Authority, Florida, Revenue 11/12 at 101.00 AA 4,224,520
Bonds, Ascension Health Credit Group, Series 2002C,
5.750%, 11/15/32
10,000 Florida State Board of Education, Public Education Capital 6/15 at 101.00 AAA 9,678,700
Outlay Bonds, Series 2005E, 4.500%, 6/01/35
1,750 Hillsborough County Industrial Development Authority, Florida, 10/16 at 100.00 A3 1,763,545
Hospital Revenue Bonds, Tampa General Hospital, Series 2006,
5.250%, 10/01/41
10,690 Jacksonville, Florida, Better Jacksonville Sales Tax Revenue 10/11 at 100.00 AAA 10,862,323
Bonds, Series 2001, 5.000%, 10/01/30 - AMBAC Insured
3,000 JEA, Florida, Electric System Revenue Bonds, Series 2006-3A, 4/15 at 100.00 AAA 3,088,260
5.000%, 10/01/41 - FSA Insured
4,880 Lee County, Florida, Airport Revenue Bonds, Series 2000A, 10/10 at 101.00 AAA 5,179,046
6.000%, 10/01/32 - FSA Insured (Alternative Minimum Tax)
5,000 Marion County Hospital District, Florida, Revenue Bonds, 10/17 at 100.00 A2 4,948,700
Munroe Regional Medical Center, Series 2007, 5.000%, 10/01/34
4,895 Orange County Health Facilities Authority, Florida, Hospital 10/09 at 101.00 A 5,056,241
Revenue Bonds, Orlando Regional Healthcare System,
Series 1999E, 6.000%, 10/01/26
105 Orange County Health Facilities Authority, Florida, Hospital 10/09 at 101.00 A (4) 110,774
Revenue Bonds, Orlando Regional Healthcare System,
Series 1999E, 6.000%, 10/01/26 (Pre-refunded 10/01/09)
8,250 Orange County School Board, Florida, Certificates of 8/12 at 100.00 AAA 8,418,795
Participation, Series 2002A, 5.000%, 8/01/27 - MBIA Insured
2,500 Seminole Tribe of Florida, Special Obligation Bonds, 10/17 at 100.00 BBB 2,479,450
Series 2007A, 5.250%, 10/01/27
14,730 South Miami Health Facilities Authority, Florida, Hospital 8/17 at 100.00 AA- 14,644,713
Revenue, Baptist Health System Obligation Group, Series 2007,
5.000%, 8/15/42 (UB)
------------------------------------------------------------------------------------------------------------------------------------
69,800 Total Florida 70,455,067
------------------------------------------------------------------------------------------------------------------------------------
GEORGIA - 1.0%
10,240 Atlanta, Georgia, Water and Wastewater Revenue Bonds, 5/09 at 101.00 AAA 10,326,630
Series 1999A, 5.000%, 11/01/38 - FGIC Insured
2,500 Atlanta, Georgia, Water and Wastewater Revenue Bonds, 5/12 at 100.00 AAA 2,546,025
Series 2001A, 5.000%, 11/01/33 - MBIA Insured
4,000 Augusta, Georgia, Water and Sewerage Revenue Bonds, 10/14 at 100.00 AAA 4,179,120
Series 2004, 5.250%, 10/01/39 - FSA Insured
2,250 Royston Hospital Authority, Georgia, Revenue Anticipation 7/09 at 102.00 N/R 2,310,818
Certificates, Ty Cobb Healthcare System Inc., Series 1999,
6.500%, 7/01/27
------------------------------------------------------------------------------------------------------------------------------------
18,990 Total Georgia 19,362,593
------------------------------------------------------------------------------------------------------------------------------------
HAWAII - 1.1%
7,500 Hawaii, General Obligation Bonds, Series 2003DA, 9/13 at 100.00 AAA 7,999,125
5.250%, 9/01/23 - MBIA Insured
12,325 Honolulu City and County, Hawaii, General Obligation Bonds, 3/13 at 100.00 AAA 13,009,161
Series 2003A, 5.250%, 3/01/28 - MBIA Insured
------------------------------------------------------------------------------------------------------------------------------------
19,825 Total Hawaii 21,008,286
------------------------------------------------------------------------------------------------------------------------------------
17
NUV
Nuveen Municipal Value Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
ILLINOIS - 11.5%
$ 2,060 Aurora, Illinois, Golf Course Revenue Bonds, Series 2000, 1/10 at 100.00 A+ $ 2,144,563
6.375%, 1/01/20
2,425 Chicago Board of Education, Illinois, Unlimited Tax General 12/07 at 102.00 AAA 2,476,459
Obligation Bonds, Dedicated Tax Revenues, Series 1997A,
5.250%, 12/01/22 (Pre-refunded 12/01/07) - AMBAC Insured
15,000 Chicago Board of Education, Illinois, Unlimited Tax General No Opt. Call AAA 6,862,800
Obligation Bonds, Dedicated Tax Revenues, Series 1998B-1,
0.000%, 12/01/24 - FGIC Insured
1,125 Chicago Greater Metropolitan Sanitary District, Illinois, No Opt. Call Aaa 1,201,163
General Obligation Capital Improvement Bonds, Series 1991,
7.000%, 1/01/11 (ETM)
5,000 Chicago Housing Authority, Illinois, Revenue Bonds, Capital Fund 7/12 at 100.00 Aaa 5,394,600
Program, Series 2001, 5.375%, 7/01/18 (Pre-refunded 7/01/12)
285 Chicago, Illinois, General Obligation Bonds, Series 2002A, 7/12 at 100.00 AAA 304,146
5.625%, 1/01/39 - AMBAC Insured
9,715 Chicago, Illinois, General Obligation Bonds, Series 2002A, 7/12 at 100.00 AAA 10,585,270
5.625%, 1/01/39 (Pre-refunded 7/01/12) - AMBAC Insured
2,575 Chicago, Illinois, Second Lien Passenger Facility Charge Revenue 1/11 at 101.00 AAA 2,610,484
Bonds, O'Hare International Airport, Series 2001C,
5.100%, 1/01/26 - AMBAC Insured (Alternative Minimum Tax)
3,020 Cook County High School District 209, Proviso Township, Illinois, 12/16 at 100.00 AAA 3,165,745
General Obligation Bonds, Series 2004, 0.000%, 12/01/19 -
FSA Insured
385 DuPage County Community School District 200, Wheaton, Illinois, 11/13 at 100.00 Aaa 411,823
General Obligation Bonds, Series 2003B, 5.250%, 11/01/20 -
FSA Insured
1,615 DuPage County Community School District 200, Wheaton, Illinois, 11/13 at 100.00 Aaa 1,760,835
General Obligation Bonds, Series 2003B, 5.250%, 11/01/20
(Pre-refunded 11/01/13) - FSA Insured
5,000 Illinois Development Finance Authority, Gas Supply Revenue 11/13 at 101.00 AAA 5,062,100
Bonds, Peoples Gas, Light and Coke Company, Series 2003E,
4.875%, 11/01/38 (Mandatory put 11/01/18) - AMBAC Insured
(Alternative Minimum Tax)
28,030 Illinois Development Finance Authority, Local Government No Opt. Call Aaa 17,316,093
Program Revenue Bonds, Kane, Cook and DuPage Counties
School District U46 - Elgin, Series 2002, 0.000%, 1/01/19 -
FSA Insured
1,800 Illinois Development Finance Authority, Local Government No Opt. Call Aaa 1,105,560
Program Revenue Bonds, Winnebago and Boone Counties
School District 205 - Rockford, Series 2000, 0.000%, 2/01/19 -
FSA Insured
3,180 Illinois Development Finance Authority, Revenue Bonds, 12/12 at 100.00 BBB (4) 3,567,388
Chicago Charter School Foundation, Series 2002A,
6.250%, 12/01/32 (Pre-refunded 12/01/12)
1,450 Illinois Development Finance Authority, Revenue Bonds, 9/11 at 100.00 AAA 1,495,762
Illinois Wesleyan University, Series 2001, 5.125%, 9/01/35 -
AMBAC Insured
6,550 Illinois Development Finance Authority, Revenue Bonds, 9/11 at 100.00 Aaa 6,929,638
Illinois Wesleyan University, Series 2001, 5.125%, 9/01/35
(Pre-refunded 9/01/11) - AMBAC Insured
5,000 Illinois Finance Authority, Revenue Bonds, Northwestern 8/14 at 100.00 AA+ 5,242,850
Memorial Hospital, Series 2004A, 5.500%, 8/15/43
3,975 Illinois Finance Authority, Revenue Bonds, Sherman Health 8/17 at 100.00 A- 3,991,019
Systems, Series 2007A, 5.500%, 8/01/37
3,530 Illinois Finance Authority, Revenue Bonds, University of Chicago, 7/17 at 100.00 AA 3,591,210
Series 2007, Trust 73TP, 7.568%, 7/01/46 (IF)
15,000 Illinois Health Facilities Authority, Revenue Bonds, Condell 5/10 at 101.00 Baa2 15,642,150
Medical Center, Series 2000, 6.500%, 5/15/30
15,000 Illinois Health Facilities Authority, Revenue Bonds, Edward 2/11 at 101.00 AAA 15,925,050
Hospital Obligated Group, Series 2001B, 5.250%, 2/15/34
(Pre-refunded 2/15/11) - FSA Insured
8,145 Illinois Health Facilities Authority, Revenue Bonds, Sherman 2/08 at 101.00 AAA 8,231,744
Health Systems, Series 1997, 5.250%, 8/01/22 -
AMBAC Insured
18
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
ILLINOIS (continued)
$ 4,350 Illinois Health Facilities Authority, Revenue Bonds, No Opt. Call A (4) $ 5,123,343
South Suburban Hospital, Series 1992, 7.000%, 2/15/18 (ETM)
5,000 Illinois Sports Facility Authority, State Tax Supported Bonds, 6/15 at 101.00 AAA 4,706,650
Series 2001, 0.000%, 6/15/30 - AMBAC Insured
Metropolitan Pier and Exposition Authority, Illinois, Revenue
Bonds, McCormick Place Expansion Project, Series 1992A:
18,955 0.000%, 6/15/17 - FGIC Insured No Opt. Call AAA 12,676,725
12,830 0.000%, 6/15/18 - FGIC Insured No Opt. Call AAA 8,160,906
Metropolitan Pier and Exposition Authority, Illinois, Revenue
Bonds, McCormick Place Expansion Project, Series 1994B:
7,250 0.000%, 6/15/18 - MBIA Insured No Opt. Call AAA 4,611,580
3,385 0.000%, 6/15/21 - MBIA Insured No Opt. Call AAA 1,843,776
5,190 0.000%, 6/15/28 - MBIA Insured No Opt. Call AAA 1,983,099
11,610 0.000%, 6/15/29 - FGIC Insured No Opt. Call AAA 4,216,172
Metropolitan Pier and Exposition Authority, Illinois, Revenue
Bonds, McCormick Place Expansion Project, Series 2002A:
10,000 0.000%, 6/15/24 - MBIA Insured 6/22 at 101.00 AAA 6,793,800
21,375 0.000%, 6/15/34 - MBIA Insured No Opt. Call AAA 5,999,321
21,000 0.000%, 12/15/35 - MBIA Insured No Opt. Call AAA 5,471,760
21,070 0.000%, 6/15/36 - MBIA Insured No Opt. Call AAA 5,360,419
22,945 0.000%, 6/15/39 - MBIA Insured No Opt. Call AAA 5,026,102
8,460 5.250%, 6/15/42 - MBIA Insured 6/12 at 101.00 AAA 8,788,671
Metropolitan Pier and Exposition Authority, Illinois, Revenue
Refunding Bonds, McCormick Place Expansion Project,
Series 1996A:
16,550 0.000%, 12/15/21 - MBIA Insured No Opt. Call AAA 8,815,852
1,650 5.250%, 6/15/27 - AMBAC Insured 12/07 at 101.00 AAA 1,662,062
Metropolitan Pier and Exposition Authority, Illinois, Revenue
Refunding Bonds, McCormick Place Expansion Project,
Series 2002B:
3,775 0.000%, 6/15/20 - MBIA Insured 6/17 at 101.00 AAA 3,249,294
5,715 0.000%, 6/15/21 - MBIA Insured 6/17 at 101.00 AAA 4,933,817
1,000 Round Lake, Lake County, Illinois, Special Tax Bonds, Lakewood 3/17 at 100.00 AAA 993,050
Grove Special Service Area 4, Series 2007, 4.700%, 3/01/33 -
AGC Insured
865 Tri-City Regional Port District, Illinois, Port and Terminal No Opt. Call N/R 851,004
Facilities Revenue Refunding Bonds, Delivery Network Project,
Series 2003A, 4.900%, 7/01/14 (Alternative Minimum Tax)
255 Tri-City Regional Port District, Illinois, Port and Terminal No Opt. Call N/R 255,918
Facilities Revenue Refunding Bonds, Dock 2 Enhancement Project,
Series 1998B, 5.875%, 7/01/08 (Alternative Minimum Tax)
1,575 Will County Community School District 161, Summit Hill, Illinois, No Opt. Call Aaa 1,020,945
Capital Appreciation School Bonds, Series 1999,
0.000%, 1/01/18 - FGIC Insured
720 Will County Community School District 161, Summit Hill, Illinois, No Opt. Call Aaa 467,179
Capital Appreciation School Bonds, Series 1999, 0.000%, 1/01/18 -
FGIC Insured (ETM)
------------------------------------------------------------------------------------------------------------------------------------
345,390 Total Illinois 228,029,897
------------------------------------------------------------------------------------------------------------------------------------
INDIANA - 4.0%
10,000 Indiana Bond Bank, State Revolving Fund Program Bonds, 2/13 at 101.00 AAA 10,792,500
Series 2001A, 5.375%, 2/01/19
2,000 Indiana Health Facility Financing Authority, Hospital Revenue 3/14 at 100.00 AAA 2,088,100
Bonds, Deaconess Hospital Inc., Series 2004A, 5.375%, 3/01/34 -
AMBAC Insured
Indiana Health Facility Financing Authority, Hospital Revenue Bonds,
Sisters of St. Francis Health Services Inc., Series 1997A:
595 5.125%, 11/01/17 (Pre-refunded 11/01/07) - MBIA Insured 11/07 at 102.00 AAA 606,900
7,345 5.375%, 11/01/27 (Pre-refunded 11/01/07) - MBIA Insured 11/07 at 102.00 AAA 7,491,900
19
NUV
Nuveen Municipal Value Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
INDIANA (continued)
$ 4,450 Indiana Municipal Power Agency, Power Supply Revenue Bonds, 1/17 at 100.00 AAA $ 4,559,871
Series 2007A, 5.000%, 1/01/42 - MBIA Insured
20,000 Indiana Transportation Finance Authority, Highway Revenue Bonds, 6/13 at 100.00 AAA 21,440,800
Series 2003A, 5.000%, 6/01/28 (Pre-refunded 6/01/13) -
FSA Insured
Indianapolis Local Public Improvement Bond Bank, Indiana,
Series 1999E:
12,500 0.000%, 2/01/21 - AMBAC Insured No Opt. Call AAA 6,949,625
14,595 0.000%, 2/01/27 - AMBAC Insured No Opt. Call AAA 5,934,327
5,000 Mooresville School Building Corporation, Morgan County, Indiana, 1/09 at 102.00 AAA 5,179,800
First Mortgage Bonds, Series 1998, 5.000%, 7/15/15 -
FSA Insured
13,100 Noblesville, Indiana, Revenue Bonds, Catholic High School 7/13 at 101.00 N/R 13,123,973
Corporation, Series 2003, 5.750%, 7/01/22
------------------------------------------------------------------------------------------------------------------------------------
89,585 Total Indiana 78,167,796
------------------------------------------------------------------------------------------------------------------------------------
IOWA - 0.9%
3,500 Iowa Higher Education Loan Authority, Private College Facility 10/12 at 100.00 A (4) 3,796,275
Revenue Bonds, Wartburg College, Series 2002,
5.500%, 10/01/33 (Pre-refunded 10/01/12) - ACA Insured
7,000 Iowa Tobacco Settlement Authority, Asset Backed Settlement 6/15 at 100.00 BBB 6,611,780
Revenue Bonds, Series 2005C, 5.625%, 6/01/46
6,160 Iowa Tobacco Settlement Authority, Tobacco Settlement 6/11 at 101.00 AAA 6,634,443
Asset-Backed Revenue Bonds, Series 2001B, 5.600%, 6/01/35
(Pre-refunded 6/01/11)
------------------------------------------------------------------------------------------------------------------------------------
16,660 Total Iowa 17,042,498
------------------------------------------------------------------------------------------------------------------------------------
KANSAS - 0.5%
10,000 Kansas Department of Transportation, Highway Revenue Bonds, 3/14 at 100.00 AAA 10,512,900
Series 2004A, 5.000%, 3/01/22
------------------------------------------------------------------------------------------------------------------------------------
KENTUCKY - 0.1%
1,175 Greater Kentucky Housing Assistance Corporation, FHA-Insured 1/08 at 100.00 AAA 1,176,222
Section 8 Mortgage Revenue Refunding Bonds, Series 1997A,
6.100%, 1/01/24 - MBIA Insured
------------------------------------------------------------------------------------------------------------------------------------
LOUISIANA - 2.0%
1,000 East Baton Rouge Parish, Louisiana, Revenue Refunding Bonds, 3/08 at 102.00 B2 977,080
Georgia Pacific Corporation Project, Series 1998,
5.350%, 9/01/11 (Alternative Minimum Tax)
5,150 Louisiana Public Facilities Authority, Hospital Revenue Bonds, 8/15 at 100.00 A+ 5,240,125
Franciscan Missionaries of Our Lady Health System,
Series 2005A, 5.250%, 8/15/32
10,210 Louisiana Public Facilities Authority, Hospital Revenue Refunding 11/07 at 100.00 AAA 11,244,171
Bonds, Southern Baptist Hospital, Series 1986,
8.000%, 5/15/12 (ETM)
21,155 Tobacco Settlement Financing Corporation, Louisiana, Tobacco 5/11 at 101.00 BBB 21,162,616
Settlement Asset-Backed Bonds, Series 2001B, 5.875%, 5/15/39
------------------------------------------------------------------------------------------------------------------------------------
37,515 Total Louisiana 38,623,992
------------------------------------------------------------------------------------------------------------------------------------
MARYLAND - 0.4%
3,500 Maryland Energy Financing Administration, Revenue Bonds, 1/08 at 100.00 N/R 3,509,135
AES Warrior Run Project, Series 1995, 7.400%, 9/01/19
(Alternative Minimum Tax)
4,600 Maryland Health and Higher Educational Facilities Authority, 8/14 at 100.00 A3 4,705,432
Revenue Bonds, MedStar Health, Series 2004, 5.500%, 8/15/33
------------------------------------------------------------------------------------------------------------------------------------
8,100 Total Maryland 8,214,567
------------------------------------------------------------------------------------------------------------------------------------
20
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS - 3.7%
$ 10,000 Massachusetts Bay Transportation Authority, Senior Sales Tax 7/12 at 100.00 AAA $ 10,633,600
Revenue Refunding Bonds, Series 2002A, 5.000%, 7/01/32
(Pre-refunded 7/01/12)
1,720 Massachusetts Development Finance Agency, Resource Recovery 12/08 at 102.00 BBB 1,743,650
Revenue Bonds, Ogden Haverhill Associates, Series 1998B,
5.100%, 12/01/12 (Alternative Minimum Tax)
4,340 Massachusetts Health and Educational Facilities Authority, 11/11 at 101.00 AA 4,368,904
Revenue Bonds, Cape Cod Health Care Inc., Series 2001C,
5.250%, 11/15/31 - RAAI Insured
Massachusetts Health and Educational Facilities Authority, Revenue
Bonds, Northern Berkshire Community Services Inc., Series 2004B:
1,340 6.250%, 7/01/24 7/14 at 100.00 BB- 1,389,285
1,000 6.375%, 7/01/34 7/14 at 100.00 BB- 1,041,970
Massachusetts Turnpike Authority, Metropolitan Highway System
Revenue Bonds, Senior Series 1997A:
10,000 5.000%, 1/01/27 - MBIA Insured 1/09 at 100.00 AAA 10,097,500
22,440 5.000%, 1/01/37 - MBIA Insured 1/08 at 101.00 AAA 22,563,420
8,000 Massachusetts Turnpike Authority, Metropolitan Highway System 1/08 at 101.00 AAA 8,102,960
Revenue Bonds, Subordinate Series 1997B, 5.125%, 1/01/37 -
MBIA Insured
7,405 Massachusetts Turnpike Authority, Metropolitan Highway System 1/09 at 101.00 AAA 7,462,685
Revenue Bonds, Subordinate Series 1999A, 5.000%, 1/01/39 -
AMBAC Insured
1,750 Massachusetts Water Pollution Abatement Trust, Pooled Loan 8/10 at 101.00 AAA 1,858,325
Program Bonds, Series 6, 5.500%, 8/01/30 (Pre-refunded 8/01/10)
4,250 Massachusetts Water Pollution Abatement Trust, Pooled Loan 8/10 at 101.00 AAA 4,457,740
Program Bonds, Series 6, 5.500%, 8/01/30
------------------------------------------------------------------------------------------------------------------------------------
72,245 Total Massachusetts 73,720,039
------------------------------------------------------------------------------------------------------------------------------------
MICHIGAN - 4.4%
10,245 Detroit Local Development Finance Authority, Michigan, 5/09 at 101.00 BB- 10,211,192
Tax Increment Bonds, Series 1998A, 5.500%, 5/01/21
5,000 Detroit Water Supply System, Michigan, Water Supply System 7/16 at 100.00 AAA 4,956,100
Revenue Bonds, Series 2006D, 4.625%, 7/01/32 - FSA Insured
14,000 Detroit, Michigan, Second Lien Sewerage Disposal System 7/15 at 100.00 AAA 14,380,240
Revenue Bonds, Series 2005A, 5.000%, 7/01/35 - MBIA Insured
5,240 Michigan Municipal Bond Authority, Clean Water Revolving Fund 10/12 at 100.00 AAA 5,574,050
Revenue Refunding Bonds, Series 2002, 5.250%, 10/01/19
Michigan Municipal Bond Authority, Public School Academy
Revenue Bonds, Detroit Academy of Arts and Sciences Charter
School, Series 2001A:
1,300 7.500%, 10/01/12 10/09 at 102.00 Ba1 1,353,963
5,000 7.900%, 10/01/21 10/09 at 102.00 Ba1 5,230,250
3,500 8.000%, 10/01/31 10/09 at 102.00 Ba1 3,653,195
22,235 Michigan State Hospital Finance Authority, Hospital Revenue 8/08 at 101.00 BB- 20,907,348
Bonds, Detroit Medical Center Obligated Group, Series 1998A,
5.250%, 8/15/28
Michigan State Hospital Finance Authority, Revenue Refunding
Bonds, Detroit Medical Center Obligated Group, Series 1993A:
1,000 6.250%, 8/15/13 2/08 at 100.00 BB- 1,000,240
12,925 6.500%, 8/15/18 2/08 at 100.00 BB- 12,929,524
7,200 Michigan Strategic Fund, Limited Obligation Resource Recovery 12/12 at 100.00 AAA 7,422,624
Revenue Refunding Bonds, Detroit Edison Company,
Series 2002D, 5.250%, 12/15/32 - XLCA Insured
------------------------------------------------------------------------------------------------------------------------------------
87,645 Total Michigan 87,618,726
------------------------------------------------------------------------------------------------------------------------------------
21
NUV
Nuveen Municipal Value Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
MINNESOTA - 0.2%
$ 1,750 Breckenridge, Minnesota, Revenue Bonds, Catholic Health 5/14 at 100.00 AA $ 1,772,750
Initiatives, Series 2004A, 5.000%, 5/01/30
390 Minnesota Housing Finance Agency, Rental Housing Bonds, 2/08 at 100.00 AAA 390,749
Series 1995D, 5.900%, 8/01/15 - MBIA Insured
340 Rochester, Minnesota, Healthcare Facilities Revenue Bonds, 5/08 at 101.00 AA 346,052
Mayo Foundation, Series 1998A, 5.500%, 11/15/27
2,000 Saint Paul Housing and Redevelopment Authority, Minnesota, 11/16 at 100.00 Baa1 1,975,180
Health Care Facilities Revenue Bonds, HealthPartners
Obligated Group, Series 2006, 5.250%, 5/15/36
------------------------------------------------------------------------------------------------------------------------------------
4,480 Total Minnesota 4,484,731
------------------------------------------------------------------------------------------------------------------------------------
MISSOURI - 2.9%
40,000 Missouri Health and Educational Facilities Authority, Revenue 5/13 at 100.00 AA 40,855,600
Bonds, BJC Health System, Series 2003, 5.250%, 5/15/32
6,000 Missouri-Illinois Metropolitan District Bi-State Development 10/13 at 100.00 AAA 6,160,380
Agency, Mass Transit Sales Tax Appropriation Bonds, Metrolink
Cross County Extension Project, Series 2002B, 5.000%,
10/01/32 - FSA Insured
4,000 Sugar Creek, Missouri, Industrial Development Revenue Bonds, 6/13 at 101.00 BBB 4,024,440
Lafarge North America Inc., Series 2003A, 5.650%, 6/01/37
(Alternative Minimum Tax)
West Plains Industrial Development Authority, Missouri, Hospital
Facilities Revenue Bonds, Ozark Medical Center, Series 1997:
1,750 5.500%, 11/15/12 11/07 at 101.00 BB 1,753,623
1,000 5.600%, 11/15/17 11/07 at 101.00 BB 1,000,540
3,075 West Plains Industrial Development Authority, Missouri, Hospital 11/09 at 101.00 BB 3,164,852
Facilities Revenue Bonds, Ozark Medical Center, Series 1999,
6.750%, 11/15/24
------------------------------------------------------------------------------------------------------------------------------------
55,825 Total Missouri 56,959,435
------------------------------------------------------------------------------------------------------------------------------------
MONTANA - 0.1%
3,750 Forsyth, Rosebud County, Montana, Pollution Control Revenue 3/13 at 101.00 AAA 3,846,900
Refunding Bonds, Puget Sound Energy, Series 2003A,
5.000%, 3/01/31 - AMBAC Insured
------------------------------------------------------------------------------------------------------------------------------------
NEVADA - 2.5%
2,500 Carson City, Nevada, Hospital Revenue Bonds, Carson-Tahoe 9/13 at 100.00 AA 2,504,200
Hospital, Series 2003A, 5.125%, 9/01/29 - RAAI Insured
Director of Nevada State Department of Business and Industry,
Revenue Bonds, Las Vegas Monorail Project, First Tier, Series 2000:
15,095 0.000%, 1/01/24 - AMBAC Insured No Opt. Call AAA 7,033,515
11,000 0.000%, 1/01/25 - AMBAC Insured No Opt. Call AAA 4,864,420
2,000 5.625%, 1/01/32 - AMBAC Insured 1/10 at 102.00 AAA 2,101,700
22,010 5.375%, 1/01/40 - AMBAC Insured 1/10 at 100.00 AAA 22,584,901
10,000 Reno, Nevada, Health Facilities Revenue Bonds, Catholic 7/17 at 100.00 A 10,196,800
Health Care West, Series 2007A, 5.250%, 7/01/31 (UB)
------------------------------------------------------------------------------------------------------------------------------------
62,605 Total Nevada 49,285,536
------------------------------------------------------------------------------------------------------------------------------------
NEW JERSEY - 5.7%
23,625 New Jersey Economic Development Authority, Special Facilities 9/09 at 101.00 B 23,905,429
Revenue Bonds, Continental Airlines Inc., Series 1999,
6.250%, 9/15/29 (Alternative Minimum Tax)
9,000 New Jersey Economic Development Authority, Special 11/10 at 101.00 B 9,337,950
Facilities Revenue Bonds, Continental Airlines Inc., Series 2000,
7.000%, 11/15/30 (Alternative Minimum Tax)
22
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
NEW JERSEY (continued)
$ 11,200 New Jersey Health Care Facilities Financing Authority, Revenue 7/10 at 101.00 BBB- (4) $ 12,409,824
Bonds, Trinitas Hospital Obligated Group, Series 2000,
7.500%, 7/01/30 (Pre-refunded 7/01/10)
7,500 New Jersey Transportation Trust Fund Authority, Transportation 6/13 at 100.00 AAA 8,237,175
System Bonds, Series 2003C, 5.500%, 6/15/24
(Pre-refunded 6/15/13)
New Jersey Transportation Trust Fund Authority, Transportation
System Bonds, Series 2006C:
30,000 0.000%, 12/15/31 - FGIC Insured No Opt. Call AAA 9,576,900
27,000 0.000%, 12/15/32 - FSA Insured No Opt. Call AAA 8,200,710
310 New Jersey Turnpike Authority, Revenue Bonds, Series 1991C, No Opt. Call AAA 356,621
6.500%, 1/01/16 - MBIA Insured
New Jersey Turnpike Authority, Revenue Bonds, Series 1991C:
105 6.500%, 1/01/16 - MBIA Insured (ETM) No Opt. Call AAA 121,111
1,490 6.500%, 1/01/16 - MBIA Insured (ETM) No Opt. Call AAA 1,718,626
27,185 Tobacco Settlement Financing Corporation, New Jersey, 6/12 at 100.00 AAA 30,066,610
Tobacco Settlement Asset-Backed Bonds, Series 2002,
6.125%, 6/01/42 (Pre-refunded 6/01/12)
7,165 Tobacco Settlement Financing Corporation, New Jersey, 6/13 at 100.00 AAA 8,115,437
Tobacco Settlement Asset-Backed Bonds, Series 2003,
6.250%, 6/01/43 (Pre-refunded 6/01/13)
------------------------------------------------------------------------------------------------------------------------------------
144,580 Total New Jersey 112,046,393
------------------------------------------------------------------------------------------------------------------------------------
NEW MEXICO - 0.6%
1,500 University of New Mexico, Revenue Refunding Bonds, No Opt. Call AA 1,734,705
Series 1992A, 6.000%, 6/01/21
9,600 University of New Mexico, Subordinate Lien Revenue 6/12 at 100.00 AA 9,794,400
Refunding and Improvement Bonds, Series 2002A,
5.000%, 6/01/32
------------------------------------------------------------------------------------------------------------------------------------
11,100 Total New Mexico 11,529,105
------------------------------------------------------------------------------------------------------------------------------------
NEW YORK - 11.1%
8,500 Dormitory Authority of the State of New York, FHA-Insured 2/14 at 100.00 AAA 8,792,060
Mortgage Revenue Bonds, Kaleida Health, Series 2004,
5.050%, 2/15/25
200 Dormitory Authority of the State of New York, Improvement 8/09 at 101.00 AA- 206,336
Revenue Bonds, Mental Health Services Facilities,
Series 1999D, 5.250%, 2/15/29
Dormitory Authority of the State of New York, Improvement
Revenue Bonds, Mental Health Services Facilities, Series 1999D:
245 5.250%, 2/15/29 (Pre-refunded 8/15/09) 8/09 at 101.00 N/R (4) 254,986
65 5.250%, 2/15/29 (Pre-refunded 8/15/09) 8/09 at 101.00 AA- (4) 67,649
6,490 5.250%, 2/15/29 (Pre-refunded 8/15/09) 8/09 at 101.00 AA- (4) 6,754,532
5,200 Dormitory Authority of the State of New York, New York City, 5/10 at 101.00 A+ (4) 5,575,804
Lease Revenue Bonds, Court Facilities, Series 1999,
6.000%, 5/15/39 (Pre-refunded 5/15/10)
2,500 Dormitory Authority of the State of New York, Revenue Bonds, 7/08 at 100.00 Baa1 2,512,075
Mount Sinai NYU Health Obligated Group, Series 2000A,
5.500%, 7/01/26
2,625 Dormitory Authority of the State of New York, Revenue Bonds, 7/08 at 100.00 Baa1 2,645,396
Mount Sinai NYU Health, Series 2000C, 5.500%, 7/01/26
1,760 Hudson Yards Infrastructure Corporation, New York, Revenue 2/17 at 100.00 AAA 1,680,395
Bonds, Series 2006A, 4.500%, 2/15/47 - MBIA Insured
11,000 Long Island Power Authority, New York, Electric System General 6/08 at 101.00 AAA 11,225,060
Revenue Bonds, Series 1998A, 5.250%, 12/01/26
(Pre-refunded 6/01/08) - MBIA Insured
15,500 Long Island Power Authority, New York, Electric System General 9/11 at 100.00 AAA 16,570,583
Revenue Bonds, Series 2001A, 5.375%, 9/01/25
(Pre-refunded 9/01/11)
2,000 Long Island Power Authority, New York, Electric System General 6/16 at 100.00 A- 2,053,980
Revenue Bonds, Series 2006B, 5.000%, 12/01/35
23
NUV
Nuveen Municipal Value Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
NEW YORK (continued)
$ 10,000 New York City Industrial Development Agency, New York, 8/12 at 101.00 B $ 11,197,300
Special Facilities Revenue Bonds, JFK Airport - American
Airlines Inc., Series 2002B, 8.500%, 8/01/28
(Alternative Minimum Tax)
5,500 New York City Municipal Water Finance Authority, New York, 12/14 at 100.00 AAA 5,667,420
Water and Sewerage System Revenue Bonds, Fiscal
Series 2005B, 5.000%, 6/15/36 - FSA Insured
5 New York City, New York, General Obligation Bonds, Fiscal 8/08 at 100.00 AA 5,047
Series 1997E, 6.000%, 8/01/16
5,280 New York City, New York, General Obligation Bonds, Fiscal 2/08 at 101.00 AA 5,340,931
Series 1998D, 5.500%, 8/01/10
New York City, New York, General Obligation Bonds, Fiscal
Series 2003J:
1,450 5.500%, 6/01/21 6/13 at 100.00 AA 1,546,237
385 5.500%, 6/01/22 6/13 at 100.00 AA 409,763
New York City, New York, General Obligation Bonds, Fiscal
Series 2003J:
13,550 5.500%, 6/01/21 (Pre-refunded 6/01/13) 6/13 at 100.00 Aa3 (4) 14,902,426
9,615 5.500%, 6/01/22 (Pre-refunded 6/01/13) 6/13 at 100.00 Aa3 (4) 10,574,673
New York City, New York, General Obligation Bonds, Fiscal
Series 2004C:
8,000 5.250%, 8/15/24 8/14 at 100.00 AA 8,426,000
6,000 5.250%, 8/15/25 8/14 at 100.00 AA 6,315,900
10,000 New York Dormitory Authority, FHA Insured Mortgage Hospital 8/16 at 100.00 AAA 9,778,100
Revenue Bonds, Kaleida Health, Series 2006, 4.700%, 2/15/35 -
FHA Insured (UB)
New York State Tobacco Settlement Financing Corporation, Tobacco
Settlement Asset-Backed and State Contingency Contract-Backed
Bonds, Series 2003A-1:
10,000 5.500%, 6/01/17 6/11 at 100.00 AA- 10,545,300
26,190 5.500%, 6/01/18 6/12 at 100.00 AA- 27,926,659
33,810 5.500%, 6/01/19 6/13 at 100.00 AA- 36,245,332
1,510 New York City Industrial Development Agency, New York, 12/16 at 100.00 BB+ 1,342,571
Civic Facility Revenue Bonds, Vaughn College of Aeronautics,
Series 2006B, 5.000%, 12/01/31
2,500 Port Authority of New York and New Jersey, Special Project No Opt. Call AAA 2,685,575
Bonds, JFK International Air Terminal LLC, Sixth Series 1997,
6.250%, 12/01/10 - MBIA Insured (Alternative Minimum Tax)
8,500 Power Authority of the State of New York, General Revenue 11/10 at 100.00 Aa2 8,816,540
Bonds, Series 2000A, 5.250%, 11/15/40
------------------------------------------------------------------------------------------------------------------------------------
208,380 Total New York 220,064,630
------------------------------------------------------------------------------------------------------------------------------------
NORTH CAROLINA - 0.9%
1,500 Charlotte, North Carolina, Certificates of Participation, 6/13 at 100.00 AA+ 1,531,785
Governmental Facilities Projects, Series 2003G,
5.000%, 6/01/33
2,500 North Carolina Eastern Municipal Power Agency, Power System 1/13 at 100.00 Baa1 2,541,200
Revenue Refunding Bonds, Series 2003D, 5.125%, 1/01/26
1,500 North Carolina Infrastructure Finance Corporation, 2/14 at 100.00 AA+ 1,564,005
Certificates of Participation, Correctional Facilities,
Series 2004A, 5.000%, 2/01/20
2,000 North Carolina Medical Care Commission, Health System 10/17 at 100.00 AA 1,898,220
Revenue Bonds, Mission St. Joseph's Health System,
Series 2007, 4.500%, 10/01/31
10,000 North Carolina Municipal Power Agency 1, Catawba Electric 1/10 at 101.00 A3 10,614,700
Revenue Bonds, Series 1999B, 6.500%, 1/01/20
------------------------------------------------------------------------------------------------------------------------------------
17,500 Total North Carolina 18,149,910
------------------------------------------------------------------------------------------------------------------------------------
24
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
OHIO - 1.5%
Buckeye Tobacco Settlement Financing Authority, Ohio, Tobacco
Settlement Asset-Backed Revenue Bonds, Senior Lien, Series
2007A-2:
$ 535 5.125%, 6/01/24 6/17 at 100.00 BBB $ 516,436
5,350 5.875%, 6/01/30 6/17 at 100.00 BBB 5,283,821
5,270 5.750%, 6/01/34 6/17 at 100.00 BBB 5,085,550
11,785 5.875%, 6/01/47 6/17 at 100.00 BBB 11,441,232
5,150 Buckeye Tobacco Settlement Financing Authority, Ohio, Tobacco 6/22 at 100.00 BBB 3,776,186
Settlement Asset-Backed Revenue Bonds, Senior Lien,
Series 2007A-3, 0.000%, 6/01/37
3,000 Columbus City School District, Franklin County, Ohio, General 6/13 at 100.00 AAA 3,216,120
Obligation Bonds, Series 2003, 5.000%, 12/01/31
(Pre-refunded 6/01/13) - FGIC Insured
------------------------------------------------------------------------------------------------------------------------------------
31,090 Total Ohio 29,319,345
------------------------------------------------------------------------------------------------------------------------------------
OKLAHOMA - 0.8%
9,955 Oklahoma Development Finance Authority, Revenue Bonds, 2/14 at 100.00 AA- 10,109,203
St. John Health System, Series 2004, 5.125%, 2/15/31
5,045 Oklahoma Development Finance Authority, Revenue Bonds, 2/14 at 100.00 Aa3 (4) 5,469,839
St. John Health System, Series 2004, 5.125%, 2/15/31
(Pre-refunded 2/15/14)
------------------------------------------------------------------------------------------------------------------------------------
15,000 Total Oklahoma 15,579,042
------------------------------------------------------------------------------------------------------------------------------------
OREGON - 0.3%
2,600 Clackamas County Hospital Facility Authority, Oregon, Revenue 5/11 at 101.00 AA- 2,687,724
Refunding Bonds, Legacy Health System, Series 2001,
5.250%, 5/01/21
2,860 Oregon State Facilities Authority, Revenue Bonds, Willamette 10/17 at 100.00 A 2,902,328
University, Series 2007A, 5.000%, 10/01/32
------------------------------------------------------------------------------------------------------------------------------------
5,460 Total Oregon 5,590,052
------------------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA - 2.1%
10,300 Allegheny County Hospital Development Authority, Pennsylvania, 11/17 at 100.00 BB 9,595,583
Revenue Bonds, West Penn Allegheny Health System,
Series 2007A, 5.000%, 11/15/28
4,500 Pennsylvania Higher Educational Facilities Authority, Revenue 7/08 at 100.00 AA 4,507,020
Bonds, University of Pennsylvania, Series 1998, 4.500%, 7/15/21
6,500 Pennsylvania Turnpike Commission, Turnpike Revenue Bonds, 12/14 at 100.00 AAA 7,065,500
Series 2004A, 5.500%, 12/01/31 - AMBAC Insured
8,000 Philadelphia School District, Pennsylvania, General Obligation 6/14 at 100.00 AAA 8,701,840
Bonds, Series 2004D, 5.125%, 6/01/34 (Pre-refunded 6/01/14) -
FGIC Insured
10,075 State Public School Building Authority, Pennsylvania, Lease 6/13 at 100.00 AAA 10,800,803
Revenue Bonds, Philadelphia School District, Series 2003,
5.000%, 6/01/33 (Pre-refunded 6/01/13) - FSA Insured
------------------------------------------------------------------------------------------------------------------------------------
39,375 Total Pennsylvania 40,670,746
------------------------------------------------------------------------------------------------------------------------------------
PUERTO RICO - 1.1%
5,450 Puerto Rico Industrial, Tourist, Educational, Medical and 6/10 at 101.00 Baa3 5,755,255
Environmental Control Facilities Financing Authority, Co-Generation
Facility Revenue Bonds, Series 2000A, 6.625%, 6/01/26
(Alternative Minimum Tax)
10,000 Puerto Rico Infrastructure Financing Authority, Special Obligation 10/10 at 101.00 AAA 10,550,200
Bonds, Series 2000A, 5.500%, 10/01/40
5,000 Puerto Rico, General Obligation Bonds, Series 2000B, 7/10 at 100.00 AAA 5,263,450
5.625%, 7/01/19 - MBIA Insured
------------------------------------------------------------------------------------------------------------------------------------
20,450 Total Puerto Rico 21,568,905
------------------------------------------------------------------------------------------------------------------------------------
25
NUV
Nuveen Municipal Value Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
RHODE ISLAND - 1.1%
$ 6,250 Rhode Island Health and Educational Building Corporation, 11/07 at 102.00 AAA $ 6,358,813
Hospital Financing Revenue Bonds, Lifespan Obligated Group,
Series 1996, 5.250%, 5/15/26 - MBIA Insured
16,070 Rhode Island Tobacco Settlement Financing Corporation, 6/12 at 100.00 BBB 16,288,873
Tobacco Settlement Asset-Backed Bonds, Series 2002A,
6.250%, 6/01/42
------------------------------------------------------------------------------------------------------------------------------------
22,320 Total Rhode Island 22,647,686
------------------------------------------------------------------------------------------------------------------------------------
SOUTH CAROLINA - 2.7%
7,000 Dorchester County School District 2, South Carolina, Installment 12/14 at 100.00 A 7,165,830
Purchase Revenue Bonds, GROWTH, Series 2004,
5.250%, 12/01/29
3,000 Myrtle Beach, South Carolina, Hospitality and Accommodation 6/14 at 100.00 AAA 3,059,700
Fee Revenue Bonds, Series 2004A, 5.000%, 6/01/36 -
FGIC Insured
8,475 Piedmont Municipal Power Agency, South Carolina, Electric 1/08 at 100.00 BBB 8,474,746
Revenue Refunding Bonds, Series 1986, 5.000%, 1/01/25
20,750 South Carolina JOBS Economic Development Authority, Economic 11/12 at 100.00 A- 21,404,663
Development Revenue Bonds, Bon Secours Health System Inc.,
Series 2002A, 5.625%, 11/15/30
8,000 South Carolina JOBS Economic Development Authority, Hospital 12/10 at 102.00 Baa2 (4) 9,048,640
Revenue Bonds, Palmetto Health Alliance, Series 2000A,
7.375%, 12/15/21 (Pre-refunded 12/15/10)
4,215 Spartanburg Sanitary Sewer District, South Carolina, Sewer 3/14 at 100.00 AAA 4,326,276
System Revenue Bonds, Series 2003B, 5.000%, 3/01/38 -
MBIA Insured
110 Tobacco Settlement Revenue Management Authority, 5/11 at 101.00 BBB 113,072
South Carolina, Tobacco Settlement Asset-Backed Bonds,
Series 2001B, 6.000%, 5/15/22
------------------------------------------------------------------------------------------------------------------------------------
51,550 Total South Carolina 53,592,927
------------------------------------------------------------------------------------------------------------------------------------
TENNESSEE - 0.3%
Knox County Health, Educational and Housing Facilities Board,
Tennessee, Hospital Revenue Bonds, Baptist Health System of
East Tennessee Inc., Series 2002:
3,000 6.375%, 4/15/22 4/12 at 101.00 Ba2 3,062,040
2,605 6.500%, 4/15/31 4/12 at 101.00 Ba2 2,655,667
------------------------------------------------------------------------------------------------------------------------------------
5,605 Total Tennessee 5,717,707
------------------------------------------------------------------------------------------------------------------------------------
TEXAS - 6.2%
5,000 Alliance Airport Authority, Texas, Special Facilities Revenue 12/12 at 100.00 CCC+ 4,457,300
Bonds, American Airlines Inc., Series 2007, 5.250%, 12/01/29
(Alternative Minimum Tax)
2,000 Austin Convention Enterprises Inc., Texas, Convention Center 1/17 at 100.00 BB 1,965,560
Hotel Revenue Bonds, First Tier Series 2006B, 5.750%, 1/01/34
5,440 Austin, Texas, Combined Utility System Revenue Bonds, No Opt. Call AAA 5,458,006
Series 1992A, 12.500%, 11/15/07 - MBIA Insured (ETM)
18,825 Austin, Texas, Combined Utility System Revenue Bonds, No Opt. Call AAA 18,889,005
Series 1992A, 12.500%, 11/15/07 - MBIA Insured
5,110 Brazos River Authority, Texas, Pollution Control Revenue 4/13 at 101.00 Caa1 5,527,436
Refunding Bonds, TXU Electric Company, Series 1999C,
7.700%, 3/01/32 (Alternative Minimum Tax)
9,940 Central Texas Regional Mobility Authority, Travis and 1/15 at 100.00 AAA 10,377,459
Williamson Counties, Toll Road Revenue Bonds, Residual
Series 2007-1019, 7.757%, 1/01/45 - FGIC Insured (IF)
4,000 Central Texas Regional Mobility Authority, Travis and 1/15 at 100.00 AAA 4,087,920
Williamson Counties, Toll Road Revenue Bonds, Series 2005,
5.000%, 1/01/35 - FGIC Insured
2,700 Harris County-Houston Sports Authority, Texas, Senior Lien 11/11 at 100.00 AAA 2,822,634
Revenue Bonds, Series 2001G, 5.250%, 11/15/30 -
MBIA Insured
26
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
TEXAS (continued)
$ 23,875 Houston, Texas, Hotel Occupancy Tax and Special Revenue No Opt. Call AAA $ 8,493,770
Bonds, Convention and Entertainment Project, Series 2001B,
0.000%, 9/01/29 - AMBAC Insured
10,045 Houston, Texas, Subordinate Lien Airport System Revenue Bonds, 7/10 at 100.00 AAA 10,494,313
Series 2000A, 5.875%, 7/01/16 - FSA Insured (Alternative
Minimum Tax)
Irving Independent School District, Texas, Unlimited Tax School
Building Bonds, Series 1997:
5,685 0.000%, 2/15/10 No Opt. Call AAA 5,227,414
3,470 0.000%, 2/15/11 No Opt. Call AAA 3,071,852
5,000 Kerrville Health Facilities Development Corporation, Texas, No Opt. Call BBB- 4,942,650
Revenue Bonds, Sid Peterson Memorial Hospital Project,
Series 2005, 5.375%, 8/15/35
22,060 Leander Independent School District, Williamson and Travis 8/09 at 31.45 AAA 6,425,857
Counties, Texas, Unlimited Tax School Building and Refunding
Bonds, Series 2000, 0.000%, 8/15/27
6,000 Matagorda County Navigation District 1, Texas, Revenue Bonds, 4/08 at 102.00 BBB- 6,191,220
Reliant Energy Inc., Series 1999C, 8.000%, 5/01/29
5,000 Port Corpus Christi Industrial Development Corporation, Texas, 4/08 at 102.00 BBB 5,043,850
Revenue Refunding Bonds, Valero Refining and Marketing
Company, Series 1997A, 5.400%, 4/01/18
5,000 Richardson Hospital Authority, Texas, Revenue Bonds, 12/13 at 100.00 BBB 5,241,900
Richardson Regional Medical Center, Series 2004,
6.000%, 12/01/34
2,000 Sabine River Authority, Texas, Pollution Control Revenue 7/13 at 101.00 Caa1 1,960,200
Refunding Bonds, TXU Electric Company, Series 2003A,
5.800%, 7/01/22
3,000 San Antonio, Texas, Water System Revenue Bonds, Series 2005, 5/15 at 100.00 AAA 3,000,870
4.750%, 5/15/37 - MBIA Insured
7,725 Tarrant County, Texas, Cultural & Educational Facilities Financing 2/17 at 100.00 Aa3 7,817,237
Corporation, Revenue Bonds, Series 2007, Residuals 1760-3,
7.510%, 2/15/36 (IF)
------------------------------------------------------------------------------------------------------------------------------------
151,875 Total Texas 121,496,453
------------------------------------------------------------------------------------------------------------------------------------
UTAH - 0.7%
3,000 Eagle Mountain, Utah, Gas and Electric Revenue Bonds, 6/15 at 100.00 AA 3,051,000
Series 2005, 5.000%, 6/01/24 - RAAI Insured
1,405 Utah Housing Finance Agency, Single Family Mortgage Bonds, 1/10 at 101.50 Aaa 1,411,941
Series 1998G-2, Class I, 5.200%, 7/01/30 (Alternative
Minimum Tax)
3,700 Utah State Board of Regents, Utah State University, Revenue 4/14 at 100.00 AAA 3,991,042
Bonds, Series 2004, 5.000%, 4/01/35 (Pre-refunded 4/01/14) -
MBIA Insured
5,810 Utah Water Finance Agency, Revenue Bonds, Pooled Loan 10/12 at 100.00 Aaa 6,258,648
Financing Program, Series 2002C, 5.250%, 10/01/28
(Pre-refunded 10/01/12) - AMBAC Insured
------------------------------------------------------------------------------------------------------------------------------------
13,915 Total Utah 14,712,631
------------------------------------------------------------------------------------------------------------------------------------
VIRGIN ISLANDS - 0.1%
2,500 Virgin Islands Public Finance Authority, Revenue Bonds, 1/14 at 100.00 BBB 2,585,175
Refinery Project - Hovensa LLC, Series 2003, 6.125%, 7/01/22
(Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
VIRGINIA - 1.4%
4,125 Metropolitan Washington D.C. Airports Authority, Airport System 10/12 at 100.00 AAA 4,417,545
Revenue Bonds, Series 2002A, 5.750%, 10/01/16 -
FGIC Insured (Alternative Minimum Tax)
15,000 Pocahontas Parkway Association, Virginia, Senior Lien Revenue 8/08 at 28.38 AAA 4,140,750
Bonds, Route 895 Connector Toll Road, Series 1998A,
0.000%, 8/15/30 (Pre-refunded 8/15/08)
Pocahontas Parkway Association, Virginia, Senior Lien Revenue
Bonds, Route 895 Connector Toll Road, Series 1998B:
19,400 0.000%, 8/15/33 (Pre-refunded 8/15/08) 8/08 at 23.55 AAA 4,443,958
60,500 0.000%, 8/15/35 (Pre-refunded 8/15/08) 8/08 at 20.95 AAA 12,325,060
3,245 Virginia Housing Development Authority, Multifamily Housing 1/08 at 102.00 AA+ 3,304,870
Bonds, Series 1997E, 5.600%, 11/01/17 (Alternative
Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
102,270 Total Virginia 28,632,183
------------------------------------------------------------------------------------------------------------------------------------
27
NUV
Nuveen Municipal Value Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
WASHINGTON - 3.2%
$ 6,400 Cowlitz County Public Utilities District 1, Washington, Electric 9/14 at 100.00 AAA $ 6,557,696
Production Revenue Bonds, Series 2004, 5.000%, 9/01/34 -
FGIC Insured
12,500 Energy Northwest, Washington, Electric Revenue Refunding 7/12 at 100.00 AAA 13,679,125
Bonds, Columbia Generating Station - Nuclear Project 2,
Series 2002B, 6.000%, 7/01/18 - AMBAC Insured
4,000 Energy Northwest, Washington, Electric Revenue Refunding 7/13 at 100.00 AAA 4,341,400
Bonds, Nuclear Project 3, Series 2003A, 5.500%, 7/01/17 -
XLCA Insured
8,200 Washington Public Power Supply System, Revenue Refunding No Opt. Call Aaa 6,288,908
Bonds, Nuclear Project 3, Series 1989B, 0.000%, 7/01/14
5,000 Washington State Healthcare Facilities Authority, Revenue 10/16 at 100.00 AAA 4,894,250
Bonds, Providence Health Care Services, Series 2006A,
4.625%, 10/01/34 - FGIC Insured
17,370 Washington State Tobacco Settlement Authority, Tobacco 6/13 at 100.00 BBB 17,998,099
Settlement Asset-Backed Revenue Bonds, Series 2002,
6.625%, 6/01/32
Washington State, Motor Vehicle Fuel Tax General Obligation
Bonds, Series 2002-03C:
9,000 0.000%, 6/01/29 - MBIA Insured No Opt. Call AAA 3,233,160
16,195 0.000%, 6/01/30 - MBIA Insured No Opt. Call AAA 5,523,953
------------------------------------------------------------------------------------------------------------------------------------
78,665 Total Washington 62,516,591
------------------------------------------------------------------------------------------------------------------------------------
WISCONSIN - 2.6%
Badger Tobacco Asset Securitization Corporation, Wisconsin,
Tobacco Settlement Asset-Backed Bonds, Series 2002:
7,525 6.125%, 6/01/27 6/12 at 100.00 BBB 7,781,979
13,250 6.375%, 6/01/32 6/12 at 100.00 BBB 13,602,848
6,000 Milwaukee Redevelopment Authority, Wisconsin, Lease 8/13 at 100.00 AAA 6,466,260
Revenue Bonds, Public Schools, Series 2003A, 5.125%, 8/01/22
(Pre-refunded 8/01/13) - AMBAC Insured
12,305 Wisconsin Health and Educational Facilities Authority, Revenue 12/07 at 102.00 AAA 12,567,466
Bonds, Aurora Healthcare Inc., Series 1997, 5.250%, 8/15/27
(Pre-refunded 12/04/07) - MBIA Insured
6,000 Wisconsin Health and Educational Facilities Authority, Revenue 9/13 at 100.00 BBB+ (4) 6,680,400
Bonds, Franciscan Sisters of Christian Charity Healthcare
Ministry, Series 2003A, 5.875%, 9/01/33 (Pre-refunded 9/01/13)
1,000 Wisconsin Health and Educational Facilities Authority, Revenue 2/16 at 100.00 BBB+ 1,007,690
Bonds, Marshfield Clinic, Series 2006A, 5.000%, 2/15/17
3,750 Wisconsin Health and Educational Facilities Authority, Revenue 2/12 at 101.00 A- (4) 4,103,625
Bonds, Wheaton Franciscan Services Inc., Series 2002,
5.750%, 8/15/30 (Pre-refunded 2/15/12)
------------------------------------------------------------------------------------------------------------------------------------
49,830 Total Wisconsin 52,210,268
------------------------------------------------------------------------------------------------------------------------------------
$ 2,333,699 Total Long-Term Investments (cost $1,867,033,373) - 100.9% $1,992,546,102
=============-----------------------------------------------------------------------------------------------------------------------
28
PRINCIPAL
AMOUNT (000) DESCRIPTION (1) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS - 0.2%
$ 1,200 California, Variable Rate Demand Obligations, Series 2004C-16, VMIG-1 $ 1,200,000
3.130%, 7/01/23 - FSA Insured (5)
3,000 Puerto Rico Government Development Bank, Adjustable Refunding VMIG-1 3,000,000
Bonds, Variable Rate Demand Obligations, Series 1985,
3.200%, 12/01/15 - MBIA Insured (5)
------------------------------------------------------------------------------------------------------------------------------------
$ 4,200 Total Short-Term Investments (cost $4,200,000) 4,200,000
=============-----------------------------------------------------------------------------------------------------------------------
Total Investments (cost $1,871,233,373) - 101.1% 1,996,746,102
--------------------------------------------------------------------------------------------------------------------
Floating Rate Obligations - (1.2)% (23,150,000)
--------------------------------------------------------------------------------------------------------------------
Other Assets Less Liabilities - 0.1% 938,445
--------------------------------------------------------------------------------------------------------------------
Net Assets - 100% $1,974,534,547
====================================================================================================================
The Fund may invest in "zero coupon" securities. A zero
coupon security does not pay a regular interest coupon to
its holders during the life of the security. Tax-exempt
income to the holder of the security comes from accretion of
the difference between the original purchase price of the
security at issuance and the par value of the security at
maturity and is effectively paid at maturity. Such
securities are included in the Portfolio of Investments with
a 0.000% coupon rate in their description. The market prices
of zero coupon securities generally are more volatile than
the market prices of securities that pay interest
periodically.
(1) All percentages shown in the Portfolio of Investments are
based on net assets unless otherwise noted.
(2) Optional Call Provisions (not covered by the report of
independent registered public accounting firm): Dates (month
and year) and prices of the earliest optional call or
redemption. There may be other call provisions at varying
prices at later dates. Certain mortgage-backed securities
may be subject to periodic principal paydowns.
(3) Ratings (not covered by the report of independent registered
public accounting firm): Using the higher of Standard &
Poor's Group ("Standard & Poor's") or Moody's Investor
Service, Inc. ("Moody's") rating. Ratings below BBB by
Standard & Poor's or Baa by Moody's are considered to be
below investment grade.
(4) Backed by an escrow or trust containing sufficient U.S.
Government or U.S. Government agency securities which ensure
the timely payment of principal and interest. Such
investments are normally considered to be equivalent to AAA
rated securities.
(5) Investment has a maturity of more than one year, but has
variable rate and demand features which qualify it as a
short-term investment. The rate disclosed is that in effect
at the end of the reporting period. This rate changes
periodically based on market conditions or a specified
market index.
N/R Not rated.
(ETM) Escrowed to maturity.
(IF) Inverse floating rate investment.
(UB) Underlying bond of an inverse floating rate trust reflected
as a financing transaction pursuant to the provisions of
SFAS No.140.
See accompanying notes to financial statements.
29
NMI
Nuveen Municipal Income Fund, Inc.
Portfolio of INVESTMENTS
October 31, 2007
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
ALABAMA - 0.8%
$ 690 Phenix City Industrial Development Board, Alabama, 5/12 at 100.00 BBB $ 714,516
Environmental Improvement Revenue Bonds, MeadWestvaco
Corporation, Series 2002A, 6.350%, 5/15/35 (Alternative
Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA - 21.4%
5,530 Adelanto School District, San Bernardino County, California, No Opt. Call AAA 2,899,656
General Obligation Bonds, Series 1997A, 0.000%, 9/01/22 -
MBIA Insured
Brea Olinda Unified School District, California, General Obligation
Bonds, Series 1999A:
2,000 0.000%, 8/01/21 - FGIC Insured No Opt. Call AAA 1,090,500
2,070 0.000%, 8/01/22 - FGIC Insured No Opt. Call AAA 1,070,645
2,120 0.000%, 8/01/23 - FGIC Insured No Opt. Call AAA 1,037,337
1,000 California Health Facilities Financing Authority, Revenue Bonds, 4/16 at 100.00 A+ 1,018,680
Kaiser Permanante System, Series 2006, 5.250%, 4/01/39
740 California Health Facilities Financing Authority, Revenue Bonds, 11/16 at 100.00 AA- 740,252
Sutter Health, Series 2007A, 5.000%, 11/15/42
250 California Housing Finance Agency, California, Home Mortgage 2/17 at 100.00 Aa2 245,513
Revenue Bonds, Series 2007E, 4.800%, 8/01/37 (Alternative
Minimum Tax)
3,000 California State Public Works Board, Lease Revenue Bonds, 6/14 at 100.00 A 3,066,510
Department of Mental Health, Coalinga State Hospital,
Series 2004A, 5.000%, 6/01/25
1,000 California Statewide Community Development Authority, Revenue 7/15 at 100.00 BBB+ 951,920
Bonds, Daughters of Charity Health System, Series 2005A,
5.000%, 7/01/39
500 California, General Obligation Bonds, Series 2004, 5.200%, 4/01/26 4/14 at 100.00 A+ 525,355
1,000 California, General Obligation Bonds, Series 2005, 5.000%, 3/01/27 3/16 at 100.00 A+ 1,020,770
3,000 Golden State Tobacco Securitization Corporation, California, 6/13 at 100.00 AAA 3,474,840
Tobacco Settlement Asset-Backed Bonds, Series 2003A-1,
6.750%, 6/01/39 (Pre-refunded 6/01/13)
500 Lake Elsinore Public Finance Authority, California, Local Agency 10/13 at 102.00 N/R 531,025
Revenue Refunding Bonds, Series 2003H, 6.375%, 10/01/33
1,000 Vernon, California, Electric System Revenue Bonds, Malburg 4/08 at 100.00 Aaa 1,008,240
Generating Station Project, Series 2003C, 5.375%, 4/01/18
(Pre-refunded 4/01/08)
------------------------------------------------------------------------------------------------------------------------------------
23,710 Total California 18,681,243
------------------------------------------------------------------------------------------------------------------------------------
COLORADO - 6.3%
810 Colorado Educational and Cultural Facilities Authority, Charter 7/12 at 100.00 BBB 837,864
School Revenue Bonds, Douglas County School District RE-1 -
DCS Montessori School, Series 2002A, 6.000%, 7/15/22
430 Colorado Educational and Cultural Facilities Authority, 8/11 at 100.00 AAA 485,371
Charter School Revenue Bonds, Peak-to-Peak Charter School,
Series 2001, 7.500%, 8/15/21 (Pre-refunded 8/15/11)
1,000 Colorado Educational and Cultural Facilities Authority, 6/11 at 100.00 Ba1 (4) 1,126,700
Charter School Revenue Bonds, Weld County School District 6 -
Frontier Academy, Series 2001, 7.375%, 6/01/31
(Pre-refunded 6/01/11)
1,000 Colorado Health Facilities Authority, Revenue Bonds, Evangelical 6/16 at 100.00 A- 972,970
Lutheran Good Samaritan Society, Series 2005, 5.000%, 6/01/35
2,000 Denver City and County, Colorado, Airport System Revenue 11/10 at 100.00 AAA 2,113,640
Refunding Bonds, Series 2000A, 6.000%, 11/15/16 -
AMBAC Insured (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
5,240 Total Colorado 5,536,545
------------------------------------------------------------------------------------------------------------------------------------
30
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
CONNECTICUT - 2.3%
$ 1,480 Capitol Region Education Council, Connecticut, Revenue Bonds, 4/08 at 100.00 BBB $ 1,482,842
Series 1995, 6.750%, 10/15/15
500 Eastern Connecticut Resource Recovery Authority, Solid Waste 1/08 at 100.00 BBB 500,220
Revenue Bonds, Wheelabrator Lisbon Project, Series 1993A,
5.500%, 1/01/14 (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
1,980 Total Connecticut 1,983,062
------------------------------------------------------------------------------------------------------------------------------------
FLORIDA - 3.2%
1,000 Bartram Springs Community Development District, Duval County, 5/16 at 100.00 N/R 796,640
Florida, Special Assessment Bonds, Series 2006,
4.750%, 5/01/34
160 Dade County Industrial Development Authority, Florida, Revenue 12/07 at 101.00 N/R 161,536
Bonds, Miami Cerebral Palsy Residential Services Inc.,
Series 1995, 8.000%, 6/01/22
1,250 Martin County Industrial Development Authority, Florida, 12/07 at 100.00 BB+ 1,263,063
Industrial Development Revenue Bonds, Indiantown
Cogeneration LP, Series 1994A, 7.875%, 12/15/25
(Alternative Minimum Tax)
600 Martin County Industrial Development Authority, Florida, 12/07 at 100.00 BB+ 607,140
Industrial Development Revenue Refunding Bonds, Indiantown
Cogeneration LP, Series 1995B, 8.050%, 12/15/25 (Alternative
Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
3,010 Total Florida 2,828,379
------------------------------------------------------------------------------------------------------------------------------------
ILLINOIS - 6.8%
1,310 Chicago, Illinois, Tax Increment Allocation Bonds, Irving/Cicero 1/09 at 100.00 N/R 1,340,484
Redevelopment Project, Series 1998, 7.000%, 1/01/14
Illinois Development Finance Authority, Revenue Bonds, Chicago
Charter School Foundation, Series 2002A:
500 6.125%, 12/01/22 (Pre-refunded 12/01/12) 12/12 at 100.00 BBB (4) 558,030
1,000 6.250%, 12/01/32 (Pre-refunded 12/01/12) 12/12 at 100.00 BBB (4) 1,121,820
1,550 Illinois Health Facilities Authority, Revenue Bonds, Condell 5/12 at 100.00 Baa2 1,562,013
Medical Center, Series 2002, 5.500%, 5/15/32
1,305 North Chicago, Illinois, General Obligation Bonds, Series 2005B, 11/15 at 100.00 AAA 1,360,449
5.000%, 11/01/25 - FGIC Insured
------------------------------------------------------------------------------------------------------------------------------------
5,665 Total Illinois 5,942,796
------------------------------------------------------------------------------------------------------------------------------------
INDIANA - 3.9%
2,000 Indiana Health Facility Financing Authority, Hospital Revenue 8/12 at 101.00 Baa1 2,099,860
Bonds, Riverview Hospital, Series 2002, 6.125%, 8/01/31
1,210 Whitley County, Indiana, Solid Waste and Sewerage Disposal 11/10 at 102.00 N/R 1,283,774
Revenue Bonds, Steel Dynamics Inc., Series 1998,
7.250%, 11/01/18 (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
3,210 Total Indiana 3,383,634
------------------------------------------------------------------------------------------------------------------------------------
LOUISIANA - 2.2%
1,440 Louisiana Public Facilities Authority, Extended Care Facilities No Opt. Call BBB 1,727,496
Revenue Bonds, Comm-Care Corporation Project, Series 1994,
11.000%, 2/01/14
160 Louisiana Public Facilities Authority, Extended Care Facilities No Opt. Call N/R (4) 195,656
Revenue Bonds, Comm-Care Corporation Project, Series 1994,
11.000%, 2/01/14 (ETM)
------------------------------------------------------------------------------------------------------------------------------------
1,600 Total Louisiana 1,923,152
------------------------------------------------------------------------------------------------------------------------------------
MARYLAND - 1.1%
1,000 Maryland Energy Financing Administration, Revenue Bonds, 3/08 at 100.00 N/R 1,002,610
AES Warrior Run Project, Series 1995, 7.400%, 9/01/19
(Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
31
NMI
Nuveen Municipal Income Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
MASSACHUSETTS - 0.9%
$ 500 Massachusetts Development Finance Agency, Resource Recovery 12/09 at 102.00 BBB $ 526,990
Revenue Bonds, Ogden Haverhill Associates, Series 1999A,
6.700%, 12/01/14 (Alternative Minimum Tax)
270 Massachusetts Industrial Finance Agency, Resource Recovery 12/08 at 102.00 BBB 276,399
Revenue Refunding Bonds, Ogden Haverhill Project,
Series 1998A, 5.450%, 12/01/12 (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
770 Total Massachusetts 803,389
------------------------------------------------------------------------------------------------------------------------------------
MICHIGAN - 3.7%
1,000 Delta County Economic Development Corporation, Michigan, 4/12 at 100.00 AAA 1,098,840
Environmental Improvement Revenue Refunding Bonds,
MeadWestvaco Corporation - Escanaba Paper Company,
Series 2002B, 6.450%, 4/15/23 (Pre-refunded 4/15/12)
(Alternative Minimum Tax)
2,150 Michigan State Hospital Finance Authority, Hospital Revenue 1/08 at 100.00 Ba3 2,153,182
Refunding Bonds, Sinai Hospital, Series 1995, 6.625%, 1/01/16
------------------------------------------------------------------------------------------------------------------------------------
3,150 Total Michigan 3,252,022
------------------------------------------------------------------------------------------------------------------------------------
MINNESOTA - 0.5%
500 Glencoe, Minnesota, Health Care Facilities Revenue Bonds, 4/13 at 101.00 BBB 491,705
Glencoe Regional Health Services Project, Series 2005,
5.000%, 4/01/25
------------------------------------------------------------------------------------------------------------------------------------
MISSOURI - 4.8%
4,450 Missouri Environmental Improvement and Energy Resources 12/16 at 100.00 AAA 4,159,148
Authority, Water Facility Revenue Bonds, Missouri-American
Water Company, Series 2006, 4.600%, 12/01/36 -
AMBAC Insured (Alternative Minimum Tax) (UB)
------------------------------------------------------------------------------------------------------------------------------------
MONTANA - 1.4%
1,200 Montana Board of Investments, Exempt Facility Revenue Bonds, 7/10 at 101.00 B2 1,216,020
Stillwater Mining Company, Series 2000, 8.000%, 7/01/20
(Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
NEBRASKA - 1.2%
1,000 Washington County, Nebraska, Wastewater Facilities Revenue 11/12 at 101.00 A 1,066,550
Bonds, Cargill Inc., Series 2002, 5.900%, 11/01/27
(Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
NEW YORK - 5.9%
1,000 Dormitory Authority of the State of New York, Revenue Bonds, 7/13 at 100.00 AA 1,060,230
Brooklyn Law School, Series 2003A, 5.500%, 7/01/15 -
RAAI Insured
3,895 Yates County Industrial Development Agency, New York, 2/11 at 101.00 AAA 4,123,205
FHA-Insured Civic Facility Mortgage Revenue Bonds, Soldiers
and Sailors Memorial Hospital, Series 2000A, 6.000%, 2/01/41
------------------------------------------------------------------------------------------------------------------------------------
4,895 Total New York 5,183,435
------------------------------------------------------------------------------------------------------------------------------------
OHIO - 3.9%
1,000 Erie County, Ohio, Hospital Facilities Revenue Bonds, Firelands 8/16 at 100.00 A 1,011,000
Regional Medical Center Project, Series 2006, 5.250%, 8/15/46
2,300 Ohio Water Development Authority, Solid Waste Disposal Revenue 9/09 at 102.00 N/R 2,368,448
Bonds, Bay Shore Power, Series 1998B, 6.625%, 9/01/20
(Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
3,300 Total Ohio 3,379,448
------------------------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA - 2.5%
1,080 Allegheny County Hospital Development Authority, Pennsylvania, 11/10 at 102.00 AAA 1,275,588
Revenue Bonds, West Penn Allegheny Health System,
Series 2000B, 9.250%, 11/15/30 (Pre-refunded 11/15/10)
840 Carbon County Industrial Development Authority, Pennsylvania, No Opt. Call BBB- 872,113
Resource Recovery Revenue Refunding Bonds, Panther Creek
Partners Project, Series 2000, 6.650%, 5/01/10 (Alternative
Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
1,920 Total Pennsylvania 2,147,701
------------------------------------------------------------------------------------------------------------------------------------
32
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
RHODE ISLAND - 0.6%
$ 500 Rhode Island Tobacco Settlement Financing Corporation, 6/12 at 100.00 BBB $ 506,810
Tobacco Settlement Asset-Backed Bonds, Series 2002A,
6.250%, 6/01/42
------------------------------------------------------------------------------------------------------------------------------------
SOUTH CAROLINA - 5.0%
2,500 Greenville County School District, South Carolina, Installment 12/12 at 101.00 AA- 2,718,725
Purchase Revenue Bonds, Series 2002, 5.500%, 12/01/13
475 Piedmont Municipal Power Agency, South Carolina, Electric No Opt. Call AAA 589,983
Revenue Bonds, Series 1991, 6.750%, 1/01/19 -
FGIC Insured (ETM)
1,000 Tobacco Settlement Revenue Management Authority, 5/11 at 101.00 BBB 1,027,930
South Carolina, Tobacco Settlement Asset-Backed Bonds,
Series 2001B, 6.000%, 5/15/22
------------------------------------------------------------------------------------------------------------------------------------
3,975 Total South Carolina 4,336,638
------------------------------------------------------------------------------------------------------------------------------------
TENNESSEE - 4.2%
1,000 Knox County Health, Educational and Housing Facilities Board, 4/12 at 101.00 Ba2 1,020,680
Tennessee, Hospital Revenue Bonds, Baptist Health System of
East Tennessee Inc., Series 2002, 6.375%, 4/15/22
Shelby County Health, Educational and Housing Facilities Board,
Tennessee, Hospital Revenue Bonds, Methodist Healthcare, Series
2002:
375 6.500%, 9/01/26 (Pre-refunded 9/01/12) 9/12 at 100.00 A- (4) 424,159
625 6.500%, 9/01/26 (Pre-refunded 9/01/12) 9/12 at 100.00 A- (4) 706,931
1,500 Sumner County Health, Educational, and Housing Facilities 11/17 at 100.00 N/R 1,517,835
Board, Tennessee, Revenue Refunding Bonds, Sumner
Regional Health System Inc., Series 2007, 5.500%, 11/01/37
------------------------------------------------------------------------------------------------------------------------------------
3,500 Total Tennessee 3,669,605
------------------------------------------------------------------------------------------------------------------------------------
TEXAS - 9.3%
1,500 Cameron Education Finance Corporation, Texas, Charter School 8/16 at 100.00 A 1,468,260
Revenue Bonds, Faith Family Academy Charter School,
Series 2006A, 5.250%, 8/15/36 - ACA Insured
2,000 Gulf Coast Waste Disposal Authority, Texas, Sewerage and 4/12 at 100.00 A 2,125,660
Solid Waste Disposal Revenue Bonds, Anheuser Busch
Company, Series 2002, 5.900%, 4/01/36 (Alternative
Minimum Tax)
2,000 Matagorda County Navigation District 1, Texas, Collateralized 10/13 at 101.00 AAA 2,022,880
Revenue Refunding Bonds, Houston Light and Power
Company, Series 1995, 4.000%, 10/15/15 - MBIA Insured
Weslaco Health Facilities Development Corporation, Texas,
Hospital Revenue Bonds, Knapp Medical Center, Series 2002:
2,000 6.250%, 6/01/25 6/12 at 100.00 BBB+ 2,107,440
50 6.250%, 6/01/32 6/12 at 100.00 BBB+ 52,332
1,000 West Texas Independent School District, McLennan and 8/13 at 51.84 AAA 393,730
Hill Counties, General Obligation Refunding Bonds,
Series 1998, 0.000%, 8/15/25
------------------------------------------------------------------------------------------------------------------------------------
8,550 Total Texas 8,170,302
------------------------------------------------------------------------------------------------------------------------------------
VIRGIN ISLANDS - 3.0%
2,545 Virgin Islands Public Finance Authority, Senior Lien Matching 10/14 at 100.00 BBB 2,646,546
Fund Loan Note, Series 2004A, 5.250%, 10/01/19
------------------------------------------------------------------------------------------------------------------------------------
VIRGINIA - 3.1%
1,000 Chesterfield County Industrial Development Authority, Virginia, 11/10 at 102.00 N/R 1,061,590
Pollution Control Revenue Bonds, Virginia Electric and Power
Company, Series 1987A, 5.875%, 6/01/17
1,500 Mecklenburg County Industrial Development Authority, Virginia, 10/12 at 100.00 Baa1 1,632,930
Revenue Bonds, UAE Mecklenburg Cogeneration LP,
Series 2002, 6.500%, 10/15/17 (Alternative Minimum Tax)
------------------------------------------------------------------------------------------------------------------------------------
2,500 Total Virginia 2,694,520
------------------------------------------------------------------------------------------------------------------------------------
WEST VIRGINIA - 2.4%
2,050 Mason County, West Virginia, Pollution Control Revenue Bonds, 10/11 at 100.00 BBB 2,070,357
Appalachian Power Company, Series 2003L, 5.500%, 10/01/22
------------------------------------------------------------------------------------------------------------------------------------
33
NMI
Nuveen Municipal Income Fund, Inc. (continued)
Portfolio of INVESTMENTS October 31, (2007)
PRINCIPAL OPTIONAL CALL
AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE
------------------------------------------------------------------------------------------------------------------------------------
WISCONSIN - 1.2%
$ 1,000 Wisconsin Health and Educational Facilities Authority, Revenue 10/11 at 100.00 BBB $ 1,050,330
Bonds, Carroll College Inc., Series 2001, 6.250%, 10/01/21
------------------------------------------------------------------------------------------------------------------------------------
$ 91,910 Total Investments (cost $84,686,825) - 101.6% 88,840,463
=============-----------------------------------------------------------------------------------------------------------------------
Floating Rate Obligations - (3.4)% (2,965,000)
--------------------------------------------------------------------------------------------------------------------
Other Assets Less Liabilities - 1.8% 1,548,657
--------------------------------------------------------------------------------------------------------------------
Net Assets - 100% $ 87,424,120
====================================================================================================================
The Fund may invest in "zero coupon" securities. A zero
coupon security does not pay a regular interest coupon to
its holders during the life of the security. Tax-exempt
income to the holder of the security comes from accretion of
the difference between the original purchase price of the
security at issuance and the par value of the security at
maturity and is effectively paid at maturity. Such
securities are included in the Portfolio of Investments with
a 0.000% coupon rate in their description. The market prices
of zero coupon securities generally are more volatile than
the market prices of securities that pay interest
periodically.
(1) All percentages shown in the Portfolio of Investments are
based on net assets unless otherwise noted.
(2) Optional Call Provisions (not covered by the report of
independent registered public accounting firm): Dates (month
and year) and prices of the earliest optional call or
redemption. There may be other call provisions at varying
prices at later dates. Certain mortgage-backed securities
may be subject to periodic principal paydowns.
(3) Ratings (not covered by the report of independent registered
public accounting firm): Using the higher of Standard &
Poor's Group ("Standard & Poor's") or Moody's Investor
Service, Inc. ("Moody's") rating. Ratings below BBB by
Standard & Poor's or Baa by Moody's are considered to be
below investment grade.
(4) Backed by an escrow or trust containing sufficient U.S.
Government or U.S. Government agency securities which ensure
the timely payment of principal and interest. Such
investments are normally considered to be equivalent to AAA
rated securities.
N/R Not rated.
(ETM) Escrowed to maturity.
(UB) Underlying bond of an inverse floating rate trust reflected
as a financing transaction pursuant to the provisions of
SFAS No. 140.
See accompanying notes to financial statements.
34
Statement of
ASSETS & LIABILITIES
October 31, 2007
MUNICIPAL MUNICIPAL
VALUE INCOME
(NUV) (NMI)
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
Investments, at value (cost $1,871,233,373 and $84,686,825, respectively) $1,996,746,102 $88,840,463
Cash -- 491,834
Receivables:
Interest 29,677,372 1,362,398
Investments sold 19,045,939 45,000
Other assets 173,110 2,365
------------------------------------------------------------------------------------------------------------------------------------
Total assets 2,045,642,523 90,742,060
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Cash overdraft 23,321,652 --
Floating rate obligations 23,150,000 2,965,000
Payable for investments purchased 17,045,038 --
Accrued expenses:
Management fees 850,732 47,108
Other 596,672 23,267
Dividends payable 6,143,882 282,565
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities 71,107,976 3,317,940
------------------------------------------------------------------------------------------------------------------------------------
Net assets $1,974,534,547 $87,424,120
====================================================================================================================================
Shares outstanding 195,047,442 8,116,655
====================================================================================================================================
Net asset value per share outstanding $ 10.12 $ 10.77
====================================================================================================================================
NET ASSETS CONSIST OF:
------------------------------------------------------------------------------------------------------------------------------------
Shares, $.01 par value per share $ 1,950,474 $ 81,167
Paid-in surplus 1,838,603,277 90,857,100
Undistributed (Over-distribution of) net investment income 2,963,811 279,483
Accumulated net realized gain (loss) from investments 5,504,256
(7,947,268)
Net unrealized appreciation (depreciation) of investments 125,512,729 4,153,638
------------------------------------------------------------------------------------------------------------------------------------
Net assets $1,974,534,547 $87,424,120
====================================================================================================================================
Authorized shares 350,000,000 200,000,000
====================================================================================================================================
See accompanying notes to financial statements.
35
Statement of
OPERATIONS
Year Ended October 31, 2007
MUNICIPAL MUNICIPAL
VALUE INCOME
(NUV) (NMI)
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME $102,895,059 $ 4,979,556
------------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Management fees 10,141,222 560,748
Shareholders' servicing agent fees and expenses 381,880 21,055
Interest expense on floating rate obligations 749,284 96,252
Custodian's fees and expenses 396,871 26,371
Directors' fees and expenses 47,550 2,029
Professional fees 88,352 7,590
Shareholders' reports - printing and mailing expenses 264,980 19,048
Stock exchange listing fees 70,103 9,666
Investor relations expense 245,364 12,652
Other expenses 57,002 7,427
------------------------------------------------------------------------------------------------------------------------------------
Total expenses before custodian fee credit 12,442,608 762,838
Custodian fee credit (174,912) (18,831)
------------------------------------------------------------------------------------------------------------------------------------
Net expenses 12,267,696 744,007
------------------------------------------------------------------------------------------------------------------------------------
Net investment income 90,627,363 4,235,549
------------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from investments 5,254,534 194,438
Change in net unrealized appreciation (depreciation) of investments (51,494,937) (2,487,916)
------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (46,240,403) (2,293,478)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations $ 44,386,960 $ 1,942,071
====================================================================================================================================
See accompanying notes to financial statements.
36
Statement of
CHANGES in NET ASSETS
MUNICIPAL VALUE (NUV) MUNICIPAL INCOME (NMI)
------------------------------- -----------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
10/31/07 10/31/06 10/31/07 10/31/06
------------------------------------------------------------------------------------------------------------------------------------
OPERATIONS
Net investment income $ 90,627,363 $ 91,775,181 $ 4,235,549 $ 4,289,299
Net realized gain (loss) from investments 5,254,534 5,082,823 194,438 60,517
Change in net unrealized appreciation (depreciation)
of investments (51,494,937) 45,688,581 (2,487,916) 1,228,860
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from operations 44,386,960 142,546,585 1,942,071 5,578,676
------------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income (91,397,947) (92,001,408) (4,153,499) (4,120,226)
From accumulated net realized gains (5,325,986) (3,977,174) -- --
------------------------------------------------------------------------------------------------------------------------------------
Decrease in net assets from distributions to shareholders (96,723,933) (95,978,582) (4,153,499) (4,120,226)
------------------------------------------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS
Net proceeds from shares issued to shareholders
due to reinvestment of distributions 907,357 -- 30,572 --
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets from
capital share transactions 907,357 -- 30,572 --
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets (51,429,616) 46,568,003 (2,180,856) 1,458,450
Net assets at the beginning of year 2,025,964,163 1,979,396,160 89,604,976 88,146,526
------------------------------------------------------------------------------------------------------------------------------------
Net assets at the end of year $1,974,534,547 $2,025,964,163 $87,424,120 $89,604,976
====================================================================================================================================
Undistributed (Over-distribution of) net
investment income at the end of year $ 2,963,811 $ 3,983,931 $ 279,483 $ 197,345
====================================================================================================================================
See accompanying notes to financial statements.
37
Notes to
FINANCIAL STATEMENTS
1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES
The funds (the "Funds") covered in this report and their corresponding New York
Stock Exchange symbols are Nuveen Municipal Value Fund, Inc. (NUV) and Nuveen
Municipal Income Fund, Inc. (NMI). The Funds are registered under the Investment
Company Act of 1940, as amended, as closed-end, diversified management
investment companies.
Each Fund seeks to provide current income exempt from regular federal income tax
by investing primarily in a diversified portfolio of municipal obligations
issued by state and local government authorities or certain U.S. territories.
The following is a summary of significant accounting policies followed by the
Funds in the preparation of their financial statements in accordance with U.S.
generally accepted accounting principles.
Investment Valuation
The prices of municipal bonds in each Fund's investment portfolio are provided
by a pricing service approved by the Fund's Board of Directors. When market
price quotes are not readily available (which is usually the case for municipal
securities), the pricing service may establish fair value based on yields or
prices of municipal bonds of comparable quality, type of issue, coupon, maturity
and rating, indications of value from securities dealers, evaluations of
anticipated cash flows or collateral and general market conditions. If the
pricing service is unable to supply a price for a municipal bond, each Fund may
use a market price or fair market value quote provided by a major broker/dealer
in such investments. If it is determined that the market price or fair market
value for an investment is unavailable or inappropriate, the Board of Directors
of the Funds, or its designee, may establish a fair value for the investment.
Temporary investments in securities that have variable rate and demand features
qualifying them as short-term investments are valued at amortized cost, which
approximates market value.
Investment Transactions
Investment transactions are recorded on a trade date basis. Realized gains and
losses from transactions are determined on the specific identification method.
Investments purchased on a when-issued/delayed delivery basis may have extended
settlement periods. Any investments so purchased are subject to market
fluctuation during this period. The Funds have instructed the custodian to
segregate assets with a current value at least equal to the amount of the
when-issued/delayed delivery purchase commitments. At October 31, 2007,
Municipal Value (NUV) and Municipal Income (NMI) had no such outstanding
purchase commitments.
Investment Income
Interest income, which includes the amortization of premiums and accretion of
discounts for financial reporting purposes, is recorded on an accrual basis.
Investment income also includes paydown gains and losses, if any.
Federal Income Taxes
Each Fund is a separate taxpayer for federal income tax purposes. Each Fund
intends to distribute substantially all net investment income and net capital
gains to shareholders and to otherwise comply with the requirements of
Subchapter M of the Internal Revenue Code applicable to regulated investment
companies. Therefore, no federal income tax provision is required. Furthermore,
each Fund intends to satisfy conditions which will enable interest from
municipal securities, which is exempt from regular federal income tax, to retain
such tax-exempt status when distributed to shareholders of the Funds. Net
realized capital gains and ordinary income distributions paid by the Funds are
subject to federal taxation.
Dividends and Distributions to Shareholders
Dividends from tax-exempt net investment income are declared monthly. Net
realized capital gains and/or market discount from investment transactions, if
any, are distributed to shareholders not less frequently than annually.
Furthermore, capital gains are distributed only to the extent they exceed
available capital loss carryforwards.
38
Distributions to shareholders of tax-exempt net investment income, net realized
capital gains and/or market discount, if any, are recorded on the ex-dividend
date. The amount and timing of distributions are determined in accordance with
federal income tax regulations, which may differ from U.S. generally accepted
accounting principles.
Inverse Floating Rate Securities
Each Fund may invest in inverse floating rate securities. An inverse floating
rate security is created by depositing a municipal bond, typically with a fixed
interest rate, into a special purpose trust created by a broker-dealer. In turn,
this trust (a) issues floating rate certificates, in face amounts equal to some
fraction of the deposited bond's par amount or market value, that typically pay
short-term tax-exempt interest rates to third parties, and (b) issues to a
long-term investor (such as one of the Funds) an inverse floating rate
certificate (sometimes referred to as an "inverse floater") that represents all
remaining or residual interest in the trust. The income received by the inverse
floater holder varies inversely with the short-term rate paid to the floating
rate certificates' holders, and in most circumstances the inverse floater holder
bears substantially all of the underlying bond's downside investment risk and
also benefits disproportionately from any potential appreciation of the
underlying bond's value. The price of an inverse floating rate security will be
more volatile than that of the underlying bond because the interest rate is
dependent on not only the fixed coupon rate of the underlying bond but also on
the short-term interest paid on the floating rate certificates, and because the
inverse floating rate security essentially bears the risk of loss of the greater
face value of the underlying bond.
A Fund may purchase an inverse floating rate security in a secondary market
transaction without first owning the underlying bond (referred to as an
"externally-deposited inverse floater"), or instead by first selling a
fixed-rate bond to a broker-dealer for deposit into the special purpose trust
and receiving in turn the residual interest in the trust (referred to as a
"self-deposited inverse floater"). A Fund may also enter into shortfall and
forbearance agreements (sometimes referred to as a "recourse trust" or "credit
recovery swap") with a broker-dealer by which a Fund agrees to reimburse the
broker-dealer, in certain circumstances, for the difference between the
liquidation value of the fixed-rate bond held by the trust and the liquidation
value of the floating rate certificates, as well as any shortfalls in interest
cash flows. The inverse floater held by a Fund gives the Fund the right (a) to
cause the holders of the floating rate certificates to tender their notes at
par, and (b) to have the broker transfer the fixed-rate bond held by the trust
to the Fund, thereby collapsing the trust. An investment in an
externally-deposited inverse floater is identified in the Portfolio of
Investments as an "Inverse floating rate investment". An investment in a
self-deposited inverse floater, recourse trust or credit recovery swap is
accounted for as a financing transaction in accordance with Statement of
Financial Accounting Standards (SFAS) No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities". In such
instances, a fixed-rate bond deposited into a special purpose trust is
identified in the Portfolio of Investments as an "Underlying bond of an inverse
floating rate trust", with the Fund accounting for the short-term floating rate
certificates issued by the trust as "Floating rate obligations" on the Statement
of Assets and Liabilities. In addition, the Fund reflects in Investment Income
the entire earnings of the underlying bond and accounts for the related interest
paid to the holders of the short-term floating rate certificates as "Interest
expense on floating rate obligations" in the Statement of Operations.
During the fiscal year ended October 31, 2007, each Fund invested in externally
deposited inverse floaters and/or self-deposited inverse floaters.
The average floating rate obligations outstanding and average annual interest
rate and fees related to self-deposited inverse floaters during the fiscal year
ended October 31, 2007, were as follows:
MUNICIPAL MUNICIPAL
VALUE (NUV) INCOME (NMI)
--------------------------------------------------------------------------------
Average floating rate obligations $19,623,479 $2,501,973
Average annual interest rate and fees 3.82% 3.85%
================================================================================
Custodian Fee Credit
The Fund has an arrangement with the custodian bank whereby certain custodian
fees and expenses are reduced by net credits earned on each Fund's cash on
deposit with the bank. Such deposit arrangements are an alternative to overnight
investment. Credits for cash balances may be offset by charges for any days on
which the Fund overdraws its account at the custodian bank.
Indemnifications
Under the Funds' organizational documents, their Officers and Directors are
indemnified against certain liabilities arising out of the performance of their
duties to the Funds. In addition, in the normal course of business, the Funds
enter into contracts that provide general indemnifications to other parties. The
Funds' maximum exposure under these arrangements is unknown as this would
involve future claims that may be made against the Funds that have not yet
occurred. However, the Funds have not had prior claims or losses pursuant to
these contracts and expect the risk of loss to be remote.
39
Notes to
FINANCIAL STATEMENTS (continued)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting period. Actual
results may differ from those estimates.
2. FUND SHARES
Transactions in shares were as follows:
MUNICIPAL VALUE (NUV) MUNICIPAL INCOME (NMI)
--------------------- ----------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
10/31/07 10/31/06 10/31/07 10/31/06
------------------------------------------------------------------------------------------------------------------
Shares issued to shareholders
due to reinvestment of distributions 87,922 -- 2,779 --
==================================================================================================================
3. INVESTMENT TRANSACTIONS
Purchases and sales (including maturities but excluding short-term investments)
during the fiscal year ended October 31, 2007, were as follows:
MUNICIPAL MUNICIPAL
VALUE (NUV) INCOME (NMI)
--------------------------------------------------------------------------------
Purchases $213,327,579 $8,400,725
Sales and maturities 189,309,557 5,733,612
================================================================================
4. INCOME TAX INFORMATION
The following information is presented on an income tax basis. Differences
between amounts for financial statement and federal income tax purposes are
primarily due to the treatment of paydown gains and losses, timing differences
in recognizing taxable market discount, timing differences in recognizing
certain gains and losses on investments transactions and the treatment of
investments in inverse floating rate transactions subject to SFAS No. 140. To
the extent that differences arise that are permanent in nature, such amounts are
reclassified within the capital accounts on the Statement of Assets and
Liabilities presented in the annual report, based on their federal tax basis
treatment; temporary differences do not require reclassification. Temporary and
permanent differences do not impact the net asset values of the Funds.
At October 31, 2007, the cost of investments was as follows:
MUNICIPAL MUNICIPAL
VALUE (NUV) INCOME (NMI)
--------------------------------------------------------------------------------
Cost of investments $1,844,084,112 $81,630,534
================================================================================
Gross unrealized appreciation and gross unrealized depreciation of investments
at October 31, 2007, were as follows:
MUNICIPAL MUNICIPAL
VALUE (NUV) INCOME (NMI)
--------------------------------------------------------------------------------
Gross unrealized:
Appreciation $133,653,762 $4,912,954
Depreciation (4,141,718) (668,367)
--------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)
of investments $129,512,044 $4,244,587
================================================================================
40
The tax components of undistributed net tax-exempt income, net ordinary income
and net long-term capital gains at October 31, 2007, the Funds' tax year end,
were as follows:
MUNICIPAL MUNICIPAL
VALUE (NUV) INCOME (NMI)
--------------------------------------------------------------------------------
Undistributed net tax-exempt income * $6,237,877 $529,435
Undistributed net ordinary income ** 333,473 --
Undistributed net long-term capital gains 5,504,256 --
================================================================================
* Undistributed net tax-exempt income (on a tax basis) has not been reduced
for the dividend declared on October 1, 2007, paid on November 1, 2007.
** Net ordinary income consists of taxable market discount income and net
short-term capital gains, if any.
The tax character of distributions paid during the Funds' tax years ended
October 31, 2007 and October 31, 2006, was designated for purposes of the
dividends paid deduction as follows:
MUNICIPAL MUNICIPAL
2007 VALUE (NUV) INCOME (NMI)
--------------------------------------------------------------------------------
Distributions from net tax-exempt income*** $91,261,636 $4,090,431
Distributions from net ordinary income ** 132,881 62,951
Distributions from net long-term capital gains**** 5,325,986 --
================================================================================
MUNICIPAL MUNICIPAL
2006 VALUE (NUV) INCOME (NMI)
--------------------------------------------------------------------------------
Distributions from net tax-exempt income $91,241,065 $4,121,849
Distributions from net ordinary income ** 760,342 14,605
Distributions from net long-term capital gains 3,977,174 --
================================================================================
** Net ordinary income consists of taxable market discount income and net
short-term capital gains, if any.
*** The Funds hereby designate these amounts paid during the fiscal year ended
October 31, 2007, as Exempt Interest Dividends.
**** The Funds hereby designate these amounts paid during the fiscal year ended
October 31, 2007, as long-term capital gain dividends pursuant to internal
Revenue Code Section 852(b)(3).
At October 31, 2007, the Funds' tax year end, Municipal Income (NMI) had unused
capital loss carryforwards of $7,947,268 available for federal income tax
purposes to be applied against future capital gains, if any. If not applied,
$6,864,744, $916,759 and $165,765 of the carryforward will expire in the years
2011, 2012 and 2013, respectively.
5. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Each Fund's management fee is separated into components - a complex-level
component, based on the aggregate amount of all fund assets managed by Nuveen
Asset Management (the "Adviser"), a wholly owned subsidiary of Nuveen
Investments, Inc. ("Nuveen"), a specific fund-level component, based only on the
amount of assets within each individual Fund, and for Municipal Value (NUV) a
gross interest income component. This pricing structure enables Nuveen fund
shareholders to benefit from growth in the assets within each individual fund as
well as from growth in the amount of complex-wide assets managed by the Adviser.
Municipal Value's (NUV) annual fund-level fee, payable monthly, at the rates set
forth below, are based upon the average daily net assets of the Fund as follows:
MUNICIPAL VALUE (NUV)
AVERAGE DAILY NET ASSETS FUND-LEVEL FEE RATE
--------------------------------------------------------------------------------
For the first $500 million .1500%
For the next $500 million .1250
For net assets over $1 billion .1000
================================================================================
In addition, Municipal Value (NUV) pays an annual management fee, payable
monthly, based on gross interest income (excluding interest on bonds underlying
a "self-deposited inverse floater" trust that is attributed to the Fund over and
above the net interest earned on the inverse floater itself) as follows:
MUNICIPAL VALUE (NUV)
GROSS INTEREST INCOME GROSS INCOME FEE RATE
--------------------------------------------------------------------------------
For the first $50 million 4.125%
For the next $50 million 4.000
For gross income over $100 million 3.875
================================================================================
41
Notes to
FINANCIAL STATEMENTS (continued)
Municipal Income's (NMI) annual fund-level fee, payable monthly, at the rates
set forth below, are based upon the average daily net assets of the Fund as
follows:
MUNICIPAL INCOME (NMI)
AVERAGE DAILY NET ASSETS FUND-LEVEL FEE RATE
--------------------------------------------------------------------------------
For the first $125 million .4500%
For the next $125 million .4375
For the next $250 million .4250
For the next $500 million .4125
For the next $1 billion .4000
For the next $3 billion .3875
For net assets over $5 billion .3750
================================================================================
The annual complex-level fee, payable monthly, which is additive to the
fund-level fee and Municipal Value's (NUV) gross interest income fee, for all
Nuveen sponsored funds in the U.S., is based on the aggregate amount of total
fund assets managed as stated in the table below. As of October 31, 2007, the
complex-level fee rate was .1828%.
Effective August 20, 2007, the complex-level fee schedule is as follows:
COMPLEX-LEVEL ASSET BREAKPOINT LEVEL(1) EFFECTIVE RATE AT BREAKPOINT LEVEL
--------------------------------------------------------------------------------
$55 billion .2000%
$56 billion .1996
$57 billion .1989
$60 billion .1961
$63 billion .1931
$66 billion .1900
$71 billion .1851
$76 billion .1806
$80 billion .1773
$91 billion .1691
$125 billion .1599
$200 billion .1505
$250 billion .1469
$300 billion .1445
================================================================================
42
Prior to August 20, 2007, the complex-level fee schedule was as follows:
COMPLEX-LEVEL ASSET BREAKPOINT LEVEL(1) EFFECTIVE RATE AT BREAKPOINT LEVEL
--------------------------------------------------------------------------------
$55 billion .2000%
$56 billion .1996
$57 billion .1989
$60 billion .1961
$63 billion .1931
$66 billion .1900
$71 billion .1851
$76 billion .1806
$80 billion .1773
$91 billion .1698
$125 billion .1617
$200 billion .1536
$250 billion .1509
$300 billion .1490
================================================================================
(1) The complex-level fee component of the management fee for the funds is
calculated based upon the aggregate Managed Assets ("Managed Assets" means
the average daily net assets of each fund including assets attributable to
preferred stock issued by or borrowings by the Nuveen funds) of
Nuveen-sponsored funds in the U.S.
The management fee compensates the Adviser for overall investment advisory and
administrative services and general office facilities. The Funds pay no
compensation directly to those of its Directors who are affiliated with the
Adviser or to its Officers, all of whom receive remuneration for their services
to the Funds from the Adviser or its affiliates. The Board of Directors has
adopted a deferred compensation plan for independent Directors that enables
Directors to elect to defer receipt of all or a portion of the annual
compensation they are entitled to receive from certain Nuveen advised funds.
Under the plan, deferred amounts are treated as though equal dollar amounts had
been invested in shares of select Nuveen advised funds.
Agreement and Plan of Merger
On June 20, 2007, Nuveen Investments announced that it had entered into a
definitive Agreement and Plan of Merger ("Merger Agreement") with Windy City
Investments, Inc. ("Windy City"), a corporation formed by investors led by
Madison Dearborn Partners, LLC ("Madison Dearborn"), pursuant to which Windy
City would acquire Nuveen Investments. Madison Dearborn is a private equity
investment firm based in Chicago, Illinois. The merger was consummated on
November 13, 2007.
The consummation of the merger was deemed to be an "assignment" (as that term is
defined in the Investment Company Act of 1940) of the investment management
agreement between each Fund and the Adviser, and resulted in the automatic
termination of each Fund's agreement. The Board of Directors of each Fund
considered and approved a new investment management agreement with the Adviser
at the same fee rate. The new ongoing agreement was approved by the shareholders
of each Fund and took effect on November 13, 2007.
The investors led by Madison Dearborn include an affiliate of Merrill Lynch. As
a result, Merrill Lynch is an indirect "affiliated person" (as that term is
defined in the Investment Company Act of 1940) of each Fund. Certain conflicts
of interest may arise as a result of such indirect affiliation. For example, the
Funds are generally prohibited from entering into principal transactions with
Merrill Lynch and its affiliates. The Adviser does not believe that any such
prohibitions or limitations as a result of Merrill Lynch's affiliation will
significantly impact the ability of the Funds to pursue their investment
objectives and policies.
6. NEW ACCOUNTING PRONOUNCEMENTS
Financial Accounting Standards Board Interpretation No. 48
On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48).
FIN 48 provides guidance regarding how uncertain tax positions should be
recognized, measured, presented and disclosed in the financial statements. FIN
48 requires the evaluation of tax positions taken or expected to be taken in the
course of preparing the Funds' tax returns to determine whether the tax
positions are "more-likely-than-not" of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not threshold
would be recorded as a tax benefit or expense in the current year. Adoption of
FIN 48 is required for fiscal years beginning after December 15, 2006, and is to
be applied to all open tax years as of the effective date. SEC guidance allows
funds to delay implementing FIN 48 into NAV calculations until the fund's last
NAV calculation in the first required financial statement reporting period. As a
result, the Funds must begin to incorporate FIN 48 into their NAV calculations
by April 30, 2008. At this time, management is continuing
43
Notes to
FINANCIAL STATEMENTS (continued)
to evaluate the implications of FIN 48 and does not expect the adoption of FIN
48 will have a significant impact on the net assets or results of operations of
the Funds.
Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 157 In September 2006, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 157, "Fair Value
Measurements." This standard establishes a single authoritative definition of
fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurements. SFAS No. 157 applies to
fair value measurements already required or permitted by existing standards.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The changes to current generally accepted accounting principles from the
application of this standard relate to the definition of fair value, the methods
used to measure fair value, and the expanded disclosures about fair value
measurements. As of October 31, 2007, management does not believe the adoption
of SFAS No. 157 will impact the financial statement amounts; however, additional
disclosures may be required about the inputs used to develop the measurements
and the effect of certain of the measurements included within the Statement of
Operations for the period.
7. SUBSEQUENT EVENTS
Distributions to Shareholders
The Funds declared dividend distributions from their tax-exempt net investment
income which were paid on December 3, 2007, to shareholders of record on
November 15, 2007, as follows:
MUNICIPAL MUNICIPAL
VALUE (NUV) INCOME (NMI)
--------------------------------------------------------------------------------
Dividend per share $.0390 $.0420
================================================================================
44
Financial
HIGHLIGHTS
45
Financial
HIGHLIGHTS
Selected data for a share outstanding throughout each period:
Investment Operations Less Distributions
------------------------------------ ------------------------------
Net Ending
Beginning Net Realized/ Net Net Ending
Net Asset Investment Unrealized Investment Capital Asset Market
Value Income Gain (Loss) Total Income Gains Total Value Value
===================================================================================================================================
MUNICIPAL VALUE (NUV)
-----------------------------------------------------------------------------------------------------------------------------------
Year Ended 10/31:
2007 $10.39 $.46 $(.23) $.23 $(.47) $(.03) $(.50) $10.12 $ 9.49
2006 10.15 .47 .26 .73 (.47) (.02) (.49) 10.39 10.16
2005 10.11 .47 .10 .57 (.47) (.06) (.53) 10.15 9.58
2004 9.92 .48 .26 .74 (.49) (.06) (.55) 10.11 9.36
2003 9.98 .49 (.01) .48 (.50) (.04) (.54) 9.92 9.12
MUNICIPAL INCOME (NMI)
-----------------------------------------------------------------------------------------------------------------------------------
Year Ended 10/31:
2007 11.04 .52 (.28) .24 (.51) -- (.51) 10.77 10.49
2006 10.86 .53 .16 .69 (.51) -- (.51) 11.04 10.50
2005 10.76 .54 .09 .63 (.53) -- (.53) 10.86 10.56
2004 10.41 .56 .32 .88 (.53) -- (.53) 10.76 10.08
2003 10.61 .54 (.15) .39 (.59) -- (.59) 10.41 9.64
===================================================================================================================================
Total Returns
---------------------
Based on
Based on Net
Market Asset
Value+ Value+
============================================
MUNICIPAL VALUE (NUV)
--------------------------------------------
Year Ended 10/31:
2007 (1.90)% 2.22%
2006 11.51 7.40
2005 8.25 5.73
2004 9.01 7.77
2003 3.66 4.90
MUNICIPAL INCOME (NMI)
--------------------------------------------
Year Ended 10/31:
2007 4.78 2.23
2006 4.42 6.50
2005 10.21 5.93
2004 10.34 8.69
2003 3.02 3.71
============================================
Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------
Ratios to Average Net Assets Ratios to Average Net Assets
Before Credit/Refund After Credit/Refund*
-------------------------------------- -------------------------------------
Ending
Net Expenses Expenses Net Expenses Expenses Net Portfolio
Assets Including Excluding Investment Including Excluding Investment Turnover
(000) Interest(a) Interest(a) Income Interest(a) Interest(a) Income Rate
===========================================================================================================================
MUNICIPAL VALUE (NUV)
---------------------------------------------------------------------------------------------------------------------------
Year Ended 10/31:
2007 $1,974,535 .62% .59% 4.53% .61% .58% 4.54% 10%
2006 2,025,964 .59 .59 4.60 .59 .59 4.61 6
2005 1,979,396 .60 .60 4.64 .60 .60 4.65 8
2004 1,971,925 .62 .62 4.83 .61 .61 4.84 13
2003 1,934,433 .64 .64 4.97 .64 .64 4.97 36
MUNICIPAL INCOME (NMI)
---------------------------------------------------------------------------------------------------------------------------
Year Ended 10/31:
2007 87,424 .86 .75 4.76 .84 .73 4.79 6
2006 89,605 .76 .76 4.83 .73 .73 4.86 6
2005 88,147 .78 .78 4.99 .77 .77 5.00 7
2004 87,324 .82 .82 5.28 .81 .81 5.28 14
2003 84,491 1.12 1.12 5.14 1.12 1.12 5.14 10
===========================================================================================================================
Floating Rate Obligations
at End of Period
-------------------------
Aggregate
Amount Asset
Outstanding Coverage
(000) Per $1,000
======================================================
MUNICIPAL VALUE (NUV)
------------------------------------------------------
Year Ended 10/31:
2007 $23,150 $86,293
2006 -- --
2005 -- --
2004 -- --
2003 -- --
MUNICIPAL INCOME (NMI)
------------------------------------------------------
Year Ended 10/31:
2007 2,965 30,485
2006 -- --
2005 -- --
2004 -- --
2003 -- --
======================================================
* After custodian fee credit and legal fee refund, where applicable.
+ Total Return on Market Value is the combination of changes in the market
price per share and the effect of reinvested dividend income and reinvested
capital gains distributions, if any, at the average price paid per share at
the time of reinvestment. The last dividend declared in the period, which
is typically paid on the first business day of the following month, is
assumed to be reinvested at the ending market price. The actual
reinvestment for the last dividend declared in the period takes place over
several days, and in some instances may not be based on the market price,
so the actual reinvestment price may be different from the price used in
the calculation. Total returns are not annualized.
Total Return on Net Asset Value is the combination of changes in net asset
value, reinvested dividend income at net asset value and reinvested capital
gains distributions at net asset value, if any. The last dividend declared
in the period, which is typically paid on the first business day of the
following month, is assumed to be reinvested at the ending net asset value.
The actual reinvest price for the last dividend declared in the period may
often be based on the Fund's market price (and not its net asset value),
and therefore may be different from the price used in the calculation.
Total returns are not annualized.
(a) Interest expense arises from the application of SFAS No. 140 to certain
inverse floating rate transactions entered into by the Fund as more fully
described in Footnote 1 - Inverse Floating Rate Securities.
See accompanying notes to financial statements.
46-47 spread
Board Members & Officers
The management of the Funds, including general supervision of the duties
performed for the Funds by the Adviser, is the responsibility of the Board
Members of the Funds. The number of board members of the Fund is currently set
at eight. None of the board members who are not "interested" persons of the
Funds has ever been a director or employee of, or consultant to, Nuveen or its
affiliates. The names and business addresses of the board members and officers
of the Funds, their principal occupations and other affiliations during the past
five years, the number of portfolios each oversees and other directorships they
hold are set forth below.
NAME, POSITION(S) HELD YEAR FIRST NUMBER PRINCIPAL
BIRTHDATE WITH THE FUNDS ELECTED OR OF PORTFOLIOS OCCUPATION(S)
& ADDRESS APPOINTED IN FUND COMPLEX INCLUDING OTHER
AND TERM(2) OVERSEEN BY DIRECTORSHIPS
BOARD MEMBER DURING PAST 5 YEARS
BOARD MEMBER WHO IS AN INTERESTED PERSON OF THE FUNDS:
[] TIMOTHY R. SCHWERTFEGER(1) Former director (1994-November 12,
3/28/49 Chairman of 1994 2007), Chairman (1996-June 30, 2007),
333 W. Wacker Drive the Board CLASS I - NUV 182 Non-Executive Chairman (July 1,
Chicago, IL 60606 and Board Member CLASS III - NMI 2007-November 12, 2007) and Chief
Executive Officer (1996-June 30, 2007)
of Nuveen Investments, Inc. and Nuveen
Asset Management and certain other
subsidiaries of Nuveen Investments,
Inc.; formerly, Director (1992-2006) of
Institutional Capital Corporation.
BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUNDS:
[] ROBERT P. BREMNER Private Investor and Management
8/22/40 Lead 1997 Consultant.
333 W. Wacker Drive Independent CLASS III - NUV 182
Chicago, IL 60606 Board member CLASS II - NMI
[] JACK B. EVANS President, The Hall-Perrine Foundation,
10/22/48 1999 a private philanthropic corporation
333 W. Wacker Drive Board member CLASS III - NUV 182 (since 1996); Director and Vice
Chicago, IL 60606 CLASS II - NMI Chairman, United Fire Group, a publicly
held company; Member of the Board of
Regents for the State of Iowa University
System; Director, Gazette Companies;
Life Trustee of Coe College and Iowa
College Foundation; Member of the
Advisory Council of the Department of
Finance in the Tippie College of
Business, University of Iowa; formerly,
Director, Alliant Energy; formerly,
Director, Federal Reserve Bank of
Chicago; formerly, President and Chief
Operating Officer, SCI Financial Group,
Inc., a regional financial services
firm.
[] WILLIAM C. HUNTER Dean, Tippie College of Business,
3/6/48 2004 University of Iowa (since July 2006);
333 W. Wacker Drive Board member CLASS II - NUV 182 formerly, Dean and Distinguished
Chicago, IL 60606 CLASS I - NMI Professor of Finance, School of Business
at the University of Connecticut
(2003-2006); previously, Senior Vice
President and Director of Research at
the Federal Reserve Bank of Chicago
(1995-2003); Director (since 1997),
Credit Research Center at Georgetown
University; Director (since 2004) of
Xerox Corporation; Director, SS&C
Technologies, Inc. (May 2005-October
2005).
48
NAME, POSITION(S) HELD YEAR FIRST NUMBER PRINCIPAL
BIRTHDATE WITH THE FUNDS ELECTED OR OF PORTFOLIOS OCCUPATION(S)
& ADDRESS APPOINTED IN FUND COMPLEX INCLUDING OTHER
AND TERM(2) OVERSEEN BY DIRECTORSHIPS
BOARD MEMBER DURING PAST 5 YEARS
BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUNDS:
[] DAVID J. KUNDERT Director, Northwestern Mutual Wealth
10/28/42 2005 Management Company; Retired (since 2004)
333 W. Wacker Drive Board member CLASS II - NUV 180 as Chairman, JPMorgan Fleming Asset
Chicago, IL 60606 CLASS I - NMI Management, President and CEO, Banc One
Investment Advisors Corporation, and
President, One Group Mutual Funds; prior
thereto, Executive Vice President, Banc
One Corporation and Chairman and CEO,
Banc One Investment Management Group;
Member, Board of Regents, Luther
College; member of the Wisconsin Bar
Association; member of Board of
Directors, Friends of Boerner Botanical
Gardens; member of Board of Directors,
Milwaukee Repertory Theater.
[] WILLIAM J. SCHNEIDER Chairman of Miller-Valentine Partners
9/24/44 1997 Ltd., a real estate investment company,
333 W. Wacker Drive Board member CLASS III - NUV 182 formerly, Senior Partner and Chief
Chicago, IL 60606 CLASS II - NMI Operating Officer (retired, 2004);
Director, Dayton Development Coalition;
formerly, Member, Business Advisory
Council, Cleveland Federal Reserve Bank.
[] JUDITH M. STOCKDALE Executive Director, Gaylord and Dorothy
12/29/47 1997 Donnelley Foundation (since 1994); prior
333 W. Wacker Drive Board member CLASS I - NUV 182 thereto, Executive Director, Great Lakes
Chicago, IL 60606 CLASS III - NMI Protection Fund (from 1990 to 1994).
[] CAROLE E. STONE Director, Chicago Board Options Exchange
6/28/47 2007 (since 2006); Chair New York Racing
333 West Wacker Drive Board member CLASS I - NUV 182 Association Oversight Board (since
Chicago, IL 60606 CLASS III - NMI 2005); Commissioner, New York State
Commission on Public Authority Reform
(since 2005); formerly Director, New
York State Division of the Budget
(2000-2004), Chair, Public Authorities
Control Board (2000-2004) and Director,
Local Government Assistance Corporation
(2000-2004).
49
NAME, POSITION(S) HELD YEAR FIRST NUMBER PRINCIPAL
BIRTHDATE WITH THE FUNDS ELECTED OR OF PORTFOLIOS OCCUPATION(S)
AND ADDRESS APPOINTED(4) IN FUND COMPLEX DURING PAST 5 YEARS
OVERSEEN
BY OFFICER
OFFICERS OF THE FUND:
[] GIFFORD R. ZIMMERMAN Managing Director (since 2002),
9/9/56 Chief Assistant Secretary and Associate
333 W. Wacker Drive Administrative 1988 182 General Counsel, formerly, Vice
Chicago, IL 60606 Officer President and Assistant General Counsel,
of Nuveen Investments, LLC; Managing
Director (since 2002), Associate General
Counsel and Assistant Secretary, of
Nuveen Asset Management; Vice President
and Assistant Secretary of NWQ
Investment Management Company, LLC.
(since 2002), Nuveen Investments
Advisers Inc. (since 2002), Symphony
Asset Management LLC, and NWQ Investment
Management Company, LLC (since 2003),
Tradewinds Global Investors, LLC, and
Santa Barbara Asset Management, LLC
(since 2006); Nuveen HydePark Group LLC
and Richards & Tierney, Inc. (since
2007); Managing Director, Associate
General Counsel and Assistant Secretary
of Rittenhouse Asset Management, Inc.
(since 2003); Managing Director (since
2004) and Assistant Secretary (since
1994) of Nuveen Investments, Inc.,
Assistant Secretary (since 2003) of
Symphony Asset Management LLC.
[] WILLIAMS ADAMS IV Executive Vice President, U.S.
6/9/55 Structured Products of Nuveen
333 West Wacker Drive Vice President 2007 120 Investments, LLC, (since 1999), prior
Chicago, IL 60606 thereto, Managing Director of Structured
Investments.
[] JULIA L. ANTONATOS Managing Director (since 2005), formerly
9/22/63 Vice President (since 2002) of Nuveen
333 W. Wacker Drive Vice President 2004 182 Investments, LLC; Chartered Financial
Chicago, IL 60606 Analyst.
[] CEDRIC H. ANTOSIEWICZ Managing Director, (since 2004)
1/11/62 previously, Vice President (1993-2004)
333 W. Wacker Drive Vice President 2007 120 of Nuveen Investments, LLC.
Chicago, IL 60606
[] MICHAEL T. ATKINSON Vice President (since 2002) of Nuveen
2/3/66 Vice President Investments, LLC.
333 W. Wacker Drive and Assistant 2000 182
Chicago, IL 60606 Secretary
[] PETER H. D'ARRIGO Vice President and Treasurer of Nuveen
11/28/67 Investments, LLC and Nuveen Investments,
333 W. Wacker Drive Vice President 1999 182 Inc.; Vice President and Treasurer of
Chicago, IL 60606 Nuveen Asset Management (since 2002),
Nuveen Investments Advisers Inc. (since
2002); NWQ Investment Management
Company, LLC. (since 2002); Rittenhouse
Asset Management, Inc. (since 2003),
Tradewinds NWQ Global Investors, LLC
(since 2006), Santa Barbara Asset
Management, LLC (since 2006) and Nuveen
HydePark Group, LLC and Richards
&Tierney, Inc. (since 2007); Treasurer
of Symphony Asset Management LLC (since
2003); formerly, Vice President and
Treasurer (1999-2004) of Nuveen Advisory
Corp. and Nuveen Institutional Advisory
Corp.(3), Chartered Financial Analyst.
[] LORNA C. FERGUSON Managing Director (since 2004),
10/24/45 formerly, Vice President of Nuveen
333 W. Wacker Drive Vice President 1998 182 Investments, LLC, Managing Director
Chicago, IL 60606 (2004) formerly, Vice President
(1998-2004) of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.(3);
Managing Director (since 2005) of Nuveen
Asset Management.
[] WILLIAM M. FITZGERALD Managing Director (since 2002),
3/2/64 formerly, Vice President of Nuveen
333 W. Wacker Drive Vice President 1995 182 Investments, LLC; Managing Director
Chicago, IL 60606 (1997-2004) of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.(3);
Managing Director (since 2001) of Nuveen
Asset Management; Vice President (since
2002) of Nuveen Investments Advisers
Inc.; Chartered Financial Analyst.
50
NAME, POSITION(S) HELD YEAR FIRST NUMBER PRINCIPAL
BIRTHDATE WITH THE FUNDS ELECTED OR OF PORTFOLIOS OCCUPATION(S)
AND ADDRESS APPOINTED(4) IN FUND COMPLEX DURING PAST 5 YEARS
OVERSEEN
BY OFFICER
OFFICERS OF THE FUND:
[] STEPHEN D. FOY Vice President (since 1993) and Funds
5/31/54 Vice President Controller (since 1998) of Nuveen
333 W. Wacker Drive and Controller 1998 182 Investments, LLC; formerly, Vice
Chicago, IL 60606 President and Funds Controller
(1998-2004) of Nuveen Investments, Inc.;
Certified Public Accountant.
[] WALTER M. KELLY Vice President (since 2006) formerly,
2/24/70 Chief Compliance Assistant Vice President and Assistant
333 West Wacker Drive Officer and 2003 182 General Counsel (2003-2006) of Nuveen
Chicago, IL 60606 Vice President Investments, LLC; Assistant Vice
President and Assistant Secretary of the
Nuveen Funds (2003-2006); previously,
Associate (2001-2003) at the law firm of
Vedder, Price, Kaufman & Kammholz.
[] DAVID J. LAMB Vice President (since 2000) of Nuveen
3/22/63 Investments, LLC; Certified Public
333 W. Wacker Drive Vice President 2000 182 Accountant.
Chicago, IL 60606
[] TINA M. LAZAR Vice President of Nuveen Investments, LLC
8/27/61 (since 1999).
333 W. Wacker Drive Vice President 2002 182
Chicago, IL 60606
[] LARRY W. MARTIN Vice President, Assistant Secretary and
7/27/51 Vice President Assistant General Counsel of Nuveen
333 W. Wacker Drive and Assistant 1988 182 Investments, LLC; formerly, Vice
Chicago, IL 60606 Secretary President and Assistant Secretary of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.(3); Vice
President (since 2005) and Assistant
Secretary of Nuveen Investments, Inc.;
Vice President (since 2005) and
Assistant Secretary (since 1997) of
Nuveen Asset Management; Vice President
(since 2000), Assistant Secretary and
Assistant General Counsel (since 1998)
of Rittenhouse Asset Management, Inc.;
Vice President and Assistant Secretary
of Nuveen Investments Advisers Inc.
(since 2002); NWQ Investment Management
Company, LLC (since 2002), Symphony
Asset Management LLC (since 2003),
Tradewinds Global Investors, LLC, Santa
Barbara Asset Management LLC (since
2006) and of Nuveen HydePark Group, LLC
and Richards &Tierney, Inc. (since
2007).
[] KEVIN J. MCCARTHY Vice President, Nuveen Investments, LLC
3/26/66 Vice President (since 2007); Vice President, and
333 W. Wacker Drive and Secretary 2007 182 Assistant Secretary, Nuveen Asset
Chicago, IL 60606 Management, Rittenhouse Asset
Management, Inc., Nuveen Investment
Advisers Inc., Nuveen Investment
Institutional Services Group LLC, NWQ
Investment Management Company, LLC,
Tradewinds Global Investors LLC,
NWQHoldings, LLC, Symphony Asset
Management LLC, Santa Barbara Asset
Management LLC, Nuveen HydePark Group,
LLC and Richards &Tierney, Inc. (since
2007); Vice President and Assistant
General Counsel, Nuveen Investments,
Inc. (since 2007). prior thereto,
Partner, Bell, Boyd & Lloyd LLP
(1997-2007).
[] JOHN V. MILLER Managing Director (since 2007),
4/10/67 formerly, Vice President (2002-2007) of
333 W. Wacker Drive Vice President 2007 182 Nuveen Investments, LLC; Chartered
Chicago, IL 60606 Financial Analyst.
[] JAMES F. RUANE Vice President, Nuveen Investments since
7/3/62 Vice President 2007; prior thereto, Partner, Deloitte &
333 W. Wacker Drive and Assistant 2007 182 Touche USA LLP (since 2005), formerly,
Chicago, IL 60606 Secretary senior tax manager (since 2002);
Certified Public Accountant.
(1) Mr. Schwertfeger is an "interested person" of the Funds, as defined in the
Investment Company Act of 1940, by reason of being the former Chairman and
Chief Executive Officer of Nuveen Investments, Inc. and having previously
served in various other capacities with Nuveen Investments, Inc. and its
subsidiaries. It is expected that Mr. Schwertfeger will resign from the
Board of Trustees by the end of the second quarter of 2008.
(2) Board Members serve three year terms. The Board of Trustees is divided into
three classes. Class I, Class II, and Class III, with each being elected to
serve until the third succeeding annual shareholders' meeting subsequent to
its election or thereafter in each case when its respective successors are
duly elected or appointed. The first year elected or appointed represents
the year in which the board member was first elected or appointed to any
fund in the Nuveen Complex.
(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were
reorganized into Nuveen Asset Management, effective January 1, 2005.
(4) Officers serve one year terms through July of each year. The year first
elected or appointed represents the year in which the Officer was first
elected or appointed to any fund in the Nuveen Complex.
51
Annual Investment
Management Agreement
APPROVAL PROCESS
The Board Members are responsible for overseeing the performance of the
investment adviser to the Funds and determining whether to continue the advisory
arrangements. At the annual review meeting held on May 21, 2007 (the "May
Meeting"), the Board Members of the Funds, including the Independent Board
Members, unanimously approved the continuance of the Investment Management
Agreement between each Fund (each, a "Fund") and Nuveen Asset Management
("NAM"). The foregoing Investment Management Agreements with NAM are hereafter
referred to as the "Original Investment Management Agreements."
Subsequent to the May Meeting, Nuveen Investments, Inc. ("Nuveen"), the parent
company of NAM, entered into a merger agreement providing for the acquisition of
Nuveen by Windy City Investments, Inc., a corporation formed by investors led by
Madison Dearborn Partners, LLC ("MDP"), a private equity investment firm (the
"Transaction"). Each Original Investment Management Agreement, as required by
Section 15 of the Investment Company Act of 1940 (the "1940 Act"), provides for
its automatic termination in the event of its "assignment" (as defined in the
1940 Act). Any change in control of the adviser is deemed to be an assignment.
The consummation of the Transaction will result in a change of control of NAM as
well as its affiliated sub-advisers and therefore cause the automatic
termination of each Original Investment Management Agreement, as required by the
1940 Act. Accordingly, in anticipation of the Transaction, at a meeting held on
July 31, 2007 (the "July Meeting"), the Board Members, including the Independent
Board Members, unanimously approved new Investment Management Agreements (the
"New Investment Management Agreements") with NAM on behalf of each Fund to take
effect immediately after the Transaction or shareholder approval of the new
advisory contracts, whichever is later. The 1940 Act also requires that each New
Investment Management Agreement be approved by the respective Fund's
shareholders in order for it to become effective. Accordingly, to ensure
continuity of advisory services, the Board Members, including the Independent
Board Members, unanimously approved Interim Investment Management Agreements to
take effect upon the closing of the Transaction if shareholders have not yet
approved the New Investment Management Agreements.
Because the information provided and considerations made at the annual review
continue to be relevant with respect to the evaluation of the New Investment
Management Agreements, the Board considered the foregoing as part of its
deliberations of the New Investment Management Agreements. Accordingly, as
indicated, the discussions immediately below outline the materials and
information presented to the Board in connection with the Board's prior annual
review and the analysis undertaken and the conclusions reached by Board Members
when determining to continue the Original Investment Management Agreements.
I. APPROVAL OF THE ORIGINAL INVESTMENT MANAGEMENT AGREEMENTS
During the course of the year, the Board received a wide variety of materials
relating to the services provided by NAM and the performance of the Funds. At
each of its quarterly meetings, the Board reviewed investment performance and
various matters relating to the operations of the Funds and other Nuveen funds,
including the compliance program, shareholder services, valuation, custody,
distribution and other information relating to the nature, extent and quality of
services provided by NAM. Between the regularly scheduled quarterly meetings,
the Board Members received information on particular matters as the need arose.
In preparation for their considerations at the May Meeting, the Independent
Board Members received extensive materials, well in advance of the meeting,
which outlined or are related to, among other things:
[] the nature, extent and quality of services provided by NAM;
[] the organization and business operations of NAM, including the
responsibilities of various departments and key personnel;
52
[] each Fund's past performance as well as the Fund's performance compared to
funds with similar investment objectives based on data and information
provided by an independent third party and to customized benchmarks;
[] the profitability of Nuveen and certain industry profitability analyses for
unaffiliated advisers;
[] the expenses of Nuveen in providing the various services;
[] the advisory fees and total expense ratios of each Fund, including
comparisons of such fees and expenses with those of comparable,
unaffiliated funds based on information and data provided by an independent
third party (the "Peer Universe") as well as compared to a subset of funds
within the Peer Universe (the "Peer Group") of the respective Fund (as
applicable);
[] the advisory fees NAM assesses to other types of investment products or
clients;
[] the soft dollar practices of NAM, if any; and
[] from independent legal counsel, a legal memorandum describing among other
things, applicable laws, regulations and duties in reviewing and approving
advisory contracts.
At the May Meeting, NAM made a presentation to, and responded to questions from,
the Board. Prior to and after the presentations and reviewing the written
materials, the Independent Board Members met privately with their legal counsel
to review the Boardduties in reviewing advisory contracts and considering the
renewal of the advisory contracts. The Independent Board Members, in
consultation with independent counsel, reviewed the factors set out in judicial
decisions and Securities and Exchange Commission ("SEC") directives relating to
the renewal of advisory contracts. As outlined in more detail below, the Board
Members considered all factors they believed relevant with respect to each Fund,
including, but not limited to, the following: (a) the nature, extent and quality
of the services to be provided by NAM; (b) the investment performance of the
Fund and NAM; (c) the costs of the services to be provided and profits to be
realized by Nuveen and its affiliates; (d) the extent to which economies of
scale would be realized; and (e) whether fee levels reflect those economies of
scale for the benefit of the Fund's investors. In addition, as noted, the Board
Members met regularly throughout the year to oversee the Funds. In evaluating
the Original Investment Management Agreements, the Board Members also relied
upon their knowledge of NAM, its services and the Funds resulting from their
meetings and other interactions throughout the year. It is with this background
that the Board Members considered each Original Investment Management Agreement.
A. NATURE, EXTENT AND QUALITY OF SERVICES
In considering the renewal of the Original Investment Management Agreements, the
Board Members considered the nature, extent and quality of NAM's services. The
Board Members reviewed materials outlining, among other things, Nuveen's
organization and business; the types of services that NAM or its affiliates
provide and are expected to provide to the Funds; the performance record of the
applicable Fund (as described in further detail below); and, any initiatives
Nuveen had taken for the municipal fund product line. As noted, at the annual
review, the Board Members were already familiar with the organization,
operations and personnel of NAM due to the Board Members' experience in
governing the respective Funds and working with NAM on matters relating to the
Funds. With respect to personnel, the Board Members recognized NAM's investment
in additional qualified personnel throughout the various groups in the
organization and recommended to NAM that it continue to review staffing needs as
necessary. In addition, the Board Members reviewed materials describing the
current status and, in particular, the developments in 2006 with respect to
NAM's investment process, investment strategies (including additional tools used
in executing such strategies), personnel (including portfolio management and
research teams), trading process, hedging activities, risk management operations
(e.g., reviewing credit quality, duration limits, and derivatives use, as
applicable), and investment operations (such as enhancements to trading
procedures, pricing procedures, and client services). The Board Members
recognized NAM's investment of resources and efforts to continue to enhance and
refine its investment process.
53
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
In addition to advisory services, the Independent Board Members considered the
quality of administrative and non-advisory services provided by NAM and noted
that NAM and its affiliates provide the Funds with a wide variety of services
and officers and other personnel as are necessary for the operations of the
Funds, including:
[] product management;
[] fund administration;
[] oversight by shareholder services and other fund service providers;
[] administration of Board relations;
[] regulatory and portfolio compliance; and
[] legal support.
As the Funds operate in a highly regulated industry and given the importance of
compliance, the Board Members considered, in particular, Nuveen's compliance
activities for the Funds and enhancements thereto. In this regard, the Board
Members recognized the quality of Nuveen's compliance team. The Board Members
further noted Nuveen's negotiations with other service providers and the
corresponding reduction in certain service providers' fees at the May Meeting.
In addition to the foregoing services, the Board Members also noted the
additional services that NAM or its affiliates provide to Nuveen's closed-end
funds, including, in particular, its secondary market support activities. The
Board Members recognized Nuveen's continued commitment to supporting the
secondary market for the common shares of its closed-end funds through a variety
of programs designed to raise investor and analyst awareness and understanding
of closed-end funds. These efforts include:
[] maintaining shareholder communications;
[] providing advertising for the Nuveen closed-end funds;
[] maintaining its closed-end fund website;
[] maintaining continual contact with financial advisers;
[] providing educational symposia;
[] conducting research with investors and financial analysis regarding
closed-end funds; and
[] evaluating secondary market performance.
With respect to the Nuveen closed-end funds that utilize leverage through the
issuance of preferred shares ("Preferred Shares"), the Board Members noted
Nuveen's continued support for the holders of Preferred Shares by, among other
things:
[] maintaining an in-house trading desk;
[] maintaining a product manager for the Preferred Shares;
[] developing distribution for Preferred Shares with new market participants;
[] maintaining an orderly auction process;
[] managing leverage and risk management of leverage; and
[] maintaining systems necessary to test compliance with rating agency
criteria.
Based on their review, the Board Members found that, overall, the nature, extent
and quality of services provided (and expected to be provided) to the respective
Funds under the Original Investment Management Agreements were satisfactory.
54
B. THE INVESTMENT PERFORMANCE OF THE FUNDS AND NAM
At the May Meeting, the Board considered the investment performance for each
Fund, including the Fund's historic performance as well as its performance
compared to funds with similar investment objectives (the "Performance Peer
Group") based on data provided by an independent third party (as described
below). The Board Members also reviewed the respective Fund's portfolio level
performance (which does not reflect fund level fees and expenses, and leverage)
against customized benchmarks, described in further detail below.
In evaluating the performance information during the annual review at the May
Meeting, in certain instances, the Board Members noted that the closest
Performance Peer Group for a fund may not adequately reflect such fund's
investment objectives and strategies, thereby limiting the usefulness of the
comparisons of such fund's performance with that of the Performance Peer Group.
With respect to state-specific municipal funds, the Board Members also
recognized that certain funds do not have a corresponding state-specific
Performance Peer Group in which case their performance is measured against a
more general municipal category for various states. With respect to municipal
closed-end funds, funds that do not have corresponding state-specific
Performance Peer Groups are from states other than New York, California,
Florida, New Jersey, Michigan and Pennsylvania. However, with respect to funds
based in Florida, New Jersey, Michigan and Pennsylvania, the peer group may be
so small or the Nuveen funds may dominate the category to such an extent that
performance information for such funds was also compared to the more general
category for all states (other than New York and California).
The Board Members reviewed performance information including, among other
things, total return information compared with the Fund's Performance Peer Group
for the one-, three- and five-year periods (as applicable) ending December 31,
2006. The Board Members also reviewed the Fund's portfolio level performance
(which does not reflect fund level fees and expenses, and leverage) compared to
customized portfolio level benchmarks for the one- and three-year periods ending
December 31, 2006 (as applicable). The analysis was used to assess the efficacy
of investment decisions against appropriate measures of risk and total return,
within specific market segments. This information supplemented the Fund
performance information provided to the Board at each of its quarterly meetings.
Based on their review, the Board Members determined that each Fund's investment
performance over time had been satisfactory, subject to the following. With
respect to various municipal closed-end funds, the Board Members noted relative
total return underperformance in recent years compared to peers. The Board
Members reviewed materials and discussed with NAM the factors contributing to
the shift in performance including, among other things, the degree of risk
undertaken by peers compared to the municipal closed-end funds (such as through
the increased use of leverage or taking concentrated positions in high risk
credits). In addition, the Board Members also considered a fund's dividend
performance and the extent of any secondary market discounts. The Board Members
noted NAM's efforts to evaluate the factors affecting performance and determine
whether modification to a fund's investment strategy is necessary or
appropriate, and concluded that they were satisfied with the steps being taken.
C. FEES, EXPENSES AND PROFITABILITY
1. FEES AND EXPENSES
During the annual review, in evaluating the management fees and expenses of
a Fund, the Board reviewed, among other things, the Fund's advisory fees
(net and gross management fees) and total expense ratios (before and after
expense reimbursements and/or waivers) in absolute terms as well as
comparisons to the gross management fees (before waivers), net management
fees (after waivers) and total expense ratios (before and after waivers) of
comparable funds in the Peer Universe and the Peer Group. In reviewing the
fee schedule for a Fund, the Board Members considered the fund-level and
complex-wide breakpoint schedules (described in further detail below) and
any fee waivers and reimbursements provided by Nuveen (applicable, in
particular, for certain funds launched since 1999). The Board Members
further reviewed data regarding the construction of Peer Groups as well as
the methods of measurement for the fee and expense analysis and the
performance analysis. In certain cases, due to the small number of peers in
the Peer Universe, the Peer Universe and Peer Group had significant overlap
or even consisted entirely of the same unaffiliated funds. In reviewing the
comparisons of fee and expense information, the Board Members recognized
that in certain cases, the fund size relative to peers, the small size and
odd composition of the Peer Group (including differences
55
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
in objectives and strategies), expense anomalies, timing of information
used or other factors impacting the comparisons thereby limited some of the
usefulness of the comparative data. The Board Members also considered the
differences in the use of leverage. Based on their review of the fee and
expense information provided, the Board Members determined that each Fund's
net total expense ratio was within an acceptable range compared to peers.
2. COMPARISONS WITH THE FEES OF OTHER CLIENTS
At the annual review, the Board Members further reviewed data comparing the
advisory fees of NAM with fees NAM charges to other clients. With respect
to municipal funds, such clients include NAM's municipal separately managed
accounts. In general, the advisory fees charged for separate accounts are
somewhat lower than the advisory fees assessed to the Funds. The Board
Members considered the differences in the product types, including, but not
limited to, the services provided, the structure and operations, product
distribution and costs thereof, portfolio investment policies, investor
profiles, account sizes and regulatory requirements. The Board Members
noted, in particular, that the range of services provided to the Funds (as
discussed above) is much more extensive than that provided to separately
managed accounts. As described in further detail above, such additional
services include, but are not limited to: product management, fund
administration, oversight of third party service providers, administration
of Board relations, and legal support. The Board Members noted that the
Funds operate in a highly regulated industry requiring extensive compliance
functions compared to other investment products. Given the inherent
differences in the products, particularly the extensive services provided
to the Funds, the Board Members believe such facts justify the different
levels of fees.
3. PROFITABILITY OF NUVEEN
In conjunction with its review of fees, the Board Members also considered
the profitability of Nuveen for its advisory activities (which incorporated
Nuveen's wholly-owned affiliated sub-advisers) and its financial condition.
At the annual review, the Board Members reviewed the revenues and expenses
of Nuveen's advisory activities for the last three years, the allocation
methodology used in preparing the profitability data as well as the 2006
Annual Report for Nuveen. The Board Members noted this information
supplemented the profitability information requested and received during
the year to help keep them apprised of developments affecting profitability
(such as changes in fee waivers and expense reimbursement commitments). In
this regard, the Board Members noted the enhanced dialogue and information
regarding profitability with NAM during the year, including more frequent
meetings and updates from Nuveen's corporate finance group. The Board
Members also reviewed data comparing Nuveen's profitability with other fund
sponsors prepared by three independent third party service providers as
well as comparisons of the revenues, expenses and profit margins of various
unaffiliated management firms with similar amounts of assets under
management prepared by Nuveen.
In reviewing profitability, the Board Members recognized the subjective
nature of determining profitability which may be affected by numerous
factors, including the allocation of expenses. Further, the Board Members
recognized the difficulties in making comparisons as the profitability of
other advisers generally is not publicly available and the profitability
information that is available for certain advisers or management firms may
not be representative of the industry and may be affected by, among other
things, the adviser's particular business mix, capital costs, types of
funds managed and expense allocations.
Notwithstanding the foregoing, the Board Members reviewed Nuveen's methodology
and assumptions for allocating expenses across product lines to determine
profitability. Last year, the Board Members also designated an Independent Board
Member as a point person for the Board to review the methodology determinations
during the year and any refinements thereto, which relevant information produced
from such process was reported to the full Board. In reviewing profitability,
the Board Members recognized Nuveen's increased investment in its fund business.
Based on its review, the Board Members concluded that Nuveen's level of
profitability for its advisory activities was reasonable in light of the
services provided.
In evaluating the reasonableness of the compensation, the Board Members also
considered other amounts paid to NAM by the Funds as well as any indirect
benefits (such as soft dollar arrangements, if any) NAM and its affiliates
receive, or are expected to receive, that are directly attributable to the
management of the
56
Funds, if any. See Section E below for additional information on indirect
benefits NAM may receive as a result of its relationship with the Funds. Based
on their review of the overall fee arrangements of each Fund, the Board Members
determined that the advisory fees and expenses of the Funds were reasonable.
D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
With respect to economies of scale, the Board Members recognized the potential
benefits resulting from the costs of a Fund being spread over a larger asset
base. To help ensure the shareholders share in these benefits, the Board Members
reviewed and considered the breakpoints in the advisory fee schedules that
reduce advisory fees. In addition to advisory fee breakpoints, the Board also
approved a complex-wide fee arrangement in 2004. Pursuant to the complex-wide
fee arrangement, the fees of the funds in the Nuveen complex, including the
Funds, are reduced as the assets in the fund complex reach certain levels. In
evaluating the complex-wide fee arrangement, the Board Members noted that the
last complex-wide asset level breakpoint for the complex-wide fee schedule was
at $91 billion and that the Board Members anticipated further review and/or
negotiations prior to the assets of the Nuveen complex reaching such threshold.
Based on their review, the Board Members concluded that the breakpoint schedule
and complex-wide fee arrangement were acceptable and desirable in providing
benefits from economies of scale to shareholders, subject to further evaluation
of the complex-wide fee schedule as assets in the complex increase. See Section
II, Paragraph D - "Approval of the New Investment Management Agreements -
Economies of Scale and Whether Fee Levels Reflect These Economies of Scale" for
information regarding subsequent modifications to the complex-wide fee.
E. INDIRECT BENEFITS
In evaluating fees, the Board Members also considered any indirect benefits or
profits NAM or its affiliates may receive as a result of its relationship with
each Fund. With respect to closed-end funds, the Board Members considered the
revenues received by affiliates of NAM for serving as agent at Nuveen's
preferred trading desk and for serving as a co-manager in the initial public
offering of new closed-end exchange traded funds.
In addition to the above, the Board Members considered whether NAM received any
benefits from soft dollar arrangements whereby a portion of the commissions paid
by a Fund for brokerage may be used to acquire research that may be useful to
NAM in managing the assets of the Funds and other clients. With respect to NAM,
the Board Members noted that NAM does not currently have any soft dollar
arrangements; however, to the extent certain bona fide agency transactions that
occur on markets that traditionally trade on a principal basis and riskless
principal transactions are considered as generating "commissions," NAM intends
to comply with the applicable safe harbor provisions.
Based on their review, the Board Members concluded that any indirect benefits
received by NAM as a result of its relationship with the Funds were reasonable
and within acceptable parameters.
F. OTHER CONSIDERATIONS
The Board Members did not identify any single factor discussed previously as
all-important or controlling in their considerations to continue an advisory
contract. The Board Members, including the Independent Board Members,
unanimously concluded that the terms of the Original Investment Management
Agreements are fair and reasonable, that NAM's fees are reasonable in light of
the services provided to each Fund and that the renewal of the Original
Investment Management Agreements be approved.
II. APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENTS
Following the May Meeting, the Board Members were advised of the potential
Transaction. As noted above, the completion of the Transaction would terminate
each of the Original Investment Management Agreements. Accordingly, at the July
Meeting, the Board of each Fund, including the Independent Board Members,
unanimously approved the New Investment Management Agreements on behalf of the
respective Funds. Leading up to the July Meeting, the Board Members had several
meetings and deliberations with and without Nuveen management present, and with
the advice of legal counsel, regarding the proposed Transaction as outlined
below.
On June 8, 2007, the Board Members held a special telephonic meeting to discuss
the proposed Transaction. At that meeting, the Board Members established a
special ad hoc committee comprised solely of Independent Board Members to focus
on the Transaction and to keep the Independent Board Members
57
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
updated with developments regarding the Transaction. On June 15, 2007, the ad
hoc committee discussed with representatives of NAM the Transaction and
modifications to the complex-wide fee schedule that would generate additional
fee savings at specified levels of complex-wide asset growth. Following the
foregoing meetings and several subsequent telephonic conferences among
Independent Board Members and independent counsel, and between Independent Board
Members and representatives of Nuveen, the Board met on June 18, 2007 to further
discuss the proposed Transaction. Immediately prior to and then again during the
June 18, 2007 meeting, the Independent Board Members met privately with their
independent legal counsel. At that meeting, the Board met with representatives
of MDP, of Goldman Sachs, Nuveen's financial adviser in the Transaction, and of
the Nuveen Board to discuss, among other things, the history and structure of
MDP, the terms of the proposed Transaction (including the financing terms), and
MDP's general plans and intentions with respect to Nuveen (including with
respect to management, employees, and future growth prospects). On July 9, 2007,
the Board also met to be updated on the Transaction as part of a special
telephonic Board meeting. The Board Members were further updated at a special
in-person Board meeting held on July 19, 2007 (one Independent Board Member
participated telephonically). Subsequently, on July 27, 2007, the ad hoc
committee held a telephonic conference with representatives of Nuveen and MDP to
further discuss, among other things, the Transaction, the financing of the
Transaction, retention and incentive plans for key employees, the effect of
regulatory restrictions on transactions with affiliates after the Transaction,
and current volatile market conditions and their impact on the Transaction.
In connection with their review of the New Investment Management Agreements, the
Independent Board Members, through their independent legal counsel, also
requested in writing and received additional information regarding the proposed
Transaction and its impact on the provision of services by NAM and its
affiliates.
The Independent Board Members received, well in advance of the July Meeting,
materials which outlined, among other things:
[] the structure and terms of the Transaction, including MDP's co-investor
entities and their expected ownership interests, and the financing
arrangements that will exist for Nuveen following the closing of the
Transaction;
[] the strategic plan for Nuveen following the Transaction;
[] the governance structure for Nuveen following the Transaction;
[] any anticipated changes in the operations of the Nuveen funds following the
Transaction, including changes to NAM's and Nuveen's day-to-day management,
infrastructure and ability to provide advisory, distribution or other
applicable services to the Funds;
[] any changes to senior management or key personnel who work on Fund related
matters (including portfolio management, investment oversight, and
legal/compliance) and any retention or incentive arrangements for such
persons;
[] any anticipated effect on each Fund's expense ratio (including advisory
fees) following the Transaction;
[] any benefits or undue burdens imposed on the Funds as a result of the
Transaction;
[] any legal issues for the Funds as a result of the Transaction;
[] the nature, quality and extent of services expected to be provided to the
Funds following the Transaction, changes to any existing services and
policies affecting the Funds, and cost-cutting efforts, if any, that may
impact such services or policies;
[] any conflicts of interest that may arise for Nuveen or MDP with respect to
the Funds;
[] the costs associated with obtaining necessary shareholder approvals and who
would bear those costs; and
[] from legal counsel, a memorandum describing the applicable laws,
regulations and duties in approving advisory contracts, including, in
particular, with respect to a change of control.
58
Immediately preceding the July Meeting, representatives of MDP met with the
Board to further respond to questions regarding the Transaction. After the
meeting with MDP, the Independent Board Members met with independent legal
counsel in executive session. At the July Meeting, Nuveen also made a
presentation and responded to questions. Following the presentations and
discussions of the materials presented to the Board, the Independent Board
Members met again in executive session with their counsel. As outlined in more
detail below, the Independent Board Members considered all factors they believed
relevant with respect to each Fund, including the impact that the Transaction
could be expected to have on the following: (a) the nature, extent and quality
of services to be provided; (b) the investment performance of the Funds; (c) the
costs of the services and profits to be realized by Nuveen and its affiliates;
(d) the extent to which economies of scale would be realized; and (e) whether
fee levels reflect those economies of scale for the benefit of investors. As
noted above, the Board Members had completed their annual review of the
respective Original Investment Management Agreements at the May Meeting and many
of the factors considered at the annual review were applicable to their
evaluation of the New Investment Management Agreements. Accordingly, in
evaluating the New Investment Management Agreements, the Board Members relied
upon their knowledge and experience with NAM and considered the information
received and their evaluations and conclusions drawn at the annual review. While
the Board reviewed many Nuveen funds at the July Meeting, the Independent Board
Members evaluated all information available to them on a fund-by-fund basis, and
their determinations were made separately in respect of each Fund.
A. NATURE, EXTENT AND QUALITY OF SERVICES
In evaluating the nature, quality and extent of the services expected to be
provided by NAM under the New Investment Management Agreements, the Independent
Board Members considered, among other things, the expected impact, if any, of
the Transaction on the operations, facilities, organization and personnel of
NAM; the potential implications of regulatory restrictions on the Funds
following the Transaction; the ability of NAM and its affiliates to perform
their duties after the Transaction; and any anticipated changes to the current
investment and other practices of the Funds.
The Board noted that the terms of each New Investment Management Agreement,
including the fees payable thereunder, are substantially identical to those of
the Original Investment Management Agreement relating to the same Fund (with
both reflecting reductions to fee levels in the complex-wide fee schedule for
complex-wide assets in excess of $80 billion that have an effective date of
August 20, 2007). The Board considered that the services to be provided and the
standard of care under the New Investment Management Agreements are the same as
the Original Investment Management Agreements. The Board Members further noted
that key personnel who have responsibility for the Funds in each area, including
portfolio management, investment oversight, fund management, fund operations,
product management, legal/compliance and board support functions, are expected
to be the same following the Transaction. The Board Members considered and are
familiar with the qualifications, skills and experience of such personnel. The
Board also considered certain information regarding anticipated retention or
incentive plans designed to retain key personnel. Further, the Board Members
noted that no changes to Nuveen's infrastructure or operations as a result of
the Transaction were anticipated other than potential enhancements as a result
of an expected increase in the level of investment in such infrastructure and
personnel. The Board noted MDP's representations that it does not plan to have a
direct role in the management of Nuveen, appointing new management personnel, or
directly impacting individual staffing decisions. The Board Members also noted
that there were not any planned "cost cutting" measures that could be expected
to reduce the nature, extent or quality of services. After consideration of the
foregoing, the Board Members concluded that no diminution in the nature, quality
and extent of services provided to the Funds and their shareholders is expected.
In addition to the above, the Board Members considered potential changes in the
operations of each Fund. In this regard, the Board Members considered the
potential effect of regulatory restrictions on the Funds' transactions with
future affiliated persons. During their deliberations, it was noted that, after
the Transaction, a subsidiary of Merrill Lynch is expected to have an ownership
interest in Nuveen at a level that will make Merrill Lynch an affiliated person
of Nuveen. The Board Members recognized that applicable law would generally
prohibit the Funds from engaging in securities transactions with Merrill Lynch
as principal, and would also impose restrictions on using Merrill Lynch for
agency transactions. They recognized that having MDP and Merrill Lynch as
affiliates may restrict the Nuveen funds' ability to invest in securities of
issuers controlled by MDP or issued by Merrill Lynch and its affiliates even if
not bought directly from MDP or Merrill
59
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
Lynch as principal. They also recognized that various regulations may require
the Nuveen funds to apply investment limitations on a combined basis with
affiliates of Merrill Lynch. The Board Members considered information provided
by NAM regarding the potential impact on the Nuveen funds' operations as a
result of these regulatory restrictions. The Board Members considered, in
particular, the Nuveen funds that may be impacted most by the restricted access
to Merrill Lynch, including: municipal funds (particularly certain
state-specific funds), senior loan funds, taxable fixed income funds, preferred
security funds and funds that heavily use derivatives. The Board Members
considered such funds' historic use of Merrill Lynch as principal in their
transactions and information provided by NAM regarding the expected impact
resulting from Merrill Lynch's affiliation with Nuveen and available measures
that could be taken to minimize such impact. NAM informed the Board Members
that, although difficult to determine with certainty, its management did not
believe that MDP's or Merrill Lynch's status as an affiliate of Nuveen would
have a material adverse effect on any Nuveen fund's ability to pursue its
investment objectives and policies.
In addition to the regulatory restrictions considered by the Board, the Board
Members also considered potential conflicts of interest that could arise between
the Nuveen funds and various parties to the Transaction and discussed possible
ways of addressing such conflicts.
Based on its review along with its considerations regarding services at the
annual review, the Board concluded that the Transaction was not expected to
adversely affect the nature, quality or extent of services provided by NAM and
that the expected nature, quality and extent of such services supported approval
of the New Investment Management Agreements.
B. PERFORMANCE OF THE FUNDS
With respect to the performance of the Funds, the Board considered that the
portfolio management personnel responsible for the management of the Funds'
portfolios were expected to continue to manage the portfolios following the
completion of the Transaction.
In addition, the Board Members recently reviewed Fund performance at the May
Meeting, as described above, and determined that Fund performance was
satisfactory or better, subject to the following. With respect to certain
municipal closed-end funds with relative short-term underperformance, the Board
Members concluded NAM was taking steps to evaluate the factors affecting
performance and those steps would continue following the Transaction. Further,
the investment policies and strategies were not expected to change as a result
of the Transaction.
In light of the foregoing factors, along with the prior findings regarding
performance at the annual review, the Board concluded that its findings with
respect to performance supported approval of the New Investment Management
Agreements.
C. FEES, EXPENSES AND PROFITABILITY
As described in more detail above, during the annual review, the Board Members
considered, among other things, the management fees and expenses of the Funds,
the breakpoint schedules, and comparisons of such fees and expenses with peers.
At the annual review, the Board Members determined that the respective Fund's
advisory fees and expenses were reasonable. In evaluating the costs of services
to be provided by NAM under the New Investment Management Agreements and the
profitability of Nuveen for its advisory activities, the Board Members
considered their prior conclusions at the annual review and whether the
management fees or other expenses would change as a result of the Transaction.
As described above, the investment management fee is composed of two
components--a fund-level component and complex-wide level component. The fee
schedule under the New Investment Management Agreements to be paid to NAM is
identical to that under the Original Investment Management Agreements, including
the modified complex-wide fee schedule. As noted above, the Board recently
approved a modified complex-wide fee schedule that would generate additional fee
savings on complex-wide assets above $80 billion. The modifications have an
effective date of August 20, 2007 and are part of the Original Investment
Management Agreements. Accordingly, the terms of the complex-wide component
under the New Investment Management Agreements are the same as under the
Original Investment Management Agreements. The Board Members also noted that
Nuveen has committed for a period of two years from the
60
date of closing of the Transaction that it will not increase gross management
fees for any Nuveen fund and will not reduce voluntary expense reimbursement
levels for any Nuveen fund from their currently scheduled prospective levels.
Based on the information provided, the Board Members did not expect that overall
Fund expenses would increase as a result of the Transaction.
In addition, the Board Members considered that additional fund launches were
anticipated after the Transaction which would result in an increase in total
assets under management in the complex and a corresponding decrease in overall
management fees under the complex-wide fee schedule. Taking into consideration
the Board's prior evaluation of fees and expenses at the annual renewal, and the
modification to the complex-wide fee schedule, the Board determined that the
management fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty the impact of the
Transaction on Nuveen's profitability, at the recent annual review, the Board
Members were satisfied that Nuveen's level of profitability for its advisory
activities was reasonable. During the year, the Board Members had noted the
enhanced dialogue regarding profitability and the appointment of an Independent
Board Member as a point person to review methodology determinations and
refinements in calculating profitability. Given their considerations at the
annual review and the modifications to the complex-wide fee schedule, the Board
Members were satisfied that Nuveen's level of profitability for its advisory
activities continues to be reasonable.
D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
The Board Members have been cognizant of economies of scale and the potential
benefits resulting from the costs of a Fund being spread over a larger asset
base. To help ensure that shareholders share in the benefits derived from
economies of scale, the Board adopted the complex-wide fee arrangement in 2004.
At the May Meeting, the Board Members reviewed the complex-wide fee arrangements
and noted that additional negotiations may be necessary or appropriate as the
assets in the complex approached the $91 billion threshold. In light of this
assessment coupled with the upcoming Transaction, at the June 15, 2007 meeting,
the ad hoc committee met with representatives of Nuveen to further discuss
modifications to the complex-wide fee schedule that would generate additional
savings for shareholders as the assets of the complex grow. The proposed terms
for the complex-wide fee schedule are expressed in terms of targeted cumulative
savings at specified levels of complex-wide assets, rather than in terms of
targeted marginal complex-wide fee rates. Under the modified schedule, the
schedule would generate additional fee savings beginning at complex-wide assets
of $80 billion in order to achieve targeted cumulative annual savings at $91
billion of $28 million on a complex-wide level (approximately $0.6 million
higher than those generated under the then current schedule) and generate
additional fee savings for asset growth above complex-wide assets of $91 billion
in order to achieve targeted annual savings at $125 billion of assets of
approximately $50 million on a complex-wide level (approximately $2.2 million
higher annually than that generated under the then current schedule). At the
July Meeting, the Board approved the modified complex-wide fee schedule for the
Original Investment Management Agreements and these same terms will apply to the
New Investment Management Agreements. Accordingly, the Board Members believe
that the breakpoint schedules and revised complex-wide fee schedule are
appropriate and desirable in ensuring that shareholders participate in the
benefits derived from economies of scale.
E. INDIRECT BENEFITS
During their recent annual review, the Board Members considered any indirect
benefits that NAM may receive as a result of its relationship with the Funds, as
described above. As the policies and operations of Nuveen are not anticipated to
change significantly after the Transaction, such indirect benefits should remain
after the Transaction. The Board Members further considered any additional
indirect benefits to be received by NAM or its affiliates after the Transaction.
The Board Members noted that other than benefits from its ownership interest in
Nuveen and indirect benefits from fee revenues paid by the Funds under the
management agreements and other Board-approved relationships, it was currently
not expected that MDP or its affiliates would derive any benefit from the Funds
as a result of the Transaction or transact any business with or on behalf of the
Funds (other than perhaps potential Fund acquisitions, in secondary market
transactions, of securities issued by MDP portfolio companies); or that Merrill
Lynch or its affiliates would derive any benefits from the Funds as a result of
the Transaction (noting that, indeed, Merrill Lynch would stand to experience
the discontinuation of principal transaction activity with the Nuveen funds and
likely would experience a noticeable reduction in the volume of agency
transactions with the Nuveen funds).
61
ANNUAL INVESTMENT MANAGEMENT AGREEMENT
APPROVAL PROCESS (continued)
F. OTHER CONSIDERATIONS
In addition to the factors above, the Board Members also considered the
following with respect to the Funds:
[] Nuveen would rely on the provisions of Section 15(f) of the 1940 Act.
Section 15(f) provides, in substance, that when a sale of a controlling
interest in an investment adviser occurs, the investment adviser or any of
its affiliated persons may receive any amount or benefit in connection with
the sale so long as (i) during the three-year period following the
consummation of a transaction, at least 75% of the investment company's
board of directors must not be "interested persons" (as defined in the 1940
Act) of the investment adviser or predecessor adviser and (ii) an "unfair
burden" (as defined in the 1940 Act, including any interpretations or
no-action letters of the SEC) must not be imposed on the investment company
as a result of the transaction relating to the sale of such interest, or
any express or implied terms, conditions or understanding applicable
thereto. In this regard, to help ensure that an unfair burden is not
imposed on the Nuveen funds, Nuveen has committed for a period of two years
from the date of the closing of the Transaction (i) not to increase gross
management fees for any Nuveen fund; (ii) not to reduce voluntary expense
reimbursement levels for any Nuveen fund from their currently scheduled
prospective levels during that period; (iii) that no Nuveen fund whose
portfolio is managed by a Nuveen affiliate shall use Merrill Lynch as a
broker with respect to portfolio transactions done on an agency basis,
except as may be approved in the future by the Compliance Committee of the
Board; and (iv) that NAM shall not cause the Funds and other municipal
funds that NAM manages, as a whole, to enter into portfolio transactions
with or through the other minority owners of Nuveen, on either a principal
or an agency basis, to a significantly greater extent than both what one
would expect an investment team to use such firm in the normal course of
business, and what NAM has historically done, without prior Board or
Compliance Committee approval (excluding the impact of proportionally
increasing the use of such other "minority owners" to fill the void
necessitated by not being able to use Merrill Lynch).
[] The Funds would not incur any costs in seeking the necessary shareholder
approvals for the New Investment Management Agreements (except for any
costs attributed to seeking shareholder approvals of Fund specific matters
unrelated to the Transaction, such as approval of Board Members, in which
case a portion of such costs will be borne by the applicable Funds).
[] The reputation, financial strength and resources of MDP.
[] The long-term investment philosophy of MDP and anticipated plans to grow
Nuveen's business to the benefit of the Nuveen funds.
[] The benefits to the Nuveen funds as a result of the Transaction including:
(i) as a private company, Nuveen may have more flexibility in making
additional investments in its business; (ii) as a private company, Nuveen
may be better able to structure compensation packages to attract and retain
talented personnel; (iii) as certain of Nuveen's distribution partners are
expected to be equity or debt investors in Nuveen, Nuveen may be able to
take advantage of new or enhanced distribution arrangements with such
partners; and (iv) MDP's experience, capabilities and resources that may
help Nuveen identify and acquire investment teams or firms and finance such
acquisitions.
[] The historic premium and discount levels at which the shares of the Nuveen
funds have traded at specified dates with particular focus on the premiums
and discounts after the announcement of the Transaction, taking into
consideration recent volatile market conditions and steps or initiatives
considered or undertaken by NAM to address discount levels.
62
G. CONCLUSION
The Board Members did not identify any single factor discussed previously as
all-important or controlling. The Board Members, including the Independent Board
Members, unanimously concluded that the terms of the New Investment Management
Agreements are fair and reasonable, that the fees therein are reasonable in
light of the services to be provided to each Fund and that the New Investment
Management Agreements should be approved and recommended to shareholders.
III. APPROVAL OF INTERIM CONTRACTS
As noted above, at the July Meeting, the Board Members, including the
Independent Board Members, unanimously approved the Interim Investment
Management Agreements. If necessary to assure continuity of advisory services,
the Interim Investment Management Agreements will take effect upon the closing
of the Transaction if shareholders have not yet approved the New Investment
Management Agreements. The terms of each Interim Investment Management Agreement
are substantially identical to those of the corresponding Original Investment
Management Agreement and New Investment Management Agreement, respectively,
except for certain term and escrow provisions. In light of the foregoing, the
Board Members, including the Independent Board Members, unanimously determined
that the scope and quality of services to be provided to the Funds under the
respective Interim Investment Management Agreement are at least equivalent to
the scope and quality of services provided under the applicable Original
Investment Management Agreement.
63
Reinvest Automatically
EASILY and CONVENIENTLY
NUVEEN MAKES REINVESTING EASY. A PHONE CALL IS ALL IT TAKES TO SET UP YOUR
REINVESTMENT ACCOUNT.
NUVEEN CLOSED-END FUNDS DIVIDEND REINVESTMENT PLAN
Your Nuveen Closed-End Fund allows you to conveniently reinvest dividends and/or
capital gains distributions in additional Fund shares.
By choosing to reinvest, you'll be able to invest money regularly and
automatically, and watch your investment grow through the power of tax-free
compounding. Just like dividends or distributions in cash, there may be times
when income or capital gains taxes may be payable on dividends or distributions
that are reinvested.
It is important to note that an automatic reinvestment plan does not ensure a
profit, nor does it protect you against loss in a declining market.
EASY AND CONVENIENT
To make recordkeeping easy and convenient, each month you'll receive a statement
showing your total dividends and distributions, the date of investment, the
shares acquired and the price per share, and the total number of shares you own.
HOW SHARES ARE PURCHASED
The shares you acquire by reinvesting will either be purchased on the open
market or newly issued by the Fund. If the shares are trading at or above net
asset value at the time of valuation, the Fund will issue new shares at the
greater of the net asset value or 95% of the then-current market price. If the
shares are trading at less than net asset value, shares for your account will be
purchased on the open market. If the Plan Agent begins purchasing Fund shares on
the open market while shares are trading below net asset value, but the Fund's
shares subsequently trade at or above their net asset value before the Plan
Agent is able to complete its purchases, the Plan Agent may cease open-market
purchases and may invest the uninvested portion of the distribution in
newly-issued Fund shares at a price equal to the greater of the shares' net
asset value or 95% of the shares' market value on the last business day
immediately prior to the purchase date. Dividends and distributions received to
purchase shares in the open market will normally be invested shortly after the
dividend payment date. No interest will be paid on dividends and distributions
awaiting reinvestment. Because the market price of the shares may increase
before purchases are completed, the average purchase price per share may exceed
the market price at the time of valuation, resulting in the acquisition of fewer
shares than if the dividend or distribution had been paid in shares issued by
the Fund. A pro rata portion of any applicable brokerage commissions on open
market purchases will be paid by Plan participants. These commissions usually
will be lower than those charged on individual transactions.
64
FLEXIBLE
You may change your distribution option or withdraw from the Plan at any time,
should your needs or situation change. Should you withdraw, you can receive a
certificate for all whole shares credited to your reinvestment account and cash
payment for fractional shares, or cash payment for all reinvestment account
shares, less brokerage commissions and a $2.50 service fee.
You can reinvest whether your shares are registered in your name, or in the name
of a brokerage firm, bank, or other nominee. Ask your investment advisor if his
or her firm will participate on your behalf. Participants whose shares are
registered in the name of one firm may not be able to transfer the shares to
another firm and continue to participate in the Plan.
The Fund reserves the right to amend or terminate the Plan at any time. Although
the Fund reserves the right to amend the Plan to include a service charge
payable by the participants, there is no direct service charge to participants
in the Plan at this time.
CALL TODAY TO START REINVESTING DIVIDENDS AND/OR DISTRIBUTIONS
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in
or withdraw from the Plan, speak with your financial advisor or call us at (800)
257-8787.
65
NOTES
66
NOTES
67
NOTES
68
NOTES
69
Glossary of
TERMS USED in this REPORT
[] AVERAGE ANNUAL TOTAL RETURN: This is a commonly used method to express an
investment's performance over a particular, usually multi-year time period.
It expresses the return that would have been necessary each year to equal
the investment's actual cumulative performance (including change in NAV or
market price and reinvested dividends and capital gains distributions, if
any) over the time period being considered.
[] AVERAGE EFFECTIVE MATURITY: The average of the number of years to maturity
of the bonds in a Fund's portfolio, computed by weighting each bond's time
to maturity (the date the security comes due) by the market value of the
security. This figure does not account for the likelihood of prepayments or
the exercise of call provisions unless an escrow account has been
established to redeem the bond before maturity. The market value weighting
for an investment in an inverse floating rate security is the value of the
portfolio's residual interest in the inverse floating rate trust, and does
not include the value of the floating rate securities issued by the trust.
[] INVERSE FLOATERS: Inverse floating rate securities are created by
depositing a municipal bond, typically with a fixed interest rate, into a
special purpose trust created by a broker-dealer. This trust, in turn, (a)
issues floating rate certificates typically paying short-term tax-exempt
interest rates to third parties in amounts equal to some fraction of the
deposited bond's par amount or market value, and (b) issues an inverse
floating rate certificate (sometimes referred to as an "inverse floater")
to an investor (such as a Fund) interested in gaining investment exposure
to a long-term municipal bond. The income received by the holder of the
inverse floater varies inversely with the short-term rate paid to the
floating rate certificates' holders, and in most circumstances the holder
of the inverse floater bears substantially all of the underlying bond's
downside investment risk. The holder of the inverse floater typically also
benefits disproportionately from any potential appreciation of the
underlying bond's value. Hence, an inverse floater essentially represents
an investment in the underlying bond on a leveraged basis.
[] MODIFIED DURATION: Duration is a measure of the expected period over which
a bond's principal and interest will be paid, and consequently is a measure
of the sensitivity of a bond's or bond Fund's value to changes when market
interest rates change. Generally, the longer a bond's or Fund's duration,
the more the price of the bond or Fund will change as interest rates
change. Modified duration is a formula that expresses the measurable change
in the value of a security in response to a change in interest rates.
[] MARKET YIELD (ALSO KNOWN AS DIVIDEND YIELD OR CURRENT YIELD): An
investment's current annualized dividend divided by its current market
price.
[] NET ASSET VALUE (NAV): A Fund's NAV per share is calculated by subtracting
the liabilities of the Fund from its total assets and then dividing the
remainder by the number of shares outstanding. Fund NAVs are calculated at
the end of each business day.
[] TAXABLE-EQUIVALENT YIELD: The yield necessary from a fully taxable
investment to equal, on an after-tax basis, the yield of a municipal bond
investment.
[] ZERO COUPON BOND: A zero coupon bond does not pay a regular interest coupon
to its holders during the life of the bond. Tax-exempt income to the holder
of the bond comes from accretion of the difference between the original
purchase price of the bond at issuance and the par value of the bond at
maturity and is effectively paid at maturity. The market prices of zero
coupon bonds generally are more volatile than the market prices of bonds
that pay interest periodically.
70
Other Useful INFORMATION
QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION
Each Fund's (i) quarterly portfolio of investments, (ii) information regarding
how the Funds voted proxies relating to portfolio securities held during the
twelve-month period ended June 30, 2007, and (iii) a description of the policies
and procedures that the Funds used to determine how to vote proxies relating to
portfolio securities are available without charge, upon request, by calling
Nuveen Investments toll-free at (800) 257-8787 or on Nuveen's website at
www.nuveen.com.
You may also obtain this and other Fund information directly from the Securities
and Exchange Commission ("SEC"). The SEC may charge a copying fee for this
information. Visit the SEC on-line at http://www.sec.gov or in person at the
SEC's Public Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090
for room hours and operation. You may also request Fund information by sending
an e-mail request to publicinfo@sec.gov or by writing to the SEC's Public
References Section at 450 Fifth Street NW, Washington, D.C. 20549.
CEO CERTIFICATION DISCLOSURE
Each Fund's Chief Executive Officer has submitted to the Exchange the annual CEO
certification as required by Section 303A.12(a) of the NYSE Listed Company
Manual.
Each Fund has filed with the Securities and Exchange Commission the
certification of its Chief Executive Officer and Chief Financial Officer
required by Section 302 of the Sarbanes-Oxley Act.
INVESTMENT POLICY CHANGES
In May 2007, the Funds' Board of Directors voted to permit the Funds' to make
loans from Fund assets to certain bond issuers. The amounts of these loans are
subject to strict limits. This policy is designed to enhance the Funds' ability
to meet their Funds' investment objectives by providing for increased portfolio
management flexibility, greater diversification potential, and opportunities for
increased capital appreciation over time.
BOARD OF DIRECTORS
Robert P. Bremner
Jack B. Evans
William C. Hunter
David J. Kundert
William J. Schneider
Timothy R. Schwertfeger
Judith M. Stockdale
Carole E. Stone
FUND MANAGER
Nuveen Asset Management
333 West Wacker Drive
Chicago, IL 60606
CUSTODIAN
State Street Bank & Trust Company
Boston, MA
TRANSFER AGENT AND
SHAREHOLDER SERVICES
State Street Bank & Trust Company
Nuveen Funds
P.O. Box 43071
Providence, RI 02940-3071
(800) 257-8787
LEGAL COUNSEL
Chapman and Cutler LLP
Chicago, IL
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
Chicago, IL
Each Fund intends to repurchase shares of its own common stock in the future at
such times and in such amounts as is deemed advisable. No shares were
repurchased during the period covered by this report. Any future repurchases
will be reported to shareholders in the next annual or semi-annual report.
71
Nuveen Investments:
-------------------
SERVING INVESTORS FOR GENERATIONS
Since 1898, financial advisors and their clients have relied on Nuveen
Investments to provide dependable investment solutions. For the past century,
Nuveen Investments has adhered to the belief that the best approach to investing
is to apply conservative risk-management principles to help minimize volatility.
Building on this tradition, we today offer a range of high quality equity and
fixed-income solutions that are integral to a well-diversified core portfolio.
Our clients have come to appreciate this diversity, as well as our continued
adherence to proven, long-term investing principles.
WE OFFER MANY DIFFERENT INVESTING SOLUTIONS FOR OUR CLIENTS' DIFFERENT NEEDS.
Managing $170 billion in assets, as of September 30, 2007, Nuveen Investments
offers access to a number of different asset classes and investing solutions
through a variety of products. Nuveen Investments markets its capabilities under
six distinct brands: Nuveen, a leader in fixed-income investments; NWQ, a leader
in value-style equities; Rittenhouse, a leader in growth-style equities;
Symphony, a leading institutional manager of market-neutral alternative
investment portfolios; Santa Barbara, a leader in growth equities; and
Tradewinds, a leader in global equities.
FIND OUT HOW WE CAN HELP YOU REACH YOUR FINANCIAL GOALS.
To learn more about the products and services Nuveen Investments offers, talk to
your financial advisor, or call us at (800) 257-8787. Please read the
information provided carefully before you invest. Be sure to obtain a
prospectus, where applicable. Investors should consider the investment objective
and policies, risk considerations, charges and expenses of the Fund carefully
before investing. The prospectus contains this and other information relevant to
an investment in the Fund. For a prospectus, please contact your securities
representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606.
Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at: WWW.NUVEEN.COM/ETF
SHARE PRICES
FUND DETAILS
DAILY FINANCIAL NEWS
INVESTOR EDUCATION
INTERACTIVE PLANNING TOOLS
EAN-A-1007D
ITEM 2. CODE OF ETHICS.
As of the end of the period covered by this report, the registrant has adopted a
code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. There were no amendments to or waivers
from the Code during the period covered by this report. The registrant has
posted the code of ethics on its website at www.nuveen.com/etf. (To view the
code, click on the Investor Resources drop down menu box, click on Fund
Governance and then click on Code of Conduct.)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's Board of Directors or Trustees determined that the registrant
has at least one "audit committee financial expert" (as defined in Item 3 of
Form N-CSR) serving on its Audit Committee. The registrant's audit committee
financial expert is Jack B. Evans, Chairman of the Audit Committee, who is
"independent" for purposes of Item 3 of Form N-CSR.
Mr. Evans was formerly President and Chief Operating Officer of SCI Financial
Group, Inc., a full service registered broker-dealer and registered investment
adviser ("SCI"). As part of his role as President and Chief Operating Officer,
Mr. Evans actively supervised the Chief Financial Officer (the "CFO") and
actively supervised the CFO's preparation of financial statements and other
filings with various regulatory authorities. In such capacity, Mr. Evans was
actively involved in the preparation of SCI's financial statements and the
resolution of issues raised in connection therewith. Mr. Evans has also served
on the audit committee of various reporting companies. At such companies, Mr.
Evans was involved in the oversight of audits, audit plans, and the preparation
of financial statements. Mr. Evans also formerly chaired the audit committee of
the Federal Reserve Bank of Chicago.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Nuveen Municipal Income Fund, Inc.
The following tables show the amount of fees that Ernst & Young LLP, the Fund's
auditor, billed to the Fund during the Fund's last two full fiscal years. For
engagements with Ernst & Young LLP the Audit Committee approved in advance all
audit services and non-audit services that Ernst & Young LLP provided to the
Fund, except for those non-audit services that were subject to the pre-approval
exception under Rule 2-01 of Regulation S-X (the "pre-approval exception"). The
pre-approval exception for services provided directly to the Fund waives the
pre-approval requirement for services other than audit, review or attest
services if: (A) the aggregate amount of all such services provided constitutes
no more than 5% of the total amount of revenues paid by the Fund to its
accountant during the fiscal year in which the services are provided; (B) the
Fund did not recognize the services as non-audit services at the time of the
engagement; and (C) the services are promptly brought to the Audit Committee's
attention, and the Committee (or its delegate) approves the services before the
audit is completed.
The Audit Committee has delegated certain pre-approval responsibilities to its
Chairman (or, in his absence, any other member of the Audit Committee).
SERVICES THAT THE FUND'S AUDITOR BILLED TO THE FUND
AUDIT FEES BILLED AUDIT-RELATED FEES TAX FEES ALL OTHER FEES
FISCAL YEAR ENDED TO FUND (1) BILLED TO FUND (2) BILLED TO FUND (3) BILLED TO FUND
-------------------------------------------------------------------------------------------------------------------------
October 31, 2007 $ 8,701 $ 0 $ 500 $ 0
-------------------------------------------------------------------------------------------------------------------------
Percentage approved 0% 0% 0% 0%
pursuant to
pre-approval
exception
-------------------------------------------------------------------------------------------------------------------------
October 31, 2006 $ 8,250 $ 0 $ 400 $ 0
-------------------------------------------------------------------------------------------------------------------------
Percentage approved 0% 0% 0% 0%
pursuant to
pre-approval
exception
-------------------------------------------------------------------------------------------------------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for
the audit of the Fund's annual financial statements and services provided
in connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and
related services reasonably related to the performance of the audit or
review of financial statements and are not reported under "Audit Fees".
(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance, and tax planning.
SERVICES THAT THE FUND'S AUDITOR BILLED TO THE
ADVISER AND AFFILIATED FUND SERVICE PROVIDERS
The following tables show the amount of fees billed by Ernst & Young LLP to
Nuveen Asset Management ("NAM" or the "Adviser"), and any entity controlling,
controlled by or under common control with NAM ("Control Affiliate") that
provides ongoing services to the Fund ("Affiliated Fund Service Provider"), for
engagements directly related to the Fund's operations and financial reporting,
during the Fund's last two full fiscal years.
The tables also show the percentage of fees subject to the pre-approval
exception. The pre-approval exception for services provided to the Adviser and
any Affiliated Fund Service Provider (other than audit, review or attest
services) waives the pre-approval requirement if: (A) the aggregate amount of
all such services provided constitutes no more than 5% of the total amount of
revenues paid to Ernst & Young LLP by the Fund, the Adviser and Affiliated Fund
Service Providers during the fiscal year in which the services are provided that
would have to be pre-approved by the Audit Committee; (B) the Fund did not
recognize the services as non-audit services at the time of the engagement; and
(C) the services are promptly brought to the Audit Committee's attention, and
the Committee (or its delegate) approves the services before the Fund's audit is
completed.
FISCAL YEAR ENDED AUDIT-RELATED FEES TAX FEES BILLED TO ALL OTHER FEES
BILLED TO ADVISER AND ADVISER AND BILLED TO ADVISER
AFFILIATED FUND AFFILIATED FUND AND AFFILIATED FUND
SERVICE PROVIDERS SERVICE PROVIDERS SERVICE PROVIDERS
----------------------------------------------------------------------------------------------------------
October 31, 2007 $ 0 $ 0 $ 0
----------------------------------------------------------------------------------------------------------
Percentage approved 0% 0% 0%
pursuant to
pre-approval
exception
----------------------------------------------------------------------------------------------------------
October 31, 2006 $ 0 $ 0 $ 0
----------------------------------------------------------------------------------------------------------
Percentage approved 0% 0% 0%
pursuant to
pre-approval
exception
----------------------------------------------------------------------------------------------------------
NON-AUDIT SERVICES
The following table shows the amount of fees that Ernst & Young LLP billed
during the Fund's last two full fiscal years for non-audit services. The Audit
Committee is required to pre-approve non-audit services that Ernst & Young LLP
provides to the Adviser and any Affiliated Fund Services Provider, if the
engagement related directly to the Fund's operations and financial reporting
(except for those subject to the de minimis exception described above). The
Audit Committee requested and received information from Ernst & Young LLP about
any non-audit services that Ernst & Young LLP rendered during the Fund's last
fiscal year to the Adviser and any Affiliated Fund Service Provider. The
Committee considered this information in evaluating Ernst & Young LLP's
independence.
FISCAL YEAR ENDED TOTAL NON-AUDIT FEES TOTAL NON-AUDIT
BILLED TO ADVISER AND FEES BILLED TO
AFFILIATED FUND SERVICE ADVISER AND
PROVIDERS (ENGAGEMENTS AFFILIATED FUND
TOTAL RELATED DIRECTLY TO THE SERVICE PROVIDERS
NON-AUDIT FEES OPERATIONS AND FINANCIAL (ALL OTHER
BILLED TO FUND REPORTING OF THE FUND) ENGAGEMENTS) TOTAL
-------------------------------------------------------------------------------------------------------------------------
October 31, 2007 $ 500 $ 0 $ 0 $ 500
October 31, 2006 $ 400 $ 0 $ 0 $ 400
"Non-Audit Fees billed to Adviser" for both fiscal year ends represent "Tax
Fees" billed to Adviser in their respective amounts from the previous table.
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit
Committee must approve (i) all non-audit services to be performed for the Fund
by the Fund's independent accountants and (ii) all audit and non-audit services
to be performed by the Fund's independent accountants for the Affiliated Fund
Service Providers with respect to operations and financial reporting of the
Fund. Regarding tax and research projects conducted by the independent
accountants for the Fund and Affiliated Fund Service Providers (with respect to
operations and financial reports of the Fund) such engagements will be (i)
pre-approved by the Audit Committee if they are expected to be for amounts
greater than $10,000; (ii) reported to the Audit Committee chairman for his
verbal approval prior to engagement if they are expected to be for amounts under
$10,000 but greater than $5,000; and (iii) reported to the Audit Committee at
the next Audit Committee meeting if they are expected to be for an amount under
$5,000.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrant's Board of Directors or Trustees has a separately designated
Audit Committee established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The
members of the audit committee are Robert P. Bremner, Jack B. Evans, William J.
Schneider and David J. Kundert. Mr. Eugene S. Sunshine, who also served as a
member of the Committee during this reporting period, resigned from the Board of
Directors or Trustees effective July 31, 2007.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Portfolio of Investments in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
The registrant invests its assets primarily in municipal bonds and cash
management securities. On rare occasions the registrant may acquire, directly or
through a special purpose vehicle, equity securities of a municipal bond issuer
whose bonds the registrant already owns when such bonds have deteriorated or are
expected shortly to deteriorate significantly in credit quality. The purpose of
acquiring equity securities generally will be to acquire control of the
municipal bond issuer and to seek to prevent the credit deterioration or
facilitate the liquidation or other workout of the distressed issuer's credit
problem. In the course of exercising control of a distressed municipal issuer,
NAM may pursue the registrant's interests in a variety of ways, which may entail
negotiating and executing consents, agreements and other arrangements, and
otherwise influencing the management of the issuer. NAM does not consider such
activities proxy voting for purposes of Rule 206(4)-6 under the 1940 Act, but
nevertheless provides reports to the registrant's Board of Trustees on its
control activities on a quarterly basis.
In the rare event that a municipal issuer were to issue a proxy or that the
registrant were to receive a proxy issued by a cash management security, NAM
would either engage an independent third party to determine how the proxy should
be voted or vote the proxy with the consent, or based on the instructions, of
the registrant's Board of Trustees or its representative. A member of NAM's
legal department would oversee the administration of the voting, and ensure that
records were maintained in accordance with Rule 206(4)-6, reports were filed
with the SEC on Form N-PX, and the results provided to the registrant's Board of
Trustees and made available to shareholders as required by applicable rules.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
THE PORTFOLIO MANAGER
The following individual has primary responsibility for the day-to-day
implementation of the registrant's investment strategies:
NAME FUND
JOHN V. MILLER Nuveen Municipal Income Fund, Inc.
Other Accounts Managed. In addition to managing the registrant, the portfolio
manager is also primarily responsible for the day-to-day portfolio management of
the following accounts:
TYPE OF ACCOUNT NUMBER OF
PORTFOLIO MANAGER MANAGED ACCOUNTS ASSETS
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John V. Miller Registered Investment Company 3 $5.673 billion
Other Pooled Investment Vehicles 1 $39 million
Other Accounts 8 $1.3 million
* Assets are as of October 31, 2007. None of the assets in these accounts are
subject to an advisory fee based on performance.
Compensation. Each portfolio manager's compensation consists of three basic
elements--base salary, cash bonus and long-term incentive compensation. The
compensation strategy is to annually compare overall compensation, including
these three elements, to the market in order to create a compensation structure
that is competitive and consistent with similar financial services companies. As
discussed below, several factors are considered in determining each portfolio
manager's total compensation. In any year these factors may include, among
others, the effectiveness of the investment strategies recommended by the
portfolio manager's investment team, the investment performance of the accounts
managed by the portfolio manager, and the overall performance of Nuveen
Investments, Inc. (the parent company of NAM). Although investment performance
is a factor in determining the portfolio manager's compensation, it is not
necessarily a decisive factor. The portfolio manager's performance is evaluated
in part by comparing manager's performance against a specified investment
benchmark. This fund-specific benchmark is a customized subset (limited to bonds
in each Fund's specific state and with certain maturity parameters) of the
S&P/Investortools Municipal Bond index, an index comprised of bonds held by
managed municipal bond fund customers of Standard & Poor's Securities Pricing,
Inc. that are priced daily and whose fund holdings aggregate at least $2
million. As of November 30, 2007, the S&P/Investortools Municipal Bond Index was
comprised of 52,116 securities with an aggregate current market value of $1,034
billion.
Base salary. Each portfolio manager is paid a base salary that is set at a level
determined by NAM in accordance with its overall compensation strategy discussed
above. NAM is not under any current contractual obligation to increase a
portfolio manager's base salary.
Cash bonus. Each portfolio manager is also eligible to receive an annual cash
bonus. The level of this bonus is based upon evaluations and determinations made
by each portfolio manager's supervisors, along with reviews submitted by his
peers. These reviews and evaluations often take into account a number of
factors, including the effectiveness of the investment strategies recommended to
the NAM's investment team, the performance of the accounts for which he serves
as portfolio manager relative to any benchmarks established for those accounts,
his effectiveness in communicating investment performance to stockholders and
their representatives, and his contribution to the NAM's investment process and
to the execution of investment strategies. The cash bonus component is also
impacted by the overall performance of Nuveen Investments, Inc. in achieving its
business objectives.
Long-term incentive compensation. Each portfolio manager is eligible to receive
bonus compensation in the form of equity-based awards issued in securities
issued by Nuveen Investments, Inc. The amount of such compensation is dependent
upon the same factors articulated for cash bonus awards but also factors in his
long-term potential with the firm.
Material Conflicts of Interest. Each portfolio manager's simultaneous management
of the registrant and the other accounts noted above may present actual or
apparent conflicts of interest with respect to the allocation and aggregation of
securities orders placed on behalf of the Registrant and the other account. NAM,
however, believes that such potential conflicts are mitigated by the fact that
the NAM has adopted several policies that address potential conflicts of
interest, including best execution and trade allocation policies that are
designed to ensure (1) that portfolio management is seeking the best price for
portfolio securities under the circumstances, (2) fair and equitable allocation
of investment opportunities among accounts over time and (3) compliance with
applicable regulatory requirements. All accounts are to be treated in a
non-preferential manner, such that allocations are not based upon account
performance, fee structure or preference of the portfolio manager, although the
allocation procedures may provide allocation preferences to funds with special
characteristics (such as favoring state funds versus national funds for
allocations of in-state bonds). In addition, NAM has adopted a Code of Conduct
that sets forth policies regarding conflicts of interest.
Beneficial Ownership of Securities. As of October 31, 2007, the portfolio
manager beneficially owned the following dollar range of equity securities
issued by the Registrant and other Nuveen Funds managed by NAM's municipal
investment team.
DOLLAR RANGE OF
EQUITY SECURITIES
DOLLAR RANGE OF BENEFICIALLY OWNED
EQUITY IN THE REMAINDER OF
SECURITIES NUVEEN FUNDS MANAGED
BENEFICIALLY BY NAM'S MUNICIPAL
NAME OF PORTFOLIO MANAGER FUND OWNED IN FUND INVESTMENT TEAM
----------------------------------------------------------------------------------------------------------------
John V. Miller Nuveen Municipal Income Fund, Inc. $0 $10,001-$50,000
PORTFOLIO MANAGER BIO:
John V. Miller, CFA, joined Nuveen's investment management team as a credit
analyst in 1996, with three prior years of experience in the municipal market
with C.W. Henderson & Assoc., a municipal bond manager for private accounts. He
has a BA in Economics and Political Science from Duke University, and an MA in
Economics from Northwestern University and an MBA with honors in Finance from
the University of Chicago. He has been responsible for analysis of high yield
credits in the utility, solid waste and energy related sectors. He is currently
a Vice President of Nuveen (since 2002). He manages investments for four
Nuveen-sponsored investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrants Board implemented after the registrant
last provided disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of this report that includes the disclosure
required by this paragraph, based on their evaluation of the controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
(17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
(17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter
of the period covered by this report that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit: Not applicable
because the code is posted on registrant's website at www.nuveen.com/etf and
there were no amendments during the period covered by this report. (To view the
code, click on the Investor Resources drop down menu box, click on Fund
Governance and then Code of Conduct.)
(a)(2) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a) under
the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT
Attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under
the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the
report by or on behalf of the registrant to 10 or more persons. Not applicable.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act,
provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR
270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR
240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of
the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished
pursuant to this paragraph will not be deemed "filed" for purposes of Section 18
of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of
that section. Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the Exchange Act,
except to the extent that the registrant specifically incorporates it by
reference. Ex-99.906 CERT attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Nuveen Municipal Income Fund, Inc.
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By (Signature and Title)* /s/ Kevin J. McCarthy
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Kevin J. McCarthy
Vice President and Secretary
Date: January 7, 2008
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Gifford R. Zimmerman
----------------------------------------------
Gifford R. Zimmerman
Chief Administrative Officer
(principal executive officer)
Date: January 7, 2008
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By (Signature and Title)* /s/ Stephen D. Foy
----------------------------------------------
Stephen D. Foy
Vice President and Controller
(principal financial officer)
Date: January 7, 2008
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* Print the name and title of each signing officer under his or her signature.