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 811-05120 --------------------- Nuveen Municipal Value 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, 2009 ------------------ 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. LOGO: NUVEEN INVESTMENTS Closed-End Funds Nuveen Investments Municipal Closed-End Funds IT'S NOT WHAT YOU EARN, IT'S WHAT YOU KEEP.(R) Annual Report October 31, 2009 ---------------- ---------------- ----------------- -------------------- NUVEEN MUNICIPAL NUVEEN MUNICIPAL NUVEEN MUNICIPAL NUVEEN ENHANCED VALUE FUND, INC. VALUE FUND 2 INCOME FUND, INC. MUNICIPAL VALUE FUND NUV NUW NMI NEV OCTOBER 09 LIFE IS COMPLEX. Nuveen makes things e-simple. It only takes a minute to sign up for e-Reports. Once enrolled, you'll receive an e-mail as soon as your Nuveen Investments Fund information is ready. No more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report and save it on your computer if you wish. Free e-Reports right to your e-mail! WWW.INVESTORDELIVERY.COM If you receive your Nuveen Fund dividends and statements from your financial advisor or brokerage account. OR WWW.NUVEEN.COM/ACCOUNTACCESS If you receive your Nuveen Fund dividends and statements directly from Nuveen. LOGO: NUVEEN INVESTMENTS Chairman's Letter to Shareholders [PHOTO OF ROBERT P. BREMNER] DEAR SHAREHOLDER, The financial markets in which your Fund operates continue to reflect the larger economic crosscurrents. The illiquidity that infected global credit markets over the last year continues to recede but there is concern about the impact of a reduction in official liquidity support programs. The major institutions that are the linchpin of the international financial system have strengthened their capital structures, but many still struggle with losses in their various portfolios. Global trends include increasing trade and concern about the ability of the U.S. government to address its substantial budgetary deficits. While the fixed-income and equity markets have recovered from the lows recorded in the first quarter of 2009, identifying those developments that will define the future is never easy, and rarely is it more difficult than at present. A fundamental component of a successful investment program is a commitment to remain focused on long-term investment goals even during periods of heightened market uncertainty. Another component is to re-evaluate investment disciplines and tactics and to confirm their validity following periods of extreme volatility and market dislocation, such as we have recently experienced. Your Board carried out an intensive review of investment performance with these objectives in mind during April and May of 2009 as part of the annual management contract renewal process. I encourage you to read the description of this process in the Annual Investment Management Agreement Approval Process section of this report. Confirming the appropriateness of a long term investment strategy is as important for our shareholders as it is for our professional investment managers. For that reason, I again encourage you to remain in communication with your financial consultant on this subject. On behalf of the other members of your Fund's Board, we look forward to continuing to earn your trust in the months and years ahead. Sincerely, /s/ Robert P. Bremner ---------------------------- Robert P. Bremner Chairman of the Board December 21, 2009 Nuveen Investments 1 Portfolio Managers' Comments Nuveen Municipal Value Fund, Inc. (NUV) Nuveen Municipal Value Fund 2 (NUW) Nuveen Municipal Income Fund, Inc. (NMI) Nuveen Enhanced Municipal Value Fund (NEV) Portfolio managers Tom Spalding and John Wilhelm discuss U.S. economic and municipal market conditions, key investment strategies, and the performance of these four Funds. With 33 years of investment experience at Nuveen, Tom has managed NUV since its inception in 1987, adding portfolio management responsibility for NUW upon its inception in February 2009. John, who came to Nuveen in 2001 with 18 years of industry experience, served as co-portfolio manager of NMI beginning in 2007 and assumed full portfolio management responsibility for this Fund in March 2009. In September 2009, he also assumed portfolio management responsibility for the newly introduced Nuveen Enhanced Municipal Value Fund (NEV). WHAT FACTORS AFFECTED THE U.S. ECONOMY AND MUNICIPAL MARKET DURING THE TWELVE-MONTH REPORTING PERIOD ENDED OCTOBER 31, 2009? During this reporting period, municipal bond prices generally rose as strong cash flows into municipal bond funds combined with tighter supply of new tax-exempt issuance to provide favorable supply and demand conditions. As the period began, there continued to be considerable downward pressure on the economy. In an effort to improve conditions, the Federal Reserve (Fed), lowered the fed funds rate to a target range of zero to 0.25% in December 2008, the lowest level on record. In February 2009, the federal government augmented its efforts to boost the economy by passing a $787 billion stimulus package, which joined the $700 billion financial industry rescue package it had passed in late 2008. In March 2009, the Fed announced that, in addition to maintaining the current rate, it would buy $300 billion in long-term Treasury securities in an effort to support private credit markets and up to an additional $750 billion in agency mortgage-backed securities to bolster the credit and housing markets. In recent months, the measures taken by the Fed and others to ease the economic recession produced some incipient signs of improvement. In the third quarter of 2009, the U.S. gross domestic product (GDP), posted positive growth (2.8% annualized) for the first time since the second quarter of 2008. Housing prices also provided a bright spot between June and September 2009 by recording four consecutive months of positive returns, the first following three years of decline. At the same time, inflation remained CERTAIN STATEMENTS IN THIS REPORT ARE FORWARD-LOOKING STATEMENTS. DISCUSSIONS OF SPECIFIC INVESTMENTS ARE FOR ILLUSTRATION ONLY AND ARE NOT INTENDED AS RECOMMENDATIONS OF INDIVIDUAL INVESTMENTS. THE FORWARD-LOOKING STATEMENTS AND OTHER VIEWS EXPRESSED HEREIN ARE THOSE OF THE PORTFOLIO MANAGERS AS OF THE DATE OF THIS REPORT. ACTUAL FUTURE RESULTS OR OCCURRENCES MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED IN ANY FORWARD-LOOKING STATEMENTS, AND THE VIEWS EXPRESSED HEREIN ARE SUBJECT TO CHANGE AT ANY TIME, DUE TO NUMEROUS MARKET AND OTHER FACTORS. THE FUNDS DISCLAIM ANY OBLIGATION TO UPDATE PUBLICLY OR REVISE ANY FORWARD-LOOKING STATEMENTS OR VIEWS EXPRESSED HEREIN. 2 Nuveen Investments muted, as the Consumer Price Index (CPI), reflecting a 14% drop in energy prices, fell 0.2% year-over-year as of October 2009. This marked the seventh straight month that consumer prices dropped from their levels of a year earlier, the longest such decline since 1954-1955. The core CPI (which excludes food and energy) rose 1.7% over the year, within the Fed's unofficial objective of 2.0% or lower for this measure. However, the economy continued to be stressed by weakness in the labor markets. October 2009 marked the 22nd consecutive month of net job losses, with a total of 7.3 million jobs lost since the recession began in December 2007. This is the biggest decline since the Great Depression. The national unemployment rate for October 2009 was 10.2%, a 26-year high, up from 6.6% in October 2008. Municipal market conditions began to show general signs of improvement in mid-December 2008 and municipal bonds continued to improve throughout most of 2009. This trend was bolstered by the reduced supply of tax-exempt municipal debt in the marketplace, due in part to the introduction of the Build America Bond program in April 2009. Build America Bonds are a new class of taxable municipal debt created as part of the February 2009 economic stimulus package. These bonds offer municipal issuers a federal subsidy equal to 35% of the security's interest payments, and therefore provide issuers with an attractive alternative to traditional tax-exempt debt. As of April 2009, taxable Build America Bonds issuance totaled $48.5 billion, accounting for almost 20% of new bonds issued in the municipal market during the period since their introduction. Over the twelve months ended October 31, 2009, tax-exempt municipal bond issuance nationwide totaled $404.5 billion, a drop of approximately 10% compared with the twelve-month period ended October 31, 2008. As mentioned earlier, demand for tax-exempt bonds was strong during the first ten months of 2009, especially on the part of individual investors and broker/dealers. The combination of lower tax-exempt supply and increased demand provided support for municipal bond prices. WHAT KEY STRATEGIES WERE USED TO MANAGE THESE FUNDS DURING THIS REPORTING PERIOD? During the majority of this twelve-month period, the tax-exempt municipal bond market was characterized by strong demand, constrained supply of new tax-exempt bonds and generally improving valuations. In this environment, our trading activity continued to focus on finding relative value by taking a bottom-up approach to discover undervalued sectors and individual credits with the potential to perform well over the long term. In NUV and NUW, we generally purchased investment-grade quality bonds offering longer maturities and good call protection, taking advantage of opportunities to purchase lower-rated bonds as we found attractive candidates. Many of the additions to our portfolio were in the health-care sector, primarily bonds rated AA, A or BBB. While the overall supply of new Nuveen Investments 3 tax-exempt bonds declined, supply was more plentiful in the health care sector because hospitals generally do not qualify for the Build America Bond program and so must continue to issue bonds in the tax-exempt municipal market. In addition, many hospitals were issuing fixed rate bonds during this period in order to refinance and retire outstanding debt that had initially been issued as variable rate debt. We completed the initial investment of NUW's assets in the months that followed its February 2009 introduction. By period end, the Fund was fully invested in a diversified portfolio of municipal bonds that we believe positions the Fund well for the future. In NMI, our focus was on adding to our holdings of credits rated A and BBB and, to a lesser degree, non-rated and sub-investment grade bonds. These bonds, which we purchased in both the primary and secondary markets, tended to have maturities at the longer end of the yield curve, specifically 20 to 30 years. From a sector perspective, we emphasized hospital and industrial development revenue (IDR) bonds, both of which we believed to be significant areas of opportunity. Some of the cash for new purchases during this period was generated by maturing or called bonds. In NMI, we also sold some holdings that we believed did not have much capacity for further price appreciation, such as bonds that we expected to be pre-refunded within the next twelve months and bonds that were close to their call dates. While there was considerable issuance of Build America Bonds over the last half of this period, these bonds do not represent good investment opportunities for all these Funds because their interest payments are considered taxable income. In September 2009, we introduced the Nuveen Enhanced Municipal Value Fund (NEV), which is designed to invest at least 80% of its assets in investment quality municipal securities and may invest up to 20% of its managed assets (as defined in its prospectus) in bonds rated below investment quality or judged to be of comparable quality under normal circumstances. During the period between NEV's inception and October 31, 2009, we worked on completing the Fund's initial investment phase. By period end, NEV was approximately 85% invested. Our purchases during this initial phase focused primarily on bonds that we believe will achieve the portfolio's objectives of providing attractive monthly income exempt from federal income taxes and attractive after-tax total returns over the long term. This included bonds at the longer end of the maturity spectrum that offered good call protection and diversification in terms of credit quality and sector, such as general and limited tax obligation, health care and single-family housing. During this period, we added inverse floating rate securities(1) to NEV, so that all four of these Funds were using inverse floaters as of October 31, 2009. We employ inverse floaters as a form of leverage for a variety of reasons, including duration management, income enhancement and total return enhancements. Coming into this period, NMI also invested in additional types of derivative instruments(2) designed to help lengthen its duration. These derivatives were removed during the first part of reporting period. (1) An inverse floating rate security, also known as an inverse floater, 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 this reporting period, are further defined within the Notes to Financial Statements and Glossary of Terms Used in this Report sections of this report. (2) Each Fund may invest in derivative instruments such as forwards, futures, options, and swap transactions. For additional information on the derivative instruments in which each Fund was invested during and at the end of the reporting period, see the Portfolio of Investments, Financial Statements, and Notes to Financial Statements sections of this report. 4 Nuveen Investments 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. AVERAGE ANNUAL TOTAL RETURNS ON NET ASSET VALUE FOR PERIODS ENDED 10/31/09 1-YEAR 5-YEAR 10-YEAR -------------------------------------------------------------------------------- NUV 16.51% 3.89% 5.37% NUW 16.92%* N/A N/A NMI 18.06% 4.26% 4.51% NEV -4.15%** N/A N/A Standard & Poor's (S&P) National Municipal Bond Index(3) 14.15% 4.04% 5.61% Lipper General and Insured Unleveraged Municipal Debt Funds Average(4) 13.90% 3.57% 4.76% -------------------------------------------------------------------------------- For the twelve months ended October 31, 2009, the total returns on net asset value (NAV) for both NUV and NMI exceeded the returns of the Standard & Poor's (S&P) National Municipal Bond Index and the average return for the Lipper General and Insured Unleveraged Municipal Debt Funds Average. As noted in the accompanying table, the return shown for NUW is a cumulative since inception return. Six-month index returns were 5.96% for the S&P National Municipal Bond Index and 8.08% for the Lipper average. In addition, NEV's return represents the approximately one-month period between its inception and October 31, 2009. We also should note that NEV, which was introduced in September 2009, was still in its initial investment phase as of October 31, 2009, that is, it was not fully invested for the entire period, which impacted its performance results. Key management factors that influenced the Funds' returns during this period included yield curve and duration positioning, credit exposure and sector allocation. During this period, yields on tax-exempt bonds generally declined and bond prices rose, especially at the longer end of the municipal yield curve. As a result, longer-term bonds generally outperformed credits with shorter maturities. In general, the greater a Fund's exposure to the longer part of the yield curve, the greater the positive impact on the Fund's return. Both NUV and NUW benefited from being relatively heavily weighted in the longer part of the curve. As mentioned earlier, our duration strategies in NMI included using derivative positions during the first part of this period to synthetically extend its duration. These derivative positions performed well and had a positive impact on NMI's total return performance. * NUW's cumulative return represents the period from its inception on February 25, 2009, through October 31, 2009. ** NEV's cumulative return represents the period from its inception on September 25, 2009, through October 31, 2009. 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. (3) The Standard & Poor's (S&P) National Municipal Bond Index is an unleveraged, market value-weighted index designed to measure the performance of the investment-grade U.S. municipal bond market. This index does not reflect any initial or ongoing expenses and is not available for direct investment. (4) The Lipper General and Insured Unleveraged Municipal Debt Funds Average 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. You cannot invest directly in a Lipper Average. Nuveen Investments 5 While yield curve positioning and duration played important roles in performance, credit exposure was also a significant factor. As noted earlier, demand for municipal bonds increased among both institutional and individual investors during this period. This increase was driven by a variety of factors, including concerns about potential tax increases, the need to rebalance portfolio allocations and a growing appetite for additional risk. At the same time, the supply of new tax-exempt municipal securities declined. As investors bid up municipal bond prices, bonds rated BBB or lower and non-rated bonds generally outperformed those rated AAA, and holdings of these bonds made relative positive contributions to the Funds' performances. Holdings that generally contributed to the Funds' performances included IDR, housing and health care bonds. Education, water and sewer, transportation and special tax bonds also outperformed the general municipal market during this period, as did zero coupon bonds and credits backed by the 1998 master tobacco settlement agreement. In NMI, sector allocation was the most significant positive contributor to performance, helped by strong weightings in health care, transportation (particularly tollroads) and IDRs. NUV and NUW also benefited from their relatively heavy exposures to health care, transportation and water and sewer bonds. Pre-refunded bonds, which had been one of the top performing segments of the municipal bond market over the past two years, performed especially poorly during this period. This underperformance can be attributed primarily to these bonds' shorter effective maturities and higher credit quality, as they are usually backed by U.S. Treasury securities. Other market segments that detracted from relative performance included resource recovery, leasing, and electric utility bonds. These were the only three revenue sectors that failed to outperform the overall municipal market during this period. Many general obligation bonds also failed to keep pace with the overall municipal market. 6 Nuveen Investments Dividend and Share Price Information During the twelve-month reporting period ended October 31, 2009, NMI had two monthly dividend increases, while the dividend of NUV remained stable throughout the period. NUW, which was introduced in February 2009, paid its initial monthly dividend distribution in April 2009 and maintained a stable dividend through the remainder of the reporting period. On November 2, 2009 (following the end of this reporting period), NEV, which was introduced on September 25, 2009, announced its initial monthly dividend distribution of $0.0760 per share, payable on December 1, 2009. Due to normal portfolio activity, shareholders of NUV received an ordinary income distribution of $0.0020 per share at the end of December 2008. All of the Funds in this report seek to pay stable dividends at rates that reflect each Fund's past results and projected future performance. During certain periods, each Fund may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Fund during the period. If a Fund has cumulatively earned more than it has paid in dividends, it holds the excess in reserve as undistributed net investment income (UNII) as part of the Fund's NAV. Conversely, if a Fund has cumulatively paid dividends in excess of its earnings, the excess constitutes negative UNII that is likewise reflected in the Fund's NAV. Each Fund will, over time, pay all of its net investment income as dividends to shareholders. As of October 31, 2009, all of the Funds in this report had positive UNII balances for tax purposes. NUV, NMI and NEV had positive UNII balances and NUW had a negative UNII balance for financial statement purposes. SHARE REPURCHASES AND SHARE PRICE INFORMATION Since the inception of the Funds' repurchase program, the Funds have not repurchased any of their outstanding shares. As of October 31, 2009, the Funds' share prices were trading at premiums (+) or discounts (-) to their NAVs as shown in the accompanying table. 10/31/09 TWELVE-MONTH AVERAGE FUND (+)PREMIUM/(-)DISCOUNT (+)PREMIUM -------------------------------------------------------------------------------- NUV +4.21% +2.64% NUW -2.22% +0.05%* NMI +2.70% +3.97% NEV +9.25% +6.57%** -------------------------------------------------------------------------------- * From the period since inception on February 25, 2009 through October 31, 2009. ** From the period since inception on September 25, 2009 through October 31, 2009. Nuveen Investments 7 NUV Performance OVERVIEW | Nuveen Municipal Value Fund, Inc. as of October 31, 2009 FUND SNAPSHOT -------------------------------------------------------------------------------- Share Price $ 9.91 -------------------------------------------------------------------------------- Net Asset Value $ 9.51 -------------------------------------------------------------------------------- Premium/(Discount) to NAV 4.21% -------------------------------------------------------------------------------- Market Yield 4.72% -------------------------------------------------------------------------------- Taxable-Equivalent Yield(1) 6.56% -------------------------------------------------------------------------------- Net Assets ($000) $ 1,872,031 -------------------------------------------------------------------------------- Average Effective Maturity on Securities (Years) 17.53 -------------------------------------------------------------------------------- Modified Duration 8.05 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN (Inception 6/17/87) -------------------------------------------------------------------------------- ON SHARE PRICE ON NAV -------------------------------------------------------------------------------- 1-Year 20.68% 16.51% -------------------------------------------------------------------------------- 5-Year 6.54% 3.89% -------------------------------------------------------------------------------- 10-Year 7.14% 5.37% -------------------------------------------------------------------------------- STATES (as a % of total investments) -------------------------------------------------------------------------------- Illinois 12.8% -------------------------------------------------------------------------------- California 11.8% -------------------------------------------------------------------------------- New York 7.9% -------------------------------------------------------------------------------- Texas 7.3% -------------------------------------------------------------------------------- New Jersey 5.6% -------------------------------------------------------------------------------- Massachusetts 4.7% -------------------------------------------------------------------------------- Washington 4.1% -------------------------------------------------------------------------------- Colorado 4.1% -------------------------------------------------------------------------------- Florida 4.0% -------------------------------------------------------------------------------- Michigan 3.8% -------------------------------------------------------------------------------- South Carolina 3.0% -------------------------------------------------------------------------------- Missouri 2.9% -------------------------------------------------------------------------------- Louisiana 2.6% -------------------------------------------------------------------------------- Puerto Rico 2.6% -------------------------------------------------------------------------------- Ohio 2.3% -------------------------------------------------------------------------------- Wisconsin 2.0% -------------------------------------------------------------------------------- Other 18.5% -------------------------------------------------------------------------------- PORTFOLIO COMPOSITION (as a % of total investments) -------------------------------------------------------------------------------- U.S. Guaranteed 21.3% -------------------------------------------------------------------------------- Tax Obligation/Limited 17.4% -------------------------------------------------------------------------------- Health Care 16.8% -------------------------------------------------------------------------------- Transportation 12.5% -------------------------------------------------------------------------------- Tax Obligation/General 8.1% -------------------------------------------------------------------------------- Utilities 7.5% -------------------------------------------------------------------------------- Consumer Staples 5.4% -------------------------------------------------------------------------------- Other 11.0% -------------------------------------------------------------------------------- CREDIT QUALITY (AS A % OF TOTAL INVESTMENTS) [PIE CHART] AAA/U.S. Guaranteed 35% AA 20% A 25% BBB 11% BB or Lower 8% N/R 1% 2008-2009 MONTHLY TAX-FREE DIVIDENDS PER SHARE(2) [BAR CHART] 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 SHARE PRICE PERFORMANCE -- WEEKLY CLOSING PRICE [LINE CHART] 11/01/08 $ 8.75 9.07 8.62 8.1 8.37 8.43 7.9 8.76 8.64 9.1 9.43 9.39 9.4 9.45 9.46 9.31 8.64 9.09 8.8001 9.0984 8.87 8.914 9.03 9.25 9.07 9.33 9.25 9.28 9.26 9.25 9.28 9.37 9.14 9.23 9.14 9.22 9.37 9.4299 9.4 9.45 9.58 9.41 9.43 9.45 9.58 9.64 9.57 9.796 9.89 9.77 9.53 9.8 10/31/09 9.907 (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 2008 of $0.0020 per share. 8 Nuveen Investments NUW Performance OVERVIEW | Nuveen Municipal Value Fund 2 as of October 31, 2009 CREDIT QUALITY (AS A % OF TOTAL INVESTMENTS) [PIE CHART] AAA/U.S. Guaranteed 19% AA 15% A 40% BBB 24% N/R 2% 2009 MONTHLY TAX-FREE DIVIDENDS PER SHARE [BAR CHART] Apr $ 0.0750 May 0.0750 Jun 0.0750 Jul 0.0750 Aug 0.0750 Sep 0.0750 Oct 0.0750 SHARE PRICE PERFORMANCE -- WEEKLY CLOSING PRICE [LINE CHART] 2/25/09 $ 15 15.03 15.15 15 15.02 15 15.08 14.87 14.7614 14.88 15.14 14.98 15.28 15.29 15.23 15.24 15.2968 15.299 15.22 15.32 15.24 15.13 15.34 15.3 15.24 15.3 15.46 15.7 15.59 15.83 15.68 16 15.89 15.9 15.78 10/31/09 15.84 FUND SNAPSHOT -------------------------------------------------------------------------------- Share Price $ 15.84 -------------------------------------------------------------------------------- Net Asset Value $ 16.20 -------------------------------------------------------------------------------- Premium/(Discount) to NAV -2.22% -------------------------------------------------------------------------------- Market Yield 5.68% -------------------------------------------------------------------------------- Taxable-Equivalent Yield(1) 7.89% -------------------------------------------------------------------------------- Net Assets ($000) $ 205,709 -------------------------------------------------------------------------------- Average Effective Maturity on Securities (Years) 26.39 -------------------------------------------------------------------------------- Modified Duration 9.83 -------------------------------------------------------------------------------- CUMULATIVE TOTAL RETURN (Inception 2/25/09) -------------------------------------------------------------------------------- ON SHARE PRICE ON NAV -------------------------------------------------------------------------------- Since Inception 9.27% 16.92% -------------------------------------------------------------------------------- STATES (as a % of total investments) -------------------------------------------------------------------------------- Illinois 12.1% -------------------------------------------------------------------------------- California 10.1% -------------------------------------------------------------------------------- Florida 8.9% -------------------------------------------------------------------------------- Wisconsin 8.3% -------------------------------------------------------------------------------- Louisiana 7.5% -------------------------------------------------------------------------------- Texas 7.5% -------------------------------------------------------------------------------- Ohio 5.9% -------------------------------------------------------------------------------- Indiana 5.4% -------------------------------------------------------------------------------- Colorado 5.2% -------------------------------------------------------------------------------- Puerto Rico 3.8% -------------------------------------------------------------------------------- Arizona 3.5% -------------------------------------------------------------------------------- Nevada 3.1% -------------------------------------------------------------------------------- Other 18.7% -------------------------------------------------------------------------------- PORTFOLIO COMPOSITION (as a % of total investments) -------------------------------------------------------------------------------- Health Care 24.2% -------------------------------------------------------------------------------- Tax Obligation/Limited 21.4% -------------------------------------------------------------------------------- Transportation 12.8% -------------------------------------------------------------------------------- Tax Obligation/General 12.1% -------------------------------------------------------------------------------- Utilities 8.9% -------------------------------------------------------------------------------- Consumer Staples 6.2% -------------------------------------------------------------------------------- Water and Sewer 5.0% -------------------------------------------------------------------------------- Other 9.4% -------------------------------------------------------------------------------- (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. Nuveen Investments 9 NMI Performance OVERVIEW | Nuveen Municipal Income Fund, Inc. as of October 31, 2009 FUND SNAPSHOT -------------------------------------------------------------------------------- Share Price $ 10.66 -------------------------------------------------------------------------------- Net Asset Value $ 10.38 -------------------------------------------------------------------------------- Premium/(Discount) to NAV 2.70% -------------------------------------------------------------------------------- Market Yield 5.29% -------------------------------------------------------------------------------- Taxable-Equivalent Yield(1) 7.35% -------------------------------------------------------------------------------- Net Assets ($000) $ 84,883 -------------------------------------------------------------------------------- Average Effective Maturity on Securities (Years) 14.76 -------------------------------------------------------------------------------- Modified Duration 6.94 -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN (Inception 4/20/88) -------------------------------------------------------------------------------- ON SHARE PRICE ON NAV -------------------------------------------------------------------------------- 1-Year 13.72% 18.06% -------------------------------------------------------------------------------- 5-Year 6.31% 4.26% -------------------------------------------------------------------------------- 10-Year 5.26% 4.51% -------------------------------------------------------------------------------- STATES (as a % of total investments) -------------------------------------------------------------------------------- California 17.3% -------------------------------------------------------------------------------- Texas 10.4% -------------------------------------------------------------------------------- Illinois 9.8% -------------------------------------------------------------------------------- Colorado 6.6% -------------------------------------------------------------------------------- New York 5.6% -------------------------------------------------------------------------------- Missouri 4.9% -------------------------------------------------------------------------------- South Carolina 4.7% -------------------------------------------------------------------------------- Ohio 3.7% -------------------------------------------------------------------------------- Indiana 3.5% -------------------------------------------------------------------------------- Michigan 3.5% -------------------------------------------------------------------------------- Virginia 2.9% -------------------------------------------------------------------------------- Virgin Islands 2.9% -------------------------------------------------------------------------------- Florida 2.8% -------------------------------------------------------------------------------- Tennessee 2.7% -------------------------------------------------------------------------------- Other 18.7% -------------------------------------------------------------------------------- PORTFOLIO COMPOSITION (as a % of total investments) -------------------------------------------------------------------------------- Health Care 19.6% -------------------------------------------------------------------------------- U.S. Guaranteed 17.1% -------------------------------------------------------------------------------- Utilities 15.3% -------------------------------------------------------------------------------- Tax Obligation/Limited 12.5% -------------------------------------------------------------------------------- Tax Obligation/General 8.7% -------------------------------------------------------------------------------- Education and Civic Organizations 5.8% -------------------------------------------------------------------------------- Water and Sewer 5.2% -------------------------------------------------------------------------------- Materials 5.1% -------------------------------------------------------------------------------- Other 10.7% -------------------------------------------------------------------------------- CREDIT QUALITY (AS A % OF TOTAL INVESTMENTS) [PIE CHART] AAA/U.S. Guaranteed 29% AA 6% A 24% BBB 26% BB or Lower 6% N/R 9% 2008-2009 MONTHLY TAX-FREE DIVIDENDS PER SHARE [BAR CHART] Nov $ 0.042 Dec 0.042 Jan 0.042 Feb 0.042 Mar 0.0445 Apr 0.0445 May 0.0445 Jun 0.0445 Jul 0.0445 Aug 0.0445 Sep 0.047 Oct 0.047 SHARE PRICE PERFORMANCE -- WEEKLY CLOSING PRICE [LINE CHART] 11/01/08 $ 9.80 10.00 9.97 9.29 9.46 9.70 8.66 9.06 9.20 9.74 10.16 9.89 9.67 10.00 10.15 10.03 9.33 9.93 9.59 10.03 9.69 9.81 9.84 9.98 10.08 9.98 10.45 10.26 10.53 10.33 10.41 10.34 10.13 10.3399 10.25 10.23 10.23 10.31 10.41 10.61 10.51 10.5 10.711 10.75 10.91 10.73 10.75 10.9 10.9 10.998 10.43 10.74 10/31/09 10.66 (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. 10 Nuveen Investments NEV Performance OVERVIEW | Nuveen Enhanced Municipal Value Fund as of October 31, 2009 CREDIT QUALITY (AS A % OF TOTAL INVESTMENTS) [PIE CHART] AAA/U.S. Guaranteed 24% AA 29% A 15% BBB 20% BB or Lower 7% N/R 5% SHARE PRICE PERFORMANCE -- WEEKLY CLOSING PRICE(2) [LINE CHART] 9/25/09 $ 15.00 15.00 15.00 15.01 15.01 10/31/09 15.00 FUND SNAPSHOT -------------------------------------------------------------------------------- Share Price $ 15.00 -------------------------------------------------------------------------------- Net Asset Value $ 13.73 -------------------------------------------------------------------------------- Premium/(Discount) to NAV 9.25% -------------------------------------------------------------------------------- Market Yield N/A -------------------------------------------------------------------------------- Taxable-Equivalent Yield(1) N/A -------------------------------------------------------------------------------- Net Assets ($000) $ 244,558 -------------------------------------------------------------------------------- Average Effective Maturity on Securities (Years) 25.46 -------------------------------------------------------------------------------- Modified Duration 15.25 -------------------------------------------------------------------------------- CUMULATIVE TOTAL RETURN (Inception 9/25/09) -------------------------------------------------------------------------------- ON SHARE PRICE ON NAV -------------------------------------------------------------------------------- Since Inception --% -4.15% -------------------------------------------------------------------------------- STATES (as a % of total investments) -------------------------------------------------------------------------------- California 20.4% -------------------------------------------------------------------------------- Florida 10.6% -------------------------------------------------------------------------------- Michigan 10.1% -------------------------------------------------------------------------------- Ohio 8.3% -------------------------------------------------------------------------------- Texas 6.6% -------------------------------------------------------------------------------- Arizona 5.8% -------------------------------------------------------------------------------- Indiana 5.5% -------------------------------------------------------------------------------- Pennsylvania 5.1% -------------------------------------------------------------------------------- Colorado 4.2% -------------------------------------------------------------------------------- Massachusetts 4.1% -------------------------------------------------------------------------------- Other 19.3% -------------------------------------------------------------------------------- PORTFOLIO COMPOSITION (as a % of total investments) -------------------------------------------------------------------------------- Health Care 27.3% -------------------------------------------------------------------------------- Tax Obligation/General 14.6% -------------------------------------------------------------------------------- Tax Obligation/Limited 12.8% -------------------------------------------------------------------------------- Utilities 10.7% -------------------------------------------------------------------------------- Consumer Staples 8.3% -------------------------------------------------------------------------------- Education and Civic Organizations 6.9% -------------------------------------------------------------------------------- Housing/Single Family 5.9% -------------------------------------------------------------------------------- Other 13.5% -------------------------------------------------------------------------------- (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) Weekly Closing Price during the period 9/25/09 through 10/31/09 was $15.00. N/A The Fund declared its first dividend distribution on November 2, 2009, subsequent to the reporting period. Nuveen Investments 11 NUV NMI | Shareholder Meeting Report The annual meeting of shareholders was held on July 28, 2009, in the Lobby Conference Room, 333 West Wacker Drive, Chicago, IL 60606; at this meeting the shareholders were asked to vote on the election of Board Members. NUV NMI ------------------------------------------------------------------------------------- Common shares Common shares ===================================================================================== APPROVAL OF THE BOARD MEMBERS WAS REACHED AS FOLLOWS: Robert P. Bremner For 161,158,757 6,659,621 Withhold 5,196,917 202,976 ------------------------------------------------------------------------------------- Total 166,355,674 6,862,597 ===================================================================================== Jack B. Evans For 161,323,450 6,682,223 Withhold 5,032,224 180,374 ------------------------------------------------------------------------------------- Total 166,355,674 6,862,597 ===================================================================================== William J. Schneider For 161,330,644 6,692,883 Withhold 5,025,030 169,714 ------------------------------------------------------------------------------------- Total 166,355,674 6,862,597 ===================================================================================== 12 Nuveen Investments Report of Independent Registered Public Accounting Firm THE BOARD OF DIRECTORS/TRUSTEES AND SHAREHOLDERS NUVEEN MUNICIPAL VALUE FUND, INC. NUVEEN MUNICIPAL VALUE FUND 2 NUVEEN MUNICIPAL INCOME FUND, INC. NUVEEN ENHANCED MUNICIPAL VALUE FUND We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen Municipal Value Fund, Inc., Nuveen Municipal Value Fund 2, Nuveen Municipal Income Fund, Inc. and Nuveen Enhanced Municipal Value Fund (the "Funds") as of October 31, 2009, and the related statements of operations, changes in net assets and the financial highlights for the periods indicated therein. 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, 2009, 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., Nuveen Municipal Value Fund 2, Nuveen Municipal Income Fund, Inc. and Nuveen Enhanced Municipal Value Fund at October 31, 2009, the results of their operations, changes in their net assets and the financial highlights for the periods indicated therein in conformity with US generally accepted accounting principles. Ernst & Young LLP Chicago, Illinois December 28, 2009 Nuveen Investments 13 NUV | Nuveen Municipal Value Fund, Inc. | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALABAMA - 0.1% $ 1,750 Huntsville Healthcare Authority, Alabama, Revenue Bonds, 6/11 at 101.00 A2 (4) $ 1,905,505 Series 2001A, 5.750%, 6/01/31 (Pre-refunded 6/01/11) ------------------------------------------------------------------------------------------------------------------------------------ ALASKA - 0.4% 3,335 Alaska Housing Finance Corporation, General Housing Purpose 12/14 at 100.00 AA 3,390,228 Bonds, Series 2005A, 5.000%, 12/01/30 - FGIC Insured 3,000 Anchorage, Alaska, General Obligation Bonds, Series 2003B, 9/13 at 100.00 AA (4) 3,394,860 5.000%, 9/01/23 (Pre-refunded 9/01/13) - FGIC Insured 1,260 Northern Tobacco Securitization Corporation, Alaska, Tobacco 6/10 at 100.00 AAA 1,295,746 Settlement Asset-Backed Bonds, Series 2000, 6.200%, 6/01/22 (Pre-refunded 6/01/10) ------------------------------------------------------------------------------------------------------------------------------------ 7,595 Total Alaska 8,080,834 ------------------------------------------------------------------------------------------------------------------------------------ ARIZONA - 1.4% 13,100 Arizona Health Facilities Authority, Hospital Revenue Bonds, 7/10 at 101.00 N/R (4) 13,720,285 Catholic Healthcare West, Series 1999A, 6.625%, 7/01/20 (Pre-refunded 7/01/10) 1,400 Arizona Health Facilities Authority, Hospital System Revenue 2/12 at 101.00 N/R (4) 1,564,262 Bonds, Phoenix Children's Hospital, Series 2002A, 6.250%, 2/15/21 (Pre-refunded 2/15/12) 2,500 Phoenix, Arizona, Civic Improvement Corporation, Senior Lien 7/18 at 100.00 AA- 2,492,275 Airport Revenue Bonds, Series 2008A, 5.000%, 7/01/38 2,575 Quechan Indian Tribe of the Fort Yuma Reservation, Arizona, 12/17 at 102.00 N/R 2,021,684 Government Project Bonds, Series 2007, 7.000%, 12/01/27 5,600 Salt Verde Financial Corporation, Arizona, Senior Gas Revenue No Opt. Call A 4,789,960 Bonds, Series 2007, 5.000%,12/01/37 1,000 Scottsdale Industrial Development Authority, Arizona, Hospital 9/13 at 100.00 A3 991,170 Revenue Bonds, Scottsdale Healthcare, Series 2008A, 5.250%, 9/01/30 ------------------------------------------------------------------------------------------------------------------------------------ 26,175 Total Arizona 25,579,636 ------------------------------------------------------------------------------------------------------------------------------------ ARKANSAS - 0.2% 2,000 Cabot School District 4, Lonoke County, Arkansas, General 2/10 at 100.00 A1 2,000,160 Obligation Refunding Bonds, Series 2003, 5.000%, 2/01/32 - AMBAC Insured 2,000 University of Arkansas, Fayetteville, Various Facilities 12/12 at 100.00 Aa3 2,029,580 Revenue Bonds, Series 2002, 5.000%, 12/01/32 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ 4,000 Total Arkansas 4,029,740 ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 11.9% 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 11,117,800 10,000 5.250%, 5/01/20 (Pre-refunded 5/01/12) 5/12 at 101.00 Aaa 11,148,600 California Health Facilities Financing Authority, Revenue Bonds, Kaiser Permanante System, Series 2006: 5,000 5.000%, 4/01/37 - BHAC Insured 4/16 at 100.00 AAA 5,062,750 6,000 5.000%, 4/01/37 4/16 at 100.00 A+ 5,577,480 6,830 California Infrastructure Economic Development Bank, Revenue 10/11 at 101.00 A- 6,449,364 Bonds, J. David Gladstone Institutes, Series 2001, 5.250%, 10/01/34 1,500 California Pollution Control Financing Authority, Revenue 6/17 at 100.00 A3 1,425,915 Bonds, Pacific Gas and Electric Company, Series 2004C, 4.750%, 12/01/23 - FGIC Insured (Alternative Minimum Tax) 11,570 California Statewide Community Development Authority, 4/10 at 100.50 BBB 11,623,453 Certificates of Participation, Internext Group, Series 1999, 5.375%, 4/01/17 3,500 California Statewide Community Development Authority, Revenue 8/19 at 100.00 AA 3,755,395 Bonds, Methodist Hospital Project, Series 2009, 6.750%, 2/01/38 3,600 California Statewide Community Development Authority, Revenue 7/18 at 100.00 AA- 3,714,408 Bonds, St. Joseph Health System, Series 2007A, 5.750%, 7/01/47 - FGIC Insured 14 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA (continued) California, General Obligation Bonds, Series 2003: $ 14,600 5.250%, 2/01/28 8/13 at 100.00 A $ 14,618,396 11,250 5.000%, 2/01/33 8/13 at 100.00 A 10,614,488 16,000 California, Various Purpose General Obligation Bonds, Series 6/17 at 100.00 A 14,977,920 2007, 5.000%, 6/01/37 5,000 Coast Community College District, Orange County, California, 8/18 at 100.00 AAA 4,087,550 General Obligation Bonds, Series 2006C, 5.000%, 8/01/32 - FSA Insured 30,000 Foothill/Eastern Transportation Corridor Agency, California, No Opt. Call AAA 18,285,300 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 23,470,365 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: 7,090 5.000%, 6/01/33 6/17 at 100.00 BBB 5,410,237 1,500 5.125%, 6/01/47 6/17 at 100.00 BBB 996,585 3,540 Golden State Tobacco Securitization Corporation, California, 6/13 at 100.00 AAA 4,142,473 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 A- 4,419,300 10,000 5.000%, 6/01/45 6/15 at 100.00 A- 8,614,100 9,000 Los Angeles Department of Water and Power, California, 7/11 at 100.00 AA 9,048,690 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- 3,829,520 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 A+ 1,165,450 2,555 0.000%, 8/01/24 - FGIC Insured No Opt. Call A+ 1,114,108 2,365 Montebello Unified School District, Los Angeles County, No Opt. Call A+ 845,322 California, General Obligation Bonds, Series 2004, 0.000%, 8/01/27 - FGIC Insured 3,550 M-S-R Energy Authority, California, Gas Revenue Bonds, No Opt. Call A 3,790,442 Citigroup Prepay Contracts, Series 2009C, 6.500%, 11/01/39 8,000 Rancho Mirage Joint Powers Financing Authority, California, 7/14 at 100.00 A3 (4) 9,346,720 Revenue Bonds, Eisenhower Medical Center, Series 2004, 5.625%, 7/01/34 (Pre-refunded 7/01/14) 15,405 Riverside Public Financing Authority, California, University 8/17 at 100.00 A 13,005,363 Corridor Tax Allocation Bonds, Series 2007C, 5.000%, 8/01/37 - NPFG Insured 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 A+ 1,122,829 2,660 0.000%, 8/01/25 - FGIC Insured No Opt. Call A+ 1,084,083 14,605 San Joaquin Hills Transportation Corridor Agency, Orange No Opt. Call A 2,275,459 County, California, Toll Road Revenue Refunding Bonds, Series 1997A, 0.000%, 1/15/35 - NPFG Insured 5,000 San Jose, California, Airport Revenue Bonds, Series 2007A, 3/17 at 100.00 A 5,120,950 6.000%, 3/01/47 - AMBAC Insured (Alternative Minimum Tax) 1,024 Yuba County Water Agency, California, Yuba River Development 3/10 at 100.00 Baa3 996,547 Revenue Bonds, Pacific Gas and Electric Company, Series 1966A, 4.000%, 3/01/16 ------------------------------------------------------------------------------------------------------------------------------------ 256,369 Total California 222,257,362 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 15 NUV | Nuveen Municipal Value Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 4.1% $ 5,000 Arkansas River Power Authority, Colorado, Power Revenue Bonds, 10/16 at 100.00 BBB $ 4,479,050 Series 2006, 5.250%, 10/01/40 - SYNCORA GTY Insured 1,800 Colorado Educational and Cultural Facilities Authority, 8/11 at 100.00 AAA 2,018,286 Charter School Revenue Bonds, Peak-to-Peak Charter School, Series 2001, 7.625%, 8/15/31 (Pre-refunded 8/15/11) 5,000 Colorado Health Facilities Authority, Colorado, Revenue Bonds, 9/16 at 100.00 AA 4,326,000 Catholic Health Initiatives, Series 2006A, 4.500%, 9/01/38 2,100 Colorado Health Facilities Authority, Revenue Bonds, Catholic 3/12 at 100.00 AA (4) 2,258,088 Health Initiatives, Series 2002A, 5.500%, 3/01/32 (ETM) 750 Colorado Health Facilities Authority, Revenue Bonds, Longmont 12/16 at 100.00 Baa2 672,728 United Hospital, Series 2006B, 5.000%, 12/01/23 - RAAI Insured 1,700 Colorado Health Facilities Authority, Revenue Bonds, Poudre 9/18 at 102.00 AAA 1,702,941 Valley Health System, Series 2005C, 5.250%, 3/01/40 - FSA Insured 500 Colorado Health Facilities Authority, Revenue Bonds, Vail 1/12 at 100.00 BBB+ 503,240 Valley Medical Center, Series 2001, 5.750%, 1/15/22 18,915 Denver, Colorado, Airport System Revenue Refunding Bonds, 11/13 at 100.00 A+ 18,500,383 Series 2003B, 5.000%, 11/15/33 - SYNCORA GTY Insured 5,000 E-470 Public Highway Authority, Colorado, Senior Revenue 9/10 at 102.00 AAA 5,323,050 Bonds, Series 2000A, 5.750%, 9/01/35 (Pre-refunded 9/01/10) - NPFG Insured E-470 Public Highway Authority, Colorado, Senior Revenue Bonds, Series 2000B: 24,200 0.000%, 9/01/31 - NPFG Insured No Opt. Call A 5,513,486 16,500 0.000%, 9/01/32 - NPFG Insured No Opt. Call A 3,497,505 39,700 E-470 Public Highway Authority, Colorado, Senior Revenue 9/10 at 31.42 Aaa 12,396,325 Bonds, Series 2000B, 0.000%, 9/01/28 (Pre-refunded 9/01/10) - NPFG Insured 6,600 E-470 Public Highway Authority, Colorado, Toll Revenue Bonds, No Opt. Call A 812,856 Refunding Series 2006B, 0.000%, 9/01/39 - NPFG Insured 10,000 E-470 Public Highway Authority, Colorado, Toll Revenue Bonds, No Opt. Call A 1,647,000 Series 2004B, 0.000%, 3/01/36 - NPFG Insured 5,000 Ebert Metropolitan District, Colorado, Limited Tax General 12/17 at 100.00 BBB- 4,498,650 Obligation Bonds, Series 2007, 5.350%, 12/01/37 - RAAI Insured 1,450 Northwest Parkway Public Highway Authority, Colorado, Revenue 6/11 at 102.00 N/R (4) 1,586,228 Bonds, Senior Series 2001A, 5.500%, 6/15/19 (Pre-refunded 6/15/11) - AMBAC Insured 7,000 Northwest Parkway Public Highway Authority, Colorado, Revenue 6/16 at 100.00 N/R (4) 7,379,190 Bonds, Senior Series 2001C, 0.000%, 6/15/21 (Pre-refunded 6/15/16) - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ 151,215 Total Colorado 77,115,006 ------------------------------------------------------------------------------------------------------------------------------------ CONNECTICUT - 0.3% 8,670 Mashantucket Western Pequot Tribe, Connecticut, Subordinate 11/17 at 100.00 N/R 4,633,855 Special Revenue Bonds, Series 2007A, 5.750%, 9/01/34 ------------------------------------------------------------------------------------------------------------------------------------ DISTRICT OF COLUMBIA - 0.5% 10,000 Washington Convention Center Authority, District of Columbia, 10/16 at 100.00 A 9,255,200 Senior Lien Dedicated Tax Revenue Bonds, Series 2007A, 4.500%, 10/01/30 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA - 4.1% 4,000 Escambia County Health Facilities Authority, Florida, Revenue 11/12 at 101.00 Aa1 4,145,280 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 9,760,500 Outlay Bonds, Series 2005E, 4.500%, 6/01/35 (UB) 1,750 Hillsborough County Industrial Development Authority, Florida, 10/16 at 100.00 A3 1,615,478 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 AA- 10,786,851 Bonds, Series 2001, 5.000%, 10/01/30 - AMBAC Insured 16 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA (continued) $ 3,000 JEA, Florida, Electric System Revenue Bonds, Series 2006-3A, 4/15 at 100.00 AAA $ 3,027,360 5.000%, 10/01/41 - FSA Insured 4,880 Lee County, Florida, Airport Revenue Bonds, Series 2000A, 10/10 at 101.00 AAA 4,942,220 6.000%, 10/01/32 - FSA Insured (Alternative Minimum Tax) 5,000 Marion County Hospital District, Florida, Revenue Bonds, Munroe 10/17 at 100.00 A3 4,277,100 Regional Medical Center, Series 2007, 5.000%, 10/01/34 4,895 Orange County Health Facilities Authority, Florida, Hospital 4/10 at 101.00 A 4,946,544 Revenue Bonds, Orlando Regional Healthcare System, Series 1999E, 6.000%, 10/01/26 8,250 Orange County School Board, Florida, Certificates of 8/12 at 100.00 AA- 8,310,473 Participation, Series 2002A, 5.000%, 8/01/27 - NPFG Insured 9,250 Port Saint Lucie. Florida, Special Assessment Revenue Bonds, 7/17 at 100.00 A 7,968,320 Southwest Annexation District 1B, Series 2007, 5.000%, 7/01/40 - NPFG Insured 2,500 Seminole Tribe of Florida, Special Obligation Bonds, Series 10/17 at 100.00 BBB 2,260,100 2007A, 5.250%, 10/01/27, 144A 14,730 South Miami Health Facilities Authority, Florida, Revenue 8/17 at 100.00 AA- 13,827,788 Bonds, Baptist Health Systems of South Florida, 5.000%, 8/15/42 (UB) ------------------------------------------------------------------------------------------------------------------------------------ 78,945 Total Florida 75,868,014 ------------------------------------------------------------------------------------------------------------------------------------ GEORGIA - 1.0% 10,240 Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 5/11 at 100.00 A 9,350,246 1999A, 5.000%, 11/01/38 - FGIC Insured 2,500 Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 5/12 at 100.00 A 2,337,675 2001A, 5.000%, 11/01/33 - NPFG Insured 4,000 Augusta, Georgia, Water and Sewerage Revenue Bonds, Series 10/14 at 100.00 AAA 4,130,040 2004, 5.250%, 10/01/39 - FSA Insured 2,250 Royston Hospital Authority, Georgia, Revenue Anticipation 1/10 at 102.00 N/R 2,011,208 Certificates, Ty Cobb Healthcare System Inc., Series 1999, 6.500%, 7/01/27 ------------------------------------------------------------------------------------------------------------------------------------ 18,990 Total Georgia 17,829,169 ------------------------------------------------------------------------------------------------------------------------------------ HAWAII - 0.7% 12,325 Honolulu City and County, Hawaii, General Obligation Bonds, 3/13 at 100.00 AA 12,966,270 Series 2003A, 5.250%, 3/01/28 - NPFG Insured ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 12.9% 2,060 Aurora, Illinois, Golf Course Revenue Bonds, Series 2000, 1/10 at 100.00 A+ 2,066,304 6.375%, 1/01/20 17,205 Chicago Board of Education, Illinois, Unlimited Tax General No Opt. Call AA- 7,908,622 Obligation Bonds, Dedicated Tax Revenues, Series 1998B-1, 0.000%, 12/01/24 - FGIC Insured 775 Chicago Greater Metropolitan Sanitary District, Illinois, No Opt. Call Aaa 807,480 General Obligation Capital Improvement Bonds, Series 1991, 7.000%, 1/01/11 (ETM) 5,000 Chicago Housing Authority, Illinois, Revenue Bonds, Capital 7/12 at 100.00 Aaa 5,582,450 Fund 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 AA- 291,233 5.625%, 1/01/39 - AMBAC Insured 9,715 Chicago, Illinois, General Obligation Bonds, Series 2002A, 7/12 at 100.00 AA- (4) 10,910,625 5.625%, 1/01/39 (Pre-refunded 7/01/12) - AMBAC Insured 2,575 Chicago, Illinois, Second Lien Passenger Facility Charge 1/11 at 101.00 A1 2,457,451 Revenue 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, 12/16 at 100.00 AAA 3,291,528 Illinois, General Obligation Bonds, Series 2004, 5.000%, 12/01/19 - FSA Insured 385 DuPage County Community School District 200, Wheaton, Illinois, 11/13 at 100.00 Aa3 422,472 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 Aa3 (4) 1,836,481 General Obligation Bonds, Series 2003B, 5.250%, 11/01/20 (Pre-refunded 11/01/13) - FSA Insured Nuveen Investments 17 NUV | Nuveen Municipal Value Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS (continued) $ 5,000 Illinois Development Finance Authority, Gas Supply Revenue 11/13 at 101.00 A2 $ 4,937,300 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 Aa3 19,129,914 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 Aa3 1,214,370 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 N/R (4) 3,636,712 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 BBB+ 1,345,238 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 BBB+ (4) 7,027,037 Illinois Wesleyan University, Series 2001, 5.125%, 9/01/35 (Pre-refunded 9/01/11) - AMBAC Insured 5,245 Illinois Finance Authority, Revenue Bonds, Loyola University 7/17 at 100.00 Aa1 5,387,716 of Chicago, Tender Option Bond Trust 1137, 9.072%, 7/01/46 (IF) 5,000 Illinois Finance Authority, Revenue Bonds, Northwestern 8/14 at 100.00 N/R (4) 5,791,450 Memorial Hospital, Series 2004A, 5.500%, 8/15/43 (Pre-refunded 8/15/14) 4,800 Illinois Finance Authority, Revenue Bonds, Provena Health, 8/19 at 100.00 BBB+ 5,399,424 Series 2009A, 7.750%, 8/15/34 3,975 Illinois Finance Authority, Revenue Bonds, Sherman Health 8/17 at 100.00 Baa1 3,637,602 Systems, Series 2007A, 5.500%, 8/01/37 15,000 Illinois Health Facilities Authority, Revenue Bonds, Condell 5/10 at 101.00 Aaa 15,637,950 Medical Center, Series 2000, 6.500%, 5/15/30 (Pre-refunded 5/15/10) 15,000 Illinois Health Facilities Authority, Revenue Bonds, Edward 2/11 at 101.00 AAA 16,011,450 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 2/10 at 100.00 Baa1 7,688,310 Health Systems, Series 1997, 5.250%, 8/01/22 - AMBAC Insured 4,350 Illinois Health Facilities Authority, Revenue Bonds, South No Opt. Call A (4) 5,209,517 Suburban Hospital, Series 1992, 7.000%, 2/15/18 (ETM) 5,000 Illinois Sports Facility Authority, State Tax Supported 6/15 at 101.00 A 4,887,850 Bonds, Series 2001, 0.000%, 6/15/30 - AMBAC Insured 5,000 Lombard Public Facilities Corporation, Illinois, First Tier 1/16 at 100.00 B+ 3,263,300 Conference Center and Hotel Revenue Bonds, Series 2005A-2, 5.500%, 1/01/36 - ACA 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 A 13,837,340 12,830 0.000%, 6/15/18 - FGIC Insured No Opt. Call A 8,829,349 Metropolitan Pier and Exposition Authority, Illinois, Revenue Bonds, McCormick Place Expansion Project, Series 1994B: 7,250 0.000%, 6/15/18 - NPFG Insured No Opt. Call AAA 4,989,305 3,385 0.000%, 6/15/21 - NPFG Insured No Opt. Call AAA 1,922,308 5,190 0.000%, 6/15/28 - NPFG Insured No Opt. Call AAA 1,909,920 11,610 0.000%, 6/15/29 - FGIC Insured No Opt. Call AAA 4,003,128 Metropolitan Pier and Exposition Authority, Illinois, Revenue Bonds, McCormick Place Expansion Project, Series 2002A: 10,000 0.000%, 6/15/24 - NPFG Insured 6/22 at 101.00 AAA 7,661,300 21,375 0.000%, 6/15/34 - NPFG Insured No Opt. Call AAA 5,381,798 21,000 0.000%, 12/15/35 - NPFG Insured No Opt. Call AAA 4,861,290 21,070 0.000%, 6/15/36 - NPFG Insured No Opt. Call AAA 4,730,636 25,825 0.000%, 6/15/39 - NPFG Insured No Opt. Call AAA 4,871,628 8,460 5.250%, 6/15/42 - NPFG Insured 6/12 at 101.00 AAA 8,531,572 18 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS (continued) Metropolitan Pier and Exposition Authority, Illinois, Revenue Refunding Bonds, McCormick Place Expansion Project, Series 1996A: $ 16,700 0.000%, 12/15/21 - NPFG Insured No Opt. Call A $ 9,223,076 1,650 5.250%, 6/15/27 - AMBAC Insured 12/09 at 100.00 A2 1,650,710 Metropolitan Pier and Exposition Authority, Illinois, Revenue Refunding Bonds, McCormick Place Expansion Project, Series 2002B: 3,775 0.000%, 6/15/20 - NPFG Insured 6/17 at 101.00 AAA 3,653,898 5,715 0.000%, 6/15/21 - NPFG Insured 6/17 at 101.00 AAA 5,504,231 1,000 Round Lake, Lake County, Illinois, Special Tax Bonds, Lakewood 3/17 at 100.00 AAA 952,270 Grove Special Service Area 4, Series 2007, 4.700%, 3/01/33 - AGC Insured 1,285 Tri-City Regional Port District, Illinois, Port and Terminal No Opt. Call N/R 953,046 Facilities Revenue Refunding Bonds, Delivery Network Project, Series 2003A, 4.900%, 7/01/14 (Alternative Minimum Tax) 1,575 Will County Community School District 161, Summit Hill, No Opt. Call N/R 1,052,951 Illinois, Capital Appreciation School Bonds, Series 1999, 0.000%, 1/01/18 - FGIC Insured 720 Will County Community School District 161, Summit Hill, No Opt. Call N/R (4) 539,244 Illinois, Capital Appreciation School Bonds, Series 1999, 0.000%, 1/01/18 - FGIC Insured (ETM) ------------------------------------------------------------------------------------------------------------------------------------ 359,530 Total Illinois 240,838,786 ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 1.7% 300 Anderson, Indiana, Economic Development Revenue Bonds, 4/14 at 100.00 N/R 272,058 Anderson University, Series 2007, 5.000%, 10/01/24 10,000 Indiana Bond Bank, State Revolving Fund Program Bonds, Series 2/13 at 101.00 AAA 10,863,300 2001A, 5.375%, 2/01/19 3,000 Indiana Health Facility Financing Authority, Hospital Revenue 3/14 at 100.00 A+ 2,941,890 Bonds, Deaconess Hospital Inc., Series 2004A, 5.375%, 3/01/34 - AMBAC Insured 4,450 Indiana Municipal Power Agency, Power Supply Revenue Bonds, 1/17 at 100.00 A+ 4,421,476 Series 2007A, 5.000%, 1/01/42 - NPFG Insured Indianapolis Local Public Improvement Bond Bank, Indiana, Series 1999E: 12,500 0.000%, 2/01/21 - AMBAC Insured No Opt. Call AA 7,638,625 14,595 0.000%, 2/01/27 - AMBAC Insured No Opt. Call AA 6,331,165 ------------------------------------------------------------------------------------------------------------------------------------ 44,845 Total Indiana 32,468,514 ------------------------------------------------------------------------------------------------------------------------------------ IOWA - 1.2% 6,990 Iowa Finance Authority, Single Family Mortgage Revenue Bonds, 7/16 at 100.00 AAA 6,558,088 Series 2007B, 4.800%, 1/01/37 (Alternative Minimum Tax) 3,500 Iowa Higher Education Loan Authority, Private College Facility 10/12 at 100.00 N/R (4) 3,936,380 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 5,146,890 Revenue Bonds, Series 2005C, 5.625%, 6/01/46 6,160 Iowa Tobacco Settlement Authority, Tobacco Settlement 6/11 at 101.00 AAA 6,641,712 Asset-Backed Revenue Bonds, Series 2001B, 5.600%, 6/01/35 (Pre-refunded 6/01/11) ------------------------------------------------------------------------------------------------------------------------------------ 23,650 Total Iowa 22,283,070 ------------------------------------------------------------------------------------------------------------------------------------ KANSAS - 0.6% 10,000 Kansas Department of Transportation, Highway Revenue Bonds, 3/14 at 100.00 AAA 10,892,100 Series 2004A, 5.000%, 3/01/22 ------------------------------------------------------------------------------------------------------------------------------------ KENTUCKY - 0.1% 1,085 Greater Kentucky Housing Assistance Corporation, FHA-Insured 1/10 at 100.00 A 1,086,128 Section 8 Mortgage Revenue Refunding Bonds, Series 1997A, 6.100%, 1/01/24 - NPFG Insured 1,000 Kentucky Economic Development Finance Authority, Louisville 6/18 at 100.00 AAA 1,062,610 Arena Project Revenue Bonds, Louisville Arena Authority, Inc., Series 2008A-1, 6.000%, 12/01/38 - AGC Insured ------------------------------------------------------------------------------------------------------------------------------------ 2,085 Total Kentucky 2,148,738 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 19 NUV | Nuveen Municipal Value Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ LOUISIANA - 2.6% $ 1,000 East Baton Rouge Parish, Louisiana, Revenue Refunding Bonds, 3/10 at 100.00 B2 $ 982,320 Georgia Pacific Corporation Project, Series 1998, 5.350%, 9/01/11 (Alternative Minimum Tax) 12,000 Louisiana Local Government Environmental Facilities & 11/17 at 100.00 BB 11,579,880 Community Development Authority, Revenue Bonds, Westlake Chemical Corporation Project, Series 2007, 6.750%, 11/01/32 5,150 Louisiana Public Facilities Authority, Hospital Revenue 8/15 at 100.00 A+ 5,075,531 Bonds, Franciscan Missionaries of Our Lady Health System, Series 2005A, 5.250%, 8/15/32 6,540 Louisiana Public Facilities Authority, Hospital Revenue 11/09 at 100.00 AAA 7,204,660 Refunding Bonds, Southern Baptist Hospital, Series 1986, 8.000%, 5/15/12 (ETM) 27,105 Tobacco Settlement Financing Corporation, Louisiana, Tobacco 5/11 at 101.00 BBB 24,531,378 Settlement Asset-Backed Bonds, Series 2001B, 5.875%, 5/15/39 ------------------------------------------------------------------------------------------------------------------------------------ 51,795 Total Louisiana 49,373,769 ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND - 0.4% 3,500 Maryland Energy Financing Administration, Revenue Bonds, AES 3/10 at 100.00 N/R 3,500,910 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 A2 4,684,778 Revenue Bonds, MedStar Health, Series 2004, 5.500%, 8/15/33 ------------------------------------------------------------------------------------------------------------------------------------ 8,100 Total Maryland 8,185,688 ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 4.7% 10,000 Massachusetts Bay Transportation Authority, Senior Sales Tax 7/12 at 100.00 AAA 11,057,900 Revenue Refunding Bonds, Series 2002A, 5.000%, 7/01/32 (Pre-refunded 7/01/12) 1,720 Massachusetts Development Finance Agency, Resource Recovery 12/09 at 101.00 BBB 1,636,976 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 BBB- 3,642,215 Revenue Bonds, Cape Cod Health Care Inc., Series 2001C, 5.250%, 11/15/31 - RAAI Insured 500 Massachusetts Health and Educational Facilities Authority, 7/18 at 100.00 A3 454,360 Revenue Bonds, CareGroup Inc., Series 2008E-1, 5.125%, 7/01/38 2,000 Massachusetts Health and Educational Facilities Authority, 7/14 at 100.00 BB 1,704,480 Revenue Bonds, Northern Berkshire Community Services Inc., Series 2004A, 6.375%, 7/01/34 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 1,188,526 1,000 6.375%, 7/01/34 7/14 at 100.00 BB 847,420 12,855 Massachusetts Housing Finance Agency, Housing Bonds, Series 12/18 at 100.00 AA- 12,908,477 2009F, 5.700%, 6/01/40 Massachusetts Turnpike Authority, Metropolitan Highway System Revenue Bonds, Senior Series 1997A: 10,195 5.000%, 1/01/27 - NPFG Insured 1/10 at 100.00 A 10,147,797 22,440 5.000%, 1/01/37 - NPFG Insured 1/10 at 100.00 A 21,166,979 8,000 Massachusetts Turnpike Authority, Metropolitan Highway System 1/10 at 100.00 AA 7,799,040 Revenue Bonds, Subordinate Series 1997B, 5.125%, 1/01/37 - NPFG Insured 10,260 Massachusetts Turnpike Authority, Metropolitan Highway System 1/10 at 100.00 AA 9,717,451 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 1,834,280 Program Bonds, Series 2000-6, 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 4,376,310 Program Bonds, Series 2000-6, 5.500%, 8/01/30 ------------------------------------------------------------------------------------------------------------------------------------ 90,650 Total Massachusetts 88,482,211 ------------------------------------------------------------------------------------------------------------------------------------ 20 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 3.8% $ 12,440 Detroit Local Development Finance Authority, Michigan, Tax 11/09 at 101.00 B- $ 4,960,077 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 4,701,900 Revenue Bonds, Series 2006D, 4.625%, 7/01/32 - FSA Insured 8,000 Detroit, Michigan, Second Lien Sewerage Disposal System 7/15 at 100.00 A 7,339,680 Revenue Bonds, Series 2005A, 5.000%, 7/01/35 - NPFG Insured 5,240 Michigan Municipal Bond Authority, Clean Water Revolving Fund 10/12 at 100.00 AAA 5,581,753 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: 900 7.500%, 10/01/12 10/11 at 100.00 Ba1 910,278 5,000 7.900%, 10/01/21 4/10 at 102.00 Ba1 4,857,250 3,500 8.000%, 10/01/31 4/10 at 102.00 Ba1 3,293,990 22,235 Michigan State Hospital Finance Authority, Hospital Revenue 2/10 at 100.00 BB- 17,159,861 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: 1,100 6.250%, 8/15/13 2/10 at 100.00 BB- 1,099,956 12,925 6.500%, 8/15/18 2/10 at 100.00 BB- 12,636,514 7,200 Michigan Strategic Fund, Limited Obligation Resource Recovery 12/12 at 100.00 Baa1 7,076,520 Revenue Refunding Bonds, Detroit Edison Company, Series 2002D, 5.250%, 12/15/32 - SYNCORA GTY Insured 1,150 Royal Oak Hospital Finance Authority, Michigan, Hospital 9/18 at 100.00 A1 1,339,923 Revenue Bonds, William Beaumont Hospital, Refunding Series 2009V, 8.250%, 9/01/39 ------------------------------------------------------------------------------------------------------------------------------------ 84,690 Total Michigan 70,957,702 ------------------------------------------------------------------------------------------------------------------------------------ MINNESOTA - 0.6% 1,750 Breckenridge, Minnesota, Revenue Bonds, Catholic Health 5/14 at 100.00 AA 1,768,953 Initiatives, Series 2004A, 5.000%, 5/01/30 6,375 Minneapolis Health Care System, Minnesota, Revenue Bonds, 11/18 at 100.00 A 7,195,208 Fairview Hospital and Healthcare Services, Series 2008A, 6.625%, 11/15/28 355 Minnesota Housing Finance Agency, Rental Housing Bonds, Series 2/10 at 100.00 AA+ 356,491 1995D, 5.900%, 8/01/15 - NPFG Insured 2,000 Saint Paul Housing and Redevelopment Authority, Minnesota, 11/16 at 100.00 Baa1 1,802,000 Health Care Facilities Revenue Bonds, HealthPartners Obligated Group, Series 2006, 5.250%, 5/15/36 ------------------------------------------------------------------------------------------------------------------------------------ 10,480 Total Minnesota 11,122,652 ------------------------------------------------------------------------------------------------------------------------------------ MISSOURI - 2.9% 40,000 Missouri Health and Educational Facilities Authority, Revenue 5/13 at 100.00 Aa2 40,384,400 Bonds, BJC Health System, Series 2003, 5.250%, 5/15/32 (UB) 6,000 Missouri-Illinois Metropolitan District Bi-State Development 10/13 at 100.00 AAA 6,027,300 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- 3,233,880 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: 1,105 5.500%, 11/15/12 11/09 at 100.00 B+ 1,105,155 1,000 5.600%, 11/15/17 11/09 at 100.00 B+ 937,500 3,075 West Plains Industrial Development Authority, Missouri, 11/09 at 101.00 B+ 2,882,075 Hospital Facilities Revenue Bonds, Ozark Medical Center, Series 1999, 6.750%, 11/15/24 ------------------------------------------------------------------------------------------------------------------------------------ 55,180 Total Missouri 54,570,310 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 21 NUV | Nuveen Municipal Value Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ MONTANA - 0.2% $ 3,750 Forsyth, Rosebud County, Montana, Pollution Control Revenue 3/13 at 101.00 A- $ 3,498,113 Refunding Bonds, Puget Sound Energy, Series 2003A, 5.000%, 3/01/31 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ NEBRASKA - 0.3% 5,000 Omaha Public Power District, Nebraska, Electric System Revenue 2/18 at 100.00 Aa1 5,312,800 Bonds, Series 2008A, 5.500%, 2/01/39 ------------------------------------------------------------------------------------------------------------------------------------ NEVADA - 0.7% 2,500 Carson City, Nevada, Hospital Revenue Bonds, Carson-Tahoe 9/13 at 100.00 BBB 2,240,050 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 Caa2 1,234,167 11,000 0.000%, 1/01/25 - AMBAC Insured No Opt. Call Caa2 867,790 4,000 5.625%, 1/01/32 - AMBAC Insured 1/10 at 102.00 Caa2 820,040 22,010 5.375%, 1/01/40 - AMBAC Insured 1/10 at 100.00 Caa2 4,512,270 2,500 Reno, Neveda, Health Facility Revenue Bonds, Catholic 7/17 at 100.00 AAA 2,688,850 Healthcare West, Trust 2634, 18.374%, 7/01/31 - BHAC Insured (IF) 1,500 Sparks Tourism Improvement District 1, Legends at Sparks 6/18 at 100.00 Ba2 1,455,075 Marina, Nevada, Senior Sales Tax Revenue Bonds Series 2008A, 6.750%, 6/15/28 ------------------------------------------------------------------------------------------------------------------------------------ 58,605 Total Nevada 13,818,242 ------------------------------------------------------------------------------------------------------------------------------------ NEW JERSEY - 5.7% 23,625 New Jersey Economic Development Authority, Special Facilities 3/10 at 101.00 B 20,314,193 Revenue Bonds, Continental Airlines Inc., Series 1999, 6.250%, 9/15/29 (Alternative Minimum Tax) 9,000 New Jersey Economic Development Authority, Special Facilities 11/10 at 101.00 B 8,410,140 Revenue Bonds, Continental Airlines Inc., Series 2000, 7.000%, 11/15/30 (Alternative Minimum Tax) 4,740 New Jersey Health Care Facilities Financing Authority, Revenue 1/17 at 41.49 BB+ 640,564 Bonds, Saint Barnabas Health Care System, Series 2006A, 0.000%, 7/01/34 11,200 New Jersey Health Care Facilities Financing Authority, Revenue 7/10 at 101.00 BBB- (4) 11,833,696 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 8,577,300 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 AA- 7,654,200 27,000 0.000%, 12/15/32 - FSA Insured No Opt. Call AAA 7,121,520 310 New Jersey Turnpike Authority, Revenue Bonds, Series 1991C, No Opt. Call A+ 367,226 6.500%, 1/01/16 - NPFG Insured New Jersey Turnpike Authority, Revenue Bonds, Series 1991C: 105 6.500%, 1/01/16 - NPFG Insured (ETM) No Opt. Call A+ (4) 129,241 1,490 6.500%, 1/01/16 - NPFG Insured (ETM) No Opt. Call A+ (4) 1,734,032 27,185 Tobacco Settlement Financing Corporation, New Jersey, Tobacco 6/12 at 100.00 AAA 30,686,423 Settlement Asset-Backed Bonds, Series 2002, 6.125%, 6/01/42 (Pre-refunded 6/01/12) 7,165 Tobacco Settlement Financing Corporation, New Jersey, Tobacco 6/13 at 100.00 AAA 8,352,885 Settlement Asset-Backed Bonds, Series 2003, 6.250%, 6/01/43 (Pre-refunded 6/01/13) ------------------------------------------------------------------------------------------------------------------------------------ 149,320 Total New Jersey 105,821,420 ------------------------------------------------------------------------------------------------------------------------------------ NEW MEXICO - 0.6% 1,500 University of New Mexico, Revenue Refunding Bonds, Series No Opt. Call AA 1,739,040 1992A, 6.000%, 6/01/21 9,600 University of New Mexico, Subordinate Lien Revenue Refunding 6/12 at 100.00 AA 9,662,016 and Improvement Bonds, Series 2002A, 5.000%, 6/01/32 ------------------------------------------------------------------------------------------------------------------------------------ 11,100 Total New Mexico 11,401,056 ------------------------------------------------------------------------------------------------------------------------------------ 22 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 7.9% $ 8,500 Dormitory Authority of the State of New York, FHA-Insured 2/14 at 100.00 AAA $ 8,774,125 Mortgage Revenue Bonds, Kaleida Health, Series 2004, 5.050%, 2/15/25 5,200 Dormitory Authority of the State of New York, New York City, 5/10 at 101.00 AA- (4) 5,411,744 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, 1/10 at 100.00 A2 2,501,250 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, 1/10 at 100.00 A2 2,626,313 Mount Sinai NYU Health, Series 2000C, 5.500%, 7/01/26 15,500 Long Island Power Authority, New York, Electric System General 9/11 at 100.00 AAA 16,840,750 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- 2,023,400 Revenue Bonds, Series 2006B, 5.000%, 12/01/35 1,510 New York City Industrial Development Agency, New York, Civic 12/16 at 100.00 BB+ 1,106,860 Facility Revenue Bonds, Vaughn College of Aeronautics, Series 2006B, 5.000%, 12/01/31 10,000 New York City Industrial Development Agency, New York, Special 8/12 at 101.00 B- 10,180,600 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 5,599,165 Water and Sewerage System Revenue Bonds, Series 2004B, 5.000%, 6/15/36 - FSA Insured (UB) 5 New York City, New York, General Obligation Bonds, Fiscal 2/10 at 100.00 AA 5,022 Series 1997E, 6.000%, 8/01/16 3,880 New York City, New York, General Obligation Bonds, Fiscal 2/10 at 100.00 AA 3,895,016 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 AAA 1,520,601 385 5.500%, 6/01/22 6/13 at 100.00 AAA 402,398 New York City, New York, General Obligation Bonds, Fiscal Series 2004C: 8,000 5.250%, 8/15/24 8/14 at 100.00 AA 8,346,560 6,000 5.250%, 8/15/25 8/14 at 100.00 AA 6,249,360 10,000 New York Dorm Authority, FHA Insured Mortgage Hospital Revenue 8/16 at 100.00 BB+ 9,247,300 Bonds, Kaleida Health, Series 2006, 4.700%, 2/15/35 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- 10,332,600 11,190 5.500%, 6/01/18 6/12 at 100.00 AA- 11,731,596 28,810 5.500%, 6/01/19 6/13 at 100.00 AA- 30,578,356 2,500 Port Authority of New York and New Jersey, Special Project No Opt. Call A 2,564,725 Bonds, JFK International Air Terminal LLC, Sixth Series 1997, 6.250%, 12/01/10 - NPFG Insured (Alternative Minimum Tax) 8,500 Power Authority of the State of New York, General Revenue 11/10 at 100.00 Aa2 8,553,890 Bonds, Series 2000A, 5.250%, 11/15/40 ------------------------------------------------------------------------------------------------------------------------------------ 144,055 Total New York 148,491,631 ------------------------------------------------------------------------------------------------------------------------------------ NORTH CAROLINA - 1.1% 1,500 Charlotte, North Carolina, Certificates of Participation, 6/13 at 100.00 AA+ 1,518,090 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 A- 2,523,450 Revenue Refunding Bonds, Series 2003D, 5.125%, 1/01/26 1,500 North Carolina Infrastructure Finance Corporation, 2/14 at 100.00 AA+ 1,586,535 Certificates of Participation, Correctional Facilities, Series 2004A, 5.000%, 2/01/20 2,000 North Carolina Medical Care Commission, Health System Revenue 10/17 at 100.00 AA 1,893,160 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 A 10,201,000 Revenue Bonds, Series 1999B, 6.500%, 1/01/20 3,000 The Charlotte-Mecklenberg Hospital Authority, North Carolina, 1/18 at 100.00 AA- 2,891,910 Doing Business as Carolinas HealthCare System, Health Care Refunding Revenue Bonds, Series 2008A, 5.000%, 1/15/47 ------------------------------------------------------------------------------------------------------------------------------------ 20,500 Total North Carolina 20,614,145 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 23 NUV | Nuveen Municipal Value Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 2.3% $ 10,000 American Municipal Power Ohio Inc., General Revenue Bonds, 2/18 at 100.00 A1 $ 10,048,600 Series 2008, 5.250%, 2/15/43 Buckeye Tobacco Settlement Financing Authority, Ohio, Tobacco Settlement Asset-Backed Revenue Bonds, Senior Lien, Series 2007A-2: 480 5.125%, 6/01/24 6/17 at 100.00 BBB 427,517 2,885 5.375%, 6/01/24 6/17 at 100.00 BBB 2,637,784 5,500 5.875%, 6/01/30 6/17 at 100.00 BBB 4,787,035 15,165 5.750%, 6/01/34 6/17 at 100.00 BBB 12,753,007 11,785 5.875%, 6/01/47 6/17 at 100.00 BBB 8,731,742 5,150 Buckeye Tobacco Settlement Financing Authority, Ohio, Tobacco 6/22 at 100.00 BBB 3,378,143 Settlement Asset-Backed Revenue Bonds, Senior Lien, Series 2007A-3, 0.000%, 6/01/37 ------------------------------------------------------------------------------------------------------------------------------------ 50,965 Total Ohio 42,763,828 ------------------------------------------------------------------------------------------------------------------------------------ OKLAHOMA - 0.8% 9,955 Oklahoma Development Finance Authority, Revenue Bonds, St. 2/14 at 100.00 A 9,896,763 John Health System, Series 2004, 5.125%, 2/15/31 5,045 Oklahoma Development Finance Authority, Revenue Bonds, St. 2/14 at 100.00 AAA 5,738,032 John Health System, Series 2004, 5.125%, 2/15/31 (Pre-refunded 2/15/14) ------------------------------------------------------------------------------------------------------------------------------------ 15,000 Total Oklahoma 15,634,795 ------------------------------------------------------------------------------------------------------------------------------------ OREGON - 0.3% 2,600 Clackamas County Hospital Facility Authority, Oregon, Revenue 5/11 at 101.00 A+ 2,664,558 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 2,721,319 University, Series 2007A, 5.000%, 10/01/32 ------------------------------------------------------------------------------------------------------------------------------------ 5,460 Total Oregon 5,385,877 ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA - 1.9% 10,300 Allegheny County Hospital Development Authority, Pennsylvania, 11/17 at 100.00 BB 8,205,804 Revenue Bonds, West Penn Allegheny Health System, Series 2007A, 5.000%, 11/15/28 6,500 Pennsylvania Turnpike Commission, Turnpike Revenue Bonds, 12/14 at 100.00 Aa3 6,670,430 Series 2004A, 5.500%, 12/01/31 - AMBAC Insured 8,000 Philadelphia School District, Pennsylvania, General Obligation 6/14 at 100.00 Aa3 (4) 9,181,760 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 11,341,025 Revenue Bonds, Philadelphia School District, Series 2003, 5.000%, 6/01/33 (Pre-refunded 6/01/13) - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ 34,875 Total Pennsylvania 35,399,019 ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO - 2.6% 8,340 Puerto Rico Aqueduct and Sewerage Authority, Revenue Bonds, 7/18 at 100.00 BBB- 8,525,648 Senior Lien Series 2008A, 6.000%, 7/01/44 13,000 Puerto Rico Highway and Transportation Authority, Highway No Opt. Call BBB 12,326,340 Revenue Bonds, Series 2007N, 5.250%, 7/01/39 - FGIC Insured 5,450 Puerto Rico Industrial, Tourist, Educational, Medical and 6/10 at 101.00 Baa3 5,507,062 Environmental Control Facilities Financing Authority, Co-Generation Facility Revenue Bonds, Series 2000A, 6.625%, 6/01/26 (Alternative Minimum Tax) 4,345 Puerto Rico Infrastructure Financing Authority, Special 10/10 at 101.00 AAA 4,596,662 Obligation Bonds, Series 2000A, 5.500%, 10/01/40 11,000 Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue 8/26 at 100.00 A+ 8,110,630 Bonds, First Subordinate Series 2009A, 0.000%, 8/01/32 70,300 Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue No Opt. Call AA- 4,300,251 Bonds, Series 2007A, 0.000%, 8/01/54 - AMBAC Insured 5,000 Puerto Rico, General Obligation Bonds, Series 2000B, 5.625%, 7/10 at 100.00 A 5,021,250 7/01/19 - NPFG Insured ------------------------------------------------------------------------------------------------------------------------------------ 117,435 Total Puerto Rico 48,387,843 ------------------------------------------------------------------------------------------------------------------------------------ 24 Nuveen Investments 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, 11/09 at 100.00 A $ 6,128,063 Hospital Financing Revenue Bonds, Lifespan Obligated Group, Series 1996, 5.250%, 5/15/26 - NPFG Insured 16,070 Rhode Island Tobacco Settlement Financing Corporation, 6/12 at 100.00 BBB 14,605,862 Tobacco Settlement Asset-Backed Bonds, Series 2002A, 6.250%, 6/01/42 ------------------------------------------------------------------------------------------------------------------------------------ 22,320 Total Rhode Island 20,733,925 ------------------------------------------------------------------------------------------------------------------------------------ SOUTH CAROLINA - 3.0% 7,000 Dorchester County School District 2, South Carolina, 12/14 at 100.00 AA- 7,143,500 Installment 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 A+ 2,855,910 Fee Revenue Bonds, Series 2004A, 5.000%, 6/01/36 - FGIC Insured 11,550 Piedmont Municipal Power Agency, South Carolina, Electric No Opt. Call AAA 4,211,708 Revenue Bonds, Series 2004A-2, 0.000%, 1/01/28 - AMBAC Insured 8,475 Piedmont Municipal Power Agency, South Carolina, Electric 1/10 at 100.00 A- 8,421,014 Revenue Refunding Bonds, Series 1986, 5.000%, 1/01/25 4,320 South Carolina JOBS Economic Development Authority, Economic 11/12 at 100.00 A3 (4) 4,885,790 Development Revenue Bonds, Bon Secours Health System Inc., Series 2002A, 5.625%, 11/15/30 (Pre-refunded 11/15/12) 16,430 South Carolina JOBS Economic Development Authority, Economic 11/12 at 100.00 A- 16,554,868 Development Revenue Bonds, Bon Secours Health System Inc., Series 2002B, 5.625%, 11/15/30 8,000 South Carolina JOBS Economic Development Authority, Hospital 12/10 at 102.00 Baa2 (4) 8,674,480 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 A 4,084,377 System Revenue Bonds, Series 2003B, 5.000%, 3/01/38 - NPFG Insured ------------------------------------------------------------------------------------------------------------------------------------ 62,990 Total South Carolina 56,831,647 ------------------------------------------------------------------------------------------------------------------------------------ TENNESSEE - 1.1% 10,300 Jackson, Tennessee, Hospital Revenue Refunding Bonds, 4/18 at 100.00 A+ 10,566,667 Jackson-Madison County General Hospital Project, Series 2008, 5.625%, 4/01/38 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 A1 3,100,410 2,605 6.500%, 4/15/31 4/12 at 101.00 A1 2,665,410 2,000 Sullivan County Health Educational and Housing Facilities 3/13 at 100.00 N/R 1,719,860 Board, Tennessee, Revenue Bonds, Wellmont Health System, Refunding Series 200A, 0.000%, 9/01/32 3,000 Sullivan County Health Educational and Housing Facilities 9/16 at 100.00 BBB+ 2,509,890 Board, Tennessee, Revenue Bonds, Wellmont Health System, Series 2006C, 5.250%, 9/01/36 ------------------------------------------------------------------------------------------------------------------------------------ 20,905 Total Tennessee 20,562,237 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 7.4% 5,000 Alliance Airport Authority, Texas, Special Facilities Revenue 12/12 at 100.00 CCC+ 2,988,250 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 1,540,880 Hotel Revenue Bonds, First Tier Series 2006B, 5.750%, 1/01/34 5,110 Brazos River Authority, Texas, Pollution Control Revenue 4/13 at 101.00 Caa3 2,983,269 Refunding Bonds, TXU Electric Company, Series 1999C, 7.700%, 3/01/32 (Alternative Minimum Tax) Central Texas Regional Mobility Authority, Travis and Williamson Counties, Toll Road Revenue Bonds, Series 2005: 4,000 5.000%, 1/01/35 - FGIC Insured 1/15 at 100.00 A 3,451,080 31,550 5.000%, 1/01/45 - FGIC Insured 1/15 at 100.00 A 26,906,154 11,000 Harris County-Houston Sports Authority, Texas, Junior Lien No Opt. Call A 3,223,660 Revenue Bonds, Series 2001H, 0.000%, 11/15/27 - NPFG Insured Nuveen Investments 25 NUV | Nuveen Municipal Value Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ TEXAS (continued) $ 2,950 Harris County-Houston Sports Authority, Texas, Senior Lien 11/11 at 100.00 A $ 2,700,607 Revenue Bonds, Series 2001G, 5.250%, 11/15/30 - NPFG Insured 13,270 Harris County-Houston Sports Authority, Texas, Third Lien 11/24 at 59.10 A 2,389,396 Revenue Bonds, Series 2004-A3., 0.000%, 11/15/33 - NPFG Insured 24,660 Houston, Texas, Hotel Occupancy Tax and Special Revenue No Opt. Call A- 7,232,778 Bonds, Convention and Entertainment Project, Series 2001B, 0.000%, 9/01/29 - AMBAC Insured 10,045 Houston, Texas, Subordinate Lien Airport System Revenue 7/10 at 100.00 AAA 10,250,018 Bonds, Series 2000A, 5.875%, 7/01/16 - FSA Insured (Alternative Minimum Tax) 3,470 Irving Independent School District, Texas, Unlimited Tax No Opt. Call AAA 3,433,079 School Building Bonds, Series 1997, 0.000%, 2/15/11 5,000 Kerrville Health Facilities Development Corporation, Texas, No Opt. Call BBB- 4,431,000 Revenue Bonds, Sid Peterson Memorial Hospital Project, Series 2005, 5.375%, 8/15/35 22,060 Leander Independent School District, Williamson and Travis 2/10 at 32.48 AAA 7,041,111 Counties, Texas, Unlimited Tax School Building and Refunding Bonds, Series 2000, 0.000%, 8/15/27 North Texas Thruway Authority, First Tier System Revenue Refunding Bonds, Capital Appreciation Series 2008I: 30,000 0.000%, 1/01/42 - AGC Insured 1/25 at 100.00 AAA 22,403,400 5,220 0.000%, 1/01/43 1/25 at 100.00 A2 3,839,362 15,450 North Texas Thruway Authority, First Tier System Revenue No Opt. Call AAA 3,247,281 Refunding Bonds, Capital Appreciation Series 2008, 0.000%, 1/01/36 - AGC Insured 5,000 Port Corpus Christi Industrial Development Corporation, 4/10 at 100.00 BBB 4,955,450 Texas, 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 Baa2 4,412,500 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 CCC 1,001,120 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 AA 2,981,700 4.750%, 5/15/37 - NPFG Insured 11,585 Tarrant County Cultural & Educational Facilities Financing 2/17 at 100.00 AA- 10,763,044 Corporation, Texas, Revenue Bonds, Series 2007, Trust 1201, 9.088%, 2/15/36 (IF) 5,000 Tarrant County Cultural Education Facilities Finance 1/19 at 100.00 AAA 5,507,150 Corporation, Texas, Revenue Refunding Bonds, Christus Health, Series 2008, 6.500%, 7/01/37 ------------------------------------------------------------------------------------------------------------------------------------ 222,370 Total Texas 137,682,289 ------------------------------------------------------------------------------------------------------------------------------------ UTAH - 0.4% 3,260 Eagle Mountain, Utah, Gas and Electric Revenue Bonds, Series 6/15 at 100.00 BBB- 3,151,703 2005, 5.000%, 6/01/24 - RAAI Insured 655 Utah Housing Finance Agency, Single Family Mortgage Bonds, 1/10 at 101.50 AAA 655,747 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 AA (4) 4,158,023 Bonds, Series 2004, 5.000%, 4/01/35 (Pre-refunded 4/01/14) - NPFG Insured ------------------------------------------------------------------------------------------------------------------------------------ 7,615 Total Utah 7,965,473 ------------------------------------------------------------------------------------------------------------------------------------ VIRGIN ISLANDS - 0.1% 2,500 Virgin Islands Public Finance Authority, Revenue Bonds, 1/14 at 100.00 BBB 2,545,175 Refinery Project - Hovensa LLC, Series 2003, 6.125%, 7/01/22 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ VIRGINIA - 0.4% 3,000 Fairfax County Economic Development Authority, Virginia, 10/17 at 100.00 N/R 2,553,060 Residential Care Facilities Mortgage Revenue Bonds, Goodwin House, Inc., Series 2007A, 5.125%, 10/01/42 4,125 Metropolitan Washington D.C. Airports Authority, Airport 10/12 at 100.00 AA- 4,333,725 System Revenue Bonds, Series 2002A, 5.750%, 10/01/16 - FGIC Insured (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 7,125 Total Virginia 6,886,785 ------------------------------------------------------------------------------------------------------------------------------------ 26 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON - 4.1% $ 6,400 Cowlitz County Public Utilities District 1, Washington, 9/14 at 100.00 A $ 6,292,288 Electric 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 13,813,625 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 4,457,520 Bonds, Nuclear Project 3, Series 2003A, 5.500%, 7/01/17 - SYNCORA GTY Insured 8,200 Washington Public Power Supply System, Revenue Refunding No Opt. Call Aaa 7,274,958 Bonds, Nuclear Project 3, Series 1989B, 0.000%, 7/01/14 2,500 Washington State Health Care Facilities Authority, Revenue No Opt. Call N/R 2,000,225 Bonds, Northwest Hospital and Medical Center of Seattle, Series 2007, 5.700%, 12/01/32 5,000 Washington State Healthcare Facilities Authority, Revenue 10/16 at 100.00 AA 4,775,500 Bonds, Providence Health Care Services, Series 2006A, 4.625%, 10/01/34 - FGIC Insured 2,875 Washington State Healthcare Facilities Authority, Revenue 8/17 at 100.00 A 2,652,303 Bonds, Virginia Mason Medical Center, Series 2007B, 5.000%, 2/15/27 - NPFG Insured 7,910 Washington State Housing Finance Commission, Single Family 12/15 at 100.00 Aaa 7,665,977 Program Bonds, 2006 Series 3A, 5.000%, 12/01/37 (Alternative Minimum Tax) 19,130 Washington State Tobacco Settlement Authority, Tobacco 6/13 at 100.00 BBB 18,831,572 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 - NPFG Insured No Opt. Call AA+ 3,522,600 16,195 0.000%, 6/01/30 - NPFG Insured No Opt. Call AA+ 5,925,751 ------------------------------------------------------------------------------------------------------------------------------------ 93,710 Total Washington 77,212,319 ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 2.0% Badger Tobacco Asset Securitization Corporation, Wisconsin, Tobacco Settlement Asset-Backed Bonds, Series 2002: 5,360 6.125%, 6/01/27 (Pre-refunded 6/01/12) 6/12 at 100.00 AAA 5,856,926 14,750 6.375%, 6/01/32 (Pre-refunded 6/01/12) 6/12 at 100.00 AAA 16,546,255 6,000 Wisconsin Health and Educational Facilities Authority, 9/13 at 100.00 BBB+ (4) 6,921,720 Revenue 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, 2/16 at 100.00 BBB+ 1,008,520 Revenue Bonds, Marshfield Clinic, Series 2006A, 5.000%, 2/15/17 3,750 Wisconsin Health and Educational Facilities Authority, 2/12 at 101.00 AAA 4,181,850 Revenue Bonds, Wheaton Franciscan Services Inc., Series 2002, 5.750%, 8/15/30 (Pre-refunded 2/15/12) 2,925 Wisconsin Housing and Economic Development Authority, Home 9/14 at 100.00 AA 2,698,751 Ownership Revenue Bonds, Series 2005C, 4.875%, 3/01/36 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 33,785 Total Wisconsin 37,214,022 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 27 NUV | Nuveen Municipal Value Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ WYOMING - 0.1% $ 2,035 Campbell County, Wyoming Solid Waste Facilities Revenue 7/19 at 100.00 A+ $ 2,143,079 Bonds, Basin Electric Power Cooperative - Dry Fork Station Facilities, Series 2009A, 5.750%, 7/15/39 ------------------------------------------------------------------------------------------------------------------------------------ $ 2,408,459 Total Investments (cost $1,865,922,627) - 100.3% 1,877,149,851 ===============--------------------------------------------------------------------------------------------------------------------- Floating Rate Obligations - (2.0)% (38,250,000) ------------------------------------------------------------------------------------------------------------------ Other Assets Less Liabilities - 1.7% 33,131,484 ------------------------------------------------------------------------------------------------------------------ Net Assets - 100% $ 1,872,031,335 ================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets. (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. (IF) Inverse floating rate investment. (UB) Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 - Inverse Floating Rate Securities for more information. 144A Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration which are normally those transactions with qualified institutional buyers. See accompanying notes to financial statements. 28 Nuveen Investments NUW | Nuveen Municipal Value Fund 2 | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALASKA - 0.1% $ 155 Northern Tobacco Securitization Corporation, Alaska, Tobacco 6/14 at 100.00 Baa3 $ 102,998 Settlement Asset-Backed Bonds, Series 2006A, 5.000%, 6/01/46 ------------------------------------------------------------------------------------------------------------------------------------ ARIZONA - 3.4% 4,000 Maricopa County Pollution Control Corporation, Arizona, 2/19 at 100.00 BBB 4,443,600 Pollution Control Revenue Bonds, El Paso Electric Company, Refunding Series 2009A, 7.250%, 2/01/40 2,995 Salt Verde Financial Corporation, Arizona, Senior Gas Revenue No Opt. Call A 2,561,773 Bonds, Series 2007, 5.000%, 12/01/37 ------------------------------------------------------------------------------------------------------------------------------------ 6,995 Total Arizona 7,005,373 ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 9.9% 11,000 Alhambra Unified School District, Los Angeles County, No Opt. Call AAA 1,607,760 California, General Obligation Bonds, Capital Appreciation Series 2009B, 0.000%, 8/01/41 - AGC Insured 2,500 California State Public Works Board, Lease Revenue Bonds, 4/19 at 100.00 A- 2,600,850 Department of General Services Buildings 8 & 9, Series 2009A, 6.250%, 4/01/34 2,150 Golden State Tobacco Securitization Corporation, California, 6/17 at 100.00 BBB 1,640,622 Enhanced Tobacco Settlement Asset-Backed Bonds, Series 2007A-1, 5.000%, 6/01/33 1,800 Golden State Tobacco Securitization Corporation, California, 6/15 at 100.00 A- 1,550,538 Tobacco Settlement Asset-Backed Revenue Bonds, Series 2005A, 5.000%, 6/01/45 450 M-S-R Energy Authority, California, Gas Revenue Bonds, Series No Opt. Call A 480,479 2009, 6.500%, 11/01/39 Palomar Pomerado Health, California, General Obligation Bonds, Series 2009A: 9,320 0.000%, 8/01/33 - AGC Insured No Opt. Call AAA 2,231,301 10,200 0.000%, 8/01/38 - AGC Insured 8/29 at 100.00 AAA 6,408,660 Poway Unified School District, San Diego County, California, School Facilities Improvement District 2007-1 General Obligation Bonds, Series 2009A: 8,000 0.000%, 8/01/32 No Opt. Call AA- 2,038,640 8,000 0.000%, 8/01/33 No Opt. Call AA- 1,910,880 ------------------------------------------------------------------------------------------------------------------------------------ 53,420 Total California 20,469,730 ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 5.2% 5,000 Denver City and County, Colorado, Airport System Revenue 11/15 at 100.00 A+ 5,083,250 Bonds, Series 2005A, 5.000%, 11/15/25 - SYNCORA GTY Insured 3,605 E-470 Public Highway Authority, Colorado, Toll Revenue Bonds, 9/20 at 67.94 A 1,118,595 Series 2004B, 0.000%, 9/01/27 - NPFG Insured 4,000 Park Creek Metropolitan District, Colorado, Senior Property No Opt. Call AAA 4,414,640 Tax Supported Revenue Bonds, Series 2009, 6.375%, 12/01/37 - AGC Insured ------------------------------------------------------------------------------------------------------------------------------------ 12,605 Total Colorado 10,616,485 ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA - 8.8% 9,500 Miami-Dade County, Florida, Aviation Revenue Bonds, Miami 10/19 at 100.00 A2 9,601,555 International Airport, Series 2009A, 5.500%, 10/01/41 Miami-Dade County, Florida, General Obligation Bonds, Build Better Communities Program, Series 2009-B1: 2,000 5.625%, 7/01/38 7/18 at 100.00 AA- 2,102,720 2,500 6.000%, 7/01/38 7/18 at 100.00 AA- 2,745,850 4,500 Tolomato Community Development District, Florida, Special 5/18 at 100.00 N/R 3,698,550 Assessment Bonds, Series 2007, 6.450%, 5/01/23 ------------------------------------------------------------------------------------------------------------------------------------ 18,500 Total Florida 18,148,675 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 29 NUW | Nuveen Municipal Value Fund 2 (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 11.9% $ 5,000 Illinois Finance Authority, Revenue Bonds, Northwestern 8/19 at 100.00 AA+ $ 5,403,100 Memorial Hospital, Series 2009A, 6.000%, 8/15/39 3,500 Illinois Finance Authority, Revenue Bonds, OSF Healthcare 5/19 at 100.00 A 3,793,370 System, Series 2009A, 7.125%, 11/15/37 5,000 Illinois Finance Authority, Revenue Bonds, Rush University 11/18 at 100.00 A- 5,573,450 Medical Center Obligated Group, Series 2009A and 2009B, 7.250%, 11/01/38 3,995 Illinois Finance Authority, Student Housing Revenue Bonds, 5/17 at 100.00 Baa3 3,306,542 Educational Advancement Fund Inc., Refunding Series 2007A, 5.250%, 5/01/34 28,000 Metropolitan Pier and Exposition Authority, Illinois, Revenue No Opt. Call AAA 6,481,720 Bonds, McCormick Place Expansion Project, Series 2002A, 0.000%, 12/15/35 - NPFG Insured ------------------------------------------------------------------------------------------------------------------------------------ 45,495 Total Illinois 24,558,182 ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 5.3% 5,000 Indiana Finance Authority, Hospital Revenue Bonds, Deaconess 3/19 at 100.00 A+ 5,353,100 Hospital Obligated Group, Series 2009A, 6.750%, 3/01/39 3,650 Indiana Health Facility Financing Authority, Revenue Bonds, 3/17 at 100.00 BBB 3,481,224 Community Foundation of Northwest Indiana, Series 2007, 5.500%, 3/01/37 2,000 Indiana Municipal Power Agency, Power Supply System Revenue 1/19 at 100.00 A+ 2,151,600 Bonds, Series 2009B, 6.000%, 1/01/39 ------------------------------------------------------------------------------------------------------------------------------------ 10,650 Total Indiana 10,985,924 ------------------------------------------------------------------------------------------------------------------------------------ IOWA - 1.1% 3,000 Iowa Tobacco Settlement Authority, Asset Backed Settlement 6/15 at 100.00 BBB 2,204,100 Revenue Bonds, Series 2005C, 5.375%, 6/01/38 ------------------------------------------------------------------------------------------------------------------------------------ LOUISIANA - 7.4% 5,000 Louisiana Citizens Property Insurance Corporation, Assessment 6/18 at 100.00 AAA 5,572,750 Revenue Bonds, Series 2006C-3, 6.125%, 6/01/25 Louisiana Public Facilities Authority, Revenue Bonds, Ochsner Clinic Foundation Project, Series 2007A: 7,000 5.375%, 5/15/43 5/17 at 100.00 A3 6,477,940 275 5.500%, 5/15/47 5/17 at 100.00 A3 258,566 3,255 St John Baptist Parish, Louisiana, Revenue Bonds, Marathon Oil 6/17 at 100.00 BBB+ 2,968,820 Corporation, Series 2007A, 5.125%, 6/01/37 ------------------------------------------------------------------------------------------------------------------------------------ 15,530 Total Louisiana 15,278,076 ------------------------------------------------------------------------------------------------------------------------------------ MAINE - 1.8% 3,335 Maine Health and Higher Educational Facilities Authority, 7/19 at 100.00 Aa2 3,636,050 Revenue Bonds, Bowdoin College, Series 2009A, Tender Option Bond Trust 09-5B, 12.943%, 7/01/39 (IF) ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 2.8% Massachusetts Turnpike Authority, Metropolitan Highway System Revenue Bonds, Senior Series 1997A: 375 5.000%, 1/01/11 1/10 at 100.00 A- 376,009 1,200 5.000%, 1/01/13 - NPFG Insured 1/10 at 100.00 A 1,202,280 Massachusetts Turnpike Authority, Metropolitan Highway System Revenue Bonds, Subordinate Series 1999A: 2,045 5.250%, 1/01/15 - AMBAC Insured 1/10 at 100.00 AA 2,051,728 1,000 4.750%, 1/01/34 - AMBAC Insured 1/10 at 100.00 AA 928,040 1,000 Massachusetts Water Pollution Abatement Trust, Pooled Loan 8/19 at 100.00 AAA 1,149,810 Program Bonds, Series 2009-14, 13.212%, 8/01/38 (IF) ------------------------------------------------------------------------------------------------------------------------------------ 5,620 Total Massachusetts 5,707,867 ------------------------------------------------------------------------------------------------------------------------------------ 30 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 2.2% $ 5,000 Detroit, Michigan, Second Lien Sewerage Disposal System 7/15 at 100.00 A $ 4,587,300 Revenue Bonds, Series 2005A, 5.000%, 7/01/35 - NPFG Insured ------------------------------------------------------------------------------------------------------------------------------------ NEVADA - 3.1% 250 Clark County, Nevada, Senior Lien Airport Revenue Bonds, No Opt. Call Aa2 244,910 Series 2005A, 5.000%, 7/01/40 - AMBAC Insured 5,415 Las Vegas Redevelopment Agency, Nevada, Tax Increment Revenue 6/19 at 100.00 A 6,079,583 Bonds, Series 2009A, 8.000%, 6/15/30 ------------------------------------------------------------------------------------------------------------------------------------ 5,665 Total Nevada 6,324,493 ------------------------------------------------------------------------------------------------------------------------------------ NEW JERSEY - 2.8% New Jersey Educational Facilities Authority Revenue Refunding Bonds, University of Medicine and Dentistry of New Jersey Issue, Series 2009 B: 2,135 7.125%, 12/01/23 6/19 at 100.00 Baa2 2,412,764 3,000 7.500%, 12/01/32 6/19 at 100.00 Baa2 3,389,640 ------------------------------------------------------------------------------------------------------------------------------------ 5,135 Total New Jersey 5,802,404 ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 1.5% 3,000 Liberty Development Corporation, New York, Goldman Sachs No Opt. Call A1 3,057,690 Headquarters Revenue Bonds Series 2007, 5.500%, 10/01/37 ------------------------------------------------------------------------------------------------------------------------------------ NORTH CAROLINA - 1.5% 3,000 North Carolina Municipal Power Agency 1, Catawba Electric 1/13 at 100.00 A 3,124,020 Revenue Bonds, Series 2003A, 5.250%, 1/01/19 - NPFG Insured ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 5.8% 5,000 American Municipal Power Ohio INC Prairie State Energy Campus 2/19 at 100.00 AAA 5,279,000 Project Revenue Bonds Series 2009 A, 5.750%, 2/15/39 - AGC Insured 5,500 Buckeye Tobacco Settlement Financing Authority, Ohio, Tobacco 6/17 at 100.00 BBB 4,451,920 Settlement Asset-Backed Revenue Bonds, Senior Lien, Series 2007A-2, 6.500%, 6/01/47 2,000 Ohio State Higher Educational Facilities Commission, Hospital 1/15 at 100.00 A 2,145,300 Revenue Bonds, University Hospitals Health System, Series 2009, 6.750%, 1/15/39 ------------------------------------------------------------------------------------------------------------------------------------ 12,500 Total Ohio 11,876,220 ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO - 3.7% 4,390 Puerto Rico Aqueduct and Sewerage Authority, Revenue Bonds, 7/18 at 100.00 BBB- 4,487,721 Senior Lien Series 2008A, 6.000%, 7/01/44 3,000 Puerto Rico Sales Tax Financing Corporation, Sales Tax 8/19 at 100.00 A+ 3,151,050 Revenue Bonds, First Subordinate Series 2009A, 6.000%, 8/01/42 ------------------------------------------------------------------------------------------------------------------------------------ 7,390 Total Puerto Rico 7,638,771 ------------------------------------------------------------------------------------------------------------------------------------ RHODE ISLAND - 3.1% 3,000 Rhode Island Health and Educational Building Corporation 5/19 at 100.00 A- 3,226,710 Hospital Financing Revenue Bonds, Lifespan Obligated Group Issue, Series 2009A, 7.000%, 5/15/39 3,240 Rhode Island Tobacco Settlement Financing Corporation, 6/12 at 100.00 BBB 3,065,105 Tobacco Settlement Asset-Backed Bonds, Series 2002A, 6.125%, 6/01/32 ------------------------------------------------------------------------------------------------------------------------------------ 6,240 Total Rhode Island 6,291,815 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 7.4% Leander Independent School District, Williamson and Travis Counties, Texas, General Obligation Bonds, Series 2008: 13,510 0.000%, 8/15/39 8/17 at 27.35 AAA 2,432,340 19,300 0.000%, 8/15/41 8/17 at 24.20 AAA 3,046,312 5,300 North Texas Thruway Authority, Second Tier System Revenue 1/18 at 100.00 A3 5,361,480 Refunding Bonds, Series 2008, 5.750%, 1/01/38 5,000 Richardson Hospital Authority, Texas, Revenue Bonds, 12/13 at 100.00 Baa2 4,412,500 Richardson Regional Medical Center, Series 2004, 6.000%, 12/01/34 ------------------------------------------------------------------------------------------------------------------------------------ 43,110 Total Texas 15,252,632 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 31 NUW | Nuveen Municipal Value Fund 2 (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ VIRGIN ISLANDS - 0.5% $ 1,000 Virgin Islands Public Finance Authority, Matching Fund 10/19 at 100.00 BBB $ 1,054,700 Revenue Loan Note - Diageo Project, Series 2009A, 6.750%, 10/01/37 ------------------------------------------------------------------------------------------------------------------------------------ VIRGINIA - 1.1% 2,000 Washington County Industrial Development Authority , 1/19 at 100.00 BBB+ 2,286,340 Virginia, Hospital Revenue Bonds, Mountain States Health Alliance, Series 2009C, 7.750%, 7/01/38 ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 8.2% 195 Badger Tobacco Asset Securitization Corporation, Wisconsin, 6/12 at 100.00 AAA 213,078 Tobacco Settlement Asset-Backed Bonds, Series 2002, 6.125%, 6/01/27 (Pre-refunded 6/01/12) 5,000 Wisconsin Health and Educational Facilities Authority, 4/13 at 100.00 BBB+ 5,100,450 Revenue Bonds, Aurora Healthcare Inc., Series 2003, 6.400%, 4/15/33 1,500 Wisconsin Health and Educational Facilities Authority, 2/19 at 100.00 A+ 1,614,540 Revenue Bonds, ProHealth Care, Inc. Obligated Group, Series 2009, 6.625%, 2/15/39 9,000 Wisconsin State, General Fund Annual Appropriation Revenue 5/19 at 100.00 AA- 9,902,971 Bonds, Series 2009A, 6.000%, 5/01/36 ------------------------------------------------------------------------------------------------------------------------------------ 15,695 Total Wisconsin 16,831,039 ------------------------------------------------------------------------------------------------------------------------------------ $ 285,040 Total Investments (cost $178,424,376) - 98.6% 202,840,884 ===============--------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.4% 2,867,774 ------------------------------------------------------------------------------------------------------------------ Net Assets - 100% $ 205,708,658 ================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets. (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. N/R Not rated. (IF) Inverse floating rate investment. See accompanying notes to financial statements. 32 Nuveen Investments NMI | Nuveen Municipal Income Fund, Inc. | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALABAMA - 1.7% $ 1,000 Courtland Industrial Development Board, Alabama, Solid Waste 6/15 at 100.00 BBB $ 890,010 Revenue Bonds, International Paper Company Project, Series 2005A, 5.200%, 6/01/25 (Alternative Minimum Tax) 690 Phenix City Industrial Development Board, Alabama, 5/12 at 100.00 BBB 581,194 Environmental Improvement Revenue Bonds, MeadWestvaco Corporation, Series 2002A, 6.350%, 5/15/35 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 1,690 Total Alabama 1,471,204 ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 17.6% 5,530 Adelanto School District, San Bernardino County, California, No Opt. Call A 2,579,524 General Obligation Bonds, Series 1997A, 0.000%, 9/01/22 - NPFG Insured Brea Olinda Unified School District, California, General Obligation Bonds, Series 1999A: 2,000 0.000%, 8/01/21 - FGIC Insured No Opt. Call AA- 1,105,940 2,070 0.000%, 8/01/22 - FGIC Insured No Opt. Call AA- 1,077,870 2,120 0.000%, 8/01/23 - FGIC Insured No Opt. Call AA- 1,004,308 500 California County Tobacco Securitization Agency, Tobacco 12/18 at 100.00 Baa3 405,250 Settlement Asset-Backed Bonds, Los Angeles County Securitization Corporation, Series 2006A, 0.000%, 6/01/21 1,000 California Health Facilities Financing Authority, Revenue 4/16 at 100.00 A+ 956,700 Bonds, Kaiser Permanante System, Series 2006, 5.250%, 4/01/39 250 California Housing Finance Agency, California, Home Mortgage 2/17 at 100.00 AA- 203,105 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- 2,850,240 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 834,460 Bonds, Daughters of Charity Health System, Series 2005A, 5.000%, 7/01/39 1,000 Golden State Tobacco Securitization Corporation, California, 6/17 at 100.00 BBB 738,880 Enhanced Tobacco Settlement Asset-Backed Bonds, Series 2007A-1, 5.750%, 6/01/47 2,000 Golden State Tobacco Securitization Corporation, California, 6/13 at 100.00 AAA 2,340,380 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 10/13 at 102.00 N/R 485,355 Agency Revenue Refunding Bonds, Series 2003H, 6.375%, 10/01/33 300 M-S-R Energy Authority, California, Gas Revenue Bonds, Series No Opt. Call A 338,595 2009, 7.000%, 11/01/34 ------------------------------------------------------------------------------------------------------------------------------------ 21,270 Total California 14,920,607 ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 6.7% 740 Colorado Educational and Cultural Facilities Authority, 7/12 at 100.00 BBB 727,672 Charter School Revenue Bonds, Douglas County School District RE-1 - DCS Montessori School, Series 2002A, 6.000%, 7/15/22 375 Colorado Educational and Cultural Facilities Authority, 8/11 at 100.00 AAA 416,805 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, Charter 6/11 at 100.00 Ba1 (4) 1,102,540 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, 6/16 at 100.00 A- 906,300 Evangelical 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 A+ 2,031,060 Refunding Bonds, Series 2000A, 6.000%, 11/15/16 - AMBAC Insured (Alternative Minimum Tax) 520 Public Authority for Colorado Energy, Natural Gas Revenue No Opt. Call A 541,653 Bonds, Colorado Springs Utilities, Series 2008, 6.125%, 11/15/23 ------------------------------------------------------------------------------------------------------------------------------------ 5,635 Total Colorado 5,726,030 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 33 NMI | Nuveen Municipal Income Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ CONNECTICUT - 2.2% $ 1,480 Capitol Region Education Council, Connecticut, Revenue Bonds, 4/10 at 100.00 BBB $ 1,482,856 Series 1995, 6.750%, 10/15/15 395 Eastern Connecticut Resource Recovery Authority, Solid Waste 1/10 at 100.00 BBB 395,348 Revenue Bonds, Wheelabrator Lisbon Project, Series 1993A, 5.500%, 1/01/14 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 1,875 Total Connecticut 1,878,204 ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA - 2.8% 130 Dade County Industrial Development Authority, Florida, 12/09 at 100.00 N/R 116,539 Revenue Bonds, Miami Cerebral Palsy Residential Services Inc., Series 1995, 8.000%, 6/01/22 1,250 Martin County Industrial Development Authority, Florida, 12/09 at 100.00 BB+ 1,250,313 Industrial Development Revenue Bonds, Indiantown Cogeneration LP, Series 1994A, 7.875%, 12/15/25 (Alternative Minimum Tax) 600 Martin County Industrial Development Authority, Florida, 12/09 at 100.00 BB+ 600,204 Industrial Development Revenue Refunding Bonds, Indiantown Cogeneration LP, Series 1995B, 8.050%, 12/15/25 (Alternative Minimum Tax) 670 Tolomato Community Development District, Florida, Special 5/14 at 101.00 N/R 431,018 Assessment Bonds, Series 2006, 5.400%, 5/01/37 ------------------------------------------------------------------------------------------------------------------------------------ 2,650 Total Florida 2,398,074 ------------------------------------------------------------------------------------------------------------------------------------ GEORGIA - 0.9% 500 Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 11/19 at 100.00 AAA 505,040 2009B, 5.250%, 11/01/34 - FSA Insured 300 Main Street Natural Gas Inc., Georgia, Gas Project Revenue No Opt. Call A 283,245 Bonds, Series 2007B, 5.000%, 3/15/22 ------------------------------------------------------------------------------------------------------------------------------------ 800 Total Georgia 788,285 ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 10.0% 1,060 Chicago, Illinois, Tax Increment Allocation Bonds, 1/10 at 100.00 N/R 1,060,731 Irving/Cicero Redevelopment Project, Series 1998, 7.000%, 1/01/14 1,500 Illinois Development Finance Authority, Pollution Control 12/09 at 100.00 BBB- 1,473,315 Revenue Refunding Bonds - CIPS Debt, Series 1993C-2, 5.950%, 8/15/26 500 Illinois Development Finance Authority, Revenue Bonds, 12/12 at 100.00 N/R (4) 569,935 Chicago Charter School Foundation, Series 2002A, 6.125%, 12/01/22 (Pre-refunded 12/01/12) 250 Illinois Finance Authority Revenue Bonds, Rush University No Opt. Call A- 268,895 Medical Center Obligated Group, Series 2009C, 6.375%, 11/01/29 1,480 Illinois Finance Authority, Revenue Bonds, Children's 8/18 at 100.00 AAA 1,527,390 Memorial Hospital, Tender Option Bond Trust 2008-1098, 12.643%, 8/15/33 - AGC Insured (IF) 500 Illinois Finance Authority, Revenue Bonds, Silver Cross 8/19 at 100.00 BBB 526,270 Hospital and Medical Centers, Series 2009, 7.000%, 8/15/44 1,550 Illinois Health Facilities Authority, Revenue Bonds, Condell 5/12 at 100.00 Aaa 1,718,160 Medical Center, Series 2002, 5.500%, 5/15/32 (Pre-refunded 5/15/12) 1,305 North Chicago, Illinois, General Obligation Bonds, Series 11/15 at 100.00 A 1,347,308 2005B, 5.000%, 11/01/25 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ 8,145 Total Illinois 8,492,004 ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 3.6% 2,000 Indiana Health Facility Financing Authority, Hospital Revenue 8/12 at 101.00 Baa1 1,989,080 Bonds, Riverview Hospital, Series 2002, 6.125%, 8/01/31 1,085 Whitley County, Indiana, Solid Waste and Sewerage Disposal 11/10 at 102.00 N/R 1,033,473 Revenue Bonds, Steel Dynamics Inc., Series 1998, 7.250%, 11/01/18 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 3,085 Total Indiana 3,022,553 ------------------------------------------------------------------------------------------------------------------------------------ KENTUCKY - 1.8% 1,500 Louisville-Jefferson County Metropolitan Government, 2/18 at 100.00 A 1,572,525 Kentucky, Health Facilities Revenue Bonds, Jewish Hospital & Saint Mary's HealthCare Inc. Project, Series 2008, 6.125%, 2/01/37 ------------------------------------------------------------------------------------------------------------------------------------ 34 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ LOUISIANA - 2.4% $ 500 Louisiana Local Government Environmental Facilities and 1/19 at 100.00 AAA $ 515,400 Community Development Authority, Revenue Refunding Bonds, City of Shreveport Airport System Project, Series 2008A, 5.750%, 1/01/28 - FSA Insured Louisiana Public Facilities Authority, Extended Care Facilities Revenue Bonds, Comm-Care Corporation Project, Series 1994: 125 11.000%, 2/01/14 (ETM) No Opt. Call N/R (4) 150,881 1,130 11.000%, 2/01/14 (ETM) No Opt. Call N/R (4) 1,363,729 ------------------------------------------------------------------------------------------------------------------------------------ 1,755 Total Louisiana 2,030,010 ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND - 1.2% 1,000 Maryland Energy Financing Administration, Revenue Bonds, AES 9/10 at 100.00 N/R 1,000,260 Warrior Run Project, Series 1995, 7.400%, 9/01/19 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 1.9% 335 Massachusetts Development Finance Agency, Resource Recovery 12/09 at 102.00 BBB 330,591 Revenue Bonds, Ogden Haverhill Associates, Series 1999A, 6.700%, 12/01/14 (Alternative Minimum Tax) 1,500 Massachusetts Development Finance Agency, Revenue Bonds, 1/17 at 100.00 N/R 1,053,000 Boston Architectural College, Series 2006, 5.000%, 1/01/37 - ACA Insured 270 Massachusetts Industrial Finance Agency, Resource Recovery 12/09 at 101.00 BBB 259,554 Revenue Refunding Bonds, Ogden Haverhill Project, Series 1998A, 5.450%, 12/01/12 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 2,105 Total Massachusetts 1,643,145 ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 3.5% 1,000 Delta County Economic Development Corporation, Michigan, 4/12 at 100.00 AAA 1,130,520 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) 1,880 Michigan State Hospital Finance Authority, Hospital Revenue 1/10 at 100.00 BB 1,879,793 Refunding Bonds, Sinai Hospital, Series 1995, 6.625%, 1/01/16 ------------------------------------------------------------------------------------------------------------------------------------ 2,880 Total Michigan 3,010,313 ------------------------------------------------------------------------------------------------------------------------------------ MISSOURI - 5.0% 265 Hanley Road Corridor Transportation Development District, 10/19 at 100.00 A- 267,862 Brentwood and Maplewood, Missouri, Transportation Sales Revenue Bonds, Series 2009, 5.875%, 10/01/36 4,450 Missouri Environmental Improvement and Energy Resources 12/16 at 100.00 AAA 3,945,103 Authority, Water Facility Revenue Bonds, Missouri-American Water Company, Series 2006, 4.600%, 12/01/36 - AMBAC Insured (Alternative Minimum Tax) (UB) ------------------------------------------------------------------------------------------------------------------------------------ 4,715 Total Missouri 4,212,965 ------------------------------------------------------------------------------------------------------------------------------------ MONTANA - 1.0% 1,200 Montana Board of Investments, Exempt Facility Revenue Bonds, 7/10 at 101.00 B- 870,192 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 1,012,940 Bonds, Cargill Inc., Series 2002, 5.900%, 11/01/27 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 5.7% 1,000 Dormitory Authority of the State of New York, Revenue Bonds, 7/13 at 100.00 BBB+ 1,047,880 Brooklyn Law School, Series 2003A, 5.500%, 7/01/15 - RAAI Insured 3,565 Yates County Industrial Development Agency, New York, 2/11 at 101.00 AAA 3,807,774 FHA-Insured Civic Facility Mortgage Revenue Bonds, Soldiers and Sailors Memorial Hospital, Series 2000A, 6.000%, 2/01/41 ------------------------------------------------------------------------------------------------------------------------------------ 4,565 Total New York 4,855,654 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 35 NMI | Nuveen Municipal Income Fund, Inc. (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 3.8% $ 520 Buckeye Tobacco Settlement Financing Authority, Ohio, Tobacco 6/17 at 100.00 BBB $ 385,278 Settlement Asset-Backed Revenue Bonds, Senior Lien, Series 2007A-2, 5.875%, 6/01/47 1,000 Erie County, Ohio, Hospital Facilities Revenue Bonds, 8/16 at 100.00 A 833,900 Firelands Regional Medical Center Project, Series 2006, 5.250%, 8/15/46 2,100 Ohio Water Development Authority, Solid Waste Disposal 3/10 at 102.00 N/R 2,016,042 Revenue Bonds, Bay Shore Power, Series 1998B, 6.625%, 9/01/20 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 3,620 Total Ohio 3,235,220 ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA - 1.8% 1,080 Allegheny County Hospital Development Authority, 11/10 at 102.00 AAA 1,200,215 Pennsylvania, Revenue Bonds, West Penn Allegheny Health System, Series 2000B, 9.250%, 11/15/30 (Pre-refunded 11/15/10) 305 Carbon County Industrial Development Authority, Pennsylvania, No Opt. Call BBB- 308,135 Resource Recovery Revenue Refunding Bonds, Panther Creek Partners Project, Series 2000, 6.650%, 5/01/10 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 1,385 Total Pennsylvania 1,508,350 ------------------------------------------------------------------------------------------------------------------------------------ RHODE ISLAND - 1.1% 1,000 Rhode Island Tobacco Settlement Financing Corporation, 6/12 at 100.00 BBB 908,890 Tobacco Settlement Asset-Backed Bonds, Series 2002A, 6.250%, 6/01/42 ------------------------------------------------------------------------------------------------------------------------------------ SOUTH CAROLINA - 4.8% 1,500 Greenville County School District, South Carolina, 12/12 at 101.00 AA 1,652,175 Installment Purchase Revenue Bonds, Series 2002, 5.500%, 12/01/13 475 Piedmont Municipal Power Agency, South Carolina, Electric No Opt. Call Baa1 (4) 617,510 Revenue Bonds, Series 1991, 6.750%, 1/01/19 - FGIC Insured (ETM) 1,105 South Carolina JOBS Economic Development Authority, Economic 11/12 at 100.00 A- 1,113,398 Development Revenue Bonds, Bon Secours Health System Inc., Series 2002B, 5.625%, 11/15/30 655 Tobacco Settlement Revenue Management Authority, South 5/12 at 100.00 BBB (4) 687,331 Carolina, Tobacco Settlement Asset-Backed Bonds, Series 2001B, 6.000%, 5/15/22 (Pre-refunded 5/15/12) ------------------------------------------------------------------------------------------------------------------------------------ 3,735 Total South Carolina 4,070,414 ------------------------------------------------------------------------------------------------------------------------------------ TENNESSEE - 2.8% 1,000 Knox County Health, Educational and Housing Facilities Board, 4/12 at 101.00 A1 1,033,470 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 AAA 430,568 625 6.500%, 9/01/26 (Pre-refunded 9/01/12) 9/12 at 100.00 AAA 717,613 500 Sumner County Health, Educational, and Housing Facilities 11/17 at 100.00 N/R 190,050 Board, Tennessee, Revenue Refunding Bonds, Sumner Regional Health System Inc., Series 2007, 5.500%, 11/01/37 ------------------------------------------------------------------------------------------------------------------------------------ 2,500 Total Tennessee 2,371,701 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 10.5% 1,500 Cameron Education Finance Corporation, Texas, Charter School 8/16 at 100.00 BBB- 1,190,250 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 BBB+ 1,976,160 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 A 1,889,120 Revenue Refunding Bonds, Houston Light and Power Company, Series 1995, 4.000%, 10/15/15 - NPFG Insured North Texas Thruway Authority, Second Tier System Revenue Refunding Bonds, Tender Option Bond Trust 2903: 850 17.347%, 1/01/38 (IF) 1/18 at 100.00 A3 985,600 150 17.444%, 1/01/38 (IF) 1/18 at 100.00 A3 177,683 36 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ TEXAS (continued) Weslaco Health Facilities Development Corporation, Texas, Hospital Revenue Bonds, Knapp Medical Center, Series 2002: $ 2,000 6.250%, 6/01/25 (Pre-refunded 6/01/12) 6/12 at 100.00 N/R (4) $ 2,227,520 50 6.250%, 6/01/32 (Pre-refunded 6/01/12) 6/12 at 100.00 N/R (4) 55,688 1,000 West Texas Independent School District, McLennan and Hill 8/13 at 51.84 AAA 433,740 Counties, General Obligation Refunding Bonds, Series 1998, 0.000%, 8/15/25 ------------------------------------------------------------------------------------------------------------------------------------ 9,550 Total Texas 8,935,761 ------------------------------------------------------------------------------------------------------------------------------------ VIRGIN ISLANDS - 2.9% 420 Virgin Islands Public Finance Authority, Matching Fund 10/19 at 100.00 BBB 442,974 Revenue Loan Note - Diageo Project, Series 2009A, 6.750%, 10/01/37 2,000 Virgin Islands Public Finance Authority, Senior Lien Matching 10/14 at 100.00 BBB 2,032,100 Fund Loan Note, Series 2004A, 5.250%, 10/01/19 ------------------------------------------------------------------------------------------------------------------------------------ 2,420 Total Virgin Islands 2,475,074 ------------------------------------------------------------------------------------------------------------------------------------ VIRGINIA - 3.0% 1,000 Chesterfield County Industrial Development Authority, 11/10 at 102.00 Baa1 1,031,460 Virginia, Pollution Control Revenue Bonds, Virginia Electric and Power Company, Series 1987A, 5.875%, 6/01/17 1,500 Mecklenburg County Industrial Development Authority, 10/12 at 100.00 Baa1 1,469,040 Virginia, Revenue Bonds, UAE Mecklenburg Cogeneration LP, Series 2002, 6.500%, 10/15/17 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 2,500 Total Virginia 2,500,500 ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON - 0.6% 500 Washington State Health Care Facilities Authority, Revenue No Opt. Call N/R 400,045 Bonds, Northwest Hospital and Medical Center of Seattle, Series 2007, 5.700%, 12/01/32 ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 1.2% 1,000 Wisconsin Health and Educational Facilities Authority, 10/11 at 100.00 BBB 1,018,350 Revenue Bonds, Carroll College Inc., Series 2001, 6.250%, 10/01/21 ------------------------------------------------------------------------------------------------------------------------------------ $ 94,080 Total Investments (cost $85,406,630) - 101.7% 86,329,270 ===============--------------------------------------------------------------------------------------------------------------------- Floating Rate Obligations - (3.9)% (3,335,000) ------------------------------------------------------------------------------------------------------------------ Other Assets Less Liabilities - 2.2% 1,888,791 ------------------------------------------------------------------------------------------------------------------ Net Assets - 100% $ 84,883,061 ================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets. (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. (IF) Inverse floating rate investment. (UB) Underlying bond of an inverse floating rate trust reflected as a financing transaction. See Notes to Financial Statements, Footnote 1 - Inverse Floating Rate Securities for more information. See accompanying notes to financial statements. Nuveen Investments 37 NEV | Nuveen Enhanced Municipal Value Fund | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALABAMA - 0.1% $ 355 Courtland Industrial Development Board, Alabama, Solid Waste 6/15 at 100.00 BBB $ 315,954 Revenue Bonds, International Paper Company Project, Series 2005A, 5.200%, 6/01/25 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ ARIZONA - 4.9% 2,925 Nogales Municipal Development Authority, Inc., Arizona, 6/19 at 100.00 AA 2,786,531 Municipal Facilities Revenue Bonds, Series 2009, 4.750%, 6/01/39 3,000 Pima County Industrial Development Authority, Arizona, No Opt. Call BBB- 3,019,020 Pollution Control Revenue Bonds, Tucson Electric Power Company, San Juan Porject, Series 2009A, 4.950%, 10/01/20 320 Quechan Indian Tribe of the Fort Yuma Reservation, Arizona, 12/17 at 102.00 N/R 251,238 Government Project Bonds, Series 2007, 7.000%, 12/01/27 Salt Verde Financial Corporation, Arizona, Senior Gas Revenue Bonds, Series 2007: 50 5.000%, 12/01/32 No Opt. Call A 44,944 5,120 5.000%, 12/01/37 No Opt. Call A 4,379,392 2,000 Watson Road Community Facilities District, Arizona, Special 7/16 at 100.00 N/R 1,566,720 Assessment Revenue Bonds, Series 2005, 6.000%, 7/01/30 ------------------------------------------------------------------------------------------------------------------------------------ 13,415 Total Arizona 12,047,845 ------------------------------------------------------------------------------------------------------------------------------------ ARKANSAS - 0.2% 465 Little River County, Arkansas, Revenue Refunding Bonds, 4/10 at 100.00 B2 412,329 Georgia-Pacific Corporation, Series 1998, 5.600%, 10/01/26 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 17.2% 5,445 Peralta California Community College District 2006 Election, 8/19 at 100.00 AA- 5,511,701 General Obligations Bond, Series 2009C, 5.000%, 8/01/39 2,000 California Infrastructure Economic Development Bank, Revenue 10/11 at 101.00 A- 1,888,540 Bonds, J. David Gladstone Institutes, Series 2001, 5.250%, 10/01/34 3,470 California Statewide Community Development Authority, Revenue 7/15 at 100.00 BBB 3,292,752 Bonds, Daughters of Charity Health System, Series 2005A, 5.250%, 7/01/24 4,600 California Statewide Community Development Authority, Revenue 8/18 at 100.00 AAA 4,599,632 Bonds, Sutter Health, Series 2004C, 5.050%, 8/15/38 - FSA Insured 6,125 California Statewide Community Development Authority, Revenue 8/18 at 100.00 AAA 6,124,509 Bonds, Sutter Health, Series 2004D, 5.050%, 8/15/38 - FSA Insured Golden State Tobacco Securitization Corporation, California, Enhanced Tobacco Settlement Asset-Backed Bonds, Series 2007A-1: 1,000 5.125%, 6/01/47 6/17 at 100.00 BBB 664,390 5,505 5.750%, 6/01/47 6/17 at 100.00 BBB 4,067,534 5,000 Golden State Tobacco Securitization Corporation, California, 6/15 at 100.00 AAA 4,441,200 Tobacco Settlement Asset-Backed Revenue Bonds, Series 2005A, 5.000%, 6/01/45 1,735 Lompoc Unified School District, Santa Barbara County, 6/17 at 100.00 AAA 1,738,175 California, General Obligation Bonds, Election 2002 Series 2007C, 5.000%, 6/01/32 - FSA Insured 100 Los Angeles Regional Airports Improvement Corporation, 12/12 at 102.00 B- 95,738 California, Sublease Revenue Bonds, Los Angeles International Airport, American Airlines Inc. Terminal 4 Project, Series 2002B, 7.500%, 12/01/24 (Alternative Minimum Tax) 1,750 Orange County Water District, California, Revenue 8/19 at 100.00 AAA 1,833,423 Certificates of Participation, Tender Option Bond Trust 3117, 16.340%, 8/15/39 (IF) 2,170 San Marcos Public Facilities Authority, California, Tax 8/15 at 102.00 AAA 2,245,473 Allocation Bonds, Project Areas 2 and 3, Tender Option Bond Trust 3116, 21.664%, 8/01/38 - FSA Insured (IF) 2,400 Semitrophic Improvement District of Semitrophic Water Storage 12/19 at 100.00 AA- 2,437,272 Dustrict, Kern County, California, Revenue Bonds, Tender Option Bond Trust 3584, 22.029%, 12/01/34 (IF) 3,110 Stockton Unified School District, San Joaquin County, 8/17 at 100.00 AAA 3,127,634 California, General Obligation Bonds, Series 2007, 5.000%, 8/01/31 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ 44,410 Total California 42,067,973 ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 3.5% 1,000 Colorado Educational and Cultural Facilities Authority 7/19 at 100.00 N/R 901,550 Charter School Revenue Bonds (Crown Ponite Academy of Westminster Project) A Charter School Chartered Through Adams County School District No. 50 Adams County, Colorado Series 2009, 5.000%, 7/15/39 38 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ COLORADO (continued) $ 1,000 Colorado Housing & Finance Authority, Multifamily Housing 12/10 at 100.00 N/R $ 869,340 Revenue Senior Bonds, Castle Highlands Project, Series 2000A-1, 5.900%, 12/01/20 - AMBAC Insured (Alternative Minimum Tax) 250 Colorado Housing and Finance Authority, Revenue Bonds, No Opt. Call N/R 217,645 Confluence Energy LLC Project, Series 2007, 6.200%, 4/01/16 (Alternative Minimum Tax) 2,000 Conservatory Metropolitan District, Arapahoe County, 12/17 at 100.00 BBB- 1,452,060 Colorado, General Obligation Limited Tax Bonds, Series 2007, 5.125%, 12/01/37 - RAAI Insured Public Authority for Colorado Energy, Natural Gas Revenue Bonds, Colorado Springs Utilities, Series 2008: 540 6.125%, 11/15/23 No Opt. Call A 562,486 475 6.250%, 11/15/28 No Opt. Call A 493,516 3,880 6.500%, 11/15/38 No Opt. Call A 4,084,398 ------------------------------------------------------------------------------------------------------------------------------------ 9,145 Total Colorado 8,580,995 ------------------------------------------------------------------------------------------------------------------------------------ DISTRICT OF COLUMBIA - 0.1% 400 District of Columbia Tobacco Settlement Corporation, Tobacco 5/11 at 101.00 BBB 389,408 Settlement Asset-Backed Bonds, Series 2001, 6.750%, 5/15/40 ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA - 9.0% 4,295 Florida Housing Finance Corporation, Homeowner Mortgage 7/19 at 100.00 AA+ 4,218,678 Revenue Bonds, Series 2009-2, 4.650%, 7/01/29 3,160 JEA, Florida, Water and Sewerage System Revenue Bonds, Tender 4/10 at 100.00 AA- 2,373,729 Option Bond Trust 11801, 20.605%, 10/01/41 - NPFG Insured (IF) 2,400 Miami-Dade County School Board, Florida, Certificates of 11/16 at 100.00 AAA 2,627,040 Participation, Tender Option Bond Trust 3118, 21.645%, 11/01/31 - BHAC Insured (IF) 3,660 Miami-Dade County, Florida Capital Asset Acquisition Special 4/19 at 100.00 AAA 3,685,693 Obligation Bonds Series 2009A, 5.125%, 4/01/34 - AGC Insured 5,500 Orange County Health Facilities Authority, Florida, Revenue 1/19 at 100.00 AA+ 5,556,044 Bonds, Nemours Foundation, Series 2009A, 5.000%, 1/01/39 1,000 South Miami Health Facilities Authority, Florida, Hospital 8/17 at 100.00 AA- 804,020 Revenue, Baptist Health System Obligation Group, Tender Option Bond Trust 3119, 17.848%, 8/15/37 (IF) 2,500 Tallahassee, Florida, Energy System Revenue Bonds, Tender 10/15 at 100.00 AA- 2,646,325 Option Bond Trust 09-30W, 21.549%, 10/01/35 - NPFG Insured (IF) ------------------------------------------------------------------------------------------------------------------------------------ 22,515 Total Florida 21,911,529 ------------------------------------------------------------------------------------------------------------------------------------ GEORGIA - 0.2% 225 Effingham County Development Authority, Georgia, Solid Waste 7/10 at 100.00 BB- 208,427 Disposal Revenue Bonds, Ft. James Project, Series 1998, 5.625%, 7/01/18 (Alternative Minimum Tax) (4) 150 Main Street Natural Gas Inc., Georgia, Gas Project Revenue No Opt. Call A 144,485 Bonds, Series 2007A, 5.500%, 9/15/26 90 Main Street Natural Gas Inc., Georgia, Gas Project Revenue No Opt. Call A 84,974 Bonds, Series 2007B, 5.000%, 3/15/22 ------------------------------------------------------------------------------------------------------------------------------------ 465 Total Georgia 437,886 ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 2.2% 1,460 Hoffman Estates, Illinois, General Obligation Bonds, Tender 12/18 at 100.00 AA+ 1,619,739 Option Bond Trust 09-28W, 25.665%, 12/01/38 (IF) 3,000 Illinois Finance Authority, Revenue Bonds, Illinois Institute 4/16 at 100.00 Baa2 2,517,870 of Technology, Refunding Series 2006A, 5.000%, 4/01/36 1,500 Southwestern Illinois Development Authority, Illinois, Saint 6/17 at 103.00 N/R 1,340,355 Clair County Comprehensive Mental Health Center, Series 2007, 6.625%, 6/01/37 ------------------------------------------------------------------------------------------------------------------------------------ 5,960 Total Illinois 5,477,964 ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 4.7% 8,000 Indiana Finance Authority Health System Revenue Bonds Series 11/19 at 100.00 Aa3 7,811,039 2009A (Sisters of St. Francis Health Services, Inc. Obligated Group), 5.250%, 11/01/39 (WI/DD, Settling 11/05/09) 3,850 Indiana Health Facility Financing Authority, Hospital Revenue 2/16 at 100.00 A+ 3,622,196 Bonds, Clarian Health Obligation Group, Series 2006A, 5.250%, 2/15/40 ------------------------------------------------------------------------------------------------------------------------------------ 11,850 Total Indiana 11,433,235 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 39 NEV | Nuveen Enhanced Municipal Value Fund (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ LOUISIANA - 0.2% $ 555 Tobacco Settlement Financing Corporation, Louisiana, Tobacco 5/11 at 101.00 BBB $ 502,303 Settlement Asset-Backed Bonds, Series 2001B, 5.875%, 5/15/39 ------------------------------------------------------------------------------------------------------------------------------------ MAINE - 0.8% 2,000 Maine State Housing Authority, Single Family Mortgage 1/19 at 100.00 AA+ 2,057,960 Purchase Bonds, Tender Option Bond Trust 3597, 0.000%, 11/15/29 (WI/DD, Settling 11/12/09) (IF) ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 3.5% 220 Massachusetts Development Finance Agency, Revenue Bonds, 3/15 at 100.00 BBB 193,591 Curry College, Series 2005A, 5.000%, 3/01/35 - ACA Insured 3,000 Massachusetts Health and Educational Facilities Authority 1/18 at 100.00 N/R 2,674,800 Revenue Bonds, Quincy Medical Center Issue, Series A (2008), 6.250%, 1/15/28 3,510 Massachusetts Health and Educational Facilities Authority, 6/13 at 100.00 AA- 3,824,426 Revenue Bonds, Boston College, Tender Option Bond Trust 3115, 15.590%, 6/01/37 (IF) 2,385 Massachusetts Health and Educational Facilities Authority, 8/15 at 100.00 BBB- 1,775,776 Revenue Bonds, Emerson Hospital, Series 2005E, 5.000%, 8/15/35 - RAAI Insured ------------------------------------------------------------------------------------------------------------------------------------ 9,115 Total Massachusetts 8,468,593 ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 8.5% 12,000 Detroit City School District, Wayne County, Michigan, General No Opt. Call AAA 12,151,196 Obligation Bonds, Series 2005, 5.250%, 5/01/27 - FSA Insured 2,865 Marysville Public School District, St Claire County, 5/17 at 100.00 AAA 2,904,336 Michigan, General Obligation Bonds, Series 2007, 5.000%, 5/01/32 - FSA Insured 4,600 Michigan State Hospital Finance Authority, Hospital Revenue 11/19 at 100.00 A1 4,440,656 Bonds, Henry Ford Health System, Refunding Series 2009, 5.750%, 11/15/39 (WI/DD, Settling 11/03/09) 1,645 Michigan State Hospital Finance Authority, Hospital Revenue 2/10 at 100.00 BB- 1,291,243 Refunding Bonds, Detroit Medical Center Obligated Group, Series 1997A, 5.250%, 8/15/27 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ 21,110 Total Michigan 20,787,431 ------------------------------------------------------------------------------------------------------------------------------------ NEW JERSEY - 0.3% 1,000 Tobacco Settlement Financing Corporation, New Jersey, Tobacco 6/17 at 100.00 BBB 674,840 Settlement Asset-Backed Bonds, Series 2007-1A, 5.000%, 6/01/41 ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 1.0% 2,500 New York City Industrial Development Agency, New York, 8/16 at 101.00 B- 2,428,075 American Airlines-JFK International Airport Special Facility Revenue Bonds, Series 2005, 7.750%, 8/01/31 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ NORTH CAROLINA - 2.2% 3,485 North Carolina Medical Care Commission, Healthcare Facilities 6/19 at 100.00 AA 3,446,142 Revenue Bonds, Duke University Health System, Series 2009A, 5.000%, 6/01/42 (WI/DD, Settling 11/10/09) 2,000 North Carolina Medical Care Commission, Healthcare Facilities 6/19 at 100.00 AA 1,888,500 Revenue Bonds, Duke University Health System, Tender Option Bond Trust 11808, 0.000%, 6/01/42 (WI/DD, Settling 11/10/09) (IF) ------------------------------------------------------------------------------------------------------------------------------------ 5,485 Total North Carolina 5,334,642 ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 7.0% Buckeye Tobacco Settlement Financing Authority, Ohio, Tobacco Settlement Asset-Backed Revenue Bonds, Senior Lien, Series 2007A-2: 3,000 5.875%, 6/01/47 6/17 at 100.00 BBB 2,222,760 10,500 6.500%, 6/01/47 6/17 at 100.00 BBB 8,499,119 2,000 Greene County, Ohio, Hospital Facilities Revenue Bonds, 4/19 at 100.00 A 1,935,240 Kettering Health Nretwork Series 2009, 5.375%, 4/01/34 (WI/DD, Settling 11/03/09) 1,200 Ohio Air Quality Development Authority, Ohio, Air Quality No Opt. Call BBB- 1,201,836 Revenue Bonds, Ohio Valley Electric Corporation Project, Series 2009E. Non-AMT, 5.625%, 10/01/19 2,000 Ohio Housing Finance Agency, Residential Mortgage Revenue 9/18 at 100.00 Aaa 2,077,500 Bonds, Mortgage-Backed Securities Program, Tender Option Bond Trust 09-35W, 21.549%, 3/01/40 (IF) 1,000 Ohio State, Hospital Facility Revenue Refunding Bonds, 1/19 at 100.00 Aa2 1,142,420 Cleveland Clinic Health System Obligated Group, Tender Option Bond Trust 3591, 20.143%, 1/01/39 (IF) ------------------------------------------------------------------------------------------------------------------------------------ 19,700 Total Ohio 17,078,875 ------------------------------------------------------------------------------------------------------------------------------------ 40 Nuveen Investments PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ OKLAHOMA - 0.5% $ 1,130 Tulsa Municipal Airport Trust, Oklahoma, Revenue Bonds, 12/09 at 100.00 B- $ 1,108,858 American Airlines Inc., Series 1992, 7.350%, 12/01/11 ------------------------------------------------------------------------------------------------------------------------------------ OREGON - 0.7% 185 Oregon, Economic Development Revenue Bonds, Georgia Pacific 2/10 at 100.00 BB- 179,345 Corp., Series 1995CLVII, 6.350%, 8/01/25 (Alternative Minimum Tax) (4) 70 Oregon, Economic Development Revenue Refunding Bonds, Georgia 12/09 at 100.00 B2 62,786 Pacific Corp., Series 1997-183, 5.700%, 12/01/25 1,500 Port Astoria, Oregon, Pollution Control Revenue Bonds, James 2/10 at 100.00 BB- 1,488,015 River Project, Series 1993, 6.550%, 2/01/15 ------------------------------------------------------------------------------------------------------------------------------------ 1,755 Total Oregon 1,730,146 ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA - 4.3% 1,335 Allegheny County Hospital Development Authority, 4/15 at 100.00 Baa2 1,115,299 Pennsylvania, Revenue Bonds, Ohio Valley General Hospital, Series 2005A, 5.125%, 4/01/35 2,000 Luzerne County Industrial Development Authority, 12/19 at 100.00 N/R 1,956,020 Pennsylvania, Guaranteed Lease Revenue Bonds, Series 2009, 7.750%, 12/15/27 (WI/DD, Settling 11/10/09) 25 Northumberland County Industrial Development Authority, 2/13 at 102.00 N/R 24,522 Pennsylvania, Facility Revenue Bonds, NHS Youth Services Inc., Series 2002, 7.500%, 2/15/29 1,000 Pennsylvania Economic Development Finance Authority, Solid 12/09 at 102.00 B+ 784,150 Waste Disposal Revenue Bonds (USG Corporation Project) Series 1999, 6.000%, 6/01/31 (Alternative Minimum Tax) 785 Pennsylvania Economic Development Financing Authority Health No Opt. Call A3 822,908 System Revenue Bonds Albert Einstein Healthcare Network Issue, Series 2009A, 6.250%, 10/15/23 4,000 Pennsylvania Housing Finance Agency, Single Family Mortgage 4/19 at 100.00 AA+ 3,865,840 Revenue Bonds, Tender Option Bond Trust 4657, 15.852%, 10/01/29 (IF) 3,000 Pennsylvania Turnpike Commission, Turnpike Revenue Bonds, 12/27 at 100.00 A2 1,891,680 Capital Appreciation Series 2009E, 0.000%, 12/01/30 ------------------------------------------------------------------------------------------------------------------------------------ 12,145 Total Pennsylvania 10,460,419 ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO - 1.5% 5,000 Puerto Rico Sales Tax Financing Corporation, Sales Tax 8/26 at 100.00 A+ 3,686,650 Revenue Bonds, First Subordinate Series 2009A, 0.000%, 8/01/32 ------------------------------------------------------------------------------------------------------------------------------------ TENNESSEE - 1.0% The Tennessee Energy Acquisition Corporation, Gas Revenue Bonds, Series 2006A: 50 5.250%, 9/01/24 No Opt. Call BB+ 48,054 1,400 5.250%, 9/01/26 No Opt. Call BB+ 1,323,574 1,000 The Tennessee Energy Acquisition Corporation, Gas Revenue No Opt. Call BB+ 939,350 Bonds, Series 2006B, 5.625%, 9/01/26 155 The Tennessee Energy Acquisition Corporation, Gas Revenue No Opt. Call A 147,841 Bonds, Series 2006C, 5.000%, 2/01/24 ------------------------------------------------------------------------------------------------------------------------------------ 2,605 Total Tennessee 2,458,819 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 5.6% 3,000 La Vernia Higher Education Financing Corporation, Texas, 8/19 at 100.00 BBB 2,987,580 Charter School Revenue Bonds, Kipp Inc., Series 2009A, 6.250%, 8/15/39 (WI/DD, Settling 11/19/09) 2,000 Dallas-Ft. Worth International Airport Facility Improvement 11/12 at 100.00 CCC+ 1,197,100 Corporation, Texas, Revenue Bonds, American Airlines Inc., Series 2007, 5.500%, 11/01/30 (Alternative Minimum Tax) 3,000 Humble Independent School District, Harris County, Texas, 2/19 at 100.00 AA- 3,087,420 General Obligation Bonds, Series 2009, 5.000%, 2/15/34 1,225 Sabine River Authority, Texas, Pollution Control Revenue No Opt. Call CCC 1,104,497 Bonds, TXU Energy Company LLC Project, Series 2001B, 5.750%, 5/01/30 (Mandatory put 11/01/11) (Alternative Minimum Tax) 1,205 Texas Municipal Gas Acquisition and Supply Corporation I, Gas No Opt. Call A 1,255,538 Supply Revenue Bonds, Senior Lien Series 2008D, 6.250%, 12/15/26 660 Texas Municipal Gas Acquisition and Supply Corporation I, Gas No Opt. Call A 632,023 Supply Revenue Bonds, Series 2006A, 5.250%, 12/15/23 20,000 Texas Turnpike Authority, Second Tier Revenue Bonds, Central 8/12 at 22.71 BBB+ 3,371,400 Texas Turnpike System, Series 2002, 0.000%, 8/15/37 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ 31,090 Total Texas 13,635,558 ------------------------------------------------------------------------------------------------------------------------------------ Nuveen Investments 41 NEV | Nuveen Enhanced Municipal Value Fund (continued) | Portfolio of Investments October 31, 2009 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION (1) PROVISIONS (2) RATINGS (3) VALUE ------------------------------------------------------------------------------------------------------------------------------------ UTAH - 1.6% $ 2,400 Riverton, Utah, Hospital Revenue Bonds, IHC Health Services, 8/19 at 100.00 AA+ $ 2,119,488 Inc., Tender Option Bonds Trust 3602, 0.000%, 8/15/41 (WI/DD, Settling 11/15/09) (IF) 1,490 Utah Transit Authority, Sales Tax Revenue Bonds, Tender No Opt. Call AAA 1,912,370 Option Bond Trust 11800, 21.862%, 6/15/35 - NPFG Insured (IF) ------------------------------------------------------------------------------------------------------------------------------------ 3,890 Total Utah 4,031,858 ------------------------------------------------------------------------------------------------------------------------------------ VIRGINIA - 1.5% 105 Bedford County Industrial Development Authority, Virginia, 12/09 at 101.00 B2 100,796 Industrial Development Revenue Refunding Bonds, Nekoosa Packaging Corporation, Series 1999, 6.300%, 12/01/25 (Alternative Minimum Tax) (4) 2,000 Giles County Industrial Development Authority, Virginia, 1/10 at 100.00 B+ 1,967,540 Exempt Facility Revenue Bonds, Hoechst Celanese Project, Series 1996, 6.450%, 5/01/26 (WI/DD, Settling 11/02/09) 1,640 Virginia State Housing Development Authority, Rental Housing 4/19 at 100.00 AA+ 1,560,083 Revenue Bonds, Tender Option Bonds Trust 11799, 20.957%, 10/01/39 (IF) ------------------------------------------------------------------------------------------------------------------------------------ 3,745 Total Virginia 3,628,419 ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON - 0.8% 2,000 Washington State Higher Education Facilities Authority, 10/19 at 100.00 Baa1 1,966,780 Revenue Bonds, Whitworth University, Series 2009, 5.625%, 10/01/40 (WI/DD, Settling 11/04/09) ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 1.2% 1,375 Milwaukee Redevelopment Authority, Wisconsin, Schlitz Park 11/09 at 102.00 N/R 1,280,648 Mortgage Revenue Refunding Bonds, Series 1998A, 5.500%, 1/01/17 (Alternative Minimum Tax) Wisconsin Health and Educational Facilities Authority, Revenue Bonds, Froedtert Community Health, Inc. Obligated Group, Tender Option Bond Trust 3592: 1,000 22.163%, 4/01/34 (IF) 4/19 at 100.00 AA- 809,050 1,000 23.414%, 4/01/39 (IF) 4/19 at 100.00 AA- 948,230 ------------------------------------------------------------------------------------------------------------------------------------ 3,375 Total Wisconsin 3,037,928 ------------------------------------------------------------------------------------------------------------------------------------ $ 237,180 Total Investments (cost $216,882,094) - 84.3% 206,153,272 ===============--------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 15.7% 38,404,956 ------------------------------------------------------------------------------------------------------------------ Net Assets - 100% $ 244,558,228 ================================================================================================================== (1) All percentages shown in the Portfolio of Investments are based on net assets. (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) The issuer has received a formal adverse determination from the Internal Revenue Service (the "IRS") regarding the tax-exempt status of the bonds' coupon payments. The Fund will continue to treat coupon payments as tax-exempt income until such time that it is formally determined that the interest on the bonds should be treated as taxable. N/R Not rated. WI/DD Purchased on a when-issued or delayed delivery basis. (IF) Inverse floating rate investment. See accompanying notes to financial statements. 42 Nuveen Investments | Statement of | Assets & Liabilities October 31, 2009 ENHANCED MUNICIPAL VALUE MUNICIPAL VALUE 2 MUNICIPAL INCOME MUNICIPAL VALUE (NUV) (NUW) (NMI) (NEV) ----------------------------------------------------------------------------------------------------------------------- ASSETS Investments, at value (cost $1,865,922,627, $178,424,376, $85,406,630 and $216,882,094, respectively) $ 1,877,149,851 $ 202,840,884 $ 86,329,270 $ 206,153,272 Cash 1,153,949 -- 721,457 69,760,266 Receivables: Interest 29,565,205 3,758,374 1,515,127 3,781,668 Investments sold 10,285,000 396,407 65,000 -- Other assets 130,074 992 2,300 -- ----------------------------------------------------------------------------------------------------------------------- Total assets 1,918,284,079 206,996,657 88,633,154 279,695,206 ----------------------------------------------------------------------------------------------------------------------- LIABILITIES Floating rate obligations 38,250,000 -- 3,335,000 -- Cash overdraft -- 483,617 -- -- Payables: Investments purchased 50,640 -- -- 34,877,157 Dividends 6,364,467 644,362 326,957 -- Accrued expenses: Management fees 863,634 109,053 46,763 189,187 Offering costs -- 7,000 -- 15,000 Other 724,003 43,967 41,373 55,634 ----------------------------------------------------------------------------------------------------------------------- Total liabilities 46,252,744 1,287,999 3,750,093 35,136,978 ----------------------------------------------------------------------------------------------------------------------- Net assets $ 1,872,031,335 $ 205,708,658 $ 84,883,061 $ 244,558,228 ======================================================================================================================= Shares outstanding 196,857,720 12,696,479 8,176,351 17,807,000 ======================================================================================================================= Net asset value per share outstanding $ 9.51 $ 16.20 $ 10.38 $ 13.73 ======================================================================================================================= NET ASSETS CONSIST OF: ----------------------------------------------------------------------------------------------------------------------- Shares, $.01 par value per share $ 1,968,577 $ 126,965 $ 81,764 $ 178,070 Paid-in surplus 1,855,172,802 181,429,417 91,455,932 254,373,205 Undistributed (Over-distribution of) net investment income 6,984,529 (387,244) 823,990 718,295 Accumulated net realized gain (loss) from investments and derivative transactions (3,321,797) 123,012 (8,401,265) 17,480 Net unrealized appreciation (depreciation) of investments 11,227,224 24,416,508 922,640 (10,728,822) ----------------------------------------------------------------------------------------------------------------------- Net assets $ 1,872,031,335 $ 205,708,658 $ 84,883,061 $ 244,558,228 ======================================================================================================================= Authorized shares 350,000,000 Unlimited 200,000,000 Unlimited ======================================================================================================================= See accompanying notes to financial statements. Nuveen Investments 43 | Statement of | Operations Year Ended October 31, 2009 ENHANCED MUNICIPAL VALUE MUNICIPAL VALUE 2 MUNICIPAL INCOME MUNICIPAL VALUE (NUV) (NUW)* (NMI) (NEV)** ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT INCOME $ 108,176,752 $ 7,131,308 $ 5,288,011 $ 971,474 ------------------------------------------------------------------------------------------------------------------------------------ EXPENSES Management fees 9,918,824 789,096 513,839 197,544 Shareholders' servicing agent fees and expenses 349,165 90 18,287 9 Interest expense on floating rate obligations 301,308 -- 24,841 -- Custodian's fees and expenses 288,217 25,156 21,506 4,204 Directors'/Trustees' fees and expenses 55,361 4,560 2,533 715 Professional fees 106,538 16,482 11,779 10,043 Shareholders' reports - printing and mailing expenses 378,277 19,208 27,324 20,598 Stock exchange listing fees 69,807 -- 9,299 -- Investor relations expense 113,162 12,659 7,336 2,653 Other expenses 63,177 3,340 6,797 17,413 ------------------------------------------------------------------------------------------------------------------------------------ Total expenses before custodian fee credit 11,643,836 870,591 643,541 253,179 Custodian fee credit (8,867) (1,418) (1,801) -- ------------------------------------------------------------------------------------------------------------------------------------ Net expenses 11,634,969 869,173 641,740 253,179 ------------------------------------------------------------------------------------------------------------------------------------ Net investment income 96,541,783 6,262,135 4,646,271 718,295 ------------------------------------------------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) from: Investments 29,365 123,012 (587,919) 17,480 Futures -- -- 196,281 -- Change in net unrealized appreciation (depreciation) of: Investments 173,519,317 24,416,508 8,919,687 (10,728,822) Futures -- -- 100,144 -- ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) 173,548,682 24,539,520 8,628,193 (10,711,342) ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets from operations $ 270,090,465 $ 30,801,655 $ 13,274,464 $ (9,993,047) ==================================================================================================================================== * For the period February 25, 2009 (commencement of operations) through October 31, 2009. ** For the period September 25, 2009 (commencement of operations) through October 31, 2009. See accompanying notes to financial statements. 44 Nuveen Investments | Statement of | Changes in Net Assets MUNICIPAL VALUE (NUV) MUNICIPAL VALUE 2 (NUW) ---------------------------------- --------------------------- FOR THE PERIOD 2/25/09 YEAR ENDED YEAR ENDED (COMMENCEMENT OF OPERATIONS) 10/31/09 10/31/08 THROUGH 10/31/09 ------------------------------------------------------------------------------------------------------------------------------ OPERATIONS Net investment income $ 96,541,783 $ 92,078,698 $ 6,262,135 Net realized gain (loss) from: Investments 29,365 (3,904,828) 123,012 Futures -- -- -- Change in net unrealized appreciation (depreciation) of: Investments 173,519,317 (287,804,822) 24,416,508 Futures -- -- -- ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets from operations 270,090,465 (199,630,952) 30,801,655 ------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income (92,292,691) (91,737,819) (6,649,379) From accumulated net realized gains -- (5,519,843) -- ------------------------------------------------------------------------------------------------------------------------------ Decrease in net assets from distributions to shareholders (92,292,691) (97,257,662) (6,649,379) ------------------------------------------------------------------------------------------------------------------------------ CAPITAL SHARE TRANSACTIONS Proceeds from sale at shares, net of offering costs -- -- 180,117,000 Net proceeds from shares issued to shareholders due to reinvestment of distributions 9,815,879 6,771,749 1,339,107 ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets from capital share transactions 9,815,879 6,771,749 181,456,107 ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets 187,613,653 (290,116,865) 205,608,383 Net assets at the beginning of period 1,684,417,682 1,974,534,547 100,275 ------------------------------------------------------------------------------------------------------------------------------ Net assets at the end of period $ 1,872,031,335 $ 1,684,417,682 $ 205,708,658 ============================================================================================================================== Undistributed (Over-distribution of) net investment income at the end of period $ 6,984,529 $ 2,924,085 $ (387,244) ============================================================================================================================== See accompanying notes to financial statements. Nuveen Investments 45 | Statement of | Changes in Net Assets (continued) ENHANCED MUNICIPAL MUNICIPAL INCOME (NMI) VALUE (NEV) ------------------------------ --------------------------- FOR THE PERIOD 9/25/09 YEAR ENDED YEAR ENDED (COMMENCEMENT OF OPERATIONS) 10/31/09 10/31/08 THROUGH 10/31/09 -------------------------------------------------------------------------------------------------------------------------- OPERATIONS Net investment income $ 4,646,271 $ 4,315,417 $ 718,295 Net realized gain (loss) from: Investments (587,919) (120,921) 17,480 Futures 196,281 56,305 -- Change in net unrealized appreciation (depreciation) of: Investments 8,919,687 (12,150,685) (10,728,822) Futures 100,144 (100,144) -- -------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets from operations 13,274,464 (8,000,028) (9,993,047) -------------------------------------------------------------------------------------------------------------------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income (4,316,357) (4,095,547) -- From accumulated net realized gains -- -- -- -------------------------------------------------------------------------------------------------------------------------- Decrease in net assets from distributions to shareholders (4,316,357) (4,095,547) -- -------------------------------------------------------------------------------------------------------------------------- CAPITAL SHARE TRANSACTIONS Proceeds from sale at shares, net of offering costs -- -- 254,451,000 Net proceeds from shares issued to shareholders due to reinvestment of distributions 371,854 224,555 -- -------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets from capital share transactions 371,854 224,555 254,451,000 -------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets 9,329,961 (11,871,020) 244,457,953 Net assets at the beginning of period 75,553,100 87,424,120 100,275 -------------------------------------------------------------------------------------------------------------------------- Net assets at the end of period $ 84,883,061 $ 75,553,100 $ 244,558,228 ========================================================================================================================== Undistributed (Over-distribution of) net investment income at the end of period $ 823,990 $ 498,768 $ 718,295 ========================================================================================================================== See accompanying notes to financial statements. 46 Nuveen Investments | Notes to | Financial Statements 1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES The funds covered in this report and their corresponding New York Stock Exchange symbols are Nuveen Municipal Value Fund, Inc. (NUV), Nuveen Municipal Value Fund 2 (NUW), Nuveen Municipal Income Fund, Inc. (NMI) and Nuveen Enhanced Municipal Value Fund (NEV) (collectively, the "Funds"). The Funds are registered under the Investment Company Act of 1940, as amended, as closed-end, management investment companies. Prior to the commencement of operations, Municipal Value 2 (NUW) and Enhanced Municipal Value (NEV) had no operations other than those related to organizational matters, the initial capital contribution for each Fund of $100,275 by Nuveen Asset Management (the "Advisor"), a wholly owned subsidiary of Nuveen Investments, Inc. ("Nuveen"), and the recording of each Fund's organization expense ($15,000) and their reimbursement by Nuveen Investments, LLC, also a wholly owned subsidiary of Nuveen. Each Fund's primary investment objective is to provide current income exempt from regular federal income tax by investing primarily in a portfolio of municipal obligations issued by state and local government authorities or certain US territories. In June 2009, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification(TM) (the "Codification") as the single source of authoritative accounting principles recognized by the FASB in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP). The Codification supersedes existing non-grandfathered, non-SEC accounting and reporting standards. The Codification did not change GAAP but rather organized it into a hierarchy where all guidance within the Codification carries an equal level of authority. The Codification became effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification did not have a material effect on the Funds' financial statements. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements in accordance with US 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/Trustees. Futures contracts are valued using the closing settlement price, or in the absence of such a price, at the mean of the bid and asked prices. When market price quotes are not readily available (which is usually the case for municipal securities), the pricing service or, in absence of a pricing service for a particular investment or derivative instrument, the Board of Directors/Trustees of the Fund, or its designee, may establish fair value using a wide variety of market data including yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from securities dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor's credit characteristics considered relevant. Temporary investments in securities that have variable rate and demand features qualifying them as short-term investments are valued at amortized cost, which approximates 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, 2009, Enhanced Municipal Value (NEV) had outstanding when-issued/delayed delivery purchase commitments of $32,632,106. There were no such outstanding purchase commitments in any of the other Funds. 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. Income Taxes Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its 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 Nuveen Investments 47 | Notes to | Financial Statements (continued) 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. For all open tax years and all major taxing jurisdictions, management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Funds is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. 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 at least annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards. 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 US generally accepted accounting principles. Inverse Floating Rate Securities Each Fund is authorized to 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"). 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 "(IF) - Inverse floating rate investment." An investment in a self-deposited inverse floater is accounted for as a financing transaction. In such instances, a fixed-rate bond deposited into a special purpose trust is identified in the Portfolio of Investments as "(UB) - Underlying bond of an inverse floating rate trust reflected as a financing transaction," 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 recognizes the related interest paid to the holders of the short-term floating rate certificates as "Interest expense on floating rate obligations" on the Statement of Operations. During the fiscal year ended October 31, 2009, Municipal Value (NUV) and Municipal Income (NMI) invested in externally-deposited inverse floaters and/or self-deposited inverse floaters. During the period February 25, 2009 (commencement of operations) through October 31, 2009, Municipal Value 2 (NUW) invested in externally-deposited inverse floaters. During the period September 25, 2009 (commencement of operations) through October 31, 2009, Enhanced Municipal Value (NEV) invested in externally-deposited inverse floaters. Each Fund may also enter into shortfall and forbearance agreements (sometimes referred to as a "recourse trust" or "credit recovery swap") (such agreements referred to herein as "Recourse Trusts") 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 issued by the trust plus any shortfalls in interest cash flows. Under these agreements, a Fund's potential exposure to losses related to or on inverse floaters may increase beyond the value of a Fund's inverse floater investments as a Fund may potentially be liable to fulfill all amounts owed to holders of the floating rate certificates. At period end, any such shortfall is included as "Unrealized depreciation on Recourse Trusts" on the Statement of Assets and Liabilities. At October 31, 2009, each Fund's maximum exposure to externally-deposited Recourse Trusts is as follows: ENHANCED MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL VALUE (NUV) VALUE 2 (NUW) INCOME (NMI) VALUE (NEV) ----------------------------------------------------------------------------------------------- Maximum exposure to Recourse Trusts $ 7,500,000 $ 8,665,000 $ 3,005,000 $ 134,065,000 =============================================================================================== 48 Nuveen Investments 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, 2009, were as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) ------------------------------------------------------------------------------- Average floating rate obligations outstanding $38,250,000 $ 3,335,000 Average annual interest rate and fees 0.79% 0.74% =============================================================================== Futures Contracts Each Fund is subject to interest rate risk in the normal course of pursuing its investment objectives and is authorized to invest in futures contracts in attempt to manage such risk. Upon entering into a futures contract, a Fund is required to deposit with the broker an amount of cash or liquid securities equal to a specified percentage of the contract amount. This is known as the "initial margin." Cash held by the broker to cover initial margin requirements on open futures contracts, if any, is recognized as "Deposits with brokers for open futures contracts" on the Statement of Assets and Liabilities. Subsequent payments ("variation margin") are made or received by a Fund each day, depending on the daily fluctuation of the value of the contract. Variation margin is recognized as a receivable or payable for "Variation margin on futures contracts" on the Statement of Assets and Liabilities, when applicable. During the period the futures contract is open, changes in the value of the contract are recorded as an unrealized gain or loss by "marking-to-market" on a daily basis to reflect the changes in market value of the contract and is recognized as "Change in net unrealized appreciation (depreciation) of futures contracts" on the Statement of Operations. When the contract is closed or expired, a Fund records a realized gain or loss equal to the difference between the value of the contract on the closing date and value of the contract when originally entered into and is recognized as "Net realized gain (loss) from futures contracts" on the Statement of Operations. Municipal Income (NMI) invested in futures contracts during the fiscal year ended October 31, 2009. Risks of investments in futures contracts include the possible adverse movement of the securities or indices underlying the contracts, the possibility that there may not be a liquid secondary market for the contracts and/or that a change in the value of the contract may not correlate with a change in the value of the underlying securities or indices. The average number of futures contracts outstanding during the fiscal year ended October 31, 2009, was as follows: MUNICIPAL INCOME (NMI) -------------------------------------------------------------------------------- Average number of futures contracts outstanding 5* ================================================================================ * The average number of contracts is calculated based on the outstanding contracts at the beginning of the fiscal year and at the end of each fiscal quarter within the current fiscal year. The Fund was not invested in futures contracts at the end of the current fiscal year. Refer to Footnote 3 - Derivative Instruments and Hedging Activities for further details on futures contract activity. Market and Counterparty Credit Risk In the normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions. The extent of each Fund's exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities. Futures contracts expose a Fund to minimal counterparty credit risk as they are exchange traded and the exchange's clearinghouse, which is counterparty to all exchange traded futures, guarantees the futures contracts against default. Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the predetermined threshold amount. Nuveen Investments 49 | Notes to | Financial Statements (continued) Zero Coupon Securities Each Fund is authorized to 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 Portfolios 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. Organization and Offering Costs Nuveen Investments, LLC has agreed to reimburse all organization expenses ($15,000) and pay all offering costs (other than the sales load) that exceed $.03 per share of each Municipal Value 2's (NUW) and Enhanced Municipal Value's (NEV) shares. Municipal Value 2's (NUW) and Enhanced Municipal Value's (NEV) share offering costs ($378,000 and $534,000, respectively) were recorded as reductions of the proceeds from each Fund's sale of shares. Custodian Fee Credit Each 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 investments. Credits for cash balances may be offset by charges for any days on which a Fund overdraws its account at the custodian bank. Indemnifications Under the Funds' organizational documents, their Officers and Directors/Trustees 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. Use of Estimates The preparation of financial statements in conformity with US 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. FAIR VALUE MEASUREMENTS During the current fiscal period, the Funds adopted authoritative guidance under GAAP on determining fair value measurements. This guidance defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosure about fair value measurements. In determining the value of each Fund's investments various inputs are used. These inputs are summarized in the three broad levels listed below: Level 1 - Quoted prices in active markets for identical securities. Level 2 - Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 - Significant unobservable inputs (including management's assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of each Fund's fair value measurements as of October 31, 2009: MUNICIPAL VALUE (NUV) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ---------------------------------------------------------------------------------------- Investments: Municipal Bonds $ -- $ 1,877,149,851 $ -- $ 1,877,149,851 ======================================================================================== MUNICIPAL VALUE 2 (NUW) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ---------------------------------------------------------------------------------------- Investments: Municipal Bonds $ -- $ 202,840,884 $ -- $ 202,840,884 ======================================================================================== MUNICIPAL INCOME (NMI) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ---------------------------------------------------------------------------------------- Investments: Municipal Bonds $ -- $ 86,329,270 $ -- $ 86,329,270 ======================================================================================== ENHANCED MUNICIPAL VALUE (NEV) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL ---------------------------------------------------------------------------------------- Investments: Municipal Bonds $ -- $ 206,153,272 $ -- $ 206,153,272 ======================================================================================== 50 Nuveen Investments 3. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES During the current fiscal period, the Funds adopted amendments to authoritative guidance under GAAP on disclosures about derivative instruments and hedging activities. This guidance is intended to enhance financial statement disclosures for derivative instruments and hedging activities and enable investors to better understand: a) how and why a fund uses derivative instruments; b) how derivative instruments are accounted for; and c) how derivative instruments affect a fund's financial position, results of operations and cash flows, if any. The Funds record derivative instruments at fair value with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Funds' investments in derivatives may represent economic hedges, under this guidance they are considered to be non-hedge transactions for financial reporting purposes. For additional information on the derivative instruments in which each Fund was invested during and at the end of the reporting period, refer to the Portfolio of Investments, Financial Statements and Footnote 1 - General Information and Significant Accounting Policies. The following tables presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized for the fiscal year ended October 31, 2009, on derivative instruments, as well as the primary risk exposure associated with each. Municipal Income (NMI) held derivative instruments during the fiscal year ended October 31, 2009. None of the Funds had derivative contracts outstanding at October 31, 2009. MUNICIPAL NET REALIZED GAIN (LOSS) FROM FUTURES CONTRACTS INCOME (NMI) -------------------------------------------------------------------------------- RISK EXPOSURE Interest Rate $ 196,281 ================================================================================ CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) MUNICIPAL OF FUTURES CONTRACTS INCOME (NMI) -------------------------------------------------------------------------------- RISK EXPOSURE Interest Rate $ 100,144 ================================================================================ 4. FUND SHARES Municipal Value (NUV) and Municipal Income (NMI) did not repurchase any of their outstanding shares during the fiscal years ended October 31, 2009 and October 31, 2008. Municipal Value 2 (NUW) and Enhanced Municipal Value (NEV) did not repurchase any of their shares during the period since commencement of operations through October 31, 2009. Transactions in shares were as follows: MUNICIPAL VALUE (NUV) MUNICIPAL VALUE 2 (NUW) ---------------------- --------------------------- YEAR YEAR FOR THE PERIOD 2/25/09 ENDED ENDED (COMMENCEMENT OF OPERATIONS) 10/31/09 10/31/08 THROUGH 10/31/09 ----------------------------------------------------------------------------------------------- Shares sold -- -- 12,600,000 Shares issued to shareholders due to reinvestment of distributions 1,101,278 709,000 89,479 =============================================================================================== ENHANCED MUNICIPAL MUNICIPAL INCOME (NMI) VALUE (NEV) ---------------------- --------------------------- YEAR YEAR FOR THE PERIOD 9/25/09 ENDED ENDED (COMMENCEMENT OF OPERATIONS) 10/31/09 10/31/08 THROUGH 10/31/09 ----------------------------------------------------------------------------------------------- Shares sold -- -- 17,800,000 Shares issued to shareholders due to reinvestment of distributions 38,222 21,474 -- =============================================================================================== 5. INVESTMENT TRANSACTIONS Purchases and sales (including maturities but excluding short-term investments and derivative transactions) during the fiscal year ended October 31, 2009, were as follows: ENHANCED MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL VALUE (NUV) VALUE 2 (NUW)* INCOME (NMI) VALUE (NEV)** --------------------------------------------------------------------------------------- Purchases $ 103,929,269 $ 181,597,372 $ 8,077,712 $ 217,864,784 Sales and maturities 85,859,409 4,331,405 7,976,845 997,000 ======================================================================================= * For the period February 25, 2009 (commencement of operations) through October 31, 2009. ** For the period September 25, 2009 (commencement of operations) through October 31, 2009. Nuveen Investments 51 | Notes to | Financial Statements (continued) 6. 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 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 securities reflected as financing transactions, if any. 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, 2009, the cost of investments was as follows: ENHANCED MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL VALUE (NUV) VALUE 2 (NUW) INCOME (NMI) VALUE (NEV) ---------------------------------------------------------------------------------------------------------------------------- Cost of investments $ 1,827,449,234 $ 178,230,436 $ 81,929,183 $ 216,875,175 ============================================================================================================================ Gross unrealized appreciation and gross unrealized depreciation of investments at October 31, 2009, were as follows: ENHANCED MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL VALUE (NUV) VALUE 2 (NUW) INCOME (NMI) VALUE (NEV) ---------------------------------------------------------------------------------------------------------------------------- Gross unrealized: Appreciation $ 111,949,023 $ 24,610,448 $ 4,206,388 $ 192,600 Depreciation (100,498,052) -- (3,142,369) (10,914,503) ---------------------------------------------------------------------------------------------------------------------------- Net unrealized appreciation (depreciation) of investments $ 11,450,971 $ 24,610,448 $ 1,064,019 $ (10,721,903) ============================================================================================================================ The tax components of undistributed net tax-exempt income, net ordinary income and net long-term capital gains at October 31, 2009, the Funds' tax year end, were as follows: ENHANCED MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL VALUE (NUV) VALUE 2 (NUW) INCOME (NMI) VALUE (NEV) ---------------------------------------------------------------------------------------------------------------------------- Undistributed net tax-exempt income * $ 9,742,098 $ 371,049 $ 1,062,247 $ 711,376 Undistributed net ordinary income ** 374,056 123,015 4,652 17,480 Undistributed net long-term capital gains 1,000,286 -- -- -- ============================================================================================================================ * Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on October 1, 2009, paid on November 2, 2009. ** 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, 2009 and October 31, 2008, was designated for purposes of the dividends paid deduction as follows: ENHANCED MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL 2009 VALUE (NUV) VALUE 2 (NUW)***** INCOME (NMI) VALUE (NEV)****** ---------------------------------------------------------------------------------------------------------------------------- Distributions from net tax-exempt income*** $ 91,855,449 $ 5,697,143 $ 4,273,870 $ -- Distributions from net ordinary income ** 394,292 -- -- -- Distributions from net long-term capital gains**** -- -- -- -- ============================================================================================================================ MUNICIPAL MUNICIPAL 2008 VALUE (NUV) INCOME (NMI) ---------------------------------------------------------------------------------------------------------------------------- Distributions from net tax-exempt income $ 91,392,283 $ 4,094,646 Distributions from net ordinary income ** 333,473 -- Distributions from net long-term capital gains 5,504,256 -- ============================================================================================================================ ** 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, 2009, as Exempt Interest Dividends. **** The Funds designated as a long-term capital gain dividend, pursuant to the Internal Revenue Code Section 852(b)(3), the amount necessary to reduce earnings and profits of the Funds related to net capital gain to zero for the tax year ended October 31, 2009. ***** For the period February 25, 2009 (commencement of operations) through October 31, 2009. ****** For the period September 25, 2009 (commencement of operations) through October 31, 2009. 52 Nuveen Investments At October 31, 2009, the Fund's tax year end, Municipal Income (NMI) had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as follows: MUNICIPAL INCOME (NMI) -------------------------------------------------------------------------------- Expiration: October 31, 2011 $ 6,864,744 October 31, 2012 916,759 October 31, 2013 165,764 October 31, 2016 164,175 October 31, 2017 289,822 -------------------------------------------------------------------------------- Total $ 8,401,264 ================================================================================ 7. 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 the Adviser and 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, is based upon the average daily net assets of the Fund as follows: MUNICIPAL VALUE (NUV) AVERAGE DAILY NET ASSETS (1) 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 ================================================================================ Municipal Value 2's (NUW) annual fund-level fee, payable monthly, is based upon the average daily managed net assets of the Fund as follows: MUNICIPAL VALUE 2 (NUW) AVERAGE DAILY MANAGED NET ASSETS (1) FUND-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $125 million .4000% For the next $125 million .3875 For the next $250 million .3750 For the next $500 million .3625 For the next $1 billion .3500 For net assets over $2 billion .3375 ================================================================================ Nuveen Investments 53 | Notes to | Financial Statements (continued) Municipal Income's (NMI) annual fund-level fee, payable monthly, is based upon the average daily net assets of the Fund as follows: MUNICIPAL INCOME (NMI) AVERAGE DAILY NET ASSETS (1) 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 ================================================================================ Enhanced Municipal Value's (NEV) annual fund-level fee, payable monthly, is based upon the average daily managed net assets of the Fund as follows: ENHANCED MUNICIPAL VALUE (NEV) AVERAGE DAILY MANAGED NET ASSETS (1) 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 net assets over $2 billion .3875 ================================================================================ 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 net assets managed as stated in the following table. As of October 31, 2009, the complex-level fee rate was .1907%. The complex-level fee schedule is as follows: COMPLEX-LEVEL NET 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 ================================================================================ (1) The complex-level fee component of the management fee for the funds is calculated based upon the aggregate daily managed net assets of all Nuveen funds, with such daily managed net assets defined separately for each fund in its management agreement, but excluding assets attributable to investments in other Nuveen funds. For the complex-level and fund-level fee components, daily managed net assets includes assets managed by the Adviser that are attributable to each fund's use of financial leverage. For these purposes, financial leverage includes the funds' use of preferred stock and borrowings and investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by the TOB trust that has been effectively financed by the trust's issuance of floating rate securities, subject to an agreement by the Adviser to limit the amount of such assets for determining managed net assets in certain circumstances. 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/Trustees 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/Trustees has adopted a deferred compensation plan for independent Directors/Trustees that enables Directors/Trustees 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. 54 Nuveen Investments 8. NEW ACCOUNTING STANDARDS Accounting for Transfers of Financial Assets During June 2009, the FASB issued changes to the authoritative guidance under GAAP on accounting for transfers of financial assets. The objective of this guidance is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This guidance is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. The recognition and measurement provisions of this guidance must be applied to transfers occurring on or after the effective date. Additionally, the disclosure provisions of this guidance should be applied to transfers that occurred both before and after the effective date of this guidance. At this time, management is evaluating the implications of this guidance and the impact it will have on the financial statement amounts and disclosures, if any. 9. SUBSEQUENT EVENTS Distributions to Shareholders The Funds declared dividend distributions from their tax-exempt net investment income which were paid on December 1, 2009, to shareholders of record on November 15, 2009, as follows: ENHANCED MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL VALUE (NUV) VALUE 2 (NUW) INCOME (NMI) VALUE (NEV) -------------------------------------------------------------------------------- Dividend per share $ .0390 $ .0750 $ .0470 $ .0760 ================================================================================ Shares Sold On November 5, 2009, Enhanced Municipal Value (NEV) sold and additional 1,400,000 shares. Evaluation Date In May 2009, the FASB issued changes to authoritative guidance under GAAP for subsequent events. This guidance requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. This guidance is intended to establish general standards of accounting and for disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date - that is, whether that date represents the date the financial statements were issued or were available to be issued. This guidance is effective for interim and annual periods ending after June 15, 2009. The Funds have performed an evaluation of subsequent events through December 28, 2009, which is the date the financial statements were issued. Nuveen Investments 55 | Financial | Highlights Selected data for a share outstanding throughout each period: INVESTMENT OPERATIONS ---------------------------------------------- NET BEGINNING NET REALIZED/ NET ASSET INVESTMENT UNREALIZED VALUE INCOME GAIN (LOSS) TOTAL ------------------------------------------------------------------------------------------------------------------ MUNICIPAL VALUE (NUV) ------------------------------------------------------------------------------------------------------------------ Year Ended 10/31: 2009 $ 8.60 $ .49 $ .89 $ 1.38 2008 10.12 .47 (1.49) (1.02) 2007 10.39 .46 (.23) .23 2006 10.15 .47 .26 .73 2005 10.11 .47 .10 .57 MUNICIPAL VALUE 2 (NUW) ------------------------------------------------------------------------------------------------------------------ Year Ended 10/31: 2009(b) 14.33 .49 1.94 2.43 MUNICIPAL INCOME (NMI) ------------------------------------------------------------------------------------------------------------------ Year Ended 10/31: 2009 9.28 .57 1.06 1.63 2008 10.77 .53 (1.52) (.99) 2007 11.04 .52 (.28) .24 2006 10.86 .53 .16 .69 2005 10.76 .54 .09 .63 ENHANCED MUNICIPAL VALUE (NEV) ------------------------------------------------------------------------------------------------------------------ Year Ended 10/31: 2009(c) 14.33 .04 (.61) (.57) ================================================================================================================== LESS DISTRIBUTIONS ------------------------------ ENDING NET NET ENDING INVESTMENT CAPITAL OFFERING ASSET MARKET INCOME GAINS TOTAL COSTS VALUE VALUE -------------------------------------------------------------------------------------------------------------------- MUNICIPAL VALUE (NUV) -------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2009 $ (.47) $ -- $ (.47) $ -- $ 9.51 $ 9.91 2008 (.47) (.03) (.50) -- 8.60 8.65 2007 (.47) (.03) (.50) -- 10.12 9.49 2006 (.47) (.02) (.49) -- 10.39 10.16 2005 (.47) (.06) (.53) -- 10.15 9.58 MUNICIPAL VALUE 2 (NUW) -------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2009(b) (.53) -- (.53) (.03) 16.20 15.84 MUNICIPAL INCOME (NMI) -------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2009 (.53) -- (.53) -- 10.38 10.66 2008 (.50) -- (.50) -- 9.28 9.89 2007 (.51) -- (.51) -- 10.77 10.49 2006 (.51) -- (.51) -- 11.04 10.50 2005 (.53) -- (.53) -- 10.86 10.56 ENHANCED MUNICIPAL VALUE (NEV) -------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2009(c) -- -- -- (.03) 13.73 15.00 ==================================================================================================================== 56 Nuveen Investments RATIOS/SUPPLEMENTAL DATA --------------------------------------------------------------------- TOTAL RETURNS RATIOS TO AVERAGE NET ASSETS** ----------------- ----------------------------------------- BASED BASED ON ENDING ON NET NET EXPENSES EXPENSES NET PORTFOLIO MARKET ASSET ASSETS INCLUDING EXCLUDING INVESTMENT TURNOVER VALUE* VALUE* (000) INTEREST (a) INTEREST INCOME RATE -------------------------------------------------------------------------------------------------------------------------- MUNICIPAL VALUE (NUV) -------------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2009 20.68% 16.51% $ 1,872,031 .66% .64% 5.49% 5% 2008 (3.93) (10.51) 1,684,418 .65 .61 4.86 16 2007 (1.90) 2.22 1,974,535 .62 .59 4.53 10 2006 11.51 7.40 2,025,964 .59 .59 4.60 6 2005 8.25 5.73 1,979,396 .60 .60 4.64 8 MUNICIPAL VALUE 2 (NUW) -------------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2009(b) 9.27 16.92 205,709 .67*** .67*** 4.84*** 2 MUNICIPAL INCOME (NMI) -------------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2009 13.72 18.06 84,883 .81 .78 5.85 10 2008 (1.01) (9.53) 75,553 .86 .76 5.08 8 2007 4.78 2.23 87,424 .86 .75 4.76 6 2006 4.42 6.50 89,605 .76 .76 4.83 6 2005 10.21 5.93 88,147 .78 .78 4.99 7 ENHANCED MUNICIPAL VALUE (NEV) -------------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2009(c) -- (4.15) 244,558 1.02*** 1.02*** 3.25*** 1 ========================================================================================================================== * Total Return Based 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 may take 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 Based 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. ** Expense ratios do not reflect the reduction of custodian fee credits earned on the Fund's net cash on deposit with the custodian bank and legal fee refund, where applicable. *** Annualized. (a) The expense ratios in the above table reflect, among other things, the interest expense deemed to have been paid by the Fund on the floating rate certificates issued by the special purpose trusts for the self-deposited inverse floaters held by the Fund, as described in Footnote 1 - Inverse Floating Rate Securities. (b) For the period February 25, 2009 (commencement of operations) through October 31, 2009. (c) For the period September 25, 2009 (commencement of operations) through October 31, 2009. See accompanying notes to financial statements. Nuveen Investments 57 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 nine. None of the board members who are not "interested" persons of the Funds (referred to herein as "independent board members") 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. NUMBER PRINCIPAL YEAR FIRST OF PORTFOLIOS OCCUPATION(S) NAME, ELECTED OR IN FUND COMPLEX INCLUDING OTHER BIRTHDATE POSITION(S) HELD APPOINTED OVERSEEN BY DIRECTORSHIPS & ADDRESS WITH THE FUNDS AND TERM(1) BOARD MEMBER DURING PAST 5 YEARS ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT BOARD MEMBERS: o ROBERT P. BREMNER Private Investor and Management Consultant; 8/22/40 Chairman of Treasurer and Director, Humanities Council of 333 W. Wacker Drive the Board 1997 198 Washington D.C. Chicago, IL 60606 and Board Member o JACK B. EVANS President, The Hall-Perrine Foundation, a private 10/22/48 philanthropic corporation (since 1996); Director 333 W. Wacker Drive Board Member 1999 198 and Chairman, United Fire Group, a publicly held Chicago, IL 60606 company; President Pro Tem of the Board of Regents for the State of Iowa University System; Director, Gazette Companies; Life Trustee of Coe College and the Iowa College Foundation; 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. o WILLIAM C. HUNTER Dean, Tippie College of Business, University of 3/6/48 Iowa (since 2006); Director (since 2004) of Xerox 333 W. Wacker Drive Board Member 2004 198 Corporation; Director (since 2005), Beta Gamma Chicago, IL 60606 Sigma International Honor Society; formerly, Dean and Distinguished 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, SS&C Technologies, Inc. (May 2005-October 2005); formerly, Director (1997-2007), Credit Research Center at Georgetown University. o DAVID J. KUNDERT Director, Northwestern Mutual Wealth Management 10/28/42 Company; retired (since 2004) as Chairman, JPMorgan 333 W. Wacker Drive Board Member 2005 198 Fleming Asset Management, President and CEO, Banc Chicago, IL 60606 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 Investment Committee, Greater Milwaukee Foundation. o WILLIAM J. SCHNEIDER Chairman of Miller-Valentine Partners Ltd., a real 9/24/44 estate investment company; formerly, Senior Partner 333 W. Wacker Drive Board Member 1997 198 and Chief Operating Officer (retired, 2004) of Chicago, IL 60606 Miller-Valentine Group; member, University of Dayton Business School Advisory Council; member, Dayton Philharmonic Orchestra Association; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank; formerly, Director, Dayton Development Coalition. 58 Nuveen Investments NUMBER PRINCIPAL YEAR FIRST OF PORTFOLIOS OCCUPATION(S) NAME, ELECTED OR IN FUND COMPLEX INCLUDING OTHER BIRTHDATE POSITION(S) HELD APPOINTED OVERSEEN BY DIRECTORSHIPS & ADDRESS WITH THE FUNDS AND TERM(1) BOARD MEMBER DURING PAST 5 YEARS ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT BOARD MEMBERS: Executive Director, Gaylord and Dorothy Donnelley o JUDITH M. STOCKDALE Foundation (since 1994); prior thereto, Executive 12/29/47 Director, Great Lakes Protection Fund (from 1990 to 333 W. Wacker Drive Board Member 1997 198 1994). Chicago, IL 60606 o CAROLE E. STONE Director, Chicago Board Options Exchange (since 6/28/47 2006); Director, C2 Options Exchange, Incorporated 333 W. Wacker Drive Board Member 2007 198 (since 2009); Commissioner, New York State Chicago, IL 60606 Commission on Public Authority Reform (since 2005); formerly, Chair, New York Racing Association Oversight Board (2005-2007). o TERENCE J. TOTH Director, Legal & General Investment Management 9/29/59 America, Inc. (since 2008); Managing Partner, Musso 333 W. Wacker Drive Board Member 2008 198 Capital Management (since 2008); formerly, CEO and Chicago, IL 60606 President, Northern Trust Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2004-2007); prior thereto, various positions with Northern Trust Company (since 1994); Member: Goodman Theatre Board (since 2004), Chicago Fellowship Boards (since 2005), University of Illinois Leadership Council Board (since 2007) and Catalyst Schools of Chicago Board (since 2008); formerly, Member: Northern Trust Mutual Funds Board (2005-2007), Northern Trust Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004). INTERESTED BOARD MEMBER: Chief Executive Officer (since July 2007) and o JOHN P. AMBOIAN(2) Director (since 1999) of Nuveen Investments, Inc.; 6/14/61 Chief Executive Officer (since 2007) of Nuveen 333 W. Wacker Drive Board Member 2008 198 Asset Management, Nuveen Investments Advisors, Inc. Chicago, IL 60606 formerly, President (1999-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3) Nuveen Investments 59 Board Members & Officers (continued) NUMBER OF PORTFOLIOS NAME, YEAR FIRST IN FUND COMPLEX PRINCIPAL BIRTHDATE POSITION(S) HELD ELECTED OR OVERSEEN OCCUPATION(S) AND ADDRESS WITH THE FUNDS APPOINTED(4) BY OFFICER DURING PAST 5 YEARS ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUNDS: Managing Director (since 2002), Assistant o GIFFORD R. ZIMMERMAN Secretary and Associate General Counsel of 9/9/56 Chief Nuveen Investments, LLC; Managing Director, 333 W. Wacker Drive Administrative 1988 198 Associate General Counsel and Assistant Chicago, IL 60606 Officer Secretary, of Nuveen Asset Management (since 2002) and of Symphony Asset Management LLC, (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC. (since 2002), Nuveen Investments Advisers Inc. (since 2002), Tradewinds Global Investors, LLC, and Santa Barbara Asset Management, LLC (since 2006), Nuveen HydePark Group LLC and Nuveen Investment Solutions, Inc. (since 2007); Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; formerly, Managing Director (2002-2004), General Counsel (1998-2004) and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); Chartered Financial Analyst. o WILLIAM ADAMS IV Executive Vice President of Nuveen Investments, 6/9/55 Inc.; Executive Vice President, U.S. Structured 333 W. Wacker Drive Vice President 2007 123 Products of Nuveen Investments, LLC, (since Chicago, IL 60606 1999), prior thereto, Managing Director of Structured Investments. o MARK J.P. ANSON President and Executive Director of Nuveen 6/10/59 Investments, Inc. (since 2007); President of 333 W. Wacker Drive Vice President 2009 198 Nuveen Investments Institutional Services Group Chicago, IL 60606 LLC (since 2007); previously, Chief Executive Officer of the British Telecom Pension Scheme (2006-2007) and Chief Investment Officer of Calpers (1999-2006); PhD, Chartered Financial Analyst, Chartered Alternative Investment Analyst, Certified Public Accountant, Certified Management Accountant and Certified Internal Auditor. o CEDRIC H. ANTOSIEWICZ Managing Director, (since 2004), previously, 1/11/62 Vice President (1993-2004) of Nuveen 333 W. Wacker Drive Vice President 2007 123 Investments, LLC. Chicago, IL 60606 o NIZIDA ARRIAGA Vice President (since 2007) of Nuveen 6/1/68 Investments, LLC; previously, Portfolio Manager, 333 W. Wacker Drive Vice President 2009 198 Allstate Investments, LLC (1996-2006); Chartered Chicago, IL 60606 Financial Analyst. o MICHAEL T. ATKINSON Vice President (since 2002) of Nuveen 2/3/66 Vice President Investments, LLC.; Vice President of Nuveen 333 W. Wacker Drive and Assistant 2000 198 Asset Management (since 2005). Chicago, IL 60606 Secretary o MARGO L. COOK Executive Vice President (since Oct 2008) of 4/11/64 Nuveen Investments, Inc.; previously, Head of 333 W. Wacker Drive Vice President 2009 198 Institutional Asset Management (2007-2008) of Chicago, IL 60606 Bear Stearns Asset Management; Head of Institutional Asset Mgt (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst. o LORNA C. FERGUSON Managing Director (since 2004) of Nuveen 10/24/45 Investments, LLC; Managing Director (since 2005) 333 W. Wacker Drive Vice President 1998 198 of Nuveen Asset Management; Managing Director Chicago, IL 60606 (2004-2005), of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3) 60 Nuveen Investments NUMBER OF PORTFOLIOS NAME, YEAR FIRST IN FUND COMPLEX PRINCIPAL BIRTHDATE POSITION(S) HELD ELECTED OR OVERSEEN OCCUPATION(S) AND ADDRESS WITH THE FUNDS APPOINTED(4) BY OFFICER DURING PAST 5 YEARS ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUNDS: Vice President (since 1993) and Funds Controller o STEPHEN D. FOY (since 1998) of Nuveen Investments, LLC; Vice 5/31/54 Vice President President (since 2005) of Nuveen Asset 333 W. Wacker Drive and Controller 1998 198 Management; Certified Public Accountant. Chicago, IL 60606 o SCOTT S. GRACE Managing Director, Corporate Finance & 8/20/70 Vice President Development, Treasurer (since September 2009) of 333 West Wacker Drive and Treasurer 2009 198 Nuveen Investments, LLC, formerly, Treasurer Chicago, IL 60606 (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly. Senior Associate in Morgan Stanley's Global Financial Services Group (2000-2003); Chartered Accountant Designation. o WILLIAM T. HUFFMAN Chief Operating Officer, Municipal Fixed Income 5/7/69 (since 2008) of Nuveen Asset Management; 333 W. Wacker Drive Vice President 2009 134 previously, Chairman, President and Chief Chicago, IL 60606 Executive Officer (2002 - 2007) of Northern Trust Global Advisors, Inc. and Chief Executive Officer (2007) of Northern Trust Global Investments Limited; Certified Public Accountant. o WALTER M. KELLY Senior Vice President (since 2008), Vice 2/24/70 Chief Compliance President (2006-2008) formerly, Assistant Vice 333 W. Wacker Drive Officer and 2003 198 President and Assistant General Counsel Chicago, IL 60606 Vice President (2003-2006) of Nuveen Investments, LLC; Vice President (since 2006) and Assistant Secretary (since 2008) of Nuveen Asset Management. o DAVID J. LAMB Senior Vice President (since 2009), formerly, 3/22/63 Vice President (2000-2009) of Nuveen 333 W. Wacker Drive Vice President 2000 198 Investments, LLC; Vice President (since 2005) of Chicago, IL 60606 Nuveen Asset Management; Certified Public Accountant. o TINA M. LAZAR Senior Vice President (since 2009), formerly, 8/27/61 Vice President of Nuveen Investments, LLC 333 W. Wacker Drive Vice President 2002 198 (1999-2009); Vice President of Nuveen Asset Chicago, IL 60606 Management (since 2005). o LARRY W. MARTIN Vice President, Assistant Secretary and 7/27/51 Vice President Assistant General Counsel of Nuveen Investments, 333 W. Wacker Drive and Assistant 1988 198 LLC; Vice President (since 2005) and Assistant Chicago, IL 60606 Secretary Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; 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 Nuveen Investment Solutions, Inc. (since 2007); formerly, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3) o KEVIN J. MCCARTHY Managing Director (since 2008), formerly, Vice 3/26/66 Vice President President (2007-2008), Nuveen Investments, LLC; 333 W. Wacker Drive and Secretary 2007 198 Managing Director (since 2008), formerly, Vice Chicago, IL 60606 President, and Assistant Secretary, Nuveen Asset Management, and Nuveen Investments Holdings, Inc.; Vice President (since 2007) and Assistant Secretary, Nuveen Investment Advisers Inc., Nuveen Investment Institutional Services Group LLC, NWQ Investment Management Company, LLC, Tradewinds Global Investors LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management LLC, Nuveen HydePark Group, LLC and Nuveen Investment Solutions, Inc. (since 2007); prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997- 2007). Nuveen Investments 61 Board Members & Officers (continued) NUMBER OF PORTFOLIOS NAME, YEAR FIRST IN FUND COMPLEX PRINCIPAL BIRTHDATE POSITION(S) HELD ELECTED OR OVERSEEN OCCUPATION(S) AND ADDRESS WITH THE FUNDS APPOINTED(4) BY OFFICER DURING PAST 5 YEARS ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUNDS: Chief Investment Officer and Managing Director o JOHN V. MILLER (since 2007), formerly, Vice President 4/10/67 (2002-2007) of Nuveen Asset Management and 333 W. Wacker Drive Vice President 2007 134 Managing Director (since 2007), formerly Vice Chicago, IL 60606 President (2002-2007) Nuveen Investments, LLC; Chartered Financial Analyst. o GREGORY MINO Vice President of Nuveen Investments, LLC (since 1/4/71 2008); previously, Director (2004-2007) and 333 W. Wacker Drive Vice President 2009 198 Executive Director (2007-2008) of UBS Global Chicago, IL 60606 Asset Management; previously, Vice President (2000-2003) and Director (2003-2004) of Merrill Lynch Investment Managers; Chartered Financial Analyst. o CHRISTOPHER M. ROHRBACHER Vice President, Nuveen Investments, LLC (since 8/1/71 Vice President 2008); Vice President and Assistant Secretary, 333 W. Wacker Drive and Assistant 2008 198 Nuveen Asset Management (since 2008); prior Chicago, IL 60606 Secretary thereto, Associate, Skadden, Arps, Slate Meagher & Flom LLP (2002-2008). o JAMES F. RUANE Vice President, Nuveen Investments, LLC (since 7/3/62 Vice President 2007); prior thereto, Partner, Deloitte & Touche 333 W. Wacker Drive and Assistant 2007 198 USA LLP (2005-2007), formerly, senior tax Chicago, IL 60606 Secretary manager (2002-2005); Certified Public Accountant. o MARK L. WINGET Vice President, Nuveen Investments, LLC (since 12/21/68 Vice President 2008); Vice President and Assistant Secretary, 333 W. Wacker Drive and Assistant 2008 198 Nuveen Asset Management (since 2008); prior Chicago, IL 60606 Secretary thereto, Counsel, Vedder Price P.C. (1997-2007). (1) 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. (2) Mr. Amboian is an interested trustee because of his position with Nuveen Investments, Inc. and certain of its subsidiaries, which are affiliates of the Nuveen Funds. (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. 62 Nuveen Investments Annual Investment Management Agreement Approval Process The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board members, including by a vote of a majority of the board members who are not parties to the advisory agreement or "interested persons" of any parties (the "Independent Board Members"), cast in person at a meeting called for the purpose of considering such approval. In connection with such approvals, the fund's board members must request and evaluate, and the investment adviser is required to furnish, such information as may be reasonably necessary to evaluate the terms of the advisory agreement. Accordingly, at a meeting held on May 27-29, 2009 (the "May Meeting"), the Boards of Trustees or Directors (as the case may be) (each, a "Board" and each Trustee or Director, a "Board Member") of the Funds (other than the Nuveen Municipal Value Fund 2 (the "Municipal Value Fund 2") and the Nuveen Enhanced Municipal Value Fund (the "Enhanced Municipal Value Fund")), including a majority of the Independent Board Members, considered and approved the continuation of the advisory agreements (each an "Advisory Agreement") between each Fund (other than the Municipal Value Fund 2 and the Enhanced Municipal Value Fund) and Nuveen Asset Management ("NAM") for an additional one-year period. In preparation for their considerations at the May Meeting, such Boards also held a separate meeting on April 21-22, 2009 (the "April Meeting"). Accordingly, the factors considered and determinations made regarding the renewals by the Independent Board Members include those made at the April Meeting. The Municipal Value Fund 2 and the Enhanced Municipal Value Fund are new Funds. The initial Advisory Agreement between NAM and the Municipal Value Fund 2 was approved separately at a meeting of such Fund's Board held on January 27, 2009 and was not up for renewal at the May Meeting. The initial Advisory Agreement between NAM and the Enhanced Municipal Value Fund was approved separately at a meeting of such Fund's Board held on July 28-29, 2009. The discussion of the approvals for the Nuveen Municipal Value Fund, Inc. and the Nuveen Municipal Income Fund, Inc. is set forth below in Section I, followed by the discussion in Section II of the approval for the Enhanced Municipal Value Fund. The discussion of the approval for the Municipal Value Fund 2 was included in the semi-annual report for such Fund for the period ending April 30, 2009. Nuveen Investments 63 Annual Investment Management Agreement Approval Process (continued) I. NUVEEN MUNICIPAL VALUE FUND, INC. NUVEEN MUNICIPAL INCOME FUND, INC. With respect to the Funds listed above (for purposes of this Section I, the "Funds"), in evaluating the applicable Advisory Agreements (for purposes of this Section I, the "Advisory Agreements"), the Independent Board Members reviewed a broad range of information relating to the Funds and NAM, including absolute performance, fee and expense information for the Funds as well as comparative performance, fee and expense information for a comparable peer group of funds, the performance information of recognized and/or customized benchmarks (as applicable) of the Funds, the profitability of Nuveen for its advisory activities (which includes its wholly owned subsidiaries other than Winslow Capital Management, Inc. ("Winslow Capital"), which was recently acquired in December 2008), and other information regarding the organization, personnel, and services provided by NAM. The Independent Board Members also met quarterly as well as at other times as the need arose during the year and took into account the information provided at such meetings and the knowledge gained therefrom. Prior to approving the renewal of the Advisory Agreements, the Independent Board Members reviewed the foregoing information with their independent legal counsel and with management, reviewed materials from independent legal counsel describing applicable law and their duties in reviewing advisory contracts, and met with independent legal counsel in private sessions without management present. The Independent Board Members considered the legal advice provided by independent legal counsel and relied upon their knowledge of NAM, its services and the Funds resulting from their meetings and other interactions throughout the year and their own business judgment in determining the factors to be considered in evaluating the Advisory Agreements. Each Board Member may have accorded different weight to the various factors in reaching his or her conclusions with respect to a Fund's Advisory Agreement. The Independent Board Members did not identify any single factor as all-important or controlling. The Independent Board Members' considerations were instead based on a comprehensive consideration of all the information presented. The principal factors considered by the Board and its conclusions are described below. A. NATURE, EXTENT AND QUALITY OF SERVICES In considering renewal of the Advisory Agreements, the Independent Board Members considered the nature, extent and quality of NAM's services, including advisory services and administrative services. The Independent Board Members reviewed materials outlining, among other things, NAM'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 applicable fund product line. In reviewing the services provided and the initiatives undertaken during the past year, the Independent Board Members recognized the severe market turmoil experienced in the capital markets during recent periods, including sustained periods of high volatility, credit disruption and government intervention. The Independent Board Members considered NAM's efforts, expertise and other actions taken to address matters as they 64 Nuveen Investments arose that impacted the Funds. The Independent Board Members recognized the role of the Investment Services group which, among other things, monitors the various positions throughout the Nuveen fund complex to identify and address any systematic risks. In addition, the Capital Markets Committee of NAM provides a multi-departmental venue for developing new policies to mitigate any risks. The Independent Board Members further recognized NAM's continuous review of the Nuveen funds' investment strategies and mandates in seeking to continue to refine and improve the investment process for the funds, particularly in light of market conditions. With respect to closed-end funds that issued auction rate preferred shares ("ARPs") or that otherwise utilize leverage, the Independent Board Members noted, in particular, NAM's efforts in refi-nancing the preferred shares of such funds frozen by the collapse of the auction rate market and managing leverage during a period of rapid market declines, particularly for the non-equity funds. Such efforts included negotiating and maintaining the availability of bank loan facilities and other sources of credit used for investment purposes or to satisfy liquidity needs, liquidating portfolio securities during difficult times to meet leverage ratios, and seeking alternative forms of debt and other leverage that may over time reduce financing costs associated with ARPs and enable the funds that have issued ARPs to restore liquidity to ARPs holders. The Independent Board Members also noted Nuveen's continued commitment and efforts to keep investors and financial advisers informed as to its progress with the ARPs through, among other things, conference calls, emails, press releases, information posted on its website, and telephone calls and in-person meetings with financial advisers. In addition to the foregoing, the Independent Board Members also noted the additional services that NAM or its affiliates provide to closed-end funds, including, in particular, 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 an investor relations program to provide timely information and education to financial advisers and investors; providing advertising and marketing for the closed-end funds; maintaining websites; and providing educational seminars. As part of their review, the Independent Board Members also evaluated the background, experience and track record of NAM's investment personnel. In this regard, the Independent Board Members considered any changes in the personnel, and the impact on the level of services provided to the Funds, if any. The Independent Board Members also reviewed information regarding portfolio manager compensation arrangements to evaluate NAM's ability to attract and retain high quality investment personnel, preserve stability, and reward performance but not provide an incentive for taking undue risks. In addition to advisory services, the Independent Board Members considered the quality of administrative services provided by NAM and its affiliates including product management, fund administration, oversight of service providers, shareholder services, administration of Board relations, regulatory and portfolio compliance and legal support. Given the importance of compliance, the Independent Board Members considered NAM's compliance program, including the report of the chief compliance officer regarding the Funds' compliance policies and procedures. Nuveen Investments 65 Annual Investment Management Agreement Approval Process (continued) Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the respective Funds under the Advisory Agreements were satisfactory. B. THE INVESTMENT PERFORMANCE OF THE FUNDS AND NAM The Board considered the investment performance of 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 provider of mutual fund data as well as recognized and/or customized benchmarks (as applicable). The Independent Board Members reviewed performance information including, among other things, total return information compared with the Fund's Performance Peer Group and recognized and/or customized benchmarks (as applicable) for the quarter-, one-, three- and five-year periods (as applicable) ending December 31, 2008 and for the same periods (as applicable) ending March 31, 2009. The Independent Board Members also reviewed performance information of the Nuveen municipal funds managed by NAM in the aggregate ranked by peer group and the performance of such funds, in the aggregate, relative to their benchmark. This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings. In comparing a fund's performance with that of its Performance Peer Group, the Independent Board Members took into account that the closest Performance Peer Group in certain instances may not adequately reflect the respective fund's investment objectives and strategies thereby hindering a meaningful comparison of the fund's performance with that of the Performance Peer Group. The Independent Board Members further considered the performance of the Funds in the context of the volatile market conditions during the past year, and their impact on various asset classes and the portfolio management of the Funds. Based on their review and factoring in the severity of market turmoil in 2008, the Independent Board Members determined that each Fund's investment performance over time had been satisfactory. C. FEES, EXPENSES AND PROFITABILITY 1. Fees and Expenses The Board evaluated the management fees and expenses of each Fund reviewing, among other things, such Fund's gross management fees, net management fees and total expense ratios (before and after expense reimbursements and/or waivers) in absolute terms as well as compared to the fee and expenses of a comparable universe of unaffiliated funds based on data provided by an independent fund data provider (the "Peer Universe") and in certain cases, to a more focused subset of funds in the Peer Universe (the "Peer Group"). The Independent Board Members further reviewed data regarding the construction of the applicable Peer Universe and Peer Group. In reviewing the comparisons of fee and expense information, the Independent Board Members took into account that in certain instances various factors such as the asset level of a fund relative to peers, the 66 Nuveen Investments size and particular composition of the Peer Universe or Peer Group, the investment objectives of the peers, expense anomalies, changes in the funds comprising the Peer Universe or Peer Group from year to year, levels of reimbursement and the timing of information used may impact the comparative data, thereby limiting the ability to make a meaningful comparison. In addition, the Independent Board Members considered, among other things, the differences in the use and type of leverage compared to the peers. In reviewing the fee schedule for a Fund, the Independent Board Members also 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 closed-end funds launched since 1999). Based on their review of the fee and expense information provided, the Independent Board Members determined that each Fund's management fees and net total expense ratio were reasonable in light of the nature, extent and quality of services provided to the Fund. 2. Comparisons with the Fees of Other Clients The Independent Board Members further reviewed information regarding the nature of services and fee rates offered by NAM to other clients. Such other clients include NAM's municipal separately managed accounts. In evaluating the comparisons of fees, the Independent Board Members noted that the fee rates charged to the Funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Funds. Accordingly, the Independent 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 Independent 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. Given the inherent differences in the products, particularly the extensive services provided to the Funds, the Independent Board Members believe such facts justify the different levels of fees. 3. Profitability of Nuveen In conjunction with its review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities (which incorporated Nuveen's wholly-owned affiliated sub-advisers other than Winslow Capital) and its financial condition. The Independent Board Members reviewed the revenues and expenses of Nuveen's advisory activities for the last two years, the allocation methodology used in preparing the profitability data and an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2008. In addition, the Independent Board Members reviewed information regarding the financial results of Nuveen for 2008 based on its Form 8-K filed on March 31, 2009. The Independent 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 Independent Board Nuveen Investments 67 Annual Investment Management Agreement Approval Process (continued) Members noted that they had also appointed an Independent Board Member as a point person to review and keep them apprised of changes to the profitability analysis and/or methodologies during the year. The Independent Board Members also considered Nuveen's revenues for advisory activities, expenses, and profit margin compared to that of various unaffiliated management firms with similar amounts of assets under management and relatively comparable asset composition prepared by Nuveen. In reviewing profitability, the Independent Board Members recognized the subjective nature of determining profitability which may be affected by numerous factors including the allocation of expenses. Further, the Independent 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 Independent Board Members reviewed Nuveen's methodology and assumptions for allocating expenses across product lines to determine profitability. In reviewing profitability, the Independent Board Members recognized Nuveen's investment in its fund business. Based on their review, the Independent 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 Independent 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 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 Independent Board Members determined that the advisory fees and expenses of the respective Fund were reasonable. D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. One method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex are comprised of a fund-level component and a complex-level component, subject to certain exceptions. Accordingly, the Independent Board Members reviewed and considered the applicable fund-level breakpoints in the advisory fee schedules that reduce advisory fees as asset levels increase. In this regard, the Independent Board Members noted that although closed-end funds may from time-to-time make additional share offerings, the growth of their assets will occur primarily through the appreciation of such funds' investment portfolio. 68 Nuveen Investments While economies of scale result when costs can be spread over a larger asset base, the Independent Board Members also recognized that the asset levels generally declined in 2008 due to, among other things, the market downturn. Accordingly, for funds with a reduction in assets under management, advisory fee levels may have increased as breakpoints in the fee schedule were no longer surpassed. In addition to fund-level advisory fee breakpoints, the Board also considered the Funds' complex-wide fee arrangement. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex generally are reduced as the assets in the fund complex reach certain levels. The complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the notion that some of Nuveen's costs are attributable to services provided to all its funds in the complex and therefore all funds benefit if these costs are spread over a larger asset base. Generally, the complex-wide pricing reduces Nuveen's revenue because total complex fund assets have consistently grown in prior years. As noted, however, total fund assets declined in 2008 resulting in a smaller downward adjustment of revenues due to complex-wide pricing compared to the prior year. Based on their review, the Independent Board Members concluded that the breakpoint schedules and complex-wide fee arrangement were acceptable and reflect economies of scale to be shared with shareholders when assets under management increase. E. INDIRECT BENEFITS In evaluating fees, the Independent Board Members received and considered information regarding potential "fall out" or ancillary benefits NAM or its affiliates may receive as a result of its relationship with each Fund. In this regard, the Independent Board Members considered revenues received by affiliates of NAM for serving as agent at Nuveen's trading desk. In addition to the above, the Independent 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. The Independent 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 Independent 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. Nuveen Investments 69 F. OTHER CONSIDERATIONS The Independent 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 Advisory Agreements are fair and reasonable, that NAM's fees are reasonable in light of the services provided to each Fund and that the Advisory Agreements be renewed. II Nuveen Enhanced Municipal Value Fund The Board Members are responsible for approving the advisory arrangement of the Enhanced Municipal Value Fund (for purposes of this Section II, the "Fund") and, at a meeting held on July 28-29, 2009 (for purposes of this Section II, the "Meeting"), the Board Members, including the Independent Board Members, considered and approved the investment advisory agreement (for purposes of this Section II, the "Advisory Agreement") between NAM and the Fund. To assist the Board in its evaluation of the Advisory Agreement at the Meeting, the Independent Board Members had received, in adequate time in advance of the Meeting or at prior meetings, materials which outlined, among other things: o the nature, extent and quality of services expected to be provided by NAM; o the organization of NAM, including the responsibilities of various departments and key personnel; o the expertise and background of NAM with respect to the Fund's investment strategy; o certain performance-related information (as described below); o the profitability of Nuveen Investments, Inc. ("Nuveen") (which incorporated Nuveen's wholly-owned affiliated sub-advisers other than Winslow Capital Management, Inc. (" Winslow Capital") which was recently acquired in December 2008); o the proposed management fees of NAM, including comparisons of such fees with the management fees of comparable funds; o the expected expenses of the Fund, including comparisons of the Fund's expected expense ratio with the expense ratios of comparable funds; and o the soft dollar practices of NAM, if any. At the Meeting, NAM made a presentation to and responded to questions from the Board. During the Meeting, the Independent Board Members also met privately with their legal counsel to review the Board's duties under the Investment Company Act of 1940 (the "1940 Act"), the general principles of state law in reviewing and approving advisory contracts, the standards used by courts in determining whether investment company boards of directors have fulfilled their duties, factors to be considered in voting on advisory contracts and an adviser's fiduciary duty with respect to advisory agreements and compensation. It is with this background that the Independent Board Members considered the Advisory Agreement for the Fund. As outlined in more detail below, the Independent Board Members considered all factors they believed relevant with respect to the Fund, including the following: (a) the nature, extent and quality of the 70 Nuveen Investments services to be provided by NAM; (b) investment performance, as described below; (c) the profitability of Nuveen and its affiliates; (d) the extent to which economies of scale would be realized; and (e) whether fee levels reflect these economies of scale for the benefit of Fund investors. A. NATURE, EXTENT AND QUALITY OF SERVICES The Independent Board Members considered the nature, extent and quality of NAM's services, including advisory services and administrative services. As NAM already serves as adviser to other Nuveen funds overseen by the Board Members, the Board has a good understanding of NAM's organization, operations and personnel. As the Independent Board Members meet regularly throughout the year to oversee the Nuveen funds, including funds currently advised by NAM, the Independent Board Members have relied upon their knowledge from their meetings and any other interactions throughout the year of NAM and its services in evaluating the Advisory Agreement. At the Meeting and at prior meetings, the Independent Board Members reviewed materials outlining, among other things, Nuveen's organization and business; the types of services that NAM or its affiliates provide to the Nuveen funds and are expected to provide to the Fund; and NAM's experience with applicable investment strategies. Further, the Independent Board Members have evaluated the background, experience and track record of NAM's investment personnel. In addition to advisory services, the Independent Board Members considered the quality of any administrative or non-advisory services to be provided. In this regard, NAM is expected to provide the Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by others for the Fund) and officers and other personnel as are necessary for the operations of the Fund. In addition to investment management services, NAM and its affiliates will provide the Fund with a wide range of services, including, among other things, product management, fund administration, oversight of service providers, shareholder services, administration of Board relations, regulatory and portfolio compliance and legal support. In addition to the foregoing services, the Independent Board Members also noted the additional services that NAM or its affiliates provide to closed-end funds, including, in particular, 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 an investor relations program to provide timely information and education to financial advisers and investors; providing advertising and marketing for the closed-end funds; maintaining websites; and providing educational seminars. Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services expected to be provided to the Fund under the Advisory Agreement were satisfactory. Nuveen Investments 71 B. INVESTMENT PERFORMANCE The Fund is new and therefore does not have its own performance history. However, the Independent Board Members are familiar with NAM's performance record on other Nuveen funds. The Fund is expected to employ substantially the same investment philosophy and strategies used in certain other national leveraged municipal closed-end funds managed by NAM. In this regard, the Independent Board Members were provided with certain average dividend yield information (as of July 21, 2009) pertaining to such other Nuveen funds. C. FEES, EXPENSES AND PROFITABILITY 1. Fees and Expenses In evaluating the management fees and expenses that the Fund was expected to bear, the Independent Board Members considered, among other things, the Fund's proposed management fee structure and its expected expense ratios in absolute terms as well as compared with the fees and expense ratios of comparable funds. The Independent Board Members noted that the Fund may make investments in certain instruments that have the economic effect of leverage, including inverse floating rate securities (such as those representing interests in so-called "tender option bond trusts" formed by third-party sponsors for the purpose of holding municipal bonds). The Independent Board Members recognized that assets financed through the creation of tender option bond trusts in which the Fund may invest would be included in the amount of assets upon which the advisory fee is calculated. In this regard, the Independent Board Members noted that the advisory fee is based on a percentage of average daily "Managed Assets." "Managed Assets" generally means the total assets of the Fund (including assets attributable to the Fund's use of effective leverage such as, but not limited to, the portion of assets in tender option bond trusts) minus the sum of accrued liabilities (other than Fund liabilities incurred for the express purpose of creating effective leverage). Accordingly, the advisory fees paid to NAM for investment advisory services will be higher if the Fund uses effective leverage, which may create a conflict of interest between NAM and Fund shareholders. This methodology is consistent with that used on certain other Nuveen municipal closed-end funds. The Independent Board Members also considered the fund-level breakpoint schedule and the complex-wide breakpoint schedule (described in further detail below) and any applicable fee waivers and expense reimbursements expected to be provided. Based on their review of the fee and expense information provided, the Independent Board Members determined that the Fund's management fees and net total expense ratio were reasonable in light of the nature, extent and quality of services to be provided to the Fund. 2. Comparisons with the Fees of Other Clients Due to their experience with other Nuveen funds, the Board Members were familiar with the fees NAM assesses to other clients. Such other clients include separately managed accounts (both retail and institutional accounts) and funds that are not offered by Nuveen but are sub-advised by one of Nuveen's investment management 72 Nuveen Investments teams. In evaluating the comparisons of fees, the Independent Board Members have noted, at the Meeting or at prior meetings, that the fee rates charged to a fund (such as the Fund) and charged to other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Fund. Accordingly, the Independent Board Members have considered the differences in the product types, including, but not limited to, the services to be provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Independent Board Members have noted, in particular, that the range of services as described above to be provided to a fund (such as the Fund) is much more extensive than that provided to separately managed accounts. Given the inherent differences in the products, particularly the extensive services to be provided to a fund, the Independent Board Members believe such facts justify the different levels of fees. 3. Profitability of Nuveen In conjunction with its review of fees at prior meetings, the Independent Board Members have considered the profitability of Nuveen for its advisory activities (which incorporated Nuveen's wholly-owned affiliated sub-advisers other than Winslow Capital) and its financial condition. At the Meeting or prior meetings, the Independent Board Members reviewed the revenues and expenses of Nuveen's advisory activities, the allocation methodology used in preparing the profitability data and an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2008. In addition, the Independent Board Members have reviewed information regarding the financial results of Nuveen for 2008 based on its Form 8-K filed on March 31, 2009. They also reviewed the Form 8-K filed by Nuveen on July 9, 2009 (relating to, among other things, proposed financing and amendments to Nuveen's credit facility). The Independent Board Members have also considered, at the Meeting or at prior meetings, Nuveen's revenues for advisory activities, expenses, and profit margin compared to that of various unaffiliated management firms with similar amounts of assets under management and relatively comparable asset composition prepared by Nuveen. In reviewing profitability, the Independent Board Members have recognized the subjective nature of determining profitability, which may be affected by numerous factors, including the allocation of expenses. Further, the Independent Board Members have 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 Independent Board Members reviewed Nuveen's methodology and assumptions for allocating expenses across product lines to determine profitability. In reviewing profitability, the Independent Board Members recognized Nuveen's investment in its fund business. Based on their review, the Independent Board Members concluded that Nuveen's level of profitability for its advisory activities was reasonable in light of the services to be provided. Nuveen Investments 73 In evaluating the reasonableness of the compensation, the Independent Board Members also considered any other amounts expected to be paid to NAM as well as any indirect benefits (such as soft dollar arrangements, if any) NAM and its affiliates are expected to receive that are directly attributable to their management of the Fund, if any. See Section E below for additional information on indirect benefits NAM may receive as a result of its relationship with the Fund. Based on their review of the overall fee arrangements of the Fund, the Independent Board Members determined that the advisory fees and expected expenses of the Fund were reasonable. D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. The Independent Board Members therefore considered whether the Fund could be expected to benefit from any economies of scale. One method to help ensure that shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex are comprised of a fund-level component and a complex-level component. Accordingly, the Independent Board Members received and reviewed the schedule of proposed advisory fees for the Fund, including fund-level breakpoints thereto. In this regard, however, given that the Fund is a closed-end fund, the Independent Board Members recognized that although the Fund may from time to time make additional share offerings, the growth in its assets will occur primarily through appreciation of its investment portfolio. In addition to fund-level advisory fee breakpoints, the Board also considered the Fund's complex-wide fee arrangement. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex, including the Fund, are generally reduced as the assets in the fund complex reach certain levels. In evaluating the complex-wide fee arrangement, the Independent Board Members have considered that the complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the notion that some of Nuveen's costs are attributable to services provided to all its funds in the complex and therefore all funds benefit if these costs are spread over a larger asset base. Based on their review, the Independent Board Members concluded that the breakpoint schedule and complex-wide fee arrangement were acceptable and reflect economies of scale to be shared with the Fund's shareholders. E. INDIRECT BENEFITS In evaluating fees, the Independent Board Members also considered information regarding potential "fall out" or ancillary benefits that NAM or its affiliates may receive as a result of its relationship with the Fund. In this regard, the Independent Board Members considered the revenues received by affiliates of NAM for serving as agent at Nuveen's trading desk. 74 Nuveen Investments In addition to the above, the Independent Board Members considered whether NAM will receive any benefits from soft dollar arrangements whereby a portion of the commissions paid by the Fund for brokerage may be used to acquire research that may be useful to NAM in managing the assets of the Fund and other clients. The Independent 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 Independent Board Members concluded that any indirect benefits received by NAM as a result of its relationship with the Fund were reasonable and within acceptable parameters. F. APPROVAL The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including a majority of the Independent Board Members, concluded that the terms of the Advisory Agreement were fair and reasonable, that NAM's fees are reasonable in light of the services to be provided to the Fund and that the Advisory Agreement should be and was approved on behalf of the Fund. Nuveen Investments 75 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 76 Nuveen Investments 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. 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. Nuveen Investments 77 Glossary of Terms Used in this Report o AUCTION RATE BOND: An auction rate bond is a security whose interest payments are adjusted periodically through an auction process, which process typically also serves as a means for buying and selling the bond. Auctions that fail to attract enough buyers for all the shares offered for sale are deemed to have "failed", with current holders receiving a formula-based interest rate until the next scheduled auction. o 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. o 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. o 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. o INVERSE FLOATERS: Inverse floating rate securities, also known as inverse floaters, 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. 78 Nuveen Investments o MARKET YIELD (ALSO KNOWN AS DIVIDEND YIELD OR CURRENT YIELD): An investment's current annualized dividend divided by its current market price. o 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. o PRE-REFUNDING: Pre-refunding, also known as advanced refundings or refinancings, is a procedure used by state and local governments to refinance municipal bonds to lower interest expenses. The issuer sells new bonds with a lower yield and uses the proceeds to buy U.S. Treasury securities, the interest from which is used to make payments on the higher-yielding bonds. Because of this collateral, pre-refunding generally raises a bond's credit rating and thus its value. o 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. o 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. Nuveen Investments 79 Notes 80 Nuveen Investments Other Useful Information BOARD OF DIRECTORS/TRUSTEES John P. Amboian Robert P. Bremner Jack B. Evans William C. Hunter David J. Kundert William J. Schneider Judith M. Stockdale Carole E. Stone Terence J. Toth 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 NUVEEN FUNDS' QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION You may obtain (i) each Fund's 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, 2009, and (iii) a description of the policies and procedures that the Funds used to determine how to vote proxies relating to portfolio securities 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 (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 100 F Street NE, Washington, D.C. 20549. CEO CERTIFICATION DISCLOSURE Each Fund's Chief Executive Officer has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. Each Fund has filed with the SEC the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act. SHARE INFORMATION 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. During the period covered by this report, the Funds did not repurchase any of their common shares. Any future repurchases will be reported to shareholders in the next annual or semi-annual report. Nuveen Investments 81 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. Nuveen Investments is a global investment management firm that seeks to help secure the long-term goals of institutions and high net worth investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets its growing range of specialized investment solutions under the high-quality brands of HydePark, NWQ, Nuveen, Santa Barbara, Symphony, Tradewinds and Winslow Capital. In total, the Company managed $141 billion of assets on September 30, 2009. 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/CEF o Share prices o Fund details o Daily financial news o Investor education o Interactive planning tools Distributed by Nuveen Investments, LLC 333 West Wacker Drive Chicago, IL 60606 It's not what you earn, www.nuveen.com it's what you keep.(R) EAN-A-1009D 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/CEF/Info/Shareholder. (To view the code, 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 ("Board") 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, 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 Value 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, 2009 $ 67,037 $ 0 $ 0 $ 0 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved 0% 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ October 31, 2008 $ 66,542 $ 0 $ 0 $ 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 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, 2009 $ 0 $ 0 $ 0 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ October 31, 2008 $ 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 pre-approval 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 BILLED TO ADVISER AND AFFILIATED FUND SERVICE TOTAL NON-AUDIT FEES PROVIDERS (ENGAGEMENTS BILLED TO ADVISER AND RELATED DIRECTLY TO THE AFFILIATED FUND SERVICE TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL PROVIDERS (ALL OTHER BILLED TO FUND REPORTING OF THE FUND) ENGAGEMENTS) TOTAL ------------------------------------------------------------------------------------------------------------------------------------ October 31, 2009 $ 0 $ 0 $ 0 $ 0 October 31, 2008 $ 0 $ 0 $ 0 $ 0 "Non-Audit Fees billed to Fund" for both fiscal year ends represent "Tax Fees" and "All Other Fees" billed to Fund 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 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, Terence J. Toth, William J. Schneider and David J. Kundert. ITEM 6. SCHEDULE OF INVESTMENTS. a) See Portfolio of Investments in Item 1. b) Not applicable. 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 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 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 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 THOMAS SPALDING Nuveen Municipal Value 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 -------------------------------------------------------------------------------- Thomas Spalding Registered Investment Company 11 $7.3 billion Other Pooled Investment Vehicles 0 $0 Other Accounts 4 $16.6 million * Assets are as of October 31, 2009. 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 October 31, 2009, the S&P/Investortools Municipal Bond index was comprised of 54,552 securities with an aggregate current market value of $1,178 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. In connection with the acquisition of Nuveen Investments, Inc., by a group of investors led by Madison Dearborn Partners in November 2007, certain employees, including portfolio managers, received profit interests in Nuveen's parent. These profit interests entitle the holders to participate in the appreciation in the value of Nuveen beyond the issue date and vest over five to seven years, or earlier in the case of a liquidity event. In addition, in July 2009, Nuveen Investments created and funded a trust, as part of a newly-established incentive program, which purchased shares of certain Nuveen Mutual Funds and awarded such shares, subject to vesting, to certain employees, including portfolio managers. 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, 2009, 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 IN EQUITY THE REMAINDER OF SECURITIES NUVEEN FUNDS MANAGED NAME OF PORTFOLIO BENEFICIALLY BY NAM'S MUNICIPAL MANAGER FUND OWNED IN FUND INVESTMENT TEAM ------------------------------------------------------------------------------------------------------------------ Thomas Spalding Nuveen Municipal Value Fund, Inc. $100,001-$500,000 Over $1,000,000 PORTFOLIO MANAGER BIO: Thomas Spalding, CFA, is Vice President and Senior Investment Officer of Nuveen Investments. He has direct investment responsibility for the National Long Term funds. He joined Nuveen in 1976 as assistant portfolio manager and has been the portfolio manager of the Nuveen Municipal Value Fund, Nuveen's first closed-end exchange traded fund, since its inception in 1987. Currently, he manages investments for 12 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 registrant's 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/CEF/Info/ Shareholder and there were no amendments during the period covered by this report. (To view the code, 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 Value Fund, Inc. ----------------------------------------------------------- By (Signature and Title) /s/ Kevin J. McCarthy ---------------------------------------------- Kevin J. McCarthy Vice President and Secretary Date: January 8, 2010 ------------------------------------------------------------------- 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 8, 2010 ------------------------------------------------------------------- By (Signature and Title) /s/ Stephen D. Foy ---------------------------------------------- Stephen D. Foy Vice President and Controller (principal financial officer) Date: January 8, 2010 -------------------------------------------------------------------