nzf.htm

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 811-10345

Nuveen Dividend Advantage Municipal Fund 3
(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, 2011

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.


 
 

 


ITEM 1. REPORTS TO STOCKHOLDERS.
 
 
 

 
 

 

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Table of Contents
 
Chairman’s Letter to Shareholders
4
Portfolio Managers’ Comments
5
Fund Leverage and Other Information
9
Common Share Dividend and Share Price Information
13
Performance Overviews
14
Shareholder Meeting Report
20
Report of Independent Registered Public Accounting Firm
24
Portfolios of Investments
25
Statement of Assets and Liabilities
90
Statement of Operations
92
Statement of Changes in Net Assets
93
Statement of Cash Flows
95
Financial Highlights
97
Notes to Financial Statements
107
Annual Investment Management Agreement Approval Process
121
Board Members and Officers
130
Reinvest Automatically, Easily and Conveniently
135
Glossary of Terms Used in this Report
137
Other Useful Information
139

 
 

 

Chairman’s
Letter to Shareholders
 
 
Dear Shareholders,
 
These are perplexing times for investors. The global economy continues to struggle. The solutions being implemented in the eurozone to deal with the debt crises of many of its member countries are not yet seen as sufficient by the financial markets. The political paralysis in the U.S. has prevented the compromises necessary to deal with the fiscal imbalance and government spending priorities. The efforts by individual consumers, governments and financial institutions to reduce their debts are increasing savings but reducing demand for the goods and services that drive employment. These developments are undermining the rebuilding of confidence by consumers, corporations and investors that is so essential to a resumption of economic growth.
 
Although it is painfully slow, progress is being made. In Europe, the turnover of a number of national governments reflects the realization by politicians and voters alike that leaders who practiced business as usual had to be replaced by leaders willing to face problems and accept the hard choices needed to resolve them. The recent coordinated efforts by central banks in the U.S. and Europe to provide liquidity to the largest European banks indicates that these monetary authorities are committed to facilitating a recovery in the European banking sector.
 
In the U.S., the failure of the congressionally appointed Debt Reduction Committee was a blow to those who hoped for a bipartisan effort to finally begin addressing the looming fiscal crisis. Nevertheless, Congress and the administration cannot ignore the issue for long. The Bush era tax cuts are scheduled to expire on December 31, 2012, and six months later the $1.2 trillion of mandatory across-the-board spending cuts under the Budget Control Act of 2011 begin to go into effect. Any legislative modification would require bipartisan support and the prospects for a bipartisan solution are unclear. The impact of these two developments would be a mixed blessing: a meaningful reduction in the annual budget deficit at the cost of slowing the economic recovery.
 
It is in these particularly volatile markets that professional investment management is most important. Skillful investment teams who have experienced challenging markets and remain committed to their investment disciplines are critical to the success of an investor’s long-term objectives. In fact, many long-term investment track records are built during challenging markets when managers are able to protect investors against these economic crosscurrents. Experienced investment teams know that volatile markets put a premium on companies and investment ideas that will weather the short-term volatility and that compelling values and opportunities are opened up when markets overreact to negative developments. By maintaining appropriate time horizons, diversification and relying on practiced investment teams, we believe that investors can achieve their long-term investment objectives.
 
As always, I encourage you to contact your financial consultant if you have any questions about your investment in a Nuveen Fund. On behalf of the other members of your Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
 
Sincerely,
 
 
Robert P. Bremner
Chairman of the Board
December 21, 2011

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Portfolio Managers’ Comments

Nuveen Performance Plus Municipal Fund, Inc. (NPP)
Nuveen Municipal Advantage Fund, Inc. (NMA)
Nuveen Municipal Market Opportunity Fund, Inc. (NMO)
Nuveen Dividend Advantage Municipal Fund (NAD)
Nuveen Dividend Advantage Municipal Fund 2 (NXZ)
Nuveen Dividend Advantage Municipal Fund 3 (NZF)
 
Portfolio managers Tom Spalding and Paul Brennan discuss U.S. economic and municipal market conditions, key investment strategies and the twelve-month performance of these six national Funds. A 34-year veteran of Nuveen, Tom has managed NXZ since its inception in 2001 and NPP, NMA, NMO and NAD since 2003. With 20 years of industry experience, including 14 years at Nuveen, Paul assumed portfolio management responsibility for NZF in 2006.
 
What factors affected the U.S. economy and municipal market during the twelve-month reporting period ended October 31, 2011?
 
During this period, the U.S. economy’s recovery from recession remained slow. The Federal Reserve (Fed) maintained its efforts to improve the overall economic environment by continuing to hold the benchmark fed funds rate at the record low level of zero to 0.25% that it had established in December 2008. At its November 2011 meeting (shortly after the end of this reporting period), the central bank reaffirmed its opinion that economic conditions would likely warrant keeping this rate at “exceptionally low levels” at least through mid-2013. The Fed also said that it would continue its program to extend the average maturity of its U.S. Treasury holdings by purchasing $400 billion of these securities with maturities of six to thirty years and selling an equal amount of U.S.Treasury securities with maturities of three years or less. The goals of this program, which the Fed expects to complete by the end of June 2012, are to lower longer-term interest rates, support a stronger economic recovery, and help ensure that inflation remains at levels consistent with the Fed’s mandates of maximum employment and price stability.
 
In the third quarter of 2011, the U.S. economy, as measured by the U.S. gross domestic product (GDP), grew at an annualized rate of 2.0%, the best growth number since the fourth quarter of 2010 and the ninth consecutive quarter of positive growth. The Consumer Price Index (CPI) rose 3.5% year-over-year as of October 2011, while the core CPI (which excludes food and energy) increased 2.1%, edging just above the Fed’s unofficial objective of 2.0% or lower for this inflation measure. Unemployment numbers remained high, as October 2011 marked the seventh straight month with a national jobless number of 9.0% or higher. However, after the reporting period came to a close, the U.S. unemployment rate fell to 8.6% in November 2011. While the dip was a step in
 
Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements, and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements or views expressed herein.
 
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investor Services, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Bonds backed by U.S. Government or agency securities are given an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.

Nuveen Investments
 
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the right direction, it was due partly to a number of individuals dropping out of the hunt for work. The housing market also continued to be a major weak spot. For the twelve months ended September 2011 (the most recent data available at the time this report was prepared), the average home price in the Standard & Poor’s/Case-Shiller Index lost 3.6% over the preceding twelve months, with 18 of the 20 major metropolitan areas reporting losses. In addition, the U.S. economic picture continued to be clouded by concerns about the European debt crisis and efforts to reduce the federal deficit.
 
Municipal bond prices ended this period generally unchanged versus the beginning of this reporting period, masking a sell-off that commenced in the fourth quarter of 2010 as the result of investor concerns about inflation, the federal deficit and its impact on demand for U.S. Treasuries. Adding to this situation was media coverage of the strained finances of many state and local governments, which failed to differentiate between gaps in these governments’ operating budgets and their ability to meet their debt service obligations. As a result, money flowed out of municipal mutual funds, yields rose, and valuations declined.
 
During the second half of this reporting period (i.e., May-October 2011), municipal bond prices generally rallied as yields declined across the municipal curve. The decline in yields was due in part to the continued depressed level of municipal bond issuance. Tax-exempt volume, which had been limited in 2010 by issuers’ extensive use of taxable Build America Bonds (BABs), continued to drift lower in 2011. Even though BABs were no longer an option for issuers (the BAB program expired at the end of 2010), some borrowers had accelerated issuance into 2010 in order to take advantage of the program’s favorable terms before its termination, fulfilling their capital program borrowing needs well into 2012. This reduced the need for many borrowers to come to market with new issues during this period. Over the twelve months ended October 31, 2011, municipal bond issuance nationwide totaled $320.2 billion, a decrease of 23% compared with the issuance of the twelve-month period ended October 31, 2010. During the majority of this period, demand for municipal bonds remained very strong.
 
What key strategies were used to manage these Funds during this reporting period?
 
In an environment characterized by tighter municipal supply and relatively lower yields, we continued to take a bottom-up approach to discovering sectors and individual credits that we believed were undervalued and that had the potential to perform well over the long term. During this period, these Funds found value in the health care sector, where we added to our holdings at attractive prices; essential services such as water and sewer bonds; and tax-supported credits. NPP, NMA, NMO, NAD and NXZ also purchased selected transportation bonds—primarily for airlines, airports and toll-roads—and took advantage of attractive valuation levels to add some tobacco credits. In general, the Funds focused on purchasing longer bonds in order to capitalize on opportunities to add more attractive yields at the longer end of the municipal yield curve. The purchase of longer bonds also helped maintain the Funds’ duration (price sensitivity to interest rate movements) and yield curve positioning.
 
Cash for new purchases during this period was generated primarily by the proceeds from bond calls and maturing bonds, which we worked to redeploy to keep the Funds

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fully invested. In particular, NZF, which reached its ten-year anniversary in September 2011, had the elevated number of calls often associated with that milestone. By taking advantage of opportunities to reinvest call proceeds into bonds with longer maturities, we were able to extend NZF’s duration, which had shortened over time. In NMO, we also sold some zero coupon bonds with long maturities as part of our efforts to more closely align this Fund’s duration with its target objectives.
 
As of October 31, 2011, all six of these Funds continued to use inverse floating rate securities. We employ inverse floaters for a variety of reasons, including duration management, income enhancement and total return enhancement.
 
How did the Funds perform?
 
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 Common Share Net Asset Value
For periods ended 10/31/11

Fund
1-Year
5-Year
10-Year
NPP
4.78%
4.81%
5.66%
NMA
5.05%
4.61%
5.81%
NMO
3.40%
3.75%
5.10%
NAD
4.76%
4.63%
6.05%
NXZ
5.24%
4.45%
6.22%
NZF
5.83%
5.10%
6.52%
       
Standard & Poor’s (S&P) National Municipal Bond Index*
3.75%
4.48%
4.95%
Lipper General and Insured Leveraged Municipal Debt
     
Funds Classification Average*
4.80%
4.20%
5.59%
 
For the twelve months ended October 31, 2011, the total returns on common share net asset value (NAV) for NPP, NMA, NAD, NXZ and NZF exceeded the return for the Standard & Poor’s (S&P) National Municipal Bond Index, while NMO trailed the S&P Index return. For this same period, NMA, NXZ and NZF outperformed the average return for the Lipper General and Insured Leveraged Municipal Debt Funds Classification Average, NPP and NAD performed in line with the Lipper average and NMO lagged the Lipper peer group.
 
Key management factors that influenced the Funds’ returns during this period included duration and yield curve positioning, credit exposure and sector allocation. In addition, the use of leverage was an important positive factor affecting the Funds’ performance over this period. The impact of leverage is discussed in more detail later in this report.
 
During this period, municipal bonds with intermediate and longer maturities tended to outperform the short maturity categories, with credits having maturities of seven years and longer generally outpacing the market. Among these Funds, NZF and NXZ were the most advantageously situated in terms of duration and yield curve positioning, with better exposure to the segments of the yield curve that performed best. During this period, these two Funds had relatively more bond calls and the subsequent ability to reinvest longer on the yield curve. In general during this period, the greater a Fund’s

 
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.
   
*
Refer to Glossary of Terms Used in this Report for definitions.

Nuveen Investments
 
7

 
 

 

exposure to the outperforming intermediate and longer parts of the curve, the greater the positive impact on the Fund’s return.
 
NMO began the period with a relatively long duration, which hurt its overall performance during the first part of the period when yields generally were rising and prices were falling. As noted, we worked to shorten the Fund’s duration during the period, and therefore sold longer maturity securities to invest in shorter term issues. This repositioning, which we believe will serve the Fund well over the longer term, hurt its relative performance as this Fund did not benefit as much as the others from the generally strong market seen in the second half of the period. In addition, several of the Fund’s individual bond holdings did not perform as well as expected, which also hurt overall return.
 
Credit exposure also played a role in performance, as bonds rated A and AA typically outperformed the other credit quality categories. On the whole, bonds with higher levels of credit risk were not favored by the market during this period. The performance of the BBB category, in particular, was dragged down by poor returns in the tobacco bond sector. All of these Funds benefited from their strong weightings in the A and AA sectors. This was offset to some degree by heavy weightings in bonds rated BBB in all of these Funds except NZF.
 
Holdings that generally made positive contributions to the Funds’ returns during this period included zero coupon bonds and housing, water and sewer and health care credits. General obligation and other tax-supported bonds also generally outpaced the overall municipal market return. All of these Funds, particularly NMA and NAD, had strong weightings in health care, which added to their performance. On the whole, some of the best performing bonds in the Funds’ portfolios for this period were those purchased during the earlier part of this period before the market rallied, when yields were relatively higher and prices especially attractive.
 
In contrast, pre-refunded bonds, which are often backed by U.S. Treasury securities, were among the poorest performing market segments during this period. The underperfor-mance of these bonds can be attributed primarily to their shorter effective maturities and higher credit quality. As of October 31, 2011, NPP held the heaviest weighting of pre-refunded bonds, which detracted from its performance during this period.

8
 
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Fund Leverage and
Other Information
 
IMPACT OF THE FUNDS’ LEVERAGE STRATEGIES ON PERFORMANCE
 
One important factor impacting the returns of all these Funds relative to the comparative indexes was the Funds’ use of leverage. The Funds use leverage because their managers believe that, over time, leveraging provides opportunities for additional income and total return for common shareholders. However, use of leverage also can expose common shareholders to additional volatility. For example, as the prices of securities held by a Fund decline, the negative impact of these valuation changes on common share net asset value and common shareholder total return is magnified by the use of leverage. Conversely, leverage may enhance common share returns during periods, when the prices of securities held by a Fund are generally rising. Leverage made a positive contribution to the performance of these Funds over this reporting period.
 
RECENT DEVELOPMENTS REGARDING THE FUNDS’ REDEMPTION OF AUCTION RATE PREFERRED SHARES
 
Shortly after their respective inceptions, each of the Funds issued auction rate preferred shares (ARPS) to create structural leverage. As noted in past shareholder reports, the ARPS issued by many closed-end funds, including these Funds, have been hampered by a lack of liquidity since February 2008. Since that time, more ARPS have been submitted for sale in each of their regularly scheduled auctions than there have been offers to buy. In fact, offers to buy have been almost completely nonexistent since late February 2008. This means that these auctions have “failed to clear,” and that many, or all, of the ARPS shareholders who wanted to sell their shares in these auctions were unable to do so. This lack of liquidity in ARPS did not lower the credit quality of these shares, and ARPS shareholders unable to sell their shares continued to receive distributions at the “maximum rate” applicable to failed auctions, as calculated in accordance with the pre-established terms of the ARPS. In the recent market, with short term rates at multi-generational lows, those maximum rates also have been low.
 
One continuing implication for common shareholders from the auction failures is that each Fund’s cost of leverage likely has been incrementally higher at times than it otherwise might have been had the auctions continued to be successful. As a result, each Fund’s common share earnings likely have been incrementally lower at times than they otherwise might have been.
 
As noted in past shareholder reports, the Nuveen funds’ Board of Directors/Trustees authorized several methods that can be used separately or in combination to refinance a portion of the Nuveen funds’ outstanding ARPS. Some funds have utilized tender option bonds (TOBs), also known as inverse floating rate securities, for leverage purposes. The amount of TOBs that a fund may use varies according to the composition of each fund’s

Nuveen Investments
 
9

 
 

 

portfolio. Some funds have a greater ability to use TOBs than others. Some funds have issued Variable Rate Demand Preferred (VRDP) Shares or Variable Rate MuniFund Term Preferred (VMTP) Shares, which are a floating rate form of preferred stock with a mandatory term redemption. Some funds have issued MuniFund Term Preferred (MTP) Shares, a fixed rate form of preferred stock with a mandatory redemption period of three to five years.
 
During 2010 and 2011, certain Nuveen leveraged closed-end funds (including NMA, NAD, NXZ and NZF) received a demand letter from a law firm on behalf of purported holders of common shares of each such fund, alleging that Nuveen and the funds’ officers and Board of Directors/Trustees breached their fiduciary duties related to the redemption at par of the funds’ ARPS. In response, the Board established an ad hoc Demand Committee consisting of certain of its disinterested and independent Board members to investigate the claims. The Demand Committee retained independent counsel to assist it in conducting an extensive investigation. Based upon its investigation, the Demand Committee found that it was not in the best interests of each fund or its shareholders to take the actions suggested in the demand letters, and recommended that the full Board reject the demands made in the demand letters. After reviewing the findings and recommendation of the Demand Committee, the full Board of each fund unanimously adopted the Demand Committee’s recommendation.
 
Subsequently, the 33 funds that received demand letters (including NAD, NXZ and NZF) were named in a consolidated complaint as nominal defendants in a putative shareholder derivative action captioned Martin Safier, et al. v. Nuveen Asset Management, et al. that was filed in the Circuit Court of Cook County, Illinois, Chancery Division (the “Cook County Chancery Court”) on February 18, 2011 (the “Complaint”). The Complaint, filed on behalf of purported holders of each fund’s common shares, also name Nuveen Fund Advisors, Inc. as a defendant, together with current and former Officers and interested Director/Trustees of each of the funds (together with the nominal defendants, collectively, the “Defendants”). The Complaint contains the same basic allegations contained in the demand letters. The suits seek a declaration that the Defendants have breached their fiduciary duties, an order directing the Defendants not to redeem any ARPS at their liquidation value using fund assets, indeterminate monetary damages in favor of the funds and an award of plaintiffs’ costs and disbursements in pursuing the action. The Defendants filed a motion to dismiss the suit and on December 16, 2011, the court granted that motion dismissing the complaint with prejudice.
 
As of October 31, 2011, each of the Funds has redeemed all of their outstanding APRS at liquidation value.

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As of October 31, 2011, the Funds have issued and outstanding MTP Shares, VMTP Shares and VRDP Shares as shown in the accompanying tables.
 
MTP Shares
 
   
MTP Shares
   
   
Issued at
Annual
 
Fund
Series
Liquidation Value
Interest Rate
NYSE Ticker
NAD
2015
$144,300,000
2.70%
NAD PrC
NZF
2016
$70,000,000
2.80%
NZF PrC

VMTP Shares

     
VMTP
VMTP Shares Issued
Fund
   
Series
at Liquidation Value
NPP
   
2014
$421,700,000
NAD
   
2014
$120,400,000
NZF
   
2014
$169,200,000

VRDP Shares

       
VRDP Shares Issued
Fund
     
at Liquidation Value
NMA
     
$296,800,000
NMO
     
$350,900,000
NXZ
     
$196,000,000

 
(Refer to Notes to Financial Statements, Footnote 1 – General Information and Significant Accounting Policies and Footnote 4 – Fund Shares for further details on MTP Shares, VMTP Shares and VRDP Shares.)
 
As of October 5, 2011, all 84 of the Nuveen closed-end municipal funds that had issued ARPS, approximately $11.0 billion, have redeemed at liquidation value all of these shares.
 
For up-to-date information, please visit the Nuveen CEF Auction Rate Preferred Resource Center at: http://www.nuveen.com/arps.
 
Regulatory Matters
 
During May 2011, Nuveen Securities, LLC, known as Nuveen Investments, LLC prior to April 30, 2011, entered into a settlement with the Financial Industry Regulatory Authority (FINRA) with respect to certain allegations regarding Nuveen-sponsored closed-end fund ARPS marketing brochures. As part of this settlement, Nuveen Securities, LLC neither admitted to nor denied FINRA’s allegations. Nuveen Securities, LLC is the broker-dealer subsidiary of Nuveen Investments. The settlement with FINRA concludes an investigation that followed the widespread failure of auctions for ARPS and other auction rate securities, which generally began in mid-February 2008. In the settlement, FINRA alleged that certain marketing materials provided by Nuveen Securities, LLC were false and misleading. Nuveen Securities, LLC agreed to a censure and the payment of a $3 million fine.
 
Nuveen Investments
 
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RISK CONSIDERATIONS
 
Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation. Past performance is no guarantee of future results. Fund common shares are subject to a variety of risks, including:
 
Investment Risk. The possible loss of the entire principal amount that you invest.

Price Risk. Shares of closed-end investment companies like these Funds frequently trade at a discount to their NAV. Your common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.

Leverage Risk. Each Fund’s use of leverage creates the possibility of higher volatility for the Fund’s per share NAV, market price, distributions and returns. There is no assurance that a Fund’s leveraging strategy will be successful.

Tax Risk. The tax treatment of Fund distributions may be affected by new IRS interpretations of the Internal Revenue Code and future changes in tax laws and regulations.

Issuer Credit Risk. This is the risk that a security in a Fund’s portfolio will fail to make dividend or interest payments when due.

Interest Rate Risk. Fixed-income securities such as bonds, preferred, convertible and other debt securities will decline in value if market interest rates rise.

Reinvestment Risk. If market interest rates decline, income earned from a Fund’s portfolio may be reinvested at rates below that of the original bond that generated the income.

Call Risk or Prepayment Risk. Issuers may exercise their option to prepay principal earlier than scheduled, forcing a Fund to reinvest in lower-yielding securities.

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Nuveen Investments

 
 

 

Common Share Dividend
and Share Price Information

During the twelve-month reporting period ended October 31, 2011, NPP had one monthly dividend increase, while the dividends of NMA, NAD, NXZ and NZF remained stable throughout the reporting period. The dividend of NMO was cut effective September 2011.

Due to normal portfolio activity, common shareholders of the following Funds received capital gains and/or net ordinary income distributions during the past twelve months (NPP and NZF in December 2010 and NMA in June 2011) as follows:

   
Short-Term Capital Gains
 
Long-Term Capital Gains
and/or Ordinary Income
Fund
(per share)
(per share)
NPP
$0.0905
$0.0081
NMA
$0.0783
$0.0090
NZF
$0.0156

 
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, 2011, all of the Funds in this report had positive UNII balances for both tax and financial reporting purposes.
 
COMMON SHARE REPURCHASES AND SHARE PRICE INFORMATION
 
Since the inception of the Funds’ repurchase program, the Funds have not repurchased any of their outstanding common shares.
 
As of October 31, 2011, the Funds’ common share prices were trading at (-) discounts to their common share NAVs as shown in the accompanying table.

 
10/31/11
12-Month
Fund
(-)Discount
Average (-)Discount
NPP
(-)3.56%
(-)3.33%
NMA
(-)2.23%
(-)1.45%
NMO
(-)3.09%
(-)0.95%
NAD
(-)4.79%
(-)4.00%
NXZ
(-)4.14%
(-)3.49%
NZF
(-)2.48%
(-)3.49%

Nuveen Investments
 
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NPP
 
Nuveen Performance
Performance
 
Plus Municipal
OVERVIEW
 
Fund, Inc.
   
as of October 31, 2011
 
 
Fund Snapshot
             
Common Share Price
       
$
14.36
 
Common Share Net Asset Value (NAV)
       
$
14.89
 
Premium/Discount to NAV
         
-3.56
%
Market Yield
         
6.69
%
Taxable Equivalent Yield1
         
9.29
%
Net Assets Applicable to Common Shares ($000)
       
$
892,603
 

Leverage
             
Structural Leverage
         
32.09
%
Effective Leverage
         
35.50
%

Average Annual Total Return
             
(Inception 6/22/89)
             
 
   
On Share Price
  On NAV
1-Year
   
3.22
%
 
4.78
%
5-Year
   
5.33
%
 
4.81
%
10-Year
   
6.34
%
 
5.66
%

States4
             
(as a % of total investments)
             
Illinois
         
18.3
%
California
         
14.6
%
Colorado
         
6.0
%
Florida
         
4.8
%
Texas
         
4.7
%
Ohio
         
4.5
%
New Jersey
         
4.5
%
New York
         
3.6
%
Nevada
         
3.5
%
Massachusetts
         
3.0
%
Washington
         
2.4
%
Pennsylvania
         
2.3
%
Puerto Rico
         
2.2
%
Michigan
         
2.2
%
Louisiana
         
2.1
%
Indiana
         
1.8
%
Virginia
         
1.6
%
Minnesota
         
1.5
%
Arizona
         
1.5
%
Other
         
14.9
%

Portfolio Composition4
             
(as a % of total investments)
             
Tax Obligation/Limited
         
18.4
%
Transportation
         
16.6
%
Health Care
         
15.1
%
Tax Obligation/General
         
15.0
%
U.S. Guaranteed
         
10.5
%
Utilities
         
7.5
%
Consumer Staples
         
7.3
%
Other
         
9.6
%

 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
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 this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
The Fund paid shareholders capital gains and net ordinary income distributions in December 2010 of $0.0986 per share.
3
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Bonds backed by U.S. Government or agency securities are given an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
4
Holdings are subject to change.

14
 
Nuveen Investments


 
 

 

NMA
 
Nuveen Municipal
Performance
 
Advantage
OVERVIEW
 
Fund, Inc.
   
as of October 31, 2011
 
 
Fund Snapshot
             
Common Share Price
       
$
14.05
 
Common Share Net Asset Value (NAV)
       
$
14.37
 
Premium/Discount to NAV
         
-2.23
%
Market Yield
         
7.05
%
Taxable Equivalent Yield1
         
9.79
%
Net Assets Applicable to Common Shares ($000)
       
$
626,616
 

Leverage
             
Structural Leverage
         
32.14
%
Effective Leverage
         
37.03
%

Average Annual Total Return
             
(Inception 12/19/89)
             
 
   
On Share Price
  On NAV
1-Year
   
1.90
%
 
5.05
%
5-Year
   
4.32
%
 
4.61
%
10-Year
   
6.30
%
 
5.81
%

States4
             
(as a % of total investments)
             
California
         
13.9
%
Texas
         
10.0
%
Louisiana
         
9.7
%
Illinois
         
8.7
%
Colorado
         
6.6
%
Ohio
         
4.9
%
Puerto Rico
         
4.9
%
New York
         
3.7
%
Pennsylvania
         
3.2
%
Nevada
         
2.9
%
Washington
         
2.6
%
Tennessee
         
2.6
%
New Jersey
         
2.4
%
Arizona
         
2.1
%
South Carolina
         
2.1
%
Indiana
         
1.9
%
Florida
         
1.9
%
Oklahoma
         
1.8
%
Other
         
14.1
%

Portfolio Composition4
             
(as a % of total investments)
             
Health Care
         
21.4
%
Tax Obligation/Limited
         
14.8
%
Tax Obligation/General
         
13.5
%
Transportation
         
12.6
%
Utilities
         
11.6
%
U.S. Guaranteed
         
10.3
%
Consumer Staples
         
6.7
%
Other
         
9.1
%

 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
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 this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
The Fund paid shareholders capital gains and net ordinary distributions in June 2011 of $0.0873 per share.
3
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Bonds backed by U.S. Government or agency securities are given an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
4
Holdings are subject to change.

Nuveen Investments
 
15

 
 

 

NMO
 
Nuveen Municipal
Performance
 
Market Opportunity
OVERVIEW
 
Fund, Inc.
   
as of October 31, 2011
 
 
Fund Snapshot
             
Common Share Price
       
$
13.18
 
Common Share Net Asset Value (NAV)
       
$
13.60
 
Premium/Discount to NAV
         
-3.09
%
Market Yield
         
7.06
%
Taxable Equivalent Yield1
         
9.81
%
Net Assets Applicable to Common Shares ($000)
       
$
622,815
 

Leverage
             
Structural Leverage
         
36.04
%
Effective Leverage
         
40.08
%

Average Annual Total Return
             
(Inception 3/21/90)
             
     
On Share Price
 
On NAV
1-Year
   
-2.33
%
 
3.40
%
5-Year
   
3.90
%
 
3.75
%
10-Year
   
5.47
%
 
5.10
%

States3
             
(as a % of total investments)
             
California
         
15.1
%
Illinois
         
10.6
%
Texas
         
7.6
%
Colorado
         
6.5
%
Washington
         
5.5
%
Ohio
         
5.2
%
Puerto Rico
         
4.8
%
New York
         
4.5
%
Nevada
         
4.2
%
North Carolina
         
3.7
%
Pennsylvania
         
3.4
%
South Carolina
         
3.1
%
Louisiana
         
2.4
%
Alaska
         
2.1
%
Michigan
         
2.1
%
Florida
         
1.9
%
New Jersey
         
1.8
%
Virginia
         
1.8
%
Other
         
13.7
%

Portfolio Composition3
             
(as a % of total investments)
             
Transportation
         
19.2
%
Tax Obligation/General
         
18.1
%
Health Care
         
17.8
%
Tax Obligation/Limited
         
13.6
%
Utilities
         
7.0
%
Consumer Staples
         
6.8
%
U.S. Guaranteed
         
6.6
%
Other
         
10.9
%

 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
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 this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Bonds backed by U.S. Government or agency securities are given an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.

16
 
Nuveen Investments
 
 
 

 

NAD
 
Nuveen Dividend
Performance
 
Advantage
OVERVIEW
 
Municipal Fund
   
as of October 31, 2011
 
 
Fund Snapshot
             
Common Share Price
       
$
13.70
 
Common Share Net Asset Value (NAV)
       
$
14.39
 
Premium/Discount to NAV
         
-4.79
%
Market Yield
         
6.66
%
Taxable Equivalent Yield1
         
9.25
%
Net Assets Applicable to Common Shares ($000)
       
$
565,364
 

Leverage
             
Structural Leverage
         
31.89
%
Effective Leverage
         
37.82
%

Average Annual Total Return
             
(Inception 5/26/99)
             
 
   
On Share Price
  On NAV
1-Year
   
1.93
%
 
4.76
%
5-Year
   
4.22
%
 
4.63
%
10-Year
   
5.53
%
 
6.05
%

States3
             
(as a % of total municipal bonds)
             
Illinois
         
18.1
%
Florida
         
7.2
%
Texas
         
6.6
%
California
         
6.4
%
New York
         
6.2
%
Washington
         
6.0
%
Louisiana
         
5.3
%
Wisconsin
         
4.6
%
Nevada
         
4.4
%
New Jersey
         
4.3
%
Colorado
         
4.2
%
Puerto Rico
         
3.8
%
Rhode Island
         
2.6
%
Indiana
         
2.6
%
Ohio
         
2.4
%
Pennsylvania
         
1.9
%
Other
         
13.4
%

Portfolio Composition3
             
(as a % of total investments)
             
Health Care
         
20.8
%
Tax Obligation/General
         
19.2
%
Tax Obligation/Limited
         
18.5
%
Transportation
         
14.4
%
Consumer Staples
         
5.9
%
Education and Civic Organizations
         
4.9
%
Utilities
         
4.1
%
Other
         
12.2
%

 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
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 this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Bonds backed by U.S. Government or agency securities are given an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.

Nuveen Investments
 
17

 
 

 

NXZ
 
Nuveen Dividend
Performance
 
Advantage
OVERVIEW
 
Municipal Fund 2
   
as of October 31, 2011
 
 
Fund Snapshot
             
Common Share Price
       
$
13.90
 
Common Share Net Asset Value (NAV)
       
$
14.50
 
Premium/Discount to NAV
         
-4.14
%
Market Yield
         
6.91
%
Taxable Equivalent Yield1
         
9.60
%
Net Assets Applicable to Common Shares ($000)
       
$
427,085
 

Leverage
             
Structural Leverage
         
31.46
%
Effective Leverage
         
35.53
%

Average Annual Total Return
             
(Inception 3/27/01)
             
 
   
On Share Price
 
On NAV
1-Year
   
1.70
%
 
5.24
%
5-Year
   
3.07
%
 
4.45
%
10-Year
   
5.96
%
 
6.22
%

States3
             
(as a % of total investments)
             
Texas
         
18.7
%
California
         
15.9
%
Illinois
         
11.7
%
Florida
         
5.4
%
New York
         
4.4
%
Michigan
         
4.4
%
Colorado
         
4.2
%
Louisiana
         
3.8
%
Nevada
         
3.3
%
Indiana
         
3.2
%
Puerto Rico
         
2.4
%
Alaska
         
2.2
%
Georgia
         
1.9
%
New Jersey
         
1.9
%
Arizona
         
1.8
%
Other
         
14.8
%

Portfolio Composition3
             
(as a % of total investments)
             
Tax Obligation/Limited
         
23.6
%
Health Care
         
16.8
%
Transportation
         
13.6
%
Tax Obligation/General
         
12.1
%
Consumer Staples
         
7.3
%
Education and Civic Organizations
         
6.5
%
Utilities
         
6.5
%
Other
         
13.6
%

 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
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 this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Bonds backed by U.S. Government or agency securities are given an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
3
Holdings are subject to change.

18
 
Nuveen Investments

 
 

 

NZF
 
Nuveen Dividend
Performance
 
Advantage
OVERVIEW
 
Municipal Fund 3
   
as of October 31, 2011
 
 
Fund Snapshot
             
Common Share Price
       
$
14.17
 
Common Share Net Asset Value (NAV)
       
$
14.53
 
Premium/Discount to NAV
         
-2.48
%
Market Yield
         
6.94
%
Taxable Equivalent Yield1
         
9.64
%
Net Assets Applicable to Common Shares ($000)
       
$
587,047
 

Leverage
             
Structural Leverage
         
28.95
%
Effective Leverage
         
36.33
%

Average Annual Total Return
             
(Inception 9/25/01)
             
     
On Share Price
 
On NAV
1-Year
   
4.59
%
 
5.83
%
5-Year
   
4.44
%
 
5.10
%
10-Year
   
6.11
%
 
6.52
%

States4
             
(as a % of total municipal bonds)
             
Texas
         
13.3
%
California
         
11.0
%
Illinois
         
9.7
%
Washington
         
7.0
%
Michigan
         
5.7
%
Louisiana
         
5.3
%
New York
         
4.9
%
Indiana
         
4.6
%
Nevada
         
4.4
%
Colorado
         
3.9
%
New Jersey
         
3.4
%
Georgia
         
3.4
%
Massachusetts
         
2.5
%
Florida
         
2.3
%
Missouri
         
2.3
%
Maryland
         
1.7
%
Other
         
14.6
%

Portfolio Composition4
             
(as a % of total investments)
             
Transportation
         
20.7
%
Health Care
         
18.1
%
Tax Obligation/General
         
12.4
%
Tax Obligation/Limited
         
11.2
%
U.S. Guaranteed
         
7.8
%
Water and Sewer
         
7.8
%
Education and Civic Organizations
         
6.0
%
Consumer Staples
         
4.8
%
Other
         
11.2
%

 
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund’s Performance Overview page.
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 this Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower.
2
The Fund paid shareholders a capital gains distribution in December 2010 of $0.0156 per share.
3
Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Bonds backed by U.S. Government or agency securities are given an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by a national rating agency.
4
Holdings are subject to change.

Nuveen Investments
 
19

 
 

 

NPP
 
Shareholder Meeting Report
NMA
   
NMO
 
The annual meeting of shareholders was held on July 25, 2011 in the Lobby Conference Room, 333 West Wacker Drive, Chicago, IL360606; at this meeting the shareholders were asked to vote on the election of Board Members, the elimination of Fundamental Investment Policies and the approval of new Fundamental Investment Policies.3 The meeting was subsequently adjourned to August 31, 2011 and additionally adjourned to October 19, 2011 for NAD and NZF.

    NPP       NMA    
NMO
 
Common and
       
Common and
       
Common and
 
 
Preferred
 
Preferred
   
Preferred
 
Preferred
   
Preferred
Preferred
 
shares voting
 
shares voting
   
shares voting
 
shares voting
   
shares voting
shares voting
 
together
 
together
   
together
 
together
   
together
together
 
as a class
 
as a class
   
as a class
 
as a class
   
as a class
as a class
Approval of the Board Members was reached as follows:
                       
John P. Amboian
                       
For
34,875,950
 
   
23,863,354
 
   
29,803,657
Withhold
951,113
 
   
740,942
 
   
1,054,465
Total
35,827,063
 
   
24,604,296
 
   
30,858,122
Robert P. Bremner
                       
For
34,897,378
 
   
23,839,715
 
   
29,787,708
Withhold
929,685
 
   
764,581
 
   
1,070,414
Total
35,827,063
 
   
24,604,296
 
   
30,858,122
Jack B. Evans
                       
For
34,886,782
 
   
23,816,397
 
   
29,795,694
Withhold
940,281
 
   
787,899
 
   
1,062,428
Total
35,827,063
 
   
24,604,296
 
   
30,858,122
William C. Hunter
                       
For
 
4,217
   
 
2,268
   
2,759
Withhold
 
   
 
200
   
500
Total
 
4,217
   
 
2,468
   
3,259
David J. Kundert
                       
For
34,848,754
 
   
23,821,753
 
   
29,778,726
Withhold
978,309
 
   
782,543
 
   
1,079,396
Total
35,827,063
 
   
24,604,296
 
   
30,858,122
William J. Schneider
                       
For
 
4,217
   
 
2,268
   
2,759
Withhold
 
   
 
200
   
500
Total
 
4,217
   
 
2,468
   
3,259
Judith M. Stockdale
                       
For
34,803,303
 
   
23,785,129
 
   
29,757,569
Withhold
1,023,760
 
   
819,167
 
   
1,100,553
Total
35,827,063
 
   
24,604,296
 
   
30,858,122
Carole E. Stone
                       
For
34,818,467
 
   
23,795,016
 
   
29,752,357
Withhold
1,008,596
 
   
809,280
 
   
1,105,765
Total
35,827,063
 
   
24,604,296
 
   
30,858,122
Virginia L. Stringer
                       
For
34,809,949
 
   
23,804,316
 
   
29,765,031
Withhold
1,017,114
 
   
799,980
 
   
1,093,091
Total
35,827,063
 
   
24,604,296
 
   
30,858,122
Terence J. Toth
                       
For
34,860,178
 
   
23,813,751
 
   
29,798,668
Withhold
966,885
 
   
790,545
 
   
1,059,454
Total
35,827,063
 
   
24,604,296
 
   
30,858,122

20
 
Nuveen Investments

 
 

 

    NPP       NMA    
NMO
 
Common and
       
Common and
       
Common and
 
 
Preferred
 
Preferred
   
Preferred
 
Preferred
   
Preferred
Preferred
 
shares voting
 
shares voting
   
shares voting
 
shares voting
   
shares voting
shares voting
 
together
 
together
   
together
 
together
   
together
together
 
as a class
 
as a class
   
as a class
 
as a class
   
as a class
as a class
To approve the elimination of the Fund’s fundamental investment policy relating to the Fund’s ability to make loans
                       
For
27,101,041
 
4,217
   
17,986,543
 
2,468
   
22,828,900
3,259
Against
1,350,007
 
   
1,056,435
 
   
1,426,961
Abstain
853,354
 
   
551,228
 
   
707,764
Broker Non-Votes
6,522,661
 
   
5,010,090
 
   
5,894,497
Total
35,827,063
 
4,217
   
24,604,296
 
2,468
   
30,858,122
3,259
To approve the new fundamental investment policy relating to the Fund’s ability to make loans
                       
For
27,037,448
 
4,217
   
17,934,224
 
2,468
   
22,626,474
3,259
Against
1,409,990
 
   
1,112,165
 
   
1,501,503
Abstain
856,363
 
   
547,817
 
   
835,648
Broker Non-Votes
6,523,262
 
   
5,010,090
 
   
5,894,497
Total
35,827,063
 
4,217
   
24,604,296
 
2,468
   
30,858,122
3,259
To approve the elimination of the Fund’s fundamental policy relating to investments in municipal securities and below investment grade securities.
                       
For
26,985,248
 
4,217
   
 
   
Against
1,491,541
 
   
 
   
Abstain
827,012
 
   
 
   
Broker Non-Votes
6,523,262
 
   
 
   
Total
35,827,063
 
4,217
   
 
   
To approve the new fundamental policy relating to investments in municipal securities for the Fund.
                       
For
27,191,240
 
4,217
   
 
   
Against
1,288,668
 
   
 
   
Abstain
823,892
 
   
 
   
Broker Non-Votes
6,523,263
 
   
 
   
Total
35,827,063
 
4,217
   
 
   
To approve the elimination of the fundamental policy relating to investing in other investment companies.
                       
For
27,116,616
 
4,217
   
 
   
Against
1,388,228
 
   
 
   
Abstain
798,956
 
   
 
   
Broker Non-Votes
6,523,263
 
   
 
   
Total
35,827,063
 
4,217
   
 
   
To approve the elimination of the fundamental policy relating to derivatives and short sales.
                       
For
26,982,716
 
4,217
   
 
   
Against
1,470,989
 
   
 
   
Abstain
847,335
 
   
 
   
Broker Non-Votes
6,526,023
 
   
 
   
Total
35,827,063
 
4,217
   
 
   
To approve the elimination of the fundamental policy relating to commodities.
                       
For
27,040,144
 
4,217
   
 
   
Against
1,419,923
 
   
 
   
Abstain
843,733
 
   
 
   
Broker Non-Votes
6,523,263
 
   
 
   
Total
35,827,063
 
4,217
   
 
   
To approve the new fundamental policy relating to commodities.
                       
For
27,051,898
 
4,217
   
 
   
Against
1,405,466
 
   
 
   
Abstain
846,435
 
   
 
   
Broker Non-Votes
6,523,264
 
   
 
   
Total
35,827,063
 
4,217
   
 
   

Nuveen Investments
 
21

 
 

 

NAD
 
Shareholder Meeting Report (continued)
NXZ
   
NZF
   

    NAD       NXZ       NZF
 
Common and
       
Common and
       
Common and
   
 
Preferred
 
Preferred
   
Preferred
 
Preferred
   
Preferred
 
Preferred
 
shares voting
 
shares voting
   
shares voting
 
shares voting
   
shares voting
 
shares voting
 
together
 
together
   
together
 
together
   
together
 
together
 
as a class
 
as a class
   
as a class
 
as a class
   
as a class
 
as a class
Approval of the Board Members was reached as follows:
                     
John P. Amboian
                         
For
32,678,056
 
   
19,233,897
 
   
30,134,574
 
Withhold
2,823,882
 
   
485,309
 
   
2,295,695
 
Total
35,501,938
 
   
19,719,206
 
   
32,430,269
 
Robert P. Bremner
                         
For
 
   
 
   
 
Withhold
 
   
 
   
 
Total
 
   
 
   
 
Jack B. Evans
                         
For
 
   
 
   
 
Withhold
 
   
 
   
 
Total
 
   
 
   
 
William C. Hunter
                         
For
 
6,063,605
   
 
980
   
 
2,696,551
Withhold
 
1,814,505
   
 
890
   
 
1,148,402
Total
 
7,878,110
   
 
1,870
   
 
3,844,953
David J. Kundert
                         
For
32,651,010
 
   
19,231,909
 
   
30,060,207
 
Withhold
2,850,928
 
   
487,297
 
   
2,370,062
 
Total
35,501,938
 
   
19,719,206
 
   
32,430,269
 
William J. Schneider
                         
For
 
6,057,605
   
 
980
   
 
2,675,551
Withhold
 
1,820,505
   
 
890
   
 
1,169,402
Total
 
7,878,110
   
 
1,870
   
 
3,844,953
Judith M. Stockdale
                         
For
 
   
 
   
 
Withhold
 
   
 
   
 
Total
 
   
 
   
 
Carole E. Stone
                         
For
 
   
 
   
 
Withhold
 
   
 
   
 
Total
 
   
 
   
 
Virginia L. Stringer
                         
For
 
   
 
   
 
Withhold
 
   
 
   
 
Total
 
   
 
   
 
Terence J. Toth
                         
For
32,673,584
 
   
19,235,559
 
   
30,098,334
 
Withhold
2,828,354
 
   
483,647
 
   
2,331,935
 
Total
35,501,938
 
   
19,719,206
 
   
32,430,269
 

22
 
Nuveen Investments

 
 

 

    NAD       NXZ       NZF
 
Common and
       
Common and
       
Common and
   
 
Preferred
 
Preferred
   
Preferred
 
Preferred
   
Preferred
 
Preferred
 
shares voting
 
shares voting
   
shares voting
 
shares voting
   
shares voting
 
shares voting
 
together
 
together
   
together
 
together
   
together
 
together
 
as a class
 
as a class
   
as a class
 
as a class
   
as a class
 
as a class
To approve the elimination of the Fund’s fundamental investment policy relating to the Fund’s ability to make loans
                         
For
27,540,704
 
6,014,727
   
14,235,647
 
1,870
   
24,332,520
 
3,078,116
Against
1,672,565
 
386,013
   
907,917
 
   
1,824,471
 
194,744
Abstain
873,794
 
161,847
   
424,813
 
   
795,844
 
128,287
Broker Non-Votes
5,877,009
 
1,739,090
   
4,150,829
 
   
5,793,428
 
721,043
Total
35,964,072
 
8,301,677
   
19,719,206
 
1,870
   
32,746,263
 
4,122,190