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) Jessica R. Droeger 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, 2006 ------------------ Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. ANNUAL REPORT October 31, 2006 Nuveen Investments Municipal Closed-End Funds NUVEEN MUNICIPAL VALUE FUND, INC. NUV NUVEEN MUNICIPAL INCOME FUND, INC. NMI Photo of: woman and man on beach Photo of: young girl DEPENDABLE, TAX-FREE INCOME BECAUSE IT'S NOT WHAT YOU EARN, IT'S WHAT YOU KEEP. (R) Logo: NUVEEN INVESTMENTS photo of: two women and man with child NOW YOU CAN RECEIVE YOUR NUVEEN FUND REPORTS FASTER. NO MORE WAITING. SIGN UP TODAY TO RECEIVE NUVEEN FUND INFORMATION BY E-MAIL. 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. ----------------------- DELIVERY DIRECT TO YOUR E-MAIL INBOX ----------------------- IT'S FAST, EASY & FREE: WWW.INVESTORDELIVERY.COM if you get your Nuveen Fund dividends and statements from your financial advisor or brokerage account. OR WWW.NUVEEN.COM/ACCOUNTACCESS if you get your Nuveen Fund dividends and statements directly from Nuveen. (Be sure to have the address sheet that accompanied this report handy. You'll need it to complete the enrollment process.) Logo: NUVEEN INVESTMENTS Photo of: Timothy R. Schwertfeger Timothy R. Schwertfeger Chairman of the Board Chairman's LETTER TO SHAREHOLDERS Once again, I am pleased to report that over the twelve-month period covered by this report your Fund continued to provide you with attractive monthly tax-free income. For more details about the management strategy and performance of your Fund, please read the Portfolio Managers' Comments, the Dividend and Share Price Information, and the Performance Overview sections of this report. For some time, I've used these letters to remind you that municipal bonds can be an important building block in a well balanced investment portfolio. In addition to providing attractive tax-free monthly income, a municipal bond investment like your Fund may help you achieve and benefit from greater portfolio diversification. Portfolio diversification is a recognized way to try to reduce some of the risk that comes with investing. For more information about this important investment strategy, I encourage you to contact your personal financial advisor. "IN ADDITION TO PROVIDING ATTRACTIVE TAX-FREE MONTHLY INCOME, A MUNICIPAL BOND INVESTMENT LIKE YOUR FUND MAY HELP YOU ACHIEVE AND BENEFIT FROM GREATER PORTFOLIO DIVERSIFICATION." We also are pleased to be able to offer you a choice concerning how you receive your shareholder reports and other Fund information. As an alternative to mailed copies, you can sign up to receive future Fund reports and other Fund information by e-mail and the Internet. The inside front cover of this report contains information on how you can sign up. We are grateful that you have chosen us as a partner as you pursue your financial goals, and we look forward to continuing to earn your trust in the months and years ahead. At Nuveen Investments, our mission continues to be to assist you and your financial advisor by offering investment services and products that can help you to secure your financial objectives. Sincerely, /s/ Timothy R. Schwertfeger Timothy R. Schwertfeger Chairman of the Board December 15, 2006 Nuveen Investments Municipal Closed-End Funds NUV, NMI Portfolio Managers' COMMENTS Portfolio managers Tom Spalding and John Miller discuss U.S. economic and municipal market conditions, key investment strategies, and the annual performance of NUV and NMI. With 30 years of investment experience at Nuveen, Tom has managed NUV since its inception in 1987. John, who has 13 years of municipal market experience, including 10 years with Nuveen, assumed portfolio management responsibility for NMI in 2001. WHAT FACTORS AFFECTED THE U.S. ECONOMY AND MUNICIPAL MARKET DURING THE ANNUAL REPORTING PERIOD ENDED OCTOBER 31, 2006? In response to market concerns about oil prices, inflation, and the actions of the Federal Reserve over the past 12 months, bond yields exhibited some volatility during this reporting period, with longer-term rates hitting a peak in June 2006 before falling sharply for the remainder of the period. For the period as a whole, interest rates at the shorter end of the yield curve generally continued to rise, while longer rates ended the period close to where they began it or even declined. As short-term rates approached and exceeded the levels of long-term rates, the taxable yield curve became increasingly flat and subsequently inverted. Consequently, bonds with longer durations1 generally outperformed those with shorter durations during this period. Between November 1, 2005 and October 31, 2006, the Federal Reserve announced six increases of 0.25% each in the fed funds rate before pausing to leave monetary policy unchanged at the August-October 2006 sessions of its Open Market Committee. The increases raised the short-term target by 150 basis points, from 3.75% to 5.25%, its highest level since March 2001. During this same period, the yield on the benchmark 10-year U.S. Treasury note rose just four basis points to end October 2006 at 4.60%.In contrast, in the municipal market, the yield on the Bond Buyer 25 Revenue Bond Index, a widely followed measure of longer-term municipal market rates, fell to 4.78% at the end of October 2006, a decline of 43 basis points from the end of October 2005. Economic growth over the past year reflected the fluctuations in interest rates, energy prices, and the effects of a softening housing market. After expanding at a rate of 1.8% in the fourth quarter of 2005, the U.S. gross domestic product (GDP) rebounded sharply with a 5.6% gain in the first quarter of 2006 before moderating to a pace of 2.6% in the second quarter of 2006 (all GDP numbers annualized). In the third quarter of 2006, the rate of GDP growth slowed to 2.2%, largely as the result of an 18% slump in residential investment, the largest decrease in 15 years. Despite the recent slowdown in economic growth, the markets continued to keep a close eye on inflation trends. While declining energy prices contributed to a benign 1.3% year-over-year increase in the Consumer Price Index as of October 2006, the core rate (which excludes food and energy prices) rose 2.7% for the same period. In general, the jobs picture remained positive, with national unemployment at 4.4% in October 2006, down from 4.9% in October 2005, the lowest level since May 2001. 1 Duration is a measure of a bond's price sensitivity as interest rates change, with longer duration bonds displaying more sensitivity to these changes than bonds with shorter durations. 4 Over the 12 months ended October 2006, municipal bond issuance nationwide totaled $367.1 billion, down 8% from the previous 12 months. This total reflected the general decrease in the supply of municipal paper during 2006. After reaching record levels in calendar year 2005, municipal supply declined during the first 10 months of 2006, with $295.1 billion in new securities coming to market, off 12.5% from the same period in 2005. A major factor in 2006's drop was the sharp reduction in pre-refunding volume, which fell almost 50% from last year's levels. Overall, demand for municipal bonds, especially those offering higher yields, continued to be strong and broad-based, with retail investors, institutional investors such as hedge funds and arbitragers, and foreign participants all taking part in the market. WHAT KEY STRATEGIES WERE USED TO MANAGE NUV AND NMI DURING THIS REPORTING PERIOD? As the yield curve flattened over this 12-month period, we continued to emphasize careful management of the Funds' underlying portfolios in line with our established targets. This included pursuing a disciplined approach to duration management and yield curve positioning. As part of this approach, we focused on adding attractively priced bonds with premium coupons2 in the 20- to 30-year part of the yield curve to NUV and in the 25- to 30-year range to NMI. We also broadened the scope of our duration management strategies to emphasize bonds that would not only help us maintain the Funds' durations within a preferred strategic range but also provide greater income-generating potential, such as those with different types of coupon structures. Among the bonds we purchased for NUV and NMI during this period were zero coupon bonds and inverse floaters, both of which also added duration to our portfolios. (Inverse floaters are bonds with coupons structured to move in the opposite direction of interest rates. For example, if market interest rates decline, the interest rate earned by the inverse floater will rise. An inverse floater increases the market rate risk and modified duration of the investment.) Although issuance nationwide declined during this period, the reduction in supply did not have a major impact on the implementation of this or other strategies we had planned for these Funds. Much of the new supply was highly rated and/or insured, and both Funds increased their allocations to higher-rated credits over this period. We also continued to keep the Funds well diversified geographically, looking to states with stronger issuance, including California, Texas, New York, and Florida, to find more attractive offerings as municipal supply declined. Our purchases in NUV during this period included some uninsured health care names, primarily dominant providers with strong management and operating histories, as well as a few selected tobacco credits. In NMI, which can invest up to 25% of its portfolio in 2 Premium coupon bonds are credits that, at the time of purchase, are trading above their par values because their coupons are higher than current coupon levels. Historically, these bonds have held their value better than current coupon bonds when interest rates rise. 5 below investment-grade quality bonds that typically carry more credit risk but also offer higher yields, we focused on lower-quality bonds in the health care sector, especially situations that we considered good candidates for credit improvement. Among the hospital bonds we added to NMI during this period were those issued for Condell Medical Center in Illinois and for Kaiser Permanente System in California. Overall, as credit spreads continued to narrow and municipal supply tightened, we generally found fewer attractively structured lower-rated credit opportunities in the market. This was especially true during the second half of this reporting period. In NUV, most of the cash we redeployed during this period came from called holdings, although we also trimmed some of our exposure to pre-refunded bonds to generate cash for new purchases. In NMI, we were selectively selling holdings with shorter maturities and redeploying the proceeds out longer on the yield curve to reduce our exposure to the short part of the curve and enhance the Fund's yield curve positioning. NMI also took advantage of opportunities in both the primary and secondary markets to sell a few holdings that were purchased when yields were lower and replace them with similar, newer credits that yielded comparatively more. This allowed us to maintain the Fund's current portfolio characteristics while strengthening its future income stream. HOW DID THE FUNDS PERFORM? Individual results for these Funds, as well as relevant index and peer group information, are presented in the accompanying table. TOTAL RETURNS ON NET ASSET VALUE* For periods ended 10/31/06 1-Year 5-Year 10-Year -------------------------------------------------------------------------------- NUV 7.40% 5.81% 5.97% -------------------------------------------------------------------------------- NMI 6.50% 5.52% 5.15% -------------------------------------------------------------------------------- Lehman Brothers Municipal Bond Index3 5.75% 5.05% 5.85% -------------------------------------------------------------------------------- Lipper General and Insured Unleveraged Municipal Debt Funds Average4 6.29% 5.12% 5.40% -------------------------------------------------------------------------------- *Annualized. Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. For additional information, see the individual Performance Overview for your Fund in this report. For the 12 months ended October 31, 2006, the total returns on net asset value (NAV) for both NUV and NMI exceeded the return on the Lehman Brothers Municipal Bond 3 The Lehman Brothers Municipal Bond Index is an unleveraged, unmanaged national index comprising a broad range of investment-grade municipal bonds. Results for the Lehman index do not reflect any expenses. 4 The Lipper General and Insured Unleveraged Municipal Debt Funds category average is calculated using the returns of all closed-end funds in this category for each period as follows: 1 year, 8; 5 years, 8; and 10 years, 8. Fund and Lipper returns assume reinvestment of dividends. 6 Index. Both Funds also outperformed the average return for their Lipper peer group for this period. Factors that influenced the Funds' returns during this period included yield curve positioning and duration management, individual credit selection, holdings of zero coupon bonds, allocations to lower-rated credits, and advance refunding activity.5 As longer rates declined and the yield curve flattened over the course of this period, yield curve and duration positioning played an important role in the performance of these Funds. Overall, bonds in the Lehman Brothers Municipal Bond Index with maturities between one and four years were the most adversely impacted by changes in the interest rate environment over this period, as rates in that part of the curve rose. As a result, these bonds generally underperformed longer bonds, with issues having maturities between 17 and 22 years and those with maturities 22 years and longer achieving the best returns for the period. Yield curve positioning, or exposure to those parts of the yield curve that performed best during this period, helped NUV's performance, while NMI's performance was slightly hindered by its relatively heavier exposure to the shorter end of the yield curve. As previously mentioned, during this period we increased our exposure to zero coupon bonds and inverse floaters, both of which had a positive impact on the Funds' performances. Zero coupon bonds, for example, typically have very long initial maturities and tend to be very sensitive to changes in interest rates. With rates at the long end of the curve declining throughout much of this 12-month period, zero coupon bonds in the Lehman Brothers Municipal Bond Index performed very well, exceeding the return for the general municipal market by almost 500 basis points. For this 12-month reporting period, one of the top performing holdings in NMI was an insured zero coupon bond issued for the Adelanto School District in San Bernardino County, California. With bonds rated BBB or lower and nonrated bonds generally outperforming other credit quality sectors during this period, these Funds also benefited from their allocations of lower-quality credits. The performance of this sector was largely the result of investor demand for the higher yields typically associated with lower-quality bonds, which drove up their value and caused credit spreads to tighten. As of October 31, 2006, allocations of bonds rated BBB or lower and nonrated bonds accounted for 21% of NUV's portfolio and 51% of NMI. Among the lower-rated holdings making positive contributions to the Funds' total returns for this period were industrial development and resource recovery bonds and health care (including hospitals) credits, which ranked as the top performing revenue sectors in the Lehman Brothers Municipal Bond Index. Two of the better-performing hospital bonds held in the Funds were those issued for Detroit Medical Center and Knox County hospital 5 Advance refundings, also known as pre-refundings or refinancings, occur when an issuer sells new bonds and uses the proceeds to fund principal and interest payments of older existing bonds. This process often results in lower borrowing costs for bond issuers. 7 revenue bonds issued for Baptist Health System of East Tennessee, which is a potential acquisition candidate by a local for-profit hospital system. NUV also held some airline bonds that performed well during this period due to reduced fuel costs, recovery in passenger traffic, and improved competitive positions resulting from cost- cutting measures. Bonds backed by the 1998 master tobacco settlement agreement, which are generally rated BBB, also contributed to the Funds' performances. In the tobacco sector, an especially strong performer during this period were bonds issued by Golden State Tobacco Securitization Corporation (California), which were held by both NUV and NMI. As of October 31, 2006, tobacco bonds comprised approximately 6% of both NUV's and NMI's portfolios. We also continued to see positive contributions from advance refunding activity, which benefited these Funds through price appreciation and enhanced credit quality. One of the larger positions in NUV that was pre-refunded during this period was the Fundholding of bonds issued for Pocahontas Parkway in Virginia, while NMI benefited from the advance refunding of its holding of bonds issued for Frontier Academy in Colorado. While advance refundings generally enhanced performance for this 12-month period, the Funds' holdings of older, previously pre-refunded bonds tended to underperform the general municipal market, due primarily to their shorter effective maturities. HOW WERE THE FUNDS POSITIONED IN TERMS OF CREDIT QUALITY AND BOND CALLS AS OF OCTOBER 31, 2006? Maintaining strong credit quality remained an important requirement for the Funds. As of October 31, 2006, NUV held 72% of its portfolio in bonds rated AAA/U.S. guaranteed and AA. NMI, which can invest up to 25% of its portfolio in below investment-grade quality bonds, held 85% of its assets in investment-grade securities, including a 34% allocation to bonds rated AAA/U.S. guaranteed and AA. At the end of October 2006, potential call exposure for the period November 2006 through the end of 2007 totaled 14% in NUV and 13% in NMI. The number of actual bond calls will depend largely on future market interest rates. 8 Dividend and Share Price INFORMATION The dividend of NUV remained stable throughout the 12-month reporting period ended October 31, 2006. However, the income stream of NMI was impacted as proceeds from older, higher-yielding bonds that matured, were called, or were sold were then reinvested into bonds currently available in the market, which generally offered lower yields.This resulted in one monthly dividend reduction in NMI during this period. Due to capital gains generated by normal portfolio activity, shareholders of these Funds received capital gains and/or net ordinary income distributions at the end of December 2005, as follows: Long-Term Capital Gains Ordinary Income (per share) (per share) -------------------------------------------------------------------------------- NUV $0.0204 $0.0039 -------------------------------------------------------------------------------- NMI -- $0.0018 -------------------------------------------------------------------------------- Both NUV and NMI seek to pay stable dividends at rates that reflect each Fund's past results and projected future performance. During certain periods, each Fund may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Fund during the period. If a Fund has cumulatively earned more than it has paid in dividends, it holds the excess in reserve as undistributed net investment income (UNII) as part of the Fund's NAV. Conversely, if a Fund has cumulatively paid dividends in excess of its earnings, the excess constitutes negative UNII that is likewise reflected in the Fund's NAV. Each Fund will, over time, pay all of its net investment income as dividends to shareholders. As of October 31, 2006, both NUV and NMI had positive UNII balances for both financial statement and tax purposes. At the end of the reporting period, the Funds' share prices were trading at discounts to their NAVs as shown in the accompanying chart: 10/31/06 12-Month Discount Average Discount -------------------------------------------------------------------------------- NUV -2.21% -4.99% -------------------------------------------------------------------------------- NMI -4.89% -5.51% -------------------------------------------------------------------------------- 9 Nuveen Municipal Value Fund, Inc. NUV Performance OVERVIEW As of September 30, 2006 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 59% AA 13% A 7% BBB 13% BB or Lower 7% N/R 1% Bar Chart: 2005-2006 MONTHLY TAX-FREE DIVIDENDS PER SHARE2 Nov 0.039 Dec 0.039 Jan 0.039 Feb 0.039 Mar 0.039 Apr 0.039 May 0.039 Jun 0.039 Jul 0.039 Aug 0.039 Sep 0.039 Oct 0.039 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 11/01/05 9.57 9.64 9.67 9.67 9.68 9.69 9.71 9.62 9.57 9.52 9.5 9.54 9.51 9.5 9.54 9.61 9.61 9.62 9.65 9.63 9.67 9.72 9.74 9.71 9.7 9.59 9.65 9.66 9.64 9.48 9.53 9.57 9.55 9.52 9.46 9.51 9.56 9.64 9.68 9.71 9.71 9.73 9.73 9.75 9.83 9.82 9.83 9.79 9.76 9.72 9.66 9.73 9.72 9.74 9.74 9.77 9.8 9.81 9.73 9.76 9.79 9.75 9.81 9.78 9.76 9.67 9.71 9.72 9.77 9.75 9.78 9.75 9.69 9.74 9.73 9.77 9.77 9.76 9.75 9.76 9.78 9.79 9.79 9.79 9.78 9.76 9.76 9.75 9.77 9.78 9.78 9.72 9.71 9.73 9.75 9.77 9.77 9.75 9.73 9.74 9.73 9.78 9.75 9.72 9.73 9.7 9.71 9.68 9.68 9.56 9.5 9.51 9.46 9.42 9.38 9.53 9.49 9.54 9.54 9.55 9.5 9.55 9.58 9.57 9.57 9.66 9.6 9.5 9.42 9.45 9.49 9.48 9.48 9.46 9.45 9.51 9.5 9.44 9.44 9.5 9.51 9.44 9.46 9.44 9.54 9.54 9.59 9.64 9.69 9.65 9.61 9.59 9.62 9.63 9.56 9.47 9.42 9.48 9.48 9.5 9.54 9.54 9.46 9.45 9.49 9.46 9.42 9.48 9.54 9.55 9.56 9.54 9.56 9.56 9.56 9.57 9.56 9.57 9.57 9.56 9.61 9.55 9.55 9.58 9.59 9.62 9.65 9.65 9.64 9.7 9.72 9.72 9.75 9.68 9.7 9.66 9.69 9.67 9.66 9.73 9.8 9.8 9.78 9.79 9.83 9.83 9.8 9.83 9.82 9.83 9.87 9.9 9.95 9.91 9.91 9.89 9.93 9.94 9.94 9.91 9.93 9.91 9.88 9.91 9.91 9.92 9.92 9.95 9.98 10.07 10.07 10.1 10.1 10.11 10.14 10.07 10.1 10.07 10.07 10.07 10.02 10.02 9.92 10.01 9.99 9.94 9.94 10.03 10.04 10.07 10.08 10.08 10.1 10.13 10/31/06 10.16 FUND SNAPSHOT ------------------------------------ Share Price $10.16 ------------------------------------ Net Asset Value $10.39 ------------------------------------ Premium/(Discount) to NAV -2.21% ------------------------------------ Market Yield 4.61% ------------------------------------ Taxable-Equivalent Yield1 6.40% ------------------------------------ Net Assets ($000) 2,025,964 ------------------------------------ Average Effective Maturity on Securities (Years) 18.35 ------------------------------------ Modified Duration 5.30 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 6/17/87) ------------------------------------ ON SHARE PRICE On NAV ------------------------------------ 1-Year 11.51% 7.40% ------------------------------------ 5-Year 7.20% 5.81% ------------------------------------ 10-Year 7.04% 5.97% ------------------------------------ STATES (as a % of total investments) ------------------------------------ New York 13.7% ------------------------------------ Illinois 11.0% ------------------------------------ California 10.1% ------------------------------------ Texas 5.9% ------------------------------------ New Jersey 5.7% ------------------------------------ Michigan 4.8% ------------------------------------ Indiana 4.8% ------------------------------------ Massachusetts 3.7% ------------------------------------ Colorado 3.4% ------------------------------------ South Carolina 2.7% ------------------------------------ Missouri 2.7% ------------------------------------ Wisconsin 2.6% ------------------------------------ Washington 2.5% ------------------------------------ Florida 2.3% ------------------------------------ Louisiana 2.1% ------------------------------------ Georgia 2.1% ------------------------------------ Nevada 2.0% ------------------------------------ District of Columbia 2.0% ------------------------------------ Pennsylvania 1.5% ------------------------------------ Other 14.4% ------------------------------------ INDUSTRIES (as a % of total investments) ------------------------------------ U.S. Guaranteed 19.6% ------------------------------------ Tax Obligation/Limited 17.5% ------------------------------------ Health Care 17.4% ------------------------------------ Transportation 11.3% ------------------------------------ Tax Obligation/General 9.8% ------------------------------------ Utilities 6.9% ------------------------------------ Consumer Staples 5.8% ------------------------------------ Other 11.7% ------------------------------------ 1 Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a federal income tax rate of 28%. When comparing the Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower. 2 The Fund paid shareholders capital gains and net ordinary income distributions in December 2005 of $0.0243 per share. 10 Nuveen Municipal Income Fund, Inc. NMI Performance Overview As of October 31, 2006 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 30% AA 4% A 15% BBB 36% BB or Lower 7% N/R 8% Bar Chart: 2005-2006 MONTHLY TAX-FREE DIVIDENDS PER SHARE2 Nov 0.044 Dec 0.042 Jan 0.042 Feb 0.042 Mar 0.042 Apr 0.042 May 0.042 Jun 0.042 Jul 0.042 Aug 0.042 Sep 0.042 Oct 0.042 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 11/01/05 10.79 10.77 10.56 10.41 10.5 10.54 10.4 10.34 10.25 10.16 9.95 10.11 10.14 10.02 10 10.04 10 10.08 10.11 10.02 9.99 10.03 9.99 9.97 9.96 9.97 10.09 10.08 9.97 9.89 10.04 9.92 9.92 9.96 10.06 10.07 10.06 10.17 10.19 10.14 10.2 10.27 10.27 10.27 10.31 10.4 10.42 10.41 10.5 10.43 10.44 10.43 10.3 10.27 10.44 10.45 10.47 10.41 10.4 10.44 10.36 10.43 10.4 10.38 10.32 10.2 10.28 10.29 10.25 10.24 10.26 10.21 10.19 10.18 10.3 10.32 10.38 10.41 10.44 10.45 10.40 10.43 10.32 10.4 10.32 10.27 10.25 10.2 10.23 10.17 10.22 10.2 10.2 10.36 10.38 10.25 10.25 10.29 10.31 10.34 10.24 10.36 10.44 10.51 10.61 10.44 10.35 10.41 10.33 10.22 10.16 10.15 10.15 10.2 10.21 10.26 10.21 10.15 10.08 10.02 10 10.15 10.2 10.21 10.21 10.21 10.22 10.16 10.23 10.18 10.23 10.17 10.01 9.9701 9.95 9.91 9.87 9.87 9.86 9.92 10.03 10.14 10.08 10.16 10.38 10.54 10.55 10.6 10.57 10.51 10.55 10.36 10.36 10.35 10.31 10.27 10.28 10.23 10.21 10.23 10.15 10.33 10.23 10.15 10.14 10.13 10.05 10.05 10.11 10.34 10.34 10.24 10.43 10.41 10.41 10.3 10.28 10.3 10.32 10.4 10.31 10.31 10.43 10.5 10.38 10.4 10.43 10.29 10.33 10.39 10.29 10.3 10.22 10.25 10.31 10.27 10.35 10.33 10.27 10.32 10.37 10.29 10.22 10.3 10.35 10.29 10.39 10.39 10.35 10.44 10.4 10.34 10.38 10.36 10.22 10.32 10.34 10.29 10.32 10.25 10.25 10.38 10.28 10.33 10.28 10.42 10.45 10.35 10.4 10.39 10.4 10.33 10.33 10.48 10.52 10.51 10.52 10.4 10.47 10.52 10.44 10.48 10.47 10.5 10.35 10.39 10.4 10.34 10.5 10.42 10.46 10.43 10.49 10.47 10/31/06 10.5 FUND SNAPSHOT ------------------------------------ Share Price $10.50 ------------------------------------ Net Asset Value $11.04 ------------------------------------ Premium/(Discount) to NAV -4.89% ------------------------------------ Market Yield 4.80% ------------------------------------ Taxable-Equivalent Yield1 6.67% ------------------------------------ Net Assets ($000) 89,605 ------------------------------------ Average Effective Maturity on Securities (Years) 17.09 ------------------------------------ Modified Duration 4.97 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 4/20/88) ----------------------------------- On Share Price On NAV ----------------------------------- 1-Year 4.42% 6.50% ----------------------------------- 5-Year 2.87% 5.52% ----------------------------------- 10-Year 4.62% 5.15% ----------------------------------- STATES (as a % of total investments) ----------------------------------- California 21.6% ------------------------------------ Illinois 10.0% ------------------------------------ Texas 9.5% ------------------------------------ Colorado 6.5% ------------------------------------ New York 6.2% ------------------------------------ South Carolina 5.0% ------------------------------------ Ohio 4.4% ------------------------------------ Indiana 4.0% ------------------------------------ Michigan 3.7% ------------------------------------ Virginia 3.1% ------------------------------------ Virgin Islands 3.1% ------------------------------------ Pennsylvania 2.7% ------------------------------------ Tennessee 2.5% ------------------------------------ Louisiana 2.5% ------------------------------------ West Virginia 2.4% ------------------------------------ Other 12.8% ------------------------------------ INDUSTRIES (as a % of total investments) ------------------------------------ Health Care 20.5% ------------------------------------ Utilities 16.5% ------------------------------------ Tax Obligation/General 12.4% ------------------------------------ Tax Obligation/Limited 12.1% ------------------------------------ U.S. Guaranteed 10.0% ------------------------------------ Consumer Staples 8.2% ------------------------------------ Education and Civic Organizations 7.5% ------------------------------------ Materials 5.5% ------------------------------------ Other 7.3% ------------------------------------ 1 Taxable-Equivalent Yield represents the yield that must be earned on a fully taxable investment in order to equal the yield of the Fund on an after-tax basis. It is based on a federal income tax rate of 28%. When comparing the Fund to investments that generate qualified dividend income, the Taxable-Equivalent Yield is lower. 2 The Fund paid shareholders a net ordinary income distribution in December 2005 of $0.0018 per share. 11 Shareholder MEETING REPORT The Annual Shareholder Meeting was held on August 1, 2006, at The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60675. NUV NMI Common Common Shares Shares ------------------------------------------------------------------------------------------------------------------------------------ APPROVAL OF THE BOARD MEMBERS WAS REACHED AS FOLLOWS: ------------------------------------------------------------------------------------------------------------------------------------ Judith M. Stockdale For 158,146,579 6,914,327 Withhold 2,255,373 81,178 ------------------------------------------------------------------------------------------------------------------------------------ Total 160,401,952 6,995,505 ==================================================================================================================================== Robert P. Bremner For 158,119,000 6,915,443 Withhold 2,282,952 80,062 ------------------------------------------------------------------------------------------------------------------------------------ Total 160,401,952 6,995,505 ==================================================================================================================================== Jack B. Evans For 158,153,907 6,917,443 Withhold 2,248,045 78,062 ------------------------------------------------------------------------------------------------------------------------------------ Total 160,401,952 6,995,505 ==================================================================================================================================== William J. Schneider For 158,217,032 6,921,680 Withhold 2,184,920 73,825 ------------------------------------------------------------------------------------------------------------------------------------ Total 160,401,952 6,995,505 ==================================================================================================================================== Report of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE BOARD OF DIRECTORS AND SHAREHOLDERS NUVEEN MUNICIPAL VALUE FUND, INC. NUVEEN MUNICIPAL INCOME FUND, INC. We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen Municipal Value Fund, Inc. and Nuveen Municipal Income Fund, Inc. (the "Funds") as of October 31, 2006, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2006, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Nuveen Municipal Value Fund, Inc. and Nuveen Municipal Income Fund, Inc. at October 31, 2006, the results of their operations for the year then ended, changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Chicago, Illinois December 14, 2006 13 Nuveen Municipal Value Fund, Inc. (NUV) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALABAMA - 1.0% $ 1,020 Alabama Housing Finance Authority, Collateralized Home Mortgage 4/08 at 102.00 Aaa $ 1,035,616 Program Single Family Mortgage Revenue Bonds, Series 1998A-2, 5.450%, 10/01/28 (Alternative Minimum Tax) 5,000 Courtland Industrial Development Board, Alabama, Solid Waste 11/09 at 101.00 Baa3 5,341,250 Disposal Revenue Bonds, Champion International Paper Corporation, Series 1999A, 6.700%, 11/01/29 (Alternative Minimum Tax) 1,750 Huntsville Healthcare Authority, Alabama, Revenue Bonds, 6/11 at 101.00 A2 1,872,255 Series 2001A, 5.750%, 6/01/31 12,000 Jefferson County, Alabama, Sewer Revenue Capital Improvement 2/09 at 101.00 AAA 12,586,440 Warrants, Series 1999A, 5.375%, 2/01/36 (Pre-refunded 2/01/09) - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ 19,770 Total Alabama 20,835,561 ------------------------------------------------------------------------------------------------------------------------------------ ALASKA - 0.5% 3,335 Alaska Housing Finance Corporation, General Housing Purpose 12/14 at 100.00 AAA 3,507,986 Bonds, Series 2005A, 5.000%, 12/01/30 - FGIC Insured 3,000 Anchorage, Alaska, General Obligation Bonds, Series 2003B, 5.000%, 9/13 at 100.00 AAA 3,192,420 9/01/23 - FGIC Insured 2,585 Northern Tobacco Securitization Corporation, Alaska, Tobacco 6/10 at 100.00 AAA 2,753,620 Settlement Asset-Backed Bonds, Series 2000, 6.200%, 6/01/22 (Pre-refunded 6/01/10) ------------------------------------------------------------------------------------------------------------------------------------ 8,920 Total Alaska 9,454,026 ------------------------------------------------------------------------------------------------------------------------------------ ARIZONA - 1.2% 13,100 Arizona Health Facilities Authority, Hospital Revenue Bonds, 7/10 at 101.00 A 14,468,819 Catholic Healthcare West, Series 1999A, 6.625%, 7/01/20 4,900 Arizona Health Facilities Authority, Hospital System Revenue 11/09 at 100.00 Baa3 5,160,827 Bonds, Phoenix Children's Hospital, Series 1999A, 6.250%, 11/15/29 1,400 Arizona Health Facilities Authority, Hospital System Revenue 2/12 at 101.00 Baa3 1,538,642 Bonds, Phoenix Children's Hospital, Series 2002A, 6.250%, 2/15/21 3,000 Phoenix Industrial Development Authority, Arizona, GNMA 4/15 at 100.00 Aaa 3,067,770 Collateralized Multifamily Housing Revenue Bonds, Park Lee Apartments, Series 2004A, 5.050%, 10/20/44 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 22,400 Total Arizona 24,236,058 ------------------------------------------------------------------------------------------------------------------------------------ ARKANSAS - 0.6% 10,460 Cabot School District 4, Lonoke County, Arkansas, General Obligation 8/08 at 100.00 Aaa 10,655,707 Refunding Bonds, Series 2003, 5.000%, 2/01/32 - AMBAC Insured 85 Conway, Arkansas, Sales and Use Tax Capital Improvement Bonds, 12/06 at 101.00 AAA 85,974 Series 1997A, 5.350%, 12/01/17 (Pre-refunded 12/01/06) - FSA Insured 2,000 University of Arkansas, Fayetteville, Various Facilities Revenue 12/12 at 100.00 Aaa 2,089,960 Bonds, Series 2002, 5.000%, 12/01/32 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ 12,545 Total Arkansas 12,831,641 ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 10.0% California Department of Water Resources, Power Supply Revenue Bonds, Series 2002A: 10,000 5.125%, 5/01/19 (Pre-refunded 5/01/12) 5/12 at 101.00 Aaa 10,902,300 10,000 5.250%, 5/01/20 (Pre-refunded 5/01/12) 5/12 at 101.00 Aaa 10,964,400 7,310 California Educational Facilities Authority, Revenue Bonds, Loyola 10/09 at 39.19 Aaa 2,582,258 Marymount University, Series 2000, 0.000%, 10/01/24 (Pre-refunded 10/01/09) - MBIA Insured 6,000 California Health Facilities Financing Authority, Revenue Bonds, 4/16 at 100.00 A+ 6,260,760 Kaiser Permanante System, Series 2006, 5.000%, 4/01/37 6,830 California Infrastructure Economic Development Bank, Revenue 10/11 at 101.00 A- 7,147,390 Bonds, J. David Gladstone Institutes, Series 2001, 5.250%, 10/01/34 14 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA (continued) $ 17,155 California State Public Works Board, Lease Revenue Refunding Bonds, 12/06 at 100.00 Aa2 $17,169,753 Various University of California Projects, Series 1993A, 5.500%, 6/01/21 14,680 California Statewide Community Development Authority, Certificates 4/09 at 101.00 BBB 15,049,055 of Participation, Internext Group, Series 1999, 5.375%, 4/01/17 California, General Obligation Bonds, Series 2003: 14,600 5.250%, 2/01/28 8/13 at 100.00 A+ 15,620,248 11,250 5.000%, 2/01/33 8/13 at 100.00 A+ 11,743,200 7,500 California, General Obligation Bonds, Series 2004, 5.000%, 2/01/33 2/14 at 100.00 A+ 7,849,725 3,000 Capistrano Unified School District, Orange County, California, Special 9/09 at 102.00 N/R (3) 3,235,200 Tax Bonds, Community Facilities District 98-2 - Ladera, Series 1999, 5.750%, 9/01/29 (Pre-refunded 9/01/09) 5,870 Central California Joint Powers Health Finance Authority, Certificates 2/07 at 100.00 Baa2 5,871,468 of Participation, Community Hospitals of Central California, Series 1993, 5.000%, 2/01/23 5,000 Coast Community College District, Orange County, California, General 8/18 at 100.00 AAA 3,788,900 Obligation Bonds, Series 2006C, 0.000%, 8/01/32 - FSA Insured 30,000 Foothill/Eastern Transportation Corridor Agency, California, Toll Road No Opt. Call AAA 15,759,300 Revenue Bonds, Series 1995A, 0.000%, 1/01/22 (ETM) 2,500 Foothill/Eastern Transportation Corridor Agency, California, Toll Road 1/07 at 100.00 AAA 2,510,550 Revenue Bonds, Series 1995A, 6.000%, 1/01/34 (Pre-refunded 1/01/07) 21,150 Golden State Tobacco Securitization Corporation, California, Enhanced 6/13 at 100.00 AAA 22,907,354 Tobacco Settlement Asset-Backed Bonds, Series 2003B, 5.000%, 6/01/38 (Pre-refunded 6/01/13) - AMBAC Insured 3,500 Golden State Tobacco Securitization Corporation, California, Tobacco 6/13 at 100.00 BBB 3,994,515 Settlement Asset-Backed Bonds, Series 2003A-1, 6.750%, 6/01/39 Golden State Tobacco Securitization Corporation, California, Tobacco Settlement Asset-Backed Revenue Bonds, Series 2005A: 5,000 5.000%, 6/01/38 - FGIC Insured 6/15 at 100.00 AAA 5,276,350 2,000 5.000%, 6/01/45 6/15 at 100.00 A 2,068,740 9,000 Los Angeles Department of Water and Power, California, Waterworks 7/11 at 100.00 AA 9,315,810 Revenue Refunding Bonds, Series 2001A, 5.125%, 7/01/41 4,000 Los Angeles Regional Airports Improvement Corporation, California, 12/12 at 102.00 B 4,499,320 Sublease Revenue Bonds, Los Angeles International Airport, American Airlines Inc. Terminal 4 Project, Series 2002C, 7.500%, 12/01/24 (Alternative Minimum Tax) 8,000 Rancho Mirage Joint Powers Financing Authority, California, Revenue 7/14 at 100.00 A3 8,759,360 Bonds, Eisenhower Medical Center, Series 2004, 5.625%, 7/01/34 7,300 San Diego County, California, Certificates of Participation, Burnham 9/09 at 101.00 Baa3 (3) 7,897,651 Institute, Series 1999, 6.250%, 9/01/29 (Pre-refunded 9/01/09) 2,009 Yuba County Water Agency, California, Yuba River Development 3/07 at 100.00 Baa3 1,996,223 Revenue Bonds, Pacific Gas and Electric Company, Series 1966A, 4.000%, 3/01/16 ------------------------------------------------------------------------------------------------------------------------------------ 213,654 Total California 203,169,830 ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 3.4% 5,000 Arkansas River Power Authority, Colorado, Power Revenue Bonds, 10/16 at 100.00 AAA 5,390,500 Series 2006, 5.250%, 10/01/40 - XLCA Insured 1,800 Colorado Educational and Cultural Facilities Authority, Charter School 8/11 at 100.00 AAA 2,112,048 Revenue Bonds, Peak-to-Peak Charter School, Series 2001, 7.625%, 8/15/31 (Pre-refunded 8/15/11) 2,100 Colorado Health Facilities Authority, Revenue Bonds, Catholic Health 3/12 at 100.00 AA (3) 2,281,314 Initiatives, Series 2002A, 5.500%, 3/01/32 (ETM) 5,000 Colorado Health Facilities Authority, Revenue Bonds, Catholic Health 9/16 at 100.00 AA 4,937,150 Initiatives, Series 2006A, 4.500%, 9/01/38 (WI/DD, Settling 11/09/06) 1,365 Colorado Health Facilities Authority, Revenue Bonds, Sisters of 11/06 at 100.00 AA 1,366,242 Charity Healthcare Systems Inc., Series 1994, 5.250%, 5/15/14 500 Colorado Health Facilities Authority, Revenue Bonds, Vail Valley 1/12 at 100.00 BBB 533,215 Medical Center, Series 2001, 5.750%, 1/15/22 15 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ COLORADO (continued) $ 18,915 Denver, Colorado, Airport System Revenue Refunding Bonds, Series 11/13 at 100.00 AAA $19,811,004 2003B, 5.000%, 11/15/33 - XLCA Insured 5,000 E-470 Public Highway Authority, Colorado, Senior Revenue Bonds, 9/10 at 102.00 AAA 5,479,050 Series 2000A, 5.750%, 9/01/35 (Pre-refunded 9/01/10) - MBIA Insured 16,500 E-470 Public Highway Authority, Colorado, Senior Revenue Bonds, No Opt. Call AAA 5,252,940 Series 2000B, 0.000%, 9/01/32 - MBIA Insured 39,700 E-470 Public Highway Authority, Colorado, Senior Revenue Bonds, 9/10 at 31.42 AAA 10,813,486 Series 2000B, 0.000%, 9/01/28 (Pre-refunded 9/01/10) - MBIA Insured 10,000 E-470 Public Highway Authority, Colorado, Toll Revenue Bonds, Series 9/10 at 41.72 AAA 2,212,000 2004B, 0.000%, 3/01/36 - MBIA Insured 1,450 Northwest Parkway Public Highway Authority, Colorado, Revenue 6/11 at 102.00 AAA 1,584,691 Bonds, Senior Series 2001A, 5.500%, 6/15/19 - AMBAC Insured 7,000 Northwest Parkway Public Highway Authority, Colorado, Revenue 6/16 at 100.00 AAA 6,285,230 Bonds, Senior Series 2001C, 0.000%, 6/15/21 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ 114,330 Total Colorado 68,058,870 ------------------------------------------------------------------------------------------------------------------------------------ DISTRICT OF COLUMBIA - 1.9% Washington Convention Center Authority, District of Columbia, Senior Lien Dedicated Tax Revenue Bonds, Series 1998: 2,500 5.250%, 10/01/15 - AMBAC Insured 10/08 at 101.00 AAA 2,591,925 36,520 4.750%, 10/01/28 - AMBAC Insured 10/08 at 100.00 AAA 36,754,456 ------------------------------------------------------------------------------------------------------------------------------------ 39,020 Total District of Columbia 39,346,381 ------------------------------------------------------------------------------------------------------------------------------------ Florida - 2.3% 4,000 Escambia County Health Facilities Authority, Florida, Revenue Bonds, 11/12 at 101.00 AA 4,373,480 Ascension Health Credit Group, Series 2002C, 5.750%, 11/15/32 10,000 Florida State Board of Education, Public Education Capital Outlay 6/15 at 101.00 AAA 10,034,400 Bonds, Series 2005E, 4.500%, 6/01/35 1,750 Hillsborough County Industrial Development Authority, Florida, 10/16 at 100.00 A3 1,855,140 Hospital Revenue Bonds, Tampa General Hospital, Series 2006, 5.250%, 10/01/41 10,690 Jacksonville, Florida, Better Jacksonville Sales Tax Revenue Bonds, 10/11 at 100.00 AAA 11,068,319 Series 2001, 5.000%, 10/01/30 - AMBAC Insured 4,880 Lee County, Florida, Airport Revenue Bonds, Series 2000A, 6.000%, 10/10 at 101.00 AAA 5,308,269 10/01/32 - FSA Insured (Alternative Minimum Tax) 4,895 Orange County Health Facilities Authority, Florida, Hospital Revenue 10/09 at 101.00 A 5,197,364 Bonds, Orlando Regional Healthcare System, Series 1999E, 6.000%, 10/01/26 105 Orange County Health Facilities Authority, Florida, Hospital Revenue 10/09 at 101.00 A (3) 112,785 Bonds, Orlando Regional Healthcare System, Series 1999E, 6.000%, 10/01/26 (Pre-refunded 10/01/09) 8,250 Orange County School Board, Florida, Certificates of Participation, 8/12 at 100.00 AAA 8,585,693 Series 2002A, 5.000%, 8/01/27 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ 44,570 Total Florida 46,535,450 ------------------------------------------------------------------------------------------------------------------------------------ GEORGIA - 2.1% 10,240 Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 5/09 at 101.00 AAA 10,477,056 1999A, 5.000%, 11/01/38 - FGIC Insured 2,500 Atlanta, Georgia, Water and Wastewater Revenue Bonds, Series 5/12 at 100.00 AAA 2,600,425 2001A, 5.000%, 11/01/33 - MBIA Insured 4,000 Augusta, Georgia, Water and Sewerage Revenue Bonds, Series 2004, 10/14 at 100.00 AAA 4,315,160 5.250%, 10/01/39 - FSA Insured 500 Coffee County Hospital Authority, Georgia, Revenue Anticipation No Opt. Call AAA 500,985 Certificates, Coffee Regional Medical Center Inc., Series 1997A, 6.250%, 12/01/06 (ETM) 21,100 Coffee County Hospital Authority, Georgia, Revenue Anticipation 12/06 at 102.00 AAA 21,575,594 Certificates, Coffee Regional Medical Center Inc., Series 1997A, 6.750%, 12/01/26 (Pre-refunded 12/01/06 16 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ GEORGIA (continued) $ 2,250 Royston Hospital Authority, Georgia, Revenue Anticipation 7/09 at 102.00 N/R $ 2,329,133 Certificates, Ty Cobb Healthcare System Inc., Series 1999, 6.500%, 7/01/27 ------------------------------------------------------------------------------------------------------------------------------------ 40,590 Total Georgia 41,798,353 ------------------------------------------------------------------------------------------------------------------------------------ HAWAII - 1.1% 7,500 Hawaii, General Obligation Bonds, Series 2003DA, 5.250%, 9/01/23 - 9/13 at 100.00 AAA 8,134,575 MBIA Insured 12,325 Honolulu City and County, Hawaii, General Obligation Bonds, Series 3/13 at 100.00 AAA 13,153,856 2003A, 5.250%, 3/01/28 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ 19,825 Total Hawaii 21,288,431 ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 10.9% 2,060 Aurora, Illinois, Golf Course Revenue Bonds, Series 2000, 1/10 at 100.00 A+ 2,196,125 6.375%, 1/01/20 2,425 Chicago Board of Education, Illinois, Unlimited Tax General 12/07 at 102.00 AAA 2,508,978 Obligation Bonds, Dedicated Tax Revenues, Series 1997A, 5.250%, 12/01/22 - AMBAC Insured 15,000 Chicago Board of Education, Illinois, Unlimited Tax General Obligation No Opt. Call AAA 6,815,850 Bonds, Dedicated Tax Revenues, Series 1998B-1, 0.000%, 12/01/24 - FGIC Insured 1,125 Chicago Greater Metropolitan Sanitary District, Illinois, General No Opt. Call Aaa 1,230,683 Obligation Capital Improvement Bonds, Series 1991, 7.000%, 1/01/11 (ETM) 5,000 Chicago Housing Authority, Illinois, Revenue Bonds, Capital Fund 7/12 at 100.00 AA (3) 5,444,350 Program, Series 2001, 5.375%, 7/01/18 (Pre-refunded 7/01/12) 285 Chicago, Illinois, General Obligation Bonds, Series 2002A, 5.625%, 7/12 at 100.00 AAA 311,277 1/01/39 - AMBAC Insured 9,715 Chicago, Illinois, General Obligation Bonds, Series 2002A, 5.625%, 7/12 at 100.00 AAA 10,722,640 1/01/39 (Pre-refunded 7/01/12) - AMBAC Insured 2,575 Chicago, Illinois, Second Lien Passenger Facility Charge Revenue 1/11 at 101.00 AAA 2,657,941 Bonds, O'Hare International Airport, Series 2001C, 5.100%, 1/01/26 - AMBAC Insured (Alternative Minimum Tax) 3,020 Cook County High School District 209, Proviso Township, Illinois, 12/16 at 100.00 AAA 3,069,286 General Obligation Bonds, Series 2004, 0.000%, 12/01/19 - FSA Insured 385 DuPage County Community School District 200, Wheaton, Illinois, 11/13 at 100.00 Aaa 418,661 General Obligation Bonds, Series 2003B, 5.250%, 11/01/20 - FSA Insured 1,615 DuPage County Community School District 200, Wheaton, Illinois, 11/13 at 100.00 Aaa 1,775,660 General Obligation Bonds, Series 2003B, 5.250%, 11/01/20 (Pre-refunded 11/01/13) - FSA Insured 5,000 Illinois Development Finance Authority, Gas Supply Revenue Bonds, 11/13 at 101.00 AAA 5,143,400 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 Program No Opt. Call Aaa 16,904,332 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 Program No Opt. Call Aaa 1,079,190 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, Chicago 12/21 at 100.00 BBB 3,342,752 Charter School Foundation, Series 2002A, 6.250%, 12/01/32 8,000 Illinois Development Finance Authority, Revenue Bonds, Illinois 9/11 at 100.00 AAA 8,416,720 Wesleyan University, Series 2001, 5.125%, 9/01/35 - AMBAC Insured 5,000 Illinois Finance Authority, Revenue Bonds, Northwestern Memorial 8/14 at 100.00 AA+ 5,490,350 Hospital, Series 2004A, 5.500%, 8/15/43 15,000 Illinois Health Facilities Authority, Revenue Bonds, Condell Medical 5/10 at 101.00 Baa2 16,152,750 Center, Series 2000, 6.500%, 5/15/30 15,000 Illinois Health Facilities Authority, Revenue Bonds, Edward Hospital 2/11 at 101.00 AAA 15,763,350 Obligated Group, Series 2001B, 5.250%, 2/15/34 - FSA Insured 8,145 Illinois Health Facilities Authority, Revenue Bonds, Sherman Health 8/07 at 101.00 AAA 8,299,266 Systems, Series 1997, 5.250%, 8/01/22 - AMBAC Insured 4,350 Illinois Health Facilities Authority, Revenue Bonds, South Suburban No Opt. Call A (3) 5,226,830 Hospital, Series 1992, 7.000%, 2/15/18 (ETM) 17 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS (continued) $ 5,000 Illinois Sports Facility Authority, State Tax Supported Bonds, Series 6/15 at 101.00 AAA $ 4,596,800 2001, 0.000%, 6/15/30 - AMBAC Insured Metropolitan Pier and Exposition Authority, Illinois, Revenue Bonds, McCormick Place Expansion Project, Series 1992A: 18,955 0.000%, 6/15/17 - FGIC Insured No Opt. Call AAA 12,278,291 12,830 0.000%, 6/15/18 - FGIC Insured No Opt. Call AAA 7,941,642 Metropolitan Pier and Exposition Authority, Illinois, Revenue Bonds, McCormick Place Expansion Project, Series 1994B: 7,250 0.000%, 6/15/18 - MBIA Insured No Opt. Call AAA 4,487,678 3,385 0.000%, 6/15/21 - MBIA Insured No Opt. Call AAA 1,822,349 5,190 0.000%, 6/15/28 - MBIA Insured No Opt. Call AAA 2,064,167 11,300 0.000%, 6/15/29 - FGIC Insured No Opt. Call AAA 4,306,543 Metropolitan Pier and Exposition Authority, Illinois, Revenue Bonds, McCormick Place Expansion Project, Series 2002A: 10,000 0.000%, 6/15/24 - MBIA Insured 6/22 at 101.00 AAA 6,643,900 21,375 0.000%, 6/15/34 - MBIA Insured No Opt. Call AAA 6,443,066 21,000 0.000%, 12/15/35 - MBIA Insured No Opt. Call AAA 5,898,900 20,000 0.000%, 6/15/36 - MBIA Insured No Opt. Call AAA 5,452,400 22,370 0.000%, 6/15/39 - MBIA Insured No Opt. Call AAA 5,300,572 8,460 5.250%, 6/15/42 - MBIA Insured 6/12 at 101.00 AAA 9,078,511 Metropolitan Pier and Exposition Authority, Illinois, Revenue Refunding Bonds, McCormick Place Expansion Project, Series 1996A: 16,550 0.000%, 12/15/21 - MBIA Insured No Opt. Call AAA 8,723,174 1,650 5.250%, 6/15/27 - AMBAC Insured 12/06 at 102.00 AAA 1,684,749 Metropolitan Pier and Exposition Authority, Illinois, Revenue Refunding Bonds, McCormick Place Expansion Project, Series 2002B: 3,775 0.000%, 6/15/20 - MBIA Insured 6/17 at 101.00 AAA 3,157,976 5,715 0.000%, 6/15/21 - MBIA Insured 6/17 at 101.00 AAA 4,795,628 965 Tri-City Regional Port District, Illinois, Port and Terminal No Opt. Call N/R 970,761 Facilities Revenue Refunding Bonds, Delivery Network Project, Series 2003A, 4.900%, 7/01/14 (Alternative Minimum Tax) 495 Tri-City Regional Port District, Illinois, Port and Terminal Facilities No Opt. Call N/R 502,237 Revenue Refunding Bonds, Dock 2 Enhancement Project, Series 1998B, 5.875%, 7/01/08 (Alternative Minimum Tax) 1,575 Will County Community School District 161, Summit Hill, Illinois, No Opt. Call Aaa 992,329 Capital Appreciation School Bonds, Series 1999, 0.000%, 1/01/18 - FGIC Insured 720 Will County Community School District 161, Summit Hill, Illinois, No Opt. Call Aaa 456,624 Capital Appreciation School Bonds, Series 1999, 0.000%, 1/01/18 - FGIC Insured (ETM) ------------------------------------------------------------------------------------------------------------------------------------ 335,270 Total Illinois 220,568,688 ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 4.7% 10,000 Indiana Bond Bank, State Revolving Fund Program Bonds, Series 2/13 at 101.00 AAA 10,967,800 2001A, 5.375%, 2/01/19 17,105 Indiana Health Facility Financing Authority, Hospital Revenue Bonds, 2/07 at 102.00 A+ (3) 17,559,993 Clarian Health Partners Inc., Series 1996A, 6.000%, 2/15/21 (Pre-refunded 2/15/07) 2,000 Indiana Health Facility Financing Authority, Hospital Revenue Bonds, 3/14 at 100.00 AAA 2,152,500 Deaconess Hospital Inc., Series 2004A, 5.375%, 3/01/34 - AMBAC Insured Indiana Health Facility Financing Authority, Hospital Revenue Bonds, Sisters of St. Francis Health Services Inc., Series 1997A: 255 5.125%, 11/01/17 (Pre-refunded 11/01/07) - MBIA Insured 11/07 at 102.00 AAA 263,849 595 5.125%, 11/01/17 (Pre-refunded 11/01/07) - MBIA Insured 11/07 at 102.00 AAA 615,647 3,175 5.375%, 11/01/27 (Pre-refunded 11/01/07) - MBIA Insured 11/07 at 102.00 AAA 3,292,888 7,345 5.375%, 11/01/27 (Pre-refunded 11/01/07) - MBIA Insured 11/07 at 102.00 AAA 7,617,720 20,000 Indiana Transportation Finance Authority, Highway Revenue Bonds, 6/13 at 100.00 AAA 20,964,000 Series 2003A, 5.000%, 6/01/28 - FSA Insured Indianapolis Local Public Improvement Bond Bank, Indiana, Series 1999E: 12,500 0.000%, 2/01/21 - AMBAC Insured No Opt. Call AAA 6,807,875 14,595 0.000%, 2/01/27 - AMBAC Insured No Opt. Call AAA 5,997,961 18 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ INDIANA (continued) $ 5,000 Mooresville School Building Corporation, Morgan County, Indiana, 1/09 at 102.00 AAA $ 5,230,600 First Mortgage Bonds, Series 1998, 5.000%, 7/15/15 - FSA Insured 13,100 Noblesville, Indiana, Revenue Bonds, Catholic High School 7/13 at 101.00 N/R 13,731,027 Corporation, Series 2003, 5.750%, 7/01/22 ------------------------------------------------------------------------------------------------------------------------------------ 105,670 Total Indiana 95,201,860 ------------------------------------------------------------------------------------------------------------------------------------ IOWA - 0.9% 3,500 Iowa Higher Education Loan Authority, Private College Facility 10/12 at 100.00 A (3) 3,830,925 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 7,440,020 Revenue Bonds, Series 2005C, 5.625%, 6/01/46 6,160 Iowa Tobacco Settlement Authority, Tobacco Settlement 6/11 at 101.00 AAA 6,713,353 Asset-Backed Revenue Bonds, Series 2001B, 5.600%, 6/01/35 (Pre-refunded 6/01/11) ------------------------------------------------------------------------------------------------------------------------------------ 16,660 Total Iowa 17,984,298 ------------------------------------------------------------------------------------------------------------------------------------ KANSAS - 0.5% 10,000 Kansas Department of Transportation, Highway Revenue Bonds, 3/14 at 100.00 AAA 10,665,600 Series 2004A, 5.000%, 3/01/22 ------------------------------------------------------------------------------------------------------------------------------------ KENTUCKY - 0.1% 1,755 Greater Kentucky Housing Assistance Corporation, FHA-Insured 1/07 at 100.00 AAA 1,757,159 Section 8 Mortgage Revenue Refunding Bonds, Series 1997A, 6.100%, 1/01/24 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ LOUISIANA - 2.1% 1,000 East Baton Rouge Parish, Louisiana, Revenue Refunding Bonds, 3/08 at 102.00 B2 1,005,830 Georgia Pacific Corporation Project, Series 1998, 5.350%, 9/01/11 (Alternative Minimum Tax) 5,150 Louisiana Public Facilities Authority, Hospital Revenue Bonds, 8/15 at 100.00 A+ 5,448,546 Franciscan Missionaries of Our Lady Health System, Series 2005A, 5.250%, 8/15/32 11,885 Louisiana Public Facilities Authority, Hospital Revenue Refunding 5/07 at 100.00 AAA 13,313,220 Bonds, Southern Baptist Hospital, Series 1986, 8.000%, 5/15/12 (ETM) 20,980 Tobacco Settlement Financing Corporation, Louisiana, Tobacco 5/11 at 101.00 BBB 22,345,588 Settlement Asset-Backed Bonds, Series 2001B, 5.875%, 5/15/39 ------------------------------------------------------------------------------------------------------------------------------------ 39,015 Total Louisiana 42,113,184 ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND - 0.4% 3,500 Maryland Energy Financing Administration, Revenue Bonds, AES 9/07 at 100.00 N/R 3,527,510 Warrior Run Project, Series 1995, 7.400%, 9/01/19 (Alternative Minimum Tax) 4,600 Maryland Health and Higher Educational Facilities Authority, Revenue 8/14 at 100.00 BBB+ 4,920,896 Bonds, MedStar Health, Series 2004, 5.500%, 8/15/33 ------------------------------------------------------------------------------------------------------------------------------------ 8,100 Total Maryland 8,448,406 ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 3.7% 10,000 Massachusetts Bay Transportation Authority, Senior Sales Tax 7/12 at 100.00 AAA 10,719,300 Revenue Refunding Bonds, Series 2002A, 5.000%, 7/01/32 (Pre-refunded 7/01/12) 1,720 Massachusetts Development Finance Agency, Resource Recovery 12/08 at 102.00 BBB 1,768,040 Revenue Bonds, Ogden Haverhill Associates, Series 1998B, 5.100%, 12/01/12 (Alternative Minimum Tax) 4,340 Massachusetts Health and Educational Facilities Authority, Revenue 11/11 at 101.00 AA 4,560,949 Bonds, Cape Cod Health Care Inc., Series 2001C, 5.250%, 11/15/31 - RAAI Insured Massachusetts Health and Educational Facilities Authority, Revenue Bonds, Northern Berkshire Community Services Inc., Series 2004B: 1,340 6.250%, 7/01/24 7/14 at 100.00 BB- 1,429,217 1,000 6.375%, 7/01/34 7/14 at 100.00 BB- 1,061,230 Massachusetts Turnpike Authority, Metropolitan Highway System Revenue Bonds, Senior Series 1997A: 10,000 5.000%, 1/01/27 - MBIA Insured 1/07 at 102.00 AAA 10,207,100 22,440 5.000%, 1/01/37 - MBIA Insured 1/07 at 102.00 AAA 22,926,275 19 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS (continued) $ 8,000 Massachusetts Turnpike Authority, Metropolitan Highway System 1/07 at 102.00 AAA $ 8,174,480 Revenue Bonds, Subordinate Series 1997B, 5.125%, 1/01/37 - MBIA Insured 7,405 Massachusetts Turnpike Authority, Metropolitan Highway System 1/09 at 101.00 AAA 7,620,560 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 1,879,273 Program Bonds, Series 6, 5.500%, 8/01/30 (Pre-refunded 8/01/10) 4,250 Massachusetts Water Pollution Abatement Trust, Pooled Loan 8/10 at 101.00 AAA 4,547,713 Program Bonds, Series 6, 5.500%, 8/01/30 ------------------------------------------------------------------------------------------------------------------------------------ 72,245 Total Massachusetts 74,894,137 ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 4.7% 6,000 Dearborn Hospital Finance Authority, Michigan, Hospital Revenue 2/07 at 100.00 AAA 6,006,180 Refunding Bonds, Oakwood Obligated Group, Series 1994A, 5.250%, 8/15/21 - MBIA Insured 10,300 Detroit Local Development Finance Authority, Michigan, Tax 5/09 at 101.00 BB- 9,994,914 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 5,050,200 Revenue Bonds, Series 2006D, 4.625%, 7/01/32 - FSA Insured 14,000 Detroit, Michigan, Second Lien Sewerage Disposal System Revenue 7/15 at 100.00 AAA 14,758,940 Bonds, Series 2005A, 5.000%, 7/01/35 - MBIA Insured 5,240 Michigan Municipal Bond Authority, Clean Water Revolving Fund 10/12 at 100.00 AAA 5,654,903 Revenue Refunding Bonds, Series 2002, 5.250%, 10/01/19 Michigan Municipal Bond Authority, Public School Academy Revenue Bonds, Detroit Academy of Arts and Sciences Charter School, Series 2001A: 1,500 7.500%, 10/01/12 10/09 at 102.00 Ba1 1,556,100 5,000 7.900%, 10/01/21 10/09 at 102.00 Ba1 5,336,600 3,500 8.000%, 10/01/31 10/09 at 102.00 Ba1 3,728,375 22,235 Michigan State Hospital Finance Authority, Hospital Revenue Bonds, 8/08 at 101.00 BB- 22,506,045 Detroit Medical Center Obligated Group, Series 1998A, 5.250%, 8/15/28 Michigan State Hospital Finance Authority, Revenue Refunding Bonds, Detroit Medical Center Obligated Group, Series 1993A: 1,000 6.250%, 8/15/13 2/07 at 100.00 BB- 1,000,570 12,925 6.500%, 8/15/18 2/07 at 100.00 BB- 12,933,918 7,200 Michigan Strategic Fund, Limited Obligation Resource Recovery 12/12 at 100.00 AAA 7,614,000 Revenue Refunding Bonds, Detroit Edison Company, Series 2002D, 5.250%, 12/15/32 - XLCA Insured ------------------------------------------------------------------------------------------------------------------------------------ 93,900 Total Michigan 96,140,745 ------------------------------------------------------------------------------------------------------------------------------------ MINNESOTA - 0.1% 1,750 Breckenridge, Minnesota, Revenue Bonds, Catholic Health Initiatives, 5/14 at 100.00 AA 1,842,155 Series 2004A, 5.000%, 5/01/30 390 Minnesota Housing Finance Agency, Rental Housing Bonds, Series 2/07 at 100.00 AAA 392,106 1995D, 5.900%, 8/01/15 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ 2,140 Total Minnesota 2,234,261 ------------------------------------------------------------------------------------------------------------------------------------ MISSOURI - 2.7% 40,000 Missouri Health and Educational Facilities Authority, Revenue Bonds, 5/13 at 100.00 AA 42,334,395 BJC Health System, Series 2003, 5.250%, 5/15/32 2,000 Missouri-Illinois Metropolitan District Bi-State Development Agency, 10/13 at 100.00 AAA 2,104,300 Mass Transit Sales Tax Appropriation Bonds, Metrolink Cross County Extension Project, Series 2002B, 5.000%, 10/01/32 - FSA Insured 4,000 Sugar Creek, Missouri, Industrial Development Revenue Bonds, 6/13 at 101.00 BBB 4,185,360 Lafarge North America Inc., Series 2003A, 5.650%, 6/01/37 (Alternative Minimum Tax) 20 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ MISSOURI (continued) West Plains Industrial Development Authority, Missouri, Hospital Facilities Revenue Bonds, Ozark Medical Center, Series 1997: $ 1,750 5.500%, 11/15/12 11/07 at 101.00 BB $ 1,775,568 1,000 5.600%, 11/15/17 11/07 at 101.00 BB 1,010,250 3,075 West Plains Industrial Development Authority, Missouri, Hospital 11/09 at 101.00 BB 3,215,989 Facilities Revenue Bonds, Ozark Medical Center, Series 1999, 6.750%, 11/15/24 ------------------------------------------------------------------------------------------------------------------------------------ 51,825 Total Missouri 54,625,862 ------------------------------------------------------------------------------------------------------------------------------------ MONTANA - 0.2% 3,750 Forsyth, Rosebud County, Montana, Pollution Control Revenue 3/13 at 101.00 AAA 3,941,063 Refunding Bonds, Puget Sound Energy, Series 2003A, 5.000%, 3/01/31 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ NEVADA - 2.0% 2,500 Carson City, Nevada, Hospital Revenue Bonds, Carson-Tahoe Hospital, 9/13 at 100.00 AA 2,611,075 Series 2003A, 5.125%, 9/01/29 - RAAI Insured Director of Nevada State Department of Business and Industry, Revenue Bonds, Las Vegas Monorail Project, First Tier, Series 2000: 15,095 0.000%, 1/01/24 - AMBAC Insured No Opt. Call AAA 7,043,478 11,000 0.000%, 1/01/25 - AMBAC Insured No Opt. Call AAA 4,892,360 2,000 5.625%, 1/01/32 - AMBAC Insured 1/10 at 102.00 AAA 2,143,940 22,010 5.375%, 1/01/40 - AMBAC Insured 1/10 at 100.00 AAA 22,940,363 ------------------------------------------------------------------------------------------------------------------------------------ 52,605 Total Nevada 39,631,216 ------------------------------------------------------------------------------------------------------------------------------------ NEW JERSEY - 5.6% 23,625 New Jersey Economic Development Authority, Special Facilities 9/09 at 101.00 B 24,436,283 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 9,598,680 Revenue Bonds, Continental Airlines Inc., Series 2000, 7.000%, 11/15/30 (Alternative Minimum Tax) New Jersey Health Care Facilities Financing Authority, Revenue Bonds, Trinitas Hospital Obligated Group, Series 2000: 250 7.375%, 7/01/15 7/10 at 101.00 BBB- 280,790 11,200 7.500%, 7/01/30 7/10 at 101.00 BBB- 12,516,896 7,500 New Jersey Transportation Trust Fund Authority, Transportation 6/13 at 100.00 AAA 8,331,225 System Bonds, Series 2003C, 5.500%, 6/15/24 (Pre-refunded 6/15/13) New Jersey Transportation Trust Fund Authority, Transportation System Bonds, Series 2006C: 30,000 0.000%, 12/15/31 - FGIC Insured No Opt. Call AAA 10,251,900 27,000 0.000%, 12/15/32 - FSA Insured No Opt. Call AAA 8,795,790 310 New Jersey Turnpike Authority, Revenue Bonds, Series 1991C, No Opt. Call AAA 364,641 6.500%, 1/01/16 - MBIA Insured New Jersey Turnpike Authority, Revenue Bonds, Series 1991C: 105 6.500%, 1/01/16 - MBIA Insured (ETM) No Opt. Call AAA 123,429 1,490 6.500%, 1/01/16 - MBIA Insured (ETM) No Opt. Call AAA 1,751,510 26,680 Tobacco Settlement Financing Corporation, New Jersey, Tobacco 6/12 at 100.00 BBB 28,969,676 Settlement Asset-Backed Bonds, Series 2002, 6.125%, 6/01/42 Tobacco Settlement Financing Corporation, New Jersey, Tobacco Settlement Asset-Backed Bonds, Series 2003: 1,000 6.125%, 6/01/24 6/13 at 100.00 BBB 1,090,170 7,125 6.250%, 6/01/43 6/13 at 100.00 BBB 7,881,746 ------------------------------------------------------------------------------------------------------------------------------------ 145,285 Total New Jersey 114,392,736 ------------------------------------------------------------------------------------------------------------------------------------ NEW MEXICO - 0.6% 1,500 University of New Mexico, Revenue Refunding Bonds, Series 1992A, No Opt. Call AA 1,774,080 6.000%, 6/01/21 9,600 University of New Mexico, Subordinate Lien Revenue Refunding and 6/12 at 100.00 AA 9,971,136 Improvement Bonds, Series 2002A, 5.000%, 6/01/32 ------------------------------------------------------------------------------------------------------------------------------------ 11,100 Total New Mexico 11,745,216 ------------------------------------------------------------------------------------------------------------------------------------ 21 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 13.3% $ 8,500 Dormitory Authority of the State of New York, FHA-Insured Mortgage 2/14 at 100.00 AAA $ 8,945,230 Revenue Bonds, Kaleida Health, Series 2004, 5.050%, 2/15/25 445 Dormitory Authority of the State of New York, Improvement Revenue 8/09 at 101.00 AA- 461,287 Bonds, Mental Health Services Facilities, Series 1999D, 5.250%, 2/15/29 Dormitory Authority of the State of New York, Improvement Revenue Bonds, Mental Health Services Facilities, Series 1999D: 65 5.250%, 2/15/29 (Pre-refunded 8/15/09) 8/09 at 101.00 AA- (3) 68,557 6,490 5.250%, 2/15/29 (Pre-refunded 8/15/09) 8/09 at 101.00 AA- (3) 6,845,198 5,200 Dormitory Authority of the State of New York, New York City, Lease 5/10 at 101.00 A+ (3) 5,676,892 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, Mount 7/08 at 100.00 Ba1 2,557,100 Sinai NYU Health Obligated Group, Series 2000A, 5.500%, 7/01/26 2,625 Dormitory Authority of the State of New York, Revenue Bonds, Mount 7/08 at 100.00 Ba1 2,684,955 Sinai NYU Health, Series 2000C, 5.500%, 7/01/26 5,360 East Rochester Housing Authority, New York, FHA-Insured Mortgage 8/07 at 102.00 AAA 5,544,813 Revenue Bonds, St. John's Meadows Project, Series 1997A, 5.600%, 8/01/17 - MBIA Insured 11,000 Long Island Power Authority, New York, Electric System General 6/08 at 101.00 AAA 11,402,050 Revenue Bonds, Series 1998A, 5.250%, 12/01/26 (Pre-refunded 6/01/08) - MBIA Insured 15,500 Long Island Power Authority, New York, Electric System General 9/11 at 100.00 A- (3) 16,756,120 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- 2,109,740 Revenue Bonds, Series 2006B, 5.000%, 12/01/35 10,000 New York City Industrial Development Agency, New York, Special 8/12 at 101.00 B 11,816,500 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, Water 12/14 at 100.00 AAA 5,813,500 and Sewerage System Revenue Bonds, Fiscal Series 2005B, 5.000%, 6/15/36 - FSA Insured 5 New York City, New York, General Obligation Bonds, Fiscal Series 8/08 at 100.00 AA- 5,084 1997E, 6.000%, 8/01/16 39,610 New York City, New York, General Obligation Bonds, Fiscal Series 10/07 at 101.00 Aaa 40,932,180 1997G, 6.000%, 10/15/26 (Pre-refunded 10/15/07) 9,320 New York City, New York, General Obligation Bonds, Fiscal Series 8/07 at 101.00 AA- 9,526,811 1998D, 5.500%, 8/01/10 4,075 New York City, New York, General Obligation Bonds, Fiscal Series 8/07 at 101.00 AA- (3) 4,175,571 1998D, 5.500%, 8/01/10 (Pre-refunded 8/01/07) New York City, New York, General Obligation Bonds, Fiscal Series 2003J: 4,515 5.500%, 6/01/21 6/13 at 100.00 AA- 4,926,633 2,960 5.500%, 6/01/22 6/13 at 100.00 AA- 3,224,476 New York City, New York, General Obligation Bonds, Fiscal Series 2003J: 10,485 5.500%, 6/01/21 (Pre-refunded 6/01/13) 6/13 at 100.00 A1 (3) 11,687,315 7,040 5.500%, 6/01/22 (Pre-refunded 6/01/13) 6/13 at 100.00 A1 (3) 7,847,277 New York City, New York, General Obligation Bonds, Fiscal Series 2004C: 8,000 5.250%, 8/15/24 8/14 at 100.00 AA- 8,610,400 6,000 5.250%, 8/15/25 8/14 at 100.00 AA- 6,449,520 3,335 New York Dormitory Authority, New York, FHA Insured Mortgage 8/16 at 100.00 AAA 3,487,443 Hospital Revenue Bonds, Kaleida Health, Municipal Securities Trust 7020, 6.394%, 2/15/35 (IF) 8,500 New York State Power Authority, General Revenue Bonds, Series 11/10 at 100.00 Aa2 8,960,530 2000A, 5.250%, 11/15/40 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- 10,736,900 26,190 5.500%, 6/01/18 6/12 at 100.00 AA- 28,430,555 33,810 5.500%, 6/01/19 6/13 at 100.00 AA- 37,077,396 2,500 Port Authority of New York and New Jersey, Special Project Bonds, No Opt. Call AAA 2,732,725 JFK International Air Terminal LLC, Sixth Series 1997, 6.250%, 12/01/10 - MBIA Insured (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 251,530 Total New York 269,492,758 ------------------------------------------------------------------------------------------------------------------------------------ 22 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ NORTH CAROLINA - 0.9% $ 1,500 Charlotte, North Carolina, Certificates of Participation, Governmental 6/13 at 100.00 AA+ $ 1,563,525 Facilities Projects, Series 2003G, 5.000%, 6/01/33 1,105 North Carolina Eastern Municipal Power Agency, Power System 1/07 at 102.00 AAA 1,130,923 Revenue Refunding Bonds, Series 1996A, 5.700%, 1/01/13 (Pre-refunded 1/01/07) - MBIA Insured 2,500 North Carolina Eastern Municipal Power Agency, Power System 1/13 at 100.00 BBB 2,609,850 Revenue Refunding Bonds, Series 2003D, 5.125%, 1/01/26 1,500 North Carolina Infrastructure Finance Corporation, Certificates of 2/14 at 100.00 AA+ 1,592,055 Participation, Correctional Facilities, Series 2004A, 5.000%, 2/01/20 10,000 North Carolina Municipal Power Agency 1, Catawba Electric Revenue 1/10 at 101.00 A3 10,878,700 Bonds, Series 1999B, 6.500%, 1/01/20 ------------------------------------------------------------------------------------------------------------------------------------ 16,605 Total North Carolina 17,775,053 ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 0.2% 3,000 Columbus City School District, Franklin County, Ohio, General 6/13 at 100.00 AAA 3,241,950 Obligation Bonds, Series 2003, 5.000%, 12/01/31 (Pre-refunded 6/01/13) - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ OKLAHOMA - 0.8% 15,000 Oklahoma Development Finance Authority, Revenue Bonds, St. John 2/14 at 100.00 AA 15,742,350 Health System, Series 2004, 5.125%, 2/15/31 ------------------------------------------------------------------------------------------------------------------------------------ OREGON - 0.1% 2,600 Clackamas County Hospital Facility Authority, Oregon, Revenue 5/11 at 101.00 AA- 2,743,936 Refunding Bonds, Legacy Health System, Series 2001, 5.250%, 5/01/21 ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA - 1.5% 4,500 Pennsylvania Higher Educational Facilities Authority, Revenue Bonds, 7/08 at 100.00 AA 4,530,960 University of Pennsylvania, Series 1998, 4.500%, 7/15/21 6,500 Pennsylvania Turnpike Commission, Turnpike Revenue Bonds, Series 12/14 at 100.00 AAA 7,217,275 2004A, 5.500%, 12/01/31 - AMBAC Insured 8,000 Philadelphia School District, Pennsylvania, General Obligation Bonds, 6/14 at 100.00 AAA 8,485,680 Series 2004D, 5.125%, 6/01/34 - FGIC Insured 10,075 State Public School Building Authority, Pennsylvania, Lease Revenue 6/13 at 100.00 AAA 10,566,559 Bonds, Philadelphia School District, Series 2003, 5.000%, 6/01/33 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ 29,075 Total Pennsylvania 30,800,474 ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO - 1.1% 5,450 Puerto Rico Industrial, Tourist, Educational, Medical and 6/10 at 101.00 Baa3 5,933,688 Environmental Control Facilities Financing Authority, Co-Generation Facility Revenue Bonds, Series 2000A, 6.625%, 6/01/26 (Alternative Minimum Tax) 10,000 Puerto Rico Infrastructure Financing Authority, Special Obligation 10/10 at 101.00 AAA 10,780,700 Bonds, Series 2000A, 5.500%, 10/01/40 5,000 Puerto Rico, General Obligation Bonds, Series 2000B, 5.625%, 7/01/19 - MBIA Insured 7/10 at 100.00 AAA 5,354,400 ------------------------------------------------------------------------------------------------------------------------------------ 20,450 Total Puerto Rico 22,068,788 ------------------------------------------------------------------------------------------------------------------------------------ RHODE ISLAND - 1.2% 6,250 Rhode Island Health and Educational Building Corporation, Hospital 5/07 at 102.00 AAA 6,418,250 Financing Revenue Bonds, Lifespan Obligated Group, Series 1996, 5.250%, 5/15/26 - MBIA Insured 16,000 Rhode Island Tobacco Settlement Financing Corporation, Tobacco 6/12 at 100.00 BBB 17,225,120 Settlement Asset-Backed Bonds, Series 2002A, 6.250%, 6/01/42 ------------------------------------------------------------------------------------------------------------------------------------ 22,250 Total Rhode Island 23,643,37 ------------------------------------------------------------------------------------------------------------------------------------ 23 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ SOUTH CAROLINA - 2.7% $ 7,000 Dorchester County School District 2, South Carolina, Installment 12/14 at 100.00 A $ 7,403,200 Purchase Revenue Bonds, GROWTH, Series 2004, 5.250%, 12/01/29 3,000 Myrtle Beach, South Carolina, Hospitality and Accommodation Fee 6/14 at 100.00 AAA 3,145,440 Revenue Bonds, Series 2004A, 5.000%, 6/01/36 - FGIC Insured 8,475 Piedmont Municipal Power Agency, South Carolina, Electric Revenue 12/06 at 100.00 BBB 8,476,526 Refunding Bonds, Series 1986, 5.000%, 1/01/25 20,750 South Carolina JOBS Economic Development Authority, Economic 11/12 at 100.00 A- 22,215,365 Development Revenue Bonds, Bon Secours Health System Inc., Series 2002A, 5.625%, 11/15/30 8,000 South Carolina JOBS Economic Development Authority, Hospital 12/10 at 102.00 Baa2 (3) 9,263,280 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 System 3/14 at 100.00 AAA 4,424,359 Revenue Bonds, Series 2003B, 5.000%, 3/01/38 - MBIA Insured 110 Tobacco Settlement Revenue Management Authority, South Carolina, 5/11 at 101.00 BBB 117,550 Tobacco Settlement Asset-Backed Bonds, Series 2001B, 6.000%, 5/15/22 ------------------------------------------------------------------------------------------------------------------------------------ 51,550 Total South Carolina 55,045,720 ------------------------------------------------------------------------------------------------------------------------------------ TENNESSEE - 0.3% Knox County Health, Educational and Housing Facilities Board, Tennessee, Hospital Revenue Bonds, Baptist Health System of East Tennessee Inc., Series 2002: 3,000 6.375%, 4/15/22 4/12 at 101.00 Baa3 3,292,140 2,605 6.500%, 4/15/31 4/12 at 101.00 Baa3 2,887,590 ------------------------------------------------------------------------------------------------------------------------------------ 5,605 Total Tennessee 6,179,730 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 5.9% 13,000 Alliance Airport Authority, Texas, Special Facilities Revenue Bonds, 12/06 at 100.00 CCC+ 13,260,000 American Airlines Inc., Series 1990, 7.500%, 12/01/29 (Alternative Minimum Tax) 5,440 Austin, Texas, Combined Utility System Revenue Bonds, Series No Opt. Call AAA 5,928,131 1992A, 12.500%, 11/15/07 - MBIA Insured (ETM) 18,825 Austin, Texas, Combined Utility System Revenue Bonds, Series No Opt. Call AAA 20,502,496 1992A, 12.500%, 11/15/07 - MBIA Insured 5,110 Brazos River Authority, Texas, Pollution Control Revenue Refunding 4/13 at 101.00 Baa2 5,977,525 Bonds, TXU Electric Company, Series 1999C, 7.700%, 3/01/32 (Alternative Minimum Tax) 4,000 Central Texas Regional Mobility Authority, Travis and Williamson 1/15 at 100.00 AAA 4,192,280 Counties, Toll Road Revenue Bonds, Series 2005, 5.000%, 1/01/35 - FGIC Insured 2,700 Harris County-Houston Sports Authority, Texas, Senior Lien Revenue 11/11 at 100.00 AAA 2,870,316 Bonds, Series 2001G, 5.250%, 11/15/30 - MBIA Insured 23,875 Houston, Texas, Hotel Occupancy Tax and Special Revenue Bonds, No Opt. Call AAA 8,759,260 Convention and Entertainment Project, Series 2001B, 0.000%, 9/01/29 - AMBAC Insured 10,045 Houston, Texas, Subordinate Lien Airport System Revenue Bonds, 7/10 at 100.00 AAA 10,717,915 Series 2000A, 5.875%, 7/01/16 - FSA Insured (Alternative Minimum Tax) Irving Independent School District, Texas, Unlimited Tax School Building Bonds, Series 1997: 5,685 0.000%, 2/15/10 No Opt. Call AAA 5,032,703 3,470 0.000%, 2/15/11 No Opt. Call AAA 2,953,907 5,000 Kerrville Health Facilities Development Corporation, Texas, Revenue No Opt. Call BBB- 5,250,900 Bonds, Sid Peterson Memorial Hospital Project, Series 2005, 5.375%, 8/15/35 22,060 Leander Independent School District, Williamson and Travis Counties, 8/09 at 31.45 AAA 6,169,079 Texas, Unlimited Tax School Building and Refunding Bonds, Series 2000, 0.000%, 8/15/27 6,000 Matagorda County Navigation District 1, Texas, Revenue Bonds, 4/08 at 102.00 BBB- 6,382,740 Reliant Energy Inc., Series 1999C, 8.000%, 5/01/29 5,000 Port Corpus Christi Industrial Development Corporation, Texas, 5/07 at 102.00 BBB- 5,173,450 Environmental Facilities Revenue Bonds, Citgo Petroleum Corporation, Series 2003, 8.250%, 11/01/31 (Alternative Minimum Tax) 24 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ TEXAS (continued) $ 5,000 Port Corpus Christi Industrial Development Corporation, Texas, 4/08 at 102.00 BBB- $ 5,172,550 Revenue Refunding Bonds, Valero Refining and Marketing Company, Series 1997A, 5.400%, 4/01/18 5,000 Richardson Hospital Authority, Texas, Revenue Bonds, Richardson 12/13 at 100.00 BBB 5,477,650 Regional Medical Center, Series 2004, 6.000%, 12/01/34 2,000 Sabine River Authority, Texas, Pollution Control Revenue Refunding 7/13 at 101.00 Baa2 2,155,260 Bonds, TXU Electric Company, Series 2003A, 5.800%, 7/01/22 3,000 San Antonio, Texas, Water System Revenue Bonds, Series 2005, 5/15 at 100.00 AAA 3,066,510 4.750%, 5/15/37 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ 145,210 Total Texas 119,042,672 ------------------------------------------------------------------------------------------------------------------------------------ UTAH - 0.8% 1,655 Intermountain Power Agency, Utah, Power Supply Revenue Refunding 7/07 at 102.00 AAA 1,711,518 Bonds, Series 1997B, 5.750%, 7/01/19 (Pre-refunded 7/01/07) - MBIA Insured 3,345 Intermountain Power Agency, Utah, Power Supply Revenue Refunding 7/07 at 102.00 AAA 3,455,385 Bonds, Series 1997B, 5.750%, 7/01/19 - MBIA Insured 1,850 Utah Housing Finance Agency, Single Family Mortgage Bonds, Series 1/10 at 101.50 Aaa 1,895,714 1998G-2, Class I, 5.200%, (Alternative Minimum Tax) 3,700 Utah State Board of Regents, Utah State University, Revenue Bonds, 4/14 at 100.00 AAA 3,885,629 Series 2004, 5.000%, 4/01/35 - MBIA Insured 5,810 Utah Water Finance Agency, Revenue Bonds, Pooled Loan Financing 10/12 at 100.00 Aaa 6,214,318 Program, Series 2002C, 5.250%, 10/01/28 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ 16,360 Total Utah 17,162,564 ------------------------------------------------------------------------------------------------------------------------------------ VIRGIN ISLANDS - 0.1% 2,500 Virgin Islands Public Finance Authority, Revenue Bonds, Refinery 1/14 at 100.00 BBB 2,768,100 Project - Hovensa LLC, Series 2003, 6.125%, 7/01/22 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ VIRGINIA - 1.4% 4,125 Metropolitan Washington D.C. Airports Authority, Airport System 10/12 at 100.00 AAA 4,521,165 Revenue Bonds, Series 2002A, 5.750%, 10/01/16 - FGIC Insured (Alternative Minimum Tax) 15,000 Pocahontas Parkway Association, Virginia, Senior Lien Revenue Bonds, 8/08 at 28.38 AAA 3,991,050 Route 895 Connector Toll Road, Series 1998A, 0.000%, 8/15/30 (Pre-refunded 8/15/08) Pocahontas Parkway Association, Virginia, Senior Lien Revenue Bonds, Route 895 Connector Toll Road, Series 1998B: 19,400 0.000%, 8/15/33 (Pre-refunded 8/15/08) 8/08 at 23.55 AAA 4,283,326 60,500 0.000%, 8/15/35 (Pre-refunded 8/15/08) 8/08 at 20.95 AAA 11,879,780 3,245 Virginia Housing Development Authority, Multifamily Housing Bonds, 1/08 at 102.00 AA+ 3,344,200 Series 1997E, 5.600%, 11/01/17 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 102,270 Total Virginia 28,019,521 ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON - 2.5% 6,400 Cowlitz County Public Utilities District 1, Washington, Electric 9/14 at 100.00 AAA 6,710,080 Production Revenue Bonds, Series 2004, 5.000%, 9/01/34 - FGIC Insured 12,500 Energy Northwest, Washington, Electric Revenue Refunding Bonds, 7/12 at 100.00 AAA 13,953,500 Columbia Generating Station - Nuclear Project 2, Series 2002B, 6.000%, 7/01/18 - AMBAC Insured 4,000 Energy Northwest, Washington, Electric Revenue Refunding Bonds, 7/13 at 100.00 AAA 4,388,280 Nuclear Project 3, Series 2003A, 5.500%, 7/01/17 - XLCA Insured 8,200 Washington Public Power Supply System, Revenue Refunding Bonds, No Opt. Call Aaa 6,057,176 Nuclear Project 3, Series 1989B, 0.000%, 7/01/14 5,000 Washington State Healthcare Facilities Authority, Revenue Bonds, 10/16 at 100.00 AAA 5,056,550 Providence Health Care Services, Series 2006A, 4.625%, 10/01/34 - FGIC Insured 4,115 Washington State Tobacco Settlement Authority, Tobacco Settlement 6/13 at 100.00 BBB 4,602,051 Asset-Backed Revenue Bonds, Series 2002, 6.625%, 6/01/32 25 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON (continued) Washington State, Motor Vehicle Fuel Tax General Obligation Bonds, Series 2002-03C: $ 9,000 0.000%, 6/01/29 - MBIA Insured No Opt. Call AAA $ 3,338,370 16,195 0.000%, 6/01/30 - MBIA Insured No Opt. Call AAA 5,749,225 ------------------------------------------------------------------------------------------------------------------------------------ 65,410 Total Washington 49,855,232 ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 2.6% Badger Tobacco Asset Securitization Corporation, Wisconsin, Tobacco Settlement Asset-Backed Bonds, Series 2002: 8,000 6.125%, 6/01/27 6/12 at 100.00 BBB 8,649,520 12,240 6.375%, 6/01/32 6/12 at 100.00 BBB 13,377,218 6,000 Milwaukee Redevelopment Authority, Wisconsin, Lease Revenue 8/13 at 100.00 AAA 6,379,800 Bonds, Public Schools, Series 2003A, 5.125%, 8/01/22 - AMBAC Insured 12,305 Wisconsin Health and Educational Facilities Authority, Revenue 8/07 at 102.00 AAA 12,674,642 Bonds, Aurora Healthcare Inc., Series 1997, 5.250%, 8/15/27 - MBIA Insured 6,000 Wisconsin Health and Educational Facilities Authority, Revenue 9/13 at 100.00 A- 6,505,980 Bonds, Franciscan Sisters of Christian Charity Healthcare Ministry, Series 2003A, 5.875%, 9/01/33 1,000 Wisconsin Health and Educational Facilities Authority, Revenue 2/16 at 100.00 BBB+ 1,049,250 Bonds, Marshfield Clinic, Series 2006A, 5.000%, 2/15/17 3,750 Wisconsin Health and Educational Facilities Authority, Revenue 2/12 at 101.00 A- 4,052,025 Bonds, Wheaton Franciscan Services Inc., Series 2002, 5.750%, 8/15/30 ------------------------------------------------------------------------------------------------------------------------------------ 49,295 Total Wisconsin 52,688,435 ------------------------------------------------------------------------------------------------------------------------------------ $ 2,283,654 Total Long-Term Investments (cost $1,821,162,019) - 98.7% 1,998,169,685 =============----------------------------------------------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS - 0.2% 5,000 New York City Municipal Water Finance Authority, New York, Water A-1+ 5,000,000 and Sewerage System Revenue Bonds, Variable Rate Demand Obligations, Fiscal Series 1994C, 3.620%, 6/15/23 - FGIC Insured (4) ------------------------------------------------------------------------------------------------------------------------------------ $ 5,000 Total Short-Term Investments (cost $5,000,000) 5,000,000 =============----------------------------------------------------------------------------------------------------------------------- Total Investments (cost $1,826,162,019) - 98.9% 2,003,169,685 -------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.1% 22,794,478 -------------------------------------------------------------------------------------------------------------------- Net Assets - 100% $2,025,964,163 ==================================================================================================================== (1) 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. (2) Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. Ratings below BBB by Standard & Poor's Group or Baa by Moody's Investor Service, Inc. are considered to be below investment grade. (3) 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. (4) Investment has a maturity of more than one year, but has variable rate and demand features which qualify it as a short-term investment. The rate disclosed is that in effect at the end of the reporting period. This rate changes periodically based on market conditions or a specified market index. N/R Not rated. WI/DD Purchased on a when-issued or delayed delivery basis. (ETM) Escrowed to maturity. (IF) Inverse floating rate investment. See accompanying notes to financial statements. 26 Nuveen Municipal Income Fund, Inc. (NMI) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALABAMA - 0.8% $ 690 Phenix City Industrial Development Board, Alabama, Environmental 5/12 at 100.00 BBB $ 742,923 Improvement Revenue Bonds, MeadWestvaco Corporation, Series 2002A, 6.350%, 5/15/35 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 21.3% 5,530 Adelanto School District, San Bernardino County, California, General No Opt. Call AAA 2,908,338 Obligation Bonds, Series 1997A, 0.000%, 9/01/22 - MBIA Insured Brea Olinda Unified School District, California, General Obligation Bonds, Series 1999A: 2,000 0.000%, 8/01/21 - FGIC Insured No Opt. Call AAA 1,066,280 2,070 0.000%, 8/01/22 - FGIC Insured No Opt. Call AAA 1,052,657 2,120 0.000%, 8/01/23 - FGIC Insured No Opt. Call AAA 1,027,691 1,000 California Health Facilities Financing Authority, Revenue Bonds, 4/16 at 100.00 A+ 1,066,510 Kaiser Permanante System, Series 2006, 5.250%, 4/01/39 3,000 California State Public Works Board, Lease Revenue Bonds, 6/14 at 100.00 A 3,159,360 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+ 1,027,540 Bonds, Daughters of Charity Health System, Series 2005A, 5.000%, 7/01/39 500 California, General Obligation Bonds, Series 2004, 5.200%, 4/01/26 4/14 at 100.00 A+ 536,735 1,000 California, General Obligation Bonds, Series 2005, 5.000%, 3/01/27 3/16 at 100.00 A+ 1,063,180 1,150 Foothill/Eastern Transportation Corridor Agency, California, Toll 1/07 at 100.00 AAA 1,154,853 Road Revenue Bonds, Series 1995A, 6.000%, 1/01/34 (Pre-refunded 1/01/07) 3,000 Golden State Tobacco Securitization Corporation, California, Tobacco 6/13 at 100.00 BBB 3,423,870 Settlement Asset-Backed Bonds, Series 2003A-1, 6.750%, 6/01/39 500 Lake Elsinore Public Finance Authority, California, Local Agency 10/13 at 102.00 N/R 547,945 Revenue Refunding Bonds, Series 2003H, 6.375%, 10/01/33 1,000 Vernon, California, Electric System Revenue Bonds, Malburg 4/08 at 100.00 Aaa 1,026,850 Generating Station Project, Series 2003C, 5.375%, 4/01/18 (Pre-refunded 4/01/08) ------------------------------------------------------------------------------------------------------------------------------------ 23,870 Total California 19,061,809 ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 6.4% 840 Colorado Educational and Cultural Facilities Authority, Charter School 7/12 at 100.00 BBB 881,815 Revenue Bonds, Douglas County School District RE-1 - DCS Montessori School, Series 2002A, 6.000%, 7/15/22 460 Colorado Educational and Cultural Facilities Authority, Charter School 8/11 at 100.00 AAA 532,165 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 School 6/11 at 100.00 Ba1 (3) 1,145,640 Revenue Bonds, Weld County School District 6 - Frontier Academy, Series 2001, 7.375%, 6/01/31 (Pre-refunded 6/01/11) 1,000 Colorado Health Facilities Authority, Revenue Bonds, Evangelical 6/16 at 100.00 A- 1,029,820 Lutheran Good Samaritan Society, Series 2005, 5.000%, 6/01/35 2,000 Denver City and County, Colorado, Airport System Revenue Refunding 11/10 at 100.00 AAA 2,163,660 Bonds, Series 2000A, 6.000%, 11/15/16 - AMBAC Insured (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 5,300 Total Colorado 5,753,100 ------------------------------------------------------------------------------------------------------------------------------------ CONNECTICUT - 2.2% 1,480 Capitol Region Education Council, Connecticut, Revenue Bonds, 4/07 at 101.00 BBB 1,497,671 Series 1995, 6.750%, 10/15/15 500 Eastern Connecticut Resource Recovery Authority, Solid Waste 1/07 at 100.00 BBB 502,400 Revenue Bonds, Wheelabrator Lisbon Project, Series 1993A, 5.500%, 1/01/14 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 1,980 Total Connecticut 2,000,071 ------------------------------------------------------------------------------------------------------------------------------------ 27 Nuveen Municipal Income Fund, Inc. (NMI) (continued) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA - 2.3% $ 170 Dade County Industrial Development Authority, Florida, Revenue 12/06 at 101.50 N/R $ 172,640 Bonds, Miami Cerebral Palsy Residential Services Inc., Series 1995, 8.000%, 6/01/22 1,250 Martin County Industrial Development Authority, Florida, Industrial 12/06 at 100.00 BB+ 1,254,600 Development Revenue Bonds, Indiantown Cogeneration LP, Series 1994A, 7.875%, 12/15/25 (Alternative Minimum Tax) 600 Martin County Industrial Development Authority, Florida, Industrial 12/06 at 100.00 BB+ 602,526 Development Revenue Refunding Bonds, Indiantown Cogeneration LP, Series 1995B, 8.050%, 12/15/25 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 2,020 Total Florida 2,029,766 ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 9.9% 1,400 Chicago, Illinois, Tax Increment Allocation Bonds, Irving/Cicero 1/09 at 100.00 N/R 1,469,454 Redevelopment Project, Series 1998, 7.000%, 1/01/14 Illinois Development Finance Authority, Revenue Bonds, Chicago Charter School Foundation, Series 2002A: 500 6.125%, 12/01/22 12/12 at 100.00 BBB 532,805 1,000 6.250%, 12/01/32 12/21 at 100.00 BBB 1,051,180 1,000 Illinois Educational Facilities Authority, Student Housing Revenue 5/12 at 101.00 Aaa 1,012,570 Bonds, Educational Advancement Foundation Fund, University Center Project, Series 2002, 6.250%, 5/01/34 1,550 Illinois Health Facilities Authority, Revenue Bonds, Condell Medical 5/12 at 100.00 Baa2 1,618,650 Center, Series 2002, 5.500%, 5/15/32 1,700 Joliet Regional Port District, Illinois, Airport Facilities 7/07 at 103.00 N/R (3) 1,764,396 Revenue Bonds, Lewis University Airport, Series 1997A, 7.250%, 7/01/18 (Pre-refunded 7/01/07) (Alternative Minimum Tax) 1,305 North Chicago, Illinois, General Obligation Bonds, Series 2005B, 11/15 at 100.00 AAA 1,390,125 5.000%, 11/01/25 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ 8,455 Total Illinois 8,839,180 ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 3.9% 2,000 Indiana Health Facility Financing Authority, Hospital Revenue Bonds, 8/12 at 101.00 Baa1 2,173,080 Riverview Hospital, Series 2002, 6.125%, 8/01/31 1,255 Whitley County, Indiana, Solid Waste and Sewerage Disposal 11/10 at 102.00 N/R 1,359,278 Revenue Bonds, Steel Dynamics Inc., Series 1998, 7.250%, 11/01/18 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 3,255 Total Indiana 3,532,358 ------------------------------------------------------------------------------------------------------------------------------------ LOUISIANA - 2.4% 1,745 Louisiana Public Facilities Authority, Extended Care Facilities No Opt. Call BBB 2,181,075 Revenue Bonds, Comm-Care Corporation Project, Series 1994, 11.000%, 2/01/14 ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND - 1.1% 1,000 Maryland Energy Financing Administration, Revenue Bonds, AES 9/07 at 100.00 N/R 1,007,860 Warrior Run Project, Series 1995, 7.400%, 9/01/19 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 0.9% 500 Massachusetts Development Finance Agency, Resource Recovery 12/09 at 102.00 BBB 538,755 Revenue Bonds, Ogden Haverhill Associates, Series 1999A, 6.700%, 12/01/14 (Alternative Minimum Tax) 270 Massachusetts Industrial Finance Agency, Resource Recovery 12/08 at 102.00 BBB 280,808 Revenue Refunding Bonds, Ogden Haverhill Project, Series 1998A, 5.450%, 12/01/12 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 770 Total Massachusetts 819,563 ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 3.7% 1,000 Delta County Economic Development Corporation, Michigan, 4/12 at 100.00 AAA 1,116,040 Environmental Improvement Revenue Refunding Bonds, MeadWestvaco Corporation - Escanaba Paper Company, Series 2002B, 6.450%, 4/15/23 (Pre-refunded 4/15/12) (Alternative Minimum Tax) 2,150 Michigan State Hospital Finance Authority, Hospital Revenue 1/07 at 101.00 Ba3 2,183,776 Refunding Bonds, Sinai Hospital, Series 1995, 6.625%, 1/01/16 ------------------------------------------------------------------------------------------------------------------------------------ 3,150 Total Michigan 3,299,816 ------------------------------------------------------------------------------------------------------------------------------------ 28 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ MONTANA - 1.4% $ 1,200 Montana Board of Investments, Exempt Facility Revenue Bonds, 7/10 at 101.00 B2 $ 1,251,696 Stillwater Mining Company, Series 2000, 8.000%, 7/01/20 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ NEBRASKA - 1.2% 1,000 Washington County, Nebraska, Wastewater Facilities Revenue Bonds, 11/12 at 101.00 A+ 1,092,410 Cargill Inc., Series 2002, 5.900%, 11/01/27 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ NEW HAMPSHIRE - 0.8% 400 New Hampshire Higher Educational and Health Facilities Authority, 1/07 at 102.00 BBB- 409,052 Revenue Bonds, New Hampshire College, Series 1997, 6.375%, 1/01/27 New Hampshire Higher Educational and Health Facilities Authority, Revenue Bonds, New Hampshire College, Series 1997: 100 6.375%, 1/01/27 (Pre-refunded 1/01/07) 1/07 at 102.00 BBB- (3) 102,436 200 6.375%, 1/01/27 (Pre-refunded 1/01/07) 1/07 at 102.00 BBB- (3) 204,892 ------------------------------------------------------------------------------------------------------------------------------------ 700 Total New Hampshire 716,380 ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 6.1% 1,000 Dormitory Authority of the State of New York, Revenue Bonds, 7/13 at 100.00 AA 1,095,230 Brooklyn Law School, Series 2003A, 5.500%, 7/01/15 - RAAI Insured 4,045 Yates County Industrial Development Agency, New York, FHA-Insured 2/11 at 101.00 AAA 4,388,056 Civic Facility Mortgage Revenue Bonds, Soldiers and Sailors Memorial Hospital, Series 2000A, 6.000%, 2/01/41 ------------------------------------------------------------------------------------------------------------------------------------ 5,045 Total New York 5,483,286 ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 4.3% 1,000 Erie County, Ohio, Hospital Facilities Revenue Bonds, Firelands 8/16 at 100.00 A 1,055,860 Regional Medical Center, Series 2006, 5.250%, 8/15/46 2,300 Ohio Water Development Authority, Solid Waste Disposal Revenue 9/09 at 102.00 N/R 2,384,985 Bonds, Bay Shore Power, Series 1998B, 6.625%, 9/01/20 (Alternative Minimum Tax) 400 Ohio Water Development Authority, Solid Waste Disposal Revenue 3/07 at 101.00 A+ 409,168 Bonds, BHP Steel LLC, Series 1995, 6.300%, 9/01/20 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 3,700 Total Ohio 3,850,013 ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA - 2.6% 1,080 Allegheny County Hospital Development Authority, Pennsylvania, 11/10 at 102.00 Ba3 1,289,542 Revenue Bonds, West Penn Allegheny Health System, Series 2000B, 9.250%, 11/15/30 1,010 Carbon County Industrial Development Authority, Pennsylvania, No Opt. Call BBB- 1,063,570 Resource Recovery Revenue Refunding Bonds, Panther Creek Partners Project, Series 2000, 6.650%, 5/01/10 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 2,090 Total Pennsylvania 2,353,112 ------------------------------------------------------------------------------------------------------------------------------------ RHODE ISLAND - 0.7% 500 Rhode Island Tobacco Settlement Financing Corporation, Tobacco 6/12 at 100.00 BBB 538,285 Settlement Asset-Backed Bonds, Series 2002A, 6.250%, 6/01/42 ------------------------------------------------------------------------------------------------------------------------------------ SOUTH CAROLINA - 4.9% 2,500 Greenville County School District, South Carolina, Installment 12/12 at 101.00 AA- 2,755,425 Purchase Revenue Bonds, Series 2002, 5.500%, 12/01/13 475 Piedmont Municipal Power Agency, South Carolina, Electric Revenue No Opt. Call AAA 606,984 Bonds, Series 1991, 6.750%, 1/01/19 - FGIC Insured (ETM) 1,000 Tobacco Settlement Revenue Management Authority, South Carolina, 5/11 at 101.00 BBB 1,068,640 Tobacco Settlement Asset-Backed Bonds, Series 2001B, 6.000%, 5/15/22 ------------------------------------------------------------------------------------------------------------------------------------ 3,975 Total South Carolina 4,431,049 ------------------------------------------------------------------------------------------------------------------------------------ 29 Nuveen Municipal Income Fund, Inc. (NMI) (continued) Portfolio of INVESTMENTS October 31, 2006 PRINCIPAL OPTIONAL CALL AMOUNT (000) DESCRIPTION PROVISIONS (1) RATINGS (2) VALUE ------------------------------------------------------------------------------------------------------------------------------------ TENNESSEE - 2.5% $ 1,000 Knox County Health, Educational and Housing Facilities Board, 4/12 at 101.00 Baa3 $ 1,097,380 Tennessee, Hospital Revenue Bonds, Baptist Health System of East Tennessee Inc., Series 2002, 6.375%, 4/15/22 Shelby County Health, Educational and Housing Facilities Board, Tennessee, Hospital Revenue Bonds, Methodist Healthcare, Series 2002: 375 6.500%, 9/01/26 (Pre-refunded 9/01/12) 9/12 at 100.00 A- (3) 431,843 625 6.500%, 9/01/26 (Pre-refunded 9/01/12) 9/12 at 100.00 A- (3) 719,738 ------------------------------------------------------------------------------------------------------------------------------------ 2,000 Total Tennessee 2,248,961 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 9.4% 1,500 Cameron Education Finance Corporation, Texas, Charter School 8/16 at 100.00 A 1,575,450 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 Solid 4/12 at 100.00 A+ 2,178,160 Waste Disposal Revenue Bonds, Anheuser Busch Company, Series 2002, 5.900%, 4/01/36 (Alternative Minimum Tax) 2,000 Matagorda County Navigation District 1, Texas, Collateralized 10/13 at 101.00 AAA 2,016,120 Revenue Refunding Bonds, Houston Light and Power Company, Series 1995, 4.000%, 10/15/15 - MBIA Insured Weslaco Health Facilities Development Corporation, Texas, Hospital Revenue Bonds, Knapp Medical Center, Series 2002: 2,000 6.250%, 6/01/25 6/12 at 100.00 BBB+ 2,172,560 50 6.250%, 6/01/32 6/12 at 100.00 BBB+ 54,135 1,000 West Texas Independent School District, McLennan and Hill 8/13 at 51.84 AAA 381,990 Counties, General Obligation Refunding Bonds, Series 1998, 0.000%, 8/15/25 ------------------------------------------------------------------------------------------------------------------------------------ 8,550 Total Texas 8,378,415 ------------------------------------------------------------------------------------------------------------------------------------ VIRGIN ISLANDS - 3.0% 2,545 Virgin Islands Public Finance Authority, Senior Lien Matching Fund 10/14 at 100.00 BBB 2,713,606 Loan Note, Series 2004A, 5.250%, 10/01/19 ------------------------------------------------------------------------------------------------------------------------------------ VIRGINIA - 3.1% 1,000 Chesterfield County Industrial Development Authority, Virginia, 11/10 at 102.00 Baa1 1,083,500 Pollution Control Revenue Bonds, Virginia Electric and Power Company, Series 1987A, 5.875%, 6/01/17 1,500 Mecklenburg County Industrial Development Authority, Virginia, 10/12 at 100.00 Baa1 1,678,830 Revenue Bonds, UAE Mecklenburg Cogeneration LP, Series 2002, 6.500%, 10/15/17 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ 2,500 Total Virginia 2,762,330 ------------------------------------------------------------------------------------------------------------------------------------ WEST VIRGINIA - 2.4% 2,050 Mason County, West Virginia, Pollution Control Revenue Bonds, 10/11 at 100.00 BBB 2,122,529 Appalachian Power Company, Series 2003L, 5.500%, 10/01/22 ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 1.2% 1,000 Wisconsin Health and Educational Facilities Authority, Revenue 10/11 at 100.00 BBB 1,085,780 Bonds, Carroll College Inc., Series 2001, 6.250%, 10/01/21 ------------------------------------------------------------------------------------------------------------------------------------ $ 89,090 Total Investments (cost $81,653,819) - 98.5% 88,295,373 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.5% 1,309,603 -------------------------------------------------------------------------------------------------------------------- Net Assets - 100% $ 89,604,976 ==================================================================================================================== (1) 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. (2) Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. Ratings below BBB by Standard & Poor's Group or Baa by Moody's Investor Service, Inc. are considered to be below investment grade. (3) 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. See accompanying notes to financial statements. 30 Statement of ASSETS AND LIABILITIES October 31, 2006 MUNICIPAL VALUE MUNICIPAL INCOME (NUV) (NMI) ------------------------------------------------------------------------------------------------------------------------------------ ASSETS Investments, at value (cost $1,826,162,019 and $81,653,819, respectively) $2,003,169,685 $88,295,373 Receivables: Interest 29,698,206 1,402,525 Investments sold 15,224 50,000 Other assets 139,490 2,396 ------------------------------------------------------------------------------------------------------------------------------------ Total assets 2,033,022,605 89,750,294 ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES Cash overdraft 911,673 74,336 Payable for investments purchased 4,787,700 -- Accrued expenses: Management fees 865,764 48,065 Other 493,305 22,917 ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities 7,058,442 145,318 ------------------------------------------------------------------------------------------------------------------------------------ Net assets $2,025,964,163 $89,604,976 ==================================================================================================================================== Shares outstanding 194,959,520 8,113,876 ==================================================================================================================================== Net asset value per share outstanding (net assets divided by shares outstanding) $ 10.39 $ 11.01 ==================================================================================================================================== NET ASSETS CONSIST OF: ------------------------------------------------------------------------------------------------------------------------------------ Shares, $.01 par value per share $ 1,949,595 $ 81,139 Paid-in surplus 1,837,696,454 90,826,644 Undistributed (Over-distribution of) net investment income 3,983,931 197,345 Accumulated net realized gain (loss) from investments 5,326,517 (8,141,706) Net unrealized appreciation (depreciation) of investments 177,007,666 6,641,554 ------------------------------------------------------------------------------------------------------------------------------------ Net assets $2,025,964,163 $89,604,976 ==================================================================================================================================== Authorized shares 350,000,000 200,000,000 ==================================================================================================================================== See accompanying notes to financial statements. 31 Statement of OPERATIONS Year Ended October 31, 2006 MUNICIPAL VALUE MUNICIPAL INCOME (NUV) (NMI) ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT INCOME $103,453,323 $4,932,343 ------------------------------------------------------------------------------------------------------------------------------------ EXPENSES Management fees 10,282,738 563,544 Shareholders' servicing agent fees and expenses 485,164 24,478 Custodian's fees and expenses 437,187 24,783 Directors' fees and expenses 45,159 1,741 Professional fees 78,620 13,294 Shareholders' reports - printing and mailing expenses 174,411 14,308 Stock exchange listing fees 71,924 9,917 Investor relations expense 199,389 11,791 Other expenses 49,493 5,800 ------------------------------------------------------------------------------------------------------------------------------------ Total expenses before custodian fee credit and legal fee refund 11,824,085 669,656 Custodian fee credit (145,943) (15,325) Legal fee refund -- (11,287) ------------------------------------------------------------------------------------------------------------------------------------ Net expenses 11,678,142 643,044 ------------------------------------------------------------------------------------------------------------------------------------ Net investment income 91,775,181 4,289,299 ------------------------------------------------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) from investments 5,082,823 60,517 Change in net unrealized appreciation (depreciation) of investments 45,688,581 1,228,860 ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) 50,771,404 1,289,377 ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets from operations $142,546,585 $5,578,676 ==================================================================================================================================== accompanying notes to financial statements. 32 Statement of CHANGES IN NET ASSETS MUNICIPAL VALUE (NUV) MUNICIPAL INCOME (NMI) ------------------------------------- ------------------------------ YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 10/31/06 10/31/05 10/31/06 10/31/05 ------------------------------------------------------------------------------------------------------------------------------------ OPERATIONS Net investment income $ 91,775,181 $ 92,574,829 $ 4,289,299 $ 4,415,535 Net realized gain (loss) from investments 5,082,823 3,892,592 60,517 (132,233) Change in net unrealized appreciation (depreciation) of investments 45,688,581 14,371,253 1,228,860 824,656 ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets from operations 142,546,585 110,838,674 5,578,676 5,107,958 ------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income (92,001,408) (92,469,274) (4,120,226) (4,285,750) From accumulated net realized gains (3,977,174) (10,898,238) -- -- ------------------------------------------------------------------------------------------------------------------------------------ Decrease in net assets from distributions to shareholders (95,978,582) (103,367,512) (4,120,226) (4,285,750) ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets 46,568,003 7,471,162 1,458,450 822,208 Net assets at the beginning of year 1,979,396,160 1,971,924,998 88,146,526 87,324,318 ------------------------------------------------------------------------------------------------------------------------------------ Net assets at the end of year $2,025,964,163 $1,979,396,160 $89,604,976 $88,146,526 ==================================================================================================================================== Undistributed (Over-distribution of) net investment income at the end of year $3,983,931 $ 4,460,954 $ 197,345 $ 28,272 ==================================================================================================================================== See accompanying notes to financial statements. 33 Notes to FINANCIAL STATEMENTS 1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES The funds (the "Funds") covered in this report and their corresponding New York Stock Exchange symbols are Nuveen Municipal Value Fund, Inc. (NUV) and Nuveen Municipal Income Fund, Inc. (NMI). The Funds are registered under the Investment Company Act of 1940, as amended, as closed-end, diversified management investment companies. Each Fund seeks to provide current income exempt from regular federal income tax by investing primarily in a diversified portfolio of municipal obligations issued by state and local government authorities or certain U.S. territories. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements in accordance with U.S. generally accepted accounting principles. Investment Valuation The prices of municipal bonds in each Fund's investment portfolio are provided by a pricing service approved by the Fund's Board of Directors. When market price quotes are not readily available (which is usually the case for municipal securities), the pricing service establishes fair value based on yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating, indications of value from securities dealers, evaluations of anticipated cash flows or collateral and general market conditions. If the pricing service is unable to supply a price for a municipal bond, each Fund may use a market price or fair market value quote provided by a major broker/dealer in such investments. If it is determined that the market price or fair market value for an investment is unavailable or inappropriate, the Board of Directors of the Funds, or its designee, may establish a fair value for the investment. Temporary investments in securities that have variable rate and demand features qualifying them as short-term investments are valued at amortized cost, which approximates market value. Investment Transactions Investment transactions are recorded on a trade date basis. Realized gains and losses from transactions are determined on the specific identification method. Investments purchased on a when-issued or 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, 2006, Municipal Value (NUV) had outstanding when-issued/delayed delivery purchase commitments of $4,787,000. There were no such outstanding purchase commitments in Municipal Income (NMI). 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. Professional Fees Professional fees presented in the Statement of Operations consist of legal fees incurred in the normal course of operations, audit fees, tax consulting fees and, in some cases, workout expenditures. Workout expenditures are incurred in an attempt to protect or enhance an investment, or to pursue other claims or legal actions on behalf of each Fund's shareholders. Legal fee refund presented on the Statement of Operations for Municipal Income (NMI) reflects a refund of workout expenditures paid in a prior reporting period. Federal Income Taxes Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required. Furthermore, each Fund intends to satisfy conditions which will enable interest from municipal securities, which is exempt from regular federal income tax, to retain such tax-exempt status when distributed to shareholders of the Funds. All monthly tax-exempt income dividends paid during the fiscal year ended October 31, 2006, have been designated Exempt Interest Dividends. Net realized capital gains and ordinary income distributions paid by the Funds are subject to federal taxation. Dividends and Distributions to Shareholders Dividends from tax-exempt net investment income are declared monthly. Net realized capital gains and/or market discount from investment transactions, if any, are distributed to shareholders not less frequently than annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards. Distributions to shareholders of tax-exempt net investment income, net realized capital gains and/or market discount, if any, are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. 34 Derivative Financial Instruments The Funds are authorized to invest in certain derivative financial instruments including futures, forward, swap and option contracts, and other financial instruments with similar characteristics including inverse floating rate securities. During the fiscal year ended October 31, 2006, Municipal Value (NUV) invested in inverse floating rate securities for the purpose of enhancing portfolio yield. Inverse floating rate securities are identified in the Portfolio of Investments and are valued daily. The interest rate of an inverse floating rate security has an inverse relationship to the interest rate of a short-term floating rate security. Consequently, as the interest rate of the floating rate security rises, the interest rate on the inverse floating rate security declines. Conversely, as the interest rate of the floating rate security declines, the interest rate on the inverse floating rate security rises. The price of an inverse floating rate security will be more volatile than that of an otherwise comparable fixed rate security since the interest rate is dependent on an underlying fixed coupon rate or the general level of long-term interest rates as well as the short-term interest paid on the floating rate security, and because the inverse floating rate security typically bears the risk of loss of a greater face value of an underlying bond. Municipal Income (NMI) did not invest in any such instruments during the fiscal year ended October 31, 2006. Custodian Fee Credit Each Fund has an arrangement with the custodian bank whereby certain custodian fees and expenses are reduced by credits earned on each Fund's cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments. Indemnifications Under the Funds' organizational documents, their Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates. 2. FUND SHARES Neither Fund engaged in transactions in their own shares during the fiscal year ended October 31, 2006, nor during the fiscal year ended October 31, 2005. 3. INVESTMENT TRANSACTIONS Purchases and sales (including maturities but excluding short-term investments) during the fiscal year ended October 31, 2006, were as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Purchases $129,562,139 $7,160,123 Sales and maturities 125,398,985 4,827,250 ================================================================================ 4. INCOME TAX INFORMATION The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to the treatment of paydown gains and losses, timing differences in recognizing taxable market discount and timing differences in recognizing certain gains and losses on investments transactions. 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, 2006, the cost of investments was as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Cost of investments $1,822,298,960 $81,579,958 ================================================================================ Gross unrealized appreciation and gross unrealized depreciation of investments at October 31, 2006, were as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) ------------------------------------------------------------------------------- Gross unrealized: Appreciation $180,968,778 $6,759,205 Depreciation (98,053) (43,790) -------------------------------------------------------------------------------- Net unrealized appreciation (depreciation) of investments $180,870,725 $6,715,415 ================================================================================ The tax components of undistributed net tax-exempt income, net ordinary income and net long-term capital gains at October 31, 2006, the Funds' tax year end, were as follows: 35 Notes to FINANCIAL STATEMENTS (continued) MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Undistributed net tax-exempt income * $7,591,414 $401,405 Undistributed net ordinary income ** 132,881 62,951 Undistributed net long-term capital gains 5,326,517 -- ================================================================================ * Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on October 2, 2006, paid on November 1, 2006. ** 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 tax years ended October 31, 2006 and October 31, 2005, was designated for purposes of the dividends paid deduction as follows: MUNICIPAL MUNICIPAL 2006 VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Distributions from net tax-exempt income $91,241,065 $4,121,849 Distributions from net ordinary income ** 760,342 14,605 Distributions from net long-term capital gains*** 3,977,174 -- ================================================================================ MUNICIPAL MUNICIPAL 2005 VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Distributions from net tax-exempt income $91,241,029 $4,284,126 Distributions from net ordinary income ** 1,228,245 1,623 Distributions from net long-term capital gains 10,898,238 -- ================================================================================ ** Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. *** The Funds designated as a long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Funds related to net capital gain to zero for the tax year ended October 31, 2006. At October 31, 2006, Municipal Income (NMI) had unused capital loss carryforwards of $8,141,706 available for federal income tax purposes to be applied against future capital gains, if any. If not applied, $53,820, $7,005,363, $916,759 and $165,764 of the carryforward will expire in the years 2008, 2011, 2012 and 2013, respectively. 5. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES Each Fund's management fee is separated into components - a complex-level component, based on the aggregate amount of all fund assets managed by Nuveen Asset Management (the "Adviser"), a wholly owned subsidiary of Nuveen Investments, Inc., ("Nuveen"), a specific fund-level component, based only on the amount of assets within each individual fund, and for Municipal Value (NUV) a gross interest income component. This pricing structure enables Nuveen fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by the Adviser. Municipal Value's (NUV) annual fund-level fee, payable monthly, at the rates set forth below, are based upon the average daily net assets of the Fund as follows: MUNICIPAL VALUE (NUV) AVERAGE DAILY NET ASSETS FUND-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $500 million .1500% For the next $500 million .1250 For net assets over $1 billion .1000 ================================================================================ In addition, Municipal Value (NUV) pays an annual management fee, payable monthly, based on gross interest income 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 ================================================================================ 36 Municipal Income's (NMI) annual fund-level fee, payable monthly, at the rates set forth below, are based upon the average daily net assets of the Fund as follows: MUNICIPAL INCOME (NMI) AVERAGE DAILY NET ASSETS FUND-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $125 million .4500% For the next $125 million .4375 For the next $250 million .4250 For the next $500 million .4125 For the next $1 billion .4000 For the next $3 billion .3875 For net assets over $5 billion .3750 ================================================================================ The annual complex-level fee, payable monthly, which is additive to the fund-level fee and Municipal Value's (NUV) gross interest income fee, for all Nuveen sponsored funds in the U.S., is based on the aggregate amount of total fund assets managed as stated in the table below. As of October 31, 2006, the complex-level fee rate was .1852%. COMPLEX-LEVEL ASSETS(1) COMPLEX-LEVEL FEE RATE -------------------------------------------------------------------------------- For the first $55 billion .2000% For the next $1 billion .1800 For the next $1 billion .1600 For the next $3 billion .1425 For the next $3 billion .1325 For the next $3 billion .1250 For the next $5 billion .1200 For the next $5 billion .1175 For the next $15 billion .1150 For Managed Assets over $91 billion(2) .1400 ================================================================================ (1) The complex-level fee component of the management fee for the funds is calculated based upon the aggregate Managed Assets ("Managed Assets" means the average daily net assets of each fund including assets attributable to all types of leverage used by the Nuveen funds) of Nuveen-sponsored funds in the U.S. (2) With respect to the complex-wide Managed Assets over $91 billion, the fee rate or rates that will apply to such assets will be determined at a later date. In the unlikely event that complex-wide Managed Assets reach $91 billion prior to a determination of the complex-level fee rate or rates to be applied to Managed Assets in excess of $91 billion, the complex-level fee rate for such complex-wide Managed Assets shall be .1400% until such time as a different rate or rates is determined. The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Funds pay no compensation directly to those of its Directors who are affiliated with the Adviser or to its Officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The Board of Directors has adopted a deferred compensation plan for independent Directors that enables Directors to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen advised Funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen advised Funds. 6. NEW ACCOUNTING PRONOUNCEMENTS Financial Accounting Standards Board Interpretation No. 48 On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. At this time, management is evaluating the implications of FIN 48 and does not expect the adoption of FIN 48 will have a significant impact on the net assets or results of operations of the Funds. Financial Accounting Standards Board Statement on Financial Accounting Standards No. 157 In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of this standard relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of October 31, 2006, the Funds do not believe the adoption of SFAS No. 157 will impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements included within the Statement of Operations for the period. 7. SUBSEQUENT EVENT Distributions to Shareholders The Funds declared dividend distributions from their tax-exempt net investment income which were paid on December 1, 2006, to shareholders of record on November 15, 2006, as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Dividend per share $.0390 $.0420 ================================================================================ 37 Financial HIGHLIGHTS Selected data for a share outstanding throughout each period: Investment Operations Less Distributions ------------------------------------- ------------------------------- Beginning Net Net Realized/ Net Ending Net Asset Investment Unrealized Investment Capital Net Asset Value Income Gain (Loss) Total Income Gains Total Value ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPAL VALUE (NUV) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 10/31: 2006 $10.15 $.47 $ .26 $.73 $(.47) $(.02) $(.49) $10.39 2005 10.11 .47 .10 .57 (.47) (.06) (.53) 10.15 2004 9.92 .48 .26 .74 (.49) (.06) (.55) 10.11 2003 9.98 .49 (.01) .48 (.50) (.04) (.54) 9.92 2002 10.17 .51 (.18) .33 (.51) (.01) (.52) 9.98 MUNICIPAL INCOME (NMI) ------------------------------------------------------------------------------------------------------------------------------------ Year Ended 10/31: 2006 10.86 .53 .16 .69 (.51) -- (.51) 11.04 2005 10.76 .54 .09 .63 (.53) -- (.53) 10.86 2004 10.41 .56 .32 .88 (.53) -- (.53) 10.76 2003 10.61 .54 (.15) .39 (.59) -- (.59) 10.41 2002 10.92 .61 (.30) .31 (.62) -- (.62) 10.61 ==================================================================================================================================== Total Returns ------------------------------ Ending Based on Based on Net Market Value Market Value+ Asset Value+ --------------------------------------------------------------------------- MUNICIPAL VALUE (NUV) --------------------------------------------------------------------------- Year Ended 10/31: 2006 $10.16 11.51% 7.40% 2005 9.58 8.25 5.73 2004 9.36 9.01 7.77 2003 9.12 3.66 4.90 2002 9.32 3.80 3.32 MUNICIPAL INCOME (NMI) --------------------------------------------------------------------------- Year Ended 10/31: 2006 10.50 4.42 6.50 2005 10.56 10.21 5.93 2004 10.08 10.34 8.69 2003 9.64 3.02 3.71 2002 9.90 (11.93) 2.87 =========================================================================== Ratios/Supplemental Data -------------------------------------------------------------------------------------- Before Credit/Refund After Credit/Refund* -------------------------- ---------------------------- Ratio of Net Ratio of Net Ratio of Investment Ratio of Investment Ending Expenses Income to Expenses Income to Portfolio Net Assets to Average Average to Average Average Turnover (000) Net Assets Net Assets Net Assets Net Assets Rate --------------------------------------------------------------------------------------------------------------- MUNICIPAL VALUE (NUV) --------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2006 $2,025,964 .59% 4.60% .59% 4.61% 6% 2005 1,979,396 .60 4.64 .60 4.65 8 2004 1,971,925 .62 4.83 .61 4.84 13 2003 1,934,433 .64 4.97 .64 4.97 36 2002 1,946,407 .65 5.07 .65 5.08 13 MUNICIPAL INCOME (NMI) --------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 2006 89,605 .76 4.83 .73 4.86 6 2005 88,147 .78 4.99 .77 5.00 7 2004 87,324 .82 5.28 .81 5.28 14 2003 84,491 1.12 5.14 1.12 5.14 10 2002 85,897 .91 5.62 .90 5.64 36 =============================================================================================================== * After custodian fee credit and legal fee refund, where applicable. + Total Return on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. Total Return on Net Asset Value is the combination of changes in net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total returns are not annualized. See accompanying notes to financial statements. 38-39 spread Board Members AND 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 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 OF PORTFOLIOS PRINCIPAL OCCUPATION(S) IN FUND COMPLEX NAME, BIRTHDATE POSITION(S) HELD YEAR FIRST ELECTED INCLUDING OTHER DIRECTORSHIPS OVERSEEN BY AND ADDRESS WITH THE FUNDS OR APPOINTED(2) DURING PAST 5 YEARS BOARD MEMBER ------------------------------------------------------------------------------------------------------------------------------------ BOARD MEMBER WHO IS AN INTERESTED PERSON OF THE FUNDS: ------------------------------------------------------------------------------------------------------------------------------------ Timothy R. Schwertfeger(1) Chairman of 1994 Chairman (since 1996) and Director of 171 3/28/49 the Board Nuveen Investments, Inc., Nuveen 333 W. Wacker Drive and Board Investments, LLC, Nuveen Advisory Corp. Chicago, IL 60606 Member and Nuveen Institutional Advisory Corp.(3); formerly, Director (1996-2006) of Institutional Capital Corporation; Chairman and Director (since 1997) of Nuveen Asset Management; Chairman and Director of Rittenhouse Asset Management, Inc. (since 1999); Chairman of Nuveen Investments Advisers Inc. (since 2002). BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUNDS: ------------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner Lead Independent 1997 Private Investor and Management 171 8/22/40 Board member Consultant. 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Lawrence H. Brown Board member 1993 Retired (since 1989) as Senior Vice 171 7/29/34 President of The Northern Trust Company; 333 W. Wacker Drive Director (since 2002) Community Advisory Chicago, IL 60606 Board for Highland Park and Highwood, United Way of the North Shore; Director (since 2006) of the Michael Rolfe Pancreatic Cancer Foundation. ------------------------------------------------------------------------------------------------------------------------------------ Jack B. Evans Board member 1999 President, The Hall-Perrine Foundation, 171 10/22/48 a private philanthropic corporation 333 W. Wacker Drive (since 1996); Director and Vice Chicago, IL 60606 Chairman, United Fire Group, a publicly held company; Adjunct Faculty Member, University of Iowa; Director, Gazette Companies; Life Trustee of Coe College and 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. ------------------------------------------------------------------------------------------------------------------------------------ William C. Hunter Board member 2004 Dean, Tippie College of Business, 171 3/6/48 University of Iowa (since June 2006); 333 W. Wacker Drive formerly, Dean and Distinguished Chicago, IL 60606 Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); Director (since 1997), Credit Research Center at Georgetown University; Director (since 2004) of Xerox Corporation; Director, SS&C Technologies, Inc. (May 2005 - October 2005). ------------------------------------------------------------------------------------------------------------------------------------ David J. Kundert Board member 2005 Retired (since 2004) as Chairman, 169 10/28/42 JPMorgan Fleming Asset Management, 333 W. Wacker Drive President and CEO, Banc One Investment Chicago, IL 60606 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; Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens. 40 NUMBER OF PORTFOLIOS PRINCIPAL OCCUPATION(S) IN FUND COMPLEX NAME, BIRTHDATE POSITION(S) HELD YEAR FIRST ELECTED INCLUDING OTHER DIRECTORSHIPS OVERSEEN BY AND ADDRESS WITH THE FUNDS OR APPOINTED(2) DURING PAST 5 YEARS BOARD MEMBER ------------------------------------------------------------------------------------------------------------------------------------ BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUNDS (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ William J. Schneider Board member 1997 Chairman of Miller-Valentine Partners 171 9/24/44 Ltd., a real estate investment company; 333 W. Wacker Drive formerly, Senior Partner and Chief Chicago, IL 60606 Operating Officer (retired, 2004) of Miller-Valentine Group; formerly, Vice President, Miller-Valentine Realty; Board Member, Chair of the Finance Committee and member of the Audit Committee of Premier Health Partners, the not-for-profit company of Miami Valley Hospital; Vice President, Dayton Philharmonic Orchestra Association; Board Member, Regional Leaders Forum, which promotes cooperation on economic development issues; Director, Dayton Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio and Business Advisory Council, Cleveland Federal Reserve Bank. ------------------------------------------------------------------------------------------------------------------------------------ Judith M. Stockdale Board member 1997 Executive Director, Gaylord and Dorothy 171 12/29/47 Donnelley Foundation (since 1994); prior 333 W. Wacker Drive thereto, Executive Director, Great Lakes Chicago, IL 60606 Protection Fund (from 1990 to 1994). ------------------------------------------------------------------------------------------------------------------------------------ Eugene S. Sunshine Board member 2005 Senior Vice President for Business and 171 1/22/50 Finance, Northwestern University (since 333 W. Wacker Drive 1997); Director (since 2003), Chicago Chicago, IL 60606 Board Options Exchange; formerly, Director (2003-2006), National Mentor Holdings, a privately-held, national provider of home and community-based services; Chairman (since 1997), Board of Directors, Rubicon, a pure captive insurance company owned by Northwestern University; Director (since 1997), Evanston Chamber of Commerce and Evanston Inventure, a business development organization. NUMBER OF PORTFOLIOS NAME, BIRTHDATE POSITION(S) HELD YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) IN FUND COMPLEX AND ADDRESS WITH THE FUNDS OR APPOINTED(4) DURING PAST 5 YEARS OVERSEEN BY OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUND: ------------------------------------------------------------------------------------------------------------------------------------ Gifford R. Zimmerman Chief 1988 Managing Director (since 2002), 171 9/9/56 Administrative Assistant Secretary and Associate 333 W. Wacker Drive Officer General Counsel, formerly, Vice Chicago, IL 60606 President and Assistant General Counsel, of Nuveen Investments, LLC; Managing Director (2002-2004), General Counsel (1998-2004) and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); Managing Director (since 2002) and Assistant Secretary and Associate General Counsel, formerly, Vice President (since 1997), of Nuveen Asset Management; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC. (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc.; Assistant Secretary of Symphony Asset Management LLC (since 2003), Tradewinds NWQ Global Investors, LLC and Santa Barbara Asset Management, LLC; (since 2006); Chartered Financial Analyst. 41 Board Members AND OFFICERS (continued) NUMBER OF PORTFOLIOS NAME, BIRTHDATE POSITION(S) HELD YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) IN FUND COMPLEX AND ADDRESS WITH THE FUNDS OR APPOINTED(4) DURING PAST 5 YEARS OVERSEEN BY OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUNDS (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ Julia L. Antonatos Vice President 2004 Managing Director (since 2005), formerly 171 9/22/63 Vice President (since 2002); formerly, 333 W. Wacker Drive Assistant Vice President (since 2000) of Chicago, IL 60606 Nuveen Investments, LLC; Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ Michael T. Atkinson Vice President 2000 Vice President (since 2002), formerly, 171 2/3/66 and Assistant Assistant Vice President (since 2000) of 333 W. Wacker Drive Secretary Nuveen Investments, LLC. Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Peter H. D'Arrigo Vice President 1999 Vice President and Treasurer of Nuveen 171 11/28/67 Investments, LLC and of Nuveen 333 W. Wacker Drive Investments, Inc. (since 1999); Vice Chicago, IL 60606 President and Treasurer of Nuveen Asset Management (since 2002) and of Nuveen Investments Advisers Inc. (since 2002); Assistant Treasurer of NWQ Investment Management Company, LLC. (since 2002); Vice President and Treasurer of Nuveen Rittenhouse Asset Management, Inc. (since 2003); Treasurer of Symphony Asset Management LLC (since 2003) and Santa Barbara Asset Management, LLC (since 2006); Assistant Treasurer, Tradewinds NWQ Global Investors, LLC (since 2006); formerly, Vice President and Treasurer (1999-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ John N. Desmond Vice President 2005 Vice President, Director of Investment 171 8/24/61 Operations, Nuveen Investments, LLC 333 W. Wacker Drive (since January 2005); formerly, Chicago, IL 60606 Director, Business Manager, Deutsche Asset Management (2003-2004), Director, Business Development and Transformation, Deutsche Trust Bank Japan (2002-2003); previously, Senior Vice President, Head of Investment Operations and Systems, Scudder Investments Japan, (2000-2002), Senior Vice President, Head of Plan Administration and Participant Services, Scudder Investments (1995-2002). ------------------------------------------------------------------------------------------------------------------------------------ Jessica R. Droeger Vice President 1998 Vice President (since 2002), Assistant 171 9/24/64 and Secretary Secretary and Assistant General Counsel 333 W. Wacker Drive (since 1998) formerly, Assistant Vice Chicago, IL 60606 President (since 1998) of Nuveen Investments, LLC; Vice President (2002-2004) and Assistant Secretary (1998-2004) formerly, Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); Vice President and Assistant Secretary (since 2005) of Nuveen Asset Management. ------------------------------------------------------------------------------------------------------------------------------------ Lorna C. Ferguson Vice President 1998 Managing Director (since 2004), 171 10/24/45 formerly, Vice President of Nuveen 333 W. Wacker Drive Investments, LLC, Managing Director Chicago, IL 60606 (2004) formerly, Vice President (1998-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); Managing Director (since 2005) of Nuveen Asset Management. ------------------------------------------------------------------------------------------------------------------------------------ William M. Fitzgerald Vice President 1995 Managing Director (since 2002), 171 3/2/64 formerly, Vice President of Nuveen 333 W. Wacker Drive Investments; Managing Director Chicago, IL 60606 (1997-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); Managing Director (since 2001) of Nuveen Asset Management; Vice President (since 2002) of Nuveen Investments Advisers Inc.; Chartered Financial Analyst. 42 NUMBER OF PORTFOLIOS NAME, BIRTHDATE POSITION(S) HELD YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) IN FUND COMPLEX AND ADDRESS WITH THE FUNDS OR APPOINTED(4) DURING PAST 5 YEARS OVERSEEN BY OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUNDS (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ Stephen D. Foy Vice President 1998 Vice President (since 1993) and Funds 171 5/31/54 and Controller Controller (since 1998) of Nuveen 333 W. Wacker Drive Investments, LLC; formerly, Vice Chicago, IL 60606 President and Funds Controller (1998-2004) of Nuveen Investments, Inc.; Certified Public Accountant. ------------------------------------------------------------------------------------------------------------------------------------ Walter M. Kelly Chief 2003 Vice President and Assistant Secretary 171 2/24/70 Officer and (since 2006) formerly, Assistant Vice 333 West Wacker Drive Vice President President and Assistant General Counsel Chicago, IL 60606 (since 2003) of Nuveen Investments, LLC; Vice President (since 2006) and Assistant Secretary (since 2003) formerly, Assistant Vice President of Nuveen Asset Management; previously, Associate (2001-2003) at the law firm of Vedder, Price, Kaufman & Kammholz. ------------------------------------------------------------------------------------------------------------------------------------ David J. Lamb Vice President 2000 Vice President (since 2000) of Nuveen 171 3/22/63 Investments, LLC; Certified Public 333 W. Wacker Drive Accountant. Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Tina M. Lazar Vice President 2002 Vice President of Nuveen Investments, 171 8/27/61 LLC (since 1999). 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Larry W. Martin Vice President 1988 Vice President, Assistant Secretary and 171 7/27/51 and Assistant Assistant General Counsel of Nuveen 333 W. Wacker Drive Secretary Investments, LLC; formerly, Vice Chicago, IL 60606 President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3); Vice President (since 2005) and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Symphony Asset Management LLC (since 2003) and Tradewinds NWQ Global Investors, LLC and Santa Barbara Asset Management, LLC (since 2006). (1) Mr. Schwertfeger is an "interested person" of the Funds, as defined in the Investment Company Act of 1940, because he is an officer and board member of the Adviser. (2) Board members serve an indefinite term until his/her successor is elected. The year first elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen Complex. (3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into Nuveen Asset Management, effective January 1, 2005. (4) Officers serve one year terms through July of each year. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen Complex. 43 ANNUAL INVESTMENT MANAGEMENT AGREEMENT APPROVAL PROCESS The Board of Trustees is responsible for overseeing the performance of the investment adviser to the Funds and determining whether to continue the advisory arrangements. At a meeting held on May 23-25, 2006 (the "MAY MEETING"), the Board of Trustees of the Funds, including the independent Trustees, unanimously approved the continuance of the Investment Management Agreement between each Fund and NAM (the "FUND ADVISER"). THE APPROVAL PROCESS During the course of the year, the Board received a wide variety of materials relating to the services provided by the Fund Adviser and the performance of each Fund. To assist the Board in its evaluation of the advisory contract with the Fund Adviser at the May Meeting, the independent Trustees received extensive materials in advance of their meeting which outlined, among other things: o the nature, extent and quality of services provided by the Fund Adviser; o the organization and business operations of the Fund Adviser, including the responsibilities of various departments and key personnel; o the Fund's past performance, the Fund's performance compared to funds of similar investment objectives compiled by an independent third party and to customized benchmarks; o the profitability of the Fund Adviser and certain industry profitability analyses for unaffiliated advisers; o the expenses of the Fund Adviser in providing the various services; o the advisory fees (gross and net management fees) and total expense ratios of the Fund, including comparisons of such fees and expenses with those of comparable, unaffiliated funds based on information and data provided by Lipper (the "PEER UNIVERSE") as well as compared to a subset of funds within the Peer Universe (the "PEER GROUP") to the respective Fund (as applicable); o the advisory fees the Fund Adviser assesses to other types of investment products or clients; o the soft dollar practices of the Fund Adviser, if any; and o from independent legal counsel, a legal memorandum describing, among other things, the duties of the Trustees under the Investment Company Act of 1940 (the "1940 ACT") as well as the general principles of relevant state law in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; an adviser's fiduciary duty with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards of directors have fulfilled their duties; and factors to be considered by the Board in voting on advisory agreements. At the May Meeting, the Fund Adviser made a presentation to and responded to questions from the Board. After the presentations and after reviewing the written materials, the independent Trustees met privately with their legal counsel to review the Board's duties in reviewing advisory contracts and consider the renewal of the advisory contracts. It is with this background that the Trustees considered the advisory contract with the Fund Adviser. The independent Trustees, in consultation with independent counsel, reviewed the factors set out in judicial decisions and SEC directives relating to the renewal of advisory contracts. As outlined in more detail below, the Trustees considered all factors they believed relevant with respect to each Fund, including the following: (a) the nature, extent and quality of the services to be provided by the Fund Adviser; (b) the investment performance of the Fund and the Fund Adviser; (c) the costs of the services to be provided and profitability of the Fund Adviser and its affiliates; (d) the extent to which economies of scale would be realized as the Fund grows; and (e) whether fee levels reflect these economies of scale for the benefit of Fund investors. A. NATURE, EXTENT AND QUALITY OF SERVICES In reviewing the Fund Adviser, the Trustees considered the nature, extent and quality of the Fund Adviser's services. The Trustees reviewed materials outlining, among other things, the Fund Adviser's organization and business; the types of services that the Fund Adviser 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 and enhancements Nuveen has taken for its municipal fund product line. In connection with their continued service as Trustees, the Trustees also have a good understanding of the Fund Adviser's organization, operations and personnel. In this regard, the Trustees are familiar with and have evaluated the professional experience, qualifications and credentials of the Fund Adviser's personnel. The Trustees further reviewed materials describing, among other things, the teams and 44 personnel involved in the investment, research, risk-management and operational processes involved in managing municipal funds and their respective functions. Given the Trustees' experience with the Funds and Fund Adviser, the Trustees recognized the demonstrated history of care and depth of experience of the respective personnel in managing these Funds. In this regard, the Trustees considered the continued quality of the Fund Adviser's investment process in making portfolio management decisions as well as additional refinements and improvements adopted to the portfolio management processes noted below. With respect to the services provided to municipal funds, including the Funds, the Trustees noted that the Fund Adviser continues to make refinements to its portfolio management process including, among other things, the increased use of derivatives to enhance management of risk, additional analytical software for research staff and improved municipal pricing processes. In addition to advisory services, the independent Trustees considered the quality of any administrative or non-advisory services provided. The Fund Adviser provides the Funds with such administrative and other services (exclusive of, and in addition to, any such services provided by others for the Funds) and officers and other personnel as are necessary for the operations of the respective Fund. In connection with the review of the Investment Management Agreement, the Trustees considered the extent and quality of these other services which include, among other things, providing: product management (E.G., product positioning, performance benchmarking, risk management); fund administration (E.G., daily net asset value pricing and reconciliation, tax reporting, fulfilling regulatory filing requirements); oversight of third party service providers; administration of board relations (E.G., organizing board meetings and preparing related materials); compliance (E.G., monitoring compliance with investment policies and guidelines and regulatory requirements); and legal support (E.G., helping prepare and file registration statements, amendments thereto, proxy statements and responding to regulatory requests and/or inquiries). As the Funds operate in a highly regulated industry and given the importance of compliance, the Trustees considered, in particular, the additions of experienced personnel to the compliance teams and the enhancements to technology and related systems to support the compliance activities for the Funds (including a new reporting system for quarterly portfolio holdings). In addition to the foregoing, the Trustees also noted the additional services that the Fund Adviser or its affiliates provide to closed-end funds, including, in particular, secondary market support activities. The Trustees recognized Nuveen's continued commitment to supporting the secondary market for the common shares of its closed-end funds through a variety of initiatives designed to raise investor and analyst awareness and understanding of closed-end funds. These efforts include providing advertising and other media relations programs, continued contact with analysts, maintaining and enhancing its website for closed-end funds, and targeted advisor communication programs. With respect to funds that utilize leverage through the issuance of preferred shares, the Trustees noted Nuveen's continued support for the preferred shares by maintaining, among other things, an in-house preferred trading desk; designating a product manager whose responsibilities include creating and disseminating product information and managing relations in connection with the preferred share auction; and maintaining systems necessary to test compliance with rating agency requirements. Based on their review, the Trustees found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the respective Funds under the Investment Management Agreement were of a high level and were satisfactory. B. THE INVESTMENT PERFORMANCE OF THE FUND AND FUND ADVISER The Board considered the investment performance for each Fund, including the Fund's historic performance as well as its performance compared to funds with similar investment objectives identified by an independent third party (the "PERFORMANCE PEER GROUP") and portfolio level performance against customized benchmarks, as described below. In evaluating the performance information, in certain instances, the Trustees noted that the closest Performance Peer Group for a fund still may not adequately reflect such fund's investment objectives, strategies and portfolio duration, thereby limiting the usefulness of the comparisons of such fund's performance with that of the Performance Peer Group. With respect to state specific municipal funds, the Trustees recognized that certain state municipal funds do not have a corresponding state specific Performance Peer Group in which case their performance is measured against a more general municipal category for various states. The closed-end state municipal funds that do not have corresponding state-specific Performance Peer Groups are from Arizona, Connecticut, Georgia, Maryland, Massachusetts, Missouri, North Carolina, Ohio, Texas, and Virginia. Further, due to a lack of state-specific unleveraged categories, certain unleveraged state municipal funds are included in their leveraged state category (such as, the Nuveen California Select Tax-Free Income Fund, Nuveen California Municipal Value Fund, Nuveen New York Select Tax-Free Income Fund and Nuveen New York Municipal Value Fund). In reviewing performance, the Trustees reviewed performance information including, among other things, total return information compared with the Fund's Performance Peer Group for the one-, three- and five-year periods (as applicable) ending December 31, 2005. The Trustees also reviewed the Fund's portfolio level performance (which does not reflect fund level fees and expenses) compared to customized portfolio-level benchmarks for the one- and three-year periods ending December 31, 2005 (as applicable). This analysis is designed to assess the efficacy of investment decisions against appropriate measures of risk and total return, within specific market segments. This information supplements the Fund performance information provided to the Board at each of their quarterly meetings. Based on their review, the Trustees determined that the respective Fund's absolute and relative investment performance over time had been satisfactory. C. FEES, EXPENSES AND PROFITABILITY 1. FEES AND EXPENSES In evaluating the management fees and expenses of a Fund, the Board reviewed, among other things, the Fund's advisory fees (net and gross management fees) and total expense ratios (before and after expense reimbursements and/or waivers) in absolute terms as well as comparisons to the gross management fees (before waivers), net management fees (after waivers) and total expense ratios (before and after waivers) of comparable funds in the Peer Universe and the Peer Group. The Trustees reviewed data regarding the construction of Peer Groups as well as the methods of measurement for the fee and expense analysis and the performance analysis. In certain cases, due to the small number of peers in the Peer Universe, the Peer Universe and Peer Group 45 ANNUAL INVESTMENT MANAGEMENT AGREEMENT APPROVAL PROCESS (continued) may be the same. Further, the Trustees recognized that in certain cases the closest Peer Universe and/or Peer Group did not adequately reflect a fund's investment objectives and strategies limiting the usefulness of comparisons. In reviewing comparisons, the Trustees also considered the size of the Peer Universe and/or Peer Group, the composition of the Peer Group (including differences in the use of leverage and insurance) as well as differing levels of fee waivers and/or expense reimbursements. In this regard, the Trustees considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen (applicable, in particular, for certain funds launched since 1999). Based on their review of the fee and expense information provided, the Trustees determined that each Fund's net total expense ratio was within an acceptable range compared to peers. 2. COMPARISONS WITH THE FEES OF OTHER CLIENTS The Trustees further reviewed data comparing the advisory fees of the Fund Adviser with fees the Fund Adviser charges to other clients, including municipal managed accounts. In general, the fees charged for separate accounts are somewhat lower than the fees assessed to the Funds. The Trustees recognized that the differences in fees are attributable to a variety of factors, including the differences in services provided, product distribution, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Trustees noted, in particular, that the range of services provided to the Funds is more extensive than that provided to managed separate accounts. As described in further detail above, such additional services include, but are not limited to, providing: product management, fund administration, oversight of third party service providers, administration of board relations, and legal support. Funds further operate in a highly regulated industry requiring extensive compliance functions compared to the other investment products. In addition to the costs of the additional services, administrative costs may also be greater for funds as the average account size for separate accounts is notably larger than the retail accounts of funds. Given the differences in the product structures, particularly the extensive services provided to closed-end municipal funds, the Trustees believe such facts justify the different levels of fees. 3. PROFITABILITY OF FUND ADVISER In conjunction with its review of fees, the Trustees also considered the profitability of Nuveen Investments for advisory activities (which incorporated Nuveen's wholly-owned affiliated sub-advisers). The Trustees reviewed data comparing Nuveen's profitability with other fund sponsors prepared by three independent third party service providers as well as comparisons of the revenues, expenses and profits margins of various unaffiliated management firms with similar amounts of assets under management prepared by Nuveen. The Trustees further reviewed the 2005 Annual Report for Nuveen Investments. In considering profitability, the Trustees recognized the inherent limitations in determining profitability as well as the difficulties in comparing the profitability of other unaffiliated advisers. Profitability may be affected by numerous factors, including the methodology for allocating expenses, the adviser's business mix, the types of funds managed, the adviser's capital structure and cost of capital. Further, individual fund or product line profitability of other sponsors is generally not publicly available. Accordingly, the profitability information that is publicly available from various investment advisory or management firms may not be representative of the industry. Notwithstanding the foregoing, in reviewing profitability, the Trustees reviewed Nuveen's methodology and assumptions for allocating expenses across product lines to determine profitability. In this regard, the methods of allocation used appeared reasonable. The Trustees also, to the extent available, compared Nuveen's profitability margins (including pre- and post-marketing profit margins) with the profitability of various unaffiliated management firms. The Trustees noted that Nuveen's profitability is enhanced due to its efficient internal business model. The Trustees also recognized that while a number of factors affect profitability, Nuveen's profitability may change as fee waivers and/or expense reimbursement commitments of Nuveen to various funds in the Nuveen complex expire. To keep apprised of profitability and developments that may affect profitability, the Trustees have requested profitability analysis be provided periodically during the year. Based on their review, the Trustees were satisfied that the Fund Adviser's level of profitability was reasonable in light of the services provided. In evaluating the reasonableness of the compensation, the Trustees also considered any other revenues paid to the Fund Adviser as well as any indirect benefits (such as soft dollar arrangements, if any) the Fund Adviser and its affiliates are expected to receive that are directly attributable to their management of the Funds, if any. See Section E below for additional information. Based on their review of the overall fee arrangements of the applicable Fund, the Trustees determined that the advisory fees and expenses of the respective Fund were reasonable. 46 D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE With respect to economies of scale, the Trustees recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base as a fund grows. To help ensure the shareholders share in these benefits, the Trustees have reviewed and considered the breakpoints in the advisory fee schedules that reduce advisory fees as the applicable Fund's assets grow. In addition to advisory fee breakpoints as assets in a respective Fund rise, after lengthy discussions with management, the Board also approved a complex-wide fee arrangement that was introduced on August 1, 2004. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex, including the Funds, are reduced as the assets in the fund complex reach certain levels. In evaluating the complex-wide fee arrangement, the Trustees considered, among other things, the historic and expected fee savings to shareholders as assets grow, the amount of fee reductions at various asset levels, and that the arrangement would extend to all funds in the Nuveen complex. The Trustees noted that 2005 was the first full year to reflect the fee reductions from the complex wide fee arrangement. The Trustees also considered the impact, if any, the complex-wide fee arrangement may have on the level of services provided. Based on their review, the Trustees concluded that the breakpoint schedule and complex-wide fee arrangement currently was acceptable and desirable in providing benefits from economies of scale to shareholders. E. INDIRECT BENEFITS In evaluating fees, the Trustees also considered any indirect benefits or profits the Fund Adviser or its affiliates may receive as a result of its relationship with each Fund. In this regard, the Trustees considered revenues received by affiliates of the Fund Adviser for serving as agent at Nuveen's preferred trading desk and for serving as a co-manager in the initial public offering of new closed-end exchange traded funds. In addition to the above, the Trustees considered whether the Fund Adviser received any benefits from soft dollar arrangements. With respect to NAM, the Trustees noted that NAM does not currently have any soft dollar arrangements and does not pay excess brokerage commissions (or spreads on principal transactions) in order to receive research services; however, the Fund Adviser may from time to time receive and have access to research generally provided to institutional clients. F. APPROVAL The Trustees did not identify any single factor discussed previously as all-important or controlling. The Trustees, including a majority of independent Trustees, concluded that the terms of the Investment Management Agreements were fair and reasonable, that the Fund Adviser's fees are reasonable in light of the services provided to each Fund, and that the renewal of the Investment Management Agreements should be approved. 47 Reinvest Automatically EASILY AND CONVENIENTLY Sidebar text: 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 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. Dividends and distributions received to purchase shares in the open market will normally be invested shortly after the dividend payment date. No interest will be paid on dividends and distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions. 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. 48 Automatic Dividend REINVESTMENT PLAN NOTICE OF AMENDMENT TO THE TERMS AND CONDITIONS These Funds are amending the terms and conditions of their Automatic Dividend Reinvestment Plan (the "Plan") as further described below effective with the close of business on February 1, 2007. THESE CHANGES ARE INTENDED TO ENABLE PLAN PARTICIPANTS UNDER CERTAIN CIRCUMSTANCES TO REINVEST FUND DISTRIBUTIONS AT A LOWER AGGREGATE COST THAN IS POSSIBLE UNDER THE EXISTING PLAN. Shareholders who do not wish to continue as participants under the amended Plan may withdraw from the Plan by notifying the Plan Agent prior to the effective date of the amendments. Participants should refer to their Plan document for notification instructions, or may simply call Nuveen at (800) 257-8787. Fund shareholders who elect to participate in the Plan are able to have Fund distributions consisting of income dividends, realized capital gains and returns of capital automatically reinvested in additional Fund shares. Under the Plan's existing terms, the Plan Agent purchases Fund shares in the open market if the Fund's shares are trading at a discount to their net asset value on the payable date for the distribution. If the Fund's shares are trading at or above their net asset value on the payable date for the distribution, the Plan Agent purchases newly-issued Fund shares directly from the Fund at a price equal to the greater of the shares' net asset value or 95% of the shares' market value. Under the Plan's amended terms, 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. This change will permit Plan participants under these circumstances to reinvest Fund distributions at a lower aggregate cost than is possible under the existing Plan. 49 Notes 50 Other Useful INFORMATION QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION Each Fund's (i) quarterly portfolio of investments, (ii) information regarding how the Funds voted proxies relating to portfolio securities held during the 12-month period ended June 30, 2006, and (iii) a description of the policies and procedures that the Funds used to determine how to vote proxies relating to portfolio securities are available without charge, upon request, by calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen's website at www.nuveen.com. You may also obtain this and other Fund information directly from the Securities and Exchange Commission ("SEC"). The SEC may charge a copying fee for this information. Visit the SEC on-line at http://www.sec.gov or in person at the SEC's Public Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and operation. You may also request Fund information by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC's Public References Section at 450 Fifth Street NW, Washington, D.C. 20549. GLOSSARY OF TERMS USED IN THIS REPORT AVERAGE ANNUAL TOTAL RETURN: This is a commonly used method to express an investment's performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment's actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered. AVERAGE EFFECTIVE MATURITY: The average of all the maturities of the bonds in a Fund's portfolio, computed by weighting each maturity date (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. MODIFIED DURATION: Duration is a measure of the expected period over which a bond's principal and interest will be paid, and consequently is a measure of the sensitivity of a bond's or bond Fund's value to changes when market interest rates change. Generally, the longer a bond's or Fund's duration, the more the price of the bond or Fund will change as interest rates change. MARKET YIELD (ALSO KNOWN AS DIVIDEND YIELD OR CURRENT YIELD): An investment's current annualized dividend divided by its current market price. NET ASSET VALUE (NAV): A Fund's common share NAV per share is calculated by subtracting the liabilities of the Fund (including any MuniPreferred shares issued in order to leverage the Fund) from its total assets and then dividing the remainder by the number of shares outstanding. Fund NAVs are calculated at the end of each business day. TAXABLE-EQUIVALENT YIELD: The yield necessary from a fully taxable investment to equal, on an after-tax basis, the yield of a municipal bond investment. BOARD OF DIRECTORS Robert P. Bremner Lawrence H. Brown Jack B. Evans William C. Hunter David J. Kundert William J. Schneider Timothy R. Schwertfeger Judith M. Stockdale Eugene S. Sunshine FUND MANAGER Nuveen Asset Management 333 West Wacker Drive Chicago, IL 60606 CUSTODIAN State Street Bank & Trust Company Boston, MA TRANSFER AGENT AND SHAREHOLDER SERVICES State Street Bank & Trust Company Nuveen Funds P.O. Box 43071 Providence, RI 02940-3071 (800) 257-8787 LEGAL COUNSEL Chapman and Cutler LLP Chicago, IL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Chicago, IL Each Fund intends to repurchase shares of its own common stock in the future at such times and in such amounts as is deemed advisable. No shares were repurchased during the period covered by this report. Any future repurchases will be reported to shareholders in the next annual or semiannual report. 51 Nuveen Investments: SERVING Investors For GENERATIONS Photo of: 2 women looking at a photo album. Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions. For the past century, Nuveen Investments has adhered to the belief that the best approach to investing is to apply conservative risk-management principles to help minimize volatility. Building on this tradition, we today offer a range of high quality equity and fixed-income solutions that are integral to a well-diversified core portfolio. Our clients have come to appreciate this diversity, as well as our continued adherence to proven, long-term investing principles. WE OFFER MANY DIFFERENT INVESTING SOLUTIONS FOR OUR CLIENTS' DIFFERENT NEEDS. Managing more than $154 billion in assets, Nuveen Investments offers access to a number of different asset classes and investing solutions through a variety of products. Nuveen Investments markets its capabilities under four distinct brands: Nuveen, a leader in fixed-income investments; NWQ, a leader in value-style equities; Rittenhouse, a leader in growth-style equities; and Symphony, a leading institutional manager of market-neutral alternative investment portfolios. 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. o Share prices Learn more o Fund details about Nuveen Funds at o Daily financial news WWW.NUVEEN.COM/CEF o Investor education o Interactive planning tools Logo: NUVEEN Investments EAN-A-1006D ITEM 2. CODE OF ETHICS. As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the Code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/etf. (To view the code, click on the Investor Resources drop down menu box, click on Fund Governance and then click on Code of Conduct.) ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's Board of Directors or Trustees determined that the registrant has at least one "audit committee financial expert" (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrant's audit committee financial expert is Jack B. Evans, Chairman of the Audit Committee, who is "independent" for purposes of Item 3 of Form N-CSR. Mr. Evans was formerly President and Chief Operating Officer of SCI Financial Group, Inc., a full service registered broker-dealer and registered investment adviser ("SCI"). As part of his role as President and Chief Operating Officer, Mr. Evans actively supervised the Chief Financial Officer (the "CFO") and actively supervised the CFO's preparation of financial statements and other filings with various regulatory authorities. In such capacity, Mr. Evans was actively involved in the preparation of SCI's financial statements and the resolution of issues raised in connection therewith. Mr. Evans has also served on the audit committee of various reporting companies. At such companies, Mr. Evans was involved in the oversight of audits, audit plans, and the preparation of financial statements. Mr. Evans also formerly chaired the audit committee of the Federal Reserve Bank of Chicago. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Nuveen Municipal 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 (4) ---------------------------------------------------------------------------------------------------------------------- October 31, 2006 $ 55,927 $ 0 $ 400 $ 0 ---------------------------------------------------------------------------------------------------------------------- Percentage approved 0% 0% 0% 0% pursuant to pre-approval exception ---------------------------------------------------------------------------------------------------------------------- October 31, 2005 $ 51,752 $ 0 $ 619 $ 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. (4) "All Other Fees" are the aggregate fees billed for products and services other than "Audit Fees", "Audit Related Fees", and "Tax Fees". SERVICES THAT THE FUND'S AUDITOR BILLED TO THE ADVISER AND AFFILIATED FUND SERVICE PROVIDERS The following tables show the amount of fees billed by Ernst & Young LLP to Nuveen Asset Management ("NAM" or the "Adviser"), and any entity controlling, controlled by or under common control with NAM ("Control Affiliate") that provides ongoing services to the Fund ("Affiliated Fund Service Provider"), for engagements directly related to the Fund's operations and financial reporting, during the Fund's last two full fiscal years. The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid to Ernst & Young LLP by the Fund, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee's attention, and the Committee (or its delegate) approves the services before the Fund's audit is completed. FISCAL YEAR ENDED AUDIT-RELATED FEES TAX FEES BILLED TO ALL OTHER FEES BILLED TO ADVISER AND ADVISER AND BILLED TO ADVISER AFFILIATED FUND AFFILIATED FUND AND AFFILIATED FUND SERVICE PROVIDERS SERVICE PROVIDERS (1) SERVICE PROVIDERS ----------------------------------------------------------------------------------------------------- October 31, 2006 $ 0 $ 2,200 $ 0 ----------------------------------------------------------------------------------------------------- Percentage approved 0% 0% 0% pursuant to pre-approval exception ----------------------------------------------------------------------------------------------------- October 31, 2005 $ 0 $ 2,200 $ 0 ----------------------------------------------------------------------------------------------------- Percentage approved 0% 0% 0% pursuant to pre-approval exception ----------------------------------------------------------------------------------------------------- (1) The amounts reported for the Fund under the column heading "Tax Fees" represents amounts billed to the Adviser exclusively for the preparation for the Fund's tax return, the cost of which is borne by the Adviser. In the aggregate, for all Nuveen funds for which Ernst & Young LLP serves as independent registered public accounting firm, these fees amounted to $275,000 in 2006 and $282,575 in 2005. NON-AUDIT SERVICES The following table shows the amount of fees that Ernst & Young LLP billed during the Fund's last two full fiscal years for non-audit services. The Audit Committee is required to pre-approve non-audit services that Ernst & Young LLP provides to the Adviser and any Affiliated Fund Services Provider, if the engagement related directly to the Fund's operations and financial reporting (except for those subject to the de minimis exception described above). The Audit Committee requested and received information from Ernst & Young LLP about any non-audit services that Ernst & Young LLP rendered during the Fund's last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating Ernst & Young LLP's independence. FISCAL YEAR ENDED TOTAL NON-AUDIT FEES 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, 2006 $ 400 $ 2,200 $ 0 $ 2,600 October 31, 2005 $ 619 $ 2,200 $ 0 $ 2,819 "Non-Audit Fees billed to Adviser" for both fiscal year ends represent "Tax Fees" billed to Adviser in their respective amounts from the previous table. Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Fund by the Fund's independent accountants and (ii) all audit and non-audit services to be performed by the Fund's independent accountants for the Affiliated Fund Service Providers with respect to operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent accountants for the Fund and Affiliated Fund Service Providers (with respect to operations and financial reports of the Fund) such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. The registrant's Board of Directors or Trustees has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Robert P. Bremner, Lawrence H. Brown, Jack B. Evans, William J. Schneider and Eugene S. Sunshine. ITEM 6. SCHEDULE OF INVESTMENTS. See Portfolio of Investments in Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The registrant invests its assets primarily in municipal bonds and cash management securities. On rare occasions the registrant may acquire, directly or through a special purpose vehicle, equity securities of a municipal bond issuer whose bonds the registrant already owns when such bonds have deteriorated or are expected shortly to deteriorate significantly in credit quality. The purpose of acquiring equity securities generally will be to acquire control of the municipal bond issuer and to seek to prevent the credit deterioration or facilitate the liquidation or other workout of the distressed issuer's credit problem. In the course of exercising control of a distressed municipal issuer, NAM may pursue the registrant's interests in a variety of ways, which may entail negotiating and executing consents, agreements and other arrangements, and otherwise influencing the management of the issuer. NAM does not consider such activities proxy voting for purposes of Rule 206(4)-6 under the 1940 Act, but nevertheless provides reports to the registrant's Board of Trustees on its control activities on a quarterly basis. In the rare event that a municipal issuer were to issue a proxy or that the registrant were to receive a proxy issued by a cash management security, NAM would either engage an independent third party to determine how the proxy should be voted or vote the proxy with the consent, or based on the instructions, of the registrant's Board of Trustees or its representative. A member of NAM's legal department would oversee the administration of the voting, and ensure that records were maintained in accordance with Rule 206(4)-6, reports were filed with the SEC on Form N-PX, and the results provided to the registrant's Board of Trustees and made available to shareholders as required by applicable rules. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. THE PORTFOLIO MANAGER The following individual has primary responsibility for the day-to-day implementation of the registrant's investment strategies: NAME FUND 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: NUMBER OF PORTFOLIO MANAGER TYPE OF ACCOUNT MANAGED ACCOUNTS ASSETS -------------------------------------------------------------------------------- Thomas Spalding Registered Investment Company 11 $8.011 billion Other Pooled Investment Vehicles 0 $0.00 Other Accounts 5 $10 million * Assets are as of October 31, 2006. 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, 2006, the S&P/Investortools Municipal Bond index was comprised of 48,513 securities with an aggregate current market value of $ 923,532 billion. Base salary. Each portfolio manager is paid a base salary that is set at a level determined by NAM in accordance with its overall compensation strategy discussed above. NAM is not under any current contractual obligation to increase a portfolio manager's base salary. Cash bonus. Each portfolio manager is also eligible to receive an annual cash bonus. The level of this bonus is based upon evaluations and determinations made by each portfolio manager's supervisors, along with reviews submitted by his peers. These reviews and evaluations often take into account a number of factors, including the effectiveness of the investment strategies recommended to the NAM's investment team, the performance of the accounts for which he serves as portfolio manager relative to any benchmarks established for those accounts, his effectiveness in communicating investment performance to stockholders and their representatives, and his contribution to the NAM's investment process and to the execution of investment strategies. The cash bonus component is also impacted by the overall performance of Nuveen Investments, Inc. in achieving its business objectives. Long-term incentive compensation. Each portfolio manager is eligible to receive bonus compensation in the form of equity-based awards issued in securities issued by Nuveen Investments, Inc. The amount of such compensation is dependent upon the same factors articulated for cash bonus awards but also factors in his long-term potential with the firm. Material Conflicts of Interest. Each portfolio manager's simultaneous management of the registrant and the other accounts noted above may present actual or apparent conflicts of interest with respect to the allocation and aggregation of securities orders placed on behalf of the Registrant and the other account. NAM, however, believes that such potential conflicts are mitigated by the fact that the NAM has adopted several policies that address potential conflicts of interest, including best execution and trade allocation policies that are designed to ensure (1) that portfolio management is seeking the best price for portfolio securities under the circumstances, (2) fair and equitable allocation of investment opportunities among accounts over time and (3) compliance with applicable regulatory requirements. All accounts are to be treated in a non-preferential manner, such that allocations are not based upon account performance, fee structure or preference of the portfolio manager. In addition, NAM has adopted a Code of Conduct that sets forth policies regarding conflicts of interest. Beneficial Ownership of Securities. As of the October 31, 2006, 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 DOLLAR EQUITY RANGE OF SECURITIES EQUITY BENEFICIALLY SECURITIES OWNED IN BENEFICIALLY THE OWNED IN REMAINDER FUND OF NUVEEN FUNDS MANAGED BY NAM'S MUNICIPAL NAME OF PORTFOLIO INVESTMENT MANAGER FUND TEAM ----------------------------------------------------------------------------------------------------------------------- Thomas Spalding Nuveen Municipal Value Fund, Inc. $100,001 - $100,001 - $250,000 $250,000 ----------------------------------------------------------------------------------------------------------------------- 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. He received his undergraduate degree and MBA from the University of Michigan and attained the CFA designation in 1979. 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 registrants Board implemented after the registrant last provided disclosure in response to this item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrant's website at www.nuveen.com/etf and there were no amendments during the period covered by this report. (To view the code, click on the Investor Resources drop down menu box, click on Fund Governance and then Code of Conduct.) (a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT Attached hereto. (a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable. (b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed "filed" for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Nuveen Municipal Value Fund, Inc. ----------------------------------------------------------- By (Signature and Title)* /s/ Jessica R. Droeger ---------------------------------------------- Jessica R. Droeger Vice President and Secretary Date: January 5, 2007 ------------------------------------------------------------------- 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 5, 2007 ------------------------------------------------------------------- By (Signature and Title)* /s/ Stephen D. Foy ---------------------------------------------- Stephen D. Foy Vice President and Controller (principal financial officer) Date: January 5, 2007 ------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.