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, 2004 ------------------ 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, 2004 Nuveen Investments Municipal Closed-End Exchange-Traded Funds NUVEEN MUNICIPAL VALUE FUND, INC. NUV NUVEEN MUNICIPAL INCOME FUND, INC. NMI Photo of: Man and woman sitting on porch. Photo of: 2 children sitting in the grass. DEPENDABLE, TAX-FREE INCOME BECAUSE IT'S NOT WHAT YOU EARN, IT'S WHAT YOU KEEP.(R) Logo: NUVEEN Investments Photo of: Woman Photo of: Man and child Photo of: Woman 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 most recent fiscal year your Fund continued to provide you with monthly tax-free income and an attractive total return. For more specific information about the performance of your Fund, please see the Portfolio Managers' Perspectives and Performance Overview sections of this report. With longer-term interest rates still relatively low, many investors have begun to wonder whether these rates will soon begin to rise, and whether that makes this the time to adjust their holdings of fixed-income investments. No one knows what the future will bring, which is why we think a well-balanced portfolio that is structured and carefully monitored with the help of an investment professional can be an impor- "OUR MISSION CONTINUES TO BE TO ASSIST YOU AND YOUR FINANCIAL ADVISOR BY OFFERING THE INVESTMENT SERVICES AND PRODUCTS THAT CAN HELP YOU TO SECURE YOUR FINANCIAL OBJECTIVES." tant component in achieving your long-term financial goals. A well-diversified portfolio may actually help to reduce your overall investment risk, and we believe that a municipal bond investment like your Nuveen Fund can be an important building block in a portfolio designed to perform well through a variety of market conditions. As in past reports, I'd also like to direct your attention to the inside front cover, which explains the quick and easy process to begin receiving these Fund reports via e-mail and the internet. Thousands of Nuveen Fund shareholders already have signed-up, and they are getting their Fund information faster and more conveniently than ever. I urge you to consider joining them. At Nuveen Investments, our mission continues to be to assist you and your financial advisor by offering the investment services and products that can help you to secure your financial objectives. 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. Sincerely, /s/ Timothy R. Schwertfeger Timothy R. Schwertfeger Chairman of the Board December 15, 2004 Nuveen Municipal Closed-End Exchange-Traded Funds NUV, NMI Portfolio Managers' PERSPECTIVE Portfolio managers Tom Spalding and John Miller discuss the economic and market environment, key investment strategies and the fiscal year performance of NUV and NMI. With 27 years of investment experience at Nuveen, Tom has managed NUV since its inception in 1987. John, who has 11 years of municipal market experience, 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, 2004? During this fiscal year, the U.S. economy demonstrated improvement in a number of key areas, although the pace of the recovery slowed over the last six months of the period. As one example, the gross domestic product (GDP) expanded at annualized rates of in the fourth quarter of 2003 and 4.5% in the first quarter of 2004. However, sharply higher energy prices restrained consumer spending during the second and third quarters of 2004, which in turn impacted economic momentum. Over this period, GDP growth moderated to 3.3% annualized in the second quarter and 3.9% annualized in the third quarter. Higher energy costs also continued to fuel lingering concerns about inflation. Although monthly gains in consumer prices were generally tame, by the end of October 2004 inflation was running well ahead of the 2003 pace. The Consumer Price Index (CPI) rose at a 3.9% annualized rate for the first 10 months of 2004, more than double the 1.9% rate for all of 2003. Excluding energy and food, the CPI increased at an annual rate of 2.4% for the first 10 months of 2004. During the second quarter of 2004 in particular, inflation worries, the slowing pace of economic recovery and continued geopolitical uncertainty acted as catalysts for heightened volatility in the fixed-income markets. As one example, the yield on the Bond Buyer 25 Revenue Bond Index (BB25), a widely followed municipal bond index, began this reporting period at 5.24%. The BB25 yield then dropped steadily over the next five months to 4.73% by mid-March 2004. As a series of improved employment reports sparked increased anticipation of action by the Federal Reserve, the index yield began to climb again, rising more than 70 basis points over the next eight weeks to 5.45%, where it hovered through the end of June. However, more bond-friendly news--including indications of relatively slow growth of wages and employment--prompted a retreat to 4.97% by the end of October 2004. While intermediate and long-term bond yields generally fell over most of the second half of the Funds' fiscal years, short-term rates slowly rose. The Federal Reserve instituted three different one-quarter-point increases in the fed funds rate between June and September 2004. (On both November 10 and December 14, following the end of this reporting period, the Fed added additional quarter-point increases, bringing the fed funds rate to 2.25%.) 4 Over the 12 month period, municipal new issue supply nationwide remained relatively strong, with $363.4 billion in new bonds coming to market. This represented a decrease of about 5% from the preceding 12-month period, as the improving economy and higher tax revenues lessened the need for some issuers to borrow. IN THIS ENVIRONMENT, WHAT KEY STRATEGIES WERE USED TO MANAGE NUV AND NMI DURING THE 12 MONTHS ENDED OCTOBER 31, 2004? As the market continued to anticipate increased interest rates, our focus during this reporting period remained on finding bonds with the potential to add value and perform well under a variety of market scenarios. In general, our purchase activity in NUV emphasized attractive, higher-quality securities that mature in 20 to 25 years, while NMI focused on higher-quality bonds with maturities in the range of 15 to 20 years. In many cases, bonds in this intermediate to long intermediate part of the yield curve offered yields similar to those of longer-term bonds with what we believed to be less inherent interest rate risk (the risk that the value of a Fund's portfolio will decline if market interest rates rise, since bond prices move in the opposite direction of interest rates). Demand for municipal securities remained firm through most of this reporting period, which limited our ability to find bonds with attractive prices, yields and structures. Because bonds in the insured and limited tax obligation sectors constituted a major part of new issue volume during the fiscal year, we often looked in these areas for purchase opportunities. Consequently, the allocations to both limited tax obligation bonds and the insured category increased in NUV and NMI over the course of this fiscal year. We also sought to purchase higher-coupon bonds that we believed could help support the Funds' dividends, and we worked to enhance the Funds' call protection by selling some bonds with short call dates and reinvesting the proceeds in longer-term securities with better call protection. As noted, one of our goals in NMI over this period was to improve the Fund's overall credit quality. We also wanted to enhance industry sector diversification while trying to support the Fund's dividend-paying capabilities. As of October 31, 2004, NMI's allocation to the top three credit quality categories--AAA/U.S. Guaranteed, AA, and A--totaled 43%, up from 31% a year earlier. HOW DID THE FUNDS PERFORM? Individual results for NUV and NMI, as well as for relevant comparative indexes, are presented in the accompanying table. 5 TOTAL RETURNS ON NET ASSET VALUE For periods ended 10/31/04 (Annualized) 1-YEAR 5-YEAR 10-YEAR -------------------------------------------------------------------- NUV 7.77% 6.87% 6.38% -------------------------------------------------------------------- NMI 8.69% 4.77% 5.63% -------------------------------------------------------------------- Lehman Brothers Municipal Bond Index1 6.03% 7.19% 7.05% -------------------------------------------------------------------- Lipper General and Insured Unleveraged Municipal Debt Funds Average2 7.04% 5.71% 6.38% -------------------------------------------------------------------- Past performance is not predictive of future results. For additional information, see the individual Performance Overview for your Fund in this report. For the 12 months ended October 31, 2004, the total returns on net asset value (NAV) for both NUV and NMI outperformed the return on the Lehman Brothers Index. The two Funds also outperformed the average return for their Lipper peer group for this period. Even though we sought over the course of this fiscal year to improve the credit quality of both Funds, their relatively large holdings of lower-quality bonds was one of the major factors contributing to their outperformance of the Lehman Brothers Index. Over most of the reporting period, lower-quality bonds generally outperformed higher-quality securities as the economy improved and demand for these lower-quality bonds increased. Among the lower-rated bonds making positive contributions to the Funds' total returns during this period were those issued by the healthcare sector, especially hospital bonds. The performance of the healthcare sector as a whole ranked second among the Lehman Brothers Index's revenue sectors for the 12-month period. As of October 31, 2004, exposure to the healthcare sector was 20.3% in NUV and 16.2% in NMI. In particular, NUV benefited from its holdings of bonds issued by the Michigan State Hospital Finance Authority for Detroit Medical Center, which appreciated in price as the center's financial situation continued to improve. One NMI hospital holding, the West Penn Allegheny Health System in Pennsylvania, also experienced price appreciation due to strong financial results and the demand for high-yield hospital bonds. NUV and NMI had a number of healthcare credits pre-refunded and/or upgraded during this reporting period, which resulted in improved credit quality and price appreciation, which added to the Funds' total returns. In addition, both Funds benefited from the improvement in California general obligation bonds, which were upgraded by Moody's, Standard & Poor's and Fitch to A3/A/A- from Baa1/BBB/BBB between May and September 2004. 1 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. 2 The Lipper General and Insured Unleveraged Municipal Debt Funds category average is calculated using the returns of all closed-end exchange-traded funds in this category for each period as follows: 1 year, 9 funds; 5 years, 8 funds; and 10 years, 8 funds. Fund and Lipper returns assume reinvestment of dividends. 6 Both Funds' returns were helped by the strong performance of their holdings of uninsured bonds backed by the 1998 master tobacco settlement agreement. As of October 31, 2004, NUV and NMI had exposures of approximately 5% to tobacco bonds. One sector that did not perform well during this period was housing, both multifamily and single family. The housing sector, as a whole, ranked at the bottom of the Lehman Brothers Index's revenue sectors for the 12-month period. The sector's below-market performance stemmed largely from the increase in mortgage prepayments as interest rates remained low, which resulted in a number of bond calls. While the Funds' housing exposure had a negative impact on their performance, this was minimized by the fact that as of October 31, 2004, NUV and NMI each had allocated only 2% of their investments to the housing sector. HOW ABOUT THE FUNDS' DIVIDENDS AND SHARE PRICES? As noted, interest rates remained relatively low throughout this reporting period. This meant that proceeds from the calls and sales of higher-yielding bonds had to be reinvested in the current, lower interest rate environment. This led to a dividend cut by NMI in March 2004 and by NUV in June 2004. Both of these Funds 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, 2004, NUV had positive UNIIbalances for both financial statement and tax purposes, and NMI had a negative UNII balance for financial statement purposes, but a positive UNII balance for tax purposes. As of October 31, 2004, both NUV and NMI were trading at discounts to their NAVs. These discounts were generally in line with the Funds' average discounts over the entire 12-month reporting period. HOW WERE THE FUNDS POSITIONED IN TERMS OF BOND CALLS AS OF OCTOBER 31, 2004? As of October 31, 2004, the potential call exposure for these Funds during 2004-2006 was 16% in NUV and 21% in NMI. The number of actual bond calls in both of these Funds depends largely on market interest rates in the future. 7 Nuveen Municipal Value Fund, Inc. NUV Performance OVERVIEW As of October 31, 2004 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 52% AA 13% A 13% BBB 14% NR 2% BB or Lower 6% Bar Chart: 2003-2004 MONTHLY TAX-FREE DIVIDENDS PER SHARE2 Nov 0.04 Dec 0.04 Jan 0.04 Feb 0.04 Mar 0.04 Apr 0.04 May 0.04 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. 11/1/03 9.12 9.19 9.24 9.25 9.21 9.21 9.2 9.25 9.3 9.4 9.51 9.51 9.53 9.52 9.52 9.53 9.54 9.59 9.55 9.62 9.54 9.43 9.05 8.9 8.84 8.66 8.78 8.96 8.98 8.93 8.74 8.74 8.98 9.05 9.03 8.91 8.89 9.07 9.04 9.1 9.16 9.14 9.21 9.24 9.27 9.16 9.22 9.24 9.3 10/31/04 9.36 FUND SNAPSHOT ------------------------------------ Share Price $9.36 ------------------------------------ Net Asset Value $10.11 ------------------------------------ Premium/(Discount) to NAV -7.42% ------------------------------------ Market Yield 5.00% ------------------------------------ Taxable-Equivalent Yield1 6.94% ------------------------------------ Net Assets ($000) $1,971,925 ------------------------------------ Average Effective Maturity on Securities (Years) 20.79 ------------------------------------ Average Modified Duration 6.52 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 6/17/87) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 9.01% 7.77% ------------------------------------ 5-Year 7.72% 6.87% ------------------------------------ 10-Year 6.50% 6.38% ------------------------------------ STATES (as a % of total investments) ------------------------------------ New York 15.8% ------------------------------------ Illinois 11.8% ------------------------------------ California 11.4% ------------------------------------ Michigan 5.8% ------------------------------------ Texas 5.7% ------------------------------------ Indiana 4.7% ------------------------------------ New Jersey 4.0% ------------------------------------ Massachusetts 2.9% ------------------------------------ Missouri 2.8% ------------------------------------ South Carolina 2.8% ------------------------------------ Colorado 2.7% ------------------------------------ Wisconsin 2.4% ------------------------------------ Washington 2.1% ------------------------------------ Georgia 2.0% ------------------------------------ Nevada 1.9% ------------------------------------ Louisiana 1.9% ------------------------------------ Pennsylvania 1.9% ------------------------------------ Florida 1.8% ------------------------------------ Other 15.6% ------------------------------------ SECTORS (as a % of Total Investments) ------------------------------------ Tax Obligation/Limited 21.3% ------------------------------------ Healthcare 20.3% ------------------------------------ Tax Obligation/General 12.5% ------------------------------------ Utilities 12.3% ------------------------------------ Transportation 9.9% ------------------------------------ U.S. Guaranteed 8.2% ------------------------------------ Consumer Staples 4.9% ------------------------------------ Other 10.6% ------------------------------------ 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%. For investments that generate qualified dividend income, the taxable-equivalent yield is lower. 2 The Fund also paid shareholders capital gains and net ordinary income distributions in December 2003 of $0.0832 per share. 8 Nuveen Municipal Income Fund, Inc. NMI Performance OVERVIEW As of October 31, 2004 Pie Chart: CREDIT QUALITY (as a % of total investments) AAA/U.S. Guaranteed 20% AA 10% A 13% BBB 39% NR 11% BB or Lower 7% Bar Chart: 2003-2004 MONTHLY TAX-FREE DIVIDENDS PER SHARE Nov 0.045 Dec 0.045 Jan 0.045 Feb 0.045 Mar 0.044 Apr 0.044 May 0.044 Jun 0.044 Jul 0.044 Aug 0.044 Sep 0.044 Oct 0.044 Line Chart: SHARE PRICE PERFORMANCE Weekly Closing Price Past performance is not predictive of future results. 11/1/03 9.66 9.65 9.64 9.66 9.62 9.87 9.73 9.84 9.6 9.91 9.95 9.87 9.98 10.14 10.4 10.38 10.41 10.47 10.46 10.62 10.55 10.35 10.05 9.52 9.73 9.27 9.33 9.29 9.36 9.32 9.28 9.55 9.6 9.6 9.55 9.49 9.59 9.82 9.84 10 9.91 9.93 10.1 10.04 9.92 9.96 9.96 10.17 10.03 10/31/04 10.08 FUND SNAPSHOT ------------------------------------ Share Price $10.08 ------------------------------------ Net Asset Value $10.76 ------------------------------------ Premium/(Discount) to NAV -6.32% ------------------------------------ Market Yield 5.24% ------------------------------------ Taxable-Equivalent Yield1 7.28% ------------------------------------ Net Assets ($000) $87,324 ------------------------------------ Average Effective Maturity on Securities (Years) 17.82 ------------------------------------ Average Modified Duration 5.80 ------------------------------------ AVERAGE ANNUAL TOTAL RETURN (Inception 4/20/88) ------------------------------------ ON SHARE PRICE ON NAV ------------------------------------ 1-Year 10.34% 8.69% ------------------------------------ 5-Year 4.23% 4.77% ------------------------------------ 10-Year 5.55% 5.63% ------------------------------------ STATES (as a % of total investments) ------------------------------------ California 16.6% ------------------------------------ New York 9.6% ------------------------------------ Texas 8.7% ------------------------------------ Illinois 6.8% ------------------------------------ Pennsylvania 6.0% ------------------------------------ Connecticut 6.0% ------------------------------------ Colorado 5.5% ------------------------------------ South Carolina 4.4% ------------------------------------ Michigan 4.1% ------------------------------------ Indiana 4.1% ------------------------------------ Ohio 3.3% ------------------------------------ Florida 3.3% ------------------------------------ Virginia 3.2% ------------------------------------ Massachusetts 3.0% ------------------------------------ Louisiana 3.0% ------------------------------------ Other 12.4% ------------------------------------ SECTORS (as a % of total investments) ------------------------------------ Utilities 22.5% ------------------------------------ Tax Obligation/Limited 16.3% ------------------------------------ Healthcare 16.2% ------------------------------------ Consumer Staples 7.5% ------------------------------------ Tax Obligation/General 7.4% ------------------------------------ Materials 6.9% ------------------------------------ Education and Civic Organizations 6.9% ------------------------------------ U.S. Guaranteed 6.6% ------------------------------------ Transportation 5.0% ------------------------------------ Other 4.7% ------------------------------------ 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%. For investments that generate qualified dividend income, the taxable-equivalent yield is lower. 9 Shareholder MEETING REPORT The Shareholder Meeting was held on August 3, 2004, at the Northern Trust Bank, Chicago, Illinois. NUV NMI ------------------------------------------------------------------------------------------------------------------------------------ APPROVAL OF THE BOARD MEMBERS WAS REACHED AS FOLLOWS: Common Common Shares Shares ==================================================================================================================================== Lawrence H. Brown For 167,203,265 7,206,102 Withhold 2,356,332 80,353 ------------------------------------------------------------------------------------------------------------------------------------ Total 169,559,597 7,286,455 ==================================================================================================================================== William C. Hunter For 167,122,349 7,195,491 Withhold 2,437,248 90,964 ------------------------------------------------------------------------------------------------------------------------------------ Total 169,559,597 7,286,455 ==================================================================================================================================== Timothy R. Schwertfeger For 167,312,331 7,206,646 Withhold 2,247,266 79,809 ------------------------------------------------------------------------------------------------------------------------------------ Total 169,559,597 7,286,455 ==================================================================================================================================== 10 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. as of October 31, 2004, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of investments owned as of October 31, 2004, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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, 2004, the results of their operations for the year then ended, the 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 15, 2004 11 Nuveen Municipal Value Fund, Inc. (NUV) Portfolio of INVESTMENTS October 31, 2004 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALABAMA - 1.3% $ 1,615 Alabama Housing Finance Authority, Collateralized Home 4/08 at 102.00 Aaa $ 1,644,555 Mortgage 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 11/09 at 101.00 Baa2 5,462,350 Waste 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 1,826,895 Series 2001A, 5.750%, 6/01/31 4,000 Jasper Medical Clinic Board, Alabama, Hospital Revenue 1/05 at 100.00 Baa1 4,036,400 Bonds, Walker Regional Medical Center Inc., Series 1993, 6.375%, 7/01/18 12,000 Jefferson County, Alabama, Sewer Revenue Capital 2/09 at 101.00 AAA 13,463,520 Improvement Warrants, Series 1999A, 5.375%, 2/01/36 (Pre-refunded to 2/01/09) - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ ALASKA - 0.3% 3,000 Anchorage, Alaska, General Obligation Bonds, Series 2003B, 9/13 at 100.00 AAA 3,163,050 5.000%, 9/01/23 - FGIC Insured 3,030 Northern Tobacco Securitization Corporation, Alaska, Tobacco 6/10 at 100.00 BBB 3,030,485 Settlement Asset-Backed Bonds, Series 2000, 6.200%, 6/01/22 ------------------------------------------------------------------------------------------------------------------------------------ ARIZONA - 1.2% 4,900 Arizona Health Facilities Authority, Hospital System Revenue 11/09 at 100.00 Ba2 4,929,204 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 Ba2 1,412,446 Bonds, Phoenix Children's Hospital, Series 2002A, 6.250%, 2/15/21 13,100 Arizona Health Facilities Authority, Hospital Revenue Bonds, 7/10 at 101.00 BBB+ 14,501,045 Catholic Healthcare West, Series 1999A, 6.625%, 7/01/20 3,000 Phoenix Industrial Development Authority, Arizona, GNMA 4/15 at 100.00 Aaa 3,000,000 Collateralized Multifamily Housing Revenue Bonds, Park Lee Apartments, Series 2004A, 5.050%, 4/20/44 (Alternative Minimum Tax) (WI, settling 12/16/04) ------------------------------------------------------------------------------------------------------------------------------------ ARKANSAS - 0.8% 10,460 Cabot School District 4, Lonoke County, Arkansas, General 8/08 at 100.00 Aaa 10,734,470 Obligation Refunding Bonds, Series 2003, 5.000%, 2/01/32 - AMBAC Insured 585 Conway, Arkansas, Sales and Use Tax Capital Improvement 12/06 at 101.00 AAA 628,109 Bonds, Series 1997A, 5.350%, 12/01/17 - FSA Insured 2,750 Jefferson County, Arkansas, Pollution Control Revenue 12/04 at 100.00 Baa2 2,753,053 Refunding Bonds, Entergy Arkansas Inc. Project, Series 1997, 5.600%, 10/01/17 2,000 University of Arkansas, Fayetteville, Various Facilities Revenue 12/12 at 100.00 Aaa 2,047,480 Bonds, Series 2002, 5.000%, 12/01/32 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 11.2% 7,310 California Educational Facilities Authority, Revenue Bonds, 10/09 at 39.19 Aaa 2,485,546 Loyola Marymount University, Series 2000, 0.000%, 10/01/24 (Pre-refunded to 10/01/09) - MBIA Insured 3,975 California Infrastructure Economic Development Bank, Revenue 10/11 at 101.00 A- 4,045,954 Bonds, J. David Gladstone Institutes, Series 2001, 5.250%, 10/01/34 California, General Obligation Bonds, Series 2003: 14,600 5.250%, 2/01/28 8/13 at 100.00 A 15,351,754 11,250 5.000%, 2/01/33 8/13 at 100.00 A 11,477,025 7,500 California, General Obligation Bonds, Series 2004, 5.000%, 2/01/33 2/14 at 100.00 A 7,658,250 California Department of Water Resources, Power Supply Revenue Bonds, Series 2002A: 10,000 5.125%, 5/01/19 5/12 at 101.00 A2 10,753,700 10,000 5.250%, 5/01/20 5/12 at 101.00 A2 10,820,400 12 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA (continued) $ 17,155 California State Public Works Board, Lease Revenue 12/04 at 101.00 Aa2 $ 17,361,889 Refunding Bonds, Various University of California Projects, Series 1993A, 5.500%, 6/01/21 15,500 California Statewide Community Development Authority, 4/09 at 101.00 BBB- 15,809,380 Certificates of Participation, Internext Group, Series 1999, 5.375%, 4/01/17 3,000 Capistrano Unified School District, Ladera, California, Special 9/09 at 102.00 N/R 3,068,580 Tax Bonds, Community Facilities District 98-2, Series 1999, 5.750%, 9/01/29 5,895 Central California Joint Powers Health Finance Authority, 2/05 at 100.00 Baa2 5,739,018 Certificates of Participation, Community Hospitals of Central California, Series 1993, 5.000%, 2/01/23 Foothill/Eastern Transportation Corridor Agency, California, Toll Road Revenue Bonds, Series 1995A: 30,000 0.000%, 1/01/22 No Opt. Call AAA 13,589,700 2,500 6.000%, 1/01/34 (Pre-refunded to 1/01/07) 1/07 at 100.00 AAA 2,714,525 3,500 Golden State Tobacco Securitization Corporation, California, 6/13 at 100.00 BBB 3,437,665 Tobacco Settlement Asset-Backed Bonds, Series 2003A-1, 6.750%, 6/01/39 33,150 Golden State Tobacco Securitization Corporation, California, 6/13 at 100.00 AAA 33,809,685 Enhanced Tobacco Settlement Asset-Backed Bonds, Series 2003B, 5.000%, 6/01/38 - AMBAC Insured 9,000 Los Angeles Department of Water and Power, California, 7/11 at 100.00 AA 9,208,530 Waterworks Revenue Refunding Bonds, Series 2001A, 5.125%, 7/01/41 4,000 Los Angeles Regional Airports Improvement Corporation, 12/12 at 102.00 B- 3,628,000 California, Sublease Revenue Bonds, Los Angeles International Airport, American Airlines Inc. Terminal 4 Project, Series 2002C, 7.500%, 12/01/24 (Alternative Minimum Tax) 30,470 Los Angeles County Public Works Financing Authority, 12/04 at 101.00 AAA 31,144,606 California, Lease Revenue Bonds, Multiple Capital Facilities Project IV, Series 1993, 4.750%, 12/01/13 - MBIA Insured 8,000 Rancho Mirage Joint Powers Financing Authority, California, 7/14 at 100.00 A3 8,308,240 Revenue Bonds, Eisenhower Medical Center, Series 2004, 5.625%, 7/01/34 7,300 San Diego County, California, Certificates of Participation, 9/09 at 101.00 Baa3 7,580,612 Burnham Institute, Series 1999, 6.250%, 9/01/29 2,629 Yuba County Water Agency, California, Yuba River 3/05 at 100.00 Baa3 2,628,895 Development Revenue Bonds, Pacific Gas and Electric Company, Series 1966A, 4.000%, 3/01/16 ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 2.7% 1,800 Colorado Educational and Cultural Facilities Authority, 8/11 at 100.00 AAA 2,284,074 Charter School Revenue Bonds, Peak-to-Peak Charter School, Series 2001, 7.625%, 8/15/31 (Pre-refunded to 8/15/11) 2,000 Colorado Health Facilities Authority, Revenue Bonds, Catholic 3/12 at 100.00 AA 2,101,380 Health Initiatives, Series 2002A, 5.500%, 3/01/32 500 Colorado Health Facilities Authority, Revenue Bonds, 1/12 at 100.00 BBB 524,430 Vail Valley Medical Center Project, Series 2001, 5.750%, 1/15/22 2,580 Colorado Health Facilities Authority, Revenue Bonds, Sisters 11/04 at 102.00 AA 2,637,560 of Charity Healthcare Systems Inc., Series 1994, 5.250%, 5/15/14 18,915 Denver, Colorado, Airport System Revenue Refunding Bonds, 11/13 at 100.00 AAA 19,363,664 Series 2003B, 5.000%, 11/15/33 - XLCA Insured E-470 Public Highway Authority, Colorado, Senior Revenue Bonds, Series 2000A: 39,700 0.000%, 9/01/28 - MBIA Insured 9/10 at 31.42 AAA 9,928,176 5,000 5.750%, 9/01/35 - MBIA Insured 9/10 at 102.00 AAA 5,617,400 15,000 E-470 Public Highway Authority, Colorado, Senior Revenue No Opt. Call AAA 3,440,250 Bonds, Series 2000B, 0.000%, 9/01/32 - MBIA Insured 950 Northwest Parkway Public Highway Authority, Colorado, 6/11 at 102.00 AAA 1,071,752 Revenue Bonds, Senior Series 2001A, 5.500%, 6/15/19 - AMBAC Insured 7,000 Northwest Parkway Public Highway Authority, Colorado, 6/16 at 100.00 AAA 5,573,680 Revenue Bonds, Senior Series 2001C, 0.000%, 6/15/21 - AMBAC Insured 13 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2004 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ DISTRICT OF COLUMBIA - 1.6% 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 $ 2,740,075 29,300 4.750%, 10/01/28 - AMBAC Insured 10/08 at 100.00 AAA 29,132,990 ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA - 1.8% 4,000 Escambia County Health Facilities Authority, Florida, Revenue 11/12 at 101.00 AA 4,359,400 Bonds, Ascension Health Credit Group, Series 2002C, 5.750%, 11/15/32 10,690 Jacksonville, Florida, Better Jacksonville Sales Tax Revenue 10/11 at 100.00 AAA 10,931,166 Bonds, Series 2001, 5.000%, 10/01/30 - AMBAC Insured 4,880 Lee County, Florida, Airport Revenue Bonds, Series 2000A, 10/10 at 101.00 AAA 5,381,322 6.000%, 10/01/32 (Alternative Minimum Tax) - FSA Insured 5,000 Orange County Health Facilities Authority, Florida, Hospital 10/09 at 101.00 A 5,263,250 Revenue Bonds, Orlando Regional Healthcare System, Series 1999E, 6.000%, 10/01/26 8,250 Orange County School Board, Florida, Certificates of 8/12 at 100.00 AAA 8,509,380 Participation, Series 2002A, 5.000%, 8/01/27 - MBIA Insured 1,025 West Palm Beach, Florida, Utility System Revenue Bonds, 10/07 at 101.00 Aaa 1,110,014 Series 2000, 5.625%, 10/01/27 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ GEORGIA - 1.9% 2,500 Atlanta, Georgia, Water and Wastewater Revenue Bonds, 5/12 at 100.00 AAA 2,566,850 Series 2001A, 5.000%, 11/01/33 - MBIA Insured 10,040 Atlanta, Georgia, Water and Wastewater Revenue Bonds, 5/09 at 101.00 AAA 10,203,150 Series 1999A, 5.000%, 11/01/38 - FGIC Insured Coffee County Hospital Authority, Georgia, Revenue Anticipation Certificates, Coffee Regional Medical Center Inc., Series 1997A: 900 6.250%, 12/01/06 No Opt. Call N/R*** 967,545 21,100 6.750%, 12/01/26 (Pre-refunded to 12/01/06) 12/06 at 102.00 N/R*** 22,218,722 2,250 Royston Hospital Authority, Georgia, Revenue Anticipation 7/09 at 102.00 N/R 2,243,925 Certificates, Ty Cobb Healthcare System Inc. Project, Series 1999, 6.500%, 7/01/27 ------------------------------------------------------------------------------------------------------------------------------------ HAWAII - 0.4% 7,500 Hawaii, General Obligation Bonds, Series 2003DA, 9/13 at 100.00 AAA 8,096,175 5.250%, 9/01/23 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 11.6% 2,060 Aurora, Illinois, Golf Course Revenue Bonds, Series 2000, 1/10 at 100.00 A+ 2,268,225 6.375%, 1/01/20 10,000 Chicago, Illinois, General Obligation Refunding Bonds, 7/12 at 100.00 AAA 11,067,400 Series 2002A, 5.625%, 1/01/39 - AMBAC Insured 2,425 Chicago Board of Education, Illinois, Unlimited Tax General 12/07 at 102.00 AAA 2,636,363 Obligation Bonds, Dedicated Tax Revenues, Series 1997A, 5.250%, 12/01/22 - AMBAC Insured 15,000 Chicago Board of Education, Illinois, Unlimited Tax General No Opt. Call AAA 5,478,750 Obligation Bonds, Dedicated Tax Revenues, Series 1998B-1, 0.000%, 12/01/24 - FGIC Insured 5,000 Chicago Housing Authority, Illinois, Revenue Bonds, 7/12 at 100.00 AA*** 5,393,550 Capital Fund Program, Series 2001, 5.375%, 7/01/18 1,125 Metropolitan Water Reclamation District of Greater Chicago, No Opt. Call Aaa 1,338,570 Illinois, General Obligation Capital Improvement Bonds, Series 1991, 7.000%, 1/01/11 2,575 Chicago, Illinois, Second Lien Passenger Facility Charge 1/11 at 101.00 AAA 2,628,431 Revenue Bonds, O'Hare International Airport, Series 2001C, 5.100%, 1/01/26 (Alternative Minimum Tax) - AMBAC Insured 3,020 Cook County High School District 209, Proviso Township, 12/16 at 100.00 AAA 2,742,341 Illinois, General Obligation Bonds, Series 2004, 0.000%, 12/01/19 - FSA Insured 2,000 DuPage County Community School District 200, Wheaton, 11/13 at 100.00 Aaa 2,186,700 Illinois, General Obligation Bonds, Series 2003B, 5.250%, 11/01/20 - FSA Insured 3,995 Illinois Development Finance Authority, Industrial 12/04 at 100.00 N/R 3,995,080 Development Revenue Bonds, Plano Molding Company, Series 1992, 7.750%, 6/01/12 (Alternative Minimum Tax) 14 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS (continued) $ 5,000 Illinois Development Finance Authority, Gas Supply Revenue 11/13 at 101.00 AAA $ 5,200,800 Bonds, Peoples Gas, Light and Coke Company, Series 2003E, 4.875%, 11/01/38 (Alternative Minimum Tax) (Mandatory put 11/01/18) - AMBAC Insured 28,030 Illinois Development Finance Authority, Local Government No Opt. Call Aaa 14,753,871 Program Revenue Bonds, Elgin School District U46, Kane, Cook and DuPage Counties, Series 2002, 0.000%, 1/01/19 - FSA Insured Illinois Development Finance Authority, Revenue Bonds, Presbyterian Home of Lake Forest, Series 1996B: 6,495 6.400%, 9/01/31 (Pre-refunded to 9/01/06) 9/06 at 102.00 AAA 7,144,110 990 6.400%, 9/01/31 - FSA Insured 9/06 at 102.00 AAA 1,075,685 1,800 Illinois Development Finance Authority, Local Government No Opt. Call Aaa 942,570 Program Revenue Bonds, Rockford School District 205 Project, Series 2000, 0.000%, 2/01/19 - FSA Insured 3,180 Illinois Development Finance Authority, Revenue Bonds, 12/21 at 100.00 BBB 3,284,399 Chicago Charter School Foundation Project, Series 2002A, 6.250%, 12/01/32 8,000 Illinois Development Finance Authority, Revenue Bonds, 9/11 at 100.00 AAA 8,221,840 Illinois Wesleyan University, Series 2001, 5.125%, 9/01/35 - AMBAC Insured 5,000 Illinois Finance Authority, Revenue Bonds, Northwestern 8/14 at 100.00 AA+ 5,200,400 Memorial Hospital, Series 2004A, 5.500%, 8/15/43 7,000 Illinois Health Facilities Authority, Revenue Bonds, Swedish 11/04 at 101.00 AAA 7,085,190 American Hospital, Series 1993, 5.375%, 11/15/23 - AMBAC Insured 18,015 Illinois Health Facilities Authority, Revenue Bonds, 11/04 at 101.00 AAA 18,230,820 Rush-Presbyterian St. Luke's Medical Center Obligated Group, Series 1993, 5.250%, 11/15/20 - MBIA Insured 4,350 Illinois Health Facilities Authority, Revenue Bonds, No Opt. Call A*** 5,454,248 South Suburban Hospital, Series 1992, 7.000%, 2/15/18 8,100 Illinois Health Facilities Authority, Revenue Bonds, Sherman 8/07 at 101.00 AAA 8,626,176 Health Systems, Series 1997, 5.250%, 8/01/22 - AMBAC Insured 15,000 Illinois Health Facilities Authority, Revenue Bonds, Condell 5/10 at 101.00 Baa2 15,776,850 Medical Center, Series 2000, 6.500%, 5/15/30 15,000 Illinois Health Facilities Authority, Revenue Bonds, Edward 2/11 at 101.00 AAA 15,549,300 Hospital Obligated Group, Series 2001B, 5.250%, 2/15/34 - FSA Insured 5,000 Illinois Sports Facility Authority, State Tax Supported Bonds, 6/15 at 101.00 AAA 3,920,450 Series 2001, 0.000%, 6/15/30 - AMBAC Insured Metropolitan Pier and Exposition Authority, Illinois, Revenue Bonds, McCormick Place Expansion Project, Series 1992A: 18,955 0.000%, 6/15/17 - FGIC Insured No Opt. Call AAA 10,926,989 12,300 0.000%, 6/15/18 - FGIC Insured No Opt. Call AAA 6,706,944 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 3,953,280 3,385 0.000%, 6/15/21 - MBIA Insured No Opt. Call AAA 1,548,265 5,190 0.000%, 6/15/28 - MBIA Insured No Opt. Call AAA 1,531,050 9,900 0.000%, 6/15/29 - FGIC Insured No Opt. Call AAA 2,766,852 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 7,386,431 1,650 5.250%, 6/15/27 - AMBAC Insured 6/06 at 102.00 AAA 1,726,577 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 5,753,800 21,375 0.000%, 6/15/34 - MBIA Insured No Opt. Call AAA 4,537,485 21,000 0.000%, 12/15/35 - MBIA Insured No Opt. Call AAA 4,097,940 20,000 0.000%, 6/15/36 - MBIA Insured No Opt. Call AAA 3,790,000 18,855 0.000%, 6/15/39 - MBIA Insured No Opt. Call AAA 3,005,487 2,150 5.250%, 6/15/42 - MBIA Insured 6/12 at 101.00 AAA 2,246,148 15 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2004 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS (continued) Metropolitan Pier and Exposition Authority, Illinois, Revenue Refunding Bonds, McCormick Place Expansion Project, Series 2002B: $ 3,000 0.000%, 6/15/20 - MBIA Insured 6/17 at 101.00 AAA $ 2,257,620 2,950 0.000%, 6/15/21 - MBIA Insured 6/17 at 101.00 AAA 2,202,706 935 Tri-City Regional Port District, Illinois, Port and Terminal No Opt. Call N/R 991,315 Facilities Revenue Refunding Bonds, Dock 2 Enhancement Project, Series 1998B, 5.875%, 7/01/08 (Alternative Minimum Tax) 1,150 Tri-City Regional Port District, Illinois, Port and Terminal No Opt. Call N/R 1,161,224 Facilities Revenue Refunding Bonds, Delivery Network Project, Series 2003A, 4.900%, 7/01/14 (Alternative Minimum Tax) 2,295 Will County Community School District 161, Summit Hill, No Opt. Call Aaa 1,267,230 Illinois, Capital Appreciation School Bonds, Series 1999, 0.000%, 1/01/18 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 4.6% 10,000 Indiana Bond Bank, State Revolving Fund Program Bonds, 2/13 at 101.00 AAA 11,063,600 Series 2001A, 5.375%, 2/01/19 2,000 Indiana Health Facility Financing Authority, Hospital Revenue 3/14 at 100.00 AAA 2,123,960 Bonds, Deaconess Hospital Inc., Series 2004A, 5.375%, 3/01/34 - AMBAC Insured 10,000 Indiana Health Facility Financing Authority, Hospital Revenue 11/07 at 102.00 AAA 10,392,800 Bonds, Sisters of St. Francis Health Services Inc., Series 1997A, 5.375%, 11/01/27 - MBIA Insured 17,105 Indiana Health Facility Financing Authority, Hospital Revenue 2/07 at 102.00 AA- 18,128,050 Bonds, Clarian Health Partners Inc., Series 1996A, 6.000%, 2/15/21 20,000 Indiana Transportation Finance Authority, Highway Revenue 6/13 at 100.00 AAA 20,614,600 Bonds, 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 5,754,125 14,425 0.000%, 2/01/27 - AMBAC Insured No Opt. Call AAA 4,542,433 5,000 Mooresville School Building Corporation, Morgan County, 1/09 at 102.00 AAA 5,382,750 Indiana, 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 13,646,270 Corporation, Series 2003, 5.750%, 7/01/22 ------------------------------------------------------------------------------------------------------------------------------------ IOWA - 0.4% 3,500 Iowa Higher Education Loan Authority, Private College Facility 10/12 at 100.00 A 3,656,205 Revenue Bonds, Wartburg College, Series 2002, 5.500%, 10/01/33 - ACA Insured 5,820 Iowa Tobacco Settlement Authority, Tobacco Settlement 6/11 at 101.00 BBB 4,838,457 Asset-Backed Revenue Bonds, Series 2001B, 5.600%, 6/01/35 ------------------------------------------------------------------------------------------------------------------------------------ KANSAS - 0.5% 10,000 Kansas Department of Transportation, Highway Revenue 3/14 at 100.00 AA+ 10,664,000 Bonds, Series 2004A, 5.000%, 3/01/22 ------------------------------------------------------------------------------------------------------------------------------------ KENTUCKY - 0.1% 1,755 Greater Kentucky Housing Assistance Corporation, FHA-Insured 1/05 at 100.00 AAA 1,756,983 Section 8 Mortgage Revenue Refunding Bonds, Series 1997A, 6.100%, 1/01/24 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ LOUISIANA - 1.9% 1,000 East Baton Rouge Parish, Louisiana, Revenue Refunding 3/08 at 102.00 Ba3 991,470 Bonds, Georgia Pacific Corporation Project, Series 1998, 5.350%, 9/01/11 (Alternative Minimum Tax) 14,770 Louisiana Public Facilities Authority, Hospital Revenue 11/04 at 100.00 AAA 17,694,312 Refunding Bonds, Southern Baptist Hospital, Series 1986, 8.000%, 5/15/12 20,880 Tobacco Settlement Financing Corporation, Louisiana, 5/11 at 101.00 BBB 18,160,589 Tobacco Settlement Asset-Backed Bonds, Series 2001B, 5.875%, 5/15/39 ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND - 1.0% 10,900 Maryland Community Development Administration, 3/07 at 101.50 Aa2 11,322,702 Residential Revenue Bonds, Series 1997B, 5.875%, 9/01/25 (Alternative Minimum Tax) 3,500 Maryland Energy Financing Administration, Revenue Bonds, 9/05 at 102.00 N/R 3,584,665 AES Warrior Run Project, Series 1995, 7.400%, 9/01/19 (Alternative Minimum Tax) 16 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND (continued) $ 4,600 Maryland Health and Higher Educational Facilities Authority, 8/14 at 100.00 BBB $ 4,699,176 Revenue Bonds, Medstar Health, Series 2004, 5.500%, 8/15/33 ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 2.9% 10,000 Massachusetts Bay Transportation Authority, Senior Sales 7/12 at 100.00 AAA 10,249,000 Tax Revenue Refunding Bonds, Series 2002A, 5.000%, 7/01/32 Massachusetts Municipal Wholesale Electric Company, Power Supply System Revenue Bonds, Nuclear Project 6, Series 1987A: 105 8.750%, 7/01/18 (Pre-refunded to 1/01/05) 1/05 at 100.00 Aaa 106,250 110 8.750%, 7/01/18 (Pre-refunded to 7/01/05) 7/05 at 100.00 Aaa 115,073 1,250 Massachusetts, General Obligation Bonds, Consolidated 1/13 at 100.00 AAA 1,409,450 Loan, Series 2002E, 5.250%, 1/01/22 - FGIC Insured 1,720 Massachusetts Development Finance Agency, Resource 12/08 at 102.00 BBB 1,707,564 Recovery Revenue Bonds, Ogden Haverhill Project, Series 1998B, 5.100%, 12/01/12 (Alternative Minimum Tax) 4,000 Massachusetts Health and Educational Facilities Authority, 11/11 at 101.00 AA 4,142,600 Revenue Bonds, Cape Cod Healthcare 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 1,322,406 1,000 6.375%, 7/01/34 7/14 at 100.00 BB 989,110 16,400 Massachusetts Turnpike Authority, Metropolitan Highway 1/07 at 102.00 AAA 16,574,004 System Revenue Bonds, Senior Series 1997A, 5.000%, 1/01/37 - MBIA Insured 8,000 Massachusetts Turnpike Authority, Metropolitan Highway 1/07 at 102.00 AAA 8,144,480 System Revenue Bonds, Subordinate Series 1997B, 5.125%, 1/01/37 - MBIA Insured 5,000 Massachusetts Turnpike Authority, Metropolitan Highway 1/09 at 101.00 AAA 5,057,550 System Revenue Bonds, Subordinate Series 1999A, 5.000%, 1/01/39 - AMBAC Insured Massachusetts Water Pollution Abatement Trust, Pooled Loan Program Bonds, Series 6: 1,750 5.500%, 8/01/30 (Pre-refunded to 8/01/10) 8/10 at 101.00 AAA 2,009,560 4,250 5.500%, 8/01/30 8/10 at 101.00 AAA 4,631,735 ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 5.7% 6,000 Dearborn Economic Development Corporation, Michigan, 2/05 at 102.00 AAA 6,131,760 Hospital Revenue Refunding Bonds, Oakwood Obligated Group, Series 1994A, 5.250%, 8/15/21 - MBIA Insured 10,600 Detroit Local Development Finance Authority, Michigan, 5/09 at 101.00 BB- 9,212,354 Tax Increment Bonds, Series 1998A, 5.500%, 5/01/21 1,400 Detroit, Michigan, Sewerage Disposal System Revenue 7/05 at 101.00 AAA 1,443,624 Refunding Bonds, Series 1995B, 5.250%, 7/01/15 - MBIA Insured Michigan Municipal Bond Authority, Public School Academy Revenue Bonds, Detroit Academy of Arts and Sciences Charter School, Series 2001A: 1,900 7.500%, 10/01/12 10/09 at 102.00 Ba1 1,980,275 3,000 7.900%, 10/01/21 10/09 at 102.00 Ba1 3,130,050 3,500 8.000%, 10/01/31 10/09 at 102.00 Ba1 3,641,540 Michigan State Hospital Finance Authority, Revenue Refunding Bonds, Detroit Medical Center Obligated Group, Series 1993A: 1,000 6.250%, 8/15/13 2/05 at 101.00 Ba3 944,970 12,925 6.500%, 8/15/18 2/05 at 101.00 Ba3 12,194,091 37,490 Michigan State Hospital Finance Authority, Hospital 8/08 at 101.00 Ba3 29,218,956 Revenue Bonds, Detroit Medical Center Obligated Group, Series 1998A, 5.250%, 8/15/28 9,805 Michigan Housing Development Authority, Rental Housing 6/05 at 102.00 AAA 10,109,445 Revenue Bonds, Series 1995B, 6.150%, 10/01/15 - MBIA Insured 25,000 Michigan Strategic Fund, Collateralized Limited Obligation 9/05 at 102.00 AAA 26,390,000 Pollution Control Revenue Refunding Bonds, Detroit Edison Company, Series 1995AA, 6.400%, 9/01/25 - MBIA Insured 7,200 Michigan Strategic Fund, Limited Obligation Resource 12/12 at 100.00 AAA 7,504,056 Recovery Revenue Refunding Bonds, Detroit Edison Company, Series 2002D, 5.250%, 12/15/32 - XLCA Insured 17 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2004 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ MINNESOTA - 0.2% $ 1,500 Breckenridge, Minnesota, Revenue Bonds, Catholic Health 5/14 at 100.00 AA $ 1,524,975 Initiatives, Series 2004A, 5.000%, 5/01/30 (WI, settling 11/18/04) 2,910 Minnesota Housing Finance Agency, Rental Housing Bonds, 2/05 at 102.00 AAA 2,979,840 Series 1995D, 5.900%, 8/01/15 - MBIA Insured ------------------------------------------------------------------------------------------------------------------------------------ MISSOURI - 2.7% 2,000 Missouri-Illinois Metropolitan District Bi-State Development 10/13 at 100.00 AAA 2,062,060 Agency, Mass Transit Sales Tax Appropriation Bonds, Metrolink Cross County Extension Project, Series 2002B, 5.000%, 10/01/32 - FSA Insured 40,000 Missouri Health and Educational Facilities Authority, Revenue 5/13 at 100.00 AA 41,618,400 Bonds, BJC Health System, Series 2003, 5.250%, 5/15/32 4,000 Sugar Creek, Missouri, Industrial Development Revenue 6/13 at 101.00 BBB 4,050,880 Bonds, Lafarge North America Inc., Series 2003A, 5.650%, 6/01/37 (Alternative Minimum Tax) West Plains Industrial Development Authority, Missouri, Hospital Facilities Revenue Bonds, Ozark Medical Center, Series 1997: 1,750 5.500%, 11/15/12 11/07 at 101.00 BB+ 1,768,813 1,000 5.600%, 11/15/17 11/07 at 101.00 BB+ 989,130 3,075 West Plains Industrial Development Authority, Missouri, 11/09 at 101.00 BB+ 3,177,797 Hospital Facilities Revenue Bonds, Ozark Medical Center, Series 1999, 6.750%, 11/15/24 ------------------------------------------------------------------------------------------------------------------------------------ MONTANA - 0.2% 3,750 Forsyth, Rosebud County, Montana, Pollution Control Revenue 3/13 at 101.00 AAA 3,861,188 Refunding Bonds, Puget Sound Energy, Series 2003A, 5.000%, 3/01/31 - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ NEVADA - 1.8% 2,500 Carson City, Nevada, Hospital Revenue Bonds, Carson-Tahoe 9/13 at 100.00 AA 2,552,375 Hospital, Series 2003A, 5.125%, 9/01/29 - RAAI Insured Director of Nevada State Department of Business and Industry, Revenue Bonds, Las Vegas Monorail Project, First Tier, Series 2000: 15,095 0.000%, 1/01/24 - AMBAC Insured No Opt. Call AAA 5,737,157 11,000 0.000%, 1/01/25 - AMBAC Insured No Opt. Call AAA 3,914,570 2,000 5.625%, 1/01/32 - AMBAC Insured 1/10 at 102.00 AAA 2,208,720 19,510 5.375%, 1/01/40 - AMBAC Insured 1/10 at 100.00 AAA 20,238,503 ------------------------------------------------------------------------------------------------------------------------------------ NEW JERSEY - 3.9% 23,625 New Jersey Economic Development Authority, Special 9/09 at 101.00 B 17,164,035 Facilities 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 7,127,100 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- 288,488 11,200 7.500%, 7/01/30 7/10 at 101.00 BBB- 12,577,936 7,500 New Jersey Transportation Trust Fund Authority, 6/13 at 100.00 A+ 8,196,300 Transportation System Bonds, Series 2003C, 5.500%, 6/15/24 New Jersey Turnpike Authority, Revenue Bonds, Series 1991C: 1,490 6.500%, 1/01/16 - MBIA Insured No Opt. Call AAA 1,819,707 415 6.500%, 1/01/16 - MBIA Insured No Opt. Call AAA 512,023 26,680 Tobacco Settlement Financing Corporation, New Jersey, 6/12 at 100.00 BBB 23,705,714 Tobacco Settlement Asset-Backed Bonds, Series 2002, 6.125%, 6/01/42 6,250 Tobacco Settlement Financing Corporation, New Jersey, 6/13 at 100.00 BBB 5,653,625 Tobacco Settlement Asset-Backed Bonds, Series 2003, 6.250%, 6/01/43 ------------------------------------------------------------------------------------------------------------------------------------ NEW MEXICO - 0.6% 1,500 University of New Mexico, System Revenue Refunding Bonds, No Opt. Call AA 1,820,400 Series 1992A, 6.000%, 6/01/21 18 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ NEW MEXICO (continued) $ 9,600 University of New Mexico, Subordinate Lien System Revenue 6/12 at 100.00 AA $ 9,819,168 Refunding and Improvement Bonds, Series 2002A, 5.000%, 6/01/32 ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 15.6% 5,360 East Rochester Housing Authority, New York, FHA-Insured 8/07 at 102.00 AAA 5,704,273 Mortgage 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 6/08 at 101.00 AAA 11,707,740 General Revenue Bonds, Series 1998A, 5.250%, 12/01/26 - MBIA Insured 15,500 Long Island Power Authority, New York, Electric System 9/11 at 100.00 A- 16,294,530 General Revenue Bonds, Series 2001A, 5.375%, 9/01/25 13,395 New York City, New York, General Obligation Bonds, 8/07 at 101.00 A 14,351,001 Fiscal Series 1998D, 5.500%, 8/01/10 New York City, New York, General Obligation Bonds, Fiscal Series 1997G: 10,620 6.000%, 10/15/26 (Pre-refunded to 10/15/07) 10/07 at 101.00 Aaa 11,927,959 28,990 6.000%, 10/15/26 10/07 at 101.00 A 31,751,877 New York City, New York, General Obligation Bonds, Fiscal Series 1997E: 6,365 6.000%, 8/01/16 (Pre-refunded to 8/01/06) 8/06 at 101.50 A*** 6,916,655 3,635 6.000%, 8/01/16 8/06 at 101.50 A 3,898,356 New York City, New York, General Obligation Bonds, Fiscal Series 2003J: 15,000 5.500%, 6/01/21 6/13 at 100.00 A 16,467,000 10,000 5.500%, 6/01/22 6/13 at 100.00 A 10,932,600 New York City, New York, General Obligation Bonds, Fiscal Series 1996G: 2,830 5.750%, 2/01/14 (Pre-refunded to 2/01/06) 2/06 at 101.50 A*** 3,011,969 2,170 5.750%, 2/01/14 2/06 at 101.50 A 2,291,303 New York City, New York, General Obligation Bonds, Fiscal Series 2004C: 8,000 5.250%, 8/15/24 8/14 at 100.00 A 8,499,840 6,000 5.250%, 8/15/25 8/14 at 100.00 A 6,360,180 New York City Municipal Water Finance Authority, New York, Water and Sewerage System Revenue Bonds, Fiscal Series 1996B: 5,280 5.750%, 6/15/26 (Pre-refunded to 6/15/06) - MBIA Insured 6/06 at 101.00 AAA 5,665,282 9,720 5.750%, 6/15/26 - MBIA Insured 6/06 at 101.00 AAA 10,388,250 10,000 New York City Industrial Development Agency, New York, 8/12 at 101.00 CCC 7,570,900 Special Facilities Revenue Bonds, JFK Airport - American Airlines Inc., Series 2002B, 8.500%, 8/01/28 (Alternative Minimum Tax) 5,200 Dormitory Authority of the State of New York, Court Facilities 5/10 at 101.00 A 5,734,300 Lease Revenue Bonds, Series 1999, 6.000%, 5/15/39 8,500 Dormitory Authority of the State of New York, FHA-Insured 2/14 at 100.00 AAA 8,825,805 Mortgage Hospital Revenue Bonds, Kaleida Health, Series 2004, 5.050%, 2/15/25 Dormitory Authority of the State of New York, Improvement Revenue Bonds, Mental Health Services Facilities, Series 1999D: 6,490 5.250%, 2/15/29 (Pre-refunded to 8/15/09) 8/09 at 101.00 AA-*** 7,316,047 510 5.250%, 2/15/29 8/09 at 101.00 AA- 528,962 7,665 New York State Medical Care Facilities Finance Agency, 2/05 at 101.00 AAA 7,900,315 FHA-Insured Mortgage Revenue Bonds, St. Luke's-Roosevelt Hospital Center, Series 1993A, 5.600%, 8/15/13 8,500 New York State Power Authority, General Revenue Bonds, 11/10 at 100.00 Aa2 8,815,265 Series 2000A, 5.250%, 11/15/40 Dormitory Authority of the State of New York, Revenue Bonds, Mount Sinai NYU Health Obligated Group, Series 2002C: 4,350 5.750%, 7/01/13 (Optional put 7/01/05) 2/05 at 100.00 BBB- 4,361,093 7,500 6.000%, 7/01/26 2/05 at 100.00 BBB- 7,521,750 2,000 New York State Urban Development Corporation, State 3/13 at 100.00 AA 2,044,520 Personal Income Tax Revenue Bonds, State Facilities and Equipment, Series 2002C-1, 5.000%, 3/15/33 2,500 Port Authority of New York and New Jersey, Special Project No Opt. Call AAA 2,849,875 Bonds, JFK International Air Terminal LLC, Sixth Series 1997, 6.250%, 12/01/10 (Alternative Minimum Tax) - MBIA Insured 19 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2004 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK (continued) 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- $ 10,954,900 26,190 5.500%, 6/01/18 6/12 at 100.00 AA- 28,837,547 33,810 5.500%, 6/01/19 6/13 at 100.00 AA- 37,451,675 ------------------------------------------------------------------------------------------------------------------------------------ NORTH CAROLINA - 0.9% 1,500 Charlotte, North Carolina, Certificates of Participation, 6/13 at 100.00 AA+ 1,535,160 Governmental Facilities Projects, Series 2003G, 5.000%, 6/01/33 2,500 North Carolina Eastern Municipal Power Agency, Power 1/13 at 100.00 BBB 2,533,125 System Revenue Refunding Bonds, Series 2003D, 5.125%, 1/01/26 1,105 North Carolina Eastern Municipal Power Agency, Power 1/07 at 102.00 AAA 1,206,516 System Revenue Refunding Bonds, Series 1996A, 5.700%, 1/01/13 - MBIA Insured 10,000 North Carolina Municipal Power Agency 1, Catawba Electric 1/10 at 101.00 BBB+ 11,171,400 Revenue Bonds, Series 1999B, 6.500%, 1/01/20 1,500 North Carolina Infrastructure Finance Corporation, 2/14 at 100.00 AA+ 1,602,420 Certificates of Participation, Correctional Facilities, Series 2004A, 5.000%, 2/01/20 ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 0.2% 3,000 Columbus City School District, Franklin County, Ohio, 6/13 at 100.00 AAA 3,093,900 General Obligation Bonds, Series 2003, 5.000%, 12/01/31 - FGIC Insured ------------------------------------------------------------------------------------------------------------------------------------ OKLAHOMA - 1.0% 4,450 Central Oklahoma Transportation and Parking Authority, 7/06 at 100.00 AAA 4,673,746 Oklahoma City, Parking System Revenue Refunding Bonds, Series 1996, 5.250%, 7/01/16 - FSA Insured 15,000 Oklahoma Development Finance Authority, Revenue Bonds, 2/14 at 100.00 AA 15,265,200 St. John Health System, Series 2004, 5.125%, 2/15/31 ------------------------------------------------------------------------------------------------------------------------------------ OREGON - 0.1% 2,500 Clackamas County Hospital Facility Authority, Oregon, 5/11 at 101.00 AA 2,647,675 Revenue Refunding Bonds, Legacy Health System, Series 2001, 5.250%, 5/01/21 ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA - 1.8% 5,955 Pennsylvania Convention Center Authority, Revenue 3/05 at 102.00 BBB 6,093,216 Refunding Bonds, Series 1994A, 6.750%, 9/01/19 4,500 Pennsylvania Higher Educational Facilities Authority, Revenue 7/08 at 100.00 AA 4,543,380 Bonds, University of Pennsylvania, Series 1998, 4.500%, 7/15/21 6,500 Pennsylvania Turnpike Commission, Turnpike Revenue Bonds, 12/14 at 100.00 AAA 7,096,570 Series 2004A, 5.500%, 12/01/31 - AMBAC Insured 8,000 Philadelphia School District, Pennsylvania, General Obligation 6/14 at 100.00 AAA 8,334,960 Bonds, Series 2004D, 5.125%, 6/01/34 - FGIC Insured 10,075 State Public School Building Authority, Pennsylvania, Lease 6/13 at 100.00 AAA 10,339,872 Revenue Bonds, Philadelphia School District Project, Series 2003, 5.000%, 6/01/33 - FSA Insured ------------------------------------------------------------------------------------------------------------------------------------ PUERTO RICO - 1.1% 5,000 Puerto Rico, General Obligation Bonds, Series 2000B, 7/10 at 100.00 AAA 5,672,700 5.625%, 7/01/19 - MBIA Insured 10,000 Puerto Rico Infrastructure Financing Authority, Special 10/10 at 101.00 AAA 10,937,500 Obligation Bonds, Series 2000A, 5.500%, 10/01/40 5,450 Puerto Rico Industrial, Tourist, Educational, Medical and 6/10 at 101.00 Baa3 5,904,367 Environmental Control Facilities Financing Authority, Cogeneration Facility Revenue Bonds, Series 2000A, 6.625%, 6/01/26 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ RHODE ISLAND - 1.1% 6,250 Rhode Island Health and Educational Building Corporation, 5/07 at 102.00 AAA 6,440,563 Hospital Financing Revenue Bonds, Lifespan Obligated Group, Series 1996, 5.250%, 5/15/26 - MBIA Insured 16,000 Rhode Island Tobacco Settlement Financing Corporation, 6/12 at 100.00 BBB 14,462,080 Tobacco Settlement Asset-Backed Bonds, Series 2002A, 6.250%, 6/01/42 20 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ SOUTH CAROLINA - 2.8% $ 7,000 Dorchester County School District 2, South Carolina, 12/14 at 100.00 A $ 7,176,050 Installment Purchase Revenue Bonds, Series 2004, 5.250%, 12/01/29 3,000 Myrtle Beach, South Carolina, Hospitality and Accommodation 6/14 at 100.00 AAA 3,063,840 Fee Revenue Bonds, Series 2004A, 5.000%, 6/01/36 - FGIC Insured Piedmont Municipal Power Agency, South Carolina, Electric Revenue Refunding Bonds, Series 1986: 8,475 5.000%, 1/01/25 11/04 at 100.00 BBB 8,357,875 4,525 5.000%, 1/01/25 (Pre-refunded to 1/01/05) 1/05 at 100.00 BBB*** 4,549,118 20,750 South Carolina JOBS Economic Development Authority, 11/12 at 100.00 A- 21,398,853 Revenue Bonds, Bon Secours Health System Inc., Series 2002A, 5.625%, 11/15/30 8,000 South Carolina JOBS Economic Development Authority, 12/10 at 102.00 BBB*** 9,953,120 Hospital Revenue Bonds, Palmetto Health Alliance, Series 2000A, 7.375%, 12/15/21 (Pre-refunded to 12/15/10) 110 Tobacco Settlement Revenue Management Authority, 5/11 at 101.00 BBB 105,565 South Carolina, Tobacco Settlement Asset-Backed Bonds, Series 2001B, 6.000%, 5/15/22 ------------------------------------------------------------------------------------------------------------------------------------ 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 3,037,800 2,500 6.500%, 4/15/31 4/12 at 101.00 Baa3 2,538,850 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 5.6% 13,000 Alliance Airport Authority, Texas, Special Facilities Revenue 12/04 at 100.00 CCC 8,340,800 Bonds, American Airlines Inc., Series 1990, 7.500%, 12/01/29 (Alternative Minimum Tax) 1,900 Alliance Airport Authority, Texas, Special Facilities Revenue 4/06 at 102.00 BBB 1,994,943 Bonds, FedEx Inc., Series 1996, 6.375%, 4/01/21 (Alternative Minimum Tax) 24,265 Austin, Texas, Combined Utility System Revenue Refunding No Opt. Call AAA 31,411,528 Bonds, Series 1992A, 12.500%, 11/15/07 - MBIA Insured 5,110 Brazos River Authority, Texas, Pollution Control Revenue 4/13 at 101.00 BBB 6,074,564 Refunding Bonds, TXU Electric Company Project, Series 1999C, 7.700%, 3/01/32 (Alternative Minimum Tax) 420 Corpus Christi Housing Finance Corporation, Texas, 1/05 at 100.00 AAA 421,163 Single Family Mortgage Senior Revenue Refunding Bonds, Series 1991A, 7.700%, 7/01/11 - MBIA Insured 2,700 Harris County-Houston Sports Authority, Texas, Senior Lien 11/11 at 100.00 AAA 2,807,811 Revenue Bonds, Series 2001G, 5.250%, 11/15/30 - MBIA Insured 10,045 Houston, Texas, Subordinate Lien Airport System Revenue 7/10 at 100.00 AAA 11,104,346 Bonds, Series 2000A, 5.875%, 7/01/16 (Alternative Minimum Tax) - FSA Insured 23,565 Houston, Texas, Hotel Occupancy Tax and Special Revenue No Opt. Call AAA 6,364,671 Bonds, Convention and Entertainment Project, Series 2001B, 0.000%, 9/01/29 - AMBAC Insured Irving Independent School District, Texas, Unlimited Tax School Building Bonds, Series 1997: 5,685 0.000%, 2/15/10 No Opt. Call AAA 4,761,870 3,470 0.000%, 2/15/11 No Opt. Call AAA 2,770,622 22,060 Leander Independent School District, Williamson and Travis 8/09 at 31.45 AAA 5,768,249 Counties, Texas, Unlimited Tax School Building and Refunding Bonds, Series 2000, 0.000%, 8/15/27 6,000 Matagorda County Navigation District 1, Texas, Revenue 4/08 at 102.00 BBB- 6,668,700 Bonds, Reliant Energy Inc., Series 1999C, 8.000%, 5/01/29 (Mandatory put 4/01/08) 3,250 Midland, Texas, Tax and Limited Pledge Revenue Bonds, 3/10 at 100.00 AAA 3,689,563 Certificates of Obligation, Series 2000, 6.100%, 3/01/27 - FGIC Insured 5,000 Port Corpus Christi Industrial Development Corporation, 5/07 at 102.00 Ba2 5,350,350 Texas, Environmental Facilities Revenue Bonds, CITGO Petroleum Corporation, Series 2003, 8.250%, 11/01/31 (Alternative Minimum Tax) 5,000 Port Corpus Christi Industrial Development Corporation, 4/08 at 102.00 BBB 5,165,600 Texas, Revenue Refunding Bonds, Valero Refining and Marketing Company Project, Series 1997A, 5.400%, 4/01/18 5,000 Richardson Hospital Authority, Texas, Revenue Bonds, 12/13 at 100.00 BBB 5,171,250 Richardson Regional Medical Center, Series 2004, 6.000%, 12/01/34 21 Nuveen Municipal Value Fund, Inc. (NUV) (continued) Portfolio of INVESTMENTS October 31, 2004 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TEXAS (continued) $ 2,000 Sabine River Authority, Texas, Pollution Control Revenue 7/13 at 101.00 BBB $ 2,061,000 Refunding Bonds, TXU Electric Company, Series 2003A, 5.800%, 7/01/22 ------------------------------------------------------------------------------------------------------------------------------------ UTAH - 1.2% 12,000 Intermountain Power Agency, Utah, Power Supply Revenue 7/06 at 102.00 A+ 12,327,000 Refunding Bonds, Series 1996D, 5.000%, 7/01/21 5,000 Intermountain Power Agency, Utah, Power Supply Revenue 7/07 at 102.00 AAA 5,526,750 Refunding Bonds, Series 1997B, 5.750%, 7/01/19 - MBIA Insured 3,700 Utah State Board of Regents, Utah State University, Revenue 4/14 at 100.00 AAA 3,796,607 Bonds, Series 2004, 5.000%, 4/01/35 - MBIA Insured 2,840 Utah Housing Finance Agency, Single Family Mortgage Bonds, 1/10 at 101.50 AAA 2,888,564 Series 1998G-2, Class I, 5.200%, 7/01/30 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ VIRGIN ISLANDS - 0.1% 2,500 Virgin Islands Public Finance Authority, Refinery Revenue 1/14 at 100.00 BBB- 2,689,250 Bonds, Hovensa LLC, Series 2003, 6.125%, 7/01/22 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ VIRGINIA - 0.4% 4,125 Metropolitan Washington D.C. Airports Authority, Airport 10/12 at 100.00 AAA 4,640,666 System Revenue Bonds, Series 2002A, 5.750%, 10/01/16 (Alternative Minimum Tax) - FGIC Insured 3,245 Virginia Housing Development Authority, Multifamily Housing 1/08 at 102.00 AA+ 3,424,643 Bonds, Series 1997E, 5.600%, 11/01/17 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON - 2.1% 6,400 Cowlitz County Public Utilities District 1, Washington, Electric 9/14 at 100.00 AAA 6,544,384 Production Revenue Bonds, Series 2004, 5.000%, 9/01/34 - FGIC Insured 12,500 Energy Northwest, Washington, Electric Revenue Refunding 7/12 at 100.00 AAA 14,604,375 Bonds, Columbia Generating Station, Series 2002B, 6.000%, 7/01/18 - AMBAC Insured 4,000 Energy Northwest, Washington, Electric Revenue Refunding 7/13 at 100.00 Aaa 4,480,920 Bonds, Nuclear Project 3, Series 2003A, 5.500%, 7/01/17 3,700 Washington State Tobacco Settlement Authority, Tobacco 6/13 at 100.00 BBB 3,563,914 Settlement Asset-Backed Revenue Bonds, Series 2002, 6.625%, 6/01/32 Washington, Motor Vehicle Fuel Tax General Obligation Bonds, Series 2002-03C: 7,000 0.000%, 6/01/29 - MBIA Insured No Opt. Call AAA 1,913,380 16,195 0.000%, 6/01/30 - MBIA Insured No Opt. Call AAA 4,176,367 8,200 Washington Public Power Supply System, Revenue Refunding No Opt. Call Aaa 5,469,892 Bonds, Nuclear Project 3, Series 1989B, 0.000%, 7/01/14 ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 2.4% Badger Tobacco Asset Securitization Corporation, Wisconsin, Tobacco Settlement Asset-Backed Bonds, Series 2002: 8,680 6.125%, 6/01/27 6/12 at 100.00 BBB 8,431,578 10,610 6.375%, 6/01/32 6/12 at 100.00 BBB 9,834,091 6,000 Milwaukee Redevelopment Authority, Wisconsin, Lease 8/13 at 100.00 AAA 6,401,340 Revenue Bonds, Public Schools, Series 2003A, 5.125%, 8/01/22 - AMBAC Insured 11,800 Wisconsin Health and Educational Facilities Authority, 8/07 at 102.00 AAA 12,152,938 Revenue Bonds, Aurora Health Care Inc., Series 1997, 5.250%, 8/15/27 - MBIA Insured 3,750 Wisconsin Health and Educational Facilities Authority, 2/12 at 101.00 A 3,929,663 Revenue Bonds, Wheaton Franciscan Services Inc., Series 2002, 5.750%, 8/15/30 6,000 Wisconsin Health and Educational Facilities Authority, 9/13 at 100.00 A- 6,144,772 Revenue Bonds, Franciscan Sisters of Christian Charity HealthCare Ministry, Series 2003A, 5.875%, 9/01/33 ------------------------------------------------------------------------------------------------------------------------------------ $ 2,169,394 Total Long-Term Investments (cost $1,816,864,244) - 98.0% 1,933,812,076 =============----------------------------------------------------------------------------------------------------------------------- 22 PRINCIPAL MARKET AMOUNT (000) DESCRIPTION RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ SHORT-TERM INVESTMENTS - 0.2% $ 3,000 Clark County School District, Nevada, General Obligation A-1+ $ 3,000,000 Bonds, Variable Rate Demand Obligations, Series 2001B, 1.630%, 6/15/21 - FSA Insured+ ------------------------------------------------------------------------------------------------------------------------------------ $ 3,000 Total Short-Term Investments (cost $3,000,000) 3,000,000 =============----------------------------------------------------------------------------------------------------------------------- Total Investments (cost $1,819,864,244) - 98.2% 1,936,812,076 -------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.8% 35,112,922 -------------------------------------------------------------------------------------------------------------------- Net Assets - 100% $1,971,924,998 ==================================================================================================================== * 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. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. Such securities are normally considered to be equivalent to AAA rated securities. N/R Investment is not rated. (WI) Security purchased on a when-issued basis. + Security has a maturity of more than one year, but has variable rate and demand features which qualify it as a short-term security. The rate disclosed is that currently in effect. This rate changes periodically based on market conditions or a specified market index. See accompanying notes to financial statements. 23 Nuveen Municipal Income Fund, Inc. (NMI) Portfolio of INVESTMENTS October 31, 2004 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ ALABAMA - 0.8% $ 690 Phenix City Industrial Development Board, Alabama, 5/12 at 100.00 BBB $ 725,363 Environmental Improvement Revenue Bonds, MeadWestvaco Corporation, Series 2002A, 6.350%, 5/15/35 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA - 16.4% 5,530 Adelanto School District, San Bernardino County, California, No Opt. Call AAA 2,333,771 General Obligation Bonds, Series 1997A, 0.000%, 9/01/22 - MBIA Insured Brea Olinda Unified School District, California, General Obligation Bonds, Series 1999A: 2,000 0.000%, 8/01/21 - FGIC Insured No Opt. Call AAA 904,120 2,070 0.000%, 8/01/22 - FGIC Insured No Opt. Call AAA 877,121 2,120 0.000%, 8/01/23 - FGIC Insured No Opt. Call AAA 840,368 219 California Pollution Control Financing Authority, Solid 7/07 at 102.00 N/R 28,435 Waste Disposal Revenue Bonds, CanFibre of Riverside, Series 1997A, 9.000%, 7/01/19 (Alternative Minimum Tax) # 500 California, General Obligation Bonds, Series 2004, 4/14 at 100.00 A 527,050 5.200%, 4/01/26 3,000 California State Public Works Board, Lease Revenue Bonds, 6/14 at 100.00 A- 3,090,900 Department of Mental Health, Coalinga State Hospital, Series 2004A, 5.000%, 6/01/25 1,150 Foothill/Eastern Transportation Corridor Agency, California, 1/07 at 100.00 AAA 1,248,682 Toll Road Revenue Bonds, Series 1995A, 6.000%, 1/01/34 (Pre-refunded to 1/01/07) 3,000 Golden State Tobacco Securitization Corporation, California, 6/13 at 100.00 BBB 2,946,570 Tobacco Settlement Asset-Backed Bonds, Series 2003A-1, 6.750%, 6/01/39 500 Lake Elsinore Public Financing Authority, California, 10/13 at 102.00 N/R 515,075 Local Agency Revenue Refunding Bonds, Series 2003H, 6.375%, 10/01/33 1,000 Vernon, California, Electric System Revenue Bonds, 4/08 at 100.00 A2 1,039,480 Malburg Generating Station Project, Series 2003C, 5.375%, 4/01/18 ------------------------------------------------------------------------------------------------------------------------------------ COLORADO - 5.5% 500 Colorado Educational and Cultural Facilities Authority, 8/11 at 100.00 AAA 623,330 Charter School Revenue Bonds, Peak-to-Peak Charter School, Series 2001, 7.500%, 8/15/21 (Pre-refunded to 8/15/11) 1,000 Colorado Educational and Cultural Facilities Authority, 6/11 at 100.00 Ba1 1,038,360 Charter School Revenue Bonds, Weld County School District 6 - Frontier Academy, Series 2001, 7.375%, 6/01/31 900 Colorado Educational and Cultural Facilities Authority, 7/12 at 100.00 BBB 874,593 Charter School Revenue Bonds, Douglas County School District RE-1 - DCS Montessori School, Series 2002A, 6.000%, 7/15/22 2,000 Denver, Colorado, Airport System Revenue Refunding Bonds, 11/10 at 100.00 AAA 2,234,560 Series 2000A, 6.000%, 11/15/16 (Alternative Minimum Tax) - AMBAC Insured ------------------------------------------------------------------------------------------------------------------------------------ CONNECTICUT - 5.9% 1,480 Capitol Region Education Council, Connecticut, Revenue 10/05 at 102.00 BBB 1,543,448 Bonds, Series 1995, 6.750%, 10/15/15 2,000 Connecticut Health and Educational Facilities Authority, 7/06 at 102.00 BBB- 2,069,560 Revenue Bonds, University of New Haven, Series 1996D, 6.700%, 7/01/26 500 Eastern Connecticut Resource Recovery Authority, 1/05 at 100.00 BBB 500,750 Solid Waste Revenue Bonds, Wheelabrator Lisbon Project, Series 1993A, 5.500%, 1/01/14 (Alternative Minimum Tax) 960 Williamantic Housing Authority, Connecticut, GNMA 10/05 at 105.00 AAA 1,023,782 Collateralized Multifamily Housing Mortgage Revenue Bonds, Village Heights Apartments, Series 1995A, 8.000%, 10/20/30 ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA - 3.3% 180 Dade County Industrial Development Authority, Florida, 6/05 at 102.00 N/R 183,944 Revenue Bonds, Miami Cerebral Palsy Residential Services Inc., Series 1995, 8.000%, 6/01/22 2,000 Martin County Industrial Development Authority, Florida, 12/04 at 102.00 BBB- 2,052,340 Industrial Development Revenue Bonds, Indiantown Cogeneration LP Project, Series 1994A, 7.875%, 12/15/25 (Alternative Minimum Tax) 24 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA (continued) $ 600 Martin County Industrial Development Authority, Florida, 12/04 at 102.00 BBB- $ 615,864 Industrial Development Revenue Refunding Bonds, Indiantown Cogeneration LP Project, Series 1995B, 8.050%, 12/15/25 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS - 6.7% 1,565 Chicago, Illinois, Tax Increment Allocation Bonds, 1/09 at 100.00 N/R 1,605,033 Irving/Cicero Redevelopment Project, Series 1998, 7.000%, 1/01/14 Illinois Development Finance Authority, Revenue Bonds, Chicago Charter School Foundation Project, Series 2002A: 500 6.125%, 12/01/22 12/12 at 100.00 BBB 520,980 1,000 6.250%, 12/01/32 12/21 at 100.00 BBB 1,032,830 1,000 Illinois Educational Facilities Authority, Student Housing 5/12 at 101.00 Baa2 1,028,220 Revenue Bonds, Educational Advancement Foundation Fund, University Center Project, Series 2002, 6.250%, 5/01/34 1,825 Joliet Regional Port District, Illinois, Airport Facilities 7/07 at 103.00 N/R 1,642,975 Revenue Bonds, Lewis University Airport, Series 1997A, 7.250%, 7/01/18 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ INDIANA - 4.0% 2,000 Indiana Health Facility Financing Authority, Hospital 8/12 at 101.00 Baa1 2,083,620 Revenue Bonds, Riverview Hospital, Series 2002, 6.125%, 8/01/31 1,350 Whitley County, Indiana, Solid Waste and Sewerage Disposal 11/10 at 102.00 N/R 1,424,466 Revenue Bonds, Steel Dynamics Inc., Series 1998, 7.250%, 11/01/18 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ LOUISIANA - 2.9% 2,000 Louisiana Public Facilities Authority, Extended Care Facilities No Opt. Call BBB 2,560,640 Revenue Bonds, Comm-Care Corporation Project, Series 1994, 11.000%, 2/01/14 ------------------------------------------------------------------------------------------------------------------------------------ MARYLAND - 1.2% 1,000 Maryland Energy Financing Administration, Revenue Bonds, 9/05 at 102.00 N/R 1,024,190 AES Warrior Run Project, Series 1995, 7.400%, 9/01/19 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ MASSACHUSETTS - 3.0% 500 Massachusetts Development Finance Agency, Resource 12/09 at 102.00 BBB 541,765 Recovery Revenue Bonds, Ogden Haverhill, Series 1999A, 6.700%, 12/01/14 (Alternative Minimum Tax) 1,000 Massachusetts Industrial Finance Agency, Resource Recovery No Opt. Call BBB 1,011,490 Remarketed Revenue Refunding Bonds, Ogden Haverhill Project, Series 1992A, 4.850%, 12/01/05 270 Massachusetts Industrial Finance Agency, Resource Recovery 12/08 at 102.00 BBB 274,739 Revenue Refunding Bonds, Ogden Haverhill Project, Series 1998A, 5.450%, 12/01/12 (Alternative Minimum Tax) 625 Shelby County Health, Educational and Housing Facilities 9/12 at 100.00 A-*** 763,181 Board, Tennessee, Hospital Revenue Bonds, Methodist Healthcare, Series 2002, 6.500%, 9/01/26 (Pre-refunded to 9/01/12) ------------------------------------------------------------------------------------------------------------------------------------ MICHIGAN - 4.1% 1,000 Delta County Economic Development Corporation, Michigan, 4/12 at 100.00 BBB 1,059,980 Environmental Improvement Revenue Refunding Bonds, MeadWestvaco Corporation - Escanaba Paper Company, Series 2002B, 6.450%, 4/15/23 (Alternative Minimum Tax) 2,150 Michigan State Hospital Finance Authority, Hospital Revenue 1/06 at 102.00 Ba3 2,063,871 Refunding Bonds, Sinai Hospital, Series 1995, 6.625%, 1/01/16 500 Wayne County, Michigan, Special Airport Facilities Revenue 12/05 at 102.00 N/R 413,150 Refunding Bonds, Northwest Airlines Inc., Series 1995, 6.750%, 12/01/15 ------------------------------------------------------------------------------------------------------------------------------------ MINNESOTA - 1.0% 880 St. Paul Housing and Redevelopment Authority, Minnesota, 11/04 at 101.00 BB 889,354 Hospital Facility Revenue Refunding Bonds, HealthEast Inc., Series 1993A, 6.625%, 11/01/17 ------------------------------------------------------------------------------------------------------------------------------------ MONTANA - 1.5% 1,200 Montana Board of Investments, Exempt Facility Revenue 7/10 at 101.00 Ba3 1,270,824 Bonds, Stillwater Mining Company Project, Series 2000, 8.000%, 7/01/20 (Alternative Minimum Tax) 25 Nuveen Municipal Income Fund, Inc. (NMI) (continued) Portfolio of INVESTMENTS October 31, 2004 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ NEBRASKA - 1.2% $ 1,000 Washington County, Nebraska, Wastewater Facilities 11/12 at 101.00 A+ $ 1,079,310 Revenue Bonds, Cargill Inc., Series 2002, 5.900%, 11/01/27 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ NEW HAMPSHIRE - 0.8% 700 New Hampshire Higher Educational and Health Facilities 1/07 at 102.00 BBB- 712,971 Authority, Revenue Bonds, New Hampshire College, Series 1997, 6.375%, 1/01/27 ------------------------------------------------------------------------------------------------------------------------------------ NEW YORK - 9.4% 1,000 Dormitory Authority of the State of New York, Revenue 7/13 at 100.00 AA 1,124,940 Bonds, Brooklyn Law School, Series 2003A, 5.500%, 7/01/15 - RAAI Insured 2,500 New York State Medical Care Facilities Finance Agency, 2/05 at 102.00 AAA 2,586,975 Secured Hospital Revenue Bonds, Brookdale Hospital Medical Center, Series 1995A, 6.800%, 8/15/12 (Pre-refunded to 2/15/05) 4,190 Yates County Industrial Development Agency, New York, 2/11 at 101.00 AA+ 4,535,717 FHA-Insured Civic Facility Mortgage Revenue Bonds, Soldiers and Sailors Memorial Hospital, Series 2000A, 6.000%, 2/01/41 ------------------------------------------------------------------------------------------------------------------------------------ OHIO - 3.3% 400 Ohio Water Development Authority, Solid Waste Disposal 9/05 at 102.00 A+ 417,660 Revenue Bonds, BHP Steel LLC, Series 1995, 6.300%, 9/01/20 (Alternative Minimum Tax) 2,400 Ohio Water Development Authority, Solid Waste Disposal 9/09 at 102.00 N/R 2,462,160 Revenue Bonds, Bay Shore Power, Series 1998B, 6.625%, 9/01/20 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ PENNSYLVANIA - 6.0% 1,080 Allegheny County Hospital Development Authority, 11/10 at 102.00 B1 1,245,823 Pennsylvania, Revenue Bonds, West Penn Allegheny Health System, Series 2000B, 9.250%, 11/15/30 1,290 Carbon County Industrial Development Authority, No Opt. Call BBB- 1,399,921 Pennsylvania, Resource Recovery Revenue Refunding Bonds, Panther Creek Partners Project, Series 2000, 6.650%, 5/01/10 (Alternative Minimum Tax) 1,000 Pennsylvania Convention Center Authority, Revenue 3/05 at 102.00 BBB 1,023,210 Refunding Bonds, Series 1994A, 6.750%, 9/01/19 1,500 Pennsylvania Economic Development Financing Authority, 12/04 at 102.00 BBB- 1,536,030 Resource Recovery Revenue Bonds, Colver Project, Series 1994D, 7.150%, 12/01/18 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ RHODE ISLAND - 0.5% 500 Rhode Island Tobacco Settlement Financing Corporation, 6/12 at 100.00 BBB 451,940 Tobacco Settlement Asset-Backed Bonds, Series 2002A, 6.250%, 6/01/42 ------------------------------------------------------------------------------------------------------------------------------------ SOUTH CAROLINA - 4.3% 2,500 Greenville County School District, South Carolina, Installment 12/12 at 101.00 AA- 2,815,100 Purchase Revenue Bonds, Series 2002, 5.500%, 12/01/13 1,000 Tobacco Settlement Revenue Management Authority, 5/11 at 101.00 BBB 959,680 South Carolina, Tobacco Settlement Asset-Backed Bonds, Series 2001B, 6.000%, 5/15/22 ------------------------------------------------------------------------------------------------------------------------------------ TENNESSEE - 1.7% 1,000 Knox County Health, Educational and Housing Facilities 4/12 at 101.00 Baa3 1,012,600 Board, Tennessee, Hospital Revenue Bonds, Baptist Health System of East Tennessee Inc. Series 2002, 6.375%, 4/15/22 375 Shelby County Health, Educational and Housing Facilities 9/12 at 100.00 A-*** 454,384 Board, Tennessee, Hospital Revenue Bonds, Methodist Healthcare, Series 2002, 6.500%, 9/01/26 ------------------------------------------------------------------------------------------------------------------------------------ TEXAS - 8.5% 2,000 Gulf Coast Waste Disposal Authority, Texas, Sewerage 4/12 at 100.00 A+ 2,125,280 and Solid Waste Disposal Revenue Bonds, Anheuser Busch Company, Series 2002, 5.900%, 4/01/36 (Alternative Minimum Tax) 280 Hidalgo County Housing Finance Corporation, Texas, 4/05 at 101.00 Aaa 282,248 GNMA/FNMA Collateralized Single Family Mortgage Revenue Bonds, Series 1994A, 7.000%, 10/01/27 (Alternative Minimum Tax) 2,000 Matagorda County Navigation District 1, Texas, 10/13 at 101.00 AAA 2,035,380 Collateralized Revenue Refunding Bonds, Houston Light and Power Company, Series 1995, 4.000%, 10/15/15 - MBIA Insured 2,000 Weslaco Health Facilities Development Corporation, Texas, 6/12 at 100.00 BBB+ 2,089,520 Hospital Revenue Bonds, Knapp Medical Center, Series 2002, 6.250%, 6/01/25 26 PRINCIPAL OPTIONAL CALL MARKET AMOUNT (000) DESCRIPTION PROVISIONS* RATINGS** VALUE ------------------------------------------------------------------------------------------------------------------------------------ TEXAS (continued) West Texas Independent School District, McLennan and Hill Counties, General Obligation Refunding Bonds, Series 1998: $ 1,000 0.000%, 8/15/25 8/13 at 51.84 AAA $ 328,230 1,000 0.000%, 8/15/26 8/13 at 49.08 AAA 308,880 1,000 0.000%, 8/15/27 8/13 at 46.47 AAA 290,180 ------------------------------------------------------------------------------------------------------------------------------------ VIRGINIA - 3.2% 1,000 Chesterfield County Industrial Development Authority, 11/10 at 102.00 A3 1,108,030 Virginia, Pollution Control Revenue Bonds, Virginia Electric and Power Company, Series 1987A, 5.875%, 6/01/17 1,500 Mecklenburg County Industrial Development Authority, 10/12 at 100.00 A3 1,681,785 Virginia, Revenue Bonds, UAE Mecklenburg Cogeneration LP Project, Series 2002, 6.500%, 10/15/17 (Alternative Minimum Tax) ------------------------------------------------------------------------------------------------------------------------------------ WEST VIRGINIA - 2.3% 2,000 Mason County, West Virginia, Pollution Control Revenue 10/11 at 100.00 BBB 2,043,160 Bonds, Appalachian Power Company, Series 2003L, 5.500%, 10/01/22 ------------------------------------------------------------------------------------------------------------------------------------ WISCONSIN - 1.2% 1,000 Wisconsin Health and Educational Facilities Authority, 10/11 at 100.00 BBB 1,033,058 Revenue Bonds, Carroll College Inc., Series 2001, 6.250%, 10/01/21 ------------------------------------------------------------------------------------------------------------------------------------ $ 91,479 Total Long-Term Investments (cost $81,604,908) - 98.7% 86,192,946 =============----------------------------------------------------------------------------------------------------------------------- Other Assets Less Liabilities - 1.3% 1,131,372 -------------------------------------------------------------------------------------------------------------------- Net Assets - 100% $ 87,324,318 ==================================================================================================================== * 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. ** Ratings (not covered by the report of independent registered public accounting firm): Using the higher of Standard & Poor's or Moody's rating. *** Securities are backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities which ensures the timely payment of principal and interest. Such securities are normally considered to be equivalent to AAA rated securities. # Non-income producing security. On January 1, 2002, CFR Holdings, Inc. (an entity formed by Nuveen for the benefit of the Nuveen Funds owning various interests in CanFibre of Riverside) took possession of the CanFibre of Riverside assets on behalf of the various Nuveen Funds. CFR Holdings, Inc., determined that a sale of the facility was in the best interest of shareholders and is proceeded accordingly. N/R Investment is not rated. See accompanying notes to financial statements. 27 Statement of ASSETS AND LIABILITIES October 31, 2004 MUNICIPAL VALUE MUNICIPAL INCOME (NUV) (NMI) ------------------------------------------------------------------------------------------------------------------------------------ ASSETS Investments, at market value (cost $1,819,864,244 and $81,604,908, respectively) $1,936,812,076 $86,192,946 Cash 2,049,219 -- Receivables: Interest 31,669,378 1,479,155 Investments sold 7,368,000 90,000 Other assets 86,586 2,897 ------------------------------------------------------------------------------------------------------------------------------------ Total assets 1,977,985,259 87,764,998 ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES Cash overdraft -- 362,265 Payable for investments purchased 4,524,825 -- Accrued expenses: Management fees 873,890 47,459 Other 661,546 30,956 ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities 6,060,261 440,680 ------------------------------------------------------------------------------------------------------------------------------------ Net assets $1,971,924,998 $87,324,318 ==================================================================================================================================== Shares outstanding 194,959,520 8,113,876 ==================================================================================================================================== Net asset value per share outstanding (net assets divided by shares outstanding) $ 10.11 $ 10.76 ==================================================================================================================================== NET ASSETS CONSIST OF: ------------------------------------------------------------------------------------------------------------------------------------ Shares, $.01 par value per share $ 1,949,595 $ 81,139 Paid-in surplus 1,837,696,454 90,828,586 Undistributed (Over-distribution of) net investment income 4,444,078 (86,400) Accumulated net realized gain (loss) from investments 10,887,039 (8,087,045) Net unrealized appreciation of investments 116,947,832 4,588,038 ------------------------------------------------------------------------------------------------------------------------------------ Net assets $1,971,924,998 $87,324,318 ==================================================================================================================================== Authorized shares 350,000,000 200,000,000 ==================================================================================================================================== See accompanying notes to financial statements. 28 Statement of OPERATIONS Year Ended October 31, 2004 MUNICIPAL VALUE MUNICIPAL INCOME (NUV) (NMI) ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT INCOME $105,741,406 $5,217,625 ------------------------------------------------------------------------------------------------------------------------------------ EXPENSES Management fees 10,462,875 555,018 Shareholders' servicing agent fees and expenses 550,539 29,975 Custodian's fees and expenses 380,850 22,868 Directors' fees and expenses 35,306 2,670 Professional fees 96,414 49,471 Shareholders' reports - printing and mailing expenses 167,023 17,209 Stock exchange listing fees 57,579 11,026 Investor relations expense 149,489 7,816 Other expenses 58,324 6,242 ------------------------------------------------------------------------------------------------------------------------------------ Total expenses before custodian fee credit 11,958,399 702,295 Custodian fee credit (44,412) (5,765) ------------------------------------------------------------------------------------------------------------------------------------ Net expenses 11,913,987 696,530 ------------------------------------------------------------------------------------------------------------------------------------ Net investment income 93,827,419 4,521,095 ------------------------------------------------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS Net realized gain (loss) from investments 10,588,040 (931,682) Change in net unrealized appreciation (depreciation) of investments 41,903,003 3,560,613 ------------------------------------------------------------------------------------------------------------------------------------ Net gain from investments 52,491,043 2,628,931 ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets from operations $146,318,462 $7,150,026 ==================================================================================================================================== See accompanying notes to financial statements. 29 Statement of CHANGES IN NET ASSETS MUNICIPAL VALUE (NUV) MUNICIPAL INCOME (NMI) ----------------------------------- -------------------------------- YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 10/31/04 10/31/03 10/31/04 10/31/03 ------------------------------------------------------------------------------------------------------------------------------------ OPERATIONS Net investment income $ 93,827,419 $ 96,451,985 $ 4,521,095 $ 4,392,430 Net realized gain (loss) from investment transactions 10,588,040 12,292,008 (931,682) (7,054,148) Change in net unrealized appreciation (depreciation) of investments 41,903,003 (15,927,673) 3,560,613 5,775,847 ------------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets from operations 146,318,462 92,816,320 7,150,026 3,114,129 ------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income (96,249,057) (96,727,379) (4,316,582) (4,747,653) From accumulated net realized gains from investment transactions (12,577,331) (8,063,396) -- -- ------------------------------------------------------------------------------------------------------------------------------------ Decrease in net assets from distributions to shareholders (108,826,388) (104,790,775) (4,316,582) (4,747,653) ------------------------------------------------------------------------------------------------------------------------------------ CAPITAL SHARE TRANSACTIONS Net proceeds from shares issued to shareholders due to reinvestment of distributions -- -- -- 227,854 ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets 37,492,074 (11,974,455) 2,833,444 (1,405,670) Net assets at the beginning of year 1,934,432,924 1,946,407,379 84,490,874 85,896,544 ------------------------------------------------------------------------------------------------------------------------------------ Net assets at the end of year $1,971,924,998 $1,934,432,924 $87,324,318 $84,490,874 ==================================================================================================================================== Undistributed (Over-distribution of) net investment income at the end of year $ 4,444,078 $ 7,300,260 $ (86,400) $ (275,990) ==================================================================================================================================== See accompanying notes to financial statements. 30 Notes to FINANCIAL STATEMENTS 1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES The funds (the "Funds") covered in this report and their corresponding Common share 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. 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. Securities 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 price quotes are not readily available (which is usually the case for municipal securities), the pricing service establishes fair market 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 it is determined that market prices for a security are unavailable or inappropriate, the Board of Directors of the Funds, or its designee, may establish a fair value for the security. Temporary investments in securities that have variable rate and demand features qualifying them as short-term securities are valued at amortized cost, which approximates market value. Securities Transactions Securities transactions are recorded on a trade date basis. Realized gains and losses from such transactions are determined on the specific identification method. Securities purchased or sold on a when-issued or delayed delivery basis may have extended settlement periods. The securities 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 and delayed delivery purchase commitments. At October 31, 2004, Municipal Value (NUV)had outstanding when-issued purchase commitments of $4,524,825. 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 Fund shareholders. Income Taxes Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute 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, 2004, have been designated Exempt Interest Dividends. Net realized capital gains and ordinary income distributions made by the Funds are subject to federal taxation. 31 Notes to FINANCIAL STATEMENTS (continued) 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. Derivative Financial Instruments The Funds may invest in certain derivative financial instruments including futures, forward, swap and option contracts, and other financial instruments with similar characteristics. Although the Funds are authorized to invest in such financial instruments, and may do so in the future, they did not make any such investments during the fiscal year ended October 31, 2004. 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, its 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 of 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 Transactions in shares were as follows: MUNICIPAL VALUE (NUV) MUNICIPAL INCOME (NMI) --------------------- ---------------------- YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED 10/31/04 10/31/03 10/31/04 10/31/03 ---------------------------------------------------------------------------------------------------------- Shares issued to shareholders due to reinvestment of distributions -- -- -- 20,892 ========================================================================================================== 3. SECURITIES TRANSACTIONS Purchases and sales (including maturities) of investments in long-term municipal securities during the fiscal year ended October 31, 2004, were as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Purchases $253,960,114 $12,798,427 Sales and maturities 249,792,081 11,540,644 ================================================================================ 32 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 on investments, timing differences in recognizing income on taxable market discount securities and timing differences in recognizing certain gains and losses on security transactions. At October 31, 2004, the cost of investments was as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Cost of investments $1,816,202,350 $81,536,657 ================================================================================ Gross unrealized appreciation and gross unrealized depreciation of investments at October 31, 2004, were as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Gross unrealized: Appreciation $140,814,129 $5,165,362 Depreciation (20,204,403) (509,073) -------------------------------------------------------------------------------- Net unrealized appreciation of investments $120,609,726 $4,656,289 ================================================================================ The tax components of undistributed net investment income and net realized gains at October 31, 2004, were as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Undistributed net tax-exempt income * $7,163,417 $152,721 Undistributed net ordinary income ** 1,222,188 942 Undistributed net long-term capital gains 10,887,039 -- ================================================================================ * Undistributed net tax-exempt income (on a tax basis) has not been reduced for the dividend declared on October 1, 2004, paid on November 1, 2004. ** 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 fiscal years ended October 31, 2004 and October 31, 2003, was designated for purposes of the dividends paid deduction as follows: MUNICIPAL MUNICIPAL 2004 VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Distributions from net tax-exempt income $92,800,716 $4,324,697 Distributions from net ordinary income ** 3,643,302 -- Distributions from net long-term capital gains 12,577,331 -- ================================================================================ MUNICIPAL MUNICIPAL 2003 VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Distributions from net tax-exempt income $97,187,351 $4,645,020 Distributions from net ordinary income ** 175,464 142,072 Distributions from net long-term capital gains 7,915,360 -- ================================================================================ ** Net ordinary income consists of taxable market discount income and net short-term capital gains, if any. At October 31, 2004, Municipal Income (NMI) has an unused capital loss carryforward of $8,038,260, available to be applied against future capital gains, if any. If not applied, $116,138, $7,005,363 and $916,759 of the carryforward will expire in the years 2008, 2011 and 2012, respectively. 5. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES As approved by the Board of Directors, effective August 1, 2004, a complex-wide management fee structure was adopted for all funds sponsored by Nuveen Advisory Corp. (the "Adviser"), a wholly owned subsidiary of Nuveen Investments, Inc. and its affiliates. This fee structure separates each fund's management fee into two components - a complex-level component, based on the aggregate amount of all funds assets managed by the Adviser and its affiliates, and a specific fund-level component, based only on the amount of assets within each individual fund. 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 and its affiliates. Under no circumstances will this pricing structure result in a fund paying management fees at a rate higher than would otherwise have been applicable had the complex-wide management fee structure not been implemented. As a consequence of this new management fee structure, the funds' effective management fees were reduced by approximately .006% as of November 30, 2004. 33 Notes to FINANCIAL STATEMENTS (continued) Effective August 1, 2004, Municipal Value's (NUV) annual fund-level fee, payable monthly, at the rates set forth below, which 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: GROSS INTEREST INCOME MUNICIPAL VALUE (NUV) -------------------------------------------------------------------------------- For the first $50 million 4.125% For the next $50 million 4.000 For gross income over $100 million 3.875 ================================================================================ Effective August 1, 2004, Municipal Income's (NMI) annual fund-level fee, payable monthly, at the rates set forth below, which 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 ================================================================================ Effective August 1, 2004, the annual complex-level fee, payable monthly, which is additive to the fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the aggregate amount of total fund assets managed as follows: 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. 34 Municipal Value (NUV) paid through July 31, 2004, an annual management fee, payable monthly, at the rates set forth below, which were based upon the average daily net assets of the Fund as follows: AVERAGE DAILY NET ASSETS MUNICIPAL VALUE (NUV) -------------------------------------------------------------------------------- For the first $500 million .3500% For the next $500 million .3250 For net assets over $1 billion .3000 ================================================================================ In addition, Municipal Value (NUV) paid an annual management fee, payable monthly, based on gross interest income as follows: GROSS INTEREST INCOME MUNICIPAL VALUE (NUV) -------------------------------------------------------------------------------- For the first $50 million 4.125% For the next $50 million 4.000 For gross income over $100 million 3.875 ================================================================================ Municipal Income (NMI) paid through July 31, 2004, an annual management fee, payable monthly, at the rates set forth below, which were based upon the average daily net assets of the Fund as follows: MUNICIPAL INCOME (NMI) AVERAGE DAILY NET ASSETS MANAGEMENT FEE RATE -------------------------------------------------------------------------------- For the first $125 million .6500% For the next $125 million .6375 For the next $250 million .6250 For the next $500 million .6125 For the next $1 billion .6000 For the next $3 billion .5875 For net assets over $5 billion .5750 ================================================================================ 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 their 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. SUBSEQUENT EVENT - DISTRIBUTIONS TO SHAREHOLDERS The Funds declared dividend distributions from their tax-exempt net investment income which were paid on December 1, 2004, to shareholders of record on November 15, 2004, as follows: MUNICIPAL MUNICIPAL VALUE (NUV) INCOME (NMI) -------------------------------------------------------------------------------- Dividend per share $.0390 $.0440 ================================================================================ 35 Financial HIGHLIGHTS Selected data for a share outstanding throughout each period: Investment Operations Less Distributions ------------------------------------ ------------------------------------- Net Realized/ Beginning Net Unrealized Net Ending Net Asset Investment Investment Investment Capital Net Asset Value Income Gain (Loss) Total Income Gains Total Value ------------------------------------------------------------------------------------------------------------------------------ MUNICIPAL VALUE (NUV) ------------------------------------------------------------------------------------------------------------------------------ Year Ended 10/31: 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 2001 9.77 .51 .42 .93 (.51) (.02) (.53) 10.17 2000 9.48 .52 .28 .80 (.51) -- (.51) 9.77 MUNICIPAL INCOME (NMI) ------------------------------------------------------------------------------------------------------------------------------ Year Ended 10/31: 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 2001 11.01 .67 (.06) .61 (.70) -- (.70) 10.92 2000 11.43 .70 (.36) .34 (.70) (.06) (.76) 11.01 ============================================================================================================================== Total Returns ------------------------------ Ending Based on Based on Net Market Value Market Value+ Asset Value+ ----------------------------------------------------------------------------- MUNICIPAL VALUE (NUV) ----------------------------------------------------------------------------- Year Ended 10/31: 2004 $ 9.3600 9.01% 7.77% 2003 9.1200 3.66 4.90 2002 9.3200 3.80 3.32 2001 9.4800 17.32 9.77 2000 8.5625 5.46 8.71 MUNICIPAL INCOME (NMI) ----------------------------------------------------------------------------- Year Ended 10/31: 2004 10.0800 10.34 8.69 2003 9.6400 3.02 3.71 2002 9.9000 (11.93) 2.87 2001 11.9000 12.24 5.68 2000 11.2500 9.45 3.02 ============================================================================= Ratios/Supplemental Data ----------------------------------------------------------------------------------------- Before Credit After Credit* --------------------------- ---------------------------- 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: 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 2001 1,982,139 .65 5.09 .64 5.10 10 2000 1,903,967 .65 5.44 .64 5.44 17 MUNICIPAL INCOME (NMI) -------------------------------------------------------------------------------------------------------------------- Year Ended 10/31: 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 2001 88,089 .83 6.14 .83 6.15 11 2000 88,214 .80 6.20 .77 6.23 6 ==================================================================================================================== * After custodian fee credit, where applicable. + Total Investment 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. 36-37 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 Funds is currently set at seven. 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 IN POSITION(S) YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR INCLUDING OTHER DIRECTORSHIPS OVERSEEN BY AND ADDRESS THE FUNDS 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 and Director (since 1996) of Nuveen Investments, 152 3/28/49 the Board Inc. and Nuveen Investments, LLC; Director (since 1992) and 333 W. Wacker Drive and Trustee Chairman (since 1996) of Nuveen Advisory Corp. and Nuveen Chicago, IL 60606 Institutional Advisory Corp.; Chairman and Director (since 1997) of Nuveen Asset Management Inc.; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers Inc. (since 2002). BOARD MEMBERS WHO ARE NOT INTERESTED PERSONS OF THE FUNDS: ------------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner Board member 1997 Private Investor and Management Consultant. 152 8/22/40 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Lawrence H. Brown Board member 1993 Retired (1989) as Senior Vice President of The Northern 152 7/29/34 Trust Company; Director, Community Advisory Board for 333 W. Wacker Drive Highland Park and Highwood, United Way of the North Chicago, IL 60606 Shore (since 2002). ------------------------------------------------------------------------------------------------------------------------------------ Jack B. Evans Board member 1999 President, The Hall-Perrine Foundation, a private philanthropic 152 10/22/48 corporation (since 1996); Director and Vice Chairman, United 333 W. Wacker Drive Fire & Casualty Company; formerly Director, Federal Reserve Chicago, IL 60606 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 and Distinguished Professor of Finance, School of 152 3/6/48 Business at the University of Connecticut (since 2003); 333 W. Wacker Drive previously Senior Vice President and Director of Research Chicago, IL 60606 at the Federal Reserve Bank of Chicago (1995-2003); Director, Credit Research Center at Georgetown University; Director of Xerox Corporation (since 2004). 38 NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST PRINCIPAL OCCUPATION(S) FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR INCLUDING OTHER DIRECTORSHIPS OVERSEEN BY AND ADDRESS THE FUNDS 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 Senior Partner and Chief Operating Officer, Miller-Valentine 152 9/24/44 Group, Vice President, Miller-Valentine Realty, a construction 333 W. Wacker Drive company; Chair, Miami Valley Hospital; Chair, Dayton Chicago, IL 60606 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 Donnelley 152 12/29/47 Foundation (since 1994); prior thereto, Executive Director, 333 W. Wacker Drive Great Lakes Protection Fund (from 1990 to 1994) Chicago, IL 60606 NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUNDS APPOINTED(3) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUNDS: ------------------------------------------------------------------------------------------------------------------------------------ Gifford R. Zimmerman Chief 1988 Managing Director (since 2002), Assistant Secretary and 152 9/9/56 Administrative Associate General Counsel, formerly, Vice President and 333 W. Wacker Drive Officer Assistant General Counsel of Nuveen Investments, LLC; Chicago, IL 60606 Managing Director (since 2002), General Counsel and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President (since 2000), of Nuveen Asset Management Inc.; 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. (since 2003); Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ Julia L. Antonatos Vice President 2004 Vice President (since 2002), formerly, Assistant Vice President 152 9/22/63 (since 1999) of Nuveen Investments, LLC; Chartered 333 W. Wacker Drive Financial Analyst. Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Michael T. Atkinson Vice President 2000 Vice President (since 2002), formerly, Assistant Vice 152 2/3/66 and Assistant President (since 2000), previously, Associate of Nuveen 333 W. Wacker Drive Secretary Investments, LLC. Chicago, IL 60606 39 Board Members AND OFFICERS (CONTINUED) NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUNDS APPOINTED(3) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUNDS (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ Peter H. D'Arrigo Vice President 1999 Vice President of Nuveen Investments, LLC (since 1999), 152 11/28/67 and Treasurer prior thereto, Assistant Vice President (since 1997); Vice 333 W. Wacker Drive President and Treasurer of Nuveen Investments, Inc. (since Chicago, IL 60606 1999); Vice President and Treasurer of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp (since 1999); Vice President and Treasurer of Nuveen Asset Management Inc. (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); Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ Jessica R. Droeger Vice President 2000 Vice President (since 2002) and Assistant General Counsel 152 9/24/64 and Secretary (since 1998); formerly, Assistant Vice President (since 1998) 333 W. Wacker Drive of Nuveen Investments, LLC; Vice President (since 2002) Chicago, IL 60606 and Assistant Secretary (since 1998), formerly Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. ------------------------------------------------------------------------------------------------------------------------------------ Lorna C. Ferguson Vice President 1998 Managing Director (since 2004) formerly, Vice President of 152 10/24/45 Nuveen Investments, LLC; Managing Director (since 2004) 333 W. Wacker Drive formerly, Vice President (since 1998) of Nuveen Advisory Chicago, IL 60606 Corp. and Nuveen Institutional Advisory Corp. ------------------------------------------------------------------------------------------------------------------------------------ William M. Fitzgerald Vice President 1995 Managing Director (since 2002) of Nuveen Investments, 152 3/2/64 LLC; Managing Director (since 2001), formerly Vice President 333 W. Wacker Drive of Nuveen Advisory Corp. and Nuveen Institutional Advisory Chicago, IL 60606 Corp. (since 1995); Managing Director of Nuveen Asset Management Inc. (since 2001); Vice President of Nuveen Investment Advisers Inc. (since 2002); Chartered Financial Analyst. ------------------------------------------------------------------------------------------------------------------------------------ Stephen D. Foy Vice President 1998 Vice President (since 1993) and Funds Controller (since 1998) 152 5/31/54 and Controller of Nuveen Investments, LLC; formerly, Vice President and 333 W. Wacker Drive Funds Controller (1998-2003) of Nuveen Investments, Inc.; Chicago, IL 60606 Certified Public Accountant. 40 NUMBER OF PORTFOLIOS IN POSITION(S) YEAR FIRST FUND COMPLEX NAME, BIRTHDATE HELD WITH ELECTED OR PRINCIPAL OCCUPATION(S) OVERSEEN BY AND ADDRESS THE FUNDS APPOINTED(3) DURING PAST 5 YEARS OFFICER ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS OF THE FUNDS (CONTINUED): ------------------------------------------------------------------------------------------------------------------------------------ James D. Grassi Vice President 2004 Vice President and Deputy Director of Compliance 152 4/13/56 and Chief (since August 2004) of Nuveen Investments, LLC, 333 W. Wacker Drive Compliance Nuveen Investments Advisers Inc., Nuveen Asset Chicago, IL 60606 Officer Management Inc., Nuveen Advisory Corp., Nuveen Institutional Advisory Corp. and Rittenhouse Asset Management, Inc.; formerly, Senior Attorney (1994-July 2004), The Northern Trust Company. ------------------------------------------------------------------------------------------------------------------------------------ David J. Lamb Vice President 2000 Vice President (since 2000) of Nuveen Investments, 152 3/22/63 LLC, previously Assistant Vice President (since 1999); 333 W. Wacker Drive prior thereto, Associate of Nuveen Investments, LLC; Chicago, IL 60606 Certified Public Accountant. ------------------------------------------------------------------------------------------------------------------------------------ Tina M. Lazar Vice President 2002 Vice President (since 1999), previously, Assistant Vice 152 8/27/61 President (since 1993) of Nuveen Investments, LLC. 333 W. Wacker Drive Chicago, IL 60606 ------------------------------------------------------------------------------------------------------------------------------------ Larry W. Martin Vice President 1988 Vice President, Assistant Secretary and Assistant General 152 7/27/51 and Assistant Counsel of Nuveen Investments, LLC; Vice President and 333 W. Wacker Drive Secretary Assistant Secretary of Nuveen Advisory Corp. and Nuveen Chicago, IL 60606 Institutional Advisory Corp.; Assistant Secretary of Nuveen Investments, Inc. and (since 1997) Nuveen Asset Management Inc.; 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). ------------------------------------------------------------------------------------------------------------------------------------ Edward F. Neild, IV Vice President 1996 Managing Director (since 2002) of Nuveen Investments, LLC; 152 7/7/65 Managing Director (since 1997), formerly Vice President 333 W. Wacker Drive (since 1996) of Nuveen Advisory Corp. and Nuveen Institutional Chicago, IL 60606 Advisory Corp.; Managing Director of Nuveen Asset Management Inc. (since 1999). Chartered Financial Analyst. (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) 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. 41 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 EXCHANGE-TRADED FUNDS DIVIDEND REINVESTMENT PLAN Your Nuveen Closed-End Exchange-Traded 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 the dividends or distributions awaiting reinvestment. Because the market price 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. 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. 42 Other Useful INFORMATION QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION Each Fund's (i) quarterly portfolio of investments and (ii) information regarding how the Funds voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30, 2004, are available without charge, upon request, by calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen's web site 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. AVERAGE MODIFIED DURATION: Duration is a measure of the sensitivity of a bond or bond fund's value to changes when interest rates change. Generally, the longer a bond 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 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 William J. Schneider Timothy R. Schwertfeger Judith M. Stockdale FUND MANAGER Nuveen Advisory Corp. 333 West Wacker Drive Chicago, IL 60606 CUSTODIAN State Street Bank & Trust Boston, MA TRANSFER AGENT AND SHAREHOLDER SERVICES State Street Bank & Trust 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 or preferred stock in the future at such times and in such amounts as is deemed advisable. No shares were repurchased during the period ended October 31, 2004. Any future repurchases will be reported to shareholders in the next annual or semiannual report. 43 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 $100 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 tax-free 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 and for a prospectus, where applicable, talk to your financial advisor, or call us at (800) 257-8787. Please read the information carefully before you invest. o Share prices Learn more o Fund details about Nuveen Funds at o Daily financial news WWW.NUVEEN.COM/ETF o Investor education o Interactive planning tools Logo: NUVEEN Investments EAN-A-1004D 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. The registrant has posted such code of ethics on its website at www.nuveen.com/etf. 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 has served as the registrant's audit committee financial expert from July 26, 2004 to the end of the reporting period on October 31, 2004. Prior to July 26, 2004, William E. Bennett, who was "independent" for purposes of Item 3 of Form N-CSR, served as the audit committee financial expert. Although Mr. Bennett served as the audit committee financial expert during the reporting period, he unexpectedly resigned from the Board effective April 30, 2004. Accordingly for this reporting period, the registrant did not have a designated "audit committee financial expert" from May 1, 2004 to July 26, 2004. 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. Mr. Bennett was formerly Executive Vice President and Chief Credit Officer of First Chicago Corporation and its principal subsidiary, The First National Bank of Chicago. As part of his role as Chief Credit Officer, Mr. Bennett set policy as to accrual of assets/loans; designated performing/non-performing assets; set the level of reserves against the credit portfolio; and determined the carrying value of credit related assets and exposure. Among other things, Mr. Bennett was also responsible for the oversight of the internal analysis function including setting ground rules for the review and preparation of financial analysis and financial statements for use in making credit and risk decisions for clients. Mr. Bennett has significant experience reviewing, analyzing and evaluating financial statements of domestic and international companies in a variety of industries with complex accounting issues. 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 entered into on or after May 6, 2003, 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 BILLED TO FUND BILLED TO FUND BILLED TO FUND ------------------------------------------------------------------------------------------------------------------------------------ October 31, 2004 $ 48,562 $ 0 $ 364 $ 0 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved N/A 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ October 31, 2003 $ 41,700 $ 0 $ 731 $ 0 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved N/A 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ The above "Tax Fees" were billed for professional services for tax advice, tax compliance and tax planning. SERVICES THAT THE FUND'S AUDITOR BILLED TO THE ADVISER AND AFFILIATED FUND SERVICE PROVIDERS The following tables show the amount of fees billed by Ernst & Young LLP to Nuveen Advisory Corp. ("NAC" or the "Adviser"), and any entity controlling, controlled by or under common control with NAC ("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 table also shows the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid to Ernst & Young LLP by the Fund, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee's attention, and the Committee (or its delegate) approves the services before the Fund's audit is completed. FISCAL YEAR ENDED AUDIT-RELATED FEES TAX FEES BILLED TO ALL OTHER FEES BILLED TO ADVISER AND ADVISER AND BILLED TO ADVISER AFFILIATED FUND AFFILIATED FUND AND AFFILIATED FUND SERVICE PROVIDERS SERVICE PROVIDERS SERVICE PROVIDERS ------------------------------------------------------------------------------------------------------------------------------------ October 31, 2004 $ 0 $ 0 $ 0 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved 0% 0% 0% pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ October 31, 2003 $ 0 $ 0 $ 0 ------------------------------------------------------------------------------------------------------------------------------------ Percentage approved N/A N/A N/A pursuant to pre-approval exception ------------------------------------------------------------------------------------------------------------------------------------ NON-AUDIT SERVICES The following table shows the amount of fees that Ernst & Young LLP billed during the Fund's last two full fiscal years for non-audit services. For engagements entered into on or after May 6, 2003, 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 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, 2004 $ 364 $ 0 $ 0 $ 364 October 31, 2003 $ 731 $ 0 $ 0 $ 731 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 (the "Exchange Act") (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Robert P. Bremner, Lawrence H. Brown, Jack B. Evans and William J. Schneider. ITEM 6. SCHEDULE OF INVESTMENTS. See Schedule I in Item 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. In the rare event that a municipal issuer held by the Fund were to issue a proxy or that the Fund were to receive a proxy issued by a cash management security, the Adviser 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 Fund's Board of Directors or Trustees or its representative. In the case of a conflict of interest, the proxy would be submitted to the applicable Fund's Board to determine how the proxy should be voted. A member of the Adviser's legal department would oversee the administration of the voting, and ensure that records were maintained in accordance with Rule 204-2(c)(2) under the Investment Advisers Act of 1940 (17 CFR 275.204-2(c)(2)), reports were filed with the SEC on Form N-PX, and the results were provided to the Board of Directors or Trustees and made available to shareholders as required by applicable rules. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable at this time. 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. In the event of a vacancy on the Board, the nominating and governance committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Vice President for Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The nominating and governance committee sets appropriate standards and requirements for nominations for new directors or trustees and reserves the right to interview all candidates and to make the final selection of any new directors or trustees. 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 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 posted on registrant's website at www.nuveen.com/etf. (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 6, 2005 ------------------------------------------------------------------- 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 6, 2005 ------------------------------------------------------------------- By (Signature and Title)* /s/ Stephen D. Foy ---------------------------------------------- Stephen D. Foy Vice President and Controller (Principal Financial Officer) Date: January 6, 2005 ------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.