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

811-21137

 

Nuveen Quality Preferred Income Fund 2

(Exact name of registrant as specified in charter)

 

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606

(Address of principal executive offices) (Zip code)

 

Kevin J. McCarthy

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(312) 917-7700

 

 

Date of fiscal year end:

July 31

 

 

Date of reporting period:

July 31, 2013

 

 

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.

 



Closed-End Funds

Nuveen Investments

Closed-End Funds

Seeks High Current Income from a Portfolio of
Investment-Grade Preferred Securities

Annual Report

July 31, 2013

Nuveen Quality Preferred
Income Fund

JTP

Nuveen Quality Preferred
Income Fund 2

JPS

Nuveen Quality Preferred
Income Fund 3

JHP



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Table of Contents

Chairman's Letter to Shareholders

   

4

   

Portfolio Managers' Comments

   

5

   

Fund Leverage

   

8

   

Common Share Information

   

9

   

Risk Considerations

   

11

   

Performance Overviews and Holding Summaries

   

12

   

Shareholder Meeting Report

   

15

   

Report of Independent Registered Public Accounting Firm

   

16

   

Portfolios of Investments

   

17

   

Statement of Assets & Liabilities

   

37

   

Statement of Operations

   

38

   

Statement of Changes in Net Assets

   

39

   

Statement of Cash Flows

   

41

   

Financial Highlights

   

42

   

Notes to Financial Statements

   

45

   

Annual Investment Management Agreement Approval Process

   

56

   

Board Members & Officers

   

64

   

Reinvest Automatically, Easily and Conveniently

   

70

   

Glossary of Terms Used in this Report

   

71

   

Additional Fund Information

   

75

   



Chairman's
Letter to Shareholders

Dear Shareholders,

I am pleased to have this opportunity to introduce myself to you as the new independent chairman of the Nuveen Fund Board, effective July 1, 2013. I am honored to have been selected as chairman, with its primary responsibility to serve the interests of the Nuveen fund shareholders. My predecessor, Robert Bremner, was the first independent director to serve as chairman of the Board and I, and my fellow Board members, plan to continue his legacy of strong independent oversight of your funds.

The global economy has hit major turning points over the last several months to a year. The developed world is gradually recovering from their financial crisis while the emerging markets appear to be struggling with the downshift of China's growth potential. Japan is entering a new era of growth after decades of economic stagnation and many of the Eurozone nations appear to be exiting their recession. Despite the positive events, there are still potential risks. Middle East tensions, rising oil prices, defaults in Europe and fallout from the financial stress in emerging markets could all reverse the recent progress in the global economy.

On the domestic front, the U.S. economy is experiencing sustainable slow growth. Corporate fundamentals are strong as earnings per share and corporate cash are at the highest level in two decades. Unemployment is trending down and the housing market has experienced a rebound, each assisting the positive economic scenario. However, there are some issues to be watched. Interest rates are expected to increase but significant uncertainty about the timing remains. Another potential fiscal cliff in October along with a possible conflict in the Middle East both add to the uncertainties that could cause problems for the economy going forward.

In the near term, governments are focused on economic recovery and the growth of their economies, which could lead to an environment of attractive investment opportunities. Over the long term, the uncertainties mentioned earlier could hinder the potential growth. Because of this, Nuveen's investment management teams work hard to balance return and risk with a range of investment strategies. I encourage you to read the following commentary on the management of your fund.

On behalf of the other members of your Fund Board, we look forward to continuing to earn your trust in the months and years ahead.

Sincerely,

William J. Schneider
Chairman of the Nuveen Fund Board
September 23, 2013

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4



Portfolio Managers' Comments

Nuveen Quality Preferred Income Fund (JTP)
Nuveen Quality Preferred Income Fund 2 (JPS)
Nuveen Quality Preferred Income Fund 3 (JHP)

The Funds are sub-advised by a team of specialists at Spectrum Asset Management, a wholly owned subsidiary of Principal Global Investors, LLC. Mark A. Lieb and Phil Jacoby lead the team. Here Mark and Phil discuss the economic and market conditions, key investment strategies and performance of the Funds for the twelve-month reporting period ended July 31, 2013.

What were the general market conditions and trends during this twelve-month reporting period ended July 31, 2013?

During this reporting period, the U.S. economy's progress toward recovery from recession continued at a moderate pace. The Federal Reserve (Fed) maintained its efforts to improve the overall economic environment by holding the benchmark fed funds rate at the record low level of zero to 0.25% that it established in December 2008. The Fed also continued its monthly purchases of $40 billion of mortgage-backed securities and $45 billion of longer-term Treasury securities in an open-ended effort to bolster growth. At its September 2013 meeting (subsequent to the end of this reporting period), the Fed indicated that downside risks to the economy had diminished since the fall of 2012, but that recent tightening of financial conditions, if sustained, could potentially slow the pace of improvement in the economy and labor market. Consequently, the Fed made no changes to its highly accommodative monetary policies at the September meeting, announcing its decision to wait for additional evidence of sustained economic progress before adjusting the pace of its bond buying program.

As measured by gross domestic product (GDP), the U.S. economy grew at an estimated annualized rate of 1.7% in the second quarter of 2013, compared with 1.1% for the first quarter, continuing the pattern of positive economic growth for the 16th consecutive quarter. The Consumer Price Index (CPI) rose 2.0% year-over-year as of July 2013, while the core CPI (which excludes food and energy) increased 1.7% during the period, staying within the Fed's unofficial objective of 2.0% or lower for this inflation measure. Meanwhile, labor market conditions continued slowly to show signs of improvement, although unemployment remained above the Central Bank's 6.5% target. As of July 2013, the national unemployment rate was 7.4%. The housing market, long a major weak spot in the U.S. economic recovery, also delivered some good news as the average home price in the S&P/Case-Shiller Index of 20 major metropolitan areas rose 12.1% for the twelve months ended June 2013 (most recent data available at the time this report was prepared). The outlook for the U.S. economy, however, continued to be clouded by uncertainty about global financial markets and the

Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements or views expressed herein.

Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor's, Moody's Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.

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5



outcome of the "fiscal cliff" negotiations. The tax consequences of the fiscal cliff situation, scheduled to become effective in January 2013, were averted through a last minute deal that raised payroll taxes, but left in place a number of tax breaks. Lawmakers postponed and then failed to reach a resolution on $1.2 trillion in spending cuts intended to address the federal budget deficit. As a result, automatic spending cuts (or sequestration) affecting both defense and non-defense programs (excluding Social Security and Medicaid) took effect March 1, 2013, with potential implications for U.S. economic growth over the next decade. In late March 2013, Congress passed legislation that established federal funding levels for the remainder of fiscal year 2013, which ends on September 30, 2013, preventing a federal government shutdown. The proposed federal budget for fiscal year 2014 remains under debate.

For the majority of the reporting period, generally improving economic data and diminished systemic risk fears were supportive of risk assets in general and fixed income spread sectors specifically. The pressure to find yield continued to provide strong technical underpinnings to the market as investor flows indicated robust demand for fixed income securities during most of the reporting period. The tide quickly turned in the final month of the reporting period, however, triggered by the Fed Chairman's comments that the economic outlook had improved enough to warrant a possible "tapering" of the Central Bank's quantitative easing programs as soon as September of this year, earlier than the market anticipated. In response, Treasury yields rose sharply, while global risk assets, including equities, spread products and growth-sensitive currencies, sold off significantly. The combination of rising yields and a sell-off in risk assets in June was somewhat unusual; the two have generally been negatively correlated over the past several years. The common thread in the markets appeared to be a general "de-risking" by investors based on concerns about the Central Bank's withdrawal of policy stimulus.

What key strategies were used to manage the Funds during the twelve-month period ended July 31, 2013?

The investment objective of each Fund is to seek high current income consistent with capital preservation. Each Fund's secondary objective is to enhance portfolio value. Under normal market conditions, the Funds seek to invest at least 80% of their net assets in preferred securities and up to 20% of their net assets in debt securities, including convertible debt and convertible preferred securities.

Our underlying strategy is to maintain a balance between the individual investor-oriented $25 par preferred securities often traded on securities exchanges and the institutional investor-oriented $1,000 par preferred securities traded over-the-counter in the capital markets. Both types of securities offer performance opportunities, which together with the broad diversification benefits of this combined universe, help to produce potentially attractive risk-adjusted rates of return. We keep a risk-averse posture toward security structure and portfolio structure, which is an important core aspect of our effort to preserve capital and provide attractive income over the long term.

During the reporting period, we marginally reduced the Funds' allocation to $25 par preferred securities in the face of increased call activity. We also reduced our exposure to the $25 par sector because of the low yielding reinvestment opportunities during the refunding cycle; this call cycle was essentially completed by the end of the reporting period. We increased the Funds' allocation to capital securities during the reporting period because of their better call protection and rising yields in the secondary markets. Over the long run, both the $25 par sector and the capital securities sector combine to provide diversification benefits, which may potentially improve risk-adjusted returns.

In some rising interest rate environments, preferred securities, especially those with perpetual maturities, and slightly above average dividend rates, can exhibit a measure of duration extension. Most of this risk exists in the $25 par preferred securities market because of five year (or less) call options. Therefore, the Fund is underweight in the $25 par market. Additionally, we use floating rate preferred securities, fixed-to-floating rate preferred securities and some very high coupon securities in order to cushion risk of longer run capital declines. Also, while preferred securities can experience some

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6



extreme shorter-term price declines, the sector's valuations should decline less than U.S. Treasury bonds during periods of rising interest rates not only because of lower relative durations, but also because of improving economic outlooks supportive of credit quality and preferred securities valuations.

How did the Funds perform during the twelve-month reporting period ended July 31, 2013?

The tables in the Performance Overview and Holding Summaries section of this report provide total return performance for each Fund for the one-year, five-year and ten-year periods ended July 31, 2013. For the twelve-month reporting period ended July 31, 2013, all three Funds' common shares at net asset value (NAV) outperformed the Barclays U.S. Aggregate Bond Index. JPS and JHP outperformed the Comparative Index, while JTP slightly underperformed the Comparative Index.

Managing the call cycle of the $25 par market and selling lower yielding securities were important tactics that contributed positively to the Funds' performance during the reporting period. We purchased higher coupon securities to protect income while positions in foreign bank tier 1 capital securities performed particularly well. Selling Union Planters Preferred Fund and Firstar Realty LLC, two somewhat illiquid securities, when market demand increased after the Central Bank of Japan's new stimulus plan augmented returns. Security selection in the life insurance and reinsurance sectors contributed positively to performance. The better performing issuers included QBE Capital Funding, AXA S.A., Hartford Financial Services Group, XL Limited and Societe Generale.

While the Funds outperformed during the reporting period, rising interest rates beginning in May 2013 caused by the Fed suggesting that it may taper its bond purchases constrained the Funds' performance by the end of the reporting period. The $25 par sector was primarily affected by pressure from exchange traded fund liquidations in preferred securities. Among the names that detracted during this reporting period were Public Storage, Inc., Axis Capital Holdings, Goldman Sachs Capital II, JPMorgan Chase Capital Trust and Digital Realty Trust.

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7



Fund Leverage

IMPACT OF THE FUNDS' LEVERAGE STRATEGY ON PERFORMANCE

One important factor impacting the returns of the Funds relative to the comparative indexes was the Funds' use of leverage through the use of bank borrowings. The Funds use leverage because their managers believe that, over time, leveraging provides opportunities for additional income and total return for common shareholders. However, use of leverage also can expose common shareholders to additional volatility. For example, as the prices of securities held by a Fund decline, the negative impact of these valuation changes on common share NAV and common shareholder total return is magnified by the use of leverage. Conversely, leverage may enhance common share returns during periods when the prices of securities held by a Fund generally are rising. Leverage had a positive impact on the performance of the Funds over this reporting period. During the period, the Funds continued to hold interest rate swap contracts to partially fix the interest cost of leverage. This had a positive effect on performance during the period.

THE FUNDS' REGULATORY LEVERAGE

Bank Borrowings

As discussed previously, the Funds employ regulatory leverage through the use of bank borrowings. As of July 31, 2013, the Funds have outstanding bank borrowings as shown in the accompanying table.

Fund

 

Bank Borrowings

 

JTP

 

$

234,000,000

   

JPS

 

$

464,000,000

   

JHP

 

$

89,000,000

   

Refer to Notes to Financial Statements, Note 8—Borrowing Arrangements for further details.

As of July 31, 2013, the Funds' percentages of leverage are shown in the accompanying table.

Fund   Effective
Leverage*
  Regulatory
Leverage*
 

JTP

   

28.92

%

   

28.92

%

 

JPS

   

28.98

%

   

28.98

%

 

JHP

   

29.01

%

   

29.01

%

 

*  Effective leverage is a Fund's effective economic leverage, and includes both regulatory leverage and the leverage effects of certain derivative and other investments in a Fund's portfolio that increase the Fund's investment exposure. Regulatory leverage consists of preferred shares issued or borrowings of a Fund. Both of these are part of a Fund's capital structure. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company Act of 1940.

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8



Common Share Information

Distribution Information

The following information regarding the Funds' distributions is current as of July 31, 2013. The Funds' distribution levels may vary over time based on each Fund's investment activities and portfolio investment value changes.

 

Per Common Share Amounts

 

 

JTP

 

JHP

 

JPS

 

August

 

$

0.0500

   

$

0.0550

   

$

0.0520

   

September

   

0.0500

     

0.0550

     

0.0520

   

October

   

0.0500

     

0.0550

     

0.0520

   

November

   

0.0500

     

0.0550

     

0.0520

   

December

   

0.0500

     

0.0550

     

0.0520

   

January

   

0.0500

     

0.0550

     

0.0520

   

February

   

0.0500

     

0.0550

     

0.0520

   

March

   

0.0500

     

0.0550

     

0.0520

   

April

   

0.0500

     

0.0550

     

0.0520

   

May

   

0.0500

     

0.0550

     

0.0520

   

June

   

0.0500

     

0.0550

     

0.0520

   

July

   

0.0500

     

0.0550

     

0.0520

   

Current Distribution Rate*

   

7.52

%

   

7.79

%

   

7.58

%

 

*  Current distribution rate is based on the Fund's current annualized monthly distribution divided by the Fund's current market price. The Fund's monthly distributions to its shareholders may be comprised of ordinary income, net realized capital gains and, if at the end of the fiscal year the Fund's cumulative net ordinary income and net realized gains are less than the amount of the Fund's distributions, a return of capital for tax purposes.

The Funds employ leverage through the use of bank borrowings. Leverage provides the potential for higher earnings (net investment income), total returns and distributions over time, but—as noted earlier—also increases the variability of common shareholders' NAV per share in response to changing market conditions.

During certain periods, the Funds may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Funds during the period. If a Fund has cumulatively earned more than it has paid in dividends, it holds 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 earnings, the excess constitutes negative UNII that is likewise reflected in a Fund's NAV. Each Fund will, over time, pay all of its net investment income as dividends to shareholders. As of July 31, 2013, all three Funds had positive UNII balances for both tax and financial reporting purposes.

Common Share Repurchases

As of July 31, 2013, and since the inception of the Funds' repurchase program, the Funds have not repurchased any of their outstanding common shares.

Common Share Shelf Equity Programs

During the current reporting period, JTP, JPS and JHP each filed registration statements with the SEC authorizing each Fund to issue an additional 6.4 million, 12.0 million and 2.3 million common shares, respectively, through equity shelf programs, which are not yet effective.

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9



Under these equity shelf programs, the Funds, subject to market conditions, may raise additional capital from time to time in varying amounts and offering methods at a net price at or above each Fund's NAV per common share.

Other Common Share Price Information

As of July 31, 2013, and during the current reporting period, the Funds' common share prices were trading at premium/(discount) to their common share NAVs as shown in the accompanying table.

 

JTP

 

JHP

 

JPS

 

Common Share NAV

 

$

8.90

   

$

9.45

   

$

9.18

   

Common Share Price

 

$

7.98

   

$

8.47

   

$

8.23

   

Premium/(Discount) to NAV

   

(10.34

)%

   

(10.37

)%

   

(10.35

)%

 

12-Month Average Premium/(Discount) to NAV

   

(3.17

)%

   

(3.78

)%

   

(3.14

)%

 

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10



Risk Considerations

Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation. Shares of closed-end funds are subject to investment risks, including the possible loss of principal invested. Past performance is no guarantee of future results.

Investment, Market and Price Risk. An investment in common shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in common shares represents an indirect investment in the corporate securities owned by the Funds, which generally trade in the over-the-counter markets. Shares of closed-end investment companies like the Funds frequently trade at a discount to their NAV. Your common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.

Leverage Risk. A Fund's use of leverage creates the possibility of higher volatility for a Fund's per share NAV, market price and distributions. Leverage risk can be introduced through regulatory leverage (issuing preferred shares or debt borrowings at the Fund level) or through certain derivative investments held in a Fund's portfolio. Leverage typically magnifies the total return of a Fund's portfolio, whether that return is positive or negative. The use of leverage creates an opportunity for increased common share net income, but there is no assurance that a Fund's leveraging strategy will be successful.

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

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

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

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

Preferred Stock Risk. Preferred stocks are subordinate to bonds and other debt instruments in a company's capital structure, and therefore are subject to greater credit risk.

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

Non-U.S. Securities Risk. Investments in non-U.S securities involve special risks not typically associated with domestic investments including currency risk and adverse political, social and economic developments. These risks often are magnified in emerging markets.

Derivatives Strategy Risk. Derivative securities, such as calls, puts, warrants, swaps and forwards, carry risks different from, and possibly greater than, the risks associated with the underlying investments.

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Nuveen Quality Preferred Income Fund (JTP)

Performance Overview and Holding Summaries as of July 31, 2013

Average Annual Total Returns as of July 31, 2013

   

Average Annual

 
   

1-Year

 

5-Year

 

10-Year

 

JTP at Common Share NAV

   

10.32

%

   

7.40

%

   

3.86

%

 

JTP at Common Share Price

   

(1.78

)%

   

6.39

%

   

2.74

%

 

Barclays U.S. Aggregate Bond Index

   

(1.91

)%

   

5.23

%

   

4.89

%

 

Comparative Index

   

10.76

%

   

6.00

%

   

4.31

%

 

Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index return information is provided for the Fund's shares at NAV only. Indexes are not available for direct investment.

Common Share Price Performance — Weekly Closing Price

Portfolio Allocation1,2

(as a % of total investments)

$1,000 Par (or similar)
Institutional Structures
   

54.0

%

 

$25 Par (or similar) Retail Structures

   

34.4

%

 

Corporate Bonds

   

6.1

%

 

Convertible Bonds

   

2.9

%

 

Common Stocks

   

1.1

%

 

Investment Companies

   

0.8

%

 

Short-Term Investments

   

0.7

%

 

Top Five Issuers1,2

(as a % of total long-term investments)

General Electric Company

   

3.7

%

 

HSBC Holdings PLC

   

3.7

%

 

PNC Financial Services Group Inc

   

3.4

%

 

QBE Insurance Group Limited

   

2.9

%

 

Deutsche Bank AG

   

2.8

%

 

Portfolio Composition1,2

(as a % of total investments)

Insurance

   

31.2

%

 

Commercial Banks

   

22.0

%

 

Diversified Financial Services

   

11.5

%

 

Capital Markets

   

9.0

%

 

Real Estate Investment Trust

   

7.7

%

 

Short-Term Investments

   

0.7

%

 

Other

   

17.9

%

 

Country Allocation1,2

(as a % of total investments)

United States

   

60.6

%

 

United Kingdom

   

12.1

%

 

Netherlands

   

6.3

%

 

France

   

4.1

%

 

Other

   

16.9

%

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.

1  Holdings are subject to change.

2  Excluding investments in derivatives.

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12



Nuveen Quality Preferred Income Fund 2 (JPS)

Performance Overview and Holding Summaries as of July 31, 2013

Average Annual Total Returns as of July 31, 2013

   

Average Annual

 
   

1-Year

 

5-Year

 

10-Year

 

JPS at Common Share NAV

   

10.98

%

   

8.50

%

   

4.39

%

 

JPS at Common Share Price

   

(2.63

)%

   

7.68

%

   

3.81

%

 

Barclays U.S. Aggregate Bond Index

   

(1.91

)%

   

5.23

%

   

4.89

%

 

Comparative Index

   

10.76

%

   

6.00

%

   

4.31

%

 

Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index return information is provided for the Fund's shares at NAV only. Indexes are not available for direct investment.

Common Share Price Performance — Weekly Closing Price

Portfolio Allocation1,2

(as a % of total investments)

$1,000 Par (or similar)
Institutional Structures
   

58.4

%

 

$25 Par (or similar) Retail Structures

   

32.2

%

 

Corporate Bonds

   

4.5

%

 

Convertible Bonds

   

2.5

%

 

Investment Companies

   

1.0

%

 

Common Stocks

   

0.8

%

 

Short-Term Investments

   

0.6

%

 

Top Five Issuers1,2

(as a % of total long-term investments)

Goldman Sachs Group Incorporated

   

3.9

%

 

MetLife Inc

   

3.9

%

 

General Electric Company

   

3.6

%

 

PNC Financial Services Group Inc

   

3.4

%

 

HSBC Holdings PLC

   

2.9

%

 

Portfolio Composition1,2

(as a % of total investments)

Insurance

   

32.8

%

 

Commercial Banks

   

21.2

%

 

Capital Markets

   

10.8

%

 

Diversified Financial Services

   

10.8

%

 

Real Estate Investment Trust

   

7.3

%

 

Short-Term Investments

   

0.6

%

 

Other

   

16.5

%

 

Country Allocation1,2

(as a % of total investments)

United States

   

62.0

%

 

United Kingdom

   

9.7

%

 

Netherlands

   

7.1

%

 

France

   

4.6

%

 

Other

   

16.6

%

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.

1  Holdings are subject to change.

2  Excluding investments in derivatives.

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13



Nuveen Quality Preferred Income Fund 3 (JHP)

Performance Overview and Holding Summaries as of July 31, 2013

Average Annual Total Returns as of July 31, 2013

   

Average Annual

 
   

1-Year

 

5-Year

 

10-Year

 

JHP at Common Share NAV

   

11.53

%

   

9.17

%

   

4.21

%

 

JHP at Common Share Price

   

(0.30

)%

   

8.00

%

   

3.37

%

 

Barclays U.S. Aggregate Bond Index

   

(1.91

)%

   

5.23

%

   

4.89

%

 

Comparative Index

   

10.76

%

   

6.00

%

   

4.31

%

 

Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Comparative index return information is provided for the Fund's shares at NAV only. Indexes are not available for direct investment.

Common Share Price Performance — Weekly Closing Price

Portfolio Allocation1,2

(as a % of total investments)

$1,000 Par (or similar)
Institutional Structures
   

56.4

%

 

$25 Par (or similar) Retail Structures

   

34.4

%

 

Corporate Bonds

   

4.6

%

 

Convertible Bonds

   

2.2

%

 

Investment Companies

   

1.0

%

 

Short-Term Investments

   

0.8

%

 

Common Stocks

   

0.5

%

 

Convertible Preferred Securities

   

0.1

%

 

Top Five Issuers1,2

(as a % of total long-term investments)

Wells Fargo and Company

   

3.7

%

 

General Electric Company

   

3.3

%

 

Goldman Sachs Group Incorporated

   

3.2

%

 

Deutsche Bank AG

   

3.2

%

 

PNC Financial Services Group Inc

   

2.9

%

 

Portfolio Composition1,2

 

(as a % of total investments)

Insurance

   

31.8

%

 

Commercial Banks

   

24.7

%

 

Capital Markets

   

10.7

%

 

Diversified Financial Services

   

10.0

%

 

Real Estate Investment Trust

   

6.6

%

 

Short-Term Investments

   

0.8

%

 

Other

   

15.4

%

 

Country Allocation1,2

(as a % of total investments)

United States

   

59.3

%

 

United Kingdom

   

11.2

%

 

Netherlands

   

6.2

%

 

France

   

6.1

%

 

Other

   

17.2

%

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this page.

1  Holdings are subject to change.

2  Excluding investments in derivatives.

Nuveen Investments
14




JTP

JPS

JHP

Shareholder Meeting Report

The annual meeting of shareholders was held in the offices of Nuveen Investments on April 3, 2013; at this meeting the shareholders were asked to vote on the election of Board Members.

   

JTP

 

JPS

 

JHP

 
    Common
Shares
  Common
Shares
  Common
Shares
 

Approval of the Board Members was reached as follows:

 

William C. Hunter

 

For

   

56,838,564

     

106,802,562

     

21,013,597

   

Withhold

   

1,915,398

     

2,564,631

     

638,498

   

Total

   

58,753,962

     

109,367,193

     

21,652,095

   

Judith M. Stockdale

 

For

   

56,659,724

     

106,657,703

     

20,972,963

   

Withhold

   

2,094,238

     

2,709,490

     

679,132

   

Total

   

58,753,962

     

109,367,193

     

21,652,095

   

Carole E. Stone

 

For

   

56,710,968

     

106,670,292

     

20,991,482

   

Withhold

   

2,042,994

     

2,696,901

     

660,613

   

Total

   

58,753,962

     

109,367,193

     

21,652,095

   

Virginia L. Stringer

 

For

   

56,775,660

     

106,642,807

     

21,001,518

   

Withhold

   

1,978,302

     

2,724,386

     

650,577

   

Total

   

58,753,962

     

109,367,193

     

21,652,095

   

Nuveen Investments
15



Report of INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders
Nuveen Quality Preferred Income Fund
Nuveen Quality Preferred Income Fund 2
Nuveen Quality Preferred Income Fund 3

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen Quality Preferred Income Fund, Nuveen Quality Preferred Income Fund 2, and Nuveen Quality Preferred Income Fund 3 (the "Funds") as of July 31, 2013, and the related statements of operations and cash flows 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 periods indicated therein. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2013, by correspondence with the custodian and counterparties. 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 Quality Preferred Income Fund, Nuveen Quality Preferred Income Fund 2, and Nuveen Quality Preferred Income Fund 3 at July 31, 2013, and the results of their operations and their cash flows 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 periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Chicago, Illinois
September 25, 2013

Nuveen Investments
16




JTP

Nuveen Quality Preferred Income Fund

Portfolio of Investments

  July 31, 2013

Shares  

Description (1)

             

Value

 
   

Long-Term Investments – 138.7% (99.3% of Total Investments)

 
   

Common Stocks – 1.6% (1.1% of Total Investments)

 
   

Real Estate Investment Trust – 1.6%

 
  145,700    

Hospitality Properties Trust

                         

$

3,718,264

   
  220,328    

Public Storage, Inc.

                           

5,340,751

   
   

Total Real Estate Investment Trust

                           

9,059,015

   
   

Total Common Stocks (cost $9,116,005)

                           

9,059,015

   
Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
   

$25 Par (or similar) Retail Structures – 48.0% (34.4% of Total Investments)

 
   

Capital Markets – 3.9%

 
  128,047    

Ameriprise Financial, Inc.

   

7.750

%

         

A

 

$

3,386,843

   
  515,646    

Deutsche Bank Capital Funding Trust II

   

6.550

%

         

BBB-

   

12,994,279

   
  86,100    

Deutsche Bank Contingent Capital Trust III

   

7.600

%

         

BBB-

   

2,295,426

   
  37,900    

Goldman Sachs Group Inc., Series GSC-3 (PPLUS)

   

6.000

%

         

Baa3

   

940,678

   
  4,500    

Goldman Sachs Group Inc., Series GSG-2 (PPLUS)

   

5.750

%

         

A-

   

111,375

   
  43,900    

Morgan Stanley Capital Trust IV

   

6.250

%

         

BB+

   

1,098,817

   
  72,700    

State Street Corporation

   

5.250

%

         

BBB+

   

1,731,714

   
   

Total Capital Markets

                           

22,559,132

   
   

Commercial Banks – 7.0%

 
  105,907    

Banco Santander Finance

   

10.500

%

         

BB

   

2,822,422

   
  2,100    

Barclays Bank PLC

   

6.625

%

         

BBB-

   

51,912

   
  40,000    

City National Corporation, Series C

   

5.500

%

         

Baa2

   

939,600

   
  144,700    

First Naigara Finance Group

   

8.625

%

         

BB+

   

4,087,775

   
  100,000    

FirstMerit Corporation

   

5.875

%

         

BBB-

   

2,336,000

   
  18,400    

HSBC Holdings PLC

   

8.000

%

         

BBB+

   

501,032

   
  11,863    

HSBC Holdings PLC

   

6.200

%

         

BBB+

   

296,338

   
  150,000    

HSBC USA Inc.

   

2.858

%

         

BBB+

   

7,381,500

   
  742,900    

PNC Financial Services

   

6.125

%

         

BBB

   

19,501,125

   
  25,000    

Royal Bank of Scotland Group PLC

   

5.750

%

         

BB

   

483,500

   
  75,000    

Wells Fargo & Company

   

5.850

%

         

BBB+

   

1,839,750

   
   

Total Commercial Banks

                           

40,240,954

   
   

Diversified Financial Services – 5.0%

 
  18,000    

Bank of America Corporation

   

6.375

%

         

BB+

   

450,000

   
  80,549    

Citigroup Capital Trust XI

   

6.000

%

         

BB

   

2,025,002

   
  150,514    

Citigroup Capital XIII

   

7.875

%

         

BB+

   

4,139,135

   
  35,000    

General Electric Capital Corporation

   

4.875

%

         

AA+

   

771,050

   
  50,000    

General Electric Capital Corporation

   

4.875

%

         

AA+

   

1,124,500

   
  9,000    

General Electric Capital Corporation

   

4.700

%

         

AA+

   

190,080

   
  36,800    

ING Groep N.V.

   

7.375

%

         

BBB-

   

926,992

   
  625,776    

ING Groep N.V.

   

7.200

%

         

BBB-

   

15,675,689

   
  47,500    

JP Morgan Chase Capital Trust XXIX

   

6.700

%

         

A

   

1,226,450

   
  81,008    

Merrill Lynch Preferred Capital Trust V

   

7.280

%

         

BB+

   

2,055,983

   
   

Total Diversified Financial Services

                           

28,584,881

   

Nuveen Investments
17



JTP

Nuveen Quality Preferred Income Fund (continued)

Portfolio of Investments July 31, 2013

Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
   

Diversified Telecommunication Services – 2.0%

 
  188,510    

Qwest Corporation

   

7.500

%

         

BBB-

 

$

4,833,396

   
  40,805    

Qwest Corporation

   

7.375

%

         

BBB-

   

1,034,407

   
  101,300    

Qwest Corporation

   

7.000

%

         

BBB-

   

2,549,721

   
  34,600    

Qwest Corporation

   

7.000

%

         

BBB-

   

872,958

   
  103,600    

Qwest Corporation

   

6.125

%

         

BBB-

   

2,335,144

   
   

Total Diversified Telecommunication Services

                           

11,625,626

   
   

Electric Utilities – 3.4%

 
  33,000    

Alabama Power Company, (3)

   

6.450

%

         

A-

   

860,063

   
  91,819    

Duke Energy Capital Trust II

   

5.125

%

         

BBB-

   

2,118,264

   
  22,668    

Entergy Arkansas Inc.

   

4.750

%

         

A-

   

473,535

   
  15,000    

Entergy Louisiana LLC

   

5.250

%

         

A-

   

331,950

   
  177,055    

Entergy Texas Inc.

   

7.875

%

         

A-

   

4,734,451

   
  64,800    

Interstate Power and Light Company

   

5.100

%

         

BBB

   

1,491,048

   
  250,999    

NextEra Energy Inc.

   

5.125

%

         

BBB

   

5,396,479

   
  185,974    

NextEra Energy Inc.

   

5.000

%

         

BBB

   

3,864,540

   
  5,102    

PPL Capital Funding, Inc.

   

5.900

%

         

BB+

   

117,295

   
   

Total Electric Utilities

                           

19,387,625

   
   

Food Products – 0.5%

 
  28,100    

Dairy Farmers of America Inc., 144A, (3)

   

7.875

%

         

BBB-

   

3,008,456

   
   

Insurance – 11.3%

 
  795,723    

Aegon N.V.

   

6.375

%

         

Baa1

   

19,622,529

   
  186,700    

Aflac Inc.

   

5.500

%

         

Baa1

   

4,505,071

   
  147,000    

Allstate Corporation

   

5.100

%

         

Baa1

   

3,692,640

   
  63,200    

Arch Capital Group Limited

   

6.750

%

         

BBB

   

1,603,384

   
  11,265    

Aspen Insurance Holdings Limited

   

7.250

%

         

BBB-

   

294,017

   
  156,900    

Aspen Insurance Holdings Limited

   

5.950

%

         

BBB-

   

4,032,330

   
  222,779    

Axis Capital Holdings Limited

   

6.875

%

         

BBB

   

5,787,798

   
  167,100    

Axis Capital Holdings Limited

   

5.500

%

         

BBB

   

3,585,966

   
  231,787    

Delphi Financial Group, Inc., (3)

   

7.376

%

         

BBB-

   

5,715,010

   
  125,430    

Hartford Financial Services Group Inc.

   

7.875

%

         

BB+

   

3,688,896

   
  46,984    

PartnerRe Limited

   

5.875

%

         

BBB+

   

1,068,886

   
  166,360    

Prudential PLC

   

6.750

%

         

A-

   

4,109,092

   
  104,100    

Reinsurance Group of America Inc.

   

6.200

%

         

BBB

   

2,659,755

   
  354    

RenaissanceRe Holdings Limited

   

6.080

%

         

BBB+

   

8,786

   
  88,198    

Torchmark Corporation

   

5.875

%

         

BBB+

   

2,114,988

   
  126,900    

W.R. Berkley Corporation

   

5.625

%

         

BBB-

   

2,700,432

   
   

Total Insurance

                           

65,189,580

   
   

Machinery – 1.0%

 
  230,303    

Stanley, Black, and Decker Inc.

   

5.750

%

         

BBB+

   

5,591,757

   
   

Media – 0.7%

 
  163,400    

Comcast Corporation

   

5.000

%

         

A-

   

3,944,476

   
   

Multi-Utilities – 1.7%

 
  223,497    

Dominion Resources Inc.

   

8.375

%

         

BBB

   

5,902,556

   
  150,800    

DTE Energy Company

   

6.500

%

         

Baa2

   

3,889,132

   
  9,746    

Scana Corporation

   

7.700

%

         

BBB-

   

262,167

   
   

Total Multi-Utilities

                           

10,053,855

   
   

Real Estate Investment Trust – 10.8%

 
  150,000    

DDR Corporation

   

6.250

%

         

Ba1

   

3,592,500

   
  32,292    

Digital Realty Trust Inc.

   

5.875

%

         

Baa3

   

697,507

   
  69,874    

Duke Realty Corporation, Series L

   

6.600

%

         

Baa3

   

1,746,151

   
  20,000    

Health Care REIT, Inc.

   

6.500

%

         

Baa3

   

506,000

   

Nuveen Investments
18



Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
    Real Estate Investment Trust (continued)  
  4,634    

Kimco Realty Corporation,

   

6.900

%

         

Baa2

 

$

117,426

   
  102,200    

Kimco Realty Corporation,

   

5.625

%

         

Baa2

   

2,358,776

   
  2,701    

Kimco Realty Corporation,

   

5.500

%

         

Baa2

   

60,827

   
  53,524    

National Retail Properties Inc.

   

6.625

%

         

Baa3

   

1,338,635

   
  12,235    

PS Business Parks, Inc.

   

6.875

%

         

Baa2

   

307,588

   
  112,407    

PS Business Parks, Inc.

   

6.450

%

         

Baa2

   

2,764,088

   
  200,922    

PS Business Parks, Inc.

   

6.000

%

         

Baa2

   

4,655,363

   
  7,720    

PS Business Parks, Inc.

   

5.700

%

         

Baa2

   

170,149

   
  5,845    

Public Storage, Inc.

   

6.500

%

         

A

   

147,879

   
  22,656    

Public Storage, Inc.

   

6.350

%

         

A

   

571,158

   
  192,495    

Public Storage, Inc.

   

5.750

%

         

A

   

4,533,257

   
  9,000    

Public Storage, Inc.

   

5.625

%

         

A

   

207,630

   
  136,700    

Public Storage, Inc.

   

5.200

%

         

A

   

2,978,693

   
  268,800    

Realty Income Corporation

   

6.625

%

         

Baa2

   

6,859,776

   
  128,400    

Regency Centers Corporation

   

6.625

%

         

Baa3

   

3,211,284

   
  132,139    

Senior Housing Properties Trust

   

5.625

%

         

BBB-

   

2,879,309

   
  74,186    

Ventas Realty LP

   

5.450

%

         

BBB+

   

1,670,669

   
  452,734    

Vornado Realty LP

   

7.875

%

         

BBB

   

12,024,615

   
  109,700    

Vornado Realty Trust

   

5.700

%

         

BBB-

   

2,514,324

   
  121,394    

Wachovia Preferred Funding Corporation, (4)

   

7.250

%

         

BBB+

   

3,186,593

   
  114,299    

Weingarten Realty Trust

   

6.500

%

         

Baa3

   

2,882,621

   
   

Total Real Estate Investment Trust

                           

61,982,818

   
   

U.S. Agency – 0.5%

 
  48,600    

Cobank Agricultural Credit Bank, (3)

   

11.000

%

         

A-

   

2,604,659

   
   

Wireless Telecommunication Services – 0.2%

 
  18,500    

Telephone and Data Systems Inc.

   

7.000

%

         

Baa2

   

477,483

   
  28,000    

Telephone and Data Systems Inc.

   

6.875

%

         

Baa2

   

716,518

   
   

Total Wireless Telecommunication Services

                           

1,194,001

   
   

Total $25 Par (or similar) Retail Structures (cost $275,069,542)

                           

275,967,820

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Convertible Bonds – 4.1% (2.9% of Total Investments)

 
   

Commercial Banks – 0.4%

 

$

200

   

Lloyds Banking Group LBG Capital 1, 144A

   

8.000

%

 

6/15/60

 

BB

 

$

2,024,706

   
   

Insurance – 3.7%

 
  19,475    

QBE Capital Funding Trust II, 144A

   

7.250

%

 

5/24/41

 

BBB

   

20,935,625

   

$

19,675

   

Total Convertible Bonds (cost $20,979,132)

                           

22,960,331

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Corporate Bonds – 8.4% (6.1% of Total Investments)

 
   

Capital Markets – 0.1%

 

$

500

   

Credit Suisse Guernsey

   

7.875

%

 

2/24/41

 

BBB-

 

$

530,000

   
  300    

Macquarie Bank Limited

   

10.250

%

 

6/20/57

 

BB+

   

330,810

   
  800    

Total Capital Markets

                           

860,810

   
   

Commercial Banks – 1.8%

 
  2,100    

BNP Paribas, 144A

   

5.186

%

 

12/29/65

 

BBB

   

2,102,100

   
  1,515    

Groupe BCPE

   

2.220

%

 

12/30/49

 

BBB-

   

1,060,955

   
  6,800    

LBG Capital I PLC, 144A

   

7.875

%

 

11/01/20

 

BB+

   

7,194,400

   
  10,415    

Total Commercial Banks

                           

10,357,455

   

Nuveen Investments
19



JTP

Nuveen Quality Preferred Income Fund (continued)

Portfolio of Investments July 31, 2013

Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Diversified Financial Services – 1.1%

 

$

6,300

   

Fortis Hybrid Financing

   

8.250

%

 

12/29/49

 

BBB

 

$

6,315,523

   
   

Electric Utilities – 1.2%

 
  3,400    

FPL Group Capital Inc.

   

6.650

%

 

6/15/67

 

BBB

   

3,587,000

   
  3,100    

Scottish and Southern Energy PLC

   

5.625

%

 

4/01/63

 

BBB

   

3,178,306

   
  6,500    

Total Electric Utilities

                           

6,765,306

   
   

Industrial Conglomerates – 0.5%

 
  2,500    

Hutchison Whampoa International 12 Limited, 144A

   

6.000

%

 

11/07/62

 

BBB

   

2,643,750

   
   

Insurance – 2.9%

 
  1,900    

AIG Life Holdings Inc., 144A

   

7.570

%

 

12/01/45

 

BBB

   

2,218,250

   
  5,000    

AIG Life Holdings Inc., 144A

   

8.125

%

 

3/15/46

 

BBB

   

6,118,750

   
  900    

AXA

   

5.500

%

 

12/31/49

 

A3

   

861,750

   
  1,100    

Liberty Mutual Group Inc., 144A

   

7.697

%

 

10/15/97

 

BBB

   

1,130,931

   
  1,700    

Mitsui Sumitomo Insurance Company Limited, 144A

   

7.000

%

 

3/15/72

 

A-

   

1,887,000

   
  2,500    

Prudential PLC

   

11.750

%

 

12/23/49

 

A-

   

2,807,500

   
  1,870    

Prudential PLC

   

5.250

%

 

12/31/49

 

A-

   

1,753,125

   
  14,970    

Total Insurance

                           

16,777,306

   
   

Multi-Utilities – 0.5%

 
  2,000    

Dominion Resources Inc.

   

2.573

%

 

9/30/66

 

BBB

   

1,857,950

   
  1,000    

Wisconsin Energy Corporation

   

6.250

%

 

5/15/67

 

Baa1

   

1,052,500

   
  3,000    

Total Multi-Utilities

                           

2,910,450

   
   

Oil, Gas & Consumable Fuels – 0.3%

 
  1,900    

DCP Midstream LLC, 144A

   

5.850

%

 

5/21/43

 

Baa3

   

1,814,500

   

$

46,385

   

Total Corporate Bonds (cost $46,608,632)

                           

48,445,100

   
Principal
Amount (000)/
Shares
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

$1,000 Par (or similar) Institutional Structures – 75.4% (54.0% of Total Investments) (3)

 
   

Capital Markets – 8.5%

 
  5,600    

Charles Schwab Corporation

   

7.000

%

 

8/01/49

 

BBB+

 

$

6,300,000

   
  7,600    

Credit Suisse thru Claudius Limited

   

8.250

%

 

12/27/58

 

BBB-

   

7,771,000

   
  8,000    

Deutsche Bank Capital Funding Trust V, 144A

   

4.901

%

 

3/30/50

 

BBB-

   

6,840,000

   
  1,900    

Dresdner Funding Trust, 144A

   

8.151

%

 

6/30/36

 

BB

   

1,895,250

   
  1,800    

Goldman Sachs Capital II

   

4.000

%

 

6/01/43

 

BB+

   

1,419,750

   
  18,500    

Goldman Sachs Group, Inc.

   

6.345

%

 

2/15/34

 

Baa3

   

18,353,203

   
  800    

Macquarie PMI LLC

   

8.375

%

 

12/29/49

 

BB+

   

832,000

   
  6,300    

State Street Capital Trust IV, (4)

   

1.273

%

 

6/01/77

 

A3

   

5,166,000

   
   

Total Capital Markets

                           

48,577,203

   
   

Commercial Banks – 21.4%

 
  550    

Barclays Bank PLC, 144A

   

7.434

%

 

12/15/17

 

BBB-

   

593,175

   
  2,920    

Barclays Bank PLC, 144A

   

6.860

%

 

6/15/32

 

BBB-

   

2,920,000

   
  2,800    

Barclays Bank PLC

   

6.278

%

 

12/15/55

 

BBB-

   

2,629,869

   
  400    

First Empire Capital Trust I

   

8.234

%

 

2/01/27

 

BBB

   

393,538

   
  3,500    

Fulton Capital Trust I

   

6.290

%

 

2/01/36

 

Baa3

   

3,500,000

   
  2,200    

HBOS Capital Funding LP, 144A

   

6.071

%

 

6/30/14

 

BB

   

2,112,000

   
  5,900    

HBOS Capital Funding LP, Notes

   

6.850

%

 

3/23/49

 

BB

   

5,566,650

   
  11,650    

HSBC Capital Funding LP, Debt, 144A

   

10.176

%

 

12/31/50

 

BBB+

   

16,776,000

   
  4,200    

HSBC Financial Capital Trust IX

   

5.911

%

 

11/30/35

 

BBB+

   

4,284,000

   
  2,000    

KeyCorp Capital III

   

7.750

%

 

7/15/29

 

BBB-

   

2,184,314

   
  2,300    

Lloyd's Banking Group PLC, 144A

   

6.413

%

 

10/01/35

 

BB

   

2,024,000

   
  2,900    

Lloyd's Banking Group PLC, 144A

   

6.657

%

 

5/21/49

 

BB

   

2,610,000

   

Nuveen Investments
20



Principal
Amount (000)/
Shares
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
    Commercial Banks (continued)  

$

1,800

   

M and T Bank Corporation, (7)

   

5.000

%

 

12/31/49

 

BBB

 

$

1,827,000

   
  14,000    

M and T Bank Corporation, 144A

   

6.875

%

 

12/29/49

 

BBB

   

14,570,570

   
  5,000    

Nordea Bank AB

   

8.375

%

 

3/25/15

 

BBB+

   

5,412,500

   
  3,500    

National Australia Bank

   

8.000

%

 

9/29/49

 

BBB+

   

3,885,000

   
  7,100    

PNC Financial Services Inc.

   

6.750

%

 

2/01/62

 

BBB

   

7,561,500

   
  7,893    

Rabobank Nederland, 144A

   

11.000

%

 

12/31/59

 

A-

   

10,181,970

   
  3,350    

Rabobank Nederland Utrec, 144A

   

5.254

%

 

12/29/49

 

A+

   

3,375,125

   
  4,300    

Royal Bank of Scotland Group PLC

   

7.648

%

 

8/29/49

 

BB

   

4,085,000

   
  450    

Societe Generale, 144A

   

1.024

%

 

12/31/49

 

BBB-

   

361,125

   
  700    

Societe Generale, 144A

   

5.922

%

 

4/05/57

 

BBB-

   

691,250

   
  10,400    

Societe Generale

   

8.750

%

 

10/07/49

 

BBB-

   

10,899,200

   
  1,200    

Sovereign Capital Trusts

   

7.908

%

 

6/13/36

 

Ba1

   

1,260,000

   
  2,250    

Sparebanken Rogaland, Notes, 144A

   

6.443

%

 

5/29/49

 

Ba1

   

2,250,000

   
  2,700    

Standard Chartered PLC, 144A

   

6.409

%

 

1/30/17

 

BBB+

   

2,748,600

   
  5,050    

Standard Chartered PLC, 144A

   

7.014

%

 

1/30/58

 

BBB+

   

5,151,000

   
  3,270    

Wells Fargo & Company, (7)

   

7.500

%

 

12/31/49

 

BBB+

   

3,803,010

   
   

Total Commercial Banks

                           

123,656,396

   
   

Consumer Finance – 0.2%

 
  1,100    

American Express Company

   

6.800

%

 

9/01/66

 

Baa2

   

1,174,250

   
   

Diversified Financial Services – 10.0%

 
  200    

Bank One Capital III

   

8.750

%

 

9/01/30

 

BBB

   

263,255

   
  2,600    

Citigroup Capital III

   

7.625

%

 

12/01/36

 

BB+

   

3,069,651

   
  4,000    

Citigroup Inc.

   

8.400

%

 

10/30/58

 

BB

   

4,410,000

   
  2,750    

Citigroup Inc.

   

0.000

%

 

12/29/49

 

BB

   

2,667,500

   
  24,400    

General Electric Capital Corporation

   

7.125

%

 

12/15/62

 

AA-

   

27,450,000

   
  1,100    

ING US Inc., 144A

   

5.650

%

 

5/15/53

 

Ba1

   

1,034,000

   
  4,300    

JP Morgan Chase Capital XXIII

   

1.273

%

 

5/15/77

 

BBB

   

3,311,000

   
  3,200    

JP Morgan Chase & Company

   

6.000

%

 

12/29/49

 

BBB

   

3,148,000

   
  12,800    

JP Morgan Chase & Company

   

5.150

%

 

12/29/49

 

BBB

   

11,872,000

   
   

Total Diversified Financial Services

                           

57,225,406

   
   

Electric Utilities – 1.3%

 
  5,900    

Electricite de France, 144A

   

5.250

%

 

1/29/49

 

A3

   

5,641,875

   
  1,500    

PPL Capital Funding Inc.

   

6.700

%

 

3/30/67

 

BB+

   

1,560,000

   
   

Total Electric

                           

7,201,875

   
   

Insurance – 25.6%

 
  698    

Ace Capital Trust II

   

9.700

%

 

4/01/30

 

A-

   

998,140

   
  2,600    

AIG Life Holdings Inc.

   

8.500

%

 

7/01/30

 

BBB

   

3,373,500

   
  3,600    

American International Group, Inc.

   

8.175

%

 

5/15/58

 

BBB

   

4,401,000

   
  4,880    

AXA SA, 144A

   

6.380

%

 

6/14/57

 

Baa1

   

4,855,600

   
  4,000    

AXA SA

   

8.600

%

 

12/15/30

 

A3

   

4,844,708

   
  8,395    

Catlin Insurance Company Limited, 144A

   

7.249

%

 

7/19/57

 

BBB+

   

8,751,788

   
  3,250    

Dai-Ichi Mutual Life, 144A

   

7.250

%

 

12/29/49

 

A3

   

3,607,500

   
  7,125    

Glen Meadows Pass Through Trust, 144A

   

6.505

%

 

8/15/67

 

BB+

   

6,733,125

   
  5,500    

Great West Life & Annuity Capital I, 144A

   

6.625

%

 

11/15/34

 

A-

   

5,775,000

   
  3,800    

Great West Life & Annuity Insurance Capital LP II, 144A

   

7.153

%

 

5/16/46

 

A-

   

3,933,000

   
  6,700    

Liberty Mutual Group, 144A

   

7.000

%

 

3/15/37

 

Baa3

   

6,917,750

   
  3,000    

Liberty Mutual Group, 144A

   

7.800

%

 

3/07/87

 

Baa3

   

3,487,500

   
  5,100    

Lincoln National Corporation

   

7.000

%

 

5/17/66

 

BBB

   

5,253,000

   
  2,500    

Lincoln National Corporation

   

6.050

%

 

4/20/67

 

BBB

   

2,500,000

   
  6,300    

MetLife Capital Trust IV, 144A

   

7.875

%

 

12/15/67

 

BBB

   

7,434,000

   
  600    

MetLife Capital Trust X, 144A

   

9.250

%

 

4/08/68

 

BBB

   

798,000

   
  12,650    

National Financial Services Inc.

   

6.750

%

 

5/15/67

 

Baa2

   

12,903,000

   
  2,225    

Oil Insurance Limited, 144A

   

3.443

%

 

12/30/56

 

Baa1

   

2,015,089

   
  1,125    

Prudential Financial Inc.

   

5.875

%

 

9/15/42

 

BBB+

   

1,136,250

   
  7,100    

Prudential PLC

   

6.500

%

 

9/23/53

 

A-

   

7,126,625

   

Nuveen Investments
21



JTP

Nuveen Quality Preferred Income Fund (continued)

Portfolio of Investments July 31, 2013

Principal
Amount (000)/
Shares
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
    Insurance (continued)  

$

16,900

   

Prudential Financial Inc.

   

5.625

%

 

6/15/43

 

BBB+

 

$

16,393,000

   
  2,000    

QBE Capital Funding Trust II, 144A

   

6.797

%

 

12/01/57

 

BBB

   

2,012,500

   
  4,100    

Reinsurance Group of America Inc.

   

6.750

%

 

12/15/65

 

BBB-

   

4,141,000

   
  10,000    

Sompo Japan Insurance, 144A

   

5.325

%

 

3/28/73

 

A-

   

9,875,610

   
  4,000    

Swiss Re Capital I, 144A

   

6.854

%

 

5/25/16

 

A

   

4,190,000

   
  4,200    

XLIT Limited

   

3.687

%

 

N/A (5)

 

Ba1

   

3,618,563

   
  2,536    

ZFS FINANCE USA TRUST II 144A

   

6.450

%

 

12/15/65

 

A

   

2,700,840

   
  6,970    

ZFS Finance USA Trust V, 144A

   

6.500

%

 

5/09/67

 

A

   

7,423,050

   

 

Total Insurance

                           

147,199,138

   
   

Multi-Utilities – 0.4%

 
  2,300    

Dominion Resources Inc.

   

7.500

%

 

6/30/66

 

BBB

   

2,518,500

   
   

Road & Rail – 2.2%

 
  10,900    

Burlington Northern Santa Fe Funding Trust I

   

6.613

%

 

12/15/55

 

BBB

   

12,480,500

   
   

Specialty Retail – 0.5%

 
  2,800    

Swiss Re Capital I

   

6.854

%

 

N/A (5)

 

A

   

2,933,000

   
   

Thrifts & Mortgage Finance – 0.3%

 
  2,000    

Caisse Nationale Des Caisses d'Epargne et de Prevoyance

   

6.750

%

 

1/27/49

 

BBB-

   

1,964,000

   
   

U.S. Agency – 1.8%

 
  65    

Farm Credit Bank of Texas, 144A

   

6.750

%

 

12/31/49

 

Baa1

   

6,500,000

   
  3    

Farm Credit Bank of Texas

   

10.000

%

 

12/15/60

 

Baa1

   

4,078,938

   

 

Total U.S. Agency

                           

10,578,938

   
   

Wireless Telecommunication Services – 3.2%

 
  15    

Centaur Funding Corporation, Series B, 144A

   

9.080

%

 

4/21/20

 

BBB

   

18,638,358

   
   

Total $1,000 Par (or similar) Institutional Structures (cost $402,091,366)

                           

434,147,564

   
Shares  

Description (1), (6)

             

Value

 
   

Investment Companies – 1.2% (0.8% of Total Investments)

 
  252,950    

Blackrock Credit Allocation Income Trust IV

                         

$

3,222,583

   
  198,566    

John Hancock Preferred Income Fund III

                           

3,562,274

   
   

Total Investment Companies (cost $9,446,348)

                           

6,784,857

   

 

Total Long-Term Investments (cost $763,311,025)

                           

797,364,687

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

     

Value

 
   

Short-Term Investments – 0.9% (0.7% of Total Investments)

 

$

5,339

    Repurchase Agreement with Fixed Income Clearing Corporation, dated
7/31/13, repurchase price $5,339,204, collateralized by $5,510,000
U.S. Treasury Notes, 1.875%, due 6/30/20, value $5,448,013
  0.010

%

  8/01/13

         

$

5,339,203

 
   

Total Short-Term Investments (cost $5,339,203)

                           

5,339,203

   
   

Total Investments (cost $768,650,228) – 139.6%

                           

802,703,890

   
   

Borrowings – (40.7)% (8), (9)

                           

(234,000,000

)

 
   

Other Assets Less Liabilities – 1.1% (10)

                           

6,496,154

   
   

Net Assets Applicable to Common Shares – 100%

                         

$

575,200,044

   

Nuveen Investments
22



Investments in Derivatives as of July 31, 2013

Swaps outstanding:

Counterparty

  Notional
Amount
  Fund
Pay/Receive
Floating Rate
  Floating
Rate Index
  Fixed Rate
(Annualized)
  Fixed Rate
Payment
Frequency
  Effective
Date (11)
  Termination
Date
  Unrealized
Appreciation
(Depreciation) (10)
 

JPMorgan

 

$

38,718,750

   

Receive

  1-Month USD-LIBOR    

1.193

%

 

Monthly

 

3/21/11

 

3/21/14

 

$

(251,672

)

 

JPMorgan

   

67,587,000

   

Receive

  1-Month USD-LIBOR    

1.255

   

Monthly

 

12/01/14

 

12/01/18

   

2,068,761

   

JPMorgan

   

67,587,000

   

Receive

  1-Month USD-LIBOR    

1.673

   

Monthly

 

12/01/14

 

12/01/20

   

3,684,849

   

Morgan Stanley

   

38,718,750

   

Receive

  1-Month USD-LIBOR    

2.064

   

Monthly

 

3/21/11

 

3/21/16

   

(1,562,421

)

 
                               

$

3,939,517

   

    For Fund portfolio compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

  (1)  All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

  (2)  Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor's Group ("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's") or Fitch, Inc. ("Fitch") rating. Ratings below BBB by Standard & Poor's, Baa by Moody's or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.

  (3)  For fair value measurement disclosure purposes, $25 Par (or similar) Retail Structures and $1,000 Par (or similar) Institutional Structures classified as Level 2. See Notes to Financial Statements, Note 2—Investment Valuation and Fair Value Measurements for more information.

  (4)  Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in derivatives.

  (5)  Perpetual security. Maturity date is not applicable.

  (6)  A copy of the most recent financial statements for the investment companies in which the Fund invests can be obtained directly from the Securities and Exchange Commission on its website at http://www.sec.gov.

  (7)  For fair value measurement disclosure purposes, $1,000 Par (or similar) Institutional Structures classified as Level 1. See Notes to Financial Statements, Note 2—Investment Valuation and Fair Value Measurements for more information.

  (8)  Borrowings as a percentage of Total Investments is 29.2%.

  (9)  The Fund may pledge up to 100% of its eligible investments in the Portfolio of Investments as collateral for Borrowings. As of the end of the reporting period, investments with a value of $478,051,321 have been pledged as collateral for Borrowings.

  (10)  Other Assets Less Liabilities includes the Unrealized Appreciation (Depreciation) of derivative instruments as listed within Investments in Derivatives as of the end of the reporting period.

  (11)  Effective date represents the date on which both the Fund and Counterparty commence interest payment accruals on each swap contract.

  N/A  Not applicable.

  144A  Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.

  PPLUS  PreferredPlus Trust.

  REIT  Real Estate Investment Trust.

  USD-LIBOR  United States Dollar—London Inter-Bank Offered Rate.

See accompanying notes to financial statements.

Nuveen Investments
23




JPS

Nuveen Quality Preferred Income Fund 2

Portfolio of Investments

  July 31, 2013

Shares  

Description (1)

             

Value

 
   

Long-Term Investments – 138.7% (99.4% of Total Investments)

 
   

Common Stocks – 1.1% (0.8% of Total Investments)

 
   

Real Estate Investment Trust – 1.1%

 
  321,594    

Hospitality Properties Trust

                         

$

8,207,079

   
  196,229    

Public Storage, Inc.

                           

4,756,591

   
   

Total Real Estate Investment Trust

                           

12,963,670

   
   

Total Common Stocks (cost $12,848,721)

                           

12,963,670

   
Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
   

$25 Par (or similar) Retail Structures – 44.9% (32.2% of Total Investments)

 
   

Capital Markets – 5.4%

 
  359,428    

Ameriprise Financial, Inc.

   

7.750

%

         

A

 

$

9,506,871

   
  91,230    

Deutsche Bank Capital Funding Trust I

   

7.350

%

         

BBB-

   

2,324,540

   
  1,284,535    

Deutsche Bank Capital Funding Trust II

   

6.550

%

         

BBB-

   

32,370,282

   
  13,800    

Deutsche Bank Capital Funding Trust IX

   

6.625

%

         

BBB-

   

348,312

   
  91,791    

Deutsche Bank Capital Funding Trust VIII

   

6.375

%

         

BBB-

   

2,282,842

   
  256,400    

Deutsche Bank Contingent Capital Trust III

   

7.600

%

         

BBB-

   

6,835,624

   
  40,000    

Deutsche Bank Contingent Capital Trust V

   

8.050

%

         

BBB-

   

1,116,000

   
  70,214    

Goldman Sachs Group Inc., Series GSC-3 (PPLUS)

   

6.000

%

         

Baa3

   

1,742,711

   
  5,200    

Goldman Sachs Group Inc., Series GSC-4 Class A (PPLUS)

   

6.000

%

         

Baa3

   

130,156

   
  3,090    

Morgan Stanley Capital Trust III

   

6.250

%

         

BB+

   

77,312

   
  2,800    

Morgan Stanley Capital Trust V

   

5.750

%

         

Ba1

   

69,216

   
  1,800    

Morgan Stanley Capital Trust VIII

   

6.450

%

         

BB+

   

45,126

   
  180,922    

State Street Corporation

   

5.250

%

         

BBB+

   

4,309,562

   
   

Total Capital Markets

                           

61,158,554

   
   

Commercial Banks – 5.9%

 
  51,240    

Banco Santander Finance

   

10.500

%

         

BB

   

1,365,546

   
  150,000    

Barclays Bank PLC

   

8.125

%

         

BBB-

   

3,816,000

   
  80,000    

City National Corporation, Series C

   

5.500

%

         

Baa2

   

1,879,200

   
  146,500    

First Naigara Finance Group

   

8.625

%

         

BB+

   

4,138,625

   
  417,415    

HSBC Holdings PLC

   

8.000

%

         

BBB+

   

11,366,210

   
  102,700    

HSBC Holdings PLC

   

6.200

%

         

BBB+

   

2,565,446

   
  100,000    

HSBC USA Inc.

   

4.500

%

         

BBB+

   

2,521,000

   
  74,000    

HSBC USA Inc.

   

2.858

%

         

BBB+

   

3,641,540

   
  1,214,400    

PNC Financial Services

   

6.125

%

         

BBB

   

31,878,000

   
  170,000    

Wells Fargo & Company

   

5.850

%

         

BBB+

   

4,170,100

   
   

Total Commercial Banks

                           

67,341,667

   
   

Consumer Finance – 0.1%

 
  40,100    

HSBC USA Inc.

   

6.500

%

         

BBB+

   

1,006,109

   
   

Diversified Financial Services – 5.5%

 
  139,900    

Citigroup Capital Trust XI

   

6.000

%

         

BB

   

3,517,086

   
  271,589    

Citigroup Capital XIII

   

7.875

%

         

BB+

   

7,468,698

   
  1,200    

Citigroup Inc.

   

5.800

%

         

BB

   

28,008

   
  324,100    

General Electric Capital Corporation

   

4.875

%

         

AA+

   

7,139,923

   
  110,767    

General Electric Capital Corporation

   

4.875

%

         

AA+

   

2,491,150

   

Nuveen Investments
24



Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
    Diversified Financial Services (continued)  
  137,589    

General Electric Capital Corporation

   

4.700

%

         

AA+

 

$

2,905,880

   
  768,094    

ING Groep N.V.

   

7.200

%

         

BBB-

   

19,240,755

   
  731,274    

ING Groep N.V.

   

7.050

%

         

BBB-

   

18,179,472

   
  82,300    

JP Morgan Chase & Company

   

5.500

%

         

BBB

   

1,895,369

   
   

Total Diversified Financial Services

                           

62,866,341

   
   

Diversified Telecommunication Services – 2.1%

 
  184,004    

Qwest Corporation

   

7.500

%

         

BBB-

   

4,717,863

   
  96,790    

Qwest Corporation

   

7.375

%

         

BBB-

   

2,453,627

   
  383,205    

Qwest Corporation

   

7.000

%

         

BBB-

   

9,645,270

   
  26,600    

Qwest Corporation

   

7.000

%

         

BBB-

   

671,118

   
  296,095    

Qwest Corporation

   

6.125

%

         

BBB-

   

6,673,981

   
   

Total Diversified Telecommunication Services

                           

24,161,859

   
   

Electric Utilities – 2.5%

 
  135,400    

Alabama Power Company, (3)

   

6.450

%

         

A-

   

3,528,863

   
  72,419    

Duke Energy Capital Trust II

   

5.125

%

         

BBB-

   

1,670,706

   
  12,952    

Entergy Arkansas Inc.

   

5.750

%

         

A-

   

314,086

   
  194,200    

Entergy Arkansas Inc.

   

4.750

%

         

A-

   

4,056,838

   
  60,296    

Entergy Louisiana LLC

   

5.875

%

         

A-

   

1,478,458

   
  25,000    

Entergy Louisiana LLC

   

5.250

%

         

A-

   

553,250

   
  106,142    

Entergy Louisiana LLC

   

4.700

%

         

A-

   

2,105,857

   
  43,776    

Entergy Texas Inc.

   

7.875

%

         

A-

   

1,170,570

   
  145,100    

Interstate Power and Light Company

   

5.100

%

         

BBB

   

3,338,751

   
  74,146    

NextEra Energy Inc.

   

5.700

%

         

BBB

   

1,739,465

   
  344,349    

NextEra Energy Inc.

   

5.125

%

         

BBB

   

7,403,504

   
  28,540    

NextEra Energy Inc.

   

5.000

%

         

BBB

   

593,061

   
   

Total Electric Utilities

                           

27,953,409

   
   

Food Products – 0.5%

 
  53,400    

Dairy Farmers of America Inc., 144A, (3)

   

7.875

%

         

BBB-

   

5,717,138

   
   

Insurance – 10.4%

 
  5,800    

Aegon N.V.

   

6.875

%

         

Baa1

   

144,478

   
  1,717,889    

Aegon N.V.

   

6.375

%

         

Baa1

   

42,363,143

   
  355,607    

Aflac Inc.

   

5.500

%

         

Baa1

   

8,580,797

   
  393,000    

Allstate Corporation

   

5.100

%

         

Baa1

   

9,872,160

   
  261,725    

Arch Capital Group Limited

   

6.750

%

         

BBB

   

6,639,963

   
  74,981    

Aspen Insurance Holdings Limited

   

7.250

%

         

BBB-

   

1,957,004

   
  210,600    

Aspen Insurance Holdings Limited

   

5.950

%

         

BBB-

   

5,412,420

   
  354,550    

Axis Capital Holdings Limited

   

6.875

%

         

BBB

   

9,211,209

   
  240,539    

Axis Capital Holdings Limited

   

5.500

%

         

BBB

   

5,161,967

   
  409,482    

Delphi Financial Group, Inc., (3)

   

7.376

%

         

BBB-

   

10,096,311

   
  4,000    

Protective Life Corporation

   

6.250

%

         

BBB

   

96,640

   
  317,875    

Prudential PLC

   

6.750

%

         

A-

   

7,851,513

   
  280,000    

Reinsurance Group of America Inc.

   

6.200

%

         

BBB

   

7,154,000

   
  35,318    

RenaissanceRe Holdings Limited

   

5.375

%

         

BBB+

   

783,706

   
  125,600    

Torchmark Corporation

   

5.875

%

         

BBB+

   

3,011,888

   
  3,000    

W.R. Berkley Corporation

   

5.625

%

         

BBB-

   

63,840

   
   

Total Insurance

                           

118,401,039

   
   

Machinery – 1.1%

 
  490,781    

Stanley, Black, and Decker Inc.

   

5.750

%

         

BBB+

   

11,916,163

   
   

Media – 0.1%

 
  33,400    

Comcast Corporation

   

5.000

%

         

A-

   

806,276

   

Nuveen Investments
25



JPS

Nuveen Quality Preferred Income Fund 2 (continued)

Portfolio of Investments July 31, 2013

Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
   

Multi-Utilities – 1.8%

 
  540,291    

Dominion Resources Inc.

   

8.375

%

         

BBB

 

$

14,269,085

   
  112,600    

DTE Energy Company

   

5.250

%

         

Baa2

   

2,628,084

   
  148,032    

Scana Corporation

   

7.700

%

         

BBB-

   

3,982,061

   
   

Total Multi-Utilities

                           

20,879,230

   
   

Real Estate Investment Trust – 9.1%

 
  5,000    

Alexandria Real Estate Equities Inc., Series B

   

6.450

%

         

Baa3

   

120,300

   
  67,455    

CommomWealth REIT

   

5.750

%

         

BBB-

   

1,459,726

   
  100,000    

DDR Corporation

   

6.250

%

         

Ba1

   

2,395,000

   
  12,800    

Digital Realty Trust Inc.

   

7.000

%

         

Baa3

   

320,000

   
  70,587    

Digital Realty Trust Inc.

   

5.875

%

         

Baa3

   

1,524,679

   
  162,885    

Duke Realty Corporation, Series L

   

6.600

%

         

Baa3

   

4,070,496

   
  58,372    

Kimco Realty Corporation,

   

6.900

%

         

Baa2

   

1,479,146

   
  4,600    

Kimco Realty Corporation,

   

6.000

%

         

Baa2

   

111,642

   
  253,032    

Kimco Realty Corporation,

   

5.625

%

         

Baa2

   

5,839,979

   
  131,572    

National Retail Properties Inc.

   

6.625

%

         

Baa3

   

3,290,616

   
  82,301    

Prologis Inc., (3)

   

8.540

%

         

BB+

   

5,125,813

   
  152,633    

PS Business Parks, Inc.

   

6.450

%

         

Baa2

   

3,753,245

   
  450,182    

PS Business Parks, Inc.

   

6.000

%

         

Baa2

   

10,430,717

   
  1,600    

PS Business Parks, Inc.

   

5.700

%

         

Baa2

   

35,264

   
  6,400    

Public Storage, Inc.

   

6.500

%

         

A

   

161,920

   
  203,125    

Public Storage, Inc.

   

5.750

%

         

A

   

4,783,594

   
  10,000    

Public Storage, Inc.

   

5.625

%

         

A

   

230,700

   
  137,342    

Public Storage, Inc.

   

5.200

%

         

A3

   

2,981,695

   
  95,600    

Public Storage, Inc.

   

5.200

%

         

A

   

2,083,124

   
  320,937    

Realty Income Corporation

   

6.750

%

         

Baa2

   

8,203,150

   
  65,100    

Realty Income Corporation

   

6.625

%

         

Baa2

   

1,661,352

   
  146,600    

Regency Centers Corporation

   

6.625

%

         

Baa3

   

3,666,466

   
  3,948    

Senior Housing Properties Trust

   

5.625

%

         

BBB-

   

86,027

   
  116,643    

Ventas Realty LP

   

5.450

%

         

BBB+

   

2,626,800

   
  1,079,521    

Vornado Realty LP

   

7.875

%

         

BBB

   

28,672,078

   
  237,400    

Wachovia Preferred Funding Corporation

   

7.250

%

         

BBB+

   

6,231,750

   
  89,798    

Weingarten Realty Trust

   

6.500

%

         

Baa3

   

2,264,706

   
   

Total Real Estate Investment Trust

                           

103,609,985

   
   

U.S. Agency – 0.2%

 
  42,800    

Cobank Agricultural Credit Bank, (3)

   

11.000

%

         

A-

   

2,293,815

   
   

Wireless Telecommunication Services – 0.2%

 
  9,050    

Telephone and Data Systems Inc.

   

7.000

%

         

Baa2

   

233,581

   
  74,701    

Telephone and Data Systems Inc.

   

6.875

%

         

Baa2

   

1,911,599

   
  19,000    

Telephone and Data Systems Inc.

   

6.625

%

         

Baa2

   

475,950

   
  4,300    

Telephone and Data Systems Inc.

   

0.000

%

         

Baa2

   

98,251

   
  1,000    

United States Cellular Corporation

   

6.950

%

         

Baa2

   

25,500

   
   

Total Wireless Telecommunication Services

                           

2,744,881

   
   

Total $25 Par (or similar) Retail Structures (cost $505,097,384)

                           

510,856,466

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Convertible Bonds – 3.6% (2.5% of Total Investments)

 
   

Insurance – 3.6%

 

$

37,270

   

QBE Capital Funding Trust II, 144A

   

7.250

%

 

5/24/41

 

BBB

 

$

40,065,250

   

$

37,270

   

Total Convertible Bonds (cost $36,070,623)

                           

40,065,250

   

Nuveen Investments
26



Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Corporate Bonds – 6.3% (4.5% of Total Investments)

 
   

Capital Markets – 0.7%

 

$

6,300

   

Credit Suisse Guernsey

   

7.875

%

 

2/24/41

 

BBB-

 

$

6,678,000

   
  1,700    

Macquarie Bank Limited

   

10.250

%

 

6/20/57

 

BB+

   

1,874,590

   
  8,000    

Total Capital Markets

                           

8,552,590

   
   

Commercial Banks – 0.9%

 
  1,000    

Den Norske Bank

   

0.563

%

 

2/18/35

 

Baa3

   

543,008

   
  1,000    

Den Norske Bank

   

0.963

%

 

2/24/37

 

Baa3

   

555,000

   
  10,000    

Groupe BCPE

   

2.220

%

 

12/30/49

 

BBB-

   

7,003,000

   
  1,700    

LBG Capital I PLC, 144A

   

7.875

%

 

11/01/20

 

BB+

   

1,798,600

   
  13,700    

Total Commercial Banks

                           

9,899,608

   
   

Diversified Financial Services – 0.4%

 
  4,250    

Fortis Hybrid Financing

   

8.250

%

 

12/29/49

 

BBB

   

4,260,472

   
   

Electric Utilities – 1.5%

 
  8,000    

FPL Group Capital Inc.

   

6.650

%

 

6/15/67

 

BBB

   

8,440,000

   
  5,440    

Scottish and Southern Energy PLC

   

5.625

%

 

4/01/63

 

BBB

   

5,577,414

   
  2,900    

WPS Resource Corporation

   

6.110

%

 

12/01/16

 

BBB

   

3,045,000

   
  16,340    

Total Electric Utilities

                           

17,062,414

   
   

Industrial Conglomerates – 0.7%

 
  7,500    

Hutchison Whampoa International 12 Limited, 144A

   

6.000

%

 

11/07/62

 

BBB

   

7,931,250

   
   

Insurance – 1.6%

 
  2,800    

AIG Life Holdings Inc., 144A

   

7.570

%

 

12/01/45

 

BBB

   

3,269,000

   
  1,700    

Liberty Mutual Group Inc., 144A

   

7.697

%

 

10/15/97

 

BBB

   

1,747,803

   
  6,300    

Mitsui Sumitomo Insurance Company Limited, 144A

   

7.000

%

 

3/15/72

 

A-

   

6,993,000

   
  5,200    

Prudential PLC

   

11.750

%

 

12/23/49

 

A-

   

5,839,600

   
  16,000    

Total Insurance

                           

17,849,403

   
   

Multi-Utilities – 0.2%

 
  2,000    

Wisconsin Energy Corporation

   

6.250

%

 

5/15/67

 

Baa1

   

2,105,000

   
   

Oil, Gas & Consumable Fuels – 0.3%

 
  3,700    

DCP Midstream LLC, 144A

   

5.850

%

 

5/21/43

 

Baa3

   

3,533,500

   

$

71,490

   

Total Corporate Bonds (cost $67,877,092)

                           

71,194,237

   
Principal
Amount (000)/
Shares
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

$1,000 Par (or similar) Institutional Structures – 81.4% (58.4% of Total Investments) (3)

 
   

Capital Markets – 9.0%

 
  11,000    

Charles Schwab Corporation

   

7.000

%

 

8/01/49

 

BBB+

 

$

12,375,000

   
  3,100    

Credit Suisse AG

   

7.875

%

 

12/12/49

 

BBB-

   

3,301,500

   
  8,500    

Credit Suisse thru Claudius Limited

   

8.250

%

 

12/27/58

 

BBB-

   

8,691,250

   
  4,200    

Dresdner Funding Trust, 144A

   

8.151

%

 

6/30/31

 

BB

   

4,189,500

   
  1,900    

Goldman Sachs Capital II

   

4.000

%

 

6/01/43

 

BB+

   

1,498,625

   
  59,431    

Goldman Sachs Group, Inc.

   

6.345

%

 

2/15/34

 

Baa3

   

58,959,415

   
  1,200    

Macquarie PMI LLC

   

8.375

%

 

12/29/49

 

BB+

   

1,248,000

   
  14,686    

State Street Capital Trust IV, (4)

   

1.273

%

 

6/01/77

 

A3

   

12,042,520

   
   

Total Capital Markets

                           

102,305,810

   
   

Commercial Banks – 23.1%

 
  5,500    

AB Svensk Exportkredit, 144A

   

6.375

%

 

10/27/49

 

Aa3

   

5,417,480

   
  575    

Barclays Bank PLC, 144A

   

7.434

%

 

12/15/17

 

BBB-

   

620,138

   

Nuveen Investments
27



JPS

Nuveen Quality Preferred Income Fund 2 (continued)

Portfolio of Investments July 31, 2013

Principal
Amount (000)/
Shares
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
    Commercial Banks (continued)  
  10,230    

Barclays Bank PLC, 144A

   

6.860

%

 

6/15/32

 

BBB-

 

$

10,230,000

   
  5,000    

Barclays Bank PLC

   

6.278

%

 

12/15/55

 

BBB-

   

4,696,195

   
  1,500    

First Empire Capital Trust I

   

8.234

%

 

2/01/27

 

BBB

   

1,475,769

   
  17,095    

First Union Capital Trust II, Series A

   

7.950

%

 

11/15/29

 

BBB+

   

20,656,743

   
  6,800    

Fulton Capital Trust I

   

6.290

%

 

2/01/36

 

Baa3

   

6,800,000

   
  1,895    

HBOS Capital Funding LP, 144A

   

6.071

%

 

6/30/14

 

BB

   

1,819,200

   
  15,250    

HBOS Capital Funding LP, Notes

   

6.850

%

 

3/23/49

 

BB

   

14,388,375

   
  10,500    

HSBC Bank PLC

   

0.750

%

 

12/19/35

 

A-

   

6,273,750

   
  5,500    

HSBC Bank PLC

   

0.610

%

 

6/11/37

 

A-

   

3,242,250

   
  4,650    

HSBC Capital Funding LP, Debt, 144A

   

10.176

%

 

12/31/50

 

BBB+

   

6,696,000

   
  8,352    

HSBC Financial Capital Trust IX

   

5.911

%

 

11/30/35

 

BBB+

   

8,519,040

   
  6,000    

KeyCorp Capital III

   

7.750

%

 

7/15/29

 

BBB-

   

6,552,942

   
  6,350    

Lloyd's Banking Group PLC, 144A

   

6.657

%

 

5/21/49

 

BB

   

5,715,000

   
  26,000    

M and T Bank Corporation, 144A

   

6.875

%

 

12/29/49

 

BBB

   

27,059,630

   
  6,200    

M and T Bank Corporation, (7)

   

5.000

%

 

12/31/49

 

BBB

   

6,293,000

   
  5,600    

National Australia Bank

   

8.000

%

 

9/29/49

 

BBB+

   

6,216,000

   
  11,827    

Nordea Bank AB

   

8.375

%

 

3/25/15

 

BBB+

   

12,802,728

   
  20,000    

PNC Financial Services Inc.

   

6.750

%

 

2/01/62

 

BBB

   

21,300,000

   
  18,030    

Rabobank Nederland, 144A

   

11.000

%

 

12/31/59

 

A-

   

23,258,700

   
  7,600    

Rabobank Nederland Utrec, 144A

   

5.254

%

 

12/24/49

 

A+

   

7,657,000

   
  3,400    

Royal Bank of Scotland Group PLC

   

7.648

%

 

8/29/49

 

BB

   

3,230,000

   
  800    

Societe Generale, 144A

   

1.024

%

 

12/31/49

 

BBB-

   

642,000

   
  1,300    

Societe Generale, 144A

   

5.922

%

 

4/05/57

 

BBB-

   

1,283,750

   
  24,144    

Societe Generale

   

8.750

%

 

10/07/49

 

BBB-

   

25,302,912

   
  3,522    

Sovereign Capital Trusts

   

7.908

%

 

6/13/36

 

Ba1

   

3,698,100

   
  3,750    

Sparebanken Rogaland, Notes, 144A

   

6.443

%

 

5/29/49

 

Ba1

   

3,750,000

   
  6,310    

Standard Chartered PLC, 144A

   

6.409

%

 

1/30/17

 

BBB+

   

6,423,580

   
  6,450    

Standard Chartered PLC, 144A

   

7.014

%

 

1/30/58

 

BBB+

   

6,579,000

   
  4,300    

Wells Fargo & Company, (7)

   

7.500

%

 

12/31/49

 

BBB+

   

5,000,900

 
   

Total Commercial Banks

                           

263,600,182

   
   

Consumer Finance – 0.2%

 
  2,300    

American Express Company

   

6.800

%

 

9/01/66

 

Baa2

   

2,455,250

   
   

Diversified Financial Services – 9.2%

 
  3,400    

Bank One Capital III

   

8.750

%

 

9/01/30

 

BBB

   

4,475,338

   
  5,400    

Citigroup Capital III

   

7.625

%

 

12/01/36

 

BB+

   

6,375,429

   
  6,000    

Citigroup Inc.

   

8.400

%

 

10/30/58

 

BB

   

6,615,000

   
  5,500    

Citigroup Inc.

   

0.000

%

 

12/29/49

 

BB

   

5,335,000

   
  2,861    

Countrywide Capital Trust III, Series B

   

8.050

%

 

6/15/27

 

BB+

   

3,461,810

   
  32,500    

General Electric Capital Corporation

   

7.125

%

 

12/15/62

 

AA-

   

36,562,500

   
  3,200    

General Electric Capital Corporation

   

6.250

%

 

12/29/49

 

AA-

   

3,328,000

   
  2,800    

General Electric Capital Corporation

   

6.375

%

 

11/15/67

 

AA-

   

2,982,000

   
  2,300    

ING US Inc., 144A

   

5.650

%

 

5/15/53

 

Ba1

   

2,162,000

   
  9,800    

JP Morgan Chase & Company

   

6.000

%

 

12/29/49

 

BBB

   

9,640,750

   
  2,800    

JP Morgan Chase Capital XXIII

   

1.273

%

 

5/15/77

 

BBB

   

2,156,000

   
  22,900    

JP Morgan Chase & Company

   

5.150

%

 

12/29/49

 

BBB

   

21,239,750

   
   

Total Diversified Financial Services

                           

104,333,577

   
   

Electric Utilities – 2.2%

 
  15,200    

Electricite de France, 144A

   

5.250

%

 

1/29/49

 

A3

   

14,535,000

   
  10    

Gulf Power Company

   

5.600

%

 

12/31/49

 

BBB+

   

985,234

   
  1,700    

FPL Group Capital Inc.

   

6.350

%

 

10/01/66

 

BBB

   

1,768,000

   
  7,700    

PPL Capital Funding Inc.

   

6.700

%

 

3/30/67

 

BB+

   

8,008,000

   
   

Total Electric Utilities

                           

25,296,234

   
   

Industrial Conglomerates – 0.2%

 
  1,600    

General Electric Capital Trust I

   

6.375

%

 

11/15/67

 

AA-

   

1,698,000

   

Nuveen Investments
28



Principal
Amount (000)/
Shares
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Insurance – 30.3%

 
  6,400    

AIG Life Holdings Inc.

   

8.500

%

 

7/01/30

 

BBB

 

$

8,304,000

   
  1,200    

Allstate Corporation

   

6.500

%

 

5/15/67

 

Baa1

   

1,293,000

   
  6,805    

American International Group, Inc.

   

8.175

%

 

5/15/58

 

BBB

   

8,319,113

   
  9,450    

AXA SA, 144A

   

6.380

%

 

6/14/57

 

Baa1

   

9,402,750

   
  11,350    

AXA SA

   

8.600

%

 

12/15/30

 

A3

   

13,746,859

   
  2,000    

AXA SA

   

3.675

%

 

8/06/49

 

A3

   

1,405,000

   
  15,359    

Catlin Insurance Company Limited, 144A

   

7.249

%

 

7/19/57

 

BBB+

   

16,011,758

   
  6,500    

Dai-Ichi Mutual Life, 144A

   

7.250

%

 

12/29/49

 

A3

   

7,215,000

   
  1,200    

Everest Reinsurance Holdings, Inc.

   

6.600

%

 

5/01/67

 

BBB+

   

1,212,000

   
  16,700    

Glen Meadows Pass Through Trust, 144A

   

6.505

%

 

8/15/67

 

BB+

   

15,781,500

   
  2,600    

Great West Life & Annuity Capital I, 144A

   

6.625

%

 

11/15/34

 

A-

   

2,730,000

   
  6,600    

Great West Life & Annuity Insurance Capital LP II, 144A

   

7.153

%

 

5/16/46

 

A-

   

6,831,000

   
  7,800    

Liberty Mutual Group, 144A

   

7.000

%

 

3/15/37

 

Baa3

   

8,053,500

   
  10,481    

Liberty Mutual Group, 144A

   

7.800

%

 

3/07/87

 

Baa3

   

12,184,163

   
  7,076    

Lincoln National Corporation

   

7.000

%

 

5/17/66

 

BBB

   

7,288,280

   
  2,500    

Lincoln National Corporation

   

6.050

%

 

4/20/67

 

BBB

   

2,500,000

   
  16,600    

MetLife Capital Trust IV, 144A

   

7.875

%

 

12/15/67

 

BBB

   

19,588,000

   
  31,100    

MetLife Capital Trust X, 144A

   

9.250

%

 

4/08/68

 

BBB

   

41,363,000

   
  23,754    

National Financial Services Inc.

   

6.750

%

 

5/15/67

 

Baa2

   

24,229,080

   
  4,200    

Oil Insurance Limited, 144A

   

3.443

%

 

12/30/56

 

Baa1

   

3,803,764

   
  3,750    

Provident Financing Trust I

   

7.405

%

 

3/15/38

 

Baa3

   

4,145,141

   
  30,400    

Prudential Financial Inc.

   

5.625

%

 

6/15/43

 

BBB+

   

29,488,000

   
  6,400    

Prudential Financial Inc.

   

5.875

%

 

9/15/42

 

BBB+

   

6,464,000

   
  5,600    

Prudential Financial Inc.

   

8.875

%

 

6/15/68

 

BBB+

   

6,748,000

   
  14,250    

Prudential PLC

   

6.500

%

 

9/23/53

 

A-

   

14,303,438

   
  4,285    

QBE Capital Funding Trust II, 144A

   

6.797

%

 

12/01/57

 

BBB

   

4,311,781

   
  4,704    

Reinsurance Group of America Inc.

   

6.750

%

 

12/15/65

 

BBB-

   

4,751,040

   
  20,500    

Sompo Japan Insurance, 144A

   

5.325

%

 

3/28/73

 

A-

   

20,245,001

   
  13,400    

Swiss Re Capital I, 144A

   

6.854

%

 

5/25/16

 

A

   

14,036,500

   
  2,600    

White Mountain Re Group, 144A

   

7.506

%

 

6/30/57

 

BB+

   

2,704,000

   
  3,600    

ZFS FINANCE USA TRUST II 144A

   

6.450

%

 

12/15/65

 

A

   

3,834,000

   
  21,257    

ZFS Finance USA Trust V, 144A

   

6.500

%

 

5/09/67

 

A

   

22,638,705

   
   

Total Insurance

                           

344,931,373

   
   

Multi-Utilities – 0.6%

 
  6,400    

Dominion Resources Inc.

   

7.500

%

 

6/30/66

 

BBB

   

7,008,000

   
   

Road & Rail – 1.2%

 
  11,400    

Burlington Northern Santa Fe Funding Trust I

   

6.613

%

 

12/15/55

 

BBB

   

13,053,000

   
   

Specialty Retail – 0.1%

 
  1,400    

Swiss Re Capital I

   

6.854

%

   

N/A (5)

   

A

   

1,466,500

   
   

Thrifts & Mortgage Finance – 0.0

 
  500    

Onbank Capital Trust I

   

9.250

%

 

2/01/27

 

BBB

   

510,000

   
   

U.S. Agency – 1.4%

 
  144    

Farm Credit Bank of Texas, (4), 144A

   

6.750

%

 

12/31/49

 

Baa1

   

14,400,000

   
  2    

Farm Credit Bank of Texas

   

10.000

%

 

12/15/60

 

Baa1

   

2,039,466

   
   

Total U.S. Agency

                           

16,439,466

   
   

Wireless Telecommunication Services – 3.9%

 
  36    

Centaur Funding Corporation, Series B, 144A

   

9.080

%

 

4/21/20

 

BBB

   

44,277,409

   
   

$1,000 Par (or similar) Institutional Structures (cost $869,613,290)

                           

927,374,801

   

Nuveen Investments
29



JPS

Nuveen Quality Preferred Income Fund 2 (continued)

Portfolio of Investments July 31, 2013

Shares  

Description (1), (6)

             

Value

 
   

Investment Companies – 1.4% (1.0% of Total Investments)

 
  672,285    

Blackrock Credit Allocation Income Trust IV

                         

$

8,564,911

   
  395,914    

John Hancock Preferred Income Fund III

                           

7,102,697

   
   

Total Investment Companies (cost $23,067,281)

                           

15,667,608

   

 

Total Long-Term Investments (cost $1,514,574,391)

                           

1,578,122,032

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

     

Value

 
   

Short-Term Investments – 0.8% (0.6% of Total Investments)

 

$

8,974

    Repurchase Agreement with Fixed Income Clearing Corporation, dated
7/31/13, repurchase price $8,974,200, collateralized by $9,260,000
U.S. Treasury Notes, 1.875%, due 6/30/20, value $9,155,825
  0.010

%

  8/01/13

         

$

8,974,198

 
   

Total Short-Term Investments (cost $8,974,198)

                           

8,974,198

   
   

Total Investments (cost $1,523,548,589) – 139.5%

                           

1,587,096,230

   
   

Borrowings – (40.8)% (8), (9)

                           

(464,000,000

)

 
   

Other Assets Less Liabilities – 1.3% (10)

                           

14,206,421

   
   

Net Assets Applicable to common Shares – 100%

                         

$

1,137,302,651

   

Investments in Derivatives as of July 31, 2013

Swaps outstanding:

Counterparty

  Notional
Amount
  Fund
Pay/Receive
Floating Rate
  Floating Rate
Index
  Fixed Rate
(Annualized)
  Fixed Rate
Payment
Frequency
  Effective
Date (11)
  Termination
Date
  Unrealized
Appreciation
(Depreciation) (10)
 

JPMorgan

 

$

77,200,000

   

Receive

  1-Month USD-LIBOR    

1.193

%

 

Monthly

 

3/21/11

 

3/21/14

 

$

(501,800

)

 

JPMorgan

   

134,344,000

   

Receive

  1-Month USD-LIBOR    

1.255

   

Monthly

 

12/01/14

 

12/01/18

   

4,112,116

   

JPMorgan

   

134,344,000

   

Receive

  1-Month USD-LIBOR    

1.673

   

Monthly

 

12/01/14

 

12/01/20

   

7,324,446

   

Morgan Stanley

   

77,200,000

   

Receive

  1-Month USD-LIBOR    

2.064

   

Monthly

 

3/21/11

 

3/21/16

   

(3,115,258

)

 
                               

$

7,819,504

   

    For Fund portfolio compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

  (1)  All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

  (2)  Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor's Group ("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's") or Fitch, Inc. ("Fitch") rating. Ratings below BBB by Standard & Poor's, Baa by Moody's or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.

  (3)  For fair value measurement disclosure purposes, $25 Par (or similar) Retail Structures and $1,000 Par (or similar) Institutional Structures classified as Level 2. See Notes to Financial Statements, Note 2—Investment Valuation and Fair Value Measurements for more information.

  (4)  Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in derivatives.

  (5)  Perpetual security. Maturity date is not applicable.

  (6)  A copy of the most recent financial statements for the investment companies in which the Fund invests can be obtained directly from the Securities and Exchange Commission on its website at http://www.sec.gov.

  (7)  For fair value measurement disclosure purposes, $1,000 Par (or similar) Institutional Structures classified as Level 1. See Notes to Financial Statements, Note 2—Investment Valuation and Fair Value Measurements for more information.

  (8)  Borrowings as a percentage of Total Investments is 29.2%.

  (9)  The Fund may pledge up to 100% of its eligible investments in the Portfolio of Investments as collateral for Borrowings. As of the end of the reporting period, investments with a value of $1,009,335,189 have been pledged as collateral for Borrowings.

  (10)  Other Assets Less Liabilities includes the Unrealized Appreciation (Depreciation) of derivative instruments as listed within Investments in Derivatives as of the end of the reporting period.

  (11)  Effective date represents the date on which both the Fund and Counterparty commence interest payment accruals on each swap contract.

  N/A  Not applicable.

  144A  Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.

  PPLUS  PreferredPlus Trust.

  REIT  Real Estate Investment Trust.

  USD-LIBOR  United States Dollar—London Inter-Bank Offered Rate.

See accompanying notes to financial statements.

Nuveen Investments
30




JHP

Nuveen Quality Preferred Income Fund 3

Portfolio of Investments

  July 31, 2013

Shares  

Description (1)

             

Value

 
   

Long-Term Investments – 138.6% (99.2% of Total Investments)

 
   

Common Stocks – 0.6% (0.5% of Total Investments)

 
   

Real Estate Investment Trust – 0.6%

 
  54,287    

Hospitality Properties Trust

                         

$

1,385,404

   
   

Total Common Stocks (cost $1,345,518)

                           

1,385,404

   
Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
   

Convertible Preferred Securities – 0.1% (0.1% of Total Investments)

 
   

Commercial Banks – 0.1%

 
  1,512    

KeyCorp Convertible Preferred Stock

   

7.750

%

         

BBB-

 

$

194,292

   
   

Total Convertible Preferred Securities (cost $149,518)

                           

194,292

   
Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
   

$25 Par (or similar) Retail Structures – 48.1% (34.4% of Total Investments)

 
   

Capital Markets – 5.8%

 
  57,677    

Ameriprise Financial, Inc.

   

7.750

%

         

A

 

$

1,525,557

   
  388,759    

Deutsche Bank Capital Funding Trust II

   

6.550

%

         

BBB-

   

9,796,727

   
  12,200    

Goldman Sachs Group Inc., Series GSC-3 (PPLUS)

   

6.000

%

         

Baa3

   

302,804

   
  7,600    

Merrill Lynch Capital Trust I

   

6.450

%

         

BB+

   

190,152

   
  9,400    

Morgan Stanley Capital Trust VI

   

6.600

%

         

BB+

   

235,658

   
  22,100    

State Street Corporation

   

5.250

%

         

BBB+

   

526,422

   
   

Total Capital Markets

                           

12,577,320

   
   

Commercial Banks – 5.4%

 
  16,900    

Banco Santander Finance

   

10.500

%

         

BB

   

450,385

   
  12,000    

FirstMerit Corporation

   

5.875

%

         

BBB-

   

280,320

   
  25,000    

HSBC Holdings PLC

   

8.000

%

         

BBB+

   

680,750

   
  97,300    

HSBC USA Inc.

   

4.500

%

         

BBB+

   

2,452,933

   
  26,500    

HSBC USA Inc.

   

2.858

%

         

BBB+

   

1,304,065

   
  211,700    

PNC Financial Services

   

6.125

%

         

BBB

   

5,557,125

   
  52,500    

Royal Bank of Scotland Group PLC

   

5.750

%

         

BB

   

1,015,350

   
   

Total Commercial Banks

                           

11,740,928

   
   

Diversified Financial Services – 6.3%

 
  35,000    

Citigroup Capital Trust XI

   

6.000

%

         

BB

   

879,900

   
  54,185    

Citigroup Capital XIII

   

7.875

%

         

BB+

   

1,490,088

   
  35,000    

Citigroup Inc.

   

5.800

%

         

BB

   

816,900

   
  59,100    

Countrywide Capital Trust IV

   

6.750

%

         

BB+

   

1,489,911

   
  59,300    

General Electric Capital Corporation, (4)

   

4.875

%

         

AA+

   

1,306,379

   
  29,626    

General Electric Capital Corporation

   

4.875

%

         

AA+

   

666,289

   
  21,000    

General Electric Capital Corporation

   

4.700

%

         

AA+

   

443,520

   
  239,500    

ING Groep N.V.

   

7.050

%

         

BBB-

   

5,953,970

   
  10,000    

ING Groep N.V.

   

6.125

%

         

BBB-

   

235,100

   
  3,300    

Merrill Lynch Capital Trust II

   

6.450

%

         

BB+

   

82,599

   
  13,420    

Merrill Lynch Capital Trust III

   

7.375

%

         

BB+

   

341,271

   
   

Total Diversified Financial Services

                           

13,705,927

   

Nuveen Investments
31



JHP

Nuveen Quality Preferred Income Fund 3 (continued)

Portfolio of Investments July 31, 2013

Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
   

Diversified Telecommunication Services – 2.1%

 
  26,800    

Qwest Corporation

   

7.500

%

         

BBB-

 

$

687,152

   
  26,699    

Qwest Corporation

   

7.375

%

         

BBB-

   

676,820

   
  72,881    

Qwest Corporation

   

7.000

%

         

BBB-

   

1,834,415

   
  22,500    

Qwest Corporation

   

7.000

%

         

BBB-

   

567,675

   
  30,900    

Qwest Corporation

   

6.125

%

         

BBB-

   

696,486

   
   

Total Diversified Telecommunication Services

                           

4,462,548

   
   

Electric Utilities – 2.3%

 
  10,000    

Alabama Power Company, (3)

   

6.450

%

         

A-

   

260,625

   
  10,000    

Entergy Arkansas Inc.

   

5.750

%

         

A-

   

242,500

   
  10,000    

Entergy Louisiana LLC

   

5.250

%

         

A-

   

221,300

   
  34,600    

Entergy Louisiana LLC

   

4.700

%

         

A-

   

686,464

   
  76,488    

Entergy Texas Inc.

   

7.875

%

         

A-

   

2,045,289

   
  27,800    

Interstate Power and Light Company

   

5.100

%

         

BBB

   

639,678

   
  25,000    

NextEra Energy Inc.

   

5.700

%

         

BBB

   

586,500

   
  12,000    

NextEra Energy Inc.

   

5.125

%

         

BBB

   

258,000

   
  1,227    

PPL Capital Funding, Inc.

   

5.900

%

         

BB+

   

28,209

   
   

Total Electric Utilities

                           

4,968,565

   
   

Energy Equipment & Services – 0.9%

 
  81,071    

NextEra Energy Inc.

   

5.625

%

         

BBB

   

1,880,036

   
   

Food Products – 0.5%

 
  10,400    

Dairy Farmers of America Inc., 144A, (3)

   

7.875

%

         

BBB-

   

1,113,450

   
   

Insurance – 12.1%

 
  319,390    

Aegon N.V.

   

6.375

%

         

Baa1

   

7,876,157

   
  68,922    

Aflac Inc.

   

5.500

%

         

Baa1

   

1,663,088

   
  71,000    

Allstate Corporation

   

5.100

%

         

Baa1

   

1,783,520

   
  25,000    

Arch Capital Group Limited

   

6.750

%

         

BBB

   

634,250

   
  11,500    

Aspen Insurance Holdings Limited

   

7.250

%

         

BBB-

   

300,150

   
  52,100    

Aspen Insurance Holdings Limited

   

5.950

%

         

BBB-

   

1,338,970

   
  47,000    

Axis Capital Holdings Limited

   

6.875

%

         

BBB

   

1,221,060

   
  100,700    

Axis Capital Holdings Limited

   

5.500

%

         

BBB

   

2,161,022

   
  90,100    

Delphi Financial Group, Inc., (3)

   

7.376

%

         

BBB-

   

2,221,533

   
  84,800    

Hartford Financial Services Group Inc.

   

7.875

%

         

BB+

   

2,493,968

   
  7,025    

PartnerRe Limited

   

7.250

%

         

BBB+

   

186,373

   
  63,344    

Prudential PLC

   

6.750

%

         

A-

   

1,564,597

   
  32,000    

Reinsurance Group of America Inc.

   

6.200

%

         

BBB

   

817,600

   
  70,700    

RenaissanceRe Holdings Limited

   

5.375

%

         

BBB+

   

1,568,833

   
  23,800    

Torchmark Corporation

   

5.875

%

         

BBB+

   

570,724

   
   

Total Insurance

                           

26,401,845

   
   

Machinery – 0.8%

 
  75,000    

Stanley, Black, and Decker Inc.

   

5.750

%

         

BBB+

   

1,821,000

   
   

Multi-Utilities – 1.4%

 
  93,898    

Dominion Resources Inc.

   

8.375

%

         

BBB

   

2,479,846

   
  21,400    

DTE Energy Company

   

5.250

%

         

Baa2

   

499,476

   
   

Total Multi-Utilities

                           

2,979,322

   
   

Pharmaceuticals – 0.0%

 
  3,285    

Bristol Myers Squibb Company (CORTS)

   

6.250

%

         

A+

   

85,377

   
   

Real Estate Investment Trust – 8.6%

 
  50,000    

DDR Corporation

   

6.250

%

         

Ba1

   

1,197,500

   
  12,300    

Digital Realty Trust Inc.

   

5.875

%

         

Baa3

   

265,680

   
  31,800    

Kimco Realty Corporation,

   

5.625

%

         

Baa2

   

733,944

   

Nuveen Investments
32



Shares  

Description (1)

 

Coupon

     

Ratings (2)

 

Value

 
    Real Estate Investment Trust (continued)  
  10,000    

PS Business Parks, Inc.

   

6.875

%

         

Baa2

 

$

251,400

   
  73,699    

PS Business Parks, Inc.

   

6.000

%

         

Baa2

   

1,707,606

   
  8,000    

Public Storage, Inc.

   

5.750

%

         

A

   

188,400

   
  99,300    

Public Storage, Inc.

   

5.200

%

         

A3

   

2,155,803

   
  18,600    

Public Storage, Inc.

   

5.200

%

         

A

   

405,294

   
  117,100    

Realty Income Corporation

   

6.625

%

         

Baa2

   

2,988,392

   
  153,858    

Vornado Realty LP

   

7.875

%

         

BBB

   

4,086,468

   
  57,400    

Vornado Realty Trust

   

5.700

%

         

BBB-

   

1,315,608

   
  43,597    

Wachovia Preferred Funding Corporation

   

7.250

%

         

BBB+

   

1,144,421

   
  109,003    

Weingarten Realty Trust

   

8.100

%

         

BBB

   

2,327,214

   
   

Total Real Estate Investment Trust

                           

18,767,730

   
   

U.S. Agency – 0.5%

 
  20,200    

Cobank Agricultural Credit Bank, (3)

   

11.000

%

         

A-

   

1,082,595

   
   

Wireless Telecommunication Services – 1.4%

 
  70,400    

Telephone and Data Systems Inc.

   

7.000

%

         

Baa2

   

1,817,024

   
  31,000    

Telephone and Data Systems Inc.

   

6.875

%

         

Baa2

   

793,288

   
  19,791    

United States Cellular Corporation

   

6.950

%

         

Baa2

   

504,671

   
   

Total Wireless Telecommunication Services

                           

3,114,983

   
   

Total $25 Par (or similar) Retail Structures (cost $103,156,402)

                           

104,701,626

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Convertible Bonds – 3.0% (2.2% of Total Investments)

 
   

Insurance – 3.0

 

$

6,100,000

   

QBE Capital Funding Trust II, 144A

   

7.250

%

 

5/24/41

 

BBB

 

$

6,557,500

   

$

6,100,000

   

Total Convertible Bonds (cost $5,951,618)

                           

6,557,500

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Corporate Bonds – 6.5% (4.6% of Total Investments)

 
   

Capital Markets – 1.3%

 

$

910

   

Macquarie Bank Limited

   

10.250

%

 

6/20/57

 

BB+

 

$

1,003,457

   
  1,700    

Credit Suisse Guernsey

   

7.875

%

 

2/24/41

 

BBB-

   

1,802,000

   
  2,610    

Total Capital Markets

                           

2,805,457

   
   

Commercial Banks – 2.3%

 
  1,700    

BNP Paribas, 144A

   

5.186

%

 

12/29/65

 

BBB

   

1,701,700

   
  250    

Den Norske Bank

   

0.563

%

 

2/18/35

 

Baa3

   

135,752

   
  250    

Den Norske Bank

   

0.963

%

 

2/24/37

 

Baa3

   

138,750

   
  2,400    

Groupe BCPE

   

2.220

%

 

12/30/49

 

BBB-

   

1,680,720

   
  150    

LBG Capital I PLC, 144A

   

7.875

%

 

11/01/20

 

BB+

   

158,700

   
  1,400    

PNC Financial Services Inc.

   

4.850

%

 

12/01/63

 

BBB

   

1,274,000

   
  6,150    

Total Commercial Banks

                           

5,089,622

   
   

Diversified Financial Services – 0.1%

 
  286    

Fortis Hybrid Financing

   

8.250

%

 

12/29/49

 

BBB

   

286,705

   
   

Electric Utilities – 0.5%

 
  450    

FPL Group Capital Inc.

   

6.650

%

 

6/15/67

 

BBB

   

474,750

   
  600    

Scottish and Southern Energy PLC

   

5.625

%

 

4/01/63

 

BBB

   

615,156

   
  1,050    

Total Electric Utilities

                           

1,089,906

   

Nuveen Investments
33



JHP

Nuveen Quality Preferred Income Fund 3 (continued)

Portfolio of Investments July 31, 2013

Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Industrial Conglomerates – 0.5%

 

$

1,000

   

Hutchison Whampoa International 12 Limited, 144A

   

6.000

%

 

11/07/62

 

BBB

 

$

1,057,500

   
   

Insurance – 1.1%

 
  700    

AIG Life Holdings Inc.

   

7.570

%

 

12/01/45

 

BBB

   

817,250

   
  1,450    

Liberty Mutual Group Inc., 144A

   

7.697

%

 

10/15/97

 

BBB

   

1,490,773

   
  2,150    

Total Insurance

                           

2,308,023

   
   

Multi-Utilities – 0.4%

 
  900    

Dominion Resources Inc.

   

2.573

%

 

9/30/66

 

BBB

   

836,077

   
   

Oil, Gas & Consumable Fuels – 0.3%

 
  700    

DCP Midstream LLC, 144A

   

5.850

%

 

5/21/43

 

Baa3

   

668,500

   

$

14,846

   

Total Corporate Bonds (cost $13,178,306)

                           

14,141,790

   
Principal
Amount (000)/
Shares
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

$1,000 Par (or similar) Institutional Structures – 78.9% (56.4% of Total Investments) (3)

 
   

Capital Markets – 7.9%

 
  2,100    

Charles Schwab Corporation

   

7.000

%

 

8/01/49

 

BBB+

 

$

2,362,500

   
  3,000    

Dresdner Funding Trust, 144A

   

8.151

%

 

6/30/31

 

BB

   

2,992,500

   
  800    

Goldman Sachs Capital II

   

4.000

%

 

6/01/43

 

BB+

   

631,000

   
  8,984    

Goldman Sachs Group, Inc.

   

6.345

%

 

2/15/34

 

Baa3

   

8,912,712

   
  800    

Macquarie PMI LLC

   

8.375

%

 

12/29/49

 

BB+

   

832,000

   
  1,795    

State Street Capital Trust IV

   

1.273

%

 

6/01/77

 

A3

   

1,471,900

   
   

Total Capital Markets

                           

17,202,612

   
   

Commercial Banks – 26.8%

 
  2,200    

Abbey National Capital Trust I

   

8.963

%

 

12/24/49

 

BBB-

   

2,750,000

   
  1,400    

Barclays Bank PLC, 144A

   

7.434

%

 

12/15/17

 

BBB-

   

1,509,900

   
  2,100    

Barclays Bank PLC, 144A

   

6.860

%

 

6/15/32

 

BBB-

   

2,100,000

   
  1,000    

Barclays Bank PLC

   

6.278

%

 

12/15/55

 

BBB-

   

939,239

   
  1,000    

First Empire Capital Trust I

   

8.234

%

 

2/01/27

 

BBB

   

983,846

   
  2,700    

First Hawaiian Capital Trust I, Series B

   

8.343

%

 

7/01/27

 

BBB+

   

2,747,250

   
  8,485    

First Union Capital Trust II, Series A

   

7.950

%

 

11/15/29

 

BBB+

   

10,252,850

   
  500    

Fulton Capital Trust I

   

6.290

%

 

2/01/36

 

Baa3

   

500,000

   
  3,300    

HBOS Capital Funding LP, 144A

   

6.071

%

 

6/30/14

 

BB

   

3,168,000

   
  300    

HBOS Capital Funding LP, Notes

   

6.850

%

 

3/23/49

 

BB

   

283,050

   
  1,500    

HSBC Bank PLC

   

0.750

%

 

12/19/35

 

A-

   

896,250

   
  1,500    

HSBC Bank PLC

   

0.610

%

 

6/11/37

 

A-

   

884,250

   
  1,500    

HSBC Financial Capital Trust IX

   

5.911

%

 

11/30/35

 

BBB+

   

1,530,000

   
  2,500    

Lloyd's Banking Group PLC, 144A

   

6.413

%

 

10/01/35

 

BB

   

2,200,000

   
  600    

Lloyd's Banking Group PLC, 144A

   

6.657

%

 

5/21/49

 

BB

   

540,000

   
  4,500    

M and T Bank Corporation, 144A

   

6.875

%

 

12/29/49

 

BBB

   

4,683,398

   
  1,100    

M and T Bank Corporation, (7)

   

5.000

%

 

12/31/49

 

BBB

   

1,116,500

   
  2,700    

National Australia Bank

   

8.000

%

 

9/29/49

 

BBB+

   

2,997,000

   
  1,900    

Nordea Bank AB

   

8.375

%

 

3/25/15

 

BBB+

   

2,056,750

   
  2,000    

PNC Financial Services Inc.

   

6.750

%

 

2/01/62

 

BBB

   

2,130,000

   
  2,200    

Rabobank Nederland, 144A

   

11.000

%

 

12/31/59

 

A-

   

2,838,000

   
  1,500    

Rabobank Nederland Utrec, 144A

   

5.254

%

 

12/29/49

 

A+

   

1,511,250

   
  200    

Societe Generale, 144A

   

1.024

%

 

12/31/49

 

BBB-

   

160,500

   
  200    

Societe Generale, 144A

   

5.922

%

 

4/05/57

 

BBB-

   

197,500

   
  4,128    

Societe Generale

   

8.750

%

 

10/07/49

 

BBB-

   

4,326,144

   
  100    

Standard Chartered PLC, 144A

   

6.409

%

 

1/30/17

 

BBB+

   

101,800

   
  4,800    

Standard Chartered PLC, 144A

   

7.014

%

 

1/30/58

 

BBB+

   

4,896,000

   
   

Total Commercial Banks

                           

58,299,477

   

Nuveen Investments
34



Principal
Amount (000)/
Shares
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (2)

 

Value

 
   

Diversified Financial Services – 7.6%

 
  1,000    

Citigroup Inc.

   

0.000

%

 

12/29/49

 

BB

 

$

970,000

   
  500    

Citigroup Capital III

   

7.625

%

 

12/01/36

 

BB+

   

590,318

   
  500    

ING US Inc., 144A

   

5.650

%

 

5/15/53

 

Ba1

   

470,000

   
  1,600    

General Electric Capital Corporation

   

6.250

%

 

12/29/49

 

AA-

   

1,664,000

   
  4,500    

General Electric Capital Corporation

   

7.125

%

 

12/15/62

 

AA-

   

5,062,500

   
  6,800    

JP Morgan Chase & Company

   

5.150

%

 

12/29/49

 

BBB

   

6,307,000

   
  1,800    

JP Morgan Chase Capital XXIII

   

1.273

%

 

5/15/77

 

BBB

   

1,386,000

   
   

Total Diversified Financial Services

                           

16,449,818

   
   

Electric Utilities – 1.0%

 
  2,200    

Electricite de France, 144A

   

5.250

%

 

1/29/49

 

A3

   

2,103,750

   
   

Industrial Conglomerates – 0.4%

 
  900    

General Electric Capital Trust I

   

6.375

%

 

11/15/67

 

AA-

   

955,125

   
   

Insurance – 28.2%

 
  800    

AIG Life Holdings Inc., 144A

   

8.500

%

 

7/01/30

 

BBB

   

1,038,000

   
  3,200    

American International Group, Inc.

   

8.175

%

 

5/15/58

 

BBB

   

3,912,000

   
  400    

Ace Capital Trust II

   

9.700

%

 

4/01/30

 

A-

   

572,000

   
  4,300    

AXA SA, 144A

   

6.380

%

 

6/14/57

 

Baa1

   

4,278,500

   
  1,200    

AXA SA

   

8.600

%

 

12/15/30

 

A3

   

1,453,412

   
  3,200    

Catlin Insurance Company Limited, 144A

   

7.249

%

 

7/19/57

 

BBB+

   

3,336,000

   
  1,250    

Dai-Ichi Mutual Life, 144A

   

7.250

%

 

12/29/49

 

A3

   

1,387,500

   
  2,325    

Glen Meadows Pass Through Trust, 144A

   

6.505

%

 

8/15/67

 

BB+

   

2,197,125

   
  1,850    

Great West Life & Annuity Insurance Capital LP II, 144A

   

7.153

%

 

5/16/46

 

A-

   

1,914,750

   
  800    

Liberty Mutual Group, 144A

   

7.800

%

 

3/07/87

 

Baa3

   

930,000

   
  4,100    

Lincoln National Corporation

   

7.000

%

 

5/17/66

 

BBB

   

4,223,000

   
  3,200    

MetLife Capital Trust IV, 144A

   

7.875

%

 

12/15/67

 

BBB

   

3,776,000

   
  5,500    

National Financial Services Inc.

   

6.750

%

 

5/15/67

 

Baa2

   

5,610,000

   
  818    

Oil Insurance Limited, 144A

   

3.443

%

 

12/30/56

 

Baa1

   

740,828

   
  4,100    

Prudential Financial Inc.

   

5.625

%

 

6/15/43

 

BBB+

   

3,977,000

   
  1,200    

Prudential Financial Inc.

   

5.875

%

 

9/15/42

 

BBB+

   

1,212,000

   
  1,500    

Prudential Financial Inc.

   

8.875

%

 

6/15/68

 

BBB+

   

1,807,500

   
  3,800    

Prudential PLC

   

6.500

%

 

9/23/53

 

A-

   

3,814,250

   
  1,500    

QBE Capital Funding Trust II, 144A

   

6.797

%

 

12/01/57

 

BBB

   

1,509,375

   
  1,400    

Reinsurance Group of America Inc.

   

6.750

%

 

12/15/68

 

BBB-

   

1,414,000

   
  4,000    

Sompo Japan Insurance, 144A

   

5.325

%

 

3/28/73

 

A-

   

3,950,244

   
  2,200    

Swiss Re Capital I, 144A

   

6.854

%

 

5/25/16

 

A

   

2,304,500

   
  900    

White Mountain Re Group, 144A

   

7.506

%

 

6/30/57

 

BB+

   

936,000

   
  2,700    

ZFS Finance USA Trust II 144A

   

6.450

%

 

12/15/65

 

A

   

2,875,500

   
  2,154    

ZFS Finance USA Trust V, 144A

   

6.500

%

 

5/09/67

 

A

   

2,294,010

   
   

Total Insurance

                           

61,463,494

   
   

Multi-Utilities – 0.2%

 
  500    

Dominion Resources Inc.

   

7.500

%

 

6/30/66

 

BBB

   

547,500

   
   

Road & Rail – 1.7%

 
  3,185    

Burlington Northern Santa Fe Funding Trust I

   

6.613

%

 

12/15/55

 

BBB

   

3,646,825

   
   

Specialty Retail – 0.1%

 
  300    

Swiss Re Capital I

   

6.854

%

   

N/A (5)

   

A

   

314,250

   
   

U.S. Agency – 0.9%

 
  20    

Farm Credit Bank of Texas, 144A

   

6.750

%

 

12/31/49

 

Baa1

   

2,000,000

   
   

Wireless Telecommunication Services – 4.1%

 
  7    

Centaur Funding Corporation, Series B, 144A

   

9.080

%

 

4/21/20

 

BBB

   

8,873,081

   
   

Total $1,000 Par (or similar) Institutional Structures (cost $159,872,184)

                           

171,855,932

   

Nuveen Investments
35



JHP

Nuveen Quality Preferred Income Fund 3 (continued)

Portfolio of Investments July 31, 2013

Shares  

Description (1), (6)

             

Value

 
   

Investment Companies – 1.4% (1.0% of Total Investments)

 
  137,958    

Blackrock Credit Allocation Income Trust IV

                         

$

1,757,585

   
  75,864    

John Hancock Preferred Income Fund III

                           

1,361,000

   
   

Total Investment Companies (cost $4,631,955)

                           

3,118,585

   

 

Total Long-Term Investments (cost $288,285,501)

                           

301,955,129

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

     

Value

 
   

Short-Term Investments – 1.1% (0.8% of Total Investments)

 

$

2,401

    Repurchase Agreement with Fixed Income Clearing Corporation, dated
7/31/13, repurchase price $2,401,372, collateralized by $2,480,000
U.S. Treasury Notes, 1.875%, due 6/30/20, value $2,452,100
  0.010

%

  8/01/13

          2,401,371

 
   

Total Short-Term Investments (cost $2,401,371)

                           

2,401,371

   
   

Total Investments (cost $290,686,872) – 139.7%

                           

304,356,500

   
   

Borrowings – (40.9)% (8), (9)

                           

(89,000,000

)

 
   

Other Assets Less Liabilities – 1.2% (10)

                           

2,460,552

   
   

Net Assets Applicable to Common Shares – 100%

                         

$

217,817,052

   

Investments in Derivatives as of July 31, 2013

Swaps outstanding:

Counterparty

  Notional
Amount
  Fund
Pay/Receive
Floating Rate
  Floating Rate
Index
  Fixed Rate
(Annualized)
  Fixed Rate
Payment
Frequency
  Effective
Date (11)
  Termination
Date
  Unrealized
Appreciation
(Depreciation) (10)
 

JPMorgan

 

$

14,725,000

   

Receive

  1-Month USD-LIBOR    

1.193

%

 

Monthly

 

3/21/11

 

3/21/14

 

$

(95,713

)

 

JPMorgan

   

25,638,000

   

Receive

  1-Month USD-LIBOR    

1.255

   

Monthly

 

12/01/14

 

12/01/18

   

784,750

   

JPMorgan

   

25,638,000

   

Receive

  1-Month USD-LIBOR    

1.673

   

Monthly

 

12/01/14

 

12/01/20

   

1,397,786

   

Morgan Stanley

   

14,725,000

   

Receive

  1-Month USD-LIBOR    

2.064

   

Monthly

 

3/21/11

 

3/21/16

   

(594,199

)

 
                               

$

1,492,624

   

    For Fund portfolio compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.

  (1)  All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.

  (2)  Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor's Group ("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's") or Fitch, Inc. ("Fitch") rating. Ratings below BBB by Standard & Poor's, Baa by Moody's or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.

  (3)  For fair value measurement disclosure purposes, $25 Par (or similar) Retail Structures and $1,000 Par (or similar) Institutional Structures classified as Level 2. See Notes to Financial Statements, Note 2—Investment Valuation and Fair Value Measurements for more information.

  (4)  Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investments in derivatives.

  (5)  Perpetual security. Maturity date is not applicable.

  (6)  A copy of the most recent financial statements for the investment companies in which the Fund invests can be obtained directly from the Securities and Exchange Commission on its website at http://www.sec.gov.

  (7)  For fair value measurement disclosure purposes, $1,000 Par (or similar) Institutional Structures classified as Level 1. See Notes to Financial Statements, Note 2—Investment Valuation and Fair Value Measurements for more information.

  (8)  Borrowings as a percentage of Total Investments is 29.2%.

  (9)  The Fund may pledge up to 100% of its eligible investments in the Portfolio of Investments as collateral for Borrowings. As of the end of the reporting period, investments with a value of $185,718,241 have been pledged as collateral for Borrowings.

  (10)  Other Assets Less Liabilities includes the Unrealized Appreciation (Depreciation) of derivative instruments as listed within Investments in Derivatives as of the end of the reporting period.

  (11)  Effective date represents the date on which both the Fund and Counterparty commence interest payment accruals on each swap contract.

  N/A  Not applicable.

  144A  Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration, which are normally those transactions with qualified institutional buyers.

  CORTS  Corporate Backed Trust Securities.

  PPLUS  PreferredPlus Trust.

  USD-LIBOR  United States Dollar—London Inter-Bank Offered Rate.

See accompanying notes to financial statements.

Nuveen Investments
36




Statement of

ASSETS & LIABILITIES

July 31, 2013

  Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Assets

 

Investments, at value (cost $768,650,228, $1,523,548,589 and $290,686,872, respectively)

 

$

802,703,890

   

$

1,587,096,230

   

$

304,356,500

   

Unrealized appreciation on swaps, net

   

5,501,938

     

10,934,762

     

2,086,823

   

Receivable for:

 

Dividends

   

440,922

     

697,028

     

125,398

   

Interest

   

6,108,045

     

13,735,050

     

2,299,316

   

Investments sold

   

39,108

     

     

75,676

   

Reclaims

   

9,375

     

     

12,938

   

Other assets

   

113,770

     

218,401

     

42,950

   

Total assets

   

814,917,048

     

1,612,681,471

     

308,999,601

   

Liabilities

 

Borrowings

   

234,000,000

     

464,000,000

     

89,000,000

   

Unrealized depreciation on swaps

   

1,562,421

     

3,115,258

     

594,199

   

Common share dividends payable

   

3,191,606

     

6,493,601

     

1,218,103

   

Accrued expenses:

 

Interest on borrowings

   

14,661

     

29,099

     

5,565

   

Management fees

   

590,272

     

1,142,591

     

226,207

   

Trustee fees

   

112,828

     

217,367

     

41,490

   

Other

   

245,216

     

380,904

     

96,985

   

Total liabilities

   

239,717,004

     

475,378,820

     

91,182,549

   

Net assets applicable to common shares

 

$

575,200,044

   

$

1,137,302,651

   

$

217,817,052

   

Common shares outstanding

   

64,663,448

     

120,393,013

     

23,730,657

   
Net asset value per common share outstanding
(net assets applicable to common shares, divided by common shares outstanding)
 

$

8.90

   

$

9.45

   

$

9.18

   

Net assets applicable to common shares consist of:

 

Common shares, $.01 par value per share

 

$

646,634

   

$

1,203,930

   

$

237,307

   

Paid-in surplus

   

882,197,596

     

1,688,569,820

     

329,574,340

   

Undistributed (Over-distribution of) net investment income

   

7,215,793

     

1,417,211

     

824,760

   

Accumulated net realized gain (loss)

   

(352,853,158

)

   

(625,255,455

)

   

(127,981,607

)

 

Net unrealized appreciation (depreciation)

   

37,993,179

     

71,367,145

     

15,162,252

   

Net assets applicable to common shares

 

$

575,200,044

   

$

1,137,302,651

   

$

217,817,052

   

Authorized shares:

 

Common

   

Unlimited

     

Unlimited

     

Unlimited

   

Preferred

   

Unlimited

     

Unlimited

     

Unlimited

   

See accompanying notes to financial statements.

Nuveen Investments
37



Statement of

OPERATIONS

Year Ended July 31, 2013

  Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Investment Income

 

Dividends

 

$

25,119,883

   

$

46,551,095

   

$

8,862,881

   

Interest

   

27,207,759

     

56,568,456

     

10,842,699

   

Total investment income

   

52,327,642

     

103,119,551

   

19,705,580

   

Expenses

 

Management fees

   

6,958,359

     

13,456,938

     

2,657,762

   

Interest expense on borrowings

   

2,723,576

     

5,398,966

     

1,030,339

   

Shareholder servicing agent fees and expenses

   

4,737

     

4,782

     

1,127

   

Custodian fees and expenses

   

189,301

     

250,165

     

68,034

   

Trustees fees and expenses

   

21,864

     

43,024

     

8,367

   

Professional fees

   

53,755

     

80,055

     

36,602

   

Shareholder reporting expenses

   

162,334

     

265,705

     

57,959

   

Stock exchange listing fees

   

20,554

     

38,295

     

8,550

   

Investor relations expenses

   

58,655

     

105,936

     

21,639

   

Other expenses

   

32,962

     

52,169

     

19,840

   

Total expenses

   

10,226,097

     

19,696,035

     

3,910,219

   

Net investment income (loss)

   

42,101,545

     

83,423,516

     

15,795,361

   

Realized and Unrealized Gain (Loss)

 

Net realized gain (loss) from:

 

Investments and foreign currency

   

13,362,653

     

23,975,361

     

4,525,443

   

Swaps

   

(1,092,414

)

   

(2,178,127

)

   

(415,452

)

 

Change in net unrealized appreciation (depreciation) of:

 

Investments and foreign currency

   

(4,330,084

)

   

223,072

     

1,357,653

   

Swaps

   

6,812,734

     

13,548,313

     

2,585,328

   

Net realized and unrealized gain (loss)

   

14,752,889

     

35,568,619

     

8,052,972

   

Net increase (decrease) in net assets applicable to common shares from operations

 

$

56,854,434

   

$

118,992,135

   

$

23,848,333

   

See accompanying notes to financial statements.

Nuveen Investments
38



Statement of

CHANGES in NET ASSETS

   

Quality Preferred Income (JTP)

 

Quality Preferred Income 2 (JPS)

 
    Year
Ended
7/31/13
  Year
Ended
7/31/12
  Year
Ended
7/31/13
  Year
Ended
7/31/12
 

Operations

 

Net investment income (loss)

 

$

42,101,545

   

$

42,550,239

   

$

83,423,516

   

$

83,281,728

   

Net realized gain (loss) from:

 

Investments and foreign currency

   

13,362,653

     

1,009,553

     

23,975,361

     

4,909,208

   

Swaps

   

(1,092,414

)

   

(1,105,455

)

   

(2,178,127

)

   

(2,204,130

)

 

Change in net unrealized appreciation (depreciation) of:

 

Investments and foreign currency

   

(4,330,084

)

   

21,337,512

     

223,072

     

37,462,005

   

Swaps

   

6,812,734

     

(1,193,426

)

   

13,548,313

     

(2,379,530

)

 
Net increase (decrease) in net assets
applicable to common shares
from operations
   

56,854,434

     

62,598,423

     

118,992,135

     

121,069,281

   

Distribution to Common Shareholders

 

From net investment income

   

(38,797,071

)

   

(38,782,506

)

   

(79,456,874

)

   

(79,417,479

)

 
Decrease in net assets applicable to
common shares from distributions
to common shareholders
   

(38,797,071

)

   

(38,782,506

)

   

(79,456,874

)

   

(79,417,479

)

 

Capital Share Transactions

 
Net proceeds from common shares
issued to shareholders due to
reinvestments of distributions
   

145,664

     

119,036

     

382,683

     

264,678

   
Net increase (decrease) in net assets
applicable to common shares from
capital share transactions
   

145,664

     

119,036

     

382,683

     

264,678

   
Net increase (decrease) in net assets
applicable to common shares
   

18,203,027

     

23,934,953

     

39,917,944

     

41,916,480

   
Net assets applicable to common shares
at the beginning of period
   

556,997,017

     

533,062,064

     

1,097,384,707

     

1,055,468,227

   
Net assets applicable to common
shares at the end of period
 

$

575,200,044

   

$

556,997,017

   

$

1,137,302,651

   

$

1,097,384,707

   
Undistributed (Over-distribution of)
net investment income at the
end of period
 

$

7,215,793

   

$

7,683,964

   

$

1,417,211

   

$

4,506,652

   

See accompanying notes to financial statements.

Nuveen Investments
39



Statement of

CHANGES in NET ASSETS (continued)

   

Quality Preferred Income 3 (JHP)

 
    Year
Ended
7/31/13
  Year
Ended
7/31/12
 

Operations

 

Net investment income (loss)

 

$

15,795,361

   

$

15,678,554

   

Net realized gain (loss) from:

 

Investments and foreign currency

   

4,525,443

     

1,972,994

   

Swaps

   

(415,452

)

   

(420,412

)

 

Change in net unrealized appreciation (depreciation) of:

 

Investments and foreign currency

   

1,357,653

     

5,546,726

   

Swaps

   

2,585,328

     

(453,868

)

 
Net increase (decrease) in net assets
applicable to common shares
from operations
   

23,848,333

     

22,323,994

   

Distribution to Common Shareholders

 

From net investment income

   

(14,807,653

)

   

(14,801,665

)

 
Decrease in net assets applicable to
common shares from distributions
to common shareholders
   

(14,807,653

)

   

(14,801,665

)

 

Capital Share Transactions

 
Net proceeds from common shares
issued to shareholders due to
reinvestments of distributions
   

47,371

     

68,152

   
Net increase (decrease) in net assets
applicable to common shares from
capital share transactions
   

47,371

     

68,152

   
Net increase (decrease) in net assets
applicable to common shares
   

9,088,051

     

7,590,481

   
Net assets applicable to common shares
at the beginning of period
   

208,729,001

     

201,138,520

   
Net assets applicable to common
shares at the end of period
 

$

217,817,052

   

$

208,729,001

   
Undistributed (Over-distribution of)
net investment income at
the end of period
 

$

824,760

   

$

(77,017

)

 

See accompanying notes to financial statements.

Nuveen Investments
40



Statement of

CASH FLOWS

  Year Ended July 31, 2013

  Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Cash Flows from Operating Activities:

 

Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations

 

$

56,854,434

   

$

118,992,135

   

$

23,848,333

   
Adjustments to reconcile the net increase (decrease) in net assets applicable to common shares
from operations to net cash provided by (used in) operating activities:
 

Purchases of investments

   

(294,502,303

)

   

(551,274,273

)

   

(99,672,538

)

 

Proceeds from sales and maturities of investments

   

258,389,407

     

476,172,173

     

81,068,567

   

Proceeds from (Purchases of) short-term investments, net

   

14,796,807

     

34,265,352

     

9,992,952

   

Proceeds from (Payments for) swap contracts, net

   

(1,092,414

)

   

(2,178,127

)

   

(415,452

)

 

Amortization (Accretion) of premiums and discounts, net

   

473,221

     

877,242

     

4,336

   

(Increase) Decrease in:

 

Receivable for dividends

   

205,648

     

301,060

     

100,207

   

Receivable for interest

   

(542,553

)

   

(2,263,438

)

   

(203,062

)

 

Receivable for investments sold

   

1,853,277

     

2,276,849

     

136,328

   

Receivable for reclaims

   

(9,375

)

   

     

(12,938

)

 

Other assets

   

1,693

     

2,689

     

(528

)

 

Increase (Decrease) in:

 

Accrued interest on borrowings

   

(1,214

)

   

(2,140

)

   

(361

)

 

Accrued management fees

   

29,085

     

58,558

     

13,986

   

Accrued trustees fees

   

(1,922

)

   

(3,063

)

   

450

   

Accrued other expenses

   

14,053

     

(8,958

)

   

(158

)

 

Net realized gain (loss) from:

 

Investments and foreign currency

   

(13,362,653

)

   

(23,975,361

)

   

(4,525,443

)

 

Swaps

   

1,092,414

     

2,178,127

     

415,452

   

Change in net unrealized appreciation (depreciation) of:

 

Investments and foreign currency

   

4,330,084

     

(223,072

)

   

(1,357,653

)

 

Swaps

   

(6,812,734

)

   

(13,548,313

)

   

(2,585,328

)

 

Taxes paid on undistributed capital gains

   

(73,331

)

   

     

(48,768

)

 

Net cash provided by (used in) operating activities

   

21,641,624

     

41,647,440

     

6,758,382

   

Cash Flows from Financing Activities

 

Increase in borrowings

   

17,000,000

     

37,000,000

     

8,000,000

   

Cash distributions paid to common shareholders

   

(38,641,624

)

   

(79,075,845

)

   

(14,758,382

)

 

Net cash provided by (used in) financing activities

   

(21,641,624

)

   

(42,075,845

)

   

(6,758,382

)

 

Net Increase (Decrease) in Cash

   

     

(428,405

)

   

   

Cash at the beginning of period

   

     

428,405

     

   

Cash at the End of Period

 

$

   

$

   

$

   

Supplemental Disclosure of Cash Flow Information

 

  Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Cash paid for interest on borrowings (excluding borrowing costs)

 

$

2,679,790

   

$

5,301,106

   

$

1,010,700

   

Non-cash financing activities not included herein consists of reinvestments of common share distributions

   

145,664

     

382,683

     

47,371

   

See accompanying notes to financial statements.

Nuveen Investments
41




Financial

HIGHLIGHTS

Selected data for a common share outstanding throughout each period:

       
       

Investment Operations

 

Less Distributions

         

Total Returns

 
    Beginning
Common
Share
Net Asset
Value
  Net
Investment
Income
(Loss)(a)
  Net
Realized/
Unrealized
Gain (Loss)
  Distributions
from Net
Investment
Income to
FundPreferred
Share-
holders(b)
  Distributions
from
Accumulated
Net Realized
Gains to
FundPreferred
Share-
holders(b)
 

Total

  From
Net
Investment
Income to
Common
Share-
holders
  From
Accum-
ulated
Net
Realized
Gains to
Common
Share-
holders
  Return of
Capital to
Common
Share-
holders
 

Total

  Ending
Common
Share
Net Asset
Value
  Ending
Market
Value
  Based
on
Common
Share
Net
Asset
Value(c)
  Based
on
Market
Value(c)
 

Quality Preferred Income (JTP)

     

Year Ended 7/31:

 
 

2013

   

$

8.62

   

$

.65

   

$

.23

   

$

   

$

   

$

.88

   

$

(.60

)

 

$

   

$

   

$

(.60

)

 

$

8.90

   

$

7.98

     

10.32

%

   

(1.78

)%

 
 

2012

     

8.25

     

.66

     

.31

     

     

     

.97

     

(.60

)

   

     

     

(.60

)

   

8.62

     

8.70

     

12.51

     

24.30

   
 

2011

(f)

   

8.07

     

.35

     

.18

     

     

     

.53

     

(.35

)

   

     

     

(.35

)

   

8.25

     

7.54

     

6.74

     

6.62

   

Year Ended 12/31:

 
 

2010

     

7.06

     

.65

     

.94

     

     

     

1.59

     

(.58

)

   

     

     

(.58

)

   

8.07

     

7.40

     

23.09

     

21.94

   
 

2009

     

5.25

     

.63

     

1.82

     

*

   

     

2.45

     

(.57

)

   

     

(.07

)

   

(.64

)

   

7.06

     

6.57

     

51.85

     

53.05

   
 

2008

     

11.06

     

1.10

     

(5.81

)

   

(.19

)

   

     

(4.90

)

   

(.90

)

   

     

(.01

)

   

(.91

)

   

5.25

     

4.86

     

(46.97

)

   

(47.05

)

 

Quality Preferred Income 2 (JPS)

     

Year Ended 7/31:

 
 

2013

     

9.12

     

.69

     

.30

     

     

     

.99

     

(.66

)

   

     

     

(.66

)

   

9.45

     

8.47

     

10.98

     

(2.63

)

 
 

2012

     

8.77

     

.69

     

.32

     

     

     

1.01

     

(.66

)

   

     

     

(.66

)

   

9.12

     

9.34

     

12.32

     

25.17

   
 

2011

(f)

   

8.64

     

.37

     

.15

     

     

     

.52

     

(.39

)

   

     

     

(.39

)

   

8.77

     

8.07

     

5.99

     

7.02

   

Year Ended 12/31:

 
 

2010

     

7.67

     

.69

     

.93

     

     

     

1.62

     

(.65

)

   

     

     

(.65

)

   

8.64

     

7.90

     

21.99

     

18.31

   
 

2009

     

5.42

     

.69

     

2.29

     

*

   

     

2.98

     

(.70

)

   

     

(.03

)

   

(.73

)

   

7.67

     

7.25

     

61.22

     

63.90

   
 

2008

     

11.57

     

1.18

     

(6.18

)

   

(.18

)

   

     

(5.18

)

   

(.97

)

   

     

     

(.97

)

   

5.42

     

5.04

     

(47.58

)

   

(47.49

)

 

Quality Preferred Income 3 (JHP)

     

Year Ended 7/31:

 
 

2013

     

8.80

     

.67

     

.33

     

     

     

1.00

     

(.62

)

   

     

     

(.62

)

   

9.18

     

8.23

     

11.53

     

(.30

)

 
 

2012

     

8.48

     

.66

     

.28

     

     

     

.94

     

(.62

)

   

     

     

(.62

)

   

8.80

     

8.85

     

11.91

     

24.04

   
 

2011

(f)

   

8.37

     

.36

     

.11

     

     

     

.47

     

(.36

)

   

     

     

(.36

)

   

8.48

     

7.70

     

5.69

     

4.08

   

Year Ended 12/31:

 
 

2010

     

7.45

     

.65

     

.89

     

     

     

1.54

     

(.62

)

   

     

     

(.62

)

   

8.37

     

7.74

     

21.49

     

20.66

   
 

2009

     

5.14

     

.63

     

2.34

     

*

   

     

2.97

     

(.58

)

   

     

(.08

)

   

(.66

)

   

7.45

     

6.95

     

63.23

     

54.50

   
 

2008

     

11.02

     

1.08

     

(5.85

)

   

(.19

)

   

     

(4.96

)

   

(.90

)

   

     

(.02

)

   

(.92

)

   

5.14

     

5.08

     

(48.00

)

   

(45.66

)

 

(a)  Per share Net Investment Income (Loss) is calculated using the average daily shares method.

(b)  The amounts shown are based on common share equivalents.

(c)  Total Return Based on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.

  Total Return Based on Common Share Net Asset Value is the combination of changes in common share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending net asset value. The actual reinvest price for the last dividend declared in the period may often be based on the Fund's market price (and not its net asset value), and therefore may be different from the price used in the calculation. Total returns are not annualized.

(d)  After expense reimbursement from the Adviser, where applicable. As of June 30, 2010, September 30, 2010 and December 31, 2010, the Adviser is no longer reimbursing Quality Preferred Income (JTP), Quality Preferred Income 2 (JPS) and Quality Preferred Income 3 (JHP), respectively, for any fees or expenses.

Nuveen Investments
42



   

Ratios/Supplemental Data

 
        Ratios to Average Net Assets
Applicable to Common Shares
Before Reimbursement(e)
  Ratios to Average Net Assets
Applicable to Common Shares
After Reimbursement(d)(e)
     
    Ending Net
Assets
Applicable to
Common
Shares (000)
 

Expenses

  Net
Investment
Income (Loss)
 

Expenses

  Net
Investment
Income (Loss)
  Portfolio
Turnover
Rate(g)
 

Quality Preferred Income (JTP)

 

Year Ended 7/31:

 
 

2013

   

$

575,200

     

1.75

%

   

7.22

%

   

N/A

     

N/A

     

34

%

 
 

2012

     

556,997

     

1.83

     

8.17

     

N/A

     

N/A

     

21

   
 

2011

(f)

   

533,062

     

1.61

**

   

7.17

**

   

N/A

     

N/A

     

9

   

Year Ended 12/31:

 
 

2010

     

521,347

     

1.65

     

8.37

     

1.60

%

   

8.42

%

   

20

   
 

2009

     

456,186

     

1.86

     

11.04

     

1.71

     

11.19

     

29

   
 

2008

     

339,270

     

2.01

     

11.65

     

1.67

     

11.99

     

24

   

Quality Preferred Income 2 (JPS)

 

Year Ended 7/31:

 
 

2013

     

1,137,303

     

1.71

     

7.23

     

N/A

     

N/A

     

32

   
 

2012

     

1,097,385

     

1.80

     

8.13

     

N/A

     

N/A

     

19

   
 

2011

(f)

   

1,055,468

     

1.58

**

   

7.21

**

   

N/A

     

N/A

     

7

   

Year Ended 12/31:

 
 

2010

     

1,039,917

     

1.59

     

8.29

     

1.51

     

8.37

     

25

   
 

2009

     

922,354

     

1.82

     

11.27

     

1.64

     

11.45

     

27

   
 

2008

     

649,377

     

1.96

     

12.02

     

1.59

     

12.39

     

18

   

Quality Preferred Income 3 (JHP)

 

Year Ended 7/31:

 
 

2013

     

217,817

     

1.77

     

7.17

     

N/A

     

N/A

     

28

   
 

2012

     

208,729

     

1.84

     

8.04

     

N/A

     

N/A

     

23

   
 

2011

(f)

   

201,139

     

1.65

**

   

7.19

**

   

N/A

     

N/A

     

8

   

Year Ended 12/31:

 
 

2010

     

198,513

     

1.65

     

8.05

     

1.54

     

8.16

     

24

   
 

2009

     

176,677

     

1.87

     

10.56

     

1.66

     

10.77

     

35

   
 

2008

     

121,870

     

2.00

     

11.51

     

1.60

     

11.91

     

30

   

(e)  • Ratios do not reflect the effect of dividend payments to FundPreferred shareholders, where applicable.

  • Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to FundPreferred shares and/or borrowings, where applicable.

  • Each ratio includes the effect of all interest expense paid and other costs related to borrowings, where applicable as follows:

Ratios of Borrowings Interest Expense to
Average Net Assets Applicable to Common Shares
  Ratios of Borrowings Interest Expense to
Average Net Assets Applicable to Common Shares
  Ratios of Borrowings Interest Expense to
Average Net Assets Applicable to Common Shares
 

Quality Preferred Income (JTP)

         

Quality Preferred Income 2 (JPS)

         

Quality Preferred Income 3 (JHP)

         

Year Ended 7/31:

         

Year Ended 7/31:

         

Year Ended 7/31:

         
 

2013

     

.47

%

   

2013

     

.47

%

   

2013

     

.47

%

 
 

2012

     

.54

     

2012

     

.55

     

2012

     

.54

   
 

2011

(f)

   

.38

**

   

2011

(f)

   

.37

**

   

2011

(f)

   

.37

**

 

Year Ended 12/31:

         

Year Ended 12/31:

         

Year Ended 12/31:

         
 

2010

     

.41

     

2010

     

.39

     

2010

     

.38

   
 

2009

     

.61

     

2009

     

.59

     

2009

     

.59

   
 

2008

     

.26

     

2008

     

.30

     

2008

     

.20

   

(f)  For the seven months ended July 31, 2011.

(g)  Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 5—Investment Transactions) divided by the average long-term market value during the period.

N/A  The Fund no longer has a contractual reimbursement agreement with the Adviser.

*  Rounds to less than $.01 per share.

**  Annualized.

See accompanying notes to financial statements.

Nuveen Investments
43



Financial

HIGHLIGHTS (continued)

   

FundPreferred Shares at End of Period

 

Borrowings at End of Period

 
    Aggregate
Amount
Outstanding
(000)
  Liquidation
Value Per
Share
  Asset
Coverage
Per Share
  Aggregate
Amount
Outstanding
(000)
  Asset
Coverage
Per $1,000
 

Quality Preferred Income (JTP)

     

Year Ended 7/31:

 
 

2013

   

$

   

$

   

$

   

$

234,000

   

$

3,458

   
 

2012

     

     

     

     

217,000

     

3,567

   
 

2011

(f)

   

     

     

     

154,875

     

4,442

   

Year Ended 12/31:

 
 

2010

     

     

     

     

154,875

     

4,366

   
 

2009

     

     

     

     

153,375

     

3,974

   
 

2008

     

64,875

     

25,000

     

155,740

     

86,500

     

5,672

   

Quality Preferred Income 2 (JPS)

     

Year Ended 7/31:

 
 

2013

     

     

     

     

464,000

     

3,451

   
 

2012

     

     

     

     

427,000

     

3,570

   
 

2011

(f)

   

     

     

     

308,800

     

4,418

   

Year Ended 12/31:

 
 

2010

     

     

     

     

300,000

     

4,466

   
 

2009

     

     

     

     

289,500

     

4,186

   
 

2008

     

130,000

     

25,000

     

149,880

     

165,200

     

5,718

   

Quality Preferred Income 3 (JHP)

     

Year Ended 7/31:

 
 

2013

     

     

     

     

89,000

     

3,447

   
 

2012

     

     

     

     

81,000

     

3,577

   
 

2011

(f)

   

     

     

     

58,900

     

4,415

   

Year Ended 12/31:

 
 

2010

     

     

     

     

55,000

     

4,609

   
 

2009

     

     

     

     

55,000

     

4,212

   
 

2008

     

18,100

     

25,000

     

193,329

     

33,000

     

5,242

   

(f)  For the seven months ended July 31, 2011.

See accompanying notes to financial statements.

Nuveen Investments
44




Notes to

FINANCIAL STATEMENTS

1. General Information and Significant Accounting Policies

General Information

The funds covered in this report and their corresponding New York Stock Exchange symbols are as follows (each a "Fund" and collectively, the "Funds"):

•  Nuveen Quality Preferred Income Fund (JTP) ("Quality Preferred Income (JTP)")

•  Nuveen Quality Preferred Income Fund 2 (JPS) ("Quality Preferred Income 2 (JPS)")

•  Nuveen Quality Preferred Income Fund 3 (JHP) ("Nuveen Quality Preferred Income 3 (JHP)")

The Funds are registered under the Investment Company Act of 1940, as amended, as diversified, closed-end registered investment companies. Quality Preferred Income (JTP), Quality Preferred Income 2 (JPS) and Quality Preferred Income Fund 3 (JHP) were organized as Massachusetts business trusts on April 24, 2002, June 24, 2002 and October 17, 2002, respectively.

On December 31, 2012, the Funds' investment adviser converted from a Delaware corporation to a Delaware limited liability company. As a result, Nuveen Fund Advisors, Inc., a wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen"), changed its name to Nuveen Fund Advisors, LLC (the "Adviser"). There were no changes to the identities or roles of any personnel as a result of the change.

The Adviser is responsible for each Fund's overall investment strategy and asset allocation decisions. The Adviser has entered into sub-advisory agreements with Spectrum Asset Management, Inc. ("Spectrum"), under which Spectrum manages the investment portfolios of the Funds. The Adviser manages the Funds' investments in swap contracts.

Each Fund's investment objective is high current income consistent with capital preservation. Each Fund's secondary investment objective is to enhance portfolio value. Each Fund invests at least 80% of its net assets in preferred securities; up to 20% of its net assets in debt securities, including convertible debt securities and convertible preferred securities; and 100% of each Fund's total assets in securities that, at the time of investment, are investment grade quality (BBB/Baa or better), which may include up to 10% in securities that are rated investment grade by at least one nationally recognized statistical rating organization.

Significant Accounting Policies

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 ("U.S. GAAP").

Investment Transactions

Investment transactions are recorded on a trade date basis. Realized gains and losses from investment transactions are determined on the specific identification method, which is the same basis used for federal income tax purposes. Investments purchased on a when-issued/delayed delivery basis may have extended settlement periods. Any investments so purchased are subject to market fluctuation during this period. The Funds have instructed the custodian to earmark securities in the Funds' portfolios with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments. As of July 31, 2013, the Funds had no outstanding when-issued/delayed delivery purchase commitments.

Investment Income

Dividend income is recorded on the ex-dividend date or, for foreign securities, when information is available. Interest income, which reflects the amortization of premiums and includes accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Interest income also reflects paydown gains and losses, if any.

Professional Fees

Professional fees presented on 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. Should a Fund receive a refund of workout expenditures paid in a prior reporting period, such amounts will be recognized as "Legal fee refund" on the Statement of Operations.

Dividends and Distributions to Common Shareholders

Dividends to common shareholders are declared monthly. Net realized capital gains from investment transactions, if any, are declared and distributed to shareholders at least annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards.

Nuveen Investments
45



Notes to

FINANCIAL STATEMENTS (continued)

Distributions to common shareholders 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. GAAP.

FundPreferred Shares

The Funds are authorized to issue auction rate preferred ("FundPreferred") shares. During prior fiscal periods, the Funds redeemed all of their outstanding FundPreferred shares, at liquidation value.

Common Shares Equity Shelf Programs and Offering Costs

During the current reporting period, Quality Preferred Income (JTP), Quality Preferred Income 2 (JPS) and Quality Preferred Income 3 (JHP) each filed registration statements with the Securities and Exchange Commission ("SEC") authorizing the Funds to issue an additional 6.4 million, 12.0 million and 2.3 million common shares, respectively, through equity shelf programs ("Shelf Offering"), which are not yet effective.

Under these equity shelf programs, the Funds, subject to market conditions, may raise additional capital from time to time in varying amounts and offering methods at a net price at or above each Fund's net asset value ("NAV") per common share.

Costs incurred by Funds in connection with their initial Shelf Offerings are recorded as a deferred charge, which will be amortized over the period such additional Common shares are sold not to exceed the one-year life of the Shelf Offering period. Ongoing Shelf Offering costs, and any additional costs the Funds may incur in connection with the Shelf Offering, are expensed as incurred and recorded as a reduction of proceeds from shelf offering.

Indemnifications

Under the Funds' organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP 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 applicable to common shares from operations during the reporting period. Actual results may differ from those estimates.

2. Investment Valuation and Fair Value Measurements

Investment Valuation

Common stocks and other equity-type securities are valued at the last sales price on the securities exchange on which such securities are primarily traded and are generally classified as Level 1 for fair value measurement purposes. Securities primarily traded on the NASDAQ National Market ("NASDAQ") are valued, except as indicated below, at the NASDAQ Official Closing Price and are generally classified as Level 1. However, securities traded on a securities exchange or NASDAQ for which there were no transactions on a given day or securities not listed on a securities exchange or NASDAQ are valued at the quoted bid price and are generally classified as Level 2.

Investments in investment companies are valued at their respective net asset values on the valuation date. These investment vehicles are generally classified as Level 1.

Prices of fixed-income securities and swap contracts are provided by a pricing service approved by the Funds' Board of Trustees. These securities are generally classified as Level 2. The pricing service establishes a security's fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor's credit characteristics considered relevant. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity, provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs.

Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities are generally classified as Level 2.

Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Funds' Board of Trustees or its designee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of a Fund's net asset value (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a

Nuveen Investments
46



security whose price, as provided by the pricing service, is not deemed to reflect the security's fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor's credit characteristics considered relevant. These securities are generally classified as Level 2 or as Level 3 depending on the priority of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Funds' Board of Trustees or its designee.

Fair Value Measurements

Fair value is defined as the price that the Funds would receive upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.

Level 1 — Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.

Level 2 — Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 — Prices are determined using significant unobservable inputs (including management's assumptions in determining the fair value of investments).

The inputs or methodologies used for valuing securities are not an indication of the risks associated with investing in those securities. The following is a summary of each Fund's fair value measurements as of the end of the reporting period:

Quality Preferred Income (JTP)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Long-Term Investments*:

 

Common Stocks

 

$

9,059,015

   

$

   

$

   

$

9,059,015

   

$25 Par (or similar) Retail Structures

   

263,779,632

     

12,188,188

     

     

275,967,820

   

Convertible Bonds

   

     

22,960,331

     

     

22,960,331

   

Corporate Bonds

   

     

48,445,100

     

     

48,445,100

   

$1,000 Par (or similar) Institutional Structures

   

5,630,010

     

428,517,554

     

     

434,147,564

   

Investment Companies

   

6,784,857

     

     

     

6,784,857

   

Short-Term Investments:

 

Repurchase Agreements

   

     

5,339,203

     

     

5,339,203

   

Derivatives:

 

Swaps**

   

     

3,939,517

     

     

3,939,517

   

Total

 

$

285,253,514

   

$

521,389,893

   

$

   

$

806,643,407

   

Quality Preferred Income 2 (JPS)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Long-Term Investments*:

 

Common Stocks

 

$

12,963,670

   

$

   

$

   

$

12,963,670

   

$25 Par (or similar) Retail Structures

   

484,094,526

     

26,761,940

     

     

510,856,466

   

Convertible Bonds

   

     

40,065,250

     

     

40,065,250

   

Corporate Bonds

   

     

71,194,237

     

     

71,194,237

   

$1,000 Par (or similar) Institutional Structures

   

11,293,900

     

916,080,901

     

     

927,374,801

   

Investment Companies

   

15,667,608

     

     

     

15,667,608

   

Short-Term Investments:

 

Repurchase Agreements

   

     

8,974,198

     

     

8,974,198

   

Derivatives:

 

Swaps**

   

     

7,819,504

     

     

7,819,504

   

Total

 

$

524,019,704

   

$

1,070,896,030

   

$

   

$

1,594,915,734

   

*  Refer to the Fund's Portfolio of Investments for industry classifications and breakdown of $25 Par (or similar) Retail Structures and $1,000 Par (or similar) Institutional Structures classified as Level 2.

**  Represents net unrealized appreciation (depreciation) as reported in the Fund's Portfolio of Investments.

Nuveen Investments
47



Notes to

FINANCIAL STATEMENTS (continued)

Quality Preferred Income 3 (JHP)

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Long-Term Investments*:

 

Common Stocks

 

$

1,385,404

   

$

   

$

   

$

1,385,404

   

Convertible Preferred Securities

   

194,292

     

     

     

194,292

   

$25 Par (or similar) Retail Structures

   

100,023,423

     

4,678,203

     

     

104,701,626

   

Convertible Bonds

   

     

6,557,500

     

     

6,557,500

   

Corporate Bonds

   

     

14,141,790

     

     

14,141,790

   

$1,000 Par (or similar) Institutional Structures

   

1,116,500

     

170,739,432

     

     

171,855,932

   

Investment Companies

   

3,118,585

     

     

     

3,118,585

   

Short-Term Investments:

 

Repurchase Agreements

   

     

2,401,371

     

     

2,401,371

   

Derivatives:

 

Swaps**

   

     

1,492,624

     

     

1,492,624

   

Total

 

$

105,838,204

   

$

200,010,920

   

$

   

$

305,849,124

   

*  Refer to the Fund's Portfolio of Investments for industry classifications and breakdown of $25 Par (or similar) Retail Structures and $1,000 Par (or similar) Institutional Structures classified as Level 2.

**  Represents net unrealized appreciation (depreciation) as reported in the Fund's Portfolio of Investments.

The table below presents the transfers in and out of the three valuation levels for the Funds as of the end of the reporting period when compared to the valuation levels as of the end of the previous fiscal year. Changes in valuation inputs or methodologies may result in transfers into or out of an assigned level within the fair value hierarchy. Transfers in or out of levels are generally due to the availability of publicly available information and to the significance or extent a manager determines that the valuation inputs or methodologies may impact the valuation of those securities.

 

Level 1

 

Level 2

 

Level 3

 

 

Transfers In

 

(Transfers Out)

 

Transfers

 

(Transfers Out)

 

Transfers

 

(Transfers Out)

 

Quality Preferred Income (JTP)

 

$

8,523,795

   

$

   

$

   

$

(8,523,795

)

 

$

   

$

   

The Nuveen funds' Board of Directors/Trustees is responsible for the valuation process and has delegated the oversight of the daily valuation process to the Adviser's Valuation Committee. The Valuation Committee, pursuant to the valuation policies and procedures adopted by the Board of Directors/Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the funds' pricing policies and reporting to the Board of Directors/Trustees. The Valuation Committee is aided in its efforts by the Adviser's dedicated Securities Valuation Team, which is responsible for administering the daily valuation process and applying fair value methodologies as approved by the Valuation Committee. When determining the reliability of independent pricing services for investments owned by the funds, the Valuation Committee, among other things, conducts due diligence reviews of the pricing services and monitors the quality of security prices received through various testing reports conducted by the Securities Valuation Team.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making a fair value determination, based on the facts and circumstances specific to the portfolio instrument. Fair value determinations generally will be derived as follows, using public or private market information:

(i)  If available, fair value determinations shall be derived by extrapolating from recent transactions or quoted prices for identical or comparable securities.

(ii)  If such information is not available, an analytical valuation methodology may be used based on other available information including, but not limited to: analyst appraisals, research reports, corporate action information, issuer financial statements and shelf registration statements. Such analytical valuation methodologies may include, but are not limited to: multiple of earnings, discount from market value of a similar freely-traded security, discounted cash flow analysis, book value or a multiple thereof, risk premium/yield analysis, yield to maturity and/or fundamental investment analysis.

The purchase price of a portfolio instrument will be used to fair value the instrument only if no other valuation methodology is available or deemed appropriate, and it is determined that the purchase price fairly reflects the instrument's current value.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors/Trustees, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such testing and fair valuation occurrences are reported to the Board of Directors/Trustees.

Nuveen Investments
48



3. Portfolio Securities and Investments in Derivatives

Portfolio Securities

Foreign Currency Transactions

To the extent that the Funds invest in securities and/or contracts that are denominated in a currency other than U.S. dollars, the Funds will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the foreign currency will reduce returns or portfolio value. Generally, when the U.S. dollar rises in value against a foreign currency, the Funds' investments denominated in that currency will lose value because its currency is worth fewer U.S. dollars; the opposite effect occurs if the U.S. dollar falls in relative value. Investments and other assets and liabilities denominated in foreign currencies are converted into U.S. dollars on a spot (i.e. cash) basis at the spot rate prevailing in the foreign currency exchange market at the time of valuation. Purchases and sales of investments and income denominated in foreign currencies are translated into U.S. dollars on the respective dates of such transactions.

The books and records of the Funds are maintained in U.S. dollars. Foreign currencies, assets and liabilities are translated into U.S. dollars at 4:00 p.m. Eastern time. Investment transactions, income and expenses are translated on the respective dates of such transactions. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date of the transactions, foreign currency transactions and the difference between the amounts of interest and dividends recorded on the books of a Fund and the amounts actually received.

The realized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with other assets and liabilities on investments, forward foreign currency exchange contracts, futures, options purchased, options written and swaps are recognized as a component of "Net realized gain (loss) from investments and foreign currency," on the Statement of Operations, when applicable.

The unrealized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with other assets and liabilities on investments are recognized as a component of "Change in unrealized appreciation (depreciation) of investments and foreign currency," on the Statement of Operations, when applicable. The unrealized gains and losses resulting from changes in foreign exchange rates associated with forward foreign currency exchange contracts, futures, options purchased, options written and swaps are recognized as a component of "Change in net unrealized appreciation (depreciation) of forward foreign currency exchange contracts, futures contracts, put options purchased, call options written and swaps," respectively, on the Statement of Operations, when applicable.

Repurchase Agreements

In connection with transactions in repurchase agreements, it is each Fund's policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.

Zero Coupon Securities

Each Fund is authorized to invest in zero coupon securities. A zero coupon security does not pay a regular interest coupon to its holders during the life of the security. Income to the holder of the security comes from accretion of the difference between the original purchase price of the security at issuance and the par value of the security at maturity and is effectively paid at maturity. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically.

Investment in Derivatives

Each Fund is authorized to invest in certain derivative instruments, such as futures, options and swap contracts. Each Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim the exclusion from registration by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund. The Funds record derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Funds' investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.

Swap Contracts

Forward interest rate swap transactions involve the Funds' agreement with a counterparty to pay, in the future, a fixed or variable rate payment in exchange for the counterparty paying each Fund a variable or fixed rate payment, the accruals for which would begin at a specified date in the future (the "effective date"). Interest rate swap contracts involve the Funds' agreement with the counterparty to pay or receive a fixed rate payment in exchange for the counterparty receiving or paying a variable rate payment that is intended to approximate the Funds' variable rate payment obligation on any variable rate borrowing. The payment obligation is based on the notional amount of the swap contract. Swap contracts do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to the swap counterparty on such transactions is limited to the net amount of interest payments that each Fund is to receive. Swap contracts are valued daily. Upon entering into an interest rate swap (and beginning on the effective date for a forward interest rate swap), each Fund accrues the fixed rate payment expected to be paid or received and the variable rate payment expected to be received or paid on the swap contracts on a daily basis, and recognizes the daily change in the fair value of the Funds' contractual rights and obligations under the contracts. The net amount recorded for these transactions for each counterparty is recognized on the Statement of Assets and Liabilities as a component of "Unrealized appreciation or depreciation on swaps (, net)" with the change during the fiscal period recognized on the Statement of Operations as a component of "Change in net unrealized appreciation (depreciation) of swaps." Income

Nuveen Investments
49



Notes to

FINANCIAL STATEMENTS (continued)

received or paid by each Fund is recognized as a component of "Net realized gain (loss) from swaps" on the Statement of Operations, in addition to the net realized gains or losses recognized upon the termination of the swap contracts and are equal to the difference between the Funds' basis in the swap and the proceeds from (or cost of) the closing transaction. Payments received or made at the beginning of the measurement period are recognized as a component of "Swap premiums paid and/or received" on the Statement of Assets and Liabilities, when applicable. For tax purposes, periodic payments are treated as ordinary income or expense.

During the fiscal year ended July 31, 2013, each Fund continued to use swap contracts to partially fix the interest cost of leverage, which each Fund uses through the use of bank borrowings.

The average notional amount of swap contracts outstanding during the fiscal year ended July 31, 2013, was as follows:

  Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Average notional amount of swap contracts outstanding*

 

$

158,541,900

   

$

315,612,800

   

$

60,215,600

   

*  The average notional amount is calculated based on the outstanding notional amount at the beginning of the fiscal year and at the end of each fiscal quarter within the current fiscal year.

The following table presents the fair value of all swap contracts held by the Funds as of July 31, 2013, the location of these instruments on the Statement of Assets and Liabilities, and the primary underlying risk exposure.

       

Location on the Statement of Assets and Liabilities

 

Underlying

 

Derivative

 

Asset Derivatives

 

(Liability) Derivatives

 

Risk Exposure

 

Instrument

 

Location

 

Value

 

Location

 

Value

 

Quality Preferred Income (JTP)

 

Interest rate

 

Swaps

 

Unrealized appreciation on

 

$

5,753,610

   

Unrealized depreciation on

 

$

(1,562,421

)

 
       

swaps, net

     

swaps

         

Interest rate

 

Swaps

 

Unrealized appreciation on

   

(251,672

)

   

     

   
       

swaps, net

                 

Total

         

$

5,501,938

       

$

(1,562,421

)

 

Quality Preferred Income 2 (JPS)

 

Interest rate

 

Swaps

 

Unrealized appreciation on

 

$

11,436,562

   

Unrealized depreciation on

 

$

(3,115,258

)

 
       

swaps, net

         

swaps

         

Interest rate

 

Swaps

 

Unrealized appreciation on

   

(501,800

)

   

     

   
       

swaps, net

                 

Total

         

$

10,934,762

       

$

(3,115,258

)

 

Quality Preferred Income 3 (JHP)

 

Interest rate

 

Swaps

 

Unrealized appreciation on

 

$

2,182,536

   

Unrealized depreciation on

 

$

(594,199

)

 
           

swaps, net

     

swaps

         

Interest rate

 

Swaps

 

Unrealized appreciation on

   

(95,713

)

   

     

   
       

swaps, net

                 

Total

         

$

2,086,823

       

$

(594,199

)

 

Nuveen Investments
50



The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on swap contracts for the fiscal year ended July 31, 2013, and the primary underlying risk exposure.

Fund   Underlying
Risk Exposure
  Derivative
Instrument
  Net Realized
Gain (Loss)
  Change in Net
Unrealized
Appreciation
(Depreciation)
 

Quality Preferred Income Fund (JTP)

 

Interest Rate

 

Swaps

 

$

(1,092,414

)

 

$

6,812,734

   

Quality Preferred Income Fund 2 (JPS)

 

Interest Rate

 

Swaps

   

(2,178,127

)    

13,548,313

   

Quality Preferred Income Fund 3 (JHP)

 

Interest Rate

 

Swaps

   

(415,452

)    

2,585,328

   

Market and Counterparty Credit Risk

In the normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each Fund's exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.

Each Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.

4. Fund Shares

Common Shares

Since the inception of the Funds' repurchase program, the Funds have not repurchased any of their outstanding common shares.

Transactions in common shares were as follows:

    Quality Preferred
Income (JTP)
  Quality Preferred
Income 2 (JPS)
  Quality Preferred
Income 3 (JHP)
 
    Year
Ended
7/31/13
  Year
Ended
7/31/12
  Year
Ended
7/31/13
  Year
Ended
7/31/12
  Year
Ended
7/31/13
  Year
Ended
7/31/12
 
Common shares issued to shareholders
due to reinvestment of distributions
   

16,617

     

14,536

     

41,185

     

29,986

     

5,288

     

8,303

   

5. Investment Transactions

Purchases and sales (including maturities but excluding short-term investments and derivative transactions) during the fiscal year ended July 31, 2013, were as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Purchases

 

$

294,502,303

   

$

551,274,273

   

$

99,672,538

   

Sales and maturities

   

258,389,407

     

476,172,173

     

81,068,567

   

6. Income Tax Information

Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment company taxable income 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.

For all open tax years and all major taxing jurisdictions, management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Funds is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Nuveen Investments
51



Notes to

FINANCIAL STATEMENTS (continued)

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 recognition of premium amortization, timing differences in the recognition of income and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts as listed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the net asset values of the Funds.

As of July 31, 2013, the cost and unrealized appreciation (depreciation) of investments (excluding investments in derivatives), as determined on a federal income tax basis, were as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Cost of investments

 

$

769,312,978

   

$

1,526,012,096

   

$

291,074,275

   

Gross unrealized:

 

Appreciation

 

$

48,028,171

   

$

91,825,574

   

$

19,463,145

   

Depreciation

   

(14,637,259

)

   

(30,741,440

)

   

(6,180,920

)

 

Net unrealized appreciation (depreciation) of investments

 

$

33,390,912

   

$

61,084,134

   

$

13,282,225

   

Permanent differences, primarily due to federal taxes paid, treatment of notional principal contracts, bond premium amortization adjustments and complex securities character adjustments, resulted in reclassifications among the Funds' components of common share net assets as of July 31, 2013, the Funds' tax year end, as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Paid-in-surplus

 

$

(73,331

)

 

$

   

$

(186,578

)

 

Undistributed (Over-distribution of) net investment income

   

(3,772,645

)

   

(7,056,083

)

   

(85,931

)

 

Accumulated net realized gain (loss)

   

3,845,976

     

7,056,083

     

272,509

   

The tax components of undistributed net ordinary income and net long-term capital gains as of July 31, 2013, the Funds' tax year end, were as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Undistributed net ordinary income 1

 

$

10,919,089

   

$

8,676,650

   

$

2,435,736

   

Undistributed net long-term capital gains

   

     

     

   

1  Net ordinary income consists of net taxable income derived from dividends, interest and net short-term capital gains, if any. Undistributed net ordinary income (on a tax basis) has not been reduced for the dividend declared on July 1, 2013, paid on August 1, 2013.

The tax character of distributions paid during the Funds' tax years ended July 31, 2013 and July 31, 2012, was designated for purposes of the dividends paid deduction as follows:

2013   Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Distributions from net ordinary income 2

 

$

38,796,241

   

$

79,454,609

   

$

14,807,378

   

Distributions from net long-term capital gains

   

     

     

   

2012

  Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Distributions from net ordinary income 2

 

$

38,781,779

   

$

79,415,830

   

$

14,801,233

   

Distributions from net long-term capital gains

   

     

     

   

2  Net ordinary income consists of net taxable income derived from dividends, interest and net short-term capital gains, if any.

Nuveen Investments
52



As of July 31, 2013, the Funds' tax year end, the Funds had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as shown in the following table. The losses not subject to expiration retain the character reflected and will be utilized first by a Fund, while the losses subject to expiration are considered short-term.

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Expiration:

 

July 31,2016

 

$

   

$

   

$

3,337,964

   

July 31,2017

   

185,009,130

     

294,962,487

     

77,582,335

   

July 31,2018

   

164,307,763

     

317,825,546

     

47,045,512

   

July 31,2019

   

3,371,042

     

10,696,373

     

15,796

   

Not subject to expiration:

 

Short-term losses

   

     

     

   

Long-term losses

   

     

     

   

Total

 

$

352,687,935

   

$

623,484,406

   

$

127,981,607

   

During the Funds' tax year ended July 31, 2013, the Funds utilized capital loss carryforwards as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Utilized capital loss carryforwards

 

$

15,601,420

   

$

28,606,861

   

$

4,366,490

   

7. Management Fees and Other Transactions with Affiliates

Each Fund's management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. Spectrum is compensated for its services to the Funds from the management fees paid to the Adviser. Spectrum also receives compensation on certain portfolio transactions for providing brokerage services to the Funds. During the fiscal year ended July 31, 2013, Quality Preferred Income (JTP), Quality Preferred Income 2 (JPS) and Quality Preferred Income 3 (JHP) paid Spectrum commissions of $82,758, $127,735 and $28,434, respectively.

Each Fund's management fee consists of two components – a fund-level fee, based only on the amount of assets within the Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.

The annual fund-level fee for each Fund, payable monthly, is calculated according to the following schedule:

Average Daily Managed Assets*

 

Fund-Level Fee Rate

 

For the first $500 million

   

.7000

%

 

For the next $500 million

   

.6750

   

For the next $500 million

   

.6500

   

For the next $500 million

   

.6250

   

For managed assets over $2 billion

   

.6000

   

Nuveen Investments
53



Notes to

FINANCIAL STATEMENTS (continued)

The annual complex-level fee for each Fund, payable monthly, is calculated according to the following schedule:

Complex-Level Managed Asset Breakpoint Level*

 

Effective Rate at Breakpoint Level

 
$55 billion    

.2000

%

 
$56 billion    

.1996

   
$57 billion    

.1989

   
$60 billion    

.1961

   
$63 billion    

.1931

   
$66 billion    

.1900

   
$71 billion    

.1851

   
$76 billion    

.1806

   
$80 billion    

.1773

   
$91 billion    

.1691

   
$125 billion    

.1599

   
$200 billion    

.1505

   
$250 billion    

.1469

   
$300 billion    

.1445

   

*  For the fund-level and complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes, leverage includes the funds' use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust's issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen Funds that constitute "eligible assets." Eligible assets do not include assets attributable to investments in other Nuveen Funds and assets in excess of $2 billion added to the Nuveen Fund complex in connection with the Adviser's assumption of the management of the former First American Funds effective January 1, 2011. As of July 31, 2013, the complex-level fee rate for these Funds was .1683%.

The Funds pay no compensation directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen-advised funds.

8. Borrowing Arrangements

Each Fund has entered into a prime brokerage facility ("Borrowings") with BNP Paribas Prime Brokerage, Inc. ("BNP") as a means of leverage. Each Fund's maximum commitment amount under these Borrowings is as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Maximum commitment amount

 

$

235,000,000

   

$

467,000,000

   

$

89,000,000

   

As of July 31, 2013, each Fund's outstanding balance on its Borrowings was as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Outstanding borrowings

 

$

234,000,000

   

$

464,000,000

   

$

89,000,000

   

On December 19, 2012, each Fund amended its prime brokerage facility with BNP. Prior to December 19, 2012, each Fund's maximum commitment amount was as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Maximum commitment amount

 

$

217,000,000

   

$

427,000,000

   

$

81,000,000

   

Nuveen Investments
54



During the fiscal year ended July 31, 2013, the average daily balance outstanding and average annual interest rate on each Fund's Borrowings were as follows:

    Quality
Preferred
Income
(JTP)
  Quality
Preferred
Income 2
(JPS)
  Quality
Preferred
Income 3
(JHP)
 

Average daily balance outstanding

 

$

227,461,538

   

$

449,769,231

   

$

85,906,077

   

Average annual interest rate

   

1.16

%

   

1.16

%

   

1.16

%

 

In order to maintain these Borrowings, the Funds must meet certain collateral, asset coverage and other requirements. Borrowings outstanding are fully secured by securities held in each Fund's portfolio of investments. Interest is charged on these Borrowings for each Fund at the 3-Month London Inter-Bank Offered Rate (LIBOR) plus .85% on the amounts borrowed and .50% on the undrawn balance. Each Fund also incurred a one-time .25% amendment fee on the increase to the maximum commitment amount, which was fully expensed during the current reporting period.

Borrowings outstanding are recognized as "Borrowings" on the Statement of Assets and Liabilities. Interest expense incurred on each Fund's borrowed amount and undrawn balance and the one-time amendment fee are recognized as a component of "Interest expense on borrowings" on the Statement of Operations.

9. New Accounting Pronouncements

Financial Accounting Standards Board ("FASB") Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities

In January 2013, Accounting Standards Update ("ASU") 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact to the financial statements and footnote disclosures, if any.

Nuveen Investments
55




Annual Investment Management
Agreement Approval Process
(Unaudited)

The Board of Trustees (each, a "Board" and each Trustee, a "Board Member") of the Funds, including the Board Members who are not parties to the Funds' advisory or sub-advisory agreements or "interested persons" of any such parties (the "Independent Board Members"), is responsible for approving the advisory agreements (each, an "Investment Management Agreement") between each Fund and Nuveen Fund Advisors, LLC (the "Adviser") and the sub-advisory agreements (each, a "Sub-Advisory Agreement") between the Adviser and Spectrum Asset Management, Inc. (the "Sub-Adviser") (the Investment Management Agreements and the Sub-Advisory Agreements are referred to collectively as the "Advisory Agreements") and their periodic continuation. Pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"), the Board is required to consider the continuation of the Advisory Agreements on an annual basis. Accordingly, at an in-person meeting held on May 20-22, 2013 (the "May Meeting"), the Board, including a majority of the Independent Board Members, considered and approved the continuation of the Advisory Agreements for the Funds for an additional one-year period.

In preparation for its considerations at the May Meeting, the Board requested and received extensive materials prepared in connection with the review of the Advisory Agreements. The materials provided a broad range of information regarding the Funds, the Adviser and the Sub-Adviser (the Adviser and the Sub-Adviser are collectively, the "Fund Advisers" and each, a "Fund Adviser"). As described in more detail below, the information provided included, among other things, a review of Fund performance, including Fund investment performance assessments against peer groups and appropriate benchmarks; a comparison of Fund fees and expenses relative to peers; a description and assessment of shareholder service levels for the Funds; a summary of the performance of certain service providers; a review of product initiatives and shareholder communications; and an analysis of the Adviser's profitability with comparisons to comparable peers in the managed fund business. As part of its annual review, the Board also held a separate meeting on April 17-18, 2013, to review the Funds' investment performance and consider an analysis provided by the Adviser of the Sub-Adviser which generally evaluated the Sub-Adviser's investment team, investment mandate, organizational structure and history, investment philosophy and process, performance of the applicable Fund, and significant changes to the foregoing. As a result of its review of the materials and discussions, the Board presented the Adviser with questions and the Adviser responded.

The materials and information prepared in connection with the annual review of the Advisory Agreements supplement the information and analysis provided to the Board during the year. In this regard, throughout the year, the Board, acting directly or through its committees, regularly reviews the performance and various services provided by the Adviser and the Sub-Adviser. The Board meets at least quarterly as well as at other times as the need arises. At its quarterly meetings, the Board reviews reports by the Adviser regarding, among other things, fund performance, fund expenses, premium and discount levels of closed-end funds, the performance of the investment teams, and compliance, regulatory and risk management matters. In addition to regular reports, the Adviser provides special reports to the Board or a committee thereof from time to time to enhance the Board's understanding of various topics that impact some or all the Nuveen funds (such as accounting and financial statement presentations of the various forms of leverage that may be used by a closed-end fund or an update on the valuation policies and procedures), to update the Board on regulatory developments impacting the investment company industry or to update the Board on the business plans or other matters impacting the Adviser. The Board also meets with key investment personnel managing the fund portfolios during the year. In October 2011, the Board also created two standing committees (the Open-End Fund Committee and the Closed-End Fund Committee) to assist the full Board in monitoring and gaining a deeper insight into the distinctive business practices of open-end and closed-end funds. These Committees meet prior to each quarterly Board meeting, and the Adviser provides presentations to these Committees permitting them to delve further into specific matters or initiatives impacting the respective product line.

Nuveen Investments
56



In addition, the Board continues its program of seeking to have the Board Members or a subset thereof visit each sub-adviser to the Nuveen funds at least once over a multiple year rotation, meeting with key investment and business personnel. In addition, the ad hoc Securities Lending Committee of the Board met with certain service providers and the Audit Committee of the Board made a site visit to three pricing service providers.

The Board considers the information provided and knowledge gained at these meetings and visits during the year when performing its annual review of the Advisory Agreements. The Independent Board Members also are assisted throughout the process by independent legal counsel. Counsel provided materials describing applicable law and the duties of directors or trustees in reviewing advisory contracts. During the course of the year and during their deliberations regarding the review of advisory contracts, the Independent Board Members met with independent legal counsel in executive sessions without management present. In addition, it is important to recognize that the management arrangements for the Nuveen funds are the result of many years of review and discussion between the Independent Board Members and fund management and that the Board Members' conclusions may be based, in part, on their consideration of fee arrangements and other factors developed in previous years.

The Board considered all factors it believed relevant with respect to each Fund, including among other factors: (a) the nature, extent and quality of the services provided by the Fund Advisers, (b) the investment performance of the Fund and Fund Advisers, (c) the advisory fees and costs of the services to be provided to the Fund and the profitability of the Fund Advisers, (d) the extent of any economies of scale, (e) any benefits derived by the Fund Advisers from the relationship with the Fund and (f) other factors. Each Board Member may have accorded different weight to the various factors in reaching his or her conclusions with respect to a Fund's Advisory Agreements. The Independent Board Members did not identify any single factor as all important or controlling. The Independent Board Members' considerations were instead based on a comprehensive consideration of all the information presented. The principal factors considered by the Board and its conclusions are described below.

A. Nature, Extent and Quality of Services

In considering renewal of the Advisory Agreements, the Independent Board Members considered the nature, extent and quality of the Fund Adviser's services, including advisory services and the resulting Fund performance and administrative services. The Independent Board Members further considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Funds, their overall confidence in the capability and integrity of the Adviser and its staff and the Adviser's responsiveness to questions and concerns raised by them. The Independent Board Members reviewed materials outlining, among other things, the Fund Adviser's organization and business; the types of services that the Fund Adviser or its affiliates provide to the Funds; the performance record of the applicable Fund (as described in further detail below); and any applicable initiatives Nuveen had taken for the closed-end fund product line.

In considering advisory services, the Board recognized that the Adviser provides various oversight, administrative, compliance and other services for the Funds and the Sub-Adviser generally provides the portfolio investment management services to the Funds. In reviewing the portfolio management services provided to each Fund, the Board reviewed the materials provided by the Nuveen Investment Services Oversight Team analyzing, among other things, the Sub-Adviser's investment team and changes thereto, organization and history, assets under management, the investment team's philosophy and strategies in managing the Fund, developments affecting the Sub-Adviser or Fund and Fund performance. The Independent Board Members also reviewed portfolio manager compensation arrangements to evaluate each Fund Adviser's ability to attract and retain high quality investment personnel, preserve stability, and reward performance but not provide an inappropriate incentive to take undue risks. In addition, the Board considered the Adviser's execution of its oversight responsibilities over the Sub-Adviser. Given the importance of compliance, the Independent Board Members also considered Nuveen's compliance program, including the report of the chief compliance

Nuveen Investments
57



Annual Investment Management Agreement
Approval Process (Unaudited) (continued)

officer regarding the Funds' compliance policies and procedures; the resources dedicated to compliance; and the record of compliance with the policies and procedures. Given the Adviser's emphasis on business risk, the Board also appointed an Independent Board Member as a point person to review and keep the Board apprised of developments in this area during the year.

In addition to advisory services, the Board considered the quality and extent of administrative and other non-investment advisory services the Adviser and its affiliates provide to the Funds, including product management, investment services (such as oversight of investment policies and procedures, risk management, and pricing), fund administration, oversight of service providers, shareholder services and communications, administration of Board relations, regulatory and portfolio compliance, legal support, managing leverage and promoting an orderly secondary market for common shares. The Board further recognized Nuveen's additional investments in personnel, including in compliance and risk management.

In reviewing the services provided, the Board considered the new services and service enhancements that the Adviser has implemented since the various advisory agreements were last reviewed. In reviewing the activities of 2012, the Board recognized the Adviser's focus on product rationalization for both closed-end and open-end funds during the year, consolidating certain Nuveen funds through mergers that were designed to improve efficiencies and economies of scale for shareholders, repositioning various Nuveen funds through updates in their investment policies and guidelines with the expectation of bringing greater value to shareholders, and liquidating certain Nuveen funds. The Board recognized the Adviser's significant investment in technology initiatives to, among other things, create a central repository for fund and other Nuveen product data, develop a group within the Adviser designed to handle and analyze fund performance data, and implement a data system to support the risk oversight group. The Board also recognized the enhancements in the valuation group within the Adviser, including upgrading the team and process and automating certain basic systems, and in the compliance group with the addition of personnel, particularly within the testing group. With the advent of the Open-End Fund Committee and Closed-End Fund Committee, the Board also noted the enhanced support and comprehensive in-depth presentations provided by the Adviser to these committees.

In addition to the foregoing actions, the Board also considered other initiatives related to the Nuveen closed-end funds, including the significant level of oversight and administration necessary to manage leverage that has become increasingly varied and complex and the ongoing redesign of technology systems to manage and track the various forms of leverage; continued capital management services, including developing shelf offering programs for various funds; the implementation of projects designed to enhance data integrity for information published on the web and to increase the use of data received from third parties to gain market intelligence; and the continued communication efforts with shareholders, fund analysts and financial advisers. With respect to the latter, the Independent Board Members noted Nuveen's continued commitment to supporting the secondary market for the common shares of its closed-end funds through a comprehensive secondary market communication program and campaigns designed to raise investor and analyst awareness and understanding of closed-end funds. Nuveen's support services included, among other things: developing materials covering the Nuveen closed-end fund product line and educational materials regarding closed-end funds; designing and executing various marketing campaigns; supporting and promoting the alternative minimum tax (AMT)-free funds; sponsoring and participating in conferences; communicating with closed-end fund analysts and financial advisers throughout the year; providing marketing and product updates for the closed-end funds; and maintaining and enhancing a closed-end fund website.

Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided to the respective Funds under each applicable Advisory Agreement were satisfactory.

Nuveen Investments
58



B. The Investment Performance of the Funds and Fund Advisers

The Board, including the Independent Board Members, considered the performance history of each Fund over various time periods. The Board reviewed reports, including an analysis of the Funds' performance and the applicable investment team. In general, in considering a fund's performance, the Board recognized that a fund's performance can be reviewed through various measures including the fund's absolute return, the fund's return compared to the performance of other peer funds, and the fund's performance compared to its respective benchmark. Accordingly, the Board reviewed, among other things, each Fund's historic investment performance as well as information comparing the Fund's performance information with that of other funds (the "Performance Peer Group") and with recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks) for the quarter, one-, three- and five-year periods ending December 31, 2012 as well as performance information reflecting the first quarter of 2013. In addition, with respect to closed-end funds (such as the Funds), the Independent Board Members also reviewed historic premium and discount levels, including a summary of actions taken to address or discuss other developments affecting the secondary market discounts of various funds. This information supplemented the fund performance information provided to the Board at each of its quarterly meetings.

In evaluating performance, the Board recognized several factors that may impact the performance data as well as the consideration given to particular performance data. The Board recognized that the performance data reflects a snapshot of time, in this case as of the end of the most recent calendar year or quarter. The Board noted that selecting a different performance period could derive significantly different results. Further, the Board recognized that it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affect long-term performance. The Independent Board Members also noted that the investment experience of a particular shareholder in the Nuveen funds will vary depending on when such shareholder invests in the applicable fund, the class held (if multiple classes are offered in a fund) and the performance of the fund (or respective class) during that shareholder's investment period.

With respect to the comparative performance information, the Board recognized that the usefulness of comparative performance data as a frame of reference to measure a fund's performance may be limited because the Performance Peer Group, among other things, does not adequately reflect the objectives and strategies of the fund, has a different investable universe, or the composition of the peer set may be limited in size or number as well as other factors. In this regard, the Board noted that the Adviser classified, in relevant part, the Performance Peer Groups of certain funds (including the Funds) as having significant differences from the funds but to still be somewhat relevant while the Performance Peer Groups of other funds were classified as having such significant differences as to be irrelevant. Accordingly, while the Board is cognizant of the relative performance of a fund's peer set and/or benchmark(s), the Board evaluated fund performance in light of the respective fund's investment objectives, investment parameters and guidelines and considered that the variations between the objectives and investment parameters or guidelines of the funds with their peers and/or benchmarks result in differences in performance results. In addition, with respect to any Nuveen funds for which the Board has identified performance concerns, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers those steps necessary or appropriate to address such issues, and reviews the results of any efforts undertaken.

In considering the performance data for the Funds, the Independent Board Members noted that the Funds had demonstrated generally favorable performance in comparison to peers. In this regard, although the Nuveen Quality Preferred Income Fund performed in the third quartile for the five-year period, such Fund performed in the second quartile for the one- and three-year periods, outperformed its benchmark in the one- and three-year periods and provided generally comparable performance to its benchmark in the five-year period. In addition, although the Nuveen Quality Preferred Income Fund 2 performed in the third quartile for the five-year period, such Fund performed in the second quartile for the one- and three-year periods and outperformed its benchmark in the one-, three- and five-year periods. Finally,

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Annual Investment Management Agreement
Approval Process (Unaudited) (continued)

although the Nuveen Quality Preferred Income Fund 3 performed in the third quartile for the five-year period, such Fund performed in the second quartile for the one- and three-year periods and outperformed its benchmark in the one-, three- and five-year periods.

Based on their review, the Independent Board Members determined that each Fund's investment performance had been satisfactory.

C. Fees, Expenses and Profitability

1. Fees and Expenses

The Board evaluated the management fees and expenses of each Fund reviewing, among other things, such Fund's gross management fee, net management fee and net expense ratio in absolute terms as well as compared to the fees and expenses of a comparable universe of funds provided by an independent fund data provider (the "Peer Universe") and any expense limitations.

The Independent Board Members further reviewed the methodology regarding the construction of the applicable Peer Universe. In reviewing the comparisons of fee and expense information, the Independent Board Members took into account that in certain instances various factors such as: the limited size and particular composition of the Peer Universe (including the inclusion of other Nuveen funds in the peer set); expense anomalies; changes in the funds comprising the Peer Universe from year to year; levels of reimbursement or fee waivers; the timing of information used; and the differences in the type and use of leverage may impact the comparative data, thereby limiting somewhat the ability to make a meaningful comparison with peers.

In reviewing the fee schedule for a Fund, the Independent Board Members also considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen. In reviewing fees and expenses (excluding leverage costs and leveraged assets, as applicable), the Board considered the expenses and fees to be higher if they were over 10 basis points higher, slightly higher if they were approximately 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Universe. In reviewing the reports, the Board noted that the majority of the Nuveen funds were at, close to or below their peer set average based on the net total expense ratio.

The Independent Board Members noted that the Funds had net management fees that were slightly higher or higher than the peer average, but net expense ratios that were below the peer average.

Based on their review of the fee and expense information provided, the Independent Board Members determined that each Fund's management fees were reasonable in light of the nature, extent and quality of services provided to the Fund.

2. Comparisons with the Fees of Other Clients

The Board recognized that all Nuveen funds have a sub-adviser (which, in the case of the Funds, is a non-affiliated sub-adviser), and therefore, the overall fund management fee can be divided into two components, the fee retained by the Adviser and the fee paid to the sub-adviser. In general terms, the fee to the Adviser reflects the administrative services it provides to support the funds, and while some administrative services may occur at the sub-adviser level, the fee generally reflects the portfolio management services provided by the sub-adviser. The Independent Board Members reviewed information regarding the nature of services provided by the Adviser (including through its affiliated sub-advisers), and the range of fees and average fee such sub-advisers assessed for such services to other clients. Such other clients include separately managed accounts (both retail and institutional accounts), hedge funds, foreign investment funds offered by Nuveen and funds that are not offered by Nuveen but are sub-advised

Nuveen Investments
60



by one of Nuveen's investment management teams. In evaluating the comparisons of fees, the Independent Board Members noted that the fee rates charged to the Funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Funds. Accordingly, the Independent Board Members considered the differences in the product types, including, but not limited to, the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Independent Board Members noted, in particular, that the range of services provided to the Funds (as discussed above) is much more extensive than that provided to separately managed accounts. Many of the additional administrative services provided by the Adviser are not required for institutional clients. The Independent Board Members further noted that the management fee rates of the foreign funds advised by the Adviser may vary due to, among other things, differences in the client base, governing bodies, operational complexities and services covered by the management fee. Given the inherent differences in the various products, particularly the extensive services provided to the Funds, the Independent Board Members believe such facts justify the different levels of fees.

In considering the fees of the Sub-Adviser, the Independent Board Members also considered the pricing schedule or fees that the Sub-Adviser charges for other clients. The Independent Board Members further noted that the fees paid to the Sub-Adviser for its sub-advisory services were at or below the low end of its fee schedule or of its average fees earned. The Independent Board Members also noted that the sub-advisory fees were the result of arm's-length negotiations.

3. Profitability of Fund Advisers

In conjunction with their review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities and its financial condition. The Independent Board Members reviewed the revenues and expenses of Nuveen's advisory activities for the last two calendar years, the allocation methodology used in preparing the profitability data and an analysis of the key drivers behind the changes in revenues and expenses that impacted profitability in 2012. The Independent Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Independent Board Members noted that they have an Independent Board Member serve as a point person to review and keep them apprised of changes to the profitability analysis and/or methodologies during the year. The Independent Board Members also considered Nuveen's revenues for advisory activities, expenses, and profit margin compared to that of various unaffiliated management firms with comparable assets under management (based on asset size and asset composition).

In reviewing profitability, the Independent Board Members recognized the Adviser's continued investment in its business to enhance its services, including capital improvements to investment technology, updated compliance systems, and additional personnel. In addition, in evaluating profitability, the Independent Board Members also recognized the subjective nature of determining profitability which may be affected by numerous factors including the allocation of expenses and that various allocation methodologies may each be reasonable but yield different results. Further, the Independent Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser's particular business mix, capital costs, types of funds managed and expense allocations. Notwithstanding the foregoing, the Independent Board Members reviewed Nuveen's methodology and assumptions for allocating expenses across product lines to determine profitability. Based on their review, the Independent

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Annual Investment Management Agreement
Approval Process (Unaudited) (continued)

Board Members concluded that the Adviser's level of profitability for its advisory activities was reasonable in light of the services provided.

The Independent Board Members also considered the Sub-Adviser's revenues, expenses and profitability margins for its advisory activities with the Funds. Based on their review, the Independent Board Members were satisfied that the Sub-Adviser's level of profitability was reasonable in light of the services provided.

In evaluating the reasonableness of the compensation, the Independent Board Members also considered other amounts paid to a Fund Adviser by the Funds as well as indirect benefits (such as soft dollar arrangements), if any, the Fund Adviser and its affiliates receive, or are expected to receive, that are directly attributable to the management of the Funds. See Section E below for additional information on indirect benefits a Fund Adviser may receive as a result of its relationship with the Funds. Based on their review of the overall fee arrangements of each Fund, the Independent Board Members determined that the advisory fees and expenses of the respective Fund were reasonable.

D. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale

With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. One method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex are comprised of a fund-level component and a complex-level component, subject to certain exceptions. Accordingly, the Independent Board Members reviewed and considered the applicable fund-level breakpoints in the advisory fee schedules that reduce advisory fees as asset levels increase. Further, the Independent Board Members noted that although closed-end funds may from time-to-time make additional share offerings, the growth of their assets will occur primarily through the appreciation of such funds' investment portfolio.

In addition to fund-level advisory fee breakpoints, the Board also considered the Funds' complex-wide fee arrangement. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex are generally reduced as the assets in the fund complex reach certain levels. The complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the notion that some of Nuveen's costs are attributable to services provided to all its funds in the complex and therefore all funds benefit if these costs are spread over a larger asset base. In addition, with the acquisition of the funds previously advised by FAF Advisors, Inc. at the end of 2010, the Board noted that a portion of such funds' assets at the time of acquisition were deemed eligible to be included in the complex-wide fee calculation in order to deliver fee savings to shareholders in the combined complex and such funds were subject to differing complex-level fee rates.

Based on their review, the Independent Board Members concluded that the breakpoint schedules and complex-wide fee arrangement were acceptable and reflect economies of scale to be shared with shareholders when assets under management increase.

E. Indirect Benefits

In evaluating fees, the Independent Board Members received and considered information regarding potential "fall out" or ancillary benefits the respective Fund Adviser or its affiliates may receive as a result of its relationship with each Fund. In this regard, the Independent Board Members considered any revenues received by affiliates of the Adviser for serving as co-manager in initial public offerings of new closed-end funds as well as revenues received in connection with secondary offerings.

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In addition to the above, the Independent Board Members considered whether the Fund Advisers received any benefits from soft dollar arrangements whereby a portion of the commissions paid by a Fund for brokerage may be used to acquire research that may be useful to the Fund Adviser in managing the assets of the Funds and other clients. The Funds' portfolio transactions are determined by the Sub-Adviser. The Board noted that the Sub-Adviser does not direct Fund trades through non-affiliated broker-dealers and therefore does not have any brokerage to provide in order to receive research or related services on a soft dollar basis. The Sub-Adviser, however, may from time to time receive research from various firms with which it transacts client business, but it has no arrangements with these firms. The Sub-Adviser also serves as its own broker for portfolio transactions for the Nuveen funds it advises and therefore may receive some indirect compensation.

Based on their review, the Independent Board Members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Funds were reasonable and within acceptable parameters.

F. Other Considerations

The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of each Advisory Agreement are fair and reasonable, that the respective Fund Adviser's fees are reasonable in light of the services provided to each Fund and that the Advisory Agreements be renewed.

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Board Members & Officers* (Unaudited)

The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. The number of trustees of the Funds is currently set at twelve. None of the trustees who are not "interested" persons of the Funds (referred to herein as "independent trustees") has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below.

Name,
Year of Birth
& Address
  Position(s) Held with
the Funds

  Year First
Elected or
Appointed
and Term(1)
  Principal Occupation(s)
including other Directorships
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Board Member
 

Independent Board Members:

         
nWILLIAM J. SCHNEIDER      
1944
333 W. Wacker Drive
Chicago, IL 60606
 

Chairman of the Board and Board Member

  1996
Class III
 

Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; an owner in several other Miller Valentine entities; member, Mid-America Health System; Board Member of Tech Town, Inc., a not-for-profit community development company; Board Member of WDPR Public Radio station; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank and University of Dayton Business School Advisory Council.

 

211

 
nROBERT P. BREMNER      
1940
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  1996
Class III
 

Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute.

 

211

 
nJACK B. EVANS      
1948
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  1999
Class III
 

President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Chairman, United Fire Group, a publicly held company; formerly, member and President Pro Tem of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.

 

211

 

Nuveen Investments
64



Name,
Year of Birth
& Address
  Position(s) Held with
the Funds

  Year First
Elected or
Appointed
and Term(1)
  Principal Occupation(s)
including other Directorships
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Board Member
 

Independent Board Members (continued):

         
nWILLIAM C. HUNTER      
1948
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  2004
Class I
 

Dean Emeritus (since June 30, 2012), formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2004) of Xerox Corporation; Director (since 2005), and President (since July 2012) Beta Gamma Sigma, Inc., The International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University.

 

211

 
nDAVID J. KUNDERT      
1942
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  2005
Class II
 

Formerly, Director, Northwestern Mutual Wealth Management Company; (2006-2013) retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, Member of Investment Committee, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; member of the Board of Directors (Milwaukee), College Possible.

 

211

 
nJOHN K. NELSON      
1962
333 West Wacker Drive
Chicago, IL 60606
 

Board Member

  2013
Class II
 

Senior external advisor to the financial services practice of Deloitte Consulting LLP (since 2012); Member of Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing and communications strategies for clients; Chairman of the Board of Trustees of Marian University (since 2010 as trustee, 2011 as Chairman); Director of The Curran Center for Catholic American Studies (since 2009) and The President's Council, Fordham University (since 2010); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate Executive Vice President and Head of Global Markets—the Americas (2006-2007), CEO of Wholesale Banking—North America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice President Trading—North America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City.

 

211

 

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65



Board Members & Officers* (Unaudited) (continued)

Name,
Year of Birth
& Address
  Position(s) Held with
the Funds

  Year First
Elected or
Appointed
and Term(1)
  Principal Occupation(s)
including other Directorships
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Board Member
 

Independent Board Members (continued):

         
nJUDITH M. STOCKDALE      
1947
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  1997
Class I
 

Formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).

 

211

 
nCAROLE E. STONE      
1947
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  2007
Class I
 

Director, Chicago Board Options Exchange (since 2006), C2 Options Exchange, Incorporated (since 2009) and CBOE Holdings, Inc. (since 2010); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).

 

211

 
nVIRGINIA L. STRINGER      
1944
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  2011
Class I
 

Board Member, Mutual Fund Directors Forum; former governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc. a management consulting firm; former Member, Governing Board, Investment Company Institute's Independent Directors Council; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company; Independent Director, First American Fund Complex (1987-2010) and Chair (1997-2010).

 

211

 
nTERENCE J. TOTH      
1959
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  2008
Class II
 

Managing Partner, Promus Capital (since 2008); Director, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); member: Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Chairman, and Mather Foundation Board (since 2012), and a member of its investment committee; formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).

 

211

 

Nuveen Investments
66



Name,
Year of Birth
& Address
  Position(s) Held with
the Funds

  Year First
Elected or
Appointed
and Term(1)
  Principal Occupation(s)
including other Directorships
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Board Member
 

Interested Board Members:

         
nWILLIAM ADAMS IV(2)      
1955
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

  2013
Class II
 

Senior Executive Vice President, Global Structured Products (since 2010); Co-President of Nuveen Fund Advisors, LLC (since 2011); President (since 2011), formerly, Managing Director (2010-2011) of Nuveen Commodities Asset Management, LLC; Board Member of the Chicago Symphony Orchestra and of Gilda's Club Chicago; formerly, Executive Vice President, U.S. Structured Products, of Nuveen Investments, Inc. (1999-2010).

 

135

 
nTHOMAS S. SCHREIER, JR.(2)      
1962
333 West Wacker Drive
Chicago, IL 60606
 

Board Member

  2013
Class III
 

Vice Chairman, Wealth Management of Nuveen Investments, Inc. (since 2011); Co-President of Nuveen Fund Advisors, LLC; Chairman of Nuveen Asset Management, LLC (since 2011); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2011); Member of Board of Governors and Chairman's Council of the Investment Company Institute; formerly, Chief Executive Officer (2000-2010) and Chief Investment Officer (2007-2010) of FAF Advisors, Inc.; formerly, President of First American Funds (2001-2010).

 

135

 
Name,
Year of Birth
and Address
  Position(s) Held with
the Funds
  Year First
Elected or
Appointed(3)
  Principal Occupation(s)
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Officer
 
Officers of the Funds:          
nGIFFORD R. ZIMMERMAN      
1956
333 W. Wacker Drive
Chicago, IL 60606
  Chief
Administrative
Officer
 

1988

 

Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director, Associate General Counsel and Assistant Secretary, of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Nuveen Investments Advisers Inc. (since 2002), Santa Barbara Asset Management, LLC (since 2006), and of Winslow Capital Management, LLC, (since 2010); Vice President and Assistant Secretary (since 2013), formerly, Chief Administrative Officer and Chief Compliance Officer (2006-2013) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.

 

211

 

Nuveen Investments
67



Board Members & Officers* (Unaudited) (continued)

Name,
Year of Birth
and Address
  Position(s) Held with
the Funds
  Year First
Elected or
Appointed(3)
  Principal Occupation(s)
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Officer
 
Officers of the Funds (continued):          
nCEDRIC H. ANTOSIEWICZ      
1962
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 

2007

 

Managing Director of Nuveen Securities, LLC.

 

103

 
nMARGO L. COOK      
1964
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 

2009

 

Executive Vice President (since 2008) of Nuveen Investments, Inc. and of Nuveen Fund Advisors, LLC (since 2011); Managing Director-Investment Services of Nuveen Commodities Asset Management, LLC (since August 2011), previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.

 

211

 
nLORNA C. FERGUSON      
1945
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 

1998

 

Managing Director (since 2005) of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC (since 2004).

 

211

 
nSTEPHEN D. FOY      
1954
333 W. Wacker Drive
Chicago, IL 60606
  Vice President
and Controller
 

1998

 

Senior Vice President (2010-2011), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Senior Vice President (since 2013), formerly, Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); Certified Public Accountant.

 

211

 
nSCOTT S. GRACE      
1970
333 W. Wacker Drive
Chicago, IL 60606
  Vice President
and Treasurer
 

2009

 

Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, LLC, Nuveen Investments Advisers, Inc., Nuveen Investments Holdings Inc. and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley's Global Financial Services Group (2000-2003); Chartered Accountant Designation.

 

211

 
nWALTER M. KELLY      
1970
333 W. Wacker Drive
Chicago, IL 60606
  Chief Compliance
Officer and
Vice President
 

2003

 

Senior Vice President (since 2008) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, LLC; Senior Vice President (since 2008) of Nuveen Investment Holdings, Inc.; formerly, Senior Vice President (2008-2011) of Nuveen Securities, LLC.

 

211

 

Nuveen Investments
68



Name,
Year of Birth
and Address
  Position(s) Held with
the Funds
  Year First
Elected or
Appointed(3)
  Principal Occupation(s)
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Officer
 
Officers of the Funds (continued):          
nTINA M. LAZAR      
1961
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 

2002

 

Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, LLC.

 

211

 
nKEVIN J. MCCARTHY      
1966
333 W. Wacker Drive
Chicago, IL 60606
  Vice President
and Secretary
 

2007

 

Managing Director and Assistant Secretary (since 2008), Nuveen Securities, LLC; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008), and Assistant Secretary, Nuveen Investment Holdings, Inc.; Vice President (since 2007) and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, and of Winslow Capital Management, LLC, (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC.

 

211

 
nKATHLEEN L. PRUDHOMME      
1953
901 Marquette Avenue
Minneapolis, MN 55402
  Vice President and
Assistant Secretary
 

2011

 

Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010).

 

211

 
nJOEL T. SLAGER      
1978
333 West Wacker Drive
Chicago, IL 60606
  Vice President and
Assistant Secretary
 

2013

 

Fund Tax Director for Nuveen Funds (since May, 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to 2013); Tax Director at PricewaterhouseCoopers LLP (from 2008 to 2010).

 

211

 

(1)  Board Members serve three year terms, except for two board members who are elected by the holders of Preferred Shares. The Board of Trustees is divided into three classes, Class I, Class II, and Class III, with each being elected to serve until the third succeeding annual shareholders' meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed. The first year elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen Complex.

(2)  "Interested person" as defined in the 1940 Act, by reason of his position with Nuveen Investments, Inc. and certain of its subsidiaries, which are affiliates of the Nuveen Funds.

(3)  Officers serve one year terms through August 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.

*  Represents the Fund's Board of Trustees as of September 1, 2013.

Nuveen Investments
69



Reinvest Automatically,
Easily and Conveniently

Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.

Nuveen Closed-End Funds Automatic Reinvestment Plan

Your Nuveen Closed-End Fund allows you to conveniently reinvest 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 compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on 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 quarter you'll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.

How shares are purchased

The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund's shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares' net asset value or 95% of the shares' market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the 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.

You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan.

The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.

Call today to start reinvesting distributions

For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (800) 257-8787.

Nuveen Investments
70



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.

•  Barclays U.S. Aggregate Bond Index: An unmanaged index that includes all investment-grade, publicly issued, fixed-rate, dollar denominated, nonconvertible debt issues and commercial mortgage-backed securities with maturities of at least one year and outstanding par values of $150 million or more. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

•  Comparative Index: A blended return consisting of: 1) 55% of the Merrill Lynch Fixed Rate Index, an unmanaged index of investment-grade, exchange traded preferred stocks with outstanding market values of at least $30 million and at least one year to maturity; and 2) 45% of the Barclays Tier 1 Capital Securities USD Index, an unmanaged index that includes securities that can generally be viewed as hybrid fixed-income securities that either receive regulatory capital treatment or a degree of "equity credit'' from a rating agency. Index returns do not include the effects of any sales charges or management fees.

•  Effective Leverage: Effective leverage is a fund's effective economic leverage, and includes both regulatory leverage (see below) and the leverage effects of certain derivative investments in the fund's portfolio that increase the funds' investment exposure.

•  Gross Domestic Product (GDP): The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports.

•  Leverage: Using borrowed money to invest in securities or other assets, seeking to increase the return of an investment or portfolio.

•  Net Asset Value (NAV): The net market value of all securities held in a portfolio.

•  Net Asset Value (NAV) Per Share: The market value of one share of a mutual fund or closed-end fund. For a fund, the NAV is calculated daily by taking the fund's total assets (securities, cash, and accrued earnings), subtracting the fund's liabilities, and dividing by the number of shares outstanding.

•  Regulatory Leverage: Regulatory leverage consists of preferred shares issued by or borrowings of a fund. Both of these are part of a fund's capital structure. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company Act of 1940.

Nuveen Investments
71




Notes

Nuveen Investments
72



Notes

Nuveen Investments
73



Notes

Nuveen Investments
74




Additional Fund Information

Board of Trustees*

William Adams IV**
William J. Schneider
  Robert P. Bremner
Thomas S. Schreier, Jr.**
  Jack B. Evans
Judith M. Stockdale
  William C. Hunter
Carole E. Stone
  David J. Kundert
Virginia L. Stringer
  John K. Nelson
Terence J. Toth
 

*  Represents the Fund's Board of Trustees as of September 1, 2013.

**  "Interested person" as defined in the 1940 Act, by reason of his position with Nuveen Investments, Inc. and certain of its subsidiaries, which are affiliates of the Nuveen Funds.

Fund Manager
Nuveen Fund Advisors, LLC
333 West Wacker Drive
Chicago, IL 60606
  Custodian
State Street Bank
& Trust Company
Boston, MA 02111
  Legal Counsel
Chapman and Cutler LLP
Chicago, IL 60603
  Independent Registered
Public Accounting Firm
Ernst & Young LLP
Chicago, IL 60606
  Transfer Agent and
Shareholder Services
State Street Bank
& Trust Company
Nuveen Funds
P.O. Box 43071
Providence, RI 02940-3071
(800) 257-8787
 

Quarterly Form N-Q Portfolio of Investments Information

Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. You may obtain this information directly from the SEC. 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 toll-free at (800) SEC -0330 for room hours and operation.

Nuveen Funds' Proxy Voting Information

You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen's website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen Investments toll free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.

CEO Certification Disclosure

Each Fund's Chief Executive Officer has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. The Fund has filed with the SEC the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.

Common Share Information

Each Fund intends to repurchase shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report, each Fund repurchased shares of its common stock as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.

 

JTP

 

JPS

 

JHP

 

Common shares repurchased

   

     

     

   

Distribution Information

Each Fund hereby designates its percentages of dividends paid from net ordinary income as dividends qualifying for the 70% dividends received deduction (DRD) for corporations and its percentages as qualified dividend income (QDI) for individuals under Section 1(h)(11) of the Internal Revenue Code as shown in the accompanying table. The actual qualified dividend income distributions will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year end.

 

JTP

 

JPS

 

JHP

 
% QDI    

35.31

%

   

38.62

%

   

36.35

%

 
% DRD    

13.67

%

   

15.96

%

   

14.68

%

 

Nuveen Investments
75



Nuveen Investments:
Serving Investors for Generations

Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality equity and fixed-income solutions designed to be integral components of a well-diversified core portfolio.

Focused on meeting investor needs.

Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutional and individual investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets a wide range of specialized investment solutions which provide investors access to capabilities of its high-quality boutique investment affiliates—Nuveen Asset Management, Symphony Asset Management, NWQ Investment Management Company, Santa Barbara Asset Management, Tradewinds Global Investors, Winslow Capital Management and Gresham Investment Management. In total, Nuveen Investments managed approximately $216 billion as of June 30, 2013.

Find out how we can help you.

To learn more about how the products and services of Nuveen Investments may be able to help you meet your financial goals, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.

Learn more about Nuveen Funds at: www.nuveen.com/cef

Distributed by
Nuveen Securities, LLC
333 West Wacker Drive
Chicago, IL 60606
www.nuveen.com/cef

EAN-A-0713D




 

ITEM 2. CODE OF ETHICS.

 

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the Code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx. (To view the code, click on Code of Conduct.)

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

The registrant’s Board of Directors or Trustees (“Board”) determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrant’s audit committee financial expert is Carole E. Stone, who is “independent” for purposes of Item 3 of Form N-CSR.

 

Ms. Stone served for five years as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was actively involved in overseeing the development of the State’s operating, local assistance and capital budgets, its financial plan and related documents; overseeing the development of the State’s bond-related disclosure documents and certifying that they fairly presented the State’s financial position; reviewing audits of various State and local agencies and programs; and coordinating the State’s system of internal audit and control. Prior to serving as Director, Ms. Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as Deputy Budget Director. Ms. Stone has also served as Chair of the New York State Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. These positions have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting. Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board Options Exchange, and of C2 Options Exchange. Ms. Stone’s position on the boards of these entities and as a member of both CBOE Holdings’ Audit Committee and its Finance Committee has involved, among other things, the oversight of audits, audit plans and preparation of financial statements.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

NUVEEN QUALITY PREFERRED INCOME FUND 2

 

The following tables show the amount of fees that Ernst & Young LLP, the Fund’s auditor, billed to the Fund during the Fund’s last two full fiscal years. For engagements with Ernst & Young LLP the Audit Committee approved in advance all audit services and non-audit services that Ernst & Young LLP provided to the Fund, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.

 

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

 

SERVICES THAT THE FUND’S AUDITOR BILLED TO THE FUND

 

 

 

Audit Fees Billed

 

Audit-Related Fees

 

Tax Fees

 

All Other Fees

 

Fiscal Year Ended

 

to Fund (1)

 

Billed to Fund (2)

 

Billed to Fund (3)

 

Billed to Fund (4)

 

July 31, 2013

 

$

25,300

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

0

%

 

 

 

 

 

 

 

 

 

 

July 31, 2012

 

$

24,300

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

0

%

 


(1) “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

 

(2) “Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage.

 

(3) “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.

 

(4) “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.

 



 

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 Fund Advisors, LLC (formerly Nuveen Fund Advisors, Inc.) (the “Adviser” or “NFA”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two full fiscal years.

 

The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid to Ernst & Young LLP by the Fund, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the Fund’s audit is completed.

 

 

 

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

 

Fiscal Year Ended

 

Service Providers

 

Service Providers

 

Service Providers

 

July 31, 2013

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

 

 

 

 

 

 

 

 

July 31, 2012

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

 

NON-AUDIT SERVICES

 

The following table shows the amount of fees that Ernst & Young LLP billed during the Fund’s last two full fiscal years for non-audit services. The Audit Committee is required to pre-approve non-audit services that Ernst & Young LLP provides to the Adviser and any Affiliated Fund Services Provider, if the engagement related directly to the Fund’s operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit Committee requested and received information from Ernst & Young LLP about any non-audit services that Ernst & Young LLP rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating Ernst & Young LLP’s independence.

 

 

 

 

 

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

 

 

 

Fiscal Year Ended

 

Billed to Fund

 

reporting of the Fund)

 

engagements)

 

Total

 

July 31, 2013

 

$

0

 

$

0

 

$

0

 

$

0

 

July 31, 2012

 

$

0

 

$

0

 

$

0

 

$

0

 

 

“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.

 

Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

 

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Fund by the Fund’s independent accountants and (ii) all audit and non-audit services to be performed by the Fund’s independent accountants for the Affiliated Fund Service Providers with respect to operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent accountants for the Fund and Affiliated Fund Service Providers (with respect to operations and financial reports of the Fund) such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.

 



 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

The registrant’s Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Robert P. Bremner, Terence J. Toth, William J. Schneider, Carole E. Stone and David J. Kundert.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

 

a) See Portfolio of Investments in Item 1.

 

b) Not applicable.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

The Adviser, Nuveen Fund Advisors, LLC (formerly known as Nuveen Fund Advisors, Inc.), has engaged Spectrum Asset Management, Inc. (“Spectrum” or “Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services. As part of these services, the Adviser has also delegated to the Sub-Adviser the full responsibility for proxy voting and related duties in accordance with the Sub-Adviser’s policy and procedures. The Adviser periodically will monitor the Sub-Adviser’s voting to ensure that they are carrying out their duties. The Sub-Adviser’s proxy voting policies and procedures are summarized as follows:

 

Spectrum has adopted a Policy on Proxy Voting for Investment Advisory Clients (the “Voting Policy”), which provides that Spectrum aims to ensure that, when delegated proxy voting authority by a client, Spectrum act (1) solely in the interest of the client in providing for ultimate long-term stockholder value, and (2) without undue influence from individuals or groups who may have an economic interest in the outcome of a proxy vote. Spectrum relies on the custodian bank to deliver proxies to Spectrum for voting.

 

Spectrum has selected RiskMetrics Group (formerly ISS) to assist with Spectrum’s proxy voting responsibilities. Spectrum generally follows RiskMetrics standard proxy voting guidelines which embody the positions and factors Spectrum considers important in casting proxy votes. In connection with each proxy vote, RiskMetrics prepares a written analysis and recommendation based on its guidelines. In order to avoid any conflict of interest for RiskMetrics, the CCO will require RiskMetrics to deliver additional information or certify that RiskMetrics has adopted policies and procedures to detect and mitigate such conflicts of interest in issuing voting recommendations. Spectrum also may obtain voting recommendations from two proxy voting services as an additional check on the independence of RiskMetrics’ voting recommendations.

 

Spectrum may, on any particular proxy vote, diverge from RiskMetrics’ guidelines or recommendations. In such a case, Spectrum’s Voting Policy requires that: (i) the requesting party document the reason for the request; (ii) the approval of the Chief Investment Officer; (iii) notification to appropriate compliance personnel; (iv) a determination that the decision is not influenced by any conflict of interest; and (v) a written record of the process.

 

When Spectrum determines not to follow RiskMetrics’ guidelines or recommendations, Spectrum classifies proxy voting issues into three broad categories: (1) Routine Administrative Items; (2) Special Interest Issues; and (3) Issues having the Potential for Significant Economic Impact, and casts proxy votes in accordance with the philosophy and decision guidelines developed for that category in the Voting Policy.

 

·        Routine Administrative Items. Spectrum is willing to defer to management on matters a routine administrative nature. Examples of issues on which Spectrum will normally defer to management’s recommendation include selection of auditors, increasing the authorized number of common shares and the election of unopposed directors.

 

·        Special Interest Issues. In general, Spectrum will abstain from voting on shareholder social, political, environmental proposals because their long-term impact on share value cannot be calculated with any reasonable degree of confidence.

 

·        Issues Having the Potential for Significant Economic Impact. Spectrum is not willing to defer to management on proposals which have the potential for major economic impact on the corporation and value of its shares and believes such issues should be carefully analyzed and decided by shareholders. Examples of such issues are classification of board of directors’ cumulative voting and supermajority

 



 

provisions, defensive strategies (e.g., greenmail prevention), business combinations and restructurings and executive and director compensation.

 

Conflicts of Interest. There may be a material conflict of interest when Spectrum votes, on behalf of a client, a proxy that is solicited by an affiliated person of Spectrum or another Spectrum client. To avoid such conflicts, Spectrum has established procedures under its Voting Policy to seek to ensure that voting decisions are based on a client’s best interests and are not the product of a material conflict. In addition to employee monitoring for potential conflicts, the CCO reviews Spectrum’s and its affiliates’ material business relationships and personal and financial relationships of senior personnel of Spectrum and its affiliates to monitor for conflicts of interest.

 

If a conflict of interest is identified, Spectrum considers both financial and non-financial materiality to determine if a conflict of interest is material. If a material conflict of interest is found to exist, the CCO discloses the conflict to affected clients and obtains consent from each client in the manner in which Spectrum proposed to vote.

 

Spectrum clients can obtain a copy of the Voting Policy or information on how Spectrum voted their proxies by calling Spectrum’s Compliance Department at (203) 322-0189.

 



 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Nuveen Fund Advisors, LLC, formerly known as Nuveen Fund Advisors, Inc., is the registrant’s investment adviser (also referred to as the “Adviser”).  The Adviser is responsible for the selection and on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services.  The Adviser has engaged Spectrum Asset Management, Inc. (“Spectrum” or “Sub-Adviser”), as sub-adviser to provide discretionary investment advisory services.  The following section provides information on the portfolio managers at the Sub-Adviser.

 

Item 8(a)(1).         PORTFOLIO MANAGER BIOGRAPHIES

 

MARK A. LIEB - Mr. Lieb is the Founder, President and Chief Executive Officer of Spectrum.  Prior to founding Spectrum in 1987, Mr. Lieb was a Founder, Director and Partner of DBL Preferred Management, Inc., a wholly owned corporate cash management subsidiary of Drexel Burnham Lambert, Inc.  Mr. Lieb was instrumental in the formation and development of all aspects of DBL Preferred Management, Inc., including the daily management of preferred stock portfolios for institutional clients, hedging strategies, and marketing strategies.  Mr. Lieb’s prior employment included the development of the preferred stock trading desk at Mosley Hallgarten & Estabrook.  BA Economics, Central Connecticut State College; MBA Finance, University of Hartford.

 

L. PHILLIP JACOBY, IV - Mr. Jacoby is an Executive Director and Chief Investment Officer of Spectrum. Mr. Jacoby joined Spectrum in 1995 as a Portfolio Manager and most recently held the position of Managing Director and Senior Portfolio Manager until his appointment as CIO on January 1, 2010, following the planned retirement of his predecessor.  Prior to joining Spectrum, Mr. Jacoby was a Senior Investment Officer at USL Capital Corporation (a subsidiary of Ford Motor Corporation) and co-manager of the preferred stock portfolio of its US Corporate Financing Division for six years. Mr. Jacoby began his career in 1981 with The Northern Trust Company, Chicago and then moved to Los Angeles to join E.F. Hutton & Co. as a Vice President and Institutional Salesman, Generalist Fixed Income Sales through most of the 1980s.  BSBA Finance, Boston University School of Management.

 

Item 8(a)(2).         OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS

 

Portfolio Manager 

 

Type of Account
Managed

 

Number of
Accounts

 

Assets*

 

Phillip Jacoby

 

Separately Managed accounts

 

37

 

$

6,157,709,183

 

 

 

Pooled Accounts

 

6

 

$

2,109,843,897

 

 

 

Registered Investment Vehicles

 

5

 

$

7,248,954,931

 

 

 

 

 

 

 

 

 

Mark Lieb

 

Separately Managed accounts

 

38

 

$

6,172,109,187

 

 

 

Pooled Accounts

 

5

 

$

2,109,843,897

 

 

 

Registered Investment Vehicles

 

5

 

$

7,248,954,931

 

 


*   Assets are as of July 31, 2013.  None of the assets in these accounts are subject to an advisory fee based on performance.

 

POTENTIAL MATERIAL CONFLICTS OF INTEREST

 

There are no material conflicts of interest to report.

 

Item 8(a)(3).         FUND MANAGER COMPENSATION

 

The structure and method used to determine the compensation of Spectrum Asset Management’s portfolio managers is as follows:

 

All Spectrum portfolio managers are paid a base salary and discretionary bonus.  Salaries are established based on a benchmark of national salary levels of relevant asset management firms, taking into account each portfolio

 



 

manager’s position and responsibilities, experience, contribution to client servicing, compliance with firm and/or regulatory policies and procedures, work ethic, seniority and length of service, and contribution to the overall functioning of the organization.  Base salaries are fixed, but are subject to periodic adjustments, usually on an annual basis.

 

The discretionary bonus component is variable and may represent a significant proportion of an individual’s total annual compensation.  Discretionary bonuses are determined quarterly and are based on a methodology used by senior management that takes into consideration several factors, including but not necessarily limited to those listed below:

 

·                                                     Changes in overall firm assets under management, including those assets in the Fund. (Portfolio managers are not directly incentivized to increase assets (“AUM”), although they are indirectly compensated as a result of an increase in AUM)

·                                                     Portfolio performance (on a pre-tax basis) relative to benchmarks measured annually. (The relevant benchmark is a custom benchmark composed of 50% Merrill Lynch Preferred Stock - Fixed Rate Index and 50% Barclays Capital Securities US Tier 1 Index)

·                                                     Contribution to client servicing

·                                                     Compliance with firm and/or regulatory policies and procedures

·                                                     Work ethic

·                                                     Seniority and length of service

·                                                     Contribution to overall functioning of organization

 

Total compensation is designed to be globally competitive and is evaluated annually relative to other top-tier asset management firms.

 

Item 8(a)(4).         OWNERSHIP OF JPS SECURITIES AS OF JULY 31, 2013

 

Name of Portfolio Manager

 

Dollar range of equity securities beneficially owned
in Fund

 

Phillip Jacoby

 

$50,001-$100,000

 

Mark Lieb

 

$100,001-$500,000

 

 



 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board implemented after the registrant last provided disclosure in response to this Item.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)(17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

 

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

 

File the exhibits listed below as part of this Form.

 

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrant’s website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx and there were no amendments during the period covered by this report. (To view the code, click on Code of Conduct.)

 

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT attached hereto.

 

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable.

 

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Nuveen Quality Preferred Income Fund 2

 

By (Signature and Title)

/s/ Kevin J. McCarthy

 

 

Kevin J. McCarthy

 

Vice President and Secretary

 

 

Date: October 4, 2013

 

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: October 4, 2013

 

 

By (Signature and Title)

/s/ Stephen D. Foy

 

 

Stephen D. Foy

 

Vice President and Controller

 

(principal financial officer)

 

 

Date: October 4, 2013