As filed with the Securities and Exchange Commission on October 5, 2016

File No. 333-210112

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

¨ Pre-Effective Amendment No.

x Post-Effective Amendment No. 1

 

 

NUVEEN QUALITY MUNICIPAL INCOME FUND

(Exact Name of Registrant as Specified in Charter)

 

 

333 West Wacker Drive

Chicago, Illinois 60606

(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

(800) 257-8787

(Area Code and Telephone Number)

 

 

Gifford R. Zimmerman

Vice President and Secretary

Nuveen Investments

333 West Wacker Drive

Chicago, Illinois 60606

(Name and Address of Agent for Service)

 

 

Copies to:

 

Deborah Bielicke Eades

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

 

Eric F. Fess

Chapman and Cutler LLP

111 West Monroe Street

Chicago, Illinois 60603

 

 

 


EXPLANATORY NOTE

The Joint Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on April 29, 2016 pursuant to Rule 497 of the General Rules and Regulations under the Securities Act of 1933, as amended (File No. 333-210112), are incorporated herein by reference.

This amendment is being filed for the sole purpose of adding the following to Part C of the Registration Statement: (i) executed Certificate of Name Change Amendment to Declaration of Trust of Registrant, effective as of September 12, 2016, as Exhibit 1(c), (ii) executed tax opinion of each of Vedder Price P.C., Sidley Austin LLP and Stradley Ronon Stevens & Young, LLP, as Exhibit 12(a), Exhibit 12(b) and Exhibit 12(c), respectively, supporting the tax matters discussed in the Joint Proxy Statement/Prospectus and (iii) executed powers of attorney, dated June 24, 2016, as Exhibit 16(b).


PART C

OTHER INFORMATION

Item 15. Indemnification

Section 4 of Article XII of the Registrant’s Declaration of Trust provides as follows: “Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof. No indemnification shall be provided hereunder to a Covered Person: (a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or (c) in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct: (i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or (ii) by written opinion of independent legal counsel. The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law. Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either: (a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or (b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification. As used in this Section 4, a “Disinterested Trustee” is one (x) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. As used in this Section 4, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.”

The trustees and officers of the Registrant are covered by the Mutual Fund Professional Liability policy in the aggregate amount of $70,000,000 against liability and expenses of claims of wrongful acts arising out of

 

C-1


their position with the Registrant and other Nuveen funds, except for matters that involve willful acts, bad faith, gross negligence and willful disregard of duty (i.e., where the insured did not act in good faith for a purpose he or she reasonably believed to be in the best interest of the Registrant or where he or she had reasonable cause to believe this conduct was unlawful). The policy has a $2,500,000 deductible for operational failures and $1,000,000 deductible for all other claims.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 16. Exhibits.

 

(1)(a)

   Declaration of Trust of Registrant, dated January 15, 1999, including Certificate of Amendment to the Declaration of Trust, dated April 9, 1999. (1)

(1)(b)

   Certificate of Amendment to the Declaration of Trust of Registrant, dated February 10, 2010. (2)

(1)(c)

   Certificate of Name Change Amendment to Declaration of Trust of Registrant, effective as of September 12, 2016, is filed herewith.

(2)

   By-Laws of Registrant, dated November 18, 2009. (1)

(3)

   Not applicable.

(4)

   Form of Agreement and Plan of Reorganization is filed as Appendix A to the Joint Proxy Statement/Prospectus constituting Part A of the Registration Statement. (4)

(5)

   Not applicable.

(6)(a)

   Investment Management Agreement, dated October 1, 2014. (3)

(6)(b)

   Renewal of Investment Management Agreement, dated July 28, 2015. (3)

(6)(c)

   Investment Sub-Advisory Agreement, dated October 1, 2014. (3)

(6)(d)

   Notice of Continuance of Investment Sub-Advisory Agreement, dated July 28, 2015. (3)

(7)

   Not applicable.

(8)

   Not applicable.

(9)(a)

   Amended and Restated Master Custodian Agreement between the Nuveen Investment Companies and State Street Bank and Trust Company, dated July 15, 2015. (3)

(9)(b)

   Appendix A to Custodian Agreement, dated July 15, 2015, updated as of September 28, 2015. (3)

(10)

   Not applicable.

 

C-2


(11)

   Opinion and Consent of Counsel. (4)

(12)(a)

   Opinion and Consent of Vedder Price P.C. supporting the tax matters discussed in the Joint Proxy Statement/Prospectus is filed herewith.

(12)(b)

   Opinion and Consent of Sidley Austin LLP supporting the tax matters discussed in the Joint Proxy Statement/Prospectus is filed herewith.

(12)(c)

   Opinion and Consent of Stradley Ronon Stevens & Young, LLP supporting the tax matters discussed in the Joint Proxy Statement/Prospectus is filed herewith.

(13)(a)

   Transfer Agency and Service Agreement, dated October 7, 2002. (1)

(13)(b)

   Amendment to Transfer Agency and Service Agreement, dated July 15, 2015. (3)

(13)(c)

   Amendment and Schedule A to Transfer Agency and Service Agreement, dated July 20, 2015. (3)

(13)(d)

   Amendment to Transfer Agency and Service Agreement, dated October 29, 2015. (3)

(14)

   Consent of Independent Auditor. (4)

(15)

   Not applicable.

(16)(a)

   Powers of Attorney, dated February 4-15, 2016. (3)

(16)(b)

   Powers of Attorney, dated June 24, 2016, are filed herewith.

(17)

   Form of Proxy appears following the Joint Proxy Statement/Prospectus constituting Part A of the Registration Statement. (4)

 

(1) Filed on January 19, 2010 as an exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-164409) and incorporated by reference herein.
(2) Filed on March 10, 2010 as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-164409) and incorporated by reference herein.
(3) Filed on March 11, 2016 as an exhibit to the Registrant’s Registration Statement on Form N-14 (File No. 333-210112) and incorporated by reference herein.
(4) Filed on April 21, 2016 with Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-210112) and incorporated by reference herein.

Item 17. Undertakings.

(1)        The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)        The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

C-3


SIGNATURES

As required by the Securities Act of 1933, the Registrant has duly caused this post-effective amendment no. 1 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and the State of Illinois, on the 5th day of October, 2016.

 

NUVEEN QUALITY MUNICIPAL INCOME FUND

By:

 

/s/ Gifford R. Zimmerman

  Gifford R. Zimmerman
  Vice President and Secretary

As required by the Securities Act of 1933, this post-effective amendment no. 1 to Registrant’s Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Capacity

     

Date

/s/ Cedric H. Antosiewicz

   Chief Administrative Officer     October 5, 2016

Cedric H. Antosiewicz

   (principal executive officer)    

/s/ Stephen D. Foy

   Vice President and Controller     October 5, 2016

Stephen D. Foy

  

(principal financial and

accounting officer)

   

William J. Schneider*

   Chairman of the Board and Trustee   )  
     )  

William Adams IV*

   Trustee   )  
     )  

Margo L. Cook**

   Trustee   )  
     )  

Jack B. Evans*

   Trustee   )  
     )  

By: /s/ Gifford R. Zimmerman

William C. Hunter*

   Trustee   )             Gifford R. Zimmerman
     )             Attorney-in-Fact

David J. Kundert*

   Trustee   )             October 5, 2016
     )  

Albin F. Moschner**

   Trustee   )  
     )  

John K. Nelson*

   Trustee   )  
     )  

Judith M. Stockdale*

   Trustee   )  
     )  

Carole E. Stone*

   Trustee   )  
     )  

Terence J. Toth*

   Trustee   )  
     )  

Margaret L. Wolff*

   Trustee   )  

 

* An original power of attorney authorizing, among others, Mark L. Winget, Kevin J. McCarthy and Gifford R. Zimmerman, to execute this registration statement, and amendments thereto, is filed, has been executed and is incorporated by reference herein.
** An original power of attorney authorizing, among others, Mark L. Winget, Kevin J. McCarthy and Gifford R. Zimmerman, to execute this registration statement, and amendments thereto, has been executed and is filed herewith as Exhibit 16(b).


EXHIBIT INDEX

 

Exhibit No.

 

Name of Exhibit

1(c)   Certificate of Name Change Amendment to Declaration of Trust of Registrant, effective as of September 12, 2016.
12(a)   Opinion and Consent of Vedder Price P.C. supporting the tax matters discussed in the Joint Proxy Statement/Prospectus.
12(b)   Opinion and Consent of Sidley Austin LLP supporting the tax matters discussed in the Joint Proxy Statement/Prospectus.
12(c)   Opinion and Consent of Stradley Ronon Stevens & Young, LLP supporting the tax matters discussed in the Joint Proxy Statement/Prospectus.
16(b)   Powers of Attorney, dated June 24, 2016.

CERTIFICATE OF NAME CHANGE AMENDMENT

TO

DECLARATION OF TRUST

OF

NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND

The undersigned, being a majority of the Trustees of Nuveen Dividend Advantage Municipal Fund (the “Trust”), acting pursuant to the authority granted to the Trustees under Article XIII, Section 4(ii) of the Declaration of Trust made on the 15th day of January, 1999 by the Trustees thereunder (as amended from time to time, the “Declaration”), do hereby amend the Declaration, effective as of 8:59 a.m., Eastern time, on the 12th day of September, 2016, as follows:

1.        Section 1 of Article I of the Declaration is amended to read in its entirety as follows:

Section 1.        Name .      This Trust shall be known as the “Nuveen Quality Municipal Income Fund,” and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.

All references to the name of the Trust in the Declaration are hereby amended accordingly.

2.        Except as amended hereby, the Declaration remains in full force and effect.


 

2

 

IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have executed this instrument as of this 31st day of August, 2016.

 

/s/ William Adams IV              /s/ Margo L. Cook          

William Adams IV

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

    

Margo L. Cook,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

 
/s/ Jack B. Evans                      /s/ William C. Hunter    

Jack B. Evans,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

    

William C. Hunter,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

 
/s/ David J. Kundert                /s/ Albin F. Moschner    

David J. Kundert,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

    

Albin F. Moschner,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

 
/s/ John K. Nelson                  /s/ William J. Schneider  

John K. Nelson,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

    

William J. Schneider,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

 
/s/ Judith M. Stockdale            /s/ Carole E. Stone          

Judith M. Stockdale,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

    

Carole E. Stone,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

 
/s/ Terence J. Toth                                                               

Terence J. Toth,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

    

Margaret L. Wolff,

  as Trustee

333 West Wacker Drive

Chicago, Illinois 60606

 

 

 

LOGO

   Chicago

 

New York

 

Washington, DC

 

London

 

San Francisco

 

Los Angeles

 

LOGO  

  

September 12, 2016

 

 

Nuveen Quality Municipal Income Fund

333 West Wacker Drive

Chicago, Illinois 60606

 

Nuveen Premium Income Municipal Fund, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

 

Nuveen Investment Quality Municipal Fund, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

 

Nuveen Select Quality Municipal Fund, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

 

Nuveen Premier Municipal Income Fund, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

   

 

  Re:

Reorganizations of Nuveen Premium Income Municipal Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen Select Quality Municipal Fund, Inc. and Nuveen Premier Municipal Income Fund, Inc. into Nuveen Quality Municipal Income Fund (formerly known as Nuveen Dividend Advantage Municipal Fund)

Ladies and Gentlemen:

You have requested our opinion regarding certain U.S. federal income tax consequences of the reorganizations (each a “Reorganization” and collectively, the “Reorganizations”) by and between Nuveen Premium Income Municipal Fund, Inc., a Minnesota corporation (“Premium Income”), Nuveen Investment Quality Municipal Fund, Inc., a Minnesota corporation (“Investment Quality”), Nuveen Select Quality Municipal Fund, Inc., a Minnesota corporation (“Select Quality”), and Nuveen Premier Municipal Income Fund, Inc., a Minnesota corporation (“Premier Income” and together with Premium Income, Investment Quality and Select Quality, each a “Target Fund” and collectively, the “Target Funds”), and Nuveen Quality Municipal Income Fund (formerly known as Nuveen Dividend Advantage Municipal Fund), a Massachusetts business trust (the “Acquiring Fund”). The Target Funds and the Acquiring Fund are each referred to herein as a “Fund.”

Each Reorganization contemplates the transfer of substantially all the assets of the Target Fund to the Acquiring Fund solely in exchange for (i) voting common shares of beneficial interest, par value $0.01 per share, of the Acquiring Fund (“Acquiring Fund Common Shares”), (ii) with respect to Investment Quality, Select Quality and Premier Income, voting Variable Rate Demand Preferred Shares

 

 

  222 North LaSalle Street            Chicago, Illinois 60601            T +1 312 609 7500            F +1 312 609 5005   


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

Nuveen Select Quality Municipal Fund, Inc.

Nuveen Premier Municipal Income Fund, Inc.

September 12, 2016

Page 2

 

(“VRDP Shares”), par value $0.01 per share and liquidation preference $100,000 per share, of the Acquiring Fund having all the various rights, preferences and privileges set forth in the Statement Establishing and Fixing the Rights and Preferences of Series 1 Variable Rate Demand Preferred Shares, the Statement Establishing and Fixing the Rights and Preferences of Series 2 Variable Rate Demand Preferred Shares and the Statement Establishing and Fixing the Rights and Preferences of Series 3 Variable Rate Demand Preferred Shares, as applicable (“Acquiring Fund VRDP Shares”), and with respect to Premium Income and Investment Quality, voting Variable Rate MuniFund Term Preferred Shares (“VMTP Shares”), par value $0.01 per share and liquidation preference $100,000 per share, of the Acquiring Fund having all the various rights, preferences and privileges set forth in the Statement Establishing and Fixing the Rights and Preferences of Variable Rate MuniFund Term Preferred Shares with respect to Series 2018 and the Statement Establishing and Fixing the Rights and Preferences of Variable Rate MuniFund Term Preferred Shares with respect to Series 2017, as applicable (“Acquiring Fund VMTP Shares” and together with Acquiring Fund Common Shares and Acquiring Fund VRDP Shares, the “Acquiring Fund Shares”), and (iii) the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. As part of the Reorganization, each Target Fund will immediately thereafter distribute to its shareholders of record all the Acquiring Fund Shares so received in complete liquidation of the Target Fund, and the Target Fund as soon as practicable thereafter will be dissolved under applicable state law. The foregoing will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of April 27, 2016 and amended as of September 9, 2016 (as amended, the “Plan”), entered into by the Target Funds and the Acquiring Fund. VRDP Shares and VMTP Shares are collectively referred to herein as “Preferred Shares.”

In rendering this opinion, we have examined the Plan and have reviewed and relied upon (i) representations made to us by duly authorized officers of the Funds in letters dated September 12, 2016, (ii) the opinion of Sidley Austin LLP dated September 12, 2016 regarding the Acquiring Fund VRDP Shares issued in the Investment Quality, Select Quality and Premier Income Reorganizations being treated as stock for federal income tax purposes (the “Sidley Opinion”) and (iii) the opinion of Stradley, Ronon, Stevens & Young, LLP dated September 12, 2016 regarding the Acquiring Fund VMTP Shares issued in the Premium Income and Investment Quality Reorganizations being treated as equity for federal income tax purposes (the “Stradley Opinion” and together with the Sidley Opinion, the “Equity Opinions”). We have also examined such other agreements, documents and corporate records that have been made available to us and such other materials as we have deemed relevant for purposes of this opinion. In such review and examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents.

Our opinion is based, in part, on the assumptions that (i) each Reorganization described herein will occur in accordance with the terms of the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved) and the facts and representations set forth or referred to in this opinion letter, and that such facts and representations, as well as the facts and representations set forth in the Plan, are accurate as of the date hereof and will be accurate as of the date and time of the Closing (as defined in the Plan) (the “Effective Time”) and (ii) the Acquiring Fund Preferred Shares issued in the Reorganizations will be treated as equity for federal income tax purposes, which assumption is consistent with the Equity Opinions. You have not requested that we undertake, and we have not undertaken, any independent


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

Nuveen Select Quality Municipal Fund, Inc.

Nuveen Premier Municipal Income Fund, Inc.

September 12, 2016

Page 3

 

Investigation of the accuracy of the facts, representations and assumptions set forth or referred to herein.

For the purposes indicated above, and based upon the facts, assumptions and representations set forth or referred to herein, it is our opinion, with respect to each Reorganization, that for U.S. federal income tax purposes:

1.        The transfer by the Target Fund of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund, immediately followed by the distribution of all the Acquiring Fund Shares so received by the Target Fund to the Target Fund’s shareholders of record in complete liquidation of the Target Fund and the dissolution of the Target Fund as soon as practicable thereafter, will constitute a “reorganization” within the meaning of section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the meaning of section 368(b) of the Code, with respect to the Reorganization.

2.        No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the Target Fund’s assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. (Section 1032(a) of the Code).

3.        No gain or loss will be recognized by the Target Fund upon the transfer of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to the Target Fund’s shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. (Sections 361(a) and (c) and 357(a) of the Code).

4.        No gain or loss will be recognized by the Target Fund’s shareholders upon the exchange, pursuant to the Plan, of all their shares of the Target Fund solely for Acquiring Fund Shares, except to the extent the Target Fund’s common shareholders receive cash in lieu of a fractional Acquiring Fund Common Share. (Section 354(a) of the Code).

5.        The aggregate basis of the Acquiring Fund Shares received by each Target Fund shareholder pursuant to the Reorganization (including any fractional Acquiring Fund Common Share to which a shareholder would be entitled) will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. (Section 358(a)(1) of the Code).

6.        The holding period of the Acquiring Fund Shares received by each Target Fund shareholder in the Reorganization (including any fractional Acquiring Fund Common Share to which a shareholder would be entitled) will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares were held as capital assets at the Effective Time of the Reorganization. (Section 1223(1) of the Code).


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

Nuveen Select Quality Municipal Fund, Inc.

Nuveen Premier Municipal Income Fund, Inc.

September 12, 2016

Page 4

 

7.        The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the Effective Time of the Reorganization. (Section 362(b) of the Code).

8.        The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. (Section 1223(2) of the Code).

Notwithstanding anything to the contrary herein, we express no opinion as to (i) any federal income tax consequences of payments to shareholders of a Target Fund who exercise dissenters’ rights or (ii) the effect of the Reorganizations on the Target Funds, the Acquiring Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year or upon the termination thereof, or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.

FACTS

Our opinion is based upon the facts, representations and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect our conclusions.

Each Target Fund has been registered and operated, since it commenced operations, as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Premium Income’s common shares are listed and traded on the New York Stock Exchange under the symbol NPI. Investment Quality’s common shares are listed and traded on the New York Stock Exchange under the symbol NQM. Select Quality’s common shares are listed and traded on the New York Stock Exchange under the symbol NQS. Premier Income’s common shares are listed and traded on the New York Stock Exchange under the symbol NPF. Select Quality and Premier Income currently each have outstanding VRDP Shares, Series 1. Premium Income currently has outstanding VMTP Shares, Series 2018. Investment Quality currently has outstanding VMTP Shares, Series 2017, and VRDP Shares, Series 1. All the outstanding common shares and Preferred Shares of each Target Fund are treated as equity for federal income tax purposes. Each Target Fund is treated as a corporation for federal income tax purposes, has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which its respective Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which its respective Reorganization occurs.

The Acquiring Fund similarly has been registered and operated since it commenced operations as a closed-end management investment company under the 1940 Act. Acquiring Fund Common Shares are listed and traded on the New York Stock Exchange under the symbol NAD. In addition, the Acquiring Fund currently has outstanding VMTP Shares, Series 2019. As part of the Reorganizations, the Acquiring Fund will issue three new series of Acquiring Fund VRDP Shares, Series 1, Series 2 and


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

Nuveen Select Quality Municipal Fund, Inc.

Nuveen Premier Municipal Income Fund, Inc.

September 12, 2016

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Series 3, and two new series of Acquiring Fund VMTP Shares, Series 2018 and Series 2017. The Acquiring Fund Common Shares and Acquiring Fund Preferred Shares to be issued in the Reorganizations will be treated as equity for federal income tax purposes. The Acquiring Fund is treated as a corporation for federal income tax purposes, has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which each Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which each Reorganization occurs.

Upon satisfaction of certain terms and conditions set forth in the Plan on or before the Effective Time, the Acquiring Fund will acquire substantially all the assets of each Target Fund solely in exchange for newly issued Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of each Target Fund. Immediately thereafter, each Target Fund will distribute to its shareholders of record all the Acquiring Fund Shares so received in complete liquidation of the Target Fund, and as soon as practicable thereafter, the Target Fund will be dissolved under applicable state law. The assets of each Target Fund to be acquired by the Acquiring Fund will include, without limitation, cash, securities, commodities, interests in futures, and dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Closing of the Reorganization. Each Target Fund will retain assets sufficient to pay all accumulated and unpaid dividends on all outstanding Preferred Shares of the Target Fund, all declared but unpaid dividends on all outstanding common shares of the Target Fund, and all liabilities of the Target Fund relating to the exercise of dissenters’ rights. In each Reorganization, the Acquiring Fund will acquire at least ninety percent (90%) of the fair market value of the Target Fund’s net assets and at least seventy percent (70%) of the fair market value of the Target Fund’s gross assets held immediately prior to the Reorganization.

The Acquiring Fund Common Shares issued to each Target Fund will have the same aggregate net asset value, as of the Valuation Time (as defined in the Plan), as the aggregate value of the net assets of the Target Fund transferred to the Acquiring Fund (net of the liquidation preference of all the outstanding Preferred Shares of such Target Fund) as of such time. Assuming no shareholder of a Target Fund exercises dissenters’ rights, the number of Acquiring Fund VRDP Shares issued to Investment Quality will be equal to the number of Investment Quality VRDP Shares, Series 1, outstanding immediately prior to the Reorganization and shall consist solely of Acquiring Fund VRDP Shares, Series 1; the number of Acquiring Fund VRDP Shares issued to Select Quality will be equal to the number of Select Quality VRDP Shares, Series 1, outstanding immediately prior to the Reorganization and shall consist solely of Acquiring Fund VRDP Shares, Series 2; the number of Acquiring Fund VRDP Shares issued to Premier Income will be equal to the number of Premier Income VRDP Shares, Series 1, outstanding immediately prior to the Reorganization and shall consist solely of Acquiring Fund VRDP Shares, Series 3; the number of Acquiring Fund VMTP Shares issued to Premium Income will be equal to the number of Premium Income VMTP Shares, Series 2018, outstanding immediately prior to the Reorganization and shall consist solely of Acquiring Fund VMTP Shares, Series 2018; and the number of Acquiring Fund VMTP Shares issued to Investment Quality will be equal to the number of Investment Quality VMTP Shares, Series 2017, outstanding immediately prior to the Reorganization and shall consist solely of Acquiring Fund VMTP Shares, Series 2017. No Acquiring Fund VRDP Shares will be issued to Premium Income and no Acquiring Fund VMTP Shares will be issued to Select Quality or Premier Income. The Acquiring Fund Preferred Shares issued to


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

Nuveen Select Quality Municipal Fund, Inc.

Nuveen Premier Municipal Income Fund, Inc.

September 12, 2016

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each Target Fund will have the same liquidation preference and substantially identical terms (with respect to VMTP Shares) or substantially similar terms (with respect to VRDP Shares) as the Preferred Shares of such Target Fund outstanding at the Effective Time.

After the Effective Time of its respective Reorganization, each Target Fund will be liquidated and will distribute the newly issued Acquiring Fund Common Shares it received pro rata to its common shareholders of record in exchange for such shareholders’ Target Fund common shares and, in the case of Premium Income, will distribute one Acquiring Fund VMTP Share, Series 2018, to its VMTP shareholders of record (other than VMTP shareholders who exercise dissenters’ rights) for each VMTP Share, Series 2018, held by such shareholder; in the case of Investment Quality, will distribute one Acquiring Fund VRDP Share, Series 1, to its VRDP shareholders of record (other than VRDP shareholders who exercise dissenters’ rights) for each VRDP Share, Series 1, held by such shareholder and one Acquiring Fund VMTP Share, Series 2017, to its VMTP shareholders of record (other than VMTP shareholders who exercise dissenters’ rights) for each VMTP Share, Series 2017, held by such shareholder; in the case of Select Quality, will distribute one Acquiring Fund VRDP Share, Series 2, to its VRDP shareholders of record (other than VRDP shareholders who exercise dissenters’ rights) for each VRDP Share, Series 1, held by such shareholder; and in the case of Premier Income, will distribute one Acquiring Fund VRDP Share, Series 3, to its VRDP shareholders of record (other than VRDP shareholders who exercise dissenters’ rights) for each VRDP Share, Series 1, held by such shareholder. In such distributions, Acquiring Fund VRDP Shares shall be distributed only to holders of, and in exchange for, VRDP Shares of Investment Quality, Select Quality or Premier Income and Acquiring Fund VMTP Shares shall be distributed only to holders of, and in exchange for, VMTP Shares of Premium Income or Investment Quality. No fractional Acquiring Fund Common Shares will be issued in connection with the Reorganizations. In lieu thereof, the Acquiring Fund’s transfer agent, on behalf of the shareholders entitled to receive fractional Acquiring Fund Common Shares, will aggregate all fractional Acquiring Fund Common Shares and sell the resulting whole on the New York Stock Exchange for the account of all shareholders of fractional interests, and each such shareholder will be entitled to a pro rata share of the proceeds from such sale.

As a result of each Reorganization, every common shareholder of the Target Fund will own Acquiring Fund Common Shares (including for this purpose any fractional shares to which they would be entitled) that will have an aggregate per share net asset value as of the Valuation Time equal to the aggregate per share net asset value of the Target Fund common shares held by such shareholder as of the Valuation Time and each holder of Target Fund Preferred Shares will own Acquiring Fund Preferred Shares with an aggregate liquidation preference and value as of the Effective Time equal to the aggregate liquidation preference and value of the Target Fund Preferred Shares held by such shareholder as of the Effective Time.

Following the Reorganizations, the Acquiring Fund will continue each Target Fund’s historic business or use a significant portion of the Target Fund’s historic business assets in its business. On February 4, 2016, the Board of Trustees or Directors, as applicable, of each Fund (each a “Board”) approved a change to its respective Fund’s non-fundamental investment policies that permits the Fund to invest up to thirty-five percent (35%) of its managed assets in securities that, at the time of investment, are rated below the three highest grades (Baa or BBB or lower) by at least one nationally recognized statistical rating organization or are unrated but judged to be of comparable quality by the Fund’s subadviser (the “Expanded Investment Mandate”). With respect to each Reorganization, at


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

Nuveen Select Quality Municipal Fund, Inc.

Nuveen Premier Municipal Income Fund, Inc.

September 12, 2016

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least thirty-four percent (34%) of the total fair market value of the Target Fund’s portfolio assets (i) will meet, as of the Effective Time, and (ii) met, as of immediately prior to the time the Expanded Investment Mandate became effective the investment objectives, strategies, policies, risks and restrictions of the Acquiring Fund as in effect, or as will be in effect, at each of (a) immediately before the time the Expanded Investment Mandate became effective, (b) immediately after the time the Expanded Investment Mandate became effective and (c) at the Effective Time (collectively, the “34% Test”). No Target Fund will have altered its portfolio in connection with the Reorganizations to meet the 34% Test. Neither the Acquiring Fund nor any Target Fund modified any of its investment objectives, strategies, policies, risks or restrictions in connection with the Reorganizations. The Acquiring Fund has no plan or intention to change any of its investment objectives, strategies, policies, risks and restrictions after the Reorganizations.

In approving a Reorganization, the Board of each Fund determined that the Plan and the transactions contemplated thereunder are in the best interests of its Fund and that the interests of the shareholders of its Fund will not be diluted as a result of the Reorganization. In making such determination, each Board considered that the Reorganizations may result in operating efficiencies as a result of the larger asset size of the Acquiring Fund following the Reorganizations.

CONCLUSION

Based on the foregoing, it is our opinion with respect to each Reorganization that the transfer of substantially all the assets of the Target Fund, pursuant to the Plan, to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund followed by the complete liquidation of the Target Fund immediately thereafter and the dissolution of the Target Fund as soon as practicable thereafter will qualify as a reorganization under section 368(a)(1) of the Code.

The opinions set forth above (subject to the limitations set forth above) with respect to (i) the nonrecognition of gain or loss by the Target Funds and the Acquiring Fund, (ii) the basis and holding period of the assets received by the Acquiring Fund, (iii) the nonrecognition of gain or loss by each Target Fund’s shareholders upon the receipt of the Acquiring Fund Shares, except with respect to cash received in lieu of a fractional Acquiring Fund Common Share, and (iv) the basis and holding period of the Acquiring Fund Shares received by each Target Fund’s shareholders follow as a matter of law from the opinion that the transfers under the Plan will qualify as reorganizations under section 368(a)(1) of the Code.

The opinions expressed in this letter are based on the Code, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authority reported as of the date hereof. We have also considered the positions of the Internal Revenue Service (the “Service”) reflected in published and private rulings. Although we are not aware of any pending changes to these authorities that would alter our opinions, there can be no assurances that future legislative or administrative changes, court decisions or Service interpretations will not significantly modify the statements or opinions expressed herein. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter or to notify you of any changes to such facts or law.


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

Nuveen Select Quality Municipal Fund, Inc.

Nuveen Premier Municipal Income Fund, Inc.

September 12, 2016

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Our opinion is limited to those U.S. federal income tax issues specifically considered herein. We do not express any opinion as to any other federal tax issues, or any state, local or foreign tax law issues, arising from or related to the transactions contemplated by the Plan.

Although the discussion herein is based upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings.

This opinion is furnished to the Funds solely for their benefit in connection with the Reorganizations and is not to be relied upon, quoted, circulated, published, or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This opinion may be disclosed to shareholders of the Funds and they may rely on it, it being understood that we are not establishing any attorney-client relationship with any shareholder of any of the Funds. This letter is not to be relied upon for the benefit of any other person.

We hereby consent to the filing of a form of this opinion as an exhibit to the Registration Statement on Form N-14 (File No. 333-210112) containing the Joint Proxy Statement/Prospectus dated April 28, 2016 relating to the Reorganizations filed by the Acquiring Fund with the Securities and Exchange Commission (the “Registration Statement”); to the discussion of this opinion in the Joint Proxy Statement/Prospectus included in the Registration Statement; and to the use of our name and to any reference to our firm in the Registration Statement, in the Joint Proxy Statement for holders of VRDP Shares of Investment Quality, Select Quality and Premier Income, in the Joint Proxy Statement for holders of VMTP Shares of the Acquiring Fund, Premium Income and Investment Quality, in the Information Memorandum relating to the Acquiring Fund VRDP Shares and in the Information Memorandum relating to the Acquiring Fund VMTP Shares. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

Very truly yours,
/s/ Vedder Price P.C.                
VEDDER PRICE P.C.
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September 12, 2016

Nuveen Quality Municipal Income Fund

333 West Wacker Drive

Suite 3300

Chicago, IL 60606

 

  Re: Variable Rate Demand Preferred Shares of

Nuveen Quality Municipal Income Fund

(formerly, Nuveen Dividend Advantage Municipal Fund) (NAD)

Ladies and Gentlemen:

We have acted as special tax counsel to Nuveen Quality Municipal Income Fund (formerly, Nuveen Dividend Advantage Municipal Fund), a Massachusetts business trust (the “Fund”), with respect to the Fund’s issuance of Variable Rate Demand Preferred Shares (the “VRDP Shares”) in connection with the reorganizations (the “Reorganizations”) in which the Fund is the acquiring fund and Nuveen Premium Income Municipal Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen Select Quality Municipal Fund, Inc. and Nuveen Premier Municipal Income Fund, Inc. are target funds.

As special tax counsel to the Fund, we have examined and relied, as to factual matters (but not as to any conclusions of law), upon originals, or copies certified to our satisfaction, of such records, documents, certificates of the Fund and of public officials and other instruments, and made such other inquiries, as, in our judgment, are necessary or appropriate to enable us to render the opinion expressed below.

The opinion herein is subject to and conditioned upon the representations made by the Fund concerning factual matters (but not conclusions of law). The initial and continuing truth and accuracy of such representations at all relevant times constitute an integral basis for the opinion expressed herein and this opinion is conditioned upon the initial and continuing truth and accuracy of such representations at all relevant times.

In connection with rendering this opinion, we have assumed to be true and are relying upon (without any independent investigation or review thereof):

1. The representations made in an officer’s certificate detailing the Fund’s operations to date and the Fund’s anticipated future operations;

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.


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Nuveen Quality Municipal Income Fund

September 12, 2016

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2.         The authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such documents, the conformity of final documents to all documents submitted to us as drafts, and the authenticity of such final documents;

3.         The genuineness of all signatures and the authority and capacity of the individual or individuals who executed any such document on behalf of any person;

4.         The accuracy of all factual representations, warranties and other statements made by all parties or as set forth in such documents;

5.        The performance and satisfaction of all obligations imposed by any such documents by the parties thereto in accordance with their terms; and

6.        The completeness and accuracy of all records made available to us.

We have further assumed the accuracy of the statements and descriptions of the Reorganizations and the Fund’s intended activities as described in the Joint Proxy Statement/Prospectus dated May 3, 2016. We have also assumed, without investigation, that all documents, certificates, representations, warranties and covenants upon which we have relied in rendering the opinion set forth below and that were given or dated earlier than the date of this opinion continue to remain accurate, insofar as relevant to the opinion set forth herein, from such earlier date through and including the date of this opinion.

Based upon the foregoing, and subject to the qualifications, exceptions, assumptions and limitations expressed herein, we are of the opinion that the VRDP Shares issued by the Fund in connection with the Reorganizations will qualify as stock of the Fund for federal income tax purposes.

In addition to the assumptions set forth above, this opinion is subject to the following exceptions, limitations and qualifications:

1.        Our opinion is based upon our interpretation of the current provisions of the Internal Revenue Code of 1986 (the “Code”) and current judicial decisions, administrative regulations and published notices, rulings and procedures. Our opinion represents only our best judgment and is not binding on the Internal Revenue Service (“IRS”) or the courts and there is no assurance that the IRS will not successfully challenge the conclusions set forth herein. The IRS has not yet issued regulations or administrative interpretations with respect to various provisions of the Code relating to the definition of stock. Consequently, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not


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Nuveen Quality Municipal Income Fund

September 12, 2016

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adversely affect the accuracy of the conclusions stated herein.    We undertake no obligation to advise you of changes in law which may occur after the date hereof.

2.         Our opinion is limited to the federal income tax matters addressed herein, and no other opinion is rendered with respect to any other matter not specifically set forth in the foregoing opinion, including without limitation with respect to any other federal, state, local or foreign tax consequences.

3.        In the event any one of  the statements, representations, warranties, covenants or assumptions we have relied upon to issue this opinion is incorrect in a material respect, our opinion might be adversely affected and if so may not be relied on.

 

Very truly yours,
/s/ Sidley Austin LLP
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Stradley Ronon Stevens & Young, LLP

 

1250 Connecticut Avenue, N.W., Suite 500

 

Washington, DC 20036

 

Telephone 202.822.9611

 

Fax 202.822.0140

 

www.stradley.com

 

September 12, 2016

 

Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

 

Re:   Variable Rate MuniFund Term Preferred Shares Issued in the Reorganization of

  Nuveen Premium Income Municipal Fund, Inc. and

  Nuveen Investment Quality Municipal Fund, Inc. into

   Nuveen Quality Municipal Income Fund                                                                         

Ladies and Gentlemen:

You have requested our opinion regarding the treatment under the Internal Revenue Code of 1986, as amended (the “ Code ”), of certain Variable Rate MuniFund Term Preferred Shares (“ VMTP Shares ”) described below. The VMTP Shares will be issued in the reorganization (each, a “ Reorganization ”) of each of Nuveen Premium Income Municipal Fund, Inc. (NPI) (“ Premium Income ”), and Nuveen Investment Quality Municipal Fund, Inc. (NQM) (“ Investment Quality ” and, together with Premium Income, the “ Target Funds ” and each a “ Target Fund ”), each a Minnesota corporation, with Nuveen Quality Municipal Income Fund (formerly known as Nuveen Dividend Advantage Municipal Fund) (NAD), a Massachusetts business trust (the “ Acquiring Fund ”). 1  The Target Funds and the Acquiring Fund are each referred to herein as a “ Fund .”

Each Reorganization contemplates (i) the transfer by the Target Fund of substantially all of its assets to the Acquiring Fund in exchange for (A) newly issued common shares of beneficial interest, par value $0.01 per share, of the Acquiring Fund (“ Acquiring Fund Common Shares ”) and (B) newly issued VMTP Shares of the Acquiring Fund, par value of $0.01 per share and liquidation preference of $100,000 per share (“ Acquiring Fund VMTP Shares ”) and, with

 

 

1  

At or about the same time, Nuveen Select Quality Municipal Fund, Inc. (NQS) and Nuveen Premier Municipal Income Fund, Inc. (NPF), each a Minnesota corporation (the “Other Nuveen Funds’’), will each undergo a similar reorganization with the Acquiring Fund. Our opinion does not address these reorganizations, because neither of the Other Nuveen Funds has any VMTP shares outstanding and thus no Acquiring Fund VMTP shares will be issued in connection with these reorganizations. The three letter designation following the name of each fund is that fund’s ticker symbol and is added for ease of reference.

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Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

September 12, 2016

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respect to the Investment Quality Reorganization, newly issued Variable Rate Demand Preferred Shares of the Acquiring Fund, par value of $0.01 per share and liquidation preference of $100,000 per share (“ Acquiring Fund VRDP Shares ” and together with Acquiring Fund Common Shares and Acquiring Fund VMTP Shares, the “ Acquiring Fund Shares ”) and (C) Acquiring Fund’s assumption of substantially all of the liabilities of the Target Fund; (ii) Target Fund’s distribution of such newly issued Acquiring Fund Shares to its common shareholders and preferred shareholders (with cash being distributed in lieu of fractional common shares); and (iii) Target Fund’s liquidation, dissolution and termination in accordance with applicable law. The Acquiring Fund will issue VMTP Shares, Series 2018 with respect to Premium Income and VMTP Shares, Series 2017 with respect to Investment Quality. The foregoing will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of April 27, 2016, as amended by Amendment No. 1 thereto, dated as of September 9, 2016, entered into by the Acquiring Fund, the Target Fund, and the Other Nuveen Funds (as amended, the “ Plan ”).

In rendering our opmwn, we have examined the Plan and the registration statement containing the Joint Proxy Statement/Prospectus relating to the Reorganization on Form N-14 (File No. 333-210112) filed by the Acquiring Fund with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “ Registration Statement ”). We have also examined such other agreements, documents and corporate records that have been made available to us and-such other materials as we have deemed relevant for purposes of this opinion. In such review and examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents. The opinion herein is subject to and conditioned upon the representations made by the Funds concerning factual matters (but not conclusions of law) in letters dated the date hereof. The initial and continuing truth and accuracy of such representations at all relevant times constitutes an integral basis for the opinion expressed herein and our opinion is conditioned upon the initial and continuing truth and accuracy of such representations at all relevant times. Our opinion is based, in part, on the assumption that each Reorganization described herein will occur in accordance with the terms of the Plan without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved and the facts and representations set forth or referred to in this opinion letter, and that such facts and representations, as well as the facts and representations set forth in the Plan and in the Registration Statement, are accurate as of the date hereof and will be accurate on the effective date and at the time of the Reorganization (the “ Effective Time ”).

Facts

Our opinion is based upon the facts, representations and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect our conclusion.


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

September 12, 2016

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Each Target Fund has been registered and operated, since it commenced operations, as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “ 1940 Act ”). Each Target Fund’s common shares are listed and traded on the New York Stock Exchange (“ NYSE ”). Each Target Fund currently has outstanding VMTP Shares, with a par value of $0.01 per share and a liquidation preference of $100,000 per share. All the outstanding common shares and VMTP Shares of each Target Fund are treated as equity for federal income tax purposes. Each Target Fund is treated as a corporation for federal income tax purposes, has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which the Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which the Reorganizations occur.

The Acquiring Fund has been registered and operated as a closed-end management investment company under the 1940 Act. Acquiring Fund Common Shares are currently listed and traded on the NYSE. As part of each Reorganization, the Acquiring Fund will issue a new series of Acquiring Fund VMTP Shares. The Acquiring Fund Common Shares to be issued in the Reorganization will be treated as equity for federal income tax purposes. The Acquiring Fund is treated as a corporation for federal income tax purposes, intends to elect to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which the Reorganization occurs, and intends to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which the Reorganizations occur.

Upon satisfaction of certain terms and conditions set forth in the Plan on or before the Effective Time, pursuant to each Reorganization:

 

  (i)

The aggregate net asset value of Acquiring Fund Common Shares received by the holders of Target Fund common shares in the Reorganization (including any fractional share interests to which such shareholders would be entitled) will equal, as of the Valuation Time (as defined in the Plan), the aggregate net asset value of the Target Fund common shares held by shareholders of the Target Fund as of such time. No fractional Acquiring Fund Common Shares will be distributed to Target Fund shareholders and, in lieu of such fractional shares, shareholders of such Target Fund common shares will receive cash.

 

  (ii)

Each VMTP Share and, with respect to the Investment Quality Reorganization, each VRDP Share of the Target Fund issued and outstanding immediately prior to the Effective Time shall be exchanged for the same number of Acquiring Fund VMTP Shares or Acquiring Fund VRDP Shares, as applicable, having (a) terms substantially identical (with respect to the Acquiring Fund VMTP Shares) and substantially similar (with respect to the Acquiring Fund VRDP Shares) to those of such Target Fund shares as of the Closing Date (as defined in the Plan), (b)


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

September 12, 2016

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equal priority with other outstanding preferred shares of the Acquiring Fund as to the payment of dividends and as to the distribution of assets upon liquidation of the Acquiring Fund, and (c) along with any other outstanding preferred shares of the Acquiring Fund, preference with respect to the payment of dividends and as to the distribution of assets upon liquidation of the affairs of the Acquiring Fund over the Acquiring Fund Common Shares. The “Statement Establishing and Fixing the Rights and Preferences of Variable Rate MuniFund Term Preferred Shares” with respect to Series 2017 and Series 2018 VMTP Shares of the Acquiring Fund accurately describes the features of the Acquiring Fund VMTP Shares.

Opinion

Based solely on the foregoing, and subject to the qualifications, exceptions, assumptions, and limitations expressed herein, we are of the opinion that (i) the Acquiring Fund VMTP Shares will be treated as equity in the Acquiring Fund for federal income tax purposes and (ii) the distributions made with respect to such Acquiring Fund VMTP Shares will qualify as exempt-interest dividends to the extent they are reported as such by the Acquiring Fund and permitted by section 852(b)(5)(A) of the Code.

This opinion is furnished to the Funds solely for their benefit in connection with the Reorganizations and is not to be relied upon, quoted, circulated, published, or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This opinion may be disclosed to shareholders of the Funds and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any shareholder of the Funds. We understand that Vedder Price P.C. may rely on the conclusion of this opinion as a factual assumption for purposes of issuing certain other opinions in connection with the Reorganizations. This letter is not to be relied upon for the benefit of any other person.

In addition to the assumptions set forth above, this opinion is subject to the following exceptions, limitations, and qualifications:

 

  1.

Our opinion is based upon our interpretation of the current provisions of the Code and current judicial decisions, administrative regulations, and published notices, rulings, and procedures. We have considered the positions of the Internal Revenue Service in published and private rulings. We note that there is no authority directly on point dealing with securities like the Acquiring Fund VMTP Shares. Our opinion only represents our best judgment and is not binding on the Internal Revenue Service or courts and there is no assurance that the Internal Revenue Service will not successfully challenge the conclusions set forth herein. Consequently, no assurance can be given that future legislative, judicial, or administrative changes, on either a prospective or retroactive basis, would not


Nuveen Quality Municipal Income Fund

Nuveen Premium Income Municipal Fund, Inc.

Nuveen Investment Quality Municipal Fund, Inc.

September 12, 2016

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adversely affect the accuracy of the conclusions stated herein. We undertake no obligation to advise you of changes in law which may occur after the date hereof.

 

  2.

Our opinion is limited to the federal income tax matters addressed herein, and no other opinions are rendered with respect to any other matter, whether federal, state, local or foreign, not specifically set forth in the foregoing opinion.

We hereby consent to the filing of a form of this opinion as an exhibit to the Registration Statement and to the discussion of this opinion, to the use of our name and to any reference to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

Very truly yours,
/s/ Stradley Ronon Stevens & Young, LLP
STRADLEY RONON STEVENS & YOUNG, LLP

NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints MARK CZARNIECKI, KEVIN J. McCARTHY, KATHLEEN L. PRUDHOMME, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, for him on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the reorganizations, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director/trustee of the above-referenced organizations has hereunto set his hand this 24th day of June 2016.

 

/s/ Albin F. Moschner            
Albin F. Moschner


NUVEEN DIVIDEND ADVANTAGE MUNICIPAL FUND

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a trustee of the above-referenced organization, hereby constitutes and appoints MARK CZARNIECKI, KEVIN J. McCARTHY, KATHLEEN L. PRUDHOMME, CHRISTOPHER M. ROHRBACHER, MARK L. WINGET, GIFFORD R. ZIMMERMAN and ERIC F. FESS, and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent, for her on her behalf and in her name, place and stead, in any and all capacities, to sign, execute and file one or more Registration Statements on Form N-14 under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, including any amendment or amendments thereto, with all exhibits, and any and all other documents required to be filed with any regulatory authority, federal or state, relating to the reorganizations, without limitation, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization has hereunto set her hand this 24th day of June 2016.

 

/s/ Margo L. Cook                          
Margo L. Cook