Nuveen AMT-Free Quality Municipal Income Fund

Regulatory Filings • Apr 16, 2009

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●	VEDDER PRICE P.C. 222 NORTH LASALLES STREET CHICAGO, ILLINOIS 60601 312-609-7500 FAX: 312-609-5005
COREY L. ZARSE
312-609-7785	CHICAGO • NEW WOR CITY • WASHINGTON D.C.
czarse@vedderprice.com
	April 16, 2009

Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: John Grzeskiewicz Christina DiAngelo

Re:
File Nos. 811-21213; 333-157992

To The Commission:

On behalf of the Registrant, electronically transmitted herewith is Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 8C (File No. 333-157992) relating to the issuance of shares in connection with the proposed reorganization of Nuveen Insured Florida Tax-Free Advantage Municipal Fund (the “Acquired Fund” and collectively with the Registrant, the “Funds”) into the Registrant.

With respect to the Registrant’s initial Registration Statement filed on March 16, 2009, the Securities and Exchange Commission (“SEC”) staff provided comments by phone to the undersigned on April 2, 2009. Set forth below are the comments and the Registrant’s responses.

| (1) |
| --- |
| Response: As of October 31, 2008, the Acquired Fund’s portfolio did not contain
securities, either individually or when aggregated with the Acquiring Fund’s
portfolio, that are not permitted by the investment policies or restrictions of the
Acquiring Fund. Disclosure to this effect has been added to the Notes to the Pro
Forma Financial Statements. As the closing date of the reorganization approaches,
the Funds’ investment adviser will monitor the portfolios to determine whether any
securities could be required to be sold upon consummation of the reorganization. If
the adviser determines that certain securities may not be permitted as a result of
the reorganization, the Acquired Fund’s portfolio may be repositioned accordingly. |

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Securities and Exchange Commission April 16, 2009 Page 2

| (2) | Comment: Please explain the rationale for allocating costs of the
reorganization between the Funds. |
| --- | --- |
| | Response: The costs of the reorganization are being allocated based on the relative
benefit the adviser expects each Fund to receive in connection with the
Reorganization. |
| (3) | Comment: Please confirm the tenth answer in the Q&A section regarding
shareholders directly bearing fees and expenses in connection with the reorganization. |
| | Response: The tenth Q&A has been revised to read as follows: |

| Q. | Will I have to pay any direct fees or expenses in
connection with the Reorganization? |
| --- | --- |
| A. | The Funds’ expenses associated with the
Reorganization will be allocated between the Funds and paid out of the
Funds’ net assets. Fund shareholders will indirectly bear the costs of
the Reorganization. |

| (4) | Comment: The Proxy Statement/Prospectus discloses, including on page 1, that
the aggregate net asset value of the Registrant’s common shares received in the
Reorganization will equal the aggregate net asset value of the Acquired Fund common
shares held immediately prior to the Reorganization less the costs of the
Reorganization borne by the Acquired Fund. Please consider revising to reference the
costs borne by the Acquired Fund and the Registrant. |
| --- | --- |
| | Response: The instances of the disclosure referenced above in the Proxy
Statement/Prospectus will be revised as follows: The aggregate net asset value of
the Registrant’s common shares received in the Reorganization will equal the
aggregate net asset value of the Acquired Fund common shares held immediately prior
to the Reorganization. Prior to the closing of the Reorganization, the net asset
value of the Acquired Fund and Acquiring Fund will be reduced by the costs of the
Reorganization borne by such Fund. |
| (5) | Comment: Please confirm the line items disclosed in the Comparative Fee Table. |

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Securities and Exchange Commission April 16, 2009 Page 3

| | Response: The Comparative Fee Table has been revised to include “Income Dividends
and Capital Gain Distributions on MuniPreferred Shares” and a total of the fees
thereafter. |
| --- | --- |
| (6) | Comment: Please discuss the rationale for including “Custodian Fee Credit” in
the Comparative Fee Table. |
| | Response: The line item has been removed from the Comparative Fee Table. A footnote
disclosing the custodian fee credits has been added. |
| (7) | Comment: Please add a footnote to the Comparative Fee Table discussing whether
or not the cost of the reorganization are included. |
| | Response: A footnote has been added indicating that the costs of the reorganization
are not included in the Comparative Fee Table. The footnote also provides a cross
reference to the section of the Proxy Statement/Prospectus discussing the costs of
the reorganization. |
| (8) | Comment: Please revise the Capitalization Table to include net assets per
common share and adjustments for the Reorganization. |
| | Response: The requested disclosure has been added. |
| (9) | Comment: Please revise the Capitalization Table to include disclosure regarding
MuniPreferred shares. |
| | Response: The requested disclosure has been added. |
| (10) | Comment: Please confirm whether or not the Acquired Fund expects to have any
capital loss carryforwards that will be acquired by the Acquiring Fund. If capital
loss carryforwards are expected, please disclose the approximate amount of such capital
loss carryforwards in the Proxy Statement/Prospectus as of the Acquired Fund’s most
recent fiscal year end. |
| | Response: It is anticipated that upon completion of the reorganization, the Acquiring Fund
will have acquired a capital loss carryforward from the Acquired Fund. This
expected capital loss carryforward is comprised of a capital loss carryforward as
of the Acquired Fund’s most recent fiscal year end, and current fiscal year
realized capital losses. The amount of such capital loss carryforward as of the
Acquired Fund’s most recent fiscal year end has been disclosed in the “Certain
Federal Income Tax Consequences” section of the Proxy Statement/Prospectus. |

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Securities and Exchange Commission April 16, 2009 Page 4

(11)
Response: The requested disclosure has been added at the end of each statement.

On or about April 16, 2009, the Registrant will file by letter a request to accelerate the effectiveness of the Registration Statement as of April 17, 2009.

A special meeting of shareholders to consider the proposed reorganization has been scheduled for May 15, 2009. Accordingly, assuming the Registration Statement is declared effective on or about April 17, 2009, the Registrant plans to mail the proxy materials to shareholders on or about April 21, 2009.

Please direct your questions and/or comments regarding this filing to the undersigned at (312) 609-7785.

Sincerely,

/s/ Corey L. Zarse

CLZ/kc

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