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N-Q 1 nq2.htm NRK_NQ nq2.htm Licensed to: fgs Document Created using EDGARizerAgent 5.4.2.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21211

Nuveen New York AMT-Free Municipal Income Fund

(Exact name of registrant as specified in charter)

Nuveen Investments

333 West Wacker Drive, Chicago, Illinois 60606

(Address of principal executive offices) (Zip code)

Kevin J. McCarthy

Vice President and Secretary

333 West Wacker Drive, Chicago, Illinois 60606

(Name and address of agent for service)

Registrant's telephone number, including area code: 312-917-7700

Date of fiscal year end: 9/30

Date of reporting period: 6/30/12

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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 the 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. § 3507.

Item 1. Schedule of Investments

Portfolio of Investments (Unaudited)
Nuveen New York AMT-Free Municipal Income Fund (NRK)
June 30, 2012
Principal Optional Call
Amount (000) Description (1) Provisions (2) Ratings (3) Value
Consumer Staples – 3.1% (2.0% of Total Investments)
$ 1,375 New York Counties Tobacco Trust III, Tobacco Settlement Pass-Through Bonds, Series 2003, 6/13 at 100.00 A1 $ 1,368,304
5.750%, 6/01/33
280 Puerto Rico, The Children’s Trust Fund, Tobacco Settlement Asset-Backed Refunding Bonds, 9/12 at 100.00 BBB+ 279,983
Series 2002, 5.375%, 5/15/33
1,655 Total Consumer Staples 1,648,287
Education and Civic Organizations – 30.9% (20.1% of Total Investments)
3,400 Dormitory Authority of the State of New York, General Revenue Bonds, Saint Johns University, 7/17 at 100.00 A– 3,696,242
Series 2007A, 5.250%, 7/01/32 – NPFG Insured
2,000 Dormitory Authority of the State of New York, Insured Revenue Bonds, Long Island University, 9/12 at 100.00 Baa3 2,003,700
Series 2003A, 5.000%, 9/01/32 – RAAI Insured
2,000 Dormitory Authority of the State of New York, Insured Revenue Bonds, Mount Sinai School of No Opt. Call A– 2,319,080
Medicine, Series 1994A, 5.150%, 7/01/24 – NPFG Insured
1,000 Dormitory Authority of the State of New York, Lease Revenue Bonds, State University Dormitory No Opt. Call Aa2 1,047,740
Facilities, Series 2003B, 5.250%, 7/01/32 (Mandatory put 7/01/13) – SYNCORA GTY Insured
410 Dormitory Authority of the State of New York, Lease Revenue Bonds, State University Dormitory 7/16 at 100.00 Aa2 437,458
Facilities, Series 2006A, 5.000%, 7/01/31 – NPFG Insured
1,000 Dormitory Authority of the State of New York, Revenue Bonds, Barnard College, Series 2007A, 7/17 at 100.00 BBB 1,091,340
5.000%, 7/01/25 – FGIC Insured
1,000 Dormitory Authority of the State of New York, Revenue Bonds, Mount St. Mary College, Series 7/13 at 100.00 A– 1,008,920
2003, 5.000%, 7/01/32 – RAAI Insured
Dormitory Authority of the State of New York, Revenue Bonds, Rochester Institute of Technology,
Series 2006A:
100 5.250%, 7/01/20 – AMBAC Insured No Opt. Call A1 122,358
80 5.250%, 7/01/21 – AMBAC Insured No Opt. Call A1 98,476
225 Madison County Industrial Development Agency, New York, Civic Facility Revenue Bonds, Colgate No Opt. Call AA+ 253,825
University, Tender Option Bond Trust 3127, 13.095%, 1/01/14 – AMBAC Insured (IF)
300 New York City Industrial Development Agency, New York, Payment in Lieu of Taxes Revenue Bonds, 1/19 at 100.00 AA– 336,108
Queens Baseball Stadium Project, Series 2009, 6.125%, 1/01/29 – AGC Insured
495 New York City Industrial Development Agency, New York, Revenue Bonds, Yankee Stadium Project 3/19 at 100.00 AA– 588,347
PILOT, Series 2009A, 7.000%, 3/01/49 – AGC Insured
New York City Industrial Development Authority, New York, PILOT Revenue Bonds, Yankee Stadium
Project, Series 2006:
170 5.000%, 3/01/31 – FGIC Insured 9/16 at 100.00 BBB 176,365
1,425 5.000%, 3/01/36 – NPFG Insured 9/16 at 100.00 BBB 1,465,655
840 4.500%, 3/01/39 – FGIC Insured 9/16 at 100.00 BBB 834,145
1,000 New York City Trust for Cultural Resources, New York, Revenue Bonds, American Museum of 7/14 at 100.00 AA 1,072,390
Natural History, Series 2004A, 5.000%, 7/01/36 – NPFG Insured
15,445 Total Education and Civic Organizations 16,552,149
Health Care – 21.3% (13.8% of Total Investments)
2,000 Dormitory Authority of the State of New York, FHA-Insured Mortgage Hospital Revenue Bonds, 2/13 at 100.00 BBB 2,016,160
Lutheran Medical Center, Series 2003, 5.000%, 8/01/31 – NPFG Insured
3,000 Dormitory Authority of the State of New York, FHA-Insured Mortgage Hospital Revenue Bonds, 8/12 at 100.00 N/R 3,009,690
St. Barnabas Hospital, Series 2002A, 5.000%, 2/01/31 – AMBAC Insured
335 Dormitory Authority of the State of New York, FHA-Insured Mortgage Revenue Bonds, Hudson 8/17 at 100.00 AA– 364,701
Valley Hospital Center, Series 2007, 5.000%, 8/15/27 – AGM Insured
1,000 Dormitory Authority of the State of New York, FHA-Insured Revenue Bonds, Montefiore Medical 2/15 at 100.00 BBB 1,099,860
Center, Series 2005, 5.000%, 2/01/22 – FGIC Insured
255 Dormitory Authority of the State of New York, Revenue Bonds, Health Quest System Inc., Series 7/17 at 100.00 AA– 272,728
2007B, 5.125%, 7/01/37 – AGC Insured
760 Dormitory Authority of the State of New York, Revenue Bonds, New York and Presbyterian 8/14 at 100.00 AA– 835,947
Hospital, Series 2004A, 5.250%, 8/15/15 – AGM Insured
750 Dormitory Authority of the State of New York, Revenue Bonds, South Nassau Communities 7/13 at 100.00 Baa1 764,025
Hospital, Series 2003B, 5.500%, 7/01/23
305 Dormitory Authority of the State of New York, Revenue Bonds, The New York and Presbyterian 8/14 at 100.00 AA– 314,007
Hospital Project, Series 2007, 5.000%, 8/15/36 – AGM Insured
2,640 New York City Health and Hospitals Corporation, New York, Health System Revenue Bonds, Series 2/13 at 100.00 Aa3 2,704,865
2003A, 5.250%, 2/15/21 – AMBAC Insured
11,045 Total Health Care 11,381,983
Long-Term Care – 0.6% (0.4% of Total Investments)
290 Dormitory Authority of the State of New York, GNMA Collateralized Revenue Bonds, Cabrini of 2/17 at 103.00 AA+ 314,572
Westchester Project, Series 2006, 5.200%, 2/15/41
Tax Obligation/General – 3.2% (2.1% of Total Investments)
1,000 Nassau County, New York, General Obligation Bonds, General Improvement Series 2009C, 5.000%, 10/19 at 100.00 AA– 1,110,550
10/01/29 – AGC Insured
50 New York City, New York, General Obligation Bonds, Fiscal Series 1998H, 5.125%, 8/01/25 – 9/12 at 100.00 AA 50,178
NPFG Insured
225 New York City, New York, General Obligation Bonds, Fiscal Series 2006C, 5.000%, 8/01/16 – 8/15 at 100.00 AA 254,637
AGM Insured
250 New York City, New York, General Obligation Bonds, Series 2004E, 5.000%, 11/01/19 – 11/14 at 100.00 AA 274,863
AGM Insured (UB)
1,525 Total Tax Obligation/General 1,690,228
Tax Obligation/Limited – 54.8% (35.6% of Total Investments)
2,695 Buffalo Fiscal Stability Authority, New York, Sales Tax Revenue State Aid Secured Bonds, Series No Opt. Call Aa1 2,711,817
2004A, 5.250%, 8/15/12 – NPFG Insured
1,000 Dormitory Authority of the State of New York, Master Lease Program Revenue Bonds, Nassau 8/19 at 100.00 AA– 1,115,560
County Board of Cooperative Educational Services, Series 2009A, 5.000%, 8/15/28 – AGC Insured
3,000 Dormitory Authority of the State of New York, Revenue Bonds, School Districts Financing Program, 10/12 at 100.00 A+ 3,034,230
Series 2002D, 5.250%, 10/01/23 – NPFG Insured
1,000 Dormitory Authority of the State of New York, Revenue Bonds, School Districts Financing Program, 10/19 at 100.00 AA– 1,152,360
Series 2009A, 5.625%, 10/01/29 – AGC Insured
340 Erie County Industrial Development Agency, New York, School Facility Revenue Bonds, Buffalo 5/18 at 100.00 AA– 395,957
City School District Project, Series 2008A, 5.750%, 5/01/27 – AGM Insured (UB)
1,085 Erie County Industrial Development Agency, New York, School Facility Revenue Bonds, Buffalo 5/17 at 100.00 AA– 1,261,117
City School District Project, Series 2007A, 5.750%, 5/01/28 – AGM Insured (UB)
1,400 Hudson Yards Infrastructure Corporation, New York, Revenue Bonds, Senior Fiscal 2012 Series 2/21 at 100.00 A 1,610,826
2011A, 5.750%, 2/15/47
2,055 Hudson Yards Infrastructure Corporation, New York, Revenue Bonds, Series 2006A, 5.000%, 2/17 at 100.00 A 2,148,441
2/15/47 – FGIC Insured
560 Monroe Newpower Corporation, New York, Power Facilities Revenue Bonds, Series 2003, 1/13 at 102.00 BBB 564,250
5.500%, 1/01/34
New York City Sales Tax Asset Receivable Corporation, New York, Dedicated Revenue Bonds, Local
Government Assistance Corporation, Series 2004A:
610 5.000%, 10/15/25 – NPFG Insured (UB) 10/14 at 100.00 AAA 662,948
555 5.000%, 10/15/26 – NPFG Insured (UB) 10/14 at 100.00 AAA 602,380
740 New York City Transitional Finance Authority, New York, Building Aid Revenue Bonds, Fiscal Series 1/17 at 100.00 AA– 808,184
2007S-2, 5.000%, 1/15/28 – FGIC Insured
3,000 New York City Transitional Finance Authority, New York, Future Tax Secured Bonds, Fiscal 2012 2/22 at 100.00 AAA 3,352,140
Series E-1, 5.000%, 2/01/42
1,000 New York City, New York, Educational Construction Fund, Revenue Bonds, Series 2011A, 5.750%, 4/21 at 100.00 AA+ 1,182,840
4/01/33 – AGM Insured
280 New York Convention Center Development Corporation, Hotel Fee Revenue Bonds, Tender Option 11/15 at 100.00 AA+ 320,726
Bonds Trust 3095, 13.079%, 11/15/44 – AMBAC Insured (IF)
1,290 New York State Environmental Facilities Corporation, State Personal Income Tax Revenue Bonds, 1/13 at 100.00 AAA 1,318,238
Series 2002A, 5.000%, 1/01/23 – FGIC Insured
950 New York State Thruway Authority, Highway and Bridge Trust Fund Bonds, Second General, Series No Opt. Call AA 1,203,973
2005B, 5.500%, 4/01/20 – AMBAC Insured
1,200 New York State Tobacco Settlement Financing Corporation, Tobacco Settlement Asset-Backed and 6/13 at 100.00 AA– 1,252,968
State Contingency Contract-Backed Bonds, Series 2003A-1, 5.250%, 6/01/20 – AMBAC Insured
750 New York State Tobacco Settlement Financing Corporation, Tobacco Settlement Asset-Backed and 6/13 at 100.00 AA– 784,830
State Contingency Contract-Backed Bonds, Series 2003B-1C, 5.500%, 6/01/21
295 Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, First Subordinate Series 8/20 at 100.00 AA– 315,314
2010C, 5.125%, 8/01/42 – AGM Insured
Puerto Rico Sales Tax Financing Corporation, Sales Tax Revenue Bonds, Series 2007A:
3,500 0.000%, 8/01/41 – NPFG Insured No Opt. Call AA– 677,425
1,550 0.000%, 8/01/45 – NPFG Insured No Opt. Call AA– 232,826
12,040 0.000%, 8/01/46 – NPFG Insured No Opt. Call AA– 1,697,158
6,925 0.000%, 8/01/47 – AMBAC Insured No Opt. Call AA– 914,100
47,820 Total Tax Obligation/Limited 29,320,608
Transportation – 14.6% (9.5% of Total Investments)
Metropolitan Transportation Authority, New York, Transportation Revenue Bonds, Series 2005A:
100 4.750%, 11/15/27 – NPFG Insured 11/15 at 100.00 AA– 110,389
500 4.750%, 11/15/30 – AMBAC Insured 11/15 at 100.00 A 519,810
1,000 Metropolitan Transportation Authority, New York, Transportation Revenue Refunding Bonds, Series 11/12 at 100.00 A 1,014,640
2002A, 5.000%, 11/15/25 – FGIC Insured
355 New York Liberty Development Corporation, Liberty Revenue Bonds, 4 World Trade Center Project, 11/21 at 100.00 A+ 383,528
Series 2011, 5.000%, 11/15/44
140 New York State Thruway Authority, General Revenue Bonds, Refunding Series 2007H, 5.000%, 1/18 at 100.00 A+ 158,784
1/01/25 – FGIC Insured
1,875 New York State Thruway Authority, General Revenue Bonds, Series 2005F, 5.000%, 1/01/20 – 1/15 at 100.00 A+ 2,058,900
AMBAC Insured
3,000 New York State Thruway Authority, General Revenue Bonds, Series 2005G, 5.000%, 1/01/32 – 7/15 at 100.00 AA– 3,308,370
AGM Insured
170 Port Authority of New York and New Jersey, Consolidated Revenue Bonds, One Hundred Forty 8/17 at 100.00 Aa2 232,988
Eighth Series 2008, Trust 2920, 17.352%, 8/15/32 – AGM Insured (IF)
7,140 Total Transportation 7,787,409
U.S. Guaranteed – 11.6% (7.5% of Total Investments) (4)
1,185 Dormitory Authority of the State of New York, FHA-Insured Nursing Home Mortgage Revenue Bonds, 2/13 at 102.00 Aaa 1,243,148
Shorefront Jewish Geriatric Center Inc., Series 2002, 5.200%, 2/01/32 (Pre-refunded 2/01/13)
25 Dormitory Authority of the State of New York, Revenue Bonds, Memorial Sloan-Kettering Cancer 7/13 at 100.00 Aa2 (4) 26,198
Center, Series 2003-1, 5.000%, 7/01/21 (Pre-refunded 7/01/13) – NPFG Insured
500 Dormitory Authority of the State of New York, Revenue Bonds, North Shore Long Island Jewish 5/13 at 100.00 Aaa 521,655
Group, Series 2003, 5.375%, 5/01/23 (Pre-refunded 5/01/13)
55 Erie County Water Authority, New York, Water Revenue Bonds, Series 1990B, 6.750%, 12/01/14 – No Opt. Call N/R (4) 59,654
AMBAC Insured (ETM)
2,000 New York City Transitional Finance Authority, New York, Future Tax Secured Refunding Bonds, 2/13 at 100.00 Aaa 2,056,900
Fiscal Series 2003D, 5.000%, 2/01/22 (Pre-refunded 2/01/13) – NPFG Insured
500 New York State Urban Development Corporation, State Personal Income Tax Revenue Bonds, State 3/13 at 100.00 AA+ (4) 518,980
Facilities and Equipment, Series 2002C-1, 5.500%, 3/15/21 (Pre-refunded 3/15/13) – FGIC Insured
1,750 Power Authority of the State of New York, General Revenue Bonds, Series 2002A, 5.000%, 11/12 at 100.00 Aa2 (4) 1,782,077
11/15/20 (Pre-refunded 11/15/12)
6,015 Total U.S. Guaranteed 6,208,612
Utilities – 6.7% (4.4% of Total Investments)
Long Island Power Authority, New York, Electric System General Revenue Bonds, Series 2006A:
1,130 5.000%, 12/01/23 – FGIC Insured 6/16 at 100.00 A 1,264,922
870 5.000%, 12/01/25 – FGIC Insured 6/16 at 100.00 A 968,180
1,000 5.000%, 12/01/26 – AGC Insured 6/16 at 100.00 AA+ 1,110,940
125 Long Island Power Authority, New York, Electric System General Revenue Bonds, Series 2006B, 6/16 at 100.00 A 131,275
5.000%, 12/01/35 – CIFG Insured
110 Power Authority of the State of New York, General Revenue Bonds, Series 2006A, 5.000%, 11/15 at 100.00 Aa2 125,324
11/15/19 – FGIC Insured
3,235 Total Utilities 3,600,641
Water and Sewer – 7.0% (4.6% of Total Investments)
1,780 New York City Municipal Water Finance Authority, New York, Water and Sewer System Revenue 12/21 at 100.00 AA+ 1,970,015
Bonds, Second Generation Resolution, Fiscal 2012 Series BB, 5.000%, 6/15/44
495 New York City Municipal Water Finance Authority, New York, Water and Sewer System Revenue 6/16 at 100.00 AAA 551,757
Bonds, Series 2006B, 5.000%, 6/15/36 – NPFG Insured (UB)
1,095 New York State Environmental Facilities Corporation, Revenue Bonds, State Revolving Funds No Opt. Call AAA 1,240,185
Master Financing, Series 2012B, 5.000%, 2/15/42
3,370 Total Water and Sewer 3,761,957
$ 97,540 Total Investments (cost $78,197,984) – 153.8% 82,266,446
Floating Rate Obligations – (4.5)% (2,390,000)
MuniFund Term Preferred Shares, at Liquidation Value – (51.7)% (5) (27,680,000)
Other Assets Less Liabilities – 2.4% 1,299,824
Net Assets Applicable to Common Shares – 100% $ 53,496,270

Fair Value Measurements

Fair value is defined as the price that the Fund 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 the Fund’s fair value measurements as of the end of the reporting period:

Level 1 Level 2 Level 3 Total
Long-Term Investments:
Municipal Bonds $ — $ 82,266,446 $ — $ 82,266,446

During the period ended June 30, 2012, the Fund recognized no significant transfers to or from Level 1, Level 2 or Level 3.

Income Tax Information

The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to timing differences in recognizing taxable market discount, timing differences in recognizing certain gains and losses on investment transactions and the treatment of investments in inverse floating rate securities reflected as financing transactions, if any. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts on the Statement of Assets and Liabilities presented in the annual report, based on their federal tax basis treatment; temporary differences do not require reclassification. Temporary and permanent differences do not impact the net asset value of the Fund.

At June 30, 2012, the cost of investments was $75,771,621

Gross unrealized appreciation and gross unrealized depreciation of investments at June 30, 2012, were as follows:

Gross unrealized: — Appreciation $ 4,811,250
Depreciation (709,773 )
Net unrealized appreciation (depreciation) of investments $ 4,101,477
(1) All percentages shown in the Portfolio of Investments are based on net assets applicable to Common
shares unless otherwise noted.
(2) Optional Call Provisions: Dates (month and year) and prices of the earliest optional call or redemption.
There may be other call provisions at varying prices at later dates. Certain mortgage-backed securities
may be subject to periodic principal paydowns.
(3) Ratings: 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.
(4) Backed by an escrow or trust containing sufficient U.S. Government or U.S. Government agency securities,
which ensure the timely payment of principal and interest. Certain bonds backed by U.S. Government or
agency securities are regarded as having an implied rating equal to the rating of such securities.
(5) MuniFund Term Preferred Shares, at Liquidation Value as a percentage of Total Investments is 33.6%.
N/R Not rated.
(ETM) Escrowed to maturity.
(IF) Inverse floating rate investment.
(UB) Underlying bond of an inverse floating rate trust reflected as a financing transaction.

Item 2. 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 Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (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 registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 3. Exhibits.

File as exhibits as part of this Form 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)), exactly as set forth below: See EX-99 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 New York AMT-Free Municipal Income Fund

By (Signature and Title) /s/ Kevin J. McCarthy

Kevin J. McCarthy

Vice President and Secretary

Date: August 29, 2012

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: August 29, 2012

By (Signature and Title) /s/ Stephen D. Foy

Stephen D. Foy

Vice President and Controller (principal financial officer)

Date: August 29, 2012

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