Nuveen Quality Preferred Income Fund 3 NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21242

Nuveen Quality Preferred Income Fund 3

(Exact name of registrant as specified in charter)

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606

(Address of principal executive offices) (Zip code)

Kevin J. McCarthy
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606

(Name and address of agent for service)

Registrant’s telephone number, including area code: (312) 917-7700

Date of fiscal year end: December 31

Date of reporting period: June 30, 2008

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. SS. 3507.

ITEM 1. REPORTS TO SHAREHOLDERS


Semi-Annual Report June 30, 2008			Nuveen Investments Closed-End Funds


		NUVEEN QUALITY PREFERRED INCOME FUND JTP NUVEEN QUALITY PREFERRED INCOME FUND 2 JPS NUVEEN QUALITY PREFERRED INCOME FUND 3 JHP

High Current Income from a Portfolio of

Investment-Grade Preferred Securities


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Chairman’s

LETTER TO SHAREHOLDERS


			ï Robert P. Bremner ï Chairman of the Board

Dear Fellow Shareholders:

I’d like to use my initial letter to you to accomplish several things. First, I want to report that after fourteen years of service on your Fund’s Board, including the last twelve as chairman, Tim Schwertfeger retired from the Board in June. The Board has elected me to replace him as the chairman, the first time this role has been filled by someone who is not an employee of Nuveen Investments. Electing an independent chairman marks a significant milestone in the management of your Fund, and it aligns us with what is now considered a “best practice” in the fund industry. Further, it demonstrates the independence with which your Board has always acted on your behalf.

Following Tim will not be easy. During my eleven previous years on the Nuveen Fund Board, I found that Tim always set a very high standard by combining insightful industry and market knowledge and sound, clear judgment. While the Board will miss his wise counsel, I am certain we will retain the primary commitment Tim shared with all of us—an unceasing dedication to creating and retaining value for Nuveen Fund shareholders. This focus on value over time is a touchstone that I and all the other Board members will continue to use when making decisions on your behalf.

Second, I also want to report that we are very fortunate to be welcoming two new Board members to our team. John Amboian, the current chairman and CEO of Nuveen Investments, has agreed to replace Tim as Nuveen’s representative on the Board. John’s presence will allow the independent Board members to benefit not only from his leadership role at Nuveen but also his broad understanding of the fund industry and Nuveen’s role within it. We also are adding Terry Toth as an independent director. A former CEO of the Northern Trust Company’s asset management group, Terry will bring extensive experience in the fund industry to our deliberations.

Third, on behalf of the entire Board, I would like to acknowledge the effort the whole Nuveen organization is making to resolve the auction rate preferred share situation in a satisfactory manner. As you know, we are actively pursuing a number of possible solutions, all with the goal of providing liquidity for preferred shareholders while preserving the potential benefits of leverage for common shareholders. We appreciate the patience you have shown as we’ve worked through the many details involved.

Finally, I urge you to take the time to review the Portfolio Managers’ Comments, the Common Share Distribution and Share Price Information, and the Performance Overview sections of this report. All of us are grateful that you have chosen Nuveen Investments as a partner as you pursue your financial goals, and, on behalf of myself and the other members of your Fund’s Board, let me say we look forward to continuing to earn your trust in the months and years ahead.

Sincerely,

Robert P. Bremner
Chairman of the Board
August 22, 2008

Portfolio Managers’ COMMENTS


Nuveen Investments Closed-End Funds			JTP, JPS, JHP

The Nuveen Quality Preferred Income Funds are sub-advised by a team of specialists at Spectrum Asset Management, an affiliate of Principal Capital^sm. Mark Lieb, Bernie Sussman and Phil Jacoby, who have more than 50 years of combined experience in the preferred securities markets, lead the team. Here Mark, Bernie and Phil talk about their management strategy and the performance of each Fund for the six-month period ended June 30, 2008.

WHAT KEY STRATEGIES WERE USED TO MANAGE THE FUNDS DURING THIS REPORTING PERIOD?

The volatility caused by the sub-prime mortgage crisis and general illiquidity in the credit markets severely impacted preferred securities during this period. Our main focus was to control concentration risk, and we reduced credit exposure to the brokerage, regional bank and monoline insurance sectors. Although new issuance was heavy, market liquidity was extremely limited which put downward pressure on the secondary market prices. Nonetheless, we found a few opportunities to sell some holdings and reinvest the proceeds into deeper discount or better structured capital securities. We were able to diversify into new names, including Allianz, Credit Suisse, National Bank of Greece, Prudential Financial and XCEL Energy.

The relative value differentials between individual investor-oriented $25 par preferreds and institution-oriented $1000 par capital securities oscillated with unusual dispersion during the period. We increased the Fund’s overall concentration in $25 par preferreds by approximately 3%, due to relative attractiveness. For example, even though these securities fell 10.6% in June, they outperformed $1000 par capital securities which retreated 19%. Because the market was disjointed, we were able in a few instances to switch between securities of the same issuer and pick up yield.

Discussions of specific investments are for illustrative purposes only and are not intended as recommendations of individual investments. The views expressed in this commentary represent those of the portfolio managers as of the date of this report and are subject to change at any time, based on market conditions and other factors. The Funds disclaim any obligation to advise shareholders of such changes.

Past performance does not guarantee future results. Current performance may be higher or lower than the data shown.

Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. For additional information, see the individual Performance Overview for your Fund in this report.

HOW DID THE FUNDS PERFORM OVER THIS SIX-MONTH PERIOD?

The performance of JTP, JPS and JHP, as well as a comparative index and benchmark, is presented in the accompanying table.

Cumulative Total Returns on Common Share Net Asset Value

For the six-month period ended 6/30/2008


JTP			-4.39%
JPS			-5.12%
JHP			-5.46%
Lehman Brothers Aggregate Bond Index¹			1.13%
Comparative Benchmark²			-3.29%

Over the six-month period, all three Funds underperformed the index and benchmark. One of the key factors in the performance of these Funds, relative to that of the unleveraged index and benchmark, was the Funds’ use of financial leverage. Although leveraging provides opportunities for additional income and total returns for common shareholders, it can also expose shareholders to additional risk—especially when market conditions are unfavorable. With the steep decrease in prices among preferred securities during this period, the impact of these valuation changes was magnified by the use of leverage. However, we firmly believe that the use of this strategy should work to the benefit of the Funds’ common shareholders over the long term.

Additionally, there also were some rather severe devaluations in the REIT mortgage sector, which caused several long term holdings, including Union Planter and CBG Florida REIT, to lose their premiums to the market.

1 The Lehman Brothers Aggregate Bond Index is an unmanaged index that includes all investment-grade, publicly issued, fixed-rate, dollar denominated, non-convertible debt issues and commercial mortgage backed securities with maturities of at least one year and outstanding par values of $150 million or more. Index returns do not include the effects of any sales charges or management fees. It is not possible to invest directly in an index.

2 Comparative benchmark performance is a blended return consisting of: 1) 55% of the Merrill Lynch Preferred Stock Hybrid Securities Index, an unmanaged index of investment-grade, exchange traded preferred stocks with outstanding market values of at least $30 million and at least one year to maturity; and 2) 45% of the Lehman Tier 1 Capital Securities Index, an unmanaged index that includes securities that can generally be viewed as hybrid fixed-income securities that either receive regulatory capital treatment or a degree of “equity credit” from a rating agency.

On the plus side, about 2.5% of the Funds’ securities were retired (called, put back to the issuer or tendered by the issuer) at significantly higher prices than where they had been trading. This boosted performance and provided capital to invest at significantly higher yields.

RECENT DEVELOPMENTS IN THE AUCTION RATE PREFERRED SECURITIES (ARPS) MARKETS

Beginning in February 2008, more shares for sale were submitted in the regularly scheduled auctions for the preferred shares issued by these Funds than there were offers to buy. This meant these auctions “failed to clear” and that many or all auction preferred shareholders who wanted to sell their shares in these auctions were unable to do so. This decline in liquidity in auction preferred shares did not lower the credit quality of these shares, and auction preferred shareholders unable to sell their shares received distributions at the “maximum rate” applicable to failed auctions as calculated in accordance with the pre-established terms of the auction preferred shares.

After the close of the reporting period, each of the Funds entered into a prime brokerage facility with Credit Suisse Securities and utilized $100 million, $230 million and $25 million for JTP, JPS and JHP, respectively, along with available cash to redeem $148 million, $280 million and $64 million, of each respective Fund’s outstanding FundPreferred shares.

For current, up-to-date information, please visit the Nuveen CEF Auction Rate Preferred Resource Center at: http://www.nuveen.com/ResourceCenter/AuctionRatePreferred.aspx.

Common Share

Distribution and Share Price

INFORMATION

We are providing you with information regarding your Funds’ distributions. This information is as of June 30, 2008, and likely will vary over time based on the Funds’ investment activities and portfolio investment value changes.

The Funds employ financial leverage through the issuance of FundPreferred shares. Financial leverage provides the potential for higher earnings (net investment income), total returns and distributions over time, but — as noted earlier — also increases the variability of common shareholders’ net asset value per share in response to changing market conditions. Over the reporting period, the impact of financial leverage on the Funds’ net asset value per share contributed positively to the income return and detracted from the price return. The overall impact of financial leverage detracted from the Funds’ total return.

During certain periods, the Funds may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Funds during the period. If a Fund has cumulatively earned more than it has paid in dividends, it holds excess in reserve as undistributed net investment income (UNII) as part of the Fund’s NAV. Conversely, if a Fund has cumulatively paid dividends in excess of earnings, the excess constitutes negative UNII that is likewise reflected in a Funds’ NAV. As of June 30, 2008, JTP and JHP had positive UNII balances, and JPS had a negative UNII balance for financial statement purposes. All three Funds had positive UNII balances, based upon our best estimate, for tax purposes.

The following table provides estimated information regarding each Fund’s common share distributions and total return performance for the six months ended June 30, 2008. The distribution information is presented on a tax basis rather than on a generally accepted accounting principles (GAAP) basis. This information is intended to help you better understand whether the Funds’ returns for the specified time period were sufficient to meet each Fund’s distributions.


As of 6/30/08 (Common Shares)	JTP		JPS		JHP
Inception date		6/25/02		9/24/02		12/18/02
Six months ended June 30, 2008:
Per share distribution:
From net investment income		$0.47		$0.50		$0.46
From realized capital gains		—		—		—
From return of capital		—		—		0.03

Total per share distribution		$0.47		$0.50		$0.49


Distribution rate on NAV		4.64%		4.76%		4.91%

Annualized total returns:
Six-Month (Cumulative) on NAV		–4.39%		–5.12%		–5.46%
1-Year on NAV		–17.08%		–16.98%		–18.70%
5-Year on NAV		0.00%		0.04%		–0.23%
Since inception on NAV		2.26%		3.07%		1.71%

COMMON SHARE REPURCHASES AND SHARE PRICE INFORMATION

The Board of Directors/Trustees for each of Nuveen’s 120 closed-end funds approved a program, effective August 7, 2008, under which each fund may repurchase up to 10% of its common shares.

As of June 30, 2008, the Funds’ shares were trading relative to their common share NAVs as shown in the accompanying table:


	6/30/08	6-Month Average
	Discount	Discount
JTP	–6.62%	–3.18%
JPS	–4.66%	–3.52%
JHP	–5.11%	–2.72%


Fund Snapshot
Common Share Price		$9.45

Common Share Net Asset Value		$10.12

Premium/(Discount) to NAV		-6.62%

Current Distribution Rate¹		9.84%

Net Assets Applicable to Common Shares ($000)		$653,259


Average Annual Total Return
(Inception 6/25/02)
	On Share
	Price			On NAV
6-Month (Cumulative)		-4.45	%		-4.39%

1-Year		-21.53	%		-17.08%

5-Year		-2.09	%		0.00%

Since Inception		0.50	%		2.26%


Industries
(as a % of total investments)²
Commercial Banks		30.1%

Insurance		19.6%

Real Estate/Mortgage		13.8%

Capital Markets		8.9%

Diversified Financial Services		8.2%

Media		4.0%

Investment Companies		3.4%

Short-Term Investments		1.6%

Other		10.4%


Top Five Issuers
(as a % of total investments)³
ING Groep N.V.		3.1%

Banco Santander Finance		2.9%

Deutsche Bank AG		2.8%

HSBC Holdings Public Limited Company		2.5%

Citigroup Inc.		2.5%


JTP Performance OVERVIEW			Nuveen Quality Preferred Income Fund as of June 30, 2008

Portfolio Allocation (as a % of total investments)²

2007-2008 Monthly Distributions Per Common Share

Common Share Price Performance—Weekly Closing Price


1	Current Distribution Rate is based on the Fund’s current annualized monthly distribution divided by the Fund’s current market price. The Fund’s monthly distributions to its shareholders may be comprised of ordinary income net realized capital gains and, if at the end of the calendar year the Fund’s cumulative net ordinary income and net realized gains are less than the amount of the Fund’s distributions, a tax return of capital.
2	Excluding derivative transactions.
3	Excluding short-term investments and derivative transactions.


Fund Snapshot
Common Share Price		$10.02

Common Share Net Asset Value		$10.51

Premium/(Discount) to NAV		-4.66%

Current Distribution Rate¹		9.82%

Net Assets Applicable to Common Shares ($000)		$1,259,841


Average Annual Total Return
(Inception 9/24/02)
	On Share
	Price			On NAV
6-Month (Cumulative)		-3.13	%	-5.12%

1-Year		-20.73	%	-16.98%

5-Year		-0.25	%	0.04%

Since Inception		1.73	%	3.07%


Industries
(as a % of total investments)²
Commercial Banks		29.5%

Insurance		18.6%

Real Estate/Mortgage		13.7%

Diversified Financial Services		8.4%

Capital Markets		7.8%

Media		3.7%

Electric Utilities		3.7%

Investment Companies		3.3%

Short-Term Investments		2.1%

Other		9.2%


Top Five Issuers
(as a % of total investments)³
Wachovia Corporation		3.2%

ING Groep N.V.		3.1%

Deutsche Bank AG		2.7%

Barclays Bank PLC		2.7%

American International Group		2.6%


JPS Performance OVERVIEW			Nuveen Quality Preferred Income Fund 2 as of June 30, 2008

Portfolio Allocation (as a % of total investments)²

2007-2008 Monthly Distributions Per Common Share

Common Share Price Performance—Weekly Closing Price


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

2	Excluding derivative transactions.

3	Excluding short-term investments and derivative transactions.


Fund Snapshot
Common Share Price		$9.47

Common Share Net Asset Value		$9.98

Premium/(Discount) to NAV		-5.11%

Current Distribution Rate¹		10.07%

Net Assets Applicable to Common Shares ($000)		$236,437


Average Annual Total Return
(Inception 12/18/02)
	On Share
	Price			On NAV
6-Month (Cumulative)		-5.83	%		-5.46%

1-Year		-22.61	%		-18.70%

5-Year		-1.41	%		-0.23%

Since Inception		0.09	%		1.71%


Industries
(as a % of total investments)²
Commercial Banks		24.0%

Insurance		18.6%

Real Estate/Mortgage		14.5%

Capital Markets		11.1%

Diversified Financial Services		9.3%

Investment Companies		3.8%

Media		3.6%

Short-Term Investments		2.5%

Other		12.6%


Top Five Issuers
(as a % of total investments)³
Wachovia Corporation		3.4%

Citigroup Inc.		3.1%

ING Groep N.V.		3.1%

Deutsche Bank AG		2.9%

Barclays Bank PLC		2.5%


JHP Performance OVERVIEW			Nuveen Quality Preferred Income Fund 3 as of June 30, 2008

Portfolio Allocation (as a % of total investments)²

2007-2008 Monthly Distributions Per Common Share

Common Share Price Performance—Weekly Closing Price


1	Current Distribution Rate is based on the Fund’s current annualized monthly distribution divided by the Fund’s current market price. The Fund’s monthly distributions to its shareholders may be comprised of ordinary income, net realized capital gains and, if at the end of the calendar year the Fund’s cumulative net ordinary income and net realized gains are less than the amount of the Fund’s distributions, a tax return of capital.
2	Excluding derivative transactions.
3	Excluding short-term investments and derivative transactions.

Shareholder Meeting Report

The Annual Meeting of Shareholders was held in the offices of Nuveen Investments on June 30, 2008.


	JTP		JPS		JHP
Approval of the Board Members was
reached as follows:
	Common and		Common and		Common and
	FundPreferred	FundPreferred	FundPreferred	FundPreferred	FundPreferred	FundPreferred
	shares voting	shares voting	shares voting	shares voting	shares voting	shares voting
	together	together	together	together	together	together
	as a class	as a class	as a class	as a class	as a class	as a class
John P. Amboian
For	54,694,138	—	102,040,933	—	20,159,254	—
Withhold	1,355,164	—	1,995,598	—	382,147	—


Total	56,049,302	—	104,036,531	—	20,541,401	—

William C. Hunter
For	—	14,291	—	25,438	—	5,484
Withhold	—	854	—	1,666	—	196

Total	—	15,145	—	27,104	—	5,680

David J. Kundert
For	54,721,731	—	101,996,417	—	20,159,494	—
Withhold	1,327,571	—	2,040,114	—	381,907	—

Total	56,049,302	—	104,036,531	—	20,541,401	—

William J. Schneider
For	—	14,288	—	25,430	—	5,484
Withhold	—	857	—	1,674	—	196

Total	—	15,145	—	27,104	—	5,680

Terence J. Toth
For	54,715,353	—	102,024,209	—	20,171,008	—
Withhold	1,333,949	—	2,012,322	—	370,393	—

Total	56,049,302	—	104,036,531	—	20,541,401	—



JTP		Nuveen Quality Preferred Income Fund Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Shares		Description (1)	Coupon		Ratings (2)	Value
		$25 Par (or similar) Preferred Securities – 95.5% (57.1% of Total Investments)
		Capital Markets – 10.3%
	249,347	BNY Capital Trust V, Series F		5.950%	A	$	5,161,483
	1,295,500	Deutsche Bank Capital Funding Trust II		6.550%	A+		25,586,120
	3,000	Deutsche Bank Capital Funding Trust IX		6.625%	Aa3		59,070
	24,600	Deutsche Bank Contingent Capital Trust III		7.600%	A+		562,602
	1,100	Goldman Sachs Capital I (CORTS)		6.000%	A1		21,945
	11,100	Goldman Sachs Capital I, Series A (CORTS)		6.000%	A1		227,550
	7,700	Goldman Sachs Group Inc. (SATURNS)		5.750%	AA–		150,920
	1,800	Goldman Sachs Group Inc., Series 2003-06 (SATURNS)		6.000%	AA–		37,152
	1,000	Goldman Sachs Group Inc., Series 2003-11 (SATURNS)		5.625%	AA–		18,600
	10,100	Goldman Sachs Group Inc., Series 2004-04 (SATURNS)		6.000%	A1		198,162
	19,600	Goldman Sachs Group Inc., Series 2004-06 (SATURNS)		6.000%	A1		396,312
	28,900	Goldman Sachs Group Inc., Series GSC-3 (PPLUS)		6.000%	A1		540,430
	11,500	Goldman Sachs Group Inc., Series GSC-4 Class A (PPLUS)		6.000%	A1		216,545
	2,200	Goldman Sachs Group Inc., Series GSG-1 (PPLUS)		6.000%	AA–		44,440
	1,600	Goldman Sachs Group Inc., Series GSG-2 (PPLUS)		5.750%	AA–		31,728
	5,300,000	JP Morgan Chase & Company		7.900%	A1		4,984,279
	38,600	JP Morgan Chase Capital XXVI		8.000%	Aa3		999,837
	108,649	Lehman Brothers Holdings Capital Trust III, Series K		6.375%	A2		1,826,390
	69,100	Lehman Brothers Holdings Capital Trust IV, Series L		6.375%	A2		1,133,240
	65,520	Lehman Brothers Holdings Capital Trust VI, Series N		6.240%	A+		1,081,080
	122,413	Merrill Lynch Preferred Capital Trust III		7.000%	A2		2,172,831
	89,700	Merrill Lynch Preferred Capital Trust IV		7.120%	A2		1,648,686
	178,400	Merrill Lynch Preferred Capital Trust V		7.280%	A2		3,369,976
	166,526	Morgan Stanley Capital Trust III		6.250%	A–		3,007,460
	167,669	Morgan Stanley Capital Trust IV		6.250%	A1		2,982,832
	459,305	Morgan Stanley Capital Trust VI		6.600%	A1		8,680,865
	133,124	Morgan Stanley Capital Trust VII		6.600%	A1		2,457,469

		Total Capital Markets					67,598,004
		Commercial Banks – 16.5%
	120,850	ABN AMRO Capital Fund Trust V		5.900%	A		2,044,782
	7,600	Allianz SE		8.375%	A+		189,240
	105,400	ASBC Capital I		7.625%	A3		2,455,820
	37,500	BAC Capital Trust V		6.000%	A+		719,625
	18,900	BAC Capital Trust VIII		6.000%	Aa3		356,265
	29,455	Banco Santander Finance		6.410%	A+		680,411
	191,381	Banco Santander Finance, 144A		6.500%	A+		4,038,139
	206,386	Banco Santander Finance, 144A		6.800%	Aa3		4,532,237
	84,500	Banesto Holdings, Series A, 144A		10.500%	A1		2,564,051
	49,600	Bank One Capital Trust VI		7.200%	Aa3		1,160,640
	264,675	Barclays Bank PLC		8.125%	Aa3		6,508,358
	178,900	Barclays Bank PLC		7.750%	Aa3		4,052,085
	59,600	Barclays Bank PLC		7.100%	Aa3		1,255,176
	2,000	Barclays Bank PLC		6.625%	Aa3		39,040
	176,091	Citizens Funding Trust I		7.500%	Baa1		1,910,587
	116,800	CoBank ACB, 144A		7.000%	N/R		5,417,768
	222,778	Credit Suisse Guernsey		7.900%	A		5,480,339
	237,500	Fifth Third Capital Trust VI		7.250%	A–		3,838,000
	9,700	Fleet Capital Trust VIII		7.200%	Aa3		210,975
	1,400	Fleet Capital Trust IX		6.000%	Aa3		27,405
	2,100	HSBC Holdings PLC		6.200%	A1		43,281
	83,515	KeyCorp Capital Trust IX		6.750%	A3		1,169,210
	459,200	M&T Capital Trust IV		8.500%	A3		11,023,096
	108,500	National Bank of Greece S.A.		9.000%	AAA–		2,761,325
	799,926	National City Capital Trust II		6.625%	BBB+		10,015,074
	200,000	PFCI Capital Corporation		7.750%	A–		5,200,000
	5,950	PNC Capital Trust, Series D		6.125%	A2		120,428
	28,300	PNC Capital Trust, Series E		7.750%	A–		635,901


Shares		Description (1)	Coupon		Ratings (2)	Value
		Commercial Banks (continued)

	124,500	Regions Financing Trust III		8.875%	BBB+	$	2,832,375
	82,633	Royal Bank of Scotland Group PLC, Series L		5.750%	A1		1,332,044
	4,000	Royal Bank of Scotland Group PLC, Series M		6.400%	A1		71,600
	224,762	Royal Bank of Scotland Group PLC, Series N		6.350%	A1		4,054,706
	4,000	Royal Bank of Scotland Group PLC, Series P		6.250%	A1		69,360
	83,039	Royal Bank of Scotland Group PLC, Series T		7.250%	Aa3		1,698,148
	12,400	Royal Bank of Scotland Group PLC		6.600%	Aa3		230,888
	179,500	SunTrust Capital Trust IX		7.875%	A–		3,810,785
	9,400	USB Capital Trust VI		5.750%	Aa3		185,180
	2,300	USB Capital Trust XI		6.600%	A+		48,691
	27,460	VNB Capital Trust I		7.750%	BBB		678,262
	85,000	Wachovia Capital Trust IX		6.375%	A1		1,461,150
	20,700	Wachovia Corporation		8.000%	A		464,094
	158,000	Wells Fargo Capital Trust V		7.000%	Aa2		3,782,520
	13,125	Wells Fargo Capital Trust VII		5.850%	AA–		273,000
	5,400	Wells Fargo Capital Trust XII		7.875%	AA–		134,946
	366,750	Zions Capital Trust B		8.000%	Baa1		8,068,500

		Total Commercial Banks					107,645,507
		Computers & Peripherals – 0.0%
	2,996	IBM Inc., Trust Certificates, Series 2001-2		7.100%	A+		73,911

		Diversified Financial Services – 11.9%
	42,600	Allied Capital Corporation		6.875%	BBB+		636,870
	490,340	BAC Capital Trust XII		6.875%	A+		10,738,446
	305,130	Citigroup Capital Trust VIII		6.950%	A1		6,105,651
	12,000	Citigroup Capital Trust IX		6.000%	A1		205,920
	2,000	Citigroup Capital Trust XI		6.000%	A1		34,300
	2,000	Citigroup Capital X		6.100%	A		34,700
	357,650	Citigroup Capital XV		6.500%	A1		6,627,255
	18,900	Citigroup Capital XVI		6.450%	A1		347,760
	319,800	Citigroup Capital XIX		7.250%	A1		6,766,968
	3,500,000	Citigroup Inc., Series E		8.400%	A		3,331,510
	146,000	Citigroup Inc., Series M		8.125%	A		3,270,400
	192,427	Deutsche Bank Capital Funding Trust VIII		6.375%	Aa3		3,969,769
	989,058	ING Groep N.V.		7.200%	A1		21,294,418
	564,300	ING Groep N.V.		7.050%	A		11,833,371
	8,741	ING Groep N.V.		6.375%	A		162,146
	131,085	Royal Bank of Scotland Group PLC, Series R		6.125%	A1		2,238,932
	3,815	Royal Bank of Scotland Public Limited Company, Series 2006Q		6.750%	A1		71,722

		Total Diversified Financial Services					77,670,138
		Diversified Telecommunication Services – 0.7%
	94,500	AT&T Inc.		6.375%	A		2,363,445
	13,300	BellSouth Capital Funding (CORTS)		7.120%	A		297,588
	74,635	BellSouth Corporation (CORTS)		7.000%	A		1,711,940
	2,200	Verizon Communications (CORTS)		7.625%	A		55,022
	12,200	Verizon Communications, Series 2004-1 (SATURNS)		6.125%	A		284,138
	1,100	Verizon Global Funding Corporation Trust III, Series III (CORTS)		6.250%	A		26,334

		Total Diversified Telecommunication Services					4,738,467
		Electric Utilities – 4.2%
	76,140	DTE Energy Trust I		7.800%	Baa3		1,911,875
	109,205	Entergy Louisiana LLC		7.600%	A–		2,726,849
	2,000	Entergy Mississippi Inc.		7.250%	A–		50,240
	78,400	FPL Group Capital Inc.		6.600%	BBB+		1,940,400
	135,420	Georgia Power Company		6.000%	A		3,270,393
	36,500	National Rural Utilities Cooperative Finance Corporation		6.100%	A3		803,000
	133,025	National Rural Utilities Cooperative Finance Corporation		5.950%	A3		2,927,880



JTP		Nuveen Quality Preferred Income Fund (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Shares		Description (1)	Coupon		Ratings (2)	Value
		Electric Utilities (continued)

	109,300	PPL Energy Supply LLC		7.000%	BBB	$	2,721,570
	441,142	Xcel Energy Inc.		7.600%	BBB–		10,882,973

		Total Electric Utilities					27,235,180
		Food Products – 0.4%
	29,900	Dairy Farmers of America Inc., 144A		7.875%	BBB–		2,440,588
		Household Durables – 0.2%
	56,570	Pulte Homes Inc.		7.375%	BB		1,060,688

		Insurance – 17.6%
	2,500	Aegon N.V.		7.250%	A–		49,500
	2,840	Aegon N.V.		6.875%	A–		51,404
	6,000	Aegon N.V.		6.500%	A–		104,040
	1,165,650	Aegon N.V.		6.375%	A–		19,932,615
	75,053	AMBAC Financial Group Inc.		5.950%	A		555,392	��
	44,000	AMBAC Financial Group Inc.		5.875%	A		330,440
	354,600	American International Group Inc.		7.700%	A		7,939,494
	15,500	Arch Capital Group Limited, Series B		7.875%	BBB–		359,600
	513,512	Arch Capital Group Limited		8.000%	BBB–		11,959,694
	382,400	Berkley WR Corporation, Capital Trust II		6.750%	BBB–		8,355,440
	217,000	Delphi Financial Group, Inc.		8.000%	BBB+		4,967,130
	231,800	Delphi Financial Group, Inc.		7.376%	BBB–		4,336,978
	659,072	EverestRe Capital Trust II		6.200%	BBB		12,271,921
	4,000	Financial Security Assurance Holdings		6.875%	AA		63,960
	6,300	Financial Security Assurance Holdings		6.250%	AA		103,320
	25,600	Lincoln National Capital Trust VI		6.750%	A–		561,920
	265,920	Markel Corporation		7.500%	Baa2		6,392,717
	294,200	PartnerRe Limited, Series C		6.750%	BBB+		6,019,332
	74,500	PartnerRe Limited, Series D		6.500%	BBB+		1,430,400
	80,700	PLC Capital Trust III		7.500%	BBB+		1,740,699
	414,700	PLC Capital Trust IV		7.250%	BBB+		8,808,228
	6,900	PLC Capital Trust V		6.125%	BBB+		134,481
	6,200	Protective Life Corporation		7.250%	BBB		131,068
	8,300	Prudential Financial Inc. (CORTS)		6.000%	A+		167,660
	247,100	Prudential Financial Inc.		9.000%	A–		6,152,790
	264,265	Prudential PLC		6.750%	A–		5,047,462
	284,502	RenaissanceRe Holdings Limited		6.600%	BBB		5,445,368
	66,700	RenaissanceRe Holdings Limited, Series B		7.300%	BBB		1,386,693

		Total Insurance					114,799,746
		IT Services – 0.1%
	31,500	Vertex Industries Inc. (PPLUS)		7.625%	A		784,350
		Media – 6.6%
	103,300	CBS Corporation		7.250%	BBB		2,366,603
	179,300	CBS Corporation		6.750%	BBB		3,783,230
	55,209	Comcast Corporation		7.000%	BBB+		1,302,932
	743,619	Comcast Corporation		7.000%	BBB+		17,251,961
	26,400	Comcast Corporation		6.625%	Baa2		568,392
	828,932	Viacom Inc.		6.850%	BBB		18,112,164

		Total Media					43,385,282
		Oil, Gas & Consumable Fuels – 2.0%
	532,932	Nexen Inc.		7.350%	Baa3		12,822,344

		Pharmaceuticals – 0.1%
	20,500	Bristol-Myers Squibb Company (CORTS)		6.250%	A+		463,300
	13,100	Bristol-Myers Squibb Company Trust (CORTS)		6.800%	A+		320,819

		Total Pharmaceuticals					784,119
		Real Estate/Mortgage – 20.3%
	41,158	AMB Property Corporation, Series M		6.750%	Baa2		885,309
	196,300	AMB Property Corporation, Series P		6.850%	BBB–		4,169,412
	12,500	AvalonBay Communities, Inc., Series H		8.700%	BBB		312,750
	30,100	Developers Diversified Realty Corporation		7.500%	BBB–		646,548


Shares		Description (1)	Coupon				Ratings (2)	Value
		Real Estate/Mortgage (continued)

	47,300	Developers Diversified Realty Corporation, Series G		8.000%			BBB–	$	1,086,481
	406,800	Developers Diversified Realty Corporation, Series H		7.375%			BBB–		8,489,916
	156,200	Duke Realty Corporation, Series L		6.600%			BBB		3,000,602
	50,300	Duke Realty Corporation, Series N		7.250%			BBB		1,062,839
	5,500	Duke Realty Corporation, Series O		8.375%			BBB		130,460
	284,600	First Industrial Realty Trust, Inc., Series J		7.250%			BBB–		5,976,600
	577,439	HRPT Properties Trust, Series B		8.750%			BBB–		13,933,603
	600,300	Kimco Realty Corporation, Series G		7.750%			BBB+		14,143,068
	107,400	Prologis Trust, Series G		6.750%			BBB		2,244,660
	455,900	PS Business Parks, Inc.		7.000%			BBB–		9,300,360
	57,970	PS Business Parks, Inc., Series I		6.875%			BBB–		1,118,821
	240,000	PS Business Parks, Inc., Series L		7.600%			BBB–		5,282,400
	2,500	PS Business Parks, Inc., Series O		7.375%			BBB–		51,225
	17,100	Public Storage, Inc.		6.750%			BBB+		344,565
	64,800	Public Storage, Inc., Series C		6.600%			BBB+		1,283,040
	5,200	Public Storage, Inc., Series E		6.750%			BBB+		105,300
	59,400	Public Storage, Inc., Series F		6.450%			BBB+		1,142,262
	367,196	Public Storage, Inc., Series K		7.250%			BBB+		8,100,344
	99,200	Public Storage, Inc., Series M		6.625%			BBB+		1,971,104
	347,600	Public Storage, Inc., Series V		7.500%			BBB+		8,550,960
	3,371	Public Storage, Inc., Series X		6.450%			BBB+		65,499
	107,100	Public Storage, Inc., Series Y		6.850%			BBB+		2,496,769
	83,500	Realty Income Corporation		7.375%			BBB–		1,995,650
	110,400	Realty Income Corporation, Series E		6.750%			BBB–		2,417,760
	47,500	Regency Centers Corporation		7.450%			BBB		1,058,775
	22,600	Regency Centers Corporation		7.250%			BBB–		487,030
	323,633	Vornado Realty Trust, Series G		6.625%			BBB–		6,391,752
	40,200	Vornado Realty Trust, Series H		6.750%			BBB–		794,754
	91,100	Vornado Realty Trust, Series I		6.625%			BBB–		1,768,251
	594,400	Wachovia Preferred Funding Corporation		7.250%			A2		11,382,760
	531,300	Weingarten Realty Investors, Series F		6.500%			BBB		10,599,435
	2,300	Weingarten Realty Trust, Series E		6.950%			A–		50,600

		Total Real Estate/Mortgage							132,841,664
		Thrifts & Mortgage Finance – 2.7%
	6,800	Countrywide Capital Trust III (PPLUS)		8.050%			Ba1		113,560
	420,987	Countrywide Capital Trust IV		6.750%			Ba1		7,468,309
	503,519	Countrywide Capital Trust V		7.000%			A+		8,806,547
	60,600	Harris Preferred Capital Corporation, Series A		7.375%			A1		1,215,636

		Total Thrifts & Mortgage Finance							17,604,052
		U.S. Agency – 1.3%
	47,500	Federal Home Loan Mortgage Corporation, Notes		5.570%			AA–		854,525
	19,300	Federal Home Loan Mortgage Corporation		6.550%			AA–		379,245
	77,000	Federal Home Loan Mortgage Corporation		8.375%			AA–		1,871,100
	116,000	Federal National Mortgage Association		7.000%			AA–		5,499,131

		Total U.S. Agency							8,604,001
		Wireless Telecommunication Services – 0.6%
	159,700	United States Cellular Corporation		8.750%			Baa3		3,954,172

		Total $25 Par (or similar) Preferred Securities (cost $740,417,716)							624,042,213

Principal
Amount (000)		Description (1)	Coupon		Maturity		Ratings (2)	Value
		Corporate Bonds – 1.4% (0.8% of Total Investments)
		Commercial Banks – 1.4%
$	8,600	Swedbank ForengingsSparbanken AB, 144A		7.500%		9/27/49	Aa3	$	9,118,683

$	8,600	Total Corporate Bonds (cost $9,386,696)							9,118,683



JTP		Nuveen Quality Preferred Income Fund (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Principal
Amount (000)/
Shares		Description (1)	Coupon		Maturity		Ratings (2)	Value
		Capital Preferred Securities – 61.7% (36.8% of Total Investments)
		Capital Markets – 4.5%
	7,850	C.A. Preferred Funding Trust		7.000%		1/30/49	A1	$	7,330,762
	11,400	Dresdner Funding Trust I, 144A		8.151%		6/30/31	A1		9,534,949
	3,050	JPM Chase Capital XXV		6.800%		10/01/37	Aa3		2,745,741
	1,900	MUFG Capital Finance 2		4.850%		7/25/56	BBB+		2,302,704
	2,000	Schwab Capital Trust I		7.500%		11/15/37	A3		1,815,588
	5,500	UBS Preferred Funding Trust I		8.622%		10/29/49	Aa3		5,529,398

		Total Capital Markets							29,259,142

		Commercial Banks – 32.4%
	4,000	AB Svensk Exportkredit, 144A		6.375%		10/27/49	AA–		3,988,056
	19,850	Abbey National Capital Trust I		8.963%		6/30/50	A+		21,795,835
	23,000	AgFirst Farm Credit Bank		8.393%		12/15/16	A		22,538,228
	2,500	AgFirst Farm Credit Bank		7.300%		12/15/53	A		2,317,960
	2,500	Bank One Capital III		8.750%		9/01/30	Aa3		2,760,038
	1,500	BanPonce Trust I, Series A		8.327%		2/01/27	Baa1		1,432,061
	7,200	Barclays Bank PLC, 144A		8.550%		6/15/49	Aa3		7,002,000
	2,000	Barclays Bank PLC		7.434%		12/15/57	Aa3		1,879,044
	1,800	BBVA International Unipersonal		5.919%		4/18/58	Aa3		1,472,555
	2,000	BNP Paribas		7.195%		12/25/57	AA–		1,813,666
	7,500	Capital One Capital IV Corporation		6.745%		2/17/37	Baa1		5,618,243
	3,000	Centura Capital Trust I, 144A		8.845%		6/01/27	A2		3,065,412
	1,700	DBS Capital Funding Corporation, 144A		7.657%		3/15/49	Aa3		1,719,865
	7,180	Den Norske Bank, 144A		7.729%		6/29/49	Aa3		7,202,165
	1,500	First Midwest Bancorp Inc.		6.950%		12/01/33	Baa1		1,185,051
	4,500	HBOS Capital Funding LP, Notes		6.850%		3/23/49	A1		3,629,624
	11,400	HBOS PLC, Series, 144A		6.413%		4/01/49	A1		7,984,788
	4,000	HBOS PLC, Series, 144A		6.657%		11/21/57	A1		2,809,916
	5,750	HSBC Capital Funding LP, 144A		9.547%		12/31/49	A1		6,002,155
	17,150	HSBC Capital Funding LP, Debt		10.176%		6/30/50	A1		21,091,172
	3,000	HT1 Funding, GmbH		6.352%		6/30/57	A–		3,664,925
	13,000	KBC Bank Fund Trust III, 144A		9.860%		5/02/50	A1		13,716,261
	2,000	KeyCorp Capital III		7.750%		7/15/29	A3		1,714,518
	2,390	Lloyds TSB Bank PLC, Subordinated Note		6.900%		11/22/49	Aa2		2,213,252
	12,000	Mizuho Financial Group		8.375%		4/27/49	Aa3		12,026,004
	4,255	Nordbanken AB, 144A		8.950%		11/29/49	Aa3		4,402,478
	700	Northgroup Preferred Capital Corporation, 144A		6.378%		10/15/57	A1		482,516
	2,000	Popular North American Capital Trust I		6.564%		9/15/34	Baa1		1,370,034
	17,500	Reliance Capital Trust I, Series B		8.170%		5/01/28	N/R		14,654,483
	1,500	Royal Bank of Scotland Group PLC, Series U		7.640%		3/31/49	A1		1,373,682
	9,400	Shinsei Finance II Cayman Limited, Perpetual Maturity, 144A		7.160%		7/25/49	Baa2		6,638,750
	5,000	Sparebanken Rogaland, Notes, 144A		6.443%		5/01/49	A2		4,956,255
	2,600	Standard Chartered PLC, 144A		6.409%		1/30/57	BBB+		2,089,651
	3,600	Standard Chartered PLC, 144A		7.014%		1/30/58	BBB+		3,109,244
	6,100	Swedbank ForeningsSparbanken AB, 144A		9.000%		9/17/50	A1		6,187,376
	4,700	Unicredito Italiano Capital Trust, 144A		9.200%		4/05/51	A1		4,821,509
	800	Union Bank of Norway		7.068%		11/19/49	A		1,210,942

		Total Commercial Banks							211,939,714
		Diversified Financial Services – 1.8%
	1,500	BNP Paribas Capital Trust, 144A		9.003%		12/29/49	AA–		1,566,180
	3,500	Fulton Capital Trust I		6.290%		2/01/36	A3		2,426,550
	8,100	Old Mutual Capital Funding, Notes		8.000%		6/22/53	Baa2		7,715,250

		Total Diversified Financial Services							11,707,980
		Diversified Telecommunication Services – 1.7%
	11	Centaur Funding Corporation, Series B, 144A		9.080%		4/21/20	BBB		11,126,953
		Insurance – 15.3%
	7,570	Ace Capital Trust II		9.700%		4/01/30	Baa1		8,255,993
	2,000	American General Capital II		8.500%		7/01/30	A1		2,075,648
	16,600	American International Group		8.175%		5/15/58	A1		15,664,142
	13,150	AXA S.A., 144A		6.463%		12/14/49	BBB+		10,538,147


Principal
Amount (000)/
Shares		Description (1)	Coupon		Maturity		Ratings (2)	Value
		Insurance (continued)

	5,500	Great West Life and Annuity Capital I		6.625%		11/15/34	A–	$	4,313,353
	3,800	Great West Life and Annuity Insurance Company		7.153%		5/16/46	A–		3,405,115
	5,000	MetLife Capital Trust IV		7.875%		12/15/67	BBB+		4,913,745
	2,000	MetLife Capital Trust X		9.250%		4/08/68	BBB+		2,159,336
	1,400	Nationwide Financial Services Capital Trust		7.899%		3/01/37	Baa1		1,241,170
	4,100	Nationwide Financial Services Inc.		6.750%		5/15/67	Baa1		3,256,257
	6,500	Oil Insurance Limited, 144A		7.558%		12/30/49	Baa1		5,548,836
	6,100	Progressive Corporation		6.700%		6/15/37	A2		5,357,539
	3,500	Prudential Financial Inc.		8.875%		6/15/38	A–		3,504,722
	2,000	Prudential PLC		6.500%		6/29/49	A		1,706,902
	10,200	QBE Capital Funding Trust II, 144A		6.797%		6/01/49	BBB		8,564,318
	22,000	XL Capital, Limited		6.500%		10/15/57	BBB		14,872,132
	5,000	ZFS Finance USA Trust V		6.500%		5/09/67	BBB+		4,371,050

		Total Insurance							99,748,405
		Real Estate – 2.8%
	2,000	CBG Florida REIT Corporation		7.114%		11/15/49	BB+		543,472
	19	Firstar Realty LLC, 144A		8.875%		12/31/50	Aa3		17,675,938

		Total Real Estate							18,219,410
		Road & Rail – 1.1%
	7,600	Burlington Northern Santa Fe Funding Trust I		6.613%		12/15/55	BBB		6,891,102
		Thrifts & Mortgage Finance – 2.1%
	2,000	Caisse Nationale Des Caisses d’Epargne et de Prevoyance		6.750%		1/27/49	A+		1,890,524
	800	Onbank Capital Trust I		9.250%		2/01/27	A3		833,301
	14,900	Washington Mutual Preferred Funding Cayman, Series A-1, 144A		7.250%		3/15/49	BB+		8,426,382
	4,600	Washington Mutual Preferred Funding Trust II		6.665%		3/15/57	BB+		2,487,390

		Total Thrifts & Mortgage Finance							13,637,597

		Total Capital Preferred Securities (cost $473,589,657)							402,530,303

Shares		Description (1)						Value
		Investment Companies – 5.7% (3.4% of Total Investments)
	251,398	Blackrock Preferred and Corporate Income Strategies Fund						$	3,841,361
	601,789	Blackrock Preferred Income Strategies Fund							9,159,229
	100,221	Blackrock Preferred Opportunity Trust							1,758,879
	643,692	Flaherty and Crumrine/Claymore Preferred Securities Income Fund Inc.							8,973,066
	216,228	Flaherty and Crumrine/Claymore Total Return Fund Inc.							3,239,095
	48,147	John Hancock Preferred Income Fund							911,423
	52,729	John Hancock Preferred Income Fund II							986,032
	497,219	John Hancock Preferred Income Fund III							8,288,641

		Total Investment Companies (cost $49,085,905)							37,157,726

Principal
Amount (000)		Description (1)	Coupon		Maturity		Ratings (2)	Value
		U.S. Government and Agency Obligations – 0.5% (0.3% of Total Investments)
$	2,000	U.S. Treasury Notes, (3)		3.625%		10/31/09	AAA	$	2,034,220
	1,500	U.S. Treasury Notes, (3)		3.125%		11/30/09	AAA		1,516,056

$	3,500	Total U.S. Government and Agency Obligations (cost $3,556,190)							3,550,276



JTP		Nuveen Quality Preferred Income Fund (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)

Principal

Amount (000)

Description (1)

Coupon

Maturity

Ratings (2)

Value

Short-Term Investments – 2.6% (1.6% of Total Investments)

17,185

Repurchase Agreement with Fixed Income Clearing Corporation, dated 6/30/08, repurchase price $17,185,236, collateralized by $16,875,000 U.S. Treasury Notes, 3.875%, due 2/15/13, value $17,528,906

1.350%

7/01/08

17,184,592

Total Short-Term Investments (cost $17,184,592)

17,184,592

Total Investments (cost $1,293,220,756) – 167.4%

1,093,583,793

Other Assets Less Liabilities – (0.0)%

(325,155

)

FundPreferred Shares, at Liquidation Value – (67.4)% (4)

(440,000,000

)

Net Assets Applicable to Common Shares – 100%

653,258,638

Interest Rate Swaps outstanding at June 30, 2008:

Fund

Fixed Rate

Unrealized

Notional

Pay/Receive

Floating Rate

Fixed Rate

Payment

Termination

Appreciation

Counterparty

Amount

Floating Rate

Index

(Annualized)

Frequency

Date

(Depreciation)

Citigroup Inc.

110,000,000

Receive

1-Month USD-LIBOR

4.350%

Monthly

8/29/09

(1,494,344

)

USD-LIBOR (United States Dollar-London Inter-Bank Offered Rate)


(1)		All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)		Ratings: Using the higher of Standard & Poor’s Group (“Standard & Poor’s”) or Moody’s Investor Service, Inc. (“Moody’s”) rating. Ratings below BBB by Standard & Poor’s or Baa by Moody’s are considered to be below investment grade.
(3)		Portion of investment, with an aggregate market value of $1,232,025, has been pledged to collateralize the net payment obligations under interest rate swap contracts.
(4)		FundPreferred Shares, at Liquidation Value as a percentage of total investments is (40.2)%.
N/R		Not rated.
144A		Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration which are normally those transactions with qualified institutional buyers.
CORTS		Corporate Backed Trust Securities.
PPLUS		PreferredPlus Trust.
SATURNS		Structured Asset Trust Unit Repackaging.

See accompanying notes to financial statements.



JPS		Nuveen Quality Preferred Income Fund 2 Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Shares		Description (1)	Coupon		Ratings (2)		Value
		$25 Par (or similar) Preferred Securities – 94.0% (57.5% of Total Investments)
		Capital Markets – 7.1%
	27,793	BNY Capital Trust V, Series F		5.950%		A	$	575,315
	1,338,200	Deutsche Bank Capital Funding Trust II		6.550%		A+		26,429,450
	219,800	Deutsche Bank Contingent Capital Trust III		7.600%		A+		5,026,826
	10,400	Goldman Sachs Capital I (CORTS)		6.000%		A1		207,480
	13,200	Goldman Sachs Capital I, Series A (CORTS)		6.000%		A1		270,600
	4,800	Goldman Sachs Group Inc. (SATURNS)		5.750%		AA–		94,080
	1,800	Goldman Sachs Group Inc., Series 2003-06 (SATURNS)		6.000%		AA–		37,152
	9,700	Goldman Sachs Group Inc., Series 2003-11 (SATURNS)		5.625%		AA–		180,420
	30,900	Goldman Sachs Group Inc., Series 2004-04 (SATURNS)		6.000%		A1		606,258
	7,000	Goldman Sachs Group Inc., Series 2004-06 (SATURNS)		6.000%		A1		141,540
	14,200	Goldman Sachs Group Inc., Series 2004-4 (CORTS)		6.000%		A1		266,960
	17,400	Goldman Sachs Group Inc., Series GSC-3 (PPLUS)		6.000%		A1		325,380
	19,200	Goldman Sachs Group Inc., Series GSC-4 Class A (PPLUS)		6.000%		A1		361,536
	108,800	Goldman Sachs Group Inc., Series GSG-1 (PPLUS)		6.000%		AA–		2,197,760
	7,800	Goldman Sachs Group Inc., Series GSG-2 (PPLUS)		5.750%		AA–		154,674
	8,300,000	JP Morgan Chase & Company		7.900%		A1		7,805,569
	120,200	JP Morgan Chase Capital XXVI		8.000%		Aa3		3,113,481
	227,900	Lehman Brothers Holdings Capital Trust III, Series K		6.375%		A2		3,830,999
	90,900	Lehman Brothers Holdings Capital Trust IV, Series L		6.375%		A2		1,490,760
	23,983	Lehman Brothers Holdings Capital Trust V, Series M		6.000%		A2		385,407
	197,781	Merrill Lynch Preferred Capital Trust III		7.000%		A2		3,510,613
	137,800	Merrill Lynch Preferred Capital Trust IV		7.120%		A2		2,532,764
	243,200	Merrill Lynch Preferred Capital Trust V		7.280%		A2		4,594,048
	416,864	Morgan Stanley Capital Trust III		6.250%		A–		7,528,564
	287,957	Morgan Stanley Capital Trust IV		6.250%		A1		5,122,755
	34,779	Morgan Stanley Capital Trust V		5.750%		A1		589,504
	495,400	Morgan Stanley Capital Trust VI		6.600%		A1		9,363,060
	111,297	Morgan Stanley Capital Trust VII		6.600%		A1		2,054,543

		Total Capital Markets						88,797,498
		Commercial Banks – 16.7%
	47,100	ABN AMRO Capital Fund Trust V		5.900%		A		796,932
	162,960	ASBC Capital I		7.625%		A3		3,796,968
	7,100	BAC Capital Trust IV		5.875%		Aa3		135,965
	7,100	BAC Capital Trust V		6.000%		A+		136,249
	8,000	BAC Capital Trust VIII		6.000%		Aa3		150,800
	48,000	BAC Capital Trust X		6.250%		Aa3		962,400
	86,879	Banco Santander Finance, 144A		6.500%		A+		1,833,147
	221,657	Banco Santander Finance, 144A		6.800%		Aa3		4,867,588
	17,800	BancorpSouth Capital Trust I		8.150%		Baa1		445,178
	731,000	Banesto Holdings, Series A, 144A		10.500%		A1		22,181,318
	100,000	Bank of America Corporation		6.625%		A+		2,109,000
	203,200	Bank One Capital Trust VI		7.200%		Aa3		4,754,880
	530,385	Barclays Bank PLC		8.125%		Aa3		13,042,167
	100,000	Barclays Bank PLC		7.750%		Aa3		2,265,000
	100,000	Barclays Bank PLC		7.100%		Aa3		2,106,000
	19,529	Barclays Bank PLC		6.625%		Aa3		381,206
	261,500	Capital One Capital II Corporation		7.500%		Baa1		4,850,825
	447,955	Citizens Funding Trust I		7.500%		Baa1		4,860,312
	225,500	CoBank ACB, 144A		7.000%		N/R		10,459,818
	41,700	Credit Suisse Guernsey		7.900%		A		1,025,820
	659,300	Fifth Third Capital Trust VI		7.250%		A–		10,654,288
	2,100	Fleet Capital Trust IX		6.000%		Aa3		41,108
	372,995	HSBC Finance Corporation		6.875%		AA–		8,489,366
	91,549	HSBC Finance Corporation		6.000%		AA–		1,977,458
	456,400	HSBC Holdings PLC		8.125%		A		11,884,656
	3,000	HSBC Holdings PLC		6.200%		A1		61,830
	4,500	KeyCorp Capital Trust V		5.875%		A3		61,875



JPS		Nuveen Quality Preferred Income Fund 2 (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Shares		Description (1)	Coupon		Ratings (2)		Value
		Commercial Banks (continued)

	3,900	KeyCorp Capital Trust VI		6.125%		A3	$	54,678
	41,862	KeyCorp Capital VIII		7.000%		A3		604,906
	51,398	KeyCorp Capital Trust IX		6.750%		A3		719,572
	109,800	M&T Capital Trust IV		8.500%		A3		2,635,749
	132,610	National Bank of Greece S.A.		9.000%		AAA–		3,374,925
	1,117,787	National City Capital Trust II		6.625%		BBB+		13,994,693
	42,294	National City Capital Trust IV		8.000%		BBB+		634,410
	1,800	National Westminster Bank PLC		7.760%		Aa3		39,060
	289,600	PFCI Capital Corporation		7.750%		A–		7,529,600
	35,600	PNC Capital Trust		7.750%		A–		799,932
	11,700	PNC Capital Trust		6.125%		A2		236,808
	50,000	Royal Bank of Scotland Group PLC, Series L		5.750%		A1		806,000
	13,500	Royal Bank of Scotland Group PLC, Series M		6.400%		A1		241,650
	580,533	Royal Bank of Scotland Group PLC, Series N		6.350%		A1		10,472,815
	18,943	Royal Bank of Scotland Group PLC, Series P		6.250%		A1		328,472
	231,400	Royal Bank of Scotland Group PLC, Series T		7.250%		Aa3		4,732,130
	103,900	Royal Bank of Scotland Group PLC		6.600%		Aa3		1,934,618
	3,500	SunAmerica (CORTS)		6.700%		AA–		66,605
	227,400	SunTrust Capital Trust IX		7.875%		A–		4,827,702
	8,100	USB Capital Trust VI		5.750%		Aa3		159,570
	12,300	USB Capital Trust VII		5.875%		Aa3		248,706
	515,850	USB Capital Trust XI		6.600%		A+		10,920,545
	74,740	VNB Capital Trust I		7.750%		BBB		1,846,078
	9,715	Wachovia Capital Trust IX		6.375%		A1		167,001
	176,316	Wachovia Trust IV		6.375%		A1		3,083,767
	181,349	Wells Fargo Capital Trust V		7.000%		Aa2		4,341,495
	37,981	Wells Fargo Capital Trust VII		5.850%		AA–		790,005
	307,119	Wells Fargo Capital Trust XII		7.875%		AA–		7,674,904
	588,750	Zions Capital Trust B		8.000%		Baa1		12,952,500

		Total Commercial Banks						210,551,050
		Computers & Peripherals – 0.0%
	7,200	IBM Corporation, Class A (CORTS)		5.625%		A+		155,304
	11,310	IBM Inc., Trust Certificates, Series 2001-2		7.100%		A+		279,018

		Total Computers & Peripherals						434,322
		Diversified Financial Services – 11.8%
	6,300	Allied Capital Corporation		6.875%		BBB+		94,185
	3,000	American International Group (CORTS)		6.125%		A1		50,250
	287,160	BAC Capital Trust XII		6.875%		A+		6,288,804
	556,725	Citigroup Capital Trust VIII		6.950%		A1		11,140,067
	101,190	Citigroup Capital Trust IX		6.000%		A1		1,736,420
	34,300	Citigroup Capital Trust XI		6.000%		A1		588,245
	46,500	Citigroup Capital X		6.100%		A		806,775
	824,088	Citigroup Capital XV		6.500%		A1		15,270,351
	27,900	Citigroup Capital XVI		6.450%		A1		513,360
	103,000	Citigroup Capital XVII		6.350%		A1		1,820,010
	67,000	CitiGroup Capital XIX		7.250%		A1		1,417,720
	241,800	Citigroup Capital XX		7.875%		A		5,750,609
	10,000,000	Citigroup Inc., Series E		8.400%		A		9,518,600
	100,000	Citigroup Inc., Series F		8.500%		A		2,324,000
	67,700	Citigroup Inc., Series M		8.125%		A		1,516,480
	1,087,200	Deutsche Bank Capital Funding Trust VIII		6.375%		Aa3		22,428,936
	104,612	General Electric Capital Corporation		6.450%		AAA		2,666,560
	100	General Electric Capital Corporation		6.050%		AAA		2,518
	1,484,400	ING Groep N.V.		7.200%		A1		31,959,132
	1,432,255	ING Groep N.V.		7.050%		A		30,034,387
	25,800	ING Groep N.V.		6.375%		A		478,590
	2,900	JPMorgan Chase Capital Trust XIV		6.200%		Aa3		61,596
	114,500	Merrill Lynch Capital Trust I		6.450%		A+		1,986,575
	1,000	Royal Bank of Scotland Group PLC, Series R		6.125%		A1		17,080
	17,400	Royal Bank of Scotland Public Limited Company, Series 2006Q		6.750%		A1		327,120

		Total Diversified Financial Services						148,798,370


Shares		Description (1)	Coupon			Ratings (2)		Value
		Diversified Telecommunication Services – 0.3%
	87,100	AT&T Inc.		6.375%			A	$	2,178,371
	17,500	BellSouth Capital Funding (CORTS)		7.120%			A		391,563
	43,200	BellSouth Corporation (CORTS)		7.000%			A		990,900
	28,800	Verizon Communications (CORTS)		7.625%	��		A		720,288

		Total Diversified Telecommunication Services							4,281,122
		Electric Utilities – 6.0%
	27,300	DTE Energy Trust I		7.800%			Baa3		685,503
	1,200	Entergy Arkansas Inc.		6.700%			AA		29,952
	3,700	Entergy Arkansas Inc.		6.000%			AA		92,167
	57,350	Entergy Louisiana LLC		7.600%			A–		1,432,030
	1,298,900	Entergy Mississippi Inc.		7.250%			A–		32,628,366
	1,400	Entergy Mississippi Inc.		6.000%			AAA		34,636
	110,392	FPL Group Capital Inc.		6.600%			BBB+		2,732,202
	6,500	FPL Group Capital Trust I		5.875%			A3		153,725
	1,600	National Rural Utilities Cooperative Finance Corporation		6.750%			A3		38,224
	8,900	National Rural Utilities Cooperative Finance Corporation		6.100%			A3		195,800
	25,600	National Rural Utilities Cooperative Finance Corporation		5.950%			A3		563,456
	332,100	PPL Capital Funding, Inc.		6.850%			Baa2		8,066,709
	356,600	PPL Energy Supply LLC		7.000%			BBB		8,879,340
	837,882	Xcel Energy Inc.		7.600%			BBB–		20,670,549

		Total Electric Utilities							76,202,659
		Food Products – 0.4%
	56,900	Dairy Farmers of America Inc., 144A		7.875%			BBB–		4,644,463
		Household Durables – 0.2%
	114,252	Pulte Homes Inc.		7.375%			BB		2,142,225
		Insurance – 16.5%
	1,000	Aegon N.V., Series 1		4.000%			A–		16,790
	79,974	Aegon N.V.		6.875%			A–		1,447,529
	2,463,950	Aegon N.V.		6.375%			A–		42,133,543
	10,400	Aegon N.V.		7.250%			A–		205,920
	4,400	AIG Capital Securities, Series 2002-11 (SATURNS)		6.000%			A1		74,580
	67,190	AMBAC Financial Group Inc.		5.950%			A		497,206
	6,000	American International Group, Inc.		6.450%			A1		109,740
	315,000	American International Group, Inc.		7.700%			A		7,052,850
	989,983	Arch Capital Group Limited		8.000%			BBB–		23,056,704
	12,500	Arch Capital Group Limited, Series B		7.875%			BBB–		290,000
	711,446	Berkley WR Corporation, Capital Trust II		6.750%			BBB–		15,545,095
	660,207	Delphi Financial Group, Inc.		8.000%			BBB+		15,112,138
	426,900	Delphi Financial Group, Inc.		7.376%			BBB–		7,987,299
	316,050	EverestRe Capital Trust II		6.200%			BBB		5,884,851
	63,800	Financial Security Assurance Holdings		6.875%			AA		1,020,162
	718,000	Financial Security Assurance Holdings		6.250%			AA		11,775,200
	2,800	Financial Security Assurance Holdings		5.600%			AA		38,920
	54,100	Lincoln National Capital Trust VI		6.750%			A–		1,187,495
	14,900	Lincoln National Corporation		6.750%			A–		334,654
	531,600	Markel Corporation		7.500%			Baa2		12,779,664
	668,320	PartnerRe Limited, Series C		6.750%			BBB+		13,673,827
	6,200	PartnerRe Limited, Series D		6.500%			BBB+		119,040
	110,300	PLC Capital Trust III		7.500%			BBB+		2,379,171
	462,240	PLC Capital Trust IV		7.250%			BBB+		9,817,978
	28,100	PLC Capital Trust V		6.125%			BBB+		547,669
	109,600	Protective Life Corporation		7.250%			BBB		2,316,944
	9,400	Prudential Financial Inc. (CORTS)		6.000%			A+		189,880
	550,600	Prudential Financial Inc.		9.000%			A–		13,709,940
	380,900	Prudential PLC		6.750%			A–		7,275,190
	19,500	Prudential PLC		6.500%			A–		360,750
	358,200	RenaissanceRe Holdings Limited		6.600%			BBB		6,855,948
	158,000	RenaissanceRe Holdings Limited, Series B		7.300%			BBB		3,284,820
	20,500	RenaissanceRe Holdings Limited, Series C		6.080%			BBB+		353,830
	5,600	Torchmark Capital Trust III		7.100%			BBB+		123,200

		Total Insurance							207,558,527



JPS		Nuveen Quality Preferred Income Fund 2 (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Shares		Description (1)	Coupon		Ratings (2)		Value
		IT Services – 0.0%
	17,300	Vertex Industries Inc. (PPLUS)		7.625%		A	$	430,770
		Media – 6.1%
	167,400	CBS Corporation		7.250%		BBB		3,835,134
	864,700	CBS Corporation		6.750%		BBB		18,245,170
	1,372,514	Comcast Corporation		7.000%		BBB+		31,842,325
	17,000	Comcast Corporation		6.625%		Baa2		366,010
	1,003,840	Viacom Inc.		6.850%		BBB		21,933,904
	3,500	Walt Disney Company (CORTS)		6.875%		A		88,445

		Total Media						76,310,988
		Oil, Gas & Consumable Fuels – 1.7%
	908,311	Nexen Inc.		7.350%		Baa3		21,853,963
		Pharmaceuticals – 0.0%
	7,600	Bristol-Myers Squibb Company (CORTS)		6.250%		A+		171,760
	7,500	Bristol-Myers Squibb Company Trust (CORTS)		6.800%		A+		183,675

		Total Pharmaceuticals						355,435
		Real Estate/Mortgage – 22.0%
	212,979	AMB Property Corporation, Series P		6.850%		BBB–		4,523,674
	94,100	AvalonBay Communities, Inc., Series H		8.700%		BBB		2,354,382
	105,805	BRE Properties, Series C		6.750%		BBB–		2,190,164
	32,635	BRE Properties, Series D		6.750%		BBB–		674,239
	61,667	Developers Diversified Realty Corporation		7.500%		BBB–		1,324,607
	639,813	Developers Diversified Realty Corporation, Series G		8.000%		BBB–		14,696,505
	191,323	Developers Diversified Realty Corporation, Series H		7.375%		BBB–		3,992,911
	231,300	Duke Realty Corporation, Series K		6.500%		BBB		4,545,045
	302,600	Duke Realty Corporation, Series L		6.600%		BBB		5,812,946
	2,200	Duke Realty Corporation, Series N		7.250%		BBB		46,486
	62,000	Duke Realty Corporation, Series O		8.375%		BBB		1,470,640
	154,846	Duke-Weeks Realty Corporation		6.950%		BBB		3,100,017
	5,600	Duke-Weeks Realty Corporation		6.625%		BBB		110,768
	5,300	First Industrial Realty Trust, Inc., Series J		7.250%		BBB–		112,095
	285,900	First Industrial Realty Trust, Inc., Series J		7.250%		BBB–		6,003,900
	1,066,465	HRPT Properties Trust, Series B		8.750%		BBB–		25,733,800
	75,880	HRPT Properties Trust, Series C		7.125%		BBB–		1,591,204
	173,100	Kimco Realty Corporation, Series F		6.650%		BBB+		3,695,685
	905,801	Kimco Realty Corporation, Series G		7.750%		BBB+		21,340,672
	95,328	Prologis Trust, Series G		6.750%		BBB		1,992,355
	60,100	PS Business Parks, Inc.		6.700%		BBB–		1,162,935
	782,929	PS Business Parks, Inc.		7.000%		BBB–		15,971,752
	108,900	PS Business Parks, Inc., Series I		6.875%		BBB–		2,101,770
	110,700	PS Business Parks, Inc., Series K		7.950%		BBB–		2,605,878
	401,000	PS Business Parks, Inc., Series L		7.600%		BBB–		8,826,010
	6,300	PS Business Parks, Inc., Series O		7.375%		BBB–		129,087
	43,400	Public Storage, Inc.		6.750%		BBB+		874,510
	234,600	Public Storage, Inc., Series C		6.600%		BBB+		4,645,080
	41,400	Public Storage, Inc., Series E		6.750%		BBB+		838,350
	73,666	Public Storage, Inc., Series F		6.450%		BBB+		1,416,597
	20,130	Public Storage, Inc., Series H		6.950%		BBB+		418,100
	401,300	Public Storage, Inc., Series I		7.250%		BBB+		8,989,120
	381,020	Public Storage, Inc., Series K		7.250%		BBB+		8,405,301
	711,570	Public Storage, Inc., Series M		6.625%		BBB+		14,138,896
	146,900	Public Storage, Inc., Series V		7.500%		BBB+		3,613,740
	10,100	Public Storage, Inc., Series X		6.450%		BBB+		196,243
	67,600	Public Storage, Inc., Series Y		6.850%		BBB+		1,575,925
	4,000	Public Storage, Inc., Series Z		6.250%		BBB+		75,000
	159,400	Realty Income Corporation		7.375%		BBB–		3,809,660
	474,358	Realty Income Corporation, Series E		6.750%		BBB–		10,388,440
	325,223	Regency Centers Corporation		7.450%		BBB		7,249,221
	245,800	Regency Centers Corporation		7.250%		BBB–		5,296,990
	40,200	United Dominion Realty Trust		6.750%		BBB–		877,566
	4,100	Vornado Realty Trust, Series F		6.750%		BBB–		81,590
	219,940	Vornado Realty Trust, Series G		6.625%		BBB–		4,343,815


Shares		Description (1)	Coupon		Ratings (2)		Value
		Real Estate/Mortgage (continued)

	122,800	Vornado Realty Trust, Series H		6.750%		BBB–	$	2,427,756
	220,250	Vornado Realty Trust, Series I		6.625%		BBB–		4,275,053
	2,293,500	Wachovia Preferred Funding Corporation		7.250%		A2		43,920,521
	482,200	Weingarten Realty Investors, Series F		6.500%		BBB		9,619,890
	1,100	Weingarten Realty Trust, Preferred Securities		6.750%		A–		23,375
	158,600	Weingarten Realty Trust, Series E		6.950%		A–		3,489,200

		Total Real Estate/Mortgage						277,099,466
		Thrifts & Mortgage Finance – 1.7%
	501,353	Countrywide Capital Trust IV		6.750%		Ba1		8,894,002
	699,737	Countrywide Capital Trust V		7.000%		A+		12,238,400
	24,200	Harris Preferred Capital Corporation, Series A		7.375%		A1		485,452

		Total Thrifts & Mortgage Finance						21,617,854
		U.S. Agency – 1.6%
	76,600	Federal Home Loan Mortgage Corporation, Notes		5.570%		AA–		1,378,034
	67,200	Federal Home Loan Mortgage Corporation		6.550%		AA–		1,320,480
	289,000	Federal Home Loan Mortgage Corporation		8.375%		AA–		7,022,700
	221,000	Federal National Mortgage Association		7.000%		AA–		10,476,792

		Total U.S. Agency						20,198,006
		Wireless Telecommunication Services – 1.9%
	939,840	United States Cellular Corporation		8.750%		Baa3		23,270,438

		Total $25 Par (or similar) Preferred Securities (cost $1,391,044,116)						1,184,547,156

Principal

Amount (000)

Description (1)

Coupon

Maturity

Ratings (2)

Value

Corporate Bonds – 0.4% (0.2% of Total Investments)

Commercial Banks – 0.4%

4,400

Swedbank ForengingsSparbanken AB, 144A

7.500%

9/27/49

Aa3

4,665,373

4,400

Total Corporate Bonds (cost $4,840,055)

4,665,373


Principal
Amount (000)/
Shares		Description (1)	Coupon		Maturity		Ratings (2)		Value
		Capital Preferred Securities – 59.9% (36.6% of Total Investments)
		Capital Markets – 5.8%
	4,900	C.A. Preferred Funding Trust		7.000%		1/30/49		A1	$	4,575,890
	21,190	Dresdner Funding Trust I, 144A		8.151%		6/30/31		A1		17,723,295
	17,095	First Union Capital Trust II, Series A		7.950%		11/15/29		A1		16,820,198
	7,120	JPM Chase Capital XXV		6.800%		10/01/37		Aa3		6,409,730
	3,600	MUFG Capital Finance 2		4.850%		7/25/56		BBB+		4,363,018
	3,000	Schwab Capital Trust I		7.500%		11/15/37		A3		2,723,382
	19,800	UBS Preferred Funding Trust I		8.622%		10/29/49		Aa3		19,905,831

		Total Capital Markets								72,521,344

		Commercial Banks – 31.1%
	10,000	AB Svensk Exportkredit, 144A		6.375%		10/27/49		AA–		9,970,140
	36,650	Abbey National Capital Trust I		8.963%		6/30/50		A+		40,242,688
	29,000	AgFirst Farm Credit Bank		8.393%		12/15/16		A		28,417,767
	7,100	AgFirst Farm Credit Bank		7.300%		12/15/53		A		6,583,006
	6,500	Bank One Capital III		8.750%		9/01/30		Aa3		7,176,098
	4,300	BankAmerica Institutional Capital Trust, Series B, 144A		7.700%		12/31/26		Aa3		4,235,100
	4,500	BanPonce Trust I, Series A		8.327%		2/01/27		Baa1		4,296,182
	36,000	Barclays Bank PLC, 144A		8.550%		6/15/49		Aa3		35,009,998
	1,000	Barclays Bank PLC		7.434%		12/15/57		Aa3		939,522
	3,600	BBVA International Unipersonal		5.919%		4/18/58		Aa3		2,945,110
	1,000	BNP Paribas		7.195%		12/25/57		AA–		906,833
	5,000	Capital One Capital III Corporation		7.686%		8/15/36		Baa1		4,010,590
	6,920	Capital One Capital IV Corporation		6.745%		2/17/37		Baa1		5,183,765
	6,250	Credit Agricole S.A.		6.637%		5/29/49		Aa3		5,213,163



JPS		Nuveen Quality Preferred Income Fund 2 (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Principal
Amount (000)/
Shares			Description (1)	Coupon		Maturity		Ratings (2)		Value
			Commercial Banks (continued)

	3,700		DBS Capital Funding Corporation, 144A		7.657%		3/15/49		Aa3	$	3,743,235
	6,000		Den Norske Bank, 144A		7.729%		6/29/49		Aa3		6,018,522
	1,500		First Empire Capital Trust I		8.234%		2/01/27		A3		1,496,445
	1,500		First Midwest Bancorp Inc.		6.950%		12/01/33		Baa1		1,185,051
	6,310		HBOS Capital Funding LP, Notes		6.850%		3/23/49		A1		5,089,539
	19,200		HBOS PLC, Series, 144A		6.413%		4/01/49		A1		13,448,064
	5,000		HBOS PLC, Series, 144A		6.657%		11/21/57		A1		3,512,395
	2,400		HSBC Capital Funding LP, 144A		9.547%		12/31/49		A1		2,505,247
	6,250		HSBC Capital Funding LP, Debt		10.176%		6/30/50		A1		7,686,288
	6,000		HT1 Funding, GmbH		6.352%		6/30/57		A–		7,329,851
	25,000		KBC Bank Fund Trust III, 144A		9.860%		5/02/50		A1		26,377,425
	8,000		KeyCorp Capital III		7.750%		7/15/29		A3		6,858,072
	8,500		Lloyds TSB Bank PLC, Subordinated Note		6.900%		11/22/49		Aa2		7,871,400
	14,000		Mizuho Financial Group		8.375%		4/27/49		Aa3		14,030,338
	8,000		Nordbanken AB, 144A		8.950%		11/29/49		Aa3		8,277,280
	8,000		North Fork Capital Trust II		8.000%		12/15/27		Baa1		7,055,072
	10,000		Northgroup Preferred Capital Corporation, 144A		6.378%		10/15/57		A1		6,893,090
	12,000		PNC Preferred Funding Trust III		8.700%		3/15/58		A–		11,963,484
	2,000		Popular North American Capital Trust I		6.564%		9/15/34		Baa1		1,370,034
	8,000		Reliance Capital Trust I, Series B		8.170%		5/01/28		N/R		6,699,192
	17,500		Royal Bank of Scotland Group PLC		9.118%		3/31/49		A1		17,640,980
	3,300		Royal Bank of Scotland Group PLC, Series U		7.640%		3/31/49		A1		3,022,100
	22,700		Shinsei Finance II Cayman Limited, Perpetual Maturity, 144A		7.160%		7/25/49		Baa2		16,031,875
	5,000		Sparebanken Rogaland, Notes, 144A		6.443%		5/01/49		A2		4,956,255
	6,900		Standard Chartered PLC, 144A		7.014%		1/30/58		BBB+		5,959,385
	13,600		Swedbank ForeningsSparbanken AB, 144A		9.000%		9/17/50		A1		13,794,806
	9,000		Unicredito Italiano Capital Trust, 144A		9.200%		4/05/51		A1		9,232,677
	1,500		Union Bank of Norway		7.068%		11/19/49		A		2,270,516
	— (3	)	Union Planters Preferred Fund, 144A		7.750%		7/15/53		A3		14,572,500

			Total Commercial Banks								392,021,080
			Diversified Financial Services – 1.9%
	1,000		BNP Paribas Capital Trust, 144A		9.003%		12/29/49		AA–		1,044,120
	6,800		Fulton Capital Trust I		6.290%		2/01/36		A3		4,714,440
	19,300		Old Mutual Capital Funding, Notes		8.000%		6/22/53		Baa2		18,383,250

			Total Diversified Financial Services								24,141,810

			Diversified Telecommunication Services – 2.4%
	30		Centaur Funding Corporation, Series B, 144A		9.080%		4/21/20		BBB		29,919,141
			Insurance – 14.0%
	14,280		Ace Capital Trust II		9.700%		4/01/30		Baa1		15,574,054
	28,000		American General Institutional Capital, 144A		8.125%		3/15/46		A1		27,094,172
	19,200		American International Group		8.175%		5/15/58		A1		18,117,562
	8,900		AXA S.A., 144A		6.463%		12/14/49		BBB+		7,132,282
	10,700		AXA-UAP		8.600%		12/15/30		A–		11,554,299
	6,600		Great West Life and Annuity Insurance Company		7.153%		5/16/46		A–		5,914,148
	1,000		Liberty Mutual Group		7.800%		3/15/37		Baa3		800,315
	8,000		MetLife Capital Trust IV		7.875%		12/15/67		BBB+		7,861,992
	4,000		MetLife Capital Trust X		9.250%		4/08/68		BBB+		4,318,672
	1,200		Nationwide Financial Services Capital Trust		7.899%		3/01/37		Baa1		1,063,860
	6,400		Nationwide Financial Services Inc.		6.750%		5/15/67		Baa1		5,082,938
	12,300		Oil Insurance Limited, 144A		7.558%		12/30/49		Baa1		10,500,104
	15,600		Progressive Corporation		6.700%		6/15/37		A2		13,701,246
	7,000		Prudential Financial Inc.		8.875%		6/15/38		A–		7,009,443
	2,850		Prudential PLC		6.500%		6/29/49		A		2,432,335
	18,100		QBE Capital Funding Trust II, 144A		6.797%		6/01/49		BBB		15,197,466
	28,900		XL Capital, Limited		6.500%		10/15/57		BBB		19,536,573
	3,800		ZFS Finance USA Trust V		6.500%		5/09/67		BBB+		3,321,998

			Total Insurance								176,213,459
			Real Estate – 0.3%
	15,000		CBG Florida REIT Corporation		7.114%		11/15/49		BB+		4,076,040

Principal

Amount (000)/

Shares

Description (1)

Coupon

Maturity

Ratings (2)

Value

Road & Rail – 1.0%

14,400

Burlington Northern Santa Fe Funding Trust I

6.613%

12/15/55

BBB

13,056,826

Thrifts & Mortgage Finance – 3.4%

12,811

Countrywide Capital Trust III, Series B

8.050%

6/15/27

Ba1

10,907,952

1,300

MM Community Funding Trust I Limited

9.480%

6/15/31

Baa2

1,185,600

36,700

Washington Mutual Preferred Funding Cayman, Series A-1, 144A

7.250%

3/15/49

BB+

20,754,914

18,100

Washington Mutual Preferred Funding Trust II

6.665%

3/15/57

BB+

9,787,340

Total Thrifts & Mortgage Finance

42,635,806

Total Capital Preferred Securities (cost $910,104,427)

754,585,506


Shares		Description (1)	Value
		Investment Companies – 5.3% (3.3% of Total Investments)
	306,317	Blackrock Preferred and Corporate Income Strategies Fund	$	4,680,524
	1,126,886	Blackrock Preferred Income Strategies Fund		17,151,205
	347,135	Blackrock Preferred Opportunity Trust		6,092,219
	1,217,312	Flaherty and Crumrine/Claymore Preferred Securities Income Fund Inc.		16,969,329
	216,222	Flaherty and Crumrine/Claymore Total Return Fund Inc.		3,239,006
	107,237	John Hancock Preferred Income Fund		2,029,996
	90,920	John Hancock Preferred Income Fund II		1,700,204
	884,701	John Hancock Preferred Income Fund III		14,747,966

		Total Investment Companies (cost $87,775,542)		66,610,449

Principal

Amount (000)

Description (1)

Coupon

Maturity

Ratings (2)

Value

U.S. Government and Agency Obligations – 0.5% (0.3% of Total Investments)

6,000

U.S. Treasury Notes, (4)

3.125%

11/30/09

AAA

6,064,224

6,000

Total U.S. Government and Agency Obligations (cost $6,077,127)

6,064,224

Principal

Amount (000)

Description (1)

Coupon

Maturity

Value

Short-Term Investments – 3.4% (2.1% of Total Investments)

43,359

Repurchase Agreement with Fixed Income Clearing Corporation, dated 6/30/08, repurchase price $43,361,098, collateralized by $43,045,000 U.S. Treasury Notes,
4.500%, due 3/31/09, value $44,228,738

1.350%

7/01/08

43,359,472

Total Short-Term Investments (cost $43,359,472)

43,359,472

Total Investments (cost $2,443,200,739) – 163.5%

2,059,832,180

Other Assets Less Liabilities – 0.0%

9,130

FundPreferred Shares, at Liquidation Value – (63.5)% (5)

(800,000,000

)

Net Assets Applicable to Common Shares – 100%

1,259,841,310

Interest Rate Swaps outstanding at June 30, 2008:

Fund

Fixed Rate

Unrealized

Notional

Pay/Receive

Floating Rate

Fixed Rate

Payment

Termination

Appreciation

Counterparty

Amount

Floating Rate

Index

(Annualized)

Frequency

Date

(Depreciation)

Citigroup Inc.

200,000,000

Receive

1-Month USD-LIBOR

3.910

Monthly

11/06/09

(1,905,160

)

USD-LIBOR (United States Dollar-London Inter-Bank Offered Rate)



JPS		Nuveen Quality Preferred Income Fund 2 (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


(1)		All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)		Ratings: Using the higher of Standard & Poor’s Group (“Standard & Poor’s”) or Moody’s Investor Service, Inc. (“Moody’s”) rating. Ratings below BBB by Standard & Poor’s or Baa by Moody’s are considered to be below investment grade.
(3)		Principal Amount (000)/Shares rounds to less than $1,000.
(4)		Portion of investment, with an aggregate market value of $1,466,532, has been pledged to collateralize the net payment obligations under interest rate swap contracts.
(5)		FundPreferred Shares, at Liquidation Value as a percentage of total investments is (38.8)%.
N/R		Not rated.
144A		Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration which are normally those transactions with qualified institutional buyers.
CORTS		Corporate Backed Trust Securities.
PPLUS		PreferredPlus Trust.
SATURNS		Structured Asset Trust Unit Repackaging.

See accompanying notes to financial statements.



JHP		Nuveen Quality Preferred Income Fund 3 Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Shares		Description (1)	Coupon		Ratings (2)		Value
		$25 Par (or similar) Preferred Securities – 109.3% (64.2% of Total Investments)
		Capital Markets – 12.6%
	725	BNY Capital Trust V, Series F		5.950%		A	$	15,008
	560,800	Deutsche Bank Capital Funding Trust II		6.550%		A+		11,075,797
	22,100	Deutsche Bank Contingent Capital Trust III		7.600%		A+		505,427
	5,800	Goldman Sachs Group Inc. (SATURNS)		5.750%		AA–		113,680
	11,900	Goldman Sachs Group Inc., Series GSC-3 (PPLUS)		6.000%		A1		222,530
	12,000	Goldman Sachs Group Inc., Series GSC-4 Class A (PPLUS)		6.000%		A1		225,960
	3,300,000	JP Morgan Chase & Company		7.900%		A1		3,103,419
	357,800	Lehman Brothers Holdings Capital Trust III, Series K		6.375%		A2		6,014,618
	70,800	Merrill Lynch Preferred Capital Trust III		7.000%		A2		1,256,700
	21,200	Merrill Lynch Preferred Capital Trust IV		7.120%		A2		389,656
	88,000	Merrill Lynch Preferred Capital Trust V		7.280%		A2		1,662,320
	176,923	Morgan Stanley Capital Trust III		6.250%		A–		3,195,229
	1,400	Morgan Stanley Capital Trust IV		6.250%		A1		24,906
	21,100	Morgan Stanley Capital Trust V		5.750%		A1		357,645
	60,400	Morgan Stanley Capital Trust VI		6.600%		A1		1,141,560
	27,218	Morgan Stanley Capital Trust VII		6.600%		A1		502,444

		Total Capital Markets						29,806,899
		Commercial Banks – 18.2%
	38,300	ASBC Capital I		7.625%		A3		892,390
	4,100	BAC Capital Trust IV		5.875%		Aa3		78,515
	37,500	BAC Capital Trust V		6.000%		A+		719,625
	12,200	BAC Capital Trust VIII		6.000%		Aa3		229,970
	17,612	Banco Santander Finance, 144A		6.500%		A+		371,613
	205,684	Banco Santander Finance, 144A		6.800%		Aa3		4,516,821
	1,800	BancorpSouth Capital Trust I		8.150%		Baa1		45,018
	246,100	Banesto Holdings, Series A, 144A		10.500%		A1		7,467,607
	22,200	Bank One Capital Trust VI		7.200%		Aa3		519,480
	137,500	Barclays Bank PLC		8.125%		Aa3		3,381,125
	31,297	Citizens Funding Trust I		7.500%		Baa1		339,572
	44,500	CoBank ACB, 144A		7.000%		N/R		2,064,133
	349,600	Fifth Third Capital Trust VI		7.250%		A–		5,649,536
	23,216	Fleet Capital Trust VIII		7.200%		Aa3		504,948
	130,100	HSBC Finance Corporation		6.875%		AA–		2,961,076
	167,655	KeyCorp Capital Trust IX		6.750%		A3		2,347,170
	14,900	M&T Capital Trust IV		8.500%		A3		357,675
	43,500	National Bank of Greece S.A.		9.000%		AAA–		1,107,075
	236,355	National City Capital Trust II		6.625%		BBB+		2,959,165
	34,651	PNC Capital Trust		6.125%		A2		701,336
	104,465	Royal Bank of Scotland Group PLC, Series N		6.350%		A1		1,884,549
	1,100	SunAmerica (CORTS)		6.700%		AA–		20,933
	2,700	USB Capital Trust XI		6.600%		A+		57,159
	7,760	VNB Capital Trust I		7.750%		BBB		191,672
	4,000	Wells Fargo Capital Trust IX		5.625%		Aa2		77,800
	47,944	Wells Fargo Capital Trust VII		5.850%		AA–		997,235
	35,500	Wells Fargo Capital Trust XII		7.875%		AA–		887,145
	78,100	Zions Capital Trust B		8.000%		Baa1		1,718,200

		Total Commercial Banks						43,048,543
		Computers & Peripherals – 0.0%
	2,804	IBM Inc., Trust Certificates, Series 2001-2		7.100%		A+		69,175



JHP		Nuveen Quality Preferred Income Fund 3 (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Shares		Description (1)	Coupon		Ratings (2)		Value
		Diversified Financial Services – 14.8%
	59,100	Allied Capital Corporation		6.875%		BBB+	$	883,545
	1,600	American International Group (CORTS)		6.125%		A1		26,800
	333,315	BAC Capital Trust XII		6.875%		A+		7,299,597
	5,000	Citigroup Capital XIV		6.875%		A1		99,700
	39,729	Citigroup Capital XV		6.500%		A1		736,178
	304,900	Citigroup Capital XX		7.875%		A		7,251,284
	3,000,000	Citigroup Inc., Series E		8.400%		A		2,855,580
	55,000	Citigroup Inc., Series M		8.125%		A		1,232,000
	99,600	General Electric Capital Corporation		6.050%		AAA		2,507,928
	4,400	ING Group N.V.		8.500%		A1		109,560
	6,400	ING Group N.V.		7.375%		A1		139,904
	381,600	ING Group N.V.		7.200%		A1		8,215,846
	133,000	ING Group N.V.		7.050%		A		2,789,010
	20,000	ING Group N.V.		6.375%		A		371,000
	22,900	ING Group N.V.		6.125%		A		407,620

		Total Diversified Financial Services						34,925,552
		Diversified Telecommunication Services – 2.1%
	167,200	AT&T Inc.		6.375%		A		4,181,672
	3,300	BellSouth Capital Funding (CORTS)		7.120%		A		73,838
	4,600	BellSouth Corporation (CORTS)		7.000%		A		105,513
	26,600	Verizon Communications (CORTS)		7.625%		A		665,266

		Total Diversified Telecommunication Services						5,026,289
		Electric Utilities – 5.5%
	53,800	Entergy Louisiana LLC		7.600%		A–		1,343,386
	201,047	Entergy Mississippi Inc.		7.250%		A–		5,050,301
	47,900	FPL Group Capital Inc.		7.450%		BBB+		1,245,400
	23,800	FPL Group Capital Inc.		6.600%		BBB+		589,050
	2,000	National Rural Utilities Cooperative Finance Corporation		6.100%		A3		44,000
	33,018	National Rural Utilities Cooperative Finance Corporation		5.950%		A3		726,726
	34,400	PPL Energy Supply LLC		7.000%		BBB		856,560
	131,500	Xcel Energy Inc.		7.600%		BBB–		3,244,105

		Total Electric Utilities						13,099,528
		Food Products – 0.4%
	11,000	Dairy Farmers of America Inc., 144A		7.875%		BBB–		897,875

		Insurance – 17.8%
	14,086	Aegon N.V.		6.875%		A–		254,957
	409,738	Aegon N.V.		6.375%		A–		7,006,520
	5,100	AIG Capital Securities, Series 2002-11 (SATURNS)		6.000%		A1		86,445
	41,700	AMBAC Financial Group Inc.		5.950%		A		308,580
	142,500	American International Group Inc.		7.700%		A		3,190,575
	195,649	Arch Capital Group Limited		8.000%		BBB–		4,556,665
	55,000	Berkley WR Corporation, Capital Trust II		6.750%		BBB–		1,201,750
	139,400	Delphi Financial Group, Inc.		8.000%		BBB+		3,190,866
	92,100	Delphi Financial Group, Inc.		7.376%		BBB–		1,723,191
	110,367	EverestRe Capital Trust II		6.200%		BBB		2,055,034
	146,400	Financial Security Assurance Holdings		6.250%		AA		2,400,960
	174,900	PartnerRe Limited, Series C		6.750%		BBB+		3,578,454
	2,100	PartnerRe Limited, Series D		6.500%		BBB+		40,320
	57,700	PLC Capital Trust III		7.500%		BBB+		1,244,589
	46,400	PLC Capital Trust IV		7.250%		BBB+		985,536
	4,200	PLC Capital Trust V		6.125%		BBB+		81,858
	331,600	Protective Life Corporation		7.250%		BBB		7,010,024
	80,844	Prudential PLC		6.750%		A–		1,544,120
	3,300	RenaissanceRe Holdings Limited		6.600%		BBB		63,162
	73,466	RenaissanceRe Holdings Limited, Series B		7.300%		BBB		1,527,358

		Total Insurance						42,050,964


Shares		Description (1)	Coupon		Ratings (2)		Value
		Media – 6.1%
	75,000	CBS Corporation		6.750%		BBB	$	1,582,500
	186,800	Comcast Corporation		7.000%		BBB+		4,408,480
	27,400	Comcast Corporation		7.000%		BBB+		635,680
	103,100	Comcast Corporation		6.625%		Baa2		2,219,743
	259,800	Viacom Inc.		6.850%		BBB		5,676,630

		Total Media						14,523,033
		Oil, Gas & Consumable Fuels – 2.0%
	195,200	Nexen Inc.		7.350%		Baa3		4,696,512
		Pharmaceuticals – 0.1%
	8,600	Bristol-Myers Squibb Company (CORTS)		6.250%		A+		194,360
	4,800	Bristol-Myers Squibb Company Trust (CORTS)		6.800%		A+		117,552

		Total Pharmaceuticals						311,912
		Real Estate/Mortgage – 24.4%
	10,700	AvalonBay Communities, Inc., Series H		8.700%		BBB		267,714
	29,400	BRE Properties, Series C		6.750%		BBB–		608,580
	8,229	BRE Properties, Series D		6.750%		BBB–		170,011
	171,200	Developers Diversified Realty Corporation, Series G		8.000%		BBB–		3,932,464
	32,000	Developers Diversified Realty Corporation, Series H		7.375%		BBB–		667,840
	112,900	Duke Realty Corporation, Series L		6.600%		BBB		2,168,809
	136,700	Duke Realty Corporation, Series N		7.250%		BBB		2,888,471
	149,600	Duke-Weeks Realty Corporation		6.950%		BBB		2,994,992
	144,800	First Industrial Realty Trust, Inc., Series J		7.250%		BBB–		3,040,800
	144,229	HRPT Properties Trust, Series B		8.750%		BBB–		3,480,246
	131,111	HRPT Properties Trust, Series C		7.125%		BBB–		2,749,398
	186,200	Kimco Realty Corporation, Series G		7.750%		BBB+		4,386,872
	14,500	Prologis Trust, Series G		6.750%		BBB		303,050
	155,600	PS Business Parks, Inc.		7.000%		BBB–		3,174,240
	13,300	PS Business Parks, Inc.		6.700%		BBB–		257,355
	115,800	PS Business Parks, Inc., Series L		7.600%		BBB–		2,548,758
	115,500	Public Storage, Inc.		6.750%		BBB+		2,327,325
	16,500	Public Storage, Inc., Series F		6.450%		BBB+		317,295
	14,000	Public Storage, Inc., Series H		6.950%		BBB+		290,780
	194,262	Public Storage, Inc., Series K		7.250%		BBB+		4,285,420
	32,500	Public Storage, Inc., Series M		6.625%		BBB+		645,775
	77,300	Public Storage, Inc., Series Y		6.850%		BBB+		1,802,056
	5,900	Realty Income Corporation		7.375%		BBB–		141,010
	53,800	Realty Income Corporation, Series E		6.750%		BBB–		1,178,220
	30,972	Regency Centers Corporation		7.450%		BBB		690,366
	76,000	Regency Centers Corporation		7.250%		BBB–		1,637,800
	9,000	Regency Centers Corporation		6.700%		BBB–		183,330
	59,800	United Dominion Realty Trust		6.750%		BBB–		1,305,434
	61,800	Vornado Realty Trust, Series G		6.625%		BBB–		1,220,550
	7,500	Vornado Realty Trust, Series I		6.625%		BBB–		145,575
	262,800	Wachovia Preferred Funding Corporation		7.250%		A2		5,032,620
	94,600	Weingarten Realty Investors, Series F		6.500%		BBB		1,887,270
	39,900	Weingarten Realty Trust, Series E		6.950%		A–		877,800

		Total Real Estate/Mortgage						57,608,226
		Thrifts & Mortgage Finance – 2.5%
	164,935	Countrywide Capital Trust IV		6.750%		Ba1		2,925,947
	168,931	Countrywide Capital Trust V		7.000%		A+		2,954,603
	3,300	Harris Preferred Capital Corporation, Series A		7.375%		A1		66,198

		Total Thrifts & Mortgage Finance						5,946,748
		U.S. Agency – 1.1%
	15,900	Federal Home Loan Mortgage Corporation, Notes		5.570%		AA–		286,041
	13,200	Federal Home Loan Mortgage Corporation		6.550%		AA–		259,380
	43,500	Federal National Mortgage Association		7.000%		AA–		2,062,174
		Total U.S. Agency						2,607,595



JHP		Nuveen Quality Preferred Income Fund 3 (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)


Shares			Description (1)	Coupon				Ratings (2)		Value
			Wireless Telecommunication Services – 1.7%
	157,500		United States Cellular Corporation		8.750%				Baa3	$	3,899,706

			Total $25 Par (or similar) Preferred Securities (cost $307,099,091)								258,518,557

Principal
Amount (000)/
Shares			Description (1)	Coupon		Maturity		Ratings (2)		Value
			Capital Preferred Securities – 49.6% (29.1% of Total Investments)
			Capital Markets – 6.3%
	50		C.A. Preferred Funding Trust		7.000%		1/30/49		A1	$	46,693
	4,300		Dresdner Funding Trust I, 144A		8.151%		6/30/31		A1		3,596,516
	8,485		First Union Capital Trust II, Series A		7.950%		11/15/29		A1		8,348,602
	2,340		JPM Chase Capital XXV		6.800%		10/01/37		Aa3		2,106,569
	700		MUFG Capital Finance 2		4.850%		7/25/56		BBB+		848,365

			Total Capital Markets								14,946,745

			Commercial Banks – 22.7%
	1,500		AB Svensk Exportkredit, 144A		6.375%		10/27/49		AA–		1,495,521
	1,800		Abbey National Capital Trust I		8.963%		6/30/50		A+		1,976,449
	1,900		AgFirst Farm Credit Bank		7.300%		12/15/53		A		1,761,650
	6,200		Barclays Bank PLC, 144A		8.550%		6/15/49		Aa3		6,029,500
	500		Barclays Bank PLC		7.434%		12/15/57		Aa3		469,761
	700		BBVA International Unipersonal		5.919%		4/18/58		Aa3		572,660
	5,000		Capital One Capital IV Corporation		6.745%		2/17/37		Baa1		3,745,495
	4,250		Credit Agricole S.A.		6.637%		5/29/49		Aa3		3,544,951
	900		DBS Capital Funding Corporation, 144A		7.657%		3/15/49		Aa3		910,517
	3,400		Den Norske Bank, 144A		7.729%		6/29/49		Aa3		3,410,496
	1,000		First Empire Capital Trust I		8.234%		2/01/27		A3		997,630
	500		First Midwest Bancorp Inc.		6.950%		12/01/33		Baa1		395,017
	1,600		HBOS Capital Funding LP, Notes		6.850%		3/23/49		A1		1,290,533
	3,600		HBOS PLC, Series, 144A		6.413%		4/01/49		A1		2,521,512
	1,000		HBOS PLC, Series, 144A		6.657%		11/21/57		A1		702,479
	1,000		HT1 Funding, GmbH		6.352%		6/30/57		A–		1,221,642
	2,500		KBC Bank Fund Trust III, 144A		9.860%		5/02/50		A1		2,637,743
	1,000		Lloyds TSB Bank PLC, Subordinated Note		6.900%		11/22/49		Aa2		926,047
	2,000		Mizuho Financial Group		8.375%		4/27/49		Aa3		2,004,334
	2,000		Northgroup Preferred Capital Corporation, 144A		6.378%		10/15/57		A1		1,378,618
	3,000		PNC Preferred Funding Trust III		8.700%		3/15/58		A–		2,990,871
	1,000		Popular North American Capital Trust I		6.564%		9/15/34		Baa1		685,017
	1,500		Royal Bank of Scotland Group PLC, Series U		7.640%		3/31/49		A1		1,373,682
	3,300		Shinsei Finance II Cayman Limited, Perpetual Maturity, 144A		7.160%		7/25/49		Baa2		2,330,625
	1,500		Standard Chartered PLC, 144A		7.014%		1/30/58		BBB+		1,295,519
	2,660		Swedbank ForeningsSparbanken AB, 144A		9.000%		9/17/50		A1		2,698,102
	— (3	)	Union Planters Preferred Fund, 144A		7.750%		7/15/53		A3		4,250,313
		��
			Total Commercial Banks								53,616,684
			Diversified Financial Services – 1.1%
	1,300		Fulton Capital Trust I		6.290%		2/01/36		A3		901,290
	1,800		Old Mutual Capital Funding, Notes		8.000%		6/22/53		Baa2		1,714,500

			Total Diversified Financial Services								2,615,790
			Diversified Telecommunication Services – 2.2%
	5		Centaur Funding Corporation, Series B, 144A		9.080%		4/21/20		BBB		5,202,469
			Insurance – 14.0%
	3,450		Ace Capital Trust II		9.700%		4/01/30		Baa1		3,762,639
	4,500		American International Group		8.175%		5/15/58		A1		4,246,304
	2,300		AXA S.A., 144A		6.463%		12/14/49		BBB+		1,843,174
	1,850		Great West Life and Annuity Insurance Company		7.153%		5/16/46		A–		1,657,754
	1,000		Liberty Mutual Group		7.800%		3/15/37		Baa3		800,315
	1,000		MetLife Capital Trust IV		7.875%		12/15/67		BBB+		982,749
	2,000		MetLife Capital Trust X		9.250%		4/08/68		BBB+		2,159,336
	400		Nationwide Financial Services Capital Trust		7.899%		3/01/37		Baa1		354,620
	600		Nationwide Financial Services Inc.		6.750%		5/15/67		Baa1		476,525


Principal
Amount (000)/
Shares		Description (1)	Coupon		Maturity		Ratings (2)		Value
		Insurance (continued)

	2,400	Oil Insurance Limited, 144A		7.558%		12/30/49		Baa1	$	2,048,801
	4,500	Progressive Corporation		6.700%		6/15/37		A2		3,952,283
	1,500	Prudential Financial Inc.		8.875%		6/15/38		A–		1,502,024
	500	Prudential PLC		6.500%		6/29/49		A		426,726
	6,000	QBE Capital Funding Trust II, 144A		6.797%		6/01/49		BBB		5,037,834
	3,000	XL Capital, Limited		6.500%		10/15/57		BBB		2,028,018
	2,000	ZFS Finance USA Trust V		6.500%		5/09/67		BBB+		1,748,420

		Total Insurance								33,027,522
		Real Estate – 0.3%
	3,000	CBG Florida REIT Corporation		7.114%		11/15/49		BB+		815,208
		Road & Rail – 1.1%
	2,785	Burlington Northern Santa Fe Funding Trust I		6.613%		12/15/55		BBB		2,525,226
		Thrifts & Mortgage Finance – 1.9%
	5,600	Washington Mutual Preferred Funding Cayman, Series A-1, 144A		7.250%		3/15/49		BB+		3,166,962
	2,400	Washington Mutual Preferred Funding Trust II		6.665%		3/15/57		BB+		1,297,763

		Total Thrifts & Mortgage Finance								4,464,725

		Total Capital Preferred Securities (cost $142,757,384)								117,214,369

Shares		Description (1)							Value
		Investment Companies – 6.6% (3.8% of Total Investments)
	97,685	Blackrock Preferred and Corporate Income Strategies Fund							$	1,492,627
	230,226	Blackrock Preferred Income Strategies Fund								3,504,040
	46,226	Blackrock Preferred Opportunity Trust								811,266
	241,169	Flaherty and Crumrine/Claymore Preferred Securities Income Fund Inc.								3,361,896
	158,064	Flaherty and Crumrine/Claymore Total Return Fund Inc.								2,367,799
	19,342	John Hancock Preferred Income Fund								366,144
	24,126	John Hancock Preferred Income Fund II								451,156
	188,671	John Hancock Preferred Income Fund III								3,145,146

		Total Investment Companies (cost $20,666,341)								15,500,074

Principal
Amount (000)		Description (1)	Coupon		Maturity		Ratings (2)		Value
		U.S. Government and Agency Obligations – 0.6% (0.4% of Total Investments)
$	500	U.S. Treasury Notes		3.625%		10/31/09		AAA	$	508,555
	1,000	U.S. Treasury Notes, (4)		3.125%		11/30/09		AAA		1,010,704

$	1,500	Total U.S. Government and Agency Obligations (cost $1,517,316)								1,519,259

Principal
Amount (000)		Description (1)	Coupon		Maturity				Value
		Short-Term Investments – 4.2% (2.5% of Total Investments)
$	9,936	Repurchase Agreement with Fixed Income Clearing Corporation, dated 6/30/08, repurchase price $9,936,469, collateralized by $9,865,000 U.S. Treasury Notes, 4.875%, due 5/15/09, value $10,136,288		1.350%		7/01/08			$	9,936,096

		Total Short-Term Investments (cost $9,936,096)								9,936,096

		Total Investments (cost $481,976,228) – 170.3%								402,688,355

		Other Assets Less Liabilities – (0.1)%								(251,386	)

		FundPreferred Shares, at Liquidation Value – (70.2)% (5)								(166,000,000	)

		Net Assets Applicable to Common Shares – 100%							$	236,436,969



JHP		Nuveen Quality Preferred Income Fund 3 (continued) Portfolio of INVESTMENTS June 30, 2008 (Unaudited)

Interest Rate Swaps outstanding at June 30, 2008:

Fund

Fixed Rate

Unrealized

Notional

Pay/Receive

Floating Rate

Fixed Rate

Payment

Termination

Appreciation

Counterparty

Amount

Floating Rate

Index

(Annualized)

Frequency

Date

(Depreciation)

Citigroup Inc.

42,000,000

Receive

1-Month USD-LIBOR

3.815

Monthly

2/06/10

(335,495

)

USD-LIBOR (United States Dollar-London Inter-Bank Offered Rate)


(1)		All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)		Ratings: Using the higher of Standard & Poor’s Group (“Standard & Poor’s”) or Moody’s Investor Service, Inc. (“Moody’s”) rating. Ratings below BBB by Standard & Poor’s or Baa by Moody’s are considered to be below investment grade.
(3)		Principal Amount (000)/Shares rounds to less than $1,000.
(4)		Portion of Investment, with an aggregate market value of $80,856, has been pledged to collateralize the net payment obligations under interest rate swap contracts.
(5)		FundPreferred Shares, at Liquidation Value as a percentage of total investments is (41.2)%.
N/R		Not rated.
144A		Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration which are normally those transactions with qualified institutional buyers.
CORTS		Corporate Backed Trust Securities.
PPLUS		PreferredPlus Trust.
SATURNS		Structured Asset Trust Unit Repackaging.

See accompanying notes to financial statements.



		Statement of ASSETS & LIABILITIES June 30, 2008 (Unaudited)


	Quality			Quality			Quality
	Preferred			Preferred			Preferred
	Income			Income 2			Income 3
	(JTP)			(JPS)			(JHP)
Assets
Investments, at value (cost $1,293,220,756, $2,443,200,739 and $481,976,228, respectively)	$	1,093,583,793		$	2,059,832,180		$	402,688,355
Cash denominated in foreign currencies (cost $300,027, $600,110 and $100,009, respectively)		300,027			600,113			100,009
Receivables:
Dividends		1,575,755			2,663,684			507,501
Interest		5,540,512			11,205,785			1,589,039
Investments sold		639,071			864,870			381,662
Other assets		110,238			196,148			42,396

Total assets		1,101,749,396			2,075,362,780			405,308,962

Liabilities
Cash overdraft		35,000			—			—
Unrealized depreciation on interest rate swaps		1,494,344			1,905,160			335,495
Payable for investments purchased		929,069			2,097,096			261,286
Accrued expenses:
Management fees		582,132			1,055,987			220,988
Other		412,083			745,125			150,404
Common shares dividends payable		4,862,196			9,389,389			1,826,166
FundPreferred shares dividends payable		175,934			328,713			77,654

Total liabilities		8,490,758			15,521,470			2,871,993

FundPreferred shares, at liquidation value		440,000,000			800,000,000			166,000,000

Net assets applicable to Common shares	$	653,258,638		$	1,259,841,310		$	236,436,969

Common shares outstanding		64,567,650			119,845,699			23,695,161

Net asset value per Common share outstanding (net assets applicable to Common shares, divided by Common shares outstanding)	$	10.12		$	10.51		$	9.98


Net assets applicable to Common shares consist of:

Common shares, $.01 par value per share	$	645,677		$	1,198,457		$	236,952
Paid-in surplus		898,016,248			1,686,854,230			329,707,031
Undistributed (Over-distribution of) net investment income		559,305			(218,837	)		173,562
Accumulated net realized gain (loss) from investments and derivative transactions		(44,834,631	)		(42,725,125	)		(14,057,713	)
Net unrealized appreciation (depreciation) of investments and derivative transactions		(201,127,961	)		(385,267,415	)		(79,622,863	)

Net assets applicable to Common shares	$	653,258,638		$	1,259,841,310		$	236,436,969

Authorized shares:
Common		Unlimited			Unlimited			Unlimited
FundPreferred		Unlimited			Unlimited			Unlimited

See accompanying notes to financial statements.



		Statement of OPERATIONS Six Months Ended June 30, 2008 (Unaudited)


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

Investment Income
Dividends (net of foreign tax withheld of $0, $0 and $1,126, respectively)	$	26,836,088		$	54,118,381		$	10,999,922
Interest		16,842,651			32,588,871			4,951,721

Total investment income		43,678,739			86,707,252			15,951,643

Expenses
Management fees		5,033,289			9,262,282			1,916,376
FundPreferred shares – auction fees		546,994			994,535			206,366
FundPreferred shares – dividend disbursing agent fees		14,172			19,145			6,724
Shareholders’ servicing agent fees and expenses		4,116			5,170			877
Custodian’s fees and expenses		102,631			182,728			42,342
Trustees’ fees and expenses		13,301			23,564			4,602
Professional fees		17,197			40,541			12,686
Shareholders’ reports – printing and mailing expenses		103,701			189,986			41,420
Stock exchange listing fees		11,103			20,794			4,637
Investor relations expense		100,259			189,418			38,310
Other expenses		9,589			19,916			10,020

Total expenses before custodian fee credit and expense reimbursement		5,956,352			10,948,079			2,284,360
Custodian fee credit		(2,838	)		(1,513	)		(1,195	)
Expense reimbursement		(1,392,017	)		(2,639,563	)		(519,315	)

Net expenses		4,561,497			8,307,003			1,763,850

Net investment income		39,117,242			78,400,249			14,187,793

Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments		(9,931,540	)		(20,214,787	)		(3,320,572	)
Interest rate swaps		(599,142	)		(314,006	)		73,866
Futures		117,534			227,966			47,713
Foreign currencies		43,920			94,329			14,225
Change in net unrealized appreciation (depreciation) of:
Investments		(50,293,265	)		(108,034,636	)		(20,563,563	)
Interest rate swaps		(507,268	)		(1,486,503	)		(481,450	)
Foreign currencies		(3,371	)		(6,511	)		(1,804	)

Net realized and unrealized gain (loss)		(61,173,132	)		(129,734,148	)		(24,231,585	)

Distributions to FundPreferred Shareholders
From and in excess of net investment income		(8,276,737	)		(15,027,370	)		(3,161,546	)

Decrease in net assets applicable to Common shares from distributions to FundPreferred shareholders		(8,276,737	)		(15,027,370	)		(3,161,546	)

Net increase (decrease) in net assets applicable to Common shares from operations	$	(30,332,627	)	$	(66,361,269	)	$	(13,205,338	)

See accompanying notes to financial statements.



		Statement of CHANGES in NET ASSETS (Unaudited)


	Quality Preferred Income (JTP)						Quality Preferred Income 2 (JPS)
	Six Months						Six Months
	Ended			Year Ended			Ended			Year Ended
	6/30/08			12/31/07			6/30/08			12/31/07
Operations
Net investment income	$	39,117,242		$	83,315,328		$	78,400,249		$	159,780,345
Net realized gain (loss) from:
Investments		(9,931,540	)		(5,132,013	)		(20,214,787	)		(574,703	)
Interest rate swaps		(599,142	)		2,033,771			(314,006	)		6,499,835
Futures		117,534			(11,881,039	)		227,966			(19,893,208	)
Foreign currencies		43,920			1,097			94,329			16,390
Change in net unrealized appreciation (depreciation) of:
Investments		(50,293,265	)		(172,487,627	)		(108,034,636	)		(330,937,014	)
Interest rate swaps		(507,268	)		(3,782,365	)		(1,486,503	)		(9,742,683	)
Foreign currencies		(3,371	)		5,317			(6,511	)		10,163
Distributions to FundPreferred shareholders:
From and in excess of net investment income		(8,276,737	)		—			(15,027,370	)		—
From net investment income		—			(22,627,872	)		—			(40,051,092	)
From accumulated net realized gains		—			—			—			(1,169,215	)

Net increase (decrease) in net assets applicable to Common shares from operations		(30,332,627	)		(130,555,403	)		(66,361,269	)		(236,061,182	)

Distributions to Common Shareholders
From and in excess of net investment income		(30,475,121	)		—			(59,922,850	)		—
From net investment income		—			(59,742,151	)		—			(124,716,189	)
From accumulated net realized gains		—			—			—			(5,233,037	)
Tax return of capital		—			(6,091,299	)		—			(4,179,641	)

Decrease in net assets applicable to Common shares from distributions to Common shareholders		(30,475,121	)		(65,833,450	)		(59,922,850	)		(134,128,867	)

Capital Share Transactions
Net proceeds from Common shares issued to shareholders due to reinvestment of distributions		121,817			725,059			—			2,923,173

Net increase (decrease) in net assets applicable to Common shares from capital share transactions		121,817			725,059			—			2,923,173

Net increase (decrease) in net assets applicable to Common shares		(60,685,931	)		(195,663,794	)		(126,284,119	)		(367,266,876	)

Net assets applicable to Common shares at the beginning of period		713,944,569			909,608,363			1,386,125,429			1,753,392,305

Net assets applicable to Common shares at the end of period	$	653,258,638		$	713,944,569		$	1,259,841,310		$	1,386,125,429

Undistributed (Over-distribution of) net investment income at the end of period	$	559,305		$	193,921		$	(218,837	)	$	(3,668,866	)

See accompanying notes to financial statements.


	Quality Preferred Income 3 (JHP)
	Six Months
	Ended			Year Ended
	6/30/08			12/31/07
Operations
Net investment income	$	14,187,793		$	30,839,129
Net realized gain (loss) from:
Investments		(3,320,572	)		(4,501,418	)
Interest rate swaps		73,866			1,505,963
Futures		47,713			(4,429,499	)
Foreign currencies		14,225			(2,751	)
Change in net unrealized appreciation (depreciation) of:
Investments		(20,563,563	)		(63,538,229	)
Interest rate swaps		(481,450	)		(2,319,574	)
Foreign currencies		(1,804	)		1,793
Distributions to FundPreferred shareholders:
From and in excess of net investment income		(3,161,546	)		—
From net investment income		—			(8,630,819	)
From accumulated net realized gains		—			—

Net increase (decrease) in net assets applicable to Common shares from operations		(13,205,338	)		(51,075,405	)

Distributions to Common Shareholders
From and in excess of net investment income		(11,491,798	)		—
From net investment income		—			(22,471,014	)
From accumulated net realized gains		—			—
Tax return of capital		—			(2,322,309	)

Decrease in net assets applicable to Common shares from distributions to Common shareholders		(11,491,798	)		(24,793,323	)

Capital Share Transactions
Net proceeds from Common shares issued to shareholders due to reinvestment of distributions		52,816			409,712

Net increase (decrease) in net assets applicable to Common shares from capital share transactions		52,816			409,712

Net increase (decrease) in net assets applicable to Common shares		(24,644,320	)		(75,459,016	)

Net assets applicable to Common shares at the beginning of period		261,081,289			336,540,305

Net assets applicable to Common shares at the end of period	$	236,436,969		$	261,081,289

Undistributed (Over-distribution of) net investment income at the end of period	$	173,562		$	639,113

See accompanying notes to financial statements.



		Notes to FINANCIAL STATEMENTS (Unaudited)


1.	General Information and Significant Accounting Policies

The funds covered in this report and their corresponding Common share New York Stock Exchange symbols are Nuveen Quality Preferred Income Fund (JTP), Nuveen Quality Preferred Income Fund 2 (JPS) and Nuveen Quality Preferred Income Fund 3 (JHP) (collectively, the “Funds”). The Funds are registered under the Investment Company Act of 1940, as amended, as non-diversified, closed-end management investment companies.

Each Fund seeks to provide high current income consistent with capital preservation by investing primarily in a portfolio of preferred securities, debt securities including convertible debt securities and convertible preferred securities.

The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements in accordance with U.S. generally accepted accounting principles.

Investment Valuation

Exchange-listed securities are generally valued at the last sales price on the securities exchange on which such securities are primarily traded. Securities traded on a securities exchange for which there are no transactions on a given day or securities not listed on a securities exchange are valued at the mean of the closing bid and asked prices. Securities traded on Nasdaq are valued at the Nasdaq Official Closing Price. Futures contracts are valued using the closing settlement price or, in the absence of such a price, at the mean of the bid and asked prices. The prices of fixed-income securities and interest rate swap contracts are generally provided by an independent pricing service approved by the Funds’ Board of Trustees. When market price quotes are not readily available, the pricing service or, in the absence of a pricing service for a particular investment, the Board of Trustees of the Funds, or its designee, may establish fair value using a wide variety of market data including yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant by the pricing service or the Board of Trustees’ designee. If the pricing service is unable to supply a price for an investment or derivative instrument, the Funds may use market quotes provided by major broker/dealers in such investments. If it is determined that the market price for an investment or derivative instrument is unavailable or inappropriate, the Board of Trustees of the Funds, or its designee, may establish fair value in accordance with procedures established in good faith by the Board of Trustees. Short-term investments are valued at amortized cost, which approximates market value.

Investment Transactions

Investment transactions are recorded on a trade date basis. Realized gains and losses from investment transactions are determined on the specific identification method. Investments purchased on a when-issued/delayed delivery basis may have extended settlement periods. Any investments so purchased are subject to market fluctuation during this period. The Funds have instructed the custodian to segregate assets with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments. At June 30, 2008, there were no such outstanding purchase commitments in any of the Funds.

Investment Income

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

Income Taxes

Each Fund is a separate taxpayer for federal income tax purposes. Each Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no federal income tax provision is required.

Effective June 29, 2007, the Funds adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the affirmative evaluation of tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether it is “more-likely-than-not” (i.e., a greater than 50-percent likelihood) of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold may result in a tax expense in the current year.

Implementation of FIN 48 required management of the Funds to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states. Open tax years are those that are open for



		Notes to FINANCIAL STATEMENTS (continued) (Unaudited)

examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). The Funds have no examinations in progress.

For all open tax years and all major taxing jurisdictions through the end of the reporting period, management of the Funds has reviewed all tax positions taken or expected to be taken in the preparation of the Funds’ tax returns and concluded the adoption of FIN 48 resulted in no impact to the Funds’ net assets or results of operations as of and during the six months ended June 30, 2008.

The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Dividends and Distributions to Common Shareholders

Distributions to Common shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal corporate income tax regulations, which may differ from U.S. generally accepted accounting principles.

Distributions to Common shareholders are declared monthly. Real Estate Investment Trust (“REIT”) distributions received by the Funds are generally comprised of ordinary income, long-term and short-term capital gains, and a return of REIT capital. The final determination of the source and character of all distributions for the fiscal year are made after the end of the fiscal year and reflected in the financial statements contained in the annual report as of December 31 each year.

The actual character of distributions made by the Funds during the fiscal year ended December 31, 2007, is reflected in the accompanying financial statements.

The distributions made by the Funds to their shareholders during the six months ended June 30, 2008, are provisionally classified as being “From and in excess of net investment income”, and those distributions will be classified as being from net investment income, net realized capital gains and/or a return of capital for tax purposes after the fiscal year end, based upon the income type breakdown information conveyed at the time by the REITs whose securities are held in the Fund’s portfolio. For purposes of calculating “Undistributed (Over-distribution of) net investment income” as of June 30, 2008, the distribution amounts provisionally classified as “From and in excess of net investment income” were treated as being entirely from net investment income. Consequently, the financial statements at June 30, 2008, may reflect an over-distribution of net investment income.

FundPreferred Shares

The Funds have issued and outstanding FundPreferred (“Preferred”) shares, $25,000 stated value per share, as a means of effecting financial leverage. Each Fund’s FundPreferred shares are issued in more than one Series. The dividend rate paid by the Funds on each Series is determined every seven days, pursuant to a dutch auction process overseen by the auction agent, and is payable at the end of each rate period. The number of FundPreferred shares outstanding, by Series and in total, for each Fund is as follows:


		Quality Preferred	Quality Preferred
	Quality Preferred	Income 2	Income 3
	Income (JTP)	(JPS)	(JHP)
Number of shares:
Series M	3,520	4,800	3,320
Series T	3,520	4,800	—
Series T2	—	4,000	—
Series W	3,520	4,800	—
Series TH	3,520	4,800	3,320
Series TH2	—	4,000	—
Series F	3,520	4,800	—

Total	17,600	32,000	6,640

Beginning in February 2008, more shares for sale were submitted in the regularly scheduled auctions for the Preferred shares issued by the Funds than there were offers to buy. This meant that these auctions “failed to clear,” and that many Preferred shareholders who wanted to sell their shares in these auctions were unable to do so. Preferred shareholders unable to sell their shares received distributions at the “maximum rate” applicable to failed auctions as calculated in accordance with the pre-established terms of the Preferred shares.

These developments generally do not affect the management or investment policies of the Funds. However, one implication of these auction failures for Common shareholders is that the Funds’ cost of leverage will likely be higher, at least temporarily, than it otherwise would have been had the auctions continued to be successful. As a result, the Funds’ future Common share earnings may be lower than they otherwise would have been.

Interest Rate Swap Transactions

Each Fund is authorized to invest in interest rate swap transactions. Each Fund’s use of interest rate swap transactions is intended to mitigate the negative impact that an increase in short-term interest rates could have on Common share net earnings as a result of leverage. Interest rate swap transactions involve each Fund’s agreement with the counterparty to pay or receive a fixed rate payment in exchange for the counterparty receiving or paying a variable rate payment that is intended to approximate each Fund’s variable rate payment obligation on FundPreferred shares or any variable rate borrowing. The payment obligation is based on the notional amount of the interest rate swap contract. Interest rate swaps do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to the swap counterparty on such transactions is limited to the net amount of interest payments that each Fund is to receive. Interest rate swap positions are valued daily. Although there are economic advantages of entering into interest rate swap transactions, there are also additional risks. The Funds help manage the credit risks associated with interest rate swap transactions by entering into agreements only with counterparties Nuveen Asset Management (the “Adviser”), a wholly owned subsidiary of Nuveen Investments Inc. (“Nuveen”), believes have the financial resources to honor their obligations and by having the Adviser continually monitor the financial stability of the swap counterparties.

Futures Contracts

Each Fund is authorized to invest in futures contracts. Upon entering into a futures contract, a Fund is required to deposit with the broker an amount of cash or liquid securities equal to a specified percentage of the contract amount. This is known as the “initial margin.” Subsequent payments (“variation margin”) are made or received by a Fund each day, depending on the daily fluctuation of the value of the contract.

During the period the futures contract is open, changes in the value of the contract are recognized as an unrealized gain or loss by “marking-to-market” on a daily basis to reflect the changes in market value of the contract. When the contract is closed or expired, a Fund records a realized gain or loss equal to the difference between the value of the contract on the closing date and the value of the contract when originally entered into. Cash held by the broker to cover initial margin requirements on open futures contracts, if any, is recognized on the Statement of Assets and Liabilities. Additionally, the Statement of Assets and Liabilities reflects a receivable or payable for the variation margin when applicable. During the six months ended June 30, 2008 each Fund invested in futures contracts. As of June 30, 2008, there were no outstanding futures contracts in any of the Funds.

Risks of investments in futures contracts include the possible adverse movement of the securities or indices underlying the contracts, the possibility that there may not be a liquid secondary market for the contracts and/or that a change in the value of the contract may not correlate with a change in the value of the underlying securities or indices.

Foreign Currency Transactions

Each Fund is authorized to engage in foreign currency exchange transactions, including foreign currency forward, futures options and swap contracts. To the extent that a Fund invests in securities and/or contracts that are denominated in a currency other than U.S. dollars, the Fund will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the foreign currency will reduce returns or portfolio value. Generally, when the U.S. dollar rises in value against a foreign currency, the Fund’s investments denominated in that currency will lose value because its currency is worth fewer U.S. dollars; the opposite effect occurs if the U.S. dollar falls in relative value. Investments and other assets and liabilities denominated in foreign currencies are converted into U.S. dollars on a spot (i.e. cash) basis at the spot rate prevailing in the foreign currency exchange market at the time of valuation. Purchases and sales of investments and dividend and interest income denominated in foreign currencies are translated into U.S. dollars on the respective dates of such transactions. The gains or losses resulting from changes in foreign exchange rates are included in “Realized gain (loss) from foreign currencies” and “Change in net unrealized appreciation (depreciation) of foreign currencies” on the Statement of Operations.

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



		Notes to FINANCIAL STATEMENTS (continued) (Unaudited)

transactions, and the difference between the amounts of interest and dividends recorded on the books of a Fund and the amounts actually received.

Repurchase Agreements

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

Custodian Fee Credit

Each Fund has an arrangement with the custodian bank whereby certain custodian fees and expenses are reduced by net credits earned on each Fund’s cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments. Credits for cash balances may be offset by charges for any days on which a Fund overdraws its account at the custodian bank.

Indemnifications

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

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets applicable to Common shares from operations during the reporting period. Actual results may differ from those estimates.


2.	Fair Value Measurements

During the current fiscal period, the Funds adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. In determining the value of the Funds’ investments various inputs are used. These inputs are summarized in the three broad levels listed below:


	Level 1 —	Quoted prices in active markets for identical securities.

	Level 2 —	Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

	Level 3 —	Significant unobservable inputs (including management’s assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

The following is a summary of each Fund’s fair value measurements as of June 30, 2008:


JTP	Level 1		Level 2			Level 3		Total
Investments	$	627,054,137	$	466,529,656		$	—	$	1,093,583,793
Derivatives*		—		(1,494,344	)		—		(1,494,344	)

Total	$	627,054,137	$	465,035,312		$	—	$	1,092,089,449


JPS	Level 1		Level 2			Level 3		Total
Investments	$	1,195,787,644	$	864,044,536		$	—	$	2,059,832,180
Derivatives*		—		(1,905,160	)		—		(1,905,160	)

Total	$	1,195,787,644	$	862,139,376		$	—	$	2,057,927,020


JHP	Level 1		Level 2			Level 3		Total
Investments	$	256,185,852	$	146,502,503		$	—		$402,688,355
Derivatives*		—		(335,495	)		—		(335,495	)

Total	$	256,185,852	$	146,167,008		$	—		$402,352,860


*	Represents net unrealized appreciation (depreciation).


3.	Fund Shares

Transactions in Common shares were as follows:

Quality Preferred

Income (JTP)

Income 2 (JPS)

Income 3 (JHP)

Six Months

Year

Six Months

Year

Six Months

Year

Ended

6/30/08

12/31/07

6/30/08

12/31/07

6/30/08

12/31/07

Shares issued to shareholders due to reinvestment of distributions

10,002

52,207

—

202,230

4,252

29,874


4.	Investment Transactions

Purchases and sales (including maturities but excluding short-term investments and derivative transactions) during the six months ended June 30, 2008, were as follows:


	Quality		Quality		Quality
	Preferred		Preferred		Preferred
	Income		Income 2		Income 3
	(JTP)		(JPS)		(JHP)
Purchases:
Investment securities		$155,544,946		$217,148,643		$45,473,237
U.S. Government and agency obligations		3,190,887		7,753,711		2,071,894

Sales and maturities:
Investment securities		147,873,578		215,067,767		46,714,864
U.S. Government and agency obligations		1,133,865		1,937,476		377,306


5.	Income Tax Information

The following information is presented on an income tax basis based on the information currently available to the Funds. Differences between amounts for financial statement and federal income tax purposes are primarily due to recognition of premium amortization, recognition of income on REIT investments, timing differences in the recognition of income and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts 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 values of the Funds.



		Notes to FINANCIAL STATEMENTS (continued) (Unaudited)

At June 30, 2008, the cost of investments was as follows:

Quality

Preferred

Income

Income 2

Income 3

(JTP)

(JPS)

(JHP)

Cost of investments

$1,294,429,845

$2,445,754,978

$482,281,179

Gross unrealized appreciation and gross unrealized depreciation of investments at June 30, 2008, were as follows:


	Quality			Quality			Quality
	Preferred			Preferred			Preferred
	Income			Income 2			Income 3
	(JTP)			(JPS)			(JHP)
Gross unrealized:
Appreciation		$ 1,908,292			$ 6,954,040			$ 686,637
Depreciation		(202,754,344	)		(392,876,838	)		(80,279,461	)

Net unrealized appreciation (depreciation) of investments		$(200,846,052	)		$(385,922,798	)		$(79,592,824	)

The tax components of undistributed net ordinary income and net long-term capital gains at July 31, 2007, the Funds’ last tax year end, were as follows:

Quality

Preferred

Income

Income 2

Income 3

(JTP)

(JPS)

(JHP)

Undistributed net ordinary income *

$ —

—

Undistributed net long-term capital gains

—


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

The tax character of distributions paid during the Funds’ last tax year ended July 31, 2007, was designated for purposes of the dividends paid deduction as follows:

Quality

Preferred

Income

Income 2

Income 3

(JTP)

(JPS)

(JHP)

Distributions from net ordinary income *

$84,716,262

$168,144,072

$31,830,464

Distributions from net long-term capital gains

—

6,399,646

—

Tax return of capital

6,091,299

4,179,641

2,322,309


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

At July 31, 2007, the Funds’ last tax year end, the Funds had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as follows:


	Quality		Quality
	Preferred		Preferred
	Income		Income 3
	(JTP)		(JHP)
Expiration:
July 31, 2011		$16,197,046	$	—
July 31, 2015		1,000,781		1,054,637

Total		$17,197,827	$	1,054,637

The following Funds have elected to defer net realized losses from investments incurred from November 1, 2006 through July 31, 2007, the Funds’ last tax year end, (“post-October losses”) in accordance with federal income tax regulations. Post-October losses are treated as having arisen on the first day of the current fiscal year:

Quality

Preferred

Income

Income 2

Income 3

(JTP)

(JPS)

(JHP)

$12,689,093

$16,433,733

$7,874,982

Calculation of certain of the amounts presented above (namely, undistributed net ordinary income for tax purposes) involves the application of complex aspects of the Internal Revenue Code to certain securities held by the Funds. In calculating the amount of taxable income derived from these securities, management made assumptions as to the correct tax treatment of certain of those securities and made estimates about the tax characteristics of income received from those securities, based on information currently available to the Funds. The use of these assumptions and estimates will not affect the qualification of the Funds as regulated investment companies under Subchapter M of the Internal Revenue Code, nor is it expected that these assumptions and estimates will be used in computing taxable income for purposes of preparing the federal and state income and excise tax returns.


6.	Management Fees and Other Transactions with Affiliates

Each Fund’s management fee is separated into two components – a complex-level component, based on the aggregate amount of all fund assets managed by the Adviser, and a specific fund-level component, based only on the amount of assets within each individual Fund. This pricing structure enables Nuveen fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by the Adviser.

The annual fund-level fee, payable monthly, for each Fund is based upon the average daily Managed Assets of each Fund as follows:


Average Daily Managed Assets	Fund-Level Fee Rate
For the first $500 million		.7000	%
For the next $500 million		.6750
For the next $500 million		.6500
For the next $500 million		.6250
For Managed Assets over $2 billion		.6000

The annual complex-level fee, payable monthly, which is additive to the fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the aggregate amount of total fund assets managed as stated in the table below. As of June 30, 2008, the complex-level fee rate was .1868%.

The complex-level fee schedule is as follows:


Complex-Level Asset Breakpoint Level ⁽¹⁾	Effective Rate at Breakpoint Level
$55 billion		.2000	%
$56 billion		.1996
$57 billion		.1989
$60 billion		.1961
$63 billion		.1931
$66 billion		.1900
$71 billion		.1851
$76 billion		.1806
$80 billion		.1773
$91 billion		.1691
$125 billion		.1599
$200 billion		.1505
$250 billion		.1469
$300 billion		.1445


(1)	The complex-level fee component of the management fee for the funds is calculated based upon the aggregate Managed Assets (“Managed Assets” means the average daily net assets of each fund including assets attributable to preferred stock issued by or borrowings by the Nuveen funds) of Nuveen-sponsored funds in the U.S.



		Notes to FINANCIAL STATEMENTS (continued) (Unaudited)

The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Adviser has entered into Sub-Advisory Agreements with Spectrum Asset Management, Inc. (“Spectrum”), under which Spectrum manages the investment portfolios of the Funds. Spectrum is compensated for its services to the Funds from the management fees paid to the Adviser. Spectrum also receives compensation on certain portfolio transactions for providing brokerage services to the Funds.

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

For the first eight years of Quality Preferred Income’s (JTP) operations, the Adviser has agreed to reimburse the Fund, as a percentage of average daily Managed Assets, for fees and expenses in the amounts and for the time periods set forth below:


Year Ending			Year Ending
June 30,			June 30,
2002 *	.32	%	2007	.32	%
2003	.32		2008	.24
2004	.32		2009	.16
2005	.32		2010	.08
2006	.32


*	From the commencement of operations.

The Adviser has not agreed to reimburse Quality Preferred Income (JTP) for any portion of its fees and expenses beyond June 30, 2010.

For the first eight years of Quality Preferred Income 2’s (JPS) operations, the Adviser has agreed to reimburse the Fund, as a percentage of average daily Managed Assets, for fees and expenses in the amounts and for the time periods set forth below:


Year Ending			Year Ending
September 30,			September 30,
2002 *	.32	%	2007	.32	%
2003	.32		2008	.24
2004	.32		2009	.16
2005	.32		2010	.08
2006	.32


*	From the commencement of operations.

The Adviser has not agreed to reimburse Quality Preferred Income 2 (JPS) for any portion of its fees and expenses beyond September 30, 2010.

For the first eight years of Quality Preferred Income 3’s (JHP) operations, the Adviser has agreed to reimburse the Fund, as a percentage of average daily Managed Assets, for fees and expenses in the amounts and for the time periods set forth below:


Year Ending			Year Ending
December 31,			December 31,
2002 *	.32	%	2007	.32	%
2003	.32		2008	.24
2004	.32		2009	.16
2005	.32		2010	.08
2006	.32


*	From the commencement of operations.

The Adviser has not agreed to reimburse Quality Preferred Income 3 (JHP) for any portion of its fees and expenses beyond December 31, 2010.

Related Party Holdings

Nuveen is owned by an investor group led by Madison Dearborn Partners, LLC. An affiliate of Merrill Lynch & Co., as part of this investor group, owns more than 5% of Nuveen’s common stock. As a result, Merrill Lynch is an indirect “affiliated person” (as that term is defined in the investment Company Act of 1940) of each Fund.

At June 30, 2008, Quality Preferred Income (JTP), Quality Preferred Income 2 (JPS) and Quality Preferred Income 3 (JHP) owned 390,513, 693,281 and 180,000 shares, respectively, of Merrill Lynch and Company, Inc. preferred securities with aggregate market values of $7,191,493, $12,624,000 and $3,308,676, respectively. Total income earned by Quality Preferred Income (JTP), Quality Preferred Income 2 (JPS) and Quality Preferred Income 3 (JHP) from such securities amounted to $349,288, $609,328, and $160,898, respectively, and is included in dividend income on the Statement of Operations.


7.	New Accounting Pronouncement

Financial Accounting Standards Board Statement of Financial Accounting Standards No. 161

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” This standard is intended to enhance financial statement disclosures for derivative instruments and hedging activities and enable investors to understand: a) how and why a fund uses derivative instruments, b) how derivative instruments and related hedge items are accounted for, and c) how derivative instruments and related hedge items affect a fund’s financial position, results of operations and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of June 30, 2008, management does not believe the adoption of SFAS No. 161 will impact the financial statement amounts; however, additional footnote disclosures may be required about the use of derivative instruments and hedging items.


8.	Subsequent Events

Distributions to Common Shareholders

The Funds declared Common share distributions which were paid on August 1, 2008, to shareholders of record on July 15, 2008, as follows:

Quality

Preferred

Income

Income 2

Income 3

(JTP)

(JPS)

(JHP)

Distributions per share

$.0775

$.0820

$.0795

Common Share Repurchases

The Board of Directors/Trustees for each of Nuveen’s 120 closed-end funds approved a program, effective August 7, 2008, under which each fund may repurchase up to 10% of its common shares.

Redemption of FundPreferred Shares

On August 15, 2008, Nuveen Quality Preferred Income Fund (JTP) entered into a $225 million prime brokerage facility with Credit Suisse Securities (USA) and utilized $100 million of the facility, along with available cash, to redeem at par $148 million of its outstanding FundPreferred shares.

On August 15, 2008, Nuveen Quality Preferred Income Fund 2 (JPS) entered into a $430 million prime brokerage facility with Credit Suisse Securities (USA) and utilized $230 million of the facility, along with available cash, to redeem at par $280 million of its outstanding FundPreferred shares.

On August 15, 2008, Nuveen Quality Preferred Income Fund 3 (JHP) entered into a $75 million prime brokerage facility with Credit Suisse Securities (USA) and utilized $25 million of the facility, along with available cash, to redeem at par $64 million of its outstanding FundPreferred shares.

For each Fund, the cash settlement with the FundPreferred shareholders whose shares are called for redemption is scheduled for early September 2008.



		Financial HIGHLIGHTS (Unaudited) Selected data for a Common share outstanding throughout each period:


			Investment Operations														Less Distributions
								Distributions
								from Net			Distributions						Net						Tax						Offering Costs
	Beginning							Investment			from Capital						Investment			Capital			Return of						and			Ending
	Common				Net			Income to			Gains to						Income to			Gains to			Capital to						FundPreferred			Common
	Share		Net		Realized/			FundPreferred			FundPreferred						Common			Common			Common						Share			Share		Ending
	Net Asset		Investment		Unrealized			Share-			Share-						Share-			Share-			Share-						Underwriting			Net Asset		Market
	Value		Income(a)		Gain (Loss)			holders†			holders†			Total			holders			holders			holders			Total			Discounts			Value		Value
Quality Preferred Income (JTP)

Year ended 12/31:
2008(f)		$11.06		$.61		$(.95	)		$(.13	)****	$	—			(.47	)		$(.47	)****	$	—		$	—		$	(.47	)	$	—			$10.12	$	9.45
2007		14.10		1.29		(2.96	)		(.35	)		—			(2.02	)		(.93	)		—			(.09	)		(1.02	)		—			11.06		10.33
2006		14.20		1.28		.02			(.32	)		—			.98			(1.08	)		—			—			(1.08	)		—			14.10		14.84
2005		14.92		1.30		(.68	)		(.21	)		—			.41			(1.13	)		—			—			(1.13	)		—			14.20		12.40
2004(b)		14.40		.60		.47			(.05	)		—			1.02			(.50	)		—			—			(.50	)		—			14.92		14.00
Year Ended 7/31:																								—
2004(c)		14.10		1.37		.26			(.08	)		—			1.55			(1.25	)		—			—			(1.25	)		—			14.40		13.96
2003		14.12		1.31		.16			(.09	)		—			1.38			(1.25	)		—			—			(1.25	)		(.15	)		14.10		14.59


Quality Preferred Income 2 (JPS)

Year ended 12/31:
2008(f)		11.57		.65		(1.08	)		(.13	)****		—			(.56	)		(.50	)****		—			—			(.50	)		—			10.51	$	10.02
2007		14.66		1.34		(2.96	)		(.34	)		(.01	)		(1.97	)		(1.04	)		(.04	)		(.04	)		(1.12	)		—			11.57		10.81
2006		14.77		1.33		(.01	)		(.31	)		—			1.01			(1.12	)		—			—			(1.12	)		—			14.66		15.12
2005		15.66		1.34		(.69	)		(.18	)		(.02	)		.45			(1.16	)		(.18	)		—			(1.34	)		—			14.77		12.80
2004(b)		15.32		.60		.50			(.04	)		(.01	)		1.05			(.53	)		(.18	)		—			(.71	)		—			15.66		14.40
Year Ended 7/31:
2004(c)		14.97		1.42		.37			(.08	)		—			1.71			(1.32	)		(.04	)		—			(1.36	)		—			15.32		14.61
2003(d)		14.33		1.02		.79			(.07	)		—			1.74			(.95	)		—			—			(.95	)		(.15	)		14.97		14.65


Quality Preferred Income 3 (JHP)

Year ended 12/31:
2008(f)		11.02		.60		(1.02	)		(.13	)****		—			(.55	)		(.49	)****		—			—			(.49	)		—			9.98	$	9.47
2007		14.22		1.31		(3.09	)		(.37	)		—			(2.15	)		(.95	)		—			(.10	)		(1.05	)		—			11.02		10.51
2006		14.29		1.31		.05			(.33	)		—			1.03			(1.09	)		—			(.01	)		(1.10	)		—			14.22		14.92
2005		15.15		1.32		(.70	)		(.21	)		(.01	)		.40			(1.17	)		(.09	)		—			(1.26	)		—			14.29		12.92
2004(b)		14.71		.60		.46			(.05	)		—			1.01			(.51	)		(.06	)		—			(.57	)		—			15.15		14.44
Year Ended 7/31:
2004(c)		14.38		1.38		.40			(.08	)		(.01	)		1.69			(1.24	)		(.12	)		—			(1.36	)		—			14.71		14.34
2003(e)		14.33		.67		.22			(.04	)		—			.85			(.62	)		—			—			(.62	)		(.18	)		14.38		14.36


(a)	Per share Net Investment Income is calculated using the average daily shares method.
(b)	For the period August 1, 2004, through December 31,2004.
(c)	The Funds changed their method of presentation for net interest expense on interest rate swap transactions. The effect of this reclassification for the fiscal year ended July 31, 2004, was as follows:


				Quality Preferred			Quality Preferred
	Quality Preferred			Income 2			Income 3
	Income (JTP)			(JPS)			(JHP)
Increase of Net Investment Income per share with a corresponding decrease in Net Realized/Unrealized Gain (Loss)		$.14			$.11			$.11
Decrease in each of the Ratios of Expenses to Average Net Assets Applicable to Common Shares with a corresponding increase in each of the Ratios of Net Investment Income to Average Net Assets Applicable to Common Shares		.94	%		.71	%		.73	%


(d)	For the period September 24, 2002 (commencement of operations) through July 31, 2003.
(e)	For the period December 18, 2002 (commencement of operations) through July 31, 2003.
(f)	For the six months ended June 30, 2008.


						Ratios/Supplemental Data
							Ratios to						Ratios to
							Average						Average
							Net Assets						Net Assets
							Applicable						Applicable
							to Common						to Common
							Shares						Shares
							Before						After
							Credit/						Credit/									FundPreferred Shares
Total Returns							Reimbursement						Reimbursement***									at End of Period
			Based
			on
			Common			Ending Net
Based			Share			Assets																Aggregate		Liquidation
on			Net			Applicable to				Net						Net			Portfolio			Amount		and Market		Asset
Market			Asset			Common				Investment						Investment			Turnover			Outstanding		Value Per		Coverage
Value**			Value**			Shares (000)	Expenses††			Income††			Expenses††			Income††			Rate			(000)		Share		Per Share



	(4.45	)%		(4.39	)%	$653,259		1.65	*%		10.44	*%		1.26	*%		10.83	*%		13	%		$440,000		$25,000		$62,117
	(24.60	)		(15.32	)	713,945		1.54			9.43			1.11			9.86			32			440,000		25,000		65,565
	29.51			7.26		909,608		1.50			8.70			1.02			9.18			34			440,000		25,000		76,682
	(3.69	)		2.89		915,598		1.49			8.47			1.02			8.94			19			440,000		25,000		77,023
	3.79			7.10		961,583		1.49	*		9.15	*		1.02	*		9.62	*		8			440,000		25,000		79,635

	4.20			11.17		927,892		1.51			8.87			1.04			9.33			18			440,000		25,000		77,721
	4.95			9.15		907,746		2.38			8.84			1.91			9.31			45			440,000		25,000		76,577





	(3.13	)%		(5.12	)%	1,259,841		1.56	*		10.79	*		1.18	*		11.17	*		10			800,000		25,000		64,370
	(22.24	)		(14.32	)	1,386,125		1.45			9.35			1.00			9.80			31			800,000		25,000		68,316
	27.75			7.09		1,753,392		1.42			8.72			.95			9.19			34			800,000		25,000		79,794
	(2.06	)		3.01		1,765,543		1.40			8.32			.94			8.78			17			800,000		25,000		80,173
	3.34			6.94		1,872,283		1.40	*		8.69	*		.94	*		9.14	*		6			800,000		25,000		83,509

	8.98			11.60		1,830,878		1.41			8.64			.95			9.10			19			800,000		25,000		82,215
	4.02			11.22		1,789,809		1.99	*		7.59	*		1.54	*		8.04	*		35			800,000		25,000		80,932





	(5.83	)%		(5.46	)%	236,437		1.71	*		10.21	*		1.32	*		10.60	*		11			166,000		25,000		60,608
	(23.61	)		(16.01	)	261,081		1.60			9.38			1.10			9.87			35			166,000		25,000		64,319
	25.00			7.49		336,540		1.56			8.81			1.08			9.29			39			166,000		25,000		75,684
	(2.16	)		2.88		337,858		1.54			8.48			1.07			8.96			16			166,000		25,000		75,882
	4.64			6.81		358,197		1.54	*		9.03	*		1.07	*		9.50	*		7			166,000		25,000		78,945

	9.36			11.93		347,900		1.55			8.75			1.08			9.22			17			166,000		25,000		77,395
	(.19	)		4.62		339,499		1.97	*		7.14	*		1.53	*		7.58	*		57			166,000		25,000		76,129


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

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


***	After custodian fee credit and expense reimbursement, where applicable.
****	Represents distributions paid “From and in excess of net investment income”.
†	The amounts shown are based on Common share equivalents.


†† •	Ratios do not reflect the effect of dividend payments to FundPreferred shareholders.


•	Income ratios reflect income earned on assets attributable to FundPreferred shares.
•	For the periods presented below each ratio includes the effect of the interest expense paid on interest rate swap transactions as follows:


	Ratios of Net Interest Expense to Average Net
	Assets Applicable to Common Shares
Quality Preferred Income (JTP)
Year Ended 7/31:
2003		.80	%
Quality Preferred Income 2 (JPS)
Year Ended 7/31:
2003(d)		.58*
Quality Preferred Income 3 (JHP)
Year Ended 7/31:
2003(e)		.51*

See accompanying notes to financial statements.

Annual Investment

Management Agreement

APPROVAL PROCESS

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser (including sub-advisers) will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board members, including by a vote of a majority of the board members who are not parties to the advisory agreement or “interested persons” of any parties (the “Independent Board Members”), cast in person at a meeting called for the purpose of considering such approval. In connection with such approvals, the fund’s board members must request and evaluate, and the investment adviser is required to furnish, such information as may be reasonably necessary to evaluate the terms of the advisory agreement. Accordingly, at a meeting held on May 28-29, 2008 (the “May Meeting”), the Boards of Trustees (each, a “Board” and each Trustee, a “Board Member”) of the Funds, including a majority of the Independent Board Members, considered and approved the continuation of the advisory and sub-advisory agreements for the Funds for an additional one-year period. These agreements include the investment advisory agreements between Nuveen Asset Management (“NAM”) and each Fund and the sub-advisory agreements between NAM and Spectrum Asset Management, Inc. (the “Sub-Adviser”). In preparation for their considerations at the May Meeting, the Board also held a separate meeting on April 23, 2008 (the “April Meeting”). Accordingly, the factors considered and determinations made regarding the renewals by the Independent Board Members include those made at the April Meeting.

In addition, in evaluating the applicable advisory agreements (each an “Investment Management Agreement”) and sub-advisory agreements (each a “Sub-Advisory Agreement,” and each Investment Management Agreement and Sub-Advisory Agreement, an “Advisory Agreement”), as described in further detail below, the Independent Board Members reviewed a broad range of information relating to the Funds, NAM and the Sub-Adviser (NAM and the Sub-Adviser are each a “Fund Adviser”), including absolute performance, fee and expense information for the Funds as well as comparative performance, fee and expense information for a comparable peer group of funds, the performance information of recognized and/or customized benchmarks (as applicable), the profitability of Nuveen for its advisory activities (which includes its wholly owned subsidiaries), and other information regarding the organization, personnel, and services provided by the respective Fund Adviser. The Independent Board Members also met quarterly as well as at other times as the need arose during the year and took into account the information provided at such meetings and the knowledge gained therefrom. Prior to approving the renewal of the Advisory Agreements, the Independent Board Members reviewed the foregoing information with their independent legal counsel and with management, reviewed materials from independent legal counsel describing applicable law and their duties in reviewing advisory contracts, and met with independent legal counsel in private sessions without management present. The Independent Board Members considered the legal advice provided by independent legal counsel and relied upon their knowledge of the Fund Adviser, its services and the Funds resulting from their meetings and other interactions throughout the year and their own business judgment in determining the factors to be considered in evaluating the Advisory Agreements. Each Board Member may have accorded different weight to the various factors in reaching his or her conclusions with respect to a Fund’s Advisory Agreements. The Independent Board Members did not identify any single factor as all-important or controlling. The Independent Board Members’ considerations were instead based on a comprehensive consideration of all the information presented. The principal factors considered by the Board and its conclusions are described below.


A.	Nature, Extent and Quality of Services

In considering renewal of the Investment Management Agreements, the Independent Board Members considered the nature, extent and quality of the Fund Adviser’s services, including advisory services and administrative services. The Independent Board Members reviewed materials outlining, among other things, NAM’s organization and business; the types of services that NAM or its affiliates provide and are expected to provide to the Funds; the performance record of the applicable Fund (as described in further detail below); and any initiatives Nuveen had taken for the applicable fund product line. With respect to personnel, the Independent Board Members

evaluated the background, experience and track record of the Fund Adviser’s investment personnel. In this regard, the Independent Board Members considered the additional investment in personnel to support Nuveen fund advisory activities, including in operations, product management and marketing as well as related fund support functions, including sales, executive, finance, human resources and information technology. The Independent Board Members also reviewed information regarding portfolio manager compensation arrangements to evaluate NAM’s ability to attract and retain high quality investment personnel.

In evaluating the services of NAM, the Independent Board Members also considered NAM’s oversight of the performance, business activities and compliance of the Sub-Adviser, the ability to supervise the Funds’ other service providers and given the importance of compliance, NAM’s compliance program. Among other things, the Independent Board Members considered the report of the chief compliance officer regarding the Funds’ compliance policies and procedures.

In addition to advisory services, the Independent Board Members considered the quality of administrative services provided by NAM and its affiliates including product management, fund administration, oversight of service providers, shareholder services, administration of Board relations, regulatory and portfolio compliance and legal support.

The Independent Board Members reviewed an evaluation of the Sub-Adviser from NAM, including information as to the process followed by NAM in evaluating sub-advisers. The evaluation also included information relating to the Sub-Adviser’s organization, operations, personnel, assets under management, investment philosophy, strategies and techniques in managing the Funds, developments affecting the Sub-Adviser, and an analysis of the Sub-Adviser. As described in further detail below, the Board considered the performance of each Fund. The Board also recognized that the Sub-Advisory Agreements were essentially agreements for portfolio management services only and the Sub-Adviser was not expected to supply other significant administrative services to the Funds. In addition, the Independent Board Members noted that they anticipate visiting each sub-adviser to the Nuveen funds at least once over the course of a multiple-year rotation. The Independent Board Members further noted that NAM recommended the renewal of the applicable Sub-Advisory Agreements and considered the basis for such recommendations and any qualifications in connection therewith.

In addition to the foregoing services, the Independent Board Members also noted the additional services that NAM or its affiliates provide to closed-end funds, including, in particular, its secondary market support activities and the costs of such activities. The Independent Board Members recognized Nuveen’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a variety of programs designed to raise investor and analyst awareness and understanding of closed-end funds. These efforts include maintaining an investor relations program to timely provide information and education to financial advisers and investors; providing advertising and marketing for the closed-end funds; maintaining its closed-end fund website; and providing educational seminars. With respect to closed-end funds that utilize leverage through the issuance of auction rate preferred securities (“ARPS”), the Board has recognized the unprecedented market conditions in the auction rate market industry with the failure of the auction process. The Independent Board Members noted Nuveen’s efforts and the resources and personnel employed to analyze the situation, explore potential alternatives and develop and implement solutions that serve the interests of the affected funds and all of their respective shareholders. The Independent Board Members further noted Nuveen’s commitment and efforts to keep investors and financial advisers informed as to its progress in addressing the ARPS situation through, among other things, conference calls, press releases, and information posted on its website as well as its refinancing activities. The Independent Board Members also noted Nuveen’s continued support for holders of preferred shares of its closed-end funds by, among other things, seeking distribution for preferred shares with new market participants, managing relations with remarketing agents and the broker community, maintaining the leverage and risk management of leverage and maintaining systems necessary to test compliance with rating agency criteria.

Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the respective Funds under the Investment Management Agreement or Sub-Advisory Agreement, as applicable, were satisfactory.

Annual Investment

Management Agreement

APPROVAL PROCESS (continued)


B.	The Investment Performance of the Funds and Fund Advisers

The Board considered the investment performance of each Fund, including the Fund’s historic performance as well as its performance compared to funds with similar investment objectives (the “Performance Peer Group”) based on data provided by an independent third party (as described below). In addition, the Independent Board Members reviewed the respective Fund’s historic performance compared to recognized and/or customized benchmarks (as applicable).

In evaluating the performance information, the Board considered whether the Fund has operated within its investment objectives and parameters and the impact that the investment mandates may have had on performance. In addition, in comparing a fund’s performance with that of its Performance Peer Group, the Independent Board Members took into account that the closest Performance Peer Group in certain instances may not adequately reflect the respective fund’s investment objectives and strategies thereby hindering a meaningful comparison of the fund’s performance with that of the Performance Peer Group.

The Independent Board Members reviewed performance information including, among other things, total return information compared with the Fund’s Performance Peer Group as well as recognized and/or customized benchmarks (as appropriate) for the one-, three- and five-year periods (as applicable) ending December 31, 2007 and with the Fund’s Performance Peer Group for the quarter, one-, three-, and five- year periods ending March 31, 2008 (as applicable). This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings. Based on their review, the Independent Board Members determined that the respective Fund’s investment performance over time had been satisfactory.


C.	Fees, Expenses and Profitability

1. Fees and Expenses

The Board evaluated the management fees and expenses of each Fund reviewing, among other things, such Fund’s gross management fees (which take into account breakpoints), net management fees (which take into account fee waivers or reimbursements) and total expense ratios (before and after expense reimbursements and/or waivers) in absolute terms as well as compared to the gross management fees, net management fees (after waivers and/or reimbursements) and total expense ratios (before and after waivers) of a comparable universe of unaffiliated funds based on data provided by an independent data provider (the “Peer Universe”) and/or a more focused subset of funds therein (the “Peer Group”). The Independent Board Members further reviewed data regarding the construction of Peer Groups as well as the methods of measurement for the fee and expense analysis and the performance analysis. In reviewing the comparisons of fee and expense information, the Independent Board Members took into account that in certain instances various factors such as the size of the Fund relative to peers, the size and particular composition of the Peer Group, the investment objectives of the peers, expense anomalies, and the timing of information used may impact the comparative data, thereby limiting the ability to make a meaningful comparison. The Independent Board Members also considered, among other things, the differences in the use of leverage. In addition, in reviewing the fee schedule for a Fund, the Independent Board Members considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen (applicable, in particular, for certain closed-end funds launched since 1999). Based on their review of the fee and expense information provided, the Independent Board Members determined that each Fund’s management fees and net total expense ratio were reasonable in light of the nature, extent and quality of services provided to the Fund.

2. Comparisons with the Fees of Other Clients

The Independent Board Members further reviewed information regarding the nature of services and fee rates offered by NAM to other clients. Such clients include separately managed accounts (both retail and institutional accounts) and funds that are not offered by Nuveen but are sub-advised by one of Nuveen’s investment management teams. In evaluating the comparisons of fees, the Independent Board Members noted that the

fee rates charged to the Funds and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Funds. Accordingly, the Independent Board Members considered the differences in the product types, including, but not limited to, the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Independent Board Members noted, in particular, that the range of services provided to the Funds (as discussed above) is much more extensive than that provided to separately managed accounts. Given the inherent differences in the products, particularly the extensive services provided to the Funds, the Independent Board Members believe such facts justify the different levels of fees.

In considering the fees of the Sub-Adviser, the Independent Board Members also considered the pricing schedule or fees that the Sub-Adviser charges for similar investment management services for other fund sponsors or clients (such as retail and/or institutional managed accounts) as applicable. The Independent Board Members also noted that with respect to sub-advisers unaffiliated with Nuveen, such as the Sub-Adviser, such fees were the result of arm’s-length negotiations.

3. Profitability of Fund Advisers

In conjunction with its review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities (which incorporated Nuveen’s wholly-owned affiliated sub-advisers) and its financial condition. The Independent Board Members reviewed the revenues and expenses of Nuveen’s advisory activities for the last two years and the allocation methodology used in preparing the profitability data. The Independent Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Independent Board Members noted that they had also appointed an Independent Board Member as a point person to review and keep them apprised of changes to the profitability analysis and/or methodologies during the year. The Independent Board Members considered Nuveen’s profitability compared with other fund sponsors prepared by two independent third party service providers as well as comparisons of the revenues, expenses and profit margins of various unaffiliated management firms with similar amounts of assets under management prepared by Nuveen.

In reviewing profitability, the Independent Board Members recognized the subjective nature of determining profitability which may be affected by numerous factors including the allocation of expenses. Further, the Independent Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations.

Notwithstanding the foregoing, the Independent Board Members reviewed Nuveen’s methodology and assumptions for allocating expenses across product lines to determine profitability. In reviewing profitability, the Independent Board Members recognized Nuveen’s investment in its fund business.

Based on its review, the Independent Board Members concluded that Nuveen’s level of profitability for its advisory activities was reasonable in light of the services provided. With respect to funds with sub-advisers unaffiliated with Nuveen, such as the Funds, the Independent Board Members also considered the sub-adviser’s revenues, expenses (including the basis for allocating expenses) and profitability margins (pre- and post-tax). Based on their review, the Independent Board Members were satisfied that the Sub-Adviser’s level of profitability was reasonable in light of the services provided.

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

Annual Investment

Management Agreement

APPROVAL PROCESS (continued)

arrangements of each Fund, the Independent Board Members determined that the advisory fees and expenses of the respective Fund were reasonable.


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

With respect to economies of scale, the Independent Board Members recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base. The Independent Board Members therefore considered whether the Funds have appropriately benefited from any economies of scale and whether there is potential realization of any further economies of scale. In considering economies of scale, the Independent Board Members have recognized that economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. Notwithstanding the foregoing, one method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Accordingly, the Independent Board Members reviewed and considered the fund-level breakpoints in the advisory fee schedules that reduce advisory fees. In this regard, given that the Funds are closed-end funds, the Independent Board Members recognized that although the Funds may from time to time make additional share offerings, the growth in their assets will occur primarily through appreciation of each such Fund’s investment portfolio.

In addition to fund-level advisory fee breakpoints, the Board also considered the Funds’ complex-wide fee arrangement. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex, including the Funds, are reduced as the assets in the fund complex reach certain levels. In evaluating the complex-wide fee arrangement, the Independent Board Members recognized that the complex-wide fee schedule was recently revised in 2007 to provide for additional fee savings to shareholders and considered the amended schedule. The Independent Board Members further considered that the complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the notion that some of Nuveen’s costs are attributable to services provided to all its funds in the complex and therefore all funds benefit if these costs are spread over a larger asset base. Based on their review, the Independent Board Members concluded that the breakpoint schedule and complex-wide fee arrangement were acceptable and desirable in providing benefits from economies of scale to shareholders.


E.	Indirect Benefits

In evaluating fees, the Independent Board Members received and considered information regarding potential “fall out” or ancillary benefits the respective Fund Adviser or its affiliates may receive as a result of its relationship with each Fund. In this regard, the Independent Board Members considered revenues received by affiliates of NAM for serving as agent at Nuveen’s preferred trading desk and for serving as a co-manager in the initial public offering of new closed-end exchange traded funds.

In addition to the above, the Independent Board Members considered whether the Fund Adviser received any benefits from soft dollar arrangements whereby a portion of the commissions paid by a Fund for brokerage may be used to acquire research that may be useful to the Fund Adviser in managing the assets of the Funds and other clients. With respect to NAM, the Independent Board Members noted that NAM does not currently have any soft dollar arrangements; however, to the extent certain bona fide agency transactions that occur on markets that traditionally trade on a principal basis and riskless principal transactions are considered as generating “commissions,” NAM intends to comply with the applicable safe harbor provisions.

The Board also noted that the Sub-Adviser does not direct trades through non-affiliated broker-dealers and therefore does not have any brokerage to provide in order to receive research or related services on a soft dollar basis. The Sub-Adviser, however, may from time to time receive research from various firms with which it transacts client business, but it has no arrangements with these firms and clients do not pay higher commissions to receive such research.

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

F. Other Considerations

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

Reinvest Automatically

EASILY and CONVENIENTLY

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

Nuveen Closed-End Funds Dividend Reinvestment Plan

Your Nuveen Closed-End Fund allows you to conveniently reinvest dividends and/or capital gains distributions in additional Fund shares.

By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment grow through the power of tax-free compounding. Just like dividends or distributions in cash, there may be times when income or capital gains taxes may be payable on dividends or distributions that are reinvested.

It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.

Easy and convenient

To make recordkeeping easy and convenient, each month you’ll receive a statement showing your total dividends and distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.

How shares are purchased

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

Flexible

You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. Should you withdraw, you can receive a certificate for all whole shares credited to your reinvestment account and cash payment for fractional shares, or cash payment for all reinvestment account shares, less brokerage commissions and a $2.50 service fee.

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

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

Call today to start reinvesting dividends and/or distributions

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

Glossary of

TERMS USED in this REPORT


n	*Average Annual Total Return:* This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered.

n	*Market Yield (also known as Dividend Yield or Current Yield):* Market yield is based on the Fund’s current annualized monthly distribution divided by the Fund’s current market price. The Fund’s monthly distributions to its shareholders may be comprised of ordinary income, net realized capital gains and, if at the end of the calendar year the Fund’s cumulative net ordinary income and net realized gains are less than the amount of the Fund’s distributions, a tax return of capital.

n	*Net Asset Value (NAV):* A Fund’s common share NAV per share is calculated by subtracting the liabilities of the Fund (including any Preferred shares issued in order to leverage the Fund) from its total assets and then dividing the remainder by the number of shares outstanding. Fund NAVs are calculated at the end of each business day.

NOTES

Board of Trustees

John P. Amboian

Robert P. Bremner

Jack B. Evans

William C. Hunter

David J. Kundert

William J. Schneider

Judith M. Stockdale

Carole E. Stone

Terence J. Toth

Fund Manager

Nuveen Asset Management

333 West Wacker Drive

Chicago, IL 60606

Custodian

State Street Bank & Trust Company

Boston, MA

Transfer Agent and

Shareholder Services

State Street Bank & Trust Company

Nuveen Funds

P.O. Box 43071

Providence, RI 02940-3071

(800) 257-8787

Legal Counsel

Chapman and Cutler LLP

Chicago, IL

Independent Registered

Public Accounting Firm

Ernst & Young LLP

Chicago, IL

The Fund intends to repurchase or redeem shares of its own common or preferred stock in the future at such times and in such amounts as is deemed advisable. No shares were repurchased or redeemed during the period covered by this report. Any future repurchases or redemptions will be reported to shareholders in the next annual or semi-annual report.



		Other Useful INFORMATION

QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION

You may obtain (i) each Fund’s quarterly portfolio of investments, (ii) information regarding how the Funds voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, 2008, and (iii) a description of the policies and procedures that the Funds used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com.

You may also obtain this and other Fund information directly from the Securities and Exchange Commission (“SEC”). The SEC may charge a copying fee for this information. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC at (202) 942-8090 for room hours and operation. You may also request Fund information by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section at 100 F Street NE, Washington, D.C. 20549.

CEO Certification Disclosure

Each Fund’s Chief Executive Officer has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.

Each Fund has filed with the Securities and Exchange Commission the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.

Distribution Information

The following federal income tax information is provided with respect to the Funds’ distributions paid during the taxable year ended July 31, 2008: Quality Preferred Income, Quality Preferred Income 2 and Quality Preferred Income 3 hereby designate $6,565,833, $13,229,955 and $2,927,312, respectively, (or the maximum amount eligible) as distributions qualifying for the 70% dividends received deduction for corporations and $17,338,671, $34,453,009 and $7,603,407, respectively, (or the maximum amount eligible) as qualified dividend income distributions for individuals under Internal Revenue Code Section 1(h)(11). The actual qualified dividend income distributions will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year end. Quality Preferred Income, Quality Preferred Income 2 and Qualified Preferred 3 hereby designate 51.67%, 47.05% and 47.62% (or the maximum amount eligible) of ordinary income distributions as Interest-Related Dividends as defined in Internal Revenue Code Section 871(k) for the taxable year ended July 31, 2008.

Nuveen Investments:

SERVING INVESTORS FOR GENERATIONS

Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions. For the past century, Nuveen Investments has adhered to the belief that the best approach to investing is to apply conservative risk-management principles to help minimize volatility.

Building on this tradition, we today offer a range of high quality equity and fixed-income solutions that are integral to a well-diversified core portfolio. Our clients have come to appreciate this diversity, as well as our continued adherence to proven, long-term investing principles.

We offer many different investing solutions for our clients’ different needs.

Nuveen Investments is a global investment management firm that seeks to help secure the long-term goals of institutions and high net worth investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets its growing range of specialized investment solutions under the high-quality brands of HydePark, NWQ, Nuveen, Rittenhouse, Santa Barbara, Symphony and Tradewinds. In total, the Company managed $152 billion of assets on June 30, 2008.

Find out how we can help you reach your financial goals.

To learn more about the products and services Nuveen Investments offers, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest.

Be sure to obtain a prospectus, where applicable. Investors should consider the investment objective and policies, risk considerations, charges and expenses of the Fund carefully before investing. The prospectus contains this and other information relevant to an investment in the Fund. For a prospectus, please contact your securities representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.


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



		Share prices Fund details Daily financial news Investor education Interactive planning tools

ESA-E-0608D

ITEM 2. CODE OF ETHICS.

Not applicable to this filing.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable to this filing.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable to this filing.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to this filing.

ITEM 6. SCHEDULE OF INVESTMENTS.

See Portfolio of Investments in Item 1.

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

Not applicable to this filing.

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

Not applicable to this filing.

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

Not applicable.

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

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

ITEM 11. CONTROLS AND PROCEDURES.

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

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

ITEM 12. EXHIBITS.

File the exhibits listed below as part of this Form.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable to this filing.

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

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

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

SIGNATURES

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


(Registrant) Nuveen Quality Preferred Income Fund 3
By (Signature and Title)*	/s/ Kevin J. McCarthy
	Kevin J. McCarthy
	Vice President and Secretary

Date: September 8, 2008

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: September 8, 2008



By (Signature and Title)*	/s/ Stephen D. Foy
	Stephen D. Foy
	Vice President and Controller (principal financial officer)

Date: September 8, 2008


*		Print the name and title of each signing officer under his or her signature.

Nuveen Quality Preferred Income Fund 3 Inactive N-CSRSCertified semi-annual shareholder report (management investment company)