Fitch Rates VMTP Shares Issued by Nuveen Closed-End Fund

NEW YORK--(BUSINESS WIRE)-- Fitch Ratings has assigned 'AAA' long-term ratings to the following Variable Rate MuniFund Term Preferred Shares (VMTP Shares) issued by Nuveen Quality Municipal Income Fund (NAD) in connection with the exchange offer and related transaction described below:

Nuveen Quality Municipal Income Fund (NAD)

--$208,500,000 of VMTP Shares, Series 2019-1, term redemption on Nov. 1, 2019.

Fitch has also affirmed the VMTP and Variable Rate Demand Preferred Shares (VRDP Shares) of NAD that remain outstanding after today's exchange offer as follows:

--$337,000,000 of VMTP Shares, Series 2019, term redemption on Aug. 1, 2019, at 'AAA';

--$407,000,000 of VMTP Shares, Series 2018, term redemption on Dec. 1, 2018, at 'AAA';

--$236,800,000 of VRDP Shares, Series 1, final mandatory redemption on Sept. 11 2026, at 'AAA/F1'. The liquidity provider is Barclays Bank Plc ('A/F1');

--$267,500,000 of VRDP Shares, Series 2, final mandatory redemption on Sept. 11 2026, at 'AAA/F1'. The liquidity provider is Barclays Bank Plc ('A/F1');

--$127,700,000 of VRDP Shares, Series 3, final mandatory redemption on Sept. 11 2026, at 'AAA/F1'. The liquidity provider is Barclays Bank Plc ('A/F1').

The fund is managed by Nuveen Fund Advisors, LLC (NFA) and subadvised by Nuveen Asset Management, LLC (NAM).

KEY RATING DRIVERS

The long-term ratings primarily reflect:

--Sufficient asset coverage provided to the preferred shares as calculated per the fund's over-collateralization (OC) tests;

--The structural protections afforded by mandatory de-leveraging provisions in the event of asset coverage declines;

--The legal and regulatory parameters that govern the fund's operations;

--Both the short- and long-term ratings also reflect the capabilities of NFA as investment advisor and NAM as subadvisor.

The short-term ratings, where applicable, primarily reflect:

--The credit strength of the VRDP Shares' liquidity provider;

--The terms and conditions of the VRDP Shares purchase agreements.

THE EXCHANGE OFFERS

On Oct. 3, 2016, NAD issued the Series 2019-1 VMTP Shares in exchange for all outstanding Series 2017 VMTP Shares plus an additional upsize amount increasing total leverage outstanding by about $165 million. After the exchange, the Series 2017 VMTP Shares will be marked as 'Paid in Full' by Fitch.

FUND PROFILE

NAD is a closed-end management investment company regulated by the Investment Company Act of 1940 (the Act). NAD's investment mandate permits the fund to invest up to 35% of assets in municipal securities rated 'BBB' or below, including below investment-grade securities or unrated securities of comparable quality. As of Sept. 12, 2016, NAD's total investment exposure (i.e. total assets under management including assets purchased using leverage) was slightly over $5 billion.

FUND LEVERAGE

NAD's total leverage on Sept. 12, 2016 consisted of $1.4 billion of preferred shares and about $344 million of tender option bonds (TOBs) and effective leverage was about 35%. This leverage level does not include the upsize amount which has increased NAD's effective leverage from 35% as of Sept. 12, 2016 levels noted above to a levels closely aligned with the 37%-38% range targeted by the fund.

ASSET COVERAGE

As of today's date including the impact of the upsize, the fund's asset coverage ratio, as calculated in accordance with the Act, is in excess of the minimum asset coverage threshold of 225% required by the fund's governing documents of the preferred shares.

As of today's date including the impact of the upsize, the fund's effective leverage ratio is below the 45% maximum effective leverage ratio allowed by the governing documents of the preferred shares issued by each fund.

PREFERRED SHARE STRUCTURAL PROTECTIONS

In the event of asset coverage declines, NAD's governing documents require the fund to reduce leverage in order to restore compliance with the applicable asset coverage test.

Minimum Asset Coverage compliance is tested daily for the VMTP Shares and monthly for the VRDP Shares. Compliance with the Effective Leverage Ratio is tested daily for all preferred shares.

For VRDP and VMTP Shares, failure to cure a breach of the Minimum Asset Coverage requirement by the allotted cure date results in mandatory redemption of sufficient preferred shares to restore compliance. To facilitate redemption, the fund will deposit sufficient funds with a third-party tender and paying agent. The time allowed for the fund to restore compliance is consistent with Fitch's 60 business day criteria guideline.

For VMTP Shares, a breach of the Effective Leverage Ratio threshold requires the fund to redeem a sufficient number of preferred shares, and/or reduce the amount of TOBs the fund has outstanding in order to restore compliance. The time allowed for the fund to restore compliance is consistent with Fitch's 60 business day criteria guideline.

For VRDP Shares of each series, a breach of the Effective Leverage Ratio is a breach of the fee agreement with the liquidity provider and at the option of the liquidity provider, may result in mandatory tender of VRDP Shares of the applicable series for remarketing (see the VRDP Purchase Obligation section below for details). However, in the event of a breach, Fitch expects the fund to redeem a sufficient number of preferred shares or reduce the amount of TOBs outstanding in order to restore compliance. The allotted time to restore compliance to the Effective Leverage Ratio test is consistent with Fitch's 60 business day criteria guideline.

VRDP PURCHASE OBLIGATION

The short-term ratings assigned to the VRDP Shares of each series are directly linked to the short-term creditworthiness of the associated liquidity provider. The VRDP Shares are supported by a purchase agreement to ensure full and timely repayment of all tendered VRDP Shares plus any accumulated and unpaid dividends. The purchase agreement is unconditional and irrevocable.

The VRDP purchase agreement requires the liquidity provider to purchase all VRDP Shares of the applicable series tendered for sale that were not successfully remarketed. The liquidity provider must also purchase all outstanding VRDP Shares of the applicable series if the fund has not obtained an alternate purchase agreement prior to the termination of the purchase agreement being replaced or following the downgrade of the liquidity provider's rating below 'F2' (or equivalent).

The liquidity provider's role under the fee agreement relating to the purchase obligation for each applicable series has a scheduled termination date. Prior to the scheduled termination date, the fee agreement can be extended to a new scheduled termination date, or a new liquidity provider may be selected. Any future changes to the terms of the fee agreement that weakens the structural protections discussed above may have negative rating implications.

STRESS TESTS

Fitch performed various stress tests on the fund in order to assess the strength of the structural protections available to the preferred shares compared to the stresses outlined in Fitch's closed-end fund rating criteria. These tests included determining various 'worst case' scenarios where the fund's leverage and portfolio composition migrated to the outer limits of their operating and investment guidelines.

Only under remote circumstances, such as increasing leverage to 45% while simultaneously increasing issuer concentration and migrating the portfolio to a mix of 80% long-term 'BBB' 10+ years to maturity bonds and 20% high yield bonds, did the asset coverage available to the rated preferred shares fall below the 'AAA' threshold and instead passed at an 'AA' rating level.

Given the highly unlikely nature of the stress scenarios, and the minimal rating impact, Fitch views the fund's permitted investments, municipal issuer diversification framework and mandatory deleveraging mechanisms as consistent with an 'AAA' rating.

THE ADVISORS

NFA, a subsidiary of Nuveen Investments, is the fund's investment advisor. NFA is responsible for the fund's overall investment strategies and their implementation. The sub-advisor, NAM, is a subsidiary of NFA that oversees the day-to-day operations of the fund. Nuveen Investments and its affiliates had approximately $239.5 billion of assets under management as of June 30, 2016.

RATING SENSITIVITIES

The ratings assigned to the preferred shares may be sensitive to material changes in the leverage level or composition, portfolio credit quality or market risk of the fund, as described above. A material adverse deviation from Fitch guidelines for any key rating driver could cause ratings to be lowered by Fitch.

Certain terms relevant to key VRDP structural protections, including the Minimum Asset Coverage and the Effective Leverage Ratio are set forth in the fee agreements relating to the purchase agreements and are renewed on a periodic basis. Any future changes to these terms that weaken the structural protections may have negative rating implications.

The short-term ratings assigned to the VRDP Shares may also be sensitive to changes in the financial condition of the liquidity provider. A downgrade of the liquidity provider to 'F2' would result in a downgrade of the short-term ratings of the VRDP Shares to 'F2', absent other mitigants. A downgrade below 'F2', on the other hand, would not necessarily result in a downgrade of the short-term rating of the VRDP Shares, given the features in the transactions that would result in a mandatory tender of the VRDP Shares for remarketing, or purchase by the liquidity provider in the event of a failed remarketing.

The fund has the ability to assume economic leverage through derivative transactions which may not be captured by the Minimum Asset Coverage Test or Effective Leverage Ratio. The fund does not currently engage in speculative derivative activity and do not envision engaging in material amounts of such activity in the future. In fact, such activity is limited by the fund's investment guidelines and could run counter to their investment objective of achieving tax-exempt income. Material derivative exposures in the future could have potential negative rating implications if they adversely affect asset coverage available to rated preferred shares.

For additional information about Fitch's rating guidelines applicable to debt and preferred stock issued by closed-end funds, please review the criteria referenced below, which can be found at on www.fitchratings.com

The sources of information used to assess this rating were the public domain and Nuveen Fund Advisors.

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Applicable Criteria

Rating Closed-End Funds and Market Value Structures (pub. 09 Sep 2016)

https://www.fitchratings.com/site/re/886753

Additional Disclosures

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https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1012604

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