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  

811-22058

Nuveen Tax-Advantaged Dividend Growth Fund

 

(Exact name of registrant as specified in charter)

Nuveen Investments

333 West Wacker Drive, Chicago, IL 60606

 

(Address of principal executive offices)  (Zip code)

Gifford R. Zimmerman

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, 2020                    

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 policy making 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 STOCKHOLDERS.


LOGO

 

Closed-End Funds

 

30 June

2020

 

 

Nuveen

Closed-End Funds

 

JTD    Nuveen Tax-Advantaged Dividend Growth Fund

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.nuveen.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you have already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your Fund shares or, if you are a direct investor, by enrolling at www.nuveen.com/e-reports.

You may elect to receive all future shareholder reports in paper free of charge at any time by contacting your financial intermediary or, if you are a direct investor, (i) by calling 800-257-8787 and selecting option #2 or (ii) by logging into your Investor Center account at www.computershare.com/investor and clicking on “Communication Preferences.” Your election to receive reports in paper will apply to all funds held in your account with your financial intermediary or, if you are a direct investor, to all your directly held Nuveen Funds and any other directly held funds within the same group of related investment companies.

 

Semiannual Report


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It only takes a minute to sign up for e-Reports. Once enrolled, you’ll receive an e-mail as soon as your Nuveen Fund information is ready. No more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report and save it on your computer if you wish.

 

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If you receive your Nuveen Fund distributions and statements from your financial professional or brokerage account.

or

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If you receive your Nuveen Fund distributions and statements directly from Nuveen.

NOT FDIC INSURED  MAY LOSE VALUE  NO BANK GUARANTEE

 

LOGO


Table of Contents

 

Chair’s Letter to Shareholders

     4  

Portfolio Managers’ Comments

     5  

Fund Leverage

     9  

Common Share Information

     11  

Risk Considerations

     13  

Performance Overview and Holding Summaries

     14  

Shareholder Meeting Report

     16  

Portfolio of Investments

     17  

Statement of Assets and Liabilities

     24  

Statement of Operations

     25  

Statement of Changes in Net Assets

     26  

Statement of Cash Flows

     27  

Financial Highlights

     28  

Notes to Financial Statements

     30  

Additional Fund Information

     41  

Glossary of Terms Used in this Report

     42  

Reinvest Automatically, Easily and Conveniently

     44  

Annual Investment Management Agreement Approval Process

     45  

 

3


Chair’s Letter to Shareholders

 

LOGO

Dear Shareholders,

The COVID-19 crisis is taking an unprecedented toll on our health, societies, economies and financial markets. Our thoughts are with you during this time of significant disruption caused by the disease and its economic fallout. With many regions of the world suppressing the initial spread of the virus, governments and public health officials face the extraordinary challenge of balancing the resumption of economic activity with public safety. New clusters of infection emerged in the U.S. and other countries following their reopening this summer and a new school year and Northern Hemisphere flu season add new variables. Markets have turned their focus to the potential for an economic recovery, although the timing and magnitude are highly uncertain. Elevated market volatility is likely to continue, with economic data, coronavirus infection rates and the upcoming U.S. presidential election under scrutiny.

While we do not want to understate the dampening effect on the global economy, it is important to differentiate short-term interruptions from the longer-lasting implications to the economy. Prior to the COVID-19 crisis, some areas of the global economy were showing signs of improvement after trade tensions had weighed on economic activity for much of 2019. More recently, countries that have reopened have seen marked improvement in some near-term economic indicators. Central banks and governments around the world have announced economic stimulus measures and pledged to continue doing what it takes to support their economies. In the U.S., the Federal Reserve has cut its benchmark interest rate to near zero and introduced similar programs that helped revive the U.S. economy after the 2008 financial crisis. The U.S. Government has approved three relief packages, including a $2 trillion-dollar package directly supporting businesses and individuals. The Coronavirus Aid, Relief and Economic Security Act, called the CARES Act, provides direct payments and expanded unemployment benefits to individuals, loans and grants to small businesses, loans and other money to large corporations and funding for hospitals, public health, education and state and local governments. In the European Union, the European Central Bank recently increased the size of its Pandemic Emergency Purchase Program, known as PEPP, to 1.35 trillion from 750 billion and extended its duration to June 2021.

In the meantime, patience and a long-term perspective are key for investors. When market fluctuations are the leading headlines day after day, it’s tempting to “do something.” However, your long-term goals can’t be met with short-term thinking. We encourage you to talk to your financial professional, who can review your time horizon, risk tolerance and investment goals. On behalf of the other members of the Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.

Sincerely,

 

LOGO

Terence J. Toth

Chair of the Board

August 24, 2020

 

 

4


Portfolio Managers’ Comments

 

Nuveen Tax-Advantaged Dividend Growth Fund (JTD)

The Fund’s investment portfolio is managed by three affiliates of Nuveen, LLC, the Fund’s investment adviser: Santa Barbara Asset Management LLC (Santa Barbara) oversees the Fund’s dividend-growth equity strategy, while the Fund’s income-oriented strategy is managed by NWQ Investment Management Company, LLC (NWQ). The Fund also employs an index call option strategy managed by Nuveen Asset Management (NAM). David S. Park, CFA, and David A, Chalupnik, CFA serve as portfolio managers for the Santa Barbara dividend-growth equity strategy. The NWQ income-oriented investment team is led by Thomas J. Ray, CFA and Susi Budiman, CFA, FRM and David A. Friar oversees the call option program from NAM.

Effective March 24, 2020, Jody Hrazanek is no longer a portfolio manager of the Fund.

Here the portfolio management team reviews their management strategy and the performance of the Fund for the six-month reporting period ended June 30, 2020.

An Update on COVID-19 Coronavirus and its Impact on the Securities Markets

Slowing COVID-19 coronavirus infection rates around the world encouraged authorities to loosen restrictions on business and social activity in recent months. While economic indicators have improved considerably from the depths of the shutdown, some regions, including the U.S., have seen an uptick in infection rates after reopening. This may slow the recovery process and contribute to short-term market volatility in the meantime.

Although the detection of the virus in China was made public in December 2019, markets did not start to fully acknowledge the risks and potential economic impact until the latter portion of February 2020, when outbreaks outside of China were first reported. Global stock markets sold off severely, with the S&P 500® index reaching a bear market (a 20% drop from the previous high) within three weeks, the fastest bear market decline in history. Even certain parts of the bond market suffered; below investment grade municipal and corporate bonds generally dropped the furthest, mostly out of concerns for the continued financial stability of lower quality issuers. Demand for safe-haven assets, along with mounting recession fears, drove the yield on the 10-year U.S. Treasury note to 0.5% in March 2020, an all-time low. Additionally, oil prices collapsed to an 18-year low on supply glut concerns, as shutdowns across the global economy sharply reduced oil demand, although oil prices have recovered to well above those lows.

Central banks and governments have responded with liquidity injections to ease the strain on financial systems and stimulus measures to buffer the shock to businesses and consumers. These measures have helped stabilize the markets over the short term, and most markets have recovered most of their losses. But volatility will likely remain elevated until

 

 

This material is not intended to be a recommendation or investment advice, does not constitute a solicitation to buy, sell or hold a security or an investment strategy and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances of any particular investor, or suggest any specific course of action. Investment decisions should be made based on an investor’s objectives and circumstances and in consultation with his or her advisors.

Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Fund disclaims any obligation to update publicly or revise any forward-looking statements or views expressed herein.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s (S&P), Moody’s Investors (Moody’s) Service, Inc. or Fitch, Inc. (Fitch). This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

 

5


Portfolio Managers’ Comments (continued)

 

the health crisis itself is under control (via fewer new cases, lower infection rates and/or verified treatments or vaccines). There are still many unknowns and new information is incoming daily, compounding the difficulty of modeling outcomes for epidemiologists and economists alike.

Nuveen, LLC and our portfolio management teams are monitoring the situation carefully and continuously refining our views and approaches to managing the Funds to best pursue investment objectives while mitigating risks through all market environments.

What key strategies were used to manage the Fund during this six-month reporting period ended June 30, 2020?

The Fund’s investment objective is to provide an attractive level of distributions and capital appreciation by investing primarily in dividend paying common stocks of mid to large cap companies. To a lesser extent, the Fund also invests in the preferred stocks of mid to large cap companies and will write (sell) call options on various equity market indexes. Under normal market circumstances, the Fund will invest at least 80% of its managed assets in securities that are eligible to pay tax-advantaged dividends.

In the equity portion of the Fund’s portfolio, the Fund maintained a consistent strategy seeking to provide a higher dividend yield and lower price volatility than the S&P 500® Index. The Fund achieved this by focusing on high quality companies that are growing their dividends.

The fixed-income portion of the Fund’s portfolio is actively managed by NWQ and has the flexibility to invest across the capital structure in any type of debt or preferred securities offered by a particular company. NWQ’s investment process identifies undervalued securities within a company’s capital structure that offer the most attractive risk/reward potential. The portfolio management team then evaluates all available investment choices within a selected company’s capital structure to determine the portfolio investment that may offer the most favorable risk-adjusted return potential. The Fund’s portfolio is constructed with an emphasis on maintaining a sustainable level of income and an overall analysis for downside risk management.

The Fund also wrote call options on various indexes, led by the NAM team, with average expirations between 30 and 90 days. This is done in an effort to enhance returns, although it means the Fund may relinquish some of the upside potential of its equity portfolio.

How did the Fund perform during this six-month reporting period ended June 30, 2020?

The table in the Performance Overview and Holding Summaries section of this report provides total returns for the six-month, one-year, five-year and ten-year periods ended June 30, 2020. The Fund’s total returns at net asset value (NAV) are compared with the performance of a corresponding market index. For the six-month reporting period ending June 30, 2020, the Fund’s common shares at NAV underperformed the S&P 500®Index and its Blended Index. Effective June 30, 2020, the Fund’s blended benchmark changed to 16% S&P 500® Index; 34% MSCI EAFE (Net); 12.5% ICE BofA DRD (dividends received deduction) Preferred Index; 12.5% ICE BofA Fixed Rate Preferred Index; and 25% Cboe S&P 500 BuyWrite Index (BXM), which will better reflect how the Santa Barbara sleeve is managed, linked retroactively as of 7/01/11.

Santa Barbara

The equity portion of the Fund’s portfolio managed by Santa Barbara detracted from the Fund’s performance on an absolute basis and underperformed the broader equity market as measured by the S&P 500® Index.

The rapid spread of COVID-19 across the world severely disrupted everyday life during the first quarter 2020. The countermeasures of strict social-distancing policies to slow the spread of the virus caused an immediate economic shock as many business were forced to close their doors or reduce staff, resulting in a profound increase in unemployment claims

 

6


 

at the end of March 2020. Oil prices declined significantly after the Organization of the Petroleum Exporting Countries (OPEC) alliance failed to reach an agreement on production cuts and Saudi Arabia decided to increase production. To combat the spread of COVID-19 and stabilize the global economy the Federal Reserve reduced its target rate to 0-0.25% and announced a $700 billion quantitative easing program. The U.S. government also signed into a law a $2 trillion Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which includes subsidized loans, forgivable loans, extended benefits, and aid to individuals, businesses, and the industries most impacted by the COVID-19 crisis.

The S&P 500® Index declined 19.6% during its worst quarterly return since the fourth quarter 2008. After a new all-time high on February 19, 2020 the S&P 500® Index rapidly declined 33.8% to end in bear market territory. Market volatility spiked to levels not seen since the Financial Crisis of 2008-09 and remained extremely elevated.

While the U.S. officially entered a recession in February 2020, stocks and risk assets have been on an upward trajectory since the end of March 2020, with the S&P 500® Index recouping some of its losses ending the six-month reporting period down only 3.08%. Investors have responded to signs around the world that the virus was abating and restrictions begun easing both in the U.S. and globally.

The risk-on market environment during the second half of the reporting period created a challenging time for the Fund’s portfolio given its broadly diversified approach and the high quality defensive composition. Both stock selection and sector allocation had a negative impact on performance. The information technology sector was the largest detractor to performance due to the portfolio’s underweight position within the sector. Given the risk-on environment, the Fund’s overweight positions in defensive oriented sectors detracted from relative performance. However, these losses were partially offset by holdings in the materials, utilities and industrial sectors.

Individual holdings that contributed to performance included consumer discretionary holding and home improvement retailer Lowe’s Cos Inc. The company reported first quarter 2020 earnings per share and revenue well ahead of consensus estimates driven by strong same store sales growth and gross margin expansion. Strong sales were driven by both transactions and average ticket, as customers that were quarantining due to the COVID-19 crisis and increased spending on home improvement projects. Information technology holding Apple Inc. further contributed to performance. Apple reported solid growth in its wearable, home and accessories segment and all five geographies reported all-time revenue records. Following the significant disruption in February 2020, the company’s supply chain resumed normal operations during the second half of the reporting period and there have been signs of iPhone demand recovery in China. Another top contributor was information technology sector holding Microsoft Corp. The company announced better than expected quarterly revenue, earnings per share, cash flow per share and margins. The increase in work-from-home drove demand for the company’s cloud-computing products, Windows devices and productivity tools.

Individual holdings that detracted from performance included financial services holding JPMorgan Chase & Co. The COVID-19 crisis and economic downturn led the Federal Reserve to lower the Fed Funds rate to 0-0.25%, resulting in reductions to net interest income and higher credit losses amid headwinds to near-term earnings per share (EPS) growth. JPMorgan suspended their share repurchase program, freeing up capital to support the economy despite strong capital. In addition, Lloyd’s Banking Group PLC detracted from performance. During the reporting period, Lloyds Banking Group missed analysts’ expectations and announced disappointing earnings for the first quarter of 2020 as the COVID-19 crisis impacted financial institutions around the world. Lastly, Compass Group PLC detracted from performance. The world’s largest contract management food service firm was impacted by the COVID-19 crisis. Compass Group missed first-half earnings expectations and cut its dividend as a result of stagnant revenue and a steep decline in margins in Europe. The Fund no longer holds it exposure to Compass Group.

NWQ

For the preferred portion managed by NWQ, the Fund’s industry holdings detracted from performance, with the banking and utilities sectors detracting the most for the reporting period on an absolute basis.

 

7


Portfolio Managers’ Comments (continued)

 

The ICE BofA Fixed Rate Preferred Securities Index returned -2.49% for the reporting period. Similar to other risk assets, the preferred market benefited from central bank support and encouraging economic data. Nevertheless, preferred securities trailed both investment grade and high yield bonds respectively. This underperformance can be partly attributed to the composition of the index, as close to 80% of the index consists of financial companies, which is a sector that has largely been excluded from the Fed’s corporate credit facility (CCFs).

Several individual positions contributed to absolute performance, including the preferred stock of Charles Schwab Corp. Despite the headwinds of net interest margin compression from lower interest rates, Charles Schwab continued to deliver customer and balance sheet growth during the reporting period. The company is increasingly focused on generating new revenue pools, driving greater expense efficiency, and taking market share and executing on strategic mergers and acquisitions to increase scale and customer reach. In addition, Qwest Corp senior notes contributed to performance as the company continues its path to reduce leverage to its target range. Lastly, the preferred stock of National General Holdings Corp contributed to performance on better than expected earnings despite the COVID-19 crisis related headwinds. Strong performance was seen across both the property and casualty, and accident and health segments. The company’s focus on specialty personal lines markets has enabled it to effectively operate within niches that allow it to leverage its fully integrated technology platform. NWQ continues to hold these positions.

Several holdings detracted from absolute performance, including the preferred stock of CenterPoint Energy Inc. Shares fell sharply after the Public Utilities Commission of Texas (PUCT) discussed CenterPoint Energy’s outstanding Houston electric rate case that indicated a lower than expected return on equity. Investors expected that there would be potential for significant equity needs if the final decision is in line with what the PUCT discussed. The Fund no longer holds its exposure to CenterPoint Energy. CIT Group Inc. preferred lagged during the reporting period as CIT continued to face headwinds from credit deterioration and revenue declines due to the COVID-19 crisis. The Company posted a loss during the first half of the reporting period on a large provision to reserve build, although management expected provisions to be lower in the second quarter of 2020. The poorly timed bank acquisition of Mutual of Omaha Bank in February 2020 further eroded CIT’s capital ratios. Lastly, the preferred of JPMorgan Chase & Co. detracted from performance. The COVID-19 crisis and economic downturn led the Federal Reserve to lower the Fed Funds rate to 0-0.25%, resulting in reductions to net interest income and higher credit losses. JPMorgan suspended their share repurchase program, freeing up capital to support the economy despite strong capital. NWQ continues to hold these positions.

NAM

As mentioned previously, the Fund also wrote call options with average expirations between 30 and 90 days. This was done in an effort to enhance returns, although it meant the Fund did relinquish some of the upside potential of its equity portfolio. During the reporting period, the Fund wrote call options on the Russell 2000® Index. Unlike other indexes, the Russell 2000® Index had periods of flat performance in January and the beginning of February 2020. As a result, the Fund retained more option premium. However, the Russell 2000® Index rallied sharply during the second half of the reporting period, returning 25.42%. As a result, the Fund collected less premium income as it was an unfavorable environment for writing options on the Russell 2000® Index. As a result, the option strategy detracted from performance overall.

 

8


Fund Leverage

 

IMPACT OF THE FUND’S LEVERAGE STRATEGY ON PERFORMANCE

One important factor impacting the returns of the Fund’s common shares relative to its comparative benchmarks was the Fund’s use of leverage through bank borrowings. The Fund uses leverage because our research has shown that, over time, leveraging provides opportunities for additional income. The opportunity arises when short-term rates that the Fund pays on its leveraging instruments are lower than the interest the Fund earns on its portfolio securities that it has bought with the proceeds of that leverage. This has been particularly true in the recent market environment where short-term rates have been low by historical standards.

However, use of leverage can expose Fund common shares to additional price volatility. When the Fund uses leverage, the Fund’s common shares will experience a greater increase in their net asset value if the securities acquired through the use of leverage increase in value, but will also experience a correspondingly larger decline in their net asset value if the securities acquired through leverage decline in value. All this will make the shares’ total return performance more variable over time.

In addition, common share income in levered funds will typically decrease in comparison to unlevered funds when short-term interest rates increase and increase when short-term interest rates decrease. In recent quarters, fund leverage expenses have generally tracked the overall movement of short-term interest rates. While fund leverage expenses are somewhat higher than their recent lows, leverage nevertheless continues to provide the opportunity for incremental common share income, particularly over longer-term periods.

The Fund’s use of leverage had a negative impact on total return performance during this reporting period. The negative impact of leverage during the brief but severe COVID-19 induced market downturn in March was greater than the positive impact of leverage during the remainder of the reporting period. More specifically, this net negative contribution of leverage was amplified during the market downturn in part because the Fund used proceeds from portfolio sales to pay down borrowings and reduce its elevated leverage ratio, which rose as prices of portfolio securities, including those sold for de-levering purposes, declined. Conversely, as financial markets recovered and asset prices steadied, the Fund gradually increased leverage levels, using proceeds to purchase new portfolio securities at generally higher prices. Management believes, however, that the potential benefits from leverage continue to outweigh the associated increase in risk and total return variability previously described.

The Fund also continued to utilize interest rate swap contracts to partially hedge its future interest cost of leverage. The impact of the swap contracts on total return performance was negative during this reporting period.

As of June 30, 2020, the Fund’s percentages of leverage are shown in the accompanying table.

 

     JTD  

Effective Leverage*

    30.31

Regulatory Leverage*

    30.31
*

Effective leverage is the Fund’s effective economic leverage, and includes both regulatory leverage and the leverage effects of certain derivative and other investments in the Fund’s portfolio that increase the Fund’s investment exposure. Regulatory leverage consists of preferred shares issued or borrowings of the Fund. Both of these are part of the Fund’s capital structure. The Fund, however, may from time to time borrow on a typically transient basis in connection with its day-to-day operations, primarily in connection with the need to settle portfolio trades. Such incidental borrowings are excluded from the calculation of the Fund’s effective leverage ratio. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company Act of 1940.

 

9


Fund Leverage (continued)

 

THE FUND’S REGULATORY LEVERAGE

Bank Borrowings

As noted above, the Fund employs leverage through the use of bank borrowings. The Fund’s bank borrowing activities are as shown in the accompanying table.

 

Current Reporting Period

           Subsequent to the Close of
the Reporting Period
 
Outstanding
Balance as of
January 1, 2020
   Draws      Paydowns      Outstanding
Balance as of
June 30, 2020
     Average Balance
Outstanding
            Draws      Paydowns      Outstanding
Balance as of
August 27, 2020
 
   $111,100,000    $ 21,550,000      $ (43,850,000    $ 88,800,000      $ 89,641,758              $ 2,300,000      $     —      $ 91,100,000  

Refer to Notes to Financial Statements, Note 8 – Borrowing Arrangements for further details.

 

10


Common Share Information

 

DISTRIBUTION INFORMATION

The following information regarding the Fund’s distributions is current as of May 31, 2020, the date of the distribution data included within the Fund’s most recent distribution notice at the time this report was prepared. The Fund’s distribution levels may vary over time based on the Fund’s investment activities and portfolio investment value changes.

The Fund has adopted a managed distribution program. The goal of the Fund’s managed distribution program is to provide shareholders relatively consistent and predictable cash flow by systematically converting its expected long-term return potential into regular distributions. As a result, regular distributions throughout the year will likely include a portion of expected long-term and/or short-term gains (both realized and unrealized), along with net investment income.

Important points to understand about Nuveen fund managed distributions are:

 

 

The Fund seeks to establish a relatively stable common share distribution rate that roughly corresponds to the projected total return from its investment strategy over an extended period of time. However, you should not draw any conclusions about the Fund’s past or future investment performance from its current distribution rate.

 

 

Actual common share returns will differ from projected long-term returns (and therefore the Fund’s distribution rate), at least over shorter time periods. Over a specific timeframe, the difference between actual returns and total distributions will be reflected in an increasing (returns exceed distributions) or a decreasing (distributions exceed returns) Fund net asset value.

 

 

Each period’s distributions are expected to be paid from some or all of the following sources:

 

   

net investment income consisting of regular interest and dividends,

 

   

net realized gains from portfolio investments, and

 

   

unrealized gains, or, in certain cases, a return of principal (non-taxable distributions).

 

 

A non-taxable distribution is a payment of a portion of the Fund’s capital. When the Fund’s returns exceed distributions, it may represent portfolio gains generated, but not realized as a taxable capital gain. In periods when the Fund’s returns fall short of distributions, it will represent a portion of your original principal unless the shortfall is offset during other time periods over the life of your investment (previous or subsequent) when the Fund’s total return exceeds distributions.

 

 

Because distribution source estimates are updated throughout the current fiscal year based on the Fund’s performance, these estimates may differ from both the tax information reported to you in the Fund’s 1099 statement, as well as the ultimate economic sources of distributions over the life of your investment.

The following table provides information regarding the Fund’s distributions and total return performance over various time periods. This information is intended to help you better understand whether the Fund’s returns for the specified time periods were sufficient to meet its distributions.

Data as of May 31, 2020

 

    Per Share
Distributions
                            Annualized Total
Return on NAV
       
Inception Date   Quarterly     Monthly
Equivalent
    Monthly
Net Investment
Income1
    YTD
Net Realized
Gain/Loss2
    Inception
Unrealized
Gain/Loss2
    Current
Distribution
Rate on NAV3
    1-Year     5-Year     YTD     YTD
Distribution
Rate on NAV4
 

6/2007

    $0.2945       $0.0982       $0.0330       $0.3680       $2.5661       8.21%       -4.26%       3.45%       -18.65%       4.21%  

 

1 

Net investment income is expressed as a monthly amount using a six-month average.

2 

These are approximations. Actual amounts may be more or less than amounts listed above.

3 

Current distribution, annualized, expressed over the most recent month-end NAV.

4 

Sum of year-to-date distributions expressed over the most recent month-end NAV.

 

11


Common Share Information (continued)

 

The following table provides estimates of the Fund’s distribution sources, reflecting year-to-date cumulative experience through the latest month-end. These estimates are for informational purposes only. The Fund attributes these estimates equally to each regular distribution throughout the year. Consequently, the estimated information shown below is for the current distribution, and also represents an updated estimate for all prior months in the year.

The amounts and sources of distributions reported in this notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and character of the distributions for tax reporting purposes will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year-end. More details about the Fund’s distributions and the basis for these estimates are available on www.nuveen.com/cef.

Data as of May 31, 2020

 

       Current Quarter      Calendar YTD  
       Estimated Source of Distribution      Estimated Per Share Amounts  
Per Share
Distribution
     Net
Investment
Income1
     Realized
Gains
     Return of
Capital2
     Distributions3      Net
Investment
Income1
     Realized
Gains
     Return of
Capital2
 
  $0.2945        32.8%        60.9%        6.4%        $0.6045        $0.1981        $0.3680        $0.0384  

 

1 

Net investment income is a projection through the end of the current quarter based on the most recent month-end data.

2 

Return of capital may represent unrealized gains, return of shareholder’s principal, or both. In certain circumstances, all or a portion of the return of capital may be characterized as ordinary income under federal tax law. The actual tax characterization will be provided to shareholders on Form 1099-DIV shortly after calendar year-end.

3 

Includes the most recent quarterly distribution declaration.

NUVEEN CLOSED-END FUND DISTRIBUTION AMOUNTS

The Nuveen Closed-End Funds’ monthly and quarterly periodic distributions to shareholders are posted on www.nuveen.com and can be found on Nuveen’s enhanced closed-end fund resource page, which is at https://www.nuveen.com/resource-center-closed-end-funds, along with other Nuveen closed-end fund product updates. To ensure timely access to the latest information, shareholders may use a subscribe function, which can be activated at this web page (https://www.nuveen.com/subscriptions).

COMMON SHARE REPURCHASES

During August 2020 (subsequent to the close of this reporting period), the Fund’s Board of Trustees reauthorized an open-market share repurchase program, allowing the Fund to repurchase an aggregate of up to approximately 10% of its outstanding shares.

As of June 30, 2020, and since the inception of the Fund’s repurchase program, the Fund has cumulatively repurchased and retired its outstanding common shares as shown in the accompanying table.

 

     JTD  

Common shares cumulatively repurchased and retired

    0  

Common shares authorized for repurchase

    1,445,000  

During the current reporting period, the Fund did not repurchase any of its outstanding common shares.

OTHER COMMON SHARE INFORMATION

As of June 30, 2020, and during the current reporting period, the Fund’s common share price was trading at a premium/(discount) to its common share NAV as shown in the accompanying table.

 

     JTD  

Common share NAV

    $14.09  

Common share price

    $12.77  

Premium/(Discount) to NAV

    (9.37 )% 

6-month average premium/(discount) to NAV

    (6.57 )% 

 

12


Risk Considerations

 

Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation.

Nuveen Tax-Advantaged Dividend Growth Fund (JTD)

Investing in closed-end funds involves risk; principal loss is possible. There is no guarantee the Fund’s investment objectives will be achieved. Closed-end fund shares may frequently trade at a discount or premium to their net asset value. Common stock returns often have experienced significant volatility, and dividend-paying stocks may not sustain their current dividends. Debt or fixed income securities such as those held by the Fund, are subject to market risk, credit risk, interest rate risk, derivatives risk, liquidity risk, and income risk. As interest rates rise, bond prices fall. Leverage increases return volatility and magnifies the Fund’s potential return and its risks; there is no guarantee a fund’s leverage strategy will be successful. The Fund may not participate in any appreciation of its equity portfolio as fully as it would if the Fund did not sell call options. In addition, the Fund will continue to bear the risk of declines in the value of the equity portfolio. For these and other risks, including tax risk, please see the Fund’s web page at www.nuveen.com/JTD.

 

13


JTD     

Nuveen Tax-Advantaged Dividend Growth Fund

Performance Overview and Holding Summaries as of June 30, 2020

 

Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this section.

Average Annual Total Returns as of June 30, 2020

 

    Cumulative        Average Annual  
     6-Month        1-Year        5-Year        10-Year  
JTD at Common Share NAV     (18.46)%          (9.75)%          3.93%          9.70%  
JTD at Common Share Price     (22.55)%          (16.33)%          4.09%          9.97%  
Blended Benchmark – Old1     (5.46)%          2.12%          7.67%          10.44%  
Blended Benchmark – New2     (8.17)%          (2.01)%          4.83%          7.77%  
S&P 500® Index     (3.08)%          7.51%          10.73%          13.99%  

Past performance is not predictive of 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. Returns at NAV are net of Fund expenses and assume reinvestment of distributions. Comparative index return information is provided for the Fund’s shares at NAV only. Indexes are not available for direct investment.

Common Share Price Performance — Weekly Closing Price

 

LOGO

 

1

The Blended Benchmark – Old Consists of: 1) 50% of the return of the S&P 500® Index, 2) 25% of the return the Cboe S&P 500 BuyWrite Index (BXM) 3) 12.5% of the return of the ICE BofA DRD (dividends received deduction) 4) 12.5% of the return of the ICE BofA Fixed Rate Preferred Index.

2

The Blended Benchmark – New consists of: 1) 16% of the return of the S&P 500® Index, 2) 34% of the return the MSCI EAFE (NET) Index, 3) 25% of the return of the CBOE S&P 500 BuyWrite Index (BXM), 4) 12.5% of the return of the ICE BofA DRD (dividends received deduction) Preferred Index and 5) 12.5% of the return of the ICE BofA Fixed Rate Preferred Index.

 

14


 

This data relates to the securities held in the Fund’s portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.

For financial reporting purposes, the ratings disclosed are the highest rating given by one of the following national rating agencies: Standard & Poor’s Group, Moody’s Investors Service, Inc. or Fitch, Inc. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Credit ratings are subject to change. AAA, AA, A and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below-investment grade ratings. Holdings designated N/R are not rated by these national rating agencies.

 

Fund Allocation

(% of net assets)

 

Common Stocks     107.6%  
$1,000 Par (or similar) Institutional Preferred     16.3%  
$25 Par (or similar)
Retail Preferred
    13.3%  
Corporate Bonds     4.1%  
Convertible Preferred Securities     2.0%  
Repurchase Agreements     5.0%  
Other Assets Less Liabilities     (4.8)%  

Net Assets Plus Borrowings

    143.5%  
Borrowings     (43.5)%  

Net Assets

    100%  

Portfolio Credit Quality

(% of total fixed-income investments)

 

A     2.0%  
BBB     57.2%  
BB or Lower     32.4%  
N/R (not rated)     8.4%  

Total

    100%  

Portfolio Composition

(% of total investments)

 

Banks      13.2%  
Pharmaceuticals      6.6%  
Oil, Gas, & Consumable Fuels      5.1%  
Insurance      4.7%  
Capital Markets      4.4%  
Food Products      4.1%  
Chemicals      3.9%  
Electric Utilities      3.6%  
Software      3.4%  
IT Services      3.1%  
Wireless Telecommunication Services      2.9%  
Health Care Providers & Services      2.6%  
Diversified Telecommunication Services      2.5%  
Specialty Retail      2.3%  
Containers & Packaging      2.1%  
Household Products      2.0%  
Beverages      1.9%  
Consumer Finance      1.9%  
Communications Equipment      1.8%  
Hotels, Restaurants & Leisure      1.6%  
Trading Companies & Distributors      1.6%  
Media      1.6%  
Other      19.7%  
Repurchase Agreements      3.4%  

Total

     100%  

Top Five Issuers

(% of total long-term
investments)

 

Lowes Companies      2.2%  
JP Morgan Chase & Co      2.2%  
Microsoft Corp      2.0%  
Unitedhealth Group Inc      1.8%  
Accenture Plc      1.7%  

Country Allocation1

(% of total investments)

 

United States     63.9%  
United Kingdom     7.5%  
Japan     5.5%  
France     5.3%  
Canada     4.3%  
Netherlands     2.7%  
Germany     1.5%  
Denmark     1.5%  
Hong Kong     1.3%  
Australia     1.3%  
China     1.2%  
Italy     1.0%  
Spain     1.0%  
Singapore     0.9%  
Switzerland     0.7%  
Other     0.4%  

Total

    100%  
 

 

 

1

Includes 1.56% (as percentage of total investments) in emerging market countries.

 

15


Shareholder Meeting Report

 

The annual meeting of shareholders, originally scheduled to be held on April 8, 2020 in person, was postponed to April 22, 2020 for JTD. The meeting was held virtually due to public health concerns regarding the ongoing COVID-19 pandemic; at this meeting the shareholders were asked to elect Board members.

 

     JTD  
     Common
Shares
 

Approval of the Board Members was reached as follows:

 

John K. Nelson

 

For

    12,071,878  

Withhold

    570,356  

Total

    12,642,234  

Terence J. Toth

 

For

    12,071,031  

Withhold

    571,203  

Total

    12,642,234  

Robert L. Young

 

For

    12,071,812  

Withhold

    570,422  

Total

    12,642,234  

 

16


JTD   

Nuveen Tax-Advantaged Dividend
Growth Fund

 

Portfolio of Investments    June 30, 2020

     Unaudited

 

Shares     Description (1)                           Value  
 

LONG-TERM INVESTMENTS – 143.3% (96.6% of Total Investments)

 

        
 

COMMON STOCKS – 107.6% (72.5% of Total Investments)

          
      Aerospace & Defense – 1.7%                           
  9,388    

Lockheed Martin Corp, (2)

                             $ 3,425,869  
      Banks – 5.3%                           
  55,644    

BOC Hong Kong Holdings Ltd, ADR (3)

             3,539,470  
  35,279    

JPMorgan Chase & Co

             3,318,343  
  87,587    

Toronto-Dominion Bank, (4)

                               3,907,256  
 

Total Banks

                               10,765,069  
      Beverages – 2.9%                           
  61,831    

Heineken NV, ADR (3)

             2,851,028  
  22,986    

PepsiCo Inc, (2)

                               3,040,128  
 

Total Beverages

                               5,891,156  
      Biotechnology – 2.3%                           
  32,333    

AbbVie Inc

             3,174,454  
  83,398    

Grifols SA, ADR (2)

                               1,521,179  
 

Total Biotechnology

                               4,695,633  
      Building Products – 0.9%                           
  21,259    

Trane Technologies PLC, (2)

                               1,891,626  
      Capital Markets – 3.3%                           
  34,148    

Charles Schwab Corp, (2)

             1,152,153  
  9,964    

CME Group Inc

             1,619,549  
  47,325    

Macquarie Group Ltd, ADR (3)

                               3,864,384  
 

Total Capital Markets

                               6,636,086  
      Chemicals – 5.7%                           
  34,532    

International Flavors & Fragrances Inc, (2)

             4,228,789  
  144,464    

Koninklijke DSM NV, ADR (3)

             4,997,458  
  11,239    

Linde PLC, (2)

                               2,383,904  
 

Total Chemicals

                               11,610,151  
      Communications Equipment – 2.7%                           
  66,477    

Cisco Systems Inc

             3,100,487  
  17,396    

Motorola Solutions Inc

                               2,437,702  
 

Total Communications Equipment

                               5,538,189  
      Consumer Finance – 1.1%                           
  23,439    

American Express Co, (4)

                               2,231,393  
      Containers & Packaging – 3.0%                           
  393,431    

Amcor PLC, (2)

             4,016,931  
  21,370    

Packaging Corp of America, (2)

                               2,132,726  
 

Total Containers & Packaging

                               6,149,657  
      Diversified Financial Services – 1.4%                           
  47,155    

ORIX Corp, ADR

                               2,904,748  
      Diversified Telecommunication Services – 3.4%                           
  95,951    

AT&T Inc

             2,900,599  
  268,016    

HKT Trust & HKT Ltd, ADR (3)

                               3,921,449  
 

Total Diversified Telecommunication Services

                               6,822,048  

 

17


JTD    Nuveen Tax-Advantaged Dividend Growth Fund (continued)
   Portfolio of Investments    June 30, 2020
   (Unaudited)

 

Shares     Description (1)                           Value  
      Electric Utilities – 3.7%                           
  11,551    

NextEra Energy Inc, (2)

           $ 2,774,204  
  165,815    

Red Electrica Corp SA, ADR (3)

             1,548,712  
  195,000    

SSE PLC, ADR (3)

                               3,277,950  
 

Total Electric Utilities

                               7,600,866  
      Electronic Equipment, Instruments & Components – 0.7%                           
  55,054    

Alps Alpine Co Ltd, ADR (3)

                               1,408,435  
      Entertainment – 1.6%                           
  29,004    

Walt Disney Co, (4)

                               3,234,236  
      Food Products – 4.1%                           
  323,737    

Danone SA, ADR (3)

             4,468,056  
  35,640    

Mondelez International Inc

             1,822,273  
  19,475    

Nestle SA, ADR (3)

                               2,150,819  
 

Total Food Products

                               8,441,148  
      Gas Utilities – 1.6%                           
  326,329    

Snam SpA, ADR (3), (4)

                               3,176,976  
      Health Care Providers & Services – 3.8%                           
  9,458    

Anthem Inc, (4)

             2,487,265  
  18,004    

UnitedHealth Group Inc, (2), (4)

                               5,310,280  
 

Total Health Care Providers & Services

                               7,797,545  
      Hotels, Restaurants & Leisure – 2.4%                           
  11,293    

McDonald’s Corp, (2)

             2,083,220  
  51,301    

Restaurant Brands International Inc, (4)

                               2,802,573  
 

Total Hotels, Restaurants & Leisure

                               4,885,793  
      Household Products – 3.0%                           
  34,828    

Colgate-Palmolive Co, (4)

             2,551,499  
  191,864    

Reckitt Benckiser Group PLC, (2), (3), (4)

                               3,548,525  
 

Total Household Products

                               6,100,024  
      Industrial Conglomerates – 1.2%                           
  17,159    

Honeywell International Inc, (2)

                               2,481,020  
      Insurance – 2.0%                           
  14,526    

Chubb Ltd

             1,839,282  
  21,655    

Marsh & McLennan Cos Inc

                               2,325,097  
 

Total Insurance

                               4,164,379  
      IT Services – 4.6%                           
  23,524    

Accenture PLC, (4)

             5,051,073  
  32,057    

Fidelity National Information Services Inc, (4)

                               4,298,523  
 

Total IT Services

                               9,349,596  
      Media – 1.8%                           
  94,475    

Comcast Corp, (4)

                               3,682,635  
      Oil, Gas & Consumable Fuels – 7.2%                           
  44,149    

Chevron Corp, (2)

             3,939,415  
  102,301    

Enbridge Inc, (2)

             3,111,996  
  52,314    

Phillips 66, (2)

             3,761,377  
  100,480    

TOTAL SA, ADR

                               3,864,461  
 

Total Oil, Gas & Consumable Fuels

                               14,677,249  
      Personal Products – 1.6%                           
  57,905    

Unilever PLC, ADR (2)

                               3,177,826  

 

18


Shares     Description (1)                           Value  
      Pharmaceuticals – 9.9%                           
  174,533    

Astellas Pharma Inc, ADR (3)

           $ 2,907,720  
  33,511    

Johnson & Johnson, (2)

             4,712,652  
  39,759    

Merck & Co Inc, (2)

             3,074,563  
  68,795    

Novo Nordisk A/S, ADR (2)

             4,504,697  
  95,845    

Sanofi, ADR (2)

                               4,892,887  
 

Total Pharmaceuticals

                               20,092,519  
      Professional Services – 1.3%                           
  76,587    

Experian PLC, ADR (3)

                               2,692,799  
      Real Estate Management & Development – 1.3%                           
  619,764    

CapitaLand Ltd, ADR (2), (3)

                               2,594,456  
      Road & Rail – 1.5%                           
  18,140    

Union Pacific Corp, (2), (4)

                               3,066,930  
      Semiconductors & Semiconductor Equipment – 1.4%                           
  22,981    

Texas Instruments Inc, (4)

                               2,917,898  
      Software – 5.1%                           
  28,476    

Microsoft Corp, (4)

             5,795,151  
  33,145    

SAP SE, ADR (2)

                               4,640,300  
 

Total Software

                               10,435,451  
      Specialty Retail – 3.1%                           
  47,300    

Lowe’s Cos Inc, (2)

                               6,391,176  
      Technology Hardware, Storage & Peripherals – 2.3%                           
  12,802    

Apple Inc, (2)

                               4,670,170  
      Textiles, Apparel & Luxury Goods – 1.4%                           
  31,334    

LVMH Moet Hennessy Louis Vuitton SE, ADR (3)

                               2,770,866  
      Tobacco – 1.3%                           
  37,983    

Philip Morris International Inc, (2), (4)

                               2,661,089  
      Trading Companies & Distributors – 2.3%                           
  111,032    

ITOCHU Corp, ADR (2), (3)

                               4,778,440  
      Wireless Telecommunication Services – 3.7%                           
  307,984    

KDDI Corp, ADR (3)

             4,585,882  
  190,080    

Vodafone Group PLC, ADR

                               3,029,875  
 

Total Wireless Telecommunication Services

                               7,615,757  
 

Total Common Stocks (cost $175,259,048)

                               219,426,904  
Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (5)      Value  
 

$1,000 PAR (OR SIMILAR) INSTITUTIONAL PREFERRED – 16.3% (11.0% of Total Investments)

 

     
      Automobiles – 0.4%                           
  870    

General Motors Financial Co Inc

    6.500%        N/A (6)        BB+      $ 795,258  
      Banks – 8.8%                           
  170    

Bank of America Corp

    6.300%        N/A (6)        BBB        188,652  
  1,850    

Bank of America Corp

    6.500%        N/A (6)        BBB        1,988,121  
  1,700    

CIT Group Inc

    5.800%        N/A (6)        Ba3        1,307,946  
  1,975    

Citigroup Inc

    6.250%        N/A (6)        BBB-        2,095,218  
  925    

Citizens Financial Group Inc

    5.333%        N/A (6)        BB+        790,875  
  275    

CoBank ACB, 144A

    6.250%        N/A (6)        BBB+        272,250  
  (7)   

Farm Credit Bank of Texas

    10.000%        N/A (6)        Baa1        450,000  
  2,650    

JPMorgan Chase & Co

    6.750%        N/A (6)        BBB+        2,848,750  

 

19


JTD    Nuveen Tax-Advantaged Dividend Growth Fund (continued)
   Portfolio of Investments    June 30, 2020
   (Unaudited)

 

Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (5)      Value  
  125    

JPMorgan Chase & Co

    6.100%        N/A (6)        BBB+      $ 127,918  
  625    

Lloyds Bank PLC, 144A

    12.000%        N/A (6)        Baa3        721,125  
  975    

M&T Bank Corp

    6.450%        N/A (6)        Baa2        1,009,125  
  2,000    

PNC Financial Services Group Inc

    6.750%        N/A (6)        Baa2        1,985,000  
  380    

Regions Financial Corp

    5.750%        N/A (6)        BB+        391,134  
  1,125    

Truist Financial Corp

    4.950%        N/A (6)        Baa2        1,150,313  
  1,500    

Wells Fargo & Co

    5.875%        N/A (6)        Baa2        1,559,055  
  1,150    

Zions Bancorp NA

    7.200%        N/A (6)        BB+        1,147,125  
  17,425    

Total Banks

                               18,032,607  
      Capital Markets – 0.9%                           
  550    

Charles Schwab Corp

    7.000%        N/A (6)        BBB        573,210  
  550    

Goldman Sachs Group Inc

    5.300%        N/A (6)        BBB-        554,389  
  665    

Morgan Stanley

    5.550%        N/A (6)        BBB-        611,264  
  1,765    

Total Capital Markets

                               1,738,863  
      Consumer Finance – 0.7%                           
  845    

Capital One Financial Corp

    4.150%        N/A (6)        Baa3        688,675  
  850    

Discover Financial Services

    5.500%        N/A (6)        Ba2        764,455  
  1,695    

Total Consumer Finance

                               1,453,130  
      Diversified Financial Services – 0.4%                           
  765    

Voya Financial Inc

    6.125%        N/A (6)        BBB-        748,231  
      Electric Utilities – 1.3%                           
  1,610    

Emera Inc

    6.750%        6/15/76        BB+        1,741,231  
  850    

NextEra Energy Capital Holdings Inc

    5.650%        5/01/79        BBB        925,863  
  2,460    

Total Electric Utilities

                               2,667,094  
      Food Products – 0.9%                           
  1,950    

Land O’ Lakes Inc, 144A

    8.000%        N/A (6)        BB        1,891,500  
      Insurance – 2.1%                           
  895    

Liberty Mutual Group Inc, 144A

    7.800%        3/15/37        Baa3        1,072,778  
  1,000    

MetLife Inc

    10.750%        8/01/39        BBB        1,542,300  
  1,000    

Nationwide Financial Services Inc

    6.750%        5/15/37        Baa2        1,112,108  
  500    

Progressive Corp

    5.375%        N/A (6)        BBB+        497,010  
  3,395    

Total Insurance

                               4,224,196  
      Multi-Utilities – 0.3%                           
  575    

Sempra Energy

    4.875%        N/A (6)        BBB-        575,000  
      Oil, Gas & Consumable Fuels – 0.3%                           
  625    

Transcanada Trust

    5.875%        8/15/76        BBB        660,785  
      U.S. Agency – 0.2%                           
  525    

Farm Credit Bank of Texas, 144A

    6.200%        N/A (6)        BBB+        496,125  
  32,050    

Total $1,000 Par (or similar) Institutional Preferred (cost $33,209,265)

                               33,282,789  
Shares     Description (1)   Coupon              Ratings (5)      Value  
      $25 PAR (OR SIMILAR) RETAIL PREFERRED – 13.3% (9.0% of Total Investments)                       
      Banks – 4.3%                           
  30,400    

Citigroup Inc

    7.125%           BBB-      $ 808,640  
  8,700    

CoBank ACB, 144A (3)

    6.250%           BBB+        896,100  
  2,209    

CoBank ACB, (3)

    6.125%           BBB+        222,005  
  4,750    

Farm Credit Bank of Texas, 144A, (3)

    6.750%           Baa1        494,000  
  29,100    

Fifth Third Bancorp

    6.625%           Baa3        768,531  
  31,541    

FNB Corp/PA

    7.250%           Ba1        822,905  
  32,000    

Huntington Bancshares Inc/OH

    6.250%           Baa3        801,600  
  32,975    

KeyCorp

    6.125%           Baa3        838,224  
  25,700    

People’s United Financial Inc

    5.625%           BB+        607,291  
  15,687    

Regions Financial Corp

    6.375%           BB+        389,665  
  56,493    

US Bancorp

    6.500%           A3        1,473,337  
  30,108    

Western Alliance Bancorp

    6.250%                 N/R        763,840  
 

Total Banks

                               8,886,138  

 

20


Principal
Amount (000)
    Description (1)   Coupon              Ratings (5)      Value  
      Capital Markets – 2.4%                           
  11,100    

B Riley Financial Inc

    7.500%           N/R      $ 254,190  
  5,712    

B Riley Financial Inc

    7.250%           N/R        131,376  
  48,779    

Charles Schwab Corp

    6.000%           BBB        1,243,377  
  15,175    

Cowen Inc

    7.350%           N/R        379,223  
  58,535    

Morgan Stanley

    7.125%           BBB-        1,553,519  
  31,470    

Stifel Financial Corp

    6.250%           BB-        793,673  
  20,626    

Stifel Financial Corp

    6.250%                 BB-        528,232  
 

Total Capital Markets

                               4,883,590  
      Consumer Finance – 0.9%                           
  21,300    

Capital One Financial Corp

    5.000%           Baa3        476,694  
  49,015    

GMAC Capital Trust I

    6.177%           BB-        1,098,916  
  17,000    

Synchrony Financial

    5.625%                 BB-        363,290  
 

Total Consumer Finance

                               1,938,900  
      Diversified Telecommunication Services – 0.4%                           
  30,590    

Qwest Corp

    6.875%                 BBB-        752,820  
      Food Products – 1.0%                           
  550    

CHS Inc

    7.875%           N/R        14,300  
  39,675    

CHS Inc

    7.100%           N/R        957,358  
  48,065    

CHS Inc

    6.750%                 N/R        1,144,908  
 

Total Food Products

                               2,116,566  
      Insurance – 2.9%                           
  32,616    

Argo Group US Inc

    6.500%           BBB-        832,034  
  43,336    

Athene Holding Ltd

    6.350%           BBB-        1,056,532  
  3,300    

Athene Holding Ltd

    6.375%           BBB-        83,325  
  32,400    

Enstar Group Ltd

    7.000%           BB+        784,728  
  22,450    

Globe Life Inc

    6.125%           BBB+        574,496  
  27,150    

Hartford Financial Services Group Inc

    7.875%           Baa2        722,733  
  24,434    

National General Holdings Corp

    7.500%           N/R        594,968  
  9,191    

National General Holdings Corp

    7.500%           N/R        220,584  
  8,974    

PartnerRe Ltd

    7.250%           BBB        232,337  
  15,875    

Reinsurance Group of America Inc

    6.200%           BBB+        398,621  
  14,724    

Reinsurance Group of America Inc

    5.750%                 BBB+        357,646  
 

Total Insurance

                               5,858,004  
      Multi-Utilities – 0.4%                           
  32,500    

Algonquin Power & Utilities Corp

    6.200%                 BB+        850,200  
      Thrifts & Mortgage Finance – 0.4%                           
  33,214    

New York Community Bancorp Inc

    6.375%                 Ba2        806,104  
      Wireless Telecommunication Services – 0.6%                           
  44,625    

United States Cellular Corp

    7.250%                 Ba1        1,141,061  
 

Total $25 Par (or similar) Retail Preferred (cost $27,598,008)

                               27,233,383  
Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (5)      Value  
      CORPORATE BONDS – 4.1% (2.8% of Total Investments)                           
      Automobiles – 0.2%                           
  350    

Ford Motor Co

    8.500%        4/21/23        BB+      $ 370,125  
      Chemicals – 0.1%                           
  200    

CVR Partners LP / CVR Nitrogen Finance Corp, 144A

    9.250%        6/15/23        B+        196,000  
      Containers & Packaging – 0.1%                           
  225    

Sealed Air Corp, 144A

    6.875%        7/15/33        BB+        266,063  
      Entertainment – 0.6%                           
  1,157    

Liberty Interactive LLC

    8.500%        7/15/29        BB        1,121,283  

 

21


JTD    Nuveen Tax-Advantaged Dividend Growth Fund (continued)
   Portfolio of Investments    June 30, 2020
   (Unaudited)

 

Principal
Amount (000)
    Description (1)   Coupon      Maturity      Ratings (5)      Value  
      Food & Staples Retailing – 0.3%                           
  650    

Albertsons Cos Inc / Safeway Inc / New Albertsons LP / Albertsons LLC, 144A

    7.500%        3/15/26        B2      $ 704,119  
      Health Care Equipment & Supplies – 0.5%                           
  1,000    

Avantor Inc, 144A

    9.000%        10/01/25        BB        1,077,500  
      Machinery – 0.2%                           
  400    

Dana Financing Luxembourg Sarl, 144A

    6.500%        6/01/26        BB+        414,000  
      Media – 0.5%                           
  250    

Altice Financing SA, 144A

    7.500%        5/15/26        B        262,500  
  575    

ViacomCBS Inc

    6.875%        4/30/36        BBB        778,038  
  825    

Total Media

                               1,040,538  
      Metals & Mining – 0.1%                           
  225    

ArcelorMittal SA

    7.250%        10/15/39        BBB-        268,875  
      Multiline Retail – 0.4%                           
  700    

Nordstrom Inc, 144A

    8.750%        5/15/25        Baa2        753,300  
      Oil, Gas & Consumable Fuels – 0.4%                           
  715    

Enviva Partners LP / Enviva Partners Finance Corp, 144A

    6.500%        1/15/26        BB-        743,600  
      Semiconductors & Semiconductor Equipment – 0.4%                           
  715    

Amkor Technology Inc, 144A

    6.625%        9/15/27        BB        765,315  
      Specialty Retail – 0.3%                           
  825    

L Brands Inc

    6.875%        11/01/35        B+        686,317  
$ 7,987    

Total Corporate Bonds (cost $8,420,682)

                               8,407,035  

Shares

    Description (1)   Coupon              Ratings (5)      Value  
 

CONVERTIBLE PREFERRED SECURITIES – 2.0% (1.3% of Total Investments)

 

     
      Banks – 0.9%                           
  575    

Bank of America Corp

    7.250%           BBB      $ 771,765  
  825    

Wells Fargo & Co

    7.500%                 Baa2        1,070,025  
 

Total Banks

                               1,841,790  
      Electric Utilities – 0.3%                           
  12,200    

Southern Co

    6.750%                 BBB        537,532  
      Multi-Utilities – 0.3%                           
  7,300    

Sempra Energy

    6.750%                 N/R        717,298  
      Semiconductors & Semiconductor Equipment – 0.5%                           
  875    

Broadcom Inc

    8.000%                 N/R        975,056  
 

Total Convertible Preferred Securities (cost $4,112,746)

                               4,071,676  
 

Total Long-Term Investments (cost $248,599,749)

                               292,421,787  
Principal
Amount (000)
    Description (1)   Coupon      Maturity              Value  
 

SHORT-TERM INVESTMENTS – 5.0% (3.4% of Total Investments)

 

  
 

REPURCHASE AGREEMENTS – 5.0% (3.4% of Total Investments)

 

  
  10,295    

Repurchase Agreement with Fixed Income Clearing Corporation, dated 6/30/20, repurchase price $10,294,987, collateralized by $8,961,500 U.S. Treasury Notes 0.625%, due 1/15/26, value $10,501,102

    0.000%        7/01/20               $ 10,294,987  
 

Total Short-Term Investments (cost $10,294,987)

                               10,294,987  
 

Total Investments (cost $258,894,736) – 148.3%

                               302,716,774  
 

Borrowings – (43.5)% (8), (9)

                               (88,800,000
 

Other Assets Less Liabilities – (4.8)% (10)

                               (9,768,214
 

Net Assets Applicable to Common Shares – 100%

                             $ 204,148,560  

 

22


Investments in Derivatives

Options Written

 

Description (11)      Type        Number of
Contracts
      

Notional

Amount (12)

       Exercise
Price
       Expiration
Date
       Value  

Russell 2000® Index

       Call          (350      $ (52,500,000      $ 1,500          7/17/20        $ (507,500

Total Options Written (premiums received $961,626)

                                                                 

Interest Rate Swaps – OTC Uncleared

 

Counterparty   Notional
Amount
    Fund
Pay/Receive
Floating Rate
    Floating Rate Index     Fixed Rate
(Annualized)
    Fixed Rate
Payment
Frequency
    Effective
Date (13)
    Optional
Termination
Date
    Maturity
Date
    Value     Unrealized
Appreciation
(Depreciation)
 

JPMorgan Chase Bank, N.A.

  $ 52,500,000       Receive       1-Month LIBOR       1.969     Monthly       6/01/18       7/01/25       7/01/27     $ (6,144,123   $ (6,144,123

 

 

For Fund portfolio compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications into sectors for reporting ease.                 

 

(1)

All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise noted.                     

 

(2)

Investment, or portion of investment, is hypothecated as described in Notes to Financial Statements, Note 8 – Borrowing Arrangements. The total value of investments hypothecated as of the end of the reporting period was $83,280,582.

 

(3)

For fair value measurement disclosure purposes, investment classified as Level 2. See Notes to Financial Statements, Note 3 – Investment Valuation and Fair Value Measurements for more information.                 

 

(4)

Investment, or portion of investment, has been pledged to collateralized the net payment obligations for investments in derivatives.                 

 

(5)

For financial reporting purposes, the ratings disclosed are the highest of Standard & Poor’s Group (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) rating. This treatment of split-rated securities may differ from that used for other purposes, such as for Fund investment policies. Ratings below BBB by Standard & Poor’s, Baa by Moody’s or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.                 

 

(6)

Perpetual security. Maturity date is not applicable.                 

 

(7)

Principal Amount (000) rounds to less than $1,000.                 

 

(8)

Borrowings as a percentage of Total Investments is 29.3%.                 

 

(9)

The Fund may pledge up to 100% of its eligible investments (excluding any investments separately pledged as collateral for specific investments in derivatives, when applicable) in the Portfolio of Investments as collateral for borrowings. As of the end of the reporting period, investments with a value of $185,486,287 have been pledged as collateral for borrowings.

 

(10)

Other assets less liabilities includes the unrealized appreciation (depreciation) of certain over-the counter (“OTC”) derivatives as presented on the Statement of Assets and Liabilities, when applicable. The unrealized appreciation (depreciation) of OTC cleared and exchange-traded derivatives is recognized as part of the cash collateral at broker and/or receivable or payable for variation margin as presented on the Statement of Assets and Liabilities, when applicable. Other assets less liabilities also includes the value of options presented on the Statement of Assets and Liabilities.                 

 

(11)

Exchange-traded, unless otherwise noted.                 

 

(12)

For disclosure purposes, Notional Amount is calculated by multiplying the Number of Contracts by the Exercise Price by 100.                 

 

(13)

Effective date represents the date on which both the Fund and counterparty commence interest payment accruals on each contract.                 

 

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.                 

 

ADR

American Depositary Receipt.

 

See accompanying notes to financial statements.

 

23


Statement of Assets and Liabilities

June 30, 2020

(Unaudited)

 

 

 

Assets

  

Long-term investments, at value (cost $248,599,749)

   $ 292,421,787  

Short-term investments, at value (cost approximates value)

     10,294,987  

Receivable for:

  

Dividends

     677,060  

Interest

     659,268  

Reclaims

     305,374  

Other assets

     47,704  

Total assets

     304,406,180  

Liabilities

  

Borrowings

     88,800,000  

Call options written, at value (premiums received $961,626)

     507,500  

Unrealized depreciation on interest rate swaps

     6,144,123  

Payable for:

  

Dividends

     4,179,157  

Investments purchased – regular settlement

     211,745  

Accrued expenses:

  

Management fees

     230,152  

Interest on borrowings

     59,132  

Trustees fees

     41,765  

Other

     84,046  

Total liabilities

     100,257,620  

Net assets applicable to common shares

   $ 204,148,560  

Common shares outstanding

     14,484,340  

Net asset value (“NAV”) per common share outstanding

   $ 14.09  

Net assets applicable to common shares consist of:

        

Common shares, $0.01 par value per share

   $ 144,843  

Paid-in surplus

     162,475,295  

Total distributable earnings

     41,528,422  

Net assets applicable to common shares

   $ 204,148,560  

Authorized shares:

  

Common

     Unlimited  

Preferred

     Unlimited  

 

See accompanying notes to financial statements.

 

24


Statement of Operations

Six Months Ended June 30, 2020

(Unaudited)

 

 

 

Investment Income

  

Dividends

   $ 4,597,322  

Interest

     1,213,207  

Other

     21,802  

Foreign tax withheld on dividend income

     (191,510

Total investment income

     5,640,821  

Expenses

  

Management fees

     1,471,419  

Interest expense on borrowings

     739,850  

Custodian fees

     47,049  

Trustees fees

     3,506  

Professional fees

     21,967  

Shareholder reporting expenses

     22,293  

Shareholder servicing agent fees

     144  

Stock exchange listing fees

     3,300  

Investor relations expense

     24,553  

Other

     10,907  

Total expenses

     2,344,988  

Net investment income (loss)

     3,295,833  

Realized and Unrealized Gain (Loss)

  

Net realized gain (loss) from:

  

Investments

     6,805,560  

Options written

     (4,502,486

Swaps

     (157,771

Change in net unrealized appreciation (depreciation) of:

  

Investments

     (50,635,495

Options written

     586,092  

Swaps

     (4,617,976

Net realized and unrealized gain (loss)

     (52,522,076

Net increase (decrease) in net assets applicable to common shares from operations

   $ (49,226,243

 

See accompanying notes to financial statements.

 

25


Statement of Changes in Net Assets

(Unaudited)

 

     

Six Months

Ended
6/30/20

      

Year
Ended
12/31/19

 

Operations

       

Net investment income (loss)

   $ 3,295,833        $ 6,031,120  

Net realized gain (loss) from:

       

Investments and foreign currency

     6,805,560          22,684,139  

Options written

     (4,502,486        (2,978,203

Swaps

     (157,771        201,169  

Change in net unrealized appreciation (depreciation) of:

       

Investments and foreign currency

     (50,635,495        45,723,760  

Options written

     586,092          (114,674

Swaps

     (4,617,976        (2,795,130

Net increase (decrease) in net assets applicable to common shares from operations

     (49,226,243        68,752,181  

Distributions to Common Shareholders

       

Dividends

     (8,755,784        (17,960,582

Decrease in net assets applicable to common shares from distributions to common shareholders

     (8,755,784        (17,960,582

Net increase (decrease) in net assets applicable to common shares

     (57,982,027        50,791,599  

Net assets applicable to common shares at the beginning of period

     262,130,587          211,338,988  

Net assets applicable to common shares at the end of period

   $ 204,148,560        $ 262,130,587  

 

 

See accompanying notes to financial statements.

 

26


Statement of Cash Flows

Six Months Ended June 30, 2020

(Unaudited)

 

 

Cash Flows from Operating Activities:

  

Net Increase (Decrease) In Net Assets Applicable to Common Shares from Operations

   $ (49,226,243

Adjustments to reconcile the net increase (decrease) in net assets applicable to common
shares from operations to net cash provided by (used in) operating activities:

  

Purchases of investments

     (49,058,562

Proceeds from sales and maturities of investments

     82,875,814  

Proceeds from (Purchases of) short-term investments, net

     (6,024,942

Proceeds from (Payments for) closed foreign currency spot contracts

     1,471  

Premiums received for options written

     7,915,423  

Cash paid for terminated options written

     (12,036,067

Proceeds from litigation settlement

     974  

Amortization (Accretion) of premiums and discounts, net

     145,005  

(Increase) Decrease in:

  

Receivable for dividends

     (125,496

Receivable for interest

     (13,267

Receivable for reclaims

     (57,808

Other assets

     (3,811

Increase (Decrease) in:

  

Payable for investments purchased – regular settlement

     211,745  

Accrued management fees

     (65,702

Accrued interest on borrowings

     (157,300

Accrued Trustees fees

     (2,846

Accrued other expenses

     (8,956

Net realized (gain) loss from:

  

Investments and foreign currency

     (6,805,560

Options written

     4,502,486  

Change in net unrealized (appreciation) depreciation of:

  

Investments and foreign currency

     50,635,495  

Options written

     (586,092

Swaps

     4,617,976  

Net cash provided by (used in) operating activities

     26,733,737  

Cash Flows from Financing Activities:

  

Proceeds from borrowings

     21,550,000  

(Repayments of) borrowings

     (43,850,000

Cash distributions paid to common shareholders

     (4,576,627

Net cash provided by (used in) financing activities

     (26,876,627

Net Increase (Decrease) in Cash

     (142,890

Cash at the beginning of period

     142,890  

Cash at the end of period

   $  
Supplemental Disclosure of Cash Flow Information        

Cash paid for interest on borrowings (excluding borrowing costs)

   $ 897,150  

 

See accompanying notes to financial statements.

 

27


Financial Highlights

(Unaudited)

 

Selected data for a common share outstanding throughout each period:

 

           Investment Operations          
Less Distributions to
Common Shareholders
     Common Share  
     Beginning
Common
Share
NAV
     Net
Investment
Income
(Loss)(a)
     Net
Realized/
Unrealized
Gain (Loss)
     Total      From
Net
Investment
Income
     From
Accum-
ulated
Net
Realized
Gains
     Return
of
Capital
     Total      Ending
NAV
     Ending
Share
Price
 

Year Ended 12/31:

 

                          

2020(e)

  $ 18.10      $ 0.23      $ (3.64    $ (3.41    $ (0.60    $  —             $ (0.60    $ 14.09      $ 12.77  

2019

    14.59        0.42        4.33        4.75        (0.48      (0.76             (1.24      18.10        17.32  

2018

    18.07        0.43        (2.57      (2.14      (0.43      (0.81      (0.10      (1.34      14.59        13.40  

2017

    15.50        0.50        3.31        3.81        (0.53             (0.71      (1.24      18.07        17.58  

2016

    15.67        0.54        0.53        1.07        (0.54             (0.70      (1.24      15.50        13.93  

2015

    17.31        0.53        (0.88      (0.35      (1.29                    (1.29      15.67        13.91  

 

    Borrowings at the End of Period  
     Aggregate
Amount
Outstanding
(000)
       Asset
Coverage
Per $1,000
 

Year Ended 12/31:

 

2020(e)

  $ 88,800        $ 3,299  

2019

    111,100          3,359  

2018

    104,500          3,022  

2017

    116,000          3,257  

2016

    105,000          3,139  

2015

    100,000          3,270  

 

28


            Common Share Supplemental Data/
Ratios Applicable to Common Shares
 
Common Share
Total Returns
          Ratios to Average Net Assets(c)        
Based
on
NAV(b)
        
    
Based
on
Share
Price(b)
    Ending
Net
Assets
(000)
    Expenses     Net
Investment
Income (Loss)
    Portfolio
Turnover
Rate(d)
 
         
  (18.46 )%      (22.55 )%    $ 204,149       2.15 %*      3.02 %*      15
  33.28       39.16       262,131       2.71       2.48       20  
  (12.50     (17.09     211,339       2.75       2.47       14  
  25.24       36.10       261,771       2.25       2.95       16  
  6.93       9.22       224,544       2.05       3.46       19  
  (2.06     (6.04     226,952       1.98       3.11       23  

 

(a)

Per share Net Investment Income (Loss) is calculated using the average daily shares method.

(b)

Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at NAV and reinvested capital gains distributions at NAV, 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 NAV. 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 NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.

Total Return Based on Common Share Price 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.

(c)     •

Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to borrowings (as described in Note 8 – Borrowing Arrangements).

 

Each ratio includes the effect of all interest expense paid and other costs related to borrowings as follows:

 

Ratios of Borrowings Interest Expense
to Average Net Assets Applicable
to Common Shares
 

Year Ended 12/31:

 

2020(e)

    0.68 %* 

2019

    1.25  

2018

    1.25  

2017

    0.77  

2016

    0.53  

2015

    0.46  
 

 

(d)

Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4 – Portfolio Securities and Investments in Derivatives) divided by the average long-term market value during the period.

(e)

For the six months ended June 30, 2020.

*

Annualized.

 

See accompanying notes to financial statements.

 

29


Notes to Financial Statements

(Unaudited)

 

1. General Information

Fund Information

Nuveen Tax-Advantaged Dividend Growth Fund (the “Fund”) is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as a diversified closed-end management investment company. The Fund’s common shares are listed on the New York Stock Exchange (“NYSE”) and trade under the ticker symbol “JTD.” The Fund was organized as a Massachusetts business trust on February 22, 2007.

The end of the reporting period for the Fund is June 30, 2020, and the period covered by these Notes to Financial Statements is the six months ended June 30, 2020 (the “current fiscal period”).

Investment Adviser and Sub-Adviser

The Fund’s investment adviser is Nuveen Fund Advisors, LLC (the “Adviser”), a subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). The Adviser has overall responsibility for management of the Fund, oversees the management of the Fund’s portfolio, manages the Fund’s business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions. The Adviser has entered into sub-advisory agreements with its affiliates Santa Barbara Asset Management, LLC (“Santa Barbara”), NWQ Investment Management Company, LLC (“NWQ”) and Nuveen Asset Management, LLC (“NAM”) (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). Santa Barbara manages the portion of the Fund’s investment portfolio allocated to dividend-paying equity securities. NWQ manages the portion of the Fund’s investment portfolio allocated to preferred securities and other fixed-income securities. NAM is responsible for the writing of index call options on various equity market indices, while the Adviser manages the Fund’s investments in interest rate swap contracts.

Other Matters

The outbreak of the novel coronavirus (“COVID-19”) and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the calendar quarter ended March 31, 2020. The worldwide spread of COVID-19 has created significant uncertainty in the global economy. The duration and extent of COVID-19 over the long-term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Fund’s normal course of business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict. Management continues to monitor and evaluate this situation.

2. Significant Accounting Policies

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. The Fund is an investment company and follows the accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946, Financial Services – Investment Companies. The net asset value (“NAV”) for financial reporting purposes may differ from the NAV for processing security and common share transactions. The NAV for financial reporting purposes includes security and common share transactions through the date of the report. Total return is computed based on the NAV used for processing security and common share transactions. The following is a summary of the significant accounting policies consistently followed by the Fund.

Compensation

The Fund pays 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 Fund from the Adviser or its affiliates. The Fund’s Board of Trustees (the “Board”) 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.

Distributions to Common Shareholders

Distributions to common shareholders are recorded on the ex-dividend date. The amount, character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

The Fund makes quarterly cash distributions to common shareholders of a stated dollar amount per share. Subject to approval and oversight by the Board, the Fund seeks to maintain a stable distribution level designed to deliver the long-term return potential of the Fund’s investment strategy through regular quarterly distributions (a “Managed Distribution Program”). Total distributions during a calendar year generally will be made from the Fund’s net investment income, net realized capital gains and net unrealized capital gains in the Fund’s portfolio, if any. The portion of distributions paid attributed to net unrealized gains, if any, is distributed from the Fund’s assets and is treated by shareholders as a nontaxable distribution (“return of capital”) for tax

 

30


 

purposes. In the event that total distributions during a calendar year exceed the Fund’s total return on NAV, the difference will reduce NAV per share. If the Fund’s total return on NAV exceeds total distributions during a calendar year, the excess will be reflected as an increase in NAV per share. The final determination of the source and character of all distributions paid by the Fund during the fiscal year is made after the end of the fiscal year and is reflected in the financial statements contained in the annual report as of December 31 each year.

Foreign Currency Transactions and Translation

To the extent that the 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 their 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 income denominated in foreign currencies are translated into U.S. dollars on the respective dates of such transactions.

The books and records of the Fund are maintained in U.S. dollars. Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollars at the end of each day. Purchases and sales of securities, income and expenses are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized foreign currency gains and losses resulting from changes in exchange rates associated with (i) foreign currency, (ii) investments and (iii) derivatives include foreign currency gains and losses between trade date and settlement date of the transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received are recognized as a component of “Net realized gain (loss) from investments and foreign currency” on the Statement of Operations, when applicable.

The unrealized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with (i) investments and (ii) other assets and liabilities are recognized as a component of “Change in net unrealized appreciation (depreciation) of investments and foreign currency” on the Statement of Operations, when applicable. The unrealized gains and losses resulting from changes in foreign exchange rates associated with investments in derivatives are recognized as a component of the respective derivative’s related “Change in net unrealized appreciation (depreciation)” on the Statement of Operations, when applicable.

As of the end of the reporting period, the Fund’s investments in non-U.S. securities were as follows:

 

        Value      % of Total
Investments
 

Country:

       

United Kingdom

     $ 22,848,935        7.5

Japan

       16,585,225        5.5  

France

       15,996,270        5.3  

Canada

       13,074,042        4.3  

Netherlands

       8,080,822        2.7  

Germany

       4,640,300        1.5  

Denmark

       4,504,697        1.5  

Hong Kong

       3,921,449        1.3  

Australia

       3,864,384        1.3  

China

       3,539,470        1.2  

Italy

       3,176,976        1.0  

Spain

       3,069,892        1.0  

Singapore

       2,594,456        0.9  

Switzerland

       2,150,819        0.7  

Other

       1,316,102        0.4  

Total non-U.S. securities

     $ 109,363,839        36.1

Indemnifications

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

Investments and Investment Income

Securities transactions are accounted for as of the trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when information is

 

31


Notes to Financial Statements (continued)

(Unaudited)

 

available. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded at fair value. Interest income, which reflects the amortization of premiums and accretion of discounts for financial reporting purposes and is recorded on an accrual basis. Interest income also reflects payment-in-kind (“PIK”) interest and paydown gains and losses, if any. PIK interest represents income received in the form of securities in lieu of cash. Other income is comprised of fees earned in connection with the rehypothecation of pledged collateral as further described in Note 8 – Borrowing Arrangements.

Netting Agreements

In the ordinary course of business, the Fund may enter into transactions subject to enforceable master repurchase agreements, International Swaps and Derivatives Association, Inc. (ISDA) master agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset certain securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, the Fund manages its cash collateral and securities collateral on a counterparty basis.

The Fund’s investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 4 – Portfolio Securities and Investments in Derivatives.

New Accounting Pronouncements and Rule Issuances

Fair Value Measurement: Disclosure Framework

During August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13 (“ASU 2018-13”), Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. ASU 2018-13 modifies the disclosures required by Topic 820, Fair Value Measurements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management early implemented this guidance and it did not have a material impact on the Fund’s financial statements.

Reference Rate Reform

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (LIBOR) quotes by the UK Financial Conduct Authority (FCA). The new guidance allows companies to, provided the only changes to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. For new and existing contracts, the Fund may elect to apply the optional expedients as of March 12, 2020 through December 31, 2022. Management has not yet elected to apply the optional expedients, but is currently assessing the impact of the ASU’s adoption to the Fund’s financial statements and various filings.

3. Investment Valuation and Fair Value Measurements

The fair valuation input levels as described below are for fair value measurement purposes.

The Fund’s investments in securities are recorded at their estimated fair value. Fair value is defined as the price that would be received upon selling an investment or transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.

 

Level 1 –   Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
Level 2 –   Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
Level 3 –   Prices are determined using significant unobservable inputs (including management’s assumptions in determining the fair value of investments).

Common stocks and other equity-type securities are valued at the last sales price on the securities exchange on which such securities are primarily traded and are generally classified as Level 1. Securities primarily traded on the Nasdaq National Market (“Nasdaq”) are valued at the Nasdaq Official Closing Price and are generally classified as Level 1. However, securities traded on a securities exchange or Nasdaq for which there were no transactions on a given day or securities not listed on a securities exchange or Nasdaq are valued at the quoted bid price and are generally classified as Level 2. Prices of certain American Depositary Receipts (“ADR”) held by the Fund that trade in the United States are valued based on the last traded price, official closing

 

32


 

price or the most recent bid price of the underlying non-U.S.-traded stock, adjusted as appropriate for the underlying-to-ADR conversion ratio and foreign exchange rate, and from time-to-time may also be adjusted further to take into account material events that may take place after the close of the local non-U.S. market but before the close of the NYSE, which may represent a transfer from a Level 1 to a Level 2 security.

Prices of fixed-income securities are provided by an independent pricing service (“pricing service”) approved by the Board. The pricing service establishes a security’s fair value using methods that may include consideration of the following: 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. These securities are generally classified as Level 2. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs.

Prices of swap contracts are also provided by a pricing service approved by the Board using the same methods as described above and are generally classified as Level 2.

Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities are generally classified as Level 2.

Index options are valued at the 4:00 p.m. Eastern Time (ET) close price of the NYSE. The value of exchange-traded options are based on the mean of the closing bid and ask prices. Index and exchange-traded options are generally classified as Level 1. Options traded in the over-the-counter (“OTC”) market are valued using an evaluated mean price and are generally classified as Level 2.

Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the NAV of the Fund’s common shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and an investor is not able to purchase, redeem or exchange shares. If significant market events occur between the time of determination of the closing price of a foreign security on an exchange and the time that the Fund’s NAV is determined, or if under the Fund’s procedures, the closing price of a foreign security is not deemed to be reliable, the security would be valued at fair value as determined in accordance with procedures established in good faith by the Board. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs.

Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Board and/or its appointee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of the Fund’s NAV (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security’s fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: 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. These securities are generally classified as Level 2 or Level 3 depending on the observability of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Board and/or its appointee.

 

33


Notes to Financial Statements (continued)

(Unaudited)

 

The inputs or methodologies used for valuing securities are not an indication of the risks associated with investing in those securities. The following is a summary of the Fund’s fair value measurements as of the end of the reporting period:

 

      Level 1      Level 2      Level 3      Total  

Long-Term Investments*:

           

Common Stocks

   $ 160,343,479      $ 59,083,425 **     $      $ 219,426,904  

$1,000 Par (or similar) Institutional Preferred

            33,282,789               33,282,789  

$25 Par (or similar) Retail Preferred

     25,621,278        1,612,105 **              27,233,383  

Corporate Bonds

            8,407,035               8,407,035  

Convertible Preferred Securities

     4,071,676                      4,071,676  

Short-Term Investments:

           

Repurchase Agreements

            10,294,987               10,294,987  

Investments in Derivatives:

                           

Options Written

     (507,500                    (507,500

Interest Rate Swaps***

            (6,144,123             (6,144,123

Total

   $ 189,528,933      $ 106,536,218      $      $ 296,065,151  
*

Refer to the Fund’s Portfolio of Investments for industry classifications.

**

Refer to the Fund’s Portfolio of Investments for securities classified as Level 2.

***

Represents net unrealized appreciation (depreciation) as reported in the Fund’s Portfolio of Investments.

4. Portfolio Securities and Investments in Derivatives

Portfolio Securities

Repurchase Agreements

In connection with transactions in repurchase agreements, it is the Fund’s 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 counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.

The following table presents the repurchase agreements for the Fund that are subject to netting agreements as of the end of the reporting period, and the collateral delivered related to those repurchase agreements.

 

Counterparty    Short-Term
Investments, at Value
       Collateral
Pledged (From)
Counterparty*
       Net
Exposure
 

Fixed Income Clearing Corporation

   $ 10,294,987        $ (10,294,987      $  
*

As of the end of the reporting period, the value of the collateral pledged from the counterparty exceeded the value of the repurchase agreements. Refer to the Fund’s Portfolio of Investments for details on the repurchase agreements.

Zero Coupon Securities

A zero coupon security does not pay a regular interest coupon to its holders during the life of the security. Income to the holder of the security comes from accretion of the difference between the original purchase price of the security at issuance and the par value of the security at maturity and is effectively paid at maturity. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically.

Investment Transactions

Long-term purchases and sales (including maturities but excluding derivative transactions) during the current fiscal period aggregated $49,058,562 and $82,875,814, respectively.

The Fund may purchase securities on a when-issued or delayed-delivery basis. Securities purchased on a when-issued or delayed-delivery basis may have extended settlement periods; interest income is not accrued until settlement date. Any securities so purchased are subject to market fluctuation during this period. The Fund has earmarked securities in its portfolio with a current value at least equal to the amount of the when-issued/delayed-delivery purchase commitments. If the Fund has outstanding when-issued/delayed-delivery purchases commitments as of the end of the reporting period, such amounts are recognized on the Statement of Assets and Liabilities.

Investments in Derivatives

The Fund is authorized to invest in certain derivative instruments, such as futures, options and swap contracts. The Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim the exclusion from registration by the Commodity Futures Trading

 

34


 

Commission as a commodity pool operator with respect to the Fund. The Fund records derivative instruments at fair value with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Fund’s investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.

Options Transactions

When the Fund writes an option, an amount equal to the net premium received (the premium less commission) is recognized as a component of “Options written, at value” on the Statement of Assets and Liabilities and is subsequently adjusted to reflect the current value of the written option until the option is exercised or expires or the Fund enters into a closing purchase transaction. The changes in the value of options written during the fiscal period are recognized as a component of “Change in net unrealized appreciation (depreciation) of options written” on the Statement of Operations. When an option is exercised or expires or the Fund enters into a closing purchase transaction, the difference between the net premium received and any amount paid at expiration or on executing a closing purchase transaction, including commission, is recognized as a component of “Net realized gain (loss) from options written” on the Statement of Operations. The Fund, as a writer of an option, has no control over whether the underlying instrument may be sold (called) or purchased (put) and as a result bears the risk of an unfavorable change in the market value of the instrument underlying the written option. There is also the risk the Fund may not be able to enter into a closing transaction because of an illiquid market.

During the current fiscal period, the Fund wrote call options on stock indexes, while investing in a portfolio that included equities, to enhance risk-adjusted returns while foregoing some upside potential of its equity portfolio.

The average notional amount of outstanding options written during the current fiscal period was as follows:

 

Average notional amount of outstanding options written*

    $(60,175,000)  
*

The average notional amount is calculated based on the outstanding notional at the beginning of the current fiscal period and at the end of each fiscal quarter within the current fiscal period.

The following table presents the fair value of all options written by the Fund as of the end of the reporting period, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.

 

        

Location on the Statement of Assets and Liabilities

 
Underlying
Risk Exposure
   Derivative
Instrument
 

Asset Derivatives

         

(Liability) Derivatives

 
  Location    Value            Location    Value  
Equity price    Options written      $     —             Options written, at value    $ (507,500

The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on options written on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.

 

Underlying Risk Exposure      Derivative
Instrument
     Net Realized
Gain (Loss) from
Options Written
       Change in Net
Unrealized Appreciation
(Depreciation) of
Options Written
 

Equity price

    

Options written

     $ (4,502,486      $ 586,092  

Interest Rate Swap Contracts

Interest rate swap contracts involve the 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. Forward interest rate swap contracts involve the Fund’s agreement with a counterparty to pay, in the future, a fixed or variable rate payment in exchange for the counterparty paying the Fund a variable or fixed rate payment, the accruals for which would begin at a specified date in the future (the “effective date”).

The amount of the payment obligation for an interest rate swap is based on the notional amount and the termination date of the contract. Interest rate swap contracts 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 the Fund is to receive.

Interest rate swap contracts are valued daily. Upon entering into an interest rate swap contract (and beginning on the effective date for a forward interest rate swap contract), the Fund accrues the fixed rate payment expected to be paid or received and the variable rate payment expected to be received or paid on the interest rate swap contracts on a daily basis, and recognizes the daily change in the fair value of the Fund’s contractual rights and obligations under the contracts. For an OTC swap, that is not cleared through a clearing house (“OTC Uncleared”), the amount recorded on these transactions is recognized on the Statement of Assets and Liabilities as a component of “Unrealized appreciation or depreciation on interest rate swaps.”

 

35


Notes to Financial Statements (continued)

(Unaudited)

 

Upon the execution of an OTC swap cleared through a clearing house (“OTC Cleared”), the Fund is obligated to deposit cash or eligible securities, also known as “initial margin,” into an account at its clearing broker equal to a specified percentage of the contract amount. Cash deposited by the Fund to cover initial margin requirements on open swap contracts, if any, is recognized as a component of “Cash collateral at brokers for investments in swaps” on the Statement of Assets and Liabilities. Investments in OTC Cleared swaps obligate the Fund and the clearing broker to settle monies on a daily basis representing changes in the prior day’s “mark-to-market” of the swap contract. If the Fund has unrealized appreciation, the clearing broker will credit the Fund’s account with an amount equal to the appreciation. Conversely, if the Fund has unrealized depreciation, the clearing broker will debit the Fund’s account with an amount equal to the depreciation. These daily cash settlements are also known as “variation margin.” Variation margin for OTC Cleared swaps is recognized as a receivable and/or payable for “Variation margin on swap contracts” on the Statement of Assets and Liabilities. Upon the execution of an OTC Uncleared swap, neither the Fund nor the counterparty is required to deposit initial margin as the trades are recorded bilaterally between both parties to the swap contract, and the terms of the variation margin are subject to a predetermined threshold negotiated by the Fund and the counterparty. Variation margin for OTC Uncleared swaps is recognized as a component of “Unrealized appreciation or depreciation on interest rate swaps” as described in the preceding paragraph.

The net amount of periodic payments settled in cash are recognized as a component of “Net realized gain (loss) from swaps” on the Statement of Operations, in addition to the net realized gain or loss recorded upon the termination of the swap contract. For tax purposes, payments expected to be received or paid on the swap contracts are treated as ordinary income or expense, respectively. Changes in the value of the swap contracts during the fiscal period are recognized as a component of “Change in net unrealized appreciation (depreciation) of swaps” on the Statement of Operations. In certain instances, payments are made or received upon entering into the swap contract to compensate for differences between the stated terms of the swap agreements and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). Payments received or made at the beginning of the measurement period, if any, are recognized as “Interest rate swaps premiums received and/or paid” on the Statement of Assets and Liabilities.

During the current fiscal period, the Fund continued to use interest rate swap contracts to partially hedge its future interest cost of leverage, which is through the use of bank borrowings.

The average notional amount of interest rate swap contracts outstanding during the current fiscal period was as follows:

 

Average notional amount of interest rate swap contracts outstanding*

    $52,500,000  
*

The average notional amount is calculated based on the outstanding notional at the beginning of the current fiscal period and at the end of each fiscal quarter within the current fiscal period.

The following table presents the fair value of all swap contracts held by the Fund as of the end of the reporting period, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.

 

        

Location on the Statement of Assets and Liabilities

 
Underlying
Risk Exposure
   Derivative
Instrument
 

Asset Derivatives

         

(Liability) Derivatives

 
  Location    Value            Location    Value  
Interest rate    Swaps (OTC Uncleared)      $         —             Unrealized depreciation on interest rate swaps**    $ (6,144,123
**

Some swap contracts require a counterparty to pay or receive a premium, which is disclosed in the Statement of Assets and Liabilities, when applicable, and is not reflected in the cumulative unrealized appreciation (depreciation) presented above.

The following table presents the swap contracts subject to netting agreements and the collateral delivered related to those swap contracts as of the end of the reporting period.

 

                          Gross Amounts Not Offset on the
Statement of Assets and Liabilities
 
Counterparty    Gross
Unrealized
Appreciation
on Interest Rate
Swaps***
     Gross
Unrealized
(Depreciation)
on Interest Rate
Swaps***
     Net Unrealized
Appreciation
(Depreciation)
on Interest Rate
Swaps
     Interest
Rate Swaps
Premiums
Paid
     Collateral
Pledged
to (from)
Counterparty
     Net
Exposure
 

JPMorgan Chase Bank, N.A.

   $      $ (6,144,123    $ (6,144,123    $         —      $ 6,144,123      $  
***

Represents gross unrealized appreciation (depreciation) for the counterparty as reported in the Fund’s Portfolio of Investments.

 

36


 

The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on swap contracts on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.

 

Underlying Risk Exposure      Derivative
Instrument
    

Net Realized

Gain (Loss) from

Swaps

       Change in Net
Unrealized Appreciation
(Depreciation) of
Swaps
 

Interest rate

    

Swaps

     $ (157,771      $ (4,617,976

Market and Counterparty Credit Risk

In the normal course of business the Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose the Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of the Fund’s exposure to counterparty credit risk in respect to these financial assets approximates its carrying value as recorded on the Statement of Assets and Liabilities.

The Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of the Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when the Fund has an unrealized loss, the Fund has instructed the custodian to pledge assets of the Fund as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.

5. Fund Shares

Common Share Transactions

The Fund did not have any transactions in common shares during the current and prior fiscal period.

6. Income Tax Information

The Fund intends to distribute substantially all of its net investment company taxable income to shareholders and to otherwise comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. In any year when the Fund realizes net capital gains, the Fund may choose to distribute all or a portion of its net capital gains to shareholders, or alternatively, to retain all or a portion of its net capital gains and pay federal corporate income taxes on such retained gains.

For all open tax years and all major taxing jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is 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.

The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to the recognition of unrealized gain or loss for tax (mark-to-market) on options contracts, 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 as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the NAV of the Fund.

The table below presents the cost and unrealized appreciation (depreciation) of the Fund’s investment portfolio, as determined on a federal income tax basis, as of June 30, 2020.

For purposes of this disclosure, derivative tax cost is generally the sum of any upfront fees or premiums exchanged and any amounts unrealized for income statement reporting but realized in income and/or capital gains for tax reporting. If a particular derivative category does not disclose any tax unrealized appreciation or depreciation, the change in value of those derivatives have generally been fully realized for tax purposes.

 

Tax cost of investments

     $ 260,087,844  

Gross unrealized:

    

Appreciation

     $ 57,813,071  

Depreciation

       (21,835,764

Net unrealized appreciation (depreciation) of investments

     $ 35,977,307  

 

37


Notes to Financial Statements (continued)

(Unaudited)

 

Permanent differences, primarily due to treatment of notional principal contracts, real estate investment trust adjustments, distribution reallocations, foreign currency transactions, complex securities character adjustments and bond premium amortization adjustments, resulted in reclassifications among the Fund’s components of net assets as of December 31, 2019, the Fund’s last tax year end.

The tax components of undistributed net ordinary income and net long-term capital gains as of December 31, 2019, the Fund’s last tax year end, were as follows:

 

 

Undistributed net ordinary income

     $         —  

Undistributed net long-term capital gains

       8,185,506  

The tax character of distributions paid during the Fund’s last tax year ended December 31, 2019 was designated for purposes of the dividends paid deduction as follows:

 

            

Distributions from net ordinary income1

     $ 6,991,310  

Distributions from net long-term capital gains

       10,969,272  

Return of capital

        

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

   

7. Management Fees

The Fund’s management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Advisers are compensated for their services to the Fund from the management fees paid to the Adviser.

The Fund’s management fee consists of two components – a fund-level fee, based only on the amount of assets within the Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within the Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.

The annual fund-level fee, payable monthly, is calculated according to the following schedule:

 

Average Daily Managed Assets*      Fund-Level Fee Rate  

For the first $500 million

       0.8000

For the next $500 million

       0.7750  

For the next $500 million

       0.7500  

For the next $500 million

       0.7250  

For managed assets over $2 billion

       0.7000  

The annual complex-level fee, payable monthly, is calculated by multiplying the current complex-wide fee rate, determined according to the following schedule by the Fund’s daily managed assets:

 

Complex-Level Eligible Asset Breakpoint Level*      Effective Complex-Level Fee Rate at Breakpoint Level  

$55 billion

       0.2000

$56 billion

       0.1996  

$57 billion

       0.1989  

$60 billion

       0.1961  

$63 billion

       0.1931  

$66 billion

       0.1900  

$71 billion

       0.1851  

$76 billion

       0.1806  

$80 billion

       0.1773  

$91 billion

       0.1691  

$125 billion

       0.1599  

$200 billion

       0.1505  

$250 billion

       0.1469  

$300 billion

       0.1445  
*

For the complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to certain types of leverage. For these purposes, leverage includes the funds’ use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining managed assets in certain circumstances. The complex-level

 

38


 

  fee is calculated based upon the aggregate daily managed assets of all Nuveen open-end and closed-end funds that constitute “eligible assets.” Eligible assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Adviser’s assumption of the management of the former First American Funds effective January 1, 2011, but do not include certain assets of certain Nuveen funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of June 30, 2020, the complex-level fee for the Fund was 0.1582%.

8. Borrowing Arrangements

Borrowings

The Fund has entered into a borrowing arrangement as a means of leverage.

As of the end of the reporting period, the Fund has a $100,000,000 (maximum commitment amount) committed financing agreement (“Borrowings”). As of the end of the reporting period, the outstanding balance on these Borrowings was $88,800,000.

Interest is charged on these Borrowings at 1-Month LIBOR (London Inter-Bank Offered Rate) plus 0.65% per annum on the amount borrowed. The Fund is typically charged an undrawn fee of 0.50% per annum if the undrawn portion of the Borrowings on that day is more than 20% of the maximum commitment amount. During the current fiscal period, the average daily balance outstanding (which was for the entire current reporting period) and average annual interest rate on these Borrowings were $89,641,758 and 1.53%, respectively.

In order to maintain these Borrowings, the Fund must meet certain collateral, asset coverage and other requirements. Borrowings outstanding are fully secured by securities specifically identified in the Fund’s portfolio of investments (“Pledged Collateral”).

Borrowings outstanding are recognized as “Borrowings” on the Statement of Assets and Liabilities. Interest expense incurred on the drawn amount and undrawn balance are recognized as a component of “Interest expense on borrowings” on the Statement of Operations.

Rehypothecation

The Fund has entered into a Rehypothecation Side Letter (“Side Letter”) with its prime brokerage lender, allowing it to re-register the Pledged Collateral in its own name or in a name other than the Fund’s to pledge, repledge, hypothecate, rehyphothecate, sell, lend or otherwise transfer or use the Pledged Collateral (the “Hypothecated Securities”) with all rights of ownership as described in the Side Letter. Subject to certain conditions, the total value of the outstanding Hypothecated Securities shall not exceed the lesser of (i) 98% of the outstanding balance on the Borrowings to which the Pledged Collateral relates and (ii) 3313% of the Fund’s total assets. The Fund may designate any Pledged Collateral as ineligible for rehypothecation. The Fund may also recall Hypothecated Securities on demand.

The Fund also has the right to apply and set-off an amount equal to one-hundred percent (100%) of the then-current fair market value of such Pledged Collateral against the current Borrowings under the Side Letter in the event that prime brokerage lender fails to timely return the Pledged Collateral and in certain other circumstances. In such circumstances, however, the Fund may not be able to obtain replacement financing required to purchase replacement securities and, consequently, the Fund’s income generating potential may decrease. Even if the Fund is able to obtain replacement financing, it might not be able to purchase replacement securities at favorable prices.

The Fund will receive a fee in connection with the Hypothecated Securities (“Rehypothecation Fees”) in addition to any principal, interest, dividends and other distributions paid on the Hypothecated Securities.

As of the end of the reporting period, the Fund had Hypothecated Securities totaling $83,280,582. During the current fiscal period, the Fund earned Rehypothecation Fees of $21,802, which is recognized as “Other income” on the Statement of Operations.

Inter-Fund Borrowing and Lending

The Securities and Exchange Commission (“SEC”) has granted an exemptive order permitting registered open-end and closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests or when a sale of securities “fails,” resulting in an unanticipated cash shortfall) (the “Inter-Fund Program”). The closed-end Nuveen funds, including the Fund covered by this shareholder report, will participate only as lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no fund may borrow on an unsecured basis through the Inter-Fund Program unless the fund’s outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a fund’s total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would cause its aggregate outstanding loans through

 

39


Notes to Financial Statements (continued)

(Unaudited)

 

the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a fund’s inter-fund loans to any one fund shall not exceed 5% of the lending fund’s net assets; (6) the duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business day’s notice by a lending fund and may be repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The Board is responsible for overseeing the Inter-Fund Program.

The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

During the current reporting period, the Fund did not enter into any inter-fund loan activity.

9. Subsequent Events

Borrowings

During July 2020, the Fund increased its outstanding balance on its Borrowings to $91,100,000.

 

40


Additional Fund Information

 

Board of Trustees*          
Jack B. Evans   William C. Hunter   Albin F. Moschner   John K. Nelson   Judith M. Stockdale   Carole E. Stone
Terence J. Toth   Margaret L. Wolff   Robert L. Young      

 

*

Matthew Thorton III has been appointed to the Board of Trustees effective November 16, 2020.

 

         

Investment Adviser

Nuveen Fund Advisors, LLC

333 West Wacker Drive

Chicago, IL 60606

  

Custodian

State Street Bank
& Trust Company

One Lincoln Street

Boston, MA 02111

  

Legal Counsel

Chapman and Cutler LLP

Chicago, IL 60603

  

Independent Registered
Public Accounting Firm

KPMG LLP

200 East Randolph Street

Chicago, IL 60601

  

Transfer Agent and
Shareholder Services

Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
(800) 257-8787

 

 

Portfolio of Investments Information

The Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information on the SEC’s website at http://www.sec.gov.

 

 

Nuveen Funds’ Proxy Voting Information

You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com and (ii) a description of the policies and procedures that each fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen toll free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov.

 

 

CEO Certification Disclosure

The Fund’s Chief Executive Officer (CEO) 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. The Fund has filed with the SEC the certification of its CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.

 

 

Common Share Repurchases

The Fund intends to repurchase, through its open-market share repurchase program, shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report, the Fund repurchased shares of its common stock, as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.

 

        JTD  

Common shares repurchased

        

FINRA BrokerCheck

The Financial Industry Regulatory Authority (FINRA) provides information regarding the disciplinary history of FINRA member firms and associated investment professionals. This information as well as an investor brochure describing FINRA BrokerCheck is available to the public by calling the FINRA BrokerCheck Hotline number at (800) 289-9999 or by visiting www.FlNRA.org.

 

41


Glossary of Terms Used in this Report

 

 

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.

 

 

Beta: A measure of the variability of the change in the share price for a fund in relation to a change in the value of the fund’s market benchmark. Securities with betas higher than 1.0 have been, and are expected to be, more volatile than the benchmark; securities with betas lower than 1.0 have been, and are expected to be, less volatile than the benchmark.

 

 

Blended Index (Old): The JTD Blended Index performance is a blended return consisting of: 1) 50% of the return of the S&P 500® Index, 2) 25% of the return the Cboe S&P 500 BuyWrite Index (BXM), which is designed to track the performance of a hypothetical buy-write strategy on the S&P 500® Index, 3) 12.5% of the return of the ICE BofA DRD (dividends received deduction) Preferred Index, which consists of investment grade, DRD-eligible, exchange-traded preferred stocks with one year or more to maturity, and 4) 12.5% of the return of the ICE BofA Fixed Rate Preferred Index, which consists of taxable, fixed rate, U.S. Dollar denominated investment grade, preferred securities listed on a U.S. exchange. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

 

 

Blended Index (new): The JTD Blended Index consists of: 1) 16% of the return of the S&P 500® Index, 2) 34% MSCI EAFE (NET) Index, which is designed to measure developed market equity performance, excluding the U.S. and Canada. 3) 25% of the return the Cboe S&P 500 BuyWrite Index (BXM), 4) 12.5% of the return of the ICE BofA DRD (dividends received deduction) Preferred Index, which consists of investment grade, DRD-eligible, exchange-traded preferred stocks with one year or more to maturity, and 5) 12.5% of the return of the ICE BofA Fixed Rate Preferred Index, which consists of taxable, fixed rate, U.S. Dollar denominated investment grade, preferred securities listed on a U.S. exchange. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

 

 

Chicago Board Options Exchange (Cboe) Volatility Index® (VIX®): An index that is a key measure of market expectations of near-term volatility conveyed by S&P 500® option prices. Since its introduction in 1993, VIX has been considered by many to be the world’s premier barometer of investor sentiment and market volatility (www.cboe.com). Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

 

 

Effective Leverage: Effective leverage is a fund’s effective economic leverage, and includes both regulatory leverage (see below) and the leverage effects of certain derivative investments in the fund’s portfolio.

 

 

Leverage: Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital.

 

 

MSCI EAFE Index: The MSCI (Morgan Stanley Capital International) EAFE (Europe, Australasia, Far East) Index is a free float-adjusted market capitalization weighted index designed to measure developed market equity performance, excluding the U.S. and Canada. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

 

 

Net Asset Value (NAV) Per Share: A fund’s Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund’s Net Assets divided by its number of shares outstanding.

 

 

Regulatory Leverage: Regulatory leverage consists of preferred shares issued by or borrowings of the fund. Both of these are part of the fund’s capital structure. Regulatory leverage is subject to asset coverage limits set in the Investment Company Act of 1940.

 

42


 

 

Russell 2000® Index: A market-weighted index published by the Frank Russell Company measuring the performance of the 2,000 smallest companies in the Russell 3000® Index. The Russell 3000® is made up of 3,000 of the largest U.S. stocks and represents approximately 98% of the U.S. equity market. The Russell 2000® serves as a benchmark for small-cap stocks in the U.S. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.

 

 

S&P 500®: An unmanaged index generally considered representative of the U.S. stock market. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

 

43


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 Automatic Reinvestment Plan

Your Nuveen Closed-End Fund allows you to conveniently reinvest 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 compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on 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 quarter you’ll receive a statement showing your total 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. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on 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 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.

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 anytime. 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 distributions

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

 

 

44


Annual Investment Management Agreement Approval Process

(Unaudited)

 

At a meeting held on May 19-21, 2020 (the May Meeting), the Board of Trustees (the Board and each Trustee, a Board Member) of the Fund, which is comprised entirely of Board Members who are not “interested persons” (as defined under the Investment Company Act of 1940 (the 1940 Act)) (the Independent Board Members), approved the renewal of the management agreement (the Investment Management Agreement) with Nuveen Fund Advisors, LLC (the Adviser) pursuant to which the Adviser serves as investment adviser to the Fund and the sub-advisory agreements (each, a Sub-Advisory Agreement) with each of Nuveen Asset Management, LLC (NAM), NWQ Investment Management Company, LLC (NWQ) and Santa Barbara Asset Management, LLC (Santa Barbara, and NAM, NWQ and Santa Barbara each, a Sub-Adviser) pursuant to which the Sub-Advisers serve as the investment sub-advisers to the Fund. Although the 1940 Act requires that continuances of the Advisory Agreements (as defined below) be approved by the in-person vote of a majority of the Independent Board Members, the May Meeting was held virtually through the internet in view of the health risks associated with holding an in-person meeting during the COVID-19 pandemic and governmental restrictions on gatherings. The May Meeting was held in reliance on an order issued by the Securities and Exchange Commission on March 13, 2020, as extended on March 25, 2020, which provided registered investment companies temporary relief from the in-person voting requirements of the 1940 Act with respect to the approval of a fund’s advisory agreement in response to the challenges arising in connection with the COVID-19 pandemic.

Following up to an initial two-year period, the Board considers the renewal of the Investment Management Agreement and Sub-Advisory Agreements on an annual basis. The Investment Management Agreement and Sub-Advisory Agreements are collectively referred to as the “Advisory Agreements” and the Adviser and each Sub-Adviser are collectively, the “Fund Advisers” and each, a “Fund Adviser.” Throughout the year, the Board and its committees meet regularly and, at these meetings, review an extensive array of topics and information that are relevant to its annual consideration of the renewal of the advisory agreements for the Nuveen funds. Such information may address, among other things, fund performance; the Adviser’s strategic plans; the review of the funds and investment teams; compliance, regulatory and risk management matters; the trading practices of the various sub-advisers to the funds; valuation of securities; fund expenses; overall market and regulatory developments; the management of leverage financing; and the secondary market trading of the closed-end funds and any actions to address discounts.

In addition to the information and materials received during the year, the Board, in response to a request made on its behalf by independent legal counsel, received extensive materials and information prepared specifically for its annual consideration of the renewal of the advisory agreements for the Nuveen funds by the Adviser and by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The materials cover a wide range of topics including, but not limited to, a description of the nature, extent and quality of services provided by the Fund Advisers; a review of each sub-adviser to the Nuveen funds and the applicable investment teams; an analysis of fund performance in absolute terms and as compared to the performance of certain peer funds and benchmarks with a focus on any performance outliers; an analysis of the fees and expense ratios of the Nuveen funds in absolute terms and as compared to those of certain peer funds with a focus on any expense outliers; a description of portfolio manager compensation; a review of the secondary market trading of shares of the Nuveen closed-end funds (including, among other things, an analysis of performance, distribution and valuation and capital raising trends in the broader closed-end fund market and in particular with respect to Nuveen closed-end funds; a review of the leverage management actions taken on behalf of the Nuveen closed-end funds and their resulting impact on performance; and a description of the distribution management process and any capital management activities); a review of the performance of various service providers; a description of various initiatives Nuveen had undertaken or continued during the year for the benefit of particular fund(s) and/or the complex; a description of the profitability or financial data of Nuveen and the sub-advisers to the Nuveen funds; and a description of indirect benefits received by the Adviser and the sub-advisers as a result of their relationships with the Nuveen funds.

In continuing its practice, the Board met prior to the May Meeting to begin its considerations of the renewal of the Advisory Agreements. Accordingly, on April 27-28, 2020 (the “April Meeting”), the Board met to review and discuss, in part, the performance of the Nuveen funds and the Adviser’s evaluation of each sub-adviser to the Nuveen funds. In its review, the Board recognized the volatile market conditions occurring during the first half of 2020 arising, in part, from the public health crisis

 

45


Annual Investment Management Agreement Approval Process (continued)

(Unaudited)

 

caused by the novel coronavirus known as COVID-19 and the resulting impact on fund performance. Accordingly, the Board reviewed, among other things, fund performance reflecting the more volatile periods, including for various time periods ended the first quarter of 2020 and for various time periods ended April 17, 2020. At the April Meeting, the Board Members asked questions and requested additional information that was provided for the May Meeting. In continuing its review of the Nuveen funds in light of the extraordinary market conditions experienced in early 2020, the Board received updated fund performance data reflecting various time periods ended May 8, 2020 for its May Meeting. The Board also continued its practice of seeking to meet periodically with the various sub-advisers to the Nuveen funds and their investment teams, when feasible.

The Independent Board Members considered the review of the advisory agreements for the Nuveen funds to be an ongoing process and employed the accumulated information, knowledge, and experience the Board Members had gained during their tenure on the boards governing the Nuveen funds and working with the Adviser and sub-advisers in their review of the advisory agreements. The contractual arrangements are a result of multiple years of review, negotiation and information provided in connection with the boards’ annual review of the Nuveen funds’ advisory arrangements and oversight of the Nuveen funds.

The Independent Board Members were advised by independent legal counsel during the annual review process as well as throughout the year, including meeting in executive sessions with such counsel at which no representatives from the Adviser or the Sub- Advisers were present. In connection with their annual review, the Independent Board Members also received a memorandum from independent legal counsel outlining their fiduciary duties and legal standards in reviewing the Advisory Agreements.

The Board’s decision to renew the Advisory Agreements was not based on a single identified factor, but rather the decision reflected the comprehensive consideration of all the information provided throughout the year and at the April and May Meetings, and each Board Member may have attributed different levels of importance to the various factors and information considered in connection with the approval process. The following summarizes the principal factors and information, but not all the factors, the Board considered in deciding to renew the Advisory Agreements and its conclusions.

 

A.   Nature, Extent and Quality of Services

In evaluating the renewal of the Advisory Agreements, the Independent Board Members received and considered information regarding the nature, extent and quality of the applicable Fund Adviser’s services provided to the Fund with particular focus on the services and enhancements to such services provided during the last year. The Independent Board Members considered the Investment Management Agreement and each Sub-Advisory Agreement separately in the course of their review. With this approach, they considered the respective roles of the Adviser and the Sub-Advisers in providing services to the Fund.

With respect to the Adviser, the Board recognized that the Adviser has provided a vast array of services the scope of which has expanded over the years in light of regulatory, market and other developments, such as the development of expanded compliance programs for the Nuveen funds. The Board also noted the extensive resources, tools and capabilities the Adviser and its affiliates devoted to the various operations of the Nuveen funds. These services include, but are not limited to: investment oversight, risk management and securities valuation services (such as analyzing investment performance and risk data; overseeing and reviewing the various sub-advisers to the Nuveen funds and their investment teams; overseeing trade execution, soft dollar practices and securities lending activities; providing daily valuation services and developing related valuation policies, procedures and methodologies; overseeing risk disclosure; periodic testing of investment and liquidity risks; participating in financial statement and marketing disclosures; participating in product development; and participating in leverage management and liquidity monitoring); product management (such as analyzing a fund’s position in the marketplace, setting dividends, preparing shareholder and intermediary communications and other due diligence support); fund administration (such as preparing fund tax returns and other tax compliance services, overseeing the funds’ independent public accountants and other service providers; managing fund budgets and expenses; and helping to fulfill the funds’ regulatory filing requirements); oversight of shareholder services and transfer agency functions (such as overseeing transfer agent service providers which include registered shareholder customer service and transaction processing; and overseeing proxy solicitation and tabulation services); Board relations services (such as organizing and administering Board

 

46


 

and committee meetings, preparing various reports to the Board and committees and providing other support services); compliance and regulatory oversight services (such as devising compliance programs; managing compliance policies; monitoring compliance with applicable fund policies and laws and regulations; and evaluating the compliance programs of the various sub-advisers to the Nuveen funds and certain other service providers); legal support and oversight of outside law firms (such as helping to prepare and file registration statements and proxy statements; overseeing fund activities and providing legal interpretations regarding such activities; and negotiating agreements with other fund service providers); and providing leverage, capital and distribution management services.

The Board also recognized that the Adviser and its affiliates have undertaken a number of initiatives over the previous year that benefited the complex and/or particular Nuveen funds including, but not limited to:

 

   

Fund Improvements and Product Management Initiatives – continuing to proactively manage the Nuveen fund complex as a whole and at the individual fund level with an aim to enhance the shareholder outcomes through, among other things, rationalizing the product line and gaining efficiencies through mergers, repositionings and liquidations; reviewing and updating investment policies and benchmarks; and integrating certain investment teams and changing the portfolio managers serving various funds;

 

   

Capital Initiatives – continuing to invest capital to support new Nuveen funds with initial capital as well as to facilitate modifications to the strategies or structure of existing funds;

 

   

Compliance Program Initiatives – continuing efforts to mitigate compliance risk, increase operating efficiencies, strengthen key compliance program elements and support international business growth and other objectives through, among other things, integrating various investment teams across affiliates, consolidating marketing review functions, enhancing compliance related technologies and establishing and maintaining shared broad-based compliance policies throughout the organization and its affiliates;

 

   

Risk Management and Valuation Services – continuing efforts to provide Nuveen with a more disciplined and consistent approach to identifying and mitigating the firm’s operational risks through, among other things, enhancing the interaction and reporting between the investment risk management team and various affiliates and adopting a risk operational framework across the complex;

 

   

Regulatory Matters – continuing efforts to monitor regulatory trends and advocate on behalf of the Nuveen funds, to implement and comply with new or revised rules and mandates and to respond to regulatory inquiries and exams;

 

   

Government Relations – continuing efforts of various Nuveen teams and affiliates to develop policy positions on a broad range of issues that may impact the Nuveen funds, advocate and communicate these positions to lawmakers and other regulatory authorities and work with trade associations to ensure these positions are represented;

 

   

Business Continuity, Disaster Recovery and Information Services – continuing to periodically test business continuity and disaster recovery plans, maintain an information security program designed to identify and manage information security risks, and provide reports to the Board, at least annually, addressing, among other things, management’s security risk assessment, cyber risk profile, potential impact of new or revised laws and regulations, incident tracking and other relevant information technology risk-related reports;

 

   

Expanded Dividend Management Services – continuing to manage the dividends among the varying types of Nuveen funds within the Nuveen complex to be consistent with the respective fund’s product design and investing resources to develop systems to assist in the process for newer products such as target term funds; and

 

   

with respect specifically to closed-end funds, such initiatives also included:

 

   

Leverage Management Services – continuing to actively manage leverage including developing new leverage instruments, managing leverage exposure and costs through various providers, and managing and adapting tender option bond structures to comply with regulations and developing further relationships with leverage providers;

 

   

Capital Management, Market Intelligence and Secondary Market Services – ongoing capital management efforts through shelf offerings, share repurchases as appropriate to address discounts, tender offers and capital return

 

47


Annual Investment Management Agreement Approval Process (continued)

(Unaudited)

 

  programs as well as providing market data analysis to help understand closed-end fund ownership cycles and their impact on secondary market trading as well as to improve proxy solicitation efforts; and

 

   

Closed-end Fund Investor Relations Program – maintaining the closed-end fund investor relations program which, among other things, raises awareness, provides educational materials and cultivates advocacy for closed-end funds and the Nuveen closed-end fund product line.

The Board also noted the benefits to shareholders of investing in a Nuveen fund, as each Nuveen fund is a part of a large fund complex with a variety of investment disciplines, capabilities, expertise and resources available to navigate and support the funds including during stressed times as occurred in the market in the first half of 2020. In addition to the services provided by the Adviser, the Board also considered the risks borne by the Adviser and its affiliates in managing the Nuveen funds, including entrepreneurial, operational, reputational, regulatory and litigation risks.

The Board further considered the division of responsibilities between the Adviser and the Sub-Advisers and recognized that the Sub-Advisers and their investment personnel generally are responsible for the management of the Fund’s portfolio under the oversight of the Adviser and the Board. The Board considered an analysis of each Sub-Adviser provided by the Adviser which included, among other things, the respective Sub-Adviser’s assets under management and changes thereto, a summary of the applicable investment team and changes thereto, the investment approach of the team and the performance of the funds sub-advised by the respective Sub-Adviser over various periods. The Board further considered at the May Meeting or prior meetings evaluations of the respective Sub-Adviser’s compliance program and trade execution. The Board also considered the structure of investment personnel compensation programs and whether this structure provides appropriate incentives to act in the best interests of the respective Nuveen funds. The Board noted that the Adviser recommended the renewal of each Sub-Advisory Agreement.

Based on its review, the Board determined, in the exercise of its reasonable business judgment, that it was satisfied with the nature, extent and quality of services provided to the Fund under each applicable Advisory Agreement.

 

B.   The Investment Performance of the Fund and Fund Advisers

In evaluating the quality of the services provided by the Fund Advisers, the Board also received and considered a variety of investment performance data of the Nuveen funds they advise. In this regard, the Board reviewed, among other things, Fund performance over the quarter, one-, three- and five-year periods ending December 31, 2019. Unless otherwise indicated, the performance data referenced below reflects the periods ended December 31, 2019. In general, the year 2019 was a period of strong market performance. However, as noted above, the Board recognized the unprecedented market volatility and decline that occurred in early 2020 and the significant impact it would have on fund performance. As a result, the Board reviewed performance data capturing more recent time periods, including performance data reflecting the first quarter of 2020 as well as performance data for various periods ended April 17, 2020 for its April Meeting and May 8, 2020 for its May Meeting.

The Board reviewed both absolute and relative fund performance during the annual review over the various time periods. With respect to the latter, the Board considered fund performance in comparison to the performance of peer funds (the “Performance Peer Group”) and recognized and/or customized benchmarks (i.e., generally benchmarks derived from multiple recognized benchmarks). The Independent Board Members also reviewed, among other things, the returns of each sleeve of the Fund managed by NWQ and Santa Barbara relative to the benchmark of such sleeve for the quarter, one-, three- and five-year periods ending December 31, 2019, as well as performance information reflecting the first quarter of 2020. For funds that had changes in portfolio managers, the Board considered performance data of such funds before and after such changes. In considering performance data, the Board is aware of certain inherent limitations with such data, including that differences between the objective(s), strategies and other characteristics of the Nuveen funds compared to the respective Performance Peer Group and/or benchmark(s) (such as differences in the use of leverage) as well as differences in the composition of the Performance Peer Group over time will necessarily contribute to differences in performance results and limit the value of the comparative information. To assist the Board in its review of the comparability of the relative performance, the Adviser has ranked the relevancy of the peer group to the funds as low, medium or high.

 

48


 

As noted above, the Board reviewed fund performance over various periods ended December 31, 2019 as well as the first quarter of 2020 and various time periods ended April 17, 2020 and May 8, 2020. In light of the significant market decline in the early part of 2020, the Board noted that a shorter period of underperformance may significantly impact longer term performance. Further, the Board recognized that performance data may differ significantly depending on the ending date selected and accordingly, performance results for periods ended at the year-end of 2019 may vary significantly from performance results for periods ended in the first quarter of 2020, particularly given the extraordinary market conditions at that time as the impact of COVID-19 and other market developments unfolded. The Board considered a fund’s performance in light of the overall financial market conditions. In addition, the Board recognized that shareholders may evaluate performance based on their own holding periods which may differ from the periods reviewed by the Board and lead to differing results.

The secondary market trading of shares of the Nuveen closed-end funds continues to be a priority for the Board given its importance to shareholders, and therefore data reflecting the premiums and discounts at which the shares of the closed-end funds trade is reviewed by the Board during its annual review and by the Board and/or its Closed-end Fund committee during its respective quarterly meetings throughout the year.

In addition to the performance data prepared in connection with the annual review of the advisory agreements of the Nuveen funds, the Board reviewed fund performance throughout the year at its quarterly meetings representing differing time periods and took into account the discussions that occurred at these Board meetings in evaluating a fund’s overall performance. The Board also considered, among other things, the Adviser’s analysis of each Nuveen fund’s performance, with particular focus on funds that were considered performance outliers (both overperformance and underperformance), the factors contributing to the performance and any steps taken to address any performance concerns. Given the volatile market conditions of early 2020, the Board considered the Adviser’s analysis of the impact of such conditions on the Nuveen funds’ performance.

The Board evaluated performance in light of various factors, including general market conditions, issuer-specific information, asset class information, fund cash flows and other factors. Accordingly, depending on the facts and circumstances, the Board may be satisfied with a fund’s performance notwithstanding that its performance may be below its benchmark or peer group for certain periods. However, with respect to any Nuveen funds for which the Board had identified performance issues, the Board monitors such funds closely until performance improves, discusses with the Adviser the reasons for such results, considers whether any steps are necessary or appropriate to address such issues, and reviews the results of any efforts undertaken.

The Board noted that although the Fund’s performance was below the performance of its blended benchmark for the five-year period ended December 31, 2019, the Fund outperformed its blended benchmark for the one- and three-year periods and ranked in the first quartile of its Performance Peer Group for the one-, three- and five-year periods ended December 31, 2019. With the market decline in the first quarter of 2020, the Board noted that although the Fund’s performance was below the performance of its blended benchmark for the one-, three- and five-year periods ended March 31, 2020, the Fund ranked in the third quartile of its Performance Peer Group for the one- and five-year periods ended March 31, 2020 and second quartile of its Performance Peer Group for the three-year period ended March 31, 2020. In considering performance, the Board, however, recognized that the Performance Peer Group was classified as low for relevancy. The Board was satisfied with the Fund’s overall performance.

 

C.   Fees, Expenses and Profitability
  1.   Fees and Expenses

As part of its annual review, the Board considered the contractual management fee and net management fee (the management fee after taking into consideration fee waivers and/or expense reimbursements, if any) paid by a Nuveen fund to the Adviser in light of the nature, extent and quality of the services provided. The Board also considered the total operating expense ratio of each Nuveen fund before and after any fee waivers and/or expense reimbursements. More specifically, the Independent Board Members reviewed, among other things, each fund’s gross and net management fee rates (i.e., before and after expense reimbursements and/or fee waivers, if any) and net total expense ratio in relation to those of a comparable universe of funds (the “Peer Universe”) established by Broadridge. The Independent Board Members reviewed the

 

49


Annual Investment Management Agreement Approval Process (continued)

(Unaudited)

 

methodology Broadridge employed to establish its Peer Universe and recognized that differences between the applicable fund and its respective Peer Universe as well as changes to the composition of the Peer Universe from year to year may limit some of the value of the comparative data. The Independent Board Members also considered a fund’s operating expense ratio as it more directly reflected the shareholder’s costs in investing in the respective fund.

In their review, the Independent Board Members considered, in particular, each Nuveen fund with a net expense ratio (excluding investment-related costs of leverage) of six basis points or higher compared to that of its peer average (each, an “Expense Outlier Fund”), and an analysis as to the factors contributing to each such fund’s higher relative net expense ratio. In addition, although the Board reviewed a fund’s total net expenses both including and excluding investment-related expenses (i.e., leverage costs) and taxes for certain of the closed-end funds, the Board recognized that leverage expenses will vary across the Nuveen funds and in comparison to peers because of differences in the forms and terms of leverage employed by the respective fund. Accordingly, in reviewing the comparative data between a fund and its peers, the Board generally considered the fund’s net expense ratio and fees (excluding leverage costs and leveraged assets) to be higher if they were over 10 basis points higher, slightly higher if they were 6 to 10 basis points higher, in line if they were within approximately 5 basis points higher than the peer average and below if they were below the peer average of the Peer Universe. The Independent Board Members also considered, in relevant part, a fund’s net management fee and net total expense ratio in light of its performance history.

In their review of the fee arrangements for the Nuveen funds, the Independent Board Members considered the management fee schedules, including the complex-wide and fund-level breakpoint schedules, as applicable. The Board noted that across the Nuveen fund complex, the complex-wide fee breakpoints reduced fees by $56.6 million and fund-level breakpoints reduced fees by $66.8 million in 2019.

With respect to the Sub-Advisers, the Board also considered the sub-advisory fee schedule paid to each Sub-Adviser in light of the sub-advisory services provided to the Fund, the breakpoint schedule and comparative data of the fees the Sub-Advisers charge to other clients, if any. In its review, the Board recognized that the compensation paid to each Sub-Adviser is the responsibility of the Adviser, not the Fund.

The Independent Board Members noted that the Fund had a net management fee that was higher than its peer average, but a net expense ratio that was below its peer average.

Based on its review of the information provided, the Board determined that the Fund’s management fees (as applicable) to a Fund Adviser were reasonable in light of the nature, extent and quality of services provided to the Fund.

 

  2.   Comparisons with the Fees of Other Clients

In determining the appropriateness of fees, the Board also considered information regarding the fee rates the respective Fund Advisers charged to certain other types of clients and the type of services provided to these other clients. With respect to the Adviser and/or the Sub-Advisers, such other clients may include retail and institutional managed accounts advised by a Sub-Adviser (with respect to NAM, NWQ and Santa Barbara); investment companies offered outside the Nuveen family and sub-advised by a Sub-Adviser (with respect to NAM and NWQ); foreign investment companies offered by Nuveen and sub-advised by a Sub-Adviser (with respect to NAM, NWQ and Santa Barbara); and collective investment trusts sub-advised by NAM. The Board further noted that the Adviser also advised certain exchange-traded funds (“ETFs”) sponsored by Nuveen.

The Board recognized that the Fund had affiliated sub-advisers and, with respect to affiliated sub-advisers, reviewed, among other things, the range of fees assessed for managed accounts and foreign investment companies offered by Nuveen, as applicable. The Board also reviewed the fee range and average fee rate of certain selected investment strategies offered in retail and institutional managed accounts advised by the Sub-Advisers and non-Nuveen investment companies sub-advised by certain affiliated sub-advisers.

In considering the fee data of other clients, the Board considered, among other things, the differences in the amount, type and level of services provided to the Nuveen funds relative to other clients as well as the differences in portfolio investment policies, investor profiles, account sizes and regulatory requirements, all of which contribute to the variations in the fee

 

50


 

schedules. The Board recognized the complexity and myriad of services the Adviser had provided to the Nuveen funds compared to the other types of clients as the Adviser is principally responsible for all aspects of operating the funds, including complying with the increased regulatory requirements required when managing the funds as well as the increased entrepreneurial, legal and regulatory risks that the Adviser incurs in sponsoring and managing the funds. Further, with respect to ETFs, the Board considered that Nuveen ETFs are passively managed compared to the active management of the other Nuveen funds which contributed to the differences in fee levels between the Nuveen ETFs and other Nuveen funds. In general, higher fee levels reflect higher levels of service provided by the Adviser, increased investment management complexity, greater product management requirements, and higher levels of business risk or some combination of these factors. The Board further considered that each Sub-Adviser’s fee is essentially for portfolio management services and therefore more comparable to the fees it receives for retail wrap accounts and other external sub-advisory mandates. The Board concluded the varying levels of fees were justified given, among other things, the inherent differences in the products and the level of services provided to the Nuveen funds versus other clients, the differing regulatory requirements and legal liabilities and the entrepreneurial, legal and regulatory risks incurred in sponsoring and advising a registered investment company.

 

  3.   Profitability of Fund Advisers

In their review, the Independent Board Members considered information regarding Nuveen’s level of profitability for its advisory services to the Nuveen funds for the calendar years 2019 and 2018. The Board reviewed, among other things, Nuveen’s net margins (pre-tax) (both including and excluding distribution expenses); gross and net revenue margins (pre- and post-tax); revenues, expenses, and net income (pre-tax and after-tax and before distribution) of Nuveen for fund advisory services; and comparative profitability data comparing the margins of Nuveen compared to the adjusted margins of certain peers with publicly available data and with the most comparable assets under management (based on asset size and asset composition) for each of the last two calendar years. The Board also reviewed the revenues and expenses the Adviser derived from its ETF product line for the 2018 and 2019 calendar years.

In reviewing the profitability data, the Independent Board Members recognized the subjective nature of calculating profitability as the information is not audited and is dependent on cost allocation methodologies to allocate expenses of Nuveen and its affiliates between the fund and non-fund businesses. The expenses to be allocated include direct expenses in servicing the Nuveen funds as well as indirect and/or shared costs (such as overhead, legal and compliance) some of which are attributed to the Nuveen funds pursuant to the cost allocation methodologies. The Independent Board Members reviewed a description of the cost allocation methodologies employed to develop the financial information and a summary of the history of changes to the methodology over the eleven-year period from 2008 to 2019. The Board had also appointed three Independent Board Members, along with the assistance of independent counsel, to serve as the Board’s liaisons to review the development of the profitability data and any proposed changes to the cost allocation methodology prior to incorporating any such changes and to report to the full Board. The Board recognized that other reasonable and valid allocation methodologies could be employed and could lead to significantly different results. Based on the data, the Independent Board Members noted that Nuveen’s net margins were higher in 2019 than the previous year and considered the key drivers behind the revenue and expense changes that impacted Nuveen’s net margins between the years. The Board also noted the reinvestments of some of the profits into the business through, among other things, the investment of seed capital in certain funds and continued investments in enhancements to information technology, internal infrastructure and data management improvements and global investment and innovation projects.

As noted above, the Independent Board Members also considered Nuveen’s margins from its relationship to the Nuveen funds compared to the adjusted margins of certain peers with publicly available data and with the most comparable assets under management (based on asset size and asset composition) to Nuveen for the calendar years 2019 and 2018. The Independent Board Members noted that Nuveen’s margins from its relationships with the Nuveen funds were on the low range compared to the adjusted margins of the peers. The Independent Board Members, however, recognized that it is difficult to make comparisons of profitability with other investment adviser peers given that comparative data is not generally public and the calculation of profitability is subjective and affected by numerous factors (such as types of funds a peer manages, its business mix, its cost of capital, the numerous assumptions underlying the methodology used to allocate expenses and other factors) which can have a significant impact on the results.

 

51


Annual Investment Management Agreement Approval Process (continued)

(Unaudited)

 

Aside from Nuveen’s profitability, the Board recognized that the Adviser is a subsidiary of Nuveen, LLC, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). As such, the Board also reviewed a balance sheet for TIAA reflecting its assets, liabilities and capital and contingency reserves for the 2019 and 2018 calendar years to consider the financial strength of TIAA. The Board recognized the benefit of having an investment adviser and its parent with significant resources, particularly during periods of market stress.

In addition to Nuveen, the Independent Board Members also considered the profitability of the various sub-advisers from their relationships with the respective Nuveen fund(s). In this regard, the Independent Board Members reviewed, among other things, the Sub-Advisers’ revenues, expenses and net revenue margins (pre- and post-tax) for their advisory activities for the calendar year ended December 31, 2019 as well as their pre-tax and after-tax net revenue margins for 2019 compared to such margins for 2018. With respect to NAM, the Independent Board Members also reviewed a profitability analysis reflecting the revenues, expenses and revenue margin (pre- and post-tax) by asset type for such Sub-Adviser for the calendar year ended December 31, 2019 and the pre- and post-tax revenue margins from 2019 and 2018.

In evaluating the reasonableness of the compensation, the Independent Board Members also considered any other ancillary benefits derived by the respective Fund Adviser from its relationship with the Nuveen funds as discussed in further detail below.

Based on a consideration of all the information provided, the Board noted that Nuveen’s and each Sub-Adviser’s level of profitability was acceptable and not unreasonable in light of the services provided.

 

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

The Board considered whether there have been economies of scale with respect to the management of the Nuveen funds and whether these economies of scale have been appropriately shared with the funds. The Board recognized that although economies of scale are difficult to measure, there are several methods to help share the benefits of economies of scale, including breakpoints in the management fee schedule, fee waivers and/or expense limitations, the pricing of Nuveen funds at scale at inception and investments in Nuveen’s business which can enhance the services provided to the funds for the fees paid. The Board noted that Nuveen generally has employed these various methods. In this regard, the Board noted that the management fee of the Adviser is generally comprised of a fund-level component and a complex-level component each with its own breakpoint schedule, subject to certain exceptions. The Board reviewed the fund-level and complex-level fee schedules. The Board considered that the fund-level breakpoint schedules are designed to share economies of scale with shareholders if the particular fund grows, and the complex-level breakpoint schedule is designed to deliver the benefits of economies of scale to shareholders when the eligible assets in the complex pass certain thresholds even if the assets of a particular fund are unchanged or have declined. With respect to the Nuveen closed-end funds, the Board noted that, although such funds may from time-to-time make additional share offerings, the growth of their assets would occur primarily through the appreciation of such funds’ investment portfolios. Further, in the calculation of the complex-level component, the Board noted that it had approved the acquisition of several Nuveen funds by similar TIAA-CREF funds in 2019. However, to mitigate the loss of the assets of these Nuveen funds deemed eligible to be included in the calculation of the complex-wide fee when these Nuveen funds left the complex upon acquisition, Nuveen agreed to credit approximately $460 million to assets under management to the Nuveen complex in calculating the complex-wide component.

The Independent Board Members also recognized the Adviser’s continued reinvestment in its business through, among other things, investments in its business infrastructure and information technology, portfolio accounting system and other systems and platforms that will, among other things, support growth, simplify and enhance information sharing, and enhance the investment process to the benefit of all of the Nuveen funds.

Based on its review, the Board concluded that the current fee arrangements together with the Adviser’s reinvestment in its business appropriately shared any economies of scale with shareholders.

 

52


 

E.   Indirect Benefits

The Independent Board Members received and considered information regarding other benefits the respective Fund Adviser or its affiliates may receive as a result of their relationship with the Nuveen funds. The Board considered the compensation that an affiliate of the Adviser received for serving as co-manager in the initial public offerings of new closed-end funds and for serving as an underwriter on shelf offerings of existing closed-end funds. In addition, the Independent Board Members also noted that various sub-advisers (including the Sub-Advisers) may engage in soft dollar transactions pursuant to which they may receive the benefit of research products and other services provided by broker-dealers executing portfolio transactions on behalf of the applicable Nuveen funds, although the Board recognized that certain sub-advisers may be phasing out the use of soft dollars over time.

The Board, however, noted that the benefits for the Sub-Advisers when transacting in fixed-income securities may be more limited as such securities generally trade on a principal basis and therefore do not generate brokerage commissions. Further, the Board considered that although the Sub-Advisers may benefit from the receipt of research and other services that they may otherwise have to pay for out of their own resources, the research may also benefit the Nuveen funds to the extent it enhances the ability of the Sub-Advisers to manage such funds or is acquired through the commissions paid on portfolio transactions of other clients.

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

 

F.   Other Considerations

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

 

53


Notes

 

 

54


Notes

 

 

55


LOGO

 

Nuveen:

Serving Investors for Generations

Since 1898, financial professionals and their clients have relied on Nuveen to provide
dependable investment solutions through continued adherence to proven, long-term investing
principles. Today, we offer a range of high quality solutions designed to
be integral components of a well-diversified core portfolio.

Focused on meeting investor needs.

Nuveen is the investment manager of TIAA. We have grown into one of the world’s premier global asset managers, with specialist knowledge across all major asset classes and particular strength in solutions that provide income for investors and that draw on our expertise in alternatives and responsible investing. Nuveen is driven not only by the independent investment processes across the firm, but also the insights, risk management, analytics and other tools and resources that a truly world-class platform provides. As a global asset manager, our mission is to work in partnership with our clients to create solutions which help them secure their financial future.

Find out how we can help you.

To learn more about how the products and services of Nuveen may be able to help you meet your financial goals, talk to your financial professional, or call us at (800) 257-8787. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or Nuveen, 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/closed-end-funds

 

Nuveen Securities, LLC, member FINRA and SIPC  |  333 West Wacker Drive Chicago, IL 60606  |  www.nuveen.com              ESA-G-0620D
        1300429-INV-B-08/21


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.

(a) See Portfolio of Investments in Item 1.

(b) Not applicable.

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 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. 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: See 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.

(a)(4) Change in the registrant’s independent public accountant. 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 registration specifically incorporates it by reference: See 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 Tax-Advantaged Dividend Growth Fund

 

By (Signature and Title)   

/s/ Gifford R. Zimmerman

  
   Gifford R. Zimmerman   
   Vice President and Secretary   

Date: September 4, 2020

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/ David J. Lamb

  
   David J. Lamb   
   Chief Administrative Officer   
   (principal executive officer)   

Date: September 4, 2020

 

By (Signature and Title)   

/s/ E. Scott Wickerham

  
   E. Scott Wickerham   
   Vice President and Controller   
   (principal financial officer)   

Date: September 4, 2020

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