Nuveen Tax-Advantaged Dividend Growth Fund

N-CSR 1 d894681dncsr.htm NUVEEN TAX-ADVANTAGED DIVIDEND GROWTH FUND Nuveen Tax-Advantaged Dividend Growth Fund

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)

Mark L. Winget

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: December 31, 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 policymaking roles.

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

ITEM 1. REPORTS TO STOCKHOLDERS.

LOGO

Closed-End Funds

31 December

2020

Nuveen

Closed-End Funds


JTD		Nuveen Tax-Advantaged Dividend Growth Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will not be sent to you 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.

You may elect to receive shareholder reports and other communications from the Fund electronically at any time 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, 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.

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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			10

Common Share Information			11

Performance Overview and Holding Summaries			14

Report of Independent Registered Public Accounting Firm			16

Portfolio of Investments			17

Statement of Assets and Liabilities			25

Statement of Operations			26

Statement of Changes in Net Assets			27

Statement of Cash Flows			28

Financial Highlights			30

Notes to Financial Statements			32

Shareholder Update			42

Additional Fund Information			56

Glossary of Terms Used in this Report			57

Board Members & Officers			58

Chair’s Letter to Shareholders

LOGO

Dear Shareholders,

The rollout of COVID-19 vaccines has kindled the promise of a more normal economy in 2021. Until then, the economic shortfall is expected to be bridged by a combination of fiscal relief measures and easier financial conditions aimed at supporting individuals, businesses and state and local governments. The measures taken to date have already helped the U.S. economy make a significant, although incomplete, turnaround from the depths of a historic recession. In late December 2020, the U.S. government enacted another $900 billion in aid to individuals and businesses, extending some of the programs enacted earlier in the COVID-19 crisis, and more stimulus is anticipated. The U.S. Federal Reserve, along with other central banks around the world, have pledged to keep monetary conditions accommodative for as long as necessary.

While the markets’ longer-term outlook has brightened, we expect intermittent bouts of volatility to continue. COVID-19 cases are still alarmingly high in some regions, and recent economic indicators have shown the dampening effect of renewed restrictions on social and business activity in the latter months of 2020. The pandemic’s course can still be unpredictable, and achieving sufficient inoculation of the population depends on many variables, including logistics, public confidence, real-world efficacy and the emergence of variant virus strains. Additionally, the Biden administration’s full policy agenda and the potential for Congressional gridlock remain to be seen, which could cause investment outlooks to shift. Nevertheless, short-term market fluctuations can provide opportunities to invest in new ideas as well as upgrade existing positioning, within our goal of providing long-term value for our shareholders. For more than 120 years, the careful consideration of risk and reward has guided Nuveen’s focus on delivering long-term results to our shareholders.

The beginning of the year can be an opportune time to assess your portfolio’s resilience and readiness for what may come next. We encourage you to review your time horizon, risk tolerance and investment goals with your financial professional. 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

February 22, 2021

Portfolio Managers’ Comments

Nuveen Tax-Advantaged Dividend Growth Fund (JTD)

The Fund’s investment portfolio is managed by three affiliates of Nuveen Fund Advisors, LLC, the Fund’s investment adviser. The Fund’s dividend-growth strategy is managed by Santa Barbara Asset Management LLC (Santa Barbara) and the portfolio managers are David S. Park, CFA, and David A, Chalupnik, CFA. The Fund’s income-oriented strategy is managed by NWQ Investment Management Company, LLC (NWQ) and the portfolio managers are Thomas J. Ray, CFA and Susi Budiman, CFA. The Fund’s index call option strategy is managed by Nuveen Asset Management (NAM), which is overseen by David A. Friar.

Portfolio Manager Change

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

Here the Fund’s portfolio management teams reviews U.S. economic and market conditions, key investment strategies and the performance of the Fund for the twelve-month reporting period ended December 31, 2020.

What factors affected the U.S. economy and financial markets during the twelve-month reporting period ended December 31, 2020?

The U.S. economy rebounded more quickly than expected from the deep downturn caused by the COVID-19 crisis and containment measures, but it was not fully recovered by the year’s end. U.S. gross domestic product (GDP) grew 4.0% on an annualized basis in the fourth quarter of 2020 and 33.1% (annualized) in the third quarter, but remained down 3.5% in 2020 overall (from the 2019 annual level to the 2020 annual level) as measured by the Bureau of Economic Analysis “advance” estimate. GDP measures the value of goods and services produced by the nation’s economy less the value of the goods and services used up in production, adjusted for price changes. The economy fell into a deep recession in February 2020 due to the restrictions on business and social activity to mitigate the COVID-19 spread. In the first and second quarters of 2020, annualized GDP shrank 5% and 31.4%, respectively. Government relief programs provided significant aid to individuals and businesses as the economy began reopening in May 2020, which helped the economy bounce back strongly over the second half of the year.

Consumer spending, the largest driver of the economy, remained resilient despite the disruption caused by the health and economic crisis. Consumer spending declined significantly and unemployment rose sharply starting in March 2020. These measures rebounded markedly in the second half of the year, although the momentum slowed toward year end amid a resurgence of coronavirus infections. The Bureau of Labor Statistics said the unemployment rate rose to 6.7% in December 2020 from 3.6% in December 2019. As of December 2020, slightly more than half of the 22 million jobs lost

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.

Portfolio Managers’ Comments (continued)

in March and April 2020 have been recovered. The average hourly earnings rate appeared to increase, growing at an annualized rate of 5.1% in December 2020, despite the spike in unemployment. Earnings data was skewed by the concentration of job losses in lower-wage work, which effectively eliminated most of the low-wage data, resulting in an average of mostly higher numbers. The overall trend of inflation remained muted, as decreases in gasoline, apparel and transportation prices offset an increase in food prices. The Bureau of Labor Statistics said the Consumer Price Index (CPI) increased 1.4% over the twelve-month reporting period ended December 31, 2020 before seasonal adjustment.

Prior to the COVID-19 crisis recession, the U.S. Federal Reserve (the Fed) had reduced its benchmark interest rate to support the economy’s slowing growth. The Fed also stopped shrinking its bond portfolio sooner than scheduled and began buying short-term Treasury bills to help money markets operate smoothly and maintain short-term borrowing rates at low levels. As the health and economic crisis deepened, the Fed enacted an array of emergency measures in March 2020 to stabilize the financial system and support the markets, including cutting its main interest rate to near zero, offering lending programs to aid small and large companies and allowing unlimited bond purchases, known as quantitative easing. In August 2020, the Fed announced a change in inflation policy to average inflation targeting. Under this regime, the Fed will tolerate the inflation rate temporarily overshooting the target rate to offset periods of below-target inflation, so that inflation averages a 2% rate over time. Fed officials remained cautious, acknowledging the economy’s improvement but concerned about near-term weakness, and left policy unchanged over the remainder of their meetings in 2020.

In March and April 2020, the U.S. government approved three aid packages. These included $2 trillion allocated across direct payments to Americans, an expansion of unemployment insurance, loans to large and small businesses, funding to hospitals and health agencies and support to state and local governments, and more than $100 billion in funding to health agencies and employers offering paid leave. In December 2020, the government enacted a $900 billion relief package extending some of these programs. With Joe Biden winning the U.S. presidential election in November 2020, more fiscal stimulus is anticipated in 2021.

The COVID-19 crisis rapidly dwarfed all other market concerns starting in late February 2020. Equity and commodity markets sold off and safe-haven assets rallied in March 2020 as China, other countries and then the United States initiated quarantines, restricted travel and shuttered factories and businesses. The potential economic shock was particularly difficult to assess, which amplified market volatility. An ill-timed oil price war between the Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC member Russia, which caused oil prices to plunge in March 2020, exacerbated the market sell-off. At year end, the announcement of high efficacy rates in several COVID-19 vaccine trials, followed by regulatory authorizations and public vaccination drives across Western countries, improved the outlook for 2021 and led to risk-on sentiment in the markets.

Geopolitical uncertainty remained elevated during 2020 in anticipation of the U.S. presidential election in November 2020 and the Brexit transition period set to expire in December 2020. Political risks eased somewhat toward the end of the reporting period, as markets ultimately viewed a Biden administration positively and the European Union (EU) and United Kingdom (U.K.) finalized a trade deal in the final days of the transition period. Although China and the U.S. signed a “phase one” trade deal in January 2020, tensions continued to flare over other trade and technology/security issues, Hong Kong’s sovereignty and the management of the COVID-19 crisis.

The S&P 500^® Index experienced some of the sharpest declines and swiftest recoveries in 2020. In March 2020, the equity market experienced record-setting volatility and fell into a bear market faster than any other market decline in history. Nearly as shocking was how swiftly the equity market recovered to new highs, which also happened in record time. After the recovery reached a temporary peak in early September 2020, the market experienced an additional sharp decline as investors processed faced a resurging in COVID-19 cases and election uncertainty. In November 2020, as election uncertainty faded and COVID-19 vaccines were announced, earlier losses were recovered and the Index delivered its second highest total return of any November 2020 on record. The S&P 500^® Index continued to trend upward in December 2020 and ended the reporting period at a new all-time high.

During the reporting period, the ICE BofA Fixed Rate Preferred Securities Index (P0P1), which is part of the Fund’s Blended Benchmark, returned 6.95%. The yield-to-worst for the index ended the reporting period at 1.25%, a 129 basis points decrease from third quarter 2020. Preferred securities trailed investment grade bonds, but outperformed high yield bonds for the reporting period.

What key strategies were used to manage the Fund during the twelve-month reporting period ended December 31, 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 actively managed by Santa Barbara, 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, which is managed by NAM, 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 the twelve-month reporting period ended December 31, 2020?

The table in the Performance Overview and Holding Summaries section of this report provides total returns at net asset value (NAV) for the period ended December 31, 2020. The Fund’s total returns on NAV are compared with the performance of a corresponding market index.

For the twelve-month reporting period ending December 31, 2020, the Fund’s common shares at NAV underperformed the S&P 500^® Index and its Blended Benchmark. Effective June 30, 2020, the Fund’s Blended Benchmark changed to 1) 16% S&P 500^® Index, 34% MSCI EAFE Index (Net), 2) 12.5% ICE BofA (dividends received deduction) Preferred Index, 3) 12.5% ICE BofA Fixed Rate Preferred Index, 4) 25% Cboe S&P 500 BuyWrite Index (BXM), which better reflects how the Santa Barbara sleeve is managed, linked retroactively as of July 1, 2011. The Fund’s previous Blended Benchmark was 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. Each Blended Benchmark is further described in the Glossary of Terms Used in this Report.

Santa Barbara

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

The risk-on market environment during the year created a challenging period for the Fund’s portfolio given the Fund’s broadly diversified approach and the high-quality defensive composition. Both stock selection and sector allocation had

Portfolio Managers’ Comments (continued)

a negative impact on performance. The information technology sector was the largest detractor to performance due to the portfolio’s underweight exposure 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 utilities, real estate and materials sectors.

Individual holdings that contributed to performance included information technology holdings, Apple Inc. and Microsoft Corp. Apple benefited from high expectations for the upcoming 5G iPhone launch and upgrade cycle, continued strength within its services business, and support from the economic stimulus. The company reported revenue and earnings per share above consensus estimates as demand improved significantly in May and June 2020. 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. Consumer discretionary holding and home improvement retailer Lowe’s Companies, Inc. continued to report strong quarterly earnings as consumers are spending more money on home improvements and less on other discretionary categories. Quarterly sales and earnings results were well ahead of expectations driven by strong same-store sales and execution improvements. Additionally, Lowe’s management announced a 9% dividend increase.

Individual holdings that detracted from performance included financial services holding Lloyds Banking Group PLC, which missed analysts’ expectations and announced disappointing earnings for the first quarter of 2020 as the COVID-19 crisis impacted financial institutions around the world. Compass Group PLC also detracted from performance, as 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. Lastly energy holding and oil and gas refiner Phillips 66 detracted despite reporting better-than-expected quarterly earnings due to favorable tax items, while the COVID-19 crisis related shutdowns continued to be a major headwind. The firm’s refining business reported results below expectations due to weaker margins, while recent hurricanes resulted in several refinery shutdowns. As of the end of the reporting period, the Fund no longer holds a position in Compass Group.

NWQ

The preferred portion of the Fund managed by NWQ underperformed its blended benchmark during the reporting period. The Fund’s banking holdings contributed the most to performance, while the Fund’s holdings in the financials sector slightly detracted from performance for the reporting period on an absolute basis.

Several holdings detracted from absolute performance, including CenterPoint Energy Inc. Shares fell sharply after the Public Utilities Commission of Texas (PUCT) discussed Centerpoint Energy’s outstanding Houston electric rate case, which 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. In addition, the preferred stock of General Electric Company was another detractor during the reporting period. The company along with many cyclical peers was negatively impacted by the COVID-19 crisis as results declined during the reporting period. Lastly, MFA Financial senior notes detracted from absolute performance. The financials sector struggled as one of the worst performers during the throes of the COVID-19 crisis on lower business activity and declining interest rates. As of the end of the reporting period, the NWQ sleeve no longer holds positions in CenterPoint Energy, General Electric Company and MFA Financial.

Several individual positions contributed to absolute performance, including the structured note of Merrill Lynch International & Co. The Merrill Lynch structured note’s underlying common stock, Broadcom Inc., rose on the announcement of a potential sale of its radio-frequency unit. The Company’s management no longer views its wireless (and industrial) businesses as core and chose to focus on its more stable, higher margin networking, broadband and storage solutions business on the components side. NWQ continues to the hold the position. In addition, the preferred stocks of JPMor-

gan Chase & Co. and Bank of America Corp contributed to performance. Banks rose sharply as positive news on COVID-19 vaccines in early November 2020 refocused investors on the potential for economic normalization and the powerful impact that has when combined with compelling valuation.

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. The Fund collected less premium income as it was an unfavorable environment for writing options on the Russell 2000^® Index. The Fund’s call options strategy detracted from performance during the reporting period.

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 their comparative benchmarks was the Fund’s use of leverage through the use of 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 a 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 bonds 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 tax-exempt 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 continued to use 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 December 31, 2020, the Fund’s percentages of leverage are as shown in the accompanying table.


	JTD
Effective Leverage*		29.49	%
Regulatory Leverage*		29.49	%

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.

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
January 1, 2020		Draws		Paydowns		December 31, 2020		Average Balance Outstanding		Draws		Paydowns		February 25, 2021
	$111,100,000		$32,150,000		$(45,850,000)		$97,400,000		$91,320,765		$ —		$ —		$97,400,000

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

Common Share Information

DISTRIBUTION INFORMATION

The following information regarding the Fund’s distributions is current as of December 31, 2020, the Fund’s fiscal and tax year end, and may differ from previously issued distribution notifications. 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.

Common Share Information (continued)

Data as of December 31, 2020


		Per Share Regular Distributions														Annualized Total Return on NAV
Inception Date		Latest Quarter		Total Current Year		Total Current Year Net Investment Income		Total Current Year Net Realized Gain/Loss		Current Unrealized Gain/Loss		Current Distribution Rate on NAV^1,3		Actual Full Year Distribution Rate on NAV^2,3		1-Year		5-Year
	6/2007		$0.2945		$1.1935		$0.4838		$0.1163		$4.9778		7.33%		7.42%		(3.42)%		8.57%

¹	Current distribution per share, annualized, divided by the NAV per share on the stated date.

²	Actual total per share distributions made during the full fiscal year, divided by the NAV per share on the stated date.

³	Each distribution rate represents a “managed distribution” rate. For this Fund, at least in the just completed fiscal year, distributions were predominately comprised of sources other than net investment income, as shown in the table immediately below.

The following table provides the Fund’s distribution sources as of December 31, 2020.

The amounts and sources of distributions reported in this notice are for financial reporting purposes 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 December 31, 2020


Fiscal Year Source of Distribution						Fiscal Year Per Share Amounts
Net Investment Income		Realized Gains		Return of Capital¹		Distributions		Net Investment Income		Realized Gains		Return of Capital¹
	33.73%		60.34%		5.93%		$1.1935		$0.4026		$0.7202		$0.0707

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.

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-endfunds, 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, 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 December 31, 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 December 31, 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	$	16.08
Common share price	$	14.22
Premium/(Discount) to NAV		(11.57	)%
12-month average premium/(discount) to NAV		(9.72	)%

JTD

Nuveen Tax-Advantaged Dividend Growth Fund

Performance Overview and Holding Summaries as of December 31, 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 December 31, 2020


	Average Annual
	1-Year		5-Year		10-Year
JTD at Common Share NAV		(3.42)%		8.57%		9.11%
JTD at Common Share Price		(9.95)%		9.09%		9.36%
Blended Benchmark – Old¹		10.77%		10.73%		10.39%
Blended Benchmark – New²		7.48%		8.25%		7.71%
S&P 500^® Index		18.40%		15.22%		13.88%

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.

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.

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			106.6%
$1,000 Par (or similar) Institutional Preferred			16.5%
$25 Par (or similar) Retail Preferred			12.6%
Corporate Bonds			4.6%
Convertible Preferred Securities			2.4%
Repurchase Agreements			1.0%
Other Assets Less Liabilities			(1.9)%
Net Assets Plus Borrowings			141.8%
Borrowings			(41.8)%
Net Assets			100%

Portfolio Credit Quality

(% of total fixed-income investments)


A			1.8%
BBB			55.6%
BB or Lower			34.0%
N/R (not rated)			8.6%
Total			100%

Portfolio Composition

(% of total investments)


Banks			12.5%
Pharmaceuticals			6.5%
Insurance			6.1%
Capital Markets			4.8%
Chemicals			4.3%
Food Products			4.0%
Electric Utilities			3.5%
Oil, Gas & Consumable Fuels			3.7%
Software			3.2%
IT Services			2.9%
Wireless Telecommunication Services			2.9%
Health Care Providers & Services			2.6%
Communications Equipment			2.2%
Containers & Packaging			2.1%
Diversified Telecommunication Services			2.1%
Consumer Finance			2.1%
Technology Hardware, Storage & Peripherals			2.0%
Media			2.0%
Household Products			1.9%
Hotels, Restaurants & Leisure			1.9%
Aerospace & Defense			1.9%
Semiconductors & Semiconductor Equipment			1.8%
Trading Companies & Distributors			1.8%
Biotechnology			1.8%
Specialty Retail			1.8%
Diversified Financial Services			1.5%
Other²			15.4%
Repurchase Agreements			0.7%
Total			100%

Top Five Issuers

(% of total long-term
investments)


JPMorgan Chase & Co			2.3%
Apple Inc			2.0%
Microsoft Corp			1.9%
Koninklijke DSM NV, ADR			1.9%
ITOCHU Corp, ADR			1.8%

Country Allocation¹

(% of total investments)


United States			62.6%
United Kingdom			8.8%
Japan			6.0%
France			4.5%
Canada			4.1%
Netherlands			2.1%
Hong Kong			2.1%
Australia			1.6%
Denmark			1.4%
Germany			1.3%
Italy			1.2%
Singapore			1.1%
Switzerland			1.0%
Spain			0.8%
China			0.7%
Other			0.7%
Total			100%

1	Includes 1.39% (as percentage of total investments) in emerging market countries.

2	See Portfolio of Investments for details on “other” Portfolio Composition.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees

Nuveen Tax-Advantaged Dividend Growth Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Nuveen Tax-Advantaged Dividend Growth Fund (the Fund), including the portfolio of investments, as of December 31, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five-year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2020, by correspondence with custodians and brokers or other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the auditor of one or more Nuveen investment companies since 2014.

Chicago, Illinois

February 25, 2021

JTD

Nuveen Tax-Advantaged Dividend
Growth Fund

Portfolio of Investments December 31, 2020


Shares		Description (1)	Value

		LONG-TERM INVESTMENTS – 142.7% (99.3% of Total Investments)

		COMMON STOCKS – 106.6% (74.2% of Total Investments)

		Aerospace & Defense – 2.7%

	107,807	BAE Systems PLC, ADR, (2)	$	2,926,960
	9,388	Lockheed Martin Corp, (3)		3,332,552
		Total Aerospace & Defense		6,259,512

		Banks – 4.4%

	36,760	BOC Hong Kong Holdings Ltd, ADR, (2), (3)		2,228,207
	35,279	JPMorgan Chase & Co		4,482,903
	63,603	Toronto-Dominion Bank/The		3,588,481
		Total Banks		10,299,591

		Beverages – 1.5%

	22,986	PepsiCo Inc, (3)		3,408,824

		Biotechnology – 2.6%

	32,333	AbbVie Inc, (4)		3,464,481
	138,648	Grifols SA, ADR		2,556,669
		Total Biotechnology		6,021,150

		Building Products – 1.3%

	21,259	Trane Technologies PLC, (3)		3,085,956

		Capital Markets – 3.8%

	34,148	Charles Schwab Corp/The, (3)		1,811,210
	9,964	CME Group Inc, (4)		1,813,946
	49,659	Macquarie Group Ltd, ADR, (2)		5,306,481
		Total Capital Markets		8,931,637

		Chemicals – 6.1%

	34,532	International Flavors & Fragrances Inc		3,758,463
	144,464	Koninklijke DSM NV, ADR, (2)		6,245,179
	16,062	Linde PLC, (3)		4,232,497
		Total Chemicals		14,236,139

		Communications Equipment – 3.2%

	89,214	Cisco Systems Inc		3,992,326
	19,975	Motorola Solutions Inc, (4)		3,396,949
		Total Communications Equipment		7,389,275

		Consumer Finance – 1.2%

	23,439	American Express Co		2,834,009

		Containers & Packaging – 2.8%

	393,431	Amcor PLC, (3)		4,630,683
	14,463	Packaging Corp of America, (3)		1,994,592
		Total Containers & Packaging		6,625,275

		Diversified Financial Services – 1.6%

	49,239	ORIX Corp, ADR		3,807,652

		Diversified Telecommunication Services – 2.7%

	95,951	AT&T Inc		2,759,551
	268,016	HKT Trust & HKT Ltd, ADR, (2)		3,477,293
		Total Diversified Telecommunication Services		6,236,844



JTD		Nuveen Tax-Advantaged Dividend Growth Fund (continued)
JTD		Portfolio of Investments December 31, 2020


Shares		Description (1)	Value

		Electric Utilities – 3.3%

	46,204	NextEra Energy Inc, (3), (4)	$	3,564,638
	203,027	SSE PLC, ADR, (2)		4,125,509
		Total Electric Utilities		7,690,147

		Electronic Equipment, Instruments & Components – 0.7%

	65,649	Alps Alpine Co Ltd, ADR, (2)		1,726,989

		Food Products – 3.9%

	272,072	Danone SA, ADR, (2)		3,564,143
	35,640	Mondelez International Inc		2,083,871
	28,733	Nestle SA, ADR, (2), (3)		3,384,747
		Total Food Products		9,032,761

		Gas Utilities – 1.7%

	341,866	Snam SpA, ADR, (2)		3,849,138

		Health Care Equipment & Supplies – 1.2%

	24,781	Medtronic PLC		2,902,846

		Health Care Providers & Services – 3.7%

	9,458	Anthem Inc, (4)		3,036,869
	15,796	UnitedHealth Group Inc, (3), (4)		5,539,341
		Total Health Care Providers & Services		8,576,210

		Hotels, Restaurants & Leisure – 2.7%

	15,125	McDonald’s Corp, (3)		3,245,523
	51,301	Restaurant Brands International Inc, (4)

SEC Form N-CSR filed