Nuveen Tax-Advantaged Dividend Growth Fund

DEF 14A 1 d75749ddef14a.htm NUVEEN TAX-ADVANTAGED DIVIDEND GROWTH FUND Nuveen Tax-Advantaged Dividend Growth Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☒	Definitive Proxy Statement.

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☐	Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Nuveen Tax-Advantaged Dividend Growth Fund (JTD)
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of Annual Meeting

of Shareholders to be held on April 6, 2021

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

March 4, 2021

Nuveen Core Equity Alpha Fund (JCE)

Nuveen Corporate Income 2023 Target Term Fund (JHAA)

Nuveen Corporate Income November 2021 Target Term Fund (JHB)

Nuveen Credit Opportunities 2022 Target Term Fund (JCO)

Nuveen Credit Strategies Income Fund (JQC)

Nuveen Diversified Dividend and Income Fund (JDD)

Nuveen Dow 30^SM Dynamic Overwrite Fund (DIAX)

Nuveen Emerging Markets Debt 2022 Target Term Fund (JEMD)

Nuveen Floating Rate Income Fund (JFR)

Nuveen Floating Rate Income Opportunity Fund (JRO)

Nuveen Georgia Quality Municipal Income Fund (NKG)

Nuveen Intermediate Duration Municipal Term Fund (NID)

Nuveen Intermediate Duration Quality Municipal Term Fund (NIQ)

Nuveen Maryland Quality Municipal Income Fund (NMY)

Nuveen Minnesota Quality Municipal Income Fund (NMS)

Nuveen Missouri Quality Municipal Income Fund (NOM)

Nuveen Mortgage and Income Fund (JLS)

Nuveen Multi-Market Income Fund (JMM)

Nuveen Municipal Credit Opportunities Fund (NMCO)

Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)

Nuveen Preferred & Income Opportunities Fund (JPC)

Nuveen Preferred & Income Securities Fund (JPS)

Nuveen Preferred and Income Term Fund (JPI)

Nuveen Preferred and Income 2022 Term Fund (JPT)

Nuveen Real Asset Income and Growth Fund (JRI)

Nuveen Real Estate Income Fund (JRS)

Nuveen S&P 500 Buy-Write Income Fund (BXMX)

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

Nuveen Senior Income Fund (NSL)

Nuveen Short Duration Credit Opportunities Fund (JSD)

Nuveen Tax-Advantaged Dividend Growth Fund (JTD)

Nuveen Tax-Advantaged Total Return Strategy Fund (JTA)

Nuveen Virginia Quality Municipal Income Fund (NPV)

To the Shareholders of the Above Funds:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen Core Equity Alpha Fund (“Core Equity Alpha”), Nuveen Corporate Income 2023 Target Term Fund (“Corporate Income 2023”), Nuveen Corporate Income November 2021 Target Term Fund (“Corporate Income 2021”), Nuveen Credit Opportunities 2022 Target Term Fund (“Credit Opportunities 2022”), Nuveen Credit Strategies Income Fund (“Credit Strategies”), Nuveen Diversified Dividend and Income Fund (“Diversified Dividend”), Nuveen Dow 30^SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Emerging Markets Debt 2022 Target Term Fund (“Emerging Markets Debt”), Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Opportunity”), Nuveen Georgia Quality Municipal Income Fund (“Georgia Municipal”), Nuveen Intermediate Duration Municipal Term Fund (“Intermediate Duration”), Nuveen Intermediate Duration Quality Municipal Term Fund (“Intermediate Duration Quality”), Nuveen Maryland Quality Municipal Income Fund (“Maryland Municipal”), Nuveen Minnesota Quality Municipal Income Fund (“Minnesota Municipal”), Nuveen Missouri Quality Municipal Income Fund (“Missouri Municipal”), Nuveen Mortgage and Income Fund (“Mortgage & Income”), Nuveen Multi-Market Income Fund (“Multi-Market Income”), Nuveen Municipal Credit Opportunities Fund (“Municipal Credit Opportunities”), Nuveen NASDAQ 100 Dynamic Overwrite Fund (“NASDAQ Dynamic Overwrite”), Nuveen Preferred & Income Opportunities Fund (“Preferred & Income Opportunities”), Nuveen Preferred & Income Securities Fund (“Preferred & Income Securities”), Nuveen Preferred and Income Term Fund (“Preferred & Income Term”), Nuveen Preferred and Income 2022 Term Fund (“Preferred & Income 2022”), Nuveen Real Asset Income and Growth Fund (“Real Asset”), Nuveen Real Estate Income Fund (“Real Estate Income”), Nuveen S&P 500 Buy-Write Income Fund (“S&P Buy-Write”), Nuveen S&P 500 Dynamic Overwrite Fund (“S&P Dynamic Overwrite”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Short Duration Credit Opportunities Fund (“Short Duration”), Nuveen Tax-Advantaged Dividend Growth Fund (“Tax-Advantaged Dividend”), Nuveen Tax-Advantaged Total Return Strategy Fund (“Tax-Advantaged Return”) and Nuveen Virginia Quality Municipal Income Fund (“Virginia Municipal”), each a Massachusetts business trust (each, a “Fund” and collectively, the “Funds”), will be held in the offices of Nuveen, 333 West Wacker Drive, Chicago, Illinois, on Tuesday, April 6, 2021, at 1:00 p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), for the following purposes and to transact such other business, if any, as may properly come before the Annual Meeting.

Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, we will be hosting this year’s Annual Meeting as a completely virtual meeting of shareholders, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/285265545 at the meeting date and time described in the accompanying Joint Proxy Statement. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is NUV2021. If your shares are held through an intermediary, you will need to register for the Annual Meeting at least three (3) business days prior to the Annual Meeting. Instructions for registering are set forth in the enclosed Joint Proxy Statement. There is no physical location for the Annual Meeting.

Matters to Be Voted on by Shareholders:

1.	To elect Members to the Board of Trustees (each a “Board” and each Trustee a “Board Member”) of each Fund as outlined below:

For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, to elect four (4) Board Members.

two (2) Class III Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and

ii)

two (2) Board Members to be elected by the holders of Preferred Shares only, voting separately as a single class.

For each Fund (except Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), to elect three (3) Class III Board Members.

2.	To transact such other business as may properly come before the Annual Meeting.

Shareholders of record at the close of business on January 29, 2021 are entitled to notice of and to vote at the Annual Meeting.

While all shareholders are cordially invited to attend the virtual Annual Meeting, we encourage you to vote your shares promptly, whether or not you plan to attend the virtual Annual Meeting in order to avoid delay and additional expense and to assure that your shares are represented. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.

Mark L. Winget

Vice President and Secretary

Joint Proxy Statement

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

March 4, 2021

This Joint Proxy Statement is first being mailed to shareholders on or about March 8, 2021.

Nuveen Core Equity Alpha Fund (JCE)

Nuveen Corporate Income 2023 Target Term Fund (JHAA)

Nuveen Corporate Income November 2021 Target Term Fund (JHB)

Nuveen Credit Opportunities 2022 Target Term Fund (JCO)

Nuveen Credit Strategies Income Fund (JQC)

Nuveen Diversified Dividend and Income Fund (JDD)

Nuveen Dow 30^SM Dynamic Overwrite Fund (DIAX)

Nuveen Emerging Markets Debt 2022 Target Term Fund (JEMD)

Nuveen Floating Rate Income Fund (JFR)

Nuveen Floating Rate Income Opportunity Fund (JRO)

Nuveen Georgia Quality Municipal Income Fund (NKG)

Nuveen Intermediate Duration Municipal Term Fund (NID)

Nuveen Intermediate Duration Quality Municipal Term Fund (NIQ)

Nuveen Maryland Quality Municipal Income Fund (NMY)

Nuveen Minnesota Quality Municipal Income Fund (NMS)

Nuveen Missouri Quality Municipal Income Fund (NOM)

Nuveen Mortgage and Income Fund (JLS)

Nuveen Multi-Market Income Fund (JMM)

Nuveen Municipal Credit Opportunities Fund (NMCO)

Nuveen NASDAQ 100 Dynamic Overwrite Fund (QQQX)

Nuveen Preferred & Income Opportunities Fund (JPC)

Nuveen Preferred & Income Securities Fund (JPS)

Nuveen Preferred and Income Term Fund (JPI)

Nuveen Preferred and Income 2022 Term Fund (JPT)

Nuveen Real Asset Income and Growth Fund (JRI)

Nuveen Real Estate Income Fund (JRS)

Nuveen S&P 500 Buy-Write Income Fund (BXMX)

Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)

Nuveen Senior Income Fund (NSL)

Nuveen Short Duration Credit Opportunities Fund (JSD)

Nuveen Tax-Advantaged Dividend Growth Fund (JTD)

Nuveen Tax-Advantaged Total Return Strategy Fund (JTA)

Nuveen Virginia Quality Municipal Income Fund (NPV)

General Information

This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (each a “Board” and collectively, the “Boards,” and each Trustee, a “Board Member” and collectively, the “Board Members”) of each of Nuveen Core Equity Alpha Fund (“Core Equity Alpha”), Nuveen Corporate Income 2023 Target Term Fund (“Corporate Income 2023”), Nuveen Corporate Income November 2021 Target Term Fund (“Corporate Income 2021”), Nuveen Credit Opportunities 2022 Target Term Fund (“Credit Opportunities 2022”), Nuveen Credit Strategies Income Fund (“Credit Strategies”), Nuveen Diversified Dividend and Income Fund (“Diversified Dividend”), Nuveen Dow 30^SM Dynamic Overwrite Fund (“Dow Dynamic Overwrite”), Nuveen Emerging Markets Debt 2022 Target Term Fund (“Emerging Markets Debt”), Nuveen Floating Rate Income Fund (“Floating Rate Income”), Nuveen Floating Rate Income Opportunity Fund (“Floating Rate Opportunity”), Nuveen Georgia Quality Municipal Income Fund (“Georgia Municipal”), Nuveen Intermediate Duration Municipal Term Fund (“Intermediate Duration”), Nuveen Intermediate Duration Quality Municipal Term Fund (“Intermediate Duration Quality”), Nuveen Maryland Quality Municipal Income Fund (“Maryland Municipal”), Nuveen Minnesota Quality Municipal Income Fund (“Minnesota Municipal”), Nuveen Missouri Quality Municipal Income Fund (“Missouri Municipal”), Nuveen Mortgage and Income Fund (“Mortgage & Income”), Nuveen Multi-Market Income Fund (“Multi-Market Income”), Nuveen Municipal Credit Opportunities Fund (“Municipal Credit Opportunities”), Nuveen NASDAQ 100 Dynamic Overwrite Fund (“NASDAQ Dynamic Overwrite”), Nuveen Preferred & Income Opportunities Fund (“Preferred & Income Opportunities”), Nuveen Preferred & Income Securities Fund (“Preferred & Income Securities”), Nuveen Preferred and Income Term Fund (“Preferred & Income Term”), Nuveen Preferred and Income 2022 Term Fund (“Preferred & Income 2022”), Nuveen Real Asset Income and Growth Fund (“Real Asset”), Nuveen Real Estate Income Fund (“Real Estate Income”), Nuveen S&P 500 Buy-Write Income Fund (“S&P Buy-Write”), Nuveen S&P 500 Dynamic Overwrite Fund (“S&P Dynamic Overwrite”), Nuveen Senior Income Fund (“Senior Income”), Nuveen Short Duration Credit Opportunities Fund (“Short Duration”), Nuveen Tax-Advantaged Dividend Growth Fund (“Tax-Advantaged Dividend”), Nuveen Tax-Advantaged Total Return Strategy Fund (“Tax-Advantaged Return”) and Nuveen Virginia Quality Municipal Income Fund (“Virginia Municipal”), each a Massachusetts business trust (each, a “Fund” and collectively, the “Funds”), of proxies to be voted at the Annual Meeting of Shareholders to be held in the offices of Nuveen, 333 West Wacker Drive, Chicago, Illinois, on Tuesday, April 6, 2021 at 1:00 p.m., Central time (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”), and at any and all adjournments thereof.

Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, the Annual Meeting will be held in a virtual meeting format only, which will be conducted online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/285265545 at the meeting date and time. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is NUV2021. There is no physical location for the Annual Meeting.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, three (3) business days prior to the meeting date. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by emailing an image of your legal proxy to shareholdermeetings@computershare.com.

On the matters coming before each Annual Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a properly executed proxy is returned and no choice is specified, the shares will be voted FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders of a Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the virtual Annual Meeting and voting at the Annual Meeting. A prior proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

The Board of each Fund has determined that the use of this Joint Proxy Statement for each Annual Meeting is in the best interest of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders.

The following table indicates which shareholders are solicited with respect to each matter:


Matter		Common Shares	Preferred Shares⁽¹⁾
1(a)(i)	For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, election of two (2) Class III Board Members by all shareholders.	X	X
1(a)(ii)	For Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal, election of two (2) Board Members by holders of Preferred Shares only.	N/A	X


Matter		Common Shares	Preferred Shares⁽¹⁾
1(b)	For each Fund (except Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), election of three (3) Class III Board Members by all shareholders.	X	N/A

(1)

Adjustable Rate MuniFund Term Preferred Shares (“AMTP Shares”) for Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal and Minnesota Municipal; MuniFund Preferred Shares (“MFP Shares”) for Missouri Municipal and Municipal Credit Opportunities; Taxable Fund Preferred Shares (“TFP Shares”) for Floating Rate Income, Floating Rate Opportunity, Senior Income and Short Duration; and Variable Rate Demand Preferred Shares (“VRDP Shares”) for Virginia Municipal are collectively referred to herein as “Preferred Shares.”

A quorum of shareholders is required to take action at each Annual Meeting. A majority of the shares entitled to vote at each Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Annual Meeting, except that for the election of the two Board Member nominees by holders of Preferred Shares (for Floating Rate Income, Floating Rate Opportunity, Georgia Municipal, Intermediate Duration, Intermediate Duration Quality, Maryland Municipal, Minnesota Municipal, Missouri Municipal, Municipal Credit Opportunities, Senior Income, Short Duration and Virginia Municipal), 33¹/₃% of the Preferred Shares entitled to vote and represented in person (virtually) or by proxy will constitute a quorum. Votes cast by proxy or in person (virtually) at each Annual Meeting will be tabulated by the inspectors of election appointed for that Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. The proposal described in this Joint Proxy Statement is considered a “routine” matter, and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms on the proposal in the discretion of such broker-dealer firms.

Pursuant to Rule 452 of the New York Stock Exchange (“NYSE”), certain Preferred Shares held in “street name” as to which voting instructions have not been received from the beneficial owners or persons entitled to vote as of one business day before the Annual Meeting, or, if adjourned, one business day before the day to which the Annual Meeting is adjourned, and that would otherwise be treated as “broker non-votes,” may be voted by the broker on the proposal in the same proportion as the votes cast by all holders of Preferred Shares as a class who have voted on the proposal. Rule 452 permits proportionate voting of Preferred Shares with respect to a particular item if, among other things, (i) a minimum of 30% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares with respect to such item, (ii) less than 10% of the Preferred Shares or shares of a series of Preferred Shares outstanding has been voted by the holders of such shares against such item and (iii) for any proposal as to which holders of Common Shares and Preferred Shares vote as a single class, holders of Common Shares approve the proposal. For the

purpose of meeting the 30% test, abstentions will be treated as shares “voted” and, for the purpose of meeting the 10% test, abstentions will not be treated as shares “voted” against the item. Rule 452 proportionate voting applies only to certain auction rate and remarketed preferred securities. AMTP Shares are not remarketed, thus the proportionate voting provisions of Rule 452 do not apply to these shares. The proportionate voting provisions of Rule 452 may apply to MFP Shares and TFP Shares depending on their mode. The proportionate voting provisions of Rule 452 may apply to VRDP Shares depending on whether such shares are being remarketed during their current rate period. For the proposal described in this Joint Proxy Statement, the Funds do not expect that Rule 452 will apply to any series of Preferred Shares based on the current mode or rate period, as applicable, of the Preferred Shares. The terms and conditions of each series of Preferred Shares, as well as the rights and privileges of each mode, if any, are set forth in the Statement Establishing and Designating the Rights and Preferences for each series of Preferred Shares, and any supplement or appendix thereto.

Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

For each Fund, because the number of persons nominated for election as Board Members in accordance with the Fund’s By-Laws equals the number of Board Members to be elected, the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares present and entitled to vote at the Annual Meeting will be required to elect each Board Member of that Fund. For example, if there are three nominees for election to the Board and three Board Members to be elected, a vote by plurality means the three nominees with the highest number of affirmative votes, regardless of the votes withheld for the nominees, will be elected. Because the election of Board Members in this case does not require that a minimum percentage of a Fund’s outstanding Common Shares be voted in favor of any nominee, assuming the presence of a quorum, abstentions and broker non-votes will have no effect on the outcome of the election of that Fund’s Board Members by holders of Common Shares.

Those persons who were shareholders of record at the close of business on January 29, 2021 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional vote held. As of January 29, 2021, the shares of the Funds were issued and outstanding as follows:

Fund

Ticker Symbol⁽¹⁾

Common Shares

Preferred Shares

Core Equity Alpha

JCE

16,029,281

N/A

Corporate Income 2023

JHAA

7,825,459

N/A

Corporate Income 2021

JHB

55,900,049

N/A

Credit Opportunities 2022

JCO

27,750,492

N/A

Credit Strategies

JQC

135,609,290

N/A

Diversified Dividend

JDD

19,668,517

N/A

Dow Dynamic Overwrite

DIAX

36,366,914

N/A