Nuveen Tax-Advantaged Total Return Strategy 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 811-21471
Nuveen Tax-Advantaged Total Return Strategy 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)
Kevin J. McCarthy
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
 
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 917-7700
Date of fiscal year end: December 31
Date of reporting period: June 30, 2008
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. SS. 3507.
 
 

 


 

 
ITEM 1. REPORTS TO SHAREHOLDERS
       
Semi-Annual
Report
June 30, 2008
    Nuveen Investments
Closed-End Funds
 
     
COVER PHOTO  




NUVEEN
TAX-ADVANTAGED
TOTAL RETURN
STRATEGY FUND
JTA








 
Opportunities for Capital Appreciation and Tax-Advantaged
Distributions from a Portfolio of Value Equities and Senior Loans
 
       
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Chairman’s
LETTER TO SHAREHOLDERS
 

             
(ROBERT P. BREMNER PHOTO)     ï Robert P. Bremner            ï            Chairman of the Board
Dear Fellow Shareholders:
 
I’d like to use my initial letter to you to accomplish several things. First, I want to report that after fourteen years of service on your Fund’s Board, including the last twelve as chairman, Tim Schwertfeger retired from the Board in June. The Board has elected me to replace him as the chairman, the first time this role has been filled by someone who is not an employee of Nuveen Investments. Electing an independent chairman marks a significant milestone in the management of your Fund, and it aligns us with what is now considered a “best practice” in the fund industry. Further, it demonstrates the independence with which your Board has always acted on your behalf.
 
Following Tim will not be easy. During my eleven previous years on the Nuveen Fund Board, I found that Tim always set a very high standard by combining insightful industry and market knowledge and sound, clear judgment. While the Board will miss his wise counsel, I am certain we will retain the primary commitment Tim shared with all of us — an unceasing dedication to creating and retaining value for Nuveen Fund shareholders. This focus on value over time is a touchstone that I and all the other Board members will continue to use when making decisions on your behalf.
 
Second, I also want to report that we are very fortunate to be welcoming two new Board members to our team. John Amboian, the current chairman and CEO of Nuveen Investments, has agreed to replace Tim as Nuveen’s representative on the Board. John’s presence will allow the independent Board members to benefit not only from his leadership role at Nuveen but also his broad understanding of the fund industry and Nuveen’s role within it. We also are adding Terry Toth as an independent director. A former CEO of the Northern Trust Company’s asset management group, Terry will bring extensive experience in the fund industry to our deliberations.
 
Third, on behalf of the entire Board, I would like to acknowledge the effort the whole Nuveen organization is making to resolve the auction rate preferred share situation in a satisfactory manner. As you know, we are actively pursuing a number of possible solutions, all with the goal of providing liquidity for preferred shareholders while preserving the potential benefits of leverage for common shareholders. We appreciate the patience you have shown as we’ve worked through the many details involved.
 
Finally, I urge you to take the time to review the Portfolio Managers’ Comments, the Common Share Distribution and Share Price Information, and the Performance Overview sections of this report. All of us are grateful that you have chosen Nuveen Investments as a partner as you pursue your financial goals, and, on behalf of myself and the other members of your Fund’s Board, let me say we look forward to continuing to earn your trust in the months and years ahead.
 
Sincerely,
 
(ROBERT P. BREMNER SIG)
Robert P. Bremner
Chairman of the Board
August 22, 2008


 

 
 Portfolio Managers’ COMMENTS
 

 
       
Nuveen Investments Closed-End Funds
    JTA
 
 
The Fund features management by two affiliates of Nuveen Investments. The Fund’s investments in dividend-paying common and preferred stocks are managed by NWQ Investment Management Company, LLC (NWQ), while the Fund’s investments in senior corporate loans and other debt instruments are managed by Symphony Asset Management, LLC (Symphony).
 
Jon Bosse, Chief Investment Officer of NWQ, leads the Fund’s management team at that firm. He has more than 22 years of corporate finance and investment management experience.
 
The Symphony team is led by Gunther Stein and Lenny Mason, who have more than 25 years of combined investment management experience, much of it in evaluating and purchasing senior corporate loans and other high-yield debt.
 
Here Jon, Gunther and Lenny talk about general market conditions, their management strategies and the performance of the Fund for the six-month period ended June 30, 2008.
 
WHAT KEY STRATEGIES WERE USED TO MANAGE THE FUND DURING THIS REPORTING PERIOD?
 
For the equity portion of the Fund’s portfolio, we continued to employ an opportunistic, bottom-up strategy that focused on identifying undervalued companies possessing favorable risk/reward characteristics as well as emerging catalysts that can unlock value or improve profitability. These catalysts included management changes, restructuring efforts, recognition of hidden assets, or a positive change in the underlying fundamentals. We also focused on downside protection, and paid a great deal of attention to a company’s balance sheet and cash flow statement, not just the income statement. We believed that cash flow analysis offers a more objective and truer picture of a company’s financial position than an evaluation based on earnings alone.
 
During this challenging period, our bias was to tread lightly in the financial sector with an underweight position relative to the index. While we made some adjustments to our financial holdings, we did not drastically alter the size of our positions. The Fund’s investments within the financial sector continued to be diversified with the bulk of the holdings seemingly well-capitalized. In March, we trimmed our stakes in Bank of America Corporation and JPMorgan Chase & Co., and eliminated IndyMac Bancorp in early May. We had hoped that IndyMac would be able to raise capital, either through equity issuance or by selling certain assets. However, as it became more evident that the company’s options for raising capital were greatly diminished, we eliminated the position. (On July 11, 2008, after the close of this reporting

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

4


 

period, IndyMac Bancorp filed for bankruptcy protection.) We also established new positions in Genworth Financial Inc. and Korean Steelmaker POSCO in addition to adding to and trimming several existing positions.
 
For the senior loan portion of the Fund, we continued to use fundamental analysis to select loans that we believed offered strong asset coverage and attractive risk-adjusted returns. During this period, we avoided many loans issued by autos and homebuilders, companies that generally require a confident U.S. consumer and healthy U.S. economy to perform well. We also avoided many smaller loans that were done to finance leveraged buyouts. We didn’t believe there was sufficient value in these loans to compensate for the potential illiquidity and volatility if the earnings of the companies issuing loans remained challenged.
 
Although the loan portfolios suffered as a result of a broad-based sell-off, the market dislocation also provided an opportunity to buy loans in good companies with strong covenants at attractive prices. We focused on adding quality senior loans to the portfolio, which often were priced at a discount to par and were structured with strong covenant protection. We also continued to avoid the vast majority of second lien loans. Similar to smaller loans, we didn’t believe that second lien loans offered sufficient additional yield to compensate investors for potentially increased volatility and lower recovery rates.
 
Past performance does not guarantee future results. Current performance may be higher or lower than the data shown.
 
Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. For additional information, see the individual Performance Overview for the Fund in this report.
 
1 The comparative benchmark designed to reflect the portfolio composition of JTA is calculated by combining: 1) 56% of the return of the Russell 3000 Value Index, which measures the performance of those Russell 3000 Index companies with lower price-to book ratios and lower forecasted growth values, 2) 16% of the return of the MSCI EAFE ex-Japan Value Index, a capitalization weighted index that selects the lower 50% of the price-to-book ranked value stocks traded in the developed markets of Europe, Asia and the Far East, excluding Japan, 3) 8% of the return of the Merrill Lynch 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) 20% of the return of the CSFB Leveraged Loan Index, which consists of approximately $150 billion of tradable term loans with at least one year to maturity and rated BBB or lower. Index returns are not leveraged, and do not include the effects of any sales charges or management fees. It is not possible to invest directly in an index.
 
HOW DID THE FUND PERFORM OVER THIS SIX-MONTH PERIOD?
 
The performance of JTA, as well as a comparative benchmark, is presented in the accompanying table.
 
Cumulative Total Returns on Common Share Net Asset Value
For the six months ended 6/30/08
 
         
 
JTA
    -19.62%  
Comparative Benchmark1     -10.67%  
 
For the six-month period ended June 30, 2008 the net asset value of the Fund underperformed its comparative benchmark. One of the key factors in the performance of the Fund, relative to that of the unleveraged benchmark, was the Fund’s use of financial leverage. Although leveraging provides opportunities for additional income and total returns for common shareholders, it can also expose shareholders to additional risk — especially when market conditions are unfavorable. As in most other areas of the financial markets, there was a steep decrease in prices among many real estate securities during this period. The impact of these valuation changes within the Fund’s portfolio was magnified by the use of leverage. However, we firmly believe that the use of this leverage strategy should work to the benefit of the Fund’s common shareholders over the long term.
 
For the equity portion of the portfolio, ongoing disruptions in the capital markets contributed to declines in our financial sector holdings. These stocks were battered by concerns of increased credit losses and write-downs, struggles in accessing the capital markets, and rumors regarding the continued viability of some companies. There also were concerns that existing shareholders would be diluted as these companies raised additional capital. While finding downside protection in the financial sector was extremely difficult, this environment also meant

5


 

that many well-capitalized firms with the staying power to survive and prosper sometimes were trading at extremely compelling valuations.
 
The markets’ concerns and fears were not concentrated solely on the financial sector. We also witnessed steep declines in consumer cyclical stocks such as traditional retailers and autos — areas where we did not have significant exposure. We did have some consumer discretionary sector exposure with our investments in CBS Corporation, Gannett Company Inc., and Newell Rubbermaid Inc. Shares of Motorola Inc. also performed poorly during the period, in part because of problems within their handset division. Following the tremendous success of their innovative RAZR cell phones, delays in new product introductions have contributed to lackluster sales and lost market share. We believe that new management is addressing the company’s challenges and we remain positive on the holding.
 
Looking at the Fund’s preferred stock holdings, risk premiums increased as the extent of the sub-prime market problems became clearer and several financial firms, including Lehman Brothers and Bear Stearns, became distressed. In addition, many firms issued new preferred securities, which in turn forced a general re-pricing of existing issues. The Fund’s finance and investment, brokerage and banking sectors holdings generally hurt overall performance during this period. The best performing sectors were basic industries, energy and insurance. The portfolio was positioned conservatively during the period with an underweight in financials and an overweight in industrials and utilities.
 
Another factor weighing in on overall Fund performance was the senior loan portfolio. We saw relatively strong results from our Tribune Company and Alltel positions.
 
RECENT DEVELOPMENTS IN THE AUCTION RATE PREFERRED SECURITIES (ARPS) MARKETS
 
Beginning in February 2008, more shares for sale were submitted in the regularly scheduled auctions for the preferred shares issued by the Fund than there were offers to buy. This meant that these auctions “failed to clear” and that many or all auction preferred shareholders who wanted to sell their shares in these auctions were unable to do so. This decline in liquidity in auction preferred shares did not lower the credit quality of these shares, and auction preferred shareholders unable to sell their shares received distributions at the “maximum rate” applicable to failed auctions as calculated in accordance with the pre-established terms of the auction preferred shares. As approved by the Fund’s Board of Trustees, on April 28, 2008, the Fund redeemed all $78 million of its outstanding FundNotes at liquidation value. Proceeds for the redemption were provided through a prime brokerage facility with a major bank.
 
For current, up-to-date information, please visit the Nuveen CEF Auction Rate Preferred Resource Center at: http://www.nuveen.com/ResourceCenter/AuctionRatePreferred.aspx.

6


 

 
Common Share
 
Distribution and Share Price
INFORMATION
 

 
We are providing you with information regarding your Fund’s distributions. This information is as of June 30, 2008, and likely will vary over time based on the Fund’s investment activities and portfolio investment changes.
 
The Fund employs financial leverage through the issuance of FundPreferred shares, as well as through bank borrowings. Financial leverage provides the potential for higher earnings (net investment income), total returns and distributions over time, but — as noted earlier — also increases the variability of common shareholders’ net asset per share in response to changing market conditions. Over the reporting period, the impact of financial leverage on the Fund’s net asset value per share contributed positively to the income return and detracted from the price return. The overall impact of financial leverage detracted from the Fund’s total return.
 
The Fund has a managed distribution program. The goal of a 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 are likely to include a portion of expected long-term gains (both realized and unrealized), along with net investment income.
 
Important points to understand about the managed distribution program 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 distributions is expected to be paid from some or all of the following sources:
 
  •  net investment income (regular interest and dividends),
 
  •  realized capital gains, 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

7


 

periods over the life of your investment (previous or subsequent) when the Fund’s total return exceeds distributions.
 
•  Because distribution source estimates are updated during the year based on the Fund’s performance and forecast for its current fiscal year (which is the calendar year for the Fund), these estimates may differ from both the tax information reported to you in your Fund’s IRS Form 1099 statement provided at year end, as well as the ultimate economic sources of distributions over the life of your investment.
 
The following table provides estimated information regarding the Fund’s common share distributions and total return performance for the six months ended June 30, 2008. The distribution information is presented on a tax basis rather than on a generally accepted accounting principles (GAAP) basis. This information is intended to help you better understand whether the Fund’s returns for the specified time period was sufficient to meet the Fund’s distributions.
 
 
2 The Fund elected to retain a portion of its realized long-term capital gains for the tax years ended December 31, 2007 and December 31, 2006, and pay required federal corporate income taxes on these amounts. As reported on Form 2439, Common shareholders on record date must include their pro-rata share of these gains on their applicable federal tax returns, and are entitled to take offsetting tax credits, for their pro-rata share of the taxes paid by the Fund. The total returns “Including retained gain tax credit/refund” include the economic benefit to Common shareholders on record date of these tax credits/refunds.
 
         
 As of 6/30/08 (Common Shares)   JTA  
Inception date
    1/27/04  
Six months ended June 30, 2008:
       
Per share distribution:
       
From net investment income
    $0.28  
From realized capital gains
     
From return of capital
    0.73  
         
Total per share distribution
    $1.01  
         
         
Distribution rate on NAV
    5.63%  
         
Annualized total returns:
       
Excluding retained gain tax credit/refund2:
       
Six-Month (Cumulative) on NAV
    -19.62%  
1-Year on NAV
    -26.27%  
Since inception on NAV
    5.70%  
         
Including retained gain tax credit/refund2:
       
Six-Month (Cumulative) on NAV
    N/A  
1-Year on NAV
    -25.48%  
Since inception on NAV
    6.34%  
 
 
COMMON SHARE REPURCHASES AND SHARE PRICE INFORMATION
 
The Board of Directors/Trustees for each of Nuveen’s 120 closed-end funds approved a program, effective August 7, 2008, under which each fund may repurchase up to 10% of its common shares.
 
As of June 30, 2008, the Fund was trading at a -9.47% discount to its common share NAV, compared with the average discount of -8.19% for the entire six-month period.

8


 

     
Fund Snapshot    
Common Share Price   $16.25
     
Common Share Net Asset Value   $17.95
     
Premium/(Discount) to NAV   -9.47%
     
Current Distribution Rate1   12.49%
     
Net Assets Applicable to
Common Shares ($000)
  $250,531
     
 
     
Industries
   
(as a % of total investments)    
Oil, Gas & Consumable Fuels   9.0%
     
Diversified Telecommunication Services   8.0%
     
Media   6.3%
     
Pharmaceuticals   6.1%
     
Electric Utilities   5.8%
     
Insurance   5.5%
     
Tobacco   5.2%
     
Aerospace & Defense   5.0%
     
Commercial Banks   5.0%
     
Commercial Services & Supplies   4.6%
     
Capital Markets   2.9%
     
U.S. Agency   2.9%
     
Household Products   2.7%
     
Paper & Forest Products   2.4%
     
Health Care Providers & Services   2.1%
     
Communications Equipment   2.0%
     
Hotels, Restaurants & Leisure   1.9%
     
Short-Term Investments   3.9%
     
Other   18.7%
     
 
       
JTA
Performance
OVERVIEW
    Nuveen Tax-Advantaged
Total Return
Strategy Fund
               as of June 30, 2008
 
 
Portfolio Allocation (as a % of total investments)
 
(PIE CHART)
2007-2008 Distributions Per Share
 
     
 
Countries
   
(as a % of total investments)    
United States   80.7%
     
United Kingdom   4.4%
     
South Korea   4.3%
     
France   3.6%
     
Italy   3.4%
     
Other   3.6%
     
 
               
Average Annual
Total Return
(Inception 1/27/04)
    On Share
   
    Price   On NAV
6-Month
(Cumulative)
    -21.07 %     -19.62%
               
1-Year     -32.27 %     -26.27%
               
Since
Inception
    2.74 %     5.70%
               
 
               
Average Annual
Total Return2
(Including retained gain
tax credit/refund)
    On Share
   
    Price   On NAV
6-Month
(Cumulative)
    N/A       N/A
               
1-Year     -31.48 %     -25.48%
               
Since
Inception
    3.42 %     6.34%
               
 
(GRAPH)
Share Price Performance—Weekly Closing Price
 
(GRAPH)
 
Current Distribution Rate is based on the Fund’s current annualized quarterly distribution divided by the Fund’s current market price. The Fund’s quarterly distributions to its shareholders may be comprised of ordinary income, net realized capital gains and, if at the end of the calendar year the Fund’s cumulative net ordinary income and net realized gains are less than the amount of the Fund’s distributions, a return of capital for tax purposes.
 
As previously explained in the Common Share Distribution and Share Price Information Section of this report, the Fund elected to retain a portion of its realized long-term capital gains for the tax years ended December 31, 2007 and December 31, 2006, and pay required federal corporate income taxes on these amounts. These standardized total returns include the economic benefit to Common shareholders of record of this tax credit/refund.
 

9


 

 
Shareholder Meeting Report
 
The Annual Meeting of Shareholders was held in the offices of Nuveen Investments on June 30, 2008.
 
         
    JTA
Approval of the Board Members was reached as follows:        
    Common and
   
    FundPreferred
  FundPreferred
    shares voting
  shares voting
    together
  together
    as a class   as a class
John P. Amboian
       
For
  12,378,192  
Withhold
  248,129  
 
Total
  12,626,321  
 
William C. Hunter
       
For
    1,521
Withhold
    189
 
Total
    1,710
 
David J. Kundert
       
For
  12,377,549  
Withhold
  248,772  
 
Total
  12,626,321  
 
William J. Schneider
       
For
    1,521
Withhold
    189
 
Total
    1,710
 
Terence J. Toth
       
For
  12,380,918  
Withhold
  245,403  
 
Total
  12,626,321  
 

10


 

 
     
     
  JTA
  Nuveen Tax-Advantaged Total Return Strategy Fund
Portfolio of INVESTMENTS
                                                                                                    June 30, 2008 (Unaudited)
 
                                           
Shares     Description (1)                     Value   
        Common Stocks – 104.8% (65.1% of Total Investments)
        Aerospace & Defense – 6.9%
  81,300    
Lockheed Martin Corporation
                          $ 8,021,058    
  166,700    
Raytheon Company
                            9,381,876    
                                           
       
Total Aerospace & Defense
                            17,402,934    
        Capital Markets – 3.8%
  276,500    
JPMorgan Chase & Co. 
                            9,486,715    
        Commercial Banks – 3.2%
  155,500    
Wachovia Corporation
                            2,414,915    
  240,000    
Wells Fargo & Company
                            5,700,000    
                                           
       
Total Commercial Banks
                            8,114,915    
        Commercial Services & Supplies – 5.6%
  410,500    
Pitney Bowes Inc. 
                            13,998,050    
        Communications Equipment – 3.2%
  1,093,800    
Motorola, Inc. 
                            8,028,492    
        Containers & Packaging – 1.7%
  201,800    
Packaging Corp. of America
                            4,340,718    
        Diversified Financial Services – 1.5%
  229,000    
Citigroup Inc. 
                            3,838,040    
        Diversified Telecommunication Services – 11.3%
  244,600    
AT&T Inc. 
                            8,240,574    
  343,000    
KT Corporation, Sponsored ADR
                            7,312,760    
  235,000    
Telecom Italia S.p.A., Sponsored ADR
                            3,788,200    
  256,500    
Verizon Communications Inc. 
                            9,080,100    
                                           
       
Total Diversified Telecommunication Services
                            28,421,634    
        Electric Utilities – 3.9%
  95,300    
EDP – Energias de Portugal, S.A., Sponsored ADR
            4,977,462    
  323,000    
Korea Electric Power Corporation, Sponsored ADR
            4,693,190    
                                           
       
Total Electric Utilities
                            9,670,652    
        Food Products – 1.3%
  114,806    
Kraft Foods Inc. 
                            3,266,231    
        Household Durables – 2.1%
  307,000    
Newell Rubbermaid Inc. 
                            5,154,530    
        Household Products – 3.8%
  160,000    
Kimberly-Clark Corporation
                            9,564,800    
        Industrial Conglomerates – 3.0%
  278,600    
General Electric Company
                            7,435,834    
        Insurance – 7.2%
  247,400    
Genworth Financial Inc., Class A
                            4,406,194    
  210,600    
Hartford Financial Services Group, Inc. 
                            13,598,442    
                                           
       
Total Insurance
                            18,004,636    
        Machinery – 2.2%
  75,000    
Caterpillar Inc. 
                            5,536,500    
                                           
                                           

11


 

                                           
Shares     Description (1)                     Value   
        Media – 3.0%
  200,000    
CBS Corporation, Class B
                          $ 3,898,000    
  168,100    
Gannett Company Inc. 
                            3,642,727    
                                           
       
Total Media
                            7,540,727    
        Metals & Mining – 2.1%
  41,000    
POSCO, ADR
                            5,320,980    
        Multi-Utilities – 2.0%
  180,000    
United Utilities PLC, Sponsored ADR
                            4,918,500    
        Oil, Gas & Consumable Fuels – 14.4%
  80,000    
Chevron Corporation
                            7,930,400    
  113,400    
ConocoPhillips
                            10,703,826    
  132,500    
Eni S.p.A., Sponsored ADR
                            9,835,475    
  90,000    
Total S.A., Sponsored ADR
                            7,674,300    
                                           
       
Total Oil, Gas & Consumable Fuels
                            36,144,001    
        Paper & Forest Products – 3.1%
  220,000    
International Paper Company
                            5,126,000    
  270,200    
Stora Enso Oyj, Sponsored ADR
                            2,537,259    
                                           
       
Total Paper & Forest Products
                            7,663,259    
        Pharmaceuticals – 8.2%
  175,000    
GlaxoSmithKline PLC, ADR
                            7,738,500    
  341,200    
Pfizer Inc. 
                            5,960,764    
  206,000    
Sanofi-Aventis, ADR
                            6,845,380    
                                           
       
Total Pharmaceuticals
                            20,544,644    
        Road & Rail – 1.4%
  46,000    
Union Pacific Corporation
                            3,473,000    
        Thrifts & Mortgage Finance – 1.5%
  191,700    
Federal National Mortgage Association
                            3,740,067    
        Tobacco – 8.4%
  165,900    
Altria Group, Inc. 
                            3,410,904    
  134,900    
Lorillard Inc. 
                            9,329,684    
  165,900    
Philip Morris International
                            8,193,801    
                                           
       
Total Tobacco
                            20,934,389    
                                           
       
Total Common Stocks (cost $260,323,554)
            262,544,248    
                           
Shares     Description (1)   Coupon           Ratings (2)     Value   
        $25 Par (or similar) Preferred Securities – 16.3% (10.2% of Total Investments)
        Capital Markets – 0.9%
  30,000    
Deutsche Bank Capital Funding Trust V
    8.050%               Aa3     $ 718,200    
  1,000,000    
JP Morgan Chase & Company
    7.900%               A1       940,430    
  30,000    
Lehman Brothers Holdings
    7.950%               BBB+       610,500    
                                           
       
Total Capital Markets
                            2,269,130    
                                           
        Commercial Banks – 4.7%
  25,000    
Banco Santander Finance
    6.800%               Aa3       549,000    
  75,000    
Banco Santander Finance
    6.500%               A+       1,582,500    
  50,000    
Bank of America Corporation
    8.200%               A+       1,240,500    
  36,200    
Bank of America Corporation, Series D
    6.204%               A+       724,000    
  25,000    
Barclays Bank PLC
    8.125%               Aa3       614,750    
  50,000    
Barclays Bank PLC
    6.625%               Aa3       976,000    
  40,000    
Credit Suisse
    7.900%               A       984,000    
  19,200    
HSBC Holdings PLC
    6.200%               A1       395,712    
  63,200    
HSBC USA Inc.
    6.500%               A       1,298,760    
  40,000    
Royal Bank of Scotland Group PLC, Series M
    6.400%               A1       716,000    
  40,000    
Royal Bank of Scotland Group PLC, Series N
    6.350%               A1       721,600    
  20,000    
Royal Bank of Scotland Group PLC
    6.600%               Aa3       372,400    
  75,000    
Wachovia Corporation
    8.000%               A       1,681,500    
                                           
       
Total Commercial Banks
                            11,856,722    
                                           
                                           

12


 

                                           
Shares     Description (1)   Coupon           Ratings (2)     Value   
        Diversified Financial Services – 1.2%
  60,000    
Citigroup Inc., Series AA
    8.125%               A     $ 1,344,000    
  500,000    
Citigroup Inc.
    8.400%               A       475,930    
  25,000    
ING Group N.V.
    7.200%               A1       538,250    
  12,200    
ING Group N.V.
    7.050%               A       255,834    
  15,000    
ING Group N.V.
    6.125%               A       267,000    
                                           
       
Total Diversified Financial Services
                            2,881,014    
        Electric Utilities – 3.6%
  38,900    
Alabama Power Company, Series A
    5.300%               BBB+       853,855    
  50,000    
Alabama Power Company
    5.625%               BBB+       1,085,940    
  8,600    
Consolidated Edison Company of New York Inc.
    5.000%               A3       765,056    
  40,000    
Georgia Power Company
    6.125%               Baa1       987,800    
  5,000    
Gulf Power Company
    6.450%               BBB+       460,367    
  34,700    
Interstate Power and Light Company
    7.100%               Baa2       879,645    
  36,400    
Mississippi Power Company
    5.250%               A3       846,300    
  65,000    
PPL Electric Utilities Corporation
    6.250%               BBB       1,541,722    
  10,000    
Southern California Edison Company, Series C
    6.000%               Baa2       974,688    
  5,000    
Southern California Edison Company
    6.125%               Baa2       485,625    
                                           
       
Total Electric Utilities
                            8,880,998    
        Insurance – 1.3%
  31,900    
Aegon N.V. 
    6.375%               A–       545,490    
  22,800    
Arch Capital Group Limited
    8.000%               BBB–       531,012    
  50,000    
Endurance Specialty Holdings Limited
    7.750%               BBB–       1,030,000    
  30,000    
Prudential PLC
    6.750%               A–       573,000    
  30,000    
Prudential PLC
    6.500%               A–       555,000    
                                           
       
Total Insurance
                            3,234,502    
        U.S. Agency – 4.6%
  74,600    
Federal Home Loan Mortgage Corporation
    8.375%               AA–       1,812,780    
  25,000    
Federal Home Loan Mortgage Corporation
    5.570%               AA–       449,750    
  40,000    
Federal Home Loan Mortgage Corporation
    6.550%               AA–       786,000    
  25,000    
Federal Home Loan Mortgage Corporation
    6.420%               AA–       992,250    
  18,400    
Federal Home Loan Mortgage Corporation
    6.000%               AA–       654,120    
  20,000    
Federal Home Loan Mortgage Corporation
    5.700%               AA–       670,000    
  52,300    
Federal Home Loan Mortgage Corporation
    5.660%               AA–       930,940    
  28,700    
Federal Home Loan Mortgage Corporation
    5.000%               AA–       883,673    
  50,000    
Federal National Mortgage Association
    8.250%               AAA       1,201,000    
  75,000    
Federal National Mortgage Association
    8.250%               AA–       1,721,250    
  20,000    
Federal National Mortgage Association
    6.750%               AA–       426,000    
  15,000    
Federal National Mortgage Association
    5.500%               AA–       528,750    
  19,800    
Federal National Mortgage Association
    5.125%               AA–       628,650    
                                           
       
Total U.S. Agency
                            11,685,163    
                                           
       
Total $25 Par (or similar) Preferred Securities (cost $47,710,809)
                            40,807,529    
                                           
          Weighted
                   
Principal
        Average
                   
Amount (000)     Description (1)   Coupon     Maturity (4)     Ratings (2)     Value   
        Variable Rate Senior Loan Interests – 33.5% (20.8% of Total Investments) (3)
        Aerospace & Defense – 1.1%
$ 777    
Hexcel Corporation, Term Loan B
    4.504%       3/01/12       BB+     $ 765,673    
  1,582    
Vought Aircraft Industries, Inc., Term Loan
    4.990%       12/22/11       Ba3       1,539,931    
  364    
Vought Aircraft Industries, Inc., Tranche B, Letter of Credit
    4.953%       12/22/10       Ba3       347,727    
                                           
  2,723    
Total Aerospace & Defense
                            2,653,331    
                                           
        Building Products – 0.3%
  780    
Armstrong World Industries, Inc., Tranche B, Term Loan
    4.233%       10/02/13       BBB–       757,634    
        Chemicals – 1.1%
  986    
Georgia Gulf Corporation, Term Loan B
    4.950%       10/03/13       Ba3       951,858    
  1,940    
Rockwood Specialties Group, Inc., Term Loan E
    4.399%       7/30/12       BB+       1,873,486    
                                           
  2,926    
Total Chemicals
                            2,825,344    
                                           
                                           

13


 

                                           
          Weighted
                   
Principal
        Average
                   
Amount (000)     Description (1)   Coupon     Maturity (4)     Ratings (2)     Value   
        Commercial Services & Supplies – 1.8%
$ 682    
Allied Waste North America, Inc., Letter of Credit
    4.109%       3/28/14       BBB–     $ 675,704    
  1,134    
Allied Waste North America, Inc., Term Loan B
    4.268%       3/28/14       BBB–       1,123,816    
  105    
Aramark Corporation, Letter of Credit
    4.875%       1/24/14       BB       99,612    
  1,658    
Aramark Corporation, Term Loan
    4.676%       1/24/14       BB       1,567,961    
  1,097    
Berry Plastics Holding Corporation, Term Loan
    4.784%       4/03/15       BB–       996,121    
                                           
  4,676    
Total Commercial Services & Supplies
                            4,463,214    
        Containers & Packaging – 1.1%
  1,910    
Graham Packaging Company, L.P., Term Loan
    4.982%       10/07/11       B+       1,838,667    
  175    
Smurfit-Stone Container Corporation, Deposit-Funded Commitment
    4.684%       11/01/10       BB       170,027    
  196    
Smurfit-Stone Container Corporation, Term Loan B
    4.637%       11/01/11       BB       190,621    
  372    
Smurfit-Stone Container Corporation, Term Loan C
    4.644%       11/01/11       BB       362,096    
  117    
Smurfit-Stone Container Corporation, Tranche C-1
    4.500%       11/01/11       BB       113,643    
                                           
  2,770    
Total Containers & Packaging
                            2,675,054    
        Diversified Consumer Services – 0.8%
  1,970    
Weight Watchers International, Inc., Term Loan B
    4.250%       1/26/14       BB+       1,917,056    
        Diversified Telecommunication Services – 1.5%
  1,985    
Alltel Communications, Inc., Term Loan B3
    5.232%       5/18/15       BB–       1,975,075    
  1,965    
MetroPCS Wireless, Inc., Term Loan
    4.989%       11/03/13       Ba3       1,882,102    
                                           
  3,950    
Total Diversified Telecommunication Services
                            3,857,177    
        Electric Utilities – 1.9%
  1,702    
Dynegy Holdings, Inc., Delayed Term Loan, Letter of Credit
    3.983%       4/02/13       Ba1       1,605,957    
  296    
Dynegy Holdings, Inc., Term Loan
    3.983%       4/02/13       Ba1       278,935    
  1,990    
TXU Corporation, Term Loan B-2
    6.235%       10/10/14       Ba3       1,846,139    
  995    
TXU Corporation, Term Loan B-3
    6.262%       10/10/14       Ba3       922,385    
                                           
  4,983    
Total Electric Utilities
                            4,653,416    
        Electrical Equipment – 0.6%
  1,409    
Sensus Metering Systems, Inc., Term Loan B-1
    4.652%       12/17/10       BB       1,338,261    
  36    
Sensus Metering Systems, Inc., Term Loan B-2
    4.483%       12/17/10       BB       34,489    
                                           
  1,445    
Total Electrical Equipment
                            1,372,750    
        Health Care Equipment & Supplies – 0.8%
  120    
Bausch & Lomb, Inc., Delayed Draw Term Loan, (5)
    4.130%       4/24/15       BB–       116,438    
  796    
Bausch & Lomb, Inc., Term Loan
    5.946%       4/24/15       BB–       781,821    
  995    
Biomet, Inc., Term Loan
    5.801%       3/24/15       BB–       976,815    
                                           
  1,911    
Total Health Care Equipment & Supplies
                            1,875,074    
        Health Care Providers & Services – 3.4%
  96    
Community Health Systems, Inc., Delayed Draw, Term Loan, (5) (6)
    1.000%       7/25/14       BB       (5,364 )  
  1,872    
Community Health Systems, Inc., First Lien Term Loan
    4.859%       7/25/14       BB       1,767,406    
  1,317    
DaVita, Inc., Term Loan B-1
    4.084%       10/05/12       BB+       1,267,809    
  1,970    
HCA, Inc., Term Loan
    5.051%       11/18/13       BB       1,852,940    
  464    
IASIS Healthcare LLC, Delayed Draw, Term Loan
    4.483%       3/14/14       Ba2       440,833    
  124    
IASIS Healthcare LLC, Letter of Credit
    2.371%       3/14/14       Ba2       117,555    
  1,341    
IASIS Healthcare LLC, Term Loan
    4.483%       3/14/14       Ba2       1,274,044    
  996    
LifePoint Hospitals, Inc., Term Loan B
    4.274%       4/18/12       BB       972,360    
  978    
Quintiles Transnational Corporation, Term Loan B
    4.810%       3/29/13       BB       946,953    
                                           
  9,158    
Total Health Care Providers & Services
                            8,634,536    
        Hotels, Restaurants & Leisure – 3.1%
  1,955    
24 Hour Fitness Worldwide, Inc., Term Loan B
    5.097%       6/08/12       Ba3       1,847,475    
  769    
CBRL Group, Inc., Term Loan B-1
    4.290%       4/28/13       Ba2       727,540    
  92    
CBRL Group, Inc., Term Loan B-2
    4.290%       4/28/13       BB       87,445    
  1,945    
Penn National Gaming, Inc., Term Loan B
    4.533%       10/03/12       BBB–       1,889,622    
  89    
Travelport LLC, Letter of Credit
    5.051%       8/23/13       BB–       80,498    
  445    
Travelport LLC, Term Loan
    4.733%       8/23/13       BB–       401,185    
  600    
Venetian Casino Resort LLC, Delayed Draw, Term Loan
    4.560%       5/23/14       BB       547,958    
  2,376    
Venetian Casino Resort LLC, Term Loan
    4.550%       5/23/14       BB       2,169,915    
                                           
  8,271    
Total Hotels, Restaurants & Leisure
                            7,751,638    
        Household Products – 0.5%
  1,190    
Solo Cup Company, Term Loan
    6.044%       2/27/11       B       1,170,178    
                                           
                                           

14


 

                                           
          Weighted
                   
Principal
        Average
                   
Amount (000)     Description (1)   Coupon     Maturity (4)     Ratings (2)     Value   
        Independent Power Producers & Energy Traders – 0.5%
$ 469    
NRG Energy Inc., Credit Linked Deposit
    2.701%       2/01/13       Ba1     $ 447,495    
  957    
NRG Energy Inc., Term Loan
    4.301%       2/01/13       Ba1       913,558    
                                           
  1,426    
Total Independent Power Producers & Energy Traders
                            1,361,053    
        Insurance – 0.4%
  1,162    
Conseco, Inc., Term Loan
    4.483%       10/10/13       Ba3       1,014,037    
        IT Services – 1.5%
  1,985    
First Data Corporation, Term Loan B-1
    5.261%       9/24/14       BB–       1,827,193    
  2,032    
SunGard Data Systems, Inc., Term Loan B
    4.508%       2/28/14       BB       1,928,863    
                                           
  4,017    
Total IT Services
                            3,756,056    
        Media – 7.1%
  1,980    
CanWest Mediaworks LP, Term Loan
    4.649%       7/10/15       Ba2       1,866,150    
  1,975    
Cequel Communications LLC, Term Loan B
    4.724%       11/05/13       BB–       1,856,006    
  2,189    
Charter Communications Operating Holdings LLC, Term Loan
    4.900%       3/06/14       B+       1,927,065    
  1,955    
CSC Holdings, Inc., Term Loan
    4.225%       3/29/13       BBB–       1,861,735    
  1,970    
Idearc, Inc., Term Loan
    4.787%       11/17/14       BB       1,580,925    
  973    
Metro-Goldwyn-Mayer Studios, Inc., Term Loan B
    6.051%       4/08/12       N/R       800,648    
  1,965    
Neilsen Finance LLC, Term Loan
    4.734%       8/09/13       Ba3       1,835,883    
  1,980    
Tribune Company, Term Loan B
    5.482%       6/04/14       B       1,497,375    
  933    
Tribune Company, Term Loan X
    5.478%       6/04/09       B       896,389    
  2,000    
Univision Communications, Inc., Term Loan
    5.149%       9/29/14       Ba3       1,651,250    
  2,141    
WMG Acquisition Corporation, Term Loan
    4.704%       2/28/11       BB–       2,031,906    
                                           
  20,061    
Total Media
                            17,805,332    
        Metals & Mining – 0.9%
  1,018    
Amsted Industries, Inc., Delayed Draw Term Loan
    4.791%       4/08/13       BB       997,446    
  1,401    
Amsted Industries, Inc., Term Loan
    4.720%       4/08/13       BB       1,373,099    
                                           
  2,419    
Total Metals & Mining
                            2,370,545    
        Paper & Forest Products – 0.7%
  1,940    
Georgia-Pacific Corporation, Term Loan B
    4.449%       12/21/12       BB+       1,834,865    
        Pharmaceuticals – 1.6%
  2,172    
Mylan Laboratories Inc., Term Loan
    5.750%       10/02/14       BB       2,154,766    
  1,975    
Royalty Pharma Finance Trust, Term Loan
    5.051%       4/16/13       Baa2       1,966,977    
                                           
  4,147    
Total Pharmaceuticals
                            4,121,743    
        Real Estate Management & Development – 0.4%
  1,320    
LNR Property Corporation, Term Loan B
    6.030%       7/12/11       BB       1,109,625    
        Road & Rail – 0.6%
  1,767    
Swift Transportation Company, Inc., Term Loan
    6.125%       5/10/14       B+       1,425,000    
        Specialty Retail – 0.6%
  1,500    
TRU 2005 RE Holding Co., LLC, Term Loan
    5.459%       12/08/08       B3       1,415,625    
        Textiles, Apparel & Luxury Goods – 0.5%
  1,395    
HBI Branded Apparel Limited, Inc., Term Loan
    4.638%       9/05/13       BB+       1,352,368    
        Trading Companies & Distributors – 0.7%
  922    
Ashtead Group Public Limited Company, Term Loan
    4.500%       8/31/11       BB+       875,900    
  196    
Brenntag Holdings GMBH & Co. KG, Acquisition Facility
    5.794%       1/20/14       B+       184,580    
  804    
Brenntag Holdings GMBH & Co. KG, Facility B2
    5.794%       1/20/14       B+       755,418    
                                           
  1,922    
Total Trading Companies & Distributors
                            1,815,898    
                                           
$ 89,829    
Total Variable Rate Senior Loan Interests (cost $89,379,674)
            83,988,549    
                                           
                                           
                                           

15


 

                                           
Principal
                             
Amount (000)     Description (1)   Coupon     Maturity           Value   
        Short-Term Investments – 6.4% (3.9% of Total Investments)
$ 15,923    
Repurchase Agreement with Fixed Income Clearing Corporation, dated 6/30/08, repurchase price $15,923,514, collateralized by $16,400,000 U.S. Treasury Bills, 0.000%, due 12/11/08, value $16,244,200
    1.350%       7/01/08             $ 15,922,917    
                                           
       
Total Short-Term Investments (cost $15,922,917)
    15,922,917    
                                           
       
Total Investments (cost $413,336,954) – 161.0%
    403,263,243    
                                           
       
Borrowings – (41.5)% (7), (8)
    (104,000,000 )  
                                           
       
Other Assets Less Liabilities – (1.5)%
    (3,732,354 )  
                                           
       
FundPreferred Shares, at Liquidation Value – (18.0)% (7)
    (45,000,000 )  
                                           
       
Net Assets Applicable to Common Shares – 100%
  $ 250,530,889    
                                           
 
     
(1)
  All percentages shown in the Portfolio of Investments are based on net assets applicable to Common shares unless otherwise noted.
(2)
  Ratings: Using the higher of Standard & Poor’s Group (“Standard & Poor’s”) or Moody’s Investor Service, Inc. (“Moody’s”) rating. Ratings below BBB by Standard & Poor’s or Baa by Moody’s are considered to be below investment grade.
(3)
  Senior Loans generally pay interest at rates which are periodically adjusted by reference to a base short-term, floating lending rate plus an assigned fixed rate. These floating lending rates are generally (i) the lending rate referenced by the London Inter-Bank Offered Rate (“LIBOR”), or (ii) the prime rate offered by one or more major United States banks.
    Senior Loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval from the Agent Bank and/or Borrower prior to the disposition of a Senior Loan.
(4)
  Senior Loans generally are subject to mandatory and/or optional prepayment. Because of these mandatory prepayment conditions and because there may be significant economic incentives for a Borrower to prepay, prepayments of Senior Loans may occur. As a result, the actual remaining maturity of Senior Loans held may be substantially less than the stated maturities shown.
(5)
  Position or portion of position represents an unfunded Senior Loan commitment outstanding at June 30, 2008.
(6)
  Negative value represents unrealized depreciation on Senior Loan commitment outstanding at June 30, 2008.
(7)
  Borrowings and FundPreferred Shares, at Liquidation Value as a percentage of total investments are (25.8)% and (11.2)%, respectively.
(8)
  The Fund may pledge up to 100% of its eligible securities in the Portfolio of Investment as collateral for Borrowings.
N/R
  Not rated.
144A
  Investment is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These investments may only be resold in transactions exempt from registration which are normally those transactions with qualified institutional buyers.
ADR
  American Depositary Receipt.
See accompanying notes to financial statements.

16


 

     
     
    Statement of
ASSETS & LIABILITIES
                                                                                               June 30, 2008 (Unaudited)
 
         
Assets
       
Investments, at value (cost $413,336,954)
  $ 403,263,243  
Receivables:
       
Dividends
    1,119,458  
Interest
    587,236  
Investments sold
    409,937  
Reclaims
    198,067  
Deferred borrowing costs
    92,633  
Other assets
    26,074  
         
Total assets
    405,696,648  
         
Liabilities
       
Borrowings
    104,000,000  
Accrued expenses:
       
Management fees
    195,128  
Interest on borrowings
    240,021  
Other
    114,074  
Common share dividends payable
    5,592,313  
FundPreferred share dividends payable
    24,223  
         
Total liabilities
    110,165,759  
         
FundPreferred shares, at liquidation value
    45,000,000  
         
Net assets applicable to Common shares
  $ 250,530,889  
         
Common shares outstanding
    13,958,267  
         
Net asset value per Common share outstanding (net assets applicable to
Common shares, divided by Common shares outstanding)
  $ 17.95  
         
         
Net assets applicable to Common shares consist of:
       
         
Common shares, $.01 par value per share
  $ 139,583  
Paid-in surplus
    279,959,701  
Undistributed (Over-distribution of) net investment income
    (10,422,746 )
Accumulated net realized gain (loss) from investments
    (9,071,938 )
Net unrealized appreciation (depreciation) of investments
    (10,073,711 )
         
Net assets applicable to Common shares
  $ 250,530,889  
         
Authorized shares:
       
Common
    Unlimited  
FundPreferred
    Unlimited  
         
 
See accompanying notes to financial statements.

17


 

     
     
    Statement of
OPERATIONS
 
Six Months Ended June 30, 2008 (Unaudited)
 
         
Investment Income
       
Dividends (net of foreign tax withheld of $251,708)
  $ 7,070,226  
Interest
    3,141,695  
         
Total investment income
    10,211,921  
         
Expenses
       
Management fees
    1,945,385  
FundNotes interest expense and amortization of borrowing costs
    2,672,495  
FundNotes and FundPreferred shares – auction fees
    118,811  
FundNotes and FundPreferred shares – dividend disbursing agent fees
    6,214  
Shareholders’ servicing agent fees and expenses
    500  
Interest expense on borrowings and amortization of borrowing costs
    1,021,407  
Custodian’s fees and expenses
    75,245  
Trustees’ fees and expenses
    4,004  
Professional fees
    6,108  
Shareholders’ reports – printing and mailing expenses
    54,122  
Stock exchange listing fees
    4,707  
Investor relations expense
    35,048  
Other expenses
    12,441  
         
Total expenses before custodian fee credit and expense reimbursement
    5,956,487  
Custodian fee credit
    (786 )
Expense reimbursement
    (702,908 )
         
Net expenses
    5,252,793  
         
Net investment income
    4,959,128  
         
Realized and Unrealized Gain (Loss)
       
Net realized gain (loss) from investments
    (6,225,402 )
Change in net unrealized appreciation (depreciation) of investments
    (61,674,359 )
         
Net realized and unrealized gain (loss)
    (67,899,761 )
         
Distributions to FundPreferred Shareholders
       
From and in excess of net investment income
    (917,493 )
         
         
Decrease in net assets applicable to Common shares from distributions to FundPreferred shareholders
    (917,493 )
         
Net increase (decrease) in net assets applicable to Common shares from operations
  $ (63,858,126 )
         
 
See accompanying notes to financial statements.

18


 

     
     
    Statement of
CHANGES in NET ASSETS (Unaudited)
 
                 
    Six Months
     
    Ended
    Year Ended
    6/30/08     12/31/07
Operations
               
Net investment income
  $ 4,959,128     $ 12,502,412  
Net realized gain (loss) from investments (net of federal corporate income taxes of $0 and $2,900,000 respectively, on long-term capital gains retained)
    (6,225,402 )     20,234,467  
Change in net unrealized appreciation (depreciation) of investments
    (61,674,359 )     (37,324,738 )
Distributions to FundPreferred shareholders:
               
From and in excess of net investment income
    (917,493 )      
From net investment income
          643,144  
From accumulated net realized gains
          (1,511,526 )
                 
Net increase (decrease) in net assets applicable to Common shares from operations
    (63,858,126 )     (6,742,529 )
                 
Distributions to Common Shareholders
               
From and in excess of net investment income
    (14,167,641 )      
From net investment income
          (11,433,362 )
From accumulated net realized gains
          (15,815,168 )
                 
Decrease in net assets applicable to Common shares from distributions to Common shareholders
    (14,167,641 )     (27,258,530 )
                 
Capital Share Transactions
               
Net proceeds from Common shares issued to shareholders due to reinvestment of distributions
          1,817,508  
                 
Net increase (decrease) in net assets applicable to Common shares from capital share transactions
          1,817,508  
                 
Net increase (decrease) in net assets applicable to Common shares
    (78,025,767 )     (32,183,551 )
Net assets applicable to Common shares at the beginning of period
    328,556,656       360,740,207  
                 
Net assets applicable to Common shares at the end of period
  $ 250,530,889     $ 328,556,656  
                 
Undistributed (Over-distribution of) net investment income at the end of period
  $ (10,422,746 )   $ (296,740 )
                 
 
See accompanying notes to financial statements.

19


 

     
     
    Statement of
CASH FLOWS
                                                                                       Six Months Ended June 30, 2008 (Unaudited)
 
         
Cash Flows from Operating Activities:
       
Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations
  $ (63,858,126 )
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
    (40,166,272 )
Proceeds from sales and maturities of investments
    51,682,327  
Proceeds from (Purchases of) short-term investments, net
    1,793,208  
Amortization (Accretion) of premiums and discounts, net
    (12,544 )
(Increase) Decrease in receivable for dividends
    (67,990 )
(Increase) Decrease in receivable for interest
    302,690  
(Increase) Decrease in receivable for investments sold
    839,354  
(Increase) Decrease in receivable for reclaims
    (63,331 )
(Increase) Decrease in other assets
    528  
Increase (Decrease) in payable for investments purchased
    (641,334 )
Increase (Decrease) in payable for federal corporate income tax
    (2,900,000 )
Increase (Decrease) in accrued management fees
    (41,894 )
Increase (Decrease) in accrued interest on borrowings
    (495,500 )
Increase (Decrease) in accrued other liabilities
    2,058  
Increase (Decrease) in FundNotes interest payable
    (46,947 )
Increase (Decrease) in FundPreferred share dividends payable
    (8,139 )
Net realized (gain) loss from investments
    6,225,402  
Net realized (gain) loss from paydowns
    (167,783 )
Change in net unrealized (appreciation) depreciation of investments
    61,674,359  
         
Net cash provided by (used in) operating activities
    14,050,066  
         
Cash Flows from Financing Activities:
       
Increase (Decrease) in borrowings, net
    71,000,000  
Cash distributions paid to Common shareholders
    (8,575,328 )
Increase (Decrease) in FundNotes
    (78,000,000 )
(Increase) Decrease in deferred borrowing costs
    (92,633 )
(Increase) Decrease in deferred FundNotes borrowing costs
    1,617,895  
         
Net cash provided by (used in) financing activities
    (14,050,066 )
         
Net Increase (Decrease) in Cash
     
Cash at the beginning of period
     
         
Cash at the End of Period
  $  
         
 
Supplemental Disclosure of Cash Flow Information
 
Cash paid for interest on borrowings (excluding amortization of borrowing costs) during the six months ended June 30, 2008, was $1,440,640.
 
Cash paid for federal corporate income taxes during the six months ended June 30, 2008, was $2,900,000.
 
Cash paid for interest on FundNotes (excluding amortization of FundNotes borrowing costs) during the six months ended June 30, 2008, was $1,101,547.
 
See accompanying notes to financial statements.

20


 

 
     
     
    Notes to
FINANCIAL STATEMENTS (Unaudited)
 
1.  General Information and Significant Accounting Policies
Nuveen Tax-Advantaged Total Return Strategy Fund (the “Fund”) is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s Common shares are listed on the New York Stock Exchange and trade under the ticker symbol “JTA.” The Fund was organized as a Massachusetts business trust on October 1, 2003.
 
The Fund seeks to provide a high level of after-tax total return consisting primarily of tax-advantaged dividend income and capital appreciation by investing primarily in a portfolio of dividend-paying common stocks that the Fund believes at the time of investment are eligible to pay dividends that qualify for favorable federal income taxation at rates applicable to long-term capital gains (“tax-advantaged dividends”). The Fund will also invest to a more limited extent in preferred securities that are eligible to pay tax-advantaged dividends, as well as senior loans (both secured and unsecured), domestic corporate bonds, notes and debentures, convertible debt securities, and other similar types of corporate instruments, including high-yield debt securities, that are not eligible to pay tax-advantaged dividends.
 
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements in accordance with U.S. generally accepted accounting principles.
 
Investment Valuation
Exchange-listed securities are generally valued at the last sales price on the securities exchange on which such securities are primarily traded. Securities traded on a securities exchange for which there are no transactions on a given day or securities not listed on a securities exchange are valued at the mean of the closing bid and asked prices. Securities traded on Nasdaq are valued at the Nasdaq Official Closing Price. The prices of fixed-income securities and senior loans are generally provided by an independent pricing service approved by the Fund’s Board of Trustees. When price quotes are not readily available, the pricing service or, in the absence of a pricing service for a particular investment, the Board of Trustees of the Fund, or its designee, may establish fair value using a wide variety of market data including yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor’s credit characteristics considered relevant by the pricing service or the Board of Trustees’ designee. If the pricing service is unable to supply a price for an investment or derivative instrument the Fund may use market quotes provided by major broker/dealers is such investments. If it is determined that the market price for an investment is unavailable or inappropriate, the Board of Trustees of the Fund, or its designee, may establish fair value in accordance with procedures established in good faith by the Board of Trustees. Short-term investments are valued at amortized cost, which approximates market value.
 
The senior loans in which the Fund invests are not listed on an organized exchange and the secondary market for such investments may be less liquid relative to markets for other fixed-income securities. Consequently, the value of senior loans, determined as described above, may differ significantly from the value that would have been determined had there been an active market for that senior loan.
 
Investment Transactions
Investment transactions are recorded on a trade date basis. Trade date for senior loans purchased in the “primary market” is considered the date on which the loan allocations are determined. Trade date for senior loans purchased in the “secondary market” is the date on which the transaction is entered into. Realized gains and losses from investment transactions are determined on the specific identification method. Investments purchased on a when-issued/delayed delivery basis may have extended settlement periods. Any investments so purchased are subject to market fluctuation during this period. The Fund has instructed the custodian to segregate assets with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments. At June 30, 2008, the Fund had no such outstanding purchase commitments.
 
Investment Income
Dividend income is recorded on the ex-dividend date or, for foreign securities, when information is available. Interest income, which includes the amortization of premiums and accretion of discounts for financial reporting purposes, is recorded on an accrual basis. Interest income also includes paydown gains and losses and fee income, if any. Fee income consists primarily of amendment fees. Amendment fees are earned as compensation for evaluating and accepting changes to an original senior loan agreement and are recognized when received.

21


 

 
     
     
    Notes to
FINANCIAL STATEMENTS (continued) (Unaudited)

 
Income Taxes
The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. The Fund intends to distribute substantially all of its investment company taxable income to shareholders. 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. During the tax year ended December 31, 2007, the Fund retained $8,285,714 of realized long-term capital gains and accrued a provision for federal corporate income taxes of $2,900,000, the net of which has been reclassified to Paid-in surplus.
 
Effective June 29, 2007, the Fund adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the affirmative evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether it is “more-likely-than-not,” (i.e., a greater than 50-percent likelihood) of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold may result in a tax expense in the current year.
 
Implementation of FIN 48 required management of the Fund to analyze all open tax years, as defined by the status of limitations, for all major jurisdictions, which includes federal and certain states. 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). The Fund has no examinations in progress.
 
For all open tax years and all major taxing jurisdictions through the end of the reporting period, management of the Fund has reviewed all tax positions taken or expected to be taken in the preparation of the Fund’s tax returns and concluded the adoption of FIN 48 resulted in no impact to the Fund’s net assets or results of operations as of and during the six months ended June 30, 2008.
 
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.
 
Dividends and Distributions to Common Shareholders
Distributions to Common shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal corporate income tax regulations, which may differ from U.S. generally accepted accounting principles.
 
The Fund makes quarterly cash distributions to Common shareholders of a stated dollar amount per share. Subject to approval and oversight by the Fund’s Board of Trustees, 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 from net unrealized gains, if any, would be distributed from the Fund’s assets and would be treated by shareholders as a non-taxable distribution for tax purposes. In the event that total distributions during a calendar year exceed the Fund’s total return on net asset value, the difference will be treated as a return of capital for tax purposes and will reduce net asset value per share. If the Fund’s total return on net asset value exceeds total distributions during a calendar year, the excess will be reflected as an increase in net asset value per share. The final determination of the source and character of all distributions for the fiscal year are made after the end of the fiscal year and are reflected in the financial statements contained in the annual report as of December 31 each year.
 
The distributions made by the Fund to its shareholders during the six months ended June 30, 2008, are provisionally classified as being “From and in excess of net investment income”, and those distributions will be classified as being from net investment income, net realized capital gains and/or a return of capital for tax purposes after the fiscal year end, based upon the income type breakdown information conveyed at the time by the REITs whose securities are held in the Fund’s portfolio. For purposes of calculating “Undistributed (Over-distribution of) net investment income” as of June 30, 2008, the distribution amounts provisionally classified as “From and in excess of net investment income” were treated as being entirely from net investment income. Consequently, the financial statements at June 30, 2008, reflect an over-distribution of net investment income.
 
FundNotes
During the period January 1, 2008 through April 28, 2008, the Fund had issued and outstanding 3,120 Series F FundNotes, $25,000 stated value per share, that matured on April 24, 2034. The interest rate paid by the Fund was determined every seven

22


 

days, pursuant to a dutch auction process overseen by the auction agent, and was payable at the end of each rate period. During the period January 1, 2008 through April 9, 2008, the average daily balance of FundNotes was $51,000,000 with an average annualized interest rate (including amortization of the FundNotes borrowing costs) of 5.54%. On April 28, 2008, the Fund redeemed all $78 million of its outstanding FundNotes at liquidation value.
 
FundPreferred Shares
The Fund has issued and outstanding 1,800 Series W FundPreferred shares, $25,000 stated value per share, as a means of effecting financial leverage. The dividend rate paid by the Fund is determined every seven days, pursuant to a dutch auction process overseen by the auction agent, and is payable at the end of each rate period.
 
Beginning in February 2008, more shares for sale were submitted in the regularly scheduled auctions for the FundPreferred shares issued by the Fund than there were offers to buy. This meant that these auctions “failed to clear,” and that many FundPreferred shareholders who wanted to sell their shares in these auctions were unable to do so. FundPreferred shareholders unable to sell their shares received distributions at the “maximum rate” applicable to failed auctions as calculated in accordance with the pre-established terms of the FundPreferred shares.
 
These developments generally do not affect the management or investment policies of the Fund. However, one implication of these auction failures for Common shareholders is that the Fund’s cost of leverage will likely be higher, at least temporarily, than it otherwise would have been had the auctions continued to be successful. As a result, the Fund’s future Common share earnings may be lower than they otherwise would have been.
 
Derivative Financial Instruments
The Fund is authorized to invest in derivative financial instruments or other transactions for the purpose of hedging the portfolio’s exposure to common stock risk, high yield credit risk, foreign currency exchange risk and the risk of increases in interest rates. Although the Fund is authorized to invest in such financial instruments, and may do so in the future, it did not invest in any such instruments during the six months ended June 30, 2008.
 
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 seller defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.
 
Custodian Fee Credit
The Fund has an arrangement with the custodian bank whereby certain custodian fees and expenses are reduced by net credits earned on the Fund’s cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments. Credits for cash balances may be offset by charges for any days on which the Fund overdraws its account at the custodian bank.
 
Borrowing Costs
Costs incurred by the Fund in connection with its borrowing of FundNotes were recorded as a deferred charge amortizing over the FundNotes’ 30 year life. Upon the Fund’s redemption of its outstanding FundNotes, the Fund recognized as an expense all remaining deferred borrowing costs. Such borrowing costs recognized by the Fund are included with “FundNotes interest expense and amortization of borrowing costs” on the Statement of Operations.
 
Costs incurred by the Fund in connection with structuring its revolving credit agreement are recorded as a deferred charge which are being amortized over the 30 year life of the borrowings and included with “Interest expense on borrowings and amortization of borrowing costs” on the Statement of Operations.
 
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.
 
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets applicable to Common shares from operations during the reporting period. Actual results may differ from those estimates.

23


 

 
     
     
    Notes to
FINANCIAL STATEMENTS (continued) (Unaudited)

 
2.  Fair Value Measurements
During the current fiscal period, the Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. In determining the value of the Fund’s investments various inputs are used. These inputs are summarized in the three broad levels listed below:
 
Level 1 — Quoted prices in active markets for identical securities.
 
  Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
 
  Level 3 — Significant unobservable inputs (including management’s assumptions in determining the fair value of investments).
 
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
 
The following is a summary of the Fund’s fair value measurements as of June 30, 2008:
 
                                 
    Level 1     Level 2     Level 3     Total  
Investments
  $ 299,636,271     $ 103,626,972     $     $ 403,263,243  
                                 
 
3.  Fund Shares
Transactions in Common shares were as follows:
 
                 
    Six Months
    Year
 
    Ended
    Ended
 
    6/30/08     12/31/07  
Common shares issued to shareholders due to reinvestment of distributions
          70,333  
                 
 
During the six months ended June 30, 2008, the Fund redeemed all 3,120 shares of its outstanding FundNotes. The Fund did not engage in transactions of its shares of FundNotes during the fiscal year ended December 31, 2007.
 
4.  Investment Transactions
Purchases and sales (including maturities but excluding short-term investments) during the six months ended June 30, 2008, were as follows:
 
         
 
 
Purchases:
       
Investment securities
    $38,916,272  
U.S. Government and agency obligations
    1,250,000  
         
Sales and maturities:
       
Investment securities
    44,475,350  
U.S. Government and agency obligations
    7,206,977  
         
 
5.  Income Tax Information
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 treatment of paydown gains and losses, recognition of premium amortization and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts on the Statement of Assets and Liabilities presented in the annual report, based on their federal tax basis treatment; temporary differences do not require reclassification. Temporary and permanent differences do not impact the net asset value of the Fund.
 
At June 30, 2008, the cost of investments was $419,126,957.
 
Gross unrealized appreciation and gross unrealized depreciation of investments at June 30, 2008, were as follows:
 
           
Gross unrealized:
         
Appreciation
  $ 53,263,115    
Depreciation
    (69,126,829 )  
 
Net unrealized appreciation (depreciation) of investments
  $ (15,863,714 )  
           

24


 

 
     
     
    Notes to
FINANCIAL STATEMENTS (continued) (Unaudited)

 
The tax components of undistributed net ordinary income and net long-term capital gains at December 31, 2007, the Fund’s last tax year end, were as follows:
 
         
Undistributed net ordinary income *
  $  
Undistributed net long-term capital gains
    2,902,935  
         
Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any.
 
The tax character of distributions paid during the Fund’s last tax year ended December 31, 2007, was designated for purposes of the dividends paid deduction as follows:
 
         
Distributions from net ordinary income *
    $12,075,600  
Distributions from net long-term capital gains
    17,326,694  
         
 *   Net ordinary income consists of net taxable income derived from dividends, interest, and net short-term capital gains, if any.
 
6.  Management Fees and Other Transactions with Affiliates
The Fund’s management fee is separated into two components – a complex-level component, based on the aggregate amount of all fund assets managed by Nuveen Asset Management (the “Adviser”), a wholly owned subsidiary of Nuveen Investments, Inc. (“Nuveen”), and a specific fund-level component, based only on the amount of assets within the Fund. This pricing structure enables Nuveen fund shareholders to benefit from growth in the assets within each individual fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
 
The annual fund-level fee, payable monthly, is based upon the average daily Managed Assets of the Fund as follows:
 
         
Average Daily Managed Assets   Fund-Level Fee Rate
For the first $500 million
    .7000 %
For the next $500 million
    .6750  
For the next $500 million
    .6500  
For the next $500 million
    .6250  
For Managed Assets over $2 billion
    .6000  
         
 
The annual complex-level fee, payable monthly, which is additive to the fund-level fee, for all Nuveen sponsored funds in the U.S., is based on the aggregate amount of total fund assets managed as stated in the table below. As of June 30, 2008, the complex level fee rate was .1868%.
 
The complex-level fee schedule is as follows:
 
         
Complex-Level Asset Breakpoint Level (1)   Effective Rate at Breakpoint Level
$55 billion
    .2000 %
$56 billion
    .1996  
$57 billion
    .1989  
$60 billion
    .1961  
$63 billion
    .1931  
$66 billion
    .1900  
$71 billion
    .1851  
$76 billion
    .1806  
$80 billion
    .1773  
$91 billion
    .1691  
$125 billion
    .1599  
$200 billion
    .1505  
$250 billion
    .1469  
$300 billion
    .1445  
         
(1)  The complex-level fee component of the management fee for the funds is calculated based upon the aggregate Managed Assets (“Managed Assets” means the average daily net assets of each fund including assets attributable to preferred stock issued by or borrowings by the Nuveen funds) of Nuveen-sponsored funds in the U.S.
 
The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Adviser has entered into Sub-Advisory Agreements with NWQ Investment Management Company, LLC (“NWQ”) and Symphony Asset Management, LLC (“Symphony”). Nuveen owns a controlling interest in NWQ while key management of NWQ owns a non-controlling minority interest. Symphony is an indirect wholly owned subsidiary of Nuveen. NWQ manages the portion of the Fund’s investment portfolio allocated to dividend-paying common stocks including American Depositary Receipts

25


 

 
     
     
    Notes to
FINANCIAL STATEMENTS (continued) (Unaudited)

(“ADRs”). Symphony manages the portion of the Fund’s investment portfolio allocated to senior loans and other debt instruments. NWQ and Symphony are compensated for their services to the Fund from the management fee paid to the Adviser.
 
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 Board of Trustees has adopted a deferred compensation plan for independent Trustees that enables Trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen advised funds. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of select Nuveen advised funds.
 
For the first eight years of the Fund’s operations, the Adviser has agreed to reimburse the Fund, as a percentage of average daily Managed Assets, for fees and expenses in the amounts and for the time periods set forth below:
 
                     
Year Ending
      Year Ending
   
January 31,       January 31,    
2004 *
    .32 %   2009     .32 %
2005
    .32     2010     .24  
2006
    .32     2011     .16  
2007
    .32     2012     .08  
2008
    .32              
                     
From the commencement of operations.
 
The Adviser has not agreed to reimburse the Fund for any portion of its fees and expenses beyond January 31, 2012.
 
7.  Senior Loan Commitments
Unfunded Commitments
Pursuant to the terms of certain of the variable rate senior loan agreements, the Fund may have unfunded senior loan commitments. The Fund will maintain with its custodian, cash, liquid securities and/or liquid senior loans having an aggregate value at least equal to the amount of unfunded senior loan commitments. At June 30, 2008, the Fund had unfunded senior loan commitments of $175,770.
 
Participation Commitments
With respect to the senior loans held in the Fund’s portfolio, the Fund may: 1) invest in assignments; 2) act as a participant in primary lending syndicates; or 3) invest in participations. If the Fund purchases a participation of a senior loan interest, the Fund would typically enter into a contractual agreement with the lender or other third party selling the participation, rather than directly with the Borrower. As such, the Fund not only assumes the credit risk of the Borrower, but also that of the Selling Participant or other persons interpositioned between the Fund and the Borrower. At June 30, 2008, there were no such outstanding participation commitments.
 
8.  Borrowing Arrangements
Revolving Credit Agreement
On August 2, 2006, the Fund entered into a $33 million revolving credit agreement ($33 million maximum) with CITIBANK, N.A. For the period January 1, 2008 through April 7, 2008, the Fund had borrowed the full $33 million allowed, and on April 8, 2008, paid down the entire borrowing. For the six months ended June 30, 2008, the average daily balance outstanding and average annualized interest rate on these borrowings were $17,950,550 and 5.22%, respectively.
 
Refinancings
On April 8, 2008, the Fund paid down its $33 million revolving credit agreement described in the aforementioned paragraph using $13 million available cash and liquidity from the Fund’s custodian bank in the amount of $20 million. On April 9, 2008, the Fund entered into a $104 million prime brokerage facility with Bank of America. On April 9, 2008, the Fund utilized $78 million of the facility with Bank of America to redeem at par its $78 million outstanding auction rate FundNotes. On April 29, 2008, the Fund utilized an additional $26 million of the facility with Bank of America to repay its custodian bank the $20 million. The remaining balance was used by the Fund for investment in portfolio securities. For the six months ended June 30, 2008, the average daily balance outstanding and average annualized interest rate on these borrowings were $44,571,429 and 2.09%, respectively.
 
Interest expense incurred on these refinancings is recognized as “Interest expense on borrowings and amortization of borrowing costs”, on the Statement of Operations.

26


 

9.  New Accounting Pronouncement
Financial Accounting Standards Board Statement of Financial Accounting Standards No. 161
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” This standard is intended to enhance financial statement disclosures for derivative instruments and hedging activities and enable investors to understand: a) how and why a fund uses derivative instruments, b) how derivative instruments and related hedge items are accounted for, and c) how derivative instruments and related hedge items affect a fund’s financial position, results of operations and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of June 30, 2008, management does not believe the adoption of SFAS No. 161 will impact the financial statement amounts; however, additional footnote disclosures may be required about the use of derivative instruments and hedging items.
 
10.  Subsequent Events
Common Share Repurchases
The Board of Directors/Trustees for each of Nuveen’s 120 closed-end funds approved a program, effective August 7, 2008, under which each fund may repurchase up to 10% of its common shares.

27


 

 
     
     
    Financial
HIGHLIGHTS (Unaudited)
     Selected data for a Common share outstanding throughout each period:
 
                                                                                                 
          Investment Operations     Less Distributions                
                      Distributions
                                  Offering
         
                      from Net
    Distributions
          Net
                Costs
         
    Beginning
          Net
    Investment
    from Capital
          Investment
    Capital
          and
    Ending
   
    Common
          Realized/
    Income to
    Gains to
          Income to
    Gains to
          FundPreferred
    Common
   
    Share
    Net
    Unrealized
    FundPreferred
    FundPreferred
          Common
    Common
          Share
    Share
  Ending
    Net Asset
    Investment
    Gain
    Share-
    Share-
          Share-
    Share-
          Underwriting
    Net Asset
  Market
    Value     Income(a)     (Loss)(b)     holders†     holders†     Total     holders     holders     Total     Discounts     Value   Value
 
Year Ended 12/31:
                                                                                               
2008(e)
    $23.54       $.36       $(4.87 )     $(.07 )****   $       (4.58 )     $(1.01 )****   $     $ (1.01 )   $     $ 17.95     $ 16.25  
2007
    25.98       .90       (1.22 )     (.05 )     (.11 )     (.48 )     (.82 )     (1.14 )     (1.96 )           23.54       21.81  
2006
    22.33       .89       4.48       (.05 )     (.09 )     5.23       (.88 )     (.70 )     (1.58 )     *     25.98       27.09  
2005
    21.54       .83       1.76       (.05 )     (.05 )     2.49       (.78 )     (.91 )     (1.69 )     (.01 )     22.33       21.37  
2004(c)
    19.10       .67       2.69       (.03 )           3.33       (.67 )     (.10 )     (.77 )     (.12 )     21.54       19.35  
 
 
 
                                                                         
    FundNotes at End of Period     FundPreferred Shares at End of Period                    
          Average Market
    Asset
                      Borrowings at End of Period        
    Aggregate
    Value Per
    Coverage Per
    Aggregate
    Liquidation
          Aggregate
             
    Amount
    $25,000 of
    $1,000 of
    Amount
    and Market
    Asset
    Amount
    Asset
       
    Outstanding
    Principal
    Principal
    Outstanding
    Value
    Coverage
    Outstanding
    Coverage
       
    (000)     Amount     Amount     (000)     Per Share     Per Share     (000)     Per $1,000        
         
 
Year Ended 12/31:
                                                                       
2008(e)
  $     $     $     $ 45,000     $ 25,000     $ 164,184     $ 104,000     $ 3,842          
2007
    78,000       25,000       5,789       45,000       25,000       207,531       33,000       14,684          
2006
    78,000       25,000       6,202       45,000       25,000       225,411       33,000       15,659          
2005
    78,000       25,000       5,544       45,000       25,000       196,918                      
2004(c)
    78,000       25,000       5,403       45,000       25,000       190,805                      
         
         
 
(a)  Per share Net Investment Income is calculated using the average daily shares method.
(b)  Net of federal corporate income taxes on long-term capital gains retained by the Fund per share as follows:
 
       
    Long-Term
    Capital Gains
    Retained
Year Ended 12/31:
     
2008(e)
    N/A
2007
  $ 0.21
2006
    .33
2005
    N/A
2004(c)
    N/A
       
(c)  For the period January 27, 2004 (commencement of operations) through December 31, 2004.
(d)  Borrowings interest expense includes amortization of borrowing costs.
(e)  For the six months ended June 30, 2008.

28


 

                                                                 
                Ratios/Supplemental Data
                Ratios to Average
    Ratios to Average
     
                Net Assets Applicable to
    Net Assets Applicable to
     
                Common Shares Before
    Common Shares After
     
    Total Returns           Credit/Reimbursement     Credit/Reimbursement***      
          Based
                                   
          on
                                   
          Common
    Ending Net
                             
    Based
    Share
    Assets
                             
    on
    Net
    Applicable to
          Net
          Net
    Portfolio
    Market
    Asset
    Common
          Investment
          Investment
    Turnover
    Value**     Value**     Shares (000)     Expenses††     Income††     Expenses††     Income††     Rate
 
                                                                 
      (21.07 )%     (19.62 )%     $250,531       4.12 %*****     2.94 %*****     3.63 %*****     3.43 %*****     9 %
      (12.99 )     (2.38 )     328,557       3.10       2.99       2.64       3.45       25  
      35.52       24.19       360,740       2.79       3.28       2.34       3.73       25  
      20.00       11.93       309,452       2.26       3.36       1.81       3.81       26  
      .91       17.18       298,449       1.80 *****     3.30 *****     1.37 *****     3.73 *****     16  
 
 
 
Rounds to less than $.01 per share.
** •  Total Return Based on Market Value is the combination of changes in the market price per share and the effect of reinvested dividend income and reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period takes place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be different from the price used in the calculation. Total returns are not annualized.
 
       Total Return Based on Common Share Net Asset Value is the combination of changes in Common share net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending net asset value. The actual reinvest price for the last dividend declared in the period may often be based on the Fund’s market price (and not its net asset value), and therefore may be different from the price used in the calculation. Total returns are not annualized.
  •  The Fund elected to retain a portion of its realized long-term capital gains for the tax years ended December 31, and pay required federal corporate income taxes on these amounts. As reported on Form 2439, Common shareholders on record date must include their pro-rata share of these gains on their applicable federal tax returns, and are entitled to take offsetting tax credits, for their pro-rata share of the taxes paid by the Fund. The standardized total returns shown above do not include the economic benefit to Common shareholders on record date of these tax credits/refunds. The Fund’s corresponding Total Return Based on Market Value and Common Share Net Asset Value when these benefits are included are as follows:
 
                         
        Total Returns
    Common
      Based on
    Shareholders
  Based on
  Common Share
    of Record on   Market Value   Net Asset Value
 
Tax Year Ended 12/31:
2008(e)
    N/A       N/A       N/A  
2007
    December 31       (12.18 )%     (1.54 )%
2006
    December 29       37.15       25.75  
2005
    N/A       N/A       N/A  
2004(c)
    N/A       N/A       N/A  
 
 
 
***  After custodian fee credit and expense reimbursement, where applicable.
****  Represents distributions paid “From and in excess of net investment income” for the six months ended June 30, 2008.
*****  Annualized.
†   The amounts shown are based on Common share equivalents.
†† •  Ratios do not reflect the effect of dividend payments to FundPreferred shareholders.
     •  Income ratios reflect income earned on assets attributable to FundPreferred shares, FundNotes and borrowings, where applicable.
     •  Each Ratio of Expenses to Average Net Assets Applicable to Common Shares and each Ratio of Net Investment Income to Average Net Assets Applicable to Common Shares includes the effect of the interest expense paid on FundNotes and borrowings as follows:
 
                 
    Ratios of FundNotes Interest Expense to
    Ratios of Borrowings Interest Expense to Average
 
    Average Net Assets Applicable to Common Shares(d)     Net Assets Applicable to Common Shares(d)  
   
Year Ended:
2008(e)
    1.85 %*****     .71 %*****
2007
    1.11       .51  
2006
    1.11       .23 *
2005
    .80        
2004(c)
    .37 *      
 
 
 
N/A  Not applicable for the six months ended June 30, 2008. The Fund did not elect to retain a portion of its realized long-term capital gains prior to tax year ended December 31, 2006.
 
See accompanying notes to the financial statements.

29


 

Annual Investment
Management Agreement
APPROVAL PROCESS
 

 
The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser (including sub-advisers) will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board members, including by a vote of a majority of the board members who are not parties to the advisory agreement or “interested persons” of any parties (the “Independent Board Members”), cast in person at a meeting called for the purpose of considering such approval. In connection with such approvals, the fund’s board members must request and evaluate, and the investment adviser is required to furnish, such information as may be reasonably necessary to evaluate the terms of the advisory agreement. Accordingly, at a meeting held on May 28-29, 2008 (the “May Meeting”), the Board of Trustees (the “Board” and each Trustee, a “Board Member”) of the Fund, including a majority of the Independent Board Members, considered and approved the continuation of the advisory and sub-advisory agreements for the Fund for an additional one-year period. These agreements include the investment advisory agreement between Nuveen Asset Management (“NAM”) and the Fund and the sub-advisory agreements between NAM and NWQ Investment Management Company, LLC (“NWQ”) and NAM and Symphony Asset Management LLC (“Symphony” and, together with NWQ, the “Sub-Advisers”), respectively. In preparation for their considerations at the May Meeting, the Board also held a separate meeting on April 23, 2008 (the “April Meeting”). Accordingly, the factors considered and determinations made regarding the renewals by the Independent Board Members include those made at the April Meeting.
 
In addition, in evaluating the advisory agreement (the “Investment Management Agreement”) and sub-advisory agreements (the “Sub-Advisory Agreements,” and the Investment Management Agreement and the Sub-Advisory Agreements are each an “Advisory Agreement”), as described in further detail below, the Independent Board Members reviewed a broad range of information relating to the Fund, NAM and the Sub-Advisers (NAM and the Sub-Advisers are each a “Fund Adviser”), including absolute performance, fee and expense information for the Fund as well as comparative performance, fee and expense information for a comparable peer group of funds, the performance information of recognized and/or customized benchmarks (as applicable), the profitability of Nuveen for its advisory activities (which includes its wholly owned subsidiaries), and other information regarding the organization, personnel, and services provided by the respective Fund Adviser. The Independent Board Members also met quarterly as well as at other times as the need arose during the year and took into account the information provided at such meetings and the knowledge gained therefrom. Prior to approving the renewal of the Advisory Agreements, the Independent Board Members reviewed the foregoing information with their independent legal counsel and with management, reviewed materials from independent legal counsel describing applicable law and their duties in reviewing advisory contracts, and met with independent legal counsel in private sessions without management present. The Independent Board Members considered the legal advice provided by independent legal counsel and relied upon their knowledge of the Fund Adviser, its services and the Fund resulting from their meetings and other interactions throughout the year and their own business judgment in determining the factors to be considered in evaluating the Advisory Agreements. Each Board Member may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Fund’s Advisory Agreements. The Independent Board Members did not identify any single factor as all-important or controlling. The Independent Board Members’ considerations were instead based on a comprehensive consideration of all the information presented. The principal factors considered by the Board and its conclusions are described below.
 
A.  Nature, Extent and Quality of Services
In considering renewal of the Investment Management Agreement, the Independent Board Members considered the nature, extent and quality of the Fund Adviser’s services, including advisory services and administrative services. The Independent Board Members reviewed materials outlining, among other things, NAM’s organization and business; the types of services that NAM or its affiliates provide and are expected to provide to the Fund; the performance record of the Fund (as described in further detail below); and any initiatives Nuveen had taken for

30


 

 
 
the applicable fund product line. With respect to personnel, the Independent Board Members evaluated the background, experience and track record of the Fund Adviser’s investment personnel. In this regard, the Independent Board Members considered the additional investment in personnel to support Nuveen fund advisory activities, including in operations, product management and marketing as well as related fund support functions, including sales, executive, finance, human resources and information technology. The Independent Board Members also reviewed information regarding portfolio manager compensation arrangements to evaluate NAM’s ability to attract and retain high quality investment personnel.
 
In evaluating the services of NAM, the Independent Board Members also considered NAM’s oversight of the performance, business activities and compliance of the Sub-Advisers, the ability to supervise the Fund’s other service providers and given the importance of compliance, NAM’s compliance program. Among other things, the Independent Board Members considered the report of the chief compliance officer regarding the Fund’s compliance policies and procedures.
 
In addition to advisory services, the Independent Board Members considered the quality of administrative services provided by NAM and its affiliates including product management, fund administration, oversight of service providers, shareholder services, administration of Board relations, regulatory and portfolio compliance and legal support.
 
The Independent Board Members reviewed an evaluation of each Sub-Adviser from NAM, including information as to the process followed by NAM in evaluating sub-advisers. The evaluation also included information relating to each Sub-Adviser’s organization, operations, personnel, assets under management, investment philosophy, strategies and techniques in managing the Fund, developments affecting each Sub-Adviser, and an analysis of each Sub-Adviser. The Board considered the performance of the portion of the investment portfolio of the Fund for which the respective Sub-Adviser is responsible. The Board also recognized that the Sub-Advisory Agreements were essentially agreements for portfolio management services only and the Sub-Advisers were not expected to supply other significant administrative services to the Fund. During the last year, the Independent Board Members noted that they visited several sub-advisers to the Nuveen funds, meeting their key investment and business personnel. In this regard, the Independent Board Members visited each Sub-Adviser during 2007. The Independent Board Members also noted that they anticipate visiting each sub-adviser to the Nuveen funds at least once over the course of a multiple-year rotation. The Independent Board Members further noted that NAM recommended the renewal of the Sub-Advisory Agreements and considered the basis for such recommendations and any qualifications in connection therewith.
 
In addition to the foregoing services, the Independent Board Members also noted the additional services that NAM or its affiliates provide to closed-end funds, including, in particular, its secondary market support activities and the costs of such activities. The Independent Board Members recognized Nuveen’s continued commitment to supporting the secondary market for the common shares of its closed-end funds through a variety of programs designed to raise investor and analyst awareness and understanding of closed-end funds. These efforts include maintaining an investor relations program to timely provide information and education to financial advisers and investors; providing advertising and marketing for the closed-end funds; maintaining its closed-end fund website; and providing educational seminars. With respect to closed-end funds that utilize leverage through the issuance of auction rate preferred securities (“ARPS”), the Board has recognized the unprecedented market conditions in the auction rate market industry with the failure of the auction process. The Independent Board Members noted Nuveen’s efforts and the resources and personnel employed to analyze the situation, explore potential alternatives and develop and implement solutions that serve the interests of the affected funds and all of their respective shareholders. The Independent Board Members further noted Nuveen’s commitment and efforts to keep investors and financial advisers informed as to its progress in addressing the ARPS situation through, among other things, conference calls, press releases, and information posted on its website as well as its refinancing activities. The Independent Board Members also noted Nuveen’s continued support for holders of preferred shares of its closed-end funds by, among other things, seeking distribution for preferred shares with new market participants, managing relations with remarketing agents and the broker community, maintaining the leverage and risk management of leverage and maintaining systems necessary to test compliance with rating agency criteria.

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Annual Investment
Management Agreement
APPROVAL PROCESS (continued)
 

 
Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the Fund under the Investment Management Agreement or respective Sub-Advisory Agreement, as applicable, were satisfactory.
 
B.  The Investment Performance of the Fund and Fund Advisers
The Board considered the investment performance of the Fund, including the Fund’s historic performance as well as its performance compared to funds with similar investment objectives (the “Performance Peer Group”) based on data provided by an independent third party (as described below). In addition, the Independent Board Members reviewed the Fund’s historic performance compared to recognized and/or customized benchmarks (as applicable).
 
In evaluating the performance information, the Board considered whether the Fund has operated within its investment objectives and parameters and the impact that the investment mandates may have had on performance. In addition, in comparing a fund’s performance with that of its Performance Peer Group, the Independent Board Members took into account that the closest Performance Peer Group in certain instances may not adequately reflect the respective fund’s investment objectives and strategies thereby hindering a meaningful comparison of the fund’s performance with that of the Performance Peer Group.
 
The Independent Board Members reviewed performance information including, among other things, total return information compared with the Fund’s Performance Peer Group as well as recognized and/or customized benchmarks (as appropriate) for the one-, three- and five-year periods (as applicable) ending December 31, 2007 and with the Fund’s Performance Peer Group for the quarter, one-, three-, and five- year periods ending March 31, 2008 (as applicable). This information supplemented the Fund performance information provided to the Board at each of its quarterly meetings. Based on their review, the Independent Board Members determined that the Fund’s investment performance over time had been satisfactory.
 
C.  Fees, Expenses and Profitability
1. Fees and Expenses
The Board evaluated the management fees and expenses of the Fund reviewing, among other things, such Fund’s gross management fees (which take into account breakpoints), net management fees (which take into account fee waivers or reimbursements) and total expense ratios (before and after expense reimbursements and/or waivers) in absolute terms as well as compared to the gross management fees, net management fees (after waivers and/or reimbursements) and total expense ratios (before and after waivers) of a comparable universe of unaffiliated funds based on data provided by an independent data provider (the “Peer Universe”) and/or a more focused subset of funds therein (the “Peer Group”). The Independent Board Members further reviewed data regarding the construction of Peer Groups as well as the methods of measurement for the fee and expense analysis and the performance analysis. In reviewing the comparisons of fee and expense information, the Independent Board Members took into account that in certain instances various factors such as the size of the Fund relative to peers, the size and particular composition of the Peer Group, the investment objectives of the peers, expense anomalies, and the timing of information used may impact the comparative data, thereby limiting the ability to make a meaningful comparison. The Independent Board Members also considered, among other things, the differences in the use of leverage. In addition, the Independent Board Members noted the limited Peer Groups available for the Nuveen funds with multi-sleeves of investments. In reviewing the fee schedule for the Fund, the Independent Board Members also considered the fund-level and complex-wide breakpoint schedules (described in further detail below) and any fee waivers and reimbursements provided by Nuveen (applicable, in particular, for certain closed-end funds launched since 1999). Based on their review of the fee and expense information provided, the Independent Board Members determined that the Fund’s management fees and net total expense ratio were reasonable in light of the nature, extent and quality of services provided to the Fund.

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2. Comparisons with the Fees of Other Clients
The Independent Board Members further reviewed information regarding the nature of services and fee rates offered by NAM to other clients. Such clients include separately managed accounts (both retail and institutional accounts) and funds that are not offered by Nuveen but are sub-advised by one of Nuveen’s investment management teams. In evaluating the comparisons of fees, the Independent Board Members noted that the fee rates charged to the Fund and other clients vary, among other things, because of the different services involved and the additional regulatory and compliance requirements associated with registered investment companies, such as the Fund. Accordingly, the Independent Board Members considered the differences in the product types, including, but not limited to, the services provided, the structure and operations, product distribution and costs thereof, portfolio investment policies, investor profiles, account sizes and regulatory requirements. The Independent Board Members noted, in particular, that the range of services provided to the Fund (as discussed above) is much more extensive than that provided to separately managed accounts. Given the inherent differences in the products, particularly the extensive services provided to the Fund, the Independent Board Members believe such facts justify the different levels of fees.
 
In considering the fees of each Sub-Adviser, the Independent Board Members also considered the pricing schedule or fees that each Sub-Adviser charges for similar investment management services for other fund sponsors or clients (such as retail and/or institutional managed accounts) as applicable. With respect to Symphony, the Independent Board Members also reviewed the fees it assesses for equity and taxable fixed-income hedge funds and hedge accounts it manages, which include a performance fee.
 
3. Profitability of Fund Advisers
In conjunction with its review of fees, the Independent Board Members also considered the profitability of Nuveen for its advisory activities (which incorporated Nuveen’s wholly-owned affiliated sub-advisers) and its financial condition. The Independent Board Members reviewed the revenues and expenses of Nuveen’s advisory activities for the last two years and the allocation methodology used in preparing the profitability data. The Independent Board Members noted this information supplemented the profitability information requested and received during the year to help keep them apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Independent Board Members noted that they had also appointed an Independent Board Member as a point person to review and keep them apprised of changes to the profitability analysis and/or methodologies during the year. The Independent Board Members considered Nuveen’s profitability compared with other fund sponsors prepared by two independent third party service providers as well as comparisons of the revenues, expenses and profit margins of various unaffiliated management firms with similar amounts of assets under management prepared by Nuveen.
 
In reviewing profitability, the Independent Board Members recognized the subjective nature of determining profitability which may be affected by numerous factors including the allocation of expenses. Further, the Independent Board Members recognized the difficulties in making comparisons as the profitability of other advisers generally is not publicly available and the profitability information that is available for certain advisers or management firms may not be representative of the industry and may be affected by, among other things, the adviser’s particular business mix, capital costs, types of funds managed and expense allocations.
 
Notwithstanding the foregoing, the Independent Board Members reviewed Nuveen’s methodology and assumptions for allocating expenses across product lines to determine profitability. In reviewing profitability, the Independent Board Members recognized Nuveen’s investment in its fund business.
 
Based on its review, the Independent Board Members concluded that Nuveen’s level of profitability for its advisory activities was reasonable in light of the services provided.
 
In evaluating the reasonableness of the compensation, the Independent Board Members also considered other amounts paid to a Fund Adviser by the Fund as well as any indirect benefits (such as soft dollar arrangements, if any) the Fund Adviser and its affiliates receive, or are expected to receive, that are directly attributable to the management of the Fund, if any. See Section E below for additional information on indirect benefits the

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Annual Investment
Management Agreement
APPROVAL PROCESS (continued)
 

 
 
Fund Adviser may receive as a result of its relationship with the Fund. Based on their review of the overall fee arrangements of the Fund, the Independent Board Members determined that the advisory fees and expenses of the Fund were reasonable.
 
D.  Economies of Scale and Whether Fee Levels Reflect These Economies of Scale
With respect to economies of scale, the Independent Board Members recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base. The Independent Board Members therefore considered whether the Fund has appropriately benefited from any economies of scale and whether there is potential realization of any further economies of scale. In considering economies of scale, the Independent Board Members have recognized that economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. Notwithstanding the foregoing, one method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Accordingly, the Independent Board Members reviewed and considered the fund-level breakpoints in the advisory fee schedules that reduce advisory fees. In this regard, given that the Fund is a closed-end fund, the Independent Board Members recognized that although the Fund may from time to time make additional share offerings, the growth in its assets will occur primarily through appreciation of the Fund’s investment portfolio.
 
In addition to fund-level advisory fee breakpoints, the Board also considered the Fund’s complex-wide fee arrangement. Pursuant to the complex-wide fee arrangement, the fees of the funds in the Nuveen complex, including the Fund, are reduced as the assets in the fund complex reach certain levels. In evaluating the complex-wide fee arrangement, the Independent Board Members recognized that the complex-wide fee schedule was recently revised in 2007 to provide for additional fee savings to shareholders and considered the amended schedule. The Independent Board Members further considered that the complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or have decreased. The approach reflects the notion that some of Nuveen’s costs are attributable to services provided to all its funds in the complex and therefore all funds benefit if these costs are spread over a larger asset base. Based on their review, the Independent Board Members concluded that the breakpoint schedule and complex-wide fee arrangement were acceptable and desirable in providing benefits from economies of scale to shareholders.
 
E. Indirect Benefits
In evaluating fees, the Independent Board Members received and considered information regarding potential “fall out” or ancillary benefits the respective Fund Adviser or its affiliates may receive as a result of its relationship with the Fund. In this regard, the Independent Board Members considered revenues received by affiliates of NAM for serving as agent at Nuveen’s preferred trading desk and for serving as a co-manager in the initial public offering of new closed-end exchange traded funds.
 
In addition to the above, the Independent Board Members considered whether the Fund Adviser received any benefits from soft dollar arrangements whereby a portion of the commissions paid by the Fund for brokerage may be used to acquire research that may be useful to the Fund Adviser in managing the assets of the Fund and other clients. With respect to NAM, the Independent Board Members noted that NAM does not currently have any soft dollar arrangements; however, to the extent certain bona fide agency transactions that occur on markets that traditionally trade on a principal basis and riskless principal transactions are considered as generating “commissions,” NAM intends to comply with the applicable safe harbor provisions.
 
The Independent Board Members also considered that NWQ may benefit from its soft dollar arrangements pursuant to which it receives research from brokers that execute the Fund’s portfolio transactions. The Independent Board Members noted that such Sub-Adviser’s profitability may be lower if it were required to pay for this research with hard dollars. The Board also considered that Symphony currently does not enter into soft dollar arrangements; however, it has adopted a soft dollar policy in the event it does so in the future.

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Based on their review, the Independent Board Members concluded that any indirect benefits received by a Fund Adviser as a result of its relationship with the Fund were reasonable and within acceptable parameters.
 
F. Other Considerations
The Independent Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including the Independent Board Members, unanimously concluded that the terms of the Investment Management Agreement and Sub-Advisory Agreements are fair and reasonable, that the respective Fund Adviser’s fees are reasonable in light of the services provided to the Fund and that the Investment Management Agreement and the Sub-Advisory Agreements be renewed.

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Reinvest Automatically
EASILY and CONVENIENTLY
 

 
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
 
Nuveen Closed-End Funds Dividend Reinvestment Plan
Your Nuveen Closed-End Fund allows you to conveniently reinvest dividends and/or capital gains distributions in additional Fund shares.
 
By choosing to reinvest, you’ll be able to invest money regularly and automatically, and watch your investment grow through the power of tax-free compounding. Just like dividends or distributions in cash, there may be times when income or capital gains taxes may be payable on dividends or distributions that are reinvested.
 
It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.
 
Easy and convenient
To make recordkeeping easy and convenient, each month you’ll receive a statement showing your total dividends and distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.
 
How shares are purchased
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund’s shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares’ net asset value or 95% of the shares’ market value on the last business day immediately prior to the purchase date. Dividends and distributions received to purchase shares in the open market will normally be invested shortly after the dividend payment date. No interest will be paid on dividends and distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.

36


 

Flexible
You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change. Should you withdraw, you can receive a certificate for all whole shares credited to your reinvestment account and cash payment for fractional shares, or cash payment for all reinvestment account shares, less brokerage commissions and a $2.50 service fee.
 
You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your investment advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan.
 
The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.
 
Call today to start reinvesting dividends and/or distributions
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (800) 257-8787.

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Glossary of
TERMS USED in this REPORT
 

 
 n  Average Annual Total Return: This is a commonly used method to express an investment’s performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment’s actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered.
 
 n  Collateralized Debt Obligations (CDOs): Collateralized debt obligations are a type of asset-backed security constructed from a portfolio of fixed-income assets. CDOs usually are divided into different tranches having different ratings and paying different interest rates. Losses, if any, are applied in reverse order of seniority and so junior tranches generally offer higher coupons to compensate for added default risk.
 
 n  Market Yield (also known as Dividend Yield or Current Yield): Market yield is based on the Fund’s current annualized quarterly distribution divided by the Fund’s current market price. The Fund’s quarterly distributions to its shareholders may be comprised of ordinary income, net realized capital gains and, if at the end of the calendar year the Fund’s cumulative net ordinary income and net realized gains are less than the amount of the Fund’s distributions, a tax return of capital.
 
 n  Net Asset Value (NAV): A Fund’s common share NAV per share is calculated by subtracting the liabilities of the Fund (including any Preferred shares issued in order to leverage the Fund) from its total assets and then dividing the remainder by the number of shares outstanding. Fund NAVs are calculated at the end of each business day.

38


 

Board of Trustees
John P. Amboian
Robert P. Bremner
Jack B. Evans
William C. Hunter
David J. Kundert
William J. Schneider
Judith M. Stockdale
Carole E. Stone
Terence J. Toth
 
Fund Manager
Nuveen Asset Management
333 West Wacker Drive
Chicago, IL 60606
 
Custodian
State Street Bank & Trust Company
Boston, MA
 
Transfer Agent and
Shareholder Services
State Street Bank & Trust Company
Nuveen Funds
P.O. Box 43071
Providence, RI 02940-3071
(800) 257-8787
 
Legal Counsel
Chapman and Cutler LLP
Chicago, IL
 
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Chicago, IL
 
 
The Fund intends to repurchase or redeem shares of its own common or preferred stock in the future at such times and in such amounts as is deemed advisable. During the period covered by this report, the Fund redeemed all 3,120 outstanding shares of its FundNotes. Any future repurchases or redemptions will be reported to shareholders in the next annual or semi-annual report.
 
     
     
    Other Useful INFORMATION
 
QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING INFORMATION
 
You may obtain (i) the Fund’s quarterly portfolio of investments, (ii) information regarding how the Fund voted proxies relating to portfolio securities held during the most recent twelve-month period ended June 30, 2008, and (iii) a description of the policies and procedures that the Fund used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen Investments toll-free at (800) 257-8787 or on Nuveen’s website at www.nuveen.com.
 
You may also obtain this and other Fund information directly from the Securities and Exchange Commission (“SEC”). The SEC may charge a copying fee for this information. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC at (202) 942-8090 for room hours and operation. You may also request Fund information by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section at 100 F Street NE, Washington, D.C. 20549.
 
CEO Certification Disclosure
 
The Fund’s Chief Executive Officer has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.
 
The Fund has filed with the Securities and Exchange Commission the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
 

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Nuveen Investments:
SERVING INVESTORS FOR GENERATIONS
 
Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions. For the past century, Nuveen Investments has adhered to the belief that the best approach to investing is to apply conservative risk-management principles to help minimize volatility.
 
Building on this tradition, we today offer a range of high quality equity and fixed-income solutions that are integral to a well-diversified core portfolio. Our clients have come to appreciate this diversity, as well as our continued adherence to proven, long-term investing principles.
 
We offer many different investing solutions for our clients’ different needs.
Nuveen Investments is a global investment management firm that seeks to help secure the long-term goals of institutions and high net worth investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets its growing range of specialized investment solutions under the high-quality brands of HydePark, NWQ, Nuveen, Rittenhouse, Santa Barbara, Symphony and Tradewinds. In total, the Company managed $152 billion of assets on June 30, 2008.
 
Find out how we can help you reach your financial goals.
To learn more about the products and services Nuveen Investments offers, talk to your financial advisor, or call us at (800) 257-8787. Please read the information provided carefully before you invest.
 
Be sure to obtain a prospectus, where applicable. Investors should consider the investment objective and policies, risk considerations, charges and expenses of the Fund carefully before investing. The prospectus contains this and other information relevant to an investment in the Fund. For a prospectus, please contact your securities representative or Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606. Please read the prospectus carefully before you invest or send money.
 
Learn more about Nuveen Funds at:    www.nuveen.com/cef
 
     
     
    Share prices
Fund details
Daily financial news
Investor education
Interactive planning tools

ESA-C-0608D


 

ITEM 2. CODE OF ETHICS.
Not applicable to this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to this filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to this filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to this filing.
ITEM 6. SCHEDULE OF INVESTMENTS.
See Portfolio of Investments in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board implemented after the registrant last provided disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES.
  (a)   The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)(17 CFR 240.13a-15(b) or 240.15d-15(b)).
 
  (b)   There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable to this filing.
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: Ex-99.CERT attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)); Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Ex-99.906 CERT attached hereto.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
(Registrant) Nuveen Tax-Advantaged Total Return Strategy Fund
 
   
By (Signature and Title)* /s/ Kevin J. McCarthy      
  Kevin J. McCarthy     
  Vice President and Secretary     
 
Date: September 8, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
     
By (Signature and Title)* /s/ Gifford R. Zimmerman      
  Gifford R. Zimmerman     
  Chief Administrative Officer
(principal executive officer) 
   
 
Date: September 8, 2008
         
     
By (Signature and Title)* /s/ Stephen D. Foy      
  Stephen D. Foy     
  Vice President and Controller
(principal financial officer) 
   
 
Date: September 8, 2008
 
*   Print the name and title of each signing officer under his or her signature.