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

811-21407

 

Nuveen Diversified Dividend and Income 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:

December 31, 2012

 

 

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

 



Closed-End Funds

Nuveen Investments

Closed-End Funds

Seeks High Current Income and Total Return from a Portfolio of Dividend-Paying
Common Stocks, REIT Stocks, Emerging Markets Debt, and Senior Loans.

Annual Report

December 31, 2012

Nuveen Diversified
Dividend and Income Fund

JDD



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Table of Contents

Chairman's Letter to Shareholders

   

4

   

Portfolio Managers' Comments

   

5

   

Fund Leverage and Other Information

   

11

   

Common Share Distribution and Price Information

   

13

   

Performance Overview

   

16

   

Report of Independent Registered Public Accounting Firm

   

17

   

Portfolio of Investments

   

18

   

Statement of Assets & Liabilities

   

33

   

Statement of Operations

   

34

   

Statement of Changes in Net Assets

   

35

   

Statement of Cash Flows

   

36

   

Financial Highlights

   

38

   

Notes to Financial Statements

   

40

   

Board Members & Officers

   

52

   

Glossary of Terms Used in this Report

   

57

   

Additional Fund Information

   

59

   



Chairman's
Letter to Shareholders

Dear Shareholders,

Despite the global economy's ability to muddle through the many economic headwinds of 2012, investors continue to have good reasons to remain cautious. The European Central Bank's decisions to extend intermediate term financing to major European banks and to support sovereign debt markets have begun to show signs of a stabilized euro area financial market. The larger member states of the European Union (EU) are working diligently to strengthen the framework for a tighter financial and banking union and meaningful progress has been made by agreeing to centralize large bank regulation under the European Central Bank. However, economic conditions in the southern tier members are not improving and the pressures on their political leadership remain intense. The jury is out on whether the respective populations will support the continuing austerity measures that are needed to meet the EU fiscal targets.

In the U.S., the Fed remains committed to low interest rates into 2015 through its third program of Quantitative Easing (QE3). Inflation remains low but a growing number of economists are expressing concern about the economic distortions resulting from negative real interest rates. The highly partisan atmosphere in Congress led to a disappointingly modest solution for dealing with the end-of-year tax and spending issues. Early indications for the new Congressional term have not given much encouragement that the atmosphere for dealing with the sequestration legislation and the debt ceiling issues, let alone a more encompassing "grand bargain," will be any better than the last Congress. Over the longer term, there are some encouraging trends for the U.S. economy: house prices are beginning to recover, banks and corporations continue to strengthen their financial positions and incentives for capital investment in the U.S. by domestic and foreign corporations are increasing due to more competitive energy and labor costs.

During 2012 U.S. investors have benefited from strong returns in the domestic equity markets and solid returns in most fixed income markets. However, many of the macroeconomic risks of 2012 remain unresolved, including negotiating through the many U.S. fiscal issues, managing the risks of another year of abnormally low U.S. interest rates, sustaining the progress being made in the euro area and reducing the potential economic impact of geopolitical issues, particularly in the Middle East. In the face of these uncertainties, the experienced investment professionals at Nuveen Investments seek out investments that are enjoying positive economic conditions. At the same time they are always on the alert for risks in markets subject to excessive optimism or for opportunities in markets experiencing undue pessimism. Monitoring this process is a critical function for the Fund Board as it oversees your Nuveen Fund on your behalf.

As always, I encourage you to communicate with your financial consultant if you have any questions about your investment in a Nuveen Fund. On behalf of the other members of your Fund Board, we look forward to continuing to earn your trust in the months and years ahead.

Sincerely,

Robert P. Bremner
Chairman of the Board
February 22, 2013

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Portfolio Managers' Comments

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

Ratings shown are the highest rating given by one of the following national rating agencies: Standard & Poor's Group, Moody's Investors Service, Inc. or Fitch, Inc. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings; BB, B, CCC, CC, C and D are below investment grade ratings. Certain bonds backed by U.S. Government or agency securities are regarded as having an implied rating equal to the rating of such securities. Holdings designated N/R are not rated by these national rating agencies.

Nuveen Diversified Dividend and Income Fund (JDD)

JDD features portfolio management by teams at four separate sub-advisers. Each sub-adviser has a strategic asset allocation of approximately 25% of the Fund's assets.

NWQ Investment Management Company, LLC, (NWQ), an affiliate of Nuveen Investments, invests its portion of the Fund's assets primarily in dividend-paying common stocks. Jon Bosse, Chief Investment Officer of NWQ, and James Stephenson lead the team.

The real estate portion of the Fund's investment portfolio is managed by a team at Security Capital Research & Management Incorporated (Security Capital), a wholly-owned subsidiary of JPMorgan Chase & Co. Anthony R. Manno Jr., Kenneth D. Statz and Kevin Bedell lead the team.

Symphony Asset Management LLC (Symphony), an affiliate of Nuveen Investments, invests its portion of the Fund's assets primarily in senior loans. The Symphony team is led by Gunther Stein, Symphony's Chief Investment Officer.

Wellington Management Company, LLP, (Wellington Management), invests its portion of the Fund's assets in emerging markets sovereign debt. James W. Valone, CFA, heads the team.

Here representatives from NWQ, Security Capital, Symphony and Wellington Management discuss the general market conditions, their management strategies and the performance of the Fund for the twelve-month period ended December 31, 2012.

What were the general market conditions and trends over the course of this reporting period?

During this period, the U.S. economy's progress toward recovery from recession continued at a moderate pace. The Federal Reserve (Fed) maintained its efforts to improve the overall economic environment by holding the benchmark fed funds rate at the record low level of zero to 0.25% that it established in December 2008. The central bank decided during its December 2012 meeting to keep the fed funds rate at "exceptionally low levels" until either the unemployment rate reaches 6.5% or expected inflation goes above 2.5%. The Fed also affirmed its decision, announced in September 2012, to purchase $40 billion of mortgage-backed securities each month in an effort to stimulate the housing market. In addition to this new, open-ended stimulus program, the Fed plans to continue its program to extend the average maturity of its holdings of U.S. Treasury securities through the end of December 2012. The goals of these actions, which together will increase the Fed's holdings of longer-term securities by approximately $85 billion a month through the end of the year, are to put downward

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pressure on longer-term interest rates, make broader financial conditions more accommodative and support a stronger economic recovery as well as continued progress toward the Fed's mandates of maximum employment and price stability.

In the fourth quarter 2012, the U.S. economy, as measured by the U.S. gross domestic product (GDP), decreased at an estimated annualized rate of 0.1%, down from a 3.1% increase in the third quarter. This slight decline was due to lower inventory investment, federal spending and net exports. The Consumer Price Index (CPI) rose 1.7% year-over-year as of December 2012, after a 3.0% increase in 2011. The core CPI (which excludes food and energy) increased 1.9% during the period, staying just within the Fed's unofficial objective of 2.0% or lower for this inflation measure. As of January 2013, the national unemployment rate was 7.9%, slightly higher than the 7.8% unemployment rate for December 2012 but below the 8.3% level recorded in January 2012. The housing market continued to show signs of improvement, with the average home price in the S&P/Case-Shiller Index of 20 major metropolitan areas rising 5.5% for the twelve months ended November 2012 (most recent data available at the time this report was prepared). This was the largest year-over-year price gain since August 2006. The outlook for the U.S. economy remained clouded by uncertainty about global financial markets and the continued negotiations by Congress regarding potential spending cuts and tax policy reform.

The U.S. equity markets delivered impressive gains in 2012 despite significant market volatility and overarching economic uncertainty brought on by the European credit crisis, combined with the presidential election and its ultimate impact on the fiscal cliff. The government averted the fiscal cliff with a piecemeal measure that leaves the bulk of the issues, particularly structural entitlement reform, to be addressed in the future. Asset flows continued into bonds from equities, and into passive equity strategies away from active managers. The move to fiscal austerity has reduced monetary stimulus globally with no meaningful increase in interest rates or inflationary expectations.

Along with broader U.S. equity markets, Real Estate Investment Trust (REIT) stocks endured a choppy end-of-year, but generated highly attractive returns for 2012 as a whole amidst emerging hopeful signs for a U.S. housing recovery, easing concerns regarding European financial markets and enthusiasm for continuing stimulus by the Fed.

Emerging markets debt proved to be one of the best performing asset classes in 2012 as positive fundamental trends and attractive valuations continued to draw new investors to the market. Credit spread movements were the primary driver of returns. Global risk appetite was positive at the start of 2012 on the back of a pickup in global growth momentum, exceptionally supportive policy settings and easier liquidity and financial conditions. Investor sentiment turned negative after elections stoked fears of a possible Greek exit from the euro zone, concerns renewed about the European banking system and global economic data deteriorated. Investor sentiment improved later in the period as three major central banks: The Fed, European Central Bank and Bank of Japan all provided additional liquidity to the market. Toward the end of the period, international markets turned cautious due to concerns related to the looming U.S. fiscal cliff, however, emerging markets ultimately finished the year on a high note generating positive returns despite macroeconomic uncertainty.

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Prices in the secondary senior loan market continued to be impacted by supply and demand. Senior loan issuance remained steady throughout the period, as demand remained robust from both retail and institutional investors. Steady demand for loan assets led to positive momentum for the senior loan market throughout the period ended December 31, 2012.

What were the key strategies used to manage the Fund during this reporting period?

The Fund's investment objectives are high current income and total return. In its efforts to achieve these objectives, the Fund invests primarily in 1) U.S. and foreign dividend paying common stocks, 2) dividend paying common stocks issued by real estate companies, 3) emerging markets sovereign debt, and 4) senior secured loans. The Fund expects to invest at least 40%, but no more than 70%, of its assets in equity security holdings and at least 30%, but no more than 60%, of its assets in debt security holdings. Under normal circumstances, the Fund's target weighting is approximately 50% equity and 50% debt.

For the dividend paying equity portion of the Fund's portfolio during this reporting period, managed by NWQ, 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 trying to manage downside risk exposure, and focused on each company's balance sheet and cash flow statement, not just the income statement. We believe that cash flow analysis offers a more objective and truer picture of a company's financial position than an evaluation based on earnings alone.

In managing the real estate portion of the portfolio, Security Capital sought to maintain significant property type and geographic diversification while taking into account company credit quality, sector and security-type allocations. Investment decisions are based on a multi-layered analysis of the company, the real estate it owns, its management and the relative price of the security, with a focus on securities that we believe will be best positioned to generate sustainable income and potential price appreciation over the long-run.

The emerging market debt portion of the Fund is managed by Wellington Management. During the first half of 2012, the portfolio's beta was kept at a slightly defensive to neutral level, balancing our positive outlook and expectations for emerging markets countries with concerns about the broader global environment. During the second half of the year we adopted a modestly pro-risk stance in portfolios, reflecting our positive view of fundamentals and an improving global environment. Throughout the year we remained overweight Latin America, but favored corporate and quasi-sovereign issuers over many sovereigns. Throughout the period we increased our exposure to corporate debt and decreased our exposure to sovereign debt in Latin America. We favored countries such as Brazil, Colombia and Mexico as we believe that these countries were well-positioned to weather weaker growth. We have reduced our overweight to Argentina and moved closer to neutral as fundamentals deteriorate and the risk of technical default

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Past performance is not predictive of future results. Current performance may be higher or lower than the data shown. Returns do not reflect the deduction of taxes that share-holders may have to pay on Fund distributions or upon the sale of Fund shares.

For additional information, see the Performance Overview for the Fund in this report.

*  Since Inception returns are from 9/25/03.

**  Refer to Glossary of Terms Used in this Report for definitions. Indexes are not available for direct investment.

has continued to remain relatively high. We remained underweight Central European countries given the risks from Western Europe; however, we have increased our exposure to Hungary and moved to a modest overweight as we expected more progress in negotiations with the European Union. We avoided those Middle Eastern countries still sorting their way through difficult political transitions, such as Egypt, but we continued to hold exposure in Qatar and United Arab Emirates, two high quality countries with attractive valuations. We were willing to accept less liquidity for certain smaller issuers where the fundamentals remain relatively sound, such as Azerbaijan, Ivory Coast and Latvia. We remained underweight in Asia on the basis of tight valuations. During the period, our local interest rate exposure was light and largely concentrated in Latin America and South Africa. We have gradually added to currency exposure, spread across the three main regions, and look for opportunities to take exposure higher, assuming current conditions hold.

In the senior loan and other debt portion of the Fund's portfolio, the Symphony team continued to manage and monitor senior loan market risks. Investors who took credit risk were rewarded during the reporting period. Defaults averaged below 2% for the senior loan market. Any weaknesses were in very specific areas, such as the coal-mining sector. The Fund's capital remained invested in assets offering attractive current income and yield, whose issuers have relatively strong credit profiles among non-investment grade debt.

How did the Fund perform during this twelve-month reporting period ended December 31, 2012?

The performance of the Fund, as well as for a comparative benchmark and index, is presented in the accompanying table.

Average Annual Total Returns on Common Share Net Asset Value

For periods ended 12/31/12

 

1-Year

 

5-Year

  Since
Inception*
 

JDD

   

18.45

%

   

3.82

%

   

7.25

%

 

Comparative Benchmark**

   

15.75

%

   

7.25

%

   

9.42

%

 

S&P 500® Stock Index**

   

16.00

%

   

1.66

%

   

6.00

%

 

For the twelve-month period ended December 31, 2012 the total return on common share net asset value (NAV) for the Fund outperformed both its comparative benchmark and the general market index.

Within the dividend paying equity portion of the Fund, performance results for the year mostly reflects the strength of holdings in the consumer discretionary, finance and producer staple sectors, partially offset by declines in various positions in the energy and materials (gold mining) sectors. Unprofitable investments in Best Buy and Hewlett-Packard were also detrimental to results, as was the Fund's small exposure to utilities, an area where NWQ found valuations less attractive.

Several investments contributed to the Fund's outperformance, including Citigroup, which appreciated given an attractive valuation and improving fundamentals. The company appointed Michael Corbat as its new CEO during the year and has announced

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a formal cost cutting initiative of $1.1 billion starting in 2014, which was well received by investors. We believed that U.S. financials were in better shape than skeptics acknowledged given much stronger tangible equity capital ratios and loss reserves built since the credit crisis in 2008.

General Motors appreciated as the government began scaling back its stake in the company, removing a significant overhang on the stock. In December, the U.S. Treasury sold 200 million shares back to the company, and gave indications that it will liquidate its remaining 19% stake in an orderly fashion over the next 12-15 months. We believe the valuation of the stock remains attractive.

Ingersoll Rand Company also contributed to performance. The company performed well during the period given early indications of a cyclical recovery in housing and construction markets after being depressed for the last three years.

Lastly, Wells Fargo & Company increased its dividend and share buyback plans after successfully passing the Federal Reserve's Comprehensive Capital Analysis Review (CCAR). The bank's balance sheet has substantially improved over the past several years, as reflected by increased levels of capital, reserves and liquidity. Settlement with the states' Attorney Generals regarding mortgage foreclosure and servicing practices has also removed an overhang on the stock price.

Several positions detracted from performance, including Hewlett-Packard. While there was an opportunity to create value from the combination of shareholder activism (activist on the board), cost cuts and asset sales, this restructuring opportunity was overwhelmed by weak fundamentals and a major problem/shortfall in profitability in its EDS (electronic data systems) services business. Hewlett Packard was eliminated from the Fund's holdings during the period.

Best Buy Co. declined as margins continued to narrow as the company combated increased competition from online retailers such as Amazon.com. Despite the near-term uncertainty, several bright spots remain, including the appointment of a new CEO, positive traction in a new store prototype and ongoing cost reduction initiatives.

Lastly, our gold mining stocks AngloGold Ashanti and Barrick Gold performed poorly for the period. Gold companies have been negatively impacted by project cost overruns, structural cost inflation, grade degradation and sovereign (host country) renegotiation over the past several years. We believe that much of this has run its course, and while the price of gold has roughly doubled over the past five years, many gold equities are flat or even down over the same period. We believe our holdings have extremely attractive valuations, can meet expectations and have visibility to generate significant cash flow in the intermediate timeframe.

Looking at portfolio additions over the period, the Fund purchased American International Group, Inc., Applied Materials, Capital One Financial and Ericsson. The Fund also eliminated several positions including Genworth Financial, Intersil Corporation, Hewlett-Packard, Canadian Natural Resources Limited, Exxon Mobil, Freeport McMoran Copper & Gold, Goldman Sachs, Lincoln National, Loews Corp., Motorola Solutions and Nielsen Holdings given more attractive investment opportunities.

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We also wrote (sold) call options on individual stocks, while investing in those same stocks, to enhance returns while foregoing some upside potential. The effect on performance for the period was a very small positive.

In the real estate portion of the Fund managed by Security Capital, the portfolio's industrial, self-storage and lodging equity investments contributed positively to performance. On the negative side, the Fund's performance was held back by equity investments in multi-family, diversified and office investments.

In the emerging markets debt portion of the portfolio managed by Wellington Management, security selection was the main driver of positive performance, though country rotation strategies were also modestly accretive. Among country rotation strategies, a lack of exposure to Lebanon, an underweight to China and an overweight exposure to Ivory Coast contributed to overall performance, while overweight exposure to Indonesia and Chile, as well as an underweight to Croatia detracted. Security selection contributed to total returns during the period. Positioning in Russia, Mexico and Venezuela contributed to overall performance, while security selection in Indonesia, Kazakhstan and Turkey detracted. We also used foreign currency exchange contracts, buying currencies expected to appreciate and selling currencies we expected to depreciate. These contracts had a small positive impact on performance during the period.

The senior loan portion of the Fund managed by Symphony benefited from conditions that were favorable for senior loans, including positive flows and fundamentals. Our positions in U.S. Foodservice and First Data Corp. performed well during the period. Detracting from performance was Frac Tech International, whose natural gas related businesses have been hurt by pricing pressure. Additionally, exposure to Travelport lagged the overall market despite releasing numbers late in the period that were largely ahead of expectations.

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Fund Leverage
and Other Information

IMPACT OF THE FUND'S LEVERAGE STRATEGY ON PERFORMANCE

One important factor impacting the return of the Fund relative to its benchmarks was the Fund's use of financial leverage through the use of bank borrowings. The Fund uses leverage because its managers believe that, over time, leveraging provides opportunities for additional income and total return for common shareholders. However, use of leverage also can expose common shareholders to additional volatility. For example, as the prices of securities held by the Fund decline, the negative impact of these valuation changes on common share net asset value and common shareholder total return is magnified by the use of leverage. Conversely, leverage may enhance common share returns during periods when the prices of securities held by the Fund generally are rising. Leverage had a positive impact on the performance of the Fund over this reporting period. During the period, the Fund entered into forward starting interest rate swap contracts, which have yet to become effective, in order to hedge future leverage costs. The combination of those forward starting swaps along with the existing interest rate swap contracts that were previously entered into in order to hedge a portion of the Fund's leverage costs partially detracted from the overall positive contribution of leverage. Short-term floating interest rates remained below the existing fixed swap rates for the period which increased realized leverage costs and exceeded the combined positive mark-to-market impact of unrealized gains.

RISK CONSIDERATIONS

Fund shares are not guaranteed or endorsed by any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation. Shares of closed-end funds are subject to investment risks, including the possible loss of principal invested. Past performance is no guarantee of future results. Fund common shares are subject to a variety of risks, including:

Investment, Market and Price Risk. An investment in common shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in common shares represents an indirect investment in the corporate securities owned by the Funds, which generally trade in the over-the-counter markets. Shares of closed-end investment companies like the Fund frequently trade at a discount to their net asset value (NAV). Your common shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.

Leverage Risk. The Fund's use of leverage creates the possibility of higher volatility for the Fund's per share NAV, market price and distributions. Leverage risk can be introduced through regulatory leverage (issuing preferred shares or debt borrowings at the Fund level) or through certain derivative investments held in the Fund's portfolio.

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Leverage typically magnifies the total return of the Fund's portfolio, whether that return is positive or negative. The use of leverage creates an opportunity for increased common share net income, but there is no assurance that the Fund's leveraging strategy will be successful.

Tax Risk. The tax treatment of Fund distributions may be affected by new IRS interpretations of the Internal Revenue Code and future changes in tax laws and regulations. This is particularly true for funds employing a managed distribution program.

Common Stock Risk. Common stock returns often have experienced significant volatility.

Issuer Credit Risk. This is the risk that a security in the Fund's portfolio will fail to make dividend or interest payments when due.

Illiquid Securities Risk. This is the risk that the Fund may not be able to sell securities in its portfolio at the time or price desired by the Fund.

Below-Investment Grade Risk. Investments in securities below investment grade quality are predominantly speculative and subject to greater volatility and risk of default.

Non-U.S. Securities Risk. Investments in non-U.S securities involve special risks not typi- cally associated with domestic investments including currency risk and adverse political, social and economic development. These risks often are magnified in emerging markets.

Real Estate Risk. The Fund may invest in various types of securities issued by Real Estate Investment Trusts (REITs), linking an investment in the Fund to the performance of the real estate markets.

Derivatives Risk. Derivative securities include, but are not limited to, calls, puts, warrants, swaps and forwards. The Fund's use of derivatives involves risks different from, and possibly greater than, the risks associated with the underlying investments. The derivatives market is largely unregulated.

Unrated Investment Risk. In determining whether an unrated security is an appropriate investment for the Fund, the portfolio manager will consider information from industry sources, as well as its own quantitative and qualitative analysis, in making such a determination. However, such a determination by the portfolio manager is not the equivalent of a rating by a rating agency.

Dividend Income Risk. There is no guarantee that the issuers of common stocks in which the Fund invests will declare dividends in the future or that, if declared, they will remain at current levels or increase over time.

Risks from Unsecured Adjustable Rate Loans or Insufficient Collateral Securing Adjustable Rate Loans. Some of the adjustable rate loans in which the Fund may invest will be unsecured or insufficiently collateralized, thereby increasing the risk of loss to the Fund in the event of issuer default.

Value Stock Risks. Value stocks are securities that the portfolio manager believes to be undervalued, or mispriced. If the manager's assessment of a company's prospects is wrong, the price of the company's common stock or other equity securities may fall, or may not approach the value that the manager has placed on them.

Reinvestment Risk. If market interest rates decline, income earned from the Fund's portfolio may be reinvested at rates below that of the original bond that generated the income.

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Common Share Distribution
and Price Information

Distribution Information

The following information regarding the Fund's distributions is current as of December 31, 2012, and likely will vary over time based on the Fund's investment activities and portfolio investment value changes.

During the current reporting period, the Fund made no changes to its quarterly distribution to common shareholders. Some of the important factors affecting the amount and composition of these distributions are summarized below.

The Fund employs financial leverage through the use of bank borrowings. Financial leverage provides the potential for higher earnings (net investment income), total returns and distributions over time, but also increases the variability of common shareholders' net asset value per share in response to changing market conditions.

The Fund has a managed distribution program. The goal of this program is to provide common shareholders with relatively consistent and predictable cash flow by systematically converting the Fund's expected long-term return potential into regular distributions. As a result, regular common share 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 distribution 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).

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***  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. The Fund had no retained capital gains for the tax years ended December 31, 2012 through December 31, 2008 or for the tax years ended prior to December 31, 2006.

•  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, the shortfall will represent a portion of your original principal, unless the shortfall is offset during other time periods over the life of your investment (previous or subsequent) when the Fund's total return exceeds distributions.

•  Because distribution source estimates are updated during the year based on the Fund's performance and forecast for its current fiscal year (which is the calendar year for the Fund), estimates on the nature of your distributions provided at the time the distributions are paid 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 information regarding the Fund's common share distributions and total return performance for the year ended December 31, 2012. This information is intended to help you better understand whether the Fund's returns for the specified time period were sufficient to meet the Fund's distributions.

As of 12/31/12 (Common Shares)

 

JDD

 

Inception date

 

9/25/03

 

Fiscal year (calendar year) ended December 31, 2012:

 

Per share distribution:

 

From net investment income

 

$

0.96

   

From long-term capital gains

   

0.00

   

From short-term capital gains

   

0.00

   

Return of capital

   

0.04

   

Total per share distribution

 

$

1.00

   

Distribution rate on NAV

   

8.05

%

 

Average annual total returns:

 

Excluding retained gain tax credit/refund***:

 
1-Year on NAV    

18.45

%

 
5-Year on NAV    

3.82

%

 

Since inception on NAV

   

7.25

%

 

Including retained gain tax credit/refund***:

 
1-Year on NAV    

18.45

%

 
5-Year on NAV    

3.82

%

 

Since inception on NAV

   

7.53

%

 

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Common Share Repurchases and Price Information

During November 2012, the Nuveen Funds Board of Directors/Trustees reauthorized the Fund's open-market share repurchase program, allowing the Fund to repurchase an aggregate of up to approximately 10% of its outstanding common shares.

As of December 31, 2012, and since the inception of the Fund's repurchase program, the Fund has cumulatively repurchased and retired its common shares as shown in the accompanying table.

    Common Shares
Repurchased and Retired
  % of Outstanding
Common Shares
 

JDD

   

265,122

     

1.3

%

 

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

As of December 31, 2012, the Fund's common share price was trading at a discount of -6.68% to its common share NAV, compared with an average discount of -4.03% for the entire twelve-month period.

Nuveen Investments
15




Fund Snapshot

Common Share Price

 

$

11.60

   

Common Share Net Asset Value (NAV)

 

$

12.43

   

Premium/(Discount) to NAV

   

-6.68

%

 

Current Distribution Rate1

   

8.62

%

 
Net Assets Applicable to
Common Shares ($000)
 

$

247,826

   

Leverage

Regulatory Leverage

   

30.31

%

 

Effective Leverage

   

30.31

%

 

Portfolio Composition

(as a % of total investments)2,3

Real Estate Investment Trust

   

26.6

%

 

Emerging Markets Debt

   

23.9

%

 

Pharmaceuticals

   

6.9

%

 

Media

   

5.3

%

 

Insurance

   

3.0

%

 

Health Care Providers & Services

   

2.8

%

 

Oil, Gas & Consumable Fuels

   

2.7

%

 

Software

   

2.4

%

 

Hotels, Restaurants & Leisure

   

2.1

%

 

Diversified Financial Services

   

1.8

%

 

Food Products

   

1.6

%

 

Short-Term Investments

   

2.0

%

 

Other

   

18.9

%

 

Real Estate Investment Trust
Top Five Sub-Industries

(as a % of total investments)2,3

Retail

   

5.8

%

 

Residential

   

4.9

%

 

Specialized

   

4.9

%

 

Office

   

4.8

%

 

Diversified

   

1.9

%

 

Emerging Markets Debt
and Foreign Corporate Bonds
Top Five Countries

(as a % of total investments)2,3

Brazil

   

2.2

%

 

Russia

   

2.0

%

 

Indonesia

   

1.7

%

 

Mexico

   

1.5

%

 

Turkey

   

1.2

%

 

Average Annual Total Returns

(Inception 9/25/03)

   

On Share Price

 

On NAV

 
1-Year    

22.99

%

   

18.45

%

 
5-Year    

6.08

%

   

3.82

%

 

Since Inception

   

6.80

%

   

7.25

%

 

Average Annual Total Return4

(Including retained gain tax credit/refund)

   

On Share Price

 

On NAV

 
1-Year    

22.99

%

   

18.45

%

 
5-Year    

6.08

%

   

3.82

%

 

Since Inception

   

7.08

%

   

7.53

%

 

JDD

Performance

OVERVIEW

Nuveen Diversified Dividend and Income Fund

  December 31, 2012

Portfolio Allocation (as a % of total investments)2,3,5

2012 Distributions Per Common Share

Common Share Price Performance — Weekly Closing Price

  Refer to the Glossary of Terms Used in this Report for further definition of the terms used within this Fund's Performance Overview page.

1  Current Distribution Rate is based on the Fund's current annualized quarterly distribution divided by the Fund's current market price. REIT distributions received by the Fund are generally comprised of investment income, long-term and short-term capital gains and a REIT return of capital. 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 investments in Fund's distributions, a return of capital for tax purposes.

2  Excluding investments in derivatives.

3  Holdings are subject to change.

4  As previously explained in the Common Share Distribution and 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. The Fund had no retained capital gains for the tax years ended December 31, 2012 through December 31, 2008, or for the tax years ended prior to December 31, 2006.

5  68.8% of the Fund's total investments (excluding investments in derivatives) are U.S. Securities.

Nuveen Investments
16




Report of INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders
Nuveen Diversified Dividend and Income Fund

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Nuveen Diversified Dividend and Income Fund (the "Fund") as of December 31, 2012, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012, by correspondence with the custodian, counterparty, selling or agent banks, and brokers or by other appropriate auditing procedures where replies from selling or agent banks and brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Nuveen Diversified Dividend and Income Fund at December 31, 2012, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Chicago, Illinois
February 27, 2013

Nuveen Investments
17




JDD

Nuveen Diversified Dividend and Income Fund

Portfolio of Investments

  December 31, 2012

Shares

 

Description (1)

             

Value

 
       

Common Stocks – 34.6% (24.0% of Total Investments)

                             
       

Aerospace & Defense – 0.6%

                             
  25,000            

Raytheon Company

                         

$

1,439,000

   
       

Automobiles – 0.9%

                             
  77,000            

General Motors Company, (2)

                           

2,219,910

   
       

Building Products – 0.5%

                             
  35,400            

Masonite Worldwide Holdings

                           

1,168,200

   
       

Chemicals – 0.5%

                             
  23,000            

Mosaic Company

                           

1,302,490

   
       

Commercial Banks – 1.3%

                             
  91,800            

Wells Fargo & Company

                           

3,137,724

   
       

Communications Equipment – 1.3%

                             
  144,800            

Cisco Systems, Inc.

                           

2,845,320

   
  44,000            

LM Ericsson Telefonaktiebolaget, Sponsored ADR

                           

444,400

   
       

Total Communications Equipment

                           

3,289,720

   
       

Consumer Finance – 1.0%

                             
  44,100            

Capital One Financial Corporation

                           

2,554,713

   
       

Diversified Financial Services – 2.4%

                             
  78,000            

Citigroup Inc.

                           

3,085,680

   
  68,000            

JPMorgan Chase & Co.

                           

2,989,960

   
       

Total Diversified Financial Services

                           

6,075,640

   
       

Diversified Telecommunication Services – 0.3%

                             
  181,200            

Frontier Communications Corporation

                           

775,536

   
       

Energy Equipment & Services – 0.4%

                             
  26,500            

Halliburton Company

                           

919,285

   
       

Food & Staples Retailing – 1.0%

                             
  50,000            

CVS Caremark Corporation

                           

2,417,500

   
       

Industrial Conglomerates – 0.4%

                             
  45,500            

General Electric Company

                           

955,045

   
       

Insurance – 4.3%

                             
  88,600            

American International Group, (2)

                           

3,127,580

   
  120,000            

Hartford Financial Services Group, Inc.

                           

2,692,800

   
  37,500            

MetLife, Inc.

                           

1,235,250

   
  63,000            

Symetra Financial Corporation

                           

817,740

   
  132,500            

Unum Group

                           

2,758,650

   
       

Total Insurance

                           

10,632,020

   

Nuveen Investments
18



Shares

 

Description (1)

             

Value

 
       

Machinery – 0.7%

                             
  18,800            

Ingersoll Rand Company Limited, Class A

                         

$

901,648

   
  17,400            

PACCAR Inc.

                           

786,654

   
       

Total Machinery

                           

1,688,302

   
       

Media – 3.9%

                             
  147,000            

Interpublic Group Companies, Inc.

                           

1,619,940

   
  16,393            

Metro-Goldwyn-Mayer, (3)

                           

618,836

   
  107,600            

National CineMedia, Inc.

                           

1,520,388

   
  32,400            

News Corporation, Class A

                           

827,496

   
  50,300            

Time Warner Inc.

                           

2,405,849

   
  51,000            

Viacom Inc., Class B

                           

2,689,740

   
       

Total Media

                           

9,682,249

   
       

Metals & Mining – 1.8%

                             
  67,800            

AngloGold Ashanti Limited, Sponsored ADR

                           

2,126,886

   
  49,500            

Barrick Gold Corporation

                           

1,732,995

   
  14,600            

Newmont Mining Corporation

                           

678,024

   
       

Total Metals & Mining

                           

4,537,905

   
       

Oil, Gas & Consumable Fuels – 2.4%

                             
  9,900            

Occidental Petroleum Corporation

                           

758,439

   
  31,700            

Royal Dutch Shell PLC, Class A

                           

2,185,715

   
  65,000            

Talisman Energy Inc.

                           

736,450

   
  43,900            

Total SA, Sponsored ADR

                           

2,283,239

   
       

Total Oil, Gas & Consumable Fuels

                           

5,963,843

   
       

Pharmaceuticals – 6.4%

                             
  69,000            

GlaxoSmithKline PLC, Sponsored ADR

                           

2,999,430

   
  60,000            

Merck & Company Inc.

                           

2,456,400

   
  178,100            

Pfizer Inc., (4)

                           

4,466,748

   
  94,500            

Sanofi-Aventis, ADR

                           

4,477,410

   
  40,200            

Teva Pharmaceutical Industries Limited, Sponsored ADR

                           

1,501,068

   
       

Total Pharmaceuticals

                           

15,901,056

   
       

Semiconductors & Equipment – 0.4%

                             
  80,000            

Applied Materials, Inc.

                           

915,200

   
       

Software – 2.2%

                             
  142,500            

CA Technologies, Inc.

                           

3,132,150

   
  83,000            

Microsoft Corporation

                           

2,218,590

   
       

Total Software

                           

5,350,740

   
       

Specialty Retail – 0.2%

                             
  41,000            

Best Buy Co., Inc.

                           

485,850

   
       

Tobacco – 0.8%

                             
  25,000            

Philip Morris International

                           

2,091,000

   
       

Wireless Telecommunication Services – 0.9%

                             
  85,000            

Vodafone Group PLC, Sponsored ADR

                           

2,141,150

   
       

Total Common Stocks (cost $79,312,486)

                           

85,644,078

   

Nuveen Investments
19



JDD

Nuveen Diversified Dividend and Income Fund (continued)

Portfolio of Investments December 31, 2012

Shares

 

Description (1)

             

Value

 
       

Real Estate Investment Trust Common Stocks- 36.4% (25.3% of Total Investments)

                             
       

Diversified – 2.8%

                             
  154,550            

Colonial Properties Trust

                         

$

3,302,734

   
  43,750            

Vornado Realty Trust

                           

3,503,500

   
       

Total Diversified

                           

6,806,234

   
       

Hotels, Restaurants & Leisure – 2.5%

                             
  197,342            

Host Hotels & Resorts Inc.

                           

3,092,349

   
  53,450            

Starwood Hotels & Resorts Worldwide, Inc.

                           

3,065,892

   
       

Total Hotels, Restaurants & Leisure

                           

6,158,241

   
       

Industrial – 1.3%

                             
  90,498            

Prologis Inc.

                           

3,302,272

   
       

Mortgage – 0.4%

                             
  56,000            

Redwood Trust Inc.

                           

945,840

   
       

Office – 6.9%

                             
  194,500            

BioMed Realty Trust Inc.

                           

3,759,685

   
  31,350            

Boston Properties, Inc.

                           

3,317,144

   
  130,900            

Douglas Emmett Inc.

                           

3,049,970

   
  136,500            

Mack-Cali Realty Corporation

                           

3,564,015

   
  45,900            

SL Green Realty Corporation

                           

3,518,235

   
       

Total Office

                           

17,209,049

   
       

Residential – 7.1%

                             
  130,876            

Apartment Investment & Management Company, Class A

                           

3,541,505

   
  45,375            

AvalonBay Communities, Inc.

                           

6,152,396

   
  84,700            

Equity Residential

                           

4,799,949

   
  130,850            

UDR Inc.

                           

3,111,613

   
       

Total Residential

                           

17,605,463

   
       

Retail – 8.4%

                             
  44,560            

General Growth Properties Inc.

                           

884,516

   
  154,900            

Kimco Realty Corporation

                           

2,992,668

   
  57,491            

Macerich Company

                           

3,351,725

   
  74,600            

Regency Centers Corporation

                           

3,515,152

   
  41,785            

Simon Property Group, Inc.

                           

6,605,791

   
  129,750            

Weingarten Realty Trust

                           

3,473,407

   
       

Total Retail

                           

20,823,259

   
       

Specialized – 7.0%

                             
  92,400            

Extra Space Storage Inc.

                           

3,362,436

   
  79,000            

HCP, Inc.

                           

3,569,220

   
  58,650            

Health Care REIT, Inc.

                           

3,594,658

   
  24,324            

Public Storage, Inc.

                           

3,526,007

   
  52,650            

Ventas Inc.

                           

3,407,508

   
       

Total Specialized

                           

17,459,829

   
       

Total Real Estate Investment Trust Common Stocks (cost $66,739,849)

                           

90,310,187

   

Shares

 

Description (1)

 

Coupon

         

Value

 
       

Real Estate Investment Trust Preferred Stocks- 1.6% (1.1% of Total Investments)

                             
   

 

Residential – 1.6%

                             
  151,450            

Equity Lifestyle Properties Inc.

   

6.750

%

                 

$

3,884,692

   
       

Total Real Estate Investment Trust Preferred Stocks (cost $3,843,751)

                           

3,884,692

   

Nuveen Investments
20



Shares

 

Description (1)

 

Coupon

     

Ratings (5)

 

Value

 
       

Capital Preferred Securities – 0.6% (0.4% of Total Investments)

                             
       

Food Products – 0.6%

                             
  15            

HJ Heinz Finance Company, 144A

   

8.000

%

         

BBB-

 

$

1,569,375

   
       

Total Capital Preferred Securities (cost $1,310,000)

                           

1,569,375

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (6)

 

Ratings (5)

 

Value

 
       

Variable Rate Senior Loan Interests – 33.4% (23.2% of Total Investments) (7)

                             
       

Aerospace & Defense – 0.2%

                             

$

438

           

Hamilton Sundstrand, Term Loan B

   

5.000

%

 

12/05/19

 

B+

 

$

441,913

   
       

Airlines – 0.2%

                             
  500            

Delta Air Lines, Inc., Term Loan B1

   

5.250

%

 

10/18/18

 

Ba2

   

504,532

   
       

Auto Components – 1.1%

                             
  1,300            

Federal-Mogul Corporation, Tranche B, Term Loan

   

2.148

%

 

12/29/14

 

B1

   

1,197,153

   
  663            

Federal-Mogul Corporation, Tranche C, Term Loan

   

2.148

%

 

12/28/15

 

B1

   

610,792

   
  1,000            

Goodyear Tire & Rubber Company, Term Loan, Second Lien

   

4.750

%

 

4/30/19

 

Ba1

   

1,008,500

   
  2,963            

Total Auto Components

                           

2,816,445

   
       

Biotechnology – 0.4%

                             
  884            

Grifols, Inc., Term Loan

   

4.500

%

 

6/01/17

 

BB

   

893,671

   
       

Chemicals – 0.8%

                             
  1,011            

Ashland, Inc., Term Loan

   

3.750

%

 

8/23/18

 

Baa3

   

1,024,545

   
  980            

Univar, Inc., Term Loan

   

5.000

%

 

6/30/17

 

B+

   

979,727

   
  1,991            

Total Chemicals

                           

2,004,272

   
       

Commercial Services & Supplies – 0.8%

                             
  1,000            

ADS Waste Holdings, Inc., Term Loan B

   

5.250

%

 

10/09/19

 

B+

   

1,013,750

   
  985            

KAR Auction Services, Inc., Term Loan

   

5.000

%

 

5/19/17

 

BB-

   

995,466

   
  1,985            

Total Commercial Services & Supplies

                           

2,009,216

   
       

Communications Equipment – 0.4%

                             
  979            

Avaya, Inc., Term Loan

   

3.062

%

 

10/27/14

 

B1

   

960,882

   
       

Consumer Finance – 0.3%

                             
  750            

Springleaf Financial Funding Company, Term Loan

   

5.500

%

 

5/10/17

 

B3

   

746,954

   
       

Containers & Packaging – 0.8%

                             
  1,595            

Reynolds Group Holdings, Inc., Term Loan

   

4.750

%

 

9/28/18

 

B+

   

1,616,351

   
  357            

Sealed Air Corporation, Term Loan B1

   

4.000

%

 

10/03/18

 

Ba1

   

362,483

   
  1,952            

Total Containers & Packaging

                           

1,978,834

   
       

Diversified Financial Services – 0.2%

                             
  451            

Pinafore LLC, Term Loan

   

4.250

%

 

9/29/16

 

BB

   

454,359

   
       

Diversified Telecommunication Services – 0.3%

                             
  856            

Intelsat Jackson Holdings, Ltd., Term Loan B1

   

4.500

%

 

4/02/18

 

BB-

   

863,781

   
       

Electric Utilities – 0.7%

                             
  2,312            

TXU Corporation, 2014 Term Loan

   

3.746

%

 

10/10/14

 

B2

   

1,764,397

   
       

Electrical Equipment – 0.3%

                             
  394            

Sensata Technologies B.V., Term Loan B

   

3.750

%

 

5/12/18

 

BB+

   

396,561

   
  295            

Sensus Metering Systems, Inc., Term Loan, First Lien

   

4.750

%

 

5/09/17

 

Ba3

   

295,917

   
  689            

Total Electrical Equipment

                           

692,478

   

Nuveen Investments
21



JDD

Nuveen Diversified Dividend and Income Fund (continued)

Portfolio of Investments December 31, 2012

Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (6)

 

Ratings (5)

 

Value

 
       

Food Products – 1.7%

                             

$

1,000

           

AdvancePierre Foods, Inc., Term Loan, First Lien

   

5.750

%

 

7/10/17

 

B1

 

$

1,013,125

   
  1,255            

Michael Foods Group, Inc., Term Loan

   

4.250

%

 

2/25/18

 

Ba3

   

1,264,990

   
  1,953            

U.S. Foodservice, Inc., Extended Term Loan

   

5.750

%

 

3/31/17

 

B2

   

1,963,709

   
  4,208            

Total Food Products

                           

4,241,824

   
       

Health Care Equipment & Supplies – 0.6%

                             
  1,485            

Kinetic Concepts, Inc., Term Loan C1

   

5.500

%

 

5/04/18

 

Ba2

   

1,503,562

   
       

Health Care Providers & Services – 4.0%

                             
  4            

Community Health Systems, Inc., Extended Term Loan

   

3.811

%

 

1/25/17

 

BB

   

4,274

   
  1,000            

DaVita, Inc., New Term Loan B2

   

4.000

%

 

11/01/19

 

Ba2

   

1,009,163

   
  1,960            

DaVita, Inc., Tranche B, Term Loan

   

4.500

%

 

10/20/16

 

Ba2

   

1,976,170

   
  1,969            

Golden Living, Term Loan

   

5.000

%

 

5/04/18

 

B1

   

1,856,016

   
  76            

HCA, Inc., Tranche B2, Term Loan

   

3.561

%

 

3/31/17

 

BB

   

76,227

   
  903            

Kindred Healthcare, Term Loan

   

5.250

%

 

6/01/18

 

Ba3

   

884,107

   
  798            

MultiPlan, Inc., Term Loan B

   

4.750

%

 

8/26/17

 

Ba3

   

804,101

   
  993            

Select Medical Corporation, Tranche B, Term Loan A

   

5.500

%

 

6/01/18

 

BB-

   

1,001,184

   
  1,410            

United Surgical Partners International, Inc., Extended Term Loan

   

5.250

%

 

4/19/17

 

B1

   

1,416,847

   
  805            

Universal Health Services, Inc., Term Loan B

   

3.750

%

 

11/15/16

 

BB+

   

809,249

   
  9,918            

Total Health Care Providers & Services

                           

9,837,338

   
       

Health Care Technology – 0.4%

                             
  990            

Emdeon Business Services LLC, Term Loan B1

   

5.000

%

 

11/02/18

 

BB-

   

1,001,280

   
       

Hotels, Restaurants & Leisure – 3.1%

                             
  1,950            

24 Hour Fitness Worldwide, Inc., New Term Loan

   

7.500

%

 

4/22/16

 

Ba3

   

1,969,012

   
  182            

Venetian Casino Resort LLC, Delayed Term Loan

   

2.760

%

 

11/23/16

 

BBB-

   

182,764

   
  578            

Venetian Casino Resort LLC, Tranche B, Term Loan

   

2.760

%

 

11/23/16

 

BBB-

   

579,605

   
  1,391            

Dunkin Brands, Inc., Term Loan B2

   

4.000

%

 

11/23/17

 

B

   

1,402,772

   
  500            

MGM Resorts International, Term Loan B

   

4.250

%

 

12/20/19

 

Ba2

   

506,094

   
  1,970            

Seaworld Parks and Entertainment, Inc., Term Loan B

   

4.000

%

 

8/17/17

 

BB-

   

1,987,845

   
  1,015            

Six Flags Theme Parks, Inc., Term Loan B

   

4.000

%

 

12/20/18

 

BB+

   

1,021,880

   
  7,586            

Total Hotels, Restaurants & Leisure

                           

7,649,972

   
       

Household Durables – 0.4%

                             
  1,000            

AOT Bedding Super Holdings LLC, Term Loan B

   

5.000

%

 

10/01/19

 

B+

   

1,002,847

   
       

Industrial Conglomerates – 1.2%

                             
  2,948            

U.S. Foodservice, Inc., Term Loan, First Lien

   

5.750

%

 

3/31/17

 

B2

   

2,962,238

   
       

Internet & Catalog Retail – 0.3%

                             
  706            

Burlington Coat Factory Warehouse Corporation, Term Loan B1

   

5.500

%

 

2/23/17

 

B

   

713,342

   
       

Internet Software & Services – 0.1%

                             
  173            

Go Daddy Operating Co. LLC, Term Loan, Tranche B1

   

5.500

%

 

12/17/18

 

Ba3

   

173,608

   
       

IT Services – 0.3%

                             
  398            

SunGard Data Systems, Inc., Term Loan B

   

1.959

%

 

2/28/14

 

BB

   

399,944

   
  274            

Frac Tech International LLC, Term Loan

   

8.500

%

 

5/06/16

 

B+

   

228,246

   
  672            

Total IT Services

                           

628,190

   
       

Leisure Equipment & Products – 0.5%

                             
  1,329            

Cedar Fair LP, Term Loan

   

4.000

%

 

12/15/17

 

BB

   

1,343,241

   
       

Media – 3.6%

                             
  538            

Nielsen Finance LLC, Term Loan C

   

3.463

%

 

5/02/16

 

Ba2

   

541,826

   
  1,564            

Univision Communications, Inc., Term Loan

   

4.462

%

 

3/31/17

 

B+

   

1,541,100

   
  1,000            

UPC Broadband Holding BV, Term Loan N

   

3.714

%

 

12/31/17

 

Ba3

   

999,250

   

Nuveen Investments
22



Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (6)

 

Ratings (5)

 

Value

 
        Media (continued)                              

$

1,515

           

Yell Group PLC, Term Loan, (8)

   

0.000

%

 

7/31/14

 

N/R

 

$

347,888

   
  613            

Bresnan Broadband Holdings LLC, Term Loan B

   

4.500

%

 

12/14/17

 

BB+

   

617,285

   
  993            

Cequel Communications LLC, Term Loan

   

4.000

%

 

2/14/19

 

Ba2

   

998,565

   
  990            

Cumulus Media, Inc., Term Loan B, First Lien

   

4.500

%

 

9/18/18

 

Ba2

   

994,611

   
  750            

Cumulus Media, Inc., Term Loan, Second Lien

   

7.500

%

 

9/16/19

 

B2

   

774,375

   
  1,246            

Interactive Data Corporation, Term Loan B

   

4.500

%

 

2/11/18

 

Ba3

   

1,254,637

   
  500            

Tribune Company, Exit Term Loan B, WI/DD

   

TBD

   

TBD

 

BB+

   

500,062

   
  438            

WideOpenWest Finance LLC, Term Loan B

   

6.250

%

 

7/12/18

 

B1

   

443,512

   
  10,147            

Total Media

                           

9,013,111

   
       

Metals & Mining – 0.3%

                             
  637            

FMG Resources, Ltd., Term Loan B

   

5.250

%

 

10/18/17

 

BB+

   

643,018

   
       

Oil, Gas & Consumable Fuels – 1.4%

                             
  500            

El Paso Corporation, Tranche B1, Term Loan

   

5.000

%

 

5/24/18

 

Ba3

   

504,196

   
  1,160            

Energy Transfer Partners LP, Term Loan B

   

3.750

%

 

3/24/17

 

BB

   

1,170,785

   
  1,000            

Plains Exploration and Production Company, Term Loan

   

4.000

%

 

10/15/19

 

Ba1

   

1,004,583

   
  833            

Samson Investment Company, Initial Term Loan, Second Lien

   

6.000

%

 

9/25/18

 

B+

   

842,187

   
  3,493            

Total Oil, Gas & Consumable Fuels

                           

3,521,751

   
       

Pharmaceuticals – 3.5%

                             
  500            

Bausch & Lomb, Inc., Delayed Draw, Term Loan

   

4.750

%

 

9/30/15

 

B+

   

504,688

   
  1,493            

Bausch & Lomb, Inc., Term Loan B

   

5.250

%

 

5/17/19

 

B+

   

1,507,958

   
  1,000            

ConvaTec Healthcare, Incremental Term Loan B

   

5.000

%

 

12/22/16

 

Ba3

   

1,015,000

   
  914            

Par Pharmaceutical Companies, Inc., Term Loan B

   

5.000

%

 

9/30/19

 

B+

   

915,613

   
  750            

Quintiles Transnational Corporation, Term Loan B, WI/DD

   

TBD

   

TBD

 

BB-

   

756,093

   
  1,990            

Valeant Pharmaceuticals International, Inc., Tranche B, Term Loan D

   

4.250

%

 

2/13/19

 

BBB-

   

2,004,095

   
  282            

Warner Chilcott Company LLC, Term Loan B1 Additional

   

4.250

%

 

3/15/18

 

BBB-

   

284,591

   
  744            

Warner Chilcott Corporation, Term Loan B1

   

4.250

%

 

3/15/18

 

BBB-

   

749,377

   
  372            

Warner Chilcott Corporation, Term Loan B2

   

4.250

%

 

3/15/18

 

BBB-

   

374,688

   
  511            

Warner Chilcott Corporation, Term Loan B3

   

4.250

%

 

3/15/18

 

BBB-

   

515,196

   
  8,556            

Total Pharmaceuticals

                           

8,627,299

   
       

Real Estate Investment Trust – 0.4%

                             
  964            

iStar Financial, Inc., Term Loan

   

5.750

%

 

10/15/17

 

BB-

   

976,031

   
       

Real Estate Management & Development – 0.5%

                             
  886            

Capital Automotive LP, Tranche B

   

5.250

%

 

3/11/17

 

Ba3

   

897,239

   
  372            

LNR Property Corporation, Term Loan

   

4.750

%

 

4/29/16

 

BB+

   

374,432

   
  1,258            

Total Real Estate Management & Development

                           

1,271,671

   
       

Road & Rail – 0.2%

                             
  568            

Swift Transportation Company, Inc., Term Loan, Tranche B2

   

5.000

%

 

12/21/17

 

BB

   

574,893

   
       

Semiconductors & Equipment – 1.1%

                             
  981            

Freescale Semiconductor, Inc., Term Loan, Tranche B1

   

4.464

%

 

12/01/16

 

B1

   

964,225

   
  750            

NXP Semiconductor LLC, Incremental Term Loan C

   

4.750

%

 

12/06/19

 

B+

   

754,453

   
  983            

NXP Semiconductor LLC, Term Loan

   

4.500

%

 

3/03/17

 

B2

   

992,478

   
  2,714            

Total Semiconductors & Equipment

                           

2,711,156

   
       

Software – 1.3%

                             
  875            

Datatel Parent Corp, Term Loan B

   

6.250

%

 

7/19/18

 

B+

   

886,985

   
  871            

Infor Enterprise Applications, Term Loan B

   

5.250

%

 

4/05/18

 

Ba3

   

880,289

   
  1,241            

SS&C Technologies, Inc./ Sunshine Acquisition II, Inc., Funded Term Loan B1

   

5.000

%

 

6/07/19

 

BB-

   

1,255,263

   
  128            

SS&C Technologies, Inc./ Sunshine Acquisition II, Inc., Funded Term Loan B2

   

5.000

%

 

6/07/19

 

BB-

   

129,333

   
  3,115            

Total Software

                           

3,151,870

   

Nuveen Investments
23



JDD

Nuveen Diversified Dividend and Income Fund (continued)

Portfolio of Investments December 31, 2012

Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (6)

 

Ratings (5)

 

Value

 
       

Specialty Retail – 1.9%

                             

$

985

           

J Crew Group, Term Loan

   

4.500

%

 

3/07/18

 

B1

 

$

990,404

   
  1,768            

Jo-Ann Stores, Inc., Term Loan

   

4.750

%

 

3/16/18

 

B+

   

1,777,647

   
  998            

Pilot Travel Centers LLC, First Amendment, Tranche B, Term Loan

   

4.250

%

 

8/07/19

 

BB

   

1,006,438

   
  952            

Tempur-Pedic International, Inc., Term Loan B, WI/DD

   

TBD

   

TBD

 

BB

   

965,674

   
  4,703            

Total Specialty Retail

                           

4,740,163

   
       

Wireless Telecommunication Services – 0.1%

                             
  442            

Clear Channel Communications, Inc., Tranche B, Term Loan

   

3.862

%

 

1/29/16

 

CCC+

   

367,797

   

$

84,362

           

Total Variable Rate Senior Loan Interests (cost $83,775,503)

                           

82,787,936

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (5)

 

Value

 
       

Corporate Bonds – 0.2% (0.1% of Total Investments)

                             
       

Media – 0.1%

                             

$

132

           

Clear Channel Communications, Inc., 144A

   

9.000

%

 

12/15/19

 

CCC+

 

$

120,780

   
       

Metals & Mining – 0.1%

                             
  215            

Southern Copper Corporation

   

7.500

%

 

7/27/35

 

BBB+

   

276,014

   

$

347

           

Total Corporate Bonds (cost $380,583)

                           

396,794

   
Principal
Amount (000) (9)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (5)

 

Value

 
       

Emerging Markets Debt and Foreign Corporate Bonds- 34.5% (23.9% of Total Investments)

                             
       

Argentina – 0.6%

                             
  130            

City of Buenos Aires, Argentina, 144A

   

12.500

%

 

4/06/15

 

B-

 

$

127,400

   
  80            

Republic of Argentina

   

8.750

%

 

6/02/17

 

B

   

70,800

   
  324            

Republic of Argentina

   

8.280

%

 

12/31/33

 

CC

   

231,754

   
  390            

Republic of Argentina

   

8.280

%

 

12/31/33

 

B-

   

267,327

   
  2,105            

Republic of Argentina

   

2.500

%

 

12/31/38

 

CC

   

755,695

   
               

Total Argentina

                           

1,452,976

   
       

Azerbaijan – 0.2%

                             
  465            

Azerbaijan State Oil Company, Reg S

   

5.450

%

 

2/09/17

 

BBB-

   

510,338

   
       

Brazil – 3.2%

                             
  300            

Banco BTG Pactual SA Cayman, 144A

   

5.750

%

 

9/28/22

 

Ba1

   

307,500

   
  170            

Banco do Brasil, Reg S

   

8.500

%

   

N/A (10)

   

Baa2

   

206,550

   
  255            

Banco do Nordeste do Brasil, 144A

   

3.625

%

 

11/09/15

 

BBB

   

263,925

   
  36    

BRL

     

Brazil Notas do Tesouro Nacional

   

6.000

%

 

5/15/15

 

Baa2

   

430,278

   
  300            

Centrais Eletricas Brasileiras S.A, 144A

   

5.750

%

 

10/27/21

 

BBB

   

322,500

   
  400            

Centrais Eletricas Brasileiras S.A, Reg S

   

5.750

%

 

10/27/21

 

BBB

   

430,000

   
  695    

BRL

     

Companhia Energetica de Sao Paulo, 144A

   

9.750

%

 

1/15/15

 

Ba1

   

512,619

   
  115            

Federative Republic of Brazil

   

6.000

%

 

1/17/17

 

BBB

   

135,700

   
  136            

Federative Republic of Brazil

   

8.250

%

 

1/20/34

 

BBB

   

228,820

   
  710            

Federative Republic of Brazil

   

7.125

%

 

1/20/37

 

BBB

   

1,086,300

   
  250            

Federative Republic of Brazil

   

5.625

%

 

1/07/41

 

BBB

   

327,500

   
  150            

Fibria Overseas Finance, 144A

   

6.750

%

 

3/03/21

 

Ba1

   

166,125

   
  295            

Globo Comunicacao Participacoes, SA, 144A

   

5.307

%

 

5/11/22

 

BBB+

   

321,550

   
  120            

Globo Comunicacao Participacoes, SA, 144A

   

6.250

%

   

N/A (11)

   

BBB+

   

130,200

   
  415            

Itau Unibanco Holdings SA, Reg S

   

5.500

%

 

8/06/22

 

Baa2

   

434,713

   
  200            

OGX Petroleo e Gas Participacoes SA, 144A

   

8.375

%

 

4/01/22

 

B1

   

167,000

   
  180            

Petrobras International Finance Company

   

7.875

%

 

3/15/19

 

A3

   

224,834

   
  325            

Petrobras International Finance Company

   

5.750

%

 

1/20/20

 

A3

   

369,966

   
  175            

Petrobras International Finance Company

   

5.375

%

 

1/27/21

 

A3

   

197,019

   
  240            

Petrobras International Finance Company

   

6.750

%

 

1/27/41

 

A3

   

304,101

   

Nuveen Investments
24



Principal
Amount (000) (9)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (5)

 

Value

 
        Brazil (continued)                              
  215            

Rearden G Holdings

   

7.875

%

 

3/30/20

 

BB

 

$

238,650

   
  310            

Samarco Mineracao SA, 144A

   

4.125

%

 

11/01/22

 

BBB

   

315,425

   
  294            

Telemar Norte Leste SA, 144A

   

5.500

%

 

10/23/20

 

BBB

   

305,760

   
  430            

Vale SA

   

5.625

%

 

9/11/42

 

A-

   

466,808

   
       

Total Brazil

                           

7,893,843

   
       

Canada – 0.2%

                             
  431            

Pacific Rubiales Energy Corporation, 144A

   

7.250

%

 

12/12/21

 

BB+

   

497,805

   
       

Chile – 1.4%

                             
  150            

Banco del Estado Chile, 144A

   

3.875

%

 

2/08/22

 

AA-

   

159,199

   
  640            

Coporacion Nacional del Cobre de Chile, Reg S

   

3.750

%

 

11/04/20

 

A1

   

692,047

   
  305            

Coporacion Nacional del Cobre de Chile, Reg S

   

3.875

%

 

11/03/21

 

A1

   

332,337

   
  320            

Coporacion Nacional del Cobre de Chile, Reg S

   

4.250

%

 

7/17/42

 

A1

   

325,743

   
  420            

Corporacion Nacional del Cobre, 144A

   

3.750

%

 

11/04/20

 

A1

   

454,156

   
  210            

Corporacion Nacional del Cobre, 144A

   

3.000

%

 

7/17/22

 

A1

   

212,332

   
  545            

Corporacion Nacional del Cobre, 144A

   

4.250

%

 

7/17/42

 

A1

   

554,782

   
  55            

Empresa Nacional del Petroleo, 144A

   

4.875

%

 

3/15/14

 

A

   

56,883

   
  225            

Empresa Nacional del Petroleo, 144A

   

6.250

%

 

7/08/19

 

A

   

258,698

   
  395            

Empresa Nacional del Petroleo, 144A

   

4.750

%

 

12/06/21

 

A

   

423,291

   
       

Total Chile

                           

3,469,468

   
       

China – 0.2%

                             
  205            

ENN Energy Holdings Limited, 144A

   

6.000

%

 

5/13/21

 

BBB

   

236,306

   
  255            

Sinopec Group Overseas Development 2012, 144A

   

3.900

%

 

5/17/22

 

Aa3

   

275,441

   
       

Total China

                           

511,747

   
       

Colombia – 1.3%

                             
  395            

Bancolombia SA

   

6.125

%

 

7/26/20

 

Baa3

   

429,563

   
  275            

Bancolombia SA

   

5.125

%

 

9/11/22

 

Baa3

   

286,000

   
  215            

Grupo Aval Acciones y Valores, 144A

   

4.750

%

 

9/26/22

 

Baa3

   

217,688

   
  708,000    

COP

     

Republic of Colombia

   

12.000

%

 

10/22/15

 

BBB-

   

486,785

   
  160            

Republic of Colombia

   

7.375

%

 

3/18/19

 

BBB-

   

210,320

   
  420,000    

COP

     

Republic of Colombia

   

7.750

%

 

4/14/21

 

BBB-

   

297,470

   
  175,000    

COP

     

Republic of Colombia

   

9.850

%

 

6/28/27

 

BBB-

   

151,795

   
  535            

Republic of Colombia

   

10.375

%

 

1/28/33

 

BBB-

   

985,738

   
  100            

Republic of Colombia

   

6.125

%

 

1/18/41

 

BBB-

   

137,300

   
       

Total Colombia

                           

3,202,659

   
       

Costa Rica – 0.2%

                             
  590            

Republic of Costa Rica

   

4.250

%

 

1/26/23

 

Baa3

   

595,310

   
       

Cote d'Ivoire (Ivory Coast) – 0.3%

                             
  905            

Ivory Coast Republic, Reg S

   

5.750

%

 

12/31/32

 

D

   

843,913

   
       

Croatia – 0.6%

                             
  200            

Esckom Holdings Limited, Reg S

   

5.750

%

 

1/26/21

 

A

   

226,750

   
  215            

Hrvatska Electroprivreda, 144A

   

6.000

%

 

11/09/17

 

Ba2

   

226,825

   
  130            

Republic of Croatia, 144A

   

6.625

%

 

7/14/20

 

Baa3

   

148,525

   
  305            

Republic of Croatia, Reg S

   

6.375

%

 

3/24/21

 

Baa3

   

346,938

   
  280            

Republic of Croatia, 144A

   

6.250

%

 

4/27/17

 

Baa3

   

307,020

   
  230            

Republic of Croatia, Reg S

   

5.375

%

 

11/29/19

 

Baa3

   

263,638

   
       

Total Croatia

                           

1,519,696

   
       

Dominican Republic – 0.2%

                             
  366            

Dominican Republic, Reg S

   

9.040

%

 

1/23/18

 

B+

   

413,746

   

Nuveen Investments
25



JDD

Nuveen Diversified Dividend and Income Fund (continued)

Portfolio of Investments December 31, 2012

Principal
Amount (000) (9)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (5)

 

Value

 
       

El Salvador – 0.7%

                             
  345            

Republic of El Salvador, Reg S

   

7.375

%

 

12/01/19

 

BB

 

$

396,233

   
  481            

Republic of El Salvador, Reg S

   

7.750

%

 

1/24/23

 

BB

   

571,188

   
  75            

Republic of El Salvador, Reg S

   

7.625

%

 

9/21/34

 

BB

   

87,750

   
  20            

Republic of El Salvador, Reg S

   

7.650

%

 

6/15/35

 

BB

   

22,850

   
  260            

Republic of El Salvador, Reg S

   

7.625

%

 

2/01/41

 

BB

   

297,050

   
  215            

Republic of El Salvador

   

5.875

%

 

1/30/25

 

BB

   

217,365

   
  30            

Republic of El Salvador

   

8.250

%

 

4/10/32

 

BB

   

36,225

   
       

Total El Salvador

                           

1,628,661

   
       

France – 0.1%

                             
  195            

E-CL S.A, 144A

   

5.625

%

 

1/15/21

 

BBB-

   

219,063

   
       

Georgia – 0.1%

                             
  225            

Georgian Railway LLC, 144A

   

7.750

%

 

7/11/22

 

BB-

   

255,938

   
       

Guatemala – 0.1%

                             
  245            

Republic of Guatemala, 144A

   

5.750

%

 

6/06/22

 

Ba1

   

270,113

   
       

Hungary – 0.9%

                             
  395    

EUR

     

Republic of Hungary, Government Bond

   

4.375

%

 

7/04/17

 

Ba1

   

513,560

   
  90    

EUR

     

Republic of Hungary, Government Bond

   

5.750

%

 

6/11/18

 

Ba1

   

122,561

   
  395    

EUR

     

Republic of Hungary, Government Bond

   

3.875

%

 

2/24/20

 

Ba1

   

481,320

   
  46            

Republic of Hungary, Government Bond

   

6.375

%

 

3/29/21

 

Ba1

   

50,784

   
  940            

Republic of Hungary, Government Bond

   

7.625

%

 

3/29/41

 

Ba1

   

1,085,700

   
       

Total Hungary

                           

2,253,925

   
       

Iceland – 0.1%

                             
  231            

Republic of Iceland, Treasury Obligations, 144A

   

5.875

%

 

5/11/22

 

BBB-

   

257,900

   
       

India – 0.2%

                             
  285            

Reliance Holdings USA Inc., 144A

   

5.400

%

 

2/14/22

 

BBB

   

318,766

   
  245            

Vedanta Resources PLC, 144A

   

8.250

%

 

6/07/21

 

BB

   

270,113

   
       

Total India

                           

588,879

   
       

Indonesia – 2.4%

                             
  185            

Majapahit Holdings BV, Reg S

   

8.000

%

 

8/07/19

 

Baa3

   

234,025

   
  200            

Perusahaan Listrik Negaraa PT, Reg S

   

5.500

%

 

11/22/21

 

Baa3

   

226,000

   
  455            

Republic of Indonesia, Reg S

   

6.750

%

 

3/10/14

 

Baa3

   

481,163

   
  590            

Republic of Indonesia, Reg S

   

10.375

%

 

5/04/14

 

Baa3

   

657,850

   
  520            

Republic of Indonesia, Reg S

   

7.250

%

 

4/20/15

 

Baa3

   

585,650

   
  1,445            

Republic of Indonesia, Reg S

   

7.500

%

 

1/15/16

 

Baa3

   

1,688,844

   
  165            

Republic of Indonesia, Reg S

   

6.875

%

 

1/17/18

 

Baa3

   

201,506

   
  395            

Republic of Indonesia, Reg S

   

11.625

%

 

3/04/19

 

Baa3

   

597,438

   
  225            

Republic of Indonesia, Reg S

   

6.625

%

 

2/17/37

 

Baa3

   

300,938

   
  667            

Republic of Indonesia, Reg S

   

7.750

%

 

1/17/38

 

Baa3

   

1,005,503

   
       

Total Indonesia

                           

5,978,917

   
       

Ireland – 0.1%

                             
  245            

RZD Capital Limited, Russian Railways, Reg S

   

5.700

%

 

4/05/22

 

Baa1

   

280,329

   
       

Isle of Man – 0.1%

                             
  305            

Sasol Financing International

   

4.500

%

 

11/14/22

 

Baa1

   

306,525

   
       

Kazakhstan – 1.3%

                             
  295            

Halyk Savings Bank of Kazakhstan

   

9.250

%

 

10/16/13

 

BB

   

308,275

   
  330            

Kazakhstan Development Bank

   

6.500

%

 

6/03/20

 

BBB+

   

371,250

   
  200            

Kazakhstan Development Bank, Reg S

   

5.500

%

 

12/20/15

 

BBB+

   

214,300

   
  375            

Kazakhstan Temir Zholy JSC

   

7.000

%

 

5/13/16

 

BBB

   

427,500

   

Nuveen Investments
26



Principal
Amount (000) (9)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (5)

 

Value

 
        Kazakhstan (continued)                              
  200            

Kazakhstan Temir Zholy JSC, 144A

   

6.950

%

 

7/10/42

 

BBB

 

$

251,500

   
  225            

Kazatomprom, Reg S

   

6.250

%

 

5/20/15

 

Baa3

   

243,619

   
  435            

Kazmunaygas National, Reg S

   

11.750

%

 

1/23/15

 

BBB

   

519,281

   
  430            

KazMuniaGaz Finance Subsidiary, 144A

   

11.750

%

 

1/23/15

 

BBB

   

513,313

   
  265            

KazMuniaGaz Finance Subsidiary, 144A

   

9.125

%

 

7/02/18

 

BBB

   

350,463

   
       

Total Kazakhstan

                           

3,199,501

   
       

Latvia – 0.7%

                             
  520            

Latvia Republic, 144A

   

5.250

%

 

2/22/17

 

BBB

   

582,920

   
  715            

Latvia Republic, 144A

   

3.625

%

 

1/12/20

 

BBB

   

707,135

   
  295            

Latvia Republic

   

5.250

%

 

2/22/17

 

BBB

   

330,695

   
       

Total Latvia

                           

1,620,750

   
       

Lithuania – 0.7%

                             
  175            

Republic of Lithuania, 144A

   

7.375

%

 

2/11/20

 

Baa1

   

227,938

   
  145            

Republic of Lithuania, 144A

   

6.125

%

 

3/09/21

 

Baa1

   

178,539

   
  670            

Republic of Lithuania, 144A

   

6.625

%

 

2/01/22

 

Baa1

   

856,796

   
  120            

Republic of Lithuania, Reg S

   

5.125

%

 

9/14/17

 

Baa1

   

135,300

   
  315            

Republic of Lithuania, Reg S

   

6.125

%

 

3/09/21

 

Baa1

   

387,860

   
           

Total Lithuania

                           

1,786,433

   
       

Luxembourg – 0.2%

                             
  265            

Gaz Capital SA, Reg S

   

8.625

%

 

4/28/34

 

Baa1

   

381,380

   
       

Malaysia – 0.5%

                             
  765            

Pertoliam Nasional Berhad, 144A

   

5.625

%

 

3/15/16

 

A-

   

857,704

   
  360            

Petronas Capital Limited, Reg S

   

5.250

%

 

8/12/19

 

A1

   

427,278

   
       

Total Malaysia

                           

1,284,982

   
       

Mexico – 2.2%

                             
  196            

America Movil S.A. de C.V.

   

6.125

%

 

3/30/40

 

A2

   

257,866

   
  8,018    

MXN

     

Mexico Bonos de DeSarrollo

   

8.000

%

 

6/11/20

 

A-

   

727,917

   
  640            

Pemex Project Funding Master Trust

   

6.625

%

 

6/15/35

 

Baa1

   

812,800

   
  245            

Pemex Project Funding Master Trust

   

6.625

%

 

6/15/38

 

Baa1

   

310,538

   
  183            

Petroleos Mexicanos

   

5.500

%

 

6/27/44

 

Baa1

   

201,300

   
  85            

United Mexican States

   

5.875

%

 

1/15/14

 

Baa1

   

88,953

   
  816            

United Mexican States

   

5.875

%

 

2/17/14

 

Baa1

   

856,800

   
  140            

United Mexican States

   

3.625

%

 

3/15/22

 

Baa1

   

153,125

   
  365            

United Mexican States

   

7.500

%

 

4/08/33

 

Baa1

   

560,275

   
  166            

United Mexican States

   

6.050

%

 

1/11/40

 

Baa1

   

222,606

   
  1,008            

United Mexican States

   

5.750

%

 

10/12/00

 

Baa1

   

1,212,120

   
       

Total Mexico

                           

5,404,300

   
       

Morocco – 0.2%

                             
  215            

Kingdom of Morocco, 144A

   

4.250

%

 

12/11/22

 

BBB-

   

216,613

   
  235            

Kingdom of Morocco, 144A

   

5.500

%

 

12/11/42

 

BBB-

   

240,288

   
       

Total Morocco

                           

456,901

   
       

Nigeria – 0.1%

                             
  200            

Nigerian Republic Treasury Bond

   

6.750

%

 

1/28/21

 

BB-

   

236,500

   
       

Panama – 0.8%

                             
  180            

AES Panama, Reg S

   

6.350

%

 

12/21/16

 

BBB-

   

197,550

   
  30            

Republic of Panama

   

7.250

%

 

3/15/15

 

BBB

   

33,645

   
  490            

Republic of Panama

   

8.875

%

 

9/30/27

 

BBB

   

796,250

   
  590            

Republic of Panama

   

9.375

%

 

4/01/29

 

BBB

   

1,008,900

   
       

Total Panama

                           

2,036,345

   

Nuveen Investments
27



JDD

Nuveen Diversified Dividend and Income Fund (continued)

Portfolio of Investments December 31, 2012

Principal
Amount (000) (9)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (5)

 

Value

 
       

Peru – 0.9%

                             
  249    

PEN

     

Republic of Peru Treasury Bond

   

7.840

%

 

8/12/20

 

BBB+

 

$

122,944

   
  590            

Republic of Peru

   

8.375

%

 

5/03/16

 

BBB

   

725,995

   
  140            

Republic of Peru

   

7.125

%

 

3/30/19

 

BBB

   

183,260

   
  565            

Republic of Peru

   

8.750

%

 

11/21/33

 

BBB

   

981,688

   
  196            

Republic of Peru

   

5.625

%

 

11/18/50

 

BBB

   

254,114

   
       

Total Peru

                           

2,268,001

   
       

Philippines – 1.0%

                             
  380            

National Power Corporation

   

9.625

%

 

5/15/28

 

BB+

   

611,800

   
  230            

Republic of the Philippines

   

9.875

%

 

1/15/19

 

BB+

   

331,775

   
  270            

Republic of the Philippines

   

10.625

%

 

3/16/25

 

BB+

   

468,450

   
  250            

Republic of the Philippines

   

9.500

%

 

2/02/30

 

BB+

   

433,750

   
  550            

Republic of the Philippines

   

6.375

%

 

1/15/32

 

BB+

   

753,500

   
       

Total Philippines

                           

2,599,275

   
       

Poland – 1.1%

                             
  285            

PKO Finance AB, 144A

   

4.630

%

 

9/26/22

 

A2

   

299,963

   
  95            

Republic of Poland

   

3.875

%

 

7/16/15

 

A2

   

101,888

   
  920            

Republic of Poland

   

6.375

%

 

7/15/19

 

A2

   

1,146,982

   
  425            

Republic of Poland

   

5.125

%

 

4/21/21

 

A2

   

504,050

   
  620            

Republic of Poland

   

5.000

%

 

3/23/22

 

A2

   

732,220

   
       

Total Poland

                           

2,785,103

   
       

Qatar – 0.6%

                             
  282            

Nakilat, Inc., Reg S

   

6.067

%

 

12/31/33

 

AA-

   

341,220

   
  567            

State of Qatar, Reg S

   

4.000

%

 

1/20/15

 

AA

   

596,768

   
  215            

State of Qatar, Reg S

   

5.250

%

 

1/20/20

 

AA

   

256,925

   
  290            

State of Qatar, Reg S

   

6.400

%

 

1/20/40

 

AA

   

405,478

   
       

Total Qatar

                           

1,600,391

   
       

Romania – 0.5%

                             
  390            

Republic of Romania, 144A

   

6.750

%

 

2/07/22

 

Baa3

   

473,850

   
  315    

EUR

     

Republic of Romania

   

4.875

%

 

11/07/19

 

Baa3

   

437,197

   
  226            

Republic of Romania

   

6.750

%

 

2/07/22

 

Baa3

   

274,590

   
       

Total Romania

                           

1,185,637

   
       

Russia – 2.9%

                             
  290            

Alrosa Finance SA, 144A

   

7.750

%

 

11/03/20

 

BB-

   

336,400

   
  215            

EuroChem Mineral & Chemical GI Limited, 144A

   

5.125

%

 

12/12/17

 

BB

   

216,658

   
  200            

Gazprom Neft OAO Via GPN Capital SA, 144A

   

4.375

%

 

9/19/22

 

BBB-

   

204,500

   
  200            

Gazprom OAO Via Gaz Capital SA, Reg S

   

5.999

%

 

1/23/21

 

Baa1

   

230,800

   
  205            

Rosneft Oil Corporation, 144A

   

4.199

%

 

3/06/22

 

Baa1

   

208,588

   
  200            

Russian Federation, 144A

   

3.250

%

 

4/04/17

 

Baa1

   

212,500

   
  700            

Russian Federation, Reg S

   

3.625

%

 

4/29/15

 

Baa1

   

739,550

   
  400            

Russian Federation, Reg S

   

5.000

%

 

4/29/20

 

Baa1

   

472,000

   
  1,422            

Russian Federation, Reg S

   

7.500

%

 

3/31/30

 

Baa1

   

1,826,881

   
  200            

Russian Federation

   

4.500

%

 

4/04/22

 

Baa1

   

229,000

   
  395            

Russian Ministry of Finance, Reg S

   

12.750

%

 

6/24/28

 

Baa1

   

799,875

   
  235            

Sberbank Capital SA, Loan Participation Note, Reg S

   

6.125

%

 

2/07/22

 

A3

   

268,488

   
  570            

Sberbank of Russia Loan

   

5.717

%

 

6/16/21

 

A3

   

638,400

   
  270            

Vnesheconombank

   

6.315

%

 

2/22/18

 

Baa1

   

296,676

   
  365            

VTB Capital SA, Reg S

   

6.551

%

 

10/13/20

 

Baa1

   

406,063

   
  200            

VTB Capital SA, Reg S

   

6.875

%

 

5/29/18

 

Baa1

   

225,800

   
       

Total Russia

                           

7,312,179

   
       

Senegal – 0.2%

                             
  400            

Republic of Senegal, Reg S

   

8.750

%

 

5/13/21

 

B+

   

474,000

   

Nuveen Investments
28



Principal
Amount (000) (9)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (5)

 

Value

 
       

Serbia – 0.3%

                             
  265            

Republic of Serbia, 144A

   

7.250

%

 

9/28/21

 

BB-

 

$

304,750

   
  440            

Republic of Serbia, Reg S

   

7.250

%

 

9/28/21

 

BB-

   

506,000

   
       

Total Serbia

                           

810,750

   
       

Singapore – 0.2%

                             
  210            

DBS Bank Limited Singapore, Reg S

   

3.625

%

 

9/21/22

 

Aa2

   

219,685

   
  210            

Oversea-Chinese Banking Corporation

   

3.750

%

 

11/15/22

 

Aa2

   

221,107

   
       

Total Singapore

                           

440,792

   
       

Slovakia – 0.2%

                             
  550            

Slovakia Government, 144A

   

4.375

%

 

5/21/22

 

A+

   

599,126

   
       

South Africa – 0.7%

                             
  375            

Republic of South Africa

   

6.875

%

 

5/27/19

 

Baa1

   

470,250

   
  180            

Republic of South Africa

   

4.665

%

 

1/17/24

 

Baa1

   

203,400

   
  2,590    

ZAR

     

Republic of South Africa

   

8.750

%

 

2/28/48

 

A

   

323,232

   
  335            

Transnet SOC Limited, 144A

   

4.500

%

 

2/10/16

 

A3

   

356,155

   
  290            

Transnet SOC Limited, Reg S

   

4.000

%

 

7/26/22

 

A3

   

291,813

   
       

Total South Africa

                           

1,644,850

   
       

South Korea – 0.1%

                             
  135            

Korea Development Bank

   

8.000

%

 

1/23/14

 

Aa3

   

144,672

   
  140            

Republic of Korea

   

5.750

%

 

4/16/14

 

Aa3

   

148,566

   
       

Total South Korea

                           

293,238

   
       

Sri Lanka – 0.5%

                             
  170            

Republic of Sri Lanka, 144A

   

6.250

%

 

10/04/20

 

BB-

   

184,875

   
  200            

Republic of Sri Lanka, 144A

   

6.250

%

 

7/27/21

 

BB-

   

217,906

   
  290            

Republic of Sri Lanka, 144A

   

5.875

%

 

7/25/22

 

BB-

   

308,850

   
  175            

Republic of Sri Lanka, Reg S

   

6.250

%

 

10/04/20

 

BB-

   

190,313

   
  200            

Republic of Sri Lanka, Reg S

   

6.250

%

 

7/27/21

 

BB-

   

217,901

   
       

Total Sri Lanka

                           

1,119,845

   
       

Thailand – 0.1%

                             
  200            

PTT Global Chemical PCL, 144A

   

4.250

%

 

9/19/22

 

BBB

   

207,158

   
       

Turkey – 1.7%

                             
  275            

Republic of Turkey, Government Bond

   

7.250

%

 

3/15/15

 

BBB-

   

305,718

   
  775            

Republic of Turkey, Government Bond

   

7.000

%

 

9/26/16

 

BBB-

   

907,719

   
  321            

Republic of Turkey, Government Bond

   

7.500

%

 

7/14/17

 

BBB-

   

390,721

   
  185            

Republic of Turkey, Government Bond

   

6.750

%

 

4/03/18

 

BBB-

   

223,619

   
  1,175            

Republic of Turkey, Government Bond

   

7.375

%

 

2/05/25

 

BBB-

   

1,592,120

   
  360            

Republic of Turkey, Government Bond

   

6.875

%

 

3/17/36

 

BBB-

   

486,000

   
  215            

Turkiye Garanti Bankasi AS, 144A

   

4.000

%

 

9/13/17

 

Baa2

   

221,719

   
       

Total Turkey

                           

4,127,616

   
       

Ukraine – 1.1%

                             
  100            

Republic of Ukraine, 144A

   

6.875

%

 

9/23/15

 

B

   

101,000

   
  660            

Republic of Ukraine, 144A

   

6.250

%

 

6/17/16

 

B

   

655,050

   
  445            

Republic of Ukraine, 144A

   

9.250

%

 

7/24/17

 

B

   

482,825

   
  220            

Republic of Ukraine, 144A

   

7.800

%

 

11/28/22

 

B

   

221,100

   
  200            

Republic of Ukraine, Reg S

   

6.875

%

 

9/23/15

 

B

   

202,000

   
  205            

Republic of Ukraine, Reg S

   

6.580

%

 

11/21/16

 

B

   

204,754

   
  550            

Republic of Ukraine, Reg S

   

6.750

%

 

11/14/17

 

B

   

544,500

   
  220            

Republic of Ukraine

   

9.250

%

 

7/24/17

 

B

   

238,695

   
       

Total Ukraine

                           

2,649,924

   

Nuveen Investments
29



JDD

Nuveen Diversified Dividend and Income Fund (continued)

Portfolio of Investments December 31, 2012

Principal
Amount (000) (9)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (5)

 

Value

 
       

United Arab Emirates – 0.6%

                             
  242            

Dubai Electricity and Water Authority, 144A

   

7.375

%

 

10/21/20

 

Baa3

 

$

297,660

   
  630            

Emirate of Abu Dhabi, Reg S

   

6.750

%

 

4/08/19

 

AA

   

808,290

   
  248            

Waha Aerospace BV, 144A

   

3.925

%

 

7/28/20

 

AA

   

268,770

   
       

Total United Arab Emirates

                           

1,374,720

   
       

Uruguay – 0.2%

                             
  116            

Republic of Uruguay

   

6.875

%

 

9/28/25

 

BBB-

   

161,820

   
  83            

Republic of Uruguay

   

7.875

%

 

1/15/33

 

BBB-

   

128,745

   
  135            

Republic of Uruguay

   

7.625

%

 

3/21/36

 

BBB-

   

208,934

   
  58            

Republic of Uruguay

   

4.125

%

 

11/20/45

 

BBB-

   

57,913

   
       

Total Uruguay

                           

557,412

   
       

Venezuela – 1.7%

                             
  475            

Petroleos de Venezuela SA, 144A

   

8.500

%

 

11/02/17

 

B+

   

469,063

   
  775            

Petroleos de Venezuela SA, Reg S

   

8.500

%

 

11/02/17

 

B+

   

765,313

   
  255            

Petroleos de Venezuela SA, Reg S

   

5.250

%

 

4/12/17

 

B+

   

222,226

   
  315            

Petroleos de Venezuela SA

   

5.375

%

 

4/12/27

 

B+

   

220,500

   
  300            

Republic of Venezuela, Reg S

   

9.000

%

 

5/07/23

 

B+

   

291,000

   
  340            

Republic of Venezuela, Reg S

   

8.250

%

 

10/13/24

 

B+

   

312,800

   
  230            

Republic of Venezuela

   

5.750

%

 

2/26/16

 

B+

   

219,075

   
  515            

Republic of Venezuela

   

12.750

%

 

8/23/22

 

B+

   

599,975

   
  625            

Republic of Venezuela

   

11.750

%

 

10/21/26

 

B+

   

704,688

   
  50            

Republic of Venezuela

   

9.250

%

 

9/15/27

 

B+

   

50,000

   
  235            

Republic of Venezuela

   

11.950

%

 

8/05/31

 

B+

   

267,311

   
       

Total Venezuela

                           

4,121,951

   
       

Total Emerging Markets Debt and Foreign Corporate Bonds (cost $77,416,551)

                           

85,530,811

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

     

Value

 
       

Short-Term Investments – 2.9% (2.0% of Total Investments)

                             

$

5,386

            Repurchase Agreement with Fixed Income Clearing Corporation, dated
12/31/12, repurchase price $5,385,615, collateralized by $5,500,000
U.S. Treasury Bills, 0.000%, due 6/06/13, value $5,497,250
  0.010
 
 

%

  1/02/13
 
 
 
 
 
 

$

5,385,612
 
 
 
  1,828             Repurchase Agreement with Fixed Income Clearing Corporation, dated
12/31/12, repurchase price $1,828,440, collateralized by $1,790,000
U.S. Treasury Notes, 1.750%, due 7/31/15, value $1,868,191
  0.010
 
 

%

  1/02/13
 
 
 
 
 
  1,828,439
 
 
 

$

7,214

           

Total Short-Term Investments (cost $7,214,051)

                           

7,214,051

   
       

Total Investments (cost $319,992,774) – 144.2%

                           

357,337,924

   
       

Borrowings – (43.5)% (11)

                           

(107,800,000

)

 
       

Other Assets Less Liabilities – (0.7)% (12)

                           

(1,712,355

)

 
       

Net Assets Applicable to Common Shares – 100%

                         

$

247,825,569

   

Investments in Derivatives as of December 31, 2012

Call Options Written outstanding:

Number of
Contracts
 

Type

  Notional
Amount (13)
  Expiration
Date
  Strike
Price
 

Value (12)

 
  (390

)

 

Pfizer Inc.

 

$

(1,014,000

)

 

2/16/13

 

$

26

   

$

(7,410

)

 
  (61

)

 

Talisman Energy Inc.

   

(73,200

)

 

4/20/13

   

12

     

(3,660

)

 
  (451

)

 

Total Call Options Written (premium received $20,249)

 

$

(1,087,200

)

                 

$

(11,070

)

 

Nuveen Investments
30



Forward Foreign Currency Exchange Contracts outstanding:

Counterparty

 

Currency Contracts to Deliver

  Notional Amount
(Local Currency)
  In Exchange For
Currency
  Notional Amount
(Local Currency)
  Settlement
Date
  Unrealized
Appreciation
(Depreciation)
(U.S. Dollars) (12)
 

Bank of America

 

South African Rand

   

1,791,000

   

U.S. Dollar

   

204,536

   

3/20/13

 

$

(4,530

)

 

Bank of America

 

U.S. Dollar

   

219,690

   

Israeli Shekel

   

825,000

   

3/20/13

   

664

   

Bank of America

 

U.S. Dollar

   

106,777

   

Mexican Peso

   

1,370,000

   

3/20/13

   

(1,535

)

 

Barclays Bank PLC

 

Euro

   

778,000

   

U.S. Dollar

   

1,017,900

   

3/20/13

   

(9,720

)

 

Barclays Bank PLC

 

Euro

   

334,000

   

U.S. Dollar

   

442,136

   

3/20/13

   

972

   

Barclays Bank PLC

 

U.S. Dollar

   

220,595

   

Philippine Peso

   

9,040,000

   

3/20/13

   

1,060

   

Citibank N.A.

 

Colombian Peso

   

1,318,917,000

   

U.S. Dollar

   

728,482

   

3/20/13

   

(12,774

)

 

Citibank N.A.

 

Peruvian Nouveau Sol

   

240,000

   

U.S. Dollar

   

92,994

   

3/20/13

   

(694

)

 

Citibank N.A.

 

U.S. Dollar

   

109,025

   

Chilean Peso

   

52,250,000

   

3/20/13

   

(992

)

 

Citibank N.A.

 

U.S. Dollar

   

397,540

   

Nigerian Naira

   

69,331,000

   

12/09/13

   

45,915

   

Credit Suisse

 

U.S. Dollar

   

217,036

   

Indian Rupee

   

11,950,000

   

3/14/13

   

(1,649

)

 

Deutsche Bank AG

 

U.S. Dollar

   

210,194

   

Malaysian Ringgit

   

645,000

   

3/21/13

   

277

   

Goldman Sachs International

 

U.S. Dollar

   

218,352

   

Russian Ruble

   

6,770,000

   

3/13/13

   

1,407

   

JPMorgan Chase

 

Mexican Peso

   

4,032,000

   

U.S. Dollar

   

314,087

   

3/20/13

   

4,355

   

JPMorgan Chase

 

South African Rand

   

540,000

   

U.S. Dollar

   

61,754

   

3/20/13

   

(1,281

)

 

JPMorgan Chase

 

South African Rand

   

464,000

   

U.S. Dollar

   

53,093

   

3/20/13

   

(1,071

)

 

JPMorgan Chase

 

U.S. Dollar

   

218,006

   

Russian Ruble

   

6,780,000

   

3/13/13

   

2,077

   

JPMorgan Chase

 

U.S. Dollar

   

216,859

   

Turkish Lira

   

390,000

   

3/20/13

   

(432

)

 

Morgan Stanley

 

Brazilian Real

   

1,062,000

   

U.S. Dollar

   

504,945

   

3/04/13

   

(9,839

)

 

Royal Bank of Canada

 

U.S. Dollar

   

106,747

   

Mexican Peso

   

1,370,000

   

3/20/13

   

(1,506

)

 

Royal Bank of Canada

 

U.S. Dollar

   

217,614

   

Mexican Peso

   

2,800,000

   

3/20/13

   

(2,522

)

 

UBS AG

 

Euro

   

45,000

   

U.S. Dollar

   

58,930

   

3/20/13

   

(508

)

 

UBS AG

 

U.S. Dollar

   

217,969

   

Indian Rupee

   

12,130,000

   

3/14/13

   

661

   

UBS AG

 

U.S. Dollar

   

108,877

   

Chilean Peso

   

52,250,000

   

3/20/13

   

(845

)

 

UBS AG

 

U.S. Dollar

   

220,688

   

Colombian Peso

   

397,900,000

   

3/20/13

   

2,940

   

UBS AG

 

U.S. Dollar

   

220,865

   

Philippine Peso

   

9,040,000

   

3/20/13

   

791

   
                       

$

11,221

   

Interest Rate Swaps outstanding:

Counterparty

  Notional
Amount
  Fund
Pay/Receive
Floating Rate
  Floating
Rate Index
  Fixed Rate*   Fixed Rate
Payment
Frequency
  Effective
Date (14)
  Termination
Date
  Unrealized
Appreciation
(Depreciation) (12)
 

JPMorgan

 

$

19,950,000

   

Receive

  1-Month USD-LIBOR    

1.193

%

 

Monthly

 

3/21/11

 

3/21/14

 

$

(238,280

)

 

JPMorgan

   

30,450,000

   

Receive

  1-Month USD-LIBOR    

1.255

   

Monthly

 

12/01/14

 

12/01/18

   

71,767

   

JPMorgan

   

30,450,000

   

Receive

  1-Month USD-LIBOR    

1.673

   

Monthly

 

12/01/14

 

12/01/20

   

175,197

   

Morgan Stanley

   

19,950,000

   

Receive

  1-Month USD-LIBOR    

2.064

   

Monthly

 

3/21/11

 

3/21/16

   

(1,058,929

)

 
                               

$

(1,050,245

)

 

*  Annualized.

Nuveen Investments
31



JDD

Nuveen Diversified Dividend and Income Fund (continued)

Portfolio of Investments December 31, 2012

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

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

  (2)  Non-income producing; issuer has not declared a dividend within the past twelve months.

  (3)  For fair value measurement disclosure purposes, Common Stock classified as Level 2. See Notes to Financial Statements, Footnote 1—General Information and Significant Accounting Policies, Investment Valuation for more information.

  (4)  Investment, or portion of investment, has been pledged to collateralize the net payment obligations for investment in derivatives.

  (5)  Ratings (not covered by the report of independent registered public accounting firm): Using the highest of Standard & Poor's Group ("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's") or Fitch, Inc. ("Fitch") rating. Ratings below BBB by Standard & Poor's, Baa by Moody's or BBB by Fitch are considered to be below investment grade. Holdings designated N/R are not rated by any of these national rating agencies.

  (6)  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.

  (7)  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.

  (8)  At or subsequent to the end of the reporting period, this security is non-income producing. Non-income producing security, in the case of a fixed-income security, generally denotes that the issuer has (1) defaulted on the payment of principal or interest, (2) is under the protection of the Federal Bankruptcy Court or (3) the Fund's Adviser has concluded that the issue is not likely to meet its future interest payment obligations and has directed the Fund's custodian to cease accruing additional income on the Fund's records.

  (9)  Principal Amount (000) denominated in U.S. Dollars, unless otherwise noted.

  (10)  Perpetual security. Maturity date is not applicable.

  (11)  Borrowings as a percentage of Total Investments is 30.2%.

  (12)  Other Assets Less Liabilities includes the Value and the Unrealized Appreciation (Depreciation) of derivative instruments as noted within Investments in Derivatives as of the end of the reporting period.

  (13)  For disclosure purposes, Notional Amount is calculated by multiplying the Number of Contracts by the Strike Price by 100.

  (14)  Effective date represents the date on which both the Fund and Counterparty commence interest payment accruals on each swap contract.

  N/R  Not rated.

  WI/DD  Purchased on a when-issued or delayed delivery basis.

  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.

  Reg S  Regulation S allows U.S. companies to sell securities to persons or entities located outside of the United States without registering those securities with the Securities and Exchange Commission. Specifically, Regulation S provides a safe harbor from the registration requirements of the Securities Act for the offers and sales of securities by both foreign and domestic issuers that are made outside the United States.

  TBD  Senior Loan purchased on a when-issued or delayed-delivery basis. Certain details associated with this purchase are not known prior to the settlement date of the transaction. In addition, Senior Loans typically trade without accrued interest and therefore a coupon rate is not available prior to settlement. At settlement, if still unknown, the borrower or counterparty will provide the Fund with the final coupon rate and maturity date.

  BRL  Brazilian Real

  COP  Columbian Peso

  EUR  Euro

  MXN  Mexican Peso

  PEN  Peruvian Nuevo Sol

  ZAR  South African Rand

  USD-LIBOR  United States Dollar—London Inter-Bank Offered Rate.

See accompanying notes to financial statements.

Nuveen Investments
32




Statement of

ASSETS & LIABILITIES

December 31, 2012

Assets

 

Investments, at value (cost $319,992,774)

 

$

357,337,924

   

Unrealized appreciation on:

 

Forward foreign currency exchange contracts

   

61,119

   

Interest rate swaps, net

   

8,684

   

Receivables:

 

Dividends

   

451,800

   

Interest

   

1,701,524

   

Investments sold

   

485,426

   

Matured senior loans

   

283,093

   

Reclaims

   

30,628

   

Other assets

   

96,865

   

Total assets

   

360,457,063

   

Liabilities

 

Borrowings

   

107,800,000

   

Cash overdraft

   

305,633

   

Call options written, at value (premiums received $20,249)

   

11,070

   

Unrealized depreciation on:

 

Forward foreign currency exchange contracts

   

49,898

   

Interest rate swaps, net

   

1,058,929

   

Payable for investments purchased

   

2,816,861

   

Accrued expenses:

 

Interest on borrowings

   

91,834

   

Management fees

   

260,678

   

Trustees fees

   

48,328

   

Other

   

188,263

   

Total liabilities

   

112,631,494

   

Net assets applicable to Common shares

 

$

247,825,569

   

Common shares outstanding

   

19,937,697

   

Net asset value per Common share outstanding (net assets applicable to Common shares, divided by Common shares outstanding)

 

$

12.43

   

Net assets applicable to Common shares consist of:

 

Common shares, $.01 par value per share

 

$

199,377

   

Paid-in surplus

   

251,127,540

   

Undistributed (Over-distribution of) net investment income

   

(1,109,812

)

 

Accumulated net realized gain (loss)

   

(38,708,771

)

 

Net unrealized appreciation (depreciation)

   

36,317,235

   

Net assets applicable to Common shares

 

$

247,825,569

   

Authorized shares:

 

Common

   

Unlimited

   

FundPreferred

   

Unlimited

   

See accompanying notes to financial statements.

Nuveen Investments
33



Statement of

OPERATIONS

Year Ended December 31, 2012

Investment Income

 

Dividends (net of foreign tax withheld of $80,742)

 

$

5,017,180

   

Interest

   

8,689,305

   

Other

   

89,315

   

Total investment income

   

13,795,800

   

Expenses

 

Management fees

   

3,003,235

   

Interest expense on borrowings

   

1,279,349

   

Shareholder servicing agent fees and expenses

   

1,656

   

Custodian fees and expenses

   

188,019

   

Trustees fees and expenses

   

9,588

   

Professional fees

   

49,275

   

Shareholder reporting expenses

   

107,144

   

Stock exchange listing fees

   

8,453

   

Investor relations expense

   

66,855

   

Other expenses

   

27,402

   

Total expenses

   

4,740,976

   

Net investment income (loss)

   

9,054,824

   

Realized and Unrealized Gain (Loss)

 

Net realized gain (loss) from:

         

Investments and foreign currency

   

9,615,288

   

Call options written

   

678,587

   

Forward foreign currency exchange contracts

   

(226,177

)

 

Interest rate swaps

   

(555,928

)

 

Change in net unrealized appreciation (depreciation) of:

         

Investments and foreign currency

   

22,339,192

   

Call options written

   

(55,515

)

 

Forward foreign currency exchange contracts

   

13,831

   

Interest rate swaps

   

197,577

   

Net realized and unrealized gain (loss)

   

32,006,855

   

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

 

$

41,061,679

   

See accompanying notes to financial statements.

Nuveen Investments
34



Statement of

CHANGES in NET ASSETS

    Year
Ended
12/31/12
  Year
Ended
12/31/11
 

Operations

 

Net investment income (loss)

 

$

9,054,824

   

$

8,838,830

   

Net realized gain (loss) from:

 

Investments and foreign currency

   

9,615,288

     

13,621,340

   

Call options written

   

678,587

     

755,913

   

Forward foreign currency exchange contracts

   

(226,177

)

   

109,254

   

Interest rate swaps

   

(555,928

)

   

(440,705

)

 

Change in net unrealized appreciation (depreciation) of:

 

Investments and foreign currency

   

22,339,192

     

(19,322,513

)

 

Call options written

   

(55,515

)

   

158,532

   

Forward foreign currency exchange contracts

   

13,831

     

(36,364

)

 

Interest rate swaps

   

197,577

     

(1,247,822

)

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

41,061,679

     

2,436,465

   

Distributions to Common Shareholders

 

From net investment income

   

(19,172,943

)

   

(19,950,258

)

 

Return of capital

   

(764,754

)

   

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

(19,937,697

)

   

(19,950,258

)

 

Capital Share Transactions

 

Common shares repurchased and retired

   

     

(246,094

)

 
Net increase (decrease) in net assets applicable to Common shares from
capital share transactions
   

     

(246,094

)

 

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

   

21,123,982

     

(17,759,887

)

 

Net assets applicable to Common shares at the beginning of period

   

226,701,587

     

244,461,474

   

Net assets applicable to Common shares at the end of period

 

$

247,825,569

   

$

226,701,587

   
Undistributed (Over-distribution of) net investment income at
the end of period
 

$

(1,109,812

)

 

$

(484,873

)

 

See accompanying notes to financial statements.

Nuveen Investments
35



Statement of

CASH FLOWS

Year Ended December 31, 2012

Cash Flows from Operating Activities:

 

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

 

$

41,061,679

   
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

   

(172,917,260

)

 

Proceeds from sales and maturities of investments

   

170,057,499

   

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

   

2,081,622

   

Proceeds from (Payments for) closed foreign currency spot contracts

   

(15,592

)

 

Proceeds from (Payments for) cash denominated in foreign currencies, net

   

710

   

Premiums received for call options written

   

967,403

   

Cash paid for call options written

   

(334,961

)

 

Proceeds from (Payments for) interest rate swap contracts, net

   

(555,928

)

 

Amortization (Accretion) of premiums and discounts, net

   

244,153

   

(Increase) Decrease in:

 

Receivable for dividends

   

16,764

   

Receivable for interest

   

(161,488

)

 

Receivable for investments sold

   

(341,950

)

 

Receivable for matured senior loans

   

(89,315

)

 

Receivable for reclaims

   

(1,496

)

 

Other assets

   

(13,098

)

 

Increase (Decrease) in:

 

Payable for investments purchased

   

442,958

   

Accrued interest on borrowings

   

18,426

   

Accrued management fees

   

28,363

   

Accrued trustees fees

   

6,743

   

Accrued other expenses

   

(4,293

)

 

Net realized (gain) loss from:

 

Investments and foreign currency

   

(9,615,288

)

 

Call options written

   

(678,587

)

 

Interest rate swaps

   

555,928

   

Change in net unrealized (appreciation) depreciation of:

 

Investments and foreign currency

   

(22,339,192

)

 

Call options written

   

55,515

   

Forward foreign currency exchange contracts

   

(13,831

)

 

Interest rate swaps

   

(197,577

)

 

Capital gain and return of capital distributions from investments

   

1,028,574

   

Net cash provided by (used in) operating activities

   

9,286,481

   

Cash Flows from Financing Activities:

 

Increase in borrowings

   

10,000,000

   

Increase (Decrease) in cash overdraft

   

305,633

   

Cash distributions paid to Common shareholders

   

(19,937,697

)

 

Net cash provided by (used in) financing activities

   

(9,632,064

)

 

Net Increase (Decrease) in Cash

   

(345,583

)

 

Cash at the beginning of period

   

345,583

   

Cash at the End of Period

 

$

   

Supplemental Disclosure of Cash Flow Information

Cash paid for interest on borrowings (excluding borrowing costs) during the fiscal year ended December 31, 2012, was $980,703.

See accompanying notes to financial statements.

Nuveen Investments
36




Intentionally Left Blank

Nuveen Investments
37



Financial

HIGHLIGHTS

Selected data for a Common share outstanding throughout each period:

       
       

Investment Operations

 

Less Distributions

 

  Beginning
Common
Share
Net Asset
Value
  Net
Investment
Income
(Loss)(a)
  Net
Realized/
Unrealized
Gain (Loss)
  Distributions
from Net
Investment
Income to
Fund-
Preferred
Share-
holders(b)
  Distributions
from
Accumulated
Net
Realized
Gains to
Fund-
Preferred
Share-
holders(b)
 

Total

  From
Net
Investment
Income to
Common
Share-
holders
  From
Accum-
ulated
Net
Realized
Gains to
Common
Share-
holders
  Return of
Capital to
Common
Share-
holders
 

Total

 

Year Ended 12/31:

 

2012

 

$

11.37

   

$

.45

   

$

1.61

   

$

   

$

   

$

2.06

   

$

(.96

)

 

$

   

$

(.04

)

 

$

(1.00

)

 

2011

   

12.25

     

.44

     

(.32

)

   

     

     

0.12

     

(1.00

)

   

     

     

(1.00

)

 

2010

   

11.13

     

.36

     

1.70

     

     

     

2.06

     

(.94

)

   

     

     

(.94

)

 

2009

   

8.30

     

.46

     

3.24

     

*

   

*

   

3.70

     

(.47

)

   

     

(.41

)

   

(.88

)

 

2008

   

16.09

     

.89

     

(7.19

)

   

(.18

)

   

     

(6.48

)

   

(.78

)

   

(.06

)

   

(.47

)

   

(1.31

)

 
   

FundPreferred Shares at the End of Period

 

Borrowings at the End of Period

 
    Aggregate
Amount
Outstanding
(000)
  Liquidation
Value
Per Share
  Asset
Coverage
Per Share
  Aggregate
Amount
Outstanding
(000)
  Asset
Coverage
Per $1,000
 

Year Ended 12/31:

 

2012

 

$

   

$

   

$

   

$

107,800

   

$

3,299

   

2011

   

     

     

     

97,800

     

3,318

   

2010

   

     

     

     

65,000

     

4,761

   

2009

   

     

     

     

65,000

     

4,424

   

2008

   

72,000

     

25,000

     

83,203

     

     

   

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

(b)  The amounts shown are based on Common share equivalents.

Nuveen Investments
38



           

Ratios/Supplemental Data

 
               

Total Returns

      Ratios to Average Net Assets
Applicable to Common Shares
Before Reimbursement(d)
  Ratios to Average Net Assets
Applicable to Common Shares
After Reimbursement(d)(e)
 
 

  Discount
from
Common
Shares
Repurchased
and Retired
  Ending
Common
Share
Net Asset
Value
  Ending
Market
Value
  Based
on
Market
Value(c)
  Based
on
Common
Share
Net
Asset
Value(c)
  Ending Net
Assets
Applicable to
Common
Shares (000)
 

Expenses

  Net
Investment
Income (Loss)
 

Expenses

  Net
Investment
Income (Loss)
  Portfolio
Turnover
Rate
 

Year Ended 12/31:

 

2012

 

$

   

$

12.43

   

$

11.60

     

22.99

%

   

18.45

%

 

$

247,826

     

1.95

%

   

3.72

%

   

N/A

     

N/A

     

50

%

 

2011

   

*

   

11.37

     

10.26

     

3.33

     

1.08

     

226,702

     

1.81

     

3.61

     

1.73

%

   

3.69

%

   

67

   

2010

   

*

   

12.25

     

10.89

     

22.16

     

19.18

     

244,461

     

1.78

     

2.88

     

1.61

     

3.06

     

67

   

2009

   

.01

     

11.13

     

9.73

     

72.17

     

47.30

     

222,566

     

1.89

     

4.73

     

1.59

     

5.02

     

77

   

2008

   

     

8.30

     

6.32

     

(49.58

)

   

(42.60

)

   

167,623

     

2.13

     

6.28

     

1.65

     

6.77

     

49

   

(c)  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.

(d)  • Ratios do not reflect the effect of dividend payments to FundPreferred shareholders, where applicable.

  • Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to FundPreferred shares and/or borrowings, where applicable.

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

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

Year Ended 12/31:

     

2012

   

.53

%

 

2011

   

.44

   

2010

   

.38

   

2009

   

.38

   

2008

   

.38

   

(e)  After expense reimbursement from the Adviser, where applicable. As of September 30, 2011, the Adviser is no longer reimbursing the Fund for any fees or expenses.

*  Rounds to less than $.01 per share.

N/A  Fund no longer has a contractual reimbursement agreement with the Adviser.

See accompanying notes to financial statements.

Nuveen Investments
39




Notes to

FINANCIAL STATEMENTS

1. General Information and Significant Accounting Policies

General Information

Nuveen Diversified Dividend and Income Fund (the "Fund") is a diversified, closed-end registered 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 ("NYSE") and trade under the ticker symbol "JDD." The Fund was organized as a Massachusetts business trust on July 18, 2003.

On December 31, 2012, the Fund's investment adviser converted from a Delaware corporation to a Delaware limited liability company. As a result, Nuveen Fund Advisors, Inc., a wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen"), changed its name to Nuveen Fund Advisors, LLC (the "Adviser"). There were no changes to the identities or roles of any personnel as a result of the change.

The Fund's investment objectives are high current income and total return. The Fund invests primarily in U.S. and foreign dividend-paying common stocks, dividend-paying common stocks issued by Real Estate Investment Trusts ("REITs"), debt securities and other non-equity instruments that are issued by, or that are related to, government, government-related and supernational issuers located, or conducting their business, in emerging market countries ("emerging markets debt and foreign corporate bonds") and senior loans.

Significant Accounting Policies

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 ("U.S. GAAP").

Investment Valuation

Common stocks and other equity-type securities are valued at the last sales price on the securities exchange on which such securities are primarily traded and are generally classified as Level 1 for fair value measurement purposes. Securities primarily traded on the NASDAQ National Market ("NASDAQ") are valued, except as indicated below, at the NASDAQ Official Closing Price and are generally classified as Level 1. However, securities traded on a securities exchange or NASDAQ for which there were no transactions on a given day or securities not listed on a securities exchange or NASDAQ are valued at the quoted bid price and are generally classified as Level 2. Prices of certain American Depositary Receipts ("ADR") held by the Fund that trade in the United States are valued based on the last traded price, official closing price or the most recent bid price of the underlying non-U.S.-traded stock, adjusted as appropriate for the underlying-to-ADR conversion ratio and foreign exchange rate, and from time-to-time may also be adjusted further to take into account material events that may take place after the close of the local non-U.S. market but before the close of the NYSE, which may represent a transfer from a Level 1 to a Level 2 security.

Prices of fixed-income securities, senior loans forward foreign currency exchange contracts and interest rate swap contracts are provided by a pricing service approved by the Fund's Board of Trustees. These securities are generally classified as Level 2. The pricing service establishes a security's fair value using methods that may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor's credit characteristics considered relevant. In pricing certain securities, particularly less liquid and lower quality securities, the pricing service may consider information about a security, its issuer, or market activity, provided by the Adviser. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs.

Like most fixed-income securities, the senior and subordinated loans in which the Fund invests are not listed on an organized exchange. The secondary market of such instruments may be less liquid relative to markets for other fixed-income securities. Consequently, the value of senior and subordinated 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. These securities are generally classified as Level 2.

The value of exchange-traded options are based on the mean of the closing bid and ask prices. Exchange-traded options are generally classified as Level 1. Options traded in the over-the-counter market are valued using an evaluated mean price and are generally classified as Level 2.

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40



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

Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may be valued by the Fund's Board of Trustees or its designee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of the Fund's net asset value (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not deemed to reflect the security's fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligor's credit characteristics considered relevant. These securities are generally classified as Level 2 or Level 3 depending on the priority of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Fund's Board of Trustees or its designee.

Refer to Footnote 2—Fair Value Measurements for further details on the leveling of securities held by the Fund as of the end of the reporting period.

Investment Transactions

Investment transactions are recorded on a trade date basis. Trade date for senior and subordinated loans purchased in the "primary market" is considered the date on which the loan allocations are determined. Trade date for senior and subordinated 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, which is the same basis used for federal income tax purposes. 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 earmark securities in the Fund's portfolio with a current value at least equal to the amount of the when-issued/delayed delivery purchase commitments. As of December 31, 2012, the Fund had outstanding when-issued/delayed delivery purchase commitments of $2,187,857.

Investment Income

Dividend income is recorded on the ex-dividend date or, for foreign securities, when information is available. Interest income, which reflects the amortization of premiums and includes accretion of discounts for financial reporting purposes, is recorded on an accrual basis. 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. Fee income and amendment fees are a component of "Interest income," if any.

Professional Fees

Professional fees presented on the Statement of Operations consist of legal fees incurred in the normal course of operations, audit fees, tax consulting fees and, in some cases, workout expenditures. Workout expenditures are incurred in an attempt to protect or enhance an investment, or to pursue other claims or legal actions on behalf of Fund shareholders. Legal fee refund presented on the Statement of Operations reflects a refund of workout expenditures paid in a prior reporting period, when applicable.

Income Taxes

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

For all open tax years and all major taxing jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities (i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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 income tax regulations, which may differ from U.S. GAAP.

The Fund makes quarterly cash distributions to Common shareholders of a stated dollar amount per share. Subject to approval and oversight by the Fund's Board of Trustees, the Fund seeks to maintain a stable distribution level designed to deliver the long-term

Nuveen Investments
41



Notes to

FINANCIAL STATEMENTS (continued)

return potential of the Fund's investment strategy through regular quarterly distributions (a "Managed Distribution Program"). Total distributions during a calendar year generally will be made from the Fund's net investment income, net realized capital gains and net unrealized capital gains in the Fund's portfolio, if any. The portion of distributions paid attributed to net unrealized gains, if any, is distributed from the Fund's assets and is treated by shareholders as a non-taxable distribution ("Return of Capital") 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 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.

REIT distributions received by the Fund are generally comprised of ordinary income, long-term capital gains and a return of REIT capital. The actual character of amounts received during the period are not known until after the fiscal year end. For the fiscal year ended December 31, 2012, the character of distributions to the Fund from the REITs was 70.71% ordinary income, 16.97% long-term capital gains and 12.32% return of REIT capital. For the fiscal year ended December 31, 2011, the character of distributions to the Fund from REITs was 63.57% ordinary income, 17.54% long-term capital gains and 18.89% return of REIT capital.

For the fiscal years ended December 31, 2012 and December 31, 2011, the Fund applied the actual character of distributions reported by the REITs in which the Fund invests to its receipts from the REITs. If a REIT held in the portfolio of investments did not report the actual character of its distributions during the period, the Fund treated the distributions as ordinary income.

The actual character of distributions made by the Fund during the fiscal years ended December 31, 2012 and December 31, 2011, are reflected in the accompanying financial statements.

FundPreferred Shares

The Fund is authorized to issue auction rate preferred ("FundPreferred") shares. During the fiscal year ended December 31, 2009, the Fund redeemed all $120,000,000 of its outstanding FundPreferred shares, at liquidation value.

Matured Senior Loans

The Fund may hold senior loans, which have matured prior to the end of the current fiscal period. The net realizable value for matured senior loans is recognized on the Statement of Assets and Liabilities as "Receivable for matured senior loans." The net increase or decrease in the net realizable value of the receivable for matured senior loans during the current fiscal period is recognized on the Statement of Operations as a component of "Other income" or "Other expenses," respectively, when applicable.

Foreign Currency Transactions

The Fund is authorized to engage in foreign currency exchange transactions, including forward foreign currency exchange contracts, futures, options and swap contracts. To the extent that the Fund invests in securities and/or contracts that are denominated in a currency other than U.S. dollars, the Fund will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the foreign currency will reduce returns or portfolio value. Generally, when the U.S. dollar rises in value against a foreign currency, the Fund's investments denominated in that currency will lose value because its currency is worth fewer U.S. dollars; the opposite effect occurs if the U.S. dollar falls in relative value. Investments and other assets and liabilities denominated in foreign currencies are converted into U.S. dollars on a spot (i.e. cash) basis at the spot rate prevailing in the foreign currency exchange market at the time of valuation. Purchases and sales of investments and income denominated in foreign currencies are translated into U.S. dollars on the respective dates of such transactions.

The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, assets and liabilities are translated into U.S. dollars at 4:00 p.m. Eastern Time. Investment transactions, income and expenses are translated on the respective dates of such transactions. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date of the transactions, foreign currency transactions and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received.

The realized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with other assets and liabilities on investments, forward foreign currency exchange contracts, options written and swap

Nuveen Investments
42



contracts are recognized as a component of "Net realized gain (loss) from investments and foreign currency" on the Statement of Operations, when applicable.

The unrealized gains and losses resulting from changes in foreign currency exchange rates and changes in foreign exchange rates associated with other assets and liabilities on investments are recognized as a component of "Change in unrealized appreciation (depreciation) of investments and foreign currency" on the Statement of Operations, when applicable. The unrealized gains and losses resulting from changes in foreign exchange rates associated with forward foreign currency exchange contracts, options written and swap contracts are recognized as a component of "Change in net unrealized appreciation (deprecation) of forward foreign currency exchange contracts, call options written and interest rate swaps", respectively, on the Statement of Operations, when applicable.

Forward Foreign Currency Exchange Contracts

The Fund is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives and is authorized to enter into forward foreign currency exchange contracts in an attempt to manage such risk under two circumstances: (i) when the Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency to "lock in" the U.S. exchange rate of the transaction, with such period being a short-dated contract covering the period between transaction date and settlement date; or (ii) when Wellington Management Company, LLP ("Wellington"), one of the Fund's sub-advisors, believes that the currency of a particular foreign country may experience a substantial movement against the U.S. dollar or against another foreign currency. Forward foreign currency exchange contracts are valued daily at the forward rate and are recognized as a component of "Unrealized appreciation or depreciation on forward foreign currency exchange contracts" on the Statement of Assets and Liabilities. The change in value of the contracts during the reporting period is recognized as a component of "Change in net unrealized appreciation (depreciation) of forward foreign currency exchange contracts" on the Statement of Operations. When the contract is closed or offset with the same counterparty, the Fund recognizes the difference between the value of the contract at the time it was entered and the value at the time it was closed or offset as a component of "Net realized gain (loss) from forward foreign currency exchange contracts" on the Statement of Operations.

Forward foreign currency exchange contracts will generally not be entered into for terms greater than three months, but may have maturities of up to six months or more. The use of forward foreign currency exchange contracts does not eliminate fluctuations in the underlying prices of the Fund's investment securities; however, it does establish a rate of exchange that can be achieved in the future. The use of forward foreign currency exchange contracts involves the risk that anticipated currency movements will not be accurately predicted. A forward foreign currency exchange contract would limit the risk of loss due to a decline in the value of a particular currency; however, it also would limit any potential gain that might result should the value of the currency increase instead of decrease. These contracts may involve market risk in excess of the unrealized appreciation or depreciation reflected on the Statement of Assets and Liabilities. Forward foreign currency contracts are subject to counterparty risk if the counterparty fails to perform as specified in the contract due to financial impairment or other reason.

During the fiscal year ended December 31, 2012, the Fund entered into forward foreign currency exchange contracts, buying currencies expected to appreciate and selling currencies expected to depreciate.

The average notional value of forward foreign currency exchange contracts outstanding during the fiscal year ended December 31, 2012, was 5,720,416. The average notional value is calculated based on the outstanding notional value at the beginning of the fiscal year and at the end of each fiscal quarter within the current fiscal year. Refer to Footnote 3—Derivative Instruments and Hedging Activities for further details on forward foreign currency exchange contract activity.

Interest Rate Swap Contracts

The Fund is subject to interest rate risk in the normal course of pursuing its investment objectives and is authorized to invest in interest rate swap transactions in an attempt to manage such risk. The Fund's use of interest rate swap contracts is intended to mitigate the negative impact that an increase in short-term interest rates could have on Common share net earnings as a result of leverage. Forward interest rate swap transactions involve the Fund's agreement with a counterparty to pay, in the future, a fixed or variable rate payment in exchange for the counterparty paying the Fund a variable or fixed rate payment, the accruals for which would begin at a specified date in the future (the "effective date"). Interest rate swap contracts involve the Fund's agreement with the counterparty to pay or receive a fixed rate payment in exchange for the counterparty receiving or paying a variable rate payment that is intended to approximate the Fund's variable rate payment obligation on FundPreferred shares or any variable rate borrowing. The payment obligation is based on the notional amount of the interest rate swap contract. Interest rate swap contracts do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to the swap counterparty on such transactions is limited to the net amount of interest payments that the Fund is to receive. Interest rate swap positions are valued daily. The Fund accrues the fixed rate payment expected to be paid or received and the variable rate payment expected to be received or paid on interest rate swap contracts on a daily basis, and recognizes the daily change in the fair value of the Fund's contractual rights and obligations under the contracts. The net amount recorded for these transactions for each counterparty is recognized on the Statement of Assets and Liabilities as a component of "Unrealized appreciation or depreciation on interest rate swaps(, net)" with the change during the fiscal period recognized on the Statement of Operations as a component of "Change in net unrealized appreciation (depreciation) of interest rate swaps." Income received or paid by the Fund is

Nuveen Investments
43



Notes to

FINANCIAL STATEMENTS (continued)

recognized as a component of "Net realized gain (loss) from interest rate swaps" on the Statement of Operations, in addition to the net realized gains or losses recognized upon the termination of an interest rate swap contract and are equal to the difference between the Fund's basis in the interest rate swap and the proceeds from (or cost of) the closing transaction. Payments received or made at the beginning of the measurement period are recognized as a component of "Interest rate swap premiums paid and/or received" on the Statement of Assets and Liabilities, when applicable. For tax purposes, periodic payments are treated as ordinary income or expense.

During the fiscal year ended December 31, 2012, the Fund continued to use interest rate swap contracts to partially fix the interest cost of leverage, which the Fund uses through the use of bank borrowings.

The average notional amount of interest rate swap contracts outstanding during the fiscal year ended December 31, 2012, was as follows:

Average notional amount of interest rate swap contracts outstanding*  

$

56,070,000

   

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

Refer to Footnote 3—Derivative Instruments and Hedging Activities for further details on interest rate swap contract activity.

Options Transactions

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives and is authorized to purchase and write (sell) call and put options on securities, futures, swaps ("swaptions") or currencies in an attempt to manage such risk. The purchase of options involves the risk of loss of all or a part of the cash paid for the options (the premium). The market risk associated with purchasing options is limited to the premium paid. The counterparty credit risk of purchasing options, however, needs also to take into account the current value of the option, as this is the performance expected from the counterparty. When the Fund purchases an option, an amount equal to the premium paid (the premium plus commission) is recognized as a component of "Call and/or put options purchased, at value" on the Statement of Assets and Liabilities. When the Fund writes an option, an amount equal to the net premium received (the premium less commission) is recognized as a component of "Call and/or put options written, at value" on the Statement of Assets and Liabilities and is subsequently adjusted to reflect the current value of the written option until the option is exercised or expires or the Fund enters into a closing purchase transaction. The changes in the value of options purchased during the fiscal period are recognized as a component of "Change in net unrealized appreciation (depreciation) of call and/or put options purchased" on the Statement of Operations.The changes in the value of options written during the fiscal period are recognized as a component of "Change in net unrealized appreciation (depreciation) of call and/or put options written" on the Statement of Operations. When an option is exercised or expires or the Fund enters into a closing purchase transaction, the difference between the net premium received and any amount paid at expiration or on executing a closing purchase transaction, including commission, is recognized as a component of "Net realized gain (loss) from call and/or put options purchased and/or written" on the Statement of Operations. The Fund, as a writer of an option, has no control over whether the underlying instrument may be sold (called) or purchased (put) and as a result bears the risk of an unfavorable change in the market value of the instrument underlying the written option. There is also the risk the Fund may not be able to enter into a closing transaction because of an illiquid market.

During the fiscal year ended December 31, 2012, the Fund wrote call options on individual stocks, while investing in those same stocks, to enhance returns while foregoing some upside potential. The Fund did not purchase put or call options or write put options during the fiscal year ended December 31, 2012.

The average notional amount of call options written during the fiscal year ended December 31, 2012, was as follows:

Average notional amount of call options written*

 

$

(3,605,270

)

 

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

Nuveen Investments
44



Refer to Footnote 3—Derivative Instruments and Hedging Activities and Footnote 5—Investment Transactions for further details on options activity.

Market and Counterparty Credit Risk

In the normal course of business the Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which potentially expose the Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of the Fund's exposure to counterparty credit risk in respect to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities. Futures contracts, when applicable, expose the Fund to minimal counterparty credit risk as they are exchange traded and the exchange's clearinghouse, which is counterparty to all exchange traded futures, guarantees the futures contracts against default.

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

Repurchase Agreements

In connection with transactions in repurchase agreements, it is the Fund's policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.

Zero Coupon Securities

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

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. GAAP 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.

2. Fair Value Measurements

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

Level 1 —  Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.

Level 2 —  Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 —  Prices are determined using significant unobservable inputs (including management's assumptions in determining the fair value of investments).

Nuveen Investments
45



Notes to

FINANCIAL STATEMENTS (continued)

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

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Long-Term Investments*:

 

Common Stocks

 

$

85,025,242

   

$

618,836

   

$

   

$

85,644,078

   

Real Estate Investment Trust Common Stocks

   

90,310,187

     

     

     

90,310,187

   

Real Estate Investment Trust Preferred Stocks

   

3,884,692

     

     

     

3,884,692

   

Capital Preferred Securities

   

     

1,569,375

     

     

1,569,375

   

Variable Rate Senior Loan Interests

   

     

82,787,936

     

     

82,787,936

   

Corporate Bonds

   

     

396,794

     

     

396,794

   

Emerging Markets Debt and Foreign Corporate Bonds

   

     

85,530,811

     

     

85,530,811

   

Short-Term Investments:

 

Repurchase Agreements

   

     

7,214,051

     

     

7,214,051

   

Derivatives:

 

Call Options Written

   

(11,070

)

   

     

     

(11,070

)

 

Forward Foreign Currency Exchange Contracts**

   

     

11,221

     

     

11,221

   

Interest Rate Swaps**

   

     

(1,050,245

)

   

     

(1,050,245

)

 

Total

 

$

179,209,051

   

$

177,078,779

   

$

   

$

356,287,830

   

*  Refer to the Fund's Portfolio of Investments for industry classifications and breakdown of Common Stocks classified as Level 2.

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

The Nuveen funds' Board of Directors/Trustees is responsible for the valuation process and has delegated the oversight of the daily valuation process to the Adviser's Valuation Committee. The Valuation Committee, pursuant to the valuation policies and procedures adopted by the Board of Directors/Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the funds' pricing policies, and reporting to the Board of Directors/Trustees. The Valuation Committee is aided in its efforts by the Adviser's dedicated Securities Valuation Team, which is responsible for administering the daily valuation process and applying fair value methodologies as approved by the Valuation Committee. When determining the reliability of independent pricing services for investments owned by the funds, the Valuation Committee, among other things, conducts due diligence reviews of the pricing services and monitors the quality of security prices received through various testing reports conducted by the Securities Valuation Team.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer's financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts' research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors/Trustees, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such testing and fair valuation occurrences are reported to the Board of Directors/Trustees.

Nuveen Investments
46



3. Derivative Instruments and Hedging Activities

The Fund records derivative instruments at fair value, with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Fund's investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes. For additional information on the derivative instruments in which the Fund was invested during and at the end of the reporting period, refer to the Portfolio of Investments, Financial Statements and Footnote 1—General Information and Significant Accounting Policies.

The following table presents the fair value of all derivative instruments held by the Fund as of December 31, 2012, the location of these instruments on the Statement of Assets and Liabilities, and the primary underlying risk exposure.

       

Location on the Statement of Assets and Liabilities

 

Underlying

 

Derivative

 

Asset Derivatives

 

Liability Derivatives

 

Risk Exposure

 

Instrument

 

Location

 

Value

 

Location

 

Value

 

Equity Price

 

Options

 

 

$

   

Call options written, at value

 

$

(11,070

)

 
Foreign Currency
Exchange Rate
  Forward Foreign Currency
Exchange Contracts
  Unrealized appreciation on forward
foreign currency exchange contracts
  61,119
  Unrealized depreciation on forward
foreign currency exchange contracts
  (49,898

)

 

Interest Rate

 

Swaps

  Unrealized appreciation on interest
rate swaps, net
 

(238,280

)

  Unrealized depreciation
on interest rate swaps, net
 

(1,058,929

)

 

Interest Rate

 

Swaps

  Unrealized appreciation on interest
rate swaps, net
 

246,964

     

Total

         

$

69,803

       

$

(1,119,897

)

 

The following tables present the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized for the fiscal year ended December 31, 2012, on derivative instruments, as well as the primary risk exposure associated with each.

Net Realized Gain (Loss) from Call Options Written

 

Risk Exposure

 

Equity Price

 

$

678,587

   

Net Realized Gain (Loss) from Forward Foreign Currency Exchange Contracts

 

Risk Exposure

 

Foreign Currency Exchange Rate

 

$

(226,177

)

 

Net Realized Gain (Loss) from Interest Rate Swaps

 

Risk Exposure

 

Interest Rate

 

$

(555,928

)

 

Change in Net Unrealized Appreciation (Depreciation) of Call Options Written

 

Risk Exposure

 

Equity Price

 

$

(55,515

)

 

Change in Net Unrealized Appreciation (Depreciation) of Forward Foreign Currency Exchange Contracts

 

Risk Exposure

 

Foreign Currency Exchange Rate

 

$

13,831

   

Change in Net Unrealized Appreciation (Depreciation) of Interest Rate Swaps

 

Risk Exposure

 

Interest Rate

 

$

197,577

   

Nuveen Investments
47



Notes to

FINANCIAL STATEMENTS (continued)

4. Fund Shares

Common Shares

Transactions in Common shares were as follows:

    Year
Ended
12/31/12
  Year
Ended
12/31/11
 

Common shares repurchased and retired

   

     

(25,121

)

 

Weighted average:

 

Price per Common share repurchased and retired

 

$

   

$

9.78

   

Discount per Common share repurchased and retired

   

     

15.09

%

 

5. Investment Transactions

Purchases and sales (including maturities but excluding short-term investments and derivative transactions) during the fiscal year ended December 31, 2012, aggregated $172,917,260 and $170,057,499, respectively.

Transactions in call options written during the fiscal year ended December 31, 2012, were as follows:

    Number of
Contracts
  Premiums
Received
 

Call options outstanding, beginning of period

   

200

   

$

66,394

   

Call options written

   

7,867

     

967,403

   

Call options terminated in closing purchase transactions

   

(2,801

)

   

(495,267

)

 

Call options exercised

   

(2,494

)

   

(258,740

)

 

Call options expired

   

(2,321

)

   

(259,541

)

 

Call options outstanding, end of period

   

451

   

$

20,249

   

6. 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 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 as detailed below. Temporary differences do not require reclassification. Temporary and permanent differences do not impact the net asset value of the Fund.

As of December 31, 2012, the cost and unrealized appreciation (depreciation) of investments (excluding investments in derivatives), as determined on a federal income tax basis, were as follows:

Cost of investments

 

$

325,980,698

   

Gross unrealized:

 

Appreciation

 

$

46,829,253

   

Depreciation

   

(15,472,027

)

 

Net unrealized appreciation (depreciation) of investments

 

$

31,357,226

   

Permanent differences, primarily due to bond premium amortization adjustments, treatment of notional principal contracts, foreign currency reclasses, tax basis earnings and profits adjustments and return of capital distributions, resulted in reclassifications among the Fund's components of Common share net assets as of December 31, 2012, the Fund's tax year-end, as follows:

Paid-in surplus

 

$

(10,799,291

)

 

Undistributed (Over-distribution of) net investment income

   

10,257,934

   

Accumulated net realized gain (loss)

   

541,357

   

Nuveen Investments
48



The tax components of undistributed net ordinary income and net long-term capital gains as of December 31, 2012, the Fund's tax year end, were as follows:

Undistributed net ordinary income

 

$

   

Undistributed net long-term capital gains

   

   

The tax character of distributions paid during the Fund's tax years ended December 31, 2012 and December 31, 2011, was designated for purposes of the dividends paid deduction as follows:

2012

 

Distributions from net ordinary income *

 

$

19,172,943

   
Distributions from net long-term capital gains    

   

Return of capital

   

764,754

   

2011

 

Distributions from net ordinary income *

 

$

19,950,258

   

Distributions from net long-term capital gains

   

   

Return of capital

   

   

*  Net ordinary income consists of net taxable income derived from dividends and interest, and current year earnings and profits attributable to realized gains.

As of December 31, 2012, the Fund's tax year end, the Fund had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as follows:

Expiration:

 

December 31, 2016

 

$

671,237

   

December 31, 2017

   

32,452,667

   

Total

 

$

33,123,904

   

During the Fund's tax year ended December 31, 2012, the Fund utilized $10,034,537 of its capital loss carryforwards.

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Fund after December 31, 2010, will not be subject to expiration. During the Fund's tax year ended December 31, 2012, there were no post-enactment capital losses generated.

The Fund has elected to defer losses incurred from November 1, 2012 through December 31, 2012, the Fund's tax year end, in accordance with federal income tax rules. These losses are treated as having arisen on the first day of the following fiscal year. The Fund has elected to defer losses as follows:

Post-October capital losses

 

$

317,983

   

Late-year ordinary losses

   

   

7. Management Fees and Other Transactions with Affiliates

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

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

Average Daily Managed Assets*

 

Fund-Level Fee Rate

 

For the first $500 million

   

.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

   

Nuveen Investments
49



Notes to

FINANCIAL STATEMENTS (continued)

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

Complex-Level Managed Asset Breakpoint Level*

 

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

   

*  For the fund-level and complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes the funds' use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust's issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen Funds that constitute "eligible assets." Eligible assets do not include assets attributable to investments in other Nuveen Funds or assets in excess of $2 billion added to the Nuveen Fund complex in connection with the Adviser's assumption of the management of the former First American Funds effective January 1, 2011. As of December 31, 2012, the complex-level fee rate for the Fund was .1684%.

The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Adviser is responsible for the Fund's overall strategy and asset allocation decisions. The Adviser has entered into sub-advisory agreements with NWQ Investment Management Company LLC ("NWQ"), Security Capital Research & Management Incorporated ("Security Capital"), Symphony Asset Management LLC ("Symphony"), and Wellington. NWQ and Symphony are each an affiliate of Nuveen. NWQ manages the portion of the Fund's investment portfolio allocated to dividend-paying common stocks including ADRs and the Fund's call option strategy. Security Capital manages the portion of the Fund's investment portfolio allocated to securities issued by real estate companies. Symphony manages the portion of the Fund's investment portfolio allocated to senior loans and other debt instruments. Wellington manages the portion of the Fund's investment portfolio allocated to emerging markets debt and foreign corporate bonds, and the forward foreign currency exchange strategy. The Adviser is responsible for overseeing the Fund's investments in interest rate swap contracts. NWQ, Security Capital, Symphony and Wellington are compensated for their services to the Fund from the management fees 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.

8. 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. As of December 31, 2012, the Fund had no unfunded senior loan commitments.

Nuveen Investments
50



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. As of December 31, 2012, there were no such outstanding participation commitments.

9. Borrowing Arrangements

The Fund has entered into a $116 million (maximum commitment amount) senior committed secured 364-day revolving line of credit ("Borrowings"), renewable annually, with its custodian bank. On May 25, 2012, the Fund increased its maximum commitment amount on these Borrowings from $100 million to $116 million. All other terms remained unchanged. As of December 31, 2012, the outstanding balance on these Borrowings was $107.8 million. During the fiscal year ended December 31, 2012, the average daily balance outstanding and interest rate on these Borrowings were $101 million and .97%, respectively.

Interest is charged on these Borrowings at a rate per annum equal to the higher of (a) the overnight LIBOR (London Inter-bank Offered Rate) rate plus .80% or (b) the Federal Funds rate plus .80%. In addition to interest expense, the Fund pays a per annum commitment fee based on the total amount of the Borrowings. The Fund also incurred a one-time .10% amendment fee on the increase to the maximum commitment amount, which was fully expensed during the current reporting period.

Borrowings outstanding are recognized as "Borrowings" on the Statement of Assets and Liabilities. Interest expense, commitment fees and amendment fees are recognized as a component of "Interest expense on borrowings" on the Statement of Operations.

10. New Accounting Pronouncements

Financial Accounting Standards Board ("FASB") Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities

In December 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-11 ("ASU No. 2011-11") to enhance disclosures about financial instruments and derivative instruments that are subject to offsetting ("netting") on the Statement of Assets and Liabilities. This information will enable users of the entity's financial statements to evaluate the effect or potential effect of netting arrangements on the entity's financial position. ASU No. 2011-11 is effective prospectively during interim or annual periods beginning on or after January 1, 2013. At this time, management is evaluating the implications of this guidance and the impact it will have to the financial statements amounts and footnote disclosures, if any.

Nuveen Investments
51




Board Members & Officers (Unaudited)

The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the board members of the Funds. The number of board members of the Funds is currently set at ten. None of the board members who are not "interested" persons of the Funds (referred to herein as "independent board members") has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the board members and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below.

Name, Birthdate
& Address
  Position(s) Held
with the Funds
  Year First
Elected or
Appointed
and Term(1)
  Principal Occupation(s)
including other Directorships
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Board Member
 

Independent Board Members:

     
nROBERT P. BREMNER      
8/22/40
333 W. Wacker Drive
Chicago, IL 60606
  Chairman of
the Board
and Board Member
 
1996
Class III
 

Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute.

 

216

 
nJACK B. EVANS      
10/22/48
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
1999
Class III
 

President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Chairman, United Fire Group, a publicly held company; member of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College and the Iowa College Foundation; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.

 

216

 
nWILLIAM C. HUNTER      
3/6/48
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
2004
Class I
 

Dean Emeritus (since June 30, 2012), formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2004) of Xerox Corporation; Director (since 2005), and President (since July 2012) Beta Gamma Sigma, Inc., The International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University.

 

216

 

Nuveen Investments
52



Name, Birthdate
& Address
  Position(s) Held
with the Funds
  Year First
Elected or
Appointed
and Term(1)
  Principal Occupation(s)
including other Directorships
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Board Member
 

Independent Board Members (continued):

     
nDAVID J. KUNDERT      
10/28/42
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
2005
Class II
 

Director, Northwestern Mutual Wealth Management Company; retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, Member of Investment Committee, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; member of the Board of Directors (Milwaukee), College Possible.

 

216

 
nWILLIAM J. SCHNEIDER      
9/24/44
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
1996
Class III
 

Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; member, University of Dayton Business School Advisory Council; member, Mid-America Health System Board; formerly, member and chair, Dayton Philharmonic Orchestra Association; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank.

 

216

 
nJUDITH M. STOCKDALE      
12/29/47
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
1997
Class I
 

Formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).

 

216

 
nCAROLE E. STONE      
6/28/47
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
2007
Class I
 

Director, Chicago Board Options Exchange (since 2006); Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).

 

216

 
nVIRGINIA L. STRINGER      
8/16/44
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
2011
Class I
 

Board Member, Mutual Fund Directors Forum; former governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc. a management consulting firm; former Member, Governing Board, Investment Company Institute's Independent Directors Council; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company; Independent Director, First American Fund Complex (1987-2010) and Chair (1997-2010).

 

216

 

Nuveen Investments
53



Board Members & Officers (Unaudited) (continued)

Name, Birthdate
& Address
  Position(s) Held
with the Funds
  Year First
Elected or
Appointed
and Term(1)
  Principal Occupation(s)
including other Directorships
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Board Member
 

Independent Board Members (continued):

     
nTERENCE J. TOTH      
9/29/59
333 W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
2008
Class II
 

Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Promus Capital (since 2008); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); member: Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012), and a member of its investment committee; formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).

 

216

 

Interested Board Member:

     
nJOHN P. AMBOIAN(2)      
6/14/61 333
W. Wacker Drive
Chicago, IL 60606
 

Board Member

 
2008
Class II
 

Chief Executive Officer and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc., formerly, President (1999-2007); Chief Executive Officer (since 2007) of Nuveen Investments Advisers, Inc.; Director (since 1998) formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, LLC.

 

216

 
Name, Birthdate
and Address
  Position(s) Held with
the Funds
  Year First
Elected or
Appointed(3)
  Principal Occupation(s)
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Officer
 

Officers of the Funds:

     
nGIFFORD R. ZIMMERMAN      
9/9/56
333 W. Wacker Drive
Chicago, IL 60606
  Chief
Administrative
Officer
 
1988
 

Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director, Associate General Counsel and Assistant Secretary, of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Nuveen Investments Advisers Inc. (since 2002), Santa Barbara Asset Management, LLC (since 2006), and of Winslow Capital Management, LLC, (since 2010); Chief Administrative Officer and Chief Compliance Officer (since 2006) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.

 

216

 

Nuveen Investments
54



Name, Birthdate
and Address
  Position(s) Held with
the Funds
  Year First
Elected or
Appointed(3)
  Principal Occupation(s)
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Officer
 

Officers of the Funds (continued):

     
nWILLIAM ADAMS IV      
6/9/55
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 
2007
 

Senior Executive Vice President, Global Structured Products (since 2010), formerly, Executive Vice President (1999-2010) of Nuveen Securities, LLC; Co-President of Nuveen Fund Advisors, LLC (since 2011); President (since 2011), formerly, Managing Director (2010-2011) of Nuveen Commodities Asset Management, LLC.

 

116

 
nCEDRIC H. ANTOSIEWICZ      
1/11/62
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 
2007
 

Managing Director of Nuveen Securities, LLC.

 

116

 
nMARGO L. COOK      
4/11/64
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 
2009
 

Executive Vice President (since 2008) of Nuveen Investments, Inc. and of Nuveen Fund Advisors, LLC (since 2011); Managing Director-Investment Services of Nuveen Commodities Asset Management, LLC (since August 2011), previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.

 

216

 
nLORNA C. FERGUSON      
10/24/45
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 
1998
 

Managing Director (since 2005) of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC (since 2004).

 

216

 
nSTEPHEN D. FOY      
5/31/54
333 W. Wacker Drive
Chicago, IL 60606
  Vice President
and Controller
 
1998
 

Senior Vice President (since 2010), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); Certified Public Accountant.

 

216

 
nSCOTT S. GRACE      
8/20/70
333 W. Wacker Drive
Chicago, IL 60606
  Vice President
and Treasurer
 
2009
 

Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, LLC, Nuveen Investments Advisers, Inc., Nuveen Investments Holdings Inc. and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley's Global Financial Services Group (2000-2003); Chartered Accountant Designation.

 

216

 

Nuveen Investments
55



Board Members & Officers (Unaudited) (continued)

Name, Birthdate
and Address
  Position(s) Held with
the Funds
  Year First
Elected or
Appointed(3)
  Principal Occupation(s)
During Past 5 Years
  Number of Portfolios
in Fund Complex
Overseen by
Officer
 

Officers of the Funds (continued):

     
nWALTER M. KELLY      
2/24/70
333 W. Wacker Drive
Chicago, IL 60606
  Chief Compliance
Officer and
Vice President
 
2003
 

Senior Vice President (since 2008) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, LLC; Senior Vice President (since 2008) of Nuveen Investment Holdings, Inc.; formerly, Senior Vice President (2008-2011) of Nuveen Securities, LLC.

 

216

 
nTINA M. LAZAR      
8/27/61
333 W. Wacker Drive
Chicago, IL 60606
 

Vice President

 
2002
 

Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, LLC.

 

216

 
nKEVIN J. MCCARTHY      
3/26/66
333 W. Wacker Drive
Chicago, IL 60606
  Vice President
and Secretary
 
2007
 

Managing Director and Assistant Secretary (since 2008), formerly, Vice President (2007-2008), Nuveen Securities, LLC; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008), and Assistant Secretary, Nuveen Investment Holdings, Inc.; Vice President (since 2007) and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC,Symphony Asset Management LLC, Santa Barbara Asset Management,LLC, and of Winslow Capital Management, LLC (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC; prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).

 

216

 
nKATHLEEN L. PRUDHOMME      
3/30/53
901 Marquette Avenue
Minneapolis, MN 55402
  Vice President and
Assistant Secretary
 
2011
 

Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010).

 

216

 

(1)  The Board Members serve three year terms. The Board of Trustees is divided into three classes. Class I, Class II, and Class III, with each being elected to serve until the third succeeding annual shareholders' meeting subsequent to its election or thereafter in each case when its respective successors are duly elected or appointed. The first year elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen Complex.

(2)  Mr. Amboian is an interested Director because of his position with Nuveen Investments, Inc. and certain of its subsidiaries, which are affiliates of the Nuveen Funds.

(3)  Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen Complex.

Nuveen Investments
56



Glossary of Terms
Used in this Report

•  Average Annual Total Return: This is a commonly used method to express an investment's performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment's actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered.

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

•  Comparative Benchmark: The performance is a blended return consisting of: 1) 18.75% 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) 6.25% 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) 25% of the return of the Dow Jones Wilshire Real Estate Securities Index, an unmanaged, market capitalization-weighted index comprised of publicly traded REITs and real estate companies, 4) 25% of the return of the JPMorgan EMBI Global Diversified, which tracks total returns for U.S.-dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities, and 5) 25% 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 assume reinvestment of dividends, but do not include the effects of any applicable sales charges or management fees.

•  Current Distribution Rate: 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 tax return of capital.

•  Effective Leverage: Effective leverage is a Fund's effective economic leverage, and includes both Regulatory Leverage (see below) and the leverage effects of certain derivative investments in the Fund's portfolio that increase the Fund's investment exposure.

Nuveen Investments
57



Glossary of Terms
Used in this Report (continued)

•  Gross Domestic Product (GDP): The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports.

•  Leverage: Using borrowed money to invest in securities or other assets, seeking to increase the return of an investment or portfolio.

•  Net Asset Value (NAV): The net market value of all securities held in a portfolio.

•  Net Asset Value (NAV) Per Share: The market value of one share of a mutual fund or closed-end fund. For a Fund, the NAV is calculated daily by taking the Fund's total assets (securities, cash, and accrued earnings), subtracting the Fund's liabilities, and dividing by the number of shares outstanding.

•  Regulatory Leverage: Regulatory Leverage consists of preferred shares issued by or borrowings of the Fund. Both of these are part of the Fund's capital structure. Regulatory leverage is sometimes referred to as "'40 Act Leverage" and is subject to asset coverage limits set in the Investment Company Act of 1940.

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

Nuveen Investments
58



Additional Fund Information

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
Virginia L. Stringer
Terence J. Toth

Fund Manager

Nuveen Fund Advisors, LLC
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

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, and (iii) a description of the policies and procedures that the Fund used to determine how to vote proxies relating to portfolio securities are available 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 SEC the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.

Distribution Information

The Fund hereby designates its percentages of dividends paid from net ordinary income as dividends qualifying for the 70% dividends received deduction (DRD) for corporations and its percentages as qualified dividend income (QDI) for individuals under Section 1(h)(11) of the Internal Revenue Code as shown in the accompanying table. The actual qualified dividend income distributions will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year end.

 

% of DRD

 

% of QDI

 

JDD

   

9.53

%

   

12.99

%

 

Common Share Information

The Fund intends to repurchase shares of its own common stock in the future at such times and in such amounts as is deemed advisable. During the period covered by this report, the Fund repurchased shares of its common stock as shown in the accompanying table.

    Common
Shares
Repurchased
 

JDD

   

   

Any future repurchases will be reported to shareholders in the next annual or semi-annual report.

Nuveen Investments
59




Nuveen Investments:
Serving Investors for Generations

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

Focused on meeting investor needs.

Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutional and individual investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets a wide range of specialized investment solutions which provide investors access to capabilities of its high-quality boutique investment affiliates—Nuveen Asset Management, Symphony Asset Management, NWQ Investment Management Company, Santa Barbara Asset Management, Tradewinds Global Investors, Winslow Capital Management and Gresham Investment Management. In total, Nuveen Investments managed $219 billion as of December 31, 2012.

Find out how we can help you.

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

Distributed by
Nuveen Securities, LLC
333 West Wacker Drive
Chicago, IL 60606
www.nuveen.com/cef

EAN-B-1212D




 

ITEM 2. CODE OF ETHICS.

 

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the Code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx. (To view the code, click on Code of Conduct.)

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

The registrant’s Board of Directors or Trustees (“Board”) determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrant’s audit committee financial expert is Carole E. Stone, who is “independent” for purposes of Item 3 of Form N-CSR.

 

Ms. Stone served for five years as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was actively involved in overseeing the development of the State’s operating, local assistance and capital budgets, its financial plan and related documents; overseeing the development of the State’s bond-related disclosure documents and certifying that they fairly presented the State’s financial position; reviewing audits of various State and local agencies and programs; and coordinating the State’s system of internal audit and control. Prior to serving as Director, Ms. Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as Deputy Budget Director. Ms. Stone has also served as Chair of the New York State Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. These positions have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting. Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board Options Exchange, and of C2 Options Exchange. Ms. Stone’s position on the boards of these entities and as a member of both CBOE Holdings’ Audit Committee and its Finance Committee has involved, among other things, the oversight of audits, audit plans and preparation of financial statements.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND

 

The following tables show the amount of fees that Ernst & Young LLP, the Fund’s auditor, billed to the Fund during the Fund’s last two full fiscal years. For engagements with Ernst & Young LLP the Audit Committee approved in advance all audit services and non-audit services that Ernst & Young LLP provided to the Fund, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the “pre-approval exception”). The pre-approval exception for services provided directly to the Fund waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Fund to its accountant during the fiscal year in which the services are provided; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the audit is completed.

 

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

 

SERVICES THAT THE FUND’S AUDITOR BILLED TO THE FUND

 

 

 

Audit Fees Billed

 

Audit-Related Fees

 

Tax Fees

 

All Other Fees

 

Fiscal Year Ended

 

to Fund (1)

 

Billed to Fund (2)

 

Billed to Fund (3)

 

Billed to Fund (4)

 

December 31, 2012

 

$

32,400

 

$

0

 

$

500

 

$

0

 

 

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

0

%

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

$

33,100

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

0

%

 



 


(1)         “Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

 

(2)         “Audit-Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under “Audit Fees”. These fees include offerings related to the Fund’s common shares and leverage.

 

(3)         “Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculations performed by the principal accountant.

 

(4)         “All Other Fees” are the aggregate fees billed for products and services other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees”. These fees represent all “Agreed-Upon Procedures” engagements pertaining to the Fund’s use of leverage.

 

SERVICES THAT THE FUND’S AUDITOR BILLED TO THE
ADVISER AND AFFILIATED FUND SERVICE PROVIDERS

 

The following tables show the amount of fees billed by Ernst & Young LLP to Nuveen Fund Advisors, LLC (formerly Nuveen Fund Advisors, Inc.) (the “Adviser”), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two full fiscal years.

 

The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid to Ernst & Young LLP by the Fund, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee; (B) the Fund did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit Committee’s attention, and the Committee (or its delegate) approves the services before the Fund’s audit is completed.

 

 

 

Audit-Related Fees

 

Tax Fees Billed to

 

All Other Fees

 

 

 

Billed to Adviser and

 

Adviser and

 

Billed to Adviser

 

 

 

Affiliated Fund

 

Affiliated Fund

 

and Affiliated Fund

 

Fiscal Year Ended

 

Service Providers

 

Service Providers

 

Service Providers

 

December 31, 2012

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

 

 

 

 

 

 

 

 

December 31, 2011

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

 



 

NON-AUDIT SERVICES

 

The following table shows the amount of fees that Ernst & Young LLP billed during the Fund’s last two full fiscal years for non-audit services. The Audit Committee is required to pre-approve non-audit services that Ernst & Young LLP provides to the Adviser and any Affiliated Fund Services Provider, if the engagement related directly to the Fund’s operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit Committee requested and received information from Ernst & Young LLP about any non-audit services that Ernst & Young LLP rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating Ernst & Young LLP’s independence.

 

 

 

 

 

Total Non-Audit Fees

 

 

 

 

 

 

 

 

 

billed to Adviser and

 

 

 

 

 

 

 

 

 

Affiliated Fund Service

 

Total Non-Audit Fees

 

 

 

 

 

 

 

Providers (engagements

 

billed to Adviser and

 

 

 

 

 

 

 

related directly to the

 

Affiliated Fund Service

 

 

 

 

 

Total Non-Audit Fees

 

operations and financial

 

Providers (all other

 

 

 

Fiscal Year Ended

 

Billed to Fund

 

reporting of the Fund)

 

engagements)

 

Total

 

December 31, 2012

 

$

500

 

$

0

 

$

0

 

$

500

 

December 31, 2011

 

$

0

 

$

0

 

$

0

 

$

0

 

 

“Non-Audit Fees billed to Fund” for both fiscal year ends represent “Tax Fees” and “All Other Fees” billed to Fund in their respective amounts from the previous table.

 

Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

 

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must approve (i) all non-audit services to be performed for the Fund by the Fund’s independent accountants and (ii) all audit and non-audit services to be performed by the Fund’s independent accountants for the Affiliated Fund Service Providers with respect to operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent accountants for the Fund and Affiliated Fund Service Providers (with respect to operations and financial reports of the Fund) such engagements will be (i) pre-approved by the Audit Committee if they are expected to be for amounts greater than $10,000; (ii) reported to the Audit Committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the Audit Committee at the next Audit Committee meeting if they are expected to be for an amount under $5,000.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

The registrant’s Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Robert P. Bremner, David J. Kundert, William J. Schneider, Carole E. Stone and Terence J. Toth.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

 

(a)         See Portfolio of Investments in Item 1.

 

(b)         Not applicable.

 



 

ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Nuveen Fund Advisors, LLC, formerly known as Nuveen Fund Advisors, Inc., is the registrant’s investment adviser (also referred to as the “Adviser”).  The Adviser is responsible for the on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services.  The Adviser has engaged NWQ Investment Management Company, LLC (“NWQ”), Security Capital Research & Management Incorporated (“Security Capital”), Wellington Management Company, LLP (“Wellington Management”) and Symphony Asset Management, LLC (“Symphony”) (NWQ, Security Capital, Wellington and Symphony are collectively referred to as “Sub-Advisers”) as Sub-Advisers to provide discretionary investment advisory services.  As part of these services, the Adviser has delegated to each Sub-Adviser the full responsibility for proxy voting and related duties in accordance with each Sub-Adviser’s policies and procedures.  The Adviser periodically monitors each Sub-Adviser’s voting to ensure that it is carrying out its duties.  Each Sub-Adviser’s proxy voting policies and procedures are attached to this filing as an exhibit and incorporated herein by reference or summarized below.

 

SECURITY CAPITAL

 

Security Capital may be granted by its clients the authority to vote the proxies of the securities held in client portfolios. To ensure that the proxies are voted in the best interests of its clients, Security Capital has adopted detailed proxy voting procedures (“Procedures”) that incorporate detailed proxy guidelines (“Guidelines”) for voting proxies on specific types of issues.

 

Pursuant to the Procedures, most routine proxy matters will be voted in accordance with the Guidelines, which have been developed with the objective of encouraging corporate action that enhances shareholder value. For proxy matters that are not covered by the Guidelines (including matters that require a case-by-case determination) or where a vote contrary to the Guidelines is considered appropriate, the Procedures require a certification and review process to be completed before the vote is cast. That process is designed to identify actual or potential material conflicts of interest and ensure that the proxy is cast in the best interest of clients.

 

To oversee and monitor the proxy-voting process, Security Capital has established a proxy committee and appointed a proxy administrator. The proxy committee meets periodically to review general proxy-voting matters, review and approve the Guidelines annually, and provide advice and recommendations on general proxy-voting matters as well as on specific voting issues.

 

A copy of the Security Capital’s proxy voting procedures and guidelines are available upon request by contacting your client service representative.

 

SYMPHONY

 

Symphony has adopted and implemented proxy voting guidelines to ensure that proxies are voted in the best interest of its Clients.  These are merely guidelines and specific situations may call for a vote which does not follow the guidelines.  In determining how to vote proxies,

 



 

Symphony will follow the Proxy Voting Guidelines of the independent third party which Symphony has retained to provide proxy voting services (“Symphony’s Proxy Guidelines”).

 

Symphony has created a Proxy Voting Committee to periodically review Symphony’s Proxy Guidelines, address conflicts of interest, specific situations and any portfolio manager’s decision to deviate from Symphony’s Proxy Guideline, (including the third party’s guidelines).  Under certain circumstances, Symphony may vote one way for some Clients and another way for other Clients.  For example, votes for a Client who provides specific voting instructions may differ from votes for Clients who do not provide proxy voting instructions.  However, when Symphony has discretion, proxies will generally be voted the same way for all Clients.  In addition, conflicts of interest in voting proxies may arise between Clients, between Symphony and its employees, or a lending or other material relationship.  As a general rule, conflicts will be resolved by Symphony voting in accordance with Symphony’s Proxy Guidelines when:

 

·                  Symphony manages the account of a corporation or a pension fund sponsored by a corporation in which Clients of Symphony also own stock.  Symphony will vote the proxy for its other Clients in accordance with Symphony’s Proxy Guidelines and will follow any directions from the corporation or the pension plan, if different than Symphony’s Proxy Guidelines;

 

·                  An employee or a member of his/her immediate family is on the Board of Directors or a member of senior management of the company that is the issuer of securities held in Client’s account;

 

·                  Symphony has a borrowing or other material relationship with a corporation whose securities are the subject of the proxy.

 

Proxies will always be voted in the best interest of Symphony’s Clients.  Those situations that do not fit within the general rules for the resolution of conflicts of interest will be reviewed by the Proxy Voting Committee.  The Proxy Voting Committee, after consulting with senior management, if appropriate, will determine how the proxy should be voted.  For example, when a portfolio manager decides not to follow Symphony’s Proxy Guidelines, the Proxy Voting Committee will review a portfolio manager’s recommendation and determine how to vote the proxy.  Decisions by the Proxy Voting Committee will be documented and kept with records related to the voting of proxies.  A summary of specific votes will be retained in accordance with Symphony’s Books and Records Requirements which are set forth Symphony’s Compliance Manual and Code of Ethics.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Nuveen Fund Advisors, LLC, formerly known as Nuveen Fund Advisors, Inc. (“NFALLC”), is the registrant’s investment adviser (NFALLC is also referred to as the “Adviser”).  NFALLC is responsible for the selection and on-going monitoring of the Fund’s investment portfolio, managing the Fund’s business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has engaged Security Capital Research & Management Incorporated (“Security Capital”) for a portion of the registrant’s equity investments, Wellington Management Company, LLP (“Wellington Management”) for a portion of the registrant’s debt investments, Symphony Asset Management, LLC (“Symphony”) for an additional portion of the registrant’s debt investments and NWQ Investment Management Company, LLC (“NWQ”) for an additional portion of the registrant’s equity investments (Security Capital, Wellington, Symphony and NWQ are also collectively referred to as “Sub-Advisers”) as Sub-Advisers to provide discretionary investment advisory services.  The following section provides information on the portfolio managers at each Sub-Adviser:

 

SECURITY CAPITAL

 

Item 8 (a)(1).   PORTFOLIO MANAGER BIOGRAPHIES

 

ANTHONY R. MANNO JR. is CEO, President and Chief Investment Officer of Security Capital Research & Management Incorporated. He is Chairman, President and Managing Director of SC-Preferred Growth Incorporated.  Prior to joining Security Capital in 1994, Mr. Manno spent 14 years with LaSalle Partners Limited as a Managing Director, responsible for real estate investment banking activities.  Mr. Manno began his career in real estate finance at The First National Bank of Chicago and has 39 years of experience in the real estate investment business.  He received an MBA in Finance with honors (Beta Gamma Sigma) from the University of Chicago and graduated Phi Beta Kappa from Northwestern University with a BA and MA in Economics.  Mr. Manno is also a Certified Public Accountant and was awarded an Elijah Watt Sells award.

 

KENNETH D. STATZ is a Managing Director and Senior Market Strategist of Security Capital Research & Management Incorporated where he is responsible for the development and implementation of portfolio investment strategy.  Prior to joining Security Capital in 1995, Mr. Statz was a Vice President in the Investment Research Department of Goldman, Sachs & Co., concentrating on research and underwriting for the REIT industry.  Previously, he was a REIT Portfolio Manager and a Managing Director of Chancellor Capital Management.  Mr. Statz has 31 years of experience in the real estate securities industry and received an MBA and a BBA in Finance from the University of Wisconsin.

 

KEVIN W. BEDELL is a Managing Director of Security Capital Research & Management Incorporated where he directs the Investment Analysis Team, which provides in-depth proprietary research on publicly listed companies.  Prior to joining Security Capital in 1996, Mr. Bedell spent nine years with LaSalle Partners Limited where he was Equity Vice President and Portfolio Manager, with responsibility for strategic, operational and financial management of a private real estate investment trust with

 



 

commercial real estate investments in excess of $1 billion.  Mr. Bedell has 26 years of experience in the real estate securities industry and received an MBA in Finance from the University of Chicago and a BA from Kenyon College.

 

Item 8 (a)(2).   OTHER ACCOUNTS MANAGED AS OF DECEMBER 31, 2012

 

 

 

Nuveen Real Estate Income Fund and Nuveen Diversified Dividend and Income Fund (“Funds”)

 

 

 

Security Capital Research & Management Incorporated (“Adviser”)

 

 

 

(a)(2) For each person identified in column (a)(1), provide number of accounts

 

(a)(3) Performance Fee Accounts. For each of the categories in column

 

 

 

other than the Funds managed by the person within each category below and

 

(a)(2), provide number of accounts and the total assets in the accounts with

 

 

 

the total assets in the accounts managed within each category below

 

respect to which the advisory fee is based on the performance of the account

 

 

 

 

 

Other Pooled

 

 

 

 

 

 

 

 

 

 

 

Registered Investment

 

Investment

 

 

 

Registered Investment

 

Other Pooled 

 

 

 

(a)(1) Identify portfolio

 

Companies

 

Vehicles

 

Other Accounts

 

Companies

 

Investment Vehicles

 

Other Accounts

 

manager(s) of the 

 

Number

 

Total

 

Number

 

Total

 

Number

 

Total

 

Number

 

 

 

Number

 

 

 

Number

 

Total

 

Adviser to be named in

 

of

 

Assets

 

of

 

Assets

 

of

 

Assets

 

of

 

Total

 

of

 

Total

 

of

 

Assets

 

the Fund prospectus

 

Accounts

 

($billions)

 

Accounts

 

($billions)

 

Accounts

 

($billions)

 

Accounts

 

Assets

 

Accounts

 

Assets

 

Accounts

 

($billions)

 

Anthony R. Manno Jr.

 

8

 

$

1.1

 

1

 

$

0.7

 

321

 

$

2.1

 

 

 

 

 

5

 

$

0.3

 

Kenneth D. Statz

 

8

 

$

1.1

 

1

 

$

0.7

 

313

 

$

2.1

 

 

 

 

 

5

 

$

0.3

 

Kevin W. Bedell

 

8

 

$

1.1

 

1

 

$

0.7

 

314

 

$

2.1

 

 

 

 

 

5

 

$

0.3

 

 

POTENTIAL MATERIAL CONFLICTS OF INTEREST

 

As shown in the above tables, the portfolio managers may manage accounts in addition to the Nuveen Funds (the “Funds”).  The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Funds (“Similar Accounts”). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.

 

Responsibility for managing Security Capital’s clients’ portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed  using the same objectives, approach and philosophy.  Therefore, portfolio holdings, relative position sizes and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest.

 

Security Capital may receive more compensation with respect to certain Similar Accounts than that received with respect to the Nuveen Funds or may receive compensation based in part on the performance of certain Similar Accounts.  This may create a potential conflict of interest for Security Capital or its portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions.  Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities. Allocations of aggregated trades, particularly trade orders

 



 

that were only partially completed due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Security Capital may have an incentive to allocate securities that are expected to increase in value to favored accounts.  Initial public offerings, in particular, are frequently of very limited availability. Security Capital may be perceived as causing accounts it manages to participate in an offering to increase Security Capital’s overall allocation of securities in that offering.  A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account.  If Security Capital manages accounts that engage in short sales of securities of the type in which the Funds invests, Security Capital could be seen as harming the performance of the Funds for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

 

Security Capital has policies and procedures designed to manage these conflicts described above such as allocation of investment opportunities to achieve fair and equitable allocation of investment opportunities among its clients over time.  For example:

 

Orders placed for the same equity security within a reasonable time period are aggregated consistent with Security Capital’s duty of best execution for its clients.  If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis.  Partially completed orders will be allocated among the participating accounts on a pro-rata average price basis as well.

 

Item 8(a)(3).                           FUND MANAGER COMPENSATION

 

The principal form of compensation of Security Capital’s professionals is a base salary and annual bonus. Base salaries are fixed for each portfolio manager. Each professional is paid a cash salary and, in addition, a year-end bonus based on achievement of specific objectives that the professional’s manager and the professional agree upon at the commencement of the year. The annual bonus is paid partially in cash and partially in either: (i) restricted stock of Security Capital’s parent company, JPMorgan Chase & Co., (ii) in self-directed parent company mutual funds, and/or (iii) mandatory notional investment in selected mutual funds advised by Security Capital, all vesting over a three-year period (50% each after the second and third years). The annual bonus is a function of Security Capital achieving its financial, operating and investment performance goals, as well as the individual achieving measurable objectives specific to that professional’s role within the firm and the investment performance of all accounts managed by the portfolio manager.  None of the portfolio managers’ compensation is based on the performance of, or the value of assets held in, the Funds.

 

Item 8(a)(4).                           OWNERSHIP OF JDD SECURITIES AS OF DECEMBER 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

$500,001 -

 

over

 

Portfolio Manager

 

None

 

$1-$10,000

 

$10,001-$50,000

 

$50,001-$100,000

 

$100,001-$500,000

 

$1,000,000

 

$1,000,000

 

Anthony R. Manno Jr.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

Kenneth D. Statz

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

Kevin W. Bedell

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

WELLINGTON MANAGEMENT

 

Item 8(a)(1).                           PORTFOLIO MANAGER BIOGRAPHY

 

James W. Valone, CFA, Senior Vice President, Fixed Income Portfolio Manager and Co-Director of Fixed Income of Wellington Management, has served as a portfolio manager of the registrant since 2007. Mr. Valone joined Wellington Management as an investment professional in 1999.

 

Item 8(a)(2).                           OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS AS OF DECEMBER 31, 2012

 

 

 

(a)(2) For each person identified in column (a)(1), provide number of accounts other than the

 

(a)(3) Performance Fee Accounts.   For each of the categories in column

 

 

 

Funds managed by the person within each category below and the total assets in the accounts

 

(a)(2), provide number of accounts and the total assets in the accounts with

 

 

 

managed within each category below

 

respect to which the advisory fee is based on the performance of the account

 

(a)(1) Identify

 

 

 

 

 

 

 

Registered

 

 

 

 

 

portfolio

 

Registered Investment

 

Other Pooled Investment

 

 

 

Investment

 

Other Pooled Investment

 

 

 

manager(s) of the 

 

Companies

 

Vehicles

 

Other Accounts

 

Companies

 

Vehicles

 

Other Accounts

 

Adviser to be

 

Number

 

Total

 

Number

 

Total

 

Number

 

Total

 

Number

 

 

 

Number

 

Total

 

Number

 

Total

 

named in the

 

of

 

Assets

 

of

 

Assets

 

of

 

Assets

 

of

 

Total

 

of

 

Assets

 

of

 

Assets

 

Fund prospectus

 

Accounts

 

($millions)

 

Accounts

 

($billions)

 

Accounts

 

($billions)

 

Accounts

 

Assets

 

Accounts

 

($millions)

 

Accounts

 

($millions)

 

James W. Valone

 

2

 

$

294.7

 

21

 

$

11.999

 

17

 

$

10.201

 

0

 

$

0

 

2

 

$

317.6

 

1

 

$

106.2

 

 

POTENTIAL MATERIAL CONFLICTS OF INTEREST

 

Individual investment professionals at Wellington Management manage multiple accounts for multiple clients.  These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Fund’s manager listed in the prospectus who is primarily responsible for the day-to-day management of the Fund (“Portfolio Manager”) generally manages accounts in several different investment styles.  These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Fund.  The Portfolio Manager makes investment decisions for each account, including the Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account.  Consequently, the Portfolio Manager may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts.  Alternatively, these accounts may be managed in a similar fashion to the Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the Fund.

 



 

The Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely impact the Fund depending on market conditions.  For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account.  Similarly, the Portfolio Manager may purchase the same security for the Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Fund’s holdings.  In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Fund. Mr. Valone also manages accounts which pay performance allocations to Wellington Management or its affiliates.  Because incentive payments paid by Wellington Management to the Portfolio Manager are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Portfolio Manager.  Finally, the Portfolio Manager may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

 

Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients.  Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients.  In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts.  Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals.  Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

 

Item 8(a)(3).                           FUND MANAGER COMPENSATION

 

Wellington Management receives a fee based on the assets under management of the Fund as set forth in the Investment Sub-Advisory Agreement between Wellington Management and Nuveen Asset Management on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Fund. The following information relates to the fiscal year ended December 31, 2012.

 

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management’s compensation of the Fund’s manager listed in the prospectus who is primarily responsible for the day-to-day management of the Fund (“Portfolio Manager”) includes a base salary and incentive components. The base salary for each Portfolio Manager who is a partner of Wellington Management is

 



 

generally a fixed amount that is determined by the Managing Partners of the firm. The Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Fund managed by the Portfolio Manager and generally each other account managed by such Portfolio Manager. The Portfolio Manager’s incentive payment relating to the Fund is linked to the gross pre-tax performance of the Fund compared to the JP Morgan Emerging Markets Bond Index Global Diversified Equal Weighted Performing through June 30, 2010 and the JP Morgan Emerging Markets Bond Index Global Diversified from July 1, 2010 over one and three year periods, with an emphasis on three year results. In 2012, Wellington Management began placing increased emphasis on long-term performance and is phasing in a five-year performance comparison period. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by the Portfolio Manager, including accounts with performance fees.

 

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Manager may also be eligible for bonus payments based on his overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each partner of Wellington Management is eligible to participate in a partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Mr. Valone is a partner of the firm.

 

Item 8(a)(4).                           OWNERSHIP OF JDD SECURITIES AS OF DECEMBER 31, 2012

 

Name of Portfolio

 

 

 

$1-

 

$10,001-

 

$50,001-

 

$100,001-

 

$500,001-

 

Over

 

Manager

 

None

 

$10,000

 

$50,000

 

$100,000

 

$500,000

 

$1,000,000

 

$1,000,000

 

James W. Valone

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

SYMPHONY

 

Item 8(a)(1).                           PORTFOLIO MANAGER BIOGRAPHY

 

Gunther Stein

 

Gunther Stein, Chief Investment Officer and Chief Executive Officer, is responsible for overseeing Symphony’s fixed-income and equity investments. Mr. Stein has over 25 years of investment and research experience and is actively involved with the management of the firm’s fixed-income products. Prior to joining Symphony in 1999, Mr. Stein spent six years at Wells Fargo where he was most recently a high-yield portfolio manager after being in the firm’s Loan Syndications & Leveraged Finance Group. Before joining Wells Fargo, he was a Euro-currency deposit trader at First Interstate Bank. He also worked for Standard Chartered Bank in Mexico City and Citibank Investment Bank in London. Mr. Stein received an MBA from the University of Texas at Austin and a BA in economics from the University of California, Berkeley.

 

Item 8(a)(2).                           OTHER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS

 

Other Accounts Managed by Symphony PM

As of 12/31/12

 

 

 

Gunther Stein

 

(a) RICs

 

 

 

Number of accts

 

16

 

Assets

 

$

2,386,319,030

 

 

 

 

 

(b) Other pooled accts

 

 

 

Non-performance fee accts

 

 

 

Number of accts

 

15

 

Assets

 

$

116,013,700

 

Performance fee accts

 

 

 

Number of accts

 

17

 

Assets

 

$

1,795,027,488

 

 

 

 

 

(c) Other

 

 

 

Non-performance fee accts

 

 

 

Number of accts

 

9

 

Assets

 

$

72,169,856

 

Performance fee accts

 

 

 

Number of accts

 

5

 

Assets

 

$

293,034,463

 

 



 

POTENTIAL MATERIAL CONFLICTS OF INTEREST

 

As described above, the portfolio manager may manage other accounts with investment strategies similar to the Fund, including other investment companies and separately managed accounts.  Fees earned by the sub-advisers may vary among these accounts and the portfolio managers may personally invest in some but not all of these accounts.   In addition, certain accounts may be subject to performance-based fees. These factors could create conflicts of interest because a portfolio manager may have incentives to favor certain accounts over others, resulting in other accounts outperforming the Fund. A conflict may also exist if a portfolio manager identified a limited investment opportunity that may be appropriate for more than one account, but the Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts.  In addition, the portfolio manger may execute transactions for another account that may adversely impact the value of securities held by the Fund.  However, the sub-advisers believe that these risks are mitigated by the fact that accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and other factors.  In addition, each sub-adviser has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.

 

Item 8(a)(3).                           FUND MANAGER COMPENSATION

 

Symphony investment professionals receive compensation based on three elements: fixed-base salary, participation in a bonus pool and certain long-term incentives.

 

The fixed-base salary is set at a level determined by Symphony and is reviewed periodically to ensure that it is competitive with base salaries paid by similar financial services companies for persons playing similar roles.

 

The portfolio manager is also eligible to receive an annual bonus from a pool based on Symphony’s aggregate asset-based and performance fees after all operating expenses.   The level of this bonus to each individual portfolio manager is determined by senior management’s assessment of the team’s performance, and the individual’s contribution to and performance on that team.   Factors considered in that assessment include the total return and risk-adjusted total return performance of the accounts for which the individual serves as portfolio manager relative to any benchmarks established for those accounts; the individual’s effectiveness in communicating investment performance to investors and/or their advisors; and the individual’s contribution to the firm’s overall investment process and to the execution of investment strategies.

 

Finally, certain key employees of Symphony, including the portfolio manager, have received profits interests in Symphony which entitle their holders to participate in the firm’s growth over time.

 



 

Item 8(a)(4).                           OWNERSHIP OF JDD SECURITIES AS OF DECEMBER 31, 2012

 

Name of Portfolio

 

 

 

$1-

 

$10,001-

 

$50,001-

 

$100,001-

 

$500,001-

 

Over

 

Manager

 

None

 

$10,000

 

$50,000

 

$100,000

 

$500,000

 

$1,000,000

 

$1,000,000

 

Gunther Stein

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NWQ

 

Item 8(a)(1).                           PORTFOLIO MANAGER BIOGRAPHIES

 

Jon D. Bosse, CFA, Chief Investment Officer, Co-President of NWQ, and Portfolio Manager

 

Prior to joining NWQ in 1996, Mr. Bosse spent ten years with ARCO Investment Management Company where, in addition to managing a value-oriented fund, he was the Director of Equity Research. Previously, he spent four years with ARCO in Corporate Finance.  Mr. Bosse received his B.A. in Economics from Washington University, St. Louis, where he was awarded the John M. Olin Award for excellence in economics, and graduated summa cum laude. He received his M.B.A. from the Wharton Business School, University of Pennsylvania. In addition, he received his Chartered Financial Analyst designation in 1992 and is a member of the CFA Institute and the Los Angeles Society of Financial Analysts.

 

James Stephenson, CFA, Managing Director, Portfolio Manager, and Equity Analyst

 

Prior to joining NWQ in 2006, Mr. Stephenson spent seven years at Bel Air Investment Advisors, LLC, a State Street Global Advisors Company, where he was a Managing Director and Partner. Most recently, Mr. Stephenson was Chairman of the firm’s Equity Policy Committee and the Portfolio Manager for Bel Air’s Large Cap Core and Select strategies.  Previous to this, he spent five years as an Analyst and Portfolio Manager at ARCO Investment Management Company.  Prior to that, he was an Equity Analyst at Trust Company of the West. Mr. Stephenson received his B.B.A. and M.S. in Business from the University of Wisconsin-Madison, where he participated in the Applied Security Analysis Program. In addition, he earned the designation of Chartered Financial Analyst in 1993 and is a member of the CFA Institute and the Los Angeles Society of Financial Analysts.

 



 

Item 8(a)(2).                           OTHER ACCOUNTS MANAGED AS OF DECEMBER 31, 2012

 

 

 

Jon Bosse

 

James Stephenson

 

(a) RICs

 

 

 

 

 

Number of accts

 

6

 

2

 

Assets ($000s)

 

$

1,734,609,006

 

$

184,312,921

 

 

 

 

 

 

 

(b) Other pooled accts

 

 

 

 

 

Non-performance fee accts

 

 

 

 

 

Number of accts

 

18

 

0

 

Assets ($000s)

 

$

740,301,544

 

0

 

 

 

 

 

 

 

(c) Other

 

 

 

 

 

Non-performance fee accts

 

 

 

 

 

Number of accts

 

19,552

 

1

 

Assets ($000s)

 

$

9,162,041,072

*

$

801,618

 

Performance fee accts

 

 

 

 

 

Number of accts

 

5

 

0

 

Assets ($000s)

 

$

271,208,461

 

0

 

 


*Includes $743,446,901 of model program assets.

 

POTENTIAL MATERIAL CONFLICTS OF INTEREST

 

NWQ has an investment philosophy and operating belief which seeks to manage each account in a particular strategy alike. Conflicts of interest may include, but are not limited to:

 

·                  The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. NWQ seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.

 

·                  If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to its limited availability (i.e., an allocation of filled purchase or sale orders across all eligible accounts.) To deal with these situations, NWQ has adopted procedures for allocating limited opportunities across multiple accounts.

 



 

·                  In the event a client has directed certain brokerage activities, NWQ may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transactions, or both, to the detriment of the Fund or the other accounts.

 

·                  The appearance of a conflict of interest may arise where NWQ has an incentive, such as a performance-based management fee, which relates to the management of some accounts, where a portfolio manager has day-to-day management responsibilities.  However, again, NWQ has an operating belief/philosophy which seeks to manage all accounts alike.

 

NWQ has adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

 

Item 8(a)(3).                           FUND MANAGER COMPENSATION

 

NWQ offers a highly competitive compensation structure with the purpose of attracting and retaining the most talented investment professionals.  These professionals are rewarded through a combination of cash and long-term incentive compensation as determined by the firm’s executive committee.  Total cash compensation (TCC) consists of both a base salary and an annual bonus that can be a multiple of the base salary.  The firm annually benchmarks TCC to prevailing industry norms with the objective of achieving competitive levels for all contributing professionals.

 

Available bonus pool compensation is primarily a function of the firm’s overall annual profitability, and in the interest of employee and client interest alliance, NWQ’s bonus pool will be augmented should the firm outperform its benchmarks on a 1, 2 and 3 year basis.  Individual bonuses are based primarily on the following:

 

·                 Overall performance of client portfolios

·                  Objective review of stock recommendations and the quality of primary research

·                  Subjective review of the professional’s contributions to portfolio strategy, teamwork, collaboration and work ethic

 

To further strengthen our incentive compensation package and to create an even stronger alignment to the long-term success of the firm, NWQ provides a number of other incentive opportunities through long-term employment contracts with senior executives, retention agreements, and an equity incentive plan with non-solicitation and non-compete provisions for participating employees.  The equity incentive plan provides meaningful equity to employees which is similar to restricted stock and options and which vests over the next 5 to 7 years.  Equity incentive plans allowing key employees of NWQ to participate in the firm’s growth over time have been in place since Nuveen’s acquisition of NWQ.

 



 

At NWQ, we believe that we are an employer of choice. Our analysts have a meaningful impact on the portfolio and, therefore, are compensated in a manner similar to portfolio managers at many other firms.  Benefits besides compensation include a college tuition program for the children of all full-time employees whereby they are eligible for reimbursement of tuition and other mandatory fees, among others.

 

Item 8(a)(4).                                                     OWNERSHIP OF JDD SECURITIES AS OF DECEMBER 31, 2012

 

Name of Portfolio

 

 

 

$1-

 

$10,001-

 

$50,001-

 

$100,001-

 

$500,001-

 

Over

 

Manager

 

None

 

$10,000

 

$50,000

 

$100,000

 

$500,000

 

$1,000,000

 

$1,000,000

 

Jon Bosse

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

James Stephenson

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

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 because the code is posted on registrant’s website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx and there were no amendments during the period covered by this report. (To view the code, click on Code of Conduct.)

 

(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 Diversified Dividend and Income Fund

 

 

By (Signature and Title)

/s/ Kevin J. McCarthy

 

 

 

Kevin J. McCarthy

 

 

 

Vice President and Secretary

 

 

 

Date: March 8, 2013

 

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: March 8, 2013

 

 

By (Signature and Title)

/s/ Stephen D. Foy

 

 

 

Stephen D. Foy

 

 

 

Vice President and Controller
(principal financial officer)

 

 

Date: March 8, 2013