Edgar Filing: Nuveen Tax-Advantaged Dividend Growth Fund

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT
INVESTMENT COMPANY

Investment Company Act file number 811-22058

Nuveen Tax-Advantaged Dividend Growth Fund
(Exact name of registrant as specified in charter)
			333 West Wacker Drive, Chicago, Illinois 60606
			(Address of principal executive offices) (Zip code)
			Kevin J. McCarthy—Vice President and Secretary 333 West Wacker Drive, Chicago, Illinois 60606
			(Name and address of agent for service)
Registrant’s telephone number, including area code:				312-917-7700
Date of fiscal year end:	12/31
Date of reporting period:		9/30/2013

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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 the 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. § 3507.

Item 1. Schedule of Investments

		Portfolio of Investments (Unaudited)
		Nuveen Tax-Advantaged Dividend Growth Fund (JTD)
		September 30, 2013

Shares						Description (1)						Value
						Long-Term Investments - 137.0% (95.4% of Total Investments)
						Common Stocks - 105.6% (73.5% of Total Investments)
						Aerospace & Defense - 2.9%
42,819						Honeywell International Inc.						$ 3,555,690
53,500						Safran S.A., (2)						3,289,180
						Total Aerospace & Defense						6,844,870
						Automobiles - 1.2%
36,200						Daimler AG, (2)						2,827,220
						Beverages - 3.8%
164,190						Coca-Cola Company						6,219,516
71,076						Heineken NV, (2)						2,519,644
						Total Beverages						8,739,160
						Capital Markets - 3.0%
108,935						Bank of New York Company, Inc.						3,288,748
13,298						BlackRock Inc.						3,598,705
						Total Capital Markets						6,887,453
						Chemicals - 2.3%
134,195						Linde AG, (2)						2,650,351
32,949						Syngenta AG, ADR						2,678,754
						Total Chemicals						5,329,105
						Commercial Banks - 10.4%
41,200						BOC Hong Kong Holdings Limited, (2)						2,645,674
82,553						Cullen/Frost Bankers, Inc.						5,824,114
49,200						HSBC Holdings PLC						2,669,592
278,736						Mitsubishi UFJ Financial Group, Inc., ADR						1,786,698
27,000						Toronto-Dominion Bank						2,429,460
135,600						Wells Fargo & Company, (3)						5,602,992
104,000						Westpac Banking Corporation, (3)						3,189,680
						Total Commercial Banks						24,148,210
						Communications Equipment - 3.6%
56,459						Motorola Solutions Inc.						3,352,535
73,665						QUALCOMM, Inc.						4,962,074
						Total Communications Equipment						8,314,609
						Computers & Peripherals - 1.9%
9,508						Apple, Inc., (3)						4,532,939
						Diversified Financial Services - 2.8%
125,555						JPMorgan Chase & Co.						6,489,935
						Diversified Telecommunication Services - 2.5%
171,708						AT&T Inc.						5,807,165
						Electric Utilities - 3.1%
41,330						NextEra Energy Inc.						3,313,013
191,400						Red Electrica Corporacion, S.A., (2)						2,179,989
73,056						Scottish and Southern Energy PLC, (2)						1,749,691
						Total Electric Utilities						7,242,693
						Electrical Equipment - 3.4%
128,200						ABB Limited						3,024,238
71,000						Eaton PLC						4,887,640
						Total Electrical Equipment						7,911,878
						Energy Equipment & Services - 2.4%
68,600						Seadrill Limited						3,092,488
55,700						Tenaris, S.A.						2,605,646
						Total Energy Equipment & Services						5,698,134
						Food & Staples Retailing - 2.3%
93,246						CVS Caremark Corporation						5,291,711
						Food Products - 2.4%
172,400						Danone, (2)						2,592,896
47,707						McCormick & Company, Incorporated						3,086,643
						Total Food Products						5,679,539
						Gas Utilities - 2.4%
103,800						ONEOK, Inc.						5,534,616
						Health Care Equipment & Supplies - 1.4%
53,860						Covidien PLC						3,282,228
						Health Care Providers & Services - 1.4%
45,132						UnitedHealth Group Incorporated, (3)						3,231,903
						Hotels, Restaurants & Leisure - 3.1%
207,567						Compass Group PLC, (2)						2,845,847
60,436						YUM! Brands, Inc.						4,314,526
						Total Hotels, Restaurants & Leisure						7,160,373
						Household Durables - 3.0%
30,132						Tupperware Corporation, (3)						2,602,501
30,004						Whirlpool Corporation						4,393,786
						Total Household Durables						6,996,287
						Industrial Conglomerates - 1.1%
45,100						Jardine Matheson Holdings Limited, (2)						2,475,990
						Insurance - 2.9%
43,366						Ace Limited						4,057,323
33,560						Swiss Re AG, (2)						2,776,100
						Total Insurance						6,833,423
						IT Services - 1.4%
45,276						Accenture Limited						3,334,125
						Machinery - 2.2%
40,500						Caterpillar Inc.						3,376,485
23,471						Kubota Corporation, (2)						1,694,695
						Total Machinery						5,071,180
						Media - 4.7%
109,300						Pearson Public Limited Company						2,223,162
53,700						Time Warner Cable, Class A, (3)						5,992,919
26,271						WPP Group PLC						2,704,337
						Total Media						10,920,418
						Metals & Mining - 0.9%
32,667						BHP Billiton PLC, ADR, (3)						2,172,356
						Office Electronics - 0.6%
42,100						Canon Inc.						1,347,200
						Oil, Gas & Consumable Fuels - 8.4%
123,227						BG PLC., Sponsored ADR, (2)						2,348,707
50,550						Chevron Corporation, (3)						6,141,824
140,674						Kinder Morgan, Inc.						5,003,774
53,251						Phillips 66						3,078,973
50,181						Total S.A., Sponsored ADR						2,906,484
						Total Oil, Gas & Consumable Fuels						19,479,762
						Personal Products - 1.0%
69,999						L’Oreal, (2)						2,407,966
						Pharmaceuticals - 8.1%
115,136						AbbVie Inc.						5,150,033
32,667						Merck KGaA, (2)						1,700,255
40,300						Novartis AG, Sponsored ADR						3,091,413
18,619						Novo-Nordisk A/S						3,150,707
204,210						Pfizer Inc., (3)						5,862,868
						Total Pharmaceuticals						18,955,276
						Professional Services - 2.0%
143,700						Experian PLC, (2)						2,725,989
50,342						Nielsen Holdings BV						1,834,966
						Total Professional Services						4,560,955
						Road & Rail - 1.5%
22,665						Union Pacific Corporation						3,520,781
						Software - 3.1%
172,550						Microsoft Corporation, (3)						5,747,641
20,589						SAP AG, Sponsored ADR						1,521,939
						Total Software						7,269,580
						Specialty Retail - 1.7%
85,586						Lowe’s Companies, Inc.						4,074,749
						Textiles, Apparel & Luxury Goods - 1.8%
21,414						VF Corporation						4,262,457
						Tobacco - 2.2%
59,222						Philip Morris International, (3)						5,128,033
						Trading Companies & Distributors - 0.9%
84,600						Itochu Corporation, (2)						2,072,649
						Wireless Telecommunication Services - 1.8%
130,182						KDDI Corporation, (2), (3)						1,665,028
74,000						Vodafone Group PLC, Sponsored ADR						2,603,324
						Total Wireless Telecommunication Services						4,268,352
						Total Common Stocks (cost $193,028,392)						246,105,280

Shares						Description (1)	Coupon				Ratings (4)	Value
						$25 Par (or similar) Retail Structures - 24.7% (17.2% of Total Investments)
						Capital Markets - 2.5%
308						Affiliated Managers Group Inc.	6.375%				BBB	$	7,010
1,825						Allied Capital Corporation	6.875%				BBB	42,523
32,575						Apollo Investment Corporation	6.625%				BBB	707,203
40,500						Ares Capital Corporation	7.000%				BBB	1,047,735
35,000						Fifth Street Finance Corporation	6.125%				BBB-	792,400
8,300						Gladstone Investment Corporation	7.125%				N/R	217,460
14,300						Hercules Technology Growth Capital Incorporated	7.000%				N/R	367,796
20,225						Medley Capital Corporation	6.125%				N/R	471,243
15,200						MVC Capital Incorporated	7.250%				N/R	381,672
500						Saratoga Investment Corporation	7.500%				N/R	12,625
71,250						Solar Capital Limited	6.750%				BBB-	1,522,613
11,063						Triangle Capital Corporation	7.000%				N/R	282,549
						Total Capital Markets						5,852,829
						Commercial Banks - 4.0%
28,500						Associated Banc-Corp.	8.000%				BB+	772,350
50,000						BB&T Corporation	5.850%				BBB	1,073,500
48,015						First Niagara Finance Group	8.625%				BB+	1,385,713
31,850						First Republic Bank of San Francisco	6.200%				BBB	711,848
10,300						HSBC Holdings PLC	8.000%				BBB+	278,615
32,400						Morgan Stanley, (6)	7.125%				BB+	816,480
35,700						PNC Financial Services	6.125%				BBB	901,068
100,000						U.S. Bancorp.	6.500%				BBB+	2,599,000
30,676						Zions Bancorporation	7.900%				BB	844,204
						Total Commercial Banks						9,382,778
						Consumer Finance - 1.0%
24,500						Discover Financial Services	6.500%				BB	576,240
15,299						GMAC LLC	7.250%				BB-	385,382
55,100						HSBC Finance Corporation	6.360%				BBB+	1,307,523
6,611						HSBC USA Inc.	6.500%				BBB+	158,796
						Total Consumer Finance						2,427,941
						Diversified Consumer Services - 0.8%
87,495						Gabelli Equity Trust	5.000%				AAA	1,864,518
						Diversified Financial Services - 1.3%
4,615						Citigroup Inc.	8.125%				BB	131,066
37,000						Citigroup Inc.	7.125%				BB	934,250
30,900						Countrywide Capital Trust IV	6.750%				BB+	769,410
36,350						Main Street Capital Corporation	6.125%				N/R	850,590
14,650						PennantPark Investment Corporation	6.250%				BBB-	351,600
						Total Diversified Financial Services						3,036,916
						Diversified Telecommunication Services - 0.6%
70,850						Qwest Corporation	6.125%				BBB-	1,499,186
						Electric Utilities - 0.4%
6,625						NextEra Energy Inc.	5.000%				BBB	125,544
17,581						PPL Capital Funding, Inc.	5.900%				BB+	374,827
18,479						SCE Trust I	5.625%				Baa2	379,743
						Total Electric Utilities						880,114
						Household Durables - 0.4%
33,800						Pitney Bowes Inc.	6.700%				BBB	834,860
						Insurance - 4.7%
33,400						Allstate Corporation	5.100%				Baa1	774,880
62,400						American Financial Group	7.000%				BBB+	1,563,120
29,600						Argo Group US Inc.	6.500%				BBB-	653,272
14,298						Aspen Insurance Holdings Limited	7.401%				BBB-	367,316
50,000						Aspen Insurance Holdings Limited	7.250%				BBB-	1,253,000
27,300						Axis Capital Holdings Limited	6.875%				BBB	648,921
81,891						Endurance Specialty Holdings Limited	7.500%				BBB-	2,042,359
1,000						Maiden Holdings NA Limited	8.250%				BBB-	25,640
58,100						Principal Financial Group	6.518%				BBB	1,444,947
69,800						Prudential Financial Inc.	5.700%				BBB+	1,500,700
25,800						Reinsurance Group of America Inc.	6.200%				BBB	636,744
						Total Insurance						10,910,899
						Metals & Mining - 0.1%
7,578						Gamco Global Gold Natural Resources & Income Trust	5.000%				A1	152,469
						Multi-Utilities - 1.6%
25,000						Dominion Resources Inc.	8.375%				BBB	652,000
95,460						DTE Energy Company	6.500%				Baa2	2,348,316
32,500						Scana Corporation	7.700%				BBB-	857,675
						Total Multi-Utilities						3,857,991
						Oil, Gas & Consumable Fuels - 0.4%
20,000						Kayne Anderson MLP Trust	4.600%				AA	497,000
5,300						Magnum Hunter Resources Corporation	8.000%				N/R	243,005
4,200						Miller Energy Resources Inc., (6), (7)	10.500%				N/R	105,000
4,200						Tsakos Energy Navigation Limited, (6)	8.875%				N/R	103,740
						Total Oil, Gas & Consumable Fuels						948,745
						Real Estate Investment Trust - 6.3%
38,800						Apartment Investment & Management Company	7.000%				BB-	970,776
8,800						Arbor Realty Trust Incorporated	7.750%				N/R	205,920
62,500						Ashford Hospitality Trust Inc.	9.000%				N/R	1,623,125
18,000						Capstead Mortgage Corporation	7.500%				N/R	430,380
31,350						Developers Diversified Realty Corporation	6.500%				Ba1	690,327
72,500						Dupont Fabros Technology	7.875%				Ba2	1,827,000
25,000						Equity Residential Properties Trust (EQR), (5)	8.290%				Baa2	1,536,720
22,100						Inland Real Estate Corporation	8.125%				N/R	565,539
6,300						Kimco Realty Corporation	6.000%				Baa2	138,222
9,200						National Retail Properties Inc.	6.625%				Baa3	211,140
35,550						National Retail Properties Inc.	5.700%				Baa3	699,980
22,900						Northstar Realty Finance Corporation	8.875%				N/R	561,966
32,400						Northstar Realty Finance Corporation	8.250%				N/R	760,752
36,600						Penn Real Estate Investment Trust	7.375%				N/R	869,616
2,000						Prologis Inc., (5)	8.540%				BB+	121,813
10,500						Rait Financial Trust	7.750%				N/R	243,915
33,000						Regency Centers Corporation	6.625%				Baa3	772,200
50,000						Senior Housing Properties Trust	5.625%				BBB-	1,027,000
37,000						Taubman Centers Incorporated, Series K	6.250%				N/R	827,320
19,652						Vornado Realty LP	7.875%				BBB	515,275
						Total Real Estate Investment Trust						14,598,986
						U.S. Agency - 0.6%
8,700						Cobank Agricultural Credit Bank, 144A, (5)	6.250%				A-	826,772
4,750						Farm Credit Bank of Texas, 144A, (5)	6.750%				Baa1	475,891
						Total U.S. Agency						1,302,663
						Total $25 Par (or similar) Retail Structures (cost $58,997,812)						57,550,895

Principal
Amount (000)						Description (1)	Coupon		Maturity		Ratings (4)	Value
						Corporate Bonds - 1.1% (0.8% of Total Investments)
						Commercial Services & Supplies - 0.2%
$		439				R.R. Donnelley & Son Company	8.250%		3/15/19		BB	$ 487,290
20						R.R. Donnelley & Son Company	7.875%		3/15/21		BB	21,450
459						Total Commercial Services & Supplies						508,740
						Diversified Financial Services - 0.2%
500						Icahn Enterprises Finance, 144A	6.000%		8/01/20		BBB-	500,000
						Diversified Telecommunication Services - 0.4%
1,000						Frontier Communications Corporation	7.125%		1/15/23		BB+	997,500
						Oil, Gas & Consumable Fuels - 0.3%
425						DCP Midstream LLC, 144A	5.850%		5/21/43		Baa3	388,875
175						Vanguard Natural Resources Finance	7.875%		4/01/20		B	177,188
600						Total Oil, Gas & Consumable Fuels						566,063
$			2,559			Total Corporate Bonds (cost $2,551,243)						2,572,303

Principal
Amount (000)/
Shares						Description (1)	Coupon		Maturity		Ratings (4)	Value
						$1,000 Par (or similar) Institutional Structures - 5.6% (3.9% of Total Investments)
						Commercial Banks - 1.1%
1,000						PNC Financial Services Inc., (8)	6.750%		N/A	(9)	BBB	$ 1,030,000
1,276						Wells Fargo & Company	7.500%		N/A	(9)	BBB+	1,451,463
50						Zions Bancorporation, (8)	7.200%		N/A	(9)	BB	49,750
						Total Commercial Banks						2,531,213
						Diversified Financial Services - 2.2%
540						Bank of America Corporation	7.250%		N/A	(9)	BB+	583,200
1,000						General Electric Capital Corporation, (8)	7.125%		N/A	(9)	AA-	1,087,500
1,100						General Electric Capital Corporation, (3), (8)	6.250%		N/A	(9)	AA-	1,111,000
1,400						JPMorgan Chase & Company, (8)	5.150%		N/A	(9)	BBB	1,225,000
1,000						JPMorgan Chase & Company, (8)	7.900%		N/A	(9)	BBB	1,085,000
						Total Diversified Financial Services						5,091,700
						Insurance - 2.3%
1,482						Liberty Mutual Group, 144A, (8)	7.800%		3/15/37		Baa3	1,600,560
1,000						MetLife Inc., (8)	10.750%		8/01/39		BBB	1,470,000
106						Prudential PLC, (8)	7.750%		N/A	(9)	A-	113,287
1,508						Swiss Re Capital I, 144A, (8)	6.854%		N/A	(9)	A	1,576,153
594						Symetra Financial Corporation, 144A, (8)	8.300%		10/15/37		BBB-	605,880
100						XL Capital Ltd, (8)	6.500%		N/A	(9)	BBB-	95,750
						Total Insurance						5,461,630
						Total $1,000 Par (or similar) Institutional Structures (cost $11,723,049)						13,084,543
						Total Long-Term Investments (cost $266,300,496)						319,313,021

Principal
Amount (000)						Description (1)	Coupon		Maturity			Value
						Short-Term Investments - 6.7% (4.6% of Total Investments)
$	15,627					Repurchase Agreement with State Street Bank, dated 9/30/13, repurchase price $15,626,595, collateralized by: $1,790,000 U.S. Treasury Notes, 0.875%, due 2/28/17, value $1,793,535 and $14,115,000 U.S. Treasury Notes, 0.625%, due 7/15/16, value $14,150,005	0.000%		10/01/13			$ 15,626,595
						Total Short-Term Investments (cost $15,626,595)						15,626,595
						Total Investments (cost $281,927,091) - 143.7%						334,939,616
						Borrowings - (43.3)% (10), (11)						(101,000,000		)
						Other Assets Less Liabilities - (0.4)% (12)						(937,639		)
						Net Assets Applicable to Common Shares - 100%						$ 233,001,977

Investments in Derivatives as of September 30, 2013

Call Options Written outstanding:

Number of							Notional		Expiration		Strike
Contracts					Type		Amount (13)		Date		Price	Value (12)
(100				)	NASDAQ 100 INDEX		$ (33,000,000	)	10/19/13		$ 3,300	$ (108,000		)
(100				)	RUSSELL 2000® INDEX		(10,500,000	)	10/19/13		1,050	(339,000		)
(100				)	RUSSELL 2000® INDEX		(10,700,000	)	10/19/13		1,070	(200,500		)
(100				)	RUSSELL 2000® INDEX		(10,800,000	)	10/19/13		1,080	(140,500		)
(125				)	RUSSELL 2000® INDEX		(13,625,000	)	10/19/13		1,090	(116,875		)
(100				)	S&P 500® Index		(17,100,000	)	10/19/13		1,710	(83,000		)
(125				)	S&P 500® Index		(21,625,000	)	10/19/13		1,730	(40,938		)
(750				)	Total Call Options Written (premiums received $997,477)		$ (117,350,000	)				$ (1,028,813		)

Swaps outstanding:

Fund

Fixed Rate

Unrealized

Notional

Pay/Receive

Fixed Rate

Payment

Effective

Termination

Appreciation

Counterparty

Amount

Floating Rate

Floating Rate Index

(Annualized)

Frequency

Date (14)

Date

(Depreciation) (12)

JPMorgan

$ 16,750,000

Receive

1-Month USD-LIBOR

1.412

Monthly

3/29/11

3/29/14

$ (102,659

)

JPMorgan

27,625,000

Receive

1-Month USD-LIBOR

1.255

Monthly

12/01/14

12/01/18

684,919

JPMorgan

27,625,000

Receive

1-Month USD-LIBOR

1.673

Monthly

12/01/14

12/01/20

1,309,764

Morgan Stanley

16,750,000

Receive

1-Month USD-LIBOR

2.323

Monthly

3/29/11

3/29/16

(761,816

)

$ 88,750,000

$ 1,130,208

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).

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 Stock

$ 202,937,409

$ 43,167,871

$ –

$ 246,105,280

$25 Par (or similar) Retail Structures

54,484,699

2,961,196

105,000

57,550,895

Corporate Bonds

–

2,572,303

–

2,572,303

$1,000 Par (or similar) Institutional Structures

2,034,663

11,049,880

–

13,084,543

Short-Term Investments:

Repurchase Agreements

–

15,626,595

–

15,626,595

Derivatives:

Call Options Written

(1,028,813

)

–

(1,028,813

)

Interest Rate Swaps*

–

1,130,208

–

1,130,208

Total

$ 258,427,958

$ 76,508,053

$ 105,000

$ 335,041,011

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

Income Tax Information

The following information is presented on an income tax basis. Differences between amounts for financial statement and federal income tax purposes are primarily due to the recognition of unrealized gain or loss for tax (mark-to-market) on option contracts, timing differences in the recognition of income and timing differences in recognizing certain gains and losses on investment transactions. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts on the Statement of Assets and Liabilities presented in the annual report, based on their federal tax basis treatment; temporary differences do not require reclassification. Temporary and permanent differences do not impact the net asset value of the Fund.

As of September 30, 2013, the cost of investments (excluding investments in derivatives) was $284,448,054.

Gross unrealized appreciation and gross unrealized depreciation of investments (excluding investments in derivatives) as of September 30, 2013, were as follows:

Gross unrealized:

Appreciation

$ 58,723,093

Depreciation

(8,231,531

)

Net unrealized appreciation (depreciation) of investments

$ 50,491,562

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 unless otherwise noted.

(2)

For fair value measurement disclosure purposes, Common Stock categorized as Level 2.

(3)

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

(4)

Ratings: 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.

(5)

For fair value measurement disclosure purposes, $25 Par (or similar) Retail Structures categorized as Level 2.

(6)

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

(7)

Investment valued at fair value using methods determined in good faith by, or at the discretion of, the Board of Trustees. For fair value measurement disclosure purposes, investment classified as Level 3.

(8)

For fair value measurement disclosure purposes, $1,000 Par (or similar) Institutional Structures classified as Level 2.

(9)

Perpetual security maturity date is not applicable.

(10)

Borrowings as a percentage of Total Investments is 30.2%.

(11)

The Fund may pledge up to 100% of its eligible investments in the Portfolio of Investments as collateral for Borrowings. As of the end of the reporting period, investments with a value of $209,558,930 have been pledged as collateral for Borrowings.

(12)

Other Assets Less Liabilities includes the Value or 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/A

Not applicable.

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.

USD-LIBOR

United States Dollar - London Inter-Bank Offered Rate.

Item 2. 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 Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (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 registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

File as exhibits as part of this Form 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)), exactly as set forth below: EX-99 CERT Attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Nuveen Tax-Advantaged Dividend Growth Fund

By (Signature and Title)	/s/ Kevin J. McCarthy
	Kevin J. McCarthy
	Vice President and Secretary

Date: November 27, 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: November 27, 2013

By (Signature and Title)	/s/ Stephen D. Foy
	Stephen D. Foy
	Vice President and Controller (principal financial officer)

Date: November 27, 2013