As filed with the Securities and Exchange Commission on January 29, 2004
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1933 Act File No. 333-110818
1940 Act File No. 811-21471
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[ ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
[X] Post-Effective Amendment No. 1
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 4
Nuveen Tax-Advantaged Total Return Strategy Fund
Exact Name of Registrant as Specified in Declaration of Trust
333 West Wacker Drive, Chicago, Illinois 60606
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 257-8787
Registrant's Telephone Number, including Area Code
Jessica R. Droeger
Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Stacy H. Winick Eric F. Fess Sarah E. Cogan, Esq.
Bell, Boyd & Lloyd PLLC Chapman and Cutler LLP Simpson Thacher & Bartlett LLP
1615 L Street, N.W., Suite 1200 111 W. Monroe 425 Lexington Avenue
Washington, DC 20036 Chicago, IL 60603 New York, NY 10017
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
--------------------
If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate
box)
[ ] when declared effective pursuant to section 8(c)
[X] This form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933 and the Securities Act registration
statement number of the earlier effective registration statement for
the same offering is 333-110818.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
==============================================================================================================================
Proposed Maximum
Title of Securities Being Amount Proposed Maximum Aggregate Offering Amount of
Registered Being Registered Offering Price Per Unit Price (1) Registration Fee (2)
- ------------------------------------------------------------------------------------------------------------------------------
Common Shares, $0.01 par value 17,000,000 Shares $20.00 $340,000,000 $27,506
==============================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
(2) All fees have previously been paid.
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Explanatory Note
This Post-Effective Amendment No. 1 to the Registration Statement on Form
N-2 (File No. 333-110818) of Nuveen Tax-Advantaged Total Return Strategy Fund is
being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended
for the sole purpose of adding a new exhibit e, Terms and Conditions of the
Dividend Reinvestment Plan, and accordingly, shall become effective immediately
upon filing with the Securities and Exchange Commission.
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Financial Statements indicating that the Registrant has met the net worth
requirements of Section 14(a) of the 1940 Act were filed in Pre-effective
Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-110818)
and are incorporated herein by reference.
2. Exhibits:
a. Amended and Restated Declaration of Trust dated November 19, 2003. Filed on
November 26, 2003 as Exhibit a to Registrant's registration statement on
Form N-2 (File No. 333-110818) and incorporated herein by reference.
b. By-laws of Registrant. Filed on November 26, 2003 as Exhibit b to
Registrant's registration statement on Form N-2 (File No. 333-110818) and
incorporated herein by reference.
c. None.
d. Not Applicable.
e. Terms and Conditions of the Dividend Reinvestment Plan.
f. None.
g.1 Investment Management Agreement between Registrant and Nuveen Institutional
Advisory Corp. dated November 20, 2003. Filed on December 22, 2003 as
Exhibit g.1 to Pre-effective Amendment No. 2 to Registrant's registration
statement on Form N-2 (File No. 333-110818) and incorporated herein by
reference.
g.2 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and NWQ Investment Management Company LLC dated November 20, 2003.
Filed on January 26, 2004 as Exhibit g.2 to Registrant's Registration
Statement on Form N-2 (File No. 333-110818) and incorporated herein by
reference.
g.3 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Symphony Asset Management, LLC dated November 20, 2003. Filed on
January 26, 2004 as Exhibit g.2 to Registrant's Registration Statement on
Form N-2 (File No. 333-110818) and incorporated herein by reference.
h.1 Form of Underwriting Agreement.
h.2 Form of Salomon Smith Barney Inc. Master Selected Dealer Agreement.
h.3 Form of Nuveen Master Selected Dealer Agreement.
h.4 Form of Salomon Smith Barney Inc. Master Agreement Among Underwriters.
h.5 Form of Dealer Letter Agreement.
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees. Filed on January 26, 2004 as Exhibit i
to Pre-effective Amendment No. 3 to Registrant's Registration Statement on
Form N-2 (333-110818) and incorporated herein by reference.
j. Master Custodian Agreement between Registrant and State Street Bank and
Trust Company dated August 19, 2002. Filed on January 26, 2004 as Exhibit j
to Pre-effective Amendment No. 3 to Registrant's Registration Statement on
Form N-2 (333-110818) and incorporated herein by reference.
k.1 Shareholder Transfer Agency and Service Agreement between Registrant and
State Street Bank and Trust Company dated October 7, 2002. Filed on January
26, 2004 as Exhibit k.1 to Pre-effective Amendment No. 3 to Registrant's
Registration Statement on Form N-2 (333-110818) and incorporated herein by
reference.
k.2 Expense Reimbursement Agreement between Registrant and Nuveen Institutional
Advisory Corp. dated November 20, 2003. Filed on December 22, 2003 as
Exhibit k.2 to Pre-effective Amendment No. 2 to Registrant's registration
statement on Form N-2 (File No. 333-110818) and incorporated herein by
reference.
C-1
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC. Filed on December 22, 2003
as Exhibit 1.1 to Pre-effective Amendment No.2 to Registrant's registration
statement on Form N-2 (File No. 333-110818) and incorporated herein by
reference.
l.2 Opinion and consent of Bingham McCutchen LLP. Filed on December 22, 2003
as Exhibit 1.2 to Pre-effective Amendment No.2 to Registrant's registration
statement on Form N-2 (File No. 333-110818) and incorporated herein by
reference.
l.3 Consent of Bell, Boyd & Lloyd LLC.
l.4 Consent of Bingham McCutchen LLP.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Institutional Advisory Corp. dated January
6, 2004. Filed on January 26, 2004 as Exhibit p to Pre-effective Amendment
No. 3 to Registrant's Registration Statement on Form N-2 (333-110818) and
incorporated herein by reference.
q. None.
r.1 Code of Ethics of Nuveen Institutional Advisory Corp. Filed on December 22,
2003 as Exhibit r.1 to Pre-effective Amendment No.2 to Registrant's
registration statement on Form N-2 (File No. 333-110818) and incorporated
herein by reference.
r.2 Code of Ethics of NWQ Investment Management Company LLC. Filed on January
26, 2004 as Exhibit r.2 to Pre-effective Amendment No. 3 to Registrant's
Registration Statement on Form N-2 (333-110818) and incorporated herein by
reference.
r.3 Code of Ethics of Symphony Asset Management, LLC. Filed on December 22,
2003 as Exhibit r.3 to Pre-effective Amendment No.2 to Registrant's
registration statement on Form N-2 (File No. 333-110818) and incorporated
herein by reference.
s. Powers of Attorney.
- -------------------
Item 25: Marketing Arrangements
Sections 3, 5 and 6(n) of the Form of Underwriting Agreement filed as Exhibit
h.1 to this Registration Statement.
See the Introductory Paragraph and Sections 2 and 3(d) of the Form of Salomon
Smith Barney Inc. Master Selected Dealer Agreement filed as Exhibit h.2 to this
Registration Statement and the Introductory Paragraph and Sections 2 and 3 of
the Form of Nuveen Master Selected Dealer Agreement filed as Exhibit h.3 to this
Registration Statement.
See the Introductory Paragraph and Sections 1.2, 3.1, 3.2, 3.4-3.8, 4.1, 4.2,
5.1-5.4, 6.1, 10.9 and 10.10 of the Form of Salomon Smith Barney Inc. Master
Agreement Among Underwriters filed as Exhibit h.4 to this Registration
Statement.
See Paragraph e of the Form of Dealer Letter Agreement between Nuveen and the
Underwriters filed as Exhibit h.5 to this Registration Statement.
Item 26: Other Expenses of Issuance and Distribution
Securities and Exchange Commission fees 27,506
National Association of Securities Dealers, Inc. fees 30,500
Printing and engraving expenses 735,000
Legal Fees 250,000
Exchange listing fees 30,000
Blue Sky filing fees and expenses 5,000
Underwriters reimbursement 52,500
Miscellaneous expenses 14,494
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Total $1,145,000*
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C-2
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* Nuveen Institutional Advisory Corp., NWQ Investment Management Company LLC and
Symphony Asset Management, LLC have contractually agreed to reimburse the Fund
for fees and expenses in the amount of .32% of average daily Managed Assets of
the Fund for the first five full years of the Fund's operations, .24% of average
daily Managed Assets in year six, .16% in year seven and .08% in year eight.
Without the reimbursement, "Total Annual Expenses" would be estimated to be
1.05% of average daily net assets attributable to Common Shares. Nuveen has
agreed to pay (i) all organizational expenses and (ii) offering costs (other
than sales load) that exceed $0.04 per Common Share (0.20% of offering price).
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At January 26, 2004
Number of
Title of Class Record Holders
-------------- --------------
Common Shares, $0.01 par value 1
Item 29: Indemnification
Section 4 of Article XII of the Registrant's Declaration of Trust provides
as follows:
Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final
adjudication by the court or other body before which the proceeding was
brought that he engaged in willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Trust; or
C-3
(c) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a
payment by a Covered Person, unless there has been either a determination
that such Covered Person did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office by the court or other body approving the settlement
or other disposition or a reasonable determination, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that he
did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested Trustees
then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate
security or the Trust shall be insured against losses arising out of any
such advances; or
(b) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or independent legal counsel in a written opinion shall
determine, based upon a review of the readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
C-4
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
The trustees and officers of the Registrant are covered by Investment Trust
Directors and Officers and Errors and Omission policies in the aggregate amount
of $50,000,000 against liability and expenses of claims of wrongful acts arising
out of their position with the Registrant and other Nuveen funds, except for
matters which involve willful acts, bad faith, gross negligence and willful
disregard of duty (i.e., where the insured did not act in good faith for a
purpose he or she reasonably believed to be in the best interest of the
Registrant or where he or she had reasonable cause to believe this conduct was
unlawful). The policy has a $500,000 deductible, which does not apply to
individual trustees or officers.
Section 9 of the Form of Underwriting Agreement filed as Exhibit h.1 to
this Registration Statement provides for each of the parties thereto, including
the Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
Item 30: Business and Other Connections of Investment Adviser
Nuveen Institutional Advisory Corp. ("NIAC") serves as investment adviser
to the following open-end and closed-end management type investment companies:
Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust
III, Nuveen Senior Income Fund, Nuveen Select Tax-Free Income Portfolio, Nuveen
Select Tax-Free Income Portfolio 2, Nuveen California Select Tax-Free Income,
Nuveen New York Select Tax-Free Income Portfolio, Nuveen Real Estate Income
Fund, Nuveen Select Tax-Free Income Portfolio 3, Nuveen Quality Preferred Income
Fund, Nuveen Quality Preferred Income Fund 2, Nuveen Quality Preferred Income
Fund 3, Nuveen Preferred and Convertible Income Fund, Nuveen Preferred and
Convertible Income Fund 2 and Nuveen Diversified Dividend and Income Fund.
C-5
NIAC has no other clients or business at the present time. For a
description of other business, profession, vocation or employment of a
substantial nature in which any director or officer of the investment adviser
who serve as officers or Trustees of the Registrant has engaged during the last
two years for his or her account or in the capacity of director, officer,
employee, partner or trustee, see the descriptions under "Management of the
Fund" in Part B of this Registration Statement. Such information for the
remaining senior officers of NIAC appears below:
Other Business Profession, Vocation or
Name and Position with NIAC Employment During Past Two Years
- --------------------------- --------------------------------------
John P. Amboian, President and Director....... President and Director of Nuveen Investments, Inc.,
Nuveen Investments, LLC, Nuveen Advisory Corp., Nuveen Asset
Management, Inc., Rittenhouse Asset Management, Inc., Nuveen
Investments Advisors Inc., and Nuveen Investments Holdings, Inc.
Alan G. Berkshire, Senior Vice President and
Secretary..................................... Senior Vice President, Secretary and General Counsel of Nuveen
Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management,
Inc., Rittenhouse Asset Management, Inc. and Nuveen Investments
Holdings, Inc.; Senior Vice President and Secretary of Nuveen
Advisory Corp. and Nuveen Investments Advisors Inc.; Assistant
Secretary of NWQ Investment Management Company, LLC and Secretary
of Symphony Asset Management, LLC.
Margaret E. Wilson, Senior Vice President,
Finance....................................... Senior Vice President, Finance of Nuveen Investments, Inc.,
Nuveen Investments, LLC, Nuveen Asset Management, Inc., Nuveen
Advisory Corp., Rittenhouse Asset Management, Inc., Nuveen
Investments Advisors Inc. and Nuveen Investments Holdings, Inc.
NWQ Investment Management Company LLC ("NWQ") serves as a subadviser to the
Nuveen NWQ Multi-Cap Value Fund and the Nuveen NWQ International Value Fund and
serves as investment adviser to separately managed accounts. See "Investment
Advisers" in Part B of the Registration Statement.
Set forth below is a list of each director and officer of NWQ, indicating
each business profession, vocation or employment of a substantial nature in
which such person has been, at any time during the past two fiscal years,
engaged for his or her own account or in the capacity of director, officer,
partner or trustee.
Other Business Profession, Vocation
Positions and Offices or Employment During Past Two
Name with NWQ, LLC Fiscal Years
- --------------------------------------------------------------------------------------------------------------
Michael C. Mendez Chief Executive Officer President and Director (1999 - 2002),
Managing Director (1992 - 1999) of
NWQ Investment Management Company, Inc.
- ---------------------------------------------------------------------------------------------------------------------------
Jon D. Bosse CFA, Chief Investment Officer Managing Director, Portfolio
and Managing Director Manager (1996 - 2002), Director of
Research (1996 - 2001) of NWQ Investment
Management Company, Inc.
- ---------------------------------------------------------------------------------------------------------------------------
Edward C. Friedel Jr. CFA, Managing Director Managing Director (1992 - 2002) of
NWQ Investment Management Company, Inc.
- ---------------------------------------------------------------------------------------------------------------------------
Mary-Gene Slaven Managing Director, Managing Director, Secretary/Treasurer, NWQ
Secretary/Treasurer Investment Management Company, Inc. (1992 - 2002)
- ---------------------------------------------------------------------------------------------------------------------------
David B. Iben Managing Director, Portfolio Managing Director, Portfolio Manager, NWQ
Manager Investment Management Company, Inc. (11/2000 -
2002); Chief Executive Officer, Lead Portfolio
Manager, Palladian Capital Management, Inc. (10/98
- 10/2000)
- ---------------------------------------------------------------------------------------------------------------------------
Phyllis G. Thomas Managing Director, Portfolio Managing Director, Portfolio Manager, NWQ
Manager Investment Management Company, Inc. (1993 - 2002);
Vice President, Portfolio Manager (1992)
- ---------------------------------------------------------------------------------------------------------------------------
Carl M. Katerndahl Managing Director, Private Managing Director, Private Client Group, NWQ
Client Services Investment Management Company, Inc. (4/2001
- 2002); Senior Managing Director, Webster
Investment Management (4/1998 - 4/2001)
- ---------------------------------------------------------------------------------------------------------------------------
James H. Galbreath Managing Director, Client Managing Director, Client Services, NWQ Investment
Services Management Company, Inc. (1992 - 2002)
- ---------------------------------------------------------------------------------------------------------------------------
Ronald R. Sternal Managing Director, Institutional & Managing Director, Institutional & Taft-Hartley
Taft-Hartley Services Services, NWQ Investment Management Company, Inc.
(10/2000 - 2002); Sr. Vice President, Taft-Hartley
Services, NWQ Investment Management Company, Inc.
(11/1999 - 9/2000)
- ---------------------------------------------------------------------------------------------------------------------------
Symphony Asset Management, LLC currently serves as an investment adviser or
subadviser to three other funds. The address for Symphony Asset Management, LLC
is 555 California Street, Suite 2975, San Francisco, CA 94104. See "Investment
Advisers" in Part B of the Registration Statement.
Set forth below is a list of each director and officer of Symphony, indicating
each business, profession, vocation or employment of a substantial nature in
which such person has been, at any time during the past two fiscal years,
engaged for his or her own account or in the capacity of director, officer,
partner or trustee.
Other Business, Profession, Vocation or Employment
Name and Position with Symphony During Past Two Years*
- ------------------------------- ---------------------------------------------------
Jeffrey L. Skelton Manager/Member, NetNet Ventures, LLC
Director, President, Chief Executive
Officer
Neil L. Rudolph Manager/Member, NetNet Ventures, LLC
Chief Operating Officer; Chief
Financial Officer; Chief Compliance
Officer
Michael J. Henman Manager/Member, NetNet Ventures, LLC
Secretary; Director of Business
Development
Praveen K. Gottipalli Portfolio Manager and Manager/Member, NetNet Ventures,
Director of Investments LLC
Gunther M. Stein Portfolio Manager, Symphony Asset Management LLC;
Director of Fixed Income Strategies Portfolio Manager, Nuveen Senior Loan Asset Management
LLC; Portfolio Manager, Nuveen Institutional Advisory
Corp.
*Note: Officers' employment by Symphony Asset Management, Inc. terminated in
July 2001 (in conjunction with purchase of Symphony by Nuveen).
Item 31: Location of Accounts and Records
Nuveen Institutional Advisory Corp., 333 West Wacker Drive, Chicago,
Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees
and shareholders meetings and contracts of the Registrant and all advisory
material of the investment adviser.
NWQ Investment Management Company LLC, 2049 Century Park East, 4th Floor,
Los Angeles, California 90067, maintains certain of its advisory material.
Symphony Asset Management, LLC, 555 California Street, San Francisco, CA
94104, maintenance certain of its advisory material.
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, maintains all general and subsidiary ledgers, journals,
trial balances, records of all portfolio purchases and sales, and all other
required records not maintained by Nuveen Institutional Advisory Corp.
Item 32: Management Services
Not applicable.
C-6
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if: (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement; or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant under Rule 497(h) under the
Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any Statement of Additional Information.
C-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 29th day of
January, 2004.
NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND
/s/ Jessica R. Droeger
________________________________________
Jessica R. Droeger, Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen D. Foy Vice President and Controller January 29, 2004
- ---------------------- (Principal Financial and
Stephen D. Foy Accounting Officer)
/s/ Gifford R. Zimmerman Chief Administrative Officer January 29, 2004
- ------------------------ (Principal Executive Officer)
Gifford R. Zimmerman
Timothy R. Schwertfeger* Chairman of the Board and By: /s/ Jessica R. Droeger
Trustee ------------------------
Jessica R. Droeger
Attorney-In-Fact
January 29, 2004
William E. Bennett* Trustee
Robert P. Bremner* Trustee
Lawrence H. Brown* Trustee
Jack B. Evans* Trustee
Anne E. Impellizzeri* Trustee
William L. Kissick* Trustee
Thomas E. Leafstrand* Trustee
Peter R. Sawers* Trustee
William J. Schneider* Trustee
Judith M. Stockdale* Trustee
Shelia W. Wellington* Trustee
*Original powers of attorney authorizing Jessica R. Droeger and Gifford R.
Zimmerman, among others, to execute this Registration Statement, and Amendments
thereto, for each of the trustees of the Registrant on whose behalf this
Registration Statement is filed, have been executed and filed as exhibits.
INDEX TO EXHIBITS
a. Amended and Restated Declaration of Trust dated November 19, 2003.*
b. By-laws of Registrant.*
c. None.
d. Not Applicable.
e. Terms and Conditions of the Dividend Reinvestment Plan.
f. None.
g.1 Investment Management Agreement between Registrant and Nuveen Institutional
Advisory Corp. dated November 20, 2003.*
g.2 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and NWQ Investment Management Company LLC dated November 20, 2003.*
g.3 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Symphony Asset Management, LLC dated November 20, 2003.*
h.1 Form of Underwriting Agreement.
h.2 Form of Salomon Smith Barney Inc. Master Selected Dealer Agreement.
h.3 Form of Nuveen Master Selected Dealer Agreement.
h.4 Form of Salomon Smith Barney Inc. Master Agreement Among Underwriters.
h.5 Form of Dealer Letter Agreement.
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees.*
j. Master Custodian Agreement between Registrant and State Street Bank and
Trust Company dated August 19, 2002.*
k.1 Shareholder Transfer Agency and Service Agreement between Registrant and
State Street Bank and Trust Company dated October 7, 2002.*
k.2 Expense Reimbursement Agreement between Registrant and Nuveen Institutional
Advisory Corp. dated November 20, 2003.*
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2 Opinion and consent of Bingham McCutchen LLP.*
l.3 Consent of Bell, Boyd & Lloyd LLC.
l.4 Consent of Bingham McCutchen LLP.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Institutional Advisory Corp. dated
January 6, 2004.*
q. None.
r.1 Code of Ethics of Nuveen Institutional Advisory Corp.*
r.2 Code of Ethics of NWQ Investment Management Company LLC.*
r.3 Code of Ethics of Symphony Asset Management, LLC.*
s. Powers of Attorney.
- ------------------
* Previously filed.