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

811-21333

 

Nuveen Credit Strategies 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 STOCKHOLDERS.

 



Closed-End Funds

Nuveen Investments

Closed-End Funds

Seeks High Current Income from a Portfolio of Primarily Senior and Second Lien Loans.

Annual Report

December 31, 2012

Nuveen Credit Strategies
Income Fund

JQC



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Table of Contents

Chairman's Letter to Shareholders

   

4

   

Portfolio Manager's Comments

   

5

   

Fund Leverage and Other Information

   

8

   

Common Share Distribution and Price Information

   

10

   

Performance Overview

   

12

   

Report of Independent Registered Public Accounting Firm

   

13

   

Portfolio of Investments

   

14

   

Statement of Assets & Liabilities

   

29

   

Statement of Operations

   

30

   

Statement of Changes in Net Assets

   

31

   

Statement of Cash Flows

   

32

   

Financial Highlights

   

34

   

Notes to Financial Statements

   

36

   

Board Members & Officers

   

48

   

Glossary of Terms Used in this Report

   

53

   

Additional Fund Information

   

55

   



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

Nuveen Investments
4



Portfolio Manager's 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 manager 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 Credit Strategies Income Fund (JQC)

(formerly Nuveen Multi-Strategy Income and Growth Fund 2)

Portfolio Repositioning

On January 23, 2012, the Fund began the repositioning of its portfolio as previously approved by common shareholders during November 2011. The goal of the portfolio repositioning was to increase the attractiveness of the Fund's common shares and narrow the Fund's trading discount by:

•  Simplifying the Fund to focus on one of its current core portfolio strategies;

•  Positioning the Fund in a closed-end fund category that is well understood and has historically seen more consistent secondary market demand; and

•  Differentiating the Fund from similar funds, including other Nuveen closed-end funds in the same fund category.

In connection with the portfolio repositioning, Symphony Asset Management, LLC, an existing sub-adviser and affiliate of Nuveen Investments, assumed sole responsibility for managing the Fund's investment portfolio.

Upon completion of the portfolio repositioning on April 2, 2012, the Fund changed its name to Nuveen Credit Strategies Income Fund. The Fund's ticker symbol remained unchanged. The Fund also discontinued its managed distribution policy (in which distributions may be sourced not just from income but also from realized capital gains and, if necessary, from capital), and shifted from quarterly to monthly distributions. The Fund's investment objective of high current income with a secondary objective of total return remained unchanged.

The Symphony team is led by Gunther Stein, the firm's Chief Investment Officer. Here Gunther talks about general market conditions, the 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%.

Nuveen Investments
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 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 reporting period ending December 31, 2012 was a strong year for risk assets, with the Credit Suisse First Boston (CSFB) Leveraged Loan Index returning 9.43% and the Credit Suisse High Yield Index returning 14.71%. Senior loans continued to see consistent demand from both retail mutual funds and institutional accounts, specifically collateralized loan obligations. Despite a looming "fiscal cliff" situation, investors continued to shrug off fears as they looked for yield among the senior parts of the capital structure. Fundamentals remained strong as well, with defaults modest and focused among issuers with particularly high leverage as well as companies with secular and/or cyclical headwinds. New issue, while robust throughout the year, slowed down incrementally into year-end making the reinvestment of coupon in secondary market issues a positive technical across the broader market sending prices higher.

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

The Fund invests at least 70% of its assets in senior secured and second lien loans, and up to 30% of its assets opportunistically over the credit cycle in other types of securities across company's capital structures. These other securities are primarily income oriented securities such as high yield debt, convertible securities and other forms of corporate debt.

Nuveen Investments
6



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 shareholders may have to pay on Fund distributions or upon the sale of Fund shares.

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

*  Since inception returns are from 6/25/03.

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

Throughout much of the period the Fund was positioned in a combination of senior loans and high yield corporate bonds that we believe offered attractive yield and return potential on a risk-adjusted basis. Exposure consisted of mainly U.S. issuers, and was focused on companies that, in general, had high levels of tangible assets, significant market share within their respective industries and positive free cash flow. Selectively, the Fund had exposure to companies with above average leverage where we felt that fundamentals supported the valuation or where a positive catalyst existed.

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

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

Average Annual Total Return on Common Share Net Asset Value

For periods ended 12/31/12

 

1-Year

 

5-Year

  Since
Inception*
 

JQC

   

16.80

%

   

4.17

%

   

4.50

%

 

CSFB Leveraged Loan Index**

   

9.43

%

   

4.81

%

   

5.16

%

 

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

Overall the Fund benefited from the strong performance of risk assets during the reporting period. As mentioned previously, the Fund was positioned in a combination of senior loans and high yield corporate bonds. Characterized as risk assets, the Fund's senior loan and high yield bond holdings contributed to the Fund's outperformance versus its benchmark.

Specifically, the Fund benefited from several positions, which offered higher total return potential as a result of a higher coupon as well as total return opportunity. First Data Corporation and Clear Channel Communications Inc. added to the Fund's performance during the reporting period. Both traded well due to significant demand from institutional buyers amid a relatively safe credit backdrop.

Hurting performance was exposure to Cengage Learning Acquisition Inc., whose term loan fell following an earnings miss and downgrade of the education solution providers credit rating. Also detracting from performance was exposure to Frac Tech International LLC, term loan, as weakness in the natural gas market continued to put pressure on revenues.

The Fund also benefited from its opportunistic exposure to positions in high yield corporate bonds and equity securities, which outperformed the core portfolio of senior loans for much of the year in what can best be characterized as a broader "risk-on" trade.

During the period, we continue to write (sell) call options on individual stocks held in the Fund's portfolio while foregoing some upside potential. We also held a put option on a single stock in an attempt to benefit in the event its price declined. This put option expired prior to the close of the reporting period. These contracts had a slight negative impact on performance.

Nuveen Investments
7



Fund Leverage
and Other Information

IMPACT OF THE FUND'S LEVERAGE STRATEGIES ON PERFORMANCE

One important factor impacting the return of the Fund relative to its benchmark 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 did not enter into any new interest rate swap contracts in order to hedge leverage costs; however, existing swap contracts that were previously entered into in order to fix (or lock-in) a portion of the Fund's leverage costs partially detracted from the overall contribution of leverage. Short-term floating interest rates remained below fixed swap rates for the period increasing the realized leverage costs, while longer-term interest rates overall contributed to a slight increase in the unrealized mark-to-market losses.

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 Fund, 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. 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

Nuveen Investments
8



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.

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.

Preferred Stock Risk. Preferred stocks are subordinated to bonds and other debt instruments in a company's capital structure, and therefore are subject to greater credit risk.

Call Risk or Prepayment Risk. Issuers may exercise their option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding securities.

Interest Rate Risk. Fixed-income securities such as bonds, preferred, convertible and other debt securities will decline in value if market interest rates rise.

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.

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.

Convertible Securities Risk. Convertible securities generally offer lower interest or dividend yields than non-convertible fixed-income securities of similar credit quality.

Currency Risk. Changes in exchange rates will affect the value of the Fund's investments.

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

Senior Loan Risk. Senior loans, both secured and unsecured, may not be rated by a national rating agency at the time of investment, generally will not be registered with the Securities and Exchange Commission (SEC) and generally will not be listed on a securities exchange. In addition, the amount of public information available with respect to senior loans generally is less extensive than that available for more widely rated, registered and exchange-listed securities.

Derivatives Strategy Risk. Derivative securities, such as calls, puts, warrants, swaps and forwards, carry risks different from, and possibly greater than, the risks associated with the underlying investments.

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.

Nuveen Investments
9



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.

As mentioned previously, upon completion of its portfolio repositioning, the Fund discontinued its managed distribution policy (in which distributions may be sourced not just from income but also from realized capital gains and, if necessary, from capital), and shifted from quarterly to monthly distributions.

During the current reporting period, the Fund declared a quarterly distribution to common shareholders of $0.2000 per share in March and then maintained stable monthly distributions of $0.0667 per share for the next eight months beginning with its April distribution declared April 11, 2012 and paid May 1, 2012. The Fund had one monthly distribution increase in December. 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—as noted earlier—also increases the variability of common shareholders' net asset value per share in response to changing market conditions.

During certain periods, the Fund may pay dividends at a rate that may be more or less than the amount of net investment income actually earned by the Fund during the period. If the Fund has cumulatively earned more than it has paid in dividends, it holds excess in reserve as undistributed net investment income (UNII) as part of the Fund's NAV. Conversely, if the Fund has cumulatively paid dividends in excess of earnings, the excess constitutes negative UNII that is likewise reflected in the Fund's NAV. The Fund will, over time, pay all of its net investment income as dividends to shareholders. As of December 31, 2012, the Fund had a zero UNII balance for tax purposes and a negative UNII balance for financial reporting purposes.

Nuveen Investments
10



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 shares of its outstanding common stock as shown in the accompanying table.

    Common Shares
Repurchased and Retired
  % of Outstanding
Common Shares
 

JQC

   

4,315,092

     

3.2

%

 

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

As of December 31, 2012, the Fund was trading at a -2.33% discount to its common share NAV compared with an average discount of -4.73% for the entire twelve-month period.

Nuveen Investments
11




Fund Snapshot

Common Share Price

 

$

9.65

   

Common Share Net Asset Value (NAV)

 

$

9.88

   

Premium/(Discount) to NAV

   

-2.33

%

 

Latest Dividend

 

$

0.0692

   

Current Distribution Rate4

   

8.61

%

 
Net Assets Applicable to Common
Shares ($000)
 

$

1,345,657

   

Leverage

Regulatory Leverage

   

29.42

%

 

Effective Leverage

   

29.42

%

 

Average Annual Total Returns

(Inception 6/25/03)

   

On Share Price

 

On NAV

 
1-Year    

30.55

%

   

16.80

%

 
5-Year    

7.71

%

   

4.17

%

 

Since Inception

   

4.78

%

   

4.50

%

 

Portfolio Composition

(as a % of total investments)1,3

Media

   

11.4

%

 

Software

   

7.0

%

 

Health Care Providers & Services

   

6.5

%

 

Pharmaceuticals

   

6.5

%

 

Health Care Equipment & Supplies

   

6.1

%

 

Diversified Telecommunication Services

   

4.2

%

 

Hotels, Restaurants & Leisure

   

3.9

%

 

Specialty Retail

   

3.5

%

 

Semiconductors & Equipment

   

3.2

%

 

Communications Equipment

   

3.2

%

 

Chemicals

   

2.9

%

 

Real Estate

   

2.9

%

 

Airlines

   

2.6

%

 

IT Services

   

2.5

%

 

Commercial Services & Supplies

   

2.4

%

 

Internet Software & Services

   

2.1

%

 

Oil, Gas & Consumable Fuels

   

2.0

%

 

Distributors

   

2.0

%

 

Diversified Consumer Services

   

1.9

%

 

Health Care Technology

   

1.8

%

 

Short-Term Investments

   

1.8

%

 

Other

   

19.6

%

 

Top Five Issuers

(as a % of total investments)2,3

Caesar's Entertainment Corporation

   

2.2

%

 

Pharmaceutical Product Development Inc.

   

2.2

%

 

MTL Publishing LLC

   

2.0

%

 

iStar Financial, Inc.

   

1.9

%

 

Univar, Inc.

   

1.9

%

 

JQC

Performance

OVERVIEW

Nuveen Credit Strategies Income Fund

  as of December 31, 2012

Portfolio Allocation (as a % of total investments)1,3

2012 Distributions Per Common Share5

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 Excluding investments in derivatives.

2 Excluding short-term investments and investments in derivatives.

3 Holdings are subject to change.

4 Current Distribution Rate is based on the Fund's current annualized monthly distribution divided by the Fund's current market price. The Fund's monthly distributions to its shareholders may be compromised of ordinary income, net realized capital gains and, if at the end of the calendar year the Fund's cumulative net ordinary income and net realized gains are less than the amount of the Fund's distributions, a return of capital for tax purposes.

5 As previously explained in the Common Share Distribution and Share Price Information section of this report, the Fund shifted from a quarterly to a monthly distribution beginning with its April distribution declared 4/11/12 and paid 5/1/12.

Nuveen Investments
12



Report of INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders
Nuveen Credit Strategies Income Fund
  (formerly known as Nuveen Multi-Strategy Income and Growth Fund 2)

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Nuveen Credit Strategies 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 Credit Strategies 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
13




JQC

Nuveen Credit Strategies Income Fund

(formerly known as Nuveen Multi-Strategy Income and Growth Fund 2)

Portfolio of INVESTMENTS

  December 31, 2012

Shares  

Description (1)

 

Value

 
   

Common Stocks – 12.5% (8.7% of Total Investments)

 
   

Aerospace & Defense – 0.3%

 
  8,440    

BE Aerospace Inc., (2)

 

$

416,936

   
  16,170    

Honeywell International Inc.

   

1,026,310

   
  21,900    

United Technologies Corporation

   

1,796,019

   
   

Total Aerospace & Defense

   

3,239,265

   
   

Air Freight & Logistics – 0.0%

 
  6,680    

C.H. Robinson Worldwide, Inc.

   

422,310

   
   

Beverages – 0.2%

 
  2,722    

Coca-Cola Bottling Company Consolidated

   

181,013

   
  63,208    

Coca-Cola Company

   

2,291,290

   
  8,570    

Dr. Pepper Snapple Group

   

378,623

   
   

Total Beverages

   

2,850,926

   
   

Biotechnology – 0.3%

 
  25,060    

Amgen Inc.

   

2,163,179

   
  6,400    

Biogen Idec Inc., (2)

   

938,688

   
  14,240    

Gilead Sciences, Inc., (2)

   

1,045,928

   
  6,790    

Myriad Genentics Inc., (2)

   

185,028

   
   

Total Biotechnology

   

4,332,823

   
   

Building Products – 0.1%

 
  11,795    

Gibraltar Industries Inc.

   

187,776

   
  36,123    

Masonite Worldwide Holdings

   

1,192,059

   
   

Total Building Products

   

1,379,835

   
   

Capital Markets – 0.1%

 
  3,470    

Affiliated Managers Group Inc., (2)

   

451,621

   
  7,790    

Ameriprise Financial, Inc.

   

487,888

   
  41,684    

Apollo Investment Corporation

   

348,478

   
  7,564    

Walter Investment Management Corporation, (2)

   

325,403

   
   

Total Capital Markets

   

1,613,390

   
   

Chemicals – 0.5%

 
  5,529    

CF Industries Holdings, Inc.

   

1,123,272

   
  14,460    

Eastman Chemical Company

   

984,003

   
  5,832    

FutureFuel Corporation

   

69,051

   
  6,523    

Georgia Gulf Corporation

   

269,269

   
  27,310    

LyondellBasell Industries NV

   

1,559,128

   
  8,035    

Minerals Technologies Inc.

   

320,757

   
  9,720    

Monsanto Company

   

919,998

   
  11,261    

Westlake Chemical Corporation

   

892,997

   
   

Total Chemicals

   

6,138,475

   

Nuveen Investments
14



Shares  

Description (1)

 

Value

 
   

Commercial Banks – 0.3%

 
  8,378    

Banner Corporation

 

$

257,456

   
  16,207    

BBCN Bancorp Inc.

   

187,515

   
  14,990    

M&T Bank Corporation

   

1,476,065

   
  16,243    

Pacwest Bancorp.

   

402,502

   
  62,760    

Regions Financial Corporation

   

446,851

   
  16,670    

SunTrust Banks, Inc.

   

472,595

   
   

Total Commercial Banks

   

3,242,984

   
   

Commercial Services & Supplies – 0.1%

 
  7,603    

Clean Harbors, Inc.

   

418,241

   
  9,417    

G&K Services, Inc.

   

321,591

   
  26,526    

Waste Management, Inc.

   

894,987

   
   

Total Commercial Services & Supplies

   

1,634,819

   
   

Communications Equipment – 0.1%

 
  37,360    

Cisco Systems, Inc.

   

734,124

   
  4,451    

Comtech Telecom Corporation

   

112,966

   
  7,862    

Procera Networks Inc., (2)

   

145,840

   
  14,270    

QUALCOMM, Inc.

   

885,025

   
   

Total Communications Equipment

   

1,877,955

   
   

Computers & Peripherals – 0.7%

 
  15,228    

Apple, Inc.

   

8,116,981

   
  41,830    

EMC Corporation, (2)

   

1,058,299

   
   

Total Computers & Peripherals

   

9,175,280

   
   

Construction & Engineering – 0.0%

 
  8,610    

Chicago Bridge & Iron Company N.V.

   

399,074

   
   

Consumer Discretionary – 0.1%

 
  12,860    

Nordstrom Inc.

   

688,010

   
   

Consumer Finance – 0.1%

 
  12,120    

Capital One Financial Corporation

   

702,112

   
  12,740    

Discover Financial Services

   

491,127

   
   

Total Consumer Finance

   

1,193,239

   
   

Consumer Staples – 0.1%

 
  35,591    

Altria Group

   

1,118,269

   
   

Diversified Consumer Services – 0.0%

 
  6,133    

Ascent Media Corporation, (2)

   

379,878

   
   

Diversified Financial Services – 0.1%

 
  20,171    

JPMorgan Chase & Co., (3)

   

886,919

   
  19,871    

PHH Corporation

   

452,065

   
   

Total Diversified Financial Services

   

1,338,984

   
   

Diversified Telecommunication Services – 0.2%

 
  10,853    

CenturyLink Inc.

   

424,569

   
  58,738    

Verizon Communications Inc.

   

2,541,593

   
   

Total Diversified Telecommunication Services

   

2,966,162

   

Nuveen Investments
15



JQC

Nuveen Credit Strategies Income Fund (continued)

Portfolio of INVESTMENTS December 31, 2012

Shares  

Description (1)

 

Value

 
   

Electric Utilities – 0.1%

 
  25,520    

NV Energy Inc.

 

$

462,933

   
  15,551    

Portland General Electric Company

   

425,475

   
  10,970    

UIL Holdings Corporation

   

392,836

   
   

Total Electric Utilities

   

1,281,244

   
   

Electrical Equipment – 0.1%

 
  8,984    

Generac Holdings Inc.

   

308,241

   
  4,420    

Rockwell Automation, Inc.

   

371,236

   
   

Total Electrical Equipment

   

679,477

   
   

Energy Equipment & Services – 0.1%

 
  12,403    

C&J Energy Services Inc., (2)

   

265,920

   
  5,190    

Helmerich & Payne Inc.

   

290,692

   
  6,930    

Oil States International Inc.

   

495,772

   
   

Total Energy Equipment & Services

   

1,052,384

   
   

Food & Staples Retailing – 0.2%

 
  18,560    

Costco Wholesale Corporation

   

1,833,171

   
  13,840    

Wal-Mart Stores, Inc.

   

944,303

   
  4,830    

Whole Foods Market, Inc.

   

441,124

   
   

Total Food & Staples Retailing

   

3,218,598

   
   

Food Products – 0.3%

 
  19,655    

Dole Food Company Inc.

   

225,443

   
  10,050    

General Mills, Inc.

   

406,121

   
  16,240    

H.J. Heinz Company

   

936,723

   
  11,340    

Ingredion Inc.

   

730,636

   
  5,410    

JM Smucker Company

   

466,558

   
  7,590    

Kraft Foods Inc.

   

345,117

   
  5,300    

McCormick & Company, Incorporated

   

336,709

   
  29,472    

Mondelez International Inc.

   

750,652

   
   

Total Food Products

   

4,197,959

   
   

Gas Utilities – 0.1%

 
  7,126    

Chesapeake Utilities Corporation

   

323,520

   
  16,050    

ONEOK, Inc.

   

686,138

   
  12,510    

Questar Corporation

   

247,198

   
   

Total Gas Utilities

   

1,256,856

   
   

Health Care Equipment & Supplies – 0.3%

 
  11,055    

Abbott Laboratories

   

724,103

   
  21,690    

Baxter International, Inc.

   

1,445,855

   
  11,960    

Becton, Dickinson and Company

   

935,152

   
  16,587    

DexCom, Inc.

   

225,749

   
  11,580    

Medtronic, Inc.

   

475,012

   
  13,133    

ResMed Inc.

   

545,939

   
  5,400    

Steris Corporation

   

187,542

   
   

Total Health Care Equipment & Supplies

   

4,539,352

   
   

Health Care Providers & Services – 0.5%

 
  6,996    

Air Methods Corporation

   

258,082

   
  6,752    

AmSurg Corporation, (2)

   

202,628

   
  20,216    

Capital Senior Living Corporation

   

377,837

   
  7,340    

DaVita HealthCare Partners, Inc.

   

811,290

   
  13,564    

Emeritus Corporation

   

335,302

   
  10,400    

Express Scripts, Holding Company, (2)

   

561,600

   
  10,759    

Hanger Orthopedic Group Inc., (2)

   

294,366

   

Nuveen Investments
16



Shares  

Description (1)

 

Value

 
    Health Care Providers & Services (continued)  
  19,160    

HCA Holdings Inc.

 

$

578,057

   
  19,160    

McKesson HBOC Inc.

   

1,857,754

   
  6,108    

Owens and Minor Inc.

   

174,139

   
  9,201    

Team Health Holdings Inc., (2)

   

264,713

   
  20,648    

Vanguard Health Systems Inc.

   

252,938

   
   

Total Health Care Providers & Services

   

5,968,706

   
   

Hotels, Restaurants & Leisure – 0.2%

 
  12,380    

Brinker International Inc.

   

383,656

   
  5,967    

Cheesecake Factory Inc.

   

195,240

   
  5,486    

Life Time Fitness Inc., (2)

   

269,966

   
  7,970    

Marriott International, Inc., Class A

   

297,042

   
  33,570    

Starbucks Corporation

   

1,800,023

   
   

Total Hotels, Restaurants & Leisure

   

2,945,927

   
   

Household Durables – 0.1%

 
  8,660    

D.R. Horton, Inc.

   

171,295

   
  4,018    

Nacco Industries Inc.

   

243,852

   
  36,530    

Pulte Corporation

   

663,385

   
   

Total Household Durables

   

1,078,532

   
   

Household Products – 0.1%

 
  3,710    

Clorox Company

   

271,646

   
  5,150    

Colgate-Palmolive Company

   

538,381

   
  10,150    

Procter & Gamble Company

   

689,084

   
   

Total Household Products

   

1,499,111

   
   

Industrial Conglomerates – 0.2%

 
  92,427    

General Electric Company, (3)

   

1,940,043

   
   

Insurance – 0.4%

 
  25,700    

AFLAC Incorporated

   

1,365,184

   
  7,268    

Everest Reinsurance Group Ltd.

   

799,117

   
  23,840    

Hartford Financial Services Group, Inc.

   

534,970

   
  12,571    

Hilltop Holdings Inc.

   

170,211

   
  12,900    

Marsh & McLennan Companies, Inc.

   

444,663

   
  21,988    

National Financial Partners Corp., (2)

   

376,874

   
  4,836    

PartnerRe Limited

   

389,250

   
  14,946    

Primerica Inc.

   

448,529

   
  15,330    

Torchmark Corporation

   

792,101

   
  16,930    

Valdius Holdings Limited

   

585,439

   
   

Total Insurance

   

5,906,338

   
   

Internet & Catalog Retail – 0.1%

 
  4,160    

Amazon.com, Inc., (2)

   

1,044,742

   
   

Internet Software & Services – 0.3%

 
  24,530    

eBay Inc., (2)

   

1,251,521

   
  3,810    

Google Inc., Class A, (2)

   

2,702,700

   
  2,809    

Rackspace Hosting Inc.

   

208,624

   
   

Total Internet Software & Services

   

4,162,845

   
   

IT Services – 0.3%

 
  9,610    

Accenture Limited

   

639,065

   
  2,230    

Alliance Data Systems Corporation, (2)

   

322,815

   
  12,787    

CSG Systems International Inc.

   

232,468

   
  15,162    

Higher One Holdings Inc., (2)

   

159,807

   

Nuveen Investments
17



JQC

Nuveen Credit Strategies Income Fund (continued)

Portfolio of INVESTMENTS December 31, 2012

Shares  

Description (1)

 

Value

 
    IT Services (continued)  
  7,680    

International Business Machines Corporation (IBM), (3)

 

$

1,471,104

   
  14,140    

Lender Processing Services Inc.

   

348,127

   
  1,310    

MasterCard, Inc.

   

643,577

   
  6,298    

WEX Inc., (2)

   

474,680

   
   

Total IT Services

   

4,291,643

   
   

Leisure Equipment & Products – 0.0%

 
  7,560    

Brunswick Corporation

   

219,920

   
   

Life Sciences Tools & Services – 0.1%

 
  10,600    

Agilent Technologies, Inc.

   

433,964

   
  7,819    

Parexel International Corporation

   

231,364

   
  11,980    

Thermo Fisher Scientific, Inc.

   

764,084

   
   

Total Life Sciences Tools & Services

   

1,429,412

   
   

Machinery – 0.4%

 
  12,053    

Actuant Corporation

   

336,399

   
  19,828    

Briggs & Stratton Corporation

   

417,974

   
  6,210    

Cummins Inc.

   

672,854

   
  34,460    

Harsco Corporation

   

809,810

   
  4,364    

Hyster-Yale Materials Handling Inc.

   

212,963

   
  9,760    

Ingersoll Rand Company Limited, Class A

   

468,090

   
  14,770    

Joy Global Inc.

   

942,031

   
  5,820    

Lincoln Electric Holdings Inc.

   

283,318

   
  36,977    

Mueller Water Products Inc.

   

207,441

   
  9,090    

Timken Company

   

434,775

   
  3,390    

Wabtec Corporation

   

296,761

   
   

Total Machinery

   

5,082,416

   
   

Media – 0.2%

 
  39,690    

Comcast Corporation, Class A

   

1,483,612

   
  61,339    

Cumulus Media, Inc.

   

163,775

   
  4,070    

Time Warner Cable, Class A

   

395,563

   
  14,530    

Walt Disney Company

   

723,449

   
   

Total Media

   

2,766,399

   
   

Metals & Mining – 0.1%

 
  3,672    

Kaiser Aluminum Corporation

   

226,526

   
  11,058    

Metals USA Holdings Corporation

   

193,404

   
  8,620    

Newmont Mining Corporation

   

400,313

   
  21,902    

Southern Copper Corporation

   

829,210

   
   

Total Metals & Mining

   

1,649,453

   
   

Multiline Retail – 0.3%

 
  14,180    

Macy's, Inc.

   

553,304

   
  46,209    

Target Corporation

   

2,734,187

   
   

Total Multiline Retail

   

3,287,491

   
   

Multi-Utilities – 0.3%

 
  14,360    

Ameren Corporation

   

441,139

   
  55,221    

CenterPoint Energy, Inc.

   

1,063,004

   
  18,913    

Consolidated Edison, Inc.

   

1,050,428

   
  11,800    

DTE Energy Company

   

708,590

   
  29,324    

Public Service Enterprise Group Incorporated

   

897,314

   
   

Total Multi-Utilities

   

4,160,475

   

Nuveen Investments
18



Shares  

Description (1)

 

Value

 
   

Oil, Gas & Consumable Fuels – 0.8%

 
  23,012    

Chevron Corporation

 

$

2,488,518

   
  28,950    

Exxon Mobil Corporation

   

2,505,623

   
  39,483    

Halcon Resources Corporation, (2)

   

273,222

   
  22,266    

Marathon Oil Corporation

   

682,676

   
  26,215    

Marathon Petroleum Corporation

   

1,651,545

   
  9,640    

Murphy Oil Corporation

   

574,062

   
  11,404    

Oasis Petroleum Inc.

   

362,647

   
  20,100    

Phillips 66

   

1,067,310

   
  4,364    

Rosetta Resources, Inc.

   

197,951

   
  11,472    

Stone Energy Corporation

   

235,405

   
  6,526    

Western Refining Inc.

   

183,968

   
   

Total Oil, Gas & Consumable Fuels

   

10,222,927

   
   

Paper & Forest Products – 0.1%

 
  8,683    

Clearwater Paper Corporation, (2)

   

340,026

   
  27,020    

International Paper Company

   

1,076,477

   
  4,881    

Schweitzer-Mauduit International Inc.

   

190,505

   
   

Total Paper & Forest Products

   

1,607,008

   
   

Personal Products – 0.0%

 
  20,522    

Prestige Brands Holdings Inc., (2)

   

411,056

   
   

Pharmaceuticals – 0.6%

 
  12,410    

Bristol-Myers Squibb Company

   

404,442

   
  12,590    

Eli Lilly and Company

   

620,939

   
  43,985    

Johnson & Johnson, (3)

   

3,083,349

   
  30,141    

Merck & Company Inc.

   

1,233,973

   
  29,680    

Watson Pharmaceuticals Inc.

   

2,552,480

   
   

Total Pharmaceuticals

   

7,895,183

   
   

Real Estate – 0.6%

 
  12,700    

Chesapeake Lodging Trust

   

265,176

   
  23,990    

Equity One Inc.

   

504,030

   
  27,588    

iStar Financial Inc., (2)

   

224,842

   
  31,448    

Medical Properties Trust Inc.

   

376,118

   
  34,169    

Newcastle Investment Corporation

   

296,587

   
  37,870    

Omega Healthcare Investors Inc.

   

903,200

   
  19,473    

PennyMac Mortgage Investment Trust

   

492,472

   
  1,900    

Public Storage, Inc.

   

275,424

   
  27,863    

Ramco-Gershenson Properties Trust

   

370,857

   
  13,930    

Rayonier Inc.

   

721,992

   
  12,370    

Simon Property Group, Inc.

   

1,955,573

   
  5,431    

Sovran Self Storage Inc.

   

337,265

   
  14,040    

Tanger Factory Outlet Centers

   

480,168

   
  5,300    

Taubman Centers Inc.

   

417,216

   
  21,555    

Two Harbors Investment Corporation

   

238,829

   
   

Total Real Estate

   

7,859,749

   
   

Real Estate Management & Development – 0.0%

 
  12,355    

Forestar Real Estate Group Inc.

   

214,112

   
   

Road & Rail – 0.2%

 
  5,184    

Genesee & Wyoming Inc.

   

394,399

   
  8,932    

Norfolk Southern Corporation

   

552,355

   
  11,940    

Union Pacific Corporation

   

1,501,097

   
   

Total Road & Rail

   

2,447,851

   

Nuveen Investments
19



JQC

Nuveen Credit Strategies Income Fund (continued)

Portfolio of INVESTMENTS December 31, 2012

Shares  

Description (1)

 

Value

 
   

Semiconductors & Equipment – 0.4%

 
  19,390    

Avago Technologies Limtied

 

$

613,887

   
  29,920    

Broadcom Corporation, Class A

   

993,643

   
  82,688    

Intel Corporation, (3)

   

1,705,853

   
  21,002    

Linear Technology Corporation

   

720,369

   
  90,350    

NVIDIA Corporation

   

1,110,402

   
  20,561    

Rudolph Technologies

   

276,545

   
  43,585    

Silicon Image, Inc., (2)

   

216,182

   
  12,780    

Skyworks Solutions Inc., (2)

   

259,434

   
   

Total Semiconductors & Equipment

   

5,896,315

   
   

Software – 0.7%

 
  5,140    

Ansys Inc., (2)

   

346,128

   
  35,180    

Cadence Design Systems, Inc., (2)

   

475,282

   
  3,759    

CommVault Systems, Inc.

   

262,040

   
  8,671    

Comverse Incorporated, (2)

   

247,384

   
  3,500    

Fair Isaac Corporation

   

147,105

   
  7,343    

Manhattan Associates Inc.

   

443,077

   
  24,362    

Mentor Graphics Corporation

   

414,641

   
  150,622    

Microsoft Corporation, (3)

   

4,026,126

   
  73,150    

Oracle Corporation

   

2,437,358

   
  3,326    

Sourcefire Inc., (2)

   

157,054

   
  31,611    

TiVo, Inc.

   

389,448

   
  6,460    

VMware Inc.

   

608,144

   
   

Total Software

   

9,953,787

   
   

Specialty Retail – 0.6%

 
  101,590    

American Eagle Outfitters, Inc.

   

2,083,611

   
  5,313    

Ann Inc., (2)

   

179,792

   
  15,292    

Finish Line, Inc.

   

289,478

   
  27,930    

Home Depot, Inc.

   

1,727,471

   
  26,400    

Limited Brands, Inc.

   

1,242,384

   
  3,844    

Lithia Motors Inc.

   

143,842

   
  2,809    

Lumber Liquidators Inc., (2)

   

148,399

   
  6,880    

PetSmart Inc.

   

470,179

   
  8,035    

Rent-A-Center Inc.

   

276,083

   
  3,480    

Signet Jewelers Limited

   

185,832

   
  2,679    

Vitamin Shoppe Inc., (2)

   

153,667

   
  38,160    

Williams-Sonoma Inc.

   

1,670,263

   
   

Total Specialty Retail

   

8,571,001

   
   

Textiles, Apparel & Luxury Goods – 0.2%

 
  28,727    

Fifth & Pacific Companies Inc.

   

357,651

   
  7,629    

Movado Group Inc.

   

234,058

   
  11,880    

Nike, Inc., Class B

   

613,008

   
  8,330    

PVH Corporation

   

924,713

   
   

Total Textiles, Apparel & Luxury Goods

   

2,129,430

   
   

Thrifts & Mortgage Finance – 0.0%

 
  9,115    

Nationstar Mortgage Holdings, Incorporated, (2)

   

282,383

   
  4,103    

Ocwen Financial Corporation

   

141,923

   
  10,498    

Walker & Dunlop Inc., (2)

   

174,897

   
   

Total Thrifts & Mortgage Finance

   

599,203

   
   

Tobacco – 0.1%

 
  10,913    

Philip Morris International

   

912,763

   
  9,810    

Reynolds American Inc.

   

406,428

   
  6,752    

Universal Corporation

   

336,990

   
   

Total Tobacco

   

1,656,181

   

Nuveen Investments
20



Shares  

Description (1)

 

Value

 
   

Trading Companies & Distributors – 0.1%

 
  12,950    

CAI International Inc., (2)

 

$

284,253

   
  13,779    

H&E Equipment Services, Inc.

   

207,650

   
  10,842    

SeaCube Container Leasing Limited

   

204,372

   
  5,123    

United Rentals Inc.

   

233,198

   
  3,953    

Watsco Inc.

   

296,078

   
   

Total Trading Companies & Distributors

   

1,225,551

   
   

Total Common Stocks (cost $163,548,977)

   

168,340,355

   

 

Shares  

Description (1)

 

Coupon

     

Ratings (4)

 

Value

 
   

$25 Par (or similar) Preferred Securities – 0.1% (0.1% of Total Investments)

 
   

Commercial Banks – 0.1%

 
  44,580    

Wells Fargo & Company, (3)

   

7.500

%

         

BBB+

 

$

1,523,744

   
   

Total $25 Par (or similar) Preferred Securities (cost $1,505,790)

                           

1,523,744

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (5)

 

Ratings (4)

 

Value

 
   

Variable Rate Senior Loan Interests – 99.8% (69.4% of Total Investments) (6)

 
   

Aerospace & Defense – 0.3%

 

$

3,500

   

Hamilton Sundstrand, Term Loan B

   

5.000

%

 

12/05/19

 

B+

 

$

3,535,311

   
   

Airlines – 3.4%

 
  17,000    

Delta Air Lines, Inc., Term Loan B1

   

5.250

%

 

10/18/18

 

Ba2

   

17,154,071

   
  27,674    

Delta Air Lines, Inc., Term Loan

   

5.500

%

 

4/20/17

 

Ba2

   

28,026,230

   
  44,674    

Total Airlines

                           

45,180,301

   
   

Auto Components – 1.0%

 
  12,841    

Schaeffler AG, Term Loan B2

   

6.000

%

 

12/12/17

 

Ba3

   

13,001,512

   
   

Automobiles – 2.0%

 
  26,028    

Chrysler Group LLC, Term Loan

   

6.000

%

 

5/24/17

 

BB

   

26,635,191

   
   

Biotechnology – 1.1%

 
  341    

Alkermes, Inc., 2019 Term Loan

   

4.500

%

 

9/25/19

 

BB

   

344,964

   
  10,754    

Grifols, Inc., Term Loan

   

4.500

%

 

6/01/17

 

BB

   

10,873,251

   
  3,958    

Onex Carestream Finance LP, Term Loan

   

5.000

%

 

2/25/17

 

BB-

   

3,955,643

   
  15,053    

Total Biotechnology

                           

15,173,858

   
   

Chemicals – 3.8%

 
  15,086    

Ineos US Finance LLC, Term Loan B

   

6.500

%

 

5/04/18

 

B+

   

15,272,222

   
  35,580    

Univar, Inc., Term Loan

   

5.000

%

 

6/30/17

 

B+

   

35,569,943

   
  50,666    

Total Chemicals

                           

50,842,165

   
   

Commercial Banks – 0.2%

 
  2,871    

Ocwen Financial Corporation, Initial Term Loan

   

7.000

%

 

9/01/16

 

B1

   

2,885,354

   
   

Commercial Services & Supplies – 1.5%

 
  10,000    

ADS Waste Holdings, Inc., Term Loan B

   

5.250

%

 

10/09/19

 

B+

   

10,137,500

   
  10,000    

Ceridian Corporation, Extended Term Loan

   

5.959

%

 

5/09/17

 

B1

   

10,005,000

   
  20,000    

Total Commercial Services & Supplies

                           

20,142,500

   

Nuveen Investments
21



JQC

Nuveen Credit Strategies Income Fund (continued)

Portfolio of INVESTMENTS December 31, 2012

Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (5)

 

Ratings (4)

 

Value

 
   

Communications Equipment – 2.2%

 

$

4,066

   

Avaya, Inc., Term Loan B3

   

4.812

%

 

10/26/17

 

B1

 

$

3,589,604

   
  25,186    

Telesat Holdings, Inc., Term Loan B

   

4.250

%

 

3/28/19

 

BB-

   

25,406,314

   
  29,252    

Total Communications Equipment

                           

28,995,918

   
   

Computers & Peripherals - 0.7%

 
  10,000    

Kronos Incorporated, Initial Term Loan, Second Lien

   

9.750

%

 

4/30/20

 

CCC+

   

10,050,000

   
   

Consumer Finance – 1.6%

 
  9,019    

NES Rentals Holdings, Inc., Extended Term Loan, Second Lien

   

13.250

%

 

10/20/14

 

Ba3

   

8,917,940

   
  1,000    

Residential Capital Corp, Term Loan A1

   

5.000

%

 

11/18/13

 

Ba1

   

1,006,250

   
  2,000    

Residential Capital Corp, Term Loan A2

   

6.750

%

 

11/18/13

 

BB

   

2,025,000

   
  9,291    

Royalty Pharma Finance Trust, Incremental Term Loan

   

4.000

%

 

11/09/18

 

Baa2

   

9,398,563

   
  21,310    

Total Consumer Finance

                           

21,347,753

   
   

Containers & Packaging – 2.3%

 
  29,514    

Reynolds Group Holdings, Inc., Term Loan

   

4.750

%

 

9/28/18

 

B+

   

29,917,729

   
  476    

Sealed Air Corporation, Term Loan B1

   

4.000

%

 

10/03/18

 

Ba1

   

483,311

   
  29,990    

Total Containers & Packaging

                           

30,401,040

   
   

Distributors – 1.6%

 
  20,895    

HD Supply, Inc., Term Loan

   

7.250

%

 

10/12/17

 

B+

   

21,504,444

   
   

Diversified Consumer Services – 2.8%

 
  12,101    

Cengage Learning Acquisitions, Inc., Term Loan, DD1

   

2.720

%

 

7/03/14

 

CCC+

   

9,570,189

   
  27,718    

Laureate Education, Inc., Extended Term Loan

   

5.250

%

 

6/15/18

 

B1

   

27,596,618

   
  39,819    

Total Diversified Consumer Services

                           

37,166,807

   
   

Diversified Financial Services – 0.1%

 
  1,374    

NPC International, Inc., Term Loan B

   

4.500

%

 

12/28/18

 

Ba3

   

1,388,077

   
  108    

Pinafore LLC, Term Loan

   

4.250

%

 

9/29/16

 

BB

   

108,666

   
  1,482    

Total Diversified Financial Services

                           

1,496,743

   
   

Diversified Telecommunication Services – 1.6%

 
  21,316    

Intelsat Jackson Holdings, Ltd., Term Loan B1

   

4.500

%

 

4/02/18

 

BB-

   

21,513,467

   
   

Electric Utilities – 0.2%

 
  2,664    

TXU Corporation, 2014 Term Loan

   

3.746

%

 

10/10/14

 

B2

   

2,032,785

   
   

Food & Staples Retailing – 1.2%

 
  9,800    

BJ Wholesale Club, Inc., Term Loan, First Lien

   

5.750

%

 

9/26/19

 

B

   

9,948,754

   
  500    

BJ Wholesale Club Inc., Term Loan, Second Lien

   

9.750

%

 

3/26/20

 

CCC+

   

516,875

   
  4,988    

Wendy's/Arby's Restaurants, Inc., Term Loan B

   

4.750

%

 

5/15/19

 

BB-

   

5,044,502

   
  15,288    

Total Food & Staples Retailing

                           

15,510,131

   
   

Food Products – 0.9%

 
  1,000    

AdvancePierre Foods, Inc., Term Loan, First Lien

   

5.750

%

 

7/10/17

 

B1

   

1,013,125

   
  9,000    

AdvancePierre Foods, Inc., Term Loan, Second Lien

   

9.500

%

 

10/10/17

 

CCC+

   

9,225,000

   
  2,157    

Del Monte Foods Company, Term Loan

   

4.500

%

 

3/08/18

 

Ba3

   

2,164,849

   
  12,157    

Total Food Products

                           

12,402,974

   
   

Health Care Equipment & Supplies – 4.2%

 
  14,339    

Hologic, Inc., Term Loan B

   

4.500

%

 

8/01/19

 

BBB-

   

14,528,754

   
  8,910    

Kinetic Concepts, Inc., Term Loan C1

   

5.500

%

 

5/04/18

 

Ba2

   

9,021,375

   
  33,001    

United Surgical Partners International, Inc., Term Loan, First Lien

   

6.000

%

 

4/03/19

 

B1

   

33,386,064

   
  56,250    

Total Health Care Equipment & Supplies

                           

56,936,193

   

Nuveen Investments
22



Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (5)

 

Ratings (4)

 

Value

 
   

Health Care Providers & Services – 6.5%

 

$

1,628

   

Community Health Systems, Inc., Extended Term Loan

   

3.811

%

 

1/25/17

 

BB

 

$

1,639,750

   
  14,000    

DaVita, Inc., New Term Loan B2

   

4.000

%

 

11/01/19

 

Ba2

   

14,128,282

   
  5,765    

Emergency Medical Services, Term Loan

   

5.250

%

 

5/25/18

 

Ba3

   

5,815,407

   
  37,329    

Golden Living, Term Loan

   

5.000

%

 

5/04/18

 

B1

   

35,182,633

   
  371    

HCA, Inc., Tranche B2, Term Loan

   

3.561

%

 

3/31/17

 

BB

   

372,618

   
  9,975    

IMS Health Incorporated, Tranche B, Term Loan

   

4.500

%

 

8/26/17

 

BB-

   

10,053,230

   
  13,964    

National Mentor Holdings, Inc., Term Loan B

   

6.500

%

 

2/09/17

 

B+

   

13,940,987

   
  4,743    

Select Medical Corporation, Term Loan

   

5.500

%

 

6/01/18

 

BB-

   

4,770,514

   
  993    

Select Medical Corporation, Tranche B, Term Loan A

   

5.500

%

 

6/01/18

 

BB-

   

1,001,184

   
  88,768    

Total Health Care Providers & Services

                           

86,904,605

   
   

Health Care Technology – 2.6%

 
  20,809    

Emdeon Business Services LLC, Term Loan B1

   

5.000

%

 

11/02/18

 

BB-

   

21,045,441

   
  14,000    

Quintiles Transnational Corporation, Term Loan

   

7.500

%

 

2/28/17

 

B

   

14,227,500

   
  34,809    

Total Health Care Technology

                           

35,272,941

   
   

Hotels, Restaurants & Leisure – 5.0%

 
  2,970    

24 Hour Fitness Worldwide, Inc., New Term Loan

   

7.500

%

 

4/22/16

 

Ba3

   

2,998,496

   
  177    

Venetian Casino Resort LLC, Delayed Term Loan

   

2.760

%

 

11/23/16

 

BBB-

   

177,464

   
  231    

Venetian Casino Resort LLC, Tranche B, Term Loan

   

2.760

%

 

11/23/16

 

BBB-

   

232,231

   
  2,850    

Boyd Gaming Corporation, Increased Term Loan B

   

6.000

%

 

12/17/15

 

BB-

   

2,885,625

   
  47,595    

Caesars Entertainment Operating Company, Inc., Term Loan B6

   

5.460

%

 

1/28/18

 

B

   

42,633,075

   
  2,066    

CCM Merger, Inc. Term Loan

   

6.000

%

 

3/01/17

 

B+

   

2,074,110

   
  10,208    

Landry's Restaraunts, Inc., Term Loan B

   

6.500

%

 

4/24/18

 

B+

   

10,335,461

   
  6,500    

MGM Resorts International Term Loan

   

4.250

%

 

12/20/19

 

Ba2

   

6,579,222

   
  72,597    

Total Hotels, Restaurants & Leisure

                           

67,915,684

   
   

Household Durables – 1.0%

 
  13,500    

AOT Bedding Super Holdings LLC, Term Loan B, DD1

   

5.000

%

 

10/01/19

 

B+

   

13,538,434

   
   

Household Products – 0.0%

 
  130    

Visant Corporation, Term Loan

   

5.250

%

 

12/22/16

 

BB-

   

118,432

   
   

Independent Power Producers & Energy Traders – 0.1%

 
  1,175    

AES Corporation, Term Loan

   

4.250

%

 

5/29/18

 

BB+

   

1,189,640

   
   

Insurance – 0.6%

 
  8,000    

USI Holdings Corporation, Term Loan B, WI/DD

   

TBD

   

TBD

 

B1

   

7,993,336

   
   

Internet & Catalog Retail – 1.0%

 
  13,665    

Burlington Coat Factory Warehouse Corporation, Term Loan B1

   

5.500

%

 

2/23/17

 

B

   

13,811,762

   
   

Internet Software & Services – 2.7%

 
  2,267    

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

   

5.500

%

 

12/17/18

 

Ba3

   

2,273,181

   
  31,872    

Sabre, Inc., Extended Term Loan, First Lien

   

5.962

%

 

9/30/17

 

B1

   

32,014,533

   
  2,231    

Web.com, Term Loan, First Lien

   

5.500

%

 

12/27/17

 

Ba3

   

2,251,829

   
  36,370    

Total Internet Software & Services

                           

36,539,543

   
   

IT Services – 2.7%

 
  3,500    

First Data Corporation, Extended Term Loan

   

4.211

%

 

3/23/18

 

B+

   

3,341,286

   
  11,463    

Frac Tech International LLC, Term Loan

   

8.500

%

 

5/06/16

 

B+

   

9,564,160

   
  14,233    

SRA International, Term Loan

   

6.500

%

 

7/20/18

 

B1

   

13,610,733

   
  10,348    

Zayo Group LLC, Term Loan B

   

5.250

%

 

7/02/19

 

B1

   

10,472,176

   
  39,544    

Total IT Services

                           

36,988,355

   

Nuveen Investments
23



JQC

Nuveen Credit Strategies Income Fund (continued)

Portfolio of INVESTMENTS December 31, 2012

Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (5)

 

Ratings (4)

 

Value

 
   

Leisure Equipment & Products – 0.1%

 

$

696

   

Cedar Fair LP, Term Loan

   

4.000

%

 

12/15/17

 

BB

 

$

703,466

   
   

Machinery – 0.3%

 
  4,500    

Navistar International Corporation, Term Loan B

   

7.000

%

 

8/17/17

 

Ba2

   

4,533,750

   
   

Media – 10.7%

 
  675    

Tribune Company, Term Loan B

   

0.000

%

 

6/04/14

 

Ca

   

563,063

   
  4,378    

Univision Communications, Inc., Term Loan

   

4.462

%

 

3/31/17

 

B+

   

4,315,080

   
  8,394    

Atlantic Broadband Finance LLC, Term Loan B

   

4.500

%

 

9/20/19

 

Ba3

   

8,484,968

   
  14,803    

Cengage Learning Acquisitions, Inc., Tranche B, Extended Term Loan

   

5.720

%

 

7/04/17

 

CCC+

   

11,694,313

   
  1,629    

Charter Communications Operating Holdings LLC, Term Loan C

   

3.470

%

 

9/06/16

 

Baa3

   

1,639,891

   
  15,840    

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

   

4.500

%

 

9/18/18

 

Ba2

   

15,913,772

   
  12,029    

Cumulus Media, Inc., Term Loan, Second Lien

   

7.500

%

 

9/16/19

 

B2

   

12,419,942

   
  36,641    

EMI Music Publishing LLC, Term Loan B

   

5.500

%

 

6/29/18

 

BB-

   

37,126,367

   
  2,000    

Hubbard Radio LLC, Term Loan, Second Lien

   

8.750

%

 

4/30/18

 

CCC+

   

2,040,000

   
  19,000    

Tribune Company, Exit Term Loan B, WI/DD

   

TBD

   

TBD

 

BB+

   

19,002,375

   
  15,000    

UPC Financing Partnership, Term Loan AB

   

4.000

%

 

1/31/21

 

Ba3

   

14,995,320

   
  15,900    

WideOpenWest Finance LLC, Term Loan B

   

6.250

%

 

7/12/18

 

B1

   

16,107,549

   
  146,289    

Total Media

                           

144,302,640

   
   

Metals & Mining – 0.5%

 
  6,366    

FMG Resources, Ltd., Term Loan B

   

5.250

%

 

10/18/17

 

BB+

   

6,430,111

   
   

Multiline Retail – 1.5%

 
  1,125    

99 Cents Only Stores, Term Loan B1

   

5.250

%

 

1/11/19

 

B+

   

1,139,282

   
  19,150    

Neiman Marcus Group, Inc., Term Loan

   

4.750

%

 

5/16/18

 

B+

   

19,211,165

   
  20,275    

Total Multiline Retail

                           

20,350,447

   
   

Oil, Gas & Consumable Fuels – 1.8%

 
  3,970    

CCS Income Trust, Add on Term Loan B

   

6.500

%

 

11/14/14

 

B1

   

3,973,307

   
  4,793    

Crestwood Holdings, Inc., Term Loan B

   

9.750

%

 

3/26/18

 

CCC+

   

4,872,377

   
  4,300    

Energy Transfer Partners LP, Term Loan B

   

3.750

%

 

3/24/17

 

BB

   

4,339,977

   
  8,000    

Plains Exploration and Production Company, Term Loan

   

4.000

%

 

10/15/19

 

Ba1

   

8,036,664

   
  2,917    

Samson Investment Company, Initial Term Loan, Second Lien

   

6.000

%

 

9/25/18

 

B+

   

2,947,656

   
  23,980    

Total Oil, Gas & Consumable Fuels

                           

24,169,981

   
   

Personal Products – 0.1%

 
  1,151    

Prestige Brands, Inc., Term Loan 1

   

5.261

%

 

1/27/19

 

BB-

   

1,166,458

   
   

Pharmaceuticals – 7.1%

 
  22,139    

Bausch & Lomb, Inc., Term Loan B

   

5.250

%

 

5/17/19

 

B+

   

22,368,041

   
  40,201    

Pharmaceutical Product Development, Inc., Term Loan

   

6.250

%

 

12/05/18

 

Ba3

   

40,891,665

   
  6,584    

Quintiles Transnational Corporation, Term Loan B1

   

4.500

%

 

6/08/18

 

BB-

   

6,583,500

   
  8,348    

Quintiles Transnational Corporation, Term Loan B, DD1

   

4.500

%

 

6/08/18

 

BB-

   

8,415,876

   
  10,000    

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

   

4.250

%

 

9/27/19

 

BBB-

   

10,080,000

   
  1,500    

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

   

4.250

%

 

2/13/19

 

BBB-

   

1,510,624

   
  881    

Warner Chilcott Company LLC, Term Loan B1 Additional

   

4.250

%

 

3/15/18

 

BBB-

   

887,536

   
  2,319    

Warner Chilcott Corporation, Term Loan B1

   

4.250

%

 

3/15/18

 

BBB-

   

2,337,031

   
  1,160    

Warner Chilcott Corporation, Term Loan B2

   

4.250

%

 

3/15/18

 

BBB-

   

1,168,515

   
  1,595    

Warner Chilcott Corporation, Term Loan B3

   

4.250

%

 

3/15/18

 

BBB-

   

1,606,709

   
  94,727    

Total Pharmaceuticals

                           

95,849,497

   
   

Real Estate – 3.5%

 
  35,000    

iStar Financial, Inc., Term Loan, Tranche A2, First Lien

   

7.000

%

 

3/19/17

 

BB-

   

36,706,250

   
  9,640    

iStar Financial, Inc., Term Loan

   

5.750

%

 

10/15/17

 

BB-

   

9,760,307

   
  44,640    

Total Real Estate

                           

46,466,557

   

Nuveen Investments
24



Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity (5)

 

Ratings (4)

 

Value

 
   

Real Estate Management & Development – 2.4%

 

$

1,191

   

Realogy Corporation, Delayed Term Loan

   

4.461

%

 

10/10/16

 

B+

 

$

1,196,439

   
  29,865    

Capital Automotive LP, Tranche B, Term Loan

   

5.250

%

 

3/11/17

 

Ba3

   

30,256,810

   
  1,339    

LNR Property Corporation, Term Loan

   

4.750

%

 

4/29/16

 

BB+

   

1,347,954

   
  32,395    

Total Real Estate Management & Development

                           

32,801,203

   
   

Road & Rail – 0.2%

 
  3,188    

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

   

5.000

%

 

12/21/17

 

BB

   

3,224,251

   
   

Semiconductors & Equipment – 4.1%

 
  2,981    

Freescale Semiconductor, Inc., Term Loan, Tranche B1

   

4.464

%

 

12/01/16

 

B1

   

2,930,891

   
  17,860    

Freescale Semiconductor, Inc., Term Loan, Tranche B2

   

6.000

%

 

2/28/19

 

B1

   

17,770,725

   
  983    

NXP Semiconductor LLC, Term Loan

   

4.500

%

 

3/03/17

 

B2

   

992,478

   
  13,607    

NXP Semiconductor LLC, Tranche A2, Term Loan

   

5.500

%

 

3/03/17

 

B+

   

13,902,083

   
  19,850    

NXP Semiconductor LLC, Tranche B, Term Loan

   

5.250

%

 

3/19/19

 

B+

   

20,052,629

   
  55,281    

Total Semiconductors & Equipment

                           

55,648,806

   
   

Software – 8.7%

 
  5,900    

BlackBoard, Inc., Term Loan, First Lien

   

7.500

%

 

10/04/18

 

B+

   

5,970,414

   
  23,000    

BlackBoard, Inc., Term Loan, Second Lien

   

11.500

%

 

4/04/19

 

CCC+

   

22,094,375

   
  31,207    

Datatel Parent Corp, Term Loan B, DD1

   

6.250

%

 

7/19/18

 

B+

   

31,645,792

   
  22,636    

Infor Enterprise Applications, Term Loan B

   

5.250

%

 

4/05/18

 

Ba3

   

22,887,520

   
  790    

IPC Systems, Inc., Extended Term Loan, Tranche B1, First Lien

   

7.750

%

 

7/31/17

 

B1

   

785,794

   
  6,365    

IPC Systems, Inc., Term Loan, Second Lien

   

5.462

%

 

6/01/15

 

CCC

   

5,147,923

   
  15,000    

Misys PLC, Term Loan, Second Lien

   

12.000

%

 

6/12/19

 

Caa1

   

15,512,505

   
  2,400    

RedPrairie Corporation, Term Loan, First Lien

   

6.750

%

 

12/14/18

 

B+

   

2,400,430

   
  10,000    

Vertafore, Inc., Term Loan, Second Lien

   

9.750

%

 

10/29/17

 

CCC+

   

10,050,000

   
  117,298    

Total Software

                           

116,494,753

   
   

Specialty Retail – 2.8%

 
  13,681    

Michaels Stores, Inc., Term Loan B2

   

4.813

%

 

7/31/16

 

BB-

   

13,822,653

   
  1,768    

Jo-Ann Stores, Inc., Term Loan

   

4.750

%

 

3/16/18

 

B+

   

1,777,647

   
  2,810    

Lord & Taylor Holdings LLC, Term Loan

   

5.750

%

 

1/11/19

 

BB

   

2,840,557

   
  9,601    

Party City Corporation, Term Loan

   

5.750

%

 

7/27/19

 

B1

   

9,717,954

   
  9,762    

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

   

TBD

   

TBD

 

BB

   

9,898,164

   
  37,622    

Total Specialty Retail

                           

38,056,975

   
   

Textiles, Apparel & Luxury Goods – 0.5%

 
  7,000    

Phillips-Van Heusen Corporation, Term Loan, WI/DD

   

TBD

   

TBD

 

BBB-

   

7,051,247

   
   

Wireless Telecommunication Services – 0.6%

 
  8,054    

Clear Channel Communications, Inc., Tranche B, Term Loan, DD1

   

3.862

%

 

1/29/16

 

CCC+

   

6,694,948

   
  1,496    

IPC Systems, Inc., Term Loan, Tranche C, First Lien

   

7.750

%

 

7/31/17

 

B1

   

1,457,910

   
  9,550    

Total Wireless Telecommunication Services

                           

8,152,858

   

$

1,349,572

   

Total Variable Rate Senior Loan Interests (cost $1,327,514,464)

                           

1,342,430,179

   
Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (4)

 

Value

 
   

Corporate Bonds – 28.7% (20.0% of Total Investments)

 
   

Airlines – 0.4%

 

$

4,445

   

United Airlines Inc., 144A

   

9.875

%

 

8/01/13

 

BB

 

$

4,470,003

   
  900    

United Airlines Inc., 144A

   

12.000

%

 

11/01/13

 

BB

   

906,750

   
  5,345    

Total Airlines

                           

5,376,753

   

Nuveen Investments
25



JQC

Nuveen Credit Strategies Income Fund (continued)

Portfolio of INVESTMENTS December 31, 2012

Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (4)

 

Value

 
   

Commercial Services & Supplies – 1.9%

 

$

10,000

   

Ceridian Corporation, 144A

   

8.875

%

 

7/15/19

 

B1

 

$

10,850,000

   
  8,500    

Ceridian Corporation

   

11.250

%

 

11/15/15

 

CCC

   

8,500,000

   
  6,000    

Ceridian Corporation

   

12.250

%

 

11/15/15

 

CCC

   

6,015,000

   
  24,500    

Total Commercial Services & Supplies

                           

25,365,000

   
   

Communications Equipment – 2.2%

 
  7,250    

Avaya Inc.

   

9.750

%

 

11/01/15

 

CCC+

   

6,452,500

   
  26,450    

Avaya Inc.

   

10.125

%

 

11/01/15

 

CCC+

   

23,672,750

   
  33,700    

Total Communications Equipment

                           

30,125,250

   
   

Containers & Packaging – 0.1%

 
  600    

Boise Paper Holdings Company

   

8.000

%

 

4/01/20

 

BB

   

663,000

   
   

Distributors – 1.2%

 
  8,000    

HD Supply Inc., 144A

   

8.125

%

 

4/15/19

 

B+

   

9,120,000

   
  6,650    

HD Supply Inc., 144A

   

11.500

%

 

7/15/20

 

CCC+

   

7,489,563

   
  14,650    

Total Distributors

                           

16,609,563

   
   

Diversified Telecommunication Services – 4.1%

 
  3,200    

IntelSat Bermuda Limited

   

11.250

%

 

2/04/17

 

CCC+

   

3,384,000

   
  26,200    

IntelSat Bermuda Limited

   

11.500

%

 

2/04/17

 

CCC+

   

27,837,500

   
  21,352    

Level 3 Communications Inc.

   

11.875

%

 

2/01/19

 

B-

   

24,608,180

   
  50,752    

Total Diversified Telecommunication Services

                           

55,829,680

   
   

Electric Utilities – 0.3%

 
  3,500    

Energy Future Intermediate Holding Company LLC, 144A

   

11.750

%

 

3/01/22

 

B

   

3,885,000

   
   

Electronic Equipment & Instruments – 0.1%

 
  1,200    

Kemet Corporation

   

10.500

%

 

5/01/18

 

B+

   

1,183,500

   
   

Health Care Equipment & Supplies – 4.2%

 
  4,500    

Apria Healthcare Group Inc.

   

12.375

%

 

11/01/14

 

B

   

4,455,000

   
  23,300    

Chiron Merger Sub Inc., 144A

   

10.500

%

 

11/01/18

 

B

   

24,435,875

   
  14,000    

Chiron Merger Sub Inc., 144A

   

12.500

%

 

11/01/19

 

CCC+

   

13,317,500

   
  10,500    

DJO Finance LLC / DJO Finance Corporation, 144A

   

8.750

%

 

3/15/18

 

B-

   

11,471,250

   
  3,000    

Merge Healthcare Inc.

   

11.750

%

 

5/01/15

 

B+

   

3,221,250

   
  55,300    

Total Health Care Equipment & Supplies

                           

56,900,875

   
   

Health Care Providers & Services – 2.5%

 
  14,705    

Apria Healthcare Group Inc.

   

11.250

%

 

11/01/14

 

BB

   

15,201,294

   
  600    

Aurora Diagnostics Holdings LLC

   

10.750

%

 

1/15/18

 

B3

   

528,000

   
  450    

Capella Healthcare Inc.

   

9.250

%

 

7/01/17

 

B

   

482,625

   
  2,500    

HCA Inc.

   

8.500

%

 

4/15/19

 

BB+

   

2,787,500

   
  13,000    

Iasis Healthcare Capital Corporation

   

8.375

%

 

5/15/19

 

CCC+

   

12,285,000

   
  1,500    

Tenet Healthcare Corporation

   

10.000

%

 

5/01/18

 

BB

   

1,706,250

   
  32,755    

Total Health Care Providers & Services

                           

32,990,669

   
   

Hotels, Restaurants & Leisure – 0.4%

 
  2,250    

Harrah's Operating Company, Inc.

   

11.250

%

 

6/01/17

 

B

   

2,410,313

   
  2,000    

MGM Resorts International Inc.

   

7.750

%

 

3/15/22

 

B+

   

2,140,000

   
  600    

Penn National Gaming Inc.

   

8.750

%

 

8/15/19

 

Ba2

   

684,000

   
  4,850    

Total Hotels, Restaurants & Leisure

                           

5,234,313

   
   

Household Products – 0.9%

 
  10,950    

Sprectum Brands Inc.

   

9.500

%

 

6/15/18

 

Ba3

   

12,428,250

   

Nuveen Investments
26



Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

 

Ratings (4)

 

Value

 
   

IT Services – 0.5%

 

$

2,600

   

First Data Corporation

   

9.875

%

 

9/24/15

 

B-

 

$

2,652,000

   
  3,474    

First Data Corporation

   

10.550

%

 

9/24/15

 

B-

   

3,556,453

   
  6,074    

Total IT Services

                           

6,208,453

   
   

Machinery – 0.1%

 
  1,800    

Titan International Inc.

   

7.875

%

 

10/01/17

 

B+

   

1,912,500

   
   

Media – 5.5%

 
  300    

Clear Channel Communications, Inc., 144A

   

5.500

%

 

9/15/14

 

CCC-

   

279,750

   
  5,050    

Clear Channel Communications, Inc.

   

10.750

%

 

8/01/16

 

CCC-

   

3,812,750

   
  22,000    

Clear Channel Communications, Inc.

   

11.000

%

 

8/01/16

 

CCC-

   

16,665,000

   
  8,909    

Clear Channel Communications, Inc., DD1

   

9.000

%

 

12/15/19

 

CCC+

   

8,151,735

   
  22,750    

WideOpenWest Finance Capital Corporation, 144A

   

10.250

%

 

7/15/19

 

CCC+

   

24,171,875

   
  17,950    

WMG Acquisition Group

   

11.500

%

 

10/01/18

 

B-

   

20,732,250

   
  76,959    

Total Media

                           

73,813,360

   
   

Metals & Mining – 0.1%

 
  725    

Molycorp Inc., 144A

   

10.000

%

 

6/01/20

 

B3

   

674,250

   
   

Municipal – 0.0%

 
  600    

Tops Markets

   

10.125

%

 

10/15/15

 

B+

   

633,000

   
   

Oil, Gas & Consumable Fuels – 0.3%

 
  600    

CONSOL Energy Inc.

   

8.000

%

 

4/01/17

 

BB

   

649,500

   
  600    

CONSOL Energy Inc.

   

8.250

%

 

4/01/20

 

BB

   

649,500

   
  1,200    

Genesis Energy LP

   

7.875

%

 

12/15/18

 

B

   

1,281,000

   
  1,050    

Western Refining Inc.

   

11.250

%

 

6/15/17

 

BB

   

1,148,438

   
  3,450    

Total Oil, Gas & Consumable Fuels

                           

3,728,438

   
   

Pharmaceuticals – 1.6%

 
  86    

Angiotech Pharmaceuticals Inc.

   

5.000

%

 

12/01/13

 

N/R

   

86,000

   
  1,077    

Angiotech Pharmaceuticals Inc.

   

9.000

%

 

12/01/16

 

N/R

   

1,087,770

   
  9,000    

Jaguar Holding Company I, 144A

   

9.375

%

 

10/15/17

 

CCC+

   

9,450,000

   
  9,750    

Warner Chilcott Company LLC

   

7.750

%

 

9/15/18

 

BB-

   

10,383,750

   
  19,913    

Total Pharmaceuticals

                           

21,007,520

   
   

Real Estate – 0.1%

 
  1,200    

Entertainment Properties Trust

   

7.750

%

 

7/15/20

 

Baa3

   

1,386,875

   
   

Software – 0.7%

 
  2,000    

Emdeon Incorporated

   

11.000

%

 

12/31/19

 

CCC+

   

2,310,000

   
  3,000    

Infor Us Inc.

   

11.500

%

 

7/15/18

 

B-

   

3,510,000

   
  3,375    

Infor Us Inc.

   

9.375

%

 

4/01/19

 

B-

   

3,788,438

   
  8,375    

Total Software

                           

9,608,438

   
   

Specialty Retail – 1.5%

 
  7,000     99 Cents Only Stores    

11.000

%

 

12/15/19

 

CCC+

   

7,980,000

   
  1,350    

Claires Stores, Inc.

   

9.250

%

 

6/01/15

 

CCC

   

1,257,187

   
  1,200    

Claires Stores, Inc.

   

10.500

%

 

6/01/17

 

CCC

   

1,040,999

   
  9,500    

Claires Stores, Inc., 144A

   

9.000

%

 

3/15/19

 

B

   

10,188,750

   
  19,050    

Total Specialty Retail

                           

20,466,936

   

$

376,248

   

Total Corporate Bonds (cost $376,963,353)

                           

386,031,623

   

Nuveen Investments
27



JQC

Nuveen Credit Strategies Income Fund (continued)

Portfolio of INVESTMENTS December 31, 2012

Principal
Amount (000)
 

Description (1)

 

Coupon

 

Maturity

     

Value

 
   

Short-Term Investments – 2.6% (1.8% of Total Investments)

 

$

35,291

  Repurchase Agreement with Fixed Income Clearing Corporation, dated
12/31/12, repurchase price $35,291,415, collateralized by $36,020,000
U.S. Treasury Bills, 0.000%, due 6/16/13, value $36,001,990
 

0.010

%

 

1/02/13

     

$

35,291,395

 
       

Total Short-Term Investments (cost $35,291,395)

                           

35,291,395

   
       

Total Investments (cost $1,904,823,979) – 143.7%

                           

1,933,617,296

   
       

Borrowings – (41.7)% (7), (8)

                           

(561,000,000

)

 
       

Other Assets Less Liabilities – (2.0)% (9)

                           

(26,959,843

)

 
       

Net Assets Applicable to Common Shares – 100%

                         

$

1,345,657,453

   

Investments in Derivatives as of December 31, 2012

Interest Rate Swaps outstanding:

Counterparty

  Notional
Amount
  Fund
Pay/Receive
Floating Rate
 

Floating Rate Index

 

Fixed Rate*

  Fixed Rate
Payment
Frequency
  Termination
Date
  Unrealized
Appreciation
(Depreciation) (9)
 

JPMorgan

 

$

103,075,000

   

Receive

  1-Month USD-LIBOR    

1.193

%

 

Monthly

 

3/21/14

 

$

(1,231,111

)

 

Morgan Stanley

   

103,075,000

   

Receive

  1-Month USD-LIBOR    

2.064

%

 

Monthly

 

3/21/16

   

(5,471,134

)

 
                           

$

(6,702,245

)

 

*  Annualized.

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

  (4)  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.

  (5)  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.

  (6)  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.

  (7)  Borrowings Payable as a percentage of Total Investments is 29.0%.

  (8)  The Fund segregates 100% of its eligible investments in the Portfolio of Investments as collateral for Borrowings.

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

  N/R  Not rated.

  DD1  Investment, or portion of investment, purchased on a delayed delivery basis.

  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.

  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 weighted average coupon rate is not available prior to settlement. At settlement, if still unknown, the borrower or counterparty will provide the Fund with the final weighted average coupon rate and maturity date.

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

    See accompanying notes to financial statements.

Nuveen Investments
28




Statement of

ASSETS & LIABILITIES

December 31, 2012

Assets

 

Investments, at value (cost $1,904,823,979)

 

$

1,933,617,296

   

Cash

   

1,340,935

   

Receivables:

 

Dividends

   

184,764

   

Interest

   

19,331,221

   

Investments sold

   

37,180,696

   

Matured senior loans

   

1,041,379

   

Reclaims

   

146,189

   

Other assets

   

315,918

   

Total assets

   

1,993,158,398

   

Liabilities

 

Borrowings

   

561,000,000

   

Unrealized depreciation on interest rate swaps

   

6,702,245

   

Payable for investments purchased

   

77,635,667

   

Accrued expenses:

 

Interest on borrowings

   

18,061

   

Management fees

   

1,310,217

   
Trustees fees    

243,581

   

Other

   

591,174

   

Total liabilities

   

647,500,945

   

Net assets applicable to Common shares

 

$

1,345,657,453

   

Common shares outstanding

   

136,180,708

   

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

 

$

9.88

   

Net assets applicable to Common shares consist of:

 

Common shares, $.01 par value per share

 

$

1,361,807

   

Paid-in surplus

   

1,843,360,167

   

Undistributed (Over-distribution of) net investment income

   

(13,245,643

)

 

Accumulated net realized gain (loss)

   

(507,915,757

)

 

Net unrealized appreciation (depreciation)

   

22,096,879

   

Net assets applicable to Common shares

 

$

1,345,657,453

   

Authorized shares:

 

Common

   

Unlimited

   

FundPreferred

   

Unlimited

   

See accompanying notes to financial statements.

Nuveen Investments
29



Statement of

OPERATIONS

Year Ended December 31, 2012

Investment Income

 

Dividends (net of foreign tax withheld of $259,691)

 

$

8,155,810

   

Interest

   

122,981,931

   

Other

   

328,553

   

Total investment income

   

131,466,294

   

Expenses

 

Management fees

   

15,267,762

   

Interest expense on borrowings

   

7,653,150

   

Dividends on securities sold short

   

2,500

   

Shareholder servicing agent fees and expenses

   

7,137

   

Custodian fees and expenses

   

594,250

   

Trustees fees and expenses

   

35,146

   

Professional fees

   

361,415

   

Shareholder reporting expenses

   

151,469

   

Stock exchange listing fees

   

42,825

   

Investor relations expense

   

379,728

   

Other expenses

   

93,059

   

Total expenses

   

24,588,441

   

Net investment income (loss)

   

106,877,853

   

Realized and Unrealized Gain (Loss)

 

Net realized gain (loss) from:

 

Investments and foreign currency

   

30,157,518

   

Securities sold short

   

(2,844,562

)

 

Call options written

   

4,936,415

   

Interest rate swaps

   

(2,872,297

)

 
Put options purchased    

(279,861

)

 

Change in net unrealized appreciation (depreciation) of:

 

Investments and foreign currency

   

68,849,402

   

Securities sold short

   

1,970,142

   

Call options written

   

(2,080,052

)

 

Interest rate swaps

   

(255,166

)

 

Put options purchased

   

278,611

   

Net realized and unrealized gain (loss)

   

97,860,150

   

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

 

$

204,738,003

   

See accompanying notes to financial statements.

Nuveen Investments
30



Statement of

CHANGES in NET ASSETS

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

Operations

 

Net investment income (loss)

 

$

106,877,853

   

$

74,583,956

   

Net realized gain (loss) from:

 

Investments and foreign currency

   

30,157,518

     

34,300,234

   

Securities sold short

   

(2,844,562

)

   

(395,059

)

 

Call options written

   

4,936,415

     

4,079,563

   

Interest rate swaps

   

(2,872,297

)

   

(2,276,976

)

 

Put options purchased

   

(279,861

)

   

   

Change in net unrealized appreciation (depreciation) of:

 

Investments and foreign currency

   

68,849,402

     

(130,830,545

)

 

Securities sold short

   

1,970,142

     

(126,014

)

 

Call options written

   

(2,080,052

)

   

4,843,734

   

Interest rate swaps

   

(255,166

)

   

(6,447,079

)

 

Put options purchased

   

278,611

     

(66,875

)

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

204,738,003

     

(22,335,061

)

 

Distributions to Common Shareholders

 

From net investment income

   

(109,325,873

)

   

(107,792,494

)

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

(109,325,873

)

   

(107,792,494

)

 

Capital Share Transactions

 

Common shares repurchased and retired

   

     

(7,862,456

)

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

     

(7,862,456

)

 

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

   

95,412,130

     

(137,990,011

)

 

Net assets applicable to Common shares at the beginning of period

   

1,250,245,323

     

1,388,235,334

   

Net assets applicable to Common shares at the end of period

 

$

1,345,657,453

   

$

1,250,245,323

   

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

 

$

(13,245,643

)

 

$

(21,220,049

)

 

See accompanying notes to financial statements.

Nuveen Investments
31



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

 

$

204,738,003

   
Adjustments to reconcile the net increase in net assets applicable to Common shares
from operations to net cash provided by operating activities:
 

Purchases of investments and securities sold short

   

(2,571,011,127

)

 

Proceeds from sales and maturities of investments and securities sold short

   

2,488,608,191

   

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

   

77,285,258

   

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

   

318,621

   

Proceeds from (Payments for) interest rate swap contracts

   

(2,872,297

)

 

Cash paid for call options written

   

(36,695

)

 

Amortization (Accretion) of premiums and discounts, net

   

(6,788,786

)

 

(Increase) Decrease in:

 

Deposits with brokers

   

7,207,714

   

Receivable for dividends

   

1,704,127

   

Receivable for interest

   

(9,035,201

)

 

Receivable for investments sold

   

(30,696,589

)

 

Receivable for matured senior loans

   

(328,553

)

 

Receivable for reclaims

   

35,531

   

Other assets

   

(117,431

)

 

Increase (Decrease) in:

 

Payable for dividends on securities sold short

   

(4,002

)

 

Payable for investments purchased

   

9,351,058

   
Accrued interest on borrowings    

(26,557

)

 

Accrued management fees

   

74,853

   
Accrued trustees fees    

10,524

   

Accrued other expenses

   

(49,774

)

 

Net realized (gain) loss from:

 

Investments and foreign currency

   

(30,157,518

)

 

Securities sold short

   

2,844,562

   

Call options written

   

(4,936,415

)

 

Interest rate swaps

   

2,872,297

   

Put options purchased

   

279,861

   

Change in net unrealized (appreciation) depreciation of:

 

Investments and foreign currency

   

(68,849,402

)

 

Securities sold short

   

(1,970,142

)

 

Call options written

   

2,080,052

   

Interest rate swaps

   

255,166

   

Put options purchased

   

(278,611

)

 

Net cash provided by (used in) operating activities

   

70,506,718

   

Cash Flows from Financing Activities:

 

Increase in borrowings

   

44,000,000

   

Increase (Decrease) in cash overdraft balance

   

(3,839,910

)

 

Cash distributions paid to Common shareholders

   

(109,325,873

)

 

Net cash provided by (used in) financing activities

   

(69,165,783

)

 

Net Increase (Decrease) in Cash

   

1,340,935

   

Cash at the beginning of period

   

   

Cash at the End of Period

 

$

1,340,935

   

Supplemental Disclosure of Cash Flow Information

 

Cash paid for interest on borrowings (excluding borrowing costs) was $6,781,493.

See accompanying notes to financial statements.

Nuveen Investments
32




Intentionally Left Blank

Nuveen Investments
33



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
Accumulated
Net
Realized
Gains to
Common
Share-
holders
  Return of
Capital to
Common
Share-
holders
 

Total

  Discount
from
Common
Shares
Repurchased
and Retired
 

Year Ended 12/31:

 

2012

 

$

9.18

   

$

.78

   

$

.72

   

$

   

$

   

$

1.50

   

$

(.80

)

 

$

   

$

   

$

(.80

)

 

$

   

2011

   

10.13

     

.55

     

(.72

)

   

     

     

(.17

)

   

(.79

)

   

     

     

(.79

)

   

.01

   

2010

   

9.00

     

.53

     

1.29

     

     

     

1.82

     

(.60

)

   

     

(.10

)

   

(.70

)

   

.01

   

2009

   

6.04

     

.59

     

3.01

     

*

   

     

3.60

     

(.65

)

   

     

*

   

(.65

)

   

.01

   

2008

   

12.46

     

.86

     

(6.14

)

   

(.14

)

   

     

(5.42

)

   

(.72

)

   

     

(.28

)

   

(1.00

)

   

*

 
   

FundPreferred Shares at End of Period

 

Borrowings at 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

 

$

   

$

   

$

   

$

561,000

   

$

3,399

   

2011

   

     

     

     

517,000

     

3,418

   

2010

   

     

     

     

400,000

     

4,471

   

2009

   

     

     

     

400,000

     

4,107

   

2008

   

165,800

     

25,000

     

152,182

     

224,200

     

5,502

   

(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.

(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 may take 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.

Nuveen Investments
34



       

Ratios/Supplemental Data

 
           

Total Returns

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

 

$

9.88

   

$

9.65

     

30.55

%

   

16.80

%

 

$

1,345,657

     

1.86

%

   

8.07

%

   

N/A

     

N/A

     

127

%

 

2011

   

9.18

     

8.05

     

.24

     

(1.70

)

   

1,250,245

     

1.70

     

5.44

     

1.65

%

   

5.49

%

   

37

   

2010

   

10.13

     

8.80

     

24.26

     

21.02

     

1,388,235

     

1.64

     

5.41

     

1.48

     

5.57

     

48

   

2009

   

9.00

     

7.69

     

76.23

     

63.01

     

1,242,799

     

1.75

     

8.01

     

1.48

     

8.27

     

55

   

2008

   

6.04

     

4.87

     

(49.39

)

   

(45.84

)

   

843,469

     

2.41

     

8.00

     

1.95

     

8.45

     

37

   

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

(e)  • 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 dividends expense on securities sold short and all interest expense and other costs related to borrowings, where applicable, as follows:

    Ratios of Dividends Expense
on Securities Sold Short
to Average Net Assets Applicable
to Common Shares(f)
  Ratios of Borrowings
Interest Expense
to Average Net Assets Applicable
to Common Shares
 

Year Ended 12/31:

         

2012

   

%**

   

0.58

%

 

2011

   

**

   

0.43

   

2010

   

**

   

0.40

   

2009

   

**

   

0.46

   

2008

   

0.01

     

0.83

   

(f)  Effective for periods beginning after December 31, 2011, the Fund no longer makes short sales of securities.

*  Rounds to less than $.01 per share.

**  Rounds to less than .01%.

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

See accompanying notes to financial statements.

Nuveen Investments
35




Notes to

FINANCIAL STATEMENTS

1. General Information and Significant Accounting Policies

General Information

Nuveen Credit Strategies 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 "JQC."

On December 31, 2012, the Funds' 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 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.

Portfolio Repositioning

On January 23, 2012, the Fund began the repositioning of its portfolio (the "Repositioning") as previously approved by Common shareholders during November 2011. The goal of the Repositioning was to increase the attractiveness of the Fund's Common shares and narrow the Fund's trading discount by:

•  Simplifying the Fund to focus on one of its current core portfolio strategies;

•  Positioning the Fund in a closed-end fund category that is well understood and has historically seen more consistent secondary market demand; and

•  Differentiating the Fund from similar funds, including other Nuveen closed-end funds in the same fund category.

In connection with the Repositioning, Symphony Asset Management, LLC ("Symphony"), an affiliate of the Adviser, assumed sole responsibility for managing the Fund's investment portfolio.

Upon completion of the Repositioning on April 2, 2012:

•  The Fund changed its name from Nuveen Multi-Strategy Income and Growth Fund 2. The Fund's ticker symbol remained unchanged; and

•  The Fund discontinued its managed distribution policy (in which distributions may be sourced not just from income but also from realized capital gains and, if necessary, from capital), and shifted from quarterly to monthly distributions.

Investment Objectives

The Fund's investment objective of high current income with a secondary objective of total return remained unchanged as a result of the Repositioning.

Prior to the Repositioning, the Fund met its investment objective by maintaining a portfolio exposure target of approximately 70% in income-oriented debt securities (preferred securities and fixed- and floating-rate debt including high yield debt and senior loans), and 30% in equities and equity-like securities (convertibles and domestic and international equities).

Effective with the completion of its Repositioning, the Fund meets its investment objective by investing approximately 70% of its managed assets (as defined in Footnote 7 — Management Fees and Other Transactions with Affiliates) in senior secured and second lien loans, and up to 30% of its managed assets across the capital structure of companies (including equity securities) with a primary emphasis on high yield bonds, convertible securities and other forms of income-producing securities.

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").

Nuveen Investments
36



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. Investments in investment companies are valued at their respective net asset values on the valuation date. These investment vehicles are generally classified as Level 1.

Prices of fixed-income securities, senior loans 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.

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 a 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 $65,240,524.

Nuveen Investments
37



Notes to

FINANCIAL STATEMENTS (continued)

Investment Income

Dividend income on securities purchased and dividend expense on securities sold short are 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.

Prior to the Fund's last quarterly cash distribution declared March 1, 2012, and paid April 2, 2012, the Fund made 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 would seek to maintain a stable distribution level designed to deliver the long-term return potential of the Fund's investment strategy through regular quarterly distributions (a "Managed Distribution Program"). Total distributions during a calendar year generally were 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, was distributed from the Fund's assets and was treated by shareholders as a non-taxable distribution ("Return of Capital") for tax purposes. In the event that total distributions during a calendar year exceeded the Fund's total return on net asset value, the difference would reduce net asset value per share. If the Fund's total return on net asset value exceeded total distributions during a calendar year, the excess was 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 was made after the end of the fiscal year and are reflected in the financial statements contained in the annual report as of December 31 each year.

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

Effective with the completion of the Repositioning, dividends declared to Common shareholders are declared monthly. Net realized capital gains from investment transactions, if any, are declared and distributed to shareholders at least annually. Furthermore, capital gains are distributed only to the extent they exceed available capital loss carryforwards.

Nuveen Investments
38



FundPreferred Shares

The Fund is authorized to issue auction rate preferred ("FundPreferred") shares. As of December 31, 2009, the Fund redeemed all $965,000,000 of its outstanding FundPreferred shares, at liquidation value.

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. Investments 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, futures, options purchased, options written and swaps 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, futures, options purchased, options written and swaps are recognized as a component of "Change in net unrealized appreciation (depreciation) of forward foreign currency exchange contracts, futures, put options purchased, call options written and interest rate swaps," respectively, on the Statement of Operations, when applicable.

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 fiscal period is recognized on the Statement of Operations as a component of "Other income" or "Other expenses," respectively, when applicable.

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. 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 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 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.

Nuveen Investments
39



Notes to

FINANCIAL STATEMENTS (continued)

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*

 

$

226,765,000

   

*  The average notional amount is calculated based on the outstanding notional amount 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, in an attempt to manage such risk. The purchase of put 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 put 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, and prior to the Repositioning, the Fund wrote call options on individual stocks held in its portfolio to enhance returns while foregoing some upside potential, and held put options on a single stock to benefit in the event its price declined. The Fund did not purchase call options or write put options during the fiscal year ended December 31, 2012.

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

Average notional amount of put options purchased*

 

$

500,000

   

Average notional amount of call options written*

 

$

(16,810,300

)

 

*  The average notional amount is calculated based on the outstanding notional amount 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 and Footnote 5—Investment Transactions for further details on options activity.

Short Sales

Prior to the Repositioning, the Fund was authorized to make short sales of securities. To secure its obligation to deliver securities sold short, the Fund had instructed the custodian to segregate assets of the Fund, which were then held at the applicable broker, as collateral with an equivalent amount of the securities sold short. The collateral required was determined by reference to the market value of the short positions and was recognized as a component of "Deposits with brokers" on the Statement of Assets and Liabilities. The Fund was obligated to pay to the party to which the securities were sold short, dividends declared on the stock by

Nuveen Investments
40



the issuer and recognized such amounts as "Dividends on securities sold short" on the Statement of Operations. Short sales were valued daily with the corresponding unrealized gains or losses are recognized as a component of "Change in net unrealized appreciation (depreciation) of securities sold short" on the Statement of Operations.

Liabilities for securities sold short were reported at market value in the financial statements. Short sale transactions resulted in off-balance sheet risk because the ultimate obligation may exceed the related amounts shown on the Statement of Assets and Liabilities. The Fund incurred a loss if the price of the security increased between the date of the short sale and the date on which the Fund replaced the borrowed security. The Fund's loss on a short sale was potentially unlimited because there was no upward limit on the price a borrowed security could attain. The Fund realized a gain if the price of the security declined between those dates. Gains and losses from securities sold short are recognized as a component of "Net realized gain (loss) from securities sold short" on the Statement of Operations.

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 a 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

Nuveen Investments
41



Notes to

FINANCIAL STATEMENTS (continued)

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 Stocks

 

$

168,340,355

   

$

   

$

   

$

168,340,355

   

$25 Par (or similar) Preferred Securities

   

1,523,744

     

     

     

1,523,744

   

Variable Rate Senior Loan Interests

   

     

1,342,430,179

     

     

1,342,430,179

   

Corporate Bonds

   

     

386,031,623

     

     

386,031,623

   

Short-Term Investments:

 

Repurchase Agreements

   

     

35,291,395

     

     

35,291,395

   

Derivatives:

 

Interest Rate Swaps**

   

     

(6,702,245

)

   

     

(6,702,245

)

 

Total

 

$

169,864,099

   

$

1,757,050,952

   

$

   

$

1,926,915,051

   

*  Refer to the Fund's Portfolio of Investments for industry classifications.

**  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
42



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

 

Interest Rate

  Swaps
 

 

$

  Unrealized depreciation
on interest rate swaps
 

$

(6,702,245

)

 

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

 

$

4,936,415

   

Net Realized Gain (Loss) from Interest Rate Swaps

 

Risk Exposure

 

Interest Rate

 

$

(2,872,297

)

 

Net Realized Gain (Loss) from Put Options Purchased

 

Risk Exposure

 

Equity Price

 

$

(279,861

)

 

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

 

Risk Exposure

 

Equity Price

 

$

(2,080,052

)

 

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

 

Risk Exposure

 

Interest Rate

 

$

(255,166

)

 

Change in Net Unrealized Appreciation (Depreciation) of Put Options Purchased

 

Risk Exposure

 

Equity Price

 

$

278,611

   

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

   

     

(895,697

)

 

Weighted average:

 

Price per Common share repurchased and retired

 

$

   

$

8.76

   

Discount per Common share repurchased and retired

   

%

   

13.77

%

 

5. Investment Transactions

Purchases and sales (including maturities and proceeds from securities sold short, but excluding short-term investments and derivative transactions) during the fiscal year ended December 31, 2012, aggregated $2,571,011,127 and 2,488,608,191, respectively.

Nuveen Investments
43



Notes to

FINANCIAL STATEMENTS (continued)

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

   

27,753

   

$

4,975,697

   

Call options written

   

     

   

Call options terminated in closing purchase transactions

   

(7,510

)

   

(136,517

)

 

Call options exercised

   

(7,845

)

   

(2,117,647

)

 

Call options expired

   

(12,398

)

   

(2,721,533

)

 

Call options outstanding, end of period

   

   

$

   

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 the recognition of premium amortization, timing differences in the recognition of income on real estate investment trust ("REIT") investments 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

 

$

1,919,214,751

   

Gross unrealized:

 

Appreciation

 

$

42,221,986

   

Depreciation

   

(27,819,441

)

 

Net unrealized appreciation (depreciation) of investments

 

$

14,402,545

   

Permanent differences, primarily due to treatment of notional principal contracts, tax basis earnings and profits adjustments, complex securities character adjustments, adjustments for REITs, adjustments for passive foreign investment companies, and foreign currency reclasses, 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

 

$

(6,071,398

)

 

Undistributed (Over-distribution of) net investment income

   

10,422,426

   

Accumulated net realized gain (loss)

   

(4,351,028

)

 

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 *

 

$

109,325,873

   

Distributions from net long-term capital gains

   

   

Nuveen Investments
44



2011

     

Distributions from net ordinary income *

 

$

107,792,494

   

Distributions from net long-term capital gains

   

   

*  Net ordinary income consists of net taxable income derived from dividends, 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

 

$

202,598,007

   

December 31, 2017

   

289,143,715

   

December 31, 2018

   

8,513,146

   

Total

 

$

500,254,868

   

During the Fund's tax year ended December 31, 2012, the Fund utilized capital loss carryforwards as follows:

Utilized capital loss carryforwards

 

$

28,752,215

   

Under the Regulated Investment Modernization Act of 2010, capital losses incurred by the Fund after December 21, 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 by the Fund.

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

 

$

6,533,350

   

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.

Prior to the Repositioning, the annual fund-level fee for the Fund, payable monthly, was 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

   

Effective January 23, 2012, the annual fund-level fee for the Fund, payable monthly, is calculated according to the following schedule:

Average Daily Managed Assets*

 

Fund-Level Fee Rate

 

For the first $500 million

   

.6800

%

 

For the next $500 million

   

.6550

   

For the next $500 million

   

.6300

   

For the next $500 million

   

.6050

   

For managed assets over $2 billion

   

.5800

   

Nuveen Investments
45



Notes to

FINANCIAL STATEMENTS (continued)

The annual complex-level fee for the Fund, 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 strategy advisory and administrative services and general office facilities. The Adviser is responsible for the Fund's overall strategy and asset allocation decisions.

Prior to the Repositioning, the Adviser had entered into sub-advisory agreements with Spectrum Asset Management, Inc. ("Spectrum"), Symphony and Tradewinds Global Investors, LLC ("Tradewinds"). Symphony and Tradewinds are both affiliates of Nuveen. Spectrum managed the portion of the Fund's investment portfolio allocated to preferred securities. Symphony managed the portion of the Fund's investment portfolio allocated to debt securities and certain equity investments. Tradewinds managed the portion of the Fund's investment portfolios allocated to global equities, common stocks sold short and options strategies. The Adviser is responsible for overseeing the Fund's investments in interest rate swap contracts. Each sub-adviser was compensated for its services to the Fund from the management fees paid to the Adviser. Spectrum also received compensation on certain portfolio transactions providing brokerage services to the Fund. During the fiscal year ended December 31, 2012, the Fund paid Spectrum commissions of $229,352.

Subsequent to the Repositioning, the Adviser continued its sub-advisory agreement with Symphony under which Symphony now manages the investment portfolio of the Fund's. The Adviser continues to be responsible for overseeing the Fund's investments in interest rate swap contracts. Symphony continues to be compensated for its 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.

Nuveen Investments
46



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.

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, the Fund had no such outstanding participation commitments.

9. Borrowing Arrangements

The Fund has entered into a $542 million (maximum commitment amount) prime brokerage facility ("Original Borrowings") with BNP Paribas Prime Brokerages, Inc. ("BNP") as a means of financial leverage. Interest was charged on the Original Borrowings at 3-Month LIBOR (London Inter-Bank Offered Rate) plus .85% on the amount borrowed and .50% on the undrawn balance. Effective January 9, 2012, interest charged on the amount borrowed changed from 3-Month LIBOR plus .95% to 3-Month LIBOR plus .85%. All other terms remain unchanged. On January 19, 2012, the Fund terminated its Original Borrowings with BNP.

On January 20, 2012, the Fund entered into a $540 million (maximum commitment amount) senior committed secured 364-day revolving line of credit ("Current Borrowings"), renewable annually, with Bank of America N.A. ("Bank of America"). On June 28, 2012, the Fund amended the Current Borrowings with Bank of America and increased its maximum commitment amount from $540 million to $585 million. On September 28, 2012, the Fund increased its maximum commitment amount from $585 million to $630 million. Interest is charged on the Current Borrowings at a rate per annum equal to the greater of (a) the Federal Funds Rate plus .50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate" or (c) the British Bankers Association LIBOR Rate ("BBA LIBOR") plus 1.00%. The Fund also accrues a commitment fee of .25% per annum on the maximum commitment amount. The Fund also incurred a one-time upfront arrangement fee and a one-time .06% amendment fee on the increased maximum commitment amount, both of which were fully expensed during the current reporting period.

During the fiscal year ended December 31, 2012, the combined average daily balance outstanding and interest rate on these borrowings were $542.1 million and 1.26%, respectively.

In order to maintain the Current Borrowings, the Fund must meet certain collateral, asset coverage and other requirements. Borrowings outstanding are fully secured by securities held in the Fund's portfolio of investments.

Borrowings outstanding are recognized as "Borrowings" on the Statement of Assets and Liabilities. Interest charged on the amount borrowed and undrawn balance, commitment fees, the one-time arrangement fee and one-time amendment fee are each recognized 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.

11. Subsequent Events

Fiscal Year End Change

Effective January 1, 2013, the Fund's fiscal year ended changed from December 31 to July 31, as previously approved by the Fund's Board of Trustees.

Nuveen Investments
47




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
48



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
49



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
50



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
51



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
52



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.

•  CSFB Leveraged Loan Index: A representative, unmanaged index of tradable, senior, U.S. dollar-denominated leveraged loans. Index returns assume reinvestment of distributions, but do not include the effects of any applicable sales charges or management fees.

•  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.

•  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 a Fund. Both of these are part of a 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.

Nuveen Investments
53



Notes

Nuveen Investments
54




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 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

 

JQC

   

4.62

%

   

5.22

%

 

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.

Fund

  Common
Shares
Repurchased
 

JQC

   

   

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

Nuveen Investments
55



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-L-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 Credit Strategies 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

 

$

27,000

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

Percentage approved pursuant to pre-approval exception

 

0

%

0

%

0

%

0

%

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

$

26,600

 

$

0

 

$

6,565

 

$

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

 

$

0

 

$

0

 

$

0

 

$

0

 

December 31, 2011

 

$

6,565

 

$

0

 

$

0

 

$

6,565

 

 

“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 Symphony Asset Management, LLC (“Symphony” or “Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services.  As part of these services, the Adviser has delegated to the Sub-Adviser the full responsibility for proxy voting on securities held in the registrant’s portfolio and related duties in accordance with the Sub-Adviser’s policies and procedures.  The Adviser periodically monitors the Sub-Adviser’s voting to ensure that it is carrying out its duties.  The Sub-Adviser’s proxy voting policies and procedures are summarized as follows:

 

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 Symphony Asset Management, LLC (“Symphony” or “Sub-Adviser”) as Sub-Adviser to provide discretionary investment advisory services.  The following section provides information on the portfolio managers at the Sub-Adviser:

 

SYMPHONY

 

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

 

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.

 

Sutanto Widjaja

 

Mr. Widjaja is a member of Symphony’s fixed-income team and his responsibilities include portfolio management for Nuveen Credit Strategies Income Fund and other related strategies. Prior to joining Symphony in 2003, Mr. Widjaja was Manager of Finance at WineShopper.com, an Analyst in investment banking at Robertson, Stephens & Company, and an Analyst at Accenture. He formerly served on the board of the San Francisco Public Health Foundation. Mr. Widjaja received an MBA from the Stanford Graduate School of Business and a BS in electrical engineering and computer science from the University of California, Berkeley.

 



 

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

 

Other Accounts Managed by Symphony PMs

As of 12/31/12

 

 

 

Gunther Stein

 

Sutanto Widjaja

 

(a) RICs

 

 

 

 

 

Number of accts

 

16

 

0

 

Assets

 

$

1,521,453,278

 

$

0

 

 

 

 

 

 

 

(b) Other pooled accts

 

 

 

 

 

Non-performance fee accts

 

 

 

 

 

Number of accts

 

15

 

3

 

Assets

 

$

116,013,700

 

$

4,058,505

 

Performance fee accts

 

 

 

 

 

Number of accts

 

17

 

2

 

Assets

 

$

1,795,027,488

 

$

53,024,810

 

 

 

 

 

 

 

(c) Other

 

 

 

 

 

Non-performance fee accts

 

 

 

 

 

Number of accts

 

9

 

1

 

Assets

 

$

72,169,856

 

$

213,226

 

Performance fee accts

 

 

 

 

 

Number of accts

 

5

 

4

 

Assets

 

$

293,034,463

 

$

272,597,378

 

 

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 managers are 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 managers, 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 JQC SECURITIES AS OF DECEMBER 31, 2012

 

Name of Portfolio
Manager

 

None

 

$1 -
$10,000

 

$10,001-
$50,000

 

$50,001-
$100,000

 

$100,001-
$500,000

 

$500,001-
$1,000,000

 

Over
$1,000,000

Gunther Stein

 

X

 

 

 

 

 

 

 

 

 

 

 

 

Sutanto Widjaja

 

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 Credit Strategies 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