485BXT 1 d485bxt.htm NUVEEN INVESTMENT TRUST Nuveen Investment Trust

As filed with the Securities and Exchange Commission on or about July 22, 2008

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form N-1A

 

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
   ¨
Registration No. 333-03715     
Pre-Effective Amendment No.       ¨
Post-Effective Amendment No. 53    x
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
   ¨
Registration No. 811-07619
Amendment No. 55
   x

 

 

Nuveen Investment Trust

(Exact name of Registrant as Specified in Declaration of Trust)

 

333 West Wacker Drive, Chicago, Illinois    60606
(Address of Principal Executive Offices)    (Zip Code)

Registrant’s Telephone Number, including Area Code: (312) 917-7700

 

Kevin J. McCarthy

Vice President and Secretary

333 West Wacker Drive

Chicago, Illinois 60606

(Name and Address of Agent for Service)

  

Copies to:

Eric F. Fess

Chapman and Cutler LLP

111 West Monroe Street

Chicago, Illinois 60603

Approximate Date of Proposed Public Offering: As soon as practicable after effectiveness.

It is proposed that this filing will become effective (check appropriate box):

 

¨    Immediately upon filing pursuant to paragraph (b)   ¨    on (date) pursuant to paragraph (a)(1)
x    on August 1, 2008 pursuant to paragraph (b)   ¨    75 days after filing pursuant to paragraph (a)(2)
¨    60 days after filing pursuant to paragraph (a)(1)   ¨    on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

x This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 


CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 53

This Post-Effective Amendment to the Registration Statement comprises the following papers and contents:

 

The Facing Sheet   
Part A—Prospectus for Nuveen Growth Allocation Fund and Nuveen Moderate Allocation Fund   
Part B—Statement of Additional Information for Nuveen Growth Allocation Fund and Nuveen Moderate Allocation Fund   
Part C—Other Information   
Signatures   
Index to Exhibits   
Exhibits   

 


 

Nuveen Investments

Asset Allocation Funds

 

 

PROSPECTUS     AUGUST 1, 2008

 

For Investors Seeking Attractive Long-Term Total Return.

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Nuveen Growth Allocation Fund

Nuveen Moderate Allocation Fund

 

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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Table of Contents

Section 1    The Funds     
This section provides you with an overview of the funds, including investment objectives, risk factors, expense information and historical performance information.   
Introduction    1
Nuveen Growth Allocation Fund    2
Nuveen Moderate Allocation Fund    6
Section 2    How We Manage Your Money   
This section gives you a detailed discussion of our investment and risk management strategies.   
Who Manages the Funds    10
What Securities We Invest In    11
How We Select Investments    12
What the Risks Are    13
How We Manage Risk    18
Section 3    How You Can Buy and Sell Shares   
This section provides the information you need to move money into or out of your account.   
What Share Classes We Offer    19
How to Reduce Your Sales Charge    21
How to Buy Shares    22
Special Services    23
How to Sell Shares    25
Section 4    General Information   
This section summarizes the funds’ distribution policies and other general fund information.   
Dividends, Distributions and Taxes    27
Distribution and Service Plans    29
Net Asset Value    30
Frequent Trading    31
Fund Service Providers    32
Section 5    Financial Highlights   
This section provides the funds’ financial performance.    33
Section 6    Glossary of Investment Terms   
This section provides definitions for certain terms in the prospectus.    35
Appendix A    Underlying Funds    37


August 1, 2008

Section 1    The Funds

Nuveen Growth Allocation Fund

Nuveen Moderate Allocation Fund

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This prospectus is intended to provide important information to help you evaluate whether one of the Nuveen Mutual Funds listed above may be right for you. Please read it carefully before investing and keep it for future reference.

NOT FDIC OR GOVERNMENT INSUREDMAY LOSE VALUENO BANK GUARANTEE

 

Section 1    The Funds

 

1


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Nuveen Growth Allocation Fund

 

Fund Overview

 

 

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Investment Objective

The investment objective of the fund is to provide attractive long-term total return with a growth risk profile.

 

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How the Fund Pursues Its Objective

The fund is a “fund of funds” that invests principally in shares of other registered investment companies, including open-end mutual funds and exchange-traded funds (the “Underlying Funds”). The fund’s investments are focused in the Underlying Funds, so the fund’s investment performance is directly related to the performance of the Underlying Funds.

Nuveen Asset Management (“NAM”), the fund’s investment adviser, has selected Richards & Tierney, Inc. (“R&T”), an affiliate of NAM, to serve as sub-adviser to the fund. R&T allocates the fund’s assets among broad asset classes by investing in a combination of the Underlying Funds. The Underlying Funds, in turn, invest in a variety of U.S. and non-U.S. equity and fixed income securities. The fund will have a strategic allocation between equity and fixed income investments that correlates with the fund’s risk profile. R&T will adjust portfolio allocations from time to time consistent with the fund’s risk profile in its effort to produce performance consistent with its investment objective.

The fund invests principally in Underlying Funds within the Nuveen family of funds (the “Nuveen Underlying Funds”). The list set forth in Appendix A to this prospectus represents those Underlying Funds that are currently available for investment by the fund. With NAM’s approval, R&T may add to the list of potential Underlying Funds without prior approval of or prior notice to shareholders.

 

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What Are the Risks of Investing in the Fund?

Because the fund’s assets are invested primarily in shares of the Underlying Funds, the fund’s investment performance and risks are directly related to the investment performance and risks of the Underlying Funds. An investment in the Underlying Funds involves risk, and the fund could lose money on its investment in the Underlying Funds. There can be no assurance that the Underlying Funds will achieve their investment objectives. The fund and the Underlying Funds have operating expenses, and you will bear not only your share of the fund’s expenses, but also the fund’s proportional share of the expenses of the Underlying Funds. In selecting among the Underlying Funds, R&T is subject to potential conflicts of interest when allocating (i) between Nuveen Underlying Funds, which pay management fees to affiliates of R&T, and non-Nuveen Underlying Funds, which do not, and (ii) among Nuveen Underlying Funds, as management fees are higher for some Nuveen Underlying Funds than others; however, R&T seeks to allocate among those Nuveen Underlying Funds (when available) that best satisfy the fund’s strategic allocation among asset classes consistent with the fund’s risk profile.

In summarizing the risks of the Underlying Funds below, the fund has organized the discussion into those risks typically associated with Underlying Funds that invest in equity securities (“Equity Funds”), those risks typically associated with Underlying Funds that invest in fixed income securities (“Fixed Income Funds”) and those risks generally associated with both types of Underlying Funds. The risks associated with either Equity Funds or Fixed Income Funds will have a greater or lesser impact on the risk associated with investment in the fund depending on the extent to which the fund invests in the asset class represented by such Funds.

To the extent that the returns of certain Underlying Funds are uncorrelated, the risks assumed when investing in such Underlying Funds may not be cumulative. R&T’s asset allocation strategy seeks to take advantage of this dynamic to optimize the return of the fund relative to the fund’s risk profile.

Equity Funds

Equity Market Risk—Equity market risk is the risk that market values of equity securities owned by the Underlying Funds will fall in value. The value of equity securities will rise and fall in response to the activities of the companies that issued them, general market conditions and/or economic conditions. These risks are greater for small and medium market capitalization companies because they tend to have more limited product lines, markets and financial resources and may be dependent on a smaller management group than larger, more established companies. These companies are also typically less liquid than larger capitalization companies. As a result, certain equity securities may be difficult or impossible to sell at the time or price that an Underlying Fund would like.

Style-Specific Risk—Different types of equity securities tend to shift in and out of favor depending on market and economic conditions. Underlying Funds that emphasize a growth style of investing often seek companies experiencing high rates of current growth; such companies may be more volatile than other types of investments. Underlying Funds that emphasize a value style of investing often seek undervalued companies with characteristics for improved valuations; such companies are subject to the risk that the valuations never improve.

Sector Risk—Most of the Underlying Funds do not concentrate their investments in specific economic sectors, although some may from time to time emphasize certain sectors over others. Certain other Underlying Funds do concentrate their investments in specific economic sectors. To the extent an Underlying Fund invests a significant portion of its assets in equity securities of companies in the same economic sector, such Underlying Fund is more susceptible to economic, political, regulatory and other occurrences influencing that sector.

 

Section 1    The Funds

 

2


 

Fixed Income Funds

Interest Rate Risk—Interest rate risk is the risk that interest rates will rise, causing bond prices and an Underlying Fund’s value to fall.

Credit Risk—Credit risk is the risk that a bond issuer will default or be unable to pay principal and interest when due; lower rated bonds generally carry greater credit risk.

Equity and Fixed Income Funds

Non-U.S. Risk—Certain of the Underlying Funds are exposed to the risks associated with securities of non-U.S. companies. Non-U.S. risk is the risk that non-U.S. securities will be more volatile than U.S. securities due to such factors as adverse economic, currency, political, social or regulatory developments in a country, including government seizure of assets, excessive taxation, limitations on the use or transfer of assets, the lack of liquidity or regulatory controls or differing legal and/or accounting standards. Emerging markets are generally more volatile than countries with more mature economies.

Currency Risk—The Underlying Funds that invest in non-U.S. securities are exposed to currency risk, which is the risk that the value of an Underlying Fund’s portfolio will be more volatile due to the impact that changes in non-U.S. currency exchange rates will have on an Underlying Fund’s investments in non-U.S. securities.

Derivatives Risk—Certain of the Underlying Funds are exposed to the risks associated with using derivative instruments. In general terms, a derivative instrument’s value depends on (or is derived from) the value of an underlying asset, interest rate or index. Derivative instruments involve risks different from direct investments in underlying securities. These risks include imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid.

Non-Diversification Risk—Certain Underlying Funds are classified as non-diversified funds, which means that they may invest a greater portion of their assets in a more limited number of issuers than diversified funds. As a result, such Underlying Funds may be subject to greater risk than diversified funds.

As with any mutual fund investment, loss of money is a risk of investing.

 

LOGO

Is This Fund Right For You?

This fund may be right for you if you are seeking:

 

  Ÿ  

long-term total return;

 

  Ÿ  

diversification across broad asset classes, including exposure to both U.S. and non-U.S. securities; or

 

  Ÿ  

to meet long-term financial goals.

You should not invest in this fund if you are:

 

  Ÿ  

unwilling to accept share price fluctuation, including the possibility of price declines;

  Ÿ  

unwilling to accept the risks associated with investing in non-U.S. securities; or

 

  Ÿ  

investing to meet short-term financial goals.

How the Fund Has Performed

 

The chart and table that follow illustrate annual fund calendar year returns for each of the past three years as well as average annual fund and index returns for the one-year and since inception periods ended December 31, 2007. This information is intended to help you assess the variability of fund returns (and consequently, the potential rewards and risks of a fund investment). The information also shows how the fund’s performance compares with the returns of broad measures of market performance and a peer group of funds with similar investment objectives.

Returns before taxes do not reflect the effects of any income or capital gains taxes. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of any state or local tax. After-tax returns are shown for Class A shares only; after-tax returns for Class B, C, R3 and I shares will vary. Returns after taxes on distributions reflect the taxed return on the payment of dividends and capital gains. Returns after taxes on distributions and sale of shares assume you sold your shares at period end, and, therefore, are also adjusted for any capital gains or losses incurred. Returns for market indices do not include expenses, which are deducted from fund returns, or taxes.

Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts such as individual retirement accounts (IRAs) or employer-sponsored retirement plans.

Past performance does not necessarily indicate future performance.

Total Returns1

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Section 1    The Funds

 

3


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Nuveen Growth Allocation Fund (continued)

 

During the three-year period ended December 31, 2007, the highest and lowest quarterly returns were 7.42% and –3.61%, respectively, for the quarters ended December 31, 2006 and December 31, 2007. The bar chart and highest/lowest quarterly returns do not reflect sales charges, which would reduce returns, while the Average Annual Total Return table does reflect sales charges.

 

   

Average Annual Total Returns
for the Periods Ended
December 31, 2007

Class   1 Year   

Since Inception

(December 9, 2004)

Class A (Offer)

  –1.22%    9.73%

Class B

  0.08%    10.24%

Class C

  4.02%    11.06%

Class R32

  N/A    N/A

Class I3

  5.04%    12.15%

Class A (Offer) Returns:

    

After Taxes on Distributions

  –2.78%    8.90%

After Taxes on Distributions and
Sale of Shares

  –0.34%    8.06%

MSCI World Value Index4

  4.09%    14.26%

MSCI World Index4

  11.66%    15.48%

Growth Allocation Composite4

  5.59%    8.27%

S&P 500 Index4

  5.49%    9.15%

Lipper Peer Group4

  8.20%    13.49%

Lehman Brothers U.S. Aggregate Bond Index4

  6.96%    4.56%

Citigroup 3-Month U.S. Treasury Bill Index4

  4.74%    4.16%

What Are the Costs of Investing?

 

 

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This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Transaction Expenses5

 

Paid Directly From Your Investment

 

Share Class   A     B     C     R32   I3
Maximum Sales Charge Imposed on Purchases   5.75% 6   None     None     None   None
Maximum Sales Charge Imposed on Reinvested Dividends   None     None     None     None   None
Exchange Fees   None     None     None     None   None
Deferred Sales Charge7   None 8   5% 9   1% 10   None   None

 

Annual Fund Operating Expenses

 

Paid From Fund Assets

 

Share Class   A   B   C   R32   I3
Management Fees11   0.15%   0.15%   0.15%   0.15%   0.15%
12b-1 Distribution and Service Fees12   0.25%   1.00%   1.00%   0.50%  
Other Expenses11   0.54%   0.54%   0.54%   0.54%   0.54%
Underlying Fund Fees and Expenses13   0.77%   0.77%   0.77%   0.77%   0.77%
Total Annual Fund Operating Expenses—Gross11,14   1.71%   2.46%   2.46%   1.96%   1.46%
Fee Waivers and Expense Reimbursements11   (0.01%)   (0.01%)   (0.01%)   (0.01%)   (0.01%)
Total Annual Fund Operating Expenses—Net11   1.70%   2.45%   2.45%   1.95%   1.45%

The following example is intended to help you compare the cost of investing in the fund with the costs of investing in other mutual funds. The example assumes you invest $10,000 in the fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example assumes that your investment has a 5% return each year and that Total Annual Fund Operating Expenses are 0.68% through October 31, 2011 and 0.69% after October 31, 2011 (excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, Underlying Fund fees and expenses and extraordinary expenses). Your actual returns and costs may be higher or lower.

 

    Redemption   No Redemption
Share Class   A   B   C   R32   I3   A   B   C   R32   I3
1 Year   $ 738   $ 648   $ 248   $ 198   $ 148   $ 738   $ 248   $ 248   $ 198   $ 148
3 Years   $ 1,080   $ 1,064   $ 764   $ 612   $ 459   $ 1,080   $ 764   $ 764   $ 612   $ 459
5 Years   $ 1,447   $ 1,407   $ 1,307   $ 1,054   $ 794   $ 1,447   $ 1,307   $ 1,307   $ 1,054   $ 794
10 Years   $ 2,476   $ 2,609   $ 2,794   $ 2,282   $ 1,743   $ 2,476   $ 2,609   $ 2,794   $ 2,282   $ 1,743

 

  1.   Effective August 1, 2008, the fund adopted a new investment strategy and changed its name from the Nuveen Global Value Fund to the Nuveen Growth Allocation Fund. The performance data included reflects the performance of the fund prior to these changes. The Class A year-to-date return on net asset value as of 3/31/2008 was –7.38%.
  2.   Class R3 shares may be purchased only by qualified investors. See “How You Can Buy and Sell Shares.” Performance figures for Class R3 shares will be included in future prospectuses.
  3.   Class I shares, formerly named Class R shares, may be purchased only under limited circumstances, or by specified classes of investors. See “How You Can Buy and Sell Shares.”
  4.   Given the change in the fund’s investment strategy and name, NAM believes that the Growth Allocation Composite, S&P 500 Index, Lehman Brothers U.S. Aggregate Bond Index and Citigroup 3-Month U.S. Treasury Bill Index are more appropriate broad-based benchmarks for

 

Section 1    The Funds

 

4


 

 

the fund than the MSCI World Value Index and MSCI World Index. NAM also believes that another Lipper Peer Group would be an appropriate comparison for the fund. Accordingly, the fund will only show the Growth Allocation Composite, S&P 500 Index, the appropriate Lipper Peer Group, Lehman Brothers U.S. Aggregate Bond Index and Citigroup 3-Month U.S. Treasury Bill Index in future prospectuses. Index returns assume reinvestment of dividends, but do not include any brokerage commissions, sales charges or other fees. You cannot invest directly in an index. See “Glossary of Investment Terms” for index descriptions.

  5.   As a percent of offering price unless otherwise noted. Financial intermediaries may charge additional fees for shareholder transactions or for advisory services. Please see their materials for details.
  6.   Reduced Class A sales charges apply to purchases of $50,000 or more. See “How You Can Buy and Sell Shares.”
  7.   As a percentage of the lesser of purchase price or redemption proceeds.
  8.   Certain Class A purchases at net asset value of $1 million or more may be subject to a contingent deferred sales charge (“CDSC”) if redeemed within 12 months of purchase. See “How You Can Buy and Sell Shares.”
  9.   Class B shares may be purchased only under limited circumstances. See “How You Can Buy and Sell Shares.” Class B shares redeemed within six years of purchase are subject to a CDSC of 5% during the first year, 4% during the second and third years, 3% during the fourth, 2% during the fifth and 1% during the sixth year.
10.   Class C shares redeemed within one year of purchase are subject to a 1% CDSC.
11.   Management Fees, Other Expenses, Fee Waivers and Expense Reimbursements, and Total Annual Fund Operating Expenses have been restated to reflect current expenses as if such expenses had been in effect during the previous fiscal year. The information has been restated to better reflect anticipated expenses of the fund.
12.   Long-term holders of Class B, C and R3 shares may pay more in Rule 12b-1 fees and CDSCs (Class B and C shares only) than the economic equivalent of the maximum front-end sales charge permitted under the Financial Industry Regulatory Authority Conduct Rules.
13.   In addition to its operating expenses, the fund indirectly pays its pro-rata share of the expenses incurred by the Underlying Funds. “Underlying Fund Fees and Expenses” is an estimated annualized expense ratio of the Underlying Funds based upon: (i) R&T’s anticipated initial allocation of the fund’s assets among the Underlying Funds; and (ii) the historical expense ratios of the Underlying Funds based upon their most recent fiscal period, which reflect expense reimbursements from the investment adviser to certain Underlying Funds. The actual indirect expenses incurred by a shareholder will vary based upon the fund’s actual allocation of its assets to the various Underlying Funds and the actual expenses of the Underlying Funds. Certain Underlying Funds are subject to expense limitations that are in effect for varying periods or that may be terminated at any time by the investment adviser of such Underlying Funds. The fund only invests in shares of the Underlying Funds that do not incur sales loads or Rule 12b-1 fees. The total annual operating expenses (after expense reimbursements from the investment adviser to certain Underlying Funds) for shares of the Underlying Funds in which the fund initially intends to invest range from 0.20% to 1.33% of average daily net assets.
14.   NAM has agreed to waive fees and reimburse expenses through October 31, 2011 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, Underlying Fund fees and expenses, and extraordinary expenses) do not exceed 0.68% of the average daily net assets of any class of fund shares. Total Annual Fund Operating Expenses are also subject to possible further reductions as a result of a reduction in custodian fees and expenses based on an arrangement the fund has with the custodian bank whereby certain custodian fees and expenses are reduced by credits earned on the fund’s cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments.

 

Section 1    The Funds

 

5


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Nuveen Moderate Allocation Fund

 

Fund Overview

 

 

LOGO

Investment Objective

The investment objective of the fund is to provide attractive long-term total return with a moderate risk profile.

 

LOGO

How the Fund Pursues Its Objective

The fund is a “fund of funds” that invests principally in shares of other registered investment companies, including open-end mutual funds and exchange-traded funds (the “Underlying Funds”). The fund’s investments are focused in the Underlying Funds, so the fund’s investment performance is directly related to the performance of the Underlying Funds.

Nuveen Asset Management (“NAM”), the fund’s investment adviser, has selected Richards & Tierney, Inc. (“R&T”), an affiliate of NAM, to serve as sub-adviser to the fund. R&T allocates the fund’s assets among broad asset classes by investing in a combination of the Underlying Funds. The Underlying Funds, in turn, invest in a variety of U.S. and non-U.S. equity and fixed income securities. The fund will have a strategic allocation between equity and fixed income investments that correlates with the fund’s risk profile. R&T will adjust portfolio allocations from time to time consistent with the fund’s risk profile in its effort to produce performance consistent with its investment objective.

The fund invests principally in Underlying Funds within the Nuveen family of funds (the “Nuveen Underlying Funds”). The list set forth in Appendix A to this prospectus represents those Underlying Funds that are currently available for investment by the fund. With NAM’s approval, R&T may add to the list of potential Underlying Funds without prior approval of or prior notice to shareholders.

 

LOGO

What Are the Risks of Investing in the Fund?

Because the fund’s assets are invested primarily in shares of the Underlying Funds, the fund’s investment performance and risks are directly related to the investment performance and risks of the Underlying Funds. An investment in the Underlying Funds involves risk, and the fund could lose money on its investment in the Underlying Funds. There can be no assurance that the Underlying Funds will achieve their investment objectives. The fund and the Underlying Funds have operating expenses, and you will bear not only your share of the fund’s expenses, but also the fund’s proportional share of the expenses of the Underlying Funds. In selecting among the Underlying Funds, R&T is subject to potential conflicts of interest when allocating (i) between Nuveen Underlying Funds, which pay management fees to affiliates of R&T, and non-Nuveen Underlying Funds, which do not, and (ii) among Nuveen Underlying Funds, as management fees are higher for some Nuveen Underlying Funds than others; however, R&T seeks to allocate among those Nuveen Underlying Funds (when available) that best satisfy the fund’s strategic allocation among asset classes consistent with the fund’s risk profile.

In summarizing the risks of the Underlying Funds below, the fund has organized the discussion into those risks typically associated with Underlying Funds that invest in equity securities (“Equity Funds”), those risks typically associated with Underlying Funds that invest in fixed income securities (“Fixed Income Funds”) and those risks generally associated with both types of Underlying Funds. The risks associated with either Equity Funds or Fixed Income Funds will have a greater or lesser impact on the risk associated with investment in the fund depending on the extent to which the fund invests in the asset class represented by such Funds.

To the extent that the returns of certain Underlying Funds are uncorrelated, the risks assumed when investing in such Underlying Funds may not be cumulative. R&T’s asset allocation strategy seeks to take advantage of this dynamic to optimize the return of the fund relative to the fund’s risk profile.

Equity Funds

Equity Market Risk—Equity market risk is the risk that market values of equity securities owned by the Underlying Funds will fall in value. The value of equity securities will rise and fall in response to the activities of the companies that issued them, general market conditions and/or economic conditions. These risks are greater for small and medium market capitalization companies because they tend to have more limited product lines, markets and financial resources and may be dependent on a smaller management group than larger, more established companies. These companies are also typically less liquid than larger capitalization companies. As a result, certain equity securities may be difficult or impossible to sell at the time or price that an Underlying Fund would like.

Style-Specific Risk—Different types of equity securities tend to shift in and out of favor depending on market and economic conditions. Underlying Funds that emphasize a growth style of investing often seek companies experiencing high rates of current growth; such companies may be more volatile than other types of investments. Underlying Funds that emphasize a value style of investing often seek undervalued companies with characteristics for improved valuations; such companies are subject to the risk that the valuations never improve.

Sector Risk—Most of the Underlying Funds do not concentrate their investments in specific economic sectors, although some may from time to time emphasize certain sectors over others. Certain other Underlying Funds do concentrate their investments in specific economic sectors. To the extent an Underlying Fund invests a significant portion of its assets in equity securities of companies in the same economic sector, such Underlying Fund is more susceptible to economic, political, regulatory and other occurrences influencing that sector.

 

Section 1    The Funds

 

6


 

Fixed Income Funds

Interest Rate Risk—Interest rate risk is the risk that interest rates will rise, causing bond prices and an Underlying Fund’s value to fall.

Credit Risk—Credit risk is the risk that a bond issuer will default or be unable to pay principal and interest when due; lower rated bonds generally carry greater credit risk.

Equity and Fixed Income Funds

Non-U.S. Risk—Certain of the Underlying Funds are exposed to the risks associated with securities of non-U.S. companies. Non-U.S. risk is the risk that non-U.S. securities will be more volatile than U.S. securities due to such factors as adverse economic, currency, political, social or regulatory developments in a country, including government seizure of assets, excessive taxation, limitations on the use or transfer of assets, the lack of liquidity or regulatory controls or differing legal and/or accounting standards. Emerging markets are generally more volatile than countries with more mature economies.

Currency Risk—The Underlying Funds that invest in non-U.S. securities are exposed to currency risk, which is the risk that the value of an Underlying Fund’s portfolio will be more volatile due to the impact that changes in non-U.S. currency exchange rates will have on an Underlying Fund’s investments in non-U.S. securities.

Derivatives Risk—Certain of the Underlying Funds are exposed to the risks associated with using derivative instruments. In general terms, a derivative instrument’s value depends on (or is derived from) the value of an underlying asset, interest rate or index. Derivative instruments involve risks different from direct investments in underlying securities. These risks include imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid.

Non-Diversification Risk—Certain Underlying Funds are classified as non-diversified funds, which means that they may invest a greater portion of their assets in a more limited number of issuers than diversified funds. As a result, such Underlying Funds may be subject to greater risk than diversified funds.

As with any mutual fund investment, loss of money is a risk of investing.

 

LOGO

Is This Fund Right For You?

This fund may be right for you if you are seeking:

 

  Ÿ  

long-term total return;

 

  Ÿ  

diversification across broad asset classes, including exposure to both U.S. and non-U.S. securities; or

 

  Ÿ  

to meet long-term financial goals.

You should not invest in this fund if you are:

 

  Ÿ  

unwilling to accept share price fluctuation, including the possibility of price declines;

  Ÿ  

unwilling to accept the risks associated with investing in non-U.S. securities; or

 

  Ÿ  

investing to meet short-term financial goals.

How the Fund Has Performed

 

The chart and table that follow illustrate annual fund calendar year returns for each of the past ten years as well as average annual fund and index returns for the one-year, five-year and ten-year periods ended December 31, 2007. This information is intended to help you assess the variability of fund returns (and consequently, the potential rewards and risks of a fund investment). The information also shows how the fund’s performance compares with the returns of broad measures of market performance and a peer group of funds with similar investment objectives.

Returns before taxes do not reflect the effects of any income or capital gains taxes. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of any state or local tax. After-tax returns are shown for Class A shares only; after-tax returns for Class B, C, R3 and I shares will vary. Returns after taxes on distributions reflect the taxed return on the payment of dividends and capital gains. Returns after taxes on distributions and sale of shares assume you sold your shares at period end, and, therefore, are also adjusted for any capital gains or losses incurred. Returns for market indices do not include expenses, which are deducted from fund returns, or taxes.

Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts such as individual retirement accounts (IRAs) or employer-sponsored retirement plans.

Past performance does not necessarily indicate future performance.

Total Returns1

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Section 1     The Funds

 

7


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Nuveen Moderate Allocation Fund (continued)

 

During the ten-year period ended December 31, 2007, the highest and lowest quarterly returns were 10.21% and –11.31%, respectively, for the quarters ended December 31, 1998 and September 30, 2002. The bar chart and highest/lowest quarterly returns do not reflect sales charges, which would reduce returns, while the Average Annual Total Return table does reflect sales charges.

 

    Average Annual Total Returns
for the Periods Ended
December 31, 2007
     
Class   1 Year   5 Year   10 Year

Class A (Offer)

  0.33%   8.83%   5.77%

Class B

  1.85%   9.17%   5.76%

Class C

  5.65%   9.30%   5.61%

Class R32

  N/A   N/A   N/A

Class I3

  6.70%   10.40%   6.66%

Class A (Offer) Returns:

     

After Taxes on Distributions

  –1.93%   7.31%   4.08%

After Taxes on Distributions and Sale of Shares

  1.76%   7.12%   4.15%

Russell 1000® Value Index4

  –0.17%   14.63%   7.68%

Lehman Brothers Intermediate Treasury Index4

  8.47%   3.69%   5.55%

Market Benchmark Index4

  3.56%   10.22%   7.07%

Moderate Allocation Composite4

  5.72%   11.01%   5.89%

S&P 500 Index4

  5.49%   12.83%   5.91%

Lipper Peer Group4

  6.53%   11.45%   6.62%

Lehman Brothers U.S. Aggregate Bond Index4

  6.96%   4.42%   5.97%

Citigroup 3-Month U.S. Treasury Bill Index4

  4.74%   2.95%   3.62%

What Are the Costs of Investing?

 

 

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This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Transaction Expenses5

 

Paid Directly From Your Investment

 

Share Class    A     B   C     R32    I3
Maximum Sales Charge Imposed on Purchases    5.75% 6   None   None     None    None
               
Maximum Sales Charge Imposed on Reinvested Dividends    None     None   None     None    None
               
Exchange Fees    None     None   None     None    None
               
Deferred Sales Charge7    None 8   5%9   1% 10   None    None
               

 

Annual Fund Operating Expenses

 

Paid From Fund Assets

 

Share Class   A   B   C   R32   I3
Management Fees11   0.15%   0.15%   0.15%   0.15%   0.15%
12b-1 Distribution and Service Fees12   0.25%   1.00%   1.00%   0.50%  
Other Expenses11   0.24%   0.24%   0.24%   0.24%   0.24%
Underlying Fund Fees and Expenses13   0.70%   0.70%   0.70%   0.70%   0.70%
Total Annual Fund Operating Expenses—Gross11,14   1.34%   2.09%   2.09%   1.59%   1.09%
Fee Waivers and Expense Reimbursements11   (0.10%)   (0.10%)   (0.10%)   (0.10%)   (0.10%)
Total Annual Fund Operating Expenses—Net11   1.24%   1.99%   1.99%   1.49%   0.99%

The following example is intended to help you compare the cost of investing in the fund with the costs of investing in other mutual funds. The example assumes you invest $10,000 in the fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example assumes that your investment has a 5% return each year and that the Total Annual Fund Operating Expenses are 0.29% through October 31, 2011 and 0.39% after October 31, 2011 (excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, Underlying Fund fees and expenses and extraordinary expenses). Your actual returns and costs may be higher or lower.

 

    Redemption   No Redemption
Share Class   A   B   C   R32   I3   A   B   C   R32   I3
1 Year   $ 694   $ 602   $ 202   $ 152   $ 101   $ 694   $ 202   $ 202   $ 152   $ 101
3 Years   $ 946   $ 924   $ 624   $ 471   $ 315   $ 946   $ 624   $ 624   $ 471   $ 315
5 Years   $ 1,236   $ 1,192   $ 1,092   $ 833   $ 567   $ 1,236   $ 1,092   $ 1,092   $ 833   $ 567
10 Years   $ 2,066   $ 2,201   $ 2,393   $ 1,860   $ 1,298   $ 2,066   $ 2,201   $ 2,393   $ 1,860   $ 1,298

 

  1.   Effective August 1, 2008, the fund adopted a new investment strategy and changed its name from the Nuveen Balanced Stock and Bond Fund to the Nuveen Moderate Allocation Fund. The performance data included reflects the performance of the fund prior to these changes. The Class A year-to-date return on net asset value as of 3/31/2008 was -3.50%.
  2.   Class R3 shares may be purchased only by qualified investors. See “How You Can Buy and Sell Shares.” Performance figures for Class R3 shares will be included in future prospectuses.
  3.   Class I shares, formerly named Class R shares, may be purchased only under limited circumstances, or by specified classes of investors. See “How You Can Buy and Sell Shares.”
  4.   Given the change in the fund’s investment strategy and name, NAM believes that the Moderate Allocation Composite, S&P 500 Index, Lehman Brothers U.S. Aggregate Bond Index and Citigroup 3-Month U.S. Treasury Bill Index are more appropriate broad-based benchmarks

 

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for the fund than the Russell 1000 Value Index, Lehman Brothers Intermediate Treasury Index and Market Benchmark Index. NAM also believes that another Lipper Peer Group would be an appropriate comparison for the fund. Accordingly, the fund will only show the Moderate Allocation Composite, S&P 500 Index, the appropriate Lipper Peer Group, Lehman Brothers U.S. Aggregate Bond Index and Citigroup 3-Month U.S. Treasury Bill Index in future prospectuses. Index returns assume reinvestment of dividends, but do not include any brokerage commissions, sales charges or other fees. You cannot invest directly in an index. See “Glossary of Investment Terms” for index descriptions.

  5.   As a percent of offering price unless otherwise noted. Financial intermediaries may charge additional fees for shareholder transactions or for advisory services. Please see their materials for details.
  6.   Reduced Class A sales charges apply to purchases of $50,000 or more. See “How You Can Buy and Sell Shares.”
  7.   As a percentage of the lesser of purchase price or redemption proceeds.
  8.   Certain Class A purchases at net asset value of $1 million or more may be subject to a contingent deferred sales charge (“CDSC”) if redeemed within 12 months of purchase. See “How You Can Buy and Sell Shares.”
  9.   Class B shares may be purchased only under limited circumstances. See “How You Can Buy and Sell Shares.” Class B shares redeemed within six years of purchase are subject to a CDSC of 5% during the first year, 4% during the second and third years, 3% during the fourth, 2% during the fifth and 1% during the sixth year.
10.   Class C shares redeemed within one year of purchase are subject to a 1% CDSC.
11.   Management Fees, Other Expenses, Fee Waivers and Expense Reimbursements, and Total Annual Fund Operating Expenses have been restated to reflect current expenses as if such expenses had been in effect during the previous fiscal year. The information has been restated to better reflect anticipated expenses of the fund.
12.   Long-term holders of Class B, C and R3 shares may pay more in Rule 12b-1 fees and CDSCs (Class B and C shares only) than the economic equivalent of the maximum front-end sales charge permitted under the Financial Industry Regulatory Authority Conduct Rules.
13.   In addition to its operating expenses, the fund indirectly pays its pro-rata share of the expenses incurred by the Underlying Funds. “Underlying Fund Fees and Expenses” is an estimated annualized expense ratio of the Underlying Funds based upon: (i) R&T’s anticipated initial allocation of the fund’s assets among the Underlying Funds; and (ii) the historical expense ratios of the Underlying Funds based upon their most recent fiscal period, which reflect expense reimbursements from the investment adviser to certain Underlying Funds. The actual indirect expenses incurred by a shareholder will vary based upon the fund’s actual allocation of its assets to the various Underlying Funds and the actual expenses of the Underlying Funds. Certain Underlying Funds are subject to expense limitations that are in effect for varying periods or that may be terminated at any time by the investment adviser of such Underlying Funds. The fund only invests in shares of the Underlying Funds that do not incur sales loads or Rule 12b-1 fees. The total annual operating expenses (after expense reimbursements from the investment adviser to certain Underlying Funds) for shares of the Underlying funds in which the fund initially intends to invest range from 0.20% to 1.33% of average daily net assets.
14.   NAM has agreed to waive fees and reimburse expenses through October 31, 2011 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, Underlying Fund fees and expenses, and extraordinary expenses) do not exceed 0.29% of the average daily net assets of any class of fund shares. Total Annual Fund Operating Expenses are also subject to possible further reductions as a result of a reduction in custodian fees and expenses based on an arrangement the fund has with the custodian bank whereby certain custodian fees and expenses are reduced by credits earned on the fund’s cash on deposit with the bank. Such deposit arrangements are an alternative to overnight investments.

 

Section 1    The Funds

 

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Section 2    How We Manage Your Money

To help you better understand the funds, this section includes a detailed discussion of our investment and risk management strategies. For a more complete discussion of these matters, please consult the Statement of Additional Information.

 

LOGO

 

Nuveen Asset Management (“NAM”), the funds’ investment adviser, offers advisory and investment management services to a broad range of mutual fund clients. NAM has overall responsibility for management of the funds. NAM oversees the management of the funds’ portfolios, manages the funds’ business affairs and provides certain clerical, bookkeeping and other administrative services. NAM is located at 333 West Wacker Drive, Chicago, IL 60606. NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. (“Nuveen Investments”).

On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois. The investor group includes affiliates of Merrill Lynch & Co., Inc. (“Merrill Lynch”). In connection with the transaction, Merrill Lynch became an indirect “affiliated person” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), of the funds. As a result, the funds are generally prohibited from entering into principal transactions with Merrill Lynch and certain of its affiliates, and are subject to other limitations in transacting with Merrill Lynch. NAM and the funds do not believe that any such prohibition or limitation will have a materially adverse effect on the funds’ ability to pursue their investment objectives and policies.

NAM has selected Richards & Tierney, Inc. (“R&T”), 111 West Jackson Boulevard, Suite 1411, Chicago, Illinois, 60604, an affiliate of NAM, as sub-adviser to manage the investment portfolios of the funds. R&T is an investment consulting firm that provides sophisticated investment analysis services to large institutional clients. R&T manages and supervises the investment of each fund’s assets on a discretionary basis, subject to the supervision of NAM. The portfolio managers of the funds are Thomas M. Richards and James A. Colon.

Thomas M. Richards, CFA, a co-founder of R&T, is a Senior Managing Director and Portfolio Manager for R&T. Prior to May 1, 2007, Mr. Richards was Executive Vice President of R&T. Mr. Richards provides leadership in the application of asset allocation, asset liability modeling, manager structuring, alternative investment research and risk management methods to R&T’s institutional investment clients. He has published a variety of articles in pension finance literature and has been a frequent speaker at investment conferences and seminars. He is a co-author of the chapter on Performance Evaluation in the textbook Managing Investment Portfolios. Mr. Richards serves on the Board of Trustees of the Research Foundation of the CFA Institute.

James A. Colon, CFA, is a Portfolio Manager for R&T. Since 2006, he has managed the quantitative analysis underlying R&T’s asset allocation, asset liability modeling, manager structuring, alternative investment research and risk management methods. Prior to joining R&T, he was a consultant with

 

Section 2    How We Manage Your Money

 

10


Consulting Services Support Corporation from 2000 to 2006. Mr. Colon is a member of the CFA Institute, the CFA Society of Chicago and the International Association of Financial Engineers.

Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the funds is provided in the Statement of Additional Information. The Statement of Additional Information is available free of charge by calling (800) 257-8787 or by visiting Nuveen’s website at www.nuveen.com/MF/resources/eReports.aspx.

Management Fee

The management fee of each fund, payable monthly, is 0.15% of the average daily net assets of the fund.

NAM has agreed to waive fees and reimburse expenses through October 31, 2011 so that total annual operating expenses (excluding 12b-1 service and distribution fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, Underlying Fund fees and expenses, and extraordinary expenses) do not exceed 0.68% and 0.29% of the average daily net assets of any class of shares of the Growth Allocation Fund and the Moderate Allocation Fund, respectively.

You should note that because the funds invest in Underlying Funds, you pay not only the pro rata share of the operating expenses of the funds, but also a portion of similar expenses of the Underlying Funds, including management fees. An investor in a fund therefore will indirectly pay higher expenses than if the Underlying Fund shares were owned directly. You may also receive taxable capital gains distributions to a greater extent than if the Underlying Funds were owned directly.

Information regarding the Board of Trustees’ approval of investment advisory contracts will be available in the funds’ annual report for the fiscal year ended June 30, 2008.

 

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Each fund’s investment objective may not be changed without shareholder approval. The funds’ investment policies may be changed by the Board of Trustees without shareholder approval unless otherwise noted in this prospectus or the Statement of Additional Information.

Other Investment Companies

The funds invest principally in other investment companies, including open-end funds and exchange-traded funds (“ETFs”). As a stockholder in an investment company, each fund will bear its ratable share of that investment company’s expenses, and would remain subject to payment of the fund’s advisory and administrative fees with respect to assets so invested. Shareholders are subject to duplicative expenses to the extent a fund invests in other investment companies.

The funds invest principally in Nuveen Underlying Funds. It is anticipated that Nuveen Underlying Funds will at all times represent a significant portion of each fund’s investments. The funds may also invest in ETFs in excess of the limits imposed under the 1940 Act pursuant to exemptive orders obtained by certain ETFs and their sponsors from the Securities and Exchange Commission. An ETF is a fund that holds a portfolio of common stocks or bonds and is typically designed to track the performance of a securities index or industry sector. ETFs trade on a securities exchange and their shares may, at times,

 

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trade at a premium or discount to their net asset value. An ETF may not replicate exactly the performance of the index it seeks to track for a number of reasons, including transaction costs incurred by the ETF. ETFs incur fees and expenses, such as operating expenses, licensing fees, trustee fees and marketing expenses, which are borne proportionately by ETF shareholders, such as a fund. The funds will also incur brokerage costs when purchasing and selling shares of ETFs. When new asset classes become available through the Nuveen Mutual Funds, a Nuveen Underlying Fund will typically replace ETFs used in the funds.

The list set forth in Appendix A to this prospectus represents those Underlying Funds that are currently available for investment by the funds. With NAM’s approval, R&T may add to the list of potential Underlying Funds without prior approval of or prior notice to shareholders.

Cash Equivalents and Short-Term Fixed Income Securities

Normally, the funds will invest substantially all of their assets to meet their investment objectives. The funds may invest the remainder of their assets in securities with maturities of less than one year or cash equivalents or they may hold cash. For temporary defensive purposes, including during periods of high cash inflows and during the transition to the funds’ new investment strategies, the funds may depart from their principal investment strategies and invest part or all of their assets in these securities or they may hold cash. During such periods, the funds may not be able to achieve their investment objectives.

Portfolio Holdings

A description of the funds’ policies and procedures with respect to the disclosure of the funds’ portfolio holdings is available in the funds’ Statement of Additional Information. Certain portfolio holdings information for each fund is available on the funds’ website—www.nuveen.com—by clicking the “Individual Investors—Mutual Funds” section of the home page and following the applicable link for a fund in the “Find A Fund” section. By following these links, you can obtain a list of each fund’s top ten holdings as of the end of the most recent month. A complete list of portfolio holdings information is generally made available on the funds’ website following the end of each month with an approximately one-month lag. This information will remain available on the funds’ website until the funds file with the Securities and Exchange Commission their annual, semiannual or quarterly holdings report for the fiscal period that includes the date(s) as of which the website information is current.

LOGO

 

R&T seeks an allocation among asset classes that it believes will produce the highest expected return given each fund’s risk profile. Each fund’s asset allocation is developed from the expected risk and return characteristics of each asset class and the relationships (correlations) between them. Given a fund’s asset allocation, R&T selects Underlying Funds that R&T believes will give that fund the best opportunity to produce consistent returns in excess of its respective Allocation Composite. R&T reviews each fund’s asset allocation and the Underlying Funds selected to implement the asset allocation periodically and modifies them as appropriate.

 

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The funds’ initial asset allocations are expected to be as follows:

Nuveen Growth Allocation Fund

 

Asset Class    Weight

U.S. Equity

   29%

International Equity

   32%

Global Resources

   5%

U.S. Public Real Estate

   14%

U.S. Investment Grade

   7%

High Yield

   5%

U.S. Treasury Inflation-Protected Securities (“TIPS”)

   5%

Short Duration & Cash

   3%

Nuveen Moderate Allocation Fund

 

Asset Class    Weight

U.S. Equity

   25%

International Equity

   25%

Global Resources

   5%

U.S. Public Real Estate

   5%

U.S. Investment Grade

   16%

High Yield

   7%

U.S. Treasury Inflation-Protected Securities (“TIPS”)

   14%

Short Duration & Cash

   3%

On August 1, 2008, each fund adopted a new “fund of funds” investment strategy. The funds currently anticipate that full implementation of the new investment strategies may take up to two months. During this period, the funds’ investments may deviate from the asset allocations described above.

Portfolio Turnover

Each fund buys and sells portfolio securities in the normal course of its investment activities. The proportion of a fund’s investment portfolio that is sold and replaced during a year is known as the fund’s portfolio turnover rate. After implementation of the funds’ new investment strategies, portfolio turnover rate of each fund is expected to be between 0% and 30%. However, during the transition to the funds’ new investment strategies, the funds expect to have significantly greater turnover and, as a result, expect to incur increased trading costs during the period. A turnover rate of 100% would occur, for example, if a fund sold and replaced securities valued at 100% of its net assets within one year.

LOGO

 

Risk is inherent in all investing. Investing in a mutual fund—even the most conservative—involves risk, including the risk that you may receive little or no return on your investment or even that you may lose part or all of your investment. In addition, the funds’ investment styles may not be successful in realizing the funds’ investment objectives. Therefore, before investing you should consider carefully the following risks that you assume when you invest in these funds. Because of these and other risks, you should consider an investment in these funds to be a long-term investment.

The funds’ investment performance and risks are directly related to the investment performance and risks of the Underlying Funds. The risks of investing in a particular Underlying Fund will generally reflect the risks of the

 

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securities in which it invests and the investment techniques it employs. The ability of the funds to achieve their investment objectives is therefore dependent on a number of factors, including the ability of the advisers of the Underlying Funds to invest to meet the objectives of the Underlying Funds, to effectively respond to changes in market conditions, and to maintain sufficient liquidity to meet redemptions. To the extent that the risks of certain Underlying Funds are uncorrelated, the risks assumed when investing in such Underlying Funds may not be cumulative. R&T’s asset allocation strategy seeks to take advantage of this dynamic to optimize the return of each fund relative to its risk profile. See “How We Manage Risk” for more information.

The funds and the Underlying Funds have operating expenses, and you will bear not only your share of a fund’s expenses, but also the fund’s proportional share of the expenses of the Underlying Funds. In selecting among the Underlying Funds, R&T is subject to potential conflicts of interest when allocating (i) between Nuveen Underlying Funds, which pay management fees to affiliates of R&T and non-Nuveen Underlying Funds, which do not, and (ii) among Nuveen Underlying Funds, as management fees are higher for some Nuveen Underlying Funds than others; however, R&T seeks to allocate among those Nuveen Underlying Funds (when available) that best satisfy the funds’ strategic allocation among asset classes consistent with its investment risk target.

In summarizing the risks of the Underlying Funds below, the funds have organized the discussion into those risks typically associated with Equity Funds, those risks typically associated with Fixed Income Funds and those risks generally associated with both types of Underlying Funds.

Each of the risks described below affects a fund only to the extent that such fund invests in Underlying Funds which are subject to such risks. The funds utilize diversification and other methods to seek to reduce risk.

Equity Funds

Equity market risk: Equity market risk is the risk that the market values of the equity securities owned by the Underlying Funds will fall in value. The value of your investment in a fund will go up and down with the prices of the securities in which an Underlying Fund invests. The prices of stocks change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, management decisions, decreased demand for an issuer’s products or services, increased production costs, general economic conditions, interest rates, currency exchange rates, investor perceptions and market liquidity. Companies with lower market capitalizations may involve greater risk and price volatility than companies with larger market capitalizations because they may have younger and more limited product lines, markets and financial resources and may be dependent on a smaller management group than larger capitalization companies.

Style-specific risk: Different types of stocks tend to shift in and out of favor depending on market and economic conditions. Underlying Funds that emphasize a growth style of investing often seek companies experiencing high rates of current growth; such companies may be more volatile than other types of investments. Underlying Funds that emphasize a value style of investing often seek undervalued companies with characteristics for improved valuations; such companies are subject to the risk that the valuations never improve. Certain Underlying Funds invest in companies with new, limited or cyclical product lines, services, markets, distribution channels or financial resources, or companies where the management of such companies may be dependent upon one or a few key people, or companies conducting initial public offerings or other major corporate events such as acquisitions, mergers,

 

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or liquidations; such companies can be subject to more abrupt or erratic market movements than stocks of larger, more established companies or the stock markets in general.

Sector risk: Most of the Underlying Funds do not concentrate their investments in specific economic sectors, although some may from time to time emphasize certain sectors over others. Certain other Underlying Funds specifically do concentrate their investments in specific economic sectors. To the extent an Underlying Fund invests a significant portion of its assets in securities of companies in the same economic sector, such Underlying Fund is more susceptible to economic, political, regulatory and other occurrences influencing that sector. Specific sectors emphasized by certain Underlying Funds may include:

 

  Ÿ  

Energy and Natural Resources: Companies in the energy and natural resources sectors are especially affected by variations in the commodities markets, the supply of and demand for specific products and services, the supply of and demand for oil and gas, the price of oil and gas, exploration and production spending, government regulation, economic conditions, events relating to international political developments, energy conservation and the success of exploration projects. An Underlying Fund’s focus in these companies may present more risks than if it were broadly diversified over numerous industries and sectors of the economy.

 

  Ÿ  

REITs: The performance of REITs in which the Underlying Funds may invest will be closely linked to the performance of the real estate markets. Property values may fall due to increasing vacancies or declining rents resulting from economic, legal, cultural or technological developments. REIT prices also may drop because of the failure of borrowers to pay their loans and poor management. Many REITs utilize leverage, which increases investment risk and could adversely affect a REIT’s operations and market value in periods of rising interest rates as well as risks normally associated with debt financing.

Fixed Income Funds

Interest rate risk: Interest rate risk is the risk that the value of an Underlying Fund’s portfolio will decline because of rising market interest rates (bond prices move in the opposite direction of interest rates). The longer the average maturity (duration) of an Underlying Fund’s portfolio, the greater its interest rate risk.

Income risk: Income risk is the risk that the income from an Underlying Fund’s portfolio will decline because of falling market interest rates. This can result when an Underlying Fund invests the proceeds from new share sales, or from matured or called bonds, at market interest rates that are below a portfolio’s current earnings rate.

Credit risk: Credit risk is the risk that an issuer of a bond is unable to meet its obligation to make interest and principal payments when due as a result of changing financial or market conditions. Generally, lower rated bonds provide higher current income but are considered to carry greater credit risk than higher rated bonds.

An Underlying Fund investing primarily in below investment grade securities generally is subject to a higher level of credit risk than an Underlying Fund investing primarily in investment grade securities. Securities rated BBB by Standard & Poor’s (“S&P”) or Baa by Moody’s Investors Service, Inc. (“Moody’s”) are in the lowest of the four investment grades and are considered by the rating agencies to be medium-grade obligations, which possess speculative characteristics so that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of the issuer to

 

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make principal and interest payments than in the case of higher-rated securities. Securities rated BB or lower by S&P or Ba or lower by Moody’s or unrated securities of comparable quality are commonly referred to as “high yield” or “junk” bonds. Lower grade securities are considered speculative by recognized rating agencies with respect to the issuer’s continuing ability to pay interest and principal. Lower-grade securities may have less liquidity and a higher incidence of default than investments in higher-grade securities. An Underlying Fund may incur higher expenses to protect its interests in such securities. Such lower-grade securities, especially those with longer maturities or those not making regular interest payments, may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher-grade securities.

Equity and Fixed Income Funds

Inflation risk: Like all mutual funds, the Underlying Funds are subject to inflation risk. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value an Underlying Fund’s assets can decline as can the value of a fund’s distributions.

Mortgage-backed securities risk: Certain Underlying Funds may be exposed to the risks associated with investing in mortgage-backed securities. Greater risk, such as increased volatility, prepayment risk, non-payment risk and increased default risk, is inherent in portfolios that invest in mortgage-backed securities, especially mortgage-backed securities with exposure to sub-prime mortgages. The Underlying Funds may be exposed to debt securities that are rated below investment grade as determined by one or more nationally recognized securities rating organizations.

Asset-backed securities risk: Certain Underlying Funds may also invest in asset-backed securities. With asset-backed securities, payment of interest and repayment of principal may be impacted by the cash flows generated by the assets backing these securities. The value of an Underlying Fund’s asset-backed securities may also be affected by changes in interest rates, the availability of information concerning the interests in and structure of the pools of purchase contracts, financing leases or sales agreements that are represented by these securities, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities that provide any supporting letters of credit, surety bonds or other credit enhancements.

Non-U.S. investment risk: Securities of non-U.S. issuers present risks beyond those of U.S. securities. The prices of non-U.S. securities can be more volatile than U.S. stocks due to such factors as political, social and economic developments abroad, the differences between the regulations to which U.S. and non-U.S. issuers and markets are subject, the seizure by the government of company assets, taxation, withholding taxes on dividends and interest and limitations on the use or transfer of portfolio assets. Other risks include the following:

 

  Ÿ  

Enforcing legal rights may be difficult, costly and slow in countries other than the U.S. and there may be special problems enforcing claims against non-U.S. governments.

 

  Ÿ  

Non-U.S. companies may not be subject to accounting standards or governmental supervision comparable to U.S. companies, and there may be less public information about their operations.

 

  Ÿ  

Non-U.S. markets may be less liquid and more volatile than U.S. markets.

Currency risk: Non-U.S. securities often trade in currencies other than the U.S. dollar. Changes in currency exchange rates may affect an Underlying Fund’s

 

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net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. An increase in the strength of the U.S. dollar relative to these other currencies may cause the value of a fund to decline. Certain non-U.S. currencies may be particularly volatile, and non-U.S. governments may intervene in the currency markets, causing a decline in value or liquidity in the fund’s non-U.S. holdings whose value is tied to the affected non-U.S. currency. American Depositary Receipts and non-U.S. securities denominated in U.S. dollars are also subject to currency risk.

Emerging markets risk: Certain Underlying Funds may invest in companies located in emerging market countries. Emerging markets are generally defined as countries in the initial stages of their industrialization cycles with low per capita income. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in non-U.S. securities described above are heightened by investing in emerging markets countries.

Derivatives risk: The Underlying Funds may use various investment techniques designed to hedge against changes in the values of securities the fund owns or expects to purchase, to reduce transaction costs, to maintain full market exposure (which means to adjust the characteristics of its investments to more closely approximate those of its benchmark), to manage cash flows, to enhance returns, to limit risk of price fluctuations, to preserve capital or to hedge against interest rate changes. These hedging strategies include using derivatives, such as futures, options and swaps. The use of derivatives can lead to losses because of diverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. These risks are heightened when an Underlying Fund’s management team uses derivatives to enhance an Underlying Fund’s return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by an Underlying Fund.

Convertible securities risk: Certain Underlying Funds may invest in convertible securities. Convertible securities generally offer lower interest or dividend yields than non-convertible fixed income securities of similar credit quality because of the potential for capital appreciation. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, a convertible security’s market value also tends to reflect the market price of the common stock of the issuing company, particularly when the stock price is greater than the convertible security’s conversion price. The conversion price is defined as the predetermined price or exchange ratio at which the convertible security can be converted or exchanged for the underlying common stock.

Mandatory convertible securities are distinguished as a subset of convertible securities because the conversion is not optional and the conversion price at maturity is based solely upon the market price of the underlying common stock, which may be significantly less than par or the price (above or below par) paid. Mandatory convertible securities generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder.

Non-diversification risk: Certain Underlying Funds may be non-diversified. Such Underlying Funds are exposed to additional market risk. A non-diversified fund may invest a relatively high percentage of its assets in a limited number of issuers. Non-diversified funds are more susceptible to any single political, regulatory or economic occurrence and to the financial condition of individual issuers in which it invests. A non-diversified fund’s relative lack of diversity may subject investors to greater market risk than other mutual funds.

 

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In developing each fund’s asset allocation, R&T evaluates the historical risk and return characteristics of the asset classes available for investment as well as the historical correlations between these asset classes. Through various procedures, R&T develops a forward looking estimate of how each asset class will perform and how asset classes will perform together. Based on this analysis, R&T develops an asset allocation it believes will optimize the return of each fund relative to its risk profile.

The investment advisers of the Underlying Funds conduct independent research and do not share a common research platform. Nuveen believes that this independent research allows the investment advisers of the Underlying Funds to develop independent insights into the market, resulting in lower correlation between their investment styles, and reduces the likelihood that the funds will be adversely affected by shared biases among the Underlying Funds.

R&T uses the Russell 3000 Index to construct each fund’s allocation to the U.S. equity asset class. However, most U.S. Equity Funds are managed relative to other benchmarks, and to the degree that the benchmarks of the U.S. Equity Funds when combined differ from the Russell 3000 Index, the U.S. Equity Funds will not reflect the risk and return assumptions of the funds’ asset allocations. To mitigate this risk, and to allow R&T the broadest possible choice among U.S. Equity Funds consistent with each fund’s asset allocation, the funds will invest in the Nuveen U.S. Equity Completeness Fund (“USECF”). Developed exclusively for the Nuveen Asset Allocation Funds, USECF is managed by Nuveen HydePark Group, LLC (“HydePark”) relative to a customized benchmark provided by R&T which compensates for differences between the benchmarks of the U.S. Equity Funds and the Russell 3000 Index. As such, the funds will invest in USECF in order to: (i) seek more consistent performance relative to their U.S. equity targets (i.e., the Russell 3000 Index); and (ii) potentially benefit from HydePark’s active management. Neither the customized benchmark nor HydePark’s active management relative to the customized benchmark is expected to affect the contribution of active management from other U.S. Equity Funds.

 

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Section 3    How You Can Buy and Sell Shares

The funds offer five classes of shares, each with a different combination of sales charges, fees, eligibility requirements and other features. Your financial advisor can help you determine which class is best for you. For further details, please see the Statement of Additional Information, which is available by calling (800) 257-8787 or by visiting Nuveen’s website at www.nuveen.com.

 

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Class A Shares

You can buy Class A shares at the offering price, which is the net asset value per share plus an up-front sales charge. You may qualify for a reduced sales charge, or the sales charge may be waived, as described in “How to Reduce Your Sales Charge.” Class A shares are also subject to an annual service fee of 0.25% of your fund’s average daily net assets, which compensates your financial advisor and other entities for providing ongoing service to you. Nuveen Investments, LLC (“Nuveen”), a wholly-owned subsidiary of Nuveen Investments and the distributor of the funds, retains the up-front sales charge and the service fee on accounts with no financial intermediary of record. The up-front Class A sales charges for the funds are as follows:

 

 

Amount of Purchase   Sales Charge as % of
Public Offering Price
    Sales Charge as % of
Net Amount Invested
    Maximum
Financial Intermediary
Commission as % of
Public Offering Price
 

Less than $50,000

  5.75 %   6.10 %   5.00 %

$50,000 but less than $100,000

  4.50     4.70     4.00  

$100,000 but less than $250,000

  3.75     3.90     3.25  

$250,000 but less than $500,000

  2.75     2.83     2.50  

$500,000 but less than $1,000,000

  2.00     2.04     1.75  

$1,000,000 and over*

          1.00  

 

  *   You can buy $1 million or more of Class A shares at net asset value without an up-front sales charge. Nuveen pays financial intermediaries of record a commission equal to 1% of the first $2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of the purchases over $5 million. Unless the financial intermediary waived the commission, you may be assessed a Contingent Deferred Sales Charge (“CDSC”) of 1% if you redeem any of your shares within 12 months of purchase. The CDSC is calculated on the lower of your purchase price or your redemption proceeds. You do not pay a CDSC on any Class A shares you purchase by reinvesting dividends.

Class B Shares

Class B shares are not available for new accounts or for additional investment into existing accounts. However, the funds will issue Class B shares upon the exchange of Class B shares from another Nuveen Mutual Fund or for purposes of dividend reinvestment. Class B shares will also be available through December 31, 2008 for defined contribution plans and investors using automatic investment plans with existing investments in Class B shares as of March 31, 2008.

Eligible investors can buy Class B shares at the offering price, which is the net asset value per share without any up-front sales charge. Class B shares are subject to annual distribution and service fees of 1% of your fund’s average daily net assets. The annual 0.25% service fee compensates your financial

 

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advisor for providing ongoing service to you. The annual 0.75% distribution fee compensates Nuveen for paying your financial advisor a 4% up-front sales commission, which includes an advance of the first year’s service fee. Nuveen retains the service and distribution fees on accounts with no financial intermediary of record. If you redeem your shares within six years of purchase, you will normally pay a CDSC as shown in the schedule below. The CDSC is based on your purchase or redemption price, whichever is lower. You do not pay a CDSC on any Class B shares you purchase by reinvesting dividends.

 

Years Since Purchase   0-1     1-2     2-3     3-4     4-5     5-6     Over 6

CDSC

  5 %   4 %   4 %   3 %   2 %   1 %   None

Class B shares automatically convert to Class A shares eight years after you buy them so that the distribution fees you pay over the life of your investment are limited. You will continue to pay an annual service fee on any converted Class B shares.

The funds have established a limit to the amount of Class B shares that may be purchased by an individual investor. See the Statement of Additional Information for more information.

Class C Shares

You can buy Class C shares at the offering price, which is the net asset value per share without any up-front sales charge. Class C shares are subject to annual distribution and service fees of 1% of your fund’s average daily net assets. The annual 0.25% service fee compensates your financial advisor for providing ongoing service to you. The annual 0.75% distribution fee compensates Nuveen for paying your financial advisor an ongoing sales commission as well as an advance of the first year’s service and distribution fees. Nuveen retains the service and distribution fees on accounts with no financial intermediary of record. If you sell your shares within 12 months of purchase, you will normally pay a 1% CDSC which is calculated on the lower of your purchase price or your redemption proceeds. You do not pay a CDSC on any Class C shares you purchase by reinvesting dividends. Class C shares do not convert.

The funds have established a limit to the amount of Class C shares that may be purchased by an individual investor. See the Statement of Additional Information for more information.

Class R3 Shares

Class R3 shares are available for purchase at the offering price, which is the net asset value per share without any up-front sales charge, to certain retirement plan clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or similar services. Class R3 shares are subject to annual distribution and service fees of 0.50% of your fund’s average daily net assets. See the Statement of Additional Information for more information.

Class I Shares

Class R shares were renamed Class I shares effective May 1, 2008. You may purchase Class I shares only under limited circumstances, at the offering price, which is the net asset value per share without any up-front sales charge. In order to qualify, you must be eligible under one of the programs described in “How to Reduce Your Sales Charge—Class I Eligibility” (below) or meet certain other purchase size criteria. Class I shares are not subject to sales charges or ongoing service or distribution fees. Class I shares have lower ongoing expenses than the other classes.

 

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The funds offer a number of ways to reduce or eliminate the up-front sales charge on Class A shares or to qualify to purchase Class I shares.

Class A Sales Charge Reductions

 

  Ÿ  

Rights of Accumulation. In calculating the appropriate sales charge on a purchase of Class A shares of a fund, you may be able to add the amount of your purchase to the value that day of all of your prior purchases of any Nuveen Mutual Fund.

 

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Letter of Intent. Subject to certain requirements, you may purchase Class A shares of a fund at the sales charge rate applicable to the total amount of the purchases you intend to make over a 13-month period.

For purposes of calculating the appropriate sales charge as described under Rights of Accumulation and Letter of Intent above, you may include purchases by (i) you, (ii) your spouse (or equivalent if recognized under local law) and children under 21 years of age, and (iii) a corporation, partnership or sole proprietorship that is 100% owned by any of the persons in (i) or (ii). In addition, a trustee or other fiduciary can count all shares purchased for a single trust, estate or other single fiduciary account that has multiple accounts (including one or more employee benefit plans of the same employer).

Class A Sales Charge Waivers

Class A shares of a fund may be purchased at net asset value without a sales charge as follows:

 

  Ÿ  

Purchases of $1,000,000 or more.

 

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Monies representing reinvestment of Nuveen Defined Portfolios and Nuveen Mutual Fund distributions.

 

  Ÿ  

Certain employer-sponsored retirement plans.

 

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Certain employees and affiliates of Nuveen. Purchases by any officers, trustees, and former trustees of the Nuveen Funds, as well as bona fide full-time and retired employees of Nuveen, and subsidiaries thereof, and such employees’ immediate family members (as defined in the Statement of Additional Information).

 

  Ÿ  

Financial intermediary personnel. Purchases by any person who, for at least the last 90 days, has been an officer, director, or bona fide employee of any financial intermediary or any such person’s immediate family member.

 

  Ÿ  

Certain trust departments. Purchases by any bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial, or similar capacity.

 

  Ÿ  

Additional categories of investors. Purchases made by: (i) investors purchasing on a periodic fee, asset-based fee, or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program; and (ii) clients of investment advisers, financial planners, or other financial intermediaries that charge periodic or asset-based fees for their services.

Class I Eligibility

Class I shares are available for (i) purchases of $1 million or more, (ii) purchases using dividends and capital gains distributions on Class I shares, and (iii) purchase by the following categories of investors:

 

  Ÿ  

Certain trustees, directors, employees, and affiliates of Nuveen.

 

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  Ÿ  

Certain financial intermediary personnel.

 

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Certain bank or broker-affiliated trust departments.

 

  Ÿ  

Certain employer-sponsored retirement plans.

 

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Certain additional categories of investors, including certain advisory accounts of Nuveen and its affiliates, and qualifying clients of investment advisers, financial planners, or other financial intermediaries that charge periodic or asset-based fees for their services.

Please refer to the Statement of Additional Information for more information about Class A and Class I shares, including more detailed program descriptions and eligibility requirements. The Statement of Additional Information is available free of charge by calling (800) 257-8787 or by visiting Nuveen’s website at www.nuveen.com/MF/resources/eReports.aspx, where you will also find the information included in this prospectus.

Additional information is also available from your financial advisor, who can also help you prepare any necessary application forms. In order to obtain a breakpoint discount, it may be necessary at the time of purchase for you to inform the fund or your financial advisor of the existence of other accounts in which there are holdings eligible to be aggregated to meet sales load breakpoints. You may need to provide the fund or your financial advisor information or records, such as account statements, in order to verify your eligibility for a breakpoint discount. This may include account statements of family members and information regarding Nuveen Mutual Fund shares held in accounts with other financial advisors. You or your financial advisor must notify Nuveen at the time of each purchase if you are eligible for any of these programs. The funds may modify or discontinue these programs at any time.

 

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Fund shares may be purchased on any business day, which is any day the New York Stock Exchange (the “NYSE”) is open for business and normally ends at 4:00 p.m. New York time. Generally, the NYSE is closed on weekends and national holidays. The share price you pay depends on when Nuveen receives your order. Orders received before the close of trading on a business day will receive that day’s closing share price; otherwise, you will receive the next business day’s price.

Through a Financial Advisor

You may buy shares through your financial advisor, who can handle all the details for you, including opening a new account. Financial advisors can also help you review your financial needs and formulate long-term investment goals and objectives. In addition, financial advisors generally can help you develop a customized financial plan, select investments and monitor and review your portfolio on an ongoing basis to help assure your investments continue to meet your needs as circumstances change. Financial advisors (including brokers or agents) are paid for providing ongoing investment advice and services, either from fund sales charges and fees or by charging you a separate fee in lieu of a sales charge. If you do not have a financial advisor, call (800) 257-8787 and Nuveen can refer you to one in your area.

Financial advisors or other dealer firms may charge their customers a processing or service fee in connection with the purchase or redemption of fund shares. The amount and applicability of such a fee is determined and disclosed to customers by each individual dealer. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and

 

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other charges described in this prospectus and the Statement of Additional Information. Your dealer will provide you with specific information about any processing or service fees you will be charged.

By Mail

You may open an account and buy shares by mail by completing an application and mailing it along with your check to: Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530. Applications may be obtained at www.nuveen.com or by calling (800) 257-8787. No third party checks will be accepted.

On-Line

Existing shareholders may process certain account transactions on-line. You may purchase additional shares or exchange shares between existing, identically registered accounts. You can continue to look up your account balance, history and dividend information, as well as order duplicate account statements and tax forms from the funds’ website. To access your account, follow the links under “Individual Investors” on www.nuveen.com to “Account Access” and choose “Mutual Funds.” The system will walk you through the log-in process. To purchase shares on-line, you must have established Fund Direct privileges on your account prior to the requested transaction.

By Telephone

Existing shareholders may also process these same mutual fund transactions via our automated information line. Simply call (800) 257-8787, press 1 for mutual funds and the voice menu will walk you through the process. To purchase shares via the telephone, you must have established Fund Direct privileges on your account prior to the requested transaction.

Investment Minimums

The minimum initial investment is $3,000 ($1,000 for a Traditional/Roth IRA account; $500 for an Education IRA account; $50 through systematic investment plan accounts) and is lower for accounts opened through certain fee-based programs as described in the Statement of Additional Information. Subsequent investments must be in amounts of $50 or more. The funds reserve the right to reject purchase orders and to waive or increase the minimum investment requirements.

 

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To help make your investing with us easy and efficient, we offer you the following services at no extra cost. Your financial advisor can help you complete the forms for these services, or you can call Nuveen at (800) 257-8787 for copies of the necessary forms.

Systematic Investing

Systematic investing allows you to make regular investments through automatic deductions from your bank account, directly from your paycheck or from exchanging shares from another mutual fund account (simply complete the appropriate application). The minimum automatic deduction is $50 per month. There is no charge to participate in the funds’ systematic investment plan. You can stop the deductions at any time by notifying the fund in writing.

 

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From Your Bank Account: You can make systematic investments of $50 or more per month by authorizing us to draw preauthorized checks on your bank account.

 

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  Ÿ  

From Your Paycheck: With your employer’s consent, you can make systematic investments of $25 or more per pay period (meeting the monthly minimum of $50) by authorizing your employer to deduct monies from your paycheck.

 

  Ÿ  

Systematic Exchanging: You can make systematic investments by authorizing Nuveen to exchange shares from one Nuveen Mutual Fund account into another identically registered Nuveen account of the same share class.

Systematic Withdrawal

If the value of your fund account is at least $10,000, you may request to have $50 or more withdrawn automatically from your account. You may elect to receive payments monthly, quarterly, semi-annually or annually, and may choose to receive a check, have the monies transferred directly into your bank account (“Fund Direct”), paid to a third party or sent payable to you at an address other than your address of record.

You should not establish systematic withdrawals if you intend to make concurrent purchases of Class A or C shares because you may unnecessarily pay a sales charge or CDSC on these purchases.

Exchanging Shares

You may exchange fund shares into an identically registered account for the same class of another Nuveen Mutual Fund available in your state. Your exchange must meet the minimum purchase requirements of the fund into which you are exchanging. You may also, under certain limited circumstances, exchange between certain classes of shares of the same fund, subject to the payment of any applicable CDSC. Please consult the Statement of Additional Information for details.

The funds may change or cancel their exchange policy at any time upon 60 days’ notice. The funds reserve the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. See “General Information—Frequent Trading” below. Because an exchange is treated for tax purposes as a purchase and sale, and any gain may be subject to tax, you should consult your tax advisor about the tax consequences of exchanging your shares. An exchange between classes of shares of the same fund is not considered a taxable event.

Fund DirectSM

The Fund Direct Program allows you to link your fund account to your bank account, transfer money electronically between these accounts and perform a variety of account transactions, including purchasing shares by telephone and investing through a systematic investment plan. You may also have dividends, distributions, redemption payments or systematic withdrawal plan payments sent directly to your bank account.

Reinstatement Privilege

If you redeem fund shares, you may reinvest all or part of your redemption proceeds up to one year later without incurring any additional charges. You may only reinvest into the same share class you redeemed. If you paid a CDSC, we will refund your CDSC and reinstate your holding period. You may use this reinstatement privilege only once for any redemption.

 

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An Important Note About Telephone Transactions

Although Nuveen Investor Services has certain safeguards and procedures to confirm the identity of callers, it will not be liable for losses resulting from following telephone instructions it reasonably believes to be genuine. Also, you should verify your trade confirmations immediately upon receipt.

 

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You may sell (redeem) your shares on any business day. You will receive the share price next determined after your fund has received your properly completed redemption request. Your redemption request must be received before the close of trading for you to receive that day’s price. If you are selling shares purchased recently with a check, you will not receive your redemption proceeds until your check has cleared. This may take up to ten days from your purchase date. You may be assessed a CDSC, if applicable. When you redeem Class A, Class B or Class C shares subject to a CDSC, your fund will first redeem any shares that are not subject to a CDSC, and then redeem the shares you have owned for the longest period of time, unless you ask the fund to redeem your shares in a different order. No CDSC is imposed on shares you buy through the reinvestment of dividends and capital gains. The holding period is calculated on a monthly basis and begins the first day of the month in which the order for investment is received. When you redeem shares subject to a CDSC, the CDSC is calculated on the lower of your purchase price or redemption proceeds, deducted from your redemption proceeds, and paid to Nuveen.

The CDSC may be waived under certain special circumstances as described in the Statement of Additional Information.

Through Your Financial Advisor

You may sell your shares through your financial advisor, who can prepare the necessary documentation. Your financial advisor may charge for this service.

By Telephone

If you have authorized telephone redemption privileges, call (800) 257-8787 to redeem your shares, press 1 for mutual funds and the voice menu will walk you through the process. Telephone redemptions are not available for shares owned in certificate form and, with respect to redemptions where the proceeds are payable by check, may not exceed $50,000. Checks will only be issued to you as the shareholder of record and mailed to your address of record. If you have established Fund Direct privileges, you may have redemption proceeds transferred electronically to your bank account. We will normally mail your check the next business day.

By Mail

You can sell your shares at any time by sending a written request to the appropriate fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530. Your request must include the following information:

 

  Ÿ  

The fund’s name;

 

  Ÿ  

Your name and account number;

 

  Ÿ  

The dollar or share amount you wish to redeem;

 

  Ÿ  

The signature of each owner exactly as it appears on the account;

 

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The name of the person to whom you want your redemption proceeds paid (if other than to the shareholder of record);

 

  Ÿ  

The address where you want your redemption proceeds sent (if other than the address of record); and

 

  Ÿ  

Any required signature guarantees.

 

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An Important Note About Involuntary Redemption

From time to time, a fund may establish minimum account size requirements. The fund reserves the right to liquidate your account upon 30 days’ written notice if the value of your account falls below an established minimum. The fund has set a minimum balance of $1000 unless you have an active Nuveen Defined Portfolio reinvestment account. You will not be assessed a CDSC on an involuntary redemption.

 

We will normally mail your check the next business day, but in no event more than seven days after we receive your request. If you purchased your shares by check, your redemption proceeds will not be mailed until your check has cleared. Guaranteed signatures are required if you are redeeming more than $50,000, you want the check payable to someone other than the shareholder of record or you want the check sent to another address (or the address of record has been changed within the last 30 days). Signature guarantees must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that a fund otherwise approves. A notary public cannot provide a signature guarantee.

On-Line

You may redeem shares or exchange shares between existing, identically registered accounts on-line. To access your account, follow the links under “Individual Investors” on www.nuveen.com to “Account Access” and choose “Mutual Funds.” The system will walk you through the log-in process. On-line redemptions are not available for shares owned in certificate form and, with respect to redemptions where the proceeds are payable by check, may not exceed $50,000. Checks will only be issued to you as the shareholder of record and mailed to your address of record. If you have established Fund Direct privileges, you may have redemption proceeds transferred electronically to your bank account.

Redemptions In-Kind

The funds generally pay redemption proceeds in cash. Under unusual conditions that make cash payment unwise and for the protection of existing shareholders, a fund may pay all or a portion of your redemption proceeds in securities or other fund assets. Although it is unlikely that your shares would be redeemed in-kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from that sale.

 

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Section 4    General Information

To help you understand the tax implications of investing in the funds, this section includes important details about how the funds make distributions to shareholders. We discuss some other fund policies, as well.

 

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The funds intend to pay income dividends and any taxable gains annually.

Payment and Reinvestment Options

The funds automatically reinvest your dividends in additional fund shares unless you request otherwise. You may request to have your dividends paid to you by check, deposited directly into your bank account, paid to a third party, sent to an address other than your address of record or reinvested in shares of another Nuveen Mutual Fund. For further information, contact your financial advisor or call Nuveen at (800) 257-8787.

Non-U.S. Income Tax Considerations

Investment income that a fund receives from their non-U.S. investments may be subject to non-U.S. income taxes, which generally will reduce fund distributions. However, the United States has entered into tax treaties with many non-U.S. countries that may entitle you to certain tax benefits.

Taxes and Tax Reporting

The funds will make distributions that may be taxed as ordinary income (which may be taxable at different rates, depending on the sources of the distributions) or capital gains (which may be taxable at different rates, depending on the length of time the fund holds its assets). Dividends from a fund’s long-term capital gains are generally taxable as long-term capital gains, while dividends from short-term capital gains and net investment income are generally taxable as ordinary income. However, certain ordinary income distributions received from a fund that are determined to be qualified dividend income may be taxed at tax rates equal to those applicable to long-term capital gains. The tax you pay on a given capital gains distribution depends generally on how long the fund has held the portfolio securities it sold. It does not depend on how long you have owned your fund shares. Dividends generally do not qualify for a dividends received deduction if you are a corporate shareholder.

Early in each year, you will receive a statement detailing the amount and nature of all dividends and capital gains that you were paid during the prior year. If you hold your investment at the firm where you purchased your fund shares, you will receive the statement from that firm. If you hold your shares directly with a fund, Nuveen will send you the statement. The tax status of your dividends is the same whether you reinvest your dividends or elect to receive them in cash. The sale of shares in your account may produce a gain or loss, and is a taxable event. For tax purposes, an exchange of shares between funds is generally the same as a sale.

Please note that if you do not furnish your fund with your correct Social Security number or employer identification number, federal law requires a fund to withhold federal income tax from your distributions and redemption proceeds at the then current rate.

 

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Please consult the Statement of Additional Information and your tax advisor for more information about taxes.

Buying or Selling Shares Close to a Record Date

Buying fund shares shortly before the record date for a taxable dividend is commonly known as “buying the dividend.” The entire dividend may be taxable to you even though a portion of the dividend effectively represents a return of your purchase price.

Qualification as a Registered Investment Company

The funds have elected to be taxed as regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and intend to meet all requirements that are necessary for them to be relieved of federal taxes on income and gains they distribute to unitholders. As regulated investment companies, the funds will not be subject to federal income tax on the portion of its net investment income (i.e., its investment company taxable income, as that term is defined in the Code, without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) that they distribute to unitholders, provided that they distribute at least 90% of their net investment income for the year (the “Distribution Requirement”) and satisfy certain other requirements of the Code that are described below. The funds also intend to make such distributions as are necessary to avoid the otherwise applicable 4% non-deductible excise tax on certain undistributed earnings.

In addition to satisfying the Distribution Requirement, the funds must derive at least 90% of their gross income from (1) dividends, interest, certain payments with respect to loans of stock and securities, gains from the sale or disposition of stock, securities or foreign currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (2) net income derived from an interest in “qualified publicly traded partnerships” (as such term is defined in the Code). The funds must also satisfy an asset diversification test in order to qualify as regulated investment companies. Under this test, at the close of each quarter of the funds’ taxable year, (1) 50% or more of the value of each fund’s assets must be represented by cash, United States government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the fund’s assets and 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of each fund’s assets may be invested in securities of (x) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the fund controls and which are engaged in the same, similar or related trades or businesses or (y) in the securities of one or more “qualified publicly traded partnerships” (as such term is defined in the Code).

“Fund of Funds” Tax Considerations

As described above, the funds invest in the Underlying Funds. In general, investments in other funds that are treated as regulated investment companies will assist the funds in meeting any diversification tests. However, although the funds will only invest in Underlying Funds that indicate that they intend to be treated as regulated investment companies, the funds will not, except as provided in the following sentence, examine the underlying assets or operations of the Underlying Funds in which they invest and are not making any representation as to whether such Underlying Funds do, in fact, qualify as regulated investment companies. If a fund holds more than 20% of the total

 

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28


combined voting power of any of the Underlying Funds in which it invests, for the purposes of some portions of the diversification tests, the fund may have to look through the Underlying Fund in which it invests to include the securities of issuers held by such Underlying Fund.

Foreign Tax Credit

A regulated investment company more than 50% of the value of whose assets consists of stock or securities in foreign corporations at the close of the taxable year may, for such taxable year, pass the regulated investment company’s foreign tax credits through to its investors. Because regulated investment companies must themselves be U.S. corporations, a regulated investment company that has a “fund of funds” structure may not qualify to pass any foreign tax credit attributable to its income through to its investors.

 

LOGO

 

Nuveen serves as the selling agent and distributor of the funds’ shares. In this capacity, Nuveen manages the offering of the funds’ shares and is responsible for all sales and promotional activities. In order to reimburse Nuveen for its costs in connection with these activities, including compensation paid to financial intermediaries, each fund has adopted a distribution and service plan under Rule 12b-1 under the 1940 Act. See “How You Can Buy and Sell Shares—What Share Classes We Offer” for a description of the distribution and service fees paid under this plan.

Nuveen receives the distribution fee for Class B, C and R3 shares primarily for providing compensation to financial intermediaries, including Nuveen, in connection with the distribution of shares. Nuveen uses the service fee for Class A, B, C and R3 shares to compensate financial intermediaries, including Nuveen, for providing ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder inquiries, and providing other personal services to shareholders. These fees also compensate Nuveen for other expenses, including printing and distributing prospectuses to persons other than shareholders, and preparing, printing, and distributing advertising and sales literature and reports to shareholders used in connection with the sale of shares. Because these fees are paid out of a fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

In addition to the sales commissions and certain payments related to 12b-1 distribution and service fees paid by Nuveen to financial intermediaries as previously described, Nuveen may from time to time make additional payments, out of its own resources, to certain financial intermediaries that sell shares of Nuveen Mutual Funds in order to promote the sales and retention of fund shares by those firms and their customers. The amounts of these payments vary by financial intermediary and, with respect to a given firm, are typically calculated by reference to the amount of the firm’s recent gross sales of Nuveen Mutual Fund shares and/or total assets of Nuveen Mutual Funds held by the firm’s customers. The level of payments that Nuveen is willing to provide to a particular financial intermediary may be affected by, among other factors, the firm’s total assets held in and recent net investments into Nuveen Mutual Funds, the firm’s level of participation in Nuveen Mutual Fund sales and marketing programs, the firm’s compensation program for its registered representatives who sell fund shares and provide services to fund shareholders, and the asset class of the Nuveen Mutual Funds for which these payments are provided. For 2007, these payments in the aggregate were

 

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29


approximately 0.025% to 0.035% of the assets in the Nuveen Mutual Funds, although payments to particular financial intermediaries can be significantly higher. The Statement of Additional Information contains additional information about these payments, including the names of the firms to which payments are made. Nuveen may also make payments to financial intermediaries in connection with sales meetings, due diligence meetings, prospecting seminars and other meetings at which Nuveen promotes its products and services.

In connection with the availability of Nuveen Mutual Funds within selected mutual fund no-transaction fee institutional platforms and fee-based wrap programs (together, “Platform Programs”) at certain financial intermediaries, Nuveen also makes payments out of its own assets to those firms as compensation for certain recordkeeping, shareholder communications and other account administration services provided to Nuveen Mutual Fund shareholders who own their fund shares in these Platform Programs. These payments are in addition to the 12b-1 service fee and any applicable omnibus sub-accounting fees paid to these firms with respect to these services by the Nuveen Mutual Funds out of fund assets.

 

LOGO

 

The price you pay for your shares is based on the fund’s net asset value per share, which is determined as of the close of trading (normally 4:00 p.m. New York time) on each day the NYSE is open for business. Net asset value is calculated for each class of a fund by taking the value of the class’ total assets, including interest or dividends accrued but not yet collected, less all liabilities, and dividing by the total number of shares outstanding. The result, rounded to the nearest cent, is the net asset value per share. All valuations are subject to review by the funds’ Board of Trustees or its delegate.

The funds invest principally in shares of the Underlying Funds. In determining a fund’s net asset value, expenses are accrued and applied daily, and the Nuveen Underlying Funds in which the fund invests are valued at their respective net asset values and securities and other assets for which market quotations are available, including ETFs in which the fund invests, are valued at market value. Common stocks and other equity securities are generally valued at the last sales price that day. However, securities admitted to trade on the NASDAQ National Market are valued, except as indicated below, at the NASDAQ Official Closing Price. Common stocks and other equity securities not listed on a securities exchange or the NASDAQ National Market are valued at the mean between the bid and asked prices. The prices of fixed-income securities are provided by a pricing service and based on the mean between the bid and asked prices. When price quotes are not readily available, the pricing service establishes fair value based on various factors including prices of comparable securities.

The Underlying Funds value securities in their portfolios for which market quotations are readily available at their current market value and value all other securities at fair value pursuant to methods established in good faith by their boards of trustees. The prospectuses for the Underlying Funds will explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing. With respect to the Underlying Funds holding securities that are primarily listed on foreign exchanges, the value of the Underlying Funds’ securities may change on days when you will not be able to purchase or sell your shares. Money market funds with portfolio securities that mature in one year or less may use the

 

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30


amortized cost or penny-rounding methods to value their securities. Securities having 60 days or less remaining to maturity generally are valued at their amortized costs, which approximates market value.

Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Board of Trustees or its delegate at fair value. These securities generally include but are not limited to, restricted securities (securities that may not be publicly sold without registration under the Securities Act of 1933) 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 fund net asset value or make it difficult or impossible to obtain a reliable market quotation; and, a security whose price, as provided by the pricing service, does not reflect the security’s “fair value.” As a general principle, the “fair value” of a security is the amount that the owner might reasonably expect to receive for it upon its current sale. A variety of factors may be considered in determining the fair value of securities. See the Statement of Additional Information for details.

 

LOGO

 

The funds are intended for long-term investment and should not be used for excessive trading. Excessive trading in a fund’s shares can disrupt portfolio management, lead to higher operating costs, and cause other operating inefficiencies for the fund. However, the funds are also mindful that shareholders may have valid reasons for periodically purchasing and redeeming fund shares.

Accordingly, each fund has adopted a Frequent Trading Policy that seeks to balance the fund’s need to prevent excessive trading in fund shares while offering investors the flexibility in managing their financial affairs to make periodic purchases and redemptions of fund shares.

The funds’ Frequent Trading Policy generally limits an investor to four “round trip” trades in a 12-month period. A “round trip” is the purchase and subsequent redemption of fund shares, including by exchange. Each side of a round trip may be comprised of either a single transaction or a series of closely-spaced transactions. The funds may also suspend the trading privileges of any investor who makes a round trip within a 30-day period if the purchase and redemption are of substantially similar dollar amounts and represent at least 25% of the value of the investor’s account.

The funds primarily receive share purchase and redemption orders through third-party financial intermediaries, some of whom rely on the use of omnibus accounts. An intermediary’s account typically includes multiple investors and provides the funds only with a net purchase or redemption amount on any given day where multiple purchases, redemptions and exchanges of shares occur in the account. The identity of individual purchasers, redeemers and exchangers whose orders are aggregated in omnibus accounts, and the size of their orders, will generally not be known by the funds. Despite the funds’ efforts to detect and prevent frequent trading, the funds may be unable to identify frequent trading because the netting effect in omnibus accounts often makes it more difficult to identify frequent traders. Nuveen, the funds’ distributor, has entered into agreements with financial intermediaries that

 

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31


maintain omnibus accounts with the funds’ transfer agent. Under the terms of these agreements, the financial intermediaries undertake to cooperate with Nuveen in monitoring purchase, exchange and redemption orders by their customers in order to detect and prevent frequent trading in the funds through such accounts. Technical limitations in operational systems at such intermediaries or at Nuveen may also limit the funds’ ability to detect and prevent frequent trading. In addition, the funds may permit certain financial intermediaries, including broker-dealer and retirement plan administrators among others, to enforce their own internal policies and procedures concerning frequent trading. Such policies may differ from the funds’ Frequent Trading Policy and may be approved for use in instances where a fund reasonably believes that the intermediary’s policies and procedures effectively discourage inappropriate trading activity. Shareholders holding their accounts with such intermediaries may wish to contact the intermediary for information regarding its frequent trading policy. Although the funds do not knowingly permit frequent trading, they cannot guarantee that they will be able to identify and restrict all short-term trading activity.

The funds reserve the right in their sole discretion to waive unintentional or minor violations, including transactions below certain dollar thresholds, if they determine that doing so would not harm the interests of fund shareholders. In addition, certain categories of redemptions may be excluded from the application of the Frequent Trading Policy, as described in more detail in the Statement of Additional Information. These include, among others, redemptions pursuant to systematic withdrawal plans, redemptions in connection with the total disability or death of the investor, involuntary redemptions by operation of law, redemptions in payment of account or plan fees, and certain redemptions by retirement plans, including redemptions in connection with qualifying loans or hardship withdrawals, termination of plan participation, return of excess contributions, and required minimum distributions. The funds may also modify or suspend the Frequent Trading Policy without notice during periods of market stress or other unusual circumstances.

The funds reserve the right to impose restrictions on purchases or exchanges that are more restrictive than those stated above if they determine, in their sole discretion, that a transaction or a series of transactions involves market timing or excessive trading that may be detrimental to fund shareholders. The funds also reserve the right to reject any purchase order, including exchange purchases, for any reason. For example, a fund may refuse purchase orders if the fund would be unable to invest the proceeds from the purchase order in accordance with the fund’s investment policies and/or objectives, or if the fund would be adversely affected by the size of the transaction, the frequency of trading in the account or various other factors. For more information about the funds’ Frequent Trading Policy and its enforcement, see “Additional Information on the Purchase and Redemption of Fund Shares and Shareholder Programs—Frequent Trading Policy” in the Statement of Additional Information.

LOGO

The custodian of the assets of the funds is State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodian also provides certain accounting services to the funds. The funds’ transfer, shareholder services and dividend paying agent, Boston Financial Data Services, P.O. Box 8530, Boston, Massachusetts 02266-8530, performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts.

 

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32


Section 5    Financial Highlights

Effective August 1, 2008, the funds changed their investment strategies and adopted their current names. The performance figures provided reflect each fund’s performance prior to these changes.

The financial highlights table is intended to help you understand each fund’s financial performance for the six months ended December 31, 2007, as well as the previous five full fiscal years, or the life of the fund, if shorter. Certain information reflects financial results for a single fund share. The total returns represent the rate that an investor would have earned (or lost) on an investment in a fund (assuming reinvestment of all dividends and distributions). This information, other than the six months ended December 31, 2007, has been audited by PricewaterhouseCoopers LLP, whose report, along with the funds’ financial statements, are included in the annual report, which is available upon request.

Nuveen Growth Allocation Fund

 

 

Class

(Inception

Date)

  Investment Operations     Less Distributions               Ratios/Supplemental Data  
Year Ended
June 30,
 

Beginning

Net Asset
Value

  Net
Investment
Income
(Loss)(a)
   

Net
Realized/

Unrealized

Gain (Loss)

    Total     Net
Investment
Income(g)
    Capital
Gains
    Total     Ending
Net
Asset
Value
  Total
Return(b)
    Ending
Net
Assets
(000)
  Ratios of
Expenses
to
Average
Net
Assets(c)
   

Ratios of

Net
Investment
Income
(Loss) to

Average
Net

Assets(c)

    Portfolio
Turnover
Rate
 
Class A (12/04)                          
2008(d)   $ 27.79   $ .03     $ (.78 )   $ (.75 )   $ (.22 )   $ (1.34 )   $ (1.56 )   $ 25.48   (2.57 )%   $ 5,367   1.68 %*   .16 %*   18 %
2007     23.95     .17       4.48       4.65       (.18 )     (.63 )     (.81 )     27.79   19.67       6,888   1.68     .66     31  
2006     20.71     .27       3.20       3.47       (.06 )     (.17 )     (.23 )     23.95   16.81       4,128   1.69     1.06     21  
2005(e)     20.00     .10       .61       .71                         20.71   3.55       3   1.72 *   .74 *   6  
Class B (12/04)                          
2008(d)     27.51     (.08 )     (.76 )     (.84 )     (.02 )     (1.34 )     (1.36 )     25.31   (2.93 )     776   2.43 *   (.61 )*   18  
2007     23.74     (.02 )     4.42       4.40             (.63 )     (.63 )     27.51   18.73       752   2.44     (.09 )   31  
2006     20.63     .07       3.21       3.28             (.17 )     (.17 )     23.74   15.94       298   2.44     .21     21  
2005(e)     20.00     .01       .62       .63                         20.63   3.15       3   2.47 *   (.01 )*   6  
Class C (12/04)                          
2008(d)     27.53     (.08 )     (.76 )     (.84 )     (.02 )     (1.34 )     (1.36 )     25.33   (2.93 )     8,381   2.43 *   (.60 )*   18  
2007     23.75     (.02 )     4.43       4.41             (.63 )     (.63 )     27.53   18.76       8,771   2.44     (.07 )   31  
2006     20.63     .07       3.22       3.29             (.17 )     (.17 )     23.75   15.99       3,524   2.44     .22     21  
2005(e)     20.00     .01       .62       .63                         20.63   3.15       3   2.47 *   (.01 )*   6  
Class I (12/04)(f)                          
2008(d)     27.85     .06       (.78 )     (.72 )     (.29 )     (1.34 )     (1.63 )     25.50   (2.47 )     4,782   1.44 *   .40 *   18  
2007     24.00     .24       4.48       4.72       (.24 )     (.63 )     (.87 )     27.85   19.95       4,868   1.43     .93     31  
2006     20.74     .22       3.32       3.54       (.11 )     (.17 )     (.28 )     24.00   17.15       3,261   1.44     .88     21  
2005(e)     20.00     .13       .61       .74                         20.74   3.70       2,066   1.44 *   1.02 *   6  

 

 *   Annualized.

 

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

 

(b)   Total Return is the combination of changes in net asset value, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total Return is not annualized.

 

(c)   After expense reimbursement from NAM, where applicable. When custodian fee credits are applied, the annualized Ratios of Expenses to Average Net Assets for 2008 are 1.66%, 2.41%, 2.41% and 1.41% for classes A, B, C and I, respectively, and the annualized Ratios of Net Investment Income to Average Net Assets for 2008 are .18%, (.59)%, (.58)% and .42% for classes A, B, C and I, respectively. When custodian fee credits are applied, the Ratios of Expenses to Average Net Assets for 2007 are 1.68%, 2.44%, 2.43% and 1.43% for classes A, B, C and I, respectively, and the Ratios of Net Investment Income to Average Net Assets for 2007 are .67%, (.08)%, (.07)% and .93% for classes A, B, C and I, respectively.

 

(d)   For the six months ended December 31, 2007 (unaudited).

 

(e)   For the period December 9, 2004 (commencement of operations) through June 30, 2005.

 

(f)   Subsequent to June 30, 2007, Class R shares were renamed Class I shares.

 

(g)   Distributions from Net Investment Income for the six months ended December 31, 2007, represent distributions paid “from and in excess of net investment income.”

 

Section 5    Financial Highlights

 

33


 

 

Nuveen Moderate Allocation Fund

 

 

Class
(Inception
Date)
      Investment Operations     Less Distributions               Ratios/Supplemental Data  
Year Ended
June 30,
  Beginning
Net Asset
Value
  Net
Investment
Income(a)
  Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains
    Total     Ending
Net
Asset
Value
  Total
Return(b)
    Ending
Net
Assets
(000)
  Ratios of
Expenses
to
Average
Net
Assets(c)
    Ratios of
Net
Investment
Income to
Average
Net
Assets(c)
    Portfolio
Turnover
Rate
 
Class A (8/96)                          
2008(d)   $ 26.73   $ .28   $ .11     $ .39     $ (.29 )   $ (2.32 )   $ (2.61 )   $ 24.51   1.52 %   $ 32,995   1.23 %*   2.06 %*   23 %
2007     25.40     .58     2.97       3.55       (.61 )     (1.61 )     (2.22 )     26.73   14.40       33,519   1.24     2.19     61  
2006     25.95     .50     1.41       1.91       (.54 )     (1.92 )     (2.46 )     25.40   7.60 **     30,644   1.24     1.91     56  
2005     24.56     .56     1.47       2.03       (.64 )           (.64 )     25.95   8.33       31,248   1.25     2.21     62  
2004     22.72     .41     1.92       2.33       (.49 )           (.49 )     24.56   10.29       33,312   1.25     1.72     61  
2003     23.48     .38     (.65 )     (.27 )     (.43 )     (.06 )     (.49 )     22.72   (.99 )     36,751   1.25     1.77     68  
Class B (8/96)                          
2008(d)     26.73     .18     .11       .29       (.19 )     (2.32 )     (2.51 )     24.51   1.15       5,780   1.98 *   1.31 *   23  
2007     25.40     .37     2.98       3.35       (.41 )     (1.61 )     (2.02 )     26.73   13.55       6,376   1.99     1.42     61  
2006     25.95     .30     1.41       1.71       (.34 )     (1.92 )     (2.26 )     25.40   6.80 **     8,051   1.99     1.15     56  
2005     24.56     .37     1.47       1.84       (.45 )           (.45 )     25.95   7.53       11,564   2.00     1.46     62  
2004     22.72     .23     1.92       2.15       (.31 )           (.31 )     24.56   9.48       12,459   2.00     .97     61  
2003     23.48     .22     (.65 )     (.43 )     (.27 )     (.06 )     (.33 )     22.72   (1.73 )     12,255   2.00     1.02     68  
Class C (8/96)                          
2008(d)     26.75     .18     .11       .29       (.19 )     (2.32 )     (2.51 )     24.53   1.15       8,065   1.98 *   1.31 *   23  
2007     25.42     .38     2.97       3.35       (.41 )     (1.61 )     (2.02 )     26.75   13.54       7,694   1.99     1.44     61  
2006     25.97     .30     1.41       1.71       (.34 )     (1.92 )     (2.26 )     25.42   6.79 **     7,342   1.99     1.16     56  
2005     24.58     .37     1.47       1.84       (.45 )           (.45 )     25.97   7.53       7,947   2.00     1.46     62  
2004     22.73     .23     1.93       2.16       (.31 )           (.31 )     24.58   9.52       8,632   2.00     .98     61  
2003     23.49     .22     (.65 )     (.43 )     (.27 )     (.06 )     (.33 )     22.73   (1.73 )     7,541   2.00     1.03     68  
Class I (8/96)(e)                          
2008(d)     26.73     .31     .11       .42       (.32 )     (2.32 )     (2.64 )     24.51   1.65       10,797   .98 *   2.31 *   23  
2007     25.40     .64     2.98       3.62       (.68 )     (1.61 )     (2.29 )     26.73   14.68       10,690   .99     2.44     61  
2006     25.95     .56     1.41       1.97       (.60 )     (1.92 )     (2.52 )     25.40   7.87 **     9,213   .99     2.15     56  
2005     24.56     .62     1.47       2.09       (.70 )           (.70 )     25.95   8.60       10,753   1.00     2.46     62  
2004     22.72     .47     1.92       2.39       (.55 )           (.55 )     24.56   10.56       9,117   1.00     1.98     61  
2003     23.47     .44     (.64 )     (.20 )     (.49 )     (.06 )     (.55 )     22.72   (.70 )     7,048   1.00     2.03     68  

 

 *   Annualized.

 

 **   During the fiscal year ended June 30, 2006, the Fund received a payment from the Adviser of $55,844 for losses realized on the disposal of investments purchased in violation of investment restrictions, which otherwise would have reduced total returns by .08%, .13%, .12% and .08% for Class A, B, C and I, respectively.

 

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

 

(b)   Total Return is the combination of changes in net asset value without any sales charge, reinvested dividend income at net asset value and reinvested capital gains distributions at net asset value, if any. Total Return is not annualized.

 

(c)   After expense reimbursement from NAM, where applicable. When custodian fee credits are applied, the annualized Ratios of Expenses to Average Net Assets for 2008 are 1.23%, 1.98%, 1.98% and .98% for classes A, B, C and I, respectively, and the annualized Ratios of Net Investment Income to Average Net Assets for 2008 are 2.07%, 1.32%, 1.32% and 2.32% for classes A, B, C and I, respectively. When custodian fee credits are applied, the Ratios of Expenses to Average Net Assets for 2007 are 1.24%, 1.99%, 1.99% and .99% for classes A, B, C and I, respectively, and the Ratios of Net Investment Income to Average Net Assets for 2007 are 2.19%, 1.42%, 1.44% and 2.44% for classes A, B, C and I, respectively.

 

(d)   For the six months ended December 31, 2007 (unaudited).

 

(e)   Subsequent to June 30, 2007, Class R shares were renamed Class I shares.

 

Section 5    Financial Highlights

 

34


Section 6    Glossary of Investment Terms

 

  Ÿ  

American Depositary Receipts (“ADRs”): Certificates issued by an U.S. depositary bank that represent a bank’s holdings of a stated number of shares of a non-U.S. company. ADRs are typically bought and sold in the same manner as U.S. securities (although investors can also purchase the non-U.S. securities overseas and convert them to ADRs, and likewise can convert an ADR to its underlying non-U.S. security and sell it overseas) and are priced in U.S. dollars. ADRs carry most of the risks of investing directly in non-U.S. equity securities.

 

  Ÿ  

Citigroup 3-Month U.S. Treasury Bill Index: An unmanaged index that measures the rate of return for 3-Month U.S. Treasury Bills.

 

  Ÿ  

Derivatives: Financial instruments whose performance is derived from the performance of an underlying asset, security or index. Derivatives involve the trading of rights or obligations based on the underlying product. They are used to hedge risk, to exchange a floating rate of return for fixed rate of return or to gain investment exposure. Derivatives include futures, options and swaps, among other instruments.

 

  Ÿ  

Emerging markets: Countries with low per capita income in the initial stages of their industrialization cycles. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies.

 

  Ÿ  

Futures: A financial contract obligating the buyer to purchase an asset or the seller to sell an asset at a predetermined future date and price. Futures contracts detail the quality and quantity of the underlying asset; they are standardized to facilitate trading on a futures exchange.

 

  Ÿ  

Lehman Brothers U.S. Aggregate Bond Index: An index which is the broadest measure of the taxable U.S. bond market, including most Treasury, agency, corporate, mortgage-backed, asset-backed, and international dollar-denominated issues, all with investment-grade ratings (rated Baa3 or above by Moody’s) and maturities of 1 year or more.

 

  Ÿ  

Lehman Brothers 10-Year Municipal Bond Index: An unmanaged index comprised of a broad range of investment-grade municipal bonds with maturities ranging from 8 to 12 years.

 

  Ÿ  

Lipper Peer Group: Reflects the performance of the Lipper Mixed-Asset Target Allocation Moderate Funds Index, a managed index that represents the average annualized returns of the 10 largest funds in the Lipper Mixed-Asset Target Association Moderate Funds Category.

 

 

Ÿ

 

Market Benchmark Index: An index comprised of a 40% weighting in the Russell 1000® Value Index and 60% in the Lehman Brothers 10-Year Municipal Bond Index.

 

  Ÿ  

Growth Allocation Composite: An index comprised of a 76% weighting in the S&P 500 Index, a 19% weighting in the Lehman Brothers U.S. Aggregate Bond Index, and a 5% weighting in Citigroup 3-Month U.S. Treasury Bill Index.

 

  Ÿ  

Moderate Allocation Composite: An index comprised of a 57% weighting in the S&P 500 Index, a 38% weighting in the Lehman Brothers U.S. Aggregate Bond Index, and a 5% weighting in Citigroup 3-Month U.S. Treasury Bill Index.

 

Section 6    Glossary of Investment Terms

 

35


  Ÿ  

Options: An investment that gives the buyer the right to buy or to sell shares of a specified stock at a specified price on or before a given date. There are also options on currencies and other financial assets.

 

 

Ÿ

 

Russell 1000® Value Index: A market capitalization-weighted index of those firms in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Index is a widely used benchmark for large-cap stock performance.

 

 

Ÿ

 

Russell 3000® Index: An index that measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market.

 

  Ÿ  

S&P 500 Index: An unmanaged index generally considered representative of the U.S. stock market.

 

  Ÿ  

Swaps: A financial contract between two parties to exchange a set of payments that one party owns for a set of payments owned by the other party.

 

Section 6    Glossary of Investment Terms

 

36


Appendix A    Underlying Funds

The list below represents those Underlying Funds currently available for investment by the fund. With NAM’s approval, R&T may add funds to this list without prior approval of or prior notice to shareholders.

 

Underlying Fund Name

  

Underlying Fund’s Investment Objective and
Principal Investment Strategy

Equity Funds   
Nuveen NWQ Large-Cap Value Fund    The investment objective of the fund is to seek to provide investors with long-term capital appreciation. Under normal market conditions, at least 80% of the fund’s net assets will be invested in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell® 1000 Index.
Nuveen Symphony Large-Cap Growth Fund    The investment objective of the fund is to seek long-term capital appreciation. Under normal market conditions, at least 80% of the fund’s net assets will be invested in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell® 1000 Growth Index.
Nuveen Tradewinds Value Opportunities Fund    The investment objective of the fund is to seek to provide investors with long-term capital appreciation. The fund’s net assets will be invested in equity securities of companies with varying market capitalizations, and may include small-, mid- and large-capitalization companies.
Nuveen Santa Barbara Growth Fund    The investment objective of the fund is to seek long-term capital appreciation. Under normal market conditions, the fund will generally invest in equity securities of companies with mid- to large-sized market capitalizations at the time of purchase. For this fund, companies with mid- to large-sized market capitalizations fall within the range of the largest and smallest companies in the Russell® 1000 Index.
Nuveen Rittenhouse Growth Fund    The investment objective of the fund is to provide long-term growth of capital by investing in a diversified portfolio consisting primarily of equity securities traded in U.S. securities markets of large-capitalization companies that have a history of consistent earnings and dividend growth. The fund ordinarily will invest at least 65% of its total assets in the equity securities of high quality companies—those large-capitalization companies with a high financial strength rating and a history of consistent and predictable earnings growth.
Nuveen U.S. Equity Completeness Fund    The investment objective of the fund is to provide capital appreciation and to enhance the risk/return profile of the U.S. equity portion of certain “fund of funds” advised by NAM.
Nuveen Tradewinds International Value Fund    The investment objective of the fund is to provide long-term capital appreciation. The fund invests in non-U.S. equity securities, including non-U.S. equity securities traded on non-U.S. exchanges and American Depositary Receipts.
iShares Dow Jones U.S. Real Estate Index Fund    The fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Dow Jones U.S. Real Estate Index.
iShares MSCI EAFE Growth Index Fund    The fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Growth Index. The fund generally will invest at least 90% of its assets in the securities of its underlying index or in American Depositary Receipts or other depositary receipts representing securities in the underlying index.

 

Appendix A    Underlying Funds

 

37


Underlying Fund Name

  

Underlying Fund’s Investment Objective and
Principal Investment Strategy

iShares MSCI Emerging Markets Index Fund    The fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index. The fund generally will invest at least 90% of its assets in the securities of its underlying index or in American Depository Receipts and Global Depositary Receipts representing such securities.
Nuveen Tradewinds Global Resources Fund    The investment objective of the fund is to seek long-term capital appreciation. Under normal market conditions, at least 80% of the fund’s net assets will be invested in equity securities of global energy and natural resources companies and companies in associated businesses, as well as utilities (such as gas, water, cable, electrical and telecommunications utilities).
Fixed Income Funds   
Nuveen Multi-Strategy Income Fund    The investment objective of the fund is to provide total return by investing in fixed income securities. Under normal circumstances, the fund will invest at least 80% of its net assets in fixed income securities using a risk-controlled, multi-strategy approach that invests across multiple sectors of the taxable fixed income market. Typically, the fund’s average duration will be five years or less and is not expected to be more than six years.
Nuveen High Yield Bond Fund    The investment objective of the fund is to maximize total return by investing in a diversified portfolio of high yield debt securities. Under normal circumstances, the fund will invest at least 80% of its net assets in U.S. and non-U.S. corporate high yield debt securities, including zero coupon, payment in-kind, corporate loans and convertible bonds.
iShares Lehman TIPS Bond Fund    The fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the inflation-protected sector of the U.S. Treasury market as defined by the Lehman Brothers U.S. Treasury TIPS Index. The fund generally will invest at least 90% of its assets in the inflation-protected bonds of its Index and at least 95% of its assets in U.S. government bonds.
Nuveen Short Duration Bond Fund    The investment objective of the fund is to provide high current income consistent with minimal fluctuations of principal. Under normal market conditions, the fund will invest at least 80% of its net assets in short duration securities using a risk-controlled, multi-strategy approach that invests across multiple sectors of the taxable fixed income market. Typically, the fund’s average duration will be between approximately one and two years but it will not exceed three years.

 

Appendix A    Underlying Funds

 

38


Nuveen Investments Mutual Funds

Nuveen Investments offers a variety of mutual funds designed to help you reach your financial goals. The funds below are grouped by category.

Global/International

Nuveen Symphony International Equity Fund

Nuveen Tradewinds International Value Fund

Nuveen Tradewinds Global All-Cap Fund

Nuveen Tradewinds Global Resources Fund

Nuveen Global Value Fund

Value

Nuveen Multi-Manager Large-Cap Value Fund

Nuveen NWQ Large-Cap Value Fund

Nuveen NWQ Multi-Cap Value Fund

Nuveen NWQ Small-Cap Value Fund

Nuveen NWQ Small/Mid-Cap Value Fund

Nuveen Symphony Large-Cap Value Fund

Nuveen Tradewinds Value Opportunities Fund

Growth

Nuveen Rittenhouse Growth Fund

Nuveen Santa Barbara Growth Fund

Nuveen Santa Barbara Growth Opportunities Fund

Core

Nuveen Santa Barbara Dividend Growth Fund

Nuveen Symphony Optimized Alpha Fund

Quantitative/Enhanced

Nuveen Enhanced Core Equity Fund

Nuveen Enhanced Mid-Cap Fund

Asset Allocation

Nuveen Growth Allocation Fund

Nuveen Moderate Allocation Fund

Nuveen Conservative Allocation Fund

Taxable Fixed Income

Nuveen High Yield Bond Fund

Nuveen Preferred Securities Fund

Nuveen Multi-Strategy Income Fund

Nuveen Short Duration Bond Fund

Municipal Bond

National Funds

Nuveen High Yield Municipal Bond Fund

Nuveen All-American Municipal Bond Fund

Nuveen Insured Municipal Bond Fund

Nuveen Intermediate Duration Municipal Bond Fund

Nuveen Limited Term Municipal Bond Fund

State Funds

Arizona

 

Louisiana

 

North Carolina

California1

 

Maryland

 

Ohio

Colorado

 

Massachusetts2

 

Pennsylvania

Connecticut

 

Michigan

 

Tennessee

Florida Preference

 

Missouri

 

Virginia

Georgia

 

New Jersey

 

Wisconsin

Kansas

 

New Mexico

 

Kentucky

 

New York2

 

Several additional sources of information are available to you, including the codes of ethics adopted by the fund, Nuveen, NAM and R&T. The Statement of Additional Information, incorporated by reference into this prospectus, contains detailed information on the policies and operation of the funds included in this prospectus. Additional information about the funds’ investments is available in the annual and semi-annual reports to shareholders. In the funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the funds’ performance during the last fiscal year. The funds’ most recent Statement of Additional Information, annual and semi-annual reports and certain other information are available free of charge by calling Nuveen at (800) 257-8787, on the funds’ website at www.nuveen.com or through your financial advisor. Shareholders may call the toll free number above with any inquiries.

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.

The funds are series of Nuveen Investment Trust, whose Investment Company Act file number is 811-07619.

 

1.   Long-term, insured long-term and high-yield portfolios.

 

2.   Long-term and insured long-term portfolios.

MPR-MGRO-0808D


August 1, 2008

NUVEEN INVESTMENT TRUST

333 West Wacker Drive

Chicago, Illinois 60606

Nuveen Growth Allocation Fund

Nuveen Moderate Allocation Fund

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a prospectus. This Statement of Additional Information relates to, and should be read in conjunction with, the Prospectus for Nuveen Growth Allocation Fund (the “Growth Allocation Fund”) and Nuveen Moderate Allocation Fund (the “Moderate Allocation Fund”) (individually a “Fund,” and collectively the “Funds”) dated August 1, 2008. A Prospectus may be obtained without charge from certain securities representatives, banks and other financial institutions that have entered into sales agreements with Nuveen Investments, LLC (“Nuveen”), or from a Fund, by written request to the applicable Fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530, or by calling (800) 257-8787.

TABLE OF CONTENTS

 

     Page

General Information

   S-2

Investment Restrictions

   S-2

Investment Policies and Techniques

   S-3

Management

   S-11

Fund Manager and Sub-Adviser

   S-23

Portfolio Transactions

   S-25

Net Asset Value

   S-26

Tax Matters

   S-27

Additional Information on the Purchase and Redemption of Fund Shares and Shareholder Programs

   S-29

Disclosure of Portfolio Holdings

   S-40

Distribution and Service Plans

   S-41

Independent Registered Public Accounting Firm, Custodian and Transfer Agent

   S-42

Financial Statements

   S-42

General Trust Information

   S-43

Appendix A—Ratings of Investments

   A-1

The audited financial statements for the Funds’ most recent fiscal year appear in the Funds’ Annual Report dated June 30, 2007 and the Funds’ unaudited financial statements for the six months ended December 31, 2007 appear in the Funds’ Semi-Annual Report dated December 31, 2007; each is incorporated herein by reference and is available without charge by calling (800) 257-8787.


GENERAL INFORMATION

The Funds are diversified series of Nuveen Investment Trust (the “Trust”), an open-end management investment company organized as a Massachusetts business trust on May 6, 1996. Each series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own objectives and policies. Currently, 12 series of the Trust are authorized and outstanding. The name of the Nuveen Global Value Fund was changed to the Nuveen Growth Allocation Fund on August 1, 2008. The name of the Nuveen Balanced Stock and Bond Fund was changed to the Nuveen Moderate Allocation Fund on August 1, 2008.

Certain matters under the Investment Company Act of 1940, as amended (the “1940 Act”), which must be submitted to a vote of the holders of the outstanding voting securities of a series company shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting shares of each series affected by such matter.

INVESTMENT RESTRICTIONS

The investment objective and certain fundamental investment policies of each Fund are described in the Prospectus for the Funds. Each Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the Funds’ outstanding voting shares:

(1) With respect to 75% of the total assets of the Fund, purchase the securities of any issuer (except securities issued or guaranteed by the United States government or any agency or instrumentality thereof or securities issued by other investment companies) if, as a result, (i) more than 5% of the Fund’s total assets would be invested in securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.

(2) Borrow money, except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act.

(3) Act as an underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of portfolio securities.

(4) Make loans except as permitted by the 1940 Act and exemptive orders granted under the 1940 Act.

(5) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options, futures contracts, or other derivative instruments, or from investing in securities or other instruments backed by physical commodities).

(6) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prohibit the Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).

(7) Issue senior securities, except as permitted under the 1940 Act.

(8) Purchase the securities of any issuer if, as a result, 25% or more of the Fund’s total assets would be invested in the securities of issuers whose principal business activities are in the same industry (except that this restriction shall not be applicable to securities issued or guaranteed by the U.S. government or any agency or instrumentality thereof).

The foregoing restrictions and limitations will apply only at the time of purchase of securities, and the percentage limitations will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of an acquisition of securities, unless otherwise indicated.

The foregoing fundamental investment policies, together with the investment objective of each of the Funds and certain other policies specifically identified in the Prospectus, cannot be changed without approval by holders of a “majority of the Fund’s outstanding voting shares.” As defined in the 1940 Act, this means the vote of (i) 67% or more of a Fund’s shares present at a meeting, if the holders of more

 

S-2


than 50% of the Fund’s shares are present or represented by proxy, or (ii) more than 50% of the Fund’s shares, whichever is less.

In addition to the foregoing fundamental investment policies, each Fund is also subject to the following non-fundamental restrictions and policies, which may be changed by the Board of Trustees. A Fund may not:

(1) Sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold short at no added cost, and provided that transactions in options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.

(2) Purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts, options on futures contracts, or other derivative instruments shall not constitute purchasing securities on margin.

(3) Pledge, mortgage or hypothecate any assets owned by the Fund except as may be necessary in connection with permissible borrowings or investments and then such pledging, mortgaging, or hypothecating may not exceed 33 1/3% of the Fund’s total assets at the time of the borrowing or investment.

(4) Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act and applicable state law.

(5) Enter into futures contracts or related options if more than 30% of the Fund’s net assets would be represented by such instruments or more than 5% of the Fund’s net assets would be committed to initial margin deposits and premiums on futures contracts and related options.

(6) Invest in direct interests in oil, gas or other mineral exploration programs or leases; however, the Fund may invest in the securities of issuers that engage in these activities.

(7) Purchase securities when borrowings exceed 5% of its total assets. If due to market fluctuations or other reasons, the value of the Fund’s assets falls below 300% of its borrowings, the Fund will reduce its borrowings within 3 business days. To do this, the Fund may have to sell a portion of its investments at a time when it may be disadvantageous to do so.

(8) Invest in illiquid securities if, as a result of such investment, more than 15% of the Fund’s net assets would be invested in illiquid securities.

INVESTMENT POLICIES AND TECHNIQUES

The following information supplements the discussion of the Funds’ investment objectives, policies and techniques that are described in the Prospectus for the Funds.

Investment Companies

Each Fund is a “fund of funds” that invests principally in the shares of other registered investment companies, including open-end mutual funds and exchange-traded funds (the “Underlying Funds”). Richards & Tierney, Inc., the Funds’ sub-adviser (“R&T”), exercises broad discretion in selecting which Underlying Funds to include in each Fund’s portfolio. The Funds intend to invest only in Underlying Funds that qualify for treatment as regulated investment companies (“RICs”) under the Internal Revenue Code of 1986, as amended. If an Underlying Fund fails to qualify as a RIC, it may be subject to federal income tax. No assurance can be given that an Underlying Fund will qualify as a RIC.

Rules adopted by the Securities and Exchange Commission (the “SEC”) allow funds to elect to make redemptions either in part or entirely in securities from their portfolios (“in-kind” redemptions) in place of cash under certain circumstances. If a Fund acquires in-kind securities from an Underlying Fund that has exercised such an election, the Fund may hold the securities until R&T decides to sell them. A Fund will likely incur additional expenses in connection with the sale of any securities acquired as a result of an in-kind redemption.

 

S-3


Equity Securities

The Underlying Funds may invest in various equity investments, including, but not limited to, common stocks, preferred stocks, warrants to purchase common stocks or preferred stocks, securities convertible into common or preferred stocks, such as convertible bonds and debentures, and other securities with equity characteristics.

In addition, the Underlying Funds may invest in equity securities of non-U.S. issuers, including American Depository Receipts as described in “Non-U.S. Securities” below.

Common Stocks

Common stocks represent units of ownership in a company. Common stocks usually carry voting rights and earn dividends. Unlike preferred stocks, which are described below, dividends on common stocks are not fixed but are declared at the discretion of the Board.

Preferred Stocks

Preferred stocks are also units of ownership in a company. Preferred stocks normally have preference over common stock in the payment of dividends and the liquidation of the company. However, in all other respects, preferred stocks are subordinated to the liabilities of the issuer. Unlike common stocks, preferred stocks are generally not entitled to vote on corporate matters. Types of preferred stocks include adjustable-rate preferred stock, fixed dividend preferred stock, perpetual preferred stock, and sinking fund preferred stock. Generally, the market values of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk.

General Risks of Investing in Stocks

While investing in stocks allows shareholders to participate in the benefits of owning a company, such shareholders must accept the risks of ownership. Unlike bondholders, who have preference to a company’s earnings and cash flow, preferred stockholders, followed by common stockholders in order of priority, are entitled only to the residual amount after a company meets its other obligations. For this reason, the value of a company’s stock will usually react more strongly to actual or perceived changes in the company’s financial condition or prospects than its debt obligations. Stockholders of a company that fares poorly can lose money.

Stock markets tend to move in cycles with short or extended periods of rising and falling stock prices. The value of a company’s stock may fall because of:

 

   

Factors that directly relate to that company, such as decisions made by its management or lower demand for the company’s products or services;

 

   

Factors affecting an entire industry, such as increases in production costs; and

 

   

Changes in financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates, currency exchange rates or inflation rates.

Because preferred stock is generally junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics.

Non-U.S. Investments

The Underlying Funds may invest in non-U.S. securities. Investments in securities of non-U.S. issuers involve risks in addition to the usual risks inherent in domestic investments, including currency risk. The value of a non-U.S. security in U.S. dollars tends to decrease when the value of the U.S. dollar rises against the non-U.S. currency in which the security is denominated and tends to increase when the value of the U.S. dollar falls against such currency.

Non-U.S. securities are affected by the fact that in many countries there is less publicly available information about issuers than is available in the reports and ratings published about companies in the U.S. and companies may not be subject to uniform accounting, auditing and financial reporting standards. Other risks inherent in non-U.S. investments include expropriation; confiscatory taxation;

 

S-4


withholding taxes on dividends and interest; less extensive regulation of non-U.S. brokers, securities markets and issuers; diplomatic developments; and political or social instability. Non-U.S. economies may differ favorably or unfavorably from the U.S. economy in various respects, and many non-U.S. securities are less liquid and their prices tend to be more volatile than comparable U.S. securities. From time to time, non-U.S. securities may be difficult to liquidate rapidly without adverse price effects.

The Underlying Funds may also invest in non-U.S. securities by purchasing depositary receipts, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), or Global Depositary Receipts (“GDRs”), or other securities representing indirect ownership interests in the securities of non-U.S. issuers. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designated for use in the U.S. securities markets, while EDRs and GDRs are typically in bearer form and may be denominated in non-U.S. currencies and are designed for use in European and other markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying non-U.S. security. ADRs, EDRs, and GDRs are deemed to have the same classification as the underlying securities they represent, except that ADRs, EDRs, and GDRs shall be treated as indirect non-U.S. investments. Thus, an ADR, EDR, or GDR representing ownership of common stock will be treated as common stock. ADRs, EDRs, and GDRs do not eliminate all of the risks associated with directly investing in the securities of non-U.S. issuers, such as changes in non-U.S. currency exchange rates. However, by investing in ADRs rather than directly in non-U.S. issuers’ stock, the Underlying Funds avoid currency risks during the settlement period. Some ADRs may not be sponsored by the issuer.

Other types of depositary receipts include American Depositary Shares (“ADSs”), Global Depositary Certificates (“GDCs”), and International Depositary Receipts (“IDRs”). ADSs are shares issued under a deposit agreement representing the underlying ordinary shares that trade in the issuer’s home market. An ADR, described above, is a certificate that represents a number of ADSs. GDCs and IDRs are typically issued by a non-U.S. bank or trust company, although they may sometimes also be issued by a U.S. bank or trust company. GDCs and IDRs are depositary receipts that evidence ownership of underlying securities issued by either a non-U.S. or a U.S. corporation.

Depositary receipts may be available through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by a depositary and the issuer of the security underlying the receipt. An unsponsored facility may be established by a depositary without participation by the issuer of the security underlying the receipt. There are greater risks associated with holding unsponsored depositary receipts. For example, if an Underlying Fund holds an unsponsored depositary receipt, it will generally bear all of the costs of establishing the unsponsored facility. In addition, the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities.

Securities transactions conducted outside the U.S. may not be regulated as rigorously as in the U.S., may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, non-U.S. securities, currencies and other instruments. The value of such positions also could be adversely affected by (i) other complex non-U.S. political, legal and economic factors, (ii) lesser availability than in the U.S. of data on which to make trading decisions, (iii) delays in an Underlying Fund’s ability to act upon economic events occurring in non-U.S. markets during non-business hours in the U.S., (iv) the imposition of different exercise and settlement terms and procedures and the margin requirements than in the U.S., (v) currency exchange rate changes, and (vi) lower trading volume and liquidity.

Currency Risk

To the extent that an Underlying Fund invests in non-U.S. securities, the Underlying Fund will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the non-U.S. currency will reduce returns or portfolio value. Generally, when the U.S. dollar rises in value relative to a non-U.S. currency, an Underlying Fund’s investment in securities denominated in that currency will lose value because its currency is worth fewer U.S. dollars. On the other hand, when the value of the U.S. dollar falls relative to a non-U.S. currency, an Underlying Fund’s investments denominated in that currency will tend to increase in value because that currency is worth more U.S. dollars. The exchange rates between the U.S. dollar and non-U.S. currencies depend upon such factors as supply and demand

 

S-5


in the currency exchange markets, international balance of payments, governmental intervention, speculation, and other economic and political conditions. Although an Underlying Fund generally values its assets daily in U.S. dollars, the Underlying Fund may not convert its holdings of non-U.S. currencies to U.S. dollars daily. An Underlying Fund may incur conversion costs when it converts its holdings to another currency. Non-U.S. exchange dealers may realize a profit on the difference between the price at which an Underlying Fund buys and sells currencies.

Cash Equivalents and Short-Term Investments

To keep cash on hand fully invested, the Funds may invest in cash equivalents and short-term fixed income securities. Short-term fixed income securities are defined to include, without limitation, the following:

(1) A Fund may invest in U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. government agency securities include securities issued by (a) the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, and the Government National Mortgage Association, whose securities are supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association, whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law. The U.S. government, its agencies, and instrumentalities do not guarantee the market value of their securities, and consequently, the value of such securities may fluctuate. A Fund may only invest in government securities with maturities of less than one year or that have a variable or floating rate of interest.

(2) A Fund may invest in certificates of deposit issued against funds deposited in a bank or savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. If such certificates of deposit are non-negotiable, they will be considered illiquid securities and be subject to a Fund’s 15% restriction on investments in illiquid securities. Pursuant to the certificate of deposit, the issuer agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Under current FDIC regulations, the maximum insurance payable as to any one certificate of deposit is $100,000; therefore, certificates of deposit purchased by a Fund may not be fully insured. A Fund may only invest in certificates of deposit issued by U.S. banks with at least $1 billion in assets.

(3) A Fund may invest in bankers’ acceptances which are short-term credit instruments used to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset or it may be sold in the secondary market at the going rate of interest for a specific maturity.

(4) A Fund may invest in repurchase agreements which involve purchases of debt securities. In such an action, at the time a Fund purchases the security, it simultaneously agrees to resell and redeliver the security to the seller, who also simultaneously agrees to buy back the security at a fixed price and time. This assures a predetermined yield for a Fund during its holding period since the resale price is always greater than the purchase price and reflects an agreed-upon market rate. Such actions afford an opportunity for the Funds to invest temporarily available cash. The Funds may enter into repurchase agreements only with respect to obligations of the U.S. government, its agencies or instrumentalities; certificates of deposit; or bankers acceptances in which a Fund may invest. Repurchase agreements may be considered loans to the seller, collateralized by the underlying securities. The risk to a Fund is limited to the ability of the seller to pay the agreed-upon sum on the repurchase date; in the event of default, the repurchase agreement provides that

 

S-6


the affected Fund is entitled to sell the underlying collateral. If the value of the collateral declines after the agreement is entered into, however, and if the seller defaults under a repurchase agreement when the value of the underlying collateral is less than the repurchase price, a Fund could incur a loss of both principal and interest. The portfolio manager monitors the value of the collateral at the time the action is entered into and at all times during the term of the repurchase agreement. The portfolio manager does so in an effort to determine that the value of the collateral always equals or exceeds the agreed-upon repurchase price to be paid to a Fund. If the seller were to be subject to a federal bankruptcy proceeding, the ability of a Fund to liquidate the collateral could be delayed or impaired because of certain provisions of the bankruptcy laws.

(5) A Fund may invest in commercial paper, which are short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between A Fund and a corporation. There is no secondary market for the notes. However, they are redeemable by a Fund at any time. The portfolio manager will consider the financial condition of the corporation (e.g., earning power, cash flow, and other liquidity ratios) and will continuously monitor the corporation’s ability to meet all of its financial obligations, because a Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. A Fund may only invest in commercial paper, corporate notes, corporate bonds or corporate debentures that are rated within the highest grade by Moody’s, Fitch or S&P and which mature within one year of the date of purchase or carry a variable or floating rate of interest.

Hedging Strategies

General Description of Hedging Strategies

The Funds may invest in Underlying Funds that utilize a variety of financial instruments, including options, futures contracts (sometimes referred to as “futures”), forward contracts and options on futures contracts, to attempt to hedge the Underlying Funds holdings. Derivative hedges generally are used to hedge against price movements in one or more particular securities positions that an Underlying Fund owns or intends to acquire. Such instruments may also be used to “lock-in” realized but unrecognized gains in the value of portfolio securities. Hedging instruments on stock indices, in contrast, generally are used to hedge against price movements in broad equity market sectors in which an Underlying Fund has invested or expects to invest. Hedging strategies, if successful, can reduce the risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce the opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. An Underlying Fund may also use derivative instruments to manage the risks of its assets. Risk management strategies include, but are not limited to, facilitating the sale of securities, managing the effective maturity or duration of debt obligations, establishing a position in the derivatives markets as a substitute for buying or selling certain securities or creating or altering exposure to certain asset classes. The use of derivative instruments may provide a less expensive, more expedient, or more specifically focused way for an Underlying Fund to invest than would “traditional” securities (i.e., stocks or bonds). The use of hedging instruments is subject to applicable regulations of the SEC, the several options and futures exchanges upon which they are traded, the Commodity Futures Trading Commission (the “CFTC”) and various state regulatory authorities. In addition, an Underlying Fund’s ability to use hedging instruments will be limited by tax considerations.

Risks and Special Considerations Concerning Derivatives

The use of derivative instruments involves certain general risks and considerations as described below. The specific risks pertaining to certain types of derivative instruments are described herein.

(1) Market Risk. Market risk is the risk that the value of the underlying assets may go up or down. Adverse movements in the value of an underlying asset can expose an Underlying Fund to losses. Market risk is the primary risk associated with derivative transactions. Derivative instruments may include elements of leverage and, accordingly, fluctuations in the value of the derivative instrument in relation to the underlying asset may be magnified. The successful use of derivative instruments depends upon a variety of factors, particularly the portfolio manager’s ability to predict movements of the securities,

 

S-7


currencies, and commodities markets, which may require different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed.

(2) Credit Risk. Credit risk is the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange traded derivatives is generally less than for privately-negotiated or OTC derivatives, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For privately-negotiated instruments, there is no similar clearing agency guarantee. In all transactions, the Underlying Fund will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transactions and possibly other losses to the Underlying Fund.

(3) Correlation Risk. Correlation risk is the risk that there might be an imperfect correlation, or even no correlation, between price movements of a derivative instrument and price movements of investments being hedged. When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged with any change in the price of the underlying asset. With an imperfect hedge, the value of the derivative instrument and its hedge are not perfectly correlated. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option or selling a futures contract) increased by less than the decline in value of the hedged investments, the hedge would not be perfectly correlated. This might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. The effectiveness of hedges using instruments on indices will depend, in part, on the degree of correlation between price movements in the index and the price movements in the investments being hedged.

(4) Liquidity Risk. Liquidity risk is the risk that a derivative instrument cannot be sold, closed out, or replaced quickly at or very close to its fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction. An Underlying Fund might be required by applicable regulatory requirements to maintain assets as “cover,” maintain segregated accounts, and/or make margin payments when it takes positions in derivative instruments involving obligations to third parties (i.e., instruments other than purchase options). If an Underlying Fund is unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expires, matures, or is closed out. These requirements might impair an Underlying Fund’s ability to sell a security or make an investment at a time when it would otherwise be favorable to do so, or require that the Underlying Fund sell a portfolio security at a disadvantageous time. An Underlying Fund’s ability to sell or close out a position in an instrument prior to expiration or maturity depends upon the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the counterparty to enter into a transaction closing out the position. Due to liquidity risk, there is no assurance that any derivatives position can be sold or closed out at a time and price that is favorable to an Underlying Fund.

(5) Legal Risk. Legal risk is the risk of loss caused by the unenforceability of a party’s obligations under the derivative. While a party seeking price certainty agrees to surrender the potential upside in exchange for downside protection, the party taking the risk is looking for a positive payoff. Despite this voluntary assumption of risk, a counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products.

(6) Systemic or “Interconnection” Risk. Systemic or interconnection risk is the risk that a disruption in the financial markets will cause difficulties for all market participants. In other words, a disruption in one market will spill over into other markets, perhaps creating a chain reaction. Much of the OTC derivatives market takes place among the OTC dealers themselves, thus creating a large interconnected web of financial obligations. This interconnectedness raises the possibility that a default by one large dealer could create losses for other dealers and destabilize the entire market for OTC derivative instruments.

 

S-8


Swaps, Caps, Collars and Floors

The Underlying Funds may engage in swaps, caps, collars and floors.

Swap Agreements

A swap is a financial instrument that typically involves the exchange of cash flows between two parties on specified dates (settlement dates), where the cash flows are based on agreed-upon prices, rates, indices, etc. The nominal amount on which the cash flows are calculated is called the notional amount. Swaps are individually negotiated and structured to include exposure to a variety of different types of investments or market factors, such as interest rates, non-U.S. currency rates, mortgage securities, corporate borrowing rates, security prices, indexes or inflation rates.

Swap agreements may increase or decrease the overall volatility of the investments of an Underlying Fund and its share price. The performance of swap agreements may be affected by a change in the specific interest rate, currency, or other factors that determine the amounts of payments due to and from an Underlying Fund. If a swap agreement calls for payments by an Underlying Fund, the Underlying Fund must be prepared to make such payments when due. In addition, if the counter-party’s creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses.

Generally, swap agreements have a fixed maturity date that will be agreed upon by the parties. The agreement can be terminated before the maturity date only under limited circumstances, such as default by one of the parties or insolvency, among others, and can be transferred by a party only with the prior written consent of the other party. An Underlying Fund may be able to eliminate its exposure under a swap agreement either by assignment or by other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. If the counter-party is unable to meet its obligations under the contract, declares bankruptcy, defaults or becomes insolvent, an Underlying Fund may not be able to recover the money it expected to receive under the contract.

A swap agreement can be a form of leverage, which can magnify an Underlying Fund’s gains or losses. In order to reduce the risk associated with leveraging, an Underlying Fund may cover its current obligations under swap agreements according to guidelines established by the SEC. If an Underlying Fund enters into a swap agreement on a net basis, it will segregate assets with a daily value at least equal to the excess, if any, of the Underlying Fund’s accrued obligations under the swap agreement over the accrued amount the Underlying Fund is entitled to receive under the agreement. If an Underlying Fund enters into a swap agreement on other than a net basis, it will segregate assets with a value equal to the full amount of the Underlying Fund’s accrued obligations under the agreement.

Equity Swaps. In a typical equity swap, one party agrees to pay another party the return on a stock, stock index or basket of stocks in return for a specified interest rate. By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks. Equity index swaps involve not only the risk associated with investment in the securities represented in the index, but also the risk that the performance of such securities, including dividends, will not exceed the return on the interest rate that an Underlying Fund will be committed to pay.

Interest Rate Swaps. Interest rate swaps are financial instruments that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future. Some of the different types of interest rate swaps are “fixed-for floating rate swaps,” “termed basis swaps” and “index amortizing swaps.” Fixed-for floating rate swaps involve the exchange of fixed interest rate cash flows for floating rate cash flows. Termed basis swaps entail cash flows to both parties based on floating interest rates, where the interest rate indices are different. Index amortizing swaps are typically fixed-for floating swaps where the notional amount changes if certain conditions are met.

Like a traditional investment in a debt security, an Underlying Fund could lose money by investing in an interest rate swap if interest rates change adversely. For example, if an Underlying Fund enters into a swap where it agrees to exchange a floating rate of interest for a fixed rate of interest, the Underlying Fund may have to pay more money than it receives. Similarly, if an Underlying Fund enters into a swap where it agrees to exchange a fixed rate of interest for a floating rate of interest, the Underlying Fund may receive less money than it has agreed to pay.

 

S-9


Currency Swaps. A currency swap is an agreement between two parties in which one party agrees to make interest rate payments in one currency and the other promises to make interest rate payments in another currency. An Underlying Fund may enter into a currency swap when it has one currency and desires a different currency. Typically the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end of the contract. Changes in non-U.S. exchange rates and changes in interest rates, as described above, may negatively affect currency swaps.

Caps, Collars and Floors

Caps and floors have an effect similar to buying or writing options. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level. The seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor.

Other Investment Policies and Techniques

Lending of Portfolio Securities

Each Fund may lend its portfolio securities, up to 33  1/3% of its total assets, to broker-dealers or institutional investors. The loans will be secured continuously by collateral at least equal to the value of the securities lent by “marking to market” daily. The Funds will continue to receive the equivalent of the interest or dividends paid by the issuer of the securities lent and will retain the right to call, upon notice, the lent securities. The Funds may also receive interest on the investment of the collateral or a fee from the borrower as compensation for the loan. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to firms deemed by the portfolio manager to be of good standing.

 

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MANAGEMENT

The management of the Trust, including general supervision of the duties performed for the Funds under the Management Agreement, is the responsibility of its Board of Trustees. The number of trustees of the Trust is nine, one of whom is an “interested person” (as the term “interested person” is defined in the Investment Company Act of 1940, as amended) and eight of whom are not interested persons (referred to herein as “independent trustees”). None of the independent trustees has ever been a trustee, director or employee of, or consultant to, Nuveen or its affiliates. The names, business addresses and birthdates of the trustees 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, Address and
Date of Birth

 

Position(s)
Held with
Funds

 

Term of Office
and Length of
Time Served with
Trust

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

 

Other
Directorships
Held by
Trustee

Independent Trustees

Robert P. Bremner

333 W. Wacker Dr.

Chicago, IL 60606

(8/22/40)

 

Chairman of the Board and Trustee

  Term—Indefinite* Length of service—Since 2003   Private Investor and Management Consultant   186   N/A

Jack B. Evans

333 W. Wacker Dr.

Chicago, IL 60606

(10/22/48)

 

Trustee

  Term—Indefinite* Length of service—Since inception   President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Director and Vice Chairman, United Fire Group, a publicly held company; member of the Board of Regents for the State of Iowa University System; member of the Advisory Council of the Department of Finance in the Tippie College of Business, University of Iowa; Director, Gazette Companies; Life Trustee of Coe College and 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).   186   See Principal Occupation description

 

S-11


Name, Address and
Date of Birth

 

Position(s)
Held with
Funds

 

Term of Office
and Length of
Time Served with
Trust

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

 

Other
Directorships
Held by
Trustee

William C. Hunter

333 W. Wacker Dr.

Chicago, IL 60606

(3/6/48)

 

Trustee

  Term—Indefinite* Length of service—Since 2004   Dean (since July 2006) Tippie College of Business, University of Iowa, 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); Director (since 1997), Credit Research Center at George Washington University; Director (since 2004) of Xerox Corporation; Director, Beta Gamma Sigma International Honor Society (since 2005); Director, SS&C Technologies, Inc. (May 2005-October 2005).   186   See Principal Occupation description

David J. Kundert

333 W. Wacker Dr.

Chicago, IL 60606

(10/28/42)

 

Trustee

  Term—Indefinite* Length of service—
Since 2005
  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, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; member, Board of Regents, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Investment Committee, Greater Milwaukee Foundation.   186   See Principal Occupation description

William J. Schneider

333 W. Wacker Dr.

Chicago, IL 60606

(9/24/44)

 

Trustee

  Term—Indefinite* Length of service—Since 2003   Chairman formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Partners Ltd., a real estate investment company; Director, Dayton Development Coalition; formerly, Member, Business Advisory Council, Cleveland Federal Reserve Bank.   186   See Principal Occupation description

 

S-12


Name, Address and
Date of Birth

 

Position(s)
Held with
Funds

 

Term of Office
and Length of
Time Served with
Trust

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Trustee

 

Other
Directorships
Held by
Trustee

Judith M. Stockdale

333 W. Wacker Dr.

Chicago, IL 60606

(12/29/47)

 

Trustee

  Term—Indefinite* Length of service—Since 2003   Executive Director, Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994).   186   N/A

Carole E. Stone

333 W. Wacker Dr.

Chicago, IL 60606

(6/28/47)

 

Trustee

  Term—Indefinite* Length of service—Since 2007   Director, Chicago Board Options Exchange (since 2006); Chair New York Racing Association Oversight Board (2005-12/2007); Commissioner, New York State Commission on Public Authority Reform (since 2005); formerly Director, New York State Division of the Budget (2000-2004), Chair, Public Authorities Control Board (2000-2004) and Director, Local Government Assistance Corporation (2000-2004).   186   See Principal Occupation description

Terence J. Toth

333 West Wacker Drive,

Chicago, IL 60606

(9/29/59)

 

Trustee

 

Term—Indefinite*

Length of service—
Since 2008

  Private Investor (since 2007); CEO and President, Northern Trust Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member: Goodman Theatre Board (since 2004); Chicago Fellowship Board (since 2005), University of Illinois Leadership Council Board (since 2007) and Catalyst Schools of Chicago Board (since 2008); formerly Member: Northern Trust Mutual Funds Board (2005-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).   186  

N/A

Interested Trustee

     

John P. Amboian**

333 West Wacker Drive,

Chicago, IL 60606
(6/14/61)

 

Trustee

 

Term—Indefinite*

Length of service—
Since 2008

 

Chief Executive Officer (since July 2007) and Director (since 1999) of Nuveen Investments, Inc.; Chief Executive Officer (since 2007) of Nuveen Asset Management, Rittenhouse Asset Management, Nuveen Investments Advisors, Inc. formerly, President (1999-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.

  186   See Principal Occupation description

 

 

*   Trustees serve an indefinite term until his/her successor is elected.
**   Mr. Amboian is an “interested person”, as defined in the 1940 Act, by reason of his positions with Nuveen Investments, Inc. and certain of its subsidiaries.

 

S-13


The following table sets forth information with respect to each officer of the Funds, other than Mr. Amboian, who is a trustee and is included in the table relating to the trustees. Officers of the Funds receive no compensation from the Funds. The terms of office of all officers expire in July 2009.

 

Name, Address
and Date of Birth

 

Position(s) Held
with Funds

 

Term of
Office and
Length of
Time Served
with Trust

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios

in Fund
Complex
Overseen by
Officer

Officers of the Funds

Gifford R. Zimmerman
333 W. Wacker Dr.
Chicago, IL 60606

(9/9/56)

 

Chief Administrative Officer

  Term—Until July 2009 Length of service—
Since inception
  Managing Director (since 2002), Assistant Secretary and Associate General Counsel, of Nuveen Investments, LLC; Managing Director (since 2002), Associate General Counsel and Assistant Secretary of Nuveen Asset Management; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); NWQ Investment Management Company, LLC (since 2002), Symphony Asset Management LLC (since 2003), Tradewinds Global Investors, LLC, (since 2006), Santa Barbara Asset Management, LLC (since 2006) and Nuveen HydePark Group, LLC and Richards & Tierney, Inc. (since 2007); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. (since 2003); Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; formerly, Managing Director (2002-2004), General Counsel (1998-2004) and Assistant Secretary, formerly Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*; Chartered Financial Analyst.   186

Michael T. Atkinson

333 W. Wacker Dr.
Chicago, IL 60606

(2/3/66)

 

Vice President

  Term—Until July 2009 Length of service— Since 2002   Vice President (since 2002) of Nuveen Investments, LLC.   186

Alan A. Brown

333 W. Wacker Dr.
Chicago, IL 60606

(8/1/62)

 

Vice President

  Term—Until July 2009 Length of service— Since 2007   Executive Vice President, Mutual Funds, Nuveen Investments, LLC (since 2005), previously, Managing Director and Chief Marketing Officer (2001-2005).   66
Lorna C. Ferguson
333 W. Wacker Dr.
Chicago, IL 60606
(10/24/45)
 

Vice President

  Term—Until July 2009 Length of service— Since inception   Managing Director (since 2004), formerly Vice President of Nuveen Investments, LLC; Managing Director (2004), formerly Vice President (1998- 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*; Managing Director (since 2005) of Nuveen Asset Management.   186

 

S-14


Name, Address
and Date of Birth

 

Position(s) Held
with Funds

 

Term of
Office and
Length of
Time Served
with Trust

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios

in Fund
Complex
Overseen by
Officer

Stephen D. Foy

333 W. Wacker Dr.
Chicago, IL 60606 (5/31/54)

 

Vice President and Controller

  Term—Until July 2009 Length of service— Since inception   Vice President (since 1993) and Funds Controller (since 1998) of Nuveen Investments, LLC; Vice President (since 2005) of Nuveen Asset Management; formerly, Vice President and Funds Controller of Nuveen Investments, Inc. (1998-2003); Certified Public Accountant.   186
Walter M. Kelly
333 W. Wacker Dr.
Chicago, IL 60606 (2/24/70)
 

Chief Compliance Officer and Vice President

  Term—Until July 2009 Length of service— Since 2003   Assistant Vice President and Assistant Secretary of the Nuveen Funds (2003-2006); Vice President (since 2006), formerly Assistant Vice President and Assistant General Counsel (2003-2006) of Nuveen Investments, LLC; Vice President (since 2006) and Assistant Secretary (since 2003) formerly, Assistant Vice President of Nuveen Asset Management; previously, Associate (2001-2003) at the law firm of VedderPrice P.C.   186
David J. Lamb
333 W. Wacker Dr.
Chicago, IL 60606 (3/22/63)
 

Vice President

  Term—Until July 2009 Length of service— Since inception   Vice President of Nuveen Investments, LLC (since 2000); Certified Public Accountant.   186
Tina M. Lazar
333 W. Wacker Dr.
Chicago, IL 60606 (6/27/61)
 

Vice President

  Term—Until July 2009 Length of service— Since 2002   Vice President of Nuveen Investments, LLC (since 1999).   186
Larry W. Martin
333 W. Wacker Dr.
Chicago, IL 60606
(7/27/51)
 

Vice President and Assistant Secretary

  Term—Until July 2009 Length of service—Since inception   Vice President, Assistant Secretary and Assistant General Counsel of Nuveen Investments, LLC; Vice President (since 2005) and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002), NWQ Investment Management Company, LLC (since 2002), Symphony Asset Management LLC (since 2003), Tradewinds Global Investors, LLC and Santa Barbara Asset Management LLC (since 2006) and of Nuveen HydePark Group, LLC and Richards & Tierney, Inc. (since 2007); formerly, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*   186

 

S-15


Name, Address
and Date of Birth

 

Position(s) Held
with Funds

 

Term of
Office and
Length of
Time Served
with Trust

 

Principal Occupation(s)
During Past 5 Years

 

Number of
Portfolios

in Fund
Complex
Overseen by
Officer

Kevin J. McCarthy
333 W. Wacker Dr.
Chicago, IL 60606
(3/26/66)
 

Vice President and Secretary

  Term—Until July 2009 Length of service—Since 2007   Managing Director (since 2008), formerly, Vice President (2007) Nuveen Investments, LLC, Nuveen Asset Management and Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary Nuveen Investment Advisers Inc., Nuveen Investment Institutional Services Group LLC, NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, Nuveen HydePark Group, LLC and Richards & Tierney, Inc. (since 2007); Vice President and Assistant General Counsel, Nuveen Investments, Inc. (since 2007); prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).   186
John V. Miller
333 W. Wacker Dr.
Chicago, IL 60606
(4/10/67)
 

Vice President

  Term—Until July 2009 Length of service—Since 2007   Managing Director (since 2007), formerly, Vice President (2002-2007) of Nuveen Investments, LLC; Chartered Financial Analyst.   186

Christopher M. Rohrbacher

333 West Wacker Drive

Chicago, IL 60606

(8/1/71)

 

Vice President and Assistant Secretary

  Term—Until July 2009 Length of service—Since 2008   Vice President, Nuveen Investments, LLC (since 2008); Vice President and Assistant Secretary, Nuveen Asset Management (since 2008); Vice President and Assistant General Counsel, Nuveen Investments, Inc. (since 2008); prior thereto, Associate, Skadden, Arps, Slate Meagher & Flom LLP (2002-2008)   186
James F. Ruane
333 W. Wacker Dr.
Chicago, IL 60606
(7/3/62)
 

Vice President and Assistant Secretary

  Term—Until July 2009 Length of service—Since 2007   Vice President, Nuveen Investments (since 2007); prior thereto, Partner, Deloitte & Touche USA LLP (since 2005), formerly, senior tax manager (since 2002); Certified Public Accountant.   186
John S. White
333 W. Wacker Dr.
Chicago, IL 60606
(5/12/67)
 

Vice President

  Term—Until July 2009 Length of service—Since 2007   Vice President (since 2006) of Nuveen Investments, LLC, formerly, Assistant Vice President (2002-2006); Lieutenant Colonel (since 2007), United States Marine Corps Reserve, formerly, Major (since 2001).   66
Mark L. Winget
333 W. Wacker Dr.
Chicago, IL 60606
(12/21/68)
 

Vice President and Assistant Secretary

  Term—Until July 2009 Length of service—Since 2008   Vice President, Nuveen Investments, LLC (since 2008); Vice President and Assistant Secretary, Nuveen Asset Management, (since 2008); Vice President and Assistant General Counsel, Nuveen Investments, Inc. (since 2008); prior thereto, Counsel, Vedder Price P.C. (1997-2007).   186

 

*   Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were reorganized into Nuveen Asset Management, effective January 1, 2005.

 

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The Trustees of the Trust are trustees of 186 open-end and closed-end funds sponsored by Nuveen. None of the independent trustees has ever been a director, officer or employee of, or a consultant to, NAM, Nuveen or their affiliates.

Compensation

The following table shows, for each independent trustee, (1) the aggregate compensation, including deferred amounts, paid by the Trust for its fiscal year ended June 30, 2007, (2) the amount of total compensation each Trustee elected to defer from the Trust for its fiscal year ended June 30, 2007, and (3) the total compensation paid to each Trustee by the Nuveen fund complex during the fiscal year ended June 30, 2007. The Trust has no retirement or pension plans.

 

Name of Person, Position

  Aggregate
Compensation
From the Trust1
  Amount of Total
Compensation that
Has Been Deferred2
  Total Compensation
from Funds and
Fund Complex
Paid to Trustees3

Robert P. Bremner

  $ 6,054   $ 855   $ 195,279

Jack B. Evans

    6,165     1,455     194,329

William C. Hunter

    4,714     4,164     145,829

David J. Kundert

    4,978     4,412     158,329

William J. Schneider

    6,073     5,378     181,614

Judith M. Stockdale

    4,875     2,637     153,000

Carole E. Stone

    1,320         37,250

Terence J. Toth4

           

 

1

 

The compensation paid, including deferred amounts, to the independent trustees for the fiscal year ended June 30, 2007 for services to the Trust.

 

2

 

Pursuant to a deferred compensation agreement with the Trust, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. The amounts provided are the total deferred fees (including the return from the assumed investment in the eligible Nuveen Funds) payable from the Trust.

 

3

 

Based on the compensation paid (including any amounts deferred) to the trustees for the one year period ending June 30, 2007 for services to the open-end and closed-end funds.

 

4

 

Mr. Toth was appointed to the Board of Trustees of the Trust effective July 1, 2008.

The Funds have no employees. Their officers are compensated by Nuveen Investments or its affiliates.

The following table sets forth the dollar range of equity securities beneficially owned by each trustee as of December 31, 2007:

 

Name of Trustee

  Dollar Range of Equity
Securities in the Funds
  Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Companies Overseen by
Trustee in Family of
Investment Company
  Moderate
Allocation Fund
  Growth
Allocation Fund
 

John P. Amboian

  $0   $0   Over $100,000

Robert P. Bremner

  $0   $10,001-$50,000   Over $100,000

Jack B. Evans

  $10,001-$50,000   $10,001-$50,000   Over $100,000

William C. Hunter

  Over $100,000   $0   Over $100,000

David J. Kundert

  $0   $0   Over $100,000

William J. Schneider

  $0   Over $100,000   Over $100,000

Judith M. Stockdale

  $0   $50,001-$100,000   Over $100,000

Carole E. Stone

  $0   $0   $10,001-$50,000

Terence J. Toth

  $0   $0   $0

 

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The independent trustees have represented that they do not own, beneficially or of record, any security of NAM, Nuveen or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with NAM, Nuveen or any sub-adviser to the Funds.

Prior to January 1, 2008, for all Nuveen Funds, independent trustees receive a $95,000 annual retainer plus (a) a fee of $3,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person or by telephone where in-person attendance is required and $1,500 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for attendance in person or by telephone at an Audit Committee meeting; (d) a fee of $1,500 per meeting for attendance in person or by telephone at a regularly scheduled Compliance, Risk Management and Regulatory Oversight Committee meeting; (e) a fee of $1,500 per meeting for attendance in person at a non-regularly scheduled Compliance, Risk Management and Regulatory Oversight Committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required, except that the chairperson of the Compliance, Risk Management and Regulatory Oversight Committee may at any time designate a non-regularly scheduled meeting of the committee as an in-person meeting for the purposes of fees to be paid; (f) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the Dividend Committee; and (g) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Lead Independent Trustee receives $25,000, the chairpersons of the Audit Committee and the Compliance, Risk Management and Regulatory Oversight Committee receive $7,500 and the chairperson of the Nominating and Governance Committee receives $5,000 as additional retainers to the annual retainer paid to such individuals. Independent trustees also receive a fee of $2,000 per day for site visits to entities that provide services to the Nuveen Funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the funds managed by NAM on the basis of relative net asset sizes, although fund management may, in its discretion, establish a minimum amount to be allocated to each fund.

Effective January 1, 2008, independent trustees receive a $95,000 annual retainer plus (a) a fee of $3,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $2,000 per meeting for attendance in person where such in-person attendance is required and $1,500 per meeting for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,500 per meeting for attendance in person or by telephone at an Audit Committee meeting; (d) a fee of $1,500 per meeting for attendance in person at a Compliance, Risk Management and Regulatory Oversight Committee meeting where in-person attendance is required and $1,000 per meeting for attendance by telephone or in person where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone for a meeting of the Dividend Committee; and (f) a fee of $500 per meeting for attendance in person at all other committee meetings (including shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required and $100 per meeting when the executive committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the Chairman of the Board of Trustees receives $50,000, the chairpersons of the Audit Committee and the Compliance, Risk Management and Regulatory Oversight Committee receive $7,500 and the chairperson of the Nominating

 

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and Governance Committee receives $5,000 as additional retainers to the annual retainer paid so such individuals. Independent Board Members also receive a fee of $2,000 per day for site visits to entities that provide services to the Nuveen funds on days on which no regularly scheduled board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee, however, in general such fees will be $1,000 per meeting for attendance in person at any ad hoc committee meeting where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the funds managed by NAM, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund.

The trustee who is not an independent trustee serves without any compensation from the Funds.

As of the date of this Statement of Additional Information, the officers and trustees of the Funds, in the aggregate, own 3.09% of the shares of the Growth Allocation Fund and less than 1% of the shares of the Moderate Allocation Fund.

The following table sets forth the percentage ownership of each person, who, as of July 15, 2008, owned of record, or is known by the Trust to have owned of record or beneficially, 5% or more of any class of a Fund’s shares.

 

Name of Fund and Class

  

Name and Address of Owner

  

Percentage
of Record
Ownership

Nuveen Growth Allocation Fund

     

Class A Shares

  

Prudential Investments Management, Inc.

For the benefit of its mutual fund clients

Attn: PRUCHOICE Unit

Mail Stop 194-201

194 Wood Ave. S

Iselin, NJ 08830-2710

   23.75%
  

Merrill Lynch, Pierce, Fenner & Smith

For the benefit of its customers

Attn: Fund Administration

4800 Deer Lake Dr. E Fl 3

Jacksonville, FL 32246-6484

   18.24%

Class B Shares

  

Merrill Lynch, Pierce, Fenner & Smith

For the benefit of its customers

Attn: Fund Administration

4800 Deer Lake Dr. E Fl 3

Jacksonville, FL 32246-6484

   8.26%
  

First Clearing LLC

Silvia Colombara

17 Joan Drive

Newton, CT 06470-2219

   7.42%
  

First Clearing LLC

E.S. Pharmacy Inc. PSP

23 Governor Street

RidgeField, CT 06877-4608

   7.16%
  

First Clearing LLC

David H. Woronick

23 N. Branford Rd

Wallingford, CT 06492-2711

   7.08%
  

First Clearing LLC

Ben H. Kincaid SR

2813 Lakeview Drive

Lenoir, NC 28645-9133

   6.58%

 

S-19


Name of Fund and Class

  

Name and Address of Owner

  

Percentage
of Record
Ownership

Class C Shares

  

Merrill Lynch, Pierce, Fenner & Smith

For the benefit of its customers

Attn: Fund Administration

4800 Deer Lake Dr. E Fl 3

Jacksonville, FL 32246-6484

   32.07%

Class I Shares

  

Nuveen Investments, Inc.

Attn: Sherri Hlavacek

333 W. Wacker Dr.

Chicago, IL 60606-1220

   53.30%
  

Wachovia Bank

For benefit of Nuveen Investments 401(k)

1525 West WT Harris Blvd.

Charlotte, NC 28288-0001

   24.62%
  

Prudential Investment Management, Inc.

For benefit of mutual fund clients

Attn: PRUCHOICE Unit

Mail Stop 194-201

194 Wood Ave S

Iselin, NJ 08830-2710

   7.81%

Nuveen Moderate Allocation Fund

     

Class A Shares

  

Merrill Lynch, Pierce, Fenner & Smith

For the benefit of its customers

Attn: Fund Administration

4800 Deer Lake Dr. E Fl 3

Jacksonville, FL 32246-6484

   15.06%
  

Citigroup Global Markets Inc.

Attn: Peter Booth, 7th Floor

333 West 34th Street

New York, NY 10001-2402

   12.63%
  

Morgan Stanley DW, Inc.

Attn: Mutual Funds Operations

Harborside Financial Center

Plaza Two, 2nd Floor

Jersey City, NJ 07311

   5.58%

Class B Shares

  

Merrill Lynch, Pierce, Fenner & Smith

For the benefit of its customers

Attn: Fund Administration

4800 Deer Lake Dr. E Fl 3

Jacksonville, FL 32246-6484

   22.17%
  

Morgan Stanley DW, Inc.

Attn: Mutual Funds Operations

Harborside Financial Center

Plaza Two, 2nd Floor

Jersey City, NJ 07311

   12.28%

 

S-20


Name of Fund and Class

  

Name and Address of Owner

  

Percentage
of Record
Ownership

Class C Shares

  

Merrill Lynch, Pierce, Fenner & Smith

For the benefit of its customers

Attn: Fund Administration

4800 Deer Lake Dr. E Fl 3

Jacksonville, FL 32246-6484

   56.45%

Class I Shares

  

National Financial Services, LLC

The Northern Trust Company

P.O. Box 92956

Chicago, IL 60675-0001

   47.41%
  

Wachovia Bank

For benefit of Nuveen Investments 401(k)

1525 West WT Harris Blvd.

Charlotte, NC 28288-0001

   30.85%

Committees

The Board of Trustees of the Funds has five standing committees: the Executive Committee, the Audit Committee, the Nominating and Governance Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight Committee.

Robert P. Bremner, Chair, Judith M. Stockdale and John P. Amboian serve as the current members of the Executive Committee of the Board of Trustees. The Executive Committee, which meets between regular meetings of the Board of Trustees, is authorized to exercise all of the powers of the Board of Trustees. During the fiscal year ended June 30, 2008, the Executive Committee met four times.

The Dividend Committee is authorized to declare distributions on each Fund’s shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Jack B. Evans, Judith Stockdale and Terence J. Toth. During the fiscal year ended June 30, 2008, the Dividend Committee met 13 times.

The Audit Committee monitors the accounting and reporting policies and practices of the Funds, the quality and integrity of the financial statements of the Funds, compliance by the Funds with legal and regulatory requirements and the independence and performance of the external and internal auditors. The members of the Audit Committee are Jack B. Evans, Robert P. Bremner, David Kundert, Chair, and William J. Schneider, each of whom is an independent trustee of the Funds. During the fiscal year ended June 30, 2008, the Audit Committee met four times.

Nomination of independent trustees is committed to a Nominating and Governance Committee composed of the independent trustees of the Funds. The Committee operates under a written charter adopted and approved by the Board of Trustees. The Nominating and Governance Committee is responsible for Board selection and tenure; selection and review of committees; and Board education and operations. In addition, the Committee monitors performance of legal counsel and other service providers; periodically reviews and makes recommendations about any appropriate changes to trustee compensation; and has the resources and authority to discharge its responsibilities, including retaining special counsel and other experts or consultants at the expense of the Funds. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new trustees and reserves the right to interview all candidates and to make the final selection of any new trustees. The members of the Nominating and Governance Committee are Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, Judith M. Stockdale, Carole E. Stone and Terence J. Toth. During the fiscal year ended June 30, 2008, the Nominating and Governance Committee met six times.

 

S-21


The Compliance, Risk Management and Regulatory Oversight Committee is responsible for the oversight of compliance issues, risk management, and other regulatory matters affecting the Funds that are not otherwise the jurisdiction of the other board committees. As part of its duties regarding compliance matters, the Committee is responsible for the oversight of the Pricing Procedures of the Funds and the Valuation Group. The members of the Compliance, Risk Management and Regulatory Oversight Committee are William C. Hunter, William J. Schneider, Chair, Judith M. Stockdale and Carole E. Stone. During the fiscal year ended June 30, 2008, the Compliance, Risk Management and Regulatory Oversight Committee met four times.

Independent Chairman

The trustees have elected Robert P. Bremner as the independent Chairman of the Board of Trustees. Specific responsibilities of the Chairman include (a) presiding at all meetings of the Board of Trustees and of the shareholders; (b) seeing that all orders and resolutions of the trustees are carried into effect; and (c) maintaining records of and, whenever necessary, certifying all proceedings of the trustees and the shareholders.

Proxy Voting Procedures

Each Fund has adopted a proxy voting policy that seeks to ensure that proxies for securities held by the Fund are voted consistently and solely in the best economic interests of the Funds.

A member of each Fund’s management team is responsible for oversight of the Fund’s proxy voting process. With regard to equity securities, R&T has engaged the services of Institutional Shareholder Services, Inc. (“ISS”) to make recommendations on the voting of proxies relating to securities held by the Funds and managed by R&T. ISS provides voting recommendations based upon established guidelines and practices. R&T reviews ISS recommendations and frequently follow the ISS recommendations. However, on selected issues, R&T may not vote in accordance with the ISS recommendations when it believes that specific ISS recommendations are not in the best economic interest of the applicable Fund. If R&T manages the assets of a company or its pension plan and any of R&T’s clients hold any securities of that company, R&T will vote proxies relating to such company’s securities in accordance with the ISS recommendations to avoid any conflict of interest. For clients that are registered investment companies where a material conflict of interest has been identified by R&T and ISS does not offer a recommendation for the matter, R&T shall disclose the conflict and R&T’ Proxy Voting Committee shall determine the manner in which to vote and notify the affected Fund’s Board or its designated committee.

Although R&T has affiliates that provide investment advisory, broker-dealer, insurance or other financial services, they do not receive non-public information about the business arrangements of such affiliates (except with regard to major distribution partners of their investment products) or the directors, officers and employees of such affiliates. Therefore, R&T is unable to consider such information in its process of determining whether there are material conflicts of interests.

R&T has adopted the ISS Proxy Voting Guidelines. While these guidelines are not intended to be all-inclusive, they do provide guidance on the sub-adviser’s general voting policies.

In the event that a Fund receives a proxy in connection with its holdings of an Underlying Fund advised by NAM (a “Nuveen Underlying Fund”), R&T will vote such Fund’s shares pro rata with the other shareholders of the Nuveen Underlying Fund to avoid any potential conflict of interest. In the event a Fund were to receive a proxy in connection with its holdings of the Nuveen U.S. Equity Completeness Fund (“USECF”), R&T will vote a Fund’s shares in such a manner as it deems appropriate taking into consideration the economic interests of the Fund’s shareholders; provided, however, that any proposal to increase the management fee of USECF shall be submitted to the shareholders of the Funds.

When required by applicable regulations, information regarding how a Fund voted proxies relating to portfolio securities will be available without charge by calling (800) 257-8787 or by accessing the Securities and Exchange Commission’s website at http://www.sec.gov.

 

S-22


FUND MANAGER AND SUB-ADVISER

Fund Manager

NAM acts as the manager of the Funds, with responsibility for the overall management of the Funds. NAM is a Delaware corporation and its address is 333 West Wacker Drive, Chicago, Illinois 60606. NAM has selected R&T, 111 West Jackson Boulevard, Suite 1411, Chicago, Illinois, 60604, an affiliate of NAM, as sub-adviser to manage the investment portfolio of the Funds. R&T manages and supervises the investment of the Funds’ assets on a discretionary basis, subject to the supervision of NAM. NAM is also responsible for managing the Funds’ business affairs and providing day-to-day administrative services to the Funds. For additional information regarding the management services performed by NAM and R&T, see “Who Manages the Funds” in the Prospectus.

NAM is an affiliate of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606, which is also the principal underwriter of the Funds’ shares. Nuveen is the principal underwriter for the Nuveen Mutual Funds, and has served as co-managing underwriter for the shares of the Nuveen Closed-End Funds. Nuveen and NAM are subsidiaries of Nuveen Investments, Inc. (“Nuveen Investments”).

On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois. The investor group includes affiliates of Merrill Lynch & Co., Inc. (“Merrill Lynch). In connection with the transaction, Merrill Lynch became an indirect “affiliated person” (as that term is defined in the 1940 Act) of NAM and the Funds. As a result, the Funds are prohibited from entering into principal transactions with Merrill Lynch and certain of its affiliates and are subject to other limitations in transacting with Merrill Lynch. NAM and the Funds do not believe that any such prohibition or limitation will have a materially adverse effect on the Funds’ ability to pursue their investment objectives and policies.

For the fund management services and facilities furnished by NAM, the Funds have agreed to pay an annual management fee at rates set forth in the Prospectus under “Who Manages the Funds.” In addition, NAM has agreed to waive all or a portion of its management fee or reimburse certain expenses of the Funds. The Prospectus includes current expense waivers and expense reimbursements for the Funds.

The Funds have agreed to pay an annual fund-level management fee payable monthly of 0.15% of the average daily net assets of the Funds.

The following tables set forth the management fees (net of expenses reimbursements) paid by the Funds and the fees waived and expenses reimbursed by NAM for the specified periods.

 

     Amount of Management Fees (Net of
Expense Reimbursements by NAM)
   Amount of Fees Waived and
Expenses Reimbursed by NAM
     7/01/04-
6/30/05
    7/01/05-
6/30/06
   7/01/06-
6/30/07
   7/01/04-
6/30/05
    7/01/05-
6/30/06
   7/01/06-
6/30/07

Nuveen Growth Allocation Fund

   $ *   $ 19,884    $ 145,967    $ 13,133 *   $ 36,250    $ 21,281

Nuveen Moderate Allocation Fund

     436,974       389,326      411,868      30,966       43,075      11,415

 

* For the period December 9, 2004 (commencement of operations) through June 30, 2005.

In addition to the management fee, the Funds also pay a portion of the Trust’s general administrative expenses allocated in proportion to the net assets of each Fund. All fees and expenses are accrued daily and deducted before payment of dividends to investors.

The Funds, the other Nuveen funds, NAM, and other related entities have adopted a code of ethics which essentially prohibits all Nuveen fund management personnel, including Nuveen fund portfolio managers, from engaging in personal investments which compete or interfere with, or attempt to take advantage of the Funds’ anticipated or actual portfolio transactions, and is designed to assure that the interests of shareholders are placed before the interests of Nuveen personnel in connection with personal investment transactions.

Sub-Adviser

R&T, the Funds’ sub-adviser, was formed to provide a variety of products and services to assist large institutional clients in their investment management processes. These products and services are aimed at

 

S-23


improving and enhancing the risk or reward characteristics of client assets. The firm’s products feature innovative concepts combined with the practical application of investment technologies and quantitative methods. R&T seeks to improve client investment performance through the application of leading edge techniques which add value and control risk in investment management processes.

As compensation for the portfolio management services provided by R&T, NAM pays R&T an annual portfolio management fee equal to 50% of NAM’s management fee, net of any expense reimbursements and supplemental platform service payments.

Prior to August 1, 2008, the Funds’ assets were subject to Sub-Advisory Agreement, with the Funds’ former sub-advisers. NWQ and Tradewinds served as sub-advisers to the Growth Allocation Fund and Institutional Capital LLC (“ICAP”) served as sub-adviser to the Moderate Allocation Fund. The sub-advisers provided continuous advice and recommendations concerning each Fund’s investments, and were responsible for selecting the broker/dealers who executed the portfolio transactions. The following table sets forth the fees paid by NAM to the sub-advisers for their services for the three most recent fiscal years.

 

     Amount Paid by NAM to Sub-Advisers  
     12/9/04-
6/30/05
   7/01/05-
6/30/06
    7/01/06-
6/30/07
 

Nuveen Growth Allocation Fund

   $ 845    $ 15,359 *   $ 77,164 *
     Amount Paid by NAM to ICAP  
     7/01/04-
6/30/05
   7/01/05-
6/30/06
    7/01/06-
6/30/07
 

Nuveen Moderate Allocation Fund

   $ 175,112    $ 162,806     $ 159,896  

 

* 50% of the fees were paid to NWQ and 50% were paid to Tradewinds.

Portfolio Managers

Thomas M. Richards, CFA, a founder of R&T, and James A. Colon, CFA, have primary responsibility for the day-to-day implementation of the investment strategies of the Funds.

Other Accounts Managed. In addition to managing the Funds, the portfolio managers are also primarily responsible for the day-to-day portfolio management of the following accounts as of June 30, 2008:

 

Portfolio Manager

  

Type of Account Managed

  Number of
Accounts
  Assets   Number of
Accounts with
Performance
Based Fees
  Assets of
Accounts with
Performance-
Based Fees

Thomas M. Richards

   Registered Investment Company Other Pooled Investment Vehicles Other Accounts   0

0

0

 

  0

0

0

 

James A. Colon

   Registered Investment Company Other Pooled Investment Vehicles Other Accounts   0

0

0

 

  0

0

0

 

Compensation. Compensation for key investment professionals of R&T consists of competitive base salary and an annual cash bonus. For certain portfolio managers, base salary has been set in conjunction with the signing of long-term employment agreements. A compensation committee reviews and determines the amount of bonus for each individual by examining several quantitative and qualitative factors. For those individuals with specific investment sectors assigned to them, their annual performance relative to the annual performance of that sector is an important factor. Other factors include the investment professional’s contribution to the business results and overall business strategy, success of marketing and client servicing as well as managerial and demonstrated leadership. Not all factors apply to each investment professional and there is no particular weighting or formula for considering certain factors.

 

S-24


Each R&T portfolio manager is also eligible to receive long-term incentive compensation in the form of equity-based awards. The amount of such compensation is dependent upon the same factors articulated for cash bonus awards but also factors in his long-term potential with the firm.

Beneficial Ownership of Securities. As of August 1, 2008, neither of the portfolio managers beneficially own any equity securities issued by the Funds.

PORTFOLIO TRANSACTIONS

R&T is responsible for decisions to buy and sell securities for each Fund and for the placement of each Fund’s securities business, the negotiation of the commissions to be paid on brokered transactions, the prices for principal trades in securities, and the allocation of portfolio brokerage and principal business. It is the policy of NAM, and R&T to seek the best execution at the best security price available with respect to each transaction, and with respect to brokered transactions, in light of the overall quality of brokerage and research services provided to the respective adviser and its advisees. The best price to the Funds means the best net price without regard to the mix between purchase or sale price and commission, if any. Purchases may be made from underwriters, dealers, and, on occasion, the issuers. Commissions will be paid on a Fund’s futures and options transactions, if any. The purchase price of portfolio securities purchased from an underwriter or dealer may include underwriting commissions and dealer spreads. The Funds may pay mark-ups on principal transactions. In selecting broker-dealers and in negotiating commissions, the portfolio manager considers, among other things, the firm’s reliability, the quality of its execution services on a continuing basis and its financial condition. Brokerage will not be allocated based on the sale of a Fund’s shares.

NAM and R&T each place portfolio transactions for other advisory accounts managed by them. Research services furnished by firms through which the Funds effect their securities transactions may be used by NAM and/or R&T in servicing all of its accounts; not all of such services may be used by NAM and/or R&T in connection with the Funds. NAM and R&T believe it is not possible to measure separately the benefits from research services to each of the accounts (including the Funds) managed by them. Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker paid by each account for brokerage and research services will vary. However, NAM and R&T believe such costs to the Funds will not be disproportionate to the benefits received by the Funds on a continuing basis. NAM and R&T seek to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Funds and another advisory account. In some cases, this procedure could have an adverse effect on the price or the amount of securities available to the Funds. In making such allocations between the Funds and other advisory accounts, the main factors considered by NAM and R&T are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment and the size of investment commitments generally held.

The following table sets forth the aggregate amount of brokerage commissions paid by the Funds for the three most recent fiscal years.

 

     Aggregate Amount of
Brokerage Commissions
     7/01/04-
6/30/05
    7/01/05-
6/30/06
   7/01/06-
6/30/07

Nuveen Growth Allocation Fund

   $ 1,511 *   $ 8,734    $ 16,798

Nuveen Moderate Allocation Fund

     50,192       44,032      32,714

 

* For the period December 9, 2004 (commencement of operations) through June 30, 2005.

During the fiscal year ended June 30, 2007, the Nuveen Growth Allocation Fund and the Nuveen Moderate Allocation Fund paid to brokers as commissions in return for research services $13,933, and $22,129, and the aggregate amount of those transactions per Fund on which such commissions were paid was $12,539,957, and $24,550,985.

Each Fund has acquired during the fiscal year ended June 30, 2007 the securities of their regular brokers or dealers as defined in Rule 10b-1 under the 1940 Act or of the parents of the brokers or

 

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dealers. The following table sets forth those brokers or dealers and states the value of the Funds’ aggregate holdings of the securities of each issuer as of close of the fiscal year ended June 30, 2007:

 

Fund

  

Broker/Dealer

  

Issuer

   Aggregate Fund
Holdings of
Broker/Dealer
or Parent

(as of
June 30, 2007)

Nuveen Growth Allocation Fund

   JP Morgan Securities, Inc.    JPMorgan Chase & Co.    $ 334,305

Nuveen Moderate Allocation Fund

   Citigroup Global Markets, Inc.    Citigroup Inc.    $ 1,629,688
   Goldman Sachs    The Goldman Sachs Group, Inc.     
   JP Morgan Securities, Inc.    JPMorgan Chase & Co.      1,230,630
   Morgan Stanley Co., Inc.    Morgan Stanley      805,584

Under the 1940 Act, the Funds may not purchase portfolio securities from any underwriting syndicate of which Nuveen is a member except under certain limited conditions set forth in Rule 10f-3. The Rule sets forth requirements relating to, among other things, the terms of a security purchased by the Funds, the amount of securities that may be purchased in any one issue and the assets of the Funds that may be invested in a particular issue. In addition, purchases of securities made pursuant to the terms of the Rule must be approved at least quarterly by the Board of Trustees, including a majority of the trustees who are not interested persons of the Trust.

NET ASSET VALUE

Each Fund’s net asset value per share is determined separately for each class of the applicable Fund’s shares as of the close of trading (normally 4:00 p.m. New York time) on each day the New York Stock Exchange (the “NYSE”) is open for business. The NYSE is not open for trading on New Year’s Day, Washington’s Birthday, Martin Luther King’s Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. A Fund’s net asset value may not be calculated on days during which the Fund receives no orders to purchase shares and no shares are tendered for redemption. Net asset value per share of a class of a Fund is calculated by taking the value of the pro rata portion of the Fund’s total assets attributable to that class, including interest or dividends accrued but not yet collected, less all liabilities attributable to that class (including the class’s pro rata portion of the Fund’s liabilities) and dividing by the total number of shares of that class outstanding. The result, rounded to the nearest cent, is the net asset value per share of that class.

In determining net asset value, expenses are accrued and applied daily, and the Nuveen Underlying Funds in which the Funds invest are valued at their respective net asset values and securities and other assets for which market quotations are available, including exchange-traded funds in which the Funds invest, are valued at market value. 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. Securities primarily traded on the NASDAQ National Market are valued, except as indicated below, at the NASDAQ Official Closing Price. 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 mean between the quoted bid and asked prices. Prices of certain U.S.-traded ADRs that trade in only limited volume in the U.S. are valued based on the mean between the most recent bid and ask price of the underlying non-U.S.-traded stock, adjusted as appropriate for underlying-to-ADR conversion ratio and non-U.S. exchange rate, and from time to time may also be adjusted further to take into account material events that may take place after the close of the local non-U.S. market but before the close of the NYSE. Fixed-income securities are valued by a pricing service that values portfolio securities at the mean between the quoted bid and asked prices or the yield equivalent when quotations are readily available. Securities for which quotations are not readily available are valued at fair value as determined by the pricing service using methods that include consideration of the following: yields or prices of securities or bonds of comparable quality, type of issue, coupon, maturity and rating; indications as to

 

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value from securities dealers; and general market conditions. The pricing service may employ electronic data processing techniques and/or a matrix system to determine valuations. Debt securities having remaining maturities of 60 days or less when purchased are valued by the amortized cost method when the Board of Trustees determines that the fair market value of such securities is their amortized cost. Under this method of valuation, a security is initially valued at its acquisition cost, and thereafter amortization of any discount or premium is assumed each day, regardless of the impact of fluctuating interest rates on the market value of the security.

Certain securities may not be able to be priced by pre-established pricing methods. Such securities may be valued by the Board of Trustees or its delegate 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) 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 Fund NAV (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, does not reflect the security’s “fair value.” As a general principle, the current “fair value” of an issue of securities would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. A variety of factors may be considered in determining the fair value of such securities.

Regardless of the method employed to value a particular security, all valuations are subject to review by a Fund’s Board of Trustees or its delegate who may determine the appropriate value of a security whenever the value as calculated is significantly different from the previous day’s calculated value.

If an Underlying Fund holds securities that are primarily listed on non-U.S. exchanges, the net asset value of an Underlying Fund’s shares may change on days when shareholders will not be able to purchase or redeem a Fund’s shares.

TAX MATTERS

Federal Income Tax Matters

The following discussion of federal income tax matters is based upon the advice of Chapman and Cutler LLP, counsel to the Trust.

This section summarizes some of the main U.S. federal income tax consequences of owning shares of the Funds. This section is current as of the date of this Statement of Additional Information. Tax laws and interpretations change frequently, and this summary does not describe all of the tax consequences to all taxpayers. For example, this summary generally does not describe your situation if you are a corporation, a non-U.S. person, a broker-dealer, or other investor with special circumstances. In addition, this section does not describe your state, local or non-U.S. taxes. The Internal Revenue Service could disagree with any conclusions set forth in this section. In addition, our counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be deposited in the Funds. This may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law. As with any investment, you should seek advice based on your individual circumstances from your own tax advisor.

Fund Status

The Funds intend to qualify as a “regulated investment company” under the federal tax laws. If the Funds qualify as a regulated investment company and distributes its income as required by the tax law, the Funds generally will not pay federal income taxes.

Distributions

Except for exempt interest dividends, as described below, Fund distributions are generally taxable. After the end of each year, you will receive a tax statement that separates a Fund’s distributions into two

 

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categories, ordinary income distributions and capital gains dividends. Ordinary income distributions are generally taxed at your ordinary tax rate; however, as further discussed below, certain ordinary income distributions received from a Fund may be taxed at the capital gains tax rates. Generally, you will treat all capital gains dividends as long-term capital gains regardless of how long you have owned your shares. To determine your actual tax liability for your capital gains dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, a Fund may make distributions that represent a return of capital for tax purposes and thus will generally not be taxable to you. The tax status of your distributions from a Fund is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from a Fund that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year.

Dividends Received Deduction

A corporation that owns shares generally will not be entitled to the dividends received deduction with respect to many dividends received from the Funds, because the dividends received deduction is generally not available for distributions from regulated investment companies. However, certain ordinary income dividends on shares that are attributable to dividends received by the Funds from certain domestic corporations may be designated by the Funds as being eligible for the dividends received deduction.

If You Sell or Redeem Shares

If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your shares.

Taxation of Capital Gains and Losses

If you are an individual, the maximum marginal federal tax rate for net capital gain is generally 15% (generally 5% for certain taxpayers in the 10% and 15% tax brackets). These capital gains rates are generally effective for taxable years beginning before January 1, 2011. For later periods, if you are an individual, the maximum marginal federal tax rate for net capital gain is generally 20% (10% for certain taxpayers in the 10% and 15% tax brackets). The 20% rate is reduced to 18% and the 10% rate is reduced to 8% for long-term gains from most property acquired after December 31, 2000, with a holding period of more than five years. Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. However, if you receive a capital gain dividend from a Fund and sell your share at a loss after holding it for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. In addition, the Internal Revenue Code treats certain capital gains as ordinary income in special situations.

Taxation of Certain Ordinary Income Dividends

Ordinary income dividends received by an individual shareholder from a regulated investment company such as the Funds are generally taxed at the same rates that apply to net capital gain (as discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by the Funds itself. These special rules relating to the taxation of ordinary income dividends from regulated investment companies generally apply to taxable years beginning before January 1, 2011. The Funds will provide notice to its shareholders of the amount of any distribution which may be taken into account as a dividend which is eligible for the new capital gains tax rates.

 

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Deductibility of Portfolio Expenses

Expenses incurred and deducted by a Fund will generally not be treated as income taxable to you. In some cases, however, you may be required to treat your portion of these Fund expenses as income. In these cases you may be able to take a deduction for these expenses. However, certain miscellaneous itemized deductions, such as investment expenses, may be deducted by individuals only to the extent that all of these deductions exceed 2% of the individual’s adjusted gross income.

Non-U.S. Tax Credit

If a Fund invests in any non-U.S. securities, the tax statement that you receive may include an item showing non-U.S. taxes a Fund paid to other countries. In this case, dividends taxed to you will include your share of the taxes a Fund paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes. However, because the Underlying Funds that the Funds will invest in are U.S. domestic corporations, the Funds are unlikely to be able to pass through any such items for purposes of the foreign tax credit.

“Fund of Funds” Tax Considerations

As described above, the Funds invest in the Underlying Funds. In general, the investment in other funds that are treated as regulated investment companies will assist the Funds in meeting any diversification tests. However, although the Funds will only invest in Underlying Funds that indicate that they intend to be treated as regulated investment companies, the Funds will not, except as provided in the following sentence, examine the underlying assets or operations of the Underlying Funds into which it investments and is not making any representation as to whether such Underlying Funds do, in fact, qualify as regulated investment companies. If the Funds holds more than 20% of the total combined voting power of any of the Underlying Funds into which it invests, for the purposes of some portions of the diversification tests, the Funds may have to look through the Underlying Fund into which it invests to include the securities of issuers held by such Underlying Fund in the Funds’ diversification tests.

ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF FUND SHARES AND SHAREHOLDER PROGRAMS

As described in the Prospectus, the Funds provide you with alternative ways of purchasing Fund shares based upon your individual investment needs and preferences.

Each class of shares of the Funds represents an interest in the same portfolio of investments. Each class of shares is identical in all respects except that each class bears its own class expenses, including distribution and administration expenses, and each class has exclusive voting rights with respect to any distribution or service plan applicable to its shares. As a result of the differences in the expenses borne by each class of shares, net income per share, dividends per share and net asset value per share will vary among the Funds’ classes of shares. There are no conversion, preemptive or other subscription rights, except that Class B shares automatically convert into Class A shares as described below.

Shareholders of each class will share expenses proportionately for services that are received equally by all shareholders. A particular class of shares will bear only those expenses that are directly attributable to that class, where the type or amount of services received by a class varies from one class to another. For example, class-specific expenses generally will include distribution and service fees for those classes that pay such fees.

The minimum initial investment is $3,000 per Fund share class ($1,000 for individual retirement accounts, $500 for educational individual retirement accounts, $50 if you establish a systematic investment plan, and $250 for accounts opened through fee-based programs). Each Fund reserves the right to reject purchase orders and to waive or increase the minimum investment requirements.

The expenses to be borne by specific classes of shares may include (i) transfer agency fees attributable to a specific class of shares, (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current

 

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shareholders of a specific class of shares, (iii) SEC and state securities registration fees incurred by a specific class of shares, (iv) the expense of administrative personnel and services required to support the shareholders of a specific class of shares, (v) litigation or other legal expenses relating to a specific class of shares, (vi) directors’ fees or expenses incurred as a result of issues relating to a specific class of shares, (vii) accounting expenses relating to a specific class of shares and (viii) any additional incremental expenses subsequently identified and determined to be properly allocated to one or more classes of shares.

Class A Shares

Class A shares may be purchased at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed at the time of purchase as set forth in the Prospectus. Shareholders may qualify for a reduced sales charge, or the sales charge may be waived in its entirety, as described below. Class A shares are also subject to an annual service fee of .25%. See “Distribution and Service Plan.” Set forth below is an example of the method of computing the offering price of the Class A shares of each of the Funds. The example assumes a purchase on June 30, 2007 of Class A shares of the Fund aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus.

 

     Growth
Allocation Fund
   Moderate
Allocation Fund

Net Asset Value per share

   $ 27.79    $ 26.73

Per Share Sales Charge—5.75% of public offering price (6.12% and 6.10%, respectively, of net asset value per share)

     1.70      1.63
             

Per Share Offering Price to the Public

   $ 29.49    $ 28.36
             

Each Fund receives the entire net asset value of all Class A shares that are sold. Nuveen retains the full applicable sales charge from which it pays the uniform reallowances shown in the Prospectus to financial intermediaries.

Reduction or Elimination of Up-Front Sales Charge on Class A Shares

Rights of Accumulation

You may qualify for a reduced sales charge on a purchase of Class A shares of a Fund if the amount of your purchase, when added to the value that day of all of your shares of any Nuveen Mutual Fund, falls within the amounts stated in the Class A Sales Charges and Commissions table in “How You Can Buy and Sell Shares” in the Prospectus. You or your financial advisor must notify Nuveen or the Funds’ transfer agent of any cumulative discount whenever you plan to purchase Class A shares of a Fund that you wish to qualify for a reduced sales charge.

Letter of Intent

You may qualify for a reduced sales charge on a purchase of Class A shares of a Fund if you plan to purchase Class A shares of Nuveen Mutual Funds over the next 13 months and the total amount of your purchases would, if purchased at one time, qualify you for one of the reduced sales charges shown in the Class A Sales Charges and Commissions table in “How You Can Buy and Sell Shares” in the Prospectus. In order to take advantage of this option, you must complete the applicable section of the Application Form or sign and deliver either to a financial intermediary or to the Funds’ transfer agent a written Letter of Intent in a form acceptable to Nuveen. A Letter of Intent states that you intend, but are not obligated, to purchase over the next 13 months a stated total amount of Class A shares that would qualify you for a reduced sales charge shown above. You may count shares of all Nuveen Mutual Funds that you already own and any Class B shares and Class C shares of a Nuveen Mutual Fund that you purchase over the next 13 months towards completion of your investment program, but you will receive a reduced sales charge only on new Class A shares you purchase with a sales charge over the 13 months. You cannot count towards completion of your investment program Class A shares that you purchase without a sales charge through investment of distributions from a Nuveen Mutual Fund or a Nuveen Defined Portfolio, or otherwise.

 

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By establishing a Letter of Intent, you agree that your first purchase of Class A shares of a Fund following execution of the Letter of Intent will be at least 5% of the total amount of your intended purchases. You further agree that shares representing 5% of the total amount of your intended purchases will be held in escrow pending completion of these purchases. All dividends and capital gains distributions on Class A shares held in escrow will be credited to your account. If total purchases, less redemptions, prior to the expiration of the 13 month period equal or exceed the amount specified in your Letter of Intent, the Class A shares held in escrow will be transferred to your account. If the total purchases, less redemptions, exceed the amount specified in your Letter of Intent and thereby qualify for a lower sales charge than the sales charge specified in your Letter of Intent, you will receive this lower sales charge retroactively, and the difference between it and the higher sales charge paid will be used to purchase additional Class A shares on your behalf. If the total purchases, less redemptions, are less than the amount specified, you must pay Nuveen an amount equal to the difference between the amounts paid for these purchases and the amounts which would have been paid if the higher sales charge had been applied. If you do not pay the additional amount within 20 days after written request by Nuveen or your financial advisor, Nuveen will redeem an appropriate number of your escrowed Class A shares to meet the required payment. By establishing a Letter of Intent, you irrevocably appoint Nuveen as attorney to give instructions to redeem any or all of your escrowed shares, with full power of substitution in the premises.

You or your financial advisor must notify Nuveen or a Fund’s transfer agent whenever you make a purchase of Fund shares that you wish to be covered under the Letter of Intent option.

For purposes of determining whether you qualify for a reduced sales charge as described under Rights of Accumulation and Letter of Intent, you may include together with your own purchases those made by your spouse (or equivalent if recognized under local law) and your children under 21 years of age, whether these purchases are made through a taxable or non-taxable account. You may also include purchases made by a corporation, partnership or sole proprietorship which is 100% owned, either alone or in combination, by any of the foregoing. In addition, a trustee or other fiduciary can count all shares purchased for a single trust, estate or other single fiduciary account that has multiple accounts (including one or more employee benefit plans of the same employer).

Reinvestment of Nuveen Defined Portfolio Distributions

You may purchase Class A shares without an up-front sales charge by reinvestment of distributions from any of the various Defined Portfolios sponsored by Nuveen. There is no initial or subsequent minimum investment requirement for such reinvestment purchases. Nuveen is no longer sponsoring new Defined Portfolios.

Also, investors will be able to buy Class A shares at net asset value by using the termination/maturity proceeds from Nuveen Defined Portfolios. You must provide Nuveen appropriate documentation that the Defined Portfolio termination/maturity occurred not more than 90 days prior to reinvestment.

Elimination of Sales Charge on Class A Shares

Class A shares of each Fund may be purchased at net asset value without a sales charge, and may be purchased by the following categories of investors:

 

   

investors purchasing $1,000,000 or more (Nuveen may pay financial intermediaries on Class A sales of $1 million and above up to an additional 0.25% of the purchase amounts);

 

   

officers, trustees and former trustees of the Nuveen;

 

   

bona fide, full-time and retired employees of Nuveen, and subsidiaries thereof, or their immediate family members (immediate family members are defined as their spouses, parents, children, grandparents, grandchildren, parents-in-law, sons- and daughters-in-law, siblings, a sibling’s spouse, and a spouse’s siblings);

 

   

any person who, for at least the last 90 days, has been an officer, director or bona fide employee of any financial intermediary, or their immediate family members;

 

   

bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity;

 

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investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program;

 

   

clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services;

 

   

employer-sponsored retirement plans except SEPs, SAR-SEPs, SIMPLE IRAs and KEOGH plans; and

 

   

with respect to purchases by employer-sponsored retirement plans with at least 25 employees and that either (a) make an initial purchase of one or more Nuveen Mutual Funds aggregating $500,000 or more; or (b) execute a Letter of Intent to purchase in the aggregate $500,000 or more of fund shares. Nuveen will pay financial intermediaries a sales commission equal to 1% of the first $2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of any amount purchased over $5.0 million. Unless the financial intermediary elects to waive the commission, a contingent deferred sales charge of 1% will be assessed on redemptions within 12 months of purchase, unless waived.

Any Class A shares purchased pursuant to a special sales charge waiver must be acquired for investment purposes and on the condition that they will not be transferred or resold except through redemption by a Fund. You or your financial advisor must notify Nuveen or the Funds’ transfer agent whenever you make a purchase of Class A shares of a Fund that you wish to be covered under these special sales charge waivers.

Class A shares of a Fund may be issued at net asset value without a sales charge in connection with the acquisition by the Fund of another investment company. All purchases under the special sales charge waivers will be subject to minimum purchase requirements as established by a Fund.

The reduced sales charge programs may be modified or discontinued by the Funds at any time. For more information about the purchase of Class A shares or the reduced sales charge program, or to obtain the required application forms, call Nuveen Investor Services toll-free at (800) 257-8787.

If you are eligible to purchase either Class A Shares or Class I Shares without a sales charge at net asset value, you should be aware of the differences between these two classes of shares. Class A Shares are subject to an annual service fee to compensate financial intermediaries for providing you with ongoing account services. Class I Shares are not subject to a distribution or service fee and, consequently, holders of Class I Shares may not receive the same types or levels of services from financial intermediaries. In choosing between Class A Shares and Class I Shares, you should weigh the benefits of the services to be provided by financial intermediaries against the annual service fee imposed upon the Class A Shares.

 

Class B Shares

Class B Shares are not be available for new accounts or for additional investment into existing accounts. However, a Fund will issue Class B shares upon the exchange of Class B shares from another Nuveen Mutual Fund or for purposes of dividend reinvestment. Class B shares will also be available through December 31, 2008 for defined contribution plans and investors using automatic investment plans with investments in Class B shares as of March 31, 2008.

Eligible investors may purchase Class B shares at a public offering price equal to the applicable net asset value per share without any up-front sales charge. Since Class B shares are sold without an initial sales charge, the full amount of your purchase payment will be invested in Class B shares. Class B shares are subject to an annual distribution fee to compensate Nuveen for its costs in connection with the sale of Class B shares, and are also subject to an annual service fee to compensate financial intermediaries for providing you with ongoing financial advice and other account services. The Funds have established a maximum purchase limit for Class B shares. Class B shares purchase orders equaling or exceeding $100,000 will not be accepted. In addition, purchase orders for a single purchaser that, when added to the value that day of all of such purchaser’s shares of any class of any Nuveen Mutual Fund, cause the purchaser’s cumulative total of shares in Nuveen Mutual Funds to equal or exceed the aforementioned limit will not be accepted. Purchase orders for a single purchaser equal to or exceeding the foregoing limit should be placed only for Class A or Class C shares, unless such purchase has been reviewed and

 

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approved as suitable for the client by the appropriate compliance personnel of the financial intermediary, and the applicable Fund receives written confirmation of such approval.

You may be subject to a Contingent Deferred Sales Charge (“CDSC”) if you redeem your Class B shares prior to the end of the sixth year after purchase. See “Reduction or Elimination of Contingent Deferred Sales Charge” below. Nuveen compensates financial intermediaries for sales of Class B shares at the time of sale at the rate of 4.00% of the amount of Class B Shares purchased, which represents a sales commission of 3.75% plus an advance on the first year’s annual service fee of 0.25%.

Class B shares acquired through the reinvestment of dividends are not subject to a CDSC. Any CDSC will be imposed on the lower of the redeemed shares’ cost or net asset value at the time of redemption.

Class B shares will automatically convert to Class A shares eight years after purchase. The purpose of the conversion is to limit the distribution fees you pay over the life of your investment. All conversions will be done at net asset value without the imposition of any sales load, fee, or other charge, so that the value of each shareholder’s account immediately before conversion will be the same as the value of the account immediately after conversion. Class B shares acquired through reinvestment of distributions will convert into Class A shares based on the date of the initial purchase to which such shares relate. For this purpose, Class B shares acquired through reinvestment of distributions will be attributed to particular purchases of Class B shares in accordance with such procedures as the Board of Trustees may determine from time to time. Class B shares that are converted to Class A shares will remain subject to an annual service fee that is identical in amount for both Class B shares and Class A shares. Since net asset value per share of the Class B shares and the Class A shares may differ at the time of conversion, a shareholder may receive more or fewer Class A shares than the number of Class B shares converted. Any conversion of Class B shares into Class A shares will be subject to the continuing availability of an opinion of counsel or a private letter ruling from the Internal Revenue Service to the effect that the conversion of shares would not constitute a taxable event under federal income tax law. Conversion of Class B shares into Class A shares might be suspended if such an opinion or ruling were no longer available.

Class C Shares

You may purchase Class C shares at a public offering price equal to the applicable net asset value per share without any up-front sales charge. Class C shares are subject to an annual distribution fee of 0.75% to compensate Nuveen for paying your financial advisor an ongoing sales commission. Class C shares are also subject to an annual service fee of 0.25% to compensate financial intermediaries for providing you with ongoing financial advice and other account services. Nuveen compensates financial intermediaries for sales of Class C shares at the time of the sale at a rate of 1% of the amount of Class C shares purchased, which represents an advance of the first year’s distribution fee of 0.75% plus an advance on the first year’s annual service fee of 0.25%. See “Distribution and Service Plan.”

Class C share purchase orders equaling or exceeding $1,000,000 will not be accepted. In addition, purchase orders for a single purchaser that, when added to the value that day of all of such purchaser’s shares of any class of any Nuveen Mutual Fund, cause the purchaser’s cumulative total of shares in Nuveen Mutual Funds to equal or exceed the aforementioned limit will not be accepted. Purchase orders for a single purchaser equal to or exceeding the foregoing limit should be placed only for Class A shares, unless such purchase has been reviewed and approved as suitable for the client by the appropriate compliance personnel of the financial intermediary, and the applicable Fund receives written confirmation of such approval. Moreover, Class C shares do not convert.

Redemptions of Class C shares within 12 months of purchase may be subject to a CDSC of 1% of the lower of the purchase price or redemption proceeds. Because Class C shares do not convert to Class A shares and continue to pay an annual distribution fee indefinitely, Class C shares should normally not be purchased by an investor who expects to hold shares for significantly longer than eight years.

Reduction or Elimination of Contingent Deferred Sales Charge

Class A shares are normally redeemed at net asset value, without any CDSC. However, in the case of Class A shares purchased at net asset value on or after May 1, 2007 because the purchase amount exceeded $1 million, where the financial intermediary did not waive the sales commission, a CDSC of 1% is imposed on any redemption within 12 months of purchase. For Class A share purchases at net asset

 

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value of $1 million or more that are subject to a CDSC, the period over which the CDSC will apply has been reduced from 18 months to 12 months for all purchases occurring on or after May 1, 2007. Class A shares purchased prior to May 1, 2007 that have not been redeemed are no longer subject to a CDSC. In the case of Class B shares redeemed within six years of purchase, a CDSC is imposed, beginning at 5% for redemptions within the first year, declining to 4% for redemptions within years two and three, and declining by 1% each year thereafter until disappearing after the sixth year. Class C shares are redeemed at net asset value, without any CDSC, except that a CDSC of 1% is imposed upon redemption of Class C shares that are redeemed within 12 months of purchase (except in cases where the shareholder’s financial adviser agreed to waive the right to receive an advance of the first year’s distribution and service fee).

In determining whether a CDSC is payable, the Fund will first redeem shares not subject to any charge and then will redeem shares held for the longest period, unless the shareholder specifies another order. No CDSC is charged on shares purchased as a result of automatic reinvestment of dividends or capital gains paid. In addition, no CDSC will be charged on exchanges of shares into another Nuveen Mutual Fund. The holding period is calculated on a monthly basis and begins on the date of purchase. The CDSC is assessed on an amount equal to the lower of the then current market value or the cost of the shares being redeemed. Accordingly, no sales charge is imposed on increases on net asset value above the initial purchase price. Nuveen receives the amount of any CDSC shareholders pay.

The CDSC may be waived or reduced under the following circumstances: (i) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed; (ii) in the event of the death of the shareholder (including a registered joint owner); (iii) for redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an account’s net asset value depending on the frequency of the plan as designated by the shareholder; (iv) involuntary redemptions caused by operation of law; (v) redemptions in connection with a payment of account or plan fees; (vi) redemptions in connection with the exercise of a reinstatement privilege whereby the proceeds of a redemption of a Fund’s shares subject to a sales charge are reinvested in shares of the Funds within a specified number of days; (vii) redemptions in connection with the exercise of a Fund’s right to redeem all shares in an account that does not maintain a certain minimum balance or that the board has determined may have material adverse consequences to the shareholders of a Fund; (viii) in whole or in part for redemptions of shares by shareholders with accounts in excess of specified breakpoints that correspond to the breakpoints under which the up-front sales charge on Class A shares is reduced pursuant to Rule 22d-1 under the Act; (ix) redemptions of shares purchased under circumstances or by a category of investors for which Class A shares could be purchased at net asset value without a sales charge; (x) redemptions of Class A, Class B or Class C shares if the proceeds are transferred to an account managed by another Nuveen adviser and the adviser refunds the advanced service and distribution fees to Nuveen; and (xi) redemptions of Class C shares in cases where (a) you purchase shares after committing to hold the shares for less than one year and (b) your adviser consents up front to receiving the appropriate service and distribution fee on the Class C shares on an ongoing basis instead of having the first year’s fees advanced by Nuveen. If a Fund waives or reduces the CDSC, such waiver or reduction would be uniformly applied to all Fund shares in the particular category. In waiving or reducing a CDSC, a Fund will comply with the requirements of Rule 22d-1 under the 1940 Act.

In addition, the CDSC will be waived in connection with the following redemptions of shares held by an employer-sponsored qualified defined contribution retirement plan: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59 1/2, (b) as part of a series of substantially equal periodic payments, or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination or transfer to another employer’s plan or IRA; and (iv) redemptions resulting from the return of an excess contribution. The CDSC will also be waived in connection with the following redemptions of shares held in an IRA account: (i) for redemptions made pursuant to an IRA systematic withdrawal based on the shareholder’s life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59 1/2; and (ii) for redemptions to satisfy required minimum distributions after age 70 1/2 from an IRA

 

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account (with the maximum amount subject to this waiver being based only upon the shareholder’s Nuveen IRA accounts).

Class R3 Shares

Beginning on or about August 1, 2008, eligible retirement plans may purchase Class R3 shares at the offering price, which is the net asset value per share without any up-front sales charge. Class R3 shares are subject to annual distribution and service fees of 0.50% of the Funds’ average daily net assets. The annual 0.25% service fee compensates your financial advisor and/or associated financial intermediaries for providing ongoing service to you. The annual 0.25% distribution fee compensates Nuveen for paying your financial advisor and/or associated financial intermediaries an ongoing sales commission.

Class I Share Purchase Eligibility

Class R shares were renamed Class I shares effective May 1, 2008. Class I shares are available for purchases of $1 million or more and for purchases using dividends and capital gains distributions on Class I shares. Class I shares are available for the following categories of investors:

 

   

officers, trustees and former trustees of the Trust or any Nuveen-sponsored registered investment company and their immediate family members or trustees/directors of any fund sponsored by Nuveen, any parent company of Nuveen and subsidiaries thereof and their immediate family members (immediate family members are defined as their spouses, parents, children, grandparents, grandchildren, parents-in-law, sons- and daughters-in-law, siblings, a sibling’s spouse, and a spouse’s siblings);

 

   

bona fide, full-time and retired employees of Nuveen, and subsidiaries thereof, or their immediate family members;

 

   

any person who, for at least the last 90 days, has been an officer, director or bona fide employee of any financial intermediary, or their immediate family members

   (any shares purchased by investors falling within any of the first three categories listed above must be acquired for investment purposes and on the condition that they will not be transferred or resold except through redemption by a Fund);

 

   

bank or broker-affiliated trust departments investing funds over which they exercise exclusive discretionary investment authority and that are held in a fiduciary, agency, advisory, custodial or similar capacity;

 

   

investors purchasing on a periodic fee or asset-based fee program which is sponsored by a registered broker-dealer or other financial institution that has entered into an agreement with Nuveen;

 

   

fee-paying clients of a registered investment advisor (“RIA”) who initially invests for clients an aggregate of at least $100,000 in Nuveen Funds through a fund “supermarket” or other mutual fund trading platform sponsored by a broker-dealer or trust company of which the RIA is not an affiliated or associated person and which has entered into an agreement with Nuveen;

 

   

employer-sponsored retirement plans except SEPs, SAR-SEPs, SIMPLE IRAs and KEOGH plans; and

 

   

other Nuveen Funds whose investment policies allow investments in other investment companies.

In addition, purchasers of Nuveen Defined Portfolios may reinvest their distributions from such Nuveen Defined Portfolios in Class I Shares, if, before September 6, 1994 (or before June 13, 1995 for Nuveen Intermediate Duration Municipal Bond Fund), such purchasers of Nuveen Defined Portfolios had elected to reinvest distributions in Nuveen Fund shares.

Shareholder Programs

Exchange Privilege

You may exchange shares of a Fund for shares of the same class of any other Nuveen Mutual Fund with reciprocal exchange privileges, at net asset value without a sales charge, by either sending a written request to the applicable Fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530 or by calling Nuveen Investor Services toll free at (800) 257-8787.

 

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You may also exchange from Class A shares to Class I shares of the same Fund if, after you purchased Class A shares, you become eligible to purchase Class I shares. An exchange between Class A shares and Class I shares of the same Fund is not considered a taxable event. This request must be done in writing to the address stated above.

If you exchange shares between different Nuveen Mutual Funds and your shares are subject to a CDSC, no CDSC will be charged at the time of the exchange. However, if you subsequently redeem the shares acquired through the exchange, the redemption may be subject to a CDSC, depending on when you purchased your original shares and the CDSC schedule of the fund from which you exchanged your shares. If you exchange from Class A shares to Class I shares of the same Fund and your Class A shares are subject to a CDSC, the CDSC will be assessed at the time of the exchange.

The shares to be purchased must be offered in your state of residence. The total value of exchanged shares must at least equal the minimum investment requirement of the Nuveen Mutual Fund being purchased. For federal income tax purposes, any exchange constitutes a sale and purchase of shares and may result in capital gain or loss. Before making any exchange, you should obtain the Prospectus for the Nuveen Mutual Fund you are purchasing and read it carefully. If the registration of the account for a Fund you are purchasing is not exactly the same as that of the fund account from which the exchange is made, written instructions from all holders of the account from which the exchange is being made must be received, with signatures guaranteed by a member of an approved Medallion Guarantee Program or in such other manner as may be acceptable to a Fund. You may also exchange shares by telephone if you authorize telephone exchanges by checking the applicable box on the Application Form or by calling Nuveen Investor Services toll-free at 800-257-8787 to obtain an authorization form. The exchange privilege may be modified or discontinued by a Fund at any time.

The exchange privilege is not intended to permit the Funds to be used as a vehicle for short-term trading. Excessive exchange activity may interfere with portfolio management, raise expenses, and otherwise have an adverse effect on all shareholders. In order to limit excessive exchange activity and in other circumstances where Fund management believes doing so would be in the best interest of the Funds, the Funds reserves the right to revise or terminate the exchange privilege, or limit the amount or number of exchanges or reject any exchange. Shareholders would be notified of any such action to the extent required by law. See “Frequent Trading Policy” below.

Reinstatement Privilege

If you redeemed Class A, Class B or Class C shares of the Funds or any other Nuveen Mutual Fund that were subject to a sales charge or a CDSC, you have up to one year to reinvest all or part of the full amount of the redemption in the same class of shares of the Funds at net asset value. This reinstatement privilege can be exercised only once for any redemption, and reinvestment will be made at the net asset value next calculated after reinstatement of the appropriate class of Fund shares. If you reinstate shares that were subject to a CDSC, your holding period as of the redemption date also will be reinstated for purposes of calculating a CDSC and the CDSC paid at redemption will be refunded. The federal income tax consequences of any capital gain realized on a redemption will not be affected by reinstatement, but a capital loss may be disallowed in whole or in part depending on the timing, the amount of the reinvestment and the fund from which the redemption occurred.

Suspension of Right of Redemption

The Funds may suspend the right of redemption of Fund shares or delay payment more than seven days (a) during any period when the New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets a Fund normally utilizes is restricted, or an emergency exists as determined by the Securities and Exchange Commission so that trading of the Funds’ investments or determination of its net asset value is not reasonably practicable, or (c) for any other periods that the Securities and Exchange Commission by order may permit for protection of Fund shareholders.

Redemption In-Kind

The Funds has reserved the right to redeem in-kind (that is, to pay redemption requests in cash and portfolio securities, or wholly in portfolio securities), although the Funds has no present intention to redeem in-kind. The Funds voluntarily has committed to pay in cash all requests for redemption by any

 

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shareholder, limited as to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the net asset value of the Funds at the beginning of the 90-day period.

Frequent Trading Policy

The Funds’ Frequent Trading Policy is as follows:

Nuveen Mutual Funds are intended as long-term investments and not as short-term trading vehicles. At the same time, the Funds recognize the need of investors periodically to make purchases and redemptions of Fund shares when rebalancing their portfolios and as their financial needs or circumstances change. Nuveen Funds have adopted the following Frequent Trading Policy that seeks to balance these needs against the potential for higher operating costs, portfolio management disruption and other inefficiencies that can be caused by excessive trading of Fund shares.

1. Definition of Round Trip A Round Trip trade is the purchase and subsequent redemption of Fund shares, including by exchange. Each side of a Round Trip trade may be comprised of either a single transaction or a series of closely-spaced transactions.

2. Round Trip Trade Limitations Nuveen Mutual Funds limit the frequency of Round Trip trades that may be placed in a Fund. Subject to certain exceptions noted below, the Funds limit an investor to four Round Trips per trailing 12-month period and may also restrict the trading privileges of an investor who makes a Round Trip within a 30-day period if the purchase and redemption are of substantially similar dollar amounts and represent at least 25% of the value of the investor’s account.

3. Enforcement Trades placed in violation of the foregoing policies are subject to rejection or cancellation by Nuveen Mutual Funds. Nuveen Mutual Funds may also bar an investor (and/or the investor’s financial advisor) who has violated these policies from opening new accounts with a Fund and may restrict the investor’s existing account(s) to redemptions only. Nuveen Mutual Funds reserve the right, in their sole discretion, to (a) interpret the terms and application of these policies, (b) waive unintentional or minor violations (including transactions below certain dollar thresholds) if Nuveen Mutual Funds determine that doing so does not harm the interests of Fund shareholders, and (c) exclude certain classes of redemptions from the application of the trading restrictions set forth above.

Nuveen Mutual Funds reserve the right to impose restrictions on purchases or exchanges that are more restrictive than those stated above if they determine, in their sole discretion, that a proposed transaction or series of transactions involve market timing or excessive trading that is likely to be detrimental to a Fund. Each Fund may also modify or suspend the Frequent Trading Policy without notice during periods of market stress or other unusual circumstances.

The ability of Nuveen Mutual Funds to implement the Frequent Trading Policy for omnibus accounts at certain financial intermediaries may be dependent on receiving from those intermediaries sufficient shareholder information to permit monitoring of trade activity and enforcement of a Fund’s Frequent Trading Policy. In addition, a Fund may rely on a financial intermediary’s policy to restrict market timing and excessive trading if the Fund believes that the policy is reasonably designed to prevent market timing that is detrimental to the Fund. Such policy may be more or less restrictive than a Fund’s Policy. A Fund cannot ensure that these financial intermediaries will in all cases apply the Fund’s policy or their own policies, as the case may be, to accounts under their control.

Exclusions from the Frequent Trading Policy

As stated above, certain redemptions are eligible for exclusion from the Frequent Trading Policy, including: (i) redemptions or exchanges by shareholders investing through the fee-based platforms of certain financial intermediaries (where the intermediary charges an asset-based or comprehensive “wrap” fee for its services) that are effected by the financial intermediaries in connection with systematic portfolio rebalancing; (ii) when there is a verified trade error correction, which occurs when a dealer firm sends a trade to correct an earlier trade made in error and then the firm sends an explanation to the Nuveen Mutual Funds confirming that the trade is actually an error correction; (iii) in the event of total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed; (iv) in the event of the death of the shareholder (including a registered joint owner); (v) redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6%

 

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semiannually or 12% annually of an account’s net asset value depending on the frequency of the plan as designated by the shareholder; (vi) redemptions of shares that were purchased through a systematic investment program; (vii) involuntary redemptions caused by operation of law; (viii) redemptions in connection with a payment of account or plan fees; (ix) shares redeemed or exchanged by a “fund of funds” advised by NAM; and (x) redemptions in connection with the exercise of a Fund’s right to redeem all shares in an account that does not maintain a certain minimum balance or that the board has determined may have material adverse consequences to the shareholders of a Fund.

In addition, the following redemptions of shares by an employer-sponsored qualified defined contribution retirement plan are excluded from the Frequent Trading Policy: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59 1/2; (b) as part of a series of substantially equal periodic payments, or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in connection with termination of employment, plan termination or transfer to another employer’s plan or IRA; and (iv) redemptions resulting from the return of an excess contribution. Also, the following redemptions of shares held in an IRA account are excluded from the application of the Frequent Trading Policy: (i) redemptions made pursuant to an IRA systematic withdrawal based on the shareholder’s life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59 1/2; and (ii) redemptions to satisfy required minimum distributions after age 70 1/2 from an IRA account.

General Matters

Each Fund may encourage registered representatives and their firms to help apportion their assets among bonds, stocks and cash, and may seek to participate in programs that recommend a portion of their assets be invested in equity securities, equity and debt securities, or equity and municipal securities.

In addition to the types of compensation to dealers to promote sales of Fund shares that are described in the Funds’ Prospectus, Nuveen may from time to time make additional reallowances only to certain financial intermediaries who sell or are expected to sell certain minimum amounts of shares of the Nuveen Mutual Funds during specified time periods. Promotional support may include providing sales literature to and holding informational or educational programs for the benefit of such financial intermediaries’ representatives, seminars for the public, and advertising and sales campaigns. Nuveen may reimburse a participating financial intermediary for up to one-half of specified media costs incurred in the placement of advertisements which jointly feature the financial intermediary and Nuveen Mutual Funds. Nuveen may reimburse a participating financial intermediary for up to one-half of specified media costs incurred in the placement of advertisements which jointly feature the financial intermediary and Nuveen Mutual Funds.

Such reimbursement will be based on the number of Nuveen Mutual Fund shares sold, the dollar amounts of such sales, or a combination of the foregoing, during the prior calendar year according to an established schedule. Any such support or reimbursement would be provided by Nuveen out of its own assets, and not out of the assets of a Fund, and will not change the price an investor pays for shares or the amount that a Fund will receive from such a sale.

To help advisors and investors better understand and more efficiently use the Funds to reach their investment goals, each Fund may advertise and create specific investment programs and systems. For example, this may include information on how to use a Fund to accumulate assets for future education needs or periodic payments such as insurance premiums. A Fund may produce software, electronic information sites, or additional sales literature to promote the advantages of using the Funds to meet these and other specific investor needs.

Each Fund has authorized one or more brokers to accept on their behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds’ behalf. A Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee accepts the order. Customer orders received by such broker (or their designee) will be priced at a Fund’s net asset value next computed after they are accepted by an authorized broker (or their designee). Orders accepted by an authorized broker (or their designee) before the close of regular trading on the NYSE will receive that day’s share price; orders accepted after the close of trading will receive the next business day’s share price.

 

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In addition, you may exchange Class I shares of a Fund for Class A shares of the same Fund without a sales charge if the current net asset value of those Class I shares is at least $3,000 or you already own Class A shares of that Fund.

Shares will be registered in the name of the investor or the investor’s financial advisor. A change in registration or transfer of shares held in the name of a financial advisor may only be made by an order in good form from the financial advisor acting on the investor’s behalf.

For more information on the procedure for purchasing shares of a Fund and on the special purchase programs available thereunder, see “How to Buy Shares” and “Systematic Investing” in the Funds’ Prospectus.

If you choose to invest in a Fund, an account will be opened and maintained for you by Boston Financial Data Services (“BFDS”), the Funds’ shareholder services agent. Shares will be registered in the name of the investor or the investor’s financial advisor. A change in registration or transfer of shares held in the name of a financial advisor may only be made by an order in good standing form from the financial advisor acting on the investor’s behalf. The Funds reserve the right to reject any purchase order and to waive or increase minimum investment requirements.

The Funds do not issue share certificates. For certificated shares previously issued, a fee of 1% of the current market value will be charged if the certificate is lost, stolen, or destroyed. The fee is paid to Seaboard Surety Company for insurance of the lost, stolen or destroyed certificate.

Nuveen serves as the principal underwriter of the shares of the Funds pursuant to a “best efforts” arrangement as provided by a distribution agreement with the Trust (the “Distribution Agreement”). Pursuant to the Distribution Agreement, the Trust appointed Nuveen to be its agent for the distribution of the Funds’ shares on a continuous offering basis. Nuveen sells shares to or through brokers, dealers, banks or other qualified financial intermediaries (collectively referred to as “Dealers”), or others, in a manner consistent with the then effective registration statement of the Trust. Pursuant to the Distribution Agreement, Nuveen, at its own expense, finances certain activities incident to the sale and distribution of the Funds’ shares, including printing and distributing of prospectuses and statements of additional information to other than existing shareholders, the printing and distributing of sales literature, advertising and payment of compensation and giving of concessions to dealers. Nuveen receives for its services the excess, if any, of the sales price of the Funds’ shares less the net asset value of those shares, and reallows a majority or all of such amounts to the Dealers who sold the shares; Nuveen may act as such a Dealer. Nuveen also receives compensation pursuant to a distribution plan adopted by the Trust pursuant to Rule 12b-1 and described herein under “Distribution and Service Plan.” Nuveen receives any CDSCs imposed on redemptions of Shares, but any amounts as to which a reinstatement privilege is not exercised are set off against and reduce amounts otherwise payable to Nuveen pursuant to the distribution plan.

The following tables set forth the aggregate amount of underwriting commissions with respect to the sale of Fund shares, the amount thereof retained by Nuveen and the compensation on redemptions and repurchases received by Nuveen for each of the Funds for the specified periods. All figures are to the nearest thousand.

 

    Amount of Underwriting
Commissions
  Amount Retained By Nuveen   Amount of Compensation on
Redemptions and Repurchases
    

7/01/04-
6/30/05

   

7/01/05-
6/30/06

 

7/01/06-
6/30/07

 

7/01/04-
6/30/05

   

7/01/05-
6/30/06

 

7/01/06-
6/30/07

 

7/01/04-
6/30/05

   

7/01/05-
6/30/06

 

7/01/06-
6/30/07

Nuveen Growth Allocation Fund

  $ *   $ 45   $ 40   $ *   $ 6   $ 5   $ *   $ 1   $ 4

Nuveen Moderate Allocation Fund

    28       63     73     3       7     9     33       17     17

 

* For the period December 9, 2004 (commencement of operations) through June 30, 2005.

Other Compensation to Certain Dealers

NAM, at its own expense, currently provides additional compensation to investment dealers who distribute shares of the Nuveen Mutual Funds. The level of payments made to a particular dealer in any given year will vary and will comprise an amount equal to (a) up to 0.25% of fund sales by that dealer;

 

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and/or (b) up to 0.12% of assets attributable to that dealer. A number of factors will be considered in determining the level of payments as enumerated in the Prospectus. NAM makes these payments to help defray marketing and distribution costs incurred by particular dealers in connection with the sale of Nuveen Mutual Funds, including costs associated with educating a firm’s financial advisors about the features and benefits of Nuveen Mutual Funds. NAM will, on an annual basis, determine the advisability of continuing these payments. Additionally, NAM may also directly sponsor various meetings that facilitate educating financial advisors and shareholders about the Nuveen Funds.

In 2008, NAM expects that it will pay additional compensation to the following dealers:

A.G. Edwards (a division of Wachovia Securities, LLC)

Ameriprise Financial

Banc of America Investment Series, Inc.

Merrill Lynch, Pierce, Fenner & Smith, Inc.

Morgan Stanley DW Inc.

Raymond James Financial

Smith Barney

UBS Financial Services Inc.

Wachovia Securities, LLC

DISCLOSURE OF PORTFOLIO HOLDINGS

The Nuveen Mutual Funds have adopted a portfolio holdings disclosure policy which governs the dissemination of the Funds’ portfolio holdings. In accordance with this policy, the Funds may provide portfolio holdings information to third parties no earlier than the time a report is filed with the SEC that is required to contain such information or one day after the information is posted on the Fund’s publicly accessible website, www.nuveen.com. Currently, the Funds generally makes available complete portfolio holdings information on the Funds’ website following the end of each month with an approximately one-month lag. Additionally, the Funds publishes on the website a list of its top ten holdings as of the end of each month, approximately 2-5 business days after the end of the month for which the information is current. This information will remain available on the website at least until the Funds files with the SEC its Form N-CSR or Form N-Q for the period that includes the date as of which the website information is current.

Additionally, the Funds may disclose portfolio holdings information that has not been included in a filing with the SEC or posted on the Funds’ website (i.e., non-public portfolio holdings information) only if there is a legitimate business purpose for doing so and if the recipient is required, either by explicit agreement or by virtue of the recipient’s duties to the Funds as an agent or service provider, to maintain the confidentiality of the information and to not use the information in an improper manner (e.g., personal trading). In this connection, the Funds may disclose on an ongoing basis non-public portfolio holdings information in the normal course of their investment and administrative operations to various service providers, including their investment adviser and/or subadviser(s), independent registered public accounting firm, custodian, financial printer (R.R. Donnelley Financial and Financial Graphic Services), proxy voting service(s) (including Institutional Shareholder Services, ADP Investor Communication Services, and Glass, Lewis & Co.), and to the legal counsel for the Fund’s independent trustees (Chapman and Cutler LLP). Also, the Funds’ investment adviser may transmit to Vestek Systems, Inc. daily non-public portfolio holdings information on a next-day basis to enable the investment adviser to perform portfolio attribution analysis using Vestek’s systems and software programs. Vestek is also provided with non-public portfolio holdings information on a monthly basis approximately 2-3 business days after the end of each month so that Vestek may calculate and provide certain statistical information (but not the non-public holdings information itself) to its clients (including retirement plan sponsors or their consultants). The Funds’ investment adviser and/or sub-adviser may also provide certain portfolio holdings information to broker-dealers from time to time in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities. In providing this information, reasonable precautions, including limitations on the scope of the portfolio holdings information disclosed, are taken in an effort to avoid potential misuse of the disclosed information.

 

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Non-public portfolio holdings information may be provided to other persons if approved by the Funds’ Chief Administrative Officer or Secretary upon a determination that there is a legitimate business purpose for doing so, the disclosure is consistent with the interests of the Funds, and the recipient is obligated to maintain the confidentiality of the information and not misuse it.

Compliance officers of the Funds and its investment adviser and sub-adviser periodically monitor overall compliance with the policy to ascertain whether portfolio holdings information is disclosed in a manner that is consistent with the Fund’s policy. Reports are made to the Funds’ Board of Trustees on an annual basis.

There is no assurance that the Funds’ policies on portfolio holdings information will protect the Funds from the potential misuse of portfolio holdings information by individuals or firms in possession of such information.

DISTRIBUTION AND SERVICE PLANS

Each Fund has adopted a plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act, which provides that Class B shares, Class C shares and Class R3 shares will be subject to an annual distribution fee, and that Class A shares, Class B shares, Class C shares and Class R3 shares will be subject to an annual service fee. Class I shares will not be subject to either distribution or service fees.

The distribution fee applicable to Class B shares, Class C shares and Class R3 shares under each Fund’s Plan will be payable to compensate Nuveen for services and expenses incurred in connection with the distribution of such shares. These expenses include payments to financial intermediaries, including Nuveen, who are brokers of record with respect to the Class B, Class C shares and Class R3 shares, as well as, without limitation, expenses of printing and distributing prospectuses to persons other than shareholders of the Funds, expenses of preparing, printing and distributing advertising and sales literature and reports to shareholders used in connection with the sale of such shares, certain other expenses associated with the distribution of such shares, and any distribution-related expenses that may be authorized from time to time by the Board of Trustees.

The service fee applicable to Class A shares, Class B shares, Class C shares and Class R3 shares under each Fund’s Plan will be payable to financial intermediaries in connection with the provision of ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder inquiries and providing other personal service to shareholders.

Each Fund may spend up to 0.25 of 1% per year of the average daily net assets of Class A Shares as a service fee under the Plan as applicable to Class A shares. Each Fund may spend up to 0.75 of 1% per year of the average daily net assets of each of the Class B shares and Class C shares and 0.25 of 1% per year of the average daily net assets of Class R3 shares as a distribution fee which constitutes an asset-based sales charge whose purpose is the same as an up-front sales charge and up to 0.25 of 1% per year of the average daily net assets of each of the Class B shares, Class C shares and Class R3 shares as a service fee under the Plan as applicable to such classes.

During the fiscal year ended June 30, 2007, the Funds incurred 12b-1 fees pursuant to their respective 12b-1 Plan in the amounts set forth in the table below. For this period, substantially all of the 12b-1 service fees on Class A shares were paid out as compensation to financial intermediaries for providing services to shareholders relating to their investments. To compensate for commissions advanced to financial intermediaries, all 12b-1 service fees collected on Class B shares during the first year following a purchase, all 12b-1 distribution fees on Class B shares, and all 12b-1 service and distribution fees on Class C shares during the first year following a purchase are retained by Nuveen. After the first year following a purchase, 12b-1 service fees on Class B shares and 12b-1 service and distribution fees on Class C shares are paid to financial intermediaries. Class R3 shares were not offered during the fiscal year ended June 30, 2007.

 

S-41


     12b-1 Fees
Incurred by
each Fund for the

Fiscal Year
Ended

June 30, 2007

Nuveen Growth Allocation Fund

  

Class A

   $ 15,443

Class B

     5,627

Class C

     59,890
      

Total

   $ 80,960
      

Nuveen Moderate Allocation Fund

  

Class A

   $ 81,846

Class B

     70,973

Class C

     76,651
      

Total

   $ 229,470
      

Under each Fund’s Plan, the Fund will report quarterly to the Board of Trustees for its review all amounts expended per class of shares under the Plan. The Plan may be terminated at any time with respect to any class of shares, without the payment of any penalty, by a vote of a majority of the Trustees who are not “interested persons” and who have no direct or indirect financial interest in the Plan or by vote of a majority of the outstanding voting securities of such class. The Plan may be renewed from year to year if approved by a vote of the Board of Trustees and a vote of the non-interested Trustees who have no direct or indirect financial interest in the Plan cast in person at a meeting called for the purpose of voting on the Plan. The Plan may be continued only if the trustees who vote to approve such continuance conclude, in the exercise of reasonable business judgment and in light of their fiduciary duties under applicable law, that there is a reasonable likelihood that the Plan will benefit a Fund and its shareholders. The Plan may not be amended to increase materially the cost which a class of shares may bear under the Plan without the approval of the shareholders of the affected class, and any other material amendments of the Plan must be approved by the non-interested trustees by a vote cast in person at a meeting called for the purpose of considering such amendments. During the continuance of the Plan, the selection and nomination of the non-interested trustees of the Trust will be committed to the discretion of the non-interested trustees then in office.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, CUSTODIAN AND TRANSFER AGENT

PricewaterhouseCoopers LLP (“PwC”), One North Wacker Drive, Chicago, Illinois 60606, independent registered public accounting firm, has been selected as auditors for the Trust. In addition to audit services, PwC will provide assistance on accounting, internal control, tax and related matters.

The custodian of the assets of the Funds is State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043. The custodian performs custodial, fund accounting and portfolio accounting services.

The Funds’ transfer, shareholder services, and dividend paying agent is Boston Financial Data Services, P.O. Box 8530, Boston, Massachusetts 02266-8530.

FINANCIAL STATEMENTS

The audited financial statements for each Fund appear in each Fund’s Annual Report and each Fund’s unaudited financial statements for the six months ended December 31, 2007 appear in each Fund’s Semi-Annual Report, dated December 31, 2007. Each Fund’s Annual and Semi-Annual Reports are incorporated herein by reference and are available without charge by calling (800) 257-8787.

 

S-42


GENERAL TRUST INFORMATION

Each Fund is a series of the Trust. The Trust is an open-end management investment company under the 1940 Act. The Trust was organized as a Massachusetts business trust on May 6, 1996. The Board of Trustees of the Trust is authorized to issue an unlimited number of shares in one or more series which may be divided into classes of shares. Currently, there are 12 series authorized and outstanding, each of which may be divided into different classes of shares designated as Class A shares, Class B shares, Class C shares, Class R3 shares and Class I shares. Each class of shares represents an interest in the same portfolio of investments of a Fund. Each class of shares has equal rights as to voting, redemption, dividends and liquidation, except that each bears different class expenses, including different distribution and service fees, and each has exclusive voting rights with respect to any distribution or service plan applicable to its shares. There are no conversion, preemptive or other subscription rights, except that Class B Shares automatically convert into Class A Shares, as described herein. The Board of Trustees of the Trust has the right to establish additional series and classes of shares in the future, to change those series or classes and to determine the preferences, voting powers, rights and privileges thereof.

The Trust is not required and does not intend to hold annual meetings of shareholders. Shareholders owning more than 10% of the outstanding shares of a Fund have the right to call a special meeting to remove Trustees or for any other purpose.

Under Massachusetts law applicable to Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust of the Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the Trustees. The Funds’ Declaration of Trust further provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust or Fund itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.

 

S-43


APPENDIX A

Ratings of Investments

Standard & Poor’s Ratings Group—A brief description of the applicable Standard & Poor’s (“S&P”) rating symbols and their meanings (as published by S&P) follows:

Issue Credit Ratings

A S&P issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.

Issue credit ratings are based on current information furnished by the obligors or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.

Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

Long-Term Issue Credit Ratings

Issue credit ratings are based, in varying degrees, on the following considerations:

1. Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

2. Nature of and provisions of the obligation;

3. Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.

Issue ratings are an assessment of default risk but may incorporate an assessment of relative security or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

 

AAA An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

 

AA An obligation rated ‘AA’ differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

 

A An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

 

A-1


BBB An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’ and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

BB An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

B An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

 

CCC An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

 

CC An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.

 

C A subordinated debt or preferred stock obligation rated ‘C’ is currently highly vulnerable to nonpayment. The ‘C’ rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A ‘C’ also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.

 

D An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Plus (+) or Minus (-): The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

 

r This symbol is attached to the ratings of instruments with significant noncredit risks. It highlights risks to principal or volatility of expected returns which are not addressed in the credit rating.

 

NR This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

Short-Term Issue Credit Ratings

 

A-1 A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

 

A-2 A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

 

A-3 A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

A-2


B A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. Ratings of ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

B-1 A short-term obligation rated ‘B-1’ is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

B-2 A short-term obligation rated ‘B-2’ is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

B-3 A short-term obligation rated ‘B-3’ is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

 

C A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

 

D A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Moody’s Investors Service, Inc.—A brief description of the applicable Moody’s Investors Service, Inc. (“Moody’s”) rating symbols and their meanings (as published by Moody’s) follows:

Long Term Corporate Obligation Ratings:

Moody’s long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

 

Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

 

Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

 

A Obligations rated A are considered upper-medium grade and are subject to low credit risk.

 

Baa Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

 

Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

 

B Obligations rated B are considered speculative and are subject to high credit risk.

 

Caa Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

 

Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

 

C Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

 

A-3


Moody’s assigns long-term ratings to individual debt securities issued from medium-term note (MTN) programs, in addition to indicating ratings to MTN programs themselves. These long-term ratings are expressed on Moody’s general long-term scale. Notes issued under MTN programs with such indicated ratings are rated at issuance at the rating applicable to all pari passu notes issued under the same program, at the program’s relevant indicated rating, provided such notes do not exhibit any of the characteristics listed below:

1) Notes containing features which link the cash flow and/or market value to the credit performance of any third party or parties (i.e. credit-linked notes);

2) Notes allowing for negative coupons, or negative principal;

3) Notes containing any provision which could obligate the investor to make any additional payments;

4) Notes containing provisions that subordinate the claim.

For notes with any of these characteristics, the rating of the individual note may differ from the indicated rating of the program.

For credit-linked securities, Moody’s policy is to “look through” to the credit risk of the underlying obligor. Moody’s policy with respect to non-credit linked obligations is to rate the issuer’s ability to meet the contract as stated, regardless of potential losses to investors as a result of non-credit developments. In other words, as long as the obligation has debt standing in the event of bankruptcy, we will assign the appropriate debt class level rating to the instrument.

Market participants must determine whether any particular note is rated, and if so, at what rating level. Moody’s encourages market participants to contact Moody’s Ratings Desks directly or visit www.moodys.com if they have questions regarding ratings for specific notes issued under a medium-term note program. Unrated notes issued under an MTN program may be assigned an NR (not rated) symbol.

U.S. Short-term Ratings

Prime Rating System

Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.

Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:

 

P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

 

P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

 

P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

 

NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.

 

A-4


Short-Term vs. Long-Term Ratings

LOGO

MIG/VMIG Ratings

Short-Term Obligation Ratings

There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels—MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

 

MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

 

MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

 

MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

 

SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Demand Obligation Ratings

In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

VMIG rating expirations are a function of each issue’s specific structural or credit features.

 

VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

A-5


VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

Fitch Ratings—A brief description of the applicable Fitch Ratings (“Fitch”) ratings symbols and meanings (as published by Fitch) follows:

Fitch provides an opinion on the ability of an entity or of a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. Fitch credit ratings apply to a variety of entities and issues, including but not limited to sovereigns, governments, structured financings, and corporations; debt, preferred/preference stock, bank loans, and counterparties; as well as the financial strength of insurance companies and financial guarantors.

Credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Thus, the use of credit ratings defines their function: “investment-grade” ratings (international long-term ‘AAA’–’BBB’ categories; short-term ‘F1’–’F3’) indicate a relatively low probability of default, while those in the “speculative” or “non-investment grade” categories (international long-term ‘BB’–’D’; short-term ‘B’–’D’) either signal a higher probability of default or that a default has already occurred. Ratings imply no specific prediction of default probability. However, for example, it is relevant to note that over the long term, defaults on ‘AAA’ rated U.S. corporate bonds have averaged less than 0.10% per annum, while the equivalent rate for ‘BBB’ rated bonds was 0.35%, and for ‘B’ rated bonds, 3.0%.

Entities or issues carrying the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk.

Fitch credit and research are not recommendations to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of any payments of any security. The ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.

Fitch program ratings relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e. those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.

Credit ratings do not directly address any risk other than credit risk. In particular, these ratings do not deal with the risk of loss due to International Long-Term Credit Ratings changes in market interest rates and other market considerations.

International Long-Term Credit Ratings

Investment Grade

 

AAA Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

 

AA Very high credit quality. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

 

A-6


A High credit quality. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

 

BBB Good credit quality. ‘BBB’ ratings indicate that there are currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.

Speculative Grade

 

BB Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

 

B Highly speculative. For issuers and performing obligations, ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment. For individual obligations ‘B’ ratings may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of ‘RR1’ (outstanding).

CCC

 

   

For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.

 

   

For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of ‘RR2’ (superior), or ‘RR3’ (good) or ‘RR4’ (average).

CC

 

   

For issuers and performing obligations, default of some kind appears probable.

 

   

For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of ‘RR4’ (average) or ‘RR5’ (below average).

C

 

   

For issuers and performing obligations, default is imminent.

 

   

For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of ‘RR6’ (poor).

RD

Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.

D

Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:

 

   

Failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation;

 

   

The bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor;

 

   

The distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.

 

A-7


Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.

Issuers will be rated ‘D’ upon a default. Defaulted and distressed obligations typically are rated along the continuum of ‘C’ to ‘B’ ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligation’s documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the ‘B’ or ‘CCC-C’ categories.

Default is determined by reference to the terms of the obligations’ documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligation’s documentation, or where it believes that default ratings consistent with Fitch’s published definition of default are the most appropriate ratings to assign.

International Short-Term Credit Ratings

The following ratings scale applies to non-U.S. currency and local currency ratings. A short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for U.S. public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax and revenue anticipation notes that are commonly used with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.

 

F1 Highest credit quality. Indicates the Strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

 

F2 Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

 

F3 Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

 

B Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

 

C High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

 

D Indicates an entity or sovereign that has defaulted on all of its financial obligations.

Notes to Long-term and Short-term ratings:

The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ long-term rating category, to categories below ‘CCC’, or to Short-term ratings other than ‘F1’.

‘NR’ indicates that Fitch does not rate the issuer or issue in question.

‘Withdrawn’: A rating is withdrawn when Fitch deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced.

Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as “Positive,” indicating a potential upgrade, “Negative,” for a potential downgrade, or “Evolving,” if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.

 

A-8


 

 

MAI-MGRO-0808D


PART C—OTHER INFORMATION

Item 23: Exhibits:

 

(a)(1).    Declaration of Trust of Registrant.(1)
(a)(2).    Certificate for the Establishment and Designation of Series and Classes for the Nuveen Growth and Income Stock Fund, the Nuveen Balanced Stock and Bond Fund, and Nuveen Balanced Municipal and Stock Fund, dated June 20, 1996.(2)
(a)(3).    Certificate for the Establishment and Designation of Series for the Nuveen European Value Fund, dated May 27, 1998.(5)
(a)(4).    Amended Designation of Series for the Nuveen Investment Trust, dated July 17, 2008.(13)
(a)(5).    Amended Establishment and Designation of Classes, dated April 23, 2008.(13)
(b).    Amended and Restated By-Laws of Registrant.(8)
(c).    Specimen certificate of Shares of the Funds.(2)
(d)(1).    Management Agreement between Registrant and Nuveen Asset Management, dated November 13, 2007.(13)
(d)(2)    Sub-Advisory Agreement between Nuveen Asset Management and Institutional Capital LLC, dated November 13, 2007.(13)
(d)(3)    Sub-Advisory Agreement between Nuveen Asset Management and NWQ Investment Management Company, LLC, dated November 13, 2007.(13)
(d)(4).    Sub-Advisory Agreement between Nuveen Asset Management and NWQ Investment Management Company, LLC dated November 13, 2007.(13)
(d)(5).    Sub-Advisory Agreement between Nuveen Asset Management and Tradewinds Global Investors, LLC, dated November 13, 2007.(13)
(d)(6).    Sub-Advisory Agreement between Nuveen Asset Management and Nuveen HydePark Group, LLC, dated November 14, 2007.(13)
(d)(7).    Sub-Advisory Agreement between Nuveen Asset Management and Symphony Asset Management, dated November 14, 2007.(13)
(d)(8).    Sub-Advisory Agreement between Nuveen Asset Management and Nuveen HydePark Group, LLC dated November 30, 2007.(13)
(d)(9).    Sub-Advisory Agreement between Nuveen Asset Management and NWQ Investment Management Company, LLC dated November 30, 2007.(13)
(d)(10).    Sub-Advisory Agreement between Nuveen Asset Management and Tradewinds Global Investors, LLC, dated November 30, 2007.(13)
(d)(11).    Sub-Advisory Agreement between Nuveen Asset Management and Richards & Tierney, Inc., dated July 7, 2008.(13)
(d)(12).    Form of Amended Schedule A and B of Renewal of Investment Management Agreement between Registrant and Nuveen Asset Management, dated August 1, 2008.(13)
(e)(1).    Distribution Agreement between Registrant and John Nuveen & Co. Incorporated dated August 1, 1998.(6)
(e)(2).    Dealer Management Agreement dated October 22, 1996.(3)
(e)(3).    Dealer Distribution, Shareholder Servicing and Fee-Based Program Agreement.(10)
(e)(4).    Form of Nuveen Funds Rule 22c-2 Agreement.(11)
(e)(5)    Renewal of Distribution Agreement between Registrant and Nuveen Investments, LLC dated August 1, 2007.(12)

 

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(f).    Not applicable.
(g).    Amended and Restated Master Custodian Agreement between certain Nuveen Funds and State Street Bank and Trust Company.(9)
(h).    Transfer Agency and Service Agreement between certain Nuveen Open-End Investment Companies and State Street Bank and Trust Company.(8)
(i)(1).    Opinion and consent of Chapman and Cutler LLP.(13)
(i)(2).    Opinion and consent of Bingham McCutchen LLP.(13)
(j).    Consent of independent registered accounting firm.(13)
(k).    Not applicable.
(l).    Subscription Agreement with Nuveen Institutional Advisory Corp.(4)
(m).    Plan of Distribution and Service Pursuant to Rule 12b-1.(13)
(n).    Multi-Class Plan.(13)
(p)(1).    Code of Ethics of Institutional Capital Corporation.(7)
(p)(2).    Code of Ethics and Reporting Requirements of Certain Subsidiaries of Nuveen Investments, Inc.(12)
(z)    Powers of Attorney for Messrs. Amboian, Bremner, Evans, Hunter, Kundert, Schneider and Toth and Mss. Stockdale and Stone.(13)
(1)    Incorporated by reference to the initial registration statement filed on Form N-1A for Registrant.
(2)    Incorporated by reference to the pre-effective amendment no. 2 filed on Form N-1A for Registrant.
(3)    Incorporated by reference to the post-effective amendment no. 1 filed on Form N-1A for Registrant.
(4)    Incorporated by reference to the post-effective amendment no. 4 filed on Form N-1A for Registrant.
(5)    Incorporated by reference to the post-effective amendment no. 12 filed on Form N-1A for Registrant.
(6)    Incorporated by reference to the post-effective amendment no. 13 filed on Form N-1A for Registrant.
(7)    Incorporated by reference to the post-effective amendment no. 20 filed on Form N-1A for Registrant.
(8)    Incorporated by reference to the post-effective amendment no. 25 filed on Form N-1A for Registrant.
(9)    Incorporated by reference to the post-effective amendment no. 32 filed on Form N-1A for Registrant.

 

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(10)    Incorporated by reference to the post-effective amendment no. 35 filed on Form N-1A for Registrant.
(11)    Incorporated by reference to the post-effective amendment no. 39 filed on Form N-1A for Registrant.
(12)    Incorporated by reference to the post-effective amendment no. 51 filed on Form N-1A for Registrant.
(13)    Filed herewith.

Item 24: Persons Controlled by or under Common Control with Fund.

Not applicable.

Item 25: Indemnification.

Section 4 of Article XII of Registrant’s Declaration of Trust provides as follows:

Subject to the exceptions and limitations contained in this Section 4, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.

No indemnification shall be provided hereunder to a Covered Person:

(a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; or

(c) in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct:

(i) by a vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or

(ii) by written opinion of independent legal counsel.

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and

 

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shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.

Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 4 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4, provided that either:

(a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

As used in this Section 4, a “Disinterested Trustee” is one (x) who is not an Interested Person of the Trust (including, as such Disinterested Trustee, anyone who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (y) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending.

As used in this Section 4, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the word “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

 

 

The trustees and officers of the Registrant are covered by Investment Trust Errors and Omission policies in the aggregate amount of $50,000,000 (with a maximum deductible of $500,000) against liability and expenses of claims of wrongful acts arising out of their position with the Registrant, except for matters which involved willful acts, bad faith, gross negligence and willful disregard of duty (i.e., where the insured did not act in good faith for a purpose he or she reasonably believed to be in the best interest of Registrant or where he or she shall have had reasonable cause to believe this conduct was unlawful).

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the officers, trustees or controlling persons of the Registrant pursuant to the Declaration of Trust of the Registrant or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by an officer or trustee or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such officer, trustee or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 26: Business and Other Connections of Investment Adviser.

(a) Nuveen Asset Management (“NAM”) manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies and to separately managed accounts. The principal business address for all of these investment companies and the persons named below is 333 West Wacker Drive, Chicago, Illinois 60606.

 

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A description of any other business, profession, vocation or employment of a substantial nature in which the directors and officers of NAM who serve as officers or Trustees of the Registrant have engaged during the last two years for his or her account or in the capacity of director, officer, employee, partner or trustee appears under “Management” in the Statement of Additional Information. Such information for the remaining senior officers of NAM appears below:

 

Name and Position with NAM

 

Other Business, Profession, Vocation or
Employment During Past Two Years

John P. Amboian, Chief Executive Officer, President and Director  

Chief Executive Officer, President and Director of Nuveen Investments, Inc., Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc., NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC.
Stuart J. Cohen, Managing Director, Assistant Secretary and Assistant General Counsel  

Managing Director, Assistant Secretary and Assistant General Counsel of Nuveen Investments, LLC; Vice President and Assistant Secretary Nuveen Investments Holdings, Inc., NWQ Holdings, LLC, Nuveen Investments Institutional Services Group LLC and Rittenhouse Asset Management, Inc.; Vice President of Nuveen Investments Advisers Inc.; Assistant Secretary of Tradewinds Global Investors, LLC, Santa Barbara Asset Management, LLC and Symphony Asset Management LLC.
Sherri A. Hlavacek, Vice President and Corporate Controller  

Vice President and Corporate Controller of Nuveen Investments, LLC, Nuveen Investments Holdings, Inc., Nuveen Investments Advisers Inc. and Rittenhouse Asset Management, Inc.; Vice President and Controller of Nuveen Investments, Inc.; Vice President of NWQ Holdings, LLC and Nuveen Investments Advisers Inc.; Certified Public Accountant.
Mary E. Keefe, Managing Director and Chief Compliance Officer  

Managing Director (since 2004) and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Institutional Services Group LLC and Rittenhouse Asset Management, Inc.; Chief Compliance Officer of Symphony Asset Management, LLC, NWQ Investment Management Company, LLC HydePark Investment Strategies, LLC.

 

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Name and Position with NAM

 

Other Business, Profession, Vocation or
Employment During Past Two Years

John L. MacCarthy, Executive Vice President, Secretary and General Counsel  

Executive Vice President (since 2008), formerly, Senior Vice President, (2006-2008), Secretary and General Counsel (since March 2006) of Nuveen Investments, Inc., Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., and Nuveen Investments Holdings, Inc.; Senior Vice President and Secretary of Nuveen Investments Advisers Inc., NWQ Holdings, LLC, and Nuveen Investments Institutional Services Group LLC; Assistant Secretary of NWQ Investment Management Company, LLC and Tradewinds Global Investors, LLC; Secretary of Symphony Asset Management, LLC and Santa Barbara Asset Management, LLC formerly, Partner in the law firm of Winston & Strawn LLC.
Glenn R. Richter, Executive Vice President   Executive Vice President and Chief Administrative Officer of Nuveen Investments, Inc.; (since 2006) Executive Vice President of Nuveen Investments, LLC; Executive Vice President of Nuveen Investments Holdings. Inc., Chief Administrative Officer of NWQ Holdings, LLC; formerly, Executive Vice President and Chief Financial Officer (2004-2005) of RR Donnelley and Sons.

(b) Institutional Capital Corporation (“Institutional Capital”) acts as investment sub-adviser to the ICAP Funds, Inc. and as sub-investment adviser to the Nuveen Multi-Manager Large-Cap Value Fund, a series of the Registrant. In addition, Institutional Capital serves as investment adviser to separately managed accounts.

A description of any other business, profession, vocation, or employment of a substantial nature in which the directors or officers have or have been, at any time during the last two fiscal years, engaged for his own account or in the capacity of director, officer, employee, partner, or trustee appears below. The principal business address for each person is 225 West Wacker Drive, Suite 2400, Chicago, Illinois 60606.

 

Name

  

Positions and Offices with ICAP

  

Other Business, Profession, Vocation or
Employment During Past Two Years

Pamela H. Conroy    Executive Vice President, Chief Operating Officer and Director    Formerly, Vice President, Treasurer, Secretary and Chief Compliance Officer of the ICAP Funds, Inc.
Gary S. Maurer    Executive Vice President   
Paula L. Rogers    Executive Vice President   
Jerrold K. Senser    Executive Vice President and Co-Chief Investment Officer   
Thomas R. Wenzel    Executive Vice President and Director of Research   

(c) NWQ Investment Management Company, LLC (“NWQ”) acts as a sub-investment adviser to the Registrant for the Nuveen NWQ Multi-Cap Value Fund, Nuveen NWQ Small-Cap Value Fund, Nuveen Global Value Fund, Nuveen NWQ Large-Cap Value Fund and the Nuveen NWQ Small/Mid-Cap Value

 

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Fund. In addition, NWQ serves as investment adviser to separately managed accounts. The following is a listing of the executive officers of NWQ. The principal business address of each person is 2049 Century Park East, 16th Floor, Los Angeles, California 90067.

 

Name

  

Positions and Offices with NWQ

  

Other Business, Profession, Vocation or
Employment During Past Two Years

Jon D. Bosse, CFA    Chief Investment Officer, Co-President, Managing Director, Portfolio Manager   
John E. Conlin    Co-President, Executive Committee Member, Chief Operating Officer    Co-Founder, (2004-2006) of Education Partners; Board Member (since 2003) of Montgomery & Company; Board Member (since 2005), Pope Resources M.L.P.; Board Member (since 2005), Acme Communications Corporation.
Edward C. Friedel, CFA    Managing Director, Executive Committee Member, Portfolio Manager   

(d) Tradewinds Global Investors, LLC (“Tradewinds”) acts as sub-investment adviser to the Registrant for the Nuveen Tradewinds Value Opportunities Fund and the Nuveen Global Value Fund and also serves as sub-investment adviser to other open-end funds and certain closed-end funds. In addition, Tradewinds serves as investment adviser to separately managed accounts. The following is a listing of the executive officers of Tradewinds. The principal address of each person is 2049 Century Park East, 20th Floor, Los Angeles, California 90067.

 

Name

  

Positions and Offices
with Tradewinds

  

Other Business, Profession, Vocation or

Employment During Past Two Years

Michael C. Mendez    President    Chief Executive Officer (since 2001) and Executive Committee Member (since 2002), formerly, President (1999-2006) of NWQ Investment Management Company, LLC.
David B. Iben, CFA    Chief Investment Officer, Managing Director, Executive Committee Member, Portfolio Manager    Managing Director and Portfolio Manager (2000-2006) of NWQ Investment Management Company, LLC.
Paul J. Hechmer    Managing Director, Executive Committee Member, Portfolio Manager    Managing Director, and Portfolio Manager (2005-2006) Vice President, and Portfolio Manager and Equity Analyst of NWQ Investment Management Company, LLC.

(e) Nuveen HydePark Group, LLC (“Nuveen HydePark”) acts as sub-investment adviser to the Registrant for Nuveen Large-Cap Value Fund, Nuveen Enhanced Core Equity Fund and Nuveen Enhanced Mid-Cap Fund. Nuveen HydePark also provides specialized risk control and portfolio advisory services to institutional investors. The following is a list of each director and officer of Nuveen HydePark. The principal business address of each person is 111 West Jackson Boulevard, Suite 1411, Chicago, Illinois 60604.

 

Name

  

Positions and Offices
with Nuveen HydePark

  

Other Business, Profession, Vocation or

Employment During Past Two Years

David E. Tierney    President Senior Managing Director and Chief Investment Officer    Senior Managing Director and Chief Investment Officer of Richards & Tierney, Inc.
Thomas M. Richards    Senior Managing Director    Senior Managing Director of Richards & Tierney, Inc.

 

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Name

  

Positions and Offices
with Nuveen HydePark

  

Other Business, Profession, Vocation or

Employment During Past Two Years

M. Ann Posey    Managing Director and Assistant Secretary    Managing Director and Assistant Secretary of Richards & Tierney, Inc.
Charles McPike    Managing Director and Assistant Secretary    Managing Director and Assistant Secretary of Richards & Tierney, Inc.
John Simmons    Managing Director and Assistant Secretary    Managing Director and Assistant Secretary of Richards & Tierney, Inc.
John Gambla    Managing Director    Managing Director of Nuveen Asset Management and Richards & Tierney, Inc.
Rob Guttschow    Managing Director    Managing Director of Nuveen Asset Management and Richards & Tierney, Inc.
Michael N. Lindh    Vice President and Assistant Secretary    Vice President and Assistant Secretary of Richards & Tierney, Inc.
Mary E. Keefe    Vice President and Chief Compliance Officer    Managing Director and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Asset Management, Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Symphony Asset Management LLC, Rittenhouse Asset Management, Inc. and Santa Barbara Asset Management LLC; Managing Director and Assistant Secretary Nuveen Investments Institutional Services Group LLC; Vice President and Chief Compliance Officer of Richards & Tierney, Inc.
John L. MacCarthy    Senior Vice President and Secretary    Senior Vice President and Secretary of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc., Nuveen Investments Holdings, Inc., Nuveen Investments Advisers Inc., NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC, NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Richards & Tierney, Inc.
Larry W. Martin    Vice President and Assistant Secretary    Vice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Investments, Inc., Rittenhouse Asset Management, Inc., NWQ Holdings, LLC, Nuveen Investments Institutional Services Group LLC, Nuveen Asset Management, Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Richards & Tierney, Inc.; Vice President and Assistant Secretary of funds in Nuveen fund complex.

 

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Name

  

Positions and Offices
with Nuveen HydePark

  

Other Business, Profession, Vocation or

Employment During Past Two Years

Kevin J. McCarthy    Vice President and Assistant Secretary    Managing Director and Assistant Secretary of Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investment Advisers Inc., Nuveen Investment Institutional Services Group LLC, Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Richards & Tierney, Inc.; Vice President and Secretary of funds in Nuveen fund complex.
Gifford R. Zimmerman    Vice President and Assistant Secretary    Managing Director and Assistant Secretary of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Investments, LLC, Nuveen Asset Management and Rittenhouse Asset Management, Inc; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Santa Barbara Asset Management, LLC, NWQ Holdings, LLC, Nuveen Investments Advisers Inc. and Richards & Tierney, Inc.; Chief Administrative Officer of funds in Nuveen fund complex.

(f) Symphony Asset Management (“Symphony”) acts as sub-investment adviser to the Registrant for the Nuveen Large-Cap Value Fund. Symphony also serves as sub-investment adviser to certain closed-end funds and as investment adviser to separately managed accounts. The following is a list of each director and officer of Symphony. The principal business address of each person is 555 California Street, Suite 2975, San Francisco, CA 94104.

 

Name

  

Positions and Offices
with Symphony

  

Other Business, Profession, Vocation or

Employment During Past Two Years

Jeffrey L. Skelton    President and Chief Executive Officer    None
Neil L. Rudolph    Chief Operating Officer and Chief Financial Officer    None
Praveen K. Gottipalli    Vice President and Director of Investments    None
Michael J. Henman    Vice President and Director of Business Development    None
Gunther M. Stein    Vice President and Director of Fixed Income Strategies    None
David T. Wang    Portfolio Manager    None

(g) Richards & Tierney, Inc. (“R&T”) acts as sub-investment adviser to the Registrant for the Nuveen Conservative Allocation Fund. The following is a list of each director and officer of R&T. The principal business address of each person is 111 West Jackson Boulevard, Suite 1411, Chicago, Illinois 60604.

 

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Name

  

Positions and Offices with R&T

  

Other Business, Profession, Vocation or

Employment During Past Two Years

David E. Tierney    Senior Managing Director and Chief Investment Officer    President Senior Managing Director and Chief Investment Officer HydePark.
Thomas M. Richards    Senior Managing Director    Senior Managing Director of HydePark.
M. Ann Posey    Managing Director and Assistant Secretary    Managing Director and Assistant Secretary of HydePark.
Charles McPike    Managing Director and Assistant Secretary    Managing Director and Assistant Secretary of HydePark.
John Simmons    Managing Director and Assistant Secretary    Managing Director and Assistant Secretary of HydePark.
John Gambla    Managing Director    Managing Director of Nuveen Asset Management and HydePark.
Rob Guttschow    Managing Director    Managing Director of Nuveen Asset Management and HydePark.
Michael N. Lindh    Vice President and Assistant Secretary    Vice President and Assistant Secretary of HydePark
Mary E. Keefe    Vice President and Chief Compliance Officer    Managing Director and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Asset Management, Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Symphony Asset Management LLC, Rittenhouse Asset Management, Inc. and Santa Barbara Asset Management LLC; Managing Director and Assistant Secretary Nuveen Investments Institutional Services Group LLC; Vice President and Chief Compliance Officer of HydePark.
John L. MacCarthy    Senior Vice President and Secretary    Senior Vice President and Secretary of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management, Rittenhouse Asset Management, Inc., Nuveen Investments Holdings, Inc., Nuveen Investments Advisers Inc., NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC, NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and HydePark.

 

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Name

  

Positions and Offices with R&T

  

Other Business, Profession, Vocation or

Employment During Past Two Years

Larry W. Martin    Vice President and Assistant Secretary    Vice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Investments, Inc., Rittenhouse Asset Management, Inc., NWQ Holdings, LLC, Nuveen Investments Institutional Services Group LLC, Nuveen Asset Management, Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and HydePark; Vice President and Assistant Secretary of funds in Nuveen fund complex.
Kevin J. McCarthy    Vice President
and Assistant Secretary
   Managing Director and Assistant Secretary of Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investment Advisers Inc., Nuveen Investment Institutional Services Group LLC, Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Nuveen HydePark Group; Vice President and Secretary of funds in Nuveen fund complex.
Gifford R. Zimmerman    Vice President and Assistant Secretary    Managing Director and Assistant Secretary of Nuveen Investments, Inc.; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Investments, LLC, Nuveen Asset Management and Rittenhouse Asset Management, Inc; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Santa Barbara Asset Management, LLC, NWQ Holdings, LLC, Nuveen Investments Advisers Inc. and HydePark; Chief Administrative Officer of funds in Nuveen fund complex.

 

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Item 27: Principal Underwriters.

(a) Nuveen Investments, LLC (“Nuveen”) acts as principal underwriter to the following open-end management type investment companies: Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen Municipal Trust, Nuveen Managed Accounts Portfolios Trust, Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen Investment Trust III and Nuveen Investment Trust V. Nuveen is also serving as the principal underwriter to Nuveen Municipal High Income Opportunity Fund 2, a closed-end management type investment company.

(b)

 

Name and Principal
Business Address

  

Positions and Offices
with Underwriter

  

Positions and Offices
with Registrant

John P. Amboian

333 West Wacker Drive

Chicago, IL 60606

   President, Chief Executive Officer and Director    Trustee

William Adams IV

333 West Wacker Drive

Chicago, IL 60606

   Executive Vice President    None

Alan G. Berkshire

333 West Wacker Drive

Chicago, IL 60606

   Senior Executive Vice President, Institutional    None

Alan A. Brown

333 West Wacker Drive

Chicago, IL 60606

  

Executive Vice President,

Mutual Funds

  

Vice President

Stephen D. Foy

333 West Wacker Drive

Chicago, IL 60606

   Vice President and
Funds Controller
   Vice President and
Controller

Mary E. Keefe

333 West Wacker Drive

Chicago, IL 60606

   Managing Director and
Chief Compliance Officer
   None

John L. MacCarthy

333 West Wacker Drive

Chicago, IL 60606

   Executive Vice President, Secretary and
General Counsel
   None

Kevin J. McCarthy

333 West Wacker Drive

Chicago, IL 60606

  

Managing Director and

Assistant Secretary

   Vice President and Secretary

Larry W. Martin

333 West Wacker Drive

Chicago, IL 60606

   Vice President and
Assistant Secretary
   Vice President and
Assistant Secretary

Glenn R. Richter

333 West Wacker Drive

Chicago, IL 60606

   Executive Vice President    None

Paul C. Williams

333 West Wacker Drive

Chicago, IL 60606

   Managing Director    None

Gifford R. Zimmerman

333 West Wacker Drive

Chicago, IL 60606

   Managing Director and Assistant Secretary    Chief Administrative Officer

 

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(c) Not applicable.

Item 28: Location of Accounts and Records.

Nuveen Asset Management, 333 West Wacker Drive, Chicago, Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees and shareholder meetings and contracts of the Registrant and all advisory material of the investment adviser.

State Street Bank and Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043, maintains all general and subsidiary ledgers, journals, trial balances, records of all portfolio purchases and sales, and all other required records not maintained by Nuveen Asset Management.

Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, maintains all the required records in its capacity as transfer, dividend paying, and shareholder service agent for the Registrant.

Item 29: Management Services.

Not applicable.

Item 30: Undertakings.

Not applicable.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all of the requirement for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago, and State of Illinois, on the 22nd day of July, 2008.

 

NUVEEN INVESTMENT TRUST
/S/    KEVIN J. MCCARTHY        
Kevin J. McCarthy,
Vice President and Secretary

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature

  

Title

         

Date

/S/    STEPHEN D. FOY        

STEPHEN D. FOY

   Vice President and Controller (Principal Financial and Accounting Officer)       July 22, 2008

/S/    GIFFORD R. ZIMMERMAN

GIFFORD R. ZIMMERMAN

   Chief Administrative Officer (Principal Executive Officer)       July 22, 2008
ROBERT P. BREMNER*    Chairman and Trustee   ý

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  By:  

 

/S/    KEVIN J. MCCARTHY

 

KEVIN J. MCCARTHY

Attorney-in-Fact

July 22, 2008

 

JOHN P. AMBOIAN*    Trustee      
JACK B. EVANS*    Trustee      
WILLIAM C. HUNTER*    Trustee      
DAVID J. KUNDERT*    Trustee      
WILLIAM J. SCHNEIDER*    Trustee      
JUDITH M. STOCKDALE*    Trustee      
CAROLE E. STONE*    Trustee      
TERENCE J. TOTH*    Trustee      

 

* An original power of attorney authorizing, among others, Kevin J. McCarthy, Larry W. Martin and Gifford R. Zimmerman to execute this registration statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this registration statement is filed, has been executed and filed with the Securities and Exchange Commission and is incorporated by reference.


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit

(a)(4)    Amended Designation of Series for the Nuveen Investment Trust, dated July 17, 2008.
(a)(5)    Amended Establishment and Designation of Classes, dated April 23, 2008.
(d)(1)    Management Agreement between Registrant and Nuveen Asset Management, dated November 13, 2007.
(d)(2)    Sub-Advisory Agreement between Nuveen Asset Management and Institutional Capital LLC, dated November 13, 2007.
(d)(3)    Sub-Advisory Agreement between Nuveen Asset Management and NWQ Investment Management Company, LLC dated November 13, 2007.
(d)(4)    Sub-Advisory Agreement between Nuveen Asset Management and NWQ Investment Management Company, LLC dated November 13, 2007.
(d)(5)    Sub-Advisory Agreement between Nuveen Asset Management and Tradewinds Global Investors, LLC dated November 13, 2007.
(d)(6)    Sub-Advisory Agreement between Nuveen Asset Management and Nuveen HydePark Group, LLC, dated November 14, 2007.
(d)(7)    Sub-Advisory Agreement between Nuveen Asset Management and Symphony Asset Management, dated November 13, 2007.
(d)(8)    Sub-Advisory Agreement between Nuveen Asset Management and Nuveen HydePark Group, LLC, dated November 30, 2007.
(d)(9)    Sub-Advisory Agreement between Nuveen Asset Management and NWQ Investment Management Company, LLC dated November 30, 2007.
(d)(10)    Sub-Advisory Agreement between Nuveen Asset Management and Tradewinds Global Investors, LLC, dated November 30, 2007.
(d)(11)    Sub-Advisory Agreement between Nuveen Asset Management and Richards & Tierney, Inc., dated July 7, 2008.
(d)(12)    Form of Amended Schedule A and B of Renewal of Investment Management Agreement between Registrant and Nuveen Asset Management, dated August 1, 2008.
(i)(1)    Opinion and consent of Chapman and Cutler LLP.
(i)(2)    Opinion and consent of Bingham McCutchen LLP.
(j)    Consent of independent registered accounting firm.
(m)    Plan of Distribution and Service Pursuant to Rule 12b-1.
(n)    Multi-Class Plan.
(z)    Powers of Attorney for Messrs. Amboian, Bremner, Evans, Hunter, Kundert, Schneider and Toth and Mss. Stockdale and Stone.