497 1 d224734d497.htm NUVEEN INVESTMENT TRUST Nuveen Investment Trust

Filed pursuant to Rule 497(b)
File No: 333-212543

LOGO

Important Information for Shareholders of Nuveen Tradewinds Global All-Cap Fund and Nuveen Tradewinds Value Opportunities Fund

At a joint special meeting of shareholders of Nuveen Tradewinds Global All-Cap Fund (the “All-Cap Fund”), a series of Nuveen Investment Trust II, and Nuveen Tradewinds Value Opportunities Fund (the “Value Fund”), a series of Nuveen Investment Trust, you will be asked to vote on these important changes affecting your fund:

 

   

the reorganization of your fund into Nuveen NWQ Global Equity Income Fund (the “Acquiring Fund”), a series of Nuveen Investment Trust.

 

   

the approval of a new sub-advisory agreement on behalf of your fund with NWQ Investment Management Company, LLC (“NWQ”).

The Board of Trustees of Nuveen Investment Trust and Nuveen Investment Trust II (each, a “Trust”), including the independent Board members, unanimously recommends that you vote FOR each proposal.

Although we recommend that you read the complete Joint Proxy Statement/Prospectus, for your convenience we have provided the following brief overview of the issues to be voted on. The All-Cap Fund and the Value Fund are collectively referred to herein as the “Target Funds” and individually as a “Target Fund.” The Target Funds and the Acquiring Fund are collectively referred to herein as the “Funds” and individually as a “Fund.”

Proposal Regarding the Reorganizations

 

Q. Why are the reorganizations being proposed?

 

A. Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors” or the “Adviser”) serves as the investment adviser to each of the Funds. Tradewinds Global Investors, LLC (“Tradewinds”), an affiliate of the Adviser, served as the sub-adviser to each of the Target Funds prior to August 1, 2016, and NWQ, also an affiliate of the Adviser, currently serves as the sub-adviser to each Target Fund since August 1, 2016 pursuant to interim sub-advisory agreements. NWQ also has served as sub-adviser to the Acquiring Fund since the inception of the Fund. As part of an internal reorganization, the Adviser intends to wind down the operations of Tradewinds and has transferred a number of Tradewinds’ existing equity mandates to NWQ. With respect to the Target Funds, the Adviser recommended the following courses of action (the “Target Fund Proposals”): (1) the termination of Tradewinds as the sub-adviser to the Target Funds, which became effective August 1, 2016, (2) the appointment of NWQ as the sub-adviser to each Target Fund, which became effective August 1, 2016 pursuant to interim sub-advisory agreements, (3) the long-term appointment of NWQ as the sub-adviser to each Target Fund, (4) the proposed reorganization of each Target Fund into the Acquiring Fund (each, a “Reorganization” and collectively, the “Reorganizations”), and (5) a modification to the Value Fund’s investment strategy to remove the limitation on investments in non-U.S. equity securities, contingent upon shareholder approval of the Value Fund’s Reorganization into the Acquiring Fund. In connection with the wind down of Tradewinds, the Adviser also recommended the appointment of NWQ as the sub-adviser to Nuveen Global Equity Income


  Fund (a closed-end fund) and the merger of that closed-end fund with and into a wholly-owned subsidiary of the Acquiring Fund (the “Merger”) (collectively, with the Target Fund Proposals, the “Restructuring Proposals”). No Reorganization is contingent on the other Reorganization or the Merger. The Board of Trustees of each Trust (the “Board” or the “Trustees”) is comprised of the same individual board members. The Board received information regarding the Restructuring Proposals over the course of several meetings and, at an in-person meeting held on May 24-26, 2016, the Board approved the Restructuring Proposals. Accordingly, NWQ assumed management of each Target Fund as of August 1, 2016 pursuant to an interim investment sub-advisory agreement as permitted by Rule 15a-4 under the Investment Company Act of 1940, as amended (the “1940 Act”).

 

Q. What are the anticipated benefits of the Reorganization for shareholders of each Target Fund?

 

A. The Adviser and the Board believe that shareholders of each Target Fund will benefit from operational efficiencies and economies of scale that are expected to arise as a result of the larger net asset size of the Acquiring Fund following the Reorganization. In addition, the Acquiring Fund has an expense cap in place that will result in lower net expenses for shareholders of both Target Funds following the Reorganizations.

 

Q. How will the Reorganization affect my shares?

 

A. Upon the closing of your Fund’s Reorganization, your Target Fund shares will be exchanged for the same class of shares in the Acquiring Fund, in an amount equal in total value to the total value of the Target Fund shares that were exchanged.

 

Q. Will Target Fund shareholders incur sales loads or contingent deferred sales charges in conjunction with the receipt of Acquiring Fund shares pursuant to the Reorganization?

 

A. Class A shares of the Acquiring Fund are subject to a sales load which will apply to purchases of Acquiring Fund shares made after completion of the Reorganization; however, the sales load will be waived for shares issued in the Reorganization. Class C shares of the Acquiring Fund are subject to a contingent deferred sales charge which will apply to purchases of Acquiring Fund shares made after completion of the Reorganization. With respect to Class C shares received in the Reorganization, your shares will be subject to the Acquiring Fund’s contingent deferred sales charge if they are redeemed within 12 months of the date you purchased your Target Fund shares.

 

Q. How do the Funds’ investment objectives and principal investment strategies compare?

 

A. The investment objective of both Target Funds is long-term capital appreciation. The investment objective of the Acquiring Fund is high current income and long-term capital appreciation.

 

    

The Acquiring Fund will generally focus its investments on income producing securities. Under normal market conditions, the Acquiring Fund will invest at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities, including common stock and preferred securities, certain debt securities convertible into common stock

 

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  or preferred securities, and other securities with equity characteristics. The Acquiring Fund may invest in securities issued by companies of any market capitalization, including small- and mid-capitalization companies. The Acquiring Fund may invest in securities of issuers located anywhere in the world. Under normal market conditions, the Acquiring Fund will invest at least 40% of its net assets in non-U.S. securities and will invest in securities of companies representing at least three different countries (one of which may be the United States). The Acquiring Fund may invest up to 20% of its net assets in companies located in emerging markets, up to 20% of its net assets in debt securities, including corporate debt securities and U.S. government and agency debt securities, up to 10% of its net assets in below-investment-grade debt securities, commonly referred to as “high yield” securities or “junk” bonds, and may utilize derivatives, including currency options, currency futures and options on such futures, and currency forwards. The Acquiring Fund may use these derivatives to manage market or business risk, enhance the Fund’s return, or hedge against adverse movements in currency exchange rates. The Acquiring Fund may write covered call options in order to generate additional income.

 

     Under normal market conditions, the All-Cap Fund invests at least 80% of its net assets in equity securities of U.S. and non-U.S. companies with varying market capitalizations. The All-Cap Fund invests at least 40%, and may invest up to 75%, of its net assets in non-U.S. equity securities. The All-Cap Fund may invest up to 25% of its net assets in equity securities of companies located in emerging market countries. The All-Cap Fund invests in equity securities of companies located in at least three different countries, which may include the United States. No more than 35% of the All-Cap Fund’s net assets may be invested in equity securities of companies located in a single non-U.S. country.

 

     Under normal market conditions, the Value Fund invests primarily in equity securities of companies with varying market capitalizations, which may include small-, mid- and large-capitalization companies. The Value Fund invests primarily in U.S. equity securities, but it may invest up to 35% of its net assets in non-U.S. equity securities, including up to 15% of its net assets in equity securities of companies located in emerging market countries.

 

     Because the Funds have similar investment objectives and principal investment strategies, the principal risks of investing in each Fund are similar. However, the Acquiring Fund is subject to certain additional risks related to investment strategies that are not principal strategies of the Target Funds, such as investment in debt securities and derivatives (e.g., Income Risk, Interest Rate Risk, High Yield Securities Risk, and Derivatives Risk). See the section of the Joint Proxy Statement/Prospectus entitled “Comparison of the Funds—Risk Factors” for a comparison of and additional information regarding each Fund’s principal investment risks.

 

     A more detailed comparison of the investment objectives, policies and risks of the Funds is contained in the Joint Proxy Statement/Prospectus.

 

Q. Will the portfolios of either Target Fund be repositioned in connection with the appointment of NWQ as interim sub-adviser or as a result of the Reorganization of the Target Fund?

 

A.

Yes. NWQ was appointed as the new sub-adviser for each Target Fund, effective August 1, 2016. With respect to the All-Cap Fund, in connection with the transition to NWQ it is

 

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  estimated that approximately 81.55% (or $63,122,304) of the Fund’s investment portfolio as of July 31, 2016 will be sold. Such portfolio repositioning commenced August 1, 2016 in connection with the appointment of NWQ as sub-adviser and is not contingent on shareholder approval or completion of the Fund’s Reorganization. It is estimated that portfolio repositioning in connection with the transition to NWQ would have resulted in brokerage commissions or other transaction costs of approximately $143,924 for the All-Cap Fund, based on average commission rates charged by transition managers, if such sales occurred on August 1, 2016. These transaction costs represent expenses of the All-Cap Fund that are not subject to the Fund’s expense cap and will be borne by the Fund and indirectly borne by the Fund’s shareholders. Capital gains from such portfolio sales, if any, are not expected to result in increased distributions of net capital gain or net investment income due to the All-Cap Fund’s available capital loss carryforwards.

 

     With respect to the Value Fund, in connection with the transition to NWQ it is estimated that approximately 75.6% (or $192,206,368) of the Fund’s investment portfolio as of July 31, 2016 will be sold. Such portfolio repositioning commenced August 1, 2016 in connection with the appointment of NWQ as sub-adviser and is not contingent on shareholder approval or completion of the Fund’s Reorganization. If shareholders of the Value Fund approve the Reorganization, the Board has approved the elimination of the Fund’s policy of investing no more than 35% of the Fund’s net assets in non-U.S. securities. Following that change, the Target Fund expects to increase its allocation to non-U.S. securities by approximately 5-7% from cash and sales of securities constituting approximately 1.1% of the Fund’s portfolio as of July 31, 2016. It is estimated that portfolio repositioning in connection with the transition to NWQ and the investment policy change would have resulted in brokerage commissions or other transaction costs of approximately $304,784 for the Value Fund, based on average commission rates charged by transition managers, if such sales occurred on August 1, 2016. These transaction costs represent expenses of the Value Fund that are not subject to the Fund’s expense cap and will be borne by the Fund and indirectly borne by the Fund’s shareholders. Capital gains from such portfolio sales in connection with the transition to NWQ and the elimination of the Value Fund’s investment limitation in non-U.S. securities may result in increased distributions of net capital gain and net investment income. If such sales occurred as of August 1, 2016, the sales would have resulted in increased distributions of net capital gain or net investment income of approximately $1.1013 per share.

 

     Taking into account the repositioning of the Target Funds, the Acquiring Fund is not expected to sell a material portion (less than 5% of net assets) of a Target Fund’s assets received in the Reorganizations in order to meet its investment policies and restrictions.

 

Q. How will the Reorganization impact fees and expenses?

 

A. If only the All-Cap Fund Reorganization takes place, the pro forma gross and net annual operating expense ratios of the combined Fund are estimated to be approximately 0.05% and 0.09%, respectively, lower than the current gross and net annual operating expense ratios of the All-Cap Fund as of the date in the Fees and Expenses tables in the Joint Proxy Statement/Prospectus (the “Fees and Expenses Tables”).

 

    

If only the Value Fund Reorganization takes place, the pro forma gross annual operating expense ratio of the combined Fund is estimated to be approximately 0.01% higher than the

 

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  current gross annual operating expense ratio of the Value Fund, and the pro forma net annual operating expense ratio of the combined Fund is estimated to be approximately 0.04% lower than the current net annual operating expense ratio of the Value Fund, in each case as of the date in the Fees and Expenses Tables.

 

     If both Reorganizations take place, the pro forma gross annual operating expense ratio of the combined Fund is estimated to be approximately 0.15% lower than the current gross annual operating expense ratio of the All-Cap Fund and approximately equal to the current gross annual operating expense ratio of the Value Fund, in each case as of the date in the Fees and Expenses Tables.

 

     If both Reorganizations take place, the pro forma net annual operating expense ratio of the combined Fund is estimated to be approximately 0.09% lower than the current net annual operating expense ratio of the All-Cap Fund and approximately 0.04% lower than the current net annual operating expense ratio of the Value Fund, in each case as of the date in the Fees and Expenses Tables.

 

     These amounts are estimated; actual operating expenses will vary based on asset size and other factors. See the section entitled “Comparison of the Funds - Fees and Expenses” under Proposal No. 1 in the Joint Proxy Statement/Prospectus for additional information.

 

Q. Will the Reorganization create a taxable event for me?

 

A. No. Each Reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes. It is expected that you will recognize no gain or loss for federal income tax
  purposes as a direct result of your Fund’s Reorganization. Prior to the closing of its Reorganization, each Target Fund expects to distribute all of its net investment income and net capital gains, if any. All or a portion of such a distribution may be taxable to Target Fund shareholders and will generally be taxed as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-advantaged account such as an IRA or 401(k) plan (in which case you may be taxed upon withdrawal of your investment from such account). The tax character of such distributions will be the same regardless of whether they are paid in cash or reinvested in additional shares. In addition, to the extent that portfolio securities of a Target Fund are sold prior to the closing of the Fund’s Reorganization, including as part of the repositioning described above, such Target Fund may recognize gains or losses. Such gains or losses may increase or decrease the net capital gains or net investment income to be distributed by the Target Fund to its shareholders, and may increase or decrease the Target Fund’s capital loss carryforwards.

 

Q. Who will bear the costs of the Reorganizations?

 

A. As described below, the costs of the Reorganizations will be allocated among the Target Funds and the Adviser. Based on current expense levels, however, it is anticipated that the Target Funds’ gross operating expenses will exceed their expense caps during the first year following the Reorganizations. The Reorganization expenses are not excluded from a Target Fund’s expense cap. Accordingly, it is expected that the Adviser or an affiliate will reimburse all of the Reorganization expenses allocated to the Target Funds.

 

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     To the extent that a Target Fund’s gross operating expenses do not exceed its expense cap, the Target Fund will bear the costs of its Reorganization up to the amount of the Target Fund’s projected cost savings, if any, from the Reorganizations during the first year following the Reorganizations. The costs of the Reorganizations will be allocated between all Funds ratably based on the projected total cost savings that each Fund is expected to realize from the Reorganizations during the first year following the Reorganizations. Nuveen Fund Advisors estimates that the cost savings during the first year following the Reorganizations will be approximately $80,000 for the All-Cap Fund and approximately $110,000 for the Value Fund. The costs of both Reorganizations are estimated to be approximately $340,000. As a result, the All-Cap Fund is expected to be allocated approximately $80,000 of Reorganization costs, the Value Fund is expected to be allocated approximately $110,000 of Reorganization costs, subject to each Fund’s expense cap. Acquiring Fund shareholders are not estimated to receive any cost savings as a result of the Reorganizations during the first year following the Reorganizations or in the foreseeable future and therefore the Fund is not expected to be allocated any of the Reorganization costs. The remaining approximately $150,000 of Reorganization costs are expected to be allocated to the Adviser.

 

     If a Reorganization is not approved or completed with respect to a Target Fund, the Adviser or an affiliate will pay all expenses associated with the Reorganization. See the section entitled “The Proposed Reorganizations—Reorganization Expenses” under Proposal No. 1 in the Joint Proxy Statement/Prospectus for additional information.

 

Q. Are the Reorganizations contingent on each other?

 

A. No. An unfavorable vote on a Reorganization by the shareholders of one Target Fund will not affect the closing of the other Target Fund’s Reorganization. Each Target Fund’s Reorganization is contingent only upon obtaining the requisite approval from that Target Fund’s shareholders and satisfying other closing conditions. If the Reorganization of a Target Fund is not approved by the Fund’s shareholders or does not close for another reason, the Board will take such actions as it deems to be in the best interests of the Target Fund, which may include additional solicitation or continuing to operate the Fund as a stand-alone fund.

 

Q. What is the timetable for the Reorganizations?

 

A. If approved by a Target Fund’s shareholders at the joint special meeting of shareholders on November 8, 2016, the Reorganization of such Target Fund is expected to occur at the close of business on November 18, 2016 or as soon as practicable thereafter.

Additional Proposals

 

Q. In light of the Reorganization proposal, why are the shareholders of each Target Fund being asked to approve a new sub-advisory agreement for their Fund?

 

A.

Effective August 1, 2016, NWQ serves as the sub-adviser to each Target Fund pursuant to an interim sub-advisory agreement with a maximum term of 150 days. For each Target Fund, in the event its Reorganization is not completed at all, or is not consummated prior to the expiration of the interim sub-advisory agreement, the Adviser recommended and the Target Fund’s Board approved the longer term appointment of NWQ as the sub-adviser to such Target Fund pursuant to a new sub-advisory agreement between the Adviser and NWQ. In order for NWQ to serve as the sub-adviser to each Target Fund on a longer term basis, shareholders of

 

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  each Target Fund are being asked to approve a new sub-advisory agreement. In the event that Target Fund shareholders do not approve the new sub-advisory agreement for their Fund and the Fund’s Reorganization is not completed at all, the Board will consider potential courses of action at that time.

General

 

Q. Whom do I call if I have questions?

 

A. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Computershare Fund Services, the proxy solicitor hired by the Target Funds, at (866) 963-6132 weekdays during its business hours of 9:00 a.m. to 11:00 p.m. and Saturdays 12:00 p.m. to 6:00 p.m. Eastern time. Please have your proxy materials available when you call.

 

Q. How do I vote my shares?

 

A. You may vote by mail, telephone or over the Internet:

 

   

To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States.

 

   

To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide.

 

   

To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.

 

Q. Will anyone contact me?

 

A. You may receive a call from Computershare Fund Services, the proxy solicitor hired by the Target Funds, to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote your proxy.

 

     We recognize the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matters being proposed were important. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’s follow-up contact list.

 

Q. How does the Board suggest that I vote?

 

A. After careful consideration, the Board has agreed unanimously that the proposed Reorganizations and the proposed sub-advisory agreements with NWQ are in the best interests of each Target Fund and recommends that you vote “FOR” each proposal.

 

     Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders fail to cast their votes, your Fund may not be able to hold its shareholder meeting or the vote on each issue, and your Fund will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.

 

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LOGO

SEPTEMBER 23, 2016

Dear Shareholders:

We are pleased to invite you to the joint special meeting of shareholders of Nuveen Tradewinds Global All-Cap Fund and Nuveen Tradewinds Value Opportunities Fund (each, a “Target Fund” and together, the “Target Funds”) (the “Joint Special Meeting”). The Joint Special Meeting is scheduled for November 8, 2016, at 2:00 p.m., Central time, at the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606.

At the Joint Special Meeting, you will be asked to consider and approve very important proposals for your fund. You are being asked to consider the reorganization of your fund into Nuveen NWQ Global Equity Income Fund (the “Acquiring Fund”) (each, a “Reorganization” and collectively, the “Reorganizations”). Additionally, you are being asked to consider and approve a new sub-advisory agreement between your fund’s investment adviser, Nuveen Fund Advisors, LLC (“Nuveen” or the “Adviser”) and NWQ Investment Management Company, LLC (“NWQ”), an affiliate of the Adviser. NWQ is the sub-adviser to the Acquiring Fund and, since August 1, 2016, has acted as the sub-adviser to the Target Funds pursuant to interim investment sub-advisory agreements as permitted by Rule 15a-4 under the Investment Company Act of 1940, as amended (the “1940 Act”). The proposed Reorganizations and the proposed sub-advisory agreements are collectively referred to as the “Target Fund Proposals.”

The Target Fund Proposals are being recommended as part of a wind down of the operations of Tradewinds Global Investors, LLC (“Tradewinds”), an affiliate of the Adviser which served as the sub-adviser to the Target Funds until August 1, 2016, and the transfer of a number of Tradewinds’ existing equity mandates to NWQ. In connection with the wind down of Tradewinds, the Adviser also recommended the appointment of NWQ as the sub-adviser to a closed-end fund previously sub-advised by Tradewinds and the merger of that closed-end fund with and into a wholly-owned subsidiary of the Acquiring Fund.

The Board believes the Reorganizations are in the best interests of each Target Fund and recommends that you vote “For” the proposed Reorganization of your Target Fund. The Board also recommends that you vote “For” the proposed sub-advisory agreement with NWQ with respect to your Target Fund.

The attached Joint Proxy Statement/Prospectus has been prepared to give you information about these Target Fund proposals.

All shareholders are cordially invited to attend the Joint Special Meeting. In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, whether or not you plan to attend the Joint Special Meeting. You may vote by mail, telephone or over the Internet.

 

   

To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States.

 

   

To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide.

 

   

To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.

 

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We appreciate your continued support and confidence in Nuveen and our family of funds.

Very truly yours,

Kevin J. McCarthy

Vice President and Secretary

 

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SEPTEMBER 23, 2016

NUVEEN TRADEWINDS GLOBAL ALL-CAP FUND

AND

NUVEEN TRADEWINDS VALUE OPPORTUNITIES FUND

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 8, 2016

To the Shareholders:

Notice is hereby given that a joint special meeting of shareholders of Nuveen Tradewinds Global All-Cap Fund, a series of Nuveen Investment Trust II, a Massachusetts business trust, and Nuveen Tradewinds Value Opportunities Fund, a series of Nuveen Investment Trust, a Massachusetts business trust, will be held at the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, on November 8, 2016 at 2:00 p.m., Central time (the “Joint Special Meeting”), for the purposes described below. The All-Cap Fund and the Value Fund are collectively referred to herein as the “Target Funds” and each separately as a “Target Fund.”

 

  1. (Each Target Fund) To approve an Agreement and Plan of Reorganization (and the related transactions) which provides for (i) the transfer of all the assets of the Target Fund to Nuveen NWQ Global Equity Income Fund (the “Acquiring Fund”) in exchange solely for shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution by the Target Fund of Class A, Class C, Class R3, and Class I shares of the Acquiring Fund to the holders of Class A, Class C, Class R3 and Class I shares, respectively, of the Target Fund in complete liquidation and termination of the Target Fund.

 

  2. (Each Target Fund) To approve an investment sub-advisory agreement between Nuveen Fund Advisors, LLC (“Nuveen” or the “Adviser”), investment adviser to each Target Fund, and NWQ Investment Management Company, LLC (“NWQ”), an affiliate of the Adviser, with respect to the Target Fund.

 

  3. (Each Target Fund) To transact such other business as may properly come before the Joint Special Meeting.

Only shareholders of record as of the close of business on August 12, 2016 are entitled to vote at the Joint Special Meeting or any adjournments or postponements thereof.

All shareholders are cordially invited to attend the Joint Special Meeting. In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, whether or not you plan to attend the Joint Special Meeting. You may vote by mail, telephone or over the Internet.

 

   

To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States.

 

   

To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide.

 

   

To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.

Kevin J. McCarthy

Vice President and Secretary

 

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JOINT PROXY STATEMENT/PROSPECTUS

DATED SEPTEMBER 23, 2016

Relating to the Acquisition of the Assets and Liabilities of

NUVEEN TRADEWINDS GLOBAL ALL-CAP FUND

and

NUVEEN TRADEWINDS VALUE OPPORTUNITIES FUND

by

NUVEEN NWQ GLOBAL EQUITY INCOME FUND

This Joint Proxy Statement/Prospectus is being furnished to shareholders of Nuveen Tradewinds Global All-Cap Fund (the “All-Cap Fund”), a series of Nuveen Investment Trust II, a Massachusetts business trust and an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and shareholders of Nuveen Tradewinds Value Opportunities Fund (the “Value Fund”), a series of Nuveen Investment Trust, a Massachusetts business trust and an open-end investment company registered under the 1940 Act, and relates to the joint special meeting of shareholders of the All-Cap Fund and the Value Fund to be held at the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, on November 8, 2016 at 2:00 p.m., Central time and at any and all adjournments and postponements thereof (the “Joint Special Meeting”). The All-Cap Fund and the Value Fund are collectively referred to herein as the “Target Funds” and individually as a “Target Fund.” This Joint Proxy Statement/Prospectus is provided in connection with the solicitation by the Board of Trustees of Nuveen Investment Trust and Nuveen Investment Trust II of proxies to be voted at the Joint Special Meeting. The Board of Trustees (the “Board” or the “Trustees”) of Nuveen Investment Trust and Nuveen Investment Trust II is comprised of the same individual board members. The purpose of the Joint Special Meeting is to allow the shareholders of the Target Funds to consider and vote on the following proposals with respect to their fund (each a “Proposal” and collectively, the “Proposals”):

 

Proposal No. 1.

   To approve the Agreement and Plan of Reorganization. An Agreement and Plan of Reorganization is being proposed with respect to each Target Fund by which the Target Fund will reorganize into Nuveen NWQ Global Equity Income Fund (the “Acquiring Fund”), a series of Nuveen Investment Trust.

Proposal No. 2.

   To approve a new sub-advisory agreement. A new sub-advisory agreement between Nuveen Fund Advisors, LLC and NWQ Investment Management Company, LLC is being proposed with respect to each Target Fund.

The proposed reorganizations of the Target Funds into the Acquiring Fund are referred to herein individually as a “Reorganization” and collectively as the “Reorganizations.” The Target Funds and the Acquiring Fund are collectively referred to herein as the “Funds” and individually as a “Fund.” Nuveen Investment Trust and Nuveen Investment Trust II may collectively be referred to herein as the “Trusts” and individually as a “Trust.”

If shareholders approve the Reorganization of their respective Target Fund and the Reorganization is completed, holders of Class A, Class C, Class R3 and Class I shares of the Target Fund will receive, in exchange for their shares, the same class of shares of the Acquiring Fund with the same total value as the total value of the Target Fund shares exchanged by such shareholders. The Board has determined that the Reorganization of each Target Fund is in the best interests of the Fund. The address, principal executive office and telephone number of the Funds and each Trust is 333 West Wacker Drive, Chicago, Illinois 60606, (800) 257-8787.


The closing of a Reorganization with respect to one Target Fund is not contingent upon the approval or closing of the Reorganization with respect to the other Target Fund.

The enclosed proxy and this Joint Proxy Statement/Prospectus are first being sent to shareholders of each Target Fund on or about September 28, 2016. Shareholders of record as of the close of business on August 12, 2016 are entitled to vote at the Joint Special Meeting.

 

 

The Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this Joint Proxy Statement/Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The Target Funds are using this Joint Proxy Statement/Prospectus for the Joint Special Meeting in light of the similar matters being considered and voted on by the shareholders.

 

 

This Joint Proxy Statement/Prospectus concisely sets forth the information shareholders of the Target Funds should know before voting on the Reorganizations (in effect, investing in Class A, Class C, Class R3 and Class I shares of the Acquiring Fund, as applicable) and constitutes an offering of Class A, Class C, Class R3 and Class I shares of beneficial interest, par value $0.01 per share, of the Acquiring Fund. Please read it carefully and retain it for future reference.

The following documents have been filed with the Securities and Exchange Commission (“SEC”) and are incorporated into this Joint Proxy Statement/Prospectus by reference and also accompany this Joint Proxy Statement/Prospectus:

 

  (i) the Acquiring Fund’s Prospectus, dated July 8, 2016, as supplemented through the date of this Joint Proxy Statement/Prospectus, only insofar as it relates to the Acquiring Fund (File Nos. 333-03715 and 811-07619); and

The following documents contain additional information about the Funds, and the Nuveen Global Equity Income Fund as it relates to certain pro forma information, and have been filed with the SEC and are incorporated into this Joint Proxy Statement/Prospectus by reference:

 

  (i) the Statement of Additional Information relating to the Reorganizations, dated September 23, 2016 (the “Reorganization SAI”);

 

  (ii) the All-Cap Fund’s prospectus dated November 30, 2015, as supplemented through the date of this Joint Proxy Statement/Prospectus, only insofar as it relates to the All-Cap Fund (File Nos. 333-33607 and 811-08333);

 

  (iii) the Value Fund’s prospectus dated October 30, 2015, as supplemented through the date of this Joint Proxy Statement/Prospectus, only insofar as it relates to the Value Fund (File Nos. 333-03715 and 811-07619);

 

  (iv) the audited financial statements contained in the All-Cap Fund’s Annual Report, only insofar as they relate to the All-Cap Fund, for the fiscal year ended July 31, 2015 (File No. 811-08333);

 

ii


  (v) the unaudited financial statements contained in the All-Cap Fund’s Semi-Annual Report, only insofar as they relate to the All-Cap Fund, for the six-month period ended January 31, 2016 (File No. 811-08333);

 

  (vi) the audited financial statements contained in the Acquiring Fund and Value Fund’s Annual Report, only insofar as they relate to the Acquiring Fund and the Value Fund, for the fiscal year ended June 30, 2016 (File No. 811-07619);

 

  (vii) the audited financial statements contained in the Nuveen Global Equity Income Fund’s Annual Report, only insofar as they relate to the Nuveen Global Equity Income Fund, for the fiscal year ended December 31, 2015 (File No. 811-21903);

 

  (viii) the unaudited financial statements contained in the Nuveen Global Equity Income Fund’s Semi-Annual Report, only insofar as they relate to the Nuveen Global Equity Income Fund, for the six-month period ended June 30, 2016 (File No. 811-21903);

 

  (ix) the All-Cap Fund’s statement of additional information dated November 30, 2015, as supplemented through the date of this Joint Proxy Statement/Prospectus, only insofar as it relates to the All-Cap Fund (File Nos. 333-33607 and 811-08333);

 

  (x) the Value Fund’s statement of additional information dated October 30, 2015, as supplemented through the date of this Joint Proxy Statement/Prospectus, only insofar as it relates to the Value Fund (File Nos. 333-03715 and 811-07619); and

 

  (xi) the Acquiring Fund’s statement of additional information dated October 30, 2015, as supplemented through the date of this Joint Proxy Statement/Prospectus, only insofar as it relates to the Acquiring Fund (File Nos. 333-03715 and 811-07619);

No other parts of the Funds’ Annual or Semi-Annual Reports are incorporated by reference herein.

Copies of the foregoing may be obtained without charge by calling or writing the Funds at the telephone number or address shown above. If you wish to request the Reorganization SAI, please ask for the “All-Cap and Value Fund Reorganization SAI.” In addition, the Acquiring Fund will furnish, without charge, a copy of its most recent annual report and subsequent semi-annual report to a shareholder upon request. Any such request should be directed to the Acquiring Fund by calling (800) 257-8787 or by writing the Acquiring Fund at 333 West Wacker Drive, Chicago, Illinois 60606.

The Trusts are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act, and in accordance therewith file reports and other information with the SEC. Reports, proxy statements, registration statements and other information filed by the Trusts (including the Registration Statement relating to the Acquiring Fund on Form N-14 of which this Joint Proxy Statement/Prospectus is a part) may be inspected without charge and copied (for a duplication fee at prescribed rates) at the SEC’s Public Reference Room at

 

iii


100 F Street, N.E., Washington, D.C. 20549 or at the SEC’s Northeast Regional Office (3 World Financial Center, New York, New York 10281) or Midwest Regional Office (175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604). You may call the SEC at (202) 551-8090 for information about the operation of the Public Reference Room. You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. You may also access reports and other information about the Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.

TABLE OF CONTENTS

 

     Page  

Proposal No. 1—Reorganization of Each Target Fund Into the Acquiring Fund

     1   
   Summary      1   
      Background      1   
      The Reorganizations      3   
      Distribution, Purchase, Redemption, Exchange of Shares and Dividends      4   
      Material Federal Income Tax Consequences of the Reorganizations      4   
   Risk Factors      5   
   Comparison of the Funds      8   
      Investment Objectives      8   
      Principal Investment Strategies      9   
      Fees and Expenses      13   
      Examples      16   
      Performance Information      19   
      Portfolio Turnover      22   
      Fundamental Investment Restrictions      22   
      Investment Adviser and Sub-Adviser      23   
      Advisory and Other Fees      24   
      Board Members and Officers      26   
      Distribution, Purchase, Redemption, Exchange of Shares and Dividends      27   
      Tax Information      28   
      Payments to Broker-Dealers and Other Financial Intermediaries      28   
      Further Information      28   
   Reasons for the Proposed Reorganizations      28   
   The Proposed Reorganizations      33   
      Description of Securities to be Issued      34   
      Continuation of Shareholder Accounts and Plans; Change in Exchange Privileges; Share Certificates      35   
      Service Providers      35   
      Material Federal Income Tax Consequences      35   
      Reorganization Expenses      38   
      Overview of Massachusetts Business Trusts      39   
   Capitalization      42   
   Legal Matters      46   
   Information Filed with the Securities and Exchange Commission      47   

 

iv


     Page  

Proposal No. 2—Approval of New Sub-Advisory Agreements

     48   
   Background      48   
   Comparison of Former Sub-Advisory Agreements and New Sub-Advisory Agreements      49   

Board Considerations

     53   
   The Approval Process      53   

Other Information

     58   
   Shareholders of the Funds      58   
   Shareholder Proposals      65   
   Shareholder Communications      65   
   Joint Proxy Statement/Prospectus Delivery      65   

Voting Information and Requirements

     66   
   Shareholder Approval of the Reorganizations      66   
   Shareholder Approval of the New Sub-Advisory Agreements      66   
   Voting by Proxy      66   
   Quorum and Other Voting Requirements      66   

Appendix A

   Form of Agreement and Plan of Reorganization      A-1   

Appendix B

   Form of New Sub-Advisory Agreement      B-1   

 

v


PROPOSAL NO. 1—REORGANIZATION OF EACH TARGET FUND INTO THE ACQUIRING FUND

Summary

The following is a summary of, and is qualified by reference to, the more complete information contained in this Joint Proxy Statement/Prospectus and the information attached hereto or incorporated herein by reference, including the form of Agreement and Plan of Reorganization. As discussed more fully below and elsewhere in this Joint Proxy Statement/Prospectus, the Board believes the proposed Reorganizations are in the best interests of each Fund and that the interests of each Fund’s existing shareholders would not be diluted as a result of the Reorganization. If shareholders of a Target Fund approve the Reorganization for their Fund and it is completed, such Target Fund shareholders will become shareholders of the Acquiring Fund and will cease to be shareholders of such Target Fund.

Shareholders should read the entire Joint Proxy Statement/Prospectus carefully together with the Acquiring Fund’s Prospectus that accompanies this Joint Proxy Statement/Prospectus, which is incorporated herein by reference. See the section entitled “Comparison of the Funds” below for a comparisons of investment policies, fees and expenses, and other matters. This Joint Proxy Statement/Prospectus constitutes an offering of Class A, Class C, Class R3 and Class I shares of the Acquiring Fund.

Background

Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors” or the “Adviser”) serves as the investment adviser to each of the Funds. Tradewinds Global Investors, LLC (“Tradewinds”), an affiliate of the Adviser, served as the sub-adviser to each of the Target Funds prior to August 1, 2016, and NWQ Investment Management Company, LLC (“NWQ”), also an affiliate of the Adviser, currently serves as the sub-adviser to each Target Fund since August 1, 2016 pursuant to interim sub-advisory agreements. NWQ also has served as sub-adviser to the Acquiring Fund since the inception of the Fund. As part of an internal reorganization, the Adviser intends to wind down the operations of Tradewinds and has transferred a number of Tradewinds’ existing equity mandates to NWQ. With respect to the Target Funds, the Adviser recommended the following courses of action (collectively, the “Target Fund Proposals”): (1) the termination of Tradewinds as the sub-adviser to the Target Funds, which became effective August 1, 2016, (2) the appointment of NWQ as the sub-adviser to each Target Fund, which became effective August 1, 2016, pursuant to interim sub-advisory agreements, (3) the long-term appointment of NWQ as the sub-adviser to each Target Fund, (4) the proposed reorganization of each Target Fund into the Acquiring Fund (each, a “Reorganization” and collectively, the “Reorganizations”), and (5) a modification to the Value Fund’s investment strategy to remove the limitation on investments in non-U.S. equity securities, contingent upon shareholder approval of the Value Fund’s Reorganization into the Acquiring Fund. In connection with the wind down of Tradewinds, the Adviser also recommended the appointment of NWQ as the sub-adviser to Nuveen Global Equity Income Fund, a closed-end fund, sub-advised by Tradewinds prior to August 1, 2016 and the merger of that closed-end fund with and into a wholly-owned subsidiary of the Acquiring Fund (the “Merger”) (collectively, with the Target Fund Proposals, the “Restructuring Proposals”). No Reorganization is contingent on the other Reorganization or the Merger. The Board of Trustees (the “Board” or the “Trustees”) of Nuveen Investment Trust and Nuveen Investment Trust II is comprised of the same individual board members. The Board received information regarding the Restructuring Proposals over the course of several meetings and, at an in-person meeting held on May 24-26, 2016, the Board approved the Restructuring Proposals. Accordingly, NWQ assumed management of each Target Fund as of August 1, 2016 pursuant to an interim investment sub-advisory agreement as permitted by Rule 15a-4 under the Investment Company Act of 1940, as amended (the “1940 Act”).


The Merger, if approved by shareholders of the Nuveen Global Equity Income Fund at the annual meeting of shareholders and subsequently consummated, will result in shares of Nuveen Global Equity Income Fund being converted into newly issued Class A shares of the Acquiring Fund. The Board of Trustees of Nuveen Global Equity Income Fund and the Acquiring Fund is comprised of the same individuals. The Board unanimously approved the Merger at an in-person meeting held on May 24-26, 2016.

NWQ serves as the sub-adviser to the Target Funds pursuant to separate interim sub-advisory agreements with respect to each Target Fund as of August 1, 2016, as permitted by Rule 15a-4 under the 1940 Act. Following the Reorganizations, the Acquiring Fund will continue to be advised by the Adviser and sub-advised by NWQ, and the Acquiring Fund’s current portfolio managers will continue as portfolio managers of the combined fund after the Reorganizations.

With respect to the All-Cap Fund, in connection with the transition to NWQ it is estimated that approximately 81.55% (or $63,122,304) of the Fund’s investment portfolio as of July 31, 2016 will be sold. Such portfolio repositioning commenced August 1, 2016 in connection with the appointment of NWQ as sub-adviser and is not contingent on shareholder approval or completion of the Fund’s Reorganization. It is estimated that portfolio repositioning in connection with the transition to NWQ would have resulted in brokerage commissions or other transaction costs of approximately $143,924 for the All-Cap Fund, based on average commission rates charged by transition managers, if such sales occurred on August 1, 2016. These transaction costs represent expenses of the All-Cap Fund that are not subject to the Fund’s expense cap and will be borne by the Fund and indirectly borne by the Fund’s shareholders. Capital gains from such portfolio sales, if any, are not expected to result in increased distributions of net capital gain or net investment income due to the All-Cap Fund’s available capital loss carryforwards.

With respect to the Value Fund, in connection with the transition to NWQ it is estimated that approximately 75.6% (or $192,206,368) of the Fund’s investment portfolio as of July 31, 2016 will be sold. Such portfolio repositioning commenced August 1, 2016 in connection with the appointment of NWQ as sub-adviser and is not contingent on shareholder approval or completion of the Fund’s Reorganization. If shareholders of the Value Fund approve the Reorganization, the Board has approved the elimination of the Fund’s policy of investing no more than 35% of the Fund’s net assets in non-U.S. securities. Following that change, the Target Fund expects to increase its allocation to non-U.S. securities by approximately 5-7% from cash and sales of securities constituting approximately 1.1% of the Fund’s portfolio as of July 31, 2016. It is estimated that portfolio repositioning in connection with the transition to NWQ and the investment policy change would have resulted in brokerage commissions or other transaction costs of approximately $304,784 for the Value Fund, based on average commission rates charged by transition managers, if such sales occurred on August 1, 2016. These transaction costs represent expenses of the Value Fund that are not subject to the Fund’s expense cap and will be borne by the Fund and indirectly borne by the Fund’s shareholders. Capital gains from such portfolio sales in connection with the transition to NWQ and the elimination of the Value Fund’s investment limitation in non-U.S. securities may result in increased distributions of net capital gain and net investment income. If such sales occurred as of August 1, 2016, the sales would have resulted in increased distributions of net capital gain or net investment income of approximately $1.1013 per share.

Taking into account the repositioning of the Target Funds, the Acquiring Fund is not expected to sell a material portion (less than 5% of net assets) of a Target Fund’s assets received in the Reorganizations in order to meet its investment policies and restrictions.

 

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The Reorganizations

This Joint Proxy Statement/Prospectus is being furnished to shareholders of the Target Funds in connection with the proposed combination of each Target Fund into the Acquiring Fund pursuant to the terms and conditions of separate Agreements and Plans of Reorganization entered into (i) by Nuveen Investment Trust II, on behalf of the All-Cap Fund, Nuveen Investment Trust, on behalf of the Acquiring Fund, and the Adviser, and (ii) by Nuveen Investment Trust, on behalf of the Value Fund and the Acquiring Fund, and the Adviser (each, an “Agreement” and collectively, the “Agreements”).

Each Agreement provides for (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for Class A, Class C, Class R3 and Class I shares of beneficial interest, par value $0.01 per share, of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution by the Target Fund of Class A, Class C, Class R3 and Class I shares of the Acquiring Fund to the holders of Class A, Class C, Class R3 and Class I shares, respectively, of the Target Fund in complete liquidation and termination of the Target Fund.

If shareholders of a Target Fund approve the Reorganization for their Fund and it is completed, such Target Fund shareholders will become shareholders of the Acquiring Fund. The closing of the Reorganization with respect to one Target Fund is not contingent upon the closing of the Reorganization with respect to the other Target Fund. The Board has determined that the Reorganization with respect to each Target Fund is in the best interests of the Fund and that the interests of existing Fund shareholders will not be diluted as a result of the Reorganization. The Board unanimously approved the Reorganizations and the Agreements at a meeting held on May 24-26, 2016. The Board recommends a vote “FOR” each Reorganization.

If shareholders approve the Reorganization for their Target Fund and it is completed, the Reorganization is expected to result in cost savings for the Target Fund. Nuveen Fund Advisors estimates that the cost savings during the first year following the Reorganizations will be approximately $80,000 for the All-Cap Fund and approximately $110,000 for the Value Fund. The costs of both Reorganizations are estimated to be approximately $340,000. The costs of the Reorganizations will be allocated between the Target Funds ratably based on each Target Fund’s portion of the projected total cost savings during the first year following the Reorganizations. The cost allocated to and borne by each Target Fund will be capped at the Fund’s projected cost savings from the Reorganizations, if any, during the first year following the Reorganizations and will also be subject to the Fund’s annual operating expense limitation agreed to by the Adviser. The Adviser or an affiliate will pay the remaining costs of the Reorganizations beyond the amount allocated to the Target Funds. As a result, the All-Cap Fund is expected to be allocated approximately $80,000 of Reorganization costs, the Value Fund is expected to be allocated approximately $110,000 of Reorganization costs and the Adviser is expected to be allocated approximately $150,000 for expenses related to the Reorganizations. The Acquiring Fund is not estimated to experience any cost savings in the first year following the Reorganizations due to the Reorganizations and therefore is not expected to be allocated any costs associated with the Reorganizations. Amounts charged to each Fund will be allocated among the Fund’s share classes based on the relative net assets of the share classes. Each Target Fund is expected to recover its allocated cost of the Reorganizations within the first year following the Reorganizations, assuming that annual cost savings occur at the levels shown above. If a Reorganization is not approved or not completed with respect to a Target Fund, the Adviser or an affiliate will also pay all expenses associated with the Reorganization that would have been allocated to that Target Fund. Based on

 

3


current expense levels, it is anticipated that the Target Funds’ expenses will exceed their expense caps and the Adviser or an affiliate will reimburse all of the Reorganization expenses charged to the Funds.

The Board is asking shareholders of each Target Fund to approve their Fund’s Reorganization at the Joint Special Meeting to be held on November 8, 2016. With respect to each Target Fund, approval of the Reorganization requires the affirmative vote of the holders of a majority of the total number of the Fund’s shares outstanding and entitled to vote. See “Voting Information and Requirements” below.

If shareholders of a Target Fund approve the Reorganization for their Fund, it is expected that such Reorganization will occur at the close of business on November 18, 2016 (the “Closing Date”), but it may be at a different time as described herein. If a Reorganization is not approved, the Board will take such action as it deems to be in the best interests of the applicable Target Fund, including continuing to operate the Fund as a stand alone Fund, liquidating the Fund, or other options the Board may consider. The Closing Date may be delayed and a Reorganization may be abandoned at any time by the mutual agreement of the parties. In addition, any Fund may at its option terminate its Agreement at or before the Closing Date due to (i) a breach by the other Fund of any representation, warranty, or agreement contained in the Agreement to be performed at or before the Closing Date, if not cured within 30 days, (ii) a condition precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met, or (iii) a determination by the Board that the consummation of the transactions contemplated by the Agreement is not in the best interests of the Fund.

Distribution, Purchase, Redemption, Exchange of Shares and Dividends

The Funds have substantially similar procedures for making distributions and for purchasing, redeeming and exchanging shares. Each Fund offers the same four classes of shares: Class A, Class C, Class R3 and Class I. The corresponding share classes of each Fund have the same investment eligibility criteria and fee structures. Class R3 shares are only available through certain retirement plans. The Target Funds normally declare and pay income dividends and any taxable gains annually, while the Acquiring Fund normally pays income dividends quarterly and any taxable gains annually. See “Comparison of the Funds—Distribution, Purchase, Redemption, Exchange of Shares and Dividends” below for a more detailed discussion.

Material Federal Income Tax Consequences of the Reorganizations

As a condition to closing each Reorganization, the Target Fund and Acquiring Fund will receive an opinion from Vedder Price P.C., subject to certain representations, assumptions and conditions, substantially to the effect that the Reorganization will qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, with respect to each Reorganization it is expected that no Fund will recognize any gain or loss for federal income tax purposes as a direct result of its Reorganization. Prior to the Closing Date, the Target Fund will declare a distribution of all of its net investment income and net capital gains, if any. All or a portion of such a distribution may be taxable to the Target Fund’s shareholders for federal income tax purposes.

NWQ was appointed as the Target Funds’ new sub-adviser effective as of August 1, 2016 pursuant to interim sub-advisory agreements. With respect to the All-Cap Fund, in connection with the transition to NWQ it is estimated that approximately 81.55% of the Fund’s investment portfolio as of July 31, 2016 will be sold. Such portfolio repositioning commenced August 1, 2016 in connection with the appointment of NWQ as sub-adviser and is not contingent on shareholder approval or completion of the Fund’s Reorganization. It is estimated that portfolio repositioning in connection with the

 

4


transition to NWQ would have resulted in brokerage commissions or other transaction costs of approximately $143,924 for the All-Cap Fund, based on average commission rates charged by transition managers, if such sales occurred on August 1, 2016. These transaction costs represent expenses of the All-Cap Fund that are not subject to the Fund’s expense cap and will be borne by the Fund and indirectly borne by the Fund’s shareholders. Capital gains from such portfolio sales are not expected to result in increased distributions of net capital gain or net investment income due to the All-Cap Fund’s available capital loss carryforwards.

With respect to the Value Fund, in connection with the transition to NWQ it is estimated that approximately 75.6% of the Fund’s investment portfolio as of July 31, 2016 will be sold. Such portfolio repositioning commenced August 1, 2016 in connection with the appointment of NWQ as sub-adviser and is not contingent on shareholder approval or completion of the Fund’s Reorganization. If shareholders of the Value Fund approve the Reorganization, the Board has approved the elimination of the Fund’s policy of investing no more than 35% of the Fund’s net assets in non-U.S. securities. Following that change, the Target Fund expects to increase its allocation to non-U.S. securities by approximately 5-7% from cash and sales of securities constituting approximately 1.1% of the Fund’s portfolio as of July 31, 2016. It is estimated that portfolio repositioning in connection with the transition to NWQ and the investment policy change would have resulted in brokerage commissions or other transaction costs of approximately $304,784 for the Value Fund which, based on average commission rates charged by transition managers, if such sales occurred on August 1, 2016. These transaction costs represent expenses of the Value Fund that are not subject to the Fund’s expense cap and will be borne by the Fund and indirectly borne by the Fund’s shareholders. Capital gains from such portfolio sales in connection with the transition to NWQ and the elimination of the Value Fund’s investment limitation in non-U.S. securities may result in increased distributions of net capital gain and net investment income. If such sales occurred as of August 1, 2016, the sales would have resulted in increased distributions of net capital gain or net investment income of approximately $1.1013 per share.

Taking into account the repositioning of the Target Funds, the Acquiring Fund is not expected to sell a material portion (less than 5% of net assets) of a Target Fund’s assets received in the Reorganizations in order to meet its investment policies and restrictions.

For a more detailed discussion of the federal income tax consequences of the Reorganizations, please see “The Proposed Reorganizations—Material Federal Income Tax Consequences” below.

Risk Factors

In evaluating the Reorganization for your Fund, you should consider carefully the risks of the Acquiring Fund to which you will be subject if the Reorganization is approved and completed. Investing in a mutual fund 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. Because of these and other risks, you should consider an investment in the Acquiring Fund to be a long-term investment. An investment in the Acquiring Fund may not be appropriate for all shareholders. For a complete description of the risks of an investment in the Acquiring Fund, see the section in the Acquiring Fund’s Prospectus entitled “Principal Risks.”

Because the Funds have similar investment objectives and principal investment strategies, the principal risks of investing in each Fund are similar. However, the Acquiring Fund is subject to certain additional risks related to investment strategies, such as investment in debt securities and derivatives (e.g., Income Risk, Interest Rate Risk, High Yield Securities Risk, and Derivatives Risk), which are

 

5


not a part of the Target Funds’ respective principal investment strategies. The following table provides a comparison of the types of investment risks associated with an investment in each Fund. A description of these principal investment risks is also provided below.

 

Principal Investment Risks

 

All-Cap Fund
(Target Fund)

   

Value Fund
(Target Fund)

 

Acquiring Fund

Bond Market Liquidity Risk

      X

Call Risk

      X

Convertible Security Risk

      X

Covered Call Risk

      X

Credit Risk

      X

Credit Spread Risk

      X

Currency Risk

    X      X   X

Cybersecurity Risk

    X      X   X

Derivatives Risk

      X

Equity Security Risk

    X      X   X

High Yield Securities Risk

      X

Income Risk

      X

Interest Rate Risk

      X

Non-U.S./Emerging Markets Risk

    X      X   X

Preferred Security Risk

      X

Smaller Company Risk

    X      X   X

Valuation Risk

      X

Value Stock Risk

    X   X

Bond Market Liquidity Risk—Dealer inventories of bonds, which provide an indication of the ability of financial intermediaries to “make markets” in those bonds, are at or near historic lows in relation to market size. This reduction in market making capacity has the potential to decrease liquidity and increase price volatility in the fixed income markets in which the Fund invests, particularly during periods of economic or market stress. As a result of this decreased liquidity, the Fund may have to accept a lower price to sell a security, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative effect on performance. If the Fund needed to sell large blocks of bonds to meet shareholder redemption requests or to raise cash, those sales could further reduce the bonds’ prices.

Call Risk—If an issuer calls higher-yielding debt instruments held by the Fund, performance could be adversely impacted.

Convertible Security Risk—The value of the Fund’s convertible securities may decline in response to such factors as rising interest rates and fluctuations in the market price of the common stock underlying the convertible securities.

 

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Covered Call Risk—Covered call risk is the risk that the Fund, as a writer of covered call options, will forgo during an option’s life the opportunity to profit from increases in the market value of the security covering the call option.

Credit Risk—Credit risk is the risk that an issuer of a debt security may be unable or unwilling to make interest and principal payments when due and the related risk that the value of a debt security may decline because of concerns about the issuer’s ability or willingness to make such payments.

Credit Spread Risk—Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market believes that bonds generally have a greater risk of default. Increasing credit spreads may reduce the market values of the Fund’s debt securities. Credit spreads often increase more for lower rated and unrated securities than for investment grade securities. In addition, when credit spreads increase, reductions in market value will generally be greater for longer-maturity securities.

Currency Risk—Changes in currency exchange rates will affect the value of non-U.S. dollar denominated securities, the value of dividends and interest earned from such securities, gains and losses realized on the sale of such securities, and derivative transactions tied to such securities. A strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s portfolio.

Cybersecurity Risk—Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Derivatives Risk—The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivative instruments can be used to acquire or to transfer the risk and returns of a security or other asset without buying or selling the security or asset. These instruments may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives can result in losses that greatly exceed the original investment. Derivatives can be highly volatile, illiquid and difficult to value. An over-the-counter derivative transaction between the Fund and a counterparty that is not cleared through a central counterparty also involves the risk that a loss may be sustained as a result of the failure of the counterparty to the contract to make required payments. The payment obligation for a cleared derivative transaction is guaranteed by a central counterparty, which exposes the Fund to the creditworthiness of the central counterparty.

Equity Security Risk—Equity securities may decline significantly in price over short or extended periods of time, and such declines may occur because of declines in the equity market as a whole, or because of declines in only a particular country, company, industry, or sector of the market.

High Yield Securities Risk—High yield securities, which are rated below investment grade and commonly referred to as “junk” bonds, are high risk investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid and have more volatile prices than investment grade securities.

Income Risk—The Fund’s income could decline during periods of falling interest rates or when the Fund experiences defaults on debt securities it holds.

 

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Interest Rate Risk—Interest rate risk is the risk that the value of the Fund’s portfolio will decline because of rising interest rates. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities.

Non-U.S./Emerging Markets Risk—Non-U.S. issuers or U.S. issuers with significant non-U.S. operations may be subject to risks in addition to those of issuers located in or that principally operate in the United States as a result of, among other things, political, social and economic developments abroad and different legal, regulatory and tax environments. These additional risks may be heightened for securities of issuers located in, or with significant operations in, emerging market countries.

Preferred Security Risk—Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure and therefore will be subject to greater credit risk than those debt instruments. In addition, preferred securities are subject to other risks, such as having no or limited voting rights, being subject to special redemption rights, having distributions deferred or skipped, having limited liquidity, changing tax treatments and possibly being in heavily regulated industries.

Smaller Company Risk—Small-cap stocks involve substantial risk. Prices of small-cap stocks may be subject to more abrupt or erratic movements, and to wider fluctuations, than stock prices of larger, more established companies or the market averages in general. It may be difficult to sell small-cap stocks at the desired time and price. While mid-cap stocks may be slightly less volatile than small-cap stocks, they still involve similar risks.

Valuation Risk—The debt securities in which the Fund invests typically are valued by a pricing service utilizing a range of market-based inputs and assumptions, including readily available market quotations obtained from broker-dealers making markets in such instruments, cash flows and transactions for comparable instruments. There is no assurance that the Fund will be able to sell a portfolio security at the price established by the pricing service, which could result in a loss to the Fund. Pricing services generally price debt securities assuming orderly transactions of an institutional “round lot” size, but some trades may occur in smaller, “odd lot” sizes, often at lower prices than institutional round lot trades. Different pricing services may incorporate different assumptions and inputs into their valuation methodologies, potentially resulting in different values for the same securities. As a result, if the Fund were to change pricing services, or if the Fund’s pricing service were to change its valuation methodology, there could be a material impact, either positive or negative, on the Fund’s net asset value.

Value Stock Risk—The intrinsic value of a stock with value characteristics may not be fully recognized by the market for a long time or a stock judged to be undervalued may actually be appropriately priced at a low level.

Comparison of the Funds

Investment Objectives

The investment objective of each Target Fund is long-term capital appreciation. The investment objective of the Acquiring Fund is to provide high current income and long-term capital appreciation. The

 

8


investment objective of each Fund is a “fundamental” investment policy and cannot be changed without approval by holders of a “majority of the Fund’s outstanding voting securities” as defined in the 1940 Act. As defined in the 1940 Act, this phrase means the vote of (1) 67% or more of the voting securities present at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (2) more than 50% of the outstanding voting securities, whichever is less.

Principal Investment Strategies

The Funds have similar principal investment strategies in that each Fund invests primarily in a diversified portfolio of equity securities across all market capitalizations; however there are differences. In particular, the Acquiring Fund and the All-Cap Fund are global funds which invest at least 40% of their assets in non-U.S. securities. The Value Fund may not invest more than 35% of its assets in non-U.S. securities. The table below summarizes each Fund’s principal investment strategies and highlights relevant differences.

 

All-Cap Fund (Target Fund)

  

Value Fund (Target Fund)

  

Acquiring Fund

  

Differences

Principal Strategy:

 

Under normal market conditions, the Fund invests at least 80% of its net assets in equity securities.

  

Principal Strategy:

 

Under normal market conditions, the Fund invests primarily in equity securities.

  

Principal Strategy:

 

The Acquiring Fund will generally focus its investments on income producing securities. Under normal market conditions, the Acquiring Fund will invest at least 80% of the sum of its net assets and the amount of borrowings for investment purposes in equity securities, including common stock and preferred securities, certain debt securities convertible into common stock or preferred securities, and other securities with equity characteristics.

  

 

The Acquiring Fund focuses its investments on income producing securities whereas the Target Funds do not.

 

9


All-Cap Fund (Target Fund)

  

Value Fund (Target Fund)

  

Acquiring Fund

  

Differences

Debt Securities:

 

The All-Cap Fund does not invest in debt securities as a principal investment strategy.

  

Debt Securities:

 

The Value Fund does not invest in debt securities as a principal investment strategy.

  

Debt Securities:

 

Up to 20% of the Acquiring Fund’s net assets may be invested in debt securities, including corporate debt securities and U.S. government and agency debt securities. The Acquiring Fund may invest up to 10% of its net assets in below-investment-grade debt securities, commonly referred to as “high yield” securities or “junk” bonds.

  

 

The Acquiring Fund may invest in debt securities to a greater extent than the Target Funds which could cause the Acquiring Fund to have greater exposure to risks associated with the debt securities held. Such risks could include Bond Market Liquidity Risk, Call Risk, Credit Risk, Credit Spread Risk, High Yield Securities Risk, Income Risk and Interest Rate Risk.

Market Capitalization:

 

Under normal market conditions, the All-Cap Fund will invest in equity securities with varying market capitalizations.

  

Market Capitalization:

 

Under normal market conditions, the Value Fund invests primarily in equity securities of companies with varying market capitalizations, which may include small-, mid- and large-capitalization companies.

  

Market Capitalization:

 

The Acquiring Fund may invest in securities of any market capitalization, including small- and mid-capitalization companies.

  

 

No Differences.

 

10


All-Cap Fund (Target Fund)

  

Value Fund (Target Fund)

  

Acquiring Fund

  

Differences

Foreign Securities:

 

The All-Cap Fund invests at least 40%, and may invest up to 75%, of its net assets in non-U.S. equity securities.

  

Foreign Securities:

 

The Value Fund may invest up to 35% of its net assets in non-U.S. equity securities.

  

Foreign Securities:

 

The Acquiring Fund may invest in securities of issuers located anywhere in the world. Under normal market conditions, the Acquiring Fund will invest at least 40% of its net assets in non-U.S. securities.

  

 

Both the Acquiring Fund and the All-Cap Fund are “global” funds and must invest at least 40% of their respective net assets in non-U.S. securities. The All-Cap Fund has a maximum exposure to non-U.S. investments, whereas the Acquiring Fund does not have a limit.

 

The Value Fund is not a “global” fund and may not invest more than 35% of its net assets in non-U.S. securities.

Emerging Markets:

 

The All-Cap Fund may invest up to 25% of its net assets in equity securities of companies located in emerging market countries.

  

Emerging Markets:

 

The Value Fund may invest up to 15% of its net assets in equity securities of companies located in emerging market countries.

  

Emerging Markets:

 

The Acquiring Fund may invest up to 20% of its net assets in companies located in emerging markets.

  

 

The Acquiring Fund’s limitation on investments in Emerging Market securities is slightly lower than that of the All-Cap Fund and slightly higher than that of the Value Fund.

Global Strategy:

 

The All-Cap Fund invests in equity securities of companies located in at least three different countries, which may include the United States. No more than 35% of the Fund’s net assets may be invested in equity securities of companies located in a single non-U.S. country.

  

Global Strategy:

 

The Value Fund is not a global fund and has no stated global investment strategy.

  

Global Strategy:

 

Under normal market conditions, the Acquiring Fund will invest in securities of companies representing at least three different countries (one of which may be the United States).

  

 

Both the Acquiring Fund and the All-Cap Fund have a strategy of investing in at least three different countries (which may include the United States), whereas the Value Fund has no such global investment strategy.

 

11


All-Cap Fund (Target Fund)

  

Value Fund (Target Fund)

  

Acquiring Fund

  

Differences

Options Strategy:

 

The All-Cap Fund does not utilize options as a principal investment strategy, but it is permitted to utilize options.

  

Options Strategy:

 

The Value Fund does not utilize options as a principal investment strategy, but it is permitted to utilize options.

  

Options Strategy:

 

The Acquiring Fund may write covered call options as a principal investment strategy in order to generate additional income.

  

 

The Acquiring Fund is permitted to utilize options to a greater extent than the Target Funds which could cause the Acquiring Fund to have greater exposure to risks associated with the options utilized. Such risks could include Covered Call Risk and Derivatives Risk.

Derivatives:

 

The All-Cap Fund does not utilize derivatives as a principal investment strategy, but it is permitted to utilize derivatives.

  

Derivatives:

 

The Value Fund does not utilize derivatives as a principal investment strategy, but it is permitted to utilize derivatives.

  

Derivatives:

 

The Acquiring Fund may utilize derivatives as a principal investment strategy, including currency options, currency futures and options on such futures, and currency forwards. The Acquiring Fund may use these derivatives to manage market or business risk, enhance the Acquiring Fund’s return, or hedge against adverse movements in currency rates.

  

 

The Acquiring Fund is permitted to utilize derivatives to a greater extent than the Target Funds which could cause the Acquiring Fund to have greater exposure to risks associated with the derivatives utilized. Such risks could include Covered Call Risk and Derivatives Risk.

Industry Concentration:

 

The All-Cap Fund may not invest more than 25% of its total assets in issuers of a single industry.

  

Industry Concentration:

 

The Value Fund may not invest more than 25% of its total assets in issuers of a single industry.

  

Industry Concentration:

 

The Acquiring Fund may not invest more than 25% of its total assets in issuers of a single industry.

  

 

No Differences.

 

12


All-Cap Fund (Target Fund)

  

Value Fund (Target Fund)

  

Acquiring Fund

  

Differences

Diversification:

 

The All-Cap Fund is a diversified company under the 1940 Act.

  

Diversification:

 

The Value Fund is a diversified company under the 1940 Act.

  

Diversification:

 

The Acquiring Fund is a diversified company under the 1940 Act.

  

 

No Differences.

Additional Information Regarding Principal Investment Strategies. In managing the Funds, NWQ adheres to value-driven investment strategies. NWQ employs a rigorous, bottom-up research-focused investment process that seeks to identify undervalued companies with positive risk/reward characteristics it believes will be present over an extended time, regardless of interim fluctuations. NWQ may choose to sell securities or reduce positions if it feels that a company no longer possesses favorable risk/reward characteristics, attractive valuations or a catalyst, or if a company suspends or is projected to suspend its dividend or interest payments.

In evaluating the Reorganization of their Target Fund, shareholders should consider the risks of investing in the Acquiring Fund. The principal risks of investing in the Acquiring Fund are described in the section above entitled “Risk Factors.”

Fees and Expenses

The tables below provide information about the fees and expenses attributable to each class of shares of the Funds and the pro forma fees and expenses of the combined Fund under the following four scenarios (i) assuming only the Reorganization of the All-Cap Fund into the Acquiring Fund occurred, (ii) assuming only the Reorganization of the Value Fund into the Acquiring Fund occurred, (iii) assuming both Reorganizations occurred, and (iv) assuming both Reorganizations and the Merger occurred. Because each Reorganization is not contingent upon the other Reorganization or the Merger, one Reorganization may occur regardless of whether the other Reorganization or the Merger is approved or completed. There is no assurance that either Reorganization or the Merger will be consummated. Shareholder fees reflect the fees currently in effect for each Fund. Annual Fund Operating Expenses reflect the expenses of the All-Cap Fund for its fiscal year ended July 31, 2015, and reflect the expenses of the Value Fund and Acquiring Fund for their fiscal years ended June 30, 2016, in each case restated to reflect the management fees and expense limitations effective June 1, 2016. The pro forma fees and expenses of the combined Fund resulting from the four scenarios described above are based on the fee and expense amounts shown in the table for each Fund and assume the Reorganizations and the Merger, as applicable, occurred as of June 30, 2016.

 

13


Shareholder Fees

(fees paid directly from your investment)

 

    All-Cap
Fund
    Value Fund     Nuveen
NWQ
Global
Equity
Income
Fund
(Acquiring
Fund)
    Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(All-Cap Fund
Reorganization)
    Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Value Fund
Reorganization)
    Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations)
    Nuveen NWQ
Global Equity
Income Fund
Pro  Forma
(Both
Reorganizations
and the Merger)
 

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

             

Class A

    5.75     5.75     5.75     5.75 %(1)      5.75 %(1)      5.75 %(1)      5.75 %(1) 

Class C

    None        None        None        None        None        None        None   

Class R3

    None        None        None        None        None        None        None   

Class I

    None        None        None        None        None        None        None   

Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of purchase price or redemption proceeds)

             

Class A

    None        None        None        None        None        None        None   

Class C(2)

    1.00     1.00     1.00     1.00     1.00     1.00     1.00

Class R3

    None        None        None        None        None        None        None   

Class I

    None        None        None        None        None        None        None   

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

             

Class A

    None        None        None        None        None        None        None   

Class C

    None        None        None        None        None        None        None   

Class R3

    None        None        None        None        None        None        None   

Class I

    None        None        None        None        None        None        None   

Exchange Fees

             

Class A

    None        None        None        None        None        None        None   

Class C

    None        None        None        None        None        None        None   

Class R3

    None        None        None        None        None        None        None   

Class I

    None        None        None        None        None        None        None   

Annual Low Balance Account fee (for accounts under $1,000)(3)

             

Class A

    $15        $15        $15        $15        $15        $15        $15   

Class C

    $15        $15        $15        $15        $15        $15        $15   

Class R3

    None        None        None        None        None        None        None   

Class I

    $15        $15        $15        $15        $15        $15        $15   

 

(1) No sales charge will be imposed on the Class A shares of the Acquiring Fund received in connection with the Reorganizations.
(2) The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase. For shares received in the Reorganizations, such charge will be applied to shares redeemed within 12 months of purchase of your Target Fund shares.
(3) Fee applies to the following types of accounts under $1,000 held directly with a Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts, and accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or the Uniform Gifts to Minors Act (UGMA).

 

14


Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

    All-Cap
Fund
    Value Fund     Nuveen
NWQ
Global
Equity
Income
Fund
(Acquiring
Fund)
    Nuveen NWQ
Global  Equity
Income Fund
Pro Forma
(All-Cap Fund
Reorganization)(1)
    Nuveen NWQ
Global  Equity
Income Fund
Pro Forma
(Value Fund
Reorganization)(1)
    Nuveen NWQ
Global  Equity
Income Fund
Pro Forma (Both
Reorganizations)(1)
    Nuveen NWQ
Global Equity
Income Fund Pro
Forma (Both
Reorganizations
and the Merger)(1)
 

Management Fees(2)

             

Class A

    0.71     0.71     0.71     0.71     0.70     0.70     0.70

Class C

    0.71     0.71     0.71     0.71     0.70     0.70     0.70

Class R3

    0.71     0.71     0.71     0.71     0.70     0.70     0.70

Class I

    0.71     0.71     0.71     0.71     0.70     0.70     0.70

Distribution and Service (12b-1) Fees

             

Class A

    0.25     0.25     0.25     0.25     0.25     0.25     0.25

Class C

    1.00     1.00     1.00     1.00     1.00     1.00     1.00

Class R3

    0.50     0.50     0.50     0.50     0.50     0.50     0.50

Class I

    0.00     0.00     0.00     0.00     0.00     0.00     0.00

Other Expenses

             

Class A

    0.37     0.22     2.77 %      0.32     0.24     0.23     0.21

Class C

    0.37     0.22     2.98 %      0.32     0.24     0.23     0.21

Class R3

    0.37     0.22     2.97 %      0.32     0.24     0.23     0.21

Class I

    0.37     0.22     0.58 %      0.32     0.24     0.23     0.21

Total Annual Fund Operating Expenses

             

Class A

    1.33     1.18     3.73     1.28     1.19     1.18     1.16

Class C

    2.08     1.93     4.69     2.03     1.94     1.93     1.91

Class R3

    1.58     1.43     4.18     1.53     1.44     1.43     1.41

Class I

    1.08     0.93     1.29     1.03     0.94     0.93     0.91

Fee Waivers and/or Expense Reimbursements

             

Class A

    (0.13 )%(3)      (0.03 )%(4)      (2.62 )%(5)      (0.17 )%(5)      (0.08 )%(5)      (0.07 )%(5)      (0.05 )%(5) 

Class C

    (0.13 )%(3)      (0.03 )%(4)      (2.83 )%(5)      (0.17 )%(5)      (0.08 )%(5)      (0.07 )%(5)      (0.05 )%(5) 

Class R3

    (0.13 )%(3)      (0.03 )%(4)      (2.82 )%(5)      (0.17 )%(5)      (0.08 )%(5)      (0.07 )%(5)      (0.05 )%(5) 

Class I

    (0.13 )%(3)      (0.03 )%(4)      (0.43 )%(5)      (0.17 )%(5)      (0.08 )%(5)      (0.07 )%(5)      (0.05 )%(5) 

Total Annual Fund Operating Expenses—After Fee Waivers and/or Expense Reimbursements

             

Class A

    1.20     1.15     1.11     1.11     1.11     1.11     1.11

Class C

    1.95     1.90     1.86     1.86     1.86     1.86     1.86

Class R3

    1.45     1.40     1.36     1.36     1.36     1.36     1.36

Class I

    0.95     0.90     0.86     0.86     0.86     0.86     0.86

 

(1) Pro forma expenses do not include the expenses to be charged to the Funds in connection with the Reorganizations. See “The Proposed Reorganizations—Reorganization Expenses” for additional information about these expenses.

 

15


(2) Management Fees have been restated to reflect the fee schedule that went into effect as of June 1, 2016.
(3) Fee waivers and/or expense reimbursements have been restated to reflect the expense caps that went into effect as of June 1, 2016. The Adviser has agreed to waive fees and/or reimburse other fund expenses through November 30, 2017 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 0.99% of the average daily net assets of any class of Fund shares. The expense limitation expiring November 30, 2017 may be terminated or modified prior to that date only with the approval of the Board. The investment advisory agreement includes an expense cap of 1.55% which may be terminated or modified only with shareholder approval.
(4) Fee waivers and/or expense reimbursements have been restated to reflect the expense caps that went into effect as of June 1, 2016. The Adviser has agreed to waive fees and/or reimburse other Fund expenses through October 31, 2017 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 0.94% of the average daily net assets of any class of Fund shares. The expense limitation expiring October 31, 2017 may be terminated or modified prior to that date only with the approval of the Board. The investment advisory agreement includes an expense cap of 1.50% which may be terminated or modified only with shareholder approval.
(5) Fee waivers and/or expense reimbursements have been restated to reflect the expense caps that went into effect as of June 1, 2016. The Adviser has agreed to waive fees and/or reimburse expenses through October 31, 2017 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 0.90% of the average daily net assets of any class of Fund shares. This expense limitation may be terminated or modified prior to that date only with the approval of the Board.

Examples

The examples below are intended to help you compare the cost of investing in each Fund and the pro forma cost of investing in the combined Fund under the following four scenarios (i) assuming only the Reorganization of the All-Cap Fund into the Acquiring Fund occurred, (ii) assuming only the Reorganization of the Value Fund into the Acquiring Fund occurred, (iii) assuming both Reorganizations occurred, and (iv) assuming both Reorganizations and the Merger occurred. The examples assume you invest $10,000 in a Fund for the time periods indicated (based on information in the tables above) and then either redeem or do not redeem your shares at the end of a period. The examples assume that your investment has a 5% return each year and that a Fund’s expenses remain at the level shown in the table above. The Target Fund’s and the Acquiring Fund’s fee waivers and expense reimbursements are taken into account for a period beginning November 1, 2016 and continuing for at least one year, but only for so long as such fee waiver and expense reimbursement is expected to continue. These amounts are estimated; actual operating expenses will vary based on asset size and other factors.

The first set of examples below assume that you sell your shares at the end of a period. The second set of examples assume that you do not sell your shares at the end of a period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Estimated Costs Assuming You Sold Your Shares at the End of the Period

 

     All-Cap
Fund
     Value
Fund
     Nuveen
NWQ
Global
Equity
Income
Fund
(Acquiring
Fund)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(All-Cap Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Value Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations
and the Merger)
 

1 Year

                    

Class A

   $ 690      $ 685      $ 682      $ 682      $ 682      $ 682      $ 682  

Class C

   $ 198      $ 193      $ 189      $ 189      $ 189      $ 189      $ 189  

Class R3

   $ 148      $ 143      $ 138      $ 138      $ 138      $ 138      $ 138  

Class I

   $ 97      $ 92      $ 88      $ 88      $ 88      $ 88      $ 88  

 

16


     All-Cap
Fund
     Value
Fund
     Nuveen
NWQ
Global
Equity
Income
Fund
(Acquiring
Fund)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(All-Cap Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Value Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations
and the Merger)
 

3 Years

                    

Class A

   $ 959      $ 925      $ 1,421      $ 942      $ 924      $ 922      $ 918   

Class C

   $ 638      $ 603      $ 1,159      $ 620      $ 601       $ 599      $ 595   

Class R3

   $ 485      $ 449      $ 1,012      $ 467      $ 448      $ 446      $ 441   

Class I

   $ 329      $ 293      $ 367      $ 311      $ 292      $ 289      $ 285   

5 Years

                    

Class A

   $ 1,249      $ 1,184      $ 2,180       $ 1,222       $ 1,184       $ 1,180      $ 1,172   

Class C

   $ 1,106      $ 1,039      $ 2,136      $ 1,077      $ 1,040      $ 1,035       $ 1,027   

Class R3

   $ 847      $ 779      $ 1,900      $ 818      $ 779      $ 775       $ 766   

Class I

   $ 582      $ 512      $ 666      $ 552      $ 512      $ 508       $ 499   

10 Years

                    

Class A

   $ 2,073      $ 1,922      $ 4,163       $ 2,017      $ 1,929       $ 1,919       $ 1,899   

Class C

   $ 2,399      $ 2,251      $ 4,604      $ 2,345      $ 2,258       $ 2,248       $ 2,229   

Class R3

   $ 1,866      $ 1,710      $ 4,184      $ 1,809      $ 1,717       $ 1,707       $ 1,687   

Class I

   $ 1,304      $ 1,140      $ 1,519      $ 1,244      $ 1,147       $ 1,137       $ 1,115   

The expense example figures above reflect the imposition of the maximum sales charge (load) imposed on purchases of Class A shares, and these figures are applicable to purchases of Acquiring Fund shares made after completion of the Reorganizations. However, no sales charge will be imposed on Class A shares of the Acquiring Fund that are received in connection with a Reorganization. Based on the assumptions described above, and removing the effect of the sales charge, your costs of investing in Class A shares received in connection with a Reorganization would be:

 

Class A Shares

   Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(All-Cap Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Value Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations
and the Merger)
 

1 Year

   $ 113      $ 113       $ 113       $ 113   

3 Years

   $ 389      $ 370       $ 368       $ 364   

5 Years

   $ 686      $ 647       $ 642       $ 633   

10 Years

   $ 1,530      $ 1,436       $ 1,426       $ 1,405   

 

17


Estimated Costs Assuming You Did Not Sell Your Shares at the End of the Period

 

     All-Cap
Fund
     Value
Fund
     Nuveen
NWQ
Global
Equity
Income
Fund
(Acquiring
Fund)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(All-Cap Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Value Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations
and the Merger)
 

1 Year

                    

Class A

   $ 690      $ 685       $ 682       $ 682       $ 682       $ 682       $ 682   

Class C

   $ 198      $ 193       $ 189       $ 189       $ 189       $ 189       $ 189   

Class R3

   $ 148      $ 143       $ 138       $ 138       $ 138       $ 138       $ 138   

Class I

   $ 97      $ 92       $ 88       $ 88       $ 88       $ 88       $ 88   

3 Years

                    

Class A

   $ 959      $ 925       $ 1,421       $ 942       $ 924       $ 922       $ 918   

Class C

   $ 638      $ 603       $ 1,159       $ 620       $ 601       $ 599       $ 595   

Class R3

   $ 485      $ 449       $ 1,012       $ 467       $ 448       $ 446       $ 441   

Class I

   $ 329      $ 293       $ 367       $ 311       $ 292       $ 289       $ 285   

5 Years

                    

Class A

   $ 1,249      $ 1,184       $ 2,180       $ 1,222       $ 1,184       $ 1,180       $ 1,172   

Class C

   $ 1,106      $ 1,039       $ 2,136       $ 1,077       $ 1,040       $ 1,035       $ 1,027   

Class R3

   $ 847      $ 779       $ 1,900       $ 818       $ 779       $ 775       $ 766   

Class I

   $ 582      $ 512       $ 666       $ 552       $ 512       $ 508       $ 499   

10 Years

                    

Class A

   $ 2,073      $ 1,922       $ 4,163       $ 2,017       $ 1,929       $ 1,919       $ 1,899   

Class C

   $ 2,399      $ 2,251       $ 4,604       $ 2,345       $ 2,258       $ 2,248       $ 2,229   

Class R3

   $ 1,866      $ 1,710       $ 4,184       $ 1,809       $ 1,717       $ 1,707       $ 1,687   

Class I

   $ 1,304      $ 1,140       $ 1,519       $ 1,244       $ 1,147       $ 1,137       $ 1,115   

The expense example figures above reflect the imposition of the maximum sales charge (load) imposed on purchases of Class A shares, and these figures are applicable to purchases of Acquiring Fund shares made after completion of the Reorganizations. However, no sales charge will be imposed on Class A shares of the Acquiring Fund that are received in connection with a Reorganization. Based on the assumptions described above, and removing the effect of the sales charge, your costs of investing in Class A shares received in connection with a Reorganization would be:

 

Class A Shares    Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(All-Cap Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Value Fund
Reorganization)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations
and the Merger)
 

1 Year

   $ 113       $ 113       $ 113       $ 113   

3 Years

   $ 389       $ 370       $ 368       $ 364   

5 Years

   $ 686       $ 647       $ 642       $ 633   

10 Years

   $ 1,530       $ 1,436       $ 1,426       $ 1,405   

 

18


Performance Information

The total returns of each Fund for the periods ended December 31, 2015, based on historical fees and expenses for each period, are set forth in the bar charts and tables below. Each Target Fund’s performance information reflects that Fund’s performance prior to the sub-adviser change on August 1, 2016. The Acquiring Fund’s performance information prior to December 13, 2013 reflects that Fund’s performance using investment strategies that differed significantly from those currently in place.

The bar charts below illustrate calendar year returns for each Fund’s Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar charts and the highest/lowest quarterly and year-to-date return information that follows does not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.

The tables below illustrate average annual total returns for 1, 5, and 10 year periods ended December 31, 2015 for each Fund. The tables also show how each Fund’s performance compares with the returns of a broad measure of market performance and an index of funds with similar investment objectives. This information is intended to help you assess the variability of Fund returns (and consequently, the potential risks of a Fund investment).

All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown for Class A shares only; after-tax returns for Class C, Class R3 and Class I shares will vary. Returns for market indices do not include operating 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-advantaged accounts, such as IRAs or employer-sponsored retirement plans; but such investors generally are subject to tax on withdrawals from such accounts.

Both the bar charts and the tables assume that all distributions have been reinvested. Performance reflects fee waivers and operating expense limitations, if any, in effect during the periods presented. If any such fee waivers and expense limitations were not in place, performance would be reduced. A Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

All-Cap Fund—Class A Annual Total Return*

 

LOGO

 

* Class A year-to-date total return as of June 30, 2016 was 3.13%. The performance of the other share classes will differ due to their different expense structures.

 

19


During the periods shown in the bar chart, the All-Cap Fund’s Class A highest and lowest calendar quarter returns were 27.13% and -15.89%, respectively, for the quarters ended June 30, 2009 and September 30, 2008.

Value Fund—Class A Annual Total Return*

 

LOGO

 

* Class A year-to-date total return as of June 30, 2016 was 3.07%. The performance of the other share classes will differ due to their different expense structures.

During the periods shown in the bar chart, the Value Fund’s Class A highest and lowest calendar quarter returns were 22.01% and -16.11%, respectively, for the quarters ended June 30, 2009 and September 30, 2008.

Acquiring Fund—Class A Annual Total Return*

 

LOGO

 

* Class A year-to-date total return as of June 30, 2016 was -2.05%. The performance of the other share classes will differ due to their different expense structures.

During the periods shown in the bar chart, the Acquiring Fund’s Class A highest and lowest calendar quarter returns were 11.96% and -16.52%, respectively, for the quarters ended March 31, 2012 and September 30, 2011.

 

20


     Average Annual Total Returns
for the Periods Ended
December 31, 2015
 

All-Cap Fund

   Inception
Date
     1 Year     5 Years     Since
Inception
 

Class A (return before taxes)

     3/28/06         (11.07 )%      (2.16 )%      5.01

Class A (return after taxes on distributions)

        (11.18 )%      (2.49 )%      4.33

Class A (return after taxes on distributions and sale of fund shares)

        (5.96 )%      (1.43 )%      4.00

Class C (return before taxes)

     3/28/06         (6.35 )%      (1.73 )%      4.87

Class R3 (return before taxes)

     3/03/09         (5.90 )%      (1.25 )%      11.15

Class I (return before taxes)

     3/28/06         (5.40 )%      (0.75 )%      5.90

MSCI ACWI (All Country World Index)(1) (reflects no deduction for fees, expenses or taxes)

        (2.36 )%      6.09     4.22

Lipper Global Multi-Cap Value Funds Classification Average(2) (reflects no deduction for taxes or certain expenses)

        (4.12 )%      5.46     4.02

 

(1) A free-float adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets.
(2) Represents the average annualized returns for all reporting funds in the Lipper Global Multi-Cap Value Funds Classification.

 

     Average Annual Total Returns
for the Periods Ended
December 31, 2015
 

Value Fund

   Inception
Date
     1 Year     5 Years     10 Years     Since
Inception
 

Class A (return before taxes)

     12/8/04         (5.84 )%      4.46     8.12     N/A   

Class A (return after taxes on distributions)

        (7.96 )%      2.19     6.46     N/A   

Class A (return after taxes on distributions and sale of fund shares)

        (1.63 )%      3.17     6.29     N/A   

Class C (return before taxes)

     12/8/04         (0.88 )%      4.91     7.94     N/A   

Class R3 (return before taxes)

     8/4/08         (0.38 )%      5.45     N/A        7.83

Class I (return before taxes)

     12/8/04         0.12     5.97     9.03     N/A   

Russell 3000® Value Index(1) (reflects no deduction for fees, expenses or taxes)

        (4.13 )%      10.98     6.11     N/A   

Lipper Global Multi-Cap Value Funds Classification Average(2) (reflects no deduction for taxes or certain expenses)

        (4.12 )%      5.46     4.48     N/A   

 

(1) An index that measures the performance of those Russell 3000 companies with lower price-to-book ratios and lower forecasted growth values.
(2) Represents the average annualized returns for all reporting funds in the Lipper Global Multi-Cap Value Funds Classification.

 

21


     Average Annual Total Returns
for the Periods Ended
December 31, 2015
 

Acquiring Fund

   Inception
Date
     1 Year     5 Years     Since
Inception
 

Class A (return before taxes)

     9/15/09         (5.25 )%      6.75     8.49

Class A (return after taxes on distributions)

        (5.92 )%      5.47     7.18

Class A (return after taxes on distributions and sale of fund shares)

        (2.42 )%      5.17     6.57

Class C (return before taxes)

     9/15/09         (0.24 )%      7.21     8.69

Class R3 (return before taxes)

     9/15/09         0.27     7.74     9.24

Class I (return before taxes)

     9/15/09         0.79     8.29     9.79

MSCI World Index(1) (reflects no deduction for fees, expenses or taxes)

        (0.87 )%      7.59     8.69

Lipper Global Equity Income Funds Classification Average(2) (reflects no deduction for taxes or certain expenses)

        (3.48 )%      5.62     6.98

 

(1) A free float-adjusted market capitalization weighted index designed to track the equity market performance of developed markets.
(2)

Represents the average annualized returns for all reporting funds in the Lipper Global Equity Income Funds Classification.

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect a Fund’s performance. During their most recent fiscal periods for which audited financial statements are available, the Funds had the following portfolio turnover rates:

 

Fund

  

Fiscal Period

   Rate  

All-Cap Fund

   Twelve months ended 7/31/15      54

Value Fund

   Twelve months ended 6/30/16      71

Acquiring Fund

   Twelve months ended 6/30/16      51

Additionally, during its most recent six-month period for which unaudited financial statements are available, the All-Cap Fund had the following portfolio turnover rate.

 

Fund

  

Fiscal Period

   Rate  

All-Cap Fund

   Six months ended 1/31/16      19

The portfolio turnover rate for each Target Fund will be higher in the current period as a result of the repositioning described above.

Fundamental Investment Restrictions

The Funds have the same fundamental investment restrictions, see below, which cannot be changed without shareholder approval. As a fundamental policy, each Fund is diversified, as explained in (1) below. Each Fund’s investment objective is also fundamental. Each Fund has adopted a policy of not concentrating its investments in any industry, as explained in (8) below. For purposes of each Fund’s concentration policy, each Fund classifies tax-exempt bonds backed only by the assets and

 

22


revenues of non-governmental users as issued by such non-governmental users and as subject to the Fund’s concentration policy.

 

    

Fundamental Investment Restrictions (All Funds)

(1)    With respect to 75% of its total assets, purchase the securities of any issuer (except securities issued or guaranteed by the United States government or any agency or instrumentality thereof) 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 restriction shall not prohibit the Fund from investing in options on commodity indices, commodity futures contracts and options thereon, commodity-related swap agreements, other commodity-related derivative instruments, and investment companies that provide exposure to 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).

Investment Adviser and Sub-Adviser

Each Fund is managed by Nuveen Fund Advisors, LLC (previously defined as “Nuveen Fund Advisors” or the “Adviser”), which offers advisory and investment management services to a broad range of mutual fund clients. Nuveen Fund Advisors has overall responsibility for management of the Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors, a registered investment adviser, is a subsidiary of Nuveen Investments, Inc. (“Nuveen Investments”). Nuveen is an operating division of TIAA Global Asset Management, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund (“CREF”). As of June 30, 2016, the Adviser managed approximately $130.3 billion in assets.

Nuveen Fund Advisors has selected its affiliate, NWQ Investment Management Company, LLC (previously defined as “NWQ”), located at 2049 Century Park East, 16th Floor, Los Angeles, California 90067, to serve as the sub-adviser to the Acquiring Fund and, effective August 1, 2016, as the sub-adviser to each Target Fund pursuant to interim sub-advisory agreements. NWQ manages the investment of the Acquiring Fund’s assets and each Target Fund’s assets on a discretionary basis,

 

23


subject to the supervision of Nuveen Fund Advisors. NWQ will continue to serve as the sub-adviser to the Acquiring Fund following the Reorganizations. The Acquiring Fund is managed by James T. Stephenson, CFA, and Thomas J. Ray, CFA of NWQ. Effective August 1, 2016, Mr. Stephenson and Mr. Ray also manage each of the Target Funds pursuant to NWQ’s appointment as sub-adviser by Nuveen Fund Advisors.

James T. Stephenson, CFA, is a Managing Director, Portfolio Manager and Equity Analyst at NWQ. Prior to joining NWQ in 2006, Mr. Stephenson spent seven years at Bel Air Investment Advisors, LLC, a State Street Global Advisors Company, where he was a Managing Director and Partner. Most recently, Mr. Stephenson was Chairman of Bel Air’s Equity Policy Committee and the Portfolio Manager for the firm’s Large Cap Core and Select strategies. Previous to this, he spent five years as an Analyst and Portfolio Manager at ARCO Investment Management Company. Prior to that, he was an Equity Analyst at Trust Company of the West. Mr. Stephenson assumed portfolio management responsibility for the Acquiring Fund in March 2012 and will assume portfolio management responsibility for the Target Fund effective August 1, 2016. Mr. Stephenson will continue to serve as a portfolio manager for the Acquiring Fund upon completion of the Reorganizations.

Thomas J. Ray, CFA, is a Managing Director, Head of Fixed Income and Portfolio Manager at NWQ. Prior to joining NWQ in 2015, he served as Chief Investment Officer, President and founding member of Inflective Asset Management, a boutique investment firm specializing in convertible securities, from 2001 to 2011. From 2011 until joining NWQ in 2015, Mr. Ray was a private investor. Prior to founding Inflective, Mr. Ray served as portfolio manager at Transamerica Investment Management. Mr. Ray assumed portfolio management responsibility for the Acquiring Fund on February 2, 2016 and will assume portfolio management responsibility for the Target Fund effective August 1, 2016. Mr. Ray will continue to serve as a portfolio manager for the Acquiring Fund upon completion of the Reorganizations.

For a complete description of the advisory services provided to the Acquiring Fund, see the section of the Fund’s Prospectus entitled “Who Manages the Funds” and the sections of the Fund’s Statement of Additional Information entitled “Investment Adviser” and “Sub-Adviser.” Additional information about the portfolio manager compensation structure, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds is provided in the Acquiring Fund’s Statement of Additional Information.

Advisory and Other Fees

Pursuant to separate investment management agreements between Nuveen Fund Advisors and Nuveen Investment Trust II, on behalf of the All-Cap Fund, and Nuveen Fund Advisors and Nuveen Investment Trust, on behalf of each the Value Fund and the Acquiring Fund, each Fund pays Nuveen Fund Advisors fund-level fees, payable monthly, at the annual rates set forth below:

 

Management Fee – Each Fund  

Average Daily Net Assets

   Fee Rate  

For the first $125 million

     0.5500

For the next $125 million

     0.5375

For the next $250 million

     0.5250

For the next $500 million

     0.5125

For the next $1 billion

     0.5000

For net assets over $2 billion

     0.4750

 

24


In addition to the fund-level fee, each Fund pays a complex-level fee. The maximum complex-level fee is 0.20% of the Fund’s average daily net assets, based upon complex-level “eligible assets” of $55 billion. Therefore, the maximum management fee rate for each Fund is the fund-level fee rate plus 0.20%. As complex-level eligible assets increase, the complex-level fee rate decreases pursuant to a breakpoint schedule. Each Fund’s complex-level fee rate is calculated based upon the aggregate daily “eligible assets” of all Nuveen funds. Except as described below, eligible assets include the net assets of all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Eligible assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with Nuveen Fund Advisors’ assumption of the management of the former First American funds effective January 1, 2011. Eligible assets include closed-end fund assets managed by the Adviser that are attributable to financial leverage. For these purposes, financial leverage includes the closed-end funds’ use of preferred shares and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond (TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trust’s issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such assets for determining eligible assets in certain circumstances. As of June 30, 2016, the complex-level fee rate was 0.1614%.

The investment management agreement with respect to each Fund was last approved by the Board for continuance at an in-person meeting held on May 24-26, 2016. Information regarding the Board’s considerations in determining to approve continuation of the investment management agreement for (i) the All-Cap Fund will be available in the All-Cap Fund’s Annual Report for the fiscal year ended July 31, 2016, and (ii) the Value Fund and the Acquiring Fund is available in the Annual Report for the Value Fund and Acquiring Fund for the fiscal year ended June 30, 2016. The investment sub-advisory agreement with respect to the Acquiring Fund was last approved by the Board for continuance at an in-person meeting held on May 24-26, 2016. Information regarding the Board’s considerations in determining to approve continuation of the investment sub-advisory agreement for the Acquiring Fund is available in the Annual Report for the Acquiring Fund for the fiscal year ended June 30, 2016. Information regarding the Board’s considerations in determining to approve the interim sub-advisory agreements and the New Sub-Advisory Agreements between the Adviser and NWQ is provided below in Proposal No. 2 in the section entitled “Board Considerations.”

Nuveen Fund Advisors has agreed to waive fees and/or reimburse operating expenses of the All-Cap Fund through November 30, 2017 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 0.99% of the average daily net assets of any class of All-Cap Fund shares. The expense limitation expiring November 30, 2017 may be terminated or modified prior to that date only with the approval of the Board of Trustees of the All-Cap Fund. The investment advisory agreement includes an expense cap of 1.55% which may be terminated or modified only with shareholder approval.

With respect to the Value Fund, Nuveen Fund Advisors has agreed to waive fees and/or reimburse Fund operating expenses through October 31, 2017 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 0.94% of the average daily net assets of any class of Value Fund shares. The expense limitation expiring October 31, 2017 may be terminated or modified prior to that date only with the

 

25


approval of the Board of Trustees of the Value Fund. The investment advisory agreement includes an expense cap of 1.50% which may be terminated or modified only with shareholder approval.

With respect to the Acquiring Fund, Nuveen Fund Advisors has agreed to waive fees and/or reimburse Fund operating expenses through October 31, 2017 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, acquired fund fees and expenses, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 0.90% of the average daily net assets of any class of Acquiring Fund shares. This expense limitation may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Acquiring Fund.

For the All-Cap Fund’s fiscal year ended July 31, 2015, and for the Value Fund’s and Acquiring Fund’s fiscal year ended June 30, 2016, each Fund paid Nuveen Fund Advisors the following management fees (net of fee waivers and expense reimbursements, where applicable) as a percentage of the Fund’s average daily net assets:

 

     Management Fee
Rate
 

All-Cap Fund

     0.85 %(1) 

Value Fund

     0.78 %(2) 

Acquiring Fund

     0.11 %(2) 

 

(1) Management fee rates paid for the All-Cap Fund’s fiscal year ended July 31, 2015 do not reflect reduced management fees and temporary expense cap reductions which took effect as of June 1, 2016.
(2) Management fee rates paid for the Value Fund’s and Acquiring Fund’s fiscal year ended June 30, 2016 do not reflect reduced management fees and temporary expense cap reductions prior to June 1, 2016, the effective date of such reduced management fees and expense caps.

Each Fund has adopted a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act (the “Rule 12b-1 Plans”). Under the Rule 12b-1 Plans, for each Fund (a) Class A shares are subject to an annual service fee of 0.25% of the average daily net assets of its Class A shares, (b) Class C shares are subject to (i) an annual distribution fee of 0.75% and (ii) an annual service fee of 0.25%, of the average daily net assets of its Class C shares, and (c) Class R3 shares are subject to an annual distribution and service fee of 0.50% of the average daily net assets of its Class R3 shares. Class I shares are not subject to either distribution or service fees.

For a complete description of each Fund’s distribution and service arrangements, see the section of the respective Fund’s Prospectus entitled “What Share Classes We Offer” and the section of the Fund’s Statement of Additional Information entitled “Distribution and Service Plans.”

Board Members and Officers

The management of each Fund, including general oversight of the duties performed by Nuveen Fund Advisors under the Investment Management Agreement for each Fund, is the responsibility of the Board of Trustees. The same individuals constitute the respective Board of each Fund, and each Fund also has the same individuals serving as officers. As of the date of this Joint Proxy Statement/Prospectus, there are twelve members of the Board, two of whom are “interested persons” (as defined in the 1940 Act) and ten of whom are not interested persons (the “Independent Board Members”). The names and business addresses of the board members and officers of the Acquiring Fund and their principal occupations and other affiliations during the past five years are set forth under “Directors and Executive Officers” in the Statement of Additional Information, as supplemented, for the Acquiring Fund incorporated herein by reference.

 

26


Distribution, Purchase, Redemption, Exchange of Shares and Dividends

Each Fund offers four classes of shares: Class A, Class C, Class R3 and Class I. You may purchase, redeem or exchange shares of the Funds on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Funds through a financial advisor or other financial intermediary or directly from such Fund. No initial sales charge or contingent deferred sales charges will be imposed on shares of the Acquiring Fund received or shares of a Target Fund exchanged in connection with a Reorganization. Any Acquiring Fund shares received in exchange for Target Fund shares pursuant to the Reorganization will be subject to the Acquiring Fund’s standard fee structure applicable to the class of Acquiring Fund shares received. Class A shares of the Acquiring Fund are subject to a sales load which will apply to purchases of Acquiring Fund shares made after completion of the Reorganization; however, the sales load will be waived for shares issued in the Reorganization. Class C shares of the Acquiring Fund are subject to a contingent deferred sales charge which will apply to purchases of Acquiring Fund shares made after completion of the Reorganization. With respect to Class C shares received in the Reorganization, your shares will be subject to the Acquiring Fund’s contingent deferred sales charge if they are redeemed within 12 months of the date you purchased your Target Fund shares. The Acquiring Fund’s initial and subsequent investment minimums generally are as set forth in the table below, although the Fund may reduce or waive the minimums in some cases. The Acquiring Fund will waive the initial investment minimum for Target Fund shareholders who receive shares in connection with the Reorganizations. Each Target Fund’s investment minimums are identical to those of the Acquiring Fund for each respective share class.

 

    

Class A and Class C

  

Class R3

  

Class I

Eligibility and Minimum Initial Investment   

$3,000 for all accounts except:

 

•     $2,500 for Traditional/Roth IRA accounts.

 

•     $2,000 for Coverdell Education Savings Accounts.

 

•     $250 for accounts opened through fee-based programs.

 

•     No minimum for retirement plans.

  

Available only through certain retirement plans.

 

No minimum.

 

  

Available only through fee-based programs and to other limited categories of investors as described in the prospectus.

 

$100,000 for all accounts except:

 

•     $250 for clients of financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level).

 

•     No minimum for certain other categories of eligible investors as described in the prospectus.

 

Minimum Additional Investment    $100    No minimum.    No minimum.

 

27


Shareholders of each Fund are eligible to exchange their shares for shares of the same class of another Nuveen mutual fund available in the shareholder’s state, provided the funds have the same transfer agent.

For a complete description of purchase, redemption and exchange options, see the section of the Acquiring Fund’s Prospectus entitled “How You Can Buy and Sell Shares” and “General Information,” and the section of the Acquiring Fund’s Statement of Additional Information entitled “Purchase and Redemption of Fund Shares.”

The Target Funds normally declare and pay income dividends and any taxable gains annually, while the Acquiring Fund normally pays income dividends quarterly and any taxable gains annually. If the Reorganizations are approved by the respective Target Fund shareholders, each Target Fund intends to distribute to its shareholders, prior to the closing of its Reorganization, all its net investment income and net capital gains, if any, for the period ending on the Closing Date.

Tax Information

With respect to all Funds, the tax character of dividends and distributions will be the same regardless of whether they are paid in cash or reinvested in additional shares. The Funds’ dividends and distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through a tax-advantaged account, such as an IRA or 401(k) plan (in which case you may be taxed upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of a Fund through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Fund, its distributor or its investment adviser may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.

Further Information

Additional information concerning the Acquiring Fund and each Target Fund is contained in this Joint Proxy Statement/Prospectus, and additional information regarding the Acquiring Fund is contained in the accompanying Acquiring Fund prospectus. The cover page of this Joint Proxy Statement/Prospectus describes how you may obtain further information.

Reasons for the Proposed Reorganizations

Based on the considerations described below, the Board, including the independent Board members, has determined that, for each Target Fund, the applicable Reorganization would be in the best interests of such Target Fund and that the interests of such Target Fund’s existing shareholders would not be diluted as a result of such Reorganization. The Board, including the independent Board members, has also determined that the Reorganizations would be in the best interests of the Acquiring Fund and that the interests of the Acquiring Fund’s existing shareholders would not be diluted as a result of the Reorganizations. At a meeting held on May 24-26, 2016 (the “May Meeting”), the Board approved the Reorganizations and recommended that the shareholders of each Target Fund vote in favor of the Reorganization of such Target Fund.

 

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Over the course of various meetings, the Adviser discussed several proposals with the Board in connection with the Adviser’s intent to wind down the operations of Tradewinds as part of an internal reorganization, including the Reorganizations. At the May Meeting and at prior meetings, the Adviser provided the Board with information regarding the proposed Reorganizations and potential alternatives to the proposed Reorganizations. Prior to approving the Reorganizations, the independent Board members reviewed and discussed the foregoing information with their independent legal counsel and with management, reviewed with independent legal counsel applicable law and their duties in considering such matters, and met with independent legal counsel in a private session without management present. Based on the foregoing, the Board considered the following factors, among others, in approving the Reorganizations and recommending that shareholders of the Target Funds approve the Reorganizations:

 

   

the compatibility of the Funds’ investment objectives, principal investment strategies and related risks;

 

   

the consistency of portfolio management;

 

   

the Funds’ relative sizes;

 

   

the relative investment performance of the Funds;

 

   

the relative fees and expense ratios of the Funds, including caps on the Funds’ expenses agreed to by the Adviser;

 

   

the anticipated federal income tax-free nature of the Reorganizations;

 

   

the expected costs of the Reorganizations and the extent to which the Funds would bear any such costs;

 

   

the terms of the Reorganizations and whether the Reorganizations would dilute the interests of shareholders of the Funds;

 

   

the effect of the Reorganizations on shareholder rights;

 

   

alternatives to the Reorganizations; and

 

   

any potential benefits of the Reorganizations to the Adviser and its affiliates as a result of the Reorganizations.

Compatibility of Investment Objectives, Principal Investment Strategies and Related Risks

Based on the information presented, the Board noted that the investment objective of each Target Fund differs from the investment objective of the Acquiring Fund. In this regard, the investment objective of each Target Fund is long-term capital appreciation, while the investment objective of the Acquiring Fund is high current income and long-term capital appreciation. As such, while each Fund invests primarily in equity securities across the range of market capitalizations, the Acquiring Fund, unlike the Target Funds, may also, as part of its principal investment strategies, invest in debt securities (up to 20% of its net assets) and utilize derivatives. Additionally, the Board recognized that while the Acquiring Fund and the All-Cap Fund are each required to invest at least 40% of their respective net

 

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assets in non-U.S. securities, the Value Fund invests primarily in U.S. equity securities, but is allowed to invest up to 35% of its net assets in non-U.S. equity securities. Therefore, in order to facilitate alignment of the portfolios of the Acquiring Fund and the Value Fund prior to the Value Fund Reorganization, the Board approved the removal of the 35% non-U.S. equity securities limit for the Value Fund, contingent upon shareholder approval of the Value Fund Reorganization. With respect to compatibility of risks, the Board recognized that each Fund is subject to risks associated with its investments in equity securities. Further, the Acquiring Fund is subject to a number of additional risks due to its ability to invest in debt securities and utilize derivatives as part of its principal investment strategies, as noted above.

Consistency of Portfolio Management

The Board noted that each Fund has the same investment adviser. Additionally, the Board recognized that NWQ would be replacing Tradewinds as sub-adviser to each Target Fund as of August 1, 2016 pursuant to interim sub-advisory agreements and would also serve as sub-adviser to the combined fund. The Board further noted that in connection with the appointment of NWQ as sub-adviser to each Target Fund, each Target Fund would have new portfolio managers who are also the portfolio managers for the Acquiring Fund and would be the portfolio managers for the combined fund.

The Board also recognized that a portion of each Target Fund’s portfolio was expected to be sold prior to its Reorganization as a result of the repositioning of the respective Target Fund’s portfolio in connection with the appointment of NWQ as sub-adviser to the applicable Target Fund. The Board considered that gains or losses and other costs associated with the repositioning were expected to be borne by the applicable Target Fund.

Relative Sizes

The Board noted that each Target Fund was larger than the Acquiring Fund and that combining the Funds will provide a larger fund which should provide additional benefits to shareholders as fixed operating expenses of the combined fund following the Reorganizations will be spread over a larger asset base. See “Fees and Expense Ratios” below.

Relative Investment Performance

The Board considered the investment performance of the Funds over various periods. The Board observed, among other things, that with respect to Class A shares, the Acquiring Fund had outperformed the All-Cap Fund for the one-, three- and five-year time periods ended March 31, 2016 and for each of the past four calendar years, and that the Acquiring Fund had outperformed the Value Fund for the five-year time period ended March 31, 2016 (although the Acquiring Fund underperformed the Value Fund for the shorter one- and three-year time periods) and outperformed the Value Fund for three of the past four calendar years. The Board recognized, however, that each Target Fund’s past performance was achieved while such Target Fund was sub-advised by Tradewinds and that pursuant to interim sub-advisory agreements becoming effective on August 1, 2016, NWQ would serve as the sub-adviser to each Target Fund.

Fees and Expense Ratios

The Board considered the fees and expense ratios of the Funds (including estimated expenses of the combined fund following the Reorganizations) and the impact of expense caps, if any. The Board

 

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noted that the Adviser had agreed to certain contractual management fee and expense cap changes for the Target Funds and the Acquiring Fund (the “Changes”), which were separately approved by the Board at the May Meeting in conjunction with the Board’s approval of the renewal of each Fund’s investment management agreement with the Adviser. The Changes included, for each Fund, a reduction in the contractual management fee rate. They also included, for the Acquiring Fund, a lower expense cap that would remain in effect until October 31, 2017 and would extend to the combined fund. For the Target Funds, which only had contractual permanent expense caps in place, the Changes included the implementation of temporary expense caps that would be in effect until October 31, 2017 for the Value Fund and until November 30, 2017 for the All-Cap Fund, and that would, in each case, be lower than the applicable permanent expense cap. Taking into account the Changes, the Board observed that, for each Target Fund, after closing either both Reorganizations or just the Reorganization for such Target Fund, management fees were not expected to increase for such Target Fund. The Board also considered expense ratios for the Target Funds, taking into account the Changes. In this regard, for each Target Fund, the Board noted that after closing either both Reorganizations or just the Reorganization for such Target Fund, the net annual operating expense ratio of the combined fund was expected to be lower than the net annual operating expense ratio of such Target Fund for all share classes.

Tax Consequences of the Reorganizations

The Board considered the tax implications of the Reorganizations. The Board noted that each Reorganization will be structured with the intention that it qualify as a tax-free reorganization for federal income tax purposes. The Board recognized that with fund reorganizations, applicable tax laws could impose limits on the amount of capital loss carryforwards that an acquiring fund may use in any one year. The Board further noted that there may be some gains or losses resulting from portfolio realignment related to the Reorganizations and that, specifically with respect to the Value Fund, an expected increase in portfolio turnover to align the portfolio of such Target Fund with that of the Acquiring Fund could result in less of the Value Fund’s unrealized capital gains being transferred to the combined fund.

Costs of the Reorganizations

The Board considered the projected cost savings (if any) of each Fund during the first year following the Reorganizations. The Board noted that each Target Fund will be allocated the costs of the applicable Reorganization in an amount up to its projected cost savings, if any, during the first year following the Reorganization, subject to expense cap limitations. The Acquiring Fund was not expected to experience any cost savings in the first year following the Reorganizations as a result of the Reorganizations and, therefore, no costs of the Reorganizations were expected to be allocated to the Acquiring Fund. If a Reorganization is not ultimately completed, the Adviser or an affiliate will bear all the expenses incurred in connection with such proposed Reorganization.

Dilution

The terms of each Reorganization are intended to avoid dilution of the interests of the shareholders of the applicable Funds. In this regard, shareholders of each class of shares of the Target Funds will receive the same class of shares of the Acquiring Fund, in an amount equal in total value to the total value of the shares of the Target Fund surrendered. As a related matter, the Board noted that the Acquiring Fund’s R3 share class had not previously been opened to the public for purchase, but would be opened prior to the closing of the Reorganizations.

 

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Effect on Shareholder Rights

The Board noted that shareholders of each Target Fund will receive the same class of shares of the Acquiring Fund, which are subject to the same distribution and service fees. The Board also considered that the All-Cap Fund is a series of Nuveen Investment Trust II while the Value Fund and the Acquiring Fund are each a series of Nuveen Investment Trust, and that the rights of the Target Fund and Acquiring Fund shareholders were identical under the Declarations of Trusts for both Trusts.

Alternatives to the Reorganizations

The Board considered various alternatives, including transferring the management of the Target Funds to NWQ and liquidating the Target Funds. However, the Board recognized that it was expected that even with a change in management, the Target Funds, which have both been in net redemptions in recent years, would continue to see further redemptions and, moreover, that it was unlikely that distribution opportunities could be developed for either Target Fund. The Board also could have decided to liquidate each Target Fund; however, the Board did not believe this option was in the best interests of shareholders of the Target Funds as liquidation is a taxable event.

Potential Benefits to the Adviser and Its Affiliates

The Board recognized that the Reorganizations may result in some benefits and economies for the Adviser and its affiliates. These may include, for example, cost savings as a result of the elimination of each Target Fund as a separate fund in the Nuveen complex.

Conclusion

The Board, including the independent Board members, approved the Reorganizations, concluding that each Reorganization is in the best interests of the applicable Target Fund and that the interests of existing shareholders of each Target Fund will not be diluted as a result of such Reorganization. The Board, including the independent Board members, also concluded that the Reorganizations are in the best interests of the Acquiring Fund and that the interests of existing shareholders of the Acquiring Fund will not be diluted as a result of the Reorganizations. The Board did not identify any single factor discussed above as all-important or controlling, but considered all such factors together in approving the Reorganizations.

 

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The Proposed Reorganizations

The proposed Reorganizations will be governed by the Agreements, a form of which is attached as Appendix A. Each Agreement provides that the applicable Target Fund will transfer all its assets to the Acquiring Fund solely in exchange for the issuance of full and fractional shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Target Fund. The closing of the Reorganizations will take place at the close of business on the Closing Date. The following discussion of the Agreements is qualified in its entirety by the full text of the Agreements.

With respect to each Reorganization, the Target Fund will transfer all its assets to the Acquiring Fund, and in exchange, the Acquiring Fund will assume all the liabilities of such Target Fund and deliver to the Target Fund a number of full and fractional shares of the Acquiring Fund having a net asset value equal to the value of the assets of the Target Fund less the liabilities of the Target Fund assumed by the Acquiring Fund as of the close of regular trading on the New York Stock Exchange on the Closing Date. At the designated time on the Closing Date as set forth in each Agreement, each such Target Fund will distribute in complete liquidation of the Target Fund, pro rata to its shareholders of record, by class, all Acquiring Fund shares received by the Target Fund. This distribution will be accomplished by the transfer of the Acquiring Fund shares credited to the account of the applicable Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of such Target Fund shareholders, and representing the respective pro rata number, by class, of Acquiring Fund shares due such shareholders. All issued and outstanding shares of the applicable Target Fund will simultaneously be canceled on the books of that Target Fund.

As a result of the Reorganizations, each Target Fund Class A, Class C, Class R3 and Class I shareholder will receive a number of Acquiring Fund Class A, Class C, Class R3 and Class I shares, respectively, equal in value, as of the close of regular trading on the New York Stock Exchange on the Closing Date, to the value of the Target Fund Class A, Class C, Class R3 and Class I shares surrendered by such shareholder.

The Board has determined that the Reorganization with respect to each Target Fund is in the best interests of the Target Fund and the Acquiring Fund, and the Board has further determined that the interests of the existing shareholders of such Funds will not be diluted as a result of the transactions contemplated by the applicable Agreement.

The consummation of each Reorganization is subject to the terms and conditions of, and the representations and warranties being true as set forth in, the Agreement. Each Agreement may be terminated by mutual agreement of the subject Funds. In addition, any Fund may at its option terminate its Agreement at or before the Closing Date due to (i) a breach by the other Fund of any representation, warranty, or agreement to be performed at or before the Closing Date, if not cured within 30 days, (ii) a condition precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met, or (iii) a determination by the Board that the consummation of the transactions contemplated by the Agreement is not in the best interests of the Fund. The closing of the Reorganization with respect to one Target Fund is not contingent upon the closing of the Reorganization with respect to the other Target Fund.

Each Target Fund will, within a reasonable period of time before the Closing Date, furnish the Acquiring Fund with a list of the Target Fund’s portfolio securities and other investments. The

 

33


Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish each Target Fund with a list of the securities, if any, on the respective Target Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, or restrictions. Each Target Fund, if requested by the Acquiring Fund, will dispose of securities on the list provided by the Acquiring Fund before the Closing Date. In addition, if it is determined that the portfolios of the Funds, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, each Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. The sale of such investments could result in taxable distributions to shareholders of a Target Fund prior to its Reorganization. Notwithstanding the foregoing, nothing in an Agreement will require a Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Board or the Adviser, such disposition would adversely affect the tax-free nature of the Reorganizations for federal income tax purposes or would otherwise not be in the best interests of the Target Fund. See “Material Federal Income Tax Consequences” below.

Description of Securities to be Issued

Shares of Beneficial Interest. The Acquiring Fund has established and designated seven classes of shares, par value $0.01 per share, consisting of Class A, Class B, Class C, Class D, Class R3, Class R6 and Class I. Only Class A, Class C, Class R3 and Class I shares to be issued to Target Fund shareholders in the Reorganizations are offered through this Joint Proxy Statement/Prospectus. Nuveen Investment Trust’s declaration of trust permits the Board, in its sole discretion, and subject to compliance with the 1940 Act, to further subdivide the shares of the Acquiring Fund into one or more other classes of shares.

Voting Rights of Shareholders. Holders of shares of the Acquiring Fund are entitled to one vote per share on matters as to which they are entitled to vote, with fractional shares voting proportionally. The Acquiring Fund operates as a series of Nuveen Investment Trust, an open-end management investment company registered with the SEC under the 1940 Act. Nuveen Investment Trust currently has 15 series, including the Acquiring Fund and the Value Fund, and the Board may, in its sole discretion, create additional series from time to time. Each class of shares represents an interest in the same portfolio of investments of the Acquiring 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. In addition to the specific voting rights described above, shareholders of the Acquiring Fund are entitled, under current law, to vote with respect to certain other matters, including changes in fundamental investment policies and restrictions. Moreover, shareholders owning at least 10% of the outstanding shares entitled to vote may request that the Board call a special shareholders’ meeting to remove Trustees or for any other purpose. The Board of Trustees of Nuveen Investment 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.

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 Nuveen Investment Trust contains an express disclaimer of shareholder liability for acts or obligations of Nuveen Investment Trust and requires that notice of this

 

34


disclaimer be given in each agreement, obligation or instrument entered into or executed by Nuveen Investment Trust or the trustees. Nuveen Investment Trust’s declaration of trust further provides for indemnification out of the assets and property of Nuveen Investment Trust for all losses and expenses of any shareholder held personally liable for the obligations of Nuveen Investment 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 Nuveen Investment Trust or the Acquiring Fund itself was unable to meet its obligations. Nuveen Investment Trust believes the likelihood of the occurrence of these circumstances is remote.

Continuation of Shareholder Accounts and Plans; Change in Exchange Privileges; Share Certificates

With respect to each Reorganization, if the Reorganization is approved the Acquiring Fund will establish an account for each Target Fund shareholder containing the appropriate number of shares of the appropriate class of the Acquiring Fund. The shareholder services and shareholder programs of the Funds are substantially the same. Shareholders of a Target Fund who are accumulating shares through systematic investing, or who are receiving payments under the systematic withdrawal plan, will retain the same rights and privileges after the Reorganization through plans maintained by the Acquiring Fund. No certificates for Acquiring Fund shares will be issued as part of the Reorganizations.

Service Providers

State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111, serves as the custodian for the assets of each Fund. Boston Financial Data Services, Inc. serves as the transfer agent, shareholder services agent and dividend paying agent for each Fund. PricewaterhouseCoopers LLP serves as the independent auditors for each Fund. Nuveen Securities, LLC, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as principal underwriter for each Fund.

Material Federal Income Tax Consequences

With respect to each Reorganization, as a condition to a Fund’s obligation to consummate the Reorganization, the Fund will receive a tax opinion from Vedder Price P.C. (which opinion will be based on certain factual representations and certain customary assumptions and exclusions) with respect to the Reorganization substantially to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes:

 

  1. The transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for Acquiring Fund shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund, immediately followed by the pro rata, by class, distribution to the Target Fund shareholders of all the Acquiring Fund shares received by the Target Fund in complete liquidation of the Target Fund and the termination of the Target Fund as soon as practicable thereafter, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and the Target Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

 

  2. No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Target Fund solely in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund.

 

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  3. No gain or loss will be recognized by the Target Fund upon the transfer of all the Target Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of all such Acquiring Fund shares to Target Fund shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund.

 

  4. No gain or loss will be recognized by the Target Fund’s shareholders upon the exchange, pursuant to the Reorganization, of their Target Fund shares solely for Acquiring Fund shares.

 

  5. The aggregate basis of the Acquiring Fund shares received by each Target Fund shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder.

 

  6. The holding period of the Acquiring Fund shares received by each Target Fund shareholder in the Reorganization will include the period during which the Target Fund shares exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the effective time of the Reorganization.

 

  7. The basis of the Target Fund’s assets acquired by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the effective time of the Reorganization.

 

  8. The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund.

No opinion will be expressed as to (1) the effect of a Reorganization on a Target Fund, the Acquiring Fund or any Target Fund shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year (or on the termination thereof) or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

Each opinion will be based on certain factual representations and assumptions. The opinion will rely on such representations and will assume the accuracy of such representations. If such representations and assumptions are incorrect, the Reorganization may not qualify as a tax-free reorganization for federal income tax purposes, and the Target Fund and Target Fund shareholders may recognize taxable gain or loss as a result of the Reorganization.

Prior to the closing of its Reorganization, each Target Fund will declare a distribution to its shareholders, which together with all previous distributions, will have the effect of distributing to shareholders all of the Target Fund’s net investment income and realized net capital gains (after reduction by any available capital loss carryforwards), if any, through the Closing Date. To the extent distributions are attributable to ordinary taxable income or capital gains, the distribution will be taxable to shareholders for federal income tax purposes and may include net capital gains resulting from the sale of portfolio assets discussed below. Additional distributions may be made if necessary. All

 

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dividends and distributions will be reinvested in additional shares of the respective Target Fund unless a shareholder has made an election to receive dividends and distributions in cash. Dividends and distributions are treated the same for federal income tax purposes whether received in cash or additional shares.

To the extent that a portion of a Target Fund’s portfolio assets are sold prior to the Fund’s Reorganization, the federal income tax effect of such sales would depend on the holding periods of such assets and the difference between the price at which such portfolio assets were sold and the Fund’s basis in such assets. Any net capital gains (net long-term capital gain in excess of any net short-term capital loss) recognized in these sales, after the application of any available capital loss carryforwards (capital losses from prior taxable years that may be used to offset future capital gains), would be distributed to the Target Fund’s shareholders as capital gain dividends. Any net short-term capital gains (net short-term capital gain in excess of any net long-term capital loss and after application of any available capital loss carryforwards) would be distributed as ordinary dividends. All such distributions would be made during or with respect to the Target Fund’s taxable year in which the sale occurs and would be taxable to shareholders for federal income tax purposes.

As explained above, the Value Fund may experience portfolio turnover due to the modification of the Fund’s investment strategy removing the limitation on investments in non-U.S. equity securities, contingent on shareholder approval of the Reorganization. Both Target Funds may also experience portfolio turnover as a result of the termination of Tradewinds as the sub-adviser and the appointment of NWQ as the new sub-adviser to each Target Fund effective August 1, 2016 pursuant to interim sub-advisory agreements. To the extent a Target Fund realizes net losses from the sale of portfolio securities as part of the repositioning or otherwise described above, the net capital gain or net investment income to be distributed by the Target Fund prior to the closing of its Reorganization will be reduced. In the event the Target Fund realizes income or gain as a result of such sales, the net capital gain or net investment income to be distributed by the Target Fund will be increased if such income or gain cannot be offset by available capital loss carryforwards.

After the Reorganizations, the Acquiring Fund’s ability to use a Target Fund’s or the Acquiring Fund’s pre-Reorganization capital losses, if any, may be limited under certain federal income tax rules applicable to reorganizations of this type. Therefore, in certain circumstances, shareholders may pay federal income tax sooner, or may pay more federal income taxes, than they would have had the Reorganizations not occurred. The effect of these potential limitations, however, will depend on a number of factors, including the amount of the losses, the amount of gains to be offset, the exact timing of the Reorganizations and the amount of unrealized capital gains in the Funds at the time of the Reorganizations. As of June 30, 2016, the Funds had unused capital loss carryforwards available for federal income tax purposes to be applied against capital gains, if any, per the table below.

 

     All-Cap Fund      Value Fund      Acquiring Fund  

Capital Losses to be carried forward

   $ 189,651,497                   
  

 

 

    

 

 

    

 

 

 

The All-Cap Fund’s capital loss carryforward arose in taxable years beginning after December 22, 2010 and can be carried forward indefinitely.

In addition, shareholders of each Target Fund will receive a proportionate share of any taxable income and gains realized by the Acquiring Fund and not distributed to its shareholders prior to the Reorganizations when such income and gains are eventually distributed by the Acquiring Fund. This

 

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may include any gain realized by the Acquiring Fund as a result of the sale of the Acquiring Fund’s portfolio investments to meet redemption requests following the closing of the Reorganizations and the merger of the closed-end fund previously sub-advised by Tradewinds with and into the wholly-owned subsidiary of the Acquiring Fund that is part of the Restructuring Proposals discussed above. Furthermore, any gain the Acquiring Fund realizes after the Reorganizations, including any built-in gain in the portfolio investments of the Target Funds and Acquiring Fund that was unrealized at the time of the Reorganizations, may result in taxable distributions to shareholders holding shares of the Acquiring Fund (including former shareholders of the Target Funds who hold shares of the Acquiring Fund following the Reorganizations). As a result, shareholders of a Target Fund may receive a greater amount of taxable distributions than they would have had their Fund’s Reorganization not occurred.

This description of the federal income tax consequences of the Reorganizations is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisors as to the specific consequences to them of the Reorganizations, including the applicability and effect of state, local, non-U.S. and other tax laws.

Reorganization Expenses

The expenses associated with each Reorganization include, but are not limited to, legal and auditing fees, the costs of printing and distributing this Joint Proxy Statement/Prospectus, and the solicitation expenses discussed below. The costs of the Reorganizations are estimated to be approximately $340,000. If Target Fund shareholders approve the Reorganization of their Fund and it is completed, the Reorganization is expected to result in cost savings for the Target Fund. Nuveen Fund Advisors estimates that the cost savings during the first year following the Reorganizations will be approximately $80,000 for the All-Cap Fund and approximately $110,000 for the Value Fund. The costs of the Reorganizations will be allocated between the Target Funds ratably based on each Target Fund’s portion of the projected total cost savings during the first year following the Reorganizations. The cost allocated to and borne by each Target Fund will be capped at the Fund’s projected cost savings from the Reorganizations, if any, during the first year following the Reorganizations, and will also be subject to the Fund’s annual operating expense limitation agreed to by the Adviser. The Adviser or an affiliate will pay the remaining costs of the Reorganizations beyond the amount allocated to the Target Funds. As a result, the All-Cap Fund is expected to be charged approximately $80,000, the Value Fund is expected to be charged approximately $110,000 and the Adviser is expected to be charged approximately $150,000 for expenses related to the Reorganizations. The Acquiring Fund is not estimated to experience any cost savings in the first year following the Reorganizations due to the Reorganizations and therefore is not expected to be allocated any costs associated with the Reorganizations. Each Target Fund is expected to recover its allocated cost of the Reorganizations within the first year following the Reorganizations, assuming that annual cost savings occur at the levels shown above. If a Reorganization is not approved or completed with respect to a Target Fund, the Adviser or an affiliate will pay all expenses associated with the Reorganization. Based on current expense levels, it is anticipated that the Target Funds’ expenses will exceed their expense caps and the Adviser or an affiliate will reimburse all of the Reorganization expenses charged to the Funds.

The Target Funds have engaged Computershare Fund Services to assist in the solicitation of proxies at an estimated cost of $21,000, which is included in the expense estimate above.

In addition, NWQ was appointed as the Target Funds’ new sub-adviser effective as of August 1, 2016 pursuant to interim sub-advisory agreements, which is separate from the Reorganizations. With

 

38


respect to the All-Cap Fund, in connection with the transition to NWQ it is estimated that approximately 81.55% of the Fund’s investment portfolio as of July 31, 2016 will be sold. Such portfolio repositioning commenced August 1, 2016 in connection with the appointment of NWQ as sub-adviser and is not contingent on shareholder approval or completion of the Fund’s Reorganization. It is estimated that such portfolio repositioning would have resulted in brokerage commissions or other transaction costs of approximately $143,924 for the All-Cap Fund, based on average commission rates charged by transition managers, if such sales occurred on August 1, 2016. These transaction costs represent expenses of the All-Cap Fund that are not subject to the Fund’s expense cap and will be borne by the Fund and indirectly borne by the Fund’s shareholders. Capital gains from such portfolio sales are not expected to result in increased distributions of net capital gain or net investment income due to the All-Cap Fund’s available capital loss carryforwards.

With respect to the Value Fund, in connection with the transition to NWQ it is estimated that approximately 75.6% of the Fund’s investment portfolio as of July 31, 2016 will be sold. Such portfolio repositioning commenced August 1, 2016 in connection with the appointment of NWQ as sub-adviser and is not contingent on shareholder approval or completion of the Fund’s Reorganization. If shareholders of the Value Fund approve the Reorganization, the Board has approved the elimination of the Fund’s policy of investing no more than 35% of the Fund’s net assets in non-U.S. securities. Following that change, the Target Fund expects to increase its allocation to non-U.S. securities by approximately 5-7% from cash and sales of securities constituting approximately 1.1% of the Fund’s portfolio as of July 31, 2016. It is estimated that portfolio repositioning in connection with the transition to NWQ and the investment policy change would have resulted in brokerage commissions or other transaction costs of approximately $304,784 for the Value Fund, based on average commission rates charged by transition managers, if such sales occurred on August 1, 2016. These transaction costs represent expenses of the Value Fund that are not subject to the Fund’s expense cap and will be borne by the Fund and indirectly borne by the Fund’s shareholders. Capital gains from such portfolio sales in connection with the transition to NWQ and the elimination of the Value Fund’s investment limitation in non-U.S. securities may result in increased distributions of net capital gain and net investment income. If such sales occurred as of August 1, 2016, the sales would have resulted in increased distributions of net capital gain or net investment income of approximately $1.1013 per share.

Taking into account the repositioning of the Target Funds, the Acquiring Fund is not expected to sell a material portion (less than 5% of net assets) of a Target Fund’s assets received in the Reorganizations in order to meet its investment policies and restrictions.

The completion of a Target Fund’s portfolio repositioning in connection with the appointment of NWQ as sub-adviser is not contingent on the completion of its proposed Reorganization. The costs of the portfolio repositioning are not included in the estimated costs of the Reorganizations set forth above.

Overview of Massachusetts Business Trusts

Each Fund is a series of a Massachusetts business trust. Nuveen Investment Trust II, of which the All-Cap Fund is a series, was organized on June 27, 1997. Nuveen Investment Trust, of which the Value Fund and the Acquiring Fund are series, was organized on May 6, 1996. The following description is based on relevant provisions of applicable Massachusetts law and each Trust’s operative documents. This summary does not purport to be complete and we refer you to applicable Massachusetts law and each Trust’s operative documents.

 

39


In General

A fund organized as a Massachusetts business trust is governed by the trust’s declaration of trust or similar instrument. Massachusetts law allows the trustees of a business trust to set the terms of a fund’s governance in its declaration of trust. All power and authority to manage the fund and its affairs generally reside with the trustees, and shareholder voting and other rights are limited to those provided to the shareholders in the declaration of trust.

Because Massachusetts law governing business trusts provides more flexibility compared to typical state corporate statutes, the Massachusetts business trust is a common form of organization for investment companies, including both closed-end funds and open-end funds. However, some consider it less desirable than other entities because it relies on the terms of the applicable declaration of trust and judicial interpretations rather than statutory provisions for substantive issues, such as the personal liability of shareholders and trustees, and does not provide the level of certitude that corporate laws, or newer statutory trust laws such as those of Delaware, provide.

Shareholders of a Massachusetts business trust are not afforded the statutory limitation of personal liability for the trust’s obligations generally afforded to shareholders of a corporation. Instead, the declaration of trust of a fund organized as a Massachusetts business trust typically provides that a shareholder will not be personally liable, and further provides for indemnification to the extent that a shareholder is found personally liable, for the fund’s acts or obligations. The declaration of trust for each Fund contains such provisions.

Similarly, the trustees of a Massachusetts business trust are not afforded statutory protection from personal liability for the obligations of the trust. However, courts in Massachusetts have recognized limitations of a trustee’s personal liability in contract actions for the obligations of a trust contained in the trust’s declaration of trust, and declarations of trust may also provide that trustees may be indemnified out of the assets of the trust to the extent held personally liable. The declaration of trust for each Fund contains such provisions.

The Funds

Nuveen Investment Trust II, of which the All-Cap Fund is a series, and Nuveen Investment Trust, of which the Value Fund and the Acquiring Fund are series, are each organized as a Massachusetts business trust and are governed by their respective declarations of trust and by-laws. Under each Trust’s declaration of trust (each a “Declaration of Trust” and collectively, the “Declarations of Trust”), any determination made by the Trustees in good faith is conclusive, and in construing the provisions of the Declarations of Trust, there is a presumption in favor of a grant of power to the Trustees. Further, each Declarations of Trust provides that certain determinations made in good faith by the Trustees are binding upon the Trust’s series and its shareholders, and shares of the Trust are issued and sold on the condition and understanding, evidenced by the purchase of shares, that any and all such determinations will be so binding. The following is a summary of some of the key provisions of the Trusts’ governing documents.

Shareholder Voting. The 1940 Act requires a vote of shareholders on matters that Congress has determined might have a material effect on shareholders and their investments. For example, shareholder consent is required under the 1940 Act to approve new investment advisory agreements in many cases, an increase in an advisory fee or a 12b-1 fee, changes to fundamental policies, the election of directors or trustees in certain circumstances, and the merger or reorganization of a fund in certain

 

40


circumstances, particularly where the merger or consolidation involves an affiliated party. The Declarations of Trust require a shareholder vote on matters in addition to those required under the 1940 Act, such as certain mergers, consolidations and sales of assets, derivative actions (to the same extent as shareholders of a Massachusetts business corporation) and certain amendments to the Declarations of Trust. Shareholders have no power to vote on any matter except as required by applicable law, the governing documents, or as otherwise determined by the Trustees.

There are ordinarily no annual meetings of shareholders, but special meetings may be called by the Trustees or certain officers and by the written request of shareholders owning at least 10% of the outstanding shares entitled to vote. The by-laws of each Trust provide that the holders of a majority of the voting power of the shares of beneficial interest of a fund entitled to vote at a meeting shall constitute a quorum for the transaction of business. Except as may otherwise be required by the 1940 Act, the Declarations of Trust or the by-laws, the Declarations of Trust provide that the affirmative vote of the holders of a majority (more than 50%) of the shares present in person or by proxy and entitled to vote at a meeting of shareholders at which a quorum is present is required to approve a matter, except in the case of the election of trustees, which requires only a plurality vote, and for events to which other voting provisions apply under the 1940 Act or the Declaration of Trust and by-laws, such as the super- majority voting provisions applicable in certain circumstances with respect to a merger, consolidation or dissolution of, or sale of substantially all of the assets by, a fund. Shareholders have no power to vote on any matter except as required by applicable law or the governing documents, or as is otherwise determined by the trustees.

Election and Removal of Trustees. The Declarations of Trust provide that the trustees determine the size of the Board, subject to a minimum of two and a maximum of twelve, and to set and alter the terms of office of the trustees, and may make their terms of unlimited duration. It also provides that vacancies on the Board may be filled by the remaining trustees, except when election by the shareholders is required under the 1940 Act. Therefore, there will normally be no meetings of shareholders for the purpose of electing trustees unless and until such time as required by law. Trustees are then elected by a plurality vote of the shareholders. With respect to each series of a Trust, a trustee may be removed only for cause and only by written instrument signed by at least two-thirds of the remaining trustees, or by action of at least two-thirds of the outstanding shares.

Issuance of Shares. Under the Declarations of Trust, the trustees are permitted to issue an unlimited number of shares for such consideration and on such terms as the trustees may determine. Shareholders are not entitled to any preemptive rights or other rights to subscribe to additional shares, except as the trustees may determine. Shares are subject to such other preferences, conversion, exchange or similar rights, as the trustees may determine.

Series and Classes. The Declarations of Trust give broad authority to the trustees to establish series and classes in addition to those currently established and to determine the rights and preferences, conversion rights, voting powers, restrictions, limitations, qualifications or terms or conditions of redemptions of the shares of the series and classes. The trustees are also authorized to terminate a series or a class without a vote of shareholders under certain circumstances.

Amendments to Declarations of Trust. Amendments to the Declarations of Trust generally require the consent of shareholders owning more than 50% of shares entitled to vote, voting in the aggregate and not by series or class, unless the amendment affects the holders of one or more series or classes of shares but not the holders of all outstanding series or classes of shares, in which case the

 

41


holders of the affected series or classes of shares shall vote separately. Certain amendments may be made by the trustees without a shareholder vote. For each Trust, any amendment to the provisions relating to the qualification and number, term and election, resignation and removal, or certain other provisions regarding the Trustees contained in its Declaration of Trust requires the approval of two-thirds of the outstanding shares, voting in the aggregate and not by series or class, except to the extent that applicable law or the Declaration of Trust may require voting by series or class.

Shareholder, Trustee and Officer Liability. The Declarations of Trust provide that shareholders have no personal liability for any debt or obligation of their respective Trust and require the Trust to indemnify a shareholder from any loss or expense arising solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reasons. In addition, each Trust will assume the defense of any claim against its shareholder for personal liability at the request of the shareholder. Similarly, the Declarations of Trust provide that any person who is a trustee, officer or employee of the Trust is not personally liable to any person in connection with the affairs of the Trust, other than to the Trust and its shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his or her duty. The Declarations of Trust further provide for indemnification of such persons and advancement of the expenses of defending any such actions for which indemnification might be sought. The Declarations of Trust also provide that the trustees may rely in good faith on expert advice.

Preemptive Rights. Pursuant to the Declarations of Trust, shareholders have no preemptive rights or other rights to subscribe to additional shares except as the Trustees may determine.

Derivative Actions. Massachusetts has what is commonly referred to as a “universal demand statute,” which requires that a shareholder make a written demand on the board, requesting the board members to bring an action, before the shareholder is entitled to bring or maintain a court action or claim on behalf of the entity.

The forgoing is only a summary of certain rights of shareholders under the governing documents of each Trust and under applicable state law, and is not a complete description of provisions contained in those sources. Shareholders should refer to the provisions of those documents and state law directly for a more thorough description.

Capitalization

The following tables set forth the unaudited capitalization of each Target Fund and the Acquiring Fund as of June 30, 2016, and the pro forma capitalization of the combined fund under the following four scenarios (i) assuming only the Reorganization of the All-Cap Fund into the Acquiring Fund occurred, (ii) assuming only the Reorganization of the Value Fund into the Acquiring Fund occurred, (iii) assuming both Reorganizations occurred, and (iv) assuming both Reorganizations and the Merger occurred. Because each Reorganization is not contingent upon the other Reorganization or the Merger, one Reorganization may occur regardless of whether the other Reorganization or the Merger is approved or completed. There is no assurance that either Reorganization or the Merger will occur. These numbers may differ at the closing dates of the Reorganizations and the Merger.

 

42


Capitalization Table as of June 30, 2016 (Unaudited) (if only the All-Cap Fund Reorganization had occurred)

 

     All-Cap Fund      Nuveen NWQ
Global Equity
Income Fund
(Acquiring
Fund)
     Pro Forma
Adjustments
    Nuveen NWQ
Global  Equity
Income Fund
Pro Forma
(All-Cap Fund
Reorganization)(1)
 

Net Assets

          

Class A

   $ 25,612,173       $ 1,599,347       $ (143,086 )(2)    $ 27,068,434   

Class C

     23,782,467         381,761         (132,864 )(2)      24,031,364   

Class R3

     383,659         305,706         (2,143 )(2)      687,222   

Class I

     27,311,896         49,541,635         (152,581 )(2)      76,700,950   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 77,090,195       $ 51,828,449       $ (430,674   $ 128,487,970   
  

 

 

    

 

 

    

 

 

   

 

 

 

Shares Outstanding

          

Class A

     1,008,699         65,351         31,994 (3)      1,106,044   

Class C

     946,268         15,635         22,300 (3)      984,203   

Class R3

     15,147         12,500         453 (3)      28,100   

Class I

     1,075,539         2,023,898         33,988 (3)      3,133,425   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

     3,045,653         2,117,384         88,735        5,251,772   
  

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value Per Share

          

Class A

   $ 25.39       $ 24.47         $ 24.47   

Class C

   $ 25.13       $ 24.42         $ 24.42   

Class R3

   $ 25.33       $ 24.46         $ 24.46   

Class I

   $ 25.39       $ 24.48         $ 24.48   

Shares Authorized

          

Class A

     Unlimited         Unlimited           Unlimited   

Class C

     Unlimited         Unlimited           Unlimited   

Class R3

     Unlimited         Unlimited           Unlimited   

Class I

     Unlimited         Unlimited           Unlimited   

 

(1) The pro forma balances are presented as if the Reorganization was effective as of June 30, 2016, and are presented for informational purposes only. The actual Closing Date of the Reorganization is expected to be on or about November 18, 2016, or such later time agreed to by the parties at which time the results would be reflective of the actual composition of shareholders’ equity as of that date. All pro forma adjustments are directly attributable to the Reorganizations.
(2) The costs associated with the proposed Reorganization are estimated to be approximately $90,000, of which approximately $80,000 is expected to be charged to the All-Cap Fund and approximately $10,000 is expected to be charged to the Adviser, as further described in this Joint Proxy Statement/Prospectus. The Acquiring Fund is not expected to realize cost savings from the Reorganization, and therefore no costs are expected be charged to the Acquiring Fund. Based on current expense levels, it is anticipated that the All-Cap Fund’s expenses will exceed its expense cap and the Adviser or an affiliate will reimburse all of the Reorganization expenses charged to the All-Cap Fund, and, therefore, the figures do not reflect the $80,000 expected to be charged to the All-Cap Fund or the other costs of the Reorganization described above. Furthermore, the figures assume the All-Cap Fund distributes its undistributed net investment income of $430,674 prior to the Reorganization.
(3) Reflects the issuance by the Acquiring Fund of approximately 1,040,693 Class A shares, 968,568 Class C shares, 15,600 Class R3 shares and 1,109,527 Class I shares to Class A, Class C, Class R3 and Class I shareholders, respectively, of the All-Cap Fund in connection with the Reorganization.

 

43


Capitalization Table as of June 30, 2016 (Unaudited) (if only the Value Fund Reorganization had occurred)

 

     Value Fund      Nuveen NWQ
Global Equity
Income Fund
(Acquiring
Fund)
     Pro Forma
Adjustments
    Nuveen NWQ
Global Equity
Income Fund

Pro Forma
(Value Fund
Reorganization)(1)
 

Net Assets

          

Class A

   $ 80,119,795       $ 1,599,347       $ (5,175,436 )(2)    $ 76,543,706   

Class C

     72,821,746         381,761         (4,704,009 )(2)      68,499,498   

Class R3

     2,267,436         305,706         (146,468 )(2)      2,426,674   

Class I

     105,123,304         49,541,635         (6,790,567 )(2)      147,874,372   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 260,332,281       $ 51,828,449       $ (16,816,480   $ 295,344,250   
  

 

 

    

 

 

    

 

 

   

 

 

 

Shares Outstanding

          

Class A

     2,651,128         65,351         411,175 (3)      3,127,654   

Class C

     2,500,348         15,635         289,408 (3)      2,805,391   

Class R3

     75,012         12,500         11,712 (3)      99,224   

Class I

     3,459,299         2,023,898         557,841 (3)      6,041,038   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

     8,685,787         2,117,384         1,270,136        12,073,307   
  

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value Per Share

          

Class A

   $ 30.22       $ 24.47         $ 24.47   

Class C

   $ 29.12       $ 24.42         $ 24.42   

Class R3

   $ 30.23       $ 24.46         $ 24.46   

Class I

   $ 30.39       $ 24.48         $ 24.48   

Shares Authorized

          

Class A

     Unlimited         Unlimited           Unlimited   

Class C

     Unlimited         Unlimited           Unlimited   

Class R3

     Unlimited         Unlimited           Unlimited   

Class I

     Unlimited         Unlimited           Unlimited   

 

(1) The pro forma balances are presented as if the Reorganization was effective as of June 30, 2016, and are presented for informational purposes only. The actual Closing Date of the Reorganization is expected to be on or about November 18, 2016, or such later time agreed to by the parties at which time the results would be reflective of the actual composition of shareholders’ equity as of that date. All pro forma adjustments are directly attributable to the Reorganization.
(2) The costs associated with the proposed Reorganization are estimated to be approximately $250,000, of which approximately $110,000 is expected to be charged to the Value Fund and approximately $140,000 is expected to be charged to the Adviser, as further described in this Joint Proxy Statement/Prospectus. The Acquiring Fund is not expected to realize cost savings from the Reorganization, and therefore no costs are expected to be charged to the Acquiring Fund. Based on current expense levels, it is anticipated that the Value Fund’s expenses will exceed its expense cap and the Adviser or an affiliate will reimburse all of the Reorganization expenses charged to the Value Fund, and, therefore, the figures do not reflect the $110,000 expected to be charged to the Value Fund or the other costs of the Reorganization described above. Furthermore, the figures assume the Value Fund distributes its undistributed net investment income of $3,756,082 and accumulated net realized gains of $13,060,398 prior to the Reorganization.
(3) Reflects the issuance by the Acquiring Fund of approximately 3,062,303 Class A shares, 2,789,756 Class C shares, 86,724 Class R3 shares and 4,017,140 Class I shares to Class A, Class C, Class R3 and Class I shareholders, respectively, of the Value Fund in connection with the Reorganization.

 

44


Capitalization Table as of June 30, 2016 (Unaudited) (if both Reorganizations had occurred)

 

     All-Cap Fund      Value Fund      Nuveen NWQ
Global  Equity

Income Fund
(Acquiring
Fund)
     Pro Forma
Adjustments
    Nuveen NWQ
Global Equity
Income Fund
Pro Forma (Both
Reorganizations)(1)
 

Net Assets

             

Class A

   $ 25,612,173       $ 80,119,795       $ 1,599,347       $ (5,318,522 )(2)    $ 102,012,793   

Class C

     23,782,467         72,821,746         381,761         (4,836,873 )(2)      92,149,101   

Class R3

     383,659         2,267,436         305,706         (148,611 )(2)      2,808,190   

Class I

     27,311,896         105,123,304         49,541,635         (6,943,148 )(2)      175,033,687   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 77,090,195       $ 260,332,281       $ 51,828,449       $ (17,247,154   $ 372,003,771   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Shares Outstanding

             

Class A

     1,008,699         2,651,128         65,351         443,169 (3)      4,168,347   

Class C

     946,268         2,500,348         15,635         311,708 (3)      3,773,959   

Class R3

     15,147         75,012         12,500         12,165 (3)      114,824   

Class I

     1,075,539         3,459,299         2,023,898         591,828 (3)      7,150,564   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

     3,045,653         8,685,787         2,117,384         1,358,870        15,207,694   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value Per Share

             

Class A

   $ 25.39       $ 30.22       $ 24.47         $ 24.47   

Class C

   $ 25.13       $ 29.12       $ 24.42         $ 24.42   

Class R3

   $ 25.33       $ 30.23       $ 24.46         $ 24.46   

Class I

   $ 25.39       $ 30.39       $ 24.48         $ 24.48   

Shares Authorized

             

Class A

     Unlimited         Unlimited         Unlimited           Unlimited   

Class C

     Unlimited         Unlimited         Unlimited           Unlimited   

Class R3

     Unlimited         Unlimited         Unlimited           Unlimited   

Class I

     Unlimited         Unlimited         Unlimited           Unlimited   

 

(1) The pro forma balances are presented as if the Reorganizations were effective as of June 30, 2016, and are presented for informational purposes only. The actual Closing Date of the Reorganizations is expected to be on or about November 18, or such later time agreed to by the parties at which time the results would be reflective of the actual composition of shareholders’ equity as of that date. All pro forma adjustments are directly attributable to the Reorganizations.
(2) The costs associated with the proposed Reorganizations are estimated to be approximately $340,000, of which approximately $80,000 is expected to be charged to the All-Cap Fund, approximately $110,000 is expected to be charged to the Value Fund and approximately $150,000 is expected to be charged to the Adviser, as further described in this Joint Proxy Statement/Prospectus. The Acquiring Fund is not expected to realize cost savings from the Reorganizations, and therefore no costs are expected to be charged to the Acquiring Fund. Based on current expense levels, it is anticipated that the Target Funds’ expenses will exceed their respective expense caps and the Adviser or an affiliate will reimburse all of the Reorganization expenses charged to each Target Fund, and, therefore, the figures do not reflect the $80,000 and $110,000 expected to be charged to the All-Cap Fund and the Value Fund, respectively, or the other costs of the Reorganization described above. Furthermore, figures assume that, prior to the Reorganizations, the All-Cap Fund and the Value Fund distribute undistributed net investment income of $430,674 and $3,756,082, respectively, and the Value Fund distributes accumulated net realized gains of $13,060,398.
(3) Reflects the issuance by the Acquiring Fund of approximately 1,040,693 Class A shares, 968,568 Class C shares, 15,600 Class R3 shares and 1,109,527 Class I shares to Class A, Class C, Class R3 and Class I shareholders, respectively, of the All-Cap Fund, and the issuance by the Acquiring Fund of approximately 3,062,303 Class A shares, 2,789,756 Class C shares, 86,724 Class R3 shares and 4,017,140 Class I shares to Class A, Class C, Class R3 and Class I shareholders, respectively, of the Value Fund in connection with the Reorganizations.

 

45


Capitalization Table as of June 30, 2016 (Unaudited) (if both Reorganizations and the Merger had occurred)

 

     All-Cap Fund      Value Fund      Nuveen NWQ
Global Equity
Income Fund
(Acquiring
Fund)
     Nuveen NWQ
Global Equity
Income Fund
Pro Forma
(Both
Reorganizations
and the
Merger)(1)
 

Net Assets

           

Class A

   $ 25,612,173       $ 80,119,795       $ 1,599,347       $ 192,743,364   

Class C

     23,782,467         72,821,746         381,761         92,149,101   

Class R3

     383,659         2,267,436         305,706         2,808,190   

Class I

     27,311,896         105,123,304         49,541,635         175,033,687   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 77,090,195       $ 260,332,281       $ 51,828,449       $ 462,734,342   
  

 

 

    

 

 

    

 

 

    

 

 

 

Shares Outstanding

           

Class A

     1,008,699         2,651,128         65,351         7,875,691   

Class C

     946,268         2,500,348         15,635         3,773,959   

Class R3

     15,147         75,012         12,500         114,824   

Class I

     1,075,539         3,459,299         2,023,898         7,150,564   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,045,653         8,685,787         2,117,384         18,915,038   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value Per Share

           

Class A

   $ 25.39       $ 30.22       $ 24.47       $ 24.47   

Class C

   $ 25.13       $ 29.12       $ 24.42       $ 24.42   

Class R3

   $ 25.33       $ 30.23       $ 24.46       $ 24.46   

Class I

   $ 25.39       $ 30.39       $ 24.48       $ 24.48   

Shares Authorized

           

Class A

     Unlimited         Unlimited         Unlimited         Unlimited   

Class C

     Unlimited         Unlimited         Unlimited         Unlimited   

Class R3

     Unlimited         Unlimited         Unlimited         Unlimited   

Class I

     Unlimited         Unlimited         Unlimited         Unlimited   

 

(1) The pro forma balances are presented as if the Reorganizations and the Merger were effective as of June 30, 2016, and are presented for informational purposes only. The actual Closing Dates of the Reorganizations and the Merger are expected to be on or about November 18, 2016 and October 7, 2016, respectively, or such later times agreed to by the parties at which time the results would be reflective of the actual composition of shareholders’ equity as of that date.

Legal Matters

Certain legal matters concerning the issuance of Class A, Class C, Class R3 and Class I shares of the Acquiring Fund pursuant to the Agreements will be passed on by Morgan, Lewis & Bockius LLP, Boston, Massachusetts.

Information Filed with the Securities and Exchange Commission

This Joint Proxy Statement/Prospectus and the related Statement of Additional Information do not contain all the information set forth in the registration statements and the exhibits relating thereto and the annual and semi-annual reports which the Funds have filed with the SEC pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the 1940 Act, to which

 

46


reference is hereby made. The SEC file number for the registration statement containing the current Prospectus and Statement of Additional Information for the All-Cap Fund is Registration No. 811-08333, the SEC file number for the registration statement containing the current Prospectus and Statement of Additional Information for the Value Fund and the Acquiring Fund is Registration No. 811-07619. Such Prospectuses and Statements of Additional Information relating to the Funds are incorporated herein by reference, only insofar as they relate to the Funds.

In addition, the annual and semi-annual reports for Nuveen Global Equity Income Fund are incorporated herein by reference, insofar as those documents relate to Nuveen Global Equity Income Fund. The SEC file number for the annual and semi-annual reports for Nuveen Global Equity Income Fund is File No. 811-21903.

 

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PROPOSAL NO. 2—APPROVAL OF NEW SUB-ADVISORY AGREEMENTS

Background

Under separate investment management agreements between Nuveen Fund Advisors, LLC (previously defined as “Nuveen Fund Advisors” or the “Adviser”) and Nuveen Investment Trust II, on behalf of the All-Cap Fund, and between Nuveen Fund Advisors and Nuveen Investment Trust, on behalf of the Value Fund (each an “Investment Management Agreement” and together, the “Investment Management Agreements”), Nuveen Fund Advisors serves as each Target Fund’s investment adviser and is responsible for each Target Fund’s overall investment strategy and the implementation thereof. The Investment Management Agreement with respect to the All-Cap Fund, which is dated October 1, 2014, was approved by the shareholders of the All-Cap Fund on September 19, 2014 and was last approved for continuance by the Board at an in-person meeting held on May 24-26, 2016. The Investment Management Agreement with respect to the Value Fund, which is dated October 1, 2014, was approved by the shareholders of the Value Fund on September 19, 2014 and was last approved for continuance by the Board at an in-person meeting held on May 24-26, 2016.

Tradewinds Global Investors, LLC (previously defined as “Tradewinds”), an affiliate of the Adviser, served as the sub-adviser to each Target Fund until August 1, 2016, pursuant to investment sub-advisory agreements between Nuveen Fund Advisors and Tradewinds with respect to each Target Fund (each a “Former Sub-Advisory Agreement” and together, the “Former Sub-Advisory Agreements”).

As part of an internal reorganization, the Adviser intends to wind down the operations of Tradewinds and has transferred a number of Tradewinds’ existing equity mandates to NWQ Investment Management Company, LLC (previously defined as “NWQ”), also an affiliate of the Adviser. In connection with the wind down of Tradewinds, Nuveen Fund Advisors recommended the appointment of NWQ to replace Tradewinds as the sub-adviser to each Target Fund.

At an in-person meeting held on May 24-26, 2016, the Target Funds’ Board, including the Board Members who are not parties to the Investment Management Agreement or any sub-advisory agreement entered into by Nuveen Fund Advisors with respect to the Target Funds or who are not otherwise “interested persons” (as defined in the 1940 Act) of the Funds, the Adviser or any sub-adviser (previously defined as the “Independent Board Members”), unanimously approved the appointment of NWQ as the sub-adviser to each Target Fund on an interim basis pursuant to interim sub-advisory agreements between Nuveen Fund Advisors and NWQ with respect to each Target Fund (each an “Interim Sub-Advisory Agreement” and together, the “Interim Sub-Advisory Agreements”) as permitted by Rule 15a-4 under the 1940 Act, with NWQ’s services beginning on August 1, 2016. NWQ’s appointment as sub-adviser with respect to each Target Fund pursuant to the Interim Sub-Advisory Agreements will continue until the earlier of (1) 150 days after August 1, 2016, and (2) the Closing Date of the Reorganization with respect to the Target Fund described under “Proposal No. 1.”

In the event a Reorganization is not approved by shareholders, or is not consummated prior to the termination of the Target Fund’s Interim Sub-Advisory Agreement, at the in-person meeting held on May 24-26, 2016, the Board, including the Independent Board Members, also unanimously approved the longer term appointment of NWQ as the sub-adviser to each Target Fund pursuant to new sub-advisory agreements between Nuveen Fund Advisors and NWQ (each a “New Sub-Advisory Agreement” and together, the “New Sub-Advisory Agreements”) and unanimously recommended approval of the New Sub-Advisory Agreements by the shareholders of the respective Target Funds.

 

48


As further described below under “Board Considerations,” the Board concluded that the terms of the New Sub-Advisory Agreements were fair and reasonable and that the sub-adviser’s fees are reasonable in light of the services to be provided to the Target Funds.

If the shareholders of a Target Fund approve the New Sub-Advisory Agreement for their Fund and the Reorganization of the Fund is not approved, or is not consummated prior to the termination of the Interim Sub-Advisory Agreement, NWQ will continue to serve as the sub-adviser to the Target Fund under the terms of the New Sub-Advisory Agreement.

Comparison of Former Sub-Advisory Agreements and New Sub-Advisory Agreements

With the exception of the identity of the sub-adviser and the date of effectiveness, the terms of the New Sub-Advisory Agreements are substantially identical to those of the Former Sub-Advisory Agreements, with respect to each Target Fund. If approved by its respective shareholders, each Target Fund’s New Sub-Advisory Agreement is set to expire initially on August 1, 2017, unless continued. Each New Sub-Advisory Agreement will continue in effect from year to year thereafter if such continuance is approved at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. A form of the New Sub-Advisory Agreement is attached hereto as Appendix B.

Below is a comparison of certain terms of the Former Sub-Advisory Agreements to the terms of the New Sub-Advisory Agreements.

Sub-Advisory Services

The types of sub-advisory services to be provided by NWQ to each Target Fund under its New Sub-Advisory Agreement will be identical to those sub-advisory services provided by Tradewinds under such Target Fund’s Former Sub-Advisory Agreement. Both the Former Sub-Advisory Agreements and the New Sub-Advisory Agreements provide that the sub-adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities, subject to the oversight of the Board and the Adviser. Both the Former Sub-Advisory Agreements and the New Sub-Advisory Agreements provide that, in performing its duties, the sub-adviser will monitor the respective Target Fund’s investments and will comply with the provisions of the Target Fund’s organizational documents and the stated investment objective, policies and restrictions of the Target Fund.

Brokerage

Both the Former Sub-Advisory Agreements and the New Sub-Advisory Agreements authorize the sub-adviser to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Target Fund, subject to the sub-adviser’s obligation to obtain best execution under the circumstances, which may take account of the overall quality of brokerage and research services provided to the sub-adviser.

Fees

Under both the Former Sub-Advisory Agreements and the New Sub-Advisory Agreements, the Adviser pays the sub-adviser a portfolio management fee, payable monthly, out of the investment management fee that the Adviser receives from the Target Fund as compensation for the services provided by the sub-adviser. For each Target Fund, under its Former Sub-Advisory Agreement and the

 

49


New Sub-Advisory Agreement, the sub-adviser receives a portfolio management fee equal to 50.0% of the remainder of (a) the investment management fee payable by the Target Fund to the Adviser less (b) any management fees, expenses, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Target Fund.

The following table sets forth the fees that the Adviser paid to Tradewinds for portfolio management services with respect to each Target Fund during the Fund’s fiscal year indicated below.

 

     Fees Under Old
Sub-Advisory  Agreement
     Fiscal  Year
Ended
 

All-Cap Fund

   $ 600,388         July 31, 2015   

Value Fund

   $ 1,133,947         June 30, 2016   

Payment of Expenses

Under the Former Sub-Advisory Agreements and the New Sub-Advisory Agreements, the sub-adviser will pay all expenses it incurs in connection with its activities under the agreement other than the cost of securities (including brokerage commission, if any) purchased for the Target Funds.

Limitation on Liability

The Former Sub-Advisory Agreements and the New Sub-Advisory Agreements provide that the sub-adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the respective Target Fund in connection with the performance of the sub-adviser’s duties under the agreement except for a loss resulting from the sub-adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the agreement.

Term

The Former Sub-Advisory Agreements originally were in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. The New Sub-Advisory Agreements, if approved by shareholders of the respective Target Fund, shall run for an initial period until August 1, 2017. The New Sub-Advisory Agreements shall continue in force from year to year after the initial period, but only as long as such continuance is specifically approved with respect to a Target Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder.

Termination

Each Former Sub-Advisory Agreement and New Sub-Advisory Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party to the agreement on sixty (60) days’ written notice to the other. The Former Sub-Advisory Agreements and the New Sub-Advisory Agreements may also be terminated with respect to a Target Fund by action of the Target Fund’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Sub-Adviser.

Each Former Sub-Advisory Agreement and each New Sub-Advisory Agreement also provide for termination at any time, without the payment of any penalty, by the Adviser, the Board or by vote of a majority of the outstanding voting securities of the respective Target Fund in the event that it is

 

50


established by a court of competent jurisdiction that the sub-adviser or any of officer or director of the sub-adviser has taken any action that results in a breach of the covenants of the sub-adviser set forth in the respective agreement.

Information about NWQ

NWQ is an affiliate of Nuveen Fund Advisors, the investment adviser to the Funds. Both the Adviser and NWQ are wholly-owned subsidiaries of Nuveen Investments located at 333 West Wacker Drive, Chicago, Illinois 60606, an operating division of TIAA Global Asset Management, the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA, located at 730 Third Avenue, New York, New York 10017, is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund (“CREF”).

In addition to serving as sub-adviser of the Funds, NWQ also serves as the sub-adviser to the Nuveen NWQ Global All-Cap Fund (formerly known as the Nuveen NWQ Global Equity Fund), which has an investment objective similar to that of the All-Cap Fund. NWQ receives a sub-advisory fee with respect to the Nuveen NWQ Global All-Cap Fund equal to 50.00% of the remainder of (a) the investment management fee payable by the fund to the adviser based on average daily net assets pursuant to the management agreement, less (b) any management fee waivers, expense reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the adviser in respect of the fund.

The investment management fee schedule for Nuveen NWQ Global All-Cap Fund consists of two components: a fund-level fee, based only on the amount of assets within the fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by Nuveen Fund Advisors. The annual fund-level fee, payable monthly, is based upon the average daily net assets of Nuveen NWQ Global All-Cap Fund as follows:

 

Average Total Daily Net Assets

   Fund-Level
Fee Rate
 

For the first $125 million

     0.5500

For the next $125 million

     0.5375

For the next $250 million

     0.5250

For the next $500 million

     0.5125

For the next $1 billion

     0.5000

For net assets over $2 billion

     0.4750

The complex-level fee begins at a maximum rate of 0.2000% of Nuveen NWQ Global All-Cap Fund’s average daily net assets, based upon complex-level assets of $55 billion, with breakpoints for eligible assets above that level. Therefore, the maximum management fee rate for Nuveen NWQ Global All-Cap Fund is the fund-level fee plus 0.2000%. As of June 30, 2016, the effective complex-level fee for Nuveen NWQ Global All-Cap Fund was 0.1614% of the fund’s average daily net assets.

For the fiscal year ended June 30, 2016, the adviser waived fees and reimbursed expenses in excess of the management fees paid by Nuveen NWQ Global All-Cap Fund. As of June 30, 2016, the Nuveen NWQ Global All-Cap Fund had net assets of $1,191,470. NWQ does not serve as sub-adviser to any funds with an investment objective similar to that of the Value Fund.

 

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Certain information regarding the executive officers and directors of NWQ is set forth in the table below.

 

Principal Executive Officer and Directors

      

Name

  

Address

   Principal Occupation    Fund officers or Board
Members who are officers,
employees, directors,
general partner or
shareholders of NWQ
Investment Management
Company, LLC
 

Jon D. Bosse

   2049 Century Park East 16th Floor Los Angeles, California 90067    Co-President and Chief
Investment Officer
    

 

 

Kevin J. McCarthy

 

Gifford R. Zimmerman

  

 

  

John E. Conlin

   2049 Century Park East 16th Floor Los Angeles, California 90067    Co-President   

Avi M. Mizrachi

   2049 Century Park East 16th Floor Los Angeles, California 90067    Managing Director,
General Counsel,
Chief Compliance
Officer and Assistant
Secretary
  

 

52


BOARD CONSIDERATIONS

The Approval Process

The Board is responsible for overseeing the performance of the investment advisers to the Target Funds and determining whether to approve the Target Funds’ advisory arrangements, including sub-advisory arrangements. Prior to August 1, 2016, Tradewinds served as the sub-adviser to each of the Target Funds. During the course of the year, the Adviser discussed several proposals with the Board in connection with an internal reorganization, including the wind down of the operations of Tradewinds and the transfer of a number of Tradewinds’ existing equity mandates to NWQ. In light of the foregoing, the Adviser considered various options relating to the Target Funds. In this regard, the Adviser recommended, and the Board approved, the Reorganization of each Target Fund into the Acquiring Fund. The Adviser also recommended, and the Board approved, the Interim Sub-Advisory Agreement for each Target Fund pursuant to which NWQ serves as the new sub-adviser for the Target Fund replacing Tradewinds, which became effective August 1, 2016 for a maximum of 150 days after its effective date. In the event the Reorganization with respect to a Target Fund is not approved by the shareholders of such Fund, or is not consummated prior to the termination of the Target Fund’s Interim Sub-Advisory Agreement, the Adviser also recommended, and the Board approved, the longer term appointment of NWQ as the sub-adviser to such Target Fund pursuant to the New Sub-Advisory Agreement for the Target Fund.

During the course of various meetings, the Adviser made various presentations, and the Board received a variety of materials, relating to the proposed Reorganization of each Target Fund, including, among other things: a comparison of the investment mandates of the Acquiring Fund and the Target Funds; a comparison of the historic performance of the Acquiring Fund (Class A) and the Target Funds (Class A); a comparison of fees and expenses of the Acquiring Fund and the Target Funds; and potential alternatives to the proposed Reorganization. In addition to the foregoing materials, the Board completed its annual review of advisory agreements on behalf of the Target Funds at the May Meeting and received extensive information regarding NWQ and the Target Funds prepared for such review. The Board considered, among other things:

 

   

the nature, extent and quality of services expected to be provided by NWQ;

 

   

the organization of NWQ, including the responsibilities of key investment personnel;

 

   

the expertise, background and investment approach of NWQ;

 

   

certain performance-related information (as described below);

 

   

the profitability of Nuveen Investments and its affiliates (including NWQ) for their advisory activities;

 

   

the proposed sub-advisory fee of NWQ;

 

   

the expenses of the Target Funds, including comparisons of each Target Fund’s expense ratio with the expense ratios of comparable funds; and

 

   

the soft dollar practices of NWQ.

 

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At the May Meeting and prior meetings, the Adviser made presentations to and responded to questions from the Board. During these meetings, the Independent Board Members met privately with their legal counsel to, among other things, review the duties of the Board under the 1940 Act, the general principles of state law in reviewing and approving advisory contracts, the standards used by courts in determining whether investment company boards of directors have fulfilled their duties, factors to be considered in voting on advisory contracts and an adviser’s fiduciary duty with respect to advisory agreements and compensation. It is with this background that the Independent Board Members considered the New Sub-Advisory Agreements. As outlined in more detail below, the Independent Board Members considered all factors they believed relevant with respect to each Target Fund, including among other things: (1) the nature, extent and quality of the services to be provided by NWQ; (2) investment performance, as described below; (3) the sub-advisory fees and the profitability of NWQ; (4) the extent of any anticipated economies of scale; (5) any benefits expected to be derived by NWQ from its relationship with each Target Fund; and (6) other factors. Each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to each New Sub-Advisory Agreement. The principal factors considered by the Board and its conclusions are described below.

 

1. Nature, Extent and Quality of Services

In considering the New Sub-Advisory Agreements, the Independent Board Members considered the nature, extent and quality of services expected to be provided to the Target Funds by NWQ, including the portfolio management services. As NWQ already serves as a sub-adviser to other Nuveen funds overseen by the Board members, the Board has a good understanding of NWQ’s organization, operations, personnel and services. As the Independent Board Members meet regularly throughout the year to oversee the Nuveen funds, including funds currently sub-advised by NWQ, the Independent Board Members also have relied upon their knowledge from their meetings and any other interactions throughout the year with respect to NWQ in evaluating the New Sub-Advisory Agreements.

At the May Meeting and/or at prior meetings, the Independent Board Members reviewed materials outlining, among other things, NWQ’s organization and business, the types of services that NWQ provides to the Nuveen funds and is expected to provide to the Target Funds; the experience of NWQ with equity strategies; the historic performance of the funds sub-advised by NWQ; and NWQ’s investment team and its investment approach. In evaluating the services of NWQ, the Independent Board Members noted that, as sub-adviser, NWQ would essentially be providing portfolio management services only, and NWQ was not expected to supply significant administrative services to the Target Funds. The types of sub-advisory services to be provided by NWQ to each Target Fund under the New Sub-Advisory Agreement for such Target Fund will be identical to those sub-advisory services previously provided by Tradewinds to the Target Fund under the respective Former Sub-Advisory Agreement.

Based on their review, the Independent Board Members found that, overall, the nature, extent and quality of services expected to be provided to each Target Fund under its respective New Sub-Advisory Agreement were satisfactory and supported approval of such New Sub-Advisory Agreement.

 

54


2. Investment Performance

The Board noted that there is no performance record for the Target Funds with NWQ as the sub-adviser. The Independent Board Members, however, were familiar with the performance records of other Nuveen funds sub-advised by NWQ, including the Acquiring Fund, which, like the Target Funds, employs an equity strategy encompassing all market capitalizations (although, unlike the Target Funds, the Acquiring Fund also focuses on income producing securities).

 

3. Fees, Expenses and Profitability

 

  a. Fees and Expenses

In evaluating the management fees and expenses that each Target Fund was expected to bear, the Independent Board Members considered, among other things, each Target Fund’s management fees and net total expense ratio (based on average net assets for the latest fiscal year), as well as the management fees and expense levels of a comparable group of peers selected by an independent third-party fund data provider. The Board further considered the proposed sub-advisory fee for NWQ. The Board recognized that the terms of the New Sub-Advisory Agreement with NWQ for each Target Fund, subject to limited exceptions, were substantially identical to those of the Former Sub-Advisory Agreement with Tradewinds for such Target Fund. Accordingly, the Board recognized that NWQ’s portfolio management fee for sub-advising each Target Fund would be the same as Tradewinds’ portfolio management fee. The Board observed that the appointment of NWQ does not change the management fee of either Target Fund as the Adviser pays the sub-adviser out of the management fee it receives from the Target Funds. In addition, as NWQ already serves as sub-adviser to other Nuveen funds, the Independent Board Members were familiar with the sub-advisory fee NWQ assesses for such other funds.

 

  b. Comparisons with the Fees of Other Clients

As noted, due to their experience with other Nuveen funds, the Independent Board Members were familiar with NWQ’s fee rate for portfolio management services provided to other Nuveen funds (including the Acquiring Fund) and other clients (including retail wrap accounts, registered investment adviser accounts and institutional managed accounts). The Board reviewed the average fee and fee range that NWQ assessed these other clients.

Based on their review of the fee and expense information provided, the Independent Board Members determined that NWQ’s sub-advisory fee was reasonable in light of the nature, extent and quality of services to be provided to each Target Fund.

 

  c. Profitability of NWQ

In conjunction with their annual review, the Independent Board Members considered the profitability of Nuveen Investments and its affiliates (including NWQ) for their advisory activities and financial condition. At the May Meeting, the Independent Board Members reviewed, among other things, NWQ’s revenues, expenses, and net revenue margins (pre- and post-tax) for its advisory activities to other Nuveen funds and the methodology for allocating expenses among the internal sub-advisers of Nuveen Investments. The Independent Board Members noted this information supplemented the profitability information requested and received during the year to help keep them

 

55


apprised of developments affecting profitability (such as changes in fee waivers and expense reimbursement commitments). In this regard, the Independent Board Members noted that they have two Independent Board Members to serve as point persons to review and keep the full Board apprised of changes to the profitability analysis and/or methodologies during the year. In evaluating profitability, the Independent Board Members have recognized the subjective nature of determining profitability which may be affected by numerous factors, including the allocation of expenses, and that various allocation methodologies may each be reasonable but yield different results. Based on their review, the Independent Board Members have determined that NWQ’s level of profitability is reasonable in light of the services to be provided.

In evaluating the reasonableness of the compensation, the Independent Board Members also considered any other amounts expected to be paid to NWQ as well as any indirect benefits (such as soft dollar arrangements), if any, NWQ and its affiliates are expected to receive that are directly attributable to the management of the Target Funds. See Section 5 below for additional information on indirect benefits NWQ and its affiliates may receive as a result of their relationship with the Target Funds. Based on their review of the overall arrangements of the Target Funds, the Independent Board Members determined that the sub-advisory fee of each Target Fund was reasonable.

 

4. Economies of Scale and Whether Fee Levels Reflect These Economies of Scale

With respect to economies of scale, the Independent Board Members have recognized the potential benefits resulting from the costs of a fund being spread over a larger asset base, although economies of scale are difficult to measure and predict with precision, particularly on a fund-by-fund basis. The Independent Board Members therefore considered whether the Target Funds could be expected to benefit from any economies of scale. One method to help ensure that shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Generally, management fees for funds in the Nuveen complex to the Adviser are comprised of a fund-level component and a complex-level component. The complex-level component provides for additional breakpoints as assets in the fund complex increase. As each Target Fund pays the management fee to the Adviser and the Adviser in turn pays NWQ, however, the Board recognized that the sharing of benefits from economies of scale is reflected in fund-level and complex-level breakpoints in the management fees at the Adviser level and the appointment of NWQ does not change the management fees paid by the Target Funds or the sharing of economies of scale reflected in such advisory fee schedule.

Considering the factors above, the Independent Board Members concluded that the proposed sub-advisory fee for each Target Fund was acceptable.

 

5. Indirect Benefits

In evaluating fees, the Independent Board Members also considered information regarding potential “fall out” or ancillary benefits that NWQ or its affiliates may receive as a result of their relationship with the Target Funds. In this regard, the Independent Board Members recognized that an affiliate of NWQ served as the Target Funds’ principal underwriter and may receive compensation therefore from, among other things, sales charges, distribution fees and shareholder services fees (which included fees received pursuant to any 12b-1 plan). The Independent Board Members therefore took into account, among other things, the 12b-1 fees retained by such affiliate during the last calendar year.

 

56


In addition to the above, the Independent Board Members considered that NWQ may benefit from soft dollar arrangements pursuant to which NWQ may receive research from brokers that execute a Target Fund’s portfolio transactions. The Board, however, has recognized that the research received pursuant to soft dollar arrangements by NWQ may also benefit a Target Fund and shareholders to the extent the research enhances the ability of NWQ to manage such Target Fund. The Independent Board Members further noted that NWQ’s profitability may be somewhat lower if it did not receive the research services pursuant to soft dollar arrangements and had to acquire such services directly.

Based on their review, the Independent Board Members concluded that any indirect benefits received by NWQ and its affiliates as a result of their relationship with the Target Funds were reasonable and within acceptable parameters.

 

6. Approval

The Independent Board Members did not identify any single factor discussed previously as all important or controlling. The Board members, including a majority of the Independent Board Members, concluded that the terms of the New Sub-Advisory Agreements are fair and reasonable, that NWQ’s fees are reasonable in light of the services to be provided to the Target Funds and that the New Sub-Advisory Agreements should be and were approved. The Board unanimously recommended that shareholders approve the New Sub-Advisory Agreement for each Target Fund.

 

7. Approval of Interim Sub-Advisory Agreements

At the May Meeting, the Board members, including the Independent Board Members, unanimously approved the Interim Sub-Advisory Agreement for each Target Fund. The terms of the Interim Sub-Advisory Agreement with NWQ for each Target Fund are substantially identical to those of the Former Sub-Advisory Agreement and New Sub-Advisory Agreement for such Target Fund, except that the Interim Sub-Advisory Agreement will have a term expiring on the earlier of 150 days after its effective date or the date the Reorganization is consummated. In light of the foregoing, the Board members, including the Independent Board Members, unanimously determined that the scope and quality of services to be provided to each Target Fund under the Interim Sub-Advisory Agreement with NWQ for such Target Fund are at least equivalent to the scope and quality of services provided under the corresponding Former Sub-Advisory Agreement.

 

57


OTHER INFORMATION

Shareholders of the Funds

For each Fund, the following tables set forth the percentage of ownership of each person who, as of August 12, 2016, the record date with respect to the Joint Special Meeting of the Target Funds, owns of record, or is known by the Fund to own of record or beneficially, 5% or more of any class of shares of the Fund. The tables also set forth the estimated percentage of shares of the combined Fund that would have been owned by such parties under the following four scenarios, each assuming the Reorganization(s) and the Merger had occurred on August 12, 2016: (i) assuming only the Reorganization of the All-Cap Fund into the Acquiring Fund occurred, (ii) assuming only the Reorganization of the Value Fund into the Acquiring Fund occurred, (iii) assuming both Reorganizations occurred, and (iv) assuming both Reorganizations and the Merger occurred. These amounts may differ on the closing date. Shareholders who have the power to vote a larger percentage of shares (at least 25% of the shares) of a Target Fund may be able to control the Target Fund and determine the outcome of a shareholder meeting.

 

All-Cap Fund

 
               Estimated Pro Forma Percentage of Ownership of
Combined Fund After
 

Class

 

Name and Address of Owner

  Percentage of
Ownership
    Reorganization
of All-Cap
Fund into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Value
Fund into
Nuveen NWQ
Global Equity
Income Fund
  Reorganization
of Both Target
Funds into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Both Target
Funds and the
Merger into
Nuveen NWQ
Global Equity
Income Fund
 

Class A

 

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd floor

Jersey City, NJ 07311

    21.00     19.67   N/A     15.02     4.73
 

National Financial Services LLC

499 Washington Blvd

Jersey City, NJ 07310-2010

    9.83     9.21   N/A     7.94     2.50
 

MLPF&S

For Its Customers

4800 Deer Lake Dr.

Floor 3

Jacksonville, FL 32246-6484

    9.75     9.13   N/A     12.03     3.79
 

American Enterprise Investment Serv.

707 2nd Ave S

Minneapolis, MN 55402-2405

    9.72     9.11   N/A     10.11     3.18
 

First Clearing, LLC

Special Custody Acct. for the Exclusive Benefit of Customer

2801 Market Street

St Louis MO 63103-2523

    8.71     8.16   N/A     7.87     2.48
 

UBS WM USA

Omni Account M/F

1000 Harbor Blvd Fl 5

Weehawken, NJ 07086-6761

    8.28     7.75   N/A     1.97     0.62

 

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All-Cap Fund

 
               Estimated Pro Forma Percentage of Ownership of
Combined Fund After
 

Class

 

Name and Address of Owner

  Percentage of
Ownership
    Reorganization
of All-Cap
Fund into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Value
Fund into
Nuveen NWQ
Global Equity
Income Fund
  Reorganization
of Both Target
Funds into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Both Target
Funds and the
Merger into
Nuveen NWQ
Global Equity
Income Fund
 
 

Charles Schwab & Co Inc.

Special Custody Acct FBO Customers

211 Main St

San Francisco CA 94105-1905

    8.09     7.57   N/A     6.27     1.97
 

Charles Schwab & Co Inc.

211 Main St

San Francisco CA 94105-1905

    5.59     5.23   N/A     7.18     2.26

Class C

 

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

    34.92     34.37   N/A     27.92     27.92
 

First Clearing, LLC

Special Custody Acct. for the Exclusive Benefit of Customer

2801 Market Street

St Louis MO 63103-2523

    14.23     14.00   N/A     17.07     17.07
 

MLPF&S

For the Benefit of Its Customers

4800 Deer Lake Dr. E

Jacksonville FL 32246-6484

    12.43     12.23   N/A     12.53     12.53
 

UBS WM USA

Omni Account M/F

1000 Harbor Blvd Fl. 5

Weehawken, NJ 07086-6761

    10.41     10.24   N/A     9.89     9.89

Class R3

 

Mg Trust Company Cust. FBO

Rixan Associates, Inc.

717 17th Street, Suite 1300

Denver, CO 80202-3304

    30.10     16.39   N/A     3.96     3.96
 

Mid Atlantic Trust Company

Automotive Employee 401(K) Plan

1251 Waterfront Place Suite 525

Pittsburgh, PA 15222-4228

    26.96     14.68   N/A     3.55     3.55

 

59


All-Cap Fund

 
               Estimated Pro Forma Percentage of Ownership of
Combined Fund After
 

Class

 

Name and Address of Owner

  Percentage of
Ownership
    Reorganization
of All-Cap
Fund into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Value
Fund into
Nuveen NWQ
Global Equity
Income Fund
  Reorganization
of Both Target
Funds into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Both Target
Funds and the
Merger into
Nuveen NWQ
Global Equity
Income Fund
 
 

Mid Atlantic Trust Company FBO

Century Health, Inc. Retirement Plan

1251 Waterfront Pl Ste. 525

Pittsburgh PA 15222-4228

    19.42     10.57   N/A     2.56     2.56
 

Voya Retirement Insurance & Annuity Company

One Orange Way B3N

Windsor, CT 06095-4773

    8.11     4.41   N/A     1.07     1.07
 

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City, NJ 07311

    7.10     3.87   N/A     0.94     0.94

Class I

 

UBS WM USA

Omni Account M/F

1000 Harbor Blvd Fl. 5

Weehawken NJ 07086-6761

    23.23     7.03   N/A     13.77     13.77
 

First Clearing, LLC

Special Custody Acct. for the Exclusive Benefit of Customer

2801 Market Street

St Louis MO 63103-2523

    16.29     4.93   N/A     14.28     14.28
 

Wells Fargo Bank FBO

1525 West Wt Harris Blvd

Charlotte, NC 28288-1076

    13.52     4.09   N/A     2.01     2.01
 

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

    12.40     3.75   N/A     9.07     9.07
 

MLPF&S

For Its Customers

4800 Deer Lake Dr. E

Floor 3

Jacksonville FL 32246-6484

    9.69     2.93   N/A     6.47     6.47
 

Charles Schwab & Co Inc.

211 Main St

San Francisco, CA 94105-1905

    8.73     2.64   N/A     1.30     1.30
 

Mg Trust Company Cust. FBO

Beatrice Community Hospital An

717 17th Street, Suite 1300

Denver CO 80202-3304

    6.16     1.86   N/A     0.92     0.92

 

60


Value Fund

 
               Estimated Pro Forma Percentage of Ownership of
Combined Fund After
 

Class

 

Name and Address of Owner

  Percentage of
Ownership
    Reorganization
of All-Cap
Fund into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Value
Fund into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Both Target
Funds into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Both Target
Funds and the
Merger into
Nuveen NWQ
Global Equity
Income Fund
 

Class A

 

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

    13.44     N/A        13.16     15.02     4.73
 

MLPF&S

For Its Customers

4800 Deer Lake Dr. E

Floor 3

Jacksonville FL 32246-6484

    13.01     N/A        12.74     12.03     3.79
 

American Enterprise Investment Serv.

707 2nd Ave S

Minneapolis, MN 55402-2405

    10.45     N/A        10.23     10.11     3.18
 

Charles Schwab & Co Inc

For Benefit of their Customers

211 Main St

San Francisco CA 94105-1905

    7.85     N/A        7.68     7.18     2.26
 

First Clearing, LLC

Special Custody Acct. for the Exclusive Benefit of Customer

2801 Market Street

St Louis MO 63103-2523

    7.78     N/A        7.61     7.87     2.48
 

National Financial Services LLC

499 Washington Blvd

Jersey City, NJ 07310-2010

    7.51     N/A        7.35     7.94     2.50
 

Pershing LLC

One Pershing Plaza

Jersey City NJ 07399-0002

    6.02     N/A        6.03     4.59     1.45
 

Charles Schwab & Co Inc

Special custody Acct FBO Customers

211 Main St

San Francisco CA 94105-1905

    5.82     N/A        5.70     6.27     1.97

Class C

 

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

    25.75     N/A        25.61     27.92     27.92

 

61


Value Fund

 
               Estimated Pro Forma Percentage of Ownership of
Combined Fund After
 

Class

 

Name and Address of Owner

  Percentage of
Ownership
    Reorganization
of All-Cap
Fund into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Value
Fund into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Both Target
Funds into
Nuveen NWQ
Global Equity
Income Fund
    Reorganization
of Both Target
Funds and the
Merger into
Nuveen NWQ
Global Equity
Income Fund
 
 

First Clearing, LLC

Special Custody Acct. for the Exclusive Benefit of Customer

2801 Market Street

St Louis MO 63103-2523

    18.10     N/A        18.00     17.07     17.07
 

MLPF&S

For Its Customers

4800 Deer Lake Dr. E

Jacksonville FL 32246-6484

    12.63     N/A        12.56     12.53     12.53
 

UBS WM USA

Omni Account M/F

1000 Harbor Blvd Fl 5

Weehawken, NJ 07086-6761

    9.76     N/A        9.17     9.89     9.89
 

Charles Schwab & Co Inc.

Special Custody Acct FBO Customers

211 Main St

San Francisco CA 94105-1905

    5.75     N/A        5.72     4.30     4.30
 

Pershing LLC

One Pershing Plaza

Jersey City, NJ 07399-0002

    5.55     N/A