497 1 d563618d497.htm NUVEEN INVESTMENT TRUST II Nuveen Investment Trust II

Filed pursuant to Rule 497(b)

File No: 333-189780

 

LOGO

Important Information for

Nuveen Mid Cap Select Fund Shareholders

At a special meeting of shareholders of Nuveen Mid Cap Select Fund (the “Target Fund”), a series of Nuveen Investment Funds, Inc. (the “Corporation”), you will be asked to vote upon an important change affecting your fund. The purpose of the special meeting is to allow you to vote on a reorganization of your fund into Nuveen Symphony Mid-Cap Core Fund (the “Acquiring Fund”), a series of Nuveen Investment Trust II, a Massachusetts business trust (the “Trust”). If the reorganization is approved and completed, you will become a shareholder of the Acquiring Fund. The Target Fund and the Acquiring Fund are collectively referred to herein as the “Funds” or individually as a “Fund.”

Although we recommend that you read the complete Proxy Statement/Prospectus, for your convenience, we have provided the following brief overview of the matter to be voted on.

 

Q. Why am I receiving this Proxy Statement/Prospectus?

 

A. The shareholders of the Target Fund are being asked to approve a reorganization between the Target Fund and the Acquiring Fund pursuant to an Agreement and Plan of Reorganization, as described in more detail in this Proxy Statement/Prospectus.

 

Q. Why has the reorganization been proposed for the Target Fund?

 

A. Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”), each Fund’s investment adviser, has proposed the reorganization of the Target Fund into the Acquiring Fund as part of an initiative to eliminate certain redundancies among the products it offers and in an effort to achieve certain operating efficiencies. Although the Acquiring Fund has higher gross operating expenses than the Target Fund, the reorganization may result in slightly lower operating expenses for Target Fund shareholders after taking into account the lower expense limitation that will be in effect for the Acquiring Fund through September 30, 2014 if the reorganization is completed. If the Acquiring Fund’s expense limitation is not extended after September 30, 2014, its net total operating expenses may increase. In addition, Nuveen Fund Advisors and the Board of Directors of the Corporation believe that distribution opportunities for the Acquiring Fund are more attractive than those for the Target Fund and may result in economies of scale over time.

 

Q. What are the similarities between the principal investment strategies of the Funds?

 

A.

The investment objectives of the Funds are substantially similar. The investment objective of the Target Fund is long-term growth of capital, and the investment objective of the Acquiring Fund is long-term capital appreciation. The Funds also have similar investment strategies. The Target Fund invests, under normal market conditions, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in common stocks of mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the market capitalization range of the companies in the Russell Midcap® Index immediately after its most recent reconstitution prior to such purchase. The Acquiring Fund invests, under normal market conditions, at least 80% of the sum of its net assets and the amount of any borrowings for


  investment purposes in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell Midcap® Index. There are, however, some differences in investment strategies. The Target Fund may invest in non-U.S. and emerging markets securities and may utilize derivatives as principal investment strategies. Such investments are not principal investment strategies of the Acquiring Fund. A more detailed comparison of the investment objectives, strategies and risks of the Funds is contained in the Proxy Statement/Prospectus.

 

Q. Are the Funds managed by the same sub-adviser?

 

A. No. The Target Fund is sub-advised by Nuveen Asset Management, LLC, and the Acquiring Fund is sub-advised by Symphony Asset Management LLC. These sub-advisers manage the Funds using different investment processes, which are described in the Proxy Statement/Prospectus.

 

Q. What will happen if shareholders do not approve the reorganization?

 

A. If the reorganization is not approved by shareholders, the Board of Directors will take such actions as it deems to be in the best interests of the Target Fund, which may include additional solicitation, continuing to operate the Target Fund as a stand-alone fund, or liquidating the Target Fund.

 

Q. Will Target Fund shareholders receive new shares in exchange for their current shares?

 

A. Yes. If shareholders approve the reorganization and it is completed, each Target Fund shareholder will receive shares of the Acquiring Fund in an amount equal in total value to the total value of the Target Fund shares surrendered by such shareholder.

 

Q. Will this reorganization create a taxable event for Target Fund shareholders?

 

A. No. The reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes. It is expected that Target Fund shareholders will recognize no gain or loss for federal income tax purposes as a direct result of the reorganization. Prior to the closing of the reorganization, the Target Fund expects to distribute all of its net investment income and net capital gains, if any. Such a distribution may be taxable to the Target Fund’s shareholders for federal income tax purposes. Due to the Target Fund’s capital loss carryforwards, a net capital gain distribution is not expected. However, in light of unrealized capital gains currently in each Fund’s portfolio, Target Fund shareholders may be subject to higher capital gain distributions in the future than they would have been absent the reorganization as a result of annual expense limits on the use of capital loss carryforwards for reorganizations of this type.

In addition, in connection with the reorganization, it is expected that a substantial portion of the Target Fund’s portfolio assets (approximately 85%) will be sold prior to the reorganization, which may result in the Target Fund realizing capital gains prior to the reorganization. It is estimated that such portfolio repositioning would have resulted in realized capital gains of approximately $3.1 million if such sales occurred as of March 31, 2013. However, due to the Target Fund’s capital loss carryforwards, it is not expected that any such portfolio sales would result in capital gain distributions to Target Fund shareholders.


Q. How do total operating expenses compare between the two Funds?

 

A. While the current gross total operating expenses of the Acquiring Fund are higher than the current gross total operating expenses of the Target Fund, the net total operating expenses of the Acquiring Fund immediately following the reorganization are expected to be slightly lower than the net total operating expenses of the Target Fund for all share classes as a result of the expense cap that will be in effect for the Acquiring Fund through September 30, 2014 if the reorganization is completed. If the expense cap is not extended after September 30, 2014, the net total operating expenses of the Acquiring Fund may increase.

 

Q. Who will bear the costs of the reorganization?

 

A. Each Fund will be allocated the costs of the reorganization in an amount up to its projected cost savings, if any, during the first year following the reorganization. Nuveen Fund Advisors or its affiliates (“Nuveen”) will pay the expenses incurred in connection with the reorganization to the extent that such expenses exceed the projected cost savings during the first year following the reorganization. Nuveen Fund Advisors estimates that the costs of the reorganization will be approximately $159,000 and that the cost savings during the first year following the reorganization will be approximately $2,600 for the Target Fund. The Acquiring Fund is not expected to realize cost savings and therefore will not be charged any costs of the reorganization. Based on current expense levels, it is anticipated that the Target Fund’s expenses will exceed its current expense cap and Nuveen will reimburse all of the reorganization costs charged to the Target Fund. If the reorganization is not approved or completed, Nuveen will pay all such reorganization expenses.

As noted above, in connection with the reorganization, it is expected that a substantial portion of the Target Fund’s portfolio assets (approximately 85%) will be sold prior to the reorganization. This may result in the Target Fund incurring brokerage commissions or other transaction costs prior to the reorganization. The estimated costs of the reorganization do not include brokerage commissions or other transaction costs, and such amount will be borne by the Target Fund. It is estimated that such portfolio repositioning would have resulted in brokerage commissions or other transaction costs of approximately $21,000, based on average commission rates normally incurred by the Target Fund, if such sales occurred as of March 31, 2013.

 

Q. What is the timetable for the reorganization?

 

A. If approved by shareholders on September 20, 2013, the reorganization is expected to occur at the close of business on October 4, 2013.

 

Q. Whom do I call if I have questions?

 

A. If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call Computershare Fund Services, your proxy solicitor, at (866) 963-5818 from 8 a.m. to 10 p.m. Central time on Monday through Friday or 11 a.m. to 5 p.m. Central time on Saturday. 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 Nuveen contact me?

 

A. You may receive a call from representatives of Computershare Fund Services, the proxy solicitation firm retained by Nuveen, to verify that you received your proxy materials and to answer any questions you may have about the reorganization.

 

Q. How does the Board of Directors suggest that I vote?

 

A. After careful consideration, the Board of Directors has agreed unanimously that the reorganization is in the best interests of your Fund and recommends that you vote “FOR” the reorganization.


LOGO

August 6, 2013

Dear Shareholders:

We are pleased to invite you to the special meeting of shareholders of Nuveen Mid Cap Select Fund (the “Special Meeting”). The Special Meeting is scheduled for September 20, 2013, at 2:00 p.m., Central time, at the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606.

At the Special Meeting, you will be asked to consider and approve a very important proposal. Subject to shareholder approval, Nuveen Symphony Mid-Cap Core Fund (the “Acquiring Fund”) will acquire all the assets and liabilities of Nuveen Mid Cap Select Fund (the “Target Fund” and together with the Acquiring Fund, the “Funds” and each a “Fund”) in exchange solely for shares of the Acquiring Fund, which will be distributed in complete liquidation and termination of the Target Fund to the shareholders of the Target Fund (the “Reorganization”).

Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”), each Fund’s investment adviser, has proposed the Reorganization involving the Target Fund, as well as a number of other reorganizations involving other funds advised by Nuveen Fund Advisors, to eliminate certain redundancies among the products it offers and in an effort to achieve certain operating efficiencies.

The Reorganization is being proposed because Nuveen Fund Advisors and the Board of Directors of Nuveen Investment Funds, Inc. believe that distribution opportunities for the Acquiring Fund are more attractive than those for the Target Fund and may result in economies of scale over time. In addition, following the Reorganization, the Acquiring Fund is expected to have slightly lower net total operating expenses than the Target Fund had prior to the Reorganization. The Board of Directors believes the Reorganization is in the best interests of the Target Fund and recommends that you vote “For” the proposed Reorganization.

The attached Proxy Statement/Prospectus has been prepared to give you information about this proposal.

All shareholders are cordially invited to attend the 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 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.

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

Very truly yours,

Kevin J. McCarthy

Vice President and Secretary


August 6, 2013

NUVEEN MID CAP SELECT FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 20, 2013

To the Shareholders:

Notice is hereby given that a special meeting of shareholders of Nuveen Mid Cap Select Fund (the “Target Fund”), a series of Nuveen Investment Funds, Inc. (the “Corporation”), a Maryland corporation, will be held at the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, on September 20, 2013 at 2:00 p.m., Central time (the “Special Meeting”), for the following purposes:

1.        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 Symphony Mid-Cap Core 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 and Class I shares of the Acquiring Fund to the holders of Class A, Class C and Class I shares, respectively, of the Target Fund in complete liquidation and termination of the Target Fund (the “Reorganization”). A vote in favor of the Reorganization will be considered a vote in favor of an amendment to the Corporation’s Articles of Incorporation effecting the Reorganization.

2.        To transact such other business as may properly come before the Special Meeting.

Only shareholders of record as of the close of business on July 26, 2013 are entitled to vote at the Special Meeting or any adjournments or postponements thereof.

All shareholders are cordially invited to attend the 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 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


Proxy Statement/Prospectus

Dated August 6, 2013

Relating to the Acquisition of the Assets and Liabilities of

NUVEEN MID CAP SELECT FUND

by NUVEEN SYMPHONY MID-CAP CORE FUND

This Proxy Statement/Prospectus is being furnished to shareholders of Nuveen Mid Cap Select Fund (the “Target Fund”), a series of Nuveen Investment Funds, Inc. (the “Corporation”), a Maryland corporation and an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and relates to the special meeting of shareholders of the Target Fund to be held at the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, on September 20, 2013 at 2:00 p.m., Central time and at any and all adjournments and postponements thereof (the “Special Meeting”). This Proxy Statement/Prospectus is provided in connection with the solicitation by the Board of Directors of the Corporation of proxies to be voted at the Special Meeting, and any and all adjournments or postponements thereof. The purpose of the Special Meeting is to consider the proposed reorganization (the “Reorganization”) of the Target Fund into Nuveen Symphony Mid-Cap Core Fund (the “Acquiring Fund”), a series of Nuveen Investment Trust II, a Massachusetts business trust (the “Trust”) and an open-end investment company registered under the 1940 Act. The Target Fund and the Acquiring Fund are referred to herein collectively as the “Funds” and individually as a “Fund.” The Board of Directors of the Corporation and the Board of Trustees of the Trust, which are made up of the same individuals, are referred to herein as the “Board.” If shareholders approve the Reorganization and it is completed, shareholders of the Target Fund will receive shares of the corresponding class of the Acquiring Fund with the same total value as the total value of the Target Fund shares surrendered by such shareholders. The Board has determined that the Reorganization is in the best interests of the Target Fund. The address, principal executive office and telephone number of the Funds, the Trust and the Corporation is 333 West Wacker Drive, Chicago, Illinois 60606, (800) 257-8787.

A vote in favor of the Reorganization will be considered a vote in favor of an amendment to the Corporation’s Articles of Incorporation effecting the Reorganization.

The enclosed proxy and this Proxy Statement/Prospectus are first being sent to shareholders of the Target Fund on or about August 8, 2013. Shareholders of record as of the close of business on July 26, 2013 are entitled to vote at the Special Meeting and any adjournments or postponements thereof.

 

 

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

 

 

This Proxy Statement/Prospectus concisely sets forth the information shareholders of the Target Fund should know before voting on the Reorganization (in effect, investing in Class A, Class C and Class I shares of the Acquiring Fund) and constitutes an offering of Class A, Class C 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 Proxy Statement/Prospectus by reference and also accompany this Proxy Statement/Prospectus:

 

  (i) the Trust’s prospectus dated January 31, 2013, as supplemented through the date of this Proxy Statement/Prospectus, relating to the Acquiring Fund; and

 

  (ii) the unaudited financial statements contained in the Trust’s Semi-Annual Report, relating to the Acquiring Fund for the six-month period ended March 31, 2013.

The following documents contain additional information about the Funds, have been filed with the SEC and are incorporated into this Proxy Statement/Prospectus by reference:

 

  (i) the Statement of Additional Information relating to the proposed Reorganization, dated August 6, 2013 (the “Reorganization SAI”);

 

  (ii) the Corporation’s prospectus dated February 28, 2013, as supplemented through the date of this Proxy Statement/Prospectus, relating to the Target Fund;

 

  (iii) the Trust’s statement of additional information dated January 31, 2013, as supplemented through the date of this Proxy Statement/Prospectus, relating to the Acquiring Fund;

 

  (iv) the Corporation’s statement of additional information dated February 28, 2013, as supplemented through the date of this Proxy Statement/Prospectus, relating to the Target Fund;

 

  (v) the audited financial statements contained in the Trust’s Annual Report, relating to the Acquiring Fund for the fiscal year ended September 30, 2012;

 

  (vi) the audited financial statements contained in the Corporation’s Annual Report, relating to the Target Fund for the fiscal year ended October 31, 2012; and

 

  (vii) the unaudited financial statements contained in the Corporation’s Semi-Annual Report, relating to the Target Fund for the six-month period ended April 30, 2013.

No other parts of the documents referenced above 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 “Reorganization SAI.” In addition, the Acquiring Fund will furnish, without charge, a copy of its most recent annual report and 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 Corporation and the Trust are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, 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 Corporation or the Trust (including the registration statement relating to the Acquiring Fund on Form N-14 of which this 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 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  

Summary

    1   

Background

    1   

The Reorganization

    1   

Reasons for the Proposed Reorganization

    2   

Distribution, Purchase, Redemption, Exchange of Shares and Dividends

    3   

Material Federal Income Tax Consequences of the Reorganization

    3   

Comparison of the Funds

    4   

Investment Objectives

    4   

Investment Strategies

    4   

Comparison of Principal Investment Strategies

    5   

Fees and Expenses

    6   

Portfolio Turnover

    9   

Risk Factors

    10   

Fundamental Investment Restrictions

    10   

Performance Information

    10   

Investment Adviser and Sub-Adviser

    13   

Advisory and Other Fees

    14   

Board Members and Officers

    15   

Distribution, Purchase, Redemption, Exchange of Shares and Dividends

    16   

Tax Information

    17   

Payments to Broker-Dealers and Other Financial Intermediaries

    17   

Further Information

    17   

The Proposed Reorganization

    17   

Description of Securities to be Issued

    19   

Continuation of Shareholder Accounts and Plans; Share Certificates

    19   

Service Providers

    19   

Material Federal Income Tax Consequences

    19   

Reorganization Expenses

    22   

Comparison of Massachusetts Business Trusts and Maryland Corporations

    22   

Capitalization

    27   

Legal Matters

    28   

Information Filed with the Securities and Exchange Commission

    28   

The Board’s Approval of the Reorganization

    28   

Investment Similarities and Differences

    29   

Relative Risks

    30   

Relative Sizes

    30   

Investment Performance and Portfolio Managers

    30   

Fees and Expense Ratios

    30   

Tax Consequences of the Reorganization

    31   

Costs of the Reorganization

    31   

Dilution

    31   

Effect on Shareholder Services and Shareholder Rights

    31   

 

-i-


TABLE OF CONTENTS

(continued)

 

    Page  

Alternatives to the Reorganization

    31   

Potential Benefits to Nuveen Fund Advisors and Affiliates

    32   

Conclusion

    32   

Other Information

    32   

Shareholders of the Funds

    32   

Shareholder Proposals

    36   

Shareholder Communications

    36   

Proxy Statement/Prospectus Delivery

    36   

Voting Information and Requirements

    36   

Appendix I – Form of Agreement and Plan of Reorganization

    I-1   

 

-ii-


SUMMARY

The following is a summary of, and is qualified by reference to, the more complete information contained in this Proxy Statement/Prospectus and the information attached hereto or incorporated herein by reference, including the Agreement and Plan of Reorganization. As discussed more fully below and elsewhere in this Proxy Statement/Prospectus, the Board believes the proposed Reorganization is 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 the Reorganization is approved and completed, shareholders of the Target Fund will become shareholders of the Acquiring Fund and will cease to be shareholders of the Target Fund.

Shareholders should read the entire Proxy Statement/Prospectus carefully together with the Acquiring Fund’s Prospectus that accompanies this Proxy Statement/Prospectus, which is incorporated herein by reference. This Proxy Statement/Prospectus constitutes an offering of Class A, Class C and Class I shares of the Acquiring Fund only.

Background

Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors” or the “Adviser”), each Fund’s investment adviser, has proposed the reorganization of the Target Fund into the Acquiring Fund, as well as a number of other reorganizations involving other funds advised by Nuveen Fund Advisors, as part of an initiative to eliminate certain redundancies among the products it offers and in an effort to achieve certain operating efficiencies.

The Reorganization

This Proxy Statement/Prospectus is being furnished to shareholders of the Target Fund in connection with the proposed combination of the Target Fund with and into the Acquiring Fund pursuant to the terms and conditions of the Agreement and Plan of Reorganization among the Corporation, on behalf of the Target Fund, the Trust, on behalf of the Acquiring Fund, and Nuveen Fund Advisors (the “Agreement”). The 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 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 and Class I shares of the Acquiring Fund to the shareholders of the corresponding class of the Target Fund in complete liquidation and termination of the Target Fund.

If shareholders approve the Reorganization and it is completed, Target Fund shareholders will become shareholders of the Acquiring Fund. The Board has determined that the Reorganization is in the best interests of the Target Fund and that the interests of existing shareholders will not be diluted as a result of the Reorganization. The Board unanimously approved the Reorganization and the Agreement at a meeting held on April 17-18, 2013. The Board recommends a vote “FOR” the Reorganization.

Each Fund will be allocated the costs of the Reorganization in an amount up to its projected cost savings, if any, during the first year following the Reorganization, subject to expense cap limitations. Nuveen Fund Advisors or its affiliates (“Nuveen”) will pay the expenses incurred in connection with the Reorganization to the extent that such expenses exceed the projected cost savings during the first year

 

1


following the Reorganization. Nuveen Fund Advisors estimates that the costs of the Reorganization will be approximately $159,000 and that the cost savings during the first year following the Reorganization will be approximately $2,600 for the Target Fund. The Acquiring Fund is not expected to realize any cost savings. As a result, the Target Fund is expected to be charged approximately $2,600 of the costs of the Reorganization, and the Acquiring Fund will not be charged any of the Reorganization costs. To the extent that payment of such Reorganization expenses causes the Target Fund to exceed the expense cap currently in effect, Nuveen will absorb the portion of the expenses necessary for the Target Fund to operate within the cap. Based on current expense levels, it is anticipated that Nuveen will absorb all expenses charged to the Target Fund. If the Reorganization is not approved or completed, Nuveen will pay all Reorganization expenses.

In connection with the Reorganization, it is expected that approximately 85% of the Target Fund’s portfolio assets will be sold prior to the Reorganization. This may result in the Target Fund incurring brokerage commissions or other transaction costs prior to the reorganization. The estimated costs of the Reorganization do not include brokerage commissions or other transaction costs, and such amount will be borne by the Target Fund. It is estimated that such portfolio repositioning would have resulted in brokerage commissions or other transaction costs of approximately $21,000, based on average commission rates normally incurred by the Target Fund, if such sales occurred as of March 31, 2013.

The Board is asking shareholders of the Target Fund to approve the Reorganization at the Special Meeting to be held on September 20, 2013. Approval of the Reorganization requires the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote. See “Voting Information and Requirements” below.

If shareholders of the Target Fund approve the Reorganization, it is expected that the closing of the Reorganization (the “Closing”) will occur at the close of business on October 4, 2013 (the “Closing Date”), but it may be at a different time as described herein. If the Reorganization is not approved, the Board will take such action as it deems to be in the best interests of the Target Fund. The Closing may be delayed and the Reorganization may be abandoned at any time by the mutual agreement of the parties. In addition, either Fund may at its option terminate the Agreement at or before the Closing due to (i) a breach by any other party of any representation, warranty, or agreement contained in the Agreement to be performed at or before the Closing, 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 a Fund.

Reasons for the Proposed Reorganization

The Board believes that the proposed Reorganization would be in the best interests of each Fund. In approving the Reorganization, the Board considered a number of principal factors in reaching its determination, including the following:

 

   

the similarities and differences in the Funds’ investment objectives and principal investment strategies;

 

   

the Funds’ relative risks;

 

   

the Funds’ relative sizes;

 

2


   

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 Reorganization;

 

   

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

 

   

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

 

   

the effect of the Reorganization on shareholder services and shareholder rights;

 

   

alternatives to the Reorganization; and

 

   

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

For a more detailed discussion of the Board’s considerations regarding the approval of the Reorganization, see “The Board’s Approval of the Reorganization.”

Distribution, Purchase, Redemption, Exchange of Shares and Dividends

The Funds have identical procedures for purchasing, exchanging and redeeming shares. The Target Fund offers three classes of shares: Class A, Class C and Class I Shares. The Acquiring Fund offers four classes of shares: Class A, Class C, Class R3 and Class I Shares. The corresponding classes of each Fund have the same investment eligibility criteria. Each Fund normally declares and pays dividends from net investment income, if any, annually. Each Fund declares and pays any taxable capital gains or other taxable distributions once a year at year end. 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 Reorganization

As a condition to closing, the Funds will receive an opinion from Vedder Price P.C. (which will be based on certain factual representations and certain customary assumptions and exclusions) 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, it is expected that neither Fund will recognize gain or loss for federal income tax purposes as a direct result of the Reorganization. As noted above, in connection with the Reorganization, it is expected that a substantial portion (approximately 85%) of the Target Fund’s portfolio assets will be sold prior to the Reorganization, which may result in the Target Fund realizing capital gains prior to the Reorganization. It is estimated that such portfolio repositioning would have resulted in realized capital gains of approximately $3.1 million if such sales occurred as of March 31, 2013. However, due to the Target Fund’s capital loss carryforwards, it is not expected that any such portfolio sales would result in capital gain distributions to Target Fund shareholders. For a more detailed discussion of the federal income tax consequences of the Reorganization, please see “The Proposed Reorganization—Material Federal Income Tax Consequences” below.

 

3


COMPARISON OF THE FUNDS

Investment Objectives

The Funds have substantially similar investment objectives. The Target Fund’s investment objective is long-term growth of capital. The Acquiring Fund’s investment objective is long-term capital appreciation. The Acquiring Fund’s investment objective is fundamental and may not be changed without shareholder approval. The Target Fund’s investment objective may be changed without shareholder approval upon providing notice at least 60 days in advance.

Investment Strategies

The Target Fund and the Acquiring Fund also have similar principal investment strategies and risks. The similarities and differences of the principal investment strategies of the Funds are:

 

Target Fund

  

Acquiring Fund

•    Under normal market conditions, the Fund invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks of mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the market capitalization range of the companies in the Russell Midcap® Index immediately after its most recent reconstitution prior to such purchase.

  

•    Under normal market conditions, the Fund invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell Midcap® Index.

•    In selecting stocks, the Fund’s sub-adviser invests in companies that it believes are attractively valued relative to other companies in the same industry or market; exhibit strong or improving cash flows, revenue and earnings growth or other fundamentals; maintain a strong competitive position; and/or exhibit an identifiable catalyst that could increase the value of the company’s stock over the next two years.

  

•    The sub-adviser’s investment process begins by identifying candidates with excess return potential from two complementary, separate sources: quantitative analysis and fundamental analysis. Investment ideas from these sources then undergo rigorous fundamental analysis. Through this bottom up stock selection process, the team seeks to identify companies likely to outperform their industry peers in the Russell Midcap® Index. Quantitative tools are used to optimize pre-determined risk factors and upside potential within set parameters, with ultimate allocation decisions made by the portfolio management team.

•    The Fund may invest up to 15% of its total assets in non-dollar denominated equity securities of non-U.S. issuers.

  

 

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Target Fund

  

Acquiring Fund

•    The Fund may invest up to 25% of its assets, collectively, in non-dollar denominated equity securities of non-U.S. issuers and in dollar-denominated equity securities of non-U.S. issuers that are either listed on a U.S. stock exchange or represented by depositary receipts that may or may not be sponsored by a domestic bank.

  

•    Up to 15% of the Fund’s total assets may be invested in equity securities of emerging market issuers. A country is considered to be an “emerging market” if it is defined as such by Morgan Stanley Capital International Inc.

  

•    The Fund may utilize options, futures contracts, options on futures contracts, and forward foreign currency exchange contracts (“derivatives”). The 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.

  

Comparison of Principal Investment Strategies

Although the investment objectives of the Funds are not the same, they are substantially similar and the Funds employ similar investment strategies to achieve their investment objectives. Both Funds focus on investing in securities of mid-capitalization companies, and particularly in companies within the market capitalization range of the Russell Midcap® Index. As of January 31, 2013, the Acquiring Fund had a weighted average market capitalization of $9.6 billion, and the Target Fund had a weighted average market capitalization of $8.3 billion.

The Funds have different sub-advisers. The Target Fund is sub-advised by Nuveen Asset Management, LLC (“Nuveen Asset Management”), and the Acquiring Fund is sub-advised by Symphony Asset Management LLC (“Symphony”). The two sub-advisers utilize different investment processes, as described above.

Also, the Target Fund has principal investment strategies that the Acquiring Fund does not. These principal investment strategies permit the Target Fund to (i) invest up to 15% of its total assets in non-dollar denominated equity securities of non-U.S. issuers and (ii) invest up to 25% of its assets, collectively, in non-dollar denominated equity securities of non-U.S. issuers and in dollar-denominated equity securities of non-U.S. issuers that are either listed on a U.S. stock exchange or represented by depositary receipts that may or may not be sponsored by a domestic bank. The Target Fund also may invest up to 15% of its total assets in equity securities of emerging market issuers. The Acquiring Fund does not have principal investment strategies with respect to investments in equity securities of non-U.S. or emerging market issuers.

 

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In addition, the Target Fund may utilize options, futures contracts, options on futures contracts and forward foreign currency exchange contracts as a principal investment strategy. The Acquiring Fund does not have a similar principal investment strategy, but may utilize such financial instruments as a non-principal strategy.

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

The Reorganization may result in one-time brokerage costs for the Target Fund to the extent it is necessary for the Target Fund to sell holdings prior to the Reorganization so that the Acquiring Fund’s portfolio immediately following the Reorganization remains in compliance with its investment policies and restrictions or to the extent that portfolio adjustments are deemed appropriate in light of the different investment processes of the sub-advisers described above. The estimated costs of the Reorganization do not include brokerage commissions or other transaction costs, and such amount will be borne by the Target Fund. If the Reorganization had occurred as of March 31, 2013, the Target Fund would not have been required to dispose of any of its securities in order to comply with the Acquiring Fund’s investment policies and restrictions. However, based on the Funds’ portfolios as of March 31, 2013, it is estimated that the Target Fund will sell approximately 85% of its portfolio prior to the Reorganization because of the different investment processes utilized by the sub-advisers. Actual portfolio sales may be more or less than this amount, depending on the composition of the Funds’ portfolios at the time of the realignment. It is estimated that such portfolio repositioning would have resulted in brokerage commissions or other transaction costs of approximately $21,000, based on average commission rates normally incurred by the Target Fund. Any portfolio sales that occur prior to the Reorganization also may result in the Target Fund realizing capital gains. It is estimated that such portfolio repositioning would have resulted in realized capital gains of approximately $3.1 million if such sales occurred as of March 31, 2013. However, due to the Target Fund’s capital loss carryforwards, it is not expected that any such portfolio sales would result in capital gain distributions to Target Fund shareholders. See “The Proposed Reorganization—Material Federal Income Tax Consequences” below.

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. You may qualify for sales charge discounts on purchases of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in a Fund or other Nuveen mutual funds. Shareholder fees reflect the fees currently in effect for each Fund. Annual Fund Operating Expenses for the Acquiring Fund reflect the Fund’s fees and expenses as of its fiscal year ended September 30, 2012. Annual Fund Operating Expenses for the Target Fund reflect the Fund’s fees and expenses as of its fiscal year ended October 31, 2012. The pro forma fees and expenses are based on the amounts shown in the table for each Fund, assuming the Reorganization occurred as of September 30, 2012.

 

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Shareholder Fees

(paid directly from your investment)

 

      Target
Fund
10/31/12
     Acquiring
Fund
9/30/12
     Combined
Fund Pro
Forma
9/30/12
 

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

        

Class A

     5.75%         5.75%         5.75%   

Class C

     None         None         None   

Class I

     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   

Class C1

     1.00%         1.00%         1.00%   

Class I

     None         None         None   

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

        

Class A

     None         None         None   

Class C

     None         None         None   

Class I

     None         None         None   

Exchange Fees

        

Class A

     None         None         None   

Class C

     None         None         None   

Class I

     None         None         None   

Annual Low Balance Account fee (for accounts under $1,000)2

        

Class A

     $15         $15         $15   

Class C

     $15         $15         $15   

Class I

     $15         $15         $15   

 

1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.
2 Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA).

Annual Fund Operating Expenses

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

 

      Target
Fund
10/31/12
     Acquiring
Fund
9/30/12
     Combined
Fund Pro
Forma1
9/30/12
 

Management Fees

        

Class A

     0.90%         0.72%         0.75%   

Class C

     0.90%         0.72%         0.75%   

Class I

     0.90%         0.72%         0.75%   

Distribution and Service (12b-1) Fees

        

Class A

     0.25%         0.25%         0.25%   

Class C

     1.00%         1.00%         1.00%   

Class I

     0.00%         0.00%         0.00%   

Other Expenses

        

Class A

     0.69%2         3.07%2         0.81%   

Class C

     0.69%2         3.18%2         0.81%   

Class I

     0.69%2         2.63%2         0.81%   

 

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      Target
Fund
10/31/12
    Acquiring
Fund
9/30/12
    Combined
Fund Pro
Forma1
9/30/12
 

Total Annual Fund Operating Expenses

      

Class A

     1.84%        4.04%        1.81%   

Class C

     2.59%        4.90%        2.56%   

Class I

     1.59%        3.35%        1.56%   

Fee Waivers and/or Expense Reimbursements

      

Class A

     (0.43% )3      (2.67% )4      (0.41% )5 

Class C

     (0.43% )3      (2.78% )4      (0.41% )5 

Class I

     (0.43% )3      (2.23% )4      (0.41% )5 

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

      

Class A

     1.41%        1.37%        1.40%   

Class C

     2.16%        2.12%        2.15%   

Class I

     1.16%        1.12%        1.15%   

 

1 Pro forma expenses do not include the expenses to be charged to the Target Fund in connection with the Reorganization, which are expected to be reimbursed by Nuveen. See “The Proposed Reorganization—Reorganization Expenses” for additional information about these expenses.
2 Other Expenses have been restated to reflect current contractual fees.
3 Nuveen Fund Advisors has contractually agreed to waive fees and/or reimburse other Target Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding acquired fund fees and expenses, do not exceed 1.41%, 2.16% and 1.16% for Class A, Class C and Class I shares, respectively. Fee waivers and/or expense reimbursements will not be terminated prior to that time without the approval of the Board.
4 Nuveen Fund Advisors has agreed to waive fees and/or reimburse Acquiring Fund expenses through January 31, 2014 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 1.15% (1.40% after January 31, 2014) of the average daily net assets of any class of Acquiring Fund shares. The expense limitation expiring January 31, 2014 may be terminated or modified prior to that date only with the approval of the Board. The expense limitation of 1.40% in effect thereafter may be terminated or modified only with the approval of shareholders of the Acquiring Fund.
5 If the Reorganization is approved by shareholders and completed, Nuveen Fund Advisors has agreed to waive fees and/or reimburse expenses commencing the first business day following the closing through September 30, 2014 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 1.15% (1.40% after September 30, 2014) of the average daily net assets of any class of Acquiring Fund shares. The expense limitation expiring September 30, 2014 may be terminated or modified prior to that date only with the approval of the Board. The expense limitation of 1.40% in effect thereafter may be terminated or modified only with the approval of shareholders of the Acquiring Fund.

Example

The example below is intended to help you compare the cost of investing in each Fund and the pro forma cost of investing in the combined fund. The example assumes 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 example assumes that your investment has a 5% return each year and that a Fund’s expenses remain at the level shown in the table above. Expense caps are taken into account for the periods stated in the table above, including the permanent expense cap

 

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applicable to the Acquiring Fund. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

      Target
Fund
     Acquiring
Fund
     Combined
Fund Pro
Forma
 

1 Year

        

Assuming you sold your shares at the end of each period

        

Class A

   $ 710       $ 706       $ 711   

Class C

   $ 219       $ 215       $ 220   

Class I

   $ 118       $ 114       $ 119   

Assuming you kept your shares

        

Class A

   $ 710       $ 706       $ 711   

Class C

   $ 219       $ 215       $ 220   

Class I

   $ 118       $ 114       $ 119   

3 Years

        

Assuming you sold your shares at the end of each period

        

Class A

   $ 1,081       $ 1,034       $ 1,044   

Class C

   $ 765       $ 716       $ 727   

Class I

   $ 460       $ 409       $ 421   

Assuming you kept your shares

        

Class A

   $ 1,081       $ 1,034       $ 1,044   

Class C

   $ 765       $ 716       $ 727   

Class I

   $ 460       $ 409       $ 421   

5 Years

        

Assuming you sold your shares at the end of each period

        

Class A

   $ 1,476       $ 1,383       $ 1,400   

Class C

   $ 1,337       $ 1,243       $ 1,260   

Class I

   $ 825       $ 726       $ 744   

Assuming you kept your shares

        

Class A

   $ 1,476       $ 1,383       $ 1,400   

Class C

   $ 1,337       $ 1,243       $ 1,260   

Class I

   $ 825       $ 726       $ 744   

10 Years

        

Assuming you sold your shares at the end of each period

        

Class A

   $ 2,576       $ 2,367       $ 2,399   

Class C

   $ 2,893       $ 2,687       $ 2,719   

Class I

   $ 1,853       $ 1,625       $ 1,660   

Assuming you kept your shares

        

Class A

   $ 2,576       $ 2,367       $ 2,399   

Class C

   $ 2,893       $ 2,687       $ 2,719   

Class I

   $ 1,853       $ 1,625       $ 1,660   

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 each Fund’s performance. The

 

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Funds’ portfolio turnover rates for the most recent fiscal periods for which financial statements are available are set forth below. The portfolio turnover rates for the semi-annual periods are not annualized.

 

Fund

   Fiscal Year Ended      Rate      Semi-Annual Period Ended      Rate  

Target Fund

     10/31/12         198%         4/30/13         57%   

Acquiring Fund

     9/30/12         138%         3/31/13         99%   

After the Reorganization is completed, the portfolio managers of the Acquiring Fund may, in their discretion, sell securities acquired from the Target Fund. To the extent that the portfolio managers choose to sell a significant percentage of such securities, the Acquiring Fund’s portfolio turnover rate and brokerage costs may be higher than they otherwise would have been. In addition, such sales may result in taxable distributions to shareholders of the Acquiring Fund.

Risk Factors

In evaluating the Reorganization, 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 strategies, the principal risks of each Fund are similar. The principal risks of investing in the Acquiring Fund are described below. An investment in the Target Fund is also subject to these risks. In addition, the principal risks of the Target Fund include derivatives risk and non-U.S./emerging markets risk.

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

Mid-Cap Stock Risk. Stocks of mid-cap companies may be subject to more abrupt or erratic market movements than those of larger, more established companies or the market averages in general.

Fundamental Investment Restrictions

The Funds have substantially similar fundamental investment restrictions that cannot be changed without shareholder approval, with the exception that the Target Fund’s investment objective may be changed by the Board without shareholder approval. In addition, each Fund is a diversified fund. As a diversified fund, each Fund, with respect to 75% of its assets, may not invest more than 5% of its total assets in the securities of any one issuer (other than securities issued by other investment companies or by the U.S. government, its agencies, instrumentalities or authorities) and may not purchase more than 10% of the outstanding voting securities of any one issuer.

Performance Information

The total returns of the Funds for the periods ended December 31, 2012, based on historical fees and expenses for each period, are set forth in the bar charts and tables below.

 

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The following bar charts and tables provide some indication of the potential risks of investing in each Fund. Each 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.

The bar charts below show the annual 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 highest/lowest quarterly and year-to-date returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown. The tables below show the average annual returns for the periods ended December 31, 2012 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 and Class I shares will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs or employer-sponsored retirement plans, but such accounts generally are subject to tax upon withdrawal.

Both the bar charts and the tables assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, performance would be reduced.

The Target Fund’s performance for periods prior to May 4, 2009 reflects the Fund’s operations using different investment strategies than are currently in place. Effective October 3, 2005, the Target Fund’s principal investment strategy was changed from investing primarily in technology stocks to investing primarily in common stocks of small- and mid-capitalization companies, and the Target Fund’s name changed from First American Technology Fund to First American Small-Mid Cap Core Fund. Thereafter, effective May 4, 2009, the Target Fund’s principal investment strategy was changed from investing primarily in common stocks of small- and mid-capitalization companies to investing primarily in common stocks of mid-capitalization companies, and the Fund’s name changed from First American Small-Mid Cap Core Fund to First American Mid Cap Select Fund.

Target Fund – Class A Annual Total Return

 

LOGO

 

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During the periods shown in the bar chart, the Target Fund’s Class A shares highest and lowest calendar quarter returns were 28.88% and -22.43%, respectively, for the quarters ended June 30, 2003 and December 31, 2008. The Target Fund’s Class A shares year-to-date return through June 30, 2013 was 13.01%.

Acquiring Fund – Class A Annual Total Return

 

LOGO

During the periods shown in the bar chart, the Acquiring Fund’s Class A shares highest and lowest calendar quarter returns were 17.70% and -25.85%, respectively, for the quarters ended September 30, 2009 and December 31, 2008. The Acquiring Fund’s Class A shares year-to-date return through June 30, 2013 was 12.55%.

 

      Average Annual Total Returns for the Periods Ended
December 31, 2012
 

Target Fund

   1 Year     5 Years     10 Years  

Class A (return before taxes)

     8.16     (0.04 %)      6.65

Class A (return after taxes on distributions)

     8.08     (0.07 %)      6.64

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

     5.41     (0.04 %)      5.86

Class C (return before taxes)

     13.97     0.40     6.49

Class I (return before taxes)

     15.07     1.39     7.55

Russell Midcap® Index (reflects no deduction for fees, expenses or taxes)

     17.28     3.57     10.65

Lipper Mid-Cap Core Classification Average (reflects no deduction for taxes or sales loads)

     15.59     2.23     8.89

 

      Average Annual Total Returns for the Periods Ended
December 31, 2012
 

Acquiring Fund

   1 Year     5 Years     Since Inception
(May 31, 2006)
 

Class A (return before taxes)

     6.31     1.98     3.76

Class A (return after taxes on distributions)

     6.19     1.95     3.42

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

     4.26     1.69     3.05

Class C (return before taxes)

     11.96     2.43     3.91

Class I (return before taxes)

     13.14     3.46     4.96

Russell Midcap® Index (reflects no deduction for fees, expenses or taxes)

     17.28     3.57     5.07

Lipper Mid-Cap Core Classification Average (reflects no deduction for taxes or sales loads)

     15.59     2.23     4.07

 

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Investment Adviser and Sub-Adviser

Both Funds are managed by Nuveen Fund Advisors, 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 is a subsidiary of Nuveen Investments, LLC (“Nuveen Investments”). On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois. The Nuveen family of advisers has been providing advice to investment companies since 1976 and had $224.5 billion of assets under management as of March 31, 2013.

Nuveen Fund Advisors has selected its affiliate, Nuveen Asset Management, located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as a sub-adviser to the Target Fund. Nuveen Asset Management manages the investment of the Target Fund’s assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. Anthony R. Burger and Scott M. Tonneson are the portfolio managers for the Target Fund.

Anthony R. Burger, CFA, has been a portfolio manager of the Target Fund since May 2005. Mr. Burger entered the financial services industry in 1994 and joined FAF Advisors, Inc. (“FAF”) in 2003. He joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior to joining Nuveen Asset Management, he was Director of Quantitative Equity Research at FAF.

Scott M. Tonneson, CFA, has been a portfolio manager of the Target Fund since February 2012. Mr. Tonneson entered the financial services industry in 1994 and joined FAF in 2007. Prior to his current portfolio management role, he was a senior equity research analyst responsible for building quantitative models to deliver relevant data to the equity portfolio teams. He joined Nuveen Asset Management as a Vice President and Senior Research Analyst on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business.

Nuveen Fund Advisors has selected its affiliate, Symphony, located at 555 California Street, Suite 2975, San Francisco, California 94104, to serve as sub-adviser to the Acquiring Fund, and Symphony will continue to serve as sub-adviser to the Acquiring Fund following the Reorganization. Symphony manages the investment of the Acquiring Fund’s assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. Gunther Stein, Ross Sakamoto and Joel Drescher are the portfolio managers for the Acquiring Fund.

Gunther Stein, Chief Investment Officer and Chief Executive Officer at Symphony, has managed the Acquiring Fund since June 2010. Mr. Stein is responsible for leading Symphony’s fixed-income and equity investments strategies and research and overseeing firm trading. Prior to joining Symphony in 1999, Mr. Stein was a high yield portfolio manager at Wells Fargo Bank, where he managed a high yield portfolio, was responsible for investing in public high yield bonds and bank loans and managed a team of credit analysts.

Ross Sakamoto, Co-Director of Equity at Symphony, has managed the Acquiring Fund since July 2010. He is responsible for co-heading Symphony’s equity investment strategies along with Joel Drescher and overseeing the equity trading and research activities. Mr. Sakamoto has over

 

13


twenty years of industry experience and returned to Symphony in 2010 after having spent six years with Symphony from 1996 to 2002 as an Equity Portfolio Manager of long-only and hedged strategies. From 2008 to 2010, Mr. Sakamoto was a Director in the Quantitative Services group at Deutsche Bank Advisors. Prior to joining Deutsche Bank in 2008, he focused on program trading at Bear Stearns & Company from 2002 to 2007.

Joel Drescher, Co-Director of Equity at Symphony, has managed the Acquiring Fund since June 2012. He is responsible for co-heading Symphony’s equity investment strategies along with Ross Sakamoto. From 2007 to 2011, Mr. Drescher was a Sector Manager at Ascend Capital, where he was responsible for managing all aspects of the investment process for the firm’s consumer discretionary portfolio. From 2006 to 2007, he was the Chief Operations Officer and a Senior Research Analyst at Odyssey Value Advisors and earlier in his career a Financial Analyst in the investment banking group at ING Barings, LLC.

For a complete description of the advisory services provided to the Acquiring Fund, see the section of the Acquiring Fund’s Prospectus entitled “Who Manages the Funds” and the sections of the Acquiring 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 respective Fund is provided in such Fund’s Statement of Additional Information.

Advisory and Other Fees

Pursuant to investment management agreements between Nuveen Fund Advisors and the Trust, on behalf of the Acquiring Fund, and Nuveen Fund Advisors and the Corporation, on behalf of the Target Fund, each Fund pays Nuveen Fund Advisors a fund-level fee, payable monthly, at the annual rates set forth below:

 

Target Fund - Management Fee

    

Acquiring Fund - Management Fee

 

Average Daily Net Assets

   Fee Rate     

Average Daily Net Assets

   Fee Rate  

For the first $125 million

     0.7000%       For the first $125 million      0.5500%   

For the next $125 million

     0.6875%       For the next $125 million      0.5375%   

For the next $250 million

     0.6750%       For the next $250 million      0.5250%   

For the next $500 million

     0.6625%       For the next $500 million      0.5125%   

For the next $1 billion

     0.6500%       For the next $1 billion      0.5000%   

For net assets over $2 billion

     0.6250%       For net assets over $2 billion      0.4750%   

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 individual complex-level fee rate is determined by taking the current overall complex-level fee rate, which is based on the aggregate amount of the “eligible assets” of all Nuveen funds, and making an upward adjustment to that rate (subject to the maximum 0.20% rate noted above) based upon the percentage of the Fund’s assets, if any, that are not “eligible assets.” For each Nuveen Fund that was formerly a First American Fund, including the Target Fund, the portion of the Fund’s assets classified as “eligible assets” excludes some or all of the Fund’s assets, based on the Fund’s size relative to its size at the time Nuveen Fund Advisors became the Fund’s investment adviser. As a result, the Target Fund’s complex-level fee rate is higher than the complex-level fee rate

 

14


for the Acquiring Fund. As of March 31, 2013 the complex-level fee rate applicable to the Acquiring Fund was 0.1668%, and the complex-level fee rate applicable to the Target Fund was 0.2000%. Because the Target Fund has experienced net redemptions subsequent to the time Nuveen Fund Advisors became the Fund’s investment adviser, none of the Target Fund’s assets are eligible assets. The Acquiring Fund’s assets after the Reorganization attributable to the Target Fund will retain their status as ineligible assets for purposes of calculating the combined fund’s complex-level fee. As a result, the combined fund will have a higher complex-level fee rate than the Acquiring Fund. Information regarding the considerations by the Board with respect to the approval of the investment management agreements for the Funds is currently available in the Target Fund’s and Acquiring Fund’s annual reports to shareholders for the fiscal year ended October 31, 2012 and September 30, 2012, respectively.

If the Reorganization is approved by shareholders and completed, Nuveen Fund Advisors has agreed to waive fees and/or reimburse expenses for the combined fund 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, after fee waivers and/or expense reimbursements do not exceed 1.15% (1.40% after September 30, 2014) of the average daily net assets of any share class. The expense limitation expiring September 30, 2014 may not be terminated or modified prior to that date without approval of the Board. The expense limitation of 1.40% in effect thereafter may be terminated or modified only with the approval of shareholders of the Acquiring Fund.

For the Acquiring Fund’s fiscal year ended September 30, 2012 and for the Target Fund’s fiscal year ended October 31, 2012, each Fund paid its investment adviser the following management fees (net of any fee waivers and expense reimbursements) as a percentage of average net assets:

 

      Management Fee Rate  

Target Fund

     0.41

Acquiring Fund

     * 

 

* For the most recent fiscal year, Nuveen Fund Advisors reimbursed expenses in excess of management fees.

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

For a complete description of these arrangements for the Acquiring Fund, see the section of the Fund’s Prospectus entitled “What Share Classes We Offer” and the section of the Fund’s Statement of Additional Information entitled “Distributor.”

Board Members and Officers

The same individuals constitute the Board of each Fund, and the Funds have the same 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. There are currently ten members of the Board, one of whom is an “interested person” (as

 

15


defined in the 1940 Act) and nine 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 “Management” in the Statement of Additional Information for the Acquiring Fund, which is incorporated herein by reference.

Distribution, Purchase, Redemption, Exchange of Shares and Dividends

The Target Fund offers three classes of shares: Class A, Class C and Class I shares. The Acquiring Fund offers four classes of shares: Class A, Class C, Class R3 and Class I shares. 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 each Fund 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 the Target Fund exchanged in connection with the Reorganization. Any purchases of any class of shares made after the Reorganization will be subject to the standard fee structure applicable to such class. Class R3 shares of the Acquiring Fund are available only through certain retirement plans and are not offered through this Proxy Statement/Prospectus. The Acquiring Fund’s initial and subsequent investment minimums generally are set forth in the following table, although the Fund may reduce or waive the minimums in some cases. The Target Fund’s investment minimums for Class A, Class C and Class I shares are identical to the Acquiring Fund’s investment minimums for Class A, Class C and Class I shares, respectively.

 

     Class A and Class C    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 fee-based programs and certain retirement plans, 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 eligible retirement plans and certain other categories of eligible investors as described in the prospectus.

Minimum Additional Investment   $ 100    No minimum.

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.”

Each Fund normally declares and pays dividends from net investment income, if any, annually. Each Fund declares and pays any taxable capital gains or other taxable distributions once a year at year

 

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end. If the Reorganization is approved by the shareholders of the Target Fund, the Target Fund intends to distribute to its shareholders, prior to the closing of the Reorganization, all its net investment income and net capital gains, if any, for the fiscal period ending on the Closing Date. Due to the Target Fund’s capital loss carryforwards, a net capital gain distribution is not expected. However, in light of unrealized capital gains currently in each Fund’s portfolio, Target Fund shareholders may be subject to higher capital gain distributions in the future than they would have been absent the Reorganization. See “The Proposed Reorganization—Material Federal Income Tax Consequences” below.

Tax Information

The Funds’ distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan. Tax-deferred accounts will be taxed upon withdrawal.

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

THE PROPOSED REORGANIZATION

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

The Target Fund will transfer all of its assets to the Acquiring Fund, and in exchange, the Acquiring Fund will assume all the liabilities of the 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. At the designated time on the Closing Date as set forth in the Agreement, the Target Fund will distribute in complete liquidation and termination 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 Target Fund

 

17


on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Target Fund shareholders, and representing the respective pro rata number of Acquiring Fund shares, by class, due such shareholders. All issued and outstanding shares of the Target Fund will be canceled on the books of the Target Fund. As a result of the proposed Reorganization, each Target Fund Class A, Class C and Class I shareholder will receive a number of Acquiring Fund Class A, Class C 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 and Class I shares surrendered by such shareholder.

The consummation of the Reorganization is subject to the terms and conditions of, and the representations and warranties being true as set forth in, the Agreement. The Agreement may be terminated by mutual agreement of the Funds. In addition, either Fund may at its option terminate the Agreement at or before the Closing due to (i) a breach by any other party of any representation, warranty, or agreement to be performed at or before the Closing, 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 a Fund.

The 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 Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund’s list 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, the 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 the Target Fund prior to the Reorganization. Notwithstanding the foregoing, nothing in the Agreement will require the 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 Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Target Fund. If the Reorganization had occurred as of March 31, 2013, the Target Fund would not have been required to dispose of any of its securities to comply with the Acquiring Fund’s investment policies and restrictions. Based on the Funds’ portfolios as of March 31, 2013, it is estimated that the Target Fund will sell approximately 85% of its portfolio prior to the Reorganization because of the different investment processes utilized by the sub-advisers. Any portfolio sales that occur prior to the Reorganization may result in additional brokerage commissions or other portfolio transaction costs to the Target Fund and may result in the Target Fund realizing capital gains prior to the Reorganization. The estimated costs of the Reorganization do not include brokerage commissions or other transaction costs, and such amount will be borne by the Target Fund. It is estimated that such portfolio repositioning would have resulted in brokerage commissions or other transaction costs of approximately $21,000, based on average commission rates normally incurred by the Target Fund and realized capital gains of approximately $3.1 million if such sales occurred as of March 31, 2013. However, due to the Target Fund’s capital loss carryforwards, it is not expected that any such portfolio sales would result in capital gain distributions to Target Fund shareholders. See “—Material Federal Income Tax Consequences” below.

 

18


Description of Securities to be Issued

Shares of Beneficial Interest. The Acquiring Fund has established and designated four classes of shares, par value $0.01 per share, including Class A, Class C, Class R3 and Class I shares. The Trust’s declaration of trust (the “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 the Trust, an open-end management investment company registered with the SEC under the 1940 Act. The Trust currently has 18 series, including the Acquiring Fund, and the Board may, in its sole discretion, create additional series from time to time. Separate votes generally are taken by each series on matters affecting an individual series. 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 shareholders’ meeting.

Continuation of Shareholder Accounts and Plans; Share Certificates

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 the 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 Reorganization.

Service Providers

U.S. Bank National Association and State Street Bank & Trust Company serve as the custodians for the assets of the Target Fund and the Acquiring Fund, respectively. Boston Financial Data Services, Inc. serves as the Funds’ transfer, shareholder services, and dividend paying agent. PricewaterhouseCoopers LLP serves as the independent auditors for each Fund.

Material Federal Income Tax Consequences

As a condition to each Fund’s obligation to consummate the Reorganization, each 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) 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 by the Target Fund of all its 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, followed by the pro rata, by class, distribution of all the Acquiring Fund shares received by the Target Fund to the Target Fund shareholders in complete liquidation of the Target Fund as soon as practicable thereafter, will constitute “a reorganization” within the

 

19


  meaning of Section 368(a) 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.

 

  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 the Acquiring Fund shares so received to the 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 Target Fund shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Target Fund 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 shares of the Target Fund 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 shares of the Target Fund 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 assets of the Target Fund received 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 the Reorganization on the 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.

Prior to the closing of the Reorganization, the Target Fund will declare a distribution to its shareholders, which together with all previous distributions, will have the effect of distributing to shareholders at least all its net investment income and realized net capital gains (after reduction by any available capital loss carryforwards), if any, through the Closing Date of the Reorganization. This distribution will be taxable to shareholders who are subject to federal income tax and may include net capital gains resulting from the sale of portfolio assets discussed below. Additional distributions may be made if necessary. However, due to the Target Fund’s capital loss carryforwards, a net capital gain

 

20


distribution is not expected to be made. All dividends and distributions will be reinvested in additional shares of the 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 the Target Fund’s portfolio assets are sold prior to the 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 Target 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 (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 who are subject to federal income tax. However, due to the Target Fund’s capital loss carryforwards, it is not expected that any such portfolio sales would result in capital gain distributions to Target Fund shareholders.

After the Reorganization, the Acquiring Fund’s ability to use the 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 Reorganization not occurred. The effect of these potential limitations 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 Reorganization and the amount of unrealized capital gains in the Funds at the time of the Reorganization. However, even if the Reorganization did not occur, it is likely that the Target Fund would be unable to utilize a significant portion of its carryforwards.

At March 31, 2013, the Acquiring Fund had no unused capital loss carryforwards, while the Target Fund had unused capital loss carryforwards available for federal income tax purposes to be applied against future capital gains, if any. If not applied, the capital loss carryforwards will expire as follows:

 

      Target Fund  

Expiration Date:

  

October 31, 2016

   $ 3,329,146   

October 31, 2017

     15,708,192   
  

 

 

 

Total

   $ 19,037,338   
  

 

 

 

For net capital losses arising in taxable years beginning after December 22, 2010 (“post-enactment losses”), a Fund will generally be able to carryforward such capital losses indefinitely. A Fund’s net capital losses from taxable years beginning on or prior to December 22, 2010, however, will remain subject to their current expiration dates and can be used only after the post-enactment losses.

In addition, shareholders of the 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 Reorganization when such income and gains are eventually distributed by the Acquiring Fund. As a

 

21


result, shareholders of the Target Fund may receive a greater amount of taxable distributions than they would have had the Reorganization not occurred.

This description of the federal income tax consequences of the Reorganization 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 Reorganization, including the applicability and effect of state, local, non-U.S. and other tax laws.

Reorganization Expenses

The expenses associated with the Reorganization include, but are not limited to, legal and auditing fees, the costs of printing and distributing this Proxy Statement/Prospectus, and the solicitation expenses discussed below. Each Fund will be allocated the costs of the Reorganization in an amount up to its projected cost savings, if any, during the first year following the Reorganization. Nuveen Fund Advisors estimates that the costs of the Reorganization will be approximately $159,000 and that the cost savings during the first year following the Reorganization will be approximately $2,600 for the Target Fund. The Acquiring Fund is not expected to realize any cost savings. As a result, the Target Fund is expected to be charged approximately $2,600 of the costs of the Reorganization, and the Acquiring Fund will not be charged any of the Reorganization costs. To the extent that such Reorganization expenses exceed the projected cost savings for the Target Fund during the first year following the Reorganization, Nuveen will pay such expenses. In addition, to the extent that Target Fund expenses including these Reorganization expenses would exceed the Target Fund’s current expense cap, Nuveen will reimburse such expenses to the extent necessary to operate within the cap. Based on current expense levels, it is anticipated that Nuveen will absorb all expenses charged to the Target Fund. If the Reorganization is not approved or completed, Nuveen will pay all such Reorganization expenses.

The Target Fund has engaged Computershare Fund Services to assist in the solicitation of proxies at an estimated cost of $12,000, which is included in the expense estimate above.

Comparison of Massachusetts Business Trusts and Maryland Corporations

The following description is based on relevant provisions of applicable Massachusetts law and the Maryland General Corporation Law (the “MGCL”) and each Fund’s operative documents. This summary does not purport to be complete and we refer you to applicable Massachusetts law, the MGCL and each Fund’s operative documents.

In General

The Acquiring Fund is a series of a Massachusetts business trust. A fund organized as a series of 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. 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. Because Massachusetts law governing business trusts provides more flexibility compared to typical state corporate statutes, the Massachusetts business trust has become a common form of organization for mutual funds. However, some consider it less desirable than other entities because it relies on the terms of the applicable declaration and judicial interpretations rather than statutory

 

22


provisions for substantive issues, such as the personal liability of shareholders and trustees, and does not provide the level of certitude that corporate laws like those of Maryland, or newer statutory trust laws, such as those of Delaware, provide.

The Target Fund is a series of a Maryland corporation. A fund organized as a series of a Maryland corporation is governed both by the MGCL and the Maryland corporation’s charter and bylaws. For a Maryland corporation, unlike a Massachusetts trust, the MGCL prescribes many aspects of corporate governance.

Shareholders of a Maryland corporation generally are shielded from personal liability for the corporation’s debts or obligations. Shareholders of a Massachusetts business trust, on the other hand, are not afforded the statutory limitation of personal liability generally afforded to shareholders of a corporation from the trust’s liabilities. 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 Trust’s declaration of trust (the “Declaration of Trust”) 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. The directors of a Maryland corporation, on the other hand, generally are shielded from personal liability for the corporation’s acts or obligations by the MGCL. Courts in Massachusetts have, however, recognized limitations of a trustee’s personal liability in contract actions for the obligations of a trust contained in the trust’s declaration, and declarations 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 contains such provisions.

Massachusetts Business Trusts

The Acquiring Fund is governed by the Declaration of Trust and the Trust’s amended and restated by-laws (the “By-Laws”). Under the Declaration of Trust, any determination as to what is in the interests of the Trust made by the trustees in good faith is conclusive, and in construing the provisions of the Declaration of Trust, there is a presumption in favor of a grant of power to the trustees. Further, the Declaration of Trust provides that certain determinations made in good faith by the trustees are binding upon the Trust and all shareholders, and shares are issued and sold on the condition and understanding, evidenced by the purchase of shares, that any and all such determinations shall be so binding. The following is a summary of some of the key provisions of the Acquiring Fund’s 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 circumstances, particularly where the merger or consolidation involves an affiliated party. The Declaration of Trust requires 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

 

23


Massachusetts business corporation) and certain amendments to the Declaration 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 provide that the holders of a majority of the voting power of the shares of beneficial interest of the Acquiring 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 Declaration of Trust or the By-Laws, the Declaration of Trust provides that the affirmative vote of the holders of a majority, except in the case of the election of trustees which shall only require a plurality, 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.

Election and Removal of Trustees

The Declaration of Trust provides that the trustees determine the size of the Board, subject to a minimum of two and a maximum of twelve, may 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. A trustee may only be removed for cause by action of 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 Declaration 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. Shares are subject to such other preferences, conversion, exchange or similar rights, as the trustees may determine.

Series and Classes

The Declaration of Trust gives 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 merge or terminate a series or a class without a vote of shareholders under certain circumstances.

Amendments to Declaration of Trust

Amendments to the Declaration of Trust generally require the consent of shareholders owning more than 50% of shares entitled to vote, voting in the aggregate and not by class except to the extent that applicable law may require voting by class, although certain amendments may be made by the trustees without a shareholder vote.

Shareholder, Trustee and Officer Liability

The Declaration of Trust provides that shareholders have no personal liability for any debt or obligation of the Trust and requires the Trust to indemnify a shareholder from any loss or expense

 

24


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, the Trust will assume the defense of any claim against a shareholder for personal liability at the request of the shareholder. Similarly, the Declaration of Trust provides 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 Declaration of Trust further provides for indemnification of such persons and advancement of the expenses of defending any such actions for which indemnification might be sought. The Declaration of Trust also provides that the trustees may rely in good faith on expert advice.

Preemptive Rights

Pursuant to the Declaration of Trust, shareholders of the Acquiring Fund have no preemptive rights or other rights to subscribe to additional shares.

Derivative Actions

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

Maryland Corporations

A Maryland corporation is governed by the MGCL, its charter and bylaws. Some of the key provisions of the MGCL are summarized below.

Shareholder Voting

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, or engage in a statutory share exchange, merger or consolidation unless approved by a vote of shareholders. Depending on the circumstances and the charter of the corporation, there may be various exceptions to these votes. Shareholders of Maryland corporations are generally entitled to one vote per share and fractional votes for fractional shares held. The Corporation’s charter (the “Charter”) and bylaws contain such provisions.

Election and Removal of Directors

Shareholders of a Maryland corporation generally are entitled to elect and remove directors. Shareholders of the Corporation may elect directors at any annual meeting or a special meeting in lieu thereof. Provided the charter or bylaws so provide, the MGCL does not require a corporation registered as an open-end investment company to hold an annual meeting in any year in which the election of directors is not required by the 1940 Act. The Charter contains such a provision. Under the bylaws of the Corporation, a special meeting of shareholders shall be called upon the written request of the holders of shares entitled to cast not less than 10% of all votes entitled to vote at such meeting. The bylaws of the Corporation provide that shareholders may, at any meeting of shareholders duly called and at which a quorum is present, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies.

 

25


Amendments to the Charter

Under the MGCL, shareholders of corporations generally are entitled to vote on amendments to the charter. However, the board of directors of a Maryland corporation is authorized, without a vote of the shareholders, to amend the charter to change the name of the corporation, to change the name or other designation of any class or series of stock and to change the par value of any class or series of stock. Under the MGCL, generally a change in the name or other designation of a class or series of stock, however, may not change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, or terms or conditions of redemption. The board of directors of a Maryland corporation may, however, if permitted by the charter, without a vote of the shareholders, classify or reclassify any unissued stock by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption. The Charter permits the Board to do so. The MGCL permits the board of directors of an open-end investment company to supplement the charter without a vote of the shareholders to increase the aggregate number of authorized shares or the number of shares in any class or series, unless prohibited by the charter. The Charter does not prohibit the Board from doing so.

Issuance of Shares

The board of directors of a Maryland corporation has the power to authorize the issuance of stock and, prior to issuance of shares of each class or series, the board of directors of a Maryland corporation is required by Maryland law to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series.

Shareholder, Director and Officer Liability

Under Maryland law, shareholders generally are not personally liable for debts or obligations of a corporation. Maryland law provides that a director who has met his or her statutory standard of conduct has no liability for reason of being or having been a director. Maryland law provides that a corporation may indemnify and advance expenses to its directors for acts and omissions in their official capacity, subject to certain exceptions, and the Charter requires the Corporation to do so. The indemnification provisions and the limitation on liability are both subject to any limitations of the 1940 Act, which generally provides that no director or officer shall be protected from liability to the corporation or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The provisions governing the advance of expenses are subject to applicable requirements of the 1940 Act or rules thereunder.

Preemptive Rights

Pursuant to the Charter, shareholders of the Target Fund have no preemptive rights.

Derivative Actions

Under Maryland law, applicable case law at the time of a particular derivative action will establish any requirements or limitations with respect to shareholder derivative actions.

The foregoing is only a summary of certain rights of shareholders under the governing documents of the Trust and the Corporation and under applicable state law, and is not a complete description of

 

26


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 table sets forth the capitalization of the Target Fund and the Acquiring Fund as of March 31, 2013, and the pro forma capitalization of the combined fund as if the Reorganization had occurred on that date. These numbers may differ at the Closing Date.

Capitalization Table as of March 31, 2013 (Unaudited)

 

      Target Fund      Acquiring Fund      Pro Forma
Adjustments
    Pro Forma
Combined Fund
 

Net Assets

          

Class A

   $ 11,236,178       $ 2,589,202       $ (32,795 )(a)    $ 13,792,585 (a) 

Class C

     1,821,185         714,245         (5,316 )(a)      2,530,114 (a) 

Class R3

     N/A         389,193                389,193 (a) 

Class I

     13,912,388         1,520,412         (40,606 )(a)      15,392,194 (a) 
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 26,969,751       $ 5,213,052       $ (78,717   $ 32,104,086   
  

 

 

    

 

 

    

 

 

   

 

 

 

Shares Outstanding

          

Class A

     956,332         92,577         (555,755 )(b)      493,154 (b) 

Class C

     169,739         26,657         (101,967 )(b)      94,429 (b) 

Class R3

     N/A         13,913                13,913 (b) 

Class I

     1,131,138         53,739         (640,840 )(b)      544,037 (b) 
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

     2,257,209         186,886         1,298,562        1,145,533   
  

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value Per Share

          

Class A

     $11.75         $27.97           $27.97   

Class C

     $10.73         $26.79           $26.79   

Class R3

     N/A         $27.97           $27.97   

Class I

     $12.30         $28.29           $28.29   

Shares Authorized

          

Class A

     2 billion         Unlimited           Unlimited   

Class C

     2 billion         Unlimited           Unlimited   

Class R3

     N/A         Unlimited           Unlimited   

Class I

     2 billion         Unlimited           Unlimited   

 

(a) The costs associated with the proposed Reorganization are estimated to be approximately $159,000, of which $2,600 will be charged to the Target Fund based on the expected cost savings during the first year following the Reorganization. The Acquiring Fund is not expected to realize cost savings from the Reorganization, and therefore no costs will be charged to the Acquiring Fund. All remaining Reorganization costs will be paid by Nuveen. Based on current expense levels, it is anticipated that the Target Fund’s expenses will exceed its expense cap and Nuveen will reimburse all of the Reorganization expenses charged to the Target Fund, and, therefore, the figures do not reflect the $2,600 to be charged to the Target Fund or the other costs of the Reorganization described above. Furthermore, figures assume the Target Fund distributes its undistributed net investment income of $78,717 to its shareholders prior to the Reorganization.
(b) Figures reflect the issuance by the Acquiring Fund of approximately 400,577 Class A shares, 67,772 Class C Shares, and 490,298 Class I shares to shareholders of the corresponding share class of the Target Fund in connection with the proposed Reorganization.

 

27


Legal Matters

Certain legal matters concerning the issuance of Class A, Class C and Class I shares of the Acquiring Fund, and the federal income tax consequences of the Reorganization will be passed on by Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601.

Information Filed with the Securities and Exchange Commission

This 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 requirements of the Securities Act of 1933, as amended, and the 1940 Act, to which reference is hereby made. The SEC file number for the registration statement containing the current Prospectus and Statement of Additional Information for the Target Fund is Registration No. 811-05309, and the SEC file number for the registration statement containing the current Prospectus and Statement of Additional Information for the Acquiring Fund is Registration No. 811-08333. Such Prospectuses and Statements of Additional Information relating to the Funds are incorporated herein by reference.

THE BOARD’S APPROVAL OF THE REORGANIZATION

Based on the considerations described below, the Board of each Fund has determined that the Reorganization would be 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. The Board has approved the Reorganization and recommends that the Target Fund shareholders vote in favor of the Reorganization.

In preparation for the meeting of the Board held on April 17-18, 2013 (the “Meeting”) at which the Reorganization was considered, the Adviser provided the Board with information for the Meeting or at prior meetings regarding the proposed Reorganization, including the rationale therefor and alternatives considered to the Reorganization of the Funds. Prior to approving the Reorganization, the independent board members reviewed 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. In approving the Reorganization, the Board considered a number of principal factors in reaching its determination, including the following:

 

   

the similarities and differences in the Funds’ investment objectives and principal investment strategies;

 

   

the Funds’ relative risks;

 

   

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;

 

28


   

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

 

   

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

 

   

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

 

   

the effect of the Reorganization on shareholder services and shareholder rights;

 

   

alternatives to the Reorganization; and

 

   

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

Investment Similarities and Differences

Based on the information presented, the Board noted that the Funds have similar investment objectives. In this regard, the investment objective of the Acquiring Fund is to seek long-term capital appreciation and the investment objective of the Target Fund is long-term growth of capital. The Board further noted that the principal investment strategies of the Target Fund and Acquiring Fund appear similar, although there are certain differences. Under normal market conditions, the Acquiring Fund invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell MidCap® Index. Under normal market conditions, the Target Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in common stocks of mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the market capitalization range of the companies in the Russell MidCap® Index immediately after its most recent reconstitution prior to such purchase. In terms of similarities, the Board recognized that both Funds focus on investing in securities of mid-capitalization companies, and particularly in companies within the market capitalization range of the Russell MidCap® Index. In terms of differences, however, the Board noted that the Target Fund has certain principal investment strategies that the Acquiring Fund does not. These principal investment strategies permit the Target Fund to (i) invest up to 15% of its total assets in non-dollar denominated equity securities of non-U.S. issuers and (ii) invest up to 25% of its assets, collectively, in non-dollar denominated equity securities of non-U.S. issuers and in dollar-denominated equity securities of non-U.S. issuers that are either listed on a U.S. stock exchange or represented by depositary receipts that may or may not be sponsored by a domestic bank. The Board observed that the Target Fund may also invest up to 15% of its total assets in equity securities of emerging market issuers. The Acquiring Fund, in contrast, does not have principal investment strategies with respect to investments in equity securities of non-U.S. or emerging market issuers. Further, the Board noted that the Target Fund may utilize options, futures contracts, options on futures contracts and forward foreign currency exchange contracts as a principal investment strategy while the Acquiring Fund does not have a similar principal investment strategy (although the Acquiring Fund may utilize a variety of financial instruments as a non-principal investment strategy). Moreover, the Board recognized that the Funds have different sub-advisers that utilize different investment processes for the respective Funds.

 

29


Relative Risks

The Board noted that because the Funds’ investment strategies are similar, the principal risks of investing in the Funds are also similar, although there are certain differences. An investment in the Acquiring Fund is subject to equity security risk and mid-cap stock risk. An investment in the Target Fund is also subject to such risks, as well as derivatives risk and non-U.S./emerging markets risk.

Relative Sizes

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

Investment Performance and Portfolio Managers

The Board considered the investment performance of the Funds over various periods and noted that they were managed by different sub-advisers and portfolio managers, and that, following the Reorganization, the sub-adviser and portfolio managers of the Acquiring Fund would manage the combined fund. The Board observed, among other things, that with respect to Class A shares, the Acquiring Fund has outperformed the Target Fund over the three- and five-year periods and for three of the past four calendar years as of February 28, 2013.

Fees and Expense Ratios

The Board considered the fees and expense ratios of each class of the Funds (including estimated expenses of the Acquiring Fund following the Reorganization) and the impact of expense caps, if any. The Board noted that the management fees of the Acquiring Fund were lower than those of the Target Fund and that net total operating expenses for the combined fund were expected to be slightly lower than the net total operating expenses of the Target Fund after expense reimbursement. For the Acquiring Fund, gross expenses were expected to decrease, and the independent board members noted that the Adviser had agreed to extend the current expense cap for the Acquiring Fund until September 30, 2014 if the Reorganization is approved by shareholders of the Target Fund and completed.

The Board recognized that the management fees for the Funds are comprised of fund-level and complex-level fees. Pursuant to the complex-wide fee arrangement, the fees of funds in the Nuveen complex are reduced as assets in the fund complex reach certain levels. The complex-wide fee arrangement seeks to provide the benefits of economies of scale to fund shareholders when total fund complex assets increase, even if assets of a particular fund are unchanged or decrease. The Board observed that complex-level fees were lower for the Acquiring Fund than for the Target Fund. When the Target Fund became part of the Nuveen complex, a portion of such Fund’s assets were deemed ineligible for purposes of calculating the effective complex-wide fee rate. Because the Target Fund has experienced net redemptions since it became part of the Nuveen complex, all of such Fund’s assets are currently ineligible assets. Accordingly, the combined fund will participate in complex-wide fee savings to a lesser extent than the Acquiring Fund.

 

30


Tax Consequences of the Reorganization

The Board considered the tax implications of the Reorganization. The Board noted that the Reorganization will be structured with the intention that it qualify as a tax-free reorganization for federal income tax purposes. The Board further 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. In this regard, because the Target Fund had significant capital loss carryforwards, the Board recognized that the limits may preclude the Acquiring Fund from fully utilizing the Target Fund’s capital loss carryforwards (although it was likely that the Target Fund would be unable to use a significant portion of its carryforwards even if the Reorganization did not occur). Moreover, the Board recognized that the Target Fund’s capital loss carryforwards may be a potential benefit to Acquiring Fund shareholders. The Board further noted that there may be some gains or losses resulting from portfolio realignment related to the Reorganization. The Board also considered that Target Fund and Acquiring Fund shareholders were subject to similar exposure to unrealized portfolio net appreciation and that, depending on market conditions and portfolio turnover, Target Fund shareholders may be subject to higher capital gains distributions in the future than they would have been absent the Reorganization as a result of the annual limit on the use of capital loss carryforwards.

Costs of the Reorganization

The Board considered the projected cost savings (if any) of each Fund during the first year following the Reorganization. The Board noted that each Fund will be allocated the costs of the Reorganization in an amount up to its projected cost savings, if any, during the first year following the Reorganization, subject to expense cap limitations. In this regard, the Board recognized that no material cost savings were anticipated for the shareholders of the Acquiring Fund. If the Reorganization is not ultimately completed, Nuveen will bear all the expenses incurred in connection with the proposed Reorganization.

Dilution

The terms of the Reorganization are intended to avoid dilution of the interests of the shareholders of the Funds. In this regard, shareholders of each class of shares of the Target Fund will receive the same class of shares in the Acquiring Fund, equal in total value to the total value of the shares of the Target Fund held.

Effect on Shareholder Services and Shareholder Rights

The Board noted that shareholders of the 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 Target Fund is a series of a Maryland corporation, whereas the Acquiring Fund is a series of a Massachusetts business trust. In this regard, the rights of Target Fund shareholders differ in certain respects from those of Acquiring Fund shareholders. Notwithstanding the foregoing, the principal attributes of a share in each Fund are comparable as a share in each Fund is entitled to one vote per share held and fractional votes for fractional shares held.

Alternatives to the Reorganization

The Board recognized that the Target Fund, which had been in net redemptions in recent years, was expected to continue to see further redemptions and that the development of future distribution opportunities for it as a separate fund were unlikely. The Board could have decided to liquidate the

 

31


Target Fund; however, the Board did not believe this option was in the best interests of shareholders of the Target Fund as liquidation is a taxable event which could result in the realization of taxable capital gains to shareholders depending on the shareholder’s cost basis and the loss of any potential benefit that the Fund’s capital loss carryforwards might have provided.

Potential Benefits to Nuveen Fund Advisors and Affiliates

The Board recognized that the Reorganization may result in some benefits and economies for the Adviser and its affiliates. These may include, for example, a reduction in the level of operational expenses incurred for administrative, compliance and portfolio management services as a result of the elimination of the Target Fund as a separate fund in the Nuveen complex.

Conclusion

The Board, including the independent board members, approved the Reorganization, concluding that the Reorganization is in the best interests of both Funds and that the interests of existing shareholders of the Funds will not be diluted as a result of the Reorganization. The Board did not identify any single factor discussed above as all-important or controlling, but considered all such factors together in approving the Reorganization.

OTHER INFORMATION

Shareholders of the Funds

The following tables set forth the percentage of ownership of each person who, as of July 26, 2013, the record date with respect to the Special Meeting, owns of record, or is known by the Funds to own of record or beneficially, 5% or more of any class of shares of either Fund. The tables also set forth the estimated percentage of shares of the combined fund that would have been owned by such parties if the Reorganization had occurred on July 26, 2013. 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 voting shares) of a Fund can control the Fund and determine the outcome of a shareholder meeting.

 

Target Fund
Class    Name and Address of Owner    Percentage of
Ownership
  Estimated Pro
Forma Percentage of
Ownership of the
Combined Fund
After  the
Reorganization

Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

211 Main St

San Francisco CA 94105-1905

   25.22%   20.87%
  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     7.55%   9.24%

 

32


Target Fund
Class    Name and Address of Owner    Percentage of
Ownership
  Estimated Pro
Forma Percentage of
Ownership of the
Combined Fund
After  the
Reorganization
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     5.26%   4.35%

Class C Shares

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

   11.36%   11.79%
  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

   11.13%   8.06%
  

State Street Bank & Trust Cust

Tom S Reed SEP IRA

19486 Elena Ln

Jamul CA 91935-6835

     9.59%   6.94%

Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

   44.85%   40.45%
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

   35.15%   31.70%
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

   11.30%   10.19%
  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     6.40%   5.77%

 

33


Acquiring Fund
Class    Name and Address of Owner    Percentage of
Ownership
  Estimated Pro
Forma Percentage of
Ownership of the
Combined Fund
After  the
Reorganization

Class A Shares

  

LPL Financial

FBO: Customer Accounts

Attn: Mutual Fund Operations

9785 Towne Centre Drive

San Diego CA 92121-1968

   21.90%   3.78%
  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

   17.34%   9.24%
  

National Financial Services LLC

For the Exclusive Benefit of our Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

   15.23%   2.63%
  

Edward D Jones & Co

For the Benefit of Customers

12555 Manchester Rd

Saint Louis MO 63131-3729

   13.58%   2.35%
  

American Enterprise Investment Serv

707 2nd Ave S

Minneapolis MN 55402-2405

   12.37%   2.14%
  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

211 Main St

San Francisco CA 94105-1905

     5.72%   0.99%

Class C Shares

  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Parkway

St Petersburg FL 33716-1102

   21.94%   6.06%
  

LPL Financial

FBO Customer Accounts

Attn Mutual Fund Operations

PO Box 509046

San Diego CA 92150-9046

   13.77%   3.80%

 

34


Acquiring Fund
Class    Name and Address of Owner    Percentage of
Ownership
  Estimated Pro
Forma Percentage of
Ownership of the
Combined Fund
After  the
Reorganization
  

Pershing LLC

One Pershing Plaza

Jersey City NJ 07399-0002

   12.91%   11.79%
  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market Street

St Louis MO 63103-2523

   12.59%   3.48%
  

American Enterprise Investment Serv

707 2nd Ave S

Minneapolis MN 55402-2405

   12.14%   3.35%
  

Nuveen Investments Inc

Attn Darlene Cramer

333 W Wacker Dr

Chicago IL 60606-1220

     8.82%   2.44%

Class R3 Shares

  

Nuveen Investments Inc

Attn Darlene Cramer

333 W Wacker Dr

Chicago IL 60606-1220

   68.67%   68.67%
  

Frontier Trust Company FBO

Booth Associates 401k Plan

P.O. Box 10758

Fargo ND 58106-0758

   18.81%   18.81%
  

Frontier Trust Company FBO

Bruce Museum 401 (k) Plan

P.O. Box 10758

Fargo ND 58106-0758

     5.40%   5.40%

Class I Shares

  

Nuveen Investments Inc

Attn Darlene Cramer

333 W Wacker Dr

Chicago IL 60606-1220

   59.34%   5.82%
  

Wells Fargo Bank FBO

Various Retirement Plans

1525 West Wt Harris Blvd

Charlotte NC 28288-1076

   23.59%   2.31%

At the close of business on July 26, 2013, there were 923,255.588 Class A shares, 165,533.804 Class C shares and 1,123,167.930 Class I shares of the Target Fund outstanding. As of July 26, 2013, the board members and officers of the Target Fund as a group owned less than 1% of the total outstanding shares of the Target Fund and as a group owned less than 1% of each class of shares of the Target Fund.

 

35


At the close of business on July 26, 2013, there were 83,145.055 Class A shares, 25,950.177 Class C shares, 14,829.362 Class R3 and 54,491.853 Class I shares of the Acquiring Fund outstanding. As of July 26, 2013, the board members and officers of the Acquiring Fund as a group owned less than 1% of the total outstanding shares of the Acquiring Fund and as a group owned less than 1% of each class of shares of the Acquiring Fund.

Shareholder Proposals

The Funds generally do not hold annual shareholders’ meetings, but will hold special meetings as required or deemed desirable. Because the Funds do not hold regular meetings of shareholders, the anticipated date of the next shareholder meeting cannot be provided. To be considered for inclusion in the proxy statement for any meeting of shareholders, a shareholder proposal must be submitted a reasonable time before the proxy statement for the meeting is mailed. Whether a proposal is included in the proxy statement will be determined in accordance with applicable federal and state laws. The timely submission of a proposal does not guarantee its inclusion. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholder meeting should send their written proposal to the respective Fund at 333 West Wacker Drive, Chicago, Illinois 60606.

Shareholder Communications

Shareholders who want to communicate with the Board or any individual board member should write to their Fund, to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should indicate that you are a Fund shareholder, and identify the Fund (or Funds). If the communication is intended for a specific board member and so indicates, it will be sent only to that board member. If a communication does not indicate a specific board member, it will be sent to the chair of the nominating and governance committee and to the Board’s independent legal counsel for further distribution as deemed appropriate by such persons.

Proxy Statement/Prospectus Delivery

Please note that only one Proxy Statement/Prospectus may be delivered to two or more shareholders of the Target Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of the Proxy Statement/Prospectus, or for instructions as to how to request a separate copy of such document or as to how to request a single copy if multiple copies of such document are received, shareholders should contact the Target Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling (800)  257-8787.

VOTING INFORMATION AND REQUIREMENTS

Holders of shares of the Target Fund are entitled to one vote per share on matters as to which they are entitled to vote, with fractional shares voting proportionally.

Approval of the Reorganization will require the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote of the Target Fund. A vote in favor of the Reorganization will also be considered a vote in favor of an amendment to the Corporation’s Articles of Incorporation effecting the Reorganization.

 

36


Each valid proxy given by a shareholder of the Target Fund will be voted by the persons named in the proxy in accordance with the instructions marked thereon and as the persons named in the proxy may determine on such other business as may come before the Special Meeting on which shareholders are entitled to vote. If no designation is made, the proxy will be voted by the persons named in the proxy, as recommended by the Board, “FOR” approval of the Reorganization. Abstentions and broker non-votes (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) count as present for purposes of determining a quorum but do not count as votes “FOR” the proposal and have the same effect as a vote “AGAINST” the proposal. The presence in person or by proxy of the holders of ten percent (10%) of the shares of the Target Fund issued and outstanding and entitled to vote at the Special Meeting shall constitute a quorum for the transaction of any business.

Shareholders who execute proxies may revoke them at any time before they are voted by filing with the Target Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Special Meeting and voting in person. The giving of a proxy will not affect your right to vote in person if you attend the Special Meeting and wish to do so.

It is not anticipated that any action will be asked of the shareholders of the Target Fund other than as indicated above, but if other matters are properly brought before the Special Meeting, it is intended that the persons named in the proxy will vote in accordance with their judgment.

If a quorum is not obtained or if a quorum is present but sufficient votes in favor of a proposal are not received by the scheduled time of the Special Meeting, the holders of a majority of shares present in person or by proxy and entitled to vote shall have the power to adjourn the Special Meeting to permit further solicitation of proxies. The Special Meeting may be adjourned without notice other than announcement at the Special Meeting for not more than 120 days after the Record Date for the Special Meeting. At such adjourned meeting at which the requisite shares entitled to vote thereat shall be represented, any business may be transacted which could have been transacted at the meeting as originally notified. Prior to being convened, the Special Meeting may be postponed for not more than 120 days after the Record Date for the Special Meeting.

Proxies of shareholders of the Target Fund are solicited by the Board. Additional solicitation may be made by mail, telephone, telegraph or personal interview by representatives of the Adviser or Nuveen, or by dealers or their representatives.

August 6, 2013

Please sign and return your proxy promptly.

Your vote is important and your participation

in the affairs of your Fund does make a difference.

 

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APPENDIX I

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this     th day of             , 2013 by Nuveen Investment Trust II, a Massachusetts business trust (the “Trust”), on behalf of Nuveen Symphony Mid-Cap Core Fund, a series of the Trust (the “Acquiring Fund”), and Nuveen Investment Funds, Inc., a Maryland corporation (the “Corporation”), on behalf of Nuveen Mid Cap Select Fund, a series of the Corporation (the “Target Fund” and, together with the Acquiring Fund, the “Funds”), and Nuveen Fund Advisors, LLC, the investment adviser to the Funds (the “Adviser”) (for purposes of Section 9.1 of the Agreement only).

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for Class A, Class C and Class I shares of beneficial interest, par value $0.01 per share, of the Acquiring Fund (“Acquiring Fund Shares”) and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the pro rata distribution, by class, of all the Acquiring Fund Shares to the shareholders of each corresponding class of the Target Fund, in complete liquidation and termination of the Target Fund as provided herein, all upon the terms and conditions set forth in this Agreement (the “Reorganization”). The foregoing will be effected pursuant to this Agreement and an amendment to the Corporation’s Amended and Restated Articles of Incorporation (“Articles of Incorporation”) in substantially the form attached hereto as Exhibit A (the “Amendment”) to be adopted in accordance with the Maryland General Corporation Law.

WHEREAS, the Target Fund is a separate series of the Corporation and the Acquiring Fund is a separate series of the Trust, and the Corporation and the Trust are each an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Target Fund owns securities that generally are assets of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, the Acquiring Fund is authorized to issue the Acquiring Fund Shares; and

WHEREAS, the Board of Directors of the Corporation (the “Target Fund Board”) and the Board of Trustees of the Trust (the “Acquiring Fund Board”) have made the determinations required by Rule 17a-8 under the 1940 Act with respect to the Target Fund and Acquiring Fund, respectively.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF ASSETS OF THE TARGET FUND IN EXCHANGE FOR ACQUIRING FUND SHARES AND THE ASSUMPTION OF THE TARGET FUND LIABILITIES AND TERMINATION AND LIQUIDATION OF THE TARGET FUND

1.1        THE EXCHANGE.    Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Target Fund agrees to transfer all of its

 

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assets, as set forth in Section 1.2, to the Acquiring Fund. In consideration therefor, the Acquiring Fund agrees: (i) to deliver to the Target Fund the number of full and fractional Class A, Class C and Class I Acquiring Fund Shares, computed in the manner set forth in Section 2.3 herein; and (ii) to assume all the liabilities of the Target Fund, as set forth in Section 1.3. All Acquiring Fund Shares delivered to the Target Fund shall be delivered at net asset value without a sales load, commission or other similar fee being imposed. In the event that Class A shares of the Acquiring Fund are transferred in the Reorganization to former holders of Class A shares of the Target Fund with respect to which the front-end sales charge was waived due to a purchase of $1 million or more, the Acquiring Fund agrees that, in determining whether a deferred sales charge is payable upon the sale of such Class A shares of the Acquiring Fund, it shall give credit for the period during which the holder thereof held such Target Fund shares. Such transactions shall take place at the closing provided for in Section 3.1 (the “Closing”).

1.2        ASSETS TO BE TRANSFERRED.    The Target Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund at the Valuation Time, as such term is defined in Section 2.1.

The 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 Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund’s list before the Closing Date. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the 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. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Target Fund Board or the Adviser, such disposition would adversely affect the status of the Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of the Target Fund.

1.3        LIABILITIES TO BE ASSUMED.    The Target Fund will endeavor to discharge all of its known liabilities and obligations to the extent possible before the Closing Date. Notwithstanding the foregoing, any liabilities not so discharged shall be assumed by the Acquiring Fund, which assumed liabilities shall include all of the Target Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement.

1.4        LIQUIDATING DISTRIBUTION.    As of the Effective Time, as such term is defined in Section 3.1, the Target Fund will make a liquidating distribution of each class of the Acquiring Fund Shares received pursuant to Section 1.1 to its shareholders of record of each corresponding class of shares, determined as of the close of business on the Closing Date, as such term is defined in Section 3.1 (collectively, the “Target Fund Shareholders”), on a pro rata basis within that class. Such distribution will be accomplished with respect to each class of shares of the Target Fund by the transfer

 

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of the Acquiring Fund Shares of the corresponding class then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of Target Fund Shareholders of such class. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. As of the Effective Time, all issued and outstanding shares of the Target Fund shall be cancelled on the books of the Target Fund and retired.

1.5        OWNERSHIP OF SHARES.    Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Acquiring Fund Shares will be issued to the Target Fund, as set forth in Section 1.1.

1.6        TRANSFER TAXES.    Any transfer taxes payable upon the issuance of Acquiring Fund Shares in a name other than the registered holder of the Target Fund shares on the books of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.

1.7        LIQUIDATION AND TERMINATION.    The Target Fund shall completely liquidate and be terminated and have its affairs wound up in accordance with Maryland state law, as soon as practicable following the Closing Date and the making of all distributions pursuant to Section 1.4, but in no event later than 12 months following the Closing Date.

1.8        BOARD REPORTING.    Any reporting responsibility of the Target Fund including, without limitation, the responsibility for filing of regulatory reports, tax returns or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Target Fund.

1.9        BOOKS AND RECORDS.    All books and records of the Target Fund, including all books and records required to be maintained under the 1940 Act, and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and shall be turned over to the Acquiring Fund as soon as practicable following the Closing Date.

ARTICLE II

VALUATION

2.1        VALUATION OF ASSETS.    The value of the net assets of the Target Fund shall be the value of its assets, less its liabilities, computed as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the Closing Date (such time and date being hereinafter called the “Valuation Time”), using the valuation procedures of the Nuveen open-end funds adopted by the Target Fund Board or such other valuation procedures as shall be mutually agreed upon by the parties.

2.2        VALUATION OF SHARES.    The net asset value per share per class of Acquiring Fund Shares shall be the net asset value per share for such class computed as of the Valuation Time, using the valuation procedures set forth in Section 2.1.

2.3        SHARES TO BE ISSUED.    The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in consideration for the net assets as described in Article I, shall be determined with respect to each class by dividing the value of the assets net of liabilities with respect to each class of shares of the Target Fund determined in accordance with Section 2.1 by the net asset value of an Acquiring Fund share of the corresponding class determined in accordance with Section 2.2.

 

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2.4        EFFECT OF SUSPENSION IN TRADING.    In the event that on the Closing Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of the Acquiring Fund or the Target Fund are purchased or sold shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund is impracticable, the Closing Date shall be postponed until the first business day when trading is fully resumed and reporting is restored.

ARTICLE III

CLOSING AND CLOSING DATE

3.1        CLOSING DATE.    The Closing shall occur on             , 2013 or such other date as the parties may agree (the “Closing Date”). Unless otherwise provided, all acts taking place at the Closing shall be deemed to take place as of immediately after the Valuation Time on the Closing Date (the “Effective Time”). The Closing shall be held as of the close of business at the offices of Vedder Price P.C. in Chicago, Illinois or at such other time and/or place as the parties may agree.

3.2        CUSTODIAN’S CERTIFICATE.    The Target Fund shall cause the custodian for the Target Fund to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that: (a) the Target Fund’s portfolio securities, cash, and any other assets shall have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Target Fund.

3.3        TRANSFER AGENT’S CERTIFICATE.    The Target Fund shall cause the transfer agent for the Target Fund to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of all the Class A, Class C and Class I Target Fund Shareholders, and the number and percentage ownership of outstanding shares per class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver or cause its transfer agent to issue and deliver to the Target Fund a confirmation evidencing the Class A, Class C and Class I Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Corporation or provide evidence satisfactory to the Target Fund that such Acquiring Fund Shares have been credited to the Target Fund’s account on the books of the Acquiring Fund.

3.4        DELIVERY OF ADDITIONAL ITEMS.    At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1        REPRESENTATIONS OF THE TARGET FUND.    The Corporation, on behalf of the Target Fund, represents and warrants as follows:

(a)        The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.

 

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(b)        The Target Fund is a separate series of the Corporation duly authorized in accordance with the applicable provisions of the Corporation’s Articles of Incorporation.

(c)        The Corporation is registered as an open-end management investment company under the 1940 Act, and such registration is in full force and effect.

(d)        The Target Fund is not, and the execution, delivery, and performance of this Agreement (subject to shareholder approval) will not result, in the violation of any provision of the Corporation’s Articles of Incorporation or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Target Fund is a party or by which it is bound.

(e)        Except as otherwise disclosed in writing to and accepted by the Acquiring Fund, the Target Fund has no material contracts or other commitments that will be terminated with liability to it on or before the Closing Date.

(f)        No litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Target Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Target Fund to carry out the transactions contemplated by this Agreement. The Target Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(g)        The financial statements of the Target Fund as of October 31, 2012, and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Target Fund as of October 31, 2012, and there are no known contingent liabilities of the Target Fund as of such date that are not disclosed in such statements.

(h)        The financial statements of the Target Fund as of April 30, 2013, and for the period then ended have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Target Fund as of April 30, 2013, and there are no known contingent liabilities of the Target Fund as of such date that are not disclosed in such statements.

(i)        Since the date of the financial statements referred to in subsection (h) above, there have been no material adverse changes in the Target Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and there are no known contingent liabilities of the Target Fund arising after such date. For the purposes of this subsection (i), a decline in the net asset value of the Target Fund shall not constitute a material adverse change.

(j)        All federal, state, local and other tax returns and reports of the Target Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Target Fund required to be paid (whether or not shown on any such return or report) have been paid, or provision shall have been made for the payment thereof and any such unpaid

 

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taxes are properly reflected on the financial statements referred to in subsection (h) above. To the best of the Target Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Target Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Target Fund.

(k)        All issued and outstanding shares of the Target Fund are, and as of the Closing Date will be, duly and validly issued, fully paid and non-assessable by the Target Fund. All the issued and outstanding shares of the Target Fund will, at the time of the Closing, be held by the persons and in the amounts set forth in the records of the Target Fund’s transfer agent as provided in Section 3.3. The Target Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Target Fund, and has no outstanding securities convertible into shares of the Target Fund.

(l)        At the Closing, the Target Fund will have good and marketable title to the Target Fund’s assets to be transferred to the Acquiring Fund pursuant to Section 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such assets, and the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the Securities Act of 1933, as amended (the “1933 Act”), except those restrictions as to which the Acquiring Fund has received notice and necessary documentation at or prior to the Closing.

(m)        The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Target Fund including the determinations of the Target Fund Board required by Rule 17a-8(a) of the 1940 Act. Subject to approval by the Target Fund shareholders, this Agreement constitutes a valid and binding obligation of the Target Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(n)        The information to be furnished by the Target Fund for use in no-action letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations.

(o)        From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the meeting of the Target Fund shareholders and on the Closing Date, any written information furnished by the Corporation with respect to the Target Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

(p)        For each taxable year of its operations (including the taxable year ending on the Closing Date), the Target Fund has been or will be treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code, has met or will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been and will be eligible to compute and has computed and will compute its federal income tax under Section 852 of the Code, and will have distributed on or prior to the

 

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Closing Date all its investment company taxable income (determined without regard to the deduction for dividends paid), the excess of its interest income excludable from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code, and its net capital gain (as such terms are defined in the Code) that has accrued or will accrue on or prior to the Closing Date.

4.2        REPRESENTATIONS OF THE ACQUIRING FUND.    The Trust, on behalf of the Acquiring Fund, represents and warrants as follows:

(a)        The Trust is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts.

(b)        The Acquiring Fund is a separate series of the Trust duly authorized in accordance with the applicable provisions of the Trust’s Declaration of Trust (“Declaration of Trust”).

(c)        The Trust is registered as an open-end management investment company under the 1940 Act, and such registration is in full force and effect.

(d)        The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Trust’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound.

(e)        No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein.

(f)        The financial statements of the Acquiring Fund as of September 30, 2012 and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Target Fund) fairly reflect the financial condition of the Acquiring Fund as of September 30, 2012, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements.

(g)        The financial statements of the Acquiring Fund as of March 31, 2013 and for the period then ended have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Target Fund) fairly reflect the financial condition of the Acquiring Fund as of March 31, 2013, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements.

(h)        Since the date of the financial statements referred to in subsection (g) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and there are no known contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (h), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change.

 

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(i)        All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment and any such unpaid taxes are properly reflected on the financial statements referred to in subsection (g) above. To the best of the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund.

(j)        All issued and outstanding shares of the Acquiring Fund are, and, as of the Closing Date will be, duly and validly issued, fully paid and non-assessable by the Acquiring Fund (recognizing that under Massachusetts law, Acquiring Fund shareholders, under certain circumstances, could be held personally liable for the obligations of the Acquiring Fund). The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase shares of the Acquiring Fund, and there are no outstanding securities convertible into shares of the Acquiring Fund.

(k)        The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including the determinations of the Acquiring Fund Board required pursuant to Rule 17a-8(a) of the 1940 Act. This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(l)        The Acquiring Fund Shares to be issued and delivered to the Target Fund for the account of the Target Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable.

(m)        The information to be furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations.

(n)        From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the meeting of the Target Fund shareholders and on the Closing Date, any written information furnished by the Trust with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

(o)        For each taxable year of its operation, the Acquiring Fund has been treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code, has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to compute and has computed its federal

 

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income tax under Section 852 of the Code. In addition, the Acquiring Fund will satisfy each of the foregoing with respect to its taxable year that includes the Closing Date.

(p)        The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

ARTICLE V

COVENANTS OF THE FUNDS

5.1        OPERATION IN ORDINARY COURSE.    Subject to Sections 1.2 and 8.5, each of the Acquiring Fund and the Target Fund will operate its respective business in the ordinary course from the date of this Agreement through the Closing, it being understood that such ordinary course of business will include customary dividends and distributions, any other distribution necessary or desirable to avoid federal income or excise taxes, and shareholder purchases and redemptions.

5.2        APPROVAL OF SHAREHOLDERS.    The Corporation will call a special meeting of the Target Fund shareholders to consider and act upon this Agreement (or transactions contemplated thereby) and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

5.3        INVESTMENT REPRESENTATION.    The Target Fund covenants that the Acquiring Fund Shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution, other than in connection with the Reorganization and in accordance with the terms of this Agreement.

5.4        ADDITIONAL INFORMATION.    The Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund’s shares.

5.5        FURTHER ACTION.    Subject to the provisions of this Agreement, each Fund will take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

5.6        STATEMENT OF EARNINGS AND PROFITS.    As promptly as practicable, but in any case within 60 days after the Closing Date, the Target Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund and which shall be certified by the Corporation’s Controller or Treasurer, a statement of the earnings and profits of the Target Fund for federal income tax purposes, as well as any net operating loss carryovers and capital loss carryovers, that will be carried over to the Acquiring Fund pursuant to Section 381 of the Code.

5.7        PREPARATION OF REGISTRATION STATEMENT AND PROXY MATERIALS.    The Trust will prepare and file with the Commission a registration statement on Form N-14 relating to the Acquiring Fund Shares to be issued to the Target Fund Shareholders (the “Registration Statement”). The Registration Statement shall include a proxy statement of the Target Fund and a prospectus of the Acquiring Fund relating to the transaction contemplated by this Agreement. The Registration Statement shall be in compliance with the 1933 Act, the Securities

 

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Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the proxy statement and related materials (the “Proxy Materials”), for inclusion therein, in connection with the meeting of the Target Fund’s shareholders to consider the approval of this Agreement and the transactions contemplated herein.

5.8        TAX STATUS OF REORGANIZATION.    The intention of the parties is that the Reorganization will qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the Target Fund, the Corporation, the Acquiring Fund or the Trust shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return), that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing, the Target Fund, the Corporation, the Acquiring Fund and the Trust will take such action, or cause such action to be taken, as is reasonably necessary to enable counsel to render the tax opinion contemplated herein in Section 8.9.

ARTICLE VI

CONDITION PRECEDENT TO OBLIGATIONS OF THE TARGET FUND

The obligations of the Target Fund to consummate the transactions provided for herein shall be subject to the following condition:

6.1        All representations, covenants, and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if made on and as of the Closing. The Acquiring Fund shall have delivered to the Target Fund a certificate executed in the Acquiring Fund’s name by the Trust’s Chief Administrative Officer or Vice President and its Controller or Treasurer, in form and substance satisfactory to the Target Fund and dated as of the Closing Date, to such effect and as to such other matters as the Target Fund shall reasonably request.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the following conditions:

7.1        All representations, covenants, and warranties of the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if made on and as of the Closing. The Target Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Target Fund’s name by the Corporation’s President or Vice President and the Controller or Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request.

7.2        The Target Fund shall have delivered to the Acquiring Fund a statement of the Target Fund’s assets and liabilities, together with a list of the Target Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Controller or Treasurer of the Corporation.

 

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ARTICLE VIII

FURTHER CONDITIONS PRECEDENT

The obligations of the Target Fund and the Acquiring Fund hereunder shall also be subject to the following:

8.1        This Agreement and the transactions contemplated herein, with respect to the Target Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Target Fund in accordance with applicable law and the provisions of the Corporation’s Articles of Incorporation and By-Laws. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the conditions set forth in this Section 8.1.

8.2        On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.

8.3        All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained.

8.4        The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. To the best knowledge of the parties to this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5        The Target Fund shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carryforward).

8.6        The Target Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Corporation’s President or Vice President, in a form reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Corporation, on behalf of the Target Fund, made in this Agreement are true and correct on and as of the Closing and as to such other matters as the Acquiring Fund shall reasonably request. The Acquiring Fund shall have delivered to the Target Fund on the Closing Date a certificate executed in its name by the Trust’s Chief Administrative Officer or Vice President, in a form reasonably satisfactory to the Target Fund and dated as of the Closing Date, to the

 

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effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct on and as of the Closing and as to such other matters as the Target Fund shall reasonably request.

8.7        The Acquiring Fund shall have received on the Closing Date an opinion from counsel, dated as of the Closing Date, substantially to the effect that:

(a)        The Corporation is a corporation validly existing and in good standing under the laws of the State of Maryland.

(b)        The Agreement has been duly authorized, executed and delivered by the Corporation, on behalf of the Target Fund, and constitutes a valid and legally binding obligation of the Corporation, on behalf of the Target Fund, enforceable in accordance with its terms.

(c)        The execution and delivery of the Agreement by the Corporation, on behalf of the Target Fund, did not, and the exchange of the Target Fund’s assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Corporation’s Articles of Incorporation or By-Laws.

(d)        To the knowledge of such counsel, and without any independent investigation, (i) the Corporation is registered as an investment company with the Commission and is not subject to any stop order; and (ii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Target Fund under the federal laws of the United States of America or the laws of the State of Maryland for the transfer of the Target Fund’s assets and liabilities for Acquiring Fund Shares pursuant to the Agreement have been obtained or made.

8.8        The Target Fund shall have received on the Closing Date an opinion from counsel, dated as of the Closing Date, substantially to the effect that:

(a)        The Trust is a validly existing voluntary association with transferable shares of beneficial interest under the laws of the Commonwealth of Massachusetts.

(b)        The Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquiring Fund, and constitutes a valid and legally binding obligation of the Trust, on behalf of the Acquiring Fund, enforceable in accordance with its terms.

(c)        The execution and delivery of the Agreement by the Trust, on behalf of the Acquiring Fund, did not, and the issuance of Acquiring Fund Shares pursuant to the Agreement will not, violate the Trust’s Declaration of Trust or By-Laws.

(d)        To the knowledge of such counsel, and without any independent investigation, (i) the Trust is registered as an investment company with the Commission and is not subject to any stop order; and (ii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquiring Fund under the federal laws of the United States of America or the laws of the Commonwealth of Massachusetts for the issuance of Acquiring Fund Shares pursuant to the Agreement have been obtained or made.

8.9        The Funds shall have received an opinion of Vedder Price P.C. addressed to the Acquiring Fund and the Target Fund substantially to the effect that for federal income tax purposes:

(a)        The transfer by the Target Fund of all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities

 

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of the Target Fund, followed by the pro rata, by class, distribution of all the Acquiring Fund Shares so received by the Target Fund to the Target Fund Shareholders in complete liquidation 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.

(b)        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.

(c)        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 the Acquiring Fund Shares so received to the Target Fund Shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund.

(d)        No gain or loss will be recognized by the Target Fund Shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Target Fund solely for Acquiring Fund Shares.

(e)        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 shares of the Target Fund exchanged therefor by such shareholder.

(f)        The holding period of the Acquiring Fund Shares received by each Target Fund Shareholder in the Reorganization will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the Effective Time.

(g)        The basis of the assets of the Target Fund received 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.

(h)        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 the Reorganization on the 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.

Such opinion shall be based on customary assumptions and such representations as Vedder Price P.C. may reasonably request of the Funds, and the Target Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the conditions set forth in this Section 8.9.

 

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ARTICLE IX

EXPENSES

9.1        Each of the Target Fund and the Acquiring Fund will pay expenses incurred in connection with the Reorganization based on its portion of the projected cost savings during the first year following the Reorganization. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and filing of the Registration Statement and other Proxy Materials; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of the transaction; and (g) other related administrative or operational costs. To the extent that the payment of Reorganization expenses would cause the Target Fund or the Acquiring Fund to exceed its expense cap then in effect, the Adviser or an affiliate will reimburse the portion of expenses necessary for the Fund to operate within its cap. The Adviser or an affiliate will pay the expenses incurred in connection with the Reorganization to the extent such expenses exceed the projected cost savings. If the Reorganization is not consummated, the Adviser or an affiliate will bear the expenses incurred in connection with the Reorganization.

9.2        Each Fund represents and warrants to the other Fund that there is no person or entity entitled to receive any broker’s fees or similar fees or commission payments in connection with the transactions provided for herein.

9.3        Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of the Target Fund or the Acquiring Fund, as the case may be, as a regulated investment company within the meaning of Section 851 of the Code.

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1        The parties agree that no party has made to the other parties any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between and among the parties.

10.2        The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement shall not survive the consummation of the transactions contemplated hereunder.

ARTICLE XI

TERMINATION

11.1        This Agreement may be terminated by the mutual agreement of the parties and such termination may be effected by the Corporation’s President or Vice President and the Trust’s Chief Administrative Officer or Vice President without further action by the Target Fund Board or Acquiring Fund Board. In addition, either Fund may, at its option, terminate this Agreement at or before the Closing due to:

(a)        a breach by any other party of any representation, warranty, or agreement contained herein to be performed at or before the Closing, if not cured within 30 days;

 

I-14


(b)        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

(c)        a determination by the Target Fund Board or Acquiring Fund Board that the consummation of the transactions contemplated herein is not in the best interests of the Target Fund or Acquiring Fund, respectively.

11.2        In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Corporation, the Directors of the Corporation, the Target Fund, the Trust, the Trustees of the Trust, the Acquiring Fund, the Adviser, or the Corporation’s, Trust’s or Adviser’s officers.

ARTICLE XII

AMENDMENTS

12.1        This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers of the Corporation and officers of the Trust as specifically authorized by the Target Fund Board or Acquiring Fund Board; provided, however, that following the meeting of the Target Fund shareholders called by the Target Fund pursuant to Section 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the Target Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

ARTICLE XIII

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;

LIMITATION OF LIABILITY

13.1        The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.2        This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

13.3        This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

13.4        This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

13.5        It is expressly agreed that the obligations of the Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Trust personally, but shall bind only the property of the Acquiring Fund, as provided in the Trust’s Declaration of Trust. The execution and delivery of this Agreement have been authorized by the

 

I-15


Trustees of the Trust, on behalf of the Acquiring Fund, and signed by authorized officers of the Trust acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquiring Fund as provided in the Trust’s Declaration of Trust.

[SIGNATURE PAGE FOLLOWS]

 

I-16


IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

 

NUVEEN INVESTMENT TRUST II,

on behalf of Nuveen Symphony Mid-Cap Core Fund

By:  

 

Name:  

Kathleen Prudhomme

Title:  

Vice President and Assistant Secretary

 

ACKNOWLEDGED:
By:  

 

Name:  

 

Title:  

 

 

NUVEEN INVESTMENT FUNDS, INC.,

on behalf of Nuveen Mid Cap Select Fund

By:  

 

Name:  

Kathleen Prudhomme

Title:  

Vice President and Assistant Secretary

 

ACKNOWLEDGED:
By:  

 

Name:  

 

Title:  

 

 

The undersigned is a party to this Agreement for the purposes of Section 9.1 only:
NUVEEN FUND ADVISORS, LLC
By:  

 

Name:  

Kevin J. McCarthy

Title:  

Managing Director

 

ACKNOWLEDGED:
By:  

 

Name:  

 

Title:  

 

 

I-17


EXHIBIT A TO AGREEMENT AND PLAN OF REORGANIZATION

ARTICLES OF AMENDMENT

TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

NUVEEN INVESTMENT FUNDS, INC.

The undersigned officer of Nuveen Investment Funds, Inc. (the “Corporation”), a Maryland corporation, hereby certifies that the following amendments to the Corporation’s Amended and Restated Articles of Incorporation have been advised by the Corporation’s Board of Directors and approved by the Corporation’s stockholders in the manner required by the Maryland General Corporation Law, such amendment to become effective                 , 2013 at the Effective Time referred to below:

WHEREAS, the Corporation is registered as an open-end management investment company (i.e., a mutual fund) under the Investment Company Act of 1940 and offers its shares to the public in several classes (i.e., series), each of which represents a separate and distinct portfolio of assets;

WHEREAS, it is desirable and in the best interests of the holders of the Class P shares of the Corporation (also known as “Nuveen Mid Cap Select Fund”) that the assets belonging to such class be transferred to Nuveen Symphony Mid-Cap Core Fund, a series of Nuveen Investment Trust II, a Massachusetts business trust (the “Trust”), in exchange for Class A, Class C and Class I shares of beneficial interest in Nuveen Symphony Mid-Cap Core Fund, which are to be delivered to former Nuveen Mid Cap Select Fund holders;

WHEREAS, Nuveen Mid Cap Select Fund and Nuveen Symphony Mid-Cap Core Fund have entered into an Agreement and Plan of Reorganization providing for the foregoing transactions; and

WHEREAS, in order to bind all holders of shares of Nuveen Mid Cap Select Fund to the foregoing transactions and as set forth in the Agreement and Plan of Reorganization, and in particular to bind such holders to the exchange of their shares of Nuveen Mid Cap Select Fund for Class A, Class C and Class I shares of beneficial interest in Nuveen Symphony Mid-Cap Core Fund, it is necessary to adopt an amendment to the Corporation’s Amended and Restated Articles of Incorporation.

NOW, THEREFORE, BE IT RESOLVED, that effective as of the Effective Time referred to below, the Corporation’s Amended and Restated Articles of Incorporation be, and the same hereby are, amended to add the following Article IV(FF) immediately following Article IV(EE) thereof:

Article IV(FF).    (a) For purposes of this Article IV(FF), the following terms shall have the following meanings:

“Acquiring Fund” means Nuveen Symphony Mid-Cap Core Fund, a series of the Trust.

“Class A Acquiring Fund Shares” means the Acquiring Fund’s Class A shares of beneficial interest.

 

A-1


“Class C Acquiring Fund Shares” means the Acquiring Fund’s Class C shares of beneficial interest.

“Class I Acquiring Fund Shares” means the Acquiring Fund’s Class I shares of beneficial interest.

“Class A Target Fund Shares” means the Corporation’s Class P Common Shares.

“Class C Target Fund Shares” means the Corporation’s Class P, Series 4 Common Shares.

“Class I Target Fund Shares” means the Corporation’s Class P, Series 2 Common Shares.

“Closing” means the occurrence of the transactions set forth in (b) and (c) below on the Closing Date.

“Closing Date” means                 , 2013.

“Corporation” means this corporation.

“Effective Time” means immediately after the Valuation Time on the Closing Date.

“Plan” means the Agreement and Plan of Reorganization dated                 , 2013 on behalf of the Acquiring Fund and the Target Fund.

“Target Fund” means the Corporation’s Nuveen Mid Cap Select Fund, which is represented by the Corporation’s Class P shares.

“Trust” means Nuveen Investment Trust II, a Massachusetts business trust.

“Valuation Time” means the close of regular trading on the New York Stock Exchange on the Closing Date.

(b)        As of the Effective Time, the Target Fund will transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund at the Valuation Time.

(c)        As of the Effective Time, the Acquiring Fund will: (i) deliver to the Target Fund the number of full and fractional Class A, Class C and Class I Acquiring Fund Shares, computed in the manner set forth in (d) below; and (ii) assume all the liabilities of the Target Fund not discharged by the Target Fund, which assumed liabilities shall include all of the Target Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in the Plan or herein.

(d)        The number of Class A, Class C and Class I Acquiring Fund Shares to be delivered to holders of Class A Target Fund Shares, Class C Target Fund Shares and Class I Target Fund Shares, respectively, shall be determined as follows:

(i)        Acquiring Fund Shares to be issued (including fractional shares, if any) in consideration for the Target Fund’s net assets as described in (b) and (c) above, shall be

 

A-2


determined with respect to Class A, Class C and Class I of the Target Fund Shares by dividing the value of the assets net of liabilities with respect to each such class of shares determined in accordance with (ii) below by the net asset value of an Acquiring Fund share of the corresponding class determined in accordance with (iii) below.

(ii)        The value of the Target Fund’s assets and liabilities shall be computed as of the Valuation Time, using the valuation procedures of the Nuveen open-end funds adopted by the Board of Directors of the Corporation or such other valuation procedures as shall be mutually agreed upon by the parties.

(iii)        As of the Effective Time, the Target Fund will distribute the Acquiring Fund Shares received pursuant to (c) above to its shareholders of record with respect to each corresponding class of shares, determined as of the close of business on the Closing Date (the “Target Fund Shareholders”), on a pro rata basis within that class. Such distribution will be accomplished with respect to Class A, Class C and Class I Target Fund Shares by the transfer of the Acquiring Fund Shares of the corresponding class then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of Target Fund Shareholders of such class. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. As of the Effective Time, all issued and outstanding shares of the Target Fund shall be cancelled on the books of the Target Fund and retired.

(e)        From and after the Effective Time, the Target Fund shares cancelled and retired pursuant to paragraph (d)(iii) above shall have the status of authorized and unissued common shares of the Corporation, without designation as to series.

The undersigned officer of the Corporation hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Articles of Amendment to be the corporate act of the Corporation and further certifies that, to the best of his or her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President or a Vice President and witnessed by its Secretary or an Assistant Secretary on                 , 2013.

 

NUVEEN INVESTMENT FUNDS, INC.
By:    
  [Name]
Its:   [Title]

 

Witness:
  

[Title]

 

A-3


 

LOGO

 

 

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com

 

MCSF-0913


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

 

  EASY VOTING OPTIONS:
  LOGO   

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

Follow the on-screen instructions

available 24 hours

  LOGO   

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

  LOGO   

VOTE BY MAIL

Vote, sign and date this Proxy Card

and return in the postage-paid

envelope

  LOGO   

VOTE IN PERSON

Attend Shareholder Meeting

333 West Wacker Dr.

Chicago, IL 60606

on September 20, 2013

Please detach at perforation before mailing.

 

PROXY   

NUVEEN MID CAP SELECT FUND

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON September 20, 2013

   PROXY

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS. The undersigned shareholder(s) of the Nuveen Mid Cap Select Fund, revoking previous proxies, hereby appoints Kevin J. McCarthy, Kathleen Prudhomme and Christopher Rohrbacher, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Nuveen Mid Cap Select Fund which the undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on September 20, 2013, at 2:00 p.m. Central time, at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, 60606, and at any adjournment or postponement thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

Receipt of the Notice of the Special Meeting and the accompanying Proxy Statement/Prospectus is hereby acknowledged. The shares of Nuveen Mid Cap Select Fund represented hereby will be voted as indicated or FOR the proposal if no choice is indicated.

 

    VOTE VIA THE INTERNET: www.proxy-direct.com
   

VOTE VIA THE TELEPHONE: 1-800-337-3503

 

   

            

     
    Note: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return.
   

 

    Signature and Title, if applicable
   

 

    Signature (if held jointly)
   

 

    Date                                                              [CFS Doc Code]


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

 

 

Important Notice Regarding the Availability of Proxy Materials for the

Nuveen Mid Cap Select Fund

Shareholders Meeting to Be Held on September 20, 2013.

The Proxy Statement and Proxy Card for this meeting are available at:

http://www.nuveenproxy.com/ProxyInfo/MF/Default.aspx

 

 

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

 

Please detach at perforation before mailing.

The Board of Directors recommends a vote “FOR” the following proposal.

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:

  

¡

 

  

 

      FOR    AGAINST    ABSTAIN
1.    To approve an Agreement and Plan of Reorganization (and the related transactions) which provides for (i) the transfer of all the assets of Nuveen Mid Cap Select Fund (the “Target Fund”) to Nuveen Symphony Mid-Cap Core 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 all the shares of each class of the Acquiring Fund to the holders of shares of the corresponding class of the Target Fund in complete liquidation and termination of the Target Fund (the “Reorganization”). A vote in favor of the Reorganization will be considered a vote in favor of an amendment to the Corporation’s Articles of Incorporation effecting the Reorganization.    ¨    ¨    ¨
2.    To transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.         

 

 

PLEASE SIGN AND DATE ON THE REVERSE SIDE

[CFS Doc Code]


 

Mutual Funds

Prospectus

January 31, 2013, as supplemented May 31, 2013

Nuveen Equity Funds

For investors seeking long-term capital appreciation.

 

        Class / Ticker Symbol
Fund Name      Class A      Class C      Class R3      Class I

Nuveen Symphony International Equity Fund

     NSIAX      NSECX      NSREX      NSIEX

Nuveen Symphony Large-Cap Growth Fund

     NCGAX      NCGCX      NSGQX      NSGIX

Nuveen Symphony Low Volatility Equity Fund

     NOPAX      NOPCX           NOPRX

Nuveen Symphony Mid-Cap Core Fund

     NCCAX      NCCCX      NMCRX      NCCIX

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

 

LOGO

 



Table of Contents

 

Section 1    Fund Summaries       
Nuveen Symphony International Equity Fund      2   
Nuveen Symphony Large-Cap Growth Fund      6   
Nuveen Symphony Low Volatility Equity Fund      10   
Nuveen Symphony Mid-Cap Core Fund      14   
Section 2    How We Manage Your Money       
Who Manages the Funds      18   
More About Our Investment Strategies      20   
How We Select Investments      22   
What the Risks Are      23   
Section 3    How You Can Buy and Sell Shares       
What Share Classes We Offer      26   
How to Reduce Your Sales Charge      28   
How to Buy Shares      29   
Special Services      30   
How to Sell Shares      32   
Section 4    General Information       
Dividends, Distributions and Taxes      35   
Distribution and Service Plan      36   
Net Asset Value      38   
Frequent Trading      39   
Fund Service Providers      40   
Section 5    Financial Highlights    41  
  
Section 6    Glossary of Investment Terms    45  
  

 

NOT FDIC OR GOVERNMENT INSURED     MAY LOSE VALUE     NO BANK GUARANTEE


Section 1    Fund Summaries

Nuveen Symphony International Equity Fund

 

Investment Objective

The investment objective of the Fund is to seek long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 26 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 28 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-55 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

      Class A     Class C     Class R3      Class I  
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      5.75%        None        None         None   
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)
1
     None        1.00%        None         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None        None        None         None   
Exchange Fee      None        None        None         None   
Annual Low Balance Account Fee (for accounts under $1,000)2      $15        $15        None         $15   
Annual Fund Operating Expenses          
(expenses that you pay each year as a percentage of the value of your investment)   
      Class A     Class C     Class R3      Class I  
Management Fees      0.77%        0.77%        0.77%         0.77%   
Distribution and/or Service (12b-1) Fees      0.25%        1.00%        0.50%         0.00%   
Other Expenses3      8.33%        7.87%        6.86%         5.54%   
Acquired Fund Fees and Expenses      0.01%        0.01%        0.01%         0.01%   
Total Annual Fund Operating Expenses      9.36%        9.65%        8.14%         6.32%   
Fee Waivers and/or Expense Reimbursements4      (8.00)%        (7.54)%        (6.53)%         (5.21)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.36%        2.11%        1.61%         1.11%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

2 Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA).

 

3 Other Expenses have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has agreed to waive fees and/or reimburse expenses through January 31, 2014 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 1.13% (1.38% after January 31, 2014) of the average daily net assets of any class of Fund shares. The expense limitation expiring January 31, 2014 may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Fund. The expense limitation in effect thereafter may be terminated or modified only with the approval of shareholders of the Fund.

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example also assumes that your investment

 

2

Section 1    Fund Summaries


has a 5% return each year and that the Fund’s operating expenses are at the applicable expense limitation. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption            No Redemption        
      A      C      R3      I            A      C      R3      I        
1 Year    $ 706       $ 214       $ 164       $ 113          $ 706       $ 214       $ 164       $ 113      
3 Years    $ 1,031       $ 713       $ 561       $ 406          $ 1,031       $ 713       $ 561       $ 406      
5 Years    $ 1,379       $ 1,238       $ 983       $ 721          $ 1,379       $ 1,238       $ 983       $ 721      
10 Years    $ 2,356       $ 2,677       $ 2,159       $ 1,613            $ 2,356       $ 2,677       $ 2,159       $ 1,613        

Portfolio Turnover

The 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 the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 22% of the average value of its portfolio.

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities, and at least 80% of its net assets in non-U.S. equity securities. The Fund primarily invests in developed countries, but it may invest up to 15% of its net assets in equity securities of companies located in emerging market countries.

The goal of the portfolio construction process is to build a well-diversified portfolio that reflects the Fund’s benchmark, the MSCI EAFE Index, in terms of its risk characteristics and that simultaneously seeks to generate a return in excess of that benchmark. The sub-adviser’s investment process begins by identifying candidates with excess return potential from two complementary, separate sources: quantitative analysis and fundamental analysis. Investment ideas from these sources then undergo rigorous fundamental analysis. Through this bottom up stock selection process, the team seeks to identify companies likely to outperform their industry peers in the MSCI EAFE Index. Quantitative tools are used to optimize pre-determined risk factors and upside potential within set parameters, with ultimate allocation decisions made by the portfolio management team. Individual positions and risk parameters are continually monitored. A security will typically be sold when its risk/return profile becomes unattractive compared with other securities in the investment universe.

Principal Risks

The value of your investment in this Fund will change daily, which means you could lose money. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Fund include:

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

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. Also, changes in currency exchange rates may affect the Fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities.

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.

 

Section 1    Fund Summaries

 

 

3


Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The 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.

The bar chart below shows the variability of the Fund’s performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.

Class A Annual Total Return

 

LOGO

During the four-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 19.94% and -20.37%, respectively, for the quarters ended June 30, 2009 and September 30, 2011.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. Class R3 shares commenced operations on October 5, 2010. The returns for Class R3 shares shown below reflect Class I performance prior to October 5, 2010 adjusted for the difference in fees between the classes. 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 other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs or employer-sponsored retirement plans.

Both the bar chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, returns would be reduced.

 

    Average Annual Total Returns
for the Periods Ended
December 31, 2012
     1 Year     Since Inception
(May 30, 2008)
Class A (return before taxes)     9.33   (5.06)%
Class A (return after taxes on distributions)     9.27   (5.23)%
Class A (return after taxes on distributions and sale of Fund shares)     6.14   (4.25)%
Class C (return before taxes)     15.08   (4.54)%
Class R3 (return before taxes)     15.70   (4.05)%
Class I (return before taxes)     16.32   (3.57)%
MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)     17.32   (3.37)%
Lipper International Multi-Cap Growth Classification Average (reflects no deduction for taxes or certain expenses)     18.03   (2.67)%

 

4

Section 1    Fund Summaries


Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Symphony Asset Management LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Gunther Stein      Chief Executive Officer and Chief Investment Officer      June 2010
Ross Sakamoto      Co-Director of Equity      July 2010
Joel Drescher      Co-Director of Equity      June 2012

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Fund 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 Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Fund’s initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:

 

        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 certain retirement plans, 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 eligible retirement plans and certain other categories of eligible investors as described in the prospectus.

Minimum Additional Investment      $100    No minimum.    No minimum.

Tax Information

The Fund’s distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the 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.

 

Section 1    Fund Summaries

 

 

5


Nuveen Symphony Large-Cap Growth Fund

 

Investment Objective

The investment objective of the Fund is to seek long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 26 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 28 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-55 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

      Class A     Class C     Class R3      Class I  
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      5.75%        None        None         None   
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)
1
     None        1.00%        None         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None        None        None         None   
Exchange Fee      None        None        None         None   
Annual Low Balance Account Fee (for accounts under $1,000)2      $15        $15        None         $15   

Annual Fund Operating Expenses

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

                         
      Class A     Class C     Class R3      Class I  
Management Fees      0.67%        0.67%        0.67%         0.67%   
Distribution and/or Service (12b-1) Fees      0.25%        1.00%        0.50%         0.00%   
Other Expenses3      0.86%        0.89%        0.81%         0.93%   
Total Annual Fund Operating Expenses      1.78%        2.56%        1.98%         1.60%   
Fee Waivers and/or Expense Reimbursements4      (0.56)%        (0.59)%        (0.51)%         (0.63)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.22%        1.97%        1.47%         0.97%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

2 Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA).

 

3 Other Expenses have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has agreed to waive fees and/or reimburse expenses through January 31, 2014 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 1.00% (1.35% after January 31, 2014) of the average daily net assets of any class of Fund shares. The expense limitation expiring January 31, 2014 may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Fund. The expense limitation in effect thereafter may be terminated or modified only with the approval of shareholders of the Fund.

 

6

Section 1    Fund Summaries


Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are at the applicable expense limitation. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption            No Redemption        
      A      C      R3      I            A      C      R3      I        
1 Year    $ 692       $ 200       $ 150       $ 99          $ 692       $ 200       $ 150       $ 99      
3 Years    $ 1,010       $ 691       $ 539       $ 384          $ 1,010       $ 691       $ 539       $ 384      
5 Years    $ 1,350       $ 1,209       $ 953       $ 690          $ 1,350       $ 1,209       $ 953       $ 690      
10 Years    $ 2,307       $ 2,629       $ 2,109       $ 1,560            $ 2,307       $ 2,629       $ 2,109       $ 1,560        

Portfolio Turnover

The 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 the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 106% of the average value of its portfolio.

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell 1000® Growth Index. The Fund will not be forced to sell a security because a company has exceeded or fallen below the current market capitalization range.

The goal of the portfolio construction process is to build a well-diversified portfolio that reflects the Fund’s benchmark, the Russell 1000® Growth Index, in terms of its risk characteristics and that simultaneously seeks to generate a return in excess of that benchmark. The sub-adviser’s investment process begins by identifying candidates with excess return potential from two complementary, separate sources: quantitative analysis and fundamental analysis. Investment ideas from these sources then undergo rigorous fundamental analysis. Through this bottom up stock selection process, the team seeks to identify companies likely to outperform their industry peers in the Russell 1000® Growth Index. Quantitative tools are used to optimize pre-determined risk factors and upside potential within set parameters, with ultimate allocation decisions made by the portfolio management team. Individual positions and risk parameters are continually monitored. A security will typically be sold when its risk/return profile becomes unattractive compared with other securities in the investment universe.

Principal Risks

The value of your investment in this Fund will change daily, which means you could lose money. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Fund include:

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

Investment Focus Risk—Different types of stocks tend to shift in and out of favor depending on market and economic conditions. The Fund emphasizes a growth style of investing and therefore seeks companies experiencing high rates of current growth; such companies may be more volatile than other types of investments. Furthermore, because the Fund focuses its investments in large-cap stocks, the Fund may not benefit from gains in smaller cap sectors of the market.

 

Section 1    Fund Summaries

 

 

7


Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The 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.

The bar chart below shows the variability of the Fund’s performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.

Class A Annual Total Return

 

LOGO

During the six-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 17.05% and -23.09%, respectively, for the quarters ended March 31, 2012 and December 31, 2008.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. Class R3 shares commenced operations on September 29, 2009. The returns for Class R3 shares shown below reflect Class I performance prior to September 29, 2009 adjusted for the difference in fees between the classes. 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 other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs or employer-sponsored retirement plans.

Both the bar chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, returns would be reduced.

 

    Average Annual Total Returns
for the Periods Ended
December 31, 2012
     1 Year     5 Years     Since Inception
(December 15, 2006)
Class A (return before taxes)     8.51     3.76   4.65%
Class A (return after taxes on distributions)     8.36     3.38   4.31%
Class A (return after taxes on distributions and sale of Fund shares)     5.72     3.17   3.95%
Class C (return before taxes)     14.27     4.22   4.90%
Class R3 (return before taxes)     14.82     4.72   5.40%
Class I (return before taxes)     15.41     5.24   5.94%
Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)     15.26     3.12   4.31%
Lipper Multi-Cap Growth Classification Average (reflects no deduction for taxes or certain expenses)     15.25     0.94   3.06%

 

8

Section 1    Fund Summaries


 

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Symphony Asset Management LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Gunther Stein      Chief Executive Officer and Chief Investment Officer      June 2010
Ross Sakamoto      Co-Director of Equity      July 2010
Joel Drescher      Co-Director of Equity      June 2012

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Fund 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 Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Fund’s initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:

 

        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 certain retirement plans, 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 eligible retirement plans and certain other categories of eligible investors as described in the prospectus.

Minimum Additional Investment      $100    No minimum.    No minimum.

Tax Information

The Fund’s distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the 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.

 

Section 1    Fund Summaries

 

 

9


Nuveen Symphony Low Volatility Equity Fund

(formerly Nuveen Symphony Optimized Alpha Fund)

 

Investment Objective

The investment objective of the Fund is to seek long-term capital appreciation with lower absolute volatility than the broad equity market.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 26 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 28 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-55 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

      Class A      Class C      Class I  
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
     5.75%         None         None   
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)
1
     None         1.00%         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None   
Exchange Fee      None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000)2      $15         $15         $15   

 

Annual Fund Operating Expenses

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

                    
      Class A      Class C      Class I  
Management Fees      0.67%         0.67%         0.67%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.00%   
Other Expenses3      3.07%         3.86%         2.59%   
Total Annual Fund Operating Expenses      3.99%         5.53%         3.26%   
Fee Waivers and/or Expense Reimbursements4      (2.76)%         (3.55)%         (2.28)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.23%         1.98%         0.98%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

2 Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA).

 

3 Other Expenses have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has agreed to waive fees and/or reimburse expenses through January 31, 2014 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 1.00% (1.45% after January 31, 2014) of the average daily net assets of any class of Fund shares. The expense limitation expiring January 31, 2014 may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Fund. The expense limitation in effect thereafter may be terminated or modified only with the approval of shareholders of the Fund.

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example also assumes that your investment

 

10

Section 1    Fund Summaries


has a 5% return each year and that the Fund’s operating expenses are at the applicable expense limitation. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption            No Redemption        
      A      C      I            A      C      I        
1 Year    $ 693       $ 201       $ 100          $ 693       $ 201       $ 100      
3 Years    $ 1,033       $ 715       $ 408          $ 1,033       $ 715       $ 408      
5 Years    $ 1,395       $ 1,255       $ 739          $ 1,395       $ 1,255       $ 739      
10 Years    $ 2,412       $ 2,732       $ 1,674            $ 2,412       $ 2,732       $ 1,674        

Portfolio Turnover

The 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 the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 85% of the average value of its portfolio.

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities. The Fund may invest in companies of any size.

The Fund seeks to produce long-term returns superior to the market with lower absolute volatility. Volatility is one way to measure risk and, in this context, refers to the variability of the Fund’s or the market’s returns. Through stock selection and the use of risk controls, Symphony believes it can reduce volatility while preserving the Fund’s potential to generate returns in excess of the market over the long term. Symphony targets a volatility level that is 90% of the volatility of the Fund’s benchmark index, although there is no guarantee that this can be achieved.

The Fund is constructed from the sub-adviser’s best U.S. equity ideas in a way that seeks to provide the highest projected return per unit of volatility. This objective is pursued by selecting securities with favorable risk-adjusted return potential across diverse sectors of the market. The portfolio construction process seeks to optimally weight these securities in order to produce a portfolio with a defined level of market risk and the highest projected return for the risk taken.

Principal Risks

The value of your investment in this Fund will change daily, which means you could lose money. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Fund include:

Equity Security Risk—Even if the Fund is able to maintain a portfolio with lower volatility than the broad equity market, the Fund’s returns and the value of the Fund’s shares will be volatile. The Fund invests in equity securities, which are more volatile than certain other asset classes such as fixed income securities. Equity securities may decline significantly in price over short or extended periods of time, and such declines may occur in the equity market as a whole, or they may occur in only a particular country, company, industry, or sector of the market.

Investment Strategy Risk—In an attempt to construct a portfolio with lower absolute volatility than the broad equity market, historical data is used to produce a portfolio expected to have a defined level of market risk and the highest projected return for the risk taken. However, individual stock behavior may change in the future, and therefore there is no guarantee that this strategy will be successful.

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.

 

Section 1    Fund Summaries

 

 

11


Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The 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.

The bar chart below shows the variability of the Fund’s performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.

Class A Annual Total Return

 

LOGO

During the five-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 12.19% and -20.65%, respectively, for the quarters ended June 30, 2009 and December 31, 2008.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. Previously, the Fund used the S&P 500 Index as its benchmark. Going forward, the Russell 1000 Index will be the Fund’s primary benchmark because it better reflects how the Fund is being managed. The S&P 500 Index will be a secondary benchmark for the Fund. 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 other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs or employer-sponsored retirement plans.

Both the bar chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, returns would be reduced.

 

     Average Annual Total Returns
for the Periods Ended
December 31, 2012
      1 Year     5 Years     Since Inception
(September 28, 2007)
Class A (return before taxes)      6.44     1.66   1.19%
Class A (return after taxes on distributions)      5.95     1.50   1.04%
Class A (return after taxes on distributions and sale of Fund shares)      4.84     1.40   1.00%
Class C (return before taxes)      12.04     2.09   1.56%
Class I (return before taxes)      13.19     3.12   2.58%
Russell 1000® Index (reflects no deduction for fees, expenses or taxes)      16.42     1.92   1.19%
S&P 500® Index (reflects no deduction for fees, expenses or taxes)      16.00     1.66   0.93%
Lipper Large-Cap Core Classification Average (reflects no deduction for taxes or certain expenses)      14.95     0.68   0.13%

 

12

Section 1    Fund Summaries


Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Symphony Asset Management LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Gunther Stein      Chief Executive Officer and Chief Investment Officer      June 2010
Ross Sakamoto      Co-Director of Equity      July 2010
Joel Drescher      Co-Director of Equity      June 2012

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Fund 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 Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Fund’s initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:

 

        Class A and Class C    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 fee-based programs and certain retirement plans, 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 eligible retirement plans and certain other categories of eligible investors as described in the prospectus.

Minimum Additional Investment      $100    No minimum.

Tax Information

The Fund’s distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the 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.

 

Section 1    Fund Summaries

 

 

13


Nuveen Symphony Mid-Cap Core Fund

 

Investment Objective

The investment objective of the Fund is to seek long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 26 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 28 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-55 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

      Class A      Class C      Class R3      Class I  
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None         None   
Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)
1
     None         1.00%         None         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None         None   
Exchange Fee      None         None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000)2      $15         $15         None         $15   

Annual Fund Operating Expenses

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

      Class A      Class C      Class R3      Class I  
Management Fees      0.72%          0.72%          0.72%          0.72%    
Distribution and/or Service (12b-1) Fees      0.25%          1.00%          0.50%          0.00%    
Other Expenses3      3.07%          3.18%          3.09%          2.63%    
Total Annual Fund Operating Expenses      4.04%          4.90%          4.31%          3.35%    
Fee Waivers and/or Expense Reimbursements4      (2.67)%         (2.78)%         (2.69)%         (2.23)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.37%          2.12%          1.62%          1.12%    
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

2 Fee applies to the following types of accounts under $1,000 held directly with the Fund: individual retirement accounts (IRAs), Coverdell Education Savings Accounts and accounts established pursuant to the Uniform Transfers to Minors Act (UTMA) or Uniform Gifts to Minors Act (UGMA).

 

3 Other Expenses have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has agreed to waive fees and/or reimburse expenses through January 31, 2014 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 1.15% (1.40% after January 31, 2014) of the average daily net assets of any class of Fund shares. The expense limitation expiring January 31, 2014 may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Fund. The expense limitation in effect thereafter may be terminated or modified only with the approval of shareholders of the Fund.

 

14

Section 1    Fund Summaries


Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem your shares at the end of a period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses are at the applicable expense limitation. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption            No Redemption        
      A      C      R3      I            A      C      R3      I        
1 Year    $ 706       $ 215       $ 165       $ 114          $ 706       $ 215       $ 165       $ 114      
3 Years    $ 1,034       $ 716       $ 564       $ 409          $ 1,034       $ 716       $ 564       $ 409      
5 Years    $ 1,383       $ 1,243       $ 988       $ 726          $ 1,383       $ 1,243       $ 988       $ 726      
10 Years    $ 2,367       $ 2,687       $ 2,170       $ 1,625            $ 2,367       $ 2,687       $ 2,170       $ 1,625        

Portfolio Turnover

The 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 the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 138% of the average value of its portfolio.

Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell Midcap® Index. The Fund will not be forced to sell a security because a company has exceeded or fallen below the current market capitalization range.

The goal of the portfolio construction process is to build a well-diversified portfolio that reflects the Fund’s benchmark, the Russell Midcap® Index, in terms of its risk characteristics and that simultaneously seeks to generate a return in excess of that benchmark. The sub-adviser’s investment process begins by identifying candidates with excess return potential from two complementary, separate sources: quantitative analysis and fundamental analysis. Investment ideas from these sources then undergo rigorous fundamental analysis. Through this bottom up stock selection process, the team seeks to identify companies likely to outperform their industry peers in the Russell Midcap® Index. Quantitative tools are used to optimize pre-determined risk factors and upside potential within set parameters, with ultimate allocation decisions made by the portfolio management team. Individual positions and risk parameters are continually monitored. A security will typically be sold when its risk/return profile becomes unattractive compared with other securities in the investment universe.

Principal Risks

The value of your investment in this Fund will change daily, which means you could lose money. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Fund include:

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

Mid-Cap Stock Risk—Stocks of mid-cap companies may be subject to more abrupt or erratic market movements than those of larger, more established companies or the market averages in general.

 

Section 1    Fund Summaries

 

 

15


 

 

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The 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.

The bar chart below shows the variability of the Fund’s performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures. The bar chart and highest/lowest quarterly returns that follow do not reflect sales charges, and if these charges were reflected, the returns would be less than those shown.

Class A Annual Total Return

 

LOGO

During the six-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 17.70% and -25.85%, respectively, for the quarters ended September 30, 2009 and December 31, 2008.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. Class R3 shares commenced operations on May 5, 2009. The returns for Class R3 shares shown below reflect Class I performance prior to May 5, 2009 adjusted for the difference in fees between the classes. 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 other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs or employer-sponsored retirement plans.

Both the bar chart and the table assume that all distributions have been reinvested. Performance reflects fee waivers, if any, in effect during the periods presented. If any such waivers were not in place, returns would be reduced.

 

     Average Annual Total Returns
for the Periods Ended
December 31, 2012
      1 Year     5 Years     Since Inception
(May 31, 2006)
Class A (return before taxes)      6.31     1.98   3.76%
Class A (return after taxes on distributions)      6.19     1.95   3.42%
Class A (return after taxes on distributions and sale of Fund shares)      4.26     1.69   3.05%
Class C (return before taxes)      11.96     2.43   3.91%
Class R3 (return before taxes)      12.57     2.93   4.42%
Class I (return before taxes)      13.14     3.46   4.96%
Russell Midcap® Index (reflects no deduction for fees, expenses or taxes)      17.28     3.57   5.07%
Lipper Mid-Cap Core Classification Average (reflects no deduction for taxes or certain expenses)      15.59     2.23   4.07%

 

16

Section 1    Fund Summaries


Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Symphony Asset Management LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Gunther Stein      Chief Executive Officer and Chief Investment Officer      June 2010
Ross Sakamoto      Co-Director of Equity      July 2010
Joel Drescher      Co-Director of Equity      June 2012

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Fund 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 Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Fund’s initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:

 

        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 certain retirement plans, 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 eligible retirement plans and certain other categories of eligible investors as described in the prospectus.

Minimum Additional Investment      $100    No minimum.    No minimum.

Tax Information

The Fund’s distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the 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.

 

Section 1    Fund Summaries

 

 

17


Section 2    How We Manage Your Money

To help you better understand the Funds, this section includes a detailed discussion of the Funds’ investment and risk management strategies. For a more complete discussion of these matters, please see the statement of additional information, which is available by calling (800) 257-8787 or by visiting Nuveen’s website at www.nuveen.com.

 

LOGO

Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”), the Funds’ investment adviser, 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 is a subsidiary of Nuveen Investments, Inc. (“Nuveen Investments”). On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois. The Nuveen family of advisers has been providing advice to investment companies since 1976, and had $220 billion of assets under management as of September 30, 2012.

Nuveen Fund Advisors has selected its affiliate, Symphony Asset Management LLC (“Symphony”), located at 555 California Street, Suite 2975, San Francisco, California 94104, to serve as sub-adviser to each Fund. Symphony manages the investment of the Funds’ assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors.

The portfolio managers for the funds are Gunther Stein, Ross Sakamoto and Joel Drescher.

 

   

Gunther Stein is Chief Investment Officer and Chief Executive Officer at Symphony. Mr. Stein is responsible for leading Symphony’s fixed-income and equity investments strategies and research and overseeing firm trading. Prior to joining Symphony in 1999, Mr. Stein was a high yield portfolio manager at Wells Fargo Bank, where he managed a high yield portfolio, was responsible for investing in public high yield bonds and bank loans and managed a team of credit analysts.

 

   

Ross Sakamoto, Co-Director of Equity at Symphony, has managed the Funds since July 2010. He is responsible for co-heading Symphony’s equity investment strategies along with Joel Drescher and overseeing the equity trading and research activities. Mr. Sakamoto has over twenty years of industry experience and returns to Symphony after having spent six years with Symphony from 1996 to 2002 as an Equity Portfolio Manager of long-only and hedged strategies. Most recently, Mr. Sakamoto was a Director in the Quantitative Services group at Deutsche Bank Advisors focusing on business development. Prior to joining Deutsche Bank in 2008, he focused on program trading at Bear Stearns & Company from 2002 to 2007.

 

   

Joel Drescher is Co-Director of Equity at Symphony. He is responsible for co-heading Symphony’s equity investment strategies along with Ross

 

18

Section 2    How We Manage Your Money


 

Sakamoto. Prior to joining Symphony in 2012, Mr. Drescher was a Sector Manager at Ascend Capital, where he was responsible for managing all aspects of the investment process for the firm’s consumer discretionary portfolio. Previously, he was the Chief Operations Officer and a Senior Research Analyst at Odyssey Value Advisors and earlier in his career a Financial Analyst in the investment banking group at ING Barings, LLC.

Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds is provided in the statement of additional information.

Management Fees

The management fee schedule for each Fund consists of two components: a Fund-level fee, based only on the amount of assets within a 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 each Fund as follows:

 

Average Daily Net Assets    Nuveen
Symphony
International
Equity Fund
    Nuveen
Symphony
Large-Cap
Growth Fund
    Nuveen
Symphony
Low Volatility
Equity Fund
    Nuveen
Symphony
Mid-Cap
Core Fund
 
For the first $125 million      0.6000     0.5000     0.5000     0.5500
For the next $125 million      0.5875     0.4875     0.4875     0.5375
For the next $250 million      0.5750     0.4750     0.4750     0.5250
For the next $500 million      0.5625     0.4625     0.4625     0.5125
For the next $1 billion      0.5500     0.4500     0.4500     0.5000
For net assets over $2 billion      0.5250     0.4250     0.4250     0.4750

The complex-level fee is the same for each Fund. It begins at a maximum rate of 0.2000% of each 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 each Fund is the Fund-level fee plus 0.2000%. As of September 30, 2012, the effective complex-level fee for each Fund was 0.1695% of the Fund’s average daily net assets.

For the most recent fiscal year, each Fund paid Nuveen Fund Advisors the following management fees (net of fee waivers and expense reimbursements, where applicable) as a percentage of average daily net assets:

 

Nuveen Symphony International Equity Fund*     
Nuveen Symphony Large-Cap Growth Fund      0.09   
Nuveen Symphony Low Volatility Equity Fund*        
Nuveen Symphony Mid-Cap Core Fund*        
  * For the most recent fiscal year, Nuveen Fund Advisors reimbursed expenses in excess of management fees.

Nuveen Fund Advisors has agreed to waive fees and/or reimburse expenses 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

 

Section 2    How We Manage Your Money

 

 

19


extraordinary expenses) for the Funds do not exceed the percentages of the average daily net assets listed below of any class of Fund shares.

 

Nuveen Symphony International Equity Fund   1.13% through January 31, 2014 and 1.38% thereafter
Nuveen Symphony Large-Cap Growth Fund   1.00% through January 31, 2014 and 1.35% thereafter
Nuveen Symphony Low Volatility Equity Fund   1.00% through January 31, 2014 and 1.45% thereafter
Nuveen Symphony Mid-Cap Core Fund   1.15% through January 31, 2014 and 1.40% thereafter

The expense limitations that expire may be terminated or modified prior to that date only with the approval of the Board of Trustees of the Funds. The expense limitations in effect thereafter may be terminated or modified only with the approval of shareholders of the Funds.

Information regarding the Board of Trustees’ approval of the investment management agreements is available in the Funds’ annual report for the fiscal year ended September 30, 2012.

 

 

LOGO

The Funds’ investment objectives, which are described in the “Fund Summaries” section, may not be changed without shareholder approval. Nuveen Symphony International Equity Fund has adopted a non-fundamental investment policy pursuant to Rule 35d-1 under the 1940 Act (a “Name Policy”) whereby Nuveen Symphony International Equity Fund, under normal market conditions, will invest at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities. Nuveen Symphony Large-Cap Growth Fund has adopted a Name Policy whereby Nuveen Symphony Large-Cap Growth Fund, under normal market conditions, will invest at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell 1000 Growth Index. Nuveen Symphony Low Volatility Equity Fund has adopted a Name Policy whereby Nuveen Symphony Low Volatility Equity Fund, under normal market conditions, will invest at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities. Nuveen Symphony Mid-Cap Core Fund has adopted a Name Policy whereby Nuveen Symphony Mid-Cap Core Fund, under normal market conditions, will invest at least 80% of the sum of its net assets and the amount of any borrowings for investment purposes in equity securities of companies with market capitalizations at the time of investment comparable to companies in the Russell Midcap Index. As a result, each Fund must provide shareholders with a notice meeting the requirement of Rule 35d-1(c) at least 60 days prior to any change of their Fund’s Name Policy. The Funds’ investment policies may be changed by the Board of Trustees without shareholder approval unless otherwise noted in this prospectus or the statement of additional information.

The Funds’ principal investment strategies are discussed in the “Fund Summaries” section. These are the strategies that the Funds’ investment adviser and sub-adviser believe are most likely to be important in trying to achieve the Funds’ investment objectives. This section provides more information about these strategies, as well as information about some

 

20

Section 2    How We Manage Your Money


additional strategies that the Funds’ sub-adviser uses, or may use, to achieve the Funds’ objectives. You should be aware that each Fund may also use strategies and invest in securities that are not described in this prospectus, but that are described in the statement of additional information. For a copy of the statement of additional information, call Nuveen Investor Services at (800) 257-8787 or visit Nuveen’s website at www.nuveen.com.

Equity Securities

Under normal market conditions, each Fund primarily invests in equity securities. Equity securities include common stocks; preferred securities; warrants to purchase common stocks or preferred securities; securities convertible into common stocks or preferred securities; and other securities with equity characteristics.

Non-U.S. Investments

Under normal market conditions, Nuveen Symphony International Equity Fund primarily invests in a variety of equity securities of companies organized or located outside the United States and doing a substantial amount of business outside the United States. Nuveen Symphony International Equity Fund considers a company that derives at least 50% of its revenue from business outside the United States or has at least 50% of its assets outside the United States as doing a substantial amount of business outside the United States. Nuveen Symphony International Equity Fund invests in non-U.S. equity securities, including direct investment in securities of non-U.S. companies traded overseas as well as American Depositary Receipts (“ADRs”) and other types of depositary receipts.

Cash Equivalents and Short-Term Investments

Under normal market conditions, the Funds may hold up to 10% of their net assets in cash or cash equivalents, money market funds and short-term fixed-income securities. The percentage of each Fund invested in such holdings varies and depends on several factors, including market conditions. Nevertheless, for temporary defensive purposes and during periods of high cash inflows or outflows, the Funds may depart from their principal investment strategies and invest part or all of their assets in such holdings. During such periods, the Funds may not be able to achieve their investment objectives. A Fund may adopt a defensive strategy when its sub-adviser believes securities in which it normally invests have elevated risks due to political or economic factors and in other extraordinary circumstances. For more information on eligible short-term investments, see the statement of additional information.

Investment Companies and Other Pooled Investment Vehicles

Under normal market conditions, the Funds may invest up to 10% of their total assets in securities of other open-end or closed-end investment companies, including exchange-traded funds (“ETFs”), that invest primarily in securities of the types in which the Funds may invest directly. In addition, the Funds may invest a portion of their assets in pooled investment vehicles (other than investment companies) that invest primarily in securities of the types in which the Funds may invest directly. Nevertheless, during periods of high cash inflows or outflows, the Funds may invest in the securities of certain ETFs in excess of the limits above and the limits imposed under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to exemptive orders obtained by certain ETFs and their sponsors from the Securities and Exchange Commission. An ETF is a fund that holds a portfolio of securities generally designed to track the performance of a securities

 

Section 2    How We Manage Your Money

 

 

21


index, including industry, sector, country and region indexes. ETFs trade on a securities exchange and their shares may, at times, trade at a premium or discount to their net asset value.

As a shareholder in a pooled investment vehicle, the Funds will bear their ratable share of that vehicle’s expenses, and would remain subject to payment of the Funds’ advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Funds invest in other pooled investment vehicles. In addition, the Funds will incur brokerage costs when purchasing and selling shares of ETFs. Securities of other pooled investment vehicles may be leveraged, in which case the value and/or yield of such securities will tend to be more volatile than securities of unleveraged vehicles.

Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Funds’ statement of additional information. Certain portfolio holdings information for each Fund is available on the Funds’ website—www.nuveen.com/mf—by navigating to your Fund using the “Mutual Fund Finder” and clicking on the “Holdings & Detail” tab. By following these links, you can obtain a list of your Fund’s top ten holdings as of the end of the most recent month. A complete list of portfolio holdings information is generally made available on the Funds’ website ten business days after the end of the month. This information will remain available on the website until the Funds file with the Securities and Exchange Commission their annual, semi-annual or quarterly holdings report for the fiscal period that includes the date(s) as of which the website information is current.

 

 

LOGO

Symphony believes that bottom-up stock selection is the most consistent way to achieve superior risk-adjusted returns through various market cycles. The equity team utilizes a comprehensive process that incorporates complementary quantitative and fundamental investment methods to efficiently identify companies likely to outperform their industry peers and combine them in risk-managed portfolios.

Symphony’s investment process begins by identifying candidates with excess return potential from two separate sources.

 

   

Quantitative Idea Generation. Quantitative analysis serves as the starting point for security selection and narrows the investable universe in a disciplined, objective and efficient manner based on factors that Symphony has identified and researched over the past 15 years.

 

   

Analyst-Driven Idea Generation. Symphony’s fundamental analysts provide additional investment ideas outside of the trades recommended by the quantitative process.

Investment ideas undergo rigorous fundamental analysis as part of the team’s ongoing security selection and portfolio monitoring processes. Fundamental analysis seeks to identify factors relevant to the attractiveness of investing in each company, some of which may be industry-specific. Analyst-driven ideas and quantitative signals are cross-checked as part of Symphony’s deeper diligence process. Valuation is assessed and any upcoming catalysts are identified. Through this process, the team seeks to identify the best risk-adjusted ideas within each sector.

 

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Section 2    How We Manage Your Money


Each portfolio is built from the bottom-up and seeks the optimal balance of upside potential and risk management. Each name selected in a Fund represents a balance between these two objectives. Quantitative tools are used to optimize the balance of risk and upside potential within the parameters set forth in the following paragraph, with ultimate allocation decisions made by the portfolio management team.

For each of the Funds except the Nuveen Symphony Low Volatility Equity Fund, the goal of the portfolio construction process is to build a well-diversified portfolio that reflects the given benchmark in terms of its risk characteristics and that simultaneously seeks to generate a return in excess of that benchmark. For the Nuveen Symphony Low Volatility Equity Fund, the goal of the portfolio construction process is to build a well-diversified portfolio with volatility that is 90% of the volatility of the Fund’s benchmark index, while generating returns in excess of the market over the long term.

Individual positions and risk parameters are continually monitored. A security will typically be sold when its risk/return profile becomes unattractive compared with other securities in the investment universe. Changes in a security’s risk/return profile may be identified by Symphony’s quantitative models or fundamental analysts.

 

 

LOGO

Risk is inherent in all investing. 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. Therefore, before investing you should consider carefully the principal risks and certain other risks that you assume when you invest in the Funds. These risks are listed alphabetically below. Because of these risks, you should consider an investment in the Funds to be a long-term investment.

Principal Risks

Equity security risk: Equity securities may decline significantly in price over short or extended periods of time. Price changes may occur in the market as a whole, or they may occur in only a particular country, company, industry, or sector of the market. In addition, the types of securities in which a particular Fund invests, such as value stocks, growth stocks, large-capitalization stocks, mid-capitalization stocks, small-capitalization stocks and/or micro-capitalization stocks, may underperform the market as a whole.

Investment strategy risk: For Nuveen Symphony Low Volatility Equity Fund, Symphony seeks to construct a portfolio with lower absolute volatility than the broad equity market. It does so by using historical data to produce a portfolio expected to have a defined level of market risk and the highest projected return for the risk taken. However, individual stock behavior may change in the future, and therefore there is no guaranty that this strategy will be successful.

Non-U.S./emerging markets risk: With respect to the Nuveen Symphony International Equity Fund, 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 due to political, social and economic developments abroad, different regulatory environments and laws, potential seizure by the government of company assets, higher taxation, withholding taxes on dividends and interest and limitations on the use or transfer of portfolio assets. To the extent the Fund is

 

Section 2    How We Manage Your Money

 

 

23


allowed to invest in depositary receipts, the Fund will be subject to many of the same risks as when investing directly in non-U.S. securities. The holder of an unsponsored depositary receipt may have limited voting rights and may not receive as much information about the issuer of the underlying securities as would the holder of a sponsored depositary receipt.

Other non-U.S. investment risks include the following:

 

   

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

 

   

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

 

   

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

 

   

The U.S. and non-U.S. equity markets often rise and fall at different times or by different amounts due to economic or other developments particular to a given country or region. This phenomenon would tend to lower the overall price volatility of a portfolio that included both U.S. and non-U.S. stocks. Sometimes, however, global trends will cause the U.S. and non-U.S. markets to move in the same direction, reducing or eliminating the risk reduction benefit of international investing.

 

   

Because the non-U.S. securities in which the Fund invests, with the exception of American Depositary Receipts, generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. A strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund.

 

   

Securities of companies traded in many countries outside the United States, particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading, and greater spreads between bid and asked prices for securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

 

   

The Fund’s income from non-U.S. issuers may be subject to non-U.S. withholding taxes. In some countries, the Fund also may be subject to taxes on trading profits and, on certain securities transactions, transfer or stamp duties tax. To the extent non-U.S. income taxes are paid by the Fund, U.S. shareholders may be entitled to a credit or deduction for U.S. tax purposes.

 

   

Some countries, particularly emerging markets, restrict to varying degrees foreign investment in their securities markets. In some circumstances, these restrictions may limit or preclude investment in certain countries or may increase the cost of investing in securities of particular companies.

 

   

Emerging markets generally do not have the level of market efficiency and strict standards in accounting and securities regulation to be on par with advanced economies. Investments in emerging markets come with much greater risk due to political instability, domestic infrastructure

 

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Section 2    How We Manage Your Money


 

problems, currency volatility and limited equity opportunities (many large companies may still be “state-run” or private). Also, local stock exchanges may not offer liquid markets for outside investors.

Smaller company risk: Nuveen Symphony Mid-Cap Core Fund, Nuveen Symphony International Equity Fund and Nuveen Symphony Low Volatility Equity Fund invest in smaller companies. 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.

Other Risks

Inflation risk: The value of assets or income from investments may be less in the future as inflation decreases the value of money. As inflation increases, the value of a Fund’s assets can decline, as can the value of a Fund’s distributions.

Investment companies risk: Each Fund may invest in securities of other open-end or closed-end investment companies, including ETFs. As a shareholder in a pooled investment vehicle, the Funds will bear their ratable share of that vehicle’s expenses, and would remain subject to payment of the Funds’ advisory and administrative fees with respect to assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Funds invest in other pooled investment vehicles. In addition, the Funds will incur brokerage costs when purchasing and selling shares of ETFs. Securities of other pooled investment vehicles may be leveraged, in which case the value and/or yield of such securities will tend to be more volatile than securities of unleveraged vehicles.

Small fund risk: The Funds currently have less assets than similar funds, and like other relatively small funds, large inflows and outflows may impact a Fund’s market exposure for limited periods of time, causing the Fund’s performance to vary from that of the Fund’s model portfolio. This impact may be positive or negative, depending on the direction of market movement during the period affected. The Funds have policies in place which seek to reduce the impact of these flows where Nuveen Fund Advisors has prior knowledge of them.

 

Section 2    How We Manage Your Money

 

 

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Section 3    How You Can Buy and Sell Shares

The Funds offer multiple classes of shares, each with a different combination of sales charges, fees, eligibility requirements and other features. Your financial advisor can help you determine which class is best for you. For further details, please see the statement of additional information.

 

LOGO

Class A Shares

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

 

Amount of Purchase    Sales Charge as
% of Public
Offering Price
    Sales Charge as %
of Net Amount
Invested
    Maximum
Financial Intermediary
Commission as % of
Public Offering  Price
 
Less than $50,000      5.75     6.10     5.00
$50,000 but less than $100,000      4.50        4.71        4.00   
$100,000 but less than $250,000      3.75        3.90        3.25   
$250,000 but less than $500,000      2.75        2.83        2.50   
$500,000 but less than $1,000,000      2.00        2.04        1.75   
$1,000,000 and over*                    1.00   
  * You can purchase $1 million or more of Class A shares at net asset value without an up-front sales charge. The Distributor pays financial intermediaries of record a commission equal to 1% of the first $2.5 million, plus 0.75% of the next $2.5 million, plus 0.50% of the amount over $5 million. Unless you are eligible for a waiver, you may be assessed a contingent deferred sales charge (“CDSC”) of 1% if you redeem any of your shares within 12 months of purchase. See “How to Sell Shares—Contingent Deferred Sales Charge” below for more information.

Class C Shares

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

 

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Section 3    How You Can Buy and Sell Shares


The Funds have established a limit to the amount of Class C shares that may be purchased by an individual investor. See the statement of additional information for more information.

Class R3 Shares

For each Fund other than Nuveen Symphony Low Volatility Equity Fund you can purchase Class R3 shares at the offering price, which is the net asset value per share without any up-front sales charge. Class R3 shares are subject to annual distribution and service fees of 0.50% of your Fund’s average daily net assets.

Class R3 shares are only available for purchase by eligible retirement plans. Class R3 shares are not available to traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs or individual 403(b) plans. See the statement of additional information for more information.

Class I Shares

You can purchase Class I shares at the offering price, which is the net asset value per share without any up-front sales charge. As Class I shares are not subject to sales charges or ongoing service or distribution fees, they have lower ongoing expenses than the other classes.

Class I shares are available for purchase by clients of financial intermediaries who charge such clients an ongoing fee for advisory, investment, consulting or related services. Such clients may include individuals, corporations, endowments and foundations. The minimum initial investment for such clients is $100,000, but this minimum will be lowered to $250 for clients of financial intermediaries that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of financial intermediaries anticipated to reach this Class I share holdings level.

Class I shares are also available for purchase by family offices and their clients. A family office is a company that provides certain financial and other services to a high net worth family or families. The minimum initial investment for family offices and their clients is $100,000, but this minimum will be lowered to $250 for clients of family offices that have accounts holding Class I shares with an aggregate value of at least $100,000. The Distributor may also lower the minimum to $250 for clients of family offices anticipated to reach this Class I share holdings level.

Class I shares are also available for purchase, with no minimum initial investment, by the following categories of investors:

 

   

Certain employer-sponsored retirement plans.

 

   

Certain bank or broker-affiliated trust departments.

 

   

Advisory accounts of Nuveen Fund Advisors and its affiliates.

 

   

Current and former trustees/directors of any Nuveen Fund, and their immediate family members (as defined in the statement of additional information).

 

   

Officers, directors and former directors of Nuveen Investments and its affiliates, and their immediate family members.

 

   

Full-time and retired employees of Nuveen Investments and its affiliates, and their immediate family members.

 

   

Certain financial intermediary personnel, and their immediate family members.

 

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27


   

Certain other institutional investors described in the statement of additional information.

Please refer to the statement of additional information for more information about Class A, Class C, Class R3 and Class I shares, including more detailed program descriptions and eligibility requirements. Additional information is also available from your financial advisor, who can also help you prepare any necessary application forms.

 

 

LOGO

The Funds offer a number of ways to reduce or eliminate the up-front sales charge on Class A shares. See “What Share Classes We Offer” (above) for a discussion of eligibility requirements for purchasing Class I shares.

Class A Sales Charge Reductions

 

   

Rights of Accumulation. In calculating the appropriate sales charge on a purchase of Class A shares of a Fund, you may be able to add the amount of your purchase to the value, based on the current net asset value per share, of all of your prior purchases of any Nuveen Mutual Fund.

 

   

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

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

Class A Sales Charge Waivers

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

 

   

Purchases of $1,000,000 or more.

 

   

Monies representing reinvestment of Nuveen Mutual Fund distributions.

 

   

Certain employer-sponsored retirement plans.

 

   

Employees of Nuveen Investments and its affiliates. Purchases by full-time and retired employees of Nuveen Investments and its affiliates and such employees’ immediate family members (as defined in the statement of additional information).

 

   

Current and former trustees/directors of the Nuveen Funds.

 

   

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

 

   

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

 

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Section 3    How You Can Buy and Sell Shares


   

Additional categories of investors. Purchases made (i) by investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program; (ii) by clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; and (iii) through a financial intermediary that has entered into an agreement with the Distributor to offer the Funds’ shares to self-directed investment brokerage accounts and that may or may not charge a transaction fee to its customers.

In order to obtain a sales charge reduction or waiver, it may be necessary at the time of purchase for you to inform the Funds or your financial advisor of the existence of other accounts in which there are holdings eligible to be aggregated for such purposes. You may need to provide the Funds or your financial advisor information or records, such as account statements, in order to verify your eligibility for a sales charge reduction or waiver. This may include account statements of family members and information regarding Nuveen Mutual Fund shares held in accounts with other financial advisors. You or your financial advisor must notify the Distributor at the time of each purchase if you are eligible for any of these programs. The Funds may modify or discontinue these programs at any time.

 

 

LOGO

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

You may purchase Fund shares (1) through a financial advisor or (2) directly from the Funds.

Through a Financial Advisor

You may buy shares through your financial advisor, who can handle all the details for you, including opening a new account. Financial advisors can also help you review your financial needs and formulate long-term investment goals and objectives. In addition, financial advisors generally can help you develop a customized financial plan, select investments and monitor and review your portfolio on an ongoing basis to help assure your investments continue to meet your needs as circumstances change. Financial advisors (including brokers or agents) are paid for providing ongoing investment advice and services, either from Fund sales charges and fees or by charging you a separate fee in lieu of a sales charge.

Financial advisors or other dealer firms may charge their customers a processing or service fee in connection with the purchase or redemption of Fund shares. The amount and applicability of such a fee is determined and disclosed to customers by each individual dealer. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in this prospectus and the statement of additional information. Your dealer will provide you with specific information about any processing or service fees you will be charged. Shares you purchase through your financial advisor or other intermediary will normally be held with that firm. For more information, please contact your financial advisor.

 

Section 3    How You Can Buy and Sell Shares

 

 

29


Directly from the Funds

Eligible investors may purchase shares directly from the Funds.

 

   

By wire. You can purchase shares by making a wire transfer from your bank. Before making an initial investment by wire, you must submit a new account form to a Fund. After receiving your form, a service representative will contact you with your account number and wiring instructions. Your order will be priced at the next closing share price based on the share class of your Fund, calculated after your Fund’s custodian receives your payment by wire. Wired funds must be received prior to 4:00 p.m. New York time to be eligible for same day pricing. Neither your Fund nor the transfer agent is responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions. Before making any additional purchases by wire, you should call Nuveen Investor Services at (800) 257-8787. You cannot purchase shares by wire on days when federally chartered banks are closed.

 

   

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

The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services, or receipt at the post office box above, of purchase orders or redemption requests does not constitute receipt by the transfer agent of the Funds.

 

   

On-line. Existing shareholders with direct accounts may process certain account transactions on-line. You may purchase additional shares or exchange shares between existing, identically registered direct accounts. You can also look up your account balance, history and dividend information, as well as order duplicate account statements and tax forms from the Funds’ website. To access your account, click the “Individual Investors” link on www.nuveen.com and then choose “Account Access” under the “Resources” tab. The system will walk you through the log-in process. To purchase shares on-line, you must have established Fund Direct privileges on your account prior to the requested transaction. See “Special Services—Fund Direct” below.

 

   

By telephone. Existing shareholders with direct accounts may also process account transactions via the Funds’ automated information line. Simply call (800) 257-8787, press 1 for mutual funds and the voice menu will walk you through the process. To purchase shares by telephone, you must have established Fund Direct privileges on your account prior to the requested transaction. See “Special Services—Fund Direct” below.

 

LOGO

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

 

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Section 3    How You Can Buy and Sell Shares


Systematic Investing

Once you have opened an account satisfying the applicable investment minimum, systematic investing allows you to make regular additional investments through automatic deductions from your bank account, directly from your paycheck or from exchanging shares from another mutual fund account. The minimum automatic deduction is $100 per month. There is no charge to participate in your Fund’s systematic investment plan. You can stop the deductions at any time by notifying your Fund in writing.

 

   

From your bank account. You can make systematic investments of $100 or more per month by authorizing your Fund to draw pre-authorized checks on your bank account.

 

   

From your paycheck. With your employer’s consent, you can make systematic investments each pay period (collectively meeting the monthly minimum of $100) by authorizing your employer to deduct monies from your paycheck.

 

   

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

Systematic Withdrawal

If the value of your Fund account is at least $10,000, you may request to have $50 or more withdrawn automatically from your account. You may elect to receive payments monthly, quarterly, semi-annually or annually, and may choose to receive a check, have the monies transferred directly into your bank account (see “Fund Direct” below), paid to a third party or sent payable to you at an address other than your address of record. You must complete the appropriate section of the account application or Account Update Form to participate in each Fund’s systematic withdrawal plan.

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

Exchanging Shares

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

Each Fund reserves the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. Shareholders will be provided with at least 60 days’ notice of any material revision to or termination of the exchange privilege.

Because an exchange between funds is treated for tax purposes as a purchase and sale, any gain may be subject to tax. An exchange between classes of shares of the same fund may not be considered a taxable event. You should consult your tax advisor about the tax consequences of exchanging your shares.

 

Section 3    How You Can Buy and Sell Shares

 

 

31


Fund DirectSM

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

Reinstatement Privilege

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

 

LOGO

You may sell (redeem) your shares on any business day, which is any day the NYSE is open for business. You will receive the share price next determined after your Fund has received your properly completed rede