Nuveen Investment Funds, Inc.

497 1 d382061d497.htm NUVEEN INVESTMENT FUNDS, INC. Nuveen Investment Funds, Inc.

Filed pursuant to Rule 497(b)
File No.: 333-182806

LOGO

Important Information for

Nuveen Large Cap Value Fund Shareholders

At a special meeting of shareholders of Nuveen Large Cap Value Fund (the “Acquired 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 Dividend Value Fund (the “Acquiring Fund”), another series of the Corporation. If the reorganization is approved and completed, you will become a shareholder of the Acquiring Fund. The Acquired Fund and the Acquiring Fund are collectively referred to herein as the “Funds.”

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

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

Nuveen Fund Advisors, Inc. (“Nuveen Fund Advisors”), each Fund’s investment adviser, has proposed the reorganization of the Acquired 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.

Q.	What advantages will the reorganization produce for Acquired Fund shareholders?

Nuveen Fund Advisors and the Board of Directors of the Corporation (the “Board”) believe that shareholders of the Acquired Fund will benefit from operational efficiencies and economies of scale that are expected to arise as a result of the larger net asset size of the Acquiring Fund following the reorganization. These operational efficiencies and economies of scale are expected to result in lower gross and net expenses for shareholders of the Acquired Fund.

Q.	What are the similarities between the investment policies of the Funds?

The investment objective of the Acquired Fund is capital appreciation, with current income as the Fund’s secondary objective. The investment objective of the Acquiring Fund is long-term growth of capital and income. Although the investment objectives of the Funds are not the same, they are similar and the Funds employ similar investment strategies to achieve their investment objectives. The Acquired 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 large-capitalization companies, defined as companies that have market capitalizations of $5 billion or greater at the time of purchase. The Acquiring Fund has no restrictions on the capitalization levels of the companies in which it invests, and it may invest without limit in common stocks of small- and mid-capitalization companies, as well as large-capitalization companies. Under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of companies which in the opinion of the Fund’s sub-adviser have the ability to pay above average dividends and finance expected growth, have strong management and are trading at attractive valuations. All of the Acquiring Fund’s equity securities must provide current income at the time of purchase. A more detailed comparison of the investment objectives, policies and risks of the Funds is contained 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 will take such actions as it deems to be in the best interests of the Acquired Fund, which may include additional solicitation, continuing to operate the Fund as a stand-alone fund, or liquidating the Fund.

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

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

Q.	Will this reorganization create a taxable event for me?

No. The reorganization is intended to qualify as a tax-free reorganization for federal income tax purposes. It is expected that you will recognize no gain or loss for federal income tax purposes as a direct result of the reorganization. Prior to the closing of the reorganization, the Acquired Fund expects to distribute all of its net investment income and net capital gains, if any. Such a distribution may be taxable to the Acquired Fund’s shareholders for federal income tax purposes. Due to the Acquired Fund’s capital loss carryforwards, a net capital gain distribution is not expected. However, in light of realized capital gains in the Acquiring Fund’s portfolio that may not be distributed prior to the reorganization, and in light of unrealized capital gains currently in the Acquiring Fund’s portfolio, you may be subject to higher capital gain distributions in the future than you would have been absent the reorganization.

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

A.	The total operating expenses of the Acquiring Fund immediately following the reorganization are expected to be lower than the total operating expenses of the Acquired Fund for all share classes.

Q.	Who will bear the costs of the reorganization?

The reorganization is expected to result in cost savings for each Fund. The Acquired Fund’s projected cost savings are expected due to the operational efficiencies and economies of scale that the larger combined fund should experience. The Acquiring Fund’s projected cost savings consist of management fees expected to be reimbursed pursuant to the proposed management fee reimbursement arrangement that will be implemented if shareholders approve the reorganization and it is completed. In light of these anticipated cost savings, the costs of the reorganization will be allocated between the Funds ratably up to each Fund’s projected cost savings during the first year following the reorganization. Nuveen Fund Advisors estimates that the costs of the reorganization will be approximately $154,000 and that the cost savings during the first year following the reorganization will be approximately $232,000 for the Acquired Fund and $234,000 for the Acquiring Fund. As a result, each of the Acquired Fund and the Acquiring Fund are expected to be charged approximately $77,000. To the extent that such reorganization expenses otherwise exceed the projected cost savings for the Funds during the first year following the reorganization, Nuveen Fund Advisors or its affiliates (“Nuveen”) will pay such expenses. In addition, to the extent that the payment of these expenses would cause a Fund’s expenses to exceed its expense cap for all share classes in effect through December 31, 2012, Nuveen will reimburse such expenses to the extent necessary to operate within the cap. Based on current expense levels it is anticipated that the Acquired Fund’s expenses will exceed its expense cap and that Nuveen will reimburse approximately $12,000 of reorganization expenses charged to the

Acquired Fund. The Funds are expected to recover their costs of the reorganization within the first year following the reorganization assuming that annual cost savings occur at the level shown above. If the reorganization is not approved or completed, Nuveen will pay all such reorganization expenses.

Q.	What is the timetable for the reorganization?

A.	If approved by shareholders on October 5, 2012, the reorganization is expected to occur at the close of business on October 12, 2012.

Q.	Whom do I call if I have questions?

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) 905-8160 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 suggest that I vote?

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

LOGO

August 27, 2012

Dear Shareholders:

We are pleased to invite you to the special meeting of shareholders of Nuveen Large Cap Value Fund (the “Special Meeting”). The Special Meeting is scheduled for October 5, 2012, 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 Dividend Value Fund (the “Acquiring Fund”) will acquire all the assets and liabilities of Nuveen Large Cap Value Fund (the “Acquired 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 of the Acquired Fund to the shareholders of the Acquired Fund (the “Reorganization”).

Nuveen Fund Advisors, Inc. (“Nuveen Fund Advisors”), each Fund’s investment adviser, has proposed the Reorganization involving the Acquired 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. (the “Board”) believe that the shareholders of the Acquired Fund will benefit from potential operating efficiencies and economies of scale that may be achieved by combining the Funds pursuant to the Reorganization. Following the Reorganization, the Acquiring Fund is expected to have lower gross and net total operating expenses than the Acquired Fund had prior to the Reorganization. The Board believes the Reorganization is in the best interests of the Acquired 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 27, 2012

NUVEEN LARGE CAP VALUE FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 5, 2012

To the Shareholders:

Notice is hereby given that a special meeting of shareholders of Nuveen Large Cap Value Fund (the “Acquired 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 October 5, 2012 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 Acquired Fund to Nuveen Dividend Value Fund (the “Acquiring Fund”) in exchange solely for voting shares of common stock of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund; and (ii) the distribution by the Acquired Fund of Class A, Class C, Class R3 and Class I shares of the Acquiring Fund to the shareholders of Class A, Class C, Class R3 and Class I shares, respectively, of the Acquired Fund in complete liquidation and termination of the Acquired 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 August 10, 2012 are entitled to vote at the Special Meeting or any adjournments or postponements thereof.

•

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 27, 2012

Relating to the Acquisition of the Assets and Liabilities of NUVEEN LARGE CAP VALUE FUND by NUVEEN DIVIDEND VALUE FUND (formerly Nuveen Equity Income Fund)

This Proxy Statement/Prospectus is being furnished to shareholders of Nuveen Large Cap Value Fund (the “Acquired 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 Acquired Fund to be held at the offices of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, on October 5, 2012 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 (the “Board”) 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 Acquired Fund into Nuveen Dividend Value Fund (formerly Nuveen Equity Income Fund) (the “Acquiring Fund”), a series the Corporation. The Acquired Fund and the Acquiring Fund are referred to herein collectively as the “Funds” and individually as a “Fund.” If shareholders approve the Reorganization and it is completed, shareholders of the Acquired Fund will receive shares of the corresponding class of the Acquiring Fund with the same total value as the total value of the Acquired Fund shares surrendered by such shareholders. The Board has determined that the Reorganization is in the best interests of the Acquired Fund. The address, principal executive office and telephone number of the Funds 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 Acquired Fund on or about August 29, 2012. Shareholders of record as of the close of business on August 10, 2012 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 Acquired Fund should know before voting on the Reorganization (in effect, investing in Class A, Class C, Class R3 and Class I shares of the Acquiring Fund) and constitutes an offering of Class A, Class C, Class R3 and Class I shares of common stock, par value $0.0001 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 Corporation’s prospectus dated February 29, 2012, as supplemented through the date of this Proxy Statement/Prospectus, relating to the Funds; and

(ii)

the unaudited financial statements contained in the Corporation’s Semi-Annual Report relating to each Fund for the six-month period ended April 30, 2012.

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 27, 2012 (the “Reorganization SAI”);

(ii)

the Corporation’s statement of additional information dated February 29, 2012, as supplemented through the date of this Proxy Statement/Prospectus, relating to the Funds; and

(iii)

the audited financial statements contained in the Corporation’s Annual Report relating to each Fund for the fiscal year ended October 31, 2011.

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 is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith files reports and other information with the SEC. Reports, proxy statements, registration statements and other information filed by the Corporation (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		6
Fees and Expenses		7
Portfolio Turnover		10
Risk Factors		10
Fundamental Investment Restrictions		11
Performance Information		11
Investment Adviser and Sub-Adviser		14
Advisory and Other Fees		15
Board Members and Officers		16
Distribution, Purchase, Redemption, Exchange of Shares and Dividends		17
Tax Information		18
Payments to Broker-Dealers and Other Financial Intermediaries		18
Further Information		18

The Proposed Reorganization		18
Description of Securities to be Issued		20
Continuation of Shareholder Accounts and Plans; Share Certificates		20
Service Providers		20
Material Federal Income Tax Consequences		20
Reorganization Expenses		23
Capitalization		23
Legal Matters		24
Information Filed with the Securities and Exchange Commission		25

The Board’s Approval of the Reorganization		25
Investment Similarities and Differences		26
Relative Risks		26
Relative Sizes		26
Investment Performance and Portfolio Managers		27
Fees and Expense Ratios		27
Tax Consequences of the Reorganization		27
Costs of the Reorganization		28
Dilution		28
Effect on Shareholder Services and Shareholder Rights		28
Alternatives to the Reorganization		28
Potential Benefits to Nuveen Fund Advisors and Affiliates		28
Conclusion		28

TABLE OF CONTENTS

(continued)


	Page

Other Information		29
Shareholders of the Funds		29
Shareholder Proposals		32
Shareholder Communications		32
Proxy Statement/Prospectus Delivery		32

Voting Information and Requirements		32

Appendix I – Form of Agreement and Plan of Reorganization		I-1

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 Acquired Fund will become shareholders of the Acquiring Fund and will cease to be shareholders of the Acquired 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, Class R3 and Class I shares of the Acquiring Fund only.

Background

Nuveen Fund Advisors, Inc. (“Nuveen Fund Advisors” or the “Adviser”), each Fund’s investment adviser, has proposed the reorganization of the Acquired Fund into the Acquiring Fund, as well as a number of other fund reorganizations between funds with similar investment objectives and policies, 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 Acquired Fund in connection with the proposed combination of the Acquired Fund with and into the Acquiring Fund pursuant to the terms and conditions of the Agreement and Plan of Reorganization dated July 22, 2012 by the Corporation, on behalf of the Acquired Fund and the Acquiring Fund, and Nuveen Fund Advisors (the “Agreement”). The Agreement provides for (i) the transfer of all the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Class A, Class C, Class R3 and Class I voting shares of common stock, par value $0.0001 per share, of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund; and (ii) the distribution by the Acquired Fund of Class A, Class C, Class R3 and Class I shares of the Acquiring Fund to the shareholders of the corresponding class of the Acquired Fund in complete liquidation and termination of the Acquired Fund as soon as practicable following the Closing Date (as defined herein).

If shareholders approve the Reorganization and it is completed, Acquired Fund shareholders will become shareholders of the Acquiring Fund. The Board has determined that the Reorganization is in the best interests of the Acquired 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 May 21-23, 2012. The Board recommends a vote “FOR” the Reorganization.

If shareholders approve the Reorganization, the Reorganization is expected to result in cost savings for each Fund. The Acquired Fund’s projected cost savings are expected due to the operational efficiencies and economies of scale that the larger combined fund should experience. The Acquiring Fund’s projected cost savings consist of management fees expected to be reimbursed pursuant to the proposed management fee reimbursement arrangement that will be implemented if shareholders

approve the Reorganization and it is completed. This arrangement is intended to maintain the Acquiring Fund’s operating expenses at levels experienced during the fiscal year ended October 31, 2011. For the twelve-month period ended April 30, 2012, the Acquiring Fund experienced gross total operating expenses of 1.16%, 1.91%, 1.41% and 0.91% for Class A, Class C, Class R3 and Class I shares, respectively, which are higher than those experienced during the fiscal year ended October 31, 2011 as shown in the “Annual Fund Operating Expenses” table. Accordingly, the proposed management fee reimbursement arrangement is projected to benefit the Acquiring Fund. In light of the anticipated cost savings, the costs of the Reorganization will be allocated between the Funds ratably up to each Fund’s projected cost savings during the first year following the Reorganization. Nuveen Fund Advisors estimates that the costs of the Reorganization will be approximately $154,000 and that the cost savings during the first year following the Reorganization will be approximately $232,000 for the Acquired Fund and $234,000 for the Acquiring Fund. As a result, each of the Acquired Fund and the Acquiring Fund are expected to be charged approximately $77,000. To the extent that such Reorganization expenses otherwise exceed the projected cost savings for the Funds during the first year following the Reorganization, Nuveen Fund Advisors or its affiliates (“Nuveen”) will pay such expenses. In addition, to the extent that the payment of these expenses would cause a Fund’s expenses to exceed its expense cap for all share classes in effect through December 31, 2012, Nuveen will reimburse such expenses to the extent necessary to operate within the cap. Based on current expense levels it is anticipated that the Acquired Fund’s expenses will exceed its expense cap and that Nuveen will reimburse approximately $12,000 of Reorganization expenses charged to the Acquired Fund. The Funds are expected to recover their costs of the Reorganization within the first year following the Reorganization assuming that annual cost savings occur at the level shown above. If the Reorganization is not approved or completed, Nuveen will pay all such Reorganization expenses.

The Board is asking shareholders of the Acquired Fund to approve the Reorganization at the Special Meeting to be held on October 5, 2012. 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 Acquired Fund approve the Reorganization, it is expected that the Reorganization will occur at the close of business on October 12, 2012 (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 Acquired Fund. The Closing Date 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 Date 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 Date, if not cured within 30 days, (ii) a condition precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met, or (iii) a determination by the Board that the consummation of the transactions contemplated by the Agreement is not in the best interests of 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;

•

the relative investment performance of the Funds and portfolio managers;

•

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

•

the anticipated 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 Acquired Fund offers four classes of shares: Class A, Class C, Class R3 and Class I Shares. The Acquiring Fund offers five classes of shares: Class A, Class B, Class C, Class R3 and Class I Shares. The corresponding classes of each Fund have the same investment eligibility criteria. The Acquiring Fund normally declares and pays dividends from net investment income quarterly. The Acquired Fund’s dividends from net investment income, if any, are normally declared and paid 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. In connection with the Reorganization, a portion of the Acquired Fund’s portfolio assets may be sold prior to the Reorganization, which could result in the Acquired Fund declaring taxable distributions to its shareholders on or prior to the Closing Date. However, it is not

expected that any material portfolio sales (i.e., more than 5% of the Acquired Fund assets) will occur solely in connection with the Reorganization. In addition, the Acquired Fund recently experienced a change in its portfolio management team, and, as a result, the Acquired Fund may have material portfolio sales prior to the Reorganization. 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.

COMPARISON OF THE FUNDS

Investment Objectives

The Funds have similar investment objectives. The Acquired Fund’s investment objective is capital appreciation. The Acquired Fund’s secondary objective is current income. The Acquiring Fund’s investment objective is long-term growth of capital and income. The investment objective of each Fund may be changed without shareholder approval upon providing notice at least 60 days in advance.

Investment Strategies

The Acquired 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:


Acquired 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 large-capitalization companies, defined as companies that have market capitalizations of $5 billion or greater at the time of purchase.		• Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of companies that, in the opinion of the Fund’s sub-adviser, have the ability to pay above average dividends and finance expected growth, have strong management, and are trading at attractive valuations.

• In selecting stocks, the Fund’s sub-adviser invests in companies that it believes are undervalued relative to other companies in the same industry or market, exhibit good or improving fundamentals, and exhibit an identifiable catalyst that could close the gap between market value and fair value over the next one to two years.


Acquired Fund		Acquiring Fund

		• The Fund will attempt to maintain a dividend that will grow over time. As a result, higher-yielding equity securities will generally represent the core holdings of the Fund. However, the Fund also may invest in lower-yielding, higher-growth equity securities if the sub-adviser believes they will help balance the portfolio.

		• The Fund’s equity securities include common stocks, convertible preferred stocks, and corporate debt securities that are convertible into common stocks. All such equity securities will provide current income at the time of purchase.

		• The Fund may invest in convertible debt securities without regard to their ratings, and therefore may hold convertible debt securities which are rated lower than investment grade.

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

• 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.		• 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.		• 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.


Acquired Fund		Acquiring Fund

• 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.		• 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 similar and the Funds employ similar investment strategies to achieve their investment objectives. Under normal market conditions, the Acquired Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in common stocks of large-capitalization companies, defined as companies that have market capitalizations of $5 billion or greater at the time of purchase. The Acquiring Fund has no restrictions on the capitalization levels of the companies in which it invests, and it may invest without limit in common stocks of small- and mid-capitalization companies, as well as large-capitalization companies. Under normal market conditions, the Acquiring Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities which in the opinion of the Fund’s sub-adviser have the ability to pay above average dividends and finance expected growth, have strong management and are trading at attractive valuations. All of the Fund’s equity securities must provide current income at the time of purchase.

The Acquiring Fund invests in equity securities, which may include common stocks, convertible preferred stocks and corporate debt securities that are convertible into common stocks. The Acquired Fund invests in common stocks, but it does not invest in convertible preferred stocks or convertible debt securities as a principal strategy.

Both Funds have the same principal investment strategies regarding investment in foreign securities, emerging market securities and derivatives.

In evaluating the Reorganization, each Acquired 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 Acquired Fund to the extent it is necessary for the Acquired 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. If the Reorganization had occurred as of April 30, 2012, the Acquired Fund would not have been required to dispose of its securities in order to comply with the Acquiring Fund’s investment policies and restrictions, and would not have sold any material portion (i.e., more than 5% of its assets) of the securities in its portfolio solely as a result of the Reorganization. In addition, the Funds do not expect that any material portfolio sales (i.e., more than 5% of the Acquired Fund’s net assets) will occur solely as a result of the Reorganization.

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 as of their fiscal year ended October 31, 2011. The pro forma fees and expenses are based on the amounts shown in the table for each Fund, assuming the Reorganization occurred as of October 31, 2011.

Shareholder Fees

(paid directly from your investment)


	Acquired Fund	Acquiring Fund	Combined Fund Pro Forma
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 R3	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 R3	None	None	None
Class I	None	None	None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
Class A	None	None	None
Class C	None	None	None
Class R3	None	None	None
Class I	None	None	None
Exchange Fees
Class A	None	None	None
Class C	None	None	None
Class R3	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 R3	None	None	None
Class I	$15	$15	$15

1	The CDSC 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)


	Acquired Fund	Acquiring Fund	Combined Fund Pro Forma¹
Management Fees
Class A	0.75%	0.77%	0.77%
Class C	0.75%	0.77%	0.77%
Class R3	0.75%	0.77%	0.77%
Class I	0.75%	0.77%	0.77%
Distribution and Service (12b-1) Fees
Class A	0.25%	0.25%	0.25%
Class C	1.00%	1.00%	1.00%
Class R3	0.50%	0.50%	0.50%
Class I	0.00%	0.00%	0.00%
Other Expenses
Class A	0.19%	0.12%	0.13%
Class C	0.19%	0.12%	0.13%
Class R3	0.19%	0.12%	0.13%
Class I	0.19%	0.12%	0.13%
Total Annual Fund Operating Expenses²
Class A	1.19%	1.14%	1.15%
Class C	1.94%	1.89%	1.90%
Class R3	1.44%	1.39%	1.40%
Class I	0.94%	0.89%	0.90%
Fee Waivers and/or Expense Reimbursements
Class A	0.00%	0.00%	(0.01%)³
Class C	0.00%	0.00%	(0.01%)³
Class R3	0.00%	0.00%	(0.01%)³
Class I	0.00%	0.00%	(0.01%)³
Total Annual Fund Operating Expenses–After Fee Waivers and/or Expense Reimbursements
Class A	1.19%	1.14%	1.14%
Class C	1.94%	1.89%	1.89%
Class R3	1.44%	1.39%	1.39%
Class I	0.94%	0.89%	0.89%

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

2	Expenses have been restated to reflect current contractual fees and estimated other expenses.

If the Reorganization is approved by shareholders and completed, Nuveen Fund Advisors has agreed to waive fees and/or reimburse expenses through October 31, 2013 so that Total Annual Fund Operating Expenses (excluding 12b-1 distribution and/or service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses) do not exceed 1.14%, 1.89%, 1.39% and 0.89% for Class A, Class C, Class R3 and Class I, respectively, of average daily net assets. The expense limitation will not be terminated or modified prior to that date without the approval of the Board.

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. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Acquired Fund	Acquiring Fund	Combined Fund Pro Forma
1 Year
Assuming you sold your shares at the end of each period
Class A	$ 689	$ 685	$ 685
Class C	$ 197	$ 192	$ 192
Class R3	$ 147	$ 142	$ 142
Class I	$ 96	$ 91	$ 91
Assuming you kept your shares
Class A	$ 689	$ 685	$ 685
Class C	$ 197	$ 192	$ 192
Class R3	$ 147	$ 142	$ 142
Class I	$ 96	$ 91	$ 91

3 Years
Assuming you sold your shares at the end of each period
Class A	$ 931	$ 916	$ 918
Class C	$ 609	$ 594	$ 596
Class R3	$ 456	$ 440	$ 442
Class I	$ 300	$ 284	$ 286
Assuming you kept your shares
Class A	$ 931	$ 916	$ 918
Class C	$ 609	$ 594	$ 596
Class R3	$ 456	$ 440	$ 442
Class I	$ 300	$ 284	$ 286

5 Years
Assuming you sold your shares at the end of each period
Class A	$1,192	$1,167	$1,171
Class C	$1,047	$1,021	$1,025
Class R3	$ 787	$ 761	$ 765
Class I	$ 520	$ 493	$ 497
Assuming you kept your shares
Class A	$1,192	$1,167	$1,171
Class C	$1,047	$1,021	$1,025
Class R3	$ 787	$ 761	$ 765
Class I	$ 520	$ 493	$ 497


	Acquired Fund	Acquiring Fund	Combined Fund Pro Forma

10 Years
Assuming you sold your shares at the end of each period
Class A	$1,935	$1,881	$1,891
Class C	$2,264	$2,212	$2,221
Class R3	$1,724	$1,669	$1,679
Class I	$1,155	$1,096	$1,107
Assuming you kept your shares
Class A	$1,935	$1,881	$1,891
Class C	$2,264	$2,212	$2,221
Class R3	$1,724	$1,669	$1,679
Class I	$1,155	$1,096	$1,107

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. During their most recent fiscal periods for which financial statements are available, the Funds had the following portfolio turnover rates:


Fund	Fiscal Year Ended	Rate	Semi-Annual Period Ended	Rate
Acquired Fund	10/31/11	114%	4/30/12	47%
Acquiring Fund	10/31/11	33%	4/30/12	11%

After the Reorganization is completed, the portfolio managers of the Acquiring Fund may, in their discretion, sell securities acquired from the Acquired 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.

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 Acquired Fund is also subject to certain of these risks; however, it is not subject to credit risk, high yield securities risk or interest rate risk as principal risks. In addition, the principal risks of the

Acquired Fund include investment focus risk, because of the Fund’s focus on investments in large-cap stocks and its emphasis on value style investing.

Credit Risk. Credit risk is the risk that an issuer of a debt security may be unable or unwilling to make interest and principal payments when due and the related risk that the value of a debt security may decline because of concerns about the issuer’s ability or willingness to make such payments. In addition, parties to other financial contracts with the Fund could default on their obligations.

Derivatives Risk. The use of derivatives involves additional risks and transaction costs which could leave the Fund in a worse position than if it had not used these instruments. Derivatives may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives could have a large impact on performance.

Equity Securities 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.

High Yield Securities Risk. High yield securities generally are less liquid, have more volatile prices, and have greater credit risk than investment grade securities.

Interest Rate Risk. Interest rate risk is the risk that the value of the Fund’s portfolio will decline because of rising interest rates.

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.

Fundamental Investment Restrictions

The Funds have identical fundamental investment restrictions that cannot be changed without shareholder approval. In addition, each Fund is a diversified fund. As diversified funds, 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, 2011, based on historical fees and expenses for each period, are set forth in the bar charts and tables below.

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/MF/products/performancesummary.aspx 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, 2011 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. In addition, the Acquiring Fund’s performance is compared to the Standard & Poor’s 500^® Index and Standard & Poor’s 500^® Dividend Only Stocks as these were the Fund’s previous benchmarks. Going forward, the Acquiring Fund’s performance will be compared to the Russell 1000^® Value Index because it more closely reflects the Fund’s investment universe. This information is intended to help you assess the variability of Fund returns (and consequently, the potential risks of a Fund investment).

All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown for Class A shares only; after-tax returns for Class C, Class R3 and Class I shares will vary. 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 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.

Prior to July 1, 2004, Class R3 shares were designated Class S shares, which had lower fees and expenses. The performance information in the table prior to July 1, 2004 is based on the performance of the Class S shares. If current fees and expenses had been in effect, performance would have been lower.

Acquired Fund – Class A Annual Total Return

LOGO

During the periods shown in the bar chart, the Acquired Fund’s Class A highest and lowest calendar quarter returns were 15.62% and -19.74%, respectively, for the quarters ended September 30, 2009 and December 31, 2008. The Acquired Fund’s Class A year-to-date return through June 30, 2012 was 5.81%.

Acquiring Fund – Class A Total Return

LOGO

During the periods shown in the bar chart, the Acquiring Fund’s Class A highest and lowest calendar quarter returns were 16.68% and -17.11%, respectively, for the quarters ended June 30, 2003 and December 31, 2008. The Acquiring Fund’s Class A year-to-date return through June 30, 2012 was 7.04%.


	Average Annual Total Returns for the Periods Ended December 31, 2011
Acquired Fund	1 Year	5 Years	10 Years
Class A (return before taxes)	(9.32)%	(4.50)%	1.21%
Class A (return after taxes on distributions)	(9.38)%	(5.16)%	0.55%
Class A (return after taxes on distributions and sale of fund shares)	(5.99)%	(3.83)%	0.94%
Class C (return before taxes)	(4.53)%	(4.09)%	1.04%
Class R3 (return before taxes)	(4.06)%	(3.61)%	1.61%
Class I (return before taxes)	(3.60)%	(3.13)%	2.07%
Russell 1000^® Value Index (reflects no deduction for fees, expenses or taxes)	0.39%	(2.64)%	3.89%
Lipper Large-Cap Value Classification Average (reflects no deduction for taxes or certain expenses)	(2.15)%	(2.67)%	2.87%

	Average Annual Total Returns for the Periods Ended December 31, 2011
Acquiring Fund	1 Year	5 Years	10 Years
Class A (return before taxes)	(3.76)%	0.16%	3.57%
Class A (return after taxes on distributions)	(4.06)%	(0.45)%	2.94%
Class A (return after taxes on distributions and sale of fund shares)	(2.04)%	0.07%	2.97%
Class C (return before taxes)	1.37%	0.60%	3.41%
Class R3 (return before taxes)	1.96%	1.08%	3.98%
Class I (return before taxes)	2.39%	1.61%	4.45%
Russell 1000^® Value Index (reflects no deduction for fees, expenses or taxes)	0.39%	(2.64)%	3.89%
Standard & Poor’s 500^® Index (reflects no deduction for fees, expenses or taxes)	2.11%	(0.25)%	2.92%
Standard & Poor’s 500^® Dividend Only Stocks (reflects no deduction for fees, expenses or taxes)	1.68%	(0.56)%	2.61%
Lipper Equity Income Classification Average (reflects no deduction for taxes or certain expenses)	3.07%	0.44%	4.42%

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, 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.

Nuveen Fund Advisors has selected its affiliate, Nuveen Asset Management, LLC (“Nuveen Asset Management”), located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as a sub-adviser to each of the Funds. Nuveen Asset Management manages the investment of the Funds’ assets on a discretionary basis, subject to the supervision of Nuveen Fund Advisors.

The Funds are managed by the same portfolio managers. The Acquired Fund’s portfolio management team changed in April 2012, as part of Nuveen Asset Management’s ongoing evaluation of its portfolio management teams.

Cori B. Johnson, CFA, has managed the Acquiring Fund since August 1994 and the Acquired Fund since April 2012. Ms. Johnson entered the financial services industry in 1981 and joined FAF Advisors, Inc. (“FAF”) in 1985. She joined Nuveen Asset Management on January 1, 2011 in connection with its acquisition of a portion of FAF’s asset management business.

Gerald C. Bren, CFA, has managed the Acquiring Fund since August 1994 and the Acquired Fund since April 2012. Mr. Bren entered the financial services industry when he joined FAF in 1972. He joined Nuveen Asset Management on January 1, 2011 in connection with its acquisition of a portion of FAF’s asset management business. Mr. Bren has announced that he will retire from Nuveen Asset Management on December 31, 2012. He will continue to act as a portfolio manager for the Funds until that time.

Derek M. Sadowsky has managed the Acquiring Fund since February 2012 and the Acquired Fund since April 2012. He entered the financial services industry in 1998 and joined Nuveen Asset Management on January 1, 2011 in connection with its acquisition of a portion of FAF’s asset management business. Prior to joining FAF in 2010, Mr. Sadowsky was an analyst at State Street Global Advisors in charge of the global basic materials sector. Previously, he was an associate at Putnam Investments where he worked on the global basic materials team, and served as an associate at Citigroup covering the domestic chemical sector.

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

Advisory and Other Fees

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


Acquired Fund		Acquiring Fund
Average Daily Net Assets	Fee Rate	Average Daily Net Assets	Fee Rate

For the first $125 million	0.5500%	For the first $125 million	0.6000%
For the next $125 million	0.5375%	For the next $125 million	0.5875%
For the next $250 million	0.5250%	For the next $250 million	0.5750%
For the next $500 million	0.5125%	For the next $500 million	0.5625%
For the next $1 billion	0.5000%	For the next $1 billion	0.5500%
For net assets over $2 billion	0.4750%	For net assets over $2 billion	0.5250%

If the Reorganization is approved and completed, the fund-level fee rate applicable to the combined fund will be the fund-level fee rate set forth above for the Acquiring Fund. Accordingly, the management fee rate applicable to shareholders of the Acquired Fund would increase. However, the total annual operating expenses after fee waivers and/or expense reimbursements paid by such shareholders is expected to decrease as a result of the Reorganization.

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 both of the Funds, 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. The Acquired Fund has experienced net redemptions subsequent to that time, and its complex-level fee rate therefore is slightly higher than the complex-level fee rate for the Acquiring Fund. As of April 30, 2012, the complex-level fee rate applicable to the Acquiring Fund was 0.1922%, and the complex-level fee rate applicable to the Acquired Fund was 0.1998%. Currently, none of the Acquired Fund’s assets are eligible assets, and the Acquired Fund’s assets will retain their status as ineligible assets after the Reorganization for purposes of calculating the combined fund’s complex-level fee. As a result, the combined fund will have a slightly higher complex-level fee rate than the Acquiring Fund. Information regarding the approval by their prior board of directors of the investment management agreements for the Funds is currently available in the Funds’ annual reports to shareholders for the fiscal year ended October 31, 2011.

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, fees incurred in acquiring and disposing of portfolio securities and extraordinary expenses, after fee waivers and/or expense reimbursements do not exceed 1.14%, 1.89%, 1.39% and 0.89% of the average daily

net assets of Class A, Class C, Class R3 and Class I, respectively. The fee waiver and expense reimbursement will not be terminated prior to October 31, 2013 without approval of the Board.

In addition, Nuveen Fund Advisors has agreed to reimburse management fees across all share classes of both Funds through December 31, 2012 to the extent necessary so that total annual fund operating expenses, excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, acquired fund fees and expenses and extraordinary expenses, do not exceed 0.95% for the Acquiring Fund and 1.06% for the Acquired Fund, provided that in no event will Nuveen Fund Advisors be required to make any reimbursements that would result in an annualized net management fee of less than 0.78% for the Acquiring Fund and 0.74% for the Acquired Fund. This management fee reimbursement arrangement will not be terminated prior to that time without approval of the Board. However, the total operating expenses of each Fund currently are below these expense limits.

For the Funds’ fiscal year ended October 31, 2011, each Fund paid its investment adviser (Nuveen Fund Advisors beginning on January 1, 2011 and FAF prior to January 1, 2011) the following management fees (net of any fee waivers and expense reimbursements) as a percentage of average net assets:


		Management Fee Rate
Acquired Fund		0.72%
Acquiring Fund		0.75%

Each Fund has adopted a distribution and service plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plans, Class C shares and Class R3 shares are subject to a distribution fee, and Class A shares, Class C and Class R3 shares are subject to a service fee. Class I shares are not subject to either distribution or service fees.

Under the Plan, 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, (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, and (c) Class R3 shares are subject to (i) an annual distribution fee of 0.25% of the average daily net assets of Class R3 shares and (ii) an annual service fee of 0.25% of the average daily net assets of Class R3 shares. 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

Both Funds are series of the Corporation and, as a result, have the same Board and 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 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 and are incorporated herein by reference.

Distribution, Purchase, Redemption, Exchange of Shares and Dividends

The Acquired Fund offers four classes of shares: Class A, Class C, Class R3 and Class I shares. The Acquiring Fund offers five classes of shares: Class A, Class B, 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 Acquired 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 B shares of the Acquiring Fund are available only through exchanges and dividend reinvestments by current Class B shareholders 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 Acquired Fund’s investment minimums for Class A, Class C, Class R3 and Class I shares are identical to the Acquiring Fund’s investment minimums for Class A, Class C, Class R3 and Class I shares, respectively.


	Class A and Class C	Class R3	Class I

Eligibility and Minimum Initial Investment	$3,000 for all accounts except: • $2,500 for Traditional/Roth IRA accounts. • $2,000 for Coverdell Education Savings Accounts. • $250 for accounts opened through fee-based programs. • No minimum for retirement plans.	Available only through certain retirement plans. No minimum.	Available only through fee-based programs and to other limited categories of investors as described in the prospectus. $100,000 for all accounts except: • $250 for clients of financial intermediaries and family offices that have accounts holding Class I shares with an aggregate value of at least $100,000 (or that are expected to reach this level). • No minimum for certain other categories of eligible investors as described in the prospectus.
Minimum Additional Investment	$100	No minimum.	No minimum.

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

The Acquiring Fund normally declares and pays dividends from net investment income quarterly. The Acquired Fund’s dividends from net investment income, if any, are normally declared and paid annually. Each Fund declares and pays any taxable capital gains or other taxable distributions once a year at year end. If the Reorganization is approved by the shareholders of the Acquired Fund, the Acquired 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 period ending on the Closing Date. Due to the Acquired Fund’s capital loss carryforwards, a net capital gain distribution is not expected. However, in light of realized capital gains in the Acquiring Fund’s portfolio that may not be distributed

prior to the Reorganization, and in light of unrealized capital gains currently in the Acquiring Fund’s portfolio, Acquired Fund shareholders may be subject to higher capital gain distributions in the future than they would have been absent the Reorganization. See “Material Federal Income Tax Consequences” below.

Tax Information

The Funds’ distributions are taxable and will generally be taxed as ordinary income or capital gains.

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 Acquired 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 Acquired Fund will transfer all its assets to the Acquiring Fund solely in exchange for the issuance of full and fractional voting shares of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Acquired 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 Acquired Fund will transfer all its assets to the Acquiring Fund, and in exchange, the Acquiring Fund will assume all the liabilities of the Acquired Fund and deliver to the Acquired 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 Acquired Fund less the liabilities of the Acquired Fund assumed by the Acquiring Fund. At the designated time on the Closing Date as set forth in the Agreement, the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, all Acquiring Fund shares received by the Acquired Fund. This distribution will be accomplished by the transfer of the Acquiring Fund shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund shareholders, and representing the respective pro rata number of Acquiring Fund shares due such shareholders. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund. As a result of the proposed Reorganization, each Acquired Fund Class A, Class C, Class R3 and Class I shareholder will receive a number of Acquiring

Fund Class A, Class C, Class R3 and Class I shares, respectively, equal in value, as of the close of regular trading on the New York Stock Exchange on the Closing Date, to the value of the Acquired Fund Class A, Class C, Class R3 and Class I shares surrendered by such shareholder.

The Board has determined that the proposed Reorganization is in the best interests of each Fund and that the interests of existing shareholders will not be diluted as a result of the transactions contemplated by the Agreement.

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 Date due to (i) a breach by any other party of any representation, warranty, or agreement to be performed at or before the Closing Date, if not cured within 30 days, (ii) a condition precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met, or (iii) a determination by the Board that the consummation of the transactions contemplated by the Agreement is not in the best interests of a Fund.

The Acquired Fund will, within a reasonable period of time before the Closing Date, furnish the Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Acquired Fund with a list of the securities, if any, on the Acquired Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Acquired 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 Acquired 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 Acquired Fund prior to the Reorganization. Notwithstanding the foregoing, nothing in the Agreement will require the Acquired 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 Acquired Fund. However, the Funds do not expect that any material portfolio sales (i.e., more than 5% of the Acquired Fund’s net assets) will occur solely in connection with the Reorganization.

As noted above, if the Reorganization had occurred as of April 30, 2012, the Acquired Fund would not have been required to dispose of its securities in order to comply with the Acquiring Fund’s investment policies and restrictions, and would not have sold any material portion (i.e., more than 5% of its net assets) of the securities in its portfolio solely as a result of the Reorganization. In addition, the Acquired Fund recently experienced a change in its portfolio management team, and, as a result, the Acquired Fund may have material portfolio sales prior to the Reorganization. Due to the Acquired Fund’s capital loss carryforwards, any portfolio sales by the Acquired Fund that occur prior to the Reorganization are not expected to result in any capital gain distributions to Acquired Fund shareholders. However, in light of realized capital gains in the Acquiring Fund’s portfolio that may not be distributed prior to the Reorganization, and in light of unrealized capital gains currently in the Acquiring Fund’s portfolio, Acquired Fund shareholders may be subject to higher capital gain distributions in the future than they would have been absent the Reorganization. See “Material Federal Income Tax Consequences” below.

Description of Securities to be Issued

Shares of Common Stock. The Acquiring Fund has established and designated five classes of shares, par value $0.0001 per share, including Class A, Class C, Class R3 and Class I shares. The Corporation’s articles of incorporation (the “Articles of Incorporation”) permit 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 Corporation, an open-end management investment company registered with the SEC under the 1940 Act. The Corporation currently has 32 series, including the Acquiring Fund and the Acquired 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 of the Corporation may request that the Board call a shareholders’ meeting for the purpose of voting on the removal of one or more Board members.

Continuation of Shareholder Accounts and Plans; Share Certificates

If the Reorganization is approved, the Acquiring Fund will establish an account for each Acquired 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 Acquired 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 serves as the custodian for the assets of each Fund. Boston Financial Data Services, Inc. serves as the Funds’ transfer, shareholder services, and dividend paying agent. Ernst & Young LLP served as the independent auditors for each Fund through the fiscal year ended October 31, 2011, resigning on December 30, 2011. A different firm currently serves as the independent registered public accounting firm for the Funds.

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:

The transfer of all the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Acquiring Fund shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund, followed by the pro rata, by class, distribution to the Acquired Fund shareholders of all the Acquiring Fund shares received by the Acquired Fund in complete

liquidation of the Acquired Fund, will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code with respect to the Reorganization.

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

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

No gain or loss will be recognized by Acquired Fund shareholders upon the exchange of their Acquired Fund shares solely for Acquiring Fund shares pursuant to the Reorganization.

The aggregate basis of the Acquiring Fund shares received by each Acquired Fund shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Acquired Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund shares received by each Acquired Fund shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder, provided such Acquired Fund shares are held as capital assets at the effective time of the Reorganization.

The basis of the Acquired Fund’s assets acquired by the Acquiring Fund will be the same as the basis of such assets to the Acquired Fund immediately before the Reorganization. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund.

No opinion will be expressed as to (1) the effect of the Reorganization on (A) the Acquired Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination thereof) under a mark-to-market system of accounting, (B) any Acquired Fund shareholder that is required to recognize unrealized gains and losses for U.S. federal income tax purposes under a mark-to-market system of accounting, or (C) the Acquired Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of 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 Acquired Fund will declare a distribution to its shareholders, which together with all previous distributions, will have the effect of distributing to shareholders all its net investment income and realized net capital gains (after reduction by any available capital loss carryforwards), if any, through the closing 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 Acquired Fund’s capital loss carryforwards, a net capital

gain distribution is not expected. All dividends and distributions will be reinvested in additional shares of the Acquired 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 Acquired 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 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 Acquired 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 Acquired 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 Acquired Fund’s capital loss carryforwards, it is not expected that any such portfolio sales would result in capital gain distributions to Acquired Fund shareholders.

After the Reorganization, the Acquiring Fund’s ability to use the Acquired 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 Acquired Fund would be unable to utilize a significant portion of its carryforwards.

At April 30, 2012, the Funds 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:


	Acquiring Fund		Acquired Fund
Expiration Date:
10/31/2016	$	—	$	3,269,086
10/31/2017		—		80,887,118

Total	$	—	$	84,156,204

In addition, shareholders of the Acquired 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 result, shareholders of the Acquired 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. If shareholders approve the Reorganization, the Reorganization is expected to result in cost savings for each Fund. The Acquired Fund’s projected cost savings are expected due to the operational efficiencies and economies of scale that the larger combined fund should experience. The Acquiring Fund’s projected cost savings consist of management fees expected to be reimbursed pursuant to the proposed management fee reimbursement arrangement that will be implemented if shareholders approve the reorganization and it is completed. This arrangement is intended to maintain the Acquiring Fund’s operating expenses at levels experienced during the fiscal year ended October 31, 2011. For the twelve-month period ended April 30, 2012, the Acquiring Fund experienced gross total operating expenses of 1.16%, 1.91%, 1.41% and 0.91% for Class A, Class C, Class R3 and Class I shares, respectively, which are higher than those experienced during the fiscal year ended October 31, 2011 as shown in the “Annual Fund Operating Expenses” table. Accordingly, the proposed management fee reimbursement arrangement is projected to benefit the Acquiring Fund. In light of the anticipated cost savings, the costs of the Reorganization will be allocated between the Funds ratably up to each Fund’s projected cost savings during the first year following the Reorganization. Nuveen Fund Advisors estimates that the costs of the Reorganization will be approximately $154,000 and that the cost savings during the first year following the Reorganization will be approximately $232,000 for the Acquired Fund and $234,000 for the Acquiring Fund. As a result, each of the Acquired Fund and the Acquiring Fund are expected to be charged approximately $77,000. To the extent that such Reorganization expenses otherwise exceed the projected cost savings for the Funds during the first year following the Reorganization, Nuveen will pay such expenses. In addition, to the extent that the payment of these expenses would cause a Fund’s expenses to exceed its expense cap for all share classes in effect through December 31, 2012, Nuveen will reimburse such expenses to the extent necessary to operate within the cap. Based on current expense levels it is anticipated that the Acquired Fund’s expenses will exceed its expense cap and that Nuveen will reimburse approximately $12,000 of Reorganization expenses charged to the Acquired Fund. The Funds are expected to recover their costs of the Reorganization within the first year following the Reorganization assuming that annual cost savings occur at the level shown above. If the Reorganization is not approved or completed, Nuveen will pay all such Reorganization expenses.

The Acquired Fund has engaged Computershare Fund Services to assist in the solicitation of proxies at an estimated cost of $14,400, which is included in the expense estimate above.

Capitalization

The following table sets forth the capitalization of the Acquired Fund and the Acquiring Fund as of April 30, 2012, 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 April 30, 2012 (Unaudited)


	Acquired Fund		Acquiring Fund		Pro Forma Adjustments			Pro Forma Combined Fund
Net Assets
Class A	$	49,346,442	$	210,162,755	$	(389,402	)^(a)	$	259,119,795	^(a)
Class B		N/A		2,037,261		(129	)^(a)		2,037,132	^(a)
Class C		1,228,687		24,466,191		(10,912	)^(a)		25,683,966	^(a)
Class R3		485,666		17,311,780		(4,797	)^(a)		17,792,649	^(a)
Class I		101,245,208		963,630,473		(832,617	)^(a)		1,064,043,064	^(a)

Total	$	152,306,003	$	1,217,608,460	$	(1,237,857	)	$	1,368,676,606

Shares Outstanding
Class A		3,045,019		14,471,331		327,180	^(b)		17,843,530	^(b)
Class B		N/A		141,629		—			141,629
Class C		77,575		1,702,864		7,296	^(b)		1,787,735	^(b)
Class R3		30,136		1,194,228		3,114	^(b)		1,227,478	^(b)
Class I		6,216,659		65,844,971		649,142	^(b)		72,710,772	^(b)

Total		9,369,389		83,355,023		986,732			93,711,144

Net Asset Value Per Share
Class A	$	16.21	$	14.52				$	14.52
Class B		N/A	$	14.38				$	14.38
Class C	$	15.84	$	14.37				$	14.37
Class R3	$	16.12	$	14.50				$	14.50
Class I	$	16.29	$	14.63				$	14.63

Shares Authorized
Class A		2 billion		2 billion					2 billion
Class B		N/A		2 billion					2 billion
Class C		2 billion		2 billion					2 billion
Class R3		2 billion		2 billion					2 billion
Class I		2 billion		2 billion					2 billion

(a)

Figures reflect the costs associated with the proposed Reorganization, estimated to be approximately $154,000, of which $77,000 will be charged to each of the Acquired Fund and the Acquiring Fund if the Reorganization is approved. These costs are allocated among each Fund’s share classes based on relative net assets. To the extent that payment of these expenses would cause a Fund to exceed its expense cap for all share classes in effect through December 31, 2012, Nuveen will reimburse the portion of the expenses necessary for the Fund to operate within the cap and such amounts would not be reflected in the figures presented. Based on current expense levels it is anticipated that the Acquired Fund’s expenses will exceed its expense cap and Nuveen will reimburse approximately $12,000 of Reorganization expenses charged to the Acquired Fund, and, therefore, the figures do not reflect the $12,000 to be charged to the Acquired Fund. Furthermore, figures assume the Acquired Fund distributes its undistributed net investment income of $1,095,857 to its shareholders prior to the Reorganization.

(b)	Figures reflect the issuance by the Acquiring Fund of approximately 3,372,199 Class A shares, 84,871 Class C shares, 33,250 Class R3 shares and 6,865,801 Class I shares to shareholders of the corresponding share class of the Acquired Fund in connection with the proposed Reorganization.

Legal Matters

Certain legal matters concerning the issuance of Class A, Class C, Class R3 and Class I shares of the Acquiring Fund will be passed on by Dorsey & Whitney LLP, 50 South Sixth Street, Minneapolis, Minnesota 55402, 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 Acquiring Fund and Acquired Fund is Registration No. 811-05309. Such Prospectus and Statement 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 Acquired Fund shareholders vote in favor of the Reorganization.

In preparation for the meeting of the Board held on May 21-23, 2012 (the “Meeting”) at which the Reorganization was considered, the Adviser provided the Board with information 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 and portfolio managers;

•

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

•

the anticipated 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 investment objectives of the Funds were similar, although not the same. In this regard, the investment objective of the Acquiring Fund is long-term growth of capital and income. The investment objective of the Acquired Fund is capital appreciation, with current income as the Acquired Fund’s secondary objective. The Board further noted that the principal investment strategies of the Acquired Fund and Acquiring Fund appear similar, although there are certain differences. Under normal market conditions, the Acquiring Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of companies that, in the opinion of the Fund’s sub-adviser, have the ability to pay above average dividends and finance expected growth, have strong management, and are trading at attractive valuations. Under normal market conditions, the Acquired Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in common stocks of large-capitalization companies. In terms of differences, the Board recognized that, in contrast to the Acquired Fund, the Acquiring Fund has no restrictions on the capitalization levels of the companies in which it invests, but that the equity securities in which the Acquiring Fund invests pursuant to its principal investment strategy must provide current income at the time of purchase. In addition, the Board observed that the Acquiring Fund’s principal investment strategy with respect to investing in equity securities may include convertible debt securities, whereas the Acquired Fund’s principal investment strategies do not include investing in convertible debt securities.

Relative Risks

The Board noted that because the Funds’ investment strategies are similar, the principal risks of investing in the Funds are also similar, subject to certain differences, including the following. Because, as indicated above, the Acquiring Fund may invest in convertible debt securities as a principal investment strategy, it is subject to credit risk, high yield securities risk and interest rate risk as principal risks. The Acquired Fund, in turn, is subject to investment focus risk given its focus on investments in large-cap stocks and its emphasis on value style investing. Both Funds are subject to certain additional risks, including derivatives risk, equity securities risk and the risks of investing in non-U.S. issuers and emerging markets.

Relative Sizes

The Board noted that the Acquiring Fund was larger than the Acquired Fund and that combining the Funds should provide additional benefits to shareholders of the Acquired Fund as fixed operating expenses of the Acquiring Fund following the Reorganization will be spread over a larger asset base. The Reorganization may therefore lower the total expense ratio borne by shareholders of the Acquired Fund as noted in more detail below.

Investment Performance and Portfolio Managers

The Board considered the investment performance of the Funds over various periods and noted that, as of recently, they are managed by the same portfolio managers, who would also continue to manage the combined fund. The Board observed, among other things, that with respect to Class A shares, the Acquiring Fund has outperformed the Acquired Fund over the one-, three-, five- and ten-year periods ending March 31, 2012 and for each of the past four calendar years.

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 although the management fees of the Acquiring Fund are currently slightly higher than those of the Acquired Fund, the total annual fund operating expenses of each applicable class of the Acquiring Fund are lower than those of the Acquired Fund. In addition, the Board considered the estimated expenses of each class of shares of the Acquiring Fund following the Reorganization. In this regard, the Board noted that the Reorganization was expected to result in a decrease in total operating expenses for all share classes of the Acquired Fund. The Board also recognized that while total operating expenses for the Acquiring Fund were expected to increase slightly, the Adviser had agreed to an expense cap through October 31, 2013 in order to maintain such expenses at levels experienced during the fiscal year ended October 31, 2011.

The Board also 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 Acquired Fund. When the Funds became part of the Nuveen complex, a portion of each Fund’s assets were deemed ineligible for purposes of calculating the effective complex-wide fee rate. Because the Acquired 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 slightly lesser degree than the Acquiring Fund.

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 Acquired Fund had significant capital loss carryforwards, the Board recognized that these limits may preclude the Acquiring Fund from fully utilizing the Acquired Fund’s capital loss carryforwards (although it was likely that the Acquired Fund would be unable to utilize a significant portion of its carryforwards even if the Reorganization did not occur). The Board further noted that there may be some gains or losses resulting from portfolio realignment related to the Reorganization. The Board also recognized that in light of realized capital gains in the Acquiring Fund’s portfolio that may not be distributed prior to the Reorganization, and in light of unrealized capital gains currently in the Acquiring Fund’s portfolio, Acquired Fund shareholders may be subject to higher capital gains distributions in the future than they would have been absent the Reorganization.

Costs of the Reorganization

The Board considered the projected cost savings of each Fund following the Reorganization. The costs of the Reorganization will be allocated between the Funds ratably up to each Fund’s projected cost savings during the first year following the Reorganization. If the Reorganization is not ultimately completed, Nuveen will bear 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 Acquired Fund will receive the same class of shares in the Acquiring Fund, equal in value to the shares of the Acquired Fund held.

Effect on Shareholder Services and Shareholder Rights

The Board noted that shareholders of the Acquired 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 Acquired Fund and the Acquiring Fund are both series of a Maryland corporation. As a result, the attributes of a share of each entity are the same.

Alternatives to the Reorganization

The Board could have decided to continue the Funds in their present form or to liquidate the Acquired Fund, but did not believe either alternative would be in the best interests of shareholders. The Board recognized that the Acquired 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 also could have decided to liquidate the Acquired Fund; however, the Board did not believe this option was in the best interests of shareholders of the Acquired 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 Acquired Fund’s capital loss carryovers might have provided. Further, shareholders of the Acquired Fund would be prevented from experiencing the benefits provided by an increase in assets.

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 Acquired 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 August 10, 2012, 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 August 10, 2012. 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.


Acquired 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	UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd Fl 5 Weehawken NJ 07086-6761		14.14	%		7.95	%

Class C Shares	UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd Fl 5 Weehawken NJ 07086-6761		13.09	%		5.80	%

	First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis MO 63103-2523		7.23	%		15.16	%

	RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Fund Ops Manager 510 Marquette Ave S Minneapolis MN 55402-1110		7.00	%		0.29	%

	Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311		6.60	%		7.51	%

	Merrill Lynch Pierce Fenner & Smith Attn Physical Team 4800 Deer Lake Dr E Jacksonville FL 32246-6484		6.01	%		8.35	%

Class R3 Shares	MG Trust Co Cust FBO its customer 700 17th St Ste 300 Denver CO 80202-3531		50.45	%		1.06	%


Acquired Fund
Class	Name and Address of Owner	Percentage of Ownership			Estimated Pro Forma Percentage of Ownership of the Combined Fund After the Reorganization
	State Street Bank 401k Plan FBO its customer 1 Lincoln St Boston MA 02111-2901		37.28	%		0.78	%

	MG Trust Company Cust. FBO its customer 700 17th Street Suite 300 Denver CO 80202-3531		5.37	%		0.11	%

Class I Shares	Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787		42.19	%		13.31	%

	Band & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787		39.93	%		42.72	%

	Orchard Trust Co LLC Trustee/C FBO Retirement Plans 8515 E Orchard Rd 2T2 Greenwood Vlg CO 80111-5002		9.23	%		0.80	%


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	UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd Fl 5 Weehawken NJ 07086-6761		6.63	%		7.95	%

Class B Shares	Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0001		5.01	%		5.01	%

Class C Shares	National Financial Services LLC For the Exclusive Benefit of our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City NJ 07310-1995		17.57	%		16.85	%

	First Clearing, LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St Saint Louis MO 63103-2523		15.51	%		15.16	%


Acquiring Fund
Class	Name and Address of Owner	Percentage of Ownership			Estimated Pro Forma Percentage of Ownership of the Combined Fund After the Reorganization
	Merrill Lynch Pierce Fenner & Smith Attn Physical Team 4800 Deer Lake Dr E Jacksonville FL 32246-6484		8.45	%		8.35	%

	Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City NJ 07311		7.55	%		7.51	%

	Pershing LLC 1 Pershing Plz Jersey City NJ 07399-0001		6.56	%		6.29	%

	UBS WM USA Omni Account M/F Attn Department Manager 1000 Harbor Blvd Fl 5 Weehawken NJ 07086-6761		5.48	%		5.80	%

Class R3 Shares	Wells Fargo Bank FBO Various Retirement Plans 1525 West Wt Harris Blvd Charlotte NC 28288-1076		50.16	%		49.11	%

	ING Life Insurance & Annuity Co 1 Orange Way Windsor CT 06095-4773		7.52	%		7.36	%

Class I Shares	Band & Co C/O US Bank PO Box 1787 Milwaukee WI 53201-1787		42.98	%		42.72	%

	Washington & Co PO Box 1787 Milwaukee WI 53201-1787		13.84	%		12.64	%

	Charles Schwab & Co Inc Special Custody Account For Benefit of Customers Attn Mutual Funds 101 Montgomery St San Francisco CA 94104-4151		10.93	%		9.98	%

	Capinco C/O US Bank PO Box 1787 Milwaukee WI 53201-1787		10.56	%		13.31	%

At the close of business on August 10, 2012, there were 2,912,027.136 Class A shares, 72,462.749 Class C shares, 23,783.942 Class R3 shares and 5,692,108.226 Class I shares of the Acquired Fund outstanding. As of August 10, 2012, the board members and officers of the Acquired Fund as a group owned less than 1% of the total outstanding shares of the Acquired Fund and as a group owned less than 1% of each class of shares of the Acquired Fund.

At the close of business on August 10, 2012, there were 15,215,615.083 Class A shares, 111,645.939 Class B shares, 1,863,479.008 Class C shares, 1,235,458.804 Class R3 shares and 66,859,318.942 Class I shares of the Acquiring Fund outstanding. As of August 10, 2012, 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 Acquired 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 Acquired Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling (800) 257-8787.

VOTING INFORMATION AND REQUIREMENTS

Holders of shares of the Acquired 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 Acquired 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.

Each valid proxy given by a shareholder of the Acquired 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 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 Acquired 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 Acquired 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 Acquired 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 Acquired 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 27, 2012

Please sign and return your proxy promptly.

Your vote is important and your participation

in the affairs of your Fund does make a difference.

APPENDIX I

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this day of , 2012 by Nuveen Investment Funds, Inc., a Maryland corporation (the “Corporation”), on behalf of and between Nuveen Dividend Value Fund, a series of the Corporation (the “Acquiring Fund”), and Nuveen Large Cap Value Fund, a series of the Corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”), and Nuveen Fund Advisors, Inc., 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 Acquired Fund to the Acquiring Fund in exchange solely for Class A, Class C, Class R3 and Class I voting shares of common stock, par value $0.0001 per share, of the Acquiring Fund (“Acquiring Fund Shares”) and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund; and (ii) the pro rata distribution of all the Acquiring Fund Shares to the shareholders of each corresponding class of the Acquired Fund, in complete liquidation and termination of the Acquired 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 to 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, each Fund is a separate series of the Corporation, and the Corporation is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Acquired 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 “Board”) has made the determinations required by Rule 17a-8 under the 1940 Act with respect to the Acquired Fund and Acquiring Fund.

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 ACQUIRED FUND IN EXCHANGE FOR ACQUIRING FUND SHARES AND THE ASSUMPTION OF THE ACQUIRED FUND LIABILITIES AND TERMINATION AND LIQUIDATION OF THE ACQUIRED 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 Acquired Fund agrees to transfer all of its assets, as set forth in Section 1.2, to the Acquiring Fund. In consideration therefor, the Acquiring Fund agrees: (i) to deliver to the Acquired Fund the number of full and fractional Class A, Class C, Class R3

I-1

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 Acquired Fund, as set forth in Section 1.3. All Acquiring Fund Shares delivered to the Acquired 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 Acquired 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 Acquired 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 Acquired 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 Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date, as such term is defined in Section 3.1.

The Acquired Fund will, within a reasonable period of time before the Closing Date, furnish the Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Acquired Fund with a list of the securities, if any, on the Acquired Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. The Acquired 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 Acquired 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 Acquired 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 Acquired 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 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 Acquired Fund.

1.3 LIABILITIES TO BE ASSUMED. The Acquired 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 Acquired 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 Acquired 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 “Acquired Fund Shareholders”), on a pro rata basis within that class. Such distribution will be accomplished with respect to each class of shares of the Acquired Fund by the transfer of the Acquiring Fund Shares of the corresponding class then credited to the account of the

I-2

Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of Acquired 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, as such term is defined in Section 3.1, all issued and outstanding shares of the Acquired Fund shall be cancelled on the books of the Acquired 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 simultaneously to the Acquired Fund, in an amount computed in the manner set forth in Section 2.3.

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 Acquired Fund shares on the books of the Acquired 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 Acquired Fund shall completely liquidate and be dissolved, terminated and have its affairs wound up in accordance with Maryland state law, promptly 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 Acquired 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 Acquired Fund.

1.9 BOOKS AND RECORDS. All books and records of the Acquired 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 Acquired Fund’s assets and liabilities shall be 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 set forth in the Acquiring Fund’s Prospectus and Statement of Additional Information (in effect as of the Closing Date) 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

I-3

to each class of shares of the Acquired 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.

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 Acquired 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 Acquired 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 , 2012 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 Acquired Fund shall cause its custodian to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that: (a) the Acquired 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 Acquired Fund.

3.3 TRANSFER AGENT’S CERTIFICATE. The Acquired Fund shall cause its transfer agent 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, Class R3 and Class I Acquired 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 Acquired Fund a confirmation evidencing the Class A, Class C, Class R3 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 Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired 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.

I-4

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE ACQUIRED FUND. The Corporation, on behalf of the Acquired 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.

(b) The Acquired 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 Acquired 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 Acquired 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 Acquired Fund has no material contracts or other commitments that will be terminated with liability to it 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 Acquired 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 Acquired Fund to carry out the transactions contemplated by this Agreement. The Acquired 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 Acquired Fund as of October 31, 2011, 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 Acquired Fund as of October 31, 2011, and there are no known contingent liabilities of the Acquired Fund as of such date that are not disclosed in such statements.

(h) The financial statements of the Acquired Fund as of April 30, 2012 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 Acquired Fund as of April 30, 2012, and there are no known contingent liabilities of the Acquired 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 Acquired Fund’s financial condition, assets,

I-5

liabilities or business (other than changes occurring in the ordinary course of business) and there are no known contingent liabilities of the Acquired Fund arising after such date. For the purposes of this subsection (i), a decline in the net asset value of the Acquired Fund shall not constitute a material adverse change.

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

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

(l) At the Closing, the Acquired Fund will have good and marketable title to the Acquired 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 Acquired Fund including the determinations of the Board required by Rule 17a-8(a) of the 1940 Act. Subject to approval by the Acquired Fund shareholders, this Agreement constitutes a valid and binding obligation of the Acquired 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 Acquired 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 Acquired Fund shareholders and on the Closing Date, any written information furnished by the Corporation with respect to the Acquired Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the

I-6

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 Acquired 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 income tax under Section 852 of the Code, and will have distributed on or prior to the 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 Corporation, on behalf of the Acquiring 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.

(b) The Acquiring 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 Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation 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 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 October 31, 2011 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 Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of October 31, 2011, 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 April 30, 2012 and for the period then ended have been prepared in accordance with generally accepted accounting principles,

I-7

and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of April 30, 2012, 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.

(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 and outstanding, fully paid and non-assessable by 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 determination of the 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 Acquired Fund for the account of the Acquired 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 Acquired Fund shareholders and on the Closing Date, any written information furnished by the Corporation 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

I-8

(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 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 Acquired Fund will operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, 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 Acquired 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 Acquired 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 Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired 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 Acquired 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 Acquired Fund for

I-9

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 Corporation 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 Acquired Fund Shareholders (the “Registration Statement”). The Registration Statement shall include a proxy statement of the Acquired 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 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 Acquired 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 Acquired Fund, the Acquiring Fund or the Corporation 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 Date, the Acquired Fund, the Acquiring Fund and the Corporation 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 ACQUIRED FUND

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

I-10

Date, with the same force and effect as if made on and as of the Closing Date. The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Acquired 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 Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Controller or Treasurer of the Corporation.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT

The obligations of the Acquired 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 Acquired Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired 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 Acquired 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 Acquired 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 all of the Acquired 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

I-11

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 carry forward).

8.6 The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Corporation’s President or Senior 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 Acquired Fund, made in this Agreement are true and correct on and as of the Closing Date and as to such other matters as the Acquiring Fund shall reasonably request. The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by the Corporation’s President or Senior Vice President, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Corporation, on behalf of the Acquiring Fund, made in this Agreement are true and correct on and as of the Closing Date and as to such other matters as the Acquired 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 Acquired Fund, and constitutes a valid and legally binding obligation of the Corporation, on behalf of the Acquired Fund, enforceable in accordance with its terms.

(c) The execution and delivery of the Agreement by the Corporation, on behalf of the Acquired Fund, did not, and the exchange of the Acquired 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 Acquired Fund under the federal laws of the United States of America or the laws of the State of Maryland for the transfer of the Acquired Fund’s assets and liabilities for Acquiring Fund Shares pursuant to the Agreement have been obtained or made.

8.8 The Acquired 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 Acquiring Fund, and constitutes a valid and legally binding obligation of the Corporation, on behalf of the Acquiring Fund, enforceable in accordance with its terms.

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

I-12

(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 Acquiring Fund under the federal laws of the United States of America or the laws of the State of Maryland 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 Acquired Fund substantially to the effect that for federal income tax purposes:

(a) The transfer of all the Acquired Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund followed by the pro rata, by class, distribution to the Acquired Fund Shareholders of all the Acquiring Fund Shares received by the Acquired Fund in complete liquidation of the Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Acquired 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 Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund.

(c) No gain or loss will be recognized by the Acquired Fund upon the transfer of all the Acquired 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 Acquired Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to the Acquired Fund Shareholders solely in exchange for such shareholders’ shares of the Acquired Fund in complete liquidation of the Acquired Fund.

(d) No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund shares solely for Acquiring Fund Shares in the Reorganization.

(e) The aggregate basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Acquired Fund shares exchanged therefor by such shareholder. The holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder, provided such Acquired Fund shares are held as capital assets at the time of the Reorganization.

(f) The basis of the Acquired Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Acquired Fund immediately before the Reorganization. The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund.

I-13

mark-to-market system of accounting, or (C) the Acquired Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of 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 Acquired 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 Acquired Fund may waive the conditions set forth in this Section 8.9.

ARTICLE IX

EXPENSES

9.1 Each of the Acquired 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 Acquired 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 party represents and warrants to the other 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 the other party of such expenses would result in the disqualification of the Acquired 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.

I-14

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 without further action by the Board. In addition, either Fund may, at its option, terminate this Agreement at or before the Closing Date 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 Date, if not cured within 30 days;

(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 Board that the consummation of the transactions contemplated herein is not in the best interests of the Acquired Fund or Acquiring Fund.

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 Acquired Fund, the Acquiring Fund, the Adviser, or the Corporation’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 as specifically authorized by the Board; provided, however, that following the meeting of the Acquired Fund shareholders called by the Acquired 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 Acquired 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 State of Maryland.

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.

[SIGNATURE PAGE FOLLOWS]

I-15

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

NUVEEN INVESTMENT FUNDS, INC.,

on behalf of Nuveen Dividend Value Fund

By:

Name: Kathleen Prudhomme

Title: Vice President and Assistant Secretary

ACKNOWLEDGED:

By:

Name:

Title:

NUVEEN INVESTMENT FUNDS, INC.,

on behalf of Nuveen Large Cap Value 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, INC.

By:

Name: Kevin J. McCarthy

Title: Managing Director

ACKNOWLEDGED:

By:

Name:

Title:

I-16

EXHIBIT A TO AGREEMENT AND PLAN OF REORGANIZATION

ARTICLES OF AMENDMENT

AMENDED AND RESTATED ARTICLES OF INCORPORATION

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 , 2012 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 D shares of the Corporation (also known as “Nuveen Large Cap Value Fund”) that the assets belonging to such class be transferred to Nuveen Dividend Value Fund, a series of the Corporation, in exchange for Class A, Class C, Class R3 and Class I shares of Nuveen Dividend Value Fund, which are to be delivered to former Nuveen Large Cap Value Fund holders;

WHEREAS, Nuveen Large Cap Value Fund and Nuveen Dividend Value 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 Large Cap Value 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 Large Cap Value Fund for Class A, Class C, Class R3 and Class I shares of Nuveen Dividend Value 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(EE) immediately following Article IV(DD) thereof:

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

“Corporation” means this corporation.

“Acquired Fund” means the Corporation’s Nuveen Large Cap Value Fund, which is represented by the Corporation’s Class D shares.

“Class A Acquired Fund Shares” means the Corporation’s Class D Common Shares.

I-17

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

“Class R3 Acquired Fund Shares” means the Corporation’s Class D, Series 5 Common Shares.

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

“Acquiring Fund” means Nuveen Dividend Value Fund, which is represented by the Corporation’s Class T Common Shares.

“Class A Acquiring Fund Shares” means the Corporation’s Class T Common Shares.

“Class C Acquiring Fund Shares” means the Corporation’s Class T, Series 4 Common Shares.

“Class R3 Acquiring Fund Shares” means the Corporation’s Class T, Series 5 Common Shares.

“Class I Acquiring Fund Shares” means the Corporation’s Class T, Series 3 Common Shares.

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

“Closing Date” means , 2012.

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

“Plan” means the Agreement and Plan of Reorganization dated , 2012 on behalf of the Acquiring Fund and the Acquired Fund.

“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 Acquired 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 Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date.

(c) As of the Effective Time, the Acquiring Fund will: (i) deliver to the Acquired Fund the number of full and fractional Class A, Class C, Class R3 and Class I Acquiring Fund Shares, computed in the manner set forth in (d) below; and (ii) assume all the liabilities of the Acquired Fund not discharged by the Acquired Fund, which assumed liabilities shall include all of the Acquired 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.

I-18

(d) The number of Class A, Class C, Class R3 and Class I Acquiring Fund Shares to be delivered to holders of Class A Acquired Fund Shares, Class C Acquired Fund Shares, Class R3 Acquired Fund Shares and Class I Acquired Fund Shares, respectively, shall be determined as follows:

(i) Acquiring Fund Shares to be issued (including fractional shares, if any) in consideration for the Acquired Fund’s net assets as described in (b) and (c) above, shall be determined with respect to Class A, Class C, Class R3 and Class I of the Acquired 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 Acquired Fund’s assets and liabilities shall be computed as of the Valuation Time, using the valuation procedures set forth in the Acquiring Fund’s Prospectus and Statement of Additional Information (in effect as of the Closing Date) or such other valuation procedures as shall be mutually agreed upon by the parties.

(iii) As of the Effective Time, the Acquired 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 “Acquired Fund Shareholders”), on a pro rata basis within that class. Such distribution will be accomplished with respect to Class A, Class C, Class R3 and Class I Acquired Fund Shares by the transfer of the Acquiring Fund Shares of the corresponding class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of Acquired 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 Acquired Fund shall be cancelled on the books of the Acquired Fund and retired.

(iv) As soon as practicable after the Closing Date and the making of the foregoing distribution, the Acquired Fund will thereupon proceed to completely liquidate and be dissolved, terminated and have its affairs wound up in accordance with Maryland state law.

(e) From and after the Effective Time, the Acquired Fund shares cancelled and retired pursuant to paragraph (d)(iii) above shall have the status of authorized and unissued Class D 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.

I-19

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 [ ], 2012.


NUVEEN INVESTMENT FUNDS, INC.

By:
		[ ]
Its:		[Title]


Witness:


[Title]

I-20

LOGO

Nuveen Investments

333 West Wacker Drive

Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com

LCV-0812

EVERY SHAREHOLDER’S VOTE IS IMPORTANT


		EASY VOTING OPTIONS:
				VOTE ON THE INTERNET Log on to: www.proxy-direct.com Follow the on-screen instructions *available 24 hours*

				VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*

				VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope

				VOTE IN PERSON Attend Shareholder Meeting 333 West Wacker Dr. Chicago, IL, 60606 on October 5, 2012

Please detach at perforation before mailing.

PROXY

NUVEEN LARGE CAP VALUE FUND

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 5, 2012

PROXY

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS. The undersigned shareholder(s) of the Nuveen Large Cap Value 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 Large Cap Value Fund which the undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on October 5, 2012, at 2:00 p.m. Central time, at the offices of Nuveen Investments, Inc., 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.

Receipt of the Notice of the Special Meeting and the accompanying Proxy Statement/Prospectus is hereby acknowledged. The shares of Nuveen Large Cap Value 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 Large Cap Value Fund

Shareholders Meeting to Be Held on October 5, 2012.

The Proxy Statement and Proxy Card for this meeting are available at: www.proxy-direct.com/nuv-23865

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 Large Cap Value Fund (the “Acquired Fund”) to Nuveen Dividend Value Fund (the “Acquiring Fund”) in exchange solely for voting shares of common stock of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund; and (ii) the distribution by the Acquired Fund of all the shares of each class of the Acquiring Fund to the holders of shares of the corresponding class of the Acquired Fund in complete liquidation and termination of the Acquired 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]

NUVEEN DIVIDEND VALUE FUND

NUVEEN LARGE CAP VALUE FUND

SUPPLEMENT DATED JULY 12, 2012

TO THE PROSPECTUS DATED FEBRUARY 29, 2012,

AS SUPPLEMENTED MAY 14, 2012

Gerald C. Bren has announced that he will retire from Nuveen Asset Management, LLC on December 31, 2012. He will continue to act as a portfolio manager for Nuveen Dividend Value Fund and Nuveen Large Cap Value Fund (the “Funds”) until that time. Cori B. Johnson and Derek M. Sadowsky will continue to serve as portfolio managers for the Funds.

PLEASE KEEP THIS WITH YOUR PROSPECTUS

FOR FUTURE REFERENCE

MGN-FLCVP-0712P

NUVEEN LARGE CAP VALUE FUND

SUPPLEMENT DATED MAY 29, 2012

TO THE PROSPECTUS DATED FEBRUARY 29, 2012,

AS SUPPLEMENTED MAY 14, 2012

Proposed Reorganization of

Nuveen Large Cap Value Fund into

Nuveen Dividend Value Fund

The Board of Directors of Nuveen Investment Funds, Inc. (“NIF”) has approved the reorganization of Nuveen Large Cap Value Fund (the “Acquired Fund”) into Nuveen Dividend Value Fund (the “Acquiring Fund”). In order for the reorganization to occur, it must be approved by the shareholders of the Acquired Fund.

If the Acquired Fund’s shareholders approve the reorganization, the Acquired Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for Acquiring Fund shares of equal value. These Acquiring Fund shares will then be distributed to Acquired Fund shareholders and the Acquired Fund will be terminated. As a result of these transactions, Acquired Fund shareholders will become shareholders of the Acquiring Fund and will cease to be shareholders of the Acquired Fund. Each Acquired Fund shareholder will receive Acquiring Fund shares with a total value equal to the total value of that shareholder’s Acquired Fund shares immediately prior to the closing of the reorganization.

A special meeting of the Acquired Fund’s shareholders for the purpose of voting on the reorganization is expected to be held in early October 2012. If the required approval is obtained, it is anticipated that the reorganization will be consummated shortly after the special shareholder meeting. Further information regarding the proposed reorganization will be contained in proxy materials that are expected to be sent to shareholders of the Acquired Fund in late August 2012.

The Acquired Fund will continue sales and redemptions of its shares as described in the prospectus until shortly before its reorganization. However, holders of shares purchased after the record date set for the Acquired Fund’s special meeting of shareholders will not be entitled to vote those shares at the special meeting.

PLEASE KEEP THIS WITH YOUR PROSPECTUS

FOR FUTURE REFERENCE

MGN-FLCVP-0512P

Mutual Funds

Prospectus

February 29, 2012, as supplemented May 14, 2012

Nuveen Equity Funds

For investors seeking the potential for long-term capital appreciation.


	Class / Ticker Symbol

Fund Name	Class A	Class B	Class C	Class R3	Class I
Nuveen Dividend Value Fund	FFEIX	FAEBX	FFECX	FEISX	FAQIX
Nuveen Equity Index Fund	FAEIX	FAEQX	FCEIX	FADSX	FEIIX
Nuveen International Fund	FAIAX	—	FIACX	ARQIX	FAICX
Nuveen International Select Fund	ISACX	—	ICCSX	ISRCX	ISYCX
Nuveen Large Cap Growth Opportunities Fund	FRGWX	FETBX	FAWCX	FLCYX	FIGWX
Nuveen Large Cap Select Fund	FLRAX	—	FLYCX	FLSSX	FLRYX
Nuveen Large Cap Value Fund	FASKX	—	FALVX	FAVSX	FSKIX
Nuveen Mid Cap Growth Opportunities Fund	FRSLX	FMQBX	FMECX	FMEYX	FISGX
Nuveen Mid Cap Index Fund	FDXAX	—	FDXCX	FMCYX	FIMEX
Nuveen Mid Cap Select Fund	FATAX	—	FTACX	—	FATCX
Nuveen Mid Cap Value Fund	FASEX	FAESX	FACSX	FMVSX	FSEIX
Nuveen Quantitative Enhanced Core Equity Fund	FQCAX	—	FQCCX	—	FQCYX
Nuveen Small Cap Growth Opportunities Fund	FRMPX	FROBX	FMPCX	FMPYX	FIMPX
Nuveen Small Cap Index Fund	FMDAX	—	FPXCX	ARSCX	ASETX
Nuveen Small Cap Select Fund	EMGRX	ARSBX	FHMCX	ASEIX	ARSTX
Nuveen Small Cap Value Fund	FSCAX	—	FSCVX	FSVSX	FSCCX
Nuveen Tactical Market Opportunities Fund	NTMAX	—	NTMCX	—	FGTYX

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 Dividend Value Fund			2

Nuveen Equity Index Fund			7

Nuveen International Fund			12

Nuveen International Select Fund			17

Nuveen Large Cap Growth Opportunities Fund			22

Nuveen Large Cap Select Fund			26

Nuveen Large Cap Value Fund			30

Nuveen Mid Cap Growth Opportunities Fund			34

Nuveen Mid Cap Index Fund			38

Nuveen Mid Cap Select Fund			42

Nuveen Mid Cap Value Fund			47

Nuveen Quantitative Enhanced Core Equity Fund			51

Nuveen Small Cap Growth Opportunities Fund			55

Nuveen Small Cap Index Fund			60

Nuveen Small Cap Select Fund			64

Nuveen Small Cap Value Fund			68

Nuveen Tactical Market Opportunities Fund			73


Section 2 How We Manage Your Money

Who Manages the Funds			78

More About Our Investment Strategies			85

What the Risks Are			87



Section 3 How You Can Buy and Sell Shares

What Share Classes We Offer		92

How to Reduce Your Sales Charge		94

How to Buy Shares		95

Special Services		96

How to Sell Shares		97


Section 4 General Information

Dividends, Distributions and Taxes		100

Distribution and Service Plans		101

Net Asset Value		102

Frequent Trading		103

Fund Service Providers		104

Disclaimers		105


Section 5 Financial Highlights	106


Section 6 Glossary of Investment Terms	123

NOT FDIC OR GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE

Section 1 Fund Summaries

Nuveen Dividend Value Fund

(formerly Nuveen Equity Income Fund)

Investment Objective

The investment objective of the fund is long-term growth of capital and income.

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 92 of the fund’s prospectus, “How to Reduce Your Sales Charge” on page 94 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-94 of the fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

Class A

Class B

Class C

Class R3

Class I

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

5.75%

None

Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)¹

None

5.00%

1.00%

None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

None

Exchange Fee

None

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

$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 B		Class C		Class R3		Class I
Management Fees		0.77%		0.77%		0.77%		0.77%		0.77%
Distribution and/or Service (12b-1) Fees		0.25%		1.00%		1.00%		0.50%		0.00%
Other Expenses		0.12%		0.12%		0.12%		0.12%		0.12%
Total Annual Fund Operating Expenses³		1.14%		1.89%		1.89%		1.39%		0.89%

1	The CDSC on Class B shares declines over a six-year period from purchase. The CDSC 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	Expenses have been restated to reflect current contractual fees and estimated other expenses.

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 remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Redemption										No Redemption
	A		B		C		R3		I		A		B		C		R3		I
1 Year	$	685	$	692	$	192	$	142	$	91	$	685	$	192	$	192	$	142	$	91
3 Years	$	916	$	894	$	594	$	440	$	284	$	916	$	594	$	594	$	440	$	284
5 Years	$	1,167	$	1,121	$	1,021	$	761	$	493	$	1,167	$	1,021	$	1,021	$	761	$	493
10 Years	$	1,881	$	2,016	$	2,212	$	1,669	$	1,096	$	1,881	$	2,016	$	2,212	$	1,669	$	1,096

Section 1 Fund Summaries

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 33% of the average value of its portfolio.

Principal Investment Strategies

Under normal market conditions, the fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of companies that, in the opinion of the fund’s sub-adviser, have the ability to pay above average dividends and finance expected growth, have strong management, and are trading at attractive valuations. The fund’s sub-adviser will generally sell a security if the security is no longer expected to meet the sub-adviser’s dividend or growth expectations or if a better alternative exists in the marketplace.

The fund will attempt to maintain a dividend that will grow over time. As a result, higher-yielding equity securities will generally represent the core holdings of the fund. However, the fund also may invest in lower-yielding, higher-growth equity securities if the sub-adviser believes they will help balance the portfolio. The fund’s equity securities include common stocks, convertible preferred stocks, and corporate debt securities that are convertible into common stocks. All such equity securities will provide current income at the time of purchase.

The fund invests in convertible debt securities in pursuit of both long-term growth of capital and income. The securities’ conversion features provide long-term growth potential, while interest payments on the securities provide income. The fund may invest in convertible debt securities without regard to their ratings, and therefore may hold convertible debt securities which are rated lower than investment grade.

The fund may invest up to 15% of its total assets in non-dollar denominated equity securities of non-U.S. issuers. In addition, 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.

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 this fund include:

Credit Risk—Credit risk is the risk that an issuer of a debt security may be unable or unwilling to make interest and principal payments when due and the related risk that the value of a debt security may decline because of concerns about the issuer’s ability or willingness to make such payments. In addition, parties to other financial contracts with the fund could default on their obligations.

Derivatives Risk—The use of derivatives involves additional risks and transaction costs which could leave the fund in a worse position than if it had not used these instruments. Derivatives may entail investment exposures that are greater than their cost would suggest. As a result, a small investment in derivatives could have a large impact on performance.

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.

High Yield Securities Risk—High yield securities generally are less liquid, have more volatile prices, and have greater credit risk than investment grade securities.

Interest Rate Risk—Interest rate risk is the risk that the value of the fund’s portfolio will decline because of rising interest rates.

Section 1 Fund Summaries

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.

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/MF/products/performancesummary.aspx 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 ten-year period ended December 31, 2011, the fund’s highest and lowest quarterly returns were 16.68% and –17.11%, respectively, for the quarters ended June 30, 2003 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 Standard & Poor’s 500^® Index and Standard & Poor’s 500^® Dividend Only Stocks as benchmarks. Going forward, the fund’s performance will be compared to the Russell 1000^® Value Index because it more closely reflects the fund’s investment universe. 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.

Section 1 Fund Summaries


			Average Annual Total Returns for the Periods Ended December 31, 2011
	Inception Date		1 Year			5 Years			10 Years
Class A (return before taxes)		12/18/92		(3.76	)%		0.16	%		3.57	%
Class A (return after taxes on distributions)				(4.06	)%		(0.45	)%		2.94	%
Class A (return after taxes on distributions and sale of fund shares)				(2.04	)%		0.07	%		2.97	%
Class B (return before taxes)		8/15/94		(3.63	)%		0.42	%		3.41	%
Class C (return before taxes)		2/1/99		1.37	%		0.60	%		3.41	%
Class R3 (return before taxes)		9/24/01		1.96	%		1.08	%		3.98	%
Class I (return before taxes)		8/2/94		2.39	%		1.61	%		4.45	%
Russell 1000^® Value Index (reflects no deduction for fees, expenses or taxes)				0.39	%		(2.64	)%		3.89	%
Standard & Poor’s 500^® Index (reflects no deduction for fees, expenses or taxes)				2.11	%		(0.25	)%		2.92	%
Standard & Poor’s 500^® Dividend Only Stocks (reflects no deduction for fees, expenses or taxes)				1.68	%		(0.56	)%		2.61	%
Lipper Equity Income Classification Average (reflects no deduction for taxes or certain expenses)				3.07	%		0.44	%		4.42	%

Management

Investment Adviser

Nuveen Fund Advisors, Inc.

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers


Name	Title	Portfolio Manager of Fund Since

Cori B. Johnson, CFA	Senior Vice President	August 1994
Gerald C. Bren, CFA	Senior Vice President	August 1994
Derek M. Sadowsky	Vice President	February 2012

Section 1 Fund Summaries

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. Class B shares are available only through exchanges and dividend reinvestments by current Class B shareholders. 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.

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

Nuveen Equity Index Fund

Investment Objective

The investment objective of the fund is to provide investment results that correspond to the performance of the Standard & Poor’s 500^® Index (S&P 500 Index).

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 92 of the fund’s prospectus and “Purchase and Redemption of Fund Shares” on page S-94 of the fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

Class A

Class B

Class C

Class R3

Class I

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

None

Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)¹

None

5.00%

1.00%

None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

None

Exchange Fee

None

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

$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 B		Class C		Class R3		Class I
Management Fees		0.28%		0.28%		0.28%		0.28%		0.28%
Distribution and/or Service (12b-1) Fees		0.25%		1.00%		1.00%		0.50%		0.00%
Other Expenses		0.14%		0.14%		0.14%		0.14%		0.14%
Acquired Fund Fees and Expenses		0.01%		0.01%		0.01%		0.01%		0.01%
Total Annual Fund Operating Expenses³		0.68%		1.43%		1.43%		0.93%		0.43%
Fee Waivers and/or Expense Reimbursements		(0.07)%		(0.07)%		(0.07)%		(0.07)%		(0.07)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements⁴		0.61%		1.36%		1.36%		0.86%		0.36%

1	The CDSC on Class B shares declines over a six-year period from purchase. The CDSC 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	Expenses have been restated to reflect current contractual fees and estimated other expenses.

The fund’s investment adviser has contractually agreed to waive fees and/or reimburse other fund expenses through February 28, 2013 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 0.62%, 1.37%, 1.37%, 0.87%, and 0.37% for Class A, Class B, Class C, Class R3 and Class I shares, respectively. Fee waivers and/or expense reimbursements will not be terminated prior to that time without the approval of the fund’s board of directors.

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, that the fund’s operating expenses remain the same, and the contractual fee waivers currently in place are not renewed beyond February 28, 2013. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Redemption										No Redemption
	A		B		C		R3		I		A		B		C		R3		I
1 Year	$	62	$	638	$	138	$	88	$	37	$	62	$	138	$	138	$	88	$	37
3 Years	$	211	$	746	$	446	$	289	$	131	$	211	$	446	$	446	$	289	$	131
5 Years	$	372	$	875	$	775	$	508	$	234	$	372	$	775	$	775	$	508	$	234
10 Years	$	840	$	1,503	$	1,707	$	1,137	$	535	$	840	$	1,503	$	1,707	$	1,137	$	535

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the fund generally invests at least 90% of its net assets, plus the amount of any borrowings for investment purposes, in common stocks included in the S&P 500 Index. The S&P 500 Index is an unmanaged market-value weighted index consisting of 500 stocks chosen for market size, liquidity, sector performance and other factors. The index tracks the performance of the large cap U.S. equity market. Reconstitution of the index occurs both on a quarterly and ongoing basis. As of December 30, 2011, market capitalizations of companies in the S&P 500 Index ranged from approximately $1.2 billion to $406.3 billion.

The fund’s sub-adviser believes that the fund’s objective can best be achieved by investing in common stocks of approximately 90% to 100% of the issues included in the S&P 500 Index, depending on the size of the fund. A computer program is used to identify which stocks should be purchased or sold in order to replicate, as closely as possible, the composition of the S&P 500 Index.

Because the fund may not always hold all of the stocks included in the S&P 500 Index, and because the fund has expenses and the index does not, the fund will not duplicate the index’s performance precisely. However, the fund’s sub-adviser believes there should be a close correlation between the fund’s performance and that of the S&P 500 Index in both rising and falling markets. The fund will attempt to achieve a correlation between the performance of its portfolio and that of the S&P 500 Index of at least 95%, without taking into account expenses of the fund. A perfect correlation would be indicated by a figure of 100%, which would be achieved if the fund’s net asset value, including the value of its dividends and capital gains distributions, increased or decreased in exact proportion to changes in the S&P 500 Index. If the fund is unable to achieve a correlation of 95% over time, the fund’s board of directors will consider alternative strategies for the fund.

The fund may invest in stock index futures contracts, options on stock indices, and options on stock index futures (“derivatives”) on the S&P 500 Index. The fund makes these investments to maintain the liquidity needed to meet redemption requests, to increase the level of fund assets devoted to replicating the composition of the S&P 500 Index, and to reduce transaction costs.

Section 1 Fund Summaries

Principal Risks

Failure to Match Index Performance—The fund may not replicate the performance of the S&P 500 Index.

Fund Performance

Class A Annual Total Return

LOGO

During the ten-year period ended December 31, 2011, the fund’s highest and lowest quarterly returns were 15.79% and –22.00%, 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. 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.

Section 1 Fund Summaries


			Average Annual Total Returns for the Periods Ended December 31, 2011
	Inception Date		1 Year			5 Years			10 Years
Class A (return before taxes)		12/14/92		1.56	%		(0.71	)%		2.41	%
Class A (return after taxes on distributions)				0.20	%		(1.42	)%		1.91	%
Class A (return after taxes on distributions and sale of fund shares)				2.75	%		(0.63	)%		2.02	%
Class B (return before taxes)		8/15/94		(3.88	)%		(1.62	)%		1.64	%
Class C (return before taxes)		2/1/99		0.79	%		(1.45	)%		1.64	%
Class R3 (return before taxes)		9/24/01		1.30	%		(0.96	)%		2.22	%
Class I (return before taxes)		2/4/94		1.77	%		(0.47	)%		2.67	%
Standard and Poor’s 500^® Index (reflects no deduction for fees, expenses or taxes)				2.11	%		(0.25	)%		2.92	%
Lipper S&P 500 Index Objective Classification Average (reflects no deduction for taxes or certain expenses)				1.52	%		(0.78	)%		2.38	%

Management

Investment Adviser

Nuveen Fund Advisors, Inc.

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers


Name	Title	Portfolio Manager of Fund Since

Walter A. French	Senior Vice President	October 1999
David A. Friar	Assistant Vice President	September 2000

Section 1 Fund Summaries

Purchase and Sale of Fund Shares


	Class A	Class C	Class R3	Class I
Eligibility and Minimum Initial Investment	Available only through fee- based programs and certain retirement plans. $250 minimum for accounts opened through fee-based programs. No minimum for retirement plans.	$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	$100	No minimum.	No minimum.

Tax Information

The fund’s distributions are taxable and will generally be taxed as ordinary income or capital gains.

Payments to Broker-Dealers and Other Financial Intermediaries

Section 1 Fund Summaries

Nuveen International Fund

Investment Objective

The investment objective of the fund is long-term growth of capital.

Fees and Expenses of the Fund

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

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

Exchange Fee

None

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

$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		1.03%		1.03%		1.03%		1.03%
Distribution and/or Service (12b-1) Fees		0.25%		1.00%		0.50%		0.00%
Other Expenses		0.13%		0.13%		0.13%		0.13%
Acquired Fund Fees and Expenses		0.02%		0.02%		0.02%		0.02%
Total Annual Fund Operating Expenses³		1.43%		2.18%		1.68%		1.18%

1	The CDSC 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	Expenses have been restated to reflect current contractual fees and estimated other expenses.

Section 1 Fund Summaries

Example


	Redemption								No Redemption
	A		C		R3		I		A		C		R3		I
1 Year	$	712	$	221	$	171	$	120	$	712	$	221	$	171	$	120
3 Years	$	1,001	$	682	$	530	$	375	$	1,001	$	682	$	530	$	375
5 Years	$	1,312	$	1,169	$	913	$	649	$	1,312	$	1,169	$	913	$	649
10 Years	$	2,190	$	2,513	$	1,987	$	1,432	$	2,190	$	2,513	$	1,987	$	1,432

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the fund invests primarily in equity securities of non-U.S. issuers that trade in U.S. or non-U.S. markets, depositary receipts representing shares of non-U.S. issuers, and exchange-traded funds and other investment companies (“investment companies”) that provide exposure to non-U.S. issuers. The fund considers an issuer to be non-U.S. if it is organized, domiciled, or has a principal place of business outside the United States. The fund diversifies its investments among a number of different countries throughout the world and may invest in companies of any size.

The fund employs a “multi-style, multi-manager” approach whereby one of the fund’s sub-advisers, Nuveen Asset Management, LLC (“Nuveen Asset Management”), allocates portions of the fund’s assets among the different sub-advisers (including itself) who employ distinct investment styles. The fund uses the following principal investment styles, which are intended to complement one another:

•

Growth Style emphasizes investments in the equity securities of companies with superior growth characteristics, including superior profitability, secular growth, sustainable competitive advantage, and strong capital structure.

•

Value Style emphasizes investments in equity securities of companies trading below intrinsic valuations with stable returns and companies trading at steep discounts to intrinsic valuations with catalysts for an improvement in returns.

When determining how to allocate the fund’s assets between sub-advisers, Nuveen Asset Management considers a variety of factors. These factors include a sub-adviser’s investment style and performance record, as well as the characteristics of the sub-adviser’s typical portfolio investments. These characteristics may include capitalization size, growth and profitability measures, valuation measures, economic sector weightings, and earnings and price volatility statistics. The allocations between the sub-advisers will vary over time according to prospective returns and risks associated with the various investment styles.

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

The portion of the fund’s assets managed by Nuveen Asset Management are used to facilitate cash flows to and from the other sub-advisers, meet redemption requests, and pay fund expenses. Nuveen Asset Management may also utilize these assets to increase the fund’s exposure to certain companies, industry sectors, countries, regions, or investment styles, and for such other reasons as it deems advisable. Nuveen Asset Management may invest these assets in equity securities issued by U.S. and non-U.S. companies (up to 10% of the fund’s total assets), derivatives, investment companies and money market instruments and other short-term securities.

Section 1 Fund Summaries

Principal Risks

Multi-Manager Risk—Each sub-adviser makes investment decisions independently and it is possible that the security selection process of the sub-advisers may not complement one another. The sub-advisers selected may underperform the market generally or other sub-advisers that could have been selected.

Other Investment Companies Risk—When the fund invests in other investment companies, you bear both your proportionate share of fund expenses and, indirectly, the expenses of the other investment companies.

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.

Fund Performance

Class A Annual Total Return

LOGO

During the ten-year period ended December 31, 2011, the fund’s highest and lowest quarterly returns were 22.24% and –20.22%, respectively, for the quarters ended June 30, 2009 and December 31, 2008.

Section 1 Fund Summaries

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. 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.


			Average Annual Total Returns for the Periods Ended December 31, 2011
	Inception Date		1 Year			5 Years			10 Years
Class A (return before taxes)		5/2/94		(17.50	)%		(5.53	)%		2.19	%
Class A (return after taxes on distributions)				(18.95	)%		(5.99	)%		2.04	%
Class A (return after taxes on distributions and sale of fund shares)				(7.73	)%		(4.17	)%		2.32	%
Class C (return before taxes)		9/24/01		(13.15	)%		(5.12	)%		2.02	%
Class R3 (return before taxes)		4/24/94		(12.70	)%		(4.59	)%		2.54	%
Class I (return before taxes)		4/4/94		(12.34	)%		(4.19	)%		3.04	%
MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)				(11.73	)%		(4.26	)%		5.12	%
Lipper International Large-Cap Growth Classification Average (reflects no deduction for taxes or certain expenses)				(13.24	)%		(3.13	)%		4.37	%

Management

Investment Adviser

Nuveen Fund Advisors, Inc.

Sub-Advisers

Nuveen Asset Management, LLC (“Nuveen Asset Management”)

Altrinsic Global Advisors, LLC (“Altrinsic”)

Hansberger Global Investors, Inc. (“HGI”)

Section 1 Fund Summaries

Portfolio Managers


Name	Title	Portfolio Manager of Fund Since
Nuveen Asset Management
Keith B. Hembre, CFA	Managing Director	November 2008
Walter A. French	Senior Vice President	November 2008
David A. Friar	Assistant Vice President	February 2010
Derek B. Bloom, CFA	Vice President	February 2010

Altrinsic
John Hock, CFA	Chief Investment Officer	November 2008
John L. DeVita, CFA	Principal	November 2008
Rehan Chaudhri	Principal	November 2008

HGI
Thomas R.H. Tibbles, CFA	Chief Investment Officer - Growth Team and Managing Director - Canada	November 2008
Barry A. Lockhart, CFA	Deputy Managing Director - Canada	November 2008
Trevor Graham, CFA	Senior Vice President - Research	November 2008
Patrick Tan	Senior Vice President - Research	November 2008

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.

Payments to Broker-Dealers and Other Financial Intermediaries

Section 1 Fund Summaries

Nuveen International Select Fund

Investment Objective

The investment objective of the fund is long-term growth of capital.

Fees and Expenses of the Fund

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

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

Exchange Fee

None

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

$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		1.03%		1.03%		1.03%		1.03%
Distribution and/or Service (12b-1) Fees		0.25%		1.00%		0.50%		0.00%
Other Expenses		0.15%		0.15%		0.15%		0.15%
Acquired Fund Fees and Expenses		0.03%		0.03%		0.03%		0.03%
Total Annual Fund Operating Expenses³		1.46%		2.21%		1.71%		1.21%

1	The CDSC 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	Expenses have been restated to reflect current contractual fees and estimated other expenses.

Example


	Redemption								No Redemption
	A		C		R3		I		A		C		R3		I
1 Year	$	715	$	224	$	174	$	123	$	715	$	224	$	174	$	123
3 Years	$	1,010	$	691	$	539	$	384	$	1,010	$	691	$	539	$	384
5 Years	$	1,327	$	1,185	$	928	$	665	$	1,327	$	1,185	$	928	$	665
10 Years	$	2,221	$	2,544	$	2,019	$	1,466	$	2,221	$	2,544	$	2,019	$	1,466

Section 1 Fund Summaries

Portfolio Turnover

Principal Investment Strategies

•

Growth Style emphasizes investments in equity securities of companies with superior growth characteristics, including superior profitability, secular growth, sustainable competitive advantage, and strong capital structure.

•

Emerging Markets Style emphasizes investments in equity securities of companies whose principal activities are located in emerging market countries that are believed to be undervalued based on their earnings, cash flow or asset values. A country is considered to be an “emerging market” if it is defined as such by Morgan Stanley Capital International, Inc.

When determining how to allocate the fund’s assets among sub-advisers, Nuveen Asset Management considers a variety of factors. These factors include a sub-adviser’s investment style and performance record, as well as the characteristics of the sub-adviser’s typical portfolio investments. These characteristics may include capitalization size, growth and profitability measures, valuation measures, economic sector weightings, and earnings and price volatility statistics. The allocations among the sub-advisers will vary over time according to prospective returns and risks associated with the various investment styles.

The portion of the fund’s assets managed by Nuveen Asset Management are used to facilitate cash flows to and from the other sub-advisers, meet redemption requests, and pay fund expenses. Nuveen Asset Management may also utilize these assets to increase the fund’s exposure to certain companies, industry sectors, countries, regions, or investment styles, and for such other reasons as it deems advisable. Nuveen Asset Management may invest these assets in equity securities issued by U.S. and non-U.S. companies (up to 10% of the fund’s total assets), derivatives, investment companies, and money market instruments and other short-term securities.

Principal Risks

Section 1 Fund Summaries

Fund Performance

Class A Annual Total Return

LOGO

During the five-year period ended December 31, 2011, the fund’s highest and lowest quarterly returns were 24.92% and –21.70%, 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. 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.

Section 1 Fund Summaries


			Average Annual Total Returns for the Periods Ended December 31, 2011
	Inception Date		1 Year			5 Years			Since Inception
Class A (return before taxes)		12/21/06		(20.33	)%		(3.71	)%		(3.61	)%
Class A (return after taxes on distributions)				(20.45	)%		(3.76	)%		(3.66	)%
Class A (return after taxes on distributions and sale of fund shares)				(12.64	)%		(2.95	)%		(2.87	)%
Class C (return before taxes)		12/21/06		(16.09	)%		(3.30	)%		(3.20	)%
Class R3 (return before taxes)		12/21/06		(17.12	)%		(3.15	)%		(3.05	)%
Class I (return before taxes)		12/21/06		(15.28	)%		(2.33	)%		(2.23	)%
MSCI All Country World Investable Market Index ex USA (reflects no deduction for fees, expenses or taxes)				(13.33	)%		(2.48	)%		(2.31	)%
Lipper International Large-Cap Growth Classification Average (reflects no deduction for taxes or certain expenses)				(13.24	)%		(3.13	)%		(3.02	)%

Management

Investment Adviser

Nuveen Fund Advisors, Inc.

Sub-Advisers

Nuveen Asset Management, LLC (“Nuveen Asset Management”)

Altrinsic Global Advisors, LLC (“Altrinsic”)

Hansberger Global Investors, Inc. (“HGI”)

Lazard Asset Management LLC (“Lazard”)

Portfolio Managers


Name	Title	Portfolio Manager of Fund Since

Nuveen Asset Management
Keith B. Hembre, CFA	Managing Director	December 2006
Walter A. French	Senior Vice President	December 2006
David A. Friar	Assistant Vice President	February 2010
Derek B. Bloom, CFA	Vice President	February 2010

Altrinsic
John Hock, CFA	Chief Investment Officer	December 2006
John L. DeVita, CFA	Principal	December 2006
Rehan Chaudhri	Principal	December 2006

HGI
Thomas R.H. Tibbles, CFA	Chief Investment Officer - Growth Team and Managing Director - Canada	December 2006
Barry A. Lockhart, CFA	Deputy Managing Director - Canada	December 2006
Trevor Graham, CFA	Senior Vice President -Research	December 2006
Patrick Tan	Senior Vice President -Research	December 2006

Lazard
James M. Donald, CFA	Managing Director & Head of Emerging Markets Group	December 2006
John R. Reinsberg	Deputy Chairman & Head of International and Global Products	December 2006

Section 1 Fund Summaries

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.

Payments to Broker-Dealers and Other Financial Intermediaries

Section 1 Fund Summaries

Nuveen Large Cap Growth Opportunities Fund

Investment Objective

The investment objective of the fund is long-term growth of capital.

Fees and Expenses of the Fund

Shareholder Fees

(fees paid directly from your investment)

Class A

Class B

Class C

Class R3

Class I

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

5.75%

None

Maximum Deferred Sales Charge (Load)
(as a percentage of the lesser of purchase price or redemption proceeds)¹

None

5.00%

1.00%

None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends

None

Exchange Fee

None

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

$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 B		Class C		Class R3		Class I
Management Fees		0.83%		0.83%		0.83%		0.83%		0.83%
Distribution and/or Service (12b-1) Fees		0.25%		1.00%		1.00%		0.50%		0.00%
Other Expenses		0.13%		0.13%		0.13%		0.13%		0.13%
Total Annual Fund Operating Expenses³		1.21%		1.96%		1.96%		1.46%		0.96%

1	The CDSC on Class B shares declines over a six-year period from purchase. The CDSC 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	Expenses have been restated to reflect current contractual fees and estimated other expenses.

Example


	Redemption										No Redemption
	A		B		C		R3		I		A		B		C		R3		I
1 Year	$	691	$	699	$	199	$	149	$	98	$	691	$	199	$	199	$	149	$	98
3 Years	$	937	$	915	$	615	$	462	$	306	$	937	$	615	$	615	$	462	$	306
5 Years	$	1,202	$	1,157	$	1,057	$	797	$	531	$	1,202	$	1,057	$	1,057	$	797	$	531
10 Years	$	1,957	$	2,091	$	2,285	$	1,746	$	1,178	$	1,957	$	2,091	$	2,285	$	1,746	$	1,178

Section 1 Fund Summaries

Portfolio Turnover

Principal Investment Strategies

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 large-capitalization companies, defined as companies that have market capitalizations of $5 billion or greater at the time of purchase.

In selecting stocks, the fund’s sub-adviser invests in companies that it believes exhibit the potential for superior growth based on factors such as above average growth in revenue and earnings, strong competitive position, strong management, and sound financial condition. The fund’s sub-adviser will generally sell a stock if the stock hits its price target, the company’s fundamentals or competitive position significantly deteriorate, or if a better alternative exists in the marketplace.

Principal Risks

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.

Fund Performance

Section 1 Fund Summaries

Class A Annual Total Return

LOGO

During the ten-year period ended December 31, 2011, the fund’s highest and lowest quarterly returns were 16.55% and –21.12%, respectively, for the quarters ended September 30, 2010 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. 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.


			Average Annual Total Returns for the Periods Ended December 31, 2011
	Inception Date		1 Year			5 Years			10 Years
Class A (return before taxes)		1/9/95		(8.49	)%		1.82	%		2.05	%
Class A (return after taxes on distributions)				(9.01	)%		1.39	%		1.81	%
Class A (return after taxes on distributions and sale of fund shares)				(4.85	)%		1.52	%		1.74	%
Class B (return before taxes)		3/1/99		(8.27	)%		2.09	%		1.89	%
Class C (return before taxes)		9/24/01		(3.64	)%		2.26	%		1.89	%
Class R3 (return before taxes)