Definitive Materials Filed by Investment Companies. (497)

Mutual Funds

Prospectus

February 28, 2013 , as supplemented June 24, 2013

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 R6    Class I

Nuveen Dividend Value Fund

   FFEIX    FAEBX    FFECX    FEISX    FFEFX    FAQIX

Nuveen Equity Index Fund

   FAEIX    FAEQX    FCEIX    FADSX       FEIIX

Nuveen International Fund

   FAIAX       FIACX    ARQIX       FAICX

Nuveen International Select Fund

   ISACX       ICCSX          ISYCX

Nuveen Large Cap Growth Opportunities Fund

   FRGWX    FETBX    FAWCX    FLCYX    FLCFX    FIGWX

Nuveen Large Cap Select Fund

   FLRAX       FLYCX          FLRYX

Nuveen Mid Cap Growth Opportunities Fund

   FRSLX    FMQBX    FMECX    FMEYX    FMEFX    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      27   
Nuveen Mid Cap Growth Opportunities Fund      31   
Nuveen Mid Cap Index Fund      36   
Nuveen Mid Cap Select Fund      41   
Nuveen Mid Cap Value Fund      46   
Nuveen Quantitative Enhanced Core Equity Fund      51   
Nuveen Small Cap Growth Opportunities Fund      56   
Nuveen Small Cap Index Fund      61   
Nuveen Small Cap Select Fund      66   
Nuveen Small Cap Value Fund      71   
Nuveen Tactical Market Opportunities Fund      76   
Section 2     How We Manage Your Money       
Who Manages the Funds      81   
More About Our Investment Strategies      89   
What the Risks Are      92   


Section 3     How You Can Buy and Sell Shares

      
What Share Classes We Offer      99   
How to Reduce Your Sales Charge      102   
How to Buy Shares      103   
Special Services      104   
How to Sell Shares      106   
Section 4     General Information       
Dividends, Distributions and Taxes      109   
Distribution and Service Plan      110   
Net Asset Value      112   
Frequent Trading      113   
Fund Service Providers      114   
Disclaimers      115   
Section 5     Financial Highlights    116  
Section 6     Glossary of Investment Terms    132  

 

 

 

NOT FDIC OR GOVERNMENT INSURED     MAY LOSE VALUE     NO BANK GUARANTEE

 

ii


Section 1     Fund Summaries

Nuveen Dividend Value 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 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 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 R6      Class I  
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
     5.75%         None         None         None         None         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         None         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None         None         None         None   
Exchange Fee      None         None         None         None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000) 2      $15         $15         $15         None         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 R6 3      Class I  
Management Fees      0.76%         0.76%         0.76%         0.76%         0.76%         0.76%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         1.00%         0.50%         0.00%         0.00%   
Other Expenses 4      0.14%         0.14%         0.14%         0.14%         0.09%         0.14%   
Total Annual Fund Operating Expenses      1.15%         1.90%         1.90%         1.40%         0.85%         0.90%   
1 The contingent deferred sales charge (“ 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 Class R6 shares were established on February 28, 2013. Accordingly, expenses are based upon the actual expenses incurred by the other share classes; adjusted to reflect anticipated savings resulting from the fact that sub-transfer agent and similar fees are not charged to Class R6 shares.

 

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

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      R6      I             A      B      C      R3      R6      I         
1 Year    $ 685       $ 693       $ 193       $ 143       $ 87       $ 92          $ 685       $ 193       $ 193       $ 143       $ 87       $ 92      
3 Years    $ 919       $ 897       $ 597       $ 443       $ 271       $ 287          $ 919       $ 597       $ 597       $ 443       $ 271       $ 287      
5 Years    $ 1,172       $ 1,126       $ 1,026       $ 766       $ 471       $ 498          $ 1,172       $ 1,026       $ 1,026       $ 766       $ 471       $ 498      
10 Years    $ 1,892       $ 2,027       $ 2,222       $ 1,680       $ 1,049       $ 1,108            $ 1,892       $ 2,027       $ 2,222       $ 1,680       $ 1,049       $ 1,108        

 

2

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 24% 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. In selecting securities, the Fund’s sub-adviser will invest in companies that it believes have the ability to pay above average dividends and finance expected growth 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 the 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, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

 

Section 1     Fund Summaries

 

 

3


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 are high risk investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid and have more volatile prices than investment grade securities.

Interest Rate Risk —Interest rate risk is the risk that the value of the Fund’s portfolio will decline because of rising interest rates. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities.

Non-U.S./Emerging Markets Risk —Non-U.S. issuers or U.S. issuers with significant non-U.S. operations may be subject to risks in addition to those of issuers located in or that principally operate in the United States as a result of, among other things, political, social and economic developments abroad and different legal, regulatory and tax environments. These additional risks may be heightened for securities of issuers located in, or with significant operations in, emerging market countries. 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/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, 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. 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.

 

4

Section 1     Fund Summaries


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.

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.

Performance is not shown for Class R6 shares, which have not been offered for a full calendar year.

 

     Average Annual Total Returns
for the Periods Ended December 31, 2012
 
       1 Year        5 Years        10 Years  
Class A (return before taxes)      7.72        1.59        7.08
Class A (return after taxes on distributions)      6.95        1.11        6.42
Class A (return after taxes on distributions and sale of Fund shares)      6.02        1.27        6.12
Class B (return before taxes)      8.52        1.84        6.92
Class C (return before taxes)      12.50        1.85        6.83
Class R3 (return before taxes)      14.06        2.52        7.49
Class I (return before taxes)      14.59        3.04        7.99
Russell 1000 ® Value Index
(reflects no deduction for fees, expenses or taxes)
     17.51        0.59        7.38
Lipper Equity Income Classification Average
(reflects no deduction for taxes or certain expenses)
     12.45        1.81        7.46

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

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

 

Section 1     Fund Summaries

 

 

5


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 R6    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 to certain qualified retirement plans and other investors as described in the prospectus.

 

$5 million for all accounts except:

 

•No minimum for certain qualified retirement plans as described in the prospectus.

  

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.    No minimum.

Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

6

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 99 of the Fund’s prospectus and “Purchase and Redemption of Fund Shares” on page S-99 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         None         None         None         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         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None         None         None   
Exchange Fee      None         None         None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000) 2      $15         $15         $15         None         $15   

Annual Fund Operating Expenses

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

       Class A      Class 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      0.16%         0.16%         0.16%         0.16%         0.16%   
Total Annual Fund Operating Expenses      0.69%         1.44%         1.44%         0.94%         0.44%   
Fee Waivers and/or Expense Reimbursements 3      (0.07)%         (0.07)%         (0.07)%         (0.07)%         (0.07)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      0.62%         1.37%         1.37%         0.87%         0.37%   
1 The contingent deferred sales charge (“ 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 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 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

 

 

7


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, 2014. 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    $ 63       $ 639       $ 139       $ 89       $ 38          $ 63       $ 139       $ 139       $ 89       $ 38      
3 Years    $ 214       $ 749       $ 449       $ 293       $ 134          $ 214       $ 449       $ 449       $ 293       $ 134      
5 Years    $ 377       $ 880       $ 780       $ 513       $ 239          $ 377       $ 780       $ 780       $ 513       $ 239      
10 Years    $ 852       $ 1,514       $ 1,718       $ 1,148       $ 548            $ 852       $ 1,514       $ 1,718       $ 1,148       $ 548        

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 1% of the average value of its portfolio.

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 January 31, 2013, market capitalizations of companies in the S&P 500 Index ranged from approximately $1.8 billion to $427.7 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.

 

8

Section 1     Fund Summaries


Principal Risks

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

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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.

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

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

The bar chart below shows the variability of the Fund’s performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures.

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, 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

 

 

9


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.

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.

 

       Average Annual Total Returns
for the Periods Ended December 31, 2012
 
         1 Year        5 Years        10 Years  
Class A (return before taxes)        15.29        1.18        6.55
Class A (return after taxes on distributions)        14.58        0.43        6.00
Class A (return after taxes on distributions and sale of Fund shares)        10.87        0.90        5.69
Class B (return before taxes)        9.47        0.25        5.75
Class C (return before taxes)        14.42        0.42        5.75
Class R3 (return before taxes)        14.98        0.92        6.32
Class I (return before taxes)        15.59        1.42        6.81
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)        16.00        1.66        7.10
Lipper S&P 500 ® Index Objective Classification Average
(reflects no deduction for taxes or certain expenses)
       15.33        1.12        6.57

Management

Investment Adviser

Nuveen Fund Advisors, LLC

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

 

10

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    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, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

Section 1     Fund Summaries

 

 

11


Nuveen International Fund

 

Investment Objective

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

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 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

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

Annual Fund Operating Expenses

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

       Class A      Class C      Class R3      Class I  
Management Fees      1.04%         1.04%         1.04%         1.04%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.50%         0.00%   
Other Expenses 3      0.66%         0.66%         0.68%         0.66%   
Acquired Fund Fees and Expenses      0.04%         0.04%         0.04%         0.04%   
Total Annual Fund Operating Expenses      1.99%         2.74%         2.26%         1.74%   
Fee Waivers and/or Expense Reimbursements 3,4      (0.46)%         (0.46)%         (0.48)%         (0.46)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.53%         2.28%         1.78%         1.28%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

3 Other Expenses and Fee Waivers and/or Expense Reimbursements have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 1.49%, 2.24%, 1.74%, and 1.24% for Class A, 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.

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, 2014. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption             No Redemption         
       A      C      R3      I             A      C      R3      I         
1 Year    $ 722       $ 231       $ 181       $ 130          $ 722       $ 231       $ 181       $ 130      
3 Years    $ 1,122       $ 807       $ 660       $ 503          $ 1,122       $ 807       $ 660       $ 503      
5 Years    $ 1,546       $ 1,409       $ 1,166       $ 901          $ 1,546       $ 1,409       $ 1,166       $ 901      
10 Years    $ 2,724       $ 3,037       $ 2,558       $ 2,014            $ 2,724       $ 3,037       $ 2,558       $ 2,014        

 

12

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 57% of the average value of its portfolio.

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.

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 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.

Nuveen Asset Management, LLC (“ Nuveen Asset Management ”) and Altrinsic Global Advisors, LLC (“ Altrinsic ”) act as the Fund’s sub-advisers. The sub-advisers employ different investment strategies, which are intended to complement one another:

 

 

Altrinsic employs a value strategy, emphasizing investment 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.

 

Nuveen Asset Management invests the Fund’s assets using three distinct strategies:

 

   

Nuveen Asset Management’s international growth team employs a growth strategy, emphasizing investments in equity securities of companies with superior growth characteristics, including superior profitability, secular growth, sustainable competitive advantage, and strong capital structure.

   

Nuveen Asset Management’s infrastructure team will be allocated up to 10% of the Fund’s total assets, and will focus on equity securities of infrastructure-related companies.

   

Nuveen Asset Management’s asset allocation team may invest in derivatives, other investment companies, and money market instruments and other short-term securities. These investments may be used as an investment “overlay” for the purpose of increasing or reducing the Fund’s exposure to certain companies, industry sectors, countries, regions, or investment styles, or for such other reasons as Nuveen Asset Management deems advisable. They also may be used to facilitate cash flows to and from the sub-advisers, to meet redemptions requests, and to pay Fund expenses.

Decisions on how to allocate the Fund’s assets between the sub-advisers and among the different investment strategies are made by Nuveen Asset Management’s asset allocation team. Allocation determinations are based on a variety of factors, including performance records and the characteristics of typical portfolio investments for the different strategies. These characteristics may include capitalization size, growth and profitability measures, valuation measures, economic sector weightings, and earnings and price volatility statistics. Allocations will vary over time according to the prospective returns and risks associated with the various investment strategies.

Principal Risks

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

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management risks, and transaction costs which could leave the Fund in a worse position than if it had not used

 

Section 1     Fund Summaries

 

 

13


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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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.

Infrastructure Sector Risk —Because the Fund may invest in infrastructure-related securities, the Fund could have greater exposure to adverse economic, regulatory, political, legal and other changes affecting the issuers of such securities.

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.

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.

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

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, 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.

 

14

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.

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.

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.

 

    Average Annual Total Returns
for the Periods Ended
December 31, 2012
 
      1 Year      5 Years      10 Years  
Class A (return before taxes)     7.50      (4.69 )%       5.76
Class A (return after taxes on distributions)     7.53      (4.90 )%       5.61
Class A (return after taxes on distributions and sale of Fund shares)     5.23      (3.63 )%       5.46
Class C (return before taxes)     13.24      (4.26 )%       5.59
Class R3 (return before taxes)     13.84      (3.72 )%       6.13
Class I (return before taxes)     14.25      (3.35 )%       6.63
MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)     17.90      (3.21 )%       8.70
Lipper International Large-Cap Growth Classification Average
(reflects no deduction for taxes or certain expenses)
    18.28      (2.90 )%       8.33

 

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Advisers

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

Altrinsic Global Advisors, LLC (“ Altrinsic ”)

 

Section 1     Fund Summaries

 

 

15


Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Nuveen Asset Management          
Asset Allocation          
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
International Growth          
Tracy P. Stouffer, CFA      Senior Vice President      June 2013
Infrastructure          
Jay L. Rosenberg      Managing Director      June 2013
Altrinsic          
John Hock, CFA      Chief Investment Officer      November 2008
John L. DeVita, CFA      Principal      November 2008
Rehan Chaudhri      Principal      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, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

16

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

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 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

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

Annual Fund Operating Expenses

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

       Class A      Class C     Class I  
Management Fees      1.03%         1.03%        1.03%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%        0.00%   
Other Expenses      0.25%         0.25%        0.25%   
Acquired Fund Fees and Expenses      0.04%         0.04%        0.04%   
Total Annual Fund Operating Expenses      1.57%         2.32%        1.32%   
Fee Waivers and/or Expense Reimbursements 3,4      (0.04)%         (0.04)%        (0.04)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.53%         2.28%        1.28%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

3 Fee Waivers and/or Expense Reimbursements have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 1.49%,2.24% and 1.24% for Class A, Class C and Class I shares, respectively. Fee waivers and/or expense reimbursements will not be terminated prior to that time without the approval of the Fund’s board of directors.

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, 2014. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Redemption             No Redemption         
         A      C      I             A      C      I         
1 Year      $ 722       $ 231       $ 130          $ 722       $ 231       $ 130      
3 Years      $ 1,039       $ 721       $ 414          $ 1,039       $ 721       $ 414      
5 Years      $ 1,377       $ 1,237       $ 720          $ 1,377       $ 1,237       $ 720      
10 Years      $ 2,332       $ 2,653       $ 1,587            $ 2,332       $ 2,653       $ 1,587        

 

Section 1     Fund Summaries

 

 

17


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 49% of the average value of its portfolio.

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 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.

Nuveen Asset Management, LLC (“ Nuveen Asset Management ”), Altrinsic Global Advisors, LLC (“ Altrinsic ”) and Lazard Asset Management LLC (“ Lazard ”) act as the Fund’s sub-advisers. The sub-advisers employ different investment strategies, which are intended to complement one another:

 

 

Altrinsic employs a value strategy, emphasizing investment 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.

 

Lazard employs an emerging markets strategy, emphasizing 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.

 

Nuveen Asset Management invests the Fund’s assets using three distinct strategies:

 

   

Nuveen Asset Management’s international growth team employs a growth strategy, emphasizing investments in equity securities of companies with superior growth characteristics, including superior profitability, secular growth, sustainable competitive advantage, and strong capital structure.

   

Nuveen Asset Management’s infrastructure team will be allocated up to 10% of the Fund’s total assets, and will focus on equity securities of infrastructure-related companies.

   

Nuveen Asset Management’s asset allocation team may invest in derivatives, other investment companies, and money market instruments and other short-term securities. These investments may be used as an investment “overlay” for the purpose of increasing or reducing the Fund’s exposure to certain companies, industry sectors, countries, regions, or investment styles, or for such other reasons as Nuveen Asset Management deems advisable. They also may be used to facilitate cash flows to and from the sub-advisers, to meet redemptions requests, and to pay Fund expenses.

Decisions on how to allocate the Fund’s assets between the sub-advisers and among the different investment strategies are made by Nuveen Asset Management’s asset allocation team. Allocation determinations are based on a variety of factors, including performance records and the characteristics of typical portfolio investments for the different strategies. These characteristics may include capitalization size, growth and profitability measures, valuation measures, economic sector weightings, and earnings and price volatility statistics. Allocations will vary over time according to the prospective returns and risks associated with the various investment strategies.

Principal Risks

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

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market,

credit and management risks, and transaction costs which could leave the Fund in a worse position than if it had not used

 

18

Section 1     Fund Summaries


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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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.

Infrastructure Sector Risk —Because the Fund may invest in infrastructure-related securities, the Fund could have greater exposure to adverse economic, regulatory, political, legal and other changes affecting the issuers of such securities.

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.

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.

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

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the six-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 24.92% and -21.70%, respectively, for the quarters ended June 30, 2009 and December 31, 2008.

 

Section 1     Fund Summaries

 

 

19


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.

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

 

              Average Annual Total Returns
for the Periods Ended
December 31, 2012
 
       Inception
Date
       1 Year      5 Years     Since
Inception
 
Class A (return before taxes)      12/21/06           8.63      (3.56 )%      (0.70 )% 
Class A (return after taxes on distributions)           8.64      (3.54 )%      (0.75 )% 
Class A (return after taxes on distributions and sale of Fund shares)           6.05      (2.82 )%      (0.45 )% 
Class C (return before taxes)      12/21/06           14.43      (3.13 )%      (0.47 )% 
Class I (return before taxes)      12/21/06           15.54      (2.17 )%      0.52
MSCI All Country World Investable Market Index (ex U.S.)
(reflects no deduction for fees, expenses or taxes)
          17.58      (2.15 )%      0.89
Lipper International Multi-Cap Growth Classification Average
(reflects no deduction for taxes or certain expenses)
                18.03      (3.03 )%      (0.24 )% 

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Advisers

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

Altrinsic Global Advisors, LLC (“ Altrinsic ”)

Lazard Asset Management LLC (“ Lazard ”)

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Nuveen Asset Management                
Asset Allocation          
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
International Growth          
Tracy P. Stouffer, CFA      Senior Vice President      June 2013
Infrastructure          
Jay L. Rosenberg      Managing Director      June 2013

 

20

Section 1     Fund Summaries


Name

    

Title

    

Portfolio Manager of Fund Since

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

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Fund’s initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:

 

         Class A and Class C    Class I
Eligibility and Minimum Initial Investment     

$3,000 for all accounts except:

 

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

 

•$2,000 for Coverdell Education Savings Accounts.

 

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

 

•No minimum for retirement plans.

  

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

 

$100,000 for all accounts except:

 

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

 

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

Minimum Additional Investment      $100    No minimum.

Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

Section 1     Fund Summaries

 

 

21


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

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 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 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 R6      Class I  
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
     5.75%         None         None         None         None         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         None         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None         None         None         None   
Exchange Fee      None         None         None         None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000) 2      $15         $15         $15         None         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 R6 3      Class I  
Management Fees      0.83%         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%         0.00%   
Other Expenses 4      0.17%         0.16%         0.17%         0.17%         0.11%         0.17%   
Total Annual Fund Operating Expenses      1.25%         1.99%         2.00%         1.50%         0.94%         1.00%   
1 The contingent deferred sales charge (“ 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 Class R6 shares were established on February 28, 2013. Accordingly, expenses are based upon the actual expenses incurred by the other share classes; adjusted to reflect anticipated savings resulting from the fact that sub-transfer agent and similar fees are not charged to Class R6 shares.

 

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

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      R6      I             A      B      C      R3      R6      I         
1 Year   $ 695       $ 702       $ 203       $ 153       $ 96       $ 102          $ 695       $ 202       $ 203       $ 153       $ 96       $ 102      
3 Years   $ 949       $ 924       $ 627       $ 474       $ 300       $ 318          $ 949       $ 624       $ 627       $ 474       $ 300       $ 318      
5 Years   $ 1,222       $ 1,173       $ 1,078       $ 818       $ 520       $ 552          $ 1,222       $ 1,073       $ 1,078       $ 818       $ 520       $ 552      
10 Years   $ 1,999       $ 2,126       $ 2,327       $ 1,791       $ 1,155       $ 1,225            $ 1,999       $ 2,126       $ 2,327       $ 1,791       $ 1,155       $ 1,225        

 

22

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 73% of the average value of its portfolio.

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.

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 the Fund include:

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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

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

 

Section 1     Fund Summaries

 

 

23


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/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 18.58% and -21.12%, respectively, for the quarters ended March 31, 2012 and December 31, 2008.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. 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.

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.

Performance is not shown for Class R6 shares, which have not been offered for a full calendar year.

 

24

Section 1     Fund Summaries


    

Average Annual Total Returns

for the Periods Ended December 31, 201 2

 
       1 Year        5 Years        10 Years  
Class A (return before taxes)      7.61        1.27        6.47
Class A (return after taxes on distributions)      7.42        1.11        6.20
Class A (return after taxes on distributions and sale of Fund shares)      5.20        1.07        5.65
Class B (return before taxes)      8.42        1.55        6.31
Class C (return before taxes)      13.32        1.71        6.30
Class R3 (return before taxes)      13.91        2.23        6.87
Class I (return before taxes)      14.47        2.73        7.37
Russell 1000 ® Growth Index
(reflects no deduction for fees, expenses or taxes)
     15.26        3.12        7.52
Lipper Multi-Cap Growth Classification Average
(reflects no deduction for taxes or certain expenses)
     15.25        0.94        8.07

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Harold R. Goldstein      Senior Vice President      July 2002
Scott M. Mullinix, CFA      Senior Vice President      April 2006
James A. Diedrich, CFA      Senior Vice President      February 2006

 

Section 1     Fund Summaries

 

 

25


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 R6    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 to certain qualified retirement plans and other investors as described in the prospectus.

 

$5 million for all accounts except:

 

•No minimum for certain qualified retirement plans as described in the prospectus.

  

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.    No minimum.

Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

26

Section 1     Fund Summaries


Nuveen Large Cap Select Fund

 

Investment Objective

The investment objective of the Fund is capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

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

Annual Fund Operating Expenses

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

       Class A      Class C      Class I  
Management Fees      0.75%         0.75%         0.75%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.00%   
Other Expenses 3      0.41%         0.41%         0.41%   
Total Annual Fund Operating Expenses      1.41%         2.16%         1.16%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

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

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      C      I             A      C      I         
1 Year   $ 710       $ 219       $ 118          $ 710       $ 219       $ 118      
3 Years   $ 996       $ 676       $ 368          $ 996       $ 676       $ 368      
5 Years   $ 1,302       $ 1,159       $ 638          $ 1,302       $ 1,159       $ 638      
10 Years   $ 2,169       $ 2,493       $ 1,409            $ 2,169       $ 2,493       $ 1,409        

 

Section 1     Fund Summaries

 

 

27


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 127% of the average value of its portfolio.

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.

The sub-adviser will select companies based on a combination of value and growth objectives, seeking companies that meet at least two of the following criteria:

 

 

Attractively valued relative to other companies in the same industry or market.

 

Strong or improving cash flows, revenue and earnings growth, or other fundamentals.

 

Strong competitive position.

 

An identifiable catalyst that could increase the value of the company’s stock over the next one or two years.

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.

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 the Fund include:

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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

Non-U.S./Emerging Markets Risk —Non-U.S. issuers or U.S. issuers with significant non-U.S. operations may be subject to risks in addition to those of issuers located in or that principally operate in the United States as a result of, among other things, political, social and economic developments abroad and different legal, regulatory and tax environments. These additional risks may be heightened for securities of issuers located in, or with significant operations in, emerging market countries. Also, changes in currency exchange rates may affect the Fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities.

 

28

Section 1     Fund Summaries


Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the nine-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 17.42% and -23.26%, respectively, for the quarters ended September 30, 2009 and December 31, 2008.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. All after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown for Class A shares only; after-tax returns for other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs or employer-sponsored retirement plans.

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

 

          

Average Annual Total Returns

for the Periods Ended December 31, 2012

 
       Inception
Date
    1 Year        5 Years        Since
Inception
 
Class A (return before taxes)      1/31/03        11.46        (1.19 )%         5.39
Class A (return after taxes on distributions)        11.38        (1.24 )%         4.74
Class A (return after taxes on distributions and sale of Fund shares)        7.55        (1.02 )%         4.44
Class C (return before taxes)      1/31/03        17.36        (0.76 )%         5.20
Class I (return before taxes)      1/31/03        18.52        0.25        6.29
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)        16.00        1.66        7.45
Lipper Large-Cap Core Classification Average
(reflects no deduction for taxes or certain expenses)
             14.95        0.68        6.84

 

Section 1     Fund Summaries

 

 

29


Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

David A. Chalupnik, CFA      Managing Director      January 2003
Anthony R. Burger, CFA      Senior Vice President      October 2004

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Fund’s initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:

 

       Class A and Class C    Class I
Eligibility and Minimum Initial Investment   

$3,000 for all accounts except:

 

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

 

• $2,000 for Coverdell Education Savings Accounts.

 

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

 

• No minimum for retirement plans.

  

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

 

$100,000 for all accounts except:

 

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

 

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

Minimum
Additional Investment
   $100    No minimum.

Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

30

Section 1     Fund Summaries


Nuveen Mid Cap Growth Opportunities Fund

 

Investment Objective

The investment objective of the Fund is capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 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 R6      Class I  
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
     5.75%         None         None         None         None         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         None         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None         None         None         None   
Exchange Fee      None         None         None         None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000) 2      $15         $15         $15         None         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 R6 3      Class I  
Management Fees      0.87%         0.87%         0.87%         0.87%         0.87%         0.87%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         1.00%         0.50%         0.00%         0.00%   
Other Expenses      0.18%         0.18%         0.18%         0.18%         0.09%         0.18%   
Total Annual Fund Operating Expenses      1.30%         2.05%         2.05%         1.55%         0.96%         1.05%   
1 The contingent deferred sales charge ( “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 Class R6 shares were established on February 28, 2013. Accordingly, expenses are based upon the actual expenses incurred by the other share classes; adjusted to reflect anticipated savings resulting from the fact that sub-transfer agent and similar fees are not charged to Class R6 shares.

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      R6      I             A      B      C      R3      R6      I         
1 Year    $ 700       $ 708       $ 208       $ 158       $ 98       $ 107          $ 700       $ 208       $ 208       $ 158       $ 98       $ 107      
3 Years    $ 963       $ 943       $ 643       $ 490       $ 306       $ 334          $ 963       $ 643       $ 643       $ 490       $ 306       $ 334      
5 Years    $ 1,247       $ 1,203       $ 1,103       $ 845       $ 531       $ 579          $ 1,247       $ 1,103       $ 1,103       $ 845       $ 531       $ 579      
10 Years    $ 2,053       $ 2,187       $ 2,379       $ 1,845       $ 1,178       $ 1,283            $ 2,053       $ 2,187       $ 2,379       $ 1,845       $ 1,178       $ 1,283        

 

Section 1     Fund Summaries

 

 

31


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 113% of the average value of its portfolio.

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 mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the market capitalization range of the companies in the Russell Midcap ® Index immediately after its most recent reconstitution prior to such purchase. It is expected that reconstitution of the index will occur each year at the end of June. Immediately after the most recent reconstitution, the range was $699 million to $19.2 billion.

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.

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 the Fund include:

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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

Investment Focus Risk —Different types of stocks tend to shift in and out of favor depending on market and economic conditions. The Fund emphasizes a growth style of investing and therefore seeks companies experiencing high rates of current growth; such companies may be more volatile than other types of investments.

 

32

Section 1     Fund Summaries


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

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/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 18.22% and -25.45%, 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.

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.

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.

Performance is not shown for Class R6 shares, which have not been offered for a full calendar year.

 

Section 1     Fund Summaries

 

 

33


     Average Annual Total Returns
for the Periods Ended December 31, 201
2
 
       1 Year        5 Years        10 Years  
Class A (return before taxes)      8.22%           1.10        9.36
Class A (return after taxes on distributions)      7.02%           0.75        8.18
Class A (return after taxes on distributions and sale of Fund shares)      6.90%           0.92        7.90
Class B (return before taxes)      8.95%           1.36        9.18
Class C (return before taxes)      13.97%           1.55        9.18
Class R3 (return before taxes)      14.54%           2.05        9.78
Class I (return before taxes)      15.12%           2.56        10.28
Russell Midcap ® Growth Index (reflects no deduction for fees, expenses or taxes)      15.81%           3.23        10.32
Lipper Multi-Cap Growth Classification Average
(reflects no deduction for taxes or certain expenses)
     13.56%           1.67        8.83

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

James A. Diedrich, CFA      Senior Vice President      February 2006
Harold R. Goldstein      Senior Vice President      September 2005
Scott M. Mullinix, CFA      Senior Vice President      April 2006

 

34

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 R6    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 to certain qualified retirement plans and other investors as described in the prospectus.

 

$5 million for all accounts except:

 

•No minimum for certain qualified retirement plans as described in the prospectus.

  

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.    No minimum.

Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

Section 1     Fund Summaries

 

 

35


Nuveen Mid Cap 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 MidCap 400 ® Index (S&P MidCap 400 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 99 of the Fund’s prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

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

Annual Fund Operating Expenses

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

       Class A      Class C      Class R3      Class I  
Management Fees      0.33%         0.33%         0.33%         0.33%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.50%         0.00%   
Other Expenses      0.22%         0.22%         0.22%         0.22%   
Acquired Fund Fees and Expenses      0.02%         0.02%         0.02%         0.02%   
Total Annual Fund Operating Expenses      0.82%         1.57%         1.07%         0.57%   
Fee Waivers and/or Expense Reimbursements 3      (0.06)%         (0.06)%         (0.06)%         (0.06)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      0.76%         1.51%         1.01%         0.51%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

3 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 0.75%, 1.50%, 1.00% and 0.50% for Class A, 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.

 

36

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, 2014. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

    Redemption             No Redemption         
      A      C      R3      I             A      C      R3      I         
1 Year   $ 78       $ 154       $ 103       $ 52          $ 78       $ 154       $ 103       $ 52      
3 Years   $ 256       $ 490       $ 334       $ 177          $ 256       $ 490       $ 334       $ 177      
5 Years   $ 449       $ 849       $ 584       $ 312          $ 449       $ 849       $ 584       $ 312      
10 Years   $ 1,008       $ 1,862       $ 1,300       $ 708            $ 1,008       $ 1,862       $ 1,300       $ 708        

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 7% of the average value of its portfolio.

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 MidCap 400 Index. This index is an unmanaged market-value weighted index consisting of 400 stocks chosen for market size, liquidity, sector representation and other factors that represents the mid range sector of the U.S. stock market. Reconstitution of the index occurs both on a quarterly and ongoing basis. As of January 31, 2013, market capitalizations of companies in the S&P MidCap 400 Index ranged from approximately $473.9 million to $16.9 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 MidCap 400 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 practicable, the composition of the S&P MidCap 400 Index.

Because the Fund may not always hold all of the stocks included in the S&P MidCap 400 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 MidCap 400 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 MidCap 400 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 MidCap 400 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 MidCap 400 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 MidCap 400 Index, and to reduce transaction costs.

 

Section 1     Fund Summaries

 

 

37


Principal Risks

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

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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.

Failure to Match Index Performance —The Fund may not replicate the performance of the S&P MidCap 400 Index.

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

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

The bar chart below shows the variability of the Fund’s performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures.

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 19.81% and -25.52%, respectively, for the quarters ended September 30, 2009 and December 31, 2008.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. 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.

 

38

Section 1     Fund Summaries


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.

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.

 

     Average Annual Total Returns
for the Periods Ended December 31, 2012
 
       1 Year        5 Years        10 Years  
Class A (return before taxes)      17.26        4.67        9.90
Class A (return after taxes on distributions)      16.42        4.05        9.05
Class A (return after taxes on distributions and sale of Fund shares)      12.00        3.83        8.57
Class C (return before taxes)      16.41        3.88        9.09
Class R3 (return before taxes)      16.98        4.41        9.67
Class I (return before taxes)      17.49        4.91        10.18
S&P MidCap 400 ® Index
(reflects no deduction for fees, expenses or taxes)
     17.88        5.15        10.53
Lipper Mid-Cap Core Classification Average
(reflects no deduction for taxes or certain expenses)
     15.59        2.23        8.89

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Walter A. French      Senior Vice President      March 2001
David A. Friar      Assistant Vice President      March 2001

 

Section 1     Fund Summaries

 

 

39


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    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, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

40

Section 1     Fund Summaries


Nuveen Mid Cap Select Fund

 

Investment Objective

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

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 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

       Class A      Class C      Class I  
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
     5.75%         None         None   

Maximum Deferred Sales Charge (Load)

(as a percentage of the lesser of purchase price or redemption proceeds) 1

     None         1.00%         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None   
Exchange Fee      None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000) 2      $15         $15         $15   

Annual Fund Operating Expenses

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

        
       Class A      Class C      Class I  
Management Fees      0.90%         0.90%         0.90%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.00%   
Other Expenses 3      0.69%         0.69%         0.69%   
Total Annual Fund Operating Expenses      1.84%         2.59%         1.59%   
Fee Waivers and/or Expense Reimbursements 4      (0.43)%         (0.43)%         (0.43)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.41%         2.16%         1.16%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

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

 

4 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 1.41%, 2.16% and 1.16% for Class A, Class C and Class I shares, respectively. Fee waivers and/or expense reimbursements will not be terminated prior to that time without the approval of the Fund’s board of directors.

 

Section 1     Fund Summaries

 

 

41


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, 2014. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption             No Redemption         
       A      C      I             A      C      I         
1 Year    $ 710       $ 219       $ 118          $ 710       $ 219       $ 118      
3 Years    $ 1,081       $ 765       $ 460          $ 1,081       $ 765       $ 460      
5 Years    $ 1,476       $ 1,337       $ 825          $ 1,476       $ 1,337       $ 825      
10 Years    $ 2,576       $ 2,893       $ 1,853            $ 2,576       $ 2,893       $ 1,853        

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 198% of the average value of its portfolio.

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 mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the market capitalization range of the companies in the Russell Midcap ® Index immediately after its most recent reconstitution prior to such purchase. It is expected that reconstitution of the index will occur each year at the end of June. Immediately after the most recent reconstitution, the range was $699 million to $19.2 billion.

In selecting stocks, the Fund’s sub-adviser invests in companies that it believes meet one or more of the following criteria:

 

 

Attractively valued relative to other companies in the same industry or market.

 

 

Strong or improving cash flows, revenue and earnings growth, or other fundamentals.

 

 

Strong competitive position.

 

 

An identifiable catalyst that could increase the value of the company’s stock over the next one or two years.

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.

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.

 

42

Section 1     Fund Summaries


Principal Risks

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

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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

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

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/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 28.88% and -22.43%, respectively, for the quarters ended June 30, 2003 and December 31, 2008.

 

Section 1     Fund Summaries

 

 

43


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.

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.

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

 

      

Average Annual Total Returns

for the Periods Ended
December 31, 2012

 
         1 Year        5 Years        10 Years  
Class A (return before taxes)        8.16        (0.04 )%         6.65
Class A (return after taxes on distributions)        8.08        (0.07 )%         6.64
Class A (return after taxes on distributions and sale of Fund shares)        5.41        (0.04 )%         5.86
Class C (return before taxes)        13.97        0.40        6.49
Class I (return before taxes)        15.07        1.39        7.55
Russell Midcap ® Index (reflects no deduction for fees, expenses or taxes)        17.28        3.57        10.65
Lipper Mid-Cap Core Classification Average
(reflects no deduction for taxes or certain expenses)
       15.59        2.23        8.89

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Anthony R. Burger, CFA      Senior Vice President      May 2005
Scott M. Tonneson, CFA      Vice President      February 2012

 

44

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 I
Eligibility and Minimum Initial Investment     

$3,000 for all accounts except:

 

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

 

• $2,000 for Coverdell Education Savings Accounts.

 

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

 

• No minimum for retirement plans.

  

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

 

$100,000 for all accounts except:

 

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

 

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

Minimum Additional Investment      $100    No minimum.

Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

Proposed Reorganization of Nuveen Mid Cap Select Fund into Nuveen Symphony Mid-Cap Core Fund

The Board of Directors/Trustees of Nuveen Investment Funds, Inc. (“ NIF ”) and Nuveen Investment Trust II (“ NIT II ”) has approved the reorganization of Nuveen Mid Cap Select Fund (the “ Acquired Fund ”), a series of NIF, into Nuveen Symphony Mid-Cap Core Fund (the “ Acquiring Fund ”), a series of NIT II. 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 late August 2013. 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 July 2013.

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.

 

Section 1     Fund Summaries

 

 

45


Nuveen Mid Cap Value Fund

 

Investment Objective

The investment objective of the Fund is capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 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         None         None         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         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None         None         None   
Exchange Fee      None         None         None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000) 2      $15         $15         $15         None         $15   

Annual Fund Operating Expenses

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

       Class A      Class B      Class C      Class R3      Class I  
Management Fees      0.90%         0.90%         0.90%         0.90%         0.90%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         1.00%         0.50%         0.00%   
Other Expenses 3      0.32%         0.32%         0.32%         0.32%         0.32%   
Total Annual Fund Operating Expenses      1.47%         2.22%         2.22%         1.72%         1.22%   
Fee Waivers and/or Expense Reimbursements 3,4      (0.13)%         (0.13)%         (0.13)%         (0.13)%         (0.13)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.34%         2.09%         2.09%         1.59%         1.09%   
1 The contingent deferred sales charge (“ 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 Other Expenses and Fee Waivers and/or Expense Reimbursements have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 1.34%, 2.09%, 2.09%, 1.59% and 1.09% 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.

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, 2014. 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    $ 704       $ 712       $ 212       $ 162       $ 111          $ 704       $ 212       $ 212       $ 162       $ 111      
3 Years    $ 1,001       $ 982       $ 682       $ 529       $ 374          $ 1,001       $ 682       $ 682       $ 529       $ 374      
5 Years    $ 1,320       $ 1,278       $ 1,178       $ 921       $ 658          $ 1,320       $ 1,178       $ 1,178       $ 921       $ 658      
10 Years    $ 2,221       $ 2,355       $ 2,544       $ 2,019       $ 1,466            $ 2,221       $ 2,355       $ 2,544       $ 2,019       $ 1,466        

 

46

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 140% of the average value of its portfolio.

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 mid-capitalization companies, defined as companies that have market capitalizations at the time of purchase within the market capitalization range of the companies in the Russell Midcap ® Index immediately after its most recent reconstitution prior to such purchase. It is expected that reconstitution of the index will occur each year at the end of June. Immediately after the most recent reconstitution, the range was $699 million to $19.2 billion.

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. 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.

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 the Fund include:

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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

Investment Focus Risk —Different types of stocks tend to shift in and out of favor depending on market and economic conditions. The Fund emphasizes a value style of investing and therefore seeks undervalued companies with characteristics for improved valuations; such companies are subject to the risk that the valuations never improve.

 

Section 1     Fund Summaries

 

 

47


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

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/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 18.57% and -21.15%, respectively, for the quarters ended September 30, 2009 and September 30, 2011.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. 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.

 

48

Section 1     Fund Summaries


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.

 

     Average Annual Total Returns
for the Periods Ended December 31, 2012
 
       1 Year        5 Years        10 Years  
Class A (return before taxes)      3.63        (1.16 )%         7.61
Class A (return after taxes on distributions)      3.42        (1.31 )%         7.11
Class A (return after taxes on distributions and sale of Fund shares)      2.54        (1.00 )%         6.61
Class B (return before taxes)      4.17        (0.92 )%         7.45
Class C (return before taxes)      9.16        (0.73 )%         7.44
Class R3 (return before taxes)      9.66        (0.24 )%         8.02
Class I (return before taxes)      10.24        0.26        8.52
Russell Midcap ® Value Index (reflects no deduction for fees, expenses or taxes)      18.51        3.79        10.63
Lipper Mid-Cap Value Classification Average
(reflects no deduction for taxes or certain expenses)
     17.08        2.88        9.15

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

David A. Chalupnik, CFA      Managing Director      April 2012
Karen L. Bowie, CFA      Senior Vice President      April 2012

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Fund either through a financial advisor or other financial intermediary or directly from the Fund. 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.

 

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49


Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

50

Section 1     Fund Summaries


Nuveen Quantitative Enhanced Core Equity Fund

 

Investment Objective

The investment objective of the Fund is to provide, over the long term, a total return that exceeds the total return 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 99 of the Fund’s prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

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

 

Annual Fund Operating Expenses

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

        
       Class A      Class C      Class I  
Management Fees      0.50%         0.50%         0.50%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.00%   
Other Expenses 3      0.27%         0.28%         0.28%   
Acquired Fund Fees and Expenses      0.02%         0.02%         0.02%   
Total Annual Fund Operating Expenses      1.04%         1.80%         0.80%   
Fee Waivers and/or Expense Reimbursements 4      (0.32)%         (0.33)%         (0.33)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      0.72%         1.47%         0.47%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

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

 

4 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 0.70%, 1.45% and 0.45% for Class A, Class C and Class I shares, respectively. Fee waivers and/or expense reimbursements will not be terminated prior to that time without the approval of the Fund’s board of directors.

 

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51


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, 2014. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption        No Redemption      
       A        C        I             A      C      I         
1 Year    $ 74         $ 150         $ 48          $ 74       $ 150       $ 48      
3 Years    $ 299         $ 534         $ 222          $ 299       $ 534       $ 222      
5 Years    $ 543         $ 944         $ 412          $ 543       $ 944       $ 412      
10 Years    $ 1,242         $ 2,089         $ 959            $ 1,242       $ 2,089       $ 959        

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 137% 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. The Fund will seek to achieve its investment objective by primarily investing in companies that have market capitalizations at the time of purchase within the range of market capitalizations of companies in the S&P 500 Index. The S&P 500 Index is an unmanaged index of 500 stocks chosen for market size, liquidity and industry group representation, with a focus on the large cap segment of the market. The market capitalizations of companies in the S&P 500 Index ranged from approximately $1.8 billion to $427.7 billion as of January 31, 2013, with an average market capitalization of approximately $28.2 billion. Although the Fund may from time to time emphasize smaller or larger capitalization companies within this range as a result of the quantitative process discussed below, the sub-adviser anticipates that generally the Fund’s capitalization weightings will be similar to those of the S&P 500 Index. The Fund’s investments may include common stocks of non-U.S. issuers which are listed on a U.S. stock exchange.

The Fund is actively managed using a proprietary quantitative process which projects a stock’s performance based upon a variety of factors, such as the stock’s growth or value style, market capitalization, earnings volatility, earnings yield, financial leverage and currency sensitivity. This process tracks the historical performance of each of these factors against relevant economic and market variables, and then determines how each of the factors is expected to perform given today’s economic conditions. The process then measures the relative sensitivity of each of the stocks in the Fund’s investable universe to the various factors and projects each stock’s performance based on this sensitivity. Stocks are selected for purchase or sale using an optimization formula which is designed to maximize the Fund’s overall projected return within the constraints that have been established to limit the Fund’s tracking error as compared to the S&P 500 Index.

The Fund may buy and sell stock index futures contracts. The Fund may use futures contracts to manage market or business risk or enhance the Fund’s return. The Fund may also invest in exchange-traded funds in order to reduce cash balances in the Fund and increase the level of Fund assets exposed to common stocks.

 

52

Section 1     Fund Summaries


Principal Risks

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

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

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

Investment Strategy Risk —The Fund is managed using a proprietary quantitative process. There can be no assurance that this quantitative process will perform as anticipated or enable the Fund to achieve its objective.

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.

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.

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

The bar chart below shows the variability of the Fund’s performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures.

Class A Annual Total Return

 

LOGO

During the five-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 14.99% and -20.58%, respectively, for the quarters ended June 30, 2009 and December 31, 2008.

 

Section 1     Fund Summaries

 

 

53


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.

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

 

              Average Annual Total Returns
for the Periods Ended
December 31,  2012
 
       Inception
Date
       1 Year        5 Years        Since
Inception
 
Class A (return before taxes)      7/31/07           12.88        0.07        0.73
Class A (return after taxes on distributions)           9.75        (0.73 )%         (0.08 )% 
Class A (return after taxes on distributions and sale of Fund shares)           8.72        (0.27 )%         0.29
Class C (return before taxes)      7/31/07           12.01        (0.67 )%         (0.01 )% 
Class I (return before taxes)      7/31/07           13.15        0.32        0.98
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)           16.00        1.66        1.86
Lipper Large-Cap Core Classification Average
(reflects no deduction for taxes or certain expenses)
                14.95        0.68        1.06

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Walter A. French      Senior Vice President      July 2007
David R. Cline      Vice President      July 2007
David A. Friar      Assistant Vice President      July 2007
Keith B. Hembre      Managing Director      July 2007

 

54

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    Class C    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 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.

Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

Proposed Reorganization of Nuveen Quantitative Enhanced Core Equity Fund into Nuveen Symphony Low Volatility Equity Fund (formerly Nuveen Symphony Optimized Alpha Fund)

The Board of Directors/Trustees of Nuveen Investment Funds, Inc. (“ NIF ”) and Nuveen Investment Trust II (“ NIT II ”) has approved the reorganization of Nuveen Quantitative Enhanced Core Equity Fund (the “ Acquired Fund ”), a series of NIF, into Nuveen Symphony Low Volatility Equity Fund (the “ Acquiring Fund ”), a series of NIT II. 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 late August 2013. 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 July 2013.

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.

 

Section 1     Fund Summaries

 

 

55


Nuveen Small Cap Growth Opportunities Fund

 

Investment Objective

The investment objective of the Fund is growth of capital.

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 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 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         None         None         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         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None         None         None   
Exchange Fee      None         None         None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000) 2      $15         $15         $15         None         $15   

Annual Fund Operating Expenses

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

       Class A      Class B      Class C      Class R3      Class I  
Management Fees      1.00%         1.00%         1.00%         1.00%         1.00%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         1.00%         0.50%         0.00%   
Other Expenses 3      0.45%         0.45%         0.44%         0.44%         0.45%   
Total Annual Fund Operating Expenses      1.70%         2.45%         2.44%         1.94%         1.45%   
Fee Waivers and/or Expense Reimbursements 4      (0.23)%         (0.23)%         (0.22)%         (0.22)%         (0.23)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.47%         2.22%         2.22%         1.72%         1.22%   
1 The contingent deferred sales charge (“ 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 Other Expenses have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 1.47%, 2.22%, 2.22%, 1.72% and 1.22% 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.

 

56

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, 2014. 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   $ 716       $ 725       $ 225       $ 175       $ 124          $ 716       $ 225       $ 225       $ 175       $ 124      
3 Years   $ 1,059       $ 1,042       $ 740       $ 588       $ 436          $ 1,059       $ 742       $ 740       $ 588       $ 436      
5 Years   $ 1,425       $ 1,385       $ 1,281       $ 1,027       $ 770          $ 1,425       $ 1,285       $ 1,281       $ 1,027       $ 770      
10 Years   $ 2,450       $ 2,583       $ 2,760       $ 2,247       $ 1,716            $ 2,450       $ 2,583       $ 2,760       $ 2,247       $ 1,716        

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 118% of the average value of its portfolio.

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 small-capitalization companies, defined as companies that have market capitalizations of less than $3 billion 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.

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 the Fund include:

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management risks, and transaction costs which could leave the Fund in a worse position than if it had not

 

Section 1     Fund Summaries

 

 

57


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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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

Investment Focus Risk —Different types of stocks tend to shift in and out of favor depending on market and economic conditions. The Fund emphasizes a growth style of investing and therefore seeks companies experiencing high rates of current growth; such companies may be more volatile than other types of investments.

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.

Small-Cap Stock Risk —Small-cap stocks may involve greater risks than large-cap stocks. 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.

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 34.11% and -28.23%, respectively, for the quarters ended June 30, 2003 and December 31, 2008.

 

58

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.

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.

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.

 

       Average Annual Total Returns
for the Periods Ended December 31, 2012
 
         1 Year        5 Years        10 Years  
Class A (return before taxes)        4.62        2.99        8.17
Class A (return after taxes on distributions)        2.88        2.60        6.56
Class A (return after taxes on distributions and sale of Fund shares)        4.21        2.45        6.35
Class B (return before taxes)        5.21        3.26        8.00
Class C (return before taxes)        10.19        3.45        8.01
Class R3 (return before taxes)        10.74        3.96        8.60
Class I (return before taxes)        11.26        4.47        9.08
Russell 2000 ® Growth Index
(reflects no deduction for fees, expenses or taxes)
       14.59        3.49        9.80
Lipper Small-Cap Growth Classification Average
(reflects no deduction for taxes or certain expenses)
       13.09        2.49        8.97

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Robert S. McDougall, CFA      Senior Vice President      May 2004
Jon A. Loth, CFA      Vice President      October 2007

 

Section 1     Fund Summaries

 

 

59


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, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

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Section 1     Fund Summaries


Nuveen Small Cap Index Fund

 

Investment Objective

The investment objective of the Fund is to provide investment results that correspond to the performance of the Russell 2000 ® Index (Russell 2000 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 99 of the Fund’s prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

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

Annual Fund Operating Expenses

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

           
       Class A      Class C      Class R3      Class I  
Management Fees      0.35%         0.35%         0.35%         0.35%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.50%         0.00%   
Other Expenses 3      0.66%         0.64%         0.66%         0.64%   
Acquired Fund Fees and Expenses      0.06%         0.06%         0.06%         0.06%   
Total Annual Fund Operating Expenses      1.32%         2.05%         1.57%         1.05%   
Fee Waivers and/or Expense Reimbursements 4      (0.43)%         (0.41)%         (0.43)%         (0.41)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      0.89%         1.64%         1.14%         0.64%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

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

 

4 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 0.83%, 1.58%, 1.08% and 0.58% for Class A, 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

 

 

61


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, 2014. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption             No Redemption
       A      C      R3      I             A      C      R3      I         
1 Year    $ 91       $ 167       $ 116       $ 65          $ 91       $ 167       $ 116       $ 65      
3 Years    $ 376       $ 603       $ 454       $ 293          $ 376       $ 603       $ 454       $ 293      
5 Years    $ 682       $ 1,066       $ 815       $ 540          $ 682       $ 1,066       $ 815       $ 540      
10 Years    $ 1,553       $ 2,347       $ 1,831       $ 1,246            $ 1,553       $ 2,347       $ 1,831       $ 1,246        

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 20% of the average value of its portfolio.

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 Russell 2000 Index. This index measures the performance of the 2,000 smallest companies in the Russell 3000 Index (which is made up of the 3,000 largest U.S. companies based on total market capitalization). Reconstitution of the index occurs annually. As of January 31, 2013, market capitalizations of companies in the Russell 2000 Index ranged from approximately $33.1 million to $5.3 billion.

The Fund’s sub-adviser believes that the Fund’s objective can best be achieved by investing in common stocks of at least 90% of the issues included in the Russell 2000 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 practicable, the composition of the Russell 2000 Index.

Because the Fund may not always hold all of the stocks included in the Russell 2000 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 Russell 2000 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 Russell 2000 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 Russell 2000 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 Russell 2000 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 Russell 2000 Index, and to reduce transaction costs.

 

62

Section 1     Fund Summaries


Principal Risks

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

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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.

Failure to Match Index Performance —The Fund may not replicate the performance of the Russell 2000 Index.

Small-Cap Stock Risk —Small-cap stocks may involve greater risks than large-cap stocks. 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.

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

The bar chart below shows the variability of the Fund’s performance from year to year for Class A shares. The performance of the other share classes will differ due to their different expense structures.

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 22.96% and -25.79%, 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. 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

 

Section 1     Fund Summaries

 

 

63


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.

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.

 

    

Average Annual Total Returns

for the Periods Ended December 31, 2012

 
       1 Year      5 Years      10 Years  
Class A (return before taxes)      15.74      3.17      9.08
Class A (return after taxes on distributions)      14.93      2.41      7.99
Class A (return after taxes on distributions and sale of Fund shares)      11.23      2.47      7.75
Class C (return before taxes)      14.90      2.39      8.23
Class R3 (return before taxes)      15.40      2.88      8.78
Class I (return before taxes)      16.00      3.42      9.31
Russell 2000 ® Index (reflects no deduction for fees, expenses or taxes)      16.35      3.56      9.72
Lipper Small-Cap Core Classification Average
(reflects no deduction for taxes or certain expenses)
     14.74      3.28      9.42

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Walter A. French      Senior Vice President      March 2001
David A. Friar      Assistant Vice President      March 2001

 

64

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    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, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

Section 1     Fund Summaries

 

 

65


Nuveen Small Cap Select Fund

 

Investment Objective

The investment objective of the Fund is capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 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         None         None         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         None   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends      None         None         None         None         None   
Exchange Fee      None         None         None         None         None   
Annual Low Balance Account Fee (for accounts under $1,000) 2      $15         $15         $15         None         $15   

Annual Fund Operating Expenses

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

       Class A      Class B      Class C      Class R3      Class I  
Management Fees      0.88%         0.88%         0.88%         0.88%         0.88%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         1.00%         0.50%         0.00%   
Other Expenses 3      0.22%         0.22%         0.22%         0.22%         0.22%   
Acquired Fund Fees and Expenses      0.01%         0.01%         0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses      1.36%         2.11%         2.11%         1.61%         1.11%   
1 The contingent deferred sales charge (“ 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 Other Expenses have been restated to reflect current contractual fees.

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    $ 706       $ 714       $ 214       $ 164       $ 113          $ 706       $ 214       $ 214       $ 164       $ 113      
3 Years    $ 981       $ 961       $ 661       $ 508       $ 353          $ 981       $ 661       $ 661       $ 508       $ 353      
5 Years    $ 1,277       $ 1,234       $ 1,134       $ 876       $ 612          $ 1,277       $ 1,134       $ 1,134       $ 876       $ 612      
10 Years    $ 2,116       $ 2,250       $ 2,441       $ 1,911       $ 1,352            $ 2,116       $ 2,250       $ 2,441       $ 1,911       $ 1,352        

 

66

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 71% 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 common stocks of small-capitalization companies, defined as companies that have market capitalizations of less than $3 billion at the time of purchase.

In selecting stocks, the Fund’s sub-adviser invests in companies that it believes meet one or more of the following criteria:

 

 

Attractively valued relative to other companies in the same industry or market.

 

Strong or improving cash flows, revenue and earnings growth, or other fundamentals.

 

Strong competitive position.

 

Strong management teams.

 

An identifiable catalyst that could increase the value of the company’s stock over the next one or two years.

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.

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 the Fund include:

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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.

 

Section 1     Fund Summaries

 

 

67


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.

Small-Cap Stock Risk —Small-cap stocks may involve greater risks than large-cap stocks. 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.

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 21.20% and -23.68%, respectively, for the quarters ended December 31, 2011 and September 30, 2011.

The table below shows the variability of the Fund’s average annual returns and how they compare over the time periods indicated with those of a broad measure of market performance and an index of funds with similar investment objectives. 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.

 

68

Section 1     Fund Summaries


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.

 

     Average Annual Total Returns
for the Periods Ended December 31, 2012
 
       1 Year        5 Years        10 Years  
Class A (return before taxes)      5.63        2.81        8.84
Class A (return after taxes on distributions)      2.62        2.14        6.92
Class A (return after taxes on distributions and sale of Fund shares)      6.31        2.28        7.03
Class B (return before taxes)      6.77        3.09        8.66
Class C (return before taxes)      11.22        3.24        8.67
Class R3 (return before taxes)      11.82        3.77        9.26
Class I (return before taxes)      12.37        4.29        9.76
Russell 2000 ® Index (reflects no deduction for fees, expenses or taxes)      16.35        3.56        9.72
Lipper Small-Cap Core Classification Average
(reflects no deduction for taxes or certain expenses)
     14.74        3.28        9.42

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

Allen D. Steinkopf, CFA      Senior Vice President      July 2004
Mark A. Traster, CFA      Vice President      December 2008

 

Section 1     Fund Summaries

 

 

69


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, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

70

Section 1     Fund Summaries


Nuveen Small Cap Value Fund

 

Investment Objective

The investment objective of the Fund is capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Nuveen Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and in “What Share Classes We Offer” on page 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

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

 

Annual Fund Operating Expenses

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

           
       Class A      Class C      Class R3      Class I  
Management Fees      0.90%         0.90%         0.90%         0.90%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.50%         0.00%   
Other Expenses 3      0.41%         0.42%         0.41%         0.42%   
Acquired Fund Fees and Expenses      0.01%         0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses      1.57%         2.33%         1.82%         1.33%   
Fee Waivers and/or Expense Reimbursements 3,4      (0.06)%         (0.07)%         (0.06)%         (0.07)%   
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements      1.51%         2.26%         1.76%         1.26%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

3 Other Expenses and Fee Waivers and/or Expense Reimbursements have been restated to reflect current contractual fees.

 

4 The Fund’s investment adviser has contractually agreed to waive fees and/or reimburse other Fund expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding Acquired Fund Fees and Expenses, do not exceed 1.50%, 2.25%, 1.75% and 1.25% for Class A, 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.

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, 2014. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     Redemption              No Redemption         
       A      C      R3      I             A      C      R3      I         
1 Year    $ 720       $ 229       $ 179       $ 128          $ 720       $ 229       $ 179       $ 128      
3 Years    $ 1,037       $ 721       $ 567       $ 415          $ 1,037       $ 721       $ 567       $ 415      
5 Years    $ 1,376       $ 1,239       $ 980       $ 722          $ 1,376       $ 1,239       $ 980       $ 722      
10 Years    $ 2,330       $ 2,661       $ 2,132       $ 1,595            $ 2,330       $ 2,661       $ 2,132       $ 1,595        

 

Section 1     Fund Summaries

 

 

71


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 46% of the average value of its portfolio.

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 small-capitalization companies, defined as companies that have market capitalizations of less than $3 billion at the time of purchase.

In selecting stocks, the Fund’s sub-adviser invests in companies that it believes meet at least two of the following criteria:

 

 

Undervalued relative to other companies in the same industry or market;

 

Good or improving fundamentals; and

 

An identifiable catalyst that could close the gap between market value and fair value over the next one to two years.

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.

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 the Fund include:

Derivatives Risk —The use of derivatives involves additional risks, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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

Investment Focus Risk —Different types of stocks tend to shift in and out of favor depending on market and economic conditions. The Fund emphasizes a value style of investing and therefore seeks undervalued companies with characteristics for improved valuations; such companies are subject to the risk that the valuations never improve.

 

72

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.

Small-Cap Stock Risk —Small-cap stocks may involve greater risks than large-cap stocks. 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.

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

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

Class A Annual Total Return

 

LOGO

During the ten-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 19.73% and -22.12%, respectively, for the quarters ended December 31, 2011 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.

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

 

 

73


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.

 

     Average Annual Total Returns
for the Periods Ended
December 31, 2012
 
       1 Year      5 Years      10 Years  
Class A (return before taxes)      7.62      2.71      8.72
Class A (return after taxes on distributions)      7.56      2.65      7.29
Class A (return after taxes on distributions and sale of Fund shares)      5.04      2.30      7.24
Class C (return before taxes)      13.34      3.16      8.55
Class R3 (return before taxes)      13.95      3.69      9.15
Class I (return before taxes)      14.43      4.19      9.63
Russell 2000 ® Value Index
(reflects no deduction for fees, expenses or taxes)
     18.05      3.55      9.50
Lipper Small-Cap Value Classification Average
(reflects no deduction for taxes or certain expenses)
     16.27      4.26      9.88

Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Manager

 

Name

    

Title

    

Portfolio Manager of Fund Since

Karen L. Bowie, CFA      Senior Vice President      July 2005

 

74

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, unless you are investing through a tax-deferred account, such as an IRA or 401(k) plan.

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

Section 1     Fund Summaries

 

 

75


Nuveen Tactical Market Opportunities Fund

 

Investment Objective

The investment objective of the Fund is to earn a positive total return over a reasonable period of time, regardless of market conditions.

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 99 of the Fund’s prospectus, “How to Reduce Your Sales Charge” on page 102 of the prospectus and “Purchase and Redemption of Fund Shares” on page S-99 of the Fund’s statement of additional information.

Shareholder Fees

(fees paid directly from your investment)

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

 

Annual Fund Operating Expenses

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

        
       Class A      Class C      Class I  
Management Fees      0.77%         0.77%         0.77%   
Distribution and/or Service (12b-1) Fees      0.25%         1.00%         0.00%   
Other Expenses 3      0.15%         0.14%         0.15%   
Acquired Fund Fees and Expenses      0.17%         0.17%         0.17%   
Total Annual Fund Operating Expenses      1.34%         2.08%         1.09%   
1 The contingent deferred sales charge on Class C shares applies only to redemptions within 12 months of purchase.

 

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

 

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

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      C      I             A      C      I         
1 Year      $ 704       $ 211       $ 111          $ 704       $ 211       $ 111      
3 Years      $ 975       $ 652       $ 347          $ 975       $ 652       $ 347      
5 Years      $ 1,267       $ 1,119       $ 601          $ 1,267       $ 1,119       $ 601      
10 Years      $ 2,095       $ 2,410       $ 1,329            $ 2,095       $ 2,410       $ 1,329        

 

76

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 189% of the average value of its portfolio.

Principal Investment Strategies

Under normal market conditions, the Fund will seek to outperform the Merrill Lynch 3 Month Treasury Bill Index (the “ Treasury Bill Index ”) by 400 basis points, or 4%, on an annualized basis. The Treasury Bill Index is comprised of a single U.S. Treasury issue with approximately three months to final maturity, purchased at the beginning of each month and held for one full month. At the end of the month, that issue is sold and rolled into a newly selected issue. U.S. Treasury bills are backed by the full faith and credit of the U.S. government, and are generally considered a risk free investment. Investing in the Fund, on the other hand, involves certain risks, including the risk of loss. In addition, an investment in the Fund will be more volatile than an investment in U.S. Treasury bills. The Fund’s portfolio managers will manage volatility by attempting to limit the Fund’s tracking error relative to the Treasury Bill Index to a level consistent with achieving the return that the Fund is seeking.

The Fund seeks to outperform the Treasury Bill Index over a reasonable period of time, although there is no guarantee that it will be able to do so. Over shorter periods of time, investment returns will fluctuates as market conditions vary and may be lower than those of the Treasury Bill Index. Thus, the Fund is designed for investors with longer term investment horizons—generally at least three years or more.

The Fund seeks to achieve its objective by investing its assets across the following asset classes:

 

   

U.S., international and emerging market equity securities,

   

U.S., international and emerging market debt securities, including high-yield debt securities,

   

Commodities,

   

Currencies, and

   

High quality, short-term debt securities and money market funds.

The Fund gains exposure to the above asset classes (i) by investing in derivative instruments and exchange-traded funds (“ ETFs ”), (ii) by creating custom baskets of equity and debt securities, where each basket is designed to track the performance of a particular securities index (such as an industry, sector, country or region index) within certain parameters, and (iii) by investing directly in U.S. Treasury obligations, non-U.S. government obligations that have an investment grade rating from at least one rating agency and money market funds.

The Fund will use derivative instruments such as options; futures contracts, including futures on equity and commodities indices, interest rate futures and currency futures; options on futures contracts; interest rate caps and floors; foreign currency contracts; options on foreign currencies; interest rate, total return, currency and credit default swaps; and options on the foregoing types of swap agreements. Derivatives may be entered into on established exchanges, either in the U.S. or in non-U.S. countries, or through privately negotiated transactions referred to as over-the-counter derivatives. In using derivatives, the Fund may take both long positions (the values of which move in the same direction as the prices of the underlying investment, pool of investments, index or currency) and short positions (the values of which move in the opposite direction from the price of the underlying investment, pool of investments, index or currency).

The Fund’s sub-adviser may allocate the Fund’s assets among the different asset classes in different proportions at different times. The Fund is not required to allocate its investments among the asset classes in any fixed proportion, nor is it limited by investment style or by the issuer’s location, size, market capitalization or industry sector. The Fund may have none or some of its assets invested in each asset class in relative proportions that change over time based on market and economic conditions.

The sub-adviser allocates assets among the various asset classes based on its forecasted returns and its risk assessment for each asset class. The sub-adviser will seek to take advantage of both investment opportunities that are

 

Section 1     Fund Summaries

 

 

77


believed to have a high probability of success (long investment) and a high probability of failure (short investment). The sub-adviser regularly assesses and manages the overall risk profile of the Fund’s portfolio, based on the Fund’s exposure to each asset class, the volatility of the asset classes, and the correlation of returns among the different asset classes.

Principal Risks

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

Commodities Risk —Commodities markets historically have been extremely volatile, and the performance of securities that provide exposure to those markets therefore also may be highly volatile.

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, such as liquidity, interest rate, counterparty, market, credit and management 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. Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

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.

ETF Risk —An ETF is subject to the risks of the underlying securities that it holds. In addition, for index-based ETFs the performance of an ETF may diverge from the performance of such index (commonly known as tracking error). ETFs are subject to fees and expenses (like management fees and operating expenses) that do not apply to an index, and the Fund will indirectly bear its proportionate share of any such fees and expenses paid by the ETFs in which it invests.

Frequent Trading Risk —Frequent trading of portfolio securities may produce capital gains, which are taxable to shareholders when distributed. Frequent trading may also increase the amount of commissions or mark-ups to broker-dealers that the Fund pays when it buys and sells securities, which may detract from the Fund’s performance.

High Yield Securities Risk —High yield securities are high risk investments that may cause income and principal losses for the Fund. They generally have greater credit risk, are less liquid and have more volatile prices than investment grade securities.

Interest Rate Risk —Interest rate risk is the risk that the value of the Fund’s portfolio will decline because of rising interest rates. When interest rates change, the values of longer-duration debt securities usually change more than the values of shorter-duration debt securities.

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

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.

 

78

Section 1     Fund Summaries


Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.nuveen.com/performance or by calling (800) 257-8787.

The bar chart below shows the variability of the Fund’s performance from year to year for Class I shares. The performance of the other share classes will differ due to their different expense structures.

Class I Annual Total Return

 

LOGO

During the three-year period ended December 31, 2012, the Fund’s highest and lowest quarterly returns were 4.45% and -0.20%, respectively, for the quarters ended September 30, 2010 and June 30, 2010.

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 I shares only; after-tax returns for other share classes will vary. Your own actual after-tax returns will depend on your specific tax situation and may differ from what is shown here. After-tax returns are not relevant to investors who hold Fund shares in tax-deferred accounts such as IRAs or employer-sponsored retirement plans.

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

 

              Average Annual Total Returns
for the Periods Ended
December 31, 2012
 
       Inception
Date
       1 Year        Since
Inception
(Class A
& Class C)
       Since
Inception
(Class I)
 
Class A (return before taxes)      2/24/11           (3.73 )%         2.87        N/A   
Class C (return before taxes)      2/24/11           1.27        4.08        N/A   
Class I (return before taxes)      12/30/09           2.37        N/A           5.20
Class I (return after taxes on distributions)           2.01        N/A           4.77
Class I (return after taxes on distributions and sale of Fund shares)                 1.60        N/A           4.23
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index
(reflects no deduction for fees, expenses or taxes)
           0.11        0.10        0.11
Lipper Flexible Portfolio Classification Average
(reflects no deduction for taxes or certain expenses)
           8.76        2.92        6.71

 

Section 1     Fund Summaries

 

 

79


Management

Investment Adviser

Nuveen Fund Advisors, LLC

Sub-Adviser

Nuveen Asset Management, LLC

Portfolio Managers

 

Name

    

Title

    

Portfolio Manager of Fund Since

David R. Cline      Vice President      December 2009
Walter A. French      Senior Vice President      December 2009
David A. Friar      Assistant Vice President      December 2009
Keith B. Hembre, CFA      Managing Director      December 2009
Derek B. Bloom, CFA      Vice President      February 2011

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange shares of the Fund either through a financial advisor or other financial intermediary or directly from the Fund. The Fund’s initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases:

 

         Class A and Class C    Class I
Eligibility and Minimum Initial Investment     

$3,000 for all accounts except:

 

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

 

•$2,000 for Coverdell Education Savings Accounts.

 

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

 

•No minimum for retirement plans.

  

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

 

$100,000 for all accounts except:

 

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

 

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

Minimum Additional Investment      $100    No minimum.

Tax Information

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

 

80

Section 1     Fund Summaries


Section 2     How We Manage Your Money

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

 

LOGO

Nuveen Fund Advisors, LLC (“ Nuveen Fund Advisors ”), the Funds’ investment adviser, offers advisory and investment management services to a broad range of mutual fund clients. Nuveen Fund Advisors has overall responsibility for management of the Funds, oversees the management of the Funds’ portfolios, manages the Funds’ business affairs and provides certain clerical, bookkeeping and other administrative services. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Fund Advisors is a subsidiary of Nuveen Investments, Inc. (“ Nuveen Investments ”). On November 13, 2007, Nuveen Investments was acquired by investors led by Madison Dearborn Partners, LLC, which is a private equity investment firm based in Chicago, Illinois. The Nuveen family of advisers has been providing advice to investment companies since 1976, and had $220 billion of assets under management as of September 30, 2012.

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

In addition to Nuveen Asset Management, Altrinsic Global Advisors, LLC (“ Altrinsic ”) serves as a sub-adviser for Nuveen International Fund and Altrinsic and Lazard Asset Management LLC (“ Lazard ”) serve as sub-advisers for Nuveen International Select Fund.

Altrinsic, located at 8 Sound Shore Drive, Greenwich, Connecticut 06830, was established in 2000 and is an employee-controlled and majority-owned firm specializing in global and international investment management. As of December 31, 2012, Altrinsic had assets under management of approximately $12.6 billion. Altrinsic’s investment philosophy is based on value creation and the belief that a company’s valuation is a function of its future financial productivity (i.e., sustainable returns-on-capital relative to cost of capital) adjusted for associated risk. In implementing its philosophy, Altrinsic’s team capitalizes on inefficiencies (i.e. mispriced securities) in the world’s equity markets by taking a long-term view and leveraging proprietary individual-company analysis, global industry knowledge, and a distinctive cross-border frame of reference. Predicated on the time-tested principles of fundamental value investing, Altrinsic’s investment approach is bottom-up, fundamentally driven, internationally focused, and all-cap. Altrinsic has been providing advice to investment companies since 2006.

Lazard, 30 Rockefeller Plaza, New York, New York 10112, is a wholly owned subsidiary of Lazard Frères & Co., LLC. As of December 31, 2012, Lazard had assets under management of approximately $151.7 billion. Lazard employs a

 

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81


bottom-up, relative value approach in selecting stocks that includes proprietary database screening, accounting validation, fundamental analysis, and portfolio construction/risk evaluation. Lazard seeks to identify individual stocks 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. Lazard has been providing advice to investment companies since 1991.

The portfolio managers primarily responsible for the Funds’ management are:

Nuveen Dividend Value Fund. Cori B. Johnson, CFA, has been a portfolio manager of the Fund since August 1994. Ms. Johnson entered the financial services industry in 1981 and joined FAF Advisors, Inc. (“FAF”) in 1985. She joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, she was a Senior Equity Portfolio Manager at FAF.

Derek M. Sadowsky has been a portfolio manager of the Fund since February 2012. Mr. Sadowsky joined FAF in 2010. Prior to his current portfolio management role, he was a senior equity research analyst for the mid- and large-cap research team, specializing in the basic materials sector. Previously, he was an analyst at State Street Global Advisors in charge of the global basic materials sector from 2007 to 2009. He was also an associate at Putnam Investments from 2006 to 2007 where he worked on the global basic materials team. Mr. Sadowsky entered the financial services industry in 1998 and joined Nuveen Asset Management on January 1, 2011 as a Vice President in connection with the firm’s acquisition of a portion of FAF’s asset management business.

Nuveen Equity Index Fund. Walter A. French has been a portfolio manager of the Fund since October 1999. Mr. French entered the financial services industry in 1974 and joined FAF in 1999. He joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was a Senior Equity Portfolio Manager at FAF.

David A. Friar has been a portfolio manager of the Fund since September 2000. Mr. Friar entered the financial services industry in 1998 and joined FAF in 1999. He joined Nuveen Asset Management as a Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was an Equity Portfolio Manager at FAF.

Nuveen International Fund. Nuveen Asset Management allocates the management of the Fund’s assets among the Fund’s sub-advisers.

The following individuals are primarily responsible for the day-to-day management of the portion of the Fund managed by Altrinsic: John Hock, CFA, John L. DeVita, CFA and Rehan Chaudhri.

 

   

Mr. Hock founded Altrinsic in 2000 and has been its Chief Investment Officer since inception. Prior to Altrinsic, Mr. Hock was a portfolio manager with Hansberger Global Investors. He began his global equity career in 1990.

   

Mr. DeVita, Principal, has been a portfolio manager of Altrinsic since its founding in 2000. Prior to Altrinsic, Mr. DeVita was an equity analyst with Arnhold & S. Bleichroeder Advisors and Société Générale Asset Management. He began his global equity career in 1991.

 

82

Section 2     How We Manage Your Money


   

Mr. Chaudhri, Principal, has been a portfolio manager of Altrinsic since 2003. Prior to Altrinsic, Mr. Chaudhri was a portfolio manager with Lazard Asset Management. He began his global equity career in 1993.

The following individuals are primarily responsible for the day-to-day management of the portion of the Fund managed by Nuveen Asset Management: Keith B. Hembre, CFA, Walter A. French, David A. Friar, Derek B. Bloom, CFA, Tracy P. Stouffer, CFA, and Jay L. Rosenberg.

 

   

Mr. Hembre has been a portfolio manager of the Fund since November 2008. Mr. Hembre entered the financial services industry in 1992 and joined FAF in 1997. He joined Nuveen Asset Management as a Managing Director, Chief Economist and Investment Strategist, and Head of Quantitative Strategies on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was Chief Economist and Chief Investment Strategist at FAF.

   

Mr. French has been a portfolio manager of the Fund since November 2008. Information on Mr. French appears above under “Nuveen Equity Index Fund.”

   

Mr. Friar has been a portfolio manager of the Fund since February 2010. Information on Mr. Friar appears above under “Nuveen Equity Index Fund.”

   

Mr. Bloom has been a portfolio manager of the Fund since February 2010. He entered the financial services industry in 2002 and joined FAF in 2003. In 2006 he joined the team managing the international products. He joined Nuveen Asset Management as a Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was a Senior Quantitative Analyst at FAF.

   

Ms. Stouffer has been a portfolio manager of the Fund since June 24, 2013. She joined Nuveen Asset Management on March 1, 2013, in connection with an internal reorganization of certain investment personnel and fund management responsibilities between Nuveen Asset Management and its affiliate, Santa Barbara Asset Management, LLC (“ SBAM ”). Prior thereto, she was an international portfolio manager for SBAM. She joined SBAM in 2008 from WayMark Capital, LLC, an investment management firm where she was a managing partner. Prior to that, she was an international portfolio manager at Dreyfus Founders Funds, Federated Global Investment Management, Clariden Asset Management and TIAA-CREF.

   

Jay L. Rosenberg entered the financial services industry in 1995 and joined FAF in 2005 as Equity Portfolio Manager. He joined Nuveen Asset Management as Managing Director and Portfolio Manager on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business.

Nuveen International Select Fund. Nuveen Asset Management allocates the Fund’s assets among the Fund’s sub-advisers.

The following individuals are primarily responsible for the day-to-day management of the portion of the Fund managed by Altrinsic: John Hock, CFA, John L. DeVita, CFA, and Rehan Chaudhri. Information on Mr. Hock, Mr. DeVita and Mr. Chaudhri appears above under “Nuveen International Fund.”

The following individuals are primarily responsible for the day-to-day management of the portion of the Fund managed by Lazard: James M. Donald and John R. Reinsberg.

 

Section 2     How We Manage Your Money

 

 

83


   

Mr. Donald is a Managing Director and Head of the Emerging Markets Group at Lazard. He joined Lazard in 1996 and is a CFA Charterholder. Mr. Donald has been working in the investment industry for 21 years.

 

   

Mr. Reinsberg is a Deputy Chairman and Head of International and Global Products at Lazard. He also oversees the day-to-day operations of Lazard’s international equity investment team. He joined Lazard in 1992 and has 25 years investment experience.

The following individuals are primarily responsible for the day-to-day management of the portion of the Fund managed by Nuveen Asset Management: Keith B. Hembre, CFA, Walter A. French, David A. Friar and Derek B. Bloom, CFA, Tracy P. Stouffer, CFA, and Jay L. Rosenberg.

 

   

Mr. Hembre has been a portfolio manager of the Fund since December 2006. Information on Mr. Hembre appears above under “Nuveen International Fund.”

   

Mr. French has been a portfolio manager of the Fund since December 2006. Information on Mr. French appears above under “Nuveen Equity Index Fund.”

   

Mr. Friar has been a portfolio manager of the Fund since February 2010. Information on Mr. Friar appears above under “Nuveen Equity Index Fund.”

   

Mr. Bloom has been a portfolio manager of the Fund since February 2010. Information on Mr. Bloom appears above under “Nuveen International Fund.”

   

Ms. Stouffer has been a portfolio manager of the Fund since June 24, 2013. Information on Ms. Stouffer appears above under “Nuveen International Fund.”

   

Mr. Rosenberg has been a portfolio manager of the Fund since June 24, 2013. Information on Mr. Rosenberg appears above under “Nuveen International Fund.”

Nuveen Large Cap Growth Opportunities Fund. Harold R. Goldstein has been a portfolio manager of the Fund since July 2002. Mr. Goldstein entered the financial services industry in 1982 and joined FAF in 2002. He joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was a Senior Equity Portfolio Manager at FAF.

Scott M. Mullinix, CFA, has been a portfolio manager of the Fund since April 2006. Mr. Mullinix entered the financial services industry in 1989 and joined FAF in 2006. He joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was a Senior Equity Portfolio Manager at FAF.

James A. Diedrich, CFA, has been a portfolio manager of the Fund since February 2006. Mr. Diedrich entered the financial services industry in 1984 and joined FAF in 2006. He joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was a Senior Equity Portfolio Manager at FAF.

Nuveen Large Cap Select Fund. David A. Chalupnik, CFA, has been a portfolio manager of the Fund since January 2003. Mr. Chalupnik entered the financial services industry in 1984 and joined FAF in 2002. He joined Nuveen Asset Management as a Managing Director and Head of Equities on

 

84

Section 2     How We Manage Your Money


January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was a Senior Managing Director and Head of Equities at FAF.

Anthony R. Burger, CFA, has been a portfolio manager of the Fund since October 2004. Mr. Burger entered the financial services industry in 1994 and joined FAF in 2003. He joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was Director of Quantitative Equity Research at FAF.

Nuveen Mid Cap Growth Opportunities Fund. James A. Diedrich has been a portfolio manager of the Fund since February 2006. Information on Mr. Diedrich appears above under “Nuveen Large Cap Growth Opportunities Fund.”

Harold R. Goldstein has been a portfolio manager of the Fund since September 2005. Information on Mr. Goldstein appears above under “Nuveen Large Cap Growth Opportunities Fund.”

Scott M. Mullinix has been a portfolio manager of the Fund since April 2006. Information on Mr. Mullinix appears above under “Nuveen Large Cap Growth Opportunities Fund.”

Nuveen Mid Cap Index Fund. Walter A. French has been a portfolio manager of the Fund since March 2001. Information on Mr. French appears above under “Nuveen Equity Index Fund.”

David A. Friar has been a portfolio of the Fund since March 2001. Information on Mr. Friar appears above under “Nuveen Equity Index Fund.”

Nuveen Mid Cap Select Fund. Anthony R. Burger has been a portfolio manager of the Fund since May 2005. Information on Mr. Burger appears above under “Nuveen Large Cap Select Fund.”

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

Nuveen Mid Cap Value Fund. David A. Chalupnik has been a portfolio manager of the Fund since April 2012. Information on Mr. Chalupnik appears above under “Nuveen Large Cap Select Fund.”

Karen L. Bowie, CFA, has been a portfolio manager of the Fund since April 2012. Ms. Bowie has been a portfolio manager on the team managing Small Cap Value since 2005. She entered the financial services industry when she joined FAF in 1984, and she rejoined FAF in 1999. She joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, she was an Equity Portfolio Manager at FAF.

Nuveen Quantitative Enhanced Core Equity Fund. Walter A. French has been a portfolio manager of the Fund since July 2007. Information on Mr. French appears above under “Nuveen Equity Index Fund.”

David R. Cline has been a portfolio manager of the Fund since July 2007. Mr. Cline entered the financial services industry when he joined FAF in 1989. He

 

Section 2     How We Manage Your Money

 

 

85


joined Nuveen Asset Management as a Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was a Senior Equity Portfolio Manager at FAF.

David A. Friar has been a portfolio manager of the Fund since July 2007. Information on Mr. Friar appears above under “Nuveen Equity Index Fund.”

Keith B. Hembre has been a portfolio manager of the Fund since July 2007. Information on Mr. Hembre appears above under “Nuveen International Fund.”

Nuveen Small Cap Growth Opportunities Fund. Robert S. McDougall, CFA, has been a portfolio manager of the Fund since May 2004. He entered the financial services industry in 1988 and joined FAF in 2004. He joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was an Equity Portfolio Manager at FAF.

Jon A. Loth, CFA, has been a portfolio manager of the Fund since October 2007. He entered the financial services industry in 1994 and joined FAF in 2004. He joined Nuveen Asset Management as a Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was an Equity Portfolio Manager at FAF.

Nuveen Small Cap Index Fund. Walter A. French has been a portfolio manager of the Fund since March 2001. Information on Mr. French appears above under “Nuveen Equity Index Fund.”

David A. Friar has been a portfolio manager of the Fund since March 2001. Information on Mr. Friar appears above under “Nuveen Equity Index Fund.”

Nuveen Small Cap Select Fund. Allen D. Steinkopf, CFA, has been a portfolio manager of the Fund since July 2004. He entered the financial services industry in 1993 and joined FAF in 2003. He joined Nuveen Asset Management as a Senior Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was an Equity Portfolio Manager at FAF.

Mark A. Traster, CFA, has been a portfolio manager of the Fund since December 2008. He entered the financial services industry in 1992 and joined FAF in 2004. He joined Nuveen Asset Management as a Vice President on January 1, 2011 in connection with the firm’s acquisition of a portion of FAF’s asset management business. Prior thereto, he was an Equity Portfolio Manager at FAF.

Nuveen Small Cap Value Fund. Karen L. Bowie has been a portfolio manager of the Fund since July 2005. Information on Ms. Bowie appears above under “Nuveen Mid Cap Value Fund.”

Nuveen Tactical Market Opportunities Fund. David R. Cline has been a portfolio manager of the Fund since December 2009. Information on Mr. Cline appears above under “Nuveen Quantitative Enhanced Core Equity Fund.”

Walter A. French has been a portfolio manager of the Fund since December 2009. Information on Mr. French appears above under “Nuveen Equity Index Fund.”

 

86

Section 2     How We Manage Your Money


David A. Friar has been a portfolio manager of the Fund since December 2009. Information on Mr. Friar appears above under “Nuveen Equity Index Fund.”

Keith B. Hembre has been a portfolio manager of the Fund since December 2009. Information on Mr. Hembre appears above under “Nuveen International Fund.”

Derek B. Bloom has been a portfolio manager of the Fund since December 2009. Information on Mr. Bloom appears above under “Nuveen International Fund.”

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

Management Fees

The management fee schedule for each Fund consists of two components: a Fund-level fee, based only on the amount of assets within a Fund, and a complex-level fee, based on the aggregate amount of all eligible fund assets managed by Nuveen Fund Advisors.

The annual Fund-level fee, payable monthly, is based upon the average daily net assets of each Fund as follows:

 

Average Daily Net Assets   Nuveen
Dividend
Value
Fund
   

Nuveen

Equity

Index

Fund

   

Nuveen

Inter-
national

Fund

   

Nuveen

Inter-

national

Select

Fund

    Nuveen
Large
Cap
Growth
Oppor-
tunities
Fund
    Nuveen
Large
Cap
Select
Fund
    Nuveen
Mid
Cap
Growth
Oppor-
tunities
Fund
   

Nuveen

Mid
Cap

Index

Fund

 
For the first $125 million     0.6000     0.1000     0.8500     0.8500     0.6500     0.5500     0.7000     0.1500
For the next $125 million     0.5875     0.0875     0.8375     0.8375     0.6375     0.5375     0.6875     0.1375
For the next $250 million     0.5750     0.0750     0.8250     0.8250     0.6250     0.5250     0.6750     0.1250
For the next $500 million     0.5625     0.0625     0.8125     0.8125     0.6125     0.5125     0.6625     0.1125
For the next $1 billion     0.5500     0.0500     0.8000     0.8000     0.6000     0.5000     0.6500     0.1000
For net assets over $2 billion     0.5250     0.0250     0.7750     0.7750     0.5750     0.4750     0.6250     0.0750

 

Average Daily Net Assets   Nuveen
Mid
Cap
Select
Fund
    Nuveen
Mid
Cap
Value
Fund
   

Nuveen

Quanti-

tative

Enhanced

Core
Equity

Fund

    Nuveen
Small
Cap
Growth
Oppor-
tunities
Fund
   

Nuveen

Small
Cap

Index

Fund

    Nuveen
Small Cap
Select
Fund
   

Nuveen

Small
Cap

Value

Fund

   

Nuveen
Tactical
Market
Oppor-

tunities
Fund

 
For the first $125 million     0.7000     0.7000     0.3000     0.8000     0.1500     0.7000     0.7000     0.6000
For the next $125 million     0.6875     0.6875     0.2875     0.7875     0.1375     0.6875     0.6875     0.5875
For the next $250 million     0.6750     0.6750     0.2750     0.7750     0.1250     0.6750     0.6750     0.5750
For the next $500 million     0.6625     0.6625     0.2625     0.7625     0.1125     0.6625     0.6625     0.5625
For the next1 $1 billion     0.6500     0.6500     0.2500     0.7500     0.1000     0.6500     0.6500     0.5500
For net assets over $2 billion     0.6250     0.6250     0.2250     0.7250     0.0750     0.6250     0.6250     0.5250

Each Fund’s 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, as appropriate, an upward adjustment to that rate based upon the percentage of the particular Fund’s assets that are not “eligible assets.” The maximum overall complex-level fee rate is 0.2000% of a Fund’s average daily net assets, which is based upon complex-level eligible assets of $55 billion, with the complex-level fee rate decreasing incrementally for eligible assets above that level.

 

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87


Fund-specific complex-level fee rates will not exceed the maximum overall complex-level fee rate of 0.2000%. As of December 31, 2012, the Funds’ complex-level fee rates were as follows:

 

       Complex-Level Fee Rate  
Nuveen Dividend Value Fund      0.1885
Nuveen Equity Index Fund      0.1998
Nuveen International Fund      0.1998
Nuveen International Select Fund      0.1998
Nuveen Large Cap Growth Opportunities Fund      0.1965
Nuveen Large Cap Select Fund      0.1998
Nuveen Mid Cap Growth Opportunities Fund      0.1969
Nuveen Mid Cap Index Fund      0.1867
Nuveen Mid Cap Select Fund      0.1998
Nuveen Mid Cap Value Fund      0.1998
Nuveen Quantitative Enhanced Core Equity Fund      0.1998
Nuveen Small Cap Growth Opportunities Fund      0.1998
Nuveen Small Cap Index Fund      0.1929
Nuveen Small Cap Select Fund      0.1998
Nuveen Small Cap Value Fund      0.1998
Nuveen Tactical Market Opportunities Fund      0.1706

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

 

       Management Fee
as a % of Average
Daily Net Assets
 
Nuveen Dividend Value Fund      0.76
Nuveen Equity Index Fund      0.21
Nuveen International Fund      0.57
Nuveen International Select Fund      0.98
Nuveen Large Cap Growth Opportunities Fund      0.80
Nuveen Large Cap Select Fund      0.75
Nuveen Mid Cap Growth Opportunities Fund      0.84
Nuveen Mid Cap Index Fund      0.27
Nuveen Mid Cap Select Fund      0.41
Nuveen Mid Cap Value Fund      0.68
Nuveen Quantitative Enhanced Core Equity Fund      0.16
Nuveen Small Cap Growth Opportunities Fund      0.75
Nuveen Small Cap Index Fund*        
Nuveen Small Cap Select Fund      0.80
Nuveen Small Cap Value Fund      0.77
Nuveen Tactical Market Opportunities Fund      0.75

 

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

Nuveen Fund Advisors has contractually agreed to waive fees and/or reimburse expenses through February 28, 2014 so that total annual fund operating expenses, after fee waivers and/or expense reimbursements and excluding acquired fund fees and expenses, for the following Funds do not exceed the percentages of the average daily net assets listed below of any class of Fund shares.

 

 

88

Section 2     How We Manage Your Money


Fund    Class A     Class B     Class C     Class R3     Class I  
Nuveen Equity Index Fund      0.62     1.37     1.37     0.87     0.37
Nuveen International Fund      1.49            2.24     1.74     1.24
Nuveen International Select Fund      1.49            2.24            1.24
Nuveen Mid Cap Index Fund      0.75            1.50     1.00     0.50
Nuveen Mid Cap Select Fund      1.41            2.16            1.16
Nuveen Mid Cap Value Fund      1.34     2.09     2.09     1.59     1.09
Nuveen Quantitative Enhanced Core Equity Fund      0.70            1.45            0.45
Nuveen Small Cap Growth Opportunities Fund      1.47     2.22     2.22     1.72     1.22
Nuveen Small Cap Index Fund      0.83            1.58     1.08     0.58
Nuveen Small Cap Value Fund      1.50            2.25     1.75     1.25
Nuveen Tactical Market Opportunities Fund      1.20            1.95            0.95

The expense limitations described above may be terminated or modified prior to that date only with the approval of the Board of Directors of the Funds.

Information regarding the Board of Directors’ approval of the investment management agreements is available in the Funds’ annual report for the fiscal year ended October 31, 2012.

 

LOGO

The Funds’ investment objectives, which are described in the “Fund Summaries” section, may be changed without shareholder approval. If a Fund’s investment objective changes, you will be notified at least 60 days in advance. Nuveen Equity Index Fund has adopted a non-fundamental investment policy pursuant to Rule 35d-1 under the 1940 Act (a “Name Policy” ) whereby the Fund, under normal market conditions, will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Nuveen Large Cap Growth Opportunities Fund and Nuveen Large Cap Select Fund have each adopted a Name Policy whereby a Fund, under normal market conditions, will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks of large-capitalization companies. Nuveen Mid Cap Growth Opportunities Fund, Nuveen Mid Cap Index Fund, Nuveen Mid Cap Select Fund and Nuveen Mid Cap Value Fund have each adopted a Name Policy whereby a Fund, under normal market conditions, will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks of mid-capitalization companies. Nuveen Quantitative Enhanced Core Equity Fund has adopted a Name Policy whereby the Fund, under normal market conditions, will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. Nuveen Small Cap Growth Opportunities Fund, Nuveen Small Cap Index Fund, Nuveen Small Cap Select Fund and Nuveen Small Cap Value Fund have each adopted a Name Policy whereby a Fund, under normal market conditions, will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks of small-capitalization companies. As a result, each Fund must provide shareholders with a notice meeting the requirement of Rule 35d-1(c) at least 60 days prior to any change of their Fund’s Name Policy. The Funds’ investment policies may be changed by the Board of Directors without shareholder approval unless otherwise noted in this prospectus or the statement of additional information.

 

 

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The Funds’ principal investment strategies are discussed in the “Fund Summaries” section. These are the strategies that the Funds’ investment adviser and sub-adviser(s) believe are most likely to be important in trying to achieve the Funds’ investment objectives. This section provides more information about these strategies, as well as information about some additional strategies that the Funds’ sub-adviser(s) uses, or may use, to achieve the Funds’ objectives. You should be aware that each Fund may also use strategies and invest in securities that are not described in this prospectus, but that are described in the statement of additional information. For a copy of the statement of additional information, call Nuveen Investor Services at (800) 257-8787 or visit Nuveen’s website at www.nuveen.com.

Convertible Securities

Nuveen Dividend Value Fund may invest in convertible securities, which are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred securities that may be converted within a specified period of time (typically for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. They also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Convertible securities entitle the holder to receive interest paid or accrued on debt securities, or dividends paid or accrued on preferred securities, until the securities mature or are redeemed, converted or exchanged.

Infrastructure Related Securities

For Nuveen International Fund and Nuveen International Select Fund, one of the Funds’ sub-advisers, Nuveen Asset Management, may invest up to 10% in each Fund’s total assets in equity securities issued by U.S. and non-U.S. infrastructure-related companies. Infrastructure related companies are defined as companies that own, develop, construct, finance, operate or invest in infrastructure assets. Infrastructure assets are the physical structures and networks upon which the operation, growth and development of a community depends, which includes water, sewer, and energy utilities; transportation and communication networks; health care facilities, government accommodations, and other public service facilities; and shipping, timber, steel, alternative energy, and other resources and services necessary for the construction and maintenance of these physical structures and networks.

Securities Lending

Each Fund, other than Nuveen Tactical Market Opportunities Fund, may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other institutions to generate additional income. When a Fund loans its portfolio securities, it will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities. Under these Funds’ securities lending agreement, the securities lending agent will generally bear the risk that a borrower may default on its obligation to return loaned securities. The Funds, however, will be responsible for the risks associated with the investment of cash collateral. A Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet its obligations to the borrower.

 

 

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When a dividend is paid on a security that is out on loan, the borrower receives the dividend and in turn makes a payment of the same amount to the Fund. Dividends, if they constitute “qualified dividends,” are taxable at the same rate as long-term capital gains. These payments made by borrowers, however, are not qualified dividends, and are taxable at higher ordinary income rates. As a result, some of the distributions received by shareholders who hold Fund shares in taxable accounts may be subject to taxation at a higher rate than if the Fund had not loaned its portfolio securities.

Temporary Investments

In an attempt to respond to adverse market, economic, political, or other conditions, each Fund may temporarily invest without limit in cash and in U.S. dollar-denominated high-quality money market instruments and other short-term securities, including money market funds. Being invested in these securities may keep a Fund from participating in a market upswing and prevent the Fund from achieving its investment objective.

Foreign Government Obligations

As a principal investment strategy, Nuveen Tactical Market Opportunities Fund may purchase foreign government obligations that are non-dollar denominated or dollar denominated. While the foreign government obligations that the Fund may purchase must have an investment grade rating from at least one rating agency, it is possible that such obligations will be issued by governments of emerging market countries. If the rating of a security is reduced below investment grade after purchase, the Fund is not required to sell the security, but may consider doing so.

ETFs and Money Market Funds

As a principal investment strategy, Nuveen International Fund, Nuveen International Select Fund, Nuveen Quantitative Enhanced Core Equity Fund and Nuveen Tactical Market Opportunities Fund may invest in securities of other open-end or closed-end investment companies, including exchange-traded funds (“ ETFs ”), that invest primarily in securities of the types in which the Funds may invest directly. An ETF is an investment company that holds a portfolio of securities generally designed to track the performance of a securities index, including industry, sector, country and region indexes. ETFs trade on a securities exchange and their shares may, at times, trade at a premium or discount to their net asset value. In addition, the Funds will incur brokerage costs when purchasing and selling shares of ETFs. The Funds will not invest in leveraged ETFs.

Generally, investments in ETFs are subject to statutory limitations prescribed by the 1940 Act. These limitations include a prohibition on a Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of a Fund’s total assets in the securities of any one investment company or more than 10% of its total assets, in the aggregate, in investment company securities. Many ETFs, however, have obtained exemptive relief from the Securities and Exchange Commission (“ SEC ”) to permit unaffiliated funds to invest in the ETFs’ shares beyond these statutory limitations, subject to certain conditions and pursuant to a contractual arrangement between the ETFs and the investing Funds. Nuveen Tactical Market Opportunities Fund intends to rely on these exemptive orders in order to invest in unaffiliated ETFs beyond the foregoing statutory limitations. Subject to certain conditions, Nuveen

 

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Tactical Market Opportunities Fund also may invest in money market funds beyond the statutory limits described above.

Portfolio Holdings

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

 

LOGO

Risk is inherent in all investing. Investing in a mutual fund involves risk, including the risk that you may receive little or no return on your investment or even that you may lose part or all of your investment. Therefore, before investing you should consider carefully the principal risks and certain other risks that you assume when you invest in the Funds. These risks are listed alphabetically below. Because of these risks, you should consider an investment in the Funds to be a long-term investment.

Principal Risks

Commodities risk: Nuveen Tactical Market Opportunities Fund may invest in instruments providing exposure to commodities as a principal investment strategy. Commodities markets historically have been extremely volatile, and the performance of securities that provide an exposure to those markets therefore also may be highly volatile. Commodity prices are affected by factors such as the cost of producing commodities, changes in consumer demand for commodities, the hedging and trading strategies of producers and consumers of commodities, speculative trading in commodities by commodity pools and other market participants, disruptions in commodity supply, drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. Suspensions or disruptions of market trading in the commodities markets and related futures markets may adversely affect the value of securities providing an exposure to the commodities markets.

Credit risk: Nuveen Dividend Value Fund and Nuveen Tactical Market Opportunities Fund are subject to the risk that the issuers of debt securities held by the Fund, or to which the Fund has exposure, may be unable or unwilling to make interest and principal payments on the securities 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. There is also the risk that an issuer could suffer adverse changes in financial condition that could lower the credit quality of a security. This could lead to greater volatility in the price of the security and in shares of the Fund. Also, a change in the credit quality rating of a bond could affect the bond’s liquidity and make it more difficult for the Fund to sell. When the Fund purchases unrated

 

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securities, it will depend on the sub-adviser’s analysis of credit risk without the assessment of an independent rating organization, such as Moody’s or Standard & Poor’s.

Derivatives risk: The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities or other instruments. Among the risks presented are market risk, credit risk, management risk and liquidity risk. Derivatives can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by a Fund will not correlate with the underlying instruments or the Fund’s other investments.

The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. Derivative instruments also involve the risk that a loss may be sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments’ terms. These risks are heightened when the management team uses derivatives to enhance a Fund’s return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund.

In addition, when a Fund invests in certain derivative securities, including, but not limited to, when-issued securities, forward commitments, futures contracts and interest rate swaps, it is effectively leveraging its investments, which could result in exaggerated changes in the net asset value of the Funds’ shares and can result in losses that exceed the amount originally invested. The success of a Fund’s derivatives strategies will depend on the sub-adviser’s ability to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. A Fund may also enter into over-the-counter (OTC) transactions in derivatives. Transactions in the OTC markets generally are conducted on a principal-to-principal basis. The terms and conditions of these instruments generally are not standardized and tend to be more specialized or complex, and the instruments may be harder to value. In general, there is less governmental regulation and supervision of transactions in the OTC markets than of transactions entered into on organized exchanges. In addition, certain derivative instruments and markets may not be liquid, which means the Fund may not be able to close out a derivatives transaction in a cost-efficient manner.

The Funds may take short positions in derivatives which may involve greater risks than long positions, as the risk of loss on short positions is theoretically unlimited (unlike a long position, in which the risk of loss may be limited to the amount invested).

In particular, swap agreements are subject to the risk that the counterparty to the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the counterparty to the swap. Swap agreements may also involve fees, commissions or other costs that may reduce the Fund’s gains from a swap agreement or may cause the Fund to lose money. Some of the risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the instruments held by a Fund and the price of the futures contract, liquidity risks, and losses caused by unanticipated market movements.

 

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Recent legislation requires the development of a new regulatory framework for the derivatives market. The impact of the new regulations is still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or a Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by a Fund as well as the Fund’s ability to pursue its investment objectives through the use of such instruments.

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

ETF risk: As a principal investment strategy, Nuveen Tactical Market Opportunities Fund may invest in ETFs. Like any fund, an ETF is subject to the risks of the underlying securities that it holds. In addition, investments in ETFs present certain risks that do not apply to investments in traditional mutual funds. For index-based ETFs, while such ETFs seek to achieve the same returns as a particular market index, the performance of an ETF may diverge from the performance of such index (commonly known as tracking error). ETFs are subject to fees and expenses (like management fees and operating expenses) and the Fund will indirectly bear its proportionate share of any such fees and expenses paid by the ETFs in which it invests. Moreover, ETF shares may trade at a premium or discount to their net asset value. As ETFs trade on an exchange, they are subject to the risks of any exchange-traded instrument, including: (i) an active trading market for its shares may not develop or be maintained, (ii) trading of its shares may be halted by the exchange, and (iii) its shares may be delisted from the exchange.

Failure to match index performance: The ability of Nuveen Equity Index Fund, Nuveen Mid Cap Index Fund and Nuveen Small Cap Index Fund to replicate the performance of their respective indices may be affected by, among other things, changes in securities markets, the manner in which performance of the index is calculated, changes in the composition of the index, the amount and timing of cash flows into and out of the Fund, commissions, sales charges (if any), and other expenses.

Frequent trading risk: Frequent trading of a Fund’s portfolio securities may produce capital gains, which are taxable to shareholders when distributed. Frequent trading may also increase the amount of commissions or mark-ups to broker-dealers that a Fund pays when it buys and sells securities, which may detract from the Fund’s performance.

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

High yield securities risk: Nuveen Dividend Value Fund and Nuveen Tactical Market Opportunities Fund may invest in high yield securities, which involve more risk than investment grade securities. High yield securities usually offer higher yields than investment grade securities, but also involve more risk. High yield securities may be more susceptible to real or perceived adverse

 

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economic conditions than investment grade securities, and they generally have more volatile prices and carry more risk to principal. In addition, liquidity risk is greater for high yield securities than for investment grade securities.

Infrastructure sector risk: Because Nuveen International Fund and Nuveen International Select Fund may invest in infrastructure-related securities, the Funds could have greater exposure to adverse economic, regulatory, political, legal, and other changes affecting the issuers of such securities. Infrastructure-related businesses are subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, costs associated with environmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Additionally, infrastructure-related entities may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers, service interruption and/or legal challenges due to environmental, operational or other mishaps and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. There is also the risk that corruption may negatively affect publicly-funded infrastructure projects, especially in emerging markets, resulting in delays and cost overruns.

Interest rate risk: Nuveen Dividend Value Fund and Nuveen Tactical Market Opportunities Fund may invest in or have exposure to debt securities as a principal investment strategy. Debt securities in the Funds will fluctuate in value with changes in interest rates. In general, debt securities will increase in value when interest rates fall and decrease in value when interest rates rise. Longer-term debt securities are generally more sensitive to interest rate changes.

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

Investment strategy risk: Nuveen Quantitative Enhanced Core Equity Fund is managed using a proprietary quantitative process. There can be no assurance that this quantitative process will perform as anticipated or enable the Fund to achieve its objective.

Mid-cap stock risk: While stocks of mid-cap companies may be slightly less volatile than those of small-cap companies, they still involve substantial risk. Mid-cap companies may have limited product lines, markets or financial resources, and they may be dependent on a limited management group.

 

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

Multi-manager risk: Because each sub-adviser of Nuveen International Fund and Nuveen International Select Fund makes investment decisions independently, it is possible that the security selection process of the sub-advisers may not complement one another. As a result, each Fund’s exposure to a given security, industry, sector or market capitalization could be smaller or larger than would be the case if the Fund was managed by a single sub-adviser. It is possible that one or more of the sub-advisers may, at any time, take positions that may be opposite of positions taken by other sub-advisers. In such cases, the Funds will incur brokerage and other transaction costs, without accomplishing any net investment results. Sub-advisers also may be competing with one another for similar positions at the same time, which could have the result of increasing a security’s cost. The multi-manager approach could increase each Fund’s portfolio turnover rates which may result in higher levels of realized capital gains or losses with respect to each Fund’s portfolio securities, and higher brokerage commissions and other transaction costs. The sub-advisers selected may underperform the market generally or other sub-advisers that could have been selected for the Funds.

Non-U.S./emerging markets risk: Nuveen International Fund and Nuveen International Select Fund invest primarily in equity securities that trade in markets other than the United States. As a principal investment strategy, Nuveen Tactical Market Opportunities Fund may invest in or have exposure to equity and debt securities that were issued or trade outside the United States. Each other Fund, other than Nuveen Equity Index Fund, Nuveen Mid Cap Index Fund, Nuveen Small Cap Index Fund and Nuveen Quantitative Enhanced Core Equity Fund, may also invest in equity securities that trade in markets other than the United States as a principal investment strategy. Non-U.S. issuers or U.S. issuers with significant non-U.S. operations may be subject to risks in addition to those of issuers located in or that principally operate in the United States due to political, social and economic developments abroad, different regulatory environments and laws, potential seizure by the government of company assets, higher taxation, withholding taxes on dividends and interest and limitations on the use or transfer of portfolio assets. To the extent a Fund is allowed to invest in depositary receipts, the Fund will be subject to many of the same risks as when investing directly in non-U.S. securities. The holder of an unsponsored depositary receipt may have limited voting rights and may not receive as much information about the issuer of the underlying securities as would the holder of a sponsored depositary receipt.

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

 

   

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

 

   

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

 

   

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

 

   

The U.S. and non-U.S. markets often rise and fall at different times or by different amounts due to economic or other developments particular to

 

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a given country or region. This phenomenon would tend to lower the overall price volatility of a portfolio that included both U.S. and non-U.S. securities. Sometimes, however, global trends will cause the U.S. and non-U.S. markets to move in the same direction, reducing or eliminating the risk reduction benefit of international investing.

 

   

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

 

   

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

 

   

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

 

   

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

 

   

Emerging markets generally do not have the level of market efficiency and strict standards in accounting and securities regulation to be on par with advanced economies. Investments in emerging markets come with much greater risk due to political instability, domestic infrastructure problems, currency volatility and limited equity opportunities (many large companies may still be “state-run” or private). Also, local exchanges may not offer liquid markets for outside investors.

Other investment companies: Nuveen International Fund, Nuveen International Select Fund, Nuveen Quantitative Enhanced Core Equity Fund and Nuveen Tactical Market Opportunities Fund may invest in other investment companies as a principal investment strategy. When a Fund invests in other investment companies, you bear both your proportionate share of Fund expenses and, indirectly, the expenses of the other investment companies.

Small-cap stock risk: As a principal investment strategy, Nuveen Small Cap Growth Opportunities Fund, Nuveen Small Cap Index Fund, Nuveen Small Cap Select Fund and Nuveen Small Cap Value Fund invest in small-cap stocks, which involve substantial risk. Stocks of small-cap companies involve substantial risk. These companies may lack the management expertise, financial resources, product diversification, and competitive strengths of

 

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larger companies. Prices of small-cap stocks may be subject to more abrupt or erratic movements than stock prices of larger, more established companies or the market averages in general. In addition, the frequency and volume of their trading may be less than is typical of larger companies, making them subject to wider price fluctuations. In some cases, there could be difficulties in selling the stocks of small-cap companies at the desired time and price. Stocks at the bottom end of the capitalization range of small-cap companies sometimes are referred to as “micro-cap” stocks. These stocks may be subject to extreme price volatility, as well as limited liquidity and limited research.

Smaller company 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. As a principal investment strategy, Nuveen Mid Cap Growth Opportunities Fund, Nuveen Mid Cap Index Fund, Nuveen Mid Cap Select Fund, and Nuveen Mid Cap Value Fund invest in mid-cap stocks.

Other Risks

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

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

 

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Section 3     How You Can Buy and Sell Shares

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

 

LOGO

Class A Shares

Nuveen Equity Index Fund, Nuveen Mid Cap Index Fund, Nuveen Small Cap Index Fund and Nuveen Quantitative Enhanced Core Equity Fund only issue Class A shares for purchase by certain retirement plans and by qualifying clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their service. Class A shares are offered to these investors at their net asset value per share with no up-front sales charge.

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

 

Amount of Purchase   

Sales Charge as %
of Public

Offering Price

   

Sales Charge as %
of Net Amount

Invested

   

Maximum

Financial Intermediary

Commission as % of

Public Offering Price

 
Less than $50,000      5.75     6.10     5.00
$50,000 but less than $100,000      4.50        4.71        4.00   
$100,000 but less than $250,000      3.75        3.90        3.25   
$250,000 but less than $500,000      2.75        2.83        2.50   
$500,000 but less than $1,000,000      2.00        2.04        1.75   
$1,000,000 and over*                    1.00   

 

  * You can purchase $1 million or more of Class A shares at net asset value without an up-front sales charge. The Distributor pays financial intermediaries of record a commission equal to 1% of the first $2.5 million, plus 0.75% of the next $2.5 million, plus 0.50% of the amount over $5 million. Unless you are eligible for a waiver, you may be assessed a contingent deferred sales charge (“ CDSC ”) of 1% if you redeem any of your shares within 12 months of purchase. See “How to Sell Shares—Contingent Deferred Sales Charge” below for more information.

Class B Shares

Nuveen International Fund, Nuveen International Select Fund, Nuveen Large Cap Select Fund, Nuveen Mid Cap Index Fund, Nuveen Mid Cap Select Fund, Nuveen Quantitative Enhanced Core Equity Fund, Nuveen Small Cap Index Fund, Nuveen Small Cap Value Fund and Nuveen Tactical Market Opportunities Fund do not issue Class B shares. The remaining Funds will issue Class B shares upon the exchange of Class B shares from another Nuveen Mutual Fund or for purposes of dividend reinvestment, but Class B shares are not available for new accounts or for additional investment into existing accounts.

 

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Class B shares are subject to annual distribution and service fees of 1% of your Fund’s average daily net assets. The annual 0.25% service fee compensates your financial advisor or other financial intermediary for providing ongoing service to you. The annual 0.75% distribution fee compensates the Distributor for paying your financial advisor or other financial intermediary a 4.25% up-front sales commission, which includes an advance of the first year’s service fee. The Distributor retains the service and distribution fees on accounts with no financial intermediary of record. If you redeem your shares within six years of purchase, you will normally pay a CDSC as shown in the schedule below. The CDSC is based on your purchase price or redemption proceeds, whichever is lower. You do not pay a CDSC on any Class B shares you purchase by reinvesting dividends.

 

Years Since Purchase    0-1     1-2     2-3     3-4     4-5     5-6     Over 6  
CDSC      5     5     4     3     2     1     None   

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

Class C Shares

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

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

Class R3 Shares

Nuveen International Select Fund, Nuveen Large Cap Select Fund, Nuveen Mid Cap Select Fund, Nuveen Quantitative Enhanced Core Equity Fund and Nuveen Tactical Market Opportunities Fund do not issue Class R3 shares. You can purchase Class R3 shares of the remaining Funds at the offering price, which is the net asset value per share without any up-front sales charge. Class R3 shares are subject to annual distribution and service fees of 0.50% of your Fund’s average daily net assets. Class R3 shares are only available for purchase by eligible retirement plans. Class R3 shares are not available to traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs or individual 403(b) plans. See the statement of additional information for more information.

Class R6 Shares

Nuveen Dividend Value Fund, Nuveen Large Cap Growth Opportunities Fund and Nuveen Mid Cap Growth Opportunities Fund issue Class R6

 

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shares. Class R6 shares are available to certain qualified retirement plans and other investors as set forth in the statement of additional information. There is no minimum initial investment for qualified retirement plans; however, the shares must be held through plan-level or omnibus accounts held on the books of the Funds. All other eligible investors must meet a minimum initial investment of at least $5 million in each Fund in which they invest. Class R6 shares are only available through financial intermediaries that have entered into an agreement with the Distributor to offer Class R6 shares. Class R6 shares are only available in cases where neither the investor nor the intermediary will receive any commission payments, account servicing fees, record keeping fees, 12b-1 fees, sub-transfer agent fees, so called “finder’s fees,” administration fees or similar fees with respect to Class R6 shares. Class R6 shares are not available directly to traditional or Roth IRAs, Coverdell Savings Accounts, Keoghs, SEPs, SARSEPs, or SIMPLE IRAs. Class R6 shares also are not available through retail, advisory fee-based wrap platforms.

Class I Shares

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

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

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

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

 

   

Certain employer-sponsored retirement plans.

   

Certain bank or broker-affiliated trust departments.

   

Advisory accounts of Nuveen Fund Advisors and its affiliates.

   

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

   

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

   

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

   

Certain financial intermediary personnel, and their immediate family members.

 

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

Please refer to the statement of additional information for more information about Class A, Class B, Class C, Class R3, Class R6 and Class I shares, including more detailed program descriptions and eligibility requirements. Additional information is also available from your financial advisor, who can also help you prepare any necessary application forms.

 

LOGO

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

Class A Sales Charge Reductions

 

   

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

   

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

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

Class A Sales Charge Waivers

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

 

   

Purchases of $1,000,000 or more.

   

Monies representing reinvestment of Nuveen Mutual Fund distributions.

   

Certain employer-sponsored retirement plans.

   

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

   

Current and former trustees/directors of the Nuveen Funds.

   

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

   

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

   

Additional categories of investors. Purchases made (i) by investors purchasing on a periodic fee, asset-based fee or no transaction fee basis through a broker-dealer sponsored mutual fund purchase program;

 

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(ii) by clients of investment advisers, financial planners or other financial intermediaries that charge periodic or asset-based fees for their services; and (iii) through a financial intermediary that has entered into an agreement with the Distributor to offer the Funds’ shares to self-directed investment brokerage accounts and that may or may not charge a transaction fee to its customers.

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

 

LOGO

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

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

Through a Financial Advisor

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

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

 

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Directly from the Funds

Eligible investors may purchase shares directly from the Funds.

 

   

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

 

   

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

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

 

   

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

 

   

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

 

LOGO

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

 

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Systematic Investing

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

 

   

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

   

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

   

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

Systematic Withdrawal

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

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

Exchanging Shares

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

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

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

 

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Fund Direct SM

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

Reinstatement Privilege

If you redeem Fund shares, you may reinvest all or part of your redemption proceeds up to one year later without incurring any additional charges. You may only reinvest into the same share class you redeemed. If you paid a CDSC, your Fund will refund your CDSC and reinstate your holding period for purposes of calculating the CDSC. You may use this reinstatement privilege only once for any redemption. The reinstatement privilege is not available for Class B shares.

 

LOGO

You may sell (redeem) your shares on any business day, which is any day the NYSE is open for business. You will receive the share price next determined after your Fund has received your properly completed redemption request. Your redemption request must be received before the close of trading on the NYSE (normally, 4:00 p.m. New York time) for you to receive that day’s price. The Fund will normally mail your check the next business day after a redemption request is received, but in no event more than seven days after your request is received. If you are selling shares purchased recently with a check, your redemption proceeds will not be mailed until your check has cleared, which may take up to ten business days from your purchase date.

You may sell your shares (1) through a financial advisor or (2) directly to the Funds.

Through a Financial Advisor

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

Directly to the Funds

 

   

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

 

   

The Fund’s name;

 

   

Your name and account number;

 

   

The dollar or share amount you wish to redeem;

 

   

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

 

   

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

 

   

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

 

   

Any certificates you have for the shares; and

 

   

Any required signature guarantees.

 

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After you have established your account, signatures on a written request must be guaranteed if:

 

   

You would like redemption proceeds payable or sent to any person, address or bank account other than that on record;

 

   

You have changed the address on your Fund’s records within the last 30 days;

 

   

Your redemption request is in excess of $50,000; or

 

   

You are requesting a change in ownership on your account.

Non-financial transactions, including establishing or modifying certain services such as changing bank information on an account, will require a signature guarantee or signature verification from a Medallion Signature Guarantee Program member or other acceptable form of authentication from a financial institution source. In addition to the situations described above, the Funds reserve the right to require a signature guarantee, or another acceptable form of signature verification, in other instances based on the circumstances of a particular situation.

A signature guarantee assures that a signature is genuine and protects shareholders from unauthorized account transfers. Banks, savings and loan associations, trust companies, credit unions, broker-dealers and member firms of a national securities exchange may guarantee signatures. Call your financial intermediary to determine if it has this capability. A notary public is not an acceptable signature guarantor. Proceeds from a written redemption request will be sent to you by check unless another form of payment is requested.

 

   

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

 

   

By telephone. If your account is held with your Fund and not in your brokerage account, and you have authorized telephone redemption privileges, call (800) 257-8787 to redeem your shares, press 1 for mutual funds and the voice menu will walk you through the process. Telephone redemptions are not available for shares owned in certificate form and, with respect to redemptions where the proceeds are payable by check, may not exceed $50,000. Checks will only be issued to you as the shareholder of record and mailed to your address of record, normally the next business day after the redemption request is received. If you have established Fund Direct privileges, you may have redemption proceeds transferred electronically to your bank account. In this case, the redemption proceeds will be transferred to your bank on the next business day after the redemption request is received. You should contact your bank for further information concerning the timing of the credit of the redemption proceeds in your bank account.

 

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An Important Note About Telephone Transactions

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


Contingent Deferred Sales Charge

If you redeem Class A, Class B or Class C shares that are subject to a CDSC, you may be assessed a CDSC upon redemption. When you redeem Class A, Class B or Class C shares subject to a CDSC, your Fund will first redeem any shares that are not subject to a CDSC, and then redeem the shares you have owned for the longest period of time, unless you ask the Fund to redeem your shares in a different order. No CDSC is imposed on shares you buy through the reinvestment of dividends and capital gains. The CDSC holding period is calculated on a monthly basis and begins on the first day of the month in which the purchase was made. When you redeem shares subject to a CDSC, the CDSC is calculated on the lower of your purchase price or redemption proceeds, deducted from your redemption proceeds, and paid to the Distributor. The CDSC may be waived under certain special circumstances as described in the statement of additional information.

Accounts with Low Balances

The Funds reserve the right to liquidate or assess a low balance fee on any account (other than accounts holding Class R3 or Class R6 shares) held directly with the Funds that has a balance that has fallen below the account balance minimum of $1,000 for any reason, including market fluctuations.

If a Fund elects to exercise the right to assess a low balance fee, then annually the Fund will assess a $15 low balance account fee on certain accounts with balances under the account balance minimum that are IRAs, Coverdell Education Savings Accounts or accounts established pursuant to the UTMA or UGMA. At the same time, other accounts with balances under the account balance minimum will be liquidated, with proceeds being mailed to the address of record. Prior to the assessment of any low balance fee or liquidation of low balance accounts, affected shareholders will receive a communication notifying them of the pending action, thereby providing time to ensure that balances are at or above the account balance minimum prior to any fee assessment or account liquidation. You will not be assessed a CDSC if your account is liquidated.

Redemptions In-Kind

The Funds generally pay redemption proceeds in cash. However, if a Fund determines that it would be detrimental to its remaining shareholders to make payment of a redemption order wholly in cash, that Fund may pay a portion of your redemption proceeds in securities or other Fund assets. Although it is unlikely that your shares would be redeemed in-kind, you would probably have to pay brokerage costs to sell the securities or other assets distributed to you, as well as taxes on any capital gains from that sale.

 

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Section 4     General Information

To help you understand the tax implications of investing in the Funds, this section includes important details about how the Funds make distributions to shareholders. We discuss some other Fund policies as well. Please consult the statement of additional information and your tax advisor for more information about taxes.

 

LOGO

Dividends from net investment income are normally declared and paid quarterly for Nuveen Dividend Value Fund and Nuveen Equity Index Fund. For each other Fund, dividends from net investment income, if any, are normally declared and paid annually. For each of the Funds, any capital gains are normally distributed at least once each year.

Payment and Reinvestment Options

The Funds automatically reinvest your dividends in additional Fund shares unless you request otherwise. You may request to have your dividends paid to you by check, sent via electronic funds transfer through Automated Clearing House network or reinvested in shares of another Nuveen Mutual Fund. For further information, contact your financial advisor or call Nuveen Investor Services at (800) 257-8787. If you request that your distributions be paid by check but those distributions cannot be delivered because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the undelivered or uncashed distributions and all future distributions will be reinvested in Fund shares at the current net asset value.

Non-U.S. Income Tax Considerations

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

Taxes and Tax Reporting

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

Early in each year, you will receive a statement detailing the amount and nature of all dividends and capital gains that you were paid during the prior

 

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year. If you hold your investment at the firm where you purchased your Fund shares, you will receive the statement from that firm. If you hold your shares directly with the Fund, the Distributor will send you the statement. The tax status of your dividends is the same whether you reinvest your dividends or elect to receive them in cash. The sale of shares in your account may produce a gain or loss, and is a taxable event. For tax purposes, an exchange of shares between funds is generally the same as a sale.

Please note that if you do not furnish your Fund with your correct Social Security number or employer identification number, you fail to provide certain certifications to your Fund, you fail to certify whether you are a U.S. citizen or a U.S. resident alien, or the Internal Revenue Service notifies the Fund to withhold, federal law requires your Fund to withhold federal income tax from your distributions and redemption proceeds at the applicable withholding rate.

Buying or Selling Shares Close to a Record Date

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

Non U.S. Tax Credit

A regulated investment company with more than 50% of the value of its assets in stock or other securities of non-U.S. corporations at the close of a taxable year or that is a qualified fund of funds may, for such taxable year, elect to pass the regulated investment company’s non-U.S. tax credits through to its investors.

Cost Basis Method

For shares acquired on or after January 1, 2012, you may elect a cost basis method to apply to all existing and future accounts you may establish. The cost basis method you select will determine the order in which shares are redeemed and how your cost basis information is calculated and subsequently reported to you and to the Internal Revenue Service. Please consult your tax advisor to determine which cost basis method best suits your specific situation. If you hold your account directly with a Fund, please contact Nuveen Investor Services at (800) 257-8787 for instructions on how to make your election. If you hold your account with a financial intermediary, please contact that financial intermediary for instructions on how to make your election. If you hold your account directly with a Fund and do not elect a cost basis method, your account will default to the average cost basis method. For a definition of “average cost basis method,” please see the glossary. Financial intermediaries choose their own default method.

 

LOGO

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

 

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for a description of the distribution and service fees paid under this plan.

Under the plan, the Distributor receives a distribution fee for Class B, Class C and Class R3 shares primarily for providing compensation to financial intermediaries, including the Distributor, in connection with the distribution of shares. The Distributor receives a service fee for Class A, Class B, Class C and Class R3 shares to compensate financial intermediaries, including the Distributor, for providing ongoing account services to shareholders. These services may include establishing and maintaining shareholder accounts, answering shareholder inquiries and providing other personal services to shareholders. These fees also compensate the Distributor for other expenses, including printing and distributing prospectuses to persons other than shareholders, and preparing, printing, and distributing advertising materials, sales literature and reports to shareholders used in connection with the sale of shares. Because these fees are paid out of a Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Long- term holders of Class B, Class C and Class R3 shares may pay more in distribution and service fees and CDSCs (Class B and Class C shares only) than the economic equivalent of the maximum front-end sales charge permitted under the Financial Industry Regulatory Authority Conduct Rules.

Other Payments to Financial Intermediaries

In addition to the sales commissions and certain payments from distribution and service fees to financial intermediaries as previously described, the Distributor may from time to time make additional payments, out of its own resources, to certain financial intermediaries that sell shares of Nuveen Mutual Funds in order to promote the sales and retention of Fund shares by those firms and their customers. The amounts of these payments vary by financial intermediary and, with respect to a given firm, are typically calculated by reference to the amount of the firm’s recent gross sales of Nuveen Mutual Fund shares and/or total assets of Nuveen Mutual Funds held by the firm’s customers. The level of payments that the Distributor is willing to provide to a particular financial intermediary may be affected by, among other factors, the firm’s total assets held in and recent net investments into Nuveen Mutual Funds, the firm’s level of participation in Nuveen Mutual Fund sales and marketing programs, the firm’s compensation program for its registered representatives who sell Fund shares and provide services to Fund shareholders, and the asset class of the Nuveen Mutual Funds for which these payments are provided. For 2012, these payments in the aggregate were approximately 0.060% to 0.063% of the assets in the Nuveen Mutual Funds, although payments to particular financial intermediaries can be significantly higher. The statement of additional information contains additional information about these payments, including the names of the firms to which payments are made. The Distributor may also make payments to financial intermediaries in connection with sales meetings, due diligence meetings, prospecting seminars and other meetings at which the Distributor promotes its products and services.

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

 

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111


payments are in addition to the service fee and any applicable omnibus sub-accounting fees paid to these firms with respect to these services by the Nuveen Mutual Funds out of Fund assets.

The amounts of payments to a financial intermediary could be significant, and may create an incentive for the intermediary or its representatives to recommend or offer shares of the Funds to you. The intermediary may elevate the prominence or profile of the Funds within the intermediary’s organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting the Distributor and/or its affiliates preferential or enhanced opportunities to promote the Funds in various ways within the intermediary’s organization.

 

LOGO

The price you pay for your shares or the amount you receive upon redemption of your shares is based on your Fund’s net asset value per share, which is determined as of the close of trading (normally 4:00 p.m. New York time) on each day the NYSE is open for business. Net asset value is calculated for each class of each Fund by taking the value of the class’s total assets, including interest or dividends accrued but not yet collected, less all liabilities, and dividing by the total number of shares outstanding. The result, rounded to the nearest cent, is the net asset value per share. All valuations are subject to review by the Funds’ Board of Directors or its designee; however, the Board of Directors retains oversight responsibility for valuing the Funds’ portfolio securities.

In determining net asset value, portfolio instruments generally are valued using prices provided by independent pricing services or obtained from other sources, such as broker-dealer quotations, all as approved by the Board of Directors. Exchange-traded instruments generally are valued at the last reported sales price or official closing price on an exchange, if available. Independent pricing services typically value non-exchange-traded instruments utilizing a range of market-based inputs and assumptions, including readily available market quotations obtained from broker-dealers making markets in such instruments, cash flows, and transactions for comparable instruments. In pricing certain instruments, the pricing services may consider information about an instrument’s issuer or market activity provided by the Funds’ investment adviser or sub-adviser. Non-U.S. securities and currency are valued in U.S. dollars based on non-U.S. currency exchange rate quotations supplied by an independent quotation service.

For non-U.S. traded securities whose principal local markets close before the close of the NYSE, a Fund may adjust the local closing price based upon such factors as developments in non-U.S. markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent non-U.S. securities. A Fund may rely on an independent fair valuation service in making any such fair value determinations. If a Fund holds portfolio instruments that are principally listed on non-U.S. exchanges, the value of such instruments may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.

If a price cannot be obtained from a pricing service or other pre-approved source, or if Nuveen Fund Advisors deems such price to be unreliable, a portfolio instrument may be valued by a Fund at its fair value as determined

 

112

Section 4     General Information


in good faith by the Board of Directors or its designee. Nuveen Fund Advisors might find a price obtained from a pricing service or other pre-approved source to be unreliable if, for example, the price has not changed for an identified period of time, or because it differs from the previous day’s price by a threshold amount, and Nuveen Fund Advisors determines that recent transactions and/or broker-dealer price quotations differ materially from such price. As a general principle, the fair value of a portfolio instrument is the amount that an owner might reasonably expect to receive upon the instrument’s current sale. A range of factors and analysis may be considered when determining fair value, including relevant market data, interest rates, credit considerations and/or issuer-specific news.

A security that is fair valued may be valued at a price higher or lower than actual market quotations, the last price determined by the pricing service, the last bid or ask price in the market or the value determined by other funds using their own fair valuation procedures.

 

LOGO

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

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

The Funds’ Frequent Trading Policy generally limits an investor to two “round trip” trades in a 60-day period. A “round trip” is the purchase and subsequent redemption of Fund shares, including by exchange. Each side of a round trip may be comprised of either a single transaction or a series of closely-spaced transactions.

The Funds primarily receive share purchase and redemption orders through third-party financial intermediaries, some of whom rely on the use of omnibus accounts. An omnibus account typically includes multiple investors and provides the Funds only with a net purchase or redemption amount on any given day where multiple purchases, redemptions and exchanges of shares occur in the account. The identity of individual purchasers, redeemers and exchangers whose orders are aggregated in omnibus accounts, and the size of their orders, will generally not be known by the Funds. Despite the Funds’ efforts to detect and prevent frequent trading, the Funds may be unable to identify frequent trading because the netting effect in omnibus accounts often makes it more difficult to identify frequent traders. The Distributor has entered into agreements with financial intermediaries that maintain omnibus accounts with the Funds’ transfer agent. Under the terms of these agreements, the financial intermediaries undertake to cooperate with the Distributor in monitoring purchase, exchange and redemption orders by their customers in order to detect and prevent frequent trading in the Funds through such accounts. Technical limitations in operational systems at such intermediaries or at the Distributor may also limit the Funds’ ability to detect and prevent frequent trading. In addition, the Funds may

 

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113


permit certain financial intermediaries, including broker-dealer and retirement plan administrators, among others, to enforce their own internal policies and procedures concerning frequent trading. Such policies may differ from the Funds’ Frequent Trading Policy and may be approved for use in instances where the Funds reasonably believe that the intermediary’s policies and procedures effectively discourage inappropriate trading activity. Shareholders holding their accounts with such intermediaries may wish to contact the intermediary for information regarding its frequent trading policy. Although the Funds do not knowingly permit frequent trading, they cannot guarantee that they will be able to identify and restrict all frequent trading activity.

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

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

 

LOGO

The custodian of the assets of the Funds other than Nuveen International Fund and Nuveen International Select Fund is U.S. Bank National Association, 60 Livingston Avenue, St. Paul, MN 55101. The custodian of the assets of Nuveen International Fund and Nuveen International Select Fund is State Street Bank and Trust Company, 2 Avenue de Lafayette, LCC/5 Boston, MA 02111. The Funds’ transfer, shareholder services and dividend paying agent, Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts.

 

114

Section 4     General Information


 

LOGO

For disclaimers relating to the indices for Nuveen Equity Index Fund and Nuveen Mid Cap Index Fund, please see the statement of additional information.

Nuveen Small Cap Index Fund is not promoted, sponsored or endorsed by, nor in any way affiliated with Frank Russell Company. Frank Russell Company is not responsible for and has not reviewed Nuveen Small Cap Index Fund nor any associated literature or publications and Frank Russell Company makes no representation or warranty, express or implied, as to their accuracy, or completeness, or otherwise. Please see the statement of additional information for further restrictions and information regarding the Russell Index(es).

 

 

Section 4     General Information

 

 

115


Section  5     Financial Highlights

The financial highlights table is intended to help you understand a Fund’s financial performance for the past five fiscal years or, if shorter, the period of operations for the Fund or class of shares. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions).

The information for the most recent fiscal year has been audited by PricewaterhouseCoopers LLP, whose report, along with the Funds’ financial statements, are included in the annual report, which is available upon request. The financial statements for the years ended October 31, 2011 and prior were audited by other independent auditors.

Nuveen Dividend Value Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total    

Ending

Net

Asset

Value

    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (12/92)                            
2012   $ 13.05      $ .27      $ 1.59      $ 1.86      $ (.31   $      $ (.31   $ 14.60        14.31   $ 273,317         1.16     1.95     24
2011     12.42        .27        .63        .90        (.27            (.27     13.05        7.28        176,954         1.14        2.05        33   
2010     10.76        .34        1.63        1.97        (.31            (.31     12.42        18.46        125,226         1.17        2.89        29   
2009     10.09        .29        .71        1.00        (.33            (.33     10.76        10.32        100,059         1.19        3.00        48   
2008     16.43        .33        (5.28     (4.95     (.29     (1.10     (1.39     10.09        (32.51     100,824         1.17        2.45        32   
Class B (8/94)                            
2012     12.93        .18        1.57        1.75        (.21            (.21     14.47        13.51        1,525         1.91        1.33        24   
2011     12.25        .17        .61        .78        (.10            (.10     12.93        6.45        3,016         1.89        1.32        33   
2010     10.61        .24        1.61        1.85        (.21            (.21     12.25        17.59        5,039         1.92        2.07        29   
2009     9.96        .22        .68        .90        (.25            (.25     10.61        9.41        7,237         1.94        2.28        48   
2008     16.23        .22        (5.19     (4.97     (.20     (1.10     (1.30     9.96        (32.95     9,113         1.92        1.69        32   
Class C (2/99)                            
2012     12.92        .17        1.54        1.71        (.21            (.21     14.42        13.29        29,234         1.91        1.21        24   
2011     12.26        .17        .62        .79        (.13            (.13     12.92        6.42        18,714         1.89        1.31        33   
2010     10.63        .26        1.60        1.86        (.23            (.23     12.26        17.60        11,107         1.92        2.22        29   
2009     9.98        .21        .69        .90        (.25            (.25     10.63        9.41        4,921         1.94        2.23        48   
2008     16.26        .22        (5.20     (4.98     (.20     (1.10     (1.30     9.98        (32.95     4,625         1.92        1.69        32   
Class R3 (9/01)                            
2012     13.03        .24        1.59        1.83        (.28            (.28     14.58        14.13        21,649         1.41        1.70        24   
2011     12.41        .23        .63        .86        (.24            (.24     13.03        6.93        12,092         1.41        1.75        33   
2010     10.76        .30        1.64        1.94        (.29            (.29     12.41        18.16        1,204         1.39        2.50        29   
2009     10.08        .28        .68        .96        (.28            (.28     10.76        9.92        122         1.45        2.94        48   
2008     16.41        .29        (5.26     (4.97     (.26     (1.10     (1.36     10.08        (32.64     535         1.42        2.20        32   
Class I (8/94)                            
2012     13.16        .31        1.60        1.91        (.35            (.35     14.72        14.65        1,072,335         .91        2.23        24   
2011     12.53        .31        .64        .95        (.32            (.32     13.16        7.56        861,754         .89        2.31        33   
2010     10.85        .37        1.65        2.02        (.34            (.34     12.53        18.78        684,540         .92        3.10        29   
2009     10.18        .32        .70        1.02        (.35            (.35     10.85        10.51        570,690         .94        3.25        48   
2008     16.55        .36        (5.30     (4.94     (.33     (1.10     (1.43     10.18        (32.29     574,162         .92        2.70        32   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

116

Section 5     Financial Highlights


Nuveen Equity Index Fund

 

Class
(Commencement
Date)
    Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
CLASS A (12/92)                          
2012   $ 21.44      $ .34      $ 2.48      $ 2.82      $ (.35   $ (1.56   $ (1.91   $ 22.35        14.51   $ 143,664         .62     1.56     1
2011     21.51        .30        1.26        1.56        (.26     (1.37     (1.63     21.44        7.41        119,172         .62        1.37        2   
2010     18.86        .29        2.70        2.99        (.30     (.04     (.34     21.51        15.94        119,761         .61        1.41        4   
2009     17.61        .34        1.27        1.61        (.36            (.36     18.86        9.51        115,213         .62        2.03        10   
2008     28.67        .42        (10.57     (10.15     (.38     (.53     (.91     17.61        (36.35     114,654         .62        1.74        4   
CLASS B (8/94)                          
2012     21.10        .18        2.43        2.61        (.18     (1.56     (1.74     21.97        13.69        2,611         1.37        .84        1   
2011     21.19        .14        1.24        1.38        (.10     (1.37     (1.47     21.10        6.60        4,227         1.37        .63        2   
2010     18.58        .13        2.66        2.79        (.14     (.04     (.18     21.19        15.07        7,351         1.36        .67        4   
2009     17.35        .22        1.25        1.47        (.24            (.24     18.58        8.69        9,822         1.37        1.33        10   
2008     28.27        .24        (10.42     (10.18     (.21     (.53     (.74     17.35        (36.82     12,856         1.37        .99        4   
CLASS C (2/99)                          
2012     21.24        .17        2.46        2.63        (.18     (1.56     (1.74     22.13        13.70        8,095         1.37        .82        1   
2011     21.32        .13        1.26        1.39        (.10     (1.37     (1.47     21.24        6.61        8,261         1.37        .62        2   
2010     18.70        .13        2.67        2.80        (.14     (.04     (.18     21.32        15.05        8,651         1.36        .66        4   
2009     17.46        .21        1.26        1.47        (.23            (.23     18.70        8.69        8,661         1.37        1.31        10   
2008     28.45        .24        (10.48     (10.24     (.22     (.53     (.75     17.46        (36.83     9,784         1.37        .99        4   
CLASS R3 (9/01)                          
2012     21.40        .28        2.48        2.76        (.29     (1.56     (1.85     22.31        14.26        33,685         .87        1.28        1   
2011     21.47        .25        1.26        1.51        (.21     (1.37     (1.58     21.40        7.15        14,218         .87        1.13        2   
2010     18.83        .23        2.70        2.93        (.25     (.04     (.29     21.47        15.63        12,979         .86        1.15        4   
2009     17.58        .29        1.28        1.57        (.32            (.32     18.83        9.27        10,915         .87        1.73        10   
2008     28.63        .35        (10.54     (10.19     (.33     (.53     (.86     17.58        (36.51     9,463         .87        1.49        4   
CLASS I (2/94)                          
2012     21.43        .39        2.49        2.88        (.40     (1.56     (1.96     22.35        14.85        556,215         .37        1.82        1   
2011     21.50        .36        1.26        1.62        (.32     (1.37     (1.69     21.43        7.68        597,030         .37        1.63        2   
2010     18.86        .34        2.69        3.03        (.35     (.04     (.39     21.50        16.18        749,210         .36        1.66        4   
2009     17.61        .38        1.27        1.65        (.40            (.40     18.86        9.78        827,145         .37        2.31        10   
2008     28.66        .48        (10.56     (10.08     (.44     (.53     (.97     17.61        (36.18     954,582         .37        1.99        4   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

Section 5     Financial Highlights

 

 

117


Nuveen International Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Net
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (5/94)                           
2012   $ 11.12      $ .07      $ .16      $ .23      $ (.41   $ (1.40   $ (1.81   $ 9.54        3.91   $ 21,009         1.48     .69     57
2011     11.62        .10        (.55     (.45     (.05            (.05     11.12        (3.93     22,328         1.46        .84        72   
2010     10.78        .07        .81        .88        (.04            (.04     11.62        8.21        26,698         1.48        .62        56   
2009     8.68        .09        2.09        2.18        (.08            (.08     10.78        25.29        27,995         1.49        1.00        231   
2008     17.15        .26        (7.14     (6.88     (.14     (1.45     (1.59     8.68        (43.82     25,342         1.49        1.92        18   
Class C (9/01)                           
2012     10.51        (.01     .16        .15        (.31     (1.40     (1.71     8.95        3.11        1,675         2.23        (.06     57   
2011     11.03        .01        (.53     (.52                          10.51        (4.71     1,987         2.21        .10        72   
2010     10.26        (.02     .79        .77                             11.03        7.50        2,607         2.23        (.14     56   
2009     8.25        .02        1.99        2.01                             10.26        24.36        3,269         2.24        .24        231   
2008     16.36        .15        (6.79     (6.64     (.02     (1.45     (1.47     8.25        (44.21     3,232         2.24        1.20        18   
Class R3 (4/94)                           
2012     11.11        .05        .16        .21        (.38     (1.40     (1.78     9.54        3.69        42         1.73        .53        57   
2011     11.61        .07        (.54     (.47     (.03            (.03     11.11        (4.10     11         1.68        .59        72   
2010     10.78        .04        .82        .86        (.03            (.03     11.61        7.94        6         1.73        .38        56   
2009     8.67        .07        2.11        2.18        (.07            (.07     10.78        25.39        5         1.74        .73        231   
2008     17.17        .19        (7.10     (6.91     (.14     (1.45     (1.59     8.67        (43.94     2         1.74        1.40        18   
Class I (4/94)                           
2012     11.25        .09        .17        .26        (.45     (1.40     (1.85     9.66        4.15        75,592         1.23        .93        57   
2011     11.78        .14        (.59     (.45     (.08            (.08     11.25        (3.90     141,264         1.21        1.17        72   
2010     10.92        .10        .83        .93        (.07            (.07     11.78        8.52        652,664         1.23        .87        56   
2009     8.81        .11        2.12        2.23        (.12            (.12     10.92        25.68        680,309         1.24        1.25        231   
2008     17.38        .30        (7.24     (6.94     (.18     (1.45     (1.63     8.81        (43.68     658,276         1.24        2.19        18   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

118

Section 5     Financial Highlights


Nuveen International Select Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
    Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (12/06)                          
2012   $ 8.85      $ .08      $ .24      $ .32      $ (.11   $ (.10   $ (.21   $  8.96        3.83   $ 4,060        1.48     .93     49
2011     9.54        .09        (.72     (.63     (.06            (.06     8.85        (6.70     4,388        1.46        .96        59   
2010     8.48        .06        1.02        1.08        (.02            (.02     9.54        12.72        5,530        1.49        .69        47   
2009     6.53        .07        2.00        2.07        (.12            (.12     8.48        32.32        3,029        1.49        1.04        64   
2008     12.15        .15        (5.52     (5.37     (.06     (.19     (.25     6.53        (45.00     1,904        1.49        1.52        63   
Class C (12/06)                          
2012     8.72        .02        .24        .26        (.04     (.10     (.14     8.84        3.09        644        2.23        .20        49   
2011     9.43        .02        (.72     (.70     (.01            (.01     8.72        (7.45     717        2.21        .21        59   
2010     8.42        .01        1.00        1.01                             9.43        12.00        816        2.24        .08        47   
2009     6.46        .03        1.97        2.00        (.04            (.04     8.42        31.43        244        2.24        .40        64   
2008     12.07        .09        (5.48     (5.39     (.03     (.19     (.22     6.46        (45.39     226        2.24        .92        63   
Class I (12/06)                          
2012     8.87        .10        .24        .34        (.13     (.10     (.23     8.98        4.12        428,624        1.23        1.18        49   
2011     9.57        .12        (.74     (.62     (.08            (.08     8.87        (6.60     578,597        1.21        1.23        59   
2010     8.49        .09        1.02        1.11        (.03            (.03     9.57        13.14        848,165        1.24        .98        47   
2009     6.55        .08        2.01        2.09        (.15            (.15     8.49        32.68        584,667        1.24        1.17        64   
2008     12.17        .17        (5.52     (5.35     (.08     (.19     (.27     6.55        (44.86     249,805        1.24        1.72        63   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

Section 5     Financial Highlights

 

 

119


Nuveen Large Cap Growth Opportunities Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (1/95)                            
2012   $ 32.92      $ (.13   $ 2.46      $ 2.33      $      $ (1.16   $ (1.16   $ 34.09        7.66   $ 134,788         1.23     (0.39 )%      73
2011     30.24        (.15     2.83        2.68                             32.92        8.86        84,875         1.20        (.46     88   
2010     24.23        (.09     6.15        6.06        (.05            (.05     30.24        25.03        66,409         1.20        (.35     106   
2009     21.52        .05        2.68        2.73        (.02            (.02     24.23        12.73        56,963         1.22        .24        112   
2008     36.27        .02        (11.65     (11.63            (3.12     (3.12     21.52        (34.81     53,430         1.20        .07        92   
Class B (3/99)                            
2012     29.90        (.33     2.24        1.91               (1.16     (1.16     30.65        7.00        1,481         1.98        (1.07     73   
2011     27.68        (.36     2.58        2.22                             29.90        8.02        2,411         1.95        (1.19     88   
2010     22.31        (.26     5.63        5.37                             27.68        24.07        3,473         1.95        (1.06     106   
2009     19.93        (.09     2.47        2.38                             22.31        11.94        4,749         1.97        (.48     112   
2008     34.08        (.19     (10.84     (11.03            (3.12     (3.12     19.93        (35.33     5,907         1.95        (.68     92   
Class C (9/01)                            
2012     30.57        (.35     2.28        1.93               (1.16     (1.16     31.34        6.88        11,193         1.98        (1.14     73   
2011     28.30        (.37     2.64        2.27                             30.57        8.02        7,832         1.95        (1.21     88   
2010     22.81        (.27     5.76        5.49                             28.30        24.07        4,220         1.95        (1.08     106   
2009     20.38        (.10     2.53        2.43                             22.81        11.92        4,509         1.97        (.51     112   
2008     34.77        (.19     (11.08     (11.27            (3.12     (3.12     20.38        (35.31     4,368         1.95        (.68     92   
Class R3 (11/00)                            
2012     32.39        (.22     2.43        2.21               (1.16     (1.16     33.44        7.40        9,658         1.48        (.67     73   
2011     29.83        (.23     2.79        2.56                             32.39        8.58        3,431         1.45        (.72     88   
2010     23.92        (.16     6.07        5.91                             29.83        24.71        742         1.45        (.59     106   
2009     21.26        (.01     2.67        2.66                             23.92        12.51        667         1.47        (.05     112   
2008     35.97        (.05     (11.54     (11.59            (3.12     (3.12     21.26        (35.00     454         1.45        (.18     92   
Class I (12/92)                            
2012     34.19        (.04     2.56        2.52               (1.16     (1.16     35.55        7.94        418,144         .98        (.11     73   
2011     31.33        (.06     2.92        2.86                             34.19        9.13        435,619         .95        (.17     88   
2010     25.09        (.03     6.38        6.35        (.11            (.11     31.33        25.34        546,605         .95        (.10     106   
2009     22.31        .11        2.77        2.88        (.10            (.10     25.09        13.02        482,222         .97        .48        112   
2008     37.42        .10        (12.07     (11.97     (.02     (3.12     (3.14     22.31        (34.65     417,337         .95        .32        92   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

120

Section 5     Financial Highlights


Nuveen Large Cap Select Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (1/03)                            
2012   $ 11.73      $ .03      $ 1.66      $ 1.69      $      $      $      $ 13.42        14.41   $ 2,924         1.43     .26     127
2011     11.65        (.02     .10        .08                             11.73        .69        2,938         1.20        (.18     139   
2010     9.80        (.01     1.92        1.91        (.06            (.06     11.65        19.49        3,487         1.32        (.06     140   
2009     8.83        .04        .97        1.01        (.04            (.04     9.80        11.54        3,292         1.29        .52        185   
2008     17.05        .06        (6.04     (5.98     (.04     (2.20     (2.24     8.83        (39.81     3,608         1.21        .49        210   
Class C (1/03)                            
2012     11.21        (.06     1.58        1.52                             12.73        13.65        195         2.18        (.49     127   
2011     11.22        (.11     .10        (.01                          11.21        (.09     183         1.95        (.90     139   
2010     9.46        (.08     1.84        1.76                             11.22        18.60        175         2.07        (.79     140   
2009     8.56        (.02     .93        .91        (.01            (.01     9.46        10.64        186         2.05        (.23     185   
2008     16.69        (.03     (5.90     (5.93            (2.20     (2.20     8.56        (40.38     180         1.96        (.26     210   
Class I (1/03)                            
2012     11.80        .07        1.66        1.73        (.01            (.01     13.52        14.79        34,554         1.18        .54        127   
2011     11.71        .01        .10        .11        (.02            (.02     11.80        .89        58,314         .95        .07        139   
2010     9.85        .02        1.92        1.94        (.08            (.08     11.71        19.75        130,803         1.07        .21        140   
2009     8.87        .07        .96        1.03        (.05            (.05     9.85        11.81        147,231         1.04        .82        185   
2008     17.10        .09        (6.05     (5.96     (.07     (2.20     (2.27     8.87        (39.63     207,904         .96        .74        210   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

* Rounds to less than $.01 per share.

 

Section 5     Financial Highlights

 

 

121


Nuveen Mid Cap Growth Opportunities Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
    Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (1/95)                           
2012   $ 41.36      $ (.16   $ 2.77      $ 2.61      $      $ (1.59   $ (1.59   $ 42.38        6.88   $ 306,507        1.27     (.39 )%      113
2011     37.26        (.22     4.32        4.10                             41.36        11.00        289,038        1.26        (.53     114   
2010     28.83        (.18     8.61        8.43                             37.26        29.24        275,040        1.23        (.57     114   
2009     23.88        (.08     5.03        4.95                             28.83        20.73        231,743        1.23        (.33     123   
2008     46.57        (.16     (17.86     (18.02            (4.67     (4.67     23.88        (42.75     209,052        1.22        (.43     113   
Class B (3/99)                           
2012     35.93        (.42     2.38        1.96               (1.59     (1.59     36.30        6.08        2,576        2.02        (1.15     113   
2011     32.62        (.46     3.77        3.31                             35.93        10.15        4,127        2.01        (1.26     114   
2010     25.43        (.37     7.56        7.19                             32.62        28.27        5,490        1.98        (1.31     114   
2009     21.22        (.23     4.44        4.21                             25.43        19.84        6,762        1.98        (1.06     123   
2008     42.21        (.38     (15.94     (16.32            (4.67     (4.67     21.22        (43.18     7,241        1.97        (1.18     113   
Class C (9/01)                           
2012     37.70        (.43     2.49        2.06               (1.59     (1.59     38.17        6.06        17,874        2.02        (1.13     113   
2011     34.21        (.49     3.98        3.49                             37.70        10.20        14,314        2.01        (1.28     114   
2010     26.67        (.39     7.93        7.54                             34.21        28.27        13,564        1.98        (1.32     114   
2009     22.26        (.24     4.65        4.41                             26.67        19.81        12,894        1.98        (1.07     123   
2008     44.03        (.40     (16.70     (17.10            (4.67     (4.67     22.26        (43.16     13,011        1.97        (1.18     113   
Class R3 (12/00)                           
2012     40.50        (.27     2.71        2.44               (1.59     (1.59     41.35        6.59        38,869        1.52        (.64     113   
2011     36.58        (.31     4.23        3.92                             40.50        10.72        34,929        1.51        (.77     114   
2010     28.37        (.26     8.47        8.21                             36.58        28.94        33,772        1.48        (.82     114   
2009     23.56        (.14     4.95        4.81                             28.37        20.42        26,822        1.48        (.59     123   
2008     46.11        (.24     (17.64     (17.88            (4.67     (4.67     23.56        (42.88     21,246        1.47        (.69     113   
Class I (12/89)                           
2012     44.62        (.06     3.00        2.94               (1.59     (1.59     45.97        7.13        744,480        1.02        (.14     113   
2011     40.09        (.10     4.63        4.53                             44.62        11.30        728,843        1.01        (.21     114   
2010     30.94        (.11     9.26        9.15                             40.09        29.57        993,053        .98        (.31     114   
2009     25.57        (.02     5.39        5.37                             30.94        21.00        907,825        .98        (.09     123   
2008     49.40        (.07     (19.09     (19.16            (4.67     (4.67     25.57        (42.59     732,559        .97        (.18     113   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

122

Section 5     Financial Highlights


Nuveen Mid Cap Index Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total    

Ending

Net

Asset

Value

    Total
Return(c)
    Ending
Net
Assets
(000)
    Ratios of
Expenses
to Average
Net
Assets(d)
    Ratio of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (11/99)                          
2012   $ 12.87      $ .09      $ 1.31      $ 1.40      $ (.03   $ (.48   $ (.51   $ 13.76        11.48   $ 104,467        .74     .67     7
2011     11.98        .05        .92        .97        (.08            (.08     12.87        8.07        68,856        .75        .36        23   
2010     9.52        .09        2.45        2.54        (.08            (.08     11.98        26.79        36,499        .74        .82        8   
2009     8.83        .09        1.27        1.36        (.07     (.60     (.67     9.52        17.53        22,766        .75        1.15        18   
2008     15.69        .13        (5.30     (5.17     (.10     (1.59     (1.69     8.83        (36.46     11,374        .74        1.04        15   
Class C (9/01)                          
2012     12.51        (.01     1.26        1.25               (.48     (.48     13.28        10.60        5,290        1.49        (.07     7   
2011     11.67        (.05     .89        .84                             12.51        7.20        3,302        1.50        (.39     23   
2010     9.28        .01        2.39        2.40        (.01            (.01     11.67        25.86        3,100        1.49        .07        8   
2009     8.64        .04        1.23        1.27        (.03     (.60     (.63     9.28        16.68        2,766        1.50        .48        18   
2008     15.41        .04        (5.19     (5.15     (.03     (1.59     (1.62     8.64        (36.91     3,101        1.48        .30        15   
Class R3 (11/00)                          
2012     12.73        .06        1.28        1.34               (.48     (.48     13.59        11.14        113,834        .99        .42        7   
2011     11.86        .01        .92        .93        (.06            (.06     12.73        7.83        65,060        1.00        .11        23   
2010     9.43        .06        2.43        2.49        (.06            (.06     11.86        26.48        26,458        .99        .56        8   
2009     8.76        .07        1.26        1.33        (.06     (.60     (.66     9.43        17.29        12,212        1.00        .89        18   
2008     15.60        .10        (5.27     (5.17     (.08     (1.59     (1.67     8.76        (36.66     8,157        1.00        .80        15   
Class I (11/99)                          
2012     12.92        .12        1.32        1.44        (.07     (.48     (.55     13.81        11.80        168,328        .49        .93        7   
2011     12.03        .08        .91        .99        (.10            (.10     12.92        8.23        170,174        .50        .63        23   
2010     9.55        .12        2.46        2.58        (.10            (.10     12.03        27.13        202,542        .49        1.07        8   
2009     8.84        .12        1.27        1.39        (.08     (.60     (.68     9.55        17.92        163,432        .50        1.47        18   
2008     15.70        .17        (5.31     (5.14     (.13     (1.59     (1.72     8.84        (36.31     177,038        .49        1.29        15   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

Section 5     Financial Highlights

 

 

123


Nuveen Mid Cap Select Fund(e)

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratio of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (4/94)                          
2012   $ 9.48      $ .04      $ .78      $ .82      $      $      $      $ 10.30        8.65   $ 10,862         1.41     .39     198
2011     9.31        (.05     .22        .17                             9.48        1.83        10,829         1.41        (.48     148   
2010     7.65        (.02     1.70        1.68        (.02            (.02     9.31        22.03        12,402         1.41        (.27     154   
2009     7.00        .03        .62        .65                             7.65        9.32        12,487         1.41        .49        186   
2008     10.64        (.01     (3.63     (3.64                          7.00        (34.21     12,848         1.41        (.13     170   
Class C (2/00)                          
2012     8.70        (.03     .72        .69                             9.39        7.93        1,710         2.16        (.35     198   
2011     8.61        (.11     .20        .09                             8.70        1.05        1,771         2.16        (1.22     148   
2010     7.12        (.08     1.57        1.49                             8.61        20.93        2,332         2.16        (1.03     154   
2009     6.56        (.01     .57        .56                             7.12        8.54        2,526         2.16        (.24     186   
2008     10.04        (.08     (3.40     (3.48                          6.56        (34.66     3,068         2.16        (.88     170   
Class I (4/94)                          
2012     9.91        .07        .82        .89                             10.80        8.98        12,805         1.16        .64        198   
2011     9.71        (.02     .22        .20                             9.91        2.06        16,646         1.16        (.23     148   
2010     7.98            1.77        1.77        (.04            (.04     9.71        22.26        23,076         1.16        (.03     154   
2009     7.31        .06        .64        .70        (.03            (.03     7.98        9.62        27,030         1.16        .81        186   
2008     11.09        .01        (3.79     (3.78                          7.31        (34.08     40,409         1.16        .12        170   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

(e) The financial highlights for the period from November 1, 2006 through May 3, 2009 are those of Small-Mid Cap Core Fund, which changed its principal investment strategies and changed its name to Mid Cap Select Fund on May 4, 2009.

 

* Rounds to less than $.01 per share.

 

124

Section 5     Financial Highlights


Nuveen Mid Cap Value Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (12/87)                            
2012   $ 21.83      $ .18      $ 1.35      $ 1.53      $ (.14   $      $ (.14   $ 23.22        7.03   $ 35,633         1.28     .79     140
2011     22.20        .07        (.19     (.12     (.25            (.25     21.83        (.64     52,334         1.31        .30        123   
2010     18.28        .12        4.00        4.12        (.20            (.20     22.20        22.65        76,667         1.25        .58        123   
2009     16.13        .24        1.99        2.23        (.08            (.08     18.28        13.95        130,222         1.25        1.52        106   
2008     27.83        .21        (9.92     (9.71     (.16     (1.83     (1.99     16.13        (37.32     124,275         1.23        .90        93   
Class B (8/94)                            
2012     20.52        .01        1.26        1.27                             21.79        6.19        1,568         2.02        .04        140   
2011     20.87        (.10     (.18     (.28     (.07            (.07     20.52        (1.35     2,073         2.06        (.45     123   
2010     17.21        (.04     3.78        3.74        (.08            (.08     20.87        21.77        2,815         2.00        (.20     123   
2009     15.22        .13        1.87        2.00        (.01            (.01     17.21        13.13        3,481         1.98        .85        106   
2008     26.48        .03        (9.39     (9.36     (.07     (1.83     (1.90     15.22        (37.82     4,133         1.98        .14        93   
Class C (2/99)                            
2012     20.99        .01        1.29        1.30                             22.29        6.19        7,855         2.02        .05        140   
2011     21.36        (.10     (.18     (.28     (.09            (.09     20.99        (1.35     8,957         2.06        (.45     123   
2010     17.61        (.04     3.86        3.82        (.07            (.07     21.36        21.74        11,564         2.00        (.21     123   
2009     15.58        .12        1.92        2.04        (.01            (.01     17.61        13.10        12,040         2.00        .80        106   
2008     27.05        .03        (9.60     (9.57     (.07     (1.83     (1.90     15.58        (37.80     13,154         1.98        .14        93   
Class R3 (9/01)                            
2012     21.70        .12        1.33        1.45        (.07            (.07     23.08        6.70        9,576         1.53        .52        140   
2011     22.05        .01        (.19     (.18     (.17            (.17     21.70        (.87     15,310         1.56        .06        123   
2010     18.15        .06        3.99        4.05        (.15            (.15     22.05        22.40        20,195         1.50        .30        123   
2009     16.04        .19        1.98        2.17        (.06            (.06     18.15        13.63        25,664         1.50        1.21        106   
2008     27.72        .15        (9.87     (9.72     (.13     (1.83     (1.96     16.04        (37.47     23,423         1.49        .64        93   
Class I (2/94)                            
2012     21.99        .24        1.33        1.57        (.27            (.27     23.29        7.23        106,276         1.03        1.03        140   
2011     22.37        .15        (.22     (.07     (.31            (.31     21.99        (.42     151,409         1.06        .65        123   
2010     18.42        .16        4.05        4.21        (.26            (.26     22.37        22.98        470,266         1.00        .78        123   
2009     16.24        .28        2.01        2.29        (.11            (.11     18.42        14.24        440,968         1.00        1.76        106   
2008     27.98        .27        (9.99     (9.72     (.19     (1.83     (2.02     16.24        (37.17     415,486         .99        1.14        93   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

Section 5     Financial Highlights

 

 

125


Nuveen Quantitative Enhanced Core Equity Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (7/07)                           
2012   $ 21.57      $ .38      $ 2.16      $ 2.54      $ (.37   $ (.35   $ (.72   $ 23.39        12.18   $ 151         .70     1.66     137
2011     20.50        .31        1.02        1.33        (.26            (.26     21.57        6.50        164         .70        1.41        159   
2010     18.01        .25        2.48        2.73        (.24            (.24     20.50        15.24        253         .70        1.28        142   
2009     16.56        .31        1.29        1.60        (.15            (.15     18.01        9.87        243         .69        1.94        75   
2008     26.90        .40        (10.21     (9.81     (.29     (.24     (.53     16.56        (37.08     118         .70        1.77        153   
Class C (7/07)                           
2012     21.40        .20        2.15        2.35        (.20     (.35     (.55     23.20        11.31        120         1.45        .90        137   
2011     20.50        .12        1.06        1.18        (.28            (.28     21.40        5.76        108         1.45        .56        159   
2010     17.91        .08        2.51        2.59                             20.50        14.46        14         1.45        .43        142   
2009     16.51        .24        1.24        1.48        (.08            (.08     17.91        9.05        4         1.44        1.57        75   
2008     26.88        .23        (10.20     (9.97     (.16     (.24     (.40     16.51        (37.58     10         1.45        .99        153   
Class I (7/07)                           
2012     21.64        .44        2.15        2.59        (.42     (.35     (.77     23.46        12.44        74,098         .45        1.93        137   
2011     20.57        .37        1.03        1.40        (.33            (.33     21.64        6.79        107,734         .45        1.68        159   
2010     18.04        .29        2.51        2.80        (.27            (.27     20.57        15.61        203,316         .45        1.50        142   
2009     16.57        .35        1.29        1.64        (.17            (.17     18.04        10.13        146,180         .44        2.19        75   
2008     26.90        .44        (10.20     (9.76     (.33     (.24     (.57     16.57        (36.93     89,270         .45        1.99        153   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

126

Section 5     Financial Highlights


Nuveen Small Cap Growth Opportunities Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (8/95)                        
2012   $ 20.41      $ (.21   $ 1.35      $ 1.14      $      $ (.30   $ (.30   $ 21.25        5.73   $ 35,306         1.47     (.97 )%      118
2011     19.04        (.24     1.61        1.37                             20.41        7.20        36,188         1.47        (1.12     118   
2010     14.55        (.18     4.67        4.49                             19.04        30.86        39,501         1.47        (1.05     142   
2009     11.96        (.11     2.70        2.59                             14.55        21.66        30,202         1.47        (.89     169   
2008     21.65        (.14     (7.97     (8.11            (1.58     (1.58     11.96        (40.07     29,022         1.46        (.82     138   
Class B (3/99)                        
2012     17.72        (.32     1.17        .85               (.30     (.30     18.27        4.95        687         2.22        (1.72     118   
2011     16.66        (.35     1.41        1.06                             17.72        6.36        1,482         2.22        (1.86     118   
2010     12.82        (.27     4.11        3.84                             16.66        29.95        2,088         2.22        (1.79     142   
2009     10.62        (.18     2.38        2.20                             12.82        20.72        2,025         2.22        (1.64     169   
2008     19.56        (.23     (7.13     (7.36            (1.58     (1.58     10.62        (40.55     1,978         2.21        (1.57     138   
Class C (9/01)                        
2012     18.58        (.34     1.23        .89               (.30     (.30     19.17        4.93        1,568         2.22        (1.72     118   
2011     17.46        (.36     1.48        1.12                             18.58        6.41        1,546         2.22        (1.87     118   
2010     13.44        (.28     4.30        4.02                             17.46        29.91        1,596         2.22        (1.80     142   
2009     11.13        (.19     2.50        2.31                             13.44        20.75        1,341         2.22        (1.66     169   
2008     20.41        (.24     (7.46     (7.70            (1.58     (1.58     11.13        (40.53     1,104         2.21        (1.56     138   
Class R3 (12/00)                        
2012     20.04        (.26     1.33        1.07               (.30     (.30     20.81        5.48        2,395         1.72        (1.22     118   
2011     18.74        (.29     1.59        1.30                             20.04        6.94        2,334         1.72        (1.37     118   
2010     14.36        (.22     4.60        4.38                             18.74        30.50        2,185         1.72        (1.31     142   
2009     11.83        (.16     2.69        2.53                             14.36        21.39        1,469         1.72        (1.24     169   
2008     21.49        (.17     (7.91     (8.08            (1.58     (1.58     11.83        (40.24     433         1.72        (1.04     138   
Class I (8/95)                        
2012     22.04        (.17     1.46        1.29               (.30     (.30     23.03        5.99        48,111         1.22        (.72     118   
2011     20.51        (.19     1.72        1.53                             22.04        7.46        63,866         1.22        (.84     118   
2010     15.63        (.15     5.03        4.88                             20.51        31.22        141,215         1.22        (.80     142   
2009     12.81        (.09     2.91        2.82                             15.63        22.01        103,423         1.22        (.67     169   
2008     23.03        (.10     (8.54     (8.64            (1.58     (1.58     12.81        (39.97     75,355         1.22        (.56     138   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

Section 5     Financial Highlights

 

 

127


Nuveen Small Cap Index Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (12/98)                           
2012   $ 10.43      $ .08      $ 1.11      $ 1.19      $ (.03   $      $ (.03   $ 11.59        11.44   $ 28,640         .83     .72     20
2011     9.89        .05        .55        .60        (.06            (.06     10.43        6.03        19,406         .83        .50        14   
2010     7.90        .05        1.99        2.04        (.05            (.05     9.89        25.91        12,667         .79        .55        12   
2009     8.91        .06        .27        .33        (.07     (1.27     (1.34     7.90        6.34        8,591         .82        .87        22   
2008     15.37        .13        (4.88     (4.75     (.10     (1.61     (1.71     8.91        (34.15     6,043         .82        1.09        19   
Class C (9/01)                           
2012     10.02               1.06        1.06                             11.08        10.58        1,246         1.58        (.03     20   
2011     9.52        (.03     .53        .50                             10.02        5.25        1,330         1.58        (.26     14   
2010     7.62        (.02     1.92        1.90                             9.52        24.93        1,645         1.54        (.20     12   
2009     8.66        .01        .26        .27        (.04     (1.27     (1.31     7.62        5.60        1,380         1.57        .17        22   
2008     15.02        .04        (4.76     (4.72     (.03     (1.61     (1.64     8.66        (34.67     1,531         1.57        .34        19   
Class R3 (12/98)                           
2012     10.18        .05        1.08        1.13                             11.31        11.13        20,198         1.08        .47        20   
2011     9.66        .03        .53        .56        (.04            (.04     10.18        5.79        11,824         1.08        .24        14   
2010     7.73        .03        1.94        1.97        (.04            (.04     9.66        25.55        4,795         1.04        .30        12   
2009     8.76        .04        .26        .30        (.06     (1.27     (1.33     7.73        6.08        2,512         1.07        .55        22   
2008     15.16        .10        (4.81     (4.71     (.08     (1.61     (1.69     8.76        (34.33     1,121         1.08        .87        19   
Class I (12/98)                           
2012     10.46        .11        1.12        1.23        (.06            (.06     11.63        11.79        33,733         .58        .97        20   
2011     9.91        .08        .55        .63        (.08            (.08     10.46        6.33        40,135         .58        .75        14   
2010     7.91        .07        2.00        2.07        (.07            (.07     9.91        26.22        47,179         .54        .80        12   
2009     8.92        .09        .25        .34        (.08     (1.27     (1.35     7.91        6.50        43,179         .57        1.19        22   
2008     15.37        .16        (4.88     (4.72     (.12     (1.61     (1.73     8.92        (33.95     54,932         .57        1.33        19   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

128

Section 5     Financial Highlights


Nuveen Small Cap Select Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (5/92)                            
2012   $ 12.44      $ (.05   $ 1.45      $ 1.40      $      $ (.30   $ (.30   $ 13.54        11.62   $ 155,624         1.28     (.41 )%      71
2011     11.72        (.09     .81        .72                             12.44        6.14        275,994         1.30        (.70     69   
2010     9.53        (.05     2.24        2.19                             11.72        22.98        339,826         1.24        (.48     88   
2009     8.27        (.01     1.27        1.26                             9.53        15.24        295,348         1.26        (.09     99   
2008     14.06        (.02     (4.92     (4.94            (.85     (.85     8.27        (37.00     166,698         1.26        (.15     92   
Class B (3/95)                            
2012     9.77        (.12     1.14        1.02               (.30     (.30     10.49        10.88        2,032         2.03        (1.13     71   
2011     9.27        (.15     .65        .50                             9.77        5.39        2,866         2.05        (1.45     69   
2010     7.60        (.10     1.77        1.67                             9.27        21.97        3,925         1.99        (1.22     88   
2009     6.64        (.05     1.01        .96                             7.60        14.46        5,511         2.01        (.80     99   
2008     11.56        (.08     (3.99     (4.07            (.85     (.85     6.64        (37.52     6,249         2.01        (.90     92   
Class C (9/01)                            
2012     11.22        (.13     1.30        1.17               (.30     (.30     12.09        10.81        10,058         2.03        (1.13     71   
2011     10.65        (.17     .74        .57                             11.22        5.35        14,009         2.05        (1.45     69   
2010     8.73        (.12     2.04        1.92                             10.65        21.99        17,393         1.99        (1.23     88   
2009     7.63        (.06     1.16        1.10                             8.73        14.42        16,938         2.01        (.80     99   
2008     13.13        (.09     (4.56     (4.65            (.85     (.85     7.63        (37.44     17,062         2.01        (.90     92   
Class R3 (1/94)                            
2012     12.13        (.08     1.42        1.34               (.30     (.30     13.17        11.42        18,386         1.53        (.61     71   
2011     11.46        (.12     .79        .67                             12.13        5.85        20,044         1.55        (.95     69   
2010     9.34        (.08     2.20        2.12                             11.46        22.70        18,047         1.49        (.71     88   
2009     8.12        (.03     1.25        1.22                             9.34        15.02        24,701         1.51        (.31     99   
2008     13.86        (.04     (4.85     (4.89            (.85     (.85     8.12        (37.19     23,069         1.51        (.40     92   
Class I (5/92)                            
2012     13.54        (.02     1.60        1.58               (.30     (.30     14.82        12.01        261,760         1.03        (.11     71   
2011     12.73        (.06     .87        .81                             13.54        6.36        273,983         1.05        (.45     69   
2010     10.33        (.03     2.44        2.41        (.01            (.01     12.73        23.30        400,042         .99        (.23     88   
2009     8.94        .02        1.37        1.39                             10.33        15.55        322,658         1.01        .19        99   
2008     15.10        .01        (5.31     (5.30     (.01     (.85     (.86     8.94        (36.86     289,685         1.01        .10        92   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

Section 5     Financial Highlights

 

 

129


Nuveen Small Cap Value Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
    Ratios of
Net
Investment
Income
(Loss) to
Average
Net
Assets(d)
    Portfolio
Turnover
Rate
 
Class A (8/94)                            
2012   $ 11.30      $ .05      $ 1.28      $ 1.33      $      $      $      $ 12.63        11.77   $ 32,208         1.46     .39     46
2011     10.26        (.05     1.09        1.04                             11.30        10.14        31,814         1.46        (.40     41   
2010     8.22        (.01     2.07        2.06        (.02            (.02     10.26        25.15        32,332         1.34        (.11     58   
2009     8.12        .03        .15        .18        (.08            (.08     8.22        2.40        29,026         1.37        .46        73   
2008     13.52        .08        (3.97     (3.89     (.14     (1.37     (1.51     8.12        (31.75     28,344         1.31        .75        49   
Class C (2/99)                            
2012     9.93        (.04     1.13        1.09                             11.02        10.98        1,367         2.21        (.34     46   
2011     9.08        (.12     .97        .85                             9.93        9.36        1,498         2.21        (1.18     41   
2010     7.31        (.07     1.84        1.77                             9.08        24.21        1,843         2.09        (.86     58   
2009     7.22        (.02     .13        .11        (.02            (.02     7.31        1.56        2,080         2.12        (.27     73   
2008     12.19            (3.54     (3.54     (.06     (1.37     (1.43     7.22        (32.23     2,373         2.06        **      49   
Class R3 (9/01)                            
2012     11.11        .02        1.26        1.28                             12.39        11.52        2,653         1.71        .14        46   
2011     10.11        (.07     1.07        1.00                             11.11        9.89        2,246         1.71        (.65     41   
2010     8.10        (.03     2.04        2.01                             10.11        24.85        2,111         1.59        (.35     58   
2009     8.00        .01        .15        .16        (.06            (.06     8.10        2.14        2,327         1.62        .19        73   
2008     13.35        .05        (3.91     (3.86     (.12     (1.37     (1.49     8.00        (31.90     2,159         1.56        .50        49   
Class I (8/94)                            
2012     11.65        .08        1.33        1.41                             13.06        12.02        41,444         1.21        .66        46   
2011     10.55        (.02     1.12        1.10                             11.65        10.43        48,596         1.21        (.16     41   
2010     8.45        .01        2.13        2.14        (.04            (.04     10.55        25.43        180,875         1.09        .14        58   
2009     8.36        .05        .15        .20        (.11            (.11     8.45        2.59        149,515         1.12        .72        73   
2008     13.87        .11        (4.08     (3.97     (.17     (1.37     (1.54     8.36        (31.56     158,112         1.06        1.00        49   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

* Rounds to less than $.01 per share.

 

** Rounds to less than .01%.

 

130

Section 5     Financial Highlights


Nuveen Tactical Market Opportunities Fund

 

Class
(Commencement
Date)
        Investment Operations     Less Distributions                 Ratios/Supplemental Data  
Year Ended
October 31,
  Beginning
Net Asset
Value
    Net
Investment
Income
(Loss)(a)
    Net
Realized/
Unrealized
Gain (Loss)
    Total     Net
Investment
Income
    Capital
Gains(b)
    Total     Ending
Net
Asset
Value
    Total
Return(c)
    Ending
Net
Assets
(000)
     Ratios of
Expenses
to Average
Net
Assets(d)
   

Ratios of

Net

Investment

Income

(Loss) to

Average

Net

Assets(d)

    Portfolio
Turnover
Rate
 
Class A (2/11)                           
2012   $ 11.22      $ .02      $ .25      $ .27      $ (.03   $ (.17   $ (.20   $ 11.29        2.45   $ 59,751         1.18     .14     189
2011(e)     10.59        .04        .59        .63                             11.22        5.95        3,558         1.19 **      .54        177   
Class C (2/11)                           
2012     11.17        (.07     .24        .17               (.17     (.17     11.17        1.55        15,045         1.93        (.65     189   
2011(e)     10.59            .58        .58                             11.17        5.48        475         1.94 **      ***      177   
Class I (12/09)                           
2012     11.25        .05        .25        .30        (.06     (.17     (.23     11.32        2.69        195,709         .93        .43        189   
2011     10.62        .14        .59        .73        (.08     (.02     (.10     11.25        6.95        48,860         .94        1.25        177   
2010(f)     10.00        .02        .60        .62                             10.62        6.20        27,300         .92 **      1.39 **      156   

 

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

 

(b) Distributions from Capital Gains include short-term capital gains, if any.

 

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

 

(d) After expense reimbursement from the Adviser, where applicable.

 

(e) For the period February 24, 2011 (commencement of operations) through October 31, 2011.

 

(f) For the period December 30, 2009 (commencement of operations) through October 31, 2010.

 

(g) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the exchange-traded funds in which the Fund invests. These exchange-traded fund fees and expenses are not reflected in the expense ratios. Because the exchange-traded funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.

 

* Rounds to less than $.01 per share.

 

** Annualized.

 

*** Annualized ratio rounds to less than .01%.

 

Section 5     Financial Highlights

 

 

131


Section 6     Glossary of Investment Terms

 

   

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

 

   

Average cost basis method: Calculating cost basis by determining the average price paid for Fund shares that may have been purchased at different times for different prices.

 

   

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index: An unmanaged index that is comprised of a single U.S. Treasury issue with approximately three months to final maturity, purchased at the beginning of each month and held for one full month.

 

   

Derivatives: Financial instruments whose performance is derived from the performance of an underlying asset, security or index. Derivatives may be used to hedge risk, to exchange a floating rate of return for a fixed rate of return or to gain investment exposure. Derivatives include futures, options and swaps, among other instruments.

 

   

Emerging markets: The financial markets of developing economies in countries with low per capita income in the initial stages of their industrialization cycles. They generally do not have the level of market efficiency and strict standards in accounting and securities regulation to be on par with advanced economies. Investments in emerging markets come with much greater risk due to political instability, domestic infrastructure problems, currency volatility and limited equity opportunities (many large companies may still be “state-run” or private). Also, local exchanges may not offer liquid markets for outside investors.

 

   

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

 

   

Lipper Equity Income Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Equity Income Funds Classification.

 

   

Lipper Flexible Portfolio Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Flexible Portfolio Funds Classification.

 

   

Lipper International Large-Cap Growth Classification Average: Represents the average annualized total return for all reporting funds in the Lipper International Large-Cap Growth Funds Classification.

 

   

Lipper International Multi-Cap Growth Classification Average: Represents the average annualized returns for all reporting funds in the Lipper International Multi-Cap Growth Funds Classification.

 

   

Lipper Large-Cap Core Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Large-Cap Core Funds Classification.

 

 

132

Section 6     Glossary of Investment Terms


   

Lipper Mid-Cap Core Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Mid-Cap Core Funds Classification.

 

   

Lipper Mid-Cap Value Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Mid-Cap Value Funds Classification.

 

   

Lipper Multi-Cap Growth Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Multi-Cap Growth Funds Classification.

 

   

Lipper S&P 500 ® Index Objective Classification Average: Represents the average annualized total return for all reporting funds in the Lipper S&P 500 ® Index Objective Funds Classification.

 

   

Lipper Small-Cap Core Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Small-Cap Core Funds Classification.

 

   

Lipper Small-Cap Growth Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Small-Cap Growth Funds Classification.

 

   

Lipper Small-Cap Value Classification Average: Represents the average annualized total return for all reporting funds in the Lipper Small-Cap Value Funds Classification.

 

   

MSCI All Country World Investable Market Index (ex U.S.): The MSCI (Morgan Stanley Capital International) All Country World Investable Market Index (ex U.S.) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The index consists of 45 country indexes comprising 24 developed and 21 emerging market countries.

 

   

MSCI EAFE Index: The MSCI (Morgan Stanley Capital International) EAFE (Europe, Australasia, Far East) Index is a free float-adjusted market capitalization weighted index designed to measure developed market equity performance, excluding the U.S. and Canada.

 

   

Options: Derivative contracts giving buyers the right to buy or to sell shares of a specified stock at a specified price on or before a given date. There are also options on currencies and other financial assets.

 

   

Russell 1000 ® Growth Index: An index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

 

   

Russell 1000 ® Value Index: An index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values.

 

   

Russell 2000 ® Growth Index: An index that measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.

 

   

Russell 2000 ® Index: An index that measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 ® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.

 

Section 6     Glossary of Investment Terms

 

 

133


   

Russell 2000 ® Value Index: An index that measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

 

   

Russell Midcap ® Growth Index: An index that measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values.

 

   

Russell Midcap ® Index: An index that measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap is a subset of the Russell 1000 ® Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap represents approximately 31% of the total market capitalization of the Russell 1000 companies.

 

   

Russell Midcap ® Value Index: An index that measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values.

 

   

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

 

   

S&P MidCap 400 ® Index: An unmanaged, market value-weighted index of 400 mid-cap companies.

 

   

Swaps: Derivative contracts in which two parties agree to exchange one stream of cash flows for another stream. Swap agreements define the dates when the cash flows will be paid and how the cash flows are calculated.

 

134

Section 6     Glossary of Investment Terms


Nuveen Mutual Funds

 

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

 

Municipal-National

All-American Municipal Bond

High Yield Municipal Bond

Inflation Protected Municipal Bond

Intermediate Duration Municipal Bond

Limited Term Municipal Bond

Short Duration High Yield Municipal Bond

Short Term Municipal Bond

 

 

Municipal-State

Arizona Municipal Bond

California High Yield Municipal Bond

California Municipal Bond

Colorado Municipal Bond

Connecticut Municipal Bond

Georgia Municipal Bond

Kansas Municipal Bond

Kentucky Municipal Bond

Louisiana Municipal Bond

Maryland Municipal Bond

Massachusetts Municipal Bond

Michigan Municipal Bond

Minnesota Intermediate Municipal Bond

Minnesota Municipal Bond

Missouri Municipal Bond

Nebraska Municipal Bond

New Jersey Municipal Bond

New Mexico Municipal Bond

New York Municipal Bond

North Carolina Municipal Bond

 

Municipal-State (continued)

Ohio Municipal Bond

Oregon Intermediate Municipal Bond

Pennsylvania Municipal Bond

Tennessee Municipal Bond

Virginia Municipal Bond

Wisconsin Municipal Bond

 

 

Taxable Fixed Income

Core Bond

Core Plus Bond

Global Total Return Bond

High Income Bond

Inflation Protected Securities

Intermediate Government Bond

NWQ Flexible Income

Preferred Securities

Short Term Bond

Strategic Income

Symphony Credit Opportunities

Symphony Floating Rate Income

Symphony High Yield Bond

 

 

Global/International

Global Growth

International

International Growth

International Select

Santa Barbara Global Dividend Growth

Santa Barbara International Dividend Growth

Symphony International Equity

Tradewinds Emerging Markets

Tradewinds Global All-Cap

 

Global/International (continued)

Tradewinds Global Resources

Tradewinds International Value

Tradewinds Japan

Tradewinds Small-Cap Opportunities

 

 

Value

Dividend Value

Large-Cap Value

Mid Cap Value

NWQ Large-Cap Value

NWQ Multi-Cap Value

NWQ Small-Cap Value

NWQ Small/Mid-Cap Value

Small Cap Value

Tradewinds Value Opportunities

 

 

Growth

Growth

Large Cap Growth

Large Cap Growth Opportunities

Mid Cap Growth Opportunities

Small Cap Growth Opportunities

Symphony Large-Cap Growth

Winslow Large-Cap Growth

 

 

Core

Concentrated Core

Core Dividend

Large Cap Core

Large Cap Core Plus

Large Cap Select

Mid Cap Select

Santa Barbara Dividend Growth

 

Core (continued)

Small Cap Select

Symphony Low Volatility Equity

Symphony Mid-Cap Core

 

 

Real Assets

Global Infrastructure

Gresham Diversified Commodity Strategy

Real Asset Income

Real Estate Securities

 

 

Asset Allocation

Strategy Aggressive Growth Allocation

Strategy Balanced Allocation

Strategy Conservative Allocation

Strategy Growth Allocation

 

 

Quantitative/Enhanced

Quantitative Enhanced Core Equity

 

 

Index

Equity Index

Mid Cap Index

Small Cap Index

 

 

Non-Traditional Strategies

Equity Long/Short

Equity Market Neutral

Gresham Long/Short Commodity Strategy

Intelligent Risk Conservative Allocation

Intelligent Risk Growth Allocation

Intelligent Risk Moderate Allocation

Tactical Market Opportunities

 

Several additional sources of information are available to you, including the codes of ethics adopted by the Funds, Nuveen Investments, Nuveen Fund Advisors and Nuveen Asset Management. The statement of additional information, incorporated by reference into this prospectus, contains detailed information on the policies and operation of the Funds included in this prospectus. Additional information about the Funds’ investments is available in the annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year. The Funds’ most recent statement of additional information, annual and semi-annual reports and certain other information are available, free of charge, by calling Nuveen Investor Services at (800) 257-8787, on the Funds’ website at www.nuveen.com, or through your financial advisor. Shareholders may call the toll free number above with any inquiries. The best sources for information regarding sales charges and distribution arrangements are the Funds’ prospectus and statement of additional information. The Funds have chosen to not separately disclose such information on their website because the prospectus and statement of additional information are made available free of charge on the website at www.nuveen.com.

You may also obtain this and other Fund information directly from the Securities and Exchange Commission (“ SEC ”). Reports and other information about the Funds are available on the EDGAR Database on the SEC’s website at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC at (202) 551-8090 for room hours and operation. You may also request Fund information by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section at 100 F Street, NE, Washington, D.C. 20549-1520. The SEC may charge a copying fee for this information.

The Funds are series of Nuveen Investment Funds, Inc., whose Investment Company Act file number is 811-05309.

Distributed by

Nuveen Securities, LLC

333 West Wacker Drive

Chicago, Illinois 60606

(800) 257-8787

www.nuveen.com

MPR-FSTK-0613D


February 28, 2013 , as supplemented June 24, 2013

Nuveen Dividend Value Fund

Ticker Symbols: Class A—FFEIX, Class B—FAEBX, Class C—FFECX, Class R3—FEISX, Class R6—FFEFX, Class I—FAQIX

Nuveen Equity Index Fund

Ticker Symbols: Class A—FAEIX, Class B—FAEQX, Class C—FCEIX, Class R3—FADSX, Class I—FEIIX

Nuveen International Fund

Ticker Symbols: Class A—FAIAX, Class C—FIACX, Class R3—ARQIX, Class I—FAICX

Nuveen International Select Fund

Ticker Symbols: Class A—ISACX, Class C—ICCSX, Class I—ISYCX

Nuveen Large Cap Growth Opportunities Fund

Ticker Symbols: Class A—FRGWX, Class B—FETBX, Class C—FAWCX, Class R3—FLCYX, Class R6—FLCFX, Class I—FIGWX

Nuveen Large Cap Select Fund

Ticker Symbols: Class A—FLRAX, Class C—FLYCX, Class I—FLRYX

Nuveen Mid Cap Growth Opportunities Fund

Ticker Symbols: Class A—FRSLX, Class B—FMQBX, Class C—FMECX, Class R3—FMEYX, Class R6—FMEFX, Class I—FISGX

Nuveen Mid Cap Index Fund

Ticker Symbols: Class A—FDXAX, Class C—FDXCX, Class R3—FMCYX, Class I—FIMEX

Nuveen Mid Cap Select Fund

Ticker Symbols: Class A—FATAX, Class C—FTACX, Class I—FATCX

Nuveen Mid Cap Value Fund

Ticker Symbols: Class A—FASEX, Class B—FAESX, Class C—FACSX, Class R3—FMVSX, Class I—FSEIX

Nuveen Quantitative Enhanced Core Equity Fund

Ticker Symbols: Class A—FQCAX, Class C—FQCCX, Class I—FQCYX

Nuveen Small Cap Growth Opportunities Fund

Ticker Symbols: Class A—FRMPX, Class B—FROBX, Class C—FMPCX, Class R3—FMPYX, Class I—FIMPX

Nuveen Small Cap Index Fund

Ticker Symbols: Class A—FMDAX, Class C—FPXCX, Class R3—ARSCX, Class I—ASETX

Nuveen Small Cap Select Fund

Ticker Symbols: Class A—EMGRX, Class B—ARSBX, Class C—FHMCX, Class R3—ASEIX, Class I—ARSTX

Nuveen Small Cap Value Fund

Ticker Symbols: Class A—FSCAX, Class C—FSCVX, Class R3—FSVSX, Class I—FSCCX

Nuveen Tactical Market Opportunities Fund

Ticker Symbols: Class A—NTMAX, Class C—NTMCX, Class I—FGTYX

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information (“ SAI ”) is not a prospectus. This SAI relates to, and should be read in conjunction with, the Prospectus dated February 28, 2013 for Nuveen Dividend Value Fund, Nuveen Equity Index Fund, Nuveen International Fund, Nuveen International Select Fund, Nuveen Large Cap Growth Opportunities Fund, Nuveen Large Cap Select Fund, Nuveen Mid Cap Growth Opportunities Fund, Nuveen Mid Cap Index Fund, Nuveen Mid Cap Select Fund, Nuveen Mid Cap Value Fund, Nuveen Quantitative Enhanced Core Equity Fund, Nuveen Small Cap Growth Opportunities Fund, Nuveen Small Cap Index Fund, Nuveen Small Cap Select Fund, Nuveen Small Cap Value Fund and Nuveen Tactical Market Opportunities Fund (each, a “Fund,” and collectively, the “Funds” ), each a series of Nuveen Investment Funds, Inc. A Prospectus may be obtained without charge from certain securities representatives, banks and other financial institutions that have entered into sales agreements with Nuveen Securities, LLC (the “Distributor” ), or from a Fund, by written request to the applicable Fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530, or by calling (800) 257-8787.

The audited financial statements for each Fund’s most recent fiscal year appear in the Fund’s Annual Report dated October 31, 2012, which is incorporated herein by reference and is available without charge by calling (800) 257-8787.


TABLE OF CONTENTS

     Page
General Information    S-4
Investment Restrictions    S-4
Investment Policies and Techniques    S-7

Asset Coverage Requirements

   S-7

Commodity-Linked Securities

   S-7

Convertible Securities

   S-8

Derivatives

   S-8

Exchange-Traded Funds

   S-18

Exchange-Traded Notes

   S-18

Fixed Income Securities

   S-19

Foreign Securities

   S-24

Index Participations and Index Participation Contracts

   S-26

Lending of Portfolio Securities

   S-26

Money Market Funds

   S-26

Other Investment Companies

   S-26

Preferred Stock

   S-27

Real Estate Investment Trust (“ REIT ”) Securities

   S-27

Royalty Trusts

   S-28

Short-Term Temporary Investments

   S-28

When-Issued and Delayed Delivery Transactions

   S-28

Index Disclaimers

   S-29
Management    S-31

Board Leadership Structure and Risk Oversight

   S-39

Board Diversification and Director Qualifications

   S-42

Board Compensation

   S-45

Share Ownership

   S-47

Sales Loads

   S-47
Service Providers    S-48

Investment Adviser

   S-48

Sub-Advisers

   S-51

Portfolio Managers

   S-53

Administrator

   S-59

Transfer Agent

   S-60

Custodians

   S-60

Distributor

   S-61

Independent Registered Public Accounting Firm

   S-61
Codes of Ethics    S-61
Proxy Voting Policies    S-61
Portfolio Transactions    S-62

Portfolio Trading and Turnover

   S-66
Disclosure of Portfolio Holdings    S-66
Net Asset Value    S-68

 

S-2


     Page
Capital Stock    S-68
Tax Matters    S-95

Federal Income Tax Matters

   S-95

Fund Status

   S-95

Qualification as a Regulated Investment Company

   S-95

Distributions

   S-96

Dividends Received Deduction

   S-96

If You Sell or Redeem Shares

   S-96

Taxation of Capital Gains and Losses

   S-96

Taxation of Certain Ordinary Income Dividends

   S-97

In-Kind Distributions

   S-97

Exchanges

   S-97

Deductibility of Fund Expenses

   S-97

Non-U.S. Tax Credit

   S-97

Investments in Certain Non-U.S. Corporations

   S-97

Non-U.S. Investors

   S-98

Capital Loss Carry-Forward

   S-98
Purchase and Redemption of Fund Shares    S-99

Class A Shares

   S-99

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

   S-100

Class B Shares

   S-102

Class C Shares

   S-102

Reduction or Elimination of Contingent Deferred Sales Charge

   S-103

Class R3 Shares

   S-104

Class R6 Shares

   S-105

Class I Shares

   S-105

Shareholder Programs

   S-106

Frequent Trading Policy

   S-108

Distribution and Service Plan

   S-109

General Matters

   S-112

Distribution Arrangements

   S-112

Additional Payments to Financial Intermediaries and Other Payments

   S-115

Intermediaries Receiving Additional Payments

   S-117
Financial Statements    S-119
Appendix A—Ratings of Investments    A-1
Appendix B—Proxy Voting Policies and Procedures    B-1

 

S-3


GENERAL INFORMATION

Nuveen Investment Funds, Inc. (“ NIF ”) was incorporated in the State of Maryland on August 20, 1987 under the name “SECURAL Mutual Funds, Inc.” The Board of Directors and shareholders, at meetings held January 10, 1991, and April 2, 1991, respectively, approved amendments to the Articles of Incorporation providing that the name “SECURAL Mutual Funds, Inc.” be changed to “First American Investment Funds, Inc.” At a meeting held February 27, 2011, the Board of Directors approved the name “First American Investment Funds, Inc.” be changed to “Nuveen Investment Funds, Inc.” Nuveen Dividend Value Fund was formerly named Nuveen Equity Income Fund. Nuveen Quantitative Enhanced Core Equity Fund was formerly named Nuveen Quantitative Large Cap Core Fund.

NIF is organized as a series fund and currently issues its shares in 31 series. Each series of shares represents a separate investment portfolio with its own investment objective and policies (in essence, a separate mutual fund). Nuveen Equity Index Fund, Nuveen Mid Cap Index Fund, and Nuveen Small Cap Index Fund are referred to herein collectively as the “ Index Funds .”

The Funds are diversified open-end management investment companies. The Funds’ investment adviser is Nuveen Fund Advisors, LLC ( “Nuveen Fund Advisors” or the “Adviser” ). Each Fund has one or more sub-advisers that are responsible for the day-to-day management of such Fund’s investment portfolio (each a “Sub-Adviser” and, collectively, the “Sub-Advisers” ). Nuveen Asset Management, LLC ( “Nuveen Asset Management” ) is a sub-adviser to each Fund. In addition, Altrinsic Global Advisors, LLC ( “Altrinsic” ) is also a sub-adviser to Nuveen International Fund. Altrinsic and Lazard Asset Management LLC ( “Lazard” ) are also sub-advisers to Nuveen International Select Fund.

Shareholders may purchase shares of each Fund through separate classes, Class A, Class B (only Nuveen Dividend Value Fund, Nuveen Equity Index Fund, Nuveen Large Cap Growth Opportunities Fund, Nuveen Mid Cap Growth Opportunities Fund, Nuveen Mid Cap Value Fund, Nuveen Small Cap Growth Opportunities Fund, and Nuveen Small Cap Select Fund and only under limited circumstances as described in the Funds’ Prospectus), Class C, Class R3 (except for Nuveen International Select Fund, Nuveen Large Cap Select Fund, Nuveen Mid Cap Select Fund, Nuveen Quantitative Enhanced Core Equity Fund, and Nuveen Tactical Market Opportunities Fund), Class R6 (only Nuveen Dividend Value Fund, Nuveen Large Cap Growth Opportunities Fund and Nuveen Mid Cap Growth Opportunities Fund) and Class I shares. The different share classes provide for variations in distribution costs, shareholder servicing fees, voting rights and dividends. To the extent permitted by the Investment Company Act of 1940, as amended (“ 1940 Act ”), the Funds may also provide for variations in other costs among the classes. In addition, a sales load is imposed on the sale of Class A, Class B and Class C shares of the Funds. Except for the foregoing differences among the classes pertaining to costs and fees, each share of each Fund represents an equal proportionate interest in that Fund.

The Articles of Incorporation and Bylaws of NIF provide that meetings of shareholders be held as determined by the Board of Directors and as required by the 1940 Act. Maryland corporation law requires a meeting of shareholders to be held upon the written request of shareholders holding 10% or more of the voting shares of NIF, with the cost of preparing and mailing the notice of such meeting payable by the requesting shareholders. The 1940 Act requires a shareholder vote for, among other things, all amendments to fundamental investment policies and restrictions, for approval of investment advisory contracts and amendments thereto, and for amendments to Rule 12b-1 distribution plans.

INVESTMENT RESTRICTIONS

In addition to the investment objectives and policies set forth in the Prospectus and under the caption “Investment Policies and Techniques” below, each Fund is subject to the investment restrictions set forth below. The investment restrictions set forth in paragraphs 1 through 8 below are fundamental and cannot be changed with respect to a Fund without approval by the holders of a majority of the outstanding shares of that Fund as defined in the 1940 Act, i.e., by the lesser of the vote of (a) 67% of the shares of the Fund present at a meeting where more than 50% of the outstanding shares are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund.

 

S-4


None of the Funds will:

1. Concentrate its investments in a particular industry, except that any Fund with one or more industry concentrations implied by its name shall, in normal market conditions, concentrate in securities of issues within that industry or industries. For purposes of this limitation, the U.S. Government is not considered a member of any industry. Whether the Fund is concentrating in an industry shall be determined in accordance with the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

2. Borrow money or issue senior securities, except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

3. With respect to 75% of its total assets, purchase securities of an issuer (other than (i) securities issued by other investment companies, (ii) securities issued by the U.S. Government, its agencies, instrumentalities or authorities, or (iii) repurchase agreements fully collateralized by U.S. Government securities) if (a) such purchase would, at the time, cause more than 5% of the Fund’s total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund.

4. Invest in companies for the purpose of control or management.

5. Purchase physical commodities or contracts relating to physical commodities. For Nuveen Tactical Market Opportunities Fund, this restriction shall not prohibit the Fund from investing in investment companies that provide exposure to commodities, options on commodity indices, commodity futures contracts and options thereon, commodity-related swap agreements, and other commodity-related derivative instruments.

6. Purchase or sell real estate unless as a result of ownership of securities or other instruments, but this shall not prevent the Funds from investing in securities or other instruments backed by real estate or interests therein or in securities of companies that deal in real estate or mortgages.

7. Act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed an underwriter under applicable laws.

8. Make loans except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

For purposes of applying the limitation set forth in number 1 above, according to the current interpretation by the Securities and Exchange Commission ( “SEC” ), a Fund would be concentrated in an industry if 25% or more of its total assets, based on current market value at the time of purchase, were invested in that industry. The Funds will use industry classifications provided by Bloomberg, Barclays, or other similar sources to determine its compliance with this limitation.

The limitation in number 1 above refers to concentration as that term is applied under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction. The limitation will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; securities of foreign governments; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. This limitation also does not place a limit on investment in issuers domiciled in a single jurisdiction or country.

For purposes of applying the limitation set forth in number 2 above, under the 1940 Act as currently in effect, a Fund is not permitted to issue senior securities, except that a Fund may borrow from any bank if immediately after such borrowing the value of the Fund’s total assets is at least 300% of the principal amount of all of the Fund’s borrowings (i.e., the principal amount of the borrowings may not exceed 33  1 / 3 % of the Fund’s total assets). In the event that such asset coverage shall at any

 

S-5


time fall below 300% the Fund shall, within three days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowing shall be at least 300%.

For purposes of applying the limitation set forth in number 3 above, to the extent that the income from a municipal bond is derived from a specific project, the securities will be deemed to be from the industry of that project.

For purposes of applying the limitation set forth in number 8 above, there are no limitations with respect to unsecured loans made by a Fund to an unaffiliated party. However, when a Fund loans its portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid violation of Section 18(f), the Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan.

The following restrictions are non-fundamental and may be changed by NIF’s Board of Directors without a shareholder vote:

None of the Funds will:

1. Invest more than 15% of its net assets in all forms of illiquid investments.

2. Borrow money in an amount exceeding 10% of the borrowing Fund’s total assets. None of the Funds will borrow money for leverage purposes. For the purpose of this investment restriction, the use of options and futures transactions and the purchase of securities on a when-issued or delayed delivery basis shall not be deemed the borrowing of money. No Fund will make additional investments while its borrowings exceed 5% of total assets.

3. Make short sales of securities.

4. Lend portfolio securities representing in excess of one-third of the value of its total assets.

5. Pledge any assets, except in connection with any permitted borrowing and then in amounts not in excess of one-third of the Fund’s total assets, provided that for the purposes of this restriction, margin deposits, security interests, liens and collateral arrangements with respect to options, futures contracts, options on futures contracts, and other permitted investments and techniques are not deemed to be a pledge of assets for purposes of this limitation.

6. Acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act.

7. Except for Nuveen Tactical Market Opportunities Fund, invest directly in futures, options on futures and swaps to the extent that the Adviser would be required to register with the Commodity Futures Trading Commission ( “CFTC” ) as a commodity pool operator. See “Investment Policies and Techniques—Derivatives—Limitations on the Use of Futures, Options on Futures and Swaps.”

With respect to the non-fundamental restriction set forth in number 1 above, each Fund will monitor portfolio liquidity on an ongoing basis and, in the event more than 15% of a Fund’s net assets are invested in illiquid investments, the Fund will reduce its holdings of illiquid securities in an orderly fashion in order to maintain adequate liquidity. Illiquid securities will have the same meaning as it does under the 1940 Act.

The Board of Directors has adopted guidelines and procedures under which the Funds’ investment adviser is to determine whether the following types of securities which may be held by certain Funds are “liquid” and to report to the Board concerning its determinations: (i) securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933; (ii) commercial paper issued in reliance on the “private placement” exemption from registration under Section 4(2) of the Securities Act of 1933, whether or not it is eligible for resale pursuant to Rule 144A; (iii) interest-only and principal-only, inverse floating and inverse interest-only securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities; and (iv) municipal leases and securities that represent interests in municipal leases.

 

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For determining compliance with its investment restriction relating to industry concentration, each Fund classifies asset-backed securities in its portfolio in separate industries based upon a combination of the industry of the issuer or sponsor and the type of collateral. The industry of the issuer or sponsor and the type of collateral will be determined by the Adviser. For example, an asset-backed security known as “Money Store 94-D A2” would be classified as follows: the issuer or sponsor of the security is The Money Store, a personal finance company, and the collateral underlying the security is automobile receivables. Therefore, the industry classification would be Personal Finance Companies—Automobile. Similarly, an asset-backed security known as “Midlantic Automobile Grantor Trust 1992-1 B” would be classified as follows: the issuer or sponsor of the security is Midlantic National Bank, a banking organization, and the collateral underlying the security is automobile receivables. Therefore, the industry classification would be Banks—Automobile. Thus, an issuer or sponsor may be included in more than one “industry” classification, as may a particular type of collateral.

With respect to any Fund that has adopted an investment strategy pursuant to Rule 35d-1 of the 1940 Act, whereby at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) must be invested in a strategy suggested by the Fund’s name, a policy has been adopted by the Funds to provide shareholders with at least 60 days’ notice in the event of a planned change to the investment strategy. Such notice to shareholders will meet the requirements of Rule 35d-1(c).

INVESTMENT POLICIES AND TECHNIQUES

The following information supplements the discussion of the Funds’ investment objectives, principal investment strategies, policies and techniques that appears in the Prospectus for the Funds. Additional information concerning principal investment strategies of the Funds, and other investment strategies that may be used by the Funds, is set forth below. The Funds have attempted to identify investment strategies that will be employed in pursuing each Fund’s investment objective. Additional information concerning the Funds’ investment restrictions is set forth above under “Investment Restrictions.”

If a percentage limitation on investments by a Fund stated in this SAI or the Prospectus is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in asset value will not be deemed to violate the limitation except in the case of the limitations on borrowing. A Fund, which is limited to investing in securities with specified ratings or of a certain credit quality, is not required to sell a security if its rating is reduced or its credit quality declines after purchase, but may consider doing so. Descriptions of the rating categories of Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“ Standard & Poor’s ”), Fitch, Inc. (“ Fitch ”) and Moody’s Investors Service, Inc. (“ Moody’s ”) are contained in Appendix A.

References in this section to the Adviser also apply, to the extent applicable, to the Sub-Adviser(s) of the Funds.

Asset Coverage Requirements

To the extent required by SEC guidelines, a Fund will only engage in transactions that expose it to an obligation to another party if it owns either (a) an offsetting position for the same type of financial asset, or (b) cash or liquid securities, designated on the Fund’s books or held in a segregated account, with a value sufficient at all times to cover its potential obligations not covered as provided in (a). Examples of transactions governed by these asset coverage requirements include, for example, options written by the Funds, futures contracts and options on futures contracts, forward currency contracts, swaps, and when-issued and delayed delivery transactions. Assets used as offsetting positions, designated on a Fund’s books, or held in a segregated account cannot be sold while the positions requiring cover are open unless replaced with other appropriate assets. As a result, the commitment of a large portion of assets to be used as offsetting positions or to be designated or segregated in such a manner could impede portfolio management or the ability to meet redemption requests or other current obligations.

Commodity-Linked Securities

As a principal investment strategy, Nuveen Tactical Market Opportunities Fund may invest in commodity-linked exchange-traded funds (“ ETFs ”) and derivative securities, which are designed to provide investment exposure to commodities without direct investment in physical commodities or

 

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commodities futures contracts. Commodities to which the Fund may gain exposure include assets such as oil, gas, industrial and precious metals, livestock, and agricultural or meat products, or other items that have tangible properties. The Fund may invest in securities that give it exposure to various commodities and commodity sectors. The value of commodity-linked securities held by the Fund may be affected by a variety of factors, including, but not limited to, overall market movements and other factors affecting the value of particular industries or commodities, such as weather, disease, embargoes, acts of war or terrorism, or political and regulatory developments.

The prices of commodity-linked securities may move in different directions than investments in traditional equity and debt securities. For example, during periods of rising inflation, debt securities have historically tended to decline in value due to the general increase in prevailing interest rates. Conversely, during those same periods of rising inflation, the prices of certain commodities, such as oil and metals, have historically tended to increase. Of course, there cannot be any guarantee that these investments will perform in that manner in the future, and at certain times the price movements of commodity-linked securities have been parallel to those of debt and equity securities. Commodities have historically tended to increase and decrease in value during different parts of the business cycle than financial assets. Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall portfolio diversification benefits.

Convertible Securities

Nuveen Dividend Value Fund and Nuveen Tactical Market Opportunities Fund may invest in convertible securities as a principal investment strategy. Each other Fund may invest in such securities as a non-principal investment strategy. Convertible securities are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.

Derivatives

Subject to the limitations set forth below under “Limitations on the Use of Futures, Options on Futures and Swaps,“ each Fund may use derivative instruments, as described below. Generally, a derivative is a financial contract the value of which depends upon, or is derived from, the value of an underlying asset, reference rate or index. Derivatives generally take the form of contracts under which the parties agree to payments between them based upon the performance of a wide variety of underlying references, such as stocks, bonds, loans, commodities, interest rates, currency exchange rates, and various domestic and foreign indices. Derivative instruments that some or all of the Funds

 

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may use include options contracts, futures contracts, options on futures contracts, forward currency contracts and swap transactions, all of which are described in more detail below.

The Funds may use derivatives for a variety of reasons, including as a substitute for investing directly in securities and currencies, as an alternative to selling a security short, as part of a hedging strategy (that is, for the purpose of reducing risk to a Fund), or for other purposes related to the management of the Funds. Derivatives permit a Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. However, 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 a Fund’s performance.

Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative and the portfolio as a whole. If a Fund invests in derivatives at inopportune times or judges market conditions incorrectly, such investments may lower the Fund’s return or result in a loss. A Fund also could experience losses or limit its gains if the performance of its derivatives is poorly correlated with the underlying instruments or the Fund’s other investments, or if the Fund is unable to liquidate its position because of an illiquid secondary market. The market for derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives.

While transactions in some derivatives may be effected on established exchanges, many other derivatives are privately negotiated and entered into in the over-the-counter market with a single counterparty. When exchange-traded derivatives are purchased and sold, a clearing agency associated with the exchange stands between each buyer and seller and effectively guarantees performance of each contract, either on a limited basis through a guaranty fund or to the full extent of the clearing agency’s balance sheet. Transactions in over-the-counter derivatives have no such protection. Each party to an over-the-counter derivative bears the risk that its direct counterparty will default. In addition, over-the-counter derivatives may be less liquid than exchange-traded derivatives since the other party to the transaction may be the only investor with sufficient understanding of the derivative to be interested in bidding for it.

Derivatives generally involve leverage in the sense that the investment exposure created by the derivative is significantly greater than the Fund’s initial investment in the derivative. As discussed above under “—Asset Coverage Requirements,” a Fund may be required to segregate permissible liquid assets, or engage in other permitted measures, to “cover” the Fund’s obligations relating to its transactions in derivatives. For example, in the case of futures contracts or forward contracts that are not contractually required to cash settle, a Fund must set aside liquid assets equal to such contracts’ full notional value (generally, the total numerical value of the asset underlying a future or forward contract at the time of valuation) while the positions are open. With respect to futures contracts or forward contracts that are contractually required to cash settle, however, a Fund is permitted to set aside liquid assets in an amount equal to the Fund’s daily mark-to-market net obligation (i.e., the Fund’s daily net liability) under the contracts, if any, rather than such contracts’ full notional value. By setting aside assets equal to only its net obligations under cash-settled futures and forward contracts, the Fund may employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts.

Derivatives also may involve other types of leverage. For example, an instrument linked to the value of a securities index may return income calculated as a multiple of the price movement of the underlying index. This leverage will increase the volatility of these derivatives since they may increase or decrease in value more quickly than the underlying instruments.

The particular derivative instruments the Funds can use are described below. A Fund’s portfolio managers may decide not to employ some or all of these instruments, and there is no assurance that any derivatives strategy used by a Fund will succeed. The Funds may employ new derivative instruments and strategies when they are developed, if those investment methods are consistent with the particular Fund’s investment objective and are permissible under applicable regulations governing the Fund.

 

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Futures and Options on Futures

The Funds may engage in futures transactions as a principal investment strategy. The Funds may buy and sell futures contracts that relate to: (1) interest rates, (2) debt securities, (3) bond indices, (4) foreign currencies, (5) stock indices, and (6) individual stocks. The Funds also may buy and write options on the futures contracts in which they may invest (“ futures options ”) and may write straddles, which consist of a call and a put option on the same futures contract. The Funds will only write options and straddles which are “covered.” This means that, when writing a call option, a Fund must either segregate liquid assets with a value equal to the fluctuating market value of the optioned futures contract, or the Fund must own an option to purchase the same futures contract having an exercise price that is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets. When writing a put option, a Fund must segregate liquid assets in an amount not less than the exercise price, or own a put option on the same futures contract where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets. A straddle will be covered when sufficient assets are deposited to meet the Fund’s immediate obligations. A Fund may use the same liquid assets to cover both the call and put options in a straddle where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is “in the money.” The Funds may only enter into futures contracts and futures options which are standardized and traded on a U.S. or foreign exchange, board of trade or similar entity, or quoted on an automated quotation system.

A futures contract is an agreement between two parties to buy and sell a security, index, interest rate, or currency (each a “ financial instrument ”) for a set price on a future date. Certain futures contracts, such as futures contracts relating to individual securities, call for making or taking delivery of the underlying financial instrument. However, these contracts generally are closed out before delivery by entering into an offsetting purchase or sale of a matching futures contract (same exchange, underlying financial instrument, and delivery month). Other futures contracts, such as futures contracts on interest rates and indices, do not call for making or taking delivery of the underlying financial instrument, but rather are agreements pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the financial instrument at the close of the last trading day of the contract and the price at which the contract was originally written. These contracts also may be settled by entering into an offsetting futures contract.

Unlike when a Fund purchases or sells a security, no price is paid or received by a Fund upon the purchase or sale of a futures contract. Initially, a Fund will be required to deposit with the futures broker, known as a futures commission merchant (“ FCM ”), an amount of cash or securities equal to a varying specified percentage of the contract amount. This amount is known as initial margin. The margin deposit is intended to ensure completion of the contract. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, FCMs may establish margin deposit requirements that are higher than the exchange minimums. Cash held in the margin account generally is not income producing. However, coupon-bearing securities, such as Treasury securities, held in margin accounts generally will earn income. Subsequent payments to and from the FCM, called variation margin, will be made on a daily basis as the price of the underlying financial instrument fluctuates, making the futures contract more or less valuable, a process known as marking the contract to market. Changes in variation margin are recorded by a Fund as unrealized gains or losses. At any time prior to expiration of the futures contract, a Fund may elect to close the position by taking an opposite position that will operate to terminate its position in the futures contract. A final determination of variation margin is then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a gain or loss. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of a Fund, the Fund may be entitled to the return of margin owed to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the Fund. Futures transactions also involve brokerage costs and the Fund may have to segregate additional liquid assets in accordance with applicable SEC requirements. See “—Asset Coverage Requirements” above.

 

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A futures option gives the purchaser of such option the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the purchaser acquires a long position in the futures contract and the writer is assigned the opposite short position. Upon the exercise of a put option, the opposite is true. Futures options possess many of the same characteristics as options on securities, currencies and indices (discussed below under “—Options Transactions”).

Regulation of Nuveen Tactical Market Opportunities Fund as a Commodity Pool. Effective January 1, 2013, Nuveen Tactical Market Opportunities Fund is subject to regulation as a commodity pool under the Commodity Exchange Act (“ CEA ”), and the Adviser has registered with the CFTC and the National Futures Association (“ NFA ”) as a commodity pool operator with respect to the Fund. The CFTC has proposed amendments to its rules which, upon their compliance dates, will subject the Fund and the Adviser to additional disclosure, reporting and recordkeeping rules, compliance with which is likely to increase the Fund’s expenses.

The Sub-Adviser’s investment decisions may need to be modified, and commodity contract positions held by Nuveen Tactical Market Opportunities Fund may have to be liquidated at disadvantageous times or prices, to avoid exceeding position limits established by the CFTC, potentially subjecting the Fund to substantial losses.

The regulation of commodity transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by government, self-regulatory and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse to the Fund.

Limitations on the Use of Futures, Options on Futures and Swaps. Each Fund, other than Nuveen Tactical Market Opportunities Fund, will limit its direct investments in futures, options on futures and swaps to the extent necessary for the Adviser to claim the exclusion from regulation as a commodity pool operator with respect to each such Fund under CFTC Rule 4.5, as such rule may be amended from time to time. Under Rule 4.5 as currently in effect, each such Fund will limit its trading activity in futures, option on futures and swaps (excluding activity for “bona fide hedging purposes,” as defined by the CFTC) such that it meets one of the following tests:

 

   

Aggregate initial margin and premiums required to establish its futures, options on futures and swap positions do not exceed 5% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and losses on such positions; or

 

   

Aggregate net notional value of its futures, options on futures and swap positions does not exceed 100% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and losses on such positions.

With respect to each such Fund, the Adviser has filed a notice of eligibility for exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act and therefore is not subject to registration or regulation as a commodity pool operator thereunder.

The requirements for qualification as a regulated investment company may also limit the extent to which each Fund may invest in futures, options on futures and swaps. See “Tax Matters—Qualification as a Regulated Investment Company.”

VIX Futures. Nuveen Tactical Market Opportunities Fund may buy and sell futures contracts that track the level of the Chicago Board Options Exchange (“ CBOE ”) Volatility Index (“ VIX ”). The CBOE Volatility Index is based upon the prices of options on the S&P 500 Index that are listed on the CBOE, and is designed to reflect investors’ projection of future (30-day) stock market volatility. The value of VIX futures is dependent on the movements in the expected volatility of stock prices; it is not dependent on the direction of stock prices. Thus, VIX futures provide a way for Nuveen Tactical Market Opportunities Fund to seek to either hedge certain of its portfolio positions or to profit by correctly forecasting the future volatility in the stock market. Please see below for a description of the principal risks associated with futures, including VIX futures.

Risks Associated with Futures and Futures Options. There are risks associated with the use of futures contracts and futures options. A purchase or sale of a futures contract may result in a loss in excess of the amount invested in the futures contract.

 

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If futures are used for hedging purposes, there can be no guarantee that there will be a correlation between price movements in the futures contract and in the underlying financial instruments that are being hedged. This could result from differences between the financial instruments being hedged and the financial instruments underlying the standard contracts available for trading (e.g., differences in interest rate levels, maturities and the creditworthiness of issuers). In addition, price movements of futures contracts may not correlate perfectly with price movements of the financial instruments underlying the futures contracts due to certain market distortions.

Successful use of futures by the Funds also is subject to a Sub-Adviser’s ability to predict correctly movements in the direction of the relevant market. For example, if a Fund uses futures to hedge against the possibility of a decline in the market value of securities held in its portfolio and the prices of such securities increase instead, the Fund will lose part or all of the benefit of the increased value of the securities which it has hedged because it will have offsetting losses in its futures positions. Furthermore, if in such circumstances the Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements. The Fund may have to sell such securities at a time when it may be disadvantageous to do so.

There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, and the Fund would remain obligated to meet margin requirements until the position is closed. Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.

Additional Risks Associated with Commodity Futures Contracts . There are several additional risks associated with transactions in commodity futures contracts.

Storage . Unlike the financial futures markets, in the commodity futures markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity futures contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while the Fund is invested in futures contracts on that commodity, the value of the futures contract may change proportionately.

Reinvestment . In the commodity futures markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling futures contracts today to lock in the price of the commodity at the time of delivery. In order to induce speculators to purchase the other side of the same futures contract, the commodity producer generally must sell the futures contract at a lower price than the expected future spot price. Conversely, if most hedgers in the futures market are purchasing futures contracts to hedge against a rise in prices, then speculators will only sell the other side of the futures contract at a higher futures price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for the Fund. If the nature of hedgers and speculators in futures markets has shifted when it is time for the Fund to reinvest the proceeds of a maturing contract in a new futures contract, the Fund might reinvest at higher or lower futures prices, or choose to pursue other investments.

Other Economic Factors . The commodities which underlie commodity futures contracts may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments, including futures contracts, than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a

 

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result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks which subject the Fund’s investments to greater volatility than investments in traditional securities.

Forward Currency Contracts and other Foreign Currency Transactions

The Funds (other than Nuveen Quantitative Enhanced Core Equity Fund and the Index Funds) may enter into forward currency contracts as a principal investment strategy. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers. Unlike futures contracts, which are standardized contracts, forward contracts can be specifically drawn to meet the needs of the parties that enter into them. The parties to a forward currency contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated exchange. Because forward contracts are not traded on an exchange, the Funds are subject to the credit and performance risk of the counterparties to such contracts.

The following summarizes the principal currency management strategies involving forward contracts that may be used by the Funds. These Funds also may use currency futures contracts and options thereon (see “—Futures and Options on Futures” above), and put and call options on foreign currencies (see “—Options Transactions” below) for the same purposes.

Transaction Hedges . When a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when it anticipates receiving dividend payments in a foreign currency, the Fund might wish to lock in the U.S. dollar price of the security or the U.S. dollar equivalent of the dividend payments. To do so, the Fund could enter into a forward contract for the purchase or sale of the amount of foreign currency involved in the underlying transaction at a fixed amount of U.S. dollars per unit of the foreign currency. This is known as a “transaction hedge.” A transaction hedge will protect a Fund against a loss from an adverse change in the currency exchange rate during the period between the date on which the security is purchased or sold or on which the payment is declared, and the date on which the payment is made or received. Forward contracts to purchase or sell a foreign currency may also be used by a Fund in anticipation of future purchases or sales of securities denominated in a foreign currency, even if the specific investments have not yet been selected by a Sub-Adviser. This strategy is sometimes referred to as “anticipatory hedging.”

Position Hedges . A Fund could also use forward contracts to lock in the U.S. dollar value of portfolio positions. This is known as a “position hedge.” When a Fund believes that a foreign currency might suffer a substantial decline against the U.S. dollar, it could enter into a forward contract to sell an amount of that foreign currency approximating the value of some or all of the Fund’s portfolio securities denominated in that foreign currency. When a Fund believes that the U.S. dollar might suffer a substantial decline against a foreign currency, it could enter into a forward contract to buy that foreign currency for a fixed dollar amount. Alternatively, a Fund could enter into a forward contract to sell a different foreign currency for a fixed U.S. dollar amount if the Fund believes that the U.S. dollar value of that foreign currency will fall whenever there is a decline in the U.S. dollar value of the currency in which portfolio securities of the Fund are denominated. This is referred to as a “cross hedge.”

Shifting Currency Exposure . A Fund may also enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to foreign currency or from one foreign currency to another foreign currency. This strategy tends to limit exposure to the currency sold, and increase exposure to the currency that is purchased, much as if a Fund had sold a security denominated in one currency and purchased an equivalent security denominated in another currency.

Risks Associated with Forward Currency Transactions. A Sub-Adviser’s decision whether to enter into foreign currency transactions will depend in part on its view regarding the direction and amount in which exchange rates are likely to move. The forecasting of movements in exchange rates is extremely difficult, so that it is highly uncertain whether a currency management strategy, if undertaken, would be successful. To the extent that a Sub-Adviser’s view regarding future exchange rates proves to have been incorrect, a Fund may realize losses on its foreign currency transactions. Even if a foreign currency hedge is effective in protecting a Fund from losses resulting from

 

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unfavorable changes in exchange rates between the U.S. dollar and foreign currencies, it also would limit the gains which might be realized by the Fund from favorable changes in exchange rates.

Options Transactions

To the extent set forth below, the Funds may purchase put and call options on specific securities (including groups or “baskets” of specific securities), interest rates, stock indices, bond indices, and/or foreign currencies. In addition, the Funds may write put and call options on such financial instruments. Options on futures contracts are discussed above under “— Futures and Options on Futures.”

Options on Securities . As a principal investment strategy, the Funds (other than the Index Funds) may purchase put and call options on securities they own or have the right to acquire. A put option on a security gives the purchaser of the option the right (but not the obligation) to sell, and the writer of the option the obligation to buy, the underlying security at a stated price (the “exercise price”) at any time before the option expires. A call option on a security gives the purchaser the right (but not the obligation) to buy, and the writer the obligation to sell, the underlying security at the exercise price at any time before the option expires. The purchase price for a put or call option is the “premium” paid by the purchaser for the right to sell or buy.

A Fund may purchase put options to hedge against a decline in the value of its portfolio. By using put options in this way, a Fund would reduce any profit it might otherwise have realized in the underlying security by the amount of the premium paid for the put option and by transaction costs. In similar fashion, a Fund may purchase call options to protect against an increase in the price of securities that the Fund anticipates purchasing in the future, a practice sometimes referred to as “anticipatory hedging.” The premium paid for the call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises sufficiently, the option may expire unexercised.

Options on Interest Rates and Indices . As principal investment strategies, the Funds may purchase put and call options on interest rates and on stock and bond indices. An option on interest rates or on an index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the underlying interest rate or index is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the exercise-settlement value of the interest rate option or the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple (the “multiplier”). The writer of the option is obligated, for the premium received, to make delivery of this amount. Settlements for interest rate and index options are always in cash.

Options on Currencies. The Funds (other than Nuveen Quantitative Enhanced Core Equity Fund and the Index Funds) may purchase put and call options on foreign currencies as a principal investment strategy. A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its position during the option period in the secondary market for such options at any time prior to expiration.

A foreign currency call option rises in value if the underlying currency appreciates. Conversely, a foreign currency put option rises in value if the underlying currency depreciates. While purchasing a foreign currency option may protect a Fund against an adverse movement in the value of a foreign currency, it would limit the gain which might result from a favorable movement in the value of the currency. For example, if the Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put. In such an event, however, the amount of the Fund’s gain would be offset in part by the premium paid for the option. Similarly, if the Fund entered into a contract to purchase a security denominated in a foreign currency and purchased a foreign currency call to hedge against a rise in the value of the currency between the date of purchase and the settlement date, the Fund would not need to exercise its call if the currency instead depreciated in value. In such a case, the Fund could acquire the amount of foreign currency needed for settlement in the spot market at a lower price than the exercise price of the option.

 

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Writing Options. The Funds may write (sell) covered put and call options as a principal investment strategy. These transactions would be undertaken principally to produce additional income. The Funds receive a premium from writing options which it retains whether or not the option is exercised. The Funds may write covered straddles consisting of a combination of a call and a put written on the same underlying instrument.

The Funds will write options only if they are “covered.” In the case of a call option on a security, the option is covered if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other liquid assets in such amount are segregated) upon conversion or exchange of the securities held by the Fund. For a call option on an index or currency, the option is covered if the Fund segregates liquid assets in an amount equal to the contract value of the index or currency. A call option is also covered if the Fund holds a call on the same security, index or currency as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated liquid assets. A put option on a security, currency or index is “covered” if the Fund segregates liquid assets equal to the exercise price. A put option is also covered if the Fund holds a put on the same security, currency or index as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated liquid assets. A straddle will be covered when sufficient assets are deposited to meet the Fund’s immediate obligations. The Fund may use the same liquid assets to cover both the call and put options in a straddle where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is “in the money.”

Expiration or Exercise of Options. If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security, currency or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires.

A Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security, currency or index in relation to the exercise price of the option, the volatility of the underlying security, currency or index, and the time remaining until the expiration date.

Risks Associated with Options Transactions. There are several risks associated with options transactions. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

When a Fund purchases a put or call option, it risks a total loss of the premium paid for the option, plus any transaction costs, if the price of the underlying security does not increase or decrease sufficiently to justify the exercise of such option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.

 

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There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. If a Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. There is also a risk that, if restrictions on exercise were imposed, a Fund might be unable to exercise an option it had purchased.

With respect to options written by the Funds during the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligations as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price.

Swap Transactions

Nuveen Tactical Market Opportunities Fund may enter into total return, interest rate, currency and credit default swap agreements and interest rate caps, floors and collars as a principal investment strategy. The Fund may also enter into options on the foregoing types of swap agreements (“ swap options ”).

The Fund may enter into swap transactions for any purpose consistent with its investment objectives and strategies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against an increase in the price of securities the Fund anticipates purchasing at a later date, to reduce risk arising from the ownership of a particular instrument, or to gain exposure to certain securities, sectors or markets in the most economical way possible.

Swap agreements are two party contracts entered into primarily by institutional investors for a specified period of time. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined asset, reference rate or index. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, e.g., the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index. The notional amount of the swap agreement generally is only used as a basis upon which to calculate the obligations that the parties to the swap agreement have agreed to exchange. The Fund’s current obligations under a net swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by assets determined to be liquid by a Sub-Adviser. See “—Asset Coverage Requirements” above.

Interest Rate Swaps, Caps, Collars and Floors . Interest rate swaps are bilateral contracts in which each party agrees to make periodic payments to the other party based on different referenced interest rates (e.g., a fixed rate and a floating rate) applied to a specified notional amount. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. Interest rate collars involve selling a cap and purchasing a floor or vice versa to protect the Fund against interest rate movements exceeding given minimum or maximum levels.

Currency Swaps . A currency swap is an agreement between two parties to exchange equivalent fixed amounts in two different currencies for a fixed period of time. The exchange of currencies at the inception date of the contract takes place at the current spot rate. Such an agreement may provide that, for the duration of the swap, each party pays interest to the other on the received amount at an agreed upon fixed or floating interest rate. When the contract ends, the parties re-exchange the currencies at the initial exchange rate, a specified rate, or the then current spot rate. Some currency swaps may not provide for exchanging currencies, but only for exchanging interest cash flows.

 

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Total Return Swaps . In a total return swap, one party agrees to pay the other the “total return” of a defined underlying asset during a specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks, bonds and defined baskets of loans and mortgages. The Fund might enter into a total return swap involving an underlying index or basket of securities to create exposure to a potentially widely-diversified range of securities in a single trade. An index total return swap can be used by the portfolio managers to assume risk, without the complications of buying the component securities from what may not always be the most liquid of markets.

Credit Default Swaps . A credit default swap is a bilateral contract that enables an investor to buy or sell protection against a defined-issuer credit event. The Fund may enter into credit default swap agreements either as a buyer or a seller. The Fund may buy protection to attempt to mitigate the risk of default or credit quality deterioration in one or more of its individual holdings or in a segment of the fixed income securities market to which it has exposure, or to take a “short” position in individual bonds or market segments which it does not own. The Fund may sell protection in an attempt to gain exposure to the credit quality characteristics of particular bonds or market segments without investing directly in those bonds or market segments.

As the buyer of protection in a credit default swap, the Fund will pay a premium (by means of an upfront payment or a periodic stream of payments over the term of the agreement) in return for the right to deliver a referenced bond or group of bonds to the protection seller and receive the full notional or par value (or other agreed upon value) upon a default (or similar event) by the issuer(s) of the underlying referenced obligation(s). If no default occurs, the protection seller would keep the stream of payments and would have no further obligation to the Fund. Thus, the cost to the Fund would be the premium paid with respect to the agreement. If a credit event occurs, however, the Fund may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. The Fund bears the risk that the protection seller may fail to satisfy its payment obligations.

If the Fund is a seller of protection in a credit default swap and no credit event occurs, the Fund would generally receive an up-front payment or a periodic stream of payments over the term of the swap. If a credit event occurs, however, generally the Fund would have to pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As the protection seller, the Fund effectively adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. Thus, the Fund bears the same risk as it would by buying the reference obligations directly, plus the additional risks related to obtaining investment exposure through a derivative instrument discussed below under “—Risks Associated with Swap Transactions.”

Swap Options . A swap option is a contract that gives a counterparty the right (but not the obligation), in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. A cash-settled option on a swap gives the purchaser the right, in return for the premium paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. The Fund may write (sell) and purchase put and call swap options. Depending on the terms of the particular option agreement, the Fund generally will incur a greater degree of risk when it writes a swap option than when it purchases a swap option. When the Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when the Fund writes a swap option, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement.

Risks Associated with Swap Transactions . The use of swap transactions is a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions. If a Sub-Adviser is incorrect in its forecasts of default risks, market spreads or other applicable factors the investment performance of the Fund would diminish compared with what it would have been if these techniques were not used. As the protection seller in a credit default swap, the Fund effectively adds economic leverage to its portfolio because, in addition to being subject to investment exposure on its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. The Fund may

 

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only close out a swap, cap, floor, collar or other two-party contract with its particular counterparty, and may only transfer a position with the consent of that counterparty. In addition, the price at which the Fund may close out such a two party contract may not correlate with the price change in the underlying reference asset. If the counterparty defaults, the Fund will have contractual remedies, but there can be no assurance that the counterparty will be able to meet its contractual obligations or that the Fund will succeed in enforcing its rights. It also is possible that developments in the derivatives market, including potential government regulation, could adversely affect the Fund’s ability to terminate existing swap or other agreements or to realize amounts to be received under such agreements.

Exchange-Traded Funds

Nuveen International Fund, Nuveen International Select Fund, Nuveen Quantitative Enhanced Core Equity Fund, and Nuveen Tactical Market Opportunities Fund may invest in ETFs as a principal investment strategy. The other Funds may invest in ETFs as a non-principal investment strategy. ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities designed to track a particular market index. A Fund could purchase an ETF to gain exposure to all or a portion of the U.S. market, a foreign market, a region, a commodity, a currency, or to any other index that an ETF tracks. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETF’s shares may fluctuate. In addition, because they, unlike traditional mutual funds, are traded on an exchange, ETFs are subject to the following risks: (i) the performance of the ETF may not replicate the performance of the underlying index that it is designed to track; (ii) the market price of the ETF’s shares may trade at a premium or discount to the ETF’s net asset value; (iii) an active trading market for an ETF may not develop or be maintained; and (iv) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain unchanged. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of the Fund’s shares could also be substantially and adversely affected.

An investment company’s investments in other investment companies are typically subject to statutory limitations prescribed by the 1940 Act. Many ETFs, however, have obtained exemptive relief from the SEC to permit unaffiliated funds (such as a Fund) to invest in their shares beyond these statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds. Nuveen Tactical Market Opportunities Fund may rely on these exemptive orders in investing in ETFs.

Exchange-Traded Notes

The Funds may invest in exchange-traded notes (“ ETNs ”) as a non-principal investment strategy. ETNs are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines both aspects of bonds and ETFs. An ETN’s returns are based on the performance of a market index minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the market index to which the ETN is linked minus certain fees.

Unlike regular bonds, ETNs do not make periodic interest payments and principal is not protected. ETNs are subject to credit risk and the value of an ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When a Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. A Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN.

ETNs are also subject to tax risk. No assurance can be given that the Internal Revenue Service (“ IRS ”) will accept, or a court will uphold, how the Funds characterize and treat ETNs for tax purposes.

 

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Further, the IRS and Congress have considered proposals that would change the timing and character of income and gains from ETNs.

An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form.

The market value of ETN shares may differ from their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN share trades at a premium or discount to its market benchmark or strategy.

Fixed Income Securities

The Funds may invest in or have exposure to the fixed income securities described below as either a principal or non-principal investment strategy, as indicated. These securities are subject to (i) interest rate risk (the risk that increases in market interest rates will cause declines in the value of debt securities held by a Fund); (ii) credit risk (the risk that the issuers of debt securities held by a Fund default in making required payments); and (iii) call or prepayment risk (the risk that a borrower may exercise the right to prepay a debt obligation before its stated maturity, requiring a Fund to reinvest the prepayment at a lower interest rate).

U.S. Government Securities

Each Fund, other than Nuveen Tactical Market Opportunities Fund, may invest in U.S. government securities as a non-principal investment strategy. Nuveen Tactical Market Opportunities Fund may invest in U.S. Treasury obligations as a principal investment strategy. The U.S. government securities in which the Funds may invest are either issued or guaranteed by the U.S. government, its agencies or instrumentalities. The U.S. government securities in which the Funds invest principally are:

 

   

direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds;

 

   

notes, bonds, and discount notes issued and guaranteed by U.S. government agencies and instrumentalities supported by the full faith and credit of the United States;

 

   

notes, bonds, and discount notes of U.S. government agencies or instrumentalities which receive or have access to federal funding; and

 

   

notes, bonds, and discount notes of other U.S. government instrumentalities supported only by the credit of the instrumentalities.

U.S. Treasury obligations include separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities ( “STRIPS” ), which are transferable through the Federal book-entry system. STRIPS are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security, and such accretion will constitute the income earned on the security for both accounting and tax purposes. Because of these features, such securities may be subject to greater interest rate volatility than interest paying U.S. Treasury obligations.

The government securities in which the Funds may invest are backed in a variety of ways by the U.S. government or its agencies or instrumentalities. Some of these securities, such as Government National Mortgage Association (“ GNMA ”) mortgage-backed securities, are backed by the full faith and credit of the U.S. government. Other securities, such as obligations of the Federal National Mortgage Association (“ FNMA ”) or the Federal Home Loan Mortgage Corporation (“ FHLMC ”) are backed by the credit of the agency or instrumentality issuing the obligations but not the full faith and credit of the U.S. government. No assurances can be given that the U.S. government will provide financial support to these other agencies or instrumentalities because it is not obligated to do so. See “—Agency Pass-Through Certificates” below for a description of these securities.

 

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Agency Pass-Through Certificates

The Funds may invest in Agency Pass-Through Certificates to the same extent they can invest in U.S. government securities. Agency Pass-Through Certificates are mortgage pass-through certificates representing undivided interests in pools of residential mortgage loans. Distribution of principal and interest on the mortgage loans underlying an Agency Pass-Through Certificate is an obligation of or guaranteed by GNMA, FNMA or FHLMC. GNMA is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The guarantee of GNMA with respect to GNMA certificates is backed by the full faith and credit of the United States, and GNMA is authorized to borrow from the U.S. Treasury in an amount which is at any time sufficient to enable GNMA, with no limitation as to amount, to perform its guarantee.

FNMA is a federally chartered and privately owned corporation organized and existing under federal law. Although the Secretary of the Treasury of the United States has discretionary authority to lend funds to FNMA, neither the United States nor any agency thereof is obligated to finance FNMA’s operations or to assist FNMA in any other manner.

FHLMC is a federally chartered corporation organized and existing under federal law, the common stock of which is owned by the Federal Home Loan Banks. Neither the United States nor any agency thereof is obligated to finance FHLMC’s operations or to assist FHLMC in any other manner.

The mortgage loans underlying GNMA certificates are partially or fully guaranteed by the Federal Housing Administration or the Veterans Administration, while the mortgage loans underlying FNMA certificates and FHLMC certificates are conventional mortgage loans which are, in some cases, insured by private mortgage insurance companies. Agency Pass-Through Certificates may be issued in a single class with respect to a given pool of mortgage loans or in multiple classes.

The residential mortgage loans evidenced by Agency Pass-Through Certificates generally are secured by first mortgages on one- to four-family residential dwellings. Such mortgage loans generally have final maturities ranging from 15 to 40 years and generally provide for monthly payments in amounts sufficient to amortize their original principal amounts by the maturity dates. Each monthly payment on such mortgage loans generally includes both an interest component and a principal component, so that the holder of the mortgage loans receives both interest and a partial return of principal in each monthly payment. In general, such mortgage loans can be prepaid by the borrowers at any time without any prepayment penalty. In addition, many such mortgage loans contain a “due-on-sale” clause requiring the loans to be repaid in full upon the sale of the property securing the loans. Because residential mortgage loans generally provide for monthly amortization and may be prepaid in full at any time, the weighted average maturity of a pool of residential mortgage loans is likely to be substantially shorter than its stated final maturity date. The rate at which a pool of residential mortgage loans is prepaid may be influenced by many factors and is not predictable with precision.

Corporate Debt Securities

Nuveen Tactical Market Opportunities Fund may invest in or have exposure to corporate debt securities as a principal investment strategy. Each Fund, other than Nuveen Tactical Market Opportunities Fund, may invest in corporate debt securities as a non-principal investment strategy. Corporate debt securities are fully taxable debt obligations issued by corporations. These securities fund capital improvements, expansions, debt refinancing or acquisitions that require more capital than would ordinarily be available from a single lender. Investors in corporate debt securities lend money to the issuing corporation in exchange for interest payments and repayment of the principal at a set maturity date. Rates on corporate debt securities are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and other terms of the security, such as a call feature. Corporate debt securities are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligations and may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity. In addition, corporate restructurings, such as mergers, leveraged buyouts, takeovers or similar corporate transactions are often financed by an increase in a corporate issuer’s debt securities. As a result of the added debt burden, the credit quality and market value of an issuer’s existing debt securities may decline significantly. Except as described below under

 

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“—Debt Obligations Rated Less than Investment Grade,” investments in nonconvertible corporate debt securities will be limited to investment-grade securities, defined as securities which are rated at the time of purchase by two of Moody’s, Standard & Poor’s and Fitch not less than Baa, BBB and BBB (or the equivalent short-term ratings), respectively, unless only one of those rating agencies provides a rating, in which case that rating must be at least Baa or BBB, or which are of comparable quality in the judgment of a Sub-Adviser.

Repurchase Agreements

Each of the Funds, other than Nuveen Tactical Market Opportunities Fund, may invest in repurchase agreements as a non-principal investment strategy. Ordinarily, a Fund does not expect its investment in repurchase agreements to exceed 10% of its total assets. However, because a Fund may invest without limit in cash and short-term securities for temporary defensive purposes, there is no limit on a Fund’s ability to invest in repurchase agreements. A repurchase agreement involves the purchase by a Fund of securities with the agreement that after a stated period of time, the original seller will buy back the same securities (“collateral”) at a predetermined price or yield. Repurchase agreements involve certain risks not associated with direct investments in securities. If the original seller defaults on its obligation to repurchase as a result of its bankruptcy or otherwise, the purchasing Fund will seek to sell the collateral, which could involve costs or delays. Although collateral (which may consist of any fixed income security which is an eligible investment for the Fund entering into the repurchase agreement) will at all times be maintained in an amount equal to the repurchase price under the agreement (including accrued interest), a Fund would suffer a loss if the proceeds from the sale of the collateral were less than the agreed-upon repurchase price. A Sub-Adviser will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements.

The Funds’ custodian will hold the securities underlying any repurchase agreement, or the securities will be part of the Federal Reserve/Treasury Book Entry System. The market value of the collateral underlying the repurchase agreement will be determined on each business day. If at any time the market value of the collateral falls below the repurchase price under the repurchase agreement (including any accrued interest), the appropriate Fund will promptly receive additional collateral (so the total collateral is an amount at least equal to the repurchase price plus accrued interest).

Debt Obligations Rated Less Than Investment Grade

The Funds may invest in or have exposure to both investment grade and non-investment grade debt obligations. Debt obligations rated less than “investment grade” are sometimes referred to as “high yield securities” or “junk bonds.” To be consistent with the ratings methodology used by Barclays, a debt obligation is considered to be rated “investment grade” if two of Moody’s, Standard & Poor’s and Fitch rate the security investment-grade (i.e. at least Baa, BBB and BBB, respectively). If ratings are provided by only two of those rating agencies, the more conservative rating is used to determine whether the security is investment-grade. If only one of those rating agencies provides a rating, that rating is used. Nuveen Dividend Value Fund may invest up to 5% of its total assets in debt obligations without regard to their ratings. Each other Fund may invest in non-investment grade debt obligations rated at least B by two of Standard & Poor’s, Moody’s and Fitch, unless only one of those rating agencies rates the security, in which case that rating must be at least B, or in unrated securities determined to be of comparable quality.

The “equity securities” in which certain Funds may invest include corporate debt obligations which are convertible into common stock (see “—Convertible Securities” above). Nuveen Dividend Value Fund and Nuveen Tactical Market Opportunities Fund may invest in convertible securities without regard to their ratings, and therefore may hold convertible securities that are rated less than investment grade. Each of the other Funds may invest up to 5% of its net assets in less than investment grade convertible securities.

Yields on non-investment grade debt obligations will fluctuate over time. The prices of such obligations have been found to be less sensitive to interest rate changes than higher rated obligations, but more sensitive to adverse economic changes or individual corporate developments. Also, during an economic downturn or period of rising interest rates, highly leveraged issuers may experience financial stress which could adversely affect their ability to service principal and interest

 

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payment obligations, to meet projected business goals, and to obtain additional financing. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of non-investment grade debt obligations. If the issuer of a security held by a Fund defaulted, the Fund might incur additional expenses to seek recovery.

In addition, the secondary trading market for non-investment grade debt obligations may be less developed than the market for investment grade obligations. This may make it more difficult for a Fund to value and dispose of such obligations. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of non-investment grade obligations, especially in a thin secondary trading market.

Certain risks also are associated with the use of credit ratings as a method for evaluating non-investment grade debt obligations. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of such obligations. In addition, credit rating agencies may not timely change credit ratings to reflect current events. Thus, the success of a Fund’s use of non-investment grade debt obligations may be more dependent on a Sub-Adviser’s own credit analysis than is the case with investment grade obligations.

Variable, Floating, and Fixed Rate Debt Obligations

The debt obligations in which the Funds invest or have exposure to as either a principal or non-principal investment strategy may have variable, floating, or fixed interest rates. Variable rate securities provide for periodic adjustments in the interest rate. Floating rate securities are generally offered at an initial interest rate which is at or above prevailing market rates. The interest rate paid on floating rate securities is then reset periodically (commonly every 90 days) to an increment over some predetermined interest rate index. Commonly utilized indices include the three-month Treasury bill rate, the 180-day Treasury bill rate, the one-month or three-month London Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial paper rates, or the longer-term rates on U.S. Treasury securities. Variable and floating rate securities are relatively long-term instruments that often carry demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity. In order to most effectively use these securities, a Sub-Adviser must correctly assess probable movements in interest rates. If a Sub-Adviser incorrectly forecasts such movements, a Fund could be adversely affected by use of variable and floating rate securities.

Fixed rate securities pay a fixed rate of interest and tend to exhibit more price volatility during times of rising or falling interest rates than securities with variable or floating rates of interest. The value of fixed rate securities will tend to fall when interest rates rise and rise when interest rates fall. The value of variable or floating rate securities, on the other hand, fluctuates much less in response to market interest rate movements than the value of fixed rate securities. This is because variable and floating rate securities behave like short-term instruments in that the rate of interest they pay is subject to periodic adjustments according to a specified formula, usually with reference to some interest rate index or market interest rate. Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics. Therefore, they behave more like variable or floating rate securities with respect to price volatility.

Inflation Protected Securities

Nuveen Tactical Market Opportunities Fund may invest in inflation protected securities as a principal investment strategy. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon.

Inflation protected securities issued by the U.S. Treasury have maturities of five, ten, twenty or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if the Fund purchased an inflation protected bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months were 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years’ inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

 

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If the periodic adjustment rate measuring inflation falls, the principal value of U.S. Treasury inflation protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation protected bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. Other inflation-protected securities that accrue inflation into their principal value may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-protected securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation protected securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-protected securities.

The periodic adjustment of U.S. inflation protected bonds is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation protected securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. If the market perceives that the adjustment mechanism of an inflation-protected security does not accurately adjust for inflation, the value of the security could be adversely affected.

While inflation protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. The calculation of the inflation index ratio for inflation protected securities issued by the U.S. Treasury incorporates an approximate three-month lag, which may have an effect on the trading price of the securities, particularly during periods of significant, rapid changes in the inflation index. To the extent that inflation has increased during the three months prior to an interest payment, that interest payment will not be protected from the inflation increase. Further, to the extent that inflation has increased during the final three months of a security’s maturity, the final value of the security will not be protected against that increase, which will negatively impact the value of the security. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in inflation-protected securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

Any increase in the principal amount of an inflation-protected security will be considered taxable income to the Fund, even though the Fund does not receive its principal until maturity.

Sovereign Debt Obligations

Nuveen Tactical Market Opportunities Fund may invest in instruments that give it exposure to sovereign debt obligations and may invest in foreign government obligations that have an investment grade rating from at least one rating agency. Investments in sovereign debt obligations involve special risks which are not present in corporate debt securities. The foreign issuer of the sovereign debt or the foreign governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and there may be limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the net asset value of the Fund, to the extent it invests in such securities, may be more volatile than prices of U.S. debt issuers. In the past, certain foreign countries have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debt.

A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden,

 

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the sovereign debtor’s policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrearages on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due may result in the cancellation of third party commitments to lend funds to the sovereign debtor, which may further impair such debtor’s ability or willingness to service its debts.

Foreign Securities

General . Under normal market conditions, Nuveen International Fund and Nuveen International Select Fund invest principally in foreign securities, Nuveen Tactical Market Opportunities Fund may invest in or have exposure to foreign securities as a principal investment strategy, and the other Funds (other than Nuveen Quantitative Enhanced Core Equity Fund and the Index Funds) each may invest up to 25% of its total assets in foreign securities. To the extent described above under “—Derivatives—Forward Currency Contracts and Other Foreign Currency Transactions,” the Funds’ investments in foreign securities may include investments in securities which are purchased and sold in foreign currencies. Foreign securities may include debt securities of governmental and corporate issuers, preferred stock, common stock, and convertible securities of corporate issuers, rights and warrants to buy common stocks, depositary receipts evidencing ownership of shares of a foreign issuer, and exchange traded funds and other investment companies that provide exposure to foreign issuers.

Investment in foreign securities is subject to special investment risks that differ in some respects from those related to investments in securities of U.S. domestic issuers. These risks include political, social or economic instability in the country of the issuer, the difficulty of predicting international trade patterns, the possibility of the imposition of exchange controls, expropriation, limits on removal of currency or other assets, nationalization of assets, foreign withholding and income taxation, and foreign trading practices (including higher trading commissions, custodial charges and delayed settlements). Foreign securities also may be subject to greater fluctuations in price than securities issued by U.S. corporations. The principal markets on which these securities trade may have less volume and liquidity, and may be more volatile, than securities markets in the United States.

In addition, there may be less publicly available information about a foreign company than about a U.S. domiciled company. Foreign companies generally are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. domestic companies. There is also generally less government regulation of securities exchanges, brokers and listed companies abroad than in the United States. Confiscatory taxation or diplomatic developments could also affect investment in those countries. In addition, foreign branches of U.S. banks, foreign banks and foreign issuers may be subject to less stringent reserve requirements and to different accounting, auditing, reporting, and record keeping standards than those applicable to domestic branches of U.S. banks and U.S. domestic issuers.

Emerging Markets . Each Fund, with the exception of Nuveen Quantitative Enhanced Core Equity Fund and the Index Funds, may invest in or have exposure to securities issued by governmental and corporate issuers that are located in emerging market countries as a principal investment strategy. Investments in securities of issuers in emerging market countries may be subject to potentially higher risks than investments in developed countries. These risks include (i) less social, political and economic stability; (ii) the small current size of the markets for such securities and the currently low or nonexistent volume of trading, which may result in a lack of liquidity and in greater price volatility; (iii) certain national policies which may restrict a Fund’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (iv) foreign taxation; (v) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vi) the limited development and recent emergence, in certain countries, of a capital market structure or market-oriented economy; and (vii) the possibility that recent favorable economic developments in certain countries may be slowed or reversed by unanticipated political or social events in such countries.

Despite the dissolution of the Soviet Union, the Communist Party may continue to exercise a significant role in certain (particularly Eastern European) countries. To the extent of the Communist

 

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Party’s influence, investments in such countries will involve risks of nationalization, expropriation and confiscatory taxation. The communist governments of a number of such countries expropriated large amounts of private property in the past, in many cases without adequate compensation, and there can be no assurance that such expropriation will not occur in the future. In the event of such expropriation, a Fund could lose a substantial portion of any investments it has made in the affected countries. Further, no accounting standards exist in many developing countries. Finally, even though certain currencies may be convertible into U.S. dollars, the conversion rates may be artificial to the actual market values and may be adverse to Fund shareholders.

Certain countries, which do not have market economies, are characterized by an absence of developed legal structures governing private and foreign investments and private property. Certain countries require governmental approval prior to investments by foreign persons, or limit the amount of investment by foreign persons in a particular company, or limit the investment of foreign persons to only a specific class of securities of a company that may have less advantageous terms than securities of the company available for purchase by nationals.

Authoritarian governments in certain countries may require that a governmental or quasi-governmental authority act as custodian of a Fund’s assets invested in such country. To the extent such governmental or quasi-governmental authorities do not satisfy the requirements of the 1940 Act to act as foreign custodians of the Fund’s cash and securities, the Fund’s investment in such countries may be limited or may be required to be effected through intermediaries. The risk of loss through governmental confiscation may be increased in such countries.

Depositary Receipts . The Funds’ investments in foreign securities may include investment in depositary receipts, including American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). U.S. dollar-denominated ADRs, which are traded in the United States on exchanges or over-the-counter, are issued by domestic banks. ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a correspondent bank. ADRs do not eliminate all the risk inherent in investing in the securities of foreign issuers. However, by investing in ADRs rather than directly in foreign issuers’ stock, a Fund can avoid currency risks during the settlement period for either purchases or sales. In general, there is a large, liquid market in the United States for many ADRs. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject. The Funds may also invest in EDRs, GDRs, and in other similar instruments representing securities of foreign companies. EDRs and GDRs are securities that are typically issued by foreign banks or foreign trust companies, although U.S. banks or U.S. trust companies may issue them. EDRs and GDRs are structured similarly to the arrangements of ADRs. EDRs, in bearer form, are designed for use in European securities markets and are not necessarily denominated in the currency of the underlying security.

Certain depositary receipts, typically those denominated as unsponsored, require the holders thereof to bear most of the costs of the facilities while issuers of sponsored facilities normally pay more of the costs thereof. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through the voting rights to facility holders in respect to the deposited securities, whereas the depository of a sponsored facility typically distributes shareholder communications and passes through voting rights.

Foreign Securities Exchanges . Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges. Foreign markets also have different clearance and settlement procedures, and in some markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of a Fund is uninvested. In addition, settlement problems could cause a Fund to miss attractive investment opportunities or to incur losses due to an inability to sell or deliver securities in a timely fashion. In the event of a default by an issuer of foreign securities, it may be more difficult for a Fund to obtain or to enforce a judgment against the issuer.

 

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Index Participations and Index Participation Contracts

The Index Funds may invest in index participations and index participation contracts as a non-principal investment strategy. Index participations and index participation contracts provide the equivalent of a position in the securities comprising an index, with each security’s representation equaling its index weighting. Moreover, their holders are entitled to payments equal to the dividends paid by the underlying index securities. Generally, the value of an index participation or index participation contract will rise and fall along with the value of the related index.

Lending of Portfolio Securities

In order to generate additional income, as a non-principal investment strategy each of the Funds, other than Nuveen Tactical Market Opportunities Fund, may lend portfolio securities representing up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers of securities. As with other extensions of credit, there may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially. However, the Funds will only enter into domestic loan arrangements with broker-dealers, banks, or other institutions which a Sub-Adviser has determined are creditworthy under guidelines established by the Board of Directors. The Funds will pay a portion of the income earned on the lending transaction to the placing broker and may pay administrative and custodial fees in connection with these loans.

In these loan arrangements, the Funds will receive collateral in the form of cash, U.S. government securities or other high-grade debt obligations equal to at least 102% of the value of the securities loaned as determined at the time of loan origination. This collateral must be valued daily by a Sub-Adviser or the applicable Fund’s lending agent and, if the market value of the loaned securities increases, the borrower must furnish additional collateral to the lending Fund. During the time portfolio securities are on loan, the borrower pays the lending Fund any dividends or interest paid on the securities. Loans are subject to termination at any time by the lending Fund or the borrower. While a Fund does not have the right to vote securities on loan, it would terminate the loan and regain the right to vote if that were considered important with respect to the investment.

When a Fund lends portfolio securities to a borrower, payments in lieu of dividends made by the borrower to the Fund will not constitute “qualified dividends” taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. See “Taxation.”

Money Market Funds

Nuveen Tactical Market Opportunities Fund may invest, to the extent permitted by the 1940 Act, in securities issued by money market funds as a principal investment strategy. As a shareholder of another investment company, the Fund would bear, along with other shareholders, its pro rata portion of that company’s expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations. Investment companies in which the Fund may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their shares and other types of commissions or charges. Such charges will be payable by the Fund and, therefore, will be borne indirectly by their shareholders.

Other Investment Companies

Each Fund may invest in other investment companies, such as mutual funds, closed-end funds, and exchange-traded funds (“ ETFs ”). Nuveen International Fund, Nuveen International Select Fund, Nuveen Quantitative Enhanced Core Equity Fund and Nuveen Tactical Market Opportunities Fund may do so as a principal investment strategy. Under the 1940 Act, a Fund’s investment in such securities, subject to certain exceptions, currently is limited to 3% of the total voting stock of any one investment company; 5% of the Fund’s total assets with respect to any one investment company; and 10% of a Fund’s total assets in the aggregate. As described in the Funds’ Prospectus, Nuveen Tactical Market Opportunities Fund intends to rely on exemptive orders in order to invest in unaffiliated ETFs beyond the foregoing statutory limitations. A Fund’s investments in other investment companies may include money market mutual funds. Investments in money market funds are not subject to the percentage limitations set forth above.

 

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If a Fund invests in other investment companies, Fund shareholders will bear not only their proportionate share of the Fund’s expenses, but also, indirectly, the similar expenses of the underlying investment companies. Shareholders would also be exposed to the risks associated not only to the Fund, but also to the portfolio investments of the underlying investment companies. Shares of certain closed-end funds may at times be acquired only at market prices representing premiums to their net asset values. Shares acquired at a premium to their net asset value may be more likely to subsequently decline in price, resulting in a loss to the Fund and its shareholders. The underlying securities in an ETF may not follow the price movements of the industry or sector the ETF is designed to track. Trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted, which could result in the ETF being more volatile.

Preferred Stock

Nuveen Dividend Value Fund, Nuveen International Fund, Nuveen International Select Fund and Nuveen Tactical Markets Opportunities Fund may invest in preferred stock as a principal investment strategy. Each other Fund may invest in preferred stock as a non-principal investment strategy. Preferred stock, unlike common stock, offers a stated dividend rate payable from the issuer’s earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, a negative feature when interest rates decline. Except as described above under “—Fixed Income Securities—Debt Obligations Rated Less than Investment Grade,” investments in nonconvertible preferred stock will be limited to investment-grade securities, defined as securities which are rated at the time of purchase by two of Moody’s, Standard & Poor’s and Fitch not less than Baa, BBB and BBB (or the equivalent short-term ratings), respectively, unless only one of those rating agencies provides a rating, in which case that rating must be at least Baa or BBB, or which are of comparable quality in the judgment of a Sub-Adviser.

Real Estate Investment Trust (“ REIT ”) Securities

Nuveen Tactical Market Opportunities Fund may invest in securities of real estate investment trusts as a principal investment strategy. Each Fund may invest in securities of real estate investment trusts as a non-principal investment strategy. REITs are publicly traded corporations or trusts that specialize in acquiring, holding, and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 90% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.

REITs generally can be classified as Equity REITs, Mortgage REITs and Hybrid REITs. An Equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and services its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT.

A Fund’s investment in the real estate industry subjects the Fund to risks associated with that industry. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies which own and operate real estate directly, companies which lend to such companies, and companies which service the real estate industry.

A Fund is also subject to risks associated with direct investments in REITs. Equity REITs will be affected by changes in the values of and income from the properties they own, while Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating

 

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purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Code or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through the Funds, a shareholder bears not only a proportionate share of the expenses of the Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.

Royalty Trusts

Each Fund may invest in publicly-traded royalty trusts as a non-principal investment strategy. Royalty trusts are income-oriented equity investments that indirectly, through the ownership of trust units, provide investors (called “ unit holders ”) with exposure to energy sector assets such as coal, oil and natural gas. Royalty trusts are structured similarly to REITs. A royalty trust generally acquires an interest in natural resource companies or chemical companies and distributes the income it receives to the investors of the royalty trust. A sustained decline in demand for crude oil, natural gas and refined petroleum products could adversely affect income and royalty trust revenues and cash flows. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. A rising interest rate environment could adversely impact the performance of royalty trusts. Rising interest rates could limit the capital appreciation of royalty trusts because of the increased availability of alternative investments at more competitive yields.

Short-Term Temporary Investments

In an attempt to respond to adverse market, economic, political or other conditions, each Fund may temporarily invest without limit in a variety of short-term instruments such as commercial paper and variable amount master demand notes; U.S. dollar-denominated time and savings deposits (including certificates of deposit); bankers’ acceptances; obligations of the U.S. government or its agencies or instrumentalities; repurchase agreements collateralized by eligible investments of a Fund; securities of other mutual funds that invest primarily in debt obligations with remaining maturities of 13 months or less (which investments also are subject to an advisory fee); and other similar high-quality short-term U.S. dollar-denominated obligations. During such periods, a Fund may not be able to achieve its investment objective.

Each Fund may also invest in Eurodollar certificates of deposit issued by foreign branches of U.S. or foreign banks; Eurodollar time deposits, which are U.S. dollar-denominated deposits in foreign branches of U.S. or foreign banks; and Yankee certificates of deposit, which are U.S. dollar-denominated certificates of deposit issued by U.S. branches of foreign banks and held in the United States. In each instance, the Funds may only invest in bank instruments issued by an institution which has capital, surplus and undivided profits of more than $100 million or the deposits of which are insured by the Bank Insurance Fund or the Savings Association Insurance Fund.

When-Issued and Delayed Delivery Transactions

Each Fund, other than the Index Funds and Nuveen Tactical Market Opportunities Fund, may purchase securities on a when-issued or delayed delivery basis as a non-principal investment strategy. When such a transaction is negotiated, the purchase price is fixed at the time the purchase commitment is entered, but delivery of and payment for the securities take place at a later date. A Fund will not accrue income with respect to securities purchased on a when-issued or delayed delivery basis prior to their stated delivery date.

The purchase of securities on a when-issued or delayed delivery basis exposes a Fund to risk because the securities may decrease in value prior to delivery. In addition, a Fund’s purchase of securities on a when-issued or delayed delivery basis while remaining substantially fully invested could increase the amount of the Fund’s total assets that are subject to market risk, resulting in increased sensitivity of net asset value to changes in market prices. A seller’s failure to deliver securities to a Fund could prevent the Fund from realizing a price or yield considered to be advantageous.

 

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When a Fund agrees to purchase securities on a when-issued or delayed delivery basis, the Fund will segregate cash or liquid securities in an amount sufficient to meet the Fund’s purchase commitments. It may be expected that a Fund’s net assets will fluctuate to a greater degree when it sets aside securities to cover such purchase commitments than when it sets aside cash. In addition, because a Fund will set aside cash or liquid securities to satisfy its purchase commitments, its liquidity and the ability of a Sub-Adviser to manage it might be affected in the event its commitments to purchase when-issued or delayed delivery securities ever became significant. Under normal market conditions, however, a Fund’s commitments to purchase when-issued or delayed delivery securities will not exceed 25% of the value of its total assets.

Index Disclaimers

Nuveen Equity Index Fund

Nuveen Equity Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“ S&P ”). S&P makes no representation or warranty, express or implied, to the owners of Nuveen Equity Index Fund or any member of the public regarding the advisability of investing in securities generally or in Nuveen Equity Index Fund particularly or the ability of the S&P 500 Index to track general stock market performance. S&P’s only relationship to NIF is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to NIF or Nuveen Equity Index Fund. S&P has no obligation to take the needs of NIF or the owners of Nuveen Equity Index Fund into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of Nuveen Equity Index Fund or the timing of the issuance or sale of Nuveen Equity Index Fund or in the determination or calculation of the equation by which Nuveen Equity Index Fund is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of Nuveen Equity Index Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY NIF, OWNERS OF NUVEEN EQUITY INDEX FUND OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Nuveen Mid Cap Index Fund

Nuveen Mid Cap Index Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the owners of Nuveen Mid Cap Index Fund or any member of the public regarding the advisability of investing in securities generally or in Nuveen Mid Cap Index Fund particularly or the ability of the S&P MidCap 400 Index to track general stock market performance. S&P’s only relationship to NIF is the licensing of certain trademarks and trade names of S&P and of the S&P MidCap 400 Index which is determined, composed and calculated by S&P without regard to NIF or Nuveen Mid Cap Index Fund. S&P has no obligation to take the needs of NIF or the owners of Nuveen Mid Cap Index Fund into consideration in determining, composing or calculating the S&P MidCap 400 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of Nuveen Mid Cap Index Fund or the timing of the issuance or sale of Nuveen Mid Cap Index Fund or in the determination or calculation of the equation by which Nuveen Mid Cap Index Fund is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of Nuveen Mid Cap Index Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P MidCap 400 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS

 

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OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY NIF, OWNERS OF NUVEEN MID CAP INDEX FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P MidCap 400 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P MidCap 400 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FORGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Nuveen Small Cap Index Fund

Frank Russell Company reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes. Frank Russell Company has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.

Frank Russell Company’s publication of the Russell Indexes in no way suggests or implies an opinion by Frank Russell Company as to the attractiveness or appropriateness of investment in any or all securities upon which the Russell Indexes are based. FRANK RUSSELL COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE RUSSELL INDEXES OR ANY DATA INCLUDED IN THE RUSSELL INDEXES. FRANK RUSSELL COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE USE, OR THE RESULTS OF USE, OF THE RUSSELL INDEXES OR ANY DATA INCLUDED THEREIN, OR ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE RUSSELL INDEXES. FRANK RUSSELL COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE RUSSELL INDEX(ES) OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.

 

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MANAGEMENT

The management of NIF, including general supervision of the duties performed for the Funds by the Adviser under the Management Agreement, is the responsibility of the Board of Directors. The number of directors of NIF is ten, one of whom is an “interested person” (as the term “interested person” is defined in the 1940 Act) and nine of whom are not interested persons (referred to herein as “ independent directors ”). None of the independent directors has ever been a trustee, director or employee of, or consultant to, the Adviser or its affiliates. The names, business addresses and birthdates of the directors and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below. The directors of NIF are directors or trustees, as the case may be, of 101 Nuveen-sponsored open-end funds (the “ Nuveen Mutual Funds ”) and 116 Nuveen-sponsored closed-end funds (collectively with the Nuveen Mutual Funds, the “ Nuveen Funds ”).

 

Name, Business
Address and Birthdate

 

Position(s)
Held with
NIF

 

Term of Officeand Length of

Time Served with
NIF

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director
During Past
Five Years

Independent Directors:

   

Robert P. Bremner

333 West Wacker Drive Chicago, IL 60606

(8/22/40)

 

Chairman of the Board and Director

 

Term—Indefinite*

Length of Service—

Since 2011

  Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute.   217   None

Jack B. Evans

333 West Wacker Drive Chicago, IL 60606

(10/22/48)

 

Director

 

Term—Indefinite* Length of Service—

Since 2011

  President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Member, Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College and the Iowa College Foundation; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.   217   Director and Chairman, United Fire Group, a publicly held company; formerly, Director, Alliant Energy.

 

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Name, Business
Address and Birthdate

 

Position(s)
Held with
NIF

 

Term of Officeand Length of

Time Served with
NIF

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director
During Past
Five Years

William C. Hunter

333 West Wacker Drive Chicago, IL 60606

(3/6/48)

 

Director

 

Term—Indefinite*

Length of Service—

Since 2011

  Dean Emeritus (since June 30, 2012), formerly, Dean (2006-2012), Tippie College of Business, University of Iowa; Director (since 2005) and President (since July 2012), Beta Gamma Sigma, Inc., The International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Director (1997-2007), Credit Research Center at Georgetown University; formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003).   217   Director (since 2004) of Xerox Corporation.

David J. Kundert

333 West Wacker Drive Chicago, IL 60606

(10/28/42)

 

Director

 

Term—Indefinite*

Length of Service—

Since 2011

  Director, Northwestern Mutual Wealth Management Company; retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, Member of Investment Committee, Luther College; Member of the Wisconsin Bar Association; Member of Board of Directors, Friends of Boerner Botanical Gardens; Member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; Member of the Board of Directors (Milwaukee), College Possible.   217   None

 

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Name, Business
Address and Birthdate

 

Position(s)
Held with
NIF

 

Term of Office
and Length of

Time Served with
NIF

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director
During Past
Five Years

William J. Schneider

333 West Wacker Drive Chicago, IL 60606

(9/24/44)

 

Director

 

Term—Indefinite* Length of Service—

Since 2011

  Chairman of Miller-Valentine Partners Ltd., a real estate investment company; Member of two Miller Valentine real estate LLC companies; Member, Mid-America Health System Board; Member, University of Dayton Business School Advisory Council; Board Member of Tech Town, Inc, a not-for-profit community development company; Board Member of WDPR Public Radio. Formerly, Senior Partner and Chief Operating Officer (retired, 2004) of Miller-Valentine Group; formerly, Member, Dayton Philharmonic Orchestra Association; formerly, Director, Dayton Development Coalition; formerly, Member, Business Advisory Council, Cleveland Federal Reserve Bank.   217   None

Judith M. Stockdale

333 West Wacker Drive

Chicago, IL 60606

(12/29/47)

 

Director

 

Term—Indefinite*

Length of Service—

Since 2011

  Formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation; prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).   217   None

Carole E. Stone

333 West Wacker Drive

Chicago, IL 60606

(6/28/47)

 

Director

 

Term—Indefinite*

Length of Service—

Since 2011

  Director, C2 Options Exchange, Incorporated (since 2009); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).   217   Director, Chicago Board Options Exchange (since 2006).

 

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Name, Business
Address and Birthdate

 

Position(s)
Held with
NIF

 

Term of Office
and Length of

Time Servedwith
NIF

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director
During Past
Five Years

Virginia L. Stringer

333 West Wacker Drive

Chicago, IL 60606

(8/16/44)

 

Director

 

Term—Indefinite*

Length of Service—
Since 1987

  Board Member, Mutual Fund Directors Forum; former Member, Governing Board, Investment Company Institute’s Independent Directors Council; Governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc., a management consulting firm; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company.   217   Previously, Independent Director (1987-2010) and Chair (1997-2010), First American Fund Complex.

Terence J. Toth

333 West Wacker Drive

Chicago, IL 60606

(9/29/59)

 

Director

 

Term—Indefinite* Length of Service—

Since 2011

  Director, Legal & General Investment Management America, Inc. (since 2008); Managing Partner, Promus Capital (since 2008); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); Member, Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Mather Foundation Board (since 2012) and a member of its investment committee; formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).   217   None

 

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Name, Business
Address and Birthdate

 

Position(s)
Held with
NIF

 

Term of Office
and Length of

Time Servedwith
NIF

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Director

 

Other
Directorships
Held by
Director
During Past
Five Years

Interested Director:

         

John P. Amboian**

333 West Wacker Drive

Chicago, IL 60606

(6/14/61)

 

Director

 

Term—Indefinite* Length of Service—

Since 2011

  Chief Executive Officer and Chairman (since 2007) and Director (since 1999) of Nuveen Investments, Inc.; formerly, President (1999-2007); Chief Executive Officer (since 2007) of Nuveen Investments Advisers Inc.; Director (since 1998), formerly, Chief Executive Officer (2007-2010) of Nuveen Fund Advisors, LLC.   217   None

 

*   Each director serves an indefinite term until his or her successor is elected.
**   Mr. Amboian is an “interested person” of NIF, as defined in the 1940 Act, by reason of his positions with Nuveen Investments, Inc. (“ Nuveen Investments ”) and certain of its subsidiaries.

 

S-35


Name, Business
Address and Birthdate

 

Position(s) Held
with NIF

 

Term of
Office and
Length of
Time Served
with NIF

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Officer

Officers of NIF:

     

Gifford R. Zimmerman

333 West Wacker Drive Chicago, IL 60606
(9/9/56)

 

Chief Administrative Officer

  Term—Until August 2013 Length of Service—Since 2011   Managing Director (since 2002) and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Santa Barbara Asset Management, LLC (since 2006) and Winslow Capital Management, LLC (since 2010); Chief Administrative Officer and Chief Compliance Officer (since 2006) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.   217

Margo L. Cook

333 West Wacker Drive Chicago, IL 60606

(4/11/64)

 

Vice President

  Term—Until August 2013 Length of Service—Since 2011   Executive Vice President (since 2008) of Nuveen Investments, Inc. and Nuveen Fund Advisors, LLC (since 2011); Managing Director—Investment Services of Nuveen Commodities Asset Management, LLC (since August 2011); previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.   217

Lorna C. Ferguson

333 West Wacker Drive Chicago, IL 60606

(10/24/45)

 

Vice President

  Term—Until August 2013 Length of Service—Since 2011   Managing Director (since 2004) of Nuveen Securities, LLC; Managing Director (since 2005) of Nuveen Fund Advisors, LLC.   217

Stephen D. Foy

333 West Wacker Drive Chicago, IL 60606

(5/31/54)

 

Vice President and Controller

  Term—Until August 2013 Length of Service—Since 2011   Senior Vice President (since 2010), formerly, Vice President (2004-2010) and Funds Controller of Nuveen Securities, LLC; Vice President of Nuveen Fund Advisors, LLC (since 2005); Chief Financial Officer (since 2010) of Nuveen Commodities Asset Management, LLC; Certified Public Accountant.   217

 

S-36


Name, Business
Address and Birthdate

 

Position(s) Held
with NIF

 

Term of
Office and
Length of
Time Served
with NIF

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Officer

Scott S. Grace

333 West Wacker Drive

Chicago, IL 60606

(8/20/70)

 

Vice President and Treasurer

  Term—Until August 2013 Length of Service—Since 2011   Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Fund Advisors, LLC and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley’s Global Financial Services Group (2000-2003); Chartered Accountant.   217

Walter M. Kelly

333 West Wacker Drive

Chicago, IL 60606

(2/24/70)

 

Vice President and Chief Compliance Officer

  Term—Until August 2013 Length of Service—Since 2011   Senior Vice President (since 2008) and Assistant Secretary (since 2003) of Nuveen Fund Advisors, LLC; Senior Vice President (since 2008) of Nuveen Investments Holdings, Inc.; formerly, Senior Vice President (2008-2011) of Nuveen Securities, LLC.   217

Tina M. Lazar

333 West Wacker Drive

Chicago, IL 60606

(8/27/61)

 

Vice President

  Term—Until August 2013 Length of Service—Since 2011   Senior Vice President (since 2010), formerly, Vice President (2005-2010) of Nuveen Fund Advisors, LLC.   217

Kevin J. McCarthy

333 West Wacker Drive Chicago, IL 60606

(3/26/66)

 

Vice President and Secretary

  Term—Until August 2013 Length of Service—Since 2011   Managing Director and Assistant Secretary (since 2008), formerly, Vice President (2007-2008) of Nuveen Securities, LLC; Managing Director (since 2008), Vice President and Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC and Winslow Capital Management, LLC (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC; prior thereto, Partner, Bell, Boyd & Lloyd LLP (1997-2007).   217

 

S-37


Name, Business
Address and Birthdate

 

Position(s) Held
with NIF

 

Term of
Office and
Length of
Time Served
with NIF

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
in Fund
Complex
Overseen by
Officer

Kathleen L. Prudhomme

901 Marquette Avenue

Minneapolis, MN 55402

(3/30/53)

 

Vice President

and Assistant

Secretary

  Term—Until August 2013 Length of Service—Since 2011   Managing Director and Assistant Secretary of Nuveen Securities, LLC (since 2011); Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010).   217

Jeffery M. Wilson

333 West Wacker Drive Chicago, IL 60606

(3/13/56)

 

Vice President

  Term—Until August 2013 Length of Service—Since 2011   Senior Vice President of Nuveen Securities, LLC (since 2011); formerly, Senior Vice President of FAF Advisors, Inc. (2000-2010).   101

 

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Board Leadership Structure and Risk Oversight

The Board of Directors or the Board of Trustees (as the case may be, each is referred to hereafter as the “ Board ” or “ Board of Directors ” and the directors or trustees of the Nuveen Funds, as applicable, are each referred to herein as “ directors ”) oversees the operations and management of the Nuveen Funds, including the duties performed for the Nuveen Funds by the Adviser. The Board has adopted a unitary board structure. A unitary board consists of one group of directors who serve on the board of every fund in the Nuveen Fund complex. In adopting a unitary board structure, the directors seek to provide effective governance through establishing a board, the overall composition of which will, as a body, possess the appropriate skills, independence and experience to oversee the Nuveen Funds’ business. With this overall framework in mind, when the Board, through its Nominating and Governance Committee discussed below, seeks nominees for the Board, the directors consider, not only the candidate’s particular background, skills and experience, among other things, but also whether such background, skills and experience enhance the Board’s diversity and at the same time complement the Board given its current composition and the mix of skills and experiences of the incumbent directors. The Nominating and Governance Committee believes that the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.

The Board believes the unitary board structure enhances good and effective governance, particularly given the nature of the structure of the investment company complex. Funds in the same complex generally are served by the same service providers and personnel and are governed by the same regulatory scheme which raises common issues that must be addressed by the directors across the fund complex (such as compliance, valuation, liquidity, brokerage, trade allocation or risk management). The Board believes it is more efficient to have a single board review and oversee common policies and procedures which increases the Board’s knowledge and expertise with respect to the many aspects of fund operations that are complex-wide in nature. The unitary structure also enhances the Board’s influence and oversight over the investment adviser and other service providers.

In an effort to enhance the independence of the Board, the Board also has a Chairman that is an independent director. The Board recognizes that a chairman can perform an important role in setting the agenda for the Board, establishing the boardroom culture, establishing a point person on behalf of the Board for fund management, and reinforcing the Board’s focus on the long-term interests of shareholders. The Board recognizes that a chairman may be able to better perform these functions without any conflicts of interests arising from a position with fund management. Accordingly, the directors have elected Robert P. Bremner to serve as the independent Chairman of the Board through June 30, 2013 and William J. Schneider to serve as the independent Chairman of the Board effective July 1, 2013. Specific responsibilities of the Chairman include: (i) presiding at all meetings of the Board and of the shareholders; (ii) seeing that all orders and resolutions of the directors are carried into effect; and (iii) maintaining records of and, whenever necessary, certifying all proceedings of the directors and the shareholders.

Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and fund performance), the Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Board believes that a committee structure is an effective means to permit directors to focus on particular operations or issues affecting the Nuveen Funds, including risk oversight. More specifically, with respect to risk oversight, the Board has delegated matters relating to valuation and compliance to certain committees (as summarized below) as well as certain aspects of investment risk. In addition, the Board believes that the periodic rotation of directors among the different committees allows the directors to gain additional and different perspectives of a Nuveen Fund’s operations. The Board has established six standing committees: the Executive Committee, the Dividend Committee, the Audit Committee, the Compliance, Risk Management and Regulatory Oversight Committee, the Nominating and Governance Committee and the Open-End Funds Committee. The Board may also from time to time create ad hoc committees to focus on particular issues as the need arises. The membership and functions of the standing committees are summarized below.

The Executive Committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board. The members of the Executive Committee are Robert P. Bremner, Chair, Judith M. Stockdale and John P. Amboian. During the fiscal year ended October 31, 2012, the Executive Committee did not meet.

 

S-39


The Audit Committee assists the Board in the oversight and monitoring of the accounting and reporting policies, processes and practices of the Nuveen Funds, and the audits of the financial statements of the Nuveen Funds; the quality and integrity of the financial statements of the Nuveen Funds; the Nuveen Funds’ compliance with legal and regulatory requirements relating to the Nuveen Funds’ financial statements; the independent auditors’ qualifications, performance and independence; and the pricing procedures of the Nuveen Funds and the Adviser’s internal valuation group. It is the responsibility of the Audit Committee to select, evaluate and replace any independent auditors (subject only to Board and, if applicable, shareholder ratification) and to determine their compensation. The Audit Committee is also responsible for, among other things, overseeing the valuation of securities comprising the Nuveen Funds’ portfolios. Subject to the Board’s general supervision of such actions, the Audit Committee addresses any valuation issues, oversees the Nuveen Funds’ pricing procedures and actions taken by the Adviser’s internal valuation group which provides regular reports to the committee, reviews any issues relating to the valuation of the Nuveen Funds’ securities brought to its attention and considers the risks to the Nuveen Funds in assessing the possible resolutions to these matters. The Audit Committee may also consider any financial risk exposures for the Nuveen Funds in conjunction with performing its functions.

To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Nuveen Funds and the Adviser’s internal audit group. The Audit Committee also may review in a general manner the processes the Board or other Board committees have in place with respect to risk assessment and risk management as well as compliance with legal and regulatory matters relating to the Nuveen Funds’ financial statements. The committee operates under a written charter adopted and approved by the Board. Members of the Audit Committee shall be independent (as set forth in the charter) and free of any relationship that, in the opinion of the directors, would interfere with their exercise of independent judgment as an Audit Committee member. The members of the Audit Committee are Robert P. Bremner, David J. Kundert, Chair, William J. Schneider, Carole E. Stone and Terence J. Toth, each of whom is an independent director of the Nuveen Funds. During the fiscal year ended October 31, 2012, the Audit Committee met four times.

The Nominating and Governance Committee is responsible for seeking, identifying and recommending to the Board qualified candidates for election or appointment to the Board. In addition, the Nominating and Governance Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, the assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. Although the unitary and committee structure has been developed over the years and the Nominating and Governance Committee believes the structure has provided efficient and effective governance, the committee recognizes that as demands on the Board evolve over time (such as through an increase in the number of funds overseen or an increase in the complexity of the issues raised), the committee must continue to evaluate the Board and committee structures and their processes and modify the foregoing as may be necessary or appropriate to continue to provide effective governance. Accordingly, the Nominating and Governance Committee has a separate meeting each year to, among other things, review the Board and committee structures, their performance and functions, and recommend any modifications thereto or alternative structures or processes that would enhance the Board’s governance of the Nuveen Funds.

In addition, the Nominating and Governance Committee, among other things, makes recommendations concerning the continuing education of directors; monitors performance of legal counsel and other service providers; establishes and monitors a process by which security holders are able to communicate in writing with members of the Board; and periodically reviews and makes recommendations about any appropriate changes to director compensation. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources, including shareholders, as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new directors and reserves the right to interview any and all candidates and to make the final selection of any new directors. In considering a candidate’s qualifications, each

 

S-40


candidate must meet certain basic requirements, including relevant skills and experience, time availability (including the time requirements for due diligence site visits to sub-advisers and service providers) and, if qualifying as an independent director candidate, independence from the Adviser, sub-advisers, the Distributor and other service providers, including any affiliates of these entities. These skill and experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills, diversity and experience, in the aggregate. Accordingly, the particular factors considered and weight given to these factors will depend on the composition of the Board and the skills and backgrounds of the incumbent directors at the time of consideration of the nominees. All candidates, however, must meet high expectations of personal integrity, independence, governance experience and professional competence. All candidates must be willing to be critical within the Board and with management and yet maintain a collegial and collaborative manner toward other Board members. The committee operates under a written charter adopted and approved by the Board. This committee is composed of the independent directors of the Nuveen Funds. Accordingly, the members of the Nominating and Governance Committee are Robert P. Bremner, Chair, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale, Carole E. Stone, Virginia L. Stringer and Terence J. Toth. During the fiscal year ended October 31, 2012, the Nominating and Governance Committee met six times.

The Dividend Committee is authorized to declare distributions on the Nuveen Funds’ shares, including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The members of the Dividend Committee are Jack B. Evans, Chair, Judith M. Stockdale and Terence J. Toth. During the fiscal year ended October 31, 2012, the Dividend Committee met four times.

The Compliance, Risk Management and Regulatory Oversight Committee (the “ Compliance Committee ”) is responsible for the oversight of compliance issues, risk management and other regulatory matters affecting the Nuveen Funds that are not otherwise the jurisdiction of the other committees. The Board has adopted and periodically reviews policies and procedures designed to address the Nuveen Funds’ compliance and risk matters. As part of its duties, the Compliance Committee reviews the policies and procedures relating to compliance matters and recommends modifications thereto as necessary or appropriate to the full Board; develops new policies and procedures as new regulatory matters affecting the Nuveen Funds arise from time to time; evaluates or considers any comments or reports from examinations from regulatory authorities and responses thereto; and performs any special reviews, investigations or other oversight responsibilities relating to risk management, compliance and/or regulatory matters as requested by the Board.

In addition, the Compliance Committee is responsible for risk oversight, including, but not limited to, the oversight of risks related to investments and operations. Such risks include, among other things, exposures to particular issuers, market sectors, or types of securities; risks related to product structure elements, such as leverage; and techniques that may be used to address those risks, such as hedging and swaps. In assessing issues brought to the committee’s attention or in reviewing a particular policy, procedure, investment technique or strategy, the Compliance Committee evaluates the risks to the Nuveen Funds in adopting a particular approach compared to the anticipated benefits to the Nuveen Funds and their shareholders. In fulfilling its obligations, the Compliance Committee meets on a quarterly basis, and at least once a year in person. The Compliance Committee receives written and oral reports from the Nuveen Funds’ Chief Compliance Officer (“ CCO ”) and meets privately with the CCO at each of its quarterly meetings. The CCO also provides an annual report to the full Board regarding the operations of the Nuveen Funds’ and other service providers’ compliance programs as well as any recommendations for modifications thereto. The Compliance Committee also receives reports from the Adviser’s investment services group regarding various investment risks. Notwithstanding the foregoing, the full Board also participates in discussions with management regarding certain matters relating to investment risk, such as the use of leverage and hedging. The investment services group therefore also reports to the full Board at its quarterly meetings regarding, among other things, fund performance and the various drivers of such performance. Accordingly, the Board directly and/or in conjunction with the Compliance Committee oversees matters relating to investment risks. Matters not addressed at the committee level are addressed directly by the full Board. The committee operates under a written charter adopted and approved by the Board. The

 

S-41


members of the Compliance Committee are Jack B. Evans, William C. Hunter, William J. Schneider, Judith M. Stockdale, Chair, and Virginia L. Stringer. During the fiscal year ended October 31, 2012, the Compliance Committee met six times.

Effective January 1, 2012, the Board approved the creation of the Open-End Funds Committee. The Open-End Funds Committee is responsible for assisting the Board in the oversight and monitoring of the Nuveen Funds that are registered as open-end management investment companies (“ Open-End Funds ”). The committee may review and evaluate matters related to the formation and the initial presentation to the Board of any new Open-End Fund and may review and evaluate any matters relating to any existing Open-End Fund. The committee operates under a written charter adopted and approved by the Board. The members of the Open-End Funds Committee are Robert P. Bremner, David J. Kundert, Judith M. Stockdale, Virginia L. Stringer and Terence J. Toth, Chair. During the fiscal year ended October 31, 2012, the Open-End Funds Committee met three times.

Board Diversification and Director Qualifications

In determining that a particular director was qualified to serve on the Board, the Board has considered each director’s background, skills, experience and other attributes in light of the composition of the Board with no particular factor controlling. The Board believes that directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties, and the Board believes each director satisfies this standard. An effective director may achieve this ability through his or her educational background; business, professional training or practice; public service or academic positions; experience from service as a board member or executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. Accordingly, set forth below is a summary of the experiences, qualifications, attributes, and skills that led to the conclusion, as of the date of this document, that each director should continue to serve in that capacity. References to the experiences, qualifications, attributes and skills of directors are pursuant to requirements of the SEC, do not constitute holding out of the Board or any director as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

John P. Amboian

Mr. Amboian, an interested director of the Nuveen Funds, joined Nuveen Investments in June 1995 and became Chief Executive Officer in July 2007 and Chairman in November 2007. Prior to this, since 1999, he served as President with responsibility for the firm’s product, marketing, sales, operations and administrative activities. Mr. Amboian initially served Nuveen Investments as Executive Vice President and Chief Financial Officer. Prior to joining Nuveen Investments, Mr. Amboian held key management positions with two consumer product firms affiliated with the Phillip Morris Companies. He served as Senior Vice President of Finance, Strategy and Systems at Miller Brewing Company. Mr. Amboian began his career in corporate and international finance at Kraft Foods, Inc., where he eventually served as Treasurer. He received a Bachelor’s degree in economics and a Masters of Business Administration (“MBA”) from the University of Chicago. Mr. Amboian serves on the Board of Directors of Nuveen Investments and is a Board Member or Trustee of the Investment Company Institute Board of Governors, Boys and Girls Clubs of Chicago, Children’s Memorial Hospital and Foundation, the Council on the Graduate School of Business (University of Chicago), and the North Shore Country Day School Foundation. He is also a member of the Civic Committee of the Commercial Club of Chicago and the Economic Club of Chicago.

Robert P. Bremner

Mr. Bremner, the Nuveen Funds’ Independent Chairman, is a private investor and management consultant in Washington, D.C. His biography of William McChesney Martin, Jr., a former chairman of the Federal Reserve Board, was published by Yale University Press in November 2004. From 1994 to 1997, he was a Senior Vice President at Samuels International Associates, an international consulting firm specializing in governmental policies, where he served in a part-time capacity. Previously, Mr. Bremner was a partner in the LBK Investors Partnership and was chairman and majority stockholder with ITC Investors Inc., both private investment firms. He currently serves on the Board

 

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and as Treasurer of the Humanities Council of Washington D.C. and is a Board Member of the Independent Directors Council affiliated with the Investment Company Institute. From 1984 to 1996, Mr. Bremner was an independent Trustee of the Flagship Funds, a group of municipal open-end funds. He began his career at the World Bank in Washington D.C. He graduated with a Bachelor of Science degree from Yale University and received his MBA from Harvard University.

Jack B. Evans

President of the Hall-Perrine Foundation, a private philanthropic corporation, since 1996, Mr. Evans was formerly President and Chief Operating Officer of the SCI Financial Group, Inc., a regional financial services firm headquartered in Cedar Rapids, Iowa. Formerly, he was a member of the Board of the Federal Reserve Bank of Chicago as well as a Director of Alliant Energy. Mr. Evans is Chairman of the Board of United Fire Group, sits on the Board of Source Media Group, is a member of the Board of Regents for the State of Iowa University System and is a Life Trustee of Coe College. He has a Bachelor of Arts degree from Coe College and an MBA from the University of Iowa.

William C. Hunter

Mr. Hunter became Dean Emeritus of the Henry B. Tippie College of Business at the University of Iowa on June 30, 2012. He was appointed Dean of the Henry B. Tippie College of Business at the University of Iowa on July 1, 2006. He had been Dean and Distinguished Professor of Finance at the University of Connecticut School of Business since June 2003. From 1995 to 2003, he was the Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago. While there he served as the Bank’s Chief Economist and was an Associate Economist on the Federal Reserve System’s Federal Open Market Committee (FOMC). In addition to serving as a Vice President in charge of financial markets and basic research at the Federal Reserve Bank in Atlanta, he held faculty positions at Emory University, Atlanta University, the University of Georgia and Northwestern University. A past Director of the Credit Research Center at Georgetown University, SS&C Technologies, Inc. (2005) and past President of the Financial Management Association International, he has consulted with numerous foreign central banks and official agencies in Western Europe, Central and Eastern Europe, Asia, Central America and South America. From 1990 to 1995, he was a U.S. Treasury Advisor to Central and Eastern Europe. He has been a Director of the Xerox Corporation since 2004 and Wellmark, Inc. since 2009. He is a Director and President of Beta Gamma Sigma, Inc., The International Business Honor Society.

David J. Kundert

Mr. Kundert retired in 2004 as Chairman of JPMorgan Fleming Asset Management, and as President and CEO of Banc One Investment Advisors Corporation, and as President of One Group Mutual Funds. Prior to the merger between Bank One Corporation and JPMorgan Chase and Co., he was Executive Vice President, Bank One Corporation and, since 1995, the Chairman and CEO, Banc One Investment Management Group. From 1988 to 1992, he was President and CEO of Bank One Wisconsin Trust Company. Currently, Mr. Kundert is a Director of the Northwestern Mutual Wealth Management Company. He started his career as an attorney for Northwestern Mutual Life Insurance Company. Mr. Kundert has served on the Board of Governors of the Investment Company Institute and he is currently a member of the Wisconsin Bar Association. He is on the Board of the Greater Milwaukee Foundation and chairs its Investment Committee. He is a Regent Emeritus and a Member of the Investment Committee of Luther College. He is also a Member of the Board of Directors (Milwaukee), College Possible. He received his Bachelor of Arts degree from Luther College, and his Juris Doctor from Valparaiso University.

William J. Schneider

Mr. Schneider is currently Chairman, formerly Senior Partner and Chief Operating Officer (retired, December 2004) of Miller-Valentine Partners Ltd., a real estate investment company. He is also a Member of two Miller Valentine real estate LLC companies. He was formerly a Director and Past Chair of the Dayton Development Coalition. He was formerly a member of the Community Advisory Board of the National City Bank in Dayton as well as a former member of the Business Advisory Council of the Cleveland Federal Reserve Bank. Mr. Schneider is a member of the Business Advisory Council for the University of Dayton College of Business. Mr. Schneider was an independent Trustee of the

 

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Flagship Funds, a group of municipal open-end funds. He also served as Chair of the Miami Valley Hospital and as Chair of the Finance Committee of its parent holding company. He is a Board Member of Tech Town, Inc, a not-for-profit community development company and a Board Member of WDPR Public Radio. Mr. Schneider has a Bachelor of Science in Community Planning from the University of Cincinnati and a Masters of Public Administration from the University of Dayton.

Judith M. Stockdale

Ms. Stockdale retired in 2012 as Executive Director of the Gaylord and Dorothy Donnelley Foundation, a private foundation working in land conservation and artistic vitality in the Chicago region and the Low country of South Carolina. Her previous positions include Executive Director of the Great Lakes Protection Fund, Executive Director of Openlands, and Senior Staff Associate at the Chicago Community Trust. She has served on the Boards of the Land Trust Alliance, the National Zoological Park, the Governor’s Science Advisory Council (Illinois), the Nancy Ryerson Ranney Leadership Grants Program, Friends of Ryerson Woods and the Donors Forum. Ms. Stockdale, a native of the United Kingdom, has a Bachelor of Science degree in geography from the University of Durham (UK) and a Master of Forest Science degree from Yale University.

Carole E. Stone

Ms. Stone retired from the New York State Division of the Budget in 2004, having served as its Director for nearly five years and as Deputy Director from 1995 through 1999. Ms. Stone is currently on the Board of Directors of the Chicago Board Options Exchange, CBOE Holdings, Inc. and C2 Options Exchange, Incorporated. She has also served as the Chair of the New York Racing Association Oversight Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. Ms. Stone has a Bachelor of Arts from Skidmore College in Business Administration.

Virginia L. Stringer

Ms. Stringer served as the independent chair of the Board of the First American Fund Complex from 1997 to 2010, having joined such Board in 1987. Ms. Stringer serves on the board of the Mutual Fund Directors Forum. She is a recipient of the Outstanding Corporate Director award from Twin Cities Business Monthly and the Minnesota Chapter of the National Association of Corporate Directors. Ms. Stringer is the past board chair of the Oak Leaf Trust, director emeritus and former Chair of the Saint Paul Riverfront Corporation and also served as President of the Minneapolis Club’s Governing Board. She is a director and former board chair of the Minnesota Opera and a Life Trustee and former board of the Voyageur Outward Bound School. She also served as a trustee of Outward Bound USA. She was appointed by the Governor of Minnesota to the Board on Judicial Standards and also served on a Minnesota Supreme Court Judicial Advisory Committee to reform the state’s judicial disciplinary process. She is a member of the International Women’s Forum and attended the London Business School as an International Business Fellow. Ms. Stringer also served as board chair of the Human Resource Planning Society, the Minnesota Women’s Campaign Fund and the Minnesota Women’s Economic Roundtable. Ms. Stringer is the retired founder of Strategic Management Resources, a consulting practice focused on corporate governance, strategy and leadership. She has twenty five years of corporate experience having held executive positions in general management, marketing and human resources with IBM and the Pillsbury Company.

Terence J. Toth

Mr. Toth is a Director, Legal & General Investment Management America, Inc. (since 2008) and a Managing Partner, Promus Capital (since 2008). From 2004 to 2007, he was Chief Executive Officer and President of Northern Trust Global Investments, and Executive Vice President of Quantitative Management & Securities Lending from 2000 to 2004. He also formerly served on the Board of the Northern Trust Mutual Funds. He joined Northern Trust in 1994 after serving as Managing Director and Head of Global Securities Lending at Bankers Trust (1986 to 1994) and Head of Government Trading and Cash Collateral Investment at Northern Trust from 1982 to 1986. He currently serves on the Board of Chicago Fellowship and is Chairman of the Board of Catalyst Schools of Chicago. He is on the Mather Foundation Board (since 2012) and is a member of its investment committee. Mr. Toth graduated with a Bachelor of Science degree from the University of Illinois, and received his MBA from New York University. In 2005, he graduated from the CEO Perspectives Program at Northwestern University.

 

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Board Compensation

The following table shows, for each independent director, (1) the aggregate compensation paid by the Funds for the fiscal year ended October 31, 2012, (2) the amount of total compensation paid by the Funds that has been deferred, and (3) the total compensation paid to each director by the Nuveen Funds during the fiscal year ended October 31, 2012.

 

Name of Director

   Aggregate
Compensation
From Funds 1
     Amount of Total
Compensation that Has
Been Deferred 2
     Total Compensation
From Nuveen Funds

Paid to Director 3
 
Robert P. Bremner    $ 20,858       $ 2,760       $ 343,713   
Jack B. Evans      15,572         3,467         262,755   
William C. Hunter      14,384         3,385         240,276   
David J. Kundert      16,654         14,608         269,060   
William J. Schneider      17,296         11,597         286,919   
Judith M. Stockdale      15,657         8,635         261,414   
Carole E. Stone      15,826                 263,100   
Virginia L. Stringer      17,726                 248,600   
Terence J. Toth      20,435                 298,475   

 

1    

The compensation paid, including deferred amounts, to the independent directors for the fiscal year ended October 31, 2012 for services to the Funds.

 

2    

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

 

3    

Based on the compensation paid (including any amounts deferred) to the directors for the one-year period ended October 31, 2012 for services to the Nuveen Funds.

Prior to January 1, 2012, independent directors received a $120,000 annual retainer plus (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance was required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance was not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; and (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance was required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance was not required, and $100 per meeting when the Executive Committee acted as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees were received for meetings held on days on which regularly scheduled Board meetings were held. In addition to the payments described above, the Chairman of the Board received $75,000, the chairpersons of the Audit Committee, the Dividend Committee and the Compliance, Risk Management and Regulatory Oversight Committee received $10,000 each and the chairperson of the Nominating and Governance Committee received $5,000 as additional retainers. Independent directors also received a fee of $3,000 per day for site visits to entities that provided services to the Nuveen Funds on days on which no Board meeting was held. When ad hoc committees were organized, the Nominating and Governance Committee at the time of formation determined compensation to be paid to the members of such committee; however, in general, such fees were $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance was required and $500 per meeting for attendance by telephone or in person at such meetings where in-person

 

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attendance was not required. The annual retainer, fees and expenses were allocated among the Nuveen Funds on the basis of relative net assets, although management might have, in its discretion, established a minimum amount to be allocated to each fund.

Effective January 1, 2012, independent directors received a $130,000 annual retainer, which was increased to $140,000 as of January 1, 2013, plus they receive (a) a fee of $4,500 per day for attendance in person or by telephone at regularly scheduled meetings of the Board; (b) a fee of $3,000 per meeting for attendance in person or by telephone at special, non-regularly scheduled Board meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (c) a fee of $2,500 per meeting for attendance in person or by telephone at Audit Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (d) a fee of $2,500 per meeting for attendance in person or by telephone at Compliance, Risk Management and Regulatory Oversight Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; (e) a fee of $1,000 per meeting for attendance in person or by telephone at Dividend Committee meetings; (f) a fee of $500 per meeting for attendance in person or by telephone at all other committee meetings ($1,000 for shareholder meetings) where in-person attendance is required and $250 per meeting for attendance by telephone or in person at such committee meetings (excluding shareholder meetings) where in-person attendance is not required, and $100 per meeting when the Executive Committee acts as pricing committee for IPOs, plus, in each case, expenses incurred in attending such meetings, provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held; and (g) a fee of $2,500 per meeting for attendance in person or by telephone at Open-End Funds Committee meetings where in-person attendance is required and $2,000 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required; provided that no fees are received for meetings held on days on which regularly scheduled Board meetings are held. In addition to the payments described above, the Chairman of the Board receives $75,000, the chairpersons of the Audit Committee, the Dividend Committee, the Compliance, Risk Management and Regulatory Oversight Committee and the Open-End Funds Committee receive $12,500 each and the chairperson of the Nominating and Governance Committee receives $5,000 as additional retainers. Independent trustees also receive a fee of $3,000 per day for site visits to entities that provide services to the Nuveen Funds on days on which no Board meeting is held. When ad hoc committees are organized, the Nominating and Governance Committee will at the time of formation determine compensation to be paid to the members of such committee; however, in general, such fees will be $1,000 per meeting for attendance in person or by telephone at ad hoc committee meetings where in-person attendance is required and $500 per meeting for attendance by telephone or in person at such meetings where in-person attendance is not required. The annual retainer, fees and expenses are allocated among the Nuveen Funds on the basis of relative net assets, although management may, in its discretion, establish a minimum amount to be allocated to each fund.

NIF does not have a retirement or pension plan. NIF has a deferred compensation plan (the “ Deferred Compensation Plan ”) that permits any independent director to elect to defer receipt of all or a portion of his or her compensation as an independent director. The deferred compensation of a participating director is credited to a book reserve account of NIF when the compensation would otherwise have been paid to the director. The value of the director’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the eligible Nuveen Funds. At the time for commencing distributions from a director’s deferral account, the independent director may elect to receive distributions in a lump sum or over a period of five years. NIF will not be liable for any other fund’s obligations to make distributions under the Deferred Compensation Plan.

The Funds have no employees. The officers of NIF and the director of NIF who is not an independent director serve without any compensation from the Funds.

 

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Share Ownership

The information in the table below discloses the dollar ranges of (i) each director’s beneficial ownership in each Fund, and (ii) each director’s aggregate beneficial ownership in all funds within the Nuveen Funds complex, including in each case the value of fund shares elected by the director in the directors’ deferred compensation plan, based on the value of fund shares as of December 31, 2012.

 

   

Directors

 
    Bremner     Evans     Hunter     Kundert     Schneider     Stockdale     Stone     Stringer     Toth     Amboian  

Aggregate Holdings – Fund Complex

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

   

 

Over

$100,000

  

  

Nuveen Dividend Value Fund

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

Nuveen Equity Index Fund

                                                                     

Nuveen International Fund

                                                    
 
$10,001-
$50,000
 
  
             

Nuveen International Select Fund

                                                    
 
$50,001-
$100,000
 
  
             

Nuveen Large Cap Growth Opportunities Fund

                                                    
 
$10,001-
$50,000
 
  
             

Nuveen Large Cap Select Fund

                                                                     

Nuveen Mid Cap Growth Opportunities Fund

                                                    
 
$50,001-
$100,000
 
  
             

Nuveen Mid Cap Index Fund

                                                    
 
$10,001-
$50,000
 
  
             

Nuveen Mid Cap Select Fund

                                                                     

Nuveen Mid Cap Value Fund

                                                    
 
$50,001-
$100,000
 
  
             

Nuveen Quantitative Enhanced Core Equity Fund

                                                                     

Nuveen Small Cap Growth Opportunities Fund

                                                                     

Nuveen Small Cap Index Fund

                                                    
 
$10,001-
$50,000
 
  
             

Nuveen Small Cap Select Fund

                                                    
 
$50,001-
$100,000
 
  
             

Nuveen Small Cap Value Fund

                                                    
 
$10,001-
$50,000
 
  
             

Nuveen Tactical Market Opportunities Fund

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

As of February 4, 2013, the officers and directors of each Fund, in the aggregate, owned less than 1% of the shares of each of the Funds.

As of February 4, 2013, none of the independent directors or their immediate family members owned, beneficially, or of record, any securities in (i) an investment adviser or principal underwriter of the Funds or (ii) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.

Sales Loads

Directors of the Funds and certain other Fund affiliates may purchase the Funds’ Class I shares. See the Funds’ Prospectus for details.

 

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SERVICE PROVIDERS

Investment Adviser

Nuveen Fund Advisors, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the investment adviser of each Fund, with responsibility for the overall management of each Fund. The Adviser is also responsible for managing the Funds’ business affairs and providing day-to-day administrative services to the Funds. The Adviser has selected its affiliate, Nuveen Asset Management, located at 333 West Wacker Drive, Chicago, Illinois 60606, to serve as sub-adviser to manage the investment portfolios of the Funds. In addition, the Adviser has selected one or more Sub-Advisers provide investment advisory services to Nuveen International Fund and Nuveen International Select Fund. For additional information regarding the management services performed by the Adviser and Sub-Advisers, see “Who Manages the Funds” in the Prospectus.

The Adviser is an affiliate of the Distributor, which is located at 333 West Wacker Drive, Chicago, Illinois 60606. The Distributor is the principal underwriter for the Nuveen Mutual Funds, and has served as co-managing underwriter for the shares of the Nuveen Closed-End Funds. The Adviser and the Distributor are subsidiaries of 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.

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

Each Fund’s management fee is divided into two components—a complex-level fee based on the aggregate amount of all eligible Nuveen Fund assets and a specific fund-level fee based only on the amount of assets within each individual Fund. This pricing structure enables Fund shareholders to benefit from growth in the assets within each individual Fund as well as from growth in the amount of complex-wide assets managed by the Adviser. Under no circumstances will this pricing structure result in a Fund paying management fees at a rate higher than would otherwise have been applicable had the complex-wide management fee structure not been implemented.

Each Fund has agreed to pay an annual fund-level management fee, payable monthly, based upon the average daily net assets of each Fund as set forth in the Prospectus.

Each Fund’s complex-level fee is payable monthly and is additive to the fund-level fee. It 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, as appropriate, upward adjustments to that rate based upon the percentage of each Fund’s assets that are not “eligible assets.” The current overall complex-level fee schedule is as follows:

 

  Complex-Level Asset  

  Breakpoint Level*  

     Effective Rate at  
  Breakpoint Level  
 
$55 billion      0.2000
$56 billion      0.1996
$57 billion      0.1989
$60 billion      0.1961
$63 billion      0.1931
$66 billion      0.1900
$71 billion      0.1851
$76 billion      0.1806
$80 billion      0.1773
$91 billion      0.1691
$125 billion      0.1599
$200 billion      0.1505
$250 billion      0.1469
$300 billion      0.1445

 

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

A Fund’s complex-level fee rate will not exceed the maximum overall complex-level fee rate of 0.2000%. As of December 31, 2012, the Funds’ complex-level fees were:

 

Fund

   Complex-Level Fee Rate  
Nuveen Dividend Value Fund      0.1885
Nuveen Equity Index Fund      0.1998
Nuveen International Fund      0.1998
Nuveen International Select Fund      0.1998
Nuveen Large Cap Growth Opportunities Fund      0.1965
Nuveen Large Cap Select Fund      0.1998
Nuveen Mid Cap Growth Opportunities Fund      0.1969
Nuveen Mid Cap Index Fund      0.1867
Nuveen Mid Cap Select Fund      0.1998
Nuveen Mid Cap Value Fund      0.1998
Nuveen Quantitative Enhanced Core Equity Fund      0.1998
Nuveen Small Cap Growth Opportunities Fund      0.1998
Nuveen Small Cap Index Fund      0.1929
Nuveen Small Cap Select Fund      0.1998
Nuveen Small Cap Value Fund      0.1998
Nuveen Tactical Market Opportunities Fund      0.1706

The following table sets forth the management fees (net of fee waivers and expense reimbursements) paid by the Funds and the fees waived and expenses reimbursed by the Adviser for the specified periods.

 

     Management Fees Net of Expense
Reimbursement Paid to
the Adviser
     Fee Waivers and Expense
Reimbursements from
the Adviser
 

Fund

   January 1, 2011 through
October 31, 2011
     Fiscal Year Ended
October 31, 2012
     January 1, 2011 through
October 31, 2011
     Fiscal Year Ended
October 31, 2012
 

Nuveen Dividend Value Fund

   $ 6,548,266       $ 9,085,008       $       $   

Nuveen Equity Index Fund

     1,502,803         1,535,193         380,405         527,292   

Nuveen International Fund

     5,458,891         675,228                 568,337   

Nuveen International Select Fund

     6,348,008         4,836,386                 239,458   

Nuveen Large Cap Growth Opportunities Fund

     3,820,396         4,544,672         31         157,519   

Nuveen Large Cap Select Fund

     612,328         332,857                 34   

 

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     Management Fees Net of Expense
Reimbursement Paid to
the Adviser
     Fee Waivers and Expense
Reimbursements from
the Adviser
 

Fund

   January 1, 2011 through
October 31, 2011
     Fiscal Year Ended
October 31, 2012
     January 1, 2011 through
October 31, 2011
    Fiscal Year Ended
October 31, 2012
 

Nuveen Mid Cap Growth Opportunities Fund

   $ 8,042,935       $ 9,311,106       $ 2,827      $ 303,377   

Nuveen Mid Cap Index Fund

     777,222         952,549         63,532        208,407   

Nuveen Mid Cap Select Fund

     102,575         113,646         171,106        135,661   

Nuveen Mid Cap Value Fund

     2,137,956         1,328,929         37,294        426,012   

Nuveen Quantitative Enhanced Core Equity Fund

     454,695         144,067         240,629        309,007   

Nuveen Small Cap Growth Opportunities Fund

     1,018,628         750,940         62,119        246,288   

Nuveen Small Cap Index Fund

     47,392                 165,373        339,342   

Nuveen Small Cap Select Fund

     4,614,336         4,155,906         301,403        428,176   

Nuveen Small Cap Value Fund

     736,439         648,309         3,362        108,555   

Nuveen Tactical Market Opportunities Fund

     165,463         1,328,746         50,143        28,783   

The Funds were formerly advised by FAF Advisors, Inc. (“ FAF” ), a wholly-owned subsidiary of U.S. Bank National Association (“ U.S. Bank ”). On December 31, 2010, pursuant to an agreement among U.S. Bank, FAF, Nuveen Investments and certain Nuveen affiliates, Nuveen Fund Advisors acquired a portion of the asset management business of FAF and was selected as the investment adviser of the Funds (the “ Transaction” ).

As noted, FAF served as the Funds’ investment adviser prior to the consummation of the Transaction. The following table sets forth the management fees (net of fee waivers and expense reimbursements) paid by the Funds and the fees waived and expenses reimbursed by FAF for the specified periods.

 

    Management Fees Net of Expense
Reimbursement Paid to FAF
    Fee Waivers and Expense
Reimbursements from FAF
 

Fund

  Fiscal Year Ended
October 31, 2010
    November 1, 2010 through
December 31, 2010
    Fiscal Year Ended
October 31, 2010
    November 1, 2010 through
December 31, 2010
 

Nuveen Dividend Value Fund

  $ 4,846,342      $ 962,850      $ 5,472      $ 3,323   

Nuveen Equity Index Fund

    677,957        107,263        1,652,113        272,985   

Nuveen International Fund

    6,279,110        1,027,230        717,593        120,891   

Nuveen International Select
Fund

    6,587,447        1,267,564        998,865        160,054   

 

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    Management Fees Net of Expense
Reimbursement Paid to FAF
    Fee Waivers and Expense
Reimbursements from FAF
 

Fund

  Fiscal Year Ended
October 31, 2010
    November 1, 2010 through
December 31, 2010
    Fiscal Year Ended
October 31, 2010
    November 1, 2010 through
December 31, 2010
 

Nuveen Large Cap Growth Opportunities Fund

  $ 3,743,499      $ 656,155      $ 4,441      $ 579   

Nuveen Large Cap Select Fund

    901,701        142,097        1,376        20   

Nuveen Mid Cap Growth Opportunities Fund

    8,851,902        1,523,652        10,274        1,218   

Nuveen Mid Cap Index Fund

    310,520        70,117        285,008        47,554   

Nuveen Mid Cap Select Fund

    52,686        13,175        232,447        34,325   

Nuveen Mid Cap Value Fund

    4,156,389        613,635        6,475        382   

Nuveen Quantitative Enhanced Core Equity Fund 

    113,702        30,033        405,333        70,098   

Nuveen Small Cap Growth Opportunities Fund

    1,343,107        244,906        361,674        59,567   

Nuveen Small Cap Index Fund

    1       1       418,808        77,362   

Nuveen Small Cap Select Fund

    5,130,135        931,688        14,954        2,075   

Nuveen Small Cap Value Fund

    1,424,720        212,646        2,114        643   

Nuveen Tactical Market Opportunities Fund  2

    1       5,834        114,958        24,728   

 

1    

Advisory and certain other fees for the period were waived by FAF to comply with total operating expense limitations that were agreed upon by the Funds and FAF.

 

2    

Commenced operations on December 30, 2009.

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

Sub-Advisers

The Adviser has selected Nuveen Asset Management to serve as sub-adviser to manage the investment portfolio of each Fund. In addition, one or more Sub-Advisers provide investment advisory services to Nuveen International Fund and Nuveen International Select Fund. Nuveen Asset Management is responsible for selecting the Funds’ investment strategies and, as it relates to Nuveen International Fund and Nuveen International Select Fund, for allocating and reallocating assets among the other Sub-Advisers consistent with each Fund’s investment objectives and strategies. Any Assets not allocated to another Sub-Adviser of Nuveen International Fund and Nuveen International Select Fund are managed by Nuveen Asset Management. The Adviser and Nuveen Asset Management are also responsible for implementing procedures to ensure that each Sub-Adviser complies with the respective Fund’s investment objective, policies and restrictions. The Adviser pays Nuveen Asset Management a portfolio management fee for each Fund equal to the percentage shown below of the

 

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advisory fee paid to the Adviser for its services to the Funds (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of each Fund).

 

Fund

   Percentage of Fee to be paid by the
Adviser to Nuveen Asset  Management
 
Nuveen Dividend Value Fund      50.0000
Nuveen Equity Index Fund      33.3333
Nuveen International Fund      30.0000
Nuveen International Select Fund      30.0000
Nuveen Large Cap Growth Opportunities Fund      47.0588
Nuveen Large Cap Select Fund      53.3333
Nuveen Mid Cap Growth Opportunities Fund      55.5556
Nuveen Mid Cap Index Fund      28.5714
Nuveen Mid Cap Select Fund      55.5556
Nuveen Mid Cap Value Fund      55.5556
Nuveen Quantitative Enhanced Core Equity Fund      50.0000
Nuveen Small Cap Growth Opportunities Fund      50.0000
Nuveen Small Cap Index Fund      42.8571
Nuveen Small Cap Select Fund      55.5556
Nuveen Small Cap Value Fund      55.5556
Nuveen Tactical Market Opportunities Fund      50.0000

The following table sets forth the fees paid by the Adviser to Nuveen Asset Management for its services for the specified periods:

 

       Amount Paid by the Adviser  to
Nuveen Asset Management
 

Fund

   1/01/11-10/31/11      11/01/11-10/31/12  
Nuveen Dividend Value Fund    $ 3,274,133       $ 4,556,272   
Nuveen Equity Index Fund      500,934         511,730   
Nuveen International Fund      1,673,693         210,954   
Nuveen International Select Fund      1,952,418         1,450,916   
Nuveen Large Cap Growth Opportunities Fund      1,797,833         2,138,668   
Nuveen Large Cap Select Fund      326,575         177,524   
Nuveen Mid Cap Growth Opportunities Fund      4,468,301         4,717,268   
Nuveen Mid Cap Index Fund      222,063         272,157   
Nuveen Mid Cap Select Fund      72,227         63,137   
Nuveen Mid Cap Value Fund      1,187,754         749,432   
Nuveen Quantitative Enhanced Core Equity Fund      227,347         120,503   
Nuveen Small Cap Growth Opportunities Fund      510,313         408,902   
Nuveen Small Cap Index Fund      43,415         13,873   
Nuveen Small Cap Select Fund      2,563,522         2,308,838   
Nuveen Small Cap Value Fund      409,133         362,669   
Nuveen Tactical Market Opportunities Fund      84,013         664,373   

The following tables set forth the percentages that are to be paid by the Adviser to the Sub-Advisers for Nuveen International Fund and Nuveen International Select Fund for their sub-advisory services. The fees are based on the aggregate average daily assets of Nuveen International Fund’s and Nuveen International Select Fund’s assets allocated to such Sub-Adviser. The fee is calculated daily and paid monthly.

 

Sub-Adviser

   Aggregate Assets of
Sub-Advisory Portfolio
     Fee per annum to be paid from
the Adviser to Sub-Adviser
 
Altrinsic      First $150 Million         0.45
     Next $350 Million         0.37
     Over $500 Million         0.35

 

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Sub-Adviser

   Aggregate Assets of
Sub-Advisory Portfolio
     Fee per annum to be paid from
the Adviser to Sub-Adviser
 
Lazard      First $112.5 Million         0.75
     Next $37.5 Million         0.70
     Next $37.5 Million         0.65
     Next $187.5 Million         0.60

Nuveen International Fund

The Fund employs one additional Sub-Adviser, which provides investment advisory services for a portion of the Fund’s assets. Altrinsic has been a Sub-Adviser to the Fund since November 3, 2008, currently pursuant to an agreement with the Adviser dated January 1, 2011. Altrinsic is an employee-controlled and majority-owned company founded in 2000. As of December 31, 2012, Altrinsic had assets under management of approximately $12.6 billion.

Prior to June 24, 2013, Hansberger Global Investors, Inc. (“HGI”) served as one of the Fund’s Sub-Advisers. The following table sets forth the aggregate sub-advisory fees paid to Altrinsic and HGI for the fiscal years ended October 31, 2010, October 31, 2011 and October 31, 2012:

 

     Fiscal Year Ended
October 31, 2010
     Fiscal Year Ended
October 31, 2011
    Fiscal Year Ended
October 31, 2012
 

Fund

   Amount Paid
by the Adviser
to the
Sub-Advisers
     Amount Paid
by the Adviser
to the
Sub-Advisers
    Amount Paid
by the Adviser
to the
Sub-Advisers
 
Nuveen International Fund    $ 2,317,794       $ 2,135,657      $ 384,541   

Nuveen International Select Fund

Altrinsic and Lazard have also served as Sub-Advisers to Nuveen International Select Fund since the Fund’s inception, currently pursuant to individual agreements with the Adviser dated January 1, 2011. Lazard is a wholly-owned subsidiary of Lazard Freres & Co., LLC. As of December 31, 2012, Lazard had assets under management of approximately $151.7 billion.

Each Sub-Adviser has discretion to select portfolio securities for its portion of the Fund (the “ Sub-Advisory Portfolio ”), but must select those securities according to the Fund’s investment objective and restrictions. Each Sub-Adviser is paid a fee by the Adviser each month for the services provided under their respective sub-advisory agreements.

Prior to June 24, 2013, HGI served as one of the Fund’s Sub-Advisers. The following table sets forth the aggregate sub-advisory fees paid to Altrinsic, HGI and Lazard for the fiscal years ended October 31, 2010, October 31, 2011 and October 31, 2012:

 

     Fiscal Year Ended
October 31, 2010
     Fiscal Year Ended
October 31, 2011
    Fiscal Year Ended
October 31, 2012
 

Fund

   Amount Paid by
the Adviser to the
Sub-Advisers
     Amount Paid by
the Adviser to the
Sub-Advisers
    Amount Paid by
the Adviser to the
Sub-Advisers
 
Nuveen International Select Fund    $ 2,914,141       $ 3,392,296      $ 2,098,526   

Portfolio Managers

The individuals that have primary responsibility for the day-to-day implementation of the investment strategies of the Funds are named in the Prospectus under the “Fund Summaries” section for each Fund.

Nuveen Asset Management Compensation

Portfolio manager compensation consists primarily of base pay, an annual cash bonus and long-term incentive payments.

Base pay . Base pay is determined based upon an analysis of the portfolio manager’s general performance, experience, and market levels of base pay for such position.

 

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Annual cash bonus . The Funds’ portfolio managers are eligible for an annual cash bonus based on investment performance, qualitative evaluation and financial performance of Nuveen Asset Management.

A portion of each portfolio manager’s annual cash bonus is based on the Fund’s investment performance, generally measured over the past one- and three- or five-year periods unless the portfolio manager’s tenure is shorter. Investment performance for the Fund generally is determined by evaluating the Fund’s performance relative to its benchmark(s) and/or Lipper industry peer group.

A portion of the cash bonus is based on a qualitative evaluation made by each portfolio manager’s supervisor taking into consideration a number of factors, including the portfolio manager’s team collaboration, expense management, support of personnel responsible for asset growth, and his or her compliance with Nuveen Asset Management’s policies and procedures.

The final factor influencing a portfolio manager’s cash bonus is the financial performance of Nuveen Asset Management based on its operating earnings.

Long-term incentive compensation . Certain key employees of Nuveen Investments and its affiliates, including certain portfolio managers, have received equity interests in the parent company of Nuveen Investments. In addition, certain key employees of Nuveen Asset Management, including certain portfolio managers, have received profits interests in Nuveen Asset Management which entitle their holders to participate in the firm’s growth over time.

There are generally no differences between the methods used to determine compensation with respect to the Funds and the Other Accounts shown in the table below.

Altrinsic Compensation

Altrinsic manages all accounts on a team basis and all the portfolio managers are equity partners. The value of the equity and the associated cash flows are solely determined by the team’s long-term investment performance and client satisfaction. Portfolio managers receive a competitive salary, profit sharing and incentive compensation.

Lazard Compensation

Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash, stock and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by them rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager’s compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard’s investment philosophy such as leadership, teamwork, and commitment.

Total compensation is not fixed, but rather is based on the following factors: (1) maintenance of current knowledge and opinions on companies owned in the portfolio; (2) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (3) ability and willingness to develop and share ideas on a team basis; and (4) the performance results of the portfolios managed by the investment team.

Variable bonus is based on the portfolio manager’s quantitative performance as measured by the manager’s ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by him or her, by comparison of each account to a predetermined benchmark, including, as appropriate for the relevant account’s investment strategy, the MSCI World Index, the FTSE All World Europe ex-UK Index, the MSCI European Index, and the MSCI EAFE Index, over the current year and the longer-term performance (3-, 5-, or 10-year, if applicable) of such account, as well as performance of the account relative to peers. In addition, the portfolio manager’s bonus can be influenced by subjective measurement of the manager’s ability to help others make investment decisions.

 

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Other Accounts Managed

In addition to the Funds, as of October 31, 2012, the portfolio managers were also primarily responsible for the day-to-day portfolio management of the following accounts:

 

Portfolio Manager

 

Type of Account Managed

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

Derek B. Bloom

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

3

0

3

  

  

  

   

 

 

$3.2 million

0

$1.1 million

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

Karen L. Bowie

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

Anthony R. Burger

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

0

0

8

  

  

  

   

 

 

0

0

$222.8 million

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

David A. Chalupnik

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

0

1

6

  

  

  

   

 

 

0

$476.0 million

$160.0 million

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

Rehan Chaudhri

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

1

26

44

  

  

  

   
 
 
$354.0 million
$3.1 billion
$8.6 billion
  
  
  
   

 

 

0

1

4

 

  

  

   

 

 

0

$68.9 million

$1.2 billion

  

  

  

David R. Cline

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

4

0

0

  

  

  

   
 

 

$750.4 million
0

0

  
  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

John L. DeVita

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

1

26

44

  

  

  

   
 
 
$354.0 million
$3.1 billion
$8.6 billion
  
  
  
   

 

 

0

1

4

  

  

  

   

 

 

0

$68.9 million

$1.2 billion

  

  

  

James A. Diedrich

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

0

0

11

  

  

  

   

 
 

0

0
$226.5 million

  

  
  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

James M. Donald

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   
 

 

12
18

191

  
  

  

   
 
 
$20.1 billion
$7.3 billion
$13.3 billion
  
  
  
   

 

 

1

1

3

  

  

  

   

 

 

$2.0 billion

$4.5 million

$1.6 billion

  

  

  

Walter A. French

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

1

0

19

  

  

  

   

 

 

$304.3 million

0

$488.9 million

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

David A. Friar

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

5

0

4

  

  

  

   

 

 

$1.2 billion

0

$22.0 million

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

Harold R. Goldstein

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 
 

0

0
13

  

  
  

   

 

 

0

0

$630.0 million

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

Keith B. Hembre

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

6

0

6

  

  

  

   

 

 

$1.5 billion

0

$81.4 million

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

John Hock

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   
 
 
1
26
44
  
  
  
   

 

 

$354.0 million

$3.1 billion

$8.6 billion

  

  

  

   

 

 

0

2

3

  

  

  

   

 

 

0

$68.9 million

$1.2 billion

  

  

  

Cori B. Johnson

 

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

   

 

 

0

0

19

  

  

  

   

 

 

0

0

$750.0 million

  

  

  

   

 

 

0

0

0

  

  

  

   

 

 

0

0

0

  

  

  

Jon A. Loth

  Registered Investment Companies     0        0        0        0   
  Other Pooled Investment Vehicles     0        0        0        0   
  Other Accounts     2        $49.9 million        0        0   

Robert S. McDougall

  Registered Investment Companies     0        0        0        0   
  Other Pooled Investment Vehicles     0        0        0        0   
  Other Accounts     2        $49.9 million        0        0   

 

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Portfolio Manager

 

Type of Account Managed

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

Scott M. Mullinix

  Registered Investment Companies     0        0        0        0   
  Other Pooled Investment Vehicles     0        0        0        0   
  Other Accounts     11        $226.5 million        0        0   

John R. Reinsberg

  Registered Investment Companies     7        $2.3 billion        0        0   
  Other Pooled Investment Vehicles     6        $128.0 million        4        $92.2 million   
  Other Accounts     72        $7.7 billion        1        $76.0 million   

Jay L. Rosenberg*

  Registered Investment Companies     2        $554.5 million        0        0   
  Other Pooled Investment Vehicles     2        $185.8 million        0        0   
  Other Accounts     11        $870.4 million        0        0   

Derek M. Sadowsky

  Registered Investment Companies     0        0        0        0   
  Other Pooled Investment Vehicles     0        0        0        0   
  Other Accounts     19        $750.0 million        0        0   

Allen D. Steinkopf

  Registered Investment Companies     0        0        0        0   
  Other Pooled Investment Vehicles     0        0        0        0   
  Other Accounts     3        $20.0 million        0        0   

Tracy P. Stouffer*

  Registered Investment Companies     2        $35.4 million        0        0   
  Other Pooled Investment Vehicles     0        0        0        0   
  Other Accounts     5        $42.5 million        0        0   

Scott M. Tonneson

  Registered Investment Companies     0        0        0        0   
  Other Pooled Investment Vehicles     0        0        0        0   
  Other Accounts     0        0        0        0   

Mark A. Traster

  Registered Investment Companies     0        0        0        0   
  Other Pooled Investment Vehicles     0        0        0        0   
  Other Accounts     3        $33.2 million        0        0   

 

*   As of May 31, 2013.

Nuveen Asset Management Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented a number of potential conflicts, including, among others, those discussed below.

The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Nuveen Asset Management seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, Nuveen Asset Management has adopted procedures for allocating limited opportunities across multiple accounts.

With respect to many of its clients’ accounts, Nuveen Asset Management determines which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, Nuveen Asset Management may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Nuveen Asset Management may place separate, non-simultaneous, transactions for a Fund and other accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts.

Some clients are subject to different regulations. As a consequence of this difference in regulatory requirements, some clients may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where

 

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Nuveen Asset Management has an incentive, such as a performance-based management fee, which relates to the management of some accounts, with respect to which a portfolio manager has day-to-day management responsibilities.

Nuveen Asset Management has adopted certain compliance procedures which are designed to address these types of conflicts common among investment managers. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Altrinsic Conflicts of Interest

As a portfolio manager with multiple clients, Altrinsic faces potential conflicts of interest in connection with managing the Nuveen International Fund and Nuveen International Select Fund’s portfolios as well as other accounts simultaneously. Altrinsic has accounts which charge fees as a percentage of assets under management, have a fixed fee, or have performance-based fees. A potential conflict of interest could arise when executing trades for accounts which pay fees on different schedules. It is Altrinsic’s policy that no client for whom Altrinsic has investment decision responsibility shall receive preferential treatment over any other client. When allocating securities among clients, it is Altrinsic’s policy that all clients should be treated fairly and that, to the extent possible, all clients should receive equitable treatment over time and no client(s) will receive more favorable treatment or be disadvantaged over other client(s). Whenever possible, Altrinsic will aggregate orders for accounts purchasing/selling the same security at the same time. Generally, ach eligible client that participates in an aggregated order will participate at the average price for all Altrinsic client transactions in that security on a given business day and transaction costs will be generally shared pro-rata based on each client’s participation in the transaction.

Altrinsic and its personnel may affect limited transactions for their own accounts in the same or different securities than those purchased and sold for the accounts of Altrinsic’s clients. All employees are prohibited from engaging in personal securities transactions in Reportable Securities, as defined in the Investment Advisers Act of 1940, as amended, except for sale transactions of securities that were held by the employee prior to their date of hire or purchases and sales of ETFs and closed-end funds. All personal securities transactions require that written pre-clearance approval was obtained from Compliance. Compliance only approves transactions if it concludes that the transaction would comply with the provisions of the Code of Ethics and is not likely to conflict with or have an adverse economic impact on clients. No personal trades are aggregated with clients’ trades.

Altrinsic uses “soft dollars” for research and brokerage services that provide lawful and appropriate assistance to Altrinsic in carrying out its investment decision making responsibilities, as permitted under the safe harbor of Section 28(e) of the Securities and Exchange Act of 1934. A potential conflict of interest could arise when Altrinsic uses client brokerage commissions to obtain research or brokerage services as the firm benefits from the research, products, and/or services it would otherwise have to produce internally or purchase. Altrinsic maintains policies and procedures to address such conflicts. As a fiduciary, Altrinsic has an obligation to seek “best execution” of clients’ transactions under the circumstances of the particular transaction. If Altrinsic selects a broker-dealer that provides soft dollar benefits that may cause clients to pay commission higher in return for those benefits than those commission charged by other broker-dealers.

Lazard Conflicts of Interest

Although the potential for conflicts of interest exists when an investment adviser and portfolio managers manage other accounts with similar investment objectives and strategies as Nuveen International Select Fund, Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Fund is not disadvantaged, including procedures regarding trade allocations and “conflicting trades” (e.g., long and short positions in the same security, as described below). In addition, the Fund, as a registered investment company, is subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the other accounts.

Potential conflicts of interest may arise because of Lazard’s management of the Fund and other accounts. For example, conflicts of interest may arise with both the aggregation and allocation of

 

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securities transactions and allocation of limited investment opportunities, as Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard’s overall allocation of securities in that offering, or to increase Lazard’s ability to participate in future offerings by the same underwriter or issuer.

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Lazard manages hedge funds that are subject to performance/incentive fees. Certain hedge funds managed by Lazard may also be permitted to sell securities short. When Lazard engages in short sales of securities of the type in which the Fund invests, Lazard could be seen as harming the performance of the Fund for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. As described above, Lazard has procedures in place to address these conflicts. Portfolio managers are generally not permitted to manage both hedge funds that engage in short sales and long-only accounts, including open-end and closed-end registered investment companies.

Beneficial Ownership of Securities

The following table indicates as of October 31, 2012 the value, within the indicated range, of shares beneficially owned by the portfolio managers in the Funds they manage. For purposes of this table, the following letters indicate the range listed next to each letter:

 

A      -       $0
B      -       $1 - $10,000
C      -       $10,001 - $50,000
D      -       $50,001 - $100,000
E      -       $100,001 - $500,000
F      -       $500,001 - $1,000,000
G      -       More than $1 million

 

  Name of Portfolio Manager

 

Fund

  Dollar Range of
Equity Securities
Beneficially Owned
in Fund Managed
 

  Derek B. Bloom

  Nuveen International Fund     A   
  Nuveen International Select Fund     A   
  Nuveen Tactical Market Opportunities Fund     C   

  Karen L. Bowie

  Nuveen Mid Cap Value Fund     C   
  Nuveen Small Cap Value Fund     D   

  Anthony R. Burger

  Nuveen Large Cap Select Fund     A   
  Nuveen Mid Cap Select Fund     A   

  David A. Chalupnik

  Nuveen Large Cap Select Fund     A   
  Nuveen Mid Cap Value Fund     A   

  Rehan Chaudhri

  Nuveen International Fund     A   
  Nuveen International Select Fund     A   

  David R. Cline

  Nuveen Quantitative Enhanced Core Equity Fund     A   
  Nuveen Tactical Market Opportunities Fund     B   

  John L. DeVita

  Nuveen International Fund     A   
  Nuveen International Select Fund     A   

  James A. Diedrich

  Nuveen Large Cap Growth Opportunities Fund     C   
  Nuveen Mid Cap Growth Opportunities Fund     D   

  James M. Donald

  Nuveen International Select Fund     A   

  Walter A. French

  Nuveen Equity Index Fund     A   
  Nuveen International Fund     A   
  Nuveen International Select Fund     A   
  Nuveen Mid Cap Index Fund     A   
  Nuveen Quantitative Enhanced Core Equity Fund     A   
  Nuveen Small Cap Index Fund     A   

 

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  Name of Portfolio Manager

 

Fund

  Dollar Range of
Equity Securities
Beneficially Owned
in Fund Managed
 
  Nuveen Tactical Market Opportunities Fund     A   

  David A. Friar

  Nuveen Equity Index Fund     A   
  Nuveen International Fund     A   
  Nuveen International Select Fund     B   
  Nuveen Mid Cap Index Fund     A   
  Nuveen Quantitative Enhanced Core Equity Fund     A   
  Nuveen Small Cap Index Fund     A   
  Nuveen Tactical Market Opportunities Fund     C   

  Harold R. Goldstein

  Nuveen Large Cap Growth Opportunities Fund     B   
  Nuveen Mid Cap Growth Opportunities Fund     B   

  Keith B. Hembre

  Nuveen International Fund     A   
  Nuveen International Select Fund     A   
  Nuveen Quantitative Enhanced Core Equity Fund     A   
  Nuveen Tactical Market Opportunities Fund     E   

  John Hock

  Nuveen International Fund     A   
  Nuveen International Select Fund     A   

  Cori B. Johnson

  Nuveen Dividend Value Fund     E   

  Jon A. Loth

  Nuveen Small Cap Growth Opportunities Fund     C   

  Robert S. McDougall

  Nuveen Small Cap Growth Opportunities Fund     B   

  Scott M. Mullinix

  Nuveen Large Cap Growth Opportunities Fund     E   
  Nuveen Mid Cap Growth Opportunities Fund     D   

  John R. Reinsberg

  Nuveen International Select Fund     A   

  Jay L. Rosenberg*

  Nuveen International Fund     A   
  Nuveen International Select Fund     A   

  Derek M. Sadowsky

  Nuveen Dividend Value Fund     E   

  Allen D. Steinkopf

  Nuveen Small Cap Select Fund     B   

  Tracy Stouffer*

  Nuveen International Fund     A   
  Nuveen International Select Fund     A   

  Scott M. Tonneson

  Nuveen Mid Cap Select Fund     A   

  Mark A. Traster

  Nuveen Small Cap Select Fund     D   

 

*   As of May 31, 2013.

Administrator

Prior to the Transaction, FAF served as Administrator pursuant to an Administration Agreement between FAF and NIF, dated July 1, 2006 and U.S. Bancorp Fund Services, LLC (“ USBFS ”), 615 East Michigan Street, Milwaukee, WI 53202, served as sub-administrator pursuant to a Sub-Administration Agreement between FAF and USBFS dated July 1, 2005. USBFS is a subsidiary of U.S. Bancorp. As of December 31, 2010, the Funds no longer have an administrator or sub-administrator. The following table sets forth total administrative fees, after waivers, paid by the Funds to FAF and USBFS for the fiscal year ended October 31, 2010 and for the period from November 1, 2010 through December 31, 2010:

 

Fund

  Fiscal Year Ended
October 31, 2010
    November 1, 2010
through
December 31, 2010
 
Nuveen Dividend Value Fund   $ 1,664,988      $ 334,525   
Nuveen Equity Index Fund     2,077,605        342,292   
Nuveen International Fund     1,559,670        258,378   
Nuveen International Select Fund     1,694,350        321,273   
Nuveen Large Cap Growth Opportunities Fund     1,285,900        227,365   
Nuveen Large Cap Select Fund     310,414        49,202   
Nuveen Mid Cap Growth Opportunities Fund     2,823,193        490,214   
Nuveen Mid Cap Index Fund     531,433        105,926   
Nuveen Mid Cap Select Fund     90,796        15,271   
Nuveen Mid Cap Value Fund     1,325,904        197,380   
Nuveen Quantitative Enhanced Core Equity Fund     386,115        75,111   

 

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Fund

  Fiscal Year Ended
October 31, 2010
    November 1, 2010
through
December 31, 2010
 
Nuveen Small Cap Growth Opportunities Fund   $ 380,362      $ 68,516   
Nuveen Small Cap Index Fund     140,471        26,618   
Nuveen Small Cap Select Fund     1,639,213        300,195   
Nuveen Small Cap Value Fund     454,674        68,557   
Nuveen Tactical Market Opportunities Fund  1     7,990        9,169   

 

1    

Commenced operations on December 30, 2009.

Transfer Agent

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

Prior to May 14, 2012, USBFS served as the Funds’ transfer agent. The following table sets forth transfer agent fees, excluding out-of-pocket expenses, paid by the Funds to USBFS for the fiscal years ended October 31, 2010 and October 31, 2011 and the period November 1, 2011 through May 14, 2012:

 

Fund

  Fiscal Year Ended
October 31,
2010
    Fiscal Year Ended
October 31,
2011
    November 1, 2011
through
May 14, 2012 2
 

Nuveen Dividend Value Fund

  $ 232,600      $ 288,711      $ 241,148   

Nuveen Equity Index Fund

    266,034        252,592        161,217   

Nuveen International Fund

    165,677        127,109        82,593   

Nuveen International Select Fund

    89,706        26,955        83,003   

Nuveen Large Cap Growth Opportunities Fund

    219,922        213,331        187,944   

Nuveen Large Cap Select Fund

    89,821        23,449        21,118   

Nuveen Mid Cap Growth Opportunities Fund

    315,206        316,092        254,752   

Nuveen Mid Cap Index Fund

    90,572        58,159        47,201   

Nuveen Mid Cap Select Fund

    134,960        108,695        51,402   

Nuveen Mid Cap Value Fund

    172,902        146,362        119,129   

Nuveen Quantitative Enhanced Core Equity Fund

    72,003        13,094        26,930   

Nuveen Small Cap Growth Opportunities Fund

    142,251        104,626        87,207   

Nuveen Small Cap Index Fund

    90,187        34,289        19,153   

Nuveen Small Cap Select Fund

    227,083        217,887        143,168   

Nuveen Small Cap Value Fund

    137,594        102,800        71,337   

Nuveen Tactical Market Opportunities Fund 1

    12,375        3,279        23,807   

 

1    

Commenced operations on December 30, 2009.

2    

Transfer agent fees are reflective of one-time fees, due to transfer agent conversion, in the amount of $8,996, $8,086, $2,432, $434, $7,290, $358, $7,915, $1,742, $2,655, $3,854, $93, $2,204, $803, $5,527, $2,428 and $1,632 for Nuveen Dividend Value Fund, Nuveen Equity Index Fund, Nuveen International Fund, Nuveen International Select Fund, Nuveen Large Cap Growth Opportunities Fund, Nuveen Large Cap Select Fund, Nuveen Mid Cap Growth Opportunities Fund, Nuveen Mid Cap Index Fund, Nuveen Mid Cap Select Fund, Nuveen Mid Cap Value Fund, Nuveen Quantitative Enhanced Core Equity Fund, Nuveen Small Cap Growth Opportunities Fund, Nuveen Small Cap Index Fund, Nuveen Small Cap Select Fund, Nuveen Small Cap Value Fund and Nuveen Tactical Market Opportunities Fund, respectively.

Custodians

U.S. Bank National Association (“ U.S. Bank ”) and State Street Bank and Trust Company act as custodians for the Funds (the “ Custodians ”). U.S. Bank, 60 Livingston Avenue, St. Paul, MN 55101, acts as the custodian for each Fund (the “ Custodian ”) other than Nuveen International Fund and

 

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Nuveen International Select Fund. U.S. Bank is a subsidiary of U.S. Bancorp. State Street Bank and Trust Company, 2 Avenue de Lafayette, LCC/5 Boston, MA 02111, acts as the custodian for Nuveen International Fund and Nuveen International Select Fund.

The Custodians take no part in determining the investment policies of the Funds or in deciding which securities are purchased or sold by the Funds. All of the instruments representing the investments of the Funds and all cash are held by the Custodians. The Custodians deliver securities against payment upon sale and pays for securities against delivery upon purchase. The Custodians also remit Fund assets in payment of Fund expenses, pursuant to instructions of NIF’s officers or resolutions of the Board of Directors.

As compensation for its services as custodian, U.S. Bank is paid a monthly fee calculated on an annual basis equal to 0.005% of each Fund’s average daily net assets. State Street Bank and Trust Company is paid reasonable compensation as agreed upon from time to time. Sub-custodian fees with respect to the Funds are paid by State Street Bank and Trust Company out of its fees from the Funds. In addition, the Custodians are reimbursed for their out-of-pocket expenses incurred while providing services to the Funds. Each Custodian continues to serve so long as its appointment is approved at least annually by the Board of Directors including a majority of the directors who are not “interested persons” of NIF, as that term is defined in the 1940 Act.

Distributor

Nuveen Securities, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, serves as the distributor for the Funds’ shares pursuant to a “best efforts” arrangement as provided by a Distribution Agreement dated January 1, 2011 (the “ Distribution Agreement ”). Pursuant to the Distribution Agreement, the Funds appointed the Distributor to be their agent for the distribution of the Funds’ shares on a continuous offering basis.

Independent Registered Public Accounting Firm

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

CODES OF ETHICS

The Funds, the Adviser, Nuveen Asset Management and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act and with respect to the Adviser and Sub-Adviser, Rule 204A-1 under the Investment Advisers Acts of 1940, as amended, addressing personal securities transactions and other conduct by investment personnel and access persons who may have access to information about the Funds’ securities transactions. The codes are intended to address potential conflicts of interest that can arise in connection with personal trading activities of such persons. Persons subject to the codes are generally permitted to engage in personal securities transactions, including investing in securities eligible for investment by the Funds, subject to certain prohibitions, which may include prohibitions on investing in certain types of securities, pre-clearance requirements, blackout periods, annual and quarterly reporting of personal securities holdings and limitations on personal trading of initial public offerings. Violations of the codes are subject to review by the Board of Directors and could result in severe penalties. Altrinsic and Lazard have also each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act. Each of these codes of ethics permits personnel to invest in securities for their own accounts, including securities that may be purchased or held by the Funds. These codes of ethics are on public file with, and are available from, the SEC.

PROXY VOTING POLICIES

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

A member of each Fund’s management team is responsible for oversight of the Fund’s proxy voting process. With regard to equity securities, Nuveen Asset Management has engaged the services

 

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of Institutional Shareholder Services Inc. (“ ISS ”) to make recommendations on the voting of proxies relating to securities held by the Funds and managed by Nuveen Asset Management. ISS provides voting recommendations based upon established guidelines and practices. Nuveen Asset Management reviews and frequently follows ISS recommendations. However, on selected issues, Nuveen Asset Management may not vote in accordance with the ISS recommendations when it believes that specific ISS recommendations are not in the best economic interest of the applicable Fund. If Nuveen Asset Management manages the assets of a company or its pension plan and any of Nuveen Asset Management’s clients hold any securities of that company, Nuveen Asset Management will vote proxies relating to such company’s securities in accordance with the ISS recommendations to avoid any conflict of interest. Where a material conflict of interest has been identified by Nuveen Asset Management and ISS does not offer a recommendation on the matter, Nuveen Asset Management shall disclose the conflict and Nuveen Asset Management’s Proxy Voting Committee shall determine the manner in which to vote and notify the Fund’s Board of Trustees or its designated committee.

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

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

The proxy voting policies and procedures for Altrinsic and Lazard are set forth in Appendix B.

Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge by calling (800) 257-8787 or by accessing the SEC’s website at http://www.sec.gov.

PORTFOLIO TRANSACTIONS

Decisions with respect to which securities are to be bought or sold, the total amount of securities to be bought or sold, the broker-dealer with or through which the securities transactions are to be effected and the commission rates applicable to the trades are made by Nuveen Asset Management or, in the case of Nuveen International Fund or Nuveen International Select Fund, their Sub-Advisers.

In selecting a broker-dealer to execute securities transactions, the Sub-Advisers consider the full range and quality of a broker-dealer’s services including, among other things: the value, nature and quality of any brokerage and research products and services; execution capability; commission rate; financial responsibility (including willingness to commit capital); the likelihood of price improvement; the speed of execution and likelihood of execution for limit orders; the ability to minimize market impact; the maintenance of the confidentiality of orders; and responsiveness of the broker-dealer. The determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution for the Funds. Subject to the satisfaction of its obligation to seek best execution, another factor considered by the Sub-Advisers in selecting a broker-dealer may include the broker-dealer’s access to initial public offerings.

For certain transactions, the Sub-Advisers may cause the Funds to pay a broker-dealer a commission higher than that which another broker-dealer might have charged for effecting the same transaction (a practice commonly referred to as “paying up”). The Sub-Advisers cause a Fund to pay up in recognition of the value of the brokerage and research products and services provided by the broker-dealer. The broker-dealer may directly provide such products or services to the Funds or purchase them from a third party for the Funds. In such cases, the Sub-Advisers are in effect paying for the brokerage and research products and services with client commissions—so-called “soft dollars.” The Sub-Advisers will only cause a Fund to pay up if the Sub-Advisers, subject to their overall duty to seek best execution, determine in good faith that the amount of such commission is reasonable in

 

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relation to the value of the brokerage and research products and services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisers with respect to the managing of its accounts.

The types of research products and services the Sub-Advisers receive include economic analysis and forecasts, financial market analysis and forecasts, industry and company specific analysis, performance monitoring, interest rate forecasts, arbitrage relative valuation analysis of various debt securities, analysis of U.S. Treasury securities, research-dedicated computer software and related consulting services and other services that assist in the investment decision making process. Research products and services are received primarily in the form of written reports, computer-generated services, telephone contacts and personal meetings with security analysts. Research services may also be provided in the form of meetings arranged by broker-dealers with corporate management teams and spokespersons, as well as industry spokespersons.

The brokerage and research products and services the Sub-Advisers receive from broker-dealers supplement the Sub-Advisers’ own normal research activities. As a practical matter, the Sub-Advisers could not, on their own, generate all of the research that broker-dealers provide without materially increasing expenses. The brokerage and research products and services the Sub-Advisers receive from broker-dealers may be put to a variety of uses and may be provided as part of a product that bundles research and brokerage products with other products into one package as further described below. The Sub-Advisers reduce their expenses through their use of soft dollars.

As a general matter, the brokerage and research products and services the Sub-Advisers receive from broker-dealers are used to service all of the Sub-Advisers’ accounts, including the Funds. However, any particular brokerage and research product or service may not be used to service each and every account, and may not benefit the particular accounts that generated the brokerage commissions. For example, equity commissions are used for brokerage and research products and services utilized in managing fixed income accounts.

The Sub-Advisers receive brokerage or research products or services that they also use for business purposes unrelated to brokerage or research. For example, certain brokerage services are provided as a part of a product that bundles many separate and distinct brokerage, execution, investment management, custodial and recordkeeping services into one package. Market data services are a specific example of mixed use services that the Sub-Advisers might acquire because certain employees of the Sub-Advisers may use such services for marketing or administrative purposes while others use them for research purposes. The acquisition of mixed use products and services causes a conflict of interest for the Sub-Advisers, in that, clients pay up for this type of brokerage or research product or service while the product or service also directly benefits the Sub-Advisers. For this reason, and in accordance with general SEC guidance, the Sub-Advisers make a good faith effort to determine what percentage of the product or service is used for non-brokerage or research purposes and pay cash (“hard dollars”) for such percentage of the total cost. To ensure that their practices are consistent with their fiduciary responsibilities to their clients and to address this conflict, the Sub-Advisers make all determinations with regard to whether mixed use items may be acquired and, if so, what the appropriate allocations are between soft dollar and hard dollar payments for such products and services. These determinations themselves represent a conflict of interest as the Sub-Advisers have a financial incentive to allocate a greater proportion of the cost of mixed use products to soft dollars.

Many of the Funds’ portfolio transactions involve payment of a brokerage commission by the applicable Fund. In some cases, transactions are with dealers or issuers who act as principal for their own accounts and not as brokers. Transactions effected on a principal basis, other than certain transactions effected on a so-called riskless principal basis, are made without the payment of brokerage commissions but at net prices which usually include a spread or markup. In effecting transactions in over-the-counter securities, the Funds typically deal with market makers unless it appears that better price and execution are available elsewhere.

It is expected that the Funds will purchase most foreign equity securities in the over-the-counter markets or stock exchanges located in the countries in which the respective principal offices of the issuers of the various securities are located if that is the best available market. The commission paid in

 

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connection with foreign stock transactions may be higher than negotiated commissions on U.S. transactions. There generally is less governmental supervision and regulation of foreign stock exchanges than in the United States. Foreign securities settlements may in some instances be subject to delays and related administrative uncertainties.

Foreign equity securities may be held in the form of depositary receipts or securities convertible into foreign equity securities. Depositary receipts may be listed on stock exchanges or traded in the over-the-counter markets in the United States or overseas. The foreign and domestic debt securities and money market instruments in which the Funds may invest are generally traded in the over-the-counter markets.

The Funds do not effect any brokerage transactions in their portfolio securities with any broker or dealer affiliated directly or indirectly with the Adviser, Sub-Advisers or Distributor unless such transactions, including the frequency thereof, the receipt of commission payable in connection therewith, and the selection of the affiliated broker or dealer effecting such transactions are not unfair or unreasonable to the shareholders of the Funds, as determined by the Board of Directors. Any transactions with an affiliated broker or dealer must be on terms that are both at least as favorable to the Funds as the Funds can obtain elsewhere and at least as favorable as such affiliated broker or dealer normally gives to others. The Funds did not pay any commissions to affiliated brokers or dealers during the fiscal years ended October 31, 2009, 2010 and 2011.

When two or more clients of the Sub-Advisers are simultaneously engaged in the purchase or sale of the same security, the prices and amounts are allocated in a manner considered by the Sub-Advisers to be equitable to each client. In some cases, this system could have a detrimental effect on the price or volume of the security as far as each client is concerned. In other cases, however, the ability of the clients to participate in volume transactions may produce better executions for each client.

The following table sets forth the aggregate brokerage commissions paid by the Funds during the fiscal years ended October 31, 2010, October 31, 2011 and October 31, 2012:

 

    Aggregate Brokerage Commissions Paid by the Funds  

Fund

  Fiscal Year
Ended
October 31, 2010
    Fiscal Year
Ended
October 31, 2011
    Fiscal Year
Ended
October 31, 2012
 

Nuveen Dividend Value Fund

  $ 945,555      $ 1,062,374      $ 630,231   

Nuveen Equity Index Fund

    56,413        22,781        7,096   

Nuveen International Fund

    1,268,428        1,663,040        203,515   

Nuveen International Select Fund

    1,293,947        1,765,524        734,891   

Nuveen Large Cap Growth Opportunities Fund

    1,273,966        719,095        487,381   

Nuveen Large Cap Select Fund

    588,540        350,507        132,105   

Nuveen Mid Cap Growth Opportunities Fund

    3,863,391        2,342,848        2,025,483   

Nuveen Mid Cap Index Fund

    35,705        29,030        24,096   

Nuveen Mid Cap Select Fund

    276,353        150,047        140,523   

Nuveen Mid Cap Value Fund

    2,609,339        1,214,648        828,350   

Nuveen Quantitative Enhanced Core Equity Fund

    542,961        460,111        183,624   

Nuveen Small Cap Growth Opportunities Fund

    1,063,297        600,748        402,918   

Nuveen Small Cap Index Fund

    10,519        10,921        11,353   

Nuveen Small Cap Select Fund

    3,093,093        2,166,839        1,637,916   

Nuveen Small Cap Value Fund

    617,325        211,305        191,121   

Nuveen Tactical Market Opportunities Fund 1

    10,962        41,633        66,822   

 

1    

Commenced operations on December 30, 2009.

Brokerage commissions paid by a Fund may vary significantly from year to year as a result of changing asset levels throughout the year, portfolio turnover, varying market conditions, and other factors.

 

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During the fiscal year ended October 31, 2012, Nuveen Dividend Value Fund, Nuveen International Fund, Nuveen International Select Fund, Nuveen Large Cap Growth Opportunities Fund, Nuveen Large Cap Select Fund, Nuveen Mid Cap Growth Opportunities Fund, Nuveen Mid Cap Select Fund, Nuveen Mid Cap Value Fund, Nuveen Small Cap Growth Opportunities Fund, Nuveen Small Cap Select Fund and Nuveen Small Cap Value Fund paid to brokers as commissions in return for research services $486,377, $157,563, $565,084, $322,576, $71,208, $1,515,135, $70,000, $645,435, $273,817, $1,191,901, and $119,610, respectively, and the aggregate amount of those transactions per Fund on which such commissions were paid were $453,557,361, $174,497,285, $524,094,450, $579,031,302, $71,875,773, $1,838,374,627, $41,600,069, $471,236,897, $182,952,811, $666,747,888 and $55,845,612, respectively.

The Funds, excluding the Nuveen Large Cap Growth Opportunities Fund, Nuveen Mid Cap Growth Opportunities Fund, Nuveen Mid Cap Select Fund, Nuveen Mid Cap Value Fund, Nuveen Small Cap Growth Opportunities Fund, Nuveen Small Cap Select Fund, Nuveen Small Cap Value Fund and Nuveen Tactical Market Opportunities Fund, have acquired during the fiscal year ended October 31, 2012 the securities of their regular brokers or dealers as defined in Rule 10b-1 under the 1940 Act or of the parents of the brokers or dealers. The following table sets forth those brokers or dealers and states the value of the Funds’ aggregate holdings of the securities of each issuer as of close of the fiscal year ended October 31, 2012:

 

Fund

 

Broker/Dealer

 

Issuer

  Aggregate Fund
Holdings of
Broker/Dealer
or Parent (as of
October 31, 2012)
 

Nuveen Dividend Value Fund

  Goldman Sachs & Co.   Goldman Sachs & Co.   $   
  Citigroup Global Markets Inc.   Citigroup Inc.     34,983,505   
  Bank of America Securities LLC   Bank of America Corporation     34,251,783   
  J.P. Morgan Chase   JPMorgan Chase & Co.     20,058,708   

Nuveen Equity Index Fund

  Bank of New York   Bank of New York Company, Inc.     1,687,174   
  Morgan Stanley & Company Inc.   Morgan Stanley     1,394,571   
  Goldman Sachs & Co.   Goldman Sachs Group, Inc.     3,446,380   
  Citigroup Global Markets Inc.   Citigroup Inc.     6,276,098   

Nuveen International
Fund

  UBS Financial Services Inc.   UBS     497,047   
  Credit Suisse   Credit Suisse Group     625,422   

Nuveen International Select Fund

 

UBS Financial Services Inc.
  UBS     1,542,390   
  Credit Suisse   Credit Suisse Group     1,428,700   

Nuveen Large Cap Select Fund

  Goldman Sachs & Co.   Goldman Sachs & Co.       
  Bank of America Securities LLC   Bank of America Corporation     1,084,783   
  Citigroup Global Markets Inc.   Citigroup Inc.     1,195,433   

Nuveen Mid Cap Index
Fund

 

Morgan Stanley & Company Inc.
  Morgan Stanley & Company Inc.       

Nuveen Quantitative Enhanced Core Equity Fund

  Goldman Sachs & Co.   Goldman Sachs Group, Inc.     252,735   
  Morgan Stanley & Company Inc.   Morgan Stanley     33,891   
  Bank of New York   Bank of New York       
  J.P. Morgan Chase   JPMorgan Chase & Co.     1,113,314   

Nuveen Small Cap Index Fund

 

Citigroup Global Markets Inc.
  Citigroup Global Markets Inc.       

 

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

Portfolio Trading and Turnover

The Funds will make changes in their investment portfolios from time to time in order to seek to take advantage of opportunities in the market and to limit exposure to market risk. The Funds may also engage to a limited extent in short-term trading consistent with their investment objectives. Changes in a Fund’s investments are known as “portfolio turnover.”

DISCLOSURE OF PORTFOLIO HOLDINGS

The Nuveen Mutual Funds have adopted a portfolio holdings disclosure policy which governs the dissemination of the Funds’ portfolio holdings. In accordance with this policy, the Funds may provide portfolio holdings information to third parties no earlier than the time a report is filed with the SEC that is required to contain such information or one day after the information is posted on the Funds’ publicly accessible website, www.nuveen.com. A complete list of portfolio holdings information is generally made available on the Funds’ website ten business days after the end of the month. Additionally, the Funds publish on the website a list of their top ten holdings as of the end of each month, approximately two to five business days after the end of the month for which the information is current. This information will remain available on the website at least until the Funds file with the SEC their Forms N-CSR or Forms N-Q for the period that includes the date as of which the website information is current.

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

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

 

S-66


Compliance officers of the Funds and the Adviser and Sub-Advisers periodically monitor overall compliance with the policy to ascertain whether portfolio holdings information is disclosed in a manner that is consistent with the Funds’ policy. Reports are made to the Funds’ Board of Directors on an annual basis.

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

The following parties currently receive non-public portfolio holdings information regarding one or more of the Nuveen Mutual Funds on an ongoing basis pursuant to the various arrangements described above:

ADP Investor Communications Services

Altrinsic Global Advisors, LLC

Barclays Capital, Inc.

Barra

Bloomberg

BNP Paribas Prime Brokerage, Inc.

BNP Paribas Securities Corp.

Broadridge Systems

Cantor Fitzgerald & Co.

Chapman and Cutler LLP

Commerz Markets LLC

Credit Agricole Securities (USA) Inc.

Credit Suisse Securities (USA), LLC

Deutsche Bank Securities, Inc.

Dresdner Kleinwort Securities, LLC

Ernst & Young LLP

FactSet Research Systems

Financial Graphic Services

First Clearing, LLC

Forbes

Glass, Lewis & Co.

Goldman Sachs & Co.

Hansberger Global Investors, LLC

HSBC Securities (USA), Inc.

ING Financial Markets, LLC

The Investment Company Institute

ISS

Jefferies & Company, Inc.

J.P. Morgan Clearing Corp.

J.P. Morgan Securities, Inc.

Lazard Asset Management, Inc.

Lipper Inc.

Merrill Lynch, Pierce, Fenner & Smith

Moody’s

Morgan Stanley & Co., Inc.

Morningstar, Inc.

MS Securities Services, Inc.

Newedge USA, LLC

Nuveen Asset Management, LLC

Nuveen Fund Advisors, LLC

Pershing, LLC

PricewaterhouseCoopers LLP

Raymond James & Associates, Inc.

RBC Capital Markets Corporation

RBS Securities, Inc.

 

S-67


R.R. Donnelley & Sons Company

R.R. Donnelley Financial

Scotia Capital (USA), Inc.

SG Ameritas Securities, LLC

Societe Generale, New York Branch

Standard & Poor’s

State Street Bank & Trust Co.

Strategic Insight

TD Ameritrade Clearing, Inc.

ThomsonReuters LLC

UBS Securities, LLC

U.S. Bancorp Fund Services, LLC

U.S. Bank N.A.

Value Line

Vestek Systems, Inc.

Vickers

Wells Fargo Securities, LLC

Wilshire Associates Incorporated

NET ASSET VALUE

Each Fund’s net asset value is determined as set forth in the Prospectus under “General Information—Net Asset Value.”

CAPITAL STOCK

Each share of each Fund’s $0.0001 par value common stock is fully paid, nonassessable, and transferable. Shares may be issued as either full or fractional shares. Fractional shares have pro rata the same rights and privileges as full shares. Shares of the Funds have no preemptive or conversion rights.

Each share of a Fund has one vote. On some issues, such as the election of directors, all shares of all NIF funds vote together as one series. The shares do not have cumulative voting rights. On issues affecting only a particular Fund, the shares of that Fund will vote as a separate series. Examples of such issues would be proposals to alter a fundamental investment restriction pertaining to a Fund or to approve, disapprove or alter a distribution plan. The Bylaws of NIF provide that annual shareholders meetings are not required and that meetings of shareholders need only be held with such frequency as required under Maryland law and the 1940 Act.

The following table sets forth the percentage ownership of each person, who, as of February 4, 2013, owned of record, or is known by NIF to have owned of record or beneficially, 5% or more of any class of a Fund’s shares.

 

Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Dividend Value Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

21.40%

  

  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     8.51%   

 

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Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Dividend Value Fund
Class B Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

39.76%

  

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     6.93%   

Nuveen Dividend Value Fund
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 07310-2010

  

 

16.41%

  

  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     14.15%   
  

Merrill Lynch Pierce Fenner & Smith

Attn Physical Team

4800 Deer Lake Dr E

Jacksonville FL 32246-6484

     10.42%   
  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Parkway

St Petersburg FL 33716-1102

     9.76%   
  

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

     8.88%   
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     6.42%   
  

American Enterprise Investment Serv

707 2nd Ave S

Minneapolis MN 55402-2405

     5.21%   

Nuveen Dividend Value Fund
Class R3 Shares

  

Wells Fargo Bank FBO

Various Retirement Plans

1525 West Wt Harris Blvd

Charlotte NC 28288-1076

  

 

35.44%

  

 

S-69


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

ING Life Insurance & Annuity Co

1 Orange Way

Windsor CT 06095-4773

     9.13%   
  

Merrill Lynch Pierce Fenner

& Smith Safekeeping

Attn Physical Team

4800 Deer Lake Dr E

Jacksonville FL 32246-6484

     5.76%   
   PIMS/Prudential Retirement As Nominee for the TTEE/Cust Prudential SmartSolution IRA 280 Trumbull St. Hartford CT 06103-3509      5.01%   

Nuveen Dividend Value Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

40.60%

  

  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     11.98%   
  

Washington & Co

PO Box 1787

Milwaukee WI 53201-1787

     11.65%   
  

Charles Schwab & Co Inc

Special Custody Account

For Benefit of Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     11.14%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     5.27%   

Nuveen Equity Index Fund
Class A Shares

  

Charles Schwab & Co Inc

Its Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

25.59%

  

  

Hartford Life Insurance Company

Separate Account

Attn UIT Operations

PO Box 2999

Hartford CT 06104-2999

     12.93%   

 

S-70


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     7.56%   

Nuveen Equity Index Fund
Class B Shares

  

Charles Schwab & Co Inc Special Custody Acct FBO Customers Attn Mutual Funds 101 Montgomery St San Francisco CA 94104-4151

  

 

34.35%

  

  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     7.59%   

Nuveen Equity Index Fund
Class C Shares

  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

  

 

13.79%

  

  

Merrill Lynch Pierce Fenner & Smith

Attn Physical Team

4800 Deer Lake Dr E

Jacksonville FL 32246-6484

     11.52%   
  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     8.46%   
  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     8.29%   
  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     6.99%   
  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Parkway

St Petersburg FL 33716-1102

     5.33%   

 

S-71


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     5.21%   

Nuveen Equity Index Fund
Class R3 Shares

  

Hartford Life Insurance Company

Separate Account

Attn UIT Operations

PO Box 2999

Hartford CT 06104-2999

  

 

47.60%

  

Nuveen Equity Index Fund
Class I Shares

  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

  

 

37.02%

  

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     23.56%   
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     10.43%   
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     7.98%   
  

Great-West Trust Co TTEE

Employee Benefits Clients

8515 East Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     5.30%   

Nuveen International Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

25.83%

  

  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     9.33%   
  

UBS WM USA Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     7.62%   

 

S-72


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     6.97%   

Nuveen International Fund
Class C Shares

  

UBS WM USA Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

  

 

24.38%

  

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     11.76%   

Nuveen International Fund
Class R3 Shares

  

Counsel Trust DBA MATC FBO

Mercury Tool & Machine PS 401k

Plan

1251 Waterfront Place Suite 525

Pittsburgh PA 15222-4228

  

 

67.99%

  

  

Ronnie D Bubar FBO

Subaru of Grand Junction 401k

2496 Highway 6 and 50

Grand Jct CO 81505-1108

     19.91%   
  

MG Trust Company Cust. FBO

Ultraviolet Resources International

717 17th Street

Suite 1300

Denver CO 80202-3304

     10.25%   

Nuveen International Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

60.12%

  

  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     20.01%   
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     10.70%   

Nuveen International Select Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

46.89%

  

 

S-73


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

American Enterprise Investment Serv

707 2nd Ave S

Minneapolis MN 55402-2405

     5.21%   

Nuveen International Select Fund
Class C Shares

  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

  

 

39.80%

  

  

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

     12.06%   
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     8.21%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     7.47%   
  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     6.92%   
  

American Enterprise Investment Serv

707 2nd Ave S

Minneapolis MN 55402-2405

     5.02%   

Nuveen International Select Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

46.26%

  

  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     26.96%   
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     23.41%   

 

S-74


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Large Cap Growth Opportunities Fund
Class A Shares

  

Charles Schwab & Co Inc

For the Exclusive Benefit of

Its Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

26.21%

  

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     12.50%   
  

UBS WM USA Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     8.59%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     7.21%   
  

Great-West Trust Co LLC FBO Putnam

FBO Recordkeeping for Various Benef

8515 E Orchard Rd 2T2

Greenwood Village CO 80111-5002

     6.21%   

Nuveen Large Cap Growth Opportunities Fund
Class B Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

19.49%

  

  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     14.24%   

Nuveen Large Cap Growth Opportunities Fund
Class C Shares

  

Merrill Lynch Pierce Fenner & Smith

Attn Physical Team

4800 Deer Lake Dr E

Jacksonville FL 32246-6484

  

 

34.26%

  

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     15.30%   

 

S-75


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

     7.31%   
  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     7.07%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     5.82%   
  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     5.46%   

Nuveen Large Cap Growth Opportunities Fund
Class R3 Shares

  

TD Ameritrade Trust Co

PO Box 17748

Denver CO 80217-0748

  

 

21.46%

  

  

Counsel Trust DBA MATC FBO

Empower Ret Plan Savings

1251 Waterfront Place Suite 525

Pittsburgh PA 15222-4228

     10.38%   
  

Taynik & Co

C/O Investors Bank & Trust

Attn Mutual Fund Processing

200 Clarendon St FPG 90

Boston MA 02116-5097

     9.10%   
  

PIMS/Prudential Retirement

as Nominee for the TTEE/Cust Pl

Fortney & Weygandt Inc 401 k

31269 Bradley Rd

North Olmsted OH 44070-3875

     7.38%   
  

Great-West Trust Co LLC FBO Putnam

FBO Recordkeeping for Various Benef

8515 E Orchard Rd 2T2

Greenwood Village CO 80111-5002

     6.18%   

Nuveen Large Cap Growth Opportunities Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

41.50%

  

 

S-76


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     16.16%   
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     13.58%   

Nuveen Large Cap Select Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

44.35%

  

  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     10.03%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     8.59%   
  

UBS WM USA Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     5.85%   

Nuveen Large Cap Select Fund
Class C Shares

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

  

 

51.32%

  

  

Delbert B Hopkins & Sharon Hopkins

Jt Caring Trust

Delbert B Hopkins &

Sharon Hopkins Tr U/A 07/11/2006

11311 N Cowboy Trl

Prescott AZ 86305-5583

     17.45%   
  

State Street Bank & Trust Cust

David M Vandenberg SEP IRA

108 S H St

Lakeview OR 97630-1856

     7.47%   
  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Parkway

St Petersburg FL 33716-1102

     5.79%   

 

S-77


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Merrill Lynch Pierce Fenner

& Smith Safekeeping

Attn Physical Team

4800 Deer Lake Dr E

Jacksonville FL 32246-6484

     5.35%   

Nuveen Large Cap Select Fund
Class I Shares

  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

47.57%

  

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     40.91%   
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     7.44%   

Nuveen Mid Cap Growth Opportunities Fund
Class A Shares

  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

  

 

23.84%

  

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     12.03%   
  

State Street Bank 401k Plan

FBO ADP Access 401(k) Product

1 Lincoln St

Boston MA 02111-2901

     6.87%   

Nuveen Mid Cap Growth Opportunities Fund
Class B Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

23.48%

  

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     11.05%   

 

S-78


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     9.61%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     5.86%   

Nuveen Mid Cap Growth Opportunities Fund
Class C Shares

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

  

 

14.54%

  

  

Merrill Lynch Pierce Fenner & Smith

Attn Physical Team

4800 Deer Lake Dr E

Jacksonville FL 32246-6484

     14.02%   
  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     12.75%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     11.22%   
  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     5.52%   
  

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

     5.47%   

Nuveen Mid Cap Growth Opportunities Fund
Class R3 Shares

  

Hartford Life Insurance Company

Separate Account

Attn UIT Operations

PO Box 2999

Hartford CT 06104-2999

  

 

18.71%

  

  

State Street Bank 401k Plan

FBO ADP Access 401(k) Product

1 Lincoln St

Boston MA 02111-2901

     13.83%   

 

S-79


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     10.34%   
  

DCGT as TTEE and/or Cust

FBO Principal Financial Group Quali

Fied FIA Omnibus

Attn NPIO Trade Desk

711 High St

Des Moines IA 50392-0001

     7.10%   
  

DCGT as TTEE and/or Cust

FBO Principal Financial Group Quali

Fied Prin Advtg Omnibus

Attn NPIO Trade Desk

711 High St

Des Moines IA 50392-0001

     5.08%   

Nuveen Mid Cap Growth Opportunities Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

24.53%

  

  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     21.62%   
  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     16.13%   
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     8.95%   
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     8.10%   

Nuveen Mid Cap Index Fund
Class A Shares

  

Hartford Life Insurance Company

Separate Account

Attn UIT Operations

PO Box 2999

Hartford CT 06104-2999

  

 

37.67%

  

 

S-80


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Mid Cap Index Fund
Class C Shares

  

American Enterprise Investment Serv

707 2nd Ave S

Minneapolis MN 55402-2405

  

 

33.87%

  

  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     14.87%   
  

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

     9.58%   

Nuveen Mid Cap Index Fund
Class R3 Shares

  

Hartford Life Insurance Company

Separate Account

Attn UIT Operations

PO Box 2999

Hartford CT 06104-2999

  

 

52.58%

  

  

State Street Bank 401k Plan

FBO ADP Access 401(k) Product

1 Lincoln St

Boston MA 02111-2901

     9.64%   

Nuveen Mid Cap Index Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

32.94%

  

  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     11.27%   
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     9.95%   
  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     9.52%   

Nuveen Mid Cap Select Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

24.63%

  

 

S-81


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     7.94%   
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     5.37%   

Nuveen Mid Cap Select Fund
Class C Shares

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

  

 

11.78%

  

  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     11.24%   
  

State Street Bank & Trust Cust

Tom S Reed SEP IRA 19486 Elena Ln

Jamul CA 91935-6835

     9.24%   

Nuveen Mid Cap Select Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

38.12%

  

  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     37.52%   
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     11.76%   
  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     8.83%   

Nuveen Mid Cap Value Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

23.34%

  

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     10.33%   

 

S-82


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Charles Schwab & Co Inc

Special Custody Account

For Benefit of Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     9.21%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     5.95%   

Nuveen Mid Cap Value Fund
Class B Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

22.71%

  

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     10.85%   
  

State Street Bank & Trust Cust

Nuca Vladislav IRA 7021 43rd St

Stickney IL 60402-4302

     6.15%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     5.21%   
  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     5.06%   

Nuveen Mid Cap Value Fund
Class C Shares

  

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

  

 

25.38%

  

  

Pershing LLC 1 Pershing Plz

Jersey City NJ 07399-0001

     13.92%   
  

LPL Financial

9785 Towne Centre Dr

San Diego CA 92121-1968

     7.01%   

 

S-83


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Mid Cap Value Fund
Class R3 Shares

  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

  

 

17.23%

  

  

State Street Bank 401k Plan

FBO ADP Access 401(k) Product

1 Lincoln St

Boston MA 02111-2901

     5.90%   

Nuveen Mid Cap Value Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

38.08%

  

  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     25.41%   
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     17.09%   
  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     6.57%   

Nuveen Quantitative Enhanced Core Equity Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Account

For Benefit of Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

82.85%

  

  

American Enterprise Investment Serv

707 2nd Ave S

Minneapolis MN 55402-2405

     6.18%   

Nuveen Quantitative Enhanced Core Equity Fund
Class C Shares

  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Parkway

St Petersburg FL 33716-1102

  

 

100.00%

  

 

S-84


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Quantitative Enhanced Core Equity Fund
Class I Shares

  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

52.73%

  

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     45.41%   

Nuveen Small Cap Growth Opportunities Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

25.83%

  

  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     9.01%   

Nuveen Small Cap Growth Opportunities Fund
Class B Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

41.75%

  

  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     31.46%   

Nuveen Small Cap Growth Opportunities Fund
Class C Shares

  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

  

 

21.05%

  

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     12.09%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     10.42%   

 

S-85


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Parkway

St Petersburg FL 33716-1102

     7.53%   
  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     5.66%   
  

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

     5.65%   

Nuveen Small Cap Growth Opportunities Fund
Class R3 Shares

  

TD Ameritrade Trust Company

PO Box 17748

Denver CO 80217-0748

  

 

36.85%

  

  

Frontier Trust Co FBO

Ability Services Network Inc 401

PO Box 10758

Fargo ND 58106-0758

     12.02%   
  

Don P Hargroder FBO

Abbeville/Lafayette Courtesy 401k

4750 Johnston St

PO Box 61130

Lafayette LA 70596-1130

     8.19%   

Nuveen Small Cap Growth Opportunities Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

57.08%

  

  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     18.00%   
  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     7.22%   
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     6.07%   

 

S-86


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Small Cap Index Fund
Class A Shares

  

Hartford Life Insurance Company

Separate Account

Attn UIT Operations

PO Box 2999

Hartford CT 06104-2999

  

 

37.89%

  

  

Charles Schwab & Co Inc

Special Custody Account

For Benefit of Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     5.02%   

Nuveen Small Cap Index Fund
Class C Shares

  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Way

St Petersburg FL 33716-1102

  

 

25.89%

  

  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     16.63%   
  

Merrill Lynch Pierce Fenner & Smith

Attn Physical Team

4800 Deer Lake Dr E

Jacksonville FL 32246-6484

     10.47%   
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     8.95%   
  

State Street Bank & Trust Cust

Catherine M Henderson IRA

4504 Village Crest Dr

Flower Mound TX 75022-1029

     7.73%   
  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     5.12%   

Nuveen Small Cap Index Fund
Class R3 Shares

  

Hartford Life Insurance Company

Separate Account

Attn UIT Operations

PO Box 2999

Hartford CT 06104-2999

  

 

38.33%

  

 

S-87


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Massachusetts Mutual

Life Insurance Co

1295 State St MIP C255

Springfield MA 01111-0001

     19.96%   
  

AUL American Unit Trust

Attn Separate Accts

PO Box 368

Indianapolis IN 46206-0368

     8.22%   

Nuveen Small Cap Index Fund
Class I Shares

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

45.57%

  

  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

     25.63%   
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     8.87%   

Nuveen Small Cap Select Fund
Class A Shares

  

Great West Life & Annuity

GWLA-FFII-First Amer Sm Cap Sel A

8515 East Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

  

 

15.56%

  

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     10.63%   
  

Charles Schwab & Co Inc

Special Custody Account

For Benefit of Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     10.00%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     9.36%   

 

S-88


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Small Cap Select Fund
Class B Shares

  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

  

 

20.98%

  

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     18.86%   
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     9.25%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     9.02%   

Nuveen Small Cap Select Fund
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 07310-2010

  

 

32.65%

  

  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     15.35%   
  

RBC Capital Markets LLC

Mutual Fund Omnibus Processing

Omnibus

Attn Mutual Fund Ops Manager

510 Marquette Ave S

Minneapolis MN 55402-1110

     8.85%   
  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     7.33%   
  

First Clearing, LLC

Special Custody Acct for the

Exclusive Benefit of Customer

2801 Market St

Saint Louis MO 63103-2523

     5.26%   

 

S-89


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 

Nuveen Small Cap Select Fund
Class R3 Shares

  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

  

 

15.10%

  

  

Hartford Life Insurance Company

Separate Account

Attn UIT Operations

PO Box 2999

Hartford CT 06104-2999

     12.18%   
  

Taynik & Co

C/O Investors Bank & Trust

Attn Mutual Fund Processing

200 Clarendon St FPG 90

Boston MA 02116-5097

     11.23%   
  

DCGT as TTEE and/or Cust

FBO Principal Financial Group Quali

fied Fia Omnibus

Attn NPIO Trade Desk

711 High St

Des Moines IA 50392-0001

     6.35%   
  

State Street Bank 401k Plan

FBO ADP Access 401(k) Product

1 Lincoln St

Boston MA 02111-2901

     5.94%   
  

Massachusetts Mutual

Life Insurance Co

1295 State St MIP C255

Springfield MA 01111-0001

     5.18%   

Nuveen Small Cap Select Fund
Class I Shares

  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

  

 

20.19%

  

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     14.50%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     9.67%   
  

DWS Trust Co TTEE ADP Enterprise Product

PO Box 1757

Salem NH 03079-1143

     8.65%   

 

S-90


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Standard Insurance Company

1100 SW 6th Ave Ste P11A

Portland OR 97204-1015

     8.47%   
  

Washington & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     6.82%   
  

Taynik & Co

C/O Investors Bank & Trust

Attn Mutual Fund Processing

200 Clarendon St FPG 90

Boston MA 02116-5097

     6.10%   
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     5.52%   

Nuveen Small Cap Value Fund
Class A Shares

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

  

 

38.22%

  

  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     5.35%   

Nuveen Small Cap Value Fund
Class C Shares

  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Way

St Petersburg FL 33716-1102

  

 

16.08%

  

  

Charles Schwab & Co Inc

Special Custody Acct FBO Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     12.06%   
  

Merrill Lynch Pierce Fenner & Smith

Attn Physical Team

4800 Deer Lake Dr E

Jacksonville FL 32246-6484

     9.78%   
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     9.07%   

 

S-91


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     5.38%   

Nuveen Small Cap Value Fund
Class R3 Shares

  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

  

 

24.00%

  

  

AUL Group Retirement Account

Attn Separate Accts

PO Box 368

Indianapolis IN 46206-0368

     13.46%   
  

PIMS/Prudential Retirement

As Nominee for the TTEE/Cust Pl

Prudential SmartSolution IRA 280 Trumbull St.

Hartford CT 06103-3509

     7.46%   
  

Frontier Trust Co FBO

Various Retirement Plans

PO Box 10758

Fargo ND 58106-0758

     6.75%   
  

AUL American Unit Trust

Attn Separtae Accts

PO Box 368

Indianapolis IN 46206-0368

     6.68%   
  

PIMS/Prudential Retirement

As Nominee for the TTEE/Cust Pl

Prudential SmartSolution IRA 280 Trumbull St.

Hartford CT 06103-3509

     6.31%   
  

DCGT as TTEE and/or Cust

FBO Principal Financial Group Quali

fied FIA Omnibus

Attn NPIO Trade Desk

711 High St

Des Moines IA 50392-0001

     5.11%   

Nuveen Small Cap Value Fund
Class I Shares

  

Great-West Trust Co LLC Trustee/C

FBO Retirement Plans

8515 E Orchard Rd 2T2

Greenwood Vlg CO 80111-5002

  

 

42.05%

  

  

Band & Co

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     25.14%   

 

S-92


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

     13.43%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     7.93%   
  

Washington & Co

PO Box 1787

Milwaukee WI 53201-1787

     5.65%   

Nuveen Tactical Market Opportunities Fund
Class A Shares

  

American Enterprise Investment Serv

707 2 nd Ave S

Minneapolis MN 55402-2405

  

 

24.01%

  

  

UBS WM USA

Omni Account M/F

Attn Department Manager

1000 Harbor Blvd Fl 5

Weehawken NJ 07086-6761

     16.74%   
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     12.40%   
  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Way

St Petersburg FL 33716-1102

     11.18%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     10.59%   
  

LPL Financial

FBO Customer Accounts

Attn Mutual Fund Operations

PO Box 509046

San Diego CA 92150-9046

     9.69%   

Nuveen Tactical Market Opportunities Fund
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 07310-2010

  

 

20.25%

  

 

S-93


Name of Fund and Class

  

Name and Address of Owner

   Percentage
of
Ownership
 
  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Way

St Petersburg FL 33716-1102

     12.92%   
  

American Enterprise Investment Serv

707 2nd Ave S

Minneapolis MN 55402-2405

     10.25%   
  

Morgan Stanley Smith Barney

Harborside Financial Center

Plaza 2 3rd Floor

Jersey City NJ 07311

     8.08%   
  

Pershing LLC

1 Pershing Plz

Jersey City NJ 07399-0001

     5.80%   

Nuveen Tactical Market Opportunities Fund
Class I Shares

  

Capinco

C/O US Bank

PO Box 1787

Milwaukee WI 53201-1787

  

 

33.65%

  

  

Charles Schwab & Co Inc

Special Custody Account

For Benefit of Customers

Attn Mutual Funds

101 Montgomery St

San Francisco CA 94104-4151

     21.85%   
  

National Financial Services LLC

For the Exclusive Benefit of our

Customers

Attn Mutual Fund Dept 4th Floor

499 Washington Blvd

Jersey City NJ 07310-2010

     12.70%   
  

LPL Financial

FBO Customer Accounts

Attn Mutual Fund Operations

PO Box 509046

San Diego CA 92150-9046

     11.32%   
  

Raymond James

Omnibus for Mutual Funds

House Acct

Attn: Courtney Waller

880 Carillon Way

St Petersburg FL 33716-1102

     6.06%   

 

S-94


TAX MATTERS

Federal Income Tax Matters

This section summarizes some of the main U.S. federal income tax consequences of owning shares of a Fund. This section is current as of the date of this SAI. Tax laws and interpretations change frequently, and this summary does not describe all of the tax consequences to all taxpayers. For example, this summary generally does not describe your situation if you are a corporation, a non-U.S. person, a broker-dealer or other investor with special circumstances, or if you are investing through a tax-deferred account, such as an IRA or 401(k) plan. In addition, this section does not describe your state, local or non-U.S. tax consequences. This federal income tax summary is based in part on the advice of counsel to the Funds. The Internal Revenue Service could disagree with any conclusions set forth in this section. In addition, Funds’ counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be deposited in the Funds. Consequently, this summary may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law. As with any investment, you should seek advice based on your individual circumstances from your own tax professional.

Fund Status

Each Fund intends to qualify as a “regulated investment company” under the federal tax laws. If a Fund qualifies as a regulated investment company and distributes its income as required by the tax law, the Fund generally will not pay federal income taxes. If a Fund fails for any taxable year to qualify as a regulated investment company for federal income tax purposes, the Fund itself will generally be subject to federal income taxation (which will reduce the amount of Fund income available for distribution) and your tax consequences will be different from those described in this section (for example, all distributions to you will generally be taxed as ordinary income, even if those distributions are derived from capital gains realized by a Fund).

Qualification as a Regulated Investment Company

As a regulated investment company, a Fund generally will not be subject to federal income tax on the portion of its investment company taxable income (as that term is defined in the Code, but without regard to the deduction for dividends paid) and net capital gain ( i.e. , the excess of net long-term capital gain over net short-term capital loss), that it distributes to shareholders, provided that it distributes at least 90% of its investment company taxable income and 90% of its net tax-exempt interest income for the year (the “ Distribution Requirement ”) and satisfies certain other requirements of the Code that are described below. Each Fund also intends to make such distributions as are necessary to avoid the otherwise applicable 4% non-deductible excise tax on certain undistributed earnings.

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

 

S-95


“qualified publicly traded partnerships” (as such term is defined in the Code). There are certain exceptions for failure to qualify if the failure is for reasonable cause or is de minimis , and certain corrective action is taken and certain tax payments are made by the Fund.

Distributions

Fund distributions are generally taxable. After the end of each year, you will receive a tax statement that separates your Fund’s distributions into two categories, ordinary income distributions and capital gains dividends. Ordinary income distributions are generally taxed at your ordinary tax rate, however, as further discussed below, certain ordinary income distributions received from the Fund may be taxed at the capital gains tax rates. Generally, you will treat all capital gains dividends as long-term capital gains regardless of how long you have owned your shares. To determine your actual tax liability for your capital gains dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, a Fund may make distributions that represent a return of capital for tax purposes and thus will generally not be taxable to you. The tax status of your distributions from your Fund is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from your Fund that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year. Under the “Health Care and Education Reconciliation Act of 2010,” income from the Fund may also be subject to a new 3.8 percent “medicare tax” imposed for taxable years beginning after 2012. This tax will generally apply to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals.

Dividends Received Deduction

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

If You Sell or Redeem Shares

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

Taxation of Capital Gains and Losses

If you are an individual, the maximum marginal federal tax rate for net capital gain is generally 20% for taxpayers in the 39.6% tax bracket, 15% for taxpayers in the 25%, 28%, 33% and 35% tax brackets and 0% for taxpayers in the 10% and 15% tax brackets.

Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. However, if you receive a capital gain dividend from your Fund and sell your share at a loss after holding it for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. The Code treats certain capital gains as ordinary income in special situations.

 

S-96


Taxation of Certain Ordinary Income Dividends

Ordinary income dividends received by an individual shareholder from a regulated investment company such as the Fund are generally taxed at the same rates that apply to net capital gain (as discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by the Fund itself. The Fund will provide notice to its shareholders of the amount of any distribution which may be taken into account as a dividend which is eligible for the capital gains tax rates.

In-Kind Distributions

Under certain circumstances, as described in the Prospectus, you may receive an in-kind distribution of Fund securities when you redeem shares or when your Fund terminates. This distribution will be treated as a sale for federal income tax purposes and you will generally recognize gain or loss, generally based on the value at that time of the securities and the amount of cash received. The Internal Revenue Service could, however, assert that a loss may not be currently deducted.

Exchanges

If you exchange shares of a Fund for shares of another Nuveen Mutual Fund, the exchange would generally be considered a sale for federal income tax purposes.

Deductibility of Fund Expenses

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

Non-U.S. Tax Credit

If your Fund invests in any non-U.S. securities, the tax statement that you receive may include an item showing non-U.S. taxes your Fund paid to other countries. In this case, dividends taxed to you will include your share of the taxes your Fund paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes.

Investments in Certain Non-U.S. Corporations

If your Fund holds an equity interest in any “passive foreign investment companies” (“ PFICs ”), which are generally certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, your Fund could be subject to U.S. federal income tax and additional interest charges on gains and certain distributions with respect to those equity interests, even if all the income or gain is timely distributed to its shareholders. Your Fund will not be able to pass through to its shareholders any credit or deduction for such taxes. Your Fund may be able to make an election that could ameliorate these adverse tax consequences. In this case, your Fund would recognize as ordinary income any increase in the value of such PFIC shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under this election, your Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs will not be treated as qualified dividend income.

 

S-97


Non-U.S. Investors

If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties, distributions from a Fund will be characterized as dividends for federal income tax purposes (other than dividends which a Fund properly reports as capital gain dividends) and will be subject to U.S. income taxes, including withholding taxes, subject to certain exceptions described below. However, distributions received by a non-U.S. investor from a Fund that are properly reported by a Fund as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that a Fund makes certain elections and certain other conditions are met. In the case of dividends with respect to taxable years of the Fund beginning prior to 2014, distributions from the Fund that are properly reported by the Fund as an interest-related dividend attributable to certain interest income received by the Fund or as a short-term capital gain dividend attributable to certain net short-term capital gain income received by the Fund may not be subject to U.S. federal income taxes, including withholding taxes when received by certain foreign investors, provided that the Fund makes certain elections and certain other conditions are met. In addition, distributions in respect of interests in the Fund after December 31, 2013 may be subject to a U.S. withholding tax of 30% in the case of distributions to (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and are not resident in a jurisdiction that has entered into such an agreement with the U.S. Treasury and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entity’s U.S. owners. Dispositions of interests in the Fund by such persons may be subject to such withholding after December 31, 2016.

Capital Loss Carry-Forward

When a Fund has a capital loss carry-forward, it does not make capital gains distributions until the loss has been offset or expired. As of October 31, 2012, the following Funds had capital loss carry-forwards available for federal income tax purposes, expiring in the year indicated.

 

Fund

 

Expiration Year

 

Capital Loss Carry-Forwards

(000’s omitted)

Nuveen Dividend Value Fund

  2016   $32,868,293
   

Nuveen Large Cap Select Fund

  2016   16,448,599
  2017   54,315,490
   

Nuveen Mid Cap Select Fund

  2016   4,674,453
  2017   15,708,192
     

Nuveen Mid Cap Value Fund

  2017   55,371,090
   

Nuveen Small Cap Value Fund

  2017   31,952,601

When a Fund lends portfolio securities to a borrower as described above in “Investment Policies and Techniques—Lending of Portfolio Securities,” payments in lieu of dividends made by the borrower to the Fund will not constitute “qualified dividends” taxable at the same rate as long-term capital gains, even if the actual dividends would have constituted qualified dividends had the Fund held the securities. Such payments in lieu of dividends are taxable as ordinary income.

The foregoing relates only to federal income taxation and is a general summary of the federal tax law in effect as of the date of this SAI.

 

S-98


PURCHASE AND REDEMPTION OF FUND SHARES

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

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

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

The expenses to be borne by specific classes of shares may include (i) transfer agency fees attributable to a specific class of shares, (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class of shares, (iii) SEC and state securities registration fees incurred by a specific class of shares, (iv) the expense of administrative personnel and services required to support the shareholders of a specific class of shares, (v) litigation or other legal expenses relating to a specific class of shares, (vi) directors’ fees or expenses incurred as a result of issues relating to a specific class of shares, (vii) accounting expenses relating to a specific class of shares and (viii)  any additional incremental expenses subsequently identified and determined to be properly allocated to one or more classes of shares.

Class A Shares

Class A shares may be purchased at a public offering price equal to the applicable net asset value per share plus an up-front sales charge imposed at the time of purchase as set forth in the Prospectus. Shareholders may qualify for a reduced sales charge, or the sales charge may be waived in its entirety, as described below. Class A shares are also subject to an annual service fee of 0.25%. See “Distribution and Service Plan.” Set forth below is an example of the method of computing the offering price of the Class A shares of each of the Funds except for Nuveen Equity Index Fund, Nuveen Mid Cap Index Fund, Nuveen Quantitative Enhanced Core Equity Fund and Nuveen Small Cap Index Fund because these Funds do not have an up-front sales charge on Class A shares. The example assumes a purchase on October 31, 2012 of Class A shares of a Fund aggregating less than $50,000 subject to the schedule of sales charges set forth in the Prospectus at a price based upon the net asset value of the Class A shares.

 

    Nuveen Dividend
Value Fund
    Nuveen
International
Fund
    Nuveen
International
Select Fund
    Nuveen Large Cap
Growth Opportunities
Fund
 
Net Asset Value per
share
  $ 14.60      $ 9.54      $ 8.96      $ 34.09   
Per Share Sales Charge—5.75% of public offering price (6.10%, 6.08%, 6.14% and 6.10%, respectively, of net asset value per share)     0.89        0.58        0.55        2.08   
 

 

 

   

 

 

   

 

 

   

 

 

 
Per Share Offering Price to the Public   $ 15.49      $ 10.12      $ 9.51      $ 36.17   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

S-99


    Nuveen Large Cap
Select Fund
    Nuveen Mid Cap
Growth Opportunities
Fund
    Nuveen Mid Cap
Select Fund
    Nuveen Mid Cap
Value Fund
 
Net Asset Value per share   $ 13.42      $ 42.38      $ 10.30      $ 23.22   
Per Share Sales Charge—5.75% of public offering price (6.11%, 6.11%, 6.12% and 6.12%, respectively, of net asset value per share)     0.82        2.59        0.63        1.42   
 

 

 

   

 

 

   

 

 

   

 

 

 
Per Share Offering Price to the Public   $ 14.24      $ 44.97      $ 10.93      $ 24.64   
 

 

 

   

 

 

   

 

 

   

 

 

 
    Nuveen Small Cap
Growth Opportunities
Fund
    Nuveen Small Cap
Select Fund
    Nuveen Small Cap
Value Fund
    Nuveen Tactical
Market Opportunities
Fund
 
Net Asset Value per share   $ 21.25      $ 13.54      $ 12.63      $ 11.29   
Per Share Sales Charge—5.75% of public offering price (6.12%, 6.13%, 6.10% and 6.11%, respectively, of net asset value per share)     1.30        0.83        0.77        0.69   
 

 

 

   

 

 

   

 

 

   

 

 

 
Per Share Offering Price to the Public   $ 22.55      $ 14.37      $ 13.40      $ 11.98   
 

 

 

   

 

 

   

 

 

   

 

 

 

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

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

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

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

 

S-100


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

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

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

Elimination of Sales Charge on Class A Shares. Class A shares of a Fund may be purchased at net asset value without a sales charge by the following categories of investors:

 

   

investors purchasing $1,000,000 or more;

 

   

current and former trustees/directors of the Nuveen Funds;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

investors purchasing through a financial intermediary that has entered into an agreement with the Distributor to offer the Funds’ shares to self-directed investment brokerage accounts and that may or may not charge a transaction fee to its customers.

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

 

S-101


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

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

Class B Shares

The applicable Funds will only issue Class B shares (i) upon the exchange of Class B shares from another Nuveen Mutual Fund and (ii) for purposes of dividend reinvestment. Class B shares are not available for new accounts or for additional investment into existing accounts.

You may be subject to a contingent deferred sales charge (“ CDSC ”) if you redeem your Class B shares prior to the end of the sixth year after purchase. See “Reduction or Elimination of Contingent Deferred Sales Charge” below.

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

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

Class C Shares

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

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

 

S-102


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

Reduction or Elimination of Contingent Deferred Sales Charge

Class A shares are normally redeemed at net asset value, without any CDSC. However, in the case of Class A shares purchased at net asset value without a sales charge because the purchase amount exceeded $1 million, a CDSC is imposed on any redemption within 12 months of purchase. In the case of Class B shares redeemed within six years of purchase, a CDSC is imposed, beginning at 5% for redemptions within the first two years, and declining by 1% each year thereafter until disappearing after the sixth year. Class C shares are redeemed at net asset value, without any CDSC, except that a CDSC of 1% is imposed upon any redemption within 12 months of purchase (except in cases where a shareholder is eligible for a waiver).

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

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

In addition, the CDSC will be waived in connection with the following redemptions of shares held by an employer-sponsored qualified defined contribution retirement plan: (i) partial or complete redemptions in connection with a distribution without penalty under Section 72(t) of the Code from a retirement plan: (a) upon attaining age 59  1 / 2 , (b) as part of a series of substantially equal periodic payments, or (c) upon separation from service and attaining age 55; (ii) partial or complete redemptions in connection with a qualifying loan or hardship withdrawal; (iii) complete redemptions in

 

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connection with termination of employment, plan termination or transfer to another employer’s plan or IRA; and (iv) redemptions resulting from the return of an excess contribution. The CDSC will also be waived in connection with the following redemptions of shares held in an IRA account: (i) for redemptions made pursuant to an IRA systematic withdrawal based on the shareholder’s life expectancy including, but not limited to, substantially equal periodic payments described in Code Section 72(t)(A)(iv) prior to age 59  1 / 2 ; and (ii) for redemptions to satisfy required minimum distributions after age 70  1 / 2 from an IRA account (with the maximum amount subject to this waiver being based only upon the shareholder’s Nuveen IRA accounts).

Class R3 Shares

Class R3 shares are available for purchase at the offering price, which is the net asset value per share without any up-front sales charge, from the applicable Funds. Class R3 shares are subject to annual distribution and service fees of 0.50% of the Funds’ average daily net assets. The annual 0.25% service fee compensates your financial advisor or other financial intermediary for providing ongoing service to you. The annual 0.25% distribution fee compensates the Distributor for paying your financial advisor or other financial intermediary an ongoing sales commission.

Class R3 shares are only available for purchase by eligible retirement plans. Eligible retirement plans include, but are not limited to, 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, non-qualified deferred compensation plans and health care benefit funding plans. In addition, Class R3 shares are available only to retirement plans where Class R3 shares are held on the books of the Funds through omnibus accounts (either at the retirement plan level or at the level of the retirement plan’s financial intermediary). Class R3 shares are not available to traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs or individual 403(b) plans.

The administrator of a retirement plan or employee benefits office can provide plan participants with detailed information on how to participate in the retirement plan and how to elect a Fund as an investment option. Retirement plan participants may be permitted to elect different investment options, alter the amounts contributed to the retirement plan, or change how contributions are allocated among investment options in accordance with the retirement plan’s specific provisions. The retirement plan administrator or employee benefits office should be consulted for details. For questions about their accounts, participants should contact their employee benefits office, the retirement plan administrator, or the organization that provides recordkeeping services for the retirement plan.

Eligible retirement plans may open an account and purchase Class R3 shares directly from the Funds or by contacting any financial intermediary authorized to sell Class R3 shares of the Funds. Financial intermediaries may provide or arrange for the provision of some or all of the shareholder servicing and account maintenance services required by retirement plan accounts and their retirement plan participants, including, without limitation, transfers of registration and dividend payee changes.

Financial intermediaries may also perform other functions, including generating confirmation statements, and may arrange with retirement plan administrators for other investment or administrative services. Financial intermediaries may independently establish and charge retirement plans and retirement plan participants transaction fees and/or other additional amounts for such services, which may change over time. Similarly, retirement plans may charge retirement plan participants for certain expenses. These fees and additional amounts could reduce investment returns in Class R3 shares of the Funds.

Financial intermediaries and retirement plans may have omnibus accounts and similar arrangements with a Fund and may be paid for providing shareholder servicing and other services. A financial intermediary or retirement plan may be paid for its services directly or indirectly by the Funds or the Distributor. The Distributor may pay a financial intermediary an additional amount for sub-transfer agency or other administrative services. Such sub-transfer agency or other administrative services may include, but are not limited to, the following: processing and mailing trade confirmations, monthly statements, prospectuses, annual reports, semiannual reports and shareholder notices and other required communications; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date

 

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shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals, automated investment plans and shareholder account registrations. Your retirement plan may establish various minimum investment requirements for Class R3 shares of the Funds and may also establish certain privileges with respect to purchases, redemptions and exchanges of Class R3 shares or the reinvestment of dividends. Retirement plan participants should contact their retirement plan administrator with respect to these issues. This SAI should be read in conjunction with the retirement plan’s and/or the financial intermediary’s materials regarding their fees and services.

Class R6 shares

Class R6 shares are available from the applicable Funds to the following classes of investors, provided they meet the minimum investment and other eligibility requirements set forth below:

 

   

Qualified retirement plans, including: 401(k) plans, employer sponsored 403(b) plans, profit sharing pension plans, money purchase pension plans, target benefit plans, defined benefit pension plans and Taft Hartley multi-employer pension plans (collectively, “Qualified Plans” );

 

   

Foundations and endowment funds;

 

   

Any state, county, or city, or its instrumentality, department, authority or agency;

 

   

457 plans, including 457(b) governmental entity plans and tax exempt plans;

 

   

Omnibus or other pooled accounts registered to insurance companies, trust companies, bank trust departments, registered investment advisor firms and family offices;

 

   

Investment companies, both affiliated and not affiliated with the Adviser;

 

   

Corporations, including corporate non-qualified deferred compensation plans of such corporations;

 

   

Collective investment trusts;

 

   

Discretionary accounts managed by the Advisor or its affiliates; and

 

   

529 savings plans held in plan-level omnibus accounts.

There is no minimum initial investment for qualified retirement plans; however, the shares must be held through plan-level or omnibus accounts held on the books of the Funds. All other eligible investors must meet a minimum initial investment of at least $5 million in each Fund in which they invest. Class R6 shares are only available through financial intermediaries that have entered into an agreement with the Distributor to offer Class R6 shares. Class R6 shares are only available in cases where neither the investor nor the intermediary will receive any commission payments, account servicing fees, record keeping fees, 12b-1 fees, sub-transfer agent fees, so called “finder’s fees,” administration fees or similar fees with respect to Class R6 shares. Class R6 shares are not available directly to traditional or Roth IRAs, Coverdell Savings Accounts, Keoghs, SEPs, SARSEPs, or SIMPLE IRAs. Class R6 shares also are not available through retail, advisory fee-based wrap platforms.

Class I Shares

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

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

 

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

 

   

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

 

   

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

 

   

advisory accounts of Nuveen Fund Advisors and its affiliates, including other Nuveen Mutual Funds whose investment policies permit investments in other investment companies;

 

   

any registered investment company that is not affiliated with the Nuveen Funds and which invests in securities of other investment companies;

 

   

any plan organized under section 529 under the Code (i.e., a 529 plan);

 

   

current and former trustees/directors of any Nuveen Fund, and their immediate family members (“ immediate family members ” are defined as spouses or domestic partners, parents, children, grandparents, grandchildren, parents-in-law, sons-in-law and daughters-in-law, siblings, a sibling’s spouse and a spouse’s siblings);

 

   

officers, directors and former directors of Nuveen Investments and its affiliates, and their immediate family members;

 

   

full-time and retired employees of Nuveen Investments and its affiliates, and their immediate family members; and

 

   

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

Any shares purchased by investors falling within any of the last four categories listed above must be acquired for investment purposes and on the condition that they will not be transferred or resold except through redemption by a Fund.

Holders of Class I shares may purchase additional Class I shares using dividends and capital gains distributions on their shares.

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

Shareholder Programs

Exchange Privilege

You may exchange Fund shares into an identically registered account for the same class of another Nuveen Mutual Fund available in your state. Your exchange must meet the minimum purchase requirements of the fund into which you are exchanging. You may also, under certain limited circumstances, exchange between certain classes of shares of the same Fund. An exchange between classes of shares of the same Fund may not be considered a taxable event; please consult your own tax advisor for further information.

If you hold your shares directly with a Fund, you may exchange your shares by either sending a written request to the applicable Fund, c/o Nuveen Investor Services, P.O. Box 8530, Boston, Massachusetts 02266-8530 or by calling Nuveen Investor Services toll free at (800) 257-8787.

If you exchange shares between different Nuveen Mutual Funds and your shares are subject to a CDSC, no CDSC will be charged at the time of the exchange. However, if you subsequently redeem

 

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the shares acquired through the exchange, the redemption may be subject to a CDSC, depending on when you purchased your original shares and the CDSC schedule of the fund from which you exchanged your shares. If you exchange between classes of shares of the same Fund and your original shares are subject to a CDSC, the CDSC will be assessed at the time of the exchange.

For federal income tax purposes, an exchange between different Nuveen Mutual Funds constitutes a sale and purchase of shares and may result in capital gain or loss. Before making any exchange, you should obtain the Prospectus for the Nuveen Mutual Fund you are purchasing and read it carefully. If the registration of the account for the Fund you are purchasing is not exactly the same as that of the fund account from which the exchange is made, written instructions from all holders of the account from which the exchange is being made must be received, with signatures guaranteed by a member of an approved Medallion Signature Guarantee Program or in such other manner as may be acceptable to the Fund. You may also exchange shares by telephone if you authorize telephone exchanges by checking the applicable box on the Application Form or by calling Nuveen Investor Services toll-free at (800) 257-8787 to obtain an authorization form. Each Fund reserves the right to revise or suspend the exchange privilege, limit the amount or number of exchanges, or reject any exchange. Shareholders will be provided with at least 60 days’ notice of any material revision to or termination of the exchange privilege.

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

Reinstatement Privilege

If you redeemed Class A or Class C shares of a Fund or any other Nuveen Mutual Fund that were subject to a sales charge or a CDSC, you have up to one year to reinvest all or part of the full amount of the redemption in the same class of shares of the Fund at net asset value. The reinstatement privilege for Class B shares is no longer available. This reinstatement privilege can be exercised only once for any redemption, and reinvestment will be made at the net asset value next calculated after reinstatement of the appropriate class of Fund shares. If you reinstate shares that were subject to a CDSC, your holding period as of the redemption date also will be reinstated for purposes of calculating a CDSC and the CDSC paid at redemption will be refunded. The federal income tax consequences of any capital gain realized on a redemption will not be affected by reinstatement, but a capital loss may be disallowed in whole or in part depending on the timing, the amount of the reinvestment and the fund from which the redemption occurred.

Suspension of Right of Redemption

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

Redemption In-Kind

The Funds have reserved the right to redeem in-kind (that is, to pay redemption requests in cash and portfolio securities, or wholly in portfolio securities). The Funds voluntarily have committed to pay in cash all requests for redemption by any shareholder, limited as to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the net asset value of a Fund at the beginning of the 90-day period.

 

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Frequent Trading Policy

The Funds’ Frequent Trading Policy is as follows:

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

1. Definition of Round Trip

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

2. Round Trip Trade Limitations

Nuveen Mutual Funds limit the frequency of Round Trip trades that may be placed in a Fund. Subject to certain exceptions noted below, the Funds limit an investor to two Round Trips per trailing 60-day period.

3. Enforcement

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

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

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

Exclusions from the Frequent Trading Policy

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

 

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joint owner); (v) redemptions made pursuant to a systematic withdrawal plan, up to 1% monthly, 3% quarterly, 6% semiannually or 12% annually of an account’s net asset value depending on the frequency of the plan as designated by the shareholder; (vi) redemptions of shares that were purchased through a systematic investment program; (vii) involuntary redemptions caused by operation of law; (viii) redemptions in connection with a payment of account or plan fees; (ix) redemptions or exchanges by any “fund of funds” advised by the Adviser; and (x) redemptions in connection with the exercise of a Fund’s right to redeem all shares in an account that does not maintain a certain minimum balance or that the board has determined may have material adverse consequences to the shareholders of a Fund.

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

Distribution and Service Plan

NIF has adopted a Distribution and Service Plan with respect to the Class A, Class B, Class C and Class R3 shares of the Funds pursuant to Rule 12b-1 under the 1940 Act (the “ Plan ”). Rule 12b-1 provides in substance that a mutual fund may not engage directly or indirectly in financing any activity which is primarily intended to result in the sale of shares, except pursuant to a plan adopted under the Rule. The Plan authorizes the Funds to pay the Distributor distribution and/or shareholder servicing fees on the Funds’ Class A, Class B, Class C and Class R3 shares as described below. The distribution fees under the Plan are used for primary purpose of compensating participating intermediaries for their sales of the Funds. The shareholder servicing fees are used primarily for the purpose of providing compensation for the ongoing servicing and/or maintenance of shareholder accounts.

The Class A shares pay to the Distributor a shareholder servicing fee at an annual rate of 0.25% of the average daily net assets of the Class A shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class A shares. The shareholder servicing fee is intended to compensate the Distributor for ongoing servicing and/or maintenance of shareholder accounts and may be used by the Distributor to provide compensation to participating intermediaries through whom shareholders hold their shares for ongoing servicing and/or maintenance of shareholder accounts. This fee is calculated and paid each month based on average daily net assets of Class A shares of each Fund for that month.

The Class B shares pay to the Distributor a shareholder servicing fee at the annual rate of 0.25% of the average daily net assets of the Class B shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class B shares beginning one year after purchase. The Class B shares also pay to the Distributor a distribution fee at the annual rate of 0.75% of the average daily net assets of the Class B shares. The distribution fee is intended to compensate the Distributor for advancing a commission to participating intermediaries purchasing Class B shares.

The Class C shares pay to the Distributor a shareholder servicing fee at the annual rate of 0.25% of the average daily net assets of the Class C shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class C shares. This fee is calculated and paid each month based on average daily net assets of the Class C shares. The Class C shares pay to the Distributor a distribution fee at the annual rate of 0.75% of the average daily net assets of the Class C shares. The Distributor may use the distribution fee to provide compensation to participating intermediaries through which shareholders hold their shares beginning one year after purchase.

 

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The Class R3 shares pay to the Distributor a shareholder servicing fee at the annual rate of 0.25% of the average daily net assets of the Class R3 shares. The fee may be used by the Distributor to provide compensation for shareholder servicing activities with respect to the Class R3 shares. This fee is calculated and paid each month based on average daily net assets of the Class R3 shares. The Class R3 shares also pay to the Distributor a distribution fee at the annual rate of 0.25% of the average daily net assets of Class R3 shares. The fee may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to participating intermediaries in connection with sales of Class R3 shares and to pay for advertising and other promotional expenses in connection with the distribution of Class R3 shares. This fee is calculated and paid each month based on average daily net assets of the Class R3 shares.

The Distributor receives no compensation for distribution of the Class R6 or Class I shares.

The Plan is a “compensation-type” plan under which the Distributor is entitled to receive the distribution and shareholder servicing fees regardless of whether its actual distribution and shareholder servicing expenses are more or less than the amount of the fees. It is therefore possible that the Distributor may realize a profit in a particular year as a result of these payments. The Plan recognizes that the Distributor and the Adviser, in their discretion, may from time to time use their own assets to pay for certain additional costs of distributing Class A, Class B, Class C and Class R3 shares. Any such arrangements to pay such additional costs may be commenced or discontinued by the Distributor or the Adviser at any time. With the exception of the Distributor and its affiliates, no “interested person” of NIF, as that term is defined in the 1940 Act, and no director of NIF has a direct or indirect financial interest in the operation of the Plan or any related agreement.

Under the Plan, the Funds’ Treasurer reports the amounts expended under the Plan and the purposes for which such expenditures were made to the Board of Directors for their review on a quarterly basis. The Plan provides that it will continue in effect for a period of more than one year from the date of its execution only so long as such continuance is specifically approved at least annually by the vote of a majority of the Board members of NIF and by the vote of the majority of those Board members of NIF who are not “interested persons” (as that term is defined in the 1940 Act) of NIF and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to such plan.

The Funds paid the following 12b-1 fees to the Distributor for the fiscal year ended October 31, 2012 with respect to the Class A shares, Class B shares, Class C shares and Class R3 shares of the Funds. As noted above, no 12b-1 fees are paid with respect to Class R6 or Class I shares.

 

Fund

  

12b-1 Fees
Incurred by
each Fund for
the Fiscal Year Ended
October 31,  2012

 

Nuveen  Dividend Value Fund

  

Class A

   $ 518,426   

Class B

     21,229   

Class C

     239,263   

Class R3

     81,368   

Nuveen Equity Index Fund

  

Class A

     333,032   

Class B

     32,762   

Class C

     82,583   

Class R3

     127,510   

Nuveen International Fund

  

Class A

     53,238   

Class C

     17,250   

Class R3

     181   

 

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Fund

  

12b-1 Fees
Incurred by
each Fund for
the Fiscal Year Ended
October 31,  2012

 

Nuveen International Select Fund

  

Class A

   $ 10,118   

Class C

     6,834   

Nuveen Large Cap Growth Opportunities Fund

  

Class A

     283,170   

Class B

     18,905   

Class C

     102,167   

Class R3

     37,298   

Nuveen Large Cap Select Fund

  

Class A

     7,413   

Class C

     1,819   

Nuveen Mid Cap Growth Opportunities Fund

  

Class A

     756,831   

Class B

     33,040   

Class C

     164,638   

Class R3

     192,925   

Nuveen Mid Cap Index Fund

  

Class A

     229,762   

Class C

     40,193   

Class R3

     466,134   

Nuveen Mid Cap Select Fund

  

Class A

     27,995   

Class C

     17,480   

Nuveen Mid Cap Value Fund

  

Class A

     104,179   

Class B

     17,998   

Class C

     85,681   

Class R3

     61,265   

Nuveen Quantitative Enhanced Core Equity Fund

  

Class A

     343   

Class C

     1,164   

Nuveen Small Cap Growth Opportunities Fund

  

Class A

     93,790   

Class B

     10,515   

Class C

     16,189   

Class R3

     12,466   

Nuveen Small Cap Index Fund

  

Class A

     62,312   

Class C

     12,759   

Class R3

     83,519   

Nuveen Small Cap Select Fund

  

Class A

     521,432   

Class B

     24,850   

Class C

     121,924   

Class R3

     96,427   

 

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Fund

  

12b-1 Fees
Incurred by
each Fund for
the Fiscal Year Ended
October 31,  2012

 

Nuveen Small Cap Value Fund

  

Class A

   $ 81,707   

Class C

     14,717   

Class R3

     12,320   

Nuveen Tactical Market Opportunities Fund

  

Class A

     97,281   

Class C

     79,873   

If a Fund closes to new investors, it may continue to make payments under the Plan. Such payments would be made for the various services provided to existing shareholders by the Participating Intermediaries receiving such payments.

General Matters

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

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

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

Distribution Arrangements

The Distributor sells shares to or through brokers, dealers, banks or other qualified financial intermediaries (collectively referred to as “ Dealers ”), or others, in a manner consistent with the then effective registration statement of NIF. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances certain activities incident to the sale and distribution of the Funds’ shares, including printing and distributing of prospectuses and statements of additional information to other than existing shareholders, the printing and distributing of sales literature, advertising and payment of compensation and giving of concessions to Dealers.

The Distributor receives for its services the excess, if any, of the sales price of a Fund’s shares less the net asset value of those shares, and reallows a majority or all of such amounts to the Dealers who sold the shares. The Distributor also receives distribution fees pursuant to a distribution plan adopted by NIF pursuant to Rule 12b-1 and described herein under “Distribution and Service Plan.” The Distributor also receives any CDSCs imposed on redemptions of shares, but any amounts as to which a reinstatement privilege is not exercised are set off against and reduce amounts otherwise payable to the Distributor pursuant to the distribution plan. The Distributor may also act as a Dealer.

 

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The following tables set forth the amount of underwriting commissions paid by the Funds, the amount of such commissions retained by the Distributor, and the amount of compensation on redemptions and repurchases for the period from January 1, 2011 through October 31, 2011 and the fiscal year ended October 31, 2012:

 

    Total Underwriting
Commissions
    Underwriting Commissions
Retained by Distributor
    Compensation on
Redemptions and
Repurchases
 

Fund

  January 1,
2011
through
October 31,
2011
    Fiscal
Year Ended
October 31,
2012
    January 1,
2011
through
October 31,
2011
    Fiscal
Year Ended
October 31,
2012
    January 1,
2011
through
October 31,
2011
    Fiscal
Year Ended
October 31,
2012
 

Nuveen Dividend Value Fund

  $ 263,178      $ 391,945      $ 27,081      $ 47,493      $ 7,857      $ 9,522   

Nuveen Equity Index Fund

    2,327               207               5,314        2,679   

Nuveen International Fund

    9,426        15,113        1,186        1,905        1,785        677   

Nuveen International Select Fund

    4,245        4,563        468        574        800        163   

Nuveen Large Cap Growth Opportunities Fund

    104,580        137,319        11,739        15,708        2,571        3,640   

Nuveen Large Cap Select Fund

    3,488        2,242        392        285               246   

Nuveen Mid Cap Growth Opportunities Fund

    139,136        142,215        14,775        16,148        7,619        6,120   

Nuveen Mid Cap Index Fund

    3,746               365               913        608   

Nuveen Mid Cap Select Fund

    12,218        7,845        1,536        990        1,002        459   

Nuveen Mid Cap Value Fund

    26,857        14,637        3,440        1,719        4,689        1,115   

Nuveen Quantitative Enhanced Core Equity Fund

                                45          

Nuveen Small Cap Growth Opportunities Fund

    21,969        31,623        3,005        3,974        461        352   

Nuveen Small Cap Index Fund

    135               11               75          

Nuveen Small Cap Select Fund

    69,811        35,204        8,448        4,439        3,421        2,500   

Nuveen Small Cap Value Fund

    12,003        16,525        1,534        2,133        557        505   

Nuveen Tactical Market Opportunities Fund

    6,683        232,532        829        27,907               1,781   

 

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Prior to the Transaction, Quasar Distributors, LLC (“ Quasar ”) 615 East Michigan Street, Milwaukee, WI 53202, served as the distributor for the Funds’ shares pursuant to a Distribution Agreement dated July 1, 2007 (the “ Quasar Distribution Agreement ”). Quasar is a wholly-owned subsidiary of U.S. Bancorp.

The following tables set forth the amount of underwriting commissions paid by the Funds, the amount of such commissions retained by Quasar and the amount of compensation on redemptions and repurchases during the fiscal year ended October 31, 2010 and for the period from November 1, 2010 through December 31, 2010:

 

     Total Underwriting Commissions  

Fund

   Fiscal Year Ended
October 31, 2010
     November 1, 2010 through
December 31, 2010
 
Nuveen Dividend Value Fund    $ 272,650       $ 35,234   
Nuveen Equity Index Fund      74,903         13,485   
Nuveen International Fund      15,999         1,485   
Nuveen International Select Fund      30,613         1,811   

Nuveen Large Cap Growth Opportunities Fund

     41,641         13,043   
Nuveen Large Cap Select Fund      10,545         2,741   
Nuveen Mid Cap Growth Opportunities Fund      79,356         34,013   
Nuveen Mid Cap Index Fund      57,832         7,179   
Nuveen Mid Cap Select Fund      11,733         1,539   
Nuveen Mid Cap Value Fund      20,512         2,333   

Nuveen Quantitative Enhanced Core Equity Fund

               

Nuveen Small Cap Growth Opportunities Fund

     45,684         2,836   
Nuveen Small Cap Index Fund      8,327         1,458   
Nuveen Small Cap Select Fund      69,953         5,764   
Nuveen Small Cap Value Fund      9,098         3,104   
Nuveen Tactical Market Opportunities Fund 1                

 

1    

Commenced operations on December 30, 2009.

 

     Underwriting Commissions
Retained by Quasar
 

Fund

   Fiscal Year Ended
October 31, 2010
     November 1, 2010 through
December 31, 2010
 
Nuveen Dividend Value Fund    $ 27,122       $ 3,199   
Nuveen Equity Index Fund      9,703         1,143   
Nuveen International Fund      2,174         135   

Nuveen International Select Fund

     3,005         154   

Nuveen Large Cap Growth Opportunities Fund

     5,463         1,183   

Nuveen Large Cap Select Fund

     1,164         256   

Nuveen Mid Cap Growth Opportunities Fund

     11,462         3,152   

Nuveen Mid Cap Index Fund

     5,504         681   

Nuveen Mid Cap Select Fund

     1,897         133   

Nuveen Mid Cap Value Fund

     2,326         234   

Nuveen Quantitative Enhanced Core Equity Fund

               

Nuveen Small Cap Growth Opportunities Fund

     4,983         269   

Nuveen Small Cap Index Fund

     889         126   

Nuveen Small Cap Select Fund

     7,825         519   

Nuveen Small Cap Value Fund

     1,128         290   

Nuveen Tactical Market Opportunities Fund 1

               

 

1    

Commenced operations on December 30, 2009.

 

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     Compensation on Redemptions
and Repurchases
 

Fund

   Fiscal Year Ended
October 31, 2010
     November 1, 2010 through
December 31, 2010
 

Nuveen Dividend Value Fund

   $ 10,779       $ 1,141   

Nuveen Equity Index Fund

     7,229         581   

Nuveen International Fund

     1,878         229   

Nuveen International Select Fund

     23           

Nuveen Large Cap Growth Opportunities Fund

     3,964         335   

Nuveen Large Cap Select Fund

             22   

Nuveen Mid Cap Growth Opportunities Fund

     14,598         1,244   

Nuveen Mid Cap Index Fund

     950         31   

Nuveen Mid Cap Select Fund

     1,736         866   

Nuveen Mid Cap Value Fund

     5,570         636   

Nuveen Quantitative Enhanced Core Equity Fund

               

Nuveen Small Cap Growth Opportunities Fund

     1,128           

Nuveen Small Cap Index Fund

     28         8   

Nuveen Small Cap Select Fund

     8,127         999   

Nuveen Small Cap Value Fund

     1,369         281   

Nuveen Tactical Market Opportunities Fund  1

     1,736           

 

1    

Commenced operations on December 30, 2009.

To help financial advisors and investors better understand and more efficiently use the Funds to reach their investment goals, the Distributor may advertise and create specific investment programs and systems. For example, this may include information on how to use the Funds to accumulate assets for future education needs or periodic payments such as insurance premiums. The Distributor may produce software, electronic information sites or additional sales literature to promote the advantages of using the Funds to meet these and other specific investor needs. In addition, wholesale representatives of the Distributor may visit financial advisors on a regular basis to educate them about the Funds and to encourage the sale of Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law. Nuveen wholesalers may receive additional compensation if they meet certain targets for sales of one or more Nuveen Mutual Funds.

Additional Payments to Financial Intermediaries and Other Payments

In addition to the sales charge payments and the distribution, service and transfer agency fees described in the Prospectus and elsewhere in this SAI, the Adviser and/or the Distributor may make additional payments out of its own assets to selected intermediaries that sell shares of the Nuveen Mutual Funds (such as brokers, dealers, banks, registered investment advisers, retirement plan administrators and other intermediaries; hereinafter, individually, “ Intermediary ,” and collectively, “ Intermediaries ”) under the categories described below for the purposes of promoting the sale of Fund shares, maintaining share balances and/or for sub-accounting, administrative or shareholder processing services.

The amounts of these payments could be significant and may create an incentive for an Intermediary or its representatives to recommend or offer shares of the Nuveen Mutual Funds to its customers. The Intermediary may elevate the prominence or profile of the Funds within the Intermediary’s organization by, for example, placing the Funds on a list of preferred or recommended funds and/or granting the Adviser and/or the Distributor preferential or enhanced opportunities to promote the Funds in various ways within the Intermediary’s organization.

These payments are made pursuant to negotiated agreements with Intermediaries. The payments do not change the price paid by investors for the purchase of a share or the amount a Fund will

 

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receive as proceeds from such sales. Furthermore, these payments are not reflected in the fees and expenses listed in the fee table section of the Funds’ Prospectus and described above because they are not paid by the Funds.

The categories of payments described below are not mutually exclusive, and a single Intermediary may receive payments under all categories.

The Adviser and/or the Distributor may also make other additional payments out of its own assets as described under “Other Payments” below.

Marketing Support Payments and Program Servicing Payments

The Adviser and/or the Distributor may make payments for marketing support and/or program servicing to selected Intermediaries that are registered as holders or dealers of record for accounts invested in one or more of the Nuveen Mutual Funds or that make Nuveen Mutual Fund shares available through employee benefit plans or fee-based advisory programs to compensate them for the variety of services they provide.

Marketing Support Payments . Services for which an Intermediary receives marketing support payments may include business planning assistance, advertising, educating the Intermediary’s personnel about the Nuveen Mutual Funds in connection with shareholder financial planning needs, placement on the Intermediary’s preferred or recommended fund company list, and access to sales meetings, sales representatives and management representatives of the Intermediary. In addition, Intermediaries may be compensated for enabling representatives of the Adviser and/or the Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other events sponsored by the Intermediary.

The Adviser and/or the Distributor compensate Intermediaries differently depending upon, among other factors, the number or value of Nuveen Mutual Funds shares that the Intermediary sells or may sell, the value of the assets invested in the Nuveen Mutual Funds by the Intermediary’s customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level and/or type of marketing assistance and educational activities provided by the Intermediary. Such payments are generally asset-based but also may include the payment of a lump sum.

Program Servicing Payments . Services for which an Intermediary receives program servicing payments typically include recordkeeping, reporting, or transaction processing, but may also include services rendered in connection with fund/investment selection and monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services. An Intermediary may perform program services itself or may arrange with a third party to perform program services.

Program servicing payments typically apply to employee benefit plans, such as retirement plans, or fee-based advisory programs but may apply to retail sales and assets in certain situations. The payments are based on such factors as the type and nature of services or support furnished by the Intermediary and are generally asset-based.

Marketing Support and Program Servicing Payment Guidelines. In the case of any one Intermediary, marketing support and program servicing payments are not expected, with certain limited exceptions, to exceed, in the aggregate, 0.35% of the average net assets of Fund shares attributable to that Intermediary on an annual basis. In connection with the sale of a business by U.S. Bank N.A. to Great-West Life & Annuity Insurance Company (“ Great-West ”), the Adviser and/or the Distributor has a services agreement with GWFS Equities, Inc., an affiliate of Great-West, which provides for payments of up to 0.60% of the average net assets of Fund shares attributable to GWFS Equities, Inc. on an annual basis.

Other Payments

From time to time, the Adviser and/or the Distributor, at its expense, may provide other compensation to Intermediaries that sell or arrange for the sale of shares of the Funds, which may be in addition to marketing support and program servicing payments described above. For example, the Adviser and/or the Distributor may: (i) compensate Intermediaries for National Securities Clearing Corporation networking system services (e.g., shareholder communication, account statements, trade

 

S-116


confirmations, and tax reporting) on an asset-based or per account basis; (ii) compensate Intermediaries for providing Fund shareholder trading information; (iii) make one-time or periodic payments to reimburse selected Intermediaries for items such as ticket charges (i.e., fees that an Intermediary charges its representatives for effecting transactions in Fund shares) of up to $25 per purchase or exchange order, operational charges (e.g., fees that an Intermediary charges for establishing a Fund on its trading system), and literature printing and/or distribution costs; (iv) at the direction of a retirement plan’s sponsor, reimburse or pay direct expenses of an employee benefit plan that would otherwise be payable by the plan; and (v) provide payments to broker-dealers to help defray their technology or infrastructure costs.

When not provided for in a marketing support or program servicing agreement, the Adviser and/or the Distributor may pay Intermediaries for enabling the Adviser and/or the Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other Intermediary employees, client and investor events and other Intermediary-sponsored events, and for travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, asset retention and due diligence trips. These payments may vary depending upon the nature of the event. The Adviser and/or the Distributor make payments for such events as it deems appropriate, subject to its internal guidelines and applicable law.

The Adviser and/or the Distributor occasionally sponsors due diligence meetings for registered representatives during which they receive updates on various Nuveen Mutual Funds and are afforded the opportunity to speak with portfolio managers. Although invitations to these meetings are not conditioned on selling a specific number of shares, those who have shown an interest in Nuveen Mutual Funds are more likely to be considered. To the extent permitted by their firm’s policies and procedures, all or a portion of registered representatives’ expenses in attending these meetings may be covered by the Adviser and/or the Distributor.

Representatives of the Distributor or its affiliates may receive additional compensation from the Adviser and/or the Distributor if certain targets are met for sales of one or more Nuveen Mutual Funds. Such compensation may vary by Fund and by Intermediary.

Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors can ask their Intermediary for information about any payments it receives from the Adviser and/or the Distributor and the services it provides for those payments.

Investors may wish to take Intermediary payment arrangements into account when considering and evaluating any recommendations relating to Fund shares.

Intermediaries Receiving Additional Payments

The following is a list of Intermediaries receiving one or more of the types of payments discussed above as of February 22, 2013:

ADP Broker-Dealer, Inc.

Alliance Fund Distributors

American United Life Insurance Company

Ameriprise Financial Services, Inc.

Ascensus (formerly BISYS Retirement Services, Inc.)

Benefit Plans Administrative Services, Inc.

Benefit Trust Company

Charles Schwab & Co., Inc.

Chase Investment Services

Citigroup Global Markets Inc.

Commonwealth Equity Services, LLP, DBA Commonwealth Financial Network

CPI Qualified Plan Consultants, Inc.

Digital Retirement Solutions, Inc.

Dyatech, LLC

Edward Jones

 

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ExpertPlan, Inc.

Fidelity Brokerage Services LLC/National Financial Services LLC

Fidelity Investments Institutional Operations Company, Inc. (FIIOC)/Fidelity Advisors

Retirement

Genesis Employee Benefits, Inc. DBA America’s VEBA Solution

Great West Life and Annuity Insurance Co.

GWFS Equities, Inc.

Hartford Life Insurance Company

Hartford Securities Distribution Company, Inc.

Hewitt Associates LLC

ICMA Retirement Corporation

ING Life Insurance and Annuity Company/ING Institutional Plan Services LLC/ING Financial

Advisors, LLC (formerly CitiStreet LLC/CitiStreet Advisors LLC)

J.P. Morgan Retirement Plan Services, LLC

Janney Montgomery Scott LLC

Lincoln Retirement Services Company LLC/AMG Service Corp.

Linsco/Private Ledger Corp.

Marshall & Ilsley Trust Company, N.A.

Massachusetts Mutual Life Insurance Company

Mercer HR Outsourcing LLC

Merrill Lynch, Pierce, Fenner & Smith Inc.

Mid Atlantic Capital Corporation

Morgan Stanley & Co., Incorporated/Morgan Stanley Smith Barney LLC

MSCS Financial Services, LLC

Nationwide Financial Services, Inc.

Newport Retirement Services, Inc.

NYLife Distributors LLC

Pershing LLC

Princeton Retirement Group/GPC Securities, Inc.

Principal Life Insurance Company

Prudential Insurance Company of America (The)

Prudential Investment Management Services, LLC/Prudential Investments LLC

Raymond James & Associates/Raymond James Financial Services, Inc.

RBC Capital Markets, LLC

Reliance Trust Company

Retirement Plan Company, LLC (The)

Robert W. Baird & Co., Inc.

Savings Institute and Bank

Smith Barney

Stifel, Nicolaus & Co., Inc.

T. Rowe Price Investment Services, Inc./T. Rowe Price Retirement Plan Services, Inc.

TD Ameritrade, Inc.

TD Ameritrade Trust Company (formerly Fiserv Trust Company/International Clearing Trust Company)

TIAA-CREF Individual & Institutional Services, LLC

U.S. Bancorp Investments, Inc.

U.S. Bank N.A.

UBS Financial Services, Inc.

Unified Trust Company, N.A.

VALIC Retirement Services Company (formerly AIG Retirement Services Company)

Vanguard Group, Inc.

Wells Fargo Advisors, LLC

Wells Fargo Bank, N.A.

Wilmington Trust Company

Wilmington Trust Retirement and Institutional Services Company (formerly AST Capital Trust Company)

 

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Any additions, modifications or deletions to the list of Intermediaries identified above that have occurred since February 22, 2013 are not reflected in the list.

FINANCIAL STATEMENTS

The audited financial statements for each Fund’s most recent fiscal year appear in each Fund’s Annual Report dated October 31, 2012. Each Fund’s Annual Report is incorporated by reference into this SAI and is available without charge by calling (800) 257-8787.

 

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APPENDIX A

RATINGS OF INVESTMENTS

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

Issue Credit Ratings

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

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

Long-Term Issue Credit Ratings

Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations:

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

2. Nature of and provisions of the obligation;

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

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

 

AAA    An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
AA    An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
A    An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
BBB    An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such

 

A-1


obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

BB    An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
B    An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC    An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC    An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.
C    A ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the ‘C’ rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D    An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due unless S&P believes that such payments will be made within five business days, irrespective of any grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation’s rating is lowered to ‘D’ upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

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

 

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

Short-Term Issue Credit Ratings

 

A-1    A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2    A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A-3    A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

A-2


  B       A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.
  C       A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
  D       A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

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

Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments.

Long-Term Obligation Ratings

 

Aaa   Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa   Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A   Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa   Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba   Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B   Obligations rated B are considered speculative and are subject to high credit risk.
Caa   Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca   Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C   Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

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

Short-Term Obligation Ratings

 

P-1    Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2    Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3    Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP    Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

 

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Medium-Term Note Program Ratings

Moody’s assigns provisional ratings to medium-term note (MTN) programs and definitive ratings to the individual debt securities issued from them (referred to as drawdowns or notes).

MTN program ratings are intended to reflect the ratings likely to be assigned to drawdowns issued from the program with the specified priority of claim (e.g. senior or subordinated). To capture the contingent nature of a program rating, Moody’s assigns provisional ratings to MTN programs. A provisional rating is denoted by a (P) in front of the rating.

The rating assigned to a drawdown from a rated MTN program or bank/deposit note program is definitive in nature, and may differ from the program rating if the drawdown is exposed to additional credit risks besides the issuer’s default, such as links to the defaults of other issuers, or has other structural features that warrant a different rating. In some circumstances, no rating may be assigned to a drawdown.

Moody’s encourages market participants to contact Moody’s Ratings Desks or visit www.moodys.com directly if they have questions regarding ratings for specific notes issued under a medium-term note program. Unrated notes issued under an MTN program may be assigned an NR (not rated) symbol.

U.S. Municipal Short-Term Debt and Demand Obligation Ratings

Short-Term Obligation Ratings

The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer’s long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels—MIG 1 through MIG 3—while speculative grade short-term obligations are designated SG.

 

MIG 1    This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2    This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3    This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG    This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Demand Obligation Ratings

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

 

VMIG 1    This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2    This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

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VMIG 3    This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG    This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

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

Fitch’s credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested. The agency’s credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.

The terms “investment grade” and “speculative grade” have established themselves over time as shorthand to describe the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms “investment grade” and “speculative grade” are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. “Investment grade” categories indicate relatively low to moderate credit risk, while ratings in the “speculative” categories either signal a higher level of credit risk or that a default has already occurred.

A designation of “Not Rated” or “NR” is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.

Credit ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.

Fitch’s credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).

In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instrument’s documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation’s documentation). In such cases, the agency will make clear the assumptions underlying the agency’s opinion in the accompanying rating commentary.

International Long-Term Ratings

Issuer Credit Rating Scales

Investment Grade

 

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

 

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AA    Very high credit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A    High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB    Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

Speculative Grade

 

BB    Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.
B    Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC    Substantial credit risk. Default is a real possibility.
CC    Very high levels of credit risk. Default of some kind appears probable.
C   

Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include:

 

•   the issuer has entered into a grace or cure period following non-payment of a material financial obligation;

 

•   the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or

 

•   Fitch otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.

RD   

Restricted default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include:

 

•   the selective payment default on a specific class or currency of debt;

 

•   the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;

 

•   the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or

 

•   execution of a distressed debt exchange on one or more material financial obligations.

 

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D   

Default. ‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.

 

Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.

 

“Imminent” default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.

 

In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.

International Short-Term Ratings

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

 

F1    Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2    Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F3    Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B    Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C    High short-term default risk. Default is a real possibility.
RD    Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D    Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

Notes to Long-term and Short-term ratings:

The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ Long-Term Rating category, or categories below ‘B’.

‘WD’ indicates that the rating has been withdrawn and the issue or issuer is no longer rated by Fitch.

Rating Watch: Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as “Positive”, indicating a potential

 

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upgrade, “Negative”, for a potential downgrade, or “Evolving”, if ratings may be raised, lowered or affirmed. However, ratings that are not on Rating Watch can be raised or lowered without being placed on Rating Watch first, if circumstances warrant such an action. A Rating Watch is typically event-driven and, as such, it is generally resolved over a relatively short period.

 

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APPENDIX B

 

LOGO

PROXY VOTING POLICY AND PROCEDURES

I. STATEMENT OF POLICY

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When Altrinsic has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies. Certain clients may retain proxy voting authority and in those circumstances Altrinsic has no proxy voting responsibility.

II. PROXY VOTING PROCEDURES

All proxies received by Altrinsic will be forwarded to a Portfolio Manager, or his designee, with a list of accounts that hold the security, together with the number of votes each account controls (reconciling any duplications), and the date by which Altrinsic must vote the proxy in order to allow enough time for the completed proxy to be returned to the issuer prior to the vote taking place. Operations will keep a record or be able to readily access a report from the electronic filing of each proxy received.

Absent material conflicts (See §IV below), a Portfolio Manager, or his designee, will determine how Altrinsic should vote the proxy. The Portfolio Manager or his designee will send its decision on how Altrinsic will vote a proxy to Operations. Operations will then forward the proxy with the proposed vote to the Chief Compliance Officer (“CCO”) for review. Upon completion of her review, the CCO will sign the proxy ballot and return it to Operations. Operations is responsible for voting the proxy either by mail or electronically in a timely and appropriate manner.

Altrinsic or its clients may retain a third party to assist it in coordinating and voting proxies with respect to client securities. After a vote has been case, Operations will provide the CCO with a proxy vote report. The CCO will review this report to confirm that the proxy was voted in accordance with the provided instructions and was voted in a timely manner. Currently Altrinsic does not directly engage with any third party proxy voting companies for research or other services.

III. VOTING GUIDELINES

In the absence of specific voting guidelines from the client, Altrinsic will vote proxies in the best interest of its clients. Each proposal will be evaluated separately but the following guidelines will generally be followed:

 

   

Altrinsic will vote in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated) and selection of auditors; and

 

   

Altrinsic will vote against proposals that make it more difficult to replace members of the issuer’s board of directors, including proposals to stagger the board, cause management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights and create supermajority voting.

For other proposals, Altrinsic shall determine on a case-by-case basis the vote which is in the best interests of its clients and may take into account certain factors, including but not limited to:

 

   

Whether the proposal was recommended by management and Altrinsic’s opinion of management;

 

   

The effect on shareholder value;

 

   

The issuer’s business practices;

 

   

Stock dilution and equity based compensation;

 

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Whether the proposal acts to entrench existing management; and

 

   

Whether the proposal fairly compensates management for past and future performance.

IV. CONFLICTS OF INTEREST

The CCO will review the proxy vote proposed by the Portfolio Manager, or his designee, and identify any conflicts of interest that exist between Altrinsic and its clients. Such conflicts could include, but are not limited to, Altrinsic’s or its affiliates’ relationships with the issuer or its affiliates.

If a potential or actual conflict exists, Altrinsic will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client including clients that are subject to ERISA. If Altrinsic determines that a material conflict exists and that voting in accordance with the voting guidelines and factors described above is not in the best interests of the clients, Altrinsic will make the appropriate disclosures to clients and either request that the client vote the proxy(s) or abstain from voting.

V. DISCLOSURE

Clients may contact the CCO in order to obtain information on how Altrinsic voted such client’s proxies and/or to request a copy of these policies and procedures. If a client requests this information, the CCO will provide a written response to the client that lists, with respect to each voted proxy about which the client has inquired (a) the name of the issuer; (b) the proposal voted upon and (c) how Altrinsic voted the client’s proxy.

VI. RECORDKEEPING

The CCO will maintain files relating to Altrinsic’s proxy voting policy, procedures and voting decisions in an easily accessible place. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record, with records for the first two years kept in the offices of Altrinsic. The following records will be included in the files:

 

   

Copies of this proxy voting policy and procedures, and any amendments thereto;

 

   

A record of each vote that Altrinsic casts 1 ;

 

   

A copy of Altrinsic’s review and resolution of any proxy voting conflicts; and

 

   

A copy of each written client request for information on how Altrinsic voted such client’s proxies, and a copy of any written response to any client request for information on how Altrinsic voted its proxies.

Operations will retain copies of each proxy statement that Altrinsic receives, provided however, that Altrinsic may rely on obtaining a copy of proxy statements from the SEC’s EDGAR system for those proxy statements that are so available 2 and any document that Altrinsic created that was material to making a decision how to vote proxies, or that memorializes the decision.

Effective: January 1, 2013

 

1  

Altrinsic may rely on a third party to train a copy of the votes cast, provided the third party undertakes to provide a copy of the record promptly upon request.

2  

Altrinsic may choose instead to have a third party retain a copy of proxy statements, provided that the third party undertakes to provide a copy of the proxy statements promptly upon request.

 

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PROXY VOTING POLICY OF

LAZARD ASSET MANAGEMENT LLC

AND

LAZARD ASSET MANAGEMENT (CANADA), INC.

A. Introduction

Lazard Asset Management LLC and Lazard Asset Management (Canada), Inc. (together, “Lazard”) provide investment management services for client accounts, including proxy voting services. As a fiduciary, Lazard is obligated to vote proxies in the best interests of its clients. Lazard has developed a structure that is designed to ensure that proxy voting is conducted in an appropriate manner, consistent with clients’ best interests, and within the framework of this Proxy Voting Policy (the “Policy”). Lazard has adopted this Policy in order to satisfy its fiduciary obligation and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended.

Lazard manages assets for a variety of clients, including individuals, Taft-Hartley plans, governmental plans, foundations and endowments, corporations, and investment companies and other collective investment vehicles. To the extent that proxy voting authority is delegated to Lazard, Lazard’s general policy is to vote proxies on a given issue the same for all of its clients. This Policy is based on the view that Lazard, in its role as investment adviser, must vote proxies based on what it believes will maximize shareholder value as a long-term investor, and the votes that it casts on behalf of all its clients are intended to accomplish that objective. This Policy recognizes that there may be times when meeting agendas or proposals may create the appearance of a material conflict of interest for Lazard. When such a conflict may appear, Lazard will seek to alleviate the potential conflict by voting consistent with pre-approved guidelines or, in situations where the pre-approved guideline is to vote case-by-case, with the recommendation of an independent source. More information on how Lazard handles conflicts is provided in Section F of this Policy.

B. Responsibility to Vote Proxies

Generally, Lazard is willing to accept delegation from its clients to vote proxies. Lazard does not delegate that authority to any other person or entity, but retains complete authority for voting all proxies on behalf of its clients. Not all clients delegate proxy-voting authority to Lazard, however, and Lazard will not vote proxies, or provide advice to clients on how to vote proxies, in the absence of a specific delegation of authority or an obligation under applicable law. For example, securities that are held in an investment advisory account for which Lazard exercises no investment discretion, are not voted by Lazard, nor are shares that a client has authorized their custodian bank to use in a stock loan program which passes voting rights to the party with possession of the shares.

As discussed more fully in Section G of this Policy, there may be times when Lazard determines that it would be in the best interests of its clients to abstain from voting proxies.

C. General Administration

1. Overview

Lazard’s proxy voting process is administered by its Proxy Operations Department (“ProxyOps”), which reports to Lazard’s Chief Operations Officer. Oversight of the process is provided by Lazard’s Legal / Compliance Department and by a Proxy Committee currently consisting of Managing Directors, LAM’s General Counsel and Chief Compliance Officer, portfolio managers and other investment personnel of Lazard. The Proxy Committee meets at least semi-annually to review this Policy and consider changes to it, as well as specific proxy voting guidelines (the “Approved Guidelines”), which are discussed below. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of ProxyOps, any member of the Proxy Committee, or Lazard’s General Counsel or Chief Compliance Officer. A representative of Lazard’s Legal / Compliance Department must be present at all Proxy Committee meetings.

2. Role of Third Parties

To assist it in its proxy-voting responsibilities, Lazard currently subscribes to several research and other proxy-related services offered by Institutional Shareholder Services, Inc. (“ISS”), one of the

 

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world’s largest providers of proxy-voting services. ISS provides Lazard with its independent analysis and recommendation regarding virtually every proxy proposal that Lazard votes on behalf of its clients, with respect to both U.S. and non-U.S. securities.

ISS provides other proxy-related administrative services to Lazard. ISS receives on Lazard’s behalf all proxy information sent by custodians that hold securities of Lazard’s clients. ISS posts all relevant information regarding the proxy on its password-protected website for Lazard to review, including meeting dates, all agendas and ISS’ analysis. ProxyOps reviews this information on a daily basis and regularly communicates with representatives of ISS to ensure that all agendas are considered and proxies are voted on a timely basis. ISS also provides Lazard with vote execution, recordkeeping and reporting support services.

3. Voting Process

Lazard’s Proxy Committee has approved specific proxy voting guidelines regarding various common proxy proposals (the “Approved Guidelines”). As discussed more fully below in Section D of this Policy, depending on the proposal, an Approved Guideline may provide that Lazard should vote for or against the proposal, or that the proposal should be considered on a case-by-case basis.

Where the Approved Guideline for a particular type of proxy proposal is to vote on a case-by case basis, Lazard believes that input from a portfolio manager or research analysts with knowledge of the issuer and its securities (collectively, “Portfolio Management”) is essential. Portfolio Management is, in Lazard’s view, best able to evaluate the impact that the outcome on a particular proposal will have on the value of the issuer’s shares. Consequently, the Manager of ProxyOps seeks Portfolio Management’s recommendation on how to vote all such proposals. Similarly, with respect to certain Lazard strategies, as discussed more fully in Sections F and G below, the Manager of ProxyOps will consult with Portfolio Management to determine when it would be appropriate to abstain from voting.

In seeking Portfolio Management’s recommendation, the Manager of ProxyOps provides ISS’ recommendation and analysis. Portfolio Management provides the Manager of ProxyOps with its recommendation and the reasons behind it. ProxyOps will generally vote as recommended by Portfolio Management, subject to certain strategy-specific situations or situations where there may appear to be a material conflict of interest, in which case an alternative approach may be followed. (See Sections F and G below.) Depending on the facts surrounding a particular case-by-case proposal, or Portfolio Management’s recommendation on a case-by-case proposal, the Manager of ProxyOps may consult with Lazard’s Chief Compliance Officer or General Counsel, and may seek the final approval of the Proxy Committee regarding Portfolio Management’s recommendation. If necessary, and in cases where there is a possibility of a split vote among Portfolio Management teams as described in Section G.1. below, a meeting of the Proxy Committee will be convened to discuss the proposal and reach a final decision on Lazard’s vote.

Subject to certain strategy-specific situations, ProxyOps generally votes all routine proposals (described below) according to the Approved Guidelines. For non-routine proposals where the Approved Guideline is to vote for or against, ProxyOps will provide Portfolio Management with both the Approved Guideline, as well as ISS’ recommendation and analysis. Unless Portfolio Management disagrees with the Approved Guideline for the specific proposal, ProxyOps will generally vote the proposal according to the Approved Guideline. If Portfolio Management disagrees, however, it will provide its reason for doing so. All the relevant information will be provided to the Proxy Committee members for a final determination of such non-routine items. It is expected that the final vote will be cast according to the Approved Guideline, absent a compelling reason for not doing so, and subject to situations where there may be the appearance of a material conflict of interest or certain strategy-specific situations, in which case an alternative approach may be followed. ( See Sections F and G, below.)

D. Specific Proxy Items

Shareholders receive proxies involving many different proposals. Many proposals are routine in nature, such as a non-controversial election of Directors or a change in a company’s name. Others are more complicated, such as items regarding corporate governance and shareholder rights, changes to capital structure, stock option plans and other executive compensation issues, mergers and other

 

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significant transactions and social or political issues. Following are the Approved Guidelines for a significant proportion of the proxy proposals on which Lazard regularly votes. Of course, other proposals may be presented from time to time. Those proposals will be discussed with the Proxy Committee to determine how they should be voted and, if it is anticipated that they may re-occur, to adopt an Approved Guideline.

Certain strategy-specific considerations may result in Lazard voting proxies other than according to Approved Guidelines, not voting shares at all, issuing standing instructions to ISS on how to vote certain proxy matters or other differences from how Lazard votes or handles its proxy voting. These considerations are discussed in more detail in Section G, below.

1. Routine Items

Lazard generally votes routine items as recommended by the issuer’s management and board of directors, and against any shareholder proposals regarding those routine matters, based on the view that management is in a better position to evaluate the need for them. Lazard considers routine items to be those that do not change the structure, charter, bylaws, or operations of an issuer in any way that is material to shareholder value. Routine items generally include:

 

   

routine election or re-election of directors;

 

   

appointment or election of auditors, in the absence of any controversy or conflict regarding the auditors;

 

   

issues relating to the timing or conduct of annual meetings; and

 

   

name changes.

2. Corporate Governance and Shareholder Rights Matters

Many proposals address issues related to corporate governance and shareholder rights. These items often relate to a board of directors and its committees, anti-takeover measures, and the conduct of the company’s shareholder meetings.

a. Board of Directors and Its Committees

Lazard votes in favor of provisions that it believes will increase the effectiveness of an issuer’s board of directors. Lazard believes that in most instances, a board and the issuer’s management are in the best position to make the determination how to best increase a board’s effectiveness. Lazard does not believe that establishing burdensome requirements regarding a board will achieve this objective. Lazard has Approved Guidelines to vote:

 

   

For the establishment of an independent nominating committee, audit committee or compensation committee of a board of directors;

 

   

For a requirement that a substantial majority (e.g. 2/3) of a US or UK company’s directors be independent;

 

   

On a case-by-case basis regarding the election of directors where the board does not have independent “key committees” or sufficient independence;

 

   

For proposals that a board’s committees be comprised solely of independent directors or consist of a majority of independent directors;

 

   

For proposals to limit directors’ liability; broaden indemnification of directors; and approve indemnification agreements for officers and directors, unless doing so would affect shareholder interests in a specific pending or threatened litigation; or for indemnification due to negligence in these cases voting is on a case-by-case basis ;

 

   

For proposals seeking to de-classify a board and Against proposals seeking to classify a board;

 

   

On a case-by-case basis on all proposals relating to cumulative voting;

 

   

Against shareholder proposals, absent a demonstrable need, proposing the establishment of additional committees; and on a case-by-case basis regarding the establishment of shareholder advisory committees.

 

   

Against shareholder proposals seeking union or special-interest representation on the board;

 

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Against shareholder proposals seeking to establish term limits or age limits for directors;

 

   

On a case-by-case basis on shareholder proposals seeking to require that the issuer’s chairman and chief executive officer be different individuals;

 

   

Against shareholder proposals seeking to establish director stock-ownership requirements; and

 

   

Against shareholder proposals seeking to change the size of a board, requiring women or minorities to serve on a board, or requiring two candidates for each board seat.

b. Anti-takeover Measures

Certain proposals are intended to deter outside parties from taking control of a company. Such proposals could entrench management and adversely affect shareholder rights and the value of the company’s shares. Consequently, Lazard has adopted Approved Guidelines to vote:

 

   

Against proposals to adopt supermajority vote requirements, or increase vote requirements, for mergers or for the removal of directors;

 

   

On a case-by-case basis regarding shareholder rights plans (also known as “poison pill plans”) and For proposals seeking to require all poison pill plans be submitted to shareholder vote;

 

   

Against proposals seeking to adopt fair price provisions and For proposals seeking to rescind them;

 

   

Against “blank check” preferred stock; and

 

   

On a case-by-case basis regarding other provisions seeking to amend a company’s by-laws or charter regarding anti-takeover provisions.

c. Conduct of Shareholder Meetings

Lazard generally opposes any effort by management to restrict or limit shareholder participation in shareholder meetings, and is in favor of efforts to enhance shareholder participation. Lazard has therefore adopted Approved Guidelines to vote:

 

   

Against proposals to adjourn meetings;

 

   

Against proposals seeking to eliminate or restrict shareholders’ right to call a special meeting;

 

   

For proposals providing for confidential voting;

 

   

Against efforts to eliminate or restrict right of shareholders to act by written consent;

 

   

Against proposals to adopt supermajority vote requirements, or increase vote requirements, and

 

   

On a case-by-case basis on changes to quorum requirements.

3. Changes to Capital Structure

Lazard receives many proxies that include proposals relating to a company’s capital structure. These proposals vary greatly, as each one is unique to the circumstances of the company involved, as well as the general economic and market conditions existing at the time of the proposal. A board and management may have many legitimate business reasons in seeking to effect changes to the issuer’s capital structure, including raising additional capital for appropriate business reasons, cash flow and market conditions. Lazard generally believes that these decisions are best left to management, absent apparent reasons why they should not be. Consequently, Lazard has adopted Approved Guidelines to vote:

 

   

For management proposals to increase or decrease authorized common or preferred stock (unless it is believed that doing so is intended to serve as an anti-takeover measure);

 

   

For stock splits and reverse stock splits;

 

   

On a case-by-case basis on matters affecting shareholder rights, such as amending votes-per-share;

 

   

On a case-by-case basis on management proposals to issue a new class of common or preferred shares;

 

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For management proposals to adopt or amend dividend reinvestment plans;

 

   

Against changes in capital structure designed to be used in poison pill plans; and

 

   

On a case-by-case basis on proposals seeking to approve or amend stock ownership limitations or transfer restrictions.

4. Stock Option Plans and Other Executive Compensation Issues

Lazard supports efforts by companies to adopt compensation and incentive programs to attract and retain the highest caliber management possible, and to align the interests of a board, management and employees with those of shareholders. Lazard favors programs intended to reward management and employees for positive, long-term performance. However, Lazard will evaluate whether it believes, under the circumstances, that the level of compensation is appropriate or excessive. Lazard has Approved Guidelines to vote:

 

   

On a case-by-case basis regarding all stock option plans;

 

   

Against restricted stock plans that do not involve any performance criteria;

 

   

For employee stock purchase plans;

 

   

On a case-by-case basis for stock appreciation rights plans;

 

   

For deferred compensation plans;

 

   

Against proposals to approve executive loans to exercise options;

 

   

Against proposals to re-price underwater options;

 

   

On a case-by-case basis regarding shareholder proposals to eliminate or restrict severance agreements, and For proposals to submit severance agreements to shareholders for approval; and Against proposals to limit executive compensation or to require executive compensation to be submitted for shareholder approval, unless, with respect to the latter submitting compensation plans for shareholder approval is required by local law or practice.

5. Mergers and Other Significant Transactions

Shareholders are asked to consider a number of different types of significant transactions, including mergers, acquisitions, sales of all or substantially all of a company’s assets, reorganizations involving business combinations and liquidations. Each of these transactions is unique. Therefore, Lazard’s Approved Guideline is to vote on each of these transactions on a case-by-case basis.

6. Social and Political Issues

Proposals involving social and political issues take many forms and cover a wide array of issues. Some examples are: adoption of principles to limit or eliminate certain business activities, or limit or eliminate business activities in certain countries; adoption of certain conservation efforts; reporting of charitable contributions or political contributions or activities; or the adoption of certain principles regarding employment practices or discrimination policies. These items are often presented by shareholders and are often opposed by the company’s management and its board of directors.

Lazard generally supports the notion that corporations should be expected to act as good citizens, but, as noted above, is obligated to vote on social and political proposals in a way that it believes will most increase shareholder value. As a result, Lazard has adopted Approved Guidelines to vote on a case-by-case basis for most social and political issue proposals. Lazard will generally vote for the approval of anti-discrimination policies.

E. Voting Non-U.S. Securities

Lazard invests in non-U.S. securities on behalf of many clients. Laws and regulations regarding shareholder rights and voting procedures differ dramatically across the world. In certain countries, the requirements or restrictions imposed before proxies may be voted may outweigh any benefit that could be realized by voting the proxies involved. For example, certain countries restrict a shareholder’s ability to sell shares for a certain period of time if the shareholder votes proxies at a meeting (a practice known as “share blocking”). In other instances, the costs of voting a proxy (i.e., by being required to send a representative to the meeting) may simply outweigh any benefit to the client

 

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if the proxy is voted. Generally, the Manager of ProxyOps will consult with Portfolio Management to determine whether they believe it is in the interest of the clients to vote the proxies. In these instances, the Proxy Committee will have the authority to decide that it is in the best interest of its clients not to vote the proxies.

There may be other instances where Portfolio Management may wish to refrain from voting proxies (S ee Section G.1. below). Due to the nature of the strategy, a decision to refrain from voting proxies for securities held by the Korea Corporate Governance strategy managed by Lazard (“KCG”), certain Japanese securities or emerging market securities will generally be determined by Portfolio Management. (S ee Section G.1. below.)

F. Conflicts of Interest

1. Overview

Lazard is required to vote proxies in the best interests of its clients. It is essential, therefore, that material conflicts of interest or the appearance of a material conflict be avoided.

Potential conflicts of interest are inherent in Lazard’s organizational structure and in the nature of its business. Following are examples of situations that could present a conflict of interest or the appearance of a conflict of interest:

 

   

Lazard Frères & Co. LLC (“LF&Co.”), Lazard’s parent and a registered broker-dealer, or an investment banking affiliate has a relationship with a company the shares of which are held in accounts of Lazard clients, and has provided services to the company with respect to an upcoming significant proxy proposal ( i.e ., a merger or other significant transaction);

 

   

Lazard serves as an investment adviser for a company the management of which supports a particular proposal, and shares of the company are held in accounts of Lazard clients;

 

   

Lazard serves as an investment adviser for the pension plan of an organization that sponsors a proposal; or

 

   

A Lazard employee who would otherwise be involved in the decision-making process regarding a particular proposal has a material relationship with the issuer or owns shares of the issuer.

2. General Policy and Consequences of Violations

All proxies must be voted in the best interest of each Lazard client, without any consideration of the interests of any other Lazard client (unrelated to the economic effect of the proposal being voted on share price), Lazard, LF&Co. or any of their Managing Directors, officers, employees or affiliates. ProxyOps is responsible for all proxy voting in accordance with this Policy after consulting with the appropriate member or members of Portfolio Management, the Proxy Committee and/or the Legal / Compliance Department. No other officers or employees of Lazard, LF&Co. or their affiliates may influence or attempt to influence the vote on any proposal. Doing so will be a violation of this Policy. Any communication between an officer or employee of LF&Co. and an officer or employee of Lazard trying to influence how a proposal should be voted is prohibited, and is a violation of this Policy. Violations of this Policy could result in disciplinary action, including letter of censure, fine or suspension, or termination of employment. Any such conduct may also violate state and Federal securities and other laws, as well as Lazard’s client agreements, which could result in severe civil and criminal penalties being imposed, including the violator being prohibited from ever working for any organization engaged in a securities business. Every officer and employee of Lazard who participates in any way in the decision-making process regarding proxy voting is responsible for considering whether they have a conflicting interest or the appearance of a conflicting interest on any proposal. A conflict could arise, for example, if an officer or employee has a family member who is an officer of the issuer or owns securities of the issuer. If an officer or employee believes such a conflict exists or may appear to exist, he or she should notify the Chief Compliance Officer immediately and, unless determined otherwise, should not continue to participate in the decision-making process.

3. Monitoring for Conflicts and Voting When a Material Conflict Exists

ProxyOps monitors for potential conflicts of interest that could be viewed as influencing the outcome of Lazard’s voting decision. Consequently, the steps that Lazard takes to monitor conflicts,

 

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and voting proposals when the appearance of a material conflict exists, differ depending on whether the Approved Guideline for the specific item is clearly defined to vote for or against, or is to vote on a case-by-case basis. Any questions regarding application of these conflict procedures, including whether a conflict exists, should be addressed to LAM’s Chief Compliance Officer or General Counsel.

a. Where Approved Guideline Is For or Against

Lazard has an Approved Guideline to vote for or against regarding most proxy agenda/proposals. Generally, unless Portfolio Management disagrees with the Approved Guideline for a specific proposal, ProxyOps votes according to the Approved Guideline. It is therefore necessary to consider whether an apparent conflict of interest exists when Portfolio Management disagrees with the Approved Guideline. ProxyOps will use its best efforts to determine whether a conflict of interest or potential conflict of interest exists. If there is no material conflict, the proxy will be voted as outlined in this Policy. If conflict appears to exist, then the proposal will be voted according to the Approved Guideline.

b. Where Approved Guideline Is Case-by-Case

In situations where the Approved Guideline is to vote case-by-case and a material conflict of interest appears to exist, Lazard’s policy is to vote the proxy item according to the recommendation of an independent source, currently ISS. The Manager of ProxyOps will use his best efforts to determine whether a conflict of interest or a potential conflict of interest may exist. If a conflict exists, and Lazard policy is to vote “case-by-case”, then ProxyOps will vote in accordance with the concurring recommendations of the two services offered by ISS, the Proxy Advisor Service and the Proxy Voter Service. If the two ISS services’ recommendations are contrary to each other, ProxyOps will obtain a recommendation from a third independent source that provides voting advisory services, and will defer to the majority recommendation. If a recommendation from the Proxy Committee approved third independent source is not available, Lazard will follow the recommendation of ISS’ Proxy Advisor service. In addition, in the event of a conflict that arises in connection with a proposal for a Lazard mutual fund, Lazard will vote shares for or against the proposal in proportion to shares voted by other shareholders.

G. Other Matters

1. Issues Relating to Management of Specific Lazard Strategies

Due to the nature of certain strategies managed by Lazard, specifically its emerging markets and KCG strategies, there may be times when Lazard believes that it may not be in the best interests of its clients to vote in accordance with the Approved Guidelines, or to vote proxies at all. In certain markets, the fact that Lazard is voting proxies may become public information, and, given the nature of those markets, may impact the price of the securities involved. With respect to the KCG strategy, Lazard may simply require more time to fully understand and address a situation prior to determining what would be in the best interests of shareholders. In these cases ProxyOps will look to Portfolio Management to provide guidance on proxy voting rather than vote in accordance with the Approved Guidelines.

Additionally, particularly with respect to certain Japanese securities, Lazard may not receive notice of a shareholder meeting in time to vote proxies for, or may simply be prevented from voting proxies in connection with, a particular meeting. Due to the compressed time frame for notification of shareholder meetings and Lazard’s obligation to vote proxies on behalf of its clients, Lazard may issue standing instructions to ISS on how to vote on certain matters.

Different strategies managed by Lazard may hold the same securities. However, due to the differences between the strategies and their related investment objectives ( e.g., the KCG strategy and an emerging-markets strategy), one Portfolio Management team may desire to vote differently than the other, or one team may desire to abstain from voting proxies while the other may desire to vote proxies. In this event, Lazard would generally defer to the recommendation of the KCG team to determine what action would be in the best interests of its clients. However, under unusual circumstances, the votes may be split between the two teams. In such event, a meeting of the Proxy Committee will be held to determine whether it would be appropriate to split the votes.

 

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2. Stock Lending

As noted in Section B above, Lazard does not generally vote proxies for securities that a client has authorized their custodian bank to use in a stock loan program, which passes voting rights to the party with possession of the shares. Under certain circumstances, Lazard may determine to recall loaned stocks in order to vote the proxies associated with those securities. For example, if Lazard determines that the entity in possession of the stock has borrowed the stock solely to be able to obtain control over the issuer of the stock by voting proxies, or if the client should specifically request Lazard to vote the shares on loan, Lazard may determine to recall the stock and vote the proxies itself. However, it is expected that this will be done only in exceptional circumstances. In such event, Portfolio Management will make this determination and ProxyOps will vote the proxies in accordance with the Approved Guidelines.

H. Review of Policy

The Proxy Committee will review this Policy at least semi-annually to consider whether any changes should be made to it or to any of the Approved Guidelines. Questions or concerns regarding the Policy should be raised with Lazard’s General Counsel or Chief Compliance Officer.

 

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