As filed with the Securities and Exchange Commission on June 29, 2021

File No. 333-256163

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

☒ Pre-Effective Amendment No. 1

☐ Post-Effective Amendment No.                 

NUVEEN MULTI-ASSET INCOME FUND

(Exact Name of Registrant as Specified in Charter)

333 West Wacker Drive

Chicago, Illinois 60606

(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

(800) 257-8787

(Area Code and Telephone Number)

Mark L. Winget

Vice President and Secretary

Nuveen Investments

333 West Wacker Drive

Chicago, Illinois 60606

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

IMPORTANT NOTICE TO SHAREHOLDERS OF

NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD),

NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)

AND

NUVEEN TAX-ADVANTAGED DIVIDEND GROWTH FUND (JTD)

[•], 2021

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

Proposal Regarding the Reorganizations

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General

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[•], 2021

NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD),

NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)

AND

NUVEEN TAX-ADVANTAGED DIVIDEND GROWTH FUND (JTD)

(EACH, A “FUND” AND COLLECTIVELY, THE “FUNDS”)

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 19, 2021

To the Shareholders:

Notice is hereby given that a Special Meeting of Shareholders (each, a “Special Meeting” and together, the “Special Meetings”) of Nuveen Diversified Dividend and Income Fund, Nuveen Tax-Advantaged Total Return Strategy Fund and Nuveen Tax-Advantaged Dividend Growth Fund (each, a “Target Fund” and together, the “Target Funds”) will be held on August 19, 2021, at 2:00 p.m., Central time, for the following purposes:

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

In light of the public health concerns regarding the coronavirus outbreak (COVID-19), the Special Meetings will be held in a virtual meeting format only, which will be conducted online via live webcast. Shareholders may attend and vote at the virtual Special Meetings by following the instructions included in the Q&A and Joint Proxy Statement/Prospectus.

Only Target Fund shareholders of record as of the close of business on May 21, 2021 (“Record Date”) are entitled to notice of and to vote at their Target Fund’s Special Meeting and any adjournments or postponements thereof.

For each Target Fund, shareholders entitled to vote at the Special Meeting are cordially invited to attend the virtual Special Meeting for their Target Fund. In order to avoid delay and additional expense for the Target Funds and to assure that your shares are represented, please vote as promptly as possible, whether or not you plan to attend your Special Meeting. You may vote by attending your Target Fund’s Special Meeting or by mail, by telephone or over the Internet.

You will be able to attend and participate in the Special Meetings online, vote your shares electronically and submit your questions during the meetings by visiting: Meetings.computershare.com/MDA67UP at the meeting date and time described in the enclosed Joint Proxy Statement/Prospectus. To participate in the Special Meetings, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. There is no physical location for the Special Meetings.

If you hold your shares through an intermediary, you will need to register at least three business days prior to the Special Meetings by following the instructions in the enclosed Joint Proxy Statement/Prospectus.

Mark L. Winget

Vice President and Secretary

The Nuveen Closed-End Funds

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The information contained in this Joint Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Joint Proxy Statement/Prospectus is not an offer to sell these securities, and it is not a solicitation of an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION,

DATED JUNE 29, 2021

NUVEEN FUNDS

333 WEST WACKER DRIVE

CHICAGO, ILLINOIS 60606

(800) 257-8787

JOINT PROXY STATEMENT/PROSPECTUS

NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD),

NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA)

NUVEEN TAX-ADVANTAGED DIVIDEND GROWTH FUND (JTD)

AND

NUVEEN MULTI-ASSET INCOME FUND (NMAI)

(EACH, A “FUND” AND COLLECTIVELY, THE “FUNDS”)

[•], 2021

This Joint Proxy Statement/Prospectus is being furnished to the shareholders of Nuveen Diversified Dividend and Income Fund (“Dividend and Income Fund”), Nuveen Tax-Advantaged Total Return Strategy Fund (“Total Return Strategy Fund”), and Nuveen Tax-Advantaged Dividend Growth Fund (“Dividend Growth Fund”) (and together with Dividend and Income Fund and Total Return Strategy Fund, the “Target Funds” and each, a “Target Fund”), each a closed-end management investment company, in connection with the solicitation of proxies by each Fund’s Board of Trustees, for use at the Special Meeting of Shareholders of each Target Fund to be held on August 19, 2021, at 2:00 p.m., Central time, and at any and all adjournments or postponements thereof (each, a “Special Meeting” and collectively, the “Special Meetings”), to consider the proposal listed below and discussed in greater detail elsewhere in this Joint Proxy Statement/Prospectus. Each Fund is organized as a Massachusetts business trust. The enclosed proxy card and this Joint Proxy Statement/Prospectus are first being sent to shareholders of the Target Funds on or about [•], 2021. Shareholders of record of the Target Funds as of the close of business on May 21, 2021 are entitled to notice of and to vote at the Special Meetings and any and all adjournments or postponements thereof. Each Fund’s Board of Trustees is referred to herein as a “Board” and each Trustee, a “Board Member.”

The Special Meetings will be held in a virtual meeting format only, which will be conducted online via live webcast. There is no physical location for the Special Meetings. If your shares are registered in your name, you will be able to attend and participate in your Target Fund’s Special Meeting online, vote your shares electronically and submit your questions during the meeting by visiting: Meetings.computershare.com/MDA67UP at the meeting date and time. To participate in your Target Fund’s Special Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box.

If your shares are held through an intermediary, you must register to participate in the virtual Special Meetings. To register to attend the Special Meetings online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your Target Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern time, three business days prior to the meeting date. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by emailing an image of your legal proxy to shareholdermeetings@computershare.com.

This Joint Proxy Statement/Prospectus explains concisely what you should know before voting on the proposal described in this Joint Proxy Statement/Prospectus or investing in Nuveen Multi-Asset Income Fund, a newly formed Massachusetts business trust (the “Multi-Asset Income Fund” or the “Acquiring Fund”) that will operate as a registered closed-end management investment company. Please read it carefully and keep it for future reference.

The securities offered by this Joint Proxy Statement/Prospectus have not been approved or disapproved by the Securities and Exchange Commission (“SEC”), nor has the SEC passed upon the accuracy or adequacy of this Joint Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

On the matter coming before each Special Meeting as to which a choice has been specified by shareholders on the accompanying proxy card, the shares will be voted accordingly where such proxy card is properly executed, timely received and not properly revoked (pursuant to the instructions below). If a proxy is returned and no choice is specified, the shares will be voted FOR the proposal. Shareholders of a Target Fund who execute proxies or provide voting instructions by telephone or by Internet may revoke them at any time before a vote is taken on the proposal by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the virtual Special Meeting and voting. A prior proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. However, merely attending a virtual Special Meeting will not revoke any previously submitted proxy.

To be approved with respect to a Target Fund, the following proposal must be approved by a majority (more than 50%) of the Target Fund’s’ outstanding common shares entitled to vote on the matter:

The Board of each Target Fund has determined that the use of this Joint Proxy Statement/ Prospectus for the Special Meetings is in the best interests of each Target Fund and its shareholders in light of the similar matters being considered and voted on by shareholders.

A quorum of shareholders is required to take action at the Special Meeting for each Target Fund. A majority (more than 50%) of the shares entitled to vote at each Special Meeting, represented in person (including participation by means of remote or “virtual” communication) or by proxy, will constitute a quorum of shareholders at that Special Meeting. Votes cast in person (including participation by means of remote or “virtual” communication) or by proxy at each Special Meeting will be tabulated by the inspectors of election appointed for that Special Meeting. The inspectors of election

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will determine whether or not a quorum is present at the Special Meeting. For purposes of holding a meeting, all properly submitted proxies, including abstentions, will be counted as present for purposes of determining whether a quorum is present. In addition, because the approval of Proposal No. 1 requires that a minimum percentage of a Target Fund’s outstanding common shares be voted in favor of the proposal, abstentions will have the same effect as a vote against the proposal.

Broker-dealer firms holding shares of a Target Fund in “street name” for the benefit of their customers and clients are generally required to request the instructions of such customers and clients on how to vote their shares before the Target Fund’s Special Meeting. The Target Funds understand that, under the rules of the New York Stock Exchange (the “NYSE”), such broker-dealer firms may, for certain “routine” matters, grant discretionary authority to the proxies designated by each Board to vote without instructions from their customers and clients if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. “Broker non-votes” are shares held by brokers or nominees, typically in “street name,” for which the broker or nominee returns a completed proxy but are not voted because instructions have not been received from beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary authority to vote such shares on a particular matter. Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. Proposal No. 1 described in this Joint Proxy Statement/Prospectus is considered a “non-routine” matter for which, under the rules of the NYSE, uninstructed shares may not be voted by broker-dealers. As a result, it is expected that there will be no broker non-votes at any Target Fund’s Special Meeting.

Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

Those persons who were shareholders of record at the close of business on May 21, 2021 will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held.

As of May 21, 2021, the shares of the Target Funds issued and outstanding are as follows:

If at least two of the Reorganizations are approved by Target Fund shareholders, the assets of those Target Funds will be combined, and the shareholders of those participating Target Funds will become shareholders of the Acquiring Fund, which will operate after the consummation of the Reorganizations as a registered closed-end management investment company with the investment objective and policies described in this Joint Proxy Statement/Prospectus.

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The following documents have been filed with the SEC and are incorporated into this Joint Proxy Statement/Prospectus by reference:

No other parts of any Target Fund’s Annual or Semi-Annual Reports are incorporated by reference herein.

Copies of the foregoing may be obtained without charge by calling (800) 257-8787 or writing the Funds at 333 West Wacker Drive, Chicago, Illinois 60606. If you wish to request a copy of the Reorganization SAI, please ask for the “Nuveen Multi-Asset Income Fund Reorganization SAI.” In addition, each Fund will furnish, without charge, a copy of its most recent Annual Report or Semi-Annual Report to a shareholder upon request. Any such request should be directed to the Funds by calling (800) 257-8787 or by writing the Funds at 333 West Wacker Drive, Chicago, Illinois 60606.

The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), and in accordance therewith file reports and other information with the SEC. Reports, proxy statements, registration statements and other information filed by the Funds, including the Registration Statement on Form N-14 relating to the common shares of the Acquiring Fund of which this Joint Proxy Statement/Prospectus is a part, may be obtained, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. You may also access reports and other information about the Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. Reports, proxy statements and other information concerning the Funds can also be inspected at the offices of the NYSE, 11 Wall Street, New York, New York 10005.

This Joint Proxy Statement/Prospectus serves as a prospectus of the Acquiring Fund in connection with the issuance of the Acquiring Fund common shares in the Reorganizations. In this connection, no person has been authorized to give any information or make any representation not contained in this Joint Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Joint Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

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JOINT PROXY STATEMENT/PROSPECTUS

[•], 2021

NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND (JDD),

NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND (JTA),

NUVEEN TAX-ADVANTAGED DIVIDEND GROWTH FUND (JTD)

AND

NUVEEN MULTI-ASSET INCOME FUND (NMAI)

(EACH, A “FUND” AND COLLECTIVELY, THE “FUNDS”)

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PROPOSAL NO. 1—REORGANIZATION OF EACH TARGET FUND INTO

THE ACQUIRING FUND

(SHAREHOLDERS OF EACH TARGET FUND)

The following is a summary of certain information contained elsewhere in this Joint Proxy Statement/Prospectus with respect to the proposed Reorganizations. More complete information is contained elsewhere in this Joint Proxy Statement/Prospectus and in the Reorganization SAI and the appendices hereto and thereto. Shareholders should read the entire Joint Proxy Statement/Prospectus carefully.

Background and Reasons for the Reorganizations

At a meeting held on April 22, 2021, the Board of each Target Fund, each Board comprised solely of independent Board Members, approved a proposal to reorganize the Target Funds into the Acquiring Fund, a newly formed Massachusetts business trust that will operate after the consummation of the Reorganizations as a registered closed-end management investment company. The Acquiring Fund will be managed in accordance with a new dynamic multi-asset income strategy.

Based on information provided by Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors” or the “Adviser”), a subsidiary of Nuveen, LLC (“Nuveen”) and the Funds’ investment adviser, each Target Fund’s Board believes that the Reorganizations may benefit such Fund’s shareholders in a number of ways, including, among other things:

In addition to customary closing conditions that include approval by Target Fund shareholders, the closing of each Target Fund’s Reorganization is contingent upon at least one other Target Fund obtaining the requisite shareholder approval and satisfying (or obtaining the waiver of) other closing conditions. If only one Target Fund’s shareholders approve the Reorganization of their Fund, none of the Reorganizations will take place. If the Reorganization with respect to a Target Fund is not

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consummated, the Target Fund’s Board may take such actions as it deems in the best interests of such Target Fund, including continuing to operate the Target Fund as a stand-alone fund. For a discussion of the Boards’ considerations regarding the approval of the Reorganizations, see “C. Information About the Reorganizations—Reasons for the Reorganizations.”

Material Federal Income Tax Consequences of the Reorganizations

As a non-waivable condition to closing, each Target Fund will receive, with respect to its Reorganization, an opinion of Vedder Price P.C., subject to certain representations, assumptions and conditions, substantially to the effect that the proposed Reorganization will qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, it is expected that the Target Funds will generally not recognize gain or loss for federal income tax purposes as a direct result of the Reorganizations. It is also expected that shareholders of a Target Fund who receive Acquiring Fund shares pursuant to a Reorganization will recognize no gain or loss for federal income tax purposes as a result of such exchange, except to the extent a common shareholder of a Target Fund receives cash in lieu of a fractional Acquiring Fund common share. Prior to the closing of the Reorganizations, each Target Fund expects to declare a distribution of at least all of its net investment income and net capital gains, if any. All or a portion of such a distribution made by a Target Fund may be taxable to that Target Fund’s shareholders who are subject to federal income tax.

If all three Reorganizations had occurred as of December 31, 2020, Dividend and Income Fund, Total Return Strategy Fund and Dividend Growth Fund would have sold 60%, 81% and 53%, respectively, of their portfolio assets (based on managed assets) prior to their Reorganizations. After the Reorganizations are completed, the Acquiring Fund may sell additional portfolio assets received from the Target Funds depending on numerous factors, including market conditions, the availability of capital loss carryforwards and the impact on distributions to Acquiring Fund shareholders. The actual tax effect of such sales will depend on the difference between the price at which such portfolio assets are sold and the tax basis in such assets and the holding period of such assets. Any capital gains recognized in any such sales on a net basis, after reduction for available capital losses, will be a taxable distribution to shareholders of the applicable Fund who are subject to federal income tax. It is currently expected that any such capital gains realized by a Target Fund in connection with the sale of portfolio assets prior to its Reorganization will be offset by capital losses and/or capital loss carryforwards. However, to the extent that portfolio investments of the Acquiring Fund are sold after the Reorganizations, the Acquiring Fund may recognize gains or losses, which may result in taxable distributions to shareholders of the Acquiring Fund (which will include former shareholders of the Target Funds who hold Acquiring Fund shares after the Reorganizations). The Acquiring Fund may seek to sell portfolio securities of the Target Funds over one or more tax years to minimize the tax impact of such sales in any given year. In addition, any such portfolio repositioning will result in transaction costs, such as brokerage commissions and bid/ask spreads, payable by the applicable Fund.

If all three Reorganizations had occurred as of December 31, 2020, it is estimated that each Target Fund would have borne the repositioning costs as set forth below in connection with the sale of portfolio assets prior to the Reorganizations, based upon average transaction costs normally paid on the types of assets the Target Funds expect to sell. Actual market prices and transaction costs may vary significantly at the time of sale and will depend on market conditions at that time. The attractiveness of various asset

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classes may change, sometimes substantially, between the date of this Joint Proxy Statement/Prospectus and the closing of the Reorganizations, resulting in more or less turnover than shown.

Investment Objectives and Policies. Each Fund’s investment objective(s) and a summary of the Fund’s principal investment strategies are set forth in the table below. The Funds’ investment objectives, policies and strategies are similar but there are certain differences.

All of the Funds have investment objectives that focus on the pursuit of total return, comprised of income or distributions and capital appreciation. However, the investment objective of Total Return Strategy Fund additionally emphasizes the pursuit of tax-advantaged dividend income. Dividend and Income Fund’s investment objectives are high current income and total return. Total Return Strategy Fund’s investment objective is to achieve a high level of after-tax total return, consisting primarily of tax-advantaged dividend income and capital appreciation. Dividend Growth Fund’s investment objective is to provide an attractive level of distributions and capital appreciation.

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In addition, although there are certain similarities between the Funds’ principal investment strategies, there are also certain differences. Each of the Funds pursues its investment objective(s) by allocating its assets across multiple strategies and asset classes. The Acquiring Fund will employ a dynamic multi-asset income strategy that may invest in a portfolio of equity and debt securities of issuers located around the world. The Acquiring Fund may invest in equity and debt securities of any type. Accordingly, the allocation of the Acquiring Fund’s assets across strategies and asset classes may change over time. This strategy is designed to improve diversification and take into account changing market conditions.

In contrast, each Target Fund utilizes a static asset allocation strategy that generally takes a long-term view that does not change based on prevailing market conditions. Dividend and Income Fund utilizes equity and debt strategies focused on providing current income, total return and reducing U.S. interest rate sensitivity, and Total Return Strategy Fund and Dividend Growth Fund each primarily invest in common stocks whose dividends may be eligible for favorable income tax treatment.

The Acquiring Fund has a broader investment mandate than the Target Funds and may invest in a broader range of security types, use a broader range of investment techniques and have exposure to a broader range of geographic regions than the Target Funds, and the Acquiring Fund has the ability to adapt its asset allocations to changing market environments from both a risk and return standpoint. In addition, although all of the Funds have the same investment adviser and use some of the same sub-advisers, the Acquiring Fund will utilize certain Nuveen-affiliated sub-advisers that are not currently sub-advisers to the Target Funds, and the Target Fund sub-advisers that are not Nuveen-affiliated will not serve as sub-advisers of the Acquiring Fund. The Acquiring Fund may allocate its assets to any investment strategy offered by its sub-advisers. Accordingly, the individual portfolio managers managing the various investment strategies available to the Acquiring Fund include individuals who do not serve as portfolio managers to the Target Funds and may change over time. The individuals who will be responsible for the asset allocation strategy of the Acquiring Fund are not currently named portfolio managers of any Target Fund.

An investment in the Acquiring Fund is not intended as, and you should not construe it to be, a complete investment program. There can be no assurance that the Acquiring Fund’s investment objective will be achieved or that the Acquiring Fund’s investment program will be successful.

“Managed Assets” mean the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the express purpose of creating leverage). Total assets for this purpose shall include assets attributable to a Fund’s use of leverage (whether or not those assets are reflected in the Fund’s financial statements for purposes of generally accepted accounting principles), and derivatives will be valued at their market value.

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The Acquiring Fund will employ a dynamic asset allocation strategy in seeking to achieve the Fund’s investment objective. Nuveen Asset Management will implement the Acquiring Fund’s asset allocation strategy by considering factors such as risk and return outlook when allocating the Fund’s assets among equity and debt investment strategies. The relative allocations of the Acquiring Fund’s Managed Assets for investment between equity and debt securities, and relative allocations to the different types of equity and income strategies, will vary from time to time consistent with the Acquiring Fund’s investment objective.

Portfolio Turnover. The portfolio turnover of the Acquiring Fund is expected to be higher than the historical portfolio turnover rates of each Target Fund due to the dynamic asset allocation strategy of the Acquiring Fund.

Leverage. As of December 31, 2020, 2019 and 2018, each Target Fund employed leverage through the use of bank borrowings. Certain important ratios related to each Target Fund’s use of leverage for the last three fiscal years ended December 31 are set forth in the tables below. The Acquiring Fund currently expects to employ leverage through bank borrowings. Initially, the Acquiring Fund’s use of leverage is expected to be generally consistent with the range of leverage historically used by the Target Funds.

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Board Members and Officers. The Target Funds have the same Board Members and officers, and these same individuals will serve as Board Members and officers of the Acquiring Fund. The management of each Fund, including general supervision of the duties performed by the Adviser under an investment management agreement between the Adviser and such Fund (each, an “Investment Management Agreement”), is the responsibility of its Board. Each Fund currently has twelve (12) Board Members, each of whom is not considered an “interested person,” as defined in the 1940 Act (referred to herein as “Independent Board Members”). The names and business addresses of the Board Members and officers of the Funds and their principal occupations and other affiliations during the past five years are set forth under “Management of the Acquiring Fund—Board Members and Officers” in the SAI.

Pursuant to each Fund’s by-laws, the Board of each Fund is divided into three classes (Class I, Class II and Class III) with staggered multi-year terms, such that only the members of one of the three classes stand for election each year. The staggered board structure could delay for up to two years the election of a majority of the Board of each Fund.

Investment Adviser. Nuveen Fund Advisors, LLC (previously defined as “Nuveen Fund Advisors” or the “Adviser”) is the investment adviser to each Target Fund and will serve as the investment adviser to the Acquiring Fund following the Reorganizations, in each case pursuant to separate Investment Management Agreements. Under the terms of the Investment Management Agreements, Nuveen Fund Advisors is responsible for overseeing each Fund’s overall investment strategy, including the use of leverage, and its implementation. Nuveen Fund Advisors also is responsible for the ongoing monitoring of any sub-adviser to the Funds, managing each Fund’s business affairs and providing certain clerical, bookkeeping and other administrative services to the Funds. Nuveen Fund Advisors is located at 333 West Wacker Drive, Chicago, Illinois 60606.

Nuveen Fund Advisors, a registered investment adviser, is a subsidiary of Nuveen, LLC (“Nuveen”), the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). TIAA is a life insurance company founded in 1918 by the Carnegie Foundation for the Advancement of Teaching and is the companion organization of College Retirement Equities Fund. As of March 31, 2021, Nuveen managed approximately $1.2 trillion in assets, of which approximately $169.5 billion was managed by Nuveen Fund Advisors.

Pursuant to each Investment Management Agreement, each Fund has agreed to pay an annual management fee for the overall advisory and administrative services and general office facilities

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provided by Nuveen Fund Advisors. Each Fund’s management fee 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 of Nuveen-branded closed- and open-end registered investment companies organized in the U.S., and a specific fund-level fee, based only on the amount of assets of such Fund. This pricing structure enables Fund shareholders to benefit from growth in the assets within each individual Fund as well as from growth of complex-wide assets managed by Nuveen Fund Advisors.

The tables below set forth the annual fund-level management fee rates for the Target Funds and the Acquiring Fund. Each Fund’s fund-level management fee rate schedule provides for reduced management fee rates applicable to the Fund’s Managed Assets that are above specified breakpoints set forth in the schedule below. Each Fund’s fund-level management fee is calculated and payable monthly.

The management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. Each Fund pays all of its other costs and expenses of its operations, including compensation of its Board Members (other than those affiliated with the Adviser), custodian, transfer agency and dividend disbursing expenses, legal fees, expenses of independent auditors, expenses of repurchasing shares, expenses of issuing any preferred shares, expenses of preparing, printing and distributing shareholder reports, notices, proxy statements and reports to governmental agencies, listing fees and taxes, if any.

The fund-level management fee schedule applicable to the Acquiring Fund will be the same as the current fund-level management fee schedule applicable to Dividend and Income Fund and Total Return Strategy Fund but will provide for a lower fund-level management fee rate at all asset levels than the current fund-level management fee schedule applicable to Dividend Growth Fund. The effective fund-level management fee rate as a percentage of average daily Managed Assets for the

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Acquiring Fund will potentially be lower than the current effective fund-level management fee rate for each Target Fund due to the combination of the assets of the Target Funds and the Acquiring Fund’s ability to benefit from available breakpoints in the fund-level management fee schedule that reduce the effective fund-level management fee rate as Managed Assets increase in size. In addition, the effective fund-level management fee rate as a percentage of average daily Managed Assets for the Acquiring Fund will be lower than the current effective fund-level management fee rate for Dividend Growth Fund due to the Acquiring Fund’s lower fund-level management fee rate at all asset levels.

Each Fund also pays a complex-level fee to Nuveen Fund Advisors, which is payable monthly and is in addition to the fund-level fee. The complex-level fee is based on the aggregate daily amount of eligible assets for all Nuveen branded closed and open-end registered investment companies organized in the United States, as stated in the table below. As of December 31, 2020, the complex-level fee rate for each Target Fund was 0.1557%.

The annual complex-level fee for each Fund, payable monthly, is calculated by multiplying the current complex-wide fee rate, determined according to the following schedule by a Fund’s daily managed assets:

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Sub-Advisers. Nuveen Fund Advisors has selected the following registered investment advisers to serve as sub-advisers to the Target Funds and the Acquiring Fund (following the Reorganizations) as set forth below (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”):

Nuveen Asset Management. Nuveen Asset Management serves as a sub-adviser to each Target Fund pursuant to separate sub-advisory agreements between Nuveen Fund Advisors and Nuveen Asset Management (each, a “Target Fund Sub-Advisory Agreement”). Nuveen Fund Advisors has also selected Nuveen Asset Management to serve as a sub-adviser to the Acquiring Fund following the Reorganizations pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Nuveen Asset Management (an “Acquiring Fund Sub-Advisory Agreement”).

Nuveen Asset Management, a registered investment adviser, will be responsible for implementing the Acquiring Fund’s dynamic asset allocation strategy and allocating the Acquiring Fund’s assets among the Fund’s Sub-Advisers, which include Nuveen Asset Management. Nuveen Asset Management also manages the investment of the Funds’ assets allocated to it on a discretionary basis, subject to the supervision of Nuveen Fund Advisors and the asset allocation team of Nuveen Asset Management.

Nuveen Asset Management is a wholly owned subsidiary of Nuveen Fund Advisors. The business address of Nuveen Asset Management is 333 West Wacker Drive, Chicago, Illinois 60606.

NWQ. NWQ serves as a sub-adviser to each Target Fund pursuant to separate sub-advisory agreements between Nuveen Fund Advisors and NWQ (each, a “Target Fund Sub-Advisory Agreement”). Nuveen Fund Advisors has also selected NWQ to serve as a sub-adviser to the Acquiring Fund following the Reorganizations pursuant to a sub-advisory agreement between Nuveen Fund Advisors and NWQ (an “Acquiring Fund Sub-Advisory Agreement”). NWQ, a registered investment

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adviser, manages the investment of the Funds’ assets allocated to it on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. NWQ is an affiliate of Nuveen. The business address of NWQ is 2029 Century Park East, Suite 1600, Los Angeles, California 90067.

Security Capital. Security Capital serves as a sub-adviser to Dividend and Income Fund pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Security Capital (a “Target Fund Sub-Advisory Agreement”). Security Capital, a registered investment adviser, manages the investment of Dividend and Income Fund’s assets allocated to it on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. Security Capital is organized as a Delaware corporation and is a wholly-owned subsidiary of JP Morgan Asset Management Holdings, Inc., a wholly-owned subsidiary of JP Morgan Chase & Co. The business address of Security Capital is 10 South Dearborn Street, Suite 1400, Chicago, Illinois 60603.

Wellington. Wellington serves as a sub-adviser to Dividend and Income Fund pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Wellington (a “Target Fund Sub-Advisory Agreement”). Wellington, a registered investment adviser, manages the investment of Dividend and Income Fund’s assets allocated to it on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. Wellington is organized as a Massachusetts limited liability partnership. Wellington is a professional investment counseling firm which provides services to investment companies, employee benefit plans, endowments, foundations and other institutions. The business address of Wellington is 280 Congress Street, Boston, Massachusetts 02210.

Santa Barbara. Santa Barbara serves as a sub-adviser to Dividend Growth Fund pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Santa Barbara (a “Target Fund Sub-Advisory Agreement”). Nuveen Fund Advisors has also selected Santa Barbara to serve as a sub-adviser to the Acquiring Fund following the Reorganizations pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Santa Barbara (an “Acquiring Fund Sub-Advisory Agreement”). Santa Barbara, a registered investment adviser, manages the investment of the applicable Funds’ assets allocated to it on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. Santa Barbara is an affiliate of Nuveen. The business address of Santa Barbara is 2029 Century Park East, Suite 1600, Los Angeles, California 90067.

Teachers Advisors. Nuveen Fund Advisors has selected Teachers Advisors to serve as a sub-adviser to the Acquiring Fund following the Reorganizations pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Teachers Advisors (an “Acquiring Fund Sub-Advisory Agreement”). Teachers Advisors will manage the investment of the Acquiring Fund’s assets allocated to it on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. Teachers Advisors is an indirect wholly owned subsidiary of TIAA and an affiliate under common control with Nuveen. Teachers Advisors is organized as a Delaware limited liability company. Teachers Advisors provides its services to a wide range of client types including registered investment companies (including open-end and closed-end funds), institutional asset management businesses (including unregistered investment funds, separately managed accounts, insurance company separate accounts, insurance company general accounts, and pension plans) and other clients. The business address of Teachers Advisors is 730 Third Avenue, New York, New York 10017.

Winslow. Nuveen Fund Advisors has selected Winslow to serve as a sub-adviser to the Acquiring Fund following the Reorganizations pursuant to a sub-advisory agreement between Nuveen Fund Advisors and Winslow (an “Acquiring Fund Sub-Advisory Agreement”). Winslow will manage

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the investment of the Acquiring Fund’s assets allocated to it on a discretionary basis, subject to the supervision of Nuveen Fund Advisors. Winslow specializes in growth investing through its domestic equity investments, international equity investments, and alternative investments strategies. Winslow is an affiliate of Nuveen. The business address of Winslow is 4400 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402.

The Target Fund Sub-Advisory Agreements and the Acquiring Fund Sub-Advisory Agreements may individually be referred to as a “Sub-Advisory Agreement” and collectively referred to as “Sub-Advisory Agreements.”

Sub-Advisory Fees. For the services provided to each Target Fund pursuant to its Sub-Advisory Agreements, Nuveen Fund Advisors pays each Sub-Adviser a fee, payable monthly, calculated as set forth below. For the services to be provided to the Acquiring Fund pursuant to its Sub-Advisory Agreements, Nuveen Fund Advisors will pay each Sub-Adviser a fee, payable monthly, equal to 35% of the management fee (net of applicable breakpoints, waivers and reimbursements) paid by the Acquiring Fund to Nuveen Fund Advisors with respect to the Acquiring Fund assets managed by the Sub-Adviser.

In addition, pursuant to the Acquiring Fund Sub-Advisory Agreement between the Adviser and Nuveen Asset Management, Nuveen Asset Management is also compensated for employing the Acquiring Fund’s dynamic asset allocation strategy and allocating the Fund’s assets among the various Sub-Advisers. For its role in implementing the Acquiring Fund’s dynamic asset allocation strategy, Nuveen Asset Management receives a fee, payable monthly, equal to 15% of the management fee (net of applicable breakpoints, waivers and reimbursements) paid by the Acquiring Fund to Nuveen Fund Advisors with respect to all Acquiring Fund assets.

Dividend and Income Fund

For each Sub-Adviser to Dividend and Income Fund, the sub-advisory fee is calculated as a percentage of the net management fee (net of applicable breakpoints, waivers and reimbursements) paid by the Fund to Nuveen Fund Advisors with respect to the Fund’s net assets (including net assets attributable to preferred shares and the principal amount of any borrowings, if any) allocated to the Sub-Adviser in accordance with the following schedules:

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Total Return Strategy Fund

For each Sub-Adviser to Total Return Strategy Fund, the sub-advisory fee is calculated as a percentage of the net management fee (net of applicable breakpoints, waivers and reimbursements) paid by the Fund to Nuveen Fund Advisors with respect to the Fund’s net assets (including net assets attributable to preferred shares and the principal amount of any borrowings, if any) allocated to the Sub-Adviser in accordance with the following schedules:

Dividend Growth Fund

For Dividend Growth Fund, the sub-advisory fee payable to Nuveen Asset Management is equal to 10.0000% of the net management fee (net of applicable breakpoints, waivers and reimbursements) paid by the Fund to Nuveen Fund Advisors, and the sub-advisory fee payable to NWQ is calculated as 0.3250% of the Fund’s net assets (including net assets attributable to preferred shares and the principal amount of any borrowings, if any) allocated to the Sub-Adviser.

In addition, pursuant to the Acquiring Fund Sub-Advisory Agreement between the Adviser and Nuveen Asset Management, Nuveen Asset Management is also compensated for employing the Acquiring Fund’s dynamic asset allocation strategy and allocating the Fund’s assets among the various Sub-Advisers. For its role in implementing the Acquiring Fund’s dynamic asset allocation strategy,

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Nuveen Asset Management receives a fee, payable monthly, equal to 15% of the management fee (net of applicable breakpoints, waivers and reimbursements) paid by the Acquiring Fund to Nuveen Fund Advisors with respect to all Acquiring Fund assets.

Nuveen Fund Advisors and each Sub-Adviser retain the right to reallocate investment advisory responsibilities and fees between themselves in the future.

Term and Termination of the Investment Advisory Agreements and the Sub-Advisory Agreements. Unless earlier terminated as described below, each Target Fund’s Investment Management Agreement with Nuveen Fund Advisors and Sub-Advisory Agreements with its respective Sub-Advisers will remain in effect until August 1, 2022. If the Reorganizations are completed, the Acquiring Fund will enter into an Investment Management Agreement with Nuveen Fund Advisors and Sub-Advisory Agreements with Nuveen Asset Management, NWQ, Santa Barbara, Teachers Advisors, and Winslow, each of which will have an initial term of no longer than two years. After these dates, each Fund’s Investment Management Agreement and Sub-Advisory Agreements will continue in effect from year to year so long as such continuation is approved at least annually by: (1) the Board or the vote of a majority of the outstanding voting securities of the Acquiring Fund; and (2) a majority of the Independent Board Members who are not interested persons of any party to the applicable Investment Management Agreement and Sub-Advisory Agreement, cast in person at a meeting called for the purpose of voting on such approval. Each Investment Management Agreement and Sub-Advisory Agreement may be terminated at any time, without penalty, by either the Acquiring Fund, or the applicable investment adviser or sub-adviser upon 60 days’ written notice, and is automatically terminated in the event of its assignment, as defined in the 1940 Act.

A discussion of the basis for the Board’s most recent approval of the Investment Management Agreement and Sub-Advisory Agreements for each Target Fund will be available in that Target Fund’s Semi-Annual Report for the period ended June 30, 2021. If the Reorganizations are completed, a discussion of the basis for the Board’s approval of the Acquiring Fund’s Investment Management Agreement and Sub-Advisory Agreements will be included in the Acquiring Fund’s first Annual Report or Semi-Annual Report.

Portfolio Management. Each Fund’s Sub-Advisers manage the assets of the Fund that are allocated to it using a team of analysts and portfolio managers. Each Target Fund’s portfolio managers that are primarily responsible for the day-to-day management of one or more of the Fund’s investment strategies are set forth below, accompanied by a description of each portfolio manager’s experience and education. For the Acquiring Fund, the portfolio managers responsible for the dynamic asset allocation strategy are set forth below, accompanied by a description of each portfolio manager’s experience and education.

Target Funds

Nuveen Asset Management

Dividend and Income Fund; Total Return Strategy Fund. Scott Caraher is head of senior loans and responsible for retail and institutional bank loan-focused portfolio management and co-portfolio manager on the firm’s Long-Short Credit Strategy. When Scott joined Nuveen affiliate Symphony Asset Management in 2002, he was a gaming and industrials analyst providing long and short credit ideas to the investment team up and down the capital structure. Scott began trading loans for the platform in

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2003 and in 2005 was named an associate portfolio manager on the firm’s loan strategies. He became the lead portfolio manager on the firm’s loan strategies in 2008. Prior to joining the firm, Scott was an investment banking analyst in the industrial group at Deutsche Banc Alex Brown in New York.

Dividend Growth Fund. David Friar, Portfolio Manager (since 2000) of Nuveen Asset Management. He is a portfolio manager for Nuveen’s multi-asset portfolio management team. Additionally, he is a member of the investment team responsible for several other quantitative products, including the equity option overwrite strategies. David joined the firm in 1999 as a member of the performance measurement group. Before his role in portfolio management, he provided quantitative analysis for equity portfolios and constructed quantitatively driven portfolios for institutional and taxable clients. David graduated with a B.S. in Finance from Metropolitan State University.

NWQ

Total Return Strategy Fund; Dividend Growth Fund. Susi Budiman, CFA, FRM, Managing Director and Co-Head of Fixed Income, Portfolio Manager/Analyst. Prior to joining NWQ in 2006, Susi was Portfolio Manager for China Life Insurance Company, Ltd. in Taiwan where she managed multi-sector and multi-currency fixed income portfolios with responsibility for over $1.8 billion in assets under management. Prior to that, she was a currency exchange sales associate at Fleet National Bank in Singapore covering Asian, Euro and other major currencies.

Dividend and Income Fund; Total Return Strategy Fund; Dividend Growth Fund. Thomas J. Ray, CFA, Managing Director, Co-Head of Fixed Income, Portfolio Manager/Analyst. Prior to joining NWQ in 2015, Tom was a Private Investor. Prior to that, he served as Chief Investment Officer, President and founding member of Inflective Asset Management, a boutique investment firm specializing in convertible securities. Prior to founding Inflective, Tom also served as portfolio manager at Transamerica Investment Management. Tom graduated from University of Wisconsin with a B.B.A. in Finance, Investment & Banking and an M.S. in Finance. He holds the Chartered Financial Analyst designation and is a member of the CFA Institute.

Dividend and Income Fund; Total Return Strategy Fund. James T. Stephenson, CFA, Managing Director, Portfolio Manager and Equity Analyst. Prior to joining NWQ in 2006, Jim spent seven years at Bel Air Investment Advisors, LLC, formerly a State Street Global Advisors Company, where he was a Managing Director and Partner. Most recently, Jim was Chairman of the firm’s Equity Policy Committee and the Portfolio Manager for Bel Air’s Large Cap Core and Select strategies. Previous to this, he spent five years as an Analyst and Portfolio Manager at ARCO Investment Management Company. Prior to that, he was an Equity Analyst at Trust Company of the West. Jim received his B.B.A. and M.S. in Business from the University of Wisconsin-Madison, where he participated in the Applied Security Analysis Program. In addition, he earned the designation of Chartered Financial Analyst in 1993 and is a member of the CFA Institute and the Los Angeles Society of Financial Analysts.

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Santa Barbara

Dividend Growth Fund. David A. Chalupnik, CFA, Co-Head of Santa Barbara and Portfolio Manager, Head of Nuveen U.S. Active Equities Portfolio Management. David oversees all portfolio management activities for Nuveen’s actively managed U.S. equities strategies. He is the lead portfolio manager for several core and value-focused equities strategies and related institutional portfolios. David also manages several Santa Barbara Dividend Growth strategies. Prior to joining the firm in 2002, David served as chief investment officer for Duff & Phelps Investment Management Company. David was also head of the equity investment division of Allstate Insurance Company. He began working in the investment industry in 1984. David graduated with a B.S. in Commerce and an M.B.A. from DePaul University. He holds the CFA designation and is a member of the CFA Institute.

Dividend Growth Fund. David S. Park, CFA, CPA—Co-Head of Santa Barbara, Portfolio Manager and Director of Research. Prior to joining the firm in 2011, David was an equity analyst at HighMark Capital Management, focusing on consumer, technology, telecom and industrials. Preceding this, he held several positions in finance and transactions as a manager for M&A Transaction Support at Ernst & Young, senior analyst at Move, Inc. and as a senior associate at PricewaterhouseCoopers. David graduated with a B.A. from the University of California, Los Angeles and an M.B.A. from New York University, Leonard N. Stern School of Business. David holds the CFA designation and is a Certified Public Accountant.

Security Capital

Dividend and Income Fund. Anthony R. Manno Jr. is CEO, President and Chief Investment Officer of Security Capital Research & Management Incorporated. He is Chairman, President and Managing Director of SC-Preferred Growth LLC. Prior to joining Security Capital in 1994, Mr. Manno spent 14 years with LaSalle Partners Limited as a Managing Director, responsible for real estate investment banking activities. Mr. Manno began his career in real estate finance at The First National Bank of Chicago and has 47 years of experience in the real estate investment business. He received an MBA in Finance with honors (Beta Gamma Sigma) from the University of Chicago and graduated Phi Beta Kappa from Northwestern University with a BA and MA in Economics. Mr. Manno is a Certified Public Accountant and was awarded an Elijah Watt Sells Award and is a recipient of the President’s Call to Service Award, December 2008.

Dividend and Income Fund. Kenneth D. Statz is a Managing Director and Senior Market Strategist of Security Capital Research & Management Incorporated where he is responsible for the development and implementation of portfolio investment strategy. Prior to joining Security Capital in 1995, Mr. Statz was a Vice President in the Investment Research Department of Goldman, Sachs & Co., concentrating on research and underwriting for the REIT industry. Previously, he was a REIT Portfolio Manager and a Managing Director of Chancellor Capital Management. Mr. Statz has 39 years of experience in the real estate securities industry and received an MBA and a BBA in Finance from the University of Wisconsin.

Dividend and Income Fund. Kevin W. Bedell is a Managing Director of Security Capital Research & Management Incorporated where he directs the Investment Analysis Team, which provides in-depth proprietary research on publicly listed companies. Prior to joining Security Capital in 1996, Mr. Bedell spent nine years with LaSalle Partners Limited where he was Equity Vice President and Portfolio Manager, with responsibility for strategic, operational and financial management of a private

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real estate investment trust with commercial real estate investments in excess of $1 billion. Mr. Bedell has 33 years of experience in the real estate securities industry and received an MBA in Finance from the University of Chicago and a BA from Kenyon College.

Dividend and Income Fund. Nathan J. Gear, CFA, is an Executive Director of Security Capital Research & Management Incorporated where, as a senior member of the Investment Analysis Team, he leads the fundamental analysis and pricing of REIT fixed income senior securities. Prior to joining Security Capital in 2006, Mr. Gear was involved in the underwriting and analysis of real estate loans for JPMorgan. Mr. Gear received his BS with honors from Pensacola Christian College and is a member of the Chartered Financial Analyst Institute.

Wellington

Dividend and Income Fund. James W. Valone, CFA, Senior Managing Director and Fixed Income Portfolio Manager, joined Wellington as an investment professional in 1999. He will retire effective December 31, 2021.

Dividend and Income Fund. Kevin Murphy, Senior Managing Director and Fixed Income Portfolio Manager, joined Wellington as an investment professional in 2016.

Acquiring Fund

Nuveen Asset Management

Nathan Shetty, CFA, oversees Nuveen’s Multi-Asset team. Nathan joined the firm from UBS, where he was global co-head of portfolio management for Investment Solutions. Prior to that, he launched the Investment Solutions group at Mesirow Financial after having been a senior portfolio manager in the currency group. Prior to that, he was at Pareto Partners. He started in the industry in 2001. Nathan graduated with a Master of Science in Communication from Northwestern University, an M.B.A. from the University of Chicago and a Master of Science in Statistics from Texas A&M. He holds the CFA designation and FRM certification from the Global Association of Risk Professionals.

Anurag Dugar is a portfolio manager on Nuveen’s Multi-Asset portfolio management team. Prior to joining Nuveen in July 2017, Anurag worked at BlackRock where his primary responsibilities were portfolio management, multi-asset investment research and construction of model portfolios and investment solutions. Prior to BlackRock, Anurag worked at Mellon Capital Management as a senior research analyst in the Multi-Asset research group where he researched and developed fixed income models and strategies that were used in Mellon’s Global Fixed Income Hedge Fund and Global Opportunities Hedge Fund. Anurag graduated with a Masters in Computer Engineering from Texas A&M University and a Masters in Financial Engineering from University of California, Berkeley.

Additional information regarding the compensation, other accounts managed and ownership of securities of the portfolio managers of the Acquiring Fund is contained in the Reorganization SAI.

Comparative Risk Information

Risk is inherent in all investing. Investing in the Funds involves risk, including the risk that you may receive little or no return on your investment or that you may even lose part or all of your

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investment. An investment in the Funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Before you invest in a Fund, you should consider its principal risks.

The Acquiring Fund has a broader investment mandate than the Target Funds and will dynamically invest in a portfolio of equity and debt securities of issuers located around the world. This dynamic investment strategy uses a risk-based framework in which any amount can be allocated to an asset-class at any time. The Acquiring Fund may invest in equity and debt securities of any type. The Acquiring Fund may invest in a broader range of security types, use a broader range of investment techniques and have exposure to a broader range of geographic regions than the Target Funds. The Acquiring Fund may also use a broader range of derivatives relative to the Target Funds. Therefore, the Acquiring Fund is generally subject to the same types of principal investment risks as those of the Target Funds, and is also subject to principal investment risks that do not apply to an investment in the Target Funds. Without limitation, the Acquiring Fund is expected to have greater exposure to non-dividend paying common stocks and may have greater exposure to foreign securities. Because of its dynamic allocation strategy, the Acquiring Fund is subject to a higher degree of allocation risk and multi-manager risk.

The principal risks of investing in the Funds are described in more detail below. See “B. Risk Factors.”

Comparative Expense Information

The purpose of the comparative fee tables below is to assist you in understanding the various fees and expenses of investing in common shares of the Funds. The information in the tables reflect the fees and expenses for each Target Fund’s fiscal year ended December 31, 2020 and the pro-forma expenses for the twelve months ended December 31, 2020 for the Acquiring Fund under the following scenarios in which, pursuant to the requirements of the Agreement, at least two of the three proposed Reorganizations are completed:

The assets of the Funds will vary based on market conditions and other factors and may vary significantly during volatile market conditions. The figures in the Example are not necessarily indicative of past or future expenses, and actual expenses may be greater or less than those shown. The Funds’ actual rates of return may be greater or less than the hypothetical 5% annual return shown in the Example.

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1. Comparative Fee Table⁽¹⁾—Reorganizations of Dividend and Income Fund, Total Return Strategy Fund, and Dividend Growth Fund

Example: The following examples illustrate the expenses that a common shareholder would pay on a $1,000 investment that is held for the time periods provided in the table. The examples assume that all dividends and other distributions are reinvested and that Total Annual Operating Expenses remain the same. The examples also assume a 5% annual return. The examples should not be considered a representation of future expenses. Actual expenses may be greater or lesser than those shown.

2. Comparative Fee Table⁽¹⁾—Reorganizations of Dividend and Income Fund and Total Return Strategy Fund

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Example: The following examples illustrate the expenses that a common shareholder would pay on a $1,000 investment that is held for the time periods provided in the table. The examples assume that all dividends and other distributions are reinvested and that Total Annual Operating Expenses remain the same. The examples also assume a 5% annual return. The examples should not be considered a representation of future expenses. Actual expenses may be greater or lesser than those shown.

3. Comparative Fee Table⁽¹⁾—Reorganizations of Dividend and Income Fund and Dividend Growth Fund

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Example: The following examples illustrate the expenses that a common shareholder would pay on a $1,000 investment that is held for the time periods provided in the table. The examples assume that all dividends and other distributions are reinvested and that Total Annual Operating Expenses remain the same. The examples also assume a 5% annual return. The examples should not be considered a representation of future expenses. Actual expenses may be greater or lesser than those shown.

4. Comparative Fee Table⁽¹⁾—Reorganizations of Total Return Strategy Fund and Dividend Growth Fund

Example: The following examples illustrate the expenses that a common shareholder would pay on a $1,000 investment that is held for the time periods provided in the table. The examples assume that all dividends and other distributions are reinvested and that Total Annual Operating Expenses remain the same. The examples also assume a 5% annual return. The examples should not be considered a representation of future expenses. Actual expenses may be greater or lesser than those shown.

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