<PAGE>
[LOGO OF NUVEEN]
[PHOTOGRAPH APPEARS HERE] Nuveeen
Growth and Income
Stock Fund
[PHOTOGRAPH APPEARS HERE]
[PHOTOGRAPH APPEARS HERE] Prospectus
August 1, 1996
NUVEEN MUTUAL FUNDS
<PAGE>
NUVEEN FAMILY OF MUTUAL FUNDS
Nuveen offers a broad range of mutual funds to help investors
meet their investment needs:
GROWTH AND INCOME FUNDS
Nuveen Growth and Income Stock Fund
BALANCED FUNDS
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
NATIONAL TAX-FREE INCOME FUNDS
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
STATE TAX-FREE INCOME FUNDS
Arizona
Nuveen Arizona Tax-Free Value Fund
California
Nuveen California Tax-Free Value Fund
Nuveen California Insured Tax-Free Value Fund
Florida
Nuveen Florida Tax-Free Value Fund
Maryland
Nuveen Maryland Tax-Free Value Fund
Massachusetts
Nuveen Massachusetts Tax-Free Value Fund
Nuveen Massachusetts Insured Tax-Free Value Fund
Michigan
Nuveen Michigan Tax-Free Value Fund
New Jersey
Nuveen New Jersey Tax-Free Value Fund
New York
Nuveen New York Tax-Free Value Fund
Nuveen New York Insured Tax-Free Value Fund
Ohio
Nuveen Ohio Tax-Free Value Fund
Pennsylvania
Nuveen Pennsylvania Tax-Free Value Fund
Virginia
Nuveen Virginia Tax-Free Value Fund
<PAGE>
NUVEEN GROWTH AND INCOME STOCK FUND
LOAD-WAIVED CLASS A SHARES
ISSUABLE UPON EXERCISE OF
SUBSCRIPTION PRIVILEGES FOR SUCH SHARES
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This Prospectus Supplement contains additional information from that contained
in the Prospectus dated August 1, 1996 for the Nuveen Growth and Income Stock
Fund (the "Fund"). The purpose of this Prospectus Supplement is to describe
the offer of Load-Waived Class A Shares of the Fund to investors who own
Nuveen advised or sponsored investment products.
The Offer to Nuveen Exchange-Traded Fund Shareholders
The Fund is offering the common shareholders (the "Nuveen ETF Shareholders")
of record as of the close of business on October 22, 1996 (the "Record Date")
of each of the exchange-traded closed-end funds (the "Nuveen ETF Funds") ad-
vised by Nuveen Institutional Advisory Corp. or Nuveen Advisory Corp. the op-
portunity to subscribe (the "Subscription Privileges") for Class A Shares of
the Fund, without paying an up-front sales charge (the "Load-Waived Class A
Shares") at the rate of one Load-Waived Class A Share of the Fund for each two
shares of common stock of a Nuveen ETF Fund (the "Nuveen ETF Shares") held on
the Record Date (the "Offer"). Nuveen ETF Shareholders who fully exercise
their Subscription Privileges may be entitled to subscribe for additional
Load-Waived Class A Shares of the Fund pursuant to the Over-Subscription Priv-
ilege described herein. The Subscription Privileges are non-transferable and
may not be purchased or sold. The subscription price (the "Subscription
Price") per Class A Share of the Fund during the Offer will be equal to $20.00
per Share, without payment of an up-front sales charge. The minimum purchase
in the Offer is 150 Load-Waived Class A Shares ($3,000). The Load-Waived Class
A Shares issued pursuant to the Offer are subject to a Contingent Deferred
Sales Charge ("CDSC") of 2% if such Shares are redeemed prior to December 23,
1998.
THE OFFER TO NUVEEN ETF SHAREHOLDERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON DECEMBER 12, 1996 (THE "EXPIRATION DATE").
The Offer to Holders of Nuveen Mutual Funds, Nuveen UITs and Flagship Funds
The Fund is also offering to holders of record as of the close of business on
October 22, 1996 of shares of each of the long-term mutual funds (the "Nuveen
Mutual Funds") and of units of each of the unit investment trusts (the "Nuveen
UITs") sponsored or distributed by John Nuveen & Co. Incorporated and of
shares of each of the mutual funds sponsored by Flagship Financial Inc. (the
"Flagship Funds") Subscription Privileges for Load-Waived Class A Shares of
the Fund. Subscription Privileges offered to the holders of Nuveen Mutual
Funds, Nuveen UITs and Flagship Funds will expire at 5:00 p.m., New York City
time, on December 12, 1996, unless terminated earlier as provided herein. Pur-
chases of Load-Waived Class A Shares in connection with orders received on or
prior to December 12, 1996 will be at the Subscription Price of $20.00 per
Share, without paying an up-front sales charge. Holders of Nuveen Mutual
Funds, Nuveen UITs and Flagship Funds may also exercise their Subscription
Privileges after December 18, 1996 and on or prior to January 31, 1997 at a
price equal to the net asset value per share next determined after receipt of
an order. The minimum purchase is 150 Load-Waived Class A Shares ($3,000). The
Load-Waived Class A Shares issued in such offer are subject to a CDSC of 2% if
such Shares are redeemed within twenty-four months of purchase. See "The Offer
to Holders of Nuveen Mutual Funds, Nuveen UITs and Flagship Funds."
-------------
PAINEWEBBER INCORPORATED SMITH BARNEY INC.
MERRILL LYNCH & CO.
PRUDENTIAL SECURITIES INCORPORATED
A. G. EDWARDS & SONS, INC.
-------------
Prospectus Supplement dated October 21, 1996
<PAGE>
THE FUND AND THE PORTFOLIO MANAGER
Nuveen Growth and Income Stock Fund seeks to provide over time a superior total
return from a diversified portfolio consisting primarily of equity securities
of domestic companies with market capitalizations of at least $500 million.
There is no assurance that the Fund's investment objective will be realized.
See "Additional Information About the Fund's Investments" on page 6 of the Pro-
spectus. The Fund's portfolio manager is Institutional Capital Corporation
("ICAP"). ICAP employs a value-oriented approach to select securities for the
Fund's investment portfolio. Equity securities are initially screened using
proprietary valuation models on the basis of each security's relative price-
earnings ratio and earnings stability. ICAP then conducts extensive company re-
search on the securities that pass this initial screen in order to identify
those securities with a clear company-specific or thematic catalyst which ICAP
believes will trigger significant price appreciation over a defined nine to
eighteen month period. The most attractive 40-45 securities identified by ICAP
are purchased for the Fund's investment portfolio. ICAP then monitors the per-
formance of its investments closely; if an investment underperforms expecta-
tions, and ICAP's expectations of the investment's future performance potential
no longer meets its original purchase criteria, ICAP will replace the security
in order to prevent continued underperformance.
The Fund commenced investment operations in August 1996 and has not to date of-
fered any of its shares to the public. Based in Chicago, ICAP is an institu-
tional investment management firm with over 25 years of experience and approxi-
mately $5 billion in assets under management. Since 1971 ICAP, the Fund's port-
folio manager, has managed separate private accounts pursuing substantially the
same investment objectives and policies as the Fund, and it has employed the
same management style for these accounts that it will employ for the Fund's
portfolio. ICAP believes that it has produced outstanding investment results
over time for its managed accounts. The following chart illustrates how the
performance of ICAP's Discretionary Equity Composite (a composite including all
of ICAP's private accounts) compares to the average performance of the Lipper
Growth and Income Objective and the Morningstar Growth and Income Objective for
the most recent 1-, 3-, 5- and 10-year periods ending September 30, 1996.
<TABLE>
ICAP's Annualized Performance vs. Peer Groups
Performance through 9/30/96
[GRAPH APPEARS HERE]
Average Annualized Total Return
<CAPTION>
LIPPER Morningstar
ICAP G&I Obj G&I Obj
---- -------- -----------
<S> <C> <C> <C>
1 Year 16.5% 17.2% 18.1%
3 Years 16.4% 14.3% 14.5%
5 Years 15.5% 13.7% 13.7%
10 Years 17% 12.7% 12.6%
</TABLE>
The ICAP performance presented above reflects the investment performance of the
private accounts included in the ICAP Discretionary Equity Composite before any
fees or expenses, which performance has been reduced by the projected annual
operating expenses for the Class A Shares as set forth in the "Summary of Fund
Expenses" on page 3 in the Prospectus. The ICAP performance exceeded the per-
formance of all funds in both the Lipper Growth and Income and Morningstar
Growth and Income Objectives for the 10-year period ending September 30, 1996.
ICAP's performance for the most recent 5-year period ending September 30, 1996
was equivalent to that of funds included in the top quartile of the Lipper and
Morningstar Objectives. For the most recent 3-year period ICAP's performance
would have placed it in the top Lipper quartile and in the top third of the
Morningstar funds, although its performance in the most recent 1-year period
underperformed the applicable Lipper and Morningstar averages. The ICAP Discre-
tionary Equity Composite performance represents past performance and should not
be interpreted as indicative of future performance of the Fund. The Lipper and
Morningstar returns
- ----------
S-2
<PAGE>
represent the average of the annualized returns, with dividends reinvested, of
all the funds in the Growth and Income Fund category for the periods measured,
but do not include the effect of any sales charges that an investor might have
incurred by purchasing directly the funds comprising the categories.
The chart presented above illustrates that relative performance depends upon
the time period being examined (i.e., 1-, 3-, 5- or 10-years). Relative perfor-
mance also depends upon the ending point of the measurement period. For exam-
ple, a fund may have outperformed an index for the most recent five year period
but may have underperformed that same index for a five year period which ended
a year earlier. The consistency of a fund's relative performance can be exam-
ined by comparing the returns for all periods of similar length (e.g., 5 years)
over a long period of time. Over a period of twenty years, there are 77, 69, 61
and 41 possible ending points when using quarterly performance data to examine
1-, 3-, 5- and 10-year returns, respectively. Determining relative performance
for each of these measurement periods provides a view of the consistency of re-
turns for a fund relative to a performance benchmark. The following chart il-
lustrates ICAP's performance for 1-, 3-, 5- and 10-year holding periods rela-
tive to the performance of the Morningstar Growth and Income Objective over a
twenty year period by averaging the comparative spread for each of these mea-
surement periods.
ICAP'S ADDED VALUE OVER TIME
ICAP VS. MORNINGSTAR GROWTH AND INCOME OBJECTIVE
October 1976 - September 1996
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION>
Annualized ICAP Performance Differential
Label A
- ------------------- ----------
<S> <C>
1-Year Holding periods 1.56%
3-Year Holding periods 1.73%
5-Year Holding periods 1.97%
10-Year Holding periods 2.44%
</TABLE>
The track record of the ICAP Discretionary Equity Composite has been particu-
larly strong in adverse markets. Over the past 20 years, there have been four
periods in which the S&P 500 declined by more than 10% in a quarter or over
consecutive quarters before experiencing a positive quarterly return. As illus-
trated in the chart below, in each of these market downturns the ICAP Compos-
ite's cumulative performance significantly exceeded that of the S&P 500 as well
as the Morningstar Growth and Income average.
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S-3
<PAGE>
ICAP'S SUPERIOR PERFORMANCE IN DOWN MARKETS
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION> Morningstar S&P
Measurement Period G&I Objective 500 ICAP
- ------------------- ---------- --------- ----------
<S> <C> <C> <C>
7/90-9/90 -13.32 -13.78 -7.8
10/87-12/87 -19.46 -22.63 -10.08
4/81- 6/82 -7.97 -13.47 1.01
1/77-3/78 -4.76 -11.75 -1.56
</TABLE>
ICAP's performance in adverse market conditions has resulted in a performance
track record of strong investment returns with significantly lower risk over
full market cycles when compared against appropriate peer groups. The following
chart illustrates the superior risk/return performance of ICAP over the most
recent ten year period ending September 30, 1996, relative to the S&P 500, the
116 funds with a ten year history included in the entire Morningstar Growth and
Income Objective, the funds in the top quartile of that objective, the 122
funds with a ten year history included in the Lipper Growth and Income Objec-
tive and the funds in the top quartile of that objective. Risk represents the
variability of returns throughout the measurement period. An investment with a
higher standard deviation indicates that a fund had greater return variability,
and therefore greater risk than an investment with a lower standard deviation.
10-YEAR RISK-RETURN PROFILE
October 1986-September 1996
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION>
Average
Risk Annual
(Standard Total
Deviation) Return
--------- -------
<S> <C> <C>
ICAP 12.29 17.04
Morningstar G&I 14.80 12.22
Morningstar G&I Top Quartile 15.51 14.75
Lipper G&I 13.12 12.69
Lipper G&I Top Quartile 13.63 14.82
S&P 500 13.82 14.97
</TABLE>
The relative risk/return profile for ICAP would vary for periods which do not
include adverse market conditions as shown above. During shorter, more recent
periods, which have not included substantial market declines, ICAP has contin-
ued to maintain favorable, although more equivalent, relative risk/return pro-
files as compared to the managed fund peer groups shown above and, during such
periods, as compared to the S&P 500, has demonstrated somewhat less favorable
relative risk/return profiles.
<PAGE>
THE OFFER TO NUVEEN EXCHANGE-TRADED FUND SHAREHOLDERS
TERMS OF OFFER
The Fund is offering Subscription Privileges to Nuveen ETF Shareholders. The
Subscription Privileges provide Nuveen ETF Shareholders with an opportunity to
purchase Class A Shares of the Fund without paying an up-front sales charge
("Load-Waived Class A Shares"). As described further in the Prospectus to which
this Prospectus Supplement relates, Class A Shares generally will be offered to
the public at their net asset value plus a maximum up-front sales charge of
5.25%. Please see "Summary of Fund Expenses" on page 3 of the Prospectus. Pur-
suant to the Subscription Privileges, Nuveen ETF Shareholders may subscribe for
Load-Waived Class A Shares at the rate of one Class A Share of the Fund for each
two Nuveen ETF Shares held on the Record Date (such right is referred to herein
as the "Primary Subscription Privilege"). Any Nuveen ETF Shareholder who fully
exercises all Subscription Privileges pursuant to the Primary Subscrip-tion
Privilege may subscribe for additional Load-Waived Class A Shares at the
Subscription Price (such right is referred to herein as the "Over-Subscription
Privilege"). The Subscription Privileges are evidenced by subscription privi-
lege certificates/application forms ("Subscription Privilege Certificates"),
which will be mailed to all Nuveen ETF Shareholders.
Subscription Privileges may be exercised at any time during the Subscription
Period, which commences on November 6, 1996 and ends at 5:00 p.m., New York
City time, on December 12, 1996 (the "Expiration Date"). See "Expiration of the
Offer."
THE OVER-SUBSCRIPTION PRIVILEGE
If Nuveen ETF Shareholders do not exercise all of their Subscription Privileges
pursuant to the Primary Subscription Privilege, Load-Waived Class A Shares rep-
resented by such unexercised Subscription Privileges will be offered to those
Nuveen ETF Shareholders who exercise all of their Subscription Privileges. Pur-
suant to the Over-Subscription Privilege, Nuveen ETF Fund Shareholders who ex-
ercise all of their Subscription Privileges may indicate on the Subscription
Privilege Certificate the number of additional Load-Waived Class A Shares they
would like to purchase pursuant to the Offer. If sufficient Load-Waived Class A
Shares remain, all Over-Subscription requests will be honored, subject to that
portion of the Maximum Offer Amount (as described below) allocable to Nuveen
ETF Shareholders.
MAXIMUM OFFER AMOUNT
The Fund has determined to limit the amount of Load-Waived Class A Shares that
may be subscribed for pursuant to the Offer, including any concurrent offers to
other Nuveen related investors ("Nuveen Investors"), to an amount not yet spec-
ified which will be determined by the Fund at the Expiration Date based on mar-
ket factors, investor interest and other considerations (the "Maximum Offer
Amount"). If the amount of Load-Waived Class A Shares subscribed for, either in
the Primary Subscription Privilege or pursuant to the Over-Subscription Privi-
lege, exceeds that portion of the Maximum Offer Amount allocable to the Offer
to Nuveen ETF Shareholders, the Load-Waived Class A Shares available to Nuveen
ETF Shareholders will be allocated among Nuveen ETF Shareholders on a pro rata
basis. As a result of the Maximum Offer Amount, Nuveen ETF Shareholders may not
receive all Load-Waived Class A Shares subscribed for in the Primary Subscrip-
tion Privilege and Nuveen ETF Shareholders may not receive all, or any, Load-
Waived Class A Shares requested pursuant to the Over-Subscription Privilege.
For purposes of determining the maximum number of Load-Waived Class A Shares a
Nuveen ETF Shareholder may acquire pursuant to the Primary Subscription Privi-
lege, broker-dealers whose Nuveen ETF Shares are held of record by Cede & Co.
Inc. ("Cede") or by any other depository or nominee will be deemed to be the
holders of the Subscription Privileges delivered to Cede or such other deposi-
tory or nominee on their behalf.
SUBSCRIPTION PRICE
The Subscription Price for the Load-Waived Class A Shares to be issued pursuant
to the Offer to Nuveen ETF Shareholders will be equal to $20.00 per Class A
Share, without an up-front sales charge. If such Load-Waived Class A Shares are
redeemed prior to December 23, 1998, a CDSC of 2% of the lower of the purchase
price or the redemption proceeds may be imposed upon the redemption. Load-
Waived Class A Shares purchased in the Offer may not be exchanged into Class A
Shares of any other Nuveen Mutual Fund or any Flagship Fund prior to July 1,
1997.
LOW MINIMUM INVESTMENT
The minimum purchase pursuant to the Offer is 150 Load-Waived Class A Shares
($3,000). Because of this minimum purchase amount, holders of fewer than 300
Nuveen ETF Shares must request Load-Waived Class A Shares pursuant to the Over-
Subscription Privilege described above to reach the 150 Class A Share minimum
requirement.
NON-TRANSFERABILITY OF SUBSCRIPTION PRIVILEGES
The Subscription Privileges are non-transferable and, therefore, may not be
purchased or sold.
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S-5
<PAGE>
EXPIRATION OF THE OFFER
The Offer will expire at 5:00 p.m., New York City time, on December 12, 1996
(the "Expiration Date"). The Subscription Privileges of the Nuveen ETF Share-
holders will expire on the Expiration Date and thereafter may not be exercised.
HOW TO EXERCISE YOUR SUBSCRIPTION PRIVILEGES
Subscription Privileges are evidenced by Subscription Privilege Certificates
which will be mailed to Nuveen ETF Shareholders or, if the Nuveen ETF Shares
are held by Cede or any other depository or nominee, to Cede or such depository
or nominee. To exercise the Subscription Privileges, you must first complete
and sign the Subscription Privilege Certificate which accompanies this Prospec-
tus, as supplemented, and mail it in the envelope provided, or otherwise de-
liver the completed Subscription Privilege Certificate to The Chase Manhattan
Bank (the "Subscription Agent"), in either case together with payment in full
of the Subscription Price for the Load-Waived Class A Shares being subscribed
for in the Primary Subscription Privilege and pursuant to the Over-Subscription
Privilege. Subscription Privileges may also be exercised by contacting your
broker, banker or trust company, which may arrange, on your behalf, to guaran-
tee delivery of payment and of a properly completed Subscription Privilege Cer-
tificate ("Notice of Guaranteed Delivery"). A fee may be charged for this serv-
ice. Completed Subscription Privilege Certificates must be received by the Sub-
scription Agent prior to 5:00 p.m., New York City time, on the Expiration Date
(unless the guaranteed delivery procedures are complied with as described below
under "How to Pay for Your Shares") at the offices of the Subscription Agent at
the address set forth below under "Subscription Agent."
Shareholders Who Are Record Owners. Nuveen ETF Shareholders who are record own-
ers can choose between either option set forth under "How to Pay For Your
Shares" below. If time is of the essence, under special circumstances, option
(2) may permit delivery of the Subscription Privilege Certificate and payment
after the Expiration Date.
Investors Whose Shares Are Held By A Nominee. Nuveen ETF Shareholders whose
Nuveen ETF Shares are held by a nominee, such as a broker or trustee, must con-
tact that nominee to exercise their Subscription Privileges. In that case, the
nominee will complete the Subscription Privilege Certificate on behalf of the
investor and arrange for proper payment by one of the methods set forth under
"How to Pay for Your Shares" below.
Nominees. Nominees who hold Nuveen ETF Shares for the account of others must
notify the beneficial owners of such Nuveen ETF Shares as soon as possible to
ascertain such beneficial owners' intentions and to obtain instructions with
respect to the Subscription Privileges. If the beneficial owner so instructs,
the nominee should complete the Subscription Privilege Certificate and deliver
it to the Subscription Agent with the proper payment described under "How to
Pay for Your Shares" below.
SUBSCRIPTION AGENT
The Subscription Agent is The Chase Manhattan Bank. The Subscription Agent is
also the Fund's Custodian. SIGNED SUBSCRIPTION PRIVILEGE CERTIFICATES TOGETHER
WITH FULL PAYMENT OF THE SUBSCRIPTION PRICE MUST BE SENT TO THE CHASE MANHATTAN
BANK by one of the methods described below. The Fund will accept only Subscrip-
tion Privilege Certificates actually received on a timely basis at any of the
addresses listed below.
(1) BY FIRST CLASS MAIL:
The Chase Manhattan Bank
Attn: Nuveen Processing
P.O. Box 5192
New York, New York 10274-0383
(2) BY EXPRESS MAIL, BY OVERNIGHT COURIER OR BY HAND:
The Chase Manhattan Bank
Attn: Nuveen Processing
4 New York Plaza, 3rd Floor
New York, New York 10004-2413
(3) BY FACSIMILE (TELECOPIER), with the original Subscription Privilege Certif-
icate to be sent by one of the methods described above:
The Chase Manhattan Bank
Facsimile numbers:212.623.8945
212.623.8946
Confirm by telephone: 800.257.8787
DELIVERY TO AN ADDRESS OTHER THAN THOSE LISTED ABOVE WILL NOT CONSTITUTE VALID
DELIVERY.
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S-6
<PAGE>
HOW TO PAY FOR YOUR SHARES
The total payment owed for the Load-Waived Class A Shares will equal the number
of such Shares subscribed for in the Primary Subscription Privilege and pursu-
ant to the Over-Subscription Privilege multiplied by the Subscription Price of
$20.00 per Share. Investors may choose between the following two methods to pay
for the Load-Waived Class A Shares.
(1) A Nuveen ETF Shareholder can send the Subscription Privilege Certifi-
cate together with full payment for the Load-Waived Class A Shares sub-
scribed for in the Primary Subscription Privilege and for additional Load-
Waived Class A Shares subscribed for pursuant to the Over-Subscription
Privilege to the Subscription Agent, calculating the total payment on the
basis of the Subscription Price of $20.00 per Load-Waived Class A Share. To
be accepted, such payment, together with the completed Subscription Privi-
lege Certificate, must be received by the Subscription Agent at the Sub-
scription Agent's office at the address set forth above prior to 5:00 p.m.,
New York City time, on the Expiration Date. The Subscription Agent will de-
posit all checks and money orders received by it prior to the final payment
date into a segregated interest-bearing account (which interest will be
paid to the Fund) pending proration and distribution of the Load-Waived
Class A Shares. A PAYMENT PURSUANT TO THIS METHOD MUST BE IN UNITED STATES
DOLLARS BY MONEY ORDER OR CHECK DRAWN ON A BANK LOCATED IN THE UNITED
STATES, MUST BE PAYABLE TO THE "NUVEEN GROWTH AND INCOME STOCK FUND" AND
MUST ACCOMPANY AN EXECUTED SUBSCRIPTION PRIVILEGE CERTIFICATE TO BE ACCEPT-
ED.
(2) Alternatively, a subscription will be accepted by the Subscription
Agent if, prior to 5:00 p.m., New York City time, on the Expiration Date,
the Subscription Agent has received a Notice of Guaranteed Delivery by fac-
simile (telecopy) or otherwise from a bank, a trust company, or a New York
Stock Exchange member guaranteeing delivery of (i) payment of the Subscrip-
tion Price of $20.00 per Load-Waived Class A Share subscribed for in the
Primary Subscription Privilege and for any additional Load-Waived Class A
Shares subscribed for pursuant to the Over-Subscription Privilege and (ii)
a properly completed Subscription Privilege Certificate. The Subscription
Agent will not honor a Notice of Guaranteed Delivery unless a properly com-
pleted Subscription Privilege Certificate (or a similar notification from
nominee holders) together with full payment for the Load-Waived Class A
Shares are received by the Subscription Agent by the close of business on
the third business day after the Expiration Date (December 19, 1996).
The Subscription Agent will deposit all checks received by it prior to the Ex-
piration Date into a segregated interest bearing account pending distribution
of the Load-Waived Class A Shares. All interest on such amounts will accrue to
the benefit of the Fund.
Whichever of the two methods described above is used, issuance of the Load-
Waived Class A Shares is subject to collection of checks and actual payment
pursuant to any Notice of Guaranteed Delivery.
NUVEEN ETF SHAREHOLDERS WILL HAVE NO RIGHT TO RESCIND THEIR SUBSCRIPTION AFTER
RECEIPT OF THEIR PAYMENT FOR LOAD-WAIVED CLASS A SHARES BY THE SUBSCRIPTION
AGENT.
THE METHOD OF DELIVERY OF SUBSCRIPTION PRIVILEGE CERTIFICATES AND PAYMENT OF
THE SUBSCRIPTION PRICE TO THE FUND WILL BE AT THE ELECTION AND RISK OF THE
HOLDERS OF THE SUBSCRIPTION PRIVILEGES. A SUFFICIENT NUMBER OF DAYS SHOULD BE
ALLOWED TO ENSURE MAIL DELIVERY TO THE FUND PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
All questions concerning the timeliness, validity, proration, form and eligi-
bility of any exercise of Subscription Privileges will be determined by the
Fund, whose determinations will be final and binding. The Fund in its sole dis-
cretion may waive any defect or irregularity, or permit a defect or irregular-
ity to be corrected within such time as it may determine, or reject the pur-
ported exercise of any Subscription Privilege. Subscriptions will not be deemed
to have been received or accepted until all irregularities have been waived or
cured within such time as the Fund determines in its sole discretion. The Fund
will not be under any duty to give notification of any defect or irregularity
in connection with the submission of Subscription Privilege Certificates or in-
cur any liability for failure to give such notification.
The Fund reserves the right to reject exercise of Subscription Privileges where
the proceeds for payment of the Subscription Price are from the sale of Nuveen
ETF Shares, and the Principal Underwriter may withhold payment of any conces-
sions to brokers in connection with any such exercise, and may take other ap-
propriate actions.
----------
S-7
<PAGE>
CONFIRMATION OF YOUR PURCHASES
The Subscription Agent or someone on its behalf will send to each subscribing
Nuveen ETF Shareholder (or, if the Nuveen ETF Shares are held by Cede or any
other depository or nominee, to Cede or such depository or nominee), a confir-
mation statement within one business day following December 18, 1996 (the "Con-
firmation Date"). The confirmation will show (i) the number of Load-Waived
Class A Shares acquired in the Primary Subscription Privilege, (ii) the number
of Load-Waived Class A Shares, if any, acquired pursuant to the Over-Subscrip-
tion Privilege and (iii) any excess payment to be refunded to such Nuveen ETF
Shareholder in connection with a proration of Load-Waived Class A Shares relat-
ing to the exercise of Subscription Privileges in excess of the Maximum Offer
Amount. If applicable, the Subscription Agent will mail any refund, without in-
terest, due a Nuveen ETF Shareholder as promptly as possible.
WHO TO CALL FOR FURTHER INFORMATION
If you have questions or need any assistance with respect to the Offer, please
call D.F. King & Co. (the "Information Agent") at 800.735.3591 or write to the
Information Agent at 77 Water Street, New York, New York 10005. Nuveen ETF
Shareholders may also contact their brokers or nominees for more information
with respect to the Offer.
IMPORTANT DATES TO REMEMBER
<TABLE>
<CAPTION>
EVENT DATE
<S> <C>
Record Date............................ October 22, 1996
Subscription Period.................... November 6, 1996 to December 12, 1996
Expiration Date........................ December 12, 1996
Payment for Shares..................... December 12, 1996
Notice of Guaranteed Delivery Due...... December 12, 1996
Payment for Guarantees Due............. December 19, 1996
Confirmation to Participants........... December 19, 1996
</TABLE>
THE OFFER TO HOLDERS OF NUVEEN MUTUAL FUNDS, NUVEEN UITS AND FLAGSHIP FUNDS
TERMS OF THE OFFER
The Fund is offering to holders of record as of the close of business on Octo-
ber 22, 1996 (the "Record Date") of shares of Nuveen Mutual Funds, of units of
Nuveen UITs and of shares of the Flagship Funds (collectively, the "Nuveen In-
vestors") the opportunity to subscribe for Class A Shares of the Fund without
paying an up-front sales charge (the "Load-Waived Class A Shares"), subject to
the Fund's minimum investment of $3,000. As described further in the Prospectus
to which this Prospectus Supplement relates, Class A Shares generally will be
offered to the public at their net asset value plus a maximum up-front sales
charge of 5.25%. The Load-Waived Class A Shares issued pursuant to this offer
to Nuveen Investors are subject to a Contingent Deferred Sales Charge ("CDSC ")
of 2% if such Shares are redeemed within twenty-four months of purchase.
Subscription Privileges offered to Nuveen Investors may be exercised at any
time during the Nuveen Investor Subscription Period, which commences on Novem-
ber 6, 1996 and ends at 5:00 p.m., New York City time, on December 12, 1996
(the "Initial Expiration Date"), unless the Offer is terminated earlier as de-
scribed below. Purchases of Load-Waived Class A Shares in connection with or-
ders received from Nuveen Investors on or prior to the Initial Expiration Date
will be at the Subscription Price of $20.00 per Share, without paying an up-
front sales charge. Nuveen Investors may also exercise their Subscription Priv-
ileges after December 18, 1996 until 5:00 p.m., New York City time, on January
31, 1997 at a price equal to the net asset value per Share next determined af-
ter receipt of the order.
MAXIMUM OFFER AMOUNT
The Fund has determined to limit the amount of Load-Waived Class A Shares that
may be subscribed for pursuant to the Offer to Nuveen Investors and to Nuveen
ETF Shareholders to an amount not yet specified which will be determined by the
Fund on or before the Initial Expiration Date and, again, periodically thereaf-
ter until January 31, 1997 based on market factors, investor interest and other
considerations (the "Maximum Offer Amount"). If the amount of Load-Waived Class
A Shares subscribed for by Nuveen Investors exceeds that portion of the Maximum
Offer Amount allocable to the Offer to Nuveen Investors, such Shares will be
allocated among Nuveen Investors based upon the earlier date of exercise of the
Subscription Privileges. NUVEEN INVESTORS SEEKING TO PARTICIPATE IN THE OFFER
SHOULD EXERCISE THEIR SUBSCRIPTION PRIVILEGES AS SOON AS POSSIBLE, AS REQUESTS
FOR EXERCISE OF SUBSCRIPTION PRIVILEGES BY NUVEEN INVESTORS TRANSMITTED LATER
IN A SUBSCRIPTION PERIOD MAY NOT BE ACCEPTED DUE TO THE LIMITATIONS IN CONNEC-
TION WITH THE MAXIMUM OFFER AMOUNT. AS A RESULT OF THE MAXIMUM OFFER AMOUNT,
THERE IS NO GUARANTEE THAT A NUVEEN INVESTOR WILL RECEIVE ALL OR ANY LOAD-
WAIVED CLASS A SHARES REQUESTED PURSUANT TO THE EXERCISE OF SUBSCRIPTION PRIVI-
LEGES. For purposes of determining the eligibility of a Nuveen Investor to par-
ticipate in the Offer, broker-dealers whose shares of Nuveen Mutual Funds,
units of Nuveen UITs and shares of the Flagship Funds are held of record by
Cede & Co. Inc. ("Cede") or by any other depository or nominee will be deemed
to be the holders of the Subscription Privileges delivered to Cede or such
other depository or nominee on their behalf.
- -----------
S-8
<PAGE>
SUBSCRIPTION PRICE
The Subscription Price for the Load-Waived Class A Shares to be issued pursuant
to the Subscription Privileges will be equal to the net asset value per Class A
Share, without an up-front sales charge. The Subscription Price per Share for
Subscription Privileges submitted prior to the Initial Expiration Date will be
$20.00 per Share, without payment of an up-front sales charge. Purchases of
Load-Waived Class A Shares accepted on or after December 19, 1996 pursuant to
exercises by Nuveen Investors of Subscription Privileges submitted after the
Initial Expiration Date will be equal to the net asset value per Class A Share
next computed. Subscription Privileges submitted by Nuveen Investors after the
Initial Expiration Date and prior to December 19, 1996 will be accepted, if at
all, at the net asset value per Share computed on December 19, 1996. According-
ly, investors submitting such Subscription Privileges will not participate in
any increase or decrease in the net asset value of the Fund's Shares as a re-
sult of market fluctuations between the Initial Expiration Date and December 19,
1996. If such Load-Waived Class A Shares are redeemed within twenty-four months
of purchase, a CDSC of 2% of the lower of the purchase price or the re-demption
proceeds may be imposed upon the redemption. Load-Waived Class A Shares
purchased pursuant to the exercise of Subscription Privileges may not be
exchanged for Class A Shares of any other Nuveen Mutual Fund or Flagship Fund
prior to July 1, 1997.
LOW MINIMUM INVESTMENT
The minimum purchase pursuant to the Offer is $3,000.
NON-TRANSFERABILITY OF SUBSCRIPTION PRIVILEGES
The Subscription Privileges are non-transferable and, therefore, may not be
purchased or sold.
EXPIRATION OF THE SUBSCRIPTION PRIVILEGES
The Subscription Privileges of Nuveen Investors will expire at 5:00 p.m., New
York City time, on January 31, 1997. THE FUND RESERVES THE RIGHT TO TERMINATE
THE OFFER TO NUVEEN INVESTORS, AND TO CANCEL THE SUBSCRIPTION PRIVILEGES, AT
ANY TIME PRIOR TO JANUARY 31, 1997 IF THE AMOUNT OF LOAD-WAIVED CLASS A SHARES
SUBSCRIBED FOR BY NUVEEN INVESTORS EXCEEDS THAT PORTION OF THE MAXIMUM OFFER
AMOUNT ALLOCABLE TO THE OFFER TO NUVEEN INVESTORS.
HOW TO EXERCISE YOUR SUBSCRIPTION PRIVILEGES
To exercise the Subscription Privileges, you or your financial adviser must
first complete and sign a Subscription Application Form. You may pay for your
purchase by Federal Reserve draft or by check made payable to "Nuveen Growth
and Income Stock Fund, Class A," delivered to the financial adviser through
whom the investment is to be made for forwarding to the Fund's shareholder
services agent:
SHAREHOLDER SERVICES, INC. ("SSI ")
P.O. BOX 5330
DENVER, COLORADO 80217
800.621.7227
Nuveen Investors may also send the signed Subscription Application Form and
payment directly to SSI. If your shares or units are held by a nominee, such as
a broker or trustee, you must contact that nominee to exercise your Subscrip-
tion Privileges. In such case, the nominee will complete a Subscription Appli-
cation Form on your behalf and arrange for proper payment. Accordingly, nomi-
nees who hold shares or units for the account of others should notify the bene-
ficial owners of such shares or units as soon as possible to ascertain their
intentions and to obtain instruction with respect to the Subscription Privi-
leges.
CONFIRMATION OF YOUR PURCHASES
For Subscription Privileges properly submitted on or prior to December 12,
1996, each subscribing Nuveen Investor (or, if the shares of the Nuveen Mutual
Fund, units of the Nuveen UIT and shares of the Flagship Fund are held by Cede
or any other depository or nominee, Cede or such depository or nominee) will be
sent a confirmation statement within one business day following December 18,
1996 (the "Confirmation Date"). The confirmation will show (i) the number of
Load-Waived Class A Shares acquired pursuant to the Subscription Privilege or
(ii) the payment to be refunded to such Nuveen Investor in connection with the
exercise of Subscription Privileges in excess of the Maximum Offer Amount. SSI
will mail any refund due a Nuveen Investor as promptly as possible. Exercises
of Subscription Privileges will be accepted in the order they are received sub-
ject to rejection if the Maximum Offer Amount has been exceeded. In such a
case, amounts will be returned, without interest, as promptly as possible to
the Nuveen Investor.
SSI will deposit all checks received by it on or prior to December 12, 1996
into a segregated interest bearing account pending distribution of the Load-
Waived Class A Shares. All interest on such amounts will accrue to the benefit
of the Fund.
All questions concerning the timeliness, validity, form and eligibility of any
exercise of Subscription Privileges will be determined by the Fund, whose de-
termination will be final and binding. The Fund in its sole discretion may
waive any defect or irregularity, or permit a defect or irregularity to be cor-
rected within such time as it may determine, or reject the purported exercise
of any Subscription Privileges. Subscriptions will not be deemed to have been
received or accepted until all irregularities have been waived or cured within
such time as the Fund determines in its sole discretion. The Fund will not be
under any duty to notify subscribers of any defect or irregularity in connec-
tion with the submission of a Subscription Application Form or incur any lia-
bility for failure to give such notification.
-----------
S-9
<PAGE>
The Fund reserves the right to reject exercise of Subscription Privileges where
the proceeds for payment of the Subscription Price are from the sale or redemp-
tion of any shares of any Nuveen Mutual Fund or Flagship Fund or units of any
Nuveen UIT, and the Principal Underwriter may withhold payment of any conces-
sions to brokers in connection with any such exercise, and may take other ap-
propriate actions.
WHO TO CALL FOR FURTHER INFORMATION
If you have questions or need any assistance with respect to the Offer, please
call D.F. King & Co. (the "Information Agent") at 800.735.3591 or write to the
Information Agent at 77 Water Street, New York, New York 10005. Nuveen Invest-
ors may also contact their brokers or nominees for more information with re-
spect to the Offer.
DISTRIBUTION ARRANGEMENTS FOR THE OFFER
PaineWebber Incorporated, 1285 Avenue of the Americas, New York, New York and
Smith Barney Inc., 388 Greenwich Street, New York, New York (collectively, the
"Representatives"); and Merrill Lynch & Co., North Tower, World Financial Cen-
ter, New York, New York; Prudential Securities Incorporated, One New York Pla-
za, New York, New York; and A.G. Edwards & Sons, One North Jefferson Avenue, St.
Louis, Missouri will act, together with the Representatives, as dealer man-agers
(the "Dealer Managers") for the Offer of Subscription Privileges to Nuveen
Shareholders and Nuveen Investors. Under the Dealer Manager Agreement dated
October 22, 1996, the Dealer Managers will provide financial advisory services
and marketing assistance in connection with the Offer and will solicit the
exercise of the Subscription Privileges by Nuveen Shareholders and by Nuveen
Investors. After the date of this Prospectus Supplement, additional Dealer
Managers may be added to the offering, in which case this Prospectus Supplement
will be amended to include such firms. The Offer is not contingent upon any
amount of Subscription Privileges being exercised. The Principal Un-derwriter of
the Fund has agreed to pay the Dealer Managers for their services up to 3% of
the Subscription Price per Class A Share sold pursuant to the exer-cise of
Subscription Privileges by the Nuveen Shareholders and by the Nuveen Investors.
From such amount, the Representatives may receive fees for acting as
Representatives, and broker-dealers and financial institutions other than the
Dealer Managers will be paid for solicitation efforts an amount equal to 2% of
the Subscription Price per Class A Share sold pursuant to the exercise of Sub-
scription Privileges by Nuveen Shareholders and by Nuveen Investors. In order to
receive such amounts broker-dealers must execute a Soliciting Dealer Agree-ment.
Such solicitation fees will be paid to the broker-dealer or financial in-
stitution designated on the applicable portion of the Subscription Privilege
Certificate, Subscription Application Form or other related document in connec-
tion with such exercise of Subscription Privileges. All such fees payable to the
Dealer Managers and to other broker-dealers will be paid by the Principal
Underwriter and not by the Fund or the Class A Shareholders.
In addition, the Principal Underwriter has agreed to reimburse the Dealer Man-
agers up to $250,000 for their reasonable expenses incurred in connection with
the Offer. The Fund and the Principal Underwriter have each agreed to indemnify
the Dealer Managers or contribute to losses arising under the Securities Act of
1933, as amended, due to performance of their duties under the Dealer Manage-
ment Agreement. The Dealer Manager Agreement also provides that the Dealer Man-
agers will not be subject to any liability to the Fund in rendering the serv-
ices contemplated by the Agreement so long as the Dealer Managers did not act
with bad faith, willful misconduct or gross negligence or in reckless disregard
of their obligations and duties under the Agreement.
The Fund has agreed not to offer or sell any Load-Waived Class A Shares of the
Fund to the public until May 1, 1997 without the prior consent of the Repre-
sentatives, except for the Load-Waived Class A Shares issued pursuant to this
Prospectus Supplement and any Class A Shares issued in connection with the re-
investment of dividends and distributions with respect to the foregoing Load-
Waived Class A Shares.
This Prospectus, as supplemented by this Prospectus Supplement, does not con-
stitute an offer to sell, or a solicitation of an offer to buy, securities in
any state to any person to whom it is not lawful to make such offer in such
state.
- ----------
S-10
<PAGE>
- --------------------------------------------------------------------------------
NUVEEN GROWTH AND INCOME STOCK FUND
Prospectus
August 1, 1996
The NUVEEN GROWTH AND INCOME STOCK FUND (the "Fund") is a mutual fund that
seeks to provide over time a superior total return from a diversified portfolio
consisting primarily of equity securities of domestic companies with market
capitalizations of at least $500 million. Under conditions of normal market
variability, in seeking to enhance returns and to preserve capital, the Fund
may also invest up to 35% of its total assets in cash equivalents and short-
term fixed income securities. This strategy seeks to provide you with higher
returns over time than the Standard & Poor's 500 Stock Index (the "S&P 500")
with an equal or lower level of risk.
The Fund offers you Flexible Purchase Options, which provide the flexibility to
purchase Fund shares in the same manner you typically make other mutual fund
investments. You may choose from one of four alternative classes of Fund shares
(Classes A, B, C and R), each with a different combination of sales charges,
ongoing fees, eligibility requirements, and other features. Your financial ad-
viser will be able to assist you in determining which share class is best for
you. See "Flexible Purchase Options," "How to Buy Fund Shares" and "Summary of
Fund Expenses."
The Fund is a series of the Nuveen Investment Trust (the "Trust"). This Pro-
spectus contains information you should know before investing in the Fund.
Please retain it for future reference. You can find more detailed information
about the Fund in the Statement of Additional Information dated August 1, 1996,
as amended from time to time. For a free copy of this Statement, write to the
Nuveen Mutual Funds, 333 West Wacker Drive, Chicago, IL 60606, or call Nuveen
toll-free at 800-621-7227. The Statement has been filed with the Securities and
Exchange Commission and is incorporated by reference into this Prospectus.
Shares of the Fund are not deposits or obligations of, or guaranteed or en-
dorsed by, any bank and are not federally insured by the Federal Deposit Insur-
ance Corporation, the Federal Reserve Board, or any other agency. Shares of the
Fund involve investment risks, including possible loss of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------
PAGE 1
<PAGE>
CONTENTS
3 SUMMARY OF FUND EXPENSES
3 SUMMARY INFORMATION ABOUT THE FUND
3 INVESTMENT OBJECTIVE
3 HOW THE FUND PURSUES ITS OBJECTIVE
4 PERFORMANCE OF THE PORTFOLIO MANAGER
5 HOW TO DETERMINE IF THE FUND IS RIGHT FOR YOU
5 FUND FEATURES AND BENEFITS
6 RISKS AND SPECIAL CONSIDERATIONS
6 WHO IS RESPONSIBLE FOR THE OPERATION OF THE FUND?
6 ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS
8 FLEXIBLE PURCHASE OPTIONS
9 HOW TO BUY FUND SHARES
14 DISTRIBUTION AND SERVICE PLAN
14 HOW TO REDEEM FUND SHARES
16 MANAGEMENT OF THE FUND
16 HOW THE FUND SHOWS PERFORMANCE
17 DISTRIBUTIONS AND TAXES
17 NET ASSET VALUE
18 GENERAL INFORMATION
- ----------
PAGE 2
<PAGE>
- --------------------------------------------------------------------------------
SUMMARY OF FUND EXPENSES
The purpose of the tables below is to help you understand all expenses and fees
that you would bear directly or indirectly as a Fund shareholder. The percent-
ages shown are estimated for the current fiscal year. Actual fees and expenses
may be greater or less than those shown. An example of how the expenses work
follows these tables.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES (AS A
PERCENT OF OFFERING PRICE)(1) CLASS A CLASS B CLASS C CLASS R(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases 5.25%(3) None None None
Maximum Sales Charge Imposed on Reinvested
Dividends None None None None
Exchange Fees None None None None
Deferred Sales Charge (as a percentage of
lesser of purchase price or redemption
proceeds) None(4) 5%(5) 1%(6) None
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENT OF AVERAGE DAILY
NET ASSETS) CLASS A CLASS B CLASS C CLASS R
- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Management Fees .85% .85% .85% .85%
Rule 12b-1 Fees(7) .25% 1.00% 1.00% None
Other Operating Expenses (after
reimbursement)(8) .10% .10% .10% .10%
- ----------------------------------------------------------------
Total Expenses 1.20% 1.95% 1.95% .95%
- ----------------------------------------------------------------
</TABLE>
(1) Investment dealers and other firms may independently charge additional fees
for shareholder transactions or for advisory services; please see their materi-
als for details.
(2) Class R Shares are available for purchase only under certain limited cir-
cumstances, or by specified classes of investors. See "How to Buy Fund Shares--
Class R Shares."
(3) Reduced sales charges apply to purchases of $50,000 or more. See "How to
Buy Fund Shares--Class A Shares."
(4) Certain Class A purchases at net asset value of $1 million or more may be
subject to a 1% contingent deferred sales charge if redeemed within 18 months
of purchase. See "How to Buy Fund Shares--Class A Shares."
(5) Class B Shares redeemed within six years of purchase are subject to a con-
tingent deferred sales charge of 5% during the first year, 4% during the second
and third years, 3% during the fourth year, 2% during the fifth year, and 1%
during the sixth year.
(6) Class C Shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.
(7) Class A, Class B and Class C Shares are subject to an annual service fee of
.25% of the average daily net assets to compensate Authorized Dealers for ongo-
ing account services. In addition, Class B and Class C Shares are subject to
annual distribution fees of .75% of the average daily net assets to reimburse
Nuveen for costs in connection with the sale of Fund shares. See "Distribution
and Service Plan." Long-term holders of Class B and Class C Shares may pay more
in Rule 12b-1 fees than the economic equivalent of the maximum front-end sales
charge permitted under the National Association of Securities Dealers Rules of
Fair Practice.
(8) The investment adviser has agreed to waive fees and reimburse expenses
through July 31, 1997 in order to prevent Total Expenses (excluding any distri-
bution or service fees and extraordinary expenses) from exceeding .95% of the
average daily net asset value of any class of Fund shares. Absent expense reim-
bursement, "Other Operating Expenses" are estimated to be .25%.
EXAMPLE*
For the Fund, you would pay the following expenses on a $1,000 investment over
various time periods, assuming (1) a 5% annual rate of return and (2) redemp-
tion at the end of each time period:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A $64 $89
Class B** $59 $93
Class C*** $20 $67
Class R $10 $30
- --------------------------------------------------------------------------------------------------------
</TABLE>
*This example does not represent past or future expenses, which may be greater
or less than those shown. Moreover, the Fund's actual rate of return may be
greater or less than the hypothetical 5% return shown in this example. This ex-
ample assumes that the percentage amounts listed under Annual Operating Ex-
penses remain the same in each of the periods. For additional information about
the Fund's fees and expenses, see "Distribution and Service Plan" and "Manage-
ment of the Fund."
**Assumes that the shareholder redeemed on the first day of the next year and
the contingent deferred sales charge was applied as follows: 1 year (4%), and 3
years (3%). If instead the shareholder had redeemed on the last day of the
prior year, the expenses would have been as follows: 1 year $69 and 3 years
$103. See "How to Buy Fund Shares--Class B Shares."
***Assumes that the shareholder redeemed on the first day of the second year
and the contingent deferred sales charge was not applicable for any of the pe-
riods shown. If instead the shareholder had redeemed on the last day of the
first year, the expenses in the first year would have been $30. See "How to Buy
Fund Shares--Class C Shares."
- --------------------------------------------------------------------------------
SUMMARY INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The Fund seeks to provide over time a superior total return from a diversified
portfolio consisting primarily of equity securities of domestic companies with
market capitalizations of at least $500 million. The investment objective may
not be changed without shareholder approval. There is no assurance that this
objective will be realized.
- --------------------------------------------------------------------------------
HOW THE FUND PURSUES ITS
OBJECTIVE
The Fund invests primarily in a diversified portfolio of large- and mid-cap eq-
uities as a source of capital growth. The Fund, however, may shift a portion of
its investment portfolio into cash equivalents and short-term securities during
adverse markets in order to reduce risk and preserve capital. This strategy
seeks to provide you with higher returns over time than the S&P 500 with an
equal or lower level of risk. Please see "Additional Information About the
Fund's Investments," starting on page 6 for a more detailed discussion.
The Fund's portfolio manager, Institutional Capital Corporation ("ICAP"), em-
ploys a value-oriented approach to select securities for the Fund's investment
portfolio. Equity
----------
PAGE 3
<PAGE>
securities are initially screened using proprietary valuation models on the
basis of each security's relative price-earnings ratio and earnings stability.
ICAP then conducts extensive company research on the securities that pass this
initial screen in order to identify those securities with a clear company-spe-
cific or thematic catalyst which ICAP believes will trigger significant price
appreciation over a defined nine to eighteen month period. The most attractive
40-45 securities identified are purchased by ICAP for the Fund's investment
portfolio. ICAP then monitors the performance of its investments closely; if
an investment underperforms expectations and ICAP's expectations of the in-
vestment's future performance potential no longer meet its original purchase
criteria, ICAP will quickly replace the security in order to prevent continued
underperformance. For additional information regarding the Fund's portfolio
investments, see "Additional Information About the Fund's Investments."
GROWTH OF A $10,000 INVESTMENT 7/76 -- 6/96
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
ICAP 1 YEAR 5 YEAR 10 YEAR 20 YEAR
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Offer Price 15.42% 15.08% 15.26% 14.66%
NAV 21.81% 16.33% 15.88% 14.97%
- --------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG [COMPANY MAME HERE], S&P 500 INDEX AND PEER GROUP
<CAPTION>
ICAP Discretionary
Equity Composite Morningstar Growth
(with Dividends & Income Index S&P (with Dividends Consumer Price
Reinvested) (with Dividends Reinvested) Reinvested) Index (inflation)
------------------- -------------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
1976 9475 10000 10000 10000
- ---------------------------------------------------------------------------------------------------------------------------
1977 9820 10361 9971 10640
- ---------------------------------------------------------------------------------------------------------------------------
1978 10078 10393 9507 11326
- ---------------------------------------------------------------------------------------------------------------------------
1979 11412 12442 11410 12486
- ---------------------------------------------------------------------------------------------------------------------------
1980 12239 13316 12106 14319
- ---------------------------------------------------------------------------------------------------------------------------
1981 15757 18480 16933 15830
- ---------------------------------------------------------------------------------------------------------------------------
1982 15757 17032 14744 16906
- ---------------------------------------------------------------------------------------------------------------------------
1983 21576 24074 21233 17519
- ---------------------------------------------------------------------------------------------------------------------------
1984 22072 26006 23103 18351
- ---------------------------------------------------------------------------------------------------------------------------
1985 25247 30088 27469 19036
- ---------------------------------------------------------------------------------------------------------------------------
1986 35441 40368 37869 19470
- ---------------------------------------------------------------------------------------------------------------------------
1987 44648 48205 47717 20062
- ---------------------------------------------------------------------------------------------------------------------------
1988 46858 45025 43818 20845
- ---------------------------------------------------------------------------------------------------------------------------
1989 52364 51776 51741 21883
- ---------------------------------------------------------------------------------------------------------------------------
1990 62888 58507 61647 23027
- ---------------------------------------------------------------------------------------------------------------------------
1991 74739 65176 70512 24153
- ---------------------------------------------------------------------------------------------------------------------------
1992 83861 73198 78303 24925
- ---------------------------------------------------------------------------------------------------------------------------
1993 95169 83373 90224 25688
- ---------------------------------------------------------------------------------------------------------------------------
1994 102011 85722 91530 26332
- ---------------------------------------------------------------------------------------------------------------------------
1995 115935 94907 105790 27084
- ---------------------------------------------------------------------------------------------------------------------------
1996 154243 122572 142457 27638
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
PERFORMANCE OF THE PORTFOLIO
MANAGER
The Fund does not have any prior operating history. ICAP, the Fund's portfolio
manager, has managed separate private accounts since 1971. The accompanying
chart illustrates the growth of a hypothetical $10,000 investment based upon
the investment performance of the ICAP Discretionary Equity Composite between
June 30, 1976 and June 30, 1996. The ICAP Discretionary Equity Composite rep-
resents the composite performance of the managed accounts, presently totalling
approximately $2.4 billion, for which ICAP has served as investment adviser
and that have substantially the same investment objectives and policies as the
Fund. The ICAP Discretionary Equity Composite performance represents past per-
formance and should not be interpreted as indicative of future performance of
the Fund.
ICAP's performance results presented reflect the investment performance of the
ICAP Discretionary Equity Composite before deduction of any investment advi-
sory fees or other expenses, less Class A's projected annual operating ex-
penses as summarized in the Summary of Fund Expenses on page 3. The accompany-
ing chart illustrating the growth of a hypothetical $10,000 investment also
assumes payment of the maximum Class A sales charge of 5.25%. These perfor-
mance results would be different for a comparable Class B, C or R investment,
reflecting the different sales charge and ongoing operating expenses of each
respective class. The S&P 500 returns assume reinvestment of all dividends
paid by the stocks included in the index, but do not include brokerage commis-
sions or other fees an investor would incur by investing in the portfolio of
stocks comprising the index. The Morningstar returns represent the average of
the annualized returns with dividends reinvested of all the funds in
Morningstar's Growth and Income Fund category for the periods measured, but do
not include the effect of any sales charges that an investor will incur by
purchasing the funds comprising the Morningstar Index directly. All returns
and comparisons of returns are calculated on a quarterly basis. See "How the
Fund Shows Performance" for additional information.
- ----------
PAGE 4
<PAGE>
For the 10-year period ending June 30, 1996, the annualized total returns of
the ICAP Discretionary Equity Composite exceeded those of the S&P 500 by more
than 2% annually with significantly less risk. Over the same investment period,
the ICAP Composite's annualized total returns exceeded those of the Morningstar
Growth and Income average by more than 4% annually with comparable risk. Only
10 funds in the Morningstar Growth and Income category provided annualized re-
turns over this 10-year period in excess of the S&P 500 and only two funds pro-
vided annualized returns in excess of the ICAP Composite. For all 1-, 3-, 5-
and 10-year holding periods between June 30, 1976 and June 30, 1996, the ICAP
Composite's annualized total returns on average exceeded those of the S&P 500
by 0.46%, 0.67%, 0.74% and 0.76%, respectively, and exceeded those of the Morn-
ingstar Growth and Income average by 1.59%, 1.72%, 1.97% and 2.39%, respective-
ly. Of the 511 funds currently in the Morningstar Growth and Income category,
there are 473, 291, 199 and 114 funds, respectively, with 1-, 3-, 5- and 10-
year performance records.
The track record of the ICAP's Discretionary Equity Composite is particularly
strong in adverse markets. Over the past 20 years, there have been four periods
over which the S&P 500 declined by more than 10% over consecutive quarters. As
illustrated in the table below, in each of these market downturns the ICAP Com-
posite's cumulative performance significantly exceeded that of the S&P 500 as
well as the Morningstar Growth and Income average:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
MARKET S&P MORNING- ICAP/S&P ICAP/MS
DOWNTURN ICAP 500 STAR DIFFERENTIAL DIFFERENTIAL
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
01/77-03/78 -1.6% -11.8% -4.9% 10.2% 3.4%
04/81-06/82 1.0% -13.5% -7.8% 14.5% 8.8%
10/87-12/87 -10.1% -22.6% -19.1% 12.5% 9.0%
07/90-09/90 -7.8% -13.8% -13.2% 6.0% 5.4%
- ----------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
HOW TO DETERMINE IF THE FUND
IS RIGHT FOR YOU
WHO SHOULD INVEST
The Fund may be a suitable investment if:
. you are seeking a conservative, value-oriented stock fund as the core of a
balanced investment plan
. you wish to preserve and build wealth through prudent capital management
. you have a long-term investment horizon
WHO SHOULD NOT INVEST
The Fund may not be a suitable investment if:
. you are unwilling to accept moderate fluctuations in share price
. you have a short-term investment horizon
- --------------------------------------------------------------------------------
FUND FEATURES AND BENEFITS
LOW MINIMUM INVESTMENT
You can start your investment with a low initial purchase of $3,000 ($1,000 for
an Individual Retirement Account) in a particular share class. Additional in-
vestments can be made for as little as $50. Exceptions to these minimums are
made for participants in the Fund's automatic deposit, group purchase or rein-
vestment programs. See "How to Buy Fund Shares" for more details.
FLEXIBLE PURCHASE OPTIONS
The Fund offers four classes of shares--Classes A, B, C and R. Each class of-
fers a different combination of sales charges, ongoing fees, eligibility re-
quirements and other features. This permits you and your financial adviser to
choose the share class which best meets your investment needs. You and your ad-
viser will want to consider:
. the amount of your current investment
. current holdings in the Fund
. length of time you expect to hold the shares
. timing and amount of any future Fund investments
. other relevant information
See "Flexible Purchase Options", "How to Buy Fund Shares" and "How to Redeem
Fund Shares" for further discussion of the Fund's flexible purchase options.
EXCHANGE PRIVILEGE
Shares of the Fund may be quickly and easily exchanged by telephone, without a
sales charge, for shares of the same or equivalent class of any other Nuveen
Mutual Fund or for shares of certain Nuveen money market funds.
DIVIDEND REINVESTMENT
All income dividends or capital gains paid with respect to each class of shares
will be reinvested automatically into additional shares of the same class with-
out a sales charge, unless you elect to receive them in cash.
INVESTMENT OF NUVEEN UNIT TRUST
DISTRIBUTIONS
Distributions from any Nuveen Unit Trust may be used to buy Class A Shares of
the Fund without a sales charge.
AUTOMATIC DEPOSIT AND WITHDRAWAL PLANS
The Fund offers a number of options to help you manage additions to, and with-
drawals from, your account. These include automatic deposit, direct deposit and
payroll deduction plans for adding to your account on a regular basis. If you
need periodic withdrawals, and own shares totaling $10,000 or more, you can ar-
range to have $50 or more sent directly from your account monthly or quarterly.
ELECTRONIC FUND TRANSFERS
Nuveen's Fund Direct lets you link your Fund account to your account at a bank
or other financial institution. You may use Fund Direct to transfer money elec-
tronically between accounts, to purchase shares by phone, to invest through an
automatic deposit plan, or to send payments directly to your bank account.
----------
PAGE 5
<PAGE>
TELEPHONE REDEMPTION
You may establish free telephone redemption privileges for your account.
EASY LIQUIDITY
You may redeem all or some of your Fund shares on any business day at the then
net asset value. Class B and Class C Shares, as well as certain Class A pur-
chases of $1 million or more at net asset value, may be subject to a contin-
gent deferred sales charge upon redemption. See "How to Redeem Fund Shares".
- -------------------------------------------------------------------------------
RISKS AND SPECIAL
CONSIDERATIONS
You should consider certain other factors about the Fund before investing. As
with other equity mutual funds, the value of the Fund's investment portfolio
will tend to vary with changes in the stock market. Accordingly, the Fund
should be considered a long-term investment, designed to provide the best re-
sults when held for a multi-year period. The Fund may not be suitable if you
have a short-term investment horizon. In addition, investments by the Fund in
American Depository Receipts ("ADRs") of foreign companies involve opportuni-
ties and risks not typically associated with investing in U.S. companies.
There are special risks associated with options and futures transactions. See
"Additional Information About the Fund's Investments."
- -------------------------------------------------------------------------------
WHO IS RESPONSIBLE FOR
THE OPERATION OF THE FUND?
The following organizations work together to provide the services and features
offered by the Fund:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
ORGANIZATION FUNCTION DUTIES
- ---------------------------------------------------------------------------------------
<S> <C> <C>
John Nuveen & Co. Fund Sponsor Sponsors and manages
Incorporated and Principal the offering of Fund
("Nuveen") Underwriter shares
Nuveen Institutional Fund Manager Oversees the Fund's
Advisory Corp. portfolio manager,
("NIAC") manages the Fund's
business affairs and
provides day-to-day
administrative services
to the Fund
Institutional Capital Portfolio Manager Manages the Fund's
Corporation ("ICAP") investment portfolio
Shareholder Services, Transfer Agent; Maintains shareholder
Inc. ("SSI") Shareholder Services accounts, handles share
Agent; Dividend redemptions and
Paying Agent exchanges and dividend
payments
The Chase Manhattan Custodian Maintains custody of the
Bank ("Chase") Fund's investments and
provides certain
accounting services to
the Fund
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION
ABOUT THE FUND'S INVESTMENTS
HOW THE FUND SELECTS INVESTMENTS
As portfolio manager, ICAP selects equity securities on the basis of its eval-
uation of each security's relative value in terms of projected relative price-
/earnings ratios and earnings stability. When making investment decisions,
ICAP develops an economic framework (including an interest rate, inflation,
and business cycle outlook) and analyzes strategic economic and/or industry
themes to identify appropriate investments. ICAP uses a variety of proprietary
research techniques and computer models to search for equity securities be-
lieved to possess the best relative value based on proprietary price/earnings
projections and an analysis of earnings stability. Furthermore, a clear cata-
lyst must exist, either stock-specific, industry or economic, which ICAP be-
lieves will trigger significant price appreciation within a definable period.
In order to enhance its internal research, ICAP also utilizes a wide variety
of external sources for investment information including recognized strate-
gists, economists, technical and fundamental analysts, corporate executives,
and industry sources.
For each investment, ICAP establishes an upside price target and a downside
risk potential. This strategy allows for continuous monitoring of fundamental
conditions and stock price performance. Although ICAP typically expects the
investment potential of each investment to be realized over a nine to eighteen
month time period, it is not unusual for equities to be held for a longer pe-
riod if justified by their potential future performance. Investments that
underperform expectations are reviewed intensively. If the risk/reward profile
of a particular investment becomes unattractive or the reasons for owning the
security no longer appear valid, the investment typically is sold expedi-
tiously to avoid continued underperformance.
In addition to investments in equity securities, in order to preserve capital
and to enhance returns, under normal market conditions the Fund may invest up
to 35% of its total assets in cash equivalents and short-term fixed income se-
curities, and may invest up to 100% of its assets in such instruments as a
temporary defensive measure. See "Fixed Income Securities" below. This strat-
egy seeks to provide you with higher returns than the S&P 500 with an equal or
lower level of risk.
EQUITY SECURITIES
Under normal market conditions, the Fund will invest primarily in equity secu-
rities of domestic companies with market capitalizations of at least $500 mil-
lion ("Equity Securities"). Equity Securities include common stocks; preferred
stocks; warrants to purchase common stocks or preferred stocks; securities
convertible into common or preferred stocks, such as convertible bonds and de-
bentures; and other securities with equity characteristics. The Fund will in-
vest at least 65% of its total assets in Equity Securities which do not in-
clude warrants or rights to purchase common stock.
Convertible securities must be rated Baa or higher by Moody's Investors Serv-
ice ("Moody's") or BBB or higher
- ----------
PAGE 6
<PAGE>
by Standard & Poor's ("S&P"), Duff & Phelps, Inc. ("D&P") or Fitch Investors
Service, Inc. ("Fitch"). Bonds rated Baa or BBB, although considered investment
grade, have speculative characteristics and may be subject to greater fluctua-
tions in value than higher-rated bonds. A general description of ratings may be
found in the Statement of Additional Information.
In addition, the Fund may invest indirectly in equity securities of foreign is-
suers through investments in American Depository Receipts ("ADRs"), described
later in this section.
FIXED-INCOME SECURITIES
The Fund may invest up to 35% of its total assets in cash equivalents and
short-term fixed income securities. In addition, when ICAP believes that market
conditions warrant, the Fund may invest up to 100% of its assets in such in-
struments for temporary defensive purposes. Cash equivalents and short-term
fixed income securities must be from issuers having a long-term rating of at
least A or higher by S&P, Moody's or Fitch, or A- or higher by D&P, and having
a maturity of one year or less. Such securities include, without limitation,
the following: U.S. government securities that are either issued or guaranteed
by the U.S. Treasury or by U.S. governmental agencies or instrumentalities;
certificates of deposit; bank time deposits; bankers' acceptances; commercial
paper rated A-1 or better by S&P, Prime-1 or better by Moody's, Duff 2 or
higher by D&P, or Fitch 2 or higher by Fitch; or repurchase agreements entered
into only with respect to obligations of the U.S. government, its agencies or
instrumentalities, certificates of deposit and bankers acceptances.
A repurchase agreement is a contract under which the Fund would acquire a secu-
rity for a relatively short period, and the seller would agree to buy back such
security at a fixed price and time. Repurchase agreements could involve certain
risks in the event of the default or insolvency of the other party to the
agreement, including possible delays or restrictions upon a Fund's ability to
dispose of the underlying securities.
WHEN-ISSUED SECURITIES
In order to lock in a fixed price on a security it intends to purchase, the
Fund may invest without limitation in securities purchased on a when-issued or
delayed delivery basis ("When-Issued Securities"). Although the payment and
terms of these securities are established at the time the purchaser enters into
the commitment, these securities may be delivered and paid for at a future
date, generally within 45 days. The Fund will segregate and maintain cash, cash
equivalents, U.S. government securities, or other high-quality, liquid debt se-
curities in an amount at least equal to the amount of outstanding commitments
for When-Issued Securities at all times. Such securities involve a risk of loss
if the value of the security to be purchased declines prior to the settlement
date.
AMERICAN DEPOSITORY RECEIPTS ("ADRS")
ADRs are receipts typically issued by a U.S. bank or trust company evidencing
ownership of the underlying foreign security and denominated in U.S. dollars.
The Fund may invest up to 20% of its net assets in ADRs or other instruments
denominated in U.S. dollars that permit indirect investment in foreign securi-
ties. ADRs do not eliminate all the risk inherent in investing in foreign is-
suers, such as changes in foreign currency exchange rates. However, by invest-
ing in ADRs rather than directly in foreign issuers' stock, the Fund avoids
currency risks during the settlement period.
Investments in securities of foreign issuers involve risks in addition to the
usual risks inherent in domestic investments, including currency risks. The
value of a foreign security in U.S. dollars tends to decrease when the value of
the U.S. dollar rises against the foreign currency in which the security is de-
nominated and tends to increase when the value of the U.S. dollar falls against
such currency.
Some ADRs may not be sponsored by the issuer. ADRs are affected by the fact
that in many countries there is less publicly available information about is-
suers than is available in the reports and ratings published about companies in
the U.S. and companies may not be subject to uniform accounting, auditing and
financial reporting standards. Other risks inherent in foreign investments in-
clude expropriation; confiscatory taxation; withholding taxes on dividends and
interest; less extensive regulation of foreign brokers, securities markets and
issuers; diplomatic developments; and political or social instability. Foreign
economies may differ favorably or unfavorably from the U.S. economy in various
respects, and many foreign securities are less liquid and their prices tend to
be more volatile than comparable U.S. securities. From time to time, foreign
securities may be difficult to liquidate rapidly without adverse price effects.
CERTAIN INVESTMENT STRATEGIES AND LIMITATIONS
The Fund may engage in options and futures transactions, which are sometimes
referred to as derivative transactions. The Fund's options and futures transac-
tions may include instruments such as stock index options and futures con-
tracts. Such transactions may be used for several reasons, including hedging
unrealized portfolio gains. The Fund will only engage in futures and options
transactions that, pursuant to regulations promulgated by the Commodity Futures
Trading Commission (the "CFTC"), constitute bona fide hedging or other permis-
sible risk management transactions and will not enter into such transactions if
the sum of the initial margin deposits and premiums paid for unexpired options
exceeds 5% of the Fund's total assets. In addition, the Fund will not enter
into options and futures transactions if more than 30% of the Fund's net assets
would be committed to such instruments.
The ability of the Fund to benefit from options and futures is largely depen-
dent upon ICAP's ability to correctly use such instruments, which may involve
skills different from those associated with managing securities generally. The
Fund could lose money on a futures transaction or an option could expire worth-
less, in addition to the Fund suffering a loss on the value of its portfolio
assets. For a further discussion of options and futures transactions, please
see the Statement of Additional Information.
The Fund may lend its portfolio securities, up to 33 1/3% of its total assets,
to broker-dealers or institutional investors. The loans will be secured contin-
uously by collateral at least equal to the value of the securities lent by
"marking to market" daily. The Fund will continue to receive the equivalent of
the interest or dividends paid by the issuer of the securities lent and will
retain the right to call, upon notice, the lent securities. The Fund may also
receive interest on
----------
PAGE 7
<PAGE>
the investment of the collateral or a fee from the borrower as compensation
for the loan. As with other extensions of credit, there are risks of delay in
recovery or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans will be made only to firms deemed
by the portfolio manager to be of good standing.
The Fund may invest up to 15% of its net assets in illiquid securities, which
include, but are not limited to, restricted securities (securities the dispo-
sition of which is restricted under the federal securities laws); securities
that may be resold pursuant to Rule 144A under the Securities Act of 1933 but
that are deemed to be illiquid; and repurchase agreements with maturities in
excess of seven days.
PORTFOLIO TURNOVER
The Fund anticipates that its annual portfolio turnover rate will be between
100% and 125% under normal market conditions, and will generally not exceed
150%. A turnover rate of 100% would occur, for example, if the Fund sold and
replaced securities valued at 100% of its net assets within one year. In the
event the Fund were to have a turnover rate of 100% or more in any year, it
would result in the payment by the Fund of increased brokerage costs and could
result in the payment by shareholders of increased taxes on realized invest-
ment gains.
OTHER INVESTMENT POLICIES AND RESTRICTIONS
The Fund will not invest more than 5% of its net assets in any one of the fol-
lowing types of investments: warrants; unseasoned companies; and transactions
in short sales against the box. In addition, the Fund has adopted several re-
strictions on the investments and other activities of the Fund that may not be
changed without shareholder approval. For example, the Fund may not:
. With respect to 75% of its total assets, purchase the securities of any is-
suer (except securities issued or guaranteed by the U.S. government or any
agency or instrumentality thereof) if, as a result, (i) more than 5% of the
Fund's total assets would be invested in securities of that issuer, or (ii)
the Fund would hold more than 10% of the outstanding voting securities of
that issuer.
. Borrow money, except that the Fund may (i) borrow money from banks for tem-
porary or emergency purposes (but not for leverage or the purchase of in-
vestments) and (ii) engage in other transactions permissible under the In-
vestment Company Act of 1940 that may involve a borrowing (such as investing
in When-Issued Securities or certain futures and options), provided that the
combination of (i) and (ii) shall not exceed 33 1/3% of the value of the
Fund's total assets (including the amount borrowed), less the Fund's liabil-
ities (other than borrowings).
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in the value of assets will not be considered a violation.
Except as specifically noted above or in the Statement of Additional Informa-
tion, the Fund's investment policies are not fundamental and may be changed
without shareholder approval. For a more complete description of investment
restrictions that may be changed without a shareholder vote, see the Statement
of Additional Information.
- -------------------------------------------------------------------------------
FLEXIBLE PURCHASE OPTIONS
The Fund has adopted Flexible Purchase Options that offer you four alternative
classes of Fund shares (Classes A, B, C and R), each with a different combina-
tion of sales charges, ongoing fees, eligibility requirements, and other fea-
tures. The Fund's Flexible Purchase Options are designed to permit you and
your financial adviser to choose the method of purchasing shares that you be-
lieve is most beneficial given the amount of your investment, any current
holdings of Fund shares, the length of time you expect to hold your investment
and other relevant circumstances. A summary of the four classes of Fund shares
is set forth below:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
CONTINGENT ANNUAL
DEFERRED ANNUAL 12B-1 12B-1
UP-FRONT SALES CHARGE DISTRIBUTION SERVICE
SALES CHARGE ("CDSC") FEE FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 5.25%(1) None(2) None .25%
Class B None 5%(3) .75%(4) .25%
Class C None 1%(5) .75% .25%
Class R None None None None
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Maximum up-front sales charge, which is reduced for purchases of $50,000
or more. Up-front sales charge may be reduced or waived for certain purchases.
(2) Certain Class A purchases at net asset value of $1 million or more may be
subject to a 1% CDSC if redeemed within 18 months of purchase.
(3) CDSC in the first year. CDSC declines to 0% after six years.
(4) Class B Shares convert to Class A Shares after eight years, which reduces
the ongoing expenses borne by an investor.
(5) CDSC is applicable to shares redeemed within 12 months of purchase.
For more information regarding features of each class, see "How to Buy Fund
Shares," "How to Redeem Fund Shares" and "Distribution and Service Plan" be-
low.
When you purchase Class A Shares, you will normally pay an up-front sales
charge. As a result, you will have less money invested initially and you will
own fewer Class A Shares than you would in the absence of an up-front sales
charge. Alternatively, when you purchase Class B or Class C Shares, you will
not pay an up-front sales charge and all of your monies will be fully invested
at the time of purchase. However, Class B and Class C Shares are subject to an
annual distribution fee which constitutes an asset-based sales charge whose
purpose is the same as an up-front sales charge. In addition, Class B Shares
when redeemed are subject to a CDSC, which will vary depending on the length
of time you owned your shares. Class B Shares automatically convert to Class A
Shares eight years after purchase in order to limit the distribution fees you
pay over the life of your investment. Class C Shares are subject to a CDSC of
1% if redeemed within 12 months of purchase. Because Class C Shares do not
convert to Class A Shares and continue to pay an annual distribution fee in-
definitely, Class C Shares should normally not be purchased by an investor who
expects to hold shares for significantly longer than eight years. Class A,
Class B and Class C Shares are subject to annual service fees, which are iden-
tical in amount and are used to compensate Authorized Dealers for providing
you with ongoing account services. You may qualify for a reduced sales charge
or a sales charge waiver on a purchase of Class A Shares, as described under
"How the Class A Sales Charge May Be Reduced or Waived." Class R Shares are
available for purchase at a price equal to their net asset
- ----------
PAGE 8
<PAGE>
value, but only under certain circumstances or for certain categories of in-
vestors, as described below under "How to Buy Fund Shares--Class R Shares."
In deciding whether to purchase Class A, Class B, Class C or Class R Shares,
you should consider all relevant factors, including the dollar amount of your
purchase, any current holdings of Fund shares, the length of time you expect to
hold the shares and whether a CDSC would apply, the amount of any applicable
up-front sales charge, the amount of any applicable distribution or service
fees that may be incurred while you own the shares, whether or not you will be
reinvesting income or capital gain distributions in additional shares, whether
or not you meet applicable eligibility requirements or qualify for a sales
charge waiver or reduction, and the relative level of services that your finan-
cial adviser may provide to different classes. Authorized Dealers and other
persons distributing the Fund's shares may receive different compensation for
selling different classes of shares.
Each class of shares represents an interest in the same portfolio of invest-
ments. Each class of shares is identical in all respects except that each class
has its own sales charge structure, each class bears its own class expenses,
including distribution and service fees, and each class has exclusive voting
rights with respect to any distribution or service plan applicable to its
shares. In addition, Class B Shares are subject to a conversion feature. As a
result of the differences in the expenses borne by each class of shares, and
differences in the purchase and redemption activity for each class, net income
per share, dividends per share and net asset value per share will vary among
the Fund's classes of shares.
Upon notice to all Authorized Dealers, Nuveen may reallow to Authorized Dealers
electing to participate up to the full applicable Class A Share up-front sales
charge during periods and for transactions specified in the notice. The
reallowances made during these periods may be based upon attainment of minimum
sales levels. Furthermore, Nuveen may from time to time provide additional pro-
motional support and make additional reallowances only to certain Authorized
Dealers who sell or are expected to sell certain minimum amounts of the Fund or
other Nuveen Mutual Funds and Nuveen Unit Trusts during specified time periods.
Promotional support may include providing sales literature to and holding in-
formational or educational programs for the benefit of such Authorized Dealers'
representatives, seminars for the public, and advertising and sales campaigns.
Nuveen may reimburse a participating Authorized Dealer for up to one-half of
specified media costs incurred in the placement of advertisements which jointly
feature the Authorized Dealer and Nuveen Funds and Nuveen Unit Trusts.
Such reimbursement will be based on the number of its financial advisers who
have sold Nuveen Fund shares and Nuveen Unit Trust units during the prior cal-
endar year according to an established schedule. Any such support or reimburse-
ment would be provided by Nuveen out of its own assets, and not out of the as-
sets of the Funds, and will not change the price an investor pays for shares or
the amount that a Fund will receive from such a sale. The staff of the Securi-
ties and Exchange Commission takes the position that dealers who receive 90% or
more of the applicable sales charge may be deemed underwriters under the Secu-
rities Act of 1933, as amended.
- --------------------------------------------------------------------------------
HOW TO BUY FUND SHARES
CLASS A SHARES
You may purchase Class A Shares at a public offering price equal to the appli-
cable net asset value per share plus an up-front sales charge imposed at the
time of purchase as set forth below. You may qualify for a reduced sales
charge, or the sales charge may be waived in its entirety, as described below
under "How the Class A Sales Charge May Be Reduced or Waived." Class A Shares
are also subject to an annual service fee of .25%. See "Flexible Purchase Op-
tions" and "Distribution and Service Plan."
The up-front sales charge schedule for Class A Shares is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SALES CHARGE
SALES CHARGE AS % OF REALLOWANCE
AS % OF PUBLIC NET AMOUNT AS % OF PUBLIC
AMOUNT OF PURCHASE OFFERING PRICE INVESTED OFFERING PRICE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.25% 5.54% 5.00%
$50,000 but less
than $100,000 4.25% 4.44% 4.00%
$100,000 but less
than $250,000 3.50% 3.63% 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 0.00% 0.00% 0.00%*
- ------------------------------------------------------------------------------------
</TABLE>
*Authorized Dealers are eligible to receive a commission from Nuveen as dis-
cussed below.
The Fund receives the entire net asset value of all Class A Shares that are
sold. Nuveen retains the full applicable sales charge from which it pays the
uniform reallowances shown above to Authorized Dealers. See "Flexible Purchase
Options" for more information about reallowances and other compensation to Au-
thorized Dealers.
Certain commercial banks may make Class A Shares of the Fund available to their
customers on an agency basis. Pursuant to the agreements between Nuveen and
these banks, some or all of the sales charge paid by a bank customer in connec-
tion with a purchase of Class A Shares may be retained by or paid to the bank.
Certain banks and other financial institutions may be required to register as
securities dealers in certain states.
Class A Share purchases of $1 million or more are sold at net asset value with-
out an up-front sales charge. Nuveen pays Authorized Dealers of record on such
Class A Share purchases a sales commission equal to the sum of 1.00% of the
first $2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of pur-
chases over $5.0 million. If such shares are redeemed within 18 months of pur-
chase, a CDSC of 1% of the lower of the purchase price or the redemption pro-
ceeds may be imposed upon the redemption. Shares purchased by investors invest-
ing $1 million or more who have made arrangements with Nuveen and whose dealer
of record waived the commission are not subject to the CDSC.
HOW THE CLASS A SALES CHARGE MAY BE REDUCED OR WAIVED
There are several ways to reduce or eliminate the up-front sales charge:
. cumulative discount;
--------
PAGE 9
<PAGE>
. letter of intent;
. purchases with monies representing distributions from Nuveen-sponsored Unit
Trusts;
. group purchase programs;
. reinvestment of redemption proceeds from non-affiliated funds; and
. special sales charge waivers for certain categories of investors.
You may qualify for a reduced sales charge as shown above on a purchase of
Class A Shares if the amount of your purchase, when added to the value that day
of all of your prior purchases of shares of the Fund or of another Nuveen Mu-
tual Fund, or units of a Nuveen Unit Trust, on which an up-front sales charge
or ongoing distribution fee is imposed, falls within the amounts stated in the
table. You or your financial adviser need to notify Nuveen or SSI of any cumu-
lative discount level you have achieved at the time you purchase your shares.
You may qualify for a reduced sales charge on a purchase of Class A Shares 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 above. In order to take
advantage of this option, you need to complete the applicable section of the
Application Form or sign and deliver either to an Authorized Dealer or to SSI a
written Letter of Intent in a form acceptable to Nuveen. 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 re-
duced sales charge shown above. You may count shares of a Nuveen Mutual Fund
that you already own on which you paid an up-front sales charge or an ongoing
distribution fee and any Class B and Class C 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 over that period. You cannot count Class A Shares that you pur-
chase without a sales charge through investment of distributions from a Nuveen
Mutual Fund, a Nuveen Unit Trust or otherwise, towards completion of your Let-
ter of Intent program.
By establishing a Letter of Intent, you agree that your first purchase of Class
A Shares 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 repre-
senting 5% of the total amount of your intended purchases will be held in es-
crow pending completion of these purchases. All dividends and capital gains
distributions on Class A Shares held in escrow will be credited to your ac-
count. 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, exceed the amount specified in your Letter of In-
tent and thereby qualify for a lower sales charge than the sales charge speci-
fied in your Letter of Intent, you will receive this lower sales charge retro-
actively, and the difference between it and the higher sales charge paid will
be used to purchase additional Class A Shares on your behalf. If the total pur-
chases, less redemptions, are less than the amount specified, you must pay
Nuveen an amount equal to the difference between the amounts paid for these
purchases and the amounts that 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 Nuveen or your financial adviser, Nuveen will redeem an ap-
propriate number of your escrowed Class A Shares to meet the required payment.
By establishing a Letter of Intent, you irrevocably appoint Nuveen 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 adviser need to notify Nuveen or SSI whenever you make a
purchase of Fund shares that you wish to be covered under the Letter of Intent
option.
You may purchase Class A Shares without an up-front sales charge if you are in-
vesting distributions from a Nuveen Unit Trust. There is no initial or subse-
quent minimum investment requirement for such purchases.
If you are a member of a qualified group, you may purchase Class A Shares of
the Fund or of another Nuveen Mutual Fund at the reduced sales charge applica-
ble to the group's purchases taken as a whole. A "qualified group" is one which
has been in existence for more than six months, has a purpose other than in-
vestment, has five or more participating members, has agreed to include Fund
sales publications in mailings to members and has agreed to comply with certain
administrative requirements relating to its group purchases.
Under any group purchase program, the minimum monthly investment in Class A
Shares of any particular fund or portfolio by each participant is $25, and the
minimum monthly investment in Class A Shares of any particular fund or portfo-
lio for all participants in the program combined is $3,000. No certificates
will be issued for any participant's account. All dividends and other distribu-
tions by the Fund will be reinvested in additional Class A Shares of the Fund.
No participant may utilize a systematic withdrawal program.
To establish a group purchase program, both the group itself and each partici-
pant must fill out special application materials, which the group administrator
may obtain from the group's financial adviser by checking the applicable box on
the enclosed Application Form or by calling SSI toll-free at 800-621-7227. See
the Statement of Additional Information for more complete information about
"qualified groups" and group purchase programs.
You may also purchase Class A Shares at net asset value without a sales charge
if the purchase takes place through an Authorized Dealer and represents the re-
investment of the proceeds of the redemption of shares of one or more regis-
tered investment companies not affiliated with Nuveen. You need to provide ap-
propriate documentation that the redemption occurred not more than 360 days
prior to the reinvestment of the proceeds in Class A Shares, and that you ei-
ther paid an up-front sales charge or were subject to a contingent deferred
sales charge upon the redemption of the shares of the other investment company.
Class A Shares of the Fund may be purchased at net asset value without a sales
charge and in any amount by: officers, trustees and retired trustees of the
Trust; bona fide, full-time and retired employees of Nuveen or ICAP, any parent
company of Nuveen, and subsidiaries thereof, or their immediate family members
(as defined below); any
- ----------
PAGE 10
<PAGE>
person who, for at least 90 days, has been an officer, director or bona fide
employee of any Authorized Dealer, or their immediate family members; officers
and directors of bank holding companies that make Fund shares available di-
rectly or through subsidiaries or bank affiliates; bank or broker-affiliated
trust departments; investors purchasing on a periodic, asset-based fee or no
transaction fee basis through a broker-dealer sponsored mutual fund purchase
program; and clients of investment advisers, financial planners or other finan-
cial intermediaries that charge periodic or asset-based fees for their servic-
es. For further details about these special categories and their eligibility
requirements, please consult your financial adviser or consult the Statement of
Additional Information, or call Nuveen at 800-621-7227.
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 Fund. You or your finan-
cial adviser need to notify Nuveen or SSI whenever you make a purchase of Class
A Shares that you wish to be covered under these special sales charge waivers.
All of the above categories of investors are also eligible to purchase Class R
Shares, as described below under "Class R Shares." Finally, Class A Shares may
be issued at net asset value without a sales charge in connection with the ac-
quisition by the Fund of another investment company.
GENERAL
In determining the amount of your purchases of Class A Shares that may qualify
for a reduced sales charge, the following purchases may be combined: (1) all
purchases by a trustee or other fiduciary for a single trust estate or fidu-
ciary account; (2) all purchases by individuals and their immediate family mem-
bers (i.e., their spouses and their children under 21 years of age); or (3) all
purchases made through a group purchase program as described above.
The reduced sales charge programs may be modified or discontinued by the Fund
at any time upon prior written notice to shareholders of the Fund.
FOR MORE INFORMATION ABOUT THE PURCHASE OF CLASS A SHARES OR REDUCED SALES
CHARGE PROGRAMS, OR TO OBTAIN THE REQUIRED APPLICATION FORMS, CALL NUVEEN TOLL-
FREE AT 800-621-7227.
CLASS B SHARES
You may purchase Class B Shares at a public offering price equal to the appli-
cable net asset value per share without any up-front sales charge. Since Class
B Shares are sold without an initial sales charge, the full amount of your pur-
chase payment will be invested in Class B Shares. Class B Shares are subject to
an annual distribution fee to compensate Nuveen for its costs in connection
with the sale of Class B shares, and are also subject to an annual service fee
to compensate Authorized Dealers for providing you with ongoing financial ad-
vice and other account services.
You may be subject to a CDSC if you redeem your Class B shares within a speci-
fied period after purchase, as shown in the table below. See "Flexible Purchase
Options" and "Distribution and Service Plan." Nuveen compensates Authorized
Dealers for sales of Class B Shares at the time of sale at the rate of 4.00% of
the amount of Class B Shares purchased, which represents a sales commission of
3.75% plus an advance on the first year's annual service fee of .25%.
If redeemed prior to the end of the sixth year after purchase, Class B Shares
may be subject to a CDSC, as set forth below:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
YEARS SINCE PURCHASE CDSC
- ------------------------------------------------------------------------------
<S> <C>
0-1 5%
1-2 4%
2-3 4%
3-4 3%
4-5 2%
5-6 1%
- ------------------------------------------------------------------------------
</TABLE>
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. For more information regarding
the imposition of the CDSC, see "How to Redeem Fund Shares--Class B Shares,"
below.
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 conver-
sion 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 In-
ternal 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 appli-
cable net asset value per share without any up-front sales charge. Class C
Shares are subject to an annual distribution fee to compensate Nuveen for its
costs in connection with the sale of Class C Shares. Class C Shares are also
subject to an annual service fee of .25% to compensate Authorized Dealers for
providing you with ongoing financial advice and other account services. Nuveen
compensates Authorized Dealers 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 repre-
sents a sales commission of .75% plus an advance on the first year's annual
service fee of .25%. See "Flexible Purchase Options" and "Distribution and
Service Plan."
----------
PAGE 11
<PAGE>
Redemptions 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. See "How
to Redeem Fund Shares--Class C Shares."
CLASS R SHARES
If you are making an initial purchase of $1 million or more of Fund shares in a
single transaction, you may purchase Class R shares at a public offering price
equal to the applicable net asset value per share without any up-front sales
charge or ongoing distribution or service fees. You also may purchase Class R
Shares subject only to the Fund's minimum investment requirement of $3,000 if
you are within the following specified categories of investors who are eligible
to purchase Class A Shares at net asset value without an up-front sales charge:
officers, trustees and retired trustees of the Trust; bona fide, full-time and
retired employees of Nuveen or ICAP, any parent company of Nuveen, and subsidi-
aries thereof, or their immediate family members; any person who, for at least
90 days, has been an officer, director or bona fide employee of any Authorized
Dealer, or their immediate family members; officers and directors of bank hold-
ing companies that make Fund shares available directly or through subsidiaries
or bank affiliates; bank or broker-affiliated trust departments; investors pur-
chasing on a periodic fee, asset-based fee or no transaction fee basis through
a broker-dealer sponsored mutual fund purchase program; and clients of invest-
ment advisers, financial planners or other financial intermediaries that charge
periodic or asset-based fees for their services. For further details about
these special categories and their eligibility requirements, please consult
your financial adviser or the Statement of Additional Information, or call
Nuveen at 800-621-7227.
If you are eligible to purchase either Class R Shares or Class A Shares without
a sales charge at net asset value, you should be aware of the differences be-
tween these two classes of shares. Class A Shares are subject to an annual
service fee to compensate Authorized Dealers for providing you with ongoing ac-
count services. Class R Shares are not subject to a distribution or service fee
and, consequently, holders of Class R Shares may not receive the same types or
levels of services from Authorized Dealers. In choosing between Class A Shares
and Class R Shares, you should weigh the benefits of the services to be pro-
vided by Authorized Dealers against the annual service fee imposed upon the
Class A Shares.
INITIAL AND SUBSEQUENT PURCHASES OF SHARES
You may buy Fund shares through Authorized Dealers or by calling or directing
your financial adviser to call Nuveen toll-free at 800-843-6765. You may pay
for your purchase by Federal Reserve draft or by check made payable to "Nuveen
Growth and Income Stock Fund, Class [A], [B], [C], [R]," delivered to the fi-
nancial adviser through whom the investment is to be made for forwarding to the
Fund's shareholder services agent, SSI. When making your initial investment,
you must also furnish the information necessary to establish your Fund account
by completing and enclosing with your payment the attached Application Form.
After your initial investment, you may make subsequent purchases at any time by
forwarding to your financial adviser or SSI a check in the amount of your pur-
chase made payable to "Nuveen Growth and Income Stock Fund, Class [A], [B],
[C], [R]," and indicating on the check your account number. All payments need
to be in U.S. dollars and should be sent directly to SSI at its address listed
on the back cover of this Prospectus. A check drawn on a foreign bank or pay-
able other than to the order of the Fund generally will not be acceptable. You
may also wire Federal Funds directly to SSI, but you may be charged a fee for
this. For instructions on how to make Fund purchases by wire transfer, call
Nuveen toll-free at 800-621-7227.
PURCHASE PRICE
The price at which you purchase a class of Fund shares is based on the next
calculation of the net asset value for that share class after the order is
placed. The net asset value per share of each share class is determined as of
the close of trading (normally 4:00 p.m. Eastern Time) on each day the New York
Stock Exchange is open for business. See "Net Asset Value," below for a de-
scription of how net asset value is calculated.
MINIMUM INVESTMENT REQUIREMENTS
Generally, your first purchase of any class of the Fund's shares needs to be
for $3,000 or more ($1,000 or more for an Individual Retirement Account). Addi-
tional purchases may be in amounts of $50 or more. These minimums may be
changed at any time by the Fund. There are exceptions to these minimums for
shareholders who qualify under one or more of the Fund's automatic investment,
group purchase or reinvestment programs.
SYSTEMATIC INVESTMENT PROGRAMS
The Fund offers you several opportunities to capture the benefits of "dollar
cost averaging" through systematic investment programs. In a regularly followed
dollar cost averaging program, you would purchase more shares when Fund share
prices are lower and fewer shares when Fund share prices are higher, so that
the average price paid for Fund shares is less than the average price of the
Fund shares over the same time period. Dollar cost averaging does not assure
profits or protect against losses in a steadily declining market. Since dollar
cost averaging involves continuous investment regardless of fluctuating price
levels, you should consider your financial ability to continue investing in de-
clining as well as rising markets before deciding to invest in this way. The
Fund offers two different types of systematic investment programs:
Once you have established a Fund account, you may make regular investments in
an amount of $25 or more each month by authorizing SSI to draw preauthorized
checks on your bank account. There is no obligation to continue payments and
you may terminate your participation at any time at your discretion. No charge
in addition to the applicable sales charge is made in connection with this
Plan, and there is no cost to the Fund. To obtain an application form for the
Automatic Deposit Plan, check the applicable box on the enclosed Application
Form or call Nuveen toll-free at 800-621-7227.
Once you have established a Fund account, you may, with your employer's con-
sent, make regular investments in Fund shares of $25 or more per pay period by
authorizing your employer to deduct this amount automatically from your pay-
check. There is no obligation to continue payments and you may terminate your
participation at any time at your discretion. No charge in addition to the ap-
plicable sales charge is made for this Plan, and there is no cost
- ----------
PAGE-12
<PAGE>
to the Fund. To obtain an application form for the Payroll Direct Deposit
Plan, check the applicable box on the enclosed Application Form or call Nuveen
toll-free at 800-621-7227.
OTHER SHAREHOLDER PROGRAMS
You may exchange shares of a class of the Fund for shares of the same class of
any other Nuveen Mutual Fund with reciprocal exchange privileges, at net asset
value without a sales charge, by sending a written request to the Fund, c/o
Shareholder Services, Inc., P.O. Box 5330, Denver, CO 80217-5330. Similarly,
Class A, Class B, Class C and Class R Shares of other Nuveen Mutual Funds may be
exchanged for the same class of shares of the Fund at net asset value with-out a
sales charge. Exchanges of shares from any Nuveen money market fund will be made
into Class A Shares, Class B Shares, Class C Shares or Class R Shares (if
eligible) of the Fund at the public offering price. If, however, a sales charge
has previously been paid on the investment represented by the exchanged shares
(i.e., the shares to be exchanged were originally issued in exchange for shares
on which a sales charge was paid), the exchange of shares from a Nuveen money
market fund will be made into shares of the Fund at net asset value. Class A
Shares, Class C Shares or Class R Shares may be exchanged for shares of any
Nuveen money market fund, but Class B Shares may not be ex-changed for shares of
a Nuveen money market fund.
If you exchange shares subject to a CDSC, no CDSC will be charged at the time
of the exchange. However, if you subsequently redeem 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.
The shares to be purchased must be offered in your state of residence and you
must have held the shares you are exchanging for at least 15 days. The total
value of exchanged shares must at least equal the minimum investment require-
ment of the Nuveen Mutual Fund being purchased. For federal income tax purpos-
es, any exchange constitutes a sale and purchase of shares and may result in
capital gain or loss. Before making any exchange, you should obtain the Pro-
spectus 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 ex-
actly 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 Guarantee Program or in such other manner as may be accept-
able to the Fund. You may also exchange shares by telephone if you authorize
telephone exchanges by checking the applicable box on the enclosed Application
Form or by calling Nuveen toll-free at 800- 621-7227 to obtain an authoriza-
tion form. The exchange privilege may be modified or discontinued by the Fund
at any time upon prior written notice to shareholders of the Fund.
The exchange privilege is not intended to permit the Fund to be used as a ve-
hicle 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 in-
terest of the Fund, the Fund reserves the right to revise or terminate the ex-
change privilege, or limit the amount or number of exchanges or reject any ex-
change. Shareholders would be notified of any such action to the extent re-
quired by law.
If you redeemed Class A, Class B or Class C Shares of the 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. 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 ap-
propriate 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. 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 tim-
ing, the amount of the reinvestment and the fund from which the redemption oc-
curred.
You can use Fund Direct to link your Fund account to your account at a bank or
other financial institution. Fund Direct enables you to transfer money elec-
tronically between these accounts and perform a variety of account transac-
tions. These include purchasing shares by telephone, investing through an Au-
tomatic Deposit Plan, and sending dividends, distributions, redemption pay-
ments or Automatic Withdrawal Plan payments directly to your bank account.
Please refer to the Application for details, or call SSI at 800-621-7227 for
more information.
Fund Direct privileges may be requested via an Application you obtain by call-
ing 800-621-7227. Fund Direct privileges will apply to each shareholder listed
in the registration on your account as well as to your Authorized Dealer rep-
resentative of record unless and until SSI receives written instructions ter-
minating or changing those privileges. After you establish Fund Direct for
your account, any change of bank account information must be made by signa-
ture-guaranteed instructions to SSI signed by all shareholders who own the ac-
count.
Purchases may be made by telephone only after your account has been estab-
lished. To purchase shares in amounts up to $250,000 through a telephone rep-
resentative, call SSI at 800-621-7227. The purchase payment will be debited
from your bank account.
FOR MORE INFORMATION ABOUT THESE PURCHASE OPTIONS AND TO OBTAIN THE APPLICA-
TION FORMS REQUIRED FOR SOME OF THEM, CALL NUVEEN TOLL-FREE AT 800-621-7227.
ADDITIONAL INFORMATION
If you choose to invest in the Fund, an account will be opened and maintained
for you by SSI, the Fund's shareholder services agent. Share certificates will
be issued to you only upon written request to SSI, and no certificates will be
issued for fractional shares. The Fund reserves the right to reject any pur-
chase order and to waive or increase minimum investment requirements. A change
in registration or transfer of shares held in the name of your financial ad-
viser's firm can only be made by an order in good form from the financial ad-
viser acting on your behalf.
----------
PAGE 13
<PAGE>
Authorized Dealers are encouraged to open single master accounts. However,
some Authorized Dealers may wish to use SSI's sub-accounting system to mini-
mize their internal recordkeeping requirements. An Authorized Dealer or other
investor requesting shareholder servicing or accounting other than the master
account or sub-accounting service offered by SSI will be required to enter
into a separate agreement with another agent for these services for a fee that
will depend upon the level of services to be provided.
Subject to the rules and regulations of the Securities and Exchange Commis-
sion, the Fund reserves the right to suspend the continuous offering of its
shares at any time, but no suspension shall affect your right of redemption as
described below.
- -------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
PLAN
The Fund has adopted a plan (the "Plan") pursuant to Rule 12b-1 under the In-
vestment Company Act of 1940, which provides that Class B and Class C Shares
will be subject to an annual distribution fee and Class A, Class B and Class C
Shares will be subject to an annual service fee. Class R Shares will not be
subject to either distribution or service fees.
The distribution fee applicable to Class B and Class C Shares under the Plan
will be payable to reimburse Nuveen for services and expenses incurred in con-
nection with the distribution of such Shares. The distribution fee primarily
reimburses Nuveen for providing compensation to Authorized Dealers, including
Nuveen, either at the time of sale or on an ongoing basis. The other expenses
for which Nuveen may be reimbursed include, without limitation, expenses of
printing and distributing prospectuses to persons other than shareholders of
the Fund, expenses of preparing, printing and distributing advertising and
sales literature and reports to shareholders used in connection with the sale
of such Shares, certain other expenses associated with the distribution of
such Shares, and any other distribution-related expenses that may be autho-
rized from time to time by the Board of Trustees.
The service fee applicable to Class A, Class B and Class C Shares under the
Plan will be paid to Nuveen to compensate Authorized Dealers, including
Nuveen, in connection with the provision of ongoing account services to share-
holders. These services may include establishing and maintaining shareholder
accounts, answering shareholder inquiries and providing other personal serv-
ices to shareholders.
The Fund may spend up to .25 of 1% per year of the average daily net assets of
Class A Shares as a service fee under the Plan applicable to Class A Shares.
The Fund may spend up to .75 of 1% per year of the average daily net assets of
Class B Shares as a distribution fee and up to .25 of 1% per year of the aver-
age daily net assets of Class B Shares as a service fee under the Plan appli-
cable to Class B Shares. The Fund may spend up to .75 of 1% per year of the
average daily net assets of Class C Shares as a distribution fee and up to .25
of 1% per year of the average daily net assets of Class C Shares as a service
fee under the Plan applicable to Class C Shares.
- -------------------------------------------------------------------------------
HOW TO REDEEM FUND SHARES
You may redeem your Fund shares at any time for cash at the net asset value
next computed after the redemption instructions and any required documents and
certificates are received in proper form, as described below. There is no
charge for the redemption of Class R Shares.
CLASS A SHARES
Class A Shares are normally redeemed at net asset value, without any CDSC.
However, in the case of Class A purchases of $1 million or more at net asset
value, where the dealer of record has not waived the sales commission, a CDSC
of 1% is imposed on any redemptions within 18 months of purchase.
CLASS B SHARES
Class B Shares redeemed within 6 years of purchase may be subject to a CDSC.
The level of the CDSC is determined by how long you have owned your shares, as
described under "How to Buy Fund Shares--Class B Shares," above.
CLASS C SHARES
Class C Shares are redeemed at net asset value, without any CDSC, except that
a CDSC of 1% is imposed upon redemptions of Class C Shares within 12 months of
purchase.
OPERATION OF THE CDSC
In determining whether a CDSC is payable, a Fund will first redeem shares not
subject to any charge, and then in the order in which the Class B Shares were
purchased or in the reverse order in which the Class A or Class C Shares were
purchased, except if another order of redemption would result in a lower
charge or you specify another order. No CDSC is charged on shares purchased as
a result of automatic reinvestment of dividends or capital gains paid. In ad-
dition, no CDSC will be charged on exchanges of shares into another Nuveen Mu-
tual Fund or money market fund. Your holding period is calculated on a monthly
basis and begins the first day of the month in which the order for investment
is received. The CDSC is calculated based on the lower of the redeemed shares'
cost or net asset value at the time of the redemption and is deducted from the
redemption proceeds. Nuveen receives the amount of any CDSC you pay. The CDSC
may be waived under certain special circumstances, as described in the State-
ment of Additional Information.
You may redeem shares by sending a written request for redemption directly to
the Fund, c/o Shareholder Services, Inc., P.O. Box 5330, Denver, CO 80217-
5330, accompanied by duly endorsed certificates, if issued. Requests for re-
demption and share certificates, if issued, must be signed by each shareholder
and, if the redemption proceeds exceed $50,000 or are payable other than to
the shareholder of record at the address of record (which address may not have
changed in the preceding 60 days), the signature must be guaranteed by a mem-
ber of an approved Medallion Guarantee Program or in such other manner as may
be acceptable to the Fund. You will receive payment based on the net asset
value per share next determined after receipt by the Fund of a properly exe-
cuted redemption request in
- ----------
PAGE 14
<PAGE>
proper form. A check for the redemption proceeds will be mailed to you within
seven days after receipt of your redemption request. For accounts registered
in the name of a broker-dealer, payment will be forwarded within three busi-
ness days. However, if any shares to be redeemed were purchased by check
within 15 days prior to the date the redemption request is received, the Fund
will not mail the redemption proceeds until the check received for the pur-
chase of shares has cleared, which may take up to 15 days.
If you have authorized telephone redemption and your account address has not
changed within the last 60 days, you can redeem shares that are held in non-
certificate form and that are worth $50,000 or less by calling Nuveen at 800-
621-7227. While you or anyone authorized by you may make telephone redemption
requests, redemption checks will be issued only in the name of the shareholder
of record and will be mailed to the address of record. If your telephone re-
quest is received prior to 4:00 p.m. eastern time, the redemption check will
normally be mailed the next business day. For requests received after 4:00
p.m. eastern time, the redemption will be effected at 4:00 p.m. eastern time
the following business day and the check will normally be mailed on the second
business day after the request.
If you have authorized TEL-A-WIRE redemption or established Fund Direct privi-
leges, you can take advantage of the following expedited redemption procedures
to redeem shares held in non-certificate form that are worth at least $1,000.
You may make TEL-A-WIRE redemption requests through a phone representative or
Fund Direct redemption requests by calling Nuveen at 800-621-7227. If a re-
demption request is received by 4:00 p.m. eastern time, the redemption will be
made as of 4:00 p.m. that day. If the redemption request is received after
4:00 p.m. eastern time, the redemption will be made as of 4:00 p.m. the fol-
lowing business day. Proceeds of redemptions through TEL-A-WIRE will normally
be wired on the second business day following the redemption, but may be de-
layed one additional business day if the Federal Reserve Bank of Boston or the
Federal Reserve Bank of New York is closed on the day redemption proceeds
would ordinarily be wired. The Fund reserves the right to charge a fee for
TEL-A-WIRE. Proceeds of redemptions through Fund Direct will normally be wired
to your Fund Direct bank account on the second or third business day after the
redemption.
Before you may redeem shares by TEL-A-CHECK, TEL-A-WIRE or Fund Direct, you
need to complete the telephone redemption authorization section of the en-
closed Application Form or the Fund Direct Application Form and return it to
Nuveen or SSI. If you did not authorize telephone redemption when you opened
your account, you may obtain a telephone redemption authorization form by
writing the Fund or by calling Nuveen toll-free at 800-621-7227. Proceeds of
share redemptions made by TEL-A-WIRE will be transferred by Federal Reserve
wire only to the commercial bank account specified by the shareholder on the
application form. You need to send a written request to Nuveen or SSI in order
to establish multiple accounts, or to change the account or accounts desig-
nated to receive redemption proceeds. These requests must be signed by each
account owner with signatures guaranteed by a member of an approved Medallion
Guarantee Program or in such other manner as may be acceptable to the Fund.
Further documentation may be required from corporations, executors, trustees
or personal representatives.
For the convenience of shareholders, the Fund has authorized Nuveen as its
agent to accept orders from financial advisers by wire or telephone for the
redemption of Fund shares. The redemption price is the first net asset value
of the appropriate share class determined following receipt of an order placed
by the financial adviser. The Fund makes payment for the redeemed shares to
the securities representatives who placed the order promptly upon presentation
of required documents with signatures guaranteed as described above. Neither
the Fund nor Nuveen charges any redemption fees other than any CDSC as de-
scribed above. However, your financial adviser may charge you for serving as
agent in the redemption of shares.
The Fund reserves the right to refuse telephone redemptions and, at its op-
tion, may limit the timing, amount or frequency of these redemptions. Tele-
phone redemption procedures may be modified or terminated at any time, on 30
days' notice, by the Fund. The Fund, SSI and Nuveen will not be liable for
following telephone instructions reasonably believed to be genuine. The Fund
employs procedures reasonably designed to confirm that telephone instructions
are genuine. These procedures include recording all telephone instructions and
requiring up to three forms of identification prior to acting upon a caller's
instructions. If the Fund does not follow reasonable procedures for protecting
shareholders against loss on telephone transactions, it may be liable for any
losses due to unauthorized or fraudulent telephone instructions.
If you own Fund shares currently worth at least $10,000, you may establish an
Automatic Withdrawal Plan by completing an application form for the Plan. You
may obtain an application form by checking the applicable box on the enclosed
Application Form or by calling Nuveen toll-free at 800-621-7227.
The Plan permits you to request periodic withdrawals on a monthly, quarterly,
semi-annual or annual basis in an amount of $50 or more. Depending upon the
size of the withdrawals requested under the Plan and fluctuations in the net
asset value of Fund shares, these withdrawals may reduce or even exhaust your
account.
The purchase of Class A Shares, other than through reinvestment, while you are
participating in the Automatic Withdrawal Plan with respect to Class A Shares
will usually be disadvantageous because you will be paying a sales charge on
any Class A Shares you purchase at the same time you are redeeming shares.
Similarly, use of the Automatic Withdrawal Plan for Class B Shares held for
less than six years or Class C Shares held for less than 12 months may be dis-
advantageous because the newly-purchased Class B or Class C Shares will be
subject to the CDSC.
The 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 is
closed (other than customary weekend and holiday closings), (b) when trading
in the markets the Fund normally utilizes is restricted, or an emergency ex-
ists as determined by the Securities and Exchange Commission so that trading
of the Fund's investments or determination of its net asset value is not rea-
sonably practicable, or (c) for any other periods that the Securities and Ex-
change Commission by order may permit for protection of Fund shareholders.
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PAGE 15
<PAGE>
The Fund may, from time to time, establish a minimum total investment for Fund
shareholders, and the Fund reserves the right to redeem your shares if your in-
vestment is less than the minimum after giving you at least 30 days' notice. If
any minimum total investment is established, and if your account is below the
minimum, you will be allowed 30 days following the notice in which to purchase
sufficient shares to meet the minimum. So long as the Fund continues to offer
shares at net asset value to holders of Nuveen Unit Trusts who are investing
their Nuveen Unit Trust distributions, no minimum total investment will be es-
tablished for the Fund.
- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
The management of the Fund, including general supervision of the duties per-
formed for the Fund by NIAC under the Management Agreement, is the responsibil-
ity of the Board of Trustees of the Trust.
Overall management of the Fund is the responsibility of NIAC, which is located
at 333 West Wacker Drive, Chicago, Illinois 60606. NIAC oversees the management
of the Fund's investment portfolio, manages the Fund's business affairs and
provides certain day-to-day administrative services to the Fund. NIAC has en-
tered into a Sub-Advisory Agreement with ICAP under which ICAP manages the
Fund's investment portfolio.
NIAC is a wholly-owned subsidiary of Nuveen, which has sponsored or underwrit-
ten more than $60 billion of investment company securities. Nuveen, the princi-
pal underwriter of the Fund's shares, is sponsor of the Nuveen Tax-Free Unit
Trust, a registered unit investment trust. It is also the principal underwriter
for the Nuveen Mutual Funds, and served as co-managing underwriter for the
shares of the Nuveen Exchange-Traded Funds. Over 1,000,000 individuals have in-
vested to date in Nuveen investment products. Founded in 1898, Nuveen is a sub-
sidiary of The John Nuveen Company which, in turn, is approximately 80% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located in St. Paul,
Minnesota, and is principally engaged in providing property-liability insurance
through subsidiaries.
For the fund management services and facilities furnished by NIAC, the Fund has
agreed to pay an annual management fee as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AVERAGE DAILY NET ASSET VALUE FUND MANAGEMENT FEE
- ------------------------------------------------------------------------------
<S> <C>
For the first $125 million .8500 of 1%
For the next $125 million .8375 of 1%
For the next $250 million .8250 of 1%
For the next $500 million .8125 of 1%
For the next $1 billion .8000 of 1%
For assets over $2 billion .7750 of 1%
- ------------------------------------------------------------------------------
</TABLE>
All fees and expenses are accrued daily and deducted before payment of divi-
dends to investors. In addition to the fee paid to NIAC, the Fund pays all its
other costs and expenses and a portion of the Nuveen Investment Trust's general
administrative expenses allocated in proportion to the net assets of each Fund.
In order to prevent total operating expenses (excluding any distribution or
service fee, and extraordinary expenses) from exceeding .95% of 1% of the aver-
age daily net asset value of any class of shares of the Fund for the fiscal
year ended July 31, 1997, NIAC has agreed to waive all or a portion of its man-
agement fees or reimburse certain expenses of the Fund.
ICAP was founded in 1970 and is located at 225 West Wacker Drive, Suite 2400,
Chicago, IL 60606. Under the Sub-Advisory Agreement, NIAC pays ICAP a portfolio
management fee on the Fund's average daily net asset value at an annual rate as
set forth below, which is determined by reference to the average daily market
value of that portion of the assets of all Nuveen-sponsored investment products
for which ICAP is designated as equity portfolio manager:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS OF NUVEEN-SPONSORED PORTFOLIO
INVESTMENT PRODUCTS MANAGEMENT
MANAGED BY ICAP FEE
- ------------------------------------------------------------------------------
<S> <C>
For the first $500 million .35 of 1%
For the next $500 million .30 of 1%
For assets over $1 billion .25 of 1%
- ------------------------------------------------------------------------------
</TABLE>
The investment decisions for the Fund are made through a team approach, with
all of the ICAP investment professionals contributing to the process. ICAP cur-
rently maintains a staff of 12 investment professionals. Each of the investment
officers and other investment professionals of ICAP has developed an expertise
in at least one functional investment area, including equity research, strate-
gy, fixed income analysis, quantitative research, technical research, and trad-
ing. A key element in the decision making process is a formal investment com-
mittee meeting generally held each business day and attended by all the invest-
ment professionals. These meetings also provide for the ongoing review of
ICAP's investment positions. Pertinent information from outside sources is
shared and incorporated into the investment outlook. The investment strategy,
asset sectors, and individual security holdings are reviewed to verify their
continued appropriateness. Investment recommendations are presented to the com-
mittee for decisions.
ICAP provides continuous advice and recommendations concerning the Fund's in-
vestments, and is responsible for selecting the broker-dealers who execute the
portfolio's transactions. In executing such transactions, ICAP seeks to obtain
the best net results for the Fund. ICAP also serves as investment adviser to
the ICAP Funds, Inc. and to pension and profit-sharing plans, and other insti-
tutional and private investors. As of May 1, 1996, ICAP had approximately $5
billion under management. Mr. Robert H. Lyon, President of ICAP, owns shares
representing 51% of the voting rights of ICAP. In addition, The John Nuveen
Company owns preferred shares of ICAP, which are convertible after several
years into a 20% common stock interest of ICAP.
- --------------------------------------------------------------------------------
HOW THE FUND SHOWS
PERFORMANCE
The Fund may quote its yield or total return in reports to shareholders, sales
literature and advertisements. The Fund may also from time to time compare its
investment results to various passive indices or other mutual funds with simi-
lar investment objectives. Comparative performance information may include data
from Lipper Analytical Services, Inc., Morningstar, Inc. and other industry
publications.
- ----------
PAGE 16
<PAGE>
See the Statement of Additional Information for a more detailed discussion.
All total return figures assume the reinvestment of all dividends and measure
the net investment income generated by, and the effect of any realized and
unrealized appreciation or depreciation of, the underlying investments in the
Fund over a specified period of time. Average annual total return figures are
annualized and therefore represent the average annual percentage change over
the specified period. Cumulative total return figures are not annualized and
represent the aggregate percentage or dollar value change over a stated period
of time. Average annual total return and cumulative total return are based
upon the historical results of the Fund and are not necessarily representative
of the future performance of the Fund.
- -------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
The Fund intends to operate as a "Regulated Investment Company" under
Subchapter M of the Internal Revenue Code, and therefore will not be liable
for federal income taxes to the extent earnings are distributed on a timely
basis.
For federal income tax purposes, unless you are exempt from taxation or enti-
tled to a tax deferral, ALL DIVIDENDS PAID BY THE FUND THAT ARE DERIVED FROM
NET INVESTMENT INCOME AND NET SHORT-TERM CAPITAL GAINS ARE TAXABLE AS ORDINARY
INCOME, AND DISTRIBUTIONS PAID BY THE FUND FROM NET LONG-TERM CAPITAL GAINS
ARE TAXABLE AS LONG-TERM CAPITAL GAIN, WHETHER RECEIVED IN CASH OR REINVESTED
IN ADDITIONAL SHARES. The capital gain holding period for this purpose is de-
termined by the length of time the Fund has held the security and not the
length of time you have held shares in the Fund. Long-term capital gain dis-
tributions received by individual shareholders are taxed at a maximum rate of
28%. Investors are informed annually as to the amount and nature of all divi-
dends and capital gains paid during the prior year. Such capital gains and
dividends may also be subject to state or local taxes. If you are not required
to pay taxes on your income, you are generally not required to pay federal in-
come taxes on the amounts distributed to you.
Income dividends are usually distributed quarterly, and capital gains, if any,
are usually distributed annually in December. When a dividend or capital gain
is distributed, the Fund's net asset value decreases by the amount of the pay-
ment. ANY SUCH DISTRIBUTION WILL BE SUBJECT TO FEDERAL INCOME TAX, EVEN IF THE
DISTRIBUTION OCCURS SHORTLY AFTER A PURCHASE OF FUND SHARES. All dividends or
capital gains distributions will automatically be reinvested in additional
shares of the same class of the Fund at the then prevailing net asset value
unless an investor specifically requests that either dividends or capital
gains, or both, be paid in cash. The election to receive dividends or reinvest
them may be changed by writing to: Nuveen Funds, c/o Shareholder Services,
Inc., P.O. Box 5330, Denver, CO 80217-5330. Such notice needs to be received
at least 5 days prior to the record date of any dividend or capital gain dis-
tribution.
Under certain circumstances, a corporate shareholder may be entitled to a div-
idends received deduction with respect to such shareholder's taxable dividends
which are attributable to dividends received by the Fund on its equity securi-
ties.
If you do not furnish the Fund with your correct social security number or em-
ployer identification number, the Fund is required by federal law to withhold
federal income tax from your distributions and redemption proceeds at a rate
of 31%.
This section is not intended to be a full discussion of federal income tax
laws and the effect of such laws on you. A more detailed summary appears in
the Statement of Additional Information. There may be other federal, state, or
local tax considerations applicable to a particular investor. You are urged to
consult your own tax adviser.
- -------------------------------------------------------------------------------
NET ASSET VALUE
The Fund's net asset value per share is determined as of the close of trading
(normally 4:00 p.m. eastern time) on each day the New York Stock Exchange is
open for business. The Fund's net asset value may not be calculated on days
during which the Fund receives no orders to purchase shares and no shares are
tendered for redemption. Net asset value is calculated by taking the fair
value of the Fund'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. In determining net asset value, expenses are accrued and ap-
plied daily and securities and other assets for which market quotations are
available are valued at market value. Common stocks and other equity-type se-
curities are valued at the last sales price on the national securities ex-
change or Nasdaq on which such securities are primarily traded; however, secu-
rities traded on a national securities exchange or Nasdaq for which there were
no transactions on a given day or securities not listed on a national securi-
ties exchange or Nasdaq are valued at the most recent bid prices. Debt securi-
ties are valued by a pricing service that utilizes electronic data processing
techniques to determine values for normal institutional-sized trading units of
debt securities without regard to the existence of sale or bid prices when
such values are believed to more accurately reflect the fair market value of
such securities; otherwise, actual sale or bid prices are used. Any securities
or other assets for which market quotations are not readily available are val-
ued at fair value as determined in good faith by the Board of Trustees. Debt
securities having remaining maturities of 60 days or less when purchased are
valued by the amortized cost method when the Board of Trustees determines that
the fair market value of such securities is their amortized cost. Under this
method of valuation, a security is initially valued at its acquisition cost,
and thereafter amortization of any discount or premium is assumed each day,
regardless of the impact of fluctuating interest rates on the market value of
the security. Regardless of the method employed to value a particular securi-
ty, all valuations are subject to review by the Fund's Board of Trustees or
its delegate who may determine the appropriate value of a security whenever
the value as calculated is significantly different from the previous day's
calculated value.
In addition to the Fund management fee paid to NIAC and the distribution and
service fees paid to Nuveen, the Fund is responsible for its own expenses that
are not covered under such agreements, including, without limitation:
----------
PAGE 17
<PAGE>
custodial, transfer agent, accounting and legal fees; interest charges; broker-
age commissions; organizational expenses; and extraordinary expenses.
- --------------------------------------------------------------------------------
GENERAL INFORMATION
The Custodian of the assets of the Fund is The Chase Manhattan Bank ("Chase"),
4 New York Plaza, New York, New York 10004-2413. Chase also provides certain
accounting services to the Fund. The Fund's transfer, shareholder services and
dividend paying agent, Shareholder Services, Inc., P.O. Box 5330, Denver, CO
80217-5330, performs bookkeeping, data processing and administrative services
for the maintenance of shareholder accounts.
The Fund is a series of the Nuveen Investment Trust ("Trust"). The Trust is an
open-end diversified management investment company under the Investment Company
Act of 1940. The Trust was organized as a Massachusetts business trust on May
6, 1996. The Board of Trustees of the Trust is authorized to issue an unlimited
number of shares in one or more series or "Funds," which may be divided into
classes of shares. Currently, there are three series authorized and outstand-
ing, each of which is divided into four classes of shares designated as Class A
Shares, Class B Shares, Class C Shares and Class R Shares. Each class of shares
represents an interest in the same portfolio of investments of the Fund. Each
class of shares has equal rights as to voting, redemption, dividends and liqui-
dation, except that each bears different class expenses, including different
distribution and service fees, and each has exclusive voting rights with re-
spect to any distribution or service plan applicable to its shares. There are
no conversion, preemptive or other subscription rights, except that Class B
Shares automatically convert into Class A Shares, as described above. The Board
of Trustees of the Trust has the right to establish additional series and clas-
ses of shares in the future, to change those series or classes and to determine
the preferences, voting powers, rights and privileges thereof.
The Trust is not required and does not intend to hold annual meetings of share-
holders. Shareholders owning more than 10% of the outstanding shares of the
Fund have the right to call a special meeting to remove Trustees or for any
other purpose.
Under Massachusetts law applicable to Massachusetts business trusts, sharehold-
ers of such a trust may, under certain circumstances, be held personally liable
as partners for its obligations. However, the Declaration of Trust of the Trust
contains an express disclaimer of shareholder liability for acts or obligations
of the Trust and requires that notice of this disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or
the Trustees. The Fund's Declaration of Trust further provides for indemnifica-
tion out of the assets and property of the Trust for all loss and expense of
any shareholder held personally liable for the obligations of the Trust. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which both inadequate insurance ex-
isted and the Trust or Fund itself was unable to meet its obligations. The
Trust believes the likelihood of the occurrence of these circumstances is re-
mote.
- ----------
PAGE 18
<PAGE>
LOGO
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606-1286
PRINCIPAL UNDERWRITER
John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606-1286
FUND MANAGER
Nuveen Institutional Advisory Corp.
Subsidiary of John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606
PORTFOLIO MANAGER
Institutional Capital Corporation
225 West Wacker Drive
Chicago, Illinois 60606
CUSTODIAN
The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413
TRANSFER AND SHAREHOLDER SERVICES AGENT
Shareholder Services, Inc.
P.O. Box 5330
Denver, Colorado 80217
800-621-7227
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FUND
Arthur Andersen LLP
33 West Monroe Street
Chicago, Illinois 60603
EPR-GROWTH 8.96 LOGO
