<PAGE>
As filed with the Securities and Exchange Commission on August 13, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
[X]
Registration No. 333-
Pre-Effective Amendment No.
--- [_]
Post-Effective Amendment No.
--- [_]
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
[X]
Registration No. 811-
Amendment No. --- [_]
NUVEEN INVESTMENT TRUST II
(Exact Name of Registrant as Specified in Declaration of Trust)
333 West Wacker Drive, Chicago, 60606
Illinois (Zip Code)
(Address of Principal Executive
Offices)
Registrant's Telephone Number, Including Area Code: (312) 917-7700
Copies to:
Gifford R. Zimmerman Eric F. Fess Janet D. Olsen
333 West Wacker Drive Chapman and Cutler Bell, Boyd & Lloyd
Chicago, Illinois 60606 111 West Monroe Street Three First National
Chicago, Illinois 60603 Plaza, #3300
Chicago, Illinois 60602
(Name and Address of Agent for Service)
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
hereby declares that an indefinite number of shares of beneficial interest of
Registrant are being registered under the Securities Act of 1933.
Registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until registrant shall file a fur-
ther amendment which specifically states that this registration statement shall
thereafter become effective in accordance with section 8(a) of the Securities
Act of 1933, or until the registration statement shall become effective on such
date as the Commission, acting pursuant to said section 8(a), may determine.
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<PAGE>
CONTENTS
OF
REGISTRATION STATEMENT
This Registration Statement comprises the following papers and contents:
The Facing Sheet
Cross-Reference Sheet
Part A-Prospectus for Nuveen Rittenhouse Growth Fund
Part B-Statement of Additional Information for Nuveen Ritten-
house Growth Fund
Part C-Other Information
Signatures
Index to Exhibits
Exhibits
<PAGE>
NUVEEN INVESTMENT TRUST II
-----------------
CROSS REFERENCE SHEET
PART A--PROSPECTUS
<TABLE>
<CAPTION>
ITEM IN PART A
OF FORM N-1A PROSPECTUS LOCATION
-------------- -------------------
<S> <C>
1 Cover Page Cover Page
2 Synopsis Summary of Fund Expenses; How to Determine If
The Fund Is Right For You; Summary Information
about the Fund
3 Condensed Financial Not Applicable
Information
4 General Description of General Information; Additional Information about
Registrant the Fund's Investments
5 Management of the Fund Summary of Fund Expenses; Who Is Responsible
for the Operation of the Fund; Management of
the Fund; General Information
5A Management's Discussion Not Applicable
of Fund
Performance
6 Capital Stock and Other General Information; Distributions and Taxes
Securities
7 Purchase of Securities Flexible Purchase Options; How to Buy Fund
Being Offered Shares; Distribution and Service Plan;
Management of the Fund; Net Asset Value
8 Redemption or Repurchase How to Redeem Fund Shares
9 Pending Legal Not Applicable
Proceedings
</TABLE>
<PAGE>
PART B--STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
ITEM IN PART A LOCATION IN STATEMENT
OF FORM N-1A OF ADDITIONAL INFORMATION
-------------- -------------------------
<S> <C>
10 Cover Page Cover Page
11 Table of Contents Cover Page
12 General Information and Not Applicable
History
13 Investment Objectives Investment Policies and Restrictions; Investment
and Policies Policies and Techniques
14 Management of the Fund Management
15 Control Persons and Management
Principal Holders of
Securities
16 Investment Advisory and Fund Manager and Portfolio Manager; Distribution
Other Services and Service Plans; Independent Public Accountants
and Custodian
17 Brokerage Allocation and Portfolio Transactions
Other Practices
18 Capital Stock and Other See "General Information" in the Prospectus
Securities
19 Purchase, Redemption and Additional Information on the Purchase and
Pricing of Redemption of Fund Shares; Distribution and
Securities Service Plans; Net Asset Value
20 Tax Status Tax Matters
21 Underwriters Additional Information on the Purchase and
Redemption of Fund Shares; See "How to Buy
Fund Shares" and "Management of the Funds" in
the Prospectus
22 Calculation of Performance Information
Performance Data
23 Financial Statements Financial Statements
</TABLE>
<PAGE>
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[NUVEEN RITTENHOUSE GROWTH FUND
LIMITED-TIME OFFER OF LOAD-WAIVED CLASS A SHARES
Prospectus Supplement dated , 199
This Prospectus Supplement contains additional information from that contained
in the Prospectus dated , 1997 for the Nuveen Rittenhouse Growth
Fund (the "Fund").
THE OFFER
The Fund is offering to all investors the opportunity to purchase Class A
Shares of the Fund without paying an up-front sales charge during the period
between , 199 and , 199 (the "Offer Period"). Authorized
Dealers are eligible to receive a commission equal to 2% of the purchase price
of Class A Shares sold during the Offer Period. Class A Shares sold during the
Offer Period upon which a commission is paid are subject to a Contingent De-
ferred Sales Charge of 2% if redeemed within 24 months of purchase. While
Class B and Class C Shares of the Fund will not be available during the Offer
Period, Class R shares will be available to certain eligible classes of in-
vestors. Class A Shares purchased during the Offer Period may not be exchanged
into Class A Shares of any other Nuveen Mutual Fund prior to , 1998.
THE FUND AND THE PORTFOLIO MANAGER
Nuveen Rittenhouse Growth Fund seeks to provide long-term growth of capital by
investing in a diversified portfolio consisting primarily of equity securities
traded in U.S. securities markets of large capitalization companies that have
a history of consistent earnings and dividend growth ("blue chip companies").
Blue chip companies are generally characterized by their substantial capital-
ization, established history of earnings and dividends, ready access to cred-
it, industry leadership position and superior management structure. As a re-
sult, blue chip companies have historically exhibited less investment risk and
price volatility than companies lacking these high-quality characteristics. In
addition, the large market of publicly-held shares for these companies and
substantial daily trading volume create a relatively high degree of liquidity
for their stocks. There is no assurance that the Fund's investment objective
will be realized.
The Fund's portfolio manager is Rittenhouse Financial Services, Inc. ("Ritten-
house"), a wholly-owned subsidiary of The John Nuveen Company. From the uni-
verse of all equity securities traded in U.S. securities markets, Rittenhouse
first identifies stock of those large-capitalization companies (i.e. companies
with an aggregate market capitalization of at least $5 billion under current
market conditions) that have a financial strength rating of A or better by
Standard & Poor's or Value Line and a history of consistent, predictable earn-
ings and dividend growth. Rittenhouse then selects the industries with the
most attractive potential based upon its evaluation of current market condi-
tions and long-term industry growth trends. Through fundamental analysis, Rit-
tenhouse seeks to identify the companies within these industries that have a
demonstrated leadership position and offer sustained growth opportunities at
reasonable valuations relative to historical levels. The 25 to 50 stocks that
Rittenhouse believes represent the best mix of sustained growth opportunities
at reasonable valuations are selected for the fund's portfolio. See "Addi-
tional Information About the Fund's Investments" on page 6 of the Prospectus.
The Fund commenced investment operations in [ ] 1997 and has not to
date offered any of its shares to the public.
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S-1
<PAGE>
Rittenhouse is an investment advisory firm serving institutional and high net
worth individual clients. Based in Radnor, Pennsylvania, Rittenhouse has over
18 years of experience and approximately $9 billion in assets under manage-
ment. Rittenhouse's performance results presented below reflect the gross-of-
fees returns with dividends reinvested of the Rittenhouse Equity Composite,
adjusted to reflect Class A's projected annual operating expenses (after reim-
bursement) as summarized in the Summary of Fund Expenses on page 3 of the Pro-
spectus. The Rittenhouse Equity Composite represents the composite performance
of the managed accounts, totalling approximately $1 billion at June 30, 1997,
for which Rittenhouse has served as investment adviser and that have substan-
tially the same investment objectives and policies as the Fund. The Ritten-
house Equity Composite performance represents past performance and should not
be interpreted as indicative of future performance of the Fund.
The following chart shows that the growth of the Rittenhouse Equity Composite
outpaced the Lipper Growth Fund Index.
GROWTH OF A $10,000 INVESTMENT 1/83 -- 6/97
AVERAGE ANNUAL TOTAL RETURNS
----------------------------
<TABLE>
<CAPTION>
Since
Composite
Inception
on 1/1/83
1 Year 5 Year 10 Year (14.5 years)
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<S> <C> <C> <C> <C>
Rittenhouse Equity Composite 33.31% 17.63% 14.29% 18.05%
S&P 500 34.68% 19.76% 14.63% 17.34%
Lipper Growth Fund Index 25.57% 17.20% 12.90% 14.66%
</TABLE>
------------------------------------------------------------------
<TABLE>
<CAPTION>
Consumer
Rittenhouse S&P 500 Lipper Growth Fund Index Price Index
With Dividend Reinvested With Dividend Reinvested With Dividend Reinvested (inflation)
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<S> <C> <C> <C> <C>
Dec-82 $ 10,000 $ 10,000 $10,000 $10,000
Dec-83 $ 12,697 $ 12,256 $12,133 $10,380
Dec-84 $ 14,225 $ 13,024 $11,698 $10,790
Dec-85 $ 19,530 $ 17,156 $15,223 $11,197
Dec-86 $ 23,821 $ 20,355 $17,596 $11,323
Dec-87 $ 24,696 $ 21,422 $18,170 $11,823
Dec-88 $ 29,014 $ 24,971 $20,736 $12,345
Dec-89 $ 38,384 $ 32,868 $26,432 $12,919
Dec-90 $ 38,527 $ 31,845 $25,001 $13,708
Dec-91 $ 51,496 $ 41,524 $34,082 $14,128
Dec-92 $ 53,741 $ 44,682 $36,682 $14,538
Dec-93 $ 54,602 $ 49,178 $41,074 $14,937
Dec-94 $ 55,317 $ 49,821 $40,429 $15,337
Dec-95 $ 75,925 $ 68,524 $53,630 $15,726
Dec-96 $ 89,554 $ 84,248 $63,008 $16,249
Jun-97 $110,949 $101,602 $72,715 $16,407
</TABLE>
[GRAPH APPEARS HERE]
The above chart assumes that an investor holding a $10,000 Rittenhouse invest-
ment paid no up-front sales charge, as would be the case for purchases of
Class A Shares during the Offer Period. The performance results achieved by
Rittenhouse 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 current Lipper Growth Fund Index reflects the
average returns with dividends reinvested of the 30 largest funds in the
Lipper Growth Fund Objective. Of the 880 funds in the Lipper Growth Fund Ob-
jective as of June 30, 1997, there were 759, 281 and 175 funds, respectively,
with 1-, 5- and 10-year performance records, and 115 funds with records ex-
tending from composite inception on January 1, 1983 through June 30, 1997. The
returns of the Lipper Growth Fund Index do not include the effect of any sales
charges that an investor would incur by purchasing the funds in the Lipper
Growth Fund Objective directly. There can be no assurance that the Fund's fu-
ture performance will be comparable to that shown above. All returns and com-
parisons of returns are calculated on a quarterly basis.]
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S-2
<PAGE>
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NUVEEN RITTENHOUSE GROWTH FUND
Prospectus
, 1997
The NUVEEN RITTENHOUSE GROWTH FUND (the "Fund") is a mutual fund that seeks to
provide long-term growth of capital by investing in a diversified portfolio
consisting primarily of equity securities traded in U.S. securities markets of
large capitalization companies that have a history of consistent earnings and
dividend growth. The Fund's portfolio manager is Rittenhouse Financial Servic-
es, Inc. ("Rittenhouse"), a wholly-owned subsidiary of the John Nuveen Company.
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 Nuveen Investment Trust II (the "Trust"). This Prospec-
tus 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 , 1997, 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.
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PAGE 1
<PAGE>
<TABLE>
<C> <C> <S>
CONTENTS
3 SUMMARY OF FUND EXPENSES
4 SUMMARY INFORMATION ABOUT THE FUND
4 INVESTMENT OBJECTIVE
4 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
15 DISTRIBUTION AND SERVICE PLAN
15 HOW TO REDEEM FUND SHARES
17 MANAGEMENT OF THE FUND
18 HOW THE FUND SHOWS PERFORMANCE
18 DISTRIBUTIONS AND TAXES
19 NET ASSET VALUE
19 GENERAL INFORMATION
</TABLE>
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PAGE 2
<PAGE>
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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.
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<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES (AS A
PERCENT OF OFFERING PRICE)(1) CLASS A CLASS B CLASS C CLASS R(2)
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<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
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</TABLE>
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<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) .15% .15% .15% .15%
- ----------------------------------------------------------------
Total Expenses 1.25% 2.00% 2.00% 1.00%
- ----------------------------------------------------------------
</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 may be subject to a contingent
deferred sales charge of up to 2% if redeemed within certain periods after pur-
chase. 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, 1998, in order to prevent Total Expenses (excluding any dis-
tribution or service fees and extraordinary expenses) from exceeding 1.00% of
the average daily net asset value of any class of Fund shares. Absent expense
reimbursement, "Other Operating Expenses" are estimated to be .45%.
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:
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<TABLE>
<CAPTION>
1 YEAR 3 YEARS
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<S> <C> <C>
Class A $65 $90
Class B** $60 $94
Class C*** $20 $63
Class R $10 $32
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</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
$105. 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."
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PAGE 3
<PAGE>
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SUMMARY INFORMATION ABOUT THE FUND
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INVESTMENT OBJECTIVE
The Fund seeks to provide long-term growth of capital by investing in a diver-
sified portfolio consisting primarily of equity securities traded in U.S. secu-
rities markets of large capitalization companies that have a history of consis-
tent earnings and dividend growth. The investment objective may not be changed
without shareholder approval. There is no assurance that this objective will be
realized.
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HOW THE FUND PURSUES ITS
OBJECTIVE
The Fund invests primarily in equity securities traded in U.S. securities mar-
kets of large capitalization companies that have a history of consistent earn-
ings and dividend growth ("blue chip companies"). Blue chip companies are gen-
erally characterized by their substantial capitalization, established history
of earnings and dividends, ready access to credit, industry leadership position
and superior management structure. As a result, blue chip companies have his-
torically exhibited less investment risk and price volatility than companies
lacking these high-quality characteristics. In addition, the large market of
publicly-held shares for these companies and substantial daily trading volume
create a relatively high degree of liquidity for their stocks. The Fund will
ordinarily invest at least 65% of its total assets in the equity securities of
blue chip companies.
From the universe of all equity securities traded in U.S. securities markets,
Rittenhouse first identifies stocks of those large-capitalization companies
(i.e. companies with an aggregate market capitalization of at least $5 billion
under current market conditions) that have a financial strength rating of A or
better by Standard & Poor's or Value Line and a history of consistent, predict-
able earnings and dividend growth. Rittenhouse then selects the industries with
the most attractive potential based upon its evaluation of current market con-
ditions and long-term industry growth trends. Through fundamental analysis,
Rittenhouse seeks to identify the companies within these industries that have a
demonstrated leadership position and offer sustained growth opportunities at
reasonable valuations relative to historical levels. The 25 to 50 stocks that
Rittenhouse believes represent the best mix of sustained growth opportunities
at reasonable valuations are selected for the fund's portfolio. For additional
information regarding the Fund's portfolio investments, see "Additional Infor-
mation About the Fund's Investments."
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PERFORMANCE OF THE PORTFOLIO
MANAGER
The Fund, whose investment portfolio is managed by Rittenhouse, commenced in-
vestment operations in 1997. Rittenhouse is an institutional in-
vestment management firm based in Radnor, Pennsylvania with over 18 years of
experience and approximately $9 billion in assets under management.
Rittenhouse's performance results presented below reflect the gross-of-fees re-
turns with dividends reinvested of the Rittenhouse Equity Composite, adjusted
to reflect Class A's projected annual operating expenses (after reimbursement)
as summarized in the Summary of Fund Expenses on page 3. The Rittenhouse Equity
Composite represents the composite performance of the managed accounts, pres-
ently totalling approximately $1 billion, for which Rittenhouse has served as
investment adviser and that have substantially the same investment objectives
and policies as the Fund. The Rittenhouse Equity Composite performance repre-
sents past performance and should not be interpreted as indicative of future
performance of the Fund.
GROWTH OF A $10,000 INVESTMENT 1/83-- 6/97
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SINCE
COMPOSITE
INCEPTION
ON 1/1/83
1 YEAR 5 YEAR 10 YEAR (14.5 YEARS)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RITTENHOUSE EQUITY COMPOSITE:
Offer Price 26.31% 16.37% 13.67% 17.61%
NAV 33.31% 17.63% 14.29% 18.05%
S&P 500 34.68% 19.76% 14.63% 17.34%
LIPPER GROWTH FUND INDEX 25.57% 17.20% 12.90% 14.66%
</TABLE>
<TABLE>
<CAPTION>
Lipper
Growth
Rittenhouse S&P 500 Fund Index Consumer
With Dividends With Dividends With Dividends Price Index
Reinvested Reinvested Reinvested (Inflation)
<S> <C> <C> <C> <C>
Dec-82 $9,475 $10,000 $10,000 $10,000
Dec-83 $12,031 $12,256 $12,133 $10,380
Dec-84 $13,478 $13,024 $11,698 $10,790
Dec-85 $18,505 $17,156 $15,223 $11,197
Dec-86 $22,570 $20,355 $17,596 $11,323
Dec-87 $23,399 $21,422 $18,170 $11,823
Dec-88 $27,491 $24,971 $20,736 $12,345
Dec-89 $36,368 $32,868 $26,432 $12,919
Dec-90 $36,504 $31,845 $25,001 $13,708
Dec-91 $48,792 $41,524 $34,082 $14,128
Dec-92 $50,919 $44,682 $36,682 $14,538
Dec-93 $51,736 $49,178 $41,074 $14,937
Dec-94 $52,413 $49,821 $40,429 $15,337
Dec-95 $71,939 $68,524 $53,630 $15,726
Dec-96 $84,853 $84,248 $63,008 $16,249
Jun-97 $105,124 $101,602 $72,715 $16,407
</TABLE>
[GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
PAGE 4
<PAGE>
The above chart assumes that an investor holding a $10,000 Rittenhouse invest-
ment pays the maximum Class A sales charge of 5.25%. The performance results
achieved by Rittenhouse would be different for a comparable Class B, C or R in-
vestment, reflecting the different sales charge and ongoing operating expenses
of each respective class. The S&P 500 returns assume reinvestment of all divi-
dends paid by the stocks included in the index, but do not include brokerage
commissions or other fees an investor would incur by investing in the portfolio
of stocks comprising the index. The current Lipper Growth Fund Index reflects
the average returns with dividends reinvested of the 30 largest funds in the
Lipper Growth Fund Objective. Of the 880 funds in the Lipper Growth Fund Objec-
tive as of June 30, 1997, there were 759, 281 and 175 funds, respectively, with
1-, 5- and 10-year performance records, and 115 funds with records extending
from composite inception on January 1, 1983 through June 30, 1997. The returns
of the Lipper Growth Fund Index do not include the effect of any sales charges
that an investor will incur by purchasing the funds in the Lipper Growth Fund
Objective directly. There can be no assurance that the Fund's future perfor-
mance will be comparable to that shown above. All returns and comparisons of
returns are calculated on a quarterly basis. See "How the Fund Shows Perfor-
mance" for additional information.
- --------------------------------------------------------------------------------
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 growth stock fund as the core of a diversi-
fied investment plan
. you wish to build and protect wealth over time through prudent capital man-
agement
. 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. Reinvestment of Nuveen Unit Trust
distributions has no purchase minimums. Purchases through sponsors of fee-based
programs meeting certain criteria, as described in the Statement of Additional
Information, may be eligible for lower minimums. Exceptions to these minimums
are made for participants in the Fund's automatic deposit, group purchase or
reinvestment programs. The share price you pay will depend on when Nuveen re-
ceives your order: orders received before the close of regular session trading
on the New York Stock Exchange (normally 4:00 p.m. Eastern time, but sometimes
earlier) will receive that day's share price; otherwise you will receive the
next business day's share price. 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
- --------------------------------------------------------------------------------
PAGE 5
<PAGE>
phone, to invest through an automatic deposit plan, or to send payments di-
rectly to your bank account.
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 at net asset value, may be subject to a contingent 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.
While stocks over time have provided superior long-term growth potential,
stock prices may decline over short or even extended periods. Stock markets
tend to move in cycles, with periods of rising stock prices and periods of
falling stock prices. Accordingly, the Fund should be considered a long-term
investment, designed to provide the best results when held for a multi-year
period. The Fund may not be a suitable investment if you have a short-term in-
vestment horizon or are unwilling to accept fluctuations in share price, in-
cluding significant declines over a given period. In addition, investments by
the Fund in equity securities of foreign companies involve opportunities and
risks not typically associated with investing in U.S. companies. There are
special risks associated with options and futures transactions. See "Addi-
tional 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
Rittenhouse Portfolio Manager Manages the Fund's
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
The Fund invests primarily in equity securities traded in U.S. securities mar-
kets of large capitalization companies that have a history of consistent earn-
ings and dividend growth ("blue chip companies"). "Traded in U.S. securities
markets" means listed on one or more U.S. exchanges or quoted on the Nasdaq
National Market. Blue chip companies are generally characterized by their sub-
stantial capitalization, established history of earnings and dividends, ready
access to credit, good industry position and superior management structure. As
a result, blue chip companies have historically exhibited less investment risk
and price volatility than companies lacking these high-quality characteris-
tics. In addition, the large market of publicly-held shares for these compa-
nies and substantial daily trading volume create a relatively high degree of
liquidity for their stocks.
From the universe of all equity securities traded in U.S. securities markets,
Rittenhouse first identifies stocks of those large-capitalization companies
(i.e. companies with an aggregate market capitalization of at least $5 billion
under current market conditions) that have a financial strength rating of A or
better by Standard & Poor's or Value Line and a history of consistent, pre-
dictable earnings and dividend growth. Rittenhouse then selects the industries
with the most attractive potential based upon its evaluation of current market
conditions and long-term industry growth trends. Through fundamental analysis,
Rittenhouse seeks to identify the companies within these industries that have
a demonstrated leadership position and offer sustained growth opportunities at
reasonable valuations relative to historical levels. The 25 to 50 stocks that
Rittenhouse believes represent the best mix of sustained growth opportunities
at reasonable valuations are selected for the fund's portfolio.
EQUITY SECURITIES
Under normal market conditions, the Fund invests primarily in equity securi-
ties of blue chip companies ("Equity Securities"). Equity Securities include
common stocks; preferred stocks; warrants to purchase common stocks or pre-
ferred stocks; securities convertible into common or preferred stocks, such as
convertible bonds and debentures; and other securities with equity character-
istics. The Fund expects to be substantially fully invested in Equity Securi-
ties under normal market conditions, and will invest at least 65% of its total
assets in Equity Securities which do not include warrants or rights to pur-
chase common stock.
Convertible securities must be rated A or higher by Moody's Investors Service
("Moody's") or A or higher by Standard & Poor's ("S&P"), Duff & Phelps, Inc.
- -------------------------------------------------------------------------------
PAGE 6
<PAGE>
("D&P") or Fitch Investors Service, Inc. ("Fitch"). A general description of
ratings may be found in the Statement of Additional Information.
In addition, the Fund may invest up to 15% of its net assets in equity securi-
ties of foreign issuers, either directly in U.S. market-traded securities of
those issuers or indirectly through investments in American Depository Re-
ceipts ("ADRs"), described later in this section.
FIXED-INCOME SECURITIES
When Rittenhouse believes that market conditions warrant a temporary defensive
position, or in order to keep cash on hand fully invested, the Fund may invest
without limitation in cash equivalents and short-term fixed income securities.
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 securi-
ties include, without limitation, the following: U.S. government securities
that are either issued or guaranteed by the U.S. Treasury or by U.S. govern-
mental agencies or instrumentalities; certificates of deposit; bank time de-
posits; 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 de-
posit and bankers acceptances.
A repurchase agreement is a contract under which the Fund would acquire a se-
curity 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 fu-
ture date, generally within 45 days. The Fund will segregate and maintain as-
sets having a value 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 set-
tlement date.
SECURITIES OF FOREIGN ISSUERS
The Fund may invest up to 15% of its net assets in equity securities of for-
eign issuers, either directly in equity securities of those issuers traded in
U.S. securities markets, or indirectly in American Depository Receipts
("ADRs") or other instruments denominated in U.S. dollars that permit indirect
investment in foreign securities. 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. Neither U.S. exchange listing or Nasdaq quo-
tation nor ADRs eliminate all the risks inherent in investing in foreign is-
suers, such as changes in foreign currency exchange rates. However, by invest-
ing in securities of foreign issuers traded in U.S. securities markets and
ADRs, rather than directly in foreign issuers' stock traded in foreign mar-
kets, 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
denominated 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
include 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 trans-
actions 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
permissible risk management transactions and will not enter into such transac-
tions 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 Rittenhouse's ability to correctly use such instruments, which may
involve skills different from those associated with man-
- -------------------------------------------------------------------------------
PAGE 7
<PAGE>
aging securities generally. The Fund could lose money on a futures transaction
or an option could expire worthless, 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 con-
tinuously 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 the investment of the collateral or a fee from the bor-
rower 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
20% and 30% under normal market conditions, and will generally not exceed 50%.
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 invest-
ing 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
liabilities (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. Class A pur-
chases at net asset value during a period in which those shares were offered
without a front-end sales charge may be subject to a 2% CDSC if redeemed
within 24 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
- -------------------------------------------------------------------------------
PAGE 8
<PAGE>
Fund Shares" and "Distribution and Service Plan" below.
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 con-
vert to Class A Shares and continue to pay an annual distribution fee indefi-
nitely, Class C Shares should normally not be purchased by an investor who ex-
pects 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 identical in
amount and are used to compensate Authorized Dealers for providing you with on-
going account services. You may qualify for a reduced sales charge or a sales
charge waiver on a purchase of Class A Shares, although there may be a CDSC im-
posed on redemption of certain purchases at net asset value without an up-front
sales charge, 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 value, but only under certain circumstances or for certain categories
of investors, 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.
Under certain circumstances, Nuveen may also make ongoing payments to autho-
rized dealers to facilitate the marketing and administration of new and exist-
ing shareholder accounts, including payments for advertising.
Such reimbursement will be based on the levels of sales of Nuveen Fund shares
and Nuveen Unit Trust units sold during the prior calendar year according to an
established schedule. Any such support or reimbursement would be provided by
Nuveen out of its own assets, and not out of the assets 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 Securities and Exchange Commission
takes the position that dealers who receive 90% or more of the applicable sales
charge may be deemed underwriters under the Securities 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
- --------------------------------------------------------------------------------
PAGE 9
<PAGE>
service fee of .25%. See "Flexible Purchase Options" 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.
Class A Shares were sold without an up-front sales charge during an initial of-
fering period. During that period, Authorized Dealers were eligible to receive
a commission equal to 2% of the purchase price of Class A Shares sold. Class A
Shares sold during this period in which a commission was paid to an Authorized
Dealer are subject to a CDSC of 2% of the lower of the purchase price or the
redemption proceeds if redeemed within 24 months of purchase.
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;
. 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
- --------------------------------------------------------------------------------
PAGE 10
<PAGE>
your intended purchases will be held in escrow pending completion of these
purchases. All dividends and capital gains distributions on Class A Shares
held in escrow will be credited to your account. If total purchases, less re-
demptions, 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 Intent and thereby qualify for a
lower sales charge than the sales charge specified in your Letter of Intent,
you will receive this lower sales charge retroactively, and the difference be-
tween it and the higher sales charge paid will be used to purchase additional
Class A Shares on your behalf. If the total purchases, 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 appropriate 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
investing distributions from a Nuveen Unit Trust. There is no initial or sub-
sequent 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
investment, has five or more participating members, has agreed to include Fund
sales publications in mailings to members and has agreed to comply with cer-
tain 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 $50, 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 and the minimum
initial investment in Class A Shares of any particular fund or portfolio for
each participant in the program is $3,000. No certificates will be issued for
any participant's account. All dividends and other distributions 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 administra-
tor 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 informa-
tion 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
reinvestment 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 compa-
ny.
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 past trustees of the Trust
or any Nuveen-sponsored registered investment company; bona fide, full-time
and retired employees of Nuveen or Rittenhouse, any parent company of Nuveen,
and subsidiaries thereof, or their immediate family members (as defined be-
low); 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 mem-
bers; officers and directors of bank holding companies that make Fund shares
available directly 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 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 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 fi-
nancial 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 pur-
chase 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 con-
nection with the acquisition by the Fund of another investment company.
- -------------------------------------------------------------------------------
PAGE 11
<PAGE>
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, their parents, their children and their grandchil-
dren); 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 your 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 attrib-
uted to particular purchases of Class B Shares in accordance with such proce-
dures as the Board of Trustees may determine from time to time. Class B Shares
that are converted to Class A Shares will remain subject to an annual service
fee that is identical in amount for both Class B Shares and Class A Shares.
Since net asset value per share of the Class B Shares and the Class A Shares
may differ at the time of conversion, a shareholder may receive more or fewer
Class A Shares than the number of Class B Shares converted. Any conversion of
Class B Shares into Class A Shares will be subject to the continuing availabil-
ity of an opinion of counsel or a private letter ruling from the Internal Reve-
nue 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."
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
- --------------------------------------------------------------------------------
PAGE 12
<PAGE>
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 past trustees of the Trust or any Nuveen-sponsored reg-
istered investment company; bona fide, full-time and retired employees of
Nuveen or Rittenhouse, any parent company of Nuveen, and subsidiaries 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 holding compa-
nies that make Fund shares available directly or through subsidiaries or bank
affiliates; bank or broker-affiliated trust departments; investors purchasing
on a periodic fee, asset-based fee or no transaction fee basis through a bro-
ker-dealer sponsored mutual fund purchase program; and clients of investment
advisers, financial planners or other financial intermediaries that charge pe-
riodic or asset-based fees for their services. For further details about these
special categories and their eligibility requirements, please consult your fi-
nancial 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 with-
out a sales charge at net asset value, you should be aware of the differences
between these two classes of shares. Class A Shares are subject to an annual
service fee to compensate Authorized Dealers for providing you with ongoing
account 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 provided 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
Rittenhouse Growth Fund, Class [A], [B], [C], [R]," delivered to the financial
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 com-
pleting and enclosing with your payment the attached Application Form. After
your initial investment, you may make subsequent purchases at any time by for-
warding to your financial adviser or SSI a check in the amount of your pur-
chase made payable to "Nuveen Rittenhouse Growth 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 payable
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
description 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). Ad-
ditional 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 fol-
lowed 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 as-
sure 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 declining 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.
- -------------------------------------------------------------------------------
PAGE 13
<PAGE>
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 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 exchanged for
shares of a Nuveen money market fund. Class A Shares purchased without an up-
front sales charge during an initial offering period may not be exchanged into
Class A Shares of any other Nuveen Mutual Fund prior to , 1998.
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 exactly
the same as that of the fund account from which the exchange is made, written
instructions from all holders of the account from which the exchange is being
made must be received, with signatures guaranteed by a member of an approved
Medallion Guarantee Program or in such other manner as may be acceptable to the
Fund. You may also exchange shares by telephone if you authorize telephone ex-
changes by checking the applicable box on the enclosed Application Form or by
calling Nuveen toll-free at 800-621-7227 to obtain an authorization 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 vehi-
cle 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 privi-
lege can be exercised only once for any redemption, and reinvestment will be
made at the net asset value next calculated after reinstatement of the appro-
priate 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 cap-
ital gain realized on a redemption will not be affected by reinstatement, but a
capital loss may be disallowed in whole or in part depending on the timing, the
amount of the reinvestment and the fund from which the redemption occurred.
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 Auto-
matic Deposit Plan, and sending dividends, distributions, redemption payments
or Automatic Withdrawal Plan payments directly to your bank account. Please re-
fer to the Application for details, or call SSI at 800-621-7227 for more infor-
mation.
- --------------------------------------------------------------------------------
PAGE 14
<PAGE>
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 representative of record unless and until SSI receives writ-
ten instructions terminating or changing those privileges. After you establish
Fund Direct for your account, any change of bank account information must be
made by signature-guaranteed instructions to SSI signed by all shareholders
who own the account.
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.
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
are subject to an annual distribution fee and Class A, Class B and Class C
Shares are subject to an annual service fee. Class R Shares are not 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 re-
ports 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 authorized 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 redemp-
PAGE-15------------------------------------------------------------------------
<PAGE>
tions within 18 months of purchase. Class A Shares purchased without an up-
front sales charge during an initial offering period in which a commission was
paid to an Authorized Dealer are subject to a CDSC of 2% of the lower of the
purchase price or the redemption proceeds if redeemed within 24 months of the
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.
REDEMPTION PROCEDURES
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 proper form. A check for the redemption proceeds
will be mailed to you within seven days after receipt of your redemption re-
quest. For accounts registered in the name of a broker-dealer, payment will be
forwarded within three business days. However, if any shares to be redeemed
were purchased by check within 15 days prior to the date the redemption re-
quest is received, the Fund will not mail the redemption proceeds until the
check received for the purchase 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 the time the Fund calculates its net asset value
("Closing Time"), which is usually 4:00 p.m. eastern time, the redemption
check will normally be mailed the next business day. For requests received af-
ter Closing Time, the redemption will be effected at Closing Time the follow-
ing business day and the check will normally be mailed on the second business
day after the request.
If you have authorized electronic fund redemption or established Fund Direct
privileges, you can take advantage of the following expedited redemption pro-
cedures to redeem shares held in non-certificate form that are worth at least
$1,000. You may make electronic fund redemption requests through a phone rep-
resentative or Fund Direct redemption requests by calling Nuveen at 800-621-
7227. If a redemption request is received by Closing Time, the redemption will
be made as of Closing Time that day. If the redemption request is received af-
ter Closing Time, the redemption will be made as of Closing Time the following
business day. Proceeds of electronic fund redemptions will normally be wired
on the second business day following the redemption, but may be delayed 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 ordi-
narily be wired. The Fund reserves the right to charge a fee for electronic
fund redemption. Proceeds of redemptions through Fund Direct will normally be
wired to your Fund Direct bank account on the second or third business day af-
ter the redemption.
Before you may redeem shares electronically by phone or through 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 from
electronic share redemptions 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 Nuvee
- -------------------------------------------------------------------------PAGE-16
<PAGE>
or SSI in order to establish multiple accounts, or to change the account or
accounts designated to receive redemption proceeds. These requests must be
signed by each account owner with signatures guaranteed by a member of an ap-
proved Medallion Guarantee Program or in such other manner as may be accept-
able to the Fund. Further documentation may be required from corporations, ex-
ecutors, 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
on the New York Stock Exchange is restricted, or an emergency exists as deter-
mined by the Securities and Exchange Commission so that trading of the Fund's
investments or determination of its net asset value is not reasonably practi-
cable, or (c) for any other periods that the Securities and Exchange Commis-
sion by order may permit for protection of Fund shareholders.
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
investment 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 pur-
chase 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 in-
vesting their Nuveen Unit Trust distributions, no minimum total investment
will be established for the Fund.
- -------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
The management of the Fund, including general supervision of the duties per-
formed for the Fund by Nuveen Institutional Advisory Corp. ("NIAC") under the
Management Agreement, is the responsibility 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 manage-
ment 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
entered into a Sub-Advisory Agreement with Rittenhouse under which Rittenhouse
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 prin-
cipal 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 under-
writer 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 invested to date in Nuveen investment products.
PAGE-17-------------------------------------------------------------------------
<PAGE>
Founded in 1898, Nuveen is a subsidiary of The John Nuveen Company which, in
turn, is approximately 77% owned by The St. Paul Companies, Inc. ("St. Paul").
St. Paul is located in St. Paul, Minnesota, and is principally engaged in pro-
viding 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 .7875 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 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: cus-
todial, transfer agent, accounting and legal fees; interest charges; brokerage
commissions; organizational expenses; and extraordinary expenses. In order to
prevent total operating expenses (excluding any distribution or service fee,
and extraordinary expenses) from exceeding 1% of the average daily net asset
value of any class of shares of the Fund for the fiscal year ended July 31,
1998, NIAC has agreed to waive all or a portion of its management fees or reim-
burse certain expenses of the Fund.
Rittenhouse was founded in 1979 and is located at Two Radnor Corporate Center,
Radnor, PA 19087-4570. Under the Sub-Advisory Agreement, NIAC pays Rittenhouse
a portfolio management fee on the Fund's average daily net asset value at an
annual rate as set forth below:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PORTFOLIO
AVERAGE DAILY NET ASSET VALUE MANAGEMENT FEE
- ------------------------------------------------------------------------------
<S> <C>
For the first $500 million .35 of 1%
For assets over $500 million .30 of 1%
- ------------------------------------------------------------------------------
</TABLE>
The investment decisions for the Fund are made through a team approach, with
all of the Rittenhouse investment professionals contributing to the process.
Rittenhouse currently maintains a staff of 20 investment professionals. Each
of the Rittenhouse officers and investment professionals has developed an ex-
pertise in at least one functional investment area, including equity research,
strategy, quantiative research, technical research, and trading. A key element
in the decision making process is a formal investment committee of all the in-
vestment professionals that meets regularly to review all Rittenhouse invest-
ment positions. Pertinent information from outside sources is shared and incor-
porated into the investment outlook. The investment strategy, market sectors,
and individual security holdings are reviewed to verify their continued appro-
priateness. Investment recommendations are presented to the committee for deci-
sion.
Rittenhouse provides continuous advice and recommendations concerning the
Fund's investments, and is responsible for selecting the broker-dealers who ex-
ecute the portfolio's transactions. In executing such transactions, Rittenhouse
seeks to obtain the best net results for the Fund. Rittenhouse also serves as
investment adviser to pension and profit-sharing plans, and other institutional
and private investors. Rittenhouse is a wholly-owned subsidiary of The John
Nuveen Company.
- --------------------------------------------------------------------------------
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. 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,
- -------------------------------------------------------------------------PAGE-18
<PAGE>
WHETHER RECEIVED IN CASH OR REINVESTED IN ADDITIONAL SHARES. The capital gain
holding period for this purpose is determined by the length of time the Fund
has held the security and not the length of time you have held shares in the
Fund. 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 div-
idends 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 income
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 un-
less 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 Rittenhouse Growth Fund, 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 distribution.
Under certain circumstances, a corporate shareholder may be entitled to a divi-
dends 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 lo-
cal 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 per share of a class is calculated by
taking the fair value of the pro rata portion of the Fund's total assets at-
tributable to that class, including interest or dividends accrued but not yet
collected, less all liabilities attributable to the class (including the
class's pro rata portion of the Fund's liabilities), and dividing by the total
number of shares of that class outstanding. The result, rounded to the nearest
cent, is the net asset value per share of that class.
In determining net asset value, expenses are accrued and applied daily and se-
curities and other assets for which market quotations are available are valued
at market value. Common stocks and other equity-type securities are valued at
the last sales price on the national securities exchange or Nasdaq on which
such securities are primarily traded; however, securities 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 securities exchange or Nasdaq are
valued at the most recent bid prices. Debt securities 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 valued at fair value as determined in
good faith by the Board of Trustees. Debt securities having remaining maturi-
ties 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 secu-
rities 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 fluctuat-
ing interest rates on the market value of the security. Regardless of the
method employed to value a particular security, 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 signifi-
cantly different from the previous day's calculated value.
- --------------------------------------------------------------------------------
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 Nuveen Investment Trust II ("Trust"). The Trust is an
open-end diversified management investment company under the Investment
PAGE-19-------------------------------------------------------------------------
<PAGE>
Company Act of 1940. The Trust was organized as a Massachusetts business trust
on June 27, 1997. 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 di-
vided into classes of shares. Currently, the Fund is the only series authorized
and outstanding. Shares of the Fund are 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 liquidation, except that each bears different class
expenses, including different distribution and service fees, and each has ex-
clusive voting rights with respect to any distribution or service plan applica-
ble 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 estab-
lish additional series and classes of shares in the future, to change those se-
ries 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 Trust's Declaration of Trust further provides for indemnifi-
cation 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 20
<PAGE>
Statement of Additional Information
, 1997
Nuveen Investment Trust II
333 West Wacker Drive
Chicago, Illinois 60606
NUVEEN RITTENHOUSE GROWTH FUND
This Statement of Additional Information is not a prospectus. A prospectus may
be obtained from certain securities representatives, banks and other financial
institutions that have entered into sales agreements with John Nuveen & Co. In-
corporated, or from the Fund, c/o John Nuveen & Co. Incorporated, 333 West
Wacker Drive, Chicago, Illinois 60606. This Statement of Additional Information
relates to, and should be read in conjunction with, the Prospectus for the Fund
dated , 1997 and any supplements to that Prospectus.
<TABLE>
<S> <C>
Table of Contents Page
- --------------------------------------------------------------------------
General Information B-2
- --------------------------------------------------------------------------
Investment Policies and Restrictions B-2
- --------------------------------------------------------------------------
Investment Policies and Techniques B-4
- --------------------------------------------------------------------------
Management B-14
- --------------------------------------------------------------------------
Fund Manager and Portfolio Manager B-16
- --------------------------------------------------------------------------
Portfolio Transactions B-17
- --------------------------------------------------------------------------
Net Asset Value B-18
- --------------------------------------------------------------------------
Tax Matters B-19
- --------------------------------------------------------------------------
Performance Information B-22
- --------------------------------------------------------------------------
Additional Information on the Purchase and Redemption of Fund Shares B-25
- --------------------------------------------------------------------------
Distribution and Service Plans B-29
- --------------------------------------------------------------------------
Independent Public Accountants and Custodian B-30
- --------------------------------------------------------------------------
Financial Statements B-30
- --------------------------------------------------------------------------
Appendix A--Ratings of Investments
- --------------------------------------------------------------------------
</TABLE>
<PAGE>
GENERAL INFORMATION
Nuveen Rittenhouse Growth Fund (the "Fund") is a series of Nuveen Investment
Trust II (the "Trust"), an open-end diversified management series investment
company. Each series of the Trust represents shares of beneficial interest in a
separate portfolio of securities and other assets, with its own objectives and
policies. Currently, the Fund is the only series of the Trust authorized and
outstanding.
Certain matters under the Investment Company Act of 1940 which must be submit-
ted to a vote of the holders of the outstanding voting securities of a series
company shall not be deemed to have been effectively acted upon unless approved
by the holders of a majority of the outstanding voting securities of each se-
ries affected by such matter.
INVESTMENT POLICIES AND RESTRICTIONS
INVESTMENT RESTRICTIONS
The investment objective and certain fundamental investment policies of the
Fund are described in the Fund's Prospectus. The Fund, as a fundamental policy,
may not, without the approval of the holders of a majority of the shares of the
Fund:
(1) With respect to 75% of its total assets, purchase the securities of any is-
suer (except securities issued or guaranteed by the United States 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 is-
suer;
(2) 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 invest-
ments) and (ii) make other investments or engage in other transactions permis-
sible under the Investment Company Act of 1940 that may involve a borrowing,
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 liabilities (other than borrowings).
(3) Act as an underwriter of another issuer's securities, except to the extent
that the Fund may be deemed to be an underwriter within the meaning of the Se-
curities Act of 1933 in connection with the purchase and sale of portfolio se-
curities.
(4) Make loans to other persons, except through (i) the purchase of debt secu-
rities permissible under the Fund's investment policies, (ii) repurchase agree-
ments, or (iii) the lending of portfolio securities, provided that no such loan
of portfolio securities may be made by the Fund if, as a result, the aggregate
of such loans would exceed 33 1/3% of the value of the Fund's total assets.
(5) Purchase or sell physical commodities unless acquired as a result of owner-
ship of securities or other instruments (but this shall not prevent the Fund
from purchasing or selling options, futures contracts, or other derivative in-
struments, or from investing in securities or other instruments backed by phys-
ical commodities).
B-2
<PAGE>
(6) Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prohibit the Fund from pur-
chasing or selling securities or other instruments backed by real estate or of
issuers engaged in real estate activities).
(7) Issue senior securities, except as permitted under the Investment Company
Act of 1940.
(8) Purchase the securities of any issuer if, as a result, 25% or more of the
Fund's total assets would be invested in the securities of issuers whose prin-
cipal business activities are in the same industry (except that this restric-
tion shall not be applicable to securities issued or guaranteed by the U.S.
government or any agency or instrumentality thereof).
If a percentage restriction is adhered to at the time of investment, a later
increase in percentage resulting from a change in market value of the invest-
ment or the total assets will not constitute a violation of that restriction.
The foregoing fundamental investment policies, together with the investment ob-
jective of the Fund, and certain other policies specifically identified in the
prospectus, cannot be changed without approval by holders of a "majority of the
Fund's outstanding voting shares." As defined in the Investment Company Act of
1940, this means the vote of (i) 67% or more of the Fund's shares present at a
meeting, if the holders of more than 50% of the Fund's shares are present or
represented by proxy, or (ii) more than 50% of the Fund's shares, whichever is
less.
In addition to the foregoing fundamental investment policies, the Fund is also
subject to the following non-fundamental restrictions and policies, which may
be changed by the Board of Trustees. The Fund may not:
(1) Sell securities short, unless the Fund owns or has the right to obtain se-
curities equivalent in kind and amount to the securities sold short at no added
cost, and provided that transactions in options, futures contracts, options on
futures contracts, or other derivative instruments are not deemed to constitute
selling securities short.
(2) Purchase securities on margin, except that the Fund may obtain such short-
term credits as are necessary for the clearance of transactions; and provided
that margin deposits in connection with futures contracts, options on futures
contracts, or other derivative instruments shall not constitute purchasing se-
curities on margin.
(3) Purchase securities of open-end or closed-end investment companies except
in compliance with the Investment Company Act of 1940.
(4) Enter into futures contracts or related options if more than 30% of the
Fund's net assets would be represented by futures contracts or more than 5% of
the Fund's net assets would be committed to initial margin deposits and premi-
ums on futures contracts and related options.
B-3
<PAGE>
(5) Invest in direct interests in oil, gas or other mineral exploration pro-
grams or leases; however, the Fund may invest in the securities of issuers that
engage in these activities.
(6) Purchase securities when borrowings exceed 5% of its total assets. If due
to market fluctuations or other reasons, the value of the Fund's assets falls
below 300% of its borrowings, the Fund will reduce its borrowings within 3
business days. To do this, the Fund may have to sell a portion of its invest-
ments at a time when it may be disadvantageous to do so.
(7) Invest in illiquid securities if, as a result of such investment, more than
15% of the Fund's net assets would be invested in illiquid securities.
INVESTMENT POLICIES AND TECHNIQUES
The following information supplements the discussion of the Fund's investment
objective, policies, and techniques that are described in the Prospectus.
SHORT-TERM INVESTMENTS
Short-Term Taxable Fixed Income Securities
For temporary defensive purposes and to keep cash on hand fully invested, the
Fund may invest up to 100% of its total assets in cash equivalents and short-
term taxable fixed income securities. Short-term taxable fixed income securi-
ties are defined to include, without limitation, the following:
(1) U.S. government securities, including bills, notes and bonds differing as
to maturity and rates of interest, which are either issued or guaranteed by the
U.S. Treasury or by U.S. government agencies or instrumentalities. U.S. govern-
ment agency securities include securities issued by (a) the Federal Housing Ad-
ministration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, and the Government National Mortgage As-
sociation, whose securities are supported by the full faith and credit of the
United States; (b) the Federal Home Loan Banks, Federal Intermediate Credit
Banks, and the Tennessee Valley Authority, whose securities are supported by
the right of the agency to borrow from the U.S. Treasury; (c) the Federal Na-
tional Mortgage Association, whose securities are supported by the discretion-
ary authority of the U.S. government to purchase certain obligations of the
agency or instrumentality; and (d) the Student Loan Marketing Association,
whose securities are supported only by its credit. While the U.S. government
provides financial support to such U.S. government-sponsored agencies or in-
strumentalities, no assurance can be given that it always will do so since it
is not so obligated by law. The U.S. government, its agencies, and instrumen-
talities do not guarantee the market value of their securities, and consequent-
ly, the value of such securities may fluctuate.
(2) Certificates of Deposit issued against funds deposited in a bank or savings
and loan association. Such certificates are for a definite period of time, earn
a specified rate of return, and are normally negotiable. If such certificates
of deposit are non-negotiable, they will be considered illiquid securities and
be subject to the Fund's 15% restriction on investments in illiquid securities.
Pursuant to the certificate of
B-4
<PAGE>
deposit, the issuer agrees to pay the amount deposited plus interest to the
bearer of the certificate on the dated specified thereon. Under current FDIC
regulations, the maximum insurance payable as to any one certificate of deposit
is $100,000; therefore, certificates of deposit purchased by the Fund may not
be fully insured.
(3) Bankers' acceptances which are short-term credit instruments used to fi-
nance commercial transactions. Generally, an acceptance is a time draft drawn
on a bank by an exporter or an importer to obtain a stated amount of funds to
pay for specific merchandise. The draft is then "accepted" by a bank that, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date. The acceptance may then be held by the accepting bank as an
asset or it may be sold in the secondary market at the going rate of interest
for a specific maturity.
(4) Repurchase agreements which involve purchases of debt securities. In such
an action, at the time the Fund purchases the security, it simultaneously
agrees to resell and redeliver the security to the seller, who also simultane-
ously agrees to buy back the security at a fixed price and time. This assures a
predetermined yield for the Fund during its holding period since the resale
price is always greater than the purchase price and reflects an agreed-upon
market rate. Such actions afford an opportunity for the Fund to invest tempo-
rarily available cash. The Fund may enter into repurchase agreements only with
respect to obligations of the U.S. government, its agencies or instrumentali-
ties; certificates of deposit; or bankers acceptances in which the Fund may in-
vest. Repurchase agreements may be considered loans to the seller, collateral-
ized by the underlying securities. The risk to the Fund is limited to the abil-
ity of the seller to pay the agreed-upon sum on the repurchase date; in the
event of default, the repurchase agreement provides that the affected Fund is
entitled to sell the underlying collateral. If the value of the collateral de-
clines after the agreement is entered into, however, and if the seller defaults
under a repurchase agreement when the value of the underlying collateral is
less than the repurchase price, the Fund could incur a loss of both principal
and interest. Rittenhouse [define term] monitors the value of the collateral at
the time the action is entered into and at all times during the term of the re-
purchase agreement. Rittenhouse does so in an effort to determine that the
value of the collateral always equals or exceeds the agreed-upon repurchase
price to be paid to the Fund. If the seller were to be subject to a federal
bankruptcy proceeding, the ability of a Fund to liquidate the collateral could
be delayed or impaired because of certain provisions of the bankruptcy laws.
(5) Bank time deposits, which are monies kept on deposit with banks or savings
and loan associations for a stated period of time at a fixed rate of interest.
There may be penalties for the early withdrawal of such time deposits, in which
case the yields of these investments will be reduced.
(6) Commercial paper, which are short-term unsecured promissory notes, includ-
ing variable rate master demand notes issued by corporations to finance their
current operations. Master demand notes are direct lending arrangements between
the Fund and a corporation. There is no secondary market for the notes. Howev-
er, they are redeemable by the Fund at any time. Rittenhouse will consider the
financial condition of the corporation (e.g., earning power, cash flow, and
other liquidity ratios) and will continuously monitor the corporation's ability
to meet all of its financial obligations, because the Fund's liquidity might be
impaired if the corporation were unable to pay principal and interest on de-
mand. Investments in commercial paper will be limited to commercial paper rated
in the two highest categories by a major rating agency or unrated commercial
paper which is, in the opinion of Rittenhouse, of comparable quality.
B-5
<PAGE>
HEDGING STRATEGIES
General Description of Hedging Strategies
The Fund may engage in hedging activities. Rittenhouse may cause the Fund to
utilize a variety of financial instruments, including options, futures con-
tracts (sometimes referred to as "futures") and options on futures contracts to
attempt to hedge the Fund's holdings.
Hedging instruments on securities generally are used to hedge against price
movements in one or more particular securities positions that the Fund owns or
intends to acquire. Hedging instruments on stock indices, in contrast, gener-
ally are used to hedge against price movements in broad equity market sectors
in which the Fund has invested or expects to invest. The use of hedging instru-
ments is subject to applicable regulations of the Securities and Exchange Com-
mission (the "SEC"), the several options and futures exchanges upon which they
are traded, the Commodity Futures Trading Commission (the "CFTC") and various
state regulatory authorities. In addition, the Fund's ability to use hedging
instruments will be limited by tax considerations.
General Limitations on Futures and Options Transactions
The Trust has filed a notice of eligibility for exclusion from the definition
of the term "commodity pool operator" with the CFTC and the National Futures
Association, which regulate trading in the futures markets. Pursuant to Section
4.5 of the regulations under the Commodity Exchange Act (the "CEA"), the notice
of eligibility for the Fund includes the representation that the Fund will use
futures contracts and related options solely for bona fide hedging purposes
within the meaning of CFTC regulations. The Fund will not enter into futures
and options 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 futures contracts and options transactions if more
than 30% of its net assets would be committed to such instruments.
The foregoing limitations are not fundamental policies of the Fund and may be
changed without shareholder approval as regulatory agencies permit. Various ex-
changes and regulatory authorities have undertaken reviews of options and
futures trading in light of market volatility. Among the possible actions that
have been presented are proposals to adopt new or more stringent daily price
fluctuation limits for futures and options transactions and proposals to in-
crease the margin requirements for various types of futures transactions.
Asset Coverage for Futures and Options Positions
The Fund will comply with the regulatory requirements of the SEC and the CFTC
with respect to coverage of options and futures positions by registered invest-
ment companies and, if the guidelines so require, will set aside assets permit-
ted by the SEC and CFTC in a segregated custodial account in the amount pre-
scribed. Securities held in a segregated account cannot be sold while the
futures or options position is outstanding, unless replaced with other permis-
sible assets, and will be marked-to-market daily.
Stock Index Options
The Fund may (i) purchase stock index options for any purpose, (ii) sell stock
index options in order to
B-6
<PAGE>
close out existing positions, and/or (iii) write covered options on stock in-
dexes for hedging purposes. Stock index options are put options and call op-
tions on various stock indexes. In most respects, they are identical to listed
options on common stocks. The primary difference between stock options and in-
dex options occurs when index options are exercised. In the case of stock op-
tions, the underlying security, common stock, is delivered. However, upon the
exercise of an index option, settlement does not occur by delivery of the secu-
rities comprising the index. The option holder who exercises the index option
receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in
the case of a put, the exercise price of the option. This amount of cash is
equal to the difference between the closing price of the stock index and the
exercise price of the option expressed in dollars times a specified multiple.
A stock index fluctuates with changes in the market values of the stock in-
cluded in the index. For example, some stock index options are based on a broad
market index, such as the Standard & Poor's 500 or the Value Line Composite In-
dex or a narrower market index, such as the Standard & Poor's 100. Indexes may
also be based on an industry or market segment, such as the AMEX Oil and Gas
Index or the Computer and Business Equipment Index. Options on stock indexes
are currently traded on the following exchanges: the Chicago Board of Options
Exchange, the New York Stock Exchange, the American Stock Exchange, the Pacific
Stock Exchange, and the Philadelphia Stock Exchange.
The Fund's use of stock index options is subject to certain risks. Successful
use by the Fund of options on stock indexes will be subject to the ability of
Rittenhouse to correctly predict movements in the directions of the stock mar-
ket. This requires different skills and techniques than predicting changes in
the prices of individual securities. In addition, the Fund's ability to effec-
tively hedge all or a portion of the securities in its portfolio, in anticipa-
tion of or during a market decline through transactions in put options on stock
indexes, depends on the degree to which price movements in the underlying index
correlate with the price movements of the securities held by the Fund. Inasmuch
as the Fund's securities will not duplicate the components of an index, the
correlation will not be perfect. Consequently, the Fund will bear the risk that
the prices of its securities being hedged will not move in the same amount as
the prices of its put options on the stock indexes. It is also possible that
there may be a negative correlation between the index and the Fund's securities
which would result in a loss on both such securities and the options on stock
indexes acquired by the Fund.
The hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities, significant price and rate
movements can take place in the underlying markets that cannot be reflected in
the options markets. The purchase of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. The purchase of stock index
options involves the risk that the premium and transaction costs paid by the
Fund in purchasing an option will be lost as a result of unanticipated move-
ments in prices of the securities comprising the stock index on which the op-
tion is based.
Certain Considerations Regarding Options
There is no assurance that a liquid secondary market on an options exchange
will exist for any particular option, or at any particular time, and for some
options no secondary market on an exchange or elsewhere
B-7
<PAGE>
may exist. If the Fund is unable to close out a call option on securities that
it has written before the option is exercised, the Fund may be required to pur-
chase the optioned securities in order to satisfy its obligation under the op-
tion to deliver such securities. If the Fund is unable to effect a closing sale
transaction with respect to options on securities that it has purchased, it
would have to exercise the option in order to realize any profit and would in-
cur transaction costs upon the purchase and sale of the underlying securities.
The writing and purchasing of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. Imperfect correlation between the
options and securities markets may detract from the effectiveness of attempted
hedging. Options transactions may result in significantly higher transaction
costs and portfolio turnover for the Fund.
Federal Income Tax Treatment of Options
Certain option transactions have special federal income tax results for the
Fund. Expiration of a call option written by the Fund will result in short-term
capital gain. If the call option is exercised, the Fund will realize a gain or
loss from the sale of the security covering the call option and, in determining
such gain or loss, the option premium will be included in the proceeds of the
sale.
If the Fund writes options other than "qualified covered call options," as de-
fined in Section 1092 of the Internal Revenue Code of 1986, as amended (the
"Code"), or purchases puts, any losses on such options transactions, to the ex-
tent they do not exceed the unrealized gains on the securities covering the op-
tions, may be subject to deferral until the securities covering the options
have been sold.
In the case of transactions involving "nonequity options," as defined in Code
Section 1256, the Fund will treat any gain or loss arising from the lapse,
closing out or exercise of such positions as 60% long-term and 40% short-term
capital gain or loss as required by Section 1256 of the Code. In addition, such
positions must be marked-to-market as of the last business day of the year, and
gain or loss must be recognized for federal income tax purposes in accordance
with the 60%/40% rule discussed above even though the position has not been
terminated. A "nonequity option" includes an option with respect to any group
of stocks or a stock index if there is in effect a designation by the CFTC of a
contract market for a contract based on such group of stocks or indexes. For
example, options involving stock indexes such as the Standard & Poor's 500 and
100 indexes would be "nonequity options" within the meaning of Code Section
1256.
Futures Contracts
The Fund may enter into futures contracts (hereinafter referred to as "Futures"
or "Futures Contracts"), including index Futures as a hedge against movements
in the equity markets, in order to establish more definitely the effective re-
turn on securities held or intended to be acquired by the Fund or for other
purposes permissible under the CEA. The Fund's hedging may include sales of
Futures as an offset against the effect of expected declines in stock prices
and purchases of Futures as an offset against the effect of expected increases
in stock prices. The Fund will not enter into Futures Contracts which are pro-
hibited under the CEA and will, to the extent required by regulatory authori-
ties, enter only into Futures Contracts that are traded on national futures ex-
changes and are standardized as to maturity date
B-8
<PAGE>
and underlying financial instrument. The principal interest rate Futures ex-
changes in the United States are the Board of Trade of the City of Chicago and
the Chicago Mercantile Exchange. Futures exchanges and trading are regulated
under the CEA by the CFTC.
An index Futures Contract is an agreement pursuant to which the parties agree
to take or make delivery of an amount of cash equal to the difference between
the value of the index at the close of the last trading day of the contract and
the price at which the index Futures Contract was originally written. Transac-
tion costs are incurred when a Futures Contract is bought or sold and margin
deposits must be maintained. A Futures Contract may be satisfied by delivery or
purchase, as the case may be, of the instrument or by payment of the change in
the cash value of the index. More commonly, Futures Contracts are closed out
prior to delivery by entering into an offsetting transaction in a matching
Futures Contract. Although the value of an index might be a function of the
value of certain specified securities, no physical delivery of those securities
is made. If the offsetting purchase price is less than the original sale price,
a gain will be realized; if it is more, a loss will be realized. Conversely, if
the offsetting sale price is more than the original purchase price, a gain will
be realized; if it is less, a loss will be realized. The transaction costs must
also be included in these calculations. There can be no assurance, however,
that the Fund will be able to enter into an offsetting transaction with respect
to a particular Futures Contract at a particular time. If the Fund is not able
to enter into an offsetting transaction, the Fund will continue to be required
to maintain the margin deposits on the Futures Contract.
Margin is the amount of funds that must be deposited by the Fund with its cus-
todian in a segregated account in the name of the futures commission merchant
in order to initiate Futures trading and to maintain the Fund's open positions
in Futures Contracts. A margin deposit is intended to ensure the Fund's perfor-
mance of the Futures Contract. The margin required for a particular Futures
Contract is set by the exchange on which the Futures Contract is traded and may
be significantly modified from time to time by the exchange during the term of
the Futures Contract. Futures Contracts are customarily purchased and sold on
margins that may range upward from less than 5% of the value of the Futures
Contract being traded.
If the price of an open Futures Contract changes (by increase in the case of a
sale or by decrease in the case of a purchase) so that the loss on the Futures
Contract reaches a point at which the margin on deposit does not satisfy margin
requirements, the broker will require an increase in the margin. However, if
the value of a position increases because of favorable price changes in the
Futures Contract so that the margin deposit exceeds the required margin, the
broker will pay the excess to the Fund. In computing daily net asset value, the
Fund will mark to market the current value of its open Futures Contracts. The
Fund expects to earn interest income on their margin deposits.
Because of the low margin deposits required, Futures trading involves an ex-
tremely high degree of leverage. As a result, a relatively small price movement
in a Futures Contract may result in immediate and substantial loss, as well as
gain, to the investor. For example, if at the time of purchase, 10% of the
value of the Futures Contract is deposited as margin, a subsequent 10% decrease
in the value of the Futures Contract would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out. A 15% decrease would result in a loss equal to 150% of
B-9
<PAGE>
the original margin deposit, if the Futures Contract were closed out. Thus, a
purchase or sale of a Futures Contract may result in losses in excess of the
amount initially invested in the Futures Contract. However, the Fund would pre-
sumably have sustained comparable losses if, instead of the Futures Contract,
it had invested in the underlying financial instrument and sold it after the
decline.
Most United States Futures exchanges limit the amount of fluctuation permitted
in Futures Contract prices during a single trading day. The day limit estab-
lishes the maximum amount that the price of a Futures Contract may vary either
up or down from the previous day's settlement price at the end of a trading
session. Once the daily limit has been reached in a particular type of Futures
Contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses, because the limit may prevent the
liquidation of unfavorable positions. Futures Contract prices have occasionally
moved to the daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of Futures positions and sub-
jecting some Futures traders to substantial losses.
There can be no assurance that a liquid market will exist at a time when the
Fund seeks to close out a Futures position. The Fund would continue to be re-
quired to meet margin requirements until the position is closed, possibly re-
sulting in a decline in the Fund's net asset value. In addition, many of the
contracts discussed above are relatively new instruments without a significant
trading history. As a result, there can be no assurance that an active second-
ary market will develop or continue to exist.
A public market exists in Futures Contracts covering a number of indexes, in-
cluding, but not limited to, the Standard & Poor's 500 Index, the Standard &
Poor's 100 Index, the NASDAQ 100 Index, the Value Line Composite Index and the
New York Stock Exchange Composite Index.
Options on Futures
The Fund may also purchase or write put and call options on Futures Contracts
and enter into closing transactions with respect to such options to terminate
an existing position. A futures option gives the holder the right, in return of
the premium paid, to assume a long position (call) or short position (put) in a
Futures Contract at a specified exercise price prior to the expiration of the
option. Upon exercise of a call option, the holder acquires a long position in
the Futures Contract and the writer is assigned the opposite short position. In
the case of a put option, the opposite is true. Prior to exercise or expira-
tion, a futures option may be closed out by an offsetting purchase or sale of a
futures option of the same series.
The Fund may use options on Futures Contracts in connection with hedging strat-
egies. Generally, these strategies would be applied under the same market and
market sector conditions in which the Fund uses put and call options on securi-
ties or indexes. The purchase of put options on Futures Contracts is analogous
to the purchase of puts on securities or indexes so as to hedge the Fund's se-
curities holdings against the risk of declining market prices. The writing of a
call option or the purchasing of a put option on a Futures Contract constitutes
a partial hedge against declining prices of the securities which are delivera-
ble upon exercise of the Futures Contract. If the futures price at expiration
of a written call option is below the exercise price, the Fund will retain the
full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the Fund's holdings of securities. If the
futures price when the option is exercised is above the exercise price, howev-
er, the Fund will incur
B-10
<PAGE>
a loss, which may be offset, in whole or in part, by the increase in the value
of the securities held by the Fund that were being hedged. Writing a put option
or purchasing a call option on a Futures Contract serves as a partial hedge
against an increase in the value of the securities the Fund intends to acquire.
As with investments in Futures Contracts, the Fund is required to deposit and
maintain margin with respect to put and call options on Futures Contracts writ-
ten by it. Such margin deposits will vary depending on the nature of the under-
lying Futures Contract (and the related initial margin requirements), the cur-
rent market value of the option, and other futures positions held by the Fund.
The Funds will set aside in a segregated account at the Funds' custodian assets
equal in value to the amount due on the underlying obligation. Such segregated
assets will be marked to market daily, and additional assets will be placed in
the segregated account whenever the total value of the segregated account falls
below the amount due on the underlying obligation.
The risks associated with the use of options on Futures Contracts include the
risk that the Fund may close out its position as a writer of an option only if
a liquid secondary market exists for such options, which cannot be assured. The
Fund's successful use of options on Futures Contracts depends on Rittenhouse's
ability to correctly predict the movement in prices of Futures Contracts and
the underlying instruments, which may prove to be incorrect. In addition, there
may be imperfect correlation between the instruments being hedged and the
Futures Contract subject to the option. For additional information, see
"Futures Contracts."
Federal Income Tax Treatment of Futures Contracts
For federal income tax purposes, the Fund is required to recognize as income
for each taxable year its net unrealized gains and losses on Futures Contracts
as of the end of the year, as well as gains and losses actually realized during
the year. Except for transactions in Futures Contracts that are classified as
part of a "mixed straddle" under Code Section 1256, any gain or loss recognized
with respect to a Futures Contract is considered to be 60% long-term capital
gain or loss and 40% short-term capital gain or loss, without regard to the
holding period of the Futures Contract. In the case of a Futures transaction
not classified as a "mixed straddle," the recognition of losses may be deferred
to a later taxable year.
Sales of Futures Contracts that are intended to hedge against a change in the
value of securities held by a Fund may affect the holding period of such secu-
rities and, consequently, the nature of the gain or loss on such securities
upon disposition.
The Fund will distribute to shareholders annually any net capital gains which
have been recognized for federal income tax purposes (including unrealized
gains at the end of the Fund's fiscal year) on Futures transactions. Such dis-
tributions will be combined with distributions of capital gains realized on the
Fund's other investments and shareholders will be advised of the nature of the
payments.
OTHER INVESTMENT POLICIES AND TECHNIQUES
Illiquid Securities
The Fund may invest in illiquid securities (i.e., securities that are not read-
ily marketable). For purposes of this restriction, illiquid securities include,
but are not limited to, restricted securities (securities the
B-11
<PAGE>
disposition of which is restricted under the federal securities laws), securi-
ties that may only be resold pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), but that are deemed to be illiquid;
and repurchase agreements with maturities in excess of seven days. However, the
Fund will not acquire illiquid securities if, as a result, such securities
would comprise more than 15% of the value of the Fund's net assets. The Board
of Trustees or its delegate has the ultimate authority to determine, to the ex-
tent permissible under the federal securities laws, which securities are liquid
or illiquid for purposes of this 15% limitation. The Board of Trustees has del-
egated to Rittenhouse the day-to-day determination of the illiquidity of any
security held by the Fund, although it has retained oversight and ultimate re-
sponsibility for such determinations. Although no definitive liquidity criteria
are used, the Board of Trustees has directed Rittenhouse to look to such fac-
tors as (i) the nature of the market for a security (including the institu-
tional private resale market; the frequency of trades and quotes for the secu-
rity; the number of dealers willing to purchase or sell the security; and the
amount of time normally needed to dispose of the security, the method of solic-
iting offers and the mechanics of transfer), (ii) the terms of certain securi-
ties or other instruments allowing for the disposition to a third party or the
issuer thereof (e.g., certain repurchase obligations and demand instruments),
and (iii) other permissible relevant factors.
Restricted securities may be sold only in privately negotiated transactions or
in a public offering with respect to which a registration statement is in ef-
fect under the Securities Act. Where registration is required, the Fund may be
obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the
Fund may be permitted to sell a security under an effective registration state-
ment. If, during such a period, adverse market conditions were to develop, the
Fund might obtain a less favorable price than that which prevailed when it de-
cided to sell. Illiquid securities will be priced at a fair value as determined
in good faith by the Board of Trustees or its delegate. If, through the appre-
ciation of illiquid securities or the depreciation of liquid securities, the
Fund should be in a position where more than 15% of the value of its net assets
are invested in illiquid securities, including restricted securities which are
not readily marketable, the affected Fund will take such steps as is deemed ad-
visable, if any, to protect liquidity.
Short Sales Against the Box
When Rittenhouse believes that the price of a particular security held by the
Fund may decline, it may make "short sales against the box" to hedge the
unrealized gain on such security. Selling short against the box involves sell-
ing a security which the Fund owns for delivery at a specified date in the fu-
ture. The Fund will limit its transactions in short sales against the box to 5%
of its net assets. If, for example, the Fund bought 100 shares of ABC at $40
per share in January and the price appreciates to $50 in March, the Fund might
"sell short" the 100 shares at $50 for delivery the following July. Thereafter,
if the price of the stock declines to $45, it will realize the full $1,000 gain
rather than the $500 gain it would have received had it sold the stock in the
market. On the other hand, if the price appreciates to $55 per share, the Fund
would be required to sell at $50 and thus receive a $1,000 gain rather than the
$1,500 gain it would have received had it sold the stock in the market. The
Fund may also be required to pay a premium for short sales which would par-
tially offset any gain.
Warrants
The Fund may invest in warrants. Investing in warrants is purely speculative in
that they have no voting rights, pay no dividends, and have no rights with re-
spect to the assets of the corporation issuing
B-12
<PAGE>
them. Warrants basically are options to purchase equity securities at a spe-
cific price for a specific period of time. They do not represent ownership of
the securities but only the right to buy them. Warrants are issued by the is-
suer of the security, which may be purchased on their exercise. The prices of
warrants do not necessarily parallel the prices of the underlying securities.
The Fund does not intend to invest more than 5% of its net assets in warrants.
When-Issued Securities
The Fund may from time to time purchase securities on a "when-issued" basis.
The price of securities purchased on a when-issued basis is fixed at the time
the commitment to purchase is made, but delivery and payment for the securities
take place at a later date. Normally, the settlement date occurs within 45 days
of the purchase. During the period between the purchase and settlement, no pay-
ment is made by the Fund to the issuer and no interest is accrued on debt secu-
rities or dividend income is earned on equity securities. Forward commitments
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date, which risk is in addition to the risk of decline
in value of the Fund's other assets. While when-issued securities may be sold
prior to the settlement date, the Fund intends to purchase such securities with
the purpose of actually acquiring them. At the time the Fund makes the commit-
ment to purchase a security on a when-issued basis, it will record the transac-
tion and reflect the value of the security in determining its net asset value.
The Fund does not believe that net asset value will be adversely affected by
purchases of securities on a when-issued basis.
The Fund will segregate and maintain assets equal in value to commitments for
when-issued securities. When the time comes to pay for when-issued securities,
the Fund will meet its obligations from then available cash flow, sale of the
securities held in the segregated account, described above, sale of other secu-
rities or, although it would not normally expect to do so, from the sale of the
when-issued securities themselves (which may have a market value greater or
less than the Fund's payment obligation).
B-13
<PAGE>
MANAGEMENT
The management of the Trust, including general supervision of the duties per-
formed for the Fund under the Management Agreement, is the responsibility of
its Board of Trustees. The number of trustees of the Trust is fixed at seven,
three of whom are "interested persons" (as the term "interested persons" is de-
fined in the Investment Company Act of 1940) and four of whom are "disinter-
ested persons." The names and business addresses of the trustees and officers
of the Trust and their principal occupations and other affiliations during the
past five years are set forth below, with those trustees who are "interested
persons" of the Trust indicated by an asterisk.
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
POSITION AND PRINCIPAL OCCUPATIONS
NAME AND ADDRESS AGE OFFICES WITH TRUST DURING PAST FIVE YEARS
- -------------------------------------------------------------------------------
<C> <C> <C> <S>
Anthony T. Dean* 52 Chairman and Trustee President (since July 1996)
and Director, formerly
Executive Vice President,
of The John Nuveen Company
and John Nuveen & Co.
Incorporated; Director
(since October 1992) and
President (since July
1996), formerly Executive
Vice President (from May
1994 to July 1996) of
Nuveen Institutional
Advisory Corp. and Nuveen
Advisory Corp.
- -------------------------------------------------------------------------------
Timothy R. Schwertfeger* 48 President and Trustee Chairman (since July 1996)
and Director, formerly
Executive Vice President,
of The John Nuveen Company
and John Nuveen & Co.
Incorporated; Director
(since October 1992) and
Chairman (since July 1996),
formerly Executive Vice
President (from May 1994 to
July 1996) of Nuveen
Institutional Advisory Corp
and Nuveen Advisory Corp.
- -------------------------------------------------------------------------------
James E. Bacon 66 Trustee Business consultant;
Director of Lone Star
Industries, Inc. (cement);
retired (since April 1990);
previously, Director and
Executive Vice President of
U.S. Trust Corporation and
Trustee of United States
Trust Company of New York.
- -------------------------------------------------------------------------------
William L. Kissick 65 Trustee Professor, School of
Medicine and the Wharton
School of Management and
Chairman, Leonard Davis
Institute of Health
Economics, University of
Pennsylvania.
- -------------------------------------------------------------------------------
Thomas E. Leafstrand 65 Trustee Retired (since 1990);
previously Vice President
in charge of Municipal
Underwriting and Dealer
Sales at The Northern Trust
Company.
- -------------------------------------------------------------------------------
Sheila W. Wellington 65 Trustee President (since 1993) of
Catalyst (a not-for-profit
organization focusing on
women's leadership
development in business and
the professions); prior
thereto (from July 1987 to
July 1993), Secretary of
Yale University.
</TABLE>
- --------------------------------------------------------------------------------
B-14
<PAGE>
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
POSITION AND PRINCIPAL OCCUPATIONS
NAME AND ADDRESS AGE OFFICES WITH TRUST DURING PAST FIVE YEARS
- -------------------------------------------------------------------------------
<C> <C> <C> <S>
Bruce P. Bedford 57 Executive Vice Executive Vice President of John
333 West Wacker Drive President Nuveen & Co. Incorporated,
Chicago, IL 60606 Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
(since January 1997); prior
thereto, Chairman and CEO of
Flagship Resources Inc. and
Flagship Financial Inc. and the
Flagship funds.
- -------------------------------------------------------------------------------
Kathleen M. Flanagan 50 Vice President Vice President of John Nuveen &
333 West Wacker Drive Co. Incorporated; Vice President
Chicago, IL 60606 (since June 1996) of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp.
- -------------------------------------------------------------------------------
Anna R. Kucinskis 51 Vice President Vice President of John Nuveen &
333 West Wacker Drive Co. Incorporated.
Chicago, IL 60606
- -------------------------------------------------------------------------------
Larry W. Martin 46 Vice President and Vice President (since September
333 West Wacker Drive Assistant Secretary 1992), Assistant Secretary and
Chicago, IL 60606 Assistant General Counsel of
John Nuveen & Co. Incorporated;
Vice President (since May 1993)
and Assistant Secretary of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Assistant Secretary of The John
Nuveen Company (since February
1993).
- -------------------------------------------------------------------------------
O. Walter Renfftlen 58 Vice President and Vice President and Controller of
333 West Wacker Drive Controller The John Nuveen Company, John
Chicago, IL 60606 Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
- -------------------------------------------------------------------------------
H. William Stabenow 63 Vice President and Vice President and Treasurer of
333 West Wacker Drive Treasurer The John Nuveen Company, John
Chicago, IL 60606 Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
- -------------------------------------------------------------------------------
Gifford R. Zimmerman 40 Vice President and Vice President (since September
333 West Wacker Drive Secretary 1992), Secretary and Assistant
Chicago, IL 60606 General Counsel of John Nuveen &
Co. Incorporated; Vice President
(since May 1993) and Assistant
Secretary of Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp.
</TABLE>
- -------------------------------------------------------------------------------
Anthony T. Dean, Thomas E. Leafstrand and Timothy R. Schwertfeger serve as
members of the Executive Committee of the Board of Trustees. The Executive
Committee, which meets between regular meetings of the Board of Trustees, is
authorized to exercise all of the powers of the Board of Trustees.
Mr. Dean and Mr. Schwertfeger are also directors or trustees, as the case may
be, of 74 Nuveen open-end funds and closed-end funds advised by Nuveen Advi-
sory Corp.
The other trustees of the Trust are also trustees of 8 open-end and closed-end
funds advised by NIAC.
B-15
<PAGE>
The following table sets forth compensation estimated to be paid by the Trust
to each of the trustees who are not designated "interested persons" during the
Trust's fiscal year ending June 30, 1998. The Trust has no retirement or pen-
sion plans. The officers and trustees affiliated with Nuveen serve without any
compensation from the Trust.
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
FROM TRUST
AGGREGATE AND FUND
COMPENSATION COMPLEX
FROM THE PAID TO
NAME OF TRUSTEE TRUST TRUSTEES
- -----------------------------------------------
<S> <C> <C>
James E. Bacon $ $
William L. Kissick $ $
Thomas E. Leafstrand $ $
Sheila W. Wellington $ $
</TABLE>
Each trustee who is not affiliated with NIAC receives a $20,000 annual retainer
for serving as a director or trustee of all funds for which NIAC serves as in-
vestment adviser or manager and a $1,000 fee per day plus expenses for atten-
dance at all meetings held on a day on which a regularly scheduled Board meet-
ing is held, a $500 fee per day plus expenses for attendance in person or a
$500 fee per day plus expenses for attendance by telephone at a meeting held on
a day on which no regular Board meeting is held and a $100 fee per day plus ex-
penses for attendance in person or by telephone at a meeting of the Executive
Committee held solely to declare dividends. The annual retainer, fees and ex-
penses are allocated among the funds for which NIAC serves as investment ad-
viser or manager on the basis of relative net asset sizes. The Trust requires
no employees other than its officers, all of whom are compensated by NIAC.
As of , 1997 NIAC owned all the shares of each class of the Fund with
shares outstanding (Class A, Class B, Class C and Class R).
FUND MANAGER AND PORTFOLIO MANAGER
Fund Manager. NIAC acts as the manager of the Fund, with responsibility for the
overall management of the Fund. Its address is 333 West Wacker Drive, Chicago,
Illinois 60606. NIAC has entered into a Sub-Advisory Agreement with Rittenhouse
under which Rittenhouse, subject to NIAC's supervision, manages the Fund's in-
vestment portfolio. NIAC is also responsible for managing the Fund's business
affairs and providing day-to-day administrative services to the Fund.
NIAC is a wholly-owned subsidiary of Nuveen, which is also the principal under-
writer of the Fund's shares. Nuveen is sponsor of the Nuveen Tax-Free Unit
Trust, a registered unit investment trust, is also the principal underwriter
for the Nuveen Mutual Funds, and has 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's funds and trusts. Founded in 1898, Nuveen is a sub-
sidiary of The John Nuveen Company which, in turn, is approximately 77% 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.
B-16
<PAGE>
Sub-Adviser. Rittenhouse is an institutional investment management firm based
in Radnor, Pennsylvania with over 18 years of experience and approximately $9
billion in assets under management. Under the Sub-Advisory Agreement, Ritten-
house is compensated by NIAC for its investment advisory services to the Fund.
Rittenhouse provides continuous advice and recommendations concerning the
Fund's investments, and is responsible for selecting the broker-dealers who
execute the portfolio transactions. Rittenhouse also serves as investment ad-
viser to pension and profit-sharing plans, and other institutional and private
investors. As of June 30, 1997, Rittenhouse had approximately $9 billion under
management. Rittenhouse is a wholly-owned subsidiary of The John Nuveen Compa-
ny.
PORTFOLIO TRANSACTIONS
Rittenhouse is responsible for decisions to buy and sell securities for the
Fund and for the placement of the Fund's securities business, the negotiation
of the commissions to be paid on brokered transactions, the prices for princi-
pal trades in securities, and the allocation of portfolio brokerage and prin-
cipal business. It is the policy of Rittenhouse to seek the best execution at
the best security price available with respect to each transaction, and with
respect to brokered transactions, in light of the overall quality of brokerage
and research services provided to the respective adviser and its advisees. The
best price to the Fund means the best net price without regard to the mix be-
tween purchase or sale price and commission, if any. Purchases may be made
from underwriters, dealers, and, on occasion, the issuers. Commissions will be
paid on the Fund's futures and options transactions, if any. The purchase
price of portfolio securities purchased from an underwriter or dealer may in-
clude underwriting commissions and dealer spreads. The Fund may pay mark-ups
on principal transactions. In selecting broker-dealers and in negotiating com-
missions, Rittenhouse considers the firm's reliability, the quality of its ex-
ecution services on a continuing basis and its financial condition. Brokerage
will not be allocated based on the sale of the Fund's shares.
Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)") permits
an investment adviser, under certain circumstances, to cause an account to pay
a broker or dealer who supplies brokerage and research services a commission
for effecting a transaction in excess of the amount of commission another bro-
ker or dealer would have charged for effecting the transaction. Brokerage and
research services include (a) furnishing advice as to the value of securities,
the advisability of investing, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; (b) fur-
nishing analyses and reports concerning issuers, industries, securities, eco-
nomic factors and trends, portfolio strategy, and the performance of accounts;
and (c) effecting securities transactions and performing functions incidental
thereto (such as clearance, settlement, and custody).
In selecting brokers, Rittenhouse considers investment and market information
and other research, such as economic, securities and performance measurement
research, provided by such brokers, and the quality and reliability of broker-
age services, including execution capability, performance, and financial re-
sponsibility. Accordingly, the commissions charged by any such broker may be
greater than the amount another firm might charge if Rittenhouse determines in
good faith that the amount of such commissions is reasonable in relation to
the value of the research information and brokerage services provided by such
broker to Rittenhouse or the Fund. Rittenhouse believes that the research in-
formation received in this
B-17
<PAGE>
manner provides the Fund with benefits by supplementing the research otherwise
available to the Fund. The Management Agreement and the Sub-Advisory Agreement
provide that such higher commissions will not be paid by the Fund unless the
applicable adviser determines in good faith that the amount is reasonable in
relation to the services provided. The investment advisory fees paid by the
Fund to NIAC under the Management Agreement or the subadvisory fees paid by
NIAC to Rittenhouse under the Sub-Advisory Agreement are not reduced as a re-
sult of receipt by either NIAC or Rittenhouse of research services.
Rittenhouse places each place portfolio transactions for other advisory ac-
counts managed by it. Research services furnished by firms through which the
Fund effects its securities transactions may be used by Rittenhouse in servic-
ing all of its accounts; not all of such services may be used by Rittenhouse in
connection with the Fund. Rittenhouse believes it is not possible to measure
separately the benefits from research services to each of the accounts (includ-
ing the Fund) managed by it. Because the volume and nature of the trading ac-
tivities of the accounts are not uniform, the amount of commissions in excess
of those charged by another broker paid by each account for brokerage and re-
search services will vary. However, Rittenhouse believes such costs to the Fund
will not be disproportionate to the benefits received by the Fund on a continu-
ing basis. Rittenhouse seeks to allocate portfolio transactions equitably when-
ever concurrent decisions are made to purchase or sell securities by the Fund
and another advisory account. In some cases, this procedure could have an ad-
verse effect on the price or the amount of securities available to the Fund. In
making such allocations between the Fund and other advisory accounts, the main
factors considered by Rittenhouse are the respective investment objectives, the
relative size of portfolio holdings of the same or comparable securities, the
availability of cash for investment and the size of investment commitments gen-
erally held.
Under the Investment Company Act of 1940, the Fund may not purchase portfolio
securities from any underwriting syndicate of which Nuveen is a member except
under certain limited conditions set forth in Rule 10f-3. The Rule sets forth
requirements relating to, among other things, the terms of a security purchased
by the Fund, the amount of securities that may be purchased in any one issue
and the assets of the Fund that may be invested in a particular issue. In addi-
tion, purchases of securities made pursuant to the terms of the Rule must be
approved at least quarterly by the Board of Trustees, including a majority of
the trustees who are not interested persons of the Trust.
NET ASSET VALUE
As stated in the Prospectus, 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 (the "Exchange") is open for business. The Exchange is
not open for trading on New Year's Day, Washington's Birthday, Martin Luther
King's birthday, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value per share of a class of
shares of a Fund will be computed by dividing the value of the Fund's assets
attributable to the class, less the liabilities attributable to the class, by
the number of shares of the class outstanding.
B-18
<PAGE>
TAX MATTERS
The following discussion of federal income tax matters is based upon the advice
of Chapman and Cutler, counsel to the Trust.
As described in the Prospectus, the Fund intends to qualify under Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code") for tax treatment
as a regulated investment company. In order to qualify as a regulated invest-
ment company, the Fund must satisfy certain requirements relating to the source
of its income, diversification of its assets, and distributions of its income
to shareholders. First, the Fund must derive at least 90% of its annual gross
income (including tax-exempt interest) from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stock
or securities, foreign currencies or other income (including but not limited to
gains from options and futures) derived with respect to its business of invest-
ing in such stock or securities (the "90% gross income test"). Second, for its
initial year the Fund must derive less than 30% of its annual gross income from
the sale or other disposition of any of the following which was held for less
than three months: stock, securities and certain options, futures, or forward
contracts (the "short-short test"). The Taxpayer Relief Act of 1997 (the "1997
Act") has repealed the short-short test for taxable years beginning after the
date of its enactment. Third, the Fund must diversify its holdings so that, at
the close of each quarter of its taxable year, (i) at least 50% of the value of
its total assets is comprised of cash, cash items, United States Government se-
curities, securities of other regulated investment companies and other securi-
ties limited in respect of any one issuer to an amount not greater in value
than 5% of the value of the Fund's total assets and to not more than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of the Fund's total assets is invested in the securities of any one is-
suer (other than United States Government securities and securities of other
regulated investment companies) or two or more issuers controlled by a Fund and
engaged in the same, similar or related trades or businesses.
As a regulated investment company, the Fund will not be subject to federal in-
come tax in any taxable year for which it distributes at least 90% of its "in-
vestment company taxable income" (which includes dividends, taxable interest,
income from securities lending, net short-term capital gain in excess of long-
term capital loss, and any other taxable income other than "net capital gain"
(as defined below) and is reduced by deductible expenses). The Fund may retain
for investment its net capital gain (which consists of the excess of its net
long-term capital gain over its net short-term capital loss). However, if the
Fund retains any net capital gain or any investment company taxable income, it
will be subject to federal income tax at regular corporate rates on the amount
retained. If the Fund retains any net capital gain, the Fund may designate the
retained amount as undistributed capital gains in a notice to its shareholders
who, if subject to federal income tax on long-term capital gains, (i) will be
required to include in income for federal income tax purposes, as long-term
capital gain, their shares of such undistributed amount, and (ii) will be enti-
tled to credit their proportionate shares of the tax paid by the Fund against
their federal income tax liabilities if any, and to claim refunds to the extent
the credit exceeds such liabilities. For federal income tax purposes, the tax
basis of shares owned by a shareholder of the Fund will be increased by an
amount equal under current law to 65% of the amount of undistributed net capi-
tal gains included in the shareholder's gross income. The Fund intends to dis-
tribute at least annually to its shareholders all or substantially all of its
investment company taxable income and net capital gain.
B-19
<PAGE>
Treasury regulations permit a regulated investment company, in determining its
investment company taxable income and net capital gain, to elect (unless it has
made a taxable year election for excise tax purposes as discussed below) to
treat all or part of any net capital loss, any net long-term capital loss or
any net foreign currency loss incurred after October 31 as if they had been in-
curred in the succeeding year.
If the Fund engages in hedging transactions involving financial futures and op-
tions, these transactions will be subject to special tax rules, the effect of
which may be to accelerate income to the Fund, defer the Fund's losses, cause
adjustments in the holding periods of the Fund's securities, convert long-term
capital gains into short-term capital gains and convert short-term capital
losses into long-term capital losses. These rules could therefore affect the
amount, timing and character of distributions to shareholders.
Prior to purchasing shares in the Fund, a prospective shareholder should care-
fully consider the impact of dividends or distributions which are expected to
be or have been declared, but not paid. Any dividend or distribution declared
shortly after a purchase of such shares prior to the record date will have the
effect of reducing the per share net asset value by the per share amount of the
dividend or distribution and will be subject to federal income tax to the ex-
tent it is a distribution of ordinary income or capital gain.
Although dividends generally will be treated as distributed when paid, divi-
dends declared in October, November or December, payable to shareholders of
record on a specified date in one of those months and paid during the following
January, will be treated as having been distributed by the Fund (and received
by the shareholders) on December 31.
The redemption or exchange of the shares of the Fund normally will result in
capital gain or loss to the shareholders. Present law taxes all capital gains
of corporations at the rates applicable to ordinary income. For non-corporate
taxpayers, however, the 1997 Act generally provides that capital gains from
shares of the Fund held for more than 18 months will be taxed at a maximum rate
of 20% and capital gains from shares of the Fund held for more than one year
but not more than 18 months will be taxed at a maximum rate of 28%, while capi-
tal gains from shares of the Fund held for one year or less and other ordinary
income will be taxed at a maximum rate of 39.6%. Because of the limitations on
itemized deductions and the deduction for personal exemptions applicable to
higher income taxpayers, the effective tax rate may be higher in certain cir-
cumstances. The 1997 Act also provides for a maximum rate of 18% with respect
to capital gains for property the holding period of which begins, or is deemed
to begin, after December 31, 2000 and which is held for more than five years
prior to sale.
All or a portion of a sales load paid in purchasing shares of the Fund cannot
be taken into account for purposes of determining gain or loss on the redemp-
tion or exchange of such shares within 90 days after their purchase to the ex-
tent shares of the Fund or another fund are subsequently acquired without pay-
ment of a sales load or with the payment of a reduced sales load pursuant to
the reinvestment or exchange privilege. Any disregarded portion of such load
will result in an increase in the shareholder's tax basis in the shares subse-
quently acquired. In addition, no loss will be allowed on the redemption or ex-
change of shares of the Fund if the shareholder purchases other shares of the
Fund (whether through reinvestment of distributions or otherwise) or the share-
holder acquires or enters into a contract or option
B-20
<PAGE>
to acquire securities that are substantially identical to shares of the Fund
within a period of 61 days beginning 30 days before and ending 30 days after
such redemption or exchange. If disallowed, the loss will be reflected in an
adjustment to the basis of the shares acquired.
In order to avoid a 4% federal excise tax, the Fund must distribute or be
deemed to have distributed by December 31 of each calendar year at least 98% of
its taxable ordinary income for such year, at least 98% of the excess of its
realized capital gains over its realized capital losses (generally computed on
the basis of the one-year period ending on October 31 of such year) and 100% of
any taxable ordinary income and the excess of realized capital gains over real-
ized capital losses for the prior year that was not distributed during such
year and on which the Fund paid no federal income tax. For purposes of the ex-
cise tax, a regulated investment company may reduce its capital gain net income
(but not below its net capital gain) by the amount of any net ordinary loss for
the calendar year. The Fund intends to make timely distributions in compliance
with these requirements and consequently it is anticipated that they generally
will not be required to pay the excise tax.
If in any year the Fund should fail to qualify under Subchapter M for tax
treatment as a regulated investment company, the Fund would incur a regular
corporate federal income tax upon its income for that year, and distributions
to its shareholders would be taxable to shareholders as ordinary dividend in-
come for federal income tax purposes to the extent of the Fund's available
earnings and profits.
The Fund is required in certain circumstances to withhold 31% of taxable divi-
dends and certain other payments paid to non-corporate holders of shares who
have not furnished to the Fund their correct taxpayer identification number (in
the case of individuals, their social security number) and certain certifica-
tions, or who are otherwise subject to backup withholding.
Shareholders who are non-resident aliens are subject to U.S. withholding tax on
ordinary income dividends at a rate of 30% or such lower rate as prescribed by
an applicable tax treaty.
A corporate shareholder will generally be entitled to a 70% dividends received
deduction with respect to any portion of such shareholder's ordinary income
dividends which are attributable to dividends received by the Fund on certain
Equity Securities. This rule does not apply to certain corporate shareholders,
such as "S" corporations, which are not eligible for the deduction because of
their special characteristics and also does not apply for purposes of special
taxes such as the accumulated earnings tax and the personal holding corporation
tax. The Fund will designate the portion of any taxable dividend which is eli-
gible for this deduction. However, a corporate shareholder should be aware that
Sections 246 and 246A of the Code impose additional limitations on the eligi-
bility of dividends for the 70% dividends received deduction. These limitations
include a requirement that stock (and therefore Shares of the Fund) must gener-
ally be held at least 46 days (as determined under Section 246(c) of the Code)
during the 90-day period beginning on the date which is 45 days before the date
on which such stock becomes ex-dividend with respect to the dividend. Regula-
tions have been issued which address special rules that must be considered in
determining whether the 46 day holding requirement is met. Moreover, the allow-
able percentage of the deduction will generally be reduced from 70% if a corpo-
rate shareholder owns Shares of the Fund the financing of which is directly at-
tributable to indebtedness incurred by such corporation. To the extent divi-
dends received by the Fund are attributable to foreign corporations, a
B-21
<PAGE>
corporate shareholder will not be entitled to the dividends received deduction
with respect to its share of such foreign dividends since the dividends re-
ceived deduction is generally available only with respect to dividends paid by
domestic corporations. It should be noted that payments to the Fund of divi-
dends on Equity Securities that are attributable to foreign corporations may be
subject to foreign withholding taxes. Corporate shareholders should consult
with their tax advisers with respect to the limitations on, and possible modi-
fications to, the dividends received deduction.
The foregoing is a general and abbreviated summary of the provisions of the
Code and Treasury Regulations presently in effect as they directly govern the
federal income taxation of the Funds and their shareholders. For complete pro-
visions, reference should be made to the pertinent Code sections and Treasury
Regulations. The Code and Treasury Regulations are subject to change by legis-
lative or administrative action, and any such change may be retroactive with
respect to Fund transactions. Shareholders are advised to consult their own tax
advisers for more detailed information concerning the federal taxation of the
Funds and the income tax consequences to their shareholders and the provisions
of the 1997 Act.
PERFORMANCE INFORMATION
As explained in the Prospectus, the historical investment performance of the
Fund may be shown in the form of "average annual total return," and "cumulative
total return" each of which will be calculated separately for each class of
shares.
The average annual total return quotation is computed in accordance with a
standardized method prescribed by SEC rules. The average annual total return
for a specific period is found by taking a hypothetical, $1,000 investment
("initial investment") in Fund shares on the first day of the period, reducing
the amount to reflect the maximum sales charge, and computing the "redeemable
value" of that investment at the end of the period. The redeemable value is
then divided by the initial investment, and this quotient is taken to the Nth
root (N representing the number of years in the period) and 1 is subtracted
from the result, which is then expressed as a percentage. The calculation as-
sumes that all income and capital gains distributions have been reinvested in
Fund shares at net asset value on the reinvestment dates during the period.
Calculation of cumulative total return is not subject to a prescribed formula.
Cumulative total return for a specific period is calculated by first taking a
hypothetical initial investment in Fund shares on the first day of the period,
deducting (in some cases) the maximum sales charge, and computing the "redeem-
able value" of that investment at the end of the period. The cumulative total
return percentage is then determined by subtracting the initial investment from
the redeemable value and dividing the remainder by the initial investment and
expressing the result as a percentage. The calculation assumes that all income
and capital gains distributions by the Fund have been reinvested at net asset
value on the reinvestment dates during the period. Cumulative total return may
also be shown as the increased dollar value of the hypothetical investment over
the period. Cumulative total return calculations that do not include the effect
of the sales charge would be reduced if such charge were included.
B-22
<PAGE>
From time to time, the Fund may compare its risk-adjusted performance with
other investments that may provide different levels of risk and return. For ex-
ample, the Fund may compare its risk level, as measured by the variability of
its periodic returns, or its RISK-ADJUSTED TOTAL RETURN, with those of other
funds or groups of funds. Risk-adjusted total return would be calculated by ad-
justing each investment's total return to account for the risk level of the in-
vestment.
The risk level for a class of shares of the Fund, and any of the other invest-
ments used for comparison, would be evaluated by measuring the variability of
the investment's return, as indicated by the standard deviation of the invest-
ment's monthly returns over a specified measurement period (e.g., two years).
An investment with a higher standard deviation of monthly returns would indi-
cate that a fund had greater price variability, and therefore greater risk,
than an investment with a lower standard deviation.
THE RISK-ADJUSTED TOTAL RETURN for a class of shares of the Fund and for other
investments over a specified period would be evaluated by dividing (a) the re-
mainder of the investment's annualized two-year total return minus the
annualized total return of an investment in Treasury bill securities (essen-
tially a risk-free return) over that period, by (b) the standard deviation of
the investment's monthly returns for the period. This ratio is sometimes re-
ferred to as the "Sharpe measure" of return. An investment with a higher Sharpe
measure would be regarded as producing a higher return for the amount of risk
assumed during the measurement period than an investment with a lower Sharpe
measure.
Class A Shares of the Fund are sold at net asset value plus a current maximum
sales charge of 5.25% of the offering price. This current maximum sales charge
will typically be used for purposes of calculating performance figures. Returns
and net asset value of each class of shares of the Fund will fluctuate. Factors
affecting the performance of the Fund include general market conditions, oper-
ating expenses and investment management. Any additional fees charged by a se-
curities representative or other financial services firm would reduce returns
described in this section. Shares of the Fund are redeemable at net asset val-
ue, which may be more or less than original cost.
In reports or other communications to shareholders or in advertising and sales
literature, the Fund may also compare its performance with that of: (1) the
Consumer Price Index and (2) equity mutual funds or mutual fund indexes as re-
ported by Lipper Analytical Services, Inc. ("Lipper"), Morningstar, Inc.
("Morningstar"), Wiesenberger Investment Companies Service ("Wiesenberger") and
CDA Investment Technologies, Inc. ("CDA") or similar independent services which
monitor the performance of mutual funds, or other industry or financial publi-
cations such as Barron's, Changing Times, Forbes and Money Magazine. Perfor-
mance comparisons by these indexes, services or publications may rank mutual
funds over different periods of time by means of aggregate, average, year-by-
year, or other types of total return and performance figures. Any given perfor-
mance quotation or performance comparison should not be considered as represen-
tative of the performance of the Fund for any future period.
There are differences and similarities between the investments which the Fund
may purchase and the investments measured by the indexes and reporting services
which are described herein. The Consumer Price Index is generally considered to
be a measure of inflation. Lipper, Morningstar, Wiesenberger and CDA are widely
recognized mutual fund reporting services whose performance calculations are
based upon changes in net asset value with all dividends reinvested and which
do not include the effect of any sales charges.
B-23
<PAGE>
Rittenhouse's Performance Record
The Fund does not have any prior operating history. The table below presents
annual investment returns for the Rittenhouse Equity Composite between January
1, 1983 (inception) and June 30, 1997. The Equity Composite represents the com-
posite performance of the 328 managed accounts totalling approximately $1 bil-
lion for which Rittenhouse serves as investment adviser and that have the same
investment objectives and policies as the Fund.
<TABLE>
<CAPTION>
1ST
HALF ANNUAL TOTAL RETURNS FOR THE YEAR ENDING DECEMBER 31,
1997 1996 1995 1994 1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Rittenhouse Equity Com-
posite (Gross)......... 24.59% 19.37% 38.85% 2.58% 2.87% 5.66% 35.22% 1.64% 33.84%
Rittenhouse Equity Com-
posite (Net)........... 24.34% 18.76% 38.31% 2.13% 2.39% 4.62% 33.97% 0.63% 32.60%
S&P 500................. 20.60% 22.95% 37.53% 1.31% 10.06% 7.61% 30.40% -3.11% 31.63%
Lipper Growth Fund In-
dex.................... 15.40% 17.48% 32.65% -1.57% 11.98% 7.63% 36.33% -5.41% 27.47%
</TABLE>
<TABLE>
<CAPTION>
ANNUAL TOTAL RETURNS FOR THE YEAR ENDING DECEMBER 31,
1988 1987 1986 1985 1984 1983
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rittenhouse Equity Com-
posite (Gross)......... 18.90% 4.98% 23.43% 38.89% 13.40% 28.48%
Rittenhouse Equity Com-
posite (Net)........... 17.77% 3.73% 22.18% 37.64% 12.15% 27.23%
S&P 500................. 16.56% 5.25% 18.66% 31.73% 6.27% 22.56%
Lipper Growth Fund In-
dex.................... 14.13% 3.25% 15.59% 30.14% -3.60% 21.35%
</TABLE>
The gross performance results of the Rittenhouse Equity Composite reflect the
investment performance of the composite before deduction of any investment ad-
visory fees or other expenses. The net performance results of the Rittenhouse
Equity Composite reflect the deduction of the projected annual operating ex-
penses (after waiver or reimbursement) for Class A shares of the Fund, as sum-
marized in the Summary of Fund Expenses section of the Prospectus. The Standard
& Poor's 500 Composite Stock Price Index (the "S&P 500") is a widely-recog-
nized, unmanaged index of common stock prices. S&P 500 returns assume reinvest-
ment of all dividends paid by the stocks included in the index, but do not in-
clude brokerage commissions or other fees an investor would incur by investing
in the portfolio of stocks comprising the index. The current Lipper Growth Fund
Index reflects the average returns with dividends reinvested of the 30 largest
funds in the Lipper Growth Fund Objective. Of the 880 funds in the Lipper
Growth Fund Objective as of June 30, 1997, there were 759, 281 and 175 funds,
respectively, with 1-, 5- and 10-year performance records, and 115 funds with
records extending from composite inception on January 1, 1983 through June 30,
1997. The returns of the Lipper Growth Fund Index do not include the effect of
any sales charges that an investor will incur by purchasing the funds in the
Lipper Growth Fund Objective directly. There can be no assurance that the
Fund's future performance will be comparable to that shown above.
THE INFORMATION SHOWN REFLECTS THE PAST PERFORMANCE ACHIEVED BY RITTENHOUSE IN
MANAGING ITS SEPARATE ACCOUNTS, AND DOES NOT REFLECT PAST PERFORMANCE OF THE
FUND, WHICH HAS NO OPERATING HISTORY. PAST PERFORMANCE IS NOT PREDICTIVE OF FU-
TURE RESULTS.
B-24
<PAGE>
ADDITIONAL INFORMATION ON THE PURCHASE AND
REDEMPTION OF FUND SHARES
Set forth is an example of the method of computing the offering price of the
Class A shares of the Fund. The example assumes a purchase of Class A shares
of the Fund aggregating less than $50,000 subject to the schedule of sales
charges set forth in the Prospectus at a price based upon the net asset value
of the Class A shares.
<TABLE>
<S> <C>
Net Asset Value per Class A Share...................................... $20.000
Per Share Sales Charge--5.25% of public offering price (5.54% of net
asset value per share)................................................ $ 1.108
Per Share Offering Price to the Public................................. $21.108
</TABLE>
You may purchase Class B Shares without any up-front sales charge at a price
equal to their net asset value, but subject to a contingent deferred sales
charge ("CDSC") if you redeem shares within six years of purchase. The CDSC
will be waived (a) in the event of the total disability (as evidenced by a de-
termination by the federal Social Security Administration) of the shareholder
(including a registered joint owner) occurring after the purchase of the
shares being redeemed, (b) in the event of the death of the shareholder (in-
cluding a registered joint owner), (c) for redemptions made pursuant to a sys-
tematic withdrawal plan, (d) for redemptions made pursuant to an IRA system-
atic withdrawal based on the shareholder's life expectancy including, but not
limited to, substantially equal periodic payments described in Internal Reve-
nue Code Section 72(t)(2)(A)(iv) prior to age 59 and (e) for redemptions to
satisfy required minimum distributions after age 70 from an IRA account (with
the maximum amount subject to this waiver being based only upon the sharehold-
er's Nuveen IRA accounts). The CDSC will also be waived in connection with the
following redemptions of shares held by employer sponsored employee benefit
plans maintained on the subaccount recordkeeping system made available by the
Shareholder Service Agent: (a) redemptions to satisfy participant loan ad-
vances (note than loan repayments constitute new purchases for purposes of the
contingent deferred sales charge and the conversation privilege), (b) redemp-
tions in connection with retirement distributions (limited at any one time to
10% of the total value of plan assets invested in a Fund), (c) redemptions in
connection with distributions qualifying under the hardship provisions of the
Internal Revenue Code and (d) redemptions representing returns of excess con-
tributions to such plans. Class B Shares are also subject to an annual distri-
bution fee designed to compensate Authorized Dealers over time for the sale of
Fund shares. Class B Shares automatically convert to Class A Shares eight
years after purchase.
You may purchase Class C Shares without any up-front sales charge at a price
equal to their net asset value, but subject to an annual distribution fee de-
signed to compensate Authorized Dealers over time for the sale of Fund shares.
Class C Shares are subject to a contingent deferred sales charge for redemp-
tion within 12 months of purchase. The CDSC will be waived for redemption fol-
lowing the disability (as determined in writing by the Social Security Admin-
istration) or death of the shareholder. Class A Shares, Class B Shares and
Class C Shares are all subject to annual service fees, which are used to com-
pensate Authorized Dealers for providing you with ongoing financial advice and
other services.
Each class of shares of the Fund represents an interest in the same portfolio
of investments. Each class of shares is identical in all respects except that
each class bears its own class expenses, including distribution expenses, and
each class has exclusive voting rights with respect to any distribution or
service plan applicable to its shares. In addition, the Class B Shares are
subject to a conversion feature, as described
B-25
<PAGE>
below. As a result of the differences in the expenses borne by each class of
shares, net income per share, dividends per share and net asset value per share
will vary among the Fund's classes of shares.
The expenses to be borne by specific classes of shares may include (i) transfer
agency fees attributable to a specific class of shares, (ii) printing and post-
age expenses related to preparing and distributing materials such as share-
holder reports, prospectuses and proxy statements to current shareholders of a
specific class of shares, (iii) Securities and Exchange Commission ("SEC") and
state securities registration fees incurred by a specific class of shares, (iv)
the expense of administrative personnel and services required to support the
shareholders of a specific class of shares, (vi) litigation or other legal ex-
penses relating to a specific class of shares, (vi) directors' fees or expenses
incurred as a result of issues relating to a specific class of shares, (vii)
accounting expenses relating to a specific class of shares and (viii) any addi-
tional incremental expenses subsequently identified and determined to be prop-
erly allocated to one or more classes of shares.
The Fund has special purchase programs under which certain persons may purchase
Class A Shares at reduced sales charges. One such program is available to mem-
bers of a "qualified group."
An individual who is a member of a "qualified group" may purchase Class A
Shares of the Fund (or any other Nuveen Fund with respect to which a sales
charge is imposed), at the reduced sales charge applicable to the group taken
as a whole. A "qualified group" is one which (i) has been in existence for more
than six months; (ii) has a purpose other than investment; (iii) has five or
more participating members; (iv) has agreed to include sales literature and
other materials related to the Fund in publications and mailings to members;
(v) has agreed to have its group administrator submit a single bulk order and
make payment with a single remittance for all investments in the Fund during
each investment period by all participants who choose to invest in the Fund;
and (vi) has agreed to provide the Fund's transfer agent with appropriate
backup data for each participant of the group in a format fully compatible with
the transfer agent's processing system.
The "amount" of a share purchase by a participant in a group purchase program
for purposes of determining the applicable sales charge is (i) the aggregate
value of all shares of the Fund (and all other Nuveen Funds with respect to
which a sales charge is imposed) currently held by participants of the group,
plus (ii) the amount of shares currently being purchased.
Special Sales Charge Waivers. Class A Shares of the Fund may be purchased at
net asset value without a sales charge, and Class R Shares may be purchased, by
the following categories of investors:
. officers, trustees and past trustees of the Trust or any Nuveen-sponsored
registered investment company;
. bona fide, full-time and retired employees of Nuveen or Rittenhouse, any
parent company of Nuveen, and subsidiaries thereof, or their immediate fam-
ily members (as defined below);
. 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;
B-26
<PAGE>
. officers and directors of bank holding companies that make Fund shares
available directly or through subsidiaries or bank affiliates;
. bank or broker-affiliated trust departments investing funds over which they
exercise exclusive discretionary investment authority and that are held in a
fiduciary, agency, advisory, custodial or similar capacity;
. investors purchasing through a mutual fund purchase program sponsored by a
broker-dealer that offers a selected group of mutual funds either without a
transaction fee or with an asset-based fee or a fixed fee that does not vary
with the amount of the purchase. In order to qualify, such purchase program
must offer a full range of mutual fund related services and shareholder ac-
count servicing capabilities, including establishment and maintenance of
shareholder accounts, addressing investor inquiries regarding account activ-
ity and investment performances, processing of trading and dividend activity
and generation of monthly account statements and year-end tax reporting; and
. registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees to their custom-
ers for financial planning, investment advisory or asset management servic-
es, or provide such services in connection with the establishment of an in-
vestment account for which a comprehensive "wrap fee" charge is imposed.
Holders of Class C Shares acquired on or before January 31, 1997 can convert
those shares to Class A Shares of the same fund at the shareholder's affirma-
tive request six years after the date of purchase.
Holders of Class C Shares must submit their request to the transfer agent no
later than the last business day of the 71st month following the month in which
they purchased their shares. Holders of Class C Shares purchased after that
date will not have the option to convert those shares to Class A Shares.
Any Class A Shares purchased pursuant to a special sales charge waiver must be
acquired for investment purposes and on the condition that they will not be
transferred or resold except through redemption by the Funds. You or your fi-
nancial adviser must notify Nuveen or the Fund's transfer agent whenever you
make a purchase of Class A Shares of any Fund that you wish to be covered under
these special sales charge waivers.
In determining the amount of your purchases of Class A Shares of any Fund that
may qualify for a reduced sales charge, the following purchases may be com-
bined: (1) all purchases by a trustee or other fiduciary for a single trust,
estate or fiduciary account; (2) all purchases by individuals and their immedi-
ate family members (i.e., their spouses, parents, children, grandparents,
grandchildren, parents-in-law, sons- and daughters-in-law, siblings, a sib-
ling's spouse, and a spouse's siblings); 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.
B-27
<PAGE>
Class R Share Purchase Eligibility. Class R Shares are available for purchases
of $1 million or more and for purchases using dividends and capital gains dis-
tributions on Class R Shares. Class R Shares also are available for the catego-
ries of investors described above under "Special Sales Charge Waivers." In ad-
dition, purchasers of Nuveen unit investment trusts may reinvest their distri-
butions from such unit investment trusts, if, before September 6, 1994, such
purchasers had elected to reinvest distributions in Nuveen Fund shares (before
June 13, 1995 for Nuveen Municipal Bond Fund shares). Such purchasers of Nuveen
unit investment trusts who elected to reinvest distributions also may exchange
their Class R Shares of any Nuveen Fund into Class R Shares of any other Nuveen
Fund.
To help advisers and investors better understand and most efficiently use the
Fund to reach their investment goals, the Fund may advertise and create spe-
cific investment programs and systems. For example, this may include informa-
tion on how to use the Fund to accumulate assets for future education needs or
periodic payments such as insurance premiums. The Fund may produce software,
multi-media, electronic information sites or additional sales literature to
promote the advantages of using the Fund to meet these and other specific in-
vestor needs.
Exchanges of shares of the Fund for shares of a Nuveen money market fund may be
made on days when both funds calculate a net asset value and make shares avail-
able for public purchase. Shares of the Nuveen money market funds may be pur-
chased on days on which the Federal Reserve Bank of Boston is normally open for
business. In addition to the holidays observed by the Fund, the Nuveen money
market funds observe and will not make fund shares available for purchase on
the following holidays: Columbus Day and Veterans Day.
For more information on the procedure for purchasing shares of the Fund and on
the special purchase programs available thereunder, see "How to Buy Fund
Shares" in the Prospectus.
B-28
<PAGE>
Nuveen serves as the principal underwriter of the shares of the Fund pursuant
to a "best efforts" arrangement as provided by a distribution agreement with
the Trust ("Distribution Agreement"). Pursuant to the Distribution Agreement,
the Trust appointed Nuveen to be its agent for the distribution of the Fund's
shares on a continuous offering basis. Nuveen sells shares to or through bro-
kers, dealers, banks or other qualified financial intermediaries (collectively
referred to as "Dealers"), or others, in a manner consistent with the then ef-
fective registration statement of the Trust. Pursuant to the Distribution
Agreement, Nuveen, at its own expense, finances certain activities incident to
the sale and distribution of the Fund's shares, including printing and distrib-
uting of prospectuses and statements of additional information to other than
existing shareholders, the printing and distributing of sales literature, ad-
vertising and payment of compensation and giving of concessions to dealers.
Nuveen receives for its services the excess, if any, of the sales price of the
Fund's shares less the net asset value of those shares, and reallows a majority
or all of such amounts to the Dealers who sold the shares; Nuveen may act as
such a Dealer. Nuveen also receives compensation pursuant to a distribution
plan adopted by the Trust pursuant to Rule 12b-1 and described herein under
"Distribution and Service Plans." Nuveen receives any CDSCs imposed on redemp-
tions of Shares, but any amounts as to which a reinstatement privilege is not
exercised are set off against and reduce amounts otherwise payable to Nuveen
pursuant to the distribution plan.
DISTRIBUTION AND SERVICE PLANS
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 Shares and Class C
Shares are subject to an annual distribution fee, and that Class A Shares,
Class B Shares and Class C Shares are all subject to an annual service fee.
Class R Shares are not subject to either distribution or service fees.
The distribution fee applicable to Class B Shares and Class C Shares under the
Fund's Plan will be payable to reimburse Nuveen for services and expenses in-
curred in connection with the distribution of such Shares. These expenses in-
clude payments to Authorized Dealers, including Nuveen, who are brokers of rec-
ord with respect to the Shares, as well as, 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 distribution-related expenses that may be authorized from time
to time by the Board of Trustees.
The service fee applicable to Class A Shares, Class B Shares and Class C Shares
under the Plan is payable to Authorized Dealers in connection with the provi-
sion of ongoing account services to shareholders. These services may include
establishing and maintaining shareholder accounts, answering shareholder inqui-
ries and providing other personal services 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 as applicable to Class A Shares.
The Fund may spend up to .75 of 1% per year of the average daily net assets of
each of the Class B Shares and Class C Shares as a distribution fee and up to
.25 of 1% per year of the average daily net assets of each of the Class B
Shares and Class C Shares as a service fee under the Plan as applicable to such
classes.
B-29
<PAGE>
Under the Plan, the Fund will report quarterly to the Board of Trustees for its
review all amounts expended per class of shares under the Plan. The Plan may be
terminated at any time with respect to any class of shares, without the payment
of any penalty, by a vote of a majority of the Trustees who are not "interested
persons" and who have no direct or indirect financial interest in the Plan or
by vote of a majority of the outstanding voting securities of such class. The
Plan may be renewed from year to year if approved by a vote of the Board of
Trustees and a vote of the non-interested Trustees who have no direct or indi-
rect financial interest in the Plan cast in person at a meeting called for the
purpose of voting on the Plan. The Plan may be continued only if the trustees
who vote to approve such continuance conclude, in the exercise of reasonable
business judgment and in light of their fiduciary duties under applicable law,
that there is a reasonable likelihood that the Plan will benefit the Fund and
its shareholders. The Plan may not be amended to increase materially the cost
which a class of shares may bear under the Plan without the approval of the
shareholders of the affected class, and any other material amendments of the
Plan must be approved by the non-interested trustees by a vote cast in person
at a meeting called for the purpose of considering such amendments. During the
continuance of the Plan, the selection and nomination of the non-interested
trustees of the Trust will be committed to the discretion of the non-interested
trustees then in office.
INDEPENDENT PUBLIC ACCOUNTANTS AND CUSTODIAN
Arthur Andersen, independent public accountants, 33 West Monroe Street, Chica-
go, Illinois 60603, have been selected as auditors for the Trust. In addition
to audit services, Arthur Andersen will provide consultation and assistance on
accounting, internal control, tax and related matters.
The custodian of the assets of the Fund is The Chase Manhattan Bank, 770 Broad-
way, New York, New York 10003. The custodian performs custodial, fund account-
ing and portfolio accounting services.
FINANCIAL STATEMENTS
[To be filed by pre-effective amendment.]
B-30
<PAGE>
APPENDIX A--RATINGS OF INVESTMENTS
STANDARD & POOR'S RATINGS GROUP--A brief description of the applicable Standard
& Poor's Ratings Group ("S&P") rating symbols and their meanings (as published
by S&P) follows:
LONG TERM DEBT
An S&P corporate or municipal debt rating is a current assessment of the cred-
itworthiness of an obligor with respect to a specific obligation. This assess-
ment may take into consideration obligors such as guarantors, insurers, or
lessees.
The debt rating is not a recommendation to purchase, sell, or hold a security,
inasmuch as it does not comment as to market price or suitability for a partic-
ular investor.
The ratings are based on current information furnished by the issuer or ob-
tained by S&P from other sources it considers reliable. S&P does not perform an
audit in connection with any rating and may, on occasion, rely on unaudited fi-
nancial information. The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information, or based on other
circumstances.
The ratings are based, in varying degrees, on the following considerations:
1. Likelihood of default--capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with
the terms of the obligation;
2. Nature of and provisions of the obligation;
3. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the laws
of bankruptcy and other laws affecting creditors' rights.
INVESTMENT GRADE
AAA Debt rated "AAA' has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA Debt rated "AA' has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small de-
gree.
A Debt rated "A' has a strong capacity to pay interest and repay princi-
pal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher
rated categories.
BBB
Debt rated "BBB' is regarded as having an adequate capacity to pay in-
terest and repay principal. Whereas it normally exhibits adequate pro-
tection parameters, adverse economic conditions or changing circum-
stances are more likely to lead to a weakened capacity to pay interest
and repay principal for debt in this category than in higher rated
categories.
<PAGE>
SPECULATIVE GRADE RATING
Debt rated "BB', "B', "CCC', "CC' and "C' is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. "BB' indicates the least degree of speculation and "C' the highest.
While such debt will likely have some quality and protective characteristics
these are outweighed by major uncertainties or major exposures to adverse con-
ditions.
BB Debt rated "BB' has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to inadequate capacity to meet timely interest and princi-
pal payments. The "BB' rating category is also used for debt subordi-
nated to senior debt that is assigned an actual or implied "BBB-' rat-
ing.
B Debt rated "B' has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal.
The "B' rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied "BB' or "BB-' rating.
CCC Debt rated "CCC' has a currently identifiable vulnerability to de-
fault, and is dependent upon favorable business, financial, and eco-
nomic conditions to meet timely payment of interest and repayment of
principal. In the event of adverse business, financial, or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal.
The "CCC' rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied "B' or "B-' rating.
CC The rating "CC' typically is applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC' debt rating.
C The rating "C' typically is applied to debt subordinated to senior
debt which is assigned an actual or implied "CCC-' debt rating. The
"C' rating may be used to cover a situation where a bankruptcy peti-
tion has been filed, but debt service payments are continued.
CI The rating "CI' is reserved for income bonds on which no interest is
being paid.
D Debt rated "D' is in payment default. The "D' rating category is used
when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The
"D' rating also will be used upon the filing of a bankruptcy petition
if debt service payments are jeopardized.
PLUS (+) OR MINUS (-): The ratings from "AA' to "CCC' may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
PROVISIONAL RATINGS: The letter "p" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the project financed by
the debt being rated and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful and timely completion of the
project. This rating, however, while addressing credit quality subsequent to
comple-
A-2
<PAGE>
tion of the project, makes no comment on the likelihood of, or the risk of de-
fault upon failure of, such completion. The investor should exercise judgment
with respect to such likelihood and risk.
L The letter "L' indicates that the rating pertains to the principal
amount of those bonds to the extent that the underlying deposit col-
lateral is federally insured by the Federal Savings & Loan Insurance
Corp. or the Federal Deposit Insurance Corp.* and interest is ade-
quately collateralized. In the case of certificates of deposit the
letter "L' indicates that the deposit, combined with other deposits
being held in the same right and capacity will be honored for princi-
pal and accrued pre-default interest up to the federal insurance lim-
its within 30 days after closing of the insured institution or, in the
event that the deposit is assumed by a successor insured institution,
upon maturity.
NR Indicates no rating has been requested, that there is insufficient in-
formation on which to base a rating, or that S&P does not rate a par-
ticular type of obligation as a matter of policy.
*Continuance of the rating is contingent upon S&P's receipt of an executed copy
of the escrow agreement or closing documentation confirming investments and
cash flow.
COMMERCIAL PAPER
An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into several categories, ranging from "A-1" for the highest
quality obligations to "D" for the lowest. These categories are as follows:
A-1 This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus sign (+) designation.
A-2 Capacity for timely payment on issues with this designation is satis-
factory. However, the relative degree of safety is not as high as for
issues designated "A-1."
A-3 Issues carrying this designation have adequate capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the
higher designations.
B Issues rated "B" are regarded as having only speculative capacity for
timely payment.
C This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
D Debt rated "D" is in payment default. The "D" rating category is used
when interest payments or principal payments are not made on the date
due, even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period.
A-3
<PAGE>
A commercial rating is not a recommendation to purchase, sell, or hold a secu-
rity inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained by S&P from other sources it considers reliable.
S&P does not perform an audit in connection with any rating and may, on occa-
sion, rely on unaudited financial information. The ratings may be changed, sus-
pended, or withdrawn as a result of changes in or unavailability of such infor-
mation or based on other circumstances.
VALUE LINE--FINANCIAL STRENGTH RATING (A++, A+, A, B++, B+, B, C++, C+, C)--The
financial strength of each of the more than 1,600 companies in the VS II data
base is rated relative to all the others. The ratings range from A++ to C in
nine steps. (For screening purposes, think of an A rating as "greater than" a
B). Companies that have the best relative financial strength are given an A++
rating, indicating an ability to weather hard times better than the vast major-
ity of other companies. Those who don't quite merit the top rating are given an
A+ grade, and so on. A rating as low as C++ is considered satisfactory. A rat-
ing of C+ is well below average, and C is reserved for companies with very se-
rious financial problems. The ratings are based upon a computer analysis of a
number of key variables that determine (a) financial leverage, (b) business
risk, and (c) company size, plus the judgment of Value Line's analysts and se-
nior editors regarding factors that cannot be quantified across-the-board for
all companies. The primary variables that are indexed and studied include eq-
uity coverage of debt, equity coverage of intangibles, "quick ratio", account-
ing methods, variability of return, fixed charge coverage, stock price stabili-
ty, and company size.
MOODY'S INVESTORS SERVICE, INC.--A brief description of the applicable Moody's
Investors Service, Inc. ("Moody's") rating symbols and their meanings (as pub-
lished by Moody's) follows:
LONG TERM DEBT
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally re-
ferred to as "gilt edge." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all stan-
dards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks ap-
pear somewhat larger than in Aaa securities.
A Bonds which are rated A possess may favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
A-4
<PAGE>
Baa Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristi-
cally unrealiable over any great length of time. Such bonds lack out-
standing investment characteristics and in fact have speculative char-
acteristics as well.
Ba Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protec-
tion of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the desir-
able investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of
time may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
Ca Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other
marked shortcomings.
C Bonds which are rated C are the lowest rated class of bonds, and is-
sues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
Con( . . . )
Bonds for which the security depends upon the completion of some act
or the fulfillment of some condition are rated conditionally. These
are bonds secured by (a) earnings of projects under construction, (b)
earnings of projects unseasoned in operation experience, (c) rentals
which begin when facilities are completed, or (d) payments to which
some other limiting condition attaches. Parenthetical rating denotes
probable credit stature upon completion of construction or elimination
of basis of condition.
NOTE:Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the sym-
bols Aa1, A1, Baa1, Ba1, and B1.
COMMERCIAL PAPER
Issuers rated PRIME-1 (or related supporting institutions) have a superior ca-
pacity for repayment of senior short-term promissory obligations. Prime-1 re-
payment capacity will often be evidenced by many of the following characteris-
tics:
--Leading market positions in well-established industries.
--High rates of return on funds employed.
--Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
--Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
--Well-established access to a range of financial markets and assured
sources of alternate liquidity.
A-5
<PAGE>
Issuers rated PRIME-2 (or related supporting institutions) have a strong capac-
ity for repayment of senior short-term promissory obligations. This will nor-
mally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, may be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.
Issuers rated PRIME-3 (or related supporting institutions) have an acceptable
capacity for repayment of senior short-term promissory obligations. The effect
of industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial lever-
age. Adequate alternate liquidity is maintained.
Issuers rated NOT PRIME do not fall within any of the Prime rating categories.
DUFF & PHELPS, INC.--A brief description of the applicable Duff & Phelps, Inc.
("D&P") ratings symbols and their meanings (as published by D&P) follows:
LONG TERM DEBT
These ratings represent a summary opinion of the issuer's long-term fundamental
quality. Rating determination is based on qualitative and quantitative factors
which may vary according to the basic economic and financial characteristics of
each industry and each issuer. Important considerations are vulnerability to
economic cycles as well as risks related to such factors as competition, gov-
ernment action, regulation, technological obsolescence, demand shifts, cost
structure, and management depth and expertise. The projected viability of the
obligor at the trough of the cycle is a critical determination.
Each rating also takes into account the legal form of the security, (e.g.,
first mortgage bonds, subordinated debt, preferred stock, etc.). The extent of
rating dispersion among the various classes of securities is determined by sev-
eral factors including relative weightings of the different security classes in
the capital structure, the overall credit strength of the issuer, and the na-
ture of covenant protection.
The Credit Rating Committee formally reviews all ratings once per quarter (more
frequently, if nec- essary). Ratings of "BBB-' and higher fall within the defi-
nition of investment grade securities, as defined by bank and insurance super-
visory authorities. Structured finance issues, including real estate, asset-
backed and mortgage-backed financings, use this same rating scale. Duff &
Phelps Credit Rating claims paying ability ratings of insurance companies use
the same scale with minor modification in the definitions. Thus, an investor
can compare the credit quality of investment alternatives across industries and
structural types. A "Cash Flow Rating" (as noted for specific ratings) ad-
dresses the likelihood that aggregate principal and interest will equal or ex-
ceed the rated amount under appropriate stress conditions.
A-6
<PAGE>
RATING SCALEDEFINITION
- --------------------------------------------------------------------------------
AAA Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.
- --------------------------------------------------------------------------------
AA+ High credit quality. Protection factors are strong. Risk is mod-
AA est, but may vary slightly from time to time because of economic
AA- conditions.
- --------------------------------------------------------------------------------
A+ Protection factors are average but adequate. However, risk factors
A are more variable and greater in periods of economic stress.
A-
- --------------------------------------------------------------------------------
BBB+ Below average protection factors but still considered sufficient
BBB for prudent investment. Considerable variability in risk during
BBB- economic cycles.
- --------------------------------------------------------------------------------
BB+ Below investment grade but deemed likely to meet obligations when
BB due. Present or prospective financial protection factors fluctuate
BB- according to industry conditions or company fortunes. Overall
quality may move up or down frequently within this category.
- --------------------------------------------------------------------------------
B+ Below investment grade and possessing risk that obligations will
B not be met when due. Financial protection factors will fluctuate
B- widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the
rating within this category or into a higher or lower rating
grade.
- --------------------------------------------------------------------------------
CCC Well below investment grade securities. Considerable uncertainty
exists as to timely payment of principal, interest or preferred
dividends. Protection factors are narrow and risk can be substan-
tial with unfavorable economic/industry conditions, and/or with
unfavorable company developments.
- --------------------------------------------------------------------------------
DD Defaulted debt obligations. Issuer failed to meet scheduled prin-
cipal and/or interest payments.
DP Preferred stock with dividend arrearages.
- --------------------------------------------------------------------------------
SHORT-TERM DEBT RATINGS
Duff & Phelps' short-term ratings are consistent with the rating criteria used
by money market participants. The ratings apply to all obligations with maturi-
ties of under one year, including commercial paper, the uninsured portion of
certificates of deposit, unsecured bank loans, master notes, bankers accept-
ances, irrevocable letters of credit, and current maturities of long-term debt.
Asset-backed commercial paper is also rated according to this scale.
A-7
<PAGE>
Emphasis is placed on liquidity which is defined as not only cash from opera-
tions, but also access to alternative sources of funds including trade credit,
bank lines, and the capital markets. An important consideration is the level of
an obligor's reliance on short-term funds on an ongoing basis.
The distinguishing feature of Duff & Phelps Credit Ratings' short-term ratings
is the refinement of the traditional "1' category. The majority of short-term
debt issuers carry the highest rating, yet quality differences exist within
that tier. As a consequence, Duff & Phelps Credit Rating has incorporated gra-
dations of "1+' (one plus) and "1-' (one minus) to assist investors in recog-
nizing those differences.
These ratings are recognized by the SEC for broker-dealer requirements, specif-
ically capital computation guidelines. These ratings meet Department of Labor
ERISA guidelines governing pension and profit sharing investments. State regu-
lators also recognize the ratings of Duff & Phelps Credit Rating for insurance
company investment portfolios.
RATING SCALE:
DEFINITION
HIGH GRADE
D-1+ Highest certainty of timely payment. Short-term liquidity, includ-
ing internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below risk-
free U.S. Treasury short-term obligations.
D-1 Very high certainty of timely payment. Liquidity factors are ex-
cellent and supported by good fundamental protection factors. Risk
factors are minor.
D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are
very small.
GOOD GRADE
D-2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good.
Risk factors are small.
SATISFACTORY GRADE
D-3 Satisfactory liquidity and other protection factors qualify issue
as to investment grade. Risk factors are larger and subject to
more variation. Nevertheless, timely payment is expected.
NON-INVESTMENT GRADE
D-4 Speculative investment characteristics. Liquidity is not suffi-
cient to insured against disruption in debt service. Operating
factors and market access may be subject to a high degree of vari-
ation.
DEFAULT
D-5
Issuer failed to meet scheduled principal and/or interest pay-
ments.
FITCH INVESTORS SERVICE, INC.--A brief description of the applicable Fitch In-
vestors Service, Inc. ("Fitch") ratings symbols and meanings (as published by
Fitch) follows:
A-8
<PAGE>
LONG TERM DEBT
Fitch investment grade bond ratings provide a guide to investors in determining
the credit risk associated with a particular security. The ratings represent
Fitch's assessment of the issuer's ability to meet the obligations of a spe-
cific debt issue or class of debt in a timely manner.
The rating takes into consideration special features of the issue, its rela-
tionship to other obligations of the issuer, the current and prospective finan-
cial condition and operating performance of the issuer and any guarantor, as
well as the economic and political environment that might affect the issuer's
future financial strength and credit quality.
Fitch ratings do not reflect any credit enhancement that may be provided by in-
surance policies or financial guaranties unless otherwise indicated.
Bonds that have the same rating are of similar but not necessarily identical
credit quality since the rating categories do not fully reflect small differ-
ences in the degrees of credit risk.
Fitch ratings are not recommendations to buy, sell, or hold any security. Rat-
ings do not comment on the adequacy of market price, the suitability of any se-
curity for a particular investor, or the tax-exempt nature or taxability of
payments made in respect of any security.
Fitch ratings are based on information obtained from issuers, other obligors,
underwriters, their experts, and other sources Fitch believes to be reliable.
Fitch does not audit or verify the truth or accuracy of such information. Rat-
ings may be changed, suspended, or withdrawn as a result of changes in, or the
unavailability of, information or for other reasons.
AAA Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay inter-
est and repay principal, which is unlikely to be affected by reasona-
bly foreseeable events.
AA Bonds considered to be investment grade and of very high credit quali-
ty. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA'. Because
bonds rated in the "AAA' and "AA' categories are not significantly
vulnerable to foreseeable future developments, short-term debt of the
issuers is generally rated "F-1+'.
A Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is consid-
ered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
BBB
Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on
these bonds and, therefore, impair timely payment. The likelihood that
the ratings of these bonds will fall below investment grade is higher
than for bonds with higher ratings.
A-9
<PAGE>
Fitch speculative grade bond ratings provide a guide to investors in determin-
ing the credit risk associated with a particular security. The ratings ("BB' to
"C') represent Fitch's assessment of the likelihood of timely payment of prin-
cipal and interest in accordance with the terms of obligation for bond issues
not in default. For defaulted bonds, the rating ("DDD' to "D') is an assessment
of the ultimate recovery value through reorganization or liquidation.
The rating takes into consideration special features of the issue, its rela-
tionship to other obligations of the issuer, the current and prospective finan-
cial condition and operating performance of the issuer and any guarantor, as
well as the economic and political environment that might affect the issuer's
future financial strength.
Bonds that have the same rating are of similar but not necessarily identical
credit quality since the rating categories cannot fully reflect the differences
in the degrees of credit risk.
BB Bonds are considered speculative. The obligor's ability to pay inter-
est and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identi-
fied which could assist the obligor in satisfying its debt service re-
quirements.
B Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of con-
tinued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and eco-
nomic activity throughout the life of the issue.
CCC Bonds have certain identifiable characteristics which, if not reme-
died, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.
CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C Bonds are in imminent default in payment of interest or principal.
DDD, Bonds are in default on interest and/or principal payments. Such bonds
DD are extremely speculative and should be valued on the basis of their
AND Dultimate recovery value in liquidation or reorganization of the obli-
gor. "DDD' represents the highest potential for recovery of these
bonds, and "D' represents the lowest potential for recovery.
SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commer-
cial paper, certificates of deposit, medium-term notes, and municipal and in-
vestment notes.
The short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.
A-10
<PAGE>
F-1+ EXCEPTIONALLY STRONG CREDIT QUALITY Issues assigned this rating are
regarded as having the strongest degree of assurance for timely pay-
ment.
F-1 VERY STRONG CREDIT QUALITY Issues assigned this rating reflect an as-
surance of timely payment only slightly less in degree than issues
rated "F-1+'.
F-2 GOOD CREDIT QUALITY Issues assigned this rating have a satisfactory
degree of assurance for timely payment but the margin of safety is not
as great as for issues assigned "F-1+' and "F-1' ratings.
F-3 FAIR CREDIT QUALITY Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is ade-
quate; however, near-term adverse changes could cause these securities
to be rated below investment grade.
F-S WEAK CREDIT QUALITY Issues assigned this rating have characteristics
suggesting a minimal degree of assurance for timely payment and are
vulnerable to near-term adverse changes in financial and economic con-
ditions.
D DEFAULT Issues assigned this rating are in actual or imminent payment
default.
LOC The symbol LOC indicates that the rating is based on a letter of
credit issued by a commercial bank.
A-11
<PAGE>
PART C--OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements:
Included in the Prospectus:
Not Applicable
Included in the Statement of Additional Information:
[To be filed by pre-effective amendment.]
(b) Exhibits
<TABLE>
<C> <S> <C>
1(a). Declaration of Trust of Registrant.
1(b). Certificate for the Establishment and Designation of
Series dated June 27, 1997.
1(c). Certificate for the Establishment and Designation of
Classes dated June 27, 1997.
1(d). Amended and Restated Establishment and Designation of
Series dated August 13, 1997.
2. By-Laws of Registrant.
3. Not applicable.
4. Specimen certificate of Shares of Nuveen Rittenhouse
Growth Fund.*
5(a). Management Agreement between Registrant and Nuveen
Institutional Advisory Corp.*
5(b). Sub-Advisory Agreement between Nuveen Institutional
Advisory Corp. and Rittenhouse.*
6. Distribution Agreement between Registrant and John Nuveen
& Co. Incorporated.*
7. Not applicable.
8. Custodian Agreement between Registrant and The Chase
Manhattan Bank.*
9. Not applicable.
10(a). Opinion and consent of Bingham, Dana & Gould, dated
, 1997.*
10(b). Opinion and consent of Bell, Boyd & Lloyd, dated ,
1997.*
11. Consent of Independent Public Accountants.*
12. Not applicable.
13. Subscription Agreement with Nuveen Institutional Advisory
Corp.*
14. Not applicable.
</TABLE>
C-1
<PAGE>
<TABLE>
<C> <S> <C>
15. Plan of Distribution and Service Pursuant to Rule 12b-1
for the Class A Shares, Class B Shares and Class C Shares
of Nuveen Rittenhouse Growth Fund.*
16. Not applicable.
17. Financial Data Schedule.*
18. Multi-Class Plan.*
99(a). Original Powers of Attorney for Messrs. Schwertfeger,
Dean, Bacon, Leafstrand and Kissick and Ms. Wellington,
Trustees, authorizing, among others, Gifford R. Zimmerman
to execute the Registration Statement.
</TABLE>
- --------
* To be filed by pre-effective amendment.
ITEM 25: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26: NUMBER OF HOLDERS OF SECURITIES
At August 4, 1997:
<TABLE>
<CAPTION>
NUMBER OF
TITLE OF SERIES RECORD HOLDERS
--------------- --------------
<S> <C>
Nuveen Rittenhouse Growth Fund............................. 0
</TABLE>
ITEM 27: INDEMNIFICATION
Section 4 of Article XII of Registrant's Declaration of Trust provides as fol-
lows:
Subject to the exceptions and limitations contained in this Section 4, every
person who is, or has been, a Trustee, officer, employee or agent of the Trust,
including persons who serve at the request of the Trust as directors, trustees,
officers, employees or agents of another organization in which the Trust has an
interest as a shareholder, creditor or otherwise (hereinafter referred to as a
"Covered Person"), shall be indemnified by the Trust to the fullest extent per-
mitted by law against liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his being or having
been such a Trustee, director, officer, employee or agent and against amounts
paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a
final adjudication by the court or other body before which the proceeding
was brought that he engaged in willful misfeasance, bad faith, gross negli-
gence or reckless disregard of the duties involved in the conduct of his
office;
C-2
<PAGE>
(b) with respect to any matter as to which he shall have been finally adju-
dicated not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a pay-
ment by a Covered Person, unless there has been either a determination that
such Covered Person did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office by the court or other body approving the settlement or other
disposition or a reasonable determination, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that he did not
engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in
office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by poli-
cies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall con-
tinue as to a person who has ceased to be such a Covered Person and shall inure
to the benefit of the heirs, executors and administrators of such a person.
Nothing contained herein shall affect any rights to indemnification to which
Trust personnel other than Covered Persons may be entitled by contract or oth-
erwise under law.
Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it
is ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other appropriate
security or the Trust shall be insured against losses arising out of any
such advances; or
(b) a majority of the Disinterested Trustees acting on the matter (provided
that a majority of the Disinterested Trustees then in office act on the
matter) or independent legal counsel in a written opinion shall determine,
based upon a review of the readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient ul-
timately will be found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is not an
Interested Person of the Trust (including, as such Disinterested Trustee, any-
one who has been exempted from being an Interested Person by any rule, regula-
tion or order of the Commission), and (y) against whom none of such actions,
suits or other proceedings or another action, suit or other proceeding on the
same or similar grounds is then or has been pending.
As used in this Section 4, the words "claim," "action," "suit" or "proceeding"
shall apply to all claims, actions, suits, proceedings (civil, criminal, admin-
istrative or other, including appeals), actual or threatened; and the word "li-
ability" and "expenses" shall include without limitation, attorneys' fees,
costs, judgments, amounts paid in settlement, fines, penalties and other lia-
bilities.
-----------------
C-3
<PAGE>
The trustees and officers of the Registrant are covered by Investment Trust Er-
rors and Omission policies in the aggregate amount of $40,000,000 (with a maxi-
mum deductible of $500,000) against liability and expenses of claims of wrong-
ful acts arising out of their position with the Registrant, except for matters
which involved willful acts, bad faith, gross negligence and willful disregard
of duty (i.e., where the insured did not act in good faith for a purpose he or
she reasonably believed to be in the best interest of Registrant or where he or
she shall have had reasonable cause to believe this conduct was unlawful).
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to the officers, trustees or controlling persons of the
Registrant pursuant to the Declaration of Trust of the Registrant or otherwise,
the Registrant has been advised that in the opinion of the Securities and Ex-
change Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indem-
nification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by an officer or trustee or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such officer, trustee or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
ITEM 28: BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(a) Nuveen Institutional Advisory Corp. serves as investment adviser or manager
to Nuveen Investment Trust, an open-end management investment company, the Reg-
istrant and to the following closed-end management type investment companies:
Nuveen Select Tax-Free Income Portfolio; Nuveen Select Tax-Free Income Portfo-
lio 2; Nuveen Insured California Select Tax-Free Income Portfolio; Nuveen In-
sured New York Select Tax-Free Income Portfolio and Nuveen Select Tax-Free In-
come Portfolio 3. The principal business address for all of these investment
companies is 333 West Wacker Drive, Chicago, Illinois 60606. In addition,
Nuveen Institutional Advisory Corp. serves as investment adviser to separately
managed accounts.
For a description of other business, profession, vocation or employment of a
substantial nature in which any director or officer of the investment adviser
has engaged during the last two years for his account or in the capacity of di-
rector, officer, employee, partner or trustee, see the descriptions under "Man-
agement" in the Statement of Additional Information.
C-4
<PAGE>
(b) Rittenhouse acts as sub-investment adviser to the Registrant and serves as
invstment adviser to separately managed accounts. The following is a listing of
each director and officer of Rittenhouse. The principal business address for
each person is [address] [except. . . . ]:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH RITTENHOUSE WITH REGISTRANT
---- --------------------- ---------------------
<S> <C> <C>
</TABLE>
ITEM 29: PRINCIPAL UNDERWRITERS
(a) John Nuveen & Co. Incorporated ("Nuveen") acts as principal underwriter to
the following open-end management type investment companies: Nuveen Municipal
Bond Fund, Nuveen Tax-Exempt Money Market Fund, Inc., Nuveen Tax-Free Reserves,
Inc., Nuveen California Tax-Free Fund, Inc., Nuveen Tax-Free Bond Fund, Inc.,
Nuveen Insured Tax-Free Bond Fund, Inc., Nuveen Tax-Free Money Market Fund,
Inc., Nuveen Multistate Tax-Free Trust, Nuveen Investment Trust and the Regis-
trant. Nuveen also acts as depositor and principal underwriter of the Nuveen
Tax-Free Unit Trust and the Nuveen Unit Trust, registered unit investment
trusts. Nuveen has also served or is serving as co-managing underwriter to the
following closed-end management type investment companies: Nuveen Municipal
Value Fund, Inc., Nuveen California Municipal Value Fund, Inc., Nuveen New York
Municipal Value Fund, Inc., Nuveen Municipal Income Fund, Inc., Nuveen Premium
Income Municipal Fund, Inc., Nuveen Performance Plus Municipal Fund, Inc.,
Nuveen California Performance Plus Municipal Fund, Inc., Nuveen New York Per-
formance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc.,
Nuveen Municipal Market Opportunity Fund, Inc., Nuveen California Municipal
Market Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc.,
Nuveen California Investment Quality Municipal Fund, Inc., Nuveen New York In-
vestment Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund,
Inc., Nuveen Florida Investment Quality Municipal Fund, Nuveen New Jersey In-
vestment Quality Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality
Municipal Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen California
Select Quality Municipal Fund, Inc., Nuveen New York Select Quality Municipal
Fund, Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Munici-
pal Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund,
Nuveen Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen Cali-
fornia Quality Income Municipal Fund, Inc., Nuveen New York Quality Income Mu-
nicipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen Premier
Insured Municipal Income Fund, Inc., Nuveen Premium Income Municipal Fund 2,
Inc., Nuveen Insured California Premium Income Municipal Fund, Inc., Nuveen In-
sured New York Premium Income Municipal Fund, Inc., Nuveen Select Maturities
Municipal Fund,
C-5
<PAGE>
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida Pre-
mium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund,
Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Insured
Premium Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund 4,
Inc., Nuveen Insured California Premium Income Municipal Fund 2, Inc., Nuveen
Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland Premium Income
Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Vir-
ginia Premium Income Municipal Fund, Nuveen Washington Premium Income Municipal
Fund, Nuveen Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium
Income Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen
North Carolina Premium Income Municipal Fund, Nuveen California Premium Income
Municipal Fund, Nuveen Insured Premium Income Municipal Fund 2, Nuveen Select
Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio 2, Nuveen
Insured California Select Tax-Free Income Portfolio, Nuveen Insured New York
Select Tax-Free Income Portfolio and Nuveen Select Tax-Free Income Portfolio 3.
(b)
<TABLE>
<S> <C> <C>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
- -------------------------------------------------------------------------------
Anthony T. Dean President, Chief Operating Chairman and Trustee
333 West Wacker Drive Officer and Director
Chicago, IL 60606
Timothy R. Schwertfeger Chairman of the Board, President and Trustee
333 West Wacker Drive Chief Executive Officer,
Chicago, IL 60606 and Director
John P. Amboian Executive Vice President None
333 West Wacker Drive
Chicago, IL 60606
Bruce P. Bedford Executive Vice President None
333 W. Wacker Drive
Chicago, IL 60606
William Adams IV Vice President None
333 West Wacker Drive
Chicago, IL 60606
Richard P. Davis Vice President None
One South Main Street
Dayton, OH 45402
Clifton L. Fenton Vice President None
333 West Wacker Drive
Chicago, IL 60606
</TABLE>
C-6
<PAGE>
<TABLE>
<S> <C> <C>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
- ----------------------------------------------------------------------------------
Kathleen M. Flanagan Vice President Vice President
333 West Wacker Drive
Chicago, IL 60606
Stephen D. Foy Vice President None
333 West Wacker Drive
Chicago, IL 60606
Robert D. Freeland Vice President None
333 West Wacker Drive
Chicago, IL 60606
Michael G. Gaffney Vice President None
333 West Wacker Drive
Chicago, IL 60606
Anna R. Kucinskis Vice President Vice President
333 West Wacker Drive
Chicago, IL 60606
Robert B. Kuppenheimer Vice President None
333 West Wacker Drive
Chicago, IL 60606
Larry W. Martin Vice President and Vice President and
333 West Wacker Drive Assistant Secretary Assistant Secretary
Chicago, IL 60606
Thomas C. Muntz Vice President None
333 West Wacker Drive
Chicago, IL 60606
O. Walter Renfftlen Vice President Vice President and
333 West Wacker Drive and Controller Controller
Chicago, IL 60606
Stuart W. Rogers Vice President None
333 West Wacker Drive
Chicago, IL 60606
Bradford W. Shaw, Jr. Vice President None
333 West Wacker Drive
Chicago, IL 60606
H. William Stabenow Vice President Vice President and
333 West Wacker Drive and Treasurer Treasurer
Chicago, IL 60606
</TABLE>
C-7
<PAGE>
<TABLE>
<S> <C> <C>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
- -----------------------------------------------------------------------------------
Paul C. Williams Vice President None
333 West Wacker Drive
Chicago, IL 60606
Gifford R. Zimmerman Vice President Vice President and
333 West Wacker Drive and Assistant Secretary Assistant Secretary
Chicago, IL 60606
</TABLE>
(c) Not applicable.
ITEM 30: LOCATION OF ACCOUNTS AND RECORDS
Nuveen Institutional Advisory Corp., 333 West Wacker Drive, Chicago, Illinois
60606, maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholder meetings and contracts of the Registrant and all advisory material
of the investment adviser.
The Chase Manhattan Bank, 770 Broadway, New York, New York 10003, maintains all
general and subsidiary ledgers, journals, trial balances, records of all port-
folio purchases and sales, and all other required records not maintained by
Nuveen Advisory Corp., or Shareholder Services, Inc.
Shareholder Services, Inc., P.O. Box 5330, Denver, Colorado 80217-5330, main-
tains all the required records in its capacity as transfer, dividend paying,
and shareholder service agent for the Registrant.
ITEM 31: MANAGEMENT SERVICES
Not applicable.
ITEM 32: UNDERTAKINGS
(a) Not applicable.
(b) The Registrant undertakes to file a post-effective amendment to its regis-
tration statement, using financial statements of Nuveen Rittenhouse Growth
Fund which need not be certified, within four to six months from the effec-
tive date of Registrant's 1933 Act registration statement.
(c) Not applicable.
C-8
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 13TH DAY OF AUGUST, 1997.
NUVEEN INVESTMENT TRUST II
/s/ Gifford R. Zimmerman
---------------------------------------
Gifford R. Zimmerman, Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ O. Walter Renfftlen
- -------------------------------
O. Walter Renfftlen Vice President and August 13, 1997
Controller (Principal
Financial and
Accounting Officer)
Timothy R. Schwertfeger President and Trustee )
)
Anthony T. Dean Chairman and Trustee ) By /s/ Gifford R. Zimmerman
(Principal Executive ) ------------------------
Officer) ) Gifford R. Zimmerman
) Attorney-in-Fact
James E. Bacon Trustee }
) August 13, 1997
Thomas E. Leafstrand Trustee )
)
Sheila W. Wellington Trustee )
)
William L. Kissick Trustee )
</TABLE>
ORIGINAL POWERS OF ATTORNEY AUTHORIZING, AMONG OTHERS, GIFFORD R. ZIMMERMAN TO
EXECUTE THIS REGISTRATION STATEMENT, AND AMENDMENTS THERETO, FOR EACH OF
MESSRS. SCHWERTFEGER, DEAN, BACON, LEAFSTRAND AND KISSICK AND MS. WELLINGTON
HAVE BEEN EXECUTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
C-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S> <C>
1(a). Declaration of Trust of Registrant.
1(b). Certificate for the Establishment and Designation of Series
dated June 27, 1997.
1(c). Certificate for the Establishment and Designation of Classes
dated June 27, 1997.
1(d). Amended and Restated Establishment and Designation of Series
dated August 13, 1997.
2. By-Laws of Registrant.
3. Not applicable.
4. Specimen certificate of Shares of Nuveen Rittenhouse Growth
Fund.*
5(a). Management Agreement between Registrant and Nuveen
Institutional Advisory Corp.*
5(b). Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Rittenhouse.*
6. Distribution Agreement between Registrant and John Nuveen &
Co. Incorporated.*
7. Not applicable.
8. Custodian Agreement between Registrant and The Chase Manhattan
Bank.*
9. Not applicable.
10(a). Opinion and consent of Bingham, Dana & Gould, dated ,
1997.*
10(b). Opinion and consent of Bell, Boyd & Lloyd, dated , 1997.*
11. Consent of Independent Public Accountants.*
12. Not applicable.
13. Subscription Agreement with Nuveen Institutional Advisory
Corp.*
14. Not applicable.
15. Plan of Distribution and Service Pursuant to Rule 12b-1 for
the Class A Shares, Class B Shares and Class C Shares of
Nuveen Rittenhouse Growth Fund.*
16. Not applicable.
17. Financial Data Schedule.*
18. Multi-Class Plan.*
99(a). Original Powers of Attorney for Messrs. Schwertfeger, Dean,
Bacon, Leafstrand and Kissick and Ms. Wellington, Trustees,
authorizing, among others, Gifford R. Zimmerman to execute the
Registration Statement.
</TABLE>
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* To be filed by pre-effective amendment.
<PAGE>
Exhibit 1(a)
DECLARATION OF TRUST
OF
NUVEEN INVESTMENT TRUST II
DECLARATION OF TRUST made as of this 27th day of June, 1997 by the Trustees
hereunder.
WHEREAS, the Trustees desire to establish a trust fund for the purposes of
carrying on the business of a management investment company; and
WHEREAS, in furtherance of such purpose, the Trustees and any successor
Trustees elected in accordance with Article V hereof are acquiring and may
hereafter acquire assets and properties which they will hold and manage as
trustees of a Massachusetts business trust with transferable shares in
accordance with the provisions hereinafter set forth;
NOW, THEREFORE, the Trustees and any successor Trustees elected or
appointed in accordance with Article V hereof hereby declare that they will hold
all cash, securities and other assets and properties, which they may from time
to time acquire in any manner as Trustees hereunder, IN TRUST, and that they
will manage and dispose of the same upon the following terms and conditions for
the benefit of the holders from time to time of shares of beneficial interest in
this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1. Name. This Trust shall be known as the "Nuveen Investment
Trust II" and the Trustees shall conduct the business of the Trust under that
name or any other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise required
by the context or specifically provided:
(a) The "Trust" refers to the Massachusetts voluntary association
established by this Declaration of Trust, as amended from time to time;
(b) "Trustee" or "Trustees" refers to each signatory to this
Declaration of Trust so long as such signatory shall continue in office in
accordance with the terms hereof, and all other individuals who at the time
in question have been duly elected or appointed and qualified in accordance
with Article V hereof and are then in office;
(c) "Shares" mean the shares of beneficial interest described in
Article IV hereof and include fractions of Shares as well as whole Shares;
<PAGE>
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(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of 1940
(and any successor statute) and the Rules and Regulations thereunder, all
as amended from time to time;
(f) The terms "Commission," "Interested Person," "Principal
Underwriter" and "vote of a majority of the outstanding voting securities"
shall have the meanings given them in the 1940 Act;
(g) "Declaration of Trust" or "Declaration" shall mean this
Declaration of Trust as amended or restated from time to time; and
(h) "By-Laws" shall mean the By-Laws of the Trust as amended from
time to time.
ARTICLE II
NATURE AND PURPOSE OF TRUST
The Trust is a voluntary association with transferable shares (commonly
known as a business trust) of the type referred to in Chapter 182 of the General
Laws of the Commonwealth of Massachusetts. The Trust is not intended to be,
shall not be deemed to be, and shall not be treated as, a general or a limited
partnership, joint venture, corporation or joint stock company, nor shall the
Trustees or Shareholders or any of them for any purpose be deemed to be, or be
treated in any way whatsoever as though they were, liable or responsible
hereunder as partners or joint venturers. The purpose of the Trust is to engage
in, operate and carry on the business of an open-end management investment
company and to do any and all acts or things as are necessary, convenient,
appropriate, incidental or customary in connection therewith.
The Trust set forth in this instrument shall be deemed made in the
Commonwealth of Massachusetts, and it is created under and is to be governed by
and construed and administered according to the laws of said Commonwealth. The
Trust shall be of the type commonly called a business trust, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust. No provision of this Declaration shall be
effective to require a waiver of compliance with any provision of the Securities
Act of 1933, as amended, or the 1940 Act, or of any valid rule, regulation or
order of the Commission thereunder.
ARTICLE III
REGISTERED AGENT; PRINCIPAL PLACE OF BUSINESS
The name of the registered agent of the Trust is Corporation Service
Company at 84 State Street, Boston, Massachusetts. The principal place of
business of the Trust is 333 West Wacker
<PAGE>
-3-
Drive, Chicago, Illinois 60606. The Trustees may, without the approval of
Shareholders, change the registered agent of the Trust and the principal place
of business of the Trust.
ARTICLE IV
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest. The beneficial interest in the
Trust shall be divided into such transferable Shares of beneficial interest, of
such series or classes, and of such designations and par values (if any) and
with such rights, preferences, privileges and restrictions as shall be
determined by the Trustees in their sole discretion, without Shareholder
approval, from time to time and shall initially consist of one class of
transferable shares, par value $.01 per share. The number of Shares is unlimited
and each Share shall be fully paid and nonassessable. The Trustees shall have
full power and authority, in their sole discretion and without obtaining any
prior authorization or vote of the Shareholders of the Trust or of the
Shareholders of any series or class of Shares, to create and establish (and to
change in any manner) Shares or any series or classes thereof with such
preferences, voting powers, rights and privileges as the Trustees may from time
to time determine; to divide or combine the Shares or the Shares of any series
or classes thereof into a greater or lesser number; to classify or reclassify
any issued Shares into one or more series or classes of Shares; to abolish any
one or more series or classes of Shares; and to take such other action with
respect to the Shares as the Trustees may deem desirable. Except as may be
specifically set forth in Section 2 of this Article IV or in an instrument
establishing and designating classes or series of Shares, the Shares shall have
the powers, preferences, rights, qualifications, limitations and restrictions
described below:
(i) In the event of the termination of the Trust the holders of the
Shares shall be entitled to receive pro rata the net distributable assets
of the Trust.
(ii) Each holder of Shares shall be entitled to one vote for each
Share held on each matter submitted to a vote of Shareholders, and the
holders of outstanding Shares shall vote together as a single class.
(iii) Dividends or other distributions to Shareholders, when, as and
if declared or made by the Trustees, shall be shared equally by the holders
of Shares on a share for share basis, such dividends or other distributions
or any portion thereof to be paid in cash or to be reinvested in full and
fractional Shares of the Trust as the Trustees shall direct.
(iv) Any Shares purchased, redeemed or otherwise reacquired by the
Trust shall be retired automatically and such retired Shares shall have the
status of authorized but unissued Shares.
(v) Shares may be issued from time to time, without the vote of the
Shareholders (or, if the Trustees in their sole discretion deem advisable,
with a vote of Shareholders), either for cash or for such other
consideration (which may be in any one or more instances a certain
specified consideration or certain specified considerations) and
<PAGE>
-4-
on such terms as the Trustees, from time to time, may deem advisable, and
the Trust may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with the assumption of
liabilities).
(vi) The Trust may issue Shares in fractional denominations to the
same extent as its whole Shares, and Shares in fractional denominations
shall be Shares having proportionately to the respective fractions
represented thereby all the rights of whole Shares, including, without
limitation, the right to vote, the right to receive dividends and
distributions and the right to participate upon termination of the Trust.
The Trustees may from time to time, without the vote of Shareholders,
divide or combine Shares into a greater or lesser number without thereby
changing their proportionate beneficial interest in the Trust.
Section 2. Establishment of Series and Classes of Shares.
(a) Series. The Trustees, in their sole discretion, without obtaining any
prior authorization or vote of the Shareholders of the Trust or of the
Shareholders of any series or class of Shares, from time to time may authorize
the division of Shares into two or more series, the number and relative rights,
privileges and preferences of which shall be established and designated by the
Trustees, in their discretion, upon and subject to the following provisions:
(i) All Shares shall be identical except that there may be such
variations as shall be fixed and determined by the Trustees between different
series as to purchase price, right of redemption, and the price, terms and
manner of redemption, and special and relative rights as to dividends and on
liquidation.
(ii) The number of authorized Shares and the number of Shares of each
series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any series into one or more series that may be established and designated from
time to time. The Trustees may hold as treasury shares (of the same or some
other series), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any series reacquired by the Trust at their
discretion from time to time.
(iii) The power of the Trustees to invest and reinvest the assets of
the Trust allocated or belonging to any particular series shall be governed by
Section 1, Article VI hereof unless otherwise provided in the instrument of the
Trustees establishing such series which is hereinafter described.
(iv) Each Share of a series shall represent a beneficial interest in
the net assets allocated or belonging to such series only, and such interest
shall not extend to the assets of the Trust generally. Dividends and
distributions on Shares of a particular series may be paid with such frequency
as the Trustees may determine, which may be monthly or otherwise, pursuant to a
standing vote or votes adopted only once or with such frequency as the Trustees
may determine, to the Shareholders of that series only, from such of the income
and capital gains, accrued or realized, from the assets belonging to that
series. All dividends and distributions on
<PAGE>
-5-
Shares of a particular series shall be distributed pro rata to the Shareholders
of that series in proportion to the number of Shares of that series held by such
Shareholders at the date and time of record established for the payment of such
dividends or distributions. Shares of any particular series of the Trust may be
redeemed solely out of the assets of the Trust allocated or belonging to that
series. Upon liquidation or termination of a series of the Trust, Shareholders
of such series shall be entitled to receive a pro rata share of the net assets
of such series only.
(v) Notwithstanding any provision hereof to the contrary, on any
matter submitted to a vote of the Shareholders of the Trust, all Shares then
entitled to vote shall be voted by individual series, except that (i) when
required by the 1940 Act to be voted in the aggregate, Shares shall not be voted
by individual series, (ii) when the Trustees have determined that the matter
affects only the interests of Shareholders of one or more series, only
Shareholders of such series shall be entitled to vote thereon, and (iii) all
series shall vote together on the election of Trustees.
(vi) The establishment and designation of any series of Shares shall
be effective upon the execution by a majority of the Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such series or as otherwise provided in such instrument.
(b) Classes. Notwithstanding anything in this Declaration to the contrary,
the Trustees may, in their discretion, without obtaining any prior authorization
or vote of the Shareholders of the Trust or of the Shareholders of any series or
class of Shares, from time to time authorize the division of Shares of the Trust
or any series thereof into Shares of one or more classes upon the execution by a
majority of the Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such class or classes.
All Shares of a class shall be identical with each other and with the Shares of
each other class of the same series except for such variations between classes
as may be approved by the Board of Trustees and set forth in such instrument of
establishment and designation and be permitted under the 1940 Act or pursuant to
any exemptive order issued by the Commission.
Section 3. Ownership of Shares. The ownership and transfer of Shares
shall be recorded on the books of the Trust or its transfer or similar agent.
No certificates certifying the ownership of Shares shall be issued except as the
Trustees may otherwise determine from time to time. The Trustees may make such
rules as they consider appropriate for the issuance of Share certificates,
transfer of Shares and similar matters. The record books of the Trust, as kept
by the Trust or any transfer or similar agent of the Trust, shall be conclusive
as to who are the holders of Shares and as to the number of Shares held from
time to time by each Shareholder.
Section 4. No Preemptive Rights, Etc. The holders of Shares shall not, as
such holders, have any right to acquire, purchase or subscribe for any Shares or
securities of the Trust which it may hereafter issue or sell, other than such
right, if any, as the Trustees in their discretion may determine. The holders
of Shares shall have no appraisal rights with respect to their Shares and,
except as otherwise determined by resolution of the Trustees in their sole
discretion, shall have no exchange or conversion rights with respect to their
Shares.
<PAGE>
-6-
Section 5. Assets and Liabilities of Series. In the event that the Trust,
pursuant to Section 2(a) of this Article IV, shall authorize the division of
Shares into two or more series, the following provisions shall apply:
(a) All consideration received by the Trust for the issue or sale of
Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of the Trust. Such
consideration, assets, income, earnings, profits and proceeds, including any
proceeds derived from the sale, exchange or liquidation of such assets and any
funds or payments derived from any reinvestment of such proceeds, in whatever
form the same may be, together with any General Items (as hereinafter defined)
allocated to that series as provided in the following sentence, are herein
referred to as "Assets belonging to" that series. In the event that there are
any assets, income, earnings, profits or proceeds thereof, funds or payments
which are not readily identifiable as belonging to any particular series
(collectively "General Items"), the Trustees shall allocate such General Items
to and among any one or more of the series created from time to time in such
manner and on such basis as they, in their sole discretion, deem fair and
equitable; and any General Items allocated to a particular series shall belong
to that series. Each such allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all series for all purposes.
(b) The assets belonging to a particular series shall be charged with the
liabilities of the Trust in respect of that series and with all expenses, costs,
charges and reserves attributable to that series and shall be so recorded upon
the books of the Trust. Liabilities, expenses, costs, charges and reserves
charged to a particular series, together with any General Items (as hereinafter
defined) allocated to that series as provided in the following sentence, are
herein referred to as "liabilities belonging to" that series. In the event there
are any general liabilities, expenses, costs, charges or reserves of the Trust
which are not readily identifiable as belonging to any particular series
(collectively "General Items"), the Trustees shall allocate and charge such
General Items to and among any one or more of the series created from time to
time in such manner and on such basis as the Trustees in their sole discretion
deem fair and equitable; and any General Items so allocated and charges to a
particular series shall belong to that series. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all series for
all purposes.
Section 6. Status of Shares and Limitation of Personal Liability. Shares
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms of this Declaration of
Trust and to have become a party thereto. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the same nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under this Trust. Ownership of Shares shall not entitle
the Shareholder to any title in or to the
<PAGE>
-7-
whole or any part of the Trust property or right to call for a partition or
division of the same or for an accounting. Neither the Trustees, nor any
officer, employee or agent of the Trust shall have any power to bind any
Shareholder personally or to call upon any Shareholder for the payment of any
sum of money or assessment whatsoever other than such as the Shareholder may at
any time personally agree to pay by way of subscription for any Shares or
otherwise.
ARTICLE V
THE TRUSTEES
Section 1. Management of the Trust. The business and affairs of the Trust
shall be managed by the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility.
Section 2. Qualification and Number. Each Trustee shall be a natural
person. A Trustee need not be a Shareholder, a citizen of the United States, or
a resident of the Commonwealth of Massachusetts. By the vote or consent of a
majority of the Trustees then in office, the Trustees may fix the number of
Trustees at a number not less than two (2) nor more than twelve (12) and may
fill the vacancies created by any such increase in the number of Trustees.
Except as determined from time to time by resolution of the Trustees, no
decrease in the number of Trustees shall have the effect of removing any Trustee
from office prior to the expiration of his term, but the number of Trustees may
be decreased in conjunction with the removal of a Trustee pursuant to Section 4
of Article V.
Section 3. Term and Election. Each Trustee shall hold office until the
next meeting of Shareholders called for the purpose of considering the election
or re-election of such Trustee or of a successor to such Trustee, and until his
successor is elected and qualified, and any Trustee who is appointed by the
Trustees in the interim to fill a vacancy as provided hereunder shall have the
same remaining term as that of his predecessor, if any, or such term as the
Trustees may determine. Any vacancy resulting from a newly created Trusteeship
or the death, resignation, retirement, removal, or incapacity of a Trustee may
be filled by the affirmative vote or consent of a majority of the Trustees then
in office.
Section 4. Resignation and Removal. Any Trustee may resign his trust or
retire as a Trustee (without need for prior or subsequent accounting except in
the event of removal) by an instrument in writing signed by him and delivered or
mailed to the Chairman, if any, the President or the Secretary, and such
resignation or retirement shall be effective upon such delivery, or at a later
date according to the terms of the instrument. Any Trustee who has become
incapacitated by illness or injury as determined by a majority of the other
Trustees, may be retired by written instrument signed by a majority of the other
Trustees. Except as aforesaid, any Trustee may be removed from office only for
"Cause" (as hereinafter defined) and only (i) by action of at least sixty-six
and two-thirds percent (66-2/3%) of the outstanding Shares, or (ii) by written
instrument, signed by at least sixty-six and two-thirds percent (66-2/3%) of the
<PAGE>
-8-
remaining Trustees, specifying the date when such removal shall become
effective. "Cause" shall require willful misconduct, dishonesty, fraud or a
felony conviction.
Section 5. Vacancies. The death, declination, resignation, retirement,
removal, or incapacity, of the Trustees, or any one of them, shall not operate
to annul the Trust or to revoke any existing agency created pursuant to the
terms of this Declaration of Trust. Whenever a vacancy in the number of
Trustees shall occur, until such vacancy is filled as provided herein, or the
number of Trustees as fixed is reduced, the Trustees in office, regardless of
their number, shall have all the powers granted to the Trustees, and during the
period during which any such vacancy shall occur, only the Trustees then in
office shall be counted for the purposes of the existence of a quorum or any
action to be taken by such Trustees.
Section 6. Ownership of Assets of the Trust. The assets of the Trust
shall be held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any successor
Trustees. All of the assets of the Trust shall at all times be considered as
automatically vested in the Trustees as shall be from time to time in office.
Upon the resignation, retirement, removal, incapacity or death of a Trustee,
such Trustee shall automatically cease to have any right, title or interest in
any of the Trust property, and the right, title and interest of such Trustee in
the Trust property shall vest automatically in the remaining Trustees. Such
vesting and cessation of title shall be effective without the execution or
delivery of any conveyancing or other instruments. No Shareholder shall be
deemed to have a severable ownership in any individual asset of the Trust or any
right of partition or possession thereof.
Section 7. Voting Requirements. In addition to the voting requirements
imposed by law or by any other provision of this Declaration of Trust, the
provisions set forth in this Article V may not be amended, altered or repealed
in any respect, nor may any provision inconsistent with this Article V be
adopted, without the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the outstanding Shares. In the event the
holders of the outstanding shares of any series or class are required by law or
any other provision of this Declaration of Trust to approve such an action by a
class vote of such holders, such action must be approved by the holders of at
least sixty-six and two-thirds percent (66 2/3%) of the outstanding Shares of
such series or class or such lower percentage as may be required by law or any
other provision of this Declaration of Trust.
ARTICLE VI
POWERS OF TRUSTEES
Section 1. Powers. The Trustees in all instances shall have full,
absolute and exclusive power, control and authority over the Trust assets and
the business and affairs of the Trust to the same extent as if the Trustees were
the sole and absolute owners thereof in their own right. The Trustees shall
have full power and authority to do any and all acts and to make and execute any
and all contracts and instruments that they may consider necessary or
appropriate in
<PAGE>
-9-
connection with the management of the Trust. The enumeration of any specific
power herein shall not be construed as limiting the aforesaid powers. In
construing the provisions of this Declaration of Trust, there shall be a
presumption in favor of the grant of power and authority to the Trustees.
Subject to any applicable limitation in this Declaration, the Trustees shall
have power and authority:
(a) To invest and reinvest in, to buy or otherwise acquire, to hold,
for investment or otherwise, to sell or otherwise dispose of, to lend or to
pledge, to trade in or deal in securities or interests of all kinds,
however evidenced, or obligations of all kinds, however evidenced, or
rights, warrants, or contracts to acquire such securities, interests, or
obligations, of any private or public company, corporation, association,
general or limited partnership, trust or other enterprise or organization
foreign or domestic, or issued or guaranteed by any national or state
government, foreign or domestic, or their agencies, instrumentalities or
subdivisions (including but not limited to, bonds, debentures, bills, time
notes and all other evidences or indebtedness); negotiable or non-
negotiable instruments; any and all options and futures contracts,
derivatives or structured securities; government securities and money
market instruments (including but not limited to, bank certificates of
deposit, finance paper, commercial paper, bankers acceptances, and all
kinds of repurchase agreements) and, without limitation, all other kinds
and types of financial instruments;
(b) To adopt By-Laws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust and to amend and
repeal them to the extent that they do not reserve that right to the
Shareholders;
(c) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(d) To set record dates for any purpose;
(e) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, investment subadviser,
transfer agent, custodian, underwriter or other independent contractor or
agent;
(f) Subject to Article IX, Section 1 hereof, to merge, or consolidate
the Trust with any other corporation, association, trust or other
organization; or to sell, convey, transfer, or lease all or substantially
all of the assets of the Trust;
(g) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such power
and discretion with relation to securities or property as the Trustees
shall deem proper;
(h) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
<PAGE>
-10-
(i) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form; or either
in their or the Trust's name or in the name of a custodian or a nominee or
nominees;
(j) To issue, sell, repurchase, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer and otherwise deal in Shares and in any
options, warrants or other rights to purchase Shares or any other interests
in the Trust other than Shares;
(k) To set apart, from time to time, out of any funds of the Trust a
reserve or reserves for any proper purpose, and to abolish any such
reserve;
(l) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security or
property of which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or issuer, and
to pay calls or subscriptions with respect to any security held in the
Trust;
(m) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy including, but not
limited to, claims for taxes;
(n) To make distributions to Shareholders;
(o) To borrow money and to pledge, mortgage, or hypothecate the assets
of the Trust;
(p) To establish, from time to time, a minimum total investment for
Shareholders, and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon such terms as
shall be established by the Trustees;
(q) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority
with relation to any security (whether or not so deposited or transferred)
as the Trustees shall deem proper, and to agree to pay, and to pay, such
portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(r) To purchase and pay for out of Trust property such insurance as
they may deem necessary or appropriate for the conduct of the business of
the Trust, including, without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, investment
subadvisers or managers, principal underwriters, or independent contractors
of the Trust individually against all claims and liabilities of every
nature arising by reason of holding, being or having held any such office
or position, or by reason of any action alleged to
<PAGE>
-11-
have been taken or omitted by any such person as Shareholder, Trustee,
officer, employee, agent, investment adviser, subadviser or manager,
principal underwriter, or independent contractor, whether or not any such
action may be determined to constitute negligence, and whether or not the
Trust would have the power to indemnify such person against such liability;
and
(s) To pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing
such retirement and other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust.
Any determination made by or pursuant to the direction of the Trustees in
good faith and consistent with the provisions of this Declaration of Trust shall
be final and conclusive and shall be binding upon the Trust and every holder at
any time of Shares, including, but not limited to the following matters: the
amount of the assets, obligations, liabilities and expenses of the Trust; the
amount of the net income of the Trust from dividends, capital gains, interest or
other sources for any period and the amount of assets at any time legally
available for the payment of dividends or distributions; the amount, purpose,
time of creation, increase or decrease, alteration or cancellation of any
reserves or charges and the propriety thereof (whether or not any obligation or
liability for which such reserves or charges were created shall have been paid
or discharged); the market value, or any quoted price to be applied in
determining the market value, of any security or other asset owned or held by
the Trust; the fair value of any security for which quoted prices are not
readily available, or of any other asset owned or held by the Trust; the number
of Shares of the Trust issued or issuable; the net asset value per Share; any
matter relating to the acquisition, holding and depositing of securities and
other assets by the Trust; any question as to whether any transaction
constitutes a purchase of securities on margin, a short sale of securities, a
borrowing, or an underwriting of the sale of, or participation in any
underwriting or selling group in connection with the public distribution of, any
securities, and any matter relating to the issue, sale, redemption, repurchase,
and/or other acquisition or disposition of Shares of the Trust. No provision of
this Declaration of Trust shall be effective to protect or purport to protect
any Trustee or officer of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Section 2. Manner of Acting, By-Laws. The By-Laws shall make provision
from time to time for the manner in which the Trustees may take action,
including, without limitation, at meetings within or without Massachusetts,
including meetings held by means of a conference telephone or other
communications equipment, or by written consents, the quorum and notice, if any,
that shall be required for any meeting or other action, and the delegation of
some or all of the power and authority of the Trustees to any one or more
committees which they may appoint from their own number, and terminate, from
time to time.
<PAGE>
-12-
ARTICLE VII
EXPENSES OF THE TRUST
The Trustees shall have the power to reimburse themselves from the Trust
property for their expenses and disbursements, to pay reasonable compensation to
themselves from the Trust property, and to incur and pay out of the Trust
property any other expenses which in the opinion of the Trustees are necessary
or incidental to carry out any of the purposes of this Declaration of Trust, or
to exercise any of the powers of the Trustees hereunder.
ARTICLE VIII
INVESTMENT ADVISER, UNDERWRITER
AND TRANSFER AGENT
Section 1. Investment Adviser. The Trust may enter into written contracts
with one or more persons (which term shall include any firm, corporation, trust
or association), to act as investment adviser or investment subadviser to the
Trust, and as such to perform such functions as the Trustees may deem reasonable
and proper, including, without limitation, investment advisory, management,
research, valuation of assets, clerical and administrative functions, under such
terms and conditions, and for such compensation, as the Trustees may in their
discretion deem advisable.
Upon the termination of any contract with Nuveen Institutional Advisory
Corp., or any corporation affiliated with John Nuveen & Co. Incorporated, acting
as investment adviser or manager, the Trustees are hereby required to promptly
change the name of the Trust to a name which does not include "Nuveen" or any
approximation or abbreviation thereof.
Section 2. Underwriter; Transfer Agent. The Trust may enter into a
written contract or contracts with an underwriter or underwriters or distributor
or distributors whereby the Trust may either agree to sell Shares to the other
party or parties to the contract or appoint such other party or parties its
sales agent or agents for such Shares and with such other provisions as the
Trustees may deem reasonable and proper, and the Trustees may in their
discretion from time to time enter into transfer agency and/or shareholder
service contract(s), in each case with such terms and conditions, and providing
for such compensation, as the Trustees may in their discretion deem advisable.
Section 3. Parties to Contract. Any contract of the character described
in Sections 1 and 2 of this Article VIII or in Article X hereof may be entered
into with any corporation, firm, partnership, trust or association, including,
without limitation, the investment adviser, any investment subadviser or an
affiliate of the investment adviser or investment subadviser, although one or
more of the Trustees or officers of the Trust may be an officer, director,
trustee, shareholder, or member of such other party to the contract, or
otherwise interested in such contract and no such contract shall be invalidated
or rendered voidable by reason of the existence
<PAGE>
-13-
of any such relationship, nor shall any person holding such relationship be
liable merely by reason of such relationship for any loss or expense to the
Trust under or by reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when entered into
was not inconsistent with the provisions of this Article VIII, Article X, or the
By-Laws. The same person (including a firm, corporation, partnership, trust or
association) may be the other party to contracts entered into pursuant to
Sections 1 and 2 above or Article X, and any individual may be financially
interested or otherwise affiliated with persons who are parties to any or all of
the contracts mentioned in this Section 3.
ARTICLE IX
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to vote only:
(a) for the election or removal of Trustees as provided in Article V, (b) with
respect to any investment advisory or management contract to the extent required
by the 1940 Act, (c) with respect to any termination of the Trust or a series
thereof to the extent and as provided in this Article IX, Section 1, (d) with
respect to any amendment of this Declaration of Trust to the extent and as
provided in Article XIII, Section 4, (e) with respect to a merger or
consolidation of the Trust or any series thereof with any corporation,
association, trust or other organization or a reorganization or recapitalization
of the Trust or series thereof, or a sale, lease or transfer of all or
substantially all of the assets of the Trust or any series thereof (other than
in the regular course of the Trust's investment activities) to the extent and as
provided in this Article IX, Section 1, (f) to the same extent as the
shareholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders, and (g) with
respect to such additional matters relating to the Trust as may be required by
law, the 1940 Act, this Declaration of Trust, the By-Laws of the Trust, or any
registration of the Trust with the Commission or any State, or as the Trustees
may consider necessary or desirable.
An affirmative vote of the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the outstanding Shares of the Trust (or, in the event of
any action set forth below affecting only one or more series or classes of the
Trust, an affirmative vote of the holders of at least sixty-six and two-thirds
percent of the outstanding Shares of such affected series or class) shall be
required to approve, adopt or authorize (i) a merger or consolidation of the
Trust or a series of the Trust with any corporation, association, trust or other
organization or a reorganization or recapitalization of the Trust or a series of
the Trust, (ii) a sale, lease or transfer of all or substantially all of the
assets of the Trust or series of the Trust (other than in the regular course of
the Trust's investment activities), or (iii) a termination of the Trust or a
series of the Trust (other than a termination by the Trustees as provided for in
Section 1 of Article XIII hereof), unless in any case such action is
recommended by the Trustees, in which case the affirmative vote of a majority of
the outstanding voting securities of the Trust or the affected series or class
shall be required. Nothing contained herein shall be construed as requiring
approval of Shareholders for any transaction, whether deemed a merger,
consolidation, reorganization or otherwise whereby
<PAGE>
-14-
the Trust issues Shares in connection with the acquisition of assets (including
those subject to liabilities) from any other investment company or similar
entity).
Section 2. Meetings. Meetings of the Shareholders of the Trust or any one
or more series thereof may be called and held from time to time for the purpose
of taking action upon any matter requiring the vote or authority of the
Shareholders as herein provided or upon any other matter deemed by the Trustees
to be necessary or desirable. Meetings of the Shareholders shall be held at
such place within the United States as shall be fixed by the Trustees, and
stated in the notice of the meeting. Meetings of the Shareholders may be called
by the Trustees and shall be called by the Trustees upon the written request of
Shareholders owning at least one-tenth of the outstanding Shares entitled to
vote. Shareholders shall be entitled to at least ten days' written notice of
any meeting, except where the meeting is an adjourned meeting and the date, time
and place of the meeting were announced at the time of the adjournment.
Section 3. Quorum and Action. (a) The Trustees shall set in the By-Laws
the quorum required for the transaction of business by the Shareholders at a
meeting, which quorum shall in no event be less than thirty percent (30%) of the
Shares entitled to vote at such meeting. If a quorum is present when a duly
called or held meeting is convened, the Shareholders present may continue to
transact business until adjournment, even though the withdrawal of a number of
Shareholders originally present leaves less than the proportion or number
otherwise required for a quorum.
(b) The Shareholders shall take action by the affirmative vote of the
holders of a majority, except in the case of the election of Trustees which
shall only require a plurality, of the Shares present in person or by proxy and
entitled to vote at a meeting of Shareholders at which a quorum is present,
except as may be otherwise required by any provision of this Declaration of
Trust or the By-Laws.
Section 4. Voting. Each whole Share shall be entitled to one vote as to
any matter on which it is entitled to vote and each fractional Share shall be
entitled to a proportionate fractional vote, except that Shares held in the
treasury of the Trust shall not be voted. In the event that there is more than
one series of the Shares, Shares shall be voted by individual series on any
matter submitted to a vote of the Shareholders of the Trust except as provided
in Sections 2(a)(v) and 2(b) of Article IV. There shall be no cumulative voting
in the election of Trustees or on any other matter submitted to a vote of the
Shareholders. Shares may be voted in person or by proxy. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required or permitted by law, this Declaration of Trust or the By-Laws of
the Trust to be taken by Shareholders.
Section 5. Action by Written Consent in Lieu of Meeting of Shareholders.
Any action required or permitted to be taken at a meeting of the Shareholders
may be taken without a meeting by written action signed by all of the
Shareholders entitled to vote on that action. The written action is effective
when it has been signed by all of those Shareholders, unless a different
effective time is provided in the written action.
<PAGE>
-15-
ARTICLE X
CUSTODIAN
All securities and cash of the Trust shall be held by one or more
custodians and subcustodians, each meeting the requirements for a custodian
contained in the 1940 Act, or shall otherwise be held in accordance with the
1940 Act.
ARTICLE XI
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions. The Trustees may in their sole discretion from
time to time declare and pay, or may prescribe and set forth in a duly adopted
vote or votes of the Trustees, the bases and time for the declaration and
payment of, such dividends and distributions to Shareholders as they may deem
necessary or desirable, after providing for actual and accrued expenses and
liabilities (including such reserves as the Trustees may establish) determined
in accordance with good accounting practices.
Section 2. Redemption of Shares. All shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. The Trust shall redeem the Shares of the Trust or any series or
class thereof at the price determined as hereinafter set forth, upon the
appropriately verified application of the record holder thereof (or upon such
other form of request as the Trustees may determine) at such office or agency as
may be designated from time to time for that purpose by the Trustees. The
Trustees may from time to time specify additional conditions, not inconsistent
with the 1940 Act, regarding the redemption of Shares in the Trust's then
effective prospectus under the Securities Act of 1933.
Section 3. Redemption Price. Shares shall be redeemed at their net asset
value (less any applicable redemption fee or sales charge) determined as set
forth in Section 7 of this Article XI as of such time as the Trustees shall have
theretofore prescribed by resolution. In the absence of such resolution, the
redemption price of Shares deposited shall be the net asset value of such Shares
next determined as set forth in such Section hereof after receipt of such
application.
Section 4. Payment. Payment of the redemption price of Shares of the
Trust or any series or class thereof shall be made in cash or in property or
partly in cash and partly in property to the Shareholder at such time and in the
manner, not inconsistent with the 1940 Act or other applicable laws, as may be
specified from time to time in the Trust's then effective prospectus under the
Securities Act of 1933.
Section 5. Redemption of Shareholder's Interest. The Trustees, in their
sole discretion, may cause the Trust to redeem all of the Shares of the Trust or
one or more series of the Trust held by any Shareholder if the value of such
Shares held by such Shareholder is less than the minimum amount established from
time to time by the Trustees.
<PAGE>
-16-
Section 6. Suspension of Right of Redemption. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares to require the Trust to redeem Shares
(a) during any period when the New York Stock Exchange (the "Exchange") is
closed (other than customary weekend and holiday closings), (b) when trading in
the markets the Trust normally utilizes is restricted, or an emergency exists as
determined by the Commission so that disposal of the Trust's investments or
determination of its net asset value is not reasonably practicable, or (c) for
such other periods as the Commission may by order, rule or otherwise permit.
Section 7. Determination of Net Asset Value and Valuation of Portfolio
Assets. The Trustees may in their sole discretion from time to time prescribe
and shall set forth in the By-Laws or in a duly adopted vote or votes of the
Trustees such bases and times for determining the per Share net asset value of
the Shares and the valuation of portfolio assets as they may deem necessary or
desirable.
The Trust may suspend the determination of net asset value during any
period when it may suspend the right of the holders of Shares to require the
Trust to redeem Shares.
ARTICLE XII
LIMlTATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Liability. No personal liability for any debt or
obligation of the Trust shall attach to any Trustee of the Trust. Without
limiting the foregoing, a Trustee shall not be responsible for or liable in any
event for any neglect or wrongdoing of any officer, agent, employee, investment
adviser, subadviser, principal underwriter or custodian of the Trust, nor shall
any Trustee be responsible or liable for the act or omission of any other
Trustee. Nothing contained herein shall protect any Trustee against any
liability to which such Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Every note, bond, contract, instrument, certificate, Share or undertaking
and every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or with respect to
their or his capacity as Trustees or Trustee and neither such Trustees or
Trustee nor the Shareholders shall be personally liable thereon.
Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that this
Declaration of Trust is on file with the Secretary of State of the Commonwealth
of Massachusetts, shall recite that the same was executed or made by or on
behalf of the Trust by them as Trustees or Trustee or as officers or officer and
not individually and that the obligations of such instrument are not binding
upon any of them or the Shareholders individually but are binding only upon the
assets and property of the Trust, and may contain such further recitals as they
or he may deem appropriate, but the
<PAGE>
-17-
omission thereof shall not operate to bind any Trustees or Trustee or officers
or officer or Shareholders or Shareholder individually.
All persons extending credit to, contracting with or having any claim
against the Trust shall look only to the assets of the Trust for payment under
such credit, contract or claim; and neither the Shareholders nor the Trustees,
nor any of the Trust's officers, employees or agents, whether past, present or
future, shall be personally liable therefor.
Section 2. Trustees' Good Faith Action, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretions thereunder shall be
binding upon everyone interested. A Trustee shall be liable only for his own
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee, and for nothing else,
and shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust and their duties as Trustees
hereunder, and shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. In discharging their
duties, the Trustees, when acting in good faith, shall be entitled to rely upon
the books of account of the Trust and upon written reports made to the Trustees
by any officer appointed by them, any independent public accountant and (with
respect to the subject matter of the contract involved) any officer, partner or
responsible employee of any other party to any contract entered into hereunder.
The Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
Section 3. Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
Section 4. Indemnification. Subject to the exceptions and limitations
contained in this Section 4, every person who is, or has been, a Trustee,
officer, employee or agent of the Trust, including persons who serve at the
request of the Trust as directors, trustees, officers, employees or agents of
another organization in which the Trust has an interest as a shareholder,
creditor or otherwise (hereinafter referred to as a "Covered Person"), shall be
indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been such a
Trustee, director, officer, employee or agent and against amounts paid or
incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason
of a final adjudication by the court or other body before which the
proceeding was brought that he engaged in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office;
<PAGE>
-18-
(b) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a
final adjudication (as provided in paragraph (a) or (b)) and resulting in a
payment by a Covered Person, unless there has been either a determination
that such Covered Person did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office by the court or other body approving the settlement
or other disposition, or a reasonable determination, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that he
did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the Disinterested Trustees
then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising
out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or independent legal counsel in a written opinion shall
determine, based upon a review of the readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
<PAGE>
-19-
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
Section 5. Shareholders. No personal liability for any debt or obligation
of the Trust shall attach to any Shareholder or former Shareholder of the Trust.
In case any Shareholder or former Shareholder of the Trust shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason, the Shareholder
or former Shareholder (or his heirs, executors, administrators or other legal
representatives or in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled out of the assets of the Trust to
be held harmless from and indemnified against all loss and expense arising from
such liability; provided, however, there shall be no liability or obligation of
the Trust arising hereunder to reimburse any Shareholder for taxes paid by
reason of such Shareholder's ownership of any Share or for losses suffered by
reason of any changes in value of any Trust assets. The Trust shall, upon
request by the Shareholder or former Shareholder, assume the defense of any
claim made against the Shareholder for any act or obligation of the Trust and
satisfy any judgment thereon.
ARTICLE XIII
MISCELLANEOUS
Section 1. Termination of Trust. Unless terminated as provided herein,
the Trust shall continue without limitation of time. The Trust or any series of
the Trust may be terminated at any time by the Trustees by written notice to the
Shareholders of the Trust, or such Series as the case may be, without a vote of
the Shareholders of the Trust, or of such series, or the Trust or any series of
the Trust may be terminated by the affirmative vote of the Shareholders in
accordance with Section 1 of Article IX hereof.
Upon termination of the Trust or any series thereof, after paying or
otherwise providing for all charges, taxes, expenses and liabilities, whether
due or accrued or anticipated, as may be determined by the Trustees, the Trust
shall, in accordance with such procedures as the Trustees consider appropriate,
reduce the remaining assets of the Trust or of the particular series thereof to
distributable form in cash or other securities, or any combination thereof, and
distribute the proceeds to the holders of the Shares of the Trust or such series
in the manner set forth by resolution of the Trustees.
Section 2. Filing of Copies, References, Headings. The original or a copy
of this instrument and of each amendment hereto shall be kept in the office of
the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment shall be filed by the Trustees with the
Secretary of State of the Commonwealth of Massachusetts, as well as any other
governmental office where such filing may from time to time be required,
provided,
<PAGE>
-20-
however, that the failure to so file will not invalidate this instrument or any
properly authorized amendment hereto. Anyone dealing with the Trust may rely on
a certificate by an officer or Trustee of the Trust as to whether or not any
such amendments have been made and as to any matters in connection with the
Trust hereunder, and with the same effect as if it were the original, may rely
on a copy certified by an officer or Trustee of the Trust to be a copy of this
instrument or of any such amendments. In this instrument or in any such
amendment, references to this instrument, and all expressions like "herein,"
"hereof" and "hereunder," shall be deemed to refer to this instrument as a whole
and as amended or affected by any such amendment, and masculine pronouns shall
be deemed to include the feminine and the neuter, as the context shall require.
Headings are placed herein for convenience of reference only, and in case of any
conflict, the text of this instrument, rather than the headings, shall control.
This instrument may be executed in any number of counterparts, each of which
shall be deemed an original.
Section 3. Trustees May Resolve Ambiguities. The Trustees may construe
any of the provisions of this Declaration insofar as the same may appear to be
ambiguous or inconsistent with any other provisions hereof, and any such
construction hereof by the Trustees in good faith shall be conclusive as to the
meaning to be given to such provisions.
Section 4. Amendments. Except as otherwise specifically provided in this
Declaration of Trust, this Declaration of Trust may be amended at any time by an
instrument in writing signed by a majority of the then Trustees with the consent
of Shareholders holding more than fifty percent (50%) of Shares entitled to vote
except that an amendment which in the determination of the Trustees shall affect
the holders of one or more series or classes of Shares but not the holders of
all outstanding series or classes shall be authorized by vote of the
Shareholders holding a majority of the Shares entitled to vote of each series
and class affected and no vote of Shareholders of a series or class not affected
shall be required. In addition, notwithstanding any other provision to the
contrary contained in this Declaration of Trust, the Trustees may amend this
Declaration of Trust without the vote or consent of Shareholders (i) at any time
if the Trustees deem it necessary in order for the Trust or any series or class
thereby to meet the requirements of applicable Federal or State laws or
regulations, or the requirements of the regulated investment company provisions
of the Internal Revenue Code, (ii) to designate series or classes or exercise
other powers with respect thereto in accordance with Section 1 and 2 or Article
IV hereof, (iii) change the name of the Trust or to supply any omission, cure
any ambiguity or cure, correct or supplement any defective or inconsistent
provision contained herein, or (iv) for any reason at any time before a
registration statement under the Securities Act of 1933, as amended, covering
the initial public offering of Shares has become effective.
<PAGE>
-21-
IN WITNESS WHEREOF, the undersigned, being the sole Trustee(s) of the
Trust, have executed this instrument as of the date first written above.
/s/ Anthony T. Dean /s/ Timothy R. Schwertfeger
- ------------------------------------ --------------------------------------
Anthony T. Dean, Timothy R. Schwertfeger,
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
STATE OF ILLINOlS )
) SS.
COUNTY OF COOK )
Then personally appeared the above-named person(s) who are known to me to
be Trustee(s) of the Trust whose name(s) and signature(s) are affixed to the
foregoing Declaration of Trust and who acknowledged the same to be his/her free
act and deed, before me this 27th day of June, 1996.
[SEAL] /s/ Virginia L. Corcoran
------------------------------------------
Notary Public
My Commission Expires: 10-26-97
--------------------
<PAGE>
Exhibit 1(b)
NUVEEN INVESTMENT TRUST II
ESTABLISHMENT AND DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST
Pursuant to Section 2 of Article IV of the Declaration of Trust dated June
27, 1997 (the "Declaration"), of Nuveen Investment Trust II, a Massachusetts
business trust (the "Trust"), the Trustees of the Trust, this 27th day of June,
1997, hereby establish and designate one series of Shares (as defined in the
Declaration) (the "Fund") to have the special and relative rights described
below.
1. The following Fund is established and designated:
Nuveen Blue Chip Growth Fund
2. The Fund shall be authorized to hold cash, invest in securities,
instruments and other property and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933 to the extent pertaining to the offering of
Shares of such Fund. Each Share of the Fund shall be redeemable, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which Shareholders of that Fund may vote in accordance with the
Declaration, shall represent a pro rata beneficial interest in the assets
allocated or belonging to such Fund, and shall be entitled to receive its pro
rata share of the net assets of such Fund upon liquidation of such Fund, all as
provided in Article IV, Sections 2 and 5 of the Declaration. The proceeds of
the sale of Shares of the Fund, together with any income and gain thereon, less
any diminution or expenses thereof, shall irrevocably belong to the Fund, unless
otherwise required by law.
3. Shareholders of the Fund shall vote either separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to the Fund as provided in Rule 18f-2, as
from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rules, and by the Declaration.
4. The assets and liabilities of the Trust shall be allocated among the
Fund and any other series of Shares that may be established from time to time as
set forth in Article IV, Section 5 of the Declaration.
5. The designation of the Fund hereby shall not impair the power of the
Trustees from time to time to designate additional series of Shares of the
Trust.
<PAGE>
6. Subject to the applicable provisions of the 1940 Act and the provisions
of Article IV, Sections 2 and 5 of the Declaration, the Trustees shall have the
right at any time and from time to time to reallocate assets and expenses or to
change the designation of each Fund now or hereafter created, or to otherwise
change the special relative rights of the Fund designated hereby without any
action or consent of the Shareholders.
IN WITNESS WHEREOF, the undersigned, being the sole Trustees of the Trust,
have executed this instrument as of this 27th day of June, 1997.
/s/ Anthony T. Dean /s/ Timothy R. Schwertfeger
- ---------------------------------- --------------------------------------
Anthony T. Dean, Timothy R. Schwertfeger,
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
Then personally appeared the above-named persons who are known to me to be
Trustees of the Trust whose names and signatures are affixed to the foregoing
Designation of Series and who acknowledged the same to be his free act and deed,
before me this 27th day of June, 1997.
[SEAL] Virginia L. Corcoran
-----------------------------------------
Notary Public
My Commission Expires: 10-26-97
------------------
2
<PAGE>
Exhibit 1(c)
NUVEEN INVESTMENT TRUST II
ESTABLISHMENT AND DESIGNATION OF CLASSES
The undersigned, being the sole Trustees of Nuveen Investment Trust II, a
Massachusetts business trust (the "Trust"), acting pursuant to Sections 1 and 2
of Article IV of the Declaration of Trust dated June 27, 1997 (the
"Declaration"), do hereby divide the Shares of its series, whether currently
existing or created in the future, into four Classes of Shares effective as of
the date hereof, as follows:
1. The four Classes of Shares are designated "Class A Shares", "Class B
Shares", "Class C Shares" and "Class R Shares".
2. Class A Shares, Class B Shares, Class C Shares and Class R Shares
shall be entitled to all the rights and preferences accorded to Shares under the
Declaration.
3. The number of Shares of each Class designated hereby shall be
unlimited.
4. The purchase price of Class A Shares, Class B Shares, Class C Shares
and Class R Shares, the method of determination of the net asset value of Class
A Shares, Class B Shares, Class C Shares and Class R Shares, the price, terms
and manner of redemption of Class A Shares, Class B Shares, Class C Shares and
Class R Shares, any conversion or exchange feature or privilege of the Class A
Shares, Class B Shares, Class C Shares and Class R Shares, and the relative
dividend rights of the holders of Class A Shares, Class B Shares, Class C Shares
and Class R Shares shall be established by the Trustees of the Trust in
accordance with the Declaration and shall be set forth in the current prospectus
and statement of additional information of the Trust or any series thereof, as
amended from time to time, contained in the Trust's registration statement under
the Securities Act of 1933, as amended (the "Prospectus").
5. Each of the Class A Shares, Class B Shares, Class C Shares and Class R
Shares shall bear the expenses of payments under any distribution and service
agreements entered into by or on behalf of the Trust with respect to that Class,
and any other expenses that are properly allocated to such Class in accordance
with the Investment Company Act of 1940, or any rule or order issued thereunder
and applicable to the Trust (the "1940 Act").
6. As to any matter on which shareholders are entitled to vote, Class A
Shares, Class B Shares, Class C Shares and Class R Shares of a series shall vote
together as a single class; provided however, that notwithstanding the
provisions of Section 4 of Article IX of the Declaration to the contrary, (a) as
to any matter with respect to which a separate vote of any Class is required by
the 1940 Act or is required by a separate agreement applicable to such Class,
such requirements as to a separate vote by the Class shall apply, (b) except as
required by (a) above, to the extent that a matter affects more than one Class
and the interests of two or more Classes in the matter are not materially
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different, then the Shares of such Classes whose interests in the matter are not
materially different shall vote together as a single Class, but to the extent
that a matter affects more than one Class and the interests of a Class in the
matter are materially different from that of each other Class, then the Shares
of such Class shall vote as a separate class; and (c) except as required by (a)
above or as otherwise required by the 1940 Act, as to any matter which does not
affect the interests of a particular Class, only the holders of Shares of the
one or more affected Classes shall be entitled to vote.
7. The designation of Class A Shares, Class B Shares, Class C Shares and
Class R Shares hereby shall not impair the power of the Trustees from time to
time to designate additional classes of Shares of the Trust.
8. Subject to the applicable provisions of the 1940 Act, the Trustees may
from time to time modify the preferences, voting powers, rights and privileges
of any of the Classes designated hereby or redesignate any of the Classes
designated hereby without any action or consent of the Shareholders.
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IN WITNESS WHEREOF, the undersigned, being the sole Trustees of the Trust,
have executed this instrument as of this 27th day of June, 1997.
/s/ Anthony T. Dean /s/ Timothy R. Schwertfeger
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Anthony T. Dean, Timothy R. Schwertfeger,
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
STATE OF ILLINOlS )
) SS.
COUNTY OF COOK )
Then personally appeared the above-named persons who are known to me to be
Trustees of the Trust whose names and signatures are affixed to the foregoing
Designation of Classes and who acknowledged the same to be his free act and
deed, before me this 27th day of June, 1997.
[SEAL] /s/ Virginia L. Corcoran
-----------------------------------------
Notary Public
My Commission Expires: 10-26-97
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Exhibit 1(d)
NUVEEN INVESTMENT TRUST II
AMENDED AND RESTATED ESTABLISHMENT AND
DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST
WHEREAS, pursuant to Section 2 of Article IV of the Declaration of Trust
dated June 27, 1997 (the "Declaration"), of Nuveen Investment Trust II, a
Massachusetts business trust (the "Trust"), the Trustees of the Trust, on June
27, 1997, established and designated one series of Shares (as defined in the
Declaration), Nuveen Blue Chip Growth Fund (the "Fund") to have the special
and relative rights described in such Establishment and Designation of Series;
and
WHEREAS, the Trustees of the Trust now desire to amend and restate such
Establishment and Designation of Series in order to redesignate the name of such
series;
NOW THEREFORE, the Trustees of the Trust, this 13th day of August 1997,
hereby amend and restate the Establishment and Designation of Series as follows:
1. The Nuveen Blue Chip Growth Fund is redesignated:
Nuveen Rittenhouse Growth Fund
2. The Fund shall be authorized to hold cash, invest in securities,
instruments and other property and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933 to the extent pertaining to the offering of
Shares of such Fund. Each Share of the Fund shall be redeemable, shall be
entitled to one vote (or fraction thereof in respect of a fractional share) on
matters on which Shareholders of that Fund may vote in accordance with the
Declaration, shall represent a pro rata beneficial interest in the assets
allocated or belonging to such Fund and shall be entitled to receive its pro
rata share of the net assets of such Fund upon liquidation of such Fund, all as
provided in Article IV, Sections 2 and 5 of the Declaration. The proceeds of
the sale of Shares of the Fund, together with any income and gain thereon, less
any diminution or expenses thereof, shall irrevocably belong to the Fund, unless
otherwise required by law.
3. Shareholders of the Fund shall vote either separately as a class on
any matter to the extent required by, and any matter shall be deemed to have
been effectively acted upon with respect to the Fund as provided in Rule 18f-2,
as from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rules, and by the Declaration.
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4. The assets and liabilities of the Trust shall be allocated among the
Fund and any other series of Shares that may be established from time to time as
set forth in Article IV, Section 5 of the Declaration.
5. The designation of the Fund hereby shall not impair the power of the
Trustees from time to time to designate additional series of Shares of the
Trust.
6. Subject to the applicable provisions of the 1940 Act and the
provisions of Article IV, Sections 2 and 5 of the Declaration, the Trustees
shall have the right at any time and from time to time to reallocate assets and
expenses or to change the designation of each Fund now or hereafter created, or
to otherwise change the special relative rights of the Fund designated hereby
without any action or consent of the Shareholders.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of
the Trust, have executed this instrument as of this 13th day of August, 1997.
_________________________ _______________________
Anthony T. Dean, Timothy R. Schwertfeger,
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
________________________ ______________________
James E. Bacon, William L. Kissick,
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
________________________ ______________________
Thomas E. Leafstrand, Shelia W. Wellington,
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
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STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
Then personally appeared the above-named person(s) who are know to me to be
Trustee(s) of the Trust whose name(s) and signature(s) are affixed to the
foregoing Designation of Series and who acknowledged the same to be his/her free
act and deed, before me this 13th day of August, 1997.
______________________________
Notary Public
My Commission Expires _________
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Exhibit 2
BY-LAWS
OF
NUVEEN INVESTMENT TRUST II
ARTICLE I
DECLARATION OF TRUST
AND
OFFICES
Section 1.1. Declaration of Trust. These By-Laws shall be subject to the
Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of Nuveen Investment Trust II, the Massachusetts business trust
established by the Declaration of Trust (the "Trust").
Section 1.2. Other Offices. The Trust may have such other offices and
places of business within or without the Commonwealth of Massachusetts as the
Board of Trustees shall determine.
ARTICLE II
SHAREHOLDERS
Section 2.1. Place of Meetings. Meetings of the Shareholders may be held
at such place or places within or without the Commonwealth of Massachusetts as
shall be fixed by the Board of Trustees and stated in the notice of the meeting.
Section 2.2. Regular Meeting. Regular meetings of the Shareholders for
the election of Trustees and the transaction of such other business as may
properly come before the meeting shall be held on an annual or other less
frequent periodic basis at such date and time as the Board of Trustees by
resolution shall designate, except as otherwise required by applicable law.
Section 2.3. Special Meeting. Special meetings of the Shareholders for
any purpose or purposes may be called by the Chairman of the Board, the
President or two or more Trustees, and must be called at the written request
stating the purpose or purposes of the meeting, of Shareholders entitled to cast
at least l0 percent of all the votes entitled to be cast at the meeting.
Section 2.4. Notice of Meetings. Notice stating the time and place of the
meeting and in the case of a special meeting the purpose or purposes thereof and
by whom called, shall be delivered to each Shareholder not less than ten nor
more than sixty
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days prior to the meeting, except where the meeting is an adjourned meeting and
the date, time and place of the meeting were announced at the time of the
adjournment.
Section 2.5. Quorum and Action. (a) The holders of thirty percent (30%)
of the voting power of the shares of beneficial interest of the Trust (the
"Shares") entitled to vote at a meeting are a quorum for the transaction of
business. If a quorum is present when a duly called or held meeting is
convened, the Shareholders present may continue to transact business until
adjournment, even though the withdrawal of a number of Shareholders originally
present leaves less than the proportion or number otherwise required for a
quorum.
(b) The Shareholders shall take action by the affirmative vote of the
holders of a majority, except in the case of the election of Trustees which
shall only require a plurality, of the voting power of the Shares present and
entitled to vote at a meeting of Shareholders at which a quorum is present,
except as may be otherwise required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or the Declaration of Trust.
Section 2.6. Voting. At each meeting of the Shareholders, every holder of
Shares then entitled to vote may vote in person or by proxy and shall have one
vote for each Share registered in his name.
Section 2.7. Proxy Representation. A Shareholder may cast or authorize
the casting of a vote by filing a written appointment of a proxy with an officer
of the Trust at or before the meeting at which the appointment is to be
effective. The placing of a Shareholder's name on a proxy pursuant to
telephonic or electronically transmitted instructions obtained pursuant to
procedures which are reasonably designed to verify that such instructions have
been authorized by such Shareholder, shall constitute execution of such proxy by
or on behalf of such Shareholder. The appointment of a proxy is valid for eleven
months, unless a longer period is expressly provided in the appointment. No
appointment is irrevocable unless the appointment is coupled with an interest in
the Shares or in the Trust. Any copy, facsimile telecommunication or other
reliable reproduction of a proxy may be substituted for or used in lieu of the
original proxy for any and all purposes for which the original proxy could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original proxy.
Section 2.8. Adjourned Meetings. Any meeting of Shareholders may be
adjourned to a designated time and place by the vote of the holders of a
majority of the Shares present and entitled to vote thereat even though less
than a quorum is so present without any further notice except by announcement at
the meeting. An adjourned meeting may reconvene as designed, and when a quorum
is present any business may be transacted which might have been transacted at
the meeting as originally called.
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ARTICLE III
TRUSTEES
Section 3.1. Qualifications and Number: Vacancies. Each Trustee shall be
a natural person. A Trustee need not be a Shareholder, a citizen of the United
States, or a resident of the Commonwealth of Massachusetts. The number of
Trustees of the Trust, their term and election and the filling of vacancies,
shall be as provided in the Declaration of Trust.
Section 3.2. Powers. The business and affairs of the Trust shall be
managed under the direction of the Board of Trustees. All powers of the Trust
may be exercised by or under the authority of the Board of Trustees, except
those conferred on or reserved to the Shareholders by statute, the Declaration
of Trust or these By-Laws.
Section 3.3. Investment Policies. It shall be the duty of the Board of
Trustees to ensure that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Trust are at all times
consistent with the investment objectives, policies and restrictions with
respect to securities investments and otherwise of the Trust filed from time to
time with the Securities and Exchange Commission and as required by the 1940
Act, unless such duty is delegated to an investment adviser pursuant to a
written contract, as provided in the Declaration of Trust. The Trustees,
however, may delegate the duty of management of the assets of the Trust to an
individual or corporate investment adviser or subadviser to act as investment
adviser or subadviser pursuant to a written contract.
Section 3.4. Meetings. Regular meetings of the Trustees may be held
without notice at such times as the Trustees shall fix. Special meetings of the
Trustees may be called by the Chairman of the Board or the President, and shall
be called at the written request of two or more Trustees. Unless waived by each
Trustee, three days' notice of special meetings shall be given to each Trustee
in person, by mail, by telephone, or by telegram or cable, or by any other means
that reasonably may be expected to provide similar notice. Notice of special
meetings need not state the purpose or purposes thereof. Meetings of the
Trustees may be held at any place within or outside the Commonwealth of
Massachusetts. A conference among Trustees by any means of communication
through which the Trustees may simultaneously hear each other during the
conference constitutes a meeting of the Trustees or of a committee of the
Trustees, if the notice requirements have been met (or waived) and if the number
of Trustees participating in the conference would be sufficient to constitute a
quorum at such meeting. Participation in such meeting by that means constitutes
presence in person at the meeting.
Section 3.5. Quorum and Action. A majority of the Trustees currently
holding office, or in the case of a meeting of a committee of the Trustees, a
majority of the members of such committee, shall constitute a quorum for the
transaction of business at any meeting. If a quorum is present when a duly
called or held meeting is convened, the
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Trustees present may continue to transact business until adjournment, even
though the withdrawal of a number of Trustees originally present leaves less
than the proportion or number otherwise required for a quorum. At any duly held
meeting at which a quorum is present, the affirmative vote of the majority of
the Trustees present shall be the act of the Trustees or the committee, as the
case may be, on any question, except where the act of a greater number is
required by these By-Laws or by the Declaration of Trust.
Section 3.6. Action by Written Consent in Lieu of Meetings of Trustees.
An action which is required or permitted to be taken at a meeting of the
Trustees or a committee of the Trustees may be taken by written action signed by
the number of Trustees that would be required to take the same action at a
meeting of the Trustees or committee, as the case may be, at which all Trustees
were present. The written action is effective when signed by the required
number of Trustees, unless a different effective time is provided in the written
action. When written action is taken by less than all Trustees, all Trustees
shall be notified immediately of its text and effective date.
Section 3.7. Committees. The Trustees, by resolution adopted by the
affirmative vote of a majority of the Trustees, may designate from their members
an Executive Committee, an Audit Committee and any other committee or
committees, each such committee to consist of two or more Trustees and to have
such powers and authority (to the extent permitted by law) as may be provided in
such resolution. Any such committee may be terminated at any time by the
affirmative vote of a majority of the Trustees.
ARTICLE IV
OFFICERS
Section 4.1. Number and Qualifications. The officers of the Trust shall
include a Chairman of the Board, a President, a Controller, one or more Vice
Presidents (one or more of whom may be designated Executive Vice President), a
Treasurer, and a Secretary. Any two or more offices may be held by the same
person. Unless otherwise determined by the Trustees, each officer shall be
appointed by the Trustees for a term which shall continue until the meeting of
the Trustees following the next regular meeting of Shareholders and until his
successor shall have been duly elected and qualified, or until his death, or
until he shall have resigned or have been removed, as hereinafter provided in
these By-Laws. The Trustees may from time to time elect, or delegate to the
Chairman of the Board or the President, or both, the power to appoint, such
officers (including one or more Assistant Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries) and such agents as may be
necessary or desirable for the business of the Trust. Such other officers shall
hold office for such terms as may be prescribed by the Trustees or by the
appointing authority.
Section 4.2. Resignations. Any officer of the Trust may resign at any
time by giving written notice of his resignation to the Trustees, the Chairman
of the Board, the
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President or the Secretary. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 4.3. Removal. An officer may be removed at any time, with or
without cause, by a resolution approved by the affirmative vote of a majority of
the Trustees present at a duly convened meeting of the Trustees.
Section 4.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, may be filled for the
unexpired portion of the term by the Trustees, or in the manner determined by
the Trustees.
Section 4.5. The Chairman of the Board. The Chairman of the Board shall
be elected from among the Trustees. He shall be the chief executive officer of
the Trust and shall:
(a) have general active management of the business of the Trust;
(b) when present, preside at all meetings of the Trustees and of the
Shareholders;
(c) see that all orders and resolutions of the Trustees are carried
into effect;
(d) sign and deliver in the name of the Trust any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of the
Trust, except in cases in which the authority to sign and deliver is
required by law to be exercised by another person or is expressly delegated
by the Declaration of Trust or By-Laws or by the Trustees to some other
officer or agent of the Trust; and
(e) maintain records of and, whenever necessary, certify all
proceedings of the Trustees and the Shareholders.
The Chairman of the Board shall be authorized to do or cause to be done all
things necessary or appropriate, including preparation, execution and filing of
any documents, to effectuate the registration from time to time of the Shares of
the Trust with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended. He shall perform all duties incident to the office of
Chairman of the Board and such other duties as from time to time may be assigned
to him by the Trustees or by these By-Laws.
Section 4.6. The President. The President shall be the chief operating
officer of the Trust and, subject to the Chairman of the Board, he shall have
general authority over and general management and control of the business and
affairs of the Trust. In general, he shall discharge all duties incident to the
office of the chief operating officer of the
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Trust and such other duties as may be prescribed by the Trustees and the
Chairman of the Board from time to time. In the absence of the Chairman of the
Board or in the event of his disability, or inability to act or to continue to
act, the President shall perform the duties of the Chairman of the Board and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board.
Section 4.7. Executive Vice-President. In the case of the absence or
inability to act of the President and the Chairman of the Board, any Executive
Vice-President shall perform the duties of the President and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. Any Executive Vice-President shall perform all duties incident to
the office of Executive Vice-President and such other duties as from time to
time may be assigned to him by the Trustees, the President or these By-Laws.
Section 4.8. Vice Presidents. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Trustees, the Chairman
of the Board or the President.
Section 4.9. Controller. The Controller shall:
(a) keep accurate financial records for the Trust;
(b) render to the Chairman of the Board, the President and the
Trustees, whenever requested, an account of all transactions by and of the
financial condition of the Trust; and
(c) in general, perform all the duties incident to the office of
Controller and such other duties as from time to time may be assigned to
him by the Trustees, the Chairman of the Board or the President.
Section 4.10. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all the funds
and securities of the Trust, except those which the Trust has placed in the
custody of a bank or trust company pursuant to a written agreement
designating such bank or trust company as custodian of the property of the
Trust, as required by Section 6.5 of these By-Laws;
(b) deposit all money, drafts, and checks in the name of and to the
credit of the Trust in the banks and depositories designated by the
Trustees;
(c) endorse for deposit all notes, checks, and drafts received by the
Trust making proper vouchers therefor:
(d) disburse corporate funds and issue checks and drafts in the name
of the Trust, as ordered by the Trustees; and
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(e) in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him
by the Trustees, the Chairman of the Board or the President.
Section 4.11. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Trustees, the committees of the
Trustees and the Shareholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by statute;
(c) be custodian of the records of the Trust;
(d) see that the books, reports, statements, certificates and other
documents and records required by statute to be kept and filed are properly
kept and filed; and
(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him
by the Trustees, the Chairman of the Board or the President.
Section 4.12. Salaries. The salaries of all officers shall be fixed by
the Trustees.
ARTICLE V
SHARES
Section 5.1. Share Certificates. Each owner of Shares of the Trust shall
be entitled upon request to have a certificate, in such form as shall be
approved by the Trustees, representing the number of whole Shares of the Trust
owned by him. Certificates representing fractional Shares shall not be issued.
The certificates representing whole Shares shall be signed in the name of the
Trust by the Chairman of the Board, the President, an Executive Vice President
or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer
or an Assistant Treasurer (which signatures may be either manual or facsimile,
engraved or printed). In case any officer who shall have signed such
certificate shall have ceased to be such officer before such certificates shall
be issued, they may nevertheless be issued by the Trust with the same effect as
if such officer were still in office at the date of their issuance.
Section 5.2. Books and Records; Inspection. The Trust shall keep at its
principal executive office, or at another place or places within the United
States determined by the Trustees, a share register not more than one year old,
containing the names and addresses of the shareholders and the number of Shares
held by each Shareholder. The Trust shall also keep, at its principal executive
office, or at another
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place or places within the United States determined by the Trustees, a record of
the dates on which certificates representing Shares were issued.
Section 5.3. Share Transfers. Upon compliance with any provisions
restricting the transferability of Shares that may be set forth in the
Declaration of Trust, these By-Laws, or any resolution or written agreement in
respect thereof, transfers of Shares of the Trust shall be made only on the
books of the Trust by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with an
officer of the Trust, or with a transfer agent or a registrar and on surrender
of any certificate or certificates for such Shares properly endorsed and the
payment of all taxes thereon. Except as may be otherwise provided by law or
these By-Laws, the person in whose name Shares stand on the books of the Trust
shall be deemed the owner thereof for all purposes as regards the Trust;
provided that whenever any transfer of Shares shall be made for collateral
security, and not absolutely, such fact, if known to an officer of the Trust,
shall be so expressed in the entry of transfer.
Section 5.4. Regulations. The Trustees may make such additional rules and
regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the issue, certification, transfer and registration of Shares of the
Trust. They may appoint, or authorize any officer or officers to appoint, one
or more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for Shares to bear the signature or
signatures of any of them.
Section 5.5. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing Shares of the Trust shall immediately notify the Trust
of any loss, destruction or mutilation of such certificate, and the Trust may
issue a new certificate in the place of any certificate theretofore issued by it
which the owner thereof shall allege to have been lost or destroyed or which
shall have been mutilated, and the Trustees may, in their discretion, require
such owner or his legal representatives to give to the Trust a bond in such sum,
limited or unlimited, and in such form and with such surety or sureties as the
Trustees in their absolute discretion shall determine, to indemnify the Trust
against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate, or the issuance of a new certificate.
Anything herein to the contrary notwithstanding, the Trustees, in their absolute
discretion, may refuse to issue any such new certificate, except as otherwise
required by law.
Section 5.6. Record Date; Certification of Beneficial Owner. (a) The
Trustees may fix a date not more than ninety days before the date of a meeting
of Shareholders as the date for the determination of the holders of Shares
entitled to notice of and entitled to vote at the meeting or any adjournment
thereof.
(b) The Trustees may fix a date for determining Shareholders entitled to
receive payment of any dividend or distribution or allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or exchange
of Shares.
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(c) In the absence of such fixed record date, (i) the date for
determination of Shareholders entitled to notice of and entitled to vote at a
meeting of Shareholders shall be the later of the close of business on the day
on which notice of the meeting is mailed or the thirtieth day before the
meeting, and (ii) the date for determining Shareholders entitled to receive
payment of any dividend or distribution or an allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or exchange
of Shares shall be the close of business on the day on which the resolution of
the Trustees is adopted.
(d) A resolution approved by the affirmative vote of a majority of the
Trustees present may establish a procedure whereby a Shareholder may certify in
writing to the Trust that all or a portion of the Shares registered in the name
of the Shareholder are held for the account of one or more beneficial owners.
Upon receipt by the Trust of the writing, the persons specified as beneficial
owners, rather than the actual Shareholders, are deemed the Shareholders for the
purposes specified in the writing.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Fiscal Year. The fiscal year of the Trust shall be as fixed
by the Trustees of the Trust.
Section 6.2. Notice and Waiver of Notice. (a) Any notice of a meeting
required to be given under these By-Laws to Shareholders or Trustees, or both,
may be waived by any such person (i) orally or in writing signed by such person
before, at or after the meeting or (ii) by attendance at the meeting in person
or, in the case of a Shareholder, by proxy.
(b) Except as otherwise specifically provided herein, all notices required
by these By-Laws shall be printed or written, and shall be delivered either
personally, by telecopy, telegraph or cable, or by mail or courier or delivery
service, and, if mailed, shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, addressed to the Shareholder or Trustee at
his address as it appears on the records of the Trust.
ARTICLE VII
AMENDMENTS
Section 7.1. These By-Laws may be amended or repealed, or new By-Laws may
be adopted, by the Trustees at any meeting thereof or by action of the Trustees
by written consent in lieu of a meeting.
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<PAGE>
Exhibit 99(a)
NUVEEN INVESTMENT TRUST II
_______
POWER OF ATTORNEY
_______
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-
referenced organization, hereby constitutes and appoints ANTHONY T. DEAN, LARRY
W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of
them to act alone) his true and lawful attorney-in-fact and agent, for him on
his behalf and in his name, place and stead, in any and all capacities, to sign,
execute and affix his seal thereto and file one or more Registration Statements
on Form N-1A under the Securities Act of 1933 and the Investment Company Act of
1940, including any amendment or amendments thereto, with all exhibits, and any
and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of
shares thereof, without limitation, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 27th day of June, 1997.
/s/ Timothy R. Schwertfeger
---------------------------
Timothy R. Schwertfeger
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
On this 27th day of June, 1997, personally appeared before me, a Notary Public
in and for said County and State, the person named above who is known to me to
be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.
(SEAL) /s/ Karen L. Healy
-----------------------------
Notary Public
My Commission Expires: 12/30/99
<PAGE>
NUVEEN INVESTMENT TRUST II
_______
POWER OF ATTORNEY
_______
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above-
referenced organization, hereby constitutes and appoints ANTHONY T. DEAN, LARRY
W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them (with full power to each of
them to act alone) his true and lawful attorney-in-fact and agent, for him on
his behalf and in his name, place and stead, in any and all capacities, to sign,
execute and affix his seal thereto and file one or more Registration Statements
on Form N-1A under the Securities Act of 1933 and the Investment Company Act of
1940, including any amendment or amendments thereto, with all exhibits, and any
and all other documents required to be filed with any regulatory authority,
federal or state, relating to the registration thereof, or the issuance of
shares thereof, without limitation, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 27th day of June, 1997.
/s/ Anthony T. Dean
-----------------------------------
Anthony T. Dean
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
On this 27th day of June, 1997, personally appeared before me, a Notary Public
in and for said County and State, the person named above who is known to me to
be the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.
(SEAL) /s/ Karen L. Healy
-----------------------------
Notary Public
My Commission Expires: 12/30/99
<PAGE>
NUVEEN INVESTMENT TRUST II
________________
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER. ANTHONY T. DEAN, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN AND ERIC F.
FESS, and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent, for him on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements on Form N-1A, under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, including any amendment or amendments thereto, with all exhibits, and
any and all other documents required to be filed with any regulatory authority,
federal or state, without limitation, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 24th of July, 1997.
/s/ James E. Bacon
-----------------------
James E. Bacon
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 24th of July, 1997, personally appeared before me, a Notary Public in
and for said County and State, the person named above who is known to me to be
the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.
- --------------------------------
"OFFICIAL SEAL"
KAREN L. HEALY
Notary Public, State of Illinois
My Commission Expires 12/30/99
- --------------------------------
/s/ Karen L. Healy
-----------------------
My Commission Expires: 12/30/99
<PAGE>
NUVEEN INVESTMENT TRUST II
________________
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER. ANTHONY T. DEAN, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN AND ERIC F.
FESS, and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent, for him on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements on Form N-1A, under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, including any amendment or amendments thereto, with all exhibits, and
any and all other documents required to be filed with any regulatory authority,
federal or state, without limitation, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 24th of July, 1997.
/s/ William L. Kissick
--------------------------
William L. Kissick
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 24th of July, 1997, personally appeared before me, a Notary Public in
and for said County and State, the person named above who is known to me to be
the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.
- --------------------------------
"OFFICIAL SEAL"
KAREN L. HEALY
Notary Public, State of Illinois
My Commission Expires 12/30/99
- --------------------------------
/s/ Karen L. Healy
--------------------------
My Commission Expires: 12/30/99
<PAGE>
NUVEEN INVESTMENT TRUST II
________________
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER. ANTHONY T. DEAN, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN AND ERIC F.
FESS, and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent, for him on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements on Form N-1A, under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, including any amendment or amendments thereto, with all exhibits, and
any and all other documents required to be filed with any regulatory authority,
federal or state, without limitation, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 24th of July, 1997.
/s/ Thomas E. Leafstrand
---------------------------------------
Thomas E. Leafstrand
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 24th of July, 1997, personally appeared before me, a Notary Public in
and for said County and State, the person named above who is known to me to be
the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.
- --------------------------------
"OFFICIAL SEAL"
KAREN L. HEALY
Notary Public, State of Illinois
My Commission Expires 12/30/99
- --------------------------------
/s/ Karen L. Healy
------------------------------------
My Commission Expires: 12/30/99
<PAGE>
NUVEEN INVESTMENT TRUST II
_________________
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the above
referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER. ANTHONY T. DEAN, LARRY W. MARTIN, GIFFORD R. ZIMMERMAN AND ERIC F.
FESS, and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent, for him on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and affix his seal
thereto and file one or more Registration Statements on Form N-1A, under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, including any amendment or amendments thereto, with all exhibits, and
any and all other documents required to be filed with any regulatory authority,
federal or state, without limitation, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 24th of July, 1997.
/s/ Sheila W. Wellington
---------------------------------------
Sheila W. Wellington
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 24th of July, 1997, personally appeared before me, a Notary Public in
and for said County and State, the person named above who is known to me to be
the person whose name and signature is affixed to the foregoing Power of
Attorney and who acknowledged the same to be his voluntary act and deed for the
intent and purposes therein set forth.
- --------------------------------
"OFFICIAL SEAL"
KAREN L. HEALY
Notary Public, State of Illinois
My Commission Expires 12/30/99
- --------------------------------
/s/ Karen L. Healy
------------------------------------
My Commission Expires: 12/30/99
