<PAGE>
Nuveen Rittenhouse Growth Fund
Semiannual Report
January 31, 1998
<PAGE>
<TABLE>
<CAPTION>
NUVEEN RITTENHOUSE GROWTH FUND
Portfolio of Investments (Unaudited)
January 31, 1998
Shares Description Market Value
- -------------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - 86.8%
Capital Goods - 6.4%
11,000 Emerson Electric Co. $ 665,500
17,000 General Electric Company 1,317,500
- -------------------------------------------------------------------------------------
Consumer Cyclicals - 2.9%
15,000 The Home Depot, Inc. 904,688
- -------------------------------------------------------------------------------------
Consumer Staples - 24.8%
6,500 Bestfoods 633,750
17,000 The Coca-Cola Company 1,100,750
16,000 Colgate-Palmolive Company 1,172,000
11,500 Gillette Company 1,135,625
29,000 PepsiCo, Inc. 1,045,813
16,000 The Procter & Gamble Company 1,254,000
12,500 The Walt Disney Company 1,332,031
- -------------------------------------------------------------------------------------
Energy - 3.6%
10,500 Royal Dutch Petroleum Company 538,125
8,000 Schlumberger Limited 589,500
- -------------------------------------------------------------------------------------
Financials - 17.4%
12,000 American International Group, Inc. 1,323,750
19,000 Federal Home Loan Mortgage Corporation 845,500
21,000 Federal National Mortgage Association 1,296,750
3,500 General Re Corporation 728,438
9,500 NationsBank Corporation 570,000
17,000 Norwest Corporation 620,500
- -------------------------------------------------------------------------------------
Health Care - 19.9%
10,000 Abbott Laboratories 708,125
18,000 Johnson & Johnson 1,204,875
12,000 Medtronic, Inc. 612,750
11,000 Merck & Co., Inc. 1,289,750
14,500 Pfizer Inc. 1,188,093
16,000 Schering-Plough Corporation 1,158,000
- -------------------------------------------------------------------------------------
Technology - 11.8%
20,000 Automatic Data Processing, Inc. 1,196,250
20,000 First Data Corporation 612,500
18,000 Hewlett-Packard Company 1,080,000
9,500 Intel Corporation 769,500
- -------------------------------------------------------------------------------------
Total Common Stocks - (cost $26,284,498) 26,894,063
- -------------------------------------------------------------------------------------
Principal Amount Description Market Value
- -------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS - 3.2%
$1,000,000 Swiss Bank Repurchase Agreement, 5.500%, 2/02/98 1,000,000
- -------------------------------------------------------------------------------------
Total Short-Term Investments - (cost - $1,000,000) 1,000,000
--------------------------------------------------------------------
Total Investments - (cost $27,284,498) - 90.0% 27,894,063
--------------------------------------------------------------------
Other Assets Less Liabilities - 10.0% 3,105,606
--------------------------------------------------------------------
Net Assets - 100% $30,999,669
====================================================================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUVEEN RITTENHOUSE GROWTH FUND
Statement of Net Assets (Unaudited)
January 31, 1998
- --------------------------------------------------------------------------------------------
Assets
<S> <C>
Investment securities, at market value (cost $27,284,498) (note 1) $27,894,063
Cash 126,287
Receivables:
Dividends and interest 20,767
Shares sold 2,983,509
Deferred organization costs (note 1) 173,010
- --------------------------------------------------------------------------------------------
Total assets 31,197,636
- --------------------------------------------------------------------------------------------
Liabilities
Accrued expenses:
Management fees (note 4) 14,409
12b-1 distribution and service fees (notes 1 and 4) 180
Other 183,378
- --------------------------------------------------------------------------------------------
Total liabilities 197,967
- --------------------------------------------------------------------------------------------
Net assets (note 5) $30,999,669
- --------------------------------------------------------------------------------------------
Class A Shares (note 1)
Net assets $ 1,366,190
Shares outstanding 66,847
Net asset value and redemption price per share $ 20.44
Offering price per share (net asset value per share plus maximum sales
charge of 5.25% of offering price) $ 21.57
- --------------------------------------------------------------------------------------------
Class B Shares (note 1)
Net assets $ 1,272,180
Shares outstanding 62,263
Net asset value, offering and redemption price per share $ 20.43
- --------------------------------------------------------------------------------------------
Class C Shares (note 1)
Net assets $ 735,211
Shares outstanding 35,981
Net asset value, offering and redemption price per share $ 20.43
- --------------------------------------------------------------------------------------------
Class R Shares (note 1)
Net assets $27,626,088
Shares outstanding 1,350,723
Net asset value, offering and redemption price per share $ 20.45
- --------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
NUVEEN RITTENHOUSE GROWTH FUND
Statement of Operations (Unaudited)
For the period December 31, 1997 (commencement of operations) through January
31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
<S> <C>
Investment Income (note 1)
Dividends $ 23,936
Interest 4,153
- --------------------------------------------------------------------------------------------------
Total investment income 28,089
- --------------------------------------------------------------------------------------------------
Expenses
Management fees (note 4) 19,150
12b-1 service fees - Class A (notes 1 and 4) 22
12b-1 distribution and service fees - Class B (notes 1 and 4) 83
12b-1 distribution and service fees - Class C (notes 1 and 4) 76
Shareholders' servicing agent fees and expenses 4
Custodian's fees and expenses 3,325
Trustees' fees and expenses (note 4) 166
Professional fees 1,776
Shareholders' reports - printing and mailing expenses 1,000
Federal and state registration fees 1,112
Amortization of deferred organization costs (note 1) 2,990
- --------------------------------------------------------------------------------------------------
Total expenses before expense reimbursement 29,704
Expense reimbursement (note 4) (4,741)
- --------------------------------------------------------------------------------------------------
Net expenses 24,963
- --------------------------------------------------------------------------------------------------
Net investment income 3,126
- --------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss) from Investments
Net realized gain (loss) from investment transactions (notes 1 and 3) (138)
Net change in unrealized appreciation or depreciation of investments 609,565
- --------------------------------------------------------------------------------------------------
Net gain from investments 609,427
- --------------------------------------------------------------------------------------------------
Net increase in net assets from operations $ 612,553
==================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
NUVEEN RITTENHOUSE GROWTH FUND
Statement of Changes in Net Assets (Unaudited)
For the period December 31, 1997 (commencement of operations) through January 31, 1998
- ------------------------------------------------------------------------------------------
<S> <C>
Operations
Net investment income $ 3,126
Net realized gain (loss) from investment transactions (notes 1 and 3) (138)
Net change in unrealized appreciation or depreciation of investments 609,565
- ------------------------------------------------------------------------------------------
Net increase in net assets from operations 612,553
- ------------------------------------------------------------------------------------------
Net proceeds from sale of shares (note 2) 30,287,116
- ------------------------------------------------------------------------------------------
Net increase in net assets 30,899,669
Net assets at the beginning of period 100,000
- ------------------------------------------------------------------------------------------
Net assets at the end of period $ 30,999,669
==========================================================================================
Balance of undistributed net investment income at end of period $ 3,126
==========================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NUVEEN RITTENHOUSE GROWTH FUND
Notes to Financial Statements (Unaudited)
1. General Information and Significant Accounting Policies
The Nuveen Rittenhouse Growth Fund (the "Fund") is a series of the Nuveen
Investment Trust II (the "Trust") which was organized as a Massachusetts
business trust in 1997. The Trust is an open-end diversified management
investment company registered under the Investment Company Act of 1940. Prior to
commencement of operations on December 31, 1997, the Trust had no operations
other than those related to organizational matters and the initial capital
contribution of $100,000 by Nuveen Institutional Advisory Corp. (the "Adviser"),
a wholly owned subsidiary of The John Nuveen Company, for the issuance of shares
on November 12, 1997.
The Fund invests 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").
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements in accordance with generally
accepted accounting principles.
Securities Valuation
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 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 maturities of 60 days or less when purchased are valued by the
amortized cost method when the Board of Trustees determines that the fair market
value of such securities is their amortized cost.
Securities Transactions
Securities transactions are recorded on a trade date basis. Realized gains and
losses from such transactions are determined on the specific identification
method. Securities purchased or sold on a when-issued or delayed delivery basis
may have extended settlement periods. Any securities so purchased are subject to
market fluctuation during this period. The Fund has instructed the custodian to
segregate assets in a separate account with a current value at least equal to
the amount of the when-issued and delayed delivery purchase commitments. At
January 31, 1998, the Fund had no such outstanding purchase commitments.
Investment Income
Dividend income is recorded on the ex-dividend date. Interest income is
determined on the basis of interest accrued, adjusted for accretion of
discounts.
Dividends and Distributions to Shareholders
Net investment income is declared and distributed to shareholders quarterly. Net
realized capital gains from investment transactions, if any, are declared and
distributed to shareholders not less frequently than annually. Furthermore,
capital gains are distributed only to the extent they exceed available capital
loss carryforwards.
Distributions to shareholders of net investment income and net realized capital
gains are recorded on the ex-dividend date. The amount and timing of
distributions are determined in accordance with federal income tax regulations,
which may differ from generally accepted accounting principles. Accordingly,
temporary over-distributions as a result of these differences may occur and will
be classified as either distributions in excess of net investment income and/or
distributions in excess of net realized gains from investment transactions,
where applicable.
Federal Income Taxes
The Fund intends to distribute all taxable income and capital gains to
shareholders and to otherwise comply with the requirements of Subchapter M of
the Internal Revenue Code applicable to regulated investment companies.
Therefore, no federal tax provision is required.
<PAGE>
Flexible Sales Charge Program
The Fund offers Class A, B, C and R Shares. Class A Shares are sold with a sales
charge and incur an annual 12b-1 service fee. Class A Share purchases of $1
million or more are sold at net asset value without an up-front sales charge but
may be subject to a 1% contingent deferred sales charge ("CDSC") if redeemed
within 18 months of purchase. Class B Shares are sold without a sales charge but
incur annual 12b-1 distribution and service fees. An investor purchasing Class B
Shares agrees to pay a CDSC of up to 5% depending upon the length of time the
shares are held by the investor (CDSC is reduced to 0% at the end of six years).
Class B Shares convert to Class A Shares eight years after purchase. Class C
Shares are sold without a sales charge but incur annual 12b-1 distribution and
service fees. An investor purchasing Class C Shares agrees to pay a CDSC of 1%
if Class C Shares are redeemed within one year of purchase. Class R Shares are
not subject to any sales charge or 12b-1 distribution or service fees. Class R
Shares are available for purchases of over $1 million and in other limited
circumstances.
Deferred Organization Costs
The costs incurred by the Trust in connection with its organization and initial
registration of shares was deferred and is being amortized over a 60-month
period beginning December 31, 1997 (commencement of operations). If any of the
initial shares of the Fund are redeemed during this period, the proceeds of the
redemption will be reduced by the pro-rata share of the unamortized
organization costs as of the date of redemption.
Derivative Financial Instruments
The Fund may invest in options and futures transactions, which are sometimes
referred to as derivative transactions. Although the Fund is authorized to
invest in such financial instruments, and may do so in the future, it did not
make any such investments during the period December 31, 1997 (commencement of
operations) through January 31, 1998.
Expense Allocation
Expenses of the Fund that are not directly attributable to a specific class of
shares are prorated among the classes based on the relative net assets of each
class. Expenses directly attributable to a class of shares, which presently only
includes 12b-1 distribution and service fees, are recorded to the specific
class.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases in net
assets from operations during the reporting period.
2. Fund Shares
Transactions in Fund shares for the period December 31, 1997 (commencement of
operations) through January 31, 1998, were as follows:
<TABLE>
<CAPTION>
Shares Amount
----------- ------------
<S> <C> <C>
Shares sold:
Class A 65,597 $ 1,341,436
Class B 61,013 1,247,005
Class C 34,731 709,020
Class R 1,349,473 26,989,655
----------- -------------
Net increase................ 1,510,814 $30,287,116
=========== =============
</TABLE>
<PAGE>
3. Securities Transactions
Purchases and sales (including maturities) of investments securities for the
period December 31, 1997 (commencement of operations) through January 31, 1998,
were as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
<S> <C>
Purchases:
Investment securities (other than U.S. government obligations) $26,284,498
U.S. government obligations 99,797
Short-term investments 26,306,000
Sales:
Investment securities (other than U.S. government obligations) -
U.S. government obligations 99,710
Short-term investments 25,306,000
========================================================================================
</TABLE>
At January 31, 1998, the identified cost of investments owned for federal income
tax purposes was the same as the cost for financial reporting purposes.
Net unrealized appreciation aggregated $609,565 of which $947,298 related to
appreciated securities and $337,733 related to depreciated securities.
4. Management Fee and Other Transactions with Affiliates
Under the Fund's investment management agreement with the Adviser, the Fund pays
an annual management fee, payable monthly, which is based upon the average daily
net asset value of the Fund as follow:
<TABLE>
<CAPTION>
<S> <C>
Average daily net asset value Management fee
- ------------------------------------------------------------------------------------------
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 net assets over $2 billion .7875 of 1
==========================================================================================
</TABLE>
The Adviser has agreed to waive fees and reimburse expenses through July 31,
1998, in order to prevent total operating expenses (excluding any 12b-1
distribution or service fees and extraordinary expenses) from exceeding 1.10% of
the average daily net asset value of any class of Fund shares.
The management fee compensates the Adviser for overall investment advisory and
administrative services, and general office facilities. The Adviser has entered
into a Sub-Advisory Agreement with Rittenhouse Financial Services, Inc.
("Rittenhouse"), a wholly-owned subsidiary of The John Nuveen Company, under
which Rittenhouse manages the Fund's investment portfolio. Rittenhouse is
compensated for its services from the management fee paid to the Adviser. The
Fund pays no compensation directly to those of its Trustees who are affiliated
with the Adviser or to its officers, all of whom receive remuneration for their
services to the Fund from the Adviser or its affiliates.
During the period December 31, 1997 (commencement of operations) through January
31, 1998, John Nuveen & Co. Incorporated (the "Distributor"), a wholly-owned
subsidiary of the John Nuveen Company, collected sales charges on purchases of
Class A Shares of approximately $50,100, of which approximately $49,700 were
paid out as concessions to authorized dealers. The Distributor also received
12b-1 service fees on Class A Shares, substantially all of which were paid to
compensate authorized dealers for providing services to shareholders relating to
their investments.
During the period December 31, 1997 (commencement of operations) through January
31, 1998, the Distributor compensated authorized dealers directly with
approximately $400 in commission advances with respect to Class B and C Shares
at the time of purchase. To compensate for commissions advanced to authorized
dealers, all 12b-1 distribution and services fees collected on Class B and C
Shares were retained by the Distributor.
<PAGE>
5. Composition of Net Assets
At January 31, 1998, the Fund had an unlimited number of $.01 par value per
share common stock authorized. Net assets consisted of:
- -----------------------------------------------------------------------------
Capital paid-in $30,387,116
Balance of undistributed net investment income 3,126
Accumulated net realized gain (loss) from investment tranactions (138)
Net unrealized appreciation of investments 609,565
- -----------------------------------------------------------------------------
Net assets $30,999,669
=============================================================================
<PAGE>
NUVEEN RITTENHOUSE GROWTH FUND
Financial Highlights (Unaudited)
Selected data for a common share outstanding is as follows:
<TABLE>
<CAPTION>
Class (Inception date) Operating performance Less distributions
--------------------------- ------------------------
Net
realized and Total
Net unrealized Dividends return
asset Net gain (loss) from on
value investment from net Distributions Net asset net
beginning income invest- investment from capital value end asset
of period (loss)(b) ments income gains of period value(a)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A (12/97)
1998 (d) $20.00 $(.01) $ .45 $ - $ - $20.44 2.20%
CLASS B (12/97)
1998 (d) 20.00 (.02) .45 - - 20.43 2.15
CLASS C (12/97)
1998 (d) 20.00 (.02) .45 - - 20.43 2.15
CLASS R (12/97)
1998 (d) 20.00 - .45 - - 20.45 2.25
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Ratios/Supplemental data
----------------------------------------------------------------------------------------
Ratio of Ratio of Ratio of Ratio of
expenses net expenses net
to investment to investment
average income (loss) average income (loss)
net to average net to average Port-
assets net assets assets net assets folio
Net assets before before after after turn- Average
end of period reimburse- reimburse- reimburse- reimburse- over commission
(in thousands) ment ment ment (b) ment (b) rate rate paid (c)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A (12/97)
1998 (d) $ 1,366 1.52%* (.65)%* 1.35%* (.48)%* - % $.0600
CLASS B (12/97)
1998 (d) 1,272 2.27* (1.33)* 2.10* (1.16)* - .0600
CLASS C (12/97)
1998 (d) 735 2.27* (1.16)* 2.10* (.99)* - .0600
CLASS R (12/97)
1998 (d) 27,626 1.31* (.06)* 1.10* .15* - .0600
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Annualized.
(a) Total returns are calculated on net asset value without any sales charge and
are not annualized.
(b) After waiver of certain management fees or reimbursement of expenses by
Nuveen Institutional Advisory Corp.
(c) Average commission rate paid on equity portfolio transactions. Commissions
paid are included in the cost of the securities.
(d) From commencement of class operations as noted through January 31, 1998.
