<PAGE>
As filed with the Securities and Exchange Commission on October 28, 1999.
Registration Nos. 2-84470
811-3770
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
[_]
Pre-Effective Amendment No. [_]
[X]
Post-Effective Amendment No. 29
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
[_]
[X]
Amendment No. 30
NUVEEN TAXABLE FUNDS INC.
(Exact Name of Registrant as Specified in Charter)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 917-7700
With copies to:
Gifford R. Zimmerman, Esq. Thomas S. Harman
Vice President and Secretary Morgan, Lewis & Bockius LLP
333 West Wacker Drive 1800 M Street, N.W.
Chicago, Illinois 60606 Washington, DC 20036
(Name and Address of Agent for Service)
[X] Immediately upon filing pursuant to [_] on (date) pursuant to para-
paragraph (b) graph (a)(1)
[_] 75 days after filing pursuant
to paragraph (a)(2)
[_] on pursuant to paragraph (b)
[_] 60 days after filing pursuant to
paragraph (a)(1) [_] on (date) pursuant to para-
graph (a)(2) of Rule 485.
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a previ-
ously filed post-effective amendment.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Supplement Dated October 28, 1999 to the
Prospectus Dated February 19, 1999
-----------------
Nuveen Dividend and Growth Fund
Nuveen Taxable Funds Inc.
-----------------
The following financial highlights supplement the information contained in
the Prospectus for the fund dated February 19, 1999. The information contained
in the table is as of June 30, 1999, the fund's most recent fiscal year end,
and is excerpted from the fund's latest annual report which has been audited by
Arthur Andersen LLP, the fund's independent public accountants. You may find
more information about the fund's performance in its annual report. For a free
copy of the fund's latest annual report, write to Nuveen or call (800) 257-
8787.
<TABLE>
<CAPTION>
Investment Operations Less Distributions
------------------------ ----------------------
Net
Realized/
Net Unrealized
Beginning Invest- Invest- Net Ending
Year Net ment ment Invest- Net
Ended Asset Income Gain ment Capital Asset Total
June 30, Value (a) (Loss) Total Income Gains Total Value Return (b)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A (8/83)
1999 $13.06 $.63 $ .38 $1.01 $(.64) $-- $(.64) $13.43 7.80%
1998 11.51 .61 1.57 2.18 (.63) -- (.63) 13.06 19.32
1997 11.09 .66 .40 1.06 (.64) -- (.64) 11.51 9.89
1996 10.24 .64 .85 1.49 (.64) -- (.64) 11.09 14.82
1995 9.69 .64 .55 1.19 (.64) -- (.64) 10.24 12.73
Class B (12/98)
1999(c) 13.64 .37 (.32) .05 (.22) -- (.22) 13.47 .40
Class C (7/93)
1999 13.03 .54 .37 .91 (.55) -- (.55) 13.39 7.06
1998 11.49 .55 1.56 2.11 (.57) -- (.57) 13.03 18.65
1997 11.08 .61 .38 .99 (.58) -- (.58) 11.49 9.25
1996 10.24 .58 .84 1.42 (.58) -- (.58) 11.08 14.15
1995 9.69 .59 .55 1.14 (.59) -- (.59) 10.24 12.14
Class R (12/98)
1999(c) 13.64 .42 (.30) .12 (.28) -- (.28) 13.48 .83
- ---------------------------------------------------------------------------------------
<CAPTION>
Ratios/Supplemental Data
--------------------------------------------------
Ratio
of Net
Ending Ratio of Investment
Year Net Expenses Income to Portfolio
Ended Assets to Average Average Turnover
June 30, (000) Net Assets (a) Net Assets (a) Rate
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A (8/83)
1999 $18,289 1.34% 4.76% 109%
1998 20,013 1.34 4.93 101
1997 20,157 .98 5.97 128
1996 25,010 .98 5.82 115
1995 25,000 1.00 6.52 159
Class B (12/98)
1999(c) 180 1.91* 5.60* 109
Class C (7/93)
1999 5,416 1.99 4.12 109
1998 5,707 1.89 4.39 101
1997 5,555 1.53 5.47 128
1996 6,302 1.52 5.27 115
1995 5,501 1.54 6.01 159
Class R (12/98)
1999(c) 24 .88* 6.41* 109
- ---------------------------------------------------------------------------------------
</TABLE>
* Annualized.
(a) After custodian fee credit and expense reimbursement, where applicable.
(b) Total returns are calculated on net asset value without any sales charge
and are not annualized.
(c) From commencement of class operations as noted.
PLEASE KEEP THIS WITH YOUR FUND PROSPECTUS FOR FUTURE REFERENCE
<PAGE>
Supplement Dated October 28, 1999 to the
Prospectus Dated February 19, 1999
-----------------
NUVEEN DIVIDEND AND GROWTH FUND
Nuveen Taxable Funds Inc.
-----------------
As of October 28, 1999, the following changes supplement the information con-
tained in the Prospectus for the fund dated February 19, 1999.
1."Annual Fund Operating Expenses" for the fund are summarized in the table be-
low.
<TABLE>
<CAPTION>
Annual Fund Operating Expenses*
Paid From Fund Assets
Share Class A B C R
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Management Fees 0.75% 0.75% 0.75% 0.75%
..............................................................
12b-1 Distribution and Service Fees 0.25% 1.00% 1.00% --%
..............................................................
Other Expenses 0.88% 0.94% 0.88% 0.92%
------------------------------------------------------------------------
Total Annual Fund Operating Expenses--
Gross 1.88% 2.69% 2.63% 1.67%
..............................................................
Reimbursements (0.68%) (0.74%) (0.68%) (0.72%)
------------------------------------------------------------------------
Total Annual Fund Operating Expenses--
Net 1.20% 1.95% 1.95% 0.95%
..............................................................
</TABLE>
* Management and 12b-1 fee rates reflect increases effective
on December 31, 1998. "Other Expenses" are based on actual
fund expenses for the fiscal year ended 6/30/99. Long-term
Class B and C investors may pay more in 12b-1 distribution
fees and CDSCs than the economic equivalent of the maximum
permitted front-end sales charge. The adviser, pursuant to
a contractual arrangement, will reimburse expenses through
July 31, 2000 to prevent "Total Annual Fund Operating Ex-
penses" (excluding distribution or service fees and ex-
traordinary expenses) from exceeding 0.95% of average net
assets.
2.Richard A. Huber, the fund's portfolio manager, currently manages investments
for five Nuveen-sponsored investment companies.
3.The fund paid management fees equal to 0.62%, as a percentage of average net
assets, to Nuveen Advisory Corp. ("NAC") for the fiscal year ended June 30,
1999.
4.During the fund's current fiscal year, the fund's portfolio turnover rate may
be higher than usual as a result of the change in the fund's investment poli-
cies effective December 31, 1998.
5.The fund no longer accepts third party checks for the purchase of shares by
mail.
6.The fund generally pays redemption proceeds in cash when shares are sold (re-
deemed). Under unusual conditions that make cash payments unwise and for the
protection of existing shareholders, the fund may pay all or a portion of your
redemption proceeds in securities or other fund assets. Although it is unlikely
that your shares would be redeemed in-kind, you would probably have to pay bro-
kerage costs to sell the securities distributed to you, as well as taxes on any
capital gains from the sale.
7.Year 2000--The fund's service providers rely on computer systems to manage
the fund's investments, process shareholder transactions and provide share-
holder account maintenance. Because of the way computers historically have
stored dates, some of these systems currently may not be able to correctly
process activity occurring in the year 2000. Nuveen is working with the fund's
service providers to adapt their systems to address this issue. Nuveen and the
fund expect that the necessary work will be completed on a timely basis, al-
though there can be no assurance of this.
PLEASE KEEP THIS WITH YOUR FUND PROSPECTUS FOR FUTURE REFERENCE
<PAGE>
Supplement Dated October 28, 1999 to the
Statement of Additional Information Dated February 19, 1999
----------------
NUVEEN DIVIDEND AND GROWTH FUND
Nuveen Taxable Funds Inc.
----------------
As of October 28, 1999, the following changes supplement the information con-
tained in the Statement of Additional Information for the Fund dated February
19, 1999.
1. The portfolio turnover rates for the 1998 and 1999 fiscal year-ends of the
Fund were 101% and 109%, respectively.
2. The following table sets forth compensation paid by the Corporation to each
of the directors of the Corporation and the total compensation paid to each di-
rector during the fiscal year ended June 30, 1999. Each director who is not af-
filiated with Nuveen or NAC receives a fee. The Corporation has no retirement
or pension plans. The officers and directors affiliated with Nuveen serve with-
out any compensation from the Corporation.
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation
from the Series from Corporation and Fund
Name of Director of this Corporation Complex Paid to Directors
---------------- ---------------------- -------------------------
<S> <C> <C>
Robert P. Bremner........ $ 623 $73,000
Lawrence H. Brown........ $1,130 $80,000
Anne E. Impellizzeri..... $ 623 $73,000
Peter R. Sawers.......... $1,123 $73,750
William J. Schneider..... $ 623 $73,000
Judith M. Stockdale...... $1,123 $73,500
</TABLE>
3. The following table sets forth the percentage ownership of each person, who,
as of October 6, 1999 owns of record and not beneficially, 5% or more of any
class of the Fund's shares.
<TABLE>
<CAPTION>
Percentage
Class Name and Address of Owner of Ownership
- ----- --------------------------- ------------
<S> <C> <C>
Class A Shares......................... MLPF&S FOR THE SOLE BENEFIT 28.73%
OF ITS CUSTOMERS
ATTN FUND ADMIN SEC 97117
4800 DEER LAKE DR E FL 3
JACKSONVILLE, FL 32246-6484
Class B Shares......................... BT ALEX BROWN INCORPORATED 6.52
FBO 248-17431-16
PO BOX 1346
BALTIMORE, MD 21203
</TABLE>
VGN-S-DG-SAI 10-99
<PAGE>
<TABLE>
<CAPTION>
Percentage
Class Name and Address of Owner of Ownership
- ----- --------------------------------- ------------
<S> <C> <C>
Class B Shares (cont'd).......... PAINEWEBBER FOR THE BENEFIT OF 41.13
JANE E BUNTING
THE BERTHAM HOUSE
565 HUMPHREY ST APT 102
SWAMPSCOTT, MA 01907-2675
SALOMON SMITH BARNEY INC 8.86
00150705558
333 WEST 34TH STREET -- 3RD FLOOR
NY, NY 10001
PAINEWEBBER FOR THE BENEFIT OF 19.49
PAINEWEBBER CDN FBO
PO BOX 3321
WEEHAWKEN, NJ 07087-8154
PAINEWEBBER FOR THE BENEFIT OF 6.51
MARGARET BURKHARD TRUSTEE
MARGARET BURKHARD TRUST
12810 MODEL COURT
CRESTWOOD, IL 60445-1108
PAINEWEBBER FOR THE BENEFIT OF 8.05
JOSEPH E HOCHSTADTER AND
JT TEN WROS
572 EAGLE CREEK DRIVE
NAPLES, FL 34113
Class C Shares................... MLPF&S FOR THE SOLE BENEFIT 36.58%
OF ITS CUSTOMERS
ATTN FUND ADMIN SEC 97117
4800 DEER LAKE DR E FL 3
JACKSONVILLE, FL 32246-6484
Class R Shares................... STANLEY WOLFF 46.07
AND CLARA WOLFF
71 HAWTHORN ST
NEW BRITAIN, CT 06053
ROBERT E STEINER 13.83
AND PHYLLIS S STEINER
201 MARK DR
GLENVIEW, IL 60025-2332
BARRIE S RAY 22.69
1462 S. SALEM WAY
AURORA, CO 80012-4349
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Percentage
Class Name and Address of Owner of Ownership
- ----- -------------------------- ------------
<S> <C> <C>
Class R Shares (cont'd)................. AMERICAN EXPRESS TRUST CO 10.81
AMER EXP TRUST RET SER PL
C/O NANCY JENDRO
PO BOX 534
MINNEAPOLIS, MN 55440-0534
</TABLE>
4. For the last three fiscal years, the Fund paid net management fees as fol-
lows:
<TABLE>
<CAPTION>
Year Ended
-------------------------
6/30/97 6/30/98 6/30/99
-------- -------- -------
<S> <C> <C> <C>
Management Fees Net of Expense Reimbursement ......... $ 0 $126,947 $62,870
Fee Waivers and Expense Reimbursements................ $158,085 $ 2,443 $90,088
</TABLE>
5. The distribution rates as of June 30, 1999, based on the maximum public of-
fering price then in effect for the Fund, and assuming the imposition of the
maximum sales charge for Class A Shares of 5.75%, were 4.47% for Class A
Shares, 3.96% for Class B Shares, 3.99% for Class C Shares, and 4.99% for
Class R Shares.
6. Yield and Total Return Calculations as of June 30, 1999 for the Fund are
set forth below:
<TABLE>
<CAPTION>
Average Annual Total Return
-------------------------------
Current Five
30 Day Yield One Year Year Ten Year
------------ ---------- --------- ----------
<S> <C> <C> <C> <C>
Class A Shares...................... 5.05% 1.57% 11.51% 8.03%
Class B Shares...................... 4.60% 3.37% 11.95% 8.03%
Class C Shares...................... 4.61% 7.06% 12.18% 7.97%
Class R Shares...................... 5.61% 8.31% 12.95% 8.72%
</TABLE>
- --------
7. The minimum initial investment is $3,000 per Fund share class ($1,000 for a
Traditional/Roth IRA Account; $500 for an Education IRA Account), $50 through
systematic investment plan accounts and may be lower for accounts opened
through fee-based programs for which the program sponsor has established a
single master account with the Fund's transfer agent and performs all sub-ac-
counting services related to that account. Additional 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 re-
investment programs.
3
<PAGE>
8. Set forth below is an example of the method of computing the offering price
of the Class A Shares. The example assumes a purchase on June 30, 1999 of Class
A Shares from the Fund aggregating less than $50,000 subject to the schedule of
sales charges set forth in the current Prospectus at a price based upon the net
asset value of the Class A Shares.
<TABLE>
<S> <C>
Net Asset Value per share......................................... $13.43
Per Share Sales Charge--5.75% of public offering price (6.11% of
net asset value per share)....................................... $ 0.82
------
Per Share Offering Price to the Public............................ $14.25
</TABLE>
9. The first bullet point in the section entitled "Reduction or Elimination of
Up-Front Sales Charge on Class A Shares" is revised as follows:
Class A Shares of the Fund may be purchased at net asset value without a sales
charge, and may be purchased by the following categories of investors:
. investors purchasing $1.0 million or more. Nuveen may pay Authorized
Dealers on Class A sales of $1.0 million and above, up to an additional
0.25% of the purchase amount.
10. The first paragraph of the section entitled "Class R Share Purchase Eligi-
bility" is revised and an additional bullet point is added as follows:
Class R Shares are available for single purchases of $10.0 million or more and
for purchases using dividends and capital gains distributions on Class R
Shares. Class R Shares also are available for the following categories of in-
vestors:
. any officer, director or bona fide employee of any investment advisory
partner of Nuveen that provides sub-advisory services for a Nuveen prod-
uct, or their immediate family members;
11. The aggregate amounts of underwriting commissions with respect to the sale
of Fund shares and the amount thereof retained by Nuveen, were as follows (all
figures are to the nearest thousand):
<TABLE>
<CAPTION>
Amount of
Compensation
on
Amount of Amount Redemptions
Underwriting Retained by and
Commissions Nuveen Repurchases
------------ ----------- ------------
<S> <C> <C> <C>
Year Ended 6/30/99........................ $33,600 $4,200 $ 100
Year Ended 6/30/98........................ $24,800 $3,200 $ 900
Year Ended 6/30/97........................ $18,900 $2,400 $10,900
</TABLE>
4
<PAGE>
12. For the fiscal year ended June 30, 1999, 100% of service fees and distribu-
tion fees were paid out as compensation to Authorized Dealers.
<TABLE>
<CAPTION>
Compensation Paid to
Authorized Dealers for
End of Fiscal 1999*
----------------------
<S> <C>
Class A Shares........................................... $42,983
Class B Shares........................................... $ 555
Class C Shares........................................... $46,688
Class R Shares........................................... $ --
</TABLE>
- --------
* Reflects payments under the Fund's previous Plan in which Class A Shares
and Class C Shares were each subject to a .20% service fee and Class C
Shares were subject to a .55% distribution fee.
PLEASE RETAIN FOR FUTURE REFERENCE
5
<PAGE>
PART C: OTHER INFORMATION
Item 23. Exhibits.
<TABLE>
<C> <S> <C>
(a)(1) Articles of Incorporation*
(2) Amendments approved on October 15, 1987*
(3) Articles Supplementary*
(4) Articles of Amendment dated June 5, 1992*
(5) Articles Supplementary classifying Flagship Short Term
U.S. Government Fund Stock, Flagship Medium Term U.S.
Government Fund Stock and Flagship Long Term U.S. Govern-
ment Fund Stock*
(6) Articles of Amendment dated December 22, 1998.*
(b)(1) By-Laws*
(2) By-Laws as amended*
(3) Amended and Restated By-Laws*
(4) Amendment to By-Laws
(c)(1) Form of Certificate of Basic Value Fund Portfolio Stock*
(2) Form of Certificate of Plus Fund Portfolio Stock*
(3) Form of Certificate of Flagship Utility Income Fund Stock*
(4) Form of Certificate of Flagship Short Term U.S. Government
Fund Stock*
(5) Form of Certificate of Flagship Medium Term U.S. Govern-
ment Fund Stock*
(6) Form of Certificate of Flagship Long Term U.S. Government
Fund Stock*
(d)(1) Investment Management Agreement between Flagship Utility
Income Fund and Nuveen Advisory Corp., dated January 1,
1997*
(2) Renewal of Investment Management Agreement dated May 5,
1998*
(3) Form of Plus Fund Advisory Agreement*
(4) Instrument Relating to Typographical Error*
(5) Form of Investment Advisory Agreement--Flagship Short Term
U.S. Government Fund*
(6) Form of Investment Advisory Agreement--Flagship Medium
Term U.S. Government Fund*
(7) Form of Investment Advisory Agreement--Flagship Long Term
U.S. Government Fund*
(8) Investment Management Agreement between Nuveen Dividend
and Growth Fund and Nuveen Advisory Corp., dated December
31, 1998*
(e)(1) Distribution Agreement between Nuveen Taxable Funds Inc.
and John Nuveen & Co. Incorporated, dated January 1,
1997*
(2) Renewal of Distribution Agreement dated July 31, 1998*
(3) Selling Agreement*
(4) Form of Distribution Agreement--Flagship Short Term U.S.
Government Fund*
(5) Form of Distribution Agreement--Flagship Medium Term U.S.
Government Fund*
(6) Form of Distribution Agreement--Flagship Long Term U.S.
Government Fund*
(7) Distribution Agreement between Nuveen Taxable Funds Inc.
and John Nuveen & Co. Incorporated, dated December 31,
1998.*
(8) Renewal of Distribution Agreement dated July 30, 1999
(f) Not applicable
</TABLE>
C-1
<PAGE>
<TABLE>
<C> <S> <C>
(g) Custodian Agreement as amended*
(h)(1) Transfer Agent and Service Agreement between Nuveen Tax-
able Funds Inc. and Chase Global Funds Services Company*
(2) Asset Purchase Agreement*
(i)(1) Opinion and Consent of Counsel, Morgan, Lewis & Bockius
LLP
(2) Opinion and Consent of Counsel as to Series Stock*
(3) Opinion and Consent of Skadden, Arps, Slate, Meagher &
Flom as to Tax Matters*
(4) Opinion and Consent of Counsel as to validity of Flagship
Short, Medium and Long Term U.S. Government Fund Stock*
(j) Consent of Arthur Andersen LLP, Independent Public Accoun-
tants
(k) Not applicable
(l) Letter of Understanding relating to initial capital*
(m)(1) Distribution Plan*
(2) Service Agreement*
(3) Form of Distribution Plan--Flagship Short Term U.S. Gov-
ernment Fund*
(4) Form of Distribution Plan--Flagship Medium Term U.S. Gov-
ernment Fund*
(5) Form of Distribution Plan--Flagship Long Term U.S. Govern-
ment Fund*
(6) Plan of Distribution and Service Pursuant to Rule 12b-1
for the Class A Shares, Class B Shares and Class C Shares
of the Fund*
(n) Financial Data Schedule*
(o) Rule 18f-3 Plan*
(99)(a) Original Powers of Attorney for the Directors authorizing,
among others, Gifford R. Zimmerman and Larry W. Martin to
execute the Registration Statement*
(99)(b) Certified copy of Resolution of Board of Directors autho-
rizing the signing of the names of directors and officers
on the Registrant's Registration Statement pursuant to
power of attorney
(99)(c) Code of Ethics and Reporting Requirements*
</TABLE>
- --------
*Previously filed.
Item 24. Persons Controlled by or under Common Control with Registrant.
Not applicable.
C-2
<PAGE>
Item 25: Indemnification
Please see Article IX (S) 1 of the Registrant's By-Laws (Exhibit b) and
Section 2-418 of the Maryland General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant and the investment advisor and distributor pursuant to the
foregoing provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant and the
principal underwriter in connection with the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person or the Distributor in connection with the shares
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 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 26. Business and Other Connections of Investment Adviser.
Nuveen Advisory Corp. ("NAC") manages the Registrant and serves as
investment adviser or manager to other open-end and closed-end management
investment companies and to separately managed accounts. The principal
business address for all of these investment companies is 333 West Wacker
Drive, Chicago, Illinois 60606.
A description of any other business, profession, vocation or employment of a
substantial nature in which the directors or officers, of NAC who serve as
officers or directors of the Registrant has engaged during the last two years
for his account or in the capacity of director, officer, employee, partner or
trustee appears under "Management" in the Statement of Additional Information.
Such information for the remaining senior officers of NAC appears below:
<TABLE>
<CAPTION>
Name and Position with Other Business, Profession, Vocation or Employment During Past
NAC Two Years
---------------------- --------------------------------------------------------------
<S> <C>
John P. Amboian,
Executive Vice Executive Vice President of The Nuveen Company; President of
President............. John Nuveen & Co. Incorporated, Executive Vice President of
Nuveen Advisory Corp. and Nuveen Asset Management, Inc. and
Executive Vice President and Director of Rittenhouse Financial
Services, Inc.
</TABLE>
Item 27. Principal Underwriters.
(a) John Nuveen & Co. Incorporated ("Nuveen") acts as principal underwriter
to the following open-end management type investment companies: Nuveen
Flagship Multistate Trust I, Nuveen Flagship Multistate Trust II, Nuveen
Flagship Multistate Trust III, Nuveen Flagship Multistate Trust IV, Nuveen
Flagship Municipal Trust, Nuveen Municipal Money Market Fund, Inc., Nuveen
Money Market Trust and Nuveen Investment Trust, Nuveen Investment Trust II,
Nuveen Investment Trust III and Nuveen Taxable Funds Inc. Nuveen also acts as
depositor and principal underwriter of the Nuveen Tax-Exempt Unit Trust and
Nuveen Unit Trusts, 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 Performance
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 Investment
Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc.,
Nuveen Florida Investment Quality Municipal Fund, Nuveen New Jersey Investment
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 Municipal
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
C-3
<PAGE>
Municipal Fund, Nuveen California Quality Income Municipal Fund, Inc., Nuveen
New York Quality Income Municipal 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 Insured New York Premium Income Municipal Fund,
Inc., Nuveen Select Maturities Municipal Fund, Nuveen Arizona Premium Income
Municipal Fund, Inc., Nuveen Insured Florida Premium Income Municipal Fund,
Nuveen Michigan Premium Income Municipal Fund, Inc., Nuveen New Jersey 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
Virginia 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, Nuveen Dividend Advantage Municipal
Fund, Nuveen California Dividend Advantage Municipal Fund and Nuveen New York
Dividend Advantage Municipal Fund.
C-4
<PAGE>
(b)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- -------------------------------------------------------------------------------
<S> <C> <C>
Timothy R. Schwertfeger Chairman of the Board, Chairman of the Board
333 West Wacker Drive Chief Executive Officer and Director
Chicago, IL 60606 and Director
John P. Amboian President None
333 West Wacker Drive
Chicago, IL 60606
William Adams IV Vice President None
333 West Wacker Drive
Chicago, IL 60606
Alan G. Berkshire Vice President and Secretary Vice President and
333 West Wacker Drive Assistant Secretary
Chicago, IL 60606
Clifton L. Fenton Vice President None
333 West Wacker Drive
Chicago, IL 60606
Kathleen M. Flanagan Vice President None
333 West Wacker Drive
Chicago, IL 60606
Stephen D. Foy Vice President Vice President and
333 West Wacker Drive Controller
Chicago, IL 60606
Michael G. Gaffney Vice President None
333 West Wacker Drive
Chicago, IL 60606
Richard D. Hughes Vice President None
Two Radnor Corporate Center
Radnor, PA 19087
Anna R. Kucinskis Vice President None
333 West Wacker Drive
Chicago, IL 60606
Robert B. Kuppenheimer Vice President None
19900 MacArthur Blvd.
Irvine, CA 92612
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
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
Paul C. Williams Vice President None
333 West Wacker Drive
Chicago, IL 60606
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
Positions and
Name and Principal Positions and Offices Offices
Business Address with Underwriter with Registrant
- -----------------------------------------------------------------------------------
<S> <C> <C>
Margaret E. Wilson Vice President and None
333 West Wacker Drive Corporate Controller
Chicago, IL 60606
Gifford R. Zimmerman Vice President Vice President and
333 West Wacker Drive and Assistant Secretary Secretary
Chicago, IL 60606
</TABLE>
(c) Not applicable.
Item 28. Location of Accounts and Records.
Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606,
maintains the Articles of Incorporation, By-Laws, minutes of directors and
shareholder meetings and contracts of the Registrant and all advisory material
of the investment adviser.
The Chase Manhattan Bank, 4 New York Plaza, New York, New York 10004
maintains all general and subsidiary ledgers, journals, trial balances,
records of all portfolio purchases and sales, and all other required records
not maintained by Nuveen Institutional Advisory Corp., or Chase Global Funds
Services Company.
Chase Global Funds Services Company, 73 Tremont Street, Boston,
Massachusetts 02108 maintains all the required records in its capacity as
transfer, dividend paying, and shareholder service agent for the Fund.
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement under paragraph
(b) of Rule 485 under the Securities Act and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in
the City of Chicago, and State of Illinois, on the 28th day of October, 1999.
NUVEEN TAXABLE FUNDS INC.
/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
--------- ----- ----
<C> <C> <S>
/s/ Stephen D. Foy
-------------------------------
Stephen D. Foy Vice President and October 28, 1999
Controller (Principal
Financial and
Accounting Officer)
Timothy R. Schwertfeger Chairman of the Board,
President and Director
(Principal Executive
Officer)
Robert P. Bremner Director
Lawrence H. Brown Director
Anne E. Impellizzeri Director
Peter R. Sawers Director
William J. Schneider Director
Judith M. Stockdale Director
</TABLE>
/s/ Gifford R. Zimmerman
By__________________________
Gifford R. Zimmerman
Attorney-in-Fact
October 28, 1999
An original power of attorney authorizing, among others, Gifford R. Zimmerman
and Larry W. Martin to execute this Registration Statement, and Amendments
thereto, for each of the directors of Registrant on whose behalf this
Registration Statement is filed, has been executed and was previously filed as
an Exhibit.
C-7
<PAGE>
SCHEDULE OF EXHIBITS TO FORM N-1A
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit Number
------- ------- ------
<C> <S> <C>
(b)(4) Amendment to By-Laws
(e)(8) Renewal of Distribution Agreement dated July 30, 1999
(i)(1) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP
(j) Consent of Arthur Andersen LLP, Independent Public Accoun-
tants
99(b) Certified copy of Resolution of Board of Directors autho-
rizing the signing of the names of directors and officers
on the Registrant's Registration Statement pursuant to
power of attorney
</TABLE>
C-8
<PAGE>
Exhibit (b)(4)
Amendment to By-Laws
of
Flagship Admiral Funds Inc.
The By-Laws of Flagship Admiral Funds Inc., a Maryland corporation, (the "Fund")
have been amended by unanimous vote of the Board of Directors at a meeting duly
called, convened and held on October 29, 1998, to read as follows:
WHEREAS, the Fund's By-Laws permit shareholders to cast a vote at any
regular or special meeting of shareholders either in person or by proxy;
and
WHEREAS, such proxies are currently returned to the Fund by means of the
United States Postal Service or by overnight courier; and
WHEREAS, the Board now deems it beneficial to include the submission of
proxies by telephonic and electronic means.
NOW, THEREFORE, BE IT RESOLVED, that the Fund's by-laws be amended to
include the following:
Article II - Meetings of Stockholders - Section 8.1 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
Fund 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 (including,
without limitation, instructions transmitted over the Internet) 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.
<PAGE>
Exhibit (e)(8)
Renewal of Distribution Agreement
This Agreement made this 30th day of July, 1999 by and between Nuveen Taxable
Funds Inc. (formerly, Flagship Utility Income Fund, a series of Flagship Admiral
Funds Inc.), a Maryland corporation (the "Fund"), and John Nuveen & Co.
Incorporated, a Delaware corporation (the "Underwriter");
WHEREAS, the parties hereto are the contracting parties under that certain
Distribution Agreement (the "Agreement") pursuant to which the Underwriter acts
as agent for the distribution of shares of the Fund; and
WHEREAS, the Agreement terminates August 1, 1999 unless continued in the manner
required by the Investment Company Act of 1940;
WHEREAS, the Board of Directors of the Fund, at a meeting called for the purpose
of reviewing the Agreement has approved the Agreement and its continuance until
August 1, 2000 in the manner required by the Investment Company Act of 1940;
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 2000 and ratify and confirm the Agreement in all respects.
NUVEEN TAXABLE FUNDS INC.
By: /s/ Gifford R. Zimmerman
---------------------------------
Vice President
ATTEST:
/s/ Karen L. Healy
- ---------------------------------
Assistant Secretary
JOHN NUVEEN & CO. INCORPORATED
By: /s/ Larry Martin
---------------------------------
Vice President
ATTEST:
/s/ Nicholas Dalmaso
- ---------------------------------
Assistant Secretary
<PAGE>
Exhibit (i)(1)
October 28, 1999
Nuveen Taxable Funds Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Re: Opinion of Counsel regarding Post-Effective Amendment No. 29 to the
Registration Statement filed on Form N-1A under the Securities Act of 1933 (File
No. 002-84470).
Ladies and Gentlemen:
We have acted as counsel for Nuveen Taxable Funds Inc., a Maryland
corporate ("Fund"), in connection with the above-referenced Registration
Statement on Form N-1A (as amended, the "Registration Statement") which relates
to the Class A Shares, Class B Shares, Class C Shares and Class R Shares,
(collectively, the "Shares") par value $.01 per share, of the following series
of the Fund; Nuveen Dividend and Growth Fund (the "Series"). This opinion is
being delivered to you in connection with the Fund's filing of Post-Effective
Amendment No. 29 to the Registration Statement (the "Amendment") to be filed
with the Securities and Exchange Commission on or about October 28, 1999
pursuant to Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With
your permission, all assumptions and statements of reliance herein have been
made without any independent investigation or verification on our part except to
the extent otherwise expressly stated, and we express no opinion with respect to
the subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:
(a) a certificate of the Maryland State Department of Assessments and
Taxation (the "Department") as to the existence and good standing of the Fund;
(b) copies, certified by the Department of the Fund's Articles of
Incorporation and of all amendments and all supplements thereto (the "Charter");
(c) a certificate executed by Karen L. Healy, the Assistant Secretary
of the Fund certifying as to, and attaching copies of, the Fund's Charter and
the By-Laws, as amended (the "By-Laws"), and certain resolutions adopted by the
Board of Directors of the Fund authorizing the issuance of the Shares; and
<PAGE>
(d) a printer's proof, dated October 26, 1999 of the Amendment.
In our capacity as counsel to the Fund, we have examined the
originals, or certified, conformed or reproduced copies, of all records,
agreements, instruments and documents as we have deemed relevant or necessary as
the basis for the opinions hereinafter expressed. In all such examinations, we
have assumed the legal capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of all original or certified
copies, and the conformity to original or certified copies of all copies
submitted to us as conformed or reproduced copies. As to various questions of
fact relevant to such opinion, we have relied upon, and assume the accuracy of,
certificates and oral or written statements of public officials and officers or
representatives of the Fund. We have assumed that the Registration Statement, as
filed with the Securities and Exchange Commission, will be in substantially the
form of the printer's proof referred to in paragraph (d) above.
Based upon, and subject to, the limitations set forth herein, we are
of the opinion that the Shares, when issued and sold in accordance with the
Fund's Charter and By-Laws, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and nonassessable
under the laws of the State of Maryland.
The opinion expressed herein is limited to the laws of the State of
Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit (j)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
dated August 20, 1999, and to all references to our Firm included in or made a
part of this registration statement of Nuveen Taxable Funds Inc. (comprised of
the Nuveen Dividend and Growth Fund).
ARTHUR ANDERSEN LLP
Chicago, Illinois
October 25, 1999
<PAGE>
Exhibit (99)(B)
Certified Resolution
--------------------
The undersigned, Gifford R. Zimmerman, hereby certifies, on behalf of Nuveen
Taxable Funds Inc. (the "Fund"), (1) that he is the duly elected, qualified and
acting Secretary of the Fund, and that as such Secretary he has custody of its
corporate books and records, (2) that attached to this Certificate is the true
and correct copy of a resolution duly adopted by the Board of Trustees of the
Fund at a meeting held on February 1, 1999, and (3) that said resolution has not
been amended or rescinded and remains in full force and effect.
October 19, 1999
/s/ Gifford R. Zimmerman
---------------------------------
Gifford R. Zimmerman, Secretary
