To the Board of Directors of
Nuveen Dividend and Growth Fund:
In planning and performing our audit of the financial
statements of NUVEEN DIVIDEND AND GROWTH
FUND (one of the series constituting the Nuveen Taxable
Funds Inc. (a Maryland corporation)) for the year ended
June 30, 2000, we considered its internal control, including
control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, and not to
provide assurance on internal control.
The management of Nuveen Dividend and Growth Fund
is responsible for establishing and maintaining internal
control. In fulfilling this responsibility, estimates and
judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entitys
objective of preparing financial statements for external
purposes that are fairly presented in conformity with
generally accepted accounting principles. Those controls
include the safeguarding of assets against unauthorized
acquisition, use or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected. Also, projection of
any evaluation of internal control to future periods is
subject to the risk that it may become inadequate because
of changes in conditions or that the effectiveness of the
design and operation may deteriorate.
Our consideration of internal control would not
necessarily disclose all matters in internal control that
might be material weaknesses under standards established
by the American Institute of Certified Public Accountants.
A material weakness is a condition in which the design or
operation of one or more of the internal control
components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected
within a timely period by employees in the normal course
of performing their assigned functions. However, we
noted no matters involving internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined
above as of June 30, 2000.
This report is intended solely for the information and use
of management and the Board of Directors of Nuveen
Dividend and Growth Fund and the Securities and
Exchange Commission.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
August 23, 2000
