485BXT 1 d485bxt.htm NUVEEN INVESTMENT TRUST II Nuveen Investment Trust II

As filed with the Securities and Exchange Commission on
or about August 28, 2007

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

¨

 

Registration No. 333-33607

 

Pre-Effective Amendment No.         

¨

Post-Effective Amendment No.   34  

x

 

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

¨

 

Registration No. 811-08333

Amendment No.   35  

x

 

 

Nuveen Investment Trust II

(Exact Name of Registrant as Specified in Declaration of Trust)

 

333 West Wacker Drive, Chicago, Illinois   60606
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (312) 917-7700

 

 

Kevin J. McCarthy   Copies to:
Vice President and Secretary   Eric F. Fess
333 West Wacker Drive   Chapman and Cutler LLP
Chicago, Illinois 60606   111 West Monroe Street
(Name and Address of Agent for Service)   Chicago, Illinois 60603

 

 

Approximate Date of Proposed Public Offering:    As soon as practicable after effectiveness

It is proposed that this filing will become effective (check appropriate box):

 

¨        immediately upon filing pursuant to paragraph (b)

x       on September 28, 2007 pursuant to paragraph (b)

¨        60 days after filing pursuant to paragraph (a)(1)

¨        on (date) pursuant to paragraph (a)(1)

¨        75 days after filing pursuant to paragraph (a)(2)

¨        on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

  ¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

CONTENTS

 

OF

 

POST-EFFECTIVE AMENDMENT NO. 34

 

This Post-Effective Amendment to the Registration Statement comprises the following papers and contents:

 

The Facing Sheet

 

Part C—Other Information

 

Signatures

 

 

Nuveen Investment Trust II is a multi-series investment company that consists of 13 series. Twelve of those series, the Nuveen Santa Barbara Growth Fund, the Nuveen Santa Barbara Dividend Growth Fund, the Nuveen Rittenhouse Growth Fund, the Nuveen Tradewinds Global All-Cap Fund, the Nuveen Tradewinds International Value Fund, the Nuveen Symphony Large-Cap Value Fund, the Nuveen Tradewinds Global Resources Fund, the Nuveen Symphony All-Cap Core Fund, the Nuveen Symphony Mid-Cap Core Fund, the Nuveen Symphony Small-Mid Cap Core Fund, the Nuveen Symphony Large-Cap Growth Fund and the Nuveen Santa Barbara Growth Opportunities Fund are not included in this amendment to the Registration Statement and are not affected by this amendment to the Registration Statement.

The sole purpose of this filing is to delay the effectiveness of Registrant’s Post-Effective Amendment No. 30 to its Registration Statement until September 28, 2007. Parts A and B of Registrant’s Post-Effective Amendment No. 30 under the Securities Act of 1933 and Amendment No. 31 under the Investment Company Act of 1940, filed on June 19, 2007, are incorporated by reference herein.

PART C—OTHER INFORMATION

 

Item 23: Exhibits:

 

(a)(1).    Declaration of Trust of Registrant.(1)
(a)(2).    Certificate for the Establishment and Designation of Series dated June 27, 1997.(1)
(a)(3).    Certificate for the Establishment and Designation of Classes dated June 27, 1997.(1)
(a)(4).    Amended and Restated Establishment and Designation of Series dated August 13, 1997.(1)
(a)(5).    Amended Establishment and Designation of Series dated September 11, 2000.(9)
(a)(6).    Amended Designation of Series dated October 7, 2002.(13)
(a)(7).    Amended Designation of Series dated December 19, 2005.(16)
(a)(8).    Amended Designation of Series dated February 20, 2006.(17)
(a)(9).    Amended Designation of Series dated September 15, 2006.(20)
(b)(1).    By-Laws of Registrant.(1)
(b)(2).    By-Laws of Registrant.(22)
(c).    Specimen certificate of Shares of the Registrant.(2)
(d)(1).    Management Agreement between Registrant and Nuveen Institutional Advisory Corp.(2)
(d)(2).    Sub-Advisory Agreement between Nuveen Institutional Advisory Corp. and Rittenhouse.(2)
(d)(3).    Management Agreement between Registrant and Nuveen Institutional Advisory Corp.(7)
(d)(4).    Investment Sub-Advisory Agreements between Nuveen Institutional Advisory Corp. and Columbus Circle Investors, LLC.(7)
(d)(5).    Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp. and NWQ Investment Management Company, LLC.(13)
(d)(6).    Renewal of Investment Management Agreement between Registrant and Nuveen Institutional Advisory Corp.(13)
(d)(7).    Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp. and Rittenhouse Asset Management, Inc.(13)
(d)(8).    Notice of Continuation of Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp. and NWQ Investment Management Company, LLC.(13)
(d)(9).    Amendment and Renewal of Management Agreement between Registrants and Nuveen Institutional Advisory Corp.(14)
(d)(10).    Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp. and Rittenhouse Asset Management, Inc.(14)
(d)(11).    Notice of Continuation of Investment Sub-Advisory Agreement between Nuveen Institutional Advisory Corp. and NWQ Investment Management Company, LLC.(14)
(d)(12).    Management Agreement between Registrant and Nuveen Asset Management.(15)
(d)(13).    Investment Sub-Advisory Agreement between Nuveen Asset Management and Rittenhouse Asset Management, Inc.(15)
(d)(14).    Investment Sub-Advisory Agreement between Nuveen Asset Management and Tradewinds NWQ Global Investors, LLC.(19)
(d)(15).    Form Investment Sub-Advisory Agreement between Nuveen Asset Management and Santa Barbara Asset Management.(19)
(d)(16).    Form of Investment Sub-Advisory Agreement between Nuveen Asset Management and Symphony Asset Management.(19)
(d)(17).    Management Agreement between Registrant and Nuveen Asset Management.(18)
(d)(18).    Amended Management Agreement between Registrant and Nuveen Asset Management.(19)
(d)(19).    Temporary Expense Cap Agreement by and between Registrant and Nuveen Asset Management.(19)
(d)(20).    Renewal of Investment Management Agreement between Registrant and Nuveen Asset Management.(21)
(d)(21).    Amendment to Schedule A and Schedule B of the Management Agreement dated November 15, 2006.(23)

 

C-1

(d)(22).    Investment Sub-Advisory Agreement between Nuveen Asset Management and Symphony Asset Management.(23)
(d)(23).    Form of Investment Sub-Advisory Agreement between Nuveen Asset Management and Tradewinds NWQ Global Investors, LLC.(23)
(e)(1).    Distribution Agreement between Registrant and Nuveen Investments.(4)
(e)(2).    Renewal of Distribution Agreement between Registrant and Nuveen Investments, LLC.(11)
(e)(3).    Renewal of Distribution Agreement between Registrant and Nuveen Investments, LLC.(13)
(e)(4).    Renewal of Distribution Agreement between Registrant and Nuveen Investments, LLC.(14)
(e)(5).    Renewal of Distribution Agreement between Registrant and Nuveen Investments, LLC.(15)
(e)(6).    Renewal of Distribution Agreement between Registrant and Nuveen Investments, LLC.(21)
(e)(7).    Form Dealer Distribution Shareholder Servicing and Fee-Based Program Agreement.(21)
(e)(8).    Form Nuveen Funds Rule 22c-2 Agreement.(21)
(f).    Not applicable.
(g)(1).    Custodian Agreement between Registrant and The Chase Manhattan Bank.(7)
(g)(2).    Global Custody Agreement between Registrant and The Chase Manhattan Bank.(7)
(g)(3).    Amended and Restated Master Custodian Agreement between certain Nuveen Funds and State Street Bank and Trust Company.(18)
(g)(4).    Amended Appendix A to the Custodian Agreement dated May 29, 2006.(19)
(g)(5).    Appendix A to Master Custodian Agreement between certain Nuveen Funds and State Street Bank and Trust Company.(23)
(h)(1).    Transfer Agency Agreement between Registrant and Chase Global Funds Services Company.(3)
(h)(2).    Amended Schedule to the Transfer Agency Agreement dated March 23, 2006.(18)
(h)(3).    Amended Schedule to the Transfer Agency Agreement dated May 31, 2006.(19)
(h)(4).    Transfer Agency and Service Agreement between certain Nuveen Funds and State Street Bank and Trust Company.(21)
(h)(5).    Schedule A to Transfer Agency and Service Agreement between Nuveen Open-End Service Agreement between Nuveen Open-End Investment Companies and State Street Bank and Trust Company.(23)
(i)(1).    Opinion and Consent of Bell, Boyd & Lloyd, dated November 12, 1997.(2)
(i)(2).    Opinion and Consent of Bingham, Dana & Gould, dated November 13, 1997.(2)
(i)(3).    Opinion and Consent of Chapman and Cutler dated November 24, 1999.(6)
(i)(4).    Opinion and Consent of Chapman and Cutler dated December 17, 1999.(7)
(i)(5).    Opinion and Consent of Bingham, Dana and Gould dated December 17, 1999.(7)
(i)(6).    Opinion and Consent of Chapman and Cutler dated January 11, 2000.(7)
(i)(7).    Opinion and Consent of Chapman and Cutler dated September 26, 2000.(9)
(i)(8).    Opinion and Consent of Bingham Dana LLP dated September 26, 2000.(10)
(i)(9).    Opinion and Consent of Chapman and Cutler dated November 28, 2001.(11)
(i)(10).    Opinion and Consent of Chapman and Cutler dated October 4, 2002.(12)
(i)(11).    Opinion and Consent of Bingham McCutchen LLP dated October 4, 2002.(12)
(i)(12).    Opinion and Consent of Chapman and Cutler LLP dated November 28, 2003.(13)
(i)(13).    Opinion and Consent of Chapman and Cutler LLP dated November 29, 2004.(14)
(i)(14).    Opinion and Consent of Chapman and Cutler LLP dated November 28, 2005.(15)
(i)(15).    Opinion and Consent of Chapman and Cutler LLP dated March 28, 2006.(18)
(i)(16).    Opinion and Consent of Bingham McCutchen LLP dated March 28, 2006.(18)
(i)(17).    Opinion and Consent of Chapman and Cutler LLP dated June 1, 2006.(19)
(i)(18).    Opinion and Consent of Bingham McCutchen LLP dated May 31, 2006.(19)
(i)(19).    Opinion and Consent of Chapman and Cutler dated October 19, 2006.(21)
(i)(20).    Opinion and Consent of Chapman and Cutler LLP dated October 19, 2006.(22)
(i)(21).    Opinion and Consent of Bingham McCutchen LLP dated November 28, 2006.(22)
(i)(22).    Opinion and Consent of Chapman and Cutler LLP dated November 28, 2006.(22)
(i)(23)    Opinion and Consent of Chapman and Cutler LLP dated March 26, 2007.(23)
(i)(24)    Opinion and Consent of Bingham McCutchen LLP dated March 23, 2007.(23)
(i)(25)    Opinion and Consent of Chapman and Cutler LLP dated July 20, 2007.(25)

 

C-2

(j).    Consent of Independent Registered Public Accounting Firm.(25)
(k).    Not applicable.
(l).    Subscription Agreement with Nuveen Institutional Advisory Corp.(2)
(m)(1).    Plan of Distribution and Service Pursuant to Rule 12b-1 for the Class A Shares, Class B Shares and Class C Shares for the Registrant dated July 24, 1997 (as amended May 17, 1998).(3)
(m)(2).    Plan of Distribution and Service Pursuant to Rule 12b-1 for the Class D Shares for the Registrant dated November 16, 2000.(21)
(m)(3).    Plan of Distribution and Service Pursuant to Rule 12b-1.(23)
(n).    Multi-Class Plan.(2)
(p)(1).    Codes of Ethics of the Registrant, Principal Underwriter and Investment Adviser.(14)
(p)(2).    Code of Ethics of Rittenhouse Asset Management, Inc.(14)
(p)(3).    Code of Ethics of NWQ Investment Management Company, LLC.(12)
(p)(4).    Code of Ethics and Reporting Requirements of certain Subsidiaries of Nuveen Investments, Inc.(21)
(p)(5)    Code of Ethics and Reporting Requirements of certain Subsidiaries of Nuveen Investments, Inc.(23)
(z)(1).    Original Powers of Attorney for Messrs. Schwertfeger, Evans, Leafstrand, Bacon, Kissick, and Ms. Wellington, Trustees, authorizing, among others, Alan G. Berkshire, Nicholas Dalmaso, Jessica R. Droeger, Larry W. Martin and Gifford R. Zimmerman to execute the Registration Statement.(8)
(z)(2).    Original Power of Attorney of Mr. Bennett, authorizing among others, Nicholas Dalmaso, Jessica R. Droeger, Larry W. Martin and Gifford R. Zimmerman to execute the Registration Statement.(11)
(z)(3).    Original Powers of Attorney of Mr. Bremner, Mr. Brown, Ms. Impellizzeri, Mr. Sawers,
Mr. Schneider and Ms. Stockdale, authorizing among others, Jessica R. Droeger, Larry W. Martin and Gifford R. Zimmerman to execute the Registration Statement.(13)
(z)(4).    Original Power of Attorney of Mr. Hunter authorizing among others, Jessica R. Droeger, Larry W. Martin and Gifford R. Zimmerman to execute the Registration Statement.(14)
(z)(5).    Original Power of Attorney of Ms. Stone authorizing among others, Jessica R. Droeger, Larry W. Martin and Gifford R. Zimmerman to execute the Registration Statement.(23).
(z)(6).    Original Powers of Attorney of Messrs. Schwertfeger, Evans, Scheider, Brown, Bremner, Hunter, Kundert, Sunshine, Ms. Stockdale and Ms. Stone.(24)
(1) Incorporated by reference to the initial registration statement filed on Form N-1A for Registrant.
(2) Incorporated by reference to the pre-effective amendment no. 1 filed on Form N-1A for Registrant.
(3) Incorporated by reference to the post-effective amendment no. 1 filed on Form N-1A for Registrant.
(4) Incorporated by reference to the post-effective amendment no. 2 filed on Form N-1A for Registrant.
(5) Incorporated by reference to the post effective amendment no. 3 filed on Form N-1A for Registrant.
(6) Incorporated by reference to the post-effective amendment no. 4 filed on Form N-1A for Registrant.
(7) Incorporated by reference to the post-effective amendment no. 5 filed on Form N-1A for Registrant.
(8) Incorporated by reference to the post-effective amendment no. 6 filed on Form N-1A for Registrant.
(9) Incorporated by reference to the post-effective amendment no. 7 filed on Form N-1A for Registrant.
(10) Incorporated by reference to the post-effective amendment no. 8 filed on Form N-1A for Registrant.
(11) Incorporated by reference to the post-effective amendment no. 9 filed on Form N-1A for Registrant.
(12) Incorporated by reference to the post-effective amendment no. 11 filed on Form N-1A for Registrant.
(13) Incorporated by reference to the post-effective amendment no. 12 filed on Form N-1A for Registrant.
(14) Incorporated by reference to the post-effective amendment no. 13 filed on Form N-1A for Registrant.
(15) Incorporated by reference to the post-effective amendment no. 15 filed on Form N-1A for Registrant.
(16) Incorporated by reference to the post-effective amendment no. 16 filed on Form N-1A for Registrant.
(17) Incorporated by reference to post-effective amendment no. 17 filed on Form N-1A for Registrant.
(18) Incorporated by reference to post-effective amendment no. 18 filed on Form N-1A for Registrant.
(19) Incorporated by reference to post-effective amendment no. 19 filed on Form N-1A for Registrant.
(20) Incorporated by reference to post-effective amendment no. 21 filed on Form N-1A for Registrant.
(21) Incorporated by reference to post-effective amendment no. 23 filed on Form N-1A for Registrant.
(22) Incorporated by reference to post-effective amendment no. 24 filed on Form N-1A for Registrant.
(23) Incorporated by reference to post-effective amendment no. 26 filed on Form N-1A for Registrant.
(24) Incorporated by reference to post-effective amendment no. 30 filed on Form N-1A for Registrant.
(25) Incorporated by reference to post-effective amendment no. 31 filed on Form N-1A for Registrant.

 

C-3

Item 24: Persons Controlled by or under Common Control with Fund.

Not applicable.

 

Item 25: Indemnification

Section 4 of Article XII of Registrant’s Declaration of Trust provides as follows:

 

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;

 

(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.

 

C-4

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, anyone 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.

 

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 word “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

 

 

The trustees and officers of the Registrant are covered by Investment Trust Errors and Omission policies in the aggregate amount of $50,000,000 (with a maximum deductible of $500,000) against liability and expenses of claims of wrongful 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 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 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 26: Business and Other Connections of Investment Adviser

(a) Nuveen Asset Management (“NAM”) 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 and the persons named below 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 and officers of NAM who serve as officers or Trustees of the Registrant have engaged during the last two years for his or her 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 NAM appears below:

 

Name and Position with NAM

   

Other Business, Profession, Vocation or
Employment During Past Two Years

John P. Amboian, Chief Executive Officer, President and Director    President, Chief Executive Officer (since July 2007) and Director of Nuveen Investments, Inc., Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Investments, LLC, NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC.

 

C-5

Name and Position with NAM

   

Other Business, Profession, Vocation or
Employment During Past Two Years

Stuart J. Cohen, Vice President, Assistant Secretary

and Assistant General Counsel

   

Vice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Investments Holdings, Inc., NWQ Holdings, LLC, Nuveen Investments Institutional Services Group LLC and Rittenhouse Asset Management, Inc.; Vice President of Nuveen Investments Advisers Inc.; and Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Santa Barbara Asset Management, LLC and Symphony Asset Management LLC.

Sherri A. Hlavacek, Vice President and Corporate

Controller

   

Vice President and Corporate Controller of Nuveen Investments, LLC, Nuveen Investments Holdings, Inc., Nuveen Investments Advisers Inc. and Rittenhouse Asset Management, Inc.; Vice President and Controller of Nuveen Investments, Inc.; Vice President of NWQ Holdings, LLC and Nuveen Investments Advisers Inc.; Certified Public Accountant.

Mary E. Keefe, Managing Director and Chief Compliance

Officer

   

Vice President, Managing Director and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., Nuveen Investments Advisers Inc., Rittenhouse Asset Management, Inc., Symphony Asset Management, LLC, Santa Barbara Asset Management LLC and HydePark Investment Strategies, LLC; Managing Director of Nuveen Investments Institutional Services Group LLC.

John L. MacCarthy, Senior Vice President, Secretary and General

Counsel

   

Senior Vice President, Secretary and General Counsel (since March 2006) of Nuveen Investments, Inc., Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., and Nuveen Investments Holdings, Inc.; Senior Vice President and Secretary of Nuveen Investments Advisers Inc., NWQ Holdings, LLC, and Nuveen Investments Institutional Services Group LLC; Secretary of NWQ Investment Management Company, LLC and Tradewinds Global Investors, LLC; and Secretary of Symphony Asset Management, LLC and Santa Barbara Asset Management, LLC; formerly, Partner in the law firm of Winston & Strawn LLC.

 

C-6

Name and Position with NAM

   

Other Business, Profession, Vocation or
Employment During Past Two Years

Glenn R. Richter, Executive Vice President

    Executive Vice President and Chief Administrative Officer of Nuveen Investments, Inc.; Executive Vice President of Nuveen Investments, LLC; Executive Vice President of Nuveen Investments Holdings, Inc.; Chief Administrative Officer of NWQ Holdings, LLC.
* Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were organized into Nuveen Asset Management, effective January 1, 2005.

 

(b) Rittenhouse acts as sub-investment adviser to the Registrant for the Nuveen Rittenhouse Growth Fund and serves as investment 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 Five Radnor Corporate Center, Suite 300, Radnor, PA 19087, except Mr. Schwertfeger’s, Mr. Amboian’s, Mr. MacCarthy’s, Mr. Cohen’s, Mr. D’Arrigo’s, Ms. Hlavacek’s, Ms. Keefe’s, Mr. Martin’s and Mr. Zimmerman’s address is 333 W. Wacker Drive, Chicago, IL 60606:

 

Name

   

Positions and Offices
with Rittenhouse

   

Other Business, Profession, Vocation or
Employment During Past Two Years

Timothy R. Schwertfeger    Chairman, Chief Executive Officer and Director    Chairman (since 1999) and Trustee (since 1996) of the funds advised by Nuveen Asset Management; Chairman (since 1996) and Director of Nuveen Investments, Inc., Nuveen Investments, LLC; formerly, Director (1996-2006) of Institutional Capital Corporation; Chairman and Director (since 1997) of Nuveen Asset Management; Chairman of Nuveen Investments Advisers, Inc. (since 2002); formerly, Chairman and Director (1996-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*
 
John P. Amboian    President and Director    President and Director of Nuveen Investments, Inc., Rittenhouse Asset Management, Inc., Nuveen Asset Management, Nuveen Investments Advisers Inc., and Nuveen Investments Holdings, Inc.; President of Nuveen Investments, LLC, NWQ Holdings, LLC and Nuveen Investments Institutional Services Group LLC; formerly, President and Director of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*
 
John L. MacCarthy    Senior Vice President, Secretary & General Counsel    Senior Vice President, Secretary and General Counsel (since March 2006) of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset Management and Nuveen Investments Holdings, Inc.; Senior Vice President and Secretary of Nuveen Investments Advisers Inc., NWQ Holdings, LLC, and Nuveen Investments Institutional Services Group LLC; Secretary of NWQ Investment Management Company, LLC and Tradewinds Global Investors, LLC; and Secretary of Symphony Asset Management, LLC and Santa Barbara Asset Management, LLC; formerly, Partner in firm of Winston & Strawn LLC.

 

C-7

Name

   

Positions and Offices
with Rittenhouse

   

Other Business, Profession, Vocation or
Employment During Past Two Years

Stuart J. Cohen    Vice President, Assistant Secretary and Assistant General Counsel    Vice President and Assistant Secretary of Nuveen Investments, LLC, Nuveen Investments Holdings, Inc., NWQ Holdings, LLC, Nuveen Investments Institutional Services Group LLC and Rittenhouse Asset Management, Inc.; Vice President of Nuveen Investments Advisers Inc.; and Assistant Secretary of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Santa Barbara Asset Management, LLC and Symphony Asset Management LLC.
 
William L. Conrad    Managing Director and Vice President   

None

 
Nancy Crouse    Managing Director and Vice President    Previously, Senior Vice President/Senior Portfolio Manager at Delaware Investments (1993-2005)
 
Peter H. D’Arrigo    Vice President and Treasurer    Vice President of Nuveen Investments, LLC (since 1999); Vice President and Treasurer (since 1999) of Nuveen Investments, Inc.; Vice President and Treasurer (1999-2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*; Vice President and Treasurer of Nuveen Asset Management (since 2002), Nuveen Investments Advisers Inc. (since 2002), Symphony Asset Management LLC (since 2003) and Santa Barbara Asset Management, LLC (since 2006); Assistant Treasurer of NWQ Investment Management Company, LLC. (since 2002) and Tradewinds Global Investors, LLC (since 2006); Vice President and Treasurer of Rittenhouse Asset Management, Inc. and Symphony Asset Management LLC (since 2003); Chartered Financial Analyst.

 

C-8

Name

   

Positions and Offices
with Rittenhouse

   

Other Business, Profession, Vocation or
Employment During Past Two Years

Sherri A. Hlavacek    Vice President and Corporate Controller    Vice President and Corporate Controller of Nuveen Investments, LLC, Nuveen Investments Holdings, Inc., Nuveen Investments Advisers Inc. and Nuveen Asset Management; Vice President and Controller of Nuveen Investments, Inc.; Vice President of NWQ Holdings, LLC and Nuveen Investments Advisers Inc.; Certified Public Accountant.
 
James J. Jolinger   

Managing Director and Vice President

Director of Research

Portfolio Manager

    Portfolio Manager and Executive Director (1997-2003), Morgan Stanley Investment Management, Inc.
 
Mary E. Keefe    Managing Director and Chief Compliance Officer    Vice President, Managing Director and Director of Compliance of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Nuveen Investments Holdings, Inc., and Rittenhouse Asset Management, Inc.; Chief Compliance Officer of Symphony Asset Management, LLC and NWQ Investment Management Company, LLC; Managing Director of Nuveen Investments Institutional Services Group LLC; formerly, Managing Director and Chief Compliance Officer (2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*; formerly, Head of Global Compliance (January 2004-May 2004) of Citadel Investment Group; formerly, Director, Midwest Regional Office (1994-2003) United States Securities and Exchange Commission.
 
Michael H. Lewers    Managing Director and Vice President   

None

 
Larry W. Martin    Vice President, Assistant Secretary and Assistant General Counsel    Vice President, Assistant Secretary and Assistant General Counsel of Nuveen Investments, LLC; formerly, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. (1988-2004)*; Vice President (since 2005) and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President (since 2000); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC and Symphony Asset Management LLC (since 2002) and Tradewinds Global Investors, LLC (since 2006).
 
Leonard H. McCandless   

Vice President

Portfolio Manager

    Director, The Haverford Trust Company and Financial Consultant, AAA Midatlantic Automobile Club and its subsidiary Keystone Insurance Company.
 

 

C-9

Name

   

Positions and Offices
with Rittenhouse

   

Other Business, Profession, Vocation or
Employment During Past Two Years

Robert A. Norton, Jr.   

Vice President

and Portfolio Manager

   

None

 
Daniel C. Roarty    Managing Director and Vice President   

None

 
John P. Waterman    Chief Investment Officer   

None

 
Margaret S. Woolley    Vice President, Director of Trading   

None

 
Gifford R. Zimmerman    Managing Director, Associate General Counsel and Assistant Secretary    Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly, Vice President and Assistant General Counsel, of Nuveen Investments, LLC; Managing Director (since 2002), Associate General Counsel and Assistant Secretary, formerly, Vice President (since 2000) of Nuveen Asset Management; Assistant Secretary of NWQ Investment Management Company, LLC (since 2002) and Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. (since 2003); Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Assistant Secretary (since 2006) of Tradewinds Global Investors, LLC and Santa Barbara Asset Management, LLC; formerly, Managing Director (since 2002), General Counsel (1998-2005) and Assistant Secretary, Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.*; Chartered Financial Analyst.
* Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were organized into Nuveen Asset Management, effective January 1, 2005.

 

(c) Tradewinds Global Investors, LLC (“Tradewinds”) acts as sub-investment adviser to the Registrant for the Nuveen Tradewinds International Value Fund, the Nuveen Tradewinds Global All-Cap Fund and the Nuveen Tradewinds Global Resources Fund. Tradewinds also serves as sub-investment adviser to certain closed-end funds and as investment adviser to separately managed accounts. The following is a listing of each director and officer of Tradewinds. The principal business address of each person is 2049 Century Park East, 20th Floor, Los Angeles, California 90067.

 

Name

   

Positions and Offices
with Tradewinds

   

Other Business, Profession, Vocation or

Employment During Past Two Years

Michael C. Mendez

    President, Managing Director    3/1/06 to Present: Tradewinds Global Investors 1989-2006: NWQ Investment Management Company

 

C-10

Name

  

Positions and Offices with
NWQ

  

Other Business, Profession, Vocation or

Employment During Past Two Years

David B. Iben, CFA

   Chief Investment Officer, Managing Director, Portfolio Manager/Analyst  

3/1/06 to Present: Tradewinds Global Investors

2000 to 2006: NWQ Investment Management Company

Paul J. Hechmer

   Managing Director, Portfolio Manager/Analyst  

3/1/06 to Present: Tradewinds Global Investors

2001 to 2006: NWQ Investment Management Company

Peter L. Boardman

  

Managing Director, Equity Analyst

  

3/1/06 to Present: Tradewinds Global Investors

2003 to 2006: NWQ Investment Management Company

2000 to 2002: USAA Investment Management; Senior Analyst

 

(d) Santa Barbara Asset Management (“SBAM”) acts as sub-investment adviser to the Registrant for the Nuveen Santa Barbara Growth Fund, Nuveen Santa Barbara Growth Opportunities Fund and Nuveen Santa Barbara Dividend Growth Fund and serves as investment adviser to separately managed accounts. The following is a list of each director and officer of SBAM. The principal business address of each person is 200 E. Carrillo St., Suite 300, Santa Barbara, CA 93101.

 

Name

   

Positions and Offices
with SBAM

   

Other Business, Profession, Vocation or

Employment During Past Two Years

Michael G. Mayfield

    President, Chief Investment Officer    None

Steven Spencer

    Chief Operating Officer     

George M. Tharakan, CFA

    Director of Research    None

James R. Boothe, CFA

    Portfolio Manager    None

Britton C. Smith, CFA

    Portfolio Manager    None

 

(e) Symphony Asset Management (“Symphony”) acts as sub-investment adviser to the Registrant for the Nuveen Symphony Large-Cap Value Fund, Nuveen Symphony All-Cap Core Fund, Nuveen Symphony Mid-Cap Core Fund, Nuveen Small-Mid Cap Core Fund and Symphony Large-Cap Growth. Symphony also serves as sub-investment adviser to certain closed-end funds and as investment adviser to separately managed accounts. The following is a list of each director and officer of Symphony. The principal business address of each person is 555 California Street, Suite 2975, San Francisco, CA 94104.

 

Name

   

Positions and Offices
with Symphony

   

Other Business, Profession, Vocation or

Employment During Past Two Years

Jeffrey L. Skelton

    President and Chief Executive Officer    None

Neil L. Rudolph

    Chief Operating Officer and Chief Financial Officer    None

 

C-11

Name

   

Positions and Offices
with Symphony

   

Other Business, Profession, Vocation or

Employment During Past Two Years

Praveen K. Gottipalli

    Vice President and Director of Investments    None

Michael J. Henman

    Vice President and Director of Business Development    None

Gunther M. Stein

    Vice President and Director of Fixed Income Strategies    None

Shannon M. Parrott

    Director of Long-only Strategy    None

David T. Wang

    Portfolio Manager    None

Igor B. Lotsvin

    Portfolio Manager    None

 

Item 27: Principal Underwriters

(a) Nuveen Investments, LLC (“Nuveen”) acts as principal underwriter to the following open-end management type investment companies: Nuveen Multistate Trust I, Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen Multistate Trust IV, Nuveen Municipal Trust, Nuveen Investment Trust, Nuveen Investment Trust III, Nuveen Investment Trust V, Nuveen Managed Accounts Portfolios Trust and the Registrant. Nuveen is also serving as the principal or co-managing underwriter to Nuveen Tax-Advantaged Dividend Growth Fund, a closed-end management type investment company.

 

(b)

Name and Principal
Business Address

  

Positions and Offices with
Underwriter

  

Positions and Offices
with Registrant

Timothy R. Schwertfeger

333 West Wacker Drive

Chicago, IL 60606

  

Chairman of the Board

and Director

  

Chairman and Trustee

   
   
 

John P. Amboian

333 West Wacker Drive

Chicago, IL 60606

  

President, Chief Executive Officer, and Director

  

None

   
   
 

William Adams IV

333 West Wacker Drive

Chicago, IL 60606

  

Executive Vice President

  

None

   
   

 

Alan G. Berkshire

333 West Wacker Drive

Chicago, IL 60606

  

Senior Executive Vice President, Institutional

  

None

 

Alan A. Brown

333 West Wacker Drive

Chicago, IL 60606

  

Executive Vice President,

Mutual Funds

  

Vice President

   
   
         
   

Peter H. D’Arrigo

333 West Wacker Drive

Chicago, IL 60606

  

Vice President and Treasurer

  

Vice President and Treasurer

   
   
 

 

C-12

Name and Principal
Business Address

  

Positions and Offices with
Underwriter

  

Positions and Offices
with Registrant

Stephen D. Foy

333 West Wacker Drive

Chicago, IL 60606

  

Vice President and Funds Controller

  

Vice President and Controller

   
   
 

Mary E. Keefe

333 West Wacker Drive

Chicago, IL 60606

  

Managing Director and

Chief Compliance Officer

  

None

   
   
 

John L. MacCarthy

333 West Wacker Drive

Chicago, IL 60606

  

Senior Vice President

Secretary and General

Counsel

  

None

 

Kevin J. McCarthy

333 West Wacker Drive

Chicago, IL 60606

  

Vice President

  

Vice President and Secretary

   
   
         

Larry W. Martin

333 West Wacker Drive

Chicago, IL 60606

  

Vice President

and Assistant

Secretary

  

Vice President

and Assistant

Secretary

   
   
 

Glenn R. Richter

333 West Wacker Drive

Chicago, IL 60606

  

Executive

Vice President

  

None

 

Paul C. Williams

333 West Wacker Drive

Chicago, IL 60606

  

Managing Director

  

None

 

Gifford R. Zimmerman

333 West Wacker Drive

Chicago, IL 60606

  

Managing Director and Assistant

Secretary

  

Chief Administrative Officer

   
   

 

(c) Not applicable.

 

Item 28: Location of Accounts and Records

Nuveen Asset Management, 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.

 

State Street Bank & Trust Company, P.O. Box 5043, Boston, Massachusetts 02206-5043, currently 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 Asset Management.

 

Boston Financial Data Services, Inc., P.O. Box 8530, Boston, Massachusetts 02266-8530, maintains all the required records in its capacity as transfer, dividend paying, and shareholder service agent for the Registrant.

 

Item 29: Management Services

Not applicable.

 

Item 30: Undertakings

Not applicable.

 

C-13

SIGNATURES

 

Pursuant to the requirements of the Securities Act and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act of 1933 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 August, 2007.

 

NUVEEN INVESTMENT TRUST II

 

/S/  KEVIN J. MCCARTHY        

                                                                                                               

Kevin J. McCarthy

Vice President and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature

   

Title

       Date
    

/S/    STEPHEN D. FOY          

Stephen D. Foy

   

Vice President and
Controller (principal
financial and
accounting officer)

       August 28, 2007    

/S/    GIFFORD R. ZIMMERMAN

Gifford R. Zimmerman

   

Chief Administrative
Officer (principal
executive officer)

       August 28, 2007    
Timothy R. Schwertfeger*   

Chairman and Trustee

  

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

  

/S/  KEVIN J. MCCARTHY

By                                                                            

          Kevin J. McCarthy

          Attorney-in-Fact

    
Robert P. Bremner*    Trustee      
Jack B. Evans*    Trustee      
William C. Hunter*    Trustee      
David J. Kundert*    Trustee      
William J. Schneider*    Trustee      
Judith M. Stockdale*    Trustee     August 28, 2007    
Carole E. Stone*    Trustee          

 

* An original power of attorney authorizing, among others Kevin J. McCarthy, Larry W. Martin and Gifford R. Zimmerman to execute this registration statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this registration statement is filed, has been executed and have been filed with the Securities and Exchange Commission or are being filed herein.

EXHIBIT INDEX

 

Exhibit
Number
   

Exhibit