485BXT 1 d179811d485bxt.htm NUVEEN INVESTMENT TRUST II Nuveen Investment Trust II

As filed with the Securities and Exchange Commission on June 27, 2016

1933 Act Registration No. 333-33607

1940 Act Registration No. 811-08333

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form N-1A

 

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
   ¨
Pre-Effective Amendment No.    ¨
Post-Effective Amendment No. 126    x
and/or     
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
   ¨
Amendment No. 127    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

Vice President and Secretary

333 West Wacker Drive

Chicago, Illinois 60606

(Name and Address of Agent for Service)

  

Copies to:

Eric F. Fess

Chapman and Cutler LLP

111 West Monroe Street

Chicago, Illinois 60603

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

Title of Securities Being Registered: Shares of beneficial interest.

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

 

¨   immediately upon filing pursuant to paragraph (b)   ¨   on (date) pursuant to paragraph (a)(1)
x   on June 30, 2016 pursuant to paragraph (b)   ¨   75 days after filing pursuant to paragraph (a)(2)
¨   60 days after filing pursuant to paragraph (a)(1)   ¨   on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

 

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

 

 

 


CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 126

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

 

The Facing Sheet   

The sole purpose of this filing is to delay the effectiveness of the Registrant’s Post-Effective Amendment No. 125, as it relates to Nuveen Symphony Low Volatility Equity Fund and Nuveen International Growth Fund, each a series of the Registrant (the “Funds”), until June 30, 2016. Parts A and B of the Registrant’s Post-Effective Amendment No. 125 under the Securities Act of 1933 as it relates to the Funds, filed on April 29, 2016, are incorporated by reference herein.

  
Part C—Other Information   
Signatures   
Exhibit Index   
Exhibits   


PART C—OTHER INFORMATION

Item 28. Exhibits

 

  (a)(1)       Declaration of Trust of Registrant.(1)
  (a)(2)       Amended Establishment and Designation of Classes, dated November 14, 2012.(7)
  (a)(3)       Amended and Restated Designation of Series, dated May 13, 2015.(15)
  (b)       By-Laws of Registrant, amended and restated as of November 18, 2009.(5)
  (c)       Specimen Certificate of Shares of the Registrant.(2)
  (d)(1)       Management Agreement between Registrant and Nuveen Fund Advisors, LLC, dated October 1, 2014.(13)
  (d)(2)       Amended Schedules A and B of Management Agreement between Registrant and Nuveen Fund Advisors, LLC, dated September 25, 2015.(16)
  (d)(3)       Renewal of Investment Management Agreement between Registrant and Nuveen Fund Advisors, LLC, dated July 28, 2015.(16)
  (d)(4)       Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Symphony Asset Management LLC, dated October 1, 2014.(14)
  (d)(5)      

Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Nuveen

Asset Management LLC, dated October 1, 2014.(13)

  (d)(6)      

Amended Schedule A to Investment Sub-Advisory Agreement between Nuveen Fund

Advisors, LLC and Nuveen Asset Management, LLC, dated September 25, 2015.(16)

  (d)(7)       Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund Advisors, LLC and Symphony Asset Management, LLC, dated July 28, 2015.(16)
  (d)(8)      

Notice of Continuance of Investment Sub-Advisory Agreement between Nuveen Fund

Advisors, LLC and Nuveen Asset Management, LLC, dated July 28, 2015.(16)

  (e)(1)       Distribution Agreement between Registrant and John Nuveen & Co. Incorporated, dated August 1, 1998.(3)
  (e)(2)       Form of Dealer Distribution, Shareholder Servicing and Fee-Based Program Agreement.(4)
  (e)(3)       Form of Nuveen Funds Rule 22c-2 Agreement.(4)
  (e)(4)       Renewal of Distribution Agreement between Registrant and Nuveen Securities, LLC (f/k/a Nuveen Investments, LLC), dated August 4, 2015.(16)
  (f)       Not applicable.
  (g)(1)       Amended and Restated Master Custodian Agreement between the Nuveen Funds and State Street Bank and Trust Company, dated July 15, 2015.(16)
  (g)(2)       Appendix A to Custodian Agreement, dated September 28, 2015.(16)
  (h)(1)       Transfer Agency and Service Agreement between the Nuveen Mutual Funds and Boston Financial Data Services, Inc., dated May 11, 2012.(6)
  (h)(2)       Amendment and Schedule A to Transfer Agency and Service Agreement, effective as of September 28, 2015.(17)
  (i)(1)       Opinion and Consent of Morgan, Lewis & Bockius LLP.(19)
  (i)(2)       Opinion and Consent of Chapman and Cutler LLP.(19)
  (j)       Not applicable.
  (k)       Not applicable.
  (l)       Subscription Agreement with Nuveen Institutional Advisory Corp.(2)
  (m)       Plan of Distribution and Service Pursuant to Rule 12b-1, dated February 28, 2013.(9)
  (n)       Multiple Class Plan Adopted Pursuant to Rule 18f-3, as amended November 14, 2012.(9)

 

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  (o)       Not applicable.
  (p)(1)       Code of Ethics, as amended April 1, 2014.(13)
  (p)(2)       Code of Ethics for the Independent Trustees of the Nuveen Funds, effective January 1, 2013.(8)
  (z)(1)       Original Power of Attorney of Mr. Nelson, dated September 1, 2013.(10)
  (z)(2)       Original Powers of Attorney of Messrs. Evans, Hunter, Kundert, Schneider and Toth and Mss. Stockdale and Stone, dated October 13, 2013.(11)
  (z)(3)       Original Powers of Attorney of Mr. Adams, dated August 15, 2014.(12)
  (z)(4)       Original Powers of Attorney of Ms. Wolff, dated February 15, 2016.(18)

 

  (1) Incorporated by reference to the initial registration statement filed on August 13, 1997 on Form N-1A for Registrant.
  (2) Incorporated by reference to pre-effective amendment no. 1 filed on November 13, 1997 on Form N-1A for Registrant.
  (3) Incorporated by reference to post-effective amendment no. 2 filed on November 25, 1998 on Form N-1A for Registrant.
  (4) Incorporated by reference to post-effective amendment no. 23 filed on October 19, 2006 on Form N-1A for Registrant.
  (5) Incorporated by reference to post-effective amendment no. 69 filed on May 27, 2010 on Form N-1A for Registrant.
  (6) Incorporated by reference to post-effective amendment no. 84 filed on June 11, 2012 on Form N-1A for Registrant.
  (7) Incorporated by reference to post-effective amendment no. 86 filed on November 28, 2012 on Form N-1A for Registrant.
  (8) Incorporated by reference to post-effective amendment no. 88 filed on January 24, 2013 on Form N-1A for Registrant.
  (9) Incorporated by reference to post-effective amendment no. 92 filed on March 25, 2013 on Form N-1A for Registrant.
(10) Incorporated by reference to post-effective amendment no. 96 filed on September 18, 2013 on Form N-1A for Registrant.
(11) Incorporated by reference to post-effective amendment no. 97 filed on November 27, 2013 on Form N-1A for Registrant.
(12) Incorporated by reference to post-effective amendment no. 106 filed on October 10, 2014 on Form N-1A for Registrant.
(13) Incorporated by reference to post-effective amendment no. 108 filed on November 28, 2014 on Form N-1A for Registrant.
(14) Incorporated by reference to post-effective amendment no. 112 filed on January 28, 2015 on Form N-1A for Registrant.
(15) Incorporated by reference to post-effective amendment no. 114 filed on July 15, 2015 on Form N-1A for Registrant.
(16) Incorporated by reference to post-effective amendment no. 115 filed on September 28, 2015 on Form N-1A for Registrant.
(17) Incorporated by reference to post-effective amendment no. 117 filed on October 28, 2015 on Form N-1A for Registrant.
(18) Incorporated by reference to post-effective amendment no. 124 filed on February 22, 2016 on Form N-1A for Registrant.
(19) To be filed by amendment.

Item 29. Persons Controlled by or under Common Control with the Fund

Not applicable.

 

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Item 30. 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.

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.

 

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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 the Mutual Fund Professional Liability policy in the aggregate amount of $70,000,000 against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, except for matters that involve 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 the Registrant or where he or she had reasonable cause to believe this conduct was unlawful). The policy has a $2,500,000 deductible for operational failures and $1,000,000 deductible for all other claims.

Insofar as the indemnification for liabilities arising under the Securities Act of 1933, as amended, (the “1933 Act”) 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 1933 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 1933 Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser

(a) Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”) (formerly known as Nuveen Fund Advisors, Inc. and Nuveen Asset Management) manages the Registrant and serves as investment adviser or manager to other open-end and closed-end management investment companies. 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 business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Fund Advisors 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 Nuveen Fund Advisors appears below:

 

Name and Position with Nuveen Fund Advisors

  

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

Robert D. Luse, Executive Vice President    Executive Vice President of Nuveen Asset Management, LLC and Nuveen Securities, LLC; Executive Vice President and Assistant Secretary of Nuveen Investments, Inc.; Vice President of Santa Barbara Asset Management, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Vice President and Assistant Secretary of Tradewinds Global Investors, LLC.
Joseph T. Castro, Managing Director and Chief Compliance Officer   

Managing Director (since 2011), Head of Compliance (since 2013) of Nuveen Investments, Inc.

 

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Name and Position with Nuveen Fund Advisors

  

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

Stuart J. Cohen, Managing Director and Assistant Secretary   

Managing Director and Assistant Secretary of Nuveen Asset Management, LLC, Nuveen Investments, Inc. and Nuveen Securities, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC.
Sherri A. Hlavacek, Executive Vice President and Controller   

Managing Director and Controller of Nuveen Commodities Asset Management, LLC; Executive Vice President (since 2015, formerly, Managing Director), Treasurer and Controller of Nuveen Asset Management, LLC; Executive Vice President, Principal Financial Officer (since 2015, formerly, Managing Director), Treasurer and Corporate Controller of Nuveen Investments, Inc.; Executive Vice President (since 2015, formerly, Managing Director), Treasurer and Corporate Controller of Nuveen Investments Advisers, LLC and Nuveen Investments Holdings, Inc.; Executive Vice President, formerly, Managing Director, Chief Financial Officer and Corporate Controller of Nuveen Securities, LLC; Vice President, Controller and Treasurer of NWQ Investment Management Company, LLC; Vice President and Controller of Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Certified Public Accountant.
Lucas A. Satre, Senior Vice President and Assistant Secretary   

Senior Vice President, General Counsel and Secretary of Nuveen Securities, LLC; Senior Vice President and Assistant Secretary of Nuveen Asset Management, LLC and Nuveen Investments, Inc.; Vice President and Assistant Secretary of Nuveen Commodities Asset Management, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC.
Diane M. Whelan, Executive Vice President    Executive Vice President of Nuveen Investments, Inc.

 

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(b) Symphony Asset Management LLC (“Symphony”) serves as sub-investment adviser to the Registrant for Nuveen Symphony Low Volatility Equity Fund and also serves as sub-investment adviser to other open-end and closed-end funds and as investment adviser to separately managed accounts. The following is a list of the senior officers 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

Anne B. Popkin

  

President

   Formerly, Principal, BlueCrest Capital Management LLC
40 Grosvenor Place, London, SW1X 7AW, England

David Goldstein

  

Vice President and Chief Operating Officer

   None
Angela McKillen    Vice President and Chief Financial Officer    None
Gunther M. Stein    Chief Investment Officer and Chief Executive Officer    None
Ross S. Sakamoto    Co-Director of Equity and Portfolio Manager    Formerly, Director, Deutsche Bank Advisors 345 Park Ave
New York, NY 10154

(c) Nuveen Asset Management, LLC (“Nuveen Asset Management”) acts as sub-investment adviser to the Registrant for Nuveen International Growth Fund and also serves as sub-investment adviser to other open-end and closed-end funds and investment adviser to separately managed accounts. The following is a list of the senior officers of Nuveen Asset Management. The principal business address of each person is 333 West Wacker Drive, Chicago, Illinois 60606.

A description of any business, profession, vocation or employment of a substantial nature in which the directors and officers of Nuveen Asset Management 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 Nuveen Asset Management appears below:

 

Name

  

Position and Offices with
Nuveen Asset Management

  

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

William T. Huffman    President    CPA.
Robert D. Luse    Executive Vice President    Executive Vice President of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC; Executive Vice President and Assistant Secretary of Nuveen Investments, Inc.; Vice President of Santa Barbara Asset Management, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Vice President and Assistant Secretary of Tradewind Global Investors, LLC.
Charles R. Manzoni, Jr.    Managing Director, Chief Operating Officer and General Counsel    Managing Director of Nuveen Investments Holdings, Inc.

 

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Name

  

Position and Offices with
Nuveen Asset Management

  

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

Lucas A. Satre    Senior Vice President and Assistant Secretary    Senior Vice President, General Counsel and Secretary of Nuveen Securities, LLC; Senior Vice President and Assistant Secretary of Nuveen Fund Advisors, LLC and Nuveen Investments, Inc.; Vice President and Assistant Secretary of Nuveen Commodities Asset Management, LLC, NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC.
Mark Slevin    Senior Vice President    Senior Vice President and Director of Operations of Nuveen Investments Advisers LLC.
Stuart J. Cohen    Managing Director and Assistant Secretary    Managing Director and Assistant Secretary of Nuveen Fund Advisors, LLC, Nuveen Investments, Inc. and Nuveen Securities, LLC; Vice President and Assistant Secretary of NWQ Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Symphony Asset Management LLC, Tradewinds Global Investors, LLC and Winslow Capital Management, LLC.
Sherri A. Hlavacek    Executive Vice President, Treasurer and Controller    Executive Vice President (since 2015, formerly, Managing Director) and Controller of Nuveen Fund Advisors, LLC; Managing Director and Controller of Nuveen Commodities Asset Management, LLC; Executive Vice President, Principal Financial Officer (since 2015, formerly, Managing Director), Treasurer and Corporate Controller of Nuveen Investments, Inc.; Executive Vice President (since 2015, formerly, Managing Director), Treasurer and Corporate Controller of Nuveen Investments Advisers, LLC and Nuveen Investments Holdings, Inc.; Executive Vice President, formerly, Managing Director, Chief Financial Officer and Corporate Controller of Nuveen Securities, LLC; Vice President, Controller and Treasurer of NWQ Investment Management Company, LLC; Vice President and Controller of Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC; Certified Public Accountant.
Diane S. Meggs    Vice President and Chief Compliance Officer    Senior Vice President and Compliance Manager (since 2011) of Nuveen Fund Advisors, LLC; Chief Compliance Officer and Senior Vice President (since 2013) of Nuveen Investments Advisers, LLC.

 

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Item 32. Principal Underwriters

(a) Nuveen Securities, 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 Managed Accounts Portfolios Trust, Nuveen Investment Trust, Nuveen Investment Trust III, Nuveen Investment Trust V, Nuveen Investment Funds, Inc., Nuveen Strategy Funds, Inc. and the Registrant.

(b)

 

Name and Principal
Business Address

  

Positions and Offices
with Nuveen Securities

  

Positions and Offices
with Registrant

William Adams IV

333 West Wacker Drive

Chicago, IL 60606

   Co-Chief Executive Officer    Trustee

Margo L. Cook

333 West Wacker Drive

Chicago, IL 60606

   Co-Chief Executive Officer   

Trustee

Sherri A. Hlavacek

333 West Wacker Drive

Chicago, IL 60606

   Executive Vice President,
Chief Financial Officer and Corporate Controller
  

None

Carl M. Katerndahl
333 West Wacker Drive
Chicago, IL 60606
   Senior Executive Vice President    None

Robert D. Luse

333 West Wacker Drive

Chicago, IL 60606

   Executive Vice President    None

Kevin J. McCarthy

333 West Wacker Drive

Chicago, IL 60606

   Executive Vice President and Assistant Secretary    Vice President and Secretary
     
     
Kathleen L. Prudhomme
901 Marquette Avenue
Minneapolis, MN 55402
   Managing Director and Assistant Secretary    Vice President and Assistant Secretary

Lucas A. Satre

333 West Wacker Drive

Chicago, IL 60606

   Senior Vice President, Secretary and General Counsel    None

Gifford R. Zimmerman

333 West Wacker Drive

Chicago, IL 60606

   Managing Director and Assistant Secretary    Chief Administrative Officer
     
     

(c) Not applicable.

Item 33. Location of Accounts and Records

Nuveen Fund Advisors, 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 and 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 Fund Advisors.

 

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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 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, 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, as amended, and has duly caused this post-effective amendment to its registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago and State of Illinois, on the 27th day of June 2016.

 

NUVEEN INVESTMENT TRUST II
By:   /S/    KEVIN J. MCCARTHY
 

Kevin J. McCarthy

Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, 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)       June 27, 2016

/S/    GIFFORD R. ZIMMERMAN

GIFFORD R. ZIMMERMAN

   Chief Administrative Officer (principal executive officer)       June 27, 2016
WILLIAM J. SCHNEIDER*    Chairman of the Board and Trustee  

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By:

 

 

 

 

 

 

 

/S/    KEVIN J. MCCARTHY

 

KEVIN J. MCCARTHY

Attorney-in-Fact

June 27, 2016

 

WILLIAM ADAMS IV*    Trustee      
JACK B. EVANS*    Trustee      
WILLIAM C. HUNTER*    Trustee      
DAVID J. KUNDERT*    Trustee      
JOHN K. NELSON*    Trustee      
JUDITH M. STOCKDALE*    Trustee      
CAROLE E. STONE*    Trustee      
TERENCE J. TOTH*    Trustee      
MARGARET L. WOLFF*    Trustee      

 

* An original power of attorney authorizing, among others, Kevin J. McCarthy 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 has previously been filed with the Securities and Exchange Commission and is incorporated by reference herein.


EXHIBIT INDEX

 

Exhibit

Number

  

Exhibit