UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIES
EXCHANGE ACT OFof the Securities
Exchange Act of 1934 (AMENDMENT NO.(Amendment No. )
Filed by the registrantRegistrant [X]
Filed by a partyParty other than the registrantRegistrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement.Proxy Statement.
[ ] Confidential, for use of the
Commission only (as permitted by
RuleCONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive proxy statement.Proxy Statement.
[ ] Definitive additional materials.Additional Materials.
[ ] Soliciting material pursuantMaterial Pursuant to Rule 14a-11(c)Section 240.14A-11(c) or Rule 14a-12.Section 240.14a-12
NUVEEN INVESTMENT TRUST
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(Name of Registrant as Specified inIn Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Thanother than the Registrant)
Payment of filing feeFiling Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)(4) and 0-11.
(1)1) Title of each class of securities to which transaction applies:
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(2)2) Aggregate number of securities to which transaction applies:
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(3)3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)4) Proposed maximum aggregate value of transaction:
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(5)5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the formForm or scheduleSchedule and the date of its filing.
(1)1) Amount Previously Paid:
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(2)2) Form, Schedule or Registration Statement No.:
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(3)3) Filing Party:
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(4)4) Date Filed:
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IMPORTANT NOTICE
TO NUVEEN [ ]FUND SHAREHOLDERS
JULY 200326, 2005
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.
Q. WHY AM I RECEIVING THIS PROXY STATEMENT?
A. YourPursuant to an investment management agreement between your Fund and Nuveen
Asset Management ("NAM"), NAM has served as your Fund's investment adviser
and has been responsible for the overall investment strategy of your Fund. In
addition, for certain Funds, NAM entered into an investment sub-advisory
agreement pursuant to which a sub-adviser was retained to furnish investment
advisory services to the Fund. NAM is holding a special meetingwholly-owned subsidiary of Nuveen
Investments, Inc. ("Nuveen"). Nuveen is a publicly traded company and, until
recently, was a majority-owned subsidiary of The St. Paul Travelers
Companies, Inc. ("St. Paul Travelers").
As part of St. Paul Travelers' previously announced three-part program to
obtain shareholder approvalsell its entire equity interest in Nuveen (the "Sale"), St. Paul Travelers
sold 39.3 million shares of Nuveen through a secondary public offering on
April 12, 2005. Nuveen also repurchased $600 million of its shares from St.
Paul Travelers. The repurchase of these shares is being completed through
two steps -- a $200 million repurchase that closed on April 12, 2005, and a
$400 million forward purchase (plus interest) that will settle later this
year. Finally, St. Paul Travelers also entered into an agreement with two
other parties to sell approximately 12 million common shares of Nuveen for
settlement later this year. After completion of the Sale, Nuveen will
emerge as a fully independent public company.
Upon completion of the Sale, the investment management agreement between
your Fund and NAM and, for certain Funds, the sub-advisory agreement
between NAM and the sub-adviser may be terminated. In order for NAM and the
sub-advisers to continue to serve as investment adviser and sub-adviser
after the completion of the Sale, the shareholders of your Fund must
approve a new investment management agreement and, if applicable, a new
sub-advisory agreement. The enclosed Proxy Statement gives you additional
information on the following items:
1. To elect trustees to serve for each Fund's Board of Trustees.
2. To approve changes to each Fund's fundamentalproposed new investment policies.
Please refer to the proxy statement for a detailed explanation of the
proposed items.
Q. WHY ARE INDIVIDUALS RECOMMENDED FOR ELECTION TO THE BOARD OF TRUSTEES?
A. Currently, two separate board clusters oversee the funds in the Nuveen family
of funds. One board cluster comprised of the same board members oversees the
funds managed by Nuveen Advisory Corp.management agreement and one board cluster comprised of the
same board members oversees all but one of the funds managed by Nuveen
Institutional Advisory Corp. (the "Adviser").new
sub-advisory agreement, as well as certain other matters. The Board of
Trustees of each Fund (the "Board," and each Trustee, a "Board Member"),
including those Board Members who are not affiliated with NAM or any
sub-adviser, unanimously recommend that you vote FOR the approval of the
new investment management agreement and new sub-advisory agreement, if
applicable, for your Fund.
In addition, your Fund has
proposedis seeking shareholder approval to consolidate both board clusters into a single board cluster so
that the same individualselect Board
Members to serve on the boards of most Nuveen funds.
Your Board believes that the consolidation of board clusters will have the
following advantages:
- combining the board will avoid the need to add new board members to each
board cluster at various later dates to maintain the current size and
structure of each board cluster and thereby avoid the costs associated
with multiple meetings to fill such vacancies;
- combining the board ensures that each Fund will gain new board members
that are already knowledgeable about Nuveen and investment companies in
general;
- consolidating the board clusters into one board would reduce the
duplication of board materials and reports covering the same issues and
would avoid the need for repeated presentation by the same personnel at
different meetings;
- reducing such administrative burdens will allow the Adviser and its
personnel to focus more on non-administrative matters; and
- a single board overseeing all operations of the Nuveen family of funds
will have a better picture of all issues facing shareholders and would
eliminate any inconsistencies between how each board cluster approaches
issues.
Q. WHICH FUNDAMENTAL INVESTMENT POLICIES ARE CHANGING?
A. Your Board has proposed to amend your Fund's (except NWQ Multi-Cap Value)
fundamental investment policies relating to borrowing and lending in
connection with the implementation of a proposed interfund lending program.
All of NWQ Multi-Cap Value's fundamental investment policies are prepared to
be standardized to conform with other Nuveen-sponsored equity mutual funds.
Q. WHY IS EACH FUND PROPOSING TO CHANGE ITS FUNDAMENTAL INVESTMENT POLICIES?
A. In connection with disaster recovery planning and to provide liquidity in the
event that open-end funds in the Nuveen family of funds encounter higher than
normal redemption requests that may follow a national disaster such as the
events of September 11, 2001, yourBoard. The Board has authorized the Fund's
participation in an interfund lending program that would allow the Nuveen
Funds, including your Fund, to lend and borrow cash for temporary purposes
directly to and from each other. The proposed new fundamental investment
policies will enable your Fund to participate in this interfund lending
program.
Q. WHY IS NWQ MULTI-CAP VALUE PROPOSING TO CHANGE ITS INVESTMENT POLICIES?
A. Your Board and officers of the Trust have analyzed NWQ Multi-Cap Value's
current fundamental investment restrictions and have concluded that certain
restrictions should be standardized to correspond with other Nuveen-sponsored
equity mutual funds. The changes to NWQ Multi-Cap Value's restrictions are
expected to allow NWQ Multi-Cap Value to operate more efficiently, to reduce
the administrative burden caused by the differences between NWQ Multi-Cap
Value's restrictions and those of other Nuveen Funds and to ease monitoring
compliance with such restrictions. Fund management has advised the Board that
none of the proposed changes are intended to modify the way NWQ Multi-
Cap Value is currently managed and do not anticipate that the proposed
changes, individually or in the aggregate, will change the level of risk
associated with investing in NWQ Multi-Cap Value.
Q. HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A. After careful consideration, the trusteesMembers of your Fund
unanimously recommend that you vote "FOR" eachFOR the nominees for the Board.
Please refer to the Proxy Statement for a detailed explanation of the items
proposed.you are being asked to vote on.
Q. WHY IS A VOTE ON THE PROPOSED NEW INVESTMENT MANAGEMENT AGREEMENT AND
SUB-ADVISORY AGREEMENT REQUIRED?
A. The completion of the Sale could be deemed to be an "assignment," as that
term is defined in the Investment Company Act of 1940 ("1940 Act"), of the
investment management agreement between each Fund and NAM and (for certain of
the Funds) the sub-advisory agreement between NAM and each such Fund's
sub-adviser. As required by the 1940 Act, under its terms, each investment
management agreement and sub-advisory agreement would automatically terminate
in the event of its assignment. As a result, shareholder approval of a new
investment management agreement and, if applicable, a new sub-advisory
agreement will permit NAM and each sub-adviser to continue to serve your
Fund.
Q. WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW INVESTMENT
MANAGEMENT AGREEMENT OR SUB-ADVISORY AGREEMENT?
A. If the new investment management agreement or sub-advisory agreement is not
approved, your Fund's Board will take such actions as it deems to be in the
best interests of your Fund. This is discussed in more detail in the Proxy
Statement.
Q. HOW WILL THE SALE AFFECT ME AS A FUND SHAREHOLDER?
A. Your investment in your Fund will not change as a result of the Sale. You
will still own the same shares in the Fund, and the value of your investment
will not change as a result of the Sale. The new investment management
agreement and sub-advisory agreement, if approved by shareholders, will
still be with NAM and the same sub-adviser and the terms of the new
investment management agreement and sub-advisory agreement are substantially
identical to the terms of the original investment management agreement and
sub-advisory agreement. In addition, the portfolio managers of your Fund
will not change as a result of the new investment management agreement and
sub-advisory agreement.
Q. WILL THE INVESTMENT MANAGEMENT AND SUB-ADVISORY FEE RATES BE THE SAME
UPON THE APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT AND
SUB-ADVISORY AGREEMENT?
A. Yes, the investment management and sub-advisory fee rates will remain the
same.
Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE NEW
INVESTMENT MANAGEMENT AGREEMENT AND SUB-ADVISORY AGREEMENT?
A. After careful consideration, the Board of your Fund unanimously recommends
that you vote "FOR" the approval of the new investment management and
sub-advisory agreement.
Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE
ELECTION OF BOARD MEMBERS?
A. After careful consideration, the Board of your Fund unanimously recommends
that you vote "FOR" the nominees for the Board.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Your vote is needed to ensure that the proposals can be acted upon.
Additionally, your immediate response to these items will help save on the costs of any
future solicitations for athese shareholder vote.votes. We encourage all
shareholders to participate in the governance of their Fund.
Q. WHO DO I CALL IF I HAVE QUESTIONS?
A. If you need any assistance, or have any questions regarding the proposals or
how to vote your shares, please call your financial advisor oradvisor. Alternatively,
you may call Nuveen at (800) 257-8787 weekdays from 7:8:00 a.m. to 7:6:00 p.m.
Central time.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage-paid envelope. In addition,Alternatively, you may
vote by telephone by calling the toll-free number on the proxy card or by
computer overby going to the internet (www.proxyvote.com) and using the control numberInternet address provided on the proxy card.card and
following the instructions, using your proxy card as a guide.
Q. WILL ANYONE CONTACT ME?
A. You may receive a call to verify that you received your proxy materials, to
answer any questions you may have about the proposals and to encourage you to
vote.
NOTICE OF SPECIAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 28, 200326, 2005 60606
(800) 257-8787
JUNE , 2005
NUVEEN MULTISTATE TRUST I
NUVEEN ARIZONA MUNICIPAL BOND FUND
NUVEEN COLORADO MUNICIPAL BOND FUND
NUVEEN FLORIDA MUNICIPAL BOND FUND
NUVEEN MARYLAND MUNICIPAL BOND FUND
NUVEEN NEW MEXICO MUNICIPAL BOND FUND
NUVEEN PENNSYLVANIA MUNICIPAL BOND FUND
NUVEEN VIRGINIA MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST II
NUVEEN CALIFORNIA MUNICIPAL BOND FUND
NUVEEN CALIFORNIA INSURED MUNICIPAL BOND FUND
NUVEEN CONNECTICUT MUNICIPAL BOND FUND
NUVEEN MASSACHUSETTS MUNICIPAL BOND FUND
NUVEEN MASSACHUSETTS INSURED MUNICIPAL BOND FUND
NUVEEN NEW JERSEY MUNICIPAL BOND FUND
NUVEEN NEW YORK MUNICIPAL BOND FUND
NUVEEN NEW YORK INSURED MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST III
NUVEEN GEORGIA MUNICIPAL BOND FUND
NUVEEN LOUISIANA MUNICIPAL BOND FUND
NUVEEN NORTH CAROLINA MUNICIPAL BOND FUND
NUVEEN TENNESSEE MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST IV
NUVEEN KANSAS MUNICIPAL BOND FUND
NUVEEN KENTUCKY MUNICIPAL BOND FUND
NUVEEN MICHIGAN MUNICIPAL BOND FUND
NUVEEN MISSOURI MUNICIPAL BOND FUND
NUVEEN OHIO MUNICIPAL BOND FUND
NUVEEN WISCONSIN MUNICIPAL BOND FUND
NUVEEN MUNICIPAL TRUST
NUVEEN ALL-AMERICAN MUNICIPAL BOND FUND
NUVEEN HIGH YIELD MUNICIPAL BOND FUND
NUVEEN INSURED MUNICIPAL BOND FUND
NUVEEN INTERMEDIATE DURATION MUNICIPAL BOND FUND
NUVEEN LIMITED TERM MUNICIPAL BOND FUND
NUVEEN INVESTMENT TRUST
Nuveen Large-Cap Value Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
NuveenNUVEEN BALANCED STOCK AND BOND FUND
NUVEEN BALANCED MUNICIPAL AND STOCK FUND
NUVEEN LARGE-CAP VALUE FUND
NUVEEN NWQ Multi-Cap Value FundMULTI-CAP VALUE FUND
NUVEEN INVESTMENT TRUST II
Nuveen Rittenhouse Growth Fund
Nuveen Innovation Fund
NuveenNUVEEN RITTENHOUSE GROWTH FUND
NUVEEN NWQ International Value Fund
, 2003INTERNATIONAL VALUE FUND
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that thea Special Meeting of Shareholders (the "Meeting") of
eachNuveen Multistate Trust I, on behalf of its series Nuveen Arizona Municipal Bond
Fund, Nuveen Colorado Municipal Bond Fund, Nuveen Florida Municipal Bond Fund,
Nuveen Maryland Municipal Bond Fund, Nuveen New Mexico Municipal Bond Fund,
Nuveen Pennsylvania Municipal Bond Fund and Nuveen Virginia Municipal Bond Fund;
Nuveen Multistate Trust II, on behalf of its series Nuveen California Municipal
Bond Fund, Nuveen California Insured Municipal Bond Fund, Nuveen Connecticut
Municipal Bond Fund, Nuveen Massachusetts Municipal Bond Fund, Nuveen
Massachusetts Insured Municipal Bond Fund, Nuveen New Jersey Municipal Bond
Fund, Nuveen New York Municipal Bond Fund and Nuveen New York Insured Municipal
Bond Fund; Nuveen Multistate Trust III, on behalf of its series Nuveen Georgia
Municipal Bond Fund, Nuveen Louisiana Municipal Bond Fund; Nuveen North Carolina
Municipal Bond Fund and Nuveen Tennessee Municipal Bond Fund; Nuveen Multistate
Trust IV, on behalf of its series Nuveen Kansas Municipal Bond Fund, Nuveen
Kentucky Municipal Bond Fund, Nuveen Michigan Municipal Bond Fund, Nuveen
Missouri Municipal Bond Fund, Nuveen Ohio Municipal Bond Fund and Nuveen
Wisconsin Municipal Bond Fund; Nuveen Municipal Trust, on behalf of its series
Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund,
Nuveen Insured Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond
Fund and Nuveen Limited Term Municipal Bond Fund; Nuveen Investment Trust, on
behalf of its series Nuveen Large-Cap Value Fund,
formerly Nuveen Growth and Income Stock Fund, Nuveen Balanced Stock and Bond Fund ("Balanced Stock and
Bond"), Nuveen Balanced Municipal and Stock Fund ("Balanced Municipal and
Stock"), Nuveen EuropeanLarge-Cap Value Fund ("Large-Cap Value") and Nuveen NWQ
Multi-Cap Value Fund;Fund ("NWQ Multi-Cap Value"); and Nuveen Investment Trust II, on
behalf of its series Nuveen Rittenhouse Growth Fund; Nuveen Innovation Fund ("Rittenhouse Growth") and
Nuveen NWQ International Value Fund formerly Nuveen("NWQ International Growth FundValue"), each a
Massachusetts business trust (each trust individually, a "Trust" and
collectively, the "Trusts" and each series individually, a "Fund" and
collectively, the "Funds"), will be held (along with the meeting of shareholders
of several other Nuveen funds) in the Sixth
Floor auditoriumAssembly Room of theThe Northern Trust
Company, 50 South LaSalle Street, Chicago, Illinois 60675, on Monday,Tuesday, July 28, 2003,26,
2005, at 10:30 a.m., Chicago time, for the following purposes and to transact
such other business, if any, as may properly come before the Special Meeting:
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To approve a new investment management agreement between each Trust and
Nuveen Asset Management ("NAM"), each Fund's investment adviser.
2. To approve a new sub-advisory agreement between NAM and each sub-adviser
below:
a. (For shareholders of Balanced Stock and Bond, Balanced Municipal and
Stock and Large-Cap Value only) to approve a new sub-advisory agreement
between NAM and Institutional Capital Corporation;
b. (For shareholders of NWQ Multi-Cap Value and NWQ International Value
only) to approve a new sub-advisory agreement between NAM and NWQ
Investment Management Company, LLC; and
c. (For shareholders of Rittenhouse Growth) to approve a new sub-advisory
agreement between NAM and Rittenhouse Asset Management, Inc.
3. To elect twelve (12) trusteesnine (9) Trustees to the Board of Trustees (each, a "Board" and each
Trustee, a "Board Member") of each Trust to serve for each Trust until their successors
shall have been duly elected and qualified.
2. To approve changes to each Fund's fundamental investment policies.
3.4. To transact such other business as may properly come before the Special
Meeting.
Shareholders of record at the close of business on May 19, 200320, 2005 are entitled to
notice of and to vote at the Special Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID
DELAY AND ADDITIONAL EXPENSE, TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED,
PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO
VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE
CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD ENTER THE CONTROL NUMBER
PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED
INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO
WWW.PROXYVOTE.COM, ENTER
THE CONTROL NUMBERINTERNET ADDRESS PROVIDED ON THEYOUR PROXY CARD AND FOLLOW THE INSTRUCTIONS,
USING YOUR PROXY CARD AS A GUIDE.
Jessica R. Droeger
Vice President and Secretary
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
JUNE , 20032005
NUVEEN MULTISTATE TRUST I
NUVEEN ARIZONA MUNICIPAL BOND FUND
NUVEEN COLORADO MUNICIPAL BOND FUND
NUVEEN FLORIDA MUNICIPAL BOND FUND
NUVEEN MARYLAND MUNICIPAL BOND FUND
NUVEEN NEW MEXICO MUNICIPAL BOND FUND
NUVEEN PENNSYLVANIA MUNICIPAL BOND FUND
NUVEEN VIRGINIA MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST II
NUVEEN CALIFORNIA MUNICIPAL BOND FUND
NUVEEN CALIFORNIA INSURED MUNICIPAL BOND FUND
NUVEEN CONNECTICUT MUNICIPAL BOND FUND
NUVEEN MASSACHUSETTS MUNICIPAL BOND FUND
NUVEEN MASSACHUSETTS INSURED MUNICIPAL BOND FUND
NUVEEN NEW JERSEY MUNICIPAL BOND FUND
NUVEEN NEW YORK MUNICIPAL BOND FUND
NUVEEN NEW YORK INSURED MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST III
NUVEEN GEORGIA MUNICIPAL BOND FUND
NUVEEN LOUISIANA MUNICIPAL BOND FUND
NUVEEN NORTH CAROLINA MUNICIPAL BOND FUND
NUVEEN TENNESSEE MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST IV
NUVEEN KANSAS MUNICIPAL BOND FUND
NUVEEN KENTUCKY MUNICIPAL BOND FUND
NUVEEN MICHIGAN MUNICIPAL BOND FUND
NUVEEN MISSOURI MUNICIPAL BOND FUND
NUVEEN OHIO MUNICIPAL BOND FUND
NUVEEN WISCONSIN MUNICIPAL BOND FUND
NUVEEN MUNICIPAL TRUST
NUVEEN ALL-AMERICAN MUNICIPAL BOND FUND
NUVEEN HIGH YIELD MUNICIPAL BOND FUND
NUVEEN INSURED MUNICIPAL BOND FUND
NUVEEN INTERMEDIATE DURATION MUNICIPAL BOND FUND
NUVEEN LIMITED TERM MUNICIPAL BOND FUND
NUVEEN INVESTMENT TRUST
Nuveen Large-Cap Value Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
NuveenNUVEEN BALANCED STOCK AND BOND FUND
NUVEEN BALANCED MUNICIPAL AND STOCK FUND
NUVEEN LARGE-CAP VALUE FUND
NUVEEN NWQ Multi-Cap Value FundMULTI-CAP VALUE FUND
NUVEEN INVESTMENT TRUST II
Nuveen Rittenhouse Growth Fund
Nuveen Innovation Fund
NuveenNUVEEN RITTENHOUSE GROWTH FUND
NUVEEN NWQ International Value FundINTERNATIONAL VALUE FUND
1
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees (each a "Board" and collectively, the "Boards," and each
Trustee, a "Board Member" and collectively, the "Board Members") of eachNuveen
Multistate Trust I ("Multistate Trust I"), on behalf of its series Nuveen
Arizona Municipal Bond Fund ("Arizona Municipal"), Nuveen Colorado Municipal
Bond Fund ("Colorado Municipal"), Nuveen Florida Municipal Bond Fund ("Florida
Municipal"), Nuveen Maryland Municipal Bond Fund ("Maryland Municipal"), Nuveen
New Mexico Municipal Bond Fund ("New Mexico Municipal"), Nuveen Pennsylvania
Municipal Bond Fund ("Pennsylvania Municipal") and Nuveen Virginia Municipal
Bond Fund ("Virginia Municipal"); Nuveen Multistate Trust II ("Multistate Trust
II"), on behalf of its series Nuveen California Municipal Bond Fund ("California
Municipal"), Nuveen California Insured Municipal Bond Fund ("California
Insured"), Nuveen Connecticut Municipal Bond Fund ("Connecticut Municipal"),
Nuveen Massachusetts Municipal Bond Fund ("Massachusetts Municipal"), Nuveen
Massachusetts Insured Municipal Bond Fund ("Massachusetts Insured"), Nuveen New
Jersey Municipal Bond Fund ("New Jersey Municipal"), Nuveen New York Municipal
Bond Fund ("New York Municipal") and Nuveen New York Insured Municipal Bond Fund
("New York Insured"); Nuveen Multistate Trust III ("Multistate Trust III"), on
behalf of its series Nuveen Georgia Municipal Bond Fund ("Georgia Municipal"),
Nuveen Louisiana Municipal Bond Fund ("Louisiana Municipal"); Nuveen North
Carolina Municipal Bond Fund ("North Carolina Municipal") and Nuveen Tennessee
Municipal Bond Fund ("Tennessee Municipal"); Nuveen Multistate Trust IV
("Multistate Trust IV"), on behalf of its series Nuveen Kansas Municipal Bond
Fund ("Kansas Municipal"), Nuveen Kentucky Municipal Bond Fund ("Kentucky
Municipal"), Nuveen Michigan Municipal Bond Fund ("Michigan Municipal"), Nuveen
Missouri Municipal Bond Fund ("Missouri Municipal"), Nuveen Ohio Municipal Bond
Fund ("Ohio Municipal") and Nuveen Wisconsin Municipal Bond Fund ("Wisconsin
Municipal"); Nuveen Municipal Trust ("Municipal Trust"), on behalf of its series
Nuveen All-American Municipal Bond Fund ("All-American"), Nuveen High Yield
Municipal Bond Fund ("High Yield Municipal"), Nuveen Insured Municipal Bond Fund
("Insured Municipal"), Nuveen Intermediate Duration Municipal Bond Fund
("Intermediate Duration") and Nuveen Limited Term Municipal Bond Fund ("Limited
Term"); Nuveen Investment Trust ("Investment Trust"), on behalf of its series Nuveen
Large-Cap Value Fund ("Large-Cap Value"), formerly Nuveen Growth and Income
Stock Fund,
Nuveen Balanced Stock and Bond Fund ("Balanced Stock and Bond"), Nuveen Balanced
Municipal and Stock Fund ("Balanced Municipal and Stock"), Nuveen EuropeanLarge-Cap
Value Fund ("EuropeanLarge-Cap Value") and Nuveen NWQ Multi-Cap Value Fund ("NWQ
Multi-Cap Value"); and Nuveen Investment Trust II ("Investment Trust II"), on
behalf of its series Nuveen Rittenhouse Growth Fund ("Rittenhouse Growth"), Nuveen Innovation Fund ("Innovation") and
Nuveen NWQ International Value Fund ("NWQ International Value"), formerly Nuveen International Growth
Fundeach a
Massachusetts business trust (each trust individually, a "Trust" and
collectively, the "Trusts" and each series individually, a "Fund" and
collectively, the "Funds"), of proxies to be voted at thea Special Meeting of
Shareholders to be held (along with the meeting of shareholders of several other
Nuveen funds) in the Assembly Room of The Northern Trust Company, 50 South
LaSalle Street, Chicago, Illinois 60675, on Tuesday, July 28, 200326, 2005, at 10:30
a.m., Chicago time, (for each Trust, an "Special Meeting"a "Meeting" and collectively, the
"Special Meetings""Meetings"), and at any and all adjournments thereof.
On the matters coming before each Special Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is so specified, the shares will be voted FOR
approval of the new investment management agreement, FOR the approval of the new
sub-advisory agreement, if applicable,
2
and FOR the election of the nominees as listed in this Joint Proxy Statement and FOR the changes to each
Fund's fundamental investment policies.Statement.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with that FundTrust a written notice of revocation, by delivering a
duly executed proxy bearing a later date or by attending the Special Meeting and voting
in person.
This Joint Proxy Statement is first being mailed to shareholders on or about
June , 2003.2005.
The Board of each Trust has determined that the use of this Joint Proxy
Statement for each Special Meeting is in the best interest of each Trust and its
shareholders in light of the similar matters being considered and voted on by
the shareholders.
The following table indicates which shareholders are solicited with respect to
each matter:
PROPOSALSPROPOSALS(1)
- ---------------------------------------------------------------------------------------
CHANGE IN------------------------------------------------------------------------------------------
APPROVE NEW
INVESTMENT APPROVE NEW
MANAGEMENT SUB-ADVISORY ELECT NINE (9)
FUND AGREEMENT AGREEMENT BOARD FUNDAMENTAL
FUND MEMBERS
POLICIES
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I X
Arizona Municipal X
Colorado Municipal X
Florida Municipal X
Maryland Municipal X
New Mexico Municipal X
Pennsylvania Municipal X
Virginia Municipal X
- ------------------------------------------------------------------------------------------
MULTISTATE TRUST II X
California Municipal X
California Insured X
Connecticut Municipal X
Massachusetts Municipal X
Massachusetts Insured X
New Jersey Municipal X
New York Municipal X
New York Insured X
- ------------------------------------------------------------------------------------------
MULTISTATE TRUST III X
Georgia Municipal X
Louisiana Municipal X
North Carolina Municipal X
Tennessee Municipal X
- ------------------------------------------------------------------------------------------
MULTISTATE TRUST IV X
Kansas Municipal X
Kentucky Municipal X
Michigan Municipal X
Missouri Municipal X
Ohio Municipal X
Wisconsin Municipal X
- ------------------------------------------------------------------------------------------
3
PROPOSALS(1)
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APPROVE NEW
INVESTMENT APPROVE NEW
MANAGEMENT SUB-ADVISORY ELECT NINE (9)
FUND AGREEMENT AGREEMENT BOARD MEMBERS
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MUNICIPAL TRUST X
Large-Cap ValueAll-American X
High Yield Municipal X
Insured Municipal X
Intermediate Duration X
Limited Term X
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INVESTMENT TRUST X
Balanced Stock and Bond X X
Balanced Municipal and Stock X EuropeanX
Large-Cap Value X X
NWQ Multi-Cap Value X X
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INVESTMENT TRUST II X
Rittenhouse Growth X Innovation X
NWQ International Value X X
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(1) Shareholders of all classes of each Fund or, in the case of the election of
Board Members, of each Trust vote together on each proposal.
A quorum of shareholders is required to take action at each SpecialTrust's Meeting. A
majority of the shares entitled to vote at each Special Meeting, represented in person
or by proxy, will constitute a quorum of shareholders at that Special
Meeting. Votes
cast by proxy or in person at each Special Meeting will be tabulated by the inspectors
of election appointed for that Special Meeting. The inspectors of election will
determine whether or not a quorum is present at the
Special Meeting. The inspectors of
election will treat abstentions and "broker non-votes" (i.e., shares held by
brokers or nominees, typically in "street name," as to which (i) instructions
have not been received from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary voting power on a
particular matter) as present for purposes of determining a quorum.
For purposes of determining the approval of the new investment management
agreement and sub-advisory agreement, abstentions and broker non-votes will be
treated as shares voted against the proposal. For purposes of determining the
approval of the proposal to elect nominees for each Fundof the Trusts, abstentions
and broker non-votes will have no effect on the election of Board Members and will be treated as shares voted against the
proposal to change each Fund's fundamental investment policies.Members. The
details of the proposals to be voted on by the shareholders of each Fund and the
vote required for approval of the proposals are set forth under the description
of each proposalthe proposals below.
4
Those persons who were shareholders of record at the close of business on May
19, 200320, 2005 will be entitled to one vote for each share held. As of May 19, 2003,20, 2005,
the shares of the Funds were issued and outstanding as follows:
CLASS OF SHARES
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FUND CLASS A CLASS B CLASS C CLASS R
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MULTISTATE TRUST I
Arizona Municipal
Colorado Municipal
Florida Municipal
Maryland Municipal
New Mexico Municipal
Pennsylvania Municipal
Virginia Municipal
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MULTISTATE TRUST II
California Municipal
California Insured
Connecticut Municipal
Massachusetts Municipal
Massachusetts Insured
New Jersey Municipal
New York Municipal
New York Insured
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MULTISTATE TRUST III
Georgia Municipal
Louisiana Municipal
North Carolina Municipal
Tennessee Municipal
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MULTISTATE TRUST IV
Kansas Municipal
Kentucky Municipal
Michigan Municipal
Missouri Municipal
Ohio Municipal
Wisconsin Municipal
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MUNICIPAL TRUST
All-American
High Yield Municipal
Insured Municipal
Intermediate Duration
Limited Term
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INVESTMENT TRUST
Large-Cap Value 22,521,893.4470 2,835,139.9100 2,179,083.9780 861,690.5590
Balanced Stock and Bond
1,632,689.4990 535,709.9740 330,602.8370 305,708.0170
Balanced Municipal and Stock
2,923,105.5790 1,240,743.2460 431,055.0270 35,733.9400
EuropeanLarge-Cap Value 67,009.5010 86,446.4290 17,298.4670 222,512.5640
NWQ Multi-Cap Value
289,389.6350 3,210.5760 8,691.8780 1,834,628.6140- ---------------------------------------------------------------------------------------
INVESTMENT TRUST II
Rittenhouse Growth
3,272,168.1200 7,437,695.8670 5,488,085.6430 620,476.9740
Innovation 603,938.2350 1,015,833.5890 1,363,878.3120 278,232.5310
NWQ International Value 193,089.0480 157,202.8520 247,629.8930 611,364.4040
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5
1. ELECTIONAPPROVAL OF BOARD MEMBERS OF EACH TRUST
Currently, two separate board clusters oversee the funds in theTHE NEW INVESTMENT MANAGEMENT AGREEMENTS
BACKGROUND
Under an investment management agreement between Nuveen family of
funds. One board cluster comprised of the same board members oversees the funds
managed by Nuveen Advisory Corp.Asset Management ("NAC") and one board cluster comprised of the
same board members oversees all but one of the funds managed by Nuveen
Institutional Advisory Corp. ("NIAC"NAM"
or the "Adviser") and each Trust (each, an "Original Investment Management
Agreement" and collectively, the "Original Investment Management Agreements"),
NAM has served as each Fund's investment adviser and has been responsible for
each Fund's overall investment strategy and its implementation. The date of each
Trust's Original Investment Management Agreement and the date on which it was
last approved by shareholders and approved for continuance by the Board is
provided in Appendix A. NAM is a wholly-owned subsidiary of Nuveen Investments,
Inc. ("Nuveen"). Nuveen is a publicly traded company and, until recently, was a
majority-owned subsidiary of The St. Paul Travelers Companies, Inc. ("St. Paul
Travelers"), a publicly-traded company that is principally engaged in providing
property-liability insurance through subsidiaries.
On March 25, 2005, Nuveen and St. Paul Travelers announced that St. Paul
Travelers planned to implement a three-part program to sell its equity interest
in Nuveen (the "Sale"). As part of St. Paul Travelers' previously announced
three-part divestiture program, St. Paul Travelers sold 39.3 million shares of
Nuveen's approximately 94 million outstanding common shares through a secondary
public offering on April 12, 2005. Nuveen also repurchased $600 million of its
common shares from St. Paul Travelers at a price of $32.98 per share, or
approximately 18.2 million shares. The repurchase of these shares is being
completed through two steps -- a $200 million repurchase that closed on April
12, 2005, and a $400 million forward purchase (plus interest) that will settle
later this year. St. Paul Travelers also entered into an agreement with two
other parties to sell approximately 12 million common shares of Nuveen for
settlement later this year. Upon the closing of the secondary offering and the
initial repurchase by Nuveen as well as the closing for the forward sale
transactions later this year, Nuveen will emerge as a fully independent public
company.
Each current board
cluster has a totalOriginal Investment Management Agreement, as required by Section 15 of six board members who are not "interested persons" (as
that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), provides for its
automatic termination in the event of its "assignment" (as defined in the 1940
Act). Any change in control of the Adviser is deemed to be an assignment. The
consummation of the Sale may be deemed a change in control of the Adviser and
therefore cause the automatic termination of each Original Investment Management
Agreement, as required by the 1940 Act.
In anticipation of the Sale, each Board met in person at a joint meeting of each
Trust's Board on May 10-12, 2005 for purposes of, among other things,
considering whether it would be in the best interests of each Trust and its
shareholders to approve a new investment management agreement between the Trust
and NAM (each, a "New Investment Management Agreement" and collectively, the
"New Investment Management Agreements").
The 1940 Act requires that with respect to each Fund the respective Trust's New
Investment Management Agreement be approved by the Fund's shareholders in order
for it to become effective with respect to that Fund. At the Board meeting, and
for the reasons discussed below (see "Board Considerations in Approving New
Investment Management Agreements and New Sub-Advisory Agreements" after Proposal
2), each Board, including a majority of the Board Members who are not affiliatedparties to
the Original Investment Management Agreements, New Investment Management
Agreements or any subadvisory agreement entered
6
into by the Adviser with Nuveenrespect to any Fund or a fund's investment
adviserwho are not "interested persons"
of the Trusts or the Adviser as defined in the 1940 Act (the "Independent Board
Members"), unanimously approved the New Investment Management Agreement and
one board member whounanimously recommended its approval by shareholders in order to assure
continuity of investment advisory services to the Trust after the Sale. In the
event shareholders of a Fund do not approve the New Investment Management
Agreement, the Board will take such action as it deems to be in the best
interests of the Fund and its shareholders. The form of the New Investment
Management Agreement is an
"interested person."attached hereto as Appendix B.
COMPARISON OF ORIGINAL INVESTMENT MANAGEMENT AGREEMENT AND NEW INVESTMENT
MANAGEMENT AGREEMENT
The terms of each New Investment Management Agreement, including fees payable to
the Adviser by each Fund thereunder, are substantially identical to those of the
Original Investment Management Agreement, except for the date of effectiveness.
There is no change in the fee rate payable by each Fund to the Adviser. If
approved by shareholders of a Fund, the New Investment Management Agreement for
the respective Trust will expire with respect to that Fund on August 1, 2006,
unless continued. Each New Investment Management Agreement will continue in
effect from year to year thereafter if such continuance is approved for the Fund
at least annually in the manner required by the 1940 Act and the rules and
regulations thereunder. Below is a listcomparison of board memberscertain terms of the Original
Investment Management Agreement to the terms of the New Investment Management
Agreement.
INVESTMENT MANAGEMENT SERVICES. The investment management services to be
provided by the Adviser to each Fund under the New Investment Management
Agreements will be identical to those services currently provided by the Adviser
to each Fund under the Original Investment Management Agreements. Both the
Original Investment Management Agreements and New Investment Management
Agreements provide that the Adviser shall manage the investment and reinvestment
of each board cluster.Fund's assets in accordance with the Fund's investment objective and
policies and limitations and administer the Fund's affairs to the extent
requested by and subject to the supervision the Trust's Board. In addition, the
investment management services will be provided by the same Adviser personnel
under the New Investment Management Agreements as under the Original Investment
Management Agreements. The BoardsAdviser does not anticipate that the Sale will have
any adverse effect on the performance of its obligations under the New
Investment Management Agreements.
FEES. Under each Original Investment Management Agreement and New Investment
Management Agreement, the Fund pays to the Adviser an investment management fee
that consists of two components -- a fund-level component, based only on the
amount of assets within each individual Fund, and a complex-level component,
based on the aggregate managed assets (which includes assets attributable to all
types of leverage used in leveraged funds) of all Nuveen-branded closed-end and
open-end registered investment companies organized in the United States. The
investment management fee paid by each Fund equals the sum of the fund-level
component and complex-level component.
The fee schedules for the fund-level component and complex-level component to be
paid to the Adviser under the New Investment Management Agreements are identical
to the fund-level component and complex-level component paid to the Adviser
under the Original
7
Investment Management Agreements. The annual fund-level component for each Fund
under the Original Investment Management Agreements and the New Investment
Management Agreements, the fees paid by each Fund to the Adviser during each
Fund's last fiscal year and the Fund's net assets as of May 1, 2005 are set
forth in Appendix C to this Proxy Statement. The fee schedule for the
complex-level component is the same for each Fund under both the Original
Investment Management Agreements and New Investment Management Agreements and is
also set forth in Appendix C.
PAYMENT OF EXPENSES. Under each Original Investment Management Agreement and
each New Investment Management Agreement, the Adviser shall furnish, at its own
cost, office facilities and equipment and clerical, bookkeeping and
administrative services (other than such services, if any, provided by the
Trust's custodian, transfer agent and shareholder service agent, and the like)
for the Trust.
LIMITATION ON LIABILITY. The Original Investment Management Agreements and New
Investment Management Agreements provide that the Adviser will not be liable for
any loss sustained by reason of the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon the
investigation and research made by any other individual, firm or corporation, if
such recommendation shall have been selected with due care and in good faith,
except loss resulting from willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties, or by
reason of its reckless disregard of its obligations and duties under the
Agreement.
CONTINUANCE. The Original Investment Management Agreement of each Trust
have proposedoriginally was in effect for an initial term and could be continued thereafter
for successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of a
Fund approve the New Investment Management Agreement for that Fund, the New
Investment Management Agreement with respect to consolidate both board clusters into a
single board cluster sothat Fund will expire on August
1, 2006, unless continued. The New Investment Management Agreement may be
continued for successive one-year periods if approved at least annually in the
manner required by the 1940 Act.
TERMINATION. The Original Investment Management Agreement and New Investment
Management Agreement for each Trust provide that the same individuals serveAgreement may be terminated
at any time without the payment of any penalty by the Trust or Adviser on sixty
(60) days' written notice to the other party. A Trust may effect termination by
action of the Board or with respect to any Fund by vote of a majority of the
outstanding voting securities of that Fund, accompanied by appropriate notice.
INFORMATION ABOUT THE ADVISER
NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen.
Founded in 1898, Nuveen and its affiliates had approximately $ billion in
assets under management as of , 2005. Nuveen is a publicly traded
company and, until the consummation of the Sale, is a majority owned subsidiary
of St. Paul Travelers, 385 Washington Street, St. Paul, Minnesota 55102. Nuveen
is listed on the boards of mostNew York Stock Exchange and trades under the symbol "JNC."
The principal occupation of the Nuveen funds. All individuals serving on both board clusters are nominated
toofficers and directors of NAM who serve on the combined board except James E. Bacon, who is retiring. Mr. Bacon
is currently aas
officers or Board MemberMembers of the Trusts appears below under the headings "Board
Nominees/Board
8
Members" and serves"The Officers." Information for the remaining officers and
directors of NAM is shown in Appendix D. The business address of NAM, Nuveen and
each principal executive officer and director of NAM is 333 West Wacker Drive,
Chicago, Illinois 60606.
Board Member Schwertfeger sold shares of Class A Stock of Nuveen on
the NIAC board cluster.
2
The following isNew York Stock Exchange since June 1, 2003. Mr. Schwertfeger received
$ in exchange for his shares of Nuveen sold.
SHAREHOLDER APPROVAL
To become effective with respect to a listparticular Fund, the New Investment
Management Agreement must be approved by a vote of a majority of the nominees underoutstanding
voting securities of the proposal whoFund, with all classes voting together. The "vote of a
majority of the outstanding voting securities" is defined in the 1940 Act as the
lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote
thereon present at the meeting if the holders of more than 50% of such
outstanding shares are continuingpresent in person or represented by proxy; or (ii) more
than 50% of such outstanding shares of the Fund entitled to vote thereon. Each
New Investment Management Agreement was approved by the Board Membersof the respective
Trust on behalf of the Funds after consideration of all factors which it
determined to be relevant to its deliberations, including those discussed below.
The Board of each Trust also determined to submit the Trust's New Investment
Management Agreement for consideration by the shareholders of the Trust.
THE BOARD OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE TRUST
VOTE FOR APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.
2. APPROVAL OF THE NEW SUB-ADVISORY AGREEMENTS
BACKGROUND
NAM entered into an investment sub-advisory agreement (each, an "Original
Sub-Advisory Agreement" and collectively, the "Original Sub-Advisory
Agreements") with respect to certain Funds (each, a "Sub-Advised Fund" and
collectively, the "Sub-Advised Funds") with
9
various sub-advisers (each, a "Sub-Adviser" and collectively, the
"Sub-Advisers") as set forth below:
SUB-ADVISED FUND SUB-ADVISER
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INVESTMENT TRUST
Balanced Stock and Bond ICAP(1)
Balanced Municipal and Stock ICAP(2)
Large-Cap Value ICAP
NWQ Multi-Cap NWQ(3)
INVESTMENT TRUST II
NWQ International Value NWQ
Rittenhouse Growth Rittenhouse(4)
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(1) "ICAP" is Institutional Capital Corporation.
(2) ICAP is the sub-adviser only with respect to the Fund's equity investments.
(3) "NWQ" is NWQ Investment Management Company, LLC.
(4) "Rittenhouse" is Rittenhouse Asset Management, Inc.
The date of each Original Sub-Advisory Agreement and the nominees who are new board members:
CONTINUING BOARD MEMBERS (NIAC BOARD CLUSTER):
Timothy R. Schwertfeger*
Williamdate it was last
approved by shareholders and approved for continuance by the Board is provided
in Appendix E.
Bennett
Jack B. Evans
William L. Kissick
Thomas E. Leafstrand
Sheila W. Wellington
NEW BOARD MEMBER NOMINEES (NAC BOARD CLUSTER):
Robert P. Bremner
Lawrence H. Brown
Anne E. Impellizzeri
Peter R. Sawers
William J. Schneider
Judith M. Stockdale
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* Interested person. Mr. Schwertfeger currently serves on both board clusters.
In part,As with the proposal to create a single board is being recommended becauseOriginal Investment Management Agreements, each Original
Sub-Advisory Agreement, as required by Section 15 of the large number1940 Act, provides for
its automatic termination in the event of retirements that will occur overits assignment. A change in control of
the next few years. Within
two years,investment adviser or sub-adviser is deemed to be an assignment. The
completion of the aggregate numberSale may be deemed a change in control of Independent Board Members that serve on both
board clusters (currently 12) is expected to fall to six, due to a number of
retirements because of age and/or tenure limitations for board membership.
Combining the board will avoid the need to add new board members to each board
cluster at various later dates to maintain the current sizeNAM and structuretherefore
may be deemed an assignment of each board cluster and thereby avoidOriginal Sub-Advisory Agreement resulting in
its automatic termination, as required by the costs associated with multiple meetings
to fill such vacancies.1940 Act. In addition, combiningfor NWQ and
Rittenhouse, which are majority-owned subsidiaries of Nuveen, the board ensures thatcompletion of
the Sale may be deemed a change in control of NWQ and Rittenhouse and therefore
may be deemed an assignment of each Trust
will gain new board members that are already knowledgeable about Nuveen and
investment companiesOriginal Sub-Advisory Agreement resulting in
general.
Historically,its automatic termination, as required by the two separate board clusters have had separate meetings but
often have reviewed similar policy issues, contractual arrangements and other
matters. Among other potential efficiencies,1940 Act.
In anticipation of the Sale, the Board of each Trust believes
that consolidatingSub-Advised Fund met in person on
May 10-12, 2005 for purposes of considering whether it would be in the board clusters into one board would reduce the
duplicationbest
interests of board materials and reports covering the same issues and would
avoid the need for repeated presentation by the same personnel at different
meetings. This would permit the Advisereach Sub-Advised Fund and its personnelshareholders to focus on
non-administrative matters. In addition,approve a single board overseeing all
operationsnew
sub-advisory agreement between NAM and the respective Sub-Adviser (each a "New
Sub-Advisory Agreement" and collectively, the "New Sub-Advisory Agreements"). At
the Board meeting, and for the reasons discussed below (see "Board
Considerations in Approving New Investment Management Agreements and New
Sub-Advisory Agreements" after Proposal 2), the Board of the Nuveen familyeach Sub-Advised Fund,
including a majority of funds will have a better picture of all
issues facing shareholders. Furthermore, a single board would eliminate any
inconsistencies between how each board cluster approaches issues.
At its May 15, 2003 meeting, each board cluster reviewed the compensation paid
to Independent Board Members, andunanimously determined
that compensation should be
increased becausethe Sub-Advised Fund's New Sub-Advisory Agreement was in the best interests
of the expanded responsibilitiesFund and its shareholders and approved the Fund entering into the New
Sub-Advisory Agreement, subject to the consummation of the Sale and approval by
shareholders.
The 1940 Act requires that with respect to each Sub-Advised Fund the New
Sub-Advisory Agreement for that Fund be approved by that Sub-Advised Fund's
shareholders in order for it to become effective with respect to that Fund. The
Board of each Sub-Advised Fund unanimously recommends that shareholders approve
the New Sub-Advisory Agreement. In the event shareholders of a Sub-Advised Fund
do not approve the New Sub-Advisory
10
Agreement, the Board will take such action as it deems to be in the best
interests of the Sub-Advised Fund and its shareholders. The form of the New
Sub-Advisory Agreement is attached hereto as Appendix F.
COMPARISON OF ORIGINAL SUB-ADVISORY AGREEMENT AND
NEW SUB-ADVISORY AGREEMENT
The terms of each New Sub-Advisory Agreement, including fees payable to the
Sub-Adviser by NAM thereunder, are substantially identical to those of the
Original Sub-Advisory Agreement, except for the date of effectiveness. There is
no change in the fee rate payable by NAM to the Sub-Adviser. If approved by
shareholders of a Fund, the New Sub-Advisory Agreement for the Fund will expire
on August 1, 2006, unless continued. Each New Sub-Advisory Agreement will
continue in effect from year to year thereafter if such continuance is approved
for the Fund at least annually in the manner required by the 1940 Act and the
rules and regulations thereunder. Below is a comparison of certain terms of the
Original Sub-Advisory Agreements to the terms of the New Sub-Advisory
Agreements.
ADVISORY SERVICES. The advisory services to be provided by the Sub-Adviser to
each Sub-Advised Fund under the New Sub-Advisory Agreements will be identical to
those advisory services currently provided by the Sub-Adviser to each
Sub-Advised Fund under the Original Sub-Advisory Agreements. Both the Original
Sub-Advisory Agreements and New Sub-Advisory Agreements provide that the
Sub-Adviser will furnish an investment program in respect of, make investment
decisions for and place all orders for the purchase and sale of securities for
the portion of the Fund's investment portfolio allocated by the Adviser to the
Sub-Adviser, all on behalf of the Fund and subject to supervision of the Trust's
Board and the Adviser. In performing its duties under both the Original
Sub-Advisory Agreements and the New Sub-Advisory Agreements, the Sub-Adviser
will monitor the Fund's investments and will comply with the provisions of the
Trust's Declaration of Trust and By-Laws and the stated investment objectives,
policies and restrictions of the Fund. It is not anticipated that the Sale will
have any adverse effect on the performance of a Sub-Adviser's obligations under
the New Sub-Advisory Agreements.
Under the Original Sub-Advisory Agreement and New Sub-Advisory Agreement with
ICAP, ICAP is engaged to provide services to the entire investment portfolio of
Large-Cap Value and Balanced Stock and Bond and the equity investments only of
Balanced Municipal and Stock. The other Sub-Advisers are engaged to provide
services to the entire investment portfolio of the Funds they sub-advise.
BROKERAGE. Both the Original Sub-Advisory Agreements and New Sub-Advisory
Agreements authorize the Sub-Adviser to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Funds, subject
to its obligation to obtain best execution under the circumstances, which may
take account of the overall quality of brokerage and research services provided
to the Sub-Adviser.
FEES. Under both the Original Sub-Advisory Agreements and New Sub-Advisory
Agreements, the Adviser pays the Sub-Adviser a portfolio management fee out of
the investment management fee it receives from the respective Fund. The rate of
the portfolio management fees payable by the Adviser to each Sub-Adviser under
the New Sub-Advisory Agreements is identical to the rate of the fees paid under
the Original Sub-Advisory Agreements. The annual rate of portfolio management
fees payable to each Sub-Adviser under the Original
11
Sub-Advisory Agreements and the New Sub-Advisory Agreements and the fees paid by
the Adviser to each Sub-Adviser with respect to each Sub-Advised Fund during
each Sub-Advised Fund's last fiscal year is set forth in Appendix G to this
Proxy Statement. Appendix G also includes the advisory fee rates and net assets
of funds not included in this Proxy Statement advised by each Sub-Adviser with
similar investment objectives as the Funds the Sub-Adviser sub-advises.
PAYMENT OF EXPENSES. Under each Original Sub-Advisory Agreement and New
Sub-Advisory Agreement, the Sub-Adviser agrees to pay all expenses it incurs in
connection with its activities under the Agreement other than the cost of
securities (including brokerage commissions and other related expenses)
purchased for the Fund.
LIMITATION ON LIABILITY. The Original Sub-Advisory Agreements and New
Sub-Advisory Agreements provide that the Sub-Adviser will not be liable for, and
the Adviser will not take any action against the Sub-Adviser to hold the
Sub-Adviser liable for, any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the performance of the Sub-Adviser's
duties under the Agreement, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the
performance of its duties under the Agreement, or by reason of its reckless
disregard of its obligations and duties under the Agreement.
CONTINUANCE. The Original Sub-Advisory Agreement of each Sub-Advised Fund
originally was in effect for an initial term and could be continued thereafter
for successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of a
Sub-Advised Fund approve the New Sub-Advisory Agreement for that Fund, the New
Sub-Advisory Agreement will expire on August 1, 2006, unless continued.
Thereafter, the New Sub-Advisory Agreement may be continued for successive
one-year periods if approved at least annually in the manner required by the
1940 Act.
TERMINATION. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement
for each Sub-Advised Fund provide that the Agreement may be terminated at any
time without the payment of any penalty by NAM on sixty (60) days' written
notice to the Sub-Adviser. The Original Sub-Advisory Agreement and New
Sub-Advisory Agreement may also be terminated by a Sub-Advised Fund with respect
to that Fund by action of the Board Members dueor by a vote of a majority of the
outstanding voting securities of that Fund, accompanied by 60 days' written
notice.
The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for each Sub-
Advised Fund is also terminable with respect to (a)that Fund at any time without
the increasepayment of any penalty, by the Adviser, the Board or by vote of a majority
of the outstanding voting securities of that Fund in the number and typesevent that it is
established by a court of investment companies overseen bycompetent jurisdiction that the Board Members and (b) recent additional legal and regulatory requirements.
Effective July 1, 2003, for all Nuveen Funds overseen, Independent Board Members
will receiveSub-Adviser or any of
its officers or directors has taken any action that results in a $65,000 annual retainer for all Nuveen Funds, plus (a) a fee of
$2,000 per day for attendance in person or by telephone, if for unavoidable
reasons, at a regularly scheduled meetingbreach of the
Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled, board meeting; (c) a fee
of $1,000 per day for attendance in person at an Audit Committee meeting where
in-person attendance is required and $500 per day for attendance by telephone or
in person where in-person attendance is not required; (d) a fee of $500 per day
for attendance in person or by telephone for a meetingrepresentations of the dividend
committee; and (e) a fee of $500 per day for attendance in person at all other
committee meetings on a day on which no regularly scheduled Board meeting is
held in which in-person attendance is required and $250 per day for attendance
by telephone or in person at such meetings where in-person attendance is not
required, plus, in each case, expenses incurred in attending such meetings. The
Boards do not anticipate any further changeSub-Adviser set forth in the compensation scheduleAgreement.
INFORMATION ABOUT SUB-ADVISERS
ICAP. ICAP, 225 West Wacker Drive, Chicago, Illinois 60606, manages the entire
investment portfolios of Large-Cap Value and Balanced Stock and Bond, and the
equity investments portion of Balanced Municipal and Stock. ICAP is an
institutional investment management
12
firm that was founded in 1970 and has approximately $ billion in assets under
management as of , 2005. Mr. Robert H. Lyon, President, owns shares
representing 51% of the voting rights of ICAP. Nuveen owns a non-voting common
stock interest in ICAP equalling approximately 20%.
NWQ. NWQ, 2049 Century Park East, 4th Floor, Los Angeles, California 90067, an
affiliate of NAM, manages the investment portfolios of NWQ Multi-Cap Value and
NWQ International Value. NWQ is organized as a resultmember-managed limited liability
company, and its sole managing member is Nuveen. NWQ has provided investment
management services to institutions and high net worth individuals since 1982.
NWQ managed over $ billion in assets as of _____________ , 2005.
Rittenhouse. Rittenhouse, Five Radnor Corporate Center, Radnor, Pennsylvania
19087, manages the investment portfolio of Rittenhouse Growth. Rittenhouse, a
wholly-owned subsidiary of Nuveen, is an institutional investment management
firm with over 20 years of experience and approximately $ billion in assets
under management as of , 2005.
The principal occupation of the board consolidation.
Currently, for all Nuveen Funds overseen, the continuing Independentofficers and directors of each Sub-Adviser who
serve as officers or Board Members of the Funds receiveTrusts appears below under the
headings "Board Nominees/Board Members" and "The Officers." Information for the
remaining officers and directors of each Sub-Adviser is shown in Appendix H.
SHAREHOLDER APPROVAL
To become effective, each New Sub-Advisory Agreement must be approved by a $35,000 annual retainer for servingvote
of a majority of the outstanding voting securities of the Fund, with all classes
voting together. The "vote of a majority of the outstanding voting securities"
is defined in the 1940 Act as a Trustee
for all funds affiliated with Nuveen and the Adviser, plus (a) a feelesser of $1,000
per day for attendancethe vote of (i) 67% or more of the
shares of the Fund entitled to vote thereon present at the meeting if the
holders of more than 50% of such outstanding shares are present in person or
represented by telephone atproxy; or (ii) more than 50% of such outstanding shares of the
Fund entitled to vote thereon. Each New Sub-Advisory Agreement was approved by
the Board after consideration of all meetingsfactors which it determined to be relevant
to its deliberations, including those discussed above. The Board also determined
to submit the New Sub-Advisory Agreement for consideration by the shareholders
of the Fund.
THE BOARD OF EACH SUB-ADVISED FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF
THE FUND VOTE FOR APPROVAL OF THE FUND'S NEW SUB-ADVISORY AGREEMENT.
BOARD CONSIDERATIONS IN APPROVING NEW INVESTMENT MANAGEMENT AGREEMENTS AND NEW
SUB-ADVISORY AGREEMENTS
At a meeting held on May 10-12, 2005, the Board each Trust, including the
Independent Board Members, unanimously approved the New Investment Management
Agreement between each Trust and NAM and the New Sub-Advisory Agreements between
NAM and the Sub-Advisers (NAM and the Sub-Advisers are each, a day
on"Fund Adviser").
THE APPROVAL PROCESS. To assist the Board in its evaluation of an advisory
contract with a Fund Adviser, the Independent Board Members received a report in
adequate time in advance of their meeting which a regular meetingoutlined, among other things,
the services provided by the Fund Adviser; the organization of the Board is held; (b) a feeFund Adviser,
including the responsibilities of $1,000 per day for
attendancevarious
13
departments and key personnel; the Fund's past performance as well as the Fund's
performance compared to funds of similar investment objectives compiled by an
independent third party (a "Peer Group") as described below and if available,
with recognized or, in person or $500 per day for attendance by telephone at all meetings
(other than a meetingcertain cases, customized benchmarks; the profitability
of the executive committee) held on a day on which no
regular Board meeting is held;Fund Adviser and (c) a fee of $200 per daycertain industry profitability analyses for attendance in
person or by telephone at a meetingadvisers to
unaffiliated investment companies; the expenses of the dividend and valuation committee and
a fee of $100 per day for attendanceFund Adviser in person or by telephone at a meetingproviding
the various services; the advisory fees of the executive committee, plus,Fund Adviser, including
comparisons of such fees with the management fees of comparable funds in its
Peer Group as well as comparisons of the Fund Adviser's management fees with the
fees the Fund Adviser assesses to other types of investment products or
accounts, if any; the soft dollar practices of the Fund Adviser; and the
expenses of each case, expenses incurred in attending such
meetings.
BecauseFund, including comparisons of the total compensationFund's expense ratios (after
any fee waivers) with the expense ratios of its Peer Group. This information
supplements that received by the Board throughout the year regarding Fund
performance, expense ratios, portfolio composition, trade execution and sales
activity.
In addition to the foregoing materials, independent legal counsel to the
Independent Board Members provided, in advance of the meeting, a legal
memorandum outlining, among other things, the duties of the Board Members under
the 1940 Act as well as the general principles of relevant state law in
reviewing and approving advisory contracts; the requirements of the 1940 Act in
such matters; an adviser's fiduciary duty with respect to advisory agreements
and compensation; the standards used by courts in determining whether investment
company boards of directors have fulfilled their duties and factors to be
considered by the board in voting on advisory agreements.
At the Board meeting, NAM made a presentation to and responded to questions from
the Board. In addition, the Independent Board Members noted that each
Sub-Adviser also had previously made written or oral presentations to the Board
providing the respective Sub-Adviser with the opportunity to explain its
investment strategies, discuss market conditions, and highlight any material
issues. Many of these presentations were part of site visits by the Board
throughout the year. After the presentations and after reviewing the written
materials, the Independent Board Members met privately with their legal counsel
to review the Board's duties in reviewing advisory contracts and consider the
renewal of the advisory contract. It is allocated
amongwith this background that the Board
Members considered each advisory contract (which includes the Sub-Advisory
Agreements) with a Fund Adviser. The Independent Board Members, in consultation
with independent counsel, reviewed the factors set out in judicial decisions and
Securities and Exchange Commission directives relating to the renewal of
advisory contracts. As outlined in more detail below, the Board Members
considered all factors they believed relevant with respect to each Fund,
including the following: (a) the nature, extent and quality of the services to
be provided by the Fund Adviser; (b) the investment performance of the Fund and
the Fund Adviser; (c) the costs of the services to be provided and profits to be
realized by the Fund Adviser and its affiliates from the relationship with the
Fund; (d) the extent to which economies of scale would be realized as the Fund
grows; and (e) whether fee levels reflect these economies of scale for the
benefit of Fund investors.
A. NATURE, EXTENT AND QUALITY OF SERVICES
In evaluating the nature, extent and quality of the respective Fund Adviser's
services, the Board Members reviewed information concerning the types of
services that a Fund Adviser or its affiliates provide and are expected to
provide to the Nuveen familyFunds; narrative and
14
statistical information concerning the Fund's performance record and how such
performance compares to the Fund's Peer Group and, if available, recognized
benchmarks or, in certain cases, customized benchmarks (as described in further
detail in Section B below); information describing the Fund Adviser's
organization and its various departments, the experience and responsibilities of
key personnel, and available resources. In the discussion of key personnel, the
Board Members received materials regarding the changes or additions in personnel
of the applicable Fund Adviser. The Board Members further noted the willingness
of the personnel of NAM to engage in open, candid discussions with the Board.
The Board Members further considered the quality of the Fund Adviser's
investment process in making portfolio management decisions, including any
refinements or improvements to the portfolio management processes, enhancements
to technology and systems that are available to portfolio managers, and any
additions of new personnel which may strengthen or expand the research and
investment capabilities of the Fund Adviser. In their review, the Board Members
also noted that Nuveen won the Lipper Award for Best Fund Family: Fixed
Income-Large Asset Class, for 2004. Given the Board Members' experience with the
Funds, other Nuveen funds based on assets per fund,and the increase in total
assets overseen byFund Advisers, the combined board meansBoard Members noted that
they were familiar with and continue to have a good understanding of the
organization, operations and personnel of the Fund Advisers.
In addition to advisory services, the Independent Board Member
compensationMembers considered the
quality of the administrative or non-advisory services provided. In this regard,
NAM provides the Fund with such administrative and other services (exclusive of,
and in addition to, any such services provided by others for the Funds) and
officers and other personnel as are necessary for the operations of the
respective Fund. In addition to investment management services, NAM and its
affiliates provide each Fund with a percentagewide range of services, including: preparing
shareholder reports; providing daily accounting; providing quarterly financial
statements; overseeing and coordinating the activities of other service
providers; administering and organizing Board meetings and preparing the Board
materials for such meetings; providing legal support (such as helping to prepare
registration statements, amendments thereto and proxy statements and responding
to regulatory inquiries); and performing other Fund administrative tasks
necessary for the operation of the Fund (such as tax reporting and fulfilling
regulatory filing requirements). In addition, in evaluating the administrative
services, the Board Members considered, in particular, a Fund Adviser's policies
and procedures for assuring compliance with applicable laws and regulations in
light of the new Securities and Exchange Commission regulations governing
compliance. The Board Members noted NAM's focus on compliance and its compliance
systems. In their review, the Board Members considered, among other things, the
additions of experienced personnel to NAM's compliance group and modifications
and other enhancements to NAM's computer systems. In addition to the foregoing,
the Board Members also noted that NAM outsources certain services that cannot be
replicated without significant costs or at the same level of expertise. Such
outsourcing has been a beneficial and efficient use of resources by keeping
expenses low while obtaining quality services.
In addition to the above, the Board also considered the following with respect
to Funds that utilize a Sub-Adviser, the Board Members considered NAM's ability
and procedures to monitor the respective Sub-Adviser's performance, business
practices and compliance policies and procedures. In this regard, the Board
Members noted the role of NAM's investment oversight committee, including its
increased personnel, the responsibilities and
15
experience of the staff, and procedures to monitor Sub-Advisers, including the
use of site visits.
With respect to services provided to the Funds that are municipal funds, the
Board Members also noted, among other things, the enhancements NAM implemented
to its municipal portfolio management processes (e.g., the increased use of
benchmarks to guide and assess the performance of its portfolio managers); the
implementation of a risk management program; and the various initiatives being
undertaken to enhance or modify NAM's computer systems as necessary to support
the innovations of the municipal investment team (such as, the ability to assess
certain historical data in order to create customized benchmarks, perform
attribution analysis and facilitate the use of derivatives as hedging
instruments).
With respect to the Sub-Advisers, the Independent Board Members noted that the
Sub-Advisory Agreements were essentially agreements for portfolio management
services only and the respective Sub-Adviser was not expected to supply other
significant administrative services to the Funds.
Based on their review, the Board Members found that, overall, the nature, extent
and quality of services provided (and expected to be provided) to the respective
Funds under the Investment Management Agreement or Sub-Advisory Agreement, as
applicable, were of a high level and were quite satisfactory.
B. THE INVESTMENT PERFORMANCE OF THE FUND AND FUND ADVISERS
As previously noted, the Board received a myriad of performance information
regarding each Fund and its Peer Group, if available. Among other things, the
Board received materials reflecting a Fund's historic performance, the Fund's
performance compared to its Peer Group if available and its performance compared
to recognized and, in certain cases, customized benchmarks (as applicable).
Further in evaluating the performance information, in certain limited instances,
the Board Members noted that the closest Peer Group for a Fund still would not
adequately reflect such Fund's investment objectives and strategies, thereby
limiting the usefulness of the comparisons of such Fund's performance with that
of the Peer Group.
With respect to national and state municipal funds, the performance data
included, among other things, such Fund's performance relative to its peers,
except as noted. More specifically, a Fund's one-, three- and five-year total
returns (as available) for the periods ending December 31, 2004 were evaluated
relative to the unaffiliated funds in its respective Peer Group (including the
returns of individual peers as well as the Peer Group average) as well as
additional performance information with respect to all funds in the Peer Group,
subject to the following. Certain state municipal Funds do not have a
corresponding Peer Group in which case their performance is measured against a
state-specific municipal index compiled by an individualindependent third party. Such
indices measure bond performance rather than fund performance. The two Funds
that utilize such indices are New Mexico Municipal and Wisconsin Municipal.
Based on their review, the Board Members considered the Fund's assetsabsolute and
relative investment performance over time had been satisfactory.
With respect to the non-municipal funds, the Board Members reviewed performance
information including, among other things, total return information compared
with the Fund's Peer Group as well as recognized and, in some cases, customized
benchmarks for the one-,
16
three- and five-year periods (as applicable) ending December 31, 2004. This
information supplements the Fund performance information provided to the Board
at each of their quarterly meetings. Based on their review, the Board Members
considered the respective Fund's absolute and relative investment performance
over time had been satisfactory, except as noted.
Although Rittenhouse Growth's performance over certain recent periods has not
compared favorably to its peers or benchmark, its performance has seen recent
improvement. The Board Members also noted that such Fund was in the top quartile
compared to its peers for the five-year performance period ending December 31,
2004. In addition, the Board Members noted that the Rittenhouse investment team
made significant modifications to its investment approach with the introduction
of a new quality model to expand its universe of eligible investments,
restructured and added to its investment team, and further added analytical
tools to support its investment process. The Board was satisfied with
Rittenhouse's initiatives to address performance concerns.
C. FEES, EXPENSES AND PROFITABILITY
FEES AND EXPENSES. In evaluating the management fees and expenses that a Fund is
expected to bear, the Board Members considered the Fund's current management fee
structure, the sub-advisory fee arrangements (as applicable) and the Fund's
expected expense ratios in absolute terms as well as compared with the fees and
respective expense ratios of the unaffiliated funds in its Peer Group. The Board
Members reviewed the financial information of the respective Fund Adviser,
including its respective revenues, expenses and profitability. In reviewing
fees, the Board Members, among other things, reviewed comparisons of the Fund's
gross management fees (fees after fund-level and complex-wide level breakpoints
but before reimbursement and fee waivers), net management fees (after
breakpoints and reimbursements and fee waivers) and total expense ratios (before
and after waivers) with those of the unaffiliated funds in its Peer Group and
peer averages. In this regard, the Board Members noted that the relative ranking
of the Nuveen Funds on fees and expenses was aided by the significant level of
fee reductions provided by the fund-level and complex-wide breakpoint schedules,
and the fee waivers and reimbursements provided by Nuveen for certain Funds
launched since 1999. The complex-wide breakpoint schedule was instituted in 2004
and is described in further detail below in Section D entitled "Economies of
Scale and Whether Fee Levels Reflect these Economies of Scale." In addition to
the foregoing, in their review of the fee and expense information provided for
the municipal funds, including, in particular, the expense ratios of the
unaffiliated funds in the Peer Group, the Board Members determined that such
Funds' net total expense ratios were within an acceptable range compared to such
peers. The Board Members further noted that net total expense ratios for all the
open-end equity and balanced Funds, except the NWQ International Value, were
somewhat above the peer averages. Nevertheless, the Board Members noted that
when the comparisons were made with unaffiliated funds of comparable total asset
size, such Funds were within the mid-range of that narrower Peer Group.
COMPARISONS WITH THE FEES OF OTHER CLIENTS. The Board Members further compared
the fees of NAM to the fees NAM or an affiliate thereof assessed for other types
of clients. With respect to non-municipal funds, such other clients included
separate managed accounts as well as fees charged on funds that are not offered
by Nuveen but are sub-advised by one of Nuveen's investment management teams.
With respect to the municipal funds, such other clients
17
included clients investing in municipal funds, such as municipal managed
accounts. With respect to separately managed accounts or municipal managed
accounts, the advisory fees for such accounts are generally lower than those
charged to the comparable Fund. The Board Members noted, however, the additional
services that are provided and the costs incurred by Nuveen in managing and
operating registered investment companies, such as the Funds, compared to
individually managed separate accounts. For instance, as described above, NAM
and its affiliates provide numerous services to the Funds including, but not
limited to, preparing shareholder reports; providing daily accounting; preparing
quarterly financial statements; overseeing and coordinating the activities of
other service providers; administering and organizing Board meetings and
preparing the Board materials for such meetings; providing legal support; and
administering all other aspects of the Fund's operations. Further, the Board
Members noted the increased compliance requirements for funds in light of new
Securities and Exchange Commission regulations and other legislation. These
services are generally not required to the same extent, if at all, for separate
accounts. In addition to the differences in services, the Board Members also
considered, among other things, the differences in product distribution,
investor profiles and account sizes. Accordingly, the Board Members believe that
the nature and number of services provided to operate a Fund merit the higher
fees than those to separate managed accounts.
In considering the fees of the Sub-Advisers, the Board Members also considered
the pricing schedule the respective Sub-Adviser charges for similar investment
management services for other fund sponsors or clients. In this regard, the
Board Members noted that the sub-advisory fees were at the lower end of the
respective Sub-Adviser's fee schedule.
PROFITABILITY OF FUND ADVISERS. In conjunction with its review of fees, the
Board Members also considered the profitability of NAM (which incorporated
Nuveen's wholly-owned affiliated sub-advisers -- Rittenhouse and NWQ) as well as
the profitability of ICAP. The Board Members reviewed the respective Fund
Adviser's revenues, expenses and profitability margins (on both a pre-tax and
after-tax basis). In reviewing profitability, the Board Members recognized that
one of the most difficult issues in determining profitability is establishing a
method of allocating expenses. Accordingly, the Board Members reviewed a Fund
Adviser's assumptions and methodology of allocating expenses. In this regard,
the methods of allocation used appeared reasonable but the Board noted the
inherent limitations in allocating costs among various advisory products. The
Board Members also recognized that individual fund or product line profitability
of other advisers is generally not publicly available. Further, profitability
may be loweraffected by numerous factors including the types of funds managed,
expense allocations, business mix, etc., and therefore comparability of
profitability is somewhat limited. Nevertheless, to the extent available, the
Board Members considered the respective Fund Adviser's profit margin compared to
the profitability of various publicly-traded investment management companies
and/or investment management companies that publicly disclose some or all of
their financial results compiled by three independent third-party service
providers. The Board Members also reviewed the revenues, expenses and profit
margins of various unaffiliated advisory firms with similar amounts of assets
under management for the last year prepared by NAM. Based on their review, the
Board Members were satisfied that each Fund Adviser's level of profitability
from its relationship with each Fund was reasonable in light of the services
provided.
In evaluating the reasonableness of the compensation, the Board Members also
considered any other revenues paid to a Fund Adviser as well as any indirect
benefits (such as soft dollar
18
arrangements, if any) the Fund Adviser and its affiliates are expected to
receive that are directly attributable to their management of the Funds, if any.
See Section E below for additional information. Based on their review of the
overall fee arrangements of the applicable Fund, the Board Members determined
that the advisory fees and expenses of the respective Fund were reasonable.
D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
In reviewing the compensation, the Board Members have long understood the
benefits of economies of scale as the assets of a fund grows and have sought to
ensure that shareholders share in these benefits. One method for shareholders to
share in economies of scale is to include breakpoints in the advisory fee
schedules that reduce fees as fund assets grow. Accordingly, the Board Members
received and reviewed the schedules of advisory fees for each Fund, including
fund-level breakpoints thereto. In addition, after lengthy negotiations with
management, the Board in May, 2004 approved a complex-wide fee arrangement
pursuant to which fees of the funds in the Nuveen complex, including the Funds,
are reduced as the assets in the fund complex reach certain levels. The
complex-wide fee arrangement was introduced on August 1, 2004 and the Board
Members reviewed data regarding the reductions of fees for the Funds for the
period of August 1, 2004 to December 31, 2004. In evaluating the complex-wide
fee arrangement, the Board Members considered, among other things, the historic
and expected fee savings to shareholders as assets grow, the amount of fee
reductions at various asset levels, and that the arrangement would extend to all
funds in the Nuveen complex. The Board Members also considered the impact, if
any, the complex-wide fee arrangement may have on the level of services
provided. Based on their review, the Board Members concluded that the breakpoint
schedule and complex-wide fee arrangement currently was acceptable and desirable
in providing benefits from economies of scale to shareholders.
E. INDIRECT BENEFITS
In evaluating fees, the Board Members also considered any indirect benefits or
profits the respective Fund Adviser or its affiliates may receive as a result of
its relationship with each Fund. In this regard, the proposal. Moreover,
3Board Members considered
any benefits from soft dollar arrangements. The Board Members noted that
although NAM manages a large amount of assets, it has very little, if any,
brokerage to allocate. This is due to the fact that NAM typically manages the
portfolios of the municipal funds in the Nuveen complex and municipal bonds
generally trade on a principal basis. Accordingly, NAM does not currently have
any soft dollar arrangements and does not pay excess brokerage commissions (or
spreads on principal transactions) in order to receive research services. With
respect to ICAP, NWQ and Rittenhouse, the Board Members considered that the
Sub-Adviser benefits from its soft dollar arrangements pursuant to which the
Sub-Adviser receives research from brokers that execute the applicable Fund's
portfolio transactions. The Board Members received and reviewed materials
concerning such Sub-Adviser's brokerage practices, including its broker
allocation policies and procedures, the types of research and brokerage services
received, the brokers providing such services, and the dollar amount of
commissions allocated to brokers for soft dollar arrangements for the last
calendar year. In considering the types of research received, the Board Members
noted that such Sub-Adviser either has already limited (or has agreed to
19
modify its practices to limit) the use of soft dollars to research with
intellectual content. The Board Members recognized that a Sub-Adviser's
profitability may be lower if the Sub-Adviser was required to pay for this
research with hard dollars.
In addition to soft dollar arrangements, the Board Members also considered any
other revenues, if any, received by NAM or its affiliates. In this regard, for
Funds with 12b-1 plans, the Board Members received and considered the amount of
12b-1 fees retained by Nuveen during the last calendar year. The Board Members
noted that the vast majority of the 12b-1 fees received by Nuveen are ultimately
paid to other financial advisers.
F. OTHER CONSIDERATIONS
Nuveen, until recently, was a majority owned subsidiary of St. Paul Travelers.
As noted, St. Paul Travelers earlier this year announced its intention to divest
its equity stake in Nuveen. Nuveen is the parent of NAM. Pursuant to a series of
transactions, St. Paul Travelers has begun to reduce its interest in Nuveen
which will ultimately result in a change of control of Nuveen and therefore NAM.
As mandated by the 1940 Act, such a change in control would result in an
assignment of the advisory agreement with NAM and the automatic termination of
such agreement. Accordingly, the Board also considered the approval of a New
Investment Management Agreement with each Fund in light of, and which would take
effect upon, the anticipated change of control. More specifically, the Board
considered for each Fund a New Investment Management Agreement on substantially
identical terms to the existing Investment Management Agreement, to take effect
after the change of control has occurred and the contract has been approved by
Fund shareholders. In its review, the Board considered whether the various
transactions necessary to divest St. Paul Travelers' interest will have an
impact on the various factors they considered in approving NAM, such as the
sizescope and quality of services to be provided following the change of control. In
reviewing the St. Paul Travelers transactions, the Board considered, among other
things, the impact, if any, on the operations and organizational structure of
NAM; the possible benefits and costs of the combined board declines overtransactions to the next two years,respective Fund;
the total
compensationpotential implications of any arrangements used by Nuveen to finance certain
of the transactions; the ability of NAM to perform its duties after the
transactions; whether a Fund's fee structure or expense ratio would change; any
changes to the current practices of the respective Fund; any changes to the
terms of the advisory agreement; and any anticipated changes to the operations
of NAM. Based on its review, the Board determined that St. Paul Travelers'
divestiture would not affect the nature and quality of services provided by NAM,
the terms of the Investment Management Agreement, including the fees thereunder,
and would not materially affect the organization or operations of NAM.
Accordingly, the Board determined that their analysis of the various factors
regarding their approval of NAM would continue to apply after the change of
control.
In addition to the foregoing, a change in control of NAM may be deemed an
assignment of the Sub-Advisory Agreement between NAM and the respective
Sub-Adviser. Further, NWQ and Rittenhouse are wholly-owned subsidiaries of
Nuveen. Accordingly, the change of control of Nuveen would also result in a
change of control of such Sub-Advisers resulting in the automatic termination of
the Original Sub-Advisory Agreements with such Sub-Advisers. The Board therefore
considered approval of a New Sub-Advisory Agreement with each Sub-Adviser in
light of the anticipated change of control. More specifically, the Board
considered approval of each New Sub-Advisory Agreement on substantially
identical terms as the respective existing Sub-Advisory Agreement, to take
effect after the change of control has
20
occurred and the agreement has been approved by Fund shareholders. In reviewing
the impact of the St. Paul Travelers divesture on the respective Sub-Adviser,
the Board considered the same factors as outlined previously with respect to
their review of NAM. As with NAM, the Board concluded that the St. Paul
Travelers divestiture would not affect the nature and quality of services
provided by the respective Sub-Adviser, the terms of the Sub-Advisory Agreement,
including the fees paid bythereunder, and would not materially affect the
organization or operations of the Sub-Adviser. Accordingly, the Board determined
that their analysis of the various factors regarding their review and approval
of the respective Sub-Adviser would continue to apply following the change in
control.
G. APPROVAL
The Board Members did not identify any single factor discussed previously as
all-important or controlling. The Board Members, including a Fund tomajority of
Independent Board Members, is expectedconcluded that the terms of the Investment Management
and Sub-Advisory Agreements were fair and reasonable, that the respective Fund
Adviser's fees are reasonable in light of the services provided to decrease
further.each Fund,
that the renewal of the NAM Investment Management Agreement and each
Sub-Advisory Agreement should be approved, and that the new, post-change of
control NAM Investment Management Agreement and the Sub-Advisory Agreements be
approved and recommended to shareholders.
3. ELECTION OF BOARD MEMBERS
At each Trust's Special Meeting, twelve (12)nine (9) Board Members are to be elected to serve until
their successors shall have been duly elected and qualified. Board Members
Bremner, Brown, Evans, Hunter, Kundert, Schneider, Schwertfeger, Stockdale and
Sunshine are nominees for election by all shareholders.
For each Trust, the affirmative vote of a plurality of the shares of the Trust,
all series and classes voting together, present and entitled to vote at the Special
Meeting will be required to elect the Board Members of that Trust.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Trust if elected. However, should any nominee become unable
or unwilling to accept nomination for election, the proxies will be voted for
substitute nominees, if any, designated by that Trust's present Board.
All of the continuing Board Member nominees, except Board Members Hunter, Kundert and
Sunshine, were last elected to each Trust's Board at the special meeting of
shareholders held on July 28, 2003. Mr. Hunter was appointed on May 16, 2004 to
the Board of each Trust. In November 2004, Messrs. Kundert and Sunshine were
appointed to the each Trust's Board effective February 23, 2005. Messrs. Hunter,
Kundert and Sunshine are presented in 1997, except Mr. Evans (1999)this Joint Proxy Statement as nominees for
election by shareholders and Mr. Bennett (2001).were nominated by the nominating and governance
committee of each Trust's Board.
Other than Mr. Schwertfeger, none of the Board Member nominees havehas ever been a
director or an employee of Nuveen, Investments, Inc. ("Nuveen")the parent company of NAM, or any affiliate.
21
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
BOARD NOMINEES
- --------------------------------------------------------------------------------NOMINEES/BOARD MEMBERS
NUMBER OF
PORTFOLIOS IN OTHER
FUND OTHER
COMPLEX DIRECTOR-SHIPSDIRECTORSHIPS
POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
NAME, ADDRESS
AND BIRTH DATE TRUST TIME SERVED**SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Nominees who are not
interested persons of
the Trusts
- -------------------------------------
CONTINUING BOARD MEMBERS
William E. BennettRobert P. Bremner Board Term: Private Investor and 154 N/A
c/o Nuveen Member Indefinite Management Consultant.
Investments, Inc. Length of Service: Private Investor; 20 N/A
333 West Wacker Drive MemberService: Since 2001 previously President
Chicago, IL 60606 1996
(8/22/40)
Lawrence H. Brown Board Term: Retired (1989) as Senior 154 See Principal
c/o Nuveen Member Indefinite Vice President of The Occupation
Investments, Inc. Length of Northern Trust Company; Description
333 West Wacker Drive Service: Since Director, Community
Chicago, IL 60606 1993 Advisory Board for
(7/29/34) Highland Park and
C.E.O., Draper &
(10/16/46) Kramer, Inc. (1995-
1998)Highwood, United Way of
the North Shore (since
2002).
Jack B. Evans Board Term: President, The 154 See Principal
c/o Nuveen Member Indefinite Hall-Perrine Foundation, Occupation
Investments, Inc. Length of Service: President, The 20 See Principala private philanthropic Description
333 West Wacker Drive MemberService: Since 1999 Hall-Perrine Foundation Occupationcorporation (since 1996);
Chicago, IL 60606 (a private description.1999 Director and Vice
(10/22/48) philanthropic
corporation);Chairman, United Fire
Group, a publicly held
company; Adjunct Faculty
Member, University of
Iowa; Director, Gazette
Companies; Life Trustee
of Coe College; Director,
Iowa College Foundation;
formerly, Director,
Alliant Energy; Director and Vice
Chairman United Fire &
Casualty Company;formerly,
Director, Federal Reserve
Bank of Chicago;
previously, President and
Chief Operating Officer,
SCI Financial Group,
Inc.
(a, a regional
financial services firm).firm.
William L. KissickC. Hunter Board Term: Dean and Distinguished 154 See Principal
c/o Nuveen Member Indefinite Professor of Finance, Occupation
Investments, Inc. Length of Service: Professor Emeritus, 20 N/ASchool of Business at the Description
333 West Wacker Drive MemberService: Since 1992 SchoolUniversity of Medicine and
Chicago, IL 60606 the Wharton School of
(7/29/32) Management and former
Chairman, Leonard Davis
Institute of Health
Economics, University
of Pennsylvania;
Adjunct Professor,
Health Policy and
Management, Yale
University.
Thomas E. Leafstrand Board Length of Service: Retired;2004 Connecticut; previously,
20 N/A
333 West Wacker Drive Member Since 1992(3/6/48) Senior Vice President inand
Director of Research at
the Federal Reserve Bank
of Chicago
IL 60606 charge(1995 -- 2003); Director,
Credit Research Center at
Georgetown University;
Director (since 2004) of
Municipal
(11/11/31) Underwriting, Trading,
and Dealer Sales at The
Northern Trust Company.Xerox Corporation, a
publicly held company.
422
NUMBER OF
PORTFOLIOS IN OTHER
FUND OTHER
COMPLEX DIRECTOR-SHIPSDIRECTORSHIPS
POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
NAME, ADDRESS
AND BIRTH DATE TRUST TIME SERVED**SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Sheila W. WellingtonDavid J. Kundert Board Term: Retired (2004) as 152 See Principal
c/o Nuveen Member Indefinite Chairman, JPMorgan Occupation
Investments, Inc. Length of Service: President of Catalyst 20 N/AFleming Asset Management, Description
333 West Wacker Drive MemberService: Since 1994 (a not- for-profitPresident and CEO, Banc
Chicago, IL 60606 organization focusing
(2/24/32) on women's leadership
development in business2005 One Investment Advisors
(10/28/42) Corporation, and
President, One Group
Mutual Funds; prior
thereto, Executive Vice
President, Bank One
Corporation and Chairman
and CEO, Banc One
Investment Management
Group; Board of Regents,
Luther College; currently
a member of the professions).
NEW BOARD MEMBERS
Robert P. Bremner NomineeAmerican
and Wisconsin Bar
Associations.
William J. Schneider Board Term: Chairman, formerly, 154 See Principal
c/o Nuveen Member Indefinite Senior Partner and Chief Occupation
Investments, Inc. Length of Service: Private Investor and 122 N/AOperating Officer, Description
333 West Wacker Drive Service: Since 1996 Management Consultant.(retired, December 2004)
Chicago, IL 60606 (8/22/40)
Lawrence H. Brown Nominee Length of Service: Retired (August 1989) 122 N/A
333 West Wacker Drive Since 1993 as Senior Vice
Chicago, IL 60606 President of The
(7/29/34) Northern Trust Company;
Director of the United
Way of Highland
Park-Highwood (since
2002).
Anne E. Impellizzeri Nominee Length of Service: Retired; formerly, 122 N/A
333 West Wacker Drive Since 1994 Executive Director
Chicago, IL 60606 (1998-2001) of
(1/26/33) Manitoga/The Russel
Wright Design Center;
prior thereto,
President and Chief
Executive Officer of
Blanton-Peale
Institute; prior
thereto, Vice
President, Metropolitan
Life Insurance Co.
Peter R. Sawers Nominee Length of Service: Adjunct Professor of 122 N/A
333 West Wacker Drive Since 1991 Business and Economics,
Chicago, IL 60606 University of Dubuque,
(4/3/33) Iowa; formerly
(1991-2000) Adjunct
Professor, Lake Forest
Graduate School of
Management, Lake
Forest, Illinois;
Director, Executive
Service Corps of
Chicago; prior thereto,
Executive Director,
Towers Perrin
Australia, a management
consulting firm;
Chartered Financial
Analyst; Certified
Management Consultant.
William J. Schneider Nominee Length of Service: Senior Partner and 122 N/A
333 West Wacker Drive Since 1996 Chief Operating
Chicago, IL 60606 Officer, Miller-Miller-Valentine Partners
(9/24/44) Valentine Group,Ltd., a real estate
investment company;
formerly, Vice President,
Miller-Valentine Realty,
a developmentconstruction company;
Director, Chair of the
Finance Committee and
contract company;
Chair,Member of the Audit
Committee of Premier
Health Partners, the
not-for-profit parent
company of Miami Valley
Hospital; President of
the Dayton Philharmonic
Orchestra Association;
Board Member, Regional
Leaders Forum which
promotes cooperation on
economic development
issues; Director and
Immediate Past Chair,
Miami
Valley EconomicDayton Development
Coalition; formerly,
Member, Community
Advisory Board, National
City Bank, Dayton, Ohio;
and Business Advisory
Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale NomineeBoard Term: Executive Director, 154 N/A
c/o Nuveen Member Indefinite Gaylord and Dorothy
Investments, Inc. Length of Service: Executive Director, 122 N/ADonnelley Foundation
333 West Wacker Drive Service: Since 1997 Gaylord and Dorothy(since 1994); prior
Chicago, IL 60606 Donnelley Foundation1997 thereto, Executive
(12/29/47) (since 1994); prior
thereto, Executive Director, Great Lakes
Protection Fund (from
1990 to 1994).
523
NUMBER OF
PORTFOLIOS IN OTHER
FUND OTHER
COMPLEX DIRECTOR-SHIPSDIRECTORSHIPS
POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
NAME, ADDRESS
AND BIRTH DATE TRUST TIME SERVED**SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Eugene S. Sunshine Board Term: Senior Vice President for 154 See Principal
c/o Nuveen Member Indefinite Business and Finance Occupation
Investments, Inc. Length of (since 1997), Description
333 West Wacker Drive Service: Since Northwestern University;
Chicago, IL 60606 2005 Director (since 2003),
(1/22/50) Chicago Board of Options
Exchange; Director (since
2003), National Mentor
Holdings, a privately-
held, national provider
of home and
community-based services;
Chairman (since 1997),
Board of Directors,
Rubicon, an insurance
company owned by
Northwestern University;
Director (since 1997),
Evanston Chamber of
Commerce and Evanston
Inventure, a business
development organization.
Nominee who is an
interested person*person of
the Trusts
- -------------------------------------
Timothy R. Schwertfeger Chairman of Length of Service:Term: Chairman and Director 142154 See Principal
333 West Wacker DriveSchwertfeger(2) the Board Since 1996Indefinite (since 1996) of Nuveen Occupation
333 West Wacker Drive and Board Length of Investments, Inc. and Description
Chicago, IL 60606 and Trustee Investments, Inc. and description.
(3/28/49)Member Service: Since Nuveen Investments, LLC;
Director (since
1992) and Chairman
(since 1996) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;(3/28/49) 1996 Chairman and Director
(since 1997) of Nuveen
Asset Management, Inc.;Management;
Director (since 1996) of
Institutional Capital
Corporation; Chairman and
Director (since 1999) of
Rittenhouse Financial
Asset
Management, Inc.;
Chairman of Nuveen
Investments Advisers,
Inc. (since 2002).;
Director (from 1992 to
2004) and Chairman (from
1996 to 2004) of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory
Corp.(3)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
* "Interested Person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer and director of the Fund's Adviser.
** Trustees serve an indefinite term until a successor is elected.(1) Length of Service indicates the year in which the individual became a Trustee or
DirectorBoard
Member of a fund in the Nuveen fund complex. Trustees serve an indefinite
term until his/her successor is elected.
(2) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.
(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.
24
BENEFICIAL OWNERSHIP
The following table liststables list the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen Fundsfunds overseen
by the Board Member nominee as of MarchDecember 31, 2003:2004.
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT---------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST ------------------------------------------------------------------------------------
BALANCED
LARGE-CAP BALANCED STOCK MUNICIPAL AND EUROPEAN NWQ MULTI-I
-------------------------------------------------------------------------------------
ARIZONA COLORADO FLORIDA MARYLAND NEW MEXICO PENNSYLVANIA VIRGINIA
BOARD MEMBER NOMINEES VALUE AND BOND STOCK VALUE CAP VALUEMUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
William E. Bennett $10,001-$50,000
Robert P. Bremner............. $0 $0 $0 $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans Over $100,000 $1-$10,000 0 $10,001-$50,000 0
William L. Kissick $10,001-$50,000Evans................. 0 0 0 0 Thomas E. Leafstrand $50,001-$100,000 $10,001-$50,0000 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger Over $100,000Schwertfeger....... 0 0 Over $100,000 0
Sheila W. Wellington $10,001-$50,000 0 0 0 0
Robert P. Bremner $50,001-$100,000 $1-$10,000 0 0 0
Lawrence H. Brown $50,001-$100,000 0 0 0 0
Anne E. Impellizzeri $10,001-$50,000 $50,001-$100,000 0 $10,001-$50,000 0
Peter R. Sawers Over $100,000 0 0 $1-$10,000 0
William J. Schneider Over $100,000 0 0 0 0
Judith M. StockdaleStockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
6
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST II
-----------------------------------------------------------------------------------------------------
NEW NEW NEW
CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS MASSACHUSETTS JERSEY YORK YORK
BOARD MEMBER NOMINEES MUNICIPAL INSURED MUNICIPAL MUNICIPAL INSURED MUNICIPAL MUNICIPAL INSURED
- ------------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0 $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0 0
DOLLAR RANGE OF EQUITY SECURITIES
- -----------------------------------------------------------------------------
MULTISTATE TRUST III
---------------------------------------------
NORTH
GEORGIA LOUISIANA CAROLINA TENNESSEE
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- -----------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
25
DOLLAR RANGE OF EQUITY SECURITIES
- -----------------------------------------------------------------------------------------------------
MULTISTATE TRUST IV
---------------------------------------------------------------------
KANSAS KENTUCKY MICHIGAN MISSOURI OHIO WISCONSIN
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- -----------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------
MUNICIPAL TRUST
-------------------------------------------------------------------
HIGH YIELD INSURED INTERMEDIATE
BOARD MEMBER NOMINEES ALL-AMERICAN MUNICIPAL MUNICIPAL DURATION LIMITED TERM
- ---------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0- $0 $0 $10,001- $0
$10,000 50,000
Lawrence H. Brown............. 0 10,001- 0 10,001- 0
50,000 50,000
Jack B. Evans................. 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 Over
100,000
Timothy R. Schwertfeger....... 0 0 0 Over 0
100,000
Judith M. Stockdale........... 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------
26
DOLLAR RANGE OF EQUITY SECURITIES
- --------------------------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED
INVESTMENT
COMPANIES
INVESTMENT TRUST INVESTMENT TRUST II OVERSEEN BY BOARD
---------------------------------------------- --------------------------- MEMBER NOMINEES
BALANCED BALANCED NWQ IN FAMILY OF
DOLLAR RANGE OF EQUITY SECURITIES INVESTMENT COMPANIES(1)
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
---------------------------------------------------STOCK AND MUNICIPAL LARGE-CAP NWQ MULTI- RITTENHOUSE INTERNATIONAL INVESTMENT
BOARD MEMBER NOMINEES BOND AND STOCK VALUE CAP VALUE GROWTH INNOVATION VALUE COMPANIES(1)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
William E. Bennett $10,001-$50,000 0 0 $50,001-$100,000
(3,411 shares)
Over $100,000
Jack B. Evans $50,001-$100,000 $1-$10,000 0 (15,214 shares)
$50,001-$100,000
William L. Kissick $10,001-$50,000 $1-$10,000 $1-$10,000 (6,706 shares)
Over $100,000
Thomas E. Leafstrand $10,001-$50,000 $10,001-$50,000 0 (34,053 shares)
Timothy R. Schwertfeger $50,001-$100,000 $50,001-$100,000 $10,001-$50,000 Over $100,000
(439,783 shares)
Over $100,000
Sheila W. Wellington $10,001-$50,000 $10,001-$50,000 0 (13,466 shares)
0
Robert P. BremnerBremner............. $10,001-$50,000 0 0 (0 shares) $0 Over $0 $10,001- $0- Over
$50,000 $100,000 $50,000 $10,000 $100,000
Lawrence H. BrownBrown............. 0 50,001- 50,001- 10,001- 0 0 Over
100,000 100,000 50,000 100,000
Jack B. Evans................. 10,001- 0 Over 10,001- Over Over Over
50,000 100,000 50,000 100,000 100,000 100,000
William C. Hunter............. 10,001- 0 0 10,001- 0 10,000- 50,000-
50,000 50,000 50,000 100,000
David J. Kundert.............. 0 0 0 (8,256 shares)
Anne E. Impellizzeri $10,001-$50,000 0 $10,001-$50,000 $10,001-$50,000
(3,579 shares)
Peter R. Sawers $50,001-$100,0000 0 0
William J. Schneider.......... 0 0 Over $100,000
(12,787 shares)
William J. Schneider0 Over $100,0000 Over
100,000 100,000 100,000
Timothy R. Schwertfeger....... 0 0 Over $100,000
(28,085 shares)Over Over Over Over
100,000 100,000 100,000 100,000 100,000
Judith M. Stockdale $10,001-$Stockdale........... 0 0 10,001- 10,001- 10,000- 10,000- Over
50,000 $10,001-$50,000 50,000 50,000 100,000
Eugene S. Sunshine............ 0 $10,001-$50,000
(2,711 shares)0 0 0 0 0 50,000-
100,000
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(1) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the Board Member in the Funds and in
all Nuveen funds overseen by each Board Member.
7
The following table setstables set forth, for each Board Member nominee and for the Board Member nomineesMembers
and officers as a group, the amount of shares beneficially owned in each Fund as
of MarchDecember 31, 2003.2004. The information as to beneficial ownership is based on
statements furnished by each Board Member nominee and officer.
FUND SHARES OWNED BY BOARD MEMBER NOMINEESMEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------------------
INVESTMENT----------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST -------------------------------------------------------------------------
BALANCED
LARGE-CAP BALANCED STOCK MUNICIPAL AND EUROPEAN NWQ MULTI-I
--------------------------------------------------------------------------------------
ARIZONA COLORADO FLORIDA MARYLAND NEW MEXICO PENNSYLVANIA VIRGINIA
BOARD MEMBER NOMINEES VALUE AND BOND STOCK VALUE CAP VALUEMUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
William E. Bennett 1,670
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans 6,150 349 0 2,799 0
William L. Kissick 1,496Evans................. 0 0 0 0 Thomas E. Leafstrand 3,594 9880 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger 47,281Schwertfeger....... 0 0 11,876 0
Sheila W. Wellington 2,798 0 0 0 0
Robert P. Bremner 5,460 297 0 0 0
Lawrence H. Brown 3,485 0 0 0 0
Anne E. Impellizzeri 2,406 3,965 0 1,433 0
Peter R. Sawers 6,498 0 0 424 0
William J. Schneider 15,887 0 0 0 0
Judith M. StockdaleStockdale........... 0 0 0 0 0 All Board members & Officers 131,400 11,808 0 17,4710
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
27
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------
MULTISTATE TRUST II
-----------------------------------------------------
BOARD MEMBER CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS
NOMINEES MUNICIPAL INSURED MUNICIPAL MUNICIPAL
- -------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R.
Schwertfeger................. 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP................... 0 0 0 0
FUND SHARES OWNED BY BOARD MEM FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------ --------------------------------------------------
MULTISTATE TRUST II
--------------------------------------------------
BOARD MEMBER MASSACHUSETTS NEW JERSEY NEW YORK NEW YORK
NOMINEES INSURED MUNICIPAL MUNICIPAL INSURED
- ------------------------------ --------------------------------------------------
Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R.
Schwertfeger................. 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP................... 0 0 0 0
FUND SHARES OWNED BY BOARD MEMBER NOMINEESMEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III
--------------------------------------------------
GEORGIA LOUISIANA NORTH CAROLINA TENNESSEE
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- ----------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0
- ----------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -----------------------------------------------------------------------------------------------------
MULTISTATE TRUST IV
---------------------------------------------------------------------
KANSAS KENTUCKY MICHIGAN MISSOURI OHIO WISCONSIN
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- -----------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
28
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------------------------
MUNICIPAL TRUST
-------------------------------------------------------------------
HIGH YIELD INSURED INTERMEDIATE
BOARD MEMBER NOMINEES ALL-AMERICAN MUNICIPAL MUNICIPAL DURATION LIMITED TERM
- ---------------------------------------------------------------------------------------------------
Robert P. Bremner............. 243 0 0 1,767 0
Lawrence H. Brown............. 0 1,003 0 1,463 0
Jack B. Evans................. 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 17,096
Timothy R. Schwertfeger....... 0 0 0 169,172 0
Judith M. Stockdale........... 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 10,578 3,173 822 189,908 17,096
- ---------------------------------------------------------------------------------------------------
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST INVESTMENT TRUST II
----------------------------------------------------------------------------------------------- ---------------------------
BALANCED BALANCED NWQ
STOCK AND MUNICIPAL LARGE-CAP NWQ MULTI- RITTENHOUSE INTERNATIONAL
BOARD MEMBER NOMINEES RITTENHOUSEBOND AND STOCK VALUE CAP VALUE GROWTH INNOVATION VALUE
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
William E. Bennett 1,741
Robert P. Bremner............. 482 0 5,449 0 1,032 210
Lawrence H. Brown............. 0 1,000 3,485 1,036 0 0
Jack B. Evans 5,178 738Evans................. 793 0 5,473 1,539 5,059 4,152
William L. Kissick 1,630 38 42
Thomas E. Leafstrand 2,624 2,270 0
Timothy R. Schwertfeger 12,278 14,179 1,521
Sheila W. Wellington 2,458 4,210 0
Robert P. Bremner 723C. Hunter............. 930 0 0 Lawrence H. Brown1,241 0 531
David J. Kundert.............. 0 0 0 Anne E. Impellizzeri 989 0 1,223
Peter R. Sawers 5,795 0 0
William J. Schneider 12,255Schneider.......... 0 0 16,198 0 20,277 0
Timothy R. Schwertfeger....... 0 0 25,484 84,648 12,278 41,776
Judith M. Stockdale 1,698 1,706Stockdale........... 0 All Board members & Officers 58,403 34,705 12,3230 797 1,492 1,175 1,220
Eugene S. Sunshine............ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 11,838 1,000 98,083 106,194 124,826 70,403
- ------------------------------------------------------------------------------------------------------------
- ---------------
(1) The numbers include share equivalents of certain Nuveen Fundsfunds in which the
Board Member is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Board Members as more fully described below.
On MarchDecember 31, 2003, continuing2004, Board Members and executive officers as a group
beneficially owned 537,956 common1,196,807 shares of all funds managed by NAC and NIACthe Adviser
(includes Deferred Unitsdeferred units described below and shares held by the executive officers
in Nuveen's 401(k)/profit sharing plan). Each continuing Board Member's individual
beneficial shareholdings of each Fund constituteconstituted less than 1% of the
outstanding shares of each class of shares for each Fund. As of March 31, 2003,May 20, 2005,
the continuing Board Members and executive officers as a group beneficially owned less than
1% of the outstanding common sharesShares of each fund, except, as a group, they owned 1.01% of the
outstanding common shares of the Innovation Fund. Appendix 1 sets forth the
beneficial owners of at least 5% of the Funds' shares. To the best of the
Trusts' knowledge, asAs of May 19, 2003,20, 2005, no personshareholder
beneficially owned beneficially more than 5% of eachany class of the Fund's outstanding shares of any Fund, except as
stated in Appendix 1.I.
29
COMPENSATION
The Board Members affiliated withFor all Nuveen or the Adviser serve without any
compensation from the Funds. Thefunds, Independent Board Members are paidreceive an $85,000 annual
retainer plus (a) a fee of $2,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
fees$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled board meeting; (c) a fee
of $1,000 per day for attendance in person at an audit committee or compliance,
risk management and expensesregulatory oversight committee meeting where in-person
attendance is required and $500 per day for Boardcompliance, risk management and
regulatory oversight committee attendance by telephone or in person where
in-person attendance is not required and $750 per day for audit committee
attendance by telephone or in person where in-person attendance is not required;
(d) a fee of $500 per day for attendance in person or by telephone for a meeting
of the dividend committee; and (e) a fee of $500 per day for attendance in
person at all other committee meetings (including ad hoc committee meetings and
shareholder meetings) on a day on which no regularly scheduled board meeting is
held in which in-person attendance is required and $250 per day for attendance
by telephone or in person at such meetings where in-person attendance is not
required, plus, in each case, expenses incurred in attending such meetings. In
addition to the payments described above, the chairperson of each committee meetingsof
the Board (except the dividend committee and executive committee) receives
$5,000 as described above.an addition to the annual retainer paid to such individuals. When ad
hoc committees are organized, the Board may provide for additional compensation
to be paid to the members of such committees. The annual retainer, fees and
expenses are allocated among the funds managed by the Adviser, on the basis of
relative net asset sizes although Fundfund management may, in its discretion,
establish a minimum amount to be allocated to each Fund.fund. The BoardsBoard Member
affiliated with Nuveen and the Adviser serves without any compensation from the
Funds.
The boards of certain Nuveen Fundsfunds (the "Participating Funds") established a
Deferred Compensation Plan for Independent Board Members ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of theirhis or her fees. Each of the Funds except EuropeanArizona
Municipal, Colorado Municipal, Maryland Municipal, New Mexico Municipal,
Pennsylvania Municipal, Virginia Municipal, Georgia Municipal, Louisiana
Municipal, North Carolina Municipal, Massachusetts Municipal, Massachusetts
Insured, New Jersey Municipal, Kansas Municipal, Wisconsin Municipal, NWQ
International Value and NWQ Multi-Cap Value are Participating Funds under the Deferred Compensation Plan.
8
Funds.
The table below shows, for each continuing Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each TrustFund to each continuing Board
Member for its last fiscal year and (ii) paid (including deferred fees) for
service on the boards of the Nuveen open-end and closed-end Fundsfunds managed by NAC ("NAC Funds") and NIAC ("NIAC Funds")the
Adviser for the calendar year ended 2002.2004.
30
Mr. Schwertfeger, a Board Member who is an interested person of each
Trust,the Funds, does
not receive any compensation from a Trustthe Funds or any Nuveen funds.
AGGREGATE COMPENSATION FROM THE FUNDSFUNDS(2)
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
--------------------------------------------------------------------------------------
BALANCED BALANCED
LARGE-CAP STOCK AND MUNICIPAL AND EUROPEAN NWQ MULTI-
CONTINUING BOARD MEMBERS VALUE(1) BOND(1) STOCK(1) VALUE CAP VALUE------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
James E. Bacon(2) 6,819 607 1,121 121 --
William E. Bennett 9,940 887 1,948 127 200
Jack B. Evans 10,383 926 1,720 125 --
William L. Kissick 10,654 950 1,765 125 --
Thomas E. Leafstrand 10,191 1,078 2,302 127 200
Sheila W. Wellington 8,970 802 1,492 125 --
MULTISTATE TRUST I............ $[ ] $[ ] $[ ] $[ ] N/A $[ ] $[ ] N/A
Arizona Municipal........... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Colorado Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Florida Municipal........... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Maryland Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
New Mexico Municipal........ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Pennsylvania Municipal...... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Virginia Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
AGGREGATE COMPENSATION FROM THE FUNDS(1)FUNDS(2)
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
------------------------------------------------------------------------------------
NWQ TOTAL COMPENSATION
RITTENHOUSE INTERNATIONAL FROM NUVEEN FUNDS
CONTINUING BOARD MEMBERS GROWTH(1) INNOVATION(1) VALUE(1) PAID TO BOARD MEMBERS------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
James E. Bacon(2) 4,672 390 335 48,880
William E. Bennett 6,524 554 363 53,050
Jack
MULTISTATE TRUST II........... $[ ] $[ ] $[ ] $[ ] N/A $[ ] $[ ] N/A
California Municipal........ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
California Insured.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Connecticut Municipal....... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Massachusetts Municipal..... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Massachusetts Insured....... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
New Jersey Municipal........ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
New York Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
New York Insured............ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- -----------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. Evans 6,923 585 354 49,100
William L. Kissick 6,872 583 346 49,000
Thomas E. Leafstrand 6,737 573 356 52,300
Sheila W. Wellington 5,728 486 338 47,600WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III.......... $[ ] $[ ] $[ ] $[ ] N/A $[ ] $[ ] N/A
Georgia Municipal........... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Louisiana Municipal......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
North Carolina Municipal.... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Tennessee Municipal......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST IV........... $[ ] $[ ] $[ ] $[ ] N/A $[ ] $[ ] N/A
Kansas Municipal............ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Kentucky Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Michigan Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Missouri Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Ohio Municipal.............. [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Wisconsin Municipal......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
31
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL TRUST............... $ [ ] $ [ ] $ [ ] $ [ ] N/A $ [ ] $ [ ] N/A
All-American................ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
High Yield Municipal........ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Insured Municipal........... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Intermediate Duration....... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Limited Term................ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST.............. $ [ ] $ [ ] $ [ ] $ [ ] N/A $ [ ] $ [ ] N/A
Balanced Stock and Bond..... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Balanced Municipal and
Stock..................... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Large-Cap Value............. [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
NWQ Multi-Cap Value......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II........... $ [ ] $ [ ] $ [ ] $ [ ] N/A $ [ ] $ [ ] N/A
Rittenhouse Growth.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
NWQ International Value..... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
TOTAL COMPENSATION FROM
NUVEEN FUNDS PAID TO BOARD
MEMBERS................... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
- ------------------------------------------------------------------------------------------------------------------------------------
(1) In November 2004, Messrs. Kundert and Sunshine were appointed to each
Trust's Board, effective February 23, 2005.
(2) Includes deferred fees. Pursuant to a deferred compensation agreement with
certain of the Funds, deferred amounts are treated as though an equivalent
dollar amount has been invested in shares of one or more eligible Nuveen
Funds.funds. Total deferred fees for the Funds (including the return from the
assumed investment in the eligible Nuveen Funds)funds) payable are:
DEFERRED FEES
-----------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
----------------------------------------------------------------------------------------
BALANCED BALANCED NWQ
LARGE-CAP STOCK AND MUNICIPAL EUROPEAN MULTI-CAP
CONTINUING BOARD MEMBERS VALUE BOND AND STOCK VALUE VALUE
------------------------------------------------------------------------------------------------------------------------------ ---------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
- ---------------------------------------------------------------------------------------------------------------------------------
James E. Bacon 6,819 607 1,121 -- --
William E. Bennett 9,940 887 1,948 -- --
Jack
Florida Municipal........... $128 $0 $176 $133 N/A $744 $171 N/A
California Municipal........ 83 0 146 577 N/A 480 138 N/A
California Insured.......... 83 0 145 575 N/A 478 138 N/A
Connecticut Municipal....... 91 0 160 633 N/A 528 152 N/A
New York Municipal.......... 108 0 188 748 N/A 622 179 N/A
- ---------------------------------------------------------------------------------------------------------------------------------
32
DEFERRED FEES
- ---------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. Evans 4,733 423 785 -- --
William L. Kissick 3,844 343 634 -- --
Thomas E. Leafstrand 4,442 465 1,010 -- --
Sheila W. Wellington 8,970 802 1,492 -- --WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
- ---------------------------------------------------------------------------------------------------------------------------------
New York Insured............ $116 $0 $204 $808 N/A $674 $195 N/A
Tennessee Municipal......... 148 0 221 134 N/A 844 164 N/A
Kentucky Municipal.......... 178 0 249 192 N/A 1,030 236 N/A
Michigan Municipal.......... 97 0 134 101 N/A 562 129 N/A
Missouri Municipal.......... 42 0 83 103 N/A 264 59 N/A
- ---------------------------------------------------------------------------------------------------------------------------------
DEFERRED FEES
------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
--------------------------------------------------------
NWQ
RITTENHOUSE INTERNATIONAL
CONTINUING BOARD MEMBERS GROWTH INNOVATION VALUE
------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
- ---------------------------------------------------------------------------------------------------------------------------------
James E. Bacon 4,672 390 --
William E. Bennett 6,524 554 --
Jack
Ohio Municipal.............. $213 $0 $295 $226 N/A $1,232 $283 N/A
All-American................ 91 0 178 802 N/A 599 195 N/A
High Yield Municipal........ 223 0 464 2,054 N/A 1,556 526 N/A
Insured Municipal........... 237 0 465 2,094 N/A 1,565 508 N/A
Intermediate Duration....... 707 0 1,386 6,249 N/A 4,670 1,515 N/A
- ---------------------------------------------------------------------------------------------------------------------------------
DEFERRED FEES
- ---------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. Evans 3,180 268 --
William L. Kissick 2,589 218 --
Thomas E. Leafstrand 2,971 252 --
Sheila W. Wellington 5,728 486 --
------------------------------------------------------------------------------------------------------------------------WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
- ---------------------------------------------------------------------------------------------------------------------------------
Limited Term................ $225 $0 $439 $1,984 N/A $1,482 $480 N/A
Balanced Stock and Bond..... 25 0 80 25 N/A 140 22 N/A
Balanced Municipal and
Stock..................... 37 0 123 36 N/A 206 32 N/A
Large-Cap Value............. 223 0 714 232 N/A 1,261 197 N/A
Rittenhouse Growth.......... 187 0 345 291 N/A 1,035 142 N/A
- ---------------------------------------------------------------------------------------------------------------------------------
(2) Mr. Bacon is retiring.
Nuveen Investments, Inc. maintains a charitable matching contributions programsprogram to encourage the
active support and involvement of individuals in the civic activities of their
community. These programs include a matching contributions
program and a direct contributions program. The Independent Board Members of the funds managed by the Adviser are
eligible to participate in the charitablematching contributions program of Nuveen Investments, Inc.Nuveen. Under
the matching contributions program, Nuveen Investments, Inc. will match the personal contributions
of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum
amount 9
of $10,000 during any calendar year.
Under its direct (non-matching) program,
Nuveen Investments, Inc. makes contributions to qualifying Section 501(c)(3)
organizations, as approved by the Corporate Contributions Committee of Nuveen
Investments, Inc. The Independent Board Members are also eligible to submit
proposals to the committee requesting that contributions be made under this
program to Section 501(c)(3) organizations identified by the Board Member, in an
aggregate amount not to exceed $5,000 during any calendar year. Any contribution
made by Nuveen Investments, Inc. under the direct program is made solely at the
discretion of the Corporate Contributions Committee.
COMMITTEES
The Board of each Trust has five standing committees: the executive committee,
the audit committee, the nominating and governance committee, the dividend
committee and the valuationcompliance, risk management and regulatory oversight
committee.
William L. KissickRobert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, currentlyChair, serve
as members of the executive committee of the Board of each Trust. The executive committee,
which meets between regular meetings of the Board, is authorized to exercise all
of the powers of the Board; provided that the scope of the powers of the
executive committee, unless otherwise specifically authorized by the full Board,
areis limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive
33
committee) orand (ii) matters of an administrative or ministerial nature. The
number of executive committee meetings of each Trust held no meetings during theirthe Trust's
last fiscal year.year is shown in Appendix J.
Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, William E. Bennett and Thomas E. LeafstrandChair, are current
members of the dividend committee.committee of each Trust. The dividend committee is
authorized to declare distributions on the Funds'Trust's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The number of dividend committee meetings of each Trust held
four meetings during itsthe Trust's last fiscal year.
James E. Bacon,year is shown in Appendix J.
Lawrence H. Brown, William E. BennettC. Hunter, David J. Kundert, William J. Schneider,
Chair, and Thomas E. LeafstrandJudith M. Stockdale are current members of the valuationcompliance, risk
management and regulatory oversight committee forof each Trust. The valuationcompliance,
risk management and regulatory oversight committee overseesis responsible for the
Trust'soversight of compliance issues, risk management, and other regulatory matters
affecting the Trusts which are not otherwise the jurisdiction of the other Board
committees. As part of its duties regarding compliance matters, the committee
was responsible during 2004 for the oversight of the Pricing Procedures including, but not limited to,of the
reviewFunds and approval of fair value pricing determinations made by Nuveen'sthe internal Valuation Group. The valuationnumber of compliance, risk
management and regulatory oversight committee meetings of each Trust held one meeting and Investment Trust held
one special valuation committee meeting during
itsthe Trust's last fiscal year.year is shown in Appendix J.
Each Trust's Board has an audit committee, established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, composed
of Independent Board Members. Robert P. Bremner, Lawrence H. Brown, Jack B.
Evans, Chair, William J. Schneider and Eugene S. Sunshine are current members of
the audit committee of each Trust. The audit committee monitorsis responsible for the
oversight and monitoring of (1) the accounting and reporting policies, processes
and practices and the audit of the financial statements of the Trusts, (2) the
quality and integrity of the financial statements of the Trusts, compliance byand (3) the
Trusts with legalindependent auditors' qualifications, performance and regulatory requirements and the
independence and performance of the external and internal auditors.independence. The audit
committee reviews the work and any recommendations of the Trust'sTrusts' independent
auditors. Based on such review, it is authorized to make recommendations to the
Board. TheCommencing in 2005, the audit committee is responsible for the oversight
of the Pricing Procedures of the Funds and the internal Valuation Group. The
Boards adopted an Audit Committee Charter. A copy of the Audit Committee Charter
is attached to the proxy statement as Appendix K. The number of audit committee
meetings of each Trust held three meetings during itsthe Trust's last fiscal year.
Nominationyear is shown in
Appendix J.
Each Trust has a nominating and governance committee composed entirely of those Board
Members who are not "interested persons" (as that term is defined in the 1940
Act) of each Trust
is committed to a nominatingthe Funds. Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans,
William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale
and governance committee composedEugene S. Sunshine are current members of all Board
Members who are not "interested persons" of that Trust. It identifies and
recommends individuals to be nominated for election as non-interested Board
Members. The committee also reviews matters relating to (1) the composition,
duties, recruitment, independence and tenure of Board Members, (2) the selection
and review of committee assignments, and (3) Board Member education, board
meetings and board performance. The nominating and governance
committee of each Trust held three meeting during its last fiscal year. In the eventTrust. The purpose of a vacancy
on the Board, the nominating and governance committee
receives suggestions from
variousis to seek, identify and recommend to the Board qualified candidates for
election or appointment to each Trust's Board. In addition, the committee
oversees matters of corporate governance, including the evaluation of Board
performance and processes, and assignment and rotation of committee members, and
the establishment of corporate governance guidelines and procedures, to the
extent necessary or desirable. The committee operates under a written charter
adopted and approved by the Boards, a copy of which is attached to the proxy
statement as Appendix L. The nominating and governance committee charter is also
available on the Funds' website at
34
http://www.nuveen.com/mf/products/fundGovernance.aspx. The number of nominating
and governance committee meetings of each Trust held during the Trust's last
fiscal year is shown in Appendix J.
The nominating and governance committee looks to many sources asfor
recommendations of qualified Board members, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to suitable candidates. Suggestionsnominate a candidate to
their Trust's Board should be sent in writingmail information to the attention of Lorna Ferguson,
Vice President forManager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, ILIllinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Trust and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board Members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged, although there may
be times when the committee is not actively recruiting new Board members. In
those circumstances nominations will be kept on file until active recruitment is
under way.
The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as a
non-"interested person" candidate, independence from the Adviser or other
service providers. These experience requirements may vary depending on the
current composition of the Board, since the goal is to ensure an appropriate
range of skills and experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and professional
competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for new Board
Membersthe purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates nominees when the nominee is submitted by a shareholder. The
nominating and governance committee reserves the right to interview all candidates and to make the final
selection regarding the nomination of any newprospective Board Members.member.
The number of regular quarterly meetings and special meetings held by the Board
of each Trust held four regular quarterly meetings and Investment
Trust held two and Investment Trust II held three special board meeting during itsthe Trust's last fiscal year.year is shown in Appendix J. During
the last fiscal year, each Board Member attended 75% or more of each Trust's
Board meetings and the committee meetings (if a member thereof).
10 held during the
period for which such Board Member was a Board Member.
35
THE OFFICERS
The following table sets forth information as of May 1, 20032005 with respect to
each officer of the Trusts other than Mr. Schwertfeger who(who is a Board Member
and is included in the table relating to nominees for the Board.Board). Officers
receive no compensation from the Funds. The officers of each Trust are elected by the Board on
an annual basis to serve until successors are elected and qualified.
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE NUMBER OFAND PORTFOLIOS IN
NAME, ADDRESS HELD WITH AND LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX SERVED
AND BIRTHDATE FUND TIME SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS SERVED BY OFFICER
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director (since 2002), Assistant 142154
333 West Wacker Drive Administrative Length of Service: Secretary and Associate General Counsel,(since 2002), Assistant
Chicago, IL 60606 Officer Since 1988 Secretary and Associate
(9/9/56) General Counsel,
formerly, Vice
President of Nuveen
(9/9/56)
Investments, LLC;
Managing Director
(since 2002), General Counsel and Assistant
Secretary, formerly, Vice President of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Managing
Director (since 2002) and Assistant
Secretary and Associate
General Counsel,
formerly Vice President
(since 2000) of Nuveen Asset
Management, Inc.;Management; Managing
Director (since 2004)
and Assistant Secretary
(since 1994) of Nuveen
Investments, Inc.
(since 1994);
Assistant Secretary of
NWQ Investment
Management Company, LLC.LLC
(since 2002); 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
May 2003); previously,
Managing Director (from
2002 to 2004), General
Counsel and Assistant
Secretary, formerly,
Vice President of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.; ** Chartered
Financial Analyst.
Julia L. Antonatos Vice President Term: Annual Managing Director 154
333 West Wacker Drive Length of Service: (since 2005),
Chicago, IL 60606 Since 2004 previously, Vice
(9/22/63) President (since 2002),
formerly, Assistant
Vice President (since
1999) of Nuveen
Investments, LLC;
Chartered Financial
Analyst.
36
- -------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
- -------------------------------------------------------------------------------------------------------
Michael T. Atkinson Vice President Term: Annual Vice President (since 2002), formerly 142154
333 West Wacker Drive and Assistant Length of Service: Assistant Vice President (from 2000)2002), formerly
Chicago, IL 60606 Secretary Since 2002 Assistant Vice
(2/3/66) President (from 2000),
previously, Associate
of Nuveen (2/3/66) Investments,
LLC.
Paul L. Brennan Vice President Term: Annual Vice President (since 2002), formerly 135
333 West Wacker Drive Length of Service: Assistant Vice President (since 1997) of
Chicago, IL 60606 Since 1997 Nuveen Advisory Corp.; Chartered Financial
(11/10/66) Analyst and Certified Public Accountant.
Peter H. D'Arrigo Vice President Term: Annual Vice President of Nuveen Investments, LLC 142154
333 West Wacker Drive and Treasurer Length of Service: (since 1999); prior thereto, Assistant ViceNuveen Investments, LLC
Chicago, IL 60606 Since 1999 (since 1999); prior
(11/28/67) thereto, Assistant Vice
President (from 1997);
Vice President and
(11/28/67)
Treasurer (since 1999)
of Nuveen Investments,
Inc.; Vice President
and Treasurer (since 1999) of Nuveen Advisory
Corp. and (since 2002) Nuveen Institutional
Advisory Corp; Vice President and Treasurer
of Nuveen
Asset Management Inc. (since
2002) and of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Treasurer of
NWQ Investments
Management Company,
LLC. (since 2002); Chartered Financial Analyst.
Susan M. DeSanto Vice
President Term: Annualand Treasurer
of Nuveen Rittenhouse
Asset Management, Inc.
(since 2003); Vice
President and Treasurer
(from 1999 to 2004) of
Nuveen Advisory Corp.
142
333 West Wacker Drive, Length of Service: (since 2001); previously, Vice President of
Chicago, IL 60606 Since 2001 Van Kampen Investmentand Nuveen
Institutional Advisory
Corp. (from
(9/8/54) 1998).
11
- -----------------------------------------------------------------------------------------------------------------------------------
POSITION(S) TERM OF OFFICE NUMBER OF PORTFOLIOS IN
NAME, ADDRESS HELD WITH AND LENGTH OF FUND COMPLEX SERVED
AND BIRTHDATE FUND TIME SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS BY OFFICER
- -----------------------------------------------------------------------------------------------------------------------------------
; ** Chartered
Financial Analyst.
Jessica R. Droeger Vice President Term: Annual Vice President (since 2002) and Assistant 142154
333 West Wacker Drive and Secretary Length of Service: General Counsel (since 1998), formerly2002) and Assistant
Chicago, IL 60606 Since 1998 General Counsel (since
(9/24/64) 1998), formerly
Assistant Vice
President (from 1998)
of (9/24/64) Nuveen Investments,
LLC; Vice President and
Assistant Secretary
(since 2002)2005) of Nuveen
Asset Management; Vice
President (from 2002 to
2004) and Assistant
Secretary (from 1998)1998 to
2004), formerly,
Assistant Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.**
37
- -------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
- -------------------------------------------------------------------------------------------------------
Lorna C. Ferguson Vice President Term: Annual Vice President of Nuveen Investments, LLC 142Managing Director 154
333 West Wacker Drive Length of Service: (since 1998); Vice President (since 1998)2004),
Chicago, IL 60606 Since 1998 previously, Vice
(10/24/45) President of Nuveen
Investments, LLC;
previously, Managing
Director (2004),
formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen (10/24/45) Institutional
Advisory Corp.**
William M. Fitzgerald Vice President Term: Annual Managing Director (since 2001), formerly 142of 154
333 West Wacker Drive Length of Service: Vice President (since 1995) of Nuveen Asset Management
Chicago, IL 60606 Since 1995 Advisory Corp. and Nuveen Institutional
(3/2/64) Advisory Corp.; Managing Director of Nuveen
Asset Management, Inc. (since 2001); Vice
(3/2/64) President of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director (from
2001 to 2004),
formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;**
Chartered Financial
Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 1993) and Funds 142154
333 West Wacker Drive and Controller Length of Service: Controller (since 1998) of Nuveen1993) and Funds
Chicago, IL 60606 Since 1993 Investment,Controller (since 1998)
(5/31/54) of Nuveen Investments,
LLC; Vice President
and Funds
(5/31/54) Controller (since 1998) and
formerly, Funds
Controller of Nuveen
Investments, Inc.;
Certified Public
Accountant.
J. Thomas FutrellJames D. Grassi Vice President Term: Annual Vice President of Nuveen Advisory Corp.; 135and 154
333 West Wacker Drive and Chief Length of Service: Chartered Financial Analyst.Deputy Director of
Chicago, IL 60606 Compliance Since 1992
(7/5/55)
Richard A. Huber2004 Compliance (since 2004)
(4/13/56) Officer of Nuveen Investments,
LLC, Nuveen Investments
Advisers Inc., Nuveen
Asset Management and
Rittenhouse Asset
Management, Inc.;
previously, Vice
President Term: Annual Vice Presidentand Deputy
Director of Nuveen Institutional 135
333 West Wacker Drive, Length of Service: Advisory Corp. (since 1998) and Nuveen
Chicago, IL 60606 Since 1997 Advisory Corp. (since 1997).
(3/26/63)
Steven J. Krupa Vice President Term: Annual Vice PresidentCompliance
(2004) of Nuveen
Advisory Corp. 135
333 West Wacker Drive, Length of Service:
Chicago, IL 60606 Since 1990
(8/21/57)and
Nuveen Institutional
Advisory Corp.;**
formerly, Senior
Attorney (1994 to
2004), The Northern
Trust Company.
38
- -------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
- -------------------------------------------------------------------------------------------------------
David J. Lamb Vice President Term: Annual Vice President of Nuveen Investments (since 142154
333 West Wacker Drive Length of Service: 2000); prior thereto, Assistant ViceNuveen Investments, LLC
Chicago, IL 60606 Since 2000 (since 2000); prior
(3/22/63) thereto, Assistant Vice
President (from 1999);
formerly Associate (3/22/63) of
Nuveen Investments;Investments,
LLC; Certified Public
Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of Nuveen Investments (since 142154
333 West Wacker Drive Length of Service: 1999); prior thereto, Assistant ViceNuveen Investments, LLC
Chicago, IL 60606 Since 2002 (since 1999); prior
(8/27/61) thereto, Assistant Vice
President (since 1993)
of Nuveen (8/27/61) Investments.Investments,
LLC.
1239
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE NUMBER OFAND PORTFOLIOS IN
NAME, ADDRESS HELD WITH AND LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX SERVED
AND BIRTHDATE FUND TIME SERVED* PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS SERVED BY OFFICER
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, Assistant Secretary and 142154
333 West Wacker Drive and Assistant Length of Service: Assistant General Counsel of NuveenSecretary and
Chicago, IL 60606 Secretary Since 1988 Assistant General
(7/27/51) Counsel of Nuveen
Investments, LLC; Vice
President, and
(7/27/51) Assistant
Secretary of Nuveen Advisory
Corp.General Counsel and Nuveen Institutional Advisory
Corp.;
Assistant Secretary of
Nuveen Investments,
Inc.; Vice President
(since 2005) and
Assistant Secretary
(since 1997) of Nuveen
Asset Management, Inc. (since 1997);Management; Vice
President (since 2000),
Assistant Secretary and
Assistant General
Counsel (since 1999)1998) of
Rittenhouse Asset
Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Secretary of
NWQ Investment
Management Company,
LLCLLC. (since 2002).
Edward F. Neild, IV;
previously, Vice
President Term: Annual Managing Director (since 2002), formerly, 142
333 West Wacker Drive, Length of Service: Vice President (from 1996) of Nuveen
Chicago, IL 60606 Since 1996 Institutional Advisory Corp. and Nuveen
(7/7/65) Advisory Corp.; Managing Director of Nuveen
Asset Management, Inc. (since 1999);
Chartered Financial Analyst.
Thomas J. O'Shaughnessy Vice President Term: Annual Vice President (since 2002), previously, 135
333 West Wacker Drive, Length of Service: Assistant
Vice President (1998) of Nuveen
Chicago, IL 60606 Since 1998 Advisory Corp.
(9/4/60)
Thomas C. Spalding Vice President Term: Annual Vice PresidentSecretary of Nuveen
Advisory Corp. and
135
333 West Wacker Drive, Length of Service: Nuveen Institutional
Advisory Corp.;
Chicago, IL 60606 Since 1987 Chartered Financial Analyst.
(7/31/51)
- -----------------------------------------------------------------------------------------------------------------------------------**
- --------------------------------------------------------------------------------
* Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.
2. PROPOSED CHANGES TO EACH FUND'S FUNDAMENTAL INVESTMENT POLICIES
ALL FUNDS (EXCEPT NWQ MULTI-CAP VALUE)
The Board has proposed amending each Fund's (except NWQ Multi-Cap Value)
fundamental investment policies relating to borrowing** Nuveen Advisory Corp. and lending in connection
with the implementation of a proposed interfund lending program.
Each Fund's current fundamental investment policy regarding borrowing states:
INVESTMENT TRUST (EXCEPT NWQ MULTI-CAP VALUE):
The Fund ... may not ... borrow money, except that a Fund may (i) borrow
money from banks for temporary or emergency purposes (but not for leverage
or the purchase of investments) and (ii) engage in other transactions
permissible under the Investment Company Act of 1940 that may involve a
borrowing (such as obtaining such short-term credits as are necessary for
the clearance of transactions, engaging in delayed-delivery transactions,
or purchasing certain futures and options), provided that the combination
of (i) and (ii) shall not exceed 33 1/3% of the value of the Fund's total
assets (including the amount borrowed), less the Fund's liabilities (other
than borrowings).
INVESTMENT TRUST II -- RITTENHOUSE GROWTH:
The Fund ... may not ... borrow money, except that the Fund may (i) borrow
money from banks for temporary or emergency purposes (but not for leverage
or the purchase of investments) and (ii) make other investments or engage
in other transactions permissible under the Investment Company Act of 1940
that may involve a borrowing, provided that the combination of (i) and (ii)
shall not exceed 33 1/3% of the value of the Fund's total assets (including
the amount borrowed), less the Fund's liabilities (other than borrowings).
13
INVESTMENT TRUST II -- INNOVATION AND NWQ INTERNATIONAL VALUE:
The Fund ... may not ... borrow money, except that a Fund may (i) borrow
money from banks for temporary or emergency purposes (but not for leverage
or the purchase of investments) and (ii) engage in other transactions
permissible under the Investment Company Act of 1940 that may involve a
borrowing (such as obtaining such short-term credits as are necessary for
the clearance of transactions, engaging in delayed-delivery transactions,
or purchasing certain futures and options), provided that the combination
of (i) and (ii) shall not exceed 33 1/3% of the value of the Fund's total
assets (including the amount borrowed), less a Fund's liabilities (other
than borrowings).
Each Fund's (except NWQ Multi-Cap Value) current fundamental policy regarding
lending states:
INVESTMENT TRUST:
The Fund ... may not ... make loans to other persons, except through (i)
the purchase of debt securities permissible under the Fund's investment
policies, (ii) repurchase agreements, of (iii) the lending of portfolio
securities, provided that no such loan of portfolio securities may be made
by the Fund if, as a result, the aggregate of such loans would exceed
33 1/3% of the value of the Fund's total assets.
INVESTMENT TRUST II:
The Fund ... may not ... make loans to other persons, except through (i)
the purchase of debt securities permissible under a Fund's investment
policies, (ii) repurchase agreements, or (iii) the lending of portfolio
securities, provided that no such loan of portfolio securities may be made
by a Fund, if, as a result, the aggregate of such loans would exceed
33 1/3% of the value of the Fund's total assets.
The Board recommends that shareholders vote to replace these policies with the
following fundamental investment policy governing borrowing and the following
fundamental investment policy regarding lending:
The Fund may not borrow money, except as permitted by the Investment
Company Act of 1940 and exemptive orders granted under the 1940 Act.
The Fund may not make loans except as permitted by the Investment Company
Act of 1940 and exemptive orders granted under the 1940 Act.
In connection with disaster recovery planning and to provide liquidity in the
event that open-end funds in the Nuveen family of funds encounter higher than
normal redemption requests that may follow a national disaster such as the
events of September 11, 2001, Boards have determined to participate in an
interfund lending program that would allow theInstitutional Advisory Corp. were organized
into Nuveen Funds, including the
Funds, to lend and borrow cash for temporary purposes directly to and from each
other. The proposed new fundamental investment policies will enable each Trust
to participate in this interfund lending program.
Because an interfund lending program raises issues under various sections of the
1940 Act, in order to implement the proposal, all Nuveen Funds, including the
Funds, will file an application for exemption from certain provisions of the
1940 Act with the Securities and Exchange Commission ("SEC"). The application to
the SEC for exemptive relief will not limit interfund lending under the program
to emergency situations and the relief, if and when granted, would allow Nuveen
to set up a more regular program if it and the Board of a Trust determines that
a more regular program would be in the best interests of a fund. Implementation
of the interfund lending program is contingent upon the SEC granting the
exemptive relief.
Nuveen's open-end funds are far more likely to experience large net cash
outflows during an emergency situation than the closed-end funds, therefore the
open-end funds will likely be the only funds that would borrow extensively under
the program. However, because the closed-end funds might be able to lend money
at attractive rates under the program, it is proposed that all current and
future Nuveen Funds, both open-end and closed-end, may participate in the
program. Because the interest earned by the lending fund on such loans is
taxable, Nuveen anticipates that funds that invest primarily in municipal
securities would only participate in the program as lenders if the Adviser
believes that it would be in the best interests of the shareholders of such
funds. Funds that invest primarily in securities other than municipal securities
may also utilize the program in non-emergency situations.
Currently, the Nuveen open-end funds can borrow from banks for temporary
purposes and can lend to banks or other entities in the form of repurchase
agreements or investment in other short-term instruments. The proposed program
would reduce the open-end funds' borrowing costs and enhance their ability to
earn higher rates of interest on investment of their short-term cash balances.
The open-end funds would still be free to establish committed lines of credit or
other borrowing arrangements with banks.
14
It is currently anticipated that the interest rate that will be charged to the
funds on any interfund loan ("Interfund Loan Rate") would be the average of the
"Repo Rate"(1) and the "Bank Loan Rate."(2) The program would be administered by
employees of Nuveen, including representatives of the Funds Administration and
Financial Analysis, ProductAsset Management, Portfolio Operations and Trading and/or
representatives of the Portfolio Management and Research Department who are not
portfolio managers ("Interfund Lending Team"). Under the proposed program, in an
emergency situation, a meeting of the Interfund Lending Team would be called and
the Team would collect data on the uninvested cash and borrowing requirements of
the funds. Once it determines the aggregate amount of cash available for loans
and borrowing demand, the Interfund Lending Team would allocate loans among
borrowing funds with input from portfolio managers.
The Interfund Lending Team would allocate borrowing demand and cash available
for lending among the funds on what the Interfund Lending Team believes to be an
equitable basis, subject to certain administrative procedures applicable to all
funds, such as the time of filing requests to participate, minimum loan lot
sizes, and the need to minimize the number of transactions and associated
administrative costs. To reduce transaction costs, each loan normally would be
allocated in a manner intended to minimize the number of funds necessary to
complete the loan transaction. The method of allocation and related
administrative procedures would be approved by the Board, including a majority
of the Independent Board Members, to ensure both borrowing and lending funds
participate on an equitable basis.
Nuveen would (i) monitor the interest rates charged and other terms and
conditions of the Interfund Loans, (ii) ensure compliance with each fund's
investment policies and limitations, (iii) ensure equitable treatment of each
fund, and (iv) make quarterly reports to the Board concerning any transactions
by the funds under the program and the Interfund Loan Rates. Nuveen would
administer the credit facility as part of its duties under its existing advisory
contract with each fund and would receive no additional fee as compensation for
its services. The actual terms of any Interfund Loan Program in which the Funds
may participate may change from time to time from the description presented here
both as a result of a regulatory action in connection with the granting of the
appropriate regulatory approvals, or as approved by a Board of a Trust.
NWQ MULTI-CAP VALUE ONLY
The 1940 Act requires all mutual funds, including the NWQ Multi-Cap Value, to
adopt certain specific investment policies or restrictions, referred to as
"fundamental" investment restrictions, that may only be changed by shareholder
votes. The Board and officers of the Trust have analyzed the Fund's current
fundamental investment restrictions and have concluded that certain restrictions
should be standardized to correspond with other Nuveen-sponsored equity mutual
funds. The proposed restrictions are expected to allow the Fund to operate more
efficiently, to reduce the administrative burden caused by the differences
between the Fund's restrictions and those of other Nuveen Funds and to ease
monitoring compliance with such restrictions. The proposed revisions to the
Multi-Cap Value's fundamental investment restrictions are described below. In
addition, the Multi-Cap Value's corresponding current investment restrictions
and related non-fundamental investment policies are also provided for comparison
purposes.
Currently, many of the NWQ Multi-Cap Value's fundamental investment restrictions
are augmented by and reference certain non-fundamental investment policies. To
have the NWQ Multi-Cap fundamental investment restrictions be consistent with
those of other Nuveen-sponsored investment companies, the references to
non-fundamental investment restrictions are proposed to be removed and, where
appropriate, the non-fundamental policies are integrated within the fundamental
investment restrictions.
Although the proposed changes will promote efficiency and ease compliance
burdens, fund management has advised the Board Members that none of the proposed
changes is intended to modify the way NWQ Multi-Cap Value is currently managed.
The Board Members do not anticipate that the proposed changes, individually or
in the aggregate, will change the level of risk associated with investing in NWQ
Multi-Cap Value. Nor do the Board Members anticipate that the proposed changes
will, individually or in the aggregate, change the manner in which the Adviser
manages NWQ Multi-Cap Value. If adopted, NWQ Multi-Cap Value will interpret the
new restrictions in light of future rules and orders of the SEC and SEC staff
interpretations of relevant law.
- --------------------------------------------------------------------------------
(1) The "Repo Rate" for any day would be the highest rate available to the funds
from investing in overnight repurchase agreements with a highly reputable
counterparty.
(2) The "Bank Loan Rate" for any day would be calculated by Nuveen each day an
interfund loan is made according to a formula established by the Board
designed to approximate the lowest interest rate at which bank short-term
loans would be available to the funds. The formula would be based upon a
publicly available rate (e.g., Federal Funds plus 25 basis points) and would
vary with this rate so as to reflect changing bank loan rates. The Board
periodically would review the continuing appropriateness of using the
publicly available rate, as well as the relationship between the Bank Loan
Rate and current bank loan rates that would be available to the funds. The
initial formula and any subsequent modifications to the formula would be
subject to the approval of the Board.
15
DIVERSIFICATION
Currently, NWQ Multi-Cap Value's fundamental investment restriction regarding
diversification provides that:
The Fund is a "diversified company" as defined in the Investment Company
Act of 1940 (the "1940 Act"). This means that the Fund will not purchase
the securities of any issuer if, as a result, the Fund would fail to be a
diversified company within the meaning of the 1940 Act Laws,
Interpretations and Exemptions. This restriction does not prevent the Fund
from purchasing the securities of other investment companies to the extent
permitted by the 1940 Act Laws, Interpretations and Exemptions. Please
refer to non-fundamental investment restriction numbereffective January 1, for further
information.
Non-fundamental investment restriction number 1 augments the above restriction
and provides that:
1. In complying with the fundamental restriction regarding issuer
diversification, the Fund will not, with respect to 75% of its total
assets, purchase securities of any issuer (except securities issued or
guaranteed by the United States government or any agency or instrumentality
thereof) if, as a result, (i) more than 5% of the Fund's total assets would
be invested in the securities of that issuer, or (ii) the Fund would hold
more than 10% of the outstanding voting securities of that issuer.
The proposed restriction is standard for Nuveen-sponsored equity funds and more
succinctly sets forth the 1940 Act requirement for diversified funds. The
proposed diversification restrictions is as follows:
With respect to 75% of its total assets, purchase the securities of any
issuer (except securities issued or guaranteed by the United States
government or any agency or instrumentality thereof) if, as a result, (i)
more than 5% of the Fund's total assets would be invested in securities of
that issuer, or (ii) the Fund would hold more than 10% of the outstanding
voting securities of that issuer.
BORROWINGS AND SENIOR SECURITIES
Currently, NWQ Multi-Cap Value's fundamental investment restrictions regarding
borrowings and senior securities provides that:
The Fund may not borrow money or issue senior securities, except as
permitted by the 1940 Act Laws, Interpretations and Exemptions. Please
refer to non-fundamental investment restriction number 2 for further
information.
Non-fundamental investment restriction number 2 augments the above restriction
and provides that:
2. In complying with the fundamental restriction regarding borrowing money
and issuing senior securities, the Fund may not borrow money, except that
the Fund may (i) borrow money from banks for temporary or emergency
purposes (but not for leverage or the purchase of investments) and (ii)
engage in other transactions permissible under the 1940 Act that may
involve a borrowing (such as obtaining such short-term credits as are
necessary for the clearance of transactions, engaging in delayed-delivery
transactions, or purchasing certain futures and options), provided that the
combination of (i) and (ii) shall not exceed 33 1/3% of the value of the
Fund's total assets (including the amount borrowed), less the Fund's
liabilities (other than borrowings).
The proposed restrictions are standard for Nuveen-sponsored equity funds and
more succinctly sets for the 1940 requirements regarding borrowing and senior
securities. The proposed restrictions are as follows:
The Fund may not borrow money, except as permitted by the Investment
Company Act of 1940 and exemptive orders granted under the 1940 Act.
The Fund may not issue senior securities, except as permitted by the
Investment Company Act of 1940 and exemptive orders granted under the 1940
Act.
Currently, NWQ Multi-Cap Value's fundamental investment restriction regarding
underwritings provides that:
The Fund may not underwrite the securities of other issuers. This
restriction does not prevent the Fund from engaging in transactions
involving the acquisition, disposition or resale of its portfolio
securities, regardless of whether the Fund may be considered to be an
underwriter under the Securities Act of 1933.
The proposed underwriting restriction is substantially similar to the
fundamental restriction it is proposed to replace. The proposed restriction is
standard for Nuveen-sponsored equity funds and more succinctly sets for the 1940
Act requirement regarding underwritings. The proposed restriction is as follows:
The Fund may not act as an underwriter of another issuer's securities,
except to the extent that the Fund may be deemed to be an underwriter
within the meaning of the Securities Act of 1933 in connection with the
purchase and sale of portfolio securities.
16
INDUSTRY CONCENTRATIONS
Currently, NWQ Multi-Cap Value's fundamental restriction regarding industry
concentrations provides that:
The Fund will not make investments that will result in the concentration
(as that term may be defined or interpreted by the 1940 Act, Laws,
Interpretations and Exemptions) of its investments in the securities of
issuers primarily engaged in the same industry. This restriction does not
limit the Fund's investments in (i) obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, (ii) tax-exempt
obligations issued by governments or political subdivisions of governments
or (iii) repurchase agreements collateralized by such obligations. In
complying with this restriction, the Fund will not consider a bank-issued
guaranty or financial guaranty insurance as a separate security. Please
refer to Non-Fundamental Investment Restriction number 3 for further
information.
Non-fundamental restriction number 3 augments the above restriction and provides
that:
3. In complying with the fundamental restrictions regarding industry
concentration, the Fund may not purchase the securities of any issuer if,
as a result, 25% or more of the Fund's total assets would be invested in
the securities of issuers whose principal business activities are in the
same industry (except that this restriction shall not be applicable to
securities issued or guaranteed by the U.S. government or any agency or
instrumentality thereof).
The proposed concentration restriction is substantially similar to the
fundamental and non-fundamental restrictions it is proposed to replace. The
proposed restriction is standard for Nuveen-sponsored equity funds and more
succinctly sets for the 1940 Act restriction regarding concentrations. The
proposed restriction is as follows:
The Fund may not purchase the securities of any issuer if, as a result, 25%
or more of the Fund's total assets would be invested in the securities of
issuers whose principal business activities are in the same industry
(except that this restriction shall not be applicable to securities issued
or guaranteed by the U.S. government or any agency or instrumentality
thereof).
REAL ESTATE
Currently, NWQ Multi-Cap Value's fundamental investment restriction regarding
real estate provides that:
The Fund may not purchase or sell real estate unless acquired as a result
of ownership of securities or other instruments. This restriction does not
prevent the Fund from investing in issuers that invest, deal or otherwise
engage in transactions in real estate or interests therein, or investing in
securities that are secured by real estate or interests therein.
The proposed real estate restriction is substantially similar to the fundamental
restriction it is proposed to replace. The proposed restriction is standard for
Nuveen-sponsored equity funds. The proposed real estate restrictions is as
follows:
The Fund may not purchase or sell real estate unless acquired as a result
of ownership of securities or other instruments (but this shall not
prohibit the Fund from purchasing or selling securities or other
instruments backed by real estate or of issuers engaged in real estate
activities).
COMMODITIES
Currently, NWQ Multi-Cap Value's fundamental investment restriction regarding
commodities provides that:
The Fund may not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments. This restriction
does not prevent the Fund from engaging in transactions involving futures
contracts and options thereon or investing in securities that are secured
by physical commodities.
The proposed commodities restriction is substantially similar to the fundamental
restriction it is supposed to replace. The proposed restriction is standard for
Nuveen-sponsored equity funds. The proposed commodities restriction is as
follows:
The Fund may not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Fund from purchasing or selling options, futures contracts, or
other derivative instruments, or from investing in securities or other
instruments backed by physical commodities).
LENDING
Currently, NWQ Multi-Cap Value's fundamental investment restriction regarding
lending provides that:
The Fund may not make personal loans or loans of its assets to persons who
control or are under common control with the Fund, except to the extent
permitted by the 1940 Act Laws, Interpretations and Exemptions. This
restriction does not prevent the Fund from, among other things, purchasing
debt obligations, entering repurchase agreements, loaning its assets to
broker-dealers or institutional investors or investing in loans, including
assignments and participation interests. Please refer to non-fundamental
investment restriction number 4 for further information.
17
Non-fundamental restriction number 4 augments the above restriction and
provides that:
4. In complying with the fundamental restriction with regard to making
loans, the Fund may not make loans to other persons, except through (i) the
purchase of debt securities permissible under the Fund's investment
policies, (ii) repurchase agreements, or (iii) the lending of portfolio
securities, provided that no such loan of portfolio securities may be made
by the Fund if, as a result, the aggregate of such loans would exceed
33 1/3% of the value of the Fund's total assets.
The proposed restriction is standard for Nuveen-sponsored equity funds and more
succinctly sets for the 1940 requirements regarding loans. The proposed loans
restriction is as follows:
The Fund may not make loans, except as permitted by the Investment Company
Act of 1940 and exemptive orders granted under the 1940 Act.
OPEN-END FUNDS
Currently, NWQ Multi-Cap Value's fundamental investment restriction regarding
open-end funds provides that:
The Fund may, notwithstanding any other fundamental investment policy or
restriction, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies and restrictions as the Fund.
This investment restriction is proposed to be eliminated because the Fund has no
intention of investing exclusively in the securities of a single open-end mutual
fund. In addition, such a practice would not be consistent with the Fund's
stated investment policies. The removal of this restriction should not have a
material impact on the operations of the Fund.
The Board Members have concluded that the proposed amendments to the investment
restrictions will benefit NWQ Multi-Cap Value and its shareholders. If any
single proposed amendment to the investment restrictions is approved, such
restriction will be approved regardless of whether other amendments are
approved.
VOTES REQUIRED
Approval of the proposed changes to a Fund's fundamental investment policies
requires the affirmative vote of a "majority of the outstanding voting
securities" of that Fund voting separately with each class of shares of the Fund
voting together as a single class. The term "majority of the outstanding voting
securities" as defined in the 1940 Act means the affirmative vote of the lesser
of (1) 67% of the voting securities of the Fund present at the meeting if more
than 50% of the outstanding shares of the Fund are present in person or by proxy
or (2) more than 50% of the outstanding shares of the Fund. Shareholders of each
Fund will vote separately on the proposed changes to each fundamental investment
policy.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED CHANGES
TO EACH FUND'S FUNDAMENTAL INVESTMENT POLICIES.2005.
APPOINTMENT OF INDEPENDENT AUDITORS
Each Board has appointed PricewaterhouseCoopers LLP, independent registered
public accountants,accounting firm, as independent auditors to audit the books and records
of each Trust for its fiscal year. A[A representative of PricewaterhouseCoopers
LLP will be present at the meetingMeetings to make a statement, if such representative
so desires, and to respond to shareholders' questions. PricewaterhouseCoopers] [PricewaterhouseCoopers
LLP has informed each Trust that it has no direct or indirect material financial
interest in theeach Trust, Nuveen, the Adviser or any other investment company
sponsored by Nuveen.
On May 15, 2002, Arthur Andersen LLP resigned as independent accountants of]
40
AUDIT AND RELATED FEES. The following table provides the Nuveen open-end mutual funds. Each Trusts' audit committee accepted Arthur
Andersen's resignation, participated in the process of evaluating new accounting
firms and approved the selection ofaggregate fees billed
by PricewaterhouseCoopers LLP as the new
independent accountants on May 15, 2002. The reports of Arthur Andersen LLP on
the financial statements for the pastduring each Trust's last two fiscal years contained no adverse
opinion(i) to
each Fund for services provided to the Funds and (ii) to the Adviser and certain
entities controlling, controlled by, or disclaimerunder common control with the Adviser
that provide ongoing services to each Fund ("Adviser Entities") for engagements
directly related to the operations and financial reporting of opinioneach Fund.
- -------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
--------------- --------------------------------- ---------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
--------------- --------------- --------------- --------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
- -------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I
Arizona Municipal............. $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Colorado Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Florida Municipal............. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Maryland Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
New Mexico Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Pennsylvania Municipal........ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Virginia Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
I........................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
MULTISTATE TRUST II
California Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
California Insured............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Connecticut Municipal......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Massachusetts Municipal....... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Massachusetts Insured......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
New Jersey Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
New York Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
New York Insured.............. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
II.......................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
- -------------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER AND
ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2003 2004 2003 2004
- -------------------------------- ---------------------------------
MULTISTATE TRUST I
Arizona Municipal............. $[ ] $[ ] $[ ] $[ ]
Colorado Municipal............ [ ] [ ] [ ] [ ]
Florida Municipal............. [ ] [ ] [ ] [ ]
Maryland Municipal............ [ ] [ ] [ ] [ ]
New Mexico Municipal.......... [ ] [ ] [ ] [ ]
Pennsylvania Municipal........ [ ] [ ] [ ] [ ]
Virginia Municipal............ [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
I........................... [ ] [ ] [ ] [ ]
MULTISTATE TRUST II
California Municipal.......... [ ] [ ] [ ] [ ]
California Insured............ [ ] [ ] [ ] [ ]
Connecticut Municipal......... [ ] [ ] [ ] [ ]
Massachusetts Municipal....... [ ] [ ] [ ] [ ]
Massachusetts Insured......... [ ] [ ] [ ] [ ]
New Jersey Municipal.......... [ ] [ ] [ ] [ ]
New York Municipal............ [ ] [ ] [ ] [ ]
New York Insured.............. [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
II.......................... [ ] [ ] [ ] [ ]
41
- -------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
--------------- --------------------------------- ---------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
--------------- --------------- --------------- --------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
- -------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III
Georgia Municipal............. $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Louisiana Municipal........... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
North Carolina Municipal...... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Tennessee Municipal........... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
III......................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
MULTISTATE TRUST IV
Kansas Municipal.............. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Kentucky Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Michigan Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Missouri Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Ohio Municipal................ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Wisconsin Municipal........... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
IV.......................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
MUNICIPAL TRUST
All-American.................. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
High Yield Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Insured Municipal............. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Intermediate Duration......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Limited Term.................. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MUNICIPAL TRUST..... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
- -------------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER AND
ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2003 2004 2003 2004
- -------------------------------- ---------------------------------
MULTISTATE TRUST III
Georgia Municipal............. $[ ] $[ ] $[ ] $[ ]
Louisiana Municipal........... [ ] [ ] [ ] [ ]
North Carolina Municipal...... [ ] [ ] [ ] [ ]
Tennessee Municipal........... [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
III......................... [ ] [ ] [ ] [ ]
MULTISTATE TRUST IV
Kansas Municipal.............. [ ] [ ] [ ] [ ]
Kentucky Municipal............ [ ] [ ] [ ] [ ]
Michigan Municipal............ [ ] [ ] [ ] [ ]
Missouri Municipal............ [ ] [ ] [ ] [ ]
Ohio Municipal................ [ ] [ ] [ ] [ ]
Wisconsin Municipal........... [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
IV.......................... [ ] [ ] [ ] [ ]
MUNICIPAL TRUST
All-American.................. [ ] [ ] [ ] [ ]
High Yield Municipal.......... [ ] [ ] [ ] [ ]
Insured Municipal............. [ ] [ ] [ ] [ ]
Intermediate Duration......... [ ] [ ] [ ] [ ]
Limited Term.................. [ ] [ ] [ ] [ ]
TOTAL FOR MUNICIPAL TRUST..... [ ] [ ] [ ] [ ]
42
- -------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
--------------- --------------------------------- ---------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
--------------- --------------- --------------- --------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
- -------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and Bond....... $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Balanced Municipal and
Stock....................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Large-Cap Value............... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
NWQ Multi-Cap Value........... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST.... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
INVESTMENT TRUST II
Rittenhouse Growth............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
NWQ International Value....... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST
II.......................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
- -------------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER AND
ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2003 2004 2003 2004
- -------------------------------- ---------------------------------
INVESTMENT TRUST
Balanced Stock and Bond....... $[ ] $[ ] $[ ] $[ ]
Balanced Municipal and
Stock....................... [ ] [ ] [ ] [ ]
Large-Cap Value............... [ ] [ ] [ ] [ ]
NWQ Multi-Cap Value........... [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST.... [ ] [ ] [ ] [ ]
INVESTMENT TRUST II
Rittenhouse Growth............ [ ] [ ] [ ] [ ]
NWQ International Value....... [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST
II.......................... [ ] [ ] [ ] [ ]
- --------------------------------------------------------------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of the Fund's annual financial statements and were not qualified or modified as to
uncertainty, audit scope, or accounting principle. Inservices provided in
connection with its auditsstatutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for the two most recent fiscal yearsassurance and through May 15, 2002 there were no
disagreements with Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
if not resolvedrelated
services reasonably related to the satisfactionperformance of Arthur Andersen LLP would have caused
them to make reference thereto in their report on the audit or review of
financial statements and are not reported under "Audit Fees."
(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
43
NON-AUDIT FEES. The following table provides the aggregate non-audit fees billed
by PricewaterhouseCoopers LLP for services rendered to each Fund, the Adviser
and the Adviser Entities during each Fund's last two fiscal years.
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
- ----------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I
Arizona Municipal................ $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Colorado Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
Florida Municipal................ [ ] [ ] [ ] [ ] [ ] [ ]
Maryland Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
New Mexico Municipal............. [ ] [ ] [ ] [ ] [ ] [ ]
Pennsylvania Municipal........... [ ] [ ] [ ] [ ] [ ] [ ]
Virginia Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST I..... [ ] [ ] [ ] [ ] [ ] [ ]
MULTISTATE TRUST II
California Municipal............. [ ] [ ] [ ] [ ] [ ] [ ]
California Insured............... [ ] [ ] [ ] [ ] [ ] [ ]
Connecticut Municipal............ [ ] [ ] [ ] [ ] [ ] [ ]
Massachusetts Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ]
Massachusetts Insured............ [ ] [ ] [ ] [ ] [ ] [ ]
New Jersey Municipal............. [ ] [ ] [ ] [ ] [ ] [ ]
New York Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
New York Insured................. [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST II.... [ ] [ ] [ ] [ ] [ ] [ ]
- ----------------------------------- -------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004
- ----------------------------------- -------------------------
MULTISTATE TRUST I
Arizona Municipal................ $[ ] $[ ]
Colorado Municipal............... [ ] [ ]
Florida Municipal................ [ ] [ ]
Maryland Municipal............... [ ] [ ]
New Mexico Municipal............. [ ] [ ]
Pennsylvania Municipal........... [ ] [ ]
Virginia Municipal............... [ ] [ ]
TOTAL FOR MULTISTATE TRUST I..... [ ] [ ]
MULTISTATE TRUST II
California Municipal............. [ ] [ ]
California Insured............... [ ] [ ]
Connecticut Municipal............ [ ] [ ]
Massachusetts Municipal.......... [ ] [ ]
Massachusetts Insured............ [ ] [ ]
New Jersey Municipal............. [ ] [ ]
New York Municipal............... [ ] [ ]
New York Insured................. [ ] [ ]
TOTAL FOR MULTISTATE TRUST II.... [ ] [ ]
44
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
- ----------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III
Georgia Municipal................ $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Louisiana Municipal.............. [ ] [ ] [ ] [ ] [ ] [ ]
North Carolina Municipal......... [ ] [ ] [ ] [ ] [ ] [ ]
Tennessee Municipal.............. [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST III... [ ] [ ] [ ] [ ] [ ] [ ]
MULTISTATE TRUST IV
Kansas Municipal................. [ ] [ ] [ ] [ ] [ ] [ ]
Kentucky Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
Michigan Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
Missouri Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
Ohio Municipal................... [ ] [ ] [ ] [ ] [ ] [ ]
Wisconsin Municipal.............. [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST IV.... [ ] [ ] [ ] [ ] [ ] [ ]
MUNICIPAL TRUST
All-American..................... [ ] [ ] [ ] [ ] [ ] [ ]
High Yield Municipal............. [ ] [ ] [ ] [ ] [ ] [ ]
Insured Municipal................ [ ] [ ] [ ] [ ] [ ] [ ]
Intermediate Duration............ [ ] [ ] [ ] [ ] [ ] [ ]
Limited Term..................... [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MUNICIPAL TRUST........ [ ] [ ] [ ] [ ] [ ] [ ]
- ----------------------------------- -------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004
- ----------------------------------- -------------------------
MULTISTATE TRUST III
Georgia Municipal................ $[ ] $[ ]
Louisiana Municipal.............. [ ] [ ]
North Carolina Municipal......... [ ] [ ]
Tennessee Municipal.............. [ ] [ ]
TOTAL FOR MULTISTATE TRUST III... [ ] [ ]
MULTISTATE TRUST IV
Kansas Municipal................. [ ] [ ]
Kentucky Municipal............... [ ] [ ]
Michigan Municipal............... [ ] [ ]
Missouri Municipal............... [ ] [ ]
Ohio Municipal................... [ ] [ ]
Wisconsin Municipal.............. [ ] [ ]
TOTAL FOR MULTISTATE TRUST IV.... [ ] [ ]
MUNICIPAL TRUST
All-American..................... [ ] [ ]
High Yield Municipal............. [ ] [ ]
Insured Municipal................ [ ] [ ]
Intermediate Duration............ [ ] [ ]
Limited Term..................... [ ] [ ]
TOTAL FOR MUNICIPAL TRUST........ [ ] [ ]
45
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
- ----------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and Bond.......... $ [ ] $ [ ] $ [ ] $ [ ] $ [ ] $ [ ]
Balanced Municipal and Stock..... [ ] [ ] [ ] [ ] [ ] [ ]
Large-Cap Value.................. [ ] [ ] [ ] [ ] [ ] [ ]
NWQ Multi-Cap Value.............. [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST....... [ ] [ ] [ ] [ ] [ ] [ ]
INVESTMENT TRUST II
Rittenhouse Growth............... [ ] [ ] [ ] [ ] [ ] [ ]
NWQ International Value.......... [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST II.... [ ] [ ] [ ] [ ] [ ] [ ]
- ----------------------------------- -------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004
- ----------------------------------- -------------------------
INVESTMENT TRUST
Balanced Stock and Bond.......... $ [ ] $ [ ]
Balanced Municipal and Stock..... [ ] [ ]
Large-Cap Value.................. [ ] [ ]
NWQ Multi-Cap Value.............. [ ] [ ]
TOTAL FOR INVESTMENT TRUST....... [ ] [ ]
INVESTMENT TRUST II
Rittenhouse Growth............... [ ] [ ]
NWQ International Value.......... [ ] [ ]
TOTAL FOR INVESTMENT TRUST II.... [ ] [ ]
46
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent auditor's engagements (i) with
the Fund for audit or non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates directly to the
operations and financial reporting of the Fund. Regarding tax and research
projects conducted by the independent auditors for each Fund and the Adviser and
Adviser Entities (with respect to the operations and financial reporting of each
Fund), such years. Duringengagements will be (i) pre-approved by the two most recent fiscal yearsaudit committee if they
are expected to be for amounts greater than $10,000; (ii) reported to the audit
committee chairman for his verbal approval prior to engagement if they are
expected to be for amounts under $10,000 but greater than $5,000; and through(iii)
reported to the audit committee at the next audit committee meeting if they are
expected to be for an amount under $5,000.
[For engagements with PricewaterhouseCoopers LLP entered into on or after May 15, 2002,
there have been no events6,
2003, the audit committee approved in advance all audit services and non-audit
services that arePricewaterhouseCoopers LLP provided to each Fund and to the
Adviser and Adviser Entities (with respect to the operations and financial
reporting of each Fund).] [None of the services rendered by
PricewaterhouseCoopers LLP to each Fund or the Adviser or Adviser Entities were
pre-approved by the audit committee pursuant to the pre-approval exception under
Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.] [The audit
committee has considered whether the provision of non-audit services rendered by
PricewaterhouseCoopers LLP to the Adviser and Adviser Entities that were not
required to be reported. Nuveen has requested
that Arthur Andersen LLP furnish itpre-approved by the audit committee is compatible with
a letter addressed to the SEC stating
whether or not it agrees with the above statements. However in light of the
circumstances surrounding Arthur Andersen LLP, Nuveen was not able to obtain
such letter for inclusion with this proxy.
18
maintaining PricewaterhouseCoopers LLP's independence.]
ADDITIONAL INFORMATION ABOUT THE ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois
60606. Nuveen Investments, Inc., is approximately 79% owned by The St. Paul
Companies, Inc. ("St. Paul"). St. Paul is located at 385 Washington Street, St.
Paul, Minnesota 55102, and is principally engaged in providing
property-liability insurance through subsidiaries.
INFORMATION ABOUT THE UNDERWRITER
Nuveen Investments, LLC (the "Underwriter"), located at 333 West Wacker Drive,
Chicago, Illinois 60606, serves as the principal underwriter for each Fund. The
Underwriterunderwriter is a wholly ownedwholly-owned subsidiary of Nuveen Investments, Inc.Nuveen.
SHAREHOLDER PROPOSALS
The Trusts generally do not generally hold annual shareholders' meetings, but will hold
special meetings as required or deemed desirable. Because each Trust does not
hold regular shareholders' meetings, the anticipated date of the next special
shareholders' meeting (if any) cannot be provided. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting of a Trust should send their written proposalsproposal to the Trust
at 333 West Wacker Drive, Chicago, Illinois 60606. Proposals must be received a
reasonable time before a Trust begins to print and mail its proxy materials for
the meeting.
SHAREHOLDER COMMUNICATIONS
Shareholders who want to communicate with the Board or any individual Board
Member should write their Fund to the attention of Lorna Ferguson, Manager of
Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. The letter should
47
indicate that you are a Fund shareholder. If the communication is intended for a
specific Board Member and so indicates it will be sent only to that Board
Member. If a communication does not indicate a specific Board Member it will be
sent to the chair of the nominating and governance committee and the outside
counsel to the Independent Board Members for further distribution as deemed
appropriate by such persons.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement will be paid by the Trusts. Alland all other costs in connection with the
solicitation of proxies will be paid 70% by Nuveen and 30% by the Trusts pro rataFunds
(allocated among the Funds based on the number of shareholder accounts. Additional solicitationrelative net assets). Solicitation may be
made by letter telephone or telegraphtelephone by officers or employees of Nuveen or the Adviser,
or by dealers and their representatives.
The Trusts have engaged D.F.
King & Co., Inc. to assist in the solicitation of proxies at an estimated cost
of $2,500 per fund, plus reasonable expenses.
FISCAL YEAR
The last fiscal year end for all Funds in Multistate Trust I, Multistate Trust
III and Multistate Trust IV was May 31, 2004. The last fiscal year end for all
Funds in Investment Trust was June 30, 2002 and2004. The last fiscal year end for all
Funds in Investment Trust II was July 3, 2002.31, 2004. The last fiscal year end for all
Funds in Multistate Trust II was February 28, 2005. The last fiscal year end for
all Funds in Municipal Trust was April 30, 2005.
ANNUAL REPORT DELIVERY
Annual reports werewill be sent to shareholders of record of each Fund following
each Trust'sFund's fiscal year end. Each TrustFund will furnish, without charge, a copy of
its annual report and/or semi-annual report as available upon request. Such
written or oral requests should be directed to such TrustFund at 333 West Wacker
Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787.
Please note that only one annual report or proxy statement may be delivered to
two or more shareholders of a Fund who share an address, unless the Fund has
received instructions to the contrary. To request a separate copy of an annual
report or proxy statement, or for instructions as to how to request a separate
copy of such documents or as to how to request a single copy if multiple copies
of such documents are received, shareholders should contact the applicable Fund
at the address and phone number set forth above.
GENERAL
Management does not intend to present and does not have reason to believe that
any other items of business will be presented at any Special Meeting.the Meetings. However, if other
matters are properly presented to the Special MeetingMeetings for a vote, the proxies will be
voted by the persons acting under the proxies upon such matters in accordance
with their judgment of the best interests of the Trust.Fund.
A list of shareholders entitled to be present and to vote at each Special
Meeting will
be available at the offices of the Trusts,Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any
48
shareholder during regular business hours beginning ten days prior to the date
of that Special Meeting.the Meetings.
Failure of a quorum to be present at any Special Meeting will necessitate adjournment
and will subject that TrustFund to additional expense. The persons named in the
enclosed proxy may also move for an adjournment of any Special Meeting to permit further
solicitation of proxies with respect to any of the proposals if they determine
that adjournment and further solicitation is reasonable and in the best
interests of the shareholders. Under each Trust's By-Laws, an adjournment of a
meeting requires the affirmative vote of a majority of the shares present in
person or represented by proxy at the meeting.
19
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
Jessica R. Droeger
Vice President and Secretary
, 2003
202005
49
APPENDIX 1A
DATES RELATING TO
ORIGINAL INVESTMENT MANAGEMENT AGREEMENTS(1)
TITLE NUMBER- ---------------------------------------------------------------------------------------
DATE ORIGINAL
DATE ORIGINAL INVESTMENT
INVESTMENT MANAGEMENT
DATE OF PERCENTORIGINAL MANAGEMENT AGREEMENT WAS LAST
INVESTMENT AGREEMENT WAS LAST APPROVED FOR
MANAGEMENT APPROVED BY CONTINUANCE BY
TRUST AGREEMENT SHAREHOLDERS BOARD
- ---------------------------------------------------------------------------------------
Multistate Trust I February 1,1997 December 20, 1996 May 16, 2004
Multistate Trust II February 1, 1997 December 20, 1996 May 16, 2004
Multistate Trust III February 1, 1997 December 20, 1996 May 16, 2004
Multistate Trust IV February 1, 1997 December 20, 1996 May 16, 2004
Municipal Trust February 1, 1997 December 20, 1996 May 16, 2004
Investment Trust July 29, 1996 July 29, 1996 May 16, 2004
Investment Trust II October 31, 1997 November 12, 1997 May 16, 2004
- ---------------------------------------------------------------------------------------
(1) The Original Investment Management Agreement for each Trust is with Nuveen
Advisory Corp. ("NAC") or Nuveen Institutional Advisory Corp. ("NIAC").
Effective January 1, 2005, NAC and NIAC were merged into NAM. As a result,
NAC and NIAC became a part of NAM and ceased to exist separately. NAM
assumed all of NAC and NIAC's obligations under the Original Investment
Management Agreements. Like NAC and NIAC, NAM is a wholly-owned subsidiary
of Nuveen. The merger did not constitute a change in control. There was no
change in who manages the Funds or in the Funds' investment objectives or
policies as a result of the merger.
A-1
APPENDIX B
[INSERT FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT]
B-1
APPENDIX C
COMPLEX-LEVEL FEE RATES
- ------------------------------------------------------------------------
COMPLEX DAILY NET ASSETS FEE RATE
- ------------------------------------------------------------------------
First $55 billion 0.2000%
Next $1 billion 0.1800%
Next $1 billion 0.1600%
Next $3 billion 0.1425%
Next $3 billion 0.1325%
Next $3 billion 0.1250%
Next $5 billion 0.1200%
Next $5 billion 0.1175%
Next $15 billion 0.1150%
- ------------------------------------------------------------------------
FUND-LEVEL FEE RATES AND AGGREGATE MANAGEMENT FEES PAID DURING LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF CLASS NAME AND ADDRESS5/1/05
- --------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I
Arizona Municipal For the first $125 million 0.3000% $ 582,234
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Colorado Municipal For the first $125 million 0.3000% $ 240,310
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
C-1
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF BENEFICIAL OWNER SHARES OWNED5/1/05
- --------------------------------------------------------------------------------------------------------
Florida Municipal For the first $125 million 0.3000% $ 1,893,315
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Maryland Municipal For the first $125 million 0.3000% $ 588,624
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
New Mexico
Municipal For the first $125 million 0.3000% $ 307,485
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Pennsylvania
Municipal For the first $125 million 0.3000% $ 874,232
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Virginia Municipal For the first $125 million 0.3000% $ 1,341,301
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
- --------------------------------------------------------------------------------------------------------
C-2
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF CLASS5/1/05
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST II
California
Municipal For the first $125 million 0.3500% $ 1,425,821
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
California Insured For the first $125 million 0.3500% $ 1,464,608
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
Connecticut
Municipal For the first $125 million 0.3500% $ 1,646,931
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
Massachusetts
Municipal For the first $125 million 0.3500% $ 596,651
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
C-3
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
Massachusetts
Insured For the first $125 million 0.3500% $ 530,374
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
New Jersey
Municipal For the first $125 million 0.3500% $ 935,776
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
New York Municipal For the first $125 million 0.3500% $ 1,816,547
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
New York Insured For the first $125 million 0.3500% $ 2,042,599
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
- --------------------------------------------------------------------------------------------------------
C-4
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III
Georgia Municipal For the first $125 million 0.3500% $ 899,307
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Louisiana Municipal For the first $125 million 0.3500% $ 677,995
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
North Carolina
Municipal For the first $125 million 0.3500% $ 1,214,930
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Tennessee Municipal For the first $125 million 0.3500% $ 1,850,557
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
- --------------------------------------------------------------------------------------------------------
C-5
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
MULTISTATE TRUST IV
Kansas Municipal For the first $125 million 0.3500% $ 754,591
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Kentucky Municipal For the first $125 million 0.3500% $ 2,642,597
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Michigan Municipal For the first $125 million 0.3500% $ 1,449,792
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Missouri Municipal For the first $125 million 0.3500% $ 1,435,603
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
C-6
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
Ohio Municipal For the first $125 million 0.3500% $ 3,119,661
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Wisconsin Municipal For the first $125 million 0.3500% $ 273,705
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
- --------------------------------------------------------------------------------------------------------
MUNICIPAL TRUST
All-American For the first $125 million 0.3000% $ 1,709,991
For the next $125 million 0.2875%
For the next $250 million 0.2750%
For the next $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
High Yield
Municipal For the first $125 million 0.4000% $ 2,065,153
For the next $125 million 0.3875%
For the next $250 million 0.3750%
For the next $500 million 0.3625%
For the next $1 billion 0.3500%
For net assets over $2 billion 0.3250%
Insured Municipal For the first $125 million 0.3000% $ 4,499,174
For the next $125 million 0.2875%
For the next $250 million 0.2750%
For the next $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
C-7
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
Intermediate
Duration For the first $125 million 0.3000% $12,722,332
For the next $125 million 0.2875%
For the next $250 million 0.2750%
For the next $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Limited Term For the first $125 million 0.2500% $ 3,815,874
For the next $125 million 0.2375%
For the next $250 million 0.2250%
For the next $500 million 0.2125%
For the next $1 billion 0.2000%
For the next $3 billion 0.1750%
For net assets over $5 billion 0.1625%
- --------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and
Bond For the first $125 million 0.5500% $ 407,756(3)
For the next $125 million 0.5375%
For the next $250 million 0.5250%
For the next $500 million 0.5125%
For the next $1 billion 0.5000%
For net assets over $2 billion 0.4750%
Balanced Municipal
and Stock For the first $125 million 0.5500% $ 666,642(4)
For the next $125 million 0.5375%
For the next $250 million 0.5250%
For the next $500 million 0.5125%
For the next $1 billion 0.5000%
For net assets over $2 billion 0.4750%
Large-Cap Value For the first $125 million 0.6500% $ 4,753,246
For the next $125 million 0.6375%
For the next $250 million 0.6250%
For the next $500 million 0.6125%
For the next $1 billion 0.6000%
For net assets over $2 billion 0.5750%
C-8
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
NWQ Multi-Cap Value A Charles Schwab & Co Inc. 258,336.7850 89.27
For the Benefit of Their Customers
4500 Cherry Creek Dr S
Denver, CO 80018
Innovation A MLPF&Sfirst $125 million 0.6500% $ 634,131
For Its Customers 104,865.2290 17.36
Attn Fund Admn
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484the next $125 million 0.6375%
For the next $250 million 0.6250%
For the next $500 million 0.6125%
For the next $1 billion 0.6000%
For net assets over $2 billion 0.5750%
- --------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
Rittenhouse Growth For the first $125 million 0.6500% $ 2,439,673(5)
For the next $125 million 0.6375%
For the next $250 million 0.6250%
For the next $500 million 0.6125%
For the next $1 billion 0.6000%
For net assets over $2 billion 0.5750%
NWQ International
Value A MLPF&S For Its Customers 105,425.0850 54.60
Attn Fund Admn
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
Rittenhouse Growth A MLPF&S For the Benefit of Its Customers 819,300.7060 25.04
Attn Fund Admn
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
Balanced Municipal and Stock A MLPF&Sfirst $125 million 0.8500% $ 344,155
For the Benefit of Its Customers 360,060.9400 12.32
Attn Fund Admn/97KG5
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
Balanced Stock and Bond A MLPF&Snext $125 million 0.8375%
For the Benefit of Its Customers 363,988.8410 22.29
Attn Fund Admn/97KH1
4800 Deer Lake Dr E Floor 3
Jacksonville, Fl 32246-6484
European Value A PaineWebber for the Benefit of Lerner 8,989.1780 13.41
Realty, L.P.,
A California Limited Partnership
1301 Calle Durazno
Thousand Oaks, CA 91360-6711
MLPF&Snext $250 million 0.8250%
For the Sole Benefit of Its 14,913.0270 22.26
Customers
Attn Fund Admn/
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
LPL Financial Services 3,382.2660 5.05
A C 3405-1249
9785 Towne Centre Drive
San Diego, CA 92121-1968
Large-Cap Value A MLPF&Snext $500 million 0.8125%
For the Benefit of Its Customers 4,872,601.0200 21.63
Attn Fund Admn/
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
NWQ Multi-Cap Value B RBC Dain Rauscher Custodian 254.8550 7.94
Gwendolyn A Lewis
A C 5088-8196
Individual Retirement Account
1201 Emerald Hills Drive
Edmonds, WA 98020-2946
McDonald Investments Inc FBO 1,364.2400 42.49
87932335
Suite 2100
800 Superior Ave
Cleveland, OH 44114-2601
First Clearing Corporation 1,507.1590 46.94
A/C 8403-0181
John C Triana (IRA R/O)
FCC As Custodian
3705 Kentmere Ct
Flower Mound, TX 75022-8464next $1 billion 0.8000%
For net assets over $2 billion 0.7750%
- --------------------------------------------------------------------------------------------------------
A-1(1) The fee rates shown above went into effect on August 1, 2004. Prior to
August 1, 2004, the investment management fee paid by each Fund was
calculated using the above fund-level fee rates plus 0.20% at each
breakpoint asset level. There was no complex-level component of the
investment management fee.
(2) Prior to January 1, 2005, investment management services were provided to
the Funds by Nuveen Advisory Corp. ("NAC") or Nuveen Institutional Advisory
Corp. ("NIAC"). Effective January 1, 2005, NAC and NIAC were merged into
NAM. As a result, NAC and NIAC became a part of NAM and ceased to exist
separately. Prior to the reorganization, management fees were paid to NAC or
NIAC. Currently and under the New Investment Management Agreements, all
management fees will be paid to NAM. Like NAM, NAC and NIAC were wholly-
owned subsidiaries of Nuveen.
(3) Amount is net of expense reimbursements by NIAC. NIAC waived fees and
reimbursed expenses of $71,482 during the Fund's last fiscal year.
(4) Amount is net of expense reimbursements by NIAC. NIAC waived fees and
reimbursed expenses of $31,826 during the Fund's last fiscal year.
(5) Amount is net of expense reimbursements by NIAC. NIAC waived fees and
reimbursed expenses of $155,774 during the Fund's last fiscal year.
C-9
APPENDIX D
OFFICERS AND DIRECTORS OF
NUVEEN ASSET MANAGEMENT ("NAM")
WHO ARE NOT OFFICERS OR BOARD MEMBERS OF THE TRUSTS
TITLE NUMBER- --------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
John P. Amboian President and Director of Nuveen Investments, Inc., Nuveen
Asset Management, Nuveen Investments, LLC, Rittenhouse
Asset Management, Inc., Nuveen Investments Advisors Inc.
and Nuveen Investments Holdings, Inc.
Alan Berkshire Senior Vice President, Secretary and General Counsel of
Nuveen Investments, Inc., Nuveen Asset Management, Nuveen
Investments, LLC, Rittenhouse Asset Management, Inc. and
Nuveen Investments Holdings, Inc.; Senior Vice President
and Secretary of Nuveen Investments Advisors Inc.;
Assistant Secretary of NWQ Investment Management Company,
LLC and Secretary of Symphony Asset Management, LLC.
Mary E. Keefe Managing Director of Nuveen Investments, Inc.; Managing
Director and Chief Compliance Officer of Nuveen
Investments, LLC, Nuveen Asset Management, Nuveen
Investments Advisors Inc., Nuveen Investments Institutional
Services Group LLC and Rittenhouse Asset Management, Inc.
Margaret E.
Wilson Senior Vice President, Finance of Nuveen Investments, Inc.,
Nuveen Asset Management, Nuveen Investments, LLC,
Rittenhouse Asset Management, Inc., Nuveen Investments
Advisors Inc. and Nuveen Investments Holdings, Inc.
- --------------------------------------------------------------------------------
D-1
APPENDIX E
DATES RELATING TO SUB-ADVISORY AGREEMENTS
- ----------------------------------------------------------------------------------------------------
DATE ORIGINAL
DATE ORIGINAL SUB-ADVISORY
SUB-ADVISORY AGREEMENT WAS
DATE OF PERCENT
ORIGINAL AGREEMENT WAS LAST APPROVED
SUB- SUB-ADVISORY LAST APPROVED FOR CONTINUANCE
TRUST/FUND OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASSADVISER AGREEMENT BY SHAREHOLDERS BY BOARD
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Innovation B MLPF&S For Its Customers 175,731.9060 17.30
Attn Fund Admn
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
NWQ International Value B MLPF&S For Its Customers 72,590.3400 46.18
Attn Fund Admn
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
Rittenhouse Growth B MLPF&S For the Benefit of Its Customers 3,566,877.4170 47.96
Attn Fund Admin/
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484INVESTMENT TRUST
Balanced Stock and
Bond ICAP May 16, 1996 July 29, 1996 May 16, 2004
Balanced Municipal and
Stock B MLPF&S For the Benefit of Its Customers 441,592.6680 35.59
Attn Fund Admn/97KG6
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
Balanced Stock and Bond B MLPF&S For the Benefit of Its Customers 212,033.7790 39.58
Attn Fund Admn/97KH2
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
European Value B MLPF&S For the Benefit of Its Customers 25,469.1090 29.46
Attn Fund Admn/
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484ICAP May 16, 1996 July 29, 1996 May 16, 2004
Large-Cap Value B MLPF&S For the Benefit of Its Customers 985,920.7850 34.78
Attn Fund Admn/97KH6
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484ICAP May 16, 1996 July 29, 1996 May 16, 2004
NWQ Multi-Cap Value C MLPF&S For the Benefit of Its Customers 3,971.9260 45.70
Attn Fund Admn/
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
USBancorp Piper Jaffray 552.6360 6.36
A/C 5440-5216
800 Nicollet Mall
Minneapolis, MN 55402-7000
Janney Montgomery Scott LLC 3,787.8790 43.58
A/C 7198-9314
Terry Gianniotis And Louis Sgroe Jt-Ten
1801 Market Street
Philadelphia, PA 19103-1628
Innovation C MLPF&S For Its Customers 240,948.4020 17.67
Attn Fund Admn
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484NWQ August 15, 2002 December 5, 2002 May 16, 2004
INVESTMENT TRUST II
NWQ International
Value C MLPF&S For Its Customers 195,457.0290 78.93
Attn Fund Admn
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484NWQ October 4, 2002 October 4, 2002 May 16, 2004
Rittenhouse Growth Rittenhouse October 31, 1997 November 12, 1997 May 16, 2004
- ----------------------------------------------------------------------------------------------------
A-2E-1
APPENDIX F
[INSERT FORM OF NEW SUB-ADVISORY AGREEMENT]
F-1
APPENDIX G
SUB-ADVISORY FEE RATES AND AGGREGATE SUB-ADVISORY
FEES PAID
TITLE NUMBER- ------------------------------------------------------------------------------------------------------------------
FEE RATE
-----------------------------------------------
ASSETS OF PERCENTALL
THE NUVEEN
SPONSORED
INVESTMENT EQUITY FIXED-INCOME FEES PAID TO THE
PRODUCTS PORTFOLIO PORTFOLIO SUB-ADVISER
MANAGED MANAGEMENT MANAGEMENT DURING LAST NET ASSETS
TRUST FUND SUB-ADVISER BY ICAP(1) FEE FEE FISCAL YEAR AS OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS5/1/05
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Rittenhouse Growth C MLPF&S
Investment Balanced ICAP For the Benefit of Its Customers 2,583,024.7090 47.07
Attn Fund Admn/
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484first 0.35% 0.20% $ 176,690
Trust Stock $500 million
and
Bond
For the next $500 0.30% 0.15%
million
For assets over 0.25% 0.12%
$1 billion
Investment Balanced ICAP For the first 0.35% 0.20% $ 110,539
Trust Municipal $500 million
and
Stock
C MLPF&S For the Benefit of Its Customers 114,761.8670 26.62
Attn Fund Admn/97KG7
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
PaineWebbernext $500 0.30% 0.15%
million
For assets over 0.25% 0.12%
$1 billion
Investment Large- ICAP For the Benefit of James E 31,007.1410 7.19
Simon
Revfirst 0.35% 0.20% $ 1,938,157
Trust Dtd 8/30/99
8501 SW 103 Ave
Gainesville, FL 32608-7206
Balanced Stock and Bond C MLPF&SCap $500 million
Value
For the Benefit of Its Customers 198,132.4990 59.93
Attn Fund Admn/97KH3
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
European Value C PaineWebber for the Benefit of Sue H Doleys 1,467.6940 8.48
720 Montclair Road
Suite 204
Birmingham, AL 35213-1964
MLPF&Snext $500 0.30% 0.15%
million
For the Benefit of Its Customers 4,483.4510 25.92
Attn Fund Admin/
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
Frank Corigliano 1,030.3960 5.96
8 Harvest Court
Flemington, NJ 08822-1912
USBancorp Piper Jaffray 1,531.4410 8.85
A C 7468-0711
U S Bancorp Center
800 Nicollet Mall
Minneapolis, MN 55402-7000
Nuveen Institutional Advisory Corp 1,250.0000 7.23
Attn Joy Tyburk
333 W Wacker Drive, Floor 33
Chicago, IL 60606-1220
Large-Cap Value C MLPF&S For the Benefit of Its Customers 926,100.0600 42.50
Attn Fund Admn/97KH7
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
NWQ Multi-Cap Value R Charles Schwab & Co Inc. Reinvest Account 1,164,971.8200 63.50
Attn Mutual Funds
101 Montgomery Ste
San Francisco, CA 94104-4122
Ironworkers District Council of TN Valley 247,486.2020 13.49
Annuity Plan
8615 Hixson Pike
Hixson, TN 37343-1561
Carpenters Local 700 Def Ben Ret Fu 103,338.1080 5.63
G David Weaver James N Niver James Dineen &
Keith
E Shroyer Trustee Dtd 5/1/92
456 E Church St
Elmira, NY 14901-2832assets over 0.25% 0.12%
$1 billion
A-3G-1
TITLE NUMBERFEES PAID
TO THE
SUB-ADVISER NET ASSETS
SUB- DURING LAST AS OF
PERCENTTRUST FUND OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASSADVISER FEE RATE FISCAL YEAR 5/1/05
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Innovation R American Express
Investment Trust Co Amer ExpNWQ Multi- NWQ 50% of the advisory fee $281,867
Cap Value paid to NAM for its
service to the Fund (net
of any waivers,
reimbursement payments,
supermarket fees and
alliance fees waived,
reimbursed or paid by
NAM in respect of the
Fund)
Investment Trust 134,834.8430 48.46
Ret Ser Pl
c/o Pat Brown
PO Box 50534 AXP Financial Center
Minneapolis, MN 55405-0534II NWQ NWQ 50% of the advisory fee $156,102
International paid to NAM for its
Value R American Express Trust Co Amer Exp Trust 74,480.7870 12.18
Ret Ser Pl
U/A 07/01/89
c/o Pat Brown
PO Box 50534 AXP Financial Center
Minneapolis, MN 55405-0534
Nuveen Investments Inc. 496,250.0000 81.17
International Growth R Seed Money A
333 W Wacker Drive
Chicago, IL 60606-1220
Rittenhouse Growth R American Express Trust Co Amer Exp Trust 258,523.5450 41.67
Ret Ser Pl
c/o Pat Brown
PO Box 50534 AXP Financial Center
Minneapolis, MN 55405-0534
Balanced Municipalservice to the Fund (net
of any waivers,
reimbursement payments,
supermarket fees and
Stock R Leonard Pearl and Joan D 5,248.7180 14.69
Pearl Jt Wros
707 Mix Ave Apt 24
Hamden, CT 06514-2208
MLPF&S Foralliance fees waived,
reimbursed or paid by
NAM in respect of the
Benefit of Its Customers 6,282.9230 17.58
Attn Fund Admn/97KG9
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
B Ronald Angers 2,387.2740 6.68
687 Sacandaga Rd
Scotia, NY 12302-6023
Arthur Angers 2,456.0400 6.87
2008 Arbor Dr
Clearwater, FL 33760-1942
Leonard Angers 2,456.0410 6.87
109 Gullot Rd
Schenectady, NY 12306-4317
Citigroup Global Markets Inc. 2,273.5900 6.36
00189031640
333 West 34th St -- 3rd Floor
New York, NY 10001-2402
Balanced Stock and Bond R Northern Trust Co Tr 143,726.2330 47.01
John Nuveen Scholarship Plan
c/o Diane Day A/C02-19602
PO Box 92956
Chicago, IL 60675-2956
American Express Trust Co 45,810.3100 14.98
Amer Exp Trust Ret Ser Pl
c/o Pat Brown
PO Box 50534 AXP Financial Center
Minneapolis, MN 55405-0534
Fidelity Investments Institutional 37,535.4890 12.28
Operations Co.
Inc -- FIIOC Agnt for Certain Emp Benefit
Plans
100 Magellan Way
Covington, KY 41015-1999Fund)
A-4
TITLE NUMBERFEE RATE
----------------------------- FEES PAID
TO THE
DAILY NET ASSETS SUB-ADVISER NET ASSETS
SUB- OF PERCENTRITTENHOUSE % OF DAILY DURING LAST AS OF
TRUST FUND OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASSADVISER GROWTH NET ASSETS FISCAL YEAR 5/1/05
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
European Value R Nuveen
Investment Trust II Rittenhouse Ritten- For the first 0.35% $1,081,212
Growth house $500 million
For assets over 0.30%
$500 million
- --------------------------------------------------------------------------------
(1) NAM pays ICAP a portfolio management fee based on the average daily market
value of all the Nuveen-sponsored investment products for which it serves as
portfolio manager. NAM pays ICAP separate portfolio management fees for the
equity and fixed-income portions of the Funds' assets, if applicable,
according to the above schedule.
G-2
FEE RATES AND NET ASSETS OF OTHER FUNDS ADVISED BY SUB-ADVISERS
WITH SIMILAR INVESTMENT OBJECTIVES AS THE SUB-ADVISED FUNDS
- -----------------------------------------------------------------------------------------------
FEE RATE
---------------------------------
FUND AVERAGE NET ASSETS
SUB-ADVISER SIMILAR FUND DAILY NET ASSETS FEE RATE AS OF 5/1/05
- -----------------------------------------------------------------------------------------------
[ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ]
G-3
APPENDIX H
OFFICERS AND DIRECTORS OF SUB-ADVISERS
WHO ARE NOT OFFICERS OR BOARD MEMBERS OF THE TRUSTS
- -----------------------------------------------------------------------------------------
SUB-ADVISER NAME AND ADDRESS PRINCIPAL OCCUPATION
- -----------------------------------------------------------------------------------------
ICAP Pamela H. Conroy Senior Vice President and Director of
225 West Wacker Drive Institutional Advisory Corp Nuveen 140,000.0000 62.92
European Value CL R -- Seed M
Attn Joy Tyburk
333 W Wacker Dr Floor 33Capital Corporation;
Chicago, IL 60606-1220
American Express Finl Adv Inc 31,247.7910 14.04
c/o Pat Brown
50534 AXP Financial Center
Minneapolis, MN 55474-0505
Timothy R Schwertfeger60606 Vice President, Treasurer and
Gail Waller Jt 11,875.5830 5.34
Ten
1442 N Dearborn StDirector of ICAP Funds, Inc.
Donald D. Niemann Executive Vice President and Director
225 West Wacker Drive of Institutional Capital Corporation;
Chicago, IL 60610-1506
Large-Cap Value R American Express60606 Vice President, Secretary and
Director of ICAP Funds, Inc.
Gary S. Maurer 225 West Wacker Executive Vice President and Director
Drive Chicago, IL 60606 of Institutional Capital Corporation;
Director of ICAP Funds, Inc.
NWQ Michael C. Mendez Chief Executive Officer of NWQ;
2049 Century Park East, 4th Floor Investment Management Company, LLC;
Los Angeles, CA 90067 President and Director of NWQ
Investment Management Company, Inc.
Jon D. Bosse, CFA Chief Investment Officer and Managing
2049 Century Park East, 4th Floor Director of NWQ Investment Management
Los Angeles, CA 90067 Company, LLC; Managing Director and
Portfolio Manager of NWQ Investment
Management Company, Inc.
Edward C. Friedel, CFA Senior Managing Director of NWQ
2049 Century Park East, 4th Floor Investment Management Company, LLC;
Los Angeles, CA 90067 Managing Director of NWQ Investment
Management Company, Inc.
Rittenhouse John P. Amboian President and Director of Nuveen
Five Radnor Corporate Center Investments, Inc., Nuveen Asset
Radnor, PA 19087-9570 Management, Nuveen Investments, LLC,
Rittenhouse Asset Management, Inc.,
Nuveen Investments Advisors Inc. and
Nuveen Investments Holdings, Inc.
Alan G. Berkshire Senior Vice President, Secretary and
333 W. Wacker Drive General Counsel of Nuveen
Chicago, IL 60606 Investments, Inc., Nuveen Asset
Management, Nuveen Investments, LLC,
Rittenhouse Asset Management, Inc.
and Nuveen Investments Holdings,
Inc.; Senior Vice President and
Secretary of Nuveen Investments
Advisors Inc.; Assistant Secretary of
NWQ Investment Management Company,
LLC and Secretary of Symphony Asset
Management, LLC.
James J. Jolinger Director of Research of Rittenhouse
Five Radnor Corporate Center Asset Management, Inc.
Radnor, PA 19087
Mary E. Keefe Managing Director of Nuveen
333 W. Wacker Drive Investments, Inc.; Managing Director
Chicago, IL 60606 and Chief Compliance Officer of
Nuveen Investments, LLC, Nuveen Asset
Management, Nuveen Investments
Advisors Inc., Nuveen Investments
Institutional Services Group LLC and
Rittenhouse Asset Management, Inc.
H-1
- -----------------------------------------------------------------------------------------
SUB-ADVISER NAME AND ADDRESS PRINCIPAL OCCUPATION
- -----------------------------------------------------------------------------------------
Michael H. Lewers Managing Director of Rittenhouse
Five Radnor Corporate Center Asset Management, Inc.
Radnor, PA 19087
Daniel C. Roarty Managing Director of Rittenhouse
Five Radnor Corporate Center Asset Management, Inc.
Radnor, PA 19087
John P. Waterman Chief Investment Officer of
Five Radnor Corporate Center Rittenhouse Asset Management, Inc.
Radnor, PA 19087
Margaret E. Wilson Senior Vice President, Finance of
333 W. Wacker Drive Nuveen Investments, Inc., Nuveen
Chicago, IL 60606 Asset Management, Nuveen Investments,
LLC, Rittenhouse Asset Management,
Inc., Nuveen Investments Advisors
Inc. and Nuveen Investments Holdings,
Inc.
Margaret S. Woolley Vice President and Director of
Five Radnor Corporate Center Trading of Rittenhouse Asset
Radnor, PA 19087 Management, Inc.
H-2
APPENDIX I
BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES
- -----------------------------------------------------------------------------------------------
NAME AND
ADDRESS OF NUMBER OF
FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED PERCENT OF CLASS
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
I-1
APPENDIX J
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH TRUST'S LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------------------------
COMPLIANCE RISK NOMINATING AND
REGULAR SPECIAL EXECUTIVE DIVIDEND MANAGEMENT AND AUDIT GOVERNANCE
BOARD BOARD COMMITTEE COMMITTEE REGULATORY OVERSIGHT COMMITTEE COMMITTEE
TRUST MEETING MEETING MEETING MEETING COMMITTEE MEETING MEETING MEETING
- --------------------------------------------------------------------------------------------------------------------
Multistate Trust Co 319,726.6590 37.10
Amer ExpI
(except Florida
Municipal).......... 4 6 0 4 3 5 4
Florida Municipal... 4 6 0 3 4 5 4
Multistate Trust
Ret Ser Pl
c/o Pat Brown
PO Box 50534 AXP Financial Center
Minneapolis, MN 55405-0534II.................. 4 8 0 4 4 4 5
Multistate Trust
III................. 4 6 0 4 3 5 4
Multistate Trust
IV.................. 4 6 0 4 3 5 4
Municipal Trust...... 4 6 0 4 3 4 5
Investment Trust
(except Balanced
Municipal and
Stock).............. 4 8 0 0 3 4 4
Balanced Municipal
and Stock......... 4 8 0 3 3 4 4
Investment Trust
II.................. 3 9 0 0 4 4 3
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
A-5J-1
(NUVEENAPPENDIX K
NUVEEN MANAGEMENT INVESTMENT COMPANIES
AUDIT COMMITTEES CHARTER
Revised February, 2004
ORGANIZATION AND MEMBERSHIP
There shall be a committee of each Board of Directors/Trustees (the "Board") of
the Nuveen Management Investment Companies (the "Funds" or, individually, a
"Fund") to be known as the Audit Committee. The Audit Committee shall be
comprised of at least three Directors/ Trustees. Audit Committee members shall
be independent of the Funds and free of any relationship that, in the opinion of
the Directors/Trustees, would interfere with their exercise of independent
judgment as an Audit Committee member. In particular, each member must meet the
independence and experience requirements applicable to the Funds of the New York
Stock Exchange, the American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Each such member of the
Audit Committee shall have a basic understanding of finance and accounting, be
able to read and understand fundamental financial statements, and be financially
literate, and at least one such member shall have accounting or related
financial management expertise, in each case as determined by the
Directors/Trustees, exercising their business judgment (this person may also
serve as the Audit Committee's "financial expert" as defined by the Commission).
The Board shall appoint the members and the Chairman of the Audit Committee, on
the recommendation of the Nominating and Governance Committee. The Audit
Committee shall meet periodically but in any event no less frequently than on a
semi-annual basis. Except for the Funds, Audit Committee members shall not serve
simultaneously on the audit committees of more than two other public companies.
STATEMENT OF POLICY, PURPOSE AND PROCESSES
The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds, (2) the quality and integrity of the
financial statements of the Funds, (3) the Funds' compliance with legal and
regulatory requirements, and (4) the independent auditors' qualifications,
performance and independence. In doing so, the Audit Committee shall seek to
maintain free and open means of communication among the Directors/Trustees, the
independent auditors, the internal auditors and the management of the Funds. The
Audit Committee shall meet periodically with Fund management, the Funds'
internal auditor, and the Funds' independent auditors, in separate executive
sessions. The Audit Committee shall prepare reports of the Audit Committee as
required by the Commission to be included in the Fund's annual proxy statements
or otherwise.
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit Committee for compensation to independent
auditors engaged for the purpose of preparing
K-1
or issuing an audit report or performing other audit, review or attest services
for a Fund, compensation to advisers employed by the Audit Committee, and
ordinary administrative expenses of the Audit Committee that are necessary or
appropriate in carrying out its duties, as determined in its discretion. The
Audit Committee may request any officer or employee of Nuveen Investments, Inc.
(or its affiliates) (collectively, "Nuveen") or the Funds' independent auditors
or outside counsel to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee. The Funds' independent
auditors and internal auditors shall have unrestricted accessibility at any time
to Committee members.
RESPONSIBILITIES
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required. The Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.
The Audit Committee is responsible for the following:
With respect to Fund financial statements:
1. Reviewing and discussing the annual audited financial statements and
semi-annual financial statements with Fund management and the
independent auditors including major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures in its
periodic reports under "Management's Discussion and Analysis."
2. Requiring the independent auditors to deliver to the Chairman of the
Audit Committee a timely report on any issues relating to the
significant accounting policies, management judgments and accounting
estimates or other matters that would need to be communicated under
Statement on Auditing Standards (SAS) No. 90, Audit Committee
Communications (which amended SAS No. 61, Communication with Audit
Committees), that arise during the auditors' review of the Funds'
financial statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as deemed
necessary or appropriate in the Chairman's judgment.
3. Discussing with management the Funds' press releases regarding
financial results and dividends, as well as financial information and
earnings guidance provided to analysts and rating agencies. This
discussion may be done generally, consisting of discussing the types
of information to be disclosed and the types of presentations to be
made. The Chairman of the Audit Committee
K-2
shall be authorized to have these discussions with management on
behalf of the Audit Committee.
4. Discussing with management and the independent auditors (a)
significant financial reporting issues and judgments made in
connection with the preparation and presentation of the Funds'
financial statements, including any significant changes in the Funds'
selection or application of accounting principles and any major
issues as to the adequacy of the Funds' internal controls and any
special audit steps adopted in light of material control
deficiencies, and (b) analyses prepared by Fund management and/or the
independent auditor setting forth significant financial reporting
issues and judgments made in connection with the preparation of the
financial statements, including analyses of the effects of
alternative GAAP methods on the financial statements.
5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.
6. Reviewing and discussing reports, both written and oral, from the
independent auditors and/or Fund management regarding (a) all
critical accounting policies and practices to be used; (b) all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative treatments
and disclosures, and the treatment preferred by the independent
auditors; and (c) other material written communications between the
independent auditors and management, such as any management letter or
schedule of unadjusted differences.
7. Discussing with Fund management the Funds' major financial risk
exposures and the steps management has taken to monitor and control
these exposures, including the Funds' risk assessment and risk
management policies and guidelines. In fulfilling its obligations
under this paragraph, the Audit Committee may review in a general
manner the processes other Board committees have in place with
respect to risk assessment and risk management.
8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during
their certification process for the Funds' periodic reports about any
significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the
Funds' internal controls.
With respect to the independent auditors:
1. Selecting, appointing, retaining or replacing the independent
auditors, subject, if applicable, only to Board and shareholder
ratification; and compensating, evaluating and overseeing the work of
the independent auditor (including the resolution of disagreements
between Fund management and the independent auditor regarding
financial reporting).
K-3
2. Meeting with the independent auditors and Fund management to review
the scope, fees, audit plans and staffing for the audit, for the
current year. At the conclusion of the audit, reviewing such audit
results, including the independent auditors' evaluation of the Funds'
financial and internal controls, any comments or recommendations of
the independent auditors, any audit problems or difficulties and
management's response, including any restrictions on the scope of the
independent auditor's activities or on access to requested
information, any significant disagreements with management, any
accounting adjustments noted or proposed by the auditor but not made
by the Fund, any communications between the audit team and the audit
firm's national office regarding auditing or accounting issues
presented by the engagement, any significant changes required from
the originally planned audit programs and any adjustments to the
financial statements recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services,
and the terms thereof, to be performed for the Funds by their
independent auditors, subject to the de minimis exceptions for
non-audit services described in Section 10A of the Exchange Act that
the Audit Committee approves prior to the completion of the audit, in
accordance with any policies or procedures relating thereto as
adopted by the Board or the Audit Committee. The Chairman of the
Audit Committee shall be authorized to give pre-approvals of such
non-audit services on behalf of the Audit Committee.
4. Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may be
amended, restated, modified or replaced) regarding (a) the
independent auditor's internal quality-control procedures; (b) any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within the
preceding five years, respecting one or more independent audits
carried out by the firm; (c) any steps taken to deal with any such
issues; and (d) all relationships between the independent auditor and
the Funds and their affiliates, in order to assist the Audit
committee in assessing the auditor's independence. After reviewing
the foregoing report[s] and the independent auditor's work throughout
the year, the Audit Committee shall be responsible for evaluating the
qualifications, performance and independence of the independent
auditor and their compliance with all applicable requirements for
independence and peer review, and a review and evaluation of the lead
partner, taking into account the opinions of Fund management and the
internal auditors, and discussing such reports with the independent
auditors. The Audit Committee shall present its conclusions with
respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by
Section 10A(b) of the Exchange Act regarding any illegal act detected
by the independent auditor (whether or not perceived to have a
material effect on the Funds' financial statements) and obtaining
from the independent auditors any information about illegal acts in
accordance with Section 10A(b).
K-4
6. Ensuring the rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law, and further
considering the rotation of the independent auditor firm itself.
7. Establishing and recommending to the Board for ratification policies
for the Funds', Fund management or the Fund adviser's hiring of
employees or former employees of the independent auditor who
participated in the audits of the Funds.
8. Taking, or recommending that the Board take, appropriate action to
oversee the independence of the outside auditor.
With respect to any internal auditor:
1. Reviewing the proposed programs of the internal auditor for the
coming year. It is not the obligation or responsibility of the Audit
Committee to confirm the independence of any Nuveen internal auditors
performing services relating to the Funds or to approve any
termination or replacement of the Nuveen Manager of Internal Audit.
2. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed
internal audit plan for the Funds, with explanations for significant
deviations from the original plan.
Other responsibilities:
1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
adviser's counsel and independent counsel to the Board legal matters
that may have a material impact on the Fund's financial statements or
compliance policies.
2. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.
3. Reviewing with the independent auditors, with any internal auditor
and with Fund management, the adequacy and effectiveness of the
accounting and financial controls of the Funds, and eliciting any
recommendations for the improvement of internal control procedures or
particular areas where new or more detailed controls or procedures
are desirable. Particular emphasis should be given to the adequacy of
such internal controls to expose payments, transactions or procedures
that might be deemed illegal or otherwise improper.
4. Reviewing the reports of examinations by regulatory authorities as
they relate to financial statement matters.
5. Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that raises
material issues regarding the Funds' financial statements or
accounting policies.
6. Obtaining reports from management with respect to the Funds' policies
and procedures regarding compliance with applicable laws and
regulations.
7. Reporting regularly to the Board on the results of the activities of
the Audit Committee, including any issues that arise with respect to
the quality or
K-5
integrity of the Funds' financial statements, the Funds' compliance
with legal or regulatory requirements, the performance and
independence of the Funds' independent auditors, or the performance
of the internal audit function.
8. Performing any special reviews, investigations or oversight
responsibilities requested by the Board.
9. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board approval of any proposed changes deemed
necessary or advisable by the Audit Committee.
10. Undertaking an annual review of the performance of the Audit
Committee.
11. Establishing procedures for the receipt, retention and treatment of
complaints received by the Funds regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission of concerns regarding questionable accounting or
auditing matters by employees of Fund management, the investment
adviser, administrator, principal underwriter, or any other provider
of accounting related services for the Funds, as well as employees of
the Funds.
Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
K-6
APPENDIX L
AMENDED AND RESTATED
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
I. NOMINATING AND GOVERNANCE COMMITTEE: MEMBERSHIP AND PURPOSE
The Nominating and Governance Committee shall be composed entirely of
independent directors of the Board with one independent director elected as
chair of the committee. The term "independent director" as used in this Charter
means any director or trustee who is not an "interested person" of the Funds as
such term is defined in the Investment Company Act of 1940, as amended, and any
rules or regulations adopted thereunder (the "1940 Act").
The purpose of the Committee is to seek, identify and recommend to the Board
qualified candidates for election or appointment to the Funds' Board of
Directors, and matters related thereto. In addition, the Committee oversees
matters of corporate governance, including the evaluation of Board performance
and processes, and assignment and rotation of Committee members, the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable, and matters related thereto.
II. BOARD: SELECTION AND TENURE
A. The Committee shall periodically review the composition of the
Board of Directors, including its size and mix of skills,
experience, and background.
B. The Committee shall, as part of the recruitment process, and with
the assistance of its counsel, define and clarify the duties and
responsibilities of Board members. In performing this function, the
Committee shall consider, among other things, legal and fiduciary
duties; expectations regarding preparation, attendance, and
participation at meetings; fund ownership; and limitations on
investments.
C. The Committee shall make nominations for director membership on the
Board of Directors, with input from various sources as the
committee deems necessary. The Committee shall evaluate the members
of the current Board of Directors and identify, recruit and
evaluate candidates for Board membership, including evaluation of
their independence from the Funds' investment adviser and other
principal service providers, including any affiliates of such
persons, if applicable. The Committee shall consider the effect of
any relationships beyond those delineated in the 1940 Act and any
other applicable federal securities laws and regulations and rules
and regulations of self-regulatory organizations that might impair
their independence, e.g., business, financial or family
relationships with the Funds' investment adviser and service
providers, including any affiliates of such persons.
D. The Committee shall review on an annual basis questionnaires
completed by all directors regarding their independence.
L-1
E. The Committee shall periodically review and make recommendations
with regard to the tenure of the directors, including term limits
and/or age limits.
F. The Committee shall look to many sources for recommendations of
qualified directors. These sources shall include current
directors, members of the management company, current security
holders of the Funds, third party sources and any other persons or
entities as may be deemed necessary or desirable by the Committee.
The Committee may, but shall not be required to, develop and
establish additional material elements of the foregoing policy in
furtherance of the objectives and elements currently stated
therein.
G. The Committee may, but shall not be required to, establish
necessary or desirable minimum qualifications to be possessed by
all nominees and may also establish specific qualities or skills to
be possessed by one or more directors.
III. COMMITTEES: SELECTION AND REVIEW
A. Subject to the approval of the full Board, the Committee shall
review committee assignments at least annually and make nominations
for director membership on all committees. The committee shall also
recommend to the full Board the chair of each committee.
B. The Committee shall periodically review and make recommendations to
the full Board regarding the responsibilities and charters of any
committee (other than the Audit Committee) of the Board, the
continuing need for each committee, the need for additional
committees, and the need or desire to combine or reorganize
committees.
IV. BOARD: EDUCATION AND OPERATIONS
A. The Committee shall periodically review and make recommendations
concerning continuing education for incumbent directors and
appropriate orientation materials and procedures for new directors.
B. The Committee shall periodically review and make recommendations
concerning the organization of Board of Directors meetings,
including the frequency, timing, content, and agendas of the
meetings.
C. The Committee shall evaluate the performance of the Board at least
annually, with a view towards enhancing its effectiveness.
D. The Committee shall establish a process by which security holders
will be able to communicate in writing with members of the Board of
Directors via regular mail. The Manager of Fund Board Relations, or
such other person designated by the Committee, shall assist the
Committee in developing and implementing this process. The process
will also provide that the Manager of Fund Board Relations, or such
other person designated by the Committee, will be appointed to
administer the operations of the communications process established
hereunder. Written communications to directors should be
L-2
addressed to the Funds at the address of the principal offices of
the Funds, which currently is 333 West Wacker Drive, Chicago,
Illinois 60606. If the communication is intended for a specific
director and so indicated it will be sent only to that director. If
a communication does not indicate a specific director it will be
sent to the Chair of the Committee and the outside counsel to the
independent directors for further distribution as deemed
appropriate by such persons. The Committee is hereby authorized to
oversee the administration, implementation and maintenance of this
communications process and further develop and refine this process
as deemed necessary or desirable by the Committee.
E. The Committee shall establish a policy relating to attendance by
directors at annual meetings of the Funds.
V. OTHER POWERS AND RESPONSIBILITIES
A. The Committee shall monitor the performance of legal counsel, and
any other service providers (other than the independent auditors,
which are monitored by the Audit Committee) that are chosen by the
directors, and shall supervise counsel for the independent
directors.
B. The Committee shall periodically review and make recommendations
regarding director compensation to the full Board of Directors.
C. The Committee shall have the resources and authority to discharge
its responsibilities, including authority to retain special counsel
and other experts or consultants at the expense of the appropriate
Fund(s).
D. The Committee shall be authorized to adopt Key Practices to further
develop, clarify and implement its duties and responsibilities as
set forth in this Charter, which Key Practices may be amended
and/or restated from time to time upon the approval of a majority
of the members of the Committee.
L-3
[NUVEEN INVESTMENTS LOGO)LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com
[ ]
(NUVEEN LOGO)
NUVEEN[NUVEEN INVESTMENTS LOGO]
Nuveen Investments o
333 West Wacker Dr. oDrive
Chicago, IL 60606
www.nuveen.com
Template for
Open-End Funds
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and usefollow
the control number shown.recorded instructions.
2. On the internetInternet at www.proxyweb.com, enter the control number shown and follow the simple
instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.
**** CONTROL NUMBER: 999 999 999 999 98 ****
[FUND NAME PRINTS HERE]
THIS PROXY IS SOLICITED BY THE BOARD OF [FUND NAME]THE FUND
FOR A ANNUALSPECIAL MEETING OF SHAREHOLDERS, JULY 28, 2003.
The Annual26, 2005
A Special Meeting of shareholders will be held Monday, July 28, 2003 at 10:30
a.m. Central Time, in the Sixth floor auditoriumAssembly Room of The
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois.Illinois, on Tuesday,
July 26, 2005, at 10:30 a.m., Chicago time. At this meeting, you will be asked
to vote on the proposalproposals described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwartfeger,Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Special Meeting of shareholders to be held on July 28, 200326, 2005, or any adjournment
or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
--------------------------------------------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON
LEFT. (Please sign in Box)
------------------------------------------
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-----------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. IF SHARES ARE HELD
JOINTLY, EACH HOLDER MUST SIGN THE PROXY,
IF YOU ARE SIGNING ON BEHALF OF AN
ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
INNOVATION
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Special Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE PROPOSALS SET FORTH IN THIS PROXY AND
"FOR" THE ELECTION OF NOMINEES TO THE BOARD.
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. ElectionFor shareholders of Directors:
(01) Timothy R. Schwertfeger (07) Judith M. Stockdale FOR WITHHOLD
(02) Robert P. Bremner (08) William E. Bennett NOMINEES AUTHORITY
(03) Lawrence H. Brown (09) Jack B. Evans listed at left to vote for
(04) Anne E. Impellizzeri (10) William L. Kissick (except as all Nominees
(05) Peter R. Sawers (11) Thomas E. Leafstrand marked to listed at left
(06) William J. Schneider (12) Shelia W. Wellington the contrary)
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual Nominee(s), write
the number(s) of the nominee(s) on the line provided below.)
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For all Funds:
FOR AGAINST ABSTAIN
2. To approve a change to a fundamental Investment restriction with respect toApproval of the new investment management agreement. [ ] [ ] [ ]
lending.
3. To approve a change to a fundamental Investment restriction with respect to2a. For shareholders of Nuveen Balanced Stock and Bond Fund, Nuveen Balanced
Municipal and Stock Fund and Nuveen Large-Cap Value Fund only:
Approval of the new sub-advisory agreement between Nuveen Asset FOR AGAINST ABSTAIN
Management and Institutional Capital Corporation. [ ] [ ] [ ]
borrowing.2b. For shareholders of Nuveen NWQ Multi-Cap Value Fund and Nuveen NWQ
International Value Fund only:
4. To approve a change to a fundamentalApproval of the new sub-advisory agreement between Nuveen Asset Management FOR AGAINST ABSTAIN
and NWQ Investment restriction with respectManagement Company, LLC. [ ] [ ] [ ]
to diversification.
5. To approve a change to a fundamental Investment restriction with respect2c. For shareholders of Nuveen Rittenhouse Growth Fund only:
Approval of the new sub-advisory agreement between Nuveen Asset Management FOR AGAINST ABSTAIN
and Rittenhouse Financial Services, Inc. [ ] [ ] [ ]
3. For shareholders of all Funds:
FOR
Election of Board Members: NOMINEES
listed at left WITHHOLD AUTHORITY
(except as marked to industry concentrations.
6. To approve a changevote for all nominees
to a fundamental Investment restriction with respectthe contrary) listed at left
(01) Robert P. Bremner (06) William J. Schneider [ ] [ ]
[ ]
to real estate.
7. To approve a change to a fundamental Investment restriction with respect [ ] [ ] [ ]
to commodities.
8. To approve a change to a fundamental Investment restriction with respect [ ] [ ] [ ]
to open-end funds.
ASAF(02) Lawrence H. Brown (07) Timothy R. Schwertfeger
(03) Jack B. Evans (08) Judith M. Stockdale
(04) William C. Hunter (09) Eugene S. Sunshine
(05) David J. Kundert
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE PROVIDED BELOW.)
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PLEASE SIGN ON REVERSE SIDE