SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
NUVEEN INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] 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 form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
IMPORTANT NOTICE
TO NUVEEN [ ] SHAREHOLDERS
JULY 2003
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. Your Fund is holding a special meeting to obtain shareholder approval 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 fundamental 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. 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"). The Board of your Fund has
proposed to consolidate both board clusters into a single board cluster so
that the same individuals 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, your 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 trustees of your Fund unanimously recommend
that you vote "FOR" each of the items proposed.
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 a shareholder vote. 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 or call Nuveen at
(800) 257-8787 weekdays from 7:00 a.m. to 7:00 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, you may
vote by telephone by calling the toll-free number on the proxy card or by
computer over the internet (www.proxyvote.com) and using the control number
on the proxy card.
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.
<Table>
NOTICE OF SPECIAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 28, 2003 60606
(800) 257-8787
</Table>
NUVEEN INVESTMENT TRUST
Nuveen Large-Cap Value Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
Nuveen NWQ Multi-Cap Value Fund
NUVEEN INVESTMENT TRUST II
Nuveen Rittenhouse Growth Fund
Nuveen Innovation Fund
Nuveen NWQ International Value Fund
, 2003
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Special Meeting of Shareholders of each of
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, Nuveen Balanced Municipal and Stock Fund, Nuveen European Value Fund and
Nuveen NWQ Multi-Cap Value Fund; Nuveen Investment Trust II, on behalf of its
series Nuveen Rittenhouse Growth Fund; Nuveen Innovation Fund and Nuveen NWQ
International Value Fund, formerly Nuveen International Growth Fund (each trust
individually, a "Trust" and collectively, the "Trusts" and each series
individually, a "Fund" and collectively, the "Funds"), will be held in the Sixth
Floor auditorium of the Northern Trust Company, 50 South LaSalle Street,
Chicago, Illinois, on Monday, July 28, 2003, 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 elect twelve (12) trustees 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. To transact such other business as may properly come before the Special
Meeting.
Shareholders of record at the close of business on May 19, 2003 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, 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 NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS,
USING YOUR PROXY CARD AS A GUIDE.
Jessica R. Droeger
Vice President and Secretary
<Table>
JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787
</Table>
, 2003
NUVEEN INVESTMENT TRUST
Nuveen Large-Cap Value Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
Nuveen NWQ Multi-Cap Value Fund
NUVEEN INVESTMENT TRUST II
Nuveen Rittenhouse Growth Fund
Nuveen Innovation Fund
Nuveen NWQ International Value Fund
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 each of
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 European Value Fund ("European Value") and Nuveen NWQ Multi-Cap Value
Fund ("NWQ Multi-Cap Value"); 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
Fund (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 the Special Meeting of Shareholders to be held on July 28, 2003 (for
each Trust, an "Special Meeting" and collectively, the "Special 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
no choice is so specified, the shares will be voted FOR the election of the
nominees as listed in this Joint Proxy Statement and FOR the changes to each
Fund's fundamental investment policies. Shareholders who execute proxies may
revoke them at any time before they are voted by filing with that Fund 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
, 2003.
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:
<Table>
<Caption>
PROPOSALS
- ---------------------------------------------------------------------------------------
CHANGE IN
ELECT BOARD FUNDAMENTAL
FUND MEMBERS POLICIES
- ---------------------------------------------------------------------------------------
INVESTMENT TRUST X
Large-Cap Value X
Balanced Stock and Bond X
Balanced Municipal and Stock X
European Value X
NWQ Multi-Cap Value X
INVESTMENT TRUST II X
Rittenhouse Growth X
Innovation X
NWQ International Value X
- ---------------------------------------------------------------------------------------
</Table>
A quorum of shareholders is required to take action at each Special 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 each Fund 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. The details of
the proposals to be voted on by the shareholders and the vote required for
approval of the proposals are set forth under the description of each proposal
below.
Those persons who were shareholders of record at the close of business on May
19, 2003 will be entitled to one vote for each share held. As of May 19, 2003,
the shares of the Funds were issued and outstanding as follows:
<Table>
<Caption>
CLASS OF SHARES
- ------------------------------------------------------------------------------------------------------------------
FUND CLASS A CLASS B CLASS C CLASS R
- ------------------------------------------------------------------------------------------------------------------
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
European 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
- ------------------------------------------------------------------------------------------------------------------
</Table>
1. ELECTION OF BOARD MEMBERS OF EACH TRUST
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. ("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" or the "Adviser"). Each current board
cluster has a total 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")) and who are not affiliated with Nuveen or a fund's investment
adviser (the "Independent Board Members") and one board member who is an
"interested person." Below is a list of board members of each board cluster.
The Boards of each Trust have proposed to consolidate both board clusters into a
single board cluster so that the same individuals serve on the boards of most of
the Nuveen funds. All individuals serving on both board clusters are nominated
to serve on the combined board except James E. Bacon, who is retiring. Mr. Bacon
is currently a Board Member of the Trusts and serves on the NIAC board cluster.
2
The following is a list of the nominees under the proposal who are continuing
Board Members of each Trust and the nominees who are new board members:
CONTINUING BOARD MEMBERS (NIAC BOARD CLUSTER):
Timothy R. Schwertfeger*
William 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
- --------------------------------------------------------------------------------
* Interested person. Mr. Schwertfeger currently serves on both board clusters.
In part, the proposal to create a single board is being recommended because of
the large number of retirements that will occur over the next few years. Within
two years, the aggregate number 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 size and structure of
each board cluster and thereby avoid the costs associated with multiple meetings
to fill such vacancies. In addition, combining the board ensures that each Trust
will gain new board members that are already knowledgeable about Nuveen and
investment companies in general.
Historically, 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, the Board of each Trust believes
that 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. This would permit the Adviser and its personnel to focus on
non-administrative matters. In addition, a single board overseeing all
operations of the Nuveen family 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 and determined that compensation should be
increased because of the expanded responsibilities of the Board Members due to
(a) the increase in the number and types of investment companies overseen by the
Board Members and (b) recent additional legal and regulatory requirements.
Effective July 1, 2003, for all Nuveen Funds overseen, Independent Board Members
will receive 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 meeting 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 meeting 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 change in the compensation schedule as a
result of the board consolidation.
Currently, for all Nuveen Funds overseen, the continuing Independent Board
Members of the Funds receive a $35,000 annual retainer for serving as a Trustee
for all funds affiliated with Nuveen and the Adviser, plus (a) a fee of $1,000
per day for attendance in person or by telephone at all meetings held on a day
on which a regular meeting of the Board is held; (b) a fee of $1,000 per day for
attendance in person or $500 per day for attendance by telephone at all meetings
(other than a meeting of the executive committee) held on a day on which no
regular Board meeting is held; and (c) a fee of $200 per day for attendance in
person or by telephone at a meeting of the dividend and valuation committee and
a fee of $100 per day for attendance in person or by telephone at a meeting of
the executive committee, plus, in each case, expenses incurred in attending such
meetings.
Because the total compensation to the Independent Board Members is allocated
among the Nuveen family of funds based on assets per fund, the increase in total
assets overseen by the combined board means that Independent Board Member
compensation as a percentage of an individual Fund's assets is expected to be
lower as a result of the proposal. Moreover,
3
as the size of the combined board declines over the next two years, the total
compensation paid by a Fund to Independent Board Members is expected to decrease
further.
At each Trust's Special Meeting, twelve (12) Board Members are to be elected to
serve until their successors shall have been duly elected and qualified.
For each Trust, the affirmative vote of a plurality of the shares 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 were last elected to the Board in
1997, except Mr. Evans (1999) and Mr. Bennett (2001).
Other than Mr. Schwertfeger, none of the Board Member nominees have ever been a
director or an employee of Nuveen Investments, Inc. ("Nuveen") or any affiliate.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
BOARD NOMINEES
- --------------------------------------------------------------------------------
<Table>
<Caption>
NUMBER
OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-SHIPS
POSITION(S) TERM OF OFFICE OVERSEEN HELD BY
HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
NAME, ADDRESS AND BIRTH DATE TRUST TIME SERVED** DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------------------------
Nominees who are not interested
persons of the Trusts
- -------------------------------------
CONTINUING BOARD MEMBERS
William E. Bennett Board Length of Service: Private Investor; 20 N/A
333 West Wacker Drive Member Since 2001 previously President
Chicago, IL 60606 and C.E.O., Draper &
(10/16/46) Kramer, Inc. (1995-
1998).
Jack B. Evans Board Length of Service: President, The 20 See Principal
333 West Wacker Drive Member Since 1999 Hall-Perrine Foundation Occupation
Chicago, IL 60606 (a private description.
(10/22/48) philanthropic
corporation); Director,
Alliant Energy;
Director and Vice
Chairman United Fire &
Casualty Company;
Director, Federal
Reserve Bank of
Chicago; previously
President and Chief
Operating Officer, SCI
Financial Group, Inc.
(a regional financial
services firm).
William L. Kissick Board Length of Service: Professor Emeritus, 20 N/A
333 West Wacker Drive Member Since 1992 School 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; previously, 20 N/A
333 West Wacker Drive Member Since 1992 Vice President in
Chicago, IL 60606 charge of Municipal
(11/11/31) Underwriting, Trading,
and Dealer Sales at The
Northern Trust Company.
</Table>
4
<Table>
<Caption>
NUMBER
OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-SHIPS
POSITION(S) TERM OF OFFICE OVERSEEN HELD BY
HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
NAME, ADDRESS AND BIRTH DATE TRUST TIME SERVED** DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------------------------
Sheila W. Wellington Board Length of Service: President of Catalyst 20 N/A
333 West Wacker Drive Member Since 1994 (a not- for-profit
Chicago, IL 60606 organization focusing
(2/24/32) on women's leadership
development in business
and the professions).
NEW BOARD MEMBERS
Robert P. Bremner Nominee Length of Service: Private Investor and 122 N/A
333 West Wacker Drive Since 1996 Management Consultant.
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-
(9/24/44) Valentine Group, Vice
President,
Miller-Valentine
Realty, a development
and contract company;
Chair, Miami Valley
Hospital; Chair, Miami
Valley Economic
Development Coalition;
formerly, Member,
Community Advisory
Board, National City
Bank, Dayton, Ohio; and
Business Advisory
Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale Nominee Length of Service: Executive Director, 122 N/A
333 West Wacker Drive Since 1997 Gaylord and Dorothy
Chicago, IL 60606 Donnelley Foundation
(12/29/47) (since 1994); prior
thereto, Executive
Director, Great Lakes
Protection Fund (from
1990 to 1994).
</Table>
5
<Table>
<Caption>
NUMBER
OF
PORTFOLIOS
IN FUND OTHER
COMPLEX DIRECTOR-SHIPS
POSITION(S) TERM OF OFFICE OVERSEEN HELD BY
HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BY BOARD BOARD
NAME, ADDRESS AND BIRTH DATE TRUST TIME SERVED** DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------------------------
Nominee who is an interested person*
of the Trusts
- -------------------------------------
Timothy R. Schwertfeger Chairman of Length of Service: Chairman and Director 142 See Principal
333 West Wacker Drive the Board Since 1996 (since 1996) of Nuveen Occupation
Chicago, IL 60606 and Trustee Investments, Inc. and description.
(3/28/49) Nuveen Investments,
LLC; Director (since
1992) and Chairman
(since 1996) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;
Chairman and Director
(since 1997) of Nuveen
Asset Management, Inc.;
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).
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
* "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. Length of
Service indicates the year in which the individual became a Trustee or
Director of a fund in the Nuveen fund complex.
BENEFICIAL OWNERSHIP
The following table lists the dollar range of equity securities beneficially
owned by each Board Member nominee in each Fund and in all Nuveen Funds overseen
by the Board Member nominee as of March 31, 2003:
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
------------------------------------------------------------------------------------
BALANCED
LARGE-CAP BALANCED STOCK MUNICIPAL AND EUROPEAN NWQ MULTI-
BOARD MEMBER NOMINEES VALUE AND BOND STOCK VALUE CAP VALUE
- ---------------------------------------------------------------------------------------------------------------------------------
William E. Bennett $10,001-$50,000 0 0 0 0
Jack B. Evans Over $100,000 $1-$10,000 0 $10,001-$50,000 0
William L. Kissick $10,001-$50,000 0 0 0 0
Thomas E. Leafstrand $50,001-$100,000 $10,001-$50,000 0 0 0
Timothy R. Schwertfeger Over $100,000 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. Stockdale 0 0 0 0 0
</Table>
6
<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN
BY BOARD MEMBER
NOMINEES IN FAMILY OF
DOLLAR RANGE OF EQUITY SECURITIES INVESTMENT COMPANIES(1)
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
---------------------------------------------------
NWQ
RITTENHOUSE INTERNATIONAL
BOARD MEMBER NOMINEES GROWTH INNOVATION VALUE
- ---------------------------------------------------------------------------------------------------------------------------------
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. Bremner $10,001-$50,000 0 0 (0 shares)
Over $100,000
Lawrence H. Brown 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-$100,000 0 0 Over $100,000
(12,787 shares)
William J. Schneider Over $100,000 0 0 Over $100,000
(28,085 shares)
Judith M. Stockdale $10,001-$50,000 $10,001-$50,000 0 $10,001-$50,000
(2,711 shares)
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) The amounts reflect the aggregate dollar range of equity securities and
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 sets forth, for each Board Member nominee and for the Board
Member nominees and officers as a group, the amount of shares beneficially owned
in each Fund as of March 31, 2003. The information as to beneficial ownership is
based on statements furnished by each Board Member nominee and officer.
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
-------------------------------------------------------------------------
BALANCED
LARGE-CAP BALANCED STOCK MUNICIPAL AND EUROPEAN NWQ MULTI-
BOARD MEMBER NOMINEES VALUE AND BOND STOCK VALUE CAP VALUE
- ------------------------------------------------------------------------------------------------------------------------
William E. Bennett 1,670 0 0 0 0
Jack B. Evans 6,150 349 0 2,799 0
William L. Kissick 1,496 0 0 0 0
Thomas E. Leafstrand 3,594 988 0 0 0
Timothy R. Schwertfeger 47,281 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. Stockdale 0 0 0 0 0
All Board members & Officers 131,400 11,808 0 17,471 0
</Table>
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1)
- --------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
-------------------------------------------------
NWQ INTERNATIONAL
BOARD MEMBER NOMINEES RITTENHOUSE GROWTH INNOVATION VALUE
- --------------------------------------------------------------------------------------------------------------
William E. Bennett 1,741 0 0
Jack B. Evans 5,178 738 0
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 723 0 0
Lawrence H. Brown 0 0 0
Anne E. Impellizzeri 989 0 1,223
Peter R. Sawers 5,795 0 0
William J. Schneider 12,255 0 0
Judith M. Stockdale 1,698 1,706 0
All Board members & Officers 58,403 34,705 12,323
</Table>
- ---------------
(1) The numbers include share equivalents of certain Nuveen Funds 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 March 31, 2003, continuing Board Members and executive officers as a group
beneficially owned 537,956 common shares of all funds managed by NAC and NIAC
(includes Deferred Units 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 constitute less than 1% of the outstanding
shares of each Fund. As of March 31, 2003, the continuing Board Members and
executive officers as a group beneficially owned less than 1% of the outstanding
common shares 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, as of May 19, 2003, no person owned beneficially more than 5%
of each of the Fund's outstanding shares, except as stated in Appendix 1.
COMPENSATION
The Board Members affiliated with Nuveen or the Adviser serve without any
compensation from the Funds. The Independent Board Members are paid an annual
retainer and fees and expenses for Board meetings and committee meetings as
described above. The annual retainer, fees and expenses are allocated among the
funds managed by the Adviser on the basis of relative net asset sizes although
Fund management may, in its discretion, establish a minimum amount to be
allocated to each Fund. The Boards of certain Nuveen Funds (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 their
fees. Each of the Funds except European Value and NWQ Multi-Cap Value are
Participating Funds under the Deferred Compensation Plan.
8
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 Trust 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
Funds managed by NAC ("NAC Funds") and NIAC ("NIAC Funds") for the calendar year
ended 2002. Mr. Schwertfeger, a Board Member who is an interested person of each
Trust, does not receive any compensation from a Trust or any Nuveen funds.
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS
- ---------------------------------------------------------------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------------------------------------------------------------
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 --
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(1)
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
------------------------------------------------------------------------------------
NWQ TOTAL COMPENSATION
RITTENHOUSE INTERNATIONAL FROM NUVEEN FUNDS
CONTINUING BOARD MEMBERS GROWTH(1) INNOVATION(1) VALUE(1) PAID TO BOARD MEMBERS
- ---------------------------------------------------------------------------------------------------------------------------------
James E. Bacon(2) 4,672 390 335 48,880
William E. Bennett 6,524 554 363 53,050
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 47,600
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) 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. Total deferred fees for the Funds (including the return from the
assumed investment in the eligible Nuveen Funds) payable are:
<Table>
<Caption>
DEFERRED FEES
-----------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
----------------------------------------------------------------------------------------
BALANCED BALANCED NWQ
LARGE-CAP STOCK AND MUNICIPAL EUROPEAN MULTI-CAP
CONTINUING BOARD MEMBERS VALUE BOND AND STOCK VALUE VALUE
-----------------------------------------------------------------------------------------------------------------------------
James E. Bacon 6,819 607 1,121 -- --
William E. Bennett 9,940 887 1,948 -- --
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 -- --
</Table>
<Table>
<Caption>
DEFERRED FEES
------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
--------------------------------------------------------
NWQ
RITTENHOUSE INTERNATIONAL
CONTINUING BOARD MEMBERS GROWTH INNOVATION VALUE
------------------------------------------------------------------------------------------------------------------------
James E. Bacon 4,672 390 --
William E. Bennett 6,524 554 --
Jack B. Evans 3,180 268 --
William L. Kissick 2,589 218 --
Thomas E. Leafstrand 2,971 252 --
Sheila W. Wellington 5,728 486 --
------------------------------------------------------------------------------------------------------------------------
</Table>
(2) Mr. Bacon is retiring.
Nuveen Investments, Inc. maintains charitable contributions programs 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 charitable
contributions program of Nuveen Investments, Inc. Under the matching 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 has five standing committees: the executive committee, the audit
committee, the nominating and governance committee, the dividend committee and
the valuation committee.
William L. Kissick and Timothy R. Schwertfeger currently 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, are
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 committee) or (ii) matters of an administrative or ministerial nature.
The executive committee of each Trust held no meetings during their last fiscal
year.
Timothy R. Schwertfeger, William E. Bennett and Thomas E. Leafstrand are current
members of the dividend committee. The dividend committee is authorized to
declare distributions on the Funds' shares including, but not limited to,
regular and special dividends, capital gains and ordinary income distributions.
The dividend committee of each Trust held four meetings during its last fiscal
year.
James E. Bacon, William E. Bennett and Thomas E. Leafstrand are current members
of the valuation committee for each Trust. The valuation committee oversees the
Trust's Pricing Procedures including, but not limited to, the review and
approval of fair value pricing determinations made by Nuveen's Valuation Group.
The valuation committee of each Trust held one meeting and Investment Trust held
one special valuation committee meeting during its last fiscal year.
Each Trust's Board has an audit committee composed of Independent Board Members.
The audit committee monitors the accounting and reporting policies and practices
of the Trusts, the quality and integrity of the financial statements of the
Trusts, compliance by the Trusts with legal and regulatory requirements and the
independence and performance of the external and internal auditors. The audit
committee reviews the work and any recommendations of the Trust's independent
auditors. Based on such review, it is authorized to make recommendations to the
Board. The audit committee of each Trust held three meetings during its last
fiscal year.
Nomination of those Board Members who are not "interested persons" of each Trust
is committed to a nominating and governance committee composed 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 event of a vacancy
on the Board, the nominating and governance committee receives suggestions from
various sources as to suitable candidates. Suggestions should be sent in writing
to Lorna Ferguson, Vice President for Board Relations, Nuveen Investments, 333
West Wacker Drive, Chicago, IL 60606. The nominating and governance committee
sets appropriate standards and requirements for nominations for new Board
Members and reserves the right to interview all candidates and to make the final
selection regarding the nomination of any new Board Members.
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
its last fiscal year. 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
THE OFFICERS
The following table sets forth information as of May 1, 2003 with respect to
each officer, other than Mr. Schwertfeger, who is a Board Member and is included
in the table relating to nominees for the 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.
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director (since 2002), Assistant 142
333 West Wacker Drive, Administrative Length of Service: Secretary and Associate General Counsel,
Chicago, IL 60606 Officer Since 1988 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.; Assistant
Secretary of Nuveen Investments, Inc.
(since 1994); Assistant Secretary of NWQ
Investment Management Company, 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); Chartered Financial
Analyst.
Michael T. Atkinson Vice President Term: Annual Vice President (since 2002), formerly 142
333 West Wacker Drive and Assistant Length of Service: Assistant Vice President (from 2000),
Chicago, IL 60606 Secretary Since 2002 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 142
333 West Wacker Drive, and Treasurer Length of Service: (since 1999); prior thereto, Assistant Vice
Chicago, IL 60606 Since 1999 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: Annual Vice President 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 Investment Advisory Corp. (from
(9/8/54) 1998).
</Table>
11
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------------
Jessica R. Droeger Vice President Term: Annual Vice President (since 2002) and Assistant 142
333 West Wacker Drive, and Secretary Length of Service: General Counsel (since 1998), formerly
Chicago, IL 60606 Since 1998 Assistant Vice President (from 1998) of
(9/24/64) Nuveen Investments, LLC; Vice President
(since 2002) and Assistant Secretary (from
1998), formerly Assistant Vice President of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
Lorna C. Ferguson Vice President Term: Annual Vice President of Nuveen Investments, LLC 142
333 West Wacker Drive, Length of Service: (since 1998); Vice President (since 1998)
Chicago, IL 60606 Since 1998 of Nuveen Advisory Corp. and Nuveen
(10/24/45) Institutional Advisory Corp.
William M. Fitzgerald Vice President Term: Annual Managing Director (since 2001), formerly 142
333 West Wacker Drive, Length of Service: Vice President (since 1995) of Nuveen
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
President of Nuveen Investments Advisers
Inc. (since 2002); Chartered Financial
Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 1993) and Funds 142
333 West Wacker Drive, and Controller Length of Service: Controller (since 1998) of Nuveen
Chicago, IL 60606 Since 1993 Investment, LLC; Vice President and Funds
(5/31/54) Controller (since 1998) of Nuveen
Investments, Inc.; Certified Public
Accountant.
J. Thomas Futrell Vice President Term: Annual Vice President of Nuveen Advisory Corp.; 135
333 West Wacker Drive, Length of Service: Chartered Financial Analyst.
Chicago, IL 60606 Since 1992
(7/5/55)
Richard A. Huber Vice President Term: Annual Vice President 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 President of Nuveen Advisory Corp. 135
333 West Wacker Drive, Length of Service:
Chicago, IL 60606 Since 1990
(8/21/57)
David J. Lamb Vice President Term: Annual Vice President of Nuveen Investments (since 142
333 West Wacker Drive, Length of Service: 2000); prior thereto, Assistant Vice
Chicago, IL 60606 Since 2000 President (from 1999); formerly Associate
(3/22/63) of Nuveen Investments; Certified Public
Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of Nuveen Investments (since 142
333 West Wacker Drive, Length of Service: 1999); prior thereto, Assistant Vice
Chicago, IL 60606 Since 2002 President (since 1993) of Nuveen
(8/27/61) Investments.
</Table>
12
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, Assistant Secretary and 142
333 West Wacker Drive, and Assistant Length of Service: Assistant General Counsel of Nuveen
Chicago, IL 60606 Secretary Since 1988 Investments, LLC; Vice President and
(7/27/51) Assistant Secretary of Nuveen Advisory
Corp. and Nuveen Institutional Advisory
Corp.; Assistant Secretary of Nuveen
Investments, Inc.; Assistant Secretary of
Nuveen Asset Management, Inc. (since 1997);
Vice President (since 2000), Assistant
Secretary and Assistant General Counsel
(since 1999) of Rittenhouse Asset
Management, Inc.; Vice President and
Assistant Secretary of Nuveen Investments
Advisers Inc. (since 2002); Assistant
Secretary of NWQ Investment Management
Company, LLC (since 2002).
Edward F. Neild, IV 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 President 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)
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
* 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 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 the 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, Product 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 number 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.
APPOINTMENT OF INDEPENDENT AUDITORS
Each Board has appointed PricewaterhouseCoopers LLP, independent public
accountants, as independent auditors to audit the books and records of each
Trust for its fiscal year. A representative of PricewaterhouseCoopers LLP will
be present at the meeting to make a statement, if such representative so
desires, and to respond to shareholders' questions. PricewaterhouseCoopers LLP
has informed each Trust that it has no direct or indirect material financial
interest in the Trust, Nuveen, the Adviser or any other investment company
sponsored by Nuveen.
On May 15, 2002, Arthur Andersen LLP resigned as independent accountants of 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 of PricewaterhouseCoopers LLP as the new
independent accountants on May 15, 2002. The reports of Arthur Andersen LLP on
the financial statements for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principle. In connection with its audits
for the two most recent fiscal years 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 resolved to the satisfaction of Arthur Andersen LLP would have caused
them to make reference thereto in their report on the financial statements for
such years. During the two most recent fiscal years and through May 15, 2002,
there have been no events that are required to be reported. Nuveen has requested
that Arthur Andersen LLP furnish it 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
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
Underwriter is a wholly owned subsidiary of Nuveen Investments, Inc.
SHAREHOLDER PROPOSALS
The Trusts 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 proposals 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.
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. All other costs in
connection with the solicitation of proxies, will be paid by the Trusts pro rata
based on the number of shareholder accounts. Additional solicitation may be made
by letter, telephone or telegraph 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 Investment Trust was June 30, 2002 and for
Investment Trust II was July 3, 2002.
ANNUAL REPORT DELIVERY
Annual reports were sent to shareholders of record following each Trust's fiscal
year end. Each Trust 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 Trust 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. However,
if other matters are properly presented to the Special Meeting 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.
A list of shareholders entitled to be present and to vote at each Special
Meeting will be available at the offices of the Trusts, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours beginning ten days prior to the date of that Special Meeting.
Failure of a quorum to be present at any Special Meeting will necessitate
adjournment and will subject that Trust 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
20
APPENDIX 1
<Table>
<Caption>
TITLE NUMBER OF PERCENT
FUND OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS
- -------------------------------------------------------------------------------------------------------------------------------
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&S For Its Customers 104,865.2290 17.36
Attn Fund Admn
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
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&S 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&S 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&S 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&S 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 75022-8464
</Table>
A-1
<Table>
<Caption>
TITLE NUMBER OF PERCENT
FUND OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS
- -------------------------------------------------------------------------------------------------------------------------------
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 32246-6484
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 32246-6484
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 32246-6484
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 32246-6484
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 32246-6484
</Table>
A-2
<Table>
<Caption>
TITLE NUMBER OF PERCENT
FUND OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS
- -------------------------------------------------------------------------------------------------------------------------------
Rittenhouse Growth C MLPF&S For the Benefit of Its Customers 2,583,024.7090 47.07
Attn Fund Admn/
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
Balanced Municipal 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
PaineWebber For the Benefit of James E 31,007.1410 7.19
Simon
Rev Trust Dtd 8/30/99
8501 SW 103 Ave
Gainesville, FL 32608-7206
Balanced Stock and Bond C MLPF&S 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&S 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 14901-2832
</Table>
A-3
<Table>
<Caption>
TITLE NUMBER OF PERCENT
FUND OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS
- -------------------------------------------------------------------------------------------------------------------------------
Innovation R American Express Trust Co Amer Exp Trust 134,834.8430 48.46
Ret Ser Pl
c/o Pat Brown
PO Box 50534 AXP Financial Center
Minneapolis, MN 55405-0534
NWQ International 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 Municipal 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 For 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 41015-1999
</Table>
A-4
<Table>
<Caption>
TITLE NUMBER OF PERCENT
FUND OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS
- -------------------------------------------------------------------------------------------------------------------------------
European Value R Nuveen Institutional Advisory Corp Nuveen 140,000.0000 62.92
European Value CL R -- Seed M
Attn Joy Tyburk
333 W Wacker Dr Floor 33
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 Schwertfeger and Gail Waller Jt 11,875.5830 5.34
Ten
1442 N Dearborn St
Chicago, IL 60610-1506
Large-Cap Value R American Express Trust Co 319,726.6590 37.10
Amer Exp Trust Ret Ser Pl
c/o Pat Brown
PO Box 50534 AXP Financial Center
Minneapolis, MN 55405-0534
- -------------------------------------------------------------------------------------------------------------------------------
</Table>
A-5
(NUVEEN INVESTMENTS LOGO)
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com
[ ]
(NUVEEN LOGO)
NUVEEN
INVESTMENTS
Nuveen Investments o 333 West Wacker Dr. o Chicago
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 use the
control number shown.
2. On the internet 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 ****
THIS PROXY IS SOLICITED BY THE BOARD OF [FUND NAME]
FOR A ANNUAL MEETING OF SHAREHOLDERS, JULY 28, 2003.
The Annual Meeting of shareholders will be held Monday, July 28, 2003 at 10:30
a.m. Central Time, in the Sixth floor auditorium of The Northern Trust Company,
50 South LaSalle Street, Chicago, Illinois. At this meeting, you will be asked
to vote on the proposal described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwartfeger, 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, 2003
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)
------------------------------------------
------------------------------------------
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
<Table>
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. Election 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.)
- --------------------------------------------------------------------------------
For all Funds:
FOR AGAINST ABSTAIN
2. To approve a change to a fundamental Investment restriction with respect to [ ] [ ] [ ]
lending.
3. To approve a change to a fundamental Investment restriction with respect to [ ] [ ] [ ]
borrowing.
For NWQ Multi-Cap Value Fund only:
4. To approve a change to a fundamental Investment restriction with respect [ ] [ ] [ ]
to diversification.
5. To approve a change to a fundamental Investment restriction with respect [ ] [ ] [ ]
to industry concentrations.
6. To approve a change to a fundamental Investment restriction with respect [ ] [ ] [ ]
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
</Table>