UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 Section 240.14A-11(c) or Section 240.14a-12
NUVEEN MULTISTATE TRUST II
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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IMPORTANT NOTICE
TO FUND SHAREHOLDERS
JULY 26, 2005
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.
Q. WHY AM I RECEIVING THIS PROXY STATEMENT?
A. Pursuant to an investment management agreement between your Fund and Nuveen
Asset Management ("NAM"), NAM has served as your Fund's investment adviser
and has been responsible for the overall investment strategy of your Fund. In
addition, for certain Funds, NAM entered into an investment sub-advisory
agreement pursuant to which a sub-adviser was retained to furnish investment
advisory services to the Fund. NAM is a wholly-owned subsidiary of Nuveen
Investments, Inc. ("Nuveen"). Nuveen is a publicly traded company and, until
recently, was a majority-owned subsidiary of The St. Paul Travelers
Companies, Inc. ("St. Paul Travelers").
As part of St. Paul Travelers' previously announced three-part program to
sell its entire equity interest in Nuveen (the "Sale"), St. Paul Travelers
sold 39.3 million shares of Nuveen through a secondary public offering on
April 12, 2005. Nuveen also repurchased $600 million of its shares from St.
Paul Travelers. The repurchase of these shares is being completed through
two steps -- a $200 million repurchase that closed on April 12, 2005, and a
$400 million forward purchase (plus interest) that will settle later this
year. Finally, St. Paul Travelers also entered into an agreement with two
other parties to sell approximately 12 million common shares of Nuveen for
settlement later this year. After completion of the Sale, Nuveen will
emerge as a fully independent public company.
Upon completion of the Sale, the investment management agreement between
your Fund and NAM and, for certain Funds, the sub-advisory agreement
between NAM and the sub-adviser may be terminated. In order for NAM and the
sub-advisers to continue to serve as investment adviser and sub-adviser
after the completion of the Sale, the shareholders of your Fund must
approve a new investment management agreement and, if applicable, a new
sub-advisory agreement. The enclosed Proxy Statement gives you additional
information on the proposed new investment management agreement and new
sub-advisory agreement, as well as certain other matters. The Board of
Trustees of each Fund (the "Board," and each Trustee, a "Board Member"),
including those Board Members who are not affiliated with NAM or any
sub-adviser, unanimously recommend that you vote FOR the approval of the
new investment management agreement and new sub-advisory agreement, if
applicable, for your Fund.
In addition, your Fund is seeking shareholder approval to elect Board
Members to serve on your Fund's Board. The Board Members of your Fund
unanimously recommend that you vote FOR the nominees for the Board.
Please refer to the Proxy Statement for a detailed explanation of the items
you are being asked to vote on.
Q. WHY IS A VOTE ON THE PROPOSED NEW INVESTMENT MANAGEMENT AGREEMENT AND
SUB-ADVISORY AGREEMENT REQUIRED?
A. The completion of the Sale could be deemed to be an "assignment," as that
term is defined in the Investment Company Act of 1940 ("1940 Act"), of the
investment management agreement between each Fund and NAM and (for certain of
the Funds) the sub-advisory agreement between NAM and each such Fund's
sub-adviser. As required by the 1940 Act, under its terms, each investment
management agreement and sub-advisory agreement would automatically terminate
in the event of its assignment. As a result, shareholder approval of a new
investment management agreement and, if applicable, a new sub-advisory
agreement will permit NAM and each sub-adviser to continue to serve your
Fund.
Q. WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW INVESTMENT
MANAGEMENT AGREEMENT OR SUB-ADVISORY AGREEMENT?
A. If the new investment management agreement or sub-advisory agreement is not
approved, your Fund's Board will take such actions as it deems to be in the
best interests of your Fund. This is discussed in more detail in the Proxy
Statement.
Q. HOW WILL THE SALE AFFECT ME AS A FUND SHAREHOLDER?
A. Your investment in your Fund will not change as a result of the Sale. You
will still own the same shares in the Fund, and the value of your investment
will not change as a result of the Sale. The new investment management
agreement and sub-advisory agreement, if approved by shareholders, will
still be with NAM and the same sub-adviser and the terms of the new
investment management agreement and sub-advisory agreement are substantially
identical to the terms of the original investment management agreement and
sub-advisory agreement. In addition, the portfolio managers of your Fund
will not change as a result of the new investment management agreement and
sub-advisory agreement.
Q. WILL THE INVESTMENT MANAGEMENT AND SUB-ADVISORY FEE RATES BE THE SAME
UPON THE APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT AND
SUB-ADVISORY AGREEMENT?
A. Yes, the investment management and sub-advisory fee rates will remain the
same.
Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE NEW
INVESTMENT MANAGEMENT AGREEMENT AND SUB-ADVISORY AGREEMENT?
A. After careful consideration, the Board of your Fund unanimously recommends
that you vote "FOR" the approval of the new investment management and
sub-advisory agreement.
Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE
ELECTION OF BOARD MEMBERS?
A. After careful consideration, the Board of your Fund unanimously recommends
that you vote "FOR" the nominees for the Board.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Your vote is needed to ensure that the proposals can be acted upon.
Additionally, your immediate response will help save on the costs of any
future solicitations for these shareholder votes. We encourage all
shareholders to participate in the governance of their Fund.
Q. WHO DO I CALL IF I HAVE QUESTIONS?
A. If you need any assistance, or have any questions regarding the proposals or
how to vote your shares, please call your financial advisor. Alternatively,
you may call Nuveen at (800) 257-8787 weekdays from 8:00 a.m. to 6:00 p.m.
Central time.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage-paid envelope. Alternatively, you may
vote by telephone by calling the toll-free number on the proxy card or by
computer by going to the Internet address provided on the proxy card and
following the instructions, using your proxy card as a guide.
Q. WILL ANYONE CONTACT ME?
A. You may receive a call to verify that you received your proxy materials, to
answer any questions you may have about the proposals and to encourage you to
vote.
<Table>
NOTICE OF SPECIAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
JULY 26, 2005 60606
(800) 257-8787
</Table>
JUNE , 2005
NUVEEN MULTISTATE TRUST I
NUVEEN ARIZONA MUNICIPAL BOND FUND
NUVEEN COLORADO MUNICIPAL BOND FUND
NUVEEN FLORIDA MUNICIPAL BOND FUND
NUVEEN MARYLAND MUNICIPAL BOND FUND
NUVEEN NEW MEXICO MUNICIPAL BOND FUND
NUVEEN PENNSYLVANIA MUNICIPAL BOND FUND
NUVEEN VIRGINIA MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST II
NUVEEN CALIFORNIA MUNICIPAL BOND FUND
NUVEEN CALIFORNIA INSURED MUNICIPAL BOND FUND
NUVEEN CONNECTICUT MUNICIPAL BOND FUND
NUVEEN MASSACHUSETTS MUNICIPAL BOND FUND
NUVEEN MASSACHUSETTS INSURED MUNICIPAL BOND FUND
NUVEEN NEW JERSEY MUNICIPAL BOND FUND
NUVEEN NEW YORK MUNICIPAL BOND FUND
NUVEEN NEW YORK INSURED MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST III
NUVEEN GEORGIA MUNICIPAL BOND FUND
NUVEEN LOUISIANA MUNICIPAL BOND FUND
NUVEEN NORTH CAROLINA MUNICIPAL BOND FUND
NUVEEN TENNESSEE MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST IV
NUVEEN KANSAS MUNICIPAL BOND FUND
NUVEEN KENTUCKY MUNICIPAL BOND FUND
NUVEEN MICHIGAN MUNICIPAL BOND FUND
NUVEEN MISSOURI MUNICIPAL BOND FUND
NUVEEN OHIO MUNICIPAL BOND FUND
NUVEEN WISCONSIN MUNICIPAL BOND FUND
NUVEEN MUNICIPAL TRUST
NUVEEN ALL-AMERICAN MUNICIPAL BOND FUND
NUVEEN HIGH YIELD MUNICIPAL BOND FUND
NUVEEN INSURED MUNICIPAL BOND FUND
NUVEEN INTERMEDIATE DURATION MUNICIPAL BOND FUND
NUVEEN LIMITED TERM MUNICIPAL BOND FUND
NUVEEN INVESTMENT TRUST
NUVEEN BALANCED STOCK AND BOND FUND
NUVEEN BALANCED MUNICIPAL AND STOCK FUND
NUVEEN LARGE-CAP VALUE FUND
NUVEEN NWQ MULTI-CAP VALUE FUND
NUVEEN INVESTMENT TRUST II
NUVEEN RITTENHOUSE GROWTH FUND
NUVEEN NWQ INTERNATIONAL VALUE FUND
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
Nuveen Multistate Trust I, on behalf of its series Nuveen Arizona Municipal Bond
Fund, Nuveen Colorado Municipal Bond Fund, Nuveen Florida Municipal Bond Fund,
Nuveen Maryland Municipal Bond Fund, Nuveen New Mexico Municipal Bond Fund,
Nuveen Pennsylvania Municipal Bond Fund and Nuveen Virginia Municipal Bond Fund;
Nuveen Multistate Trust II, on behalf of its series Nuveen California Municipal
Bond Fund, Nuveen California Insured Municipal Bond Fund, Nuveen Connecticut
Municipal Bond Fund, Nuveen Massachusetts Municipal Bond Fund, Nuveen
Massachusetts Insured Municipal Bond Fund, Nuveen New Jersey Municipal Bond
Fund, Nuveen New York Municipal Bond Fund and Nuveen New York Insured Municipal
Bond Fund; Nuveen Multistate Trust III, on behalf of its series Nuveen Georgia
Municipal Bond Fund, Nuveen Louisiana Municipal Bond Fund; Nuveen North Carolina
Municipal Bond Fund and Nuveen Tennessee Municipal Bond Fund; Nuveen Multistate
Trust IV, on behalf of its series Nuveen Kansas Municipal Bond Fund, Nuveen
Kentucky Municipal Bond Fund, Nuveen Michigan Municipal Bond Fund, Nuveen
Missouri Municipal Bond Fund, Nuveen Ohio Municipal Bond Fund and Nuveen
Wisconsin Municipal Bond Fund; Nuveen Municipal Trust, on behalf of its series
Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund,
Nuveen Insured Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond
Fund and Nuveen Limited Term Municipal Bond Fund; Nuveen Investment Trust, on
behalf of its series Nuveen Balanced Stock and Bond Fund ("Balanced Stock and
Bond"), Nuveen Balanced Municipal and Stock Fund ("Balanced Municipal and
Stock"), Nuveen Large-Cap Value Fund ("Large-Cap Value") and Nuveen NWQ
Multi-Cap Value Fund ("NWQ Multi-Cap Value"); and Nuveen Investment Trust II, on
behalf of its series Nuveen Rittenhouse Growth Fund ("Rittenhouse Growth") and
Nuveen NWQ International Value Fund ("NWQ International Value"), each a
Massachusetts business trust (each trust individually, a "Trust" and
collectively, the "Trusts" and each series individually, a "Fund" and
collectively, the "Funds"), will be held (along with the meeting of shareholders
of several other Nuveen funds) in the Assembly Room of The Northern Trust
Company, 50 South LaSalle Street, Chicago, Illinois 60675, on Tuesday, July 26,
2005, at 10:30 a.m., Chicago time, for the following purposes and to transact
such other business, if any, as may properly come before the Meeting:
MATTERS TO BE VOTED ON BY SHAREHOLDERS:
1. To approve a new investment management agreement between each Trust and
Nuveen Asset Management ("NAM"), each Fund's investment adviser.
2. To approve a new sub-advisory agreement between NAM and each sub-adviser
below:
a. (For shareholders of Balanced Stock and Bond, Balanced Municipal and
Stock and Large-Cap Value only) to approve a new sub-advisory agreement
between NAM and Institutional Capital Corporation;
b. (For shareholders of NWQ Multi-Cap Value and NWQ International Value
only) to approve a new sub-advisory agreement between NAM and NWQ
Investment Management Company, LLC; and
c. (For shareholders of Rittenhouse Growth) to approve a new sub-advisory
agreement between NAM and Rittenhouse Asset Management, Inc.
3. To elect nine (9) Trustees to the Board of Trustees (each, a "Board" and each
Trustee, a "Board Member") of each Trust to serve until their successors
shall have been duly elected and qualified.
4. To transact such other business as may properly come before the Meeting.
Shareholders of record at the close of business on May 20, 2005 are entitled to
notice of and to vote at the Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID
DELAY AND ADDITIONAL EXPENSE, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED,
PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO
ATTEND THE 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 AND FOLLOW THE RECORDED
INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO
THE INTERNET ADDRESS PROVIDED ON YOUR 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>
JUNE , 2005
NUVEEN MULTISTATE TRUST I
NUVEEN ARIZONA MUNICIPAL BOND FUND
NUVEEN COLORADO MUNICIPAL BOND FUND
NUVEEN FLORIDA MUNICIPAL BOND FUND
NUVEEN MARYLAND MUNICIPAL BOND FUND
NUVEEN NEW MEXICO MUNICIPAL BOND FUND
NUVEEN PENNSYLVANIA MUNICIPAL BOND FUND
NUVEEN VIRGINIA MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST II
NUVEEN CALIFORNIA MUNICIPAL BOND FUND
NUVEEN CALIFORNIA INSURED MUNICIPAL BOND FUND
NUVEEN CONNECTICUT MUNICIPAL BOND FUND
NUVEEN MASSACHUSETTS MUNICIPAL BOND FUND
NUVEEN MASSACHUSETTS INSURED MUNICIPAL BOND FUND
NUVEEN NEW JERSEY MUNICIPAL BOND FUND
NUVEEN NEW YORK MUNICIPAL BOND FUND
NUVEEN NEW YORK INSURED MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST III
NUVEEN GEORGIA MUNICIPAL BOND FUND
NUVEEN LOUISIANA MUNICIPAL BOND FUND
NUVEEN NORTH CAROLINA MUNICIPAL BOND FUND
NUVEEN TENNESSEE MUNICIPAL BOND FUND
NUVEEN MULTISTATE TRUST IV
NUVEEN KANSAS MUNICIPAL BOND FUND
NUVEEN KENTUCKY MUNICIPAL BOND FUND
NUVEEN MICHIGAN MUNICIPAL BOND FUND
NUVEEN MISSOURI MUNICIPAL BOND FUND
NUVEEN OHIO MUNICIPAL BOND FUND
NUVEEN WISCONSIN MUNICIPAL BOND FUND
NUVEEN MUNICIPAL TRUST
NUVEEN ALL-AMERICAN MUNICIPAL BOND FUND
NUVEEN HIGH YIELD MUNICIPAL BOND FUND
NUVEEN INSURED MUNICIPAL BOND FUND
NUVEEN INTERMEDIATE DURATION MUNICIPAL BOND FUND
NUVEEN LIMITED TERM MUNICIPAL BOND FUND
NUVEEN INVESTMENT TRUST
NUVEEN BALANCED STOCK AND BOND FUND
NUVEEN BALANCED MUNICIPAL AND STOCK FUND
NUVEEN LARGE-CAP VALUE FUND
NUVEEN NWQ MULTI-CAP VALUE FUND
NUVEEN INVESTMENT TRUST II
NUVEEN RITTENHOUSE GROWTH FUND
NUVEEN NWQ INTERNATIONAL VALUE FUND
1
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees (each a "Board" and collectively, the "Boards," and each
Trustee, a "Board Member" and collectively, the "Board Members") of Nuveen
Multistate Trust I ("Multistate Trust I"), on behalf of its series Nuveen
Arizona Municipal Bond Fund ("Arizona Municipal"), Nuveen Colorado Municipal
Bond Fund ("Colorado Municipal"), Nuveen Florida Municipal Bond Fund ("Florida
Municipal"), Nuveen Maryland Municipal Bond Fund ("Maryland Municipal"), Nuveen
New Mexico Municipal Bond Fund ("New Mexico Municipal"), Nuveen Pennsylvania
Municipal Bond Fund ("Pennsylvania Municipal") and Nuveen Virginia Municipal
Bond Fund ("Virginia Municipal"); Nuveen Multistate Trust II ("Multistate Trust
II"), on behalf of its series Nuveen California Municipal Bond Fund ("California
Municipal"), Nuveen California Insured Municipal Bond Fund ("California
Insured"), Nuveen Connecticut Municipal Bond Fund ("Connecticut Municipal"),
Nuveen Massachusetts Municipal Bond Fund ("Massachusetts Municipal"), Nuveen
Massachusetts Insured Municipal Bond Fund ("Massachusetts Insured"), Nuveen New
Jersey Municipal Bond Fund ("New Jersey Municipal"), Nuveen New York Municipal
Bond Fund ("New York Municipal") and Nuveen New York Insured Municipal Bond Fund
("New York Insured"); Nuveen Multistate Trust III ("Multistate Trust III"), on
behalf of its series Nuveen Georgia Municipal Bond Fund ("Georgia Municipal"),
Nuveen Louisiana Municipal Bond Fund ("Louisiana Municipal"); Nuveen North
Carolina Municipal Bond Fund ("North Carolina Municipal") and Nuveen Tennessee
Municipal Bond Fund ("Tennessee Municipal"); Nuveen Multistate Trust IV
("Multistate Trust IV"), on behalf of its series Nuveen Kansas Municipal Bond
Fund ("Kansas Municipal"), Nuveen Kentucky Municipal Bond Fund ("Kentucky
Municipal"), Nuveen Michigan Municipal Bond Fund ("Michigan Municipal"), Nuveen
Missouri Municipal Bond Fund ("Missouri Municipal"), Nuveen Ohio Municipal Bond
Fund ("Ohio Municipal") and Nuveen Wisconsin Municipal Bond Fund ("Wisconsin
Municipal"); Nuveen Municipal Trust ("Municipal Trust"), on behalf of its series
Nuveen All-American Municipal Bond Fund ("All-American"), Nuveen High Yield
Municipal Bond Fund ("High Yield Municipal"), Nuveen Insured Municipal Bond Fund
("Insured Municipal"), Nuveen Intermediate Duration Municipal Bond Fund
("Intermediate Duration") and Nuveen Limited Term Municipal Bond Fund ("Limited
Term"); Nuveen Investment Trust ("Investment Trust"), on behalf of its series
Nuveen Balanced Stock and Bond Fund ("Balanced Stock and Bond"), Nuveen Balanced
Municipal and Stock Fund ("Balanced Municipal and Stock"), Nuveen Large-Cap
Value Fund ("Large-Cap Value") and Nuveen NWQ Multi-Cap Value Fund ("NWQ
Multi-Cap Value"); and Nuveen Investment Trust II ("Investment Trust II"), on
behalf of its series Nuveen Rittenhouse Growth Fund ("Rittenhouse Growth") and
Nuveen NWQ International Value Fund ("NWQ International Value"), each a
Massachusetts business trust (each trust individually, a "Trust" and
collectively, the "Trusts" and each series individually, a "Fund" and
collectively, the "Funds"), of proxies to be voted at a Special Meeting of
Shareholders to be held (along with the meeting of shareholders of several other
Nuveen funds) in the Assembly Room of The Northern Trust Company, 50 South
LaSalle Street, Chicago, Illinois 60675, on Tuesday, July 26, 2005, at 10:30
a.m., Chicago time, (for each Trust, a "Meeting" and collectively, the
"Meetings"), and at any and all adjournments thereof.
On the matters coming before each Meeting as to which a choice has been
specified by shareholders on the proxy, the shares will be voted accordingly. If
a proxy is returned and no choice is specified, the shares will be voted FOR
approval of the new investment management agreement, FOR the approval of the new
sub-advisory agreement, if applicable,
2
and FOR the election of the nominees as listed in this Joint Proxy Statement.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with that Trust a written notice of revocation, by delivering a
duly executed proxy bearing a later date or by attending the Meeting and voting
in person.
This Joint Proxy Statement is first being mailed to shareholders on or about
June , 2005.
The Board of each Trust has determined that the use of this Joint Proxy
Statement for each 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(1)
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APPROVE NEW
INVESTMENT APPROVE NEW
MANAGEMENT SUB-ADVISORY ELECT NINE (9)
FUND AGREEMENT AGREEMENT BOARD MEMBERS
- ------------------------------------------------------------------------------------------
MULTISTATE TRUST I X
Arizona Municipal X
Colorado Municipal X
Florida Municipal X
Maryland Municipal X
New Mexico Municipal X
Pennsylvania Municipal X
Virginia Municipal X
- ------------------------------------------------------------------------------------------
MULTISTATE TRUST II X
California Municipal X
California Insured X
Connecticut Municipal X
Massachusetts Municipal X
Massachusetts Insured X
New Jersey Municipal X
New York Municipal X
New York Insured X
- ------------------------------------------------------------------------------------------
MULTISTATE TRUST III X
Georgia Municipal X
Louisiana Municipal X
North Carolina Municipal X
Tennessee Municipal X
- ------------------------------------------------------------------------------------------
MULTISTATE TRUST IV X
Kansas Municipal X
Kentucky Municipal X
Michigan Municipal X
Missouri Municipal X
Ohio Municipal X
Wisconsin Municipal X
- ------------------------------------------------------------------------------------------
</Table>
3
<Table>
<Caption>
PROPOSALS(1)
- ------------------------------------------------------------------------------------------
APPROVE NEW
INVESTMENT APPROVE NEW
MANAGEMENT SUB-ADVISORY ELECT NINE (9)
FUND AGREEMENT AGREEMENT BOARD MEMBERS
- ------------------------------------------------------------------------------------------
MUNICIPAL TRUST X
All-American X
High Yield Municipal X
Insured Municipal X
Intermediate Duration X
Limited Term X
- ------------------------------------------------------------------------------------------
INVESTMENT TRUST X
Balanced Stock and Bond X X
Balanced Municipal and Stock X X
Large-Cap Value X X
NWQ Multi-Cap Value X X
- ------------------------------------------------------------------------------------------
INVESTMENT TRUST II X
Rittenhouse Growth X X
NWQ International Value X X
- ------------------------------------------------------------------------------------------
</Table>
(1) Shareholders of all classes of each Fund or, in the case of the election of
Board Members, of each Trust vote together on each proposal.
A quorum of shareholders is required to take action at each Trust's Meeting. A
majority of the shares entitled to vote at each Meeting, represented in person
or by proxy, will constitute a quorum of shareholders at that Meeting. Votes
cast by proxy or in person at each Meeting will be tabulated by the inspectors
of election appointed for that Meeting. The inspectors of election will
determine whether or not a quorum is present at the Meeting. The inspectors of
election will treat abstentions and "broker non-votes" (i.e., shares held by
brokers or nominees, typically in "street name," as to which (i) instructions
have not been received from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary voting power on a
particular matter) as present for purposes of determining a quorum.
For purposes of determining the approval of the new investment management
agreement and sub-advisory agreement, abstentions and broker non-votes will be
treated as shares voted against the proposal. For purposes of determining the
approval of the proposal to elect nominees for each of the Trusts, abstentions
and broker non-votes will have no effect on the election of Board Members. The
details of the proposals to be voted on by the shareholders of each Fund and the
vote required for approval of the proposals are set forth under the description
of the proposals below.
4
Those persons who were shareholders of record at the close of business on May
20, 2005 will be entitled to one vote for each share held. As of May 20, 2005,
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
- ---------------------------------------------------------------------------------------
MULTISTATE TRUST I
Arizona Municipal
Colorado Municipal
Florida Municipal
Maryland Municipal
New Mexico Municipal
Pennsylvania Municipal
Virginia Municipal
- ---------------------------------------------------------------------------------------
MULTISTATE TRUST II
California Municipal
California Insured
Connecticut Municipal
Massachusetts Municipal
Massachusetts Insured
New Jersey Municipal
New York Municipal
New York Insured
- ---------------------------------------------------------------------------------------
MULTISTATE TRUST III
Georgia Municipal
Louisiana Municipal
North Carolina Municipal
Tennessee Municipal
- ---------------------------------------------------------------------------------------
MULTISTATE TRUST IV
Kansas Municipal
Kentucky Municipal
Michigan Municipal
Missouri Municipal
Ohio Municipal
Wisconsin Municipal
- ---------------------------------------------------------------------------------------
MUNICIPAL TRUST
All-American
High Yield Municipal
Insured Municipal
Intermediate Duration
Limited Term
- ---------------------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and Bond
Balanced Municipal and Stock
Large-Cap Value
NWQ Multi-Cap Value
- ---------------------------------------------------------------------------------------
INVESTMENT TRUST II
Rittenhouse Growth
NWQ International Value
</Table>
5
1. APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENTS
BACKGROUND
Under an investment management agreement between Nuveen Asset Management ("NAM"
or the "Adviser") and each Trust (each, an "Original Investment Management
Agreement" and collectively, the "Original Investment Management Agreements"),
NAM has served as each Fund's investment adviser and has been responsible for
each Fund's overall investment strategy and its implementation. The date of each
Trust's Original Investment Management Agreement and the date on which it was
last approved by shareholders and approved for continuance by the Board is
provided in Appendix A. NAM is a wholly-owned subsidiary of Nuveen Investments,
Inc. ("Nuveen"). Nuveen is a publicly traded company and, until recently, was a
majority-owned subsidiary of The St. Paul Travelers Companies, Inc. ("St. Paul
Travelers"), a publicly-traded company that is principally engaged in providing
property-liability insurance through subsidiaries.
On March 25, 2005, Nuveen and St. Paul Travelers announced that St. Paul
Travelers planned to implement a three-part program to sell its equity interest
in Nuveen (the "Sale"). As part of St. Paul Travelers' previously announced
three-part divestiture program, St. Paul Travelers sold 39.3 million shares of
Nuveen's approximately 94 million outstanding common shares through a secondary
public offering on April 12, 2005. Nuveen also repurchased $600 million of its
common shares from St. Paul Travelers at a price of $32.98 per share, or
approximately 18.2 million shares. The repurchase of these shares is being
completed through two steps -- a $200 million repurchase that closed on April
12, 2005, and a $400 million forward purchase (plus interest) that will settle
later this year. St. Paul Travelers also entered into an agreement with two
other parties to sell approximately 12 million common shares of Nuveen for
settlement later this year. Upon the closing of the secondary offering and the
initial repurchase by Nuveen as well as the closing for the forward sale
transactions later this year, Nuveen will emerge as a fully independent public
company.
Each Original Investment Management Agreement, as required by Section 15 of the
Investment Company Act of 1940, as amended (the "1940 Act"), provides for its
automatic termination in the event of its "assignment" (as defined in the 1940
Act). Any change in control of the Adviser is deemed to be an assignment. The
consummation of the Sale may be deemed a change in control of the Adviser and
therefore cause the automatic termination of each Original Investment Management
Agreement, as required by the 1940 Act.
In anticipation of the Sale, each Board met in person at a joint meeting of each
Trust's Board on May 10-12, 2005 for purposes of, among other things,
considering whether it would be in the best interests of each Trust and its
shareholders to approve a new investment management agreement between the Trust
and NAM (each, a "New Investment Management Agreement" and collectively, the
"New Investment Management Agreements").
The 1940 Act requires that with respect to each Fund the respective Trust's New
Investment Management Agreement be approved by the Fund's shareholders in order
for it to become effective with respect to that Fund. At the Board meeting, and
for the reasons discussed below (see "Board Considerations in Approving New
Investment Management Agreements and New Sub-Advisory Agreements" after Proposal
2), each Board, including a majority of the Board Members who are not parties to
the Original Investment Management Agreements, New Investment Management
Agreements or any subadvisory agreement entered
6
into by the Adviser with respect to any Fund or who are not "interested persons"
of the Trusts or the Adviser as defined in the 1940 Act (the "Independent Board
Members"), unanimously approved the New Investment Management Agreement and
unanimously recommended its approval by shareholders in order to assure
continuity of investment advisory services to the Trust after the Sale. In the
event shareholders of a Fund do not approve the New Investment Management
Agreement, the Board will take such action as it deems to be in the best
interests of the Fund and its shareholders. The form of the New Investment
Management Agreement is attached hereto as Appendix B.
COMPARISON OF ORIGINAL INVESTMENT MANAGEMENT AGREEMENT AND NEW INVESTMENT
MANAGEMENT AGREEMENT
The terms of each New Investment Management Agreement, including fees payable to
the Adviser by each Fund thereunder, are substantially identical to those of the
Original Investment Management Agreement, except for the date of effectiveness.
There is no change in the fee rate payable by each Fund to the Adviser. If
approved by shareholders of a Fund, the New Investment Management Agreement for
the respective Trust will expire with respect to that Fund on August 1, 2006,
unless continued. Each New Investment Management Agreement will continue in
effect from year to year thereafter if such continuance is approved for the Fund
at least annually in the manner required by the 1940 Act and the rules and
regulations thereunder. Below is a comparison of certain terms of the Original
Investment Management Agreement to the terms of the New Investment Management
Agreement.
INVESTMENT MANAGEMENT SERVICES. The investment management services to be
provided by the Adviser to each Fund under the New Investment Management
Agreements will be identical to those services currently provided by the Adviser
to each Fund under the Original Investment Management Agreements. Both the
Original Investment Management Agreements and New Investment Management
Agreements provide that the Adviser shall manage the investment and reinvestment
of each Fund's assets in accordance with the Fund's investment objective and
policies and limitations and administer the Fund's affairs to the extent
requested by and subject to the supervision the Trust's Board. In addition, the
investment management services will be provided by the same Adviser personnel
under the New Investment Management Agreements as under the Original Investment
Management Agreements. The Adviser does not anticipate that the Sale will have
any adverse effect on the performance of its obligations under the New
Investment Management Agreements.
FEES. Under each Original Investment Management Agreement and New Investment
Management Agreement, the Fund pays to the Adviser an investment management fee
that consists of two components -- a fund-level component, based only on the
amount of assets within each individual Fund, and a complex-level component,
based on the aggregate managed assets (which includes assets attributable to all
types of leverage used in leveraged funds) of all Nuveen-branded closed-end and
open-end registered investment companies organized in the United States. The
investment management fee paid by each Fund equals the sum of the fund-level
component and complex-level component.
The fee schedules for the fund-level component and complex-level component to be
paid to the Adviser under the New Investment Management Agreements are identical
to the fund-level component and complex-level component paid to the Adviser
under the Original
7
Investment Management Agreements. The annual fund-level component for each Fund
under the Original Investment Management Agreements and the New Investment
Management Agreements, the fees paid by each Fund to the Adviser during each
Fund's last fiscal year and the Fund's net assets as of May 1, 2005 are set
forth in Appendix C to this Proxy Statement. The fee schedule for the
complex-level component is the same for each Fund under both the Original
Investment Management Agreements and New Investment Management Agreements and is
also set forth in Appendix C.
PAYMENT OF EXPENSES. Under each Original Investment Management Agreement and
each New Investment Management Agreement, the Adviser shall furnish, at its own
cost, office facilities and equipment and clerical, bookkeeping and
administrative services (other than such services, if any, provided by the
Trust's custodian, transfer agent and shareholder service agent, and the like)
for the Trust.
LIMITATION ON LIABILITY. The Original Investment Management Agreements and New
Investment Management Agreements provide that the Adviser will not be liable for
any loss sustained by reason of the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon the
investigation and research made by any other individual, firm or corporation, if
such recommendation shall have been selected with due care and in good faith,
except loss resulting from willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties, or by
reason of its reckless disregard of its obligations and duties under the
Agreement.
CONTINUANCE. The Original Investment Management Agreement of each Trust
originally was in effect for an initial term and could be continued thereafter
for successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of a
Fund approve the New Investment Management Agreement for that Fund, the New
Investment Management Agreement with respect to that Fund will expire on August
1, 2006, unless continued. The New Investment Management Agreement may be
continued for successive one-year periods if approved at least annually in the
manner required by the 1940 Act.
TERMINATION. The Original Investment Management Agreement and New Investment
Management Agreement for each Trust provide that the Agreement may be terminated
at any time without the payment of any penalty by the Trust or Adviser on sixty
(60) days' written notice to the other party. A Trust may effect termination by
action of the Board or with respect to any Fund by vote of a majority of the
outstanding voting securities of that Fund, accompanied by appropriate notice.
INFORMATION ABOUT THE ADVISER
NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen.
Founded in 1898, Nuveen and its affiliates had approximately $ billion in
assets under management as of , 2005. Nuveen is a publicly traded
company and, until the consummation of the Sale, is a majority owned subsidiary
of St. Paul Travelers, 385 Washington Street, St. Paul, Minnesota 55102. Nuveen
is listed on the New York Stock Exchange and trades under the symbol "JNC."
The principal occupation of the officers and directors of NAM who serve as
officers or Board Members of the Trusts appears below under the headings "Board
Nominees/Board
8
Members" and "The Officers." Information for the remaining officers and
directors of NAM is shown in Appendix D. The business address of NAM, Nuveen and
each principal executive officer and director of NAM is 333 West Wacker Drive,
Chicago, Illinois 60606.
Board Member Schwertfeger sold shares of Class A Stock of Nuveen on
the New York Stock Exchange since June 1, 2003. Mr. Schwertfeger received
$ in exchange for his shares of Nuveen sold.
SHAREHOLDER APPROVAL
To become effective with respect to a particular Fund, the New Investment
Management Agreement must be approved by a vote of a majority of the outstanding
voting securities of the Fund, with all classes voting together. The "vote of a
majority of the outstanding voting securities" is defined in the 1940 Act as the
lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote
thereon present at the meeting if the holders of more than 50% of such
outstanding shares are present in person or represented by proxy; or (ii) more
than 50% of such outstanding shares of the Fund entitled to vote thereon. Each
New Investment Management Agreement was approved by the Board of the respective
Trust on behalf of the Funds after consideration of all factors which it
determined to be relevant to its deliberations, including those discussed below.
The Board of each Trust also determined to submit the Trust's New Investment
Management Agreement for consideration by the shareholders of the Trust.
THE BOARD OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE TRUST
VOTE FOR APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT.
2. APPROVAL OF THE NEW SUB-ADVISORY AGREEMENTS
BACKGROUND
NAM entered into an investment sub-advisory agreement (each, an "Original
Sub-Advisory Agreement" and collectively, the "Original Sub-Advisory
Agreements") with respect to certain Funds (each, a "Sub-Advised Fund" and
collectively, the "Sub-Advised Funds") with
9
various sub-advisers (each, a "Sub-Adviser" and collectively, the
"Sub-Advisers") as set forth below:
<Table>
<Caption>
SUB-ADVISED FUND SUB-ADVISER
- ---------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and Bond ICAP(1)
Balanced Municipal and Stock ICAP(2)
Large-Cap Value ICAP
NWQ Multi-Cap NWQ(3)
INVESTMENT TRUST II
NWQ International Value NWQ
Rittenhouse Growth Rittenhouse(4)
- ---------------------------------------------------------------------------
</Table>
(1) "ICAP" is Institutional Capital Corporation.
(2) ICAP is the sub-adviser only with respect to the Fund's equity investments.
(3) "NWQ" is NWQ Investment Management Company, LLC.
(4) "Rittenhouse" is Rittenhouse Asset Management, Inc.
The date of each Original Sub-Advisory Agreement and the date it was last
approved by shareholders and approved for continuance by the Board is provided
in Appendix E.
As with the Original Investment Management Agreements, each Original
Sub-Advisory Agreement, as required by Section 15 of the 1940 Act, provides for
its automatic termination in the event of its assignment. A change in control of
the investment adviser or sub-adviser is deemed to be an assignment. The
completion of the Sale may be deemed a change in control of NAM and therefore
may be deemed an assignment of each Original Sub-Advisory Agreement resulting in
its automatic termination, as required by the 1940 Act. In addition, for NWQ and
Rittenhouse, which are majority-owned subsidiaries of Nuveen, the completion of
the Sale may be deemed a change in control of NWQ and Rittenhouse and therefore
may be deemed an assignment of each Original Sub-Advisory Agreement resulting in
its automatic termination, as required by the 1940 Act.
In anticipation of the Sale, the Board of each Sub-Advised Fund met in person on
May 10-12, 2005 for purposes of considering whether it would be in the best
interests of each Sub-Advised Fund and its shareholders to approve a new
sub-advisory agreement between NAM and the respective Sub-Adviser (each a "New
Sub-Advisory Agreement" and collectively, the "New Sub-Advisory Agreements"). At
the Board meeting, and for the reasons discussed below (see "Board
Considerations in Approving New Investment Management Agreements and New
Sub-Advisory Agreements" after Proposal 2), the Board of each Sub-Advised Fund,
including a majority of the Independent Board Members, unanimously determined
that the Sub-Advised Fund's New Sub-Advisory Agreement was in the best interests
of the Fund and its shareholders and approved the Fund entering into the New
Sub-Advisory Agreement, subject to the consummation of the Sale and approval by
shareholders.
The 1940 Act requires that with respect to each Sub-Advised Fund the New
Sub-Advisory Agreement for that Fund be approved by that Sub-Advised Fund's
shareholders in order for it to become effective with respect to that Fund. The
Board of each Sub-Advised Fund unanimously recommends that shareholders approve
the New Sub-Advisory Agreement. In the event shareholders of a Sub-Advised Fund
do not approve the New Sub-Advisory
10
Agreement, the Board will take such action as it deems to be in the best
interests of the Sub-Advised Fund and its shareholders. The form of the New
Sub-Advisory Agreement is attached hereto as Appendix F.
COMPARISON OF ORIGINAL SUB-ADVISORY AGREEMENT AND
NEW SUB-ADVISORY AGREEMENT
The terms of each New Sub-Advisory Agreement, including fees payable to the
Sub-Adviser by NAM thereunder, are substantially identical to those of the
Original Sub-Advisory Agreement, except for the date of effectiveness. There is
no change in the fee rate payable by NAM to the Sub-Adviser. If approved by
shareholders of a Fund, the New Sub-Advisory Agreement for the Fund will expire
on August 1, 2006, unless continued. Each New Sub-Advisory Agreement will
continue in effect from year to year thereafter if such continuance is approved
for the Fund at least annually in the manner required by the 1940 Act and the
rules and regulations thereunder. Below is a comparison of certain terms of the
Original Sub-Advisory Agreements to the terms of the New Sub-Advisory
Agreements.
ADVISORY SERVICES. The advisory services to be provided by the Sub-Adviser to
each Sub-Advised Fund under the New Sub-Advisory Agreements will be identical to
those advisory services currently provided by the Sub-Adviser to each
Sub-Advised Fund under the Original Sub-Advisory Agreements. Both the Original
Sub-Advisory Agreements and New Sub-Advisory Agreements provide that the
Sub-Adviser will furnish an investment program in respect of, make investment
decisions for and place all orders for the purchase and sale of securities for
the portion of the Fund's investment portfolio allocated by the Adviser to the
Sub-Adviser, all on behalf of the Fund and subject to supervision of the Trust's
Board and the Adviser. In performing its duties under both the Original
Sub-Advisory Agreements and the New Sub-Advisory Agreements, the Sub-Adviser
will monitor the Fund's investments and will comply with the provisions of the
Trust's Declaration of Trust and By-Laws and the stated investment objectives,
policies and restrictions of the Fund. It is not anticipated that the Sale will
have any adverse effect on the performance of a Sub-Adviser's obligations under
the New Sub-Advisory Agreements.
Under the Original Sub-Advisory Agreement and New Sub-Advisory Agreement with
ICAP, ICAP is engaged to provide services to the entire investment portfolio of
Large-Cap Value and Balanced Stock and Bond and the equity investments only of
Balanced Municipal and Stock. The other Sub-Advisers are engaged to provide
services to the entire investment portfolio of the Funds they sub-advise.
BROKERAGE. Both the Original Sub-Advisory Agreements and New Sub-Advisory
Agreements authorize the Sub-Adviser to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Funds, subject
to its obligation to obtain best execution under the circumstances, which may
take account of the overall quality of brokerage and research services provided
to the Sub-Adviser.
FEES. Under both the Original Sub-Advisory Agreements and New Sub-Advisory
Agreements, the Adviser pays the Sub-Adviser a portfolio management fee out of
the investment management fee it receives from the respective Fund. The rate of
the portfolio management fees payable by the Adviser to each Sub-Adviser under
the New Sub-Advisory Agreements is identical to the rate of the fees paid under
the Original Sub-Advisory Agreements. The annual rate of portfolio management
fees payable to each Sub-Adviser under the Original
11
Sub-Advisory Agreements and the New Sub-Advisory Agreements and the fees paid by
the Adviser to each Sub-Adviser with respect to each Sub-Advised Fund during
each Sub-Advised Fund's last fiscal year is set forth in Appendix G to this
Proxy Statement. Appendix G also includes the advisory fee rates and net assets
of funds not included in this Proxy Statement advised by each Sub-Adviser with
similar investment objectives as the Funds the Sub-Adviser sub-advises.
PAYMENT OF EXPENSES. Under each Original Sub-Advisory Agreement and New
Sub-Advisory Agreement, the Sub-Adviser agrees to pay all expenses it incurs in
connection with its activities under the Agreement other than the cost of
securities (including brokerage commissions and other related expenses)
purchased for the Fund.
LIMITATION ON LIABILITY. The Original Sub-Advisory Agreements and New
Sub-Advisory Agreements provide that the Sub-Adviser will not be liable for, and
the Adviser will not take any action against the Sub-Adviser to hold the
Sub-Adviser liable for, any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the performance of the Sub-Adviser's
duties under the Agreement, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the
performance of its duties under the Agreement, or by reason of its reckless
disregard of its obligations and duties under the Agreement.
CONTINUANCE. The Original Sub-Advisory Agreement of each Sub-Advised Fund
originally was in effect for an initial term and could be continued thereafter
for successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of a
Sub-Advised Fund approve the New Sub-Advisory Agreement for that Fund, the New
Sub-Advisory Agreement will expire on August 1, 2006, unless continued.
Thereafter, the New Sub-Advisory Agreement may be continued for successive
one-year periods if approved at least annually in the manner required by the
1940 Act.
TERMINATION. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement
for each Sub-Advised Fund provide that the Agreement may be terminated at any
time without the payment of any penalty by NAM on sixty (60) days' written
notice to the Sub-Adviser. The Original Sub-Advisory Agreement and New
Sub-Advisory Agreement may also be terminated by a Sub-Advised Fund with respect
to that Fund by action of the Board or by a vote of a majority of the
outstanding voting securities of that Fund, accompanied by 60 days' written
notice.
The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for each Sub-
Advised Fund is also terminable with respect to that Fund at any time without
the payment of any penalty, by the Adviser, the Board or by vote of a majority
of the outstanding voting securities of that Fund in the event that it is
established by a court of competent jurisdiction that the Sub-Adviser or any of
its officers or directors has taken any action that results in a breach of the
representations of the Sub-Adviser set forth in the Agreement.
INFORMATION ABOUT SUB-ADVISERS
ICAP. ICAP, 225 West Wacker Drive, Chicago, Illinois 60606, manages the entire
investment portfolios of Large-Cap Value and Balanced Stock and Bond, and the
equity investments portion of Balanced Municipal and Stock. ICAP is an
institutional investment management
12
firm that was founded in 1970 and has approximately $ billion in assets under
management as of , 2005. Mr. Robert H. Lyon, President, owns shares
representing 51% of the voting rights of ICAP. Nuveen owns a non-voting common
stock interest in ICAP equalling approximately 20%.
NWQ. NWQ, 2049 Century Park East, 4th Floor, Los Angeles, California 90067, an
affiliate of NAM, manages the investment portfolios of NWQ Multi-Cap Value and
NWQ International Value. NWQ is organized as a member-managed limited liability
company, and its sole managing member is Nuveen. NWQ has provided investment
management services to institutions and high net worth individuals since 1982.
NWQ managed over $ billion in assets as of _____________ , 2005.
Rittenhouse. Rittenhouse, Five Radnor Corporate Center, Radnor, Pennsylvania
19087, manages the investment portfolio of Rittenhouse Growth. Rittenhouse, a
wholly-owned subsidiary of Nuveen, is an institutional investment management
firm with over 20 years of experience and approximately $ billion in assets
under management as of , 2005.
The principal occupation of the officers and directors of each Sub-Adviser who
serve as officers or Board Members of the Trusts appears below under the
headings "Board Nominees/Board Members" and "The Officers." Information for the
remaining officers and directors of each Sub-Adviser is shown in Appendix H.
SHAREHOLDER APPROVAL
To become effective, each New Sub-Advisory Agreement must be approved by a vote
of a majority of the outstanding voting securities of the Fund, with all classes
voting together. The "vote of a majority of the outstanding voting securities"
is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the
shares of the Fund entitled to vote thereon present at the meeting if the
holders of more than 50% of such outstanding shares are present in person or
represented by proxy; or (ii) more than 50% of such outstanding shares of the
Fund entitled to vote thereon. Each New Sub-Advisory Agreement was approved by
the Board after consideration of all factors which it determined to be relevant
to its deliberations, including those discussed above. The Board also determined
to submit the New Sub-Advisory Agreement for consideration by the shareholders
of the Fund.
THE BOARD OF EACH SUB-ADVISED FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF
THE FUND VOTE FOR APPROVAL OF THE FUND'S NEW SUB-ADVISORY AGREEMENT.
BOARD CONSIDERATIONS IN APPROVING NEW INVESTMENT MANAGEMENT AGREEMENTS AND NEW
SUB-ADVISORY AGREEMENTS
At a meeting held on May 10-12, 2005, the Board each Trust, including the
Independent Board Members, unanimously approved the New Investment Management
Agreement between each Trust and NAM and the New Sub-Advisory Agreements between
NAM and the Sub-Advisers (NAM and the Sub-Advisers are each, a "Fund Adviser").
THE APPROVAL PROCESS. To assist the Board in its evaluation of an advisory
contract with a Fund Adviser, the Independent Board Members received a report in
adequate time in advance of their meeting which outlined, among other things,
the services provided by the Fund Adviser; the organization of the Fund Adviser,
including the responsibilities of various
13
departments and key personnel; the Fund's past performance as well as the Fund's
performance compared to funds of similar investment objectives compiled by an
independent third party (a "Peer Group") as described below and if available,
with recognized or, in certain cases, customized benchmarks; the profitability
of the Fund Adviser and certain industry profitability analyses for advisers to
unaffiliated investment companies; the expenses of the Fund Adviser in providing
the various services; the advisory fees of the Fund Adviser, including
comparisons of such fees with the management fees of comparable funds in its
Peer Group as well as comparisons of the Fund Adviser's management fees with the
fees the Fund Adviser assesses to other types of investment products or
accounts, if any; the soft dollar practices of the Fund Adviser; and the
expenses of each Fund, including comparisons of the Fund's expense ratios (after
any fee waivers) with the expense ratios of its Peer Group. This information
supplements that received by the Board throughout the year regarding Fund
performance, expense ratios, portfolio composition, trade execution and sales
activity.
In addition to the foregoing materials, independent legal counsel to the
Independent Board Members provided, in advance of the meeting, a legal
memorandum outlining, among other things, the duties of the Board Members under
the 1940 Act as well as the general principles of relevant state law in
reviewing and approving advisory contracts; the requirements of the 1940 Act in
such matters; an adviser's fiduciary duty with respect to advisory agreements
and compensation; the standards used by courts in determining whether investment
company boards of directors have fulfilled their duties and factors to be
considered by the board in voting on advisory agreements.
At the Board meeting, NAM made a presentation to and responded to questions from
the Board. In addition, the Independent Board Members noted that each
Sub-Adviser also had previously made written or oral presentations to the Board
providing the respective Sub-Adviser with the opportunity to explain its
investment strategies, discuss market conditions, and highlight any material
issues. Many of these presentations were part of site visits by the Board
throughout the year. After the presentations and after reviewing the written
materials, the Independent Board Members met privately with their legal counsel
to review the Board's duties in reviewing advisory contracts and consider the
renewal of the advisory contract. It is with this background that the Board
Members considered each advisory contract (which includes the Sub-Advisory
Agreements) with a Fund Adviser. The Independent Board Members, in consultation
with independent counsel, reviewed the factors set out in judicial decisions and
Securities and Exchange Commission directives relating to the renewal of
advisory contracts. As outlined in more detail below, the Board Members
considered all factors they believed relevant with respect to each Fund,
including the following: (a) the nature, extent and quality of the services to
be provided by the Fund Adviser; (b) the investment performance of the Fund and
the Fund Adviser; (c) the costs of the services to be provided and profits to be
realized by the Fund Adviser and its affiliates from the relationship with the
Fund; (d) the extent to which economies of scale would be realized as the Fund
grows; and (e) whether fee levels reflect these economies of scale for the
benefit of Fund investors.
A. NATURE, EXTENT AND QUALITY OF SERVICES
In evaluating the nature, extent and quality of the respective Fund Adviser's
services, the Board Members reviewed information concerning the types of
services that a Fund Adviser or its affiliates provide and are expected to
provide to the Nuveen Funds; narrative and
14
statistical information concerning the Fund's performance record and how such
performance compares to the Fund's Peer Group and, if available, recognized
benchmarks or, in certain cases, customized benchmarks (as described in further
detail in Section B below); information describing the Fund Adviser's
organization and its various departments, the experience and responsibilities of
key personnel, and available resources. In the discussion of key personnel, the
Board Members received materials regarding the changes or additions in personnel
of the applicable Fund Adviser. The Board Members further noted the willingness
of the personnel of NAM to engage in open, candid discussions with the Board.
The Board Members further considered the quality of the Fund Adviser's
investment process in making portfolio management decisions, including any
refinements or improvements to the portfolio management processes, enhancements
to technology and systems that are available to portfolio managers, and any
additions of new personnel which may strengthen or expand the research and
investment capabilities of the Fund Adviser. In their review, the Board Members
also noted that Nuveen won the Lipper Award for Best Fund Family: Fixed
Income-Large Asset Class, for 2004. Given the Board Members' experience with the
Funds, other Nuveen funds and the Fund Advisers, the Board Members noted that
they were familiar with and continue to have a good understanding of the
organization, operations and personnel of the Fund Advisers.
In addition to advisory services, the Independent Board Members considered the
quality of the administrative or non-advisory services provided. In this regard,
NAM provides the Fund with such administrative and other services (exclusive of,
and in addition to, any such services provided by others for the Funds) and
officers and other personnel as are necessary for the operations of the
respective Fund. In addition to investment management services, NAM and its
affiliates provide each Fund with a wide range of services, including: preparing
shareholder reports; providing daily accounting; providing quarterly financial
statements; overseeing and coordinating the activities of other service
providers; administering and organizing Board meetings and preparing the Board
materials for such meetings; providing legal support (such as helping to prepare
registration statements, amendments thereto and proxy statements and responding
to regulatory inquiries); and performing other Fund administrative tasks
necessary for the operation of the Fund (such as tax reporting and fulfilling
regulatory filing requirements). In addition, in evaluating the administrative
services, the Board Members considered, in particular, a Fund Adviser's policies
and procedures for assuring compliance with applicable laws and regulations in
light of the new Securities and Exchange Commission regulations governing
compliance. The Board Members noted NAM's focus on compliance and its compliance
systems. In their review, the Board Members considered, among other things, the
additions of experienced personnel to NAM's compliance group and modifications
and other enhancements to NAM's computer systems. In addition to the foregoing,
the Board Members also noted that NAM outsources certain services that cannot be
replicated without significant costs or at the same level of expertise. Such
outsourcing has been a beneficial and efficient use of resources by keeping
expenses low while obtaining quality services.
In addition to the above, the Board also considered the following with respect
to Funds that utilize a Sub-Adviser, the Board Members considered NAM's ability
and procedures to monitor the respective Sub-Adviser's performance, business
practices and compliance policies and procedures. In this regard, the Board
Members noted the role of NAM's investment oversight committee, including its
increased personnel, the responsibilities and
15
experience of the staff, and procedures to monitor Sub-Advisers, including the
use of site visits.
With respect to services provided to the Funds that are municipal funds, the
Board Members also noted, among other things, the enhancements NAM implemented
to its municipal portfolio management processes (e.g., the increased use of
benchmarks to guide and assess the performance of its portfolio managers); the
implementation of a risk management program; and the various initiatives being
undertaken to enhance or modify NAM's computer systems as necessary to support
the innovations of the municipal investment team (such as, the ability to assess
certain historical data in order to create customized benchmarks, perform
attribution analysis and facilitate the use of derivatives as hedging
instruments).
With respect to the Sub-Advisers, the Independent Board Members noted that the
Sub-Advisory Agreements were essentially agreements for portfolio management
services only and the respective Sub-Adviser was not expected to supply other
significant administrative services to the Funds.
Based on their review, the Board Members found that, overall, the nature, extent
and quality of services provided (and expected to be provided) to the respective
Funds under the Investment Management Agreement or Sub-Advisory Agreement, as
applicable, were of a high level and were quite satisfactory.
B. THE INVESTMENT PERFORMANCE OF THE FUND AND FUND ADVISERS
As previously noted, the Board received a myriad of performance information
regarding each Fund and its Peer Group, if available. Among other things, the
Board received materials reflecting a Fund's historic performance, the Fund's
performance compared to its Peer Group if available and its performance compared
to recognized and, in certain cases, customized benchmarks (as applicable).
Further in evaluating the performance information, in certain limited instances,
the Board Members noted that the closest Peer Group for a Fund still would not
adequately reflect such Fund's investment objectives and strategies, thereby
limiting the usefulness of the comparisons of such Fund's performance with that
of the Peer Group.
With respect to national and state municipal funds, the performance data
included, among other things, such Fund's performance relative to its peers,
except as noted. More specifically, a Fund's one-, three- and five-year total
returns (as available) for the periods ending December 31, 2004 were evaluated
relative to the unaffiliated funds in its respective Peer Group (including the
returns of individual peers as well as the Peer Group average) as well as
additional performance information with respect to all funds in the Peer Group,
subject to the following. Certain state municipal Funds do not have a
corresponding Peer Group in which case their performance is measured against a
state-specific municipal index compiled by an independent third party. Such
indices measure bond performance rather than fund performance. The two Funds
that utilize such indices are New Mexico Municipal and Wisconsin Municipal.
Based on their review, the Board Members considered the Fund's absolute and
relative investment performance over time had been satisfactory.
With respect to the non-municipal funds, the Board Members reviewed performance
information including, among other things, total return information compared
with the Fund's Peer Group as well as recognized and, in some cases, customized
benchmarks for the one-,
16
three- and five-year periods (as applicable) ending December 31, 2004. This
information supplements the Fund performance information provided to the Board
at each of their quarterly meetings. Based on their review, the Board Members
considered the respective Fund's absolute and relative investment performance
over time had been satisfactory, except as noted.
Although Rittenhouse Growth's performance over certain recent periods has not
compared favorably to its peers or benchmark, its performance has seen recent
improvement. The Board Members also noted that such Fund was in the top quartile
compared to its peers for the five-year performance period ending December 31,
2004. In addition, the Board Members noted that the Rittenhouse investment team
made significant modifications to its investment approach with the introduction
of a new quality model to expand its universe of eligible investments,
restructured and added to its investment team, and further added analytical
tools to support its investment process. The Board was satisfied with
Rittenhouse's initiatives to address performance concerns.
C. FEES, EXPENSES AND PROFITABILITY
FEES AND EXPENSES. In evaluating the management fees and expenses that a Fund is
expected to bear, the Board Members considered the Fund's current management fee
structure, the sub-advisory fee arrangements (as applicable) and the Fund's
expected expense ratios in absolute terms as well as compared with the fees and
respective expense ratios of the unaffiliated funds in its Peer Group. The Board
Members reviewed the financial information of the respective Fund Adviser,
including its respective revenues, expenses and profitability. In reviewing
fees, the Board Members, among other things, reviewed comparisons of the Fund's
gross management fees (fees after fund-level and complex-wide level breakpoints
but before reimbursement and fee waivers), net management fees (after
breakpoints and reimbursements and fee waivers) and total expense ratios (before
and after waivers) with those of the unaffiliated funds in its Peer Group and
peer averages. In this regard, the Board Members noted that the relative ranking
of the Nuveen Funds on fees and expenses was aided by the significant level of
fee reductions provided by the fund-level and complex-wide breakpoint schedules,
and the fee waivers and reimbursements provided by Nuveen for certain Funds
launched since 1999. The complex-wide breakpoint schedule was instituted in 2004
and is described in further detail below in Section D entitled "Economies of
Scale and Whether Fee Levels Reflect these Economies of Scale." In addition to
the foregoing, in their review of the fee and expense information provided for
the municipal funds, including, in particular, the expense ratios of the
unaffiliated funds in the Peer Group, the Board Members determined that such
Funds' net total expense ratios were within an acceptable range compared to such
peers. The Board Members further noted that net total expense ratios for all the
open-end equity and balanced Funds, except the NWQ International Value, were
somewhat above the peer averages. Nevertheless, the Board Members noted that
when the comparisons were made with unaffiliated funds of comparable total asset
size, such Funds were within the mid-range of that narrower Peer Group.
COMPARISONS WITH THE FEES OF OTHER CLIENTS. The Board Members further compared
the fees of NAM to the fees NAM or an affiliate thereof assessed for other types
of clients. With respect to non-municipal funds, such other clients included
separate managed accounts as well as fees charged on funds that are not offered
by Nuveen but are sub-advised by one of Nuveen's investment management teams.
With respect to the municipal funds, such other clients
17
included clients investing in municipal funds, such as municipal managed
accounts. With respect to separately managed accounts or municipal managed
accounts, the advisory fees for such accounts are generally lower than those
charged to the comparable Fund. The Board Members noted, however, the additional
services that are provided and the costs incurred by Nuveen in managing and
operating registered investment companies, such as the Funds, compared to
individually managed separate accounts. For instance, as described above, NAM
and its affiliates provide numerous services to the Funds including, but not
limited to, preparing shareholder reports; providing daily accounting; preparing
quarterly financial statements; overseeing and coordinating the activities of
other service providers; administering and organizing Board meetings and
preparing the Board materials for such meetings; providing legal support; and
administering all other aspects of the Fund's operations. Further, the Board
Members noted the increased compliance requirements for funds in light of new
Securities and Exchange Commission regulations and other legislation. These
services are generally not required to the same extent, if at all, for separate
accounts. In addition to the differences in services, the Board Members also
considered, among other things, the differences in product distribution,
investor profiles and account sizes. Accordingly, the Board Members believe that
the nature and number of services provided to operate a Fund merit the higher
fees than those to separate managed accounts.
In considering the fees of the Sub-Advisers, the Board Members also considered
the pricing schedule the respective Sub-Adviser charges for similar investment
management services for other fund sponsors or clients. In this regard, the
Board Members noted that the sub-advisory fees were at the lower end of the
respective Sub-Adviser's fee schedule.
PROFITABILITY OF FUND ADVISERS. In conjunction with its review of fees, the
Board Members also considered the profitability of NAM (which incorporated
Nuveen's wholly-owned affiliated sub-advisers -- Rittenhouse and NWQ) as well as
the profitability of ICAP. The Board Members reviewed the respective Fund
Adviser's revenues, expenses and profitability margins (on both a pre-tax and
after-tax basis). In reviewing profitability, the Board Members recognized that
one of the most difficult issues in determining profitability is establishing a
method of allocating expenses. Accordingly, the Board Members reviewed a Fund
Adviser's assumptions and methodology of allocating expenses. In this regard,
the methods of allocation used appeared reasonable but the Board noted the
inherent limitations in allocating costs among various advisory products. The
Board Members also recognized that individual fund or product line profitability
of other advisers is generally not publicly available. Further, profitability
may be affected by numerous factors including the types of funds managed,
expense allocations, business mix, etc., and therefore comparability of
profitability is somewhat limited. Nevertheless, to the extent available, the
Board Members considered the respective Fund Adviser's profit margin compared to
the profitability of various publicly-traded investment management companies
and/or investment management companies that publicly disclose some or all of
their financial results compiled by three independent third-party service
providers. The Board Members also reviewed the revenues, expenses and profit
margins of various unaffiliated advisory firms with similar amounts of assets
under management for the last year prepared by NAM. Based on their review, the
Board Members were satisfied that each Fund Adviser's level of profitability
from its relationship with each Fund was reasonable in light of the services
provided.
In evaluating the reasonableness of the compensation, the Board Members also
considered any other revenues paid to a Fund Adviser as well as any indirect
benefits (such as soft dollar
18
arrangements, if any) the Fund Adviser and its affiliates are expected to
receive that are directly attributable to their management of the Funds, if any.
See Section E below for additional information. Based on their review of the
overall fee arrangements of the applicable Fund, the Board Members determined
that the advisory fees and expenses of the respective Fund were reasonable.
D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE
In reviewing the compensation, the Board Members have long understood the
benefits of economies of scale as the assets of a fund grows and have sought to
ensure that shareholders share in these benefits. One method for shareholders to
share in economies of scale is to include breakpoints in the advisory fee
schedules that reduce fees as fund assets grow. Accordingly, the Board Members
received and reviewed the schedules of advisory fees for each Fund, including
fund-level breakpoints thereto. In addition, after lengthy negotiations with
management, the Board in May, 2004 approved a complex-wide fee arrangement
pursuant to which fees of the funds in the Nuveen complex, including the Funds,
are reduced as the assets in the fund complex reach certain levels. The
complex-wide fee arrangement was introduced on August 1, 2004 and the Board
Members reviewed data regarding the reductions of fees for the Funds for the
period of August 1, 2004 to December 31, 2004. In evaluating the complex-wide
fee arrangement, the Board Members considered, among other things, the historic
and expected fee savings to shareholders as assets grow, the amount of fee
reductions at various asset levels, and that the arrangement would extend to all
funds in the Nuveen complex. The Board Members also considered the impact, if
any, the complex-wide fee arrangement may have on the level of services
provided. Based on their review, the Board Members concluded that the breakpoint
schedule and complex-wide fee arrangement currently was acceptable and desirable
in providing benefits from economies of scale to shareholders.
E. INDIRECT BENEFITS
In evaluating fees, the Board Members also considered any indirect benefits or
profits the respective Fund Adviser or its affiliates may receive as a result of
its relationship with each Fund. In this regard, the Board Members considered
any benefits from soft dollar arrangements. The Board Members noted that
although NAM manages a large amount of assets, it has very little, if any,
brokerage to allocate. This is due to the fact that NAM typically manages the
portfolios of the municipal funds in the Nuveen complex and municipal bonds
generally trade on a principal basis. Accordingly, NAM does not currently have
any soft dollar arrangements and does not pay excess brokerage commissions (or
spreads on principal transactions) in order to receive research services. With
respect to ICAP, NWQ and Rittenhouse, the Board Members considered that the
Sub-Adviser benefits from its soft dollar arrangements pursuant to which the
Sub-Adviser receives research from brokers that execute the applicable Fund's
portfolio transactions. The Board Members received and reviewed materials
concerning such Sub-Adviser's brokerage practices, including its broker
allocation policies and procedures, the types of research and brokerage services
received, the brokers providing such services, and the dollar amount of
commissions allocated to brokers for soft dollar arrangements for the last
calendar year. In considering the types of research received, the Board Members
noted that such Sub-Adviser either has already limited (or has agreed to
19
modify its practices to limit) the use of soft dollars to research with
intellectual content. The Board Members recognized that a Sub-Adviser's
profitability may be lower if the Sub-Adviser was required to pay for this
research with hard dollars.
In addition to soft dollar arrangements, the Board Members also considered any
other revenues, if any, received by NAM or its affiliates. In this regard, for
Funds with 12b-1 plans, the Board Members received and considered the amount of
12b-1 fees retained by Nuveen during the last calendar year. The Board Members
noted that the vast majority of the 12b-1 fees received by Nuveen are ultimately
paid to other financial advisers.
F. OTHER CONSIDERATIONS
Nuveen, until recently, was a majority owned subsidiary of St. Paul Travelers.
As noted, St. Paul Travelers earlier this year announced its intention to divest
its equity stake in Nuveen. Nuveen is the parent of NAM. Pursuant to a series of
transactions, St. Paul Travelers has begun to reduce its interest in Nuveen
which will ultimately result in a change of control of Nuveen and therefore NAM.
As mandated by the 1940 Act, such a change in control would result in an
assignment of the advisory agreement with NAM and the automatic termination of
such agreement. Accordingly, the Board also considered the approval of a New
Investment Management Agreement with each Fund in light of, and which would take
effect upon, the anticipated change of control. More specifically, the Board
considered for each Fund a New Investment Management Agreement on substantially
identical terms to the existing Investment Management Agreement, to take effect
after the change of control has occurred and the contract has been approved by
Fund shareholders. In its review, the Board considered whether the various
transactions necessary to divest St. Paul Travelers' interest will have an
impact on the various factors they considered in approving NAM, such as the
scope and quality of services to be provided following the change of control. In
reviewing the St. Paul Travelers transactions, the Board considered, among other
things, the impact, if any, on the operations and organizational structure of
NAM; the possible benefits and costs of the transactions to the respective Fund;
the potential implications of any arrangements used by Nuveen to finance certain
of the transactions; the ability of NAM to perform its duties after the
transactions; whether a Fund's fee structure or expense ratio would change; any
changes to the current practices of the respective Fund; any changes to the
terms of the advisory agreement; and any anticipated changes to the operations
of NAM. Based on its review, the Board determined that St. Paul Travelers'
divestiture would not affect the nature and quality of services provided by NAM,
the terms of the Investment Management Agreement, including the fees thereunder,
and would not materially affect the organization or operations of NAM.
Accordingly, the Board determined that their analysis of the various factors
regarding their approval of NAM would continue to apply after the change of
control.
In addition to the foregoing, a change in control of NAM may be deemed an
assignment of the Sub-Advisory Agreement between NAM and the respective
Sub-Adviser. Further, NWQ and Rittenhouse are wholly-owned subsidiaries of
Nuveen. Accordingly, the change of control of Nuveen would also result in a
change of control of such Sub-Advisers resulting in the automatic termination of
the Original Sub-Advisory Agreements with such Sub-Advisers. The Board therefore
considered approval of a New Sub-Advisory Agreement with each Sub-Adviser in
light of the anticipated change of control. More specifically, the Board
considered approval of each New Sub-Advisory Agreement on substantially
identical terms as the respective existing Sub-Advisory Agreement, to take
effect after the change of control has
20
occurred and the agreement has been approved by Fund shareholders. In reviewing
the impact of the St. Paul Travelers divesture on the respective Sub-Adviser,
the Board considered the same factors as outlined previously with respect to
their review of NAM. As with NAM, the Board concluded that the St. Paul
Travelers divestiture would not affect the nature and quality of services
provided by the respective Sub-Adviser, the terms of the Sub-Advisory Agreement,
including the fees paid thereunder, and would not materially affect the
organization or operations of the Sub-Adviser. Accordingly, the Board determined
that their analysis of the various factors regarding their review and approval
of the respective Sub-Adviser would continue to apply following the change in
control.
G. APPROVAL
The Board Members did not identify any single factor discussed previously as
all-important or controlling. The Board Members, including a majority of
Independent Board Members, concluded that the terms of the Investment Management
and Sub-Advisory Agreements were fair and reasonable, that the respective Fund
Adviser's fees are reasonable in light of the services provided to each Fund,
that the renewal of the NAM Investment Management Agreement and each
Sub-Advisory Agreement should be approved, and that the new, post-change of
control NAM Investment Management Agreement and the Sub-Advisory Agreements be
approved and recommended to shareholders.
3. ELECTION OF BOARD MEMBERS
At each Trust's Meeting, nine (9) Board Members are to be elected to serve until
their successors shall have been duly elected and qualified. Board Members
Bremner, Brown, Evans, Hunter, Kundert, Schneider, Schwertfeger, Stockdale and
Sunshine are nominees for election by all shareholders.
For each Trust, the affirmative vote of a plurality of the shares of the Trust,
all series and classes voting together, present and entitled to vote at the
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 Board Member nominees, except Board Members Hunter, Kundert and
Sunshine, were last elected to each Trust's Board at the special meeting of
shareholders held on July 28, 2003. Mr. Hunter was appointed on May 16, 2004 to
the Board of each Trust. In November 2004, Messrs. Kundert and Sunshine were
appointed to the each Trust's Board effective February 23, 2005. Messrs. Hunter,
Kundert and Sunshine are presented in this Joint Proxy Statement as nominees for
election by shareholders and were nominated by the nominating and governance
committee of each Trust's Board.
Other than Mr. Schwertfeger, none of the Board Member nominees has ever been a
director or an employee of Nuveen, the parent company of NAM, or any affiliate.
21
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW.
BOARD NOMINEES/BOARD MEMBERS
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN OTHER
FUND COMPLEX DIRECTORSHIPS
POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BOARD BOARD
AND BIRTH DATE TRUST TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------
Nominees who are not
interested persons of
the Trusts
Robert P. Bremner Board Term: Private Investor and 154 N/A
c/o Nuveen Member Indefinite Management Consultant.
Investments, Inc. Length of
333 West Wacker Drive Service: Since
Chicago, IL 60606 1996
(8/22/40)
Lawrence H. Brown Board Term: Retired (1989) as Senior 154 See Principal
c/o Nuveen Member Indefinite Vice President of The Occupation
Investments, Inc. Length of Northern Trust Company; Description
333 West Wacker Drive Service: Since Director, Community
Chicago, IL 60606 1993 Advisory Board for
(7/29/34) Highland Park and
Highwood, United Way of
the North Shore (since
2002).
Jack B. Evans Board Term: President, The 154 See Principal
c/o Nuveen Member Indefinite Hall-Perrine Foundation, Occupation
Investments, Inc. Length of a private philanthropic Description
333 West Wacker Drive Service: Since corporation (since 1996);
Chicago, IL 60606 1999 Director and Vice
(10/22/48) Chairman, United Fire
Group, a publicly held
company; Adjunct Faculty
Member, University of
Iowa; Director, Gazette
Companies; Life Trustee
of Coe College; Director,
Iowa College Foundation;
formerly, Director,
Alliant Energy; formerly,
Director, Federal Reserve
Bank of Chicago;
previously, President and
Chief Operating Officer,
SCI Financial Group,
Inc., a regional
financial services firm.
William C. Hunter Board Term: Dean and Distinguished 154 See Principal
c/o Nuveen Member Indefinite Professor of Finance, Occupation
Investments, Inc. Length of School of Business at the Description
333 West Wacker Drive Service: Since University of
Chicago, IL 60606 2004 Connecticut; previously,
(3/6/48) Senior Vice President and
Director of Research at
the Federal Reserve Bank
of Chicago
(1995 -- 2003); Director,
Credit Research Center at
Georgetown University;
Director (since 2004) of
Xerox Corporation, a
publicly held company.
</Table>
22
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN OTHER
FUND COMPLEX DIRECTORSHIPS
POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BOARD BOARD
AND BIRTH DATE TRUST TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------
David J. Kundert Board Term: Retired (2004) as 152 See Principal
c/o Nuveen Member Indefinite Chairman, JPMorgan Occupation
Investments, Inc. Length of Fleming Asset Management, Description
333 West Wacker Drive Service: Since President and CEO, Banc
Chicago, IL 60606 2005 One Investment Advisors
(10/28/42) Corporation, and
President, One Group
Mutual Funds; prior
thereto, Executive Vice
President, Bank One
Corporation and Chairman
and CEO, Banc One
Investment Management
Group; Board of Regents,
Luther College; currently
a member of the American
and Wisconsin Bar
Associations.
William J. Schneider Board Term: Chairman, formerly, 154 See Principal
c/o Nuveen Member Indefinite Senior Partner and Chief Occupation
Investments, Inc. Length of Operating Officer, Description
333 West Wacker Drive Service: Since (retired, December 2004)
Chicago, IL 60606 1996 Miller-Valentine Partners
(9/24/44) Ltd., a real estate
investment company;
formerly, Vice President,
Miller-Valentine Realty,
a construction company;
Director, Chair of the
Finance Committee and
Member of the Audit
Committee of Premier
Health Partners, the
not-for-profit parent
company of Miami Valley
Hospital; President of
the Dayton Philharmonic
Orchestra Association;
Board Member, Regional
Leaders Forum which
promotes cooperation on
economic development
issues; Director and
Immediate Past Chair,
Dayton Development
Coalition; formerly,
Member, Community
Advisory Board, National
City Bank, Dayton, Ohio;
and Business Advisory
Council, Cleveland
Federal Reserve Bank.
Judith M. Stockdale Board Term: Executive Director, 154 N/A
c/o Nuveen Member Indefinite Gaylord and Dorothy
Investments, Inc. Length of Donnelley Foundation
333 West Wacker Drive Service: Since (since 1994); prior
Chicago, IL 60606 1997 thereto, Executive
(12/29/47) Director, Great Lakes
Protection Fund (from
1990 to 1994).
</Table>
23
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN OTHER
FUND COMPLEX DIRECTORSHIPS
POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY
NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BOARD BOARD
AND BIRTH DATE TRUST TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER
- ------------------------------------------------------------------------------------------------------------
Eugene S. Sunshine Board Term: Senior Vice President for 154 See Principal
c/o Nuveen Member Indefinite Business and Finance Occupation
Investments, Inc. Length of (since 1997), Description
333 West Wacker Drive Service: Since Northwestern University;
Chicago, IL 60606 2005 Director (since 2003),
(1/22/50) Chicago Board of Options
Exchange; Director (since
2003), National Mentor
Holdings, a privately-
held, national provider
of home and
community-based services;
Chairman (since 1997),
Board of Directors,
Rubicon, an insurance
company owned by
Northwestern University;
Director (since 1997),
Evanston Chamber of
Commerce and Evanston
Inventure, a business
development organization.
Nominee who is an
interested person of
the Trusts
Timothy R. Chairman of Term: Chairman and Director 154 See Principal
Schwertfeger(2) the Board Indefinite (since 1996) of Nuveen Occupation
333 West Wacker Drive and Board Length of Investments, Inc. and Description
Chicago, IL 60606 Member Service: Since Nuveen Investments, LLC;
(3/28/49) 1996 Chairman and Director
(since 1997) of Nuveen
Asset Management;
Director (since 1996) of
Institutional Capital
Corporation; Chairman and
Director (since 1999) of
Rittenhouse Asset
Management, Inc.;
Chairman of Nuveen
Investments Advisers,
Inc. (since 2002);
Director (from 1992 to
2004) and Chairman (from
1996 to 2004) of Nuveen
Advisory Corp. and Nuveen
Institutional Advisory
Corp.(3)
- ------------------------------------------------------------------------------------------------------------
</Table>
(1) Length of Service indicates the year in which the individual became a Board
Member of a fund in the Nuveen fund complex. Trustees serve an indefinite
term until his/her successor is elected.
(2) "Interested person" as defined in the 1940 Act, by reason of being an
officer and director of each Fund's adviser.
(3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged
into Nuveen Asset Management, effective January 1, 2005.
24
BENEFICIAL OWNERSHIP
The following tables list 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 December 31, 2004.
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I
-------------------------------------------------------------------------------------
ARIZONA COLORADO FLORIDA MARYLAND NEW MEXICO PENNSYLVANIA VIRGINIA
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- ---------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
</Table>
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST II
-----------------------------------------------------------------------------------------------------
NEW NEW NEW
CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS MASSACHUSETTS JERSEY YORK YORK
BOARD MEMBER NOMINEES MUNICIPAL INSURED MUNICIPAL MUNICIPAL INSURED MUNICIPAL MUNICIPAL INSURED
- ------------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0 $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0 0
</Table>
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- -----------------------------------------------------------------------------
MULTISTATE TRUST III
---------------------------------------------
NORTH
GEORGIA LOUISIANA CAROLINA TENNESSEE
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- -----------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
</Table>
25
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- -----------------------------------------------------------------------------------------------------
MULTISTATE TRUST IV
---------------------------------------------------------------------
KANSAS KENTUCKY MICHIGAN MISSOURI OHIO WISCONSIN
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- -----------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0 $0 $0 $0 $0 $0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0
</Table>
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- ---------------------------------------------------------------------------------------------------
MUNICIPAL TRUST
-------------------------------------------------------------------
HIGH YIELD INSURED INTERMEDIATE
BOARD MEMBER NOMINEES ALL-AMERICAN MUNICIPAL MUNICIPAL DURATION LIMITED TERM
- ---------------------------------------------------------------------------------------------------
Robert P. Bremner............. $0- $0 $0 $10,001- $0
$10,000 50,000
Lawrence H. Brown............. 0 10,001- 0 10,001- 0
50,000 50,000
Jack B. Evans................. 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 Over
100,000
Timothy R. Schwertfeger....... 0 0 0 Over 0
100,000
Judith M. Stockdale........... 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0
- ---------------------------------------------------------------------------------------------------
</Table>
26
<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES
- --------------------------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED
INVESTMENT
COMPANIES
INVESTMENT TRUST INVESTMENT TRUST II OVERSEEN BY BOARD
---------------------------------------------- --------------------------- MEMBER NOMINEES
BALANCED BALANCED NWQ IN FAMILY OF
STOCK AND MUNICIPAL LARGE-CAP NWQ MULTI- RITTENHOUSE INTERNATIONAL INVESTMENT
BOARD MEMBER NOMINEES BOND AND STOCK VALUE CAP VALUE GROWTH VALUE COMPANIES(1)
- --------------------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. $10,001- $0 Over $0 $10,001- $0- Over
$50,000 $100,000 $50,000 $10,000 $100,000
Lawrence H. Brown............. 0 50,001- 50,001- 10,001- 0 0 Over
100,000 100,000 50,000 100,000
Jack B. Evans................. 10,001- 0 Over 10,001- Over Over Over
50,000 100,000 50,000 100,000 100,000 100,000
William C. Hunter............. 10,001- 0 0 10,001- 0 10,000- 50,000-
50,000 50,000 50,000 100,000
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 Over 0 Over 0 Over
100,000 100,000 100,000
Timothy R. Schwertfeger....... 0 0 Over Over Over Over Over
100,000 100,000 100,000 100,000 100,000
Judith M. Stockdale........... 0 0 10,001- 10,001- 10,000- 10,000- Over
50,000 50,000 50,000 50,000 100,000
Eugene S. Sunshine............ 0 0 0 0 0 0 50,000-
100,000
- --------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) The amounts reflect the aggregate dollar range of equity securities and the
number of shares beneficially owned by the Board Member in the Funds and in
all Nuveen funds overseen by each Board Member.
The following tables set forth, for each Board Member and for the Board Members
and officers as a group, the amount of shares beneficially owned in each Fund as
of December 31, 2004. The information as to beneficial ownership is based on
statements furnished by each Board Member and officer.
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ----------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I
--------------------------------------------------------------------------------------
ARIZONA COLORADO FLORIDA MARYLAND NEW MEXICO PENNSYLVANIA VIRGINIA
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- ----------------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
</Table>
27
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -------------------------------------------------------------------------------------
MULTISTATE TRUST II
-----------------------------------------------------
BOARD MEMBER CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS
NOMINEES MUNICIPAL INSURED MUNICIPAL MUNICIPAL
- -------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R.
Schwertfeger................. 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP................... 0 0 0 0
<Caption>
FUND SHARES OWNED BY BOARD MEM FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------ --------------------------------------------------
MULTISTATE TRUST II
--------------------------------------------------
BOARD MEMBER MASSACHUSETTS NEW JERSEY NEW YORK NEW YORK
NOMINEES INSURED MUNICIPAL MUNICIPAL INSURED
- ------------------------------ --------------------------------------------------
Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R.
Schwertfeger................. 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP................... 0 0 0 0
</Table>
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ----------------------------------------------------------------------------------
MULTISTATE TRUST III
--------------------------------------------------
GEORGIA LOUISIANA NORTH CAROLINA TENNESSEE
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- ----------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0
Lawrence H. Brown............. 0 0 0 0
Jack B. Evans................. 0 0 0 0
William C. Hunter............. 0 0 0 0
David J. Kundert.............. 0 0 0 0
William J. Schneider.......... 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0
Judith M. Stockdale........... 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0
- ----------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- -----------------------------------------------------------------------------------------------------
MULTISTATE TRUST IV
---------------------------------------------------------------------
KANSAS KENTUCKY MICHIGAN MISSOURI OHIO WISCONSIN
BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL
- -----------------------------------------------------------------------------------------------------
Robert P. Bremner............. 0 0 0 0 0 0
Lawrence H. Brown............. 0 0 0 0 0 0
Jack B. Evans................. 0 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 0 0
Timothy R. Schwertfeger....... 0 0 0 0 0 0
Judith M. Stockdale........... 0 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 0 0 0 0 0 0
</Table>
28
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ---------------------------------------------------------------------------------------------------
MUNICIPAL TRUST
-------------------------------------------------------------------
HIGH YIELD INSURED INTERMEDIATE
BOARD MEMBER NOMINEES ALL-AMERICAN MUNICIPAL MUNICIPAL DURATION LIMITED TERM
- ---------------------------------------------------------------------------------------------------
Robert P. Bremner............. 243 0 0 1,767 0
Lawrence H. Brown............. 0 1,003 0 1,463 0
Jack B. Evans................. 0 0 0 0 0
William C. Hunter............. 0 0 0 0 0
David J. Kundert.............. 0 0 0 0 0
William J. Schneider.......... 0 0 0 0 17,096
Timothy R. Schwertfeger....... 0 0 0 169,172 0
Judith M. Stockdale........... 0 0 0 0 0
Eugene S. Sunshine............ 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 10,578 3,173 822 189,908 17,096
- ---------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1)
- ------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST INVESTMENT TRUST II
---------------------------------------------- ---------------------------
BALANCED BALANCED NWQ
STOCK AND MUNICIPAL LARGE-CAP NWQ MULTI- RITTENHOUSE INTERNATIONAL
BOARD MEMBER NOMINEES BOND AND STOCK VALUE CAP VALUE GROWTH VALUE
- ------------------------------------------------------------------------------------------------------------
Robert P. Bremner............. 482 0 5,449 0 1,032 210
Lawrence H. Brown............. 0 1,000 3,485 1,036 0 0
Jack B. Evans................. 793 0 5,473 1,539 5,059 4,152
William C. Hunter............. 930 0 0 1,241 0 531
David J. Kundert.............. 0 0 0 0 0 0
William J. Schneider.......... 0 0 16,198 0 20,277 0
Timothy R. Schwertfeger....... 0 0 25,484 84,648 12,278 41,776
Judith M. Stockdale........... 0 0 797 1,492 1,175 1,220
Eugene S. Sunshine............ 0 0 0 0 0 0
ALL BOARD MEMBERS AND OFFICERS
AS A GROUP.................. 11,838 1,000 98,083 106,194 124,826 70,403
- ------------------------------------------------------------------------------------------------------------
</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 December 31, 2004, Board Members and executive officers as a group
beneficially owned 1,196,807 shares of all funds managed by the Adviser
(includes deferred units described below and shares held by executive officers
in Nuveen's 401(k)/profit sharing plan). Each Board Member's individual
beneficial shareholdings of each Fund constituted less than 1% of the
outstanding shares of each class of shares for each Fund. As of May 20, 2005,
the Board Members and executive officers as a group beneficially owned less than
1% of the outstanding Shares of each Fund. As of May 20, 2005, no shareholder
beneficially owned more than 5% of any class of shares of any Fund, except as
stated in Appendix I.
29
COMPENSATION
For all Nuveen funds, Independent Board Members receive an $85,000 annual
retainer plus (a) a fee of $2,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per
day for attendance in person where such in-person attendance is required and
$500 per day for attendance by telephone or in person where in-person attendance
is not required at a special, non-regularly scheduled board meeting; (c) a fee
of $1,000 per day for attendance in person at an audit committee or compliance,
risk management and regulatory oversight committee meeting where in-person
attendance is required and $500 per day for compliance, risk management and
regulatory oversight committee attendance by telephone or in person where
in-person attendance is not required and $750 per day for audit committee
attendance by telephone or in person where in-person attendance is not required;
(d) a fee of $500 per day for attendance in person or by telephone for a meeting
of the dividend committee; and (e) a fee of $500 per day for attendance in
person at all other committee meetings (including ad hoc committee meetings and
shareholder meetings) on a day on which no regularly scheduled board meeting is
held in which in-person attendance is required and $250 per day for attendance
by telephone or in person at such meetings where in-person attendance is not
required, plus, in each case, expenses incurred in attending such meetings. In
addition to the payments described above, the chairperson of each committee of
the Board (except the dividend committee and executive committee) receives
$5,000 as an addition to the annual retainer paid to such individuals. When ad
hoc committees are organized, the Board may provide for additional compensation
to be paid to the members of such committees. The annual retainer, fees and
expenses are allocated among the funds managed by the Adviser, on the basis of
relative net asset sizes although fund management may, in its discretion,
establish a minimum amount to be allocated to each fund. The Board Member
affiliated with Nuveen and the Adviser serves without any compensation from the
Funds.
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 his or her fees. Each of the Funds except Arizona
Municipal, Colorado Municipal, Maryland Municipal, New Mexico Municipal,
Pennsylvania Municipal, Virginia Municipal, Georgia Municipal, Louisiana
Municipal, North Carolina Municipal, Massachusetts Municipal, Massachusetts
Insured, New Jersey Municipal, Kansas Municipal, Wisconsin Municipal, NWQ
International Value and NWQ Multi-Cap Value are Participating Funds.
The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each 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 the
Adviser for the calendar year ended 2004.
30
Mr. Schwertfeger, a Board Member who is an interested person of the Funds, does
not receive any compensation from the Funds or any Nuveen funds.
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I............ $[ ] $[ ] $[ ] $[ ] N/A $[ ] $[ ] N/A
Arizona Municipal........... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Colorado Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Florida Municipal........... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Maryland Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
New Mexico Municipal........ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Pennsylvania Municipal...... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Virginia Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST II........... $[ ] $[ ] $[ ] $[ ] N/A $[ ] $[ ] N/A
California Municipal........ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
California Insured.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Connecticut Municipal....... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Massachusetts Municipal..... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Massachusetts Insured....... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
New Jersey Municipal........ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
New York Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
New York Insured............ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- -----------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- -----------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III.......... $[ ] $[ ] $[ ] $[ ] N/A $[ ] $[ ] N/A
Georgia Municipal........... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Louisiana Municipal......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
North Carolina Municipal.... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Tennessee Municipal......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST IV........... $[ ] $[ ] $[ ] $[ ] N/A $[ ] $[ ] N/A
Kansas Municipal............ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Kentucky Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Michigan Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Missouri Municipal.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Ohio Municipal.............. [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Wisconsin Municipal......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
</Table>
31
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL TRUST............... $ [ ] $ [ ] $ [ ] $ [ ] N/A $ [ ] $ [ ] N/A
All-American................ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
High Yield Municipal........ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Insured Municipal........... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Intermediate Duration....... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Limited Term................ [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST.............. $ [ ] $ [ ] $ [ ] $ [ ] N/A $ [ ] $ [ ] N/A
Balanced Stock and Bond..... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Balanced Municipal and
Stock..................... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
Large-Cap Value............. [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
NWQ Multi-Cap Value......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
</Table>
<Table>
<Caption>
AGGREGATE COMPENSATION FROM THE FUNDS(2)
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II........... $ [ ] $ [ ] $ [ ] $ [ ] N/A $ [ ] $ [ ] N/A
Rittenhouse Growth.......... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
NWQ International Value..... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
TOTAL COMPENSATION FROM
NUVEEN FUNDS PAID TO BOARD
MEMBERS................... [ ] [ ] [ ] [ ] N/A [ ] [ ] N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) In November 2004, Messrs. Kundert and Sunshine were appointed to each
Trust's Board, effective February 23, 2005.
(2) Includes deferred fees. Pursuant to a deferred compensation agreement with
certain of the Funds, deferred amounts are treated as though an equivalent
dollar amount has been invested in shares of one or more eligible Nuveen
funds. Total deferred fees for the Funds (including the return from the
assumed investment in the eligible Nuveen funds) payable are:
<Table>
<Caption>
DEFERRED FEES
- ---------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
- ---------------------------------------------------------------------------------------------------------------------------------
Florida Municipal........... $128 $0 $176 $133 N/A $744 $171 N/A
California Municipal........ 83 0 146 577 N/A 480 138 N/A
California Insured.......... 83 0 145 575 N/A 478 138 N/A
Connecticut Municipal....... 91 0 160 633 N/A 528 152 N/A
New York Municipal.......... 108 0 188 748 N/A 622 179 N/A
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
32
<Table>
<Caption>
DEFERRED FEES
- ---------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
- ---------------------------------------------------------------------------------------------------------------------------------
New York Insured............ $116 $0 $204 $808 N/A $674 $195 N/A
Tennessee Municipal......... 148 0 221 134 N/A 844 164 N/A
Kentucky Municipal.......... 178 0 249 192 N/A 1,030 236 N/A
Michigan Municipal.......... 97 0 134 101 N/A 562 129 N/A
Missouri Municipal.......... 42 0 83 103 N/A 264 59 N/A
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
DEFERRED FEES
- ---------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
- ---------------------------------------------------------------------------------------------------------------------------------
Ohio Municipal.............. $213 $0 $295 $226 N/A $1,232 $283 N/A
All-American................ 91 0 178 802 N/A 599 195 N/A
High Yield Municipal........ 223 0 464 2,054 N/A 1,556 526 N/A
Insured Municipal........... 237 0 465 2,094 N/A 1,565 508 N/A
Intermediate Duration....... 707 0 1,386 6,249 N/A 4,670 1,515 N/A
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
DEFERRED FEES
- ---------------------------------------------------------------------------------------------------------------------------------
ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S.
FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE
- ---------------------------------------------------------------------------------------------------------------------------------
Limited Term................ $225 $0 $439 $1,984 N/A $1,482 $480 N/A
Balanced Stock and Bond..... 25 0 80 25 N/A 140 22 N/A
Balanced Municipal and
Stock..................... 37 0 123 36 N/A 206 32 N/A
Large-Cap Value............. 223 0 714 232 N/A 1,261 197 N/A
Rittenhouse Growth.......... 187 0 345 291 N/A 1,035 142 N/A
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
Nuveen maintains a charitable matching contributions program to encourage the
active support and involvement of individuals in the civic activities of their
community. The Independent Board Members of the funds managed by the Adviser are
eligible to participate in the matching contributions program of Nuveen. Under
the matching contributions program, Nuveen will match the personal contributions
of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum
amount of $10,000 during any calendar year.
COMMITTEES
The Board of each Trust has five standing committees: the executive committee,
the audit committee, the nominating and governance committee, the dividend
committee and the compliance, risk management and regulatory oversight
committee.
Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve
as members of the executive committee 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,
is limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive
33
committee) and (ii) matters of an administrative or ministerial nature. The
number of executive committee meetings of each Trust held during the Trust's
last fiscal year is shown in Appendix J.
Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current
members of the dividend committee of each Trust. The dividend committee is
authorized to declare distributions on the Trust's shares including, but not
limited to, regular and special dividends, capital gains and ordinary income
distributions. The number of dividend committee meetings of each Trust held
during the Trust's last fiscal year is shown in Appendix J.
Lawrence H. Brown, William C. Hunter, David J. Kundert, William J. Schneider,
Chair, and Judith M. Stockdale are current members of the compliance, risk
management and regulatory oversight committee of each Trust. The compliance,
risk management and regulatory oversight committee is responsible for the
oversight of compliance issues, risk management, and other regulatory matters
affecting the Trusts which are not otherwise the jurisdiction of the other Board
committees. As part of its duties regarding compliance matters, the committee
was responsible during 2004 for the oversight of the Pricing Procedures of the
Funds and the internal Valuation Group. The number of compliance, risk
management and regulatory oversight committee meetings of each Trust held during
the Trust's last fiscal year is shown in Appendix J.
Each Trust's Board has an audit committee, established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, composed
of Independent Board Members. Robert P. Bremner, Lawrence H. Brown, Jack B.
Evans, Chair, William J. Schneider and Eugene S. Sunshine are current members of
the audit committee of each Trust. The audit committee is responsible for the
oversight and monitoring of (1) the accounting and reporting policies, processes
and practices and the audit of the financial statements of the Trusts, (2) the
quality and integrity of the financial statements of the Trusts, and (3) the
independent auditors' qualifications, performance and independence. The audit
committee reviews the work and any recommendations of the Trusts' independent
auditors. Based on such review, it is authorized to make recommendations to the
Board. Commencing in 2005, the audit committee is responsible for the oversight
of the Pricing Procedures of the Funds and the internal Valuation Group. The
Boards adopted an Audit Committee Charter. A copy of the Audit Committee Charter
is attached to the proxy statement as Appendix K. The number of audit committee
meetings of each Trust held during the Trust's last fiscal year is shown in
Appendix J.
Each Trust has a nominating and governance committee composed entirely of Board
Members who are not "interested persons" (as that term is defined in the 1940
Act) of the Funds. Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans,
William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale
and Eugene S. Sunshine are current members of the nominating and governance
committee of each Trust. The purpose of the nominating and governance committee
is to seek, identify and recommend to the Board qualified candidates for
election or appointment to each Trust's Board. In addition, the committee
oversees matters of corporate governance, including the evaluation of Board
performance and processes, and assignment and rotation of committee members, and
the establishment of corporate governance guidelines and procedures, to the
extent necessary or desirable. The committee operates under a written charter
adopted and approved by the Boards, a copy of which is attached to the proxy
statement as Appendix L. The nominating and governance committee charter is also
available on the Funds' website at
34
http://www.nuveen.com/mf/products/fundGovernance.aspx. The number of nominating
and governance committee meetings of each Trust held during the Trust's last
fiscal year is shown in Appendix J.
The nominating and governance committee looks to many sources for
recommendations of qualified Board members, including current Board Members,
employees of the Adviser, current shareholders of the Funds, third party sources
and any other persons or entities that may be deemed necessary or desirable by
the committee. Shareholders of the Funds who wish to nominate a candidate to
their Trust's Board should mail information to the attention of Lorna Ferguson,
Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois 60606. This information must include evidence of Fund
ownership of the person or entity recommending the candidate, a full listing of
the proposed candidate's education, experience, current employment, date of
birth, names and addresses of at least three professional references,
information as to whether the candidate is an "interested person" (as such term
is defined in the 1940 Act) in relation to the Trust and such other information
that would be helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information regarding candidates
will be forwarded to the chairman of the nominating and governance committee and
the outside counsel to the Independent Board Members. Recommendations for
candidates to the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board expects any vacancies.
All nominations from Fund shareholders will be acknowledged, although there may
be times when the committee is not actively recruiting new Board members. In
those circumstances nominations will be kept on file until active recruitment is
under way.
The nominating and governance committee sets appropriate standards and
requirements for nominations to the Board. In considering a candidate's
qualifications, each candidate must meet certain basic requirements, including
relevant skills and experience, time availability and, if qualifying as a
non-"interested person" candidate, independence from the Adviser or other
service providers. These experience requirements may vary depending on the
current composition of the Board, since the goal is to ensure an appropriate
range of skills and experience, in the aggregate. All candidates must meet high
expectations of personal integrity, governance experience and professional
competence that are assessed on the basis of personal interviews,
recommendations, or direct knowledge by committee members. The committee may use
any process it deems appropriate for the purpose of evaluating candidates, which
process may include, without limitation, personal interviews, background checks,
written submissions by the candidates and third party references. There is no
difference in the manner in which the nominating and governance committee
evaluates nominees when the nominee is submitted by a shareholder. The
nominating and governance committee reserves the right to make the final
selection regarding the nomination of any prospective Board member.
The number of regular quarterly meetings and special meetings held by the Board
of each Trust during the Trust's last fiscal year is shown in Appendix J. During
the last fiscal year, each Board Member attended 75% or more of each Trust's
Board meetings and the committee meetings (if a member thereof) held during the
period for which such Board Member was a Board Member.
35
THE OFFICERS
The following table sets forth information as of May 1, 2005 with respect to
each officer of the Trusts 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 are elected by the Board on
an annual basis to serve until successors are elected and qualified.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
- -------------------------------------------------------------------------------------------------------
Gifford R. Zimmerman Chief Term: Annual Managing Director 154
333 West Wacker Drive Administrative Length of Service: (since 2002), Assistant
Chicago, IL 60606 Officer Since 1988 Secretary and Associate
(9/9/56) General Counsel,
formerly, Vice
President of Nuveen
Investments, LLC;
Managing Director
(since 2002), Assistant
Secretary and Associate
General Counsel,
formerly Vice President
of Nuveen Asset
Management; Managing
Director (since 2004)
and Assistant Secretary
(since 1994) of Nuveen
Investments, Inc.;
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
2003); previously,
Managing Director (from
2002 to 2004), General
Counsel and Assistant
Secretary, formerly,
Vice President of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.; ** Chartered
Financial Analyst.
Julia L. Antonatos Vice President Term: Annual Managing Director 154
333 West Wacker Drive Length of Service: (since 2005),
Chicago, IL 60606 Since 2004 previously, Vice
(9/22/63) President (since 2002),
formerly, Assistant
Vice President (since
1999) of Nuveen
Investments, LLC;
Chartered Financial
Analyst.
</Table>
36
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
- -------------------------------------------------------------------------------------------------------
Michael T. Atkinson Vice President Term: Annual Vice President (since 154
333 West Wacker Drive and Assistant Length of Service: 2002), formerly
Chicago, IL 60606 Secretary Since 2002 Assistant Vice
(2/3/66) President (from 2000),
previously, Associate
of Nuveen Investments,
LLC.
Peter H. D'Arrigo Vice President Term: Annual Vice President of 154
333 West Wacker Drive and Treasurer Length of Service: Nuveen Investments, LLC
Chicago, IL 60606 Since 1999 (since 1999); prior
(11/28/67) thereto, Assistant Vice
President (from 1997);
Vice President and
Treasurer (since 1999)
of Nuveen Investments,
Inc.; Vice President
and Treasurer of Nuveen
Asset Management (since
2002) and of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Treasurer of
NWQ Investments
Management Company,
LLC. (since 2002); Vice
President and Treasurer
of Nuveen Rittenhouse
Asset Management, Inc.
(since 2003); Vice
President and Treasurer
(from 1999 to 2004) of
Nuveen Advisory Corp.
and Nuveen
Institutional Advisory
Corp.; ** Chartered
Financial Analyst.
Jessica R. Droeger Vice President Term: Annual Vice President (since 154
333 West Wacker Drive and Secretary Length of Service: 2002) and Assistant
Chicago, IL 60606 Since 1998 General Counsel (since
(9/24/64) 1998), formerly
Assistant Vice
President (from 1998)
of Nuveen Investments,
LLC; Vice President and
Assistant Secretary
(since 2005) of Nuveen
Asset Management; Vice
President (from 2002 to
2004) and Assistant
Secretary (from 1998 to
2004), formerly,
Assistant Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.**
</Table>
37
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
- -------------------------------------------------------------------------------------------------------
Lorna C. Ferguson Vice President Term: Annual Managing Director 154
333 West Wacker Drive Length of Service: (since 2004),
Chicago, IL 60606 Since 1998 previously, Vice
(10/24/45) President of Nuveen
Investments, LLC;
previously, Managing
Director (2004),
formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.**
William M. Fitzgerald Vice President Term: Annual Managing Director of 154
333 West Wacker Drive Length of Service: Nuveen Asset Management
Chicago, IL 60606 Since 1995 (since 2001); Vice
(3/2/64) President of Nuveen
Investments Advisers
Inc. (since 2002);
Managing Director (from
2001 to 2004),
formerly, Vice
President of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;**
Chartered Financial
Analyst.
Stephen D. Foy Vice President Term: Annual Vice President (since 154
333 West Wacker Drive and Controller Length of Service: 1993) and Funds
Chicago, IL 60606 Since 1993 Controller (since 1998)
(5/31/54) of Nuveen Investments,
LLC; Vice President
(since 1998) and
formerly, Funds
Controller of Nuveen
Investments, Inc.;
Certified Public
Accountant.
James D. Grassi Vice President Term: Annual Vice President and 154
333 West Wacker Drive and Chief Length of Service: Deputy Director of
Chicago, IL 60606 Compliance Since 2004 Compliance (since 2004)
(4/13/56) Officer of Nuveen Investments,
LLC, Nuveen Investments
Advisers Inc., Nuveen
Asset Management and
Rittenhouse Asset
Management, Inc.;
previously, Vice
President and Deputy
Director of Compliance
(2004) of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.;**
formerly, Senior
Attorney (1994 to
2004), The Northern
Trust Company.
</Table>
38
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
- -------------------------------------------------------------------------------------------------------
David J. Lamb Vice President Term: Annual Vice President of 154
333 West Wacker Drive Length of Service: Nuveen Investments, LLC
Chicago, IL 60606 Since 2000 (since 2000); prior
(3/22/63) thereto, Assistant Vice
President (from 1999);
formerly Associate of
Nuveen Investments,
LLC; Certified Public
Accountant.
Tina M. Lazar Vice President Term: Annual Vice President of 154
333 West Wacker Drive Length of Service: Nuveen Investments, LLC
Chicago, IL 60606 Since 2002 (since 1999); prior
(8/27/61) thereto, Assistant Vice
President (since 1993)
of Nuveen Investments,
LLC.
</Table>
39
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN
NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX
AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER
- -------------------------------------------------------------------------------------------------------
Larry W. Martin Vice President Term: Annual Vice President, 154
333 West Wacker Drive and Assistant Length of Service: Assistant Secretary and
Chicago, IL 60606 Secretary Since 1988 Assistant General
(7/27/51) Counsel of Nuveen
Investments, LLC; Vice
President, Assistant
General Counsel and
Assistant Secretary of
Nuveen Investments,
Inc.; Vice President
(since 2005) and
Assistant Secretary
(since 1997) of Nuveen
Asset Management; Vice
President (since 2000),
Assistant Secretary and
Assistant General
Counsel (since 1998) of
Rittenhouse Asset
Management, Inc.; Vice
President and Assistant
Secretary of Nuveen
Investments Advisers
Inc. (since 2002);
Assistant Secretary of
NWQ Investment
Management Company,
LLC. (since 2002);
previously, Vice
President and Assistant
Secretary of Nuveen
Advisory Corp. and
Nuveen Institutional
Advisory Corp.**
</Table>
- --------------------------------------------------------------------------------
* Length of Service indicates the year the individual became an officer of a
fund in the Nuveen fund complex.
** Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were organized
into Nuveen Asset Management, effective January 1, 2005.
APPOINTMENT OF INDEPENDENT AUDITORS
Each Board has appointed PricewaterhouseCoopers LLP, independent registered
public accounting firm, 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 Meetings 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 each Trust, Nuveen, the Adviser or any other investment company
sponsored by Nuveen.]
40
AUDIT AND RELATED FEES. The following table provides the aggregate fees billed
by PricewaterhouseCoopers LLP during each Trust's last two fiscal years (i) to
each Fund for services provided to the Funds and (ii) to the Adviser and certain
entities controlling, controlled by, or under common control with the Adviser
that provide ongoing services to each Fund ("Adviser Entities") for engagements
directly related to the operations and financial reporting of each Fund.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
--------------- --------------------------------- ---------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
--------------- --------------- --------------- --------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
- -------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I
Arizona Municipal............. $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Colorado Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Florida Municipal............. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Maryland Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
New Mexico Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Pennsylvania Municipal........ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Virginia Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
I........................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
MULTISTATE TRUST II
California Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
California Insured............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Connecticut Municipal......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Massachusetts Municipal....... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Massachusetts Insured......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
New Jersey Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
New York Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
New York Insured.............. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
II.......................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
<Caption>
- -------------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER AND
ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2003 2004 2003 2004
- -------------------------------- ---------------------------------
MULTISTATE TRUST I
Arizona Municipal............. $[ ] $[ ] $[ ] $[ ]
Colorado Municipal............ [ ] [ ] [ ] [ ]
Florida Municipal............. [ ] [ ] [ ] [ ]
Maryland Municipal............ [ ] [ ] [ ] [ ]
New Mexico Municipal.......... [ ] [ ] [ ] [ ]
Pennsylvania Municipal........ [ ] [ ] [ ] [ ]
Virginia Municipal............ [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
I........................... [ ] [ ] [ ] [ ]
MULTISTATE TRUST II
California Municipal.......... [ ] [ ] [ ] [ ]
California Insured............ [ ] [ ] [ ] [ ]
Connecticut Municipal......... [ ] [ ] [ ] [ ]
Massachusetts Municipal....... [ ] [ ] [ ] [ ]
Massachusetts Insured......... [ ] [ ] [ ] [ ]
New Jersey Municipal.......... [ ] [ ] [ ] [ ]
New York Municipal............ [ ] [ ] [ ] [ ]
New York Insured.............. [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
II.......................... [ ] [ ] [ ] [ ]
</Table>
41
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
--------------- --------------------------------- ---------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
--------------- --------------- --------------- --------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
- -------------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III
Georgia Municipal............. $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Louisiana Municipal........... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
North Carolina Municipal...... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Tennessee Municipal........... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
III......................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
MULTISTATE TRUST IV
Kansas Municipal.............. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Kentucky Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Michigan Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Missouri Municipal............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Ohio Municipal................ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Wisconsin Municipal........... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
IV.......................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
MUNICIPAL TRUST
All-American.................. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
High Yield Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Insured Municipal............. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Intermediate Duration......... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Limited Term.................. [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MUNICIPAL TRUST..... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
<Caption>
- -------------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER AND
ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2003 2004 2003 2004
- -------------------------------- ---------------------------------
MULTISTATE TRUST III
Georgia Municipal............. $[ ] $[ ] $[ ] $[ ]
Louisiana Municipal........... [ ] [ ] [ ] [ ]
North Carolina Municipal...... [ ] [ ] [ ] [ ]
Tennessee Municipal........... [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
III......................... [ ] [ ] [ ] [ ]
MULTISTATE TRUST IV
Kansas Municipal.............. [ ] [ ] [ ] [ ]
Kentucky Municipal............ [ ] [ ] [ ] [ ]
Michigan Municipal............ [ ] [ ] [ ] [ ]
Missouri Municipal............ [ ] [ ] [ ] [ ]
Ohio Municipal................ [ ] [ ] [ ] [ ]
Wisconsin Municipal........... [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST
IV.......................... [ ] [ ] [ ] [ ]
MUNICIPAL TRUST
All-American.................. [ ] [ ] [ ] [ ]
High Yield Municipal.......... [ ] [ ] [ ] [ ]
Insured Municipal............. [ ] [ ] [ ] [ ]
Intermediate Duration......... [ ] [ ] [ ] [ ]
Limited Term.................. [ ] [ ] [ ] [ ]
TOTAL FOR MUNICIPAL TRUST..... [ ] [ ] [ ] [ ]
</Table>
42
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------------
AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3)
--------------- --------------------------------- ---------------------------------
ADVISER AND ADVISER AND
ADVISER ADVISER
FUND FUND ENTITIES FUND ENTITIES
--------------- --------------- --------------- --------------- ---------------
FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
- -------------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and Bond....... $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Balanced Municipal and
Stock....................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Large-Cap Value............... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
NWQ Multi-Cap Value........... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST.... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
INVESTMENT TRUST II
Rittenhouse Growth............ [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
NWQ International Value....... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST
II.......................... [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
<Caption>
- -------------------------------- ---------------------------------
ALL OTHER FEES(4)
---------------------------------
ADVISER AND
ADVISER
FUND ENTITIES
--------------- ---------------
FISCAL FISCAL FISCAL FISCAL
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
2003 2004 2003 2004
- -------------------------------- ---------------------------------
INVESTMENT TRUST
Balanced Stock and Bond....... $[ ] $[ ] $[ ] $[ ]
Balanced Municipal and
Stock....................... [ ] [ ] [ ] [ ]
Large-Cap Value............... [ ] [ ] [ ] [ ]
NWQ Multi-Cap Value........... [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST.... [ ] [ ] [ ] [ ]
INVESTMENT TRUST II
Rittenhouse Growth............ [ ] [ ] [ ] [ ]
NWQ International Value....... [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST
II.......................... [ ] [ ] [ ] [ ]
</Table>
- --------------------------------------------------------------------------------
(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of the Fund's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.
(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees."
(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning.
(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
43
NON-AUDIT FEES. The following table provides the aggregate non-audit fees billed
by PricewaterhouseCoopers LLP for services rendered to each Fund, the Adviser
and the Adviser Entities during each Fund's last two fiscal years.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
- ----------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I
Arizona Municipal................ $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Colorado Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
Florida Municipal................ [ ] [ ] [ ] [ ] [ ] [ ]
Maryland Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
New Mexico Municipal............. [ ] [ ] [ ] [ ] [ ] [ ]
Pennsylvania Municipal........... [ ] [ ] [ ] [ ] [ ] [ ]
Virginia Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST I..... [ ] [ ] [ ] [ ] [ ] [ ]
MULTISTATE TRUST II
California Municipal............. [ ] [ ] [ ] [ ] [ ] [ ]
California Insured............... [ ] [ ] [ ] [ ] [ ] [ ]
Connecticut Municipal............ [ ] [ ] [ ] [ ] [ ] [ ]
Massachusetts Municipal.......... [ ] [ ] [ ] [ ] [ ] [ ]
Massachusetts Insured............ [ ] [ ] [ ] [ ] [ ] [ ]
New Jersey Municipal............. [ ] [ ] [ ] [ ] [ ] [ ]
New York Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
New York Insured................. [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST II.... [ ] [ ] [ ] [ ] [ ] [ ]
<Caption>
- ----------------------------------- -------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004
- ----------------------------------- -------------------------
MULTISTATE TRUST I
Arizona Municipal................ $[ ] $[ ]
Colorado Municipal............... [ ] [ ]
Florida Municipal................ [ ] [ ]
Maryland Municipal............... [ ] [ ]
New Mexico Municipal............. [ ] [ ]
Pennsylvania Municipal........... [ ] [ ]
Virginia Municipal............... [ ] [ ]
TOTAL FOR MULTISTATE TRUST I..... [ ] [ ]
MULTISTATE TRUST II
California Municipal............. [ ] [ ]
California Insured............... [ ] [ ]
Connecticut Municipal............ [ ] [ ]
Massachusetts Municipal.......... [ ] [ ]
Massachusetts Insured............ [ ] [ ]
New Jersey Municipal............. [ ] [ ]
New York Municipal............... [ ] [ ]
New York Insured................. [ ] [ ]
TOTAL FOR MULTISTATE TRUST II.... [ ] [ ]
</Table>
44
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
- ----------------------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III
Georgia Municipal................ $[ ] $[ ] $[ ] $[ ] $[ ] $[ ]
Louisiana Municipal.............. [ ] [ ] [ ] [ ] [ ] [ ]
North Carolina Municipal......... [ ] [ ] [ ] [ ] [ ] [ ]
Tennessee Municipal.............. [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST III... [ ] [ ] [ ] [ ] [ ] [ ]
MULTISTATE TRUST IV
Kansas Municipal................. [ ] [ ] [ ] [ ] [ ] [ ]
Kentucky Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
Michigan Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
Missouri Municipal............... [ ] [ ] [ ] [ ] [ ] [ ]
Ohio Municipal................... [ ] [ ] [ ] [ ] [ ] [ ]
Wisconsin Municipal.............. [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MULTISTATE TRUST IV.... [ ] [ ] [ ] [ ] [ ] [ ]
MUNICIPAL TRUST
All-American..................... [ ] [ ] [ ] [ ] [ ] [ ]
High Yield Municipal............. [ ] [ ] [ ] [ ] [ ] [ ]
Insured Municipal................ [ ] [ ] [ ] [ ] [ ] [ ]
Intermediate Duration............ [ ] [ ] [ ] [ ] [ ] [ ]
Limited Term..................... [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR MUNICIPAL TRUST........ [ ] [ ] [ ] [ ] [ ] [ ]
<Caption>
- ----------------------------------- -------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004
- ----------------------------------- -------------------------
MULTISTATE TRUST III
Georgia Municipal................ $[ ] $[ ]
Louisiana Municipal.............. [ ] [ ]
North Carolina Municipal......... [ ] [ ]
Tennessee Municipal.............. [ ] [ ]
TOTAL FOR MULTISTATE TRUST III... [ ] [ ]
MULTISTATE TRUST IV
Kansas Municipal................. [ ] [ ]
Kentucky Municipal............... [ ] [ ]
Michigan Municipal............... [ ] [ ]
Missouri Municipal............... [ ] [ ]
Ohio Municipal................... [ ] [ ]
Wisconsin Municipal.............. [ ] [ ]
TOTAL FOR MULTISTATE TRUST IV.... [ ] [ ]
MUNICIPAL TRUST
All-American..................... [ ] [ ]
High Yield Municipal............. [ ] [ ]
Insured Municipal................ [ ] [ ]
Intermediate Duration............ [ ] [ ]
Limited Term..................... [ ] [ ]
TOTAL FOR MUNICIPAL TRUST........ [ ] [ ]
</Table>
45
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NON-AUDIT FEES
BILLED TO ADVISER AND
ADVISER ENTITIES
(ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES
DIRECTLY TO THE BILLED TO ADVISER AND
TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES
BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS)
------------------------- ------------------------- -------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004
- ----------------------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and Bond.......... $ [ ] $ [ ] $ [ ] $ [ ] $ [ ] $ [ ]
Balanced Municipal and Stock..... [ ] [ ] [ ] [ ] [ ] [ ]
Large-Cap Value.................. [ ] [ ] [ ] [ ] [ ] [ ]
NWQ Multi-Cap Value.............. [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST....... [ ] [ ] [ ] [ ] [ ] [ ]
INVESTMENT TRUST II
Rittenhouse Growth............... [ ] [ ] [ ] [ ] [ ] [ ]
NWQ International Value.......... [ ] [ ] [ ] [ ] [ ] [ ]
TOTAL FOR INVESTMENT TRUST II.... [ ] [ ] [ ] [ ] [ ] [ ]
<Caption>
- ----------------------------------- -------------------------
TOTAL
-------------------------
FISCAL YEAR FISCAL YEAR
ENDED 2003 ENDED 2004
- ----------------------------------- -------------------------
INVESTMENT TRUST
Balanced Stock and Bond.......... $ [ ] $ [ ]
Balanced Municipal and Stock..... [ ] [ ]
Large-Cap Value.................. [ ] [ ]
NWQ Multi-Cap Value.............. [ ] [ ]
TOTAL FOR INVESTMENT TRUST....... [ ] [ ]
INVESTMENT TRUST II
Rittenhouse Growth............... [ ] [ ]
NWQ International Value.......... [ ] [ ]
TOTAL FOR INVESTMENT TRUST II.... [ ] [ ]
</Table>
46
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit
committee must approve each Fund's independent auditor's engagements (i) with
the Fund for audit or non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates directly to the
operations and financial reporting of the Fund. Regarding tax and research
projects conducted by the independent auditors for each Fund and the Adviser and
Adviser Entities (with respect to the operations and financial reporting of each
Fund), such engagements will be (i) pre-approved by the audit committee if they
are expected to be for amounts greater than $10,000; (ii) reported to the audit
committee chairman for his verbal approval prior to engagement if they are
expected to be for amounts under $10,000 but greater than $5,000; and (iii)
reported to the audit committee at the next audit committee meeting if they are
expected to be for an amount under $5,000.
[For engagements with PricewaterhouseCoopers LLP entered into on or after May 6,
2003, the audit committee approved in advance all audit services and non-audit
services that PricewaterhouseCoopers LLP provided to each Fund and to the
Adviser and Adviser Entities (with respect to the operations and financial
reporting of each Fund).] [None of the services rendered by
PricewaterhouseCoopers LLP to each Fund or the Adviser or Adviser Entities were
pre-approved by the audit committee pursuant to the pre-approval exception under
Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.] [The audit
committee has considered whether the provision of non-audit services rendered by
PricewaterhouseCoopers LLP to the Adviser and Adviser Entities that were not
required to be pre-approved by the audit committee is compatible with
maintaining PricewaterhouseCoopers LLP's independence.]
ADDITIONAL INFORMATION
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.
SHAREHOLDER PROPOSALS
The Trusts generally do not 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 proposal to the Trust
at 333 West Wacker Drive, Chicago, Illinois 60606. Proposals must be received a
reasonable time before a Trust begins to print and mail its proxy materials for
the meeting.
SHAREHOLDER COMMUNICATIONS
Shareholders who want to communicate with the Board or any individual Board
Member should write their Fund to the attention of Lorna Ferguson, Manager of
Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. The letter should
47
indicate that you are a Fund shareholder. If the communication is intended for a
specific Board Member and so indicates it will be sent only to that Board
Member. If a communication does not indicate a specific Board Member it will be
sent to the chair of the nominating and governance committee and the outside
counsel to the Independent Board Members for further distribution as deemed
appropriate by such persons.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement and all other costs in connection with the
solicitation of proxies will be paid 70% by Nuveen and 30% by the Funds
(allocated among the Funds based on relative net assets). Solicitation may be
made by letter or telephone by officers or employees of Nuveen or the Adviser,
or by dealers and their representatives.
FISCAL YEAR
The last fiscal year end for all Funds in Multistate Trust I, Multistate Trust
III and Multistate Trust IV was May 31, 2004. The last fiscal year end for all
Funds in Investment Trust was June 30, 2004. The last fiscal year end for all
Funds in Investment Trust II was July 31, 2004. The last fiscal year end for all
Funds in Multistate Trust II was February 28, 2005. The last fiscal year end for
all Funds in Municipal Trust was April 30, 2005.
ANNUAL REPORT DELIVERY
Annual reports will be sent to shareholders of record of each Fund following
each Fund's fiscal year end. Each Fund 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 Fund 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 the Meetings. However, if other
matters are properly presented to the Meetings 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 Fund.
A list of shareholders entitled to be present and to vote at each Meeting will
be available at the offices of the Funds, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any
48
shareholder during regular business hours beginning ten days prior to the date
of the Meetings.
Failure of a quorum to be present at any Meeting will necessitate adjournment
and will subject that Fund to additional expense. The persons named in the
enclosed proxy may also move for an adjournment of any 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.
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
, 2005
49
APPENDIX A
DATES RELATING TO
ORIGINAL INVESTMENT MANAGEMENT AGREEMENTS(1)
<Table>
<Caption>
- ---------------------------------------------------------------------------------------
DATE ORIGINAL
DATE ORIGINAL INVESTMENT
INVESTMENT MANAGEMENT
DATE OF ORIGINAL MANAGEMENT AGREEMENT WAS LAST
INVESTMENT AGREEMENT WAS LAST APPROVED FOR
MANAGEMENT APPROVED BY CONTINUANCE BY
TRUST AGREEMENT SHAREHOLDERS BOARD
- ---------------------------------------------------------------------------------------
Multistate Trust I February 1,1997 December 20, 1996 May 16, 2004
Multistate Trust II February 1, 1997 December 20, 1996 May 16, 2004
Multistate Trust III February 1, 1997 December 20, 1996 May 16, 2004
Multistate Trust IV February 1, 1997 December 20, 1996 May 16, 2004
Municipal Trust February 1, 1997 December 20, 1996 May 16, 2004
Investment Trust July 29, 1996 July 29, 1996 May 16, 2004
Investment Trust II October 31, 1997 November 12, 1997 May 16, 2004
- ---------------------------------------------------------------------------------------
</Table>
(1) The Original Investment Management Agreement for each Trust is with Nuveen
Advisory Corp. ("NAC") or Nuveen Institutional Advisory Corp. ("NIAC").
Effective January 1, 2005, NAC and NIAC were merged into NAM. As a result,
NAC and NIAC became a part of NAM and ceased to exist separately. NAM
assumed all of NAC and NIAC's obligations under the Original Investment
Management Agreements. Like NAC and NIAC, NAM is a wholly-owned subsidiary
of Nuveen. The merger did not constitute a change in control. There was no
change in who manages the Funds or in the Funds' investment objectives or
policies as a result of the merger.
A-1
APPENDIX B
[INSERT FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT]
B-1
APPENDIX C
COMPLEX-LEVEL FEE RATES
<Table>
<Caption>
- ------------------------------------------------------------------------
COMPLEX DAILY NET ASSETS FEE RATE
- ------------------------------------------------------------------------
First $55 billion 0.2000%
Next $1 billion 0.1800%
Next $1 billion 0.1600%
Next $3 billion 0.1425%
Next $3 billion 0.1325%
Next $3 billion 0.1250%
Next $5 billion 0.1200%
Next $5 billion 0.1175%
Next $15 billion 0.1150%
- ------------------------------------------------------------------------
</Table>
FUND-LEVEL FEE RATES AND AGGREGATE MANAGEMENT FEES PAID DURING LAST FISCAL YEAR
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
MULTISTATE TRUST I
Arizona Municipal For the first $125 million 0.3000% $ 582,234
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Colorado Municipal For the first $125 million 0.3000% $ 240,310
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
</Table>
C-1
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
Florida Municipal For the first $125 million 0.3000% $ 1,893,315
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Maryland Municipal For the first $125 million 0.3000% $ 588,624
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
New Mexico
Municipal For the first $125 million 0.3000% $ 307,485
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Pennsylvania
Municipal For the first $125 million 0.3000% $ 874,232
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Virginia Municipal For the first $125 million 0.3000% $ 1,341,301
For the next $125 million 0.2875%
For the first $250 million 0.2750%
For the first $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
- --------------------------------------------------------------------------------------------------------
</Table>
C-2
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
MULTISTATE TRUST II
California
Municipal For the first $125 million 0.3500% $ 1,425,821
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
California Insured For the first $125 million 0.3500% $ 1,464,608
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
Connecticut
Municipal For the first $125 million 0.3500% $ 1,646,931
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
Massachusetts
Municipal For the first $125 million 0.3500% $ 596,651
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
</Table>
C-3
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
Massachusetts
Insured For the first $125 million 0.3500% $ 530,374
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
New Jersey
Municipal For the first $125 million 0.3500% $ 935,776
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
New York Municipal For the first $125 million 0.3500% $ 1,816,547
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
New York Insured For the first $125 million 0.3500% $ 2,042,599
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For net assets over $5 billion 0.2500%
- --------------------------------------------------------------------------------------------------------
</Table>
C-4
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
MULTISTATE TRUST III
Georgia Municipal For the first $125 million 0.3500% $ 899,307
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Louisiana Municipal For the first $125 million 0.3500% $ 677,995
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
North Carolina
Municipal For the first $125 million 0.3500% $ 1,214,930
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Tennessee Municipal For the first $125 million 0.3500% $ 1,850,557
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
- --------------------------------------------------------------------------------------------------------
</Table>
C-5
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
MULTISTATE TRUST IV
Kansas Municipal For the first $125 million 0.3500% $ 754,591
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Kentucky Municipal For the first $125 million 0.3500% $ 2,642,597
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Michigan Municipal For the first $125 million 0.3500% $ 1,449,792
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Missouri Municipal For the first $125 million 0.3500% $ 1,435,603
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
</Table>
C-6
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
Ohio Municipal For the first $125 million 0.3500% $ 3,119,661
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
Wisconsin Municipal For the first $125 million 0.3500% $ 273,705
For the next $125 million 0.3375%
For the next $250 million 0.3250%
For the next $500 million 0.3125%
For the next $1 billion 0.3000%
For the next $3 billion 0.2750%
For assets over $5 billion 0.2500%
- --------------------------------------------------------------------------------------------------------
MUNICIPAL TRUST
All-American For the first $125 million 0.3000% $ 1,709,991
For the next $125 million 0.2875%
For the next $250 million 0.2750%
For the next $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
High Yield
Municipal For the first $125 million 0.4000% $ 2,065,153
For the next $125 million 0.3875%
For the next $250 million 0.3750%
For the next $500 million 0.3625%
For the next $1 billion 0.3500%
For net assets over $2 billion 0.3250%
Insured Municipal For the first $125 million 0.3000% $ 4,499,174
For the next $125 million 0.2875%
For the next $250 million 0.2750%
For the next $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
</Table>
C-7
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
Intermediate
Duration For the first $125 million 0.3000% $12,722,332
For the next $125 million 0.2875%
For the next $250 million 0.2750%
For the next $500 million 0.2625%
For the next $1 billion 0.2500%
For the next $3 billion 0.2250%
For net assets over $5 billion 0.2125%
Limited Term For the first $125 million 0.2500% $ 3,815,874
For the next $125 million 0.2375%
For the next $250 million 0.2250%
For the next $500 million 0.2125%
For the next $1 billion 0.2000%
For the next $3 billion 0.1750%
For net assets over $5 billion 0.1625%
- --------------------------------------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and
Bond For the first $125 million 0.5500% $ 407,756(3)
For the next $125 million 0.5375%
For the next $250 million 0.5250%
For the next $500 million 0.5125%
For the next $1 billion 0.5000%
For net assets over $2 billion 0.4750%
Balanced Municipal
and Stock For the first $125 million 0.5500% $ 666,642(4)
For the next $125 million 0.5375%
For the next $250 million 0.5250%
For the next $500 million 0.5125%
For the next $1 billion 0.5000%
For net assets over $2 billion 0.4750%
Large-Cap Value For the first $125 million 0.6500% $ 4,753,246
For the next $125 million 0.6375%
For the next $250 million 0.6250%
For the next $500 million 0.6125%
For the next $1 billion 0.6000%
For net assets over $2 billion 0.5750%
</Table>
C-8
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
FEES PAID TO
THE ADVISER
FUND AVERAGE DAILY DURING LAST NET ASSETS
FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) AS OF 5/1/05
- --------------------------------------------------------------------------------------------------------
NWQ Multi-Cap Value For the first $125 million 0.6500% $ 634,131
For the next $125 million 0.6375%
For the next $250 million 0.6250%
For the next $500 million 0.6125%
For the next $1 billion 0.6000%
For net assets over $2 billion 0.5750%
- --------------------------------------------------------------------------------------------------------
INVESTMENT TRUST II
Rittenhouse Growth For the first $125 million 0.6500% $ 2,439,673(5)
For the next $125 million 0.6375%
For the next $250 million 0.6250%
For the next $500 million 0.6125%
For the next $1 billion 0.6000%
For net assets over $2 billion 0.5750%
NWQ International
Value For the first $125 million 0.8500% $ 344,155
For the next $125 million 0.8375%
For the next $250 million 0.8250%
For the next $500 million 0.8125%
For the next $1 billion 0.8000%
For net assets over $2 billion 0.7750%
- --------------------------------------------------------------------------------------------------------
</Table>
(1) The fee rates shown above went into effect on August 1, 2004. Prior to
August 1, 2004, the investment management fee paid by each Fund was
calculated using the above fund-level fee rates plus 0.20% at each
breakpoint asset level. There was no complex-level component of the
investment management fee.
(2) Prior to January 1, 2005, investment management services were provided to
the Funds by Nuveen Advisory Corp. ("NAC") or Nuveen Institutional Advisory
Corp. ("NIAC"). Effective January 1, 2005, NAC and NIAC were merged into
NAM. As a result, NAC and NIAC became a part of NAM and ceased to exist
separately. Prior to the reorganization, management fees were paid to NAC or
NIAC. Currently and under the New Investment Management Agreements, all
management fees will be paid to NAM. Like NAM, NAC and NIAC were wholly-
owned subsidiaries of Nuveen.
(3) Amount is net of expense reimbursements by NIAC. NIAC waived fees and
reimbursed expenses of $71,482 during the Fund's last fiscal year.
(4) Amount is net of expense reimbursements by NIAC. NIAC waived fees and
reimbursed expenses of $31,826 during the Fund's last fiscal year.
(5) Amount is net of expense reimbursements by NIAC. NIAC waived fees and
reimbursed expenses of $155,774 during the Fund's last fiscal year.
C-9
APPENDIX D
OFFICERS AND DIRECTORS OF
NUVEEN ASSET MANAGEMENT ("NAM")
WHO ARE NOT OFFICERS OR BOARD MEMBERS OF THE TRUSTS
<Table>
<Caption>
- --------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
John P. Amboian President and Director of Nuveen Investments, Inc., Nuveen
Asset Management, Nuveen Investments, LLC, Rittenhouse
Asset Management, Inc., Nuveen Investments Advisors Inc.
and Nuveen Investments Holdings, Inc.
Alan Berkshire Senior Vice President, Secretary and General Counsel of
Nuveen Investments, Inc., Nuveen Asset Management, Nuveen
Investments, LLC, Rittenhouse Asset Management, Inc. and
Nuveen Investments Holdings, Inc.; Senior Vice President
and Secretary of Nuveen Investments Advisors Inc.;
Assistant Secretary of NWQ Investment Management Company,
LLC and Secretary of Symphony Asset Management, LLC.
Mary E. Keefe Managing Director of Nuveen Investments, Inc.; Managing
Director and Chief Compliance Officer of Nuveen
Investments, LLC, Nuveen Asset Management, Nuveen
Investments Advisors Inc., Nuveen Investments Institutional
Services Group LLC and Rittenhouse Asset Management, Inc.
Margaret E.
Wilson Senior Vice President, Finance of Nuveen Investments, Inc.,
Nuveen Asset Management, Nuveen Investments, LLC,
Rittenhouse Asset Management, Inc., Nuveen Investments
Advisors Inc. and Nuveen Investments Holdings, Inc.
- --------------------------------------------------------------------------------
</Table>
D-1
APPENDIX E
DATES RELATING TO SUB-ADVISORY AGREEMENTS
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------
DATE ORIGINAL
DATE ORIGINAL SUB-ADVISORY
SUB-ADVISORY AGREEMENT WAS
DATE OF ORIGINAL AGREEMENT WAS LAST APPROVED
SUB- SUB-ADVISORY LAST APPROVED FOR CONTINUANCE
TRUST/FUND ADVISER AGREEMENT BY SHAREHOLDERS BY BOARD
- ----------------------------------------------------------------------------------------------------
INVESTMENT TRUST
Balanced Stock and
Bond ICAP May 16, 1996 July 29, 1996 May 16, 2004
Balanced Municipal and
Stock ICAP May 16, 1996 July 29, 1996 May 16, 2004
Large-Cap Value ICAP May 16, 1996 July 29, 1996 May 16, 2004
NWQ Multi-Cap Value NWQ August 15, 2002 December 5, 2002 May 16, 2004
INVESTMENT TRUST II
NWQ International
Value NWQ October 4, 2002 October 4, 2002 May 16, 2004
Rittenhouse Growth Rittenhouse October 31, 1997 November 12, 1997 May 16, 2004
- ----------------------------------------------------------------------------------------------------
</Table>
E-1
APPENDIX F
[INSERT FORM OF NEW SUB-ADVISORY AGREEMENT]
F-1
APPENDIX G
SUB-ADVISORY FEE RATES AND AGGREGATE SUB-ADVISORY
FEES PAID
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------
FEE RATE
-----------------------------------------------
ASSETS OF ALL
THE NUVEEN
SPONSORED
INVESTMENT EQUITY FIXED-INCOME FEES PAID TO THE
PRODUCTS PORTFOLIO PORTFOLIO SUB-ADVISER
MANAGED MANAGEMENT MANAGEMENT DURING LAST NET ASSETS
TRUST FUND SUB-ADVISER BY ICAP(1) FEE FEE FISCAL YEAR AS OF 5/1/05
- ------------------------------------------------------------------------------------------------------------------
Investment Balanced ICAP For the first 0.35% 0.20% $ 176,690
Trust Stock $500 million
and
Bond
For the next $500 0.30% 0.15%
million
For assets over 0.25% 0.12%
$1 billion
Investment Balanced ICAP For the first 0.35% 0.20% $ 110,539
Trust Municipal $500 million
and
Stock
For the next $500 0.30% 0.15%
million
For assets over 0.25% 0.12%
$1 billion
Investment Large- ICAP For the first 0.35% 0.20% $ 1,938,157
Trust Cap $500 million
Value
For the next $500 0.30% 0.15%
million
For assets over 0.25% 0.12%
$1 billion
</Table>
G-1
<Table>
<Caption>
FEES PAID
TO THE
SUB-ADVISER NET ASSETS
SUB- DURING LAST AS OF
TRUST FUND ADVISER FEE RATE FISCAL YEAR 5/1/05
- -----------------------------------------------------------------------------------------------
Investment Trust NWQ Multi- NWQ 50% of the advisory fee $281,867
Cap Value paid to NAM for its
service to the Fund (net
of any waivers,
reimbursement payments,
supermarket fees and
alliance fees waived,
reimbursed or paid by
NAM in respect of the
Fund)
Investment Trust II NWQ NWQ 50% of the advisory fee $156,102
International paid to NAM for its
Value service to the Fund (net
of any waivers,
reimbursement payments,
supermarket fees and
alliance fees waived,
reimbursed or paid by
NAM in respect of the
Fund)
</Table>
<Table>
<Caption>
FEE RATE
----------------------------- FEES PAID
TO THE
DAILY NET ASSETS SUB-ADVISER NET ASSETS
SUB- OF RITTENHOUSE % OF DAILY DURING LAST AS OF
TRUST FUND ADVISER GROWTH NET ASSETS FISCAL YEAR 5/1/05
- ---------------------------------------------------------------------------------------------------
Investment Trust II Rittenhouse Ritten- For the first 0.35% $1,081,212
Growth house $500 million
For assets over 0.30%
$500 million
</Table>
- --------------------------------------------------------------------------------
(1) NAM pays ICAP a portfolio management fee based on the average daily market
value of all the Nuveen-sponsored investment products for which it serves as
portfolio manager. NAM pays ICAP separate portfolio management fees for the
equity and fixed-income portions of the Funds' assets, if applicable,
according to the above schedule.
G-2
FEE RATES AND NET ASSETS OF OTHER FUNDS ADVISED BY SUB-ADVISERS
WITH SIMILAR INVESTMENT OBJECTIVES AS THE SUB-ADVISED FUNDS
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------
FEE RATE
---------------------------------
FUND AVERAGE NET ASSETS
SUB-ADVISER SIMILAR FUND DAILY NET ASSETS FEE RATE AS OF 5/1/05
- -----------------------------------------------------------------------------------------------
[ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ]
</Table>
G-3
APPENDIX H
OFFICERS AND DIRECTORS OF SUB-ADVISERS
WHO ARE NOT OFFICERS OR BOARD MEMBERS OF THE TRUSTS
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
SUB-ADVISER NAME AND ADDRESS PRINCIPAL OCCUPATION
- -----------------------------------------------------------------------------------------
ICAP Pamela H. Conroy Senior Vice President and Director of
225 West Wacker Drive Institutional Capital Corporation;
Chicago, IL 60606 Vice President, Treasurer and
Director of ICAP Funds, Inc.
Donald D. Niemann Executive Vice President and Director
225 West Wacker Drive of Institutional Capital Corporation;
Chicago, IL 60606 Vice President, Secretary and
Director of ICAP Funds, Inc.
Gary S. Maurer 225 West Wacker Executive Vice President and Director
Drive Chicago, IL 60606 of Institutional Capital Corporation;
Director of ICAP Funds, Inc.
NWQ Michael C. Mendez Chief Executive Officer of NWQ;
2049 Century Park East, 4th Floor Investment Management Company, LLC;
Los Angeles, CA 90067 President and Director of NWQ
Investment Management Company, Inc.
Jon D. Bosse, CFA Chief Investment Officer and Managing
2049 Century Park East, 4th Floor Director of NWQ Investment Management
Los Angeles, CA 90067 Company, LLC; Managing Director and
Portfolio Manager of NWQ Investment
Management Company, Inc.
Edward C. Friedel, CFA Senior Managing Director of NWQ
2049 Century Park East, 4th Floor Investment Management Company, LLC;
Los Angeles, CA 90067 Managing Director of NWQ Investment
Management Company, Inc.
Rittenhouse John P. Amboian President and Director of Nuveen
Five Radnor Corporate Center Investments, Inc., Nuveen Asset
Radnor, PA 19087-9570 Management, Nuveen Investments, LLC,
Rittenhouse Asset Management, Inc.,
Nuveen Investments Advisors Inc. and
Nuveen Investments Holdings, Inc.
Alan G. Berkshire Senior Vice President, Secretary and
333 W. Wacker Drive General Counsel of Nuveen
Chicago, IL 60606 Investments, Inc., Nuveen Asset
Management, Nuveen Investments, LLC,
Rittenhouse Asset Management, Inc.
and Nuveen Investments Holdings,
Inc.; Senior Vice President and
Secretary of Nuveen Investments
Advisors Inc.; Assistant Secretary of
NWQ Investment Management Company,
LLC and Secretary of Symphony Asset
Management, LLC.
James J. Jolinger Director of Research of Rittenhouse
Five Radnor Corporate Center Asset Management, Inc.
Radnor, PA 19087
Mary E. Keefe Managing Director of Nuveen
333 W. Wacker Drive Investments, Inc.; Managing Director
Chicago, IL 60606 and Chief Compliance Officer of
Nuveen Investments, LLC, Nuveen Asset
Management, Nuveen Investments
Advisors Inc., Nuveen Investments
Institutional Services Group LLC and
Rittenhouse Asset Management, Inc.
</Table>
H-1
<Table>
<Caption>
- -----------------------------------------------------------------------------------------
SUB-ADVISER NAME AND ADDRESS PRINCIPAL OCCUPATION
- -----------------------------------------------------------------------------------------
Michael H. Lewers Managing Director of Rittenhouse
Five Radnor Corporate Center Asset Management, Inc.
Radnor, PA 19087
Daniel C. Roarty Managing Director of Rittenhouse
Five Radnor Corporate Center Asset Management, Inc.
Radnor, PA 19087
John P. Waterman Chief Investment Officer of
Five Radnor Corporate Center Rittenhouse Asset Management, Inc.
Radnor, PA 19087
Margaret E. Wilson Senior Vice President, Finance of
333 W. Wacker Drive Nuveen Investments, Inc., Nuveen
Chicago, IL 60606 Asset Management, Nuveen Investments,
LLC, Rittenhouse Asset Management,
Inc., Nuveen Investments Advisors
Inc. and Nuveen Investments Holdings,
Inc.
Margaret S. Woolley Vice President and Director of
Five Radnor Corporate Center Trading of Rittenhouse Asset
Radnor, PA 19087 Management, Inc.
</Table>
H-2
APPENDIX I
BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------
NAME AND
ADDRESS OF NUMBER OF
FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED PERCENT OF CLASS
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</Table>
I-1
APPENDIX J
NUMBER OF BOARD AND COMMITTEE MEETINGS
HELD DURING EACH TRUST'S LAST FISCAL YEAR
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------
COMPLIANCE RISK NOMINATING AND
REGULAR SPECIAL EXECUTIVE DIVIDEND MANAGEMENT AND AUDIT GOVERNANCE
BOARD BOARD COMMITTEE COMMITTEE REGULATORY OVERSIGHT COMMITTEE COMMITTEE
TRUST MEETING MEETING MEETING MEETING COMMITTEE MEETING MEETING MEETING
- --------------------------------------------------------------------------------------------------------------------
Multistate Trust I
(except Florida
Municipal).......... 4 6 0 4 3 5 4
Florida Municipal... 4 6 0 3 4 5 4
Multistate Trust
II.................. 4 8 0 4 4 4 5
Multistate Trust
III................. 4 6 0 4 3 5 4
Multistate Trust
IV.................. 4 6 0 4 3 5 4
Municipal Trust...... 4 6 0 4 3 4 5
Investment Trust
(except Balanced
Municipal and
Stock).............. 4 8 0 0 3 4 4
Balanced Municipal
and Stock......... 4 8 0 3 3 4 4
Investment Trust
II.................. 3 9 0 0 4 4 3
- --------------------------------------------------------------------------------------------------------------------
</Table>
J-1
APPENDIX K
NUVEEN MANAGEMENT INVESTMENT COMPANIES
AUDIT COMMITTEES CHARTER
Revised February, 2004
ORGANIZATION AND MEMBERSHIP
There shall be a committee of each Board of Directors/Trustees (the "Board") of
the Nuveen Management Investment Companies (the "Funds" or, individually, a
"Fund") to be known as the Audit Committee. The Audit Committee shall be
comprised of at least three Directors/ Trustees. Audit Committee members shall
be independent of the Funds and free of any relationship that, in the opinion of
the Directors/Trustees, would interfere with their exercise of independent
judgment as an Audit Committee member. In particular, each member must meet the
independence and experience requirements applicable to the Funds of the New York
Stock Exchange, the American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Each such member of the
Audit Committee shall have a basic understanding of finance and accounting, be
able to read and understand fundamental financial statements, and be financially
literate, and at least one such member shall have accounting or related
financial management expertise, in each case as determined by the
Directors/Trustees, exercising their business judgment (this person may also
serve as the Audit Committee's "financial expert" as defined by the Commission).
The Board shall appoint the members and the Chairman of the Audit Committee, on
the recommendation of the Nominating and Governance Committee. The Audit
Committee shall meet periodically but in any event no less frequently than on a
semi-annual basis. Except for the Funds, Audit Committee members shall not serve
simultaneously on the audit committees of more than two other public companies.
STATEMENT OF POLICY, PURPOSE AND PROCESSES
The Audit Committee shall assist the Board in oversight and monitoring of (1)
the accounting and reporting policies, processes and practices, and the audits
of the financial statements, of the Funds, (2) the quality and integrity of the
financial statements of the Funds, (3) the Funds' compliance with legal and
regulatory requirements, and (4) the independent auditors' qualifications,
performance and independence. In doing so, the Audit Committee shall seek to
maintain free and open means of communication among the Directors/Trustees, the
independent auditors, the internal auditors and the management of the Funds. The
Audit Committee shall meet periodically with Fund management, the Funds'
internal auditor, and the Funds' independent auditors, in separate executive
sessions. The Audit Committee shall prepare reports of the Audit Committee as
required by the Commission to be included in the Fund's annual proxy statements
or otherwise.
The Audit Committee shall have the authority and resources in its discretion to
retain special legal, accounting or other consultants to advise the Audit
Committee and to otherwise discharge its responsibilities, including appropriate
funding as determined by the Audit Committee for compensation to independent
auditors engaged for the purpose of preparing
K-1
or issuing an audit report or performing other audit, review or attest services
for a Fund, compensation to advisers employed by the Audit Committee, and
ordinary administrative expenses of the Audit Committee that are necessary or
appropriate in carrying out its duties, as determined in its discretion. The
Audit Committee may request any officer or employee of Nuveen Investments, Inc.
(or its affiliates) (collectively, "Nuveen") or the Funds' independent auditors
or outside counsel to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee. The Funds' independent
auditors and internal auditors shall have unrestricted accessibility at any time
to Committee members.
RESPONSIBILITIES
Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting, disclosure and internal control.
The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. Each independent auditor engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest services
for the Funds shall report directly to the Audit Committee. The independent
auditors are ultimately accountable to the Board and the Audit Committee. It is
the ultimate responsibility of the Audit Committee to select, appoint, retain,
evaluate, oversee and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required. The Audit
Committee responsibilities may not be delegated to any other Committee or the
Board.
The Audit Committee is responsible for the following:
With respect to Fund financial statements:
1. Reviewing and discussing the annual audited financial statements and
semi-annual financial statements with Fund management and the
independent auditors including major issues regarding accounting and
auditing principles and practices, and the Funds' disclosures in its
periodic reports under "Management's Discussion and Analysis."
2. Requiring the independent auditors to deliver to the Chairman of the
Audit Committee a timely report on any issues relating to the
significant accounting policies, management judgments and accounting
estimates or other matters that would need to be communicated under
Statement on Auditing Standards (SAS) No. 90, Audit Committee
Communications (which amended SAS No. 61, Communication with Audit
Committees), that arise during the auditors' review of the Funds'
financial statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as deemed
necessary or appropriate in the Chairman's judgment.
3. Discussing with management the Funds' press releases regarding
financial results and dividends, as well as financial information and
earnings guidance provided to analysts and rating agencies. This
discussion may be done generally, consisting of discussing the types
of information to be disclosed and the types of presentations to be
made. The Chairman of the Audit Committee
K-2
shall be authorized to have these discussions with management on
behalf of the Audit Committee.
4. Discussing with management and the independent auditors (a)
significant financial reporting issues and judgments made in
connection with the preparation and presentation of the Funds'
financial statements, including any significant changes in the Funds'
selection or application of accounting principles and any major
issues as to the adequacy of the Funds' internal controls and any
special audit steps adopted in light of material control
deficiencies, and (b) analyses prepared by Fund management and/or the
independent auditor setting forth significant financial reporting
issues and judgments made in connection with the preparation of the
financial statements, including analyses of the effects of
alternative GAAP methods on the financial statements.
5. Discussing with management and the independent auditors the effect of
regulatory and accounting initiatives on the Funds' financial
statements.
6. Reviewing and discussing reports, both written and oral, from the
independent auditors and/or Fund management regarding (a) all
critical accounting policies and practices to be used; (b) all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative treatments
and disclosures, and the treatment preferred by the independent
auditors; and (c) other material written communications between the
independent auditors and management, such as any management letter or
schedule of unadjusted differences.
7. Discussing with Fund management the Funds' major financial risk
exposures and the steps management has taken to monitor and control
these exposures, including the Funds' risk assessment and risk
management policies and guidelines. In fulfilling its obligations
under this paragraph, the Audit Committee may review in a general
manner the processes other Board committees have in place with
respect to risk assessment and risk management.
8. Reviewing disclosures made to the Audit Committee by the Funds'
principal executive officer and principal financial officer during
their certification process for the Funds' periodic reports about any
significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the
Funds' internal controls.
With respect to the independent auditors:
1. Selecting, appointing, retaining or replacing the independent
auditors, subject, if applicable, only to Board and shareholder
ratification; and compensating, evaluating and overseeing the work of
the independent auditor (including the resolution of disagreements
between Fund management and the independent auditor regarding
financial reporting).
K-3
2. Meeting with the independent auditors and Fund management to review
the scope, fees, audit plans and staffing for the audit, for the
current year. At the conclusion of the audit, reviewing such audit
results, including the independent auditors' evaluation of the Funds'
financial and internal controls, any comments or recommendations of
the independent auditors, any audit problems or difficulties and
management's response, including any restrictions on the scope of the
independent auditor's activities or on access to requested
information, any significant disagreements with management, any
accounting adjustments noted or proposed by the auditor but not made
by the Fund, any communications between the audit team and the audit
firm's national office regarding auditing or accounting issues
presented by the engagement, any significant changes required from
the originally planned audit programs and any adjustments to the
financial statements recommended by the auditors.
3. Pre-approving all audit services and permitted non-audit services,
and the terms thereof, to be performed for the Funds by their
independent auditors, subject to the de minimis exceptions for
non-audit services described in Section 10A of the Exchange Act that
the Audit Committee approves prior to the completion of the audit, in
accordance with any policies or procedures relating thereto as
adopted by the Board or the Audit Committee. The Chairman of the
Audit Committee shall be authorized to give pre-approvals of such
non-audit services on behalf of the Audit Committee.
4. Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may be
amended, restated, modified or replaced) regarding (a) the
independent auditor's internal quality-control procedures; (b) any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within the
preceding five years, respecting one or more independent audits
carried out by the firm; (c) any steps taken to deal with any such
issues; and (d) all relationships between the independent auditor and
the Funds and their affiliates, in order to assist the Audit
committee in assessing the auditor's independence. After reviewing
the foregoing report[s] and the independent auditor's work throughout
the year, the Audit Committee shall be responsible for evaluating the
qualifications, performance and independence of the independent
auditor and their compliance with all applicable requirements for
independence and peer review, and a review and evaluation of the lead
partner, taking into account the opinions of Fund management and the
internal auditors, and discussing such reports with the independent
auditors. The Audit Committee shall present its conclusions with
respect to the independent auditor to the Board.
5. Reviewing any reports from the independent auditors mandated by
Section 10A(b) of the Exchange Act regarding any illegal act detected
by the independent auditor (whether or not perceived to have a
material effect on the Funds' financial statements) and obtaining
from the independent auditors any information about illegal acts in
accordance with Section 10A(b).
K-4
6. Ensuring the rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law, and further
considering the rotation of the independent auditor firm itself.
7. Establishing and recommending to the Board for ratification policies
for the Funds', Fund management or the Fund adviser's hiring of
employees or former employees of the independent auditor who
participated in the audits of the Funds.
8. Taking, or recommending that the Board take, appropriate action to
oversee the independence of the outside auditor.
With respect to any internal auditor:
1. Reviewing the proposed programs of the internal auditor for the
coming year. It is not the obligation or responsibility of the Audit
Committee to confirm the independence of any Nuveen internal auditors
performing services relating to the Funds or to approve any
termination or replacement of the Nuveen Manager of Internal Audit.
2. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed
internal audit plan for the Funds, with explanations for significant
deviations from the original plan.
Other responsibilities:
1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
adviser's counsel and independent counsel to the Board legal matters
that may have a material impact on the Fund's financial statements or
compliance policies.
2. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.
3. Reviewing with the independent auditors, with any internal auditor
and with Fund management, the adequacy and effectiveness of the
accounting and financial controls of the Funds, and eliciting any
recommendations for the improvement of internal control procedures or
particular areas where new or more detailed controls or procedures
are desirable. Particular emphasis should be given to the adequacy of
such internal controls to expose payments, transactions or procedures
that might be deemed illegal or otherwise improper.
4. Reviewing the reports of examinations by regulatory authorities as
they relate to financial statement matters.
5. Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that raises
material issues regarding the Funds' financial statements or
accounting policies.
6. Obtaining reports from management with respect to the Funds' policies
and procedures regarding compliance with applicable laws and
regulations.
7. Reporting regularly to the Board on the results of the activities of
the Audit Committee, including any issues that arise with respect to
the quality or
K-5
integrity of the Funds' financial statements, the Funds' compliance
with legal or regulatory requirements, the performance and
independence of the Funds' independent auditors, or the performance
of the internal audit function.
8. Performing any special reviews, investigations or oversight
responsibilities requested by the Board.
9. Reviewing and reassessing annually the adequacy of this charter and
recommending to the Board approval of any proposed changes deemed
necessary or advisable by the Audit Committee.
10. Undertaking an annual review of the performance of the Audit
Committee.
11. Establishing procedures for the receipt, retention and treatment of
complaints received by the Funds regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission of concerns regarding questionable accounting or
auditing matters by employees of Fund management, the investment
adviser, administrator, principal underwriter, or any other provider
of accounting related services for the Funds, as well as employees of
the Funds.
Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
K-6
APPENDIX L
AMENDED AND RESTATED
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
I. NOMINATING AND GOVERNANCE COMMITTEE: MEMBERSHIP AND PURPOSE
The Nominating and Governance Committee shall be composed entirely of
independent directors of the Board with one independent director elected as
chair of the committee. The term "independent director" as used in this Charter
means any director or trustee who is not an "interested person" of the Funds as
such term is defined in the Investment Company Act of 1940, as amended, and any
rules or regulations adopted thereunder (the "1940 Act").
The purpose of the Committee is to seek, identify and recommend to the Board
qualified candidates for election or appointment to the Funds' Board of
Directors, and matters related thereto. In addition, the Committee oversees
matters of corporate governance, including the evaluation of Board performance
and processes, and assignment and rotation of Committee members, the
establishment of corporate governance guidelines and procedures, to the extent
necessary or desirable, and matters related thereto.
II. BOARD: SELECTION AND TENURE
A. The Committee shall periodically review the composition of the
Board of Directors, including its size and mix of skills,
experience, and background.
B. The Committee shall, as part of the recruitment process, and with
the assistance of its counsel, define and clarify the duties and
responsibilities of Board members. In performing this function, the
Committee shall consider, among other things, legal and fiduciary
duties; expectations regarding preparation, attendance, and
participation at meetings; fund ownership; and limitations on
investments.
C. The Committee shall make nominations for director membership on the
Board of Directors, with input from various sources as the
committee deems necessary. The Committee shall evaluate the members
of the current Board of Directors and identify, recruit and
evaluate candidates for Board membership, including evaluation of
their independence from the Funds' investment adviser and other
principal service providers, including any affiliates of such
persons, if applicable. The Committee shall consider the effect of
any relationships beyond those delineated in the 1940 Act and any
other applicable federal securities laws and regulations and rules
and regulations of self-regulatory organizations that might impair
their independence, e.g., business, financial or family
relationships with the Funds' investment adviser and service
providers, including any affiliates of such persons.
D. The Committee shall review on an annual basis questionnaires
completed by all directors regarding their independence.
L-1
E. The Committee shall periodically review and make recommendations
with regard to the tenure of the directors, including term limits
and/or age limits.
F. The Committee shall look to many sources for recommendations of
qualified directors. These sources shall include current
directors, members of the management company, current security
holders of the Funds, third party sources and any other persons or
entities as may be deemed necessary or desirable by the Committee.
The Committee may, but shall not be required to, develop and
establish additional material elements of the foregoing policy in
furtherance of the objectives and elements currently stated
therein.
G. The Committee may, but shall not be required to, establish
necessary or desirable minimum qualifications to be possessed by
all nominees and may also establish specific qualities or skills to
be possessed by one or more directors.
III. COMMITTEES: SELECTION AND REVIEW
A. Subject to the approval of the full Board, the Committee shall
review committee assignments at least annually and make nominations
for director membership on all committees. The committee shall also
recommend to the full Board the chair of each committee.
B. The Committee shall periodically review and make recommendations to
the full Board regarding the responsibilities and charters of any
committee (other than the Audit Committee) of the Board, the
continuing need for each committee, the need for additional
committees, and the need or desire to combine or reorganize
committees.
IV. BOARD: EDUCATION AND OPERATIONS
A. The Committee shall periodically review and make recommendations
concerning continuing education for incumbent directors and
appropriate orientation materials and procedures for new directors.
B. The Committee shall periodically review and make recommendations
concerning the organization of Board of Directors meetings,
including the frequency, timing, content, and agendas of the
meetings.
C. The Committee shall evaluate the performance of the Board at least
annually, with a view towards enhancing its effectiveness.
D. The Committee shall establish a process by which security holders
will be able to communicate in writing with members of the Board of
Directors via regular mail. The Manager of Fund Board Relations, or
such other person designated by the Committee, shall assist the
Committee in developing and implementing this process. The process
will also provide that the Manager of Fund Board Relations, or such
other person designated by the Committee, will be appointed to
administer the operations of the communications process established
hereunder. Written communications to directors should be
L-2
addressed to the Funds at the address of the principal offices of
the Funds, which currently is 333 West Wacker Drive, Chicago,
Illinois 60606. If the communication is intended for a specific
director and so indicated it will be sent only to that director. If
a communication does not indicate a specific director it will be
sent to the Chair of the Committee and the outside counsel to the
independent directors for further distribution as deemed
appropriate by such persons. The Committee is hereby authorized to
oversee the administration, implementation and maintenance of this
communications process and further develop and refine this process
as deemed necessary or desirable by the Committee.
E. The Committee shall establish a policy relating to attendance by
directors at annual meetings of the Funds.
V. OTHER POWERS AND RESPONSIBILITIES
A. The Committee shall monitor the performance of legal counsel, and
any other service providers (other than the independent auditors,
which are monitored by the Audit Committee) that are chosen by the
directors, and shall supervise counsel for the independent
directors.
B. The Committee shall periodically review and make recommendations
regarding director compensation to the full Board of Directors.
C. The Committee shall have the resources and authority to discharge
its responsibilities, including authority to retain special counsel
and other experts or consultants at the expense of the appropriate
Fund(s).
D. The Committee shall be authorized to adopt Key Practices to further
develop, clarify and implement its duties and responsibilities as
set forth in this Charter, which Key Practices may be amended
and/or restated from time to time upon the approval of a majority
of the members of the Committee.
L-3
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286
(800) 257-8787
www.nuveen.com
[NUVEEN INVESTMENTS LOGO]
Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
www.nuveen.com
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow
the recorded instructions.
2. On the Internet at www.proxyweb.com, and follow the simple
instructions.
3. Sign, Date and Return this proxy card using the enclosed postage-paid
envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043.
**** CONTROL NUMBER: 999 999 999 999 98 ****
[FUND NAME PRINTS HERE]
THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
FOR A SPECIAL MEETING OF SHAREHOLDERS, JULY 26, 2005
A Special Meeting of shareholders will be held in the Assembly Room of The
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, on Tuesday,
July 26, 2005, at 10:30 a.m., Chicago time. At this meeting, you will be asked
to vote on the proposals described in the proxy statement attached. The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Special Meeting of shareholders to be held on July 26, 2005, or any adjournment
or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE
WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800)
690-6903 OR OVER THE INTERNET (www.proxyweb.com).
Date:
-----------------------------------------
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON
LEFT. (Please sign in Box)
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-----------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. IF SHARES ARE HELD
JOINTLY, EACH HOLDER MUST SIGN THE PROXY,
IF YOU ARE SIGNING ON BEHALF OF AN
ESTATE, TRUST OR CORPORATION, PLEASE
STATE YOUR TITLE OR CAPACITY.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Special Meeting.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, SUCH SHARES WILL BE VOTED "FOR" THE PROPOSALS SET FORTH IN THIS PROXY AND
"FOR" THE ELECTION OF NOMINEES TO THE BOARD.
<Table>
<Caption>
1. For shareholders of all Funds:
FOR AGAINST ABSTAIN
Approval of the new investment management agreement. [ ] [ ] [ ]
2a. For shareholders of Nuveen Balanced Stock and Bond Fund, Nuveen Balanced
Municipal and Stock Fund and Nuveen Large-Cap Value Fund only:
Approval of the new sub-advisory agreement between Nuveen Asset FOR AGAINST ABSTAIN
Management and Institutional Capital Corporation. [ ] [ ] [ ]
2b. For shareholders of Nuveen NWQ Multi-Cap Value Fund and Nuveen NWQ
International Value Fund only:
Approval of the new sub-advisory agreement between Nuveen Asset Management FOR AGAINST ABSTAIN
and NWQ Investment Management Company, LLC. [ ] [ ] [ ]
2c. For shareholders of Nuveen Rittenhouse Growth Fund only:
Approval of the new sub-advisory agreement between Nuveen Asset Management FOR AGAINST ABSTAIN
and Rittenhouse Financial Services, Inc. [ ] [ ] [ ]
3. For shareholders of all Funds:
FOR
Election of Board Members: NOMINEES
listed at left WITHHOLD AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed at left
(01) Robert P. Bremner (06) William J. Schneider [ ] [ ]
(02) Lawrence H. Brown (07) Timothy R. Schwertfeger
(03) Jack B. Evans (08) Judith M. Stockdale
(04) William C. Hunter (09) Eugene S. Sunshine
(05) David J. Kundert
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE PROVIDED BELOW.)
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PLEASE SIGN ON REVERSE SIDE
</Table>