DEF 14A 1 c77407dadef14a.txt DEFINITIVE NOTICE AND PROXY SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement. [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2). [X] Definitive proxy statement. [ ] Definitive additional materials. [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12. NUVEEN MUNICIPAL TRUST -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if Other Than the Registrant) Payment of filing fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------------------- IMPORTANT NOTICE TO NUVEEN FUND SHAREHOLDERS JULY 28, 2003 Although we recommend that you read the complete Joint Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on. Q. WHY AM I RECEIVING THIS JOINT PROXY STATEMENT? A. Your Fund is holding a special meeting to obtain shareholder approval on the following items: 1. To elect trustees to serve on the Board of Trustees. 2. To approve changes to certain fundamental investment policies. Please refer to the Joint Proxy Statement for a detailed explanation of the proposed items. Q. WHY ARE INDIVIDUALS RECOMMENDED FOR ELECTION TO THE BOARD OF TRUSTEES? A. Currently, two separate board clusters oversee the funds in the Nuveen family of funds. One board cluster comprised of the same board members oversees the funds managed by Nuveen Advisory Corp. and one board cluster comprised of the same board members oversees all but one of the funds managed by Nuveen Institutional Advisory Corp. (the "Adviser"). The Board of your Fund has proposed to consolidate both board clusters into a single board cluster so that the same individuals serve on the boards of most Nuveen funds. Your Board believes that the consolidation of board clusters will have the following advantages: - the consolidation will avoid the need to add new board members to each board cluster at various later dates to maintain the current size and structure of each board cluster and thereby avoid the costs associated with multiple meetings to fill such vacancies; - the consolidation ensures that each Fund will gain new board members that are already knowledgeable about Nuveen and investment companies in general; - the consolidation would reduce the duplication of board materials and reports covering the same issues and would avoid the need for repeated presentation of the same material by the same personnel at different meetings; - reducing such administrative burdens will allow the Adviser and its personnel to focus more on non-administrative matters; and - a single board cluster overseeing all operations of the Nuveen family of funds will have a better picture of all issues facing shareholders. Q. WHICH FUNDAMENTAL INVESTMENT POLICIES ARE CHANGING? A. Your Board has proposed to amend your Fund's fundamental investment policies relating to borrowing and lending in connection with the implementation of a proposed interfund lending program. In addition, your Board has proposed amending your Fund's fundamental policy regarding investing in only municipal securities to enable your Fund to invest in non-municipal securities under certain very limited circumstances. Q. WHY IS THE FUND PROPOSING TO CHANGE ITS FUNDAMENTAL INVESTMENT POLICIES? A. In connection with disaster recovery planning and to provide liquidity in the event that open-end funds in the Nuveen family of funds encounter higher than normal redemption requests that may follow a national disaster such as the events of September 11, 2001, your Board has authorized the Fund's participation in an interfund lending program that would allow the Nuveen Funds, including your Fund, to lend and borrow cash for temporary purposes directly to and from each other. The proposed new fundamental investment policies will enable your Fund to participate in this interfund lending program. In addition, your Board is proposing to amend your Fund's fundamental policy regarding investing in only municipal securities to enable the Fund to invest in non-municipal securities in connection with workouts of distressed credits. Q. HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE? A. After careful consideration, the trustees of your Fund unanimously recommend that you vote "FOR" each of the items proposed. Q. WILL MY VOTE MAKE A DIFFERENCE? A. Your vote is needed to ensure that the proposals can be acted upon. Additionally, your immediate response to these items will help save on the costs of any future solicitations for a shareholder vote. We encourage all shareholders to participate in the governance of their Fund. Q. WHO DO I CALL IF I HAVE QUESTIONS? A. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call your financial advisor or call Nuveen at (800) 257-8787 weekdays from 7:00 a.m. to 7:00 p.m. Central time. Q. HOW DO I VOTE MY SHARES? A. You can vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. In addition, you may vote by telephone by calling the toll-free number on the proxy card or by computer over the internet (www.proxyvote.com) and using the control number on the proxy card. Q. WILL ANYONE CONTACT ME? A. You may receive a call to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote. NOTICE OF SPECIAL MEETING 333 West Wacker Drive OF SHAREHOLDERS Chicago, Illinois 60606 JULY 28, 2003 (800) 257-8787 NUVEEN MUNICIPAL TRUST Nuveen Intermediate Duration Municipal Bond Fund Nuveen Insured Municipal Bond Fund Nuveen All-American Municipal Bond Fund Nuveen Limited Term Municipal Bond Fund Nuveen High Yield Municipal Bond Fund 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 June 17, 2003 To the Shareholders of the Above Funds: Notice is hereby given that the Special Meeting of Shareholders of each of Nuveen Municipal Trust, on behalf of its series Nuveen Intermediate Duration Municipal Bond Fund, Nuveen Insured Municipal Bond Fund, Nuveen All-American Municipal Bond Fund, Nuveen Limited Term Municipal Bond Fund, and Nuveen High Yield Municipal Bond Fund; 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, 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 in the Sixth Floor auditorium of the Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, on Monday, July 28, 2003, at 10:30 a.m., Chicago time, for the following purposes and to transact such other business, if any, as may properly come before the Special Meeting: MATTERS TO BE VOTED ON BY SHAREHOLDERS: 1. To elect twelve (12) trustees to serve for each Trust until their successors shall have been duly elected and qualified. 2. To approve changes to each Fund's fundamental investment policies. 3. To transact such other business as may properly come before the Special Meeting. Shareholders of record at the close of business on May 19, 2003 are entitled to notice of and to vote at the Special Meeting. ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER THE CONTROL NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. Jessica R. Droeger Vice President and Secretary JOINT PROXY STATEMENT 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 June 17, 2003 NUVEEN MUNICIPAL TRUST Nuveen Intermediate Duration Municipal Bond Fund Nuveen Insured Municipal Bond Fund Nuveen All-American Municipal Bond Fund Nuveen Limited Term Municipal Bond Fund Nuveen High Yield Municipal Bond Fund 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 GENERAL INFORMATION This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (each a "Board" and collectively, the "Boards," and each Trustee a "Board Member" and collectively, the "Board Members") of each of Nuveen Municipal Trust ("Municipal Trust"), on behalf of its series Nuveen Intermediate Duration Municipal Bond Fund ("Intermediate Duration"), Nuveen Insured Municipal Bond Fund ("Insured Municipal"), Nuveen All-American Municipal Bond Fund ("All-American"), Nuveen Limited Term Municipal Bond Fund ("Limited Term"), and Nuveen High Yield Municipal Bond Fund ("High Yield"); Nuveen Multistate Trust I ("Multistate 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 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 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"); and Nuveen Multistate Trust IV ("Multistate 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") (each trust individually, a "Trust" and collectively, the "Trusts" and each series individually, a "Fund" and collectively, the "Funds"), of proxies to be voted at the Special Meeting of Shareholders to be held on July 28, 2003 (for each Trust, a "Special Meeting" and collectively, the "Special Meetings"), and at any and all adjournments thereof. On the matters coming before each Special Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If no choice is so specified, the shares will be voted FOR the election of the nominees as listed in this Joint Proxy Statement and FOR the changes to each Fund's fundamental investment policies. Shareholders who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Special Meeting and voting in person. This Joint Proxy Statement is first being mailed to shareholders on or about June 17, 2003. The Board of each Trust has determined that the use of this Joint Proxy Statement for each Special Meeting is in the best interest of each Trust and its shareholders in light of the similar matters being considered and voted on by the shareholders. 2 The following table indicates which shareholders are solicited with respect to each matter:

PROPOSALS -------------------------------------------------- ELECT CHANGE IN BOARD FUNDAMENTAL FUND MEMBERS POLICIES -------------------------------------------------- MUNICIPAL TRUST X Intermediate Duration X Insured Municipal X All-American X Limited Term X High Yield X MULTISTATE 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 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

PROPOSALS -------------------------------------------------- ELECT CHANGE IN BOARD FUNDAMENTAL FUND MEMBERS POLICIES -------------------------------------------------- MULTISTATE III X Georgia Municipal X Louisiana Municipal X North Carolina Municipal X Tennessee Municipal X MULTISTATE IV X Kansas Municipal X Kentucky Municipal X Michigan Municipal X Missouri Municipal X Ohio Municipal X Wisconsin Municipal X

-------------------------------------------------------------------------------- A quorum of shareholders is required to take action at each Special Meeting. A majority of the shares entitled to vote at each Special Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Special Meeting. Votes cast by proxy or in person at each Special Meeting will be tabulated by the inspectors of election appointed for that Special Meeting. The inspectors of election will determine whether or not a quorum is present at the Special Meeting. The inspectors of election will treat abstentions and "broker non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. For each Trust abstentions and broker non-votes will have no effect on the election of Board Members and will have the effect of a vote against the proposal to change each Fund's fundamental investment policies. The details of the proposals to be voted on by the shareholders and the vote required for approval of the proposals are set forth under the description of each proposal below. Those persons who were shareholders of record at the close of business on May 19, 2003 will be entitled to one vote for each share held. As of May 19, 2003, the shares of the Funds were issued and outstanding as follows:

CLASS OF SHARES ------------------------------------------------------------------------------------------------------------------ FUND CLASS A CLASS B CLASS C CLASS R ------------------------------------------------------------------------------------------------------------------ MUNICIPAL TRUST Intermediate Duration 29,202,635.4090 3,792,050.6850 5,343,659.8560 274,199,547.8350 Insured Municipal 17,567,647.5630 3,964,305.5910 3,047,049.7210 60,930,508.1660 All-American 21,001,767.3110 4,306,251.2950 6,520,434.6780 459,447.0000 Limited Term 47,364,680.8000 -- 31,045,520.0870 793,551.4940 High Yield 4,852,257.2510 3,021,631.0480 2,332,592.3210 515,269.7120

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CLASS OF SHARES ------------------------------------------------------------------------------------------------------------------ FUND CLASS A CLASS B CLASS C CLASS R ------------------------------------------------------------------------------------------------------------------ MULTISTATE I Arizona Municipal 6,583,457.0090 594,195.9290 817,075.1520 1,707,767.8290 Colorado Municipal 3,100,542.6840 587,996.8590 641,446.5790 75,947.0630 Florida Municipal 23,685,548.8660 3,186,456.1200 3,460,597.9880 6,405,659.6480 Maryland Municipal 3,131,521.4720 1,376,741.5000 1,174,093.2920 3,963,760.5540 New Mexico Municipal 4,438,881.0610 538,496.1320 432,582.9510 67,893.9640 Pennsylvania Municipal 6,505,782.9170 1,193,483.5010 2,000,199.5990 5,595,689.9360 Virginia Municipal 13,833,470.6840 1,908,098.5770 2,087,136.7900 4,846,791.6240 MULTISTATE II California Municipal 5,026,386.6020 1,777,415.5860 1,691,784.1120 17,011,563.8570 California Insured 7,127,966.4120 1,941,545.9990 1,272,271.2540 14,299,228.2230 Connecticut Municipal 21,421,295.4530 3,001,688.7171 3,732,553.6960 361,538.4810 Massachusetts Municipal 2,231,362.4080 795,885.1420 1,093,783.0170 6,652,460.5800 Massachusetts Insured 2,087,128.8360 622,370.3420 1,304,213.4410 5,352,798.6500 New Jersey Municipal 6,927,219.5740 2,525,586.5720 2,144,932.4800 4,190,581.9710 New York Municipal 10,535,652.8350 3,885,776.2760 2,817,757.7520 13,338,754.1030 New York Insured 6,856,639.2450 2,573,876.5860 1,525,772.5710 24,100,689.4900 MULTISTATE III Georgia Municipal 10,464,411.1250 1,788,498.8400 2,520,154.2800 270,047.6600 Louisiana Municipal 7,967,579.2760 1,962,324.7330 1,604,829.9430 11,648.1390 North Carolina Municipal 16,184,968.2690 2,277,855.5540 2,429,809.8580 229,436.3500 Tennessee Municipal 23,912,507.8110 1,946,093.5040 3,613,890.2120 104,244.7710 MULTISTATE IV Kansas Municipal 9,549,636.1300 1,189,352.3950 2,285,327.2480 117,201.3420 Kentucky Municipal 37,554,694.1360 1,853,561.8560 4,336,692.3340 103,452.7510 Michigan Municipal 16,828,895.0700 911,364.3530 3,614,094.5150 2,053,715.7830 Missouri Municipal 20,694,044.9440 1,046,269.8090 2,082,507.1570 47,167.0760 Ohio Municipal 32,817,084.2100 2,353,719.2770 4,279,186.2010 13,198,944.2740 Wisconsin Municipal 3,953,191.0650 551,402.6040 423,064.2580 16,491.8360 ------------------------------------------------------------------------------------------------------------------

1. ELECTION OF BOARD MEMBERS OF EACH TRUST Currently, two separate board clusters oversee the funds in the Nuveen family of funds. One board cluster comprised of the same board members oversees the funds managed by Nuveen Advisory Corp. ("NAC" or the "Adviser") and one board cluster comprised of the same board members oversees all but one of the funds managed by Nuveen Institutional Advisory Corp. ("NIAC"). Each current board cluster has a total of six board members who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) and who are not affiliated with Nuveen or a fund's investment adviser (the "Independent Board Members") and one board member who is an "interested person." Below is a list of the board members of each board cluster. The Boards of each Trust have proposed to consolidate both board clusters into a single board cluster so that the same individuals serve on the boards of most of the Nuveen funds. All individuals serving on both board clusters are nominated to serve on the combined board except James E. Bacon, who is retiring. Mr. Bacon currently serves as a Board Member on the NIAC board cluster. The following is a list of the nominees under the proposal who are continuing Board Members of each Trust and the nominees who are new board members: CONTINUING BOARD MEMBERS (NAC BOARD CLUSTER): Timothy R. Schwertfeger* Robert P. Bremner Lawrence H. Brown Anne E. Impellizzeri Peter R. Sawers William J. Schneider Judith M. Stockdale NEW BOARD MEMBER NOMINEES (NIAC BOARD CLUSTER): William E. Bennett Jack B. Evans William L. Kissick Thomas E. Leafstrand Sheila W. Wellington -------------------------------------------------------------------------------- * Interested person. Mr. Schwertfeger currently serves on both board clusters. 4 In part, the proposal to create a single board is being recommended because of the large number of retirements that will occur over the next few years. Within two years, the aggregate number of Independent Board Members that serve on both board clusters (currently 12) is expected to fall to six, due to a number of retirements because of age and/or tenure limitations for board membership. Combining the board will avoid the need to add new board members to each board cluster at various later dates to maintain the current size and structure of each board cluster and thereby avoid the costs associated with multiple meetings to fill such vacancies. In addition, combining the board ensures that each Trust will gain new board members that are already knowledgeable about Nuveen and investment companies in general. Historically, the two separate board clusters have had separate meetings but often have reviewed similar policy issues, contractual arrangements and other matters. Among other potential efficiencies, the Board of each Fund believes that consolidating the board clusters into one board would reduce the duplication of board materials and reports covering the same issues and would avoid the need for repeated presentation of the same material by the same personnel at different meetings. This would permit the Adviser and its personnel to focus on non-administrative matters. In addition, a single board overseeing all operations of the Nuveen family of funds will have a better picture of all issues facing shareholders. At its May 15, 2003 meeting, each board cluster reviewed the compensation paid to Independent Board Members and determined that compensation should be increased because of the expanded responsibilities of the Board Members due to (a) the increase in the number and types of investment companies overseen by the Board Members and (b) recent additional legal and regulatory requirements. Effective July 1, 2003, for all Nuveen Funds overseen, Independent Board Members will receive a $65,000 annual retainer, 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 meeting where in-person attendance is required and $500 per day for attendance by telephone or in person where in-person attendance is not required; (d) a fee of $500 per day for attendance in person or by telephone for a meeting of the dividend committee; and (e) a fee of $500 per day for attendance in person at all other committee meetings on a day on which no regularly scheduled Board meeting is held at 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. Compensation to the Independent Board Members is allocated among the Nuveen family of funds based on assets per fund. The Boards do not anticipate any further change in the compensation schedule as a result of the board consolidation. Currently, for all Nuveen Funds overseen, the continuing Independent Board Members of the Funds receive a $60,000 annual retainer for serving as a board member of all funds affiliated with Nuveen and the Adviser and a $1,750 fee per day for attendance in person or by telephone at all meetings (including any committee meetings) held on a day on which a regularly scheduled Board meeting is held, a $1,000 fee per day for attendance in person or a $500 fee per day for attendance by telephone at all meetings (including any committee meetings) held on a day on which no regular Board meeting is held, and a $500 per day fee per day for attendance in person or $250 if by telephone at a meeting of any committee, plus, in each case, expenses incurred in attending such meetings. The proposal to combine boards, which increases the number of Board Members for each Fund, will increase the total compensation paid by each Fund to Board Members. Management, however, believes that such increase in compensation is not material to each Fund and is justified by the benefits to each Fund and its shareholders. Moreover, as the size of the combined board declines due to retirements over the next two years, the total compensation paid by a Fund to Independent Board Members will decrease to the extent fewer board members will be compensated. At each Trust's Special Meeting, twelve (12) Board Members are nominated to be elected to serve until their successors shall have been duly elected and qualified. For each Trust, the affirmative vote of a plurality of the shares present and entitled to vote at the Special Meeting will be required to elect the Board Members of that Trust. It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Trust if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Trust's present Board. All of the continuing Board Member nominees except for Judith Stockdale were last elected to the Board in December 1996. Ms. Stockdale was appointed to the board in 1997. Other than Mr. Schwertfeger, none of the Board Member nominees have ever been a director or an employee of Nuveen Investments, Inc. ("Nuveen") or any affiliate. 5 THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED BELOW. BOARD NOMINEES

---------------------------------------------------------------------------------------------------------------------------------- OTHER NUMBER OF DIRECTOR- POSITION(S) TERM OF OFFICE PORTFOLIOS IN FUND SHIPS HELD HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) COMPLEX OVERSEEN BY BOARD NAME, ADDRESS AND BIRTH DATE TRUST TIME SERVED** DURING PAST 5 YEARS BY BOARD MEMBER MEMBER ---------------------------------------------------------------------------------------------------------------------------------- Nominees who are not interested persons of the Trusts ---------------------------- Continuing Board Members ---------------------------- Robert P. Bremner Board Member Length of Service: Private Investor and 122 N/A 333 West Wacker Drive Since 1996 Management Consultant. Chicago, IL 60606 (8/22/40) Lawrence H. Brown Board Member Length of Service: Retired (August 1989) as 122 N/A 333 West Wacker Drive Since 1993 Senior Vice President of Chicago, IL 60606 The Northern Trust Company; (7/29/34) Director of the United Way of Highland Park-Highwood (since 2002). Anne E. Impellizzeri Board Member Length of Service: Retired; formerly, 122 N/A 333 West Wacker Drive Since 1994 Executive Director Chicago, IL 60606 (1998-2001) of Manitoga/ (1/26/33) The Russel Wright Design Center; prior thereto, President and Chief Executive Officer of Blanton-Peale Institute; prior thereto, Vice President, Metropolitan Life Insurance Co. Peter R. Sawers Board Member Length of Service: Adjunct Professor of 122 N/A 333 West Wacker Drive Since 1991 Business and Economics, Chicago, IL 60606 University of Dubuque, (4/3/33) Iowa; formerly (1991-2000) Adjunct Professor, Lake Forest Graduate School of Management, Lake Forest, Illinois; Director, Executive Service Corps of Chicago; prior thereto, Executive Director, Towers Perrin Australia, a management consulting firm; Chartered Financial Analyst; Certified Management Consultant. William J. Schneider Board Member Length of Service: Senior Partner and Chief 122 N/A 333 West Wacker Drive Since 1996 Operating Officer, Chicago, IL 60606 Miller-Valentine Group, (9/24/44) Vice President, Miller-Valentine Realty, a development and contract company; Chair, Miami Valley Hospital; Chair, Miami Valley Economic Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio; and Business Advisory Council, Cleveland Federal Reserve Bank. Judith M. Stockdale Board Member Length of Service: Executive Director, Gaylord 122 N/A 333 West Wacker Drive Since 1997 and Dorothy Donnelley Chicago, IL 60606 Foundation (since 1994); (12/29/47) prior thereto, Executive Director, Great Lakes Protection Fund (from 1990 to 1994). New Board Members ---------------------------- William E. Bennett Nominee Length of Service: Private Investor; 19 N/A 333 West Wacker Drive Since 2001 previously President and Chicago, IL 60606 C.E.O., Draper & Kramer, (10/16/46) Inc. (1995-1998).

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---------------------------------------------------------------------------------------------------------------------------------- OTHER NUMBER OF DIRECTOR- POSITION(S) TERM OF OFFICE PORTFOLIOS IN FUND SHIPS HELD HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) COMPLEX OVERSEEN BY BOARD NAME, ADDRESS AND BIRTH DATE TRUST TIME SERVED** DURING PAST 5 YEARS BY BOARD MEMBER MEMBER ---------------------------------------------------------------------------------------------------------------------------------- Jack B. Evans Nominee Length of Service: President, The Hall-Perrine 19 See Principal 333 West Wacker Drive Since 1999 Foundation (a private Occupation Chicago, IL 60606 philanthropic corporation); description. (10/22/48) Director, Alliant Energy; Director and Vice Chairman United Fire & Casualty Company; Director, Federal Reserve Bank of Chicago; previously President and Chief Operating Officer, SCI Financial Group, Inc. (a regional financial services firm). William L. Kissick Nominee Length of Service: Professor Emeritus, School 19 N/A 333 West Wacker Drive Since 1992 of Medicine and the Wharton Chicago, IL 60606 School of Management and (7/29/32) former Chairman, Leonard Davis Institute of Health Economics, University of Pennsylvania; Adjunct Professor, Health Policy and Management, Yale University. Thomas E. Leafstrand Nominee Length of Service: Retired; previously, Vice 19 N/A 333 West Wacker Drive Since 1992 President in charge of Chicago, IL 60606 Municipal Underwriting, (11/11/31) Trading, and Dealer Sales at The Northern Trust Company. Sheila W. Wellington Nominee Length of Service: President of Catalyst (a 19 N/A 333 West Wacker Drive Since 1994 not-for- profit Chicago, IL 60606 organization focusing on (2/24/32) women's leadership development in business and the professions). Nominee who is an interested person* of the Trusts ---------------------------- Timothy R. Schwertfeger Chairman of Length of Service: Chairman and Director 141 See Principal 333 West Wacker Drive the Board Since 1996 (since 1996) of Nuveen Occupation Chicago, IL 60606 and Trustee Investments, Inc. and description. (3/28/49) Nuveen Investments, LLC; Director (since 1992) and Chairman (since 1996) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Chairman and Director (since 1997) of Nuveen Asset Management, Inc.; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers Inc. (since 2002). ----------------------------------------------------------------------------------------------------------------------------------

* "Interested Person" as defined in the Investment Company Act of 1940, as amended, by reason of being an officer and director of the Adviser. ** Trustees serve an indefinite term until a successor is elected. Length of Service indicates the year in which the individual became a Trustee or Director of a fund in the Nuveen fund complex. 7 BENEFICIAL OWNERSHIP The following table lists the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and in all Nuveen Funds overseen by the Board Member nominee as of March 31, 2003:

DOLLAR RANGE OF EQUITY SECURITIES ------------------------------------------------------------------------------------------------------------------------------ MUNICIPAL TRUST ------------------------------------------------------------------------------------------------------------------------------ INTERMEDIATE INSURED BOARD MEMBER NOMINEES DURATION MUNICIPAL ALL-AMERICAN LIMITED TERM HIGH YIELD ------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner 0 0 0 0 0 Lawrence H. Brown $10,001-$50,000 0 0 0 $10,001-$50,000 Anne E. Impellizzeri 0 0 $10,001-$50,000 0 0 Peter R. Sawers $10,001-$50,000 0 0 0 0 William J. Schneider 0 0 0 Over $100,000 0 Judith M. Stockdale 0 0 0 0 0 Timothy R. Schwertfeger Over $100,000 0 0 0 0 William E. Bennett 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 William L. Kissick 0 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 0 Sheila W. Wellington 0 0 0 0 0 ------------------------------------------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES ---------------------------------------------------------------------------------------------------------------------- MULTISTATE 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 Anne E. Impellizzeri 0 0 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 0 0 William J. Schneider 0 0 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 0 0 Timothy R. Schwertfeger 0 0 0 0 0 0 0 William E. Bennett 0 0 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 0 0 William L. Kissick 0 0 0 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 0 0 0 Sheila W. Wellington 0 0 0 0 0 0 0 ----------------------------------------------------------------------------------------------------------------------

DOLLAR RANGE OF EQUITY SECURITIES ------------------------------------------------------------------------------------------------------------------------- MULTISTATE II ------------------------------------------------------------------------------------------------------------------------- BOARD MEMBER CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS MASSACHUSETTS NEW JERSEY NEW YORK NEW YORK 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 Anne E. Impellizzeri 0 0 0 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 0 0 0 William J. Schneider 0 0 0 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 0 0 0 Timothy R. Schwertfeger 0 0 0 0 0 0 0 0 William E. Bennett 0 0 0 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 0 0 0 William L. Kissick 0 0 0 0 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 0 0 0 0 Sheila W. Wellington 0 0 0 0 0 0 0 0 -------------------------------------------------------------------------------------------------------------------------

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DOLLAR RANGE OF EQUITY SECURITIES ------------------------------------------------------------------------------------------------------------------------- MULTISTATE III ------------------------------------------------------------------------------------------------------------------------- NORTH CAROLINA BOARD MEMBER NOMINEES GEORGIA MUNICIPAL LOUISIANA MUNICIPAL MUNICIPAL TENNESSEE MUNICIPAL ------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 0 0 0 0 Lawrence H. Brown 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 Peter R. Sawers 0 0 0 0 William J. Schneider 0 0 0 0 Judith M. Stockdale 0 0 0 0 Timothy R. Schwertfeger 0 0 0 0 William E. Bennett 0 0 0 0 Jack B. Evans 0 0 0 0 William L. Kissick 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 Sheila W. Wellington 0 0 0 0 -------------------------------------------------------------------------------------------------------------------------

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY BOARD MEMBER NOMINEES IN FAMILY OF DOLLAR RANGE OF EQUITY SECURITIES INVESTMENT COMPANIES(1) ------------------------------------------------------------------------------------------------------------------------- MULTISTATE 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 0 (0 shares) Lawrence H. Brown 0 0 0 0 0 0 Over $100,000 (8,256 shares) Anne E. Impellizzeri 0 0 0 0 0 0 $10,001-$50,000 (3,579 shares) Peter R. Sawers 0 0 0 0 0 0 Over $100,000 (12,787 shares) William J. Schneider 0 0 0 0 0 0 Over $100,000 (28,085 shares) Judith M. Stockdale 0 0 0 0 0 0 $10,001-$50,000 (2,711 shares) Timothy R. Schwertfeger 0 0 0 0 0 0 Over $100,000 (439,783 shares) William E. Bennett 0 0 0 0 0 0 $50,001-$100,000 (3,411 shares) Jack B. Evans 0 0 0 0 0 0 Over $100,000 (15,214 shares) William L. Kissick 0 0 0 0 0 0 $50,001-$100,000 (6,706 shares) Thomas E. Leafstrand 0 0 0 0 0 0 Over $100,000 (34,053 shares) Sheila W. Wellington 0 0 0 0 0 0 Over $100,000 (shares) -------------------------------------------------------------------------------------------------------------------------

(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. 9 The following table sets forth, for each Board Member nominee and for the Board Member nominees and officers as a group, the amount of shares beneficially owned in each Fund as of March 31, 2003. The information as to beneficial ownership is based on statements furnished by each Board Member nominee and officer.

FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1) -------------------------------------------------------------------------------------------------------------------------------- MUNICIPAL TRUST -------------------------------------------------------------------------------------------------------------------------------- INTERMEDIATE INSURED BOARD MEMBER NOMINEES DURATION MUNICIPAL ALL-AMERICAN LIMITED TERM HIGH YIELD -------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 0 0 0 0 0 Lawrence H. Brown 1,428 0 0 0 1,002 Anne E. Impellizzeri 0 0 1,579 0 0 Peter R. Sawers 3,542 0 0 0 0 William J. Schneider 0 0 0 16,085 0 Judith M. Stockdale 0 0 0 0 0 Timothy R. Schwertfeger 150,418 0 0 0 0 William E. Bennett 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 William L. Kissick 0 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 0 Sheila W. Wellington 0 0 0 0 0 All Board Member Nominees and Officers as a Group 201,509 755 10,880 16,085 1,755 --------------------------------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1) ------------------------------------------------------------------------------------------------------------------------------ MULTISTATE 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 Anne E. Impellizzeri 0 0 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 0 0 William J. Schneider 0 0 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 0 0 Timothy R. Schwertfeger 0 0 0 0 0 0 0 William E. Bennett 0 0 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 0 0 William L. Kissick 0 0 0 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 0 0 0 Sheila W. Wellington 0 0 0 0 0 0 0 All Board Member Nominees and Officers 0 0 0 0 0 0 0 as a Group ------------------------------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1) --------------------------------------------------------------------------------- MULTISTATE 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 Anne E. Impellizzeri 0 0 0 0 Peter R. Sawers 0 0 0 0 William J. Schneider 0 0 0 0 Judith M. Stockdale 0 0 0 0 Timothy R. Schwertfeger 0 0 0 0 William E. Bennett 0 0 0 0 Jack B. Evans 0 0 0 0 William L. Kissick 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 Sheila W. Wellington 0 0 0 0 All Board Member Nominees and Officers as a Group 0 0 0 0 ---------------------------------------------------------------------------------

FUND SHARES OWN FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1) -------------------------- ------------------------------------------------- MULTISTATE 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 Anne E. Impellizzeri 0 0 0 0 Peter R. Sawers 0 0 0 0 William J. Schneider 0 0 0 0 Judith M. Stockdale 0 0 0 0 Timothy R. Schwertfeger 0 0 0 0 William E. Bennett 0 0 0 0 Jack B. Evans 0 0 0 0 William L. Kissick 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 Sheila W. Wellington 0 0 0 0 All Board Member Nominees and Officers as a Group 0 0 0 0 --------------------------

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FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1) --------------------------------------------------------------------------------------------------------------------- MULTISTATE III --------------------------------------------------------------------------------------------------------------------- BOARD MEMBER NOMINEES GEORGIA MUNICIPAL LOUISIANA MUNICIPAL NORTH CAROLINA MUNICIPAL TENNESSEE MUNICIPAL --------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 0 0 0 0 Lawrence H. Brown 0 0 0 0 Anne E. Impellizzeri 0 0 0 0 Peter R. Sawers 0 0 0 0 William J. Schneider 0 0 0 0 Judith M. Stockdale 0 0 0 0 Timothy R. Schwertfeger 0 0 0 0 William E. Bennett 0 0 0 0 Jack B. Evans 0 0 0 0 William L. Kissick 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 Sheila W. Wellington 0 0 0 0 All Board Member Nominees and Officers as a Group 0 0 0 0 ---------------------------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBER NOMINEES AND OFFICERS(1) ------------------------------------------------------------------------------------------------------------ MULTISTATE 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 Anne E. Impellizzeri 0 0 0 0 0 0 Peter R. Sawers 0 0 0 0 0 0 William J. Schneider 0 0 0 0 0 0 Judith M. Stockdale 0 0 0 0 0 0 Timothy R. Schwertfeger 0 0 0 0 0 0 William E. Bennett 0 0 0 0 0 0 Jack B. Evans 0 0 0 0 0 0 William L. Kissick 0 0 0 0 0 0 Thomas E. Leafstrand 0 0 0 0 0 0 Sheila W. Wellington 0 0 0 0 0 0 All Board Member Nominees and Officers as a Group 0 0 0 0 0 0 ------------------------------------------------------------------------------------------------------------

(1) The numbers include share equivalents of certain Nuveen Funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described below. On March 31, 2003, continuing Board Members and executive officers as a group beneficially owned 578,368 common shares of all funds managed by NAC and NIAC (includes Deferred Units and shares held by the executive officers in Nuveen's 401(k)/profit sharing plan). Each continuing Board Member's individual beneficial shareholdings of each Fund constitute less than 1% of the outstanding shares of each Fund. As of March 31, 2003, the continuing Board Members and executive officers as a group beneficially owned less than 1% of the outstanding common shares of each Fund. Appendix 1 sets forth the beneficial owners of at least 5% of the Funds' shares. To the best of the Trusts' knowledge, as of May 19, 2003, no person owned beneficially more than 5% of each of the Fund's outstanding shares, except as stated in Appendix 1. COMPENSATION The Board Members affiliated with Nuveen or the Adviser serve without any compensation from the Funds. The Independent Board Members are paid an annual retainer and fees and expenses for Board meetings and committee meetings as described above. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser on the basis of relative net asset sizes although Fund management may, in its discretion, establish a minimum amount to be allocated to each Fund. The Boards of certain Nuveen Funds (the "Participating Funds") established a Deferred Compensation Plan for Independent Board Members ("Deferred Compensation Plan"). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected to defer at least a portion of their fees. None of the 11 Funds are Participating Funds under the Deferred Compensation Plan, except Intermediate Duration, Insured Municipal, Ohio Municipal, Limited Term, Kentucky Municipal, New York Insured, Florida Municipal, All-American, Michigan Municipal, Tennessee Municipal, Connecticut Municipal and New York Municipal. The table below shows, for each continuing Board Member who is not affiliated with Nuveen or the Adviser, the aggregate compensation (i) paid by each Trust to each continuing Board Member for its last fiscal year and (ii) paid (including deferred fees) for service on the boards of the Nuveen open-end and closed-end Funds managed by NAC ("NAC Funds") and NIAC ("NIAC Funds") for the calendar year ended 2002. Mr. Schwertfeger, a Board Member who is an interested person of each Trust, does not receive any compensation from a Trust or any Nuveen funds.

AGGREGATE COMPENSATION FROM THE FUNDS --------------------------------------------------------------------------------------------------------------------------------- MUNICIPAL TRUST --------------------------------------------------------------------------------------------------------------------------------- INTERMEDIATE INSURED ALL- CONTINUING BOARD MEMBERS DURATION(1) MUNICIPAL(1) AMERICAN(1) LIMITED TERM(1) HIGH YIELD --------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 6,007.01 1,869.21 726.82 1,453.50 283.20 Lawrence H. Brown 6,658.23 2,017.12 784.47 1,567.62 306.13 Anne E. Impellizzeri 5,942.52 1,849.36 719.06 1,437.68 283.20 Peter R. Sawers 5,974.73 1,860.19 722.96 1,447.99 275.43 William J. Schneider 6,101.34 1,899.38 738.25 1,478.41 279.32 Judith M. Stockdale 6,181.22 1,866.76 726.08 1,452.15 279.32 ---------------------------------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS ------------------------------------------------------------------------------------------------------------------------------- MULTISTATE I ------------------------------------------------------------------------------------------------------------------------------- ARIZONA COLORADO FLORIDA MARYLAND NEW MEXICO PENNSYLVANIA VIRGINIA CONTINUING BOARD MEMBERS MUNICIPAL MUNICIPAL MUNICIPAL(1) MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL ------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 225.48 99.40 779 203.12 122.51 324.02 495.32 Lawrence H. Brown 243.35 106.99 836 219.15 131.98 349.92 535.19 Anne E. Impellizzeri 225.48 99.40 791 203.12 122.51 324.02 495.32 Peter R. Sawers 220.51 97.33 796 198.56 119.89 316.75 484.15 William J. Schneider 222.99 98.37 806 200.83 121.20 320.38 489.74 Judith M. Stockdale 216.58 91.96 780 194.42 114.79 313.97 483.33 -------------------------------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS ---------------------------------------------------------------------------------------------------------------------------------- MULTISTATE II ---------------------------------------------------------------------------------------------------------------------------------- CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS MASSACHUSETTS NEW JERSEY NEW YORK NEW YORK CONTINUING BOARD MEMBERS MUNICIPAL INSURED MUNICIPAL(1) MUNICIPAL INSURED MUNICIPAL MUNICIPAL(1) INSURED(1) ---------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 637.25 643.48 696.90 249.62 211.62 360.47 757.83 862.51 Lawrence H. Brown 679.30 686.27 743.66 266.16 225.93 384.61 824.11 937.86 Anne E. Impellizzeri 637.25 643.48 696.90 249.62 211.62 360.47 713.22 811.57 Peter R. Sawers 631.11 637.12 689.77 247.15 209.35 356.74 657.15 747.54 William J. Schneider 634.18 640.30 693.34 248.39 210.48 358.61 660.73 751.58 Judith M. Stockdale 634.18 640.30 693.34 248.39 210.48 358.61 741.78 844.13 ----------------------------------------------------------------------------------------------------------------------------------

AGGREGATE COMPENSATION FROM THE FUNDS --------------------------------------------------------------------------------------------------------------------------------- MULTISTATE III --------------------------------------------------------------------------------------------------------------------------------- CONTINUING BOARD MEMBERS GEORGIA MUNICIPAL LOUISIANA MUNICIPAL NORTH CAROLINA MUNICIPAL TENNESSEE MUNICIPAL(1) --------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 346.53 285.57 459.46 686 Lawrence H. Brown 374.30 308.36 496.44 736 Anne E. Impellizzeri 346.53 285.57 459.46 697 Peter R. Sawers 338.90 279.36 449.15 702 William J. Schneider 342.72 282.47 454.30 710 Judith M. Stockdale 336.31 276.06 447.89 686 ---------------------------------------------------------------------------------------------------------------------------------

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TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO BOARD AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS --------------------------------------------------------------------------------------------------------------------------------- MULTISTATE IV --------------------------------------------------------------------------------------------------------------------------------- KANSAS KENTUCKY MICHIGAN MISSOURI OHIO WISCONSIN CONTINUING BOARD MEMBERS MUNICIPAL MUNICIPAL(1) MUNICIPAL(1) MUNICIPAL MUNICIPAL(1) MUNICIPAL --------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 280.23 1,005 592 529.61 1,260 110.46 77,500.00 Lawrence H. Brown 302.57 1,079 636 572.29 1,403 118.94 82,000.00 Anne E. Impellizzeri 280.23 1,021 602 529.61 1,280 110.46 77,500.00 Peter R. Sawers 273.97 1,027 606 517.62 1,288 108.12 79,250.00 William J. Schneider 277.10 1,040 613 523.61 1,304 109.29 77,500.00 Judith M. Stockdale 270.69 1,011 593 517.20 1,323 102.88 77,750.00 ---------------------------------------------------------------------------------------------------------------------------------

(1) Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen Funds. Total deferred fees for the Funds (including the return from the assumed investment in the eligible Nuveen Funds) payable are:

DEFERRED FEES ----------------------------------------------------------------------------------------------------------------------------- MUNICIPAL TRUST ----------------------------------------------------------------------------------------------------------------------------- INTERMEDIATE INSURED CONTINUING BOARD MEMBERS DURATION MUNICIPAL ALL-AMERICAN LIMITED TERM HIGH YIELD ----------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner 912 284 110 221 -- Lawrence H. Brown -- -- -- -- -- Anne E. Impellizzeri 5,943 1,849 719 1,438 -- Peter R. Sawers 5,975 1,860 723 1,448 -- William J. Schneider 6,101 1,899 738 1,478 -- Judith M. Stockdale 1,605 484 188 379 -- -----------------------------------------------------------------------------------------------------------------------------

DEFERRED FEES --------------------------------------------------------------------------------------------------------------------------- MULTISTATE I --------------------------------------------------------------------------------------------------------------------------- ARIZONA COLORADO FLORIDA MARYLAND NEW MEXICO PENNSYLVANIA VIRGINIA CONTINUING BOARD MEMBERS MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL --------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner -- -- 121 -- -- -- -- Lawrence H. Brown -- -- -- -- -- -- -- Anne E. Impellizzeri -- -- 791 -- -- -- -- Peter R. Sawers -- -- 796 -- -- -- -- William J. Schneider -- -- 806 -- -- -- -- Judith M. Stockdale -- -- 211 -- -- -- -- ---------------------------------------------------------------------------------------------------------------------------

DEFERRED FEES -------------------------------------------------------------------------------------------------------------- MULTISTATE II -------------------------------------------------------------------------------------------------------------- CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS MASSACHUSETTS NEW JERSEY CONTINUING BOARD MEMBERS MUNICIPAL INSURED MUNICIPAL MUNICIPAL INSURED MUNICIPAL -------------------------------------------------------------------------------------------------------------- Robert P. Bremner -- -- -- -- -- -- Lawrence H. Brown -- -- -- -- -- -- Anne E. Impellizzeri -- -- -- -- -- -- Peter R. Sawers -- -- -- -- -- -- William J. Schneider -- -- -- -- -- -- Judith M. Stockdale -- -- -- -- -- -- --------------------------------------------------------------------------------------------------------------

DEFERRED FEES -------------------------- -------------------- MULTISTATE II -------------------------- -------------------- NEW YORK NEW YORK CONTINUING BOARD MEMBERS MUNICIPAL INSURED -------------------------- -------------------- Robert P. Bremner 101 115 Lawrence H. Brown -- -- Anne E. Impellizzeri 713 812 Peter R. Sawers 657 748 William J. Schneider 661 752 Judith M. Stockdale 165 188 --------------------------

DEFERRED FEES ------------------------------------------------------------------------------------------------------------------------------ MULTISTATE III ------------------------------------------------------------------------------------------------------------------------------ CONTINUING BOARD MEMBERS GEORGIA MUNICIPAL LOUISIANA MUNICIPAL NORTH CAROLINA MUNICIPAL TENNESSEE MUNICIPAL ------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner -- -- -- 107 Lawrence H. Brown -- -- -- -- Anne E. Impellizzeri -- -- -- 697 Peter R. Sawers -- -- -- 702 William J. Schneider -- -- -- 710 Judith M. Stockdale -- -- -- 185

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DEFERRED FEES --------------------------------------------------------------------------------------------------------------------------- MULTISTATE IV --------------------------------------------------------------------------------------------------------------------------- KANSAS KENTUCKY MICHIGAN MISSOURI OHIO WISCONSIN CONTINUING BOARD MEMBERS MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL --------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner -- 156 92 -- 196 -- Lawrence H. Brown -- -- -- -- -- -- Anne E. Impellizzeri -- 1,021 602 -- 1,280 -- Peter R. Sawers -- 1,027 606 -- 1,288 -- William J. Schneider -- 1,040 613 -- 1,304 -- Judith M. Stockdale -- 276 162 -- 361 -- ---------------------------------------------------------------------------------------------------------------------------

Nuveen Investments, Inc. maintains charitable contributions programs to encourage the active support and involvement of individuals in the civic activities of their community. These programs include a matching contributions program and a direct contributions program. The Independent Board Members of the funds managed by the Adviser are eligible to participate in the charitable contributions program of Nuveen Investments, Inc. Under the matching program, Nuveen Investments, Inc. will match the personal contributions of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum amount of $10,000 during any calendar year. Under its direct (non-matching) program, Nuveen Investments, Inc. makes contributions to qualifying Section 501(c)(3) organizations, as approved by the Corporate Contributions Committee of Nuveen Investments, Inc. The Independent Board Members are also eligible to submit proposals to the committee requesting that contributions be made under this program to Section 501(c)(3) organizations identified by the Board Member, in an aggregate amount not to exceed $5,000 during any calendar year. Any contribution made by Nuveen Investments, Inc. under the direct program is made solely at the discretion of the Corporate Contributions Committee. COMMITTEES The Board has five standing committees: the executive committee, the audit committee, the governance committee, the dividend committee and the valuation committee. Peter R. Sawers and Timothy R. Schwertfeger currently serve as members of the executive committee of the Board of each Trust. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, are limited to: (i) emergency matters where assembly of the full Board is impracticable (in which case management will take all reasonable steps to quickly notify each individual Board Member of the actions taken by the executive committee) or (ii) matters of an administrative or ministerial nature. The executive committee of each Trust held no meetings during their last fiscal year. Lawrence H. Brown and Timothy R. Schwertfeger are current members of the dividend committee. The dividend committee is authorized to declare distributions on the Funds' shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The dividend committee of each Trust held four meetings during its last fiscal year. Lawrence H. Brown and Judith M. Stockdale are current members of the valuation committee for each Trust. The valuation committee oversees the Trust's Pricing Procedures including, but not limited to, the review and approval of fair value pricing determinations made by Nuveen's Valuation Group. The valuation committee of each Trust held one meeting during its last fiscal year, except Ohio Municipal held two meetings. Each Trust's Board has an audit committee composed of Independent Board Members. The audit committee monitors the accounting and reporting policies and practices of the Trusts, the quality and integrity of the financial statements of the Trusts, compliance by the Trusts with legal and regulatory requirements and the independence and performance of the external and internal auditors. The audit committee reviews the work and any recommendations of the Trust's independent auditors. Based on such review, it is authorized to make recommendations to the Board. The audit committee of each Trust held three meetings during its last fiscal year. Nomination of those Board Members who are not "interested persons" of each Trust is committed to a governance committee composed of all Board Members who are not "interested persons" of that Trust. It identifies and recommends individuals to be nominated for election as non-interested Board Members. The committee also reviews matters relating to (1) the composition, duties, recruitment, independence and tenure of Board Members, (2) the selection and review of committee assignments, and (3) Board Member education, board meetings and board performance. The governance committee of each Trust held one meeting during its last fiscal year. In the event of a vacancy on the Board, the governance committee receives suggestions from various sources as to suitable candidates. Suggestions should be sent in writing to Lorna Ferguson, Vice President for Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, IL 60606. The governance committee sets appropriate standards and requirements for nominations for new Board Members and reserves the right to interview all candidates and to make the final selection regarding the nomination of any new Board Members. 14 The Board of each Trust held four regular quarterly meetings except Municipal Trust held three regular meetings and one special board meeting during its last fiscal year. During the last fiscal year, each Board Member attended 75% or more of each Trust's Board meetings and the committee meetings (if a member thereof). THE OFFICERS The following table sets forth information as of May 1, 2003 with respect to each officer, other than Mr. Schwertfeger, who is a Board Member and is included in the table relating to nominees for the Board. Officers receive no compensation from the Funds. The officers of each Trust are elected by the Board on an annual basis to serve until successors are elected and qualified.

----------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND POSITION(S) TERM OF OFFICE COMPLEX NAME, ADDRESS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS SERVED BY AND BIRTHDATE WITH TRUST TIME SERVED** DURING PAST FIVE YEARS OFFICER ----------------------------------------------------------------------------------------------------------------------- Gifford R. Zimmerman Chief Term: Annual Managing Director (since 2002), Assistant 141 333 West Wacker Drive Administrative Length of Service: Secretary and Associate General Counsel, Chicago, IL 60606 Officer Since 1988 formerly, Vice President of Nuveen (9/9/56) Investments, LLC; Managing Director (since 2002), General Counsel and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Managing Director (since 2002) and Assistant Secretary and Associate General Counsel, formerly Vice President (since 2000) of Nuveen Asset Management, Inc.; Assistant Secretary of Nuveen Investments, Inc. (since 1994); Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. (since May 2003); Chartered Financial Analyst. Michael T. Atkinson Vice President Term: Annual Vice President (since 2002), formerly 141 333 West Wacker Drive and Assistant Length of Service: Assistant Vice President (from 2000), Chicago, IL 60606 Secretary Since 2002 previously, Associate of Nuveen (2/3/66) Investments, LLC. Paul L. Brennan Vice President Term: Annual Vice President (since 2002), formerly 135 333 West Wacker Drive Length of Service: Assistant Vice President (since 1997) of Chicago, IL 60606 Since 1997 Nuveen Advisory Corp.; Chartered Financial (11/10/66) Analyst and Certified Public Accountant. Peter H. D'Arrigo Vice President Term: Annual Vice President of Nuveen Investments, LLC 141 333 West Wacker Drive and Treasurer Length of Service: (since 1999); prior thereto, Assistant Vice Chicago, IL 60606 Since 1999 President (from 1997); Vice President and (11/28/67) Treasurer (since 1999) of Nuveen Investments, Inc.; Vice President and Treasurer (since 1999) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp; Vice President and Treasurer of Nuveen Asset Management, Inc. (since 2002) and of Nuveen Investments Advisers Inc. (since 2002); Assistant Treasurer of NWQ Investments Management Company, LLC. (since 2002); Chartered Financial Analyst. Susan M. DeSanto Vice President Term: Annual Vice President of Nuveen Advisory Corp. 141 333 West Wacker Drive Length of Service: (since 2001); previously, Vice President of Chicago, IL 60606 Since 2001 Van Kampen Investment Advisory Corp. (from (9/8/54) 1998). Jessica R. Droeger Vice President Term: Annual Vice President (since 2002) and Assistant 141 333 West Wacker Drive and Secretary Length of Service: General Counsel (since 1998), formerly Chicago, IL 60606 Since 1998 Assistant Vice President (from 1998) of (9/24/64) Nuveen Investments, LLC; Vice President (since 2002) and Assistant Secretary (from 1998), formerly Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.

15

----------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND POSITION(S) TERM OF OFFICE COMPLEX NAME, ADDRESS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS SERVED BY AND BIRTHDATE WITH TRUST TIME SERVED** DURING PAST FIVE YEARS OFFICER ----------------------------------------------------------------------------------------------------------------------- Lorna C. Ferguson Vice President Term: Annual Vice President of Nuveen Investments, LLC 141 333 West Wacker Drive Length of Service: (since 1998); Vice President (since 1998) Chicago, IL 60606 Since 1998 of Nuveen Advisory Corp. and Nuveen (10/24/45) Institutional Advisory Corp. William M. Fitzgerald Vice President Term: Annual Managing Director (since 2001), formerly 141 333 West Wacker Drive Length of Service: Vice President (since 1995) of Nuveen Chicago, IL 60606 Since 1995 Advisory Corp. and Nuveen Institutional (3/2/64) Advisory Corp.; Managing Director of Nuveen Asset Management, Inc. (since 2001); Vice President of Nuveen Investments Advisers Inc. (since 2002); Chartered Financial Analyst. Stephen D. Foy Vice President Term: Annual Vice President (since 1993) and Funds 141 333 West Wacker Drive and Controller Length of Service: Controller (since 1998) of Nuveen Chicago, IL 60606 Since 1993 Investment, LLC; Vice President and Funds (5/31/54) Controller (since 1998) of Nuveen Investments, Inc.; Certified Public Accountant. J. Thomas Futrell Vice President Term: Annual Vice President of Nuveen Advisory Corp.; 135 333 West Wacker Drive Length of Service: Chartered Financial Analyst. Chicago, IL 60606 Since 1992 (7/5/55) Richard A. Huber Vice President Term: Annual Vice President of Nuveen Institutional 135 333 West Wacker Drive Length of Service: Advisory Corp. (since 1998) and Nuveen Chicago, IL 60606 Since 1997 Advisory Corp. (since 1997). (3/26/63) Steven J. Krupa Vice President Term: Annual Vice President of Nuveen Advisory Corp. 135 333 West Wacker Drive Length of Service: Chicago, IL 60606 Since 1990 (8/21/57) David J. Lamb Vice President Term: Annual Vice President of Nuveen Investments, LLC 141 333 West Wacker Drive Length of Service: (since 2000); prior thereto, Assistant Vice Chicago, IL 60606 Since 2000 President (from 1999); formerly Associate (3/22/63) of Nuveen Investments, LLC; Certified Public Accountant. Tina M. Lazar Vice President Term: Annual Vice President of Nuveen Investments, LLC 141 333 West Wacker Drive Length of Service: (since 1999); prior thereto, Assistant Vice Chicago, IL 60606 Since 2002 President (since 1993) of Nuveen (8/27/61) Investments, LLC. Larry W. Martin Vice President Term: Annual Vice President, Assistant Secretary and 141 333 West Wacker Drive and Assistant Length of Service: Assistant General Counsel of Nuveen Chicago, IL 60606 Secretary Since 1988 Investments, LLC; Vice President and (7/27/51) Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; Assistant Secretary of Nuveen Investments, Inc.; Assistant Secretary of Nuveen Asset Management, Inc. (since 1997); Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 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). Edward F. Neild, IV Vice President Term: Annual Managing Director (since 2002), formerly, 141 333 West Wacker Drive Length of Service: Vice President (from 1996) of Nuveen Chicago, IL 60606 Since 1996 Institutional Advisory Corp. and Nuveen (7/7/65) Advisory Corp.; Managing Director of Nuveen Asset Management, Inc. (since 1999); Chartered Financial Analyst.

16

----------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND POSITION(S) TERM OF OFFICE COMPLEX NAME, ADDRESS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS SERVED BY AND BIRTHDATE WITH TRUST TIME SERVED** DURING PAST FIVE YEARS OFFICER ----------------------------------------------------------------------------------------------------------------------- Thomas J. O'Shaughnessy Vice President Term: Annual Vice President (since 2002), previously, 135 333 West Wacker Drive Length of Service: Assistant Vice President (1998) of Nuveen Chicago, IL 60606 Since 1998 Advisory Corp. (9/4/60) Thomas C. Spalding Vice President Term: Annual Vice President of Nuveen Advisory Corp. and 135 333 West Wacker Drive Length of Service: Nuveen Institutional Advisory Corp.; Chicago, IL 60606 Since 1987 Chartered Financial Analyst. (7/31/51)

--------------- ** Length of Service indicates the year the individual became an officer of a fund in the Nuveen fund complex. 2. PROPOSED CHANGES TO EACH FUND'S FUNDAMENTAL INVESTMENT POLICIES The Board has proposed amending each Fund's fundamental investment policies relating to borrowing and lending in connection with the implementation of a proposed interfund lending program. In addition, the Board has proposed amending each Fund's fundamental policy regarding investing in only municipal securities to enable the Fund to invest in non-municipal securities in connection with workouts of distressed credits. BORROWING AND LENDING Each Fund's current fundamental investment policy regarding borrowing states: The Fund may not borrow money, except from banks for temporary or emergency purposes and not for investment purposes and then only in an amount not exceeding (a) 10% of the value of its assets at the time of borrowing or (b) one-third of the value of the Fund's total assets including the amount borrowed, in order to meet redemption requests which might otherwise require the untimely disposition of securities. While any such borrowings exceed 5% of such Fund's total assets, no additional purchases of investment securities will be made by such Fund. If due to market fluctuations or other reasons, the value of the Fund's assets falls below 300% of its borrowings, the Fund will reduce its borrowings within 3 business days. To do this, the Fund may have to sell a portion of its investments at a time when it may be disadvantageous to do so. Each Fund's current fundamental policy regarding lending states: The Fund may not make loans, other than by entering into repurchase agreements and through the purchase of Municipal Obligations or temporary investments in accordance with its investment objections, policies and limitations. The Board recommends that shareholders vote to replace these policies with the following fundamental investment policy governing borrowing and the following fundamental investment policy regarding lending: The Fund may not borrow money, except as permitted by the Investment Company Act of 1940 and exemptive orders granted under the 1940 Act. The Fund may not make loans, except as permitted by the Investment Company Act of 1940 and exemptive orders granted under the 1940 Act. In connection with disaster recovery planning and to provide liquidity in the event that open-end funds in the Nuveen family of funds encounter higher than normal redemption requests that may follow a national disaster such as the events of September 11, 2001, the Boards of the Nuveen Funds have determined that an interfund lending program would allow the Nuveen Funds, including the Funds, to lend and borrow cash for temporary purposes directly to and from each other. The proposed new fundamental investment policies will enable each Trust to participate in this interfund lending program. Because an interfund lending program raises issues under various sections of the 1940 Act, in order to implement the proposal, all Nuveen Funds, including the Funds, will file an application for exemption from certain provisions of the 1940 Act with the Securities and Exchange Commission ("SEC"). The application to the SEC for exemptive relief will not limit interfund lending under the program to emergency situations and the relief, if and when granted, would allow the Adviser to set up a more regular program if it and the Board of the Trust determines that a more regular program would be in the best interests of a fund. Implementation of the interfund lending program is contingent upon the SEC granting the exemptive relief. 17 Nuveen's open-end funds are far more likely to experience large net cash outflows during an emergency situation than the closed-end funds, therefore the open-end funds will likely be the only funds that would borrow extensively under the program. However, because the closed-end funds might be able to lend money at attractive rates under the program, it is proposed that all current and future Nuveen Funds, both open-end and closed-end, may participate in the program. Because the interest earned by the lending fund on such loans is taxable, Nuveen anticipates that funds that invest primarily in municipal securities would only participate in the program as lenders if the Adviser believes that it would be in the best interests of the shareholders of such funds. Funds that invest primarily in securities other than municipal securities may also utilize the program in non-emergency situations. Currently, the Nuveen open-end funds can borrow from banks for temporary purposes and can lend to banks or other entities in the form of repurchase agreements or investment in other short-term instruments. The proposed program would reduce the open-end funds' borrowing costs and enhance their ability to earn higher rates of interest on investment of their short-term cash balances. The open-end funds would still be free to establish committed lines of credit or other borrowing arrangements with banks. It is currently anticipated that the interest rate that will be charged to the funds on any interfund loan ("Interfund Loan Rate") would be the average of the "Repo Rate"(1) and the "Bank Loan Rate."(2) The program would be administered by employees of the Adviser, including representatives of the Funds' Administration and Financial Analysis, Product Management, Portfolio Operations and Trading and/or representatives of the Portfolio Management and Research Department who are not portfolio managers ("Interfund Lending Team"). Under the proposed program, in an emergency situation, a meeting of the Interfund Lending Team would be called and the Team would collect data on the uninvested cash and borrowing requirements of the funds. Once it determines the aggregate amount of cash available for loans and borrowing demand, the Interfund Lending Team would allocate loans among borrowing funds with input from portfolio managers. The Interfund Lending Team would allocate borrowing demand and cash available for lending among the funds on what the Interfund Lending Team believes to be an equitable basis, subject to certain administrative procedures applicable to all funds, such as the time of filing requests to participate, minimum loan lot sizes, and the need to minimize the number of transactions and associated administrative costs. To reduce transaction costs, each loan normally would be allocated in a manner intended to minimize the number of funds necessary to complete the loan transaction. The method of allocation and related administrative procedures would be approved by the Board, including a majority of the Independent Board Members, to ensure both borrowing and lending funds participate on an equitable basis. The Adviser would (i) monitor the interest rates charged and other terms and conditions of the Interfund Loans, (ii) ensure compliance with each fund's investment policies and limitations, (iii) ensure equitable treatment of each fund, and (iv) make quarterly reports to the Board concerning any transactions by the funds under the program and the Interfund Loan Rates. Nuveen would administer the credit facility as part of its duties under its existing advisory contract with each fund and would receive no additional fee as compensation for its services. The actual terms of any Interfund Loan Program in which the Funds may participate may change from time to time from the description presented here both as a result of a regulatory action in connection with the granting of the appropriate regulatory approvals, or as approved by a Board of a Trust. Although, under the proposed new investment policies, each Fund may borrow and lend to the full extent permitted by the 1940 Act, currently each Fund only intends to change its current practices with respect to borrowing and lending solely to the extent it participates in the proposed interfund lending program. However, under the proposed new investment policies, each Fund reserves the right in the future to engage in borrowing and lending to the full extent permitted by the 1940 Act. INVESTMENTS IN MUNICIPAL SECURITIES Each Fund currently has the following fundamental policy: The Fund may not invest in securities other than Municipal Obligations and short-term securities, as described in the Prospectus. --------------- (1) The "Repo Rate" for any day would be the highest rate available to the funds from investing in overnight repurchase agreements with a highly reputable counterparty. (2) The "Bank Loan Rate" for any day would be calculated by Nuveen each day an interfund loan is made according to a formula established by the Board designed to approximate the lowest interest rate at which bank short-term loans would be available to the funds. The formula would be based upon a publicly available rate (e.g., Federal Funds plus 25 basis points) and would vary with this rate so as to reflect changing bank loan rates. The Board periodically would review the continuing appropriateness of using the publicly available rate, as well as the relationship between the Bank Loan Rate and current bank loan rates that would be available to the funds. The initial formula and any subsequent modifications to the formula would be subject to the approval of the Board. 18 The Board recommends that shareholders vote to replace this policy with the following fundamental policy: The Fund may not invest in securities other than Municipal Obligations and short-term securities, as described in the Prospectus, except the Fund may invest up to 5% of its net assets in tax-exempt or taxable fixed-income or equity securities for the purpose of acquiring control of an issuer whose municipal bonds (a) the Fund already owns and (b) have deteriorated or are expected shortly to deteriorate significantly in credit quality, provided the Adviser determines such investment should enable the Fund to better maximize its existing investment in such issuer. In connection with distressed issuers, the revised policy would provide the Adviser with the flexibility to pursue each Fund's interests in bond workout situations. It is anticipated that the Funds would invest in such taxable fixed-income or equity securities in cases where the Adviser determines that acquiring control of management of an issuer whose municipal bonds have deteriorated or are expected to deteriorate significantly in credit quality would likely enable the Funds to better prevent the credit deterioration or facilitate the liquidation or other workout of the issuer's credit problem. Investments in any taxable fixed-income or equity securities may produce taxable income to a Fund. VOTES REQUIRED Approval of the proposed changes to a Fund's fundamental investment policies requires the affirmative vote of a "majority of the outstanding voting securities" of that Fund voting separately with each class of shares of the Fund voting together as a single class. The term "majority of the outstanding voting securities" as defined in the 1940 Act means the affirmative vote of the lesser of (1) 67% of the voting securities of the Fund present at the meeting if more than 50% of the outstanding shares of the Fund are present in person or by proxy or (2) more than 50% of the outstanding shares of the Fund. Shareholders of each Fund will vote separately on the proposed changes to each fundamental investment policy. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED CHANGES TO EACH FUND'S FUNDAMENTAL INVESTMENT POLICIES. APPOINTMENT OF INDEPENDENT AUDITORS Each Board has appointed PriceWaterhouseCoopers LLP independent public accountants, as independent auditors to audit the books and records of each Trust for its fiscal year. A representative of PriceWaterhouseCoopers LLP will be present at the meeting to make a statement, if such representative so desires, and to respond to shareholders' questions. PriceWaterhouseCoopers LLP has informed each Trust that it has no direct or indirect material financial interest in the Trust, Nuveen, the Adviser or any other investment company sponsored by Nuveen. On May 15, 2002, Arthur Andersen LLP resigned as independent accountants of the Nuveen open-end mutual funds. Each Trusts' audit committee accepted Arthur Andersen's resignation, participated in the process of evaluating new accounting firms and approved the selection of PricewaterhouseCoopers LLP as the new independent accountants on May 15, 2002. The reports of Arthur Andersen LLP on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle. In connection with its audits for the two most recent fiscal years and through May 15, 2002 there were no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Arthur Andersen LLP would have caused them to make reference thereto in their report on the financial statements for such years. During the two most recent fiscal years and through May 15, 2002, there have been no events that are required to be reported. Nuveen has requested that Arthur Andersen LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. However in light of the circumstances surrounding Arthur Andersen LLP, Nuveen was not able to obtain such letter for inclusion with this proxy. INFORMATION ABOUT THE ADVISER The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as investment adviser and manager for each Fund. The Adviser is a wholly owned subsidiary of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen Investments, Inc., is approximately 79% owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385 Washington Street, St. Paul, Minnesota 55102, and is principally engaged in providing property-liability insurance through subsidiaries. INFORMATION ABOUT THE UNDERWRITER Nuveen Investments, LLC (the "Underwriter"), located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the principal underwriter for each Fund. The Underwriter is a wholly owned subsidiary of Nuveen Investments, Inc. SHAREHOLDER PROPOSALS The Trusts do not generally hold annual shareholders' meetings, but will hold special meetings as required or deemed desirable. Because each Trust does not hold regular shareholders' meetings, the anticipated date of the next special 19 shareholders' meeting (if any) cannot be provided. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders' meeting of a Trust should send their written proposals to the Trust at 333 West Wacker Drive, Chicago, Illinois 60606. Proposals must be received a reasonable time before a Trust begins to print and mail its proxy materials for the meeting. EXPENSES OF PROXY SOLICITATION The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement will be paid by the Trusts. All other costs in connection with the solicitation of proxies, will be paid by the Trusts pro rata based on the number of shareholder accounts. Additional solicitation may be made by letter, telephone or telegraph by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. The Trusts have engaged D.F. King & Co., Inc., to assist in the solicitation of proxies at an estimated cost of $2,500 per Fund plus reasonable expenses. FISCAL YEAR The last fiscal year end for each Trust was as follows: Municipal Trust April 30, 2003 Multistate I May 31, 2003 Multistate II February 28, 2003 Multistate III May 31, 2003 Multistate IV May 31, 2003 ANNUAL REPORT DELIVERY Annual reports were sent to shareholders of record following each Trust's fiscal year end. Each Trust will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Trust at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787. Please note that only one annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or proxy statement, or, for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above. GENERAL Management does not intend to present and does not have reason to believe that any other items of business will be presented at any Special Meeting. However, if other matters are properly presented to the Special Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Trust. A list of shareholders entitled to be present and to vote at each Special Meeting will be available at the offices of the Trusts, 333 West Wacker Drive, Chicago, Illinois, for inspection by any shareholder during regular business hours beginning ten days prior to the date of that Special Meeting. Failure of a quorum to be present at any Special Meeting will necessitate adjournment and will subject that Trust to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Special Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Trust's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. 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 June 17, 2003 20 APPENDIX 1

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- All-American A MLPF&S for the Sole Benefit of Its 4,366,230.5620 20.79 Customers Attn Fund Admin Sec 974T2 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 High Yield A MLPF&S 660,473.3710 13.61 For Its Customers Attn Fund Admin Sec 97E84 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Insured Municipal A -- Intermediate Duration A MLPF&S for the Benefit of Its Customers 6,842,573.9790 23.43 Attn Fund Admn/97GX8 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Limited Term A MLPF&S for the Sole Benefit of Its 10,019,064.1580 21.15 Customers Attn Fund Admin Sec 973N5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Arizona Municipal A MLPF&S for the Benefit of Its Customers 1,152,891.3590 17.51 Attn Fund Admn 97E76 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 California Municipal A MLPF&S for the Benefit of Its Customers 295,969.6720 5.89 Attn Fund Admn/97E72 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 California Insured A Painwebber for the Benefit of Mildred 603,475.7520 8.47 D. Galli Ttee of the Mildred D. Galli Revocable Trust Dtd 12-21-00 48 Linden Ave. Atherton, CA 94027-2149 Colorado Municipal A MLPF&S for the Sole Benefit & of Its 531,262.8940 17.13 Customers Attn Fund Admn Sec 971X9 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Connecticut Municipal A MLPF&S for the Sole Benefit & of Its 3,880,378.6870 18.11 Customers Attn Fund Admn Sec 973F5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Florida Municipal A MLPF&S for the Benefit of Its Customers 6,625,290.5000 27.97 Attn Fund Admn 97E80 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Georgia Municipal A MLPF&S for the Sole Benefit of Its 2,749,298.3500 26.27 Customers Attn Fund Admn Sec 970C4 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Kansas Municipal A MLPF&S for the Sole Benefit of Its 1,198,252.3910 12.55 Customers Attn Fund Admn 979D0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Kentucky Municipal A MLPF&S for the Benefit of Its Customers 3,108,941.0190 8.28 Attn Fund Admn Sec 971X8 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484

A-1

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- Louisiana Municipal A MLPF&S for the Sole Benefit of Its 3,020,355.5160 37.91 Customers Attn Fund Admn Sec 70079 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Nuveen Maryland Municipal A MLPF&S for the Benefit of Its Customers 292,119.9830 9.33 Attn Fund Admn/97E83 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Massachusetts Municipal A -- Massachusetts Insured A -- Michigan Municipal A MLPF&S for Its Customers 6,631,667.2240 39.41 Attn Fund Admn 97E75 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Missouri Municipal A MLPF&S for the Sole Benefit & of Its 3,076,815.4940 14.87 Customers Attn Fund Admn Sec 973G2 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New Jersey Municipal A MLPF&S for the Benefit of Its Customers 756,619.3440 10.98 Attn Fund Admn/97E82 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New Mexico Municipal A MLPF&S for the Sole Benefit of Its 1,008,946.9720 22.73 Customers Attn Fund Admn Sec 97AF5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New York Municipal A MLPF&S for the Benefit of Its Customers 1,437,223.5390 13.64 Attn Fund Admn/97E86 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New York Insured A MLPF&S for the Benefit of Its Customers 384,880.4080 5.61 Attn Fund Admn/97E77 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 North Carolina Municipal A MLPF&S for the Sole Benefit of Its 1,943,399.3580 12.01 Customers Attn Fund Admn Sec 970C6 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Ohio Municipal A MLPF&S For Its Customers 9,465,561.2670 28.84 Attn Fund Admn/97E84 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Pennsylvania Municipal A MLPF&S For Its Customers 1,244,788.6040 19.13 Attn Fund Admn/97E74 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Tennessee Municipal A MLPF&S for the Sole Benefit of Its 4,016,176.5270 16.80 Customers Attn Fund Admn Sec 970N6 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Virginia Municipal A MLPF&S for Its Customers 2,577,595.1870 18.63 Attn Fund Admn 97E81 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Wisconsin Municipal A Citigroup Global Markets Inc. 840,873.3090 21.27 00127113901 333 West 34th Street -- 3rd Floor New York, NY 10001-2402

A-2

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- All-American B MLPF&S for the Sole Benefit of Its 1,227,417.4290 28.50 Customers Attn Fund Admn Sec 97NB8 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 High Yield B MLPF&S for Its Customers 726,247.0560 24.03 Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Insured Municipal B MLPF&S for the Benefit of Its Customers 534,419.5910 13.48 Attn Fund Admn/97NB1 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Intermediate Duration B MLPF&S for the Benefit of Its Customers 1,357,497.3560 35.80 Attn Fund Admn/97NB0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Arizona Municipal B MLPF&S for the Sole Benefit of Its 169,621.8100 28.55 Customers Attn Fund Admn Sec 97ND2 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 California Municipal B MLPF&S for the Benefit of Its Customers 230,450.3110 12.97 Attn Fund Admn/97NB2 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Painwebber for the Benefit of 96,292.2310 5.42 Florence V Johnston Ttee Johnston Family Trust #1 Utd 02/21/82 4539 Perham Corona Del Mar, CA 92625-3123 California Insured B MLPF&S for the Benefit of Its Customers 382,932.8510 19.72 Attn Fund Admn/97NB3 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Colorado Municipal B MLPF&S for the Sole Benefit of Its 77,073.5140 13.11 Customers Attn Fund Admn Sec 97NC0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Pershing LLC 33,062.3920 5.62 P.O. Box 2052 Jersey City, NJ 07303-2052 Pershing LLC 60,196.8870 10.24 P.O. Box 2052 Jersey City, NJ 07303-2052 Connecticut Municipal B MLPF&S for the Sole Benefit of Its 613,372.0130 20.43 Customers Attn Fund Admn Sec 97NC1 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Florida Municipal B MLPF&S for the Sole Benefit of Its 1,095,748.4860 34.39 Customers Attn Fund Admn Sec 97ND3 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Georgia Municipal B MLPF&S for the Sole Benefit of Its 645,973.3720 36.12 Customers Attn Fund Admn Sec 97NC2 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Kansas Municipal B MLPF&S for the Sole Benefit of Its 129,588.2040 10.90 Customers Attn Fund Admn Sec 97NC3 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484

A-3

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- Kentucky Municipal B MLPF&S for the Sole Benefit of Its 246,657.4830 13.31 Customers Attn Fund Admn Sec 97NC4 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Louisiana Municipal B MLPF&S for the Sole Benefit of Its 774,832.9410 39.49 Customers Attn Fund Admn Sec 97NC5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Maryland Municipal B MLPF&S for the Benefit of Its Customers 389,017.5220 28.26 Attn Fund Admn 97NB4 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 NFSC FEBO A1F-190500 86,821.7730 6.31 Alan F Rabson Ruth Kirschstein 6 West Drive Bethesda, MD 20814-1510 Massachusetts Municipal B MLPF&S for the Benefit of Its Customers 188,302.5300 23.66 Attn Fund Admn/97NB5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Massachusetts Insured B MLPF&S for the Benefit of Its Customers 35,523.1380 5.71 Attn Fund Admn/97NB6 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Deborah Gilman 37,131.7500 5.97 Stuart Cohen Trs Deborah Gilman 1999 Rev Trust U/A 03/11/99 280 Newtonville Ave, Apt 509 Newton, MA 02460-2053 Josephine H Penna 33,364.2090 5.36 Marilyn P Kane Anita C Morace JT Wros 80 Howard St Agawam, MA 01001-1132 Michigan Municipal B MLPF&S for the Sole Benefit of Its 325,329.6200 35.70 Customers Attn Fund Admn Sec 97ND4 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Ruth A Weglarz 57,461.3800 6.30 David A & Michael J Hagen Trs Elaine M Hagen Irrevocable Trust U/A 06/29/99 47991 Ben Franklin Drive Shelby Township, MI 48315-4123 Missouri Municipal B MLPF&S for the Sole Benefit of Its 230,947.6830 22.07 Customers Attn Fund Admn Sec 97NC6 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New Jersey Municipal B MLPF&S for the Benefit of Its Customers 654,066.2000 25.90 Attn Fund Admn Sec 97NH0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New Mexico Municipal B MLPF&S for the Sole Benefit of Its 118,481.8020 22.00 Customers Attn Fund Admn Sec 97NC7 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484

A-4

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- New York Municipal B MLPF&S for the Benefit of Its Customers 635,183.5960 16.35 Attn Fund Admn/97NH1 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New York Insured B MLPF&S for the Benefit of Its Customers 554,951.4100 21.56 Attn Fund Admn/97NB7 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 NFSC FEBO OTM-562610 154,052.5250 5.99 William M Donofrio 25 Homer Street Staten Island, NY 10301-3101 North Carolina Municipal B MLPF&S for the Sole Benefit of Its 241,648.2500 10.61 Customers Attn Fund Admn Sec 97NC8 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Ohio Municipal B MLPF&S for the Sole Benefit of Its 891,259.9430 37.87 Customers Attn Fund Admn Sec 97ND5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Pennsylvania Municipal B MLPF&S for the Sole Benefit of Its 348,282.7550 29.18 Customers Attn Fund Admn Sec 97ND6 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Tennessee Municipal B MLPF&S for the Sole Benefit of Its 134,716.6280 6.92 Customers Attn Fund Admn Sec 97ND0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Virginia Municipal B MLPF&S for the Sole Benefit of Its 403,632.5570 21.15 Customers Attn Fund Admn Sec 97ND7 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Wisconsin Municipal B MLPF&S for the Sole Benefit of Its 31,698.9730 5.75 Customers Attn Fund Admn Sec 97ND1 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Painwebber for the Benefit of 58,094.5020 10.54 Mr William J Hurkman and Mrs Marian T Hurkman Jtten 2304 South Arch Street Janesville, WI 53546-6126 USBANCORP Piper Jaffray 29,603.1480 5.37 A C 1840-1944 U S Bancorp Center 800 Nicollet Mall Minneapolis, MN 55402-7000 Fahnestock & Co Inc FBO 92,193.5210 16.72 D160000248 Richard Blomquist 1660 N. Prospect Ave #2807 Milwaukee, WI 53202-6716 Nuveen All-American C MLPF&S for the Sole Benefit of Its 3,035,789.2200 46.56 Customers Attn Fund Admn Sec 97MB0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 High Yield C MLPF&S for Its Customers 819,278.9090 35.12 Attn Fund Admn 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484

A-5

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- Insured Municipal C MLPF&S for the Benefit of Its Customers 535,413.3390 17.57 Attn Fund Admn/97GW6 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Intermediate Duration C MLPF&S for the Benefit of Its Customers 2,184,971.3980 40.89 Attn Fund Admn/97GX9 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Limited Term C MLPF&S for the Sole Benefit of Its 14,506,729.9000 46.73 Customers Attn Fund Admn Sec 97HW4 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Arizona Municipal C MLPF&S for Its Customers 246,767.8970 30.20 Attn Fund Admn 97GX6 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Pershing LLC 57,229.9940 7.00 P.O. Box 2052 Jersey City, NJ 07303-2052 California Municipal C Joseph Daou 91,886.1460 5.43 Marie Daou Trs Joseph & Marie Daou Fam Trust U/A 03/11/96 PO Box 676188 Rancho Santa Fe, CA 92067-6188 Citigroup Global Markets Inc. 98,135.4270 5.80 00154905690 333 West 34th Street -- 3rd Floor New York, NY 10001-2402 MLPF&S for the Benefit of Its Customers 273,678.8420 16.18 Attn Fund Admn/97GY0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 California Insured C MLPF&S for the Benefit of Its Customers 176,414.7040 13.87 Attn Fund Admn/97GY1 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Dean Witter for the Benefit of 72,992.7010 5.74 The Maniatakos Family Trust PO Box 250 Church Street Station New York, NY 10008-0250 Colorado Municipal C MLPF&S for the Sole Benefit of Its 209,416.9990 32.65 Customers Attn Fund Admn Sec 97ND9 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 First Clearing Corporation 34,668.3550 5.40 A C 6727-4390 Ruth H Richard 2731 S Xanadu Way Aurora, CO 80014-3479 Connecticut Municipal C MLPF&S for the Sole Benefit of Its 785,907.7610 21.06 Customers Attn Fund Admn Sec 97CM5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 NFSC FEBO C1Q-077658 215,800.9640 5.78 Andrew A Rooney 524 West 57th Street New York, NY 10019-2902 Florida Municipal C MLPF&S for Its Customers 1,767,119.2620 51.06 Attn Fund Admn 97GX3 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484

A-6

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- Georgia Municipal C MLPF&S for the Sole Benefit of Its 1,123,838.8870 44.59 Customers Attn Fund Admn Sec 97C83 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Kansas Municipal C MLPF&S for the Sole Benefit of Its 333,004.4660 14.57 Customers Attn Fund Admn Sec 97NE0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Kentucky Municipal C MLPF&S for the Sole Benefit of Its 1,224,062.0130 28.23 Customers Attn Fund Admn Sec 97CM9 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Louisiana Municipal C MLPF&S for the Sole Benefit of Its 424,126.2890 26.43 Customers Attn Fund Admn Sec 97DD4 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Maryland Municipal C Jessie L & John L Daniels & 71,876.9720 6.12 Diane D Cole & Lynne D Mella Trs Jessie L Daniels Trust U/A 12/21/92 9039 Rouen Ln Potomac, MD 20854-3135 MLPF&S for the Benefit of Its Customers 180,528.8810 15.38 Attn Fund Admn/97GX7 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Massachusetts Municipal C MLPF&S for the Benefit of Its Customers 158,548.3400 14.50 Attn Fund Admn/97GY9 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Massachusetts Insured C MLPF&S for the Benefit of Its Customers 106,303.2320 8.15 Attn Fund Admn/97GX5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Michigan Municipal C MLPF&S for Its Customers 1,846,101.0670 51.08 Attn Fund Admn/97GW2 4800 Deer Lake Dr E Jacksonville, FL 32246-6484 Missouri Municipal C MLPF&S for the Sole Benefit of Its 913,187.2160 43.85 Customers Attn Fund Admn Sec 97DD3 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 NFSC FEBO Y02-057240 109,112.9050 5.24 George K Capps PO Box 4424 Chesterfield, MO 63006-4424 New Jersey Municipal C MLPF&S for the Benefit of Its Customers 574,914.2680 26.80 Attn Fund Admn/97GX1 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New Mexico Municipal C MLPF&S for the Sole Benefit of Its 88,755.0740 20.52 Customers Attn Fund Admn Sec 97NE1 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Raymond James Assoc Inc. 34,872.6670 8.06 FBO Salazar MC BIN 50152500 880 Carillon Pkwy St Petersburg, FL 33716-1100

A-7

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- Raymond James Assoc Inc. 59,195.3550 13.68 FBO Gebhart AM BIN 50094911 880 Carillon Pkwy St Petersburg, FL 33716-1100 Raymond James Assoc Inc. 39,649.0600 9.17 FBO Hillerman R BIN 50099070 880 Carillon Pkwy St Petersburg, FL 33716-1100 New York Municipal C MLPF&S for the Benefit of Its Customers 903,252.1650 32.06 Attn Fund Admn/97G00 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 New York Insured C MLPF&S for the Benefit of Its Customers 444,576.6270 29.14 Attn Fund Admn/97GX0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 North Carolina Municipal C MLPF&S for the Sole Benefit of Its 628,624.5360 25.87 Customers Attn Fund Admn Sec 97CM8 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Ohio Municipal C MLPF&S for Its Customers 1,688,475.1370 39.46 Attn Fund Admn 97GY8 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Pennsylvania Municipal C MLPF&S for Its Customers 929,167.5970 46.45 Attn Fund Admn 97GX4 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Tennessee Municipal C NFSC FEBO -- AB 4-011339 278,745.6450 7.71 Louise K Ellis 1550 Kenesaw Dr Knoxville, TN 37919-7861 MLPF&S for the Sole Benefit of Its 1,425,500.1560 39.45 Customers Attn Fund Admn Sec 97CM7 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Virginia Municipal C MLPF&S for Its Customers 789,334.2000 37.82 Attn Fund Admn 97GX2 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Wisconsin Municipal C MLPF&S for the Sole Benefit of Its 57,415.6090 13.57 Customers Attn Fund Admn Sec 97NE3 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 All-American R Nikki L. Teik Ttee & 33,231.7430 7.23 Robert J. Teik Ttee The Teik Family Trust UA Dtd 07/27/1998 20 Lakeside Dr S Barrington, IL 60010-5311 Alice B. Bonnet 47,510.4430 10.34 PO Box 669 La Porte, IN 46352-0669 Kenneth Z. Slater 98,581.2250 21.46 Richard J. Slater The Kendall Trust U/A 6/20/02 c/o George Famigillo Jr CPA 1634 Main St Sarasota, FL 34236-5811

A-8

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- High Yield R Charles L Piskac 43,101.2300 8.36 and Betty L Piskac JT Wros 4842 Knickerbocker St Houston, TX 77035-3428 Pershing LLC 63,355.2970 12.30 P O Box 2052 Jersey City, NJ 07303-2052 Kenneth Z Slater 166,555.6400 32.32 Richard J Slater The Kendall Trust c/o George Famigillo Jr CPA 1634 Main St Sarasota FL 34236-5811 Insured Municipal R -- Intermediate Duration R -- Limited Term R Kenneth Z Slater 445,860.7920 56.19 Richard J Slater The Kendall Trust c/o George Famigillo Jr CPA 1634 Main Street Sarasota, FL 34236-5811 Pershing LLC 80,696.4260 10.17 P.O. Box 2052 Jersey City, NJ 07303-2052 Arizona Municipal R Lois Jones 91,524.3680 5.36 UA Dec 31 87 Lois Jones Trust 8656 N 84th St Scottsdale, AZ 85258-2431 MLPF&S for Its Customers 108,508.6130 6.35 Attn Fund Admn 979D4 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 California Municipal R -- California Insured R -- Colorado Municipal R Joseph N Emmons 13,194.1550 17.37 2428 Virgo Drive Colorado Spgs, CO 80906-1048 Raymond Munyon 34,983.2100 46.06 Lisa Ann Munyon & Renee L Miller Tr Munyon Family Irrevocable Trust UA 08/28/92 7650 Kline Dr Arvada, CO 80005-3776 Harold M Gott 11,930.1250 15.71 PO Box 1929 Montrose, CO 81402-1929 Connecticut Municipal R Elizabeth L McColgin 21,193.1260 5.86 Elizabeth L McColgin Trust U/A 07/30/85 101 Hat Shop Hill Rd Bridgewater, CT 06752-1238 Edward D Jones and Co F/A/O 38,307.1070 10.60 Philip Thomas Benard EDJ #144-01636-1-4 P O Box 2500 Maryland Heights, MO 63043-8500 LPL Financial Services 39,025.3080 10.79 A C 4099-8991 9785 Towne Centre Drive San Diego, CA 92121-1968

A-9

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- LPL Financial Services 25,023.8760 6.92 A C 3444-6088 9785 Town Centre Drive San Diego, CA 92121-1968 Florida Municipal R Frank H Poe 514,388.2380 8.03 U/A 11/27/91 Frank H Poe Trust 425 S Dixie Hwy Coral Gables, FL 33146-2202 Georgia Municipal R Robert A Scott 34,707.5290 12.85 Faye Donley Scott 2065 Compton Way Alpharetta, GA 30022-7125 Marcia B Crouch 17,747.1080 6.57 22780 Fairmount Blvd Cleveland, OH 44118-4834 Christine M Wade 151,588.6420 56.13 Wade Living Trust U/A 04/13/98 105 Autumn Glen Circle Apt 414 Fayetteville, GA 30215-6878 Kansas Municipal R Trukan & Co 97,526.2720 83.21 PO Box 3699 Wichita, KS 67201-3699 Kentucky Municipal R Hugh M Cohen 22,942.7030 22.18 4003 Adelaide Ct Louisville, KY 40241-4106 Edward D Jones & Co FAO 8,247.9200 7.97 Joseph E Knight Edj 421-04756-1-4 PO Box 2500 Maryland Heights, MO 63043-8500 Fifth Third Bank Ttee 8,110.5540 7.84 Joseph & Doris A/C # P.O. Box 3385 Cincinnati, OH 45263-0001 Bank of Benton 45,619.7810 44.10 Attn Linda Blanchard 1012 Main St Benton, KY 42025-1412 Louisiana Municipal R Richard L Lucas 7,982.6070 68.53 PO Box 5564 Alexandria, LA 71307-5564 Jack L Roberts 3,123.0100 26.81 and Ethelene Roberts JT Wros 141 Island Rd Marksville, LA 71351-4514 Maryland Municipal R MLPF&S for the Benefit of Its Customers 198,413.0320 5.01 Attn Fund Admn/979D5 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Massachusetts Municipal R -- Massachusetts Insured R -- Michigan Municipal R -- Nuveen Missouri Municipal R Frank J Mack 3,997.3060 8.47 Laverne M Mack JT Ten 851 W Lois St Springfield, MO 65807-2512

A-10

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- Terry M Moser Ttee 7,782.1440 16.50 Terry M Moser Rev Trust U A Dtd October 22, 1986 5414 Village Courtway Ln St Louis, MO 63128-3847 Susan Williams Ttee 16,819.6530 35.66 Neil M Bischoff Martha L Bischoff Residual Trust U A Dtd 9-21-93 2830 Hilly Haven Court St Louis, MO 63129-5708 Pershing LLC 16,332.5670 34.63 P.O. Box 2052 Jersey City, NJ 07303-2052 New Jersey Municipal R -- New Mexico Municipal R George R Havens 3,469.4960 5.11 and Patricia M Havens JT Wros 1710 Saint James Cir The Villages, FL 32162-7651 Herschel W Rogers 4,735.4250 6.97 Rosemary E Rogers Trs H W & R E Rogers Rev Trust U/A 12/05/96 4509 Acapulco Dr Albuquerque, NM 87111-2813 Mary Swickard 34,188.7140 50.36 84 Barcelona Ave Los Alamos, NM 87544-3428 William V Mason 7,700.8560 11.34 and Jean C Mason Jt Ten 200 Oak Steet NE Albuquerque, NM 87106-4740 Wells Fargo Investments LLC 4,163.9520 6.13 A C 5599-9485 608 Second Avenue South 8th Fl Minneapolis, MN 55402-1916 Winifred F Rice 5,091.0000 7.50 2801 San Pablo St NE Albuquerque, NM 87110-2714 New York Municipal R -- New York Insured R -- North Carolina Municipal R David M Jenkins 11,750.9800 5.12 17 Perrys Cove Dr Hertford, NC 27944-8394 Wayne D Brodd 11,483.8500 5.01 5012 Hermitage Dr Raleigh, NC 27612-2714 Legg Mason Wood Walker Inc. 11,632.5850 5.07 616-00836-11 PO Box 1476 Baltimore, MD 21203-1476 Ruth A Smith 18,165.9570 7.92 14 Springmoor Dr Raleigh, NC 27615-4324 Ohio Municipal R -- Pennsylvania Municipal R -- Tennessee Municipal R Darius A Hensley 13,737.0550 13.18 PO Box 305 Piney Flats, TN 37686-0305

A-11

----------------------------------------------------------------------------------------------------------------------- TITLE OF NUMBER OF PERCENT FUND CLASS NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OF CLASS ----------------------------------------------------------------------------------------------------------------------- J C Hawk and Ruth L Hawk 6,024.9100 5.78 Jt Wros 2015 Sherwood Dr Johnson City, TN 37601-3236 MLPF&S for the Sole Benefit of Its 5,518.9750 5.29 Customers Attn Fund Admn SEC 97NG0 4800 Deer Lake Dr E Floor 3 Jacksonville, FL 32246-6484 Burton C Johnson 6,665.1330 6.39 Burton C Johnson Trust U/A Dtd 01/30/02 PO Box 350 Rutledge, TN 37861-0350 Bancorp South Bank 24,875.4920 23.86 C O Trust P0 Box 1605 Jackson, MS 39215-1605 First Clearing Corporation 7,225.0700 6.93 A C 2171-3135 Jeffrey L Cooper PO Box 27461 Memphis, TN 38167-0461 Tennessee Municipal R Edward D Jones and Co F A O 8,650.8140 8.30 Ina Corder Stephenson EDJ 152-03487-1-3 P O Box 2500 Maryland Heights, MO 63043-8500 Virginia Municipal R -- Wisconsin Municipal R Pershing LLC 2,903.7160 17.61 P O Box 2052 Jersey City, NJ 07303-2052 Edward D Jones and Co F A O 5,438.5030 32.98 Elizabeth H Sohn Ttee U A Dtd 03 07 96 For EDJ 227-05112-1-1 P O Box 2500 Maryland Heights, MO 63043-8500 John J Churillo 8,149.6170 49.42 John J Churillo Trust U/A March 25 93 W 164 S 8001 Sobek Lane Muskego, WI 53150

A-12 [NUVEEN INVESTMENTS LOGO] Nuveen Investments 333 West Wacker Drive Chicago, IL 60606-1286 (800) 257-8787 www.nuveen.com MUNI0703 (NUVEEN LOGO) NUVEEN INVESTMENTS Nuveen Investments o 333 West Wacker Dr. o Chicago www.nuveen.com Template for NAC Open End Funds 3 EASY WAYS TO VOTE YOUR PROXY 1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and use the control number shown. 2. On the internet at www.proxyweb.com, enter the control number shown and follow the simple instructions. 3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope, to Proxy Tabulator, PO Box 9122, Hingham, MA 02043. **** CONTROL NUMBER: 999 999 999 999 98 **** THIS PROXY IS SOLICITED BY THE BOARD OF [FUND NAME] FOR A SPECIAL MEETING OF SHAREHOLDERS, JULY 28, 2003. The Special Meeting of shareholders will be held Monday, July 28, 2003 at 10:30 a.m. Central Time, in the Sixth floor auditorium of The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois. At this meeting, you will be asked to vote on the proposal described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of shareholders to be held on July 28, 2003 or any adjournment or adjournments thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyweb.com). Date: --------------------------- SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT. (Please sign in Box) ------------------------------------------ ------------------------------------------ NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY, IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST, OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. 1. Election of Board Members: (01) Timothy R. Schwertfeger (07) Judith M. Stockdale FOR WITHHOLD (02) William J. Schneider (08) William E. Bennett NOMINEES AUTHORITY (03) Robert P. Bremner (09) Jack B. Evans listed at left to vote for (04) Lawrence H. Brown (10) William L. Kissick (except as all Nominees (05) Anne E. Impellizzeri (11) Thomas E. Leafstrand marked to listed at left (06) Peter R. Sawers (12) Shelia W. Wellington the contrary) [ ] [ ] (INSTRUCTION: To withhold authority to vote for any individual Nominee(s), write the number(s) of the nominee(s) on the line provided below.) -------------------------------------------------------------------------------- FOR AGAINST ABSTAIN 2. To approve a change to a fundamental Investment restriction with respect to [ ] [ ] [ ] lending. 3. To approve a change to a fundamental Investment restriction with respect to [ ] [ ] [ ] borrowing. 4. To approve a change to a fundamental investment restriction with respect to [ ] [ ] [ ] investing in municipal securities. [MUNI]