DEF 14A 1 c95529d5def14a.txt DEFINITIVE NOTICE AND PROXY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] 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 Section 240.14A-11(c) or Section 240.14a-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)(4) 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 FUND SHAREHOLDERS JUNE 16, 2005 Although we recommend that you read the complete Proxy Statement, for your convenience, we have provided a brief overview of the issues to be voted on. Q. WHY AM I RECEIVING THIS PROXY STATEMENT? A. Pursuant to an investment management agreement between your Fund and Nuveen Asset Management ("NAM"), NAM has served as your Fund's investment adviser and has been responsible for the overall investment strategy of your Fund. In addition, for certain Funds, NAM entered into an investment sub-advisory agreement pursuant to which a sub-adviser was retained to furnish investment advisory services to the Fund. NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen"). Nuveen is a publicly traded company and, until recently, was a majority-owned subsidiary of The St. Paul Travelers Companies, Inc. ("St. Paul Travelers"). As part of St. Paul Travelers' previously announced three-part program to sell its entire equity interest in Nuveen (the "Sale"), St. Paul Travelers sold 39.3 million shares of Nuveen through a secondary public offering on April 12, 2005. Nuveen also repurchased $600 million of its shares from St. Paul Travelers. The repurchase of these shares is being completed through two steps -- a $200 million repurchase that closed on April 12, 2005, and a $400 million forward purchase (plus interest) that will settle later this year. Finally, St. Paul Travelers also entered into an agreement with two other parties to sell approximately 12 million common shares of Nuveen for settlement later this year. After completion of the Sale, Nuveen will emerge as a fully independent public company. Upon completion of the Sale, the investment management agreement between your Fund and NAM and, for certain Funds, the sub-advisory agreement between NAM and the sub-adviser may be terminated. In order for NAM and the sub-advisers to continue to serve as investment adviser and sub-adviser after the completion of the Sale, the shareholders of your Fund must approve a new investment management agreement and, if applicable, a new sub-advisory agreement. The enclosed Proxy Statement gives you additional information on the proposed new investment management agreement and new sub-advisory agreement, as well as certain other matters. The Board of Trustees of each Fund (the "Board," and each Trustee, a "Board Member"), including those Board Members who are not affiliated with NAM or any sub-adviser, unanimously recommend that you vote FOR the approval of the new investment management agreement and new sub-advisory agreement, if applicable, for your Fund. In addition, your Fund is seeking shareholder approval to elect Board Members to serve on your Fund's Board. The Board Members of your Fund unanimously recommend that you vote FOR the nominees for the Board. Please refer to the Proxy Statement for a detailed explanation of the items you are being asked to vote on. Q. WHY IS A VOTE ON THE PROPOSED NEW INVESTMENT MANAGEMENT AGREEMENT AND SUB-ADVISORY AGREEMENT REQUIRED? A. The completion of the Sale could be deemed to be an "assignment," as that term is defined in the Investment Company Act of 1940 ("1940 Act"), of the investment management agreement between each Fund and NAM and (for certain of the Funds) the sub-advisory agreement between NAM and each such Fund's sub-adviser. As required by the 1940 Act, under its terms, each investment management agreement and sub-advisory agreement would automatically terminate in the event of its assignment. As a result, shareholder approval of a new investment management agreement and, if applicable, a new sub-advisory agreement will permit NAM and each sub-adviser to continue to serve your Fund. Q. WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW INVESTMENT MANAGEMENT AGREEMENT OR SUB-ADVISORY AGREEMENT? A. If the new investment management agreement or sub-advisory agreement is not approved, your Fund's Board will take such actions as it deems to be in the best interests of your Fund. This is discussed in more detail in the Proxy Statement. Q. HOW WILL THE SALE AFFECT ME AS A FUND SHAREHOLDER? A. Your investment in your Fund will not change as a result of the Sale. You will still own the same shares in the Fund, and the value of your investment will not change as a result of the Sale. The new investment management agreement and sub-advisory agreement, if approved by shareholders, will still be with NAM and the same sub-adviser and the terms of the new investment management agreement and sub-advisory agreement are substantially identical to the terms of the original investment management agreement and sub-advisory agreement. In addition, the portfolio managers of your Fund will not change as a result of the new investment management agreement and sub-advisory agreement. Q. WILL THE INVESTMENT MANAGEMENT AND SUB-ADVISORY FEE RATES BE THE SAME UPON THE APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT AND SUB-ADVISORY AGREEMENT? A. Yes, the investment management and sub-advisory fee rates will remain the same. Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE NEW INVESTMENT MANAGEMENT AGREEMENT AND SUB-ADVISORY AGREEMENT? A. After careful consideration, the Board of your Fund unanimously recommends that you vote "FOR" the approval of the new investment management agreement and sub-advisory agreement. Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE ELECTION OF BOARD MEMBERS? A. After careful consideration, the Board of your Fund unanimously recommends that you vote "FOR" the nominees for the Board. Q. WILL MY VOTE MAKE A DIFFERENCE? A. Your vote is needed to ensure that the proposals can be acted upon. Additionally, your immediate response will help save on the costs of any future solicitations for these shareholder votes. We encourage all shareholders to participate in the governance of their Fund. Q. WHO DO I CALL IF I HAVE QUESTIONS? A. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call your financial advisor. Alternatively, you may call Nuveen at (800) 257-8787 weekdays from 8:00 a.m. to 6:00 p.m. Central time. Q. HOW DO I VOTE MY SHARES? A. You can vote your shares by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. Alternatively, you may vote by telephone by calling the toll-free number on the proxy card or by computer by going to the Internet address provided on the proxy card and following the instructions, using your proxy card as a guide. Q. WILL ANYONE CONTACT ME? A. You may receive a call to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote. NOTICE OF SPECIAL MEETING 333 West Wacker Drive OF SHAREHOLDERS Chicago, Illinois JULY 26, 2005 60606 (800) 257-8787 JUNE 16, 2005 NUVEEN MULTISTATE TRUST I NUVEEN ARIZONA MUNICIPAL BOND FUND NUVEEN COLORADO MUNICIPAL BOND FUND NUVEEN FLORIDA MUNICIPAL BOND FUND NUVEEN MARYLAND MUNICIPAL BOND FUND NUVEEN NEW MEXICO MUNICIPAL BOND FUND NUVEEN PENNSYLVANIA MUNICIPAL BOND FUND NUVEEN VIRGINIA MUNICIPAL BOND FUND NUVEEN MULTISTATE TRUST II NUVEEN CALIFORNIA MUNICIPAL BOND FUND NUVEEN CALIFORNIA INSURED MUNICIPAL BOND FUND NUVEEN CONNECTICUT MUNICIPAL BOND FUND NUVEEN MASSACHUSETTS MUNICIPAL BOND FUND NUVEEN MASSACHUSETTS INSURED MUNICIPAL BOND FUND NUVEEN NEW JERSEY MUNICIPAL BOND FUND NUVEEN NEW YORK MUNICIPAL BOND FUND NUVEEN NEW YORK INSURED MUNICIPAL BOND FUND NUVEEN MULTISTATE TRUST III NUVEEN GEORGIA MUNICIPAL BOND FUND NUVEEN LOUISIANA MUNICIPAL BOND FUND NUVEEN NORTH CAROLINA MUNICIPAL BOND FUND NUVEEN TENNESSEE MUNICIPAL BOND FUND NUVEEN MULTISTATE TRUST IV NUVEEN KANSAS MUNICIPAL BOND FUND NUVEEN KENTUCKY MUNICIPAL BOND FUND NUVEEN MICHIGAN MUNICIPAL BOND FUND NUVEEN MISSOURI MUNICIPAL BOND FUND NUVEEN OHIO MUNICIPAL BOND FUND NUVEEN WISCONSIN MUNICIPAL BOND FUND NUVEEN MUNICIPAL TRUST NUVEEN ALL-AMERICAN MUNICIPAL BOND FUND NUVEEN HIGH YIELD MUNICIPAL BOND FUND NUVEEN INSURED MUNICIPAL BOND FUND NUVEEN INTERMEDIATE DURATION MUNICIPAL BOND FUND NUVEEN LIMITED TERM MUNICIPAL BOND FUND NUVEEN INVESTMENT TRUST NUVEEN BALANCED STOCK AND BOND FUND NUVEEN BALANCED MUNICIPAL AND STOCK FUND NUVEEN LARGE-CAP VALUE FUND NUVEEN NWQ MULTI-CAP VALUE FUND NUVEEN INVESTMENT TRUST II NUVEEN RITTENHOUSE GROWTH FUND NUVEEN NWQ INTERNATIONAL VALUE FUND TO THE SHAREHOLDERS OF THE ABOVE FUNDS: Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of Nuveen Multistate Trust I, on behalf of its series Nuveen Arizona Municipal Bond Fund, Nuveen Colorado Municipal Bond Fund, Nuveen Florida Municipal Bond Fund, Nuveen Maryland Municipal Bond Fund, Nuveen New Mexico Municipal Bond Fund, Nuveen Pennsylvania Municipal Bond Fund and Nuveen Virginia Municipal Bond Fund; Nuveen Multistate Trust II, on behalf of its series Nuveen California Municipal Bond Fund, Nuveen California Insured Municipal Bond Fund, Nuveen Connecticut Municipal Bond Fund, Nuveen Massachusetts Municipal Bond Fund, Nuveen Massachusetts Insured Municipal Bond Fund, Nuveen New Jersey Municipal Bond Fund, Nuveen New York Municipal Bond Fund and Nuveen New York Insured Municipal Bond Fund; Nuveen Multistate Trust III, on behalf of its series Nuveen Georgia Municipal Bond Fund, Nuveen Louisiana Municipal Bond Fund; Nuveen North Carolina Municipal Bond Fund and Nuveen Tennessee Municipal Bond Fund; Nuveen Multistate Trust IV, on behalf of its series Nuveen Kansas Municipal Bond Fund, Nuveen Kentucky Municipal Bond Fund, Nuveen Michigan Municipal Bond Fund, Nuveen Missouri Municipal Bond Fund, Nuveen Ohio Municipal Bond Fund and Nuveen Wisconsin Municipal Bond Fund; Nuveen Municipal Trust, on behalf of its series Nuveen All-American Municipal Bond Fund, Nuveen High Yield Municipal Bond Fund, Nuveen Insured Municipal Bond Fund, Nuveen Intermediate Duration Municipal Bond Fund and Nuveen Limited Term Municipal Bond Fund; Nuveen Investment Trust, on behalf of its series Nuveen Balanced Stock and Bond Fund ("Balanced Stock and Bond"), Nuveen Balanced Municipal and Stock Fund ("Balanced Municipal and Stock"), Nuveen Large-Cap Value Fund ("Large-Cap Value") and Nuveen NWQ Multi-Cap Value Fund ("NWQ Multi-Cap Value"); and Nuveen Investment Trust II, on behalf of its series Nuveen Rittenhouse Growth Fund ("Rittenhouse Growth") and Nuveen NWQ International Value Fund ("NWQ International Value"), each a Massachusetts business trust (each trust individually, a "Trust" and collectively, the "Trusts" and each series individually, a "Fund" and collectively, the "Funds"), will be held (along with the meeting of shareholders of several other Nuveen funds) in the Assembly Room of The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60675, on Tuesday, July 26, 2005, at 10:30 a.m., Chicago time, for the following purposes and to transact such other business, if any, as may properly come before the Meeting: MATTERS TO BE VOTED ON BY SHAREHOLDERS: 1. To approve a new investment management agreement between each Trust and Nuveen Asset Management ("NAM"), each Fund's investment adviser. 2. To approve a new sub-advisory agreement between NAM and each sub-adviser below: a. (For shareholders of Balanced Stock and Bond, Balanced Municipal and Stock and Large-Cap Value only) to approve a new sub-advisory agreement between NAM and Institutional Capital Corporation; b. (For shareholders of NWQ Multi-Cap Value and NWQ International Value only) to approve a new sub-advisory agreement between NAM and NWQ Investment Management Company, LLC; and c. (For shareholders of Rittenhouse Growth) to approve a new sub-advisory agreement between NAM and Rittenhouse Asset Management, Inc. 3. To elect nine (9) Trustees to the Board of Trustees (each, a "Board" and each Trustee, a "Board Member") of each Trust to serve until their successors shall have been duly elected and qualified. 4. To transact such other business as may properly come before the Meeting. Shareholders of record at the close of business on May 20, 2005 are entitled to notice of and to vote at the Meeting. ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE, AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. Jessica R. Droeger Vice President and Secretary JOINT PROXY STATEMENT 333 West Wacker Drive Chicago, Illinois 60606 (800) 257-8787 JUNE 16, 2005 NUVEEN MULTISTATE TRUST I NUVEEN ARIZONA MUNICIPAL BOND FUND NUVEEN COLORADO MUNICIPAL BOND FUND NUVEEN FLORIDA MUNICIPAL BOND FUND NUVEEN MARYLAND MUNICIPAL BOND FUND NUVEEN NEW MEXICO MUNICIPAL BOND FUND NUVEEN PENNSYLVANIA MUNICIPAL BOND FUND NUVEEN VIRGINIA MUNICIPAL BOND FUND NUVEEN MULTISTATE TRUST II NUVEEN CALIFORNIA MUNICIPAL BOND FUND NUVEEN CALIFORNIA INSURED MUNICIPAL BOND FUND NUVEEN CONNECTICUT MUNICIPAL BOND FUND NUVEEN MASSACHUSETTS MUNICIPAL BOND FUND NUVEEN MASSACHUSETTS INSURED MUNICIPAL BOND FUND NUVEEN NEW JERSEY MUNICIPAL BOND FUND NUVEEN NEW YORK MUNICIPAL BOND FUND NUVEEN NEW YORK INSURED MUNICIPAL BOND FUND NUVEEN MULTISTATE TRUST III NUVEEN GEORGIA MUNICIPAL BOND FUND NUVEEN LOUISIANA MUNICIPAL BOND FUND NUVEEN NORTH CAROLINA MUNICIPAL BOND FUND NUVEEN TENNESSEE MUNICIPAL BOND FUND NUVEEN MULTISTATE TRUST IV NUVEEN KANSAS MUNICIPAL BOND FUND NUVEEN KENTUCKY MUNICIPAL BOND FUND NUVEEN MICHIGAN MUNICIPAL BOND FUND NUVEEN MISSOURI MUNICIPAL BOND FUND NUVEEN OHIO MUNICIPAL BOND FUND NUVEEN WISCONSIN MUNICIPAL BOND FUND NUVEEN MUNICIPAL TRUST NUVEEN ALL-AMERICAN MUNICIPAL BOND FUND NUVEEN HIGH YIELD MUNICIPAL BOND FUND NUVEEN INSURED MUNICIPAL BOND FUND NUVEEN INTERMEDIATE DURATION MUNICIPAL BOND FUND NUVEEN LIMITED TERM MUNICIPAL BOND FUND NUVEEN INVESTMENT TRUST NUVEEN BALANCED STOCK AND BOND FUND NUVEEN BALANCED MUNICIPAL AND STOCK FUND NUVEEN LARGE-CAP VALUE FUND NUVEEN NWQ MULTI-CAP VALUE FUND NUVEEN INVESTMENT TRUST II NUVEEN RITTENHOUSE GROWTH FUND NUVEEN NWQ INTERNATIONAL VALUE FUND 1 GENERAL INFORMATION This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (each a "Board" and collectively, the "Boards," and each Trustee, a "Board Member" and collectively, the "Board Members") of Nuveen Multistate Trust I ("Multistate Trust I"), on behalf of its series Nuveen Arizona Municipal Bond Fund ("Arizona Municipal"), Nuveen Colorado Municipal Bond Fund ("Colorado Municipal"), Nuveen Florida Municipal Bond Fund ("Florida Municipal"), Nuveen Maryland Municipal Bond Fund ("Maryland Municipal"), Nuveen New Mexico Municipal Bond Fund ("New Mexico Municipal"), Nuveen Pennsylvania Municipal Bond Fund ("Pennsylvania Municipal") and Nuveen Virginia Municipal Bond Fund ("Virginia Municipal"); Nuveen Multistate Trust II ("Multistate Trust II"), on behalf of its series Nuveen California Municipal Bond Fund ("California Municipal"), Nuveen California Insured Municipal Bond Fund ("California Insured"), Nuveen Connecticut Municipal Bond Fund ("Connecticut Municipal"), Nuveen Massachusetts Municipal Bond Fund ("Massachusetts Municipal"), Nuveen Massachusetts Insured Municipal Bond Fund ("Massachusetts Insured"), Nuveen New Jersey Municipal Bond Fund ("New Jersey Municipal"), Nuveen New York Municipal Bond Fund ("New York Municipal") and Nuveen New York Insured Municipal Bond Fund ("New York Insured"); Nuveen Multistate Trust III ("Multistate Trust III"), on behalf of its series Nuveen Georgia Municipal Bond Fund ("Georgia Municipal"), Nuveen Louisiana Municipal Bond Fund ("Louisiana Municipal"); Nuveen North Carolina Municipal Bond Fund ("North Carolina Municipal") and Nuveen Tennessee Municipal Bond Fund ("Tennessee Municipal"); Nuveen Multistate Trust IV ("Multistate Trust IV"), on behalf of its series Nuveen Kansas Municipal Bond Fund ("Kansas Municipal"), Nuveen Kentucky Municipal Bond Fund ("Kentucky Municipal"), Nuveen Michigan Municipal Bond Fund ("Michigan Municipal"), Nuveen Missouri Municipal Bond Fund ("Missouri Municipal"), Nuveen Ohio Municipal Bond Fund ("Ohio Municipal") and Nuveen Wisconsin Municipal Bond Fund ("Wisconsin Municipal"); Nuveen Municipal Trust ("Municipal Trust"), on behalf of its series Nuveen All-American Municipal Bond Fund ("All-American"), Nuveen High Yield Municipal Bond Fund ("High Yield Municipal"), Nuveen Insured Municipal Bond Fund ("Insured Municipal"), Nuveen Intermediate Duration Municipal Bond Fund ("Intermediate Duration") and Nuveen Limited Term Municipal Bond Fund ("Limited Term"); Nuveen Investment Trust ("Investment Trust"), on behalf of its series Nuveen Balanced Stock and Bond Fund ("Balanced Stock and Bond"), Nuveen Balanced Municipal and Stock Fund ("Balanced Municipal and Stock"), Nuveen Large-Cap Value Fund ("Large-Cap Value") and Nuveen NWQ Multi-Cap Value Fund ("NWQ Multi-Cap Value"); and Nuveen Investment Trust II ("Investment Trust II"), on behalf of its series Nuveen Rittenhouse Growth Fund ("Rittenhouse Growth") and Nuveen NWQ International Value Fund ("NWQ International Value"), each a Massachusetts business trust (each trust individually, a "Trust" and collectively, the "Trusts" and each series individually, a "Fund" and collectively, the "Funds"), of proxies to be voted at a Special Meeting of Shareholders to be held (along with the meeting of shareholders of several other Nuveen funds) in the Assembly Room of The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60675, on Tuesday, July 26, 2005, at 10:30 a.m., Chicago time, (for each Trust, a "Meeting" and collectively, the "Meetings"), and at any and all adjournments thereof. On the matters coming before each Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a proxy is returned and no choice is specified, the shares will be voted FOR approval of the new investment management agreement, FOR the approval of the new sub-advisory agreement, if applicable, 2 and FOR the election of the nominees as listed in this Joint Proxy Statement. Shareholders who execute proxies may revoke them at any time before they are voted by filing with that Trust a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person. This Joint Proxy Statement is first being mailed to shareholders on or about June 16, 2005. The Board of each Trust has determined that the use of this Joint Proxy Statement for each Meeting is in the best interest of each Trust and its shareholders in light of the similar matters being considered and voted on by the shareholders. The following table indicates which shareholders are solicited with respect to each matter:

PROPOSALS(1) ------------------------------------------------------------------------------------------ APPROVE NEW INVESTMENT APPROVE NEW MANAGEMENT SUB-ADVISORY ELECT NINE (9) FUND AGREEMENT AGREEMENT BOARD MEMBERS ------------------------------------------------------------------------------------------ MULTISTATE TRUST I X Arizona Municipal X Colorado Municipal X Florida Municipal X Maryland Municipal X New Mexico Municipal X Pennsylvania Municipal X Virginia Municipal X ------------------------------------------------------------------------------------------ MULTISTATE TRUST II X California Municipal X California Insured X Connecticut Municipal X Massachusetts Municipal X Massachusetts Insured X New Jersey Municipal X New York Municipal X New York Insured X ------------------------------------------------------------------------------------------ MULTISTATE TRUST III X Georgia Municipal X Louisiana Municipal X North Carolina Municipal X Tennessee Municipal X ------------------------------------------------------------------------------------------ MULTISTATE TRUST IV X Kansas Municipal X Kentucky Municipal X Michigan Municipal X Missouri Municipal X Ohio Municipal X Wisconsin Municipal X ------------------------------------------------------------------------------------------

3

PROPOSALS(1) ------------------------------------------------------------------------------------------ APPROVE NEW INVESTMENT APPROVE NEW MANAGEMENT SUB-ADVISORY ELECT NINE (9) FUND AGREEMENT AGREEMENT BOARD MEMBERS ------------------------------------------------------------------------------------------ MUNICIPAL TRUST X All-American X High Yield Municipal X Insured Municipal X Intermediate Duration X Limited Term X ------------------------------------------------------------------------------------------ INVESTMENT TRUST X Balanced Stock and Bond X X Balanced Municipal and Stock X X Large-Cap Value X X NWQ Multi-Cap Value X X ------------------------------------------------------------------------------------------ INVESTMENT TRUST II X Rittenhouse Growth X X NWQ International Value X X ------------------------------------------------------------------------------------------

(1) Shareholders of all classes of each Fund or, in the case of the election of Board Members, of each Trust vote together on each proposal. A quorum of shareholders is required to take action at each Trust's Meeting. A majority of the shares entitled to vote at each Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Meeting. Votes cast by proxy or in person at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and "broker non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. For purposes of determining the approval of the new investment management agreement and sub-advisory agreement, abstentions and broker non-votes will be treated as shares voted against the proposal. For purposes of determining the approval of the proposal to elect nominees for each of the Trusts, abstentions and broker non-votes will have no effect on the election of Board Members. The details of the proposals to be voted on by the shareholders of each Fund and the vote required for approval of the proposals are set forth under the description of the proposals below. 4 Those persons who were shareholders of record at the close of business on May 20, 2005 will be entitled to one vote for each share held. As of May 20, 2005, the shares of the Funds were issued and outstanding as follows:

CLASS OF SHARES ------------------------------------------------------------------------------------------------- FUND CLASS A CLASS B CLASS C CLASS R ------------------------------------------------------------------------------------------------- MULTISTATE TRUST I Arizona Municipal 6,387,388.5030 441,468.3300 754,116.5030 1,442,207.3170 Colorado Municipal 3,062,807.2560 523,191.3190 478,593.5100 76,660.8130 Florida Municipal 18,659,706.8170 2,516,373.9050 2,914,284.3660 6,244,927.0120 Maryland Municipal 4,123,816.5390 1,308,150.7420 1,444,433.8930 3,749,554.2420 New Mexico Municipal 4,028,476.7690 474,539.9220 597,858.2590 84,303.6710 Pennsylvania Municipal 6,607,815.4120 1,135,314.1550 2,505,751.2240 5,233,932.3510 Virginia Municipal 14,887,177.4310 1,855,081.5640 2,166,956.6410 4,854,299.5580 ------------------------------------------------------------------------------------------------- MULTISTATE TRUST II California Municipal 6,705,583.2090 1,404,971.7380 1,836,540.9060 15,569,614.2990 California Insured 7,447,952.6600 1,659,130.2730 1,204,538.1400 13,320,567.2690 Connecticut Municipal 20,628,765.6280 2,640,048.0320 3,349,370.3120 338,847.6670 Massachusetts Municipal 4,951,682.7600 652,094.0950 1,063,879.3430 6,242,676.3620 Massachusetts Insured 2,024,626.6300 641,855.8440 1,078,917.8820 4,794,340.7230 New Jersey Municipal 6,961,860.9600 2,270,847.2760 2,549,788.5970 4,011,207.6480 New York Municipal 12,078,221.7510 3,132,270.4530 3,426,342.9270 12,830,867.8180 New York Insured 8,243,819.7890 2,072,842.7420 1,557,291.5880 21,881,262.5120 ------------------------------------------------------------------------------------------------- MULTISTATE TRUST III Georgia Municipal 10,201,592.7860 1,477,487.3020 2,402,163.3070 304,410.9720 Louisiana Municipal 7,570,361.7330 1,479,704.3880 1,212,073.7310 26,676.0420 North Carolina Municipal 16,204,724.8290 1,965,985.1060 2,587,566.4260 297,139.3830 Tennessee Municipal 23,977,297.2710 1,809,383.9580 3,835,159.9510 207,277.6060 ------------------------------------------------------------------------------------------------- MULTISTATE TRUST IV Kansas Municipal 9,161,763.2830 965,642.6500 2,145,979.2290 135,333.4890 Kentucky Municipal 37,792,743.9330 1,880,268.0240 4,066,730.8920 139,973.8950 Michigan Municipal 15,267,403.9170 749,498.5280 3,233,967.0790 1,993,137.9380 Missouri Municipal 20,700,217.9010 821,284.2780 1,769,006.4820 48,143.7280 Ohio Municipal 30,692,401.0850 2,202,559.0260 3,931,101.3420 11,955,079.5470 Wisconsin Municipal 3,434,862.1830 434,418.4190 453,902.8170 5,929.8580 ------------------------------------------------------------------------------------------------- MUNICIPAL TRUST All-American 21,472,388.7410 3,618,134.2050 6,740,076.2490 623,920.5050 High Yield Municipal 38,384,120.4560 6,768,038.0650 22,324,095.4730 4,168,951.0690 Insured Municipal 18,285,901.7270 3,638,180.7540 3,119,152.3300 55,709,185.8640 Intermediate Duration 27,630,206.7720 3,915,551.1940 7,007,098.4890 251,564,717.0440 Limited Term 45,286,675.8420 N/A 29,148,545.4510 1,705,838.2330 ------------------------------------------------------------------------------------------------- INVESTMENT TRUST Balanced Stock and Bond 1,236,938.9490 454,423.8110 309,887.3410 406,061.5950 Balanced Municipal and Stock 2,384,231.0350 801,734.9090 325,284.1570 34,007.1130 Large-Cap Value 16,458,097.0200 1,897,239.3890 1,263,864.0290 867,568.8450 NWQ Multi-Cap Value 8,006,970.5670 1,516,213.9080 5,802,499.9790 3,245,426.8630 ------------------------------------------------------------------------------------------------- INVESTMENT TRUST II Rittenhouse Growth 2,106,993.3240 4,423,386.0400 3,434,803.4510 756,495.1810 NWQ International Value 2,038,052.5220 384,409.6530 896,664.3850 1,123,873.6780 -------------------------------------------------------------------------------------------------

5 1. APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENTS BACKGROUND Under an investment management agreement between Nuveen Asset Management ("NAM" or the "Adviser") and each Trust (each, an "Original Investment Management Agreement" and collectively, the "Original Investment Management Agreements"), NAM has served as each Fund's investment adviser and has been responsible for each Fund's overall investment strategy and its implementation. The date of each Trust's Original Investment Management Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board is provided in Appendix A. NAM is a wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen"). Nuveen is a publicly traded company and, until recently, was a majority-owned subsidiary of The St. Paul Travelers Companies, Inc. ("St. Paul Travelers"), 385 Washington Street, St. Paul, Minnesota 55102. St. Paul is a publicly-traded company that is principally engaged in providing property-liability insurance through subsidiaries. On March 25, 2005, Nuveen and St. Paul Travelers announced that St. Paul Travelers planned to implement a three-part program to sell its equity interest in Nuveen (the "Sale"). As part of St. Paul Travelers' previously announced three-part divestiture program, St. Paul Travelers sold 39.3 million shares of Nuveen's approximately 94 million outstanding common shares through a secondary public offering on April 12, 2005. Nuveen also repurchased $600 million of its common shares from St. Paul Travelers at a price of $32.98 per share, or approximately 18.2 million shares. The repurchase of these shares is being completed through two steps -- a $200 million repurchase that closed on April 12, 2005, and a $400 million forward purchase (plus interest) that will settle later this year. St. Paul Travelers also entered into an agreement with two other parties to sell approximately 12 million common shares of Nuveen for settlement later this year. Upon the closing of the secondary offering and the initial repurchase by Nuveen as well as the closing for the forward sale transactions later this year, Nuveen will emerge as a fully independent public company. Each Original Investment Management Agreement, as required by Section 15 of the Investment Company Act of 1940, as amended (the "1940 Act"), provides for its automatic termination in the event of its "assignment" (as defined in the 1940 Act). Any change in control of the Adviser is deemed to be an assignment. The consummation of the Sale may be deemed a change in control of the Adviser and therefore cause the automatic termination of each Original Investment Management Agreement, as required by the 1940 Act. In anticipation of the Sale, each Board met in person at a joint meeting of each Trust's Board on May 10-12, 2005 for purposes of, among other things, considering whether it would be in the best interests of each Trust and its shareholders to approve a new investment management agreement between the Trust and NAM (each, a "New Investment Management Agreement" and collectively, the "New Investment Management Agreements"). The 1940 Act requires that with respect to each Fund the respective Trust's New Investment Management Agreement be approved by the Fund's shareholders in order for it to become effective with respect to that Fund. At the Board meeting, and for the reasons discussed below (see "Board Considerations in Approving New Investment Management Agreements and New Sub-Advisory Agreements" after Proposal 2), each Board, including a majority of the Board Members who are not parties to the Original Investment Management 6 Agreements, New Investment Management Agreements or any sub-advisory agreement entered into by the Adviser with respect to any Fund or who are not "interested persons" of the Trusts or the Adviser as defined in the 1940 Act (the "Independent Board Members"), unanimously approved the New Investment Management Agreement and unanimously recommended its approval by shareholders in order to assure continuity of investment advisory services to the Trust after the Sale. In the event shareholders of a Fund do not approve the New Investment Management Agreement, the Board will take such action as it deems to be in the best interests of the Fund and its shareholders. The form of the New Investment Management Agreement is attached hereto as Appendix B. COMPARISON OF ORIGINAL INVESTMENT MANAGEMENT AGREEMENT AND NEW INVESTMENT MANAGEMENT AGREEMENT The terms of each New Investment Management Agreement, including fees payable to the Adviser by each Fund thereunder, are substantially identical to those of the Original Investment Management Agreement, except for the date of effectiveness. There is no change in the fee rate payable by each Fund to the Adviser. If approved by shareholders of a Fund, the New Investment Management Agreement for the respective Trust will expire with respect to that Fund on August 1, 2006, unless continued. Each New Investment Management Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Investment Management Agreement to the terms of the New Investment Management Agreement. INVESTMENT MANAGEMENT SERVICES. The investment management services to be provided by the Adviser to each Fund under the New Investment Management Agreements will be identical to those services currently provided by the Adviser to each Fund under the Original Investment Management Agreements. Both the Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser shall manage the investment and reinvestment of each Fund's assets in accordance with the Fund's investment objective and policies and limitations and administer the Fund's affairs to the extent requested by and subject to the supervision the Trust's Board. In addition, the investment management services will be provided by the same Adviser personnel under the New Investment Management Agreements as under the Original Investment Management Agreements. The Adviser does not anticipate that the Sale will have any adverse effect on the performance of its obligations under the New Investment Management Agreements. FEES. Under each Original Investment Management Agreement and New Investment Management Agreement, the Fund pays to the Adviser an investment management fee that consists of two components -- a fund-level component, based only on the amount of assets within each individual Fund, and a complex-level component, based on the aggregate managed assets (which includes assets attributable to all types of leverage used in leveraged funds) of all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. The investment management fee paid by each Fund equals the sum of the fund-level component and complex-level component. The fee schedules for the fund-level component and complex-level component to be paid to the Adviser under the New Investment Management Agreements are identical to the 7 fund-level component and complex-level component paid to the Adviser under the Original Investment Management Agreements. The annual fund-level component for each Fund under the Original Investment Management Agreements and the New Investment Management Agreements, the fees paid by each Fund to the Adviser during each Fund's last fiscal year and the Fund's net assets as of May 1, 2005 are set forth in Appendix C to this Proxy Statement. The fee schedule for the complex-level component is the same for each Fund under both the Original Investment Management Agreements and New Investment Management Agreements and is also set forth in Appendix C. PAYMENT OF EXPENSES. Under each Original Investment Management Agreement and each New Investment Management Agreement, the Adviser shall furnish, at its own cost, office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Trust's custodian, transfer agent and shareholder service agent, and the like) for the Trust. LIMITATION ON LIABILITY. The Original Investment Management Agreements and New Investment Management Agreements provide that the Adviser will not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under the Agreement. CONTINUANCE. The Original Investment Management Agreement of each Trust originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Fund approve the New Investment Management Agreement for that Fund, the New Investment Management Agreement with respect to that Fund will expire on August 1, 2006, unless continued. The New Investment Management Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act. TERMINATION. The Original Investment Management Agreement and New Investment Management Agreement for each Trust provide that the Agreement may be terminated at any time without the payment of any penalty by the Trust or Adviser on sixty (60) days' written notice to the other party. A Trust may effect termination by action of the Board or with respect to any Fund by vote of a majority of the outstanding voting securities of that Fund, accompanied by appropriate notice. INFORMATION ABOUT THE ADVISER NAM, a registered investment adviser, is a wholly-owned subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates had approximately $119 billion in assets under management as of March 31, 2005. Nuveen is a publicly traded company and is listed on the New York Stock Exchange and trades under the symbol "JNC." The principal occupation of the officers and directors of NAM who serve as officers or Board Members of the Trusts appears below under the headings "Board Nominees/Board 8 Members" and "The Officers." Information for the remaining officers and directors of NAM is shown in Appendix D. The business address of NAM, Nuveen and each principal executive officer and director of NAM is 333 West Wacker Drive, Chicago, Illinois 60606. Board Member Schwertfeger sold 330,950 shares of Class A Stock of Nuveen on the New York Stock Exchange since June 1, 2003. Mr. Schwertfeger received $9,483,036 in exchange for his shares of Nuveen sold. SHAREHOLDER APPROVAL To become effective with respect to a particular Fund, the New Investment Management Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with all classes voting together. The "vote of a majority of the outstanding voting securities" is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. Each New Investment Management Agreement was approved by the Board of the respective Trust on behalf of the Funds after consideration of all factors which it determined to be relevant to its deliberations, including those discussed below. The Board of each Trust also determined to submit the Trust's New Investment Management Agreement for consideration by the shareholders of the Trust. THE BOARD OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE TRUST VOTE FOR APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT. 2. APPROVAL OF THE NEW SUB-ADVISORY AGREEMENTS BACKGROUND NAM entered into an investment sub-advisory agreement (each, an "Original Sub-Advisory Agreement" and collectively, the "Original Sub-Advisory Agreements") with respect to certain Funds (each, a "Sub-Advised Fund" and collectively, the "Sub-Advised Funds") with various sub-advisers (each, a "Sub-Adviser" and collectively, the "Sub-Advisers") as set forth below:

SUB-ADVISED FUND SUB-ADVISER --------------------------------------------------------------------------- INVESTMENT TRUST Balanced Stock and Bond ICAP(1) Balanced Municipal and Stock ICAP(2) Large-Cap Value ICAP NWQ Multi-Cap NWQ(3) INVESTMENT TRUST II NWQ International Value NWQ Rittenhouse Growth Rittenhouse(4) ---------------------------------------------------------------------------

(1) "ICAP" is Institutional Capital Corporation. (2) ICAP is the sub-adviser only with respect to the Fund's equity investments. (3) "NWQ" is NWQ Investment Management Company, LLC. (4) "Rittenhouse" is Rittenhouse Asset Management, Inc. 9 The date of each Original Sub-Advisory Agreement and the date it was last approved by shareholders and approved for continuance by the Board is provided in Appendix E. As with the Original Investment Management Agreements, each Original Sub-Advisory Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its assignment. A change in control of the investment adviser or sub-adviser is deemed to be an assignment. The completion of the Sale may be deemed a change in control of NAM and therefore may be deemed an assignment of each Original Sub-Advisory Agreement resulting in its automatic termination, as required by the 1940 Act. In addition, for NWQ and Rittenhouse, which are majority-owned subsidiaries of Nuveen, the completion of the Sale may be deemed a change in control of NWQ and Rittenhouse and therefore may be deemed an assignment of each Original Sub-Advisory Agreement resulting in its automatic termination, as required by the 1940 Act. In anticipation of the Sale, the Board of each Sub-Advised Fund met in person on May 10-12, 2005 for purposes of considering whether it would be in the best interests of each Sub-Advised Fund and its shareholders to approve a new sub-advisory agreement between NAM and the respective Sub-Adviser (each a "New Sub-Advisory Agreement" and collectively, the "New Sub-Advisory Agreements"). At the Board meeting, and for the reasons discussed below (see "Board Considerations in Approving New Investment Management Agreements and New Sub-Advisory Agreements" after Proposal 2), the Board of each Sub-Advised Fund, including a majority of the Independent Board Members, unanimously determined that the Sub-Advised Fund's New Sub-Advisory Agreement was in the best interests of the Fund and its shareholders and approved the Fund entering into the New Sub-Advisory Agreement, subject to the consummation of the Sale and approval by shareholders. The 1940 Act requires that with respect to each Sub-Advised Fund the New Sub-Advisory Agreement for that Fund be approved by that Sub-Advised Fund's shareholders in order for it to become effective with respect to that Fund. The Board of each Sub-Advised Fund unanimously recommends that shareholders approve the New Sub-Advisory Agreement. In the event shareholders of a Sub-Advised Fund do not approve the New Sub-Advisory Agreement, the Board will take such action as it deems to be in the best interests of the Sub-Advised Fund and its shareholders. The form of the New Sub-Advisory Agreement is attached hereto as Appendix F. COMPARISON OF ORIGINAL SUB-ADVISORY AGREEMENT AND NEW SUB-ADVISORY AGREEMENT The terms of each New Sub-Advisory Agreement, including fees payable to the Sub-Adviser by NAM thereunder, are substantially identical to those of the Original Sub-Advisory Agreement, except for the date of effectiveness. There is no change in the fee rate payable by NAM to the Sub-Adviser. If approved by shareholders of a Fund, the New Sub-Advisory Agreement for the Fund will expire on August 1, 2006, unless continued. Each New Sub-Advisory Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Sub-Advisory Agreements to the terms of the New Sub-Advisory Agreements. ADVISORY SERVICES. The advisory services to be provided by the Sub-Adviser to each Sub-Advised Fund under the New Sub-Advisory Agreements will be identical to those advisory services currently provided by the Sub-Adviser to each Sub-Advised Fund under the Original 10 Sub-Advisory Agreements. Both the Original Sub-Advisory Agreements and New Sub- Advisory Agreements provide that the Sub-Adviser will furnish an investment program in respect of, make investment decisions for and place all orders for the purchase and sale of securities for the portion of the Fund's investment portfolio allocated by the Adviser to the Sub-Adviser, all on behalf of the Fund and subject to supervision of the Trust's Board and the Adviser. In performing its duties under both the Original Sub-Advisory Agreements and the New Sub-Advisory Agreements, the Sub-Adviser will monitor the Fund's investments and will comply with the provisions of the Trust's Declaration of Trust and By-Laws and the stated investment objectives, policies and restrictions of the Fund. It is not anticipated that the Sale will have any adverse effect on the performance of a Sub-Adviser's obligations under the New Sub-Advisory Agreements. Under the Original Sub-Advisory Agreement and New Sub-Advisory Agreement with ICAP, ICAP is engaged to provide services to the entire investment portfolio of Large-Cap Value and Balanced Stock and Bond and the equity investments only of Balanced Municipal and Stock. The other Sub-Advisers are engaged to provide services to the entire investment portfolio of the Funds they sub-advise. BROKERAGE. Both the Original Sub-Advisory Agreements and New Sub-Advisory Agreements authorize the Sub-Adviser to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funds, subject to its obligation to obtain best execution under the circumstances, which may take account of the overall quality of brokerage and research services provided to the Sub-Adviser. FEES. Under both the Original Sub-Advisory Agreements and New Sub-Advisory Agreements, the Adviser pays the Sub-Adviser a portfolio management fee out of the investment management fee it receives from the respective Fund. The rate of the portfolio management fees payable by the Adviser to each Sub-Adviser under the New Sub-Advisory Agreements is identical to the rate of the fees paid under the Original Sub-Advisory Agreements. The annual rate of portfolio management fees payable to each Sub-Adviser under the Original Sub-Advisory Agreements and the New Sub-Advisory Agreements and the fees paid by the Adviser to each Sub-Adviser with respect to each Sub-Advised Fund during each Sub-Advised Fund's last fiscal year is set forth in Appendix G to this Proxy Statement. Appendix G also includes the advisory fee rates and net assets of funds not included in this Proxy Statement advised by each Sub-Adviser with similar investment objectives as the Funds the Sub-Adviser sub-advises. PAYMENT OF EXPENSES. Under each Original Sub-Advisory Agreement and New Sub-Advisory Agreement, the Sub-Adviser agrees to pay all expenses it incurs in connection with its activities under the Agreement other than the cost of securities (including brokerage commissions) purchased for the Fund. LIMITATION ON LIABILITY. The Original Sub-Advisory Agreements and New Sub-Advisory Agreements provide that the Sub-Adviser will not be liable for, and the Adviser will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the Sub-Adviser's duties under the Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under the Agreement, or by reason of its reckless disregard of its obligations and duties under the Agreement. 11 CONTINUANCE. The Original Sub-Advisory Agreement of each Sub-Advised Fund originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Sub-Advised Fund approve the New Sub-Advisory Agreement for that Fund, the New Sub-Advisory Agreement will expire on August 1, 2006, unless continued. Thereafter, the New Sub-Advisory Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act. TERMINATION. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for each Sub-Advised Fund provide that the Agreement may be terminated at any time without the payment of any penalty by NAM on sixty (60) days' written notice to the Sub-Adviser. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement may also be terminated by a Sub-Advised Fund with respect to that Fund by action of the Board or by a vote of a majority of the outstanding voting securities of that Fund, accompanied by 60 days' written notice. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for each Sub- Advised Fund is also terminable with respect to that Fund at any time without the payment of any penalty, by the Adviser, the Board or by vote of a majority of the outstanding voting securities of that Fund in the event that it is established by a court of competent jurisdiction that the Sub-Adviser or any of its officers or directors has taken any action that results in a breach of the representations of the Sub-Adviser set forth in the Agreement. INFORMATION ABOUT SUB-ADVISERS ICAP. ICAP, 225 West Wacker Drive, Chicago, Illinois 60606, manages the entire investment portfolios of Large-Cap Value and Balanced Stock and Bond, and the equity investments portion of Balanced Municipal and Stock. ICAP is an institutional investment management firm that was founded in 1970 and has approximately $12 billion in assets under management as of June 1, 2005. Mr. Robert H. Lyon, President, owns shares representing 51% of the voting rights of ICAP. Nuveen owns a non-voting common stock interest in ICAP equalling 23%. NWQ. NWQ, 2049 Century Park East, 4th Floor, Los Angeles, California 90067, an affiliate of NAM, manages the investment portfolios of NWQ Multi-Cap Value and NWQ International Value. NWQ is organized as a member-managed limited liability company, and its sole managing member is Nuveen. NWQ has provided investment management services to institutions and high net worth individuals since 1982. NWQ managed approximately $32 billion in assets as of March 31, 2005. RITTENHOUSE. Rittenhouse, Five Radnor Corporate Center, Radnor, Pennsylvania 19087, manages the investment portfolio of Rittenhouse Growth. Rittenhouse, a wholly-owned subsidiary of Nuveen, is an investment management firm with over 20 years of experience and approximately $8 billion in assets under management as of March 31, 2005. The principal occupation of the officers and directors of each Sub-Adviser who serve as officers or Board Members of the Trusts appears below under the headings "Board Nominees/Board Members" and "The Officers." Information for the remaining officers and directors of each Sub-Adviser is shown in Appendix H. 12 SHAREHOLDER APPROVAL To become effective, each New Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with all classes voting together. The "vote of a majority of the outstanding voting securities" is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. Each New Sub-Advisory Agreement was approved by the Board after consideration of all factors which it determined to be relevant to its deliberations, including those discussed above. The Board also determined to submit the New Sub-Advisory Agreement for consideration by the shareholders of the Fund. THE BOARD OF EACH SUB-ADVISED FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR APPROVAL OF THE FUND'S NEW SUB-ADVISORY AGREEMENT. BOARD CONSIDERATIONS IN APPROVING NEW INVESTMENT MANAGEMENT AGREEMENTS AND NEW SUB-ADVISORY AGREEMENTS At a meeting held on May 10-12, 2005, the Board of each Trust, including the Independent Board Members, unanimously approved the New Investment Management Agreement between each Trust and NAM and the New Sub-Advisory Agreements between NAM and the Sub-Advisers (NAM and the Sub-Advisers are each, a "Fund Adviser"). THE APPROVAL PROCESS. To assist the Board in its evaluation of an advisory contract with a Fund Adviser, the Independent Board Members received a report in adequate time in advance of their meeting which outlined, among other things, the services provided by the Fund Adviser; the organization of the Fund Adviser, including the responsibilities of various departments and key personnel; the Fund's past performance as well as the Fund's performance compared to funds of similar investment objectives compiled by an independent third party (a "Peer Group") as described below and if available, with recognized or, in certain cases, customized benchmarks; the profitability of the Fund Adviser and certain industry profitability analyses for advisers to unaffiliated investment companies; the expenses of the Fund Adviser in providing the various services; the advisory fees of the Fund Adviser, including comparisons of such fees with the management fees of comparable funds in its Peer Group as well as comparisons of the Fund Adviser's management fees with the fees the Fund Adviser assesses to other types of investment products or accounts, if any; the soft dollar practices of the Fund Adviser; and the expenses of each Fund, including comparisons of the Fund's expense ratios (after any fee waivers) with the expense ratios of its Peer Group. This information supplements that received by the Board throughout the year regarding Fund performance, expense ratios, portfolio composition, trade execution and sales activity. In addition to the foregoing materials, independent legal counsel to the Independent Board Members provided, in advance of the meeting, a legal memorandum outlining, among other things, the duties of the Board Members under the 1940 Act as well as the general principles of relevant state law in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; an adviser's fiduciary duty with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards of directors have fulfilled their duties and factors to be considered by the board in voting on advisory agreements. 13 At the Board meeting, NAM made a presentation to and responded to questions from the Board. In addition, the Independent Board Members noted that each Sub-Adviser also had previously made written or oral presentations to the Board providing the respective Sub-Adviser with the opportunity to explain its investment strategies, discuss market conditions, and highlight any material issues. Many of these presentations were part of site visits by the Board throughout the year. After the presentations and after reviewing the written materials, the Independent Board Members met privately with their legal counsel to review the Board's duties in reviewing advisory contracts and consider the renewal of the advisory contract. It is with this background that the Board Members considered each advisory contract (which includes the Sub-Advisory Agreements) with a Fund Adviser. The Independent Board Members, in consultation with independent counsel, reviewed the factors set out in judicial decisions and Securities and Exchange Commission directives relating to the renewal of advisory contracts. As outlined in more detail below, the Board Members considered all factors they believed relevant with respect to each Fund, including the following: (a) the nature, extent and quality of the services to be provided by the Fund Adviser; (b) the investment performance of the Fund and the Fund Adviser; (c) the costs of the services to be provided and profits to be realized by the Fund Adviser and its affiliates from the relationship with the Fund; (d) the extent to which economies of scale would be realized as the Fund grows; and (e) whether fee levels reflect these economies of scale for the benefit of Fund investors. A. NATURE, EXTENT AND QUALITY OF SERVICES In evaluating the nature, extent and quality of the respective Fund Adviser's services, the Board Members reviewed information concerning the types of services that a Fund Adviser or its affiliates provide and are expected to provide to the Nuveen Funds; narrative and statistical information concerning the Fund's performance record and how such performance compares to the Fund's Peer Group and, if available, recognized benchmarks or, in certain cases, customized benchmarks (as described in further detail in Section B below); information describing the Fund Adviser's organization and its various departments, the experience and responsibilities of key personnel, and available resources. In the discussion of key personnel, the Board Members received materials regarding the changes or additions in personnel of the applicable Fund Adviser. The Board Members further noted the willingness of the personnel of NAM to engage in open, candid discussions with the Board. The Board Members further considered the quality of the Fund Adviser's investment process in making portfolio management decisions, including any refinements or improvements to the portfolio management processes, enhancements to technology and systems that are available to portfolio managers, and any additions of new personnel which may strengthen or expand the research and investment capabilities of the Fund Adviser. In their review of the advisory contracts for the fixed income funds, the Board Members also noted that Nuveen won the Lipper Award for Best Fund Family: Fixed Income-Large Asset Class, for 2004. Given the Board Members' experience with the Funds, other Nuveen funds and the Fund Advisers, the Board Members noted that they were familiar with and continue to have a good understanding of the organization, operations and personnel of the Fund Advisers. In addition to advisory services, the Independent Board Members considered the quality of the administrative or non-advisory services provided. In this regard, NAM provides the Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by others for the Funds) and officers and other personnel as are necessary 14 for the operations of the respective Fund. In addition to investment management services, NAM and its affiliates provide each Fund with a wide range of services, including: preparing shareholder reports; providing daily accounting; providing quarterly financial statements; overseeing and coordinating the activities of other service providers; administering and organizing Board meetings and preparing the Board materials for such meetings; providing legal support (such as helping to prepare registration statements, amendments thereto and proxy statements and responding to regulatory inquiries); and performing other Fund administrative tasks necessary for the operation of the Fund (such as tax reporting and fulfilling regulatory filing requirements). In addition, in evaluating the administrative services, the Board Members considered, in particular, a Fund Adviser's policies and procedures for assuring compliance with applicable laws and regulations in light of the new Securities and Exchange Commission regulations governing compliance. The Board Members noted NAM's focus on compliance and its compliance systems. In their review, the Board Members considered, among other things, the additions of experienced personnel to NAM's compliance group and modifications and other enhancements to NAM's computer systems. In addition to the foregoing, the Board Members also noted that NAM outsources certain services that cannot be replicated without significant costs or at the same level of expertise. Such outsourcing has been a beneficial and efficient use of resources by keeping expenses low while obtaining quality services. In addition to the above, the Board also considered the following with respect to Funds that utilize a Sub-Adviser, the Board Members considered NAM's ability and procedures to monitor the respective Sub-Adviser's performance, business practices and compliance policies and procedures. In this regard, the Board Members noted the role of NAM's investment oversight committee, including its increased personnel, the responsibilities and experience of the staff, and procedures to monitor Sub-Advisers, including the use of site visits. With respect to services provided to the Funds that are municipal funds, the Board Members also noted, among other things, the enhancements NAM implemented to its municipal portfolio management processes (e.g., the increased use of benchmarks to guide and assess the performance of its portfolio managers); the implementation of a risk management program; and the various initiatives being undertaken to enhance or modify NAM's computer systems as necessary to support the innovations of the municipal investment team (such as, the ability to assess certain historical data in order to create customized benchmarks, perform attribution analysis and facilitate the use of derivatives as hedging instruments). With respect to the Sub-Advisers, the Independent Board Members noted that the Sub-Advisory Agreements were essentially agreements for portfolio management services only and the respective Sub-Adviser was not expected to supply other significant administrative services to the Funds. Based on their review, the Board Members found that, overall, the nature, extent and quality of services provided (and expected to be provided) to the respective Funds under the Investment Management Agreement or Sub-Advisory Agreement, as applicable, were of a high level and were quite satisfactory. 15 B. THE INVESTMENT PERFORMANCE OF THE FUND AND FUND ADVISERS As previously noted, the Board received a myriad of performance information regarding each Fund and its Peer Group, if available. Among other things, the Board received materials reflecting a Fund's historic performance, the Fund's performance compared to its Peer Group if available and its performance compared to recognized and, in certain cases, customized benchmarks (as applicable). Further, in evaluating the performance information, in certain limited instances, the Board Members noted that the closest Peer Group for a Fund still would not adequately reflect such Fund's investment objectives and strategies, thereby limiting the usefulness of the comparisons of such Fund's performance with that of the Peer Group. With respect to national and state municipal funds, the performance data included, among other things, such Fund's performance relative to its peers, except as noted. More specifically, a Fund's one-, three- and five-year total returns (as available) for the periods ending December 31, 2004 were evaluated relative to the unaffiliated funds in its respective Peer Group (including the returns of individual peers as well as the Peer Group average) as well as additional performance information with respect to all funds in the Peer Group, subject to the following. Certain state municipal Funds do not have a corresponding Peer Group in which case their performance is measured against a state-specific municipal index compiled by an independent third party. Such indices measure bond performance rather than fund performance. The two Funds that utilize such indices are New Mexico Municipal and Wisconsin Municipal. Based on their review, the Board Members determined that the Fund's absolute and relative investment performance over time had been satisfactory. With respect to the non-municipal funds, the Board Members reviewed performance information including, among other things, total return information compared with the Fund's Peer Group as well as recognized and, in some cases, customized benchmarks for the one-, three- and five-year periods (as applicable) ending December 31, 2004. This information supplements the Fund performance information provided to the Board at each of their quarterly meetings. Based on their review, the Board Members determined that respective Fund's absolute and relative investment performance over time had been satisfactory, except as noted. Although Rittenhouse Growth's performance over certain recent periods has not compared favorably to its peers or benchmark, its performance has seen recent improvement. The Board Members also noted that such Fund was in the top quartile compared to its peers for the five-year performance period ending December 31, 2004. In addition, the Board Members noted that the Rittenhouse investment team made significant modifications to its investment approach with the introduction of a new quality model to expand its universe of eligible investments, restructured and added to its investment team, and further added analytical tools to support its investment process. The Board was satisfied with Rittenhouse's initiatives to address performance concerns. C. FEES, EXPENSES AND PROFITABILITY FEES AND EXPENSES. In evaluating the management fees and expenses that a Fund is expected to bear, the Board Members considered the Fund's current management fee structure, the sub-advisory fee arrangements (as applicable) and the Fund's expected expense ratios in absolute terms as well as compared with the fees and respective expense ratios of 16 the unaffiliated funds in its Peer Group. The Board Members reviewed the financial information of the respective Fund Adviser, including its respective revenues, expenses and profitability. In reviewing fees, the Board Members, among other things, reviewed comparisons of the Fund's gross management fees (fees after fund-level and complex-wide level breakpoints but before reimbursement and fee waivers), net management fees (after breakpoints and reimbursements and fee waivers) and total expense ratios (before and after waivers) with those of the unaffiliated funds in its Peer Group and peer averages. In this regard, the Board Members noted that the relative ranking of the Nuveen Funds on fees and expenses was aided by the significant level of fee reductions provided by the fund-level and complex-wide breakpoint schedules, and the fee waivers and reimbursements provided by Nuveen for certain Funds launched since 1999. The complex-wide breakpoint schedule was instituted in 2004 and is described in further detail below in Section D entitled "Economies of Scale and Whether Fee Levels Reflect these Economies of Scale." In addition to the foregoing, in their review of the fee and expense information provided for the municipal funds, including, in particular, the expense ratios of the unaffiliated funds in the Peer Group, the Board Members determined that such Funds' net total expense ratios were within an acceptable range compared to such peers. The Board Members further noted that net total expense ratios for all the open-end equity and balanced Funds, except the NWQ International Value, were somewhat above the peer averages. Nevertheless, the Board Members noted that when the comparisons were made with unaffiliated funds of comparable total asset size, such Funds were within the mid-range of that narrower Peer Group. COMPARISONS WITH THE FEES OF OTHER CLIENTS. The Board Members further compared the fees of NAM to the fees NAM or an affiliate thereof assessed for other types of clients. With respect to non-municipal funds, such other clients included separate managed accounts as well as fees charged on funds that are not offered by Nuveen but are sub-advised by one of Nuveen's investment management teams. With respect to the municipal funds, such other clients included clients investing in municipal funds, such as municipal managed accounts. With respect to separately managed accounts or municipal managed accounts, the advisory fees for such accounts are generally lower than those charged to the comparable Fund. The Board Members noted, however, the additional services that are provided and the costs incurred by Nuveen in managing and operating registered investment companies, such as the Funds, compared to individually managed separate accounts. For instance, as described above, NAM and its affiliates provide numerous services to the Funds including, but not limited to, preparing shareholder reports; providing daily accounting; preparing quarterly financial statements; overseeing and coordinating the activities of other service providers; administering and organizing Board meetings and preparing the Board materials for such meetings; providing legal support; and administering all other aspects of the Fund's operations. Further, the Board Members noted the increased compliance requirements for funds in light of new Securities and Exchange Commission regulations and other legislation. These services are generally not required to the same extent, if at all, for separate accounts. In addition to the differences in services, the Board Members also considered, among other things, the differences in product distribution, investor profiles and account sizes. Accordingly, the Board Members believe that the nature and number of services provided to operate a Fund merit the higher fees than those to separate managed accounts. In considering the fees of the Sub-Advisers, the Board Members also considered the pricing schedule the respective Sub-Adviser charges for similar investment management services for 17 other fund sponsors or clients. In this regard, the Board Members noted that the sub-advisory fees were at the lower end of the respective Sub-Adviser's fee schedule. PROFITABILITY OF FUND ADVISERS. In conjunction with its review of fees, the Board Members also considered the profitability of NAM (which incorporated Nuveen's wholly-owned affiliated sub-advisers -- Rittenhouse and NWQ) as well as the profitability of ICAP. The Board Members reviewed the respective Fund Adviser's revenues, expenses and profitability margins (on both a pre-tax and after-tax basis). In reviewing profitability, the Board Members recognized that one of the most difficult issues in determining profitability is establishing a method of allocating expenses. Accordingly, the Board Members reviewed a Fund Adviser's assumptions and methodology of allocating expenses. In this regard, the methods of allocation used appeared reasonable but the Board noted the inherent limitations in allocating costs among various advisory products. The Board Members also recognized that individual fund or product line profitability of other advisers is generally not publicly available. Further, profitability may be affected by numerous factors including the types of funds managed, expense allocations, business mix, etc., and therefore comparability of profitability is somewhat limited. Nevertheless, to the extent available, the Board Members considered the respective Fund Adviser's profit margin compared to the profitability of various publicly-traded investment management companies and/or investment management companies that publicly disclose some or all of their financial results compiled by three independent third-party service providers. The Board Members also reviewed the revenues, expenses and profit margins of various unaffiliated advisory firms with similar amounts of assets under management for the last year prepared by NAM. Based on their review, the Board Members were satisfied that each Fund Adviser's level of profitability from its relationship with each Fund was reasonable in light of the services provided. In evaluating the reasonableness of the compensation, the Board Members also considered any other revenues paid to a Fund Adviser as well as any indirect benefits (such as soft dollar arrangements, if any) the Fund Adviser and its affiliates are expected to receive that are directly attributable to their management of the Funds, if any. See Section E below for additional information. Based on their review of the overall fee arrangements of the applicable Fund, the Board Members determined that the advisory fees and expenses of the respective Fund were reasonable. D. ECONOMIES OF SCALE AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE In reviewing the compensation, the Board Members have long understood the benefits of economies of scale as the assets of a fund grows and have sought to ensure that shareholders share in these benefits. One method for shareholders to share in economies of scale is to include breakpoints in the advisory fee schedules that reduce fees as fund assets grow. Accordingly, the Board Members received and reviewed the schedules of advisory fees for each Fund, including fund-level breakpoints thereto. In addition, after lengthy negotiations with management, the Board in May, 2004 approved a complex-wide fee arrangement pursuant to which fees of the funds in the Nuveen complex, including the Funds, are reduced as the assets in the fund complex reach certain levels. The complex-wide fee arrangement was introduced on August 1, 2004 and the Board Members reviewed data regarding the reductions of fees for the Funds for the period of August 1, 2004 to December 31, 2004. In evaluating the complex-wide fee arrangement, the Board Members considered, among other things, the historic and 18 expected fee savings to shareholders as assets grow, the amount of fee reductions at various asset levels, and that the arrangement would extend to all funds in the Nuveen complex. The Board Members also considered the impact, if any, the complex-wide fee arrangement may have on the level of services provided. Based on their review, the Board Members concluded that the breakpoint schedule and complex-wide fee arrangement currently was acceptable and desirable in providing benefits from economies of scale to shareholders. E. INDIRECT BENEFITS In evaluating fees, the Board Members also considered any indirect benefits or profits the respective Fund Adviser or its affiliates may receive as a result of its relationship with each Fund. In this regard, the Board Members considered any benefits from soft dollar arrangements. The Board Members noted that although NAM manages a large amount of assets, it has very little, if any, brokerage to allocate. This is due to the fact that NAM typically manages the portfolios of the municipal funds in the Nuveen complex and municipal bonds generally trade on a principal basis. Accordingly, NAM does not currently have any soft dollar arrangements and does not pay excess brokerage commissions (or spreads on principal transactions) in order to receive research services. With respect to ICAP, NWQ and Rittenhouse, the Board Members considered that the Sub-Adviser benefits from its soft dollar arrangements pursuant to which the Sub-Adviser receives research from brokers that execute the applicable Fund's portfolio transactions. The Board Members received and reviewed materials concerning such Sub-Adviser's brokerage practices, including its broker allocation policies and procedures, the types of research and brokerage services received, the brokers providing such services, and the dollar amount of commissions allocated to brokers for soft dollar arrangements for the last calendar year. In considering the types of research received, the Board Members noted that such Sub-Adviser either has already limited (or has agreed to modify its practices to limit) the use of soft dollars to research with intellectual content. The Board Members recognized that a Sub-Adviser's profitability may be lower if the Sub-Adviser was required to pay for this research with hard dollars. In addition to soft dollar arrangements, the Board Members also considered any other revenues, if any, received by NAM or its affiliates. In this regard, for Funds with 12b-1 plans, the Board Members received and considered the amount of 12b-1 fees retained by Nuveen during the last calendar year. The Board Members noted that the vast majority of the 12b-1 fees received by Nuveen are ultimately paid to other financial advisers. F. OTHER CONSIDERATIONS Nuveen, until recently, was a majority owned subsidiary of St. Paul Travelers. As noted, St. Paul Travelers earlier this year announced its intention to divest its equity stake in Nuveen. Nuveen is the parent of NAM. Pursuant to a series of transactions, St. Paul Travelers has begun to reduce its interest in Nuveen which will ultimately result in a change of control of Nuveen and therefore NAM. As mandated by the 1940 Act, such a change in control would result in an assignment of the advisory agreement with NAM and the automatic termination of such agreement. Accordingly, the Board also considered the approval of a New Investment Management Agreement with each Fund in light of, and which would take effect upon, the anticipated change of control. More specifically, the Board considered for each Fund a New Investment Management Agreement on substantially identical terms to the existing Investment Management Agreement, to take effect after the change of control has occurred and 19 the contract has been approved by Fund shareholders. In its review, the Board considered whether the various transactions necessary to divest St. Paul Travelers' interest will have an impact on the various factors they considered in approving NAM, such as the scope and quality of services to be provided following the change of control. In reviewing the St. Paul Travelers transactions, the Board considered, among other things, the impact, if any, on the operations and organizational structure of NAM; the possible benefits and costs of the transactions to the respective Fund; the potential implications of any arrangements used by Nuveen to finance certain of the transactions; the ability of NAM to perform its duties after the transactions; whether a Fund's fee structure or expense ratio would change; any changes to the current practices of the respective Fund; any changes to the terms of the advisory agreement; and any anticipated changes to the operations of NAM. Based on its review, the Board determined that St. Paul Travelers' divestiture would not affect the nature and quality of services provided by NAM, the terms of the Investment Management Agreement, including the fees thereunder, and would not materially affect the organization or operations of NAM. Accordingly, the Board determined that their analysis of the various factors regarding their approval of NAM would continue to apply after the change of control. In addition to the foregoing, a change in control of NAM may be deemed an assignment of the Sub-Advisory Agreement between NAM and the respective Sub-Adviser. Further, NWQ and Rittenhouse are wholly-owned subsidiaries of Nuveen. Accordingly, the change of control of Nuveen would also result in a change of control of such Sub-Advisers resulting in the automatic termination of the Original Sub-Advisory Agreements with such Sub-Advisers. The Board therefore considered approval of a New Sub-Advisory Agreement with each Sub-Adviser in light of the anticipated change of control. More specifically, the Board considered approval of each New Sub-Advisory Agreement on substantially identical terms as the respective existing Sub-Advisory Agreement, to take effect after the change of control has occurred and the agreement has been approved by Fund shareholders. In reviewing the impact of the St. Paul Travelers divesture on the respective Sub-Adviser, the Board considered the same factors as outlined previously with respect to their review of NAM. As with NAM, the Board concluded that the St. Paul Travelers divestiture would not affect the nature and quality of services provided by the respective Sub-Adviser, the terms of the Sub-Advisory Agreement, including the fees paid thereunder, and would not materially affect the organization or operations of the Sub-Adviser. Accordingly, the Board determined that their analysis of the various factors regarding their review and approval of the respective Sub-Adviser would continue to apply following the change in control. G. APPROVAL The Board Members did not identify any single factor discussed previously as all-important or controlling. The Board Members, including a majority of Independent Board Members, concluded that the terms of the Investment Management and Sub-Advisory Agreements were fair and reasonable, that the respective Fund Adviser's fees are reasonable in light of the services provided to each Fund, that the renewal of the NAM Investment Management Agreement and each Sub-Advisory Agreement should be approved, and that the new, post-change of control NAM Investment Management Agreement and the Sub-Advisory Agreements be approved and recommended to shareholders. 20 3. ELECTION OF BOARD MEMBERS At each Trust's Meeting, nine (9) Board Members are to be elected to serve until their successors shall have been duly elected and qualified. Board Members Bremner, Brown, Evans, Hunter, Kundert, Schneider, Schwertfeger, Stockdale and Sunshine are nominees for election by all shareholders. For each Trust, the affirmative vote of a plurality of the shares of the Trust, all series and classes voting together, present and entitled to vote at the Meeting will be required to elect the Board Members of that Trust. It is the intention of the persons named in the enclosed proxy to vote the shares represented thereby for the election of the nominees listed below unless the proxy is marked otherwise. Each of the nominees has agreed to serve as a Board Member of each Trust if elected. However, should any nominee become unable or unwilling to accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by that Trust's present Board. All of the Board Member nominees, except Board Members Hunter, Kundert and Sunshine, were last elected to each Trust's Board at the special meeting of shareholders held on July 28, 2003. Mr. Hunter was appointed on May 16, 2004 to the Board of each Trust. In November 2004, Messrs. Kundert and Sunshine were appointed to the each Trust's Board effective February 23, 2005. Messrs. Hunter, Kundert and Sunshine are presented in this Joint Proxy Statement as nominees for election by shareholders and were nominated by the nominating and governance committee of each Trust's Board. Other than Mr. Schwertfeger, none of the Board Member nominees has ever been a director or an employee of Nuveen, the parent company of NAM, or any affiliate. THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED BELOW. BOARD NOMINEES/BOARD MEMBERS

NUMBER OF PORTFOLIOS IN OTHER FUND COMPLEX DIRECTORSHIPS POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BOARD BOARD AND BIRTH DATE TRUST TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER ------------------------------------------------------------------------------------------------------------ Nominees who are not interested persons of the Trusts Robert P. Bremner Board Term: Private Investor and 155 N/A c/o Nuveen Member Indefinite Management Consultant. Investments, Inc. Length of 333 West Wacker Drive Service: Since Chicago, IL 60606 1996 (8/22/40) Lawrence H. Brown Board Term: Retired (1989) as Senior 155 See Principal c/o Nuveen Member Indefinite Vice President of The Occupation Investments, Inc. Length of Northern Trust Company; Description 333 West Wacker Drive Service: Since Director, Community Chicago, IL 60606 1993 Advisory Board for (7/29/34) Highland Park and Highwood, United Way of the North Shore (since 2002).

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NUMBER OF PORTFOLIOS IN OTHER FUND COMPLEX DIRECTORSHIPS POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BOARD BOARD AND BIRTH DATE TRUST TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER ------------------------------------------------------------------------------------------------------------ Jack B. Evans Board Term: President, The 155 See Principal c/o Nuveen Member Indefinite Hall-Perrine Foundation, Occupation Investments, Inc. Length of a private philanthropic Description 333 West Wacker Drive Service: Since corporation (since 1996); Chicago, IL 60606 1999 Director and Vice (10/22/48) Chairman, United Fire Group, a publicly held company; Adjunct Faculty Member, University of Iowa; Director, Gazette Companies; Life Trustee of Coe College; Director, Iowa College Foundation; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; previously, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm. William C. Hunter Board Term: Dean and Distinguished 155 See Principal c/o Nuveen Member Indefinite Professor of Finance, Occupation Investments, Inc. Length of School of Business at the Description 333 West Wacker Drive Service: Since University of Chicago, IL 60606 2004 Connecticut; previously, (3/6/48) Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995 -- 2003); Director, Credit Research Center at Georgetown University; Director (since 2004) of Xerox Corporation, a publicly held company. David J. Kundert Board Term: Retired (2004) as 153 See Principal c/o Nuveen Member Indefinite Chairman, JPMorgan Occupation Investments, Inc. Length of Fleming Asset Management, Description 333 West Wacker Drive Service: Since President and CEO, Banc Chicago, IL 60606 2005 One Investment Advisors (10/28/42) Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Bank One Corporation and Chairman and CEO, Banc One Investment Management Group; Board of Regents, Luther College; currently a member of the American and Wisconsin Bar Associations.

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NUMBER OF PORTFOLIOS IN OTHER FUND COMPLEX DIRECTORSHIPS POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BOARD BOARD AND BIRTH DATE TRUST TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER ------------------------------------------------------------------------------------------------------------ William J. Schneider Board Term: Chairman, formerly, 155 See Principal c/o Nuveen Member Indefinite Senior Partner and Chief Occupation Investments, Inc. Length of Operating Officer, Description 333 West Wacker Drive Service: Since (retired, December 2004) Chicago, IL 60606 1996 Miller-Valentine Partners (9/24/44) Ltd., a real estate investment company; formerly, Vice President, Miller-Valentine Realty, a construction company; Director, Chair of the Finance Committee and Member of the Audit Committee of Premier Health Partners, the not-for-profit parent company of Miami Valley Hospital; President of the Dayton Philharmonic Orchestra Association; Board Member, Regional Leaders Forum which promotes cooperation on economic development issues; Director and Immediate Past Chair, Dayton Development Coalition; formerly, Member, Community Advisory Board, National City Bank, Dayton, Ohio; and Business Advisory Council, Cleveland Federal Reserve Bank. Judith M. Stockdale Board Term: Executive Director, 155 N/A c/o Nuveen Member Indefinite Gaylord and Dorothy Investments, Inc. Length of Donnelley Foundation 333 West Wacker Drive Service: Since (since 1994); prior Chicago, IL 60606 1997 thereto, Executive (12/29/47) Director, Great Lakes Protection Fund (from 1990 to 1994).

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NUMBER OF PORTFOLIOS IN OTHER FUND COMPLEX DIRECTORSHIPS POSITION(S) TERM OF OFFICE OVERSEEN BY HELD BY NAME, ADDRESS HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) BOARD BOARD AND BIRTH DATE TRUST TIME SERVED(1) DURING PAST 5 YEARS MEMBER MEMBER ------------------------------------------------------------------------------------------------------------ Eugene S. Sunshine Board Term: Senior Vice President for 155 See Principal c/o Nuveen Member Indefinite Business and Finance Occupation Investments, Inc. Length of (since 1997), Description 333 West Wacker Drive Service: Since Northwestern University; Chicago, IL 60606 2005 Director (since 2003), (1/22/50) Chicago Board of Options Exchange; Director (since 2003), National Mentor Holdings, a privately- held, national provider of home and community-based services; Chairman (since 1997), Board of Directors, Rubicon, an insurance company owned by Northwestern University; Director (since 1997), Evanston Chamber of Commerce and Evanston Inventure, a business development organization. Nominee who is an interested person of the Trusts Timothy R. Chairman of Term: Chairman and Director 155 See Principal Schwertfeger(2) the Board Indefinite (since 1996) of Nuveen Occupation 333 West Wacker Drive and Board Length of Investments, Inc. and Description Chicago, IL 60606 Member Service: Since Nuveen Investments, LLC; (3/28/49) 1996 Chairman and Director (since 1997) of Nuveen Asset Management; Director (since 1996) of Institutional Capital Corporation; Chairman and Director (since 1999) of Rittenhouse Asset Management, Inc.; Chairman of Nuveen Investments Advisers, Inc. (since 2002); Director (from 1992 to 2004) and Chairman (from 1996 to 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.(3) ------------------------------------------------------------------------------------------------------------

(1) Length of Service indicates the year in which the individual became a Board Member of a fund in the Nuveen fund complex. Trustees serve an indefinite term until his/her successor is elected. (2) "Interested person" as defined in the 1940 Act, by reason of being an officer and director of each Fund's adviser. (3) Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were merged into Nuveen Asset Management, effective January 1, 2005. 24 BENEFICIAL OWNERSHIP The following tables list the dollar range of equity securities beneficially owned by each Board Member nominee in each Fund and in all Nuveen funds overseen by the Board Member nominee as of December 31, 2004. (Messrs. Kundert and Sunshine were not yet Board Members as of that date.)

DOLLAR RANGE OF EQUITY SECURITIES --------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST I ------------------------------------------------------------------------------------- ARIZONA COLORADO FLORIDA MARYLAND NEW MEXICO PENNSYLVANIA VIRGINIA BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL --------------------------------------------------------------------------------------------------------------------- Robert P. Bremner............. $0 $0 $0 $0 $0 $0 $0 Lawrence H. Brown............. 0 0 0 0 0 0 0 Jack B. Evans................. 0 0 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 0 0

DOLLAR RANGE OF EQUITY SECURITIES ------------------------------------------------------------------------------------------------------------------------------------ MULTISTATE TRUST II ----------------------------------------------------------------------------------------------------- NEW NEW NEW CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS MASSACHUSETTS JERSEY YORK YORK BOARD MEMBER NOMINEES MUNICIPAL INSURED MUNICIPAL MUNICIPAL INSURED MUNICIPAL MUNICIPAL INSURED ------------------------------------------------------------------------------------------------------------------------------------ Robert P. Bremner............. $0 $0 $0 $0 $0 $0 $0 $0 Lawrence H. Brown............. 0 0 0 0 0 0 0 0 Jack B. Evans................. 0 0 0 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 0 0 0

DOLLAR RANGE OF EQUITY SECURITIES ----------------------------------------------------------------------------- MULTISTATE TRUST III --------------------------------------------- NORTH GEORGIA LOUISIANA CAROLINA TENNESSEE BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL ----------------------------------------------------------------------------- Robert P. Bremner............. $0 $0 $0 $0 Lawrence H. Brown............. 0 0 0 0 Jack B. Evans................. 0 0 0 0 William C. Hunter............. 0 0 0 0 David J. Kundert.............. 0 0 0 0 William J. Schneider.......... 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0

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DOLLAR RANGE OF EQUITY SECURITIES ----------------------------------------------------------------------------------------------------- MULTISTATE TRUST IV --------------------------------------------------------------------- KANSAS KENTUCKY MICHIGAN MISSOURI OHIO WISCONSIN BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL ----------------------------------------------------------------------------------------------------- Robert P. Bremner............. $0 $0 $0 $0 $0 $0 Lawrence H. Brown............. 0 0 0 0 0 0 Jack B. Evans................. 0 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 0

DOLLAR RANGE OF EQUITY SECURITIES --------------------------------------------------------------------------------------------------- MUNICIPAL TRUST ------------------------------------------------------------------- HIGH YIELD INSURED INTERMEDIATE BOARD MEMBER NOMINEES ALL-AMERICAN MUNICIPAL MUNICIPAL DURATION LIMITED TERM --------------------------------------------------------------------------------------------------- Robert P. Bremner............. $0- $0 $0 $10,001- $0 $10,000 $50,000 Lawrence H. Brown............. 0 10,001- 0 10,001- 0 50,000 50,000 Jack B. Evans................. 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 Over 100,000 Timothy R. Schwertfeger....... 0 0 0 Over 100,000 0 Judith M. Stockdale........... 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 ---------------------------------------------------------------------------------------------------

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DOLLAR RANGE OF EQUITY SECURITIES -------------------------------------------------------------------------------------------------------------------------------- AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES INVESTMENT TRUST INVESTMENT TRUST II OVERSEEN BY BOARD ---------------------------------------------- --------------------------- MEMBER NOMINEES BALANCED BALANCED NWQ IN FAMILY OF STOCK AND MUNICIPAL LARGE-CAP NWQ MULTI- RITTENHOUSE INTERNATIONAL INVESTMENT BOARD MEMBER NOMINEES BOND AND STOCK VALUE CAP VALUE GROWTH VALUE COMPANIES -------------------------------------------------------------------------------------------------------------------------------- Robert P. Bremner............. $10,001- $0 Over $0 $10,001- $0- Over $50,000 $100,000 $50,000 $10,000 $100,000 Lawrence H. Brown............. 0 50,001- 50,001- 10,001- 0 0 Over 100,000 100,000 50,000 100,000 Jack B. Evans................. 10,001- 0 Over 10,001- Over Over 100,000 Over 50,000 100,000 50,000 100,000 100,000 William C. Hunter............. 10,001- 0 0 10,001- 0 10,000- 50,000- 50,000 50,000 50,000 100,000 David J. Kundert.............. 0 0 0 0 0 0 0 William J. Schneider.......... 0 0 Over 0 Over 0 Over 100,000 100,000 100,000 Timothy R. Schwertfeger....... 0 0 Over Over Over Over 100,000 Over 100,000 100,000 100,000 100,000 Judith M. Stockdale........... 0 0 10,001- 10,001- 10,000- 10,000- Over 50,000 50,000 50,000 50,000 100,000 Eugene S. Sunshine............ 0 0 0 0 0 0 50,000- 100,000 --------------------------------------------------------------------------------------------------------------------------------

The following tables set forth, for each Board Member and for the Board Members and officers as a group, the amount of shares beneficially owned in each Fund as of December 31, 2004. The information as to beneficial ownership is based on statements furnished by each Board Member and officer.

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) ---------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST I -------------------------------------------------------------------------------------- ARIZONA COLORADO FLORIDA MARYLAND NEW MEXICO PENNSYLVANIA VIRGINIA BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL ---------------------------------------------------------------------------------------------------------------------- Robert P. Bremner............. 0 0 0 0 0 0 0 Lawrence H. Brown............. 0 0 0 0 0 0 0 Jack B. Evans................. 0 0 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................. 0 0 0 0 0 0 0 ----------------------------------------------------------------------------------------------------------------------

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FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) ------------------------------------------------------------------------------------- MULTISTATE TRUST II ----------------------------------------------------- BOARD MEMBER CALIFORNIA CALIFORNIA CONNECTICUT MASSACHUSETTS NOMINEES MUNICIPAL INSURED MUNICIPAL MUNICIPAL ------------------------------------------------------------------------------------- Robert P. Bremner............. 0 0 0 0 Lawrence H. Brown............. 0 0 0 0 Jack B. Evans................. 0 0 0 0 William C. Hunter............. 0 0 0 0 David J. Kundert.............. 0 0 0 0 William J. Schneider.......... 0 0 0 0 Timothy R. Schwertfeger................. 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP................... 0 0 0 0

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) ------------------------------ -------------------------------------------------- MULTISTATE TRUST II -------------------------------------------------- BOARD MEMBER MASSACHUSETTS NEW JERSEY NEW YORK NEW YORK NOMINEES INSURED MUNICIPAL MUNICIPAL INSURED ------------------------------ -------------------------------------------------- Robert P. Bremner............. 0 0 0 0 Lawrence H. Brown............. 0 0 0 0 Jack B. Evans................. 0 0 0 0 William C. Hunter............. 0 0 0 0 David J. Kundert.............. 0 0 0 0 William J. Schneider.......... 0 0 0 0 Timothy R. Schwertfeger................. 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP................... 0 0 0 0

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) ---------------------------------------------------------------------------------- MULTISTATE TRUST III -------------------------------------------------- GEORGIA LOUISIANA NORTH CAROLINA TENNESSEE BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL ---------------------------------------------------------------------------------- Robert P. Bremner............. 0 0 0 0 Lawrence H. Brown............. 0 0 0 0 Jack B. Evans................. 0 0 0 0 William C. Hunter............. 0 0 0 0 David J. Kundert.............. 0 0 0 0 William J. Schneider.......... 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................. 0 0 0 0 ----------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) ----------------------------------------------------------------------------------------------------- MULTISTATE TRUST IV --------------------------------------------------------------------- KANSAS KENTUCKY MICHIGAN MISSOURI OHIO WISCONSIN BOARD MEMBER NOMINEES MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL MUNICIPAL ----------------------------------------------------------------------------------------------------- Robert P. Bremner............. 0 0 0 0 0 0 Lawrence H. Brown............. 0 0 0 0 0 0 Jack B. Evans................. 0 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 0 0 Timothy R. Schwertfeger....... 0 0 0 0 0 0 Judith M. Stockdale........... 0 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................. 0 0 0 0 0 0

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FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) --------------------------------------------------------------------------------------------------- MUNICIPAL TRUST ------------------------------------------------------------------- HIGH YIELD INSURED INTERMEDIATE BOARD MEMBER NOMINEES ALL-AMERICAN MUNICIPAL MUNICIPAL DURATION LIMITED TERM --------------------------------------------------------------------------------------------------- Robert P. Bremner............. 243 0 0 1,767 0 Lawrence H. Brown............. 0 1,003 0 1,463 0 Jack B. Evans................. 0 0 0 0 0 William C. Hunter............. 0 0 0 0 0 David J. Kundert.............. 0 0 0 0 0 William J. Schneider.......... 0 0 0 0 17,096 Timothy R. Schwertfeger....... 0 0 0 169,172 0 Judith M. Stockdale........... 0 0 0 0 0 Eugene S. Sunshine............ 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................. 10,578 3,173 822 189,908 17,096 ---------------------------------------------------------------------------------------------------

FUND SHARES OWNED BY BOARD MEMBERS AND OFFICERS(1) ------------------------------------------------------------------------------------------------------------ INVESTMENT TRUST INVESTMENT TRUST II ---------------------------------------------- --------------------------- BALANCED BALANCED NWQ STOCK AND MUNICIPAL LARGE-CAP NWQ MULTI- RITTENHOUSE INTERNATIONAL BOARD MEMBER NOMINEES BOND AND STOCK VALUE CAP VALUE GROWTH VALUE ------------------------------------------------------------------------------------------------------------ Robert P. Bremner............. 482 0 5,449 0 1,032 210 Lawrence H. Brown............. 0 1,000 3,485 1,036 0 0 Jack B. Evans................. 793 0 5,473 1,539 5,059 4,152 William C. Hunter............. 930 0 0 1,241 0 531 David J. Kundert.............. 0 0 0 0 0 0 William J. Schneider.......... 0 0 16,198 0 20,277 0 Timothy R. Schwertfeger....... 0 0 25,484 84,648 12,278 41,776 Judith M. Stockdale........... 0 0 797 1,492 1,175 1,220 Eugene S. Sunshine............ 0 0 0 0 0 0 ALL BOARD MEMBERS AND OFFICERS AS A GROUP.................. 11,838 1,000 98,083 106,194 124,826 70,403 ------------------------------------------------------------------------------------------------------------

(1) The numbers include share equivalents of certain Nuveen funds in which the Board Member is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Board Members as more fully described below. On December 31, 2004, Board Members and executive officers as a group beneficially owned 1,196,807 shares of all funds managed by the Adviser (includes deferred units described below and shares held by executive officers in Nuveen's 401(k)/profit sharing plan). Each Board Member's individual beneficial shareholdings of each Fund constituted less than 1% of the outstanding shares of each class of shares for each Fund. As of May 20, 2005, the Board Members and executive officers as a group beneficially owned less than 1% of the outstanding Shares of each Fund. As of May 20, 2005, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as stated in Appendix I. 29 COMPENSATION For all Nuveen funds, Independent Board Members receive an $85,000 annual retainer plus (a) a fee of $2,000 per day for attendance in person or by telephone at a regularly scheduled meeting of the Board; (b) a fee of $1,000 per day for attendance in person where such in-person attendance is required and $500 per day for attendance by telephone or in person where in-person attendance is not required at a special, non-regularly scheduled board meeting; (c) a fee of $1,000 per day for attendance in person at an audit committee or compliance, risk management and regulatory oversight committee meeting where in-person attendance is required and $500 per day for compliance, risk management and regulatory oversight committee attendance by telephone or in person where in-person attendance is not required and $750 per day for audit committee attendance by telephone or in person where in-person attendance is not required; (d) a fee of $500 per day for attendance in person or by telephone for a meeting of the dividend committee; and (e) a fee of $500 per day for attendance in person at all other committee meetings (including ad hoc committee meetings and shareholder meetings) on a day on which no regularly scheduled board meeting is held in which in-person attendance is required and $250 per day for attendance by telephone or in person at such meetings where in-person attendance is not required, plus, in each case, expenses incurred in attending such meetings. In addition to the payments described above, the chairperson of each committee of the Board (except the dividend committee and executive committee) receives $5,000 as an addition to the annual retainer paid to such individuals. When ad hoc committees are organized, the Board may provide for additional compensation to be paid to the members of such committees. The annual retainer, fees and expenses are allocated among the funds managed by the Adviser, on the basis of relative net asset sizes although fund management may, in its discretion, establish a minimum amount to be allocated to each fund. The Board Member affiliated with Nuveen and the Adviser serves without any compensation from the Funds. The boards of certain Nuveen funds (the "Participating Funds") established a Deferred Compensation Plan for Independent Board Members ("Deferred Compensation Plan"). Under the Deferred Compensation Plan, Independent Board Members of the Participating Funds may defer receipt of all, or a portion, of the compensation they earn for their services to the Participating Funds, in lieu of receiving current payments of such compensation. Any deferred amount is treated as though an equivalent dollar amount had been invested in shares of one or more eligible Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected to defer at least a portion of his or her fees. Each of the Funds except Arizona Municipal, Colorado Municipal, Maryland Municipal, New Mexico Municipal, Pennsylvania Municipal, Virginia Municipal, Georgia Municipal, Louisiana Municipal, North Carolina Municipal, Massachusetts Municipal, Massachusetts Insured, New Jersey Municipal, Kansas Municipal, Wisconsin Municipal, NWQ International Value and NWQ Multi-Cap Value are Participating Funds. The table below shows, for each Board Member who is not affiliated with Nuveen or the Adviser, the aggregate compensation (i) paid by each Fund to each Board Member for its last fiscal year and (ii) paid (including deferred fees) for service on the boards of the Nuveen open-end and closed-end funds managed by the Adviser for the calendar year ended 2004. 30 Mr. Schwertfeger, a Board Member who is an interested person of the Funds, does not receive any compensation from the Funds or any Nuveen funds.

AGGREGATE COMPENSATION FROM THE FUNDS(2) --------------------------------------------------------------------------------------------------------------------------------- ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1) --------------------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST I Arizona Municipal......... $208 $219 $163 $30 N/A $213 $193 N/A Colorado Municipal........ 86 90 67 12 N/A 88 80 N/A Florida Municipal......... 699 737 543 96 N/A 744 659 N/A Maryland Municipal........ 245 257 203 31 N/A 251 192 N/A New Mexico Municipal...... 110 116 86 16 N/A 113 102 N/A Pennsylvania Municipal.... 372 389 306 46 N/A 380 291 N/A Virginia Municipal........ 573 600 470 71 N/A 586 449 N/A

AGGREGATE COMPENSATION FROM THE FUNDS(2) --------------------------------------------------------------------------------------------------------------------------------- ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1) --------------------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST II California Municipal...... $510 $520 $547 $418 N/A $480 $435 N/A California Insured........ 509 518 545 416 N/A 478 434 N/A Connecticut Municipal..... 561 572 602 459 N/A 528 479 N/A Massachusetts Municipal... 217 225 232 167 N/A 205 183 N/A Massachusetts Insured..... 175 181 187 134 N/A 165 147 N/A New Jersey Municipal...... 325 336 346 249 N/A 307 273 N/A New York Municipal........ 662 674 710 542 N/A 622 564 N/A New York Insured.......... 716 730 768 586 N/A 674 610 N/A

AGGREGATE COMPENSATION FROM THE FUNDS(2) --------------------------------------------------------------------------------------------------------------------------------- ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1) --------------------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST III Georgia Municipal......... $383 $401 $314 $47 N/A $392 $299 N/A Louisiana Municipal....... 293 306 236 34 N/A 299 228 N/A North Carolina Municipal............... 519 543 424 64 N/A 530 405 N/A Tennessee Municipal....... 796 833 660 97 N/A 844 630 N/A

AGGREGATE COMPENSATION FROM THE FUNDS(2) --------------------------------------------------------------------------------------------------------------------------------- ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1) --------------------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST IV Kansas Municipal.......... $271 $286 $213 $39 N/A $279 $252 N/A Kentucky Municipal........ 969 1,022 768 139 N/A 1,030 910 N/A Michigan Municipal........ 528 557 413 73 N/A 562 497 N/A Missouri Municipal........ 519 549 410 75 N/A 532 481 N/A Ohio Municipal............ 1,159 1,222 908 164 N/A 1,232 1,090 N/A Wisconsin Municipal....... 98 103 76 14 N/A 101 91 N/A

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AGGREGATE COMPENSATION FROM THE FUNDS(2) --------------------------------------------------------------------------------------------------------------------------------- ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1) --------------------------------------------------------------------------------------------------------------------------------- MUNICIPAL TRUST All-American.............. $624 $625 $669 $590 $86 $599 $569 $91 High Yield Municipal...... 1,599 1,602 1,723 1,523 318 1,556 1,469 337 Insured Municipal......... 1,631 1,634 1,749 1,539 215 1,565 1,486 228 Intermediate Duration..... 4,867 4,875 5,219 4,594 643 4,671 4,435 683 Limited Term.............. 1,545 1,548 1,656 1,458 200 1,482 1,408 212

AGGREGATE COMPENSATION FROM THE FUNDS(2) --------------------------------------------------------------------------------------------------------------------------------- ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1) --------------------------------------------------------------------------------------------------------------------------------- INVESTMENT TRUST Balanced Stock and Bond... $133 $125 $221 $18 N/A $140 $81 N/A Balanced Municipal and Stock................... 196 195 340 27 N/A 206 119 N/A Large-Cap Value........... 1,202 1,123 1,975 169 N/A 1,261 740 N/A NWQ Multi-Cap Value....... 116 106 199 24 N/A 119 79 N/A

AGGREGATE COMPENSATION FROM THE FUNDS(2) --------------------------------------------------------------------------------------------------------------------------------- ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT(1) SCHNEIDER STOCKDALE SUNSHINE(1) --------------------------------------------------------------------------------------------------------------------------------- INVESTMENT TRUST II Rittenhouse Growth........ $1,024 $1,006 $1,015 $211 N/A $1,035 $526 N/A NWQ International Value... 120 118 98 25 N/A 121 75 N/A TOTAL COMPENSATION FROM NUVEEN FUNDS PAID TO BOARD MEMBERS........... 114,167 112,250 116,125 65,875 N/A 111,667 100,700 N/A ---------------------------------------------------------------------------------------------------------------------------------

(1) In November 2004, Messrs. Kundert and Sunshine were appointed to each Trust's Board, effective February 23, 2005. (2) Includes deferred fees. Pursuant to a deferred compensation agreement with certain of the Funds, deferred amounts are treated as though an equivalent dollar amount has been invested in shares of one or more eligible Nuveen funds. Total deferred fees for the Funds (including the return from the assumed investment in the eligible Nuveen funds) payable are:

DEFERRED FEES ------------------------------------------------------------------------------------------------------------------------------ ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE ------------------------------------------------------------------------------------------------------------------------------ Florida Municipal........ $106 $0 $137 $96 N/A $744 $179 N/A California Municipal..... 83 0 145 418 N/A 480 138 N/A California Insured....... 83 0 145 416 N/A 478 138 N/A Connecticut Municipal.... 91 0 160 459 N/A 528 153 N/A New York Municipal....... 108 0 189 542 N/A 622 180 N/A ------------------------------------------------------------------------------------------------------------------------------

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DEFERRED FEES ------------------------------------------------------------------------------------------------------------------------------ ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE ------------------------------------------------------------------------------------------------------------------------------ New York Insured......... $117 $0 $204 $586 N/A $674 $195 N/A Tennessee Municipal...... 121 0 168 97 N/A 844 171 N/A Kentucky Municipal....... 146 0 195 139 N/A 1,030 247 N/A Michigan Municipal....... 80 0 105 73 N/A 562 135 N/A Missouri Municipal....... 38 0 69 75 N/A 264 61 N/A ------------------------------------------------------------------------------------------------------------------------------

DEFERRED FEES ------------------------------------------------------------------------------------------------------------------------------ ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE ------------------------------------------------------------------------------------------------------------------------------ Ohio Municipal........... $175 $0 $230 $164 N/A $1,232 $296 N/A All-American............. 95 0 169 590 86 599 213 91 High Yield Municipal..... 242 0 432 1,523 318 1,556 592 337 Insured Municipal........ 250 0 442 1,539 215 1,565 552 228 Intermediate Duration.... 745 0 1,319 4,594 643 4,671 1,647 683 ------------------------------------------------------------------------------------------------------------------------------

DEFERRED FEES ------------------------------------------------------------------------------------------------------------------------------ ROBERT P. LAWRENCE H. JACK B. WILLIAM C. DAVID J. WILLIAM J. JUDITH M. EUGENE S. FUND BREMNER BROWN EVANS HUNTER KUNDERT SCHNEIDER STOCKDALE SUNSHINE ------------------------------------------------------------------------------------------------------------------------------ Limited Term............. $237 $0 $419 $1,458 200 $1,482 $521 $212 Balanced Stock and Bond................... 20 0 58 18 N/A 140 22 N/A Balanced Municipal and Stock.................. 30 0 89 27 N/A 206 33 N/A Large-Cap Value.......... 183 0 520 169 N/A 1,261 203 N/A Rittenhouse Growth....... 154 0 259 211 N/A 1,035 145 N/A ------------------------------------------------------------------------------------------------------------------------------

Nuveen maintains a charitable matching contributions program to encourage the active support and involvement of individuals in the civic activities of their community. The Independent Board Members of the funds managed by the Adviser are eligible to participate in the matching contributions program of Nuveen. Under the matching contributions program, Nuveen will match the personal contributions of a Board Member to Section 501(c)(3) organizations up to an aggregate maximum amount of $10,000 during any calendar year. COMMITTEES The Board of each Trust has five standing committees: the executive committee, the audit committee, the nominating and governance committee, the dividend committee and the compliance, risk management and regulatory oversight committee. Robert P. Bremner, Judith M. Stockdale and Timothy R. Schwertfeger, Chair, serve as members of the executive committee of each Trust. The executive committee, which meets between regular meetings of the Board, is authorized to exercise all of the powers of the Board; provided that the scope of the powers of the executive committee, unless otherwise specifically authorized by the full Board, is limited to: (i) emergency matters where assembly 33 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) and (ii) matters of an administrative or ministerial nature. The number of executive committee meetings of each Trust held during the Trust's last fiscal year is shown in Appendix J. Lawrence H. Brown, Jack B. Evans and Timothy R. Schwertfeger, Chair, are current members of the dividend committee of each Trust. The dividend committee is authorized to declare distributions on the Trust's shares including, but not limited to, regular and special dividends, capital gains and ordinary income distributions. The number of dividend committee meetings of each Trust held during the Trust's last fiscal year is shown in Appendix J. Lawrence H. Brown, William C. Hunter, David J. Kundert, William J. Schneider, Chair, and Judith M. Stockdale are current members of the compliance, risk management and regulatory oversight committee of each Trust. The compliance, risk management and regulatory oversight committee is responsible for the oversight of compliance issues, risk management, and other regulatory matters affecting the Trusts which are not otherwise the jurisdiction of the other Board committees. As part of its duties regarding compliance matters, the committee was responsible during 2004 for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The number of compliance, risk management and regulatory oversight committee meetings of each Trust held during the Trust's last fiscal year is shown in Appendix J. Each Trust's Board has an audit committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, composed of Independent Board Members. Robert P. Bremner, Lawrence H. Brown, Jack B. Evans, Chair, William J. Schneider and Eugene S. Sunshine are current members of the audit committee of each Trust. The audit committee is responsible for the oversight and monitoring of (1) the accounting and reporting policies, processes and practices and the audit of the financial statements of the Trusts, (2) the quality and integrity of the financial statements of the Trusts, and (3) the independent auditors' qualifications, performance and independence. The audit committee reviews the work and any recommendations of the Trusts' independent auditors. Based on such review, it is authorized to make recommendations to the Board. Commencing in 2005, the audit committee is responsible for the oversight of the Pricing Procedures of the Funds and the internal Valuation Group. The Boards adopted an Audit Committee Charter. A copy of the Audit Committee Charter is attached to the proxy statement as Appendix K. The number of audit committee meetings of each Trust held during the Trust's last fiscal year is shown in Appendix J. Each Trust has a nominating and governance committee composed entirely of Board Members who are not "interested persons" (as that term is defined in the 1940 Act) of the Funds. Robert P. Bremner, Chair, Lawrence H. Brown, Jack B. Evans, William C. Hunter, David J. Kundert, William J. Schneider, Judith M. Stockdale and Eugene S. Sunshine are current members of the nominating and governance committee of each Trust. The purpose of the nominating and governance committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to each Trust's Board. In addition, the committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of committee members, and the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable. The committee operates under a written charter adopted and approved by the 34 Boards, a copy of which is attached to the proxy statement as Appendix L. The nominating and governance committee charter is also available on the Funds' website at http://www.nuveen.com/mf/products/fundGovernance.aspx. The number of nominating and governance committee meetings of each Trust held during the Trust's last fiscal year is shown in Appendix J. The nominating and governance committee looks to many sources for recommendations of qualified Board members, including current Board Members, employees of the Adviser, current shareholders of the Funds, third party sources and any other persons or entities that may be deemed necessary or desirable by the committee. Shareholders of the Funds who wish to nominate a candidate to their Trust's Board should mail information to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. This information must include evidence of Fund ownership of the person or entity recommending the candidate, a full listing of the proposed candidate's education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is an "interested person" (as such term is defined in the 1940 Act) in relation to the Trust and such other information that would be helpful to the nominating and governance committee in evaluating the candidate. All satisfactorily completed information regarding candidates will be forwarded to the chairman of the nominating and governance committee and the outside counsel to the Independent Board Members. Recommendations for candidates to the Board will be evaluated in light of whether the number of Board members is expected to change and whether the Board expects any vacancies. All nominations from Fund shareholders will be acknowledged, although there may be times when the committee is not actively recruiting new Board members. In those circumstances nominations will be kept on file until active recruitment is under way. The nominating and governance committee sets appropriate standards and requirements for nominations to the Board. In considering a candidate's qualifications, each candidate must meet certain basic requirements, including relevant skills and experience, time availability and, if qualifying as a non-"interested person" candidate, independence from the Adviser or other service providers. These experience requirements may vary depending on the current composition of the Board, since the goal is to ensure an appropriate range of skills and experience, in the aggregate. All candidates must meet high expectations of personal integrity, governance experience and professional competence that are assessed on the basis of personal interviews, recommendations, or direct knowledge by committee members. The committee may use any process it deems appropriate for the purpose of evaluating candidates, which process may include, without limitation, personal interviews, background checks, written submissions by the candidates and third party references. There is no difference in the manner in which the nominating and governance committee evaluates nominees when the nominee is submitted by a shareholder. The nominating and governance committee reserves the right to make the final selection regarding the nomination of any prospective Board member. The number of regular quarterly meetings and special meetings held by the Board of each Trust during the Trust's last fiscal year is shown in Appendix J. During the last fiscal year, each Board Member attended 75% or more of each Trust's Board meetings and the committee meetings (if a member thereof) held during the period for which such Board Member was a Board Member. 35 THE OFFICERS The following table sets forth information as of May 1, 2005 with respect to each officer of the Trusts other than Mr. Schwertfeger (who is a Board Member and is included in the table relating to nominees for the Board). Officers receive no compensation from the Funds. The officers are elected by the Board on an annual basis to serve until successors are elected and qualified.

------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- Gifford R. Zimmerman Chief Term: Annual Managing Director 155 333 West Wacker Drive Administrative Length of Service: (since 2002), Assistant Chicago, IL 60606 Officer Since 1988 Secretary and Associate (9/9/56) General Counsel, formerly, Vice President of Nuveen Investments, LLC; Managing Director (since 2002), Assistant Secretary and Associate General Counsel, formerly Vice President of Nuveen Asset Management; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Assistant Secretary of NWQ Investment Management Company, LLC (since 2002); Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Managing Director, Associate General Counsel and Assistant Secretary of Rittenhouse Asset Management, Inc. (since 2003); previously, Managing Director (from 2002 to 2004), General Counsel and Assistant Secretary, formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; ** Chartered Financial Analyst. Julia L. Antonatos Vice President Term: Annual Managing Director 155 333 West Wacker Drive Length of Service: (since 2005), Chicago, IL 60606 Since 2004 previously, Vice (9/22/63) President (since 2002), formerly, Assistant Vice President (since 1999) of Nuveen Investments, LLC; Chartered Financial Analyst.

36

------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- Michael T. Atkinson Vice President Term: Annual Vice President (since 155 333 West Wacker Drive and Assistant Length of Service: 2002), formerly Chicago, IL 60606 Secretary Since 2002 Assistant Vice (2/3/66) President (from 2000), previously, Associate of Nuveen Investments, LLC. Peter H. D'Arrigo Vice President Term: Annual Vice President of 155 333 West Wacker Drive and Treasurer Length of Service: Nuveen Investments, LLC Chicago, IL 60606 Since 1999 (since 1999); prior (11/28/67) thereto, Assistant Vice President (from 1997); Vice President and Treasurer (since 1999) of Nuveen Investments, Inc.; Vice President and Treasurer of Nuveen Asset Management (since 2002) and of Nuveen Investments Advisers Inc. (since 2002); Assistant Treasurer of NWQ Investments Management Company, LLC. (since 2002); Vice President and Treasurer of Nuveen Rittenhouse Asset Management, Inc. (since 2003); Vice President and Treasurer (from 1999 to 2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.; ** Chartered Financial Analyst. Jessica R. Droeger Vice President Term: Annual Vice President (since 155 333 West Wacker Drive and Secretary Length of Service: 2002) and Assistant Chicago, IL 60606 Since 1998 General Counsel (since (9/24/64) 1998), formerly Assistant Vice President (from 1998) of Nuveen Investments, LLC; Vice President and Assistant Secretary (since 2005) of Nuveen Asset Management; Vice President (from 2002 to 2004) and Assistant Secretary (from 1998 to 2004), formerly, Assistant Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.**

37

------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- Lorna C. Ferguson Vice President Term: Annual Managing Director 155 333 West Wacker Drive Length of Service: (since 2004), Chicago, IL 60606 Since 1998 previously, Vice (10/24/45) President of Nuveen Investments, LLC; previously, Managing Director (2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.** William M. Fitzgerald Vice President Term: Annual Managing Director of 155 333 West Wacker Drive Length of Service: Nuveen Asset Management Chicago, IL 60606 Since 1995 (since 2001); Vice (3/2/64) President of Nuveen Investments Advisers Inc. (since 2002); Managing Director (from 2001 to 2004), formerly, Vice President of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.;** Chartered Financial Analyst. Stephen D. Foy Vice President Term: Annual Vice President (since 155 333 West Wacker Drive and Controller Length of Service: 1993) and Funds Chicago, IL 60606 Since 1993 Controller (since 1998) (5/31/54) of Nuveen Investments, LLC; Vice President (since 1998) and formerly, Funds Controller of Nuveen Investments, Inc.; Certified Public Accountant. James D. Grassi Vice President Term: Annual Vice President and 155 333 West Wacker Drive and Chief Length of Service: Deputy Director of Chicago, IL 60606 Compliance Since 2004 Compliance (since 2004) (4/13/56) Officer of Nuveen Investments, LLC, Nuveen Investments Advisers Inc., Nuveen Asset Management and Rittenhouse Asset Management, Inc.; previously, Vice President and Deputy Director of Compliance (2004) of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.;** formerly, Senior Attorney (1994 to 2004), The Northern Trust Company.

38

------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- David J. Lamb Vice President Term: Annual Vice President of 155 333 West Wacker Drive Length of Service: Nuveen Investments, LLC Chicago, IL 60606 Since 2000 (since 2000); prior (3/22/63) thereto, Assistant Vice President (from 1999); formerly Associate of Nuveen Investments, LLC; Certified Public Accountant. Tina M. Lazar Vice President Term: Annual Vice President of 155 333 West Wacker Drive Length of Service: Nuveen Investments, LLC Chicago, IL 60606 Since 2002 (since 1999); prior (8/27/61) thereto, Assistant Vice President (since 1993) of Nuveen Investments, LLC.

39

------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) TERM OF OFFICE AND PORTFOLIOS IN NAME, ADDRESS HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) FUND COMPLEX AND BIRTHDATE FUND SERVED* DURING PAST 5 YEARS SERVED BY OFFICER ------------------------------------------------------------------------------------------------------- Larry W. Martin Vice President Term: Annual Vice President, 155 333 West Wacker Drive and Assistant Length of Service: Assistant Secretary and Chicago, IL 60606 Secretary Since 1988 Assistant General (7/27/51) Counsel of Nuveen Investments, LLC; Vice President, Assistant General Counsel and Assistant Secretary of Nuveen Investments, Inc.; Vice President (since 2005) and Assistant Secretary (since 1997) of Nuveen Asset Management; Vice President (since 2000), Assistant Secretary and Assistant General Counsel (since 1998) of Rittenhouse Asset Management, Inc.; Vice President and Assistant Secretary of Nuveen Investments Advisers Inc. (since 2002); Assistant Secretary of NWQ Investment Management Company, LLC. (since 2002); previously, Vice President and Assistant Secretary of Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.** -------------------------------------------------------------------------------------------------------

* Length of Service indicates the year the individual became an officer of a fund in the Nuveen fund complex. ** Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp. were organized into Nuveen Asset Management, effective January 1, 2005. APPOINTMENT OF INDEPENDENT AUDITORS Each Board has appointed PricewaterhouseCoopers LLP, independent registered public accounting firm, as independent auditors to audit the books and records of each Trust for its fiscal year. A representative of PricewaterhouseCoopers LLP will be present at the Meetings to make a statement, if such representative so desires, and to respond to shareholders' questions. PricewaterhouseCoopers LLP has informed each Trust that it has no direct or indirect material financial interest in each Trust, Nuveen, the Adviser or any other investment company sponsored by Nuveen. 40 AUDIT AND RELATED FEES. The following table provides the aggregate fees billed by PricewaterhouseCoopers LLP during each Fund's last two fiscal years (i) to each Fund for services provided to the Funds and (ii) to the Adviser and certain entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to each Fund ("Adviser Entities") for engagements directly related to the operations and financial reporting of each Fund.

-------------------------------------------------------------------------------------------------------------------------- AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3) ------------------- --------------------------------- --------------------------------- ADVISER AND ADVISER AND ADVISER ADVISER FUND FUND ENTITIES FUND ENTITIES ------------------- --------------- --------------- --------------- --------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 -------------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST I Arizona Municipal.......... $8,060 $8,405 $0 $0 $0 $0 $658 $131 $0 $0 Colorado Municipal......... 6,457 6,836 0 0 0 0 658 54 0 0 Florida Municipal.......... 14,888 14,397 0 0 0 0 658 434 0 0 Maryland Municipal......... 7,834 8,513 0 0 0 0 658 131 0 0 New Mexico Municipal....... 6,766 7,133 0 0 0 0 658 69 0 0 Pennsylvania Municipal..... 9,352 9,779 0 0 0 0 658 198 0 0 Virginia Municipal......... 11,484 12,020 0 0 0 0 658 306 0 0 TOTAL FOR MULTISTATE TRUST I........................ 64,841 67,083 0 0 0 0 4,606 1,323 0 0 MULTISTATE TRUST II California Municipal....... 10,915 12,095 0 0 0 0 329 653 0 0 California Insured......... 10,815 12,270 0 0 0 0 329 662 0 0 Connecticut Municipal...... 11,192 13,171 0 0 0 0 329 701 0 0 Massachusetts Municipal.... 7,168 8,013 0 0 0 0 329 464 0 0 Massachusetts Insured...... 6,681 7,833 0 0 0 0 329 446 0 0 New Jersey Municipal....... 8,123 9,573 0 0 0 0 329 541 0 0 New York Municipal......... 12,008 13,729 0 0 0 0 329 748 0 0 New York Insured........... 13,089 15,001 0 0 0 0 329 799 0 0 TOTAL FOR MULTISTATE TRUST II....................... 79,991 91,685 0 0 0 0 2,632 5,014 0 0

----------------------------- --------------------------------- ALL OTHER FEES(4) --------------------------------- ADVISER AND ADVISER FUND ENTITIES --------------- --------------- FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED 2003 2004 2003 2004 ----------------------------- --------------------------------- MULTISTATE TRUST I Arizona Municipal.......... $0 $0 $0 $0 Colorado Municipal......... 0 0 0 0 Florida Municipal.......... 0 0 0 0 Maryland Municipal......... 0 0 0 0 New Mexico Municipal....... 0 0 0 0 Pennsylvania Municipal..... 0 0 0 0 Virginia Municipal......... 0 0 0 0 TOTAL FOR MULTISTATE TRUST I........................ 0 0 0 0 MULTISTATE TRUST II California Municipal....... 0 0 0 0 California Insured......... 0 0 0 0 Connecticut Municipal...... 0 0 0 0 Massachusetts Municipal.... 0 0 0 0 Massachusetts Insured...... 0 0 0 0 New Jersey Municipal....... 0 0 0 0 New York Municipal......... 0 0 0 0 New York Insured........... 0 0 0 0 TOTAL FOR MULTISTATE TRUST II....................... 0 0 0 0

41

-------------------------------------------------------------------------------------------------------------------------- AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3) ------------------- --------------------------------- --------------------------------- ADVISER AND ADVISER AND ADVISER ADVISER FUND FUND ENTITIES FUND ENTITIES ------------------- --------------- --------------- --------------- --------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 -------------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST III Georgia Municipal.......... $9,545 $9,926 $0 $0 $0 $0 $658 $202 $0 $0 Louisiana Municipal........ 8,743 8,739 0 0 0 0 658 153 0 0 North Carolina Municipal... 11,061 11,385 0 0 0 0 658 273 0 0 Tennessee Municipal........ 13,804 14,506 0 0 0 0 658 427 0 0 TOTAL FOR MULTISTATE TRUST III...................... 43,153 44,556 0 0 0 0 2,632 1,055 0 0 MULTISTATE TRUST IV Kansas Municipal........... 8,769 9,172 0 0 0 0 658 174 0 0 Kentucky Municipal......... 17,657 18,269 0 0 0 0 658 612 0 0 Michigan Municipal......... 12,510 12,367 0 0 0 0 658 334 0 0 Missouri Municipal......... 11,943 12,440 0 0 0 0 658 328 0 0 Ohio Municipal............. 20,783 20,545 0 0 0 0 658 724 0 0 Wisconsin Municipal........ 6,594 6,989 0 0 0 0 658 60 0 0 TOTAL FOR MULTISTATE TRUST IV....................... 78,256 79,782 0 0 0 0 3,948 2,232 0 0 MUNICIPAL TRUST All-American............... 14,195 14,692 0 0 0 0 658 423 0 0 High Yield Municipal....... 9,932 17,662 0 0 0 0 658 411 0 0 Insured Municipal.......... 28,977 29,679 0 0 0 0 658 1,168 0 0 Intermediate Duration...... 79,714 75,817 0 0 0 0 658 3,476 0 0 Limited Term............... 25,912 28,433 0 0 0 0 658 1,116 0 0 TOTAL FOR MUNICIPAL TRUST.................... 158,730 166,283 0 0 0 0 3,290 6,594 0 0

----------------------------- --------------------------------- ALL OTHER FEES(4) --------------------------------- ADVISER AND ADVISER FUND ENTITIES --------------- --------------- FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED 2003 2004 2003 2004 ----------------------------- --------------------------------- MULTISTATE TRUST III Georgia Municipal.......... $0 $0 $0 $0 Louisiana Municipal........ 0 0 0 0 North Carolina Municipal... 0 0 0 0 Tennessee Municipal........ 0 0 0 0 TOTAL FOR MULTISTATE TRUST III...................... 0 0 0 0 MULTISTATE TRUST IV Kansas Municipal........... 0 0 0 0 Kentucky Municipal......... 0 0 0 0 Michigan Municipal......... 0 0 0 0 Missouri Municipal......... 0 0 0 0 Ohio Municipal............. 0 0 0 0 Wisconsin Municipal........ 0 0 0 0 TOTAL FOR MULTISTATE TRUST IV....................... 0 0 0 0 MUNICIPAL TRUST All-American............... 0 0 0 0 High Yield Municipal....... 0 0 0 0 Insured Municipal.......... 0 0 0 0 Intermediate Duration...... 0 0 0 0 Limited Term............... 0 0 0 0 TOTAL FOR MUNICIPAL TRUST.................... 0 0 0 0

42

-------------------------------------------------------------------------------------------------------------------------- AUDIT FEES(1) AUDIT RELATED FEES(2) TAX FEES(3) ------------------- --------------------------------- --------------------------------- ADVISER AND ADVISER AND ADVISER ADVISER FUND FUND ENTITIES FUND ENTITIES ------------------- --------------- --------------- --------------- --------------- FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 -------------------------------------------------------------------------------------------------------------------------- INVESTMENT TRUST Balanced Stock and Bond.... $6,835 $7,339 $0 $0 $0 $0 $658 $80 $0 $0 Balanced Municipal and Stock.................... 7,722 8,067 0 0 0 0 658 116 0 0 Large-Cap Value............ 17,812 20,220 0 0 0 0 658 712 0 0 NWQ Multi-Cap Value(5)..... 3,450 7,990 0 0 0 0 0 70 0 0 TOTAL FOR INVESTMENT TRUST.................... 35,819 43,616 0 0 0 0 1,974 978 0 0 INVESTMENT TRUST II Rittenhouse Growth......... 12,196 13,684 0 0 0 0 658 399 0 0 NWQ International Value.... 5,727 6,588 0 0 0 0 658 37 0 0 TOTAL FOR INVESTMENT TRUST II....................... 17,923 20,272 0 0 0 0 1,316 436 0 0

----------------------------- --------------------------------- ALL OTHER FEES(4) --------------------------------- ADVISER AND ADVISER FUND ENTITIES --------------- --------------- FISCAL FISCAL FISCAL FISCAL YEAR YEAR YEAR YEAR ENDED ENDED ENDED ENDED 2003 2004 2003 2004 ----------------------------- --------------------------------- INVESTMENT TRUST Balanced Stock and Bond.... $0 $0 $0 $0 Balanced Municipal and Stock.................... 0 0 0 0 Large-Cap Value............ 0 0 0 0 NWQ Multi-Cap Value(5)..... 2,360 0 0 0 TOTAL FOR INVESTMENT TRUST.................... 2,360 0 0 0 INVESTMENT TRUST II Rittenhouse Growth......... 0 0 0 0 NWQ International Value.... 0 3,728(6) 0 0 TOTAL FOR INVESTMENT TRUST II....................... 0 3,728 0 0

-------------------------------------------------------------------------------- (1) "Audit Fees" are the aggregate fees billed for professional services for the audit of the Fund's annual financial statements and services provided in connection with statutory and regulatory filings or engagements. (2) "Audit Related Fees" are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements and are not reported under "Audit Fees." (3) "Tax Fees" are the aggregate fees billed for professional services for tax advice, tax compliance and tax planning. (4) "All Other Fees" are the aggregate fees billed for products and services other than "Audit Fees," "Audit Related Fees" and "Tax Fees." (5) NWQ Multi-Cap changed its fiscal year end from March 31 to June 30, effective April 1, 2003. The amounts shown above for the fiscal year ended 2003 are for the fiscal period April 1, 2003 to June 30, 2003. For the fiscal period December 9, 2002 (commencement of operations) to March 31, 2003, the following fees were billed to the Fund: Audit Fees of $5,862; Audit Related Fees of $0; Tax Fees of $658 and All Other Fees of $0. During the same period, no fees were billed by PricewaterhouseCoopers LLP to the Adviser and Adviser Entities for engagements directly related to the operations and financial reporting of the Fund. (6) Reflects fees related to PricewaterhouseCoopers LLP's review of Form N-14 merger documents. 43 NON-AUDIT FEES. The following table provides the aggregate non-audit fees billed by PricewaterhouseCoopers LLP for services rendered to each Fund, the Adviser and the Adviser Entities during each Fund's last two fiscal years.

---------------------------------------------------------------------------------------------------------------------- TOTAL NON-AUDIT FEES BILLED TO ADVISER AND ADVISER ENTITIES (ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES DIRECTLY TO THE BILLED TO ADVISER AND TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS) ------------------------- ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ---------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST I Arizona Municipal................ $658 $131 $0 $0 $0 $0 Colorado Municipal............... 658 54 0 0 0 0 Florida Municipal................ 658 434 0 0 0 0 Maryland Municipal............... 658 131 0 0 0 0 New Mexico Municipal............. 658 69 0 0 0 0 Pennsylvania Municipal........... 658 198 0 0 0 0 Virginia Municipal............... 658 306 0 0 0 0 TOTAL FOR MULTISTATE TRUST I..... 4,606 1,323 0 0 0 0 MULTISTATE TRUST II California Municipal............. 329 653 0 0 0 0 California Insured............... 329 662 0 0 0 0 Connecticut Municipal............ 329 701 0 0 0 0 Massachusetts Municipal.......... 329 464 0 0 0 0 Massachusetts Insured............ 329 446 0 0 0 0 New Jersey Municipal............. 329 541 0 0 0 0 New York Municipal............... 329 748 0 0 0 0 New York Insured................. 329 799 0 0 0 0 TOTAL FOR MULTISTATE TRUST II.... 2,632 5,014 0 0 0 0

----------------------------------- ------------------------- TOTAL ------------------------- FISCAL YEAR FISCAL YEAR ENDED 2003 ENDED 2004 ----------------------------------- ------------------------- MULTISTATE TRUST I Arizona Municipal................ $658 $131 Colorado Municipal............... 658 54 Florida Municipal................ 658 434 Maryland Municipal............... 658 131 New Mexico Municipal............. 658 69 Pennsylvania Municipal........... 658 198 Virginia Municipal............... 658 306 TOTAL FOR MULTISTATE TRUST I..... 4,606 1,323 MULTISTATE TRUST II California Municipal............. 329 653 California Insured............... 329 662 Connecticut Municipal............ 329 701 Massachusetts Municipal.......... 329 464 Massachusetts Insured............ 329 446 New Jersey Municipal............. 329 541 New York Municipal............... 329 748 New York Insured................. 329 799 TOTAL FOR MULTISTATE TRUST II.... 2,632 5,014

44

---------------------------------------------------------------------------------------------------------------------- TOTAL NON-AUDIT FEES BILLED TO ADVISER AND ADVISER ENTITIES (ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES DIRECTLY TO THE BILLED TO ADVISER AND TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS) ------------------------- ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ---------------------------------------------------------------------------------------------------------------------- MULTISTATE TRUST III Georgia Municipal................ $658 $202 $0 $0 $0 $0 Louisiana Municipal.............. 658 153 0 0 0 0 North Carolina Municipal......... 658 273 0 0 0 0 Tennessee Municipal.............. 658 427 0 0 0 0 TOTAL FOR MULTISTATE TRUST III... 2,632 1,055 0 0 0 0 MULTISTATE TRUST IV Kansas Municipal................. 658 174 0 0 0 0 Kentucky Municipal............... 658 612 0 0 0 0 Michigan Municipal............... 658 334 0 0 0 0 Missouri Municipal............... 658 328 0 0 0 0 Ohio Municipal................... 658 724 0 0 0 0 Wisconsin Municipal.............. 658 60 0 0 0 0 TOTAL FOR MULTISTATE TRUST IV.... 3,948 2,232 0 0 0 0 MUNICIPAL TRUST All-American..................... 658 423 0 0 0 0 High Yield Municipal............. 658 411 0 0 0 0 Insured Municipal................ 658 1,168 0 0 0 0 Intermediate Duration............ 658 3,476 0 0 0 0 Limited Term..................... 658 1,116 0 0 0 0 TOTAL FOR MUNICIPAL TRUST........ 3,290 6,594 0 0 0 0

----------------------------------- ------------------------- TOTAL ------------------------- FISCAL YEAR FISCAL YEAR ENDED 2003 ENDED 2004 ----------------------------------- ------------------------- MULTISTATE TRUST III Georgia Municipal................ $658 $202 Louisiana Municipal.............. 658 153 North Carolina Municipal......... 658 273 Tennessee Municipal.............. 658 427 TOTAL FOR MULTISTATE TRUST III... 2,632 1,055 MULTISTATE TRUST IV Kansas Municipal................. 658 174 Kentucky Municipal............... 658 612 Michigan Municipal............... 658 334 Missouri Municipal............... 658 328 Ohio Municipal................... 658 724 Wisconsin Municipal.............. 658 60 TOTAL FOR MULTISTATE TRUST IV.... 3,948 2,232 MUNICIPAL TRUST All-American..................... 658 423 High Yield Municipal............. 658 411 Insured Municipal................ 658 1,168 Intermediate Duration............ 658 3,476 Limited Term..................... 658 1,116 TOTAL FOR MUNICIPAL TRUST........ 3,290 6,594

45

---------------------------------------------------------------------------------------------------------------------- TOTAL NON-AUDIT FEES BILLED TO ADVISER AND ADVISER ENTITIES (ENGAGEMENTS RELATED TOTAL NON-AUDIT FEES DIRECTLY TO THE BILLED TO ADVISER AND TOTAL NON-AUDIT FEES OPERATIONS AND FINANCIAL ADVISER ENTITIES BILLED TO FUND REPORTING OF FUND) (ALL OTHER ENGAGEMENTS) ------------------------- ------------------------- ------------------------- FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ENDED 2003 ENDED 2004 ---------------------------------------------------------------------------------------------------------------------- INVESTMENT TRUST Balanced Stock and Bond.......... $658 $80 $0 $0 $0 $0 Balanced Municipal and Stock..... 658 116 0 0 0 0 Large-Cap Value.................. 658 712 0 0 0 0 NWQ Multi-Cap Value(1)........... 2,360 978 0 0 0 0 TOTAL FOR INVESTMENT TRUST....... 4,334 1,886 0 0 0 0 INVESTMENT TRUST II Rittenhouse Growth............... 658 399 0 0 0 0 NWQ International Value.......... 4,386 37 0 0 0 0 TOTAL FOR INVESTMENT TRUST II.... 5,044 436 0 0 0 0

----------------------------------- ------------------------- TOTAL ------------------------- FISCAL YEAR FISCAL YEAR ENDED 2003 ENDED 2004 ----------------------------------- ------------------------- INVESTMENT TRUST Balanced Stock and Bond.......... $658 $80 Balanced Municipal and Stock..... 658 116 Large-Cap Value.................. 658 712 NWQ Multi-Cap Value(1)........... 2,360 978 TOTAL FOR INVESTMENT TRUST....... 4,334 1,886 INVESTMENT TRUST II Rittenhouse Growth............... 658 399 NWQ International Value.......... 4,386(2) 37 TOTAL FOR INVESTMENT TRUST II.... 5,044 436

-------------------------------------------------------------------------------- (1) NWQ Multi-Cap changed its fiscal year end from March 31 to June 30, effective April 1, 2003. The amounts shown above for the fiscal year ended 2003 are for the fiscal period April 1, 2003 to June 30, 2003. For the fiscal period December 9, 2002 (commencement of operations) to March 31, 2003, no non-audit fees were billed by PricewaterhouseCoopers LLP to the Fund or the Adviser and Adviser Entities. (2) Reflects fees related to PricewaterhouseCoopers LLP's review of Form N-14 merger documents. 46 AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. Generally, the audit committee must approve each Fund's independent auditor's engagements (i) with the Fund for audit or non-audit services and (ii) with the Adviser and Adviser Entities for non-audit services if the engagement relates directly to the operations and financial reporting of the Fund. Regarding tax and research projects conducted by the independent auditors for each Fund and the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund), such engagements will be (i) pre-approved by the audit committee if they are expected to be for amounts greater than $10,000; (ii) reported to the audit committee chairman for his verbal approval prior to engagement if they are expected to be for amounts under $10,000 but greater than $5,000; and (iii) reported to the audit committee at the next audit committee meeting if they are expected to be for an amount under $5,000. For engagements with PricewaterhouseCoopers LLP entered into on or after May 6, 2003, the audit committee approved in advance all audit services and non-audit services that PricewaterhouseCoopers LLP provided to each Fund and to the Adviser and Adviser Entities (with respect to the operations and financial reporting of each Fund). None of the services rendered by PricewaterhouseCoopers LLP to each Fund or the Adviser or Adviser Entities were pre-approved by the audit committee pursuant to the pre-approval exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. The audit committee has considered whether the provision of non-audit services rendered by PricewaterhouseCoopers LLP to the Adviser and Adviser Entities that were not required to be pre-approved by the audit committee is compatible with maintaining PricewaterhouseCoopers LLP's independence. ADDITIONAL INFORMATION INFORMATION ABOUT THE UNDERWRITER Nuveen Investments, LLC (the "Underwriter"), located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as the principal underwriter for each Fund. The underwriter is a wholly-owned subsidiary of Nuveen. SHAREHOLDER PROPOSALS The Trusts generally do not hold annual shareholders' meetings, but will hold special meetings as required or deemed desirable. Because each Trust does not hold regular shareholders' meetings, the anticipated date of the next special shareholders' meeting (if any) cannot be provided. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders' meeting of a Trust should send their written proposal to the Trust at 333 West Wacker Drive, Chicago, Illinois 60606. Proposals must be received a reasonable time before a Trust begins to print and mail its proxy materials for the meeting. SHAREHOLDER COMMUNICATIONS Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of Lorna Ferguson, Manager of Fund Board Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606. The letter should 47 indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member it will be sent to the chair of the nominating and governance committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons. EXPENSES OF PROXY SOLICITATION The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costs in connection with the solicitation of proxies will be paid 70% by Nuveen and 30% by the Funds (allocated among the Funds based on relative net assets). Solicitation may be made by letter or telephone by officers or employees of Nuveen or the Adviser, or by dealers and their representatives. FISCAL YEAR The last fiscal year end for all Funds in Multistate Trust I, Multistate Trust III and Multistate Trust IV was May 31, 2004. The last fiscal year end for all Funds in Investment Trust was June 30, 2004. The last fiscal year end for all Funds in Investment Trust II was July 31, 2004. The last fiscal year end for all Funds in Multistate Trust II was February 28, 2005. The last fiscal year end for all Funds in Municipal Trust was April 30, 2005. ANNUAL REPORT DELIVERY Annual reports will be sent to shareholders of record of each Fund following each Fund's fiscal year end. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606 or by calling 1-800-257-8787. Please note that only one annual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above. GENERAL Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meetings. However, if other matters are properly presented to the Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund. A list of shareholders entitled to be present and to vote at each Meeting will be available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois, for inspection by any 48 shareholder during regular business hours beginning ten days prior to the date of the Meetings. Failure of a quorum to be present at any Meeting will necessitate adjournment and will subject that Fund to additional expense. The persons named in the enclosed proxy may also move for an adjournment of any Meeting to permit further solicitation of proxies with respect to any of the proposals if they determine that adjournment and further solicitation is reasonable and in the best interests of the shareholders. Under each Trust's By-Laws, an adjournment of a meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting. IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. Jessica R. Droeger Vice President and Secretary June 16, 2005 49 APPENDIX A DATES RELATING TO ORIGINAL INVESTMENT MANAGEMENT AGREEMENTS(1)

--------------------------------------------------------------------------------------- DATE ORIGINAL DATE ORIGINAL INVESTMENT INVESTMENT MANAGEMENT DATE OF ORIGINAL MANAGEMENT AGREEMENT WAS LAST INVESTMENT AGREEMENT WAS LAST APPROVED FOR MANAGEMENT APPROVED BY CONTINUANCE BY TRUST AGREEMENT SHAREHOLDERS BOARD --------------------------------------------------------------------------------------- Multistate Trust I February 1,1997 December 20, 1996 May 11, 2005 Multistate Trust II February 1, 1997 December 20, 1996 May 11, 2005 Multistate Trust III February 1, 1997 December 20, 1996 May 11, 2005 Multistate Trust IV February 1, 1997 December 20, 1996 May 11, 2005 Municipal Trust February 1, 1997 December 20, 1996 May 11, 2005 Investment Trust July 29, 1996 July 29, 1996 May 11, 2005 Investment Trust II October 31, 1997 November 12, 1997 May 11, 2005 ---------------------------------------------------------------------------------------

(1) The Original Investment Management Agreement for each Trust is with Nuveen Advisory Corp. ("NAC") or Nuveen Institutional Advisory Corp. ("NIAC"). Effective January 1, 2005, NAC and NIAC were merged into NAM. As a result, NAC and NIAC became a part of NAM and ceased to exist separately. NAM assumed all of NAC and NIAC's obligations under the Original Investment Management Agreements. Like NAC and NIAC, NAM is a wholly-owned subsidiary of Nuveen. The merger did not constitute a change in control. There was no change in who manages the Funds or in the Funds' investment objectives or policies as a result of the merger. A-1 APPENDIX B FORM OF INVESTMENT MANAGEMENT AGREEMENT Agreement made this [31st day of July 2005], by and between, , a Massachusetts business trust (the "Trust"), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the "Adviser"), to be effective [August 1, 2005]. W I T N E S S E T H T H A T: WHEREAS, Adviser serves as the investment manager for the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") pursuant to an Investment Management Agreement between Adviser and the Trust (as such agreement may be modified from time to time, the "Management Agreement"); and WHEREAS, the Trust desires to retain the Adviser as its agent to furnish investment advisory services for the Trust, upon the terms and conditions hereafter set forth; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. The Trust hereby employs the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of each of the Trust's series as set forth on Exhibit A attached hereto (the "Portfolios") or as may exist from time to time in accordance with the Trust's investment objective and policies and limitations relating to such Portfolio, and to administer the Trust's affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Trust for the period and upon the terms herein set forth. The investment of the assets of each Portfolio shall be subject to the Trust's policies, restrictions and limitations with respect to securities investments as set forth in the Trust's registration statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 covering the Trust's Portfolios' shares of beneficial interest, including the Prospectus and Statement of Additional Information forming a part thereof, all as filed with the Securities and Exchange Commission and as from time to time amended, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered open-end, management investment companies. The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Trust's custodian, transfer agent and shareholder service agent, and the like) for the Trust, to permit any of its officers or employees to serve without compensation as trustees or officers of the Trust if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless B-1 otherwise expressly provided or authorized, shall have no authority to act for nor represent the Trust in any way, nor otherwise be deemed an agent of the Trust. 2. For the services and facilities described in Section 1, the Trust will pay to the Adviser, at the end of each calendar month, an investment management fee related to each of the Trust's Portfolios. For each Portfolio, calculated separately, the fees shall be computed at the rate of: a. Each Portfolio's Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. b. The Fund-Level Fee for each Portfolio shall be calculated pursuant to a fee breakpoint schedule (and by reference to the daily net assets of the Portfolio) as provided below. c. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined in section 2 below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) ("Complex-Level Assets"), pursuant to the following annual fee schedule:

--------------------------------------------------------------------- COMPLEX-LEVEL ASSETS ANNUAL FEE --------------------------------------------------------------------- First $55 billion .2000% Next $1 billion .1800% Next $1 billion .1600% Next $3 billion .1425% Next $3 billion .1325% Next $3 billion .1250% Next $5 billion .1200% Next $5 billion .1175% Next $15 billion .1150% ---------------------------------------------------------------------

With respect to Complex-Level Assets over $91 billion, both the Trust (via its Board of Trustees) and the Adviser intend that the parties will meet, prior to the time when Complex-Level Assets reach that level, to consider and negotiate the fee rate or rates that will apply to such assets. The parties agree that, in the unlikely event that Complex-Wide Assets reach $91 billion prior to the parties reaching an agreement as to the Complex-Level Fee rate or rates to be applied to such assets, the Complex-Level Fee rate for such Complex-Level Assets shall be .1400% until such time as the parties agree to a different rate or rates. "Eligible Funds", for purposes of the Agreement, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in the United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the adviser's parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the fund's adviser's rights B-2 under the management agreement for such fund, will be evaluated by both Nuveen management and the Nuveen Funds' Board, on a case-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of Eligible Funds and, if so, whether there would be a basis for any adjustments to the complex-level breakpoints. For the month and year in which this Agreement becomes effective, or terminates, and for any month and year in which a Portfolio is added or eliminated from the Trust, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect, or the Portfolio shall have existed, during the month and year, respectively. The services of the Adviser to the Trust under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby. 3. The net asset value of each Portfolio shall be calculated as provided in the Declaration of Trust of the Trust. On each day when net asset value is not calculated, the net asset value of a share of beneficial interest of a Portfolio shall be deemed to be the net asset value of such share as of the close of business on the last day on which such calculation was made for the purpose of the foregoing computations. 4. Regardless of any of the above provisions, the Adviser guarantees that the total expenses of each Portfolio in any fiscal year, exclusive of taxes, interest, brokerage commissions, and extraordinary expenses such as litigation costs, shall not exceed, and the Adviser undertakes to pay or refund to the Portfolio any amount up to but not greater than the aggregate fees received by the Adviser under this Agreement for such fiscal year, the limitation imposed by any jurisdiction in which the Trust continues to offer and sell shares of the Portfolio after exceeding such limitation. Except as otherwise agreed to by the Trust or the Adviser or unless otherwise required by the law or regulation of any state, any reimbursement by the Adviser to a Portfolio under this section shall not exceed the management fee payable to the Adviser by a Portfolio under this Agreement. 5. The Adviser shall arrange for officers or employees of the Adviser to serve, without compensation from the Trust, as trustees, officers or agents of the Trust, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law. 6. Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Trust are, or may be, interested in the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested in the Trust otherwise than as trustees, officers or agents. 7. The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its B-3 obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. 8. The Adviser currently manages other investment accounts and funds, including those with investment objectives similar to the Trust, and reserves the right to manage other such accounts and funds in the future. Securities considered as investments for a Portfolio of the Trust may also be appropriate for other Portfolios or for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the Trust's Portfolios and the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by a Portfolio and another fund's portfolio or one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust Portfolio or Portfolios purchasing such securities and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust Portfolios and such other accounts and funds, the size of investment commitments generally held by the Trust Portfolios and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 9. This Agreement shall continue in effect until [August 1, 2006], unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the Investment Company Act of 1940. This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by the Trust or by the Adviser upon sixty (60) days' written notice to the other party. The Trust may effect termination by action of the Board of Trustees, or, with respect to any Portfolio, by vote of a majority of the outstanding voting securities of that Portfolio, accompanied by appropriate notice. This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Trust, or, with respect to any Portfolio, by vote of a majority of the outstanding voting securities of that Portfolio, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the covenants of the Adviser set forth herein. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 2, earned prior to such termination. 10. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected. 11. The Adviser and its affiliates reserve the right to grant, at any time, the use of the name "Nuveen" or the name "Flagship", or any approximation or abbreviation thereof, to any other investment company or business enterprise. Upon termination of this Agreement by either party, or by its terms, the Trust shall thereafter refrain B-4 from using any name of the Trust which includes "Nuveen" or "Flagship" or any approximation or abbreviation thereof, or is sufficiently similar to such name as to be likely to cause confusion with such name, and shall not allude in any public statement or advertisement to the former association. 12. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice. 13. The Trust's Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. This Agreement is executed on behalf of the Trust by the Trust's officers as officers and not individually and the obligations imposed upon the Trust by this Agreement are not binding upon any of the Trust's Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust. IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to be executed on the day and year above written. By: ------------------------- Vice President Attest: ------------------------- Assistant Secretary NUVEEN ASSET MANAGEMENT By: ------------------------- Managing Director Attest: ------------------------- Assistant Secretary B-5 EXHIBIT A LIST OF EACH FUND IN THE TRUST B-6 APPENDIX C COMPLEX-LEVEL FEE RATES

------------------------------------------------------------------------ COMPLEX DAILY NET ASSETS FEE RATE ------------------------------------------------------------------------ First $55 billion 0.2000% Next $1 billion 0.1800% Next $1 billion 0.1600% Next $3 billion 0.1425% Next $3 billion 0.1325% Next $3 billion 0.1250% Next $5 billion 0.1200% Next $5 billion 0.1175% Next $15 billion 0.1150% ------------------------------------------------------------------------

FUND-LEVEL FEE RATES, AGGREGATE MANAGEMENT FEES PAID AND NET ASSETS

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- MULTISTATE TRUST I Arizona Municipal For the first $125 million 0.3500% $582,234 $97,778,309.43 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% For net assets over $5 billion 0.2500% Colorado Municipal For the first $125 million 0.3500% $240,310 $43,343,344.75 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% For net assets over $5 billion 0.2500%

C-1

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- Florida Municipal For the first $125 million 0.3500% $1,893,315 $311,145,571.33 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Maryland Municipal For the first $125 million 0.3500% $588,624 $112,881,199.04 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% New Mexico Municipal For the first $125 million 0.3500% $307,484 $54,398,258.25 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Pennsylvania Municipal For the first $125 million 0.3500% $874,231 $162,895,618.63 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500%

C-2

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- Virginia Municipal For the first $125 million 0.3500% $1,341,301 $259,053,520.36 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% ----------------------------------------------------------------------------------------------------------- MULTISTATE TRUST II California Municipal For the first $125 million 0.3500% $1,424,629 $267,449,035.39 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% California Insured For the first $125 million 0.3500% $1,409,278 $259,752,924.69 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Connecticut Municipal For the first $125 million 0.3500% $1,550,494 $290,562,967.60 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500%

C-3

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- Massachusetts Municipal For the first $125 million 0.3500% $631,317 $129,009,456.37 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Massachusetts Insured For the first $125 million 0.3500% $499,646 $89,853,360.52 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% New Jersey Municipal For the first $125 million 0.3500% $921,452 $171,574,918.05 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% New York Municipal For the first $125 million 0.3500% $1,827,587 $344,439,317.61 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500%

C-4

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- New York Insured For the first $125 million 0.3500% $1,966,813 $364,028,219.69 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% ----------------------------------------------------------------------------------------------------------- MULTISTATE TRUST III Georgia Municipal For the first $125 million 0.3500% $899,307 $160,479,308.45 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Louisiana Municipal For the first $125 million 0.3500% $677,995 $118,147,479.74 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% North Carolina Municipal For the first $125 million 0.3500% $1,214,929 $225,115,290.34 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500%

C-5

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- Tennessee Municipal For the first $125 million 0.3500% $1,850,557 $340,075,498.15 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% ----------------------------------------------------------------------------------------------------------- MULTISTATE TRUST IV Kansas Municipal For the first $125 million 0.3500% $754,591 $132,375,191.59 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Kentucky Municipal For the first $125 million 0.3500% $2,642,597 $492,444,908.51 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Michigan Municipal For the first $125 million 0.3500% $1,449,761 $250,462,720.85 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500%

C-6

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- Missouri Municipal For the first $125 million 0.3500% $1,435,603 $260,204,298.93 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Ohio Municipal For the first $125 million 0.3500% $3,119,661 $565,333,655.98 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% Wisconsin Municipal For the first $125 million 0.3500% $273,705 $45,420,546.19 For the next $125 million 0.3375% For the first $250 million 0.3250% For the first $500 million 0.3125% For the next $1 billion 0.3000% For the next $3 billion 0.2750% On assets of $5 billion and over 0.2500% ----------------------------------------------------------------------------------------------------------- MUNICIPAL TRUST All-American For the first $125 million 0.3000% $1,663,030 $356,060,961.15 For the next $125 million 0.2875% For the next $250 million 0.2750% For the next $500 million 0.2625% For the next $1 billion 0.2500% For the next $3 billion 0.2250% For net assets over $5 billion 0.2125%

C-7

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- High Yield Municipal For the first $125 million 0.4000% $5,091,240 $1,470,730,117.10 For the next $125 million 0.3875% For the next $250 million 0.3750% For the next $500 million 0.3625% For the next $1 billion 0.3500% For net assets over $2 billion 0.3250% Insured Municipal For the first $125 million 0.3000% $4,226,901 $890,411,394.37 For the next $125 million 0.2875% For the next $250 million 0.2750% For the next $500 million 0.2625% For the next $1 billion 0.2500% For the next $3 billion 0.2250% For net assets over $5 billion 0.2125% Intermediate Duration For the first $125 million 0.3000% $12,003,177 $2,649,430,804.72 For the next $125 million 0.2875% For the next $250 million 0.2750% For the next $500 million 0.2625% For the next $1 billion 0.2500% For the next $3 billion 0.2250% For net assets over $5 billion 0.2125% Limited Term For the first $125 million 0.2500% $3,575,113 $821,566,275.45 For the next $125 million 0.2375% For the next $250 million 0.2250% For the next $500 million 0.2125% For the next $1 billion 0.2000% For the next $3 billion 0.1750% For net assets over $5 billion 0.1625% -----------------------------------------------------------------------------------------------------------

C-8

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- INVESTMENT TRUST Balanced Stock and Bond For the first $125 million 0.5500% $407,756(3) $61,677,945.20 For the next $125 million 0.5375% For the next $250 million 0.5250% For the next $500 million 0.5125% For the next $1 billion 0.5000% For net assets over $2 billion 0.4750% Balanced Municipal and Stock For the first $125 million 0.5500% $666,644(4) $82,288,101.11 For the next $125 million 0.5375% For the next $250 million 0.5250% For the next $500 million 0.5125% For the next $1 billion 0.5000% For net assets over $2 billion 0.4750% Large-Cap Value For the first $125 million 0.6500% $4,753,246 $510,045,874.44 For the next $125 million 0.6375% For the next $250 million 0.6250% For the next $500 million 0.6125% For the next $1 billion 0.6000% For net assets over $2 billion 0.5750% NWQ Multi-Cap Value For the first $125 million 0.6500% $634,131 $347,365,963.97 For the next $125 million 0.6375% For the next $250 million 0.6250% For the next $500 million 0.6125% For the next $1 billion 0.6000% For net assets over $2 billion 0.5750% -----------------------------------------------------------------------------------------------------------

C-9

----------------------------------------------------------------------------------------------------------- FEES PAID TO THE ADVISER FUND AVERAGE DAILY DURING LAST NET ASSETS AS OF FUND NET ASSETS FEE RATE(1) FISCAL YEAR(2) 5/1/05 ----------------------------------------------------------------------------------------------------------- INVESTMENT TRUST II Rittenhouse Growth For the first $125 million 0.6500% $2,439,673(5) $205,226,289.44 For the next $125 million 0.6375% For the next $250 million 0.6250% For the next $500 million 0.6125% For the next $1 billion 0.6000% For net assets over $2 billion 0.5750% NWQ International Value For the first $125 million 0.8500% $344,156 $103,567,480.47 For the next $125 million 0.8375% For the next $250 million 0.8250% For the next $500 million 0.8125% For the next $1 billion 0.8000% For net assets over $2 billion 0.7750% -----------------------------------------------------------------------------------------------------------

(1) The fee rates shown above went into effect on August 1, 2004. Prior to August 1, 2004, the investment management fee paid by each Fund was calculated using the above fund-level fee rates plus 0.20% at each breakpoint asset level. There was no complex-level component of the investment management fee prior to August 1, 2004. (2) Prior to January 1, 2005, investment management services were provided to the Funds by Nuveen Advisory Corp. ("NAC") or Nuveen Institutional Advisory Corp. ("NIAC"). Effective January 1, 2005, NAC and NIAC were merged into NAM. As a result, NAC and NIAC became a part of NAM and ceased to exist separately. Prior to the reorganization, management fees were paid to NAC or NIAC. Currently and under the New Investment Management Agreements, all management fees will be paid to NAM. Like NAM, NAC and NIAC were wholly- owned subsidiaries of Nuveen. (3) Amount is net of expense reimbursements by NIAC. NIAC waived fees and reimbursed expenses of $71,482 during the Fund's last fiscal year. (4) Amount is net of expense reimbursements by NIAC. NIAC waived fees and reimbursed expenses of $31,826 during the Fund's last fiscal year. (5) Amount is net of expense reimbursements by NIAC. NIAC waived fees and reimbursed expenses of $155,774 during the Fund's last fiscal year. C-10 APPENDIX D OFFICERS AND DIRECTORS OF NUVEEN ASSET MANAGEMENT ("NAM") WHO ARE NOT OFFICERS OR BOARD MEMBERS OF THE TRUSTS

------------------------------------------------------------------------------------------------------- NAME PRINCIPAL OCCUPATION ------------------------------------------------------------------------------------------------------- John P. Amboian President and Director of Nuveen Investments, Inc., Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc. and Nuveen Investments Holdings, Inc. Alan G. Berkshire Senior Vice President, Secretary and General Counsel of Nuveen Investments, Inc., Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc. and Nuveen Investments Holdings, Inc.; Senior Vice President and Secretary of Nuveen Investments Advisers Inc.; Assistant Secretary of NWQ Investment Management Company, LLC and Secretary of Symphony Asset Management, LLC. Stuart J. Cohen Vice President, Assistant Secretary and Assistant General Counsel of Nuveen Asset Management, Nuveen Investments, LLC, Nuveen Investments Holdings, Inc. and Rittenhouse Asset Management, Inc.; Vice President of Nuveen Investments Advisers Inc. Sherri A. Hlavacek Vice President and Corporate Controller of Nuveen Asset Management, Nuveen Investments, LLC, Nuveen Investments Holdings, Inc., Nuveen Investments Advisers Inc. and Rittenhouse Asset Management, Inc.; Vice President and Controller of Nuveen Investments, Inc.; Certified Public Accountant. Mary E. Keefe Managing Director of Nuveen Investments, Inc.; Managing Director and Chief Compliance Officer of Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investments Advisers Inc. and Rittenhouse Asset Management, Inc. Margaret E. Wilson Senior Vice President, Finance of Nuveen Investments, Inc., Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc. and Nuveen Investments Holdings, Inc. -------------------------------------------------------------------------------------------------------

D-1 APPENDIX E DATES RELATING TO SUB-ADVISORY AGREEMENTS

---------------------------------------------------------------------------------------------------- DATE ORIGINAL DATE ORIGINAL SUB-ADVISORY SUB-ADVISORY AGREEMENT WAS DATE OF ORIGINAL AGREEMENT WAS LAST APPROVED SUB- SUB-ADVISORY LAST APPROVED FOR CONTINUANCE TRUST/FUND ADVISER AGREEMENT BY SHAREHOLDERS BY BOARD ---------------------------------------------------------------------------------------------------- INVESTMENT TRUST Balanced Stock and Bond ICAP May 16, 1996 July 29, 1996 May 11, 2005 Balanced Municipal and Stock ICAP May 16, 1996 July 29, 1996 May 11, 2005 Large-Cap Value ICAP May 16, 1996 July 29, 1996 May 11, 2005 NWQ Multi-Cap Value NWQ August 15, 2002 December 5, 2002 May 11, 2005 INVESTMENT TRUST II NWQ International Value NWQ October 4, 2002 October 4, 2002 May 11, 2005 Rittenhouse Growth Rittenhouse October 31, 1997 November 12, 1997 May 11, 2005 ----------------------------------------------------------------------------------------------------

E-1 APPENDIX F FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AGREEMENT MADE THIS [31st] day of [July, 2005] by and between Nuveen Asset Management, a Delaware corporation and a registered investment adviser ("Manager"), and , a and a registered investment adviser ("Sub-Adviser"). WHEREAS, Manager is the investment manager for the , each a series (the "Fund(s)") of (the "Trust"), an open-end diversified, management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish investment advisory services for each Fund, upon the terms and conditions hereafter set forth; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. Appointment. Manager hereby appoints Sub-Adviser to provide certain sub-investment advisory services to each Fund for the period and on the terms set forth in this Agreement. Sub-Adviser accepts such appointments and agrees to furnish the services herein set forth for the compensation herein provided. 2. Services to be Performed. Subject always to the supervision of Trust's Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for each Fund, all on behalf of each Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund's investments, and will comply with the provisions of Trust's Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser's performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of the Trust's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused the Trust to pay F-1 a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Trust in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Trust, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, a Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Trust, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Trust and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and (d) will prepare such books and records with respect to each Fund's securities transactions as requested by the Manager and will furnish Manager and Trust's Board of Trustees such periodic and special reports as the Board or Manager may reasonably request. 3. Expenses. During the term of this Agreement, Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commission, if any) purchased for the Trust. F-2 4. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee equal to . The management fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of the Trust, determined in the manner established by the Board of Trustees, as of the close of business on the last preceding business day on which the Trust's net asset value was determined. For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively. 5. Services to Others. Manager understands, and has advised Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to other investment companies that are not a series of the Trust, provided that whenever each Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Trust's Board of Trustees, that in some cases this procedure may adversely affect the size of the position that each Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of each Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for each Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full such efforts and service to the Trust. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Trust in providing investment advice to its other investment advisory accounts or for managing its own accounts. 6. Limitation of Liability. Manager will not take any action against Sub-Adviser to hold Sub-Adviser liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of Sub-Adviser's duties under this Agreement, except for a loss resulting from Sub-Adviser's willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. 7. Term; Termination; Amendment. This Agreement shall become effective with respect to each Fund on [August 1, 2005]; provided that it has been approved by a vote of a majority of the outstanding voting securities of each Fund in accordance with the requirements of the 1940 Act, and shall remain in full force until [August 1, 2006] unless sooner terminated as hereinafter provided. This Agreement shall F-3 continue in force from year to year thereafter with respect to each Fund, but only as long as such continuance is specifically approved for each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for each Fund, the Sub-Adviser may continue to serve in such capacity for each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager on sixty (60) days' written notice to the Sub-Adviser. This Agreement may also be terminated by the Trust with respect to each Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on sixty (60) days' written notice to the Sub-Adviser by the Trust. This Agreement may be terminated with respect to each Fund at any time without the payment of any penalty by the Manager, the Board of Trustees or by vote of a majority of the outstanding voting securities of each Fund in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action which results in a breach of the covenants of the Sub-Adviser set forth herein. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Investment Management Agreement between the Manager and the Trust is terminated, assigned or not renewed. 8. Notice. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party If to the Manager: If to the Sub-Adviser: or such address as such party may designate for the receipt of such notice. F-4 9. Limitations on Liability. All parties hereto are expressly put on notice of the Trust's Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Trust entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Trust individually but are binding upon only the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the subject Fund, for the enforcement of any claims. 10. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 11. Applicable Law. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 9 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois. IN WITNESS WHEREOF, the Manager and the Sub-Adviser have caused this Agreement to be executed as of the day and year first above written. By: ------------------------- Title: ------------------------- By: ------------------------- Title: ------------------------- F-5 APPENDIX G SUB-ADVISORY FEE RATES AND AGGREGATE SUB-ADVISORY FEES PAID

----------------------------------------------------------------------------------------------------------------------------------- FEE RATE --------------------------------------------------------------- ASSETS OF ALL THE EQUITY FIXED-INCOME FEES PAID TO THE NUVEEN SPONSORED PORTFOLIO PORTFOLIO SUB-ADVISER INVESTMENT PRODUCTS MANAGEMENT MANAGEMENT DURING LAST TRUST FUND SUB-ADVISER MANAGED BY ICAP(1) FEE FEE FISCAL YEAR ----------------------------------------------------------------------------------------------------------------------------------- Investment Balanced Stock ICAP For the first $500 million 0.35% 0.20% $176,690 Trust and Bond For the next $500 million 0.30% 0.15% For assets over $1 billion 0.25% 0.12% Investment Balanced ICAP For the first $500 million 0.35% 0.20% $110,539 Trust Municipal and For the next $500 million 0.30% 0.15% Stock For assets over $1 billion 0.25% 0.12% Investment Large-Cap Value ICAP For the first $500 million 0.35% 0.20% $1,938,157 Trust For the next $500 million 0.30% 0.15% For assets over $1 billion 0.25% 0.12%

FEES PAID TO THE SUB-ADVISER DURING LAST TRUST FUND SUB-ADVISER FEE RATE FISCAL YEAR --------------------------------------------------------------------------------------------- Investment Trust NWQ Multi- NWQ 50% of the advisory fee paid to $ 281,867 Cap Value NAM for its service to the Fund (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by NAM in respect of the Fund) Investment Trust II NWQ NWQ 50% of the advisory fee paid to $ 156,102 International NAM for its service to the Fund Value (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by NAM in respect of the Fund)

FEES PAID FEE RATE TO THE ----------------------------------- SUB-ADVISER DAILY NET ASSETS OF % OF DAILY DURING LAST TRUST FUND SUB-ADVISER RITTENHOUSE GROWTH NET ASSETS FISCAL YEAR ------------------------------------------------------------------------------------------------ Investment Trust II Rittenhouse Rittenhouse For the first $500 0.35% $ 1,081,212 Growth million 0.30% For assets over $500 million ------------------------------------------------------------------------------------------------

(1) NAM pays ICAP a portfolio management fee based on the average daily market value of all the Nuveen-sponsored investment products for which it serves as portfolio manager. NAM pays ICAP separate portfolio management fees for the equity and fixed-income portions of the Funds' assets, if applicable, according to the above schedule. G-1 FEE RATES AND NET ASSETS OF OTHER FUNDS ADVISED BY SUB-ADVISERS WITH SIMILAR INVESTMENT OBJECTIVES AS THE SUB-ADVISED FUNDS

-------------------------------------------------------------------------------------------------- NET ASSETS SUB-ADVISER SIMILAR FUND FEE RATE AS OF 5/1/05 ----------- ----------------- ---------------------------------------------- ----------------- ICAP UBS Pace Large Co 0.30% of the fund's average daily net assets $1,178,878,411.24(1) Value Equity managed by ICAP Investments NWQ ING International 0.50% of average daily net assets on the first $4,400,000 Value Choice Fund $300 million; and 0.55% thereafter at any aggregate asset level NWQ Activa 0.65% of the average of the daily aggregate $32,100,000 International net asset value of the fund on the first Fund $50,000,000 of assets and 0.55% on the assets in excess of $50,000,000

Rittenhouse Average Daily % of Average MLIG Net Assets of the Fund Daily Net Assets Roszel/Rittenhouse ---------------------------- ---------------- Large Cap Growth For the first $200 million 0.35% $9,716,929 Portfolio For the next $200 million 0.27% For assets over $400 million 0.25% Rittenhouse UBS Fiduciary 0.40% of net assets $90,258,590 Trust Company Large Company Growth Portfolio ---------------------------------------------------------------------------------------------------

(1) Net assets are as of June 9, 2005. G-2 APPENDIX H OFFICERS AND DIRECTORS OF SUB-ADVISERS WHO ARE NOT OFFICERS OR BOARD MEMBERS OF THE TRUSTS

--------------------------------------------------------------------------------------- SUB-ADVISER NAME AND ADDRESS PRINCIPAL OCCUPATION --------------------------------------------------------------------------------------- ICAP Robert H. Lyon President and Chief Investment Officer 225 West Wacker Drive of ICAP Funds, Inc. Chicago, IL 60606 Pamela H. Conroy Senior Vice President and Director of 225 West Wacker Drive Institutional Capital Corporation; Vice Chicago, IL 60606 President, Treasurer and Director of ICAP Funds, Inc. Gary S. Maurer Executive Vice President and Director 225 West Wacker Drive of Institutional Capital Corporation; Chicago, IL 60606 Director of ICAP Funds, Inc. NWQ Michael C. Mendez Chief Executive Officer of NWQ; 2049 Century Park East, 4th Floor Investment Management Company, LLC; Los Angeles, CA 90067 President and Director of NWQ Investment Management Company, Inc. Jon D. Bosse, CFA Chief Investment Officer and Managing 2049 Century Park East, 4th Floor Director of NWQ Investment Management Los Angeles, CA 90067 Company, LLC; Managing Director and Portfolio Manager of NWQ Investment Management Company, Inc. Edward C. Friedel, CFA Senior Managing Director of NWQ 2049 Century Park East, 4th Floor Investment Management Company, LLC; Los Angeles, CA 90067 Managing Director of NWQ Investment Management Company, Inc. Rittenhouse John P. Amboian President and Director of Nuveen 333 W. Wacker Drive Investments, Inc., Nuveen Asset Chicago, IL 60605 Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc. and Nuveen Investments Holdings, Inc. Alan G. Berkshire Senior Vice President, Secretary and 333 W. Wacker Drive General Counsel of Nuveen Investments, Chicago, IL 60606 Inc., Nuveen Asset Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc. and Nuveen Investments Holdings, Inc.; Senior Vice President and Secretary of Nuveen Investments Advisers Inc.; Assistant Secretary of NWQ Investment Management Company, LLC and Secretary of Symphony Asset Management, LLC. Stuart J. Cohen Vice President, Assistant Secretary and 333 West Wacker Drive Assistant General Counsel of Chicago, IL 60606 Rittenhouse Asset Management, Inc., Nuveen Asset Management, Nuveen Investments, LLC and Nuveen Investments Holdings, Inc.; Vice President of Nuveen Investments Advisers Inc. William L. Conrad Managing Director of Rittenhouse Asset Five Radnor Corporate Center Management, Inc. Radnor, PA 19087

H-1

--------------------------------------------------------------------------------------- SUB-ADVISER NAME AND ADDRESS PRINCIPAL OCCUPATION --------------------------------------------------------------------------------------- Nancy M. Crouse Managing Director of Rittenhouse Asset Five Radnor Corporate Center Management, Inc. Radnor, PA 19087 Sherri A. Hlavacek Vice President and Corporate Controller 333 West Wacker Drive of Rittenhouse Asset Management, Inc., Chicago, IL 60606 Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investments Holdings, Inc. and Nuveen Investments Advisers Inc.; Vice President and Controller of Nuveen Investments, Inc.; Certified Public Accountant. Mary E. Keefe Managing Director of Nuveen 333 W. Wacker Drive Investments, Inc.; Managing Director Chicago, IL 60606 and Chief Compliance Officer of Nuveen Investments, LLC, Nuveen Asset Management, Nuveen Investments Advisers Inc., Nuveen Investments Institutional Services Group LLC and Rittenhouse Asset Management, Inc. Michael H. Lewers Managing Director of Rittenhouse Asset Five Radnor Corporate Center Management, Inc. Radnor, PA 19087 Daniel C. Roarty Managing Director of Rittenhouse Asset Five Radnor Corporate Center Management, Inc. Radnor, PA 19087 John P. Waterman Chief Investment Officer of Rittenhouse Five Radnor Corporate Center Asset Management, Inc. Radnor, PA 19087 Margaret E. Wilson Senior Vice President, Finance of 333 W. Wacker Drive Nuveen Investments, Inc., Nuveen Asset Chicago, IL 60606 Management, Nuveen Investments, LLC, Rittenhouse Asset Management, Inc., Nuveen Investments Advisers Inc. and Nuveen Investments Holdings, Inc. Margaret S. Woolley Vice President and Director of Trading Five Radnor Corporate Center of Rittenhouse Asset Management, Inc. Radnor, PA 19087

H-2 APPENDIX I BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- NWQ Multi- Cap Value Class A Citigroup Global Markets Inc. 631,760.3140 7.89% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 Charles Schwab & Co. Inc. for the 1,880,316.4250 23.48% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 MLPF&S for the Benefit of its 648,966.8800 8.11% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 122,407.9230 8.07% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 1,245,283.1990 21.46% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,013,307.6640 17.46% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Charles Schwab & Co. Inc. 1,425,441.1910 43.92% Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 Home Federal Bank of Tennessee 240,180.1530 7.40% Custodian for Benefit of Iron Workers District Council of Tennessee Valley & Vicinity Annuity Custody Account 515 Market Street, Suite 500 Knoxville, TN 37902-2145 American Express Trust Co. 255,173.6400 7.86% Amer. Exp. Trust Ret. Ser. Pl. 996 AXP Financial Center Minneapolis, MN 55474-0009 -------------------------------------------------------------------------------------------

I-1

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- NWQ International Value Class A Charles Schwab & Co. Inc. for the 606,754.1150 29.77% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 MLPF&S for the Benefit of its 358,374.6200 17.58% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 136,238.5830 35.44% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 55,730.8310 6.22% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 404,743.4330 45.14% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R American Express Trust Co. 272,341.0430 24.23% Amer. Exp. Trust Ret. Ser. Pl. 996 AXP Financial Center Minneapolis, MN 55474-0009 Charles Schwab & Co. Inc. for the 580,230.9150 51.63% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 ------------------------------------------------------------------------------------------- Rittenhouse Growth Class A Citigroup Global Markets Inc. 186,106.5590 8.83% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 341,873.7090 16.23% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 1,939,295.4830 43.84% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-2

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C Citigroup Global Markets Inc. 351,867.6230 10.24% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,389,920.4940 40.47% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R FIIOC as Agent for Qualified 48,907.0110 6.46% Employee Benefit Plans (401K) FINOPS-IC Funds 100 Magellan Way Covington, KY 41015-1987 American Express Trust Co. 321,296.1610 42.47% Amer. Exp. Trust Ret. Ser. Pl. 996 AXP Financial Center Minneapolis, MN 55474-0009 Nuveen Investments Inc. 63,168.1240 8.35% Rittenhouse Long Term Comp. Plan 2003 Attn: Peggy Wilson 333 W. Wacker Drive Chicago, IL 60606-1220 ------------------------------------------------------------------------------------------- Balanced Municipal and Stock Class A Citigroup Global Markets Inc. 296,057.5800 12.42% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 209,319.5350 8.78% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 83,464.6800 10.41% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 214,341.6380 26.73% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-3

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C Citigroup Global Markets Inc. 24,760.2570 7.61% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 56,496.4650 17.37% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Citigroup Global Markets Inc. 6,224.1500 18.30% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 Leonard Pearl and Joan D. Pearl 5,248.7180 15.43% 707 Mix Avenue, Apt. 24 Hamden, CT 06514-2208 Jane B. Howland 1,706.2950 5.02% 1166 Main Street Williamstown, MA 01267-2622 MLPF&S for the Benefit of its 2,990.7110 8.79% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Arthur Angers 2,612.5200 7.68% 2008 Arbor Drive Clearwater, FL 33760-1942 Leonard Angers 2,612.5210 7.68% 109 Gullot Road Schenectady, NY 12306-4317 ------------------------------------------------------------------------------------------- Balanced Stock and Bond Class A Citigroup Global Markets Inc. 150,926.0580 12.20% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 226,104.5220 18.28% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 24,420.1380 5.37% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 151,174.5210 33.27% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-4

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C MLPF&S for the Benefit of its 190,138.8560 61.36% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R FIIOC as Agent for Qualified 102,511.4330 25.25% Employee Benefit Plans (401K) FINOPS-IC Funds 100 Magellan Way Covington, KY 41015-1987 American Express Trust Co. 82,820.6550 20.40% Amer. Exp. Trust Ret. Ser. Pl. 996 AXP Financial Center Minneapolis, MN 55474-0009 NFS LLC FEBO 150,878.5060 37.16% The Northern Trust Company P.O. Box 92956 Chicago, IL 60675-2956 ------------------------------------------------------------------------------------------- Large-Cap Value Class A Citigroup Global Markets Inc. 2,402,034.5270 14.59% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 2,428,644.9130 14.76% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 162,940.0760 8.59% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 595,233.9130 31.37% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 132,047.9110 10.45% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 630,010.0980 49.85% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-5

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class R FIIOC as Agent for Qualified 105,225.7440 12.13% Employee Benefit Plans (401K) FINOPS-IC Funds 100 Magellan Way Covington, KY 41015-1987 American Express Trust Co. 318,834.4620 36.75% Amer. Exp. Trust Ret. Ser. Pl. 996 AXP Financial Center Minneapolis, MN 55474-0009 ------------------------------------------------------------------------------------------- All-American Class A Citigroup Global Markets Inc. 2,168,889.6390 10.10% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 3,260,489.6440 15.18% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 898,827.9930 24.84% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 452,626.1590 6.72% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 2,739,309.7420 40.64% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Nikki L. Teik, Trustee, and 36,746.5560 5.89% Robert J. Teik, Trustee The Teik Family Trust 20 Lakeside Drive S. Barrington, IL 60010-5311 Alice B. Bonnet 58,973.0690 9.45% P.O. Box 669 La Porte, IN 46352-0669 Kenneth Z. Slater 132,454.8020 21.23% Richard J. Slater The Kendall Trust c/o George Famigillo Jr., CPA 1634 Main Street Sarasota, FL 34236-5811 -------------------------------------------------------------------------------------------

I-6

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- High Yield Municipal Class A Citigroup Global Markets Inc. 2,192,069.6210 5.71% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 7,385,462.2410 19.24% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 1,339,704.3820 19.79% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 2,230,935.4170 9.99% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 8,244,593.7660 36.93% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Charles Schwab & Co. Inc. for the 1,373,888.1120 32.96% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 Kenneth Z. Slater 252,209.3820 6.05% Richard J. Slater The Kendall Trust c/o George Famigillo Jr., CPA 1634 Main Street Sarasota, FL 34236-5811 ------------------------------------------------------------------------------------------- Insured Municipal Class B Citigroup Global Markets Inc. 382,526.2360 10.51% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 453,817.3780 12.47% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-7

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C Citigroup Global Markets Inc. 173,750.2810 5.57% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 490,805.7530 15.74% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 ------------------------------------------------------------------------------------------- Intermediate Duration Class A Charles Schwab & Co. Inc. for the 1,781,438.9120 6.45% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 MLPF&S for the Benefit of its 2,213,178.0720 8.01% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 211,138.0270 5.39% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,305,433.9980 33.34% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C MLPF&S for the Benefit of its 3,368,541.6220 48.07% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 ------------------------------------------------------------------------------------------- Limited Term Class A Citigroup Global Markets Inc. 7,167,662.8070 15.83% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 8,339,509.9390 18.41% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 2,396,797.2840 8.22% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 14,195,593.1070 48.70% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-8

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class R Kenneth Z. Slater 573,816.7590 33.64% Richard J. Slater The Kendall Trust c/o George Famigillo Jr., CPA 1634 Main Street Sarasota, FL 34236-5811 ------------------------------------------------------------------------------------------- Arizona Municipal Class A Citigroup Global Markets Inc. 415,612.3920 6.51% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,022,062.5780 16.00% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 136,629.7800 30.95% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 First Clearing, LLC 23,037.2960 5.22% Lola L. Hutchinson and April B. Johansen 3110 N. 42nd Street Phoenix, AZ 85018-6418 George S. Stingel 30,622.3510 6.94% Bene. Natalie J. Donovan 3850 N. Highway 89, Apt. 325 Prescott, AZ 86301 Class C Citigroup Global Markets Inc. 46,544.8690 6.17% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 264,022.2450 35.01% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Pershing LLC 50,220.2230 6.66% P.O. Box 2052 Jersey City, NJ 07303-2052 Class R UBS Financial Services Inc. 96,686.5210 6.70% FBO Lois Irene Jones, Trustee Lois Irene Jones Trust 8656 N. 84th Street Scottsdale, AZ 85258-2431 -------------------------------------------------------------------------------------------

I-9

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- California Municipal Class A Citigroup Global Markets Inc. 528,151.2430 7.88% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 Class B Citigroup Global Markets Inc. 159,608.7220 11.36% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 162,481.9410 11.56% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Willis S. Slusser and Marion B. 73,440.3380 5.23% Slusser 200 Deer Valley Road, Apt. 1D San Rafael, CA 94903-5513 Class C Citigroup Global Markets Inc. 175,344.3650 9.55% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 444,286.8950 24.19% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 LPL Financial Services 91,886.1460 5.00% 9785 Towne Centre Drive San Diego, CA 92121-1968 Class R Citigroup Global Markets Inc. 951,291.0370 6.11% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 Charles Schwab & Co. Inc. for the 787,110.7350 5.06% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 ------------------------------------------------------------------------------------------- California Insured Class A UBS Financial Services Inc. 714,811.4930 9.60% FBO Mildred D. Galli Trustee of the Mildred D. Galli Revocable Trust 48 Linden Avenue Atherton, CA 94027-2149

I-10

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class B Citigroup Global Markets Inc. 88,172.8350 5.31% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 312,069.8070 18.81% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 103,110.1300 8.56% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 218,542.5100 18.14% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Dean Witter for the Benefit of 72,992.7010 6.06% the Maniatakos Family Trust P.O. Box 250 Church Street Station New York, NY 10008-0250 ------------------------------------------------------------------------------------------- Colorado Municipal Class A Citigroup Global Markets Inc. 296,771.1700 9.69% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 448,225.0100 14.63% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 79,329.1210 15.16% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Dean Witter for the Benefit of 30,090.2670 5.75% Mildred S. Sorrells P.O. Box 250 Church Street Station New York, NY 10008-0250 Pershing LLC 33,062.3920 6.32% P.O. Box 2052 Jersey City, NJ 07303-2052 Pershing, LLC 60,196.8870 11.51% P.O. Box 2052 Jersey City, NJ 07303-2052

I-11

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C Citigroup Global Markets Inc. 30,110.8000 6.29% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 120,418.8600 25.16% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 UBS Financial Services Inc. 29,791.4600 6.22% FBO Hugh Craig Forshner 3246 S. Newcombe Lakewood, CO 80227-6731 Class R Raymond Munyon 38,224.1900 49.86% Lisa Ann Munyon & Renee L. Miller TR Munyon Family Irrevocable Trust 7650 Kline Drive Arvada, CO 80005-3776 UBS Financial Services Inc. 5,390.9320 7.03% FBO Julius C. Sweatman Revocable Trust 5450 W. Geddes Avenue Littleton, CO 80128-4949 AG Edwards & Sons Inc. 13,035.3760 17.00% FBO Harold M. Gott One North Jefferson St. Louis, MO 63103-2205 ------------------------------------------------------------------------------------------- Connecticut Municipal Class A Citigroup Global Markets Inc. 1,390,269.6550 6.74% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 3,112,035.0700 15.09% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 171,241.2020 6.49% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 519,746.2430 19.69% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-12

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C Citigroup Global Markets Inc. 316,740.3820 9.46% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 782,270.8080 23.36% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Richard M. Timberlake 37,728.6870 11.13% 1/2 Bolling Place, Apt. 208 Greenwich, CT 06830-6540 Elizabeth L. McColgin 21,363.9050 6.30% Elizabeth L. McColgin Trust 101 Hat Shop Hill Road Bridgewater, CT 06752-1238 UBS Financial Services Inc. 22,201.8930 6.55% FBO Caren L. Schwartz 320 Flintlock Road Southport, CT 06890-1079 Edward D. Jones and Co. 42,391.0540 12.51% F/A/O Philip Thomas Benard P.O. Box 2500 Maryland Heights, MO 63043-8500 ------------------------------------------------------------------------------------------- Florida Municipal Class A Citigroup Global Markets Inc. 1,209,423.0580 6.48% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 4,779,199.9680 25.61% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 148,103.0670 5.89% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 764,737.2940 30.39% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-13

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C Citigroup Global Markets Inc. 272,367.0890 9.35% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 980,462.3260 33.64% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Frank H. Poe 761,942.7420 12.20% Frank H. Poe Trust 425 S. Dixie Highway Coral Gables, FL 33146-2202 Charles Schwab & Co. Inc. for the 414,833.6950 6.64% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 ------------------------------------------------------------------------------------------- Georgia Municipal Class A Citigroup Global Markets Inc. 528,994.1200 5.19% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 2,296,526.2690 22.51% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 532,068.0330 36.01% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C MLPF&S for the Benefit of its 836,926.3910 34.84% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R NFSC FEBO 34,707.5290 11.40% Faye D. Scott 2065 Compton Way Alpharetta, GA 30022-7125 Christine M. Wade 165,864.5900 54.49% Wade Living Trust 105 Autumn Glen Circle, Apt. 414 Fayetteville, GA 30215-6878 -------------------------------------------------------------------------------------------

I-14

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Kansas Municipal Class A Citigroup Global Markets Inc. 707,878.9330 7.73% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 989,244.8650 10.80% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 52,638.5790 5.45% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C MLPF&S for the Benefit of its 282,150.8810 13.15% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Raymond James and Assoc. Inc. 15,718.4210 11.61% FBO Peterson Lisa T. 880 Carillon Parkway St. Petersburg, FL 33716-1100 Trukan & Co. 76,235.2180 56.33% P.O. Box 3699 Wichita, KS 67201-3699 Dennis C. Burgess & Judy A. 9,261.9560 6.84% Burgess P.O. Box 505 Dighton, KS 67839-0505 Barbara J. Wiechman 6,962.8000 5.14% 5400 SW 27th Terrace Topeka, KS 66614-1706 ------------------------------------------------------------------------------------------- Kentucky Municipal Class A MLPF&S for the Benefit of its 2,480,420.0490 6.56% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 257,289.8690 13.68% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 390,285.4580 9.60% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,021,254.0270 25.11% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-15

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class R Hugh M. Cohen 29,985.9290 21.42% 4003 Adelaide Court Louisville, KY 40241-4106 Edward D. Jones & Co. FAO 8,282.0980 5.92% Joseph E. Knight P.O. Box 2500 Maryland Heights, MO 63043-8500 Fifth Third Bank Ttee 16,689.9950 11.92% Joseph & Doris P.O. Box 3385 Cincinnati, OH 45263-0001 Barbara Feldman Trust 15,821.1140 11.30% Barbara Feldman 3458 Sunbrite Drive Covington, KY 41015-2356 Bank of Benton 50,321.9930 35.95% Attn: Linda Blanchard 1012 Main Street Benton, KY 42025-1412 ------------------------------------------------------------------------------------------- Louisiana Municipal Class A MLPF&S for the Benefit of its 2,686,050.1140 35.48% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 520,558.0330 35.18% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 103,272.0620 8.52% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 477,370.5350 39.38% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-16

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class R Richard Lucas 14,584.3730 54.67% 3846 Independence Drive Alexandria, LA 71303-3533 Jack L. Roberts and Ethelene 3,422.4310 12.83% Roberts 141 Island Road Marksville, LA 71351-4514 Pershing LLC 1,410.9120 5.29% P.O. Box 2052 Jersey City, NJ 07303-2052 Pershing LLC 2,610.9660 9.79% P.O. Box 2052 Jersey City, NJ 07303-2052 LPL Financial Services 4,382.8450 16.43% 9785 Towne Centere Drive San Diego, CA 92121-1968 ------------------------------------------------------------------------------------------- Maryland Municipal Class A Citigroup Global Markets Inc. 226,054.7670 5.48% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 309,876.5850 7.51% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 75,203.6330 5.75% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 335,917.4990 25.68% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 NFSC FEBO 93,143.3960 7.12% Alan F. Rabson Ruth Kirschstein 6 West Drive Bethesda, MD 20814-1510 Class C MLPF&S for the Benefit of its 267,742.7520 18.54% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 -------------------------------------------------------------------------------------------

I-17

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Massachusetts Municipal Class B Citigroup Global Markets Inc. 107,432.0760 16.47% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 195,961.1460 30.05% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C MLPF&S for the Benefit of its 198,391.6760 18.65% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 NFSC FEBO 54,502.4110 5.12% Sybil G. Byrnes 9 Indian Dawn Wayland, MA 01778-3920 ------------------------------------------------------------------------------------------- Massachusetts Insured Class B Citigroup Global Markets Inc. 45,590.8630 7.10% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 Josephine H. Penna 35,189.6830 5.48% Marilyn P. Kane Anita C. Morace JT Wros 80 Howard Street Agawam, MA 01001-1132 Class C MLPF&S for the Benefit of its 83,837.2770 7.77% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 ------------------------------------------------------------------------------------------- Michigan Municipal Class A Citigroup Global Markets Inc. 1,686,667.1830 11.05% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 4,948,824.5780 32.41% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-18

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class B Citigroup Global Markets Inc. 95,578.9970 12.75% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 280,784.9860 37.46% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 274,470.3110 8.49% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,491,447.9910 46.12% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 ------------------------------------------------------------------------------------------- Missouri Municipal Class A Citigroup Global Markets Inc. 1,036,765.1710 5.01% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 Makua LP 1,080,541.1900 5.22% c/o Bradford K. Werner Pentahui LLC 101 S. Hanley Road, Suite 1260 St. Louis, MO 63105-3406 MLPF&S for the Benefit of its 2,370,450.3460 11.45% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 116,284.2230 14.16% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C MLPF&S for the Benefit of its 808,236.6980 45.69% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-19

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class R Frank J. Mack III, Ttee 4,380.2310 9.10% Laverne M. Mack Trust 851 W. Lois Street Springfield, MO 65807-2512 Terry M. Moser, Ttee 7,782.1440 16.16% Terry M. Moser Revocable Trust 5414 Village Courtway Lane St. Louis, MO 63128-3847 LPL Financial Services 4,835.9820 10.04% 9785 Towne Centre Drive San Diego, CA 92121-1968 Susan Williams, Ttee 16,819.6530 34.94% Neil M. Bischoff and Martha L. Bischoff Residual Trust 2830 Hilly Haven Court St. Louis, MO 63129-5708 Pershing LLC 9,179.2020 19.07% P.O. Box 2052 Jersey City, NJ 07303-2052 ------------------------------------------------------------------------------------------- New Jersey Municipal Class A Citigroup Global Markets Inc. 623,760.2730 8.96% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 467,095.5940 6.71% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 182,547.8930 8.04% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 452,369.1020 19.92% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 147,494.5510 5.78% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 619,864.9320 24.31% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-20

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class R Charles Schwab & Co. Inc. for the 268,302.3540 6.69% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 ------------------------------------------------------------------------------------------- New Mexico Municipal Class A Citigroup Global Markets Inc. 708,077.4120 17.58% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 870,248.1260 21.60% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 62,459.0400 13.16% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 NFSC FEBO 26,655.4050 5.62% Dorothy Tiramani 6100 Cortaderia Street NE, Apt. 4013 Albuquerque, NM 87111-8012 Class C Joe O. Greenleaf POA 83,082.3000 13.90% Richard E. Greenleaf Gen. Partner Richard E. Greenleaf LP No. 1 7325 Welton Drive. NE Albuquerque, NM 87109-3990 MLPF&S for the Benefit of its 96,302.2650 16.11% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Raymond James & Assoc. Inc. 34,873.3380 5.83% FBO Salazar Trust 880 Carillon Parkway St. Petersburg, FL 33716-1100 Raymond James & Assoc. Inc. 59,196.4950 9.90% FBO Gebhart Trust 880 Carillon Parkway St. Petersburg, FL 33716-1100 Raymond James & Assoc. Inc. 42,702.3950 7.14% FBO Hillerman R 880 Carillon Parkway St. Petersburg, FL 33716-1100

I-21

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class R Herschell W. Rogers 5,175.8150 6.14% Rosemary E. Rogers HW & RE Rogers Rev. Trust 4509 Acapulco Drive Albuquerque, NM 87111-2813 Mary Swickard 37,368.2340 44.33% 84 Barcelona Avenue Los Alamos, NM 87544-3428 William V. Mason and Jean C. 8,417.0310 9.98% Mason 200 Oak Street NE Albuquerque, NM 87106-4740 Iris Sokohl 5,286.2370 6.27% 10904 Pagosa Drive NW Albuquerque, NM 87114-5661 Winifred F. Rice 5,091.0000 6.04% 2801 San Pablo Street NE Albuquerque, NM 87110-2714 ------------------------------------------------------------------------------------------- New York Municipal Class A Citigroup Global Markets Inc. 1,066,493.7910 8.83% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,186,928.2000 9.83% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 445,075.9980 14.21% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 481,150.1310 15.36% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 313,744.6750 9.16% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,022,575.1050 29.84% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-22

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class R Citigroup Global Markets Inc. 1,264,440.6920 9.85% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 ------------------------------------------------------------------------------------------- New York Insured Class A Citigroup Global Markets Inc. 707,826.4080 8.59% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 Class B Citigroup Global Markets Inc. 467,528.7750 22.55% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 405,081.6450 19.54% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 NFSC FEBO 168,635.6740 8.14% William M. Donofrio 25 Homer Street Staten Island, NY 10301-3101 Class C Citigroup Global Markets Inc. 136,700.6760 8.78% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 618,267.9270 39.70% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Citigroup Global Markets Inc. 3,438,320.8140 15.71% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 ------------------------------------------------------------------------------------------- North Carolina Municipal Class A Citigroup Global Markets Inc. 934,813.0090 5.77% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 1,512,464.7950 9.33% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-23

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class B MLPF&S for the Benefit of its 239,408.4950 12.18% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C Citigroup Global Markets Inc. 295,756.3010 11.43% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 787,323.4070 30.43% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R SEI Trust Company 15,233.9560 5.13% c/o Hawaiian Bank Attn: Mutual Funds 1 Freedom Valley Drive Oaks, PA 19456 John Clayton Smith 17,970.8040 6.05% 14 Springmoor Drive Raleigh, NC 27615-4324 Ruth A. Smith 35,482.8650 11.94% 14 Springmoor Drive Raleigh, NC 27615-4324 ------------------------------------------------------------------------------------------- Ohio Municipal Class A Citigroup Global Markets Inc. 1,683,175.6110 5.48% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 7,415,586.7040 24.16% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 801,060.2890 36.37% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C MLPF&S for the Benefit of its 1,662,935.6660 42.30% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 ------------------------------------------------------------------------------------------- Pennsylvania Municipal Class A MLPF&S for the Benefit of its 980,173.4370 14.83% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B MLPF&S for the Benefit of its 305,197.4890 26.88% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484

I-24

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C MLPF&S for the Benefit of its 1,110,480.8340 44.32% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Charles Schwab & Co. Inc. for the 296,713.3720 5.67% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 ------------------------------------------------------------------------------------------- Tennessee Municipal Class A Citigroup Global Markets Inc. 1,232,596.7600 5.14% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 3,636,374.5280 15.71% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 112,468.4050 6.22% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 155,785.9920 8.61% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C MLPF&S for the Benefit of its 1,494,798.7070 38.98% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 NFSC FEBO 278,745.6450 7.27% Louise K. Ellis 1550 Kenesaw Drive Knoxville, TN 37919-7861 Class R Darius A. Hensley 15,111.0920 7.29% P.O. Box 305 Piney Flats, TN 37686-0305 S. Terry Canale 50,986.9990 24.60% 1594 Peabody Avenue Memphis, TN 38104-3833 UBS Financial Services, Inc. 28,951.1900 13.97% FBO Anderl Molterer 5001 Clonmel Road Nashville, TN 37220-1501 Bancorp South Bank 42,574.6070 20.54% C O Trust P.O. Box 1605 Jackson, MS 39215-1605 -------------------------------------------------------------------------------------------

I-25

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Virginia Municipal Class A MLPF&S for the Benefit of its 1,865,003.8030 12.53% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class B Citigroup Global Markets Inc. 101,166.6960 5.45% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 391,216.9080 21.09% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class C MLPF&S for the Benefit of its 750,454.2060 34.63% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Charles Schwab & Co. Inc. for the 972,898.4720 20.04% Benefit of Their Customers 4500 Cherry Creek Dr. S Denver, CO 80018 ------------------------------------------------------------------------------------------- Wisconsin Municipal Class A Citigroup Global Markets Inc. 358,813.0520 10.45% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 Class B MLPF&S for the Benefit of its 30,874.1430 7.11% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Lorraine M. Miller, Trustee 24,933.7270 5.74% Lorraine M. Miller Revocable Living Trust 644 S. Main Street Seymour, WI 54165-1547 UBS Financial Services Inc. 58,094.5020 13.37% FBO Mr. William J. Hurkman and Mrs. Marian T. Hurkman 2304 S. Arch Street Janesville, WI 53546-6126 First Clearing, LLC 26,614.4240 6.13% Jeffery Blakemore 13040 W. Lisbon Avenue, Suite 700 Brookfield, WI 53005-2515 Donald A. Peterson and Mabel E. 34,330.8360 7.90% Peterson W. 897 County Road EE De Pere, WI 54115

I-26

------------------------------------------------------------------------------------------- NAME AND ADDRESS OF NUMBER OF PERCENT FUND TITLE OF CLASS BENEFICIAL OWNER SHARES OWNED OF CLASS ------------------------------------------------------------------------------------------- Class C Citigroup Global Markets Inc. 28,783.8620 6.34% House Account Attn: Peter Booth 7th Floor 333 West 34th Street New York, NY 10001-2402 MLPF&S for the Benefit of its 40,644.4470 8.95% Customers 4800 Deer Lake Dr. E FL 3 Jacksonville, FL 32246-6484 Class R Edward D. Jones and Co. 5,927.4950 99.96% FAO Elizabeth H. Sohn, Ttee P.O. Box 2500 Maryland Heights, MO 63043-8500 -------------------------------------------------------------------------------------------

I-27 APPENDIX J NUMBER OF BOARD AND COMMITTEE MEETINGS HELD DURING EACH TRUST'S LAST FISCAL YEAR

-------------------------------------------------------------------------------------------------------------------- COMPLIANCE RISK NOMINATING AND REGULAR SPECIAL EXECUTIVE DIVIDEND MANAGEMENT AND AUDIT GOVERNANCE BOARD BOARD COMMITTEE COMMITTEE REGULATORY OVERSIGHT COMMITTEE COMMITTEE TRUST MEETING MEETING MEETING MEETING COMMITTEE MEETING MEETING MEETING -------------------------------------------------------------------------------------------------------------------- Multistate Trust I (except Florida Municipal).......... 4 6 0 4 3 5 4 Florida Municipal... 4 6 0 3 4 5 4 Multistate Trust II.................. 4 8 0 4 4 4 5 Multistate Trust III................. 4 6 0 4 3 5 4 Multistate Trust IV.................. 4 6 0 4 3 5 4 Municipal Trust...... 4 6 0 4 3 4 5 Investment Trust (except Balanced Municipal and Stock).............. 4 8 0 0 3 4 4 Balanced Municipal and Stock......... 4 8 0 3 3 4 4 Investment Trust II.................. 3 9 0 0 4 4 3 --------------------------------------------------------------------------------------------------------------------

J-1 APPENDIX K NUVEEN MANAGEMENT INVESTMENT COMPANIES AUDIT COMMITTEES CHARTER Revised January 18, 2005 I. ORGANIZATION AND MEMBERSHIP There shall be a committee of each Board of Directors/Trustees (the "Board") of the Nuveen Management Investment Companies (the "Funds" or, individually, a "Fund") to be known as the Audit Committee. The Audit Committee shall be comprised of at least three Directors/ Trustees. Audit Committee members shall be independent of the Funds and free of any relationship that, in the opinion of the Directors/Trustees, would interfere with their exercise of independent judgment as an Audit Committee member. In particular, each member must meet the independence and experience requirements applicable to the Funds of the New York Stock Exchange, the American Stock Exchange, Section 10A of the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission"). Each such member of the Audit Committee shall have a basic understanding of finance and accounting, be able to read and understand fundamental financial statements, and be financially literate, and at least one such member shall have accounting or related financial management expertise, in each case as determined by the Directors/Trustees, exercising their business judgment (this person may also serve as the Audit Committee's "financial expert" as defined by the Commission). The Board shall appoint the members and the Chairman of the Audit Committee, on the recommendation of the Nominating and Governance Committee. The Audit Committee shall meet periodically but in any event no less frequently than on a semi-annual basis. Except for the Funds, Audit Committee members shall not serve simultaneously on the audit committees of more than two other public companies. II. STATEMENT OF POLICY, PURPOSE AND PROCESSES The Audit Committee shall assist the Board in oversight and monitoring of (1) the accounting and reporting policies, processes and practices, and the audits of the financial statements, of the Funds; (2) the quality and integrity of the financial statements of the Funds; (3) the Funds' compliance with legal and regulatory requirements, (4) the independent auditors' qualifications, performance and independence; and (5) oversight of the Pricing Procedures of the Funds and the Valuation Group. In exercising this oversight, the Audit Committee can request other committees of the Board to assume responsibility for some of the monitoring as long as the other committees are composed exclusively of independent directors. In doing so, the Audit Committee shall seek to maintain free and open means of communication among the Directors/Trustees, the independent auditors, the internal auditors and the management of the Funds. The Audit Committee shall meet periodically with Fund management, the Funds' internal auditor, and the Funds' independent auditors, in separate executive sessions. The Audit Committee shall prepare reports of the Audit Committee as required by the Commission to be included in the Fund's annual proxy statements or otherwise. K-1 The Audit Committee shall have the authority and resources in its discretion to retain special legal, accounting or other consultants to advise the Audit Committee and to otherwise discharge its responsibilities, including appropriate funding as determined by the Audit Committee for compensation to independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for a Fund, compensation to advisers employed by the Audit Committee, and ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties, as determined in its discretion. The Audit Committee may request any officer or employee of Nuveen Investments, Inc. (or its affiliates) (collectively, "Nuveen") or the Funds' independent auditors or outside counsel to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Funds' independent auditors and internal auditors shall have unrestricted accessibility at any time to Committee members. RESPONSIBILITIES Fund management has the primary responsibility to establish and maintain systems for accounting, reporting, disclosure and internal control. The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. Each independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Funds shall report directly to the Audit Committee. The independent auditors are ultimately accountable to the Board and the Audit Committee. It is the ultimate responsibility of the Audit Committee to select, appoint, retain, evaluate, oversee and replace any independent auditors and to determine their compensation, subject to ratification of the Board, if required. These Audit Committee responsibilities may not be delegated to any other Committee or the Board. The Audit Committee is responsible for the following: With respect to Fund financial statements: 1. Reviewing and discussing the annual audited financial statements and semi-annual financial statements with Fund management and the independent auditors including major issues regarding accounting and auditing principles and practices, and the Funds' disclosures in its periodic reports under "Management's Discussion and Analysis." 2. Requiring the independent auditors to deliver to the Chairman of the Audit Committee a timely report on any issues relating to the significant accounting policies, management judgments and accounting estimates or other matters that would need to be communicated under Statement on Auditing Standards (SAS) No. 90, Audit Committee Communications (which amended SAS No. 61, Communication with Audit Committees), that arise during the auditors' review of the Funds' financial statements, which information the Chairman shall further communicate to the other members of the Audit Committee, as deemed necessary or appropriate in the Chairman's judgment. K-2 3. Discussing with management the Funds' press releases regarding financial results and dividends, as well as financial information and earnings guidance provided to analysts and rating agencies. This discussion may be done generally, consisting of discussing the types of information to be disclosed and the types of presentations to be made. The Chairman of the Audit Committee shall be authorized to have these discussions with management on behalf of the Audit Committee. 4. Discussing with management and the independent auditors (a) significant financial reporting issues and judgments made in connection with the preparation and presentation of the Funds' financial statements, including any significant changes in the Funds' selection or application of accounting principles and any major issues as to the adequacy of the Funds' internal controls and any special audit steps adopted in light of material control deficiencies; and (b) analyses prepared by Fund management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. 5. Discussing with management and the independent auditors the effect of regulatory and accounting initiatives on the Funds' financial statements. 6. Reviewing and discussing reports, both written and oral, from the independent auditors and/or Fund management regarding (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative treatments and disclosures, and the treatment preferred by the independent auditors; and (c) other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences. 7. Discussing with Fund management the Funds' major financial risk exposures and the steps management has taken to monitor and control these exposures, including the Funds' risk assessment and risk management policies and guidelines. In fulfilling its obligations under this paragraph, the Audit Committee may review in a general manner the processes other Board committees have in place with respect to risk assessment and risk management. 8. Reviewing disclosures made to the Audit Committee by the Funds' principal executive officer and principal financial officer during their certification process for the Funds' periodic reports about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Funds' internal controls. In fulfilling its obligations under this paragraph, the Audit Committee may review in a general manner the processes other Board committees have in place with respect to deficiencies in internal controls, material weaknesses, or any fraud associated with internal controls. K-3 With respect to the independent auditors: 1. Selecting, appointing, retaining or replacing the independent auditors, subject, if applicable, only to Board and shareholder ratification; and compensating, evaluating and overseeing the work of the independent auditor (including the resolution of disagreements between Fund management and the independent auditor regarding financial reporting). 2. Meeting with the independent auditors and Fund management to review the scope, fees, audit plans and staffing for the audit, for the current year. At the conclusion of the audit, reviewing such audit results, including the independent auditors' evaluation of the Funds' financial and internal controls, any comments or recommendations of the independent auditors, any audit problems or difficulties and management's response, including any restrictions on the scope of the independent auditor's activities or on access to requested information, any significant disagreements with management, any accounting adjustments noted or proposed by the auditor but not made by the Fund, any communications between the audit team and the audit firm's national office regarding auditing or accounting issues presented by the engagement, any significant changes required from the originally planned audit programs and any adjustments to the financial statements recommended by the auditors. 3. Pre-approving all audit services and permitted non-audit services, and the terms thereof, to be performed for the Funds by their independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10A of the Exchange Act that the Audit Committee approves prior to the completion of the audit, in accordance with any policies or procedures relating thereto as adopted by the Board or the Audit Committee. The Chairman of the Audit Committee shall be authorized to give pre-approvals of such non-audit services on behalf of the Audit Committee. 4. Obtaining and reviewing a report or reports from the independent auditors at least annually (including a formal written statement delineating all relationships between the auditors and the Funds consistent with Independent Standards Board Standard 1, as may be amended, restated, modified or replaced) regarding (a) the independent auditor's internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years, respecting one or more independent audits carried out by the firm; (c) any steps taken to deal with any such issues; and (d) all relationships between the independent auditor and the Funds and their affiliates, in order to assist the Audit committee in assessing the auditor's independence. After reviewing the foregoing report[s] and the independent auditor's work throughout the year, the Audit Committee shall be responsible for evaluating the qualifications, performance and independence of the independent auditor and their compliance with all applicable requirements for independence and peer review, and a review and evaluation of the lead partner, taking into account the opinions of Fund management and the internal auditors, and discussing such reports with the K-4 independent auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board. 5. Reviewing any reports from the independent auditors mandated by Section 10A(b) of the Exchange Act regarding any illegal act detected by the independent auditor (whether or not perceived to have a material effect on the Funds' financial statements) and obtaining from the independent auditors any information about illegal acts in accordance with Section 10A(b). 6. Ensuring the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law, and further considering the rotation of the independent auditor firm itself. 7. Establishing and recommending to the Board for ratification policies for the Funds', Fund management or the Fund adviser's hiring of employees or former employees of the independent auditor who participated in the audits of the Funds. 8. Taking, or recommending that the Board take, appropriate action to oversee the independence of the outside auditor. With respect to any internal auditor: 1. Reviewing the proposed programs of the internal auditor for the coming year. It is not the obligation or responsibility of the Audit Committee to confirm the independence of any Nuveen internal auditors performing services relating to the Funds or to approve any termination or replacement of the Nuveen Manager of Internal Audit. 2. Receiving a summary of findings from any completed internal audits pertaining to the Funds and a progress report on the proposed internal audit plan for the Funds, with explanations for significant deviations from the original plan. With respect to pricing and valuation oversight: 1. The Board has responsibilities regarding the pricing of a Fund's securities under the 1940 Act. The Board has delegated this responsibility to the Committee to address valuation issues that arise between Board meetings, subject to the Board's general supervision of such actions. The Committee is primarily responsible for the oversight of the Pricing Procedures and actions taken by the internal Valuation Group ("Valuation Matters"). The Valuation Group will report on Valuation Matters to the Committee and/or the Board of Directors/Trustees, as appropriate. 2. Performing all duties assigned to it under the Funds' Pricing Procedures, as such may be amended from time to time. 3. Periodically reviewing and making recommendations regarding modifications to the Pricing Procedures as well as consider recommendations by the Valuation Group regarding the Pricing Procedures. K-5 4. Reviewing any issues relating to the valuation of a Fund's securities brought to the Committee's attention, including suspensions in pricing, pricing irregularities, price overrides, self-pricing, NAV errors and corrections thereto, and other pricing matters. In this regard, the Committee should consider the risks to the Funds in assessing the possible resolutions of these Valuation Matters. 5. Evaluating, as its deems necessary or appropriate, the performance of any pricing agent and recommend changes thereto to the full Board. 6. Reviewing any reports or comments from examinations by regulatory authorities relating to Valuation Matters of the Funds and consider management's responses to any such comments and, to the extent the Committee deems necessary or appropriate, propose to management and/or the full Board the modification of the Fund's policies and procedures relating to such matters. The Committee, if deemed necessary or desirable, may also meet with regulators. 7. Meeting with members of management of the Funds, outside counsel, or others in fulfilling its duties hereunder, including assessing the continued appropriateness and adequacy of the Pricing Procedures, eliciting any recommendations for improvements of such procedures or other Valuation Matters, and assessing the possible resolutions of issues regarding Valuation Matters brought to its attention. 8. Performing any special review, investigations or oversight responsibilities relating to Valuation as requested by the Board of Directors/Trustees. 9. Investigating or initiating an investigation of reports of improprieties or suspected improprieties in connection with the Fund's policies and procedures relating to Valuation Matters not otherwise assigned to another Board committee. Other responsibilities: 1. Reviewing with counsel to the Funds, counsel to Nuveen, the Fund adviser's counsel and independent counsel to the Board legal matters that may have a material impact on the Fund's financial statements or compliance policies. 2. Receiving and reviewing periodic or special reports issued on exposure/ controls, irregularities and control failures related to the Funds. 3. Reviewing with the independent auditors, with any internal auditor and with Fund management, the adequacy and effectiveness of the accounting and financial controls of the Funds, and eliciting any recommendations for the improvement of internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose payments, transactions or procedures that might be deemed illegal or otherwise improper. 4. Reviewing the reports of examinations by regulatory authorities as they relate to financial statement matters. K-6 5. Discussing with management and the independent auditor any correspondence with regulators or governmental agencies that raises material issues regarding the Funds' financial statements or accounting policies. 6. Obtaining reports from management with respect to the Funds' policies and procedures regarding compliance with applicable laws and regulations. 7. Reporting regularly to the Board on the results of the activities of the Audit Committee, including any issues that arise with respect to the quality or integrity of the Funds' financial statements, the Funds' compliance with legal or regulatory requirements, the performance and independence of the Funds' independent auditors, or the performance of the internal audit function. 8. Performing any special reviews, investigations or oversight responsibilities requested by the Board. 9. Reviewing and reassessing annually the adequacy of this charter and recommending to the Board approval of any proposed changes deemed necessary or advisable by the Audit Committee. 10. Undertaking an annual review of the performance of the Audit Committee. 11. Establishing procedures for the receipt, retention and treatment of complaints received by the Funds regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by employees of Fund management, the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the Funds, as well as employees of the Funds. Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Funds' financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to ensure compliance with laws and regulations. K-7 APPENDIX L AMENDED AND RESTATED NOMINATING AND GOVERNANCE COMMITTEE CHARTER I. NOMINATING AND GOVERNANCE COMMITTEE: MEMBERSHIP AND PURPOSE The Nominating and Governance Committee shall be composed entirely of independent directors of the Board with one independent director elected as chair of the committee. The term "independent director" as used in this Charter means any director or trustee who is not an "interested person" of the Funds as such term is defined in the Investment Company Act of 1940, as amended, and any rules or regulations adopted thereunder (the "1940 Act"). The purpose of the Committee is to seek, identify and recommend to the Board qualified candidates for election or appointment to the Funds' Board of Directors, and matters related thereto. In addition, the Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of Committee members, the establishment of corporate governance guidelines and procedures, to the extent necessary or desirable, and matters related thereto. II. BOARD: SELECTION AND TENURE A. The Committee shall periodically review the composition of the Board of Directors, including its size and mix of skills, experience, and background. B. The Committee shall, as part of the recruitment process, and with the assistance of its counsel, define and clarify the duties and responsibilities of Board members. In performing this function, the Committee shall consider, among other things, legal and fiduciary duties; expectations regarding preparation, attendance, and participation at meetings; fund ownership; and limitations on investments. C. The Committee shall make nominations for director membership on the Board of Directors, with input from various sources as the committee deems necessary. The Committee shall evaluate the members of the current Board of Directors and identify, recruit and evaluate candidates for Board membership, including evaluation of their independence from the Funds' investment adviser and other principal service providers, including any affiliates of such persons, if applicable. The Committee shall consider the effect of any relationships beyond those delineated in the 1940 Act and any other applicable federal securities laws and regulations and rules and regulations of self-regulatory organizations that might impair their independence, e.g., business, financial or family relationships with the Funds' investment adviser and service providers, including any affiliates of such persons. D. The Committee shall review on an annual basis questionnaires completed by all directors regarding their independence. L-1 E. The Committee shall periodically review and make recommendations with regard to the tenure of the directors, including term limits and/or age limits. F. The Committee shall look to many sources for recommendations of qualified directors. These sources shall include current directors, members of the management company, current security holders of the Funds, third party sources and any other persons or entities as may be deemed necessary or desirable by the Committee. The Committee may, but shall not be required to, develop and establish additional material elements of the foregoing policy in furtherance of the objectives and elements currently stated therein. G. The Committee may, but shall not be required to, establish necessary or desirable minimum qualifications to be possessed by all nominees and may also establish specific qualities or skills to be possessed by one or more directors. III. COMMITTEES: SELECTION AND REVIEW A. Subject to the approval of the full Board, the Committee shall review committee assignments at least annually and make nominations for director membership on all committees. The committee shall also recommend to the full Board the chair of each committee. B. The Committee shall periodically review and make recommendations to the full Board regarding the responsibilities and charters of any committee (other than the Audit Committee) of the Board, the continuing need for each committee, the need for additional committees, and the need or desire to combine or reorganize committees. IV. BOARD: EDUCATION AND OPERATIONS A. The Committee shall periodically review and make recommendations concerning continuing education for incumbent directors and appropriate orientation materials and procedures for new directors. B. The Committee shall periodically review and make recommendations concerning the organization of Board of Directors meetings, including the frequency, timing, content, and agendas of the meetings. C. The Committee shall evaluate the performance of the Board at least annually, with a view towards enhancing its effectiveness. D. The Committee shall establish a process by which security holders will be able to communicate in writing with members of the Board of Directors via regular mail. The Manager of Fund Board Relations, or such other person designated by the Committee, shall assist the Committee in developing and implementing this process. The process will also provide that the Manager of Fund Board Relations, or such other person designated by the Committee, will be appointed to administer the operations of the communications process established hereunder. Written communications to directors should be L-2 addressed to the Funds at the address of the principal offices of the Funds, which currently is 333 West Wacker Drive, Chicago, Illinois 60606. If the communication is intended for a specific director and so indicated it will be sent only to that director. If a communication does not indicate a specific director it will be sent to the Chair of the Committee and the outside counsel to the independent directors for further distribution as deemed appropriate by such persons. The Committee is hereby authorized to oversee the administration, implementation and maintenance of this communications process and further develop and refine this process as deemed necessary or desirable by the Committee. E. The Committee shall establish a policy relating to attendance by directors at annual meetings of the Funds. V. OTHER POWERS AND RESPONSIBILITIES A. The Committee shall monitor the performance of legal counsel, and any other service providers (other than the independent auditors, which are monitored by the Audit Committee) that are chosen by the directors, and shall supervise counsel for the independent directors. B. The Committee shall periodically review and make recommendations regarding director compensation to the full Board of Directors. C. The Committee shall have the resources and authority to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund(s). D. The Committee shall be authorized to adopt Key Practices to further develop, clarify and implement its duties and responsibilities as set forth in this Charter, which Key Practices may be amended and/or restated from time to time upon the approval of a majority of the members of the Committee. L-3 [NUVEEN INVESTMENTS LOGO] Nuveen Investments 333 West Wacker Drive Chicago, IL 60606-1286 (800) 257-8787 www.nuveen.com NUVMF 705 [NUVEEN INVESTMENTS LOGO] Nuveen Investments 333 West Wacker Drive Chicago, IL 60606 www.nuveen.com 3 EASY WAYS TO VOTE YOUR PROXY 1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and follow the recorded instructions. 2. On the Internet at www.proxyweb.com, and follow the simple instructions. 3. Sign, Date and Return this proxy card using the enclosed postage-paid envelope. **** CONTROL NUMBER: 999 999 999 999 98 **** [FUND NAME PRINTS HERE] THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR A SPECIAL MEETING OF SHAREHOLDERS, JULY 26, 2005 A Special Meeting of shareholders will be held in the Assembly Room of The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, on Tuesday, July 26, 2005, at 10:30 a.m., Chicago time. At this meeting, you will be asked to vote on the proposals described in the proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of shareholders to be held on July 26, 2005, or any adjournment or adjournments thereof. WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR OVER THE INTERNET (www.proxyweb.com). Date: --------------------------------- SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT. (Please sign in Box) -------------------------------------- -------------------------------------- NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER MUST SIGN THE PROXY, IF YOU ARE SIGNING ON BEHALF OF AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR TITLE OR CAPACITY. PLEASE FILL IN BOX(es) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] PLEASE DO NOT USE FINE POINT PENS. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting. PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE PROPOSALS SET FORTH IN THIS PROXY AND "FOR" THE ELECTION OF NOMINEES TO THE BOARD.

1. Approval of the new investment management agreement. FOR AGAINST ABSTAIN [ ] [ ] [ ] 3. Election of Board Members: FOR WITHHOLD NOMINEES AUTHORITY listed at left to vote for all (except as marked nominees listed to the contrary) at left [ ] [ ]

(01) Robert P. Bremner (06) William J. Schneider (02) Lawrence H. Brown (07) Timothy R. Schwertfeger (03) Jack B. Evans (08) Judith M. Stockdale (04) William C. Hunter (09) Eugene S. Sunshine (05) David J. Kundert (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(s), WRITE THE NUMBER(s) OF THE NOMINEE(s) ON THE LINE PROVIDED BELOW.) ---------------------------------------------------------------- PLEASE SIGN ON REVERSE SIDE