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 INVESTMENT TRUST
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                (Name of Registrant as Specified In Its Charter)

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    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1) Title of each class of securities to which transaction applies:

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     2) Aggregate number of securities to which transaction applies:

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     3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

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     4) Proposed maximum aggregate value of transaction:

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     5) Total fee paid:

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[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

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     2) Form, Schedule or Registration Statement No.:

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     3) Filing Party:

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     4) Date Filed:

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IMPORTANT NOTICE
TO FUND SHAREHOLDERS


JULY 14, 2006


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.     You are receiving this Proxy Statement because you are being asked to
       approve a new investment sub-advisory agreement for your Fund between
       Nuveen Asset Management ("NAM" or the "Adviser") and Institutional
       Capital LLC.

       The enclosed Proxy Statement provides additional information on the
       proposed new investment sub-advisory agreement, as well as certain other
       matters. Please refer to the Proxy Statement for a detailed explanation
       of the proposal on which you are being asked to vote.

Q.     WHY IS A VOTE ON THE PROPOSED NEW SUB-ADVISORY AGREEMENT REQUIRED?


A.     In May 2006, Institutional Capital Corporation, the current investment
       sub-adviser to the Funds, announced that it had entered into a merger
       agreement with New York Life Investment Holdings LLC ("NYLIM Holdings"),
       pursuant to which Institutional Capital Corporation would become a
       wholly-owned subsidiary of NYLIM Holdings (the "Transaction"). NYLIM
       Holdings is a subsidiary of New York Life Insurance Company. The
       Transaction was consummated on or about June 30, 2006, and after that
       date, Institutional Capital Corporation became Institutional Capital LLC.
       The portfolio managers and key personnel of Institutional Capital LLC
       after the Transaction will be the same individuals who served in those
       capacities for Institutional Capital Corporation before the Transaction.
       Institutional Capital Corporation and Institutional Capital LLC are
       referred to herein collectively as "ICAP."


       The sub-advisory agreement between NAM and ICAP in effect prior to the
       date of the Transaction ("original sub-advisory agreement") provided for
       the automatic termination of the agreement upon its "assignment," as that
       term is defined in the Investment Company Act of 1940, as amended ("1940
       Act"). Under the 1940 Act, a change in control of an investment company's
       sub-adviser is deemed to cause an "assignment" of a sub-advisory
       agreement. The Transaction caused a change in control of ICAP and,
       accordingly, was deemed to have caused an "assignment" of the original
       sub-advisory agreement. As a result, the original sub-advisory agreement
       was automatically terminated as of the date of the Transaction. ICAP
       currently serves as sub-adviser to your Fund pursuant to an interim sub-
       advisory agreement approved by the Board of Trustees at a meeting held in
       May 2006. The interim sub-advisory agreement lasts until the new sub-
       advisory agreement is approved by shareholders, but in no case for a
       period longer than 150 days. Therefore, shareholder approval of the new
       investment sub-advisory agreement is required in order to permit ICAP to
       serve as investment sub-adviser to your Fund on more than an interim
       basis.



Q.     WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE THE NEW SUB-ADVISORY
       AGREEMENT?

A.     If the new investment 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 TRANSACTION AFFECT ME AS A FUND SHAREHOLDER?

A.     Your investment in your Fund will not change as a result of the
       Transaction. You will still own the same shares in the Fund, and the
       value of your investment will not change as a result of the Transaction.
       The new sub-advisory agreement, if approved by shareholders, will still
       be with ICAP and the terms of the new sub-advisory agreement are
       substantially similar to the terms of the original sub-advisory
       agreement. In addition, the portfolio managers of your Fund will not
       change as a result of the new sub-advisory agreement.

Q.     WILL THE SUB-ADVISORY FEE RATES BE THE SAME UPON THE APPROVAL OF THE NEW
       SUB-ADVISORY AGREEMENT?

A.     Yes, the sub-advisory fee rates will remain the same.

Q.     HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE IN CONNECTION WITH THE NEW
       SUB-ADVISORY AGREEMENT?

A.     After careful consideration, the Board of your Fund unanimously
       recommends that you vote "FOR" the approval of the new sub-advisory
       agreement.

Q.     WILL MY VOTE MAKE A DIFFERENCE?

A.     Your vote is needed to ensure that the proposal 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 proposal
       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 proposal and to encourage
       you to vote.



                                        

NOTICE OF SPECIAL MEETING                  333 West Wacker
OF SHAREHOLDERS                            Drive
AUGUST 25, 2006                            Chicago, Illinois
                                           60606
                                           (800) 257-8787






JULY 14, 2006


NUVEEN INVESTMENT TRUST
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen Large-Cap Value Fund

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
Nuveen Investment Trust, a Massachusetts business trust (the "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") and
Nuveen Large-Cap Value Fund ("Large-Cap Value") (individually, a "Fund" and
collectively, the "Funds"), will be held in the 31st floor conference room of
Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606, on Friday,
August 25, 2006, at 9:30 a.m., Chicago time, for the following purpose 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 sub-advisory agreement between Nuveen Asset
   Management, each Fund's investment adviser, and Institutional Capital LLC,
   each Fund's investment sub-adviser.

2. To transact such other business as may properly come before the Meeting.

Shareholders of record at the close of business on June 21, 2006 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



                                              

PROXY STATEMENT                                  333 West Wacker Drive
                                                 Chicago, Illinois  60606
                                                 (800) 257-8787






JULY 14, 2006


NUVEEN INVESTMENT TRUST
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen Large-Cap Value Fund

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Board," and each Trustee, a "Board Member" and
collectively, the "Board Members") of Nuveen Investment Trust, a Massachusetts
business trust (the "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") and Nuveen Large-Cap Value Fund ("Large-Cap
Value") (individually, a "Fund" and collectively, the "Funds"), of proxies to be
voted at a Special Meeting of Shareholders to be held in the 31st floor
conference room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois
60606, on Friday, August 25, 2006, at 9:30 a.m., Chicago time (the "Meeting")
and at any and all adjournments thereof.


This Proxy Statement is first being mailed to shareholders on or about July 14,
2006.


Proxies are being solicited with respect to the approval of a new investment
sub-advisory agreement between Nuveen Asset Management ("NAM" or the "Adviser"),
each Fund's investment adviser, and Institutional Capital LLC, each Fund's
investment sub-adviser.

On the matter coming before the 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 the
approval of the new sub-advisory agreement. Shareholders who execute proxies may
revoke them at any time before they are voted by filing with the 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.

A quorum of shareholders is required to take action at the Meeting. A majority
of the shares entitled to vote at the Meeting, represented in person or by
proxy, will constitute a quorum of shareholders at the Meeting. Votes cast in
person or by proxy at the Meeting will be tabulated by the inspectors of
election appointed for the 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 each Fund, the vote of a majority of the outstanding voting securities of
the Fund will be required for the approval of the new sub-advisory agreement.
The "vote of a majority of the outstanding voting securities" is defined in the
Investment Company Act of 1940, as amended,


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(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.

For purposes of determining the approval of the new sub-advisory agreement,
abstentions and broker non-votes will have the effect of a vote against the new
sub-advisory agreement. The details of the proposal to be voted on are set forth
below.

Those persons who were shareholders of record at the close of business on June
21, 2006 will be entitled to one vote for each share held or a proportionate
fractional vote for each fractional share held. As of June 21, 2006, the shares
of the Funds were issued and outstanding as follows:




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                                              CLASS OF SHARES
                       -------------------------------------------------------------
FUND                       CLASS A          CLASS B         CLASS C        CLASS R
- ------------------------------------------------------------------------------------

                                                            

Balanced Stock and
  Bond                  1,211,557.8720    321,544.0840    288,638.7850  362,697.9710
Balanced Municipal and
  Stock                 2,433,078.5590    422,870.5140    315,699.6660   49,755.1960
Large-Cap Value        16,210,992.0160  1,020,270.5850  1,082,173.6360  940,510.7460

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1.  APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT

BACKGROUND

NAM previously entered into an investment sub-advisory agreement with
Institutional Capital Corporation with respect to the Funds. The sub-advisory
agreement between NAM and Institutional Capital Corporation in effect prior to
the date of the Transaction (as defined below) is referred to as the "Original
Sub-Advisory Agreement." The date of the Original Sub-Advisory Agreement and the
date it was last approved by shareholders and approved for continuance by the
Board is provided in Appendix A.


On May 18, 2006, Institutional Capital Corporation signed a definitive merger
agreement with New York Life Investment Management Holdings LLC ("NYLIM
Holdings"), a subsidiary of New York Life Insurance Company, under which it
became a wholly-owned subsidiary of NYLIM Holdings (the "Transaction"). The
Transaction was consummated on or about June 30, 2006. As a result of the
Transaction, Institutional Capital Corporation became Institutional Capital LLC,
a Delaware limited liability company. The new ownership structure resulting from
the Transaction will not result in any significant changes for existing
shareholders of the Funds. The portfolio managers and key personnel of
Institutional Capital LLC after the Transaction will be the same individuals who
served in those capacities for Institutional Capital Corporation before the
Transaction. Institutional Capital Corporation and Institutional Capital LLC are
referred to herein collectively as "ICAP."


The Original Sub-Advisory Agreement, as required by Section 15 of the 1940 Act,
provided for its automatic termination upon its "assignment," as that term is
defined in the 1940 Act. Under the 1940 Act, a change in control of an
investment company's sub-adviser is deemed to cause an "assignment" of a sub-
advisory agreement. The Transaction caused a change in control of


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ICAP and, accordingly, was deemed to have caused an assignment of the Original
Sub-Advisory Agreement. As a result, the Original Sub-Advisory Agreement was
automatically terminated as of the date of the Transaction.

In anticipation of the Transaction, the Board met in person on May 23, 2006 for
purpose of considering whether it would be in the best interests of each Fund
and its shareholders to approve a new sub-advisory agreement between NAM and
ICAP (the "New Sub-Advisory Agreement"). At its May 23, 2006 meeting, the Board
initially approved an interim sub-advisory agreement between NAM and ICAP (the
"Interim Sub-Advisory Agreement") to become effective upon the termination of
the Original Sub-Advisory Agreement and to continue until shareholders approve
the New Sub-Advisory Agreement, but in no case having a duration greater than
150 days from the termination of the Original Sub-Advisory Agreement. ICAP
currently serves as sub-adviser to each Fund pursuant to the Interim Sub-
Advisory Agreement. The Board determined that the scope and quality of the
services to be provided by ICAP under the Interim Sub-Advisory Agreement would
be at least equivalent to the scope and quality of the services provided by ICAP
under the Original Sub-Advisory Agreement. If approved by shareholders, the New
Sub-Advisory Agreement will become effective and the Interim Sub-Advisory
Agreement will terminate.

At its May 23, 2006 meeting, and for the reasons discussed below (see "Board
Considerations in Approving the New Sub-Advisory Agreement"), the Board,
including a majority of the Board Members who are not "interested persons" of
the Trust, NAM or ICAP ("Independent Board Members"), unanimously determined
that the New Sub-Advisory Agreement was in the best interests of each Fund and
its shareholders and approved NAM's entering into the New Sub-Advisory
Agreement, with respect to each Fund, subject to approval by shareholders. The
1940 Act requires that the New Sub-Advisory Agreement be approved by each Fund's
shareholders in order for it to become effective for each Fund. In the event
shareholders of a 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 Fund and
its shareholders. The form of the New Sub-Advisory Agreement is attached hereto
as Appendix B.

COMPARISON OF THE SUB-ADVISORY AGREEMENTS

The terms of the New Sub-Advisory Agreement, including fees payable to ICAP by
NAM thereunder, are substantially similar 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 ICAP. If approved by shareholders of a Fund, the New Sub-
Advisory Agreement for the Fund will expire on August 1, 2007 unless continued.
The New Sub-Advisory Agreement will continue in effect from year to year
thereafter if such continuance is approved for a 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 Agreement and the
Interim Sub-Advisory Agreement to the terms of the New Sub-Advisory Agreement.
The terms of the Interim Sub-Advisory Agreement are identical to those of the
Original Sub-Advisory Agreement, except that the Interim Sub-Advisory Agreement
has a different effective date and a maximum term of 150 days and includes
certain provisions required by Rule 15a-4 under the 1940 Act. Therefore, for
purposes of comparing the Interim Sub-Advisory Agreement to the New Sub-Advisory
Agreement, the Interim Sub-Advisory Agreement will only be mentioned when its
terms differ from those of the Original Sub-Advisory Agreement.



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Advisory Services.  The advisory services to be provided by ICAP to each Fund
under the New Sub-Advisory Agreement will be identical to those advisory
services currently provided by ICAP to each Fund under the Original Sub-Advisory
Agreement. Both the Original Sub-Advisory Agreement and New Sub-Advisory
Agreement provide that ICAP 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 ICAP, 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 Agreement and the New Sub-Advisory Agreement, ICAP 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 each Fund. It is not anticipated that the Transaction will
have any adverse effect on the performance of ICAP's obligations under the New
Sub-Advisory Agreement.

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.

Brokerage.  Both the Original Sub-Advisory Agreement and New Sub-Advisory
Agreement authorize ICAP 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
ICAP.

Fees.  Under the Original Sub-Advisory Agreement, the Interim Sub-Advisory
Agreement and the New Sub-Advisory Agreement, the Adviser pays ICAP a portfolio
management fee out of the investment management fee it receives from the
respective Fund. The annual rate of the portfolio management fees payable by the
Adviser to ICAP under the New Sub-Advisory Agreement is identical to the annual
rate of the fees paid under the Original Sub-Advisory Agreement and the Interim
Sub-Advisory Agreement. During the term of the Interim Sub-Advisory Agreement,
investment management fees earned by ICAP will be placed in an escrow account in
accordance with Rule 15a-4(b)(2) of the 1940 Act. Shareholder approval of the
New Sub-Advisory Agreement is necessary in order for ICAP to receive the
investment advisory fees escrowed pursuant to the Interim Sub-Advisory
Agreement. In the event that the shareholders of one or more of the Funds do not
approve the New Sub-Advisory Agreement with respect to their Fund, the 1940 Act
requires that ICAP will only be entitled to receive the lesser of: (i) its
actual costs incurred in performing services under the Interim Sub-Advisory
Agreement (plus interest earned on that amount while in escrow); or (ii) the
total amount in the escrow account (plus interest earned).

The annual rate of portfolio management fees payable to ICAP under the Original
Sub-Advisory Agreement, the Interim Sub-Advisory Agreement and the New Sub-
Advisory Agreement and the fees paid by the Adviser to ICAP with respect to each
Fund during each Fund's last fiscal year is set forth in Appendix C to this
Proxy Statement. Appendix C also includes the advisory fee rates and net assets
of funds not included in this Proxy Statement advised by ICAP with similar
investment objectives as the Funds.

Payment of Expenses.  Under the Original Sub-Advisory Agreement and New Sub-
Advisory Agreement, ICAP agrees to pay all expenses it incurs in connection with
its activities under the Agreement other than the cost of securities (including
brokerage commissions and other related expenses) purchased for the Fund.



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Limitation on Liability.  The Original Sub-Advisory Agreement and New Sub-
Advisory Agreement provide that ICAP will not be liable for, and the Adviser
will not take any action against ICAP to hold ICAP liable for, any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of ICAP's duties under the Agreement, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
ICAP in the performance of its duties under the Agreement, or by reason of its
reckless disregard of its obligations and duties under the Agreement.

Continuance.  The Original Sub-Advisory Agreement 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. The Interim Sub-Advisory Agreement has a term
of no more than 150 days that cannot be continued. If the shareholders of the
Funds approve the New Sub-Advisory Agreement, the New Sub-Advisory Agreement
will expire on August 1, 2007, 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, the Interim Sub-Advisory
Agreement and the New Sub-Advisory Agreement for the Funds 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 ICAP. The Original Sub-Advisory
Agreement, the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement
may also be terminated by a 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 for the Original and New Sub-
Advisory Agreements and 10 days' written notice for the Interim Sub-Advisory
Agreement.

The Original Sub-Advisory Agreement, the Interim Sub-Advisory Agreement and the
New Sub-Advisory Agreement for the Funds is also terminable with respect to a
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 ICAP
or any of its officers or directors has taken any action that results in a
breach of the representations of ICAP set forth in the Agreement.

INFORMATION ABOUT ICAP


Institutional Capital LLC is organized as a Delaware limited liability company
and is located at 225 West Wacker Drive, Suite 2400, Chicago, Illinois 60606.
Institutional Capital LLC is registered as an investment adviser with the SEC,
and was formed in 2006 as a result of the Transaction. Institutional Capital LLC
is the successor to Institutional Capital Corporation. Institutional Capital
Corporation began providing investment management services in 1970, and as of
April 1, 2006, had approximately $14 billion in assets under management. As
stated previously, Institutional Capital Corporation and Institutional Capital
LLC are referred to herein collectively as "ICAP." ICAP provides portfolio
management services for individuals, corporations, charitable organizations,
pooled investment vehicles, and pension and profit-sharing plans.


After the Transaction, ICAP became a wholly-owned subsidiary of NYLIM Holdings,
a financial services holding company and subsidiary of New York Life Insurance
Company. NYLIM Holdings and New York Life Insurance Company are located at 51
Madison Avenue, New York, New York


5



10010. The principal occupation of the officers and directors of ICAP is shown
in Appendix D. No officers or Board Members of the Funds are officers or
directors of ICAP.

In connection with the Transaction, ICAP is relying on Section 15(f) of the 1940
Act. Section 15(f) provides in substance that when a sale of a controlling
interest in an investment adviser occurs, the investment adviser or any of its
affiliated persons may receive any amount or benefit in connection with the sale
so long as two conditions are satisfied. The first condition of Section 15(f) is
that during the three-year period following the consummation of a transaction,
at least 75% of the investment company's board of directors must not be
"interested persons" (as defined in the 1940 Act) of the investment adviser or
predecessor adviser. The Trust's Board currently meets this test. Second, an
"unfair burden" must not be imposed on the investment company as a result of the
transaction relating to the sale of such interest, or any express or implied
terms, conditions or understandings applicable thereto. The term "unfair burden"
(as defined in the 1940 Act) includes any arrangement during the two-year period
after the transaction whereby the investment adviser (or predecessor or
successor adviser), or any "interested person" (as defined in the 1940 Act) of
such an adviser, receives or is entitled to receive any compensation, directly
or indirectly, from the investment company or its security holders (other than
fees for bona fide investment advisory or other services) or from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the investment company (other than bona fide ordinary compensation
as principal underwriter for the investment company). In order not to place an
unfair burden on the Funds as a result of the Transaction, ICAP will be
responsible for any costs to the Funds attributable to the Transaction.

SHAREHOLDER APPROVAL

To become effective for a Fund, the 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. The 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 below. The Board also determined
to submit the New Sub-Advisory Agreement for consideration by the shareholders
of the Funds.

BOARD CONSIDERATIONS IN APPROVING THE NEW SUB-ADVISORY AGREEMENT

The Board is responsible for overseeing the performance of the investment
advisers to the Funds and determining whether to continue the advisory
arrangements. At a meeting held on May 23-25, 2006 (the "May Meeting"), the
Board of the Funds, including the independent Board Members, unanimously
approved the continuance of the Investment Management Agreement between each
Fund and NAM and the Sub-Advisory Agreement between NAM and ICAP. NAM and ICAP
are each a "Fund Adviser."

THE APPROVAL PROCESS

During the course of the year, the Board received a wide variety of materials
relating the services provided by the Fund Adviser and the performance of the
Funds. To assist the Board in


6



its evaluation of the advisory contract with the Fund Adviser at the May
Meeting, the independent Board Members received extensive materials in advance
of their meeting which outlined, among other things:

     - the nature, extent and quality of services provided by the Fund Adviser;

     - the organization and business operations of the Fund Adviser, including
       the responsibilities of various departments and key personnel;

     - the Funds' past performance as well as the Funds' performance compared to
       funds of similar investment objectives compiled by an independent third
       party and with recognized and/or customized benchmarks (as appropriate);

     - the profitability of the Fund Adviser and certain industry profitability
       analyses for unaffiliated advisers;

     - the expenses of the Fund Adviser in providing the various services;


     - the advisory fees (gross and net management fees) and total expense
       ratios of the Funds, including comparisons of such fees and expenses with
       those of comparable, unaffiliated funds based on information and data
       provided by Lipper (the "Peer Universe") as well as compared to a subset
       of funds within the Peer Universe (the "Peer Group") to the respective
       Fund (as applicable);


     - the advisory fees the Fund Adviser assesses to other types of investment
       products or clients;


     - the soft dollar practices of the Fund Adviser; and


     - from independent legal counsel, a legal memorandum describing, among
       other things, the duties of the Board Members under the 1940 Act as well
       as the general principles of relevant state law in reviewing and
       approving advisory contracts; the requirements of the 1940 Act in such
       matters; an adviser's fiduciary duty with respect to advisory agreements
       and compensation; the standards used by courts in determining whether
       investment company boards of directors have fulfilled their duties and
       factors to be considered by the board in voting on advisory agreements.

At the May Meeting, NAM and ICAP made a presentation to and responded to
questions from the Board. 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 contracts. It is with this background that
the Board Members considered each advisory contract (which includes the Sub-
Advisory Agreement) with the Fund Adviser. The independent Board Members, in
consultation with independent counsel, reviewed the factors set out in judicial
decisions and SEC 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


7



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 reviewing the Fund Advisers, the Board Members considered the nature, extent
and quality of the respective Fund Adviser's services. The Board Members
reviewed materials outlining, among other things, the Fund Adviser's
organization and business; the types of services that a Fund Adviser or its
affiliates provide and are expected to provide to the Nuveen Funds; the
performance record of the applicable Fund (as described in further detail below)
and any initiatives Nuveen has taken for its mutual fund product line. In
connection with their service as Board Members, the Board Members also have a
good understanding of each Fund Adviser's organization, operations and
personnel. In this regard, the Board Members are familiar with and have
evaluated the professional experience, qualifications and credentials of the
applicable Fund Adviser's personnel. With respect to ICAP, the Board Members
also received and reviewed an evaluation of the sub-adviser from NAM. Such
evaluation outlined, among other things, ICAP's organizational history, client
base, product mix, investment team and any changes thereto, investment process
and any changes to their investment strategy, the Funds' investment objectives
and performance. The Board Members noted that NAM recommended the renewal of the
Sub-Advisory Agreement. Given the Board Members' experience with the Funds and
each Fund Adviser, the Board Members recognized the demonstrated history of care
and depth of experience of the respective personnel in managing these Funds. In
this regard, the Board Members considered the continued quality of the Fund
Adviser's investment process in making portfolio management decisions as well as
additional refinements and improvements adopted to the portfolio management
processes.

In addition to advisory services, the independent Board Members considered the
quality of any administrative or non-advisory services provided. With respect to
ICAP, the independent Board Members noted that the Sub-Advisory Agreement was
essentially an agreement for portfolio management services only and ICAP was not
expected to supply other significant administrative services to the Fund.

With respect to NAM, NAM provides the Funds with such administrative and other
services (exclusive of, and in addition to, any such services provided by others
for the Funds) and officers and other personnel as are necessary for the
operations of the respective Fund. In connection with the review of the
Investment Management Agreement, the Board Members considered the extent and
quality of these other services which include, among other things, providing:
product management (e.g., product positioning, performance benchmarking, risk
management); fund administration (e.g., daily net asset value pricing and
reconciliation, tax reporting, fulfilling regulatory filing requirements);
oversight of third party service providers; administration of board relations
(e.g., organizing board meetings and preparing related materials); compliance
(e.g., monitoring compliance with investment policies and guidelines and
regulatory requirements); and legal support (e.g., helping prepare and file
registration statements, amendments thereto, proxy statements and responding to
regulatory requests and/or inquiries). As the Funds operate in a highly
regulated industry and given the importance of compliance, the Board Members
considered, in particular, the additions of experienced personnel to the
compliance teams and the enhancements to technology and related systems to
support the compliance activities for the Funds (including a new reporting
system for quarterly portfolio holdings). In addition to the above, because the
Funds utilize ICAP as a sub-adviser, the Board Members also


8



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 enhancements in the investment oversight
process, including increased site visits and departments participating in
investment oversight.

Based on their review, the Board Members found that, overall, the nature, extent
and quality of services provided (and expected to be provided) to the respective
Funds under the Investment Management Agreement or Sub-Advisory Agreement, as
applicable, were of a high level and were quite satisfactory.

B.  THE INVESTMENT PERFORMANCE OF THE FUND AND FUND ADVISERS

The Board considered the investment performance for each Fund, including the
Fund's historic performance as well as its performance compared to funds with
similar investment objectives identified by an independent third party (the
"Performance Peer Group") and recognized and/or customized benchmarks (as
applicable). In evaluating the performance information, in certain instances,
the Board Members noted that the closest Performance Peer Group for a Fund still
may 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 Performance Peer Group (such as the Performance Peer Groups of
the Balanced Stock and Bond Fund and Balanced Municipal and Stock Fund).

In reviewing performance, the Board Members reviewed performance information
including, among other things, total return information compared with the Fund's
Performance Peer Group as well as recognized and/or customized benchmarks (as
appropriate) for the one-, three- and five-year periods (as applicable) ending
December 31, 2005. 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 the respective Fund's absolute and
relative investment performance over time had been satisfactory.

C.  FEES, EXPENSES AND PROFITABILITY

     1.  FEES AND EXPENSES


In evaluating the management fees and expenses of a Fund, the Board reviewed,
among other things, the Fund's advisory fees (net and gross management fees) and
total expense ratios (before and after expense reimbursements and/or waivers) in
absolute terms as well as comparisons to the gross management fees (before
waivers), net management fees (after waivers) and total expense ratios (before
and after waivers) of comparable funds in the Peer Universe and the Peer Group.
The Board Members reviewed data regarding the construction of Peer Groups as
well as the methods of measurement for the fee and expense analysis and the
performance analysis. In certain cases, due to the small number of peers in the
Peer Universe, the Peer Universe and Peer Group may be the same. Further, the
Board Members recognized that in certain cases the closest Peer Universe and/or
Peer Group may not adequately reflect the Fund's investment objectives and
strategies limiting the usefulness of comparisons (e.g., the Balanced Stock and
Bond Fund and the Balanced Municipal and Stock Fund). In reviewing comparisons,
the Board Members also considered the size of the Peer Universe and/or Peer
Group, the composition of the Peer Group (including, in particular, the asset
size of the peers) as well as differing levels of fee waivers and/or expense
reimbursements. In this regard, the Board Members considered the fund-level and
complex-wide breakpoint schedules (described in



9



further detail below) and any fee waivers and reimbursements provided by Nuveen.
Based on their review of the fee and expense information provided, the Board
Members determined that each Fund's net total expense ratio was within an
acceptable range compared to peers.

     2.  COMPARISONS WITH THE FEES OF OTHER CLIENTS


The Board Members further reviewed data comparing the advisory fees of NAM with
fees NAM charges to other clients (such as separate managed accounts and fees
charged on funds that are not offered by Nuveen Investments but are sub-advised
by one of Nuveen's investment management teams). In general, the management fees
charged for separate accounts are somewhat lower than the management fees
assessed to the Funds. The Board Members recognized that the differences in fees
are attributable to a variety of factors, including the differences in services
provided, product distribution, portfolio investment policies, investor
profiles, account sizes and regulatory requirements. The Board Members noted, in
particular, that the range of services provided to the Funds is more extensive
than that provided to managed separate accounts. As described in further detail
above, such additional services include, but are not limited to, providing:
product management, fund administration, oversight of third party service
providers, administration of board relations, and legal support. Funds further
operate in a highly regulated industry requiring extensive compliance functions
compared to the other investment products. In addition to the costs of the
additional services, administrative costs may also be greater for the Funds as
the average account size for separate accounts are notably larger than the
retail accounts of the Funds. Given the differences in the product structures,
particularly the extensive services provided to the Funds, the Board Members
believe such facts justify the different levels of fees.


In considering the fees of ICAP, the Board Members also considered the pricing
schedule that ICAP charges for similar investment management services for other
fund sponsors or clients. In this regard, the Board Members noted that the sub-
advisory fees paid to it by NAM for its sub-advisory services were at or below
the low end of its fee schedule.

     3.  PROFITABILITY OF FUND ADVISERS


In conjunction with its review of fees, the Board Members also considered the
profitability of Nuveen Investments (which incorporated Nuveen's wholly-owned
affiliated sub-advisers). The Board Members reviewed data comparing Nuveen's
profitability with other fund sponsors prepared by three independent third party
service providers as well as comparisons of the revenues, expenses and profits
margins of various unaffiliated management firms with similar amounts of assets
under management prepared by Nuveen. The Board Members further reviewed the 2005
annual report for Nuveen Investments. In considering profitability, the Board
Members recognized the inherent limitations in determining profitability as well
as the difficulties in comparing the profitability of other unaffiliated
advisers. Profitability may be affected by numerous factors, including the
methodology for allocating expenses, the adviser's business mix, the types of
funds managed, the adviser's capital structure and cost of capital. Further,
individual fund or product line profitability of other sponsors is generally not
publicly available. Accordingly, the profitability information that is publicly
available from various investment advisory or management firms may not be
representative of the industry.


Notwithstanding the foregoing, in reviewing profitability, the Board Members
reviewed Nuveen's methodology and assumptions for allocating expenses across
product lines to determine profitability. In this regard, the methods of
allocation used appeared reasonable.


10



The Board Members also, to the extent available, compared Nuveen's profitability
margins (including pre- and post-marketing profit margins) with the
profitability of various unaffiliated management firms. The Board Members noted
that Nuveen's profitability is enhanced due to its efficient internal business
model. The Board Members also recognized that while a number of factors affect
profitability, Nuveen's profitability may change as fee waivers and/or expense
reimbursement commitments of Nuveen to various funds in the Nuveen complex
expire. To keep apprised of profitability and developments that may affect
profitability, the Board Members have requested profitability analysis be
provided periodically during the year. With respect to ICAP, the Board Members
also considered the ICAP's revenues from serving as sub-adviser to the Funds,
expenses (including the basis for allocating expenses) and profitability margins
(pre- and post-tax for the last two years). The Board Members further noted that
the sub-advisory fee is at the low end of ICAP's fee schedule and is established
pursuant to arm's length negotiations. Based on their review, the Board Members
were satisfied that the respective 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

With respect to economies of scale, the Board Members recognized the potential
benefits resulting from the costs of a fund being spread over a larger asset
base as a fund grows. To help ensure the shareholders share in these benefits,
the Board Members have reviewed and considered the breakpoints in the advisory
fee schedules that reduce advisory fees as the applicable Fund's assets grow. In
addition to advisory fee breakpoints as assets in a respective Fund rise, after
lengthy discussions with management, the Board also approved a complex-wide fee
arrangement that was introduced on August 1, 2004. Pursuant to the complex-wide
fee arrangement, the fees of the funds in the Nuveen complex, including the
Funds, are reduced as the assets in the fund complex reach certain levels. In
evaluating the complex-wide fee arrangement, the Board Members considered, among
other things, the historic and expected fee savings to shareholders as assets
grow, the amount of fee reductions at various asset levels, and that the
arrangement would extend to all funds in the Nuveen complex. The Board Members
noted that 2005 was the first full year to reflect the fee reductions from the
complex wide fee arrangement. In this regard, the Board Members noted that
arrangement resulted in approximately $6 million in fee reductions for the funds
overseen by the Board Members. 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.



11



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, including any sales charges and distribution
fees received and retained by the Funds' principal underwriter, Nuveen
Investments, Inc., an affiliate of NAM as well as any benefits derived from soft
dollar arrangements. The Board Members recognized that an affiliate of NAM
provides distribution and shareholder services to the Funds and their
shareholders for which it may be compensated pursuant to a 12b-1 plan. The Board
Members therefore considered the 12b-1 fees retained by Nuveen during the last
calendar year.

In addition to the above, the Board Members considered whether the Fund Adviser
received any benefits from soft dollar arrangements. With respect to NAM, the
Board Members noted that 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; however, NAM may
from time to time receive and have access to research generally provided to
institutional clients. With respect to ICAP, the Board Members considered that
ICAP does benefit from their soft dollar arrangements pursuant to which it
receives research from brokers that execute the applicable Fund's portfolio
transactions. At the May Meeting as well as prior meetings, the Board Members
have received and reviewed materials concerning ICAP's soft dollar arrangements,
including the types of research received. In this regard, ICAP has agreed to
limit the type of research received with the use of soft dollars to that with
intellectual content. The Board Members recognized that ICAP's ability to obtain
such research and services is an integral factor in establishing its fees.
Accordingly, the Board Members noted that ICAP's profitability may be lower if
it was required to pay for this research with hard dollars.

F.  OTHER CONSIDERATIONS


ICAP recently announced that it has signed a merger agreement with NYLIM
Holdings. As a result of this transaction, there will be a change in control of
ICAP. Under the 1940 Act, such a change in control would result in an assignment
of the Sub-Advisory Agreement with NAM and the automatic termination of such
agreement. Accordingly, the Board considered the approval of an Interim Sub-
Advisory Agreement with each Fund which would take effect when the change of
control transaction is consummated until shareholders approve a new Sub-Advisory
Agreement between NAM and ICAP on behalf of the Funds (the "New Sub-Advisory
Agreement"). Accordingly, the Board considered a New Sub-Advisory Agreement
which would take effect if the change of control is consummated and after
shareholders approve the agreement. In its review, the Board Members considered
that the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement have
substantially identical terms to the existing Sub-Advisory Agreement with ICAP.
The Board further considered whether the change of control would have an impact
on the various factors they considered in approving ICAP, such as the scope and
quality of services to be provided following the change of control. In reviewing
the transaction, the Board Members considered, among other things, the impact,
if any, on the operations and organizational structure of ICAP; the ability of
ICAP 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 sub-advisory agreement and
that ICAP would be responsible for any costs to the Funds attributable to the
Transaction. Based on its review, the Board determined that the change of
control would not affect the nature and quality of services provided by ICAP,
the terms of the Sub-Advisory Agreement, including the



12



fees thereunder, and would not materially affect the operations of ICAP.
Accordingly, the Board determined that their analysis of the various factors
regarding their approval of ICAP would continue to apply after the change of
control.

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 the Sub-Advisory
Agreement should be approved, and that the new, post-change of control Interim
Sub-Advisory Agreement and New Sub-Advisory Agreement be approved and the New
Sub-Advisory Agreement be recommended to shareholders.

THE BOARD OF THE FUNDS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUNDS
VOTE FOR APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT.

ADDITIONAL INFORMATION

INFORMATION ABOUT THE ADVISER

NAM, located at 333 West Wacker Drive, Chicago, Illinois 60606, serves as
investment adviser and manager for the Funds. The Adviser is a wholly owned
subsidiary of Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois
60606. Founded in 1898, Nuveen Investments, Inc. and its affiliates had over
$145 billion of assets under management as of March 31, 2006. Nuveen
Investments, Inc. is a publicly-traded company and is listed on the New York
Stock Exchange and trades under the symbol "JNC."

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.

BENEFICIAL OWNERSHIP

On December 31, 2005, Board Members and executive officers as a group
beneficially owned 1,338,618 shares of all funds managed by Adviser (includes
deferred units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan). Each Board Member's individual beneficial
shareholdings of each Fund constitute less than 1% of the outstanding shares of
each Fund. As of June 21, 2006, the Board Members and executive officers as a
group beneficially owned less than 1% of the outstanding shares of each Fund. As
of June 21, 2006, no shareholder beneficially owned more than 5% of any class of
shares of any Fund, except as stated in Appendix E.

SHAREHOLDER PROPOSALS

The Trust generally does not hold annual shareholders' meetings, but will hold
special meetings as required or deemed desirable. Because the 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


13



subsequent shareholders' meeting of the 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 the Trust begins to print and mail its
proxy materials for the meeting.

SHAREHOLDER COMMUNICATIONS


Fund shareholders who want to communicate with the Board or any individual Board
Member should write to the attention of Lorna Ferguson, Manager of Fund Board
Relations, Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606.
The letter should indicate that you are a Fund shareholder and note the fund or
funds that you own. 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 Lead
Independent Director 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 by ICAP. Solicitation may be made by letter
or telephone by officers or employees of Nuveen or the Adviser, or by dealers
and their representatives. The Funds have engaged D.F. King & Co., Inc., to
assist in the solicitation of proxies at an estimated cost of $2,000 per Fund
plus reasonable expenses. ICAP will pay these solicitation costs.


FISCAL YEAR


The last fiscal year end for the Funds was June 30, 2006.


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 Meeting. However, if other
matters are properly presented to the Meeting for a vote, the proxies will be
voted by the persons acting under the proxies upon such matters in accordance
with their judgment of the best interests of the Funds.



14



A list of shareholders entitled to be present and to vote at the Meeting will be
available at the offices of the Funds, 333 West Wacker Drive, Chicago, Illinois,
for inspection by any shareholder during regular business hours beginning ten
days prior to the date of the Meeting.

Failure of a quorum to be present at the Meeting will necessitate adjournment
and will subject the Funds to additional expense. The persons named in the
enclosed proxy may also move for an adjournment of the Meeting to permit further
solicitation of proxies with respect to the proposal if they determine that
adjournment and further solicitation is reasonable and in the best interests of
the shareholders. Under the Funds' 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

July 14, 2006




15



                                                                      APPENDIX A

                    DATES RELATING TO SUB-ADVISORY AGREEMENT





- --------------------------------------------------------------------------------------
                                                                        DATE ORIGINAL
                                                      DATE ORIGINAL      SUB-ADVISORY
                                                       SUB-ADVISORY     AGREEMENT WAS
                                  DATE OF ORIGINAL    AGREEMENT WAS     LAST APPROVED
                                    SUB-ADVISORY      LAST APPROVED    FOR CONTINUANCE
FUND                                  AGREEMENT      BY SHAREHOLDERS       BY BOARD
- --------------------------------------------------------------------------------------

                                                              

Balanced Stock and Bond             July 28, 2005     July 26, 2005*         N/A
Balanced Municipal and Stock        July 28, 2005     July 26, 2005*         N/A
Large-Cap Value                     July 28, 2005     July 26, 2005*         N/A

- --------------------------------------------------------------------------------------



  *  The Original Sub-Advisory Agreement was approved by shareholders of the
     Funds at a special meeting held July 26, 2005 relating to a change in
     control of NAM.



A-1



                                                                      APPENDIX B


                    FORM OF INVESTMENT SUB-ADVISORY AGREEMENT



AGREEMENT MADE THIS       day of August, 2006, by and between Nuveen Asset
Management, a Delaware corporation and registered investment adviser
("Manager"), and Institutional Capital LLC, a Delaware limited liability company
and a federally registered investment adviser ("Sub-Adviser").



WHEREAS, Manager serves as the investment manager for the following series of
Nuveen Investment Trust (the "Trust")--Nuveen Large-Cap Value Fund, Nuveen
Balanced Stock and Bond Fund and the Nuveen Balanced Municipal and Stock Fund
(each a "Fund" and, together, "the Funds") pursuant to an Investment Management
Agreement between Manager and the Funds (as such agreement may be modified from
time to time, the "Management Agreement");



WHEREAS, each Fund is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and



WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish
investment advisory services for the Portfolios, 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 the Funds 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. Additional Funds.  In the event that the Trust establishes one or more
        portfolios other than the Funds, with respect to which the Manager
        desires to engage the Sub-Adviser to render investment advisory services
        hereunder, the Manager shall notify the Sub-Adviser of such desire. If
        the Sub-Adviser is willing to render such services, it shall notify the
        Manager in writing whereupon such portfolio or portfolios shall become a
        Fund or Funds hereunder.



     3. 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, the assets
        designated in Schedule A hereto, as such schedule may be amended from
        time to time, of the Funds and other portfolios hereunder, all on behalf
        of such Funds. In the performance of its duties, Sub-Adviser will
        satisfy its fiduciary duties to the Funds (as set forth in Section 7,
        below), and will monitor the Funds' 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 the Portfolios. 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.



B-1



        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 the Funds and to consult with each other
        regarding the investment affairs of the Funds. Sub-Adviser will report
        to the Board of Trustees and to Manager with respect to the
        implementation of such program.


     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) Sub-Adviser is authorized to select the brokers or dealers that will
         execute the purchases and sales of portfolio securities for the Funds
         and is directed to use its best efforts to obtain best execution, which
         includes most favorable net results and execution of the Fund'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 in respect of any Fund, or be
         in breach of any obligation owing to the Trust or in respect of any
         Fund under this Agreement, or otherwise, solely by reason of its having
         caused a Fund to pay a member of a securities exchange, a broker or a
         dealer a commission for effecting a securities transaction for the Fund
         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 Funds, as to which it exercises investment discretion. In
         addition, if in the judgment of the Sub-Adviser, the Funds 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 any 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;




B-2



     (d) will report regularly to Manager and to the Board of Trustees 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,
         interest rate considerations and general conditions affecting the
         marketplace and will provide various other reports from time to time as
         reasonably requested by Manager; and


     (e) will prepare such books and records with respect to the Funds'
         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.



     4. 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 Funds.



     5. 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, at the end
        of each calendar month, an equity or fixed income portfolio management
        fee on the specified proportion of each Fund's average daily net asset
        value set forth in Schedule A hereto, as such schedule may be amended
        from time to time, at an annual rate as set forth below, which rate is
        determined by reference to the average daily market value of the equity
        and fixed income assets, respectively, of all Nuveen-sponsored
        investment products for which Institutional Capital serves as portfolio
        manager, applying the same proportions as set forth in Schedule A.






- -------------------------------------------------------------
EQUITY ASSETS OF NUVEEN-SPONSORED INVESTMENT       EQUITY
PRODUCTS MANAGED BY INSTITUTIONAL CAPITAL      MANAGEMENT FEE
- -------------------------------------------------------------

                                            

For the first $500 million                        .35 of 1%
For the next $500 million                         .30 of 1%
For assets over $1 billion                        .25 of 1%









- -------------------------------------------------------------
FIXED-INCOME ASSETS OF NUVEEN-SPONSORED
INVESTMENT                                      FIXED INCOME
PRODUCTS MANAGED BY INSTITUTIONAL CAPITAL      MANAGEMENT FEE
- -------------------------------------------------------------

                                            

For the first $500 million                        .20 of 1%
For the next $500 million                         .15 of 1%
For assets over $1 billion                        .12 of 1%





     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.




B-3



     6. 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, provided that whenever a 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 a 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 a 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 the 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 time to
        such service and nothing contained in this Agreement will be deemed to
        limit or restrict the right of Sub-Adviser or any of its affiliates to
        engage in and devote time and attention to other businesses or to render
        services of whatever kind or nature. It is also agreed that the Sub-
        Adviser may use any supplemental research obtained for the benefit of
        the Funds in providing investment advice to its other investment
        advisory accounts or for managing its own accounts.


     7. 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 Fund 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.



     8. Cross-Indemnification.  Each party to this Agreement ("Indemnitor" )
        shall indemnify and hold the other party and its officers, directors,
        employees, representatives, agents, and affiliates (collectively,
        "Indemnitee" ) harmless as follows:



     a. Duty to Indemnify.  Each Indemnitee shall be indemnified against any and
        all losses, liabilities, damages, expenses and other costs (including,
        without limitation, Indemnitee's own attorneys' and paralegals' fees and
        other litigation expenses) suffered or incurred by Indemnitee arising
        out of or in connection with any breach or violation of this Agreement,
        federal or state statutes, rules or regulations, exchange or self-
        regulatory agency rules and regulations, or common law that is
        attributable in whole or, to the extent responsible, in part to
        Indemnitor's actions or the actions of any person whom Indemnitor may
        supervise or control, in any civil, criminal, administrative,
        arbitration, mediation or other proceeding.




B-4



     b. Notice of Claims.  An Indemnitee asserting an indemnity claim shall
        promptly notify Indemnitor in writing of the amount and nature of the
        claim. Upon receipt of an indemnity claim, the Indemnitor shall, within
        30 days, fulfill any part of its obligation then due under this Section
        or give Indemnitee a written explanation for its denial of the claim. If
        any indemnity claim is not denied, Indemnitor shall continue to fulfill
        its indemnity obligations as and when they come due. The Indemnitee
        shall be entitled at its expense to participate in the defense of any
        claim, lawsuit, or proceedings. No claim asserted by a third party for
        which indemnification from Indemnitor is sought shall be settled without
        first obtaining the written consent of Indemnitor, which consent shall
        not be unreasonably withheld.


     9. Term; Termination; Amendment.  This Agreement shall become effective
        with respect to the Funds on the same date as it is 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, 2007 unless sooner terminated as hereinafter
        provided. This Agreement shall 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 a Fund, the Sub-Adviser may continue to
        serve in such capacity for such 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 any 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 Fund.



     This Agreement may be terminated with respect to any 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 such 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 5 earned prior to such termination.



     This Agreement shall automatically terminate in the event the Investment
     Management Agreement between the Manager and the Fund is terminated,
     assigned or not renewed.



B-5



     10. Notice.  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 the receipt of such
         notice.


     11. Limitations on Liability.  All parties hereto are expressly put on
         notice of the Trust's Agreement and Declaration of Trust and all
         amendments thereto, all of which are on file with the Secretary 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 Fund must look solely to the assets
         of the Trust and those assets belonging to the subject Fund, for the
         enforcement of any claims.



     12. 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.



     13. Applicable Law.  This Agreement shall be construed in accordance with
         applicable federal law and (except as to Section 11 hereof which shall
         be construed in accordance with the laws of Massachusetts) the laws of
         the State of Illinois.




B-6




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.



                                        NUVEEN ASSET MANAGEMENT, a
                                          Delaware corporation



                                        By:

                                            ------------------------------------

                                            Title: Managing Director


- ------------------------

Title:
       -----------------



                                        INSTITUTIONAL CAPITAL LLC, a
                                          Delaware limited liability



                                        By:

                                            ------------------------------------

                                            Title:



Attest:


- ------------------------

Title:
       -----------------




B-7




                        INVESTMENT SUB-ADVISORY AGREEMENT



                                   SCHEDULE A





NUVEEN LARGE-CAP VALUE FUND


Assets for which Services are to
be
rendered pursuant to Section 3:  All



Proportions applied under fee
schedule
pursuant to Section 5:           100% of all assets under Equity
                                 Management Fee





NUVEEN BALANCED STOCK AND BOND FUND


Assets for which Services are to
be
rendered pursuant to Section 3:  All



Proportions applied under fee
schedule
pursuant to Section 5:           The percentage of the Target Investment mix
                                 allocated by the Fund Board of Trustees from
                                 time to time to Equity Securities under Equity
                                 Management Fee



                                 All remaining assets under Fixed Income
                                 Management Fee





NUVEEN BALANCED MUNICIPAL AND STOCK FUND


Assets for which Services are to
be
rendered pursuant to Section 3:  All Equity Securities



Proportions applied under fee
schedule
pursuant to Section 5:           The percentage of the Target Investment mix
                                 allocated by the Fund Board of Trustees from
                                 time to time to Equity Securities under Equity
                                 Management Fee



Effective as of           , 2006




B-8




                                                                      APPENDIX C


                              SUB-ADVISORY FEE RATE

For each Fund, NAM pays ICAP a portfolio management fee at the rates set forth
below. The portfolio management fee is based on the average daily market value
of all the Nuveen-sponsored investment products for which ICAP serves as
portfolio manager. NAM pays ICAP separate portfolio management fees for the
equity and fixed-income portions of the Funds' assets (for Balanced Municipal
and Stock, ICAP manages only the Fund's equity investments).




- -----------------------------------------------------------------------
ASSETS OF ALL THE NUVEEN SPONSORED                        FIXED-INCOME
INVESTMENT                             EQUITY PORTFOLIO     PORTFOLIO
PRODUCTS MANAGED BY ICAP                MANAGEMENT FEE   MANAGEMENT FEE
- -----------------------------------------------------------------------

                                                   

For the first $500 million                   0.35%            0.20%
For the next $500 million                    0.30%            0.15%
For assets over $1 billion                   0.25%            0.12%

- -----------------------------------------------------------------------



                        AGGREGATE SUB-ADVISORY FEES PAID





- ------------------------------------------------------------------------
                                            FEES PAID TO
                                          ICAP DURING LAST   NET ASSETS
FUND                                         FISCAL YEAR    AS OF 6/1/06
- ------------------------------------------------------------------------

                                                      

Balanced Stock and Bond                      $  174,923     $ 57,363,639
Balanced Municipal and Stock                 $  100,274     $ 79,169,893
Large-Cap Value                              $1,812,096     $534,382,007

- ------------------------------------------------------------------------




                FEE RATES AND NET ASSETS OF FUNDS ADVISED BY ICAP
                 WITH SIMILAR INVESTMENT OBJECTIVES AS THE FUNDS





- -----------------------------------------------------------------------------------
                                                                       NET ASSETS
SIMILAR FUND                                  FEE RATE                AS OF 6/1/06
- -----------------------------------------------------------------------------------

                                                              

ICAP Equity Fund                 0.80% of the fund's average daily    $861,800,000
                                 net assets

- -----------------------------------------------------------------------------------

Hirtle Callaghan Trust Value     0.35% of the fund's average daily  $910,600,000(2)
  Equity Portfolio(1)            net assets managed by ICAP

- -----------------------------------------------------------------------------------





1    ICAP serves as sub-adviser to this fund.


2    Net assets managed by ICAP as of June 1, 2006 equaled $712,900,000.


C-1




                                                                      APPENDIX D


                            OFFICERS AND DIRECTORS OF ICAP





- ------------------------------------------------------------------------
NAME AND ADDRESS                        PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------

                         

Robert H. Lyon              President, Chief Investment Officer and
225 West Wacker Drive       Director of ICAP
Suite 2400
Chicago, Illinois 60606
Jerrold K. Senser           Executive Vice President and Co-Chief
225 West Wacker Drive       Investment Officer of ICAP
Suite 2400
Chicago, Illinois 60606
Pamela H. Conroy            Executive Vice President, Chief Operating
225 West Wacker Drive       Officer, Chief Compliance Officer and
Suite 2400                  Director of ICAP
Chicago, Illinois 60606
Thomas R. Wenzel            Executive Vice President and Director of
225 West Wacker Drive       Research of ICAP
Suite 2400
Chicago, Illinois 60606
Gary S. Maurer              Executive Vice President of ICAP
225 West Wacker Drive
Suite 2400
Chicago, Illinois 60606
Paula L. Rogers             Executive Vice President of ICAP
225 West Wacker Drive
Suite 2400
Chicago, Illinois 60606

- ------------------------------------------------------------------------





D-1



                                                                      APPENDIX E





- --------------------------------------------------------------------------------------------------
                                         NAME AND ADDRESS OF               NUMBER OF    PERCENT OF
FUND           TITLE OF CLASS              BENEFICIAL OWNER              SHARES OWNED      CLASS
- --------------------------------------------------------------------------------------------------
                                                                            

Balanced       Class A         Citigroup Global Markets Inc.              331,558.6720    13.63%
Municipal                      House Account
and Stock                      Attn:  Peter Booth 7th Floor
                               333 West 34th Street
                               New York, NY  10001-2402
                               MLPF&S for the Benefit of its Customers    221,227.6560     9.09%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
               Class B         Citigroup Global Markets Inc.               37,961.7410     8.98%
                               House Account
                               Attn:  Peter Booth 7th Floor
                               333 West 34th Street
                               New York, NY  10001-2402
                               MLPF&S for the Benefit of its Customers    104,016.4960    24.60%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
               Class C         Citigroup Global Markets Inc.               25,653.4120     8.13%
                               House Account
                               Attn:  Peter Booth 7th Floor
                               333 West 34th Street
                               New York, NY  10001-2402
                               MLPF&S for the Benefit of its Customers     54,518.6590    17.27%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
               Class R         Citigroup Global Markets Inc.                2,792.0350     5.59%
                               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    10.55%
                               707 Mix Avenue, Apt. 24
                               Hamden, CT 06514-2208
                               MLPF&S for the Benefit of its Customers      3,091.6760     6.21%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
                               LPL Financial Services                       2,616.6590     5.26%
                               9785 Towne Centre Drive
                               San Diego, CA 92121-1968
                               Arthur Angers                                2,701.6680     5.43%
                               2008 Arbor Drive
                               Clearwater, FL  33760-1942
                               Leonard Angers                               2,701.6690     5.43%
                               109 Gullot Road
                               Schenectady, NY  12306-4317



E-1





- --------------------------------------------------------------------------------------------------
                                         NAME AND ADDRESS OF               NUMBER OF    PERCENT OF
FUND           TITLE OF CLASS              BENEFICIAL OWNER              SHARES OWNED      CLASS
- --------------------------------------------------------------------------------------------------
                                                                            
Balanced Stock Class A         Citigroup Global Markets Inc.              168,534.3300    13.91%
and Bond                       House Account
                               Attn:  Peter Booth 7th Floor
                               333 West 34th Street
                               New York, NY  10001-2402
                               MLPF&S for the Benefit of its Customers    199,028.8410    16.43%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
               Class B         MLPF&S for the Benefit of its Customers    114,780.9320    35.70%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
               Class C         MLPF&S for the Benefit of its Customers    177,990.7960    61.67%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
               Class R         Ameriprise Trust Co.                       108,648.6130    29.96%
                               Ameriprise Trust Ret. Ser. Pl.
                               996 AXP Financial Center
                               Minneapolis, MN  55474-0009
                               NFS LLC FEBO                               166,385.7930    45.87%
                               The Northern Trust Company
                               P.O. Box 92956
                               Chicago, IL  60675-2956
Large-Cap      Class A         Citigroup Global Markets Inc.            2,499,477.5450    15.42%
Value                          House Account
                               Attn:  Peter Booth 7th Floor
                               333 West 34th Street
                               New York, NY  10001-2402
                               MLPF&S for the Benefit of its Customers  2,428,298.2630    14.98%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
               Class B         Citigroup Global Markets Inc.               74,367.1340     7.29%
                               House Account
                               Attn:  Peter Booth 7th Floor
                               333 West 34th Street
                               New York, NY  10001-2402
                               MLPF&S for the Benefit of its Customers    349,072.6600    34.21%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484
               Class C         Citigroup Global Markets Inc.               95,944.1190     8.87%
                               House Account
                               Attn:  Peter Booth 7th Floor
                               333 West 34th Street
                               New York, NY  10001-2402
                               MLPF&S for the Benefit of its Customers    496,533.7320    45.88%
                               4800 Deer Lake Dr. E FL 3
                               Jacksonville, FL  32246-6484



E-2





- --------------------------------------------------------------------------------------------------
                                         NAME AND ADDRESS OF               NUMBER OF    PERCENT OF
FUND           TITLE OF CLASS              BENEFICIAL OWNER              SHARES OWNED      CLASS
- --------------------------------------------------------------------------------------------------
                                                                            
               Class R         DCGT                                       103,306.5320    10.98%
                               FBO Various Qualified Plans
                               Attn. NPIO Trade Desk
                               711 High Street
                               Des Moines, IA 50309-2732
                               Ameriprise Trust Co.                       357,715.4750    38.03%
                               Ameriprise Trust Ret. Ser. Pl. 996
                               AXP Financial Center
                               Minneapolis, MN  55474-0009

- --------------------------------------------------------------------------------------------------





E-3



                            [NUVEEN INVESTMENTS LOGO]

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com                                                         ICAP 0806


                                 (NUVEEN LOGO)

                               NUVEEN INVESTMENTS

Nuveen Investments
333 West Wacker Dr.
Chicago, IL 60606
www.nuveen.com


999 999 999 999 99             [INSERT FUND NAME]

                         3 EASY WAYS TO VOTE YOUR PROXY

1.       Automated Touch Tone Voting: Call toll-free 1-888-221-0697 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.


                THIS PROXY IS SOLICITED BY THE BOARD OF THE FUND
            FOR A SPECIAL MEETING OF SHAREHOLDERS, AUGUST 25, 2006.


A Special Meeting of shareholders will be held in the 31st floor conference room
of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Friday,
August 25, 2006 at 9:30 a.m., Chicago time. At this meeting, you will be asked
to vote on the proposal described in the proxy statement attached.  The
undersigned hereby appoints Timothy R. Schwertfeger, Jessica R. Droeger and
Gifford R. Zimmerman, and each of them, with full power of substitution, proxies
for the undersigned, to represent and vote the shares of the undersigned at the
Special Meeting of shareholders to be held on August 25, 2006 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
1-888-221-0697 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.

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 PROPOSAL.


Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]

PLEASE DO NOT USE FINE POINT PENS.


                                                                               
1.         Approval of the new sub-advisory agreement between        FOR     AGAINST    ABSTAIN
           Nuveen Asset Management and Institutional Capital LLC.    [ ]       [ ]        [ ]